UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-14905
JOHNS MANVILLE EMPLOYEES 401(k) PLAN
717 Seventeenth Street
Denver, CO 80202
(Full title of the plan and the address of the plan, if different from that of the issuer named below.)
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 Johns Manville Employees 401(k) Plan 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, supplemental schedules, and Report of Independent Registered Public Accounting Firm thereon are being filed as Exhibit 99.1 to this Report:
(a) | Report of Independent Registered Public Accounting Firm; |
(b) | Statements of Net Assets Available for Benefits December 31, 2020 and 2019; |
(c) | Statement of Changes in Net Assets Available for Benefits Year Ended December 31, 2020; |
(d) | Notes to Financial Statements; |
(e) | Schedule of Assets; and |
(f) | Schedule of Delinquent Participant Contributions. |
The Consent of Independent Registered Public Accounting Firm to the incorporation by reference, in Registration Statement No. 333-75612 of Berkshire Hathaway Inc. on Form S-8, of their report dated May 20, 2021 appearing in the Plan´s Annual Report on Form 11-K for the year ended December 31, 2020 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 Johns Manville Benefits Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
Johns Manville Benefits
Committee
By: |
/s/ Sabine Schmidt | |||
Date: May 20, 2021 |
-------------------------- | |||
Sabine Schmidt | ||||
Senior Vice President and Chief Financial Officer |
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 Deloitte & Touche LLP
(99) | ADDITIONAL EXHIBITS |
99.1 |
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-75612 of Berkshire Hathaway Inc. on Form S-8 of our report dated May 20, 2021, relating to the financial statements and supplemental schedules of the Johns Manville Employees 401(k) Plan, appearing in this Annual Report on Form 11-K of the Johns Manville Employees 401(k) Plan for the year ended December 31, 2020.
/s/ DELOITTE & TOUCHE LLP |
Denver, Colorado |
May 20, 2021 |
Exhibit 99.1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Participants and Plan Administrator of the
Johns Manville Employees 401(k) Plan
Denver, Colorado
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Johns Manville Employees 401(k) Plan (the Plan) as of December 31, 2020 and 2019, the related statement of changes in net assets available for benefits for the year ended December 31, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2020 and 2019, and the changes in net assets available for benefits for the year ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on the Plans financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Report on Supplemental Schedules
The supplemental schedules of (1) assets (held at end of year) as of December 31, 2020 and (2) delinquent participant contributions for the year ended December 31, 2020 have been subjected to audit procedures performed in conjunction with the audit of the Plans financial statements. The supplemental schedules are the responsibility of the Plans management. Our audit procedures included determining whether the supplemental schedules reconcile 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 schedules. In forming our opinion on the supplemental schedules, we evaluated whether the supplemental schedules, including their form and content, are presented in compliance with the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, such schedules are fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ DELOITTE & TOUCHE LLP
Denver, Colorado
May 20, 2021
We have served as the auditor of the Plan since 2001.
JOHNS MANVILLE EMPLOYEES 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2020 AND 2019
2020 | 2019 | |||||||||||
ASSETS: |
||||||||||||
Participant-directed investments in Master Trust Plans |
$ | 689,121,115 | $ | 611,804,263 | ||||||||
|
|
|
|
|||||||||
Receivables: |
||||||||||||
Notes receivable from participants |
10,047,023 | 10,128,167 | ||||||||||
Employer contributions |
6,732,365 | 8,216,539 | ||||||||||
|
|
|
|
|||||||||
Total receivables |
16,779,388 | 18,344,706 | ||||||||||
|
|
|
|
|||||||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ | 705,900,503 | $ | 630,148,969 | ||||||||
|
|
|
|
See notes to financial statements.
