• 1993年致股东的信
  • 第一部分/第二部分
    • • 致伯克希尔·哈撒韦股份有限公司全体股东：
      • To the Shareholders of Berkshire Hathaway Inc.:
      • Dexter鞋业
      • Dexter Shoe
      • 报告收益来源
      • Sources of Reported Earnings
      • ”透视”收益
      • “Look-Through” Earnings
      • 税收
      • Taxes
      • 保险业务
      • Insurance Operations
      • 1993年致股东信
      • 股东指定捐款计划
      • 几件个人事项
      • 年度股东大会

Title: 1993 Letter

Part 1/2

To the Shareholders of Berkshire Hathaway Inc.:

Our per-share book value increased 14.3% during 1993. Over the last 29 years (that is, since present management took over) book value has grown from $19 to $8,854, or at a rate of 23.3% compounded annually.

During the year, Berkshire’s net worth increased by $1.5 billion, a figure affected by two negative and two positive non-operating items. For the sake of completeness, I’ll explain them here. If you aren’t thrilled by accounting, however, feel free to fast-forward through this discussion:

1. The first negative was produced by a change in Generally Accepted Accounting Principles (GAAP) having to do with the taxes we accrue against unrealized appreciation in the securities we carry at market value. The old rule said that the tax rate used should be the one in effect when the appreciation took place. Therefore, at the end of 1992, we were using a rate of 34% on the $6.4 billion of gains generated after 1986 and 28% on the $1.2 billion of gains generated before that. The new rule stipulates that the current tax rate should be applied to all gains. The rate in the first quarter of 1993, when this rule went into effect, was 34%. Applying that rate to our pre-1987 gains reduced net worth by $70 million.

2. The second negative, related to the first, came about because the corporate tax rate was raised in the third quarter of 1993 to 35%. This change required us to make an additional charge of 1% against all of our unrealized gains, and that charge penalized net worth by $75 million. Oddly, GAAP required both this charge and the one described above to be deducted from the earnings we report, even though the unrealized appreciation that gave rise to the charges was never included in earnings, but rather was credited directly to net worth.

3. Another 1993 change in GAAP affects the value at which we carry the securities that we own. In recent years, both the common stocks and certain common-equivalent securities held by our insurance companies have been valued at market, whereas equities held by our non- insurance subsidiaries or by the parent company were carried at their aggregate cost or market, whichever was lower. Now GAAP says that all common stocks should be carried at market, a rule we began following in the fourth quarter of 1993. This change produced a gain in Berkshire’s reported net worth of about $172 million.

4. Finally, we issued some stock last year. In a transaction described in last year’s Annual Report, we issued 3,944 shares in early January, 1993 upon the conversion of $46 million convertible debentures that we had called for redemption. Additionally, we issued 25,203 shares when we acquired Dexter Shoe, a purchase discussed later in this report. The overall result was that our shares outstanding increased by 29,147 and our net worth by about $478 million. Per-share book value also grew, because the shares issued in these transactions carried a price above their book value.

Of course, it’s per-share intrinsic value, not book value, that counts. Book value is an accounting term that measures the capital, including retained earnings, that has been put into a business. Intrinsic value is a present-value estimate of the cash that can be taken out of a business during its remaining life. At most companies, the two values are unrelated. Berkshire, however, is an exception: Our book value, though significantly below our intrinsic value, serves as a useful device for tracking that key figure. In 1993, each measure grew by roughly 14%, advances that I would call satisfactory but unexciting.

These gains, however, were outstripped by a much larger gain—39%—in Berkshire’s market price. Over time, of course, market price and intrinsic value will arrive at about the same destination. But in the short run the two often diverge in a major way, a phenomenon I’ve discussed in the past. Two years ago, Coca-Cola and Gillette, both large holdings of ours, enjoyed market price increases that dramatically outpaced their earnings gains. In the 1991 Annual Report, I said that the stocks of these companies could not continuously overperform their businesses.

From 1991 to 1993, Coke and Gillette increased their annual operating earnings per share by 38% and 37% respectively, but their market prices moved up only 11% and 6%. In other words, the companies overperformed their stocks, a result that no doubt partly reflects Wall Street’s new apprehension about brand names. Whatever the reason, what will count over time is the earnings performance of these companies. If they prosper, Berkshire will also prosper, though not in a lock-step manner.

Let me add a lesson from history: Coke went public in 1919 at $40 per share. By the end of 1920 the market, coldly reevaluating Coke’s future prospects, had battered the stock down by more than 50%, to $19.50. At yearend 1993, that single share, with dividends reinvested, was worth more than $2.1 million. As Ben Graham said: “In the short-run, the market is a voting machine—reflecting a voter-registration test that requires only money, not intelligence or emotional stability—but in the long-run, the market is a weighing machine.”

