0001193125-16-630947.txt : 20160624 0001193125-16-630947.hdr.sgml : 20160624 20160624095704 ACCESSION NUMBER: 0001193125-16-630947 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20151231 FILED AS OF DATE: 20160624 DATE AS OF CHANGE: 20160624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERKSHIRE HATHAWAY INC CENTRAL INDEX KEY: 0001067983 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 470813844 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14905 FILM NUMBER: 161730051 BUSINESS ADDRESS: STREET 1: 3555 FARNAM STREET CITY: OMAHA STATE: NE ZIP: 68131 BUSINESS PHONE: 4023461400 MAIL ADDRESS: STREET 1: 3555 FARNAM STREET CITY: OMAHA STATE: NE ZIP: 68131 FORMER COMPANY: FORMER CONFORMED NAME: NBH INC DATE OF NAME CHANGE: 19980810 11-K 1 d215629d11k.htm 11-K 11-K

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the Fiscal Year   Commission
Ended December 31, 2015   File Number 001-14905

REVISED PROFIT SHARING PLAN FOR THE EMPLOYEES OF THE GOVERNMENT

EMPLOYEES COMPANIES

 

 

(Name of Plan)

BERKSHIRE HATHAWAY INC.

3555 Farnam Street,

Omaha, Nebraska 68131

(Name of Issuer of Securities held pursuant to Plan and

address of its principal executive office.)

=========================================================================

=========

REQUIRED INFORMATION

The Revised Profit Sharing Plan for the Employees of the Government Employees

Companies is subject to the Employee

Retirement Income Security Act of 1974.


Item 4. In lieu of the requirements of Items 1, 2 and 3 of this Form 11-K, the following financial statements of the Plan, notes thereto, and Report of Independent Registered Public Accounting Firm thereon are being filed as Exhibit 99.1 to this Report:

 

(a) Statements of Net Assets Available for Plan Benefits – December 31, 2015 and 2014;

 

(b) Statements of Changes in Net Assets Available for Plan Benefits

 

  - Years Ended December 31, 2015 and 2014;

 

(c) Notes to Financial Statements; and

 

(d) Report of Independent Registered Public Accounting Firm.

The Consent of Independent Registered Public Accounting Firm to the incorporation by reference, in Registration Statement No. 333-53046 of Berkshire Hathaway Inc. on Form S-8, of their report dated June 21, 2016 appearing in the Plan´s Annual Report on Form 11-K for the year ended December 31, 2015 is being filed as Exhibit 23.1 to this Report.


SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Profit Sharing Plan Administrative Committee of the Revised Profit Sharing Plan for the Employees of the Government Employees Companies has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  

Profit Sharing Plan Administrative

Committee of the Revised Profit Sharing

Plan for the Employees of the

Government Employees Companies

 

    By:     /s/ Nancy L. Pierce  
Date: June 21, 2016             ------------------------------
      Nancy L. Pierce  
  Authorized Committee Member

 


EXHIBITS

The following Exhibits are being filed with this Annual Report on Form 11-K:

 

(23)   CONSENT OF EXPERTS AND COUNSEL:

 

23.1    Consent of Johnson Lambert LLP

 

(99)   ADDITIONAL EXHIBITS

 

99.1    Audited Financial Statements of the Revised Profit Sharing Plan for the Employees of the Government Employees Companies for the years ended December 31, 2015 and 2014
EX-23.1 2 d215629dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in Registration Statement No. 333-53046 on Form S-8 of Berkshire Hathaway Inc. of our report dated June 21, 2016, with respect to the statements of net assets available for plan benefits of the Revised Profit Sharing Plan for the Employees of the Government Employees Companies (the Plan) as of December 31, 2015 and 2014, the related statements of changes in net assets available for plan benefits for the years then ended, and the related supplemental schedule of assets for investment purposes as of December 31, 2015 and schedule of reportable transactions for the year ended December 31, 2015, which reports appear in the December 31, 2015 Annual Report on Form 11-K of the Plan.

 

/s/ Johnson Lambert LLP

Falls Church, Virginia

June 21, 2016

EX-99.1 3 d215629dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

REVISED PROFIT SHARING PLAN

FOR THE EMPLOYEES OF THE

GOVERNMENT EMPLOYEES COMPANIES

Audited Financial Statements

and Supplemental Schedules

Years ended December 31, 2015 and 2014

with Report of Independent Registered Public Accounting Firm


REVISED PROFIT SHARING PLAN FOR THE EMPLOYEES

   OF THE GOVERNMENT EMPLOYEES COMPANIES

Audited Financial Statements and

    Supplemental Schedules

Years ended December 31, 2015 and 2014

 

    

Page

 

Audited Financial Statements

  

Report of Independent Registered Public Accounting Firm

     1-2   

Statements of Net Assets Available for Plan Benefits

     3   

Statements of Changes in Net Assets Available for Plan Benefits

     4   

Notes to the Financial Statements

     5-16   

Supplemental Schedules

  

