巴菲特致股东的信（1985年）④三家非常好的企业（以及关于激励薪酬的几点思考）

Three Very Good Businesses (and a Few Thoughts About Incentive Compensation)

When I was 12, I lived with my grandfather for about four months. A grocer by trade, he was also working on a book and each night he dictated a few pages to me. The title - brace yourself - was “How to Run a Grocery Store and a Few Things I Have Learned About Fishing”. My grandfather was sure that interest in these two subjects was universal and that the world awaited his views. You may conclude from this section’s title and contents that I was overexposed to Grandpa’s literary style (and personality).

三家非常好的企业（以及关于激励薪酬的几点思考）

记得 12 岁时我和爷爷一起住了大概有 4 个月，那时他开了一家杂货店，他正在写一本书，每晚都会念几页给我听，书名很大气，叫《如何经营一家杂货店与我从钓鱼上学到的一些事》，我爷爷以为所有人对于这两件事一定都会感兴趣，且全世界一定都会看重他的想法。通过本节的标题和内容，你一定会觉得我的写作风格(也包含个性)完全承袭了我爷爷。

I am merging the discussion of Nebraska Furniture Mart, See’s Candy Shops, and Buffalo Evening News here because the economic strengths, weaknesses, and prospects of these businesses have changed little since I reported to you a year ago. The shortness of this discussion, however, is in no way meant to minimize the importance of these businesses to us: in 1985 they earned an aggregate of $72 million pre-tax. Fifteen years ago, before we had acquired any of them, their aggregate earnings were about $8 million pre-tax.

我把内布拉斯家具店、喜诗糖果店与布法罗报纸摆在一起谈是因为我认为这几家企业的竞争优势、劣势与产业前景跟我一年前报告的一样，一点都没有改变，简短的叙述不代表它们占我们公司的重要性有丝毫的减损。在1985 年合计税前净利为 7200 万美元，在十五年前还未买下它们之前，此数字为 800 万美元。

While an increase in earnings from $8 million to $72 million sounds terrific - and usually is - you should not automatically assume that to be the case. You must first make sure that earnings were not severely depressed in the base year. If they were instead substantial in relation to capital employed, an even more important point must be examined: how much additional capital was required to produce the additional earnings?

虽然利润从 800 万到 7200 万看起来好象很惊人(事实上也是)，但你千万不要以为本来就是这样。首先你必须确定基期数据没有失真低估，其次，如果盈利相对于投入资本来说是很可观的(高 ROIC)，则必须研究一个更重要的问题：产生额外收益需要再投入多少额外资本？

In both respects, our group of three scores well. First, earnings 15 years ago were excellent compared to capital then employed in the businesses. Second, although annual earnings are now $64 million greater, the businesses require only about $40 million more in invested capital to operate than was the case then.

关于这两点，这三家公司完全经得起考验。相对于其所占用的资本，十五年前它们所产生的收益就颇为可观。现在虽然增加了 6400 万收益，但企业运营额外累计投入的资本也只有 4000 万美金而已。

The dramatic growth in earning power of these three businesses, accompanied by their need for only minor amounts of capital, illustrates very well the power of economic goodwill during an inflationary period (a phenomenon explained in detail in the 1983 annual report). The financial characteristics of these businesses have allowed us to use a very large portion of the earnings they generate elsewhere. Corporate America, however, has had a different experience: in order to increase earnings significantly, most companies have needed to increase capital significantly also. The average American business has required about $5 of additional capital to generate an additional $1 of annual pre-tax earnings. That business, therefore, would have required over $300 million in additional capital from its owners in order to achieve an earnings performance equal to our group of three.

这三个企业的盈利能力急剧增长，同时它们只需要增加少量的资本，原因在于高通膨时期经济商誉所能发挥的魔力，我们在 1983年报中有详细解释，这些公司的经济特性使得我们可以将他们所赚到的大部分收益用在别的投资之上。然而美国企业界却是另外一种状况：为了大幅提高获利，大部分公司需要再投入大量的资本。为了增加 1 美元的税前收益，平均需要再投入 5 美元资本。等于要额外再投入 3 亿美元，才能达到我们这三家公司目前的获利水准。

When returns on capital are ordinary, an earn-more-by-putting-up-more record is no great managerial achievement. You can get the same result personally while operating from your rocking chair. just quadruple the capital you commit to a savings account and you will quadruple your earnings. You would hardly expect hosannas for that particular accomplishment. Yet, retirement announcements regularly sing the praises of CEOs who have, say, quadrupled earnings of their widget company during their reign - with no one examining whether this gain was attributable simply to many years of retained earnings and the workings of compound interest.

