这场经典的赛事,甚至还用慢动作播放精彩的第四节,我们以今年封面的颜色表 .38
boots - including the Justin, Tony Lama, Nocona, and Chippewa
brands - and the premier producer of brick in Texas and five
neighboring states.
同年七月,我们买下西式靴子的领导厂商Justin企业,旗下品牌包含
Justin、Tony Lama、Nocona及Chippewa,同时他们也是德州以及邻
近五州砖块的主要制造商。
Here again, our acquisition involved serendipity. On May 4th, I
received a fax from Mark Jones, a stranger to me, proposing that
Berkshire join a group to acquire an unnamed company. I faxed
him back, explaining that with rare exceptions we don’t invest
with others, but would happily pay him a commission if he sent
details and we later made a purchase. He replied that the "mystery
company" was Justin. I then went to Fort Worth to meet John
Roach, chairman of the company and John Justin, who had built
the business and was its major shareholder. Soon after, we
bought Justin for $570 million in cash.
再一次我们的购并之旅充满了惊奇,5月4号我收到一位署名Mark Jones
的传真,我根本就不认识这个人,他提议Berkshire可以参与购并一家不
知名的公司,我回传真给他,表示除非是特例,否则我们很少跟别人一起
参与投资,不过要是他肯把资料送给我们参考,事后若购并成功,我们愿
意支付他一笔介绍费,他回复说这家神秘公司叫做Justin,于是我便到
Fort Worth与该公司董事长-John Roach及创办人兼大股东John Justin
会面,不久之后,我们顺利以5.7亿美元的现金买下Justin公司。
John Justin loved Justin Industries but had been forced to retire
because of severe health problems (which sadly led to his death in
late February). John was a class act - as a citizen, businessman
and human being. Fortunately, he had groomed two outstanding
managers, Harrold Melton at Acme and Randy Watson at Justin
Boot, each of whom runs his company autonomously.
John非常热爱Justin企业,但却由于健康问题不得不自公司退休,(后来
他更不幸在隔年二月去世),John是位优秀的市民、企业家以及人士,所
幸他还网罗了两位杰出的经理人-Acme砖块的Harrold以及Justin靴子
的Randy,两人各自独立经营这两家事业。
Acme, the larger of the two operations, produces more than one
billion bricks per year at its 22 plants, about 11.7% of the
industry’s national output. The brick business, however, is
necessarily regional, and in its territory Acme enjoys
unquestioned leadership. When Texans are asked to name a
brand of brick, 75% respond Acme, compared to 16% for the
runner-up. (Before our purchase, I couldn’t have named a brand
of brick. Could you have?) This brand recognition is not only due
to Acme’s product quality, but also reflects many decades of
extraordinary community service by both the company and John
Justin.
Acme的规模稍大,22座工厂每年生产出超过10亿个砖块,大约占全
美砖块总产出的11.7%,砖块产业有其区域性限制,在其经营的区域,
Acme享有独霸的地位,当德州佬被问到知名砖块的品牌时,75%的人会
想到Acme,远远超越第二位的16%,(很遗憾在买下这家公司之前,我
竟连一个砖块品牌都不知道,不知道各位能不能? )这种品牌的认同度不仅
仅归功于Acme的产品品质,更深深地反映出该公司几十年来深耕地方
服务的成果。
I can’t resist pointing out that Berkshire - whose top management
has long been mired in the 19th century - is now one of the very
few authentic "clicks-and-bricks" businesses around. We went
into 2000 with GEICO doing significant business on the Internet,
and then we added Acme. You can bet this move by Berkshire is
making them sweat in Silicon Valley.
而我也忍不住要指出Berkshire的经营阶层还老顽固地深陷在19世纪当
中,如今又多了一项道地实在的产业,另一方面进入2000年,我们旗下
的GEICO也经由网络做生意,但是后来我们又增添了Acme,我敢保证
Berkshire的这项举动将使硅谷的那帮人汗流浃背。
● In June, Bob Shaw, CEO of Shaw Industries, the world’s largest
carpet manufacturer, came to see me with his partner, Julian Saul,
and the CEO of a second company with which Shaw was mulling a
merger. The potential partner, however, faced huge asbestos
liabilities from past activities, and any deal depended on these
being eliminated through insurance.
