Berkshire letter, part 1 -- BNI + Mid-American = Less Transparency
My first take on the shareholder letter this a.m. is that it didn't say a whole lot that was new but there are some interesting points worth commenting on. Forgive me for starting out with a gripe but as a former CPA, I must say this. Berkshire has been growing less transparent year by year. Now it is going to combine BNI with its utlity segment for financial reporting next year. Buffett made the argument for combining them (regulated, high capex etc.), but the result is less transparency. BNI is in the transportation business. If being a regulated and capital intensive business is what creates an operating segment for financial reporting, the insurance businesses would also be combined with Mid-American. BNI also will represent more than 10% of Berkshire's combined revenues and earnings.
Here is the definition of an operating segment under FAS 131.
an operating segment is a component of a business, for which separate financial information is available, that management regularly evaluates in deciding how to allocate resources and assess performance.
Specifically, SFAS No. 131 states that an operating segment is a component of a business:
* that engages in activities from which it may earn revenues
and incur expenses (including revenues and expenses relating
to transactions with other components of the same business);
* whose operating results are regularly reviewed by the
enterprise’s "chief operating decision maker" to make
decisions about resources to be allocated to the segment and
assess its performance; and
* for which discrete financial information is available.
Under SFAS No. 131, a company generally must report separately information about an operating segment that meets any of the following thresholds:
* Its reported revenue, including both sales to external
customers and intersegment sales and transfers, is 10
percent or more of the combined revenue of all reported
operating segments, whether generated inside or outside of
the company;
*
* Its reported profit or loss is 10 percent or more of the
greater of: (1) the combined reported profit of all
operating segments that did not report a loss or (2) the
combined reported loss of all operating segments that did
report a loss; or
*
* Its assets are 10 percent or more of the combined assets of
all operating segments.
Whatever exceptions & loopholes to avoid the technicalities of these rules are irrelevant. Warren Buffett has always claimed to stand for transparent financial reporting and the spirit of the rules. Berkshire has played squirrelly games with segment reporting in the past, in fact it's been a pattern ever since Nebraska Furniture Mart was purchased. Perhaps because no one has complained, they will continue to get a pass. But this is not the spirit of the rules. Again, as a former CPA, all I can say is that this is pretty annoying.



Reporting segment
I didn't take the BNSF / utility section disclosure to mean Berkshire will smash together the P&L and the balance sheets into an amorphous blob. I was kind of expecting a revenue line, an operating expense line, and maybe separate D&A and capex lines on the cash flow statement for BNSF, with the P&L reported in the utilities section. I was not expecting ton miles, carload, or yield disclosures. We'll see. I disagree Berkshire has become harder to follow. It takes more time because it's bigger, but I've followed it for 15 years now and their financial reporting is still fairly clear for a company this large. We don't have detail we might want on many businesses, but that's just the way it goes for holding companies. The overall presentation is still pretty good.
Utility to Utilities!
Dear Alice,
Having read The Snowball, I have the highest respect for you. Disclosure: Am long BRK.A.
Please See the map of BNI's network http://www.bnsf.com/markets/coal/pdf/coal_energy.pdf
and follow the reach of the orange thick line (BNSF network) on the map. BNSF is the UTILITY to UTILITIES - irreplaceable! So the treatment does make sense to me(I'm no CPA though).
This investment appears consistent with his all-in wager on the US economy (which I think means an economy based on hard assets i.e. consumer will not drive GDP). He has also said the West will do better than the East. Please also look at the multi-modal network already at BNI's disposal in the West half of the US. Clearly, BNI will now build more multi-modal (highly throughput efficient) facilities reaching into the East to build a vast energy/utility centric network. Consequently, BNI stands go get a steady powerful stream of 'owner earnings' via a franchise with priceless replacement value.
Best,
-Trishit.
10%
Hi Trishit
I understand what you're saying about the utility aspect of the economics. BNSF, though, is not a regulated utility in terms of classifying its business -- it's a transport company. More important, it is greater than 10 percent of Berkshire's revenues, earnings, etc. as is MEC. They each qualify as operating segments. There is no excuse for combining them.
I got a great email today from someone who isn't going to post on this board, but who wrote, "I liked your blog post questioning the combination of BNI and Mid American. I keep a BRK model passed down to me from [another investor], and its noticeable how the reporting gets broader and broader. It feels like every year I have to go back and combine things that used to be separated out. I get that BRK is growing, but at this rate, one day we'll just have "Insurance" and "Non-Insurance op-co" line items."
