would be useful to a married shareholder, who can give up to
$20,000 annually to a single recipient, as long as the donor files
a gift tax return containing his or her spouse's written consent to
gifts made during the year.
对于这个问题,我个人提出三种解决的方案,第一对于已婚的股东,可以与配偶
共同利用20,000美元的额度,只要在申报年度赠与税时,附上配偶的同意书即
可。
Secondly, a shareholder, married or not, can make a bargain
sale. Imagine, for example, that Berkshire is selling for $12,000
and that one wishes to make only a $10,000 gift. In that case,
sell the stock to the giftee for $2,000. (Caution: You will be
taxed on the amount, if any, by which the sales price to your
giftee exceeds your tax basis.)
第二不论结婚与否,股东可以考虑以较低的价格进行转让,例如假设Berkshire
的股价为12,000美元,则股东可以考虑用2,000元的价格进行移转,则其间
10,000美元的差价则视同赠与,(但是大家还是必须注意,若是价差超过你本身
累积的免税额度时,还是要被课赠与税)。
Finally, you can establish a partnership with people to whom
you are making gifts, fund it with Berkshire shares, and simply
give percentage interests in the partnership away each year. These
interests can be for any value that you select. If the value is
$10,000 or less, the gift will be tax-free.
最后,你可考虑与你要赠与的对象成立合伙关系,以Berkshire的股份参与合
伙,然后每年再将部份权益慢慢移转给合伙人,金额的大小可以由你自行决定,
只要每年不超过10,000美元的上限,即可免课赠与税。
We issue the customary warning: Consult with your own tax
advisor before taking action on any of the more esoteric methods of
gift-making.
不过照惯例我们还是要提出警告,在从事比这些例子更极端的交易之前,最好还
是跟你的税务顾问咨询一下比较妥当。
We hold to the view about stock splits that we set forth in
the 1983 Annual Report. Overall, we believe our owner-related
policies - including the no-split policy - have helped us assemble
a body of shareholders that is the best associated with any widely
held American corporation. Our shareholders think and behave like
rational long-term owners and view the business much as Charlie and
I do. Consequently, our stock consistently trades in a price range
that is sensibly related to intrinsic value.
在1983年的年报中,我们曾经提到对于股票分割我们持保留的态度,毕竟我们
相信我们以股东利益为优先的政策,也包含不分割股份在内,使得我们得以组成
一群全美国企业中,最优秀的股东阵容,我们的股东不论是在想法或是做法上,
都是长期稳健的投资人,同时与查理跟我一样看重公司,也因此Berkshire的股
价也才能一直与公司本身的实质价值保持一致。
Additionally, we believe that our shares turn over far less
actively than do the shares of any other widely-held company. The
frictional costs of trading - which act as a major "tax" on the
owners of many companies - are virtually non-existent at Berkshire.
(The market-making skills of Jim Maguire, our New York Stock
Exchange specialist, definitely help to keep these costs low.)
Obviously a split would not change this situation dramatically.
Nonetheless, there is no way that our shareholder group would be
upgraded by the new shareholders enticed by a split. Instead we
believe that modest degradation would occur.
此外,我相信Berkshire股份的周转率比起其它公开发行的公司来说,要低的许
多,股权交易所产生的摩擦成本,或是我们称之为持有股权主要的税负,在
Berkshire身上几乎是看不到,(在纽约证券交易所负责我们股份交易的营业员
-Jim Maguire藉由其搓合市场的能力使得我们的交易成本进一步下降),而很显
然地,股份分割对于交易成本的降低贡献着实有限,而且股份分割也不可以使我
们的股东阵容水准进一步提高,相反的我们认为因为股份分割而被引吸上门的新
股东可能会使得我们的股东水准变得更低。
* * * * * * * * * * * *
As I mentioned earlier, on December 16th we called our zerocoupon,
convertible debentures for payment on January 4, 1993.
These obligations bore interest at 5 1/2%, a low cost for funds
when they were issued in 1989, but an unattractive rate for us at
the time of call.
