巴菲特致股东的信（1984年）⑧股息政策

Dividend Policy

Dividend policy is often reported to shareholders, but seldom explained. A company will say something like, “Our goal is to pay out 40% to 50% of earnings and to increase dividends at a rate at least equal to the rise in the CPI”. And that’s it - no analysis will be supplied as to why that particular policy is best for the owners of the business. Yet, allocation of capital is crucial to business and investment management. Because it is, we believe managers and owners should think hard about the circumstances under which earnings should be retained and under which they should be distributed.

股息政策

一般公司都会跟股东报告股利政策，但通常不会详加解释。有的公司会说：我们的目标是发放 40-50%的收益，同时以至少等于 CPI 上涨的速度增加股利。就是这样而已，没有任何分析解释为何这类的政策会对股东有利，然而资本配置对于企业与投资管理来说是至关重要，因此我们认为经理人与所有权人应该仔细考虑，在什么情况下应该保留收益，以及在什么情况下应该分配收益。

The first point to understand is that all earnings are not created equal. In many businesses particularly those that have high asset/profit ratios - inflation causes some or all of the reported earnings to become ersatz. The ersatz portion - let’s call these earnings “restricted” - cannot, if the business is to retain its economic position, be distributed as dividends. Were these earnings to be paid out, the business would lose ground in one or more of the following areas: its ability to maintain its unit volume of sales, its long-term competitive position, its financial strength. No matter how conservative its payout ratio, a company that consistently distributes restricted earnings is destined for oblivion unless equity capital is otherwise infused.

首先要了解的是，并非所有的利润都是生而平等的。在许多企业尤其是那些资本密集型(资产/利润比例高)的公司，通胀往往使得报告收益变的虚无缥缈，这种「受限制的收益」(Restricted earnings)往往无法被当作真正的股利来发放，而必须加以保留再投资以维持原有的经济地位，如果勉强发放，将会使得公司在以下几方面失去竞争优势：维持原有销售规模的能力，维持其长期竞争优势，维持其原有财务实力。所以不论其股息率是如何保守，一家持续分配受限收益的公司注定面临淘汰，除非以其他方式不断融资。

Restricted earnings are seldom valueless to owners, but they often must be discounted heavily. In effect, they are conscripted by the business, no matter how poor its economic potential. (This retention-no-matter-how-unattractive-the-return situation was communicated unwittingly in a marvelously ironic way by Consolidated Edison a decade ago. At the time, a punitive regulatory policy was a major factor causing the company’s stock to sell as low as one-fourth of book value; i.e., every time a dollar of earnings was retained for reinvestment in the business, that dollar was transformed into only 25 cents of market value. But, despite this gold-into-lead process, most earnings were reinvested in the business rather than paid to owners. Meanwhile, at construction and maintenance sites throughout New York, signs proudly proclaimed the corporate slogan, “Dig We Must”.)

「受限制的收益」也并非毫无价值，但它们的折现值通常少得可怜。事实上不管它们可产生的经济效益有多差，企业离他又不行。这种不管前景多么不乐观一律保留的情况，在十年前由爱迪生联合电气公司(conEdison)，无意中以一种极具讽刺意味的方式传达出来。当时，一项惩罚性的监管政策使得公司的股价跌至帐面价值四分之一，即每一美元的保留收益用于再投资时，只会转化为 25 美分的市值。讽刺的是尽管这种黄金变成铅的现象一再发生，但大部分收益都被再投资于业务，而不是分红给股东。与此同时，公司在纽约的各个建筑工地上，标语自豪地宣告着公司口号“Dig We Must”(意指继续投资扩张)。

Restricted earnings need not concern us further in this dividend discussion. Let’s turn to the much-more-valued unrestricted variety. These earnings may, with equal feasibility, be retained or distributed. In our opinion, management should choose whichever course makes greater sense for the owners of the business.

在这次股息讨论中对于受限制的收益就说到这，让我们将话题转到更有价值的不受限制的部分。所谓不受限制的收益亦即「自由盈余」是指，可以加以保留，也可以予以分配的部分。我们认为分配与否主要取决于管理层判断哪一种对公司股东更为有利。

This principle is not universally accepted. For a number of reasons managers like to withhold unrestricted, readily distributable earnings from shareholders - to expand the corporate empire over which the managers rule, to operate from a position of exceptional financial comfort, etc. But we believe there is only one valid reason for retention. Unrestricted earnings should be retained only when there is a reasonable prospect - backed preferably by historical evidence or, when appropriate, by a thoughtful analysis of the future - that for every dollar retained by the corporation, at least one dollar of market value will be created for owners. This will happen only if the capital retained produces incremental earnings equal to, or above, those generally available to investors.

