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Berkshire Hathaway

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FY2001 Annual Report · Berkshire Hathaway
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BERKSHIRE HATHAWAY INC.

2001 ANNUAL REPORT

TABLE OF CONTENTS

Business Activities....................................................

Inside Front Cover

Corporate Performance vs. the S&P 500 ................................................ 2

Chairman's Letter*.................................................................................. 3

Selected Financial Data For The

Past Five Years .................................................................................. 20

Acquisition Criteria ................................................................................ 21

Independent Auditors' Report ................................................................. 21

Consolidated Financial Statements ......................................................... 22

Management's Discussion....................................................................... 47

Chairman’s Memo to Managers

Following September 11th Terrorist Attack ........................................ 61

Owner's Manual ...................................................................................... 62

Shareholder-Designated Contributions................................................... 69

Common Stock Data............................................................................... 71

Subsidiary Listing................................................................................... 72

Directors and Officers of the Company .........................Inside Back Cover

*Copyright © 2002 By Warren E. Buffett

All Rights Reserved

Business Activities

Berkshire  Hathaway  Inc.  is  a  holding  company  owning  subsidiaries  engaged  in  a
number  of  diverse  business  activities.  The  most  important  of  these  is  the  property  and
casualty  insurance  business  conducted  on  both  a  direct  and  reinsurance  basis  through  a
number of subsidiaries. Included in this group of subsidiaries is GEICO Corporation, the
sixth largest auto insurer in the United States and General Re Corporation, one of the four
largest reinsurers in the world.

Investment portfolios of insurance subsidiaries include  meaningful  equity  ownership
percentages  of  other  publicly  traded  companies.    Investments  with  a  market  value  in
excess of $500 million at the end of 2001 include approximately 11% of the capital stock
of American Express Company, approximately 8% of the capital stock of The Coca-Cola
Company,  approximately  9%  of 
the  capital  stock  of  The  Gillette  Company,
approximately  9%  of  the  capital  stock  of  H&R  Block,  Inc.,  approximately  15%  of  the
capital  stock  of  Moody’s  Corporation,  approximately  18%  of  the  capital  stock  of  The
Washington  Post  Company  and  approximately  3%  of  the  capital  stock  of  Wells  Fargo
and  Company.    Much  information  about  these  publicly-owned  companies  is  available,
including information released from time to time by the companies themselves.

Numerous  business  activities  are  conducted  through  non-insurance  subsidiaries.
FlightSafety International provides training of aircraft and ship operators.  Executive Jet
provides fractional ownership programs for general aviation aircraft.  Nebraska Furniture
Mart, R.C. Willey Home Furnishings, Star Furniture, and Jordan’s Furniture are retailers
of home furnishings. Borsheim’s, Helzberg Diamond Shops and Ben Bridge Jeweler are
retailers  of  fine  jewelry.    Scott  Fetzer  is  a  diversified  manufacturer  and  distributor  of
commercial and industrial products, the principal products are sold under the Kirby and
Campbell Hausfeld brand names.

Also  included  in  the  non-insurance  subsidiaries  are  several  large  manufacturing
businesses  acquired  during  2000  and  2001.  Shaw  Industries  is  the  world’s  largest
manufacturer of tufted broadloom carpet. Benjamin Moore is a formulator, manufacturer
and  retailer  of  architectural  and  industrial  coatings.  Johns  Manville  is  a  leading
manufacturer  of  insulation  and  building  products.  Acme  Building  Brands  is  a
manufacturer  of  face  brick  and  concrete  masonry  products.    MiTek  Inc.  produces  steel
connector products and engineering software for the building components market.

In addition, Berkshire’s other non-insurance business activities include: Buffalo News,
a publisher of a daily and Sunday newspaper; See’s Candies, a manufacturer and seller of
boxed  chocolates  and  other  confectionery  products;  H.H.  Brown,  Lowell,  Dexter  and
Justin  Brands,  manufacturers  and  distributors  of  footwear  under  a  variety  of  brand
names; International Dairy Queen, which licenses and services a system of about 6,000
stores  that  offer  prepared  dairy  treats  and  food;  CORT,  a  provider  of  rental  furniture,
accessories  and  related  services  and  XTRA  Corporation,  a  leading  operating  lessor  of
transportation equipment.

Operating decisions for the various Berkshire businesses are made by managers of the
business  units.  Investment  decisions  and  all  other  capital  allocation  decisions  are  made
for Berkshire and its subsidiaries by Warren E. Buffett, in consultation with Charles T.
Munger. Mr. Buffett is Chairman and Mr. Munger is Vice Chairman of Berkshire's Board
of Directors.

************

Note: The following table appears in the printed Annual Report on the facing page of the
Chairman's Letter and is referred to in that letter.

Berkshire’s Corporate Performance vs. the S&P 500

       Annual Percentage Change       

Year
1965
1966
1967
1968
1969
1970
1971
1972
1973
1974
1975
1976
1977
1978
1979
1980
1981
1982
1983
1984
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001

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in Per-Share
Book Value of
Berkshire
           (1)           
23.8
20.3
11.0
19.0
16.2
12.0
16.4
21.7
4.7
5.5
21.9
59.3
31.9
24.0
35.7
19.3
31.4
40.0
32.3
13.6
48.2
26.1
19.5
20.1
44.4
7.4
39.6
20.3
14.3
13.9
43.1
31.8
34.1
48.3
.5
6.5
(6.2)

in S&P 500
with Dividends
Included
           (2)           
10.0
(11.7)
30.9
11.0
(8.4)
3.9
14.6
18.9
(14.8)
(26.4)
37.2
23.6
(7.4)
6.4
18.2
32.3
(5.0)
21.4
22.4
6.1
31.6
18.6
5.1
16.6
31.7
(3.1)
30.5
7.6
10.1
1.3
37.6
23.0
33.4
28.6
21.0
(9.1)
(11.9)

Relative
Results
   (1)-(2)  
13.8
32.0
(19.9)
8.0
24.6
8.1
1.8
2.8
19.5
31.9
(15.3)
35.7
39.3
17.6
17.5
(13.0)
36.4
18.6
9.9
7.5
16.6
7.5
14.4
3.5
12.7
10.5
9.1
12.7
4.2
12.6
5.5
8.8
.7
19.7
(20.5)
15.6
5.7

Average Annual Gain – 1965-2001
Overall Gain – 1964-2001

22.6%
194,936%

11.0%
4,742%

11.6%
190,194%

Notes: Data are for calendar years with these exceptions:  1965 and 1966, year ended 9/30; 1967, 15 months ended 12/31.

Starting  in  1979,  accounting  rules  required  insurance  companies  to  value  the  equity  securities  they  hold  at  market
rather  than  at  the  lower  of  cost  or  market,  which  was  previously  the  requirement.    In  this  table,  Berkshire's  results
through 1978 have been restated to conform to the changed rules.  In all other respects, the results are calculated using
the numbers originally reported.

The S&P 500 numbers are pre-tax whereas the Berkshire numbers are after-tax.  If a corporation such as Berkshire
were simply to have owned the S&P 500 and accrued the appropriate taxes, its results would have lagged the S&P 500
in years when that index showed a positive return, but would have exceeded the S&P in years when the index showed a
negative return.  Over the years, the tax costs would have caused the aggregate lag to be substantial.

2

BERKSHIRE HATHAWAY INC.

To the Shareholders of Berkshire Hathaway Inc.:

Berkshire(cid:146)s loss in net worth during 2001 was $3.77 billion, which decreased the per-share book value of
both our Class A and Class B stock by 6.2%.  Over the last 37 years (that is, since present management took over)
per-share book value has grown from $19 to $37,920, a rate of 22.6% compounded annually.∗

Per-share intrinsic grew somewhat faster than book value during these 37 years, and in 2001 it probably
decreased  a  bit  less.    We  explain  intrinsic  value  in  our  Owner(cid:146)s  Manual,  which  begins  on  page  62.    I  urge  new
shareholders to read this manual to become familiar with Berkshire(cid:146)s key economic principles.

Two  years  ago,  reporting  on  1999,  I  said  that  we  had  experienced  both  the  worst  absolute  and  relative
performance in our history.  I added that (cid:147)relative results are what concern us,(cid:148) a viewpoint I(cid:146)ve had since forming
my first investment partnership on May 5, 1956.  Meeting with my seven founding limited partners that evening, I
gave  them  a  short  paper  titled  (cid:147)The  Ground  Rules(cid:148)  that included  this  sentence:  (cid:147)Whether  we  do  a  good  job  or  a
poor job is to be measured against the general experience in securities.(cid:148)  We initially used the Dow Jones Industrials
as our benchmark, but shifted to the S&P 500 when that index became widely used.  Our comparative record since
1965 is chronicled on the facing page; last year Berkshire(cid:146)s advantage was 5.7 percentage points.

Some people disagree with our focus on relative figures, arguing that (cid:147)you can(cid:146)t eat relative performance.(cid:148)
But  if  you  expect  (cid:150)  as  Charlie  Munger,  Berkshire(cid:146)s  Vice  Chairman,  and  I  do  (cid:150)  that  owning  the  S&P  500  will
produce reasonably satisfactory results over time, it follows that, for long-term investors, gaining small advantages
annually over that index must prove rewarding.  Just as you can eat well throughout the year if you own a profitable,
but highly seasonal, business such as See(cid:146)s (which loses considerable money during the summer months) so, too,
can you regularly feast on investment returns that beat the averages, however variable the absolute numbers may be.

Though our corporate performance last year was satisfactory, my performance was anything but.  I manage
most of Berkshire(cid:146)s equity portfolio, and my results were poor, just as they have been for several years.  Of even
more  importance,  I  allowed  General  Re  to  take  on  business  without  a  safeguard  I  knew  was  important,  and  on
September 11th, this error caught up with us.  I(cid:146)ll tell you more about my mistake later and what we are doing to
correct it.

Another of my 1956 Ground Rules remains applicable: (cid:147)I cannot promise results to partners.(cid:148)  But Charlie
and I can promise that your economic result from Berkshire will parallel ours during the period of your ownership:
We will not take cash compensation, restricted stock or option grants that would make our results superior to yours.

Additionally, I will keep well over 99% of my net worth in Berkshire.  My wife and I have never sold a
share nor do we intend to.  Charlie and I are disgusted by the situation, so common in the last few years, in which
shareholders have suffered billions in losses while the CEOs, promoters, and other higher-ups who fathered these
disasters have walked away with extraordinary wealth.  Indeed, many of these people were urging investors to buy
shares while concurrently dumping their own, sometimes using methods that hid their actions. To their shame, these
business leaders view shareholders as patsies, not partners.

Though  Enron  has  become  the  symbol  for  shareholder  abuse,  there  is  no  shortage  of  egregious  conduct
elsewhere in corporate America.  One story I(cid:146)ve heard illustrates the all-too-common attitude of managers toward

∗All figures used in this report apply to Berkshire’s A shares, the successor to the only stock that the
company had outstanding before 1996.  The B shares have an ec onomic interest equal to 1/30th that of the A.

3

                                                          
owners: A gorgeous woman slinks up to a CEO at a party and through moist lips purrs, (cid:147)I(cid:146)ll do anything (cid:150) anything
(cid:150) you want.  Just tell me what you would like.(cid:148)  With no hesitation, he replies, (cid:147)Reprice my options.(cid:148)

One final thought about Berkshire: In the future we won(cid:146)t come close to replicating our past record.  To be
sure, Charlie and I will strive for above-average performance and will not be satisfied with less.  But two conditions
at Berkshire are far different from what they once were: Then, we could often buy businesses and securities at much
lower valuations than now prevail; and more important, we were then working with far less money than  we  now
have.  Some years back, a good $10 million idea could do wonders for us (witness our investment in Washington
Post in 1973 or GEICO in 1976).  Today, the combination of ten such ideas and a triple in the value of each would
increase the net worth of Berkshire by only … of 1%.  We need (cid:147)elephants(cid:148) to make significant gains now (cid:150) and
they are hard to find.

On the positive side, we have as fine an array of operating managers as exists at any company.  (You can
read about many of them in a new book by Robert P. Miles: The Warren Buffett CEO.) In large part, moreover, they
are running businesses with economic characteristics ranging from good to superb.  The ability, energy and loyalty
of these managers is simply extraordinary.  We now have completed 37 Berkshire years without having a CEO of
an operating business elect to leave us to work elsewhere.

Our star-studded group  grew  in  2001.    First,  we  completed  the  purchases  of  two  businesses  that  we  had
agreed  to  buy  in  2000  (cid:150)  Shaw  and  Johns  Manville.    Then  we  acquired  two  others,  MiTek  and  XTRA,  and
contracted to buy two more: Larson-Juhl, an acquisition that has just closed, and Fruit of the Loom, which will close
shortly if creditors approve our offer.  All of these businesses are led by smart, seasoned and trustworthy CEOs.

Additionally, all of our purchases last year were for cash, which means our shareholders became owners of
these additional businesses without relinquishing any interest in the fine companies they already owned.  We will
continue to follow our familiar formula, striving to increase the value of the excellent businesses we have, adding
new businesses of similar quality, and issuing shares only grudgingly.

Acquisitions of 2001

A few days before last year(cid:146)s annual meeting,  I  received  a  heavy  package  from  St.  Louis,  containing  an
unprepossessing chunk of metal whose function I couldn(cid:146)t imagine. There was a letter in the package, though, from
Gene Toombs, CEO of a company called MiTek.  He explained that MiTek is the world(cid:146)s leading producer of this
thing I(cid:146)d received, a (cid:147)connector plate,(cid:148) which is used in making roofing trusses.  Gene also said that the U.K. parent
of MiTek wished to sell the company and that Berkshire seemed to him the ideal buyer.  Liking the sound of his
letter, I gave Gene a call.  It took me only a minute to realize that he was our kind of manager and MiTek our kind
of business.  We made a cash offer to the U.K. owner and before long had a deal.

Gene(cid:146)s managerial crew is exceptionally enthusiastic about the company and wanted to participate in the
purchase.    Therefore,  we  arranged  for  55  members  of  the  MiTek  team  to  buy  10%  of  the  company,  with  each
putting up a minimum of $100,000 in cash.  Many borrowed money so they could participate.

As they would not be if they had options, all of these managers are true owners.  They face the downside of
decisions as well as the upside.  They incur a cost of capital.  And they can(cid:146)t (cid:147)reprice(cid:148) their stakes: What they paid
is what they live with.

Charlie and I love the high-grade, truly entrepreneurial attitude that exists at MiTek, and we predict it will

be a winner for all involved.

* * * * * * * * * * * *

In early 2000, my friend, Julian Robertson, announced that he would terminate his investment partnership,
Tiger  Fund,  and  that  he  would  liquidate  it  entirely  except  for  four  large  holdings.    One  of  these  was  XTRA,  a
leading lessor of truck trailers.  I then called Julian, asking whether he might consider selling his XTRA block or
whether,  for  that  matter,  the  company(cid:146)s  management  might  entertain  an  offer  for  the  entire  company.    Julian
referred me to Lew Rubin, XTRA(cid:146)s CEO.  He and I had a nice conversation, but it was apparent that no deal was to
be done.

Then  in  June  2001,  Julian  called  to  say  that  he  had  decided  to  sell  his  XTRA  shares,  and  I  resumed
conversations with Lew.  The XTRA board accepted a proposal we made, which was to be effectuated through a
tender offer expiring on September 11th.  The tender conditions included the usual (cid:147)out,(cid:148) allowing us to withdraw if

4

the  stock  market  were  to  close  before  the  offer(cid:146)s  expiration.    Throughout  much  of  the  11th,  Lew  went  through  a
particularly wrenching experience: First, he had a son-in-law working in the World Trade Center who couldn(cid:146)t be
located;  and  second,  he  knew  we  had  the  option  of  backing  away  from  our  purchase.    The  story  ended  happily:
Lew(cid:146)s son-in-law escaped serious harm, and Berkshire completed the transaction.

Trailer leasing is a cyclical business but one in which we should earn decent returns over time.  Lew brings

a new talent to Berkshire, and we hope to expand in leasing.

* * * * * * * * * * * *

On December 3rd, I received a call from Craig Ponzio, owner of Larson-Juhl, the U.S. leader in custom-
made picture frames.  Craig had bought the company in 1981 (after first working at its manufacturing plant while
attending college) and thereafter increased its sales from $3 million to $300 million.  Though I had never heard of
Larson-Juhl  before  Craig(cid:146)s  call,  a  few  minutes  talk  with  him  made  me  think  we  would  strike  a  deal.    He  was
straightforward in describing the business, cared about who bought it, and was realistic as to price.  Two days later,
Craig and Steve McKenzie, his CEO, came to Omaha and in ninety minutes we reached an agreement.  In ten days
we had signed a contract.

Larson-Juhl serves about 18,000 framing shops in the U.S. and is also the industry leader in Canada and

much of Europe.  We expect to see opportunities for making complementary acquisitions in the future.

* * * * * * * * * * *

As I write this letter, creditors are considering an offer we have made for Fruit of the Loom.  The company
entered bankruptcy a few years back, a victim both of too much debt and poor management.  And, a good many
years before that, I had some Fruit of the Loom experience of my own.

In August 1955, I was one of five employees, including two secretaries, working for the three managers of
Graham-Newman  Corporation,  a  New  York  investment  company.    Graham-Newman  controlled  Philadelphia  and
Reading  Coal  and  Iron  ((cid:147)P&R(cid:148)),  an  anthracite  producer  that  had  excess  cash,  a  tax  loss  carryforward,  and  a
declining  business.    At  the  time,  I  had  a  significant  portion  of  my  limited  net  worth  invested  in  P&R  shares,
reflecting my faith in the business talents of my bosses, Ben Graham, Jerry Newman and Howard (Micky) Newman.