So how should Berkshire’s over-performance in the market last year be viewed? Clearly, Berkshire was selling at a higher percentage of intrinsic value at the end of 1993 than was the case at the beginning of the year. On the other hand, in a world of 6% or 7% long-term interest rates, Berkshire’s market price was not inappropriate if—and you should understand that this is a huge if—Charlie Munger, Berkshire’s Vice Chairman, and I can attain our long-standing goal of increasing Berkshire’s per-share intrinsic value at an average annual rate of 15%. We have not retreated from this goal. But we again emphasize, as we have for many years, that the growth in our capital base makes 15% an ever-more difficult target to hit.

What we have going for us is a growing collection of good-sized operating businesses that possess economic characteristics ranging from good to terrific, run by managers whose performance ranges from terrific to terrific. You need have no worries about this group.

The capital-allocation work that Charlie and I do at the parent company, using the funds that our managers deliver to us, has a less certain outcome: It is not easy to find new businesses and managers comparable to those we have. Despite that difficulty, Charlie and I relish the search, and we are happy to report an important success in 1993.

Dexter Shoe

What we did last year was build on our 1991 purchase of H. H. Brown, a superbly-run manufacturer of work shoes, boots and other footwear. Brown has been a real winner: Though we had high hopes to begin with, these expectations have been considerably exceeded thanks to Frank Rooney, Jim Issler and the talented managers who work with them. Because of our confidence in Frank’s team, we next acquired Lowell Shoe, at the end of 1992. Lowell was a long-established manufacturer of women’s and nurses’ shoes, but its business needed some fixing. Again, results have surpassed our expectations. So we promptly jumped at the chance last year to acquire Dexter Shoe of Dexter, Maine, which manufactures popular-priced men’s and women’s shoes. Dexter, I can assure you, needs no fixing: It is one of the best-managed companies Charlie and I have seen in our business lifetimes.

Harold Alfond, who started working in a shoe factory at 25 cents an hour when he was 20, founded Dexter in 1956 with $10,000 of capital. He was joined in 1958 by Peter Lunder, his nephew. The two of them have since built a business that now produces over 7.5 million pairs of shoes annually, most of them made in Maine and the balance in Puerto Rico. As you probably know, the domestic shoe industry is generally thought to be unable to compete with imports from low-wage countries. But someone forgot to tell this to the ingenious managements of Dexter and H. H. Brown and to their skilled labor forces, which together make the U.S. plants of both companies highly competitive against all comers.

Dexter’s business includes 77 retail outlets, located primarily in the Northeast. The company is also a major manufacturer of golf shoes, producing about 15% of U.S. output. Its bread and butter, though, is the manufacture of traditional shoes for traditional retailers, a job at which it excels: Last year both Nordstrom and J.C. Penney bestowed special awards upon Dexter for its performance as a supplier during 1992.

Our 1993 results include Dexter only from our date of merger, November 7th. In 1994, we expect Berkshire’s shoe operations to have more than $550 million in sales, and we would not be surprised if the combined pre-tax earnings of these businesses topped $85 million. Five years ago we had no thought of getting into shoes. Now we have 7,200 employees in that industry, and I sing “There’s No Business Like Shoe Business” as I drive to work. So much for strategic plans.

At Berkshire, we have no view of the future that dictates what businesses or industries we will enter. Indeed, we think it’s usually poison for a corporate giant’s shareholders if it embarks upon new ventures pursuant to some grand vision. We prefer instead to focus on the economic characteristics of businesses that we wish to own and the personal characteristics of managers with whom we wish to associate—and then to hope we get lucky in finding the two in combination. At Dexter, we did.

 * * * * * * * * * * * *

And now we pause for a short commercial: Though they owned a business jewel, we believe that Harold and Peter (who were not interested in cash) made a sound decision in exchanging their Dexter stock for shares of Berkshire. What they did, in effect, was trade a 100% interest in a single terrific business for a smaller interest in a large group of terrific businesses. They incurred no tax on this exchange and now own a security that can be easily used for charitable or personal gifts, or that can be converted to cash in amounts, and at times, of their own choosing. Should members of their families desire to, they can pursue varying financial paths without running into the complications that often arise when assets are concentrated in a private business.