当资本回报率平平，这种建立在更多资本投入之上的盈利增长并不是什么伟大的管理成就。你躺在摇椅上也能轻松做出这样的成绩，只要你将存入银行的资金翻倍，你的利息就会翻倍，没有人会对这样的成果报以掌声。

If the widget company consistently earned a superior return on capital throughout the period, or if capital employed only doubled during the CEO’s reign, the praise for him may be well deserved. But if return on capital was lackluster and capital employed increased in pace with earnings, applause should be withheld. A savings account in which interest was reinvested would achieve the same year-by-year increase in earnings - and, at only 8% interest, would quadruple its annual earnings in 18 years.

但通常我们在某位资深主管的退休仪式上，歌颂他在任内将公司的收益数字提高数倍，却没人会去看看这一成果事实上只是因为公司每年所累积收益与复利所产生的效果。当然若那家公司在此期间以有限的资金赚取极高的报酬或是只增加一点资金便创造更多的收益，则他所得到的掌声是名符其实。但若资本回报率低迷，而投入的资本随着收入的增长而增加，那么就应该把掌声收回，因为只要把存在银行所赚的 8%利息再继续存着，18 年后你的利息收入自然翻倍。

The power of this simple math is often ignored by companies to the detriment of their shareholders. Many corporate compensation plans reward managers handsomely for earnings increases produced solely, or in large part, by retained earnings - i.e., earnings withheld from owners. For example, ten-year, fixed-price stock options are granted routinely, often by companies whose dividends are only a small percentage of earnings.

这种简单的算术问题常常被公司管理层忽视，从而损害其股东的利益。许多公司的奖励计划随随便便就大方的犒赏公司主管，事实上公司的收益增长完全或大部分是由留存收益产生的——即从所有者那里扣留的收益。例如十年固定价格的认股权通常由股息率极低的公司授予。

An example will illustrate the inequities possible under such circumstances. Let’s suppose that you had a $100,000 savings account earning 8% interest and “managed” by a trustee who could decide each year what portion of the interest you were to be paid in cash. Interest not paid out would be “retained earnings” added to the savings account to compound. And let’s suppose that your trustee, in his superior wisdom, set the “pay-out ratio” at one-quarter of the annual earnings.

有一个例子可以用来说明这中间的不合理性，假设你有一个本金 10 万美元利率 8%的银行账户，交由一位理财经理管理，该理财经理决定每年以现金支付您的利息是多少。未支付的利息则继续存在银行利滚利，让我们假设理财经理以其卓越的智慧将“支付比率”设定为年收入的 25%。

Under these assumptions, your account would be worth $179,084 at the end of ten years. Additionally, your annual earnings would have increased about 70% from $8,000 to $13,515 under this inspired management. And, finally, your “dividends” would have increased commensurately, rising regularly from $2,000 in the first year to $3,378 in the tenth year. Each year, when your manager’s public relations firm prepared his annual report to you, all of the charts would have had lines marching skyward.

最后让我来看看十年之后你会得到什么：十年后你的账户余额是 179,084 美元，此外在理财经理的精心管理下，你每年收到的利息从 2,000 增加到 3,378 美元，而你整体年收入从 8,000 增加到 13,515 美元。每年你的理财经理向你提交的年度报告中，所有的图表都是一条上升的直线。

Now, just for fun, let’s push our scenario one notch further and give your trustee-manager a ten-year fixed-price option on part of your “business” (i.e., your savings account) based on its fair value in the first year. With such an option, your manager would reap a substantial profit at your expense - just from having held on to most of your earnings. If he were both Machiavellian and a bit of a mathematician, your manager might also have cut the pay-out ratio once he was firmly entrenched.