六月,Bob Shaw-Shaw企业的总裁-该公司是全世界最大的地毯制造
商,带着其伙伴-Julian Saul(同行还有一位正与Shaw企业洽谈合并的公
司总裁),一起来见我,后者因为石绵案面临潜在庞大的诉讼赔偿,而合
并交易能否成功要看这些或有负债能否透过保险来解决。
The executives visiting me wanted Berkshire to provide a policy
that would pay all future asbestos costs. I explained that though
we could write an exceptionally large policy - far larger than any
other insurer would ever think of offering - we would never issue
a policy that lacked a cap.
两位主管拜访我的目的是希望Berkshire能够提供他们一张保单以协助
他们解决合并后所有未来潜在的石绵赔偿成本,我向他们解释到虽然我们
可以签发的保单金额比任何其它保险业者都来得大,但却不可能发出金额
没有上限的保单。
Bob and Julian decided that if we didn’t want to bet the ranch on
the extent of the acquiree’s liability, neither did they. So their deal
died. But my interest in Shaw was sparked, and a few months later
Charlie and I met with Bob to work out a purchase by Berkshire. A
key feature of the deal was that both Bob and Julian were to
continue owning at least 5% of Shaw. This leaves us associated
with the best in the business as shown by Bob and Julian’s record:
Each built a large, successful carpet business before joining
forces in 1998.
Bob跟Julian当场决定要是连我们都不敢下重注,赌被购并者潜在的风
险,那么他们也不干,双方的交易最后因此告吹,不过在此同时我对Shaw
企业却产生浓厚的兴趣,几个月后查理跟我与Bob会面敲定Berkshire
买下该公司的细节,其中有一条相当重要的条款,那就是Bob跟Julian
依然可以继续持有Shaw企业最少5%的股权,此举让我们可以与这个业
界最优秀的经理人一起共事,如同Bob跟Julian过去几年来辉煌的战绩,
各自在1998年加入我们之前皆已在地毯界建立了规模庞大的成功事
业。
Shaw has annual sales of about $4 billion, and we own 87.3% of
the company. Leaving aside our insurance operation, Shaw is by
far our largest business. Now, if people walk all over us, we won’t
mind.
Shaw的年营业额高达40亿美元,而我们则持有该公司87.3%的股权,
除了既有的保险事业营运之外,Shaw成为我们目前最大的事业体,现在
如果现在有人要从我们身上踩过去,我们一点都不会介意。
● In July, Bob Mundheim, a director of Benjamin Moore Paint, called
to ask if Berkshire might be interested in acquiring it. I knew Bob
from Salomon, where he was general counsel during some
difficult times, and held him in very high regard. So my answer
was "Tell me more."
七月,Bob Mundheim-Benjamin油漆公司的董事打电话给我,问到
Berkshire是否有兴趣买下该公司,我是在所罗门时代认识Bob的,当时
他在该公司最困难的时候提供了许多宝贵的意见,我本人对他相当的敬
重,所以我立即表示:「请继续说。」
In late August, Charlie and I met with Richard Roob and Yvan
Dupuy, past and present CEOs of Benjamin Moore. We liked them;
we liked the business; and we made a $1 billion cash offer on the
spot. In October, their board approved the transaction, and we
completed it in December. Benjamin Moore has been making
paint for 117 years and has thousands of independent dealers
that are a vital asset to its business. Make sure you specify our
product for your next paint job.
八月底,查理跟我与Richard Roob及Yvan Dupuy碰面,两人分别是
Benjamin油漆公司前后任的总裁,我们与他们一见如故,也很欣赏这家
公司,当场我们就开出10亿现金的条件,到了十月份,该公司董事会通
过这项交易案,而我们则在十二月完成内部手续,Benjamin公司生产油
漆已有117年的历史,并拥有数千家的独立经销商,这也是他们最珍贵
的资产,记得下次买油漆时指名该公司的产品。
● Finally, in late December, we agreed to buy Johns Manville Corp.
for about $1.8 billion. This company’s incredible odyssey over the
last few decades - too multifaceted to be chronicled here - was
shaped by its long history as a manufacturer of asbestos
products. The much-publicized health problems that affected
many people exposed to asbestos led to JM’s declaring
bankruptcy in 1982.