For tax and other reasons, private companies also often find it difficult to diversify outside their industries. Berkshire, in contrast, can diversify with ease. So in shifting their ownership to Berkshire, Dexter’s shareholders solved a reinvestment problem. Moreover, though Harold and Peter now have non-controlling shares in Berkshire, rather than controlling shares in Dexter, they know they will be treated as partners and that we will follow owner-oriented practices. If they elect to retain their Berkshire shares, their investment result from the merger date forward will exactly parallel my own result. Since I have a huge percentage of my net worth committed for life to Berkshire shares—and since the company will issue me neither restricted shares nor stock options—my gain-loss equation will always match that of all other owners.

Additionally, Harold and Peter know that at Berkshire we can keep our promises: There will be no changes of control or culture at Berkshire for many decades to come. Finally, and of paramount importance, Harold and Peter can be sure that they will get to run their business—an activity they dearly love—exactly as they did before the merger. At Berkshire, we do not tell .400 hitters how to swing.

What made sense for Harold and Peter probably makes sense for a few other owners of large private businesses. So, if you have a business that might fit, let me hear from you. Our acquisition criteria are set forth in the appendix on page 22.

Sources of Reported Earnings

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.

* Includes Dexter’s earnings only from the date it was acquired, November 7, 1993.

** Excludes interest expense of Commercial and Consumer Finance businesses. In 1992 includes $22.5 million of premiums paid on the early redemption of debt.

A large amount of information about these businesses is given on pages 38-49, where you will also find our segment earnings reported on a GAAP basis. In addition, on pages 52-59, we have rearranged Berkshire’s financial data into four segments on a non-GAAP basis, a presentation that corresponds to the way Charlie and I think about the company. Our intent is to supply you with the financial information that we would wish you to give us if our positions were reversed.

“Look-Through” Earnings

We’ve previously discussed look-through earnings, which we believe more accurately portray the earnings of Berkshire than does our GAAP result. As we calculate them, look-through earnings 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. The “operating earnings” of which we speak here exclude capital gains, special accounting items and major restructuring charges.

Over time, our look-through earnings need to increase at about 15% annually if our intrinsic value is to grow at that rate. Last year, I explained that we had to increase these earnings to about $1.8 billion in the year 2000, were we to meet the 15% goal. Because we issued additional shares in 1993, the amount needed has risen to about $1.85 billion.

That is a tough goal, but one that we expect you to hold us to. In the past, we’ve criticized the managerial practice of shooting the arrow of performance and then painting the target, centering it on whatever point the arrow happened to hit. We will instead risk embarrassment by painting first and shooting later.

If we are to hit the bull’s-eye, we will need markets that allow the purchase of businesses and securities on sensible terms. Right now, markets are difficult, but they can—and will—change in unexpected ways and at unexpected times. In the meantime, we’ll try to resist the temptation to do something marginal simply because we are long on cash. There’s no use running if you’re on the wrong road.

The following table shows 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) Does not include shares allocable to the minority interest at Wesco
(2) Calculated on average ownership for the year
(3) Excludes realized capital gains, which have been both recurring and significant
(4) The tax rate used is 14%, which is the rate Berkshire pays on the dividends it receives

We have told you that we expect the undistributed, hypothetically-taxed earnings of our investees to produce at least equivalent gains in Berkshire’s intrinsic value. To date, we have far exceeded that expectation. For example, in 1986 we bought three million shares of Capital Cities/ABC for $172.50 per share and late last year sold one-third of that holding for $630 per share. After paying 35% capital gains taxes, we realized a $297 million profit from the sale. In contrast, during the eight years we held these shares, the retained earnings of Cap Cities attributable to them—hypothetically taxed at a lower 14% in accordance with our look-through method—were only $152 million. In other words, we paid a much larger tax bill than our look-through presentations to you have assumed and nonetheless realized a gain that far exceeded the undistributed earnings allocable to these shares.

We expect such pleasant outcomes to recur often in the future and therefore believe our look-through earnings to be a conservative representation of Berkshire’s true economic earnings.

Taxes

As our Cap Cities sale emphasizes, Berkshire is a substantial payer of federal income taxes. In aggregate, we will pay 1993 federal income taxes of $390 million, about $200 million of that attributable to operating earnings and $190 million to realized capital gains. Furthermore, our share of the 1993 federal and foreign income taxes paid by our investees is well over $400 million, a figure you don’t see on our financial statements but that is nonetheless real. Directly and indirectly, Berkshire’s 1993 federal income tax payments will be about 1/2 of 1% of the total paid last year by all American corporations.

Speaking for our own shares, Charlie and I have absolutely no complaint about these taxes. We know we work in a market-based economy that rewards our efforts far more bountifully than it does the efforts of others whose output is of equal or greater benefit to society. Taxation should, and does, partially redress this inequity. But we still remain extraordinarily well-treated.

