巴菲特致股东的信（1995年）⑨可转换优先股

Convertible Preferred Stocks

As many of you will remember, Berkshire made five private purchases of convertible preferred stocks during the 1987-91 period and the time seems right to discuss their status. Here are the particulars:

可转换优先股

大家可能都还记得，伯克希尔在 1987 年到 1991 年通过与公司私下协议的方式，取得五种可转换优先股，现在的时机很适合来谈谈它们现在的状况，以下是一些主要摘要。

(1) Proceeds from sale of common we received through conversion in 1995.
(2) 12/31/95 value of common we received through conversion in 1991.
(3) Includes $140 we received in 1995 from partial redemption.

(1)所罗门市值包含 1995 年收到部分赎回的 1.4 亿美元收入
(2) 冠军纸业市值包含 1995 年转换为普通股后出售股票的收入
(3)吉列系 1991 年转换为普通股后在 1995 年末的股票市值

In each case we had the option of sticking with these preferreds as fixed-income securities or converting them into common stock. Initially, their value to us came primarily from their fixed-income characteristics. The option we had to convert was a kicker.

每一个案子我们都附有选择权，或是维持原来以固定收益证券为主的优先股形式或是将它们转换成普通股，刚开始它们的价值主要来自于固定收益证券的特质，至于其所附带的转换权利只不过具有加分的作用而已。(注：华尔街对于巴菲特私下协议方式获得这么优厚的优先股颇有微词，但实际上，这些公司都面临不同的困境，巴菲特带去不只有资金，还有伯克希尔的信用以及巴菲特个人的管理投资建议)

Our $300 million private purchase of American Express "Percs" - described in the 1991 Annual Report - is not included in the table because that security was a modified form of common stock whose fixed-income characteristics contributed only a minor portion of its initial value. Three years after we bought them, the Percs automatically were converted to common stock. In contrast, the five securities in the table were set to become common stocks only if we wished them to - a crucial difference.

另外在 1991 年的年报中已经介绍过，我们通过私下协议3亿美元所取得的美国运通 Percs，并未包含在本表之中，其原因主要是因为 Percs 事实上是一种普通股的修订版，其固定收益的特性只占其原始价值的一小部分，在我们买下它们的三年后已经自动转为美国运通的普通股。相对的，本表所提到的五种有价证券只有在我们有意愿的状况下，才会转变成一般的普通股，基本上这之间有相当大的差异。

When we purchased our convertible securities, I told you that we expected to earn after-tax returns from them that "moderately" exceeded what we could earn from the medium-term fixed-income securities they replaced. We beat this expectation - but only because of the performance of a single issue. I also told you that these securities, as a group, would "not produce the returns we can achieve when we find a business with wonderful economic prospects." Unfortunately, that prediction was fulfilled. Finally, I said that "under almost any conditions, we expect these preferreds to return us our money plus dividends." That's one I would like to have back. Winston Churchill once said that "eating my words has never given me indigestion." My assertion, however, that it was almost impossible for us to lose money on our preferreds has caused me some well-deserved heartburn.

当我们买进这些可转换证券时，我曾经跟各位提到我们预期这些投资的税后回报率应该可以略高于其所取代的中期固定收益证券，幸运的是结果超乎预期，原因是因为其中有一个案子赚翻了，同时我也提醒过各位，这些投资可能无法与真正找到具有竞争优势的好公司的股票投资相比，不幸的就这点而言，我一语中的，最后我还说过，不论在任何状况下，我们完全可以预期这些投资一定能够回收本金再加上股息，这句话我想要收回来。虽然英国前首相丘吉尔曾说过：把说过的话吞回去，并不会让人消化不良。但是关于我说过“优先股一定不会让我们赔钱的这句话”确实让我感到心痛。

Our best holding has been Gillette, which we told you from the start was a superior business. Ironically, though, this is also the purchase in which I made my biggest mistake - of a kind, however, never recognized on financial statements.

其中表现最佳的是吉列优先股，从一开始我就跟各位说过这是一家相当好的公司，不过讽刺的是，这也是我犯过的一个大错之一，虽然这项错误从未反应在财务报表之上。

We paid $600 million in 1989 for Gillette preferred shares that were convertible into 48 million (split-adjusted) common shares. Taking an alternative route with the $600 million, I probably could have purchased 60 million shares of common from the company. The market on the common was then about $10.50, and given that this would have been a huge private placement carrying important restrictions, I probably could have bought the stock at a discount of at least 5%. I can't be sure about this, but it's likely that Gillette's management would have been just as happy to have Berkshire opt for common.

