巴菲特致股东的信（1982年）⑤发行股票

Issuance of Equity

Berkshire and Blue Chip are considering merger in 1983. If it takes place, it will involve an exchange of stock based upon an identical valuation method applied to both companies. The one other significant issuance of shares by Berkshire or its affiliated companies that occurred during present management’s tenure was in the 1978 merger of Berkshire with Diversified Retailing Company.

发行股票

伯克希尔与蓝筹印花目前正考虑在1983年正式合并，若真的实现，将会以一致的评价模式进行股权的交换，伯克希尔上一次大量发行新股是在1978年购并多元零售时。

Our share issuances follow a simple basic rule: we will not issue shares unless we receive as much intrinsic business value as we give. Such a policy might seem axiomatic. Why, you might ask, would anyone issue dollar bills in exchange for fifty-cent pieces? Unfortunately, many corporate managers have been willing to do just that.

我们公司发行新股系遵循一项原则，那就是我们不轻易发行新股，除非我们所换得的内含企业价值与我们所付出的一样多，这种原则看似理所当然，你会问那有人会笨到以一块钱去交换五毛钱的呢？但不幸的是，有许多企业的经理人恰恰愿意如此作。

The first choice of these managers in making acquisitions may be to use cash or debt. But frequently the CEO’s cravings outpace cash and credit resources (certainly mine always have). Frequently, also, these cravings occur when his own stock is selling far below intrinsic business value. This state of affairs produces a moment of truth. At that point, as Yogi Berra has said, “You can observe a lot just by watching.” For shareholders then will find which objective the management truly prefers - expansion of domain or maintenance of owners’ wealth.

他们在购并企业的第一选择是用现金或举债，但通常CEO的欲望超过现金与融资额度所能负担(我个人也是如此)，尤其是他个人的持股市价远低于内含企业价值时更是如此，但事实仅维持一下子，然后就像Yogi Berra所说的:“光看你就能观察到许多东西。” 对股东而言，届时你就会发现公司经营阶层在乎的到底是企业版图的扩张或是股东权益的维护了。

The need to choose between these objectives occurs for some simple reasons. Companies often sell in the stock market below their intrinsic business value. But when a company wishes to sell out completely, in a negotiated transaction, it inevitably wants to - and usually can - receive full business value in whatever kind of currency the value is to be delivered. If cash is to be used in payment, the seller’s calculation of value received couldn’t be easier. If stock of the buyer is to be the currency, the seller’s calculation is still relatively easy: just figure the market value in cash of what is to be received in stock.

之所以需要在两者之间作选择的理由很简单，公司在股票市场上的价格通常低于其内含企业价值，但当股东会愿意将整间公司以协议的方式出售，必定想要且通常会取得相当于企业内含价值的回报，若收到的是现金，那么计算卖方取得的报酬是再容易不过了，若以买方的股票作交换，计算卖方取得的报酬还算简单，只要计所取得的股票之市值即可。

Meanwhile, the buyer wishing to use his own stock as currency for the purchase has no problems if the stock is selling in the market at full intrinsic value.

同时只要买方所用以交换的股票其市价接近内含企业价值便无太大问题。

But suppose it is selling at only half intrinsic value. In that case, the buyer is faced with the unhappy prospect of using a substantially undervalued currency to make its purchase.

问题是假设若其股票市价仅及内含企业价值的一半，这时买方将会面临贱卖自家股票的不愉快场面。

Ironically, were the buyer to instead be a seller of its entire business, it too could negotiate for, and probably get, full intrinsic business value. But when the buyer makes a partial sale of itself - and that is what the issuance of shares to make an acquisition amounts to - it can customarily get no higher value set on its shares than the market chooses to grant it.

讽刺的是，假设当买方变成卖方时，他反而能透过谈判换取相当于本身内含企业价值的代价，但当买方仅卖出公司部份股权以购并卖方，它将无法以高于市场给它的价格出售之。

The acquirer who nevertheless barges ahead ends up using an undervalued (market value) currency to pay for a fully valued (negotiated value) property. In effect, the acquirer must give up $2 of value to receive $1 of value. Under such circumstances, a marvelous business purchased at a fair sales price becomes a terrible buy. For gold valued as gold cannot be purchased intelligently through the utilization of gold - or even silver - valued as lead.