Berkshire and its shareholders, in combination, would pay a much smaller tax if Berkshire operated as a partnership or “S” corporation, two structures often used for business activities. For a variety of reasons, that’s not feasible for Berkshire to do. However, the penalty our corporate form imposes is mitigated—though far from eliminated—by our strategy of investing for the long term. Charlie and I would follow a buy-and-hold policy even if we ran a tax-exempt institution. We think it the soundest way to invest, and it also goes down the grain of our personalities. A third reason to favor this policy, however, is the fact that taxes are due only when gains are realized.

Through my favorite comic strip, Li’l Abner, I got a chance during my youth to see the benefits of delayed taxes, though I missed the lesson at the time. Making his readers feel superior, Li’l Abner bungled happily, but moronically, through life in Dogpatch. At one point he became infatuated with a New York temptress, Appassionatta Van Climax, but despaired of marrying her because he had only a single silver dollar and she was interested solely in millionaires. Dejected, Abner took his problem to Old Man Mose, the font of all knowledge in Dogpatch. Said the sage: Double your money 20 times and Appassionatta will be yours (1, 2, 4, 8 … . 1,048,576).

My last memory of the strip is Abner entering a roadhouse, dropping his dollar into a slot machine, and hitting a jackpot that spilled money all over the floor. Meticulously following Mose’s advice, Abner picked up two dollars and went off to find his next double. Whereupon I dumped Abner and began reading Ben Graham.

Mose clearly was overrated as a guru: Besides failing to anticipate Abner’s slavish obedience to instructions, he also forgot about taxes. Had Abner been subject, say, to the 35% federal tax rate that Berkshire pays, and had he managed one double annually, he would after 20 years only have accumulated $22,370. Indeed, had he kept on both getting his annual doubles and paying a 35% tax on each, he would have needed 7 1/2 years more to reach the $1 million required to win Appassionatta.

But what if Abner had instead put his dollar in a single investment and held it until it doubled the same 27 1/2 times? In that case, he would have realized about $200 million pre-tax or, after paying a $70 million tax in the final year, about $130 million after-tax. For that, Appassionatta would have crawled to Dogpatch. Of course, with 27 1/2 years having passed, how Appassionatta would have looked to a fellow sitting on $130 million is another question.

What this little tale tells us is that tax-paying investors will realize a far, far greater sum from a single investment that compounds internally at a given rate than from a succession of investments compounding at the same rate. But I suspect many Berkshire shareholders figured that out long ago.

Insurance Operations

At this point in the report we’ve customarily provided you with a table showing the annual “combined ratio” of the insurance industry for the preceding decade. This ratio compares total insurance costs (losses incurred plus expenses) to revenue from premiums. For many years, the ratio has been above 100, a level indicating an underwriting loss. That is, the industry has taken in less money each year from its policyholders than it has had to pay for operating expenses and for loss events that occurred during the year.

Offsetting this grim equation is a happier fact: Insurers get to hold on to their policyholders’ money for a time before paying it out. This happens because most policies require that premiums be prepaid and, more importantly, because it often takes time to resolve loss claims. Indeed, in the case of certain lines of insurance, such as product liability or professional malpractice, many years may elapse between the loss event and payment.

To oversimplify the matter somewhat, the total of the funds prepaid by policyholders and the funds earmarked for incurred-but-not-yet-paid claims is called “the float.” In the past, the industry was able to suffer a combined ratio of 107 to 111 and still break even from its insurance writings because of the earnings derived from investing this float.

As interest rates have fallen, however, the value of float has substantially declined. Therefore, the data that we have provided in the past are no longer useful for year-to-year comparisons of industry profitability. A company writing at the same combined ratio now as in the 1980’s today has a far less attractive business than it did then.

Only by making an analysis that incorporates both underwriting results and the current risk-free earnings obtainable from float can one evaluate the true economics of the business that a property-casualty insurer writes. Of course, the actual investment results that an insurer achieves from the use of both float and stockholders’ funds is also of major importance and should be carefully examined when an investor is assessing managerial performance. But that should be a separate analysis from the one we are discussing here. The value of float funds—in effect, their transfer price as they move from the insurance operation to the investment operation—should be determined simply by the risk-free, long-term rate of interest.

On the next page we show the numbers that count in an evaluation of Berkshire’s insurance business. We calculate our float—which we generate in exceptional amounts relative to our premium volume—by adding loss reserves, loss adjustment reserves and unearned premium reserves and then subtracting agent’s balances, prepaid acquisition costs and deferred charges applicable to assumed reinsurance. Our cost of float is determined by our underwriting loss or profit. In those years when we have had an underwriting profit, which includes 1993, our cost of float has been negative, and we have determined our insurance earnings by adding underwriting profit to float income.

