10-K 1 FORM 10-K FOR FISCAL YEAR PERIOD ENDED 12/31/94 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] FOR THE FISCAL YEAR PERIOD ENDED December 31, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE TRANSITION PERIOD FROM ___________________TO___________________ COMMISSION FILE NUMBER 1-10125 BERKSHIRE HATHAWAY INC. (Exact name of registrant as specified in its charter) Delaware 04 2254452 --------------------------------------------- ----------------------------- State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification number) 1440 Kiewit Plaza, Omaha, Nebraska 68131 --------------------------------------------- ----------------------------- (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code (402) 346-1400 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, $5.00 Par Value New York Stock Exchange -------------------------------------------- ------------------------------- Securities registered pursuant to Section 12(g) of the Act: NONE 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, and (2) has been subject to the filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] State the aggregate market value of the voting stock held by non-affiliates of the Registrant - $13,936,050,000* Indicate number of shares outstanding of each of the Registrant's classes of common stock: March 30, 1995 -- common stock, $5 par value . . . . . . . . 1,177,750 shares DOCUMENTS INCORPORATED BY REFERENCE
Document Incorporated In -------- --------------- Proxy Statement for Registrant's Annual Meeting to be held May 1, 1995 Part III
* This aggregate value is computed at the last sale price of the common stock on March 17, 1995. It does not include the value of 550,000 shares held by Directors and Executive Officers of the Registrant and members of their immediate families, some of whom may not constitute "affiliates" for purpose of the Securities Exchange Act of 1934. 2 Part I ITEM 1. BUSINESS Berkshire Hathaway Inc. is a holding company owning subsidiaries engaged in a number of diverse business activities. The most important of these is the property and casualty insurance business conducted nationwide on a primary or direct basis and worldwide on a reinsurance basis through a number of subsidiaries collectively referred to in this report as the Berkshire Hathaway Insurance Group. Additionally, Berkshire Hathaway Inc. publishes the Buffalo News, a daily and Sunday newspaper in upstate New York. Other business activities conducted by non-insurance subsidiaries include publication and distribution of encyclopedias and related educational and instructional material (World Book and Childcraft products), manufacture and marketing of home cleaning systems and related accessories (sold principally under the Kirby name), manufacture and sale of boxed chocolates and other confectionery products (See's Candies), retailing of home furnishings (Nebraska Furniture Mart), manufacture and distribution of uniforms (Fechheimer Brothers Company) and manufacture, import and distribution of footwear (H. H. Brown Shoe Company, Lowell Shoe, Inc. and Dexter Shoe Company). Berkshire also owns a number of other businesses engaged in a variety of activities, as identified herein. Operating decisions for the various Berkshire businesses are made by managers of the business units. Investment decisions and all other capital allocation decisions are made for Berkshire and its subsidiaries by Warren E. Buffett, in consultation with Charles T. Munger. Mr. Buffett is Chairman and Mr. Munger is Vice Chairman of Berkshire's Board of Directors. PROPERTY AND CASUALTY INSURANCE AND REINSURANCE BUSINESS Berkshire's insurance and reinsurance business is conducted by 13 separate subsidiaries. The largest of which is National Indemnity Company ("National Indemnity") headquartered in Omaha, Nebraska. The Berkshire Hathaway Insurance Group maintains capital strength at unparalleled high levels, significantly higher than normal in the industry. This strength differentiates Group members from their competitors. For example, in each year since 1988 the Group's ratio of net premiums written to year-end statutory surplus was 10% or less. The industry average net premiums-to-surplus ratio from 1990 through 1993 ranged from 133% to 157%. The obvious margins of safety thus provided to insureds of the Group are particularly persuasive in marketing of individually negotiated insurance and reinsurance contracts. On a primary or direct basis (policies issued in the name of, and to the insured party) several of the subsidiary members underwrite multiple lines of principally casualty coverages nationwide for primarily commercial accounts. The primary or direct business is written through insurance agents and brokers. The traditional business of National Indemnity has been largely in providing liability coverages for commercial truck and bus operators and related commercial transportation activities that require specialized underwriting knowledge and techniques. This business is referred to internally as the National Indemnity Primary Group. The Commercial Casualty Division and the Professional Liability and Special Risk Division, each with offices in Stamford, Connecticut, solicit and underwrite especially large or unusual risks. Other member companies market various commercial coverages for standard risks to principally residents of a single state. These operations are referred to as the "homestate" operations. Cypress Insurance Company, a specialty carrier domiciled in California, provides workers' compensation insurance to employers in that state. Premium rates for the business peaked in 1986 and have generally decreased annually thereafter. Because of the lower rates, National Indemnity Primary Group members have written substantially less of this business since 1986. Similarly, writings by the Group's homestate operations have decreased because of lower premium rates and the disciplined underwriting practices of the members that encourage rejection of underpriced risks. The amount of primary or direct insurance premiums written in recent years by these businesses have stabilized, although currently at about 25% of the amount written in 1986. 1 3 ITEM 1. BUSINESS (CONTINUED) PROPERTY AND CASUALTY INSURANCE AND REINSURANCE BUSINESS (CONTINUED) Generally, no improvement in prices is foreseen for 1995. Modest increases in premium volume are expected from continuing expansion of homestate operations into additional states and existing markets. Increased amounts of premiums were written in 1993 and 1994 by the California workers' compensation unit, reflecting increased marketing efforts. However, effective January 1, 1995, the regulations which established the minimum premium rates insurers must charge for workers' compensation coverage were eliminated. As a result, the level of business that may be accepted in 1995 is expected to decline. Otherwise, primary or direct business is likely to be little changed from 1994. At the end of 1992, Berkshire acquired 82% of Central States Indemnity Co. of Omaha ("CSI"). CSI offers credit card insurance from its offices located in Omaha, Nebraska. CSI insures the credit card debt of policyholders if the policyholders become disabled or unemployed. The credit insurance is marketed to individuals through credit card issuers nationwide. The Reinsurance Division of National Indemnity in Stamford, Connecticut provides excess of loss and quota share treaty reinsurance to other property/casualty insurers and reinsurers. Minimal organizational resources, but huge financial resources, are currently devoted to this business. In contrast to the previously discussed trend of lower primary or direct insurance underwriting activity, the amount of business derived from reinsurance activity increased significantly. The increase in reinsurance assumed premiums began in 1985, when National Indemnity entered into a contract providing reinsurance coverage to Fireman's Fund Insurance Companies ("FFIC"), for a period of four years, for 7% of FFIC's entire book of business. In recent years, non-traditional reinsurance products -- finite-risk contracts -- have become increasingly significant in the property/casualty insurance marketplace. Those terms refer to reinsurance agreements, whose terms provide essentially traditional coverages but also may contractually establish minimum and maximum payouts by the reinsurer. Minimum payout requirements may originate in commutation clauses that call for repayments to the reinsureds, on specified dates, of sums not otherwise paid out by the reinsurer as losses. The amount of risk transferred, while significant, is limited. The concept of time-value-of-money is an important element in the pricing and setting of terms for these contracts as the expected claim payment period can be lengthy. Transaction amounts and limits of indemnifications are likely to be large. In addition, a single contract may relate to loss occurrences in a number of lines of business that span a number of years. Significant financial strength is a need of any prospective provider of the non-traditional products and Berkshire meets that need. Several of the reinsurance arrangements the Insurance Group entered into since 1989 were through finite-risk type contracts. Increased competition for such business and new accounting standards for ceding companies have reduced the number of opportunities to write such business, particularly with respect to retroactive reinsurance coverages of past loss events. During 1990, Berkshire's Insurance Group management perceived declines to be occurring in industry capacity and competition for catastrophe excess-of-loss type reinsurance coverages and consequently National Indemnity wrote coverages for a number of such risks. Management believes that in 1994 the Berkshire Hathaway Insurance Group was among the largest providers in the world of this type of coverage. The contracts may provide sizeable amounts (i.e., often in excess of $10 million) of indemnification per contract and a single event may result in payments under several contracts. This business can produce extreme volatility in reported periodic results. Accounting consequences, however, do not influence decisions of Berkshire's management with respect to this or any other business, and this fact plus the Insurance Group's above-normal-for-the-industry financial strength are believed to be the primary reasons why the Group has become a major provider of these coverages. In recent years there has been a substantial increase in catastrophe reinsurance capacity for the industry. Most of the additional capacity has arisen from equity capital raised by newly-formed entities. The increased capacity did not have a significant impact on the Group's business during 1994. However, Berkshire management has evidence that, in some instances, catastrophe reinsurance prices have fallen below the amounts considered adequate. Management anticipates that a reduced level of business will be accepted in 1995, and possibly, in subsequent years as well. 2 4 ITEM 1. BUSINESS (CONTINUED) PROPERTY AND CASUALTY INSURANCE AND REINSURANCE BUSINESS (CONTINUED) The increases in reinsurance assumed business in recent years have produced an exceptional increase in the amount of "float", an approximation of the net investable policyholder funds, held by the Insurance Group. The term denotes the sum of unpaid losses, unpaid loss adjustment expenses, unearned premiums and other liabilities to policyholders, less the aggregate of premium balances receivable, amounts recoverable as reinsurance on paid and unpaid losses, deferred policy acquisition costs, deferred charges re reinsurance and prepaid income taxes. Given the length of the claims payment period -- or tail -- that attaches to the reinsurance business, the increased float plus the earnings it generates will result in meaningful increases for several years in the level of the Insurance Group's investments and investment income, with some part of such increases already evident. Investment portfolios of insurance subsidiaries include equity securities valued at approximately $16.5 billion at December 31, 1994. Included are meaningful ownership percentages of other publicly traded companies (such as approximately 50% of the outstanding capital stock of GEICO Corporation, approximately 13% of the capital stock of Capital Cities/ABC, Inc., approximately 11% of the common stock of The Gillette Company, approximately 8% of the capital stock of The Coca-Cola Company, approximately 15% of the capital stock of The Washington Post Company, approximately 13% of the common stock of Wells Fargo & Company, and common and convertible preferred stock of Salomon Inc having approximately 20% of the total voting power of that company). Much information about these publicly-owned companies is available, including that released from time to time by the companies themselves. NON-INSURANCE BUSINESSES OF BERKSHIRE Registrant's seven non-insurance "reportable business segments" are described below. CANDY -- See's produces boxed chocolates and other confectionery products with an emphasis on quality in two large kitchens in California. See's distributes its candies through its own retail stores - over 200 in number - located in 12 western and midwestern states, including Hawaii. A meaningful volume of candy business is also recorded for direct shipments made nationwide from a seasonally-varying number of quantity order distribution centers. Seasonality in this business is extreme. About 50% of each year's unit sales volume is generated during the last two months of the year, when quantity sales at reduced prices to businesses and other organizations augment the extremely high December shop volume. ENCYCLOPEDIAS, OTHER REFERENCE MATERIALS -- World Book publishes educational products for homes, schools, and libraries. Its chief products include: The World Book Encyclopedia, the largest-selling encyclopedia in the United States; Early World of Learning, a readiness program for preschoolers, and Information Finder, a CD-ROM (compact disc read - only format) version of the encyclopedia text. In April 1995, the Windows and MacIntosh versions of World Book's CD-ROM product will be available with the enhancements of audio, video and animation and marketed as the World Book Multimedia Encyclopedia. These and other educational materials are marketed in the United States and Canada by a large direct-selling force. A newly copyrighted edition of The World Book Encyclopedia is published each year. Annual products such as The World Book Year Book, Science Year and The World Book Health & Medical Annual are updating publications for owners of earlier encyclopedia editions and are sold by direct mail. An international group markets these and other specially created educational products in Australia, the United Kingdom and Ireland with a commissioned sales force, and in 65 other countries through 54 distributors. There is significant competition in the business of publishing and marketing encyclopedias in North America, World Book's principal geographic market. World Book's selling prices are generally lower than those of its principal competitor; World Book quality is thought to be superior to any other. A large portion of encyclopedia sales is made on an installment basis. Wholly-owned Berkshire subsidiaries offer financing of domestic and certain foreign consumer receivables. 3 5 ITEM 1. BUSINESS (CONTINUED) NON-INSURANCE BUSINESSES OF BERKSHIRE (CONTINUED) HOME CLEANING SYSTEMS -- This segment of Berkshire's business is principally represented by Kirby home cleaning systems and products, sold to approximately 700 independent authorized factory distributors in the United States and foreign countries. These factory distributors sell to the consumer or to independent authorized area distributors who sell to the consumer. Sales are made through in-the-home demonstrations by independent salespeople. Substantially all of Kirby's sales to distributors are for cash. A wholly-owned Berkshire subsidiary offers consumer financing to about 500 authorized distributors in the United States. The distributors independently establish the prices at which they offer Kirby products. Kirby and its distributors believe they offer a premium product, and it is believed that the prices are generally higher than those of most of its four major competitors. This segment also includes the Douglas Products business that manufactures specialty vacuum cleaners such as electric hand held and cordless vacuum cleaners. Channels of distribution for these products include retail discount stores, catalogue showrooms, hardware stores and department stores. Additionally, Cleveland Wood Products, a manufacturer of vacuum cleaner brushes, is included in this segment. HOME FURNISHINGS -- The Nebraska Furniture Mart ("NFM") operates a home furnishing retail business from a very large - over 200,000 square feet - retail outlet and sizable warehouse facilities in Omaha, Nebraska. The business serves a trade area with a radius around Omaha of approximately 300 miles. An important feature of the business is its ability to control its costs and to produce a high business volume from offerings of significant value to its customers, while realizing highly satisfactory earnings. At the end of 1992, NFM acquired a 360,000 square foot building and ten acres of land located adjacent to its existing retail store and warehouse. Along with providing additional warehousing facilities, a portion of the building is being used to operate a factory outlet store for manufacturers' closeouts and discontinued product lines. During November 1994, a 102,000 square foot appliance and electronics superstore, located adjacent to the main retail store, was opened. The superstore known as the "Mega Mart" added such products as music compact discs and an expanded computer software line to NFM's already large selection of electronics and appliances. NEWSPAPER -- The Buffalo News, a division of Berkshire, publishes a Sunday edition and seven editions each weekday. It is the only metropolitan newspaper published daily within a ten county upstate New York distribution area that comprises one of the 50 largest primary market areas in the United States. Among newspapers published in those primary markets, The Buffalo News claims the highest percentage of its area household coverage, 68% on weekdays and 77% on Sundays. Berkshire management believes the "newshole" percentage (portion of the paper devoted to news) of The Buffalo News to be greater than any other dominant newspaper of its size or larger. During 1994 this percentage