M10:00
这次——这次会议的第二项议程，是审议董事会提出的建议，也就是修改公司重述后的公司章程。
The second item of business at this— of this meeting is to consider the recommendation of the board of directors to amend the company's restated certificate of incorporation.
这项拟议的修正案，会在重述后的公司章程里增加一条规定，授权董事会最多发行五千万股新的 Class B 普通股。每一股 Class B 在经济权益上相当于目前普通股的三十分之一，投票权则是两百分之一。同时，也会把公司现有的普通股重新命名为 Class A 普通股。
The proposed amendment would add a provision to the restated certificate of incorporation authorizing the board of directors to issue up to 50 million shares of a new Class B common stock, with each Class B share having economic rights equivalent to 1/30th of a share of the current common stock and with 1/200th of the vote, and to redesignate the company's current common stock as Class A common stock.
并且让每一股 Class A 普通股都可以由持有人自行选择，转换成三十股新的 Class B 股票。
And to make each share of Class A common stock convertible into 30 shares of the new Class B stock at the option of the holder.
我想，在我们正式提出这个动议之前，现在是个很好的时候，先就发行 Class B 这件事做个讨论，也回答大家的问题。
I think before we get into moving that motion, I think this would be a good time to have a discussion and take your questions regarding the issuance of the Class B.
我也应该先给大家讲一点背景。
And I should give you a little background.
我想你们很多人都知道这件事的背景，不过这些年来，大概前前后后有五六次，有人提议设立一家纯 Berkshire 投资公司，或者 unit trust。
I think many of you know the background on this, but over the years, we've had probably half a dozen people, one time or another, propose the creation of an all-Berkshire investment company or unit trust.
也就是说，设立一个实体，里面除了 Berkshire 股票什么都不持有，然后再把它自己的份额拆成更小面额，卖给公众。
In other words, an entity that would hold nothing but Berkshire stock and then would parcel out its own shares in smaller denomination pieces to the public.
我们通常都会劝阻这种做法，因为我们觉得这种安排里有相当大的被滥用空间。
We have generally discouraged that because we felt that there was considerable potential for abuse in such an arrangement.
而且我们的劝阻一直都算有效，直到去年秋天，出现了一——或者说出现了两个方案，已经推进到提交给 SEC 审核批准的程度。
And our discouragement has been successful up until last fall when there was one— or there were 2 proposals that went as far as submission to the SEC for clearance.
那两个方案都涉及 unit trust，这些 unit trust 除了持有 Berkshire 股票之外什么都不持有，然后再以小面额卖给公众，最低投资额大概可能在一千美元左右。
That involved unit trusts, and these unit trusts would have owned nothing but Berkshire shares and then been sold to the public in small denominations, probably with a minimum investment of around $1,000 or so.
而购买这些 trust 的人，等于是买进了一个有明确存续期限的实体，但这个实体会有相当多的费用，也会带来一些税务后果，而这些可能是在他们买入时并没有预料到的。
And holders of those trusts would have bought into an entity that had a defined life, but that had considerable in the way of costs and some tax consequences that they might not anticipate when they came in.
Charlie 和我担心的是，Berkshire 过去的业绩——而这是不可能重复的——再加上高额销售佣金、低面额，以及围绕 Berkshire 和我本人的大量宣传，当然你们今天上午也看到了，我们其实一直在尽量避免这种宣传。
And Charlie and I were worried that a combination of Berkshire's past record, which cannot be repeated, and high sales commissions and a low denomination and a lot of publicity about Berkshire and myself, which as you've seen this morning, we attempt to discourage.
我们担心的是，会有很多人最后买了这些 unit trust 的份额，但其实根本不知道自己买的是什么，而且对未来还抱着不切实际的预期。
They, they— that the— a great many people would end up buying these unit trust holdings without any idea really of what they were buying and with unrealistic expectations as to the future.
而这反过来又会形成相当大的需求，因为这些 unit trust 会出去买 Berkshire 的股票。
And that, that would in turn create a considerable demand because these unit trusts would go out and buy Berkshire shares.
这就会在一个固定供给面前制造出很大的需求，而现有供给里有很大一部分其实几乎不会流通，因为很多人的税务成本很低，不愿意卖。
That would create a considerable demand against a fixed supply, much of which is almost unavailable because people have a low tax basis and are reluctant to sell.
我也希望他们不愿意卖还有别的原因。
And I hope they're reluctant to sell for other reasons.