That about sums it up.
buffett response
there's another thing. warren has a chance to respond to all this in Q1 and forthcoming quarters. (let's just say he is not unaware of this blog). he can do a stand-up job of disclosure of these businesses, and if he does i will applaud him for that.
disclosure
MidAmerican and BNSF have and will continue to file separate 10-Ks as long as they have public debt, which will probably be forever. Also, as the last commentor pointed out, BNSF will continue to file detailed operating data regularly with the STB. To me, the level of disclosure in these segments going forward is a non-issue. Even if BRK chooses to roll the segments together (doubtful), the numbers are there for everyone to see if they just look.
separate disclosure
Buffett's letter rules. when are you going to see a cnbc story about mec's 10-k or bnsf's filings with the STB?
very few of you folks parse the berkshire numbers to that level of detail. this is self-evident because, despite the MEC 10-k and the insurance filings that are available, and the lively online community that chats about berkshire, virtually everyone accepts the brief descriptions given by buffett in his letter as the bottom line on his businesses.
there are a lot of people who ferret out little details here and there and who are sincerely and intensely interested in understanding the company. very few have the time to do the unbelievably labor intensive work required to put all these pieces together in a comprehensive manner. nor should you have to do it.
why should you have to go to all these filings in order to figure out things that should be explained in simple terms in the shareholder letter? this is the letter, after all, that is supposed to be written in such a way as to explain the business clearly as if written to Doris and Bertie. I love Doris and Bertie dearly. They are every bit as smart as Warren, but they also are not going to go dig in these regulatory filings and figure it out themselves. Warren has promised to explain it to them.
Hence my objection. To say go and use the regulatory filings is letting Buffett off the hook from his own standards.
I hope that after this discussion, some of you do ferret out the information, do the work and share it. But you shouldn't have to. And if you do, it won't overcome the zillions of online news stories that simply repeat what Buffett says in his shareholder letter with no further examination.
I agree Alice
I used to be a Buffett disciple and owned Berkshire Hathaway for many years before selling in 2007. I sold in large part because analyzing and valuing the business in detail became more and more difficult as newly acquired businesses were lumped in with existing businesses for reporting purposes. Buffett's assertion that he communicates to shareholders the way he would want it if the roles were reversed has become a joke. Spare me the annual dose of sophomoric sexual innuendo that passes for Buffett humor and give me some disclosure about the performance of businesses like Iscar (it didn't lose money!) and NetJets and Burlington Northern.
I remember the old days when Buffett talked about holding his nose as he pointed to Wall Street. Now he's invested in Goldman Sachs and thinks they're fine upstanding people. And he's remained largely silent about the corrupt enterprise that he's been invested in for many years, Moody's.
After his piece in the New York Times in October '08 encouraging John Q. Public to buy common stocks, Berkshire was a net buyer of corporate debt and a net seller of equities for several quarters up to the acquisition of Burlington Northern. It's clear that Buffett has become a mouthpiece for the Washington-Wall Street cabal that Simon Johnson wrote of in "The Quiet Coup".
Other than the Burlington reporting issue, the thing I found most notable about this year's letter was a near complete absence of any forward looking commentary about the econonomy or the financial markets. About the only comment he made was that the housing issue should be largely behind us in a year. Does that suggest we'll have a real mortgage market a year from now, that taxpayers won't have to guarantee over 90% of new mortgages at terms no private lender would even consider?
Let's wait for Q1 ...
I had a similar reaction when I read about BNSF not getting a distinct segment... however, I'm willing to wait until Q1 to see the level of detail that we will get. It could be sufficient or may obscure results. We simply do not know yet.
I would love to see details for all of Berkshire's subsidiaries including once important but now minor units like See's Candies. But there is a balance that needs to be struck between detail and consolidated financial statements that aren't 500 pages ... while many BRK followers myself included would love to see all that detail, most would not. Obviously BNSF is not Sees and it is reasonable for us to expect enough data to measure progress over time and to be in a position to judge whether the price paid delivered appropriate value. But we may be able to do this even if the company is included in the utility segment. Let's wait and see.
Let's turn this around...
Alice,
Let's turn around the transparency issue and ask, what benefit is Warren, and through him the shareholders, obtaining from a less transparent mode of financial reporting?
Plainly obfuscation enables Warren to present the version of Berkshire's story that he wants you to see, as you point out, and this is a minus, but what of the pluses?
Several pluses come to mind:
* Warren is able to function with less second-guessing by shareholders, and psychologically operates more effectively this way.
* Likewise, and more importantly, the operating managers are shielded from public exposure, letting them function and experiment under Warren's scrutiny, which they trust, but not yours or mine, which they don't. Also, Warren remains free to dole out public praise of his managers on his own schedule, not one dictated by automatic segment reporting, which is important for motivational purposes. Altogether, this allows Warren to effectively manage the subs, and give them a long leash, if he sees fit, without either he or the subs having to worry about short-term orientated observers demanding annual explanations of this or that variation in the results.
* Finally, he can shield the subs, to some extent, from snooping by competitors.
