• 1992年致股东信
  • 第一部分
    • 致伯克希尔·哈撒韦公司全体股东：
      • 所罗门插曲
      • 收购
      • 报告收益来源
      • ”透视”收益
      • 保险业务
      • 普通股投资
      • 杂项

Our per-share book value increased 20.3% during 1992. Over the last 28 years (that is, since present management took over) book value has grown from $19 to $7,745, or at a rate of 23.6% compounded annually.

During the year, Berkshire’s net worth increased by $1.52 billion. More than 98% of this gain came from earnings and appreciation of portfolio securities, with the remainder coming from the issuance of new stock. These shares were issued as a result of our calling our convertible debentures for redemption on January 4, 1993, and of some holders electing to receive common shares rather than the cash that was their alternative. Most holders of the debentures who converted into common waited until January to do it, but a few made the move in December and therefore received shares in 1992. To sum up what happened to the $476 million of bonds we had outstanding: $25 million were converted into shares before yearend; $46 million were converted in January; and $405 million were redeemed for cash. The conversions were made at $11,719 per share, so altogether we issued 6,106 shares.

Berkshire now has 1,152,547 shares outstanding. That compares, you will be interested to know, to 1,137,778 shares outstanding on October 1, 1964, the beginning of the fiscal year during which Buffett Partnership, Ltd. acquired control of the company.

We have a firm policy about issuing shares of Berkshire, doing so only when we receive as much value as we give. Equal value, however, has not been easy to obtain, since we have always valued our shares highly. So be it: We wish to increase Berkshire’s size only when doing that also increases the wealth of its owners.

Those two objectives do not necessarily go hand-in-hand as an amusing but value-destroying experience in our past illustrates. On that occasion, we had a significant investment in a bank whose management was hell-bent on expansion. (Aren’t they all?) When our bank wooed a smaller bank, its owner demanded a stock swap on a basis that valued the acquiree’s net worth and earning power at over twice that of the acquirer’s. Our management—visibly in heat—quickly capitulated. The owner of the acquiree then insisted on one other condition: “You must promise me,” he said in effect, “that once our merger is done and I have become a major shareholder, you’ll never again make a deal this dumb.”

You will remember that our goal is to increase our per-share intrinsic value—for which our book value is a conservative, but useful, proxy—at a 15% annual rate. This objective, however, cannot be attained in a smooth manner. Smoothness is particularly elusive because of the accounting rules that apply to the common stocks owned by our insurance companies, whose portfolios represent a high proportion of Berkshire’s net worth. Since 1979, generally accepted accounting principles (GAAP) have required that these securities be valued at their market prices (less an adjustment for tax on any net unrealized appreciation) rather than at the lower of cost or market. Run-of-the-mill fluctuations in equity prices therefore cause our annual results to gyrate, especially in comparison to those of the typical industrial company.

To illustrate just how volatile our progress has been—and to indicate the impact that market movements have on short-term results—we show on the facing page our annual change in per-share net worth and compare it with the annual results (including dividends) of the S&P 500.

You should keep at least three points in mind as you evaluate this data. The first point concerns the many businesses we operate whose annual earnings are unaffected by changes in stock market valuations. The impact of these businesses on both our absolute and relative performance has changed over the years. Early on, returns from our textile operation, which then represented a significant portion of our net worth, were a major drag on performance, averaging far less than would have been the case if the money invested in that business had instead been invested in the S&P 500. In more recent years, as we assembled our collection of exceptional businesses run by equally exceptional managers, the returns from our operating businesses have been high—usually well in excess of the returns achieved by the S&P.

A second important factor to consider—and one that significantly hurts our relative performance—is that both the income and capital gains from our securities are burdened by a substantial corporate tax liability whereas the S&P returns are pre-tax. To comprehend the damage, imagine that Berkshire had owned nothing other than the S&P index during the 28-year period covered. In that case, the tax bite would have caused our corporate performance to be appreciably below the record shown in the table for the S&P. Under present tax laws, a gain for the S&P of 18% delivers a corporate holder of that index a return well short of 13%. And this problem would be intensified if corporate tax rates were to rise. This is a structural disadvantage we simply have to live with; there is no antidote for it.

The third point incorporates two predictions: Charlie Munger, Berkshire’s Vice Chairman and my partner, and I are virtually certain that the return over the next decade from an investment in the S&P index will be far less than that of the past decade, and we are dead certain that the drag exerted by Berkshire’s expanding capital base will substantially reduce our historical advantage relative to the index.