This faith was rewarded when P&R purchased the Union Underwear Company from Jack Goldfarb for $15
million.    Union  (though  it  was  then  only  a  licensee  of  the  name)  produced  Fruit  of  the  Loom  underwear.    The
company possessed $5 million in cash (cid:150) $2.5 million of which P&R used for the purchase (cid:150) and was earning about
$3 million pre-tax, earnings that could be sheltered by the tax position of P&R.  And, oh yes: Fully $9 million of the
remaining $12.5 million due was satisfied by non-interest-bearing notes, payable from 50% of any earnings Union
had in excess of $1 million.  (Those were the days; I get goosebumps just thinking about such deals.)

Subsequently, Union bought the licensor of the Fruit of the Loom name and, along with P&R, was merged

into Northwest Industries.  Fruit went on to achieve annual pre-tax earnings exceeding $200 million.

John Holland was responsible for Fruit(cid:146)s operations in its most bountiful years.  In 1996, however, John
retired,  and  management  loaded  the  company  with  debt,  in  part  to  make  a  series  of  acquisitions  that  proved
disappointing.  Bankruptcy followed.  John was  then  rehired,  and  he  undertook  a  major  reworking  of  operations.
Before  John(cid:146)s  return,  deliveries  were  chaotic,  costs  soared  and  relations  with  key  customers  deteriorated.    While
correcting  these  problems,  John  also  reduced  employment  from  a  bloated  40,000  to  23,000.    In  short,  he(cid:146)s  been
restoring the old Fruit of the Loom, albeit in a much more competitive environment.

Stepping  into  Fruit(cid:146)s  bankruptcy  proceedings,  we  made  a  proposal  to  creditors  to  which  we  attached  no
financing conditions, even though our offer had to remain outstanding for many months.  We did, however, insist on
a very unusual proviso: John had to be available to continue serving as CEO after we took over.  To us, John and
the brand are Fruit(cid:146)s key assets.

I was helped in this transaction by my friend and former boss, Micky Newman, now 81.  What goes around

truly does come around.

* * * * * * * * * * * *

5

Our operating companies made several (cid:147)bolt-on(cid:148) acquisitions during the year, and I can(cid:146)t resist telling you
about one.  In December, Frank Rooney called to tell me H.H. Brown was buying the inventory and trademarks of
Acme Boot for $700,000.

That sounds like small potatoes.  But (cid:150) would you believe it? (cid:150) Acme was the second purchase of P&R, an
acquisition that took place just before I left Graham-Newman in the spring of 1956.  The price was $3.2 million,
part of it again paid with non-interest bearing notes, for a business with sales of $7 million.

After  P&R  merged  with  Northwest,  Acme  grew  to  be  the  world(cid:146)s  largest  bootmaker,  delivering  annual
profits  many  multiples  of  what  the  company  had  cost  P&R.    But  the  business  eventually  hit  the  skids  and  never
recovered, and that resulted in our purchasing Acme(cid:146)s remnants.

In  the  frontispiece  to  Security  Analysis,  Ben  Graham  and  Dave  Dodd  quoted  Horace:  (cid:147)Many  shall  be
restored that now are fallen and many shall fall that are now in honor.(cid:148)  Fifty-two years after I first read those lines,
my appreciation for what they say about business and investments continues to grow.

* * * * * * * * * * * *

In  addition  to  bolt-on  acquisitions,  our  managers  continually  look  for  ways  to  grow  internally.    In  that
regard,  here(cid:146)s  a  postscript  to  a  story  I  told  you  two  years  ago  about  R.C.  Willey(cid:146)s  move  to  Boise.    As  you  may
remember,  Bill  Child,  R.C.  Willey(cid:146)s  chairman,  wanted  to  extend  his  home-furnishings  operation  beyond  Utah,  a
state in which his company does more than $300 million of business (up, it should be noted, from $250,000 when
Bill took over 48 years ago).  The company achieved this dominant position, moreover, with a (cid:147)closed on Sunday(cid:148)
policy that defied conventional retailing wisdom.  I was skeptical that this policy could succeed in Boise or, for that
matter, anyplace outside of Utah.  After all, Sunday is the day many consumers most like to shop.

Bill then insisted on something extraordinary: He would invest $11 million of his own money to build the
Boise store and would sell it to Berkshire at cost (without interest!) if the venture succeeded.  If it failed, Bill would
keep  the  store  and  eat  the  loss  on  its  disposal.    As  I  told  you  in  the  1999  annual  report,  the  store  immediately
became a huge success ― and it has since grown.

Shortly after the Boise opening, Bill suggested we try Las Vegas, and this time I was even more skeptical.
How could we do business in a metropolis of that size and be closed on Sundays, a day that all of our competitors
would  be  exploiting?    Buoyed  by  the  Boise  experience,  however,  we  proceeded  to  locate  in  Henderson,  a
mushrooming city adjacent to Las Vegas.

The  result:  This  store  outsells  all  others  in  the  R.C.  Willey  chain,  doing  a  volume  of  business  that  far
exceeds the volume of any competitor and that is twice what I had anticipated.  I cut the ribbon at the grand opening
in October (cid:150) this was after a (cid:147)soft(cid:148) opening and a few weeks of exceptional sales (cid:150) and, just as I did at Boise, I
suggested to the crowd that the new store was my idea.

It  didn(cid:146)t  work.    Today,  when  I  pontificate  about  retailing,  Berkshire  people  just  say,  (cid:147)What  does  Bill

think?(cid:148)  (I(cid:146)m going to draw the line, however, if he suggests that we also close on Saturdays.)

The Economics of Property/Casualty Insurance

Our  main  business  (cid:151)  though  we  have  others  of  great  importance  (cid:151)  is  insurance.    To  understand
Berkshire,  therefore,  it  is  necessary  that  you  understand  how  to  evaluate  an  insurance  company.    The  key
determinants  are:  (1)  the  amount  of  float  that  the  business  generates;  (2)  its  cost;  and  (3)  most  critical  of  all,  the
long-term outlook for both of these factors.

To  begin  with,  float  is  money  we  hold  but  don’t  own.    In  an  insurance  operation,  float  arises  because
premiums  are  received  before  losses  are  paid,  an  interval  that  sometimes  extends  over  many  years.    During  that
time, the insurer invests the money.  This pleasant activity typically carries with it a downside: The premiums that
an insurer takes in usually do not cover the losses and expenses it eventually must pay.  That leaves it running an
"underwriting loss," which is the cost of float.  An insurance business has value if its cost of float over time is less
than the cost the company would otherwise incur to obtain funds.  But the business is a lemon if its cost of float is
higher than market rates for money.

6

Historically, Berkshire has obtained its float at a very low cost.  Indeed, our cost has been less than zero in
about half of the years in which we(cid:146)ve operated; that is, we(cid:146)ve actually been paid for holding other people(cid:146)s money.
Over the last few years, however, our cost has been too high, and in 2001 it was terrible.

The  table  that  follows  shows  (at  intervals)  the  float  generated  by  the  various  segments  of  Berkshire(cid:146)s
insurance  operations  since  we  entered  the  business  35  years  ago  upon  acquiring  National  Indemnity  Company
(whose traditional lines are included in the segment (cid:147)Other Primary(cid:148)).  For the table we have calculated our float (cid:151)
which we generate in large amounts relative to our premium volume (cid:151) by adding net loss reserves, loss adjustment
reserves,  funds  held  under  reinsurance  assumed  and  unearned  premium  reserves,  and  then  subtracting  insurance-
related receivables, prepaid acquisition costs, prepaid taxes and deferred charges applicable to assumed reinsurance.
(Got that?)

Yearend Float (in $ millions)

Year
1967
1977
1987
1997
1998
1999
2000
2001

GEICO

General Re

Other
Reinsurance

2,917
3,125
3,444
3,943
4,251

14,909
15,166
15,525
19,310

40
701
4,014
4,305
6,285
7,805
11,262

Other
Primary
20
131
807
455
415
403
598
685

Total
20
171
1,508
7,386
22,754
25,298
27,871
35,508

Last year I told you that, barring a mega-catastrophe, our cost of float would probably drop from its 2000
level of 6%.  I had in mind natural catastrophes when I said that, but instead we were hit by a man-made catastrophe
on September 11th (cid:150) an event that delivered the insurance industry its largest loss in history.  Our float cost therefore
came  in  at  a  staggering  12.8%.    It  was  our  worst  year  in  float  cost  since  1984,  and  a  result  that  to  a  significant
degree, as I will explain in the next section, we brought upon ourselves.

If no mega-catastrophe occurs, I (cid:150) once again (cid:150) expect the cost of our float to be low in the coming year.
We will indeed need a low cost, as will all insurers.  Some years back, float costing, say, 4% was tolerable because
government bonds yielded twice as much, and stocks prospectively offered still loftier returns.  Today, fat returns
are  nowhere  to  be  found  (at  least  we  can(cid:146)t  find  them)  and  short-term  funds  earn  less  than  2%.    Under  these
conditions,  each  of  our  insurance  operations,  save  one,  must  deliver  an  underwriting  profit  if  it  is  to  be  judged  a
good business.  The exception is our retroactive reinsurance operation (a business we explained in last year(cid:146)s annual
report), which has desirable economics even though it currently hits us with an annual underwriting loss of about
$425 million.

Principles of Insurance Underwriting

When  property/casualty  companies  are  judged  by  their  cost  of  float,  very  few  stack  up  as  satisfactory
businesses.    And  interestingly  (cid:150)  unlike  the  situation  prevailing  in  many  other  industries  (cid:150)  neither  size  nor  brand
name  determines  an  insurer(cid:146)s  profitability.    Indeed,  many  of  the  biggest  and  best-known  companies  regularly
deliver  mediocre  results.    What  counts  in  this  business  is  underwriting  discipline.    The  winners  are  those  that
unfailingly stick to three key principles:

1. 

2. 

They accept only those risks that they are able to properly evaluate (staying within their circle of
competence)  and  that,  after  they  have  evaluated  all  relevant  factors  including  remote  loss
scenarios, carry the expectancy of profit.  These insurers ignore market-share considerations and
are  sanguine  about  losing  business  to  competitors  that  are  offering  foolish  prices  or  policy
conditions.

They limit the business they accept in a manner that guarantees they will suffer no aggregation of
losses  from  a  single  event  or  from  related  events  that  will  threaten  their  solvency.    They
ceaselessly search for possible correlation among seemingly-unrelated risks.

7

3. 

They avoid business involving moral risk: No matter what the rate, trying to write good contracts
with bad people doesn’t work.  While most policyholders and clients are honorable and ethical,
doing business with the few exceptions is usually expensive, sometimes extraordinarily so.

The events of September 11th made it clear that our implementation of rules 1 and 2 at General Re had been
dangerously weak.  In setting prices and also in evaluating aggregation risk, we had either overlooked or dismissed
the possibility of large-scale terrorism losses.  That was a relevant underwriting factor, and we ignored it.

In pricing property coverages, for example, we had looked to the past and taken into account only costs we
might expect to incur from windstorm, fire, explosion and earthquake.  But what will be the largest insured property
loss in history (after adding related business-interruption claims) originated from none of these forces.  In short, all
of  us  in  the  industry  made  a  fundamental  underwriting  mistake  by  focusing  on  experience,  rather  than  exposure,
thereby assuming a huge terrorism risk for which we received no premium.

Experience, of course, is a highly useful starting point in underwriting most coverages.  For example, it(cid:146)s
important for insurers writing California earthquake policies to know how many quakes in the state during the past
century have registered 6.0 or greater on the Richter scale.  This information will not tell you the exact probability
of a big quake next year, or where in the state it might happen.  But the statistic has utility, particularly if you are
writing a huge statewide policy, as National Indemnity has done in recent years.

At  certain  times,  however,  using  experience  as  a  guide  to  pricing  is  not  only  useless,  but  actually
dangerous.  Late in a bull market, for example, large losses from directors and officers liability insurance ((cid:147)D&O(cid:148))
are likely to be relatively rare.  When stocks are rising, there are a scarcity of targets to sue, and both questionable
accounting and management chicanery often go undetected.  At that juncture, experience on high-limit D&O may
look great.

But  that(cid:146)s  just  when  exposure  is  likely  to  be  exploding,  by  way  of  ridiculous  public  offerings,  earnings
manipulation,  chain-letter-like  stock  promotions  and  a  potpourri  of  other  unsavory  activities.    When  stocks  fall,
these  sins  surface,  hammering  investors  with  losses  that  can  run  into  the  hundreds  of  billions.    Juries  deciding
whether those losses should be borne by small investors or big insurance companies can be expected to hit insurers
with verdicts that bear little relation to those delivered in bull-market days.  Even one jumbo judgment, moreover,
can cause settlement costs in later cases to mushroom.  Consequently, the correct rate for D&O (cid:147)excess(cid:148) (meaning
the insurer or reinsurer will pay losses above a high threshold) might well, if based on exposure, be five or more
times the premium dictated by experience.

Insurers  have  always  found  it  costly  to  ignore  new  exposures.    Doing  that  in  the  case  of  terrorism,
however,  could  literally  bankrupt  the  industry.    No  one  knows  the  probability  of  a  nuclear  detonation  in  a  major
metropolis  this  year  (or  even  multiple  detonations,  given  that  a  terrorist  organization  able  to  construct  one  bomb
might  not  stop  there).    Nor  can  anyone,  with  assurance,  assess  the  probability  in  this  year,  or  another,  of  deadly
biological  or  chemical  agents  being  introduced  simultaneously  (say,  through  ventilation  systems)  into  multiple
office buildings and manufacturing plants.  An attack like that would produce astronomical workers(cid:146) compensation
claims.

Here(cid:146)s what we do know:

(a) 

(b) 

(c) 

(d) 

The probability of such mind-boggling disasters, though likely very low at present, is not zero.

The  probabilities  are  increasing,  in  an  irregular  and  immeasurable  manner,  as  knowledge  and
materials become available to those who wish us ill.  Fear may recede with time, but the danger
won(cid:146)t (cid:150) the war against  terrorism  can  never  be  won.    The  best  the  nation  can  achieve  is  a  long
succession of stalemates.  There can be no checkmate against hydra-headed foes.

Until  now,  insurers  and  reinsurers  have  blithely  assumed  the  financial  consequences  from  the
incalculable risks I have described.

Under a  (cid:147)close-to-worst-case(cid:148)  scenario,  which  could  conceivably  involve  $1  trillion  of  damage,
the insurance industry would be destroyed unless it manages in some manner to dramatically limit
its assumption of terrorism risks.  Only the U.S. Government has the resources to absorb such a
blow.  If it is unwilling to do so on a prospective basis, the general citizenry must bear its own
risks and count on the Government to come to its rescue after a disaster occurs.

8

Why, you might ask, didn(cid:146)t I recognize the above facts before September 11th?  The answer, sadly, is that I
did (cid:150) but I didn(cid:146)t convert thought into action.  I violated the Noah rule: Predicting rain doesn(cid:146)t count; building arks
does.  I consequently let Berkshire operate with a dangerous level of risk (cid:150) at General Re in particular.  I(cid:146)m sorry to
say that much risk for which we haven(cid:146)t been compensated remains on our books, but it is running off by the day.

At Berkshire, it should be noted, we have for some years been willing to assume more risk than any other
insurer has knowingly taken on.  That(cid:146)s still the case.  We are perfectly willing to lose $2 billion to $2‰ billion in a
single event (as we did on September 11th) if we have been paid properly for assuming the risk that caused the loss
(which on that occasion we weren(cid:146)t).

Indeed, we have a major competitive advantage because of our tolerance for huge losses.  Berkshire has
massive  liquid  resources,  substantial  non-insurance  earnings,  a  favorable  tax  position  and  a  knowledgeable
shareholder  constituency  willing  to  accept  volatility  in  earnings.    This  unique  combination  enables  us  to  assume
risks that far exceed the appetite of even our largest competitors.  Over time, insuring these jumbo risks should be
profitable, though periodically they will bring on a terrible year.

The bottom-line today is that we will write some coverage for terrorist-related losses, including a few non-
correlated policies with very large limits.  But we will not knowingly expose Berkshire to losses beyond what we
can comfortably handle.  We will control our total exposure, no matter what the competition does.

Insurance Operations in 2001

Over the years, our insurance business has provided ever-growing, low-cost funds that have fueled much
of Berkshire(cid:146)s growth.  Charlie and I believe this will continue to be the case.  But we stumbled in a big way in
2001, largely because of underwriting losses at General Re.

In the past I have assured you that General Re was underwriting with discipline (cid:150) and I have been proven
wrong.  Though its managers(cid:146) intentions were good, the company broke each of the three underwriting rules I set
forth in the last section and has paid a huge price for doing so.  One obvious cause for its failure is that it did not
reserve correctly (cid:150) more about this in the next section (cid:150) and therefore severely miscalculated the cost of the product
it was selling.  Not knowing your costs will cause problems in any business.  In long-tail reinsurance, where years
of unawareness will promote and prolong severe underpricing, ignorance of true costs is dynamite.

Additionally,  General  Re  was  overly-competitive  in  going  after,  and  retaining,  business.    While  all
concerned may intend to underwrite with care, it is nonetheless difficult for able, hard-driving professionals to curb
their  urge  to  prevail  over  competitors.    If  (cid:147)winning,(cid:148)  however,  is  equated  with  market  share  rather  than  profits,
trouble awaits.  (cid:147)No(cid:148) must be an important part of any underwriter(cid:146)s vocabulary.

