蓝筹印花股东年度信函,1981财年(查理·芒格 / 唐纳德·科普尔)

1981 · 书信 · 原文约 9921 词
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致我们的股东

1981 日历年度,合并经营利润(即扣除所有证券、抵押贷款及重要固定资产销售净收益前的利润)从上一年的 1656.4 万美元(每股 3.20 美元)增至 2089.5 万美元(每股 4.03 美元)。

合并净利润(即扣除证券、抵押贷款及重要固定资产销售净收益后的利润)从上一年的 2038.9 万美元(每股 3.94 美元)增至 2762.6 万美元(每股 5.33 美元)。

除了母公司经营的基础业务(主要是贸易 stamps)外,我们还有四大主要子公司:喜诗糖果公司(100% 持股)、互助储蓄公司(80% 持股)、精密钢铁公司(80% 持股)以及《布法罗晚报》公司(100% 持股)。刚刚结束的两个报告年度的合并收入细分如下(单位千美元,每股数据除外):

经营净利润(亏损)

To Our Stockholders Consolidated operating income (i.e., before all net gains from sales of securities, mortgages and important fixed assets) for the calendar year 1981 increased to $20,895,000 ($4.03 per share) from $16,564,000 ($3.20 per share) in the previous year. Consolidated net income (i.e., after net gains from sale of securities, mortgages and important fixed assets) increased to $27,626,000 ($5.33 per share) from $20,389,000 ($3.94 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): Net operating income (loss) of

其他所有项目的净利润*4

All other net income*4

证券及固定资产销售净收益*5

Net gains on sales of securities & fixed assets*5

蓝筹股

合并

净利润

Blue Chip consolidated net income

截至 收尾 年份 约为

Year ended about

See's*1

See's*1

Mutual

Savings*2

Mutual Savings*2

Steel

Business

Steel Business

*3《布法罗新闻》

Buffalo Evening News*3

December

31, 1981

December 31, 1981

$10,647

$10,647

$3,393

$3,393

$1,560

$1,560

$(531)

$(531)

$5,826

$5,826

$6,731

$6,731

$27,626

$27,626

根据蓝筹印花股份计算

Per Blue Chip share

2.06

2.06

.65

.65

.30

.30

(.10)

(.10)

1.12

1.12

1.30

1.30

5.33

5.33

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

按照蓝筹印花

Per Blue Chip share

1.40

1.40

.81

.81

.23

.23

(.28)

(.28)

1.04

1.04

.74

.74

3.94

3.94

  1. 在扣除因以远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后,已相应减少收入。
  2. 在增加因以低于账面价值收购互助储蓄利息收入而产生的折价摊销,并剔除互助储蓄出售证券、抵押贷款及重要固定资产的损益后,已相应增加收入。
  3. 在扣除收购该报纸所产生的相对小额无形资产摊销后,已相应减少收入。
  4. 在扣除利息及其他公司费用后,每年促销服务活动均产生经营亏损,随后合并净利润中计入:(i) 主要来自因发行但尚未赎回的印花而产生“浮存金”所投资的资金带来的股息和利息;(ii) 因计算联邦所得税时可扣除 85% 股息而获得的税收优惠;(iii) 蓝筹公司从威斯科金融公司集团在其储蓄贷款和钢材服务业务之外持有的证券和房地产中所获得的股息、利息及租金份额;(iv) 1980 年,蓝筹公司印花负债账户净调整金额为 1747 美元,合每股蓝筹 0.34 美元,已扣除税费,详见下文“促销服务业务及其他经营收入来源”。
  5. 1980 年的数据包括:互助储蓄出售 15 家分支机构所产生的 2332 美元,合每股蓝筹 0.45 美元,详见下文“互助储蓄贷款协会”;以及各实体(包括互助储蓄)已实现的证券净收益(扣除税费及少数股东权益后)为 1493 美元,合每股蓝筹 0.29 美元。1981 年的数据仅涉及此类证券净收益。

以上对(同一合计盈利)的分解方式,与我们经审计的财务报表中使用的格式略有不同。我们不厌其烦地准备这种非传统的盈利分解方式,并在本信中提供,是因为我们认为,与附后采用传统格式的合并利润表相比,它能更好地解释实际情况。总的来说,我们每年都在努力改进致股东的信,以便更好地披露那些如果我们角色互换、我们是被动投资者时我们希望被告知的内容。不过,我们并不刻意追求新鲜或新奇的描述。在那些事实多年来始终真实且具有分析重要性的问题上,以及在那些已成为我们固定商业信条的观念上,我们认为重复是恰当的。因此,只要之前使用过的词语、句子或段落仍然充分有效,我们就直接重复使用,仅更新最新数据。

1) After reducing income by amortization of intangibles arising from purchase of See's at a large premium over its book value. 2) After increasing income by amortization of the discount from Mutual Savings' book value at which the interest was acquired and eliminating gains and losses from sale by Mutual Savings of securities, mortgages and important fixed assets.

  1. After reducing income by amortization of relatively minor intangibles arising at acquisition of the newspaper.
  2. 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 primarily 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 Savings' 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 Savings, net of taxes and minority interest. The 1981 figures relate solely to such net securities gains. The foregoing breakdown (of the same aggregate earnings) differs somewhat from that used in our audited financial statements. We take the pains to prepare our unconventional breakdown of earnings and to furnish it in this letter because we believe it better explains 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. However, we make no effort to provide fresh or novel descriptions. Repetition seems appropriate to us where facts remain both true and analytically important over many years and where certain ideas are part of our fixed business catechism. Accordingly, where previously used words, sentences or paragraphs appear adequate we simply repeat them, inserting up-to-date numbers.

喜诗糖果公司(SEE'S CANDY SHOPS, INCORPORATED)

我们全资子公司喜诗糖果公司去年的盈利增长了 43.7%,考虑到当前经济衰退中零售业的普遍状况,这一业绩堪称惊人。我们拥有喜诗至今正好十年。在我们持有喜诗的整整十年期间,该公司的对比数据如下:

截至该年

SEE'S CANDY SHOPS, INCORPORATED The earnings of our 100%-owned subsidiary, See's Candy Shops, Incorporated, increased 43.7% last year, a phenomenal performance considering the general state of retailing in the current recession. We have now owned See's for exactly ten years. Comparative figures for See's for the entire ten-year period of our ownership are set forth below: Year ended about

Sales

Sales

税后利润*

Profits after taxes*

售出糖果的磅数

Number of pounds of candy sold

截至年底开业门店数量

Number of stores open at year end

December 31,

1981

December 31, 1981

$112,578,000

$112,578,000

$11,130,000

$11,130,000

24,052,000

24,052,000

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

December 31,

1977

December 31, 1977

62,886,000

62,886,000

6,262,000

6,262,000

20,921,000

20,921,000

December 31,

1976

December 31, 1976

56,333,000

56,333,000

5,618,000

5,618,000

20,553,000

20,553,000

December 31,

1975

December 31, 1975

50,492,000

50,492,000

5,308,000

5,308,000

19,134,000

19,134,000

December 31,

1974

December 31, 1974

41,248,000

41,248,000

3,229,000

3,229,000

17,883,000

17,883,000

December 31,

1973

December 31, 1973

35,050,000

35,050,000

2,069,000

2,069,000

17,813,000

17,813,000

December 31,

1972

December 31, 1972

31,337,000

31,337,000

2,332,000

2,332,000

16,954,000

16,954,000

这些盈利数字略高于第 1 页表格中蓝筹印花公司分享的喜诗糖果利润,因为蓝筹印花公司的份额反映了(i)收购喜诗糖果股票时支付的高于账面价值的大额溢价所产生的无形资产摊销,以及(ii)蓝筹印花公司收到的喜诗糖果股息需缴纳的州所得税。

去年喜诗糖果的总销量(按磅计算)表现良好,与前一年基本持平,尽管价格涨幅最终略高于通胀率。门店销售额虽有增加,但这完全是因为新增门店的影响。在全年都有营业的店铺中,总销量下降了 1.6%。企业圣诞节批量订单的销量自 1974 年经济衰退以来首次出现下滑。1981 年原料成本仅温和上涨,加上营收增长约 15%,喜诗糖果的利润大幅攀升,创下历史新高。

喜诗糖果无疑是我们收购过的最优质的企业,其表现超出了我们相当保守的预期。我们预测未来的记录常常不佳,即便是对已经持有多年的企业也是如此,而我们当初对喜诗糖果的未来严重低估,以至于能最终收购它实属运气。

不过,至少在过去十年里,我们始终明智地希望喜诗糖果的首席执行官查克·哈金斯,这位毕生奉献于该企业的人,能以他和公司传统的方式来经营公司。查克·哈金斯是一位杰出的人,也是一位杰出的管理者。能与他和像他及他的前任、同事们所共同创造的那种优质企业相伴,绝非寻常的荣幸。

美国人均盒装巧克力消费量基本维持不变,糖果店业务依然面临巨大的成本压力,不过 1981 年原料成本涨幅低于正常水平,在一定程度上抵消了这种压力。当喜诗糖果每年提价以反映成本压力时,它始终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,消费者仍然愿意以必要的数量持续购买,使得喜诗糖果的利润不规律地以平均速度增长,在近期大幅增长的推动下,最终结果相当令人满意。从逻辑上讲,如果喜诗糖果的成本平均增长率持续高于总体通胀率,这种情况不可能永远持续下去。此外,在未来的某些年份,大宗商品和原料价格将意外大幅上涨,导致利润出现意想不到的下滑。

或许是因为提价对个人消费的抑制作用大于对礼品消费的抑制作用,喜诗糖果的季节性销售峰值逐年变得更加极端,这带来了许多运营问题,并且其净利润越来越集中在 12 月这一个月份。