我们在 1989 年以 6 亿美元取得吉列可转换优先股，之后转换为 4,800 万股吉列的普通股(分割调整后)，然而要是当初我们选择直接投资该公司的普通股，这笔钱将可以买到 6,000 万股，因为吉列当时每股的市价为 10.5 美元，而由于吉列那次的私下发行会对我们有诸多的限制条款，所以拿到 5%左右的折扣应该不成问题，我不知道这样说对不对，我认为当时要是我们选择直接以取得普通股的方式投资，该公司的管理层可能会更高兴。

But I was far too clever to do that. Instead, for less than two years, we received some extra dividend income (the difference between the preferred's yield and that of the common), at which point the company - quite properly - called the issue, moving to do that as quickly as was possible. If I had negotiated for common rather than preferred, we would have been better off at yearend 1995 by $625 million, minus the "excess" dividends of about $70 million.

可惜人算不如天算，虽然在这两年内我们另外还收到额外的优先股股息(这是普通股所没有的)，如果当初我选择普通股而非优先股的话，截至 1995 年止我们将可多获得 6.25 亿美元的收益，当然还要再扣除 7,000 万美元的优先股股息。

In the case of Champion, the ability of the company to call our preferred at 115% of cost forced a move out of us last August that we would rather have delayed. In this instance, we converted our shares just prior to the pending call and offered them to the company at a modest discount.

另外在冠军国际这个案子，由于公司有权以 115%的价位赎回我们持有的优先股，使得我们被迫于去年八月有所动作，这个案子就在公司即将有权动用赎回权的前夕，以略低的折价申请转换为普通股。

Charlie and I have never had a conviction about the paper industry - actually, I can't remember ever owning the common stock of a paper producer in my 54 years of investing - so our choice in August was whether to sell in the market or to the company. Champion's management had always been candid and honorable in dealing with us and wished to repurchase common shares, so we offered our stock to the company. Our Champion capital gain was moderate - about 19% after tax from a six-year investment - but the preferred delivered us a good after-tax dividend yield throughout our holding period. (That said, many press accounts have overstated the after-tax yields earned by property-casualty insurance companies on dividends paid to them. What the press has failed to take into account is a change in the tax law that took effect in 1987 and that significantly reduced the dividends received credit applicable to insurers. For details, see our 1986 Annual Report.)

查理跟我对造纸业从来没有涉猎，事实上在我长达 54 年的投资生涯中，印象中从来就没有持有过纸类股的股票，所以去年八月我们可以做的选择大概就是将这笔投资在市场上卖掉或是任由公司赎回，在我们投资冠军国际的过程中，该公司管理层对我们的态度一向坦诚，而他们也希望将这批股票买回，所以到最后我们决定顺应公司的要求，这项举动让我们有 19%的税后资本利得，当然还要再加上持有六年期间所收到的优先股股息。（附带一提，许多新闻报导都过度高估财产意外险公司所收到股利收入的税后回报率，原因在于媒体记者忘了将 1987 年通过的新税法列入考虑(34%资本利得税)，这项税法大大减少了保险业者税后可以得到的利益，相关的细节请参阅 1986 年的年报。）

Our First Empire preferred will be called on March 31, 1996, the earliest date allowable. We are comfortable owning stock in well-run banks, and we will convert and keep our First Empire common shares. Bob Wilmers, CEO of the company, is an outstanding banker, and we love being associated with him.

我们在第一帝国银行的优先股在 1996 年 3 月 1 日进行转换，这是可以转换的最早日期，我们对于能够继续持有这家经营良好银行的股份感到相当安心，该公司的总裁 Bob Wilmers 是位相当优秀的银行家，我们很高兴能够与他一起合作。

Our other two preferreds have been disappointing, though the Salomon preferred has modestly outperformed the fixed-income securities for which it was a substitute. However, the amount of management time Charlie and I have devoted to this holding has been vastly greater than its economic significance to Berkshire. Certainly I never dreamed I would take a new job at age 60 - Salomon interim chairman, that is - because of an earlier purchase of a fixed-income security.

另外两个优先股投资个案的结果就让人相当失望，虽然所罗门优先股最后的投资回报率仍高于其替代的固定收益证券投资，不过若考量查理跟我本人在这项投资上所花费的心思，其所得与付出实在是不成正比，当然我根本就没有料到到了 60 岁的这把年纪，会因为一笔固定收益证券的投资，还能够接下这项担任所罗门临时董事会主席的新工作。

Soon after our purchase of the Salomon preferred in 1987, I wrote that I had "no special insights regarding the direction or future profitability of investment banking." Even the most charitable commentator would conclude that I have since proved my point.