Schedule of Assets Held for Investment Purposes

     17-20   

Schedule of Reportable Transactions

     21   


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Administrative Committee

Revised Profit Sharing Plan for the

    Employees of the Government Employees Companies

Chevy Chase, Maryland

We have audited the accompanying statements of net assets available for plan benefits of the Revised Profit Sharing Plan for the Employees of the Government Employees Companies (the Plan) as of December 31, 2015 and 2014, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 2015 and 2014, and the changes in net assets available for plan benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

1


The supplemental information in the accompanying Schedule of Assets Held for Investment Purposes at December 31, 2015 and the Schedule of Reportable Transactions for the year ended December 31, 2015 have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but include supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedules, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedules (Schedule of Assets Held for Investment Purposes at December 31, 2015 and the Schedule of Reportable Transactions for the year ended December 31, 2015) is fairly stated in all material respects in relation to the financial statements as a whole.

/s/ Johnson Lambert LLP

Falls Church, Virginia

June 21, 2016

 

2


REVISED PROFIT SHARING PLAN

FOR THE EMPLOYEES OF THE GOVERNMENT EMPLOYEES COMPANIES

STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS

 

     December 31,  
     2015      2014  

ASSETS

     

Investments, at fair value

     $      2,409,315,156           $           2,394,596,018     
  

 

 

    

 

 

 

Receivable from Government Employees Companies

     157,255,020           150,711,682     

Loans receivable from participants

     133,918,976           125,703,445     
  

 

 

    

 

 

 

Total receivables

     291,173,996           276,415,127     
  

 

 

    

 

 

 

NET ASSETS AVAILABLE FOR PLAN BENEFITS

     $ 2,700,489,152           $ 2,671,011,145     
  

 

 

    

 

 

 

 

See notes to the financial statements.

 

3


REVISED PROFIT SHARING PLAN

FOR THE EMPLOYEES OF THE GOVERNMENT EMPLOYEES COMPANIES

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS

 

     Years Ended December 31,  
     2015      2014  

ADDITIONS

     

Investment income

     

Dividends and interest

     $ 37,903,073           $ 32,407,041     

Net (depreciation) appreciation in fair value of investments

     (86,587,204)           169,601,256     
  

 

 

    

 

 

 

Net Investment (Loss) Income

     (48,684,131)           202,008,297     
  

 

 

    

 

 

 

Interest income on loans receivable from participants

     3,388,387           3,038,292     
  

 

 

    

 

 

 

Contributions

     

Employees

     95,603,046           84,094,973     

Government Employees Companies

     157,370,380           150,862,919     
  

 

 

    

 

 

 

Total Contributions

     252,973,426           234,957,892     
  

 

 

    

 

 

 

Other Additions

     167,672           431,626     
  

 

 

    

 

 

 

TOTAL ADDITIONS

     207,845,354           440,436,107     
  

 

 

    

 

 

 

DEDUCTIONS

     

Distributions to participants

     (176,184,647)          (159,908,491)    

Other deductions

     (2,182,700)          (2,057,960)    
  

 

 

    

 

 

 

TOTAL DEDUCTIONS

     (178,367,347)          (161,966,451)    
  

 

 

    

 

 

 

CHANGE IN NET ASSETS AVAILABLE FOR PLAN BENEFITS

     29,478,007           278,469,656     

Net assets available for plan benefits at beginning of year

     2,671,011,145           2,392,541,489     
  

 

 

    

 

 

 

NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR

     $    2,700,489,152          $      2,671,011,145     
  

 

 

    

 

 

 

 

See notes to the financial statements.

 

4


REVISED PROFIT SHARING PLAN

FOR THE EMPLOYEES OF THE GOVERNMENT EMPLOYEES COMPANIES

NOTES TO THE FINANCIAL STATEMENTS

Years ended December 31, 2015 and 2014

NOTE A - DESCRIPTION OF PLAN

The following description of the Revised Profit Sharing Plan for the Employees of the Government Employees Companies (the Plan) provides only general information. Participants should refer to the Plan document for a complete description. The Government Employees Companies (the Companies) include GEICO Corporation and certain of its subsidiaries.

Non-highly compensated participants may contribute up to 50 percent of qualified earnings and highly compensated participants are limited to 6 percent of qualified earnings, subject to the maximum dollar amount permitted by the Internal Revenue Code. Non-highly compensated participants are enrolled in an automatic 1% increase each year in their pre-tax contributions until their contribution reaches 10% of their pay or the Internal Revenue Code limit, whichever is less. Highly compensated participants are enrolled in an automatic 1% increase each year in their pre-tax contributions until their contribution reaches 6% of their pay or the Internal Revenue Code limit, whichever is less. Eligible participants may also make additional “catch-up” contributions as allowed by the Internal Revenue Code. Participants may allocate their contributions between tax-deferred accounts and, beginning November 1, 2007, Roth accounts. The Companies may contribute an amount to be shared by all eligible employees.

Employees automatically become eligible to make a 401(k) elective contribution to the Plan upon their date of hire and are generally eligible to receive a Company contribution after completing one year of service. Vesting is based on years of service at the following rates: 20 percent after two years, 40 percent after three years, 60 percent after four years, 80 percent after five years, and 100 percent after six years.