was 54%. SHOES -- The size of this segment has increased dramatically since 1991. In addition to H. H. Brown Shoe Company ("H. H. Brown") which was acquired in July 1991, this segment now includes Lowell Shoe, Inc. ("Lowell") acquired at the end of 1992, and Dexter Shoe Company ("Dexter"), acquired in November 1993. A description of each of these businesses follows. H. H. Brown manufactures, imports and markets work, safety, outdoor, western and casual footwear. Approximately 70% of H. H. Brown's revenues are derived from sales of a wide variety of work and safety shoes and boots. They are manufactured under the H. H. Brown, Carolina, Double-H Boot and other brand names as well as under private label. H. H. Brown is the leading domestic producer of steel toe safety work shoes and maintains a significant share of other markets in which it competes, namely the western boot and casual shoe market. In addition to manufacturing its products at three facilities located in the United States and a facility in Canada, the company sources shoes and shoe components offshore from several countries including China, Romania, India and Mexico. The Company markets its products entirely within the United States and Canada through a direct sales force of just over 100. Its customer base is primarily composed of small independent retailers and wholesalers who sell to workers in a variety of industries including steel, construction, agriculture and heavy manufacturing. A significant quantity of H. H. Brown's work and military boots are sold to the United States and Canadian military, as well as to military PX's. Additionally, much of its imported footwear is sold to mass merchandisers such as K Mart, Wal Mart and Payless Shoe Co. 4 6 ITEM 1. BUSINESS (CONTINUED) NON-INSURANCE BUSINESSES OF BERKSHIRE (CONTINUED) H. H. Brown competes in the mid-priced segment of the work boot and shoe market. The consumer is typically a middle income industrial laborer who is required by OSHA to wear a specific type of footwear. The Company's competitors in this market are typically small, domestic work boot manufacturers. Management believes that its products are competitive in terms of quality and pricing. At the end of 1992, Berkshire acquired for cash all of the capital stock of Lowell and assets of certain entities formerly affiliated with Lowell (including a manufacturing facility located in Puerto Rico). Lowell manufactures and markets women's casual, service and nurses footwear. They market these products under the brand names Soft Spots, Day Lights and Nurse Mates. On November 7, 1993 Berkshire Hathaway Inc. consummated a merger with Dexter by reissuing 25,203 shares of its common stock held in treasury in exchange for 100% of the outstanding common stock of Dexter. Dexter manufactures and markets men's and women's casual footwear. All products are manufactured and sold under the trademark Dexter. The Company specializes in the construction of Handsewns, Welts and Cements. The leather is purchased from domestic tanneries, and many of the other components used in the manufacturing process are made by Dexter. Dexter has four manufacturing facilities in Maine and two located in Puerto Rico. In addition to the manufacturing facilities, Dexter operates 77 factory outlet stores which are located in Maine, New Hampshire, Vermont, New York, Florida, Alabama, Georgia, Tennessee, Nevada and Puerto Rico. The customer base is composed of independent retailers and department stores throughout the United States. Dexter's major customers are large department stores, including J. C. Penney and Nordstroms, specialty retailers such as Famous Footwear and military PX's. Additionally, Dexter exports its products to numerous foreign countries. Dexter is recognized throughout the United States for both its dress and casual footwear and the customer is typically a middle income consumer. UNIFORMS -- The Fechheimer Brothers Company manufactures its products at plants in Kentucky, Ohio, Tennessee and Texas, for marketing through about fifty company-operated retail distribution centers and by independent distributors and dealers who together serve more than 200 major metropolitan areas. OTHER NON-INSURANCE ACTIVITIES not identified with Berkshire business segments include the more than one dozen diverse manufacturing businesses acquired with the 1986 purchase of The Scott & Fetzer Company. The largest revenue producer of these businesses is Campbell Hausfeld/Scott Fetzer Company, which manufactures and markets a variety of products related to transmission of air and other fluids, such as air compressors, air tools, painting systems and pressure washers. In addition, Berkshire has an 85% interest in a long established, high volume retailer of fine jewelry, Borsheim's, in Omaha, Nebraska. Most recently, on March 10, 1995, it was announced that an agreement was entered into to acquire Helzberg's Diamond Shops, Inc. ("Helzberg's"). Helzberg's is a national retail specialty business operating 148 fine jewelry stores in 23 states. The final consummation of the acquisition is expected to take place during 1995's second quarter. Berkshire Hathaway Inc. and subsidiaries employed approximately 22,000 persons on a full-time basis at December 31, 1994. In addition to that number of full-time employees, up to 20,000 persons may act as World Book sales representatives from time to time. ADDITIONAL INFORMATION WITH RESPECT TO BERKSHIRE'S BUSINESSES The amounts of revenue, operating profit and identifiable assets attributable to each of the eight aforementioned business segments are included in Note 17 to Registrant's consolidated financial statements contained in Item 8, Financial Statements and Supplementary Data. Additional information regarding Registrant's investments in fixed maturity and marketable equity securities is included in Notes 3, 4, 5 and 6 to Registrant's consolidated financial statements. 5 7 ITEM 2. PROPERTIES The physical properties used by Registrant's significant business segments are summarized below:
Owned Approx. or Square Business Location Type of Property Leased Footage ----------------- ------------------------ --------------------- ------ ------- Company Headquarters Omaha, NE Offices Leased 4,000 Insurance Omaha, NE Offices Owned 73,000 Omaha, NE & other locations in Arizona, California, Colorado, Kansas & Connecticut Offices Leased 78,000 Candy Los Angeles, CA & South Plants/Warehouses/ San Francisco, CA Offices Owned 274,000 California Warehouses/Offices Leased 303,000 California & other Retail outlets and Leased 331,000 locations principally quantity order centers in western states (209 locations) Newspaper Buffalo, NY Offices Owned 195,000 Buffalo, NY Printing Plant Owned 150,000 New York & Washington, D.C. Offices/Warehouses Leased 69,000 Home Omaha, NE Retail Store Owned 400,000 Furnishings Omaha, NE & Lincoln, NE Warehouses/Offices Owned 650,000 Encyclopedias, Elk Grove Village, IL & Other Reference Addison, IL Offices/Warehouse Owned 100,000 Material Chicago, IL & vicinity Offices Leased 70,000 Australia Offices/Warehouses Leased 7,000 United Kingdom Offices Leased 18,000 Home Cleaning Cleveland, OH, Systems Andrews, TX & Plants/Warehouses/ Owned 397,000 Walnut Ridge, AR Offices Cleveland, OH Warehouse/Offices Leased 21,000 Canada & England Warehouses/Offices Leased 31,000 Uniforms Cincinnati, OH & various other U.S. Plants/Warehouses/ locations Offices Owned 228,000 Hodgenville, KY & Plants/Warehouses/ various other U.S. locations Offices Leased 239,000 9 U.S. locations Retail Stores Owned 75,000 44 U.S. locations Retail Stores Leased 331,000
6 8 ITEM 2. PROPERTIES (CONTINUED)
Owned Approx. or Square Business Location Type of Property Leased Footage ----------------- ------------------------ --------------------- ------ ------- Shoes Morganton, NC, Womelsdorf, PA, Martinsburg, PA, Hudson, NH, Dexter, ME & Plants/Warehouses/ Canada Offices Owned 1,633,000 Greenwich, CT, Commerce, CA, Morganton, NC, Skowhegan, ME, Newton, MA, Canada, Puerto Rico & Plants/Warehouses/ Dominican Republic Offices Leased 699,000 50 U.S. locations Retail Stores Owned 337,000 37 U.S. & Puerto Rico locations Retail Stores Leased 274,000
ITEM 3. LEGAL PROCEEDINGS The Company is a defendant in litigation relating to the transactions in which Salomon Inc ("Salomon") repurchased a significant block of its common stock from a holder thereof and sold a new issue of preferred stock to the Company. Twenty-one derivative action lawsuits have been filed against Salomon's directors challenging these transactions and seeking damages; two of these lawsuits (Ruby Resnik v. Dwayne O. Andreas, et al., Delaware Chancery No. 9300, filed September 30, 1987 and Rodney Shields v. John H. Gutfreund, et al., United States District Court for the Southern District of New York, No. 88 Civ. 1058, filed February 12, 1988) named the Company as an additional defendant. The lawsuits allege that the Salomon directors breached their fiduciary duties to Salomon and its shareholders in connection with these transactions, and the two lawsuits naming the Company claim, in essence, that the Company participated in such alleged breaches of duty. The complaints in these lawsuits seek damages in unspecified amounts, a declaration that the sale of preferred stock to the company is illegal, null and void, an order requiring that the preferred stock purchased by the Company be voted in the same manner as the majority of Salomon's shares, and rescission of the transaction between Salomon and the Company. Management does not expect the outcome of these lawsuits to be materially adverse to the Company. Other litigation pending against the Company and its subsidiaries is not considered material or is ordinary routine litigation incidental to the business. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None EXECUTIVE OFFICERS OF THE REGISTRANT Following is a list of the Registrant's executive officers:
Name Age Position with Registrant Since -------------------- --- ---------------------------- ----------- Warren E. Buffett 64 Chairman of the Board 1970 Marc D. Hamburg 45 Vice President 1992 Charles T. Munger 71 Vice Chairman of the Board 1978
Each executive officer serves, in accordance with the by-laws of the Registrant, until the first meeting of the Board of Directors following the next annual meeting of shareholders and until his respective successor is chosen and qualified or until he sooner dies, resigns, is removed or becomes disqualified. Mr. Buffett and Mr. Munger also serve as directors of the Registrant. 7 9 Part II ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS MARKET INFORMATION The Company's Common Stock is listed for trading on the New York Stock Exchange, trading symbol: BRK. The following table sets forth the high and low sales prices per share, as reported on the New York Stock Exchange Composite List during the periods indicated:
1994 High Low 1993 High Low ---- --- ---- --- First Quarter . . . . . . . . $16,900 $15,150 First Quarter . . . . . . . . . $13,200 $11,350 Second Quarter . . . . . . . 16,700 15,400 Second Quarter . . . . . . . . 16,200 11,800 Third Quarter . . . . . . . . 19,750 16,425 Third Quarter . . . . . . . . . 17,800 15,100 Fourth Quarter . . . . . . . 20,800 19,200 Fourth Quarter . . . . . . . . 17,800 16,200
SHAREHOLDERS The Company had approximately 8,400 record holders of its common stock at March 7, 1995. Record owners included nominees holding at least 190,000 shares on behalf of beneficial-but-not-of-record owners. Management believes that the Company has more than 20,000 beneficial owners. DIVIDENDS Berkshire has not declared a cash dividend since 1967. ITEM 6. SELECTED FINANCIAL DATA SELECTED FINANCIAL DATA FOR THE PAST FIVE YEARS (dollars in thousands, except per share data)
1994 1993 1992 1991 1990 ---------- ---------- ---------- ---------- ---------- REVENUES: Sales and service revenues . . . . . . . $ 2,351,918 $ 1,962,862 $ 1,774,436 $ 1,651,134 $ 1,580,074 Insurance premiums earned . . . . . . . 923,180 650,726 664,293 776,413 591,540 Interest and dividend income . . . . . . 426,094 354,028 364,895 347,293 317,095 Income from investment in Salomon Inc . 30,058 63,000 63,000 63,000 63,000 Income from finance businesses . . . . . 24,885 22,226 20,696 19,475 13,498 Realized investment gain . . . . . . . . 91,332 546,422 89,937 192,478 33,989 ----------- ----------- ----------- ----------- ----------- Total revenues . . . . . . . . . . . . . $ 3,847,467 $ 3,599,264 $ 2,977,257 $ 3,049,793 $ 2,599,196 =========== =========== =========== =========== =========== EARNINGS: Before realized investment gain and cumulative effect of accounting change $ 433,659(1) $ 402,403(2) $ 347,726 $ 315,753 $ 370,745 Realized investment gain . . . . . . . . 61,139 356,702 59,559 124,155 23,348 Cumulative effect of change in accounting for income taxes . . . . . . . . . . -- (70,984) -- -- -- ----------- ----------- ----------- ----------- ----------- Net earnings . . . . . . . . . . . . . . $ 494,798 $ 688,121 $ 407,285 $ 439,908 $ 394,093 =========== =========== =========== =========== =========== EARNINGS PER SHARE: Before realized investment gain and cumulative effect of accounting change . . . . . . . . . . . . . . . $368.21(1) $348.03(2) $303.29 $275.42 $323.39 Realized investment gain . . . . . . . . 51.91 308.50 51.95 108.30 20.36 Cumulative effect of change in accounting for income taxes . . . . . . . . . . -- (61.39) -- -- -- ------- ------- ------- ------- ------- Net earnings . . . . . . . . . . . . . . $420.12 $595.14 $355.24 $383.72 $343.75 ======= ======= ======= ======= ======= YEAR-END DATA: Total assets . . . . . . . . . . . . . . $21,338,182 $19,520,469 $17,131,998 $14,461,902 $10,670,423 Borrowings under investment agreements and other debt (3) . . . . . . . . . 810,719 972,389 1,154,697 1,100,464 1,082,265 Shareholders' equity . . . . . . . . . . 11,874,882 10,428,374 8,896,331 7,379,918 5,287,454 Common shares outstanding, in thousands . . . . . . . . . . . . 1,178 1,178 1,149 1,146 1,146 Shareholders' equity per outstanding share . . . . . . . . . . $ 10,083 $ 8,854 $ 7,745 $ 6,437 $ 4,612 =========== =========== =========== =========== ===========
(1) Includes a charge of $172,579 ($146.53/share) representing an other than temporary decline in value of investment in USAir Group, Inc. Preferred Stock. (2) Includes a charge of $75,348 ($65.38/share) representing the effect of the change in federal income tax rates on deferred taxes applicable to unrealized appreciation. (3) Excludes borrowings of finance businesses. 8 10 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Net earnings for each of the past three years are disaggregated in the table that follows. Amounts are after deducting minority interests and taxes.
(dollars in millions) ------ ------ 1994 1993 1992 ------ ------- ------ Property and Casualty Insurance Segment: Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . $ 79.9 $ 19.2 $(71.1) Investment income . . . . . . . . . . . . . . . . . . . . . . . 349.2 320.9 305.8 Realized investment gain . . . . . . . . . . . . . . . . . . . 61.6 362.7 36.1 ------ ------ ------ Total - Property and Casualty Insurance Segment . . . . . 490.7 702.8 270.8 Non-Insurance business segments . . . . . . . . . . . . . . . . . . 165.8 133.3 123.4 Other businesses . . . . . . . . . . . . . . . . . . . . . . . . . 36.4 33.2 30.7 Realized investment gain (loss) not included above . . . . . . . . (0.5) (6.1) 23.4 All other except interest expense . . . . . . . . . . . . . . . . . 12.3 6.8 21.9 Interest expense * . . . . . . . . . . . . . . . . . . . . . . . . (37.3) (35.6) (62.9) ------ ------ ------ Earnings before nonrecurring charges and effect of accounting change . . . . . . . . . . . . . . . 667.4 834.4 407.3 Nonrecurring charges and effect of accounting change . . . . . . . (172.6) (146.3) -- ------- ------- ------ Net earnings . . . . . . . . . . . . . . . . . . . . . . . $ 494.8 $ 688.1 $407.3 ======= ======= ======
* Interest expense incurred by finance businesses is not reflected as "Interest expense" but instead is reflected in amounts shown for "Other businesses". The business segment data (Note 17 to the Consolidated Financial Statements) should be read in conjunction with this discussion. PROPERTY AND CASUALTY INSURANCE UNDERWRITING The after-tax figures shown above for Property and Casualty Insurance underwriting derive from the following:
(dollars in millions) ------ ------- 1994 1993 1992 ------- ------- ------- Underwriting gain (loss): Primary or direct insurance . . . . . . . . . . . . . . . . . . $ 48.3 $ 12.7 $ 8.0 Reinsurance assumed . . . . . . . . . . . . . . . . . . . . . . 80.7 17.3 (117.0) ------ ------- ------- Underwriting gain (loss) -- pre-tax . . . . . . . . . . . . 129.0 30.0 (109.0) Applicable income taxes . . . . . . . . . . . . . . . . . . . . 48.3 10.2 (37.7) Applicable minority interest . . . . . . . . . . . . . . . . . 0.8 0.6 (0.2) ------ ------- ------- After-tax underwriting gain (loss) . . . . . . . . . . . . . . . . $ 79.9 $ 19.2 $ (71.1) ====== ======= =======
The Berkshire Hathaway Insurance Group engages in both insurance and reinsurance of property/casualty risks. In its insurance activities, as distinguished from its reinsurance activities, its members assume risks of loss from persons primarily and directly subject to the risks. In its reinsurance activities, the members assume defined portions of similar or dissimilar risks to which other insurers and reinsurers have subjected themselves in their own insuring activities. Over the past three years, reinsurance assumed activities have produced about 75% of the aggregate premiums earned by the property and casualty insurance group. A significant marketing strategy followed by all Insurance Group members is the maintenance of above average capital strength. Statutory surplus as regards policyholders of the Insurance Group increased to approximately $13.4 billion at year-end 1994. This extraordinary capital strength creates opportunities for Insurance Group members to negotiate and enter into contracts of insurance specially designed to meet unique needs of sophisticated insurance and reinsurance buyers. 9 11 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) PROPERTY AND CASUALTY INSURANCE UNDERWRITING (CONTINUED) For purposes of this Discussion, premiums and losses and loss expenses amounts are stated net of reinsurance ceded. Reinsurance Assumed Underwriting results, stated on the basis of generally accepted accounting principles ("GAAP"), with respect to the reinsurance assumed business for the past three years are summarized in the following table.