- 3 -
JOHNS MANVILLE EMPLOYEES 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2020
2020 | ||||
ADDITIONS: |
||||
CONTRIBUTIONS: |
||||
Participant contributions |
$ | 23,241,578 | ||
Rollover contributions |
5,307,848 | |||
Employer contributions |
15,271,742 | |||
|
|
|||
Total contributions |
43,821,168 | |||
|
|
|||
PLANS INTEREST IN MASTER TRUST INVESTMENT INCOME: |
||||
Dividends and interest |
11,176,031 | |||
Net appreciation in fair value of investments |
93,014,977 | |||
|
|
|||
Plans interest in Master Trust investment income |
104,191,008 | |||
|
|
|||
INTEREST INCOME ON NOTES RECEIVABLE FROM PARTICIPANTS |
540,831 | |||
|
|
|||
Total additions |
148,553,007 | |||
|
|
|||
DEDUCTIONS: |
||||
Benefits paid to participants |
72,513,254 | |||
Administrative expenses, net of revenue sharing |
161,135 | |||
|
|
|||
Total deductions |
72,674,389 | |||
|
|
|||
INCREASE IN NET ASSETS BEFORE PLAN TRANSFERS |
75,878,618 | |||
|
|
|||
NET TRANSFERS OUT OF PLAN |
(127,084 | ) | ||
|
|
|||
INCREASE IN NET ASSETS |
75,751,534 | |||
NET ASSETS AVAILABLE FOR BENEFITS: |
||||
Beginning of year |
630,148,969 | |||
|
|
|||
End of year |
$ | 705,900,503 | ||
|
|
See notes to financial statements.
- 4 -
JOHNS MANVILLE EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2020 AND 2019 AND FOR THE YEAR ENDED DECEMBER 31, 2020
1. | DESCRIPTION OF THE PLAN |
General The following description of the Johns Manville Employees 401(k) Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plans provisions.
The Plan is a defined contribution plan sponsored by Johns Manville Corporation and offered through its wholly owned subsidiary, Johns Manville (the Company). The Plan provides eligible employees a convenient means for regular and systematic savings with several investment options. The investments of the Plan are maintained in the Johns Manville Master Trust (the Master Trust). Fidelity Management Trust Company (Fidelity or the Trustee), the trustee of the Plan, administers, manages, and reports the Plans investment transactions.
Investments Participants direct the investment of their contributions into the various funds offered by the Plan. The Plan offers mutual funds, target date common collective trust funds and a unitized stock fund through the Master Trust.
Contributions Pre-Tax Contributions Eligible employees may contribute to the Plan through a reduction in salary on a pretax basis from 1% to 75% of eligible compensation.
Contributions After-Tax Contributions Employees may elect to contribute 1% to 9% of eligible compensation on an after-tax basis regardless of the percentage of pretax contributions.
Company Contributions The Company contribution is based on a 50% fixed match on the first 6% of pre-tax employee contributions up to a maximum of 3% of eligible compensation, plus up to 50% variable match on the first 6% of pre-tax employee contributions up to a maximum of 3% of eligible compensation based on the operating performance of the Company and managements sole discretion. The Company may also, at its sole discretion, contribute an additional variable match of up to 1% of eligible compensation if the participant is contributing between 6% and 7% in pre-tax contributions.
Company contributions of $6,732,365 and $8,216,539 related to the Companys variable match were accrued for as of December 31, 2020 and 2019, respectively. Voluntary after-tax contributions, catch-up contributions and rollover contributions are not matched by the Company. The Companys annual contribution made on behalf of any one employee is subject to certain maximums as specified in the Plan and regulated by the Internal Revenue Service (IRS).
Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Contributions are subject to certain Internal Revenue Code (IRC) limitations.
Contribution Limitations Contributions to the Berkshire Hathaway Class B Unitized Stock Fund (Berkshire Fund), an investment option of the Plan that invests in common stock of the parent company of the sponsoring employee, cannot exceed 25% of their contributions or total value of their account.
- 5 -
Participant Accounts Individual accounts are maintained for each Plan participant. Each participants account is credited with the participants contribution, the Companys matching contribution, and allocations of the Companys discretionary contributions, participant forfeitures and Plan earnings, and charged with withdrawals and an allocation of Plan losses and administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participants vested account. Participants may change their deferral percentage of authorized payroll deductions at any time in accordance with administrative notice requirements.
Eligibility Full-time salaried employees, and nonunion hourly employees at participating locations are eligible to become Plan participants on the first day of employment or immediately upon reemployment, if previously an eligible employee. If the employee is part-time, such employee becomes eligible to participate in the Plan on the first payroll date on or after their first anniversary of employment or immediately upon reemployment, if previously an eligible employee.
The Plan includes an auto-enrollment provision whereby all newly eligible employees are automatically enrolled in the Plan 90 days following their dates of hire unless they affirmatively elect not to participate in the Plan. Automatically enrolled participants have their deferral rate set at 3% of eligible compensation and their contributions are invested in the T. Rowe Price Retirement Date Trusts that align with their projected year of retirement until changed by the participant.
Vesting Participant contributions and earnings thereon vest to the participant immediately. Company contributions and the earnings thereon vest 100% to the participant after three years of service.