Withdrawals may be made from after-tax employee contributions made prior to January 1, 1998 (and a pro rata share of the earnings on after-tax contributions withdrawn that were made after December 31, 1986 and before January 1, 1998) and vested employer contributions made prior to January 1, 1993, subject to certain restrictions. Vested employer contributions made on or after January 1, 1993 can only be withdrawn under financial hardship conditions (for periods before September 2013) or after attainment of age 55. Tax-deferred contributions can be withdrawn under financial hardship conditions or after attainment of age 59 12. Roth contributions and earnings can be withdrawn tax free after the participant has completed five years of participation and attained age 59 12. The five year period begins with the first day of the participant’s taxable year in which he or she first made the Roth elective contribution. The participant can withdraw his or her Roth contributions before the five consecutive year period upon demonstration of financial hardship or attainment of age 59 12, but the earnings are subject to taxation.

 

5


REVISED PROFIT SHARING PLAN

FOR THE EMPLOYEES OF THE GOVERNMENT EMPLOYEES COMPANIES

NOTES TO THE FINANCIAL STATEMENTS

 

NOTE A - DESCRIPTION OF PLAN - CONTINUED

 

On termination of service due to death, disability or retirement, a participant or beneficiary may elect to receive an amount equal to the value of the participant’s vested interest in his or her account in either a lump-sum amount or in monthly or annual installments which provide payments for a period certain of 5, 10 or 15 years. For termination of service due to other reasons, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution.

The Plan allows participants to borrow funds from their vested accounts subject to certain restrictions. Payroll deductions are required to repay loans over five years or less except in the case of a mortgage-related loan which may be repaid over a period of up to 15 years. The interest rate is fixed for the term of the loan at the commercial rate of interest charged by area banks on loans which are made under similar circumstances. When a participant terminates, any loan balance must be repaid prior to any account distribution.

Although they have not expressed any intent to do so, the Companies have the right under the Plan to discontinue their contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts.

NOTE B - SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting:     The accompanying financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (U.S. GAAP).

Subsequent Events:     The Plan has performed an evaluation of subsequent events and has considered relevant matters in the preparation of the financial statements and footnotes.

Use of Estimates:     Preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

6


REVISED PROFIT SHARING PLAN

FOR THE EMPLOYEES OF THE GOVERNMENT EMPLOYEES COMPANIES

NOTES TO THE FINANCIAL STATEMENTS

 

NOTE B - SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

 

Investments:     Investments, except for collective trusts, are reported at aggregate fair value based upon quoted market prices. Collective trusts are reported at aggregate fair value based on a calculation of the trusts’ unit values. The trusts’ unit values are determined daily, when the New York Stock Exchange is open for trading, by dividing the net asset value of the trust by the number of trust units outstanding. The appreciation or depreciation in the aggregate fair value of investments is reflected in the statements of changes in net assets available for plan benefits. Net realized gains and losses on security sales are determined using the average cost of investments.

Collective trusts consist of Vanguard Target Retirement Trusts (Trusts). The Trusts invest in corresponding master trusts, which in turn invest in Vanguard mutual funds using an asset allocation strategy designed for investors planning to retire or leave the workforce in or within a few years of a target year.

Loans Receivable from Participants:     Loans receivable from participants are reported at their unpaid principal balances plus any accrued but unpaid interest. No allowance is required as delinquent loans result in an automatic deemed distribution from the participant’s account after the cure period.

Administrative Expenses:     Some administrative expenses are paid by the Companies. Other administrative expenses (e.g., recordkeeping fees for active participants) are paid by the Plan through deductions from the forfeiture account. Administrative expenses related to participants who are no longer employed are deducted from the participants’ accounts.

New Accounting Standards:     In May 2015, the Financial Accounting Standards Board (FASB) issued FASB Accounting Standards Update No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for investments in certain entities that calculate Net Asset Value per share (or its equivalent.) ASU 2015-07 requires that the disclosure of investments for which fair value is measured at net asset value per share (or its equivalent) using the practical expedient should not be categorized in the fair value hierarchy. These investments will be shown as a reconciling item within the disclosure. The Plan will be required to adopt this change for fiscal years beginning after December 15, 2016.

In July 2015, the Financial Accounting Standards Board (FASB) issued FASB Accounting Standards Update No. 2015-12, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965): (Part I) Fully Benefit-Responsive Investment Contracts, (Part II) Plan Investment Disclosures, (Part III) Measurement Date Practical Expedient. Part I eliminates requirements that the Plan

 

7


REVISED PROFIT SHARING PLAN

FOR THE EMPLOYEES OF THE GOVERNMENT EMPLOYEES COMPANIES

NOTES TO THE FINANCIAL STATEMENTS

 

NOTE B - SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

 

report the fair value of fully benefit-responsive contracts. The Plan does not have any of these contracts. Part II eliminates the requirement to disclose the net appreciation or depreciation in fair value of investments by general type. It also eliminates the requirement to disclose individual investments equal to or greater than 5% of net assets. Plan investments disclosed in the financial statements now only need to be disaggregated by general type and investment strategy disclosures are no longer required for investments measured using the net asset value if the Plan files a Form 5500. ASU 2015-12 Part II was early adopted by the Plan retrospectively for the year ending December 31, 2015. Part III pertains to plans with a fiscal year end that is not the same as the month-end. The Plan measurement dates are the same. This change is effective for fiscal years beginning after December 15, 2015.