I think Warren wants to maintain operating conditions as much like those of a closely-held private company as possible, while harnessing the benefits of being a public entity. Berkshire, as we know, grew out of a closely-held private partnership. It's method of operation reflects these roots, which differentiates Berkshire from standard-issue public companies.
Look at it this way. Suppose Berkshire was today a private partnership. Then suppose Warren went to his partners and said, "Look, let's go public so that we can get the publicity and reputational advantages of public ownership, in part so we can buy more great companies, sometimes for stock, but we'll keep the place running just like a private company as much as we can."
"For example, we'll continue to have financial reporting as much like a private firm as possible, we won't do quarterly conference calls or issue guidance, and we'll keep some other quirks too. Yes, this will make us an odd duck on Wall Street, but since we're not doing an IPO to raise money, who cares? Besides, our very oddness, combined with our great overall results, will separate us from the pack and attract much beneficial attention. Along the way, we'll add new partners (shareholders), but of course, we'll educate them first about our unique style of operation. No one will come aboard without knowing what kind of train they're getting on."
"I think this is a really great model to get us to the next level, and if it works, we'll be a real smash, truly unique in the annals of major American corporations. What do you guys think?"
Now, what's wrong with that?
benefits of secrecy
Warren has always considered information to be a valuable asset and throughout his career has attempted to share as little as possible if it could be monetized by others in a way that would disadvantage him, his partners, or Berkshire Hathaway. So of course, you are right, there are many benefits of secrecy and of behaving like a private company.
But if you want to be a publicly traded company, with the associated privileges thereof, you must follow the rules laid down by the SEC. It might be nice to have the advantages of behaving like a private company, but you give those up when you become public, even if you are Warren Buffett, who once operated a private investing partnership.
It's not that burdensome. The SEC doesn't require earnings calls, earnings guidance, or treating your managers differently because your business results are disclosed to investors. It does require that you disclose a reasonable amount of information to those who invest in your stock. Disclosure is so important because the securities laws of this country are expressly designed to prevent a CEO from operating without second-guessing by shareholders. Even if the CEO is Warren Buffett.
Look, I think your loyalty is wonderful and you are nice as could be, but you also are twisting yourself into knots to think of reasons to rationalize behavior that a smart person like you would not put up with from another public company. The rationale for excusing less information is wanting to trust Warren without oversight. The irony is that Warren would never behave this way toward any investor, no matter how much he respected that investor.
Squirrelly for its own sake?
Alice,
I'm simply saying that if Warren's approach to financial disclosure is good for business, then it's also good for shareholders. Shareholders can make up their own minds if the pluses offset the minuses, and opt out if they see fit. No one's in the dark about Berkshire's policies, which are well disseminated.
On the other hand, if Berkshire's financial reporting has run afoul of SEC rules, then the SEC should take an enforcement action; they haven't. Further, Deloitte should issue a qualified audit opinion; they haven't. The powers that be seem satisfied.
But let me ask you this: Why doesn't Warren want to employ more granular reporting? You know the fellow better than any of us. What are his motives? In the case of BNSF, his motive is certainly not to hide operating performance, which anyone can retrieve from the Surface Transportation Board in two seconds. Yet he expressly does not want a rail segment in the financial statements. Is there an unstated agenda here? Or is Warren just being squirrelly for its own sake?
squirrelly
I'm going to leave this one to others. Over time, people will do the analysis.
Agree with Alice..
I'm not a CPA (just an engineer contemplating polluting my mind by reading Taleb!) but I agree, MEC and the railroad are very dissimilar businesses. They both are of a sufficient size that should stand alone....
Not to beat this to death.....
But here is exactly what Buffett said:
"In the future, BNSF results will be included in this “regulated utility” section. Aside from the two businesses having similar underlying economic characteristics, both are logical users of substantial amounts of debt that is not guaranteed by Berkshire. Both will retain most of their earnings. Both will earn and invest large sums in good times or bad, though the railroad will display the greater cyclicality. Overall, we expect this regulated sector to deliver significantly increased earnings over time, albeit at the cost of our investing many tens – yes, tens – of billions of dollars of incremental equity capital."
I think it makes sense to report BNI in this section of the annual report. I expect that even though it will be rolled up, there will be sufficient detail on BNI. At least as much as the various utilities, which are broken out into Mid American, Pacific Corp, etc.
This is, in a sense, didactic.
I suppose that I assume there will be sufficient detail to get a good feel for how the railroad is doing year over year. If we want details, there are weekly car load reports.
Even more so, I would like details on their capital spending plans, etc. Which should be discussed in the Letter or the MDA. Although I don't think that is required -- reporting on future planned expenses.
I'm wondering if you have a more specific idea of the exact data that you want that won't be reported. I fully expect all figures broken out for the various utility segments WILL be broken out for BNI, and there will probably be more disclosure.
There is no way it just gets rolled in, I don't think.
