SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
| DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) | May 5, 2018 |
| BERKSHIRE HATHAWAY INC. | ||||
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| (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) |
| DELAWARE | 001-14905 | 47-0813844 | ||||||||
| (STATE OR OTHER JURISDICTION | (COMMISSION | (I.R.S. EMPLOYER | ||||||||
| OF INCORPORATION) | FILE NUMBER) | IDENTIFICATION NO.) | ||||||||
| 3555 Farnam Street | ||||||||||
| Omaha, Nebraska | 68131 | |||||||||
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| (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) | (ZIP CODE) | |||||||||
| (402) 346-1400 | ||||
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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))
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 | ☐ | |||
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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 |
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| 13(a) of the Exchange Act. | ☐ | |||
ITEM 2.02 Results of Operations and Financial Condition.
On May 5, 2018, Berkshire Hathaway Inc. issued a press release announcing the Company’s earnings for the first quarter ended March 31, 2018. 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 5, 2018, 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 three items acted on at that meeting as follows: 1) Election of Directors; 2) a shareholder proposal requesting the issuance of a report to review Berkshire’s policies, to measure, monitor, mitigate, disclose and set quantitative reduction targets for methane emissions resulting from all operations; and 3) a shareholder proposal requesting the adoption of a policy to encourage more Berkshire subsidiary companies to issue annual sustainability reports. Berkshire’s shareholders reelected all of Berkshire’s directors in an uncontested election. Following are the votes cast for and against each director.
The results of the other matters acted upon at the meeting were as follows.
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For |
Against |
Abstain |
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Proposal 2 – Shareholder proposal |
52,382 | 563,405 | 13,367 |
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For |
Against |
Abstain |
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Proposal 3 – Shareholder proposal |
72,060 | 548,598 | 8,495 |
ITEM 9.01 Financial Statements and Exhibits
Exhibit 99.1 Berkshire Hathaway Inc. Earnings Release Dated May 5, 2018.
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 8, 2018 | BERKSHIRE HATHAWAY INC. | |||
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/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.
NEWS RELEASE
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FOR IMMEDIATE RELEASE |
May 5, 2018 |
Omaha, NE (BRK.A; BRK.B) –
Berkshire’s operating results for the first quarter of 2018 and 2017 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 quarter of 2018 and 2017 are summarized below. Earnings are stated on an after-tax basis. (Dollar amounts are in millions, except for per share amounts).
| First Quarter | ||||||||
| 2018 | 2017 | |||||||
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Net earnings (loss) attributable to Berkshire shareholders |
$ | (1,138 | ) | $ | 4,060 | |||
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Net earnings (loss) includes: |
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Investment and derivative gains/losses – |
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Investments |
(6,263 | ) | 205 | |||||
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Derivatives |
(163 | ) | 299 | |||||
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| (6,426 | ) | 504 | ||||||
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Operating earnings |
5,288 | 3,556 | ||||||
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Net earnings (loss) attributable to Berkshire shareholders |
$ | (1,138 | ) | $ | 4,060 | |||
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Net earnings (loss) per Class A equivalent share attributable to Berkshire shareholders |
$ | (692 | ) | $ | 2,469 | |||
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Average Class A equivalent shares outstanding |
1,644,958 | 1,644,425 | ||||||
Note: Per share amounts for the Class B shares are 1/1,500 th of those shown for the Class A.
In 2018, due to a change in Generally Accepted Accounting Principles (“GAAP”), 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 earnings statements. In the table above, investment gains/losses in 2018 include a loss of approximately $6.2 billion due to changes during the first quarter of 2018 in the unrealized gains/losses of equity security investments held at March 31, 2018. In 2017 and in prior years, while changes in unrealized gains/losses were reflected in our shareholders’ equity, they were not included in our earnings statements. Accordingly, the following statement which has been included in each of Berkshire’s earnings releases for many years is even more important when analyzing Berkshire’s periodic results. The amount of investment gains/losses in any given quarter is usually meaningless.
An analysis of Berkshire’s operating earnings follows (dollar amounts are in millions).
| First Quarter | ||||||||
| 2018 | 2017 | |||||||
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Insurance-underwriting |
$ | 407 | $ | (267 | ) | |||
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Insurance-investment income |
1,012 | 908 | ||||||
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Railroad, utilities and energy |
1,730 | 1,318 | ||||||
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Other businesses |
2,196 | 1,608 | ||||||
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Other |
(57 | ) | (11 | ) | ||||
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Operating earnings |
$ | 5,288 | $ | 3,556 | ||||
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At March 31, 2018, our book value per Class A equivalent share was $211,184. Insurance float (the net liabilities we assume under insurance contracts) at March 31, 2018 was approximately $116 billion, an increase of $2 billion since yearend 2017.
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, finance, 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.
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Contact
Marc D. Hamburg
402-346-1400