As you can see, in our insurance operation last year we had the use of $2.6 billion at no cost; in fact we were paid $31 million, our underwriting profit, to hold these funds. This sounds good —is good—but is far from as good as it sounds.

We temper our enthusiasm because we write a large volume of “super-cat” policies (which other insurance and reinsurance companies buy to recover part of the losses they suffer from mega-catastrophes) and because last year we had no losses of consequence from this activity. As that suggests, the truly catastrophic Midwestern floods of 1993 did not trigger super-cat losses, the reason being that very few flood policies are purchased from private insurers.

It would be fallacious, however, to conclude from this single-year result that the super-cat business is a wonderful one, or even a satisfactory one. A simple example will illustrate the fallacy: Suppose there is an event that occurs 25 times in every century. If you annually give 5-for-1 odds against its occurrence that year, you will have many more winning years than losers. Indeed, you may go a straight six, seven or more years without loss. You also will eventually go broke.

At Berkshire, we naturally believe we are obtaining adequate premiums and giving more like 3 1/2-for-1 odds. But there is no way for us—or anyone else—to calculate the true odds on super-cat coverages. In fact, it will take decades for us to find out whether our underwriting judgment has been sound.

What we do know is that when a loss comes, it’s likely to be a lulu. There may well be years when Berkshire will suffer losses from the super-cat business equal to three or four times what we earned from it in 1993. When Hurricane Andrew blew in 1992, we paid out about $125 million. Because we’ve since expanded our super-cat business, a similar storm today could cost us $600 million.

So far, we have been lucky in 1994. As I write this letter, we are estimating that our losses from the Los Angeles earthquake will be nominal. But if the quake had been a 7.5 instead of a 6.8, it would have been a different story.

Berkshire is ideally positioned to write super-cat policies. In Ajit Jain, we have by far the best manager in this business. Additionally, companies writing these policies need enormous capital, and our net worth is ten to twenty times larger than that of our main competitors. In most lines of insurance, huge resources aren’t that important: An insurer can diversify the risks it writes and, if necessary, can lay off risks to reduce concentration in its portfolio. That isn’t possible in the super-cat business. So these competitors are forced into offering far smaller limits than those we can provide. Were they bolder, they would run the risk that a mega-catastrophe—or a confluence of smaller catastrophes—would wipe them out.

One indication of our premier strength and reputation is that each of the four largest reinsurance companies in the world buys very significant reinsurance coverage from Berkshire. Better than anyone else, these giants understand that the test of a reinsurer is its ability and willingness to pay losses under trying circumstances, not its readiness to accept premiums when things look rosy.

One caution: There has recently been a substantial increase in reinsurance capacity. Close to $5 billion of equity capital has been raised by reinsurers, almost all of them newly-formed entities. Naturally these new entrants are hungry to write business so that they can justify the projections they utilized in attracting capital. This new competition won’t affect our 1994 operations; we’re filled up there, primarily with business written in 1993. But we are now seeing signs of price deterioration. If this trend continues, we will resign ourselves to much-reduced volume, keeping ourselves available, though, for the large, sophisticated buyer who requires a super-cat insurer with large capacity and a sure ability to pay losses.

In other areas of our insurance business, our homestate operation, led by Rod Eldred; our workers’ compensation business, headed by Brad Kinstler; our credit-card operation, managed by the Kizer family; and National Indemnity’s traditional auto and general liability business, led by Don Wurster, all achieved excellent results.

1993年致股东信

第二部分

在这种典型情况下，如果某位董事看到他不喜欢的事情，应该尝试说服其他董事接受他的观点。如果他成功了，董事会就有能力进行适当调整。但是，假设这位不满的董事无法说服其他董事同意他的看法。那么，他应该自由地向缺席的所有者表达他的观点。当然，董事们很少这样做。事实上，许多董事的性情与这种批评行为并不相容。但我认为这种行为并无不妥，前提是问题确实严重。自然，提出投诉的董事可以预期会收到未被说服的董事们的激烈反驳，这种前景应能阻止异议者追求琐碎或无理性的缘由。

对于刚刚讨论的董事会，我认为董事人数应该相对较少——比如说，十人或更少——并且大部分应该来自外部。外部董事会成员应该为CEO的绩效制定标准，并且应该定期在没有CEO在场的情况下开会，根据这些标准评估他的表现。

董事会成员的必要条件应该是商业头脑、对工作的兴趣以及所有者导向。很多时候，董事仅仅因为显赫或能为董事会增加多样性而被选中。这种做法是错误的。此外，选择董事的错误尤其严重，因为任命难以撤销：那位令人愉快但空洞的董事永远不需要担心工作保障。