It seems like you are assuming the worst here. I'm ever the optimist.
A lot of stuff I would LIKE to see has more to do with curiosity rather than figures that should be followed closely. But, yea, I would like a lot more on the derivatives. Plus more on the Equitas deal.
To name only two.
specific detail
these are great points. part of where i'm coming from is disappointment over the way the insurance operations have been reported over the years. clearly they are one segment. in different years, though, the format changes. the general re problem years are especially illuminating.
the more condensation the more opportunity to change format and present information selectively. the one piece of information i want above all is to be able to figure out a businesses' return on capital.
"real firms with market caps of $200 billion"
thanks for your p.s., T. I appreciate the moderate tone of your writing. Yes, i give credit to Warren for the simplicity and clarity of his language. Referring investors to regulatory filings is helpful, but on the other hand, it doesn't make Berkshire's own information more complete or useful.
Companies ranging from small -- $1 billion market cap -- to monsters like GE put out copious financial supplements containing extensive financial details of their operating businesses that allow analysts to create by-line business models. This information is enormously helpful. Some of these companies are still almost impossible to understand, but they needn't be. Much of this information is very useful, even essential. Berkshire should be much easier to understand than it is.
Let me ask you folks this. Are you REALLY happy that BNI will be combined with Mid-American?
Think also about how this situation applies to NetJets. How many times have you heard people question over the past 7-8 years "what kind of margins is NetJets earning? is it making money in the US vs Europe? what are its sales?" etc. none of which information was provided. Whatever information was provided was not very detailed and changed from year to year. Now we see Warren blame himself for allowing things to arrive at the state they are in at NetJets. You know what? If investors had been allowed to know more about NetJets' financial condition perhaps he would have been less tolerant of low margins himself at an earlier date. There is, of course, no way to know about that, but one thing is certain. When he smooshed NetJets into the same operating line as FlightSafety it was grumbled about by a lot, a lot of people.
Try comparing the disclosures for other businesses for consistency from year to year. It will be a revelation to you.
It intrigues me that people who care intensively about analyzing stocks do not consider Berkshire's information with the same skepticism with which they look at other companies'. Each drop of information revealed is treated as a gift whereas omissions are rarely noticed. Changes in presentation format and lack of detail not examined for possible evidence of obfuscation.
Don't be naive about the way Berkshire's financial data is presented. Like every company's, it tells a story and that story is carefully crafted by a master to present the version he wants you to know. That doesn't mean its untruthful, but you folks should do what Warren himself would do and think for yourselves about what you are reading. That's the irony. The master of independent thinking has taught many of his followers not to think about what he does.
Alice on a roll !! I put your post on the brka
yahoo message board, the BUFFETT believers don't like you very much, follow the thread, lol, enjoy !!
http://messages.finance.yahoo.com/Stocks_%28A_to_Z%29/Stocks_B/threadvie...
What I meant to say....
Is that I expect it to be broken out in the 10k, just not the letter.
I'm not so sure, Alice
1. His segment breakout in the Chairman's letter is based on his view of the economics of the business, not some formal definition of segmentation.
2. The audited figures in the 10k frequently differ from the way they are presented in the letter.
3. The letter has always made more sense to me, and allow a valuation by simply superimposing hurdle rates, earnings multiples and the like.
4. The railroad information is available in incredible detail in regulatory filings. You will know exactly how many ties were replaced in each year, their cost, etc. Enough detail to drown.
5. I would think that the criteria for judging Berkshire reporting is something like GE, and I defy anyone to figure out WTF is going on in there.
6. Games implies (usually) managing earnings. I see no evidence of that. Or an attempt to value assets and liabilities at unrealistic figures. Berkshire is the most honest company I have ever seen in this regard. Not because Buffett is virtuous, but because he can afford it and it is much easier and helps with management decisions.
Maybe you need to step back and not judge Berkshire on the unrealistic rhetoric that Buffett tends to get caught up in and more on the basis of real firms with market caps in the $200 billion area. It is a shining example of simplicity, clarity, and honesty in my humble opinion.
Best, T.
PS, this isn't meant to be as critical as it sounds.....I like your work.
Thanks T
Again, appreciate your thoughtful analysis.
I had to testify as an expert witness in a criminal trial over accounting matters that partly turned on the issue of whether disclosure in supplementary filings such as railroad regulatory filings obviates disclosure in SEC filings. As former CPA, I swore under oath that it doesn't.
I am convinced that you all believe what you're saying 100%, but if it were another company run by a different CEO, I suspect you wouldn't be saying it.
With that, I think we've beaten this topic to death in terms of what can be added. I would refer you to the discussion of NetJets disclosures (http://aliceschroeder.com/blog/netjets-what-do-we-actually-know), however, where I lay out the pattern that shows what is missing (in bad years).
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