Berkshire Hathaway 10-Q 2021-09-30
Filed 2021-11-08. 8 sections, 216K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the quarterly period ended September 30, 2021
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from to
Commission file number 001-14905
BERKSHIRE HATHAWAY INC.
(Exact name of registrant as specified in its charter)
| Delaware | 47-0813844 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
3555 Farnam Street, Omaha, Nebraska 68131
(Address of principal executive office) (Zip Code)
(402) 346-1400
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered |
| Class A Common Stock Class B Common Stock 0.750% Senior Notes due 2023 1.125% Senior Notes due 2027 1.625% Senior Notes due 2035 1.300% Senior Notes due 2024 2.150% Senior Notes due 2028 0.625% Senior Notes due 2023 0.000% Senior Notes due 2025 2.375% Senior Notes due 2039 0.500% Senior Notes due 2041 2.625% Senior Notes due 2059 | BRK.A BRK.B BRK23 BRK27 BRK35 BRK24 BRK28 BRK23A BRK25 BRK39 BRK41 BRK59 | New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| 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. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
Number of shares of common stock outstanding as of October 27, 2021:
| Class A — | 619,938 |
|---|---|
| Class B — | 1,303,476,707 |
BERKSHIRE HATHAWAY INC.
Part I Financial Information
Item 1. Financial Statements
BERKSHIRE HATHAWAY INC.
and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(dollars in millions)
| September 30, 2021 | December 31, 2020 | ||||||
|---|---|---|---|---|---|---|---|
| (Unaudited) | |||||||
| ASSETS | |||||||
| Insurance and Other: | |||||||
| Cash and cash equivalents* | $ | 65,156 | $ | 44,714 | |||
| Short-term investments in U.S. Treasury Bills | 79,209 | 90,300 | |||||
| Investments in fixed maturity securities | 18,125 | 20,410 | |||||
| Investments in equity securities | 310,739 | 281,170 | |||||
| Equity method investments | 16,658 | 17,303 | |||||
| Loans and finance receivables | 20,397 | 19,201 | |||||
| Other receivables | 37,277 | 32,310 | |||||
| Inventories | 20,191 | 19,208 | |||||
| Property, plant and equipment | 20,722 | 21,200 | |||||
| Equipment held for lease | 14,752 | 14,601 | |||||
| Goodwill | 47,090 | 47,121 | |||||
| Other intangible assets | 28,643 | 29,462 | |||||
| Deferred charges under retroactive reinsurance contracts | 11,732 | 12,441 | |||||
| Other | 16,301 | 14,580 | |||||
| 706,992 | 664,021 | ||||||
| Railroad, Utilities and Energy: | |||||||
| Cash and cash equivalents* | 4,833 | 3,276 | |||||
| Receivables | 4,324 | 3,542 | |||||
| Property, plant and equipment | 153,401 | 151,216 | |||||
| Goodwill | 26,680 | 26,613 | |||||
| Regulatory assets | 3,842 | 3,440 | |||||
| Other | 20,686 | 21,621 | |||||
| 213,766 | 209,708 | ||||||
| $ | 920,758 | $ | 873,729 |
| *** | Includes U.S. Treasury Bills with maturities of three months or less when purchased of $37.9 billion at September 30, 2021 and $23.2 billion at December 31, 2020. |
|---|
See accompanying Notes to Consolidated Financial Statements
BERKSHIRE HATHAWAY INC.
