蓝筹印花股东年度信函,1980财年(查理·芒格 / 唐纳德·科普尔)
致各位股东
1980 日历年度,合并经营利润(即:处置公司证券及重要固定资产取得的全部净收益之前的利润)从上年度的 1431.2 万美元(每股 2.76 美元)增至 1656.4 万美元(每股 3.20 美元)。
合并净利润(即:处置公司证券及重要固定资产取得的净收益之后的利润)从上年度的 1552.6 万美元(每股 3.00 美元)增至 2038.9 万美元(每股 3.94 美元)。
除母公司自身经营的基础业务(主要是赠品券)外,我们拥有四家主要子公司:喜诗糖果公司(100% 持股)、互助储蓄(80% 持股)、精密钢材(80% 持股),以及布法罗晚报公司(100% 持股)。我们刚结束的两个报告年度的合并收入细分如下(除每股数据外,金额单位为千美元):
To Our Stockholders Consolidated operating income (i.e., before all net gains from sales of corporate securities and important fixed assets) for the calendar year 1980 increased to $16,564,000 ($3.20 per share)from $14,312,000 ($2.76 per share) in the previous year. Consolidated net income (i.e., after net gains from sale of corporate securities and important fixed assets) increased to $20,389,000 ($3.94 per share) from $15,526,000 ($3.00 per share) in the previous year. We have four major subsidiaries, See's Candy Shops, Incorporated (100%-owned), Mutual Savings (80%-owned), Precision Steel (80%-owned), and Buffalo Evening News, Inc. (100%-owned), in addition to the basic business (primarily trading stamps) operated by the parent company. Our consolidated income for our two reporting years just ended breaks down as follows (in 000s except for per-share amounts):
截至年底
Year ended about
See's*1
See's*1
Mutual
Savings*2
Mutual Savings*2
Steel
Business
Steel Business
《布法罗新闻》*3
Buffalo Evening News*3
所有其他净收入<sup>4</sup>
All other net income*4
证券与固定资产出售净收益*5
Net gains on sales of securities & fixed assets*5
December
31, 1980
December 31, 1980
$7,270
$7,270
$4,181
$4,181
$1,205
$1,205
$(1,472)
$(1,472)
$5,380
$5,380
$3,825
$3,825
$20,389
$20,389
Per Blue Chip share
Per Blue Chip share
1.40
1.40
.81
.81
.23
.23
(.28)
(.28)
1.04
1.04
.74
.74
3.94
3.94
December
31, 1979
December 31, 1979
5,997
5,997
6,804
6,804
1,367
1,367
(2,410)
(2,410)
2,554
2,554
1,214
1,214
$15,526
$15,526
按照蓝筹印花持股比例计算
Per Blue Chip share
1.16
1.16
1.31
1.31
.26
.26
(.46)
(.46)
.49
.49
.24
.24
3.00
3.00
蓝筹股合并净收入
Blue Chip consolidated net income
1 因以大幅高于账面价值的价格收购喜诗糖果所产生的无形资产摊销,减少了收入。
2 因按低于 Mutual 账面价值的价格收购权益所产生的折价摊销,增加了收入。
3 因收购报社所产生的相对较小无形资产摊销,减少了收入。
4 扣除利息及其他公司费用后,每年促销服务业务在合并后净利润计入以下项目之前,均存在经营亏损:(i) 因已发行但尚未赎回的印花税票所产生的“浮存金”而进行投资所获得的股息和利息;(ii) 计算联邦所得税时因 85% 股息扣除而产生的所得税优惠;(iii) 蓝筹印花公司从西科金融集团公司在其储蓄贷款和钢铁服务业务之外持有的证券和房地产中分得的股息、利息和租金;(iv) 1980 年蓝筹印花公司的印花税负债账户净调整金额为 174.7 万美元,即每股蓝筹印花股票 0.34 美元(已扣除税款),详见下文“促销服务业务及其他经营收入来源”。
5 1980 年数字中,233.2 万美元(即每股蓝筹印花股票 0.45 美元)来自 Mutual 出售 15 家分支机构所得,详见下文“Mutual 储蓄贷款协会”;149.3 万美元(即每股蓝筹印花股票 0.29 美元)为各实体(包括 Mutual)实现的证券净收益,已扣除税款和少数股东权益。1979 年数字仅涉及此类证券净收益。
上述(针对同一总收益的)分类与 (1) 我们去年致股东的信以及 (2) 经审计的财务报表中使用的分类有所不同。
我们不辞辛劳地编制这种非传统的收益分类,并在本信中提供,是因为我们相信,它比我们随附的传统格式合并利润表更能解释实际发生的情况。总体而言,我们每年都努力改进致股东的信函,以便更好地披露如果我们角色互换、我们是被动投资者时希望被告知的信息。
1 After reducing income by amortization of intangibles arising from purchase of See's at alarge premium over its book value. 2 After increasing income by amortization of the discount from Mutual book value at which the interest was acquired. 3 After reducing income by amortization of relatively minor intangibles arising at acquisition of the newspaper. 4 After deduction of interest and other corporate expenses. In each year there was an operating loss from promotional services activities before residual consolidated net income was credited with (i) dividends and interest resulting from investment of the funds available through "float" caused by trading stamps issued but not yet redeemed, plus (ii) income tax benefit caused by 85% exclusion of dividends in computing federal income taxes, plus (iii) Blue Chip's share of dividends. interest and rent from securities and real estate held by the Wesco Financial Corporation group outside its savings and loan and steel service activities, plus (iv) in 1980 a net adjustment of Blue Chip's stamp liability account in the amount of $1,747 or $.34 per Blue Chip share, net of taxes, as explained below under "Promotional Services Business and Miscellaneous Sources of Operating Income." 5 The 1980 figures comprise $2,332 or $.45 per Blue Chip share attributable to Mutual's sale of 15 branch offices, as explained below under "Mutual Savings and Loan Association," and $1,493 or $.29 per Blue Chip share of net securities gains realized by the various entities including Mutual, net of taxes and minority interest. The 1979 figures relate solely to such net securities gains. The foregoing breakdown (of the same aggregate earnings) differs somewhat from that used in (1) our letter to shareholders last year, and (2) our audited financial statements. We have taken the pains to prepare our unconventional breakdown of earnings and to furnish it in this letter because we belleve it better explalns what is really happening than does our accompanying consolidated income statement in conventional form. Generally, we are trying to improve our annual letter to shareholders each year so as better to disclose the things we would want to be told if the roles were reversed and we were passive investors.
喜诗糖果公司
SEE'S CANDY SHOPS, INCORPORATED
我们全资控股的子公司喜诗糖果公司去年的盈利增长了 19.7%。相比前两年微弱的盈利增长,这一成绩令人欣喜。喜诗最近四年的对比数据如下:
截至年份,约
The earnings of our 100%-owned subsidiary, See's Candy Shops, Incorporated, increased 19.7% last year. This was a welcome change from nominal increases in earnings which occurred in the two previous years. Comparative figures for See's last four years are set forth below: Year ended about
Sales
Sales
税后利润*
Profits after taxes*
售出的糖果磅数
Number of pounds of candy sold
截至年末开业的门店数量
Number of stores open at yearend
December 31,
1980
December 31, 1980
$97,715,000
$97,715,000
$7,747,000
$7,747,000
24,065,000
24,065,000
December 31,
1979
December 31, 1979
87,314,000
87,314,000
$6,473,000
$6,473,000
23,985,000
23,985,000
December 31,
1978
December 31, 1978
73,653,000
73,653,000
6,289,000
6,289,000
22,407,000
22,407,000
这些盈利数字略高于上表中蓝筹印花所体现的喜诗份额,因为蓝筹印花的份额反映了:(i) 扣除了 1978 年 6 月之前喜诗少数股东持有的大约 1% 的喜诗利润份额;(ii) 因以远高于账面价值的价格收购喜诗股票而产生的无形资产摊销;(iii) 蓝筹印花收到的喜诗股息需缴纳的州所得税。
美国人均盒装巧克力消费量仍然基本持平,糖果店业务继续承受着巨大的成本压力。当喜诗提价以反映这些成本压力时,它永远不知道消费者的抵制是否会导致净利润下降而非上升。到目前为止,消费者仍愿意持续购买以维持喜诗利润以温和速度增长,但如果喜诗成本的增长速度持续快于整体通胀率,从逻辑上讲,这种状况不可能永远持续下去。
或许是因为提价对个人消费的抑制大于对送礼的抑制,喜诗的季节性销售高峰每年都变得更加极端,带来了许多运营问题,并且喜诗净收入越来越集中在 12 月这一个月份。尽管如此,在杰出的领导者查尔斯·哈金斯带领下,喜诗的年均盈利继续保持着温和增长。
就我们所知,对所有其他公司来说,糖果店业务依然糟糕或平庸,但喜诗却能从中获得可观利润,尽管存在种种问题,原因很简单:无论是新顾客还是老顾客,都明显偏爱其糖果的口感和质地,以及其分销体系中极具特色的高水平零售服务。这种顾客热情源于对昂贵的天然糖果原料以及同样昂贵的制造和分销方法的近乎狂热的坚持,这些方法确保了严格的质量控制和愉快的零售服务。这些品质带来了门店每平方英尺销售额的惊人表现,通常是竞争对手的两到三倍,也使得收礼者更偏爱喜诗巧克力,即便与更昂贵的品牌相比也是如此。
1978 年,我们以每股 55 美元的价格收购了喜诗的一小部分少数股权。如果我们此前持有的 99% 的喜诗权益按同样的每股价格估值,那么该权益当时的估值总额将比我们合并财务报表中的累计摊销成本高出约 2500 万美元。
我们谨慎预测,喜诗 1981 年的盈利将至少温和增长。
These earnings figures are a little higher than Blue Chip Stamps' share of See's earnings shown in the table above because Blue Chip's share reflects (i) deduction of the approximately 1% share of See's earnings owned by minority stockholders of See's prior to June, 1978, (ii) amortization of intangibles arising from purchase of See's stock at a large permium over book value, and (iii) state income taxes on See's dividends recieved by Blue Chip. Boxed chocolate consumption per capita in the United States continues to be essentially static, and the candy-store business remains subject to extraordinary cost pressures. When See's increases prices to reflect these cost pressures it never knows whether consumer resistance will cause net profits to fall instead of rise. Thus far, consumers have been willing to keep buying in the amounts required to keep See's profits rising at a moderate rate, but a continuation of this state of affairs logically cannot continue forever if See's costs keep increasing faster than the general rate of inflation. Perhaps because price increases deter purchases for personal consumption more than purchases for gifts, See's seasonal sales peak becomes more extreme each year, causing many operating problems and a growing concentration of See's net income into the single month of December. Nonetheless, See's continues to make moderate average yearly progress under its outstanding leader, Charles Huggins. So far as we know the candy-store business continues to be terrible to mediocre for all other companies, yet it remains quite profitable at See's, despite all the problems, for the simple reason that both new and old customers have a pronounced tendency to prefer the taste and texture of its candy, as well as the extremely high level of retailing service which characterizes its distribution. This customer enthusiasm is caused by a virtually fanatic insistence on expensive natural candy ingredients plus expensive manufacturing and distributing methods that ensure rigorous quality control and cheerful retail service. These qualities are rewarded by truly extraordinary sales per square foot in the stores, frequently two to three times those of competitors, and by a preference by gift ,recipients for See's chocolates, even when measured against much more expensive brands. In 1978 we paid $55 per See's share to acquire a tiny minority interest in See's. If our previously owned 99% interest in See's were valued at the same price per share, such interest at that time would have had a total value approximately $25 million more than its aggregate amortized cost in our consolidated financial statements. Our guarded forecast is that See's earnings will increase at least modestly in 1981.
互助储蓄与贷款协会
在去年致股东的信中,我们曾对旗下持股 80% 的子公司 Mutual Savings 做出如下预测:
“1980 年前景堪忧。整个储蓄与贷款行业目前被迫为储蓄账户支付高得多的利息,而资产端主要由周转率极低的长期抵押贷款组合构成,这些贷款利率固定或仅缓慢变动,均低于当前市场利率。因此,我们最好的猜测是 Mutual Savings 的盈利将从 1979 年的创纪录水平大幅下滑。”
我们去年还报告说,Mutual Savings 已签约将其除总部办公楼及街对面附属卫星办公室以外的所有分支机构出售给 Brentwood Savings and Loan Association。如预测所言,且因预测所述的原因,1980 年我们对 Mutual Savings 经营利润的权益份额从上年的 680.4 万美元急剧下降至 418.1 万美元。
Mutual Savings 分支机构的出售于 1980 年 12 月 1 日完成交割,此前所有监管审批均已获得,交易依据与 Brentwood Savings 签订的合同执行。
通过出售分支机构,Mutual Savings 的财务杠杆以及其资产中非现金及现金等价物和有价证券的比例均大幅降低。这些变化在比较 Mutual Savings 1980 年 12 月 31 日与 1979 年 12 月 31 日的简要资产负债表时一目了然,如下所示:
1980 年 12 月 31 日
MUTUAL SAVINGS AND LOAN ASSOCIATION In last year's letter to shareholders we made the following prediction regarding our 80%-owned subsidiary, Mutual Savings: "Prospects for 1980 appear poor. The entire savings and loan industry is now required to pay much higher interest rates to hold savings accounts while assets consist primarily of low-turnover portfolios of long-term mortgages at fixed or slowly changing interest rates below current market. Thus our best guess is that Mutual Savings' earnings will decline sharply from the record level of 1979." We also reported last year that Mutual Savings had contracted to sell, to Brentwood Savings and Loan Association all its offices except its headquarters office and satellite thereto directly across the street. As predicted, and for the reason predicted, our equity in Mutual Savings' operating income declined sharply in 1980 to $4,181,000 from $6,804,000 ih the previous year. The sale of Mutual Savings' branch offices closed December 1,1980, after all regulatory approvals had been obtained, pursuant to the contract with Brentwood Savings. The financial leverage of Mutual Savings, and the proportion of its assets not in cash and equivalents and marketable securities, were greatly reduced by the sale of the branch offices. These changes are evident when one compares the condensed balance sheets of Mutual Savings at December 31, 1980, and at December 31, 1979, set forth below: December 31, 1980
December
31, 1979
December 31, 1979
Cash
Cash
$2,182,000
$2,182,000
$2,744,000
$2,744,000
应收款项(含应计项目)
Receivables, including accruals
2,580,000
2,580,000
6,070,000
6,070,000
计息现金等价物
Interest-bearing cash equivalents
73,982,000
73,982,000
54,239,000
54,239,000
Marketable securities
Marketable securities
27,395,000
27,395,000
45,118,000
45,118,000
包括参与的房地产贷款。
Loans on real estate, including participations
156,438,000
156,438,000
481,395,000
481,395,000
Office property
Office property
291,000
291,000
2,679,000
2,679,000
Other assets
Other assets
9,630,000
9,630,000
9,361,000
9,361,000
$272,498,000
$272,498,000
$601,606,000
$601,606,000
应付账款(包括应计项目)
Accounts payable, including accruals
$11,422,000
$11,422,000
$11,318,000
$11,318,000
储蓄存款,扣除储户以这些存款为担保的贷款 *1
Savings accounts, net of loans on the security thereof to savers *1
169,237,000
169,237,000
484,925,000
484,925,000
应付联邦住房贷款银行的票据
Notes payable to Federal Home Loan Bank
43,382,000
43,382,000
48,626,000
48,626,000
224,041,000
224,041,000
544,869,000
544,869,000
48,457,000
48,457,000
56,737,000
56,737,000
$272,498,000
$272,498,000
$601,606,000
$601,606,000
ASSETS
ASSETS
负债与净资产
LIABILITIES AND NET WORTH
总资本与盈余(几乎全部为准备金,提取这些资金需缴纳所得税)*2
Total capital and surplus (virtually all in reserves, withdrawal of which would cause imposition of income taxes)*2
1 包括 1980 年母公司存入的 894.4 万美元和 1979 年的 166.7 万美元。
2 1980 年资本和盈余减少是因为向母公司支付了股息。
在出售分行之前,房地产贷款的平均年利率约为 9.33%。12 月底出售后,保留的房地产贷款组合的平均年利率降至约 7.68%。下降是因为出售的贷款大多来自原有贷款组合中收益最高的部分。
只要利率大致维持在当前水平,这些低利率保留贷款带来的收入减少效应,将被以下两项因素的收入增加效应所抵消:(1) 其他保留资产的高税后收益,以及 (2) 消除了所有与分行相关的收入和成本,其结果是,互助储蓄的资产平均总回报率和净利润都将略高于未出售分行时的水平。
然而,如果利率大幅并基本永久性地下降,未来总收益将远低于不出售分行的情况。另一方面,如果在未来几年内,通胀和利率大幅并基本永久性上升,出售分行将显著改善未来总收益。因此,互助储蓄采取的行动旨在保护自身免受高通胀的不利影响,而不是为了在低通胀环境下实现利润最大化。采取这一行动并非基于认为高通胀和高利率未来不可避免,甚至可能性更大。相反,它反映了一种愿望——出于工程领域固有的、并我们认为在金融机构中仍然适用的安全边际考量——对互助储蓄进行重组,以降低某种“地震风险”。
1 Includes $8,944,000 deposited by parent company in 1980 and $1,667,000 in 1979. 2 The lower capital and surplus in 1980 results from dividends paid to the parent company. Real estate loans, before the sale of branch offices, were earning at an average annual interest rate of approximately 9.33%. Late in December, after the sale, the average annual interest rate being earned on the retained residue of real estate loans had been reduced to approximately 7.68%. The reduction occurred because most of the loans sold were from the highest-earning part of the pre-existing portfolio. The income-reducing-effects of these low-interest-rate retained loans, so long as interest rates are roughly at their current level, will be more than offset by the income-increasing effects of (1) the high after-tax yields from other retained assets and (2) the elimination of all revenues and costs attributable to the branch offices, with the result that both Mutual Savings' average gross return on assets and its net earnings should be a little higher than they would have been had no sale of branch offices occurred. However, if interest rates decline significantly and more or less permanently, aggregate future earnings will be much lower than would have been reported without the sale of branch offices. On the other hand, if, some time within the next few years, inflation and interest rates rise significantly and more or less permanently, the sale of branch offices will much improve aggregate future earnings. Thus Mutual Savings has taken action designed to protect itself from adverse effects of high inflation rather than action to position itself for maximum profit from low inflation. The action taken was not based on the belief that high inflation and-high interest rates in the future are inevitable, or even more likely than not. Instead the action reflects a desire, motivated by the margin-of-safety considerations intrinsic in engineering and still appropriate, we think, in financial institutions, to restructure Mutual Savings so that a sort of "earthquake risk" was reduced.
