Item 15. Exhibits and Financial Statement Schedules
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Item 15. Exhibits and Financial Statement Schedules
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(a)1. Financial Statements
The following Consolidated Financial Statements, as well as the Report of Independent Registered Public Accounting Firm, are included in Part II Item 8 of this report:
(b) Exhibits
See the “Exhibit Index” at page 115.
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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: February 24, 2017 | /s/ MARC D. HAMBURG | |||
| Marc D. Hamburg | ||||
| Senior Vice President and | ||||
| Principal Financial Officer |
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 Warren E. Buffett | Chairman of the Board of Directors—Chief Executive Officer | February 24, 2017 Date | ||
| /S/ HOWARD G. BUFFETT Howard G. Buffett | Director | February 24, 2017 Date | ||
| /S/ STEPHEN B. BURKE Stephen B. Burke | Director | February 24, 2017 Date | ||
| /S/ SUSAN L. DECKER Susan L. Decker | Director | February 24, 2017 Date | ||
| /S/ WILLIAM H. GATES III William H. Gates III | Director | February 24, 2017 Date | ||
| /S/ DAVID S. GOTTESMAN David S. Gottesman | Director | February 24, 2017 Date | ||
| /S/ CHARLOTTE GUYMAN Charlotte Guyman | Director | February 24, 2017 Date | ||
| /S/ CHARLES T. MUNGER Charles T. Munger | Vice Chairman of the Board of Directors | February 24, 2017 Date | ||
| /S/ THOMAS S. MURPHY Thomas S. Murphy | Director | February 24, 2017 Date | ||
| /S/ RONALD L. OLSON Ronald L. Olson | Director | February 24, 2017 Date | ||
| /S/ WALTER SCOTT, JR. Walter Scott, Jr. | Director | February 24, 2017 Date | ||
| /S/ MERYL B. WITMER Meryl B. Witmer | Director | February 24, 2017 Date | ||
| /S/ MARC D. HAMBURG Marc D. Hamburg | Senior Vice President—Principal Financial Officer | February 24, 2017 Date | ||
| /S/ DANIEL J. JAKSICH Daniel J. Jaksich | Vice President—Principal Accounting Officer | February 24, 2017 Date |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Berkshire Hathaway Inc.
Omaha, Nebraska
We have audited the consolidated financial statements of Berkshire Hathaway Inc. and subsidiaries (the “Company”) as of December 31, 2016 and 2015, and for each of the three years in the period ended December 31, 2016, and the Company’s internal control over financial reporting as of December 31, 2016, and have issued our report thereon dated February 24, 2017; such consolidated financial statements and report are included elsewhere in this Form 10-K. Our audits also included the financial statement schedule of the Company listed in Item 15. This 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.
/s/ Deloitte & Touche LLP
Omaha, Nebraska
February 24, 2017
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BERKSHIRE HATHAWAY INC.
