Item 15. Exhibits and Financial Statement Schedules

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Item 15. Exhibits and Financial Statement Schedules

(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:

		PAGE
Report of Independent Registered Public Accounting Firm		K-63
Consolidated Balance Sheets— December 31, 2019 and December 31, 2018		K-66
Consolidated Statements of Earnings— Years Ended December 31, 2019, December 31, 2018, and December 31, 2017		K-68
Consolidated Statements of Comprehensive Income— Years Ended December 31, 2019, December 31, 2018, and December 31, 2017		K-69
Consolidated Statements of Changes in Shareholders’ Equity— Years Ended December 31, 2019, December 31, 2018, and December 31, 2017		K-69
Consolidated Statements of Cash Flows— Years Ended December 31, 2019, December 31, 2018, and December 31, 2017		K-70
Notes to Consolidated Financial Statements		K-71

2. Financial Statement Schedule
Report of Independent Registered Public Accounting Firm		K-113
Schedule I—Parent Company Condensed Financial Information Balance Sheets as of December 31, 2019 and 2018, Statements of Earnings and Comprehensive Income and Cash Flows for the years ended December 31, 2019, December 31, 2018 and December 31, 2017 and Note to Condensed Financial Information		K-114

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.

(b) Exhibits

See the “Exhibit Index” at page K-116.

K-112

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

Berkshire Hathaway Inc.

Omaha, Nebraska

Opinion on the Financial Statement Schedule

We have audited the consolidated financial statements of Berkshire Hathaway Inc. and subsidiaries (the “Company”) as of December 31, 2019 and 2018, and for each of the three years in the period ended December 31, 2019, and the Company’s internal control over financial reporting as of December 31, 2019, and have issued our report thereon dated February 22, 2020; 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 the Index at Item 15. This financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement schedule based on our audits. In our opinion, such financial statement schedule, when considered in relation to the financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

Change in Accounting Principle

As discussed in Note 1 to the financial statements of the Company, the Company has changed its method of accounting for investments in equity securities (excluding equity method investments) in 2018 due to the adoption of ASU 2016-01 “Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities.”

/s/ Deloitte & Touche LLP

Omaha, Nebraska

February 22, 2020

K-113

BERKSHIRE HATHAWAY INC. (Parent Company)

Condensed Financial Information

(Dollars in millions)

Schedule I

Balance Sheets

	December 31,
	2019		2018
Assets:
Cash and cash equivalents	$	15,004	$	3,437
Short-term investments in U.S. Treasury Bills		25,514		22,957
Investments in and advances to/from consolidated subsidiaries		392,162		328,898
Investment in The Kraft Heinz Company		13,757		13,813
Other assets		131		80
	$	446,568	$	369,185
Liabilities and Shareholders’ Equity:
Accounts payable, accrued interest and other liabilities	$	320	$	1,507
Income taxes, principally deferred		1,554		2,104
Notes payable and other borrowings		19,903		16,871
		21,777		20,482
Berkshire Hathaway shareholders’ equity		424,791		348,703
	$	446,568	$	369,185

Statements of Earnings and Comprehensive Income

	Year ended December 31,
	2019			2018			2017
Income items:
From consolidated subsidiaries:
Dividends and distributions	$	15,603		$	9,658		$	5,367
Undistributed earnings (losses)		65,237			(3,952	)		37,832
		80,840			5,706			43,199
Investment gains (losses)		(125	)		(4	)		(1	)
Equity in net earnings (losses) of The Kraft Heinz Company		493			(2,730	)		2,938
Other income		780			649			350
		81,988			3,621			46,486
Cost and expense items:
General and administrative		122			216			159
Interest expense		591			601			522
Foreign exchange (gains) losses on non-U.S. Dollar denominated debt		(193	)		(366	)		1,008
Income tax expense (benefit)		51			(851	)		(143	)
		571			(400	)		1,546
Net earnings attributable to Berkshire Hathaway shareholders		81,417			4,021			44,940
Other comprehensive income attributable to Berkshire Hathaway shareholders		(228	)		(2,211	)		21,273
Comprehensive income attributable to Berkshire Hathaway shareholders	$	81,189		$	1,810		$	66,213

See Note to Condensed Financial Information

K-114

BERKSHIRE HATHAWAY INC. (Parent Company)

Condensed Financial Information

(Dollars in millions)

Schedule I (continued)

Statements of Cash Flows

	Year ended December 31,
	2019			2018			2017
Cash flows from operating activities:
Net earnings attributable to Berkshire Hathaway shareholders	$	81,417		$	4,021		$	44,940
Adjustments to reconcile net earnings to cash flows from operating activities:
Investment gains/losses		125			4			1
Undistributed earnings of consolidated subsidiaries		(65,237	)		3,952			(37,832	)
Income taxes payable		(56	)		(972	)		(135	)
Other		(693	)		3,062			(1,234	)
Net cash flows from operating activities		15,556			10,067			5,740
Cash flows from investing activities:
Investments in and advances to/from consolidated subsidiaries, net		60			460			(239	)
Purchases of U.S. Treasury Bills		(40,107	)		(29,740	)		(19,663	)
Sales and maturities of U.S. Treasury Bills		36,943			21,442			14,847
Other		737			—			—
Net cash flows from investing activities		(2,367	)		(7,838	)		(5,055	)
Cash flows from financing activities:
Proceeds from borrowings		3,967			17			1,201
Repayments of borrowings		(758	)		(1,563	)		(1,145	)
Acquisition of treasury stock		(4,850	)		(1,346	)		—
Other		19			61			77
Net cash flows from financing activities		(1,622	)		(2,831	)		133
Increase (decrease) in cash and cash equivalents		11,567			(602	)		818
Cash and cash equivalents at beginning of year		3,437			4,039			3,221
Cash and cash equivalents at end of year	$	15,004		$	3,437		$	4,039
Other cash flow information:
Income taxes paid	$	3,531		$	2,790		$	2,076
Interest paid	364				388			386