NOTE C - INVESTMENT OPTIONS

Participants can direct the investment of all contributions to their accounts to a variety of alternatives. In the event a participant does not make an election to direct the investment of employee or employer contributions, such contributions are invested in a default fund which is the Vanguard Target Retirement Trust with the target date closest to the year in which the participant will turn age 65.

Participants had balances in one or more of the following funds or trusts at December 31, 2015:

 

 

Berkshire Hathaway Class B Common Stock Fund - This fund consists primarily of Class B shares of common stock of Berkshire Hathaway Inc., the ultimate parent company of GEICO Corporation, and a small cash balance. The net assets of this fund are owned directly by the Plan. Participants in this fund own units which are valued daily similar to a mutual fund.

 

 

Vanguard Dividend Growth Fund - A mutual fund investing in a portfolio of common stocks.

 

 

Vanguard Emerging Markets Stock Index Fund Institutional Shares - A mutual fund investing in a portfolio of international common stocks focused in emerging markets around the world.

 

 

Vanguard Growth Index Fund Institutional Shares - A mutual fund investing in a portfolio of common stocks.

 

 

Vanguard Inflation-Protected Securities Fund Admiral Shares - A mutual fund that invests in bonds that are backed by the full faith and credit of the U.S. Government and where principal is adjusted quarterly based on inflation.

 

8


REVISED PROFIT SHARING PLAN

FOR THE EMPLOYEES OF THE GOVERNMENT EMPLOYEES COMPANIES

NOTES TO THE FINANCIAL STATEMENTS

 

NOTE C - INVESTMENT OPTIONS - CONTINUED

 

 

  Vanguard Institutional Index Fund Institutional Plus Shares - A mutual fund investing in a portfolio of common stocks tracking the performance of the Standard & Poor’s 500 Index.

 

  Vanguard Mid-Cap Index Fund Institutional Shares - A mutual fund investing in a portfolio of common stocks.

 

  Vanguard Prime Money Market Fund Admiral Shares - A money market fund. This fund was previously known as the Vanguard Prime Money Market Fund Institutional Shares.

 

  Vanguard Small-Cap Index Fund Institutional Shares - A mutual fund investing in a portfolio of common stocks.

 

  Vanguard Target Retirement 2010 Trust Plus - A collective trust invested in the Vanguard Target Retirement 2010 Master Trust (Master Trust). The Master Trust invests in Vanguard mutual funds which are appropriate for retirement around 2010.

 

  Vanguard Target Retirement 2015 Trust Plus - A collective trust invested in the Vanguard Target Retirement 2015 Master Trust (Master Trust). The Master Trust invests in Vanguard mutual funds which are appropriate for retirement around 2015.

 

  Vanguard Target Retirement 2020 Trust Plus - A collective trust invested in the Vanguard Target Retirement 2020 Master Trust (Master Trust). The Master Trust invests in Vanguard mutual funds which are appropriate for retirement around 2020.

 

  Vanguard Target Retirement 2025 Trust Plus - A collective trust invested in the Vanguard Target Retirement 2025 Master Trust (Master Trust). The Master Trust invests in Vanguard mutual funds which are appropriate for retirement around 2025.

 

  Vanguard Target Retirement 2030 Trust Plus - A collective trust invested in the Vanguard Target Retirement 2030 Master Trust (Master Trust). The Master Trust invests in Vanguard mutual funds which are appropriate for retirement around 2030.

 

  Vanguard Target Retirement 2035 Trust Plus - A collective trust invested in the Vanguard Target Retirement 2035 Master Trust (Master Trust). The Master Trust invests in Vanguard mutual funds which are appropriate for retirement around 2035.

 

9


REVISED PROFIT SHARING PLAN

FOR THE EMPLOYEES OF THE GOVERNMENT EMPLOYEES COMPANIES

NOTES TO THE FINANCIAL STATEMENTS

 

NOTE C - INVESTMENT OPTIONS – CONTINUED

 

 

 

Vanguard Target Retirement 2040 Trust Plus - A collective trust invested in the Vanguard Target Retirement 2040 Master Trust (Master Trust). The Master Trust invests in Vanguard mutual funds which are appropriate for retirement around 2040.

 

 

Vanguard Target Retirement 2045 Trust Plus - A collective trust invested in the Vanguard Target Retirement 2045 Master Trust (Master Trust). The Master Trust invests in Vanguard mutual funds which are appropriate for retirement around 2045.

 

 

Vanguard Target Retirement 2050 Trust Plus - A collective trust invested in the Vanguard Target Retirement 2050 Master Trust (Master Trust). The Master Trust invests in Vanguard mutual funds which are appropriate for retirement around 2050.