and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(dollars in millions)
| September 30, 2021 | December 31, 2020 | ||||||
|---|---|---|---|---|---|---|---|
| (Unaudited) | |||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
| Insurance and Other: | |||||||
| Unpaid losses and loss adjustment expenses | $ | 85,754 | $ | 79,854 | |||
| Unpaid losses and loss adjustment expenses under retroactive reinsurance contracts | 39,721 | 40,966 | |||||
| Unearned premiums | 25,239 | 21,395 | |||||
| Life, annuity and health insurance benefits | 22,409 | 21,616 | |||||
| Other policyholder liabilities | 8,863 | 8,670 | |||||
| Accounts payable, accruals and other liabilities | 31,154 | 29,279 | |||||
| Derivative contract liabilities | 286 | 1,065 | |||||
| Aircraft repurchase liabilities and unearned lease revenues | 5,840 | 5,856 | |||||
| Notes payable and other borrowings | 39,645 | 41,522 | |||||
| 258,911 | 250,223 | ||||||
| Railroad, Utilities and Energy: | |||||||
| Accounts payable, accruals and other liabilities | 15,978 | 15,224 | |||||
| Regulatory liabilities | 7,226 | 7,475 | |||||
| Notes payable and other borrowings | 75,320 | 75,373 | |||||
| 98,524 | 98,072 | ||||||
| Income taxes, principally deferred | 82,248 | 74,098 | |||||
| Total liabilities | 439,683 | 422,393 | |||||
| Shareholders’ equity: | |||||||
| Common stock | 8 | 8 | |||||
| Capital in excess of par value | 35,603 | 35,626 | |||||
| Accumulated other comprehensive income | (4,834 | ) | (4,243 | ) | |||
| Retained earnings | 494,775 | 444,626 | |||||
| Treasury stock, at cost | (53,072 | ) | (32,853 | ) | |||
| Berkshire Hathaway shareholders’ equity | 472,480 | 443,164 | |||||
| Noncontrolling interests | 8,595 | 8,172 | |||||
| Total shareholders’ equity | 481,075 | 451,336 | |||||
| $ | 920,758 | $ | 873,729 |
See accompanying Notes to Consolidated Financial Statements
BERKSHIRE HATHAWAY INC.
and Subsidiaries
CONSOLIDATED STATEMENTS OF EARNINGS
(dollars in millions except per share amounts)
(Unaudited)
| Third Quarter | First Nine Months | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | ||||||||||||
| Revenues: | |||||||||||||||
| Insurance and Other: | |||||||||||||||
| Insurance premiums earned | $ | 17,727 | $ | 15,913 | $ | 51,314 | $ | 47,256 | |||||||
| Sales and service revenues | 36,722 | 32,703 | 107,163 | 93,332 | |||||||||||
| Leasing revenues | 1,565 | 1,316 | 4,336 | 3,905 | |||||||||||
| Interest, dividend and other investment income | 1,795 | 1,717 | 5,544 | 6,143 | |||||||||||
| 57,809 | 51,649 | 168,357 | 150,636 | ||||||||||||
| Railroad, Utilities and Energy: | |||||||||||||||
| Freight rail transportation revenues | 5,761 | 5,148 | 16,917 | 15,101 | |||||||||||
| Energy operating revenues | 5,225 | 4,451 | 14,375 | 11,504 | |||||||||||
| Service revenues and other income | 1,788 | 1,776 | 4,647 | 3,888 | |||||||||||
| 12,774 | 11,375 | 35,939 | 30,493 | ||||||||||||
| Total revenues | 70,583 | 63,024 | 204,296 | 181,129 | |||||||||||
| Investment and derivative contract gains | 4,921 | 31,582 | 38,015 | 1,392 | |||||||||||
| Costs and expenses: | |||||||||||||||
| Insurance and Other: | |||||||||||||||
| Insurance losses and loss adjustment expenses | 13,939 | 11,667 | 37,078 | 32,712 | |||||||||||
| Life, annuity and health insurance benefits | 1,568 | 1,311 | 4,507 | 4,101 | |||||||||||
| Insurance underwriting expenses | 3,239 | 3,228 | 9,318 | 9,219 | |||||||||||
| Cost of sales and services | 28,984 | 25,957 | 84,275 | 74,565 | |||||||||||
| Cost of leasing | 1,116 | 854 | 2,980 | 2,605 | |||||||||||
| Selling, general and administrative expenses | 4,889 | 5,181 | 13,844 | 14,304 | |||||||||||
| Goodwill and intangible asset impairments | — | 25 | — | 10,659 | |||||||||||
| Interest expense | 286 | 263 | 860 | 817 | |||||||||||
| 54,021 | 48,486 | 152,862 | 148,982 | ||||||||||||
| Railroad, Utilities and Energy: | |||||||||||||||
| Freight rail transportation expenses | 3,527 | 3,161 | 10,625 | 9,625 | |||||||||||
| Utilities and energy cost of sales and other expenses | 3,497 | 3,101 | 10,306 | 8,326 | |||||||||||
| Other expenses | 1,582 | 1,481 | 4,238 | 3,422 | |||||||||||
| Interest expense | 770 | 737 | 2,322 | 2,209 | |||||||||||
| 9,376 | 8,480 | 27,491 | 23,582 | ||||||||||||
| Total costs and expenses | 63,397 | 56,966 | 180,353 | 172,564 | |||||||||||
| Earnings before income taxes and equity method earnings | 12,107 | 37,640 | 61,958 | 9,957 | |||||||||||
| Equity method earnings | 377 | 290 | 775 | 333 | |||||||||||
| Earnings before income taxes | 12,484 | 37,930 | 62,733 | 10,290 | |||||||||||
| Income tax expense | 1,840 | 7,517 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Insurance—Underwriting (Continued)
Berkshire Hathaway Reinsurance Group (Continued)
Property/casualty
A summary of property/casualty reinsurance underwriting results follows (dollars in millions).