现在让我们再作进一步假设，你与理财经理签订的管理合约中有一项约定：赋予理财经理十年内固定价格的认股权利。现在你会发现，理财经理仅仅通过保留你的大部分利息的方式，就从你的口袋中大捞了一笔。如果他既是马基雅维利主义者(Machiavelli 为达目的可以不择手段)，又有点数学基础的话，那么他一旦站稳脚跟，就可能会降低你的派息比例。

This scenario is not as farfetched as you might think. Many stock options in the corporate world have worked in exactly that fashion: they have gained in value simply because management retained earnings, not because it did well with the capital in its hands.

而这种情况你不要以为不大可能，企业界的许多股票期权正是以这种方式运作的：公司业绩上涨仅仅是因为管理层留存收益，而不是因为他们的资本运营表现良好。

Managers actually apply a double standard to options. Leaving aside warrants (which deliver the issuing corporation immediate and substantial compensation), I believe it is fair to say that nowhere in the business world are ten-year fixed-price options on all or a portion of a business granted to outsiders. Ten months, in fact, would be regarded as extreme. It would be particularly unthinkable for managers to grant a long-term option on a business that was regularly adding to its capital. Any outsider wanting to secure such an option would be required to pay fully for capital added during the option period.

而事实上，公司高管对于期权采用双重标准，撇开认股权即时巨额补偿不谈，我认为公平地说，在商业世界中，没有任何一家公司会向局外人授予全部或部分业务的十年固定价格期权，甚至十个月都是不可想象的。尤其是需要频繁增加资本投入的企业来说，授予长期期权更是完全不可理喻的。任何想要获得类似期权的局外人都需要全额扣除在这期间的资本投入。假设是对外发行这样的认股权，其价格一定会高得惊人。

The unwillingness of managers to do-unto-outsiders, however, is not matched by an unwillingness to do-unto-themselves. (Negotiating with one’s self seldom produces a barroom brawl.) Managers regularly engineer ten-year, fixed-price options for themselves and associates that, first, totally ignore the fact that retained earnings automatically build value and, second, ignore the carrying cost of capital. As a result, these managers end up profiting much as they would have had they had an option on that savings account that was automatically building up in value.

然而管理层虽然不愿意向局外人这么做，却愿意对自己做。毕竟与自己谈判很少引起酒吧间的争吵。管理层定期为自己和同事设计十年期固定价格期权，首先，他们完全忽视留存收益自动创造价值的事实，其次，他们忽略了账面资本的占用成本。结果，从一个本该自动增值的储蓄账户的期权上，这些经理人获得了很多本该属于股东的利润。

Of course, stock options often go to talented, value-adding managers and sometimes deliver them rewards that are perfectly appropriate. (Indeed, managers who are really exceptional almost always get far less than they should.) But when the result is equitable, it is accidental. Once granted, the option is blind to individual performance. Because it is irrevocable and unconditional (so long as a manager stays in the company), the sluggard receives rewards from his options precisely as does the star. A managerial Rip Van Winkle, ready to doze for ten years, could not wish for a better “incentive” system.

当然，有时股票期权也会授予才华横溢、对公司有巨大贡献的经理人，不过通常只是碰巧。事实上，一家公司给真正有杰出贡献的经理人的往往不够多。而股票期权一旦授予便无法撤销，无论这个人之后表现如何都不能取消(只要这位老兄继续留在公司)，一个庸才从期权赚到的跟真正的人才一样多，这实在是管理界的李伯大梦最好的去处了。准备打瞌睡十年的经理 Rip Van Winkle 不希望有更好的激励系统。(注：《瑞普·凡·温克尔》美国小说，Rip 为了躲避唠叨凶悍的妻子上山打猎昏睡了 20 年，醒来发现他已由殖民时期英王的臣民变为美国自由公民。但他无动于衷，因为他最担心的是女人的专政)

(I can’t resist commenting on one long-term option given an “outsider”: that granted the U.S. Government on Chrysler shares as partial consideration for the government’s guarantee of some lifesaving loans. When these options worked out well for the government, Chrysler sought to modify the payoff, arguing that the rewards to the government were both far greater than intended and outsize in relation to its contribution to Chrysler’s recovery. The company’s anguish over what it saw as an imbalance between payoff and performance made national news. That anguish may well be unique: to my knowledge, no managers - anywhere - have been similarly offended by unwarranted payoffs arising from options granted to themselves or their colleagues.)