(dollars in millions) ------------------- ------------------- 1994 1993 1992 -------------- -------------- -------------- Amount % Amount % Amount % ------ ----- ------ ----- ------ ----- Premiums written . . . . . . . . . . . . . . $ 689.8 $ 528.7 $ 607.2 ======= ======= ======= Premiums earned . . . . . . . . . . . . . . . $ 688.4 100.0 $ 442.4 100.0 $ 511.5 100.0 ------- ----- ------- ----- ------- ----- Losses and loss expenses . . . . . . . . . . 476.9 69.3 350.9 79.3 589.7 115.3 Underwriting expenses . . . . . . . . . . . . 130.8 19.0 74.2 16.7 38.8 7.6 ------- ----- ------- ------ ------- ------ Total losses and expenses . . . . . . . . . . 607.7 88.3 425.1 96.0 628.5 122.9 ------- ===== ------- ===== ------- ===== Underwriting gain (loss) -- pre-tax . . . . . $ 80.7 $ 17.3 $(117.0) ======= ======= =======
Reinsurance assumed operations are conducted from National Indemnity Company's offices in Stamford, Connecticut. The Insurance Group enters into a variety of types of reinsurance contracts, including excess of loss and quota share contracts. Excess of loss contracts provide indemnification to ceding companies for all or part of covered losses in excess of specified retentions (or deductibles). Such retentions may apply to either an individual loss occurrence or an aggregation of occurrences. Quota share contracts provide indemnification to ceding companies in specified proportion of the ceding companies' own losses. Each type of contract specifies a maximum aggregate amount of indemnification. Premiums earned from reinsurance assumed activities in 1994 exceeded amounts earned in 1993 by $246.0 million (55.6%). This increase was due to higher amounts earned from catastrophe excess of loss reinsurance policies, offset somewhat by declines in premiums earned under quota share, structured settlement, and retroactive reinsurance contracts. (Amounts earned from catastrophe excess of loss policies totalled about $447 million in 1994 vs $152 million in 1993). Management believes that increased levels of capital devoted to the catastrophe reinsurance market by the insurance industry in recent years may put pressure on competitors to lower prices below the levels considered adequate. Therefore, management anticipates a reduction in the level of catastrophe reinsurance business that may be accepted in 1995. Reinsurance premiums earned in 1993 declined by $69.1 million (13.5%) from amounts earned in 1992. The decline was primarily attributed to lesser amounts earned from retroactive reinsurance contracts. Increasing competition in retroactive reinsurance markets and the effects of new accounting standards for ceding companies have drastically reduced the opportunities to write such business. Minimal amounts of structured settlement reinsurance was written in 1994 as a similar type of annuity contract was more heavily marketed through a non-property/casualty insurance affiliate. Underwriting gains of approximately $240 million and $110 million in 1994 and 1993 respectively, resulted from the Insurance Group's catastrophe reinsurance business. The considerable amounts of premiums earned from this business, coupled with the fact that only the 1994 Northridge earthquake produced a significant catastrophe loss during the period, contributed to the underwriting gains for 1994 and 1993. In 1992, catastrophe losses incurred were about $125 million (primarily related to Hurricane Andrew) which caused a small underwriting loss for that year. Little comfort should be gained from either (a) the magnitude of underwriting gains recorded in 1994 and 1993 or (b) the current expectation that the early 1995 Kobe, Japan earthquake will not result in a significant loss to the Insurance Group. The underwriting gains produced by this business in any given year can be easily exceeded by losses in the next. Thus periodic underwriting results were and are expected to be subject to substantial volatility. Berkshire's management, however, is willing to accept such volatility, provided that there is a reasonable prospect of long term profitability. 10 12 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) PROPERTY AND CASUALTY INSURANCE UNDERWRITING (CONTINUED) Reinsurance Assumed (continued) Underwriting losses with respect to retroactive and structured settlement coverages amounted to $78 million for 1994, $64 million for 1993 and $66 million for 1992, reflecting principally the amortization of deferred charges re reinsurance assumed and accretion of discounted structured settlement liabilities. See Notes 1(f) and (g) to the Consolidated Financial Statements for information with respect to such charges and liabilities. The amortization and accretion are reported as losses incurred, and thus, because there is no related premium income, as underwriting losses. Amortization and accretion charges of about $70 million are expected in 1995. Other non-catastrophe reinsurance business produced underwriting losses of about $80 million, $28 million and $48 million during 1994, 1993 and 1992 respectively. In most non-catastrophe reinsurance contracts, the concept of the time-value-of-money is an important consideration due to the anticipated extended claim payment period --or "tail". This is especially true with respect to reinsurance of certain casualty or liability coverages, for which the premiums are based in significant part on time discounting of expected losses. Losses and loss expenses are established for these contracts on an undiscounted basis, thus resulting in underwriting losses for financial reporting purposes. This business is accepted, nonetheless, because of the large amounts of investable policyholder funds (or "float") that it produces. Underwriting losses in 1994 include charges of about $37 million for adverse development of pre-1994 loss occurrences. Underwriting results in 1993 and 1992 reflect relatively minor amounts of loss development. Primary or Direct Insurance Underwriting A summary follows of the combined underwriting results, stated on a GAAP basis, of the Berkshire Hathaway Insurance Group's primary or direct insurance operations.
(dollars are in millions) ---------------- --------------- 1994 1993 1992 ---------------- --------------- -------------- Amount % Amount % Amount % ------ ----- ------ ----- ------ ----- Premiums written . . . . . . . . . . . . . $225.7 $208.4 $132.4 ====== ====== ====== Premiums earned . . . . . . . . . . . . . . $234.8 100.0 $208.3 100.0 $152.8 100.0 ------ ----- ------ ----- ------ ----- Losses and loss expenses . . . . . . . . . 88.4 37.6 99.8 47.9 98.0 64.1 Underwriting expenses . . . . . . . . . . . 98.1 41.8 95.8 46.0 46.8 30.7 ------ ----- ------ ----- ------- ----- Total losses and expenses . . . . . . . . . 186.5 79.4* 195.6 93.9* 144.8 94.8* ------ ===== ------ ===== ------- ===== Underwriting gain -- pre-tax . . . . . . . $ 48.3 $ 12.7 $ 8.0 ====== ====== ======
* Includes favorable loss development credits. Without such credits, total losses and expenses as a percentage of premiums earned were: 1994 -- 102.4%, 1993 -- 113.9%, and 1992 -- 118.6%. Primary or direct insurance activities include the "traditional" business, directed from National Indemnity Company's Omaha offices. This business represents principally casualty coverages for commercial accounts. The commercial casualty/professional liability/specialty risk operations located in Stamford, Connecticut, enter into insurance contracts with insureds presenting risks unusual in nature and/or especially large in amount. The homestate companies underwrite various commercial coverages for standard risks located predominantly in their home states -- Nebraska and Colorado. Cypress Insurance Company, a specialty carrier, underwrites workers' compensation risks in a highly competitive market environment in California. Additionally, since 1993 these activities include the underwriting of credit card credit insurance as a result of Berkshire's 1992 yearend acquisition of Central States Indemnity Co. of Omaha ("CSI"). CSI's business differs substantially from the insurance business underwritten by the other members of the Insurance Group. CSI's premiums derive from a high volume of small dollar premium transactions generated through credit card issuers. CSI's underwriting expenses as a percentage of premiums earned are roughly twice as great as that of the other Insurance Group members. On the other hand, CSI's losses and loss expenses incurred, as percentages of premiums earned are substantially lower than for the other primary or direct underwriting units. Overall, periodic underwriting results from this business are anticipated to be less volatile than the other primary or direct insurance operations. CSI produced premiums earned of $72 million and $69 million for 1994 and 1993, respectively. CSI's net underwriting gain was about $4 million for 1994 and $5 million for 1993. 11 13 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) PROPERTY AND CASUALTY INSURANCE UNDERWRITING (CONTINUED) Primary or Direct Insurance Underwriting (continued) Premiums earned by Berkshire's other primary or direct insurance businesses totalled $163 million, $140 million and $153 million for 1994, 1993 and 1992, respectively. Each of these business units, described on the preceding page, reported higher premiums earned in 1994 as compared with 1993. The Group's commercial casualty/professional liability/specialty risks businesses accounted for about half of the increase in premiums earned in 1994 over 1993. This increase was due to adjustments on a small number of "retrospectively rated" policies written in prior years. Under the terms of those policies, premium amounts may be adjusted upward or downward after policy expiration based upon changes to losses incurred under the policies. Thus the additional premiums earned in 1994 were largely in response to additional amounts of losses incurred. In addition, premiums earned in 1994 by the worker's compensation insurance unit exceeded 1993 by about $5 million reflecting increased marketing efforts of that business. However, that business operates in a highly competitive market which has recently undergone substantial regulatory changes and such revenue gains may be difficult to sustain in 1995. Other primary or direct businesses produced a net underwriting gain of about $44 million for 1994 compared to gains of about $8 million for both 1993 and 1992. In 1994, all of the other primary or direct insurance operations had significant net underwriting gains, reflecting increased amounts of credits against losses incurred from the reestimation of loss reserves for prior year loss occurrences. Favorable loss development credits were recorded in each of the last three years. Loss development represents corrections of estimation error and is credited or charged to earnings in the year made. The favorable development recorded in 1994 related principally to the traditional commercial automobile business and to the commercial casualty/professional liability/specialty risks operations. In 1993 and 1992, the favorable development credits related primarily to the traditional commercial automobile business. While the trend of favorable development recognized in recent years is encouraging, there is no certainty that it will continue into future periods. The nature of estimating losses is inherently imprecise, particularly with respect to losses which are reported and settled over lengthy periods of time. In the future, additional information will be revealed, including reports of additional cases of an unknown number and magnitude for pre-1995 losses. Soft market conditions for most primary or direct casualty insurance coverages continued during 1994, as have prevailed for the past several years. Group members follow disciplined underwriting approaches which encourage rejection of underpriced risks without regard to volume considerations. Management does not foresee any significant changes in market conditions which would soon reverse the current trend of low premium volume. INSURANCE SEGMENT INVESTMENT INCOME Following is a summary of Insurance Group net investment income for the past three years.
(dollars in millions) ------ ------- 1994 1993 1992 ------ ------- ------- Investment income before taxes . . . . . . . . . $418.2 $375.4 $355.1 Applicable income taxes . . . . . . . . . . . . . 64.3 51.2 46.5 Applicable minority interest . . . . . . . . . . 4.7 3.3 2.8 ------ ------ ------ Investment income after taxes and minority interest $349.2 $320.9 $305.8 ====== ====== ======
Invested assets increased in each of the past three years. In the three year period, Berkshire contributed approximately $420 million additional capital to the Insurance Group. Reinvested earnings of the Insurance Group for that period amounted to approximately $1.0 billion. Contributing to a further increase in invested assets was about a $1.2 billion increase during the past three year period in the amount of "float" from policyholder funds. That term denotes the sum of unpaid losses, unpaid loss adjustment expenses and unearned premiums, and other liabilities to policyholders less the aggregate of agents' balances receivable, amounts recoverable as reinsurance on paid and unpaid losses, deferred policy acquisition costs, deferred charges re reinsurance assumed and prepaid income taxes. The net amount of float was approximately $3.4 billion at the end of 1994. In addition, increased investment income in 1994 was partially attributed to higher dividend rates paid by several of the Insurance Group's major equity investees. The amount of pre-tax net investment income for 1994 shown in the table above reflects a charge of $32.9 million which represents the equity in net loss from the Insurance Group's investment in common stock of Salomon Inc. See Note 5 to the Consolidated Financial Statements for additional information regarding the investment in Salomon Inc. 12 14 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) NON-INSURANCE BUSINESS SEGMENTS A summary follows of results to Berkshire from these identified business segments for the past three years.
(dollars in millions) ------------------ --------------------- 1994 1993 1992 -------------- -------------- --------------- Amount % Amount % Amount % -------- ----- -------- ----- -------- ----- Revenues . . . . . . . . . . . . . . . . . . . . . $1,771.9 100.0 $1,440.1 100.0 $1,283.2 100.0 Cost and expenses . . . . . . . . . . . . . . . . . 1,496.5 84.5 1,215.3 84.4 1,073.3 83.6 -------- ----- -------- ----- -------- ----- Operating profit . . . . . . . . . . . . . . . . . 275.4 15.5 224.8 15.6 209.9 16.4 Income taxes . . . . . . . . . . . . . . . . . . . 106.2 6.0 87.8 6.1 83.2 6.5 Minority Interest . . . . . . . . . . . . . . . . . 3.4 0.2 3.7 0.3 3.3 0.3 --------- ----- --------- ----- --------- ----- Contribution to net earnings . . . . . . . . . . . $ 165.8 9.3 $ 133.3 9.2 $ 123.4 9.6 ======== ===== ======== ===== ======== =====
A comparison of revenues and operating profits between 1994, 1993 and 1992 for each of the seven identifiable non-insurance business segments follows.
(dollars in millions) ------------------ ----------------- Operating Profit Revenues Operating Profits as a % of Revenues ----------------------------- ------------------------ ------------------ Segment 1994 1993 1992 1994 1993 1992 1994 1993 1992 ------- -------- -------- -------- ------ ------ ------ ---- ---- ---- Candy . . . . . . . . . . . . $ 216.1 $ 201.0 $ 197.0 $ 46.6 $ 40.3 $ 41.4 21.6 20.0 21.0 Encyclopedias, other reference material . . . . 191.3 198.8 246.1 24.4 19.4 28.2 12.8 9.8 11.5 Home cleaning systems . . . . 207.6 193.9 190.1 43.9 40.9 37.7 21.1 21.1 19.8 Home furnishings . . . . . . 245.4 208.6 185.6 16.9 21.1 16.7 6.9 10.1 9.0 Newspaper . . . . . . . . . . 150.9 145.5 139.7 53.7 50.4 47.3 35.6 34.6 33.9 Shoes . . . . . . . . . . . . 609.4 370.2 214.9 76.4 40.0 25.6 12.5 10.8 11.9 Uniforms . . . . . . . . . . 151.2 122.1 109.8 13.5 12.7 13.0 8.9 10.4 11.8 -------- -------- -------- ------ ------ ------ $1,771.9 $1,440.1 $1,283.2 $275.4 $224.8 $209.9 ======== ======== ======== ====== ====== ======
1994 compared to 1993 Revenues from the seven identifiable non-insurance business segments of $1,771.9 million increased $331.8 million (23.0%) from the prior year. The overall operating profit from these business segments of $275.4 million increased $50.6 million (22.5%). The following is a discussion of significant matters impacting comparative results for each of the non-insurance business segments. Candy Revenues of the candy segment increased $15.1 million (7.5%) and operating profits increased $6.3 million (15.6%) over comparable prior year amounts. The comparative increases in revenues and operating profits are primarily due to increased volume. Total pounds of candy sold increased about 5.3%. Much of the increase arose from See's mail order and quantity order programs. Beginning in 1993 See's intensified its marketing efforts relative to these programs. Such efforts continued during 1994 and as a result total pounds sold during 1994 resulting from quantity order and mail order programs increased about 15%. Encyclopedias, Other Reference Materials Revenues of this segment declined $7.5 million (3.8%) from 1993. This decline continues the trend of reduced unit sales of printed encyclopedias (World Book and Childcraft) which began in 1989. Somewhat offsetting the decline in World Book and Childcraft sales were sales increases of World Book's current CD-ROM product, Infofinder. 13 15 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) NON-INSURANCE BUSINESS SEGMENTS (CONTINUED) 1994 compared to 1993 (continued) Encyclopedias, Other Reference Material (continued) In April 1995, the Windows and MacIntosh versions of World Book's CD-ROM product will be available with the enhancements of audio, video and animation and marketed as the World Book Multimedia Encyclopedia. Management cannot predict the impact on sales or income that the upgraded CD-ROM product will have. However, it is anticipated that the industry trend away from printed material and toward electronic media will continue. While management believes that there will continue to be a profitable market for its core printed product, the quantity of the printed products which can be sold may, in the future, be limited due to the continued increase in the number of home computers equipped with CD-ROMs, increased computer literacy of the general population, and the lower price of CD-ROM products in comparison to encyclopedia sets. Additionally, the decline in the unit volume of printed sets has and will continue to reduce significantly the volume of Annual sales if printed set sales do not return to prior levels. However, the World Book Multimedia Encyclopedia will be offered in annual upgrades to purchasers. Therefore, it is anticipated that reductions in printed Annual sales will be somewhat offset by sales of CD-ROM upgrades. Home Cleaning Systems Revenue of the home cleaning systems segment increased $13.7 million (7.0%) and operating profits increased $3.0 million (7.3%). This comparative increase can be attributed primarily to an increase in the average number of distributors over 1993 and improvements in the structure of the sales organization in foreign markets. Unit sales of Kirbys increased slightly in domestic markets and were up by 14% in foreign markets. Foreign Kirby sales represent approximately 22% of total unit volume. Management anticipates continued significant growth in its foreign business and combined with more modest growth in domestic markets expects continued successful results from this segment. Home Furnishings Revenues from the home furnishings segment increased in 1994 by $36.8 million (17.6%) over the prior year. Increases were achieved in all major product categories. In November 1994, a 102,000 square foot appliance and electronics superstore was opened adjacent to the Nebraska Furniture Mart ("NFM"). This superstore known as the "Mega Mart" has added new products such as music compact discs and an expanded computer software line to NFM's previously large selection of electronics and appliances. Operating profits of $16.9 million were $4.2 million (19.9%) less than in 1993. Much of the decline resulted from store opening costs in connection with the grand opening of the Mega Mart. In addition, unusual charges of approximately $2.3 million were recorded in 1994 relating to the write-off of certain fixed assets no longer in use. Management is optimistic that absent the store opening costs and unusual charges, an improvement in operating profit will be experienced in 1995. It is expected that operating profits as a percentage of revenues will improve during 1995 as compared to 1994. However, due to the fact that the lower margin Mega Mart business will account for much of the anticipated revenue growth, the percentage levels attained will likely be less than experienced by NFM in years prior to the opening of the Mega Mart. Newspaper Operating profits during 1994 of $53.7 million were $3.3 million (6.5%) greater than in 1993. While the comparative results are impressive and have been for several recent years, the outlook for 1995 and beyond is not as encouraging. During 1994, the Buffalo News experienced a decline in circulation. Part of the decline was caused by an increase during 1994 in the newsstand price of the daily newspaper from 35 cents to 50 cents. Also an aggressive new subscriber discount program which had been in place a number of years was phased out in 1994, and many subscribers used to a large discount did not resubscribe. From a dollar volume standpoint, the price increase offset the decline in circulation. Earnings are expected to decline in 1995. For the past several years the cost of newsprint has either been stable or has declined. This trend has now sharply reversed. New higher costs per metric ton, as well as increased prices expected during the remainder of 1995, are expected to increase newsprint costs by $7 million or nearly 40% over 1994 costs. 