Berkshire Hathaway 10-Q 2024-09-30
Filed 2024-11-04. 8 sections, 244K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(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, 2024
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 0.000% Senior Notes due 2025 1.125% Senior Notes due 2027 2.150% Senior Notes due 2028 1.500% Senior Notes due 2030 2.000% Senior Notes due 2034 1.625% Senior Notes due 2035 2.375% Senior Notes due 2039 0.500% Senior Notes due 2041 2.625% Senior Notes due 2059 | BRK.A BRK.B BRK25 BRK27 BRK28 BRK30 BRK34 BRK35 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 |
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 21, 2024:
| Class A — | 551,977 |
| Class B — | 1,328,446,516 |
BERKSHIRE HATHAWAY INC.
Part I Financia****l Information
Item 1. Financial Statements
BERKSHIRE HATHAWAY INC.
and Subsidiaries
CONSOLIDATED BA****LANCE SHEETS
(dollars in millions)
| September 30, 2024 | December 31, 2023 | ||||||
| (Unaudited) | |||||||
| ASSETS | |||||||
| Insurance and Other: | |||||||
| Cash and cash equivalents* | $ | 32,287 | $ | 33,672 | |||
| Short-term investments in U.S. Treasury Bills | 288,031 | 129,619 | |||||
| Investments in fixed maturity securities | 16,042 | 23,758 | |||||
| Investments in equity securities | 271,650 | 353,842 | |||||
| Equity method investments | 30,133 | 29,066 | |||||
| Loans and finance receivables | 27,106 | 24,681 | |||||
| Other receivables | 45,458 | 44,174 | |||||
| Inventories | 23,617 | 24,159 | |||||
| Property, plant and equipment | 22,300 | 22,030 | |||||
| Equipment held for lease | 17,796 | 16,947 | |||||
| Goodwill | 50,946 | 50,868 | |||||
| Other intangible assets | 28,797 | 29,327 | |||||
| Deferred charges - retroactive reinsurance | 8,885 | 9,495 | |||||
| Other | 20,959 | 19,568 | |||||
| 884,007 | 811,206 | ||||||
| Railroad, Utilities and Energy: | |||||||
| Cash and cash equivalents* | 4,894 | 4,350 | |||||
| Receivables | 6,588 | 7,086 | |||||
| Property, plant and equipment | 182,176 | 177,616 | |||||
| Goodwill | 33,662 | 33,758 | |||||
| Regulatory assets | 5,452 | 5,565 | |||||
| Other | 30,472 | 30,397 | |||||
| 263,244 | 258,772 | ||||||
| $ | 1,147,251 | $ | 1,069,978 |
——————
*** Includes U.S. Treasury Bills *with maturities of three months or less when purchased of $*3.6 *billion at September 30, 2024 and $*4.8 billion at December 31, 2023.
See accompanying Notes to Consolidated Financial Statements
BERKSHIRE HATHAWAY INC.
and Subsidiaries
CON****SOLIDATED BALANCE SHEETS
(dollars in millions)
| September 30, 2024 | December 31, 2023 | ||||||
| (Unaudited) | |||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
| Insurance and Other: | |||||||
| Unpaid losses and loss adjustment expenses | $ | 115,836 | $ | 111,082 | |||
| Unpaid losses and loss adjustment expenses - retroactive reinsurance contracts | 33,060 | 34,647 | |||||
| Unearned premiums | 32,997 | 30,507 | |||||
| Life, annuity and health insurance benefits | 18,612 | 20,213 | |||||
| Other policyholder liabilities | 11,107 | 11,545 | |||||
| Accounts payable, accruals and other liabilities | 34,724 | 32,402 | |||||
| Payable for purchases of U.S. Treasury Bills | 14,868 | — | |||||
| Aircraft repurchase liabilities and unearned lease revenues | 8,941 | 8,253 | |||||
| Notes payable and other borrowings | 43,651 | 42,692 | |||||
| 313,796 | 291,341 | ||||||
| Railroad, Utilities and Energy: | |||||||
| Accounts payable, accruals and other liabilities | 21,769 | 22,461 | |||||
| Regulatory liabilities | 6,917 | 6,818 | |||||
| Notes payable and other borrowings | 80,856 | 85,579 | |||||
| 109,542 | 114,858 | ||||||
| Income taxes, principally deferred | 92,107 | 93,009 | |||||
| Total liabilities | 515,445 | 499,208 | |||||
| Redeemable noncontrolling interests | — | 3,261 | |||||
| Shareholders’ equity: | |||||||
| Common stock | 8 | 8 | |||||
| Capital in excess of par value | 35,478 | 34,480 | |||||
| Accumulated other comprehensive income | (3,692 | ) | (3,763 | ) | |||
| Retained earnings | 676,524 | 607,350 | |||||
| Treasury stock, at cost | (79,249 | ) | (76,802 | ) | |||
| Berkshire Hathaway shareholders’ equity | 629,069 | 561,273 | |||||
| Noncontrolling interests | 2,737 | 6,236 | |||||
| Total shareholders’ equity | 631,806 | 567,509 | |||||
| $ | 1,147,251 | $ | 1,069,978 |
See accompanying Notes to Consolidated Financial Statements
BERKSHIRE HATHAWAY INC.