如果更详细地审视其行业背景,喜诗糖果迄今为止的成功就更加引人注目了。据我们所知,糖果店业务对所有其他公司来说,依然是糟糕至极或至多平庸的业务,这些公司往往同时遭受以下困境:(1)每平方英尺零售空间的销售额低,以及(2)业务的季节性极强,要求门店在一年中约 90% 的时间里,以远远无法被销售额合理化的最低水平配备人员和维持运营。

我们认为,尽管存在这些问题,喜诗糖果之所以能获得非凡的利润,主要是因为新老顾客都喜欢喜诗糖果的口感和质地,以及其分销过程中极具特色的极高水平的零售服务。这种顾客热情源于对昂贵天然糖果原料的近乎狂热坚持,加上确保严格质量控制和令人愉悦的零售服务的昂贵制造和分销方法。这些品质带来的回报是门店每平方英尺销售额异常高,通常是竞争对手的两到三倍,并且收礼者对喜诗巧克力有强烈的偏好,即使与更昂贵的品牌相比也不例外。

到 1981 年底,蓝筹印花公司合并净资产中由其持有的喜诗糖果权益所代表的部分,金额为 3830 万美元,其中包括足以支持喜诗糖果每年圣诞节前大量备货的流动性资产。显然,基于喜诗糖果 1981 年 1110 万美元的利润,这项投资的价值远高于蓝筹印花公司合并资产负债表中的账面价值。

去年,我们“谨慎预测喜诗糖果 1981 年的利润至少会温和增长”。1982 年,喜诗糖果将再次努力实现利润增长,实现温和增长的可能性是相当合理的。

These earnings figures are a little higher than Blue Chip Stamps' share of See's earnings shown in the table on page 1 because Blue Chip's share reflects (i) amortization of intangibles arising from purchase of See's stock at a large premium over book value and (ii) state income taxes on See's dividends received by Blue Chip. See's aggregate sales in pounds held up well last year, being essentially unchanged from the previous year even though prices were increased at a rate which turned out to be somewhat higher than the inflation rate. Shop sales increased, but only because of the impact of additional stores. Shops operating throughout both years registered an aggregate decrease in poundage of 1.6%. Christmas season quantity order sales to businesses declined for the first time since the 1974 recession. Ingredient costs in 1981 increased only moderately and, with revenues up about 15%, See's profits rose sharply to an all-time record. See's is by far the finest business we have ever purchased, exceeding our expectations, which were quite conservative. Our record as foretellers of the future is often poor, even with respect to businesses we have owned for many years, and we so greatly underestimated See's future that we were lucky to acquire it at all. However, we have at least had the good sense all these last ten years to want See's chief executive, Chuck Huggins, who has spent his working life in its business, to run the company in his and its traditional way. Chuck Huggins is a splendid man and a splendid manager. It is no minor privilege to be associated with him and the kind of quality enterprise he and his predecessors and co-workers have created. 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, offset to some extent in 1981 by subnormal increases in ingredient costs. When See's increases prices each year to reflect 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 irregularly at an average rate which, aided by large recent gains, has turned out to be quite satisfactory. This state of affairs logically cannot continue forever if, on average, See's costs keep increasing faster than the general rate of inflation. Moreover, in some future years commodity and ingredient prices will rise sharply and unexpectedly, causing unanticipated decreases in profits. 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 in the single month of December. See's success to date becomes even more remarkable when its industry background is examined in more detail. So far as we know the candy-store business continues to be terrible to mediocre for all other companies, which tend to suffer from a combination of (1) low sales per square foot of retailing space plus (2) the great seasonality of the business which requires staffing and maintenance of stores at minimum levels grossly unjustified by sales during about 90% of each year. We believe that See's exceptional profits occur, despite all the problems, mainly because both new and old customers prefer the taste and texture of See's 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 extraordinary sales per square foot in the stores, frequently two to three times those of competitors, and by a strong preference by gift recipients for See's chocolates, even when measured against much more expensive brands. At the end of 1981, the portion of Blue Chip's consolidated net worth represented by its interest in See's amounted to $38.3 million and included liquid assets adequate to finance See's substantial annual build-up of pre-Christmas inventories. Obviously, based on See's 1981 earnings of $11.1 million, this investment in See's is worth considerably more than its carrying value in Blue Chip's consolidated balance sheet. Last year we made "a guarded forecast that See's earnings would increase at least moderately in 1981." In 1982 See's will try again to increase earnings and a modest increase is quite conceivable.

互助储蓄贷款协会

我们在互助储蓄贷款协会的经营利润中所占的份额在 1981 年大幅下降,从上一年的 418.1 万美元降至 339.3 万美元。

能赚到这些降低后的利润已经是一个值得注意的成就,因为在 1981 年,几乎所有其他储蓄贷款协会都遭受了巨额经营亏损,有些甚至破产,并在政府监管机构的压力下被实力更强的公司吸收。财务压力一直持续到 1982 年。这些困境源于“借短贷长”的资产负债结构,加上与过去和预期通胀相关的高企当前利率,以及许多原本限制储蓄账户利率竞争的旧有监管措施的取消。协会被迫支付高于其从多年前(现在看起来像另一个世界)获得的长期、固定利率抵押贷款的锁定收益率所能覆盖的利率,以维持储蓄账户。

储蓄贷款行业的悲惨境况,是加勒特·哈丁的“软科学”(如商业、政治、经济学和法律)原理的又一个例证:坏主意最初都是好主意。某种善意的想法一开始运行良好,但随后停止运作并走向反面,储蓄贷款行业的基本理念——极端地“借短贷长”,同时依赖政府监管迫使储户在通胀时期接受不充分的回报——正是如此。如果像看起来很可能的那样,哈丁的原理是人类无法逃避的遗产的一部分,那么只有在危险信号开始飘扬时——即当人们忠实地遵循过去珍视的想法时——及时掉头,才能部分地避免悲剧。不幸的是,这里还有另一个反常现象在干扰——思维倾向于拒绝与珍视想法相悖的危险信号所传达的信息。

在互助储蓄贷款协会,我们盲目了太久,正如哈丁会预测的那样,但就像储蓄贷款行业的其他机构一样,当现实不再向我们挥舞危险信号,而是开始用它们戳我们的头和肚子时,我们开始更好地应对现实。

我们应对现实努力的最终结果是,互助储蓄贷款协会尽管拥有庞大的“借短贷长”头寸,包括可能是全美所有协会中平均利率最低(1981 年底为年化 7.6%)的固定利率抵押贷款组合,但仍能持续产生微薄利润。1981 年的利润之所以能实现,尽管有这一不利因素,是因为互助储蓄贷款协会拥有:

  1. 据我们所知,在所有成熟的美资协会中,股东权益与总计息负债之比最高;
  2. 高于正常比例的资产配置在短期、计息现金等价物上;
  3. 远高于正常比例的资产配置在中短期、免税债券和公用事业优先股上,其税后等效收益率约为典型协会抵押贷款组合当前收益率的两倍。

互助储蓄贷款协会 1981 年底的资产负债表摘要见我们随附财务报表的附注 1。

互助储蓄贷款协会不寻常的资产负债结构,部分源于 1980 年出售其所有分支机构的举动,其一个后果是只保留了收益率最低的抵押贷款——尽管这些抵押贷款的剩余期限最短。1980 年出售所有分支机构时,该机构收帆缩舵以应对飓风条件,这并非因为清晰地预见了飓风,而是因为被危险信号戳中对我们普遍谨慎的天性产生了影响。1981 年飓风果然来临,其结束尚不可知。当然,谨慎换取安全是要付出代价的。如果利率急剧且或多或少永久地下降,互助储蓄贷款协会将因出售其分支机构而严重损害未来的收益。

此外,互助储蓄贷款协会剩下的可不是什么优质业务。按它的账面记录,1980 年底其股东权益为 4850 万美元,而 1981 年的经营利润仅有 350 万美元,即年化 7.2% 的不充分回报率。然而,当蓝筹印花报告其在这家平庸业务中享有的权益收益时,结果会稍好一些,因为蓝筹印花最初是以远低于互助储蓄贷款协会账面价值的大幅折扣购买其权益的。1980 年底,蓝筹印花在互助储蓄贷款协会中的权益,在蓝筹印花的合并资产负债表上扣除少数股东权益后,账面价值为 1940 万美元;这部分权益在 1981 年为蓝筹印花的合并利润贡献了 340 万美元,即年化 17.5% 的回报率,其中包括 60 万美元的摊销收益(按每年 1/40 的比率,摊销最初购买权益时相对于账面价值的折价)。

通过查看下表,可以对当前形势有更多了解:

(表格)

蓝筹印花在互助储蓄贷款协会中的平均权益账面价值

(以蓝筹印花合并资产负债表列示)

MUTUAL SAVINGS AND LOAN ASSOCIATION Our equity in Mutual Savings' operating income declined sharply in 1981 to $3,393,000 from $4,181,000 in the previous year. Earning these reduced profits was an achievement of some note, because in 1981 almost all other savings and loan associations suffered large operating losses and some failed and were absorbed by stronger companies under pressure from governmental regulatory authorities. The financial pressure has continued into 1982. The troubles are caused by a borrowed-short, lent-long position, combined with high current interest rates associated with past and anticipated inflation and removal of much former regulation limiting rate competition for savings accounts. Associations have been forced to pay interest rates to hold savings accounts which are higher than can be covered by locked-in yields from long-term, fixed-rate mortgages acquired years ago in what now seems like a different world. The sorry state of the savings and loan industry is one more example of the operation of Garrett Hardin's principle for soft sciences (like business, politics, economics and law) that bad ideas are born good. A well-intentioned idea of some kind works fine for a while, then stops working and goes into reverse, as did the basic savings and loan idea of borrowing short and lending long to an extreme degree while depending on governmental regulation to force savers to take an inadequate return in an inflationary period. If, as seems likely, Hardin's principle is part of an inevitable human legacy, tragedy can be averted, partially, only by reversing course when the danger flags start flying as the cherished ideas of the past are faithfully followed. Unfortunately, another perverse phenomenon interferes here — the tendency of the mind to reject the message from a danger signal which is inconsistent with a cherished idea. At Mutual Savings we were too blind for too long, exactly as Hardin would have predicted, but like the rest of the savings and loan industry we started coping better with reality when it stopped waving the danger flags at us and started using them to poke us in the head and stomach. The eventual result of our efforts to cope with reality has been that Mutual Savings has continued to make modest profits despite having a substantial borrowed-short, lent-long position, including a fixed-rate mortgage portfolio bearing what is probably the very lowest average interest rate among all U.S. associations (7.6% per annum at the end of 1981). The 1981 profits occurred, notwithstanding this handicap, because Mutual Savings has had: 1. so far as we know, a higher ratio of shareholders' equity to total interest-bearing liabilities than any other mature U.S. association;