| Third Quarter | First Nine Months | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||||||||||
| Amount | % | Amount | % | Amount | % | Amount | % | ||||||||||||||||||||||||
| Premiums written | $ | 4,115 | $ | 3,960 | $ | 11,924 | $ | 11,011 | |||||||||||||||||||||||
| Premiums earned | $ | 3,637 | 100.0 | $ | 3,428 | 100.0 | $ | 10,385 | 100.0 | $ | 8,859 | 100.0 | |||||||||||||||||||
| Losses and loss adjustment expenses | 2,986 | 82.1 | 2,544 | 74.2 | 7,689 | 74.0 | 7,241 | 81.7 | |||||||||||||||||||||||
| Underwriting expenses | 898 | 24.7 | 785 | 22.9 | 2,575 | 24.8 | 2,324 | 26.3 | |||||||||||||||||||||||
| Total losses and expenses | 3,884 | 106.8 | 3,329 | 97.1 | 10,264 | 98.8 | 9,565 | 108.0 | |||||||||||||||||||||||
| Pre-tax underwriting earnings (loss) | $ | (247 | ) | $ | 99 | $ | 121 | $ | (706 | ) |
Premiums written increased $155 million (3.9%) in the third quarter and $913 million (8.3%) in the first nine months of 2021 compared to the same periods in 2020. The increases reflected net new business, increased participations on renewals, improved prices and favorable foreign currency translation effects.
Losses and loss adjustment expenses increased $442 million (17.4%) in the third quarter and $448 million (6.2%) in the first nine months of 2021 compared to 2020. The loss ratio increased 7.9 percentage points in the third quarter and decreased 7.7 percentage points in the first nine months of 2021 compared to 2020. Losses and loss adjustment expenses in 2021 included provisions for estimated liabilities arising from significant catastrophe events of approximately $1.5 billion in the third quarter and $1.9 billion in the first nine months. These provisions were attributable to Hurricane Ida and flooding in Europe in the third quarter and Winter Storm Uri in the first quarter. Estimated losses attributable to significant catastrophes in 2020 were approximately $300 million and derived from Hurricanes Laura and Sally in the third quarter.
Losses incurred in the first nine months of 2021 also included $564 million from a net decrease in estimated ultimate liabilities for prior years’ loss events. Losses and loss adjustment expenses in 2020 included a year-to-date net increase in estimated ultimate liabilities for prior years’ loss events of $342 million and losses attributable to the COVID-19 pandemic of $113 million in the third quarter and $688 million in the first nine months.
Underwriting expenses are primarily commissions and brokerage costs. The expense ratio in 2021 increased 1.8 percentage points in the third quarter and decreased 1.5 percentage points in the first nine months compared to the same periods in 2020, attributable to changes in business mix.