and Subsidiaries
CONSOLIDATED STATEM****ENTS OF EARNINGS
(dollars in millions except per share amounts)
(Unaudited)
| Third Quarter | First Nine Months | |||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Revenues: | ||||||||||||
| Insurance and Other: | ||||||||||||
| Insurance premiums earned | $ | 22,055 | $ | 21,360 | $ | 65,482 | $ | 61,717 | ||||
| Sales and service revenues | 38,863 | 39,456 | 115,227 | 116,970 | ||||||||
| Leasing revenues | 2,315 | 2,104 | 6,845 | 6,227 | ||||||||
| Interest, dividend and other investment income | 5,896 | 4,047 | 15,450 | 11,122 | ||||||||
| 69,129 | 66,967 | 203,004 | 196,036 | |||||||||
| Railroad, Utilities and Energy: | ||||||||||||
| Freight rail transportation revenues | 5,885 | 5,828 | 17,242 | 17,637 | ||||||||
| Utility and energy operating revenues | 16,598 | 19,033 | 52,336 | 53,543 | ||||||||
| Service revenues and other income | 1,383 | 1,382 | 3,935 | 3,890 | ||||||||
| 23,866 | 26,243 | 73,513 | 75,070 | |||||||||
| Total revenues | 92,995 | 93,210 | 276,517 | 271,106 | ||||||||
| Investment gains (losses) | 20,514 | (29,778 | ) | 46,247 | 38,041 | |||||||
| Costs and expenses: | ||||||||||||
| Insurance and Other: | ||||||||||||
| Insurance losses and loss adjustment expenses | 15,163 | 13,719 | 42,718 | 42,029 | ||||||||
| Life, annuity and health benefits | 925 | 1,144 | 2,824 | 3,057 | ||||||||
| Insurance underwriting expenses | 4,934 | 3,496 | 12,733 | 10,812 | ||||||||
| Cost of sales and services | 30,323 | 31,049 | 90,109 | 91,989 | ||||||||
| Cost of leasing | 1,774 | 1,489 | 5,204 | 4,423 | ||||||||
| Selling, general and administrative expenses | 7,324 | 5,120 | 17,292 | 15,727 | ||||||||
| Interest expense | 315 | 311 | 961 | 953 | ||||||||
| 60,758 | 56,328 | 171,841 | 168,990 | |||||||||
| Railroad, Utilities and Energy: | ||||||||||||
| Freight rail transportation expenses | 3,855 | 4,038 | 11,705 | 12,213 | ||||||||
| Utility and energy cost of sales and other expenses | 14,607 | 18,249 | 47,694 | 50,254 | ||||||||
| Other expenses | 1,104 | 1,089 | 3,341 | 3,149 | ||||||||
| Interest expense | 899 | 949 | 2,799 | 2,774 | ||||||||
| 20,465 | 24,325 | 65,539 | 68,390 | |||||||||
| Total costs and expenses | 81,223 | 80,653 | 237,380 | 237,380 | ||||||||
| Earnings (loss) before income taxes and equity method earnings | 32,286 | (17,221 | ) | 85,384 | 71,767 | |||||||
| Equity method earnings | 222 | 262 | 967 | 1,461 | ||||||||
| Earnings (loss) before income taxes | 32,508 | (16,959 | ) | 86,351 | 73,228 | |||||||
| Income tax expense (benefit) | 6,028 | (4,392 | ) | 16,541 | 13,839 | |||||||
| Net earnings (loss) | 26,480 | (12,567 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Insurance—Underwriting
Berkshire Hathaway Reinsurance Group
Property/casualty
A summary of property/casualty reinsurance underwriting results follows (dollars in millions).