Making the first prediction goes somewhat against our grain: We’ve long felt that the only value of stock forecasters is to make fortune tellers look good. Even now, Charlie and I continue to believe that short-term market forecasts are poison and should be kept locked up in a safe place, away from children and also from grown-ups who behave in the market like children. However, it is clear that stocks cannot forever overperform their underlying businesses, as they have so dramatically done for some time, and that fact makes us quite confident of our forecast that the rewards from investing in stocks over the next decade will be significantly smaller than they were in the last. Our second conclusion—that an increased capital base will act as an anchor on our relative performance—seems incontestable. The only open question is whether we can drag the anchor along at some tolerable, though slowed, pace.

We will continue to experience considerable volatility in our annual results. That’s assured by the general volatility of the stock market, by the concentration of our equity holdings in just a few companies, and by certain business decisions we have made, most especially our move to commit large resources to super-catastrophe insurance. We not only accept this volatility but welcome it: A tolerance for short-term swings improves our long-term prospects. In baseball lingo, our performance yardstick is slugging percentage, not batting average.

Last June, I stepped down as Interim Chairman of Salomon Inc after ten months in the job. You can tell from Berkshire’s 1991-92 results that the company didn’t miss me while I was gone. But the reverse isn’t true: I missed Berkshire and am delighted to be back full-time. There is no job in the world that is more fun than running Berkshire and I count myself lucky to be where I am.

The Salomon post, though far from fun, was interesting and worthwhile: In Fortune’s annual survey of America’s Most Admired Corporations, conducted last September, Salomon ranked second among 311 companies in the degree to which it improved its reputation. Additionally, Salomon Brothers, the securities subsidiary of Salomon Inc, reported record pre-tax earnings last year—34% above the previous high.

Many people helped in the resolution of Salomon’s problems and the righting of the firm, but a few clearly deserve special mention. It is no exaggeration to say that without the combined efforts of Salomon executives Deryck Maughan, Bob Denham, Don Howard, and John Macfarlane, the firm very probably would not have survived. In their work, these men were tireless, effective, supportive and selfless, and I will forever be grateful to them.

Salomon’s lead lawyer in its Government matters, Ron Olson of Munger, Tolles & Olson, was also key to our success in getting through this trouble. The firm’s problems were not only severe, but complex. At least five authorities—the SEC, the Federal Reserve Bank of New York, the U.S. Treasury, the U.S. Attorney for the Southern District of New York, and the Antitrust Division of the Department of Justice—had important concerns about Salomon. If we were to resolve our problems in a coordinated and prompt manner, we needed a lawyer with exceptional legal, business and human skills. Ron had them all.

Of all our activities at Berkshire, the most exhilarating for Charlie and me is the acquisition of a business with excellent economic characteristics and a management that we like, trust and admire. Such acquisitions are not easy to make but we look for them constantly. In the search, we adopt the same attitude one might find appropriate in looking for a spouse: It pays to be active, interested and open-minded, but it does not pay to be in a hurry.

In the past, I’ve observed that many acquisition-hungry managers were apparently mesmerized by their childhood reading of the story about the frog-kissing princess. Remembering her success, they pay dearly for the right to kiss corporate toads, expecting wondrous transfigurations. Initially, disappointing results only deepen their desire to round up new toads. (“Fanaticism,” said Santyana, “consists of redoubling your effort when you’ve forgotten your aim.”) Ultimately, even the most optimistic manager must face reality. Standing knee-deep in unresponsive toads, he then announces an enormous “restructuring” charge. In this corporate equivalent of a Head Start program, the CEO receives the education but the stockholders pay the tuition.

In my early days as a manager I, too, dated a few toads. They were cheap dates—I’ve never been much of a sport—but my results matched those of acquirers who courted higher-priced toads. I kissed and they croaked.

After several failures of this type, I finally remembered some useful advice I once got from a golf pro (who, like all pros who have had anything to do with my game, wishes to remain anonymous). Said the pro: “Practice doesn’t make perfect; practice makes permanent.” And thereafter I revised my strategy and tried to buy good businesses at fair prices rather than fair businesses at good prices.

Last year, in December, we made an acquisition that is a prototype of what we now look for. The purchase was 82% of Central States Indemnity, an insurer that makes monthly payments for credit-card holders who are unable themselves to pay because they have become disabled or unemployed. Currently the company’s annual premiums are about $90 million and profits about $10 million. Central States is based in Omaha and managed by Bill Kizer, a friend of mine for over 35 years. The Kizer family—which includes sons Bill, Dick and John—retains 18% ownership of the business and will continue to run things just as it has in the past. We could not be associated with better people.