 

 

Vanguard Target Retirement 2055 Trust Plus - A collective trust invested in the Vanguard Target Retirement 2055 Master Trust (Master Trust). The Master Trust invests in Vanguard mutual funds which are appropriate for retirement around 2055.

 

 

Vanguard Target Retirement 2060 Trust Plus - A collective trust invested in the Vanguard Target Retirement 2060 Master Trust (Master Trust). The Master Trust invests in Vanguard mutual funds which are appropriate for retirement around 2060.

 

 

Vanguard Target Retirement Income Trust Plus - A collective trust invested in the Vanguard Target Retirement Income Master Trust (Master Trust). The Master Trust invests in Vanguard mutual funds which are appropriate for those already in retirement.

 

 

Vanguard Total Bond Market Index Fund Institutional Plus Shares - A mutual fund investing in a portfolio of investment-grade bonds.

 

 

Vanguard Total International Stock Index Fund Institutional Shares - A mutual fund investing in developing and emerging markets, excluding the United States.

 

 

Vanguard Value Index Fund Institutional Shares - A mutual fund investing in a portfolio of common stocks.

 

 

Vanguard Windsor Fund Admiral Shares - A mutual fund investing in a portfolio of common stocks.

 

10


REVISED PROFIT SHARING PLAN

FOR THE EMPLOYEES OF THE GOVERNMENT EMPLOYEES COMPANIES

NOTES TO THE FINANCIAL STATEMENTS

 

NOTE C - INVESTMENT OPTIONS – CONTINUED

 

The following funds became unavailable during 2015 and participants with balances in the funds had their balances transferred to other funds:

 

 

Vanguard Target Retirement 2010 Trust I - A collective trust invested in the Vanguard Target Retirement 2010 Master Trust (Master Trust). The Master Trust invests in Vanguard mutual funds which are appropriate for retirement around 2010.

 

 

Vanguard Target Retirement 2020 Trust I - A collective trust invested in the Vanguard Target Retirement 2020 Master Trust (Master Trust). The Master Trust invests in Vanguard mutual funds which are appropriate for retirement around 2020.

 

 

Vanguard Target Retirement 2030 Trust I - A collective trust invested in the Vanguard Target Retirement 2030 Master Trust (Master Trust). The Master Trust invests in Vanguard mutual funds which are appropriate for retirement around 2030.

 

 

Vanguard Target Retirement 2040 Trust I - A collective trust invested in the Vanguard Target Retirement 2040 Master Trust (Master Trust). The Master Trust invests in Vanguard mutual funds which are appropriate for retirement around 2040.

 

 

Vanguard Target Retirement 2050 Trust I - A collective trust invested in the Vanguard Target Retirement 2050 Master Trust (Master Trust). The Master Trust invests in Vanguard mutual funds which are appropriate for retirement around 2050.

 

 

Vanguard Target Retirement 2060 Trust I - A collective trust invested in the Vanguard Target Retirement 2060 Master Trust (Master Trust). The Master Trust invests in Vanguard mutual funds which are appropriate for retirement around 2060.

 

 

Vanguard Target Retirement Income Trust I - A collective trust invested in the Vanguard Target Retirement Income Master Trust (Master Trust). The Master Trust invests in Vanguard mutual funds which are appropriate for those already in retirement.

 

11


REVISED PROFIT SHARING PLAN

FOR THE EMPLOYEES OF THE GOVERNMENT EMPLOYEES COMPANIES

NOTES TO THE FINANCIAL STATEMENTS

 

NOTE D – INVESTMENTS

 

U.S. GAAP establishes a three-level hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the assets or liabilities fall within different levels of the hierarchy, the classification is based on the lowest input that is significant to the fair value measurement of the asset or liability. Classification of assets and liabilities within the hierarchy considers the markets in which the assets and liabilities are traded and the reliability and transparency of the assumptions used to determine fair value. The hierarchy requires the use of observable market data when available. The levels of the hierarchy and those investments included in each are as follows:

Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities traded in active markets. Mutual funds and common stocks are traded on an exchange in active markets and fair values are based on quoted market prices.

Level 2 – Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market-corroborated inputs. Collective trusts are valued based on the net asset value of the collective trust divided by the number of trust units outstanding. Investments in collective trusts are typically valued, as a practical expedient, utilizing the net asset valuations provided by the underlying private investment companies and or their administrators, without adjustment, when the net asset valuations of the investments are calculated in a manner consistent with U.S. GAAP for investment companies. Although the majority of the master trusts’ investments are traded on an exchange in active markets and therefore can be valued based on a quoted market price, the values of the collective trusts are not quoted in an active market.

Level 3 – Inputs to the valuation methodology are unobservable for the asset or liability and are significant to the fair value measurement.

These valuation techniques involve some level of management estimation and judgment. Where appropriate, adjustments are included to reflect the risk inherent in a particular methodology, model or input used and are reflective of the assumptions that market participants would use in valuing assets or liabilities.

