位置:博客 > Barrons > 一个实业家的诞生——读巴菲特的信(11)




If our success were to depend upon insights we developed through plant inspections, Berkshire would be in big trouble.  Rather, in considering an acquisition, we attempt to evaluate the economic characteristics of the business - its competitive strengths and weaknesses - and the quality of the people we will be joining.



Our acquisition decisions will be aimed at maximizing real economic benefits, not at maximizing either managerial domain or reported numbers for accounting purposes. (In the long run, managements stressing accounting appearance over economic substance usually achieve little of either.)


Regardless of the impact upon immediately reportable earnings, we would rather buy 10% of Wonderful Business T at X per share than 100% of T at 2X per share.  Most corporate managers prefer just the reverse, and have no shortage of stated rationales for their behavior.


However, we suspect three motivations - usually unspoken - to be, singly or in combination,  the important ones in most high-premium takeovers:


(1)Leaders, business or otherwise, seldom are deficient in animal spirits and often relish increased activity and challenge.  At Berkshire, the corporate pulse never beats faster than when an acquisition is in prospect.


(2)Most organizations, business or otherwise, measure themselves, are measured by others, and compensate their managers far more by the yardstick of size than by any other yardstick. (Ask a Fortune 500 manager where his corporation stands on that famous list and, invariably, the number responded will be from the list ranked by size of sales; he may well not even know where his          corporation places on the list Fortune just as faithfully compiles ranking the same 500 corporations by profitability.)


(3)Many managements apparently were over exposed in impressionable childhood years to the story in which the imprisoned handsome prince is released from a toad’s body by a kiss from a beautiful princess. Consequently, they are certain their managerial kiss will do wonders for the profitability of Company T(arget).


Such optimism is essential.  Absent that rosy view, why else should the shareholders of Company A(cquisitor) want to own an interest in T at the 2X takeover cost rather than at the X market price they would pay if they made direct purchases on their own?


In other words, investors can always buy toads at the going price for toads.  If investors instead bankroll princesses who wish to pay double for the right to kiss the toad, those kisses had better pack some real dynamite.  We’ve observed many kisses but very few miracles.  Nevertheless, many managerial princesses remain serenely confident about the future potency of their kisses - even after their corporate backyards are knee-deep in unresponsive toads.


In fairness, we should acknowledge that some acquisition records have been dazzling.  Two major categories stand out.


The first involves companies that, through design or accident, have purchased only businesses that are particularly well adapted to an inflationary environment.  Such favored business must have two characteristics: (1) an ability to increase prices rather easily(even when product demand is flat and capacity is not fully utilized) without fear of significant loss of either market share or unit volume, and (2) an ability to accommodate large dollar volume increases in business (often produced more by inflation than by real growth) with only minor additional investment of capital.  Managers of ordinary ability, focusing solely on acquisition possibilities meeting these tests, have achieved excellent results in recent decades.  However, very few enterprises possess both characteristics, and competition to buy those that do has now become fierce to the point of being self-defeating.


The second category involves the managerial superstars - men who can recognize that rare prince who is disguised as a toad, and who have managerial abilities that enable them to peel away the disguise.  We salute such managers as Ben Heineman at Northwest Industries, Henry Singleton at Teledyne, Erwin Zaban at National Service Industries, and especially Tom Murphy at Capital Cities Communications (a real managerial “twofer”, whose acquisition efforts have been properly focused in Category 1 and whose operating talents also make him a leader of Category 2).  From both direct and vicarious experience, we recognize the difficulty and rarity of these executives’ achievements. (So do they; these champs have made very few deals in recent years, and often have found repurchase of their own shares to be the most sensible employment of corporate capital.)

第二类涉及一些管理超级明星,那些人能识别装扮成癞蛤蟆的稀有王子,而且有管理能力让王子脱下伪装。我们对这样的经理人表示致敬,如Northwest IndustriesBen HeinemanTeledyneHenry SingletonNational Service IndustriesErwin Zaban,尤其是Capital Cities CommunicationsTom Murphy(一个真正的双料管理人才,他的并购努力一直恰当的关注于第一类公司,而他的运营才能同时让他成为第二类的领袖。)通过直接和间接的经验,我们意识到这些经理人所取得的成就的困难性和珍贵程度。(他们也意识到了。这些冠军们在最近一些年只做了很少的并购。他们通常发现回购自己的股票是使用企业资本的最合理方式。)

Your Chairman, unfortunately, does not qualify for Category 2.  And,despite a reasonably good understanding of the economic factors compelling concentration in Category 1, our actual acquisition activity in that category has been sporadic and inadequate.  Our preaching was better than our performance. (We neglected the Noah principle: predicting rain doesn’t count, building arks does.)


We have tried occasionally to buy toads at bargain prices with results that have been chronicled in past reports.  Clearly our kisses fell flat.  We have done well with a couple of princes - but they were princes when purchased.  At least our kisses didn’t turn them into toads.  And, finally, we have occasionally been quite successful in purchasing fractional interests in easily-identifiable princes at toad-like prices.



We will continue to seek the acquisition of businesses in their entirety at prices that will make sense, even should the future of the acquired enterprise develop much along the lines of its past.  We may very well pay a fairly fancy price for a Category 1 business if we are reasonably confident of what we are getting.  But we will not normally pay a lot in any purchase for what we are supposed to bring to the party - for we find that we ordinarily don’t bring a lot.



Currently, we find values most easily obtained through the open-market purchase of fractional positions in companies with excellent business franchises and competent, honest managements. We never expect to run these companies, but we do expect to profit from them.


We expect that undistributed earnings from such companies will produce full value (subject to tax when realized) for Berkshire and its shareholders.  If they don’t, we have made mistakes as to either:(1) the management we have elected to join; (2) the future economics of the business; or (3) the price we have paid.


We have made plenty of such mistakes - both in the purchase of non-controlling and controlling interests in businesses.  Category(2) miscalculations are the most common.  Of course, it is necessary to dig deep into our history to find illustrations of such mistakes -sometimes as deep as two or three months back.  For example, last year your Chairman volunteered his expert opinion on the rosy futureof the aluminum business.  Several minor adjustments to that opinion– now aggregating approximately 180 degrees - have since been required.


For personal as well as more objective reasons, however, we generally have been able to correct such mistakes far more quickly in the case of non-controlled businesses (marketable securities) than in the case of controlled subsidiaries.  Lack of control, in effect, often has turned out to be an economic plus.





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


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


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


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



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