Coincidentally, this latest acquisition has much in common with our first, made 26 years ago. At that time, we purchased another Omaha insurer, National Indemnity Company (along with a small sister company) from Jack Ringwalt, another long-time friend. Jack had built the business from scratch and, as was the case with Bill Kizer, thought of me when he wished to sell. (Jack’s comment at the time: “If I don’t sell the company, my executor will, and I’d rather pick the home for it.”) National Indemnity was an outstanding business when we bought it and continued to be under Jack’s management. Hollywood has had good luck with sequels; I believe we, too, will.

Berkshire’s acquisition criteria are described on page 23. Beyond purchases made by the parent company, however, our subsidiaries sometimes make small “add-on” acquisitions that extend their product lines or distribution capabilities. In this manner, we enlarge the domain of managers we already know to be outstanding—and that’s a low-risk and high-return proposition. We made five acquisitions of this type in 1992, and one was not so small: At yearend, H. H. Brown purchased Lowell Shoe Company, a business with $90 million in sales that makes Nursemates, a leading line of shoes for nurses, and other kinds of shoes as well. Our operating managers will continue to look for add-on opportunities, and we would expect these to contribute modestly to Berkshire’s value in the future.

Then again, a trend has emerged that may make further acquisitions difficult. The parent company made one purchase in 1991, buying H. H. Brown, which is run by Frank Rooney, who has eight children. In 1992 our only deal was with Bill Kizer, father of nine. It won’t be easy to keep this string going in 1993.

The table below shows the major sources of Berkshire’s reported earnings. In this presentation, amortization of Goodwill and other major purchase-price accounting adjustments are not charged against the specific businesses to which they apply, but are instead aggregated and shown separately. This procedure lets you view the earnings of our businesses as they would have been reported had we not purchased them. I’ve explained in past reports why this form of presentation seems to us to be more useful to investors and managers than one utilizing GAAP, which requires purchase-price adjustments to be made on a business-by-business basis. The total net earnings we show in the table are, of course, identical to the GAAP total in our audited financial statements.

* Excludes interest expense of Scott Fetzer Financial Group and Mutual Savings & Loan. Includes $22.5 million in 1992 and $5.7 million in 1991 of premiums paid on the early redemption of debt.

A large amount of additional information about these businesses is given on pages 37-47, where you will also find our segment earnings reported on a GAAP basis. Our goal is to give you all of the financial information that Charlie and I consider significant in making our own evaluation of Berkshire.

We’ve previously discussed look-through earnings, which consist of: (1) the operating earnings reported in the previous section, plus; (2) the retained operating earnings of major investees that, under GAAP accounting, are not reflected in our profits, less; (3) an allowance for the tax that would be paid by Berkshire if these retained earnings of investees had instead been distributed to us. Though no single figure can be perfect, we believe that the look-through number more accurately portrays the earnings of Berkshire than does the GAAP number.

I’ve told you that over time look-through earnings must increase at about 15% annually if our intrinsic business value is to grow at that rate. Our look-through earnings in 1992 were $604 million, and they will need to grow to more than $1.8 billion by the year 2000 if we are to meet that 15% goal. For us to get there, our operating subsidiaries and investees must deliver excellent performances, and we must exercise some skill in capital allocation as well.

We cannot promise to achieve the $1.8 billion target. Indeed, we may not even come close to it. But it does guide our decision-making: When we allocate capital today, we are thinking about what will maximize look-through earnings in 2000.

We do not, however, see this long-term focus as eliminating the need for us to achieve decent short-term results as well. After all, we were thinking long-range thoughts five or ten years ago, and the moves we made then should now be paying off. If plantings made confidently are repeatedly followed by disappointing harvests, something is wrong with the farmer. (Or perhaps with the farm: Investors should understand that for certain companies, and even for some industries, there simply is no good long-term strategy.) Just as you should be suspicious of managers who pump up short-term earnings by accounting maneuvers, asset sales and the like, so also should you be suspicious of those managers who fail to deliver for extended periods and blame it on their long-term focus. (Even Alice, after listening to the Queen lecture her about “jam tomorrow,” finally insisted, “It must come sometimes to jam today.”)

The following table shows you how we calculate look-through earnings, though I warn you that the figures are necessarily very rough. (The dividends paid to us by these investees have been included in the operating earnings itemized on page 8, mostly under “Insurance Group: Net Investment Income.”)

(1) Net of minority interest at Wesco
(2) Calculated on average ownership for the year
(3) Excludes realized capital gains, which have been both recurring and significant

Shown below is an updated version of our usual table presenting key figures for the property-casualty insurance industry:

The combined ratio represents total insurance costs (losses incurred plus expenses) compared to revenue from premiums: A ratio below 100 indicates an underwriting profit, and one above 100 indicates a loss. The higher the ratio, the worse the year. When the investment income that an insurer earns from holding policyholders’ funds (“the float”) is taken into account, a combined ratio in the 106—110 range typically produces an overall break-even result, exclusive of earnings on the funds provided by shareholders.