At  the  risk  of  sounding  Pollyannaish,  I  now  assure  you  that  underwriting  discipline  is  being  restored  at
General Re (and its  Cologne  Re  subsidiary)  with  appropriate  urgency.    Joe  Brandon  was  appointed  General  Re(cid:146)s
CEO  in  September  and,  along  with  Tad  Montross,  its  new  president,  is  committed  to  producing  underwriting
profits.    Last  fall,  Charlie  and  I  read  Jack  Welch(cid:146)s  terrific  book,  Jack,  Straight  from  the  Gut  (get  a  copy!).    In
discussing it, we agreed that Joe has many of Jack(cid:146)s characteristics: He is smart, energetic, hands-on, and expects
much of both himself and his organization.

When  it  was  an  independent  company,  General  Re  often  shone,  and  now  it  also  has  the  considerable
strengths  Berkshire  brings  to  the  table.    With  that  added  advantage  and  with  underwriting  discipline  restored,
General Re should be a huge asset for Berkshire.  I predict that Joe and Tad will make it so.

* * * * * * * * * * * *

At the National Indemnity reinsurance operation, Ajit Jain continues to add enormous value to Berkshire.
Working  with  only  18  associates,  Ajit  manages  one  of  the  world(cid:146)s  largest  reinsurance  operations  measured  by
assets, and the largest, based upon the size of individual risks assumed.

I have known the details of almost every policy that Ajit has written since he came with us in 1986, and
never  on  even  a  single  occasion  have  I  seen  him  break  any  of  our  three  underwriting  rules.    His  extraordinary
discipline, of course, does not eliminate losses; it does, however, prevent foolish losses.  And that(cid:146)s the key: Just as
is the case in investing, insurers produce outstanding long-term results primarily by avoiding dumb decisions, rather
than by making brilliant ones.

9

Since September 11th, Ajit has been particularly busy.  Among the policies we have written and retained
entirely for our own account are (1) $578 million of property coverage for a South American refinery once a loss
there exceeds $1 billion; (2) $1 billion of non-cancelable third-party liability coverage for losses arising from acts of
terrorism  at  several  large  international  airlines;  (3)  £500  million  of  property  coverage  on  a  large  North  Sea  oil
platform,  covering  losses  from  terrorism  and  sabotage,  above  £600  million  that  the  insured  retained  or  reinsured
elsewhere;  and  (4)  significant  coverage  on  the  Sears  Tower,  including  losses  caused  by  terrorism,  above  a  $500
million threshold.  We have written many other jumbo risks as well, such as protection for the World Cup Soccer
Tournament and the 2002 Winter Olympics.  In all cases, however, we have attempted to avoid writing groups of
policies from which losses might seriously aggregate.  We will not, for example, write coverages on a large number
of office and apartment towers in a single metropolis without excluding losses from both a nuclear explosion and
the fires that would follow it.

No one can match the speed with which Ajit can offer huge policies.  After September 11th, his quickness
to respond, always important, has become a major competitive advantage.  So, too, has our unsurpassed financial
strength.  Some reinsurers (cid:150) particularly those who, in turn, are accustomed to laying off much of their business on a
second  layer  of  reinsurers  known  as  retrocessionaires  (cid:150)  are  in  a  weakened  condition  and  would  have  difficulty
surviving a second mega-cat.  When a daisy chain of retrocessionaires exists, a single weak link can pose trouble for
all.    In  assessing  the  soundness  of  their  reinsurance  protection,  insurers  must  therefore  apply  a  stress  test  to  all
participants  in  the  chain,  and  must  contemplate  a  catastrophe  loss  occurring  during  a  very  unfavorable  economic
environment.  After all, you only find out who is swimming naked when the tide goes out.  At Berkshire, we retain
our risks and depend on no one.  And whatever the world(cid:146)s problems, our checks will clear.

Ajit(cid:146)s  business  will  ebb  and  flow  (cid:150)  but  his  underwriting  principles  won(cid:146)t  waver.    It(cid:146)s  impossible  to

overstate his value to Berkshire.

* * * * * * * * * * * *

GEICO, by far our largest primary insurer, made major progress in 2001, thanks to Tony Nicely, its CEO,

and his associates.  Quite simply, Tony is an owner(cid:146)s dream.

GEICO(cid:146)s  premium  volume  grew  6.6%  last  year,  its  float  grew  $308  million,  and  it  achieved  an
underwriting  profit  of  $221  million.    This  means  we  were  actually  paid  that  amount  last  year  to  hold  the  $4.25
billion in float, which of course doesn(cid:146)t belong to Berkshire but can be used by us for investment.

The  only  disappointment  at  GEICO  in  2001  (cid:150)  and  it(cid:146)s  an  important  one  (cid:150)  was  our  inability  to  add
policyholders.  Our preferred customers (81% of our total) grew by 1.6% but our standard and non-standard policies
fell by 10.1%.  Overall, policies in force fell .8%.

New business has improved in recent months.  Our closure rate from telephone inquiries has climbed, and
our  Internet  business  continues  its  steady  growth.    We,  therefore,  expect  at  least  a  modest  gain  in  policy  count
during 2002.  Tony and I are eager to commit much more to marketing than the $219 million we spent last year, but
at the moment we cannot see how to do so effectively.  In the meantime, our operating costs are low and far below
those of our major competitors; our prices are attractive; and our float is cost-free and growing.

* * * * * * * * * * * *

Our  other  primary  insurers  delivered  their  usual  fine  results  last  year.    These  operations,  run  by  Rod
Eldred, John Kizer, Tom Nerney, Michael Stearns, Don Towle and Don Wurster had combined premium volume of
$579 million, up 40% over 2000.  Their float increased 14.5% to $685 million, and they recorded an underwriting
profit of $30 million.  In aggregate, these companies are one of the finest insurance operations in the country, and
their 2002 prospects look excellent.

 “Loss Development” and Insurance Accounting

Bad terminology is the enemy of good thinking.  When companies or investment professionals use terms
such as (cid:147)EBITDA(cid:148) and (cid:147)pro forma,(cid:148) they want you to unthinkingly accept concepts that are dangerously flawed.
(In golf, my score is frequently below par on a pro forma basis: I have firm plans to (cid:147)restructure(cid:148) my putting stroke
and therefore only count the swings I take before reaching the green.)

10

In insurance reporting, (cid:147)loss development(cid:148) is a  widely  used  term  (cid:150)  and  one  that  is  seriously  misleading.
First,  a  definition:  Loss  reserves  at  an  insurer  are  not  funds  tucked  away  for  a  rainy  day,  but  rather  a  liability
account.    If  properly  calculated,  the  liability  states  the  amount  that  an  insurer  will  have  to  pay  for  all  losses
(including  associated  costs)  that  have  occurred  prior  to  the  reporting  date  but  have  not  yet  been  paid.    When
calculating the reserve, the insurer will have been notified of many of the losses it is destined to pay, but others will
not yet have been reported to it.  These losses are called IBNR, for incurred but not reported.  Indeed, in some cases
(involving, say, product liability or embezzlement) the insured itself will not yet be aware that a loss has occurred.

It(cid:146)s clearly difficult for an insurer to put a figure on the ultimate cost of all such reported and unreported
events.  But the ability to do so with reasonable accuracy is vital.  Otherwise the insurer(cid:146)s managers won(cid:146)t know
what its actual loss costs are and how these compare to the premiums being charged.  GEICO got into huge trouble
in the early 1970s because for several years it severely underreserved, and therefore believed its product (insurance
protection)  was  costing  considerably  less  than  was  truly  the  case.    Consequently,  the  company  sailed  blissfully
along, underpricing its product and selling more and more policies at ever-larger losses.

When it becomes evident that reserves at past reporting dates understated the liability that truly existed at
the  time,  companies  speak  of  (cid:147)loss  development.(cid:148)    In  the  year  discovered,  these  shortfalls  penalize  reported
earnings  because  the  (cid:147)catch-up(cid:148)  costs  from  prior  years  must  be  added  to  current-year  costs  when  results  are
calculated.    This  is  what  happened  at  General  Re  in  2001:  a  staggering  $800  million  of  loss  costs  that  actually
occurred in earlier years, but that were not then recorded, were belatedly recognized last year and charged against
current  earnings.    The  mistake  was  an  honest  one,  I  can  assure  you  of  that.    Nevertheless,  for  several  years,  this
underreserving caused us to believe that our costs were much lower than they truly were, an error that contributed to
woefully  inadequate  pricing.    Additionally,  the  overstated  profit  figures  led  us  to  pay  substantial  incentive
compensation that we should not have and to incur income taxes far earlier than was necessary.

We recommend scrapping the term (cid:147)loss development(cid:148) and its equally ugly twin, (cid:147)reserve strengthening.(cid:148)
(Can you imagine an insurer, upon finding its reserves excessive, describing the reduction that follows as (cid:147)reserve
weakening(cid:148)?)  (cid:147)Loss development(cid:148) suggests to investors that some natural, uncontrollable event has occurred in the
current  year,  and  (cid:147)reserve  strengthening(cid:148)  implies  that  adequate  amounts  have  been  further  buttressed.    The  truth,
however, is that management made an error in estimation that in turn produced an error in the earnings previously
reported.    The  losses  didn(cid:146)t  (cid:147)develop(cid:148)  (cid:150)  they  were  there  all  along.    What  developed  was  management(cid:146)s
understanding of the losses (or, in the instances of chicanery, management(cid:146)s willingness to finally fess up).

A more forthright label for the phenomenon at issue would be (cid:147)loss costs we failed to recognize when they
occurred(cid:148)  (or  maybe  just  (cid:147)oops(cid:148)).    Underreserving,  it  should  be  noted,  is  a  common  (cid:150)  and  serious  (cid:150)  problem
throughout  the  property/casualty  insurance  industry.    At  Berkshire  we  told  you  of  our  own  problems  with
underestimation in 1984 and 1986.  Generally, however, our reserving has been conservative.

Major  underreserving  is  common  in  cases  of  companies  struggling  for  survival.    In  effect,  insurance
accounting is a self-graded exam, in that the insurer gives some figures to its auditing firm and generally doesn(cid:146)t get
an argument.  (What the auditor gets, however, is a letter from management that is designed to take his firm off the
hook if the numbers later look silly.)  A company experiencing financial difficulties (cid:150) of a kind that, if truly faced,
could  put  it  out  of  business  (cid:150)  seldom  proves  to  be  a  tough  grader.    Who,  after  all,  wants  to  prepare  his  own
execution papers?

Even when companies have the best of intentions, it(cid:146)s not easy to reserve properly.  I(cid:146)ve told the story in
the past about the fellow traveling abroad whose sister called to tell him that their dad had died.  The brother replied
that  it  was  impossible  for  him  to  get  home  for  the  funeral;  he  volunteered,  however,  to  shoulder  its  cost.    Upon
returning, the brother received a bill from the mortuary for $4,500, which he promptly paid.  A month later, and a
month  after  that  also,  he  paid  $10  pursuant  to  an  add-on  invoice.    When  a  third  $10  invoice  came,  he  called  his
sister for an explanation.  (cid:147)Oh,(cid:148) she replied, (cid:147)I forgot to tell you.  We buried dad in a rented suit.(cid:148)

There  are  a  lot  of  (cid:147)rented  suits(cid:148)  buried  in  the  past  operations  of  insurance  companies.    Sometimes  the
problems they signify lie dormant for decades, as was the case with asbestos liability, before virulently manifesting
themselves.  Difficult as the job may be, it(cid:146)s management(cid:146)s responsibility to adequately account for all possibilities.
Conservatism  is  essential.    When  a  claims  manager  walks  into  the  CEO(cid:146)s  office  and  says  (cid:147)Guess  what  just
happened,(cid:148)  his  boss,  if  a  veteran,  does  not  expect  to  hear  it(cid:146)s  good  news.    Surprises  in  the  insurance  world  have
been far from symmetrical in their effect on earnings.

11

Because  of  this  one-sided  experience,  it  is  folly  to  suggest,  as  some  are  doing,  that  all  property/casualty
insurance  reserves  be  discounted,  an  approach  reflecting  the  fact  that  they  will  be  paid  in  the  future  and  that
therefore their present value is less than the stated liability for them.  Discounting might be acceptable if reserves
could  be  precisely  established.    They  can(cid:146)t,  however,  because  a  myriad  of  forces  (cid:150)  judicial  broadening  of  policy
language  and  medical  inflation,  to  name  just  two  chronic  problems  (cid:150)  are  constantly  working  to  make  reserves
inadequate.    Discounting  would  exacerbate  this  already-serious  situation  and,  additionally,  would  provide  a  new
tool for the companies that are inclined to fudge.

I(cid:146)d  say  that  the  effects  from  telling  a  profit-challenged  insurance  CEO  to  lower  reserves  through
discounting would be comparable to those that would ensue if a father told his 16-year-old son to have a normal sex
life.  Neither party needs that kind of push.

Sources of Reported Earnings

The  table  that  follows  shows  the  main  sources  of  Berkshire’s  reported  earnings.    In  this  presentation,
purchase-accounting  adjustments  (primarily  relating  to  (cid:147)goodwill(cid:148))  are  not  assigned  to  the  specific  businesses  to
which they apply, but are instead aggregated and shown separately.  This procedure lets you view the earnings of
our businesses as they would have been reported had we not purchased them.  In recent years, our (cid:147)expense(cid:148) for
goodwill amortization has been large.  Going forward, generally accepted accounting principles ((cid:147)GAAP(cid:148)) will no
longer  require  amortization  of  goodwill.    This  change  will  increase  our  reported  earnings  (though  not  our  true
economic earnings) and simplify this section of the report.

Operating Earnings:
Insurance Group:

Underwriting (cid:150) Reinsurance...................................
Underwriting (cid:150) GEICO ..........................................
Underwriting (cid:150) Other Primary ...............................
Net Investment Income ..........................................
Building Products(1)...................................................
Finance and Financial Products Business .................
Flight Services...........................................................
MidAmerican Energy (76% owned) .........................
Retail Operations.......................................................
Scott Fetzer (excluding finance operation) ...............
Shaw Industries(2) ......................................................
Other Businesses .......................................................
Purchase-Accounting Adjustments ...........................
Corporate Interest Expense .......................................
Shareholder-Designated Contributions .....................
Other .........................................................................
Operating Earnings ......................................................
Capital Gains from Investments...................................
Total Earnings (cid:150) All Entities........................................

Pre-Tax Earnings
2000
2001

$(4,318)
221
30
2,824
461
519
186
600
175
129
292
179
(726)
(92)
(17)
       25
488
  1,320
$1,808

$(1,416)
(224)
25
2,773
34
530
213
197
175
122
--
221
(881)
(92)
(17)
       39
1,699
  3,955
$5,654

(in millions)

Berkshire’s Share
of Net Earnings
(after taxes and
Minority interests)
2000
2001

$(2,824)
144
18
1,968
287
336
105
230
101
83
156
103
(699)
(60)
(11)
      16
(47)
    842
$  795

$(911)
(146)
16
1,946
21
343
126
109
104
80
--
133
(843)
(61)
(11)
       30
936
  2,392
$3,328

(1)  Includes  Acme  Brick  from  August  1,  2000;  Benjamin  Moore  from  December  18,  2000;  Johns  Manville  from  February  27,

2001; and MiTek from July 31, 2001.

(2) From date of acquisition, January 8, 2001.

12

Here are some highlights (and lowlights) from 2001 relating to our non-insurance activities:

•  Our  shoe  operations  (included  in  (cid:147)other  businesses(cid:148))  lost  $46.2  million  pre-tax,  with  profits  at  H.H.  Brown

and Justin swamped by losses at Dexter.

I(cid:146)ve made three decisions relating to Dexter that have hurt you in a major way:  (1) buying it in the first place;
(2) paying for it with stock and (3) procrastinating when the need for changes in its operations was obvious.  I
would like to lay these mistakes on Charlie (or anyone else, for that matter) but they were mine.  Dexter, prior
to our purchase (cid:150) and indeed for a few years after (cid:150) prospered despite low-cost foreign competition that was
brutal.  I concluded that Dexter could continue to cope with that problem, and I was wrong.

We have now placed the Dexter operation (cid:150) which is still substantial in size (cid:150) under the management of Frank
Rooney  and  Jim  Issler  at  H.H.  Brown.    These  men  have  performed  outstandingly  for  Berkshire,  skillfully
contending  with  the  extraordinary  changes  that  have  bedeviled  the  footwear  industry.    During  part  of  2002,
Dexter  will  be  hurt  by  unprofitable  sales  commitments  it  made  last  year.    After  that,  we  believe  our  shoe
business will be reasonably profitable.

•  MidAmerican Energy, of which we own 76% on a fully-diluted basis, had a good year in 2001.  Its reported
earnings  should  also  increase  considerably  in  2002  given  that  the  company  has  been  shouldering  a  large
charge for the amortization of goodwill and that this (cid:147)cost(cid:148) will disappear under the new GAAP rules.

Last year MidAmerican swapped some properties in England, adding Yorkshire Electric, with its 2.1 million
customers.  We are now serving 3.6 million customers in the U.K. and are its 2nd largest electric utility.  We
have  an  equally  important  operation  in  Iowa  as  well  as  major  generating  facilities  in  California  and  the
Philippines.