而且，这些产品一旦被创设出来，再加上需求被这样一推，很可能就会让股票出现一波投机性的上涨；反过来，这又会让那些原本被推销过这个 trust 的人觉得，自己如果现在冲进去，就会错过更多好机会。
And that the very action of the creation of these and that push on the demand would— might very well create some speculative spurt in the stock, which in turn would induce people who, who had been approached about the trust to feel they were missing even more of a good thing by rushing in.
在某些类型的市场里，价格上涨本身就会制造出它自己的需求。
Rising prices in certain kinds of markets create their own kind of demand.
这种需求是不能持续的，而且等到后来人们幻想破灭、开始失望时，这种需求一旦反转，就会带来很多问题。
It's not a sustained demand, and it's a demand that the reversal of which later on when people become disillusioned can cause a lot of problems.
但是，在一大批抱着不切实际预期的买家、高额佣金和固定供给同时存在的情况下，这种风险确实是存在的。
But, but that potential was there with, with the flood of buyers with unrealistic expectations, high commissions, and a fixed supply.
所以，我们试着劝退这两家发起人。
So, we attempted to dissuade both of the promoters.
其中一家退了一步，但几个月后又拿出了一个新方案，里面把 Berkshire 和其他一些证券组合在了一起，而那些证券至少被认为是在我们的投资组合里的。
One backed away and then came out a few months later with something that was a combination of Berkshire and some other securities, which were at least thought to be in our portfolio.
然后我们就开始接到一些人的来信和反馈。
And we started hearing from people.
很明显，这些人完全不了解自己买的是什么，也不了解其中的成本、潜在的税务影响，或者任何这类事情。
That it was clear had no understanding of what they were buying or the costs involved or the potential tax implications or anything of the sort.
所以到了那个时候，我们面临——我们必须做出一个决定，而且得相当快地做出决定：到底什么才是解决这个问题的最好办法，同时又不能制造出我们认为这些发起人做法里同样那种可能有害的效果。
So at that time we faced— we had to make a decision, we had to make it rather quickly, as to what would be the best solution to this problem that in turn wouldn't create the same sort of thing that we felt had potential harm when being done by these promoters.
很显然，我们也考虑过拆股，但我们担心，拆股会向各种各样愿意相信某些事情的人发出一种信号，而那些事情对于未来表现来说，未必真的站得住脚。
Obviously, we considered a split of the stock, but we were worried that a split would send out signals to all kinds of people who want to believe in things that may not be too believable about future performance.
他们会把这看成一个——看成某种以更低价格买入的大好机会。
And that they would look at it as a, as a, some grand chance to buy in at a lower price.
当然，按照价值来讲，这其实并不是真正更低的价格，只不过是面额更低了。
Of course, it wouldn't really be a lower price in relation to value, but it would be a lower denomination.
而这同样是在固定供给的情况下，很可能会制造出和 unit trust 一样的问题，甚至可能比 unit trust 带来的问题还要更大。
And that, again, against a fixed supply, might very well have created the same kind of problem, maybe even a greater problem, than would occur with the unit trust.
所以，我们想到了 Class B 股票这个办法。它能够创造出一部分供给，去匹配市场上对所谓拆分后股票的需求，而且这种供给会以一种不会给潜在买家制造特别诱因、也不会制造错误诱因的方式来提供。
So, we came upon the idea of the Class B shares, which would create a supply that would match the demand for, in effect, split shares, and that would be offered in a way that did not create special inducements or false inducements to people thinking of buying.
我们做的一件事，就是在发行 Class B shares 的时候加了一个佣金，这个佣金大概低到我这些年来在 Wall Street 见过的最低水平之一，因为我们不希望销售人员有很强的动力跑出去推销这些股票。
And one of the things we did was we stuck a commission on it, on the issuance of the Class B shares, that was about as low as any I've ever seen in many years on Wall Street, because we did not want salespeople to have a great inducement to go out and sell the shares.
我们希望任何感兴趣的人都先去读 prospectus，好好想一想，然后自己做决定。
We wanted anyone that was interested to read the prospectus and think about it and make their own decisions.
我们还做了另一件事，这跟通常的商业做法是完全反着来的，就是我们说，别人想买多少股，我们就发行多少股。
And we did another thing, which is quite counter to the normal commercial approach, which is that we said we would issue as many shares as people wanted to buy.