这种“地震风险”在于,未来某个时刻利率会上升到如此程度,以至于旧有固定利率抵押贷款的利率与为吸收储蓄存款不得不支付的利率之间出现负利差,从而产生净经营亏损。储蓄与贷款行业(包括互助储蓄银行在内)传统上“贷长借短”,且达到了极端程度。这种极端做法几十年里运行良好,但近年来已不再明智。我们本该更早吸取这个教训。
作为出售分支办事处的一部分,这些办事处的固定资产(主要是房地产)按当前市场价值卖给了买方,该价值超过了互助储蓄银行的折旧后成本。我们因此获得的资本利得权益为 233.2 万美元,已包含在本信“证券及重要固定资产出售净收益”项下的利润中。
对一家储蓄与贷款协会而言,出于对股东的审慎关怀以及维持毋庸置疑财务实力的愿望,卖掉精心打造的分支网络并目睹众多长期员工离开——即便他们加入的是像 Brentwood Savings 这样优秀的机构——绝非令人愉快的差事。互助储蓄银行长期首席执行官路易斯·文森蒂出色地履行了这项不愉快的职责,正如他在漫长而成功的职业生涯中履行其他职责一样。
只要文森蒂先生愿意继续服务,互助储蓄银行计划在他的得力领导下无限期地继续从事储蓄与贷款业务。当前储蓄与贷款行业处于相当大的动荡之中,这不仅是因为高利率环境叠加借短贷长的头寸导致普遍业绩不佳,还因为银行与储蓄与贷款协会之间的区别正在缩小,监管框架也在修订以增加竞争压力。我们预计互助储蓄银行将以某种目前无法预测的方式成功适应新环境,这可能包括最终通过收购重新扩张。
This "earthquake risk" was that at some future time interest rates would rise to such an extent that net operating losses might be created by a negative spread between interest rates on old, fixed-interest mortgage loans and the interest rates which would have to be paid to hold savings accounts. The savings and loan industry, with Mutual Savings included, has traditionally "Ient long and borrowed short," to an extreme degree. The extremism worked well for decades but has not been wise in recent years. We should have learned this lesson earlier. As part of the sale of the branch offices, the fixed assets (primarily real estate) of such offices were sold to the buyer at their current market value, which exceeded Mutual Sayings' depreciated cost. Our equity in the capital gain thus created was $2,332.000 and is included in the portion of earnings designated in this letter under the heading "Net Gains From Sales of Securities and Important Fixed Assets." It is not pleasant work for a savings and loan association, motivated by a prudent concern for its shareholders and a desire to retain unquestioned financial strength, to sell off its carefully developed branch office network and see many of its long-term employees leave, even when they join a high-class organization like Brentwood Savings. Louis Vincenti, long-time chief executive of Mutual Savings, performed this unpleasant duty well, as he has every other duty in a long and successful career. Mutual Savings plans to continue indefinitely in the savings and loan business, under Mr. Vincenti's able leadership so long as he is willing to serve. The savings and loan business is currently in considerable turmoil, not only because of generally poor operating results attributable to a combination of a high interest-rate environment with a borrowed-short, lent-long position, but also because the distinctions between banks and savings and loan associations are being reduced and the regulatory framework revised to increase competitive pressures. We expect Mutual Savings to adapt successfully to the new environment in some manner not presently predictable, which could even include eventual reexpansion by acquisition.
精密钢铁仓库公司
我们持股 80% 的子公司精密钢铁(Precision Steel)位于芝加哥郊外伊利诺伊州富兰克林公园,于 1979 年 2 月 28 日以约 1500 万美元收购。该公司拥有一家历史悠久的钢铁服务中心业务,以及一家从事工具室耗材及其他自有品牌产品分销的子公司。精密钢铁的运营业务在 1980 年(全年运营 12 个月)为我们的合并净利润贡献了 120.5 万美元,而 1979 年(运营 10 个月)贡献了 136.7 万美元。利润下滑与钢铁行业的整体状况大致相符。
互助储蓄和精密钢铁均由蓝筹印花通过其对西科金融公司(Wesco Financial Corporation)80% 的控股而拥有,西科金融是一家在美国证券交易所上市交易的上市公司。为获取更完整信息,我们鼓励蓝筹印花股东索取西科金融 1980 年年报。只需将请求发送至:
西科金融公司
315 East Colorado Boulevard
Pasadena, California 91109
收件人:Bette Deckard 夫人,秘书兼财务主管
PRECISION STEEL WAREHOUSE, INC. Our 80%-owned Precision Steel subsidiary, located in the outskirts of Chicago at Franklin Park, Illinois, was acquired for approximately $15 million on February 28,1979. It owns a long-established steel service center business and a subsidiary engaged in distribution of tool room supplies and other products sold under its own brand names, Precision Steel's operating businesses contributed $1,205,000 to our consolidated net income in 1980 from 12 months of operation compared with $1,367,000 in 1979 from 10 months of operation. The decline in earnings was roughly consonant with general conditions in the steel industry. Both Mutual Savings and Precision Steel are owned by Blue Chip Stamps through 80% control of Wesco Financial Corporation, a public company with shares traded on the American Stock Exchange. For more complete information, we encourage Blue Chip shareholders to obtain a copy of Wesco's 1980 annual report. Simply make your request to: Wesco Financial Corporation 315 East Colorado Boulevard Pasadena, California 91109 Attention: Mrs. Bette Deckard, Secretary & Treasurer
《布法罗新闻》公司
我们全资控股的子公司《布法罗新闻》公司于 1977 年 4 月以约 3400 万美元的价格收购。现在,由于收购后累计约 500 万美元的税后经营亏损,该公司仅占我们合并净资产的约 2900 万美元。这大致相当于税前累计经营亏损约 100 万美元。
不过,《布法罗新闻》1980 年的税前经营亏损低于 1979 年,从上一年的 461.7 万美元下降到了 280.5 万美元。
在去年给股东的信中,我们报告说“财务业绩继续受到诉讼费用、折旧增加以及为使《布法罗新闻》能从设备现代化中获益而根据劳动合同条款支付的‘买断’特别支出的不利影响”,并且“我们现在认为,在布法罗最糟糕的阶段可能已经过去……”
BUFFALO EVENING NEWS, INC. Our 100%-owned subsidiary, Buffalo Evening News, Inc., was acquired in April 1977 for approximately $34 million. It now constitutes only approximately $29 million of our consolidated net worth, as a result of about $5 million of aggregate aftertax operating losses after acquisition. This translates roughly into $1 aggregate operating losses before taxes. However, the operating loss, before taxes, of the News in 1980 was lower than that of 1979, having declined to $2,805,000 from $4,617,000 in the previous year. In our letter to shareholders last year we reported that "financial results continue to be adversely affected by litigation expenses, increased depreciation and extraordinary expenses of 'buy-outs' from labor contract provisions made in Order to allow the News to benefit from equipment modernization," and that "we now believe that the worst may be behind us in Buffalo . . ."