最后不论如何，往前冲的买方结果是以本身低估的股票换取价值合理的资产，等于是以一块钱价值的股票换到仅值五毛钱的东西，在这种情况下，以合理的价格买下不错的公司将会变成很不划算的买卖，就像是把金或银以锡的价格换到金子一样。

If, however, the thirst for size and action is strong enough, the acquirer’s manager will find ample rationalizations for such a value-destroying issuance of stock. Friendly investment bankers will reassure him as to the soundness of his actions. (Don’t ask the barber whether you need a haircut.)

当然若购并者对于规模的渴望配合上积极的行动自然能够找到理由解释这种摧毁公司价值的发行新股行动，亲切的投资银行家会再三保证其动作的合理性(不要问理发师你是否应该理头发)

A few favorite rationalizations employed by stock-issuing managements follow:

通常公司经营阶层最常采用的理由有下列几项:

(a) “The company we’re buying is going to be worth a lot more in the future.” (Presumably so is the interest in the old business that is being traded away; future prospects are implicit in the business valuation process. If 2X is issued for X, the imbalance still exists when both parts double in business value.)

(a)我们现在要买下的这家公司未来潜力无穷，(假定他们要换走的原有公司股份可能也是如此，而未来的远景以企业评价的角度而言是诲暗不明的，若以二倍的东西换取一倍的东西，即使未来两者的企业价值皆倍增则此种差异将仍然存在)。

(b) “We have to grow.” (Who, it might be asked, is the “we”? For present shareholders, the reality is that all existing businesses shrink when shares are issued. Were Berkshire to issue shares tomorrow for an acquisition, Berkshire would own everything that it now owns plus the new business, but your interest in such hard-to-match businesses as See’s Candy Shops, National Indemnity, etc. would automatically be reduced. If (1) your family owns a 120-acre farm and (2) you invite a neighbor with 60 acres of comparable land to merge his farm into an equal partnership - with you to be managing partner, then (3) your managerial domain will have grown to 180 acres but you will have permanently shrunk by 25% your family’s ownership interest in both acreage and crops. Managers who want to expand their domain at the expense of owners might better consider a career in government.)

(b)我们必须成长(有人或许会问:“所谓的我们是指谁？”对现有的股东而言，事实是现有的企业价值将因发行新股而遭到稀释，假若明天伯克希尔要发行新股以购并别人，伯克希尔或许将拥有原有企业加上新购并的公司，但各位股东在那些无可取代的企业，诸如喜诗糖果，国民保险等公司的权益将马上减少。就像你家里原有120亩的农场，结果你和拥有60亩农地的邻居合并经营而权益各半，最后虽然你实际管理的面积增加为180亩，但你实际可分得的权益将永远减少25%，那些想要牺牲老板权益以扩张个人版图的经营阶层最好考虑到政府机关做事)

(c) “Our stock is undervalued and we’ve minimized its use in this deal - but we need to give the selling shareholders 51% in stock and 49% in cash so that certain of those shareholders can get the tax-free exchange they want.” (This argument acknowledges that it is beneficial to the acquirer to hold down the issuance of shares, and we like that. But if it hurts the old owners to utilize shares on a 100% basis, it very likely hurts on a 51% basis. After all, a man is not charmed if a spaniel defaces his lawn, just because it’s a spaniel and not a St. Bernard. And the wishes of sellers can’t be the determinant of the best interests of the buyer - what would happen if, heaven forbid, the seller insisted that as a condition of merger the CEO of the acquirer be replaced?)

(c)我们的股票受到低估，而在此项交易我们已尽量避免动用公司股份，但我们仍须给予卖方51%的股票与49%的现金，使得他们得以免税(这种论点无异承认买方应尽量少发行新股，我们认同。但若用100%的股票会损及原有股东权益，那么51%的股票也一样，卖方的期望并不是决定买方最佳利益的考量因素，若卖方坚持被购并的条件包含换掉公司CEO，那结果不知会如何?