About four points in the industry’s 1992 combined ratio can be attributed to Hurricane Andrew, which caused the largest insured loss in history. Andrew destroyed a few small insurers. Beyond that, it awakened some larger companies to the fact that their reinsurance protection against catastrophes was far from adequate. (It’s only when the tide goes out that you learn who’s been swimming naked.) One major insurer escaped insolvency solely because it had a wealthy parent that could promptly supply a massive transfusion of capital.

Bad as it was, however, Andrew could easily have been far more damaging if it had hit Florida 20 or 30 miles north of where it actually did and had hit Louisiana further east than was the case. All in all, many companies will rethink their reinsurance programs in light of the Andrew experience.

As you know we are a large writer—perhaps the largest in the world—of “super-cat” coverages, which are the policies that other insurance companies buy to protect themselves against major catastrophic losses. Consequently, we too took our lumps from Andrew, suffering losses from it of about $125 million, an amount roughly equal to our 1992 super-cat premium income. Our other super-cat losses, though, were negligible. This line of business therefore produced an overall loss of only $2 million for the year. (In addition, our investee, GEICO, suffered a net loss from Andrew, after reinsurance recoveries and tax savings, of about $50 million, of which our share is roughly $25 million. This loss did not affect our operating earnings, but did reduce our look-through earnings.)

In last year’s report I told you that I hoped that our super-cat business would over time achieve a 10% profit margin. But I also warned you that in any given year the line was likely to be “either enormously profitable or enormously unprofitable.” Instead, both 1991 and 1992 have come in close to a break-even level. Nonetheless, I see these results as aberrations and stick with my prediction of huge annual swings in profitability from this business.

Let me remind you of some characteristics of our super-cat policies. Generally, they are activated only when two things happen. First, the direct insurer or reinsurer we protect must suffer losses of a given amount—that’s the policyholder’s “retention”—from a catastrophe; and second, industry-wide insured losses from the catastrophe must exceed some minimum level, which usually is $3 billion or more. In most cases, the policies we issue cover only a specific geographical area, such as a portion of the U.S., the entire U.S., or everywhere other than the U.S. Also, many policies are not activated by the first super-cat that meets the policy terms, but instead cover only a “second-event” or even a third- or fourth-event. Finally, some policies are triggered only by a catastrophe of a specific type, such as an earthquake. Our exposures are large: We have one policy that calls for us to pay $100 million to the policyholder if a specified catastrophe occurs. (Now you know why I suffer eyestrain: from watching The Weather Channel.)

Currently, Berkshire is second in the U.S. property-casualty industry in net worth (the leader being State Farm, which neither buys nor sells reinsurance). Therefore, we have the capacity to assume risk on a scale that interests virtually no other company. We have the appetite as well: As Berkshire’s net worth and earnings grow, our willingness to write business increases also. But let me add that means good business. The saying, “a fool and his money are soon invited everywhere,” applies in spades in reinsurance, and we actually reject more than 98% of the business we are offered. Our ability to choose between good and bad proposals reflects a management strength that matches our financial strength: Ajit Jain, who runs our reinsurance operation, is simply the best in this business. In combination, these strengths guarantee that we will stay a major factor in the super-cat business so long as prices are appropriate.

What constitutes an appropriate price, of course, is difficult to determine. Catastrophe insurers can’t simply extrapolate past experience. If there is truly “global warming,” for example, the odds would shift, since tiny changes in atmospheric conditions can produce momentous changes in weather patterns. Furthermore, in recent years there has been a mushrooming of population and insured values in U.S. coastal areas that are particularly vulnerable to hurricanes, the number one creator of super-cats. A hurricane that caused x dollars of damage 20 years ago could easily cost 10x now.

Occasionally, also, the unthinkable happens. Who would have guessed, for example, that a major earthquake could occur in Charleston, S.C.? (It struck in 1886, registered an estimated 6.6 on the Richter scale, and caused 60 deaths.) And who could have imagined that our country’s most serious quake would occur at New Madrid, Missouri, which suffered an estimated 8.7 shocker in 1812. By comparison, the 1989 San Francisco quake was a 7.1—and remember that each one-point Richter increase represents a ten-fold increase in strength. Someday, a U.S. earthquake occurring far from California will cause enormous losses for insurers.