1980 年,《布法罗晚报》继续承受前几年导致亏损的所有上述因素,又叠加了两个新问题:(1)布法罗市在全国经济衰退中遭受的冲击超乎比例地严重;(2)自 1970 年以来晚报首次发生的罢工——1970 年那次因劳资纠纷短暂停刊,是去年之前晚报在职员工能记得的唯一一次中断。尽管如此,正如上文所述并预测的那样,营业亏损确实在减少。
当然,在撰写致股东信时,很容易对像布法罗这样的困难轻描淡写,而大篇幅地评论成功。我们向向我们汇报的企业管理者们推荐完全相反的侧重点,并且我们相信要言传身教。因此,年复一年,我们反复讲述并扩展晚报的历史,使其成为我们致股东信中篇幅最大的一个部分。今年也不例外。
收购时,《晚报》没有周日版。其主要竞争对手《布法罗信使快报》则独家在周日发行。正如我们在 1977 至 1979 年的年报中详细解释的,晚报的长期生存显然需要它创办周日版。[这一点毫无疑问。在美国,任何一家日报,无论其过往繁荣和受欢迎的记录多么极端,只要在一个重要城市长期仅依赖工作日出版,而一个强大的七日竞争对手垄断了周日市场,其最终结局无一例外都是陷入真正的困境。事实上,到 1977 年还幸存下来的、在重要城市与拥有周日版的对手竞争的“无周日版”报纸仅剩下三家,尽管许多此类“无周日版”报纸曾凭借在工作日发行量和广告方面的巨大优势,长期享有丰厚的利润。不仅如此,这三家幸存者在 1977 年都陷入了严重困境。此后,其中一家幸存者《辛辛那提邮报》,在蒙受巨额亏损后,仅靠其竞争对手根据 1970 年《联邦报纸保护法》的要求并经美国司法部长批准,将其吸收进一个联合运营的少数股权中,才得以保全。1977 年幸存下来的第二家“无周日版”报纸《克利夫兰新闻报》,同样在遭受巨额亏损后,最近由其经验丰富的俄亥俄报业连锁所有者(斯克里普斯-霍华德公司)在困境中出售给了一位富裕的克利夫兰人,此人随即宣布其复兴计划包括斥资数百万美元尝试在工作日和周日都出版。由于持续且显然不可逆转的营业亏损,《克利夫兰新闻报》几乎注定要失败,尽管它已迟来地认识到问题的根源;而即将成为唯一剩下的“无周日版”幸存者的《纽约邮报》,处境也大抵如此。再过几年,当这最后一个幸存者消失时,在美国重要城市与拥有周日版的对手竞争的“无周日版”报纸,将像渡渡鸟一样彻底灭绝。]
在这种情况下,《晚报》于 1977 年底开始出版周日版,如果它对自己的长远未来有任何在意,这是它显然必须做的事情。作为回应,首次面临周日和工作日双重竞争前景的那家对手报纸提起了反垄断诉讼。该诉讼又导致了一些临时禁令(即非终局的、临时性的),这些禁令除了其他影响外,还造成了严冬条件下正常发行程序的严重混乱,并限制了晚报在报业中常见的某些商业推广行为,而竞争对手相似但更激进的推广行为却未被禁止。这些针对晚报的临时禁令在 1979 年上诉后被推翻。在上诉法院一致同意撤销这些禁令的裁决中,联邦上诉法院的理由是:总体倾向于促进竞争的反垄断法,不应被以反竞争的方式使用,去禁止像《晚报》这样在正常竞争过程中(例如创办周日版)所采取的常规推广行为。
当然,消除有害的临时禁令并不会自动提升《晚报》周日版的发行量和广告行数。市场的成功必须慢慢争取——如果有可能争取到的话——通过为客户创造理想的价值。此外,取得成功变得更加困难,因为上诉法院无法逆转某些实质性的损害——一个婴儿在出生时受到的伤害,即使手术室负责人事后认为本应采取不同的分娩方式,也会对其后来的生活造成影响。
尽管出生时便受了损伤,但成功之路还是呈现出了逐渐上升的趋势。《晚报》周日版因其编辑质量受到订户认可,发行量稳步增长——考虑到其主要竞争对手在周日发行量上曾拥有的巨大领先优势,这种增长十分必要。必须高度赞扬《晚报》主编默里·莱特以及其他编辑和记者们,他们始终如一地提供了一份值得大布法罗社区越来越多认可的产品,并且已经获得了这份认可。1981 年 2 月,《晚报》周日版的发行量达到约 17.8 万份,高于 1980 年 2 月的约 17.3 万份,而 1980 年 2 月的数字又比……
In 1980 the Buffalo Evening News experienced a continuation of all the above-listed factors which caused losses in previous years, plus two new factors: (1) Buffalo's greater-than-proportionate share of the national economic recession and (2) the first labor strike at the News since 1970, when publication was very briefly interrupted by a labor dispute, creating the only such interruption before last year which anyone now at the News can remember. Nonetheless, the operating loss did decrease as predicted and as above noted. It is, of course, a temptations when writing an annual letter to shareholders to gloss over difficulties, like those in Buffalo, and comment extensively converning successes. We recommend exactly the opposite emphasis to business managers who report to us, and we believe in practicing what we preach. Accordingly, year after year, we re-tell and extend the history of the News, creating the largest single section of our annual letter. This year will be no exception. The News had no Sunday edition when acquired. The principal competitor, the Buffalo Courier-Express, published without opposition on Sundays. As we explained in detail in our 1977 through 1979 annual reports, the long-term survival of the News clearly required that it inaugurate a Sunday edition. [Of that there was simply no question. Real trouble has been the invariable eventual outcome for every other daily newspaper in the United States, no matter how extreme its past record of prosperity and popularity, which relied overlong, in an important city, exclusively on weekday publication while a significant seven-day competitor enjoyed a Sunday monopoly, In fact, only three other "no-Sunday" papers, competing against such "with-Sunday" papers in important cities, survived as late as 1977, even though many such 'noSunday" papers once had long histories of profitability derived from dramatic advantages in weekday circulation and advertising over their "with-Sunday" competitors. Moreover, the three other survivors all were in serious trouble in 1977. And since then one of the three survivors, the Cincinnati Post, has been preserved, after incurring huge losses, only through the grace of its competitor's absorbing it into a minority share of a joint operation with approval of the U.S. Attorney General as required by the Federal Newspaper Preservation Act of 1970. A second of these "no-Sunday" survivors of 1977, the Cleveland Press, after also incurring huge losses, was recently sold by its experienced Ohio-based newspaper-chain owner (Scripps-Howard), under distress conditions, to a wealthy Cleveland man who forthwith announced that his resuscitation program included a plan to expend many millions of dollars in an attempt to publish Sundays as well as weekdays. Because of continuing and apparently irreversible operating losses, the Cleveland Press appears almost surely doomed, despite its belated recognition of the cause of its difficulty, as does what will shortly be the only remaining "no-Sunday" survivor, the New York Post. And, within a few years, when this last survivor disappears, the "no-Sunday" paper, competing in an important American city against a "with-Sunday" competitor, will be as extinct as the dodo bird.] Under such circumstances, the News commenced publishing Sundays late in 1977, as it plainly had to do if it cared at all about its long-term future. In response, an antitrust lawsuit was filed by the competing paper which for the first time faced the prospect of competition on Sundays as well as weekdays. The lawsuit, in turn, resulted in some interlocutory (i.e., temporary and not final) injunctions which, among other things, created severe disruptions in normal circulation procedures under midwinter conditions and restricted certain business promotion practices of the News, commonplace within the newspaper industry, while similar but more aggressive practices of the competing paper were not prohibited. These interlocutory injunctions against the News were reversed on appeal in 1979. In its unanimous decision for reversal of the injunctions, the Federal Court of Appeals reasoned that the generally pro-competitive antitrust laws should not be used in an anti-competitive fashion by enjoining normal promotion practices, such as those used by the News, in the course of normal competition such as inauguration of a Sunday edition. Of course, the elimination of the harmful interlocutory injunctions did not automatically improve the circulation and advertising linage of the News’ Sunday edition. Success in the market had to be won slowly, if it could be won at all, through creating a desirable value for customers. Moreover, achieving success was made more difficult by the fact that it was beyond the power of the appellate court to reverse certain material damage on an infant at birth impairs its subsequent life even after the people in charge of the operating room have decided that different delivery procedures would have been appropriate. Despite the damage at birth, there was a gradual trend towards success. The Sunday edition of the News has been recognized by subscribers for editorial merit and rewarded by steady circulation growth, needed considering the substantial Sunday-circulation lead of its principal competitor. Great credit must be given to Murray Light, Editor of the News, and other editors and reporters, for consistent delivery of a product which deserves and has received increased acceptance by the Greater Buffalo community. The circulation of the News' Sunday edition reached approximately 178,000 copies in February 1981, up from approximately 173,000 copies in February 1980 which, in turn, was up from
1979 年 2 月,《布法罗新闻》的周日版发行量为 15.6 万份。1980 年,其平日版发行量也如同 1979 年一样持续增长,无论是读者群体还是广告商,对平日版《新闻报》的偏好都显著高于同期的《信使快报》。然而,1980 年《新闻报》周日版与平日版发行量双双上扬的同时,竞争对手《信使快报》的平日版与周日版发行量非但未下降,反而同样增长了。因此,在全国性经济衰退中遭受重创的布法罗,去年两大相互竞争的报纸主刊的所有版本发行量均有增长——这种景象,通常只会出现在像得克萨斯州那样沐浴在石油阳光下的“太阳带”繁荣城市。周日版的双双增长尤为引人注目。这种各家报纸所有版本发行量齐头并进的现象,显然不可能每年都重演,因为它与去年全国及地区趋势背道而驰。随着发行价格上调及/或因应商业环境而减少促销力度,布法罗地区的平日版总发行量很可能在某个时点出现下降。周日版总发行量则有望继续增长,这反映出周日版报纸日益占据压倒性的相对重要性。
1980 年,《新闻报》在布法罗两大主要报纸广告版面总量中的份额略有上升,达到约 59.6%。若不是因为罢工导致报纸停刊,并使其在圣诞节前不久的两个重要广告日将业务拱手让给竞争对手,《新闻报》的份额增长本会更大。
《新闻报》(推而广之,其竞争对手《信使快报》亦如此)去年尽管在经济压力下大幅提价,却依然亏损。总体来看,这种局面无论对员工还是股东都不是好事。当雇主无法在不承受不可接受损失的前提下承担额外成本时,劳资关系便会以一种难以预测的方式受到影响。
《新闻报》约 83% 的员工隶属于 13 个不同的工会。这些工会通过多年的谈判和解协议,共同制定了一些集体谈判协议,其中部分条款旨在保住就业岗位,却阻碍了技术变革。除偶尔的例外情况外(最近几年更是如此),每当协商新的集体谈判协议时,相关工会都会从自身利益出发,试图在即将到期的协议基础上争取更多利益。其净效应是:(1)报纸因运营效率低下而经常被削弱;(2)经常出现福利追优现象,使得某个工会获得的可分配经济优势超出其应有份额。
1977 年蓝筹印花公司收购《新闻报》之际,这一进程,连同《信使快报》类似的进程以及布法罗报纸行业的整体状况,已大幅削减了两家报纸的利润。事实上,利润如此微薄,以至于除非允许更快的技术变革,并且以保守的定型和解协议终结福利追优的进程,否则两大报纸中最终必有一家被迫停刊——大西洋两岸的诸多主要城市,在类似压力下已反复上演这一幕。认识到这一现实后,《信使快报》在 1977 年前的几年里获得了必要的工会让步,且未遭受罢工之苦。
我们对《新闻报》的劳资关系也抱有乐观的理由。1977 年收购《新闻报》时,我们相信,那种摧毁了众多大都市报纸的企业自毁式劳资关系模式,不太可能在布法罗摧毁《新闻报》。首先,《新闻报》有一位从基层升上来的劳资关系主管理查德·费瑟,我们初见之下便欣赏并信任他,认为他公正且富有建设性,并且相信《新闻报》的工会成员也会这样看。其次,在完成收购前,我们特意与一些工会领导人及其法律顾问会面,他们也同样给我们留下了良好的印象。再者,我们注意到《新闻报》员工展现出极高的专业素养。生产人员和记者都同样关心自己产品的质量,这让我们得出结论,他们也会同样关心这家共同事业的安全与延续。此外,我们察觉到《新闻报》员工之间,跨越不同手艺工会界限,存在着深厚的友谊与紧密的沟通。事实上,这家企业历史如此悠久,其职位如此受人尊重,以至于各种岗位的员工几十年来都乐于将自己的亲友介绍进《新闻报》,且往往加入不同的手艺工会,长此以往,这家企业更像一个家族企业,非亲历者难以想象。最后,我们在其他地方与各类大型工会保持着建设性关系,进入布法罗时,我们并没有任何计划要去摧毁长期建立的福利,尽管我们确实希望通过协商自愿的“买断”计划,在未来的成本中实现一些尤为重要的削减。所有这些因素,加上《新闻报》悠久的劳资和平历史,促成了我们收购《新闻报》的意愿——尽管至少有两家潜在买家,或许因为惧怕拥有异常众多独立工会所带来的风险,而拒绝接受对方为该报开出的要价。