当然这项原则并未广为大家所接受，基于某些理由管理层往往偏好将收益予以保留，以扩大个人统治的企业帝国，同时使公司的财务状况更为舒适。但对于股东来说，我们认为将收益保留只有一个合理的理由：公司所保留的每一美元收益至少应能创造一美元的市场价值。只有当企业有合理的前景时，才应保留不受限制的收益，最好有过去的历史成绩佐证，或是有对未来深思熟虑的分析。只有当保留的收益创造的增量收益高于一般股东自行运用所生的效益时，保留才是必要的。

To illustrate, let’s assume that an investor owns a risk-free 10% perpetual bond with one very unusual feature. Each year the investor can elect either to take his 10% coupon in cash, or to reinvest the coupon in more 10% bonds with identical terms; i.e., a perpetual life and coupons offering the same cash-or-reinvest option. If, in any given year, the prevailing interest rate on long-term, risk-free bonds is 5%, it would be foolish for the investor to take his coupon in cash since the 10% bonds he could instead choose would be worth considerably more than 100 cents on the dollar. Under these circumstances, the investor wanting to get his hands on cash should take his coupon in additional bonds and then immediately sell them. By doing that, he would realize more cash than if he had taken his coupon directly in cash. Assuming all bonds were held by rational investors, no one would opt for cash in an era of 5% interest rates, not even those bondholders needing cash for living purposes.

为了说明这一点，假设有一位股东持有一种 10%无风险永续债，这种债券有一个特点，那就是投资人每年有权可选择领取 10%的债息或将此 10%债息继续买进同类型的债券。例如，终身寿险和提供相同现金或再投资选择权的票据。假设其中有一年，长期无风险利率为是 5%，则投资人应当不会笨到选择持有现金，而会将之继续买进同类型的 10%债券，因为后者能够产生更高的价值。在这种情况下，想要获得现金的投资者应该将他的息票先转换成额外的债券，然后再立即出售。假设所有债券都由理性投资者持有，那么在利率为 5%的时代，没有人会选择现金，即使是那些需要现金维持生活的债券持有人。

If, however, interest rates were 15%, no rational investor would want his money invested for him at 10%. Instead, the investor would choose to take his coupon in cash, even if his personal cash needs were nil. The opposite course - reinvestment of the coupon - would give an investor additional bonds with market value far less than the cash he could have elected. If he should want 10% bonds, he can simply take the cash received and buy them in the market, where they will be available at a large discount.

相反，若当时市场的利率是 15%，没有理性的投资者希望以 10%的利率去投资，投资者会直接选择现金，即使他根本不需要现金，因为息票再投资，其市场价值远低于他本可以选择的现金。如果他需要 10%债券，他可以简单的用收到的现金去市场上购买，在那里可以以很大折扣买到。

An analysis similar to that made by our hypothetical bondholder is appropriate for owners in thinking about whether a company’s unrestricted earnings should be retained or paid out. Of course, the analysis is much more difficult and subject to error because the rate earned on reinvested earnings is not a contractual figure, as in our bond case, but rather a fluctuating figure. Owners must guess as to what the rate will average over the intermediate future. However, once an informed guess is made, the rest of the analysis is simple: you should wish your earnings to be reinvested if they can be expected to earn high returns, and you should wish them paid to you if low returns are the likely outcome of reinvestment.

同样的道理也适用于股东思考公司的收益是否应该分配的问题之上，当然这时候的分析可能较为困难且容易出错，因为再投资的收益不像债券是白纸黑字的合同数字，而是一个波动数字。股东必须去判断，在可见的未来其平均的回报率是多少，而一旦数字能够确定下来的话，之后的分析就简单多了，若预期回报率高便可以再投资，反之则应要求加以分配自行安排投资。

Many corporate managers reason very much along these lines in determining whether subsidiaries should distribute earnings to their parent company. At that level,. the managers have no trouble thinking like intelligent owners. But payout decisions at the parent company level often are a different story. Here managers frequently have trouble putting themselves in the shoes of their shareholder-owners.

许多企业的经理人在确定子公司是否应该将收益分配给母公司时，会很理智地运用上述标准进行分析推理，在这个层面上，管理者可以毫不费力地像聪明的主人一样思考。但到了自己所掌管的母公司层面，可就完全是另外一回事了，他们很少会站在股东的立场为大家着想。

With this schizoid approach, the CEO of a multi-divisional company will instruct Subsidiary A, whose earnings on incremental capital may be expected to average 5%, to distribute all available earnings in order that they may be invested in Subsidiary B, whose earnings on incremental capital are expected to be 15%. The CEO’s business school oath will allow no lesser behavior. But if his own long-term record with incremental capital is 5% - and market rates are 10% - he is likely to impose a dividend policy on shareholders of the parent company that merely follows some historical or industry-wide payout pattern. Furthermore, he will expect managers of subsidiaries to give him a full account as to why it makes sense for earnings to be retained in their operations rather than distributed to the parent-owner. But seldom will he supply his owners with a similar analysis pertaining to the whole company.

