Item 15. Exhibits and Financial Statement Schedules

20K characters. Original on sec.gov · Markdown

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 (PCAOB ID No. 34)		K-67
Consolidated Balance Sheets— December 31, 2021 and December 31, 2020		K-70
Consolidated Statements of Earnings— Years Ended December 31, 2021, December 31, 2020, and December 31, 2019		K-72
Consolidated Statements of Comprehensive Income— Years Ended December 31, 2021, December 31, 2020, and December 31, 2019		K-73
Consolidated Statements of Changes in Shareholders’ Equity— Years Ended December 31, 2021, December 31, 2020, and December 31, 2019		K-73
Consolidated Statements of Cash Flows— Years Ended December 31, 2021, December 31, 2020, and December 31, 2019		K-74
Notes to Consolidated Financial Statements		K-75

2. Financial Statement Schedule
Report of Independent Registered Public Accounting Firm		K-114
Schedule I—Parent Company Condensed Financial Information Balance Sheets as of December 31, 2021 and 2020, Statements of Earnings and Comprehensive Income and Cash Flows for the years ended December 31, 2021, December 31, 2020 and December 31, 2019 and Note to Condensed Financial Information		K-115

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-117.

K-113

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, 2021 and 2020, and for each of the three years in the period ended December 31, 2021, and the Company’s internal control over financial reporting as of December 31, 2021, and have issued our report thereon dated February 26, 2022; 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.

/s/ Deloitte & Touche LLP

Omaha, Nebraska

February 26, 2022

K-114

BERKSHIRE HATHAWAY INC. (Parent Company)

Condensed Financial Information

(Dollars in millions)

Schedule I

Balance Sheets

	December 31,
	2021		2020
Assets:
Cash and cash equivalents	$	18,797	$	12,329
Short-term investments in U.S. Treasury Bills		9,681		29,773
Investments in and advances to/from consolidated subsidiaries		486,862		411,826
Investment in The Kraft Heinz Company		13,112		13,336
Other assets		140		108
	$	528,592	$	467,372
Liabilities and Shareholders’ Equity:
Accounts payable, accrued interest and other liabilities	$	237	$	369
Income taxes, principally deferred		747		1,174
Notes payable and other borrowings		21,409		22,665
		22,393		24,208
Berkshire Hathaway shareholders’ equity		506,199		443,164
	$	528,592	$	467,372

Statements of Earnings and Comprehensive Income

	Year ended December 31,
	2021			2020			2019
Income items:
From consolidated subsidiaries:
Dividends and distributions	$	13,462		$	26,110		$	15,603
Undistributed earnings		74,819			17,402			65,237
		88,281			43,512			80,840
Investment gains (losses)		35			(24	)		(125	)
Equity in net earnings of The Kraft Heinz Company		269			95			493
Other income		73			328			780
		88,658			43,911			81,988
Cost and expense items:
General and administrative		136			194			122
Interest expense		444			489			591
Foreign exchange (gains) losses on non-U.S. Dollar denominated debt		(1,281	)		970			(193	)
Income tax expense (benefit)		(436	)		(263	)		51
		(1,137	)		1,390			571
Net earnings attributable to Berkshire Hathaway shareholders		89,795			42,521			81,417
Other comprehensive income attributable to Berkshire Hathaway shareholders		216			1,000			(228	)
Comprehensive income attributable to Berkshire Hathaway shareholders	$	90,011		$	43,521		$	81,189

See Note to Condensed Financial Information

K-115

BERKSHIRE HATHAWAY INC. (Parent Company)

Condensed Financial Information

(Dollars in millions)

Schedule I (continued)

Statements of Cash Flows

	Year ended December 31,
	2021			2020			2019
Cash flows from operating activities:
Net earnings attributable to Berkshire Hathaway shareholders	$	89,795		$	42,521		$	81,417
Adjustments to reconcile net earnings to cash flows from operating activities:
Investment gains/losses		(35	)		24			125
Undistributed earnings of consolidated subsidiaries		(74,819	)		(17,402	)		(65,237	)
Non-cash dividends from subsidiaries		(2,126	)		(8,296	)		—
Income taxes payable		(389	)		(72	)		(56	)
Other		(1,038	)		1,100			(693	)
Net cash flows from operating activities		11,388			17,875			15,556
Cash flows from investing activities:
Investments in and advances to/from consolidated subsidiaries, net		(174	)		(1,947	)		60
Purchases of U.S. Treasury Bills		(34,988	)		(54,715	)		(40,107	)
Sales and maturities of U.S. Treasury Bills		57,296			59,035			36,943
Other		—			11			737
Net cash flows from investing activities		22,134			2,384			(2,367	)
Cash flows from financing activities:
Proceeds from borrowings		2,174			2,923			3,967
Repayments of borrowings		(2,167	)		(1,151	)		(758	)
Acquisition of treasury stock		(27,061	)		(24,706	)		(4,850	)
Other		—			—			19
Net cash flows from financing activities		(27,054	)		(22,934	)		(1,622	)
Increase (decrease) in cash and cash equivalents		6,468			(2,675	)		11,567
Cash and cash equivalents at beginning of year		12,329			15,004			3,437
Cash and cash equivalents at end of year	$	18,797		$	12,329		$	15,004
Other cash flow information:
Income taxes paid	$	3,403		$	3,391		$	3,531
Interest paid	377			359				364