  1. a higher-than-normal proportion of assets in short-term, interest-bearing cash equivalents; and
  2. a far-higher-than-normal proportion of assets in intermediate-term, tax-exempt bonds and utility preferred stocks

producing a tax-equivalent yield of about double that prevailing on the mortgage portfolio of the typical association. Mutual Savings' balance sheet at the end of 1981 is set forth in summary form in Note 1 to our accompanying financial statements. Mutual Savings' unusual asset-liability structure was caused in part by the sale in 1980 of all its branch offices, one incident of which was retention of only the lowest-yielding mortgages, albeit those with the shortest remaining terms, In selling all branch offices in 1980 the institution shortened sail to allow for hurricane conditions, not because a hurricane was clearly foreseen, but because of the effect that being poked with danger flags had on our generally cautious nature. A hurricane came in 1981, the end of which is yet to be seen. There is, of course, a price to be paid when caution purchases safety. If interest rates decline sharply and more or less permanently, Mutual Savings will have greatly penalized future earnings through sale of its branch offices. Moreover, what Mutual Savings has left is no jewel of a business. As it keeps its books it had $48.5 million in shareholders' equity at the end of 1980, on which its operating income was only $3.5 million in 1981, or at the inadequate rate of 7.2% per annum. However, as Blue Chip reports earnings from its equity in this less-than-mediocre business, the results are somewhat better because Blue Chip's equity was originally purchased at a large discount from its book value on the books of Mutual Savings. At the end of 1980 Blue Chip's equity in Mutual Savings was carried in Blue Chip's consolidated balance sheet, net of minority interest, at $19.4 million, and this equity contributed $3.4 million to Blue Chip's consolidated earnings in 1981, or at the rate of 17.5% per annum, including $.6 million of amortization into income, at the rate of 1/40th per year, of the discount from book value at which the equity originally was purchased. Some additional perspective on the current situation may be obtained by examining the following table: Blue Chip's average equity in Mutual Savings as carried in Blue Chip's consolidated balance sheet

在这一年中,蓝筹印花公司从互惠储蓄银行获得的现金分红份额为……

Blue Chip's share of the cash dividend paid by Mutual Savings during the year

蓝筹股从共同储蓄分红中获得的股权年化百分比回报

Annual percentage return on Blue Chip's equity from the Mutual Savings dividend

1975

1975

$11,975,000

$11,975,000

$1,932,000

$1,932,000

16.1%

16.1%

1976

1976

20,570,000

20,570,000

3,226,000

3,226,000

15.7

15.7

1977

1977

23,928,000

23,928,000

3,845,000

3,845,000

16.1

16.1

1978

1978

25,285,000

25,285,000

5,287,000

5,287,000

20.9

20.9

1979

1979

25,630,000

25,630,000

6,728,000

6,728,000

26.3

26.3

1980

1980

22,381,000

22,381,000

9,852,000

9,852,000

44.0

44.0

1981

1981

18,778,000

18,778,000

1,922,000

1,922,000

10.2

10.2

Calendar

year

Calendar year

1982 年可以确定,1983 年也可能,互助储蓄将通过出售和再投资抵押贷款实现可报告的、可抵税损失,这将使其资产市场价值更接近账面价值,并为会计和所得税目的确认因当前利率水平已经存在的部分实际经济恶化。此类出售和再投资几乎肯定会导致 1982 年互助储蓄向其母公司西科金融停止分红,从而至少中断一两年上表所示的重要现金流。然而,在部分有利的所得税效应抵消后,互助储蓄投资组合重组带来的收益和现金流影响,很可能大幅增加其日后(最早可能在 1984 年)能够支付的股息。所有重组决策都将着眼于长期利益,不考虑形象问题。

但无论采取何种措施,我们觉得未来经营储蓄贷款协会将是一项挑战,迄今为止我们尚未完全想出应对之策。我们确实有很多选择,包括通过收购扩张,不论是否对互助储蓄额外投资,我们正努力在渡过风暴期间保持所有选择开放。

我们没有出售互助储蓄的任何意图。我们希望它最终能找到途径赚取更高利润,至少足以支付股息,使蓝筹股权的账面价值实现令人满意的回报率。

过去几年,没有哪家储蓄贷款机构的高管过得轻松。路易斯·文森蒂,互助储蓄和西科金融的首席执行官,也不例外。我们认为他创造的业绩优于同行,既体现了非凡的才能,也体现了对储户和股东高度负责的精神。

In 1982 for sure, and perhaps in 1983, Mutual Savings will realize reportable, tax-deductible losses by making sales and reinvestments involving mortgages which will have the effects of bringing the market value of its assets closer to their book value and causing recognition for accounting and income-tax purposes of a portion of the real economic deterioration already in place, caused by interest rates at current levels. Such sales and reinvestments will almost surely cause suspension of dividends from Mutual Savings to its parent corporation, Wesco, in 1982, ending for at least a year or two the important cash flow shown in the immediately preceding table. However, the income and cash-flow effects of a portfolio restructuring at Mutual Savings, after partially offsetting favorable income-tax effects, could quite conceivably increase in a very material way the dividends Mutual Savings will be able to pay at a later time, perhaps as early as 1984. All restructuring decisions will be made with a view to long-term benefit, ignoring considerations of image. But, no matter what is done, it looks to us as if operating a savings and loan association in the future is going to present a challenge which, so far, we haven't fully figured out how to meet. We do have a lot of options, including expansion by acquisition, with or without additional investment in Mutual Savings, and we are trying to keep all options open as we ride out the storm. We do not have any intention to sell Mutual Savings. We hope that it will ultimately find a way to earn higher profits, sufficient at least to permit payment of dividends causing realization of a satisfactory rate of return on the carrying value of Blue Chip's equity. No savings and loan executive has had an easy time in the last few years. Louis Vincenti, chief executive of both Mutual Savings and Wesco, is no exception. In our view the record he has created is better than those of his peers, reflecting both unusual talent and a very high sense of stewardship for savers and shareholders.

精密钢制品仓储公司(PRECISION STEEL WAREHOUSE, INC.)

我们持股 80% 的子公司精密钢制品(Precision Steel),位于芝加哥市郊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。该公司经营一家历史悠久的钢制品服务中心,并拥有一家子公司,从事车间耗材及其他自有品牌产品的制造与分销。1981 年,精密钢制品的经营业务为我们贡献了 156 万美元的合并净利润,而 1980 年为 120.5 万美元。利润增长主要来自 1981 年前三个季度。在 1981 年第四季度和 1982 年第一季度,利润大幅下滑,反映了钢铁行业的严重衰退状况。

即使在衰退条件下,经营仍保持盈利,我们预计 1982 年全年利润不会有太大变化。

以蓝筹印花(Blue Chip Stamps)的账面价值计算,维持精密钢制品 1981 年业务规模所需的最低股东权益约为 1400 万美元,而该业务 1981 年赚取了 190 万美元,年回报率为 13.6%。

我们在收购精密钢制品时就知道,在通胀环境下,依靠运营该业务所需的无杠杆股权资本获得令人满意的回报十分困难,因此我们通过借款来支付收购价款,并在可行的情况下尽快以固定利率进行再融资,从而提供了部分杠杆。我们通常对财务杠杆持保留态度,但在本案中,我们愿意借款收购一家像精密钢制品这样——以 LIFO 计价法核算的存货占资产总额很大比重,且除非进行选择性扩张,其报告收益通常预期能转化为现金的——整洁且中等盈利的公司,作为我们业务组合的一部分。

互助储蓄(Mutual Savings)和精密钢制品均由蓝筹印花通过其持有 80% 股权的西科金融(Wesco Financial Corporation)所有。西科金融是一家上市公司,股票在美国证券交易所交易。如需更详细信息,我们鼓励蓝筹印花的股东索取西科金融 1981 年年报。

请致函:

Wesco Financial Corporation

315 East Colorado Boulevard

Pasadena, California 91109

收件人:财务主管 Jeanne Leach 夫人

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 the manufacture and distribution of tool room supplies and other products sold under its own brand names. Precision Steel's operating businesses contributed $1,560,000 to our consolidated net income in 1981 compared with $1,205,000 in 1980.The increase in earnings was more than proportionately attributable to operations in the first three quarters of 1981. In the last quarter of 1981 and the first quarter of 1982, earnings have declined substantially, reflecting severe recessionary conditions in the steel industry. Even under recessionary conditions operations remain profitable, and we anticipate no great change in earnings for the full year 1982. The minimum shareholders' equity, at Blue Chip's carrying value, required to operate Precision Steel's business at its 1981 level is about $14 million, on which the business earned $1.9 million in 1981 or at a rate of 13.6% per annum. We knew when we purchased Precision Steel that earning a return, satisfactory under inflationary conditions, on the unleveraged equity capital required to operate its business would be difficult, and we supplied some leverage by borrowing the purchase price, refinancing at a fixed rate as soon as practicable. We ordinarily have reservations concerning financial leverage but are willing, as in this case, to borrow money to purchase as part of our mix of businesses a clean and moderately profitable company like Precision Steel where inventories carried on the LIFO basis represent a substantial part of total assets and where reported earnings are expected usually to turn up in cash, absent optional expansion. 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 1981 annual report. Simply make your request to: Wesco Financial Corporation 315 East Colorado Boulevard Pasadena, California 91109 Attention: Mrs. Jeanne Leach, Treasurer