At  MidAmerican  (cid:150)  this  may  surprise  you  (cid:150)  we  also  own  the  second-largest  residential  real  estate  brokerage
business in the country.  We are market-share leaders in a number of large cities, primarily in the Midwest, and
have recently acquired important firms in Atlanta and Southern California.  Last year, operating under various
names that are locally familiar, we handled about 106,000 transactions involving properties worth nearly $20
billion.  Ron Peltier has built this business for us, and it(cid:146)s likely he will make more acquisitions in 2002 and
the years to come.

•  Considering  the  recessionary  environment  plaguing  them,  our  retailing  operations  did  well  in  2001.    In
jewelry, same-store sales fell 7.6% and pre-tax margins were 8.9% versus 10.7% in 2000.  Return on invested
capital remains high.

Same-store sales at our home-furnishings retailers were unchanged and so was the margin (cid:150) 9.1% pre-tax (cid:150)
these operations earned.  Here, too, return on invested capital is excellent.

We continue to expand in both jewelry and home-furnishings.  Of particular note, Nebraska Furniture Mart is
constructing a mammoth 450,000 square foot store that will serve the greater Kansas City area beginning in
the fall of 2003.  Despite Bill Child(cid:146)s counter-successes, we will keep this store open on Sundays.

The  large  acquisitions  we  initiated  in  late  2000  (cid:150)  Shaw,  Johns  Manville  and  Benjamin  Moore  (cid:150)  all  came
through their first year with us in great fashion.  Charlie and I knew at the time of our purchases that we were
in good hands with Bob Shaw, Jerry Henry and Yvan Dupuy, respectively (cid:150) and we admire their work even
more now.  Together these businesses earned about $659 million pre-tax.

Shortly after yearend we exchanged 4,740 Berkshire A shares (or their equivalent in B shares) for the 12.7%
minority  interest  in  Shaw,  which  means  we  now  own  100%  of  the  company.    Shaw  is  our  largest  non-
insurance operation and will play a big part in Berkshire(cid:146)s future.

All  of  the  income  shown  for  Flight  Services  in  2001  (cid:150)  and  a  bit  more  (cid:150)  came  from  FlightSafety,  our  pilot-
training subsidiary.  Its earnings increased 2.5%, though return on invested capital fell slightly because of the
$258 million investment we made  last  year  in  simulators  and  other  fixed assets.    My  84-year-old  friend,  Al
Ueltschi, continues to run FlightSafety with the same enthusiasm and competitive spirit that he has exhibited
since 1951, when he invested $10,000 to start the company.  If I line Al up with a bunch of 60-year-olds at the
annual meeting, you will not be able to pick him out.

• 

• 

13

After September 11th, training for commercial airlines fell, and today it remains depressed.  However, training
for business and general aviation, our main activity, is at near-normal levels and should continue to grow.  In
2002, we expect to spend $162 million for 27 simulators, a sum far in excess of our annual depreciation charge
of $95 million.  Those who believe that EBITDA is in any way equivalent to true earnings are welcome to pick
up the tab.

Our NetJetsfi fractional ownership program sold a record number of planes last year and also showed a gain of
21.9% in service income from management fees and hourly charges.  Nevertheless, it operated at a small loss,
versus a small profit in 2000.  We made a little money in the U.S., but these earnings were more than offset by
European  losses.    Measured  by  the  value  of  our  customers(cid:146)  planes,  NetJets  accounts  for  about  half  of  the
industry.  We believe the other participants, in aggregate, lost significant money.

Maintaining a premier level of safety, security and service was always expensive, and the cost of sticking to
those standards was exacerbated by September 11th.  No matter how much the cost, we will continue to be the
industry  leader  in  all  three  respects.    An  uncompromising  insistence  on  delivering  only  the  best  to  his
customers  is  embedded  in  the  DNA  of  Rich  Santulli,  CEO  of  the  company  and  the  inventor  of  fractional
ownership.  I(cid:146)m delighted with his fanaticism on these matters for both the company(cid:146)s sake and my family(cid:146)s: I
believe the Buffetts fly more fractional-ownership hours (cid:150) we log in excess of 800 annually (cid:150) than does any
other family.  In case you(cid:146)re wondering, we use exactly the same planes and crews that serve NetJet(cid:146)s other
customers.

NetJets experienced a spurt in new orders shortly after September 11th, but its sales pace has since returned to
normal.  Per-customer usage declined somewhat during the year, probably because of the recession.

Both we and our customers derive significant operational benefits from our being the  runaway  leader  in  the
fractional  ownership  business.    We  have  more  than  300  planes  constantly  on  the  go  in  the  U.S.  and  can
therefore be wherever a customer needs us on very short notice.  The  ubiquity  of  our  fleet  also  reduces  our
(cid:147)positioning(cid:148) costs below those incurred by operators with smaller fleets.

These  advantages  of  scale,  and  others  we  have,  give  NetJets  a  significant  economic  edge  over  competition.
Under the competitive conditions likely to prevail for a few years, however, our advantage will at best produce
modest profits.

• 

Our finance and financial products line of business now includes XTRA, General Re Securities (which is in a
run-off mode that will continue for an extended period) and a few other relatively small operations.  The bulk
of  the  assets  and  liabilities  in  this  segment,  however,  arise  from  a  few  fixed-income  strategies,  involving
highly-liquid  AAA  securities,  that  I  manage.    This  activity,  which  only  makes  sense  when  certain  market
relationships exist, has produced good returns in the past and has reasonable prospects for continuing to do so
over the next year or two.

Investments

Below  we  present  our  common  stock  investments.    Those  that  had  a  market  value  of  more  than  $500

million at the end of 2001 are itemized.

Shares

Company

151,610,700 American Express Company.....................................................................
200,000,000 The Coca-Cola Company ..........................................................................
96,000,000 The Gillette Company ...............................................................................
15,999,200 H&R Block, Inc. .......................................................................................
24,000,000 Moody(cid:146)s Corporation ................................................................................
1,727,765 The Washington Post Company................................................................
53,265,080 Wells Fargo & Company ..........................................................................
Others ........................................................................................................
Total Common Stocks...............................................................................

12/31/01

Market
Cost
(dollars in millions)
$  1,470
1,299
600
255
499
11
306
    4,103
$8,543

$  5,410
9,430
3,206
715
957
916
2,315
    5,726
$28,675

14

We  made  few  changes  in  our  portfolio  during  2001.    As  a  group,  our  larger  holdings  have  performed
poorly  in  the  last  few  years,  some  because  of  disappointing  operating  results.    Charlie  and  I  still  like  the  basic
businesses  of  all  the  companies  we  own.    But  we  do  not  believe  Berkshire(cid:146)s  equity  holdings  as  a  group  are
undervalued.

Our  restrained  enthusiasm  for  these  securities  is  matched  by  decidedly  lukewarm  feelings  about  the
prospects for stocks in general over the next decade or so.  I expressed my views about equity returns in a speech I
gave at an Allen and Company meeting in July (which was a follow-up to a similar presentation I had made two
years earlier) and an edited version of my comments appeared in a December 10th Fortune article.  I(cid:146)m enclosing a
talk  at  our  website
copy  of 
www.berkshirehathaway.com.

the  Fortune  version  of  my  1999 

  You  can  also  view 

that  article. 

Charlie  and  I  believe  that  American  business  will  do  fine  over  time  but  think  that  today(cid:146)s  equity  prices
presage  only  moderate  returns  for  investors.    The  market  outperformed  business  for  a  very  long  period,  and  that
phenomenon had to end.  A market that no more than parallels business progress, however, is likely to leave many
investors disappointed, particularly those relatively new to the game.

Here(cid:146)s one for those who enjoy an odd coincidence: The Great Bubble ended on March 10, 2000 (though
we didn(cid:146)t realize that fact until some months later).  On that day, the NASDAQ (recently 1,731) hit its all-time high
of 5,132.  That same day, Berkshire shares traded at $40,800, their lowest price since mid-1997.

* * * * * * * * * * * *

During  2001,  we  were  somewhat  more  active  than  usual  in  (cid:147)junk(cid:148)  bonds.    These  are  not,  we  should
emphasize, suitable investments for the general public, because too often these securities live up to their name.  We
have  never  purchased  a  newly-issued  junk  bond,  which  is  the  only  kind  most  investors  are  urged  to  buy.    When
losses  occur  in  this  field,  furthermore,  they  are  often  disastrous:  Many  issues  end  up  at  a  small  fraction  of  their
original offering price and some become entirely worthless.

Despite these dangers, we periodically find a few (cid:150) a very few (cid:150) junk securities that are interesting to us.
And,  so  far,  our  50-year  experience  in  distressed  debt  has  proven  rewarding.    In  our  1984  annual  report,  we
described  our  purchases  of  Washington  Public  Power  System  bonds  when  that  issuer  fell  into  disrepute.    We(cid:146)ve
also, over the years, stepped into other apparent calamities such as Chrysler Financial, Texaco and RJR Nabisco (cid:150)
all of which returned to grace.  Still, if we stay active in junk bonds, you can expect us to have losses from time to
time.

Occasionally,  a  purchase  of  distressed  bonds  leads  us  into  something  bigger.    Early  in  the  Fruit  of  the
Loom  bankruptcy,  we  purchased  the  company(cid:146)s  public  and  bank  debt  at  about  50%  of  face  value.    This  was  an
unusual bankruptcy in that interest payments on senior debt were continued without interruption, which meant we
earned about a 15% current return.  Our holdings grew to 10% of Fruit(cid:146)s senior debt, which will probably end up
returning us about 70% of face value.  Through this investment, we indirectly reduced our purchase price for the
whole company by a small amount.

In  late  2000,  we  began  purchasing  the  obligations  of  FINOVA  Group,  a  troubled  finance  company,  and
that, too, led to our making a major transaction.  FINOVA then had about $11 billion of debt outstanding, of which
we purchased 13% at about two-thirds of face value.  We expected the company to go into bankruptcy, but believed
that  liquidation  of  its  assets  would  produce  a  payoff  for  creditors  that  would  be  well  above  our  cost.    As  default
loomed  in  early  2001,  we  joined  forces  with  Leucadia  National  Corporation  to  present  the  company  with  a
prepackaged plan for bankruptcy.

The plan as subsequently modified (and I(cid:146)m simplifying here) provided that creditors would be paid 70%
of face value (along with full interest) and that they would receive a newly-issued 7‰% note for the 30% of their
claims not satisfied by cash.  To fund FINOVA(cid:146)s 70% distribution, Leucadia and Berkshire formed a jointly-owned
entity (cid:150) mellifluently christened Berkadia (cid:150) that borrowed $5.6 billion through FleetBoston and, in turn, re-lent this
sum to FINOVA, concurrently obtaining a priority claim on its assets.  Berkshire guaranteed 90% of the Berkadia
borrowing and also has a secondary guarantee on the 10% for which Leucadia has primary responsibility.  (Did I
mention that I am simplifying?).

15

There is a spread of about two percentage points between what Berkadia pays on its borrowing and what it
receives from FINOVA, with this spread flowing 90% to Berkshire and 10% to Leucadia.  As I write this, each loan
has been paid down to $3.9 billion.

As part of the bankruptcy plan, which was approved on August 10, 2001, Berkshire also agreed to offer
70% of face value for up to $500 million principal amount of the $3.25 billion of new 7‰% bonds that were issued
by FINOVA.  (Of these, we had already received $426.8 million in principal amount because of our 13% ownership
of the original debt.)  Our offer, which was to run until September 26, 2001, could be withdrawn under a variety of
conditions,  one  of  which  became  operative  if  the  New  York  Stock  Exchange  closed  during  the  offering  period.
When that indeed occurred in the week of September 11th, we promptly terminated the offer.

Many of FINOVA(cid:146)s loans involve aircraft assets whose values were significantly diminished by the events
of September 11th.  Other receivables held by the company also were imperiled by the economic consequences of
the  attack  that  day.    FINOVA(cid:146)s  prospects,  therefore,  are  not  as  good  as  when  we  made  our  proposal  to  the
bankruptcy court.  Nevertheless we feel that overall the transaction will prove satisfactory for Berkshire.  Leucadia
has day-to-day operating responsibility for FINOVA, and we have long been impressed with the business acumen
and managerial talent of its key executives.

* * * * * * * * * * * *

It(cid:146)s dØj(cid:224) vu time again: In early 1965, when the investment partnership I ran took control of Berkshire, that
company had its main banking relationships with First National Bank of Boston and a large New York City bank.
Previously, I had done no business with either.

Fast forward to 1969, when I wanted Berkshire to buy the Illinois National Bank and Trust of Rockford.
We  needed  $10  million,  and  I  contacted  both  banks.    There  was  no  response  from  New  York.    However,  two
representatives of the Boston bank immediately came to Omaha.  They told me they would supply the money for
our purchase and that we would work out the details later.

For the next three decades, we borrowed almost nothing from banks.  (Debt is a four-letter word around
Berkshire.)  Then, in February, when we were structuring the FINOVA transaction, I again called Boston,  where
First National had morphed into FleetBoston.  Chad Gifford, the company(cid:146)s president, responded just as Bill Brown
and Ira Stepanian had back in 1969 (cid:150) (cid:147)you(cid:146)ve got the money and we(cid:146)ll work out the details later.(cid:148)

And that(cid:146)s just what happened.  FleetBoston syndicated a loan for $6 billion (as it turned out, we didn(cid:146)t
need $400 million of it), and it was quickly oversubscribed by 17 banks throughout the world.  Sooooo . . . if you
ever need $6 billion, just give Chad a call (cid:150) assuming, that is, your credit is AAA.

* * * * * * * * * * * *

One more point about our investments: The media often report that (cid:147)Buffett is buying(cid:148) this or that security,
having picked up the (cid:147)fact(cid:148) from reports that Berkshire files.  These accounts are sometimes correct, but at other
times the transactions Berkshire reports are actually being made by Lou Simpson, who runs a $2 billion portfolio for
GEICO that is quite independent of me.  Normally, Lou does not tell me what he is buying or selling, and I learn of
his activities only when I look at a GEICO portfolio summary that I receive a few days after the end of each month.
Lou(cid:146)s  thinking,  of  course,  is  quite  similar  to  mine,  but  we  usually  end  up  in  different  securities.    That(cid:146)s  largely
because he(cid:146)s working with less money and can therefore invest in smaller companies than I.  Oh, yes, there(cid:146)s also
another minor difference between us: In recent years, Lou(cid:146)s performance has been far better than mine.

16

Charitable Contributions

Berkshire follows a highly unusual policy in respect to charitable contributions (cid:150) but it(cid:146)s one that Charlie

and I believe is both rational and fair to owners.

First,  we  let  our  operating  subsidiaries  make  their  own  charitable  decisions,  requesting  only  that  the
owners/managers who once ran these as independent companies make all donations to their personal charities from
their own funds, instead of using company money.  When our managers are using company funds, we trust them to
make gifts in a manner that delivers commensurate tangible  or  intangible  benefits  to  the  operations  they  manage.
Last year contributions from Berkshire subsidiaries totaled $19.2 million.

At the parent company level, we make no contributions except those designated by shareholders.  We do
not match contributions made by directors or employees, nor do we give to the favorite charities of the Buffetts or
the Mungers.  However, prior to our purchasing them, a few of our subsidiaries had employee-match programs and
we feel fine about their continuing them: It(cid:146)s not our style to tamper with successful business cultures.

To  implement  our  owners’  charitable  desires,  each  year  we  notify  registered  holders  of  A  shares  (A(cid:146)s
represent 86.6% of our equity capital) of a per-share amount that they can instruct us to contribute to as many as
three charities.  Shareholders name the charity; Berkshire writes the check.  Any organization that qualifies under
the  Internal  Revenue  Code  can  be  designated  by  shareholders.    Last  year  Berkshire  made  contributions  of  $16.7
million  at  the  direction  of  5,700  shareholders,  who  named  3,550  charities  as  recipients.    Since  we  started  this
program, our shareholders(cid:146) gifts have totaled $181 million.

Most public  corporations  eschew  gifts  to  religious  institutions.    These,  however,  are  favorite  charities  of
our  shareholders,  who  last  year  named  437  churches  and  synagogues  to  receive  gifts.    Additionally,  790  schools
were recipients.  A few of our larger shareholders, including Charlie and me, designate their personal foundations to
get gifts, so that those entities can, in turn, disburse their funds widely.

I get a few letters every week criticizing Berkshire for contributing to Planned Parenthood.  These letters
are  usually  prompted  by  an  organization  that  wishes  to  see  boycotts  of  Berkshire  products.    The  letters  are
invariably polite and sincere, but their writers are unaware of a key point: It(cid:146)s not Berkshire, but rather its owners
who are making charitable decisions (cid:150) and these owners are about as diverse in their opinions as you can imagine.
For example, they are probably on both sides of the abortion issue in roughly the same proportion as the American
population.  We(cid:146)ll follow their instructions, whether they designate Planned Parenthood or Metro Right to Life, just
as long as the charity possesses 501(c)(3) status.  It(cid:146)s as if we paid a dividend, which the shareholder then donated.
Our form of disbursement, however, is more tax-efficient.

In neither the purchase of goods nor the hiring of personnel, do we ever consider the religious views, the
gender, the race or the sexual orientation of the persons we are dealing with.  It would not only be wrong to do so, it
would be idiotic.  We need all of the talent we can find, and we have learned that able and trustworthy managers,
employees and suppliers come from a very wide spectrum of humanity.

* * * * * * * * * * *

To  participate  in  our  future  charitable  contribution  programs,  you  must  own  Class  A  shares  that  are
registered in the name of the actual owner, not the nominee name of a broker, bank or depository.  Shares not so
registered on August 31, 2002 will be ineligible for the 2002 program.  When you get the contributions form from
us, return it promptly.  Designations received after the due date will not be honored.