第二种情况是伯克希尔目前的情况，即控股所有者同时也是管理者。在一些公司，这种安排由两类拥有不成比例投票权的股票促成。在这些情况下，很明显董事会并不作为所有者和管理层之间的代理人行事，董事们除了通过说服之外无法实现改变。因此，如果所有者/管理者平庸或更糟——或者越界——董事对此几乎无能为力，只能提出反对。如果与所有者/管理者没有关联的董事们提出统一意见，可能会产生一些效果。但更可能的是不会。

如果改变没有发生，并且问题足够严重，外部董事应该辞职。他们的辞职将表明他们对管理层存有疑虑，并且会强调没有外部人士能够纠正所有者/管理者的缺点。

第三种治理情况发生在有一位不参与管理的控股所有者时。这种情况的例子有好时食品公司（Hershey Foods）和道琼斯公司（Dow Jones），它使外部董事处于一个潜在有用的位置。如果他们对管理者的能力或诚信感到不满，他们可以直接去找所有者（所有者可能也在董事会中）并报告他们的不满。这种情况对外部董事来说是理想的，因为他只需向一个、假设是感兴趣的所有者陈述他的理由，如果论点有说服力，该所有者可以立即实施改变。即便如此，不满的董事也只有这一条行动途径。如果他仍然对某个关键问题不满意，他别无选择，只能辞职。

从逻辑上讲，第三种情况在确保一流管理方面应该是最有效的。在第二种情况下，所有者不会解雇自己，在第一种情况下，董事们通常发现很难处理平庸或轻微的越界行为。除非不满的董事能够赢得董事会多数票——这是一项尴尬的社交和逻辑任务，特别是如果管理层的行为仅仅是令人厌恶，而不是恶劣——否则他们的手脚实际上被束缚了。在实践中，陷入这种情况的董事通常说服自己，留下来至少能做一些好事。与此同时，管理层不受约束地继续行事。

在第三种情况下，所有者既不是评判自己，也不承担争取多数的负担。他还可以确保选出的外部董事能够为董事会带来有用的品质。这些董事反过来会知道，他们提出的好的建议会到达正确的耳朵，而不是被顽固的管理层压制。如果控股所有者聪明且自信，他将在管理层问题上做出基于能力且有利于股东的决定。此外——这一点至关重要——他可以随时纠正自己犯下的任何错误。

在伯克希尔，我们现在处于第二种模式，并且只要我还能发挥作用，就会一直保持这种模式。让我补充一点，我的健康状况非常好。无论好坏，你们很可能在相当长一段时间内都会让我担任所有者/管理者。

在我去世后，我所有的股票将留给我的妻子苏茜（如果她比我长寿），或者如果她先于我去世，则留给一个基金会。无论是哪种情况，税收和遗产都不需要出售大量股票。

当我的股票转移给我的妻子或基金会时，伯克希尔将进入第三种治理模式，未来将有一位极其感兴趣但不参与管理的所有者，以及必须为该所有者表现的管理层。为迎接那个时刻，苏茜几年前被选入董事会，1993年，我们的儿子霍华德也加入了董事会。这些家族成员未来不会成为公司的管理者，但如果我发生任何意外，他们将代表控股权益。我们的大多数其他董事也是伯克希尔股票的重要持有者，并且每个人都具有强烈的所有者导向。总而言之，我们已经为“那辆卡车”做好了准备。

股东指定捐款计划

大约97%的合格股份参与了伯克希尔1993年的股东指定捐款计划。通过该计划进行的捐款总额为940万美元，共有3,110家慈善机构受益。

伯克希尔在酌定慈善方面的做法——与其关于明确与公司业务活动相关的捐款政策形成对比——与其他上市公司显著不同。在那些公司，大多数公司捐款是根据CEO的意愿（他通常会对社会压力做出回应）、员工（通过配捐）或董事（通过配捐或他们向CEO提出的要求）进行的。

在伯克希尔，我们认为公司的钱是所有者的钱，就像在封闭控股公司、合伙制企业或独资企业中一样。因此，如果要向与伯克希尔业务活动无关的事业捐款，受益的应该是我们所有者青睐的慈善机构。我们还没有找到一位CEO认为他应该个人资助其股东所青睐的慈善机构。那么，为什么他们应该为CEO的选择买单呢？

让我补充一点，我们的计划管理起来很简单。去年秋天，我们在两个月内从National Indemnity公司借调了一个人，帮助我们执行来自7,500名注册股东的指示。我猜测，一般的员工配捐公司计划会产生更大的管理成本。事实上，我们的整个公司管理费用还不到我们慈善捐款的一半。（不过，查理坚持要我告诉你，我们490万美元管理费用中的140万美元归因于我们的公司飞机——The Indefensible号。）