14 16 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) NON-INSURANCE BUSINESS SEGMENTS (CONTINUED) 1994 compared to 1993 (continued) Newspaper (continued) Overall, the newspaper segment faces some significant challenges during the next year. However, the Buffalo News' ability to control its other operating costs should help mitigate the impact of the decline in circulation and the steep rise in newsprint costs. Shoes This segment includes H. H. Brown Shoe Company, Inc. ("H. H. Brown"), Lowell Shoe, Inc. ("Lowell") and Dexter Shoe Companies ("Dexter"). These businesses were acquired by Berkshire during the period between June 1991 and November 1993. H. H. Brown, acquired in 1991, is a manufacturer and distributor of work, safety and casual footwear. Lowell, acquired at the end of 1992, manufactures and markets women's casual, service and nurses' footwear. The acquisition of Dexter occurred in late 1993. Dexter is a manufacturer of men's and women's dress, casual and athletic footwear. Additionally, Dexter operates 77 retail outlet stores. Revenues during 1994 of $609.4 million were greater than the prior year by $239.2 million (64.6%). This substantial increase was largely due to the inclusion of Dexter's results for the full year in 1994 as compared to just under two months during 1993. Dexter's 1994 operating profits account for most of this segments $36.4 million (91.0%) increase in comparative operating profits. Management was pleased with Dexter's 1994 performance and better results are anticipated during 1995. This optimism results from the fact that recent wholesale price adjustments should help mitigate the effects of prior years' increases in Dexter's costs. Additionally, operating efficiencies are anticipated in connection with the start-up of Dexter's new computerized distribution center and from advanced manufacturing technologies. H. H. Brown accounts for most of the remaining comparative revenue increase for this segment. A portion of such increase is related to the acquisition during the second half of 1994 of a chain of 11 retail stores. The retail stores, located in Maryland, Pennsylvania and Virginia, carry H. H. Brown manufactured products as well as those of other shoe manufacturers. H. H. Brown's manufacturing and distribution business results reflect a modest increase in revenues and a slight decline in operating profits. The decline is largely a result of slightly lower gross margins on sales and an increased comparative LIFO charge being somewhat offset by the modest revenue increase. Lowell's revenues were slightly lower in 1994 as compared to 1993. However, comparative operating profits were greater in 1994 than during 1993. The improvement largely arises from the fact that during 1993, unusual charges of $3.8 million were recorded in connection with the implementation of more stringent inventory control procedures. Uniforms The uniform segment's revenues increased $29.1 million (23.8%) in 1994 as compared to 1993. Almost 60% of the increase arose as a result of a special program begun during 1994 whereby an agreement was entered into with the New York City Fire Department to supply fire fighters with safety uniforms and related accessories. The initial contractual arrangement is for a period of three years. The remainder of the comparative revenue increase resulted from increases in this segment's core uniform manufacturing operations. Operating profits for 1994 of $13.5 million were slightly above comparable 1993 operating profits. The additional margin resulting from the aforementioned revenue increases was substantially offset by a) the incurrence of certain unplanned start-up costs relative to the implementation of the New York City Fire Department program; b) costs incurred in connection with the scheduled installation of a new computer system; and c) problems which have arisen related to certain recent retail store acquisitions. Management expects that the program with the New York City Fire Department will be successful in the long-term. The problems being encountered in connection with the retail store acquisitions are being addressed and will hopefully be resolved during 1995. Overall, management is cautiously optimistic that 1995's operating profit will exceed the results of the prior two years both in absolute terms and as a percentage of revenues. 15 17 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) NON-INSURANCE BUSINESS SEGMENTS (CONTINUED) 1993 compared to 1992 Revenues from the non-insurance business segments increased $156.9 million (12.2%) in 1993 as compared to 1992. The most significant revenue increase arose in the "shoes" segment where revenues increased $155.3 million (72.3%) over the comparable prior year figures. As more fully described in the preceding section of this discussion, the acquisition of Lowell (in late 1992) and Dexter (in late 1993) account for a substantial portion of the comparative increase in revenues. With the exception of the "encyclopedias, other reference material" segment, all other reportable non-insurance business segments experienced increases in comparative revenues in 1993 vs. 1992. Revenues from these five segments in 1993 were $871.1 million vs. $822.2 in 1992. Offsetting the increases attributable to the other non-insurance business segments was a reduction in revenues of $47.3 million (19.2%) from the "encyclopedias, other reference material" segment. This decline was a result of the continuation of a reduction which began in 1989 in printed encyclopedia sales. (See preceding section regarding comparative 1994 vs. 1993 results for a discussion regarding the decline in World Book unit sales.) Operating profits of $224.8 million during 1993 were $14.9 million (7.1%) greater than in 1992. The "shoes" segment with a comparative increase of $14.4 million (56.3%) was the major contributor to the comparative increase. In addition to the impact that the acquisitions of Lowell and Dexter had on comparative operating profits, H. H. Brown was able to achieve comparative increases largely resulting from the popularity of work shoes and reduced demand for athletic shoes. The operating profits of the other reportable segments in the aggregate were relatively unchanged. BUSINESS OTHER THAN IDENTIFIED SEGMENTS
(dollars in millions) ------ ------ 1994 1993 1992 ------ ------ ------ Revenues . . . . . . . . . . . . . . . . . $607.4 $550.8 $517.3 ====== ====== ====== Operating profit . . . . . . . . . . . . . $ 59.2 $ 55.2 $ 54.3 Income taxes . . . . . . . . . . . . . . 22.1 20.8 21.8 Minority interest . . . . . . . . . . . . 0.7 1.2 1.8 ------ ------ ------ Contribution to net earnings . . . . . . . $ 36.4 $ 33.2 $ 30.7 ====== ====== ======
The above represent aggregate data for businesses that numbered 23 in 1994. Berkshire management believes that narrative discussion of the results of the constituent businesses would not yield significant benefit to investors or others, particularly in view of the relative consistency of the year-to-year aggregate data. INTEREST EXPENSE The small increase in interest expense in 1994 as compared to 1993 primarily results from the fact that average outstanding borrowings under investment agreements increased by approximately $82 million during 1994 as compared to 1993. Somewhat offsetting the effect on interest expense of the increased average level of borrowings was a reduction in the average interest rate on such borrowings from approximately 6.9% in 1993 to 6.6% in 1994. Interest expense for 1992 includes premiums paid of $16.2 million to redeem term debt and a charge of $6.3 million representing the write-off of deferred financing costs related to an issue of Convertible Subordinated Debentures which was called for redemption in December 1992. REALIZED INVESTMENT GAIN Realized investment gain has been a recurring element in Berkshire's net earnings for many years. The amount -- recorded when appreciated securities are sold -- tends to fluctuate significantly from period to period, with a meaningful effect upon Berkshire's consolidated net earnings. But, the amount of realized investment gain for any given period has no predictive value, and variations in amount from period to period have no practical analytical value, particularly in view of the unrealized price appreciation now existing in Berkshire's consolidated investment portfolio. During the fourth quarter of 1993, an insurance subsidiary of Berkshire sold ten million common shares of its investment in Capital Cities/ABC, Inc. ("Capital Cities") in connection with that Company's offer to buy from its shareholders up to twenty million of its common shares. Prior to the sale and since 1986, Berkshire subsidiaries owned thirty million shares of Capital Cities or approximately 18% of that Company's outstanding stock. Berkshire's after-tax gain from this transaction was $297.4 million. 16 18 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) NONRECURRING CHARGES AND ACCOUNTING CHANGES As more fully described in Note 6 to the Consolidated Financial Statements, the Company recorded a pre-tax charge of $268.5 million ($172.6 million after-taxes and minority interests) as result of recognizing an other than temporary decline in the value of its investment in USAir Group, Inc. Preferred Stock. While the charge to earnings was recorded in the fourth quarter of 1994, the charge to shareholders' equity had been recorded in earlier 1994 reporting periods. Effective January 1, 1993, the Company adopted the provisions of Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes" ("SFAS 109"). The cumulative effect of adopting SFAS 109 on the Company's 1993 results was to decrease net earnings by about $71 million. Additionally, during 1993 a charge of $75.3 million was recorded as a result of the increase in the Federal corporate income tax rate from 34% to 35%. For a further description of the accounting change and the charge to earnings resulting from the change in Federal income tax rates, see Notes 1(k) and 10 to the Consolidated Financial Statements. LIQUIDITY AND CAPITAL RESOURCES Berkshire's Consolidated Balance Sheet as of December 31, 1994, reflects continuing capital strength. In the past three years, Berkshire shareholders' equity has increased from approximately $7.4 billion at December 31, 1991 to approximately $11.9 billion at December 31, 1994. In that three-year period, realized and unrealized securities gains increased equity capital by approximately $2.9 billion, and reinvested earnings, other than realized securities gains, were about $1.1 billion. 17 19 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEPENDENT AUDITORS' REPORT To the Board of Directors and Shareholders Berkshire Hathaway Inc. We have audited the accompanying consolidated balance sheets of Berkshire Hathaway Inc. and subsidiaries as of December 31, 1994 and 1993, and the related consolidated statements of earnings, and cash flows for each of the three years in the period ended December 31, 1994. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Berkshire Hathaway Inc. and subsidiaries as of December 31, 1994 and 1993, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1994 in conformity with generally accepted accounting principles. As discussed in Note 1 to the consolidated financial statements, in 1993 the Company changed its method of accounting for income taxes and investments to conform with recent pronouncements of the Financial Accounting Standards Board. DELOITTE & TOUCHE LLP Omaha, Nebraska March 9, 1995 18 20 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) BERKSHIRE HATHAWAY INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (dollars in thousands except per share amounts)
DECEMBER 31, -------------------------------- 1994 1993 ---------- ---------- ASSETS Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 273,881 $ 1,817,558 Investments: Securities with fixed maturities . . . . . . . . . . . . . . . . . . . . 1,820,733 1,397,812 Marketable equity securities . . . . . . . . . . . . . . . . . . . . . . 15,236,494 12,516,613 Salomon Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,023,418 723,584 Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 580,600 524,963 Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 425,431 378,386 Properties and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . 275,667 259,736 Assets of finance businesses . . . . . . . . . . . . . . . . . . . . . . . . . 717,082 872,401 Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 984,876 1,029,416 ----------- ----------- $21,338,182 $19,520,469 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Property and casualty insurance policyholder liabilities . . . . . . . . . . . $ 4,200,813 $ 3,807,188 Accounts payable, accruals and other liabilities . . . . . . . . . . . . . . . 397,384 370,684 Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,292,602 3,030,189 Borrowings under investment agreements and other debt . . . . . . . . . . . . . 810,719 972,389 Liabilities of finance businesses . . . . . . . . . . . . . . . . . . . . . . . 562,443 729,366 ----------- ----------- 9,263,961 8,909,816 ----------- ----------- Minority shareholders' interests . . . . . . . . . . . . . . . . . . . . . . . 199,339 182,279 ----------- ----------- Shareholders' equity: Common stock of $5 par value. Authorized 1,500,000 shares; Issued 1,381,308 shares . . . . . . . . . . . . . . . . . . . . . . . . . 6,907 6,907 Capital in excess of par value . . . . . . . . . . . . . . . . . . . . . . . 656,074 656,074 Unrealized appreciation of investments, net . . . . . . . . . . . . . . . . 6,364,362 5,412,652 Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,885,173 4,390,375 ------------ ------------ 11,912,516 10,466,008 Less common stock in treasury, at cost (203,558 shares) . . . . . . . . . . . . 37,634 37,634 ------------ ------------ Total shareholders' equity . . . . . . . . . . . . . . . . . . . . . . . 11,874,882 10,428,374 ----------- ----------- $21,338,182 $19,520,469 =========== ===========
See accompanying Notes to Consolidated Financial Statements 19 21 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) BERKSHIRE HATHAWAY INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (dollars in thousands except per share amounts)
YEAR ENDED DECEMBER 31, ------------------------------------------- 1994 1993 1992 ------------ ------------ ------------ REVENUES: Sales and service revenues . . . . . . . . . . . . . . . . . $2,351,918 $1,962,862 $1,774,436 Insurance premiums earned . . . . . . . . . . . . . . . . . 923,180 650,726 664,293 Interest and dividend income . . . . . . . . . . . . . . . . 426,094 354,028 364,895 Income from investment in Salomon Inc . . . . . . . . . . . 30,058 63,000 63,000 Income from finance businesses . . . . . . . . . . . . . . . 24,885 22,226 20,696 Realized investment gain . . . . . . . . . . . . . . . . . . 91,332 546,422 89,937 ---------- ---------- ---------- 3,847,467 3,599,264 2,977,257 ---------- ---------- ---------- COST AND EXPENSES: Cost of products and services sold . . . . . . . . . . . . . 1,449,999 1,180,642 1,049,721 Insurance losses and loss adjustment expenses . . . . . . . 565,257 450,659 687,625 Insurance underwriting expenses . . . . . . . . . . . . . . 227,997 169,082 85,628 Selling, general and administrative expenses . . . . . . . . 613,406 552,618 505,023 Interest expense . . . . . . . . . . . . . . . . . . . . . . 60,111 56,545 98,643 Other than temporary decline in value of investment in USAir Group, Inc. Preferred Stock . . . . . . . . . . . . 268,500 -- -- ---------- ---------- ---------- 3,185,270 2,409,546 2,426,640 ---------- ---------- ---------- EARNINGS BEFORE INCOME TAXES, MINORITY INTEREST AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE . . . . . . . . . 662,197 1,189,718 550,617 Income taxes - Other than effect of change in income tax rate on deferred taxes applicable to unrealized appreciation . . . . . . . . . . . . . . . . . . . . . 158,666 345,302 138,089 Effect of change in income tax rate on deferred taxes applicable to unrealized appreciation . . . . . . -- 75,348 -- Minority interest . . . . . . . . . . . . . . . . . . . . . 8,733 9,963 5,243 ---------- ---------- ---------- EARNINGS BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE . . . . 494,798 759,105 407,285 Cumulative effect of change in accounting for income taxes . . . . . . . . . . . . . . . . . . . . . . . . -- (70,984) -- ---------- ---------- ---------- NET EARNINGS . . . . . . . . . . . . . . . . . . . . . . . . . $ 494,798 $ 688,121 $ 407,285 ========== ========== ========== Average shares outstanding . . . . . . . . . . . . . . . . . 1,177,750 1,156,243 1,146,492 ========= ========= ========= EARNINGS PER SHARE: Before cumulative effect of accounting change . . . . . . . $420 $656 $355 Cumulative effect of change in accounting for income taxes . . . . . . . . . . . . . . . . . . . . . . . -- (61) -- ---- ---- ---- Net earnings . . . . . . . . . . . . . . . . . . . . $420 $595 $355 ==== ==== ====
See accompanying Notes to Consolidated Financial Statements 20 22 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) BERKSHIRE HATHAWAY INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands)
YEAR ENDED DECEMBER 31, ----------------------------------------- 1994 1993 1992 ---------- ---------- ---------- Cash flows from operating activities: Net income . . . . . . . . . . . . . . . . . . . . . . . . . $ 494,798 $ 688,121 $ 407,285 Adjustments to reconcile net income to cash flows from operating activities: Realized investment gain . . . . . . . . . . . . . . . . (91,332) (546,422) (89,937) Other than temporary decline in value of investment in USAir Group, Inc. Preferred Stock . . . . . . . 268,500 -- -- Depreciation and amortization . . . . . . . . . . . . . 62,547 50,180 41,074 Effect of change in income tax rate on deferred taxes . . -- 75,348 -- Cumulative effect of accounting change . . . . . . . . . -- 70,984 -- Changes in assets and liabilities before effects from business acquisitions: Losses and loss adjustment expenses . . . . . . . . . 274,123 (22,798) 102,789 Deferred charges re reinsurance assumed . . . . . . . 25,349 16,171 46,931 Unearned premiums . . . . . . . . . . . . . . . . . . (8,518) 83,937 75,274 Receivables . . . . . . . . . . . . . . . . . . . . . (49,829) 134,077 239,428 Accounts payable, accruals and other liabilities . . . 210,495 34,996 150,615 Income taxes . . . . . . . . . . . . . . . . . . . . . (257,102) 107,931 29,004 Other . . . . . . . . . . . . . . . . . . . . . . . . . . 77 33,644 (5,278) ----------- ---------- ---------- Net cash flows from operating activities . . . . . . 929,108 726,169 997,185 ----------- ---------- ---------- Cash flows from investing activities: Purchases of fixed maturity investments . . . . . . . . . . (2,485,768) (272,249) (258,617) Purchases of marketable equity securities . . . . . . . . . (3,050,025) (858,879) (913,037) Proceeds from sales of fixed maturity investments . . . . . 1,772,050 -- 284,301 Proceeds from redemptions and maturities of fixed maturity investments . . . . . . . . . . . . . . . . . . 85,881 318,881 371,514 Proceeds from sales of marketable equity securities . . . . 1,466,775 1,188,510 100,270 Acquisition of businesses . . . . . . . . . . . . . . . . . -- -- (119,948) Loans and investments originated in finance businesses . . . (246,797) (866,843) (160,261) Principal collection on loans and investments originated in finance businesses . . . . . . . . . . . . 332,398 269,345 127,913 Other . . . . . . . . . . . . . . . . . . . . . . . . . (23,160) 19,578 (5,294) ----------- ---------- ---------- Net cash flows from investing activities . . . . . . (2,148,646) (201,657) (573,159) ----------- ---------- ---------- Cash flows from financing activities: Proceeds from borrowings of finance businesses . . . . . . . 208,561 591,853 38,862 Proceeds from other borrowings . . . . . . . . . . . . . . . 1,225,301 1,264,972 961,565 Repayments of borrowings of finance businesses . . . . . . . (390,506) (316,318) (84,792) Repayments of other borrowings . . . . . . . . . . . . . . . (1,387,674) (1,399,901) (906,964) Other . . . . . . . . . . . . . . . . . . . . . . . . . (908) (2,860) (2,334) ----------- ---------- ---------- Net cash flows from financing activities . . . . . . (345,226) 137,746 6,337 ----------- ---------- ---------- Increase (decrease) in cash and cash equivalents . . (1,564,764) 662,258 430,363 Cash and cash equivalents at beginning of year . . . . . . . . 1,854,621 1,192,363 762,000 ---------- ---------- ---------- Cash and cash equivalents at end of year * . . . . . . . . . . $ 289,857 $1,854,621 $1,192,363 ============ ========== ========== * Cash and cash equivalents at end of year are comprised of the following: Finance businesses . . . . . . . . . . . . . . . . . . $ 15,976 $ 37,063 $ 64,367 Other . . . . . . . . . . . . . . . . . . . . . . . . 273,881 1,817,558 1,127,996 ---------- ---------- ---------- $ 289,857 $1,854,621 $1,192,363 ========== ========== ==========