通过这种类似精神分裂的方式，CEO 一方面要求旗下每年只能产生 5%回报率的子公司 A 分配所有收益，以便将其投资到每年可产生 15%回报率的子公司 B，这时他从不会忘记以前在商学院所学到的校训。但若他自己的增量资本的长期回报率只有 5%，而市场上的平均回报率是 10%时，他很可能会对母公司的股东实施股息政策，并依循公司历史上或者行业平均的股息率水平发放。此外，当他要求旗下子公司提出报告对其保留收益的比例作出解释的同时，他却从来不会想到，要对他母公司背后的股东作出任何类似的说明。

In judging whether managers should retain earnings, shareholders should not simply compare total incremental earnings in recent years to total incremental capital because that relationship may be distorted by what is going on in a core business. During an inflationary period, companies with a core business characterized by extraordinary economics can use small amounts of incremental capital in that business at very high rates of return (as was discussed in last year’s section on Goodwill). But, unless they are experiencing tremendous unit growth, outstanding businesses by definition generate large amounts of excess cash. If a company sinks most of this money in other businesses that earn low returns, the company’s overall return on retained capital may nevertheless appear excellent because of the extraordinary returns being earned by the portion of earnings incrementally invested in the core business. The situation is analogous to a Pro-Am golf event: even if all of the amateurs are hopeless duffers, the team’s best-ball score will be respectable because of the dominating skills of the professional.

在判断管理层是否应保留收益时，股东不应该只是单纯将过去几年的总增量收益和总增量资本作比较，因为这种比率会被核心业务的发展所扭曲，在高通胀的时代，某些具有特殊竞争力的核心业务能够运用少量的资金创造极高的回报率，如同去年我们商誉部分所述。除非他们正在经历销售规模的巨幅成长，否则一家好的企业定义上应该是指那些可以大量生产超额现金的公司。如果一家公司将大部分留存收益投入低回报的业务，那么该公司的留存资本的整体回报可能仍然很高，因为增量资本投资于核心业务的那一小部分会产生非凡的回报。这种情况类似于职业+业余配对的高尔夫球比赛，虽然大部分的业余选手的成绩一塌糊涂，但由于职业选手的高超表现，球队的最佳得分可能看起来还不错。

Many corporations that consistently show good returns both on equity and on overall incremental capital have, indeed, employed a large portion of their retained earnings on an economically unattractive, even disastrous, basis. Their marvelous core businesses, however, whose earnings grow year after year, camouflage repeated failures in capital allocation elsewhere (usually involving high-priced acquisitions of businesses that have inherently mediocre economics). The managers at fault periodically report on the lessons they have learned from the latest disappointment. They then usually seek out future lessons. (Failure seems to go to their heads.)

事实上，许多在股本和增量资本方面持续表现出良好回报的公司，把大部分的留存资金投在经济上缺乏竞争力甚至是灾难性的业务上。只是核心业务的持续增长掩盖了其他资本配置方面惨不忍睹的回报(这类资本配置通常是高价收购经济本质上平庸的企业)。而管理层也一再强调他们已从上一次并购失败中吸取了的教训，然后，马上物色下一次失败的机会，这似乎是被失败冲昏了头脑。

In such cases, shareholders would be far better off if earnings were retained only to expand the high-return business, with the balance paid in dividends or used to repurchase stock (an action that increases the owners’ interest in the exceptional business while sparing them participation in subpar businesses). Managers of high-return businesses who consistently employ much of the cash thrown off by those businesses in other ventures with low returns should be held to account for those allocation decisions, regardless of how profitable the overall enterprise is.

在这种情况下，如果留存收益只是为了扩大高回报业务，而剩余部分则用于分红或回购股票，股东的境况会好得多。回购是一种既可以增加股东权益，又可以避免公司乱花钱的好方法。高回报企业的管理层，如果一直将企业的大部分超额现金投向其他低回报的业务，都应该对这些烂分配决策负责，而不管企业整体利润有多高。

Nothing in this discussion is intended to argue for dividends that bounce around from quarter to quarter with each wiggle in earnings or in investment opportunities. Shareholders of public corporations understandably prefer that dividends be consistent and predictable. Payments, therefore, should reflect long-term expectations for both earnings and returns on incremental capital. Since the long-term corporate outlook changes only infrequently, dividend patterns should change no more often. But over time distributable earnings that have been withheld by managers should earn their keep. If earnings have been unwisely retained, it is likely that managers, too, have been unwisely retained.