There are three ways to avoid destruction of value for old owners when shares are issued for acquisitions. One is to have a true business-value-for-business-value merger, such as the Berkshire-Blue Chip combination is intended to be. Such a merger attempts to be fair to shareholders of both parties, with each receiving just as much as it gives in terms of intrinsic business value. The Dart Industries-Kraft and Nabisco Standard Brands mergers appeared to be of this type, but they are the exceptions. It’s not that acquirers wish to avoid such deals; it’s just that they are very hard to do.

有三种方法可以避免原有股东的股份价值遭到侵蚀，第一种是以合理的价格对合理的价格进行购并(就像是伯克希尔与蓝筹印花的合并案一样，试着用对双方都公平的方式进行，大家都收到与其付出一致的企业内含价值，Kraft与Nabisco的合并案也是如此，但他们是少数例外，不是因为购并者要回避这类交易，而是实际执行有困难)。

The second route presents itself when the acquirer’s stock sells at or above its intrinsic business value. In that situation, the use of stock as currency actually may enhance the wealth of the acquiring company’s owners. Many mergers were accomplished on this basis in the 1965-69 period. The results were the converse of most of the activity since 1970: the shareholders of the acquired company received very inflated currency (frequently pumped up by dubious accounting and promotional techniques) and were the losers of wealth through such transactions.

第二种方法发生在公司股票市价高于其实际企业内含价值，在这种情况下发行股票反而增进原有股东权益，在1965-69年间许多购并案属于这类，结果与1970年后的购并案完全相反，被购并的公司股东收到膨胀不实的股份(通常藉由可疑的会计与哄托的手法)成为该项交易的真正输家。

During recent years the second solution has been available to very few large companies. The exceptions have primarily been those companies in glamorous or promotional businesses to which the market temporarily attaches valuations at or above intrinsic business valuation.

而近年来第二种方法在大型的公司变得相当少见，有些例外主要是那些具有美丽远景的公司使得市场暂时以高于其企业内含价值的价格予以评价。

The third solution is for the acquirer to go ahead with the acquisition, but then subsequently repurchase a quantity of shares equal to the number issued in the merger. In this manner, what originally was a stock-for-stock merger can be converted, effectively, into a cash-for-stock acquisition. Repurchases of this kind are damage-repair moves. Regular readers will correctly guess that we much prefer repurchases that directly enhance the wealth of owners instead of repurchases that merely repair previous damage. Scoring touchdowns is more exhilarating than recovering one’s fumbles. But, when a fumble has occurred, recovery is important and we heartily recommend damage-repair repurchases that turn a bad stock deal into a fair cash deal.

第三种方法是购并者照样进行交易，但然后接着从市场买回与因购并所发行的股份数量相同的股票，如此一来，原本以股换股的交易会转变为以现金换股的交易，买回股份本身是一种修补损害的动作，正常的读者应该能正确的猜到我们宁愿以买回自家股份的方式直接增进原有股东权益，而不只是修补原先的损害，得分的达阵会比弥补失误更令人雀跃，但当失误真得发生了，弥补是很重要的，我们衷心建议弥补错误的买回自家股份动作能将一项不好的以股换股交易变为公平的以现金换股交易。

The language utilized in mergers tends to confuse the issues and encourage irrational actions by managers. For example, “dilution” is usually carefully calculated on a pro forma basis for both book value and current earnings per share. Particular emphasis is given to the latter item. When that calculation is negative (dilutive) from the acquiring company’s standpoint, a justifying explanation will be made (internally, if not elsewhere) that the lines will cross favorably at some point in the future. (While deals often fail in practice, they never fail in projections - if the CEO is visibly panting over a prospective acquisition, subordinates and consultants will supply the requisite projections to rationalize any price.) Should the calculation produce numbers that are immediately positive - that is, anti-dilutive - for the acquirer, no comment is thought to be necessary.