See accompanying Notes to Consolidated Financial Statements 21 23 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) BERKSHIRE HATHAWAY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1994 (1) SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (a) Basis of consolidation The accompanying Consolidated Financial Statements include the accounts of Berkshire Hathaway Inc. (the "Company" or "Berkshire") consolidated with accounts of all its subsidiaries. Intercompany accounts and transactions have been eliminated. In the accompanying financial statements for 1993 and 1992, reclassifications have been made when required to conform to the current year presentation. (b) Cash equivalents Cash equivalents consist of funds invested in money market accounts and in investments with a maturity of three months or less when purchased. (c) Investments Management determines the appropriate classifications of investments in securities with fixed maturities and marketable equity securities at the time of purchase and reevaluates such designations as of each balance sheet date. At December 31, 1994, investments in securities with fixed maturities (except for such securities held by finance businesses) and marketable equity securities, are classified as available-for-sale. Securities with fixed maturities held by finance businesses are classified as held-to-maturity. At December 31, 1993, all fixed maturity securities were classified as held-to-maturity. Securities with fixed maturities are deemed to be held-to-maturity securities when the Company has the ability and positive intent to hold them to maturity. Held-to-maturity securities are carried at amortized cost. Available-for-sale securities are stated at fair value, with unrealized gains and losses, net of tax, reported in a separate component of shareholders' equity. Realized gains and losses on sales of investments, as determined on a specific identification basis, are included in the Consolidated Statements of Earnings. (d) Goodwill of acquired businesses The difference between purchase cost and the fair value of the net assets of acquired businesses is amortized on a straight line basis over forty years. The net unamortized balance is carried in other assets. (e) Insurance premium acquisition costs For financial reporting purposes, certain costs of acquiring insurance premiums are deferred, subject to ultimate recoverability, and charged to income as the premiums are earned. Generally, the ultimate recoverability of premium acquisition costs is determined without regard to investment income. (f) Deferred charges re reinsurance assumed The excess of estimated liabilities for claims and claim costs ultimately payable by the Insurance Group over consideration received with respect to retroactive property/casualty reinsurance contracts that provide for indemnification of insurance risk, other than structured settlements, is established as a deferred charge at inception of such contracts. The deferred charges are subsequently amortized using the interest method over the expected settlement periods of the claim liabilities. The unamortized balance of deferred charges is included in other assets. (g) Property and casualty insurance policyholder liabilities Property and casualty insurance policyholder liabilities are comprised primarily of (i) unpaid losses and loss adjustment expenses, (ii) unearned premiums, and (iii) funds held under reinsurance assumed. Liability for unpaid losses and loss adjustment expenses represents the aggregate of such obligations of members of the Insurance Group with respect to: (i) prospective property/casualty insurance and reinsurance contracts, (ii) retroactive property/casualty reinsurance contracts that provide for indemnification of insurance risk, other than structured settlements, and (iii) reinsurance contracts providing for periodic payments with respect to settled claims ("structured settlements"). Except for structured settlement liabilities which are stated at discounted present values, the liability for unpaid losses and loss adjustment expenses is at the aggregate of estimated ultimate payment amounts. 22 24 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) BERKSHIRE HATHAWAY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (1) SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (Continued) (g) Property and casualty insurance policyholder liabilities (Continued) Ultimate payment amounts with respect to prospective contracts are determined from (i) individual case estimates, (ii) estimates of incurred but not reported losses, based on past experience, and (iii) reports of losses from ceding insurers. Ultimate payment amounts with respect to retroactive reinsurance contracts that provide for indemnification of insurance risk, other than structured settlements, are established for financial reporting purposes at maximum limits of indemnification under the contracts. (See also 1(f) above related to deferred charges re reinsurance assumed.) Liabilities under structured settlement contracts are established when the contracts are entered into, at the then present value of the actuarially determined ultimate payment amount discounted at the prevailing market interest rate. Thereafter, annual accretions to the liabilities are charged to losses incurred. Funds held under reinsurance assumed treaties primarily consist of deposit balances refundable to insureds for coverages which the Company believes do not indemnify the ceding company against insurance risk, as defined by Statement of Financial Accounting Standards No. 113, "Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration Contracts". (h) Insurance premiums Insurance premiums for prospective insurance and non-property catastrophe reinsurance policies are recognized as revenues ratably over their terms with unearned premiums computed on a monthly or daily pro rata basis. Premiums for catastrophe excess of loss reinsurance coverages are deferred until the earlier of a loss occurrence or policy expiration. Consideration received for indemnification of risk under retroactive reinsurance contracts and structured settlements is accounted for as premiums earned at the inception of the contracts. Premiums earned are stated net of amounts ceded to reinsurers. (j) Reinsurance Provisions for losses and loss adjustment expenses are reported in the accompanying Consolidated Statements of Earnings after deducting estimates of recoveries under reinsurance contracts. Such recoveries totalled $61 million, $34 million, and $90 million for 1994, 1993 and 1992, respectively. Reinsurance contracts do not relieve the Insurance Group Members of their obligations to indemnify policyholders with respect to the underlying insurance and reinsurance contracts. Estimates of losses and loss expenses recoverable under reinsurance contracts are included in receivables. (k) Accounting changes Effective January 1, 1993, the Company adopted the provisions of Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes" ("SFAS 109"). The adoption of SFAS 109 changed the Company's method of accounting for income taxes from the "deferred method" to the "asset and liability method". Previously the Company deferred the past tax effects of timing differences between financial reporting and taxable income. Under the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The provisions of SFAS 109 require that the effect on deferred taxes of a change in tax rates be recognized in income in the period that includes the enactment date. In May 1993, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 115 "Accounting for Certain Investments in Debt and Equity Securities" ("SFAS 115"). As permitted under the statement, the Company elected to adopt the statement's provisions as of December 31, 1993. Among its provisions, the statement requires a change in the accounting for marketable equity securities held by non-insurance entities. Prior to the adoption of SFAS 115, such securities were carried at the lower of aggregate cost or market. Under the provisions of SFAS 115, these securities are now carried at market and accounted for in the same manner as marketable equity securities held by the Company's insurance subsidiaries. 23 25 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) BERKSHIRE HATHAWAY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (2) DEXTER SHOE COMPANIES MERGER On November 7, 1993, the Company consummated a merger with the privately held Dexter Shoe Companies ("Dexter") by reissuing 25,203 shares of its common stock held in treasury in exchange for 100% of the outstanding common stock of Dexter. Dexter manufactures and distributes men's and women's dress, casual and athletic shoes. The merger was accounted for by the purchase method of accounting and, accordingly, Dexter's operating results are included in the Company's consolidated results of operations from the effective date of the merger. Had the results of Dexter been included commencing with operations in 1992, the reported results would not have been materially affected. (3) INVESTMENTS IN SECURITIES WITH FIXED MATURITIES The amortized cost and estimated fair values as of December 31, 1994 and 1993, of investments in securities with fixed maturities are as follows (in thousands):
December 31, 1994 Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value ---------- ----------- ----------- ---------- Bonds: U.S. Treasury securities and obligations of U.S. government corporations and agencies . . . $ 733,543 $ -- $ (16,721) $ 716,822 Obligations of states, municipalities and political subdivisions . . . . . . . . . . 601,009 22,266 (3,453) 619,822 Corporate bonds . . . . . . . . . . . . . . . . . 8,030 2,463 (2) 10,491 Redeemable preferred stocks . . . . . . . . . . . . 422,923 15,002 (2,971) 434,954 Mortgage-backed securities . . . . . . . . . . . . 40,010 35 (1,401) 38,644 ---------- ---------- --------- ---------- $1,805,515 $ 39,766 $ (24,548) $1,820,733 ========== ========== ========= ==========
December 31, 1993 Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value ---------- ---------- ---------- ---------- Bonds: U.S. Treasury securities and obligations of U.S. government corporations and agencies . . . $ 9,286 $ 131 $ (4) $ 9,413 Obligations of states, municipalities and political subdivisions . . . . . . . . . . 643,094 49,903 (810) 692,187 Redeemable preferred stocks . . . . . . . . . . . . 681,882 15,188 (90,060) 607,010 Mortgage-backed securities . . . . . . . . . . . . 63,550 1,635 (7) 65,178 ---------- ---------- ---------- ---------- $1,397,812 $ 66,857 $ (90,881) $1,373,788 ========== ========== ========== ==========
Amounts above exclude securities with fixed maturities held by finance businesses. See note 7. Shown below are the amortized cost and estimated fair values of the above securities at December 31, 1994, by contractual maturity dates. Actual maturities will differ from contractual maturities because issuers of certain of the securities retain early call or prepayment rights. Amounts are in thousands.
Estimated Amortized Fair Cost Value ------------- ------------ Due in one year or less . . . . . . . . . . . . . . . . . . . . . . . . $ 647,401 $ 647,054 Due after one year through five years . . . . . . . . . . . . . . . . . 904,129 920,960 Due after five years through ten years . . . . . . . . . . . . . . . . 199,551 196,918 Due after ten years . . . . . . . . . . . . . . . . . . . . . . . . . . 14,424 17,157 ---------- ---------- $1,765,505 $1,782,089 Mortgage-backed securities . . . . . . . . . . . . . . . . . . . . . . 40,010 38,644 ---------- ---------- $1,805,515 $1,820,733 ========== ==========
Gross realized gains and losses on sales and redemptions of securities with fixed maturities were as follows (in thousands):
1994 1993 1992 ------- ------- ------- Gross realized gains . . . . . . . . . . . . . . . . . . . $ 6,808 $40,109 $80,076 Gross realized losses . . . . . . . . . . . . . . . . . . . (4,268) (174) (563)
24 26 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) BERKSHIRE HATHAWAY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (4) INVESTMENTS IN MARKETABLE EQUITY SECURITIES Aggregate data with respect to the consolidated investment in marketable equity securities are shown below (in thousands):
December 31, 1994 Unrealized Cost Gains Market ------------ ------------ ------------ Common stock of: Capital Cities/ABC, Inc. (a) . . . . . . . . . . . . $ 345,000 $1,360,000 $ 1,705,000 The Coca-Cola Company . . . . . . . . . . . . . . . 1,298,888 3,851,112 5,150,000 GEICO Corporation (b) . . . . . . . . . . . . . . . 45,713 1,632,537 1,678,250 The Gillette Company . . . . . . . . . . . . . . . 600,000 1,197,000 1,797,000 Wells Fargo & Company (c) . . . . . . . . . . . . . 423,680 561,047 984,727 All other marketable equity securities . . . . . . . . 2,869,830 1,051,687(d) 3,921,517 ---------- ---------- ----------- $5,583,111 $9,653,383 $15,236,494 ========== ========== ===========
December 31, 1993 Unrealized Cost Gains Market ------------ ------------ ------------ Common stock of: Capital Cities/ABC, Inc. (a) . . . . . . . . . . . . $ 345,000 $ 894,000 $ 1,239,000 The Coca-Cola Company . . . . . . . . . . . . . . . 1,023,920 3,144,055 4,167,975 GEICO Corporation (b) . . . . . . . . . . . . . . . 45,713 1,713,881 1,759,594 The Gillette Company . . . . . . . . . . . . . . . 600,000 831,000 1,431,000 Wells Fargo & Company (c) . . . . . . . . . . . . . 423,680 454,934 878,614 All other marketable equity securities . . . . . . . . 1,857,809 1,182,621(e) 3,040,430 ---------- ---------- ----------- $4,296,122 $8,220,491 $12,516,613 ========== ========== ===========
(a) Common shares of Capital Cities/ABC, Inc. ("Capital Cities") owned by Berkshire subsidiaries possessed approximately 13% of the voting rights of all Capital Cities shares outstanding at December 31, 1994. The shares are held subject to an Agreement, the terms of which grant to Capital Cities a right of first refusal to purchase the shares and otherwise govern until January 3, 1997, the manner by which the shares may be sold or transferred. Also, Berkshire and its subsidiaries have delivered to Capital Cities irrevocable proxies with respect to these shares in favor of Thomas S. Murphy or Daniel B. Burke, so long as either shall be the chief executive officer of Capital Cities, to vote the shares at any and all meetings of shareholders of Capital Cities. The proxies expire on January 2, 1997, or at the earlier date when neither of such persons is chief executive officer of Capital Cities. (b) Subsidiaries of Berkshire owned shares of common stock of GEICO Corporation that possessed approximately 50% of the voting rights of all GEICO shares outstanding at December 31, 1994. Berkshire maintains an independent proxy arrangement for voting of the shares as required by Order of GEICO's domiciliary insurance supervisory authority. The Order, dating from Berkshire subsidiaries' major purchase of the shares in 1976, prohibits Berkshire from seeking or causing to change the independent proxy. Also, under the Order, no officer or director of Berkshire or of any affiliate or subsidiary of Berkshire is permitted to serve as a director of GEICO. Because the Order divests Berkshire of its voting rights with respect to the shares, Berkshire does not use the equity method of accounting for its investment in GEICO. (c) Subsidiaries of Berkshire owned common shares of Wells Fargo & Company ("Wells Fargo") that possessed approximately 13% of the voting rights of all Wells Fargo shares outstanding at December 31, 1994. The shares are held subject to a Passivity Agreement, the terms of which among other things prohibit Berkshire, without prior approval from the Federal Reserve Board of San Francisco, from seeking representation on the Board of Directors of Wells Fargo and from disposing of more than 5% of the Wells Fargo securities in any single transaction. In connection therewith, Berkshire has granted a proxy to the Secretary of Wells Fargo, with respect to all Wells Fargo stock presently owned and with respect to such additional shares of Wells Fargo stock as Berkshire may purchase and hold in the future. (d) Represents gross unrealized gains $1,187,893, less gross unrealized losses $136,206. (e) Represents gross unrealized gains $1,275,413, less gross unrealized losses $92,792. Gross realized gains and losses on sales of marketable equity securities were as follows (in thousands):
1994 1993 1992 ---------- ---------- ---------- Gross realized gains . . . . . . . . . . . . . . . . . . . . . $185,702 $518,347 * $ 10,595 Gross realized losses . . . . . . . . . . . . . . . . . . . . . (96,910) (11,860) (171)
* During the fourth quarter of 1993, a subsidiary of Berkshire sold 10,000,000 common shares of its investment in Capital Cities in connection with that company's offer to buy from its shareholders up to 20,000,000 of its common shares. Prior to the sale and since 1986, Berkshire subsidiaries owned 30,000,000 shares of Capital Cities or approximately 18% of that company's outstanding stock. Berkshire's gross realized gain from this transaction was $457.5 million. 25 27 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) BERKSHIRE HATHAWAY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (5) INVESTMENT IN SALOMON INC The Company's investment in Salomon Inc consists of the following (in thousands):
December 31, 1994 December 31, 1993 -------------------------------------- ------------------------------------- Fair Carrying Fair Carrying Cost Value Value Cost Value Value ---------- ---------- ---------- ---------- ---------- ---------- Cumulative Convertible Preferred Stock . . . . . . . . . . $ 700,000 $ 735,000 $ 735,000 $ 700,000 $ 875,000 $ 700,000 Common Stock . . . . . . . . . . . . 324,445 248,760 288,418 21,636 23,584 23,584 ---------- ---------- ---------- ---------- ---------- ---------- $1,024,445 $ 983,760 $1,023,418 $ 721,636 $ 898,584 $ 723,584 ========== ========== ========== ========== ========== ==========
At both December 31, 1994 and 1993, Berkshire subsidiaries owned 700,000 shares of Cumulative Convertible Preferred Stock ("Preferred Shares"). The Preferred Shares have a redemption value of $1,000 per share and are entitled to receive quarterly dividends at the annual rate of $90 per share. The Preferred Shares can be converted into shares of Salomon Inc common stock at $38 per share and are entitled to one vote per share of common stock into which such shares are convertible (18,421,053 at December 31, 1994). Annually on each October 31, commencing in 1995, Salomon Inc will redeem, at cost, 140,000 of the Preferred Shares or such fewer number as are then outstanding. As discussed in Note 1(c), the Preferred Shares are carried at fair value at December 31, 1994, whereas they were carried at cost at December 31, 1993. Berkshire subsidiaries possess slightly in excess of 20% of the total voting rights in Salomon. (Such rights consisting of rights attaching to the aforementioned Preferred Shares plus 6,633,600 common shares held at December 31, 1994.) Effective April 1, 1994, the Company adopted the equity method of accounting with respect to its investment in Salomon Inc common stock. The provisions of Accounting Principles Board Opinion No. 18 "The Equity Method of Accounting for Investments in Common Stock" require that the equity method be applied only to investments in common stock. Accordingly, as previously discussed, the Preferred Shares continue to be carried at fair value in accordance with SFAS 115. Income from the investment in Salomon Inc consists of the following (in thousands):
1994 1993 1992 ------- ------- ------- Dividends on Preferred Shares . . . . . . . . . . . . . . . . $63,000 $63,000 $63,000 Equity in net loss of Salomon attributable to common stock holdings* . . . . . . . . . . . . . . . . . (32,942) -- -- ------- ------- ------- $30,058 $63,000 $63,000 ======= ======= =======