我忍不住要再说一次，之前一个“局外人”的长期期权案例：克莱斯勒公司为了获得借款担保，给了美国政府外部期权作为部分报酬，当后来这些期权变得价值不菲时，克莱斯勒竭尽所能想要修改条件，声称与政府对克莱斯勒复苏的贡献相比，政府获得的回报远远超过太多，政府所获得与付出不成正比，这种不满甚至成了全国性的新闻，这种不平之鸣很可能是独一无二的：因为据我所知，没有一家公司的经理人会对自己或同事在期权上类似的不劳而获表示过任何异议。

Ironically, the rhetoric about options frequently describes them as desirable because they put managers and owners in the same financial boat. In reality, the boats are far different. No owner has ever escaped the burden of capital costs, whereas a holder of a fixed-price option bears no capital costs at all. An owner must weigh upside potential against downside risk; an option holder has no downside. In fact, the business project in which you would wish to have an option frequently is a project in which you would reject ownership. (I’ll be happy to accept a lottery ticket as a gift - but I’ll never buy one.)

更讽刺的是，大家一再发表“期权的实施是必要可行的，因为如此一来经理人与股东便能同舟一济”的论调，而事实上，两者的船是完全不同的，所有股东必须负担资本的成本，而经理人持有的固定价格期权却什么成本也不必承担。所有股东在期盼公司壮大的同时还必须承受公司可能破产的风险，而期权持有人没有这些风险。事实上，一个你希望能频繁享有期权的商业项目往往是你根本不想投资的项目，(若有人要免费送我彩票，我一定欣然接受，但我永远不会去买)。

In dividend policy also, the option holders’ interests are best served by a policy that may ill serve the owner. Think back to the savings account example. The trustee, holding his option, would benefit from a no-dividend policy. Conversely, the owner of the account should lean to a total payout so that he can prevent the option-holding manager from sharing in the account’s retained earnings.

在股利政策方面亦然，凡事对持有期权的经理人最有利的对股东一定最不利，回到之前的银行存款案例上，不派发利息对于持有期权的理财经理最有利，相反地，身为所有人应该要把利息全取出来，免得持有期权的经理人利用留存收益利滚利占股东便宜。

Despite their shortcomings, options can be appropriate under some circumstances. My criticism relates to their indiscriminate use and, in that connection, I would like to emphasize three points:

虽然有那么多缺点，期权在某些时后还是很好用，我批评的重点主要是它们被无限制地遭到滥用，这里我有三点要说明：

First, stock options are inevitably tied to the overall performance of a corporation. Logically, therefore, they should be awarded only to those managers with overall responsibility. Managers with limited areas of responsibility should have incentives that pay off in relation to results under their control. The .350 hitter expects, and also deserves, a big payoff for his performance - even if he plays for a cellar-dwelling team. And the .150 hitter should get no reward - even if he plays for a pennant winner. Only those with overall responsibility for the team should have their rewards tied to its results.

首先，股票期权不可避免地与公司的整体业绩挂钩，所以理论上它们应该授予负责公司全局的高级经理人，部门经理则应视其负责部分的表现给予奖励，对于打击率高达 35%的明星球员来说，应该给予大额的奖金，即使他带领的是一支烂队。相反地，对于打击率 15%的入门球员，就算他们那一队最后得到冠军也不应该给予任何奖励。只有那些对团队负有全面责任的人才能将他们的奖励与团队的成绩挂钩。

Second, options should be structured carefully. Absent special factors, they should have built into them a retained-earnings or carrying-cost factor. Equally important, they should be priced realistically. When managers are faced with offers for their companies, they unfailingly point out how unrealistic market prices can be as an index of real value. But why, then, should these same depressed prices be the valuations at which managers sell portions of their businesses to themselves? (They may go further: officers and directors sometimes consult the Tax Code to determine the lowest prices at which they can, in effect, sell part of the business to insiders. While they’re at it, they often elect plans that produce the worst tax result for the company.) Except in highly unusual cases, owners are not well served by the sale of part of their business at a bargain price - whether the sale is to outsiders or to insiders. The obvious conclusion: options should be priced at true business value.