17

The Annual Meeting

This year’s annual meeting will be on Saturday, May 4, and we will again be at the Civic Auditorium.  The
doors will open at 7 a.m., the movie will begin at 8:30, and the meeting itself will commence at 9:30.  There will be
a  short  break  at  noon  for  food.    (Sandwiches  can  be  bought  at  the  Civic’s  concession  stands.)    Except  for  that
interlude, Charlie and I will answer questions until 3:30.  Give us your best shot.

For at least the next year, the Civic, located downtown, is the only site available to us.  We must therefore
hold  the  meeting  on  either  Saturday  or  Sunday  to  avoid  the  traffic  and  parking  nightmare  sure  to  occur  on  a
weekday.  Shortly, however, Omaha will have a new Convention Center with plenty of parking facilities.  Assuming
that we then head for the Center, I will poll shareholders to see whether you wish to return to the Monday meeting
that was standard until 2000.  We will decide that vote based on a count of shareholders, not shares.  (This is not a
system, however, we will ever institute to decide who should be CEO.)

An  attachment  to  the  proxy  material  that  is  enclosed  with  this  report  explains  how  you  can  obtain  the
credential you will need for admission to the meeting and other events.  As for plane, hotel and car reservations, we
have again signed up American Express (800-799-6634) to give you special help.  They do a terrific job for us each
year, and I thank them for it.

In our usual fashion, we will run buses from the larger hotels to the meeting.  Afterwards, the buses will
make trips back to the hotels and to Nebraska Furniture Mart, Borsheim’s and the airport.  Even so, you are likely to
find a car useful.

We  have  added  so  many  new  companies  to  Berkshire  this  year  that  I’m  not  going  to  detail  all  of  the
products that we will be selling at the meeting.  But come prepared to carry home everything from bricks to candy.
And  underwear,  of  course.    Assuming  our  Fruit  of  the  Loom  purchase  has  closed  by  May  4,  we  will  be  selling
Fruit’s latest styles, which will make you your neighborhood’s fashion leader.  Buy a lifetime supply.

GEICO will have a booth staffed by a number of its top counselors from around the country, all of them
ready  to  supply  you  with  auto  insurance  quotes.    In  most  cases,  GEICO  will  be  able  to  give  you  a  special
shareholder discount (usually 8%).  This special offer is permitted by 41 of the 49 jurisdictions in which we operate.
Bring the details of your existing insurance and check out whether we can save you money.

At the Omaha airport on Saturday, we will have the usual array of aircraft from NetJets® available for your
inspection.  Just ask a representative at the Civic about viewing any of these planes.  If you buy what we consider an
appropriate number of items during the weekend, you may well need your own plane to take them home.  And, if
you buy a fraction of a plane, we might even throw in a three-pack of briefs or boxers.

At Nebraska Furniture Mart, located on a 75-acre site on 72nd Street between Dodge and Pacific, we will
again be having “Berkshire Weekend” pricing, which means we will be offering our shareholders a discount that is
customarily given only to employees.  We initiated this special pricing at NFM five years ago, and sales during the
“Weekend” grew from $5.3 million in 1997 to $11.5 million in 2001.

To get the discount, you must make your purchases on Thursday, May 2 through Monday, May 6 and also
present your meeting credential.  The period’s special pricing will even apply to the products of several prestigious
manufacturers  that  normally  have  ironclad  rules  against  discounting  but  that,  in  the  spirit  of  our  shareholder
weekend, have made an exception for you.  We appreciate their cooperation.  NFM is open from 10 a.m. to 9 p.m.
on weekdays and 10 a.m. to 6 p.m. on Saturdays and Sundays.

Borsheim’s  the largest jewelry store in the country except for Tiffany’s Manhattan store  will have
two shareholder-only events.  The first will be a cocktail reception from 6 p.m. to 10 p.m. on Friday, May 3.  The
second,  the  main  gala,  will  be  from  9  a.m.  to  5  p.m.  on  Sunday,  May  5.    Shareholder  prices  will  be  available
Thursday  through  Monday,  so  if  you  wish  to  avoid  the  large  crowds  that  will  assemble  on  Friday  evening  and
Sunday,  come  at  other  times  and  identify  yourself  as  a  shareholder.    On  Saturday,  we  will  be  open  until  6  p.m.
Borsheim’s operates on a gross margin that is fully twenty percentage points below that of its major rivals, so the
more  you  buy,  the  more  you  save  (or  at  least  that’s  what  my  wife  and  daughter  tell  me).    Come  by  and  let  us
perform a walletectomy on you.

In the mall outside of Borsheim’s, we will have some of the world’s top bridge experts available to play
with our shareholders on Sunday afternoon.  We expect Bob and Petra Hamman along with Sharon Osberg to host
tables.    Patrick  Wolff,  twice  U.S.  chess  champion,  will  also  be  in  the  mall,  taking  on  all  comers    blindfolded!

18

Last year, Patrick played as many as six games simultaneously  with his blindfold securely in place  and this
year will try for seven.  Finally, Bill Robertie, one of only two players who have twice won the backgammon world
championship, will be on hand to test your skill at that game.  Come to the mall on Sunday for the Mensa Olympics.

Gorat’s  my favorite steakhouse  will again be open exclusively for Berkshire shareholders on Sunday,
May 5, and will be serving from 4 p.m. until 10 p.m.  Please remember that to come to Gorat’s on Sunday, you must
have a reservation.  To make one, call 402-551-3733 on April 1 (but not before).  If Sunday is sold out, try Gorat’s
on one of the other evenings you will be in town.  Show your sophistication by ordering a rare T-bone with a double
order of hash browns.

The  usual  baseball  game  will  be  held  at  Rosenblatt  Stadium  at  7  p.m.  on  Saturday  night.    This  year  the
Omaha Royals will play the Oklahoma RedHawks.  Last year, in an attempt to emulate the career switch of Babe
Ruth, I gave up pitching and tried batting.  Bob Gibson, an Omaha native, was on the mound and I was terrified,
fearing  Bob’s  famous  brush-back  pitch.    Instead,  he  delivered  a  fast  ball  in  the  strike  zone,  and  with  a  Mark
McGwire-like swing, I managed to connect for a hard grounder, which inexplicably died in the infield.  I didn’t run
it out: At my age, I get winded playing a hand of bridge.

I’m  not  sure  what  will  take  place  at  the  ballpark  this  year,  but  come  out  and  be  surprised.    Our  proxy
statement  contains  instructions  for  obtaining  tickets  to  the  game.    Those  people  ordering  tickets  to  the  annual
meeting will receive a booklet containing all manner of information that should help you enjoy your visit in Omaha.
There will be plenty of action in town.  So come for Woodstock Weekend and join our Celebration of Capitalism at
the Civic.

* * * * * * * * * * * *

Finally,  I  would  like  to  thank  the  wonderful  and  incredibly  productive  crew  at  World  Headquarters  (all
5,246.5 square feet of it) who make my job so easy.  Berkshire added about 40,000 employees last year, bringing
our workforce to 110,000.  At headquarters we added one employee and now have 14.8.  (I’ve tried in vain to get
JoEllen Rieck to change her workweek from four days to five; I think she likes the national recognition she gains by
being .8.)

The smooth handling of the array of duties that come with our current size and scope – as well as some
additional activities almost unique to Berkshire, such as our shareholder gala and designated-gifts program – takes a
very special group of people.  And that we most definitely have.

February 28, 2002

Warren E. Buffett
Chairman of the Board

19

BERKSHIRE HATHAWAY INC.

Selected Financial Data for the Past Five Years
(dollars in millions, except per share data)

Revenues:

Insurance premiums earned ..........................................
Sales and service revenues............................................
Interest, dividend and other investment income ...........
Income from finance and financial products

2001

2000

1999

1998

1997

$17,905
14,902
2,930

$19,343
7,361
2,791

$14,306
5,918
2,314

$ 5,481
4,675
1,049

$  4,761
    3,615
       916

businesses ..................................................................
Realized investment gain (1) ..........................................

568
    1,363

556
    3,955

125
    1,365

212
    2,415

         32
    1,106

Total revenues...............................................................

$37,668

$34,006

$24,028

$13,832

$10,430

Earnings:

Before realized investment gain ...................................
Realized investment gain (1) ..........................................

$      (47) (4) $     936
    2,392
       842

$     671
       886

$  1,277
    1,553

$  1,197
       704

Net earnings..................................................................

$     795

$  3,328

$  1,557

$  2,830

$  1,901

Earnings per share:

Before realized investment gain ...................................
Realized investment gain (1) ..........................................

$      (30) (4) $     614
    1,571
       551

$     442
       583

$  1,021
    1,241

$     971
       571

Net earnings..................................................................

$     521

$  2,185

$  1,025

$  2,262

$  1,542

Year-end data (2):

Total assets ................................................................... $162,752
Borrowings under investment agreements

and other debt (3) ........................................................
Shareholders’ equity .....................................................
Class A equivalent common shares

$135,792

$131,416

$122,237

$56,111

3,485
57,950

2,663
61,724

2,465
57,761

2,385
57,403

2,267
31,455

outstanding, in thousands...........................................

1,528

1,526

1,521

1,519

1,234

Shareholders’ equity per outstanding

Class A equivalent share............................................ $  37,920

$  40,442

$  37,987

$  37,801

$25,488

_________________

(1)

(2)

(3)

(4)

The  amount  of  realized  investment  gain/loss  for  any  given  period  has  no  predictive  value,  and  variations  in
amount  from  period  to  period  have  no  practical  analytical  value,  particularly  in  view  of  the  unrealized
appreciation now existing in Berkshire's consolidated investment portfolio.

Year-end data for 1998 includes General Re Corporation acquired by Berkshire on December 21, 1998.

Excludes borrowings of finance businesses.

Includes pre-tax underwriting loss of $2.4 billion in connection with the September 11,  2001  terrorist  attack.
Such loss reduced net earnings by approximately $1.5 billion and earnings per share by $982.

20

BERKSHIRE HATHAWAY INC.

ACQUISITION CRITERIA

We are eager to hear from principals or their representatives about businesses that meet all of the following criteria:

Large purchases (at least $50 million of before-tax earnings),
Demonstrated consistent earning power (future projections are of no interest to us, nor are "turnaround" situations),
Businesses earning good returns on equity while employing little or no debt,

(1)
(2)
(3)
(4) Management in place (we can't supply it),
(5)
(6)

Simple businesses (if there's lots of technology, we won't understand it),
An offering price (we don't want to waste our time or that of the seller by talking, even preliminarily,
about a transaction when price is unknown).

The larger the company, the greater will be our interest: We would like to make an acquisition in the $5-20 billion range.

We are not interested, however, in receiving suggestions about purchases we might make in the general stock market.

We  will  not  engage  in  unfriendly  takeovers.  We  can  promise  complete  confidentiality  and  a  very  fast  answer  —
customarily within five minutes — as to whether we're interested. We prefer to buy for cash, but will consider issuing stock
when we receive as much in intrinsic business value as we give.

Charlie and I frequently get approached about acquisitions that don't come close to meeting our tests: We've found that if
you advertise an interest in buying collies, a lot of people will call hoping to sell you their cocker spaniels. A line from a
country song expresses our feeling about new ventures, turnarounds, or auction-like sales: "When the phone don't ring, you'll
know it's me."

_____________________________________________________________________________________________

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders
Berkshire Hathaway Inc.

We have audited the accompanying consolidated balance sheets of Berkshire Hathaway Inc. and subsidiaries as of December
31, 2001 and 2000, and the related consolidated statements of earnings, cash flows and changes in shareholders' equity for
each  of  the  three  years  in  the  period  ended  December  31,  2001.    These  financial  statements  are  the  responsibility  of  the
Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are  free  of  material  misstatement.    An  audit  includes  examining,  on  a  test  basis,  evidence  supporting  the  amounts  and
disclosures  in  the  financial  statements.    An  audit  also  includes  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,  such  consolidated  financial  statements  present  fairly,  in  all  material  respects,  the  financial  position  of
Berkshire Hathaway Inc. and subsidiaries as of December 31, 2001 and 2000, and the results of their operations and their
cash  flows  for  each  of  the  three  years  in  the  period  ended  December  31,  2001  in  conformity  with  accounting  principles
generally accepted in the United States of America.

DELOITTE & TOUCHE LLP
March 5, 2002
Omaha, Nebraska

21

BERKSHIRE HATHAWAY INC.
and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(dollars in millions except per share amounts)

ASSETS
Cash and cash equivalents...................................................................................................
Investments:

Securities with fixed maturities ........................................................................................
Equity securities ...............................................................................................................
Other.................................................................................................................................
Receivables .........................................................................................................................
Inventories...........................................................................................................................
Investments in MidAmerican Energy Holdings Company..................................................
Assets of finance and financial products businesses ...........................................................
Property, plant and equipment.............................................................................................
Goodwill of acquired businesses.........................................................................................
Other assets .........................................................................................................................

LIABILITIES AND SHAREHOLDERS’ EQUITY
Losses and loss adjustment expenses ..................................................................................
Unearned premiums ............................................................................................................
Accounts payable, accruals and other liabilities..................................................................
Income taxes........................................................................................................................
Borrowings under investment agreements and other debt...................................................
Liabilities of finance and financial products businesses .....................................................

Minority shareholders’ interests..........................................................................................
Shareholders’ equity:
Common Stock:*

Class A Common Stock, $5 par value

December 31,
2001

2000

$    5,313

$    5,263

36,509
28,675
1,974
11,926
2,213
1,826
41,591
4,776
21,407
      6,542

32,567
37,619
1,637
11,764
1,275
1,719
16,829
2,699
18,875
      5,545

$162,752

$135,792

$  40,716
4,814
9,626
7,021
3,485
    37,791

$  33,022
3,885
8,374
10,125
2,663
    14,730

  103,453

    72,799

      1,349

      1,269

and Class B Common Stock, $0.1667 par value.........................................................
Capital in excess of par value...........................................................................................
Accumulated other comprehensive income......................................................................
Retained earnings .............................................................................................................

8
25,607
12,891
    19,444

8
25,524
17,543
    18,649

Total shareholders’ equity ..........................................................................................

    57,950

    61,724

$162,752

$135,792

*  Class B Common Stock has economic rights equal to one-thirtieth (1/30) of the economic rights of Class A
Common Stock.   Accordingly, on an equivalent Class A Common Stock basis, there are 1,528,217 shares
outstanding at December 31, 2001 versus 1,526,230 shares outstanding at December 31, 2000.

See accompanying Notes to Consolidated Financial Statements

22

BERKSHIRE HATHAWAY INC.
and Subsidiaries
CONSOLIDATED STATEMENTS OF EARNINGS
(dollars in millions except per share amounts)

Year Ended December 31,
2000

2001

1999

Revenues:

Insurance premiums earned...............................................................
Sales and service revenues ................................................................
Interest, dividend and other investment income ................................
Income from MidAmerican Energy Holdings Company ..................
Income from finance and financial products businesses ...................
Realized investment gain...................................................................

$17,905
14,902
2,765
165
568
   1,363

$19,343
7,361
2,686
105
556
   3,955

$14,306
5,918
2,314
—
125
   1,365

Cost and expenses:

Insurance losses and loss adjustment expenses .................................
Insurance underwriting expenses ......................................................
Cost of products and services sold ....................................................
Selling, general and administrative expenses ....................................
Goodwill amortization.......................................................................
Interest expense .................................................................................

Earnings before income taxes and minority interest.......................
Income taxes......................................................................................
Minority interest................................................................................

Net earnings ........................................................................................

 37,668

 34,006

 24,028

18,398
3,574
10,446
3,000
572
      209

 36,199

1,469
620
        54

$    795

17,332
3,632
4,893
1,703
715
      144

 28,419

5,587
2,018
      241

$ 3,328

12,518
3,220
4,065
1,164
477
      134

 21,578

2,450
852
        41

$ 1,557

Average common shares outstanding * .............................................

1,527,234

1,522,933

1,519,703

Net earnings per common share *.....................................................

$    521

$ 2,185

$ 1,025

*     Average  shares outstanding  include average  Class A  Common  shares and  average  Class  B  Common
shares  determined  on  an  equivalent  Class  A  Common  Stock  basis.  Net  earnings  per  common  share
shown above represents net earnings per equivalent Class A Common share. Net earnings per Class B
Common share is equal to one-thirtieth (1/30) of such amount or $17 per share for 2001, $73 per share
for 2000, and $34 per share for 1999.

See accompanying Notes to Consolidated Financial Statements

23

BERKSHIRE HATHAWAY INC.
and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in millions)

Cash flows from operating activities:

 Net earnings................................................................................................
 Adjustments to reconcile net earnings to cash flows
 from operating activities:
Realized investment gain............................................................................
Depreciation and amortization....................................................................
Changes in assets and liabilities before effects from

business acquisitions:
Losses and loss adjustment expenses.......................................................
Deferred charges – reinsurance assumed .................................................
Unearned premiums .................................................................................
Receivables ..............................................................................................
Accounts payable, accruals and other liabilities ......................................
Finance businesses trading activities .......................................................
Income taxes ............................................................................................
Other...........................................................................................................

Year Ended December 31,
1999
2000
2001

$   795

$3,328

$1,557

(1,363)
1,076

(3,955)
997

(1,365)
688

7,571
(498)
929
219
(339)
(1,083)
(329)
     (404)

5,976
(1,075)
97
(3,062)
660
(1,126)
757
       350

3,790
(958)
394
(834)
(5)
473
(1,395)
     (145)

Net cash flows from operating activities ....................................................

