巴菲特致股东的信（1992年）⑨两个会计新原则

Two New Accounting Rules and a Plea for One More

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.

两个会计新原则

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，我们这部分未实现利益高达 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，因而增加了我们所得税的负债，并使账面价值减少 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.

未来，若税率有做任何变动时，我们的递延所得税负债以及账面价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，但却不合理地忽略了企业未来必须承担的医疗保险成本，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(同时也会使得账面价值大幅减少)，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盈利缩水。

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 post-retirement 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.

查理跟我在进行并购时，也会尽量避开那些潜藏高额退休金负债的公司。因此，虽然伯克希尔目前拥有超过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关门倒闭的命运，公司数千名员工也发现大笔的退休金医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 CEO 会想到，有一天他必须向董事会提出这种没有上限的退休医保计划，不需要具有专业的医学知识也知道越来越高的预期寿命以及医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通过内部自我保险的方式，投入这种永无止尽的大坑洞，最后导致公司股东承担后果而血本无归，就医保而言，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，甚至危及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 "cash-basis" thinking in respect to Social Security promises or other programs creating future liabilities of size.

我认为，之所以会有这种不顾后果的行为，一部分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，此举大大地低估了不断积累的负债，而公司的管理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维，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。

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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.

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提到公司高管与会计师的鸵鸟心态，最极端的例子发生在股票期权领域，在伯克希尔 1985 年的年报中，我曾经对于期权的滥用表达过个人的看法，但是即便是期权结构规划得当，在许多方面这种做法还是显得相当没有道理。然而缺乏逻辑绝非偶然，几十年来，企业界就不断地向会计规则制定者进行攻击，意图将股票期权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.

通常企业高管会辩称，期权的价值难以衡量，因此其成本应该被忽略。有时经理人也会说，若认列期权成本，将不利于初创公司的发展，有时他们甚至义正词严地指出，价外期权(亦即行权价格等于或是高于现价)在发行时并没有价值。

Oddly, the Council of Institutional Investors has chimed in with a variation on that theme, opining that options should not be viewed as a cost because they "aren't dollars out of a company's coffers." I see this line of reasoning as offering exciting possibilities to American corporations for instantly improving their reported profits. For example, they could eliminate the cost of insurance by paying for it with options. So if you're a CEO and subscribe to this "no cash-no cost" theory of accounting, I'll make you an offer you can't refuse: Give us a call at Berkshire and we will happily sell you insurance in exchange for a bundle of long-term options on your company's stock.

很奇怪的是机构投资人协会这时也插进来表示不同的意见，他们认为期权不应当被视作为一种成本，因为从头到尾，公司根本就不需要从口袋里掏出一毛钱。我认为，这样的理由等于是，给了所有美国企业大幅虚假提高帐面利润的难得良机。例如，他们可以以期权的方式来支付公司的保险成本，所以，如果由你来担任 CEO，同时充分地运用这种不付现金就没成本的会计理论，我绝对可以提出一个你无法拒绝的提议：打个电话到伯克希尔，我们很愿意以取得贵公司长期认股权的代价，接受你们的保单。

Shareholders should understand that companies incur costs when they deliver something of value to another party and not just when cash changes hands. Moreover, it is both silly and cynical to say that an important item of cost should not be recognized simply because it can't be quantified with pinpoint precision. Right now, accounting abounds with imprecision. After all, no manager or auditor knows how long a 747 is going to last, which means he also does not know what the yearly depreciation charge for the plane should be. No one knows with any certainty what a bank's annual loan loss charge ought to be. And the estimates of losses that property-casualty companies make are notoriously inaccurate.

公司股东们必须明白，当公司将某些有价值的东西交给别人，实际上就已经发生成本了，而不是等到现金付出去时才算。此外，如果因为所付出的实在是难以准确衡量，因此就无需认列成本，这实在是既愚蠢又让人啼笑皆非。会计本来就充满了不确定性，有哪一个经理人或是会计师可以正确的预估一架波音 747 客机的寿命到底有多久，那么难道他就不能估列这架飞机一年所需分担的折旧费用有多少吗？更何况，像财产险的损失估计更是出了名的不准。

Does this mean that these important items of cost should be ignored simply because they can't be quantified with absolute accuracy? Of course not. Rather, these costs should be estimated by honest and experienced people and then recorded. When you get right down to it, what other item of major but hard-to-precisely-calculate cost - other, that is, than stock options - does the accounting profession say should be ignored in the calculation of earnings?

难道这类重大的成本项目，就可以因为一句难以估计而加以省略吗？当然不行！相反，这些成本应该由诚实有经验的人加以估算并认列在帐上。而说到这里，除了股票期权以外，还有什么其它既重要但难以估算的成本项目，是会计师在计算年度利润时，可以刻意忽略不计的吗？

Moreover, options are just not that difficult to value. Admittedly, the difficulty is increased by the fact that the options given to executives are restricted in various ways. These restrictions affect value. They do not, however, eliminate it. In fact, since I'm in the mood for offers, I'll make one to any executive who is granted a restricted option, even though it may be out of the money: On the day of issue, Berkshire will pay him or her a substantial sum for the right to any future gain he or she realizes on the option. So if you find a CEO who says his newly-issued options have little or no value, tell him to try us out. In truth, we have far more confidence in our ability to determine an appropriate price to pay for an option than we have in our ability to determine the proper depreciation rate for our corporate jet.

更何况，期权也不是那么地难以估计，虽然授与经理人的股票期权，因为加了许多限制条款，而使得计算的难度增加，所代表的价值也略微减少，但却从不表示他们就完全没有价值。事实上，如果我们旗下的经理人愿意，我也可以提供给他们有限制的股票期权作为回报奖励，而在发行的那天，虽然行使的价格远高于现在的市价，但伯克希尔还是必须因此付出一大笔金额，好让他们能在未来年度行使这项认股权，所以如果若你遇到任何一位 CEO 跟你说他发行的认股权一点价值都没有的话，告诉他来找我们试一试，事实上比起评估企业专机每年的折旧费用，对于股票期权的估价我们觉得有信心多了。

It seems to me that the realities of stock options can be summarized quite simply: If options aren't a form of compensation, what are they? If compensation isn't an expense, what is it? And, if expenses shouldn't go into the calculation of earnings, where in the world should they go?

总而言之，个人对于期权的看法可以简单归纳为以下简单几点：如果期权不算是对经理人的一种补偿的话，那么它又算是什么？如果补偿不是一种费用的话，那么它又算是什么？又如果一家公司可以不必把费用列入损益表计算的话，那么它应该去哪里呢？

The accounting profession and the SEC should be shamed by the fact that they have long let themselves be muscled by business executives on the option-accounting issue. Additionally, the lobbying that executives engage in may have an unfortunate by-product: In my opinion, the business elite risks losing its credibility on issues of significance to society - about which it may have much of value to say - when it advocates the incredible on issues of significance to itself.

会计界以及证监会应该对于期权的会计问题，长期受到企业高管的牵制而感到羞愧，此外企业高管的长期游说也会产生相当不良的副作用：个人认为，当商界精英竟会为了一己之私利而肆意鼓吹时，他们可能会在社会重大议题上失去公信力。