以下是我们的股东将捐款导向的主要类别列表。

1. 347座教堂和犹太会堂收到569笔捐款

2. 283所学院和大学收到670笔捐款

3. 244所K-12学校（约三分之二为世俗学校，三分之一为宗教学校）收到525笔捐款

4. 288个致力于艺术、文化或人道的机构收到447笔捐款

5. 180个宗教社会服务机构（在基督教和犹太教之间大致平分）收到411笔捐款

6. 445个世俗社会服务机构（约40%与青年相关）收到759笔捐款

7. 153家医院收到261笔捐款

8. 186个健康相关组织（美国心脏协会、美国癌症协会等）收到320笔捐款

这份列表中有三点我觉得特别有趣。首先，它在某种程度上表明了人们在自主行动、不受募捐者压力或慈善机构情感诉求影响时会选择捐款给什么。其次，上市公司的捐款计划几乎从不允许向教堂和犹太会堂捐款，但显然这些机构是许多股东希望支持的。第三，我们股东所做的捐款显示出相互冲突的哲学理念：130笔捐款指向那些认为应该为女性提供便利堕胎服务的组织，而30笔捐款指向那些劝阻或反对堕胎的组织（教堂除外）。

去年我告诉你们，我正在考虑提高伯克希尔股东在我们的指定捐款计划中可以捐赠的金额，并征求你们的意见。我们收到了几封写得很好的信，反对整个想法，理由是我们的工作是经营企业，而不是强迫股东进行慈善捐赠。然而，大多数回信的股东都注意到该计划的税收效率，并敦促我们增加指定金额。几位已经将股票赠予子女或孙辈的股东告诉我，他们认为这个计划是让年轻人从小就思考捐赠问题的特别好方法。换句话说，这些人认为该计划既是教育工具，也是慈善工具。最终，我们在1993年将金额从每股8美元提高到10美元。

除了伯克希尔分配的股东指定捐款外，我们的运营公司也会进行捐款，包括商品，平均每年约250万美元。这些捐款支持当地的慈善机构，如联合劝募协会，并为我们的业务带来大致相称的利益。

我们建议新股东阅读第50-51页关于我们股东指定捐款计划的说明。要参与未来的计划，您必须确保您的股票以实际所有者的名义登记，而不是以经纪人、银行或存管机构的代名人名义登记。未在1994年8月31日如此登记的股票将不符合1994年计划的资格。

几件个人事项

B夫人——罗斯·布朗金——于1993年12月3日庆祝了她的100岁生日。（蜡烛比蛋糕还贵。）那天商店原定晚上营业。B夫人每周工作七天，商店营业多长时间她就工作多长时间，她发现正确的决定非常明显：她只是把派对推迟到商店关门的晚上。

B夫人的故事众所周知，但值得再讲一遍。她在77年前来到美国，不会说英语，也没有接受过正规教育。1937年，她以500美元创立了内布拉斯加家具城。去年，该店的销售额达到2亿美元，远远超过美国任何其他家居用品店的记录。我们在其中的角色始于十年前，当时B夫人将业务控制权卖给了伯克希尔·哈撒韦，我们在没有获得经审计的财务报表、检查房地产记录或获得任何担保的情况下完成了这笔交易。简而言之，我们相信她的话。

自然，我很高兴参加B夫人的生日派对。毕竟，她答应要参加我的100岁生日派对。

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凯瑟琳·格雷厄姆去年从华盛顿邮报公司董事长职位上退休，她在三年前已经卸任CEO。1973年，我们以约1000万美元购买了她公司的股票。我们现在持有的股份每年获得700万美元的股息，价值超过4亿美元。在我们购买时，我们知道公司的经济前景良好。但同样重要的是，查理和我得出结论，凯将是一位杰出的管理者，并将诚实地对待所有股东。后一个考虑因素尤其重要，因为华盛顿邮报公司有两类股票，我们看到一些管理者滥用这种结构。

我们对这项投资的所有判断都得到了事件的验证。凯作为管理者的技能在过去一年得到了强调，她被《财富》杂志编辑委员会选入商业名人堂。代表我们的股东，查理和我很久以前就已经将她列入伯克希尔的荣誉殿堂。

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去年另一位退休者是可口可乐公司的唐·基奥，尽管用他的话来说，他的退休只持续了“大约14个小时”。唐是我认识的最非凡的人之一——一个拥有巨大商业才能的人，但更重要的是，一个能让所有有幸与他交往的人都展现出最优秀一面的人。可口可乐希望其产品出现在人们生活中的快乐时刻。唐·基奥作为个人，总是能增加周围人的幸福感。想到唐，就不可能不感到愉快。