    6,574

    2,947

    2,200

Cash flows from investing activities:

 Purchases of securities with fixed maturities..............................................
 Purchases of equity securities.....................................................................
 Proceeds from sales of securities with fixed maturities..............................
 Proceeds from redemptions and maturities of securities

with fixed maturities ................................................................................
 Proceeds from sales of equity securities.....................................................
 Loans and investments originated in finance businesses............................
 Principal collection on loans and investments
 originated in finance businesses .................................................................
 Acquisitions of businesses, net of cash acquired........................................
 Other...........................................................................................................

(16,475)
(1,075)
8,470

(16,550)
(4,145)
13,119

(18,380)
(3,664)
4,509

4,305
3,881
(9,502)

2,530
6,870
(857)

2,833
4,355
(2,526)

4,126
(4,697)
     (727)

1,142
(3,798)
      (582)

845
(153)
     (417)

Net cash flows from investing activities.....................................................

(11,694)

   (2,271)

(12,598)

Cash flows from financing activities:

 Proceeds from borrowings of finance businesses .......................................
 Proceeds from other borrowings.................................................................
 Repayments of borrowings of finance businesses ......................................
 Repayments of other borrowings................................................................
 Change in short term borrowings of finance businesses.............................
 Changes in other short term borrowings.....................................................
 Other...........................................................................................................

6,288
824
(865)
(798)
826
(377)
       116

120
681
(274)
(806)
500
324
       (75)

736
1,118
(46)
(1,333)
(311)
340
     (137)

Net cash flows from financing activities ....................................................

    6,014

       470

      367

Increase (decrease) in cash and cash equivalents .......................................
Cash and cash equivalents at beginning of year ...............................................

894
    5,604

1,146
    4,458

(10,031)
  14,489

Cash and cash equivalents at end of year *..................................................

$  6,498

$  5,604

$  4,458

* Cash and cash equivalents at end of year are comprised of the following:

Finance and financial products businesses ................................................
Other...........................................................................................................

$  1,185
    5,313
$  6,498

$     341
    5,263
$  5,604

$     623
    3,835
$  4,458

See accompanying Notes to Consolidated Financial Statements

24

BERKSHIRE HATHAWAY INC.
and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(dollars in millions)

Class A & B
Common
Stock

Capital in
Excess of
Par Value

$     8

$25,121

88

Accumulated
Other
Comprehensive
Income

$18,510

Retained
Earnings

$13,764
1,557

Comprehensive
Income

$ 1,557

(795)

(1,365)
(16)
      889
 (1,287)
$    270

$ 3,328

$4,402

(3,955)

(153)
         26
       320
$  3,648

$     795

(5,706)

(1,363)

(151)
   2,568
  (4,652)
$(3,857)

(795)

(1,365)
(16)
889

______

$17,223

4,402

(3,955)

(153)
26

______

$17,543

(5,706)

(1,363)

(151)
2,568

______

$12,891

Balance December 31, 1998....................
Net earnings..............................................
Exercise of stock options issued in
connection with business acquisitions ......
Other comprehensive income items:
Unrealized appreciation of investments....
Reclassification adjustment for
appreciation included in net earnings .......
Foreign currency translation losses...........
Income taxes and minority interests .........
Other comprehensive income ...................
Total comprehensive income ....................

Balance December 31, 1999....................
Net earnings..............................................
Common stock issued in connection
with business acquisitions.........................
Exercise of stock options issued in
connection with business acquisitions ......
Other comprehensive income items:
Unrealized appreciation of investments....
Reclassification adjustment for
appreciation included in net earnings .......
Foreign currency translation losses and
other ..........................................................
Income taxes and minority interests .........
Other comprehensive income ...................
Total comprehensive income ....................

Balance December 31, 2000....................
Net earnings..............................................
Exercise of stock options issued in
connection with business acquisitions ......
Other comprehensive income items:
Unrealized appreciation of investments....
Reclassification adjustment for
appreciation included in net earnings .......
Foreign currency translation losses and
other ..........................................................
Income taxes and minority interests .........
Other comprehensive income ...................
Total comprehensive income ....................

_____

$     8

______

_______

$25,209

$15,321
3,328

224

91

_____

$      8

______

______

$25,524

$18,649
795

83

_____

______

______

Balance December 31, 2001....................

$      8

$25,607

$19,444

See accompanying Notes to Consolidated Financial Statements

25

BERKSHIRE HATHAWAY INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001

(1)

Significant accounting policies and practices

(a)

Nature of operations and basis of consolidation
Berkshire Hathaway Inc. ("Berkshire" or "Company") is a holding company owning subsidiaries engaged in
a number of diverse business activities. The most important of these are property and casualty insurance
businesses  conducted  on  both  a  direct  and  reinsurance  basis.  Further  information  regarding  these
businesses  and  Berkshire's  other  reportable  business  segments  is  contained  in  Note  19.    Berkshire
initiated  and/or  consummated  several  business  acquisitions  over  the  past  three  years.    The  significant
business  acquisitions  are  described  more  fully  in  Note  2.    The  accompanying  Consolidated  Financial
Statements  include  the  accounts  of  Berkshire  consolidated  with  accounts  of  all  its  subsidiaries.
Intercompany accounts and transactions have been eliminated.  Certain amounts in 2000 and 1999 have
been reclassified to conform with current year presentation.

Since acquired in December 1998 and through the third quarter of 2000, the international property/casualty
and  global  life/health  reinsurance  activities  of  General  Re  were  reported  in  Berkshire’s  financial
statements  based  on  a  one-quarter  lag  to  facilitate  the  timely  completion  of  the  Consolidated  Financial
Statements.  During the fourth quarter of 2000, General Re implemented a number of procedural changes
and  improvements  to  allow  reporting  of  these  businesses  without  the  one-quarter  lag.    Accordingly,
Berkshire’s Consolidated Statements of Earnings and Cash Flows for the year ended December 31, 2000
include five quarters of results of operations and cash flows of these operations.  The effect of eliminating
the one-quarter lag in reporting was not significant to Berkshire’s Consolidated Statement of Earnings for
the year ending December 31, 2000.

(b) Use of estimates in preparation of financial statements

(c)

(d)

The preparation of the Consolidated Financial Statements in conformity with generally accepted accounting
principles  ("GAAP")  requires  management  to  make  estimates  and  assumptions  that  affect  the  reported
amount  of  assets  and  liabilities  at  the  date  of  the  financial  statements  and  the  reported  amount  of
revenues and expenses during the period.  In particular, estimates of unpaid losses and loss adjustment
expenses  for  property  and  casualty  insurance  are  subject  to  considerable  estimation  error  due  to  the
inherent uncertainty in projecting ultimate claim amounts that will be reported and settled over a period
of  many  years.    Actual  results  may  differ  from  the  estimates  and  assumptions  used  in  preparing  the
Consolidated Financial Statements.

Cash equivalents
Cash equivalents consist of funds invested in money market accounts and in investments with a maturity of

three months or less when purchased.

Investments
Berkshire’s management determines the appropriate classifications of investments at the time of acquisition
and re-evaluates the classifications at each balance sheet date.  Investments may be classified as held-for-
trading,  held-to-maturity,  or,  when  neither  of  those  classifications  is  appropriate,  as  available-for-sale.
Berkshire’s investments in fixed maturity and equity securities are primarily classified as available-for-
sale,  except  for  certain  investments,  which  are  classified  as  held-to-maturity.    Held-to-maturity
investments are carried at amortized cost, reflecting Berkshire’s intent and ability to hold the securities to
maturity.  Available-for-sale securities are stated at fair value with net unrealized gains or losses reported
as a separate component in shareholders’ equity.  Realized gains and losses, which arise when available-
for-sale investments are sold (as determined on a specific identification basis) or other-than-temporarily
impaired are included in the Consolidated Statements of Earnings.

Other investments include investments in commodities, limited partnerships and warrants, which are carried
at  fair  value  in  the  accompanying  Consolidated  Balance  Sheets.    Realized  and  unrealized  gains  and
losses  associated  with  these  investments  are  included  in  the  Consolidated  Statements  of  Earnings  as  a
component of realized investment gain.

Accounting  policies  and  practices  for  investments  held  by  finance  and  financial  products  businesses  are

described in Note 9.

26

(1)  Significant accounting policies and practices (Continued)

(e) 

(f) 

Inventories
Inventories are stated at the lower of cost or market.  Cost with respect to manufactured goods includes raw
materials, direct and indirect labor and factory overhead.  Approximately 46% of the total inventory cost
was determined using the first-in-first-out (FIFO) method with the remainder valued using the last-in-
first-out (LIFO) method.  With respect to inventories carried at LIFO cost, the aggregate difference in
value between LIFO cost and cost determined under FIFO methods was not material as of December 31,
2001 and December 31, 2000.

Property, plant and equipment
Property, plant and equipment is recorded at cost.  Depreciation is provided principally on the straight-line
method over estimated useful lives as follows:  aircraft, simulators, training equipment and spare parts, 4
to 20 years; buildings and improvements, 10 to 40 years; machinery, equipment, furniture and fixtures, 3
to  20  years.    Leasehold  improvements  are  amortized  over  the  life  of  the  lease  or  the  life  of  the
improvement, whichever is shorter.  Interest is capitalized as an integral component of cost during the
construction period of simulators and facilities and is amortized over the life of the related assets.

(g) Goodwill of acquired businesses

Goodwill of acquired businesses represents the difference between purchase cost and the fair value of the
net assets of acquired businesses and is being amortized on a straight-line basis generally over 40 years.
The  Company  periodically  reviews  the  recoverability  of  the  carrying  value  of  goodwill  of  acquired
businesses  to  ensure  it  is  appropriately  valued.    In  the  event  that  a  condition  is  identified  which  may
indicate an impairment issue exists, an assessment is performed using a variety of methodologies.

As  a  result  of  new  accounting  standards  issued  in  June  2001,  accounting  for  goodwill  has  changed.
Goodwill arising from business acquisitions after July 1, 2001 is subject to an impairment only model,
instead of an amortization and impairment model.  See Note 1(n) below for further discussion of these
new standards.

During  the  fourth  quarter  of  2000,  Berkshire  management  concluded  that  an  impairment  of  goodwill
existed  with  respect  to  the  Dexter  Shoe  business.    Goodwill  amortization  shown  in  the  accompanying
Consolidated  Statements  of Earnings  for  2000  includes  a  goodwill  impairment  charge  of  $219  million
related to this business.

Revenue recognition
Insurance  premiums  for  prospective  property/casualty  insurance  and  reinsurance  and  health  reinsurance
policies are earned in proportion to the level of insurance protection provided.  In most cases, premiums
are recognized as revenues ratably over their terms with unearned premiums computed on a monthly or
daily pro rata basis.  Premium adjustments on contracts and audit premiums are based on estimates made
over  the  contract  period.    Consideration  received  for  retroactive  reinsurance  policies  is  recognized  as
premiums  earned  at  the  inception  of  the  contracts.    Premiums  for  life  contracts  are  earned  when  due.
Premiums earned are stated net of amounts ceded to reinsurers.

Revenues  from  product  sales  are  recognized  upon  passage  of  title  to  the  customer,  which  coincides  with
customer pickup, product shipment, delivery or acceptance, depending on terms of the sales arrangement.
Service revenues are recognized as the services are performed.  Services provided pursuant to a contract
are  either  recognized  over  the  contract  period,  or  upon  completion  of  the  elements  specified  in  the
contract, depending on the terms of the contract.

Insurance premium acquisition costs
Certain costs of acquiring insurance premiums are deferred, subject to ultimate recoverability, and charged
to  income  as  the  premiums  are  earned.    Acquisition  costs  consist  of  commissions,  premium  taxes,
advertising  and  other  underwriting  costs.    The  recoverability  of  premium  acquisition  costs,  generally,
reflects anticipation of investment income.  The unamortized balances of deferred premium acquisition
costs are included in other assets and were $1,029 million and $916 million at December 31, 2001 and
2000, respectively.

(h)

(i)

27

Notes to Consolidated Financial Statements (Continued)

(1) Significant accounting policies and practices (Continued)

(j)

Losses and loss adjustment expenses
Liabilities for unpaid losses and loss adjustment expenses represent estimated claim and claim settlement
costs  of  property/casualty  insurance  and  reinsurance  contracts.    The  liabilities  for  losses  and  loss
adjustment  expenses  are  recorded  at  the  estimated  ultimate  payment  amounts,  except  that  amounts
arising  from  certain  reinsurance  businesses  are  discounted  as  discussed  below.    Estimated  ultimate
payment amounts are based upon (1) individual case estimates, (2) estimates of incurred-but-not-reported
losses, based upon past experience and (3) reports of losses from ceding insurers.

The  estimated  liabilities  of  workers’  compensation  claims  assumed  by  General  Re  under  reinsurance
contracts  and  liabilities  assumed  under  structured  settlement  reinsurance  contracts  by  Berkshire
Hathaway  Reinsurance  Group  are  carried  in  the  Consolidated  Balance  Sheets  at  discounted  amounts.
Discounted amounts pertaining to General Re’s workers’ compensation risks are based upon an annual
discount rate of 4.5%.  The discounted amounts for structured settlement reinsurance contracts are based
upon the prevailing market discount rates when the contracts were written and range from 5% to 13%.
The periodic discount accretion is included in the Consolidated Statements of Earnings as a component
of losses and loss adjustment expenses.

(k) Deferred charges-reinsurance assumed

(l)

(m)

(n)

The excess of estimated liabilities for claims and claim costs over the consideration received with respect to
retroactive property and casualty reinsurance contracts that provide for indemnification of insurance risk
is established as a deferred charge at inception of such contracts.  The deferred charges are subsequently
amortized  using  the  interest  method  over  the  expected  settlement  periods  of  the  claim  liabilities.    The
periodic amortization charges are reflected in the accompanying Consolidated Statements of Earnings as
losses and loss adjustment expenses.

Reinsurance
Provisions  for  losses  and  loss  adjustment  expenses  are  reported  in  the  accompanying  Consolidated
Statements  of  Earnings  after  deducting  amounts  recovered  and  estimates  of  amounts  recoverable  under
reinsurance  contracts.    Reinsurance  contracts  do  not  relieve  the  ceding  company  of  its  obligations  to
indemnify  policyholders  with  respect  to  the  underlying  insurance  and  reinsurance  contracts.    Estimated
losses and loss adjustment expenses recoverable under reinsurance contracts are included in receivables.

Foreign currency
The accounts of several foreign-based subsidiaries are measured using the local currency as the functional
currency.    Revenues  and  expenses  of  these  businesses  are  translated  into  U.S.  dollars  at  the  average
exchange rate for the period.  Assets and liabilities are translated at the exchange rate as of the end of the
reporting period.  Gains or losses from translating the financial statements of foreign-based operations are
included  in  shareholders’  equity  as  a  component  of  other  comprehensive  income.    Gains  and  losses
arising  from  other  transactions  denominated  in  a  foreign  currency  are  included  in  the  Consolidated
Statements of Earnings.

Accounting pronouncements to be adopted subsequent to December 31, 2001
In  June  2001,  the  Financial  Accounting  Standards  Board  (“FASB”)  issued  two  Statements  of  Financial
Accounting  Standards  (“SFAS”).    SFAS  No.  141  “Business  Combinations”  requires  usage  of  the
purchase method for all business combinations initiated after June 30, 2001, and prohibits the usage of
the  pooling  of  interests  method.    The  provisions  of  SFAS  No.  141  relating  to  the  application  of  the
purchase method are generally effective for business combinations completed after July 1, 2001.

SFAS No. 142 “Goodwill and Other Intangible Assets” changes the current accounting model that requires
amortization of goodwill, supplemented by impairment tests, to an accounting model that is based solely
upon impairment tests.  SFAS No. 142 also provides guidance on accounting for identifiable intangible
assets that may or may not require amortization.  The provisions of SFAS No. 142 related to accounting
for  goodwill  and  intangible  assets  will  be  generally  effective  for  Berkshire  at  the  beginning  of  2002,
except, among other things, that goodwill and identifiable intangible assets with indefinite lives arising
from combinations completed after July 1, 2001 are not being amortized.

28

(1) Significant accounting policies and practices (Continued)

(n)

Accounting pronouncements to be adopted subsequent to December 31, 2001 (Continued)
SFAS  No.  144  “Accounting  for  the  Impairment  or  Disposal  of  Long-Lived  Assets”  generally  retains  the
basic accounting model for the identification and measurement of impairments to long-lived assets to be
held and such assets to be disposed.  SFAS No. 144 also addresses several implementation and financial
statement presentation issues not previously addressed under GAAP.  The provisions of SFAS No. 144
will be effective for Berkshire at the beginning of 2002.

Although Berkshire has not completed its assessment of these new accounting standards, it expects that the
provisions  of  SFAS  No.  142  related  to  accounting  for  goodwill  will  have  a  significant  impact  on  its
consolidated  earnings  in  2002  when  compared  to  consolidated  earnings  for  years  prior  to  2002.    The
accompanying  Consolidated  Statement  of  Earnings  for  2001  includes  goodwill  amortization  of  $572
million.  Additionally Berkshire’s equity income from its investment in MidAmerican Energy Holdings
Company includes its share of MidAmerican’s $96 million of goodwill amortization.

(2) Significant business acquisitions

During  2001,  Berkshire  completed  four  significant  business  acquisitions.    Information  concerning  these

acquisitions follows.