156,000 copies in February 1979. Weekday circulation has also increased in 1980, as it did in 1979, and the weekday News continues to be greatly preferred to the weekday Courier-Express by both readers and advertisers. However, the 1980 gains which occurred in both the Sunday and the weekday circulation of the News were not accompanied by declines in either the weekday or the Sunday circulation of the competing Courier-Express, both of which also increased. Thus Buffalo, suffering more than its share of a national recession, nonetheless saw circulation of every edition published by its two competing major newspaper operations increase last year, exactly as one might expect in a boom city in an oil-saturated Sunbelt state like Texas. The twin gains on Sunday were particularly impressive. This every-edition-of-each-paper circulation growth obviously can't occur each year in the future if such growth remains inconsistent, as it was last year, with national and regional trends. Aggregate weekday circulation in Buffalo may well decline at some point as circulation prices increase and/or promotional efforts decrease in response to business conditions. Aggregate Sunday circulation is likely to continue to increase, reflecting the overwhelming and growing relative importance of Sunday newspapers. The News' share of the total advertising linage of the two major newspaper operations in Buffalo increased very slightly in 1980, to about 59.6%. The increase in the News' share would have been greater, except for its strike which prevented publication and shifted business to its competitor on two big advertising days shortly before Christmas. The News, and presumably the competing Courier-Express as well, lost money last year despite very substantial increases in prices forced by economic pressure. Overall, this situation is not desirable for employees or shareholders. And labor relations are affected in a none-too-predictable fashion when employers are unable to incur additional costs without bearing unacceptable losses. Approximately 83% of the News' employees are members of its 13 different labor unions which through bargained settlements over many years have helped create collective bargaining agreements some of which contain provisions, designed to save jobs, which prevent technological change. With occasional exceptions, all in recent years, as each new collective bargaining agreement was negotiated the union involved sought to improve, from its own point of view, on the expiring collective bargaining agreement, with the net effect that (1) the newspaper was often left weaker on account of inefficient operations and (2) there was often some leapfrogging of benefits, giving a particular union more than its proportionate share of aggregate available economic advantage. By the time Blue Chip Stamps purchased the News in 1977, this process, combined with a similar process at the CourierExpress and the general state of the newspaper business in Buffalo, had greatly reduced profits of both newspapers. In fact, profits were so minimal that unless more rapid technological progress were allowed and the leapfrogging process ended in favor of conservative pattern settlements, one of the two major newspapers eventually would be forced to cease publication, as has happened in response to similar pressures in major city after major city, on both sides of the Atlantic. In recognition of these facts, the Courier-Express in the years immediately preceding 1977 obtained needed union concessions and suffered no strikes. There were also grounds for optimism concerning labor relations at the News. We believed in 1977 when we purchased the News that the enterprise-destroying pattern of labor relations which had killed so many metropolitan newspapers was unlikely to kill the News in Buffalo. For one thing, the News had an up-from-the-ranks labor-relations executive, Richard Feather, whom we instantly admired and trusted as fair-minded and constructive and perceived as likely to be so regarded by union members at the News. For another, we made a point, before closing the acquisition, of meeting some of the union leaders and their counsel, and they likewise impressed us favorably. Further, we noticed a great professionalism in employees at the News. Production people and reporters alike cared about the quality of their product, causing us to conclude that they would care similarly about the security and continuation of a common enterprise. Still further, we perceived a high level of friendship and communication among employees of the News, across craft-union lines. Indeed, the enterprise is so old and its jobs so well regarded that jobholders of all kinds have for decades urged their relatives and friends to join the News, often in different craft unions, creating as the years went by something more like a family business than might seem possible to anyone not familiar with it. Finally, we had enjoyed constructive relations with diverse and major labor unions elsewhere and did not enter Buffalo with any plan to seek destruction of long-established benefits, although we did hope to use negociated voluntary “buy-outs” to make some particularly important reductions in future costs. All these factors, together with the News’ long history of labor peace, contributed to our willingness to purchase the News, although at least two other prospective buyers, perhaps more fearful of the risks from having an unusually large number of separate unions, had refuse to pay the asking price for the paper.
直到 1980 年,尽管经济力量和种种麻烦常常给《布法罗新闻》带来经营亏损,也让工会成员及其他员工的工资涨幅令人失望,但漫长的无罢工史大体上仍如我们所料得以延续。
然而,面对 13 个不同的工会,以及来自竞争和通货膨胀的严峻外部压力,要维持劳资和平,就必须让 14 个群体(《新闻》的管理层加上所有 13 个工会)无一例外地充分理解共同的危险,并且,即便在通胀调整后的经济条件中倒退,也要始终相互体谅、明智行事。即便在《新闻》拥有异常有利的劳资和平条件下,指望这种全体一致的智慧和克制也是相当高的要求,考虑到:(1)人性的局限性,包括管理层那一边的局限性;(2)各个工会从不同时代沿袭下来的传统,即其主要精力应集中于积极提升和保护本工会成员的利益;(3)技术变革并非以稳定的步伐到来,其影响也不会平均分配给每个工会。
漫长的劳资和平期于 1980 年 12 月结束,当时一个小工会群体发动罢工,试图在其集体谈判协议中加入新的人员配备要求,以及即使工作未完成也要支付报酬的新要求。大多数其他工会的成员认识到这个罢工群体要求所具有的破例性质,无视纠察线并照常上班,但最终,《新闻》的大部分印刷工人拒绝继续工作,《新闻》无法继续出版。
这次罢工的严重性,及其对《新闻》持续存在可能性的有害影响,再强调也不为过。一家大都市地区的报纸,在罢工期间停刊,而实力相近的竞争对手继续出版,其损失绝不仅仅是罢工期间亏损大量金钱,然后恢复出版,回到与之前大致相同的年利润(或亏损)水平。相反,由于竞争报纸在罢工期间迅速扩大发行量,停刊的报纸通常会遭受如此严重的竞争地位损失,以至于很快就会到达一个点,即重新开刊根本不明智。例如,在蒙特利尔,一家长期以来占据压倒性主导地位的英文报纸,在最近一次因罢工停刊数月而其主要竞争对手持续出版的徒劳而愚蠢的重新开刊尝试中,亏损了数百万美元,最终彻底消亡。
在这样的现实面前,《新闻》去年发生罢工时,除了准备理性地面对罢工可能导致的任何程度的地位受损之外,别无实际选择。显然,如果罢工持续下去,明智的决定就是不复刊。《新闻》也不愿意在外部共同危险的情况下,以任何对其他相关工会不公平的方式,来解决与罢工工会群体在工会合同顺序谈判中的分歧。如果以一种对较早达成和解的工会不公平的方式解决争端,会导致毁灭性的“蛙跳”重现,最终损害《新闻》及其所有员工,包括那些试图先跳一步的人。
幸运的是,事情最终的发展表明,《新闻》内部有足够的好意和理智,使罢工在两天内结束,并且按《新闻》的看法,没有对较早达成和解的工会造成不公平。然而,罢工使《新闻》的税前亏损增加了数十万美元,也导致竞争地位的小幅损失。当然,这两种经济结果都降低了《新闻》未来补偿员工的能力,以及开始为股东创造经济价值的前景。
《信使快报》于 1977 年在《新闻》开始周日出版时对《新闻》提起的诉讼,目前仍未了结。然而,在 1980 年,随着《信使快报》被《明尼阿波利斯明星论坛报》公司收购(该公司历来更倾向于运用商业和新闻技能而非法庭斗争),诉讼的活跃程度和费用均有所降低。另一方面,可能正是由于这种偏好,《信使快报》如今比在其前所有者手中成为了更有效的竞争对手。
尽管发生了罢工且布法罗经济低迷,《新闻》在 1980 年经营亏损有所减少,这让我们感到鼓舞,我们预计 1981 年经营业绩将进一步改善。此外,因为我们拥有我们认为是社会最好的服务机构之一、并且是布法罗两家主要报纸中明显更优秀的那一家,我们仍然希望并期望《新闻》在适当的时候能够获得与其对布法罗的价值相称且与我们投资水平相适应的年利润。我们的政策仍然是改进并持有《新闻》,不出售它。
即便存在目前的困难,只要《新闻》的发行和广告份额保持稳定或略有增长,它仍是一项可出售的资产,而且我们可以轻易地通过出售《新闻》并将税后收益再投资于盈利资产,来改善我们的合并经营利润和股东投资回报率。我们对此甚至没有丝毫心动,这证明了我们的信念:正确的做法是坚守《新闻》,直到它要么消亡,要么——这可能性大得多——成为稳定的盈利来源和雇主。
尽管我们相信《新闻》长期成功的可能性很大,但基于迄今为止的记录和局势的性质,保持一定的谨慎可能是适当的。因此,我们向股东重申我们在以往年份中关于我们现在认为不太可能发生的意外事件的警告:“如果诉讼继续,并且竞争报纸成功地在某种程度上改变了联邦上诉法院所阐明的法律,并获得了它所寻求的那种禁令,或者如果任何长期罢工导致《布法罗晚报》关门,它很可能将被迫停止运营并清算,税后成本可能超过 1000 万美元。”
Until 1980 the long no-strike history continued much as we expected, despite economic forces and troubles which frequently caused operating losses for the News and disappointing wage and salary increases for union members and other employees. However, with 13 different unions and serious external pressures from competition and inflation, labor peace requires that 14 different groups (the News' management plus all 13 unions), without any exception, understand well the common danger, and, even if moving backward in inflation-adjusted economic terms, be wise and considerate of one another at all times. Even in the presence of the unusually favorable conditions for labor peace at the News, such unanimous wisdom and restraint are a lot to expect, given (1) the limitations of human nature, including that on management's side of the table, (2) the tradition, carried over from a different era, at each union that its main preoccupation should be vigorously to enhance and protect the interests of its own members, and (3) the fact that technological changes do not arrive at a steady pace and with effects allocated equally to each union. The long labor peace ended in December 1980, when one small union group went on strike in an effort to insert new manning requirements, and new requirements of pay for work even if not performed, into its collective bargaining agreement. Most of the other unions' members, recognizing the pattern-breaking nature of the striking union group's demands, ignored a picket line and reported for work, but, finally, most of the News' pressmen refused to continue working, and the News was unable to continue publishing. The gravity of the strike, its harmful effect on the potentiality for continued existence of the News, can hardly be overstated. An