Withdrawals Active employees may take a distribution of their vested Company matching contributions according to the provisions of the Plan. Company matching contributions must have been in the Plan for at least 24 months or the member must have a minimum five years participation to qualify for an in-service distribution. All other vested amounts (except those relating to participant pre-tax and conversion contributions and earnings thereon) may be withdrawn by the participant at any time subject to the maximum number of withdrawals available. For eligible contributions made to the Plan prior to July 1, 2010, participants can take up to four in-service withdrawals from their vested account balance in any plan year. For eligible contributions made to the Plan on and after July 1, 2010, participants can take one in-service withdrawal from their vested account balance during the calendar year. Employee pre-tax contributions and earnings thereon may not be withdrawn until the participant attains age 59-1/2, leaves the Company, or furnishes satisfactory proof of financial hardship. Rollover contributions are available for immediate withdrawal. Conversion contributions are not eligible for withdrawal. The minimum amount per non-hardship in-service withdrawal is $200. The Plan allows for payments from the Berkshire Fund to be distributed in shares of common stock, in accordance with the participants election.
For the period April 6, 2020 to December 31, 2020 a new distribution option was added to the Plan. The Coronavirus Aid, Relief, and Economic Security (CARES) Act distribution allowed Qualified Individuals to withdrawal up to $100,000 of Plan funds without a 10% early withdrawal penalty. CARES Act distributions were subject to regular income taxes, but such taxes may be spread over three years. The $100,000 limit was in aggregate across all of a Qualified Individuals retirement plans and amounts withdrawn from the Plan may be eligible for repayment. Qualified Individuals included those who were diagnosed with COVID-19; whose spouse or dependent was diagnosed with COVID-19, or experienced adverse financial consequences as a result of being quarantined, furloughed, laid off, hours reduced, or other factors as determined by the Secretary of Treasury during the COVID-19 pandemic. Qualification for a CARES Act distribution was self-certified by the individual requesting the distribution.
If a participants employment is terminated for reasons other than death, disability, or retirement, the participant forfeits any unvested Company contributions and applicable earnings. Participants with vested balances (excluding rollover contributions) greater than $5,000 can elect to defer distribution of their account until the minimum required distribution rules apply. All other participants are subject to a lump sum payout or rollover to Fidelity Individual Retirement account. If the participant dies before receiving a full distribution of their account,
- 6 -
the vested portion must be distributed to the designated beneficiary no later than December 31 of the calendar year containing the fifth anniversary of the participants death.
Notes Receivable from Participants The Plans loan provisions allow participants to borrow up to 50% of the value of their vested account balances; however, in no event within the previous 12-month period can the participants aggregate loan balance exceed $50,000. All loans are collateralized by the participants account balances and bear interest at 1% over the prime rate as of the last day of the month preceding the loan withdrawal. Interest rates on participant loans range from 4.25% to 10.50% and have maturity dates through 2046. Principal and interest are paid ratably through payroll deductions.
Effective April 24, 2020 Qualified Individuals who experienced financial challenges due to COVID-19 were eligible to defer 401(k) loan repayments until December 31, 2020. Qualified Individuals included those who were diagnosed with COVID-19; whose spouse or dependent was diagnosed with COVID-19, or experienced adverse financial consequences as a result of being quarantined, furloughed, laid off, hours reduced, or other factors as determined by the Secretary of Treasury during the COVID-19 pandemic. Qualification for a CARES Act loan repayment deferment was self-certified by the individual requesting the deferment. Loan payments for those who deferred were restarted in January 2021.
Forfeited Accounts Forfeitures serve to reduce future contributions from the Company. As of December 31, 2020 and 2019, the forfeitures account balances were $176,691 and $156,433, respectively. During 2020, employer contributions were reduced by $574,000 from forfeited nonvested accounts. If a participant is not rehired by the Company and does not make a withdrawal, the nonvested accounts will be forfeited after five years, or upon a total distribution if earlier. A participant who takes a total distribution and is subsequently rehired by the Company within five years has the option of repaying to the Plan, within five years of the reemployment date, cash in one lump-sum equal to the full amount received from the Plan at termination. If such repayment is made, the Company will restore to the participants account, the amounts previously forfeited.
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Accounting The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).
Use of Estimates The preparation of the financial statements in conformity with GAAP requires Plan management to make estimates and assumptions that affect the amounts reported in these financial statements, including disclosures of contingent liabilities. Actual results may differ from those estimates and assumptions.