先前曾经提到过,在12月16日我们宣布将于1993年1月4号将先前所发行
的零息可转换债券赎回,这些债务在1989年发行的时候,所背负的资金成本大
约在5.5%左右,在当时算是相当低的利率,但时至今日这样的利率水准并不吸
引人,所以我们决定将他们给赎回。
The debentures could have been redeemed at the option of the
holder in September 1994, and 5 1/2% money available for no longer
than that is not now of interest to us. Furthermore, Berkshire
shareholders are disadvantaged by having a conversion option
outstanding. At the time we issued the debentures, this
disadvantage was offset by the attractive interest rate they
carried; by late 1992, it was not.
这些债券其持有人可选择在1994年9月以5.5%的利率要求公司赎回,此外
Berkshire有可转换的权利流通在外,对其他股东而言,实在不是件有利的事,
当然当初债券发行时,其利率水准相对对我们有利。
In general, we continue to have an aversion to debt,
particularly the short-term kind. But we are willing to incur
modest amounts of debt when it is both properly structured and of
significant benefit to shareholders.
总的来说,我们还是尽量避免举债,尤其是短期的借款,不过若是规划得当且对
于股东有利的话,我们也不排斥承担少量的债务。
* * * * * * * * * * * *
About 97% of all eligible shares participated in Berkshire's
1992 shareholder-designated contributions program. Contributions
made through the program were $7.6 million, and 2,810 charities
were recipients. I'm considering increasing these contributions in
the future at a rate greater than the increase in Berkshire's book
value, and I would be glad to hear from you as to your thinking
about this idea.
大约有97%的有效股权参与1992年的股东指定捐赠计划,总计约760万美
元捐出的款项分配给2,810家慈善机构,目前我正考虑是否该提高提拨捐赠的
比率使得其超越Berkshire本身净值增加的幅度,同时我也很愿意听到各位对于
这件事情的看法。
We suggest that new shareholders read the description of our
shareholder-designated contributions program that appears on pages
48-49. To participate in future programs, you must make sure your
shares are registered in the name of the actual owner, not in the
nominee name of a broker, bank or depository. Shares not so
registered on August 31, 1993 will be ineligible for the 1993
program.
我们敦促新加入的股东,仔细阅读年报上有关股东捐赠计画的详细内容,如果在
未来年度内,你想要参加这类的计画,我们强烈建议你将股份登记在自己而不是
受托人的名下,必须在1993年8月31日之前完成登记,才有权利参与1993
年的捐赠计画。
In addition to the shareholder-designated contributions that
Berkshire distributes, managers of our operating businesses make
contributions, including merchandise, averaging about $2.0 million
annually. These contributions support local charities, such as The
United Way, and produce roughly commensurate benefits for our
businesses.
Berkshire除了透过股东指定捐赠计画对外捐赠之外,我们旗下事业的经理人每
年也会透过公司对外捐赠,包含商品在内每年平均金额约在150万美元左右。
这些捐赠主要是赞助当地像是联合劝募等慈善团体,所得的效益应该与我们所捐
出的相当。
However, neither our operating managers nor officers of the
parent company use Berkshire funds to make contributions to broad
national programs or charitable activities of special personal
interest to them, except to the extent they do so as shareholders.
If your employees, including your CEO, wish to give to their alma
maters or other institutions to which they feel a personal
attachment, we believe they should use their own money, not yours.
然而不管是旗下事业或是母公司的经理人在利用Berkshire的资金对外捐赠给
全国性组织或特别利益团体时,都是以站在股东利益立场所应该做的,相对地若
是你的员工也包含CEO在内,想要与其校友会或其它人建立个人关系的,我们
认为他们最好是用自己的钱,而不是从你的口袋里掏钱。
* * * * * * * * * * * *
This year the Annual Meeting will be held at the Orpheum
Theater in downtown Omaha at 9:30 a.m. on Monday, April 26, 1993.
A record 1,700 people turned up for the meeting last year, but that
number still leaves plenty of room at the Orpheum.