area-wide metropolitan newspaper which is closed down by a strike while a similar competitor continues publishing does not merely lose a lot of money while the strike goes on and then return to publishing at approximately the same annual profit (or loss) as before. Instead, because the competing paper gains circulation rapidly during the strike, the closed-down paper usually suffers such a loss of competitive position that it fairly soon reaches a point where it is unwise to reopen at all. For instance, in Montreal what had long been the overwhelmingly dominant English-language newspaper recently lost many millions of dollars, before its ultimate expiration, in a fruitless and foolish attempt to reopen after a strike of several months during which its main competitor continued to publish. Such being the facts of life, the News had no practicable alternative, when its strike occurred last year, except to prepare to face rationally whatever degree of impaired position resulted from the strike. Clearly, if the strike was an extended one, the sensible decision would be not to renew publication. Nor was the News willing to settle its disagreement with the striking union group in any manner unfair to other unions involved, under conditions of common external hazard, in serial bargaining of union contracts. A resolution of the dispute unfair to unions which had settled earlier would lead to a ruinous resumption of leapfrogging to the ultimate detriment of the News and all its employees, including those attempting to take the first jump. Fortunately, the amount of good will and good sense at the News was sufficient, as the matter worked out, to cause the strike to end in two days without, in the News' view, unfairness to unions which had settled earlier. However, the strike augmented the News' pre-tax losses by several hundred thousand dollars and also caused a small loss of competitive position. Both economic results, of course, diminish the capacity of the News to compensate its employees in the future as well as its prospects for beginning to pull its economic weight for shareholders. The litigation against the News, filed by the Courier-Express in 1977 when the News commenced publishing on Sundays, remains pending. However, the litigation has been less active and costly in 1980, following purchase of the Courier-Express by the Minneapolis Star and Tribune Company, which has a history of preferring the exercise of business and journalistic skills over court battles. On the other hand, possibly as a result of this preference, the CourierExpress is now a more effective competitor that it was under its former owners. Encouraged by the News' reduced operating loss in 1980, despite the strike and Buffalo's depressed economy, we expect a further improvement in operating results in 1981. Moreover, because we own what we believe to be one of society's best service institutions and much the better of Buffalo's two major newspapers, we still hope and expect that the News in due course will earn annual profits consistent with its value to Buffalo and appropriate to our level of investment. Our policy remains to improve and hold the News and not to sell it. The News remains a salable property, even with its current troubles, so long as its share of circulation and advertising is stable-to-inching-ahead, and we could easily improve our consolidated operating earnings and the percentage return we earn on our shareholders' investment by selling the News and reinvesting the proceeds, after tax effects, in profit-earning assets. That we are not even slightly tempted to do so demonstrates our conviction that the proper course is to stay with the News until it either expires, or, much more likely, becomes a solid earner and employer. Despite our confidence in the probable long-term success of the News, a certain caution is probably appropriate based on the record to date and the nature of the situation. We therefore repeat to our shareholders our warning in previous years regarding what we now believe are unlikely contingencies: "If the litigation continues and if the competing paper succeeds in somehow changing the law as enunciated by the Federal Court of Appeals and in obtaining the kinds of injunctions it is seeking, or if any extended strike shuts down the Buffalo Evening News, it will probably be forced to cease operations and liquidate, at an after-tax cost which could exceed $10 million."
促销服务业务及其他经营收入来源
我们合并净营业收入的最后组成部分来自:(1)扣除利息及其他母公司一般费用后的促销服务业务(主要是印花和激励业务)经营利润,加上(2)我们所占的西科公司在子公司存贷业务和钢铁服务活动之外持有的证券及不动产所产生的、扣除利息及其他西科公司一般费用后的经营利润份额。
促销服务业务在扣除母公司利息及其他一般费用和税款后,去年的经营利润大幅提升,从(合理地将发行在外但尚未兑换的印花所带来的“浮存金”投资产生的全部收入——股息和利息,加上股息带来的所得税优惠——计入其业绩后)193.2 万美元增至 429.3 万美元。股东们不应为这一经营利润的大部分增长所动,这主要源于我们对未兑换印花负债预估的调整。这些调整本质上不会频繁发生,使 1980 年营业收入增加了 174.7 万美元。不过,经营利润还因我们的激励业务从亏损转为盈利而增加了 72.1 万美元,我们希望这种状况能无限期持续下去。
印花服务的营业收入去年微增至 1667.2 万美元,而前一年是 1596.7 万美元。激励业务收入从 231 万美元增至 277.1 万美元。
在我们的印花业务中,以往的印花发行量曾数倍于当前水平,由此产生的“浮存金”相对于当前发行量而言规模庞大。(印花营业收入在 1970 财年达到顶峰 1.2418 亿美元,而我们 1980 年的 1667.2 万美元收入因此比峰值下降了 87%)。最终,除非印花发行量有所改善,否则投资“浮存金”带来的收益将大幅下降。不过,近年来“浮存金”的减少速度极为缓慢,1980 年底我们的“浮存金”为 6405.3 万美元。
正如我们在过去的年报中(特别是 1976 财年年报,我们敦促股东们重新查阅)详细讨论过的那样,对印花兑换负债(涉及预估最终将兑换的印花数量及每张印花的成本)进行会计处理在任何情况下都是个困难的过程,在通胀经济环境下以及印花发行量大幅下降时尤其如此。我们会根据情况变化定期调整对未来兑换负债的预估。1980 年我们进行的调整使营业收入如上所述增加,详情见所附财务报表附注 2。
我们打算继续留在印花业务中。许多现有客户在我们的印花服务支持下,经营着异常成功的超市、保龄球馆及其他业务,我们相信,只要有机会,我们也能为新客户提供非常有用的服务。
最后一个项目增加了我们的合并净营业收入。我们所占的西科公司在子公司存贷业务和钢铁服务活动之外持有的证券及不动产所产生的、扣除利息及其他西科公司一般费用后的经营利润份额,1980 年为 69.5 万美元,而前一年是 49.2 万美元。
PROMOTIONAL SERVICES BUSINESS AND MISCELLANEOUS SOURCES OF OPERATING INCOME The final components of our consolidated net operating income last year were provided by (1) operating earnings from our promotional services (mainly trading stamp and motivation) business, after deduction of interest and other general parent company expense, plus (2) our share of operating earnings, after deduction of interest and other Wesco general corporate expense, from securities and real estate held by Wesco outside the savings and loan and steel service activities of its subsidiaries. The promotional services business operated at a sharply increased operating profit, after parent company interest and other general expense and taxes, last year, up to $4,293,000 from $1,932,000 after (properly) giving it credit for the entire income (dividends and interest, plus income tax benefits caused by dividends) from investment of the funds available through "float" caused by trading stamps issued but not yet redeemed. Our shareholders should not be much impressed by most of the increase in operating profit, which was attributable primarily to revisions in our estimates of our liability to redeem outstanding trading stamps. The revisions, which by their nature will not frequently recur, increased 1980 operating income by $1,747,000. However, operating income was also increased by $721,000 through changing our motivation business from a loss to a profit position, a condition we hope will recur indefinitely. Trading stamp service revenues increased by a minor amount to $16,672,000 last year compared with $15,967,000 in the previous year. Motivation business revenues increased to $2,771,000 from $2,310,000. In our trading stamp business our "float" — resulting from past issuance of trading stamps when volume was many times greater than the current level — is large in relation to current issuances. (Trading stamp revenues peaked at $124,180,000 in fiscal 1970, and our 1980 revenues of $16,672,000 therefore represented a decline of 87% from peak volume). Eventually, unless stamp issuances improve, earnings from investing "float" will decline greatly. The decline in "float" in recent years, however, has proceeded at an extremely slow rate, and our "float" was $64,053,000 at yearend 1980. As discussed extensively in previous annual reports (particularly for fiscal 1976), which we urge shareholders to review, accounting for trading stamp redemption liability (which involves estimating the number of stamps that will ultimately be redeemed and the cost per stamp) is a difficult process under any circumstances, but particularly so in an inflationary economy and when stamp issuances decline by a large percentage. We periodically revise our estimated future redemption liability as conditions warrant. In 1980 we made revisions increasing operating income as above described, as explained in detail in Note 2 to our accompanying financial statements. We intend to remain in the trading stamp business. Many of our present customers, aided by our stamp service, operate unusually successful supermarkets, bowling alleys and other businesses, and we believe that, given the opportunity, we can also provide very useful service to new customers. One final item augments our consolidated net operating income. Our share of operating earnings, after deduction of interest and other Wesco general corporate expense, from securities and real estate held by Wesco outside the savings and loan and steel service activities of its subsidiaries, amounted to $695,000 in 1980, compared with $492,000 in the previous year.