When viewing our quarterly figures, you should understand that our accounting for super-cat premiums differs from our accounting for other insurance premiums. Rather than recording our super-cat premiums on a pro-rata basis over the life of a given policy, we defer recognition of revenue until a loss occurs or until the policy expires. We take this conservative approach because the likelihood of super-cats causing us losses is particularly great toward the end of the year. It is then that weather tends to kick up: Of the ten largest insured losses in U.S. history, nine occurred in the last half of the year. In addition, policies that are not triggered by a first event are unlikely, by their very terms, to cause us losses until late in the year.

The bottom-line effect of our accounting procedure for super-cats is this: Large losses may be reported in any quarter of the year, but significant profits will only be reported in the fourth quarter.

As I’ve told you in each of the last few years, what counts in our insurance business is “the cost of funds developed from insurance,” or in the vernacular, “the cost of float.” Float—which we generate in exceptional amounts—is the total of loss reserves, loss adjustment expense reserves and unearned premium reserves minus agents’ balances, prepaid acquisition costs and deferred charges applicable to assumed reinsurance. The cost of float is measured by our underwriting loss.

The table below shows our cost of float since we entered the business in 1967.

Last year, our insurance operation again generated funds at a cost below that incurred by the U.S. Government on its newly-issued long-term bonds. This means that in 21 years out of the 26 years we have been in the insurance business we have beaten the Government’s rate, and often we have done so by a wide margin. (If, on average, we didn’t beat the Government’s rate, there would be no economic reason for us to be in the business.)

In 1992, as in previous years, National Indemnity’s commercial auto and general liability business, led by Don Wurster, and our homestate operation, led by Rod Eldred, made excellent contributions to our low cost of float. Indeed, both of these operations recorded an underwriting profit last year, thereby generating float at a less-than-zero cost. The bulk of our float, meanwhile, comes from large transactions developed by Ajit. His efforts are likely to produce a further growth in float during 1993.

Charlie and I continue to like the insurance business, which we expect to be our main source of earnings for decades to come. The industry is huge; in certain sectors we can compete world-wide; and Berkshire possesses an important competitive advantage. We will look for ways to expand our participation in the business, either indirectly as we have done through GEICO or directly as we did by acquiring Central States Indemnity.

Below we list our common stock holdings having a value of over $100 million. A small portion of these investments belongs to subsidiaries of which Berkshire owns less than 100%.

Leaving aside splits, the number of shares we held in these companies changed during 1992 in only four cases: We added moderately to our holdings in Guinness and Wells Fargo, we more than doubled our position in Freddie Mac, and we established a new holding in General Dynamics. We like to buy.

Selling, however, is a different story. There, our pace of activity resembles that forced upon a traveler who found himself stuck in tiny Podunk’s only hotel. With no T.V. in his room, he faced an evening of boredom. But his spirits soared when he spied a book on the night table entitled “Things to do in Podunk.” Opening it, he found just a single sentence: “You’re doing it.”

We were lucky in our General Dynamics purchase. I had paid little attention to the company until last summer, when it announced

标题：1992年致股东的信

第二部分

我认为这种鲁莽行为的部分原因是，会计规则长期以来并未要求将退休后医疗成本在实际发生时入账。相反，规则允许采用现金收付制会计，这极大地低估了正在积累的负债。实际上，管理层及其会计师对这些负债的态度是“眼不见，心不烦”。具有讽刺意味的是，其中一些管理者会迅速批评国会，因为国会在社会保障承诺或其他产生巨额未来负债的项目上采用了“现金收付制”思维。

思考会计问题的管理者永远不应忘记亚伯拉罕·林肯最喜欢的一个谜语：“如果你把狗的尾巴叫做腿，那么狗有几条腿？”答案是：“四条，因为把尾巴叫做腿并不能使它成为一条腿。”管理者应当牢记林肯是对的，即使审计师愿意证明尾巴就是一条腿。

* * * * * * * * * * * *

高管和会计师在“不愿面对现实”的行为方面，最恶劣的案例发生在股票期权领域。在伯克希尔1985年的年报中，我阐述了我对期权使用和滥用的看法。但即使期权结构合理，其会计处理方式也毫无意义。这种缺乏逻辑并非偶然：几十年来，商界大部分人士一直在与会计准则制定者斗争，试图阻止股票期权的成本反映在发行这些期权的公司利润中。

通常，高管们辩称期权难以估值，因此其成本应被忽略。在其他时候，管理者们又说为期权分配成本会损害初创小企业。有时他们甚至郑重宣称，“价外”期权（行权价等于或高于当前市价的期权）在发行时没有价值。