(Parent Company)
Condensed Financial Information
(Dollars in millions)
Schedule I
Balance Sheets
| December 31, | ||||||||
| 2016 | 2015 | |||||||
| Assets: | ||||||||
| Cash and cash equivalents and U.S. Treasury Bills: | ||||||||
| Cash and cash equivalents | $ | 3,221 | $ | 10,609 | ||||
| U.S. Treasury Bills | 8,220 | — | ||||||
| Total cash, cash equivalents and U.S. Treasury Bills | 11,441 | 10,609 | ||||||
| Investments in fixed maturity and equity securities and other assets | 59 | 113 | ||||||
| Investments in and advances to/from consolidated subsidiaries | 277,398 | 233,977 | ||||||
| Investments in The Kraft Heinz Company | 15,345 | 23,424 | ||||||
| $ | 304,243 | $ | 268,123 | |||||
| Liabilities and Shareholders’ Equity: | ||||||||
| Accounts payable, accrued interest and other liabilities | $ | 182 | $ | 111 | ||||
| Income taxes, principally deferred | 3,357 | 2,663 | ||||||
| Notes payable and other borrowings | 17,703 | 9,799 | ||||||
| 21,242 | 12,573 | |||||||
| Berkshire Hathaway shareholders’ equity | 283,001 | 255,550 | ||||||
| $ | 304,243 | $ | 268,123 | |||||
Statements of Earnings and Comprehensive Income
| Year ended December 31, | ||||||||||||
| 2016 | 2015 | 2014 | ||||||||||
| Income items: | ||||||||||||
| From consolidated subsidiaries: | ||||||||||||
| Dividends | $ | 9,862 | $ | 10,519 | $ | 4,969 | ||||||
| Undistributed earnings | 13,264 | 8,508 | 14,496 | |||||||||
| 23,126 | 19,027 | 19,465 | ||||||||||
| Investment gains/losses | 700 | 6,854 | — | |||||||||
| Equity in net earnings of The Kraft Heinz Company | 923 | (122 | ) | (26 | ) | |||||||
| Other income | 262 | 963 | 784 | |||||||||
| 25,011 | 26,722 | 20,223 | ||||||||||
| Cost and expense items: | ||||||||||||
| General and administrative | 80 | 73 | (1 | ) | ||||||||
| Interest expense | 208 | 302 | 236 | |||||||||
| Income taxes | 649 | 2,264 | 116 | |||||||||
| 937 | 2,639 | 351 | ||||||||||
| Net earnings attributable to Berkshire Hathaway shareholders | 24,074 | 24,083 | 19,872 | |||||||||
| Other comprehensive income attributable to Berkshire Hathaway shareholders | 3,316 | (8,750 | ) | (1,293 | ) | |||||||
| Comprehensive income attributable to Berkshire Hathaway shareholders | $ | 27,390 | $ | 15,333 | $ | 18,579 | ||||||
See Note to Condensed Financial Information
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BERKSHIRE HATHAWAY INC.
(Parent Company)
Condensed Financial Information
(Dollars in millions)
Schedule I (continued)
Statements of Cash Flows
| Year ended December 31, | ||||||||||||
| 2016 | 2015 | 2014 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net earnings attributable to Berkshire Hathaway shareholders | $ | 24,074 | $ | 24,083 | $ | 19,872 | ||||||
| Adjustments to reconcile net earnings to cash flows from operating activities: | ||||||||||||
| Investment gains/losses | (700 | ) | (6,854 | ) | — | |||||||
| Undistributed earnings of subsidiaries | (13,264 | ) | (8,508 | ) | (14,496 | ) | ||||||
| Non-cash dividends from subsidiaries | — | (3,938 | ) | — | ||||||||
| Income taxes payable | 629 | 2,227 | 136 | |||||||||
| Other | (161 | ) | 222 | (75 | ) | |||||||
| Net cash flows from operating activities | 10,578 | 7,232 | 5,437 | |||||||||
| Cash flows from investing activities: | ||||||||||||
| Redemption (purchase) of Kraft Heinz investments | 8,320 | (5,258 | ) | — | ||||||||
| Investments in and advances to/repayments from subsidiaries | (26,398 | ) | (2,274 | ) | 1,673 | |||||||
| Purchases of U.S. Treasury Bills | (9,350 | ) | — | — | ||||||||
| Sales and maturities of U.S. Treasury Bills | 1,145 | — | — | |||||||||
| Net cash flows from investing activities | (26,283 | ) | (7,532 | ) | 1,673 | |||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from borrowings | 9,278 | 3,165 | 832 | |||||||||
