UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| (STATE OR OTHER JURISDICTION OF INCORPORATION) |
(COMMISSION FILE NUMBER) |
(I.R.S. EMPLOYER IDENTIFICATION NO.) |
| (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) | (ZIP CODE) |
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbols |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 2.02 | Results of Operations and Financial Condition. |
On May 4, 2024, Berkshire Hathaway Inc. issued a press release announcing the Company’s earnings for the first quarter ended March 31, 2024. A copy of this press release is furnished with this report as an exhibit to this Form 8-K.
| ITEM 5.07 | Submission of Matters to a Vote of Security Holders |
On May 4, 2024, Berkshire Hathaway Inc. held an annual meeting of its shareholders. The agenda items for the meeting along with the vote of the Company’s Class A and Class B common shareholders voting together as a single class with respect to each of the agenda items are shown below. There were seven items acted on at that meeting as follows: 1) Election of Directors; 2) A shareholder proposal regarding how the Company intends to measure, disclose and reduce GHG emissions associated with its underwriting, insuring and investing activities; 3) A shareholder proposal requesting that the Board of Directors disclose in a consolidated annual report GHG emissions data by scope, as well as progress toward its net-zero decarbonization goal, for Berkshire Hathaway Energy; 4) A shareholder proposal regarding the reporting on the effectiveness of the Corporation’s diversity, equity and inclusion efforts; 5) A shareholder proposal requesting that the Boad of Directors form a Railroad Safety Committee of independent directors; 6) A shareholder proposal requesting that the Board seek an audited report assessing how applying the findings of the Energy Policy Research Foundation would affect the assumptions, costs, estimates and valuations underlying the Company’s financial statements; 7) A shareholder proposal requesting that the Company report annually on the nature and extent to which the Company’s operations depend on and are vulnerable to China.
Proposal 1 – Election of Directors
| For | Withheld | |||||||
| Warren E. Buffett |
444,912 | 17,865 | ||||||
| Gregory E. Abel |
445,010 | 17,768 | ||||||
| Howard G. Buffett |
443,882 | 18,895 | ||||||
| Susan A. Buffett |
444,945 | 17,832 | ||||||
| Stephen B. Burke |
413,306 | 49,471 | ||||||
| Kenneth I. Chenault |
413,752 | 49,025 | ||||||
| Christopher C. Davis |
447,507 | 15,270 | ||||||
| Susan L. Decker |
398,704 | 64,074 | ||||||
| Charlotte Guyman |
397,291 | 65,486 | ||||||
| Ajit Jain |
445,023 | 17,754 | ||||||
| Thomas S. Murphy, Jr. |
413,958 | 48,820 | ||||||
| Ronald L. Olson |
443,671 | 19,107 | ||||||
| Wallace R. Weitz |
450,038 | 12,740 | ||||||
| Meryl B. Witmer |
449,628 | 13,150 | ||||||
The results of the other matters acted upon at the meeting were as follows.
| For | Against | Abstain | ||||||||||
| Proposal 2 – Shareholder proposal |
96,010 | 361,595 | 5,172 | |||||||||
| For | Against | Abstain | ||||||||||
| Proposal 3 – Shareholder proposal |
81,136 | 376,406 | 5,235 | |||||||||
| For | Against | Abstain | ||||||||||
| Proposal 4 – Shareholder proposal |
94,181 | 365,913 | 2,683 | |||||||||
| For | Against | Abstain | ||||||||||
| Proposal 5 – Shareholder proposal |
16,457 | 444,067 | 2,254 | |||||||||
| For | Against | Abstain | ||||||||||
| Proposal 6 – Shareholder proposal |
3,604 | 453,833 | 5,340 | |||||||||
| For | Against | Abstain | ||||||||||
| Proposal 7 – Shareholder proposal |
6,418 | 453,752 | 2,607 | |||||||||
| ITEM 9.01 | Financial Statements and Exhibits |
| Exhibit 99.1 | Berkshire Hathaway Inc. Earnings Release Dated May 4, 2024 | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| May 7, 2024 | BERKSHIRE HATHAWAY INC. | |||
| /s/ Marc D. Hamburg |
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| By: Marc D. Hamburg | ||||
| Senior Vice President and Chief Financial Officer | ||||
EXHIBIT 99.1
BERKSHIRE HATHAWAY INC.
FIRST QUARTER 2024 EARNINGS RELEASE
| FOR IMMEDIATE RELEASE | May 4, 2024 |
Omaha, NE (BRK.A; BRK.B) –
Berkshire’s operating results for the first quarters of 2024 and 2023 are summarized in the following paragraphs. However, we urge investors and reporters to read our 10-Q, which has been posted at www.berkshirehathaway.com. The limited information that follows in this press release is not adequate for making an informed investment judgment.