我将通过顺便提一下我在奥马哈的社区来慢慢讲述我是如何认识唐的：虽然查理在加州住了45年，但他小时候的家离我现在住的房子大约200英尺；我的妻子苏茜在1.5个街区外长大；而我们的邮政编码区内大约有125名伯克希尔股东。至于唐，1958年他买下了我家街对面的房子。那时他是一名咖啡推销员，家庭人口多，收入少。

那些日子里我对唐形成的印象，是我决定让伯克希尔在1988-89年对可口可乐进行创纪录的10亿美元投资的一个因素。罗伯托·戈伊苏埃塔于1981年成为可口可乐的CEO，唐作为他的搭档并肩工作。两人接手了一家在之前十年停滞不前的公司，并在不到13年的时间里，将其市值从44亿美元提升至580亿美元。即使他们的产品已经存在了100年，这样的两位管理者能带来多大的不同啊！

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弗兰克·鲁尼去年身兼两职。除了领导H.H. Brown取得创纪录的利润——比1992年的高点高出35%——他也在我们与Dexter的合并中发挥了关键作用。

弗兰克认识哈罗德·阿尔方德和彼得·伦德几十年了，在我们收购H.H. Brown后不久，他就告诉我他们经营着一家多么出色的企业。他鼓励我们接触，随后我们做成了交易。弗兰克告诉哈罗德和彼得，伯克希尔将为Dexter提供一个理想的公司“家园”，这种保证无疑促成了他们决定与我们联合。

我过去曾告诉过你们，弗兰克在担任Melville Corp. CEO的23年任期内所取得的非凡成就。现在，72岁的他正在伯克希尔以更快的步伐前进。弗兰克风格低调、轻松，但不要被此迷惑。当他挥棒时，球会远远飞过栅栏。

年度股东大会

今年的年度股东大会将于1994年4月25日星期一上午9:30在奥马哈市中心的Orpheum剧院举行。去年有创纪录的2,200人参加了会议，但剧院可以容纳更多。我们将在门厅设置一个展示区，展示我们的许多消费品——糖果、喷枪、鞋子、刀具、百科全书等等。我特别期待展出的其中一件是See’s糖果系列，它纪念B夫人的100岁生日，包装上印有她的照片，而不是See夫人的照片。

我们建议您尽快在以下酒店之一预订客房：（1）Radisson-Redick Tower，一家位于Orpheum剧院街对面的小型（88间客房）但不错的酒店；（2）规模更大的Red Lion Hotel，距Orpheum剧院大约步行五分钟路程；或（3）Marriott酒店，位于西奥马哈，距Borsheim’s约100码，距离市中心约20分钟车程。我们将在Marriott酒店安排巴士，于8:30和8:45出发前往会议地点，并在会议结束后返回。

我们的代理材料附件说明了如何获取参加会议所需的入场卡。随入场卡，我们将附上关于Orpheum剧院附近停车设施的信息。如果您开车，请提早一点到达。附近的停车场很快就会满，您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送您去内布拉斯加家具城和Borsheim’s，之后再从那里送您去市中心的酒店或机场。提前到达的客人可以在任何一天参观家具城；周六营业时间为上午10点至下午5:30，周日为中午12点至下午5:30。Borsheim’s通常在周日休息，但将在4月24日周日中午12点至下午6点为股东及其嘉宾营业。

在以往去Borsheim’s的行程中，你们很多人见过苏珊·雅克。1994年初，苏珊被任命为公司的总裁兼CEO，她在23岁时以每小时4美元的工资加入公司，11年间一路晋升。周日，我们许多其他企业的经理也将与苏珊一起在Borsheim’s，查理和我也会在那里。

在前一天晚上，即4月23日星期六，奥马哈皇家队和纳什维尔之声队（可能会是迈克尔·乔丹的球队）将在Rosenblatt体育场进行一场棒球比赛。如你们所知，几年前我购买了皇家队25%的股份（一个我不会因此出名的资本配置决策），今年联盟很配合地在股东大会期间安排了一场主场比赛。

我将在23日投出第一球，可以肯定我会比去年那次丢人的表现有所提高。当时，接球员莫名其妙地要求我投“下沉球”，我忠实地投出一球，差点砸到自己的脚。今年，无论接球员给出什么信号，我都会投我的快速高球，所以带上你们的测速器吧。代理声明中将包含获取比赛门票的信息。我很遗憾地报告，你们不需要从黄牛那里买票。

1994年3月1日

沃伦·E·巴菲特 董事会主席