第二，期权设计应当要非常慎重。除非有特殊原因，应该要把账面资金成本与保留收益的影响列入考量，同样重要的是，期权的定价应该是合理的。当公司面临外部敌意并购时，他们一定马上指出市价是如何地不合理，无法反应公司实际的价值，但是为何公司要以更低的价格贱卖公司部分股权给经理人呢？他们可能会走得更远：高管和董事有时会参考税法，以确定将部分股权出售给内部人士的最低价格，甚至会选择对公司产生最坏税收结果的计划。除非在非常特殊的情况，公司将部分股权廉价不管是卖给内部人还是外部人，原来的股东权益一定受到损害，显而易见的结论是：期权的认购价一定要与其真实商业价值对等。

Third, I want to emphasize that some managers whom I admire enormously - and whose operating records are far better than mine - disagree with me regarding fixed-price options. They have built corporate cultures that work, and fixed-price options have been a tool that helped them. By their leadership and example, and by the use of options as incentives, these managers have taught their colleagues to think like owners. Such a Culture is rare and when it exists should perhaps be left intact - despite inefficiencies and inequities that may infest the option program. “If it ain’t broke, don’t fix it” is preferable to “purity at any price”.

第三，我必须强调有一些我非常欣赏且经营绩效远胜于我的经理人，不认同我在固定价格期权的看法，他们建立了一套行之有效的企业文化，而固定价格期权是他们认为非常有用的激励工具。通过他们个人的领导风格与示范，并以期权作为激励措施，他们成功地引导员工以股东的心态来思考。这种文化是罕见的，但若有我们也必须小心的呵护，即使这样的期权效率低下并且不公平，孰谚有云：“东西若没坏，就不必修理”，这总比不惜一切代价的完美主义好得多。

At Berkshire, however, we use an incentive@compensation system that rewards key managers for meeting targets in their own bailiwicks. If See’s does well, that does not produce incentive compensation at the News - nor vice versa. Neither do we look at the price of Berkshire stock when we write bonus checks. We believe good unit performance should be rewarded whether Berkshire stock rises, falls, or stays even. Similarly, we think average performance should earn no special rewards even if our stock should soar. “Performance”, furthermore, is defined in different ways depending upon the underlying economics of the business: in some our managers enjoy tailwinds not of their own making, in others they fight unavoidable headwinds.

然而，在伯克希尔我们采用的奖励计划根据每个人在其职权范围内的目标达成状况做为奖赏的依据。若喜诗糖果表现的好，则这与新闻事业部门一点关系都没有，反之亦然。当然，我们在发放奖金时与伯克希尔的股价高低没有任何关连。我们认为，不管伯克希尔的股价是涨是跌，表现好的部门都应该得到应有的奖励，同样的即使伯克希尔的股价飙涨，若员工表现平平也不应该大发奖金。而表现是依据各个公司本身竞争条件与环境列入考量，有时只是运气好搭上行业景气的顺风车，有时不可避免的要在行业低谷中拼搏。

The rewards that go with this system can be large. At our various business units, top managers sometimes receive incentive bonuses of five times their base salary, or more, and it would appear possible that one manager’s bonus could top $2 million in 1986. (I hope so.) We do not put a cap on bonuses, and the potential for rewards is not hierarchical. The manager of a relatively small unit can earn far more than the manager of a larger unit if results indicate he should. We believe, further, that such factors as seniority and age should not affect incentive compensation (though they sometimes influence basic compensation). A 20-year-old who can hit .300 is as valuable to us as a 40-year-old performing as well.

即使是在这样的制度下，有时奖励也相当可观。在各个部门中，高级经理人有时可以领到底薪五倍以上的奖金，甚至更多。1986 年，一位经理可能会领到 200 万以上的奖金。我们奖金不设上限，奖金潜力也没有等级划分，我们认为尽管职位与年资可以影响基本薪酬，但不应该影响奖金。若表现得好，一个小业务主管可能比一个较大业务主管领得奖金多的多，只要打击率能超过 30%，不管你是 20 岁的小伙或是四十岁的老将，我们都一样重视。

Obviously, all Berkshire managers can use their bonus money (or other funds, including borrowed money) to buy our stock in the market. Many have done just that - and some now have large holdings. By accepting both the risks and the carrying costs that go with outright purchases, these managers truly walk in the shoes of owners.