购并所用的语言通常会让事情搞混且鼓励经理人作出不合理的举动，例如股权稀释通常须经过仔细试算对帐面价值与每股获利能力的影响，而后者尤其受到重视，若计算结果对购并者为负面(即遭到稀释)，则马上有人会提出合理解释说明在未来一定能够改善(实际交易不一定成功，但计划绝对不会有问题，若老板很明显的对于一项购并案保持高度兴趣，下面的部属与顾问一定能量身订作一套计划来证明交易价格的合理性)，更别提若是试算结果为正面(即反稀释)一定不会有人再有任何意见。

The attention given this form of dilution is overdone: current earnings per share (or even earnings per share of the next few years) are an important variable in most business valuations, but far from all powerful.

对于股权稀释与否的关心实在是有点过度，现在的每股盈余(甚至是未来几年的每股盈余)是企业评价的重要变量，但却不是绝对惟一的。

There have been plenty of mergers, non-dilutive in this limited sense, that were instantly value destroying for the acquirer. And some mergers that have diluted current and near-term earnings per share have in fact been value-enhancing. What really counts is whether a merger is dilutive or anti-dilutive in terms of intrinsic business value (a judgment involving consideration of many variables). We believe calculation of dilution from this viewpoint to be all-important (and too seldom made).

有许多的合并案，即使未遭稀释，购并者本身的权益却马上遭到损害，而有些案子虽然现在或未来几年的每股盈余遭到稀释，但原有股东的权益却**提高，真正重要的是一件购并案其企业内含价值是否有遭到稀释(而这需要考量许多项变量)，我们坚信从这个角度去判断是绝对必要的(事实上也很难做到)。

A second language problem relates to the equation of exchange. If Company A announces that it will issue shares to merge with Company B, the process is customarily described as “Company A to Acquire Company B”, or “B Sells to A”. Clearer thinking about the matter would result if a more awkward but more accurate description were used: “Part of A sold to acquire B”, or “Owners of B to receive part of A in exchange for their properties”. In a trade, what you are giving is just as important as what you are getting. This remains true even when the final tally on what is being given is delayed. Subsequent sales of common stock or convertible issues, either to complete the financing for a deal or to restore balance sheet strength, must be fully counted in evaluating the fundamental mathematics of the original acquisition. (If corporate pregnancy is going to be the consequence of corporate mating, the time to face that fact is before the moment of ecstasy.)

第二个问题牵涉到交换的比例，若甲公司宣布要发行股票购并乙公司，通常大家都会把它解读成甲要取得乙或乙要卖给甲，但真正对这件事看得透澈的人却会直接但贴切的形容为甲卖掉部份股份以取得乙或乙股东得到部份甲的股份以换取乙全部的财产。在交易中，你给对方的跟对方给你的东西一样重要，即使要经过好一阵子才能知道你所给的是什么。后续不论是出售普通股或发行可转债以取得交易所需资金或恢复财报实力，皆必须仔细计算以评估原本这项购并案的影响，(若企业怀胎是企业结合的必然结果，那么在享乐之前便须面对现实)。

Managers and directors might sharpen their thinking by asking themselves if they would sell 100% of their business on the same basis they are being asked to sell part of it. And if it isn’t smart to sell all on such a basis, they should ask themselves why it is smart to sell a portion. A cumulation of small managerial stupidities will produce a major stupidity - not a major triumph. (Las Vegas has been built upon the wealth transfers that occur when people engage in seemingly-small disadvantageous capital transactions.)

管理阶层必须仔细想清楚，他们会不会在像卖部份股权一样的情况下，把100%股权卖掉，若卖掉全部股权的作法不恰当，那么在同一基础下卖掉部份股权就合理吗?管理当局的小错误会慢慢累积成为一项大错误而非大胜利(拉斯维加斯就是建立在人们从事认为无伤大雅的资本交易所造成的财富移转之上)。

The “giving versus getting” factor can most easily be calculated in the case of registered investment companies. Assume Investment Company X, selling at 50% of asset value, wishes to merge with Investment Company Y. Assume, also, that Company X therefore decides to issue shares equal in market value to 100% of Y’s asset value.