* After giving effect to amortization, over forty years, of the excess of the cost of Salomon common stock over its related book value. (6) INVESTMENT IN USAIR GROUP, INC. PREFERRED STOCK Investments in securities with fixed maturities include 358,000 shares of USAir Group, Inc. Series A Cumulative Convertible Preferred Stock ("USAir Preferred Shares"). The USAir Preferred Shares were acquired in 1989 for $358 million. If not called or converted prior to August 7, 1999, the USAir Preferred Shares are mandatorily redeemable by USAir Group, Inc. ("USAir") at $1,000 per share ($358 million in the aggregate), plus accrued dividends. For the past five years USAir has incurred very significant losses. On September 29, 1994, USAir announced that it was deferring the quarterly dividend payment due September 30, 1994, on the USAir Preferred Shares. As of March 7, 1995 neither the quarterly dividend due September 30, 1994 or December 31, 1994, had been received. USAir has publicly stated that its ability to survive in the low fare competitive environment is contingent upon USAir's ability permanently to reduce its operating costs through reductions in personnel costs and other cost saving initiatives. USAir management is currently engaged in discussions with the leadership of its unionized employees to achieve its goal of reducing personnel costs. While USAir's management has stated they are committed to reaching an agreement with the labor groups, both the timing and the outcome of the negotiations are uncertain. As a result of the extended period of losses and the uncertainty surrounding the outcome of the labor negotiations, Berkshire management has concluded that an other than temporary decline in the value of the USAir Preferred Shares has arisen. Accordingly, the 1994 Consolidated Statement of Earnings includes a charge of $268.5 million to reflect the decline. While the aforementioned charge to earnings was recorded in the fourth quarter of 1994; the charge to shareholders' equity, however, had been recorded in earlier 1994 reporting periods. Effective March 31, 1994, investments in securities with fixed maturities were classified as available-for-sale and carried at fair value with the net after-tax unrealized gain or loss reported as a component of shareholders' equity. Accordingly, at March 31, 1994, the carrying value of the USAir Preferred Shares was adjusted to reflect its then estimated fair value of $179.0 million. At September 30, 1994, the estimate was adjusted downward to $89.5 million which also represents the estimated fair value as of December 31, 1994. 26 28 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) BERKSHIRE HATHAWAY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (7) FINANCE BUSINESSES Berkshire's finance businesses are comprised of commercial and consumer finance companies and an annuity business. Assets and liabilities of Berkshire's finance businesses are summarized below (in thousands):
Dec. 31, Dec. 31, 1994 1993 -------- -------- ASSETS Cash and cash equivalents . . . . . . . . . . . $ 15,976 $ 37,063 Installment loans receivable . . . . . . . . . 157,985 163,827 Fixed maturity investments(a) . . . . . . . . . 538,866 667,101 Other . . . . . . . . . . . . . . . . . . . . . 4,255 4,410 -------- -------- $717,082 $872,401 ======== ======== LIABILITIES 8.125% Notes, payable in 1996 . . . . . . . . . $120,000 $120,000 Borrowings under investment agreements(b) . . . 369,964 551,909 Annuity reserves . . . . . . . . . . . . . . . 41,021 5,435 Other . . . . . . . . . . . . . . . . . . . . . 31,458 52,022 -------- -------- $562,443 $729,366 ======== ========
(a) At December 31, 1994 and 1993, mortgage-backed securities of $396,033 and $534,352 respectively were included in this caption. Each of these securities has received the highest rating from at least two rating agencies. Estimated fair values and gross unrealized gains and losses as of December 31, 1994 and 1993, are as follows (in thousands):
Gross Gross Estimated Unrealized Unrealized Fair Amortized Cost Gains Losses Value -------------- ---------- ---------- --------- 1994 . . . $538,866 $ 655 $(21,091) $518,430 1993 . . . 667,101 2,025 (1,660) 667,466
(b) Borrowings under investment agreements are made pursuant to contracts with terms generally ranging from six months to thirty years calling for interest payable, normally semiannually, at fixed rates ranging from 2.5% to 7.3% per annum. Payments of amounts outstanding at December 31, 1994, are expected to be required no earlier than as follows (in thousands): 1995 . . . . . . . . . . . . . .$256,270 1996 . . . . . . . . . . . . . . 35,717 1997 . . . . . . . . . . . . . . 3,998 1998 . . . . . . . . . . . . . . 254 1999 . . . . . . . . . . . . . . 1,868 After 1999 . . . . . . . . . . . 71,857
Income from finance businesses for each of the past three years is summarized below (in thousands):
1994 1993 1992 -------- ------- ------- REVENUES Interest on loans . . . . . . . . . . . . . . . . $37,407 $42,671 $51,564 Interest and dividend income . . . . . . . . . . 34,749 20,107 15,950 Annuity premiums earned . . . . . . . . . . . . . 35,998 5,615 -- ------- ------- ------- 108,154 68,393 67,514 ------- ------- ------- COST AND EXPENSES Interest expense . . . . . . . . . . . . . . . . 31,665 24,204 25,854 Annuity benefits and underwriting expenses . . . 37,664 5,724 -- General and administrative expenses . . . . . . . 13,940 16,239 20,964 ------- ------- ------- 83,269 46,167 46,818 ------- ------- ------- $24,885 $22,226* $20,696* ======= ======= =======
* Until October 1993, a savings and loan business was also included in this group of businesses. Income from finance businesses includes earnings of $5,857 and $4,547 in 1993 and 1992 respectively from this business. 27 29 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) BERKSHIRE HATHAWAY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (8) OTHER ASSETS Other assets are summarized below (in thousands):
Dec. 31, Dec. 31, 1994 1993 ------------ ------------ Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . $454,633 $ 467,544 Deferred charges re reinsurance assumed . . . . . . . . . 440,664 466,013 Other . . . . . . . . . . . . . . . . . . . . . . . . . . 89,579 95,859 -------- ---------- $984,876 $1,029,416 ======== ==========
(9) PROPERTY AND CASUALTY INSURANCE POLICYHOLDER LIABILITIES Property and casualty insurance policyholder liabilities are summarized below (in thousands):
Dec. 31, Dec. 31, 1994 1993 ------------- ------------- Unpaid losses and loss adjustment expenses* . . . . . . . $3,430,028 $3,155,905 Unearned premiums . . . . . . . . . . . . . . . . . . . . 307,232 315,750 Funds held under reinsurance assumed . . . . . . . . . . . 307,287 215,773 Other . . . . . . . . . . . . . . . . . . . . . . . . . . 156,266 119,760 ---------- ---------- $4,200,813 $3,807,188 ========== ==========
* Unpaid losses and loss adjustment expenses include liabilities established with respect to retroactive reinsurance contracts that provide for indemnification of insurance risk. These liabilities aggregated $1,295,991 and $1,181,235 at December 31, 1994 and 1993, respectively. Related deferred charges were established with respect to these contracts and are reported as other assets. Also included in unpaid losses and loss adjustment expenses are discounted structured settlement reinsurance liabilities, which totalled $231,255 and $254,325 at December 31, 1994 and 1993, respectively. Supplemental data with respect to unpaid losses and loss adjustment expenses of property/casualty insurance subsidiaries (in thousands):
1994 1993 1992 ------------ ----------- ----------- Unpaid losses and loss adjustment expenses: Balance at beginning of year . . . . . . . . . . . $3,155,905 $3,219,441 $2,978,837 Less ceded liabilities and deferred charges . . . . 597,860 655,309 652,041 ---------- ---------- ---------- Net balance . . . . . . . . . . . . . . . . . . . . 2,558,045 2,564,132 2,326,796 ---------- ---------- ---------- Incurred losses recorded: Current accident year . . . . . . . . . . . . . . . 505,058 439,404 658,484 All prior accident years * . . . . . . . . . . . . 60,199 11,255 29,141 ---------- ----------- ----------- Total incurred losses . . . . . . . . . . . . . . . 565,257 450,659 687,625 ---------- ----------- ----------- Payments with respect to: Current accident year . . . . . . . . . . . . . . . 50,859 47,029 53,845 All prior accident years . . . . . . . . . . . . . 216,346 409,717 422,905 ---------- ----------- ----------- Total payments . . . . . . . . . . . . . . . . . . 267,205 456,746 476,750 ---------- ----------- ----------- Unpaid losses and loss adjustment expenses: Net balance at end of year . . . . . . . . . . . . 2,856,097 2,558,045 2,537,671 Plus ceded liabilities and deferred charges . . . . 573,931 597,860 652,865 ---------- ---------- ---------- Balance at end of year . . . . . . . . . . . . . . . $3,430,028 $3,155,905 $3,190,536** ========== ========== ==========
* Incurred losses "all prior years" reflects the amount of estimation error charged or credited to earnings in each year. In addition, this amount includes amortization of deferred charges re reinsurance assumed and accretion of discounted structured settlement liabilities. ** Excludes unpaid liabilities of Central States Indemnity Company of Omaha -- acquired by the Company at the end of 1992. 28 30 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) BERKSHIRE HATHAWAY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (10) INCOME TAXES The liability for income taxes as reflected in the accompanying Consolidated Balance Sheets represent estimates of liabilities as follows (in thousands):
Dec. 31, Dec. 31, 1994 1993 ---------- ---------- Payable currently . . . $ 62,401 $ 289,686 Deferred . . . . . . . 3,230,201 2,740,503 ---------- ---------- $3,292,602 $3,030,189 ========== ==========
As discussed in Note 1(k), the Company adopted SFAS 109 as of January 1, 1993. The cumulative effect of adopting SFAS 109 on the Company's financial statements was to decrease 1993 net income by about $71 million. This amount is reflected in the 1993 Consolidated Statement of Earnings as the cumulative effect of change in accounting principle. It primarily represents the impact of adjusting deferred taxes related to unrealized appreciation of marketable equity securities which arose prior to 1987 to reflect the then current capital gain tax rate of 34% as opposed to the 28% rate which was in effect when the deferred taxes originated. The effect of the accounting change on 1993 earnings before income taxes and cumulative effect adjustment was not material. Prior year financial statements have not been restated. During 1993, the federal corporate income and capital gain tax rate was increased from 34% to 35% retroactive to January 1, 1993. Accordingly, as required under SFAS 109, the Company recorded a charge to 1993 earnings of approximately $75 million. Most of this charge relates to the impact of adjusting deferred taxes applicable to unrealized appreciation of marketable equity securities. The Consolidated Statements of Earnings reflect charges for income taxes as shown below (in thousands):
1994 1993* 1992 -------- -------- -------- Federal . . . . . . . . $133,443 $320,419 $110,276 State . . . . . . . . . 22,101 20,857 24,430 Foreign . . . . . . . . 3,122 4,026 3,383 -------- -------- -------- $158,666 $345,302 $138,089 ======== ======== ======== Current . . . . . . . . $188,482 $400,762 $183,248 Deferred . . . . . . . (29,816) (55,460) (45,159) -------- -------- -------- $158,666 $345,302 $138,089 ======== ======== ========
* Excludes the cumulative effect of change in accounting for income taxes ($70,984) and the effect of the change in federal income tax rate on deferred taxes applicable to unrealized appreciation of marketable equity securities ($75,348). The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities at December 31, 1994 and 1993, are shown below (in thousands):
1994 1993 ---------- ---------- Deferred tax liabilities: Relating to unrealized appreciation of marketable equity securities . . . . . . $3,381,328 $2,848,681 Other . . . . . . . . . . . . . . . . . . 71,883 73,638 ---------- ---------- 3,453,211 2,922,319 Deferred tax assets . . . . . . . . . . . . . (223,010) (181,816) ---------- ---------- Net deferred tax liability . . . . . . . . . $3,230,201 $2,740,503 ========== ==========
Charges for income taxes are reconciled to hypothetical amounts computed at the federal statutory rate in the table shown below (in thousands):
1994 1993 1992 -------- ---------- -------- Net earnings before income taxes . . . . . . . $662,197 $1,189,718 $550,617 ======== ========== ======== Hypothetical amounts applicable to above computed at the federal statutory rate . . . $231,769 $ 416,401 $187,210 Decreases, resulting from: Tax-exempt interest income . . . . . . . . . (14,548) (15,020) (14,727) Dividends received deduction . . . . . . . . (81,235) (68,333) (62,085) State income taxes, less federal income tax benefit . . . . . . . . . . . . . . . 14,366 13,557 16,128 Net other differences . . . . . . . . . . . . . 8,314 (1,303) 11,563 -------- ---------- -------- Total income taxes . . . . . . . . . . . . . . $158,666 $ 345,302* $138,089 ======== ========== ========
* Excludes the cumulative effect of change in accounting for income taxes and the effect of the change in federal income tax rate on deferred taxes applicable to unrealized appreciation of marketable equity securities. 29 31 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) BERKSHIRE HATHAWAY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (11) BORROWINGS UNDER INVESTMENT AGREEMENTS AND OTHER DEBT Liabilities reflected for this balance sheet caption are as follows (in thousands):
Dec. 31, Dec. 31, 1994 1993 -------- -------- Borrowings under investment agreements . . . . . $754,079 $915,079 Other debt . . . . . . . . . . . . . . . . . . . 56,640 57,310 -------- -------- $810,719 $972,389 ======== ========
Borrowings under investment agreements are made pursuant to contracts with terms generally ranging from three months to forty years and calling for interest payable, normally semiannually, at fixed rates ranging from 3.0% to 9.0% per annum. The borrowings are senior unsecured debt obligations of the Company. No materially restrictive covenants are included in any of the various debt agreements. Payments of amounts outstanding at December 31, 1994, are expected to be required no earlier than as follows (in thousands):
1995 1996 1997 1998 1999 After 1999 -------- -------- -------- -------- -------- ---------- $36,148 $15,381 $20,090 $17,018 $44,054 $678,028
(12) SHAREHOLDERS' EQUITY ACCOUNTS Changes in Shareholders' Equity accounts during the most recent three years were as follows (dollars in thousands except per share amounts):
Common Capital Stock of $5 in excess Net Unrealized Retained Treasury Par Value of par value Appreciation Earnings Stock ----------- ------------ -------------- ---------- -------- Balance December 31, 1991 . . . . . . . . . . . . . $6,876 $157,377 $3,962,989 $3,294,969 $42,293 Increase during 1992 in unrealized appreciation included in carrying value of marketable equity securities . . . . . . . . . . . . . . . . . . . 1,644,810 Change during 1992 in deemed applicable income taxes . . . . . . . . . . . . . . . . . . . . . (559,235) Increase in minority shareholders' interest in unrealized appreciation . . . . . . . . . . . . (1,345) Common stock (2,162 shares) issued upon conversion of Zero Coupon Convertible Subordinated Notes 11 24,887 Net earnings 1992 . . . . . . . . . . . . . . . . . 407,285 ------ -------- ---------- ---------- ------- Balance December 31, 1992 . . . . . . . . . . . . . 6,887 182,264 5,047,219 3,702,254 42,293 Common stock (3,944 shares) issued upon conversion of Zero Coupon Convertible Subordinated Notes 20 45,457 Common stock (25,203 shares) issued in connection with acquisition of Dexter Shoe Companies . . . 428,353 (4,659) Increase during 1993 in unrealized appreciation included in carrying value of marketable equity securities . . . . . . . . . . . . . . . . . . . 316,002 Change during 1993 in deemed applicable income taxes . . . . . . . . . . . . . . . . . . . . . (119,843) Increase in minority shareholders' interest in unrealized appreciation . . . . . . . . . . . . (2,501) Net earnings 1993 . . . . . . . . . . . . . . . . . 688,121 Cumulative effect of adoption on December 31, 1993, of SFAS 115 (See note 1[k]) . . . . . . . . . . 171,775 ------ -------- ---------- ---------- ------- Balance December 31, 1993 . . . . . . . . . . . . . $6,907 $656,074 $5,412,652 $4,390,375 $37,634 Increase during 1994 in unrealized appreciation included in carrying value of investments . . . 1,481,162 Change during 1994 in deemed applicable income taxes . . . . . . . . . . . . . . . . . . . . . (519,514) Increase in minority shareholders' interest in unrealized appreciation . . . . . . . . . . . . (9,938) Net earnings 1994 . . . . . . . . . . . . . . . . . 494,798 ------ -------- ---------- ---------- ------- Balance December 31, 1994 . . . . . . . . . . . . . $6,907 $656,074 $6,364,362 $4,885,173 $37,634 ====== ======== ========== ========== =======
30 32 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) BERKSHIRE HATHAWAY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (13) DIVIDEND RESTRICTIONS - INSURANCE SUBSIDIARIES Payments of dividends by Insurance Group members are restricted by insurance statutes and regulations. Without prior regulatory approval in 1995, Berkshire can receive up to approximately $488 million as dividends from insurance subsidiaries. Combined shareholders' equity of insurance subsidiaries determined pursuant to statutory accounting rules (Statutory Surplus as Regards Policyholders) was approximately $13.4 billion at December 31, 1994. This amount exceeded by approximately $2.4 billion the corresponding amount determined on the basis of generally accepted accounting principles; the difference principally represents deferred income tax assets and liabilities and deferred charges re reinsurance assumed recognized for financial reporting purposes but not for statutory reporting purposes. (14) FAIR VALUES OF FINANCIAL INSTRUMENTS Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments" ("SFAS 107"), requires certain fair value disclosures. Fair value disclosures are required for most investment securities as well as other contractual assets and liabilities. Certain financial instruments, including insurance contracts, were excluded from SFAS 107 disclosure requirements due to perceived difficulties in measuring fair value. Accordingly, an estimation of fair value was not made with respect to unpaid losses and loss adjustment expenses. In determining fair value, the Company used quoted market prices when available. For instruments where quoted market prices were not available, the Company used independent pricing services or appraisals by the Company's management. Those services and appraisals reflected the estimated present values utilizing current risk adjusted market rates of similar instruments. Considerable judgement is necessarily required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value. The carrying values of cash and cash equivalents, receivables and accounts payable, accruals and other liabilities are deemed to be reasonable estimates of their fair values. The estimated fair values of the Company's other financial instruments as of December 31, 1994 and 1993, are as follows (in thousands):
Carrying Value Estimated Fair Value -------------- -------------------- 1994 1993 1994 1993 -------------- -------------- -------------- -------------- Investments in securities with fixed maturities . . . . . . . . . . . . . . $ 1,820,733 $ 1,397,812 $ 1,820,733 $ 1,373,788 Investments in marketable equity securities 15,236,494 12,516,613 15,236,494 12,516,613 Investment in Salomon Inc . . . . . . . . 1,023,418 723,584 983,760 898,584 Assets of finance businesses . . . . . . 717,082 872,401 702,858 891,505 Borrowings under investment agreements and other debt . . . . . . . . . . . . . . 810,719 972,389 768,595 1,048,623 Liabilities of finance businesses . . . . 562,443 729,366 546,667 735,521
(15) SUPPLEMENTAL CASH FLOW INFORMATION A summary of supplemental cash flow information is presented in the following table (in thousands):
1994 1993 1992 ------------ ------------ ------------ Cash paid during the year for: Income taxes . . . . . . . . . . . . . . . . . . . . . . . . $ 411,092 $ 235,015 $ 121,027 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . 90,596 70,629 95,730 Non-cash investing and financing activities: Liabilities assumed in connection with acquisition of businesses -- 26,093 45,735 Common shares issued upon conversions of Zero Coupon Convertible Subordinated Notes . . . . . . . . . . . . . -- 45,477 24,898 Common shares issued in connection with acquisition of Dexter Shoe Companies . . . . . . . . . . . . . . . . . . -- 433,012 --
31 33 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) BERKSHIRE HATHAWAY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (16) QUARTERLY DATA A summary of revenues and earnings by quarter for each of the last two years is presented in the following table. This information is unaudited. Dollars are in thousands, except per share amounts.