Shaw Industries, Inc. (“Shaw”)
On January 8, 2001, Berkshire acquired approximately 87.3% of the common stock of Shaw for $19 per share or
$2.1 billion in total.  An investment group consisting of Robert E. Shaw, Chairman and CEO of Shaw, Julian D. Saul,
President  of  Shaw,  certain  family  members  and  related  family  interests  of  Messrs.  Shaw  and  Saul,  and  certain  other
directors and members of management acquired the remaining 12.7% of Shaw.  In January 2002, Berkshire acquired all
of the shares of Shaw held by the investment group in exchange for 4,505 shares of Berkshire Class A common stock
and 7,063 shares of Class B common stock.

Shaw  is  the  world’s  largest  manufacturer  of  tufted  broadloom  carpet  and  rugs  for  residential  and  commercial
applications throughout the U.S. and exports to most markets worldwide. Shaw markets its residential and commercial
products under a variety of brand names.

Johns Manville Corporation (“Johns Manville”)
On February 27, 2001, Berkshire acquired Johns Manville.  Berkshire purchased all of the outstanding shares of
Johns Manville common stock for $13 per share or $1.8 billion in total.  Johns Manville is a leading manufacturer of
insulation  and  building  products.    Johns  Manville  manufactures  and  markets  products  for  building  and  equipment
insulation, commercial and industrial roofing systems, high-efficiency filtration media, and fibers and non-woven mats
used as reinforcements in building and industrial applications.

MiTek Inc. (“MiTek”)
On July 31, 2001, Berkshire acquired a 90% equity interest in MiTek from Rexam PLC for approximately $400
million.    Existing  MiTek  management  acquired  the  remaining  10%  interest.    MiTek,  headquartered  in  Chesterfield,
Missouri,  produces  steel  connector  products,  design  engineering  software  and  ancillary  services  for  the  building
components market.

XTRA Corporation (“XTRA”)
On September 20, 2001, Berkshire acquired XTRA through a cash tender offer and subsequent statutory merger
for all of the outstanding shares.  Holders of XTRA common stock received aggregate consideration of approximately
$578  million.    XTRA,  headquartered  in  Westport,  Connecticut,  is  a  leading  operating  lessor  of  transportation
equipment, including over-the-road trailers, marine containers and intermodal equipment.

In  addition,  Berkshire  completed  six  significant  acquisitions  in  2000.    Information  concerning  five  of  these
acquisitions follows.  Information concerning the other acquisition is contained in Note 3 (Investments in MidAmerican
Energy Holdings Company).

CORT Business Services Corporation (“CORT”)
Effective  February  18,  2000,  Wesco  Financial  Corporation,  an  indirect  80.1%  owned  subsidiary  of  Berkshire,
acquired CORT.  CORT is a leading national provider of rental furniture, accessories and related services in the “rent-
to-rent” segment of the furniture industry.

Ben Bridge Jeweler (“Ben Bridge”)
Effective  July  3,  2000,  Berkshire  acquired  Ben  Bridge.    Ben  Bridge  is  the  leading  operator  of  upscale  jewelry

stores based in major shopping malls in the Western U.S.

29

Notes to Consolidated Financial Statements (Continued)

(2) Significant business acquisitions (Continued)

Justin Industries, Inc. (“Justin”)
Effective  August  1,  2000,  Berkshire  acquired  Justin.    Principal  businesses  of  Justin  include:  Acme  Building
Brands, a leading manufacturer and producer of face brick,  concrete  masonry  products  and  ceramic  and  marble  floor
and wall tile and Justin Brands, a leading manufacturer of Western footwear under a number of brand names.

U.S. Investment Corporation (“USIC”)
Effective August 8, 2000, Berkshire acquired USIC.  USIC is the parent of the United States Liability Insurance

Group, one of the premier U.S. writers of specialty insurance.

Benjamin Moore & Co. (“Benjamin Moore”)
Effective  December  18,  2000,  Berkshire  acquired  Benjamin  Moore.    Benjamin  Moore  is  a  formulator,
manufacturer and retailer of a broad range of architectural and industrial coatings, available principally in the U.S. and
Canada.

Aggregate  consideration  paid  for  the  five  business  acquisitions  consummated  in  2000  totaled  $2,370  million,

consisting of $2,146 million in cash and the remainder in Berkshire Class A and Class B common stock.

Each of the business acquisitions described above was accounted for under the purchase method. The excess of the
purchase cost of the business over the fair value of net assets acquired was recorded as goodwill of acquired businesses.

The  results  of  operations  for  each  of  the  nine  entities  acquired  in  2001  and  2000  are  included  in  Berkshire’s
consolidated  results  of  operations  from  the  effective  date  of  each  merger.    The  following  table  sets  forth  certain
unaudited  consolidated  earnings  data  for  2001  and  2000,  as  if  each  of  the  acquisitions  discussed  above  were
consummated on the same terms at the beginning of each year.  Dollars are in millions except per share amounts.

Total revenues ............................................................................................................................
Net earnings ...............................................................................................................................
Earnings per equivalent Class A Common Share......................................................................

2001
$38,137
803
526

2000
$41,724
3,420
2,243

During the second half of 2001 Berkshire initiated two additional business acquisitions which had not closed as of

December 31, 2001.  Information concerning these transactions follows.

Albecca Inc. (“Albecca”)
Effective February 8, 2002, Berkshire acquired for cash all of the outstanding shares of Albecca.  Albecca designs,
manufactures  and  distributes  a  complete  line  of  high-quality  custom  picture  framing  products  primarily  under  the
Larson-Juhl name.

Fruit of the Loom (“FOL”)
On November 1, 2001, Berkshire announced that it had entered into an agreement with Fruit of the Loom, LTD.
and Fruit of the Loom, Inc. (together the “FOL entities”) to acquire the FOL  entities’  basic  apparel business.   Under
terms  of  the  agreement,  the  purchase  price  of  $835  million  in  cash  is  subject  to  significant  reduction  for  certain
liabilities, as well as adjustment upward or downward depending on working capital levels.

The  FOL  entities  are  currently  operating  as  debtors-in-possession  pursuant  to  its  Chapter  11  bankruptcy  filing
currently pending before the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).  On
January  2,  2002,  the  Bankruptcy  Court  issued  an  order  determining  Berkshire  as  the  successful  bidder  for  the  FOL
entities’ basic apparel business.  A hearing to determine whether the FOL reorganization plan is confirmed (such plan
contemplates the aforementioned sale of the basic apparel business to Berkshire) has been scheduled for April 4, 2002.
If the FOL reorganization plan is confirmed at that time, the closing will occur in the second quarter of 2002.

The FOL apparel business is a leading vertically integrated basic apparel company manufacturing and marketing
underwear, activewear, casualwear and childrenswear.  The FOL apparel business operates on a worldwide basis and
sells its products principally in North America under the Fruit of the Loom and BVD brand names.

(3)

Investments in MidAmerican Energy Holdings Company

On March 14, 2000, Berkshire invested approximately $1.24 billion in common stock and a non-dividend paying
convertible  preferred  stock  of  MidAmerican  Energy  Holdings  Company  (“MidAmerican”).    Such  investment  gave
Berkshire about a 9.7% voting interest and a 76% economic interest in MidAmerican on a fully-diluted basis.  Berkshire
subsidiaries also acquired approximately $455 million of an 11% non-transferable trust preferred security.  Mr. Walter
Scott,  Jr.,  a  member  of  Berkshire’s  Board  of  Directors,  controls  approximately  86%  of  the  voting  interest  in
MidAmerican.

30

(3)

Investments in MidAmerican Energy Holdings Company (Continued)

MidAmerican is a global leader in the production  of  energy from  diversified fuel sources  including  geothermal,
natural gas, hydroelectric, nuclear and coal.  MidAmerican also is a leader in the supply and distribution of energy in the
U.S. and U.K. consumer markets.

Berkshire’s  aggregate  investments  in  MidAmerican  are  included  in  the  Consolidated  Balance  Sheets  as
Investments in MidAmerican Energy Holdings Company.  Berkshire is accounting for its investments in the common
and non-dividend paying convertible preferred stock pursuant to the equity method.  The carrying value of these equity
method investments totaled $1,372 million at December 31, 2001 and $1,264 million at December 31, 2000.  The 11%
non-transferable trust preferred security is classified as a held-to-maturity security, and is carried at cost.

The  Consolidated  Statements  of  Earnings  reflect,  as  Income  from  MidAmerican  Energy  Holdings  Company,
Berkshire’s proportionate share of MidAmerican’s net income with respect to the investments accounted for pursuant to
the equity method, as well as interest earned on the 11% trust preferred security.  Income derived from equity method
investments  totaled  $115  million  in  2001  and  $66  million  for  the  period  beginning  on  March  14,  2000  and  ending
December 31, 2000.

Condensed  consolidated  balance  sheets  of  MidAmerican  as  of  December  31,  2001  and  2000  are  as  follows.

Amounts are in millions.

Assets:
Properties, plants, contracts and equipment, net...............................................
Goodwill ...........................................................................................................
Other assets.......................................................................................................

Liabilities and shareholders’ equity:
Term debt..........................................................................................................
Redeemable preferred securities.......................................................................
Other liabilities and minority interests..............................................................

Shareholders’ equity .........................................................................................

2001

2000

$  6,527
3,639
    2,452

$12,618

$  7,163
1,009
    2,734
10,906
    1,712

$12,618

$  5,349
3,673
    2,659

$11,681

$  5,919
1,032
    3,154
10,105
    1,576

$11,681

Condensed consolidated statements of earnings of MidAmerican for the year ending December 31, 2001 and for

the period from March 14, 2000 through December 31, 2000 are as follows.  Amounts are in millions.

2001

2000

Revenues:
Operating revenue.............................................................................................
Other income ....................................................................................................

Costs and expenses:
Cost of sales and operating expenses................................................................
Depreciation and amortization..........................................................................
Interest expense and minority interest ..............................................................

Income before taxes..........................................................................................

Income taxes.....................................................................................................
Cumulative effect of accounting change ..........................................................

Net income........................................................................................................

$  5,061
       276

    5,337

3,794
539
       606

    4,939

398

250
           5

$     143

$  3,946
         94

    4,040

3,041
383
       482

    3,906

134

53
         —

$       81

31

Notes to Consolidated Financial Statements (Continued)
Investments in securities with fixed maturities
(4)
Data with respect to investments in securities with fixed maturities are shown below (in millions).

Amortized
Cost(2)

Unrealized Unrealized

Gains

Losses

Fair
Value

December 31, 2001(1)

Available for sale:

Bonds:

U.S. Treasury securities and obligations of

U.S. government corporations and agencies..............

$  8,969

Obligations of states, municipalities

and political subdivisions...........................................
Obligations of foreign governments................................
Corporate bonds ..............................................................
Redeemable preferred stocks ..............................................
Mortgage-backed securities ................................................

Held to maturity securities .....................................................

7,390
2,460
5,802
93
  11,379

36,093
       290

$36,383

$  62

98
55
427
1
  257

900
    94

$994

$(212)

$  8,819

(43)
(15)
(498)
(4)
      (2)

(774)
      –

$(774)

7,445
2,500
5,731
90
  11,634

36,219
       384

$36,603

Amortized
Cost(2)

Unrealized Unrealized

Gains

Losses

Fair
Value

December 31, 2000(1)

Available for sale:

Bonds:

U.S. Treasury securities and obligations of

U.S. government corporations and agencies..............

$  3,662

Obligations of states, municipalities

and political subdivisions...........................................
Obligations of foreign governments................................
Corporate bonds ..............................................................
Redeemable preferred stocks ..............................................
Mortgage-backed securities ................................................

8,185
1,944
5,918
102
  12,609

$32,420

$  26

45
19
147
–
  275

$512

$   (9)

$  3,679

(57)
(20)
(209)
(5)
    (65)

$(365)

8,173
1,943
5,856
97
  12,819

$32,567

(1)  Amounts  above  exclude  securities  with  fixed  maturities  held  by  finance and  financial  products  businesses.  See
Note 9.
(2)  In  connection  with  the  acquisition  of  General  Re  on  December  21,  1998,  fixed  maturity  securities  with  a  fair
value  of  $17.6  billion  were  acquired.    Such  amount  was  approximately  $1.2  billion  in  excess  of  General  Re’s
historical  amortized  cost.    The  unamortized  excess  amount  was  $565  million  at  December  31,  2001  and  $680
million at December 31, 2000.

Shown below are the amortized cost and estimated fair values of securities with fixed maturities at December 31,
2001, by contractual maturity dates.  Actual maturities will differ from contractual maturities because issuers of certain of
the securities retain early call or prepayment rights.  Amounts are in millions.

Due in one year or less ...............................................................................................
Due after one year through five years ........................................................................
Due after five years through ten years........................................................................
Due after ten years......................................................................................................

Amortized
Cost
$  2,498
5,141
6,022
  11,281
24,942

Fair
Value
$  2,563
5,265
6,016
  11,063
24,907

Mortgage-backed securities........................................................................................

  11,441

  11,696

$36,383

$36,603

32

(5)

Investments in equity securities

Data with respect to investments in equity securities are shown below.  Amounts are in millions.

December 31, 2001

Common stock of:

American Express Company(1).............................................................................
The Coca-Cola Company.....................................................................................
The Gillette Company ..........................................................................................
Wells Fargo & Company .....................................................................................
Other equity securities.............................................................................................

December 31, 2000

Common stock of:

American Express Company(1).............................................................................
The Coca-Cola Company.....................................................................................
The Gillette Company ..........................................................................................
Wells Fargo & Company .....................................................................................
Other equity securities.............................................................................................

Unrealized
Gains

Cost

Fair
Value

$1,470
1,299
600
306
  4,868

$8,543

$  3,940
8,131
2,606
2,009
    3,446

$  5,410
9,430
3,206
2,315
    8,314

$20,132(2)

$28,675

Unrealized
Gains

Cost

Fair
Value

$  1,470
1,299
600
319
    6,714

$10,402

$  6,859
10,889
2,868
2,748
    3,853

$  8,329
12,188
3,468
3,067
  10,567

$27,217(2)

$37,619

(1) Common  shares  of  American  Express  Company  ("AXP")  owned  by  Berkshire  and  its  subsidiaries  possessed
approximately 11% of the voting rights of all AXP shares outstanding at December 31, 2001.  The shares are held
subject to various agreements with certain insurance and banking regulators which, among other things, prohibit
Berkshire from (i) seeking representation on the Board of Directors of AXP (Berkshire may agree, if it so desires,
at the request of management or the Board of Directors of AXP to have no more than one representative stand for
election to the Board of Directors of AXP) and (ii) acquiring or retaining shares that would cause its ownership of
AXP voting securities to equal or exceed 17% of the amount outstanding (should Berkshire have a representative
on the Board of Directors, such amount is limited to 15%). In connection therewith, Berkshire has entered into an
agreement with AXP which became effective when Berkshire's ownership interest in AXP voting securities reached
10% and will remain effective so long as Berkshire owns 5% or more of AXP's voting securities. The agreement
obligates Berkshire, so long as Kenneth Chenault is chief executive officer of AXP, to vote its shares in accordance
with the recommendations of AXP's Board of Directors. Additionally, subject to certain exceptions, Berkshire has
agreed not to sell AXP common shares to any person who owns 5% or more of AXP voting securities or seeks to
control AXP, without the consent of AXP.
(2) Net of unrealized losses of $143 million and $77 million as of December 31, 2001 and 2000, respectively.

(6) Realized investment gains (losses)

Realized gains (losses) from sales and redemptions of investments are summarized below (in millions).  Realized

losses include impairment charges of $247 million in 2001.

Equity securities and other investments —

Gross realized gains......................................................................................
Gross realized losses.....................................................................................

$1,522
(369)

$4,467
(317)

$1,507
(77)

Securities with fixed maturities —

Gross realized gains......................................................................................
Gross realized losses.....................................................................................

411
   (201)

153
   (348)

39
   (104)

2001

2000

1999

$1,363

$3,955

$1,365

33

Notes to Consolidated Financial Statements (Continued)
(7)

Receivables

Receivable balances as of December 31, 2001 and 2000 are as follows (in millions).

Insurance and reinsurance premiums............................................................................
Ceded loss reserves ......................................................................................................
Trade receivables and other..........................................................................................

2001

2000

$  5,571
2,959
    3,396

$11,926

$  5,624
2,997
    3,143

$11,764

(8)  Accounts payable, accruals and other liabilities

Accounts payable, accruals and other liabilities as of December 31, 2001 and 2000 are as follows (in millions).

Life and health insurance benefits ................................................................................
Other balances due to policyholders.............................................................................
Trade payables and other..............................................................................................

2001

2000

$  2,058
3,319
    4,249

$  9,626

$  1,959
3,554
    2,861

$  8,374

(9) 

Finance and financial products businesses

Berkshire’s  finance  and  financial  products  businesses  consist  of  numerous  businesses  engaged  in  a  variety  of
activities.  The principal business activities include proprietary investing (BH Finance), real estate financing (Berkshire
Hathaway Credit Corporation), transportation equipment leasing (XTRA Corporation, acquired in September 2001), risk
management  products  (General  Re  Securities  or  “GRS”),  annuities  (Berkshire  Hathaway  Life  Insurance  Company  of
Nebraska) and Berkadia LLC (see Note (c) below).

In  January  2002,  General  Re  announced  that  it  would  commence  a  long-term  run-off  of  GRS.  The  run-off  is
expected  to  occur  over  a  period  of  years,  during  which,  GRS  will  limit  its  new  business  to  certain  risk  management
transactions and will unwind its existing asset and liability positions in an orderly manner.