《布法罗晚报》公司

我们全资拥有的子公司《布法罗晚报》公司于 1977 年 4 月以约 3400 万美元收购。如今,它在我们的合并净资产中仅占约 2850 万美元,原因是收购后累计产生了约 550 万美元的税后经营亏损。这大致相当于累计税前经营亏损约 1100 万美元。

不过,该报纸在 1981 年的税前经营亏损低于 1980 年,已降至

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 $28.5 million of our consolidated net worth, as a result of about $5.5 million of aggregate after-tax operating losses after acquisition. This translates roughly into $11 million of aggregate operating losses before taxes. However, the operating loss, before taxes, of the News in 1981 was lower than that of 1980, having declined to

上一年是 280.5 万美元,而 1979 年是 461.7 万美元,再之前也是下降的。经营亏损之所以能稳步减少,得益于三管齐下:大幅提价、全力控制一般性成本,以及削减或消除以下三个特定类别的支出或亏损:(1)诉讼费用;(2)为让《新闻报》从设备现代化中受益,根据劳动合同条款进行的“买断”费用;(3)1980 年的罢工损失。为了降低整体经营亏损,我们付出了大量努力——虽然原本希望能进行更多“买断”——1981 年的结果反映出一定成效。我们准确预测了 1980 年和 1981 年的财务改善。对于 1982 年,我们自信地预测不会有改善。我们预计《新闻报》在 1982 年将面临极其糟糕的市场环境。

水牛城在这次经济衰退中受到的打击比美国一般城市更严重,零售商的流失率急剧且永久性地降低了对两家主要报纸所提供的广告服务的需求。1981 年,《新闻报》和它的主要竞争对手《水牛城信使快报》刊登了 400 万行广告(占它们零售广告总行数的 10%),而这些零售商到 1982 年底要么彻底停业,要么沦为昔日自我的残影。尽管《信使快报》也承受了零售收缩的一部分份额,但这并不能阻止《新闻报》面临的亏损。

尤其令人沮丧的是,尽管近期我们大幅提高了发行和广告价格,经营亏损却仍然持续。例如,《新闻报》在 1981 年将发行收入提高了 15.2%,这一数字超过了受经济衰退影响较小的许多城市,这导致工作日订户出现了虽小却令人痛苦的下降,并且在 1982 年晚些时候再次提高发行价格时,我们将被迫采取保守策略。根据《新闻报》迄今为止的经验,它不敢在提高发行价格上走得更快。而且,在零售收缩正在进行的情况下,广告价格超常上涨的前景也显得非常暗淡。几乎可以肯定,《新闻报》接下来面临的将是更大而非更小的经营亏损。

并非所有困难都纯粹来自地区趋势。自我们发布 1980 年年报以来,报纸行业的经济层面也出现了一系列不利发展,这些发展并不仅限于像水牛城这样承担了当前经济衰退更多份额的地区。某些重要的印刷广告客户,曾经被认为几乎百分之百依赖报纸,现在正在尝试其他投递方式。随着世界的变化,《华盛顿星报》——曾经是华盛顿特区这个仍然繁荣发展的都市圈中实力最强的日报——已经停刊,《费城公报》也是如此,后者曾在其城市占据看似不可撼动的统治地位。《公报》在周日版上起步太晚,从未在周日赶上对手,最终连工作日的优势也丧失殆尽,走向了消亡。《新闻报》在全国晚报中的排名一直在稳步上升,不是因为它的发行量在增长,而是因为大型晚报正在消失。

在美国许多仍然存在两家或更多都市报纸的城市里,据报道有一两家报纸正在亏损,包括但不限于《波士顿先驱美国人报》、《洛杉矶先驱考察家报》、《纽约邮报》、《纽约每日新闻》、《西雅图邮讯报》、《特伦顿时报》、《克利夫兰新闻报》、《底特律晚报》和《底特律自由报》。事实上,据我们所知,美国只有五个都会区(人口超过 25 万)拥有两家分别所有、在经济上相互竞争的日报且目前都盈利——休斯顿、达拉斯、丹佛、圣安东尼奥和芝加哥。休斯顿和达拉斯是受益于欧佩克能源卡特尔的蓬勃发展的阳光地带城市,我们怀疑丹佛、圣安东尼奥和芝加哥的弱势报纸的利润微乎其微。更不祥的是,在比水牛城更繁荣的许多拥有两份日报的城市里,即便两家报纸属于同一所有者,经营趋势也很糟糕。经营趋势在这种条件下尚且糟糕,这倾向于证实,《新闻报》及其在水牛城的主要竞争对手采取更激进的定价——这听起来可能类似于航空公司期待价格战结束时希望得到的解决方案——不太可能终结《新闻报》的经营痛苦。考虑到所有因素,水牛城的定价除了少数例外,已经相当激进了。对阅读材料和广告服务两方面的经济需求都是对价格敏感的,当我们为了覆盖报纸能源密集型和人力密集型经营成本不可避免的增长而提高价格时,需求并不一定会增加,甚至不会保持不变。各种经济力量正在发挥作用,这些力量显然超出了任何人的控制,而我们正在遭受一场广泛蔓延的不景气中至少我们应得的那份。我们不知道有什么简单的解决方法。

当然,在给股东写年度信件时,诱惑在于粉饰像水牛城这样的困难,而大篇幅评论成功。我们向向我们汇报业务的管理者推荐恰恰相反的重点,并且我们相信要言行一致。因此,年复一年,我们反复讲述并延伸《新闻报》的历史,创造了我们年度信件中最大的单个章节。今年我们打破了所有以往的记录。《新闻报》被收购时没有周日版。主要竞争对手《水牛城信使快报》在周日无竞争地出版。正如我们在 1977 年至 1980 年的年报中详细解释的那样,从长远来看,《新闻报》的生存显然要求它创办一个周日版。【这一点毫无疑问。对于美国所有其他日报来说,无论其过去如何繁荣和受欢迎,只要在一个重要城市过分长期地只依靠工作日出版,而一个重要的七天报纸竞争对手享有周日垄断,最终的结局无一例外都是真正的麻烦。事实上,到 1977 年为止,尽管许多这样的“无周日版”报纸曾经凭借其工作日发行量和广告量相对于其“有周日版”竞争对手的巨大优势而拥有悠久的盈利历史,但在重要城市里与这样的“有周日版”报纸竞争的“无周日版”报纸,仅剩三家幸存。此外,这三家幸存者在 1977 年都陷入了严重困境。而从那时起,这三个幸存者之一,《辛辛那提邮报》,在蒙受了巨额亏损之后,仅仅依靠其竞争对手的仁慈,将其吸收进一个联合经营的少数股,才得以保存下来,这是根据 1970 年《联邦报纸保护法》的要求并经美国总检察长批准的。1977 年这些“无周日版”幸存者中的第二个,《克利夫兰新闻报》,在同样蒙受巨额亏损之后,最近由其在俄亥俄州经验丰富的报业连锁拥有者(斯克里普斯-霍华德)在困境中出售给了一位富有的克利夫兰人,此人随即花费数百万美元创办了一个周日版。即使在如此认识到其困难的原因,并且将周日发行量与相当可观的平日发行量基础挂钩之后,由于在其历史上未能及时创办周日版,《克利夫兰新闻报》现在似乎几乎注定要承受持续且显然不可逆转的经营亏损。剩下的唯一一个“无周日版”幸存者是《纽约邮报》,由能干的鲁珀特·默多克控制,它每年亏损数百万美元,并已宣布必须有周日版才能生存。直到 1981 年,当《纽约邮报》的主要竞争对手,纽约市最大的报纸《纽约每日新闻》宣布它已厌倦亏损并正在寻找买家时,其生存前景看起来几乎为零。如果《纽约每日新闻》最终倒闭,《纽约邮报》很可能会生存下来,并得到它届时肯定会拥有的周日版的帮助。无论如何,无论如何,在很短的时间内,在美国重要城市与“有周日版”竞争对手竞争的“无周日版”报纸,将像渡渡鸟一样灭绝。】

在这种情况下,《新闻报》不得不在 1977 年底开始出版周日版,如果它对长远未来还有任何关心的话,它显然必须这样做。作为回应,首次面临周日和一周其他日子竞争前景的竞争对手报纸提起了反垄断诉讼。这场诉讼反过来又导致了一些中间(即临时而非最终)禁令,这些禁令除其他外,在隆冬条件下严重扰乱了正常的发行程序,并限制了《新闻报》在报纸行业司空见惯的某些商业推广做法,而竞争对手报纸类似但更激进的所谓做法却未被禁止。这些针对《新闻报》的中间禁令于 1979 年被上诉推翻。在其一致同意推翻禁令的裁决中,联邦上诉法院的推理是,总体上促进竞争的反垄断法不应被反竞争地使用,不应用于禁止在像创办周日版这样的正常竞争过程中使用的正常推广做法,例如《新闻报》使用的那些。

当然,有害的中间禁令的消除并没有自动改善《新闻报》周日版的发行量和广告行数。市场的成功必须缓慢赢得,如果最终能赢得的话,这需要为客户创造理想的价值。此外,实现成功因以下事实而变得更加困难:上诉法院无力推翻《新闻报》因中间禁令及相关媒体宣传而遭受的某些实质性损害。对一个婴儿在出生时造成的伤害会损害其后续的生命,即使过后手术室负责人认为当时应该采用不同的接生程序。