今年的股东会预计在1993年4月26日,星期一早上9点30分在位于奥玛哈
市中心的Orpheum中心召开,去年股东会参加人数又创新高突破1,700人,
不过会场还是剩下很多座位。
We recommend that you get your hotel reservations early at one
of these hotels: (1) The Radisson-Redick Tower, a small (88 rooms)
but nice hotel across the street from the Orpheum; (2) the much
larger Red Lion Hotel, located about a five-minute walk from the
Orpheum; or (3) the Marriott, located in West Omaha about 100 yards
from Borsheim's, which is a twenty minute drive from downtown. We
will have buses at the Marriott that will leave at 8:30 and 8:45
for the meeting and return after it ends.
我们建议大家最好先向以下旅馆预订房间(1)Radisson-Redick旅馆-就位在
Orpheum中心对街拥有88个房间的一家小旅馆(2)较大一点的Red Lion旅馆
-离Orpheum中心约五分钟路程,或是(3)Marriott位在奥玛哈西区,离波仙珠
宝店约100公尺,开车到市中心约需20分钟,届时将会有巴士接送大家往返
股东会会场。
Charlie and I always enjoy the meeting, and we hope you can
make it. The quality of our shareholders is reflected in the
quality of the questions we get: We have never attended an annual
meeting anywhere that features such a consistently high level of
intelligent, owner-related questions.
查理跟我一向都很喜欢开股东会,我也希望大家能够来参加,我们股东的素质可
由大家所提出的问题看得出来,我们参加过很多股东会,但从来没有别的公司的
股东像Berkshire的股东一样由高智能水准与经营者荣枯与共的股东组合。
An attachment to our proxy material explains how you can
obtain the card you will need for admission to the meeting. With
the admission card, we will enclose information about parking
facilities located near the Orpheum. If you are driving, come a
little early. Nearby lots fill up quickly and you may have to walk
a few blocks.
后面附有股东会开会投票的相关资料,跟各位解释如何拿到入场所许的识别证,
由于开会当天会场不好停车,如果你开车过来,记得早一点到,否则附近的车位
很快就会停满,你可能就必须要停远一点,再走路过来。
As usual, we will have buses to take you to Nebraska Furniture
Mart and Borsheim's after the meeting and to take you from there to
downtown hotels or the airport later. I hope that you will allow
plenty of time to fully explore the attractions of both stores.
Those of you arriving early can visit the Furniture Mart any day of
the week; it is open from 10 a.m. to 5:30 p.m. on Saturdays and
from noon to 5:30 p.m. on Sundays. While there, stop at the See's
Candy Cart and find out for yourself why Charlie and I are a good
bit wider than we were back in 1972 when we bought See's.
一如往年,会后我们备有巴士带大家到内布拉斯加家具店与波仙珠宝店或是到饭
店与机场,我希望大家能有多一点的时间好好探索这两家店的奥妙,当然早几天
到的股东也可利用假日逛逛家具店,星期六从早上10点到下午5点30分,星
期日则从中午开到下午5点30分,到那里时记得到喜斯糖果摊逛逛,你就知道
为何我跟查理在1972年买下喜斯之后,腰围会有如此大的变化了。
Borsheim's normally is closed on Sunday but will be open for
shareholders and their guests from noon to 6 p.m. on Sunday, April
25. Charlie and I will be in attendance, sporting our jeweler's
loupes, and ready to give advice about gems to anyone foolish
enough to listen. Also available will be plenty of Cherry Cokes,
See's candies, and other lesser goodies. I hope you will join us.
波仙星期天通常不开门营业,但在股东会期间特别为股东与来宾开放,4月25
日星期天从中午开到下午6点,当天查理跟我都会带着放大镜出席,预备提供
任何人都知道的,如何鉴定宝石的基本常识,现场还备有樱桃可乐、喜斯糖果及
其它纪念品,我希望大家都能够来参加。
Warren E. Buffett
March 1, 1993 Chairman of the Board
华伦.巴菲特
董事会主席
1993年3月1日
BERKSHIRE HATHAWAY INC.
波克夏海瑟崴股份有限公司
To the Shareholders of Berkshire Hathaway Inc.:
致所有股东:
Our per-share book value increased 14.3% during 1993. Over
the last 29 years (that is, since present management took over)
book value has grown from $19 to $8,854, or at a rate of 23.3%
compounded annually.