你们也知道，在这个世界上，如果你卖东西时说每位客户限购一份，而且得早点来，或者得认识什么人，才能拿到股票，那通常会卖得好得多。
And, you know, you do much better in this world if you're selling something to say only one to a customer and you have to get in early or you have to know somebody in order to get shares.
很多新发行的股票就是这么卖的。
And that's— many new issues are sold that way.
而且这招非常有效。
And it's very effective.
我的意思是，这有点像以前那些关于 Russia 的老故事，说那边会排长队，人们甚至不知道排到队伍最前面时自己到底要买什么，也会先排进去再说。
I mean, it's, you know, like those old stories about in Russia where there'd be lines and people would get in them without knowing what they were going to buy when they got to the front of the line.
这是一种非常有效的销售工具，而 Wall Street 对这一套也并不陌生。
And that's a very effective selling tool, and it's one that Wall Street is not unfamiliar with.
但我们决定，为了减少那种‘你必须早点下手’，或者‘只有大户才能买到’之类的感觉，我们要非常明确、大声地宣布：凡是想买的人，我们都有股票可供购买。
But we decided that to reduce any of that feeling that you have to get in early or only the big guys are going to get it or something of the sort, that we would announce loud and clearly that we would have shares available for everyone that wanted.
这样一来，就没有理由去想——所以你也没必要抢着排队，对吧？
So there was no reason to assume that— so you didn't have to wait?
实际上，它就不可能变成一只火热抢手的股票。
It couldn't be a hot stock, in effect.
另外我们还做了其他一些安排。
And we've done various other things.
所以我们的希望是，我们吸引来的 Class B shareholders，素质能和在座各位一样；他们是抱着投资的心态来的，觉得自己是在买进一家企业的一部分，打算无限期持有，也许是一辈子都持有，而不是把它当成一张小纸片，觉得它会因为是新股发行之类的原因突然变得很热门。
So I— our hope is that the Class B shareholders that we attract are of the same quality as the people in this room, that they have an investment attitude that— where they feel they are buying into part of a business, that they expect to stay with it for the indefinite future, maybe the rest of their lives, and they do not think of it as a little piece of paper that may be hot because it's a new issue or something of the sort.
而且这样一来，对那些对现有股票感到满意的人来说，他们可以继续完全保持原来的位置不变——我会这么做，Charlie 也会这么做。
And— it lets the people who are happy with the present shares stay in exactly the same position, which is what I'm going to do, what Charlie will do.
我们让 B shares 在两个方面相对于 A 稍微吃一点亏。
We have made the B very slightly disadvantageous in 2 respects to the A.
它的投票权更低，而且它不能参加 shareholder contributions program。
It has a lower vote and it will not participate in the shareholder contributions program.
这两点各自都有原因；但除了这些明确的原因之外，我们还有一个考虑，就是不让 B 做到完全——它只是稍微差一点，但不会像 A 那么有吸引力，因为我们不想做任何会把所有人都推着去转成 B 的事。
There were reasons for both of those, but in addition to the explicit reasons, there also is the desire that the B not be made fully— it's just a slight bit inferior, but it's not fully as attractive as the A because we did not want to do anything that pushed everybody into converting into the B.
如果这种情况大规模开始发生，B 就会享受到更好的市场流动性，然后形成它自己的推动力，最后让所有人都觉得这么做才合理。
If that started in a big way, the B would then enjoy the better market and it would create its own dynamic where it made sense for everybody to do it.
所以我们现在保留了这样一种安排：如果你持有 A，除非你是想卖掉或者送出自己持股中的一部分，而这部分又不到一整股 A，否则你没有理由把 A 转成 B。
So we have left it so there is no reason for you, if you own the A, to convert to the B unless you wish to sell or give away some portion of your holding that would be less than a full A share.
从这个角度讲，它会比较方便，但除此之外，不应该有任何激励。
And it will be convenient for that reason, but beyond that, there should be no incentive.
如果 B 的交易价格略高于 A 价格的三十分之一，就会有 arbitrage activity 出现，把这个溢价压到几乎可以忽略不计。
If the B should trade slightly above 1/30th of the price of the A, there will be arbitrage activity that will keep that from being anything other than a negligible amount.
当然，它也可能远远低于 A 价格的三十分之一，因为 B 不能转换成 A。Charlie，在我们开始就这个问题接受提问之前，你想补充点什么吗？
It, of course, could trade well below 1/30th because the B is not convertible into the A. Charlie, would you like to add anything before we start taking questions on this?