Life/health
A summary of our life/health reinsurance underwriting results follows (dollars in millions).
| Third Quarter | First Nine Months | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||||||||||
| Amount | % | Amount | % | Amount | % | Amount | % | ||||||||||||||||||||||||
| Premiums written | $ | 1,332 | $ | 1,383 | $ | 3,929 | $ | 4,153 | |||||||||||||||||||||||
| Premiums earned | $ | 1,328 | 100.0 | $ | 1,378 | 100.0 | $ | 3,932 | 100.0 | $ | 4,147 | 100.0 | |||||||||||||||||||
| Life and health insurance benefits | 1,247 | 93.9 | 1,142 | 82.9 | 3,733 | 94.9 | 3,328 | 80.3 | |||||||||||||||||||||||
| Underwriting expenses | 262 | 19.7 | 219 | 15.9 | 721 | 18.4 | 756 | 18.2 | |||||||||||||||||||||||
| Total benefits and expenses | 1,509 | 113.6 | 1,361 | 98.8 | 4,454 | 113.3 | 4,084 | 98.5 | |||||||||||||||||||||||
| Pre-tax underwriting earnings (loss) | $ | (181 | ) | $ | 17 | $ | (522 | ) | $ | 63 |
Life/health premiums written decreased 3.7% in the third quarter and 5.4% in the first nine months of 2021 compared to 2020. Premiums written in 2020 included $131 million in the third quarter and $497 million in the first nine months from a policy that covered U.S. health insurance risks that did not renew in 2021. Otherwise, premiums written in the first nine months of 2021 increased 7.7% versus 2020, primarily due to favorable foreign currency translation effects. Underwriting results in the third quarter and first nine months of 2021 were negatively affected by significant increases in mortality in the U.S., South Africa, India and Latin America due to the pandemic. Underwriting results in 2020 reflected COVID-19-related claim estimates of $68 million in the third quarter and $172 million in the first nine months, as well as from increased liabilities from changes in underlying assumptions in estimating disability benefit liabilities in Australia.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Insurance—Underwriting (Continued)
Berkshire Hathaway Reinsurance Group (Continued)
Retroactive reinsurance
Pre-tax underwriting losses in each period derived from the amortization of deferred charges and changes in the estimated timing and amounts of future claim payments. Underwriting results also include foreign currency exchange gains and losses from the effects of changes in foreign currency exchange rates on non-U.S. Dollar denominated liabilities of our U.S. subsidiaries. Before foreign currency exchange effects, pre-tax underwriting losses were $227 million in the third quarter and $690 million in the first nine months of 2021 compared to $282 million in the third quarter and $874 million in the first nine months of 2020. Foreign currency exchange gains were $69 million in the third quarter and $70 million in the first nine months of 2021 compared to losses of $112 million in the third quarter and $22 million in the first nine months of 2020.
Gross unpaid losses assumed under retroactive reinsurance contracts were $39.7 billion at September 30, 2021, declining $1.2 billion since December 31, 2020, primarily due to loss payments. Unamortized deferred charges related to such reinsurance contracts were $11.7 billion at September 30, 2021, a decline of $709 million since December 31, 2020, primarily attributable to amortization. Deferred charge amortization will be charged to earnings over the expected remaining claims settlement periods.
Periodic payment annuity
Periodic payment annuity premiums earned increased $123 million (180.9%) in the third quarter and $49 million (12.0%) in the first nine months of 2021 compared to 2020. Periodic payment annuity business is both price and demand sensitive. Our prem
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Reference is made to Berkshire’s most recently issued Annual Report and in particular the “Market Risk Disclosures” included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” As of September 30, 2021, there were no material changes in the market risks described in Berkshire’s Annual Report on Form 10-K for the year ended December 31, 2020.
Item 4. Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chairman (Chief Executive Officer) and the Senior Vice President (Chief Financial Officer), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chairman (Chief Executive Officer) and the Senior Vice President (Chief Financial Officer) concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic SEC filings. During the quarter, there have been no significant changes in the Company’s internal control over financial reporting or in other factors that could significantly affect internal control over financial reporting.