Note to Condensed Financial Information

Berkshire acquired 50% of the outstanding common stock of Heinz Holding Company in 2013. After a series of transactions in 2015, that interest represented 26.8% of the outstanding common stock of The Kraft Heinz Company (“Kraft Heinz”). Berkshire currently owns 26.6% of the outstanding shares of Kraft Heinz common stock. Reference is made to Note 5 to the accompanying Consolidated Financial Statements for additional information.

In 2019, the Parent Company issued ¥430.0 billion of senior notes with various maturities and interest rates. See Note 17 to the accompanying Consolidated Financial Statements for additional information. For each of the three years ending December 31, 2019, Parent Company borrowings also included €6.85 billion senior notes. The gains and losses from the periodic remeasurement of these non-U.S. Dollar denominated notes due to changes in foreign currency exchange rates are included in earnings.

Parent Company debt maturities over the next five years are as follows: 2020—$1,122 million; 2021—$2,117 million; 2022—$613 million; 2023—$3,958 million and 2024—$2,120 million. At December 31, 2019, Parent Company guarantees of debt obligations of certain of its subsidiaries were approximately $12.2 billion. Such guarantees are an absolute, unconditional and irrevocable guarantee for the full and prompt payment when due of all present and future payment obligations. Parent Company has also provided guarantees in connection with equity index put option contracts and certain retroactive reinsurance contracts of subsidiaries. The amounts of subsidiary payments under these contracts, if any, is contingent upon the outcome of future events.

In December 2017, the Tax Cuts and Jobs Act of 2017 (“TCJA”) was enacted, which reduced the Parent Company’s income tax expense in 2017 by $550 million, primarily due to the reduction in deferred tax liabilities attributable to the lower U.S. statutory rate, partly offset by a one-time income tax expense on certain accumulated undistributed earnings of foreign subsidiaries. The effects of the TCJA on income tax expense of consolidated subsidiaries is included in undistributed earnings in consolidated subsidiaries.

K-115

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. 333-164611


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, 2019. 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.

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

31.1		Rule 13a—14(a)/15d-14(a) Certification

31.2		Rule 13a—14(a)/15d-14(a) Certification

32.1		Section 1350 Certification

32.2		Section 1350 Certification

95		Mine Safety Disclosures

K-116

Exhibit No.

101		The following financial information from Berkshire Hathaway Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019, formatted in iXBRL (Inline Extensible Business Reporting Language) includes: (i) the Cover Page (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Earnings, (iv) the Consolidated Statements of Comprehensive Income, (v) the Consolidated Statements of Changes in Shareholders’ Equity, (vi) the Consolidated Statements of Cash Flows, and (vii) the Notes to Consolidated Financial Statements and Schedule I, tagged in summary and detail.

104		Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101)

K-117

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 22, 2020	/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 22, 2020 Date

/S/ GREGORY E. ABEL Gregory E. Abel	Director—Vice Chairman—Non Insurance Operations	February 22, 2020 Date

/S/ HOWARD G. BUFFETT Howard G. Buffett	Director	February 22, 2020 Date

/S/ STEPHEN B. BURKE Stephen B. Burke	Director	February 22, 2020 Date

/S/ SUSAN L. DECKER Susan L. Decker	Director	February 22, 2020 Date

/S/ WILLIAM H. GATES III William H. Gates III	Director	February 22, 2020 Date

/S/ DAVID S. GOTTESMAN David S. Gottesman	Director	February 22, 2020 Date

/S/ CHARLOTTE GUYMAN Charlotte Guyman	Director	February 22, 2020 Date

/S/ AJIT JAIN Ajit Jain	Director—Vice Chairman—Insurance Operations	February 22, 2020 Date

/S/ CHARLES T. MUNGER Charles T. Munger	Director—Vice Chairman	February 22, 2020 Date

/S/ THOMAS S. MURPHY Thomas S. Murphy	Director	February 22, 2020 Date

/S/ RONALD L. OLSON Ronald L. Olson	Director	February 22, 2020 Date

/S/ WALTER SCOTT, JR. Walter Scott, Jr.	Director	February 22, 2020 Date

/S/ MERYL B. WITMER Meryl B. Witmer	Director	February 22, 2020 Date

/S/ MARC D. HAMBURG Marc D. Hamburg	Senior Vice President—Principal Financial Officer	February 22, 2020 Date

/S/ DANIEL J. JAKSICH Daniel J. Jaksich	Vice President—Principal Accounting Officer	February 22, 2020 Date

K-118

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