 

12


REVISED PROFIT SHARING PLAN

FOR THE EMPLOYEES OF THE GOVERNMENT EMPLOYEES COMPANIES

NOTES TO THE FINANCIAL STATEMENTS

 

NOTE D - INVESTMENTS - CONTINUED

 

Investments measured at fair value on a recurring basis consist of the following:

 

    Quoted
Prices
(Level 1)
    Significant
Other
Observable
Inputs
(Level 2)
    Significant
  Unobservable  
Inputs
(Level 3)
    Total Fair
Value
 

December 31, 2015    

       

Berkshire Hathaway Class B Common Stock Fund

   $ 164,803,396        $       $       $ 164,803,396    

Non-employer invested securities:

       

Vanguard mutual funds:

       

Money market

    245,780,383                       245,780,383    

Fixed maturity:

       

Bond index

    145,505,175                       145,505,175    

Inflation protected

    14,884,988                       14,884,988    

Equity:

       

Common stock index

    837,309,567                       837,309,567    

Common stock

    214,436,870                       214,436,870    

Vanguard target retirement collective trusts

           786,594,777                786,594,777    
 

 

 

   

 

 

   

 

 

   

 

 

 

Total investments

   $      1,622,720,379       $     786,594,777        $       $      2,409,315,156    
 

 

 

   

 

 

   

 

 

   

 

 

 

 

13


REVISED PROFIT SHARING PLAN

FOR THE EMPLOYEES OF THE GOVERNMENT EMPLOYEES COMPANIES

NOTES TO THE FINANCIAL STATEMENTS

 

NOTE D - INVESTMENTS - CONTINUED

 

    Quoted
Prices
(Level 1)
    Significant
Other
Observable
Inputs
(Level 2)
    Significant
  Unobservable  
Inputs
(Level 3)
    Total Fair
Value
 

December 31, 2014    

       

Berkshire Hathaway Class B Common Stock Fund

   $ 193,024,679       $      $      $ 193,024,679    

Non-employer invested securities:

       

Vanguard mutual funds:

       

Money market

    246,051,878                       246,051,878    

Fixed maturity:

       

Bond index

    142,801,934                       142,801,934    

Inflation protected

    16,450,749                       16,450,749    

Equity:

       

Common stock index

    848,969,618                       848,969,618    

Common stock

    227,574,154                       227,574,154    

Vanguard target retirement collective trusts

           719,723,006                719,723,006    
 

 

 

   

 

 

   

 

 

   

 

 

 

Total investments

   $      1,674,873,012        $     719,723,006        $       $      2,394,596,018    
 

 

 

   

 

 

   

 

 

   

 

 

 

There were no transfers into (out of) Levels 1, 2 or 3 in 2015 and 2014. The Plan’s policy is to recognize all transfers between levels as of the end of the reporting period.

NOTE E – TERMINATIONS, WITHDRAWALS AND FORFEITURES

Following is a summary of terminations, withdrawals and forfeitures for the years ending December 31:

     2015      2014  

Terminations and Withdrawals

    $         176,184,647         $     159,908,491    

Forfeitures

     8,787,182          6,087,326    

Forfeitures represent only non-vested contributions by the Companies. Forfeitures in excess of the Trustee’s record-keeping fees for active participants are allocated proportionately among remaining active participants as of December 31 of each year based on the participant’s earnings for that year.

 

14


REVISED PROFIT SHARING PLAN

FOR THE EMPLOYEES OF THE GOVERNMENT EMPLOYEES COMPANIES

NOTES TO THE FINANCIAL STATEMENTS

 

NOTE F - FEDERAL TAXES

The Plan is exempt from taxation in accordance with the provisions of Section 501(a) of the Internal Revenue Code. Employer contributions and income earned from Plan investments are not taxable to participants until distributed. Employee contributions made from pre-tax earnings are taxed upon distribution. Employee contributions made from after-tax earnings are not subject to additional income tax upon distribution. Pre-tax distributions and earnings may be subject to an excise tax when distributed.

U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the federal and state authorities. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2015 and 2014, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

The Plan obtained its latest determination letter on June 22, 2012. The Plan is required to operate in conformity with the Internal Revenue Code to maintain its qualification. The Plan has indicated it will take the necessary steps to maintain the Plan’s qualified status. As a result, the Plan administrator believes the Plan is qualified and therefore, is exempt from taxation. Although the Plan has been amended since receiving the determination letter, the Plan administrator believes the Plan is currently designed and being operated in compliance with applicable requirements of the Internal Revenue Code.

NOTE G - PARTY IN INTEREST TRANSACTIONS

The Plan includes investments in shares of mutual funds, collective trusts, a fund of common stock issued by Berkshire Hathaway Inc., the ultimate parent company of GEICO Corporation, and participant loans. The funds and loans are managed by an affiliate of Vanguard Fiduciary Trust Company (VFTC). VFTC acts as trustee for only those investments as defined by the Plan. Transactions in such investments qualify as party in interest transactions, which are exempt from the prohibited transaction rules.