取舍之间的因素考量在投资公司间可以很容易的计算，假设投资公司甲其市价仅为其真正价值的一半，并打算购并投资公司乙，又假设投资公司甲决定发行相当市值的股份以换取投资公司乙全部的资产。

Such a share exchange would leave X trading $2 of its previous intrinsic value for $1 of Y’s intrinsic value. Protests would promptly come forth from both X’s shareholders and the SEC, which rules on the fairness of registered investment company mergers. Such a transaction simply would not be allowed.

在这种情况下等于是投资公司甲以二块钱的内含价值换取一块钱的内含价值，而马上会接到甲公司股东与证监会的异议，强调投资公司合并的公平性，所以这样的交易一定不被允许。

In the case of manufacturing, service, financial companies, etc., values are not normally as precisely calculable as in the case of investment companies. But we have seen mergers in these industries that just as dramatically destroyed value for the owners of the acquiring company as was the case in the hypothetical illustration above. This destruction could not happen if management and directors would assess the fairness of any transaction by using the same yardstick in the measurement of both businesses.

然而对制造、服务、金融等公司而言，价值却不像投资公司那么容易计算，但我们也曾见过有些购并案像前面所提案例一样明显伤害原有股东的权益，而如果公司经营阶层能注重公平性，愿意用同样的标准来评估两家企业的话，这样的伤害便绝对不会发生。

Finally, a word should be said about the “double whammy” effect upon owners of the acquiring company when value-diluting stock issuances occur. Under such circumstances, the first blow is the loss of intrinsic business value that occurs through the merger itself. The second is the downward revision in market valuation that, quite rationally, is given to that now-diluted business value. For current and prospective owners understandably will not pay as much for assets lodged in the hands of a management that has a record of wealth-destruction through unintelligent share issuances as they will pay for assets entrusted to a management with precisely equal operating talents, but a known distaste for anti-owner actions. Once management shows itself insensitive to the interests of owners, shareholders will suffer a long time from the price/value ratio afforded their stock (relative to other stocks), no matter what assurances management gives that the value-diluting action taken was a one-of-a-kind event.

最后我们对购并者原有股东因发行稀释股份的祸不单行表示点意见，在这种情况下，第一项打击是购并案本身所造成对内含价值的损害，第二项打击是在购并案后对企业评价的向下修正，因为包括现有与未来可能的股东会对管理当局这种损害股东权益的行为感到失望，而宁愿把钱交给真正重视股东权益的人手上，如此一来公司的本益比将向下修正，不管管理当局如何再三强调保证这种行为只是偶发的。

Those assurances are treated by the market much as one-bug-in-the-salad explanations are treated at restaurants. Such explanations, even when accompanied by a new waiter, do not eliminate a drop in the demand (and hence market value) for salads, both on the part of the offended customer and his neighbors pondering what to order. Other things being equal, the highest stock market prices relative to intrinsic business value are given to companies whose managers have demonstrated their unwillingness to issue shares at any time on terms unfavorable to the owners of the business.

市场对这些保证的态度，就像餐馆对沙拉中发现有一只小虫子的解释一样，即使有一个新服务员陪同，也不能避免对沙拉的需求下降(因此市场价值下降)，无论是对被冒犯的顾客还是他的考虑要点什么的邻居。在其他条件相同的情况下，相对于内在商业价值而言，最高的股票市场价格是给予那些不轻易以对股东不利的条件发行股票的公司的。

At Berkshire, or any company whose policies we determine (including Blue Chip and Wesco), we will issue shares only if our owners receive in business value as much as we give. We will not equate activity with progress or corporate size with owner-wealth.

在伯克希尔或是其它由我们作决策的公司，包括蓝筹印花及Wesco，惟有当我们所换得的企业价值跟我们所付出的一样多时，才考虑发行新股，我们绝不会将企业发展或企业规模与股东权益划上等号。