奇怪的是，机构投资者理事会也附和了这个主题的一个变种，他们认为期权不应被视为成本，因为它们“不是公司资金的流出”。我认为这种推理为美国公司提供了令人兴奋的可能性，可以立即改善其报告的利润。例如，它们可以通过支付期权来消除保险成本。所以，如果你是一位首席执行官，并且认同这种“无现金即无成本”的会计理论，我可以给你一个无法拒绝的报价：给伯克希尔打电话，我们将很乐意用一篮子你公司股票的长期期权换取向你出售保险。

股东们应该明白，当公司向另一方交付有价物时就会产生成本，而不仅仅是现金易手的时候。此外，仅仅因为一项重要的成本项目无法被精确量化就说不应予以确认，这既愚蠢又 cynical。目前，会计中充满了不精确性。毕竟，没有哪位管理者或审计师知道一架波音747能使用多久，这意味着他也不知道这架飞机每年的折旧费用应该是多少。没有人能确切知道银行每年的贷款损失准备应该是多少。财产险公司对损失的估计也出了名地不准确。

这是否意味着这些重要的成本项目仅仅因为它们无法被绝对精确地量化就应该被忽略？当然不是。相反，这些成本应该由诚实且有经验的人进行估计，然后记录下来。归根结底，除了股票期权之外，会计行业还说过哪些重大但难以精确计算的成本项目应该在计算收益时被忽略？

此外，期权并没有那么难估值。诚然，由于给予高管的期权受到各种限制，估值的难度增加了。这些限制会影响价值。但它们并不会消除价值。事实上，既然我处于提议的兴头上，我要向任何获得限制性期权的管理层人士提供一个提议，即使期权可能是价外的：在发行当天，伯克希尔将向他或她支付一笔可观的费用，以换取他或她从该期权中实现的任何未来收益。所以，如果你发现一位首席执行官说他新发行的期权价值很小或没有价值，告诉他来找我们试试。事实上，我们在确定为期权支付合适价格方面的信心，远远超过我们确定公司商务喷气机适当折旧率的信心。

在我看来，股票期权的现实情况可以简单概括：如果期权不是一种薪酬形式，那它是什么？如果薪酬不是一项费用，那它是什么？如果费用不应该计入收益的计算，那它们到底应该去哪里？

会计行业和美国证券交易委员会应该感到羞愧，因为他们长期以来一直允许企业高管在期权会计问题上对他们进行胁迫。此外，高管们进行的游说可能产生一个不幸的副产品：在我看来，当商业精英们在关乎自身利益的问题上鼓吹一些难以置信的观点时，他们就有可能在对社会具有重要意义的问题上——而关于这些问题他们可能有很多有价值的见解——失去公信力。

杂项

今年我们有两条遗憾的消息。首先，格莱蒂丝·凯泽，我的朋友和25年的助手，将在1993年年会后辞去后一职务，但她当然将永远是我的朋友。格莱蒂丝和我一直是一个团队，虽然我知道她即将退休，但这仍然是一个打击。

其次，在九月，维恩·麦肯齐在与我有30年合作关系后，辞去了首席财务官的职务。我们之间的合作始于他是巴菲特合伙有限公司的外部审计师。维恩将继续担任顾问，尽管这个职位描述常常是一种委婉说法，但在这种情况下，它具有实际意义。我期望维恩继续在伯克希尔扮演重要角色，但会按照他自己的节奏行事。维恩的替补，马克·汉堡，在五年后接替他成为首席财务官。

我记得一位女士在描述完美配偶时说，她想要一位考古学家：“我年纪越大，”她说，“他就会对我越感兴趣。”她可能会喜欢我的品味：我非常珍视那些在正常退休年龄之后仍工作出色，并且同时取得远比年轻竞争者更优秀业绩的杰出伯克希尔经理人。虽然我理解并同情维恩和格莱蒂丝在日历显示该退休时所做的决定，但这不是我希望鼓励的一步。老狗学不会新把戏。

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与罗斯·布卢姆金（更广为人知的名字是B夫人）相比，我对退休的看法是温和的。99岁时，她仍然每周工作七天。关于她，我有一些特别好的消息。

你可能记得，在她的家族于1983年将内布拉斯加家具城80%的股份出售给伯克希尔之后，B夫人继续担任董事长并经营地毯业务。然而，1989年，由于管理上的分歧，她离开了，并在隔壁的一栋她拥有多年的大型建筑里开设了自己的业务。在她的新业务中，她经营地毯区域，但将其他家居用品部门出租。

去年年底，B夫人决定将她的建筑和土地卖给内布拉斯加家具城。不过，她将继续在当前地点经营她的地毯业务（正当你全速前进时，没必要放慢脚步）。内布拉斯加家具城将在这栋建筑里与她并肩开店，从而大幅扩展其家具业务。