最后在十二月底,我们同意以18亿美元买下Johns Manville公司(简称
JM),这家公司过去几十年来创造了令人难以置信的传奇-族烦不及备载,
其中又以生产石绵产品最为著名,当时因为石绵引发许多人致癌的健康问
题而导致该公司在1982年宣布申请破产。
Subsequently, the bankruptcy court established a trust for
victims, the major asset of which was a controlling interest in JM.
The trust, which sensibly wanted to diversify its assets, agreed
last June to sell the business to an LBO buyer. In the end, though,
the LBO group was unable to obtain financing.
之后破产法庭为受害人成立了一笔信托基金,其中最主要的资产就是JM
的多数股权,而这笔信托基金为了要分散其资产配置,于是在去年六月同
意将该公司卖给一位融资购并业者,只是后来由于该业者无法顺利取得融
资而使得交易告吹。
Consequently, the deal was called off on Friday, December 8th.
The following Monday, Charlie and I called Bob Felise, chairman of
the trust, and made an all-cash offer with no financing
contingencies. The next day the trustees voted tentatively to
accept our offer, and a week later we signed a contract.
之后到了12月8号星期五交易正式宣布取消,隔周,查理跟我打电话给
Bob Felise-该信托基金的董事会主席,提出全部现金不必等候融资的条
件,隔天信托基金临时表决接受我们的提案,并于一个星期后正式签订契
约。
JM is the nation’s leading producer of commercial and industrial
insulation and also has major positions in roofing systems and a
variety of engineered products. The company’s sales exceed $2
billion and the business has earned good, if cyclical, returns. Jerry
Henry, JM’s CEO, had announced his retirement plans a year ago,
but I’m happy to report that Charlie and I have convinced him to
stick around.
JM是全美商业用与工业用隔热材料的领导品牌,同时在屋顶装设与其它
工业产品也占有相当大的市场,该公司的年营业额超过20亿美金,同时
也享有不错的获利水准,(当然该公司还是有景气循环),该公司总裁Jerry
Henry本来已宣布一年后计画要退休,但在这里我很高兴向各位报告,查
理跟我已经成功说服他继续留下来。
* * * * * * * * * * * *
Two economic factors probably contributed to the rush of
acquisition activity we experienced last year. First, many managers and
owners foresaw near-term slowdowns in their businesses - and, in fact,
we purchased several companies whose earnings will almost certainly
decline this year from peaks they reached in 1999 or 2000. The declines
make no difference to us, given that we expect all of our businesses to
now and then have ups and downs. (Only in the sales presentations of
investment banks do earnings move forever upward.) We don’t care
about the bumps; what matters are the overall results. But the decisions
of other people are sometimes affected by the near-term outlook, which
can both spur sellers and temper the enthusiasm of purchasers who
might otherwise compete with us.
去年购并案之所以会蜂拥而现,主要有两个原因,首先,许多经理人跟老板都预
视到自己公司的产业即将走下坡,事实上在我们这次买下来的公司当中,确实就
有好几家今年的盈余将会较1999年或2000年减少,不过对于这点我们并不介
意,因为每个产业都会有景气循环,(只有在券商做的投资演示文稿中,盈余才会无
止尽地成长),我们不在乎这短期的波折,真正重要的是长期的结果,当然有些
人会比较看重短期的成败,而这反而能增加卖方出售的意愿或降低其它潜在买家
的竞争意愿。
A second factor that helped us in 2000 was that the market for junk
bonds dried up as the year progressed. In the two preceding years, junk
bond purchasers had relaxed their standards, buying the obligations of
ever-weaker issuers at inappropriate prices. The effects of this laxity
were felt last year in a ballooning of defaults. In this environment,
"financial" buyers of businesses - those who wish to buy using only a
sliver of equity - became unable to borrow all they thought they needed.
What they could still borrow, moreover, came at a high price.
Consequently, LBO operators became less aggressive in their bidding
when businesses came up for sale last year. Because we analyze
purchases on an all-equity basis, our evaluations did not change, which
means we became considerably more competitive.
第二个能让我们在2000年这么顺的原因,是去年垃圾债券市场状况日益低迷,
由于前两年垃圾债券投资人逐渐降低他们的标准,以不合理的价格买进许多体质
不佳的公司债,浮滥的结果终究导致大量违约的出现,在这种状况下,习惯靠融
资买下企业的投机者-就是习惯印股票换公司的那群人-便很难再借到足够的
钱,而且就算能够借到,其成本也不便宜,也因此当去年有公司对外求售时,融
资购并者(LBO)的活动力便锐减,而因为我们习惯以买下整家公司股权的方式投
资,所以我们的评估方式没有太大的改变,这使得我们的竞争力大幅提高。
Aside from the economic factors that benefited us, we now enjoy a
major and growing advantage in making acquisitions in that we are
often the buyer of choice for the seller. That fact, of course, doesn’t
assure a deal - sellers have to like our price, and we have to like their
business and management - but it does help.