| Third Quarter | First Nine Months | ||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||
| Amount | % | Amount | % | Amount | % | Amount | % | ||||||||||||||||||||||||
| Premiums written | $ | 5,446 | $ | 5,441 | $ | 17,448 | $ | 17,575 | |||||||||||||||||||||||
| Premiums earned | $ | 5,453 | 100.0 | $ | 5,739 | 100.0 | $ | 16,496 | 100.0 | $ | 16,213 | 100.0 | |||||||||||||||||||
| Losses and loss adjustment expenses | 3,282 | 60.2 | 2,918 | 50.8 | 9,399 | 57.0 | 9,098 | 56.1 | |||||||||||||||||||||||
| Underwriting expenses | 2,010 | 36.8 | 1,333 | 23.3 | 4,906 | 29.7 | 4,113 | 25.4 | |||||||||||||||||||||||
| Total losses and expenses | 5,292 | 97.0 | 4,251 | 74.1 | 14,305 | 86.7 | 13,211 | 81.5 | |||||||||||||||||||||||
| Pre-tax underwriting earnings | $ | 161 | $ | 1,488 | $ | 2,191 | $ | 3,002 |
Premiums written were relatively unchanged in the third quarter and first nine months of 2024 compared to 2023. Premiums written in the first nine months of 2024 reflected net reductions in property volumes, substantially offset by generally higher rates, new business and increased participations in certain casualty lines. Premiums earned decreased 5.0% in the third quarter and 1.7% in the first nine months of 2024 compared to 2023. We generally do not retrocede the risks we assume. Our periodic underwriting earnings may be subject to considerable volatility from the timing and magnitude of significant catastrophe loss events.
Losses and loss adjustment expenses increased $364 million (12.5%) in the third quarter and $301 million (3.3%) in the first nine months of 2024 versus 2023. The loss ratio increased 9.4 percentage points in the third quarter and 0.9 percentage points in the first nine months of 2024 compared to 2023. In 2024, losses from significant catastrophe events (Hurricane Helene) were approximately $380 million. Losses from significant catastrophe events were approximately $550 million in the first nine months of 2023. Reductions in liabilities for losses and loss adjustment expenses attributable to prior accident years were $1.2 billion in the first nine months of 2024, mostly attributable to lower than expected property losses, compared to $1.5 billion in 2023 attributable to both property and casualty losses.
Underwriting expenses increased $677 million (50.8%) in the third quarter and $793 million (19.3%) in the first nine months of 2024 compared to 2023. In September of 2024, NICO recorded a pre-tax charge in underwriting expenses of $490 million in connection with a settlement agreement reached concerning certain non-insurance affiliates that filed voluntary petitions under Chapter 11 of the bankruptcy code in the United States Bankruptcy Court for the District of New Jersey in 2023. See Note 23 to the accompanying Consolidated Financial Statements. Underwriting expenses also included pre-tax foreign currency exchange losses from the remeasurement of certain non-U.S. Dollar denominated liabilities of $171 million in the third quarter and $120 million in the first nine months of 2024 compared to gains of $114 million in the third quarter and losses of $78 million in the first nine months of 2023. Before these items, underwriting expenses decreased $98 million in the third quarter and increased $261 million in the first nine months of 2024 compared to 2023.