1993年本公司的净值成长了14.3%,总计过去29年以来,也就是自从现有经
营阶层接手之后,每股净值由当初的19元成长到现在的8,854美元,年复合成
长率约为23.3%。
During the year, Berkshire's net worth increased by $1.5
billion, a figure affected by two negative and two positive nonoperating
items. For the sake of completeness, I'll explain them
here. If you aren't thrilled by accounting, however, feel free
to fast-forward through this discussion:
回顾过去一年,Berkshire的净值增加了15亿美元,主要受到两项负面以及两
项正面非营业的因素所影响,为了做完整的表达,我将它们条列如下,若是大家
对于会计有点感冒,大可直接跳过本段不看。
1. The first negative was produced by a change in
Generally Accepted Accounting Principles (GAAP)
having to do with the taxes we accrue against
unrealized appreciation in the securities we
carry at market value. The old rule said that
the tax rate used should be the one in effect
when the appreciation took place. Therefore,
at the end of 1992, we were using a rate of 34%
on the $6.4 billion of gains generated after
1986 and 28% on the $1.2 billion of gains
generated before that. The new rule stipulates
that the current tax rate should be applied to
all gains. The rate in the first quarter of
1993, when this rule went into effect, was 34%.
Applying that rate to our pre-1987 gains
reduced net worth by $70 million.
1. 第一个负面因素是由于一般公认会计原则变动所造成,主要与
帐上依照市价计算的未实现增值利益所估列的所得税有关,原来规
定税率必须按照涨价所发生时点来计算,因此在1992年底,我们
的未实现利益也64亿美元系按照34%计算,其余12亿则按28%
计算;而新的规定则改成全部依照现行税率计算,故1993年第一
季所适用的税率则为34%,包含1987年以前的未实现利得在内全
部适用,此举将使得我们的净值因此减少7,000万美元。
2. The second negative, related to the first, came
about because the corporate tax rate was raised
in the third quarter of 1993 to 35%. This
change required us to make an additional charge
of 1% against all of our unrealized gains, and
that charge penalized net worth by $75 million.
Oddly, GAAP required both this charge and the
one described above to be deducted from the
earnings we report, even though the unrealized
appreciation that gave rise to the charges was
never included in earnings, but rather was
credited directly to net worth.
2.第二个负面因素与第一个也有关,因为从1993年开始企业税率提
高为35%,此举又使得我们必须为帐上未实现利得多提1%的税负,
导致我们的净值又减少7,500万美元,奇怪的是一般公认会计原则要
求这两项变动皆须列入损益表,却不顾当初这些未实现利得根本就从
未列入盈余之内,而是直接当作是净值的增加。
3. Another 1993 change in GAAP affects the value
at which we carry the securities that we own.
In recent years, both the common stocks and
certain common-equivalent securities held by
our insurance companies have been valued at
market, whereas equities held by our non
insurance subsidiaries or by the parent company
were carried at their aggregate cost or market,
whichever was lower. Now GAAP says that all
common stocks should be carried at market, a
rule we began following in the fourth quarter
of 1993. This change produced a gain in
Berkshire's reported net worth of about $172
million.
3.1993年另外一个会计原则的变动影响的则是我们帐上持有的这些
有价证券的价值,近几年来,我们保险公司所持有的不管是普通股或
是约当普通股,都是按市价计算,至于母公司或是其它非保险业子公
司所持有的的股票则以成本与市价孰低法计算,现在一般公认会计原
则则改成全部都按市价计算,这个规定将从1993年的第四季开始实
施,此举将使得Berkshire的净值增加1.72亿美元。
4. Finally, we issued some stock last year. In a
transaction described in last year's Annual
Report, we issued 3,944 shares in early
January, 1993 upon the conversion of $46
million convertible debentures that we had
called for redemption. Additionally, we issued
25,203 shares when we acquired Dexter Shoe, a
purchase discussed later in this report. The
overall result was that our shares outstanding
increased by 29,147 and our net worth by about
$478 million. Per-share book value also grew,
because the shares issued in these transactions
carried a price above their book value.
4.最后去年我们又发行的一些股份,在一项去年曾提过的购并交易
中,我们在1993年一月将4,600万美元的可转换债券赎回,而发行