 

15


REVISED PROFIT SHARING PLAN

FOR THE EMPLOYEES OF THE GOVERNMENT EMPLOYEES COMPANIES

NOTES TO THE FINANCIAL STATEMENTS

 

NOTE H - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The following is a reconciliation of net assets available for plan benefits per the financial statements to Form 5500:

 

     December 31,  
     2015      2014  

Net assets available for plan benefits per the financial statements

    $     2,700,489,152         $     2,671,011,145    

Adjustment for deemed distributions from plan assets

     (811,674)         (766,256)   
  

 

 

    

 

 

 

Net assets available for plan benefits per Form 5500

    $ 2,699,677,478         $ 2,670,244,889    
  

 

 

    

 

 

 

The following is a reconciliation of distributions to participants per the financial statements to Form 5500:

 

     For the Years Ended  
     December 31,  
     2015      2014  

Distributions to participants per the financial statements

    $        176,184,647         $        159,908,491    

Adjustment for deemed distributions from plan assets at end of year

     811,674          766,256    

Adjustment for deemed distributions from plan assets at beginning of year

     (766,256)         —     
  

 

 

    

 

 

 

Distributions to participants per Form 5500

    $ 176,230,065         $ 160,674,747    
  

 

 

    

 

 

 

NOTE I - RISKS AND UNCERTAINTIES

The Plan includes investments in various securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statement of net assets available for plan benefits.

 

16


REVISED PROFIT SHARING PLAN

FOR THE EMPLOYEES OF THE GOVERNMENT EMPLOYEES COMPANIES

EIN 52-1135801, PN 001

SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES

December 31, 2015

Attachment to Form 5500, Schedule H, Line 4(i)

 

        Description of Investment            
    Identity of Issuer, Borrower,   Including Maturity Date, Rate of         Fair  
   

Lessor, or Similar Party

 

Interest, Par, or Maturity Value

  Cost     Value  

*

 

Berkshire Hathaway Class B Common Stock Fund

 

A fund consisting primarily of Class B shares of common stock of Berkshire Hathaway Inc. and a small cash balance

   $     114,419,025       $     164,803,396    

*

 

Vanguard Dividend Growth Fund

 

Mutual fund investing in a portfolio of common stocks

    24,223,921         27,385,749    

*

 

Vanguard Emerging Markets Stock Index Fund Institutional Shares

 

Mutual fund investing in a portfolio of international common stocks focused in emerging markets around the world

    53,894,257         39,763,480    

*

 

Vanguard Growth Index Fund Institutional Shares

 

Mutual fund investing in a portfolio of common stocks

    122,055,399         171,901,732    

*

 

Vanguard Inflation-Protected Securities Fund Admiral Shares

 

Mutual fund that invests in bonds that are backed by the full faith and credit of the U.S. Government and where principal is adjusted quarterly based on inflation

    15,939,911         14,884,988    

*

 

Vanguard Institutional Index Fund Institutional Plus Shares

 

Mutual fund investing in a portfolio of common stocks tracking the performance of the Standard & Poor’s 500 Index

    240,513,890         284,134,885    

*

 

Vanguard Mid-Cap Index Fund Institutional Shares

 

Mutual fund investing in a portfolio of common stocks

    93,826,853         122,003,076    

*

 

Vanguard Prime Money Market Fund Admiral Shares

 

A money market fund

    245,780,383         245,780,383    

*

 

Vanguard Small-Cap Index Fund Institutional Shares    

 

Mutual fund investing in a portfolio of common stocks

    76,384,423         95,238,009   

 

17


REVISED PROFIT SHARING PLAN

FOR THE EMPLOYEES OF THE GOVERNMENT EMPLOYEES COMPANIES

EIN 52-1135801, PN 001

SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES - CONTINUED

December 31, 2015

Attachment to Form 5500, Schedule H, Line 4(i)

 

        Description of Investment            
    Identity of Issuer, Borrower,   Including Maturity Date, Rate of         Fair  
   

Lessor, or Similar Party

 

Interest, Par, or Maturity Value

  Cost     Value  

*

 

Vanguard Total Bond Market Index Fund Institutional Plus Shares

 

Mutual fund investing in a portfolio of investment-grade bonds

    151,061,917         145,505,175    

*

 

Vanguard Total International Stock Index Fund Institutional Shares

 

Mutual fund investing in developing and emerging markets, excluding the United States

    78,564,505         71,244,622    

*

 

Vanguard Value Index Fund Institutional Shares

 

Mutual fund investing in a portfolio of common stocks

    41,236,744         53,023,764    

*

 

Vanguard Windsor Fund Admiral Shares

 

Mutual fund investing in a portfolio of common stocks

    156,565,685         187,051,120    

*

 

Vanguard Target Retirement 2010 Trust Plus

 

Collective trust investing in a master trust investing in Vanguard mutual funds appropriate for retirement around 2010

    17,914,881         17,666,844    

*

 

Vanguard Target Retirement 2015 Trust Plus

 

Collective trust investing in a master trust investing in Vanguard mutual funds appropriate for retirement around 2015

    399,922         395,189    

*

 

Vanguard Target Retirement 2020 Trust Plus

 

Collective trust investing in a master trust investing in Vanguard mutual funds appropriate for retirement around 2020

