preferred, which converted to common stock in 1991, and despite our
reasonable results with other negotiated purchases of preferreds,
our overall performance with such purchases has been inferior to
that we have achieved with purchases made in the secondary market.
This is actually the result we expected. It corresponds with our
belief that an intelligent investor in common stocks will do better
in the secondary market than he will do buying new issues.
虽然我们在吉列特别股的投资还算是成功(在1991年转换为普通股)，但整体而
言，这类协议谈判所取得的特别股投资的绩效还是略逊于从次级市场所取得的投
资，不过这种结果我们早已预期到，这与我们相信一个智能型的投资人在次级流
通市场的表现会比初级发行市场来的好的道理是相同的。
The reason has to do with the way prices are set in each
instance. The secondary market, which is periodically ruled by
mass folly, is constantly setting a "clearing" price. No matter
how foolish that price may be, it's what counts for the holder of a
stock or bond who needs or wishes to sell, of whom there are always
going to be a few at any moment. In many instances, shares worth x
in business value have sold in the market for 1/2x or less.
原因与当初设定价格的方式有关，次级市场时常受惠于群众愚蠢的心理所影响，
总是会有一个重新设定的全新价格，不管价格是多么的离谱，那都是代表该股票
或债券的持有人想要出脱的价格，不论何时总会有一小部份的股东会有这种念
头，在很多的情况下，一家具有X价值的股票往往以不到一半半数，也就是1/2X
的价格求售。
The new-issue market, on the other hand, is ruled by
controlling stockholders and corporations, who can usually select
the timing of offerings or, if the market looks unfavorable, can
avoid an offering altogether. Understandably, these sellers are
not going to offer any bargains, either by way of a public offering
or in a negotiated transaction: It's rare you'll find x for
1/2x here. Indeed, in the case of common-stock offerings, selling
shareholders are often motivated to unload only when they feel the
market is overpaying. (These sellers, of course, would state that
proposition somewhat differently, averring instead that they simply
resist selling when the market is underpaying for their goods.)
至于初级发行市场则受到发行公司与大股东所掌控，通常会选择对他们最有利的
时点发行，当市场状况不理想的时候，甚至会避开发行，可以理解的是，卖方不
太可能让你有任何便宜可占，不管是透过公开发行或私下协议的方式都一样，你
不可能以一半的价格买到你想要的东西，尤其是在发行普通股时，原有股东惟有
在他们认为市场价格明显过高时，才有可能大幅出脱其持股，(这些卖方当然会
换另外一种说词，强调如果市场过于低估其股份时，他们是不可能贱价出售的)。
To date, our negotiated purchases, as a group, have fulfilled
but not exceeded the expectation we set forth in our 1989 Annual
Report: "Our preferred stock investments should produce returns
modestly above those achieved by most fixed-income portfolios." In
truth, we would have done better if we could have put the money
that went into our negotiated transactions into open-market
purchases of the type we like. But both our size and the general
strength of the markets made that difficult to do.
到目前为止，我们透过协议所作的投资，算是勉强达到我们在1989年年报所作
的预期，这些特别股投资应该可以产生比一般固定收益债券还好一点的报酬，不
可讳言若是我们当初不是透过协议而是直接在公开市场上买进类似的投资的
话，我们的表现可能会更好，只是考量到我们的规模太大与市场的状况，这样的
做法在执行上有其困难度。
There was one other memorable line in the 1989 Annual Report:
"We have no ability to forecast the economics of the investment
banking business, the airline industry, or the paper industry." At
the time some of you may have doubted this confession of ignorance.
Now, however, even my mother acknowledges its truth.
1989年报还有一段相当令人怀念的话，"我们没有能力去预测投资银行业、航
空业或是造纸业的前景"，在当时或许有很多人怀疑我们这样公开的承认有点无
知，不过到如今，连我的母亲都不得不承认这项事实。
In the case of our commitment to USAir, industry economics had
soured before the ink dried on our check. As I've previously
mentioned, it was I who happily jumped into the pool; no one pushed
me. Yes, I knew the industry would be ruggedly competitive, but I
did not expect its leaders to engage in prolonged kamikaze
behavior. In the last two years, airline companies have acted as
if they are members of a competitive tontine, which they wish to
bring to its conclusion as rapidly as possible.