我很高兴B夫人再次与我们合作。她的商业故事无与伦比，我一直是她的粉丝，无论她是合作伙伴还是竞争对手。但请相信我，做合作伙伴更好。

这一次，B夫人慷慨地提出签署一份竞业禁止协议——而我，在她89岁时曾在此事上不够谨慎，于是立刻抓住了这笔交易。B夫人在许多方面都值得被载入吉尼斯世界纪录。在99岁时签署竞业禁止协议只是又多了一项。

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拉尔夫·谢伊，斯科特·费策公司的首席执行官，也是我希望99岁时仍能与我们同在的一位经理人，去年打出了一个全垒打——该公司创纪录地实现了1.1亿美元的税前利润。更令人印象深刻的是，斯科特·费策仅使用了1.16亿美元的股本权益就实现了这样的收益。这一非凡的成果并非杠杆的产物：该公司只使用了少量借入资金（除了在其金融子公司适当使用的债务外）。

斯科特·费策如今的运营，其库存和固定资产的投资均显著低于我们1986年收购它时的水平。这意味着，在我们拥有该公司的七年里，它能够将超过100%的收益分配给伯克希尔，同时使其本来就很不错的收益流大幅增长。拉尔夫不断超越自己，伯克希尔的股东们欠他很多。

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眼尖的读者可能会注意到，我们的公司费用从1991年的560万美元下降到1992年的420万美元。也许你会认为我已经卖掉了我们的公司商务机“无可辩驳号”。算了吧！我发现让飞机退役的想法比让董事长退休的想法更令人反感。（在这件事上，我展现了非典型的灵活性：多年来，我强烈反对公司商务机。但最终，我的教条被我的业力碾压了。）

我们的公司管理费实际下降是因为1991年的这些费用特别高，当时我们为纺织业务在1970年之前被指控的行为承担了一次性的环境费用。现在一切恢复正常，我们的税后管理费不到我们报告营业利润的1%，不到我们透视利润的0.5%。我们没有法律、人事、公共关系、投资者关系或战略规划部门。相应地，我们也不需要保安、司机、信使等支持人员。最后，除维恩外，我们不雇佣任何顾问。帕金森教授会喜欢我们的运作方式——不过查理，我必须说，仍然觉得它过于臃肿了。

在一些公司，公司费用占营业利润的10%或更多。运营部门向总部缴纳的这种“什一税”不仅损害了收益，更重要的是削减了资本价值。如果一家公司将其1%的运营利润用于总部成本，而另一家公司则花费10%，那么花费1%的公司股东所持股份的价值要比花费10%的公司股东高出9%，这部分差异完全是由公司管理费造成的。查理和我没有观察到高公司成本与良好公司业绩之间存在任何关联。事实上，我们认为，更简单、低成本的公司比其官僚主义同行更有可能有效运营。我们钦佩沃尔玛、纽柯钢铁、多佛、GEICO、金西金融和普惠公司的模式。

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去年年底，伯克希尔的股票价格突破了10,000美元。几位股东向我提到，高股价给他们带来了麻烦：他们喜欢每年赠送股票，但受到税收规则的限制，该规则区分了对单个受赠人每年10,000美元及以下的赠与和超过10,000美元的赠与。也就是说，不超过10,000美元的赠与是完全免税的；超过10,000美元的赠与需要捐赠人使用其部分终身赠与和遗产税免税额，或者，如果该免税额已经用尽，则需要支付赠与税。

我可以建议三种解决这个问题的方法。第一种对已婚股东有用，他们每年可以向单个受赠人赠与最多20,000美元，只要捐赠人提交一份包含其配偶书面同意当年赠与的赠与税申报表。

其次，无论是否已婚，股东都可以进行低价出售。例如，假设伯克希尔的股价为12,000美元，而你只想进行10,000美元的赠与。在这种情况下，以2,000美元的价格将股票出售给受赠人。（注意：如果出售给受赠人的价格超过你的税基，你将就超出部分征税。）

最后，你可以与接受你赠与的人建立一个合伙企业，投入伯克希尔股票，然后每年简单地赠与合伙企业的比例权益。这些权益可以是任何你选择的价值。如果价值为10,000美元或以下，赠与是免税的。

我们发出惯常的警告：在就任何更复杂的赠与方式采取行动之前，请咨询你自己的税务顾问。

我们维持1983年年报中阐述的关于股票分割的观点。总体而言，我们相信我们与所有者相关的政策——包括不分割政策——帮助我们聚集了一批股东群体，他们是任何美国广泛持股公司中最好的。我们的股东思考和行为方式像理性的长期所有者，并且像查理和我一样看待业务。因此，我们的股票交易价格始终在合理接近内在价值的范围内。