没有。
No.
我也鼓励大家尽管提问。
And I encourage everyone to ask.
你们在会议过程中会注意到，Charlie 不是按说了多少字拿报酬的。
Charlie, as you will note during the meeting, does not get paid by the word.
不过，我还是鼓励任何人提出任何问题。
But we— I encourage anyone to ask any question.
关于这件事，没有什么问题是糟糕的问题。
There are no bad questions about this.
我的意思是，去年我们谈到一次 preferred issue，当时大家提了很多很有道理的问题。
I mean, last year we talked about a preferred issue, and people had very valid questions.
我不妨先从 A 和 B 之间这两个不同点说起。先说 shareholder-designated contributions program，去年是每股十二美元。除了我们希望 A 比 B 稍微有那么一点点优势——这也是不让 B 参与的一个原因——还有一个现实问题，就是如果要把十二美元再除以三十，然后再去征集——
I might take those 2 points of difference between the A and B just to start with. On the shareholder-designated contributions program, which was $12 a share last year, in addition to wanting the A to have a very small edge over the B, which would be a reason for not having the B participate, it also would get very impractical in terms of taking $12 and dividing it by 30 and soliciting—
征集慈善机构的名称，并指定捐款对象，这在操作上就会变得非常不现实。
the names of charities and to designate contributions.
我们现在这个方案，处理起来还算挺高效的，但我们可不想寄出一两美元的支票，那样效率就会变得很低。
We can handle the present program fairly efficiently, but we would not want to be sending out checks for a dollar or two, and it would get very inefficient.
所以我们已经告诉潜在的 B 股持有人，这种情况不会发生，他们在买进来之前就已经充分知情了。
So we have told prospective B holders that that's not going to happen, and so they're fully informed coming in.
跟这次投票相关的是，发行 B 股确实会让外面的表决权总数增加。
In connection with the vote, the issuance of the B does create more votes outstanding.
所以如果情况没有别的变化，光是因为发行股份——而我们其实并不是特别想发股——我的表决权就会因此被稍微稀释一些。
So absent any change in the situation, through the issuance of shares, which we are not particularly eager to issue, the vote—my vote will be diluted somewhat by this.
而且坦率地说，我一直也不想搞出那么多额外的股份，去稀释——主席先生——Buffett 家族的表决权。
And I hadn't—frankly, I had no desire to create a lot more shares which would dilute the—Mr. Chairman, the vote of the Buffett family.
这项行动确实会让它被稍微稀释一些，因为届时除了现在已经存在的全部表决权之外，还会再加上一些来自 B 股的表决权。
It will be diluted somewhat by this action because we will have all the present votes outstanding plus some votes from the B.
如果有很多人把股票转换成 B 股，确实，我们的持股比例会在百分比上升高一些，但我看不出大家真的有什么理由去转换，所以我觉得这种情况不太可能发生。
If there is a lot of conversion to the B, it is true that our holding will go up percentage-wise, but I see no reason why people really should convert, so I don't think that's likely.
我觉得最终基本上还是会保持差不多的样子。
I think in the end it'll stay very much the same.
而且就像我前面提到的，我们希望 B 股会有一点点劣势。
And as I mentioned earlier, we want there to be a slight disadvantage to the B.
除此之外，在其他所有方面，我们都会像对待 A 股一样对待 B 股。
In all other respects, we will treat the B just as the A.
我们这次年度股东大会在人数字上有个问题。
We have a problem with numbers at this annual meeting.
明年我们得想点办法了，不过现在我们也还没想好。
We're going to have to do something next year, and we haven't figured it out yet either.
不过有人提了个建议，说也许 B 股股东可以坐二等座之类的。
But the suggestion was made by someone that maybe the B would get second-class seating or something.
我们不会搞那一套。
We're not going to have any of that.
从现在开始，除了我们在 prospectus 里写明的那两件事之外，B 股在各个方面都会被视为和 A 股等同。
From this point forward, with the exception of the two things we put in the prospectus, the B shares will be treated in every way as equivalent to A.
所以，基于这一点，再加上 Charlie 不太愿意多展开，我们这里现在有一个六区系统，另外在 overflow rooms 里还有两个区。
There—so with that and with Charlie's reluctance to elaborate, we have a six-zone system in here, and then we have another two zones in the overflow rooms.
所以如果 Zone 1 有什么问题的话，
So if there are any questions in Zone 1,