巴菲特致股东的信（1999年）⑧并购案的会计处理

Acquisition Accounting

Once again, I would like to make some comments about accounting, in this case about its application to acquisitions. This is currently a very contentious topic and, before the dust settles, Congress may even intervene (a truly terrible idea).

并购案的会计处理

再一次，我要对会计原则发表一些看法，这次是有关并购案的会计应用，到目前为止，这也是一项争议性相当高的议题，在所有事件尘埃落定以前，甚至连国会议员都有可能会介入干涉(这听起来令人感到不寒而栗)。

When a company is acquired, generally accepted accounting principles ("GAAP") currently condone two very different ways of recording the transaction: "purchase" and "pooling." In a pooling, stock must be the currency; in a purchase, payment can be made in either cash or stock. Whatever the currency, managements usually detest purchase accounting because it almost always requires that a "goodwill" account be established and subsequently written off -- a process that saddles earnings with a large annual charge that normally persists for decades. In contrast, pooling avoids a goodwill account, which is why managements love it.

当一家公司被并购，通常一般公认会计原则(GAAP)容许两种截然不同的会计处理方法：一种是购买法；另一种是权益合并法，要运用权益合并法，交易的标的必须是股票，至于购买法则使用现金或股票皆可，但不论如何，管理层通常很排斥使用购买法，因为在大多数的情况下，公司的会计帐上会因此多出一项叫做“商誉”的会计科目，而商誉日后还要分年摊销，意思是说，在合并完成后，公司每年都要提列一笔为数庞大的商誉摊销费用列为损益数字的减项，而且时间可能长达数十年，相对地，权益合并法就没有这样的麻烦，可想而知这种方法广受一般高级经理人的欢迎。

Now, the Financial Accounting Standards Board ("FASB") has proposed an end to pooling, and many CEOs are girding for battle. It will be an important fight, so we'll venture some opinions. To begin with, we agree with the many managers who argue that goodwill amortization charges are usually spurious. You'll find my thinking about this in the appendix to our 1983 annual report, which is available on our website, and in the Owner's Manual on pages 55 - 62.

如今财务会计准则委员会(FASB)有意取消权益合并法之运用，此举让许多高级经理人为之跳脚而群起反对，可以预见双方将会有一场激烈的纷争，为此我们必须站出来发表个人的意见，首先我们同意许多经理人认为商誉摊销根本就不切实际的说法，大家可以在 1983 年年报的附录找到我个人对这件事的看法。

For accounting rules to mandate amortization that will, in the usual case, conflict with reality is deeply troublesome: Most accounting charges relate to what's going on, even if they don't precisely measure it. As an example, depreciation charges can't with precision calibrate the decline in value that physical assets suffer, but these charges do at least describe something that is truly occurring: Physical assets invariably deteriorate. Correspondingly, obsolescence charges for inventories, bad debt charges for receivables and accruals for warranties are among the charges that reflect true costs. The annual charges for these expenses can't be exactly measured, but the necessity for estimating them is obvious.

对于强制规定摊销的会计原则，通常导致与现实严重不符，从而引发相当麻烦的问题，因为大部分的会计原则虽然无法准确地反应出实际状况，但最起码差异不大。举个例子来说，折旧费用的提列虽然无法完全地反映出实体资产价值减损的真实情况，但这种做法至少与现实发展的方向相一致，固定资产本来就必然会逐渐减损。同样的，存货提列跌价损失费用、应收帐款提列呆帐费用，以及保固责任提列准备都是反映潜在成本的合理做法，虽然这些费用成本难以准确的计算出来，但确实也有加以估计的必要。

In contrast, economic goodwill does not, in many cases, diminish. Indeed, in a great many instances -- perhaps most -- it actually grows in value over time. In character, economic goodwill is much like land: The value of both assets is sure to fluctuate, but the direction in which value is going to go is in no way ordained. At See's, for example, economic goodwill has grown, in an irregular but very substantial manner, for 78 years. And, if we run the business right, growth of that kind will probably continue for at least another 78 years.

但相对的，经济商誉在许多情况下，并不会减损或消失，事实上在大部分的案例中，商誉不但不减反而会随着时间的累积而增加，在某些特质上，经济商誉反而类似土地，两者的价值都会上下波动，但何时会增加，何时又会减少却不一定。以喜诗糖果的例子来说，在过去的 78 年来，其品牌价值以不规则但快速的速度成长，而只要我们经营得当，其品牌价值增长的态势很有可能再继续维持 78 年。

To escape from the fiction of goodwill charges, managers embrace the fiction of pooling. This accounting convention is grounded in the poetic notion that when two rivers merge their streams become indistinguishable. Under this concept, a company that has been merged into a larger enterprise has not been "purchased" (even though it will often have received a large "sell-out" premium). Consequently, no goodwill is created, and those pesky subsequent charges to earnings are eliminated. Instead, the accounting for the ongoing entity is handled as if the businesses had forever been one unit.