Earnings of Berkshire Hathaway Inc. and its consolidated subsidiaries for the first quarters of 2024 and 2023 are summarized below. Earnings are stated on an after-tax basis. (Dollar amounts are in millions, except for per share amounts).
| First Quarter | ||||||||
| 2024 | 2023 | |||||||
| Net earnings attributable to Berkshire shareholders |
$ | 12,702 | $ | 35,504 | ||||
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| Net earnings includes: |
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| Investment gains (losses) |
1,480 | 27,439 | ||||||
| Operating earnings |
11,222 | 8,065 | ||||||
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| Net earnings attributable to Berkshire shareholders |
$ | 12,702 | $ | 35,504 | ||||
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| Net earnings per average equivalent Class A Share |
$ | 8,825 | $ | 24,377 | ||||
| Net earnings per average equivalent Class B Share* |
$ | 5.88 | $ | 16.25 | ||||
| Average equivalent Class A shares outstanding |
1,439,370 | 1,456,438 | ||||||
| Average equivalent Class B shares outstanding |
2,159,055,134 | 2,184,657,109 | ||||||
| * | Per share amounts are 1/1,500th of those shown for Class A. |
Generally Accepted Accounting Principles (“GAAP”) require that we include the changes in unrealized gains/losses of our equity security investments as a component of investment gains (losses) in our earnings statements. In the table above, investment gains (losses) include losses of approximately $9.7 billion in the first quarter of 2024 and gains of approximately $23.4 billion in the first quarter of 2023 due to changes during the first quarters of 2024 and 2023 in the amount of unrealized gains that existed in our equity security investment holdings. Investment gains (losses) also include after-tax realized gains on sales of investments of $11.2 billion in the first quarter of 2024 and $1.7 billion in the first quarter of 2023. In 2023, investment gains also include a net remeasurement gain of approximately $2.4 billion related to Berkshire’s acquisition of an additional 41.4% ownership interest in Pilot Travel Centers.
The amount of investment gains (losses) in any given quarter is usually meaningless and delivers figures for net earnings per share that can be extremely misleading to investors who have little or no knowledge of accounting rules.
An analysis of Berkshire’s operating earnings follows (dollar amounts are in millions).
| First Quarter | ||||||||
| 2024 | 2023 | |||||||
| Insurance-underwriting |
$ | 2,598 | $ | 911 | ||||
| Insurance-investment income |
2,598 | 1,969 | ||||||
| BNSF |
1,143 | 1,247 | ||||||
| Berkshire Hathaway Energy Company |
717 | 416 | ||||||
| Other controlled businesses |
3,088 | 3,065 | ||||||
| Non-controlled businesses* |
405 | 568 | ||||||
| Other |
673 | (111 | ) | |||||
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| Operating earnings |
$ | 11,222 | $ | 8,065 | ||||
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| * | Includes certain businesses in which Berkshire had between a 20% and 50% ownership interest. |
Approximately $2.6 billion was used to purchase shares of Class A and Class B common stock during the first quarter of 2024. On March 31, 2024, there were 1,437,251 Class A equivalent shares outstanding. At March 31, 2024, insurance float (the net liabilities we assume under insurance contracts) was approximately $168 billion.
Use of Non-GAAP Financial Measures
This press release includes certain non-GAAP financial measures. The reconciliations of such measures to the most comparable GAAP figures in accordance with Regulation G are included herein.
Berkshire presents its results in the way it believes will be most meaningful and useful, as well as most transparent, to the investing public and others who use Berkshire’s financial information. That presentation includes the use of certain non-GAAP financial measures. In addition to the GAAP presentations of net earnings, Berkshire shows operating earnings defined as net earnings exclusive of investment gains (losses) and impairments of goodwill and intangible assets.
Although the investment of insurance and reinsurance premiums to generate investment income and investment gains or losses is an integral part of Berkshire’s operations, the generation of investment gains or losses is independent of the insurance underwriting process. Moreover, as previously described, under applicable GAAP accounting requirements, we are required to include the changes in unrealized gains (losses) of our equity security investments as a component of investment gains (losses) in our periodic earnings statements. In sum, investment gains (losses) for any particular period are not indicative of quarterly business performance.
About Berkshire
Berkshire Hathaway and its subsidiaries engage in diverse business activities including insurance and reinsurance, freight rail transportation, utilities and energy, manufacturing services and retailing. Common stock of the company is listed on the New York Stock Exchange, trading symbols BRK.A and BRK.B.
Cautionary Statement
Certain statements contained in this press release are “forward looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not guaranties of future performance and actual results may differ materially from those forecasted.
— END —
Contact
Marc D. Hamburg
402-346-1400