1st 2nd 3rd 4th 1994 Quarter Quarter Quarter Quarter ------- ------- ------- ------- Revenues . . . . . . . . . . . . . . . . . . . . . . . . $917,963 $868,360 $795,500 $1,265,644 -------- -------- -------- ---------- Earnings: Excluding realized investment gain . . . . . . . . . $ 82,312 $158,784 $110,466 $ 82,097* Realized investment gain (loss) . . . . . . . . . . . 50,578 5,863 (4,646) 9,344 -------- --------- -------- -------- Net earnings . . . . . . . . . . . . . . . . . . . . $132,890 $164,647 $105,820 $ 91,441 ======== ======== ======== ========== Earnings per share: Before realized investment gain . . . . . . . . . . . $ 69.89 $134.82 $ 93.79 $69.71* Realized investment gain (loss) . . . . . . . . . . . 42.94 4.98 (3.94) 7.93 ------- ------- ------- ------ Net earnings . . . . . . . . . . . . . . . . . . . . $112.83 $139.80 $ 89.85 $77.64 ======= ======= ======= ======
* Includes a nonrecurring charge of $172,579 ($146.53/share) representing an other than temporary decline in value of investment in USAir Group, Inc. Preferred Stock. See note 6.
1st 2nd 3rd 4th 1993 Quarter Quarter Quarter Quarter ------- ------- ------- ------- Revenues . . . . . . . . . . . . . . . . . . . . . . . . $725,827 $703,698 $744,127 $1,425,612 -------- -------- -------- ---------- Earnings: Excluding realized investment gain and cumulative effect of accounting change . . . . . . $ 84,105 $103,836 $ 12,389* $ 202,073 Realized investment gain . . . . . . . . . . . . . . 16,630 8,127 10,405 321,540** Cumulative effect of change in accounting for income taxes . . . . . . . . . . . . . . . . . (70,984) -- -- -- --------- ---------- ---------- ----------- Net earnings . . . . . . . . . . . . . . . . . . . . $ 29,751 $111,963 $ 22,794 $ 523,613 ======== ======== ======== ========== Earnings per share: Before realized investment gain and cumulative effect of accounting change . . . . . . $72.97 $90.09 $10.75* $173.10 Realized investment gain . . . . . . . . . . . . . . 14.43 7.05 9.03 275.45** Cumulative effect of change in accounting for income taxes . . . . . . . . . . . . . . . . . (61.59) -- -- -- ------ ------- ------- -------- Net earnings . . . . . . . . . . . . . . . . . . . . $25.81 $97.14 $19.78 $448.55 ====== ====== ====== =======
* Includes a nonrecurring charge of $75,348 ($65.38/share) representing the effect of the change in federal income tax rates on deferred taxes applicable to unrealized appreciation. See note 10. ** Includes $297,375 ($254.75/share), net of taxes, related to sale of 10,000,000 shares of Capital Cities/ABC, Inc. common stock. See note 4. 32 34 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) BERKSHIRE HATHAWAY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (17) BUSINESS SEGMENT DATA Berkshire identified eight business segments for purposes of 1994 reporting pursuant to Statement of Financial Accounting Standards No. 14. These include the property and casualty insurance and reinsurance business (The Insurance Segment) plus seven separately conducted non-insurance businesses as follows:
Business identity and headquarters Product Activity ------------------------- ------- -------- See's Candies Candy Manufacture and distribution at retail South San Francisco, CA and by catalog solicitation World Book Encyclopedias and Publication and marketing, Chicago, IL other reference materials principally by the direct sales method Kirby, Douglas and Cleveland Wood Divisions of The Scott Fetzer Company Home cleaning systems Manufacture and sale principally to distributors Cleveland, OH Nebraska Furniture Mart Home furnishings Retailing Omaha, NE Buffalo News Newspaper Publication of a daily and Sunday newspaper Buffalo, NY H. H. Brown Shoe Co., Lowell Shoe, Inc. and Dexter Shoe Companies Shoes Manufacture, importing and distribution at wholesale Greenwich, CT, Hudson, and retail NH and Dexter, ME Fechheimer Bros. Co. Uniforms Manufacture and distribution at wholesale and retail Cincinnati, OH
The business segments identified above were responsible in 1994 for 83% of Berkshire's consolidated revenues. Other businesses activities that contributed for 1994, in the aggregate, 16% of Berkshire's consolidated revenues, were as follows:
Business identity Product/Service/Activity ------------------ ------------------------ Adalet Conduit fittings, explosion proof junction boxes, couplings and terminations BHR Real estate management Berkshire Hathaway Credit Corporation Commercial financing Berkshire Hathaway Life Insurance Co. Annuities Blue Chip Stamps Marketing motivational services Borsheim's Retailing fine jewelry Campbell Hausfeld Air compressors, air tools, painting systems and pressure washers Carefree Sun and shade control products and accessories for RVs France Appliance controls, ignition and sign transformers Halex Zinc die cast electrical fittings K&W Products Automotive compounds Meriam Pressure and flow measurement devices Northland Fractional horsepower motors Powerwinch Boat winches, windlasses and hoists Precision Steel service center Quikut Cutlery ScottCare Cardiopulmonary rehabilitation and monitoring equipment Scott Fetzer Financial Group Commercial and consumer finance companies Scot Labs Cleaning and maintenance chemicals Stahl Custom steel service bodies and tool boxes for trucks Wayne Furnace burners; sump, utility and sewage pumps Wesco Financial Real estate management Western Enterprises Compressed gas fittings and regulators Western Plastics Molded plastic components
33 35 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) BERKSHIRE HATHAWAY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (17) BUSINESS SEGMENT DATA (Continued) A disaggregation of Berkshire's consolidated data for each of the three most recent years is presented in the tables which follow on this and the following page. Amounts are in thousands.
REVENUES OPERATING PROFIT BEFORE TAXES 1994 1993 1992 1994 1993 1992 ---------- ---------- ---------- --------- ---------- -------- Identified Segments: Insurance . . . . . . . . . . . . . . $1,436,966 $1,591,226 $1,078,419 $ 639,218 $ 961,397 $298,715 Non-insurance businesses . . . . . . 1,771,870 1,440,120 1,283,240 275,399 224,795 209,871 ---------- ---------- ---------- --------- ---------- -------- 3,208,836 3,031,346 2,361,659 914,617 1,186,192 508,586 Other than identified segments . . . . . 638,631 567,918 615,598 (192,309)** 60,071 140,674 Interest expense * . . . . . . . . . . . (60,111) (56,545) (98,643) ---------- ---------- ---------- --------- ---------- -------- Aggregate consolidated total . . . . $3,847,467 $3,599,264 $2,977,257 $ 662,197 $1,189,718 $550,617 ========== ========== ========== ========= ========== ========
* Amounts of interest expense represent those for borrowings under investment agreements and other debt exclusive of that of finance businesses. ** Includes pre-tax charge of $268,500 representing an other than temporary decline in value of investment in USAir Group, Inc. Preferred Stock.
INSURANCE SEGMENT ----------------- REVENUES OPERATING PROFIT BEFORE TAXES 1994 1993 1992 1994 1993 1992 ---------- ---------- ---------- -------- -------- ---------- Premiums earned: * Primary or direct . . . . . . . . . . $ 281,074 $ 249,585 $ 179,441 Reinsurance assumed . . . . . . . . . 688,537 442,425 530,525 Reinsurance ceded . . . . . . . . . . (46,431) (41,284) (45,673) ---------- ---------- --------- 923,180 650,726 664,293 Underwriting . . . . . . . . . . . . . . $129,010 $ 30,070 $(108,961) Investment income . . . . . . . . . . . 421,753 384,632 361,517 418,175 375,459 355,067 Realized investment gain . . . . . . . . 92,033 555,868 52,609 92,033 555,868 52,609 ---------- ---------- ---------- -------- -------- --------- $1,436,966 $1,591,226 $1,078,419 $639,218 $961,397 $ 298,715 ========== ========== ========== ======== ======== =========
* Premiums written were as follows: 1994 1993 1992 --------- --------- -------- Primary or direct . . . . . . . . . . $271,151 $247,173 $153,177 Reinsurance assumed . . . . . . . . . 689,932 528,768 626,159 Reinsurance ceded . . . . . . . . . . (45,562) (38,854) (39,769) -------- -------- -------- $915,521 $737,087 $739,567 ======== ======== ========
NON-INSURANCE BUSINESS SEGMENTS ------------------------------- REVENUES OPERATING PROFIT BEFORE TAXES 1994 1993 1992 1994 1993 1992 ---------- ---------- ---------- -------- -------- -------- Candy . . . . . . . . . . . . . . . . . $ 216,060 $ 200,979 $ 197,017 $ 46,564 $ 40,270 $ 41,382 Encyclopedias, other reference material 191,297 198,807 246,107 24,375 19,375 28,228 Home cleaning systems . . . . . . . . . 207,567 193,891 190,072 43,938 40,944 37,744 Home furnishings . . . . . . . . . . . . 245,395 208,598 185,596 16,902 21,094 16,665 Newspaper . . . . . . . . . . . . . . . 150,915 145,470 139,764 53,666 50,390 47,291 Shoes . . . . . . . . . . . . . . . . . 609,398 370,211 214,873 76,416 40,003 25,586 Uniforms . . . . . . . . . . . . . . . . 151,238 122,164 109,811 13,538 12,719 12,975 ---------- ---------- ---------- -------- --------- --------- $1,771,870 $1,440,120 $1,283,240 $275,399 $224,795 $209,871 ========== ========== ========== ======== ======== ========
34 36 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued) BERKSHIRE HATHAWAY INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (17) BUSINESS SEGMENT DATA (Continued)
OTHER THAN IDENTIFIED SEGMENTS REVENUES OPERATING PROFIT BEFORE TAXES ------------------------------ 1994 1993 1992 1994 1993 1992 --------- --------- --------- --------- --------- --------- Other businesses . . . . . . . . . . . . $607,350 $550,754 $517,259 $ 59,209 $ 55,185 $ 54,321 Not identified with specific businesses: Interest and dividend income . . . . 31,982 26,608 61,011 31,982 26,608 61,011 Realized investment gain (loss) . . . (701) (9,444) 37,328 (701) (9,444) 37,328 All other except interest expense . . (282,799)* (12,278) (11,986) -------- --------- --------- --------- -------- -------- $638,631 $567,918 $615,598 $(192,309) $ 60,071 $140,674 ======== ======== ======== ========= ======== ========
* Includes pre-tax charge of $268,500 representing an other than temporary decline in value of investment in USAir Group, Inc. Preferred Stock.
DEPREC. & AMORT. CAPITAL EXPENDITURES * OF TANGIBLE ASSETS 1994 1993 1992 1994 1993 1992 -------- -------- -------- -------- -------- -------- Insurance . . . . . . . . . . . . . . . $ 935 $ 1,207 $ 1,071 $ 908 $ 812 $ 840 Candy . . . . . . . . . . . . . . . . . 4,111 4,287 4,167 4,095 4,116 4,061 Encyclopedias, other reference material 130 736 184 1,366 1,449 1,379 Home cleaning systems . . . . . . . . . 959 1,470 769 4,208 5,259 4,942 Home furnishings . . . . . . . . . . . . 22,633 5,254 8,528 6,226 2,663 2,210 Newspaper . . . . . . . . . . . . . . . 5,156 3,602 3,370 2,181 1,855 2,373 Shoes . . . . . . . . . . . . . . . . . 17,912 4,407 2,171 10,218 5,201 3,027 Uniforms . . . . . . . . . . . . . . . . 4,594 1,041 2,660 2,491 1,836 1,833 Other . . . . . . . . . . . . . . . . . 10,698 12,962 8,881 17,943 17,321 14,692 ------- ------- ------- ------- ------- ------- $67,128 $34,966 $31,801 $49,636 $40,512 $35,357 ======= ======= ======= ======= ======= =======
* Expenditures which were part of business acquisitions are excluded.