Risks and Uncertainties The Plan provides various investment options to participants. Investment securities, in general, are exposed to various risks, such as interest rate risk, credit risk, and overall market volatility. Due to the level of risk associated with certain investment securities, it is 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 financial statements.
In addition, the COVID-19 outbreak, which was declared a pandemic by the World Health Organization on March 11, 2020, has negatively impacted the world economy. The impact of COVID-19 on investment fund and common stock share prices, and the overall economy as a whole continue to evolve and its future effects on the Plans net assets available for benefits and changes in net assets available for benefits are uncertain.
Investment Valuation of Master Trust Fund and Income Recognition Investments are stated at fair value. Fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Plans interest in the Master Trust is presented at fair value, which has been determined based on the fair value of the underlying investments of the Master Trust. The Master Trust invests in mutual funds, collective trust funds, and the Berkshire Fund. See Note 8 for a description of the fair value methodology by investment type.
- 7 -
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plans gains and losses on investments bought and sold as well as held during the year.
Notes Receivable from Participants Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are recorded as distributions based on the terms of the Plan document.
Administrative Expenses In general, as provided in the Plan document, all expenses incurred in connection with administering the Plan, including but not limited to legal, accounting, and consulting fees, will be paid by the Plan, at the discretion of the Benefits Committee, except to the extent such expenses are paid by the Company.
The Plan is permitted to require Participants to pay certain fees in connection with the operation of the Plan from individual Participant accounts. As a result, each Participants account is charged an annual fee to help cover the cost of Plan administration. The annual fees were $52 in 2020. The Plan also has a revenue-sharing agreement whereby certain investments return a portion of the investment fees to participants who hold investments in the funds generating the credits. For the year ended December 31, 2020 revenue credits of $136,338 were applied to individual participant accounts that invested in the funds generating the revenue credits. The Plan held undistributed revenue credits of $156,039 and $130,561, as of December 31, 2020 and 2019, respectively.
Payments of Benefits Benefit payments to participants are recorded upon distribution. There were no participants, who have elected to withdraw from the Plan, but have not yet been paid as of December 31, 2020 and 2019.
Transfers Along with the Plan, the Company sponsors a Johns Manville Hourly Employees 401(k) Plan (the Hourly Employees Plan) for hourly employees. If employees change their union status during the year, they may elect to transfer their account balance into the corresponding plan. For the year ended December 31, 2020 plan transfers reported in the statement of changes in net assets available for benefit to the Hourly Employees Plan were $127,084.
New Accounting Standards During 2020, the Plan adopted Accounting Standards Update (ASU) 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement. The ASU modifies the disclosure requirements for the fair value measurements in Topic 820, including the elimination, modification to, and addition of certain disclosures. This standard was adopted retrospectively and had no material impact on the Plans financial statements.
3. | INTEREST IN MASTER TRUST |
Certain of the Plans investment assets are held in a trust account at the Trustee and consist of an undivided interest in an investment account of the Johns Manville Corporation DC Master Trust (the Master Trust), a master trust established by the Company and administered by the Trustee. Use of the Master Trust permits the commingling of trust assets with the assets of the Hourly Employees Plan for investment and administrative purposes. Although assets of both plans are commingled in the Master Trust, the Trustee maintains supporting records for the purpose of allocating the net gain or loss of the investment account to the participating plans. The net investment income and administrative expenses are allocated by the Trustee to each participating plan based on the relationship of the interest of each plan to the total of the interests of the participating plans.