Life/health
A summary of our life/health reinsurance underwriting results follows (dollars in millions).
| Third Quarter | First Nine Months | ||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||
| Amount | % | Amount | % | Amount | % | Amount | % | ||||||||||||||||||||||||
| Premiums written | $ | 1,246 | $ | 1,332 | $ | 3,703 | $ | 3,685 | |||||||||||||||||||||||
| Premiums earned | $ | 1,218 | 100.0 | $ | 1,328 | 100.0 | $ | 3,667 | 100.0 | $ | 3,677 | 100.0 | |||||||||||||||||||
| Life and health benefits | 817 | 67.1 | 1,034 | 77.9 | 2,492 | 68.0 | 2,732 | 74.3 | |||||||||||||||||||||||
| Underwriting expenses | 303 | 24.9 | 244 | 18.3 | 896 | 24.4 | 711 | 19.3 | |||||||||||||||||||||||
| Total benefits and expenses | 1,120 | 92.0 | 1,278 | 96.2 | 3,388 | 92.4 | 3,443 | 93.6 | |||||||||||||||||||||||
| Pre-tax underwriting earnings | $ | 98 | $ | 50 | $ | 279 | $ | 234 |
Premiums earned in the first nine months of 2023 included a reduction of $161 million attributable to the commutations of several U.S. life contracts in the first quarter. Otherwise, premiums earned declined $110 million (8.3%) in the third quarter and $171 million (4.5%) in the first nine months compared to 2023, primarily attributable to reductions in non-U.S. life business.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Insurance—Underwriting
Berkshire Hathaway Reinsurance Group
Life/health
Pre-tax underwriting earnings increased $48 million in the third quarter and $45 million in the first nine months of 2024 compared to 2023. Earnings included gains of $50 million from life contract commutations in the first nine months of 2024 and $139 million in the first nine months of 2023. Otherwise, underwriting earnings in the first nine months of 2024 increased $134 million over 2023, reflecting increased earnings from U.S life business, partly offset by increased losses on long-term care business.
Retroactive reinsurance
Pre-tax underwriting losses from retroactive reinsurance derive from deferred charge amortization, changes in the estimated timing and amounts of future claim payments and foreign currency exchange gains and losses attributable to non-U.S. Dollar denominated contracts. Changes in foreign currency exchange rates produced pre-tax losses of $75 million in the first nine months of 2024 and pre-tax gains of $38 million in the corresponding 2023 period. Pre-tax underwriting losses before foreign currency effects were $498 million in the first nine months of 2024 compared to $622 million in 2023. The decline was primarily attributable to net reductions in estimated ultimate claim liabilities for contracts written in prior years.
Unpaid losses assumed under retroactive reinsurance contracts declined $1.6 billi
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Reference is made to Berkshire’s Annual Report on Form 10-K for the year ended December 31, 2023 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, 2024, there were no material changes in the market risks described in Berkshire’s Annual Report.
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 financial condition or results of operations.
Reference is made to Note 23 to the accompanying Consolidated Financial Statements for information concerning certain litigation involving Berkshire subsidiaries. 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 currently 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, 2023, 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, believes that the repurchase price is below Berkshire’s intrinsic value, conservatively determined. Repurchases may be in the open market or through privately negotiated transactions. No Class A or Class B shares were repurchased in the third quarter of 2024.
| 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 | — | $ | — | — | * | |||||
| Class B common stock | — | $ | — | — | * | |||||
| August | ||||||||||
| Class A common stock | — | $ | — | — | * | |||||
| Class B common stock | — | $ | — | — | * | |||||
| September | ||||||||||
| Class A common stock | — | $ | — | — | * | |||||
| Class B common stock | — | $ | — | — | * |
——————
** 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 value of Berkshire’s consolidated cash, cash equivalents and U.S. Treasury Bills holdings to less than $30 billion.*
Item 3. Defaults Upo****n Senior Securities
None
Item 4. Mine Safe****ty 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
Berkshire has not adopted a Rule 10b5-1 trading arrangement (as defined in Item 408(a)(1)(i) of Regulation S-K) and no directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the third quarter of 2024.
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) | Amended and Restated By-Laws Incorporated by reference to Exhibit 3(ii) to Form 8-K filed on May 10, 2023. |
| 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, 2024, 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) |
SIGNAT****URE
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 2, 2024 | /S/ MARC D. HAMBURG | |
| (Signature) | ||
| Marc D. Hamburg, | ||
| Senior Vice President and | ||
| Principal Financial Officer |