Part II Other Information
Item 1. Legal Proceedings
Berkshire and its subsidiaries are parties in a variety of legal actions that routinely arise out of the normal course of business, including legal actions seeking to establish liability directly through insurance contracts or indirectly through reinsurance contracts issued by Berkshire subsidiaries. Plaintiffs occasionally seek punitive or exemplary damages. We do not believe that such normal and routine litigation will have a material effect on our consolidated financial condition or results of operations. Berkshire and certain of its subsidiaries are also involved in other kinds of legal actions, some of which assert or may assert claims or seek to impose fines and penalties. We believe that any liability that may arise as a result of other pending legal actions will not have a material effect on our consolidated financial condition or results of operations.
Item 1A. Risk Factors
Our significant business risks are described in Item 1A to Form 10-K for the year ended December 31, 2020, to which reference is made herein. The risks and uncertainties we describe are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business or operations. Any adverse effect on our business, financial condition or operating results could result in a decline in the value of our securities and the loss of all or part of your investment.
Item 2. Unregistered Sales of Equity Securities and Use o****f Proceeds and Issuer Repurchases of Equity Securities
Berkshire’s common stock repurchase program permits Berkshire to repurchase its Class A and Class B shares any time that Warren Buffett, Berkshire’s Chairman of the Board and Chief Executive Officer, and Charles Munger, Vice Chairman of the Board, believe that the repurchase price is below Berkshire’s intrinsic value, conservatively determined. Repurchases may be in the open market or through privately negotiated transactions. Information with respect to Berkshire’s Class A and Class B common stock repurchased during the third quarter of 2021 follows.
| Period | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced program | Maximum number or value of shares that yet may be repurchased under the program | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| July | |||||||||||||
| Class A common stock | 938 | $ | 420,100.50 | 938 | * | ||||||||
| Class B common stock | 6,387,847 | $ | 278.13 | 6,387,847 | * | ||||||||
| August | |||||||||||||
| Class A common stock | 868 | $ | 430,704.66 | 868 | * | ||||||||
| Class B common stock | 6,535,695 | $ | 285.41 | 6,535,695 | * | ||||||||
| September | |||||||||||||
| Class A common stock | 1,323 | $ | 419,236.93 | 1,323 | * | ||||||||
| Class B common stock | 9,580,995 | $ | 277.74 | 9,580,995 | * |
| * | The program does not specify a maximum number of shares to be repurchased or obligate Berkshire to repurchase any specific dollar amount or number of Class A or Class B shares and there is no expiration date to the repurchase program. Berkshire will not repurchase its common stock if the repurchases reduce the total value of Berkshire’s consolidated cash, cash equivalents and U.S. Treasury Bills holdings to less than $30 billion. |
|---|
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Information regarding the Company’s mine safety violations and other legal matters disclosed in accordance with Section 1503(a) of the Dodd-Frank Reform Act is included in Exhibit 95 to this Form 10-Q.
Item 5. Other Information
None
Item 6. Exhibits
| a. Exhibits | |
| 3(i) | Restated Certificate of Incorporation Incorporated by reference to Exhibit 3(i) to Form 10-K filed on March 2, 2015. |
| 3(ii) | By-Laws Incorporated by reference to Exhibit 3(ii) to Form 8-K filed on August 4, 2016. |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certifications |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certifications |
| 32.1 | Section 1350 Certifications |
| 32.2 | Section 1350 Certifications |
| 95 | Mine Safety Disclosures |
| 101 | The following financial information from Berkshire Hathaway Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in iXBRL (Inline Extensible Business Reporting Language) includes: (i) the Cover Page (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Earnings, (iv) the Consolidated Statements of Comprehensive Income, (v) the Consolidated Statements of Changes in Shareholders’ Equity, (vi) the Consolidated Statements of Cash Flows, and (vii) the Notes to Consolidated Financial Statements, tagged in summary and detail. |
| 104 | Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
| BERKSHIRE HATHAWAY INC. | ||
|---|---|---|
| (Registrant) | ||
| Date: November 6, 2021 | /S/ MARC D. HAMBURG | |
| (Signature) | ||
| Marc D. Hamburg, | ||
| Senior Vice President and | ||
| Principal Financial Officer |