除了这两项有利于我们的外部因素之外,现在在进行购并时,我们自己本身也拥
有另一项优势,那就是Berkshire通常都是卖方期望指定的买方,虽然这无法保
证交易一定能谈成,一方面还要看卖方是否能接受我们的报价,一方面也要看我
们喜不喜欢这家公司以及其经理阶层,但无可否认确实对交易的进行大有帮助。
We find it meaningful when an owner cares about whom he sells to.
We like to do business with someone who loves his company, not just
the money that a sale will bring him (though we certainly understand
why he likes that as well). When this emotional attachment exists, it
signals that important qualities will likely be found within the business:
honest accounting, pride of product, respect for customers, and a loyal
group of associates having a strong sense of direction. The reverse is
apt to be true, also. When an owner auctions off his business, exhibiting
a total lack of interest in what follows, you will frequently find that it has
been dressed up for sale, particularly when the seller is a "financial
owner." And if owners behave with little regard for their business and its
people, their conduct will often contaminate attitudes and practices
throughout the company.
另外我们还发现卖方是否在意公司将来的归属其实相当重要,我们喜爱与那些钟
爱公司,而不只是斤斤计较出售公司能够得到多少钱的人往来,(当然我们也明
瞭没有人会不爱钱),当我们意识到有这样的情节存在时,通常代表了这家公司
拥有相当重要的特质:诚实的帐务、产品的自信、客户的尊重以及一群专心一致
的忠实员工,反之亦然,当一家公司的老板只一昧地想要卖一个好价钱,但却一
点都不关心公司卖掉后的下场,那么你马上就会了解为什么他会急着想要卖公司
的原因,尤其当他是靠借钱买下这家时,而当一家公司的老板表现出一点都不在
乎公司死活时,公司的上上下下一定也会感染到这种气氛,使得其态度与行事作
风跟着转变。
When a business masterpiece has been created by a lifetime - or
several lifetimes - of unstinting care and exceptional talent, it should be
important to the owner what corporation is entrusted to carry on its
history. Charlie and I believe Berkshire provides an almost unique home.
We take our obligations to the people who created a business very
seriously, and Berkshire’s ownership structure ensures that we can
fulfill our promises. When we tell John Justin that his business will
remain headquartered in Fort Worth, or assure the Bridge family that its
operation will not be merged with another jeweler, these sellers can take
those promises to the bank.
要知道一家经典企业由一个企业家终其一生,有时甚至是好几代,以无微不至的
用心与优异的才能建立时,对于老板来说,接手的人是否承续过去辉煌的历史是
相当重要的一件事,关于这点,查理跟我相当有信心,Berkshire绝对可以提供
这些企业一个美满的归宿,我们相当重视对于这些企业创办人所作的保证,而
Berkshire的控股结构绝对可以确保我们的承诺顺利落实,当我们告知John
Justin他的企业总部仍将留在Fort Worth或保证Bridge家族他们的公司绝不
会与其它珠宝公司合并时,我们可是绝对说到做到。
How much better it is for the "painter" of a business Rembrandt to
personally select its permanent home than to have a trust officer or
uninterested heirs auction it off. Throughout the years we have had
great experiences with those who recognize that truth and apply it to
their business creations. We’ll leave the auctions to others.
就像是林布兰画作一样珍贵的公司,与其让信托人或不肖的子孙把它拍卖掉,还
不如由画家本身选择其最后的归宿,这几年来我们与有这样认知的人士有过非常
多愉快的经验,并让这些感觉一直延续到这些企业上,至于拍卖这玩意儿,就留
给别人去用吧。
The Economics of Property/Casualty Insurance
产物意外险的经营
Our main business - though we have others of great importance - is
insurance. To understand Berkshire, therefore, it is necessary that you
understand how to evaluate an insurance company. The key
determinants are: (1) the amount of float that the business generates;
(2) its cost; and (3) most critical of all, the long-term outlook for both of