就像我们在美国航空的投资，在我们签发支票的墨水还没干之前，产业情况就已
经开始恶化，如同先前所提到的，没有人强迫我，是我自己心干情愿跳下水的，
没错，我的确预期到这个产业竞争会变得相当激烈，但我没想到这个产业的领导
者竟会从事长期自杀性的行为，过去两年以来，航空业者的行为就好象觉得自己
是公务人员抢着办退休好领退休金一样，为求尽快达到目的而不择手段。
Amidst this turmoil, Seth Schofield, CEO of USAir, has done a
truly extraordinary job in repositioning the airline. He was
particularly courageous in accepting a strike last fall that, had
it been lengthy, might well have bankrupted the company.
Capitulating to the striking union, however, would have been
equally disastrous: The company was burdened with wage costs and
work rules that were considerably more onerous than those
encumbering its major competitors, and it was clear that over time
any high-cost producer faced extinction. Happily for everyone, the
strike was settled in a few days.
在一遍混乱之中，美国航空的总裁-Seth Schofield在重新调整该公司体质之
上，花了不少的工夫，尤其是去年秋天他勇于承担一次罢工事件，若是处置不当，
再拖延下去很可能让公司面临倒闭的命运，而若是屈服于工会抗争的压力，则其
下场一样悲惨，该公司所面对沉重的薪资成本与工会要求比起其它竞争同业来
说，又更繁杂许多，而事实很明显任何成本过高的业者到最后终将面临淘汰的命
运，还好罢工事件在发生几天后圆满地落幕。
A competitively-beset business such as USAir requires far more
managerial skill than does a business with fine economics.
Unfortunately, though, the near-term reward for skill in the
airline business is simply survival, not prosperity.
对那些为竞争所苦的行业，如美国航空来说，比起一般产业更需要好的管理技
巧，不过很不幸的是，这种技巧所带来的好处，只不过是让公司得以继续存活下
去，并不能让公司如何地飞黄腾达。
In early 1993, USAir took a major step toward assuring
survival - and eventual prosperity - by accepting British Airways'
offer to make a substantial, but minority, investment in the
company. In connection with this transaction, Charlie and I were
asked to join the USAir board. We agreed, though this makes five
outside board memberships for me, which is more than I believe
advisable for an active CEO. Even so, if an investee's management
and directors believe it particularly important that Charlie and I
join its board, we are glad to do so. We expect the managers of
our investees to work hard to increase the value of the businesses
they run, and there are times when large owners should do their bit
as well.
在1993年初，美国航空为确保存活以及长远发展，做了一项重大的决定-接受
英国航空所提出的钜额的投资，透过这次的交易，查理跟我本人被邀请担任该公
司的董事，我们同意接受，虽然此举将使得我要同时担任五家公司的外部董事，
远超过我个人认为对公司能做的贡献，不过即便如此，只要我们的被投资公司以
及其董事认为查理跟我加入其董事会，会对其公司有所帮助，我们还是会欣然接
受，在我们期望旗下事业经理人拼死拼活为我们打拼以增加公司价值之时，身为
公司大股东的我们有时也应该多尽一点自己的本分。
Two New Accounting Rules and a Plea for One More
两个会计新原则，还有一个亟待增加的原则
A new accounting rule having to do with deferred taxes becomes
effective in 1993. It undoes a dichotomy in our books that I have
described in previous annual reports and that relates to the
accrued taxes carried against the unrealized appreciation in our
investment portfolio. At yearend 1992, that appreciation amounted
to $7.6 billion. Against $6.4 billion of that, we carried taxes at
the current 34% rate. Against the remainder of $1.2 billion, we
carried an accrual of 28%, the tax rate in effect when that portion
of the appreciation occurred. The new accounting rule says we must
henceforth accrue all deferred tax at the current rate, which to us
seems sensible.