| Repayments of borrowings | (1,125 | ) | (1,775 | ) | (792 | ) | ||||||
| Acquisitions of noncontrolling interests | (2 | ) | (10 | ) | (1,231 | ) | ||||||
| Other | 166 | 80 | 118 | |||||||||
| Net cash flows from financing activities | 8,317 | 1,460 | (1,073 | ) | ||||||||
| Increase (decrease) in cash and cash equivalents | (7,388 | ) | 1,160 | 6,037 | ||||||||
| Cash and cash equivalents at beginning of year | 10,609 | 9,449 | 3,412 | |||||||||
| Cash and cash equivalents at end of year | $ | 3,221 | $ | 10,609 | $ | 9,449 | ||||||
| Other cash flow information: | ||||||||||||
| Income taxes paid | $ | 3,583 | $ | 3,180 | $ | 2,512 | ||||||
| Interest paid | 307 | 206 | 233 | |||||||||
| Non-cash investments in subsidiaries | — | 3,938 | — |
Note to Condensed Financial Information
In 2013, Berkshire Hathaway Inc. (“Berkshire”) invested $12.25 billion in H.J. Heinz Holding Corporation (“Heinz Holding”), an entity formed to acquire H.J. Heinz Company. Berkshire’s investments included common stock and warrants and cumulative compounding preferred stock. In 2015, Berkshire exercised the common stock warrants and acquired additional shares of Kraft Heinz common stock for approximately $5.3 billion. Thereafter, Heinz Holding and Kraft Foods Group, Inc. completed a merger, and Heinz Holding was renamed The Kraft Heinz Company (“Kraft Heinz”). Kraft Heinz issued additional common stock to Kraft Food holders, reducing Berkshire’s ownership from 52.5% to 26.8%. Berkshire accounted for its investment in Heinz Holding common stock and continues to account for its investment in Kraft Heinz common stock under the equity method. In applying the equity method, the investor treats the issuance of shares by an investee as if the investor had sold a proportionate share of its investment. As a result, Berkshire recorded a non-cash pre-tax holding gain of approximately $6.8 billion in 2015. In 2016, Kraft Heinz redeemed the preferred stock for cash of $8.32 billion.
On January 8, 2016, Berkshire entered into a $10 billion 364-day revolving credit agreement and Berkshire borrowed $10 billion under the agreement in connection with the acquisition of Precision Castparts Corp. on January 29. In March 2016, Berkshire issued €2.75 billion and $5.5 billion in senior unsecured notes. The notes consisted of €1.0 billion of 0.50% notes due in 2020, €1.0 billion of 1.30% notes due in 2024, €750 million of 2.15% notes due in 2028, $1.0 billion of 2.20% notes due in 2021, $2.0 billion of 2.75% notes due in 2023 and $2.5 billion of 3.125% notes due in 2026. The proceeds from these debt issues were used to repay all outstanding borrowings under the aforementioned credit agreement, which was subsequently terminated. In August 2016, Berkshire issued $750 million in senior unsecured notes consisting of $500 million of 1.15% notes due in 2018 and $250 million of floating rate notes due in 2018, to replace $750 million of maturing debt. Notes payable and borrowings at December 31, 2016 mature over the next five years as follows: 2017—$1,101 million; 2018—$1,551 million; 2019—$754 million; 2020—$1,054 million and 2021—$1,500 million.
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Berkshire guarantees debt obligations of certain of its subsidiaries, which as of December 31, 2016, totaled approximately $17.7 billion. Berkshire’s guarantee of subsidiary debt is an absolute, unconditional and irrevocable guarantee for the full and prompt payment when due of all present and future payment obligations. Berkshire also provides guarantees in connection with equity index put option contracts of a subsidiary. The estimated fair value of liabilities recorded under such contracts was approximately $2.9 billion as of December 31, 2016. The amount of subsidiary payments under these contracts, if any, is contingent upon future events.