出售企业证券及重要固定资产的净收益
NET GAINS ON SALES OF CORPORATE SECURITIES AND IMPORTANT FIXED ASSETS
在我们总资产中,分布于五家运营企业的公司证券持有量,远超 1980 年底同等规模合并企业的一般预期——当时我们报告的合并营收为 2.19 亿美元,合并净资产为 1.46 亿美元(详见所附合并财务报表附注 3)。
这些公司证券的持有,大多源于其所处业务的特性。例如,印花交易业务持有流动资产,以备最终赎回印花;储蓄贷款业务持有流动资产,用于偿付储户账户。其余证券持有则属临时性质,主要存在于西科金融公司,待处置后获取资金,用于收购更多企业。
只有共同储蓄公司因法律禁止持有多数普通股,才大量持有优先股。因此,大部分持有的是普通股。我们报告的经营利润仅包含持股所得的税后股息。而且,由于我们持有普通股的公司也会留存并再投资未作为股息派发的收益——这一过程最终会提升我们所持股票的市场价值——我们还会不定期实现部分持股出售的净资本利得。
此外,我们的各类业务偶尔会出售重要建筑、机器或其他固定资产,以适应不断变化的环境。1980 年,共同储蓄公司出售分支机构办公设施即属此类。
1980 年,我们在共同储蓄公司出售分支机构办公设施收益中所占份额为 233.2 万美元,在公司证券出售净收益中所占份额总计 149.3 万美元。两类资本利得合计,我们的总份额为 382.5 万美元,而上一年度为 121.4 万美元。
In our total assets, located among our five operating businesses, we hold considerably more corporate securities than might be expected in a consolidated enterprise of our size at the close of 1980, as we report consolidated revenues of $219 million and consolidated net worth of $146 million (see Note 3 to our accompanying consolidated financial statements). Most of these holdings of corporate securities are held because of the very nature of the particular business in which they are owned. For instance, the trading stamp business owns liquid assets to provide for ultimate redemption of stamps, and the savings and loan business holds liquid assets to provide for repayment of savings account holders. The remaining security holdings exist temporarily, primarily in Wesco Financial Corporation, pending their disposition to provide funds for use in buying additional businesses. Only Mutual Savings, which is barred by law from owning most common stocks, has significant holdings of preferred stocks. Most holdings, therefore, are of common stocks. Our reported operating earnings include only the dividends from our stockholdings, after taxes. And, because the corporations whose common stock we own also have and reinvest earnings not paid out as dividends, a process which ultimately raises market value of the stock we own, we also realize irregularly net capital gains from sales of portions of our holdings. In addition, our various businesses occasionally sell important buildings, machinery or other fixed assets, as such businesses adjust to changing conditions. In 1980 the sale of branch office facilities by Mutual Savings fell into this category. In 1980 our share of the gain from sale of Mutual Savings' branch office facilities was $2,332,000, and our total share of the net gains from sale of corporate securities was $1,493,000. Our aggregate share of both types of capital gains combined was $3,825,000, compared with $1,214,000 in the previous year.
平克顿公司(PINKERTON'S, INC.)
1980 年底,我们持有平克顿公司 35% 的股权,均为无投票权股份。平克顿是全美领先的安保与调查服务公司。
我们持有这类无投票权权益表明,在综合考虑所有因素后,我们往往更愿意买入那些我们无法或不愿投票的股票,而非谋求绝对控制权。我们认为,当企业经理人的投资选项包括收购那些不会增加其发号施令对象的商业权益时,资本配置决策的理性程度会得到提升。不过,我们普遍观察到,企业经理人对被动型投资的兴趣不高,即便这类投资的市盈率和市净率远优于控股型投资。人们偏爱控股型投资,通常基于两个理由:(1)预期通过变更控制权能带来改善——他们对自己管理团队商业能力的评价,远高于被投资公司的管理层;(2)认为被投资公司的管理层,若独立行事,很可能不会做出符合最终股东最佳利益的决策。我们的看法与此不同。尽管我们预计自己的主要精力仍将集中于运营企业,但我们对被动型投资也怀有不同寻常的兴趣,原因如下:
- 我们深知,自己的商业能力常常远逊于他人——这一点可以从对比数据以及经过审计、记录着重大失误的业绩中得到证明;
- 我们相信,许多企业经理人值得信任,他们会为股东利益服务,即使股东实际上没有能力控制或更换管理层;
- 我们认为,因为不涉及控制权,买入时无需支付溢价——这一优势往往能弥补(即便存在)缺乏控制权带来的劣势;
- 我们旗下的综合企业包含了那些因其业务性质而必须持有大量被动投资的运营公司。
我们希望,自己异于寻常地愿意持有企业的“无投票权合伙权益”这一特点,能更广为人知,从而吸引更多类似我们持有平克顿那样的投资机会。而且,根据我们从无投票权股东角度观察五年的经验,我们确信:即便我们买下了平克顿的投票控制权,它的经营也不会因此有一丁点改善,也更不会更多地考虑股东利益。
我们对平克顿的总投资成本为 2336.4 万美元,其中大部分属于有价证券,远低于当前市场价值。详见所附财务报表附注 3。
我们报告的收入中,只计入从平克顿收到的股息。这些股息近年来稳步增长,构成了上文“促销服务业务及其他经营收入来源”项下报告收入的一部分。由平克顿股息产生的部分,1980 年为 142.9 万美元,1979 年为 120.1 万美元。
PINKERTON'S, INC. At yearend 1980 we owned non-voting stock representing 35% of the equity in Pinkerton's, Inc., the leading national security and investigation service company. Our ownership of this non-voting interest demonstrates that, when all factors are considered, we often would rather buy stock we can't or won't vote than absolute control. We think the rationality of use-of-capital decisions is improved when the repertoire of a corporate manager includes purchases of business interests which do not augment the number of people to whom the manager can give orders. However, we have generally observed a low interest among corporate managers.in passive investments, even when available at much better price/earnings and price/book value ratios than controlling positions. The strong preference for controlling positions is ordinarily justified by (1) expected improvements from a change in control based on a high appraisal of the business skills of the managers of the corporate investor compared to the managers of the corporate investee and (2) a low appraisal of the likelihood that the managers of the corporate investee, if free to act independently, will make decisions which best serve the interests of ultimate shareholders. Our view is different, and, although we expect always to concentrate our activities primarily in operating businesses, we also have an uncommon interest in passive positions for the following reasons: 1. We know that our business skills are frequently inferior by a wide margin to those of others, as we can prove from comparative figures and our audited record reflecting gross errors; 2. We believe that many corporate managers can be trusted to serve the shareholders' interests even when the shareholders have no practical power to control or replace management; 3. We think the advantage of buying at a non-premium price, because control is absent, often counterbalances the disadvantage, if any, from lack of control; 4. Our consolidated enterprise includes operating businesses required by their nature to own significant passive investments. We hope to become better known for our uncommon willingness to own "non-voting-partnership" interests in businesses and to attract other offerings like that which produced our Pinkerton's holding. And we are sure, based on five years' observation from our non-voting position, that Pinkerton's wouldn't have been managed one whit better or one whit more in its shareholders' interests if we had purchased voting control. Our total investment in Pinkerton's at cost was $23,364,000 which, with respect to the major portion thereof constituting marketable securities, is substantially below current market value. See Note 3 to our accompanying financial statements. Only the dividends we receive from Pinkerton's are included in our reported income. These dividends have increased regularly in recent years, creating part of the income reported above under the heading: "Promotional Services Business and Miscellaneous Sources of Operating Income." The part created by Pinkerton's dividends was $1,429,000 in 1980 and $1,201,000 in 1979.
合并资产负债表与其他数据
我们的合并资产负债表保持着与公司地位相称的雄厚实力——这家公司的合并净资产支撑着对他人做出的巨额承诺。正如所附财务报表附注 3 所述,截至 1980 年 12 月 27 日,我们有价证券的总市值高于总成本。在总债务与总净资产及总流动资产的对比关系中,我们仍然处于审慎稳健的位置。
维持由审慎资产负债表所带来的无可挑剔的银行信用对我们至关重要。结合我们一贯在具体需求之前进行一定数量长期借款的做法,这赋予了我们最大的财务灵活性,足以应对各种风险与机遇。
题为“主要业务活动”、“精选财务数据”以及“管理层讨论与分析”的章节从第 13 页开始呈现。我们恳请您仔细关注这些内容以及经审计的财务报表。
CONSOLIDATED BALANCE SHEET AND OTHER DATA Our consolidated balance sheet retains a strength befitting a company whose consolidated net worth supports large outstanding promises to others. As explained in Note 3 to the accompanying financial statements, the aggregate market value of our marketable securities was higher than their aggregate cost at December 27, 1980. We remain in a prudent position when total debt is compared to total net worth and total liquid assets. Retaining the impeccable bank credit facilitated by a prudent balance sheet position is very important to us. When combined with our practice of doing a certain amount of long-term borrowing in advance of specific need, it gives us maximum financial flexibility to face both hazards and opportunities. Sections entitled "Principal Business Activities," "Selected Financial Data" and "Management's Discussion and Analysis" are presented beginning on page 13. We invite your careful attention to these items and to our audited financial statements.