一项与递延所得税有关的新颁会计原则在1993年开始生效，它取消了先前曾经
在年报中提过会计帐上的二分法，而这又与我们帐上未实现投资利益所需提列的
应付所得税有关，以1992年年底计，我们这部份未实现高达76亿美元，其中
64亿我们以34%的税率估列应付所得税，剩下的12亿美元则以发生时点的28%
估列，至于新的会计原则则要求我们以现行税率一体估计所得税，而我们也认为
这样的做法较合理。
The new marching orders mean that in the first quarter of 1993
we will apply a 34% rate to all of our unrealized appreciation,
thereby increasing the tax liability and reducing net worth by $70
million. The new rule also will cause us to make other minor
changes in our calculation of deferred taxes.
新颁的命令代表我们从1993年的第一季开始我们股票未实现利益就必须以
34%的税率来估算，因而增加我们所得税的负债，并使净值减少7,000万美元，
新规定也使我们在计算递延所得税时，在几个地方做了点修正。
Future changes in tax rates will be reflected immediately in
the liability for deferred taxes and, correspondingly, in net
worth. The impact could well be substantial. Nevertheless, what
is important in the end is the tax rate at the time we sell
securities, when unrealized appreciation becomes realized.
往后若税率有做任何变动时，我们的递延所得税负债以及净值也必须马上跟着做
调整，这个影响数可能会很大，不过不论如何，真正重要的是我们在最后出售证
券而实现增值利益时，所适用的税率到底是多少。
Another major accounting change, whose implementation is
required by January 1, 1993, mandates that businesses recognize
their present-value liability for post-retirement health benefits.
Though GAAP has previously required recognition of pensions to be
paid in the future, it has illogically ignored the costs that
companies will then have to bear for health benefits. The new rule
will force many companies to record a huge balance-sheet liability
(and a consequent reduction in net worth) and also henceforth to
recognize substantially higher costs when they are calculating
annual profits.
另一项会计原则的重大变动在1993年1月1日开始实行，要求所有企业必须
认列公司员工应计的退休金负债，虽然先前一般公认会计原则也曾要求企业必须
先认列未来必须支付的退休金，但却不合理地忽略企业未来必须承受的健康保险
负担，新规定将会使得许多公司在资产负债表上认列一大笔负债(同时也会使得
净值大幅减少)，另一方面往后年度在结算成果时，也会因为须认列这方面的成
本而使得获利缩水。
In making acquisitions, Charlie and I have tended to avoid
companies with significant post-retirement liabilities. As a
result, Berkshire's present liability and future costs for postretirement
health benefits - though we now have 22,000 employees -
are inconsequential. I need to admit, though, that we had a near
miss: In 1982 I made a huge mistake in committing to buy a company
burdened by extraordinary post-retirement health obligations.
Luckily, though, the transaction fell through for reasons beyond
our control. Reporting on this episode in the 1982 annual report,
I said: "If we were to introduce graphics to this report,
illustrating favorable business developments of the past year, two
blank pages depicting this blown deal would be the appropriate
centerfold." Even so, I wasn't expecting things to get as bad as
they did. Another buyer appeared, the business soon went bankrupt
and was shut down, and thousands of workers found those bountiful
health-care promises to be largely worthless.
另一方面查理跟我在进行购并时，也会尽量避开那些潜藏高额退休金负债的公
司，也因此虽然Berkshire目前拥有超过22,000名的员工，但在退休金这方面
的问题并不严重，不过我还是必须承认，在1982年时我曾经差点犯下大错买下
一家背有沉重退休金负债的公司，所幸后来交易因为某项我们无法控制的因素而
告吹，而在1982年年报中报告这段插曲时，我曾说：「如果在年报中我们要报
告过去年度有何令人觉得可喜的进展，那么两大页空白的跨页插图，可能最足以
代表当年度告吹的交易」不过即便如此，我也没有预期到后来情况会如此恶化，
当时另外一家买主出现买下这家公司，结果过了没多久公司便走上倒闭关门的命
运，公司数千名的员工也发现大笔的退休金健保承诺全部化为乌有。
In recent decades, no CEO would have dreamed of going to his
board with the proposition that his company become an insurer of
uncapped post-retirement health benefits that other corporations
chose to install. A CEO didn't need to be a medical expert to know
that lengthening life expectancies and soaring health costs would
guarantee an insurer a financial battering from such a business.