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EXHIBIT INDEX
| Exhibit No. | ||
| 2(i) | Agreement and Plan of Merger dated as of June 19, 1998 between Berkshire and General Re Corporation. | |
| Incorporated by reference to Annex I to Registration Statement No. 333-61129 filed on Form S-4. | ||
| 2(ii) | Agreement and Plan of Merger dated as of November 2, 2009 by and among Berkshire, R Acquisition Company, LLC and BNSF. Incorporated by reference to Annex A to Registration Statement No. 333-163343 on Form S-4. | |
| 2(iii) | Agreement and Plan of Merger dated August 8, 2015, by and among Berkshire, NW Merger Sub Inc. and Precision Castparts Corporation (“PCC”) | |
| Incorporated by reference to Exhibit 2.1 to PCC’s Current Report on Form 8-K filed on August 10, 2015 (SEC File No. 001-10348) | ||
| 3(i) | Restated Certificate of Incorporation | |
| Incorporated by reference to Exhibit 3(i) to Form 10-K filed on March 2, 2015. | ||
| 3(ii) | By-Laws | |
| Incorporated by reference to Exhibit 3(ii) to Form 8-K filed on May 4, 2016. | ||
| 4.1 | Indenture, dated as of December 22, 2003, between Berkshire Hathaway Finance Corporation, Berkshire Hathaway Inc. and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association), as trustee. | |
| Incorporated by reference to Exhibit 4.1 on Form S-4 of Berkshire Hathaway Finance Corporation and Berkshire Hathaway Inc. filed on February 4, 2004. SEC File No. 333-112486 | ||
| 4.2 | Indenture, dated as of February 1, 2010, among Berkshire Hathaway Inc., Berkshire Hathaway Finance Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee. | |
| Incorporated by reference to Exhibit 4.1 to Berkshire’s Registration Statement on Form S-3 filed on February 1, 2010. SEC File No. 333-164111 | ||
| 4.3 | Indenture, dated as of January 26, 2016, by and among Berkshire Hathaway Inc., Berkshire Hathaway Finance Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee. | |
| Incorporated by reference to Exhibit 4.1 to Berkshire’s Registration Statement on Form S-3 filed on January 26, 2016. SEC File No. 333-209122 | ||
| 4.4 | Indenture, dated as of December 1, 1995, between BNSF and The First National Bank of Chicago, as trustee. | |
| Incorporated by reference to Exhibit 4 on Form S-3 of BNSF filed on February 8, 1999. | ||
| 4.5 | Indenture, dated as of October 4, 2002, by and between MidAmerican Energy Holdings Company and The Bank of New York, Trustee. | |
| Incorporated by reference to Exhibit 4.1 to the Berkshire Hathaway Energy Company Registration Statement No. 333-101699 dated December 6, 2002. | ||
| 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, 2016. 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 | Equity Commitment Letter of Berkshire Hathaway Inc. with Hawk Acquisition Holding Corporation dated February 13, 2013. Incorporated by reference to Exhibit 10.1 on Form 8-K of Berkshire Hathaway Inc. filed on February 14, 2013. | |
| 12 | Calculation of Ratio of Consolidated Earnings to Consolidated Fixed Charges | |
| 14 | Code of Ethics | |
| Berkshire’s Code of Business Conduct and Ethics is posted on its Internet website at www.berkshirehathaway.com | ||
| 21 | Subsidiaries of Registrant | |
| 23 | Consent of Independent Registered Public Accounting Firm | |
| 31 | Rule 13a—14(a)/15d-14(a) Certifications | |
| 32 | Section 1350 Certifications |
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| Exhibit No. | ||
| 95 | Mine Safety Disclosures | |
| 101 | The following financial information from Berkshire Hathaway Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets as of December 31, 2016 and 2015, (ii) the Consolidated Statements of Earnings for each of the three years ended December 31, 2016, 2015 and 2014, (iii) Consolidated Statements of Comprehensive Income for each of the three years ended December 31, 2016, 2015 and 2014, (iv) the Consolidated Statements of Changes in Shareholders’ Equity for each of the three years ended December 31, 2016, 2015 and 2014, (v) the Consolidated Statements of Cash Flows for each of the three years ended December 31, 2016, 2015 and 2014 and (vi) the Notes to Consolidated Financial Statements and Schedule I, tagged in summary and detail. |
Previous: Item 9B. Other Information