为了避免商誉不当的摊销，伟大的经理人们宁愿选择拥抱不当的权益合并法。这项会计创意源自于两条河川在汇流后就不必分彼此的概念，在这种观念下，一家被另一家更大公司并购的公司并不算是被“买下”的(虽然他们通常会得到相当的合并溢价)，从而推论合并的过程并没有商誉会产生，自然而然也就没有随后令人感到麻烦的商誉摊销发生，反而应该要把这两家公司当作一开始就是一体的来看待。

So much for poetry. The reality of merging is usually far different: There is indisputably an acquirer and an acquiree, and the latter has been "purchased," no matter how the deal has been structured. If you think otherwise, just ask employees severed from their jobs which company was the conqueror and which was the conquered. You will find no confusion. So on this point the FASB is correct: In most mergers, a purchase has been made. Yes, there are some true "mergers of equals," but they are few and far between.

有点咬文嚼字，事实上这与合并背后所代表的事实真相却大不相同。毫无疑问，既然有交易，就一定有并购方与被并购方，不管你如何修饰交易的条件细节，一定有一方是被另一方买下。其实很简单，只要你问问交易双方的员工，谁是征服者，而谁又是被征服者，就知道是怎么一回事了，绝对不会搞混。所以从这个角度来看，财务会计准则委员会(FASB)的坚持绝对是正确的，在大部分的并购案中，绝对有买卖的性质存在，当然确实也有对等的合并个案发生，但出现的机率实在是少之又少。

Charlie and I believe there's a reality-based approach that should both satisfy the FASB, which correctly wishes to record a purchase, and meet the objections of managements to nonsensical charges for diminution of goodwill. We would first have the acquiring company record its purchase price -- whether paid in stock or cash -- at fair value. In most cases, this procedure would create a large asset representing economic goodwill. We would then leave this asset on the books, not requiring its amortization. Later, if the economic goodwill became impaired, as it sometimes would, it would be written down just as would any other asset judged to be impaired.

查理跟我始终相信，应该有一个与现实相接轨的方法，可以既满足 FASB 想要正确的反应买卖交易实质，又满足经理人反对商誉不当摊销的呼声。我认为，首先并购公司应该要以公平市价认列其投资成本，不管是支付现金或是股票，当然在大多数的情况下，公司帐上会出现大笔的经济商誉，但我们应该让这项资产继续保留在会计帐上，而不是分年摊销，以后若公司的经济商誉真得有减损的情况，这不是没有可能，那么就按一般判断资产价值是否需要减值的方式去评估。(商誉入账，定期评估是否减值)

If our proposed rule were to be adopted, it should be applied retroactively so that acquisition accounting would be consistent throughout America -- a far cry from what exists today. One prediction: If this plan were to take effect, managements would structure acquisitions more sensibly, deciding whether to use cash or stock based on the real consequences for their shareholders rather than on the unreal consequences for their reported earnings.

如果我们提出的方案获得采用，预计将会追溯适用，以使得全美的并购会计处理原则都一致，而不是像现在一样乱象纷呈。可以预见的是，一旦这项方案开始施行，经理人一定会更审慎地处理并购案，小心评估到底应该使用现金还是关乎股东长远利益的股票，而不光只是看合并后的会计帐面损益而已。

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In our purchase of Jordan's, we followed a procedure that will maximize the cash produced for our shareholders but minimize the earnings we report to you. Berkshire purchased assets for cash, an approach that on our tax returns permits us to amortize the resulting goodwill over a 15-year period. Obviously, this tax deduction materially increases the amount of cash delivered by the business. In contrast, when stock, rather than assets, is purchased for cash, the resulting writeoffs of goodwill are not tax-deductible. The economic difference between these two approaches is substantial.

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在买下乔丹家具的过程中，我们采用能够让伯克希尔股东未来的现金流量极大，而报告收益最小的方式，为此伯克希尔决定使用现金买下资产，此举让我们可以在分 15 年摊提商誉费用时得到租税的抵减，而减税的效益，等于是让公司未来几年的现金流量明显的增加，相较之下，使用股票进行并购就没有这项好处，一次抵销的商誉损失是无法用来抵税的，两者之间的经济实质差异再明显也不过了。

From the economic standpoint of the acquiring company, the worst deal of all is a stock-for-stock acquisition. Here, a huge price is often paid without there being any step-up in the tax basis of either the stock of the acquiree or its assets. If the acquired entity is subsequently sold, its owner may owe a large capital gains tax (at a 35% or greater rate), even though the sale may truly be producing a major economic loss.

从并购者的经济角度来看，最不划算的交易方式就是以股换股的做法，不但租税上没有任何好处，买方还要付出高额的并购溢价。而若买方之后再把这家公司卖掉，即使实际上公司承担庞大的经济损失，卖主还是要负担高额的资本利得税(税率往往高达 35%以上)。

We have made some deals at Berkshire that used far-from-optimal tax structures. These deals occurred because the sellers insisted on a given structure and because, overall, we still felt the acquisition made sense. We have never done an inefficiently-structured deal, however, in order to make our figures look better.

不过在伯克希尔我们也曾用过非租税最佳化的方式，主要的原因在于卖方基于某种原因的坚持，当然基本上我们也认为这样的规划还算合理，但是我们绝对不会因为要让帐面数字好看而牺牲任何的租税利益。

Acquisition Accounting Once again, I would like to make some comments about accounting, in this case about its application to acquisitions. This is currently a very contentious topic and, before the dust settles, Congress may even intervene (a truly terrible idea).

Acquisition Accounting

Once again, I would like to make some comments about accounting, in this case about its application to acquisitions. This is currently a very contentious topic and, before the dust settles, Congress may even intervene (a truly terrible idea).