以上的讨论，并不是证明公司的股利要随着每季收益或投资机会的波动而跟着变来变去。上市公司的股东一般偏好公司有一贯稳定的股利政策，因此，股利的发放应该要能够反应公司增量资本长期的收益预期。因为公司的长期前景通常变化不大，股利政策也应该如此。长期而言，被管理层拒绝分配的保留收益应该产生合理的回报，若一旦发现留存收益是错的，那么同样也表示现有管理层留下来也是错的。

Let’s now turn to Berkshire Hathaway and examine how these dividend principles apply to it. Historically, Berkshire has earned well over market rates on retained earnings, thereby creating over one dollar of market value for every dollar retained. Under such circumstances, any distribution would have been contrary to the financial interest of shareholders, large or small.

现在让我们回过头来检视一下伯克希尔的股利政策，看看这些股息原则如何适用于它。从历史上看，伯克希尔的留存收益的回报率远高于市场的平均回报率，即每一美元收益创造远大于一美元的市场价值。在这种情况下，任何发放股利的动作可能都不利于所有伯克希尔的大小股东。

In fact, significant distributions in the early years might have been disastrous, as a review of our starting position will show you. Charlie and I then controlled and managed three companies, Berkshire Hathaway Inc., Diversified Retailing Company, Inc., and Blue Chip Stamps (all now merged into our present operation). Blue Chip paid only a small dividend, Berkshire and DRC paid nothing. If, instead, the companies had paid out their entire earnings, we almost certainly would have no earnings at all now - and perhaps no capital as well. The three companies each originally made their money from a single business: (1) textiles at Berkshire; (2) department stores at Diversified; and (3) trading stamps at Blue Chip. These cornerstone businesses (carefully chosen, it should be noted, by your Chairman and Vice Chairman) have, respectively, (1) survived but earned almost nothing, (2) shriveled in size while incurring large losses, and (3) shrunk in sales volume to about 5% its size at the time of our entry. (Who says “you can’t lose ‘em all”?) Only by committing available funds to much better businesses were we able to overcome these origins. (It’s been like overcoming a misspent youth.) Clearly, diversification has served us well.

事实上，公司在初期阶段发放大量的现金股利可能是灾难性的。回顾我们刚开始经营伯克希尔就能发现这一点，当时查理跟我掌控三家企业：伯克希尔、多元零售和蓝筹印花(现在已合并为一家公司)，蓝筹印花公司只发放少量股利而其余两家皆未发放，相反的若当时我们把所赚的钱统统发掉，我们现在可能赚不到什么钱，甚至连一点资本也没有了。这三家公司当初各自靠一个业务赚钱的：(1)伯克希尔的纺织，(2)多元零售的百货，(3)蓝筹印花的优惠券买卖。要知道这些基础事业是我跟查理精心挑选的，目前：(1)纺织业务幸存下来但根本没赚到钱，(2)零售业务规模萎缩亏损巨大，(3)印花销售大幅缩水，只剩当初买入时 5%。谁说你不会失去所有？所以只有将资金投入到更好的业务，我们才能克服先天上的劣势，这就像补救一个错失的青春。显然多元化对我们很有助益。

We expect to continue to diversify while also supporting the growth of current operations though, as we’ve pointed out, our returns from these efforts will surely be below our historical returns. But as long as prospective returns are above the rate required to produce a dollar of market value per dollar retained, we will continue to retain all earnings. Should our estimate of future returns fall below that point, we will distribute all unrestricted earnings that we believe can not be effectively used. In making that judgment, we will look at both our historical record and our prospects. Because our year-to-year results are inherently volatile, we believe a five-year rolling average to be appropriate for judging the historical record.

我们预计将继续多元化并支持现有业务的成长，但正如我们所指出的那样，这些努力获得的回报肯定会低于我们的历史记录。但只要预期保留的每一美元收益能产生超过一美元市场价值，我们将继续保留所有收益。而一旦我们评估保留的收益无法达到前述的标准，我们一定会把所有多余的钱发还给股东、在作出判断前，我们将审视过去的记录与未来的前景，由于单一年度的变化颇大，我们认为五年滚动平均值适合来作判断。

Our present plan is to use our retained earnings to further build the capital of our insurance companies. Most of our competitors are in weakened financial condition and reluctant to expand substantially. Yet large premium-volume gains for the industry are imminent, amounting probably to well over $15 billion in 1985 versus less than $5 billion in 1983. These circumstances could produce major amounts of profitable business for us. Of course, this result is no sure thing, but prospects for it are far better than they have been for many years.

我们目前的计划是用保留收益来继续扩充保险业务，我们大部分的竞争对手财务状况过于糟糕而不愿大幅的扩张，然而此刻正值行业保费大幅成长之际，比起 1983 年的 50 亿，预计 1985 年将增长至 150 亿美元，这正是我们大幅扩张的难得良机，当然结果是不确定的，但前景比过去好的多。