尽管出生时就受了伤,但成功还是呈现了逐步的趋势。《新闻报》的周日版因其编辑质量受到订户认可,并获得了稳定的发行量增长作为回报,考虑到其主要竞争对手在周日发行量上的巨大领先优势,这种增长是必要的。高度评价必须归于《新闻报》主编默里·莱特以及各位编辑和记者,他们一贯提供值得并已获得大水牛城社区越来越多认可的产品。1982 年 2 月,《新闻报》周日版的发行量超过 18.3 万份,高于 1981 年 2 月的约 17.8 万份,而后者又高于 1980 年 2 月的 17.3 万份。我们预计周日的增长将继续。在工作日,1981 年发行量略有下降,此前 1980 年和 1979 年均有所增长,而工作日的《新闻报》在读者和广告客户中仍然远比工作日的《信使快报》更受欢迎。在撰写本文时,我们相信,与 12 个月前的水平相比,忽略两家报纸由特殊促销活动引起的无意义的短期波动,《信使快报》的工作日和周日发行量基本保持不变,而《新闻报》的周日发行量上升了约 3%,工作日发行量下降了约 2%。《新闻报》的工作日总发行量仍然是《信使快报》的两倍多,并且在对广告客户最重要的核心区域,工作日发行量的分割情况对《新闻报》的有利程度远高于总发行量的分割情况。此外,到目前为止,《新闻报》作为一份严格意义上的下午报,在工作日基本上坚守住了自己的阵地,而没有效仿其他大多数主要两家报纸竞争城市(例如,达拉斯、休斯顿、西雅图、底特律和丹佛)的做法,在这些城市,下午报已经通过开始出版晨报版,在边远地区进行有限街头销售和上门投递,变成了“全天候”报纸。在周日,《信使快报》仍持有两家报纸合计发行量的略低于 60% 的份额。我们不清楚《新闻报》在两家报纸合计广告收入中的确切份额,但我们认为在过去两年里基本未变,约为 60%,或许略高。据推测,《信使快报》去年的亏损至少与《新闻报》一样多。

总体而言,这种局面无论对我们的员工还是股东都是不可取的。当雇主无法在不承受不可接受亏损的情况下承担额外成本时,劳资关系会受到难以预测的影响。《新闻报》约 83% 的员工是 13 个不同工会的成员,这些工会通过多年的谈判和解,帮助制定了集体谈判协议,其中一些协议包含旨在保住工作岗位、从而阻止技术变革的条款。除了一些例外情况,都是在近年,每当谈判新的集体谈判协议时,相关工会都试图从其自身角度出发改进即将到期的集体谈判协议,其净效果是:(1)由于低效运营,报纸往往被削弱;(2)福利往往出现某种“蛙跳”现象,使某个工会获得超出其应有份额的可用的总体经济利益。

到 1977 年蓝筹印花公司收购《新闻报》时,这一过程,加上《信使快报》类似的进程以及水牛城报纸业务的普遍状况,已经大大降低了两家报纸的利润。事实上,利润如此微薄,以至于除非允许更快的技术进步,并结束“蛙跳”过程,转而采用保守的、模式化的解决方案,否则两家主要报纸中的一家最终将被迫停刊,正如大西洋两岸一个又一个主要城市在类似压力下所发生的那样。认识到这些事实,《信使快报》在 1977 年之前的几年里获得了所需的工会让步,并且没有发生罢工。

对《新闻报》的劳资关系也有理由感到乐观。我们在 1977 年收购《新闻报》时相信,那种已经扼杀许多都市报纸的、毁灭企业的劳资关系模式,不太可能在《新闻报》身上重演。首先,《新闻报》有一位从基层成长起来的劳资关系高管理查德·费瑟,我们即刻欣赏并信任他,认为他公正、有建设性,并且感觉《新闻报》的工会成员也会如此看待他。其次,在完成收购之前,我们特意会晤了一些工会领导人和他们的律师,他们也同样给我们留下了良好的印象。此外,我们注意到《新闻报》员工身上高度的专业精神。生产人员和记者同样关心他们产品的质量,这让我们得出结论,他们也会同样关心这个共同企业的安全和延续。更进一步,我们察觉到《新闻报》的员工跨越技术工会界限,彼此之间存在着高度的友谊和交流。事实上,这家企业历史如此悠久,其工作岗位如此受人尊敬,以至于几十年来,各种岗位的员工都鼓励他们的亲朋好友加入《新闻报》,通常是在不同的技术工会,随着岁月的流逝,这创造了一种更像家族企业的氛围,对于不熟悉它的人来说,这似乎是不可能的。最后,我们在其他地方与各种主要工会都保持着建设性的关系,并且进入水牛城时没有任何计划寻求摧毁长期存在的福利,尽管我们确实希望通过谈判达成的自愿“买断”来大幅削减某些未来的成本。所有这些因素,加上《新闻报》长期以来劳资和平的历史,促使我们愿意收购《新闻报》,尽管至少有其他两个潜在买家,或许更担心拥有异常众多独立工会的风险,拒绝为该报支付要价。

直到 1980 年,长期无罢工的历史基本如我们所预期的那样延续,尽管经济力量和麻烦常常导致《新闻报》出现经营亏损,并使工会成员和其他员工的工资增长令人失望。

$1,091,000 from $2,805,000 in the previous year, which in turn had declined from $4,617,000 in 1979. The steady reduction in operating loss has been made possible by a combination of aggressive price increases, intense efforts at general cost containment, and reduction or elimination of expenses or losses in three specific categories: (1) litigation expense, (2) expense of "buy-outs" from labor contract provisions made in order to allow the News to benefit from equipment modernization, and (3) the strike losses of 1980. A lot of effort has gone into reducing the overall operating loss — except that more "buy-outs" would have been preferred — and the 1981 results reflect some success. We predicted accurately the financial improvement in 1980 and 1981. For 1982 we confidently predict a lack of improvement. We anticipate terrible market conditions for the News in 1982. Buffalo has been hit harder than the average U.S. city by the current recession, and the attrition rate among retailers is sharply and permanently reducing the demand for the advertising service provided by the two main newspapers. In 1981 the News and the Buffalo Courier-Express, the News' main competitor, ran 4,000,000 lines of advertising (10% of their aggregate retail advertising linage) from retailers which by the end of 1982 either will not be in business at all or will be in business as mere remnants of their former selves. Although the Courier-Express is bearing a share of the retailing contraction, that will not stem the losses faced by the News. It is particularly discouraging that continuing operating losses occur despite aggressive circulation and advertising price increases in the recent past. The News, for instance, increased circulation revenues by 15.2% in 1981, a figure exceeding that achieved in many cities less affected by the recession, helping cause a small but painful reduction in weekday subscribers, and will be forced to be conservative when it again increases circulation prices later in 1982. Based on the News' experience to date, it does not dare go faster in raising circulation prices. And, with a retailing contraction now in progress, the outlook for any above-normal increases in advertising prices also appears very dim. Greater, not smaller, operating losses for the News almost surely lie immediately ahead. Not all of the difficulties come from purely regional trends. Since publication of our 1980 annual report there have also been a number of adverse developments in newspaper economics not limited to areas like Buffalo which are bearing more than their share of the current recession. Certain important print advertisers, once thought certain to rely almost 100% on newspapers, are experimenting with alternate forms of delivery. As the world has changed, the Washington Star, once by far the strongest daily newspaper in what remains a prosperous and growing Washington, D.C. metropolitan area, has ceased publication, as has the Philadelphia Bulletin, which once occupied a position of seemingly impregnable dominance in its city. The Bulletin was late in starting a Sunday edition, never caught up on Sunday, and eventually lost its weekday advantage as well, cascading to extinction. The ranking of the News among the nation's evening newspapers has been moving steadily upward, not because its circulation is growing but because large evening newspapers are disappearing. In many of America's remaining two-or-more-metropolitan-newspaper cities, one or two of the newspapers have been reported to be losing money, including but by no means limited to the Boston Herald American, the Los Angeles Herald Examiner, the New York Post, the New York Daily News, the Seattle Post Intelligencer, the Trenton Times, the Cleveland Press, the Detroit Evening News and the Detroit Free Press. In fact, we know of only five metropolitan areas (above 250,000) in the U.S. where two separately owned and economically competing daily newspapers are both now profitable — Houston, Dallas, Denver, San Antonio and Chicago. Houston and Dallas are booming sunbelt cities aided by the OPEC energy cartel, and we suspect that profits in the weaker papers in Denver, San Antonio and Chicago are marginal. Even more ominous, operating trends have been poor in a number of two-daily newspaper cities, more prosperous than Buffalo, where both newspapers have the same owner. That operating trends can be poor even under such conditions tends to confirm that more aggressive pricing by the News and its main competitor in Buffalo — which might appear akin to the solution hoped for by airlines when they anticipate the end of price wars — is not likely to cause termination of the operating miseries of the News. Pricing in Buffalo, with some limited exceptions, is already quite aggressive, all factors considered. The economic demand for both reading material and advertising service is price-sensitive, and does not necessarily increase, or even remain static, when prices are increased only as much as necessary to cover inexorable increases in the energy-intensive and people-intensive operating costs of our newspaper. Economic forces are at work which are plainly beyond anyone s control, and we are catching at least our share of a widespread malaise. We know of no easy solution. It is, of course, a temptation when writing an annual letter to shareholders to gloss over difficulties, like those in Buffalo, and comment extensively concerning 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 we surpass all previous records. 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 1980 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 spent millions of dollars inaugurating a Sunday edition. Even after so recognizing the cause of its difficulties, and despite tying Sunday circulation to a very substantial daily circulation base, the Cleveland Press now appears almost surely doomed to continuing and apparently irreversible operating losses by its reluctance or inability to create a Sunday edition at a timely point in its history. The only other remaining "no-Sunday" survivor is the New York Post, controlled by the able Rupert Murdoch, which has been losing many millions of dollars per year and which has announced it must have a Sunday edition to survive. Prospects for its survival looked virtually nil until 1981 when the New York Post's principal competitor, the New York Daily News, by far the biggest newspaper in New York City, announced it was tired of losing money and was looking for a buyer. If the New York Daily News eventually closes, the New York Post may well survive, aided by the Sunday edition it would then surely have. In any event, one way or another, within a very few years the "noSunday" 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 promotional 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 suffered by the News as a result of the interlocutory injunctions and accompanying publicity. Damage inflicted 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 toward 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 was over 183,000 copies in February 1982, up from approximately 178,000 copies in February 1981 which, in turn, was up from 173,000 copies in February 1980. We expect Sunday gains to continue. Weekday circulation decreased slightly in 1981, after increases in both 1980 and 1979, and the weekday News continues to be greatly preferred to the weekday Courier-Express by both readers and advertisers. As this is written we believe that, measured against levels twelve months earlier and ignoring at both papers meaningless temporary fluctuations caused by special promotion, circulation at the Courier-Express is essentially unchanged on both weekdays and Sundays whereas at the News Sunday circulation is up about 3% and weekday circulation is down about 2%. The News' total weekday circulation is still more than twice that of the CourierExpress, and the weekday circulation split in the close-in areas most important to advertisers remains considerably more favorable to the News than the split in total circulation. Moreover, to this point the News has pretty well held its own on weekdays as a strictly afternoon newspaper without following the practice in most other major two-competing-newspaper cities (e.g., in Dallas, Houston, Seattle, Detroit and Denver) where the afternoon newspaper has gone "all-day" by commencing publication of a morning edition for limited distribution by street sales and home delivery in outlying areas. On Sundays, the Courier-Express continues to have a little less than 60% of the two newspapers' combined circulation. We do not know precisely the News' share of the combined advertising revenues of the two newspapers, but we believe it was essentially unchanged during the last two years at about 60%, or perhaps a bit higher. Presumably the CourierExpress lost at least as much money as the News last year. Overall, this situation is not desirable for our employees or shareholders. And labor relations are affected in a none-toopredictable 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 negotiated 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 refused to pay the asking price for the paper. 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.