Note to Condensed Financial Information

Berkshire currently owns 26.6% of the outstanding shares of The Kraft Heinz Company (“Kraft Heinz”) common stock, which is accounted for pursuant to the equity method. See Note 5 to the accompanying Consolidated Financial Statements for additional information regarding this investment.

In 2021, the Parent Company repaid €550 million of maturing senior notes and $1.5 billion of maturing senior notes and issued €600 million of 0.5% senior notes due in 2041 and ¥160 billion (approximately $1.5 billion) of senior notes with maturity dates ranging from 2026 to 2041 with a weighted average interest rate of 0.5%. As of December 31, 2021, the Parent Company’s non-U.S. Dollar denominated borrowings included €6.9 billion and ¥785.5 billion par value 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. In January 2022, Berkshire repaid $600 million of maturing debt and issued ¥128.5 billion (approximately $1.1 billion) of senior notes with maturity dates ranging from 2027 to 2052 and a weighted average interest rate of 0.5%.

Parent Company debt maturities over the next five years are as follows: 2022—$600 million; 2023—$4,467 million; 2024—$2,080 million; 2025—$1,681 million and 2026—$3,378 million. The Parent Company guarantees certain debt of subsidiaries, which aggregated approximately $17.0 billion at December 31, 2021, which was primarily debt issued by Berkshire Hathaway Finance Corporation. Such guarantees are an absolute, unconditional and irrevocable guarantee for the full and prompt payment when due of all present and future payment obligations. The Parent Company has also provided guarantees in connection with certain retroactive reinsurance contracts issued by subsidiaries. The amounts of subsidiary payments under these contracts, if any, is contingent upon the outcome of future events.

K-116

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.


4.6		Indenture, dated as of January 28, 2022, by and among Berkshire Hathaway Inc., as an issuer and a guarantor of the debt securities issued by Berkshire Hathaway Finance Corporation, Berkshire Hathaway Finance Corporation, as an issuer, 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 28, 2022. SEC File No 333-262384.

		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, 2021. 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

K-117

Exhibit No.
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

101		The following financial information from Berkshire Hathaway Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, 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-118

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 26, 2022	/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 26, 2022 Date

/S/ GREGORY E. ABEL Gregory E. Abel	Director—Vice Chairman—Non-Insurance Operations	February 26, 2022 Date

/S/ HOWARD G. BUFFETT Howard G. Buffett	Director	February 26, 2022 Date

/S/ SUSAN A. BUFFETT Susan A. Buffett	Director	February 26, 2022 Date

/S/ STEPHEN B. BURKE Stephen B. Burke	Director	February 26, 2022 Date

/S/ KENNETH I. CHENAULT Kenneth I. Chenault	Director	February 26, 2022 Date

/S/ CHRISTOPHER C. DAVIS Christopher C. Davis	Director	February 26, 2022 Date

/S/ SUSAN L. DECKER Susan L. Decker	Director	February 26, 2022 Date

/S/ DAVID S. GOTTESMAN David S. Gottesman	Director	February 26, 2022 Date

/S/ CHARLOTTE GUYMAN Charlotte Guyman	Director	February 26, 2022 Date

/S/ AJIT JAIN Ajit Jain	Director—Vice Chairman—Insurance Operations	February 26, 2022 Date

/S/ CHARLES T. MUNGER Charles T. Munger	Director—Vice Chairman	February 26, 2022 Date


/S/ RONALD L. OLSON Ronald L. Olson	Director	February 26, 2022 Date

/S/ MERYL B. WITMER Meryl B. Witmer	Director	February 26, 2022 Date

/S/ MARC D. HAMBURG Marc D. Hamburg	Senior Vice President—Principal Financial Officer	February 26, 2022 Date

/S/ DANIEL J. JAKSICH Daniel J. Jaksich	Vice President—Principal Accounting Officer	February 26, 2022 Date

K-119

Previous: Item 9B. Other Information