此外，我们相信，我们的股票换手率远低于任何其他广泛持股的公司。交易摩擦成本——这构成许多公司所有者的一个主要“税项”——在伯克希尔几乎不存在。（我们的纽约证券交易所专家吉姆·马奎尔的市场做市技巧无疑有助于保持这些成本的低水平。）显然，股票分割不会急剧改变这种情况。然而，由股票分割吸引来的新股东绝不可能提升我们股东群体的质量。相反，我们认为会发生轻微的降级。

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正如我之前提到的，12月16日，我们通知了零息可转换债券的持有人，要求其在1993年1月4日前赎回。这些债券在1989年发行时利率为5.5%，当时资金成本较低，但在赎回时对我们来说已不再具有吸引力。

这些债券本可由持有人在1994年9月选择赎回，而期限不超过那时的5.5%资金现在对我们来说已不感兴趣。此外，伯克希尔股东因存在转换期权而处于不利地位。在我们发行债券时，这种不利被它们提供的诱人利率所抵消；到1992年底，情况已不再如此。

总体而言，我们仍然厌恶债务，尤其是短期债务。但是，当债务结构合理且能为股东带来显著利益时，我们愿意承担适度的债务。

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大约97%的合格股份参与了伯克希尔1992年的股东指定捐赠计划。通过该计划捐赠的款项为760万美元，共有2,810家慈善机构受益。我正在考虑未来以高于伯克希尔账面价值增长率的幅度增加这些捐赠，我很乐意听取你们对此想法的意见。

我们建议新股东阅读第48-49页关于我们股东指定捐赠计划的描述。要参与未来的计划，你必须确保你的股票是以实际拥有人的名义登记的，而不是以经纪人、银行或存管机构的代名人名义登记的。未在1993年8月31日之前这样登记的股份将没有资格参与1993年的计划。

除了伯克希尔分配的股东指定捐赠外，我们运营子公司的经理们每年还会进行平均约200万美元的捐赠，包括商品。这些捐赠支持当地慈善机构，如联合劝募协会，并为我们的业务带来大致相称的收益。

然而，我们运营子公司的经理和母公司的高级职员都不会使用伯克希尔的资金，为广泛的国家项目或他们个人特别感兴趣的慈善活动进行捐赠，除非他们是以股东身份这样做。如果你的员工，包括你的首席执行官，希望向他们的母校或其他他们个人有感情联系的机构捐款，我们认为他们应该使用自己的钱，而不是你的。

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今年的年会将于1993年4月26日星期一上午9点30分在奥马哈市中心的奥芬剧院举行。去年有创纪录的1,700人参加了会议，但这一数字在奥芬剧院仍有充足的空间。

我们建议你尽早到以下酒店之一预订房间：(1) 雷迪森-雷迪克大厦，一家小型（88个房间）但不错的酒店，位于奥芬剧院对面；(2) 规模大得多的红狮酒店，距离奥芬剧院约五分钟步行路程；或 (3) 万豪酒店，位于西奥马哈，距离波仙珠宝店约100码，距离市中心大约二十分钟车程。我们将在万豪酒店安排巴士，于8:30和8:45出发前往会场，并在会议结束后返回。

查理和我总是很享受这次会议，我们希望你能参加。我们股东的质量反映在他们提出的问题的质量上：我们从未在任何其他地方的年会上看到过如此一贯高水平的、与所有者相关的、富有智慧的提问。

随附的代理材料说明了如何获得参加会议所需的入场卡。随入场卡附上的是奥芬剧院附近停车设施的信息。如果你开车来，请早一点到。附近的停车场很快就会满，你可能需要步行几个街区。

像往常一样，会议结束后，我们将有巴士带你前往内布拉斯加家具城和波仙珠宝店，之后还可以从那里带你到市中心酒店或机场。我希望你留出足够的时间充分探索这两家商店的吸引力。提前到达的人可以在任何一天前往家具城；它周六上午10点至下午5点30分营业，周日下午12点至5点30分营业。在那里，可以停在喜诗糖果推车前，亲自体验一下为什么查理和我比1972年我们收购喜诗糖果时要胖得多。

波仙珠宝店通常周日休息，但将在4月25日周日下午12点至6点对股东及其客人开放。查理和我会在场，戴着珠宝商的放大镜，随时准备给任何愚蠢到愿意倾听的人提供关于宝石的建议。同时也会提供大量的樱桃可乐、喜诗糖果和其他一些不太好的东西。我希望你加入我们。

1993年3月1日

沃伦·E·巴菲特 董事会主席