Nevertheless, many a manager blithely committed his own company to
a self-insurance plan embodying precisely the same promises - and
thereby doomed his shareholders to suffer the inevitable
consequences. In health-care, open-ended promises have created
open-ended liabilities that in a few cases loom so large as to
threaten the global competitiveness of major American industries.
最近几十年来，没有一家公司的总裁会想到，有一天他必须向董事会提出这种没
有上限的退休健保计画，他不须要具有专业的医学知识也知道越来越高的预期寿
命以及健保支出将会把一家公司给拖垮，但是即便如此，很多经理人还是闭着眼
睛让公司透过内部自保的方式，投入这种永无止尽的大坑洞，最后导致公司股东
承担后果血本无归，就健保而言，没有上限的承诺所代表的就是没有上限的负
债，这种严重的后果，甚至危急了一些美国大企业的全球竞争力。
I believe part of the reason for this reckless behavior was
that accounting rules did not, for so long, require the booking of
post-retirement health costs as they were incurred. Instead, the
rules allowed cash-basis accounting, which vastly understated the
liabilities that were building up. In effect, the attitude of both
managements and their accountants toward these liabilities was
"out-of-sight, out-of-mind." Ironically, some of these same
managers would be quick to criticize Congress for employing "cashbasis"
thinking in respect to Social Security promises or other
programs creating future liabilities of size.
而我相信之所以会有这种不顾后果的行为，一部份原因是由于会计原则并没有要
求公司将这种潜藏的退休金负债呈现在会计帐上，相反地，会计原则允许业者采
取现金基础制，此举大大地低估了负债，而公司的经营阶层与签证会计师所采取
的态度就是眼不见为净，而讽刺的是，这些经理人还常常批评国会对于社会保险
采用现金基础的思惟，根本就不顾未来年度所可能产生的庞大负债。
Managers thinking about accounting issues should never forget
one of Abraham Lincoln's favorite riddles: "How many legs does a
dog have if you call his tail a leg?" The answer: "Four, because
calling a tail a leg does not make it a leg." It behooves managers
to remember that Abe's right even if an auditor is willing to
certify that the tail is a leg.
经理人在思索会计原则时，一定要谨记林肯总统本身最常讲的一句俚语：「如果
一只狗连尾巴也算在内的话，总共有几条腿﹖ 答案还是四条腿，因为不论你是
不是把尾巴当作是一条腿，尾巴永远还是尾巴！」，这句话提醒经理人就算会计
师愿意帮你证明尾巴也算是一条腿，你也不会因此多了一条腿。
* * * * * * * * * * * *
The most egregious case of let's-not-face-up-to-reality
behavior by executives and accountants has occurred in the world of
stock options. In Berkshire's 1985 annual report, I laid out my
opinions about the use and misuse of options. But even when
options are structured properly, they are accounted for in ways
that make no sense. The lack of logic is not accidental: For
decades, much of the business world has waged war against
accounting rulemakers, trying to keep the costs of stock options
from being reflected in the profits of the corporations that issue
them.
提到公司主管与会计师鸵鸟心态，最极端的例子就是发行认股权这档子事，在
Berkshire 1985年的年报中，我曾经对于认股权的滥用表示过个人的看法，但
是即便是认股权规划得当，在许多方面这种做法还是显得相当没有道理，然而缺
乏逻辑绝对不是第一次，几十年来，企业界就不断地向会计原则制定者进行攻
击，意图将发行认股权的相关成本排除在企业的损益表之外。
Typically, executives have argued that options are hard to
value and that therefore their costs should be ignored. At other
times managers have said that assigning a cost to options would
injure small start-up businesses. Sometimes they have even
solemnly declared that "out-of-the-money" options (those with an
exercise price equal to or above the current market price) have no
value when they are issued.
通常企业主管会辩称很难衡量选择权的价值，也因此其成本应该可以被忽略，有
时经理人也会说若认列这方面的成本，将不利于新成立公司的发展，有时他们甚
至义正词严地指出处于价外(亦即行使的价格等于或是高于现在的股价)的选择
权在发行时并没有价值。