    123,329,608         120,053,666    

*

 

Vanguard Target Retirement 2025 Trust Plus    

 

Collective trust investing in a master trust investing in Vanguard mutual funds appropriate for retirement around 2025

    1,022,290         1,013,428    

 

18


REVISED PROFIT SHARING PLAN

FOR THE EMPLOYEES OF THE GOVERNMENT EMPLOYEES COMPANIES

EIN 52-1135801, PN 001

SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES - CONTINUED

December 31, 2015

Attachment to Form 5500, Schedule H, Line 4(i)

 

        Description of Investment            
    Identity of Issuer, Borrower,   Including Maturity Date, Rate of         Fair  
   

Lessor, or Similar Party

 

Interest, Par, or Maturity Value

  Cost     Value  

*

 

Vanguard Target Retirement 2030 Trust Plus

 

Collective trust investing in a master trust investing in Vanguard mutual funds appropriate for retirement around 2030

    157,738,225         152,242,183    

*

 

Vanguard Target Retirement 2035 Trust Plus

 

Collective trust investing in a master trust investing in Vanguard mutual funds appropriate for retirement around 2035

    196,769         197,936    

*

 

Vanguard Target Retirement 2040 Trust Plus

 

Collective trust investing in a master trust investing in Vanguard mutual funds appropriate for retirement around 2040

    231,071,807         221,140,943    

*

 

Vanguard Target Retirement 2045 Trust Plus

 

Collective trust investing in a master trust investing in Vanguard mutual funds appropriate for retirement around 2045

    282,953         277,894    

*

 

Vanguard Target Retirement 2050 Trust Plus

 

Collective trust investing in a master trust investing in Vanguard mutual funds appropriate for retirement around 2050

    259,006,091         247,933,339    

*

 

Vanguard Target Retirement 2055 Trust Plus

 

Collective trust investing in a master trust investing in Vanguard mutual funds appropriate for retirement around 2055

    49,558         49,517    

 

19


REVISED PROFIT SHARING PLAN

FOR THE EMPLOYEES OF THE GOVERNMENT EMPLOYEES COMPANIES

EIN 52-1135801, PN 001

SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES - CONTINUED

December 31, 2015

Attachment to Form 5500, Schedule H, Line 4(i)

 

        Description of Investment            
    Identity of Issuer, Borrower,   Including Maturity Date, Rate of         Fair  
   

Lessor, or Similar Party

 

Interest, Par, or Maturity Value

  Cost     Value  

*

 

Vanguard Target Retirement 2060 Trust Plus

 

Collective trust investing in a master trust investing in Vanguard mutual funds appropriate for retirement around 2060

    16,932,557         16,307,965    

*

 

Vanguard Target Retirement Income Trust Plus

 

Collective trust investing in a master trust investing in Vanguard mutual funds appropriate for those already in retirement

    9,436,616         9,315,873    

*

 

Loans Receivable from Participants

 

Maturities ranging from one year to fifteen years, interest ranging from 2.29% to 9.25%

    -          133,918,976    
     

 

 

   

 

 

 

Total assets held for investment purposes

   $     2,231,848,190        $     2,543,234,132    
     

 

 

   

 

 

 

* Party in interest

   

 

 

 

20


REVISED PROFIT SHARING PLAN

FOR THE EMPLOYEES OF THE GOVERNMENT EMPLOYEES COMPANIES

EIN 52-1135801, PN 001

SCHEDULE OF REPORTABLE TRANSACTIONS

Year Ended December 31, 2015

Attachment to Form 5500, Schedule H, Line 4(j)

 

Description of Investment

      Purchase
Price
    Selling
Price
    Historical
Cost of
Asset
    Current Value
of Asset on
Transaction
Date
    Net
Gain
(Loss)
 

Vanguard Prime Money Market Fund Admiral Shares

     $     119,301,568            $     119,301,568      

Vanguard Prime Money Market Fund Admiral Shares

       $     121,454,869        $     121,454,869         121,454,869       $ -     

Vanguard Target Retirement 2020 Trust Plus

      132,341,757             132,341,757      

Vanguard Target Retirement 2020 Trust Plus

        8,791,255         9,011,323         8,791,255         (220,068)   

Vanguard Target Retirement 2030 Trust Plus

      166,649,577             166,649,577      

Vanguard Target Retirement 2030 Trust Plus

        8,610,513         8,903,679         8,610,513         (293,166)   

Vanguard Target Retirement 2040 Trust Plus

      243,263,941             243,263,941      

Vanguard Target Retirement 2040 Trust Plus

        11,650,273         12,130,119         11,650,273         (479,846)   

Vanguard Target Retirement 2050 Trust Plus

      278,525,684             278,525,684      

Vanguard Target Retirement 2050 Trust Plus

        18,738,740         19,517,974         18,738,740         (779,234)   

Berkshire Hathaway Class B Common Stock Fund

      72,779,432             72,779,432      

Berkshire Hathaway Class B Common Stock Fund

        77,330,979         69,925,797         77,330,979         7,405,182   

 

21