1987 年就在我们刚刚买下所罗门优先股不久之后，我就曾经说过我们对于投资银行业的发展前景与盈利能力并没有特殊的见地，我想事后看来就算是最好心的评论家，也会觉得我当时说的那段话很有道理。

To date, our option to convert into Salomon common has not proven of value. Furthermore, the Dow Industrials have doubled since I committed to buy the preferred, and the brokerage group has performed equally as well. That means my decision to go with Salomon because I saw value in the conversion option must be graded as very poor. Even so, the preferred has continued under some trying conditions to deliver as a fixed-income security, and the 9% dividend is currently quite attractive.

到目前为止，我们拥有将这笔投资转换为所罗门普通股的权利，其价值尚未浮现，另外自从买进这笔投资后，道琼斯指数已经涨了一倍，而投资银行的表现也相当不错，这代表我因为判断转换权利相当有价值而没有转股的决策相当的差，不过即便如此，这笔优先股投资还是相当勉力地继续当作我们的固定收益证券投资，毕竟每年 9%的股息收入还是相当诱人的。

Unless the preferred is converted, its terms require redemption of 20% of the issue on October 31 of each year, 1995-99, and $140 million of our original $700 million was taken on schedule last year. (Some press reports labeled this a sale, but a senior security that matures is not "sold.") Though we did not elect to convert the preferred that matured last year, we have four more bites at the conversion apple, and I believe it quite likely that we will yet find value in our right to convert.

除非我们选择转股，否则这项投资有一项条款约定从 1995 年 10 月 31 日开始的五年，该公司每年都可赎回20%的投资，所以去年我们总计 7 亿的投资中，1.4 亿已按计划由公司赎回，(有些新闻报导将这笔交易称呼为出售，事实上债券到期后应该称之为“赎回”)，虽然去年我们放弃转换选择而被赎回 20%，不过我们还有四次机会，而我也相信未来我们应该很有可能在这些转换的权利中找到一些价值存在。

I discussed the USAir investment at length in last year's report. The company's results improved in 1995, but it still faces significant problems. On the plus side for us is the fact that our preferred is structurally well-designed: For example, though we have not been paid dividends since June 1994, the amounts owed us are compounding at 5% over the prime rate. On the minus side is the fact that we are dealing with a weak credit.

去年我花了相当大的篇幅讨论全美航空，这家公司今年的表现略微好转，不过还是面临着许多的问题，幸运的是我们的优先股投资当初订定的条款对我们较有利，比如说，虽然从 1994 年起本来应该付给我们的优先股股息就已暂停支付，但是欠我们的股息每年必须以 5%的基础利率加计利息，不过不幸的是，跟我们打交道的是一家债信不良的公司。

We feel much better about our USAir preferred than we did a year ago, but your guess is as good as mine as to its ultimate value. (Indeed, considering my record with this investment, it's fair to say that your guess may be better than mine.) At yearend we carried our preferred (in which there is no public market) at 60% of par, though USAir also has outstanding a junior preferred that is significantly inferior to ours in all respects except conversion price and that was then trading at 82% of par. As I write this, the junior issue has advanced to 97% of par. Let's hope the market is right.

关于全美航空优先股的情况，比起一年前，我们现在乐观许多，不过这家公司最后到底会变成怎样，我跟各位一样还是没有任何头绪，(事实上，观诸过去本人在这项投资上的经验，或许各位的看法要比起我个人来得具参考价值)，截至去年底，我们帐列的优先股投资金额是票面金额的 60%(此优先股并没有公开明确的市价)，虽然此时，全美航空还有另一项发行在外优先股，除了转换价格之外，其余的条件包含抵押顺位都不如我们，但是它以票面金额的 82%左右的价位在进行交易，而就在我写这份年报的同时，其交易的价格已上涨为票面金额的 97%，衷心期盼市场的看法是对的。

Overall, our preferreds have performed well, but that is true only because of one huge winner, Gillette. Leaving aside Gillette, our preferreds as a group have delivered us after-tax returns no more than equal to those we could have earned from the medium-term fixed-income issues that they replaced.

总的来说，我们的优先股投资绩效算是相当不错的了，不过主要的原因还在于压对了吉列优先股这个宝，若扣除吉列不记，我们其它的优先股投资带给我们的税后收益，大概仅与原先他们所取代的中期固定收益债券的投资回报率相差无几。

Convertible Preferred Stocks As many of you will remember, Berkshire made five private purchases of convertible preferred stocks during the 1987-91 period and the time seems right to discuss their status. Here are the particulars: