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)
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REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE
(Former name or former address, if changed since last report.)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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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 2, 2020, Berkshire Hathaway Inc. issued a press release announcing the Company’s earnings for the first quarter ended March 31, 2020. 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 2, 2020, 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 four items acted on at that meeting as follows: 1) Election of Directors; 2) A non-binding resolution to approve the compensation of Berkshire’s Named Executive Officers; 3) A non-binding resolution to determine the frequency with which shareholders shall be entitled to have an advisory vote on executive compensation; and 4) A shareholder proposal requesting the adoption of a policy for improving Board and top management diversity. Following are the votes cast for and against each director.
| Proposal 1 – Election of Directors |
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| For |
Against |
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| Warren E. Buffett |
555,429 |
8,320 |
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| Charles T. Munger |
552,135 |
11,614 |
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| Gregory E. Abel |
553,850 |
9,899 |
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| Howard G. Buffett |
553,257 |
10,492 |
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| Stephen B. Burke |
560,980 |
2,773 |
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| Kenneth I. Chenault |
563,054 |
695 |
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| Susan L. Decker |
554,899 |
8,850 |
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| David S. Gottesman |
556,456 |
7,294 |
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| Charlotte Guyman |
551,879 |
11,870 |
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| Ajit Jain |
553,852 |
9,897 |
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| Thomas S. Murphy |
548,922 |
14,827 |
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| Ronald L. Olson |
552,085 |
11,665 |
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| Walter Scott, Jr. |
548,217 |
15,532 |
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| Meryl B. Witmer |
557,757 |
5,992 |
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The results of the other matters acted upon at the meeting were as follows.
| For |
Against |
Abstain |
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| Proposal 2 – Advisory vote on executive compensation |
519,528 |
38,726 |
5,495 |
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| 1 year |
2 years |
3 years |
Abstain |
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| Proposal 3 – Advisory vote on the frequency of an advisory vote on executive compensation |
138,146 |
2,299 |
421,424 |
1,881 |
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| For |
Against |
Abstain |
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| Proposal 4 – Shareholder proposal |
69,076 |
490,884 |
3,789 |
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| ITEM 9.01 | Financial Statements and Exhibits |
| Exhibit 99.1 |
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| 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 4, 2020 |
BERKSHIRE HATHAWAY INC. | |||||
| /s/ Marc D. Hamburg | ||||||
| By: Marc D. Hamburg | ||||||
| Senior Vice President and Chief Financial Officer |
Exhibit 99.1
BERKSHIRE HATHAWAY INC.
NEWS RELEASE
| FOR IMMEDIATE RELEASE |
May 2, 2020 |
Omaha, NE (BRK.A; BRK.B) –
Berkshire’s operating results for the first quarters of 2020 and 2019 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 2020 and 2019 are summarized below. Earnings are stated on an after-tax basis. (Dollar amounts are in millions, except for per share amounts).
| First Quarter | ||||||||
| 2020 | 2019 | |||||||
| Net earnings (loss) attributable to Berkshire shareholders |
$ | (49,746 | ) | $ | 21,661 | |||
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| Net earnings (loss) includes: |
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| Investment and derivative gains (losses) – |
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| Investments |
(54,517 | ) | 15,498 | |||||
| Derivatives |
(1,100 | ) | 608 | |||||
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| (55,617 | ) | 16,106 | ||||||
| Operating earnings |
5,871 | 5,555 | ||||||
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| Net earnings (loss) attributable to Berkshire shareholders |
$ | (49,746 | ) | $ | 21,661 | |||
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| Net earnings (loss) per average equivalent Class A Share |
$ | (30,653 | ) | $ | 13,209 | |||
| Net earnings (loss) per average equivalent Class B Share |
$ | (20.44 | ) | $ | 8.81 | |||
| Average equivalent Class A shares outstanding |
1,622,889 | 1,639,821 | ||||||
| Average equivalent Class B shares outstanding |
2,434,333,367 | 2,459,731,886 | ||||||
Due to a change in Generally Accepted Accounting Principles (“GAAP”) in 2018, 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 earnings statements. In the table above, investment gains/losses include a loss of approximately $55.5 billion in the first quarter of 2020 and a gain of approximately $15.1 billion in the first quarter of 2019 due to changes during the first quarters of 2020 and 2019 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 approximately $965 million and $392 million in the first quarters of 2020 and 2019, respectively.
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 | ||||||||
| 2020 | 2019 | |||||||
| Insurance-underwriting |
$ | 363 | $ | 389 | ||||
| Insurance-investment income |
1,386 | 1,237 | ||||||
| Railroad, utilities and energy |
1,751 | 1,858 | ||||||
| Other businesses |
2,038 | 2,200 | ||||||
| Other |
333 | (129 | ) | |||||
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| Operating earnings |
$ | 5,871 | $ | 5,555 | ||||
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At March 31, 2020, insurance float (the net liabilities we assume under insurance contracts) was approximately $130 billion, an increase of approximately $1 billion since yearend 2019.
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 and derivative gains/losses.
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 now 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, utilities and energy, freight rail transportation, manufacturing, retailing and services. 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