然而,《布法罗新闻》面对 13 个不同的工会以及来自竞争和通胀的严重外部压力,劳资双方要和平共处,就需要 14 个群体(《新闻》的管理层加上全部 13 个工会),无一例外地深刻理解共同面临的危险,并且,即便在按通胀调整后的经济条件上有所退步,也必须始终明智行事、相互体谅。即便在《新闻》拥有这种对劳资和平极为有利的罕见条件下,要指望所有人都具备如此一致的智慧和克制,也实在是要求过高了,原因有三:(1)人性的局限,包括管理层这一方的人性局限;(2)每个工会都带着过去那个时代的传统,即其主要精力应当放在大力维护和增进本工会成员的利益上;(3)技术变革的到来速度并不平稳,其对各个工会的影响也并非均等。

这种长期的劳资和平在 1980 年 12 月被打破,当时一个小的工会群体发动罢工,试图在集体谈判协议中加入新的人员配置要求,以及即使工作未完成也要支付报酬的新条款。其他大多数工会的成员,认识到这个罢工群体的要求具有打破先例的性质,没有理会纠察线,照常上班,但最终,《新闻》的大多数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》持续生存可能性的有害影响,怎么强调都不过分。一家都市大报因罢工而停刊,而同类竞争对手却继续出版,它失去的不仅仅是在罢工期间的大量金钱,然后复工后大体回到与罢工前相同的年度利润(或亏损)水平。相反,由于竞争对手在罢工期间迅速扩大发行量,停刊的报纸通常会遭受竞争地位的重大损失,以至于很快就会达到一个点,即重新开业根本不划算。例如,在蒙特利尔,一家长期占据压倒性主导地位的英语报纸,在经历了一次长达数月、其主要竞争对手在此期间持续出版的罢工后,徒劳而愚蠢地试图复刊,最终在倒闭前损失了数千万美元。

现实就是如此残酷。因此,当《新闻》在 1980 年发生罢工时,除了准备理性地面对因罢工而导致的任何程度的地位受损之外,它别无切实可行的选择。很明显,如果罢工旷日持久,明智的决定就是不复刊。《新闻》也不愿意在与罢工工会群体的分歧中,以对其他相关工会不公平的方式达成和解,尤其是在面临共同的外部危险、且各工会合同是依次谈判的情况下。如果解决方案对早先已达成和解的工会不公平,那将导致灾难性的“蛙跳”式要求重新抬头,最终损害《新闻》及其所有员工的利益,包括那些试图跳得最早的人。

幸运的是,结果证明,《新闻》内部积累的善意和理性足够多,使罢工在两天内结束,并且在《新闻》看来,并没有对较早达成和解的工会造成不公平。然而,这次罢工使《新闻》在 1980 年的税前亏损增加了数十万美元,也导致了竞争地位的轻微下降。当然,这两种经济结果都削弱了《新闻》未来补偿员工的能力,以及它开始为股东创造经济价值的前景。

1981 年,《新闻》没有再发生重大的劳资危机,尽管大家是在分担困难,而不是共享进步。除极少数例外情况外,《新闻》近年来的经济困境,是在员工总体抱持理解态度的背景下发生的,而不是因为缺乏这种理解。《新闻》最终能否生存下去,不仅取决于其竞争地位,还取决于管理层和所有工会能否在不断变化的困难条件下,改变在另一个时代形成的习惯,一次又一次地公平而明智地彼此相待。

前《信使快报》所有者在 1977 年《新闻》开始出版星期日版时提起的诉讼,目前仍未结案。但在 1981 年,随着《信使快报》被《明尼阿波利斯明星论坛报》公司收购(该公司历史上更倾向于运用商业和新闻技能,而非法庭争斗),这起诉讼便处于休眠状态。另一方面,或许正是由于这种偏好,现在的《信使快报》比在前所有者旗下时成了一家更有竞争力的对手。

然而,改进后的《信使快报》并没有在与同样在改进的《新闻》的竞争中取得进展。尽管我们预计 1982 年的业绩将不尽如人意,但我们预计在更远的未来会有更好的经营成果。因为我们拥有的是一家我们认为堪称社会最佳服务机构之一、并且远胜于布法罗两大主要报纸中另一家的报纸,所以我们仍然希望并预期《新闻》最终能够获得与其对布法罗的价值相称、也与我们投资水平相匹配的年度利润。对于两家相互竞争的日报中较强的那一家来说,这通常是最终的结果。尽管影响都市报纸的一些新经济变量已经出现,但我们相信《新闻》也很可能出现这样的结果。

但这并不是说,考虑到我们最初收购《新闻》的决定所产生的全部影响,我们最终会真正获得满意的回报。股东们可以轻易算出,《新闻》报告的那些亏损,只是我们这一决定所造成的经济损失的一小部分。虽然惯例不要求向股东报告“机会成本”损失,但我们认为,这些损失与常规报告的损失同等重要,应当同样直面对待。如果我们在 1977 年没有收购《新闻》,而是将未花费的收购价款用于投资,获得与我们其余股东权益的平均盈利能力相当的回报,那么我们现在将拥有约 7000 万美元的其他资产,每年盈利超过 1000 万美元,而不是现在的布法罗《新闻晚报》及其当前的红字亏损。无论布法罗未来发生什么,我们几乎 100% 可以肯定,我们的经济处境将低于我们没有进行那笔收购时所处的位置。在目前这样一个时期,资金在被动的税前资本回报率很高,而任何长期持续的回报不足或负回报,在考虑了替代资本用途的可能回报后,几乎不可能通过后来的成功来弥补。当其他资本都在全力冲刺时,在起跑线上停留太久,你就永远无法追赶上大部队了。

当然,我们现在无法重历过去,只能为当前局面采取正确的商业策略。这个策略很明确,那就是让《新闻》继续在其城市、员工、读者和广告客户面前,每周七天,做到最好——除非并且直到我们的主要竞争对手的相对实力、我们自身无法承受的亏损以及劳资纠纷的弱点这三者的某种组合,使得长期前景看起来毫无希望。目前不存在这种情况,我们认为未来出现这种情况的可能性也极低。如果真的发生了,我们会直面它。但我们会首先尽一切努力确保它永远不会发生,因为我们坚信《新闻》既拥有优质的产品,也拥有公众的认可,这应当使其努力取得成功。

《新闻》仍然是一项可以出售的资产,即使它目前面临困难,只要其发行量份额和广告份额保持稳定甚至略有增长,我们就可以很容易地通过出售《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动心,这表明我们坚信布法罗作为一座城市,未来会相当繁荣,而《新闻》的优秀员工们,通过持续为客户提供优质服务,最终将成功地使它成为一项对所有者、对员工都稳健的业务。我们仍然计划与《新闻》共存亡,要么它倒闭,要么(可能性大得多)它成为一个稳定的盈利者和雇主。

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形势的本质,保持谨慎是恰当的。因此,我们重复前几年对股东发出的警告,提醒注意我们现在认为不太可能发生的意外事件:“如果诉讼继续,并且如果竞争报纸成功以某种方式改变了联邦上诉法院所阐明的法律,并获得了它寻求的那种禁令,或者如果任何一次旷日持久的罢工迫使《布法罗新闻晚报》停刊,那么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。”