- 8 -
The assets of the Master Trust as of December 31, 2020 and 2019 are summarized as follows:
2020 | 2019 | |||||||||||||||||||
Investments: | Master Trust Balances |
Plans Interest in Master Trust Balances |
|
Master Trust Balances |
Plans Interest in Master Trust Balances |
|||||||||||||||
Mutual funds |
$430,019,609 | $361,514,226 | $402,845,661 | $335,455,072 | ||||||||||||||||
Collective trust funds |
399,486,882 | 303,581,739 | 332,366,833 | 248,644,520 | ||||||||||||||||
Berkshire fund |
26,838,251 | 24,025,150 | 30,844,855 | 27,704,671 | ||||||||||||||||
|
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|
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|
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|
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Total investments at fair value |
856,344,742 | 689,121,115 | 766,057,349 | 611,804,263 | ||||||||||||||||
Notes receivable from participants |
18,757,141 | 10,047,023 | 19,676,104 | 10,128,167 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total net assets |
$875,101,883 | $699,168,138 | $785,733,453 | $621,932,430 | ||||||||||||||||
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|
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|
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Plans interest in the Master Trust as a percentage of the total |
79.90% | 79.15% | ||||||||||||||||||
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|
|
Activity of the Master Trust for the year ended December 31, 2020 is summarized as follows:
2020 | ||||||||||||
ADDITIONS: |
||||||||||||
Contributions |
$ | 61,986,371 | ||||||||||
Dividends and interest mutual funds |
13,243,550 | |||||||||||
Net appreciation in fair value of investments |
116,403,552 | |||||||||||
Interest income on notes receivable from participants |
1,054,489 | |||||||||||
|
|
|||||||||||
Total additions |
192,687,962 | |||||||||||
|
|
|||||||||||
DEDUCTIONS: |
||||||||||||
Benefits paid to participants |
102,971,117 | |||||||||||
Administrative expenses, net of revenue sharing |
348,415 | |||||||||||
|
|
|||||||||||
Total deductions |
103,319,532 | |||||||||||
|
|
|||||||||||
INCREASE IN NET ASSETS |
89,368,430 | |||||||||||
TOTAL NET ASSETS AT THE BEGINNING OF THE YEAR |
785,733,453 | |||||||||||
|
|
|||||||||||
TOTAL NET ASSETS AT THE END OF THE YEAR |
$ | 875,101,883 | ||||||||||
|
|
- 9 -
4. | FEDERAL INCOME TAX STATUS |
The IRS has determined and informed the Company by a letter dated January 26, 2018 that the Plan and related trust were designed in accordance with the applicable regulations of the IRC requirements. The Plan had certain operational and administrative issues occur. To prevent the Plan from incurring a qualification defect, the Plans sponsor has taken the necessary corrective action in accordance with the acceptable correction methods of the Employee Plans Compliance Resolution System (EPCRS). The Plan Sponsor believes the Plan has maintained its tax-exempt status. Therefore, no provision for income taxes has been included in the Plans financial statements.
5. | PLAN TERMINATION |
Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event that the Plan is terminated by the Company, participant accounts would become fully vested. The assets of the Plan would be distributed to the participants based on their account balances. In addition, any previously forfeited amounts that had not been applied to reduce Company contributions would be credited ratably to the accounts of the participants remaining in the Plan at the time of such termination.
6. | EXEMPT PARTY-IN-INTEREST TRANSACTIONS |
Certain Plan investments are shares of mutual funds, a money market fund, and a common collective trust fund managed by Fidelity. Fidelity is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan for investment management services were included as a reduction of the return earned on each fund within the Master Trust.
As of December 31, 2020, and 2019, the Master Trust held 591,881 units and 697,185 units, respectively, of the Berkshire Fund with a cost basis of $15,436,583 and $17,308,258, respectively. The Berkshire Fund holds 111,206 and 130,886 shares of Berkshire Hathaway Class B common stock, related parent company of the sponsoring employer, with a cost basis of $11,359,092 and $12,688,966 as of December 31, 2020 and 2019, respectively. The Plan owns approximately 80% of the Berkshire Fund.
7. | NONEXEMPT PARTY-IN-INTEREST TRANSACTION |
The Company remitted participant contributions of $1,735 for Plan year 2020 to the Trustee later than required by Department of Labor (DOL) Regulation 2510.3-102. The excise tax on the transactions for the Plan year 2020 were de minimis and the Company is not required to file Form 5330 with the IRS. In addition, participant accounts were credited with the amount of investment income that would have been earned had the participant contributions been remitted on a timely basis.
8. | FAIR VALUE MEASUREMENTS |
ASC 820, Fair Value Measurements and Disclosures, established a single authoritative definition of fair value, set a framework for measuring fair value, and requires additional disclosures about fair value measurements. In accordance with ASC 820, the Master Trust classifies its investments into Level 1, which refers to securities valued using quoted prices from active markets for identical assets; Level 2, which refers to securities not traded on an active market but for which observable market inputs are readily available; and Level 3, which refers to securities valued based on significant unobservable inputs. Investments are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The following is a description of the valuation methodologies used for assets measured at fair value.
- 10 -
Berkshire Fund - The Berkshire Fund is a unitized stock fund and operates similar to a mutual fund, in that the fund is comprised of Berkshire Hathaway Class B stock and a small percentage of cash. The inclusion of cash provides liquid assets to allow for the daily processing of transfers, loans, and withdrawals. The individual assets of the stock fund are generally considered separately as individual investments for accounting, auditing and financial statement reporting purposes. The market value of the common stock portion of the Berkshire Fund is based on the closing market price of the Berkshire stock at quoted market prices times the number of shares held in the fund.