IDENTIFIABLE ASSETS AT YEAR END 1994 1993 1992 ------------ ------------ ------------ Insurance . . . . . . . . . . . . . . . . . . . . . . . $18,494,195 $16,126,933 $14,788,237 Candy . . . . . . . . . . . . . . . . . . . . . . . . . 69,442 70,201 65,880 Encyclopedias, other reference material . . . . . . . . 75,856 74,676 83,778 Home cleaning systems . . . . . . . . . . . . . . . . . 42,114 48,703 50,692 Home furnishings . . . . . . . . . . . . . . . . . . . . 128,389 101,147 88,331 Newspaper . . . . . . . . . . . . . . . . . . . . . . . 48,443 45,402 43,751 Shoes . . . . . . . . . . . . . . . . . . . . . . . . . 672,704 641,548 208,218 Uniforms . . . . . . . . . . . . . . . . . . . . . . . . 94,904 87,546 85,392 Other . . . . . . . . . . . . . . . . . . . . . . . . . 1,712,135 2,324,313 1,717,719 ---------- ----------- ----------- $21,338,182 $19,520,469 $17,131,998 =========== =========== ===========
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None Part III Except for the information set forth under the caption "Executive Officers of the Registrant" in Part I hereof, information required by this Part (Items 10, 11, 12, and 13) is incorporated by reference from the Registrant's definitive proxy statement, filed pursuant to Regulation 14A, for the Annual Meeting of Shareholders of the Registrant to be held on May 1, 1995, which meeting will involve the election of directors. 35 37 Part IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) 1. Financial Statements The following consolidated financial statements, as well as the Independent Auditors' Report, are included in Part II Item 8 of this report:
PAGE ---- Independent Auditors' Report 18 Consolidated Balance Sheets at December 31, 1994 and 1993 19 Consolidated Statements of Earnings for the years ended 1994, 1993 and 1992 20 Consolidated Statements of Cash Flows for the years ended 1994, 1993 and 1992 21 Notes to Consolidated Financial Statements 22 (a) 2. Financial Statement Schedule PAGE ---------------------------- ---- Independent Auditors' Report on Schedule 38 Schedule I -- Parent Company 39 Condensed Balance Sheets as of December 31, 1994 and 1993 and Condensed Statements of Earnings and Cash Flows for the years ended 1994, 1993, and 1992. Other schedules are omitted because they are not required, information therein is not applicable, or is reflected in the Consolidated Financial Statements or notes thereto. (a) 3. Exhibits -------- See the "Exhibit Index" at page 41. (b) Reports on Form 8-K ------------------- None
36 38 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Date: March 30, 1995 /s/ Marc D. Hamburg -------------- ---------------------------- Marc D. Hamburg Vice President and Treasurer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /s/ Warren E. Buffett Chairman of the Board March 30, 1995 --------------------------- of Directors - Chief -------------- Warren E. Buffett Executive Officer Date /s/ Charles T. Munger Vice Chairman of the March 30, 1995 -------------------------- Board of Directors -------------- Charles T. Munger Date /s/ Malcolm G. Chace, III Director March 30, 1995 --------------------------- -------------- Malcolm G. Chace, III Date /s/ Walter Scott, Jr. Director March 30, 1995 ----------------------------- -------------- Walter Scott, Jr. Date /s/ Marc D. Hamburg Vice President - March 30, 1995 -------------------------- Principal Financial -------------- Marc D. Hamburg Officer Date /s/ Daniel J. Jaksich Controller March 30, 1995 ------------------------- -------------- Daniel J. Jaksich Date
37 39 INDEPENDENT AUDITORS' REPORT ON SCHEDULES To the Board of Directors and Shareholders Berkshire Hathaway Inc. We have audited the consolidated financial statements of Berkshire Hathaway Inc. and subsidiaries as of December 31, 1994 and 1993, and for each of the three years in the period ended December 31, 1994, and have issued our report thereon dated March 9, 1995; such consolidated financial statements and report are included elsewhere in this Form 10-K. Our audits also included the financial statement schedule of Berkshire Hathaway Inc., listed in Item 14. The financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein. Our report referred to above includes an explanatory paragraph regarding changes in accounting methods as described in Note 1 to the consolidated financial statements. DELOITTE & TOUCHE LLP Omaha, Nebraska March 9, 1995 38 40 BERKSHIRE HATHAWAY INC. (Parent Company) Condensed Financial Information (Dollars in thousands) Schedule I This Schedule includes the accounts of the Buffalo News Division, an autonomous division of Registrant. Its business is the publishing of a daily and Sunday newspaper in Buffalo, New York. BALANCE SHEETS
December 31, 1994 1993 ------------ ------------ Assets: Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . $ 108,072 $ 359,938 Investments in consolidated subsidiaries . . . . . . . . . . . . . . . . 12,242,142 11,074,971 Investments - other than consolidated subsidiaries . . . . . . . . . . . 284,965 144,102 Other assets (includes identifiable assets of the Buffalo News Division of $48,443 and $45,402 at December 31, 1994 and 1993 respectively) . . . . . . . . . . . . . . 59,455 52,735 ------------- ------------ $12,694,634 $11,631,746 =========== =========== Liabilities and Shareholders' Equity: Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . $ 25,914 $ 28,905 Borrowings under investment agreements and other debt . . . . . . . . . 764,079 925,079 Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,759 249,388 ------------- ------------ 819,752 1,203,372 Shareholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . 11,874,882 10,428,374 ----------- ----------- $12,694,634 $11,631,746 =========== ===========
STATEMENTS OF EARNINGS
Income items: 1994 1993 1992 ---------- ---------- ---------- From consolidated subsidiaries: Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,560 $ 735 $ 499 Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . 219,773 169,664 313,398 Undistributed earnings . . . . . . . . . . . . . . . . . . . . 270,359 529,016 79,926 -------- -------- -------- 494,692 699,415 393,823 Interest and dividends - other investments . . . . . . . . . . . . 16,805 14,832 48,907 Realized investment gain (loss) . . . . . . . . . . . . . . . . . (773) (9,446) 37,328 Revenues of Buffalo News Division . . . . . . . . . . . . . . . . 150,916 145,470 139,764 -------- -------- -------- 661,640 850,271 619,822 -------- -------- -------- Cost and expense items: Costs and expenses of Buffalo News Division . . . . . . . . . . . 97,250 95,080 92,473 General and administrative . . . . . . . . . . . . . . . . . . . . 6,595 6,048 5,530 Interest and finance charges . . . . . . . . . . . . . . . . . . . 54,851 50,611 90,613 Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . 8,146 10,411 23,921 --------- --------- --------- 166,842 162,150 212,537 -------- -------- -------- Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . $494,798 $688,121 $407,285 ======== ======== ========
See Note to Condensed Financial Information on following page. 39 41 BERKSHIRE HATHAWAY INC. (Parent Company) Condensed Financial Information (Dollars in thousands) Schedule I (continued) See headnote on preceding page. STATEMENTS OF CASH FLOWS
1994 1993 1992 ---------- ---------- ---------- Cash flows from operating activities: Net income . . . . . . . . . . . . . . . . . . . . . . . . $494,798 $688,121 $407,285 Adjustments to reconcile net income to cash flows from operating activities: Undistributed current earnings of subsidiaries . . . . . (270,359) (529,016) (79,926) Realized investment (gain) loss . . . . . . . . . . . . 773 9,446 (37,328) Increase (decrease) in income taxes payable . . . . . . (216,972) 187,587 57,896 Other . . . . . . . . . . . . . . . . . . . . . . . . . (60,360) (735) 45,856 --------- --------- -------- Net cash flows from operating activities . . . . . . . . . (52,120) 355,403 393,783 --------- -------- -------- Cash flows from investing activities: Investments in and advances to consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . 207,421 (298,575) (197,212) Purchases of investments . . . . . . . . . . . . . . . . . (302,910) (162,789) (39,146) Proceeds on sales of investments . . . . . . . . . . . . . 56,743 2,757 160,264 --------- --------- -------- Net cash flows from investing activities . . . . . . . . . (38,746) (458,607) (76,094) --------- -------- -------- Cash flows from financing activities: Proceeds from borrowings . . . . . . . . . . . . . . . . . 1,221,108 1,259,798 952,901 Repayment of borrowings . . . . . . . . . . . . . . . . . . (1,382,108) (1,391,911) (879,109) ---------- ---------- -------- Net cash flows from financing activities . . . . . . . . . (161,000) (132,113) 73,792 ---------- ---------- -------- Increase (decrease) in cash and cash equivalents . . . . . . . (251,866) (235,317) 391,481 Cash and cash equivalents at beginning of year . . . . . . . . 359,938 595,255 203,774 --------- --------- -------- Cash and cash equivalents at end of year . . . . . . . . . . . $ 108,072 $ 359,938 $595,255 ========= ========== ======== Other cash flow information: Income taxes paid . . . . . . . . . . . . . . . . . . . . . 386,768 212,313 105,592 Interest paid . . . . . . . . . . . . . . . . . . . . . . . 54,998 47,007 63,659
NOTE TO CONDENSED FINANCIAL INFORMATION Principal repayments of the Registrant's borrowings under investment agreements and other debt outstanding at December 31, 1994 are expected to be required no earlier than as follows: 1995 . . . . . . . . . . . . . . . . . . . . . . . $30,443 1996 . . . . . . . . . . . . . . . . . . . . . . . 14,671 1997 . . . . . . . . . . . . . . . . . . . . . . . 19,325 1998 . . . . . . . . . . . . . . . . . . . . . . . 15,296 1999 . . . . . . . . . . . . . . . . . . . . . . . 13,348 After 1999 . . . . . . . . . . . . . . . . . . . . 670,996
For additional information regarding Registrant's borrowings under investment agreements and other debt, see Note 11 to the Consolidated Financial Statements on page 30. 40 42 EXHIBIT INDEX
Exhibit No. ----------- 3 Articles of Incorporation Incorporated by reference to Exhibit 3 to the Registrant's 1993 Annual Report on Form 10-K. 3.1 By-Laws Incorporated by reference to Exhibit 3.1 to the Registrant's 1993 Annual Report on Form 10-K. 4 Form of Indenture dated as of December 1, 1987 between Berkshire Hathaway Inc. and The First National Bank of Boston, as trustee, with respect to 9 3/4% Debentures due January 15, 2018 Incorporated by reference to Exhibit 4 to Registration Statement No. 33-19000 filed on Form S-3. OTHER INSTRUMENTS DEFINING THE RIGHTS OF HOLDERS OF LONG-TERM DEBT OF REGISTRANT AND ITS SUBSIDIARIES ARE NOT BEING FILED SINCE THE TOTAL AMOUNT OF SECURITIES AUTHORIZED BY ALL OTHER SUCH INSTRUMENTS DOES NOT EXCEED 10% OF THE TOTAL ASSETS OF THE REGISTRANT AND ITS SUBSIDIARIES ON A CONSOLIDATED BASIS AS OF DECEMBER 31, 1994. THE REGISTRANT HEREBY AGREES TO FURNISH TO THE COMMISSION UPON REQUEST A COPY OF ANY SUCH DEBT INSTRUMENT TO WHICH IT IS A PARTY. 10.1 Agreement with Capital Cities Communications, Inc. dated January 2, 1986 Incorporated by reference to Exhibit 10.1 to the Registrant's 1990 Annual Report on Form 10-K. 10.15 Letter Agreement between Berkshire Hathaway Inc. and Capital/ABC, Inc. dated October 29, 1993 relating to Capital Cities/ABC, Inc.'s offer to purchase from its shareholders up to 2,000,000 shares of Common Stock Incorporated by reference to Exhibit 10.15 to the Registrant's 1993 Annual Report on Form 10-K. 10.2 Written Description of Agreement with Michael A. Goldberg re Annual Bonus Compensation dated March 25, 1991 Incorporated by reference to Exhibit 10.2 to the Registrant's 1990 Annual Report on Form 10-K. 10.3 Letter Agreements between Berkshire Hathaway Inc. and Salomon Inc dated September 27, 1987 and September 28, 1987 relating to the purchase by Registrant of an Issue of Series A Cumulative Convertible Preferred Stock of Salomon Inc and Certificate of Designation of said Preferred Stock Incorporated by reference to Exhibit 10.3 to Registrant's 1992 Annual Report on Form 10-K. 10.4 Letter Agreement dated September 1, 1986 between Berkshire Hathaway Inc. and Trustee under indenture covering debt securities issued by Scott Fetzer Financial Group, Inc., formerly World Book Finance, Inc. Incorporated by reference to Exhibit 10.4 to the Registrant's 1991 Annual Report on Form 10-K. 10.5 Investment Agreement dated July 1, 1986, between Berkshire Hathaway Inc. and Scott Fetzer Financial Group, Inc., formerly World Book Finance, Inc. and Amendment thereto dated August 31, 1986 Incorporated by reference to Exhibit 10.5 to the Registrant's 1991 Annual Report on Form 10-K. 12 Statement of computation of ratio of earnings to fixed charges 22 Subsidiaries of the Registrant 23 Independent Auditors' Consent 27 Financial Data Schedule
41
EX-12 2 STATEMENT OF COMPUTATION/RATIO OF EARNINGS 1 Reg S-K Item 601 Exhibit 12 BERKSHIRE HATHAWAY INC. Calculation of Ratio of Consolidated Earnings to Consolidated Fixed Charges (Dollars in Thousands)
Years Ended December 31, -------------------------------------------------------------------- 1994 1993 1992 1991 1990 ---------- ---------- ---------- ---------- ---------- Net earnings . . . . . . . . . . . . . . . . . . . . $494,798 $ 688,121 $407,285 $439,908 $394,093 Income tax expense . . . . . . . . . . . . . . . . 158,666 491,634*** 138,089 142,058 112,047 Minority interest in earnings . . . . . . . . . . 8,733 9,963 5,243 11,020 10,326 Equity in the loss of a less than 50% owned investee . . . . . . . . . . . . . . 32,942 -- -- -- 1,195 Fixed charges* . . . . . . . . . . . . . . . . . . 70,224 65,691 85,554 92,944 85,788 -------- ---------- -------- -------- -------- Earnings available for fixed charges . . . . . . . . $765,363 $1,255,409 $636,171 $685,930 $603,449 ======== ========== ======== ======== ======== Realized investment gain, pretax, included in earnings available for fixed charges . . . . . . . $ 91,332 $ 546,422 $ 89,937 $192,478 $ 33,989 ======== ========== ======== ======== ======== Fixed charges* Interest on indebtedness (including amorti- zation of debt discount and expense). . . . . . $ 60,111 $ 56,545 $ 76,118** $83,589** $ 76,374 Rentals representing interest . . . . . . . . . . 10,113 9,146 9,436 9,355 9,414 -------- ---------- -------- -------- -------- $ 70,224 $ 65,691 $ 85,554 $ 92,944 $ 85,788 ======== ========== ======== ======== ======== Ratio of earnings to fixed charges* . . . . . . . . . 10.90x 19.11x 7.44x 7.38x 7.03x ===== ===== ==== ==== ==== Ratio of earnings, excluding realized invest- ment gain, to fixed charges* . . . . . . . . . . . 9.60x 10.79x 6.38x 5.31x 6.64x ==== ===== ==== ==== ====
___________ * Excludes fixed charges of finance businesses which consist of interest on indebtedness and, in years prior to 1994, interest on savings deposits. Fixed charges of finance businesses were as follows:
1994 1993 1992 1991 1990 -------- -------- -------- -------- -------- $31,796 $24,408 $26,107 $32,883 $36,643
Including fixed charges of finance businesses the ratios of earnings to fixed charges were as follows:
1994 1993 1992 1991 1990 -------- -------- -------- -------- -------- Including realized investment gain 7.81x 14.20x 5.93x 5.71x 5.23x Excluding realized investment gain 6.92x 8.14x 5.13x 4.18x 4.95x
** Excludes optional prepayment premiums of $22,525 and $5,661 in 1992 and 1991 respectively, related to redemptions prior to maturity of certain term debt obligations. *** Includes charge of $70,984 representing the cumulative effect of change in accounting for income taxes.
EX-22 3 SUBSIDIARIES OF THE REGISTRANT 1 Reg. S-K Item 601 Exhibit 22 BERKSHIRE HATHAWAY INC. Subsidiaries of Registrant (1) December 31, 1994
State of Company Name Incorporation ------------ ------------- Berkshire Hathaway Credit Corporation Nebraska BHSF Inc. Delaware BH Shoe Holdings, Inc. Delaware Blue Chip Stamps California Borsheim Jewelry Company, Inc. Nebraska Campbell Hausfeld/Scott Fetzer Company Delaware Central States Indemnity Co. of Omaha Nebraska Central States of Omaha Companies, Inc. Nebraska Columbia Insurance Company Nebraska Continental Divide Insurance Company Colorado Cornhusker Casualty Company Nebraska Cypress Insurance Company California Dexter Shoe Company Maine The Fechheimer Brothers Company (2) Delaware H. H. Brown Shoe Company, Inc. Delaware Isabela Shoe Corporation Delaware Lowell Shoe, Inc. New Hampshire National Fire & Marine Insurance Company Nebraska National Indemnity Company Nebraska National Indemnity Company of the South Florida National Indemnity Company of Mid-America Minnesota National Liability and Fire Insurance Company Illinois Nebraska Furniture Mart, Inc. Nebraska Oak River Insurance Company Nebraska OCSAP, Ltd Maine Redwood Fire and Casualty Insurance Company Nebraska The Scott Fetzer Company Delaware Scott Fetzer Financial Group, Inc. Delaware See's Candies, Inc. California See's Candy Shops, Incorporated California Wesco Financial Corporation Delaware Wesco-Financial Insurance Company Nebraska Wesco Holdings Midwest Inc. Nebraska World Book/Scott Fetzer Company Nebraska
(1) Each of the named subsidiaries is not necessarily a "significant subsidiary" as defined in Rule 1-02(v) of Regulation S-X, and Berkshire has several additional subsidiaries not named above. The unnamed subsidiaries, considered in the aggregate as a single subsidiary, would not constitute a "significant subsidiary" at the end of the year covered by this report. (2) The names have been omitted of 30 wholly-owned U.S. subsidiaries of The Fechheimer Brothers Company, each of whom operated in the business of uniform manufacturing and/or distribution.
EX-23 4 INDEPENDENT AUDITOR'S CONSENT/DELOITTE & TOUCHE 1 Reg S-K Item 601 Exhibit 23 Page 1 of 1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-50989 of Berkshire Hathaway Inc. on Form S-3 of our reports dated March 9, 1995, appearing in this Annual Report on Form 10-K of Berkshire Hathaway Inc. for the year ended December 31, 1994. DELOITTE & TOUCHE LLP Omaha, Nebraska March 30, 1995 EX-27 5 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REGISTRANT'S FINANCIAL STATEMENTS AND RELATED NOTES CONTAINED IN FORM 10K AS FILED HEREWITH, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS AND RELATED NOTES. 1,000 U.S. DOLLARS YEAR DEC-31-1994 JAN-01-1994 DEC-31-1994 1 273,881 18,080,645 580,600 0 425,431 0 275,667 0 21,338,182 0 810,719 6,907 0 0 11,867,975 21,338,192 2,351,918 3,299,983 1,449,999 2,243,253 0 0 60,111 662,197 158,666 494,798 0 0 0 494,798 420 420