而很显然的，伯克希尔各业务的经理人可以利用他们所领到的奖金(或其他的钱，甚至去借钱)到股票市场上买进我们公司的股票，而事实上有许多人确实如此，而且持股数量很高。通过直接市场购买与其它股东一样承担风险与资金成本，这些经理人确实与公司股东站在同一条阵线之上。

Now let’s get back - at long last - to our three businesses:

现在，让我们回到我们这三项业务上：

At Nebraska Furniture Mart our basic strength is an exceptionally low-cost operation that allows the business to regularly offer customers the best values available in home furnishings. NFM is the largest store of its kind in the country. Although the already-depressed farm economy worsened considerably in 1985, the store easily set a new sales record. I also am happy to report that NFM’s Chairman, Rose Blumkin (the legendary “Mrs. B”), continues at age 92 to set a pace at the store that none of us can keep up with. She’s there wheeling and dealing seven days a week, and I hope that any of you who visit Omaha will go out to the Mart and see her in action. It will inspire you, as it does me.

在内布拉斯加家具商场，我们最具优势的竞争力在于低成本的营运，并提供客户最有性价比的家具。作为全美同类商场规模最大的一家店，尽管本已萧条的农业经济在 1985 年大幅恶化，营收仍创下新高。我也很高兴跟各位报告，家具店的负责人 B 夫人虽然高龄 92 岁，每天仍以年轻人跟不上的节奏在店里忙碌着，她一个礼拜工作七天，我希望当大家造访奥马哈时，能到店里看看她，相信你会与我一样精神一振。

At See’s we continue to get store volumes that are far beyond those achieved by any competitor we know of. Despite the unmatched consumer acceptance we enjoy, industry trends are not good, and we continue to experience slippage in poundage sales on a same-store basis. This puts pressure on per-pound costs. We now are willing to increase prices only modestly and, unless we can stabilize per-shop poundage, profit margins will narrow.

在喜诗糖果我们与同业竞争对手相比，其单店销售量仍大幅领先，虽然我们广为消费大众所接受认同，整个产业表现并不好，单店糖果销售磅数持续下滑，每磅单位成本压力陡升，而我们却只能稍微调涨价格，如此一来我们的毛利势必受到影响。

At the News volume gains are also difficult to achieve. Though linage increased during 1985, the gain was more than accounted for by preprints. ROP linage (advertising printed on our own pages) declined. Preprints are far less profitable than ROP ads, and also more vulnerable to competition. In 1985, the News again controlled costs well and our household penetration continues to be exceptional.

在新闻业务方面一样很难增加发行量，虽然 1985 年广告量略有增加，但主要来自于夹报部分，ROP 广告(报纸版面上的广告)却在下滑，预印广告的利润远低于后者，且竞争较激烈，所幸去年成本控制得宜，我们的家庭渗透率继续保持卓越。

One problem these three operations do not have is management. At See’s we have Chuck Huggins, the man we put in charge the day we bought the business. Selecting him remains one of our best business decisions. At the News we have Stan Lipsey, a manager of equal caliber. Stan has been with us 17 years, and his unusual business talents have become more evident with every additional level of responsibility he has tackled. And, at the Mart, we have the amazing Blumkins - Mrs. B, Louie, Ron, Irv, and Steve - a three-generation miracle of management.

我们较不担心的是这三家都有优秀的管理阶层，在接手喜诗糖果时我们便一直有 Chuck Huggins 掌控大局，我们买下公司那天就让他坐镇，选上他是我们作得最对的决策之一。新闻业务我们有 Stan Lipsey，也是一个出色的经理人，他跟我们在一起工作十七年了，每当我们赋予他更多责任，他的才能表现便更上一层楼。在 NFM 家具店我们拥有令人惊叹的 Blumkins 家族：B 夫人、Louie、Ron、Irv 和 Steve，三代人的管理奇迹。

I consider myself extraordinarily lucky to be able to work with managers such as these. I like them personally as much as I admire them professionally.

能够跟这一群优秀的专业经理人一起共事，我实在感到非常幸运，在专业上我佩服之至，在私人方面则是我的好朋友。