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 in 1980, 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 in 1980 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. In 1981 there was no major labor crisis at the News although hardships were being shared instead of advances. With a very few exceptions the News' economic difficulties in recent years have come in spite of an overall attitude of understanding in its employees and not on account of a lack of such understanding. The ultimate survival of the News continues to depend not only on its competitive position but also on repetitive success on the part of management and all unions in dealing fairly and wisely with one another, under very difficult conditions, changing habits formed in a different era. The litigation against the News, filed by former owners of the Courier-Express in 1977 when the News commenced publishing on Sundays, remains pending. However, the litigation has been dormant in 1981, 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 than it was under its former owners. However, the improved Courier-Express is not making headway against the News, which is also improving. And even though we anticipate an unsatisfactory 1982 year, we anticipate better operating results in the more remote future. 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. This generally has been the outcome for the better of two competing seven-day newspapers and despite some new economic variables affecting metropolitan newspapers, we believe that such outcome is likely for the News. This is not to say that we will ever really get well, considering all effects of our initial decision to buy the News. Shareholders can easily calculate that the reported losses of the News are a small part of the economic detriment our decision created. While convention doesn't require reporting of "opportunity cost" losses to shareholders, we believe they are just as important as conventional reported losses and should be faced just as squarely. If we hadn't purchased the News in 1977 but had simply earned returns on the unspent purchase price comparable with the average earning power of the rest of our shareholders' equity, we would now have about $70 million in value of other assets, earning over $10 million per year, in place of the Buffalo Evening News and its current red ink. No matter what happens in the future in Buffalo we are about 100% sure to have an economic place lower than we would have occupied if we had not made our purchase. In a period like the present one, where passive returns on capital before inflation are high, an inadequate or negative return persisting for any extended period is almost impossible to make up through later success, after allowing for probable returns from alternative capital uses. When other capital is sprinting, remaining in the starting blocks for a long time prevents one from ever catching the field. Of course, we can't now relive the past but must simply adopt the correct business strategy for the present situation. That strategy is clearly for the News to keep doing the very best job it can for its city, its employees, its readers and its advertisers, seven days a week, unless and until some combination of our principal competitor's relative strength, our intolerable losses, and our labor-trouble weakness makes the long-term future look hopeless. There is no such situation now and we think it extremely improbable that such a situation will occur in the future. If it ever does, we will face it. But we will first exert every effort to make certain it never occurs, believing as we do that the News has both the product and the acceptance that should make its efforts successful. 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 Buffalo will have a reasonably felicitous future as a city and that the fine people who work at the News will ultimately succeed in making it a sound business for its owners and employees, through continued provision of sound service to its customers. We still plan to stay with the News until it either expires, or, far more likely, becomes a solid earner and employer. Despite our confidence in the probable long-term success of the News, caution is appropriate based on the record to date and the nature of the situation. We therefore repeat to 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 liquidat, at after tax cost which could exceed $10 million."

促销服务业务及其他经营性收入来源

我们去年合并净经营性收入的最后组成部分来自两项: (1) 促销服务(主要是交易印花和激励机制)业务的经营利润,扣除利息及其他母公司一般管理费用后;再加上 (2)我们在西科金融公司(Wesco)持有、且不属于其子公司储蓄贷款和钢铁服务活动的证券及房地产业务中所占的经营利润份额,扣除利息及西科公司其他一般公司费用后。促销服务业务去年的利润(扣除母公司利息、其他一般费用及所得税后)大幅下滑,从 429.3 万美元降至 365.9 万美元——若(恰当地)将其因已发行但尚未赎回的交易印花所产生的“浮存金”进行投资所获得的全部收入(股息和利息,加上因股息带来的所得税利益)计入其中,则从 429.3 万美元降至 365.9 万美元。我们的股东不应因税后利润下降而气馁,这主要是因为我们在 1980 年对未赎回交易印花的赎回负债估算作出了有利的修正,而 1981 年则没有此类修正。这些修正就其性质而言不会频繁出现,它使 1980 年的税后利润增加了 174.7 万美元;因此,若没有此类修正,去年的税后利润原本是会改善的。虽然交易印花服务收入在 1981 年仅为小幅下降至 1561.9 万美元(相比之下……)

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 nterest 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 decreased profit, after parent company interest and other general expense and income taxes, last year, down to $3,659,000 from $4,293,000 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 discouraged by the decrease in after-tax profit, which was attributable to the fact b 8U that favorable revisions in our estimates of our liability to redeem outstanding trading stamps were made in but not in 1981. The revisions, which by their nature will not frequently recur, increased 1980 after-tax profit by $1,747,000, and, therefore, in the absence of such revisions after-tax profit would have improved last year. Although trading stamp service revenues decreased by only a minor amount to $15,619,000 in 1981 compared with

1980 年我们的收入是 1667.2 万美元,预计 1982 年会大幅下滑。在这份报告发布时,我们了解到斯泰特兄弟超市连锁——该连锁在 1981 年占我们印花票收入的 51%,且近期一直在挂牌出售——将公开宣布于 1982 年 4 月 1 日停止发放印花票。失去斯泰特兄弟这个大客户将给我们带来严峻挑战:我们不仅要继续努力扩大客户基础(例如在零售汽油行业,我们最近取得了相当大的成功),还要努力签约一家竞争性的超市连锁来取代失去的杂货业务,而过去由于我们对斯泰特兄弟的承诺,这一点一直无法做到。我们和以往一样确信,对于超市、加油站、保龄球馆等场所来说,印花票是一种有效的售点促销手段。我们打算继续留在印花票业务中。

在我们的印花票业务中,“浮存金”——来自过去发行量远高于当前水平时期的印花票发行——与当前发行量相比规模很大。(印花票收入在 1970 财年达到 1.2418 亿美元的峰值,而我们 1981 年的 1561.9 万美元收入,较峰值下降了 87%。)最终,除非印花票发行量回升,否则投资“浮存金”获得的收益将大幅减少。不过,近年来“浮存金”的下降速度极为缓慢,1981 年底我们用于印花票赎回的预留负债为 6426.2 万美元。

正如以往年报(特别是 1976 财年年报)中详细讨论的那样(我们敦促股东重新阅读),对印花票赎回负债(涉及估计最终将赎回的印花票数量以及每张印花票的成本)进行会计处理,在任何情况下都是一个困难的过程,在通胀经济环境以及印花票发行量大幅下降的情况下尤其如此。我们根据情况变化定期修订对未来赎回负债的估计。1980 年,我们进行了修订,如上所述增加了经营利润,详情请见随附财务报表附注 2。

动机业务收入从 277.1 万美元降至 144.6 万美元,但预计 1982 年会上升。

最后一项内容增加了我们的合并净经营利润。1981 年,我们从西科金融在储蓄与贷款和钢铁服务业务之外持有的证券和房地产中获得的经营利润份额,在扣除利息及其他西科金融的一般公司费用后,为 166.5 万美元,而前一年为 69.5 万美元。

$16,672,000 in 1980, they are expected to drop materially in 1982. By the time this report is distributed, we understand that the Stater Bros. supermarket chain, which accounted for 51% of our trading stamp revenues in 1981 and which has recently been for sale, will have publicly announced that it will discontinue giving trading stamps on April 1, 1982. Loss of the Stater Bros. account will present us with a serious challenge: We must not only continue our efforts in adding to our customer base (for example, in the retail gasoline trade, where we have recently had considerable success) but also try to replace the lost grocery business by signing up a competing grocery chain, which we have been unable to do in the past because of our commitment to Stater Bros. We are as convinced as ever that trading stamps are an effective point-ofpurchase sales promotion device for supermarkets, service stations, bowling alleys and the like. We intend to remain in the trading stamp business. 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 1981 revenues of $15,619,000 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 reserved liability for trading stamp redemption was $64,262,000 at yearend 1981. 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. Motivation business revenues decreased to $1,446,000 from $2,771,000, but are expected to rise in 1982. 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 $1,665,000 in 1981, compared with $695,000 in the previous year.

出售公司证券、抵押贷款及重要固定资产的净收益

在我们分布于五家运营业务公司的总资产中,持有的公司证券比例远高于 1981 年底同等规模的合并企业通常的水平——我们的合并营收为 2.46 亿美元,合并净资产为 1.69 亿美元(详见随附合并财务报表附注 3)。

这些公司证券中的大部分之所以存在,是因为它们所属业务的特殊性质。例如,交易印花业务持有流动资产,用于最终的印花赎回;而储蓄贷款业务持有流动资产,用于应对储户账户的提款需求。其余证券的持有则是临时性的,主要在西科金融公司,等待出售后获取资金,以用于收购更多业务。

只有互助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,我们多数持仓是普通股。我们报告的运营利润仅包含持有股票的税后股息。同时,由于我们持有普通股的这些公司也有盈余,并将未作为股息分配的部分进行再投资——这一过程最终会提升我们手中股票的市场价值——我们还偶尔会从出售部分持仓中实现净资本利得。

此外,我们旗下的各家企业为了适应变化的环境,还会不时出售重要的建筑物、机器或其他固定资产。1980 年,互助储蓄公司出售分支机构设施就属于此类情形。1981 年则没有发生重大的固定资产出售。

1980 年,我们在互助储蓄公司出售分支机构设施的收益中所占份额为 233.2 万美元,我们在出售公司证券所获净收益中的总份额为 149.3 万美元。1980 年,我们从所有类型的特殊收益中获得的合计份额为 382.5 万美元,而 1981 年这一数字为 673.1 万美元,全部来自证券出售。

NET GAINS ON SALES OF CORPORATE SECURITIES, MORTGAGES AND IMPORTANT FIXED ASSETS 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 1981, as we report consolidated revenues of $246 million and consolidated net worth of $169 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. No significant sale of fixed assets occurred in 1981. 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 all types of special gains combined was $3,825,000 in 1980, compared with $6,731,000 in 1981, all from the sale of securities.