回首与展望
1970 年代伊始,我们只有一家企业—— trading stamps(贸易印花),它注定会萎缩到原来规模的很小一部分,以及一个证券组合——用于抵消印花赎回负债,这个组合由前 Owner(前所有者)挑选,如果持有至今,结果将是灾难性的。(举例来说,这家组合中包含了大量期限极长、票息极低的市政债券,发行方的信用评级还在不断下滑。)
1980 年代开始,我们拥有五家组成企业,而不是一家。按收购顺序排列,它们分别是:(1)贸易印花和其他促销服务,(2)喜诗糖果公司(See's Candy Shops, Incorporated),(3) Mutual Savings(互助储蓄),(4)《布法罗晚报》(Buffalo Evening News),以及(5)精密钢铁公司(Precision Steel)。
这五家组成企业,比一个粗心的观察者可能注意到的,有更多共同点:
- 它们都是高品质的企业,由高素质的人才运营,并且秉承着强调可靠、有效服务的悠久传统;
- 在正常运转下,每家企业通常会产生大量现金,这些现金不需要强制再投资回同一家企业,因此可用于收购新企业或偿还债务。
这两个共同点中的第二个需要额外说明。许多在低通胀时期曾是良好投资的企业,在通胀环境下,即使实物产量不变,也已无法产生多少现金——甚至根本产生不了。任何这样的企业,即使在报告看似令人满意的利润时也总是现金匮乏,除非存在某种特殊因素,否则不会是成为我们新子公司的候选对象。
截至 1971 年 2 月 27 日,我们的资产负债表净资产约为 4300 万美元。到 1980 年底,资产负债表净资产已经增至约 1.46 亿美元,十年间增长了 240%。截至 1971 年 2 月 27 日,我们持有的证券总权益(equity in aggregate securities)的市值,比资产负债表上的成本低了约 500 万美元。到 1980 年底,我们的权益市值则比资产负债表上的成本高了约 2560 万美元。在截至 1980 年 12 月 27 日的十年间,我们股东投资实现的平均年复合总回报率大约是 15%(按年计),这还不包括我们有价证券权益从未实现亏损到未实现盈利的有利变动。考虑到我们初始贸易印花业务面临的逆风,在一个温和通胀的环境中,这个回报率是可以接受的。
在刚刚结束的 1980 年,我们股东初始投资的总回报率大约是 16%。这个回报率每年都会波动,取决于各种因素,包括已实现资本利得的金额变化。任意单一年份的回报率数字并不十分重要,虽然多年间的平均值以及该平均值的变化趋势至关重要。
A LOOK BACK AND A LOOK AHEAD We began the 1970s with a single business, trading stamps, which was destined to decline to a small fraction of its former size, and a portfolio of securities, offsetting stamp redemption liabilities, which had been selected by previous owners and would have led to a disastrous result if held through to the present time. (The portfolio, for instance, contained a substantial amount of very-long-term, low-coupon municipal bonds of issuers with declining credit ratings.) We began the 1980s with five constituent businesses instead of one. In order of acquisition they are: (1) trading stamps and other promotional services, (2) See’s Candy Shops, Incorporated , (3) Mutual Savings, (4) Buffalo Evening News, and (5) Precision Steel. Our five constituent businesses have more in common than might be noted by a casual observer: 1. They are all high-grade operations, manned by high-grade people operating within a long tradition emphasizing reliable and effective service, and 2. When functioning properly each business will usually generate substantial amounts of cash not claimed by compulsory reinvestment in the same business and therefore available for purchases of new businesses or debt repayment. The second of these two common characteristics needs additional explanation. Many businesses, once good investments when inflation was low, are now, under inflationary conditions, unable to produce much, if any, cash even when physical volume is constant. Any such business, always cash-starved even while reporting apparently satisfactory profits, is not a candidate, absent some special factor, to become a new subsidiary of ours. Our balance sheet net worth at February 27, 1971 was about $43 million. By the end of 1980 our balance sheet net worth had increased to approximately $146 million, up 240% in ten years. At February 27, 1971 our equity in aggregate securities was worth about $5 million less than balance sheet cost. At the end of 1980 our equity was worth about $25.6 million more than balance sheet cost. Our average annual total percentage return earned on shareholders investment over the ten years ending December 27, 1980 was approximately 15% per annum, without counting the favorable swing from unrealized loss to unrealized profit in our equity in marketable securities. The percentage return earned was acceptable in a moderate-inflation environment, considering the headwinds in our initial trading stamp business. In 1980, the year just ended, our total percentage return on the beginning investment of our shareholders was approximately 16%. This percentage return fluctuates from year to year, depending upon various factors including changes in amounts of capital gains realized. The percentage return figure for any one year is not very significant, although the average figure over a period of years, and the trend in such average figure, are of vital importance.
我们希望未来从股东投资中获得的年均总回报率(尽管会有波动)能高于过去。目前,由于我们对《布法罗新闻》的大量投入带来了亏损而非利润,我们的股东投资总回报率受到了拖累。我们正努力改善这一状况。此外,我们预计会时不时地收购更多业务,这些业务带来的回报将高于为购买它们而出售资产所得的收益。
然而,即使我们成功提高了股东投资的年均总回报率(这并非板上钉钉的事),如果通货膨胀以目前的速度持续下去,我们公司的表现可能不会对作为投资者的股东有多大帮助。正如我们去年所说,“如果通货膨胀率是 16%,或者甚至在 11% 的情况下,考虑到那些为了在购买力跑步机上原地踏步而必须报告应税‘利润’的股东所需缴纳的所得税,16% 的净资产收益率显然无法为股东带来多少实际回报。”
通货膨胀是针对以普通股形式持有的资本的一种非常有效的间接税。对于希望保护股东的企业管理者来说,我们不知道有什么普遍适用的有效对策来应对这种间接税。但即便如此,我们认为,始终以实际价值来考虑股东利益,而不是仅仅以管理资产的增长来合理化自身行为(而不顾对股东的实际影响),是一个相当有用的习惯,并且可以合理地期望企业管理层具备这种习惯。我们非常自觉地在培养和强化这个习惯,尽管有时可能会无意中有所疏忽。
举例来说,通货膨胀导致的低股价,加上我们对股东实际利益的关注,极大地增强了我们对大多数发行新股提议的抵触情绪。我们已经很久没有因为任何原因发行过新股了。除了极少数例外,美国公司现在发行新股时,无法获得与它们所付出的内在价值相匹配的回报。我们的公司也不例外。而且很明显,一家公司通过发行新股来稀释每股股份背后的价值,无法促进其股东的长期利益。我们对任何此类稀释行为的拒绝,解释了我们长期不变的普通股资本结构。
我们相信,我们(1)高度重视企业的现金生成能力,(2)不愿发行新股,以及(3)强劲的资产负债表状况,这些特质在未来几年中很可能会越来越受投资者青睐,成为他们选择投资普通股时所重点关注的质量。
此致
敬礼
查尔斯·T·芒格,董事会主席
唐纳德·A·克佩尔,总裁
1981 年 2 月 25 日
We hope to earn a higher average (though fluctuating) annual total percentage return on shareholders' investment in the future than we have in the past. Our total percentage return on shareholders' investment is now depressed by our substantial commitment to the Buffalo Evening News, producing losses instead of profits. We are trying to correct this condition. Moreover, we expect from time to time to acquire additional businesses which will produce higher returns than the assets disposed of to fund their purchase. However, even if we succeed in increasing our average annual total percentage return on shareholders' investment (no sure thing), our performance as a company may not do very much for our shareholders as investors if inflation continues at the present rate. As we stated last year , “A 16% return on equity obviously won't do much in real terms for shareholders if the inflation rate is 16%, or even 11% when we also allow for income taxes imposed on owners who must report taxable ‘profits’ while only maintaining their position on the purchasing-power treadmill.” Inflation is a very effective form of indirect taxation on capital represented by holdings of common stock. We know of no adequate countermeasure, generally available to corporate managers who wish to protect shareholders, to this form of indirect taxation. But, even so, we think a habit of always thinking about shareholders’ interests in real terms, instead of rationalizing growth of managed assets regardless of real effects on shareholders, is quite useful and may fairly be expected of corporate managements. We make a very conscious effort, perhaps with occasional inadvertent lapses, to have and reinforce this habit. For one example, low stock prices, caused by inflation, together with our preoccupation with real shareholder interests, have intensified our resistance to most proposals that we issue new common stock. We haven't issued a new share, for any reason, for a long time. With rare exceptions American corporations now cannot get as much intrinsic value as they give when new common stock is issued. Our corporation is no exception. And, quite clearly, a corporation can't further its own shareholders' long-term interests by diluting, through new stock issuances, the value underlying each outstanding share. Our unwillingness to accept any such dilution explains our long-unchanged common stock capitalization. We believe that our (1) heavy emphasis on the cash-generating characteristics of businesses, (2) reluctance to issue new stock and (3) strong balance sheet position are all likely to enjoy increased recognition in future years as qualities to be emphasized by selectors of common stocks for investment. Cordially yours, Charles T. Munger, Chairman of the Board Donald A. Koeppel, President February 25, 1981