BRK-BBerkshire Hathaway

Item 402(v)(2)(iii) of Regulation S-K specifies the calculations required to derive compensation actually paid. These calculations relate exclusively to defined benefit and actuarial pension plan and stock and option award amounts.

Rest of the question

It appears, however, that in calculating compensation actually paid for your principal executive officer, you have subtracted the amounts included in the “All Other Compensation” column of the Summary Compensation Table. Please confirm that, in future filings, the compensation actually paid calculations will be conducted in accordance with Item 402(v)(2)(iii) of Regulation S-K. In addition, compensation actually paid calculations must be included in a footnote, pursuant to Item 402(v)(3) of Regulation S-K. The net earnings (loss) amounts included in your pay versus performance table for the fiscal years presented do not agree to the net earnings (loss) amounts reported in your audited GAAP financial statements. It appears that you use net earnings (loss) attributable 2. to Berkshire Hathaway shareholders, as reported in your audited GAAP financial statements. Please confirm that, in future filings, you will include net earnings (loss) without adjustment for all years covered by the table. See Item 402(v)(2)(v) of Regulation S-K and refer to Regulation S-K Compliance and Disclosure Interpretation 128D.08. 3. Please confirm that, in future filings, you will provide disclosure regarding the relationship between compensation actually paid and net earnings (loss). See Item 402(v)(5)(ii) of Regulation S-K. If you include information in addition to that specified in Item 402(v) of Regulation S-K, such as the relationship between compensation actually paid and operating earnings, please ensure that such disclosure is “clearly identified as supplemental, not misleading, and not presented with greater prominence than the required disclosure.” See Pay Versus Performance, Release No. 34-95607 (August 25, 2022) [87 FR 55134 (September 8, 2022)] at Section II.F.3.

The purpose of this letter is to respond to the Division of Corporation Finance’s letter dated August 9, 2024 (“Corp Finance Letter”). As requested, we confirm that we will revise our Pay Versus Performance disclosures in future proxy statements in accordance with the topics discussed in the Corp Finance Letter. Read in the reply ↗