平克顿公司(PINKERTON'S, INC.)

1981 年底,我们持有平克顿公司的无投票权股票,占其股权的 37%。平克顿是美国领先的安保与调查服务公司。

我们持有这些无投票权权益,说明在综合考虑所有因素后,我们往往宁愿购买那些我们无法或不愿行使投票权的股票,也不愿追求绝对控制权。我们认为,当企业经理人的资本配置工具箱里包含了那些不会增加其可发号施令人数的业务权益购买时,资本使用决策的合理性会得到提升。然而,我们普遍观察到,企业经理人对被动投资兴趣不高,即使被动投资的市盈率和市净率远比控股投资更有利可图。人们通常用以下两点来为偏爱控股投资辩护:(1)预期通过更换管理层能带来改善,前提是企业投资者对其自身管理层的业务能力评价远高于被投资企业的管理层;(2)对被投资企业管理层在独立行事时能否做出最有利于终极股东利益的决策评价很低。我们的看法不同。虽然我们预计自己的活动重心始终会放在运营业务上,但我们对被动投资也有着不同寻常的兴趣,原因如下:

  1. 我们知道自己的业务能力往往远逊于他人。我们可以用对比数据以及经过审计的、记录了重大错误的业绩记录来证明这一点;
  2. 我们相信,即便股东没有实际权力去控制或更换管理层,许多企业管理者也是值得信赖、能够为股东利益服务的;
  3. 我们认为,因缺乏控制权而以非溢价价格买入的优势,往往足以抵消因缺乏控制权而可能带来的任何劣势;
  4. 我们的合并企业包含了那些因其业务性质而必须持有大量被动投资标的的运营公司。

我们希望,正因为我们愿意以异乎寻常的态度持有企业的“无投票权合伙权益”,并吸引来其他类似提供我们平克顿持股那样的机会,我们能因此更加为人所知。而且,基于我们以无投票权股东身份对平克顿长达五年的观察,我们确信,即便我们购买了平克顿的投票控制权,其管理也不会变得更好,也不会更加符合股东利益。

我们对平克顿的总投资成本为 2336.4 万美元,其中大部分构成有价证券的部分,其成本远低于当前市值。请参见所附财务报表附注 3。我们报告的利润中仅包含了从平克顿收到的股息。这些股息近年来稳定增长,构成了上述“促销服务业务及其他经营收益来源”标题下报告收益的一部分。其中,平克顿股息贡献的部分,1981 年为 173 万美元,1980 年为 142.9 万美元。

PINKERTON'S, INC. At yearend 1981 we owned non-voting stock representing 37% 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 $1,730,000 in 1981 and $1,429,000 in 1980.

合并资产负债表及其他数据

我们的合并资产负债表保持了与公司实力相称的稳健性——毕竟,合并净资产支撑着对他人作出的巨额未偿付承诺。如随附财务报表附注 3 所述,截至 1981 年 12 月 26 日,我们可交易证券的总市值高于总成本。此外,西科金融公司拥有的一栋办公楼及相关房地产的市值也远超账面价值。在总债务与总净资产及总流动资产的对比之下,我们仍处于审慎的位置。保持因稳健的资产负债表状况而获得的无可挑剔的银行信用,对我们至关重要。这一点,再加上我们习惯在具体需要之前就进行一定量的长期借款,使我们既能应对风险、也能捕捉机遇,拥有最大的财务灵活性。

题为“主营业务活动”“选定的财务数据”以及“管理层讨论与分析”的章节从第 13 页开始。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 26, 1981. In addition, an office building and related real estate owned by Wesco Financial Corporation has a market value substantially in excess of carrying value. 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.

回顾过去,展望未来

A LOOK BACK AND A LOOK AHEAD

70 年代初,我们只有一家印刷行业的企业,其规模注定会从原有水平大幅萎缩。同时,我们还有一个抵销印花赎回负债的证券投资组合,这些证券由前任管理层选定,若持有至今,结果将不堪设想。(例如,该组合中包含了大量超长期、低票息的市政债券,而发行这些债券的机构的信用评级正在不断下降。)到了 80 年代初,我们的业务从一家变成了五家。按收购顺序排列分别是:(1) 印花及其他促销服务业务,(2) 喜诗糖果公司,(3) 共同储蓄公司,(4) 《布法罗晚报》,以及 (5) 精密钢铁公司。

仔细观察可以发现,这五家子公司之间拥有更多的共同点:

  1. 它们都是高水准的企业,在很大程度上闪耀着本杰明·富兰克林(Benjamin Franklin)的商业智慧光芒,由一群高素质的人经营管理,并且都秉承着强调可靠、高效服务的悠久传统;
  2. 当企业正常运转时,每家通常都能产生大量现金,这些现金不会被强制重新投入该企业自身,因此可用于收购新业务或偿还债务。

随着通货膨胀的持续,第二个共同特征正变得日益重要。许多企业在通胀率低时曾是良好的投资标的,但在通胀条件下,即使业务量保持不变,它们也几乎无法产生现金流。任何此类企业,即使表面上报告着令人满意的利润,也始终处于现金饥渴状态,除非有某些特殊因素,否则不会成为我们新收购子公司的候选对象。

1972 年 3 月 4 日,我们的资产负债表净资产约为 4600 万美元。到 1981 年底,资产负债表净资产已增至约 1.69 亿美元,十年间增长了 267%,这期间我们还支付了定期股息。1972 年 3 月 4 日,我们持有的证券总市值比账面成本低约 300 万美元。到 1981 年底,这一市值比账面成本高出约 2670 万美元。在截至 1981 年 12 月 26 日的十年间,我们股东投资的平均年化总回报率约为每年 15%(未计入我们持有上市证券权益从账面浮亏转为浮盈的有利变动)。考虑到我们起始的印花业务面临的逆风,在温和通胀的环境下,这个回报率是可以接受的。

1981 财年,我们股东年初投资的总回报率约为 19%。这个回报率每年都会波动,取决于多种因素,包括已实现资本利得的金额变化。尽管单一年份的回报率数字意义不大,但多年期的平均数字以及该平均数字的趋势却至关重要。

我们希望在接下来的十年里,股东投资的平均年化总回报率能比刚刚过去的十年更高。目前,由于我们在《布法罗晚报》上投入了大量资金,它产生的是亏损而非利润,这拖累了我们的总回报率。我们正努力纠正这一状况。此外,我们期望能不时地收购一些新业务,这些业务最终产生的回报将高于我们为了筹集收购资金而出售的资产。未来要取得更好的业绩远非板上钉钉之事,但如果我们未来的失误、逆风和挫折不比过去那些已经够多的麻烦更糟糕,那么这一目标还是很有可能实现的。

然而,即使我们成功地提高了股东投资的平均年化总回报率,如果通胀率以当前速度持续下去,我们公司的整体表现对作为投资者的股东来说,可能也意义不大。正如我们年复一年指出的:“当通胀率为 16% 时,16% 的净资产收益率显然无法为股东带来实质性的实际回报;即使通胀率是 11%,在考虑到拥有股东的资本利得税义务后——他们只是在购买力跑步机上勉强维持原位,却要申报应税的‘利润’——结果也是一样的。”

通胀是一种非常有效的对以普通股形式持有的资本征收的间接税。我们不知道,对于希望保护股东利益的企业管理者而言,普遍存在哪种足够的应对措施来对抗这种间接税。但即便如此,我们认为,养成一种始终以实际(而非名义)价值来思考股东利益的习惯,而不是仅仅为了管理资产规模的增长而不顾对股东产生的实际影响,是非常有用的,并且完全有理由要求企业管理层做到这一点。我们有意识地努力养成并强化这个习惯,但可能会有偶尔的不经意疏忽。

例如,由通胀导致的低股价,加上我们对股东实际利益的关注,使得我们对大多数发行新普通股的提议更加抵触。我们已经很久很久没有因为任何理由发行过一股新股了。除了极少数例外情况,美国企业现在发行新股时,所能得到的内在价值往往低于它们所付出的。我们的公司也不例外。而且,非常清楚的是,一家公司无法通过发行新股稀释每股股票所代表的内在价值来增进其股东的长期利益。我们不愿接受任何此类稀释,这正是我们股本长期保持不变的原因。

我们相信,我们的以下特质: (1) 高度重视企业的现金生成能力,(2) 不愿意发行新股,以及 (3) 强大的资产负债表状况,在未来几年中,很可能会越来越被选股投资者视为重要特质。

您诚挚的,

查尔斯·T·芒格,董事会主席

唐纳德·A·霍佩尔,总裁

1982 年 3 月 18 日

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 suffused to a considerable extent with the business ideas of Benjamin Franklin, 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 gets more important every year as inflation continues. 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 March 4, 1972 was about $46 million. By the end of 1981 our balance sheet net worth had increased to approximately $169 million, up 267% in ten years, after payment of regular dividends. At March 4, 1972 our equity in aggregate securities was worth about $3 million less than balance sheet cost. At the end of 1981 this equity was worth about $26.7 million more than balance sheet cost. Our average annual total percentage return earned on shareholders' investment over the ten years ending December 26, 1981 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 1981, the year just ended, our total percentage return on the beginning investment of our shareholders was approximately 19%. 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. We hope to earn a higher average (though sharply fluctuating) annual total percentage return on shareholders' investment in the next ten years than we have in the ten years just 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 eventually will produce higher returns than the assets disposed of to fund their purchase. A better experience in the future is far from a sure thing, but it may well be achieved if future errors, headwinds, and reverses are no worse than the ample number characterizing our past. However, even if we succeed in increasing our average annual total percentage return on shareholders' investment, our performance as a company may not do very much for our shareholders as investors if inflation continues at the present rate. As we point out year after 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. Hoeppel, President March 18, 1982