Collective trust funds Valued at the net asset value of units of a collective trust. The net asset value as provided by the trustee is used as a practical expedient to estimate fair value. The net asset value is based on the fair value of the underlying investments held by the fund less liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported net asset value. Participant transactions (purchases and sales) may occur daily. Were the Plan to initiate a full redemption of the collective trust, the investment advisor reserves the right to temporarily delay withdrawal from the Master Trust in order to ensure that securities liquidation will be carried out in an orderly business manner.
Mutual funds Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-ended mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
The following tables set forth by level within the fair value hierarchy a summary of the Master Trusts investments measured at fair value on a recurring basis as of December 31, 2020 and 2019.
Fair Value Measurements as of December 31, 2020, Using |
||||||||||||||||||||
Level 1 | Level 2 | Level 3 | NAV | Total |
||||||||||||||||
Berkshire Fund: |
||||||||||||||||||||
Common Stock |
$ 25,785,335 | $ - | $ - | $ - | $ 25,785,335 | |||||||||||||||
Money Market |
1,052,916 | - | - | - | 1,052,916 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Berkshire Fund |
26,838,251 | - | - | - | 26,838,251 | |||||||||||||||
Collective trust funds |
- | - | - | 399,486,882 | 399,486,882 | |||||||||||||||
Mutual funds |
430,019,609 | - | - | - | 430,019,609 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
$456,857,860 | $ - | $ - | $399,486,882 | $856,344,742 | |||||||||||||||
|
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Fair Value Measurements as of December 31, 2019, Using |
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Level 1 | Level 2 | Level 3 | NAV | Total |
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Berkshire Fund: |
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Common Stock |
$ 29,645,679 | $ - | $ - | $ - | $ 29,645,679 | |||||||||||||||
Money Market |
1,199,176 | - | - | - | 1,199,176 | |||||||||||||||
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Total Berkshire Fund |
30,844,855 | - | - | - | 30,844,855 | |||||||||||||||
Collective trust funds |
- | - | - | 332,366,833 | 332,366,833 | |||||||||||||||
Mutual funds |
402,845,661 | - | - | - | 402,845,661 | |||||||||||||||
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Total |
$433,690,516 | $ - | $ - | $332,366,833 | $766,057,349 | |||||||||||||||
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- 11 -
The valuation methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
There are no unfunded commitments, in addition, there are no other redemption restrictions related to the Master Trusts holding of the various Collective Trust Funds.
The following table for December 31, 2020 and 2019, sets forth a summary of the Master Trust investments with a reported net asset value (NAV).
Fair Value | Redemption Frequency |
Redemption Notice Period |
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2020 |
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Collective Trust Funds |
$399,486,882 | Immediate | None | |||||||||||
2019 |
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Collective Trust Funds |
$332,366,833 | Immediate | None |
******
- 12 -
SUPPLEMENTAL SCHEDULES
- 13 -
JOHNS MANVILLE EMPLOYEES 401(k) PLAN
EIN 84-0856796
Plan Number: 005
FORM 5500, SCHEDULE H, PART IV, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2020
(a) Identity of Issuer, Borrower, Lessor, or Similar Party |
(b) Description of Investment, Including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value |
(c) Cost |
(d) Current Value | |||
* Various plan participants |
Notes receivable from participants (maturing through 2046 at interest rates of 4.25%10.50%) |
** | $10,047,023 | |||
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* Exempt party-in-interest (Note 6).
** Cost information is not required for participant-directed investments and, therefore, is not included.
- 14 -
JOHNS MANVILLE EMPLOYEES 401(k) PLAN
EIN 84-0856796
Plan Number: 005
FORM 5500, SCHEDULE H, PART IV, QUESTION 4a SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS FOR THE YEAR ENDED DECEMBER 31, 2020
Total that Constitute Nonexempt Prohibited Transactions |
Total Fully |
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Participant Contributions Transferred Late to the Plan |
Contributions Not Corrected |
Contributions Corrected Outside VFCP |
Contributions Corrected thru VFCP |
Corrected and PTE 2002-51 |
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Check here if late participant loan contributions are included. | ||||||||||||||||||||||||||||||||
Certain participant contributions for employees were not timely funded as prescribed by D.O.L. Regulation 2510.3-102. The various 2020 participant contributions were deposited on various dates in 2020. | $- | $ | 1,735 | $- | $- | |||||||||||||||||||||||||||
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- 15 -