Assets and liabilities of Berkshire's finance and financial products businesses as of December 31, 2001 and 2000

are summarized below (in millions).

Assets
Cash and cash equivalents................................................................................................................
Investments in securities with fixed maturities:

Held-to-maturity, at cost (fair value $1,888 in 2001; $1,734 in 2000).........................................
Available-for-sale, at fair value (cost $21,125 in 2001; $880 in 2000)*......................................
Trading, at fair value (cost $2,297 in 2001; $5,194 in 2000) .......................................................
Trading account assets .....................................................................................................................
Loans and other receivables.............................................................................................................
Securities purchased under agreements to resell .............................................................................
Other.................................................................................................................................................

Liabilities
Securities sold under agreements to repurchase ..............................................................................
Securities sold but not yet purchased...............................................................................................
Trading account liabilities................................................................................................................
Notes payable and other borrowings**............................................................................................
Annuity reserves and policyholder liabilities...................................................................................
Other.................................................................................................................................................

2001

2000

$  1,185

$     341

1,813
21,061
2,252
5,561
6,262
333
    3,124

1,664
880
5,244
5,429
1,186
680
    1,405

$41,591

$16,829

$21,465
354
4,803
9,019
894
    1,256

$  3,386
715
4,974
2,116
868
    2,671

$37,791

$14,730

* Consists primarily of U.S. Treasury securities and obligations of U.S. government corporations and agencies.

** Payments of principal amounts of notes payable and other borrowings during the next five years are due as follows (in
millions).

2002
$2,405

2003
$490

2004
$459

2005
$73

2006
$5,022

34

(9) Finance and financial products businesses (Continued)

Income of Berkshire’s finance and financial products businesses is shown below (in millions).

Revenues
Interest income ........................................................................................
Realized investment gain.........................................................................
Unrealized investment gain (loss) ...........................................................
Other........................................................................................................

Cost and expenses
Annuity expenses ....................................................................................
Selling, general and administrative expenses ..........................................
Interest expense .......................................................................................

Earnings before income taxes...............................................................

2001

2000

1999

$1,377
120
5
       62

  1,564

57
180
     759

     996

$   568

$    910
367
177
       51

  1,505

54
123
     772

     949

$   556

$    737
103
(221)
     368

     987

53
228
     581

     862

$   125

Additional information regarding Berkshire’s finance and financial products business follows:

a) Significant accounting policies

Investment securities (principally fixed maturity and equity investments) that are acquired with the expectation of
selling  them  in  the  near  term  are  classified  as  trading  securities.    Such  assets  are  carried  at  fair  value.    Realized  and
unrealized gains and losses related to securities classified as trading are included in income.  Trading account assets and
liabilities  are  marked-to-market  on  a  daily  basis  and  represent  the  estimated  fair  values  of  derivatives  in  net  gain
positions  (assets)  and  in  net  loss  positions  (liabilities).    The  net  gains  and  losses  reflect  reductions  permitted  under
master netting agreements with counterparties.

Securities  purchased  under  agreements  to  resell  (assets)  and  securities  sold  under  agreements  to  repurchase
(liabilities) are accounted for as collateralized investments and borrowings and are recorded at the contractual resale or
repurchase amounts plus accrued interest.  Other investment securities owned and liabilities associated with investment
securities sold but not yet purchased are carried at fair value.

GRS is engaged as a dealer in various types of derivative instruments, including interest rate, currency and equity
swaps and options, as well as structured finance products.  These instruments are carried at their current estimates of fair
value,  which  is  a  function  of  underlying  interest  rates,  currency  rates,  security  values,  volatilities  and  the
creditworthiness of counterparties.  Future changes in these factors or a combination thereof may affect the fair value of
these  instruments  with  any  resulting  adjustment  to  be  included  currently  in  the  Consolidated  Statements  of  Earnings.
The  net  fair  values  of  derivative  contracts  reflect  the  legal  right  to  net  transactions  through  qualifying  master  netting
arrangements with various counterparties.  The carrying values of trading account assets and trading account liabilities
reflect a net decrease of $18,129 million at December 31, 2001 and $14,275 million at December 31, 2000 as a result of
the netting arrangements.

Annuity reserves and policyholder liabilities are carried at the present value of the actuarially determined ultimate
payment amounts discounted at market interest rates existing at the inception of the contracts.  Such interest rates range
from 5% to 8%.  Periodic accretions of the discounted liabilities are included in annuity expenses.

b) Derivative instruments

Interest rate, currency and equity swaps are agreements between two parties to exchange, at particular  intervals,
payment  streams  calculated  on  a  specified  notional  amount.    Interest  rate,  currency  and  equity  options  grant  the
purchaser the right, but not the obligation, to either purchase from or sell to the writer a specified financial instrument
under  agreed  terms.    Interest  rate  caps  and  floors  require the  writer  to  pay  the  purchaser  at  specified  future  dates  the
amount, if any, by which the option’s underlying market interest rate exceeds the fixed cap or falls below the fixed floor,
applied to a notional amount.

Futures contracts are commitments to either purchase or sell a financial instrument at a future date for a specified
price  and  are  generally  settled  in  cash.    Forward-rate  agreements  are  financial  instruments  that  settle  in  cash  at  a
specified  future  date  based  on  the  differential  between  agreed  interest  rates  applied  to  a  notional  amount.    Foreign
exchange contracts generally involve the exchange of two currencies at agreed rates on a specified date; spot contracts
usually require the exchange to occur within two business days of the contract date.

35

Notes to Consolidated Financial Statements (Continued)
(9) Finance and financial products businesses (Continued)

b)  Derivative instruments (Continued)
The  derivative  financial  instruments  involve,  to  varying  degrees,  elements  of  market,  credit,  and  liquidity  risks.
Market risk is the possibility that future changes in market conditions may make the derivative financial instrument less
valuable.    The  level  of  market  risk  is  influenced  by  factors  such  as  volatility,  correlation  and  liquidity.    GRS  controls
market  risk  exposures  by  taking  offsetting  positions  in  either  cash  instruments  or  other  derivatives.    GRS  manages  its
exposures on a portfolio basis and monitors its market risk on a daily basis across all products by calculating the effect on
operating results of potential changes in market variables over a one week period.  GRS has established $22 million as its
value at risk (VAR) limit with a 99th percentile confidence interval for potential losses over a weekly horizon.

Credit  risk  is  defined  as  the  possibility  that  a  loss  may  occur  from  the  failure  of  another  party  to  perform  in
accordance with the terms of the contract which exceeds the value of existing collateral, if any.  The derivative’s risk of
credit  loss  is  generally  a  small  fraction  of  notional  value  of  the  instrument  and  is  represented  by  the  fair  value  of  the
derivative financial instrument.  GRS evaluates and records a fair value adjustment against trading revenue to recognize
counterparty credit exposure and future costs associated with administering each contract.  The fair value adjustment for
counterparty credit exposures and future administrative costs on existing contracts was $126.1 million at December 31,
2001.    Counterparty  credit  limits  are  established,  and  credit  exposures  are  monitored  in  accordance  with  these  limits.
GRS  receives  cash  and/or  investment  grade  securities  from  certain  counterparties  as  collateral  and,  where  appropriate,
may purchase credit insurance or enter into other transactions to mitigate its credit exposure.  GRS also incorporates into
contracts  with  certain  counterparties  provisions  which  allow  the  unwinding  of  these  transactions  in  the  event  of  a
downgrade in credit rating or other indications of decline in creditworthiness of the counterparty.

At  December  31,  2001,  GRS  had  accepted  collateral  that  is  permitted  by  contract  or  industry  practice  to  sell  or
repledge  with  a  fair  value  of  $1,150  million.    Of  the  securities  held  as  collateral,  approximately  $41  million  were
repledged as of December 31, 2001.  At December 31, 2001, securities owned by GRS with a fair value of approximately
$347  million  (which  includes  $41  million  of  repledged  securities  as  described  above)  were  pledged  against  derivative
transactions with a fair value of $550  million.    Further,  securities  with  a  fair  value  of  approximately  $97  million  were
pledged  against  futures  positions  at  two  futures  clearing  brokers.    Contractual  terms  with  counterparties  often  require
additional collateral to be posted immediately in the event of a decline in the financial rating of the counterparty or its
guarantor.

Assuming  non-performance  by  all  counterparties  on  all  contracts  potentially  subject  to  a  loss,  the  maximum
potential loss, based on the cost of replacement, net of collateral held, at market rates prevailing at December 31, 2001
approximated $4,375 million.  The following table presents GRS’s derivatives portfolio by counterparty credit quality and
maturity at December 31, 2001.  The amounts shown under gross exposure in the table are before consideration of netting
arrangements  and  collateral  held  by  GRS.    Net  fair  value  shown  in  the  table  represents  unrealized  gains  on  financial
instrument contracts in gain positions, net of any unrealized loss owed to these counterparties on offsetting positions.  Net
exposure shown in the table that follows is net fair value less collateral held by GRS.  Amounts are in millions.

Gross Exposure

0 – 5

6 – 10

Over 10

Total

Net Fair
Value

Net
Exposure

Percentage
of Total

Credit quality

AAA .......................................
AA ..........................................
A.............................................
BBB and Below......................

Total

$  1,735
4,913
3,224
    1,050
$10,922

$   738
3,761
2,238
     404
$7,141

$1,058
2,719
1,681
     133
$5,591

$  3,531
11,393
7,143
    1,587
$23,654

$1,295
2,521
1,338
     371
$5,525

$1,295
1,969
1,033
       78
$4,375

29%
45
24
    2
100%

Liquidity risk can arise from funding of GRS’s portfolio of open transactions.  Movements in underlying market
variables  affect  both  future  cash  flows  related  to  the  transactions  and  collateral  required  to  cover  the  value  of  open
positions.  Strategies have been developed to ensure GRS has sufficient resources to cover its potential liquidity needs
through its access to General Re Corporation’s (the parent  company  of  GRS)  internal  sources of  liquidity,  commercial
paper program, lines of credit and medium-term program.

c) Berkadia LLC

On August 21, 2001, Berkshire and Leucadia National Corporation (“Leucadia”), through Berkadia LLC, a newly
formed and jointly owned entity formed for this purpose, loaned $5.6 billion on a senior secured basis (the “Berkadia
Loan”) to FINOVA Capital Corporation, (“FNV Capital”) a subsidiary of The FINOVA Group (“FNV”).  The Berkadia
Loan was made in connection with a restructuring of all  of FNV  Capital’s outstanding bank debt  and publicly  traded
debt securities.  As of December 31, 2001, the unpaid balance of the Berkadia Loan was $4.9 billion and is included in
loans and other receivables.

36

(9) Finance and financial products businesses (Continued)

c) Berkadia LLC (Continued)

Berkadia financed the entire Berkadia Loan through a third party lending facility led by Fleet Bank (“Fleet Loan”).
Both the Berkadia Loan and the Fleet Loan are due on August 20, 2006.  Under the terms of the Fleet Loan, Berkadia is
obligated to use the proceeds received from principal prepayments on the Berkadia Loan to prepay the Fleet Loan. Since
the end of 2001, FNV Capital has prepaid $1.0 billion aggregate principal amount of the Berkadia Loan and Berkadia
has repaid a like amount to its lenders.  The Fleet Loan is collateralized by the Berkadia Loan.  Among other things, the
Fleet Loan requires that FNV maintain a minimum ratio of its consolidated assets to the outstanding Fleet Loan balance.
Berkadia is required to pay down the loan to the extent such ratio is under the minimum.  Berkshire provided Berkadia’s
lenders with a 90% primary guaranty of the Berkadia Loan and also provided a secondary guaranty to the 10% primary
guaranty  provided  by  Leucadia.    Berkshire  has  a  90%  economic  interest  in  Berkadia’s  loan  to  FNV  Capital  and
Berkadia’s borrowings from the lending facility.

In connection with the restructuring and concurrent with the loan to FNV Capital, Berkadia received 61,020,581
shares of FNV  common  stock  representing  50% of  the  total  FNV  outstanding  shares.    Berkadia  initially  recorded  the
FNV common stock at fair value and subsequently accounted for the stock pursuant to the equity method.  The value
assigned  to  the  stock  increased  the  discount  on  the  Berkadia  Loan,  which  will  subsequently  be  accreted  into  interest
income over the life of the Berkadia Loan.  Berkshire and Leucadia each have a 50% economic interest in Berkadia’s
ownership of the FNV common stock.  Due to post-August 21 operating losses of FNV, the investment in FNV common
stock was completely written off.  Consequently, the equity method was suspended as of September 30, 2001.

d) Other investment

On July 1, 1998, Value Capital L.P., a limited partnership commenced operations.  A wholly owned subsidiary of
Berkshire is a limited partner in Value Capital.  The partnership’s investment objective is to achieve income and capital
growth from investments and arbitrage in fixed income investments.  Berkshire accounts for this investment pursuant to
the equity method.  Since inception Berkshire has contributed $430 million to the partnership.  At December 31, 2001,
the carrying value of $542 million (including Berkshire’s share of accumulated earnings of $112 million) is included as
a  component  of  other  assets  on  the  preceding  summary  of  assets  and  liabilities.    Neither  Berkshire  nor  any  of  its
subsidiaries provides or will provide any financial support of the obligations of this partnership or of the other partners.
As a limited partner, Berkshire’s exposure to loss is limited to the carrying value of its investment.

(10) Unpaid losses and loss adjustment expenses

Supplemental  data  with  respect  to  unpaid  losses  and  loss  adjustment  expenses  of  property/casualty  insurance

subsidiaries (in millions) is as follows.

Unpaid losses and loss adjustment expenses:

2001

2000

1999

Gross liabilities at beginning of year ................................................................
Ceded losses and deferred charges....................................................................

$33,022
  (5,590)

$26,802
  (3,848)

$23,012
  (2,727)

Net balance........................................................................................................

  27,432

  22,954

  20,285

Incurred losses recorded:

Current accident year ........................................................................................
All prior accident years .....................................................................................

15,608
    1,165

15,252
      211

11,275
      (192)

Total incurred losses .........................................................................................

  16,773

  15,463

  11,083

Payments with respect to:

Current accident year ........................................................................................
All prior accident years .....................................................................................

4,435
   5,366

4,589
   5,890

3,648
    4,532

Total payments ..................................................................................................

   9,801

  10,479

    8,180

Unpaid losses and loss adjustment expenses:

Net balance at end of year.................................................................................
Ceded losses and deferred charges....................................................................
Foreign currency translation adjustment...........................................................
Net liabilities assumed in connection with business acquisitions.....................

34,404
6,189
30
         93

27,938
5,590
(722)
       216

23,188
3,848
(234)
         —

Gross liabilities at end of year..............................................................................

$40,716

$33,022

$26,802

37

Notes to Consolidated Financial Statements (Continued)

(10) Unpaid losses and loss adjustment expenses (Continued)

The balances of unpaid losses and loss adjustment expenses are based upon estimates of the ultimate claim costs
associated with claim occurrences as of the balance sheet dates.  Considerable judgment is required to evaluate claims
and  establish  estimated  claim  liabilities,  particularly  with  respect  to  certain  lines  of  business,  such  as  reinsurance
assumed, or certain types of claims, such as environmental or latent injury liabilities.  Additional information regarding
incurred losses will be revealed over time and the estimates will be revised resulting in gains or losses in the periods
made.

The accompanying Consolidated Statement of Earnings for 2001 includes estimated pre-tax underwriting losses of
approximately  $2.4  billion  resulting  from  the  terrorist  attack  in  the  U.S.  on  September  11,  2001.    This  amount  is
included  in  the  table  as  incurred  loss  –  current  accident  year.    Berkshire’s  management  believes  it  will  literally  take
years to resolve complicated coverage issues, which could produce a material change in the ultimate loss amount.

Incurred losses “all prior accident years” reflects the amount of estimation error charged or credited to earnings in
each year with respect to the liabilities established as of the beginning of that year.  During 2001, Berkshire’s insurance
subsidiaries recorded additional losses of $1,165 million in connection with losses occurring in years prior to 2001.  This
amount includes $878 million arising from General Re’s traditional North American property/casualty business.  The net
effect of General Re’s prior year reserve adjustments was a reduction of pre-tax income of approximately $800 million
due to additional premiums triggered by the losses.  Most of the reserve increases were taken in several casualty lines of
businesses.

Prior  accident  years’  losses  incurred  also  include  amortization  of  deferred  charges  related  to  retroactive
reinsurance contracts incepting prior to the current year.  Amortization charges included in prior accident years’ losses
were $328 million in 2001, $145 million in 2000 and $59 million in 1999.  The increases in such charges in 2001 and
2000  are  the  result  of  several  new  contracts  written  over  the  past  three  years.    The  unamortized  balance  of  deferred
charges was $3,232 million at December 31, 2001 compared to $2,593 million at December 31, 2000.  Net discounted
liabilities at December 31, 2001 and 2000 were $1,834 million and $1,531 million, respectively.  Periodic accretions of
these liabilities are also a component of prior year losses incurred.  See Note 1 for additional information.

Berkshire  has  exposure  to  environmental,  asbestos  and  other  latent  injury  claims  arising  from  insurance  and
reinsurance  contracts.    Loss  reserve  estimates  for  environmental  and  asbestos  exposures  include  case  basis  reserves,
which  also  reflect  reserves  for  legal  and  other  loss  adjustment  expenses  and  incurred  but  not  reported  (“IBNR”)
reserves.  IBNR  reserves  are  determined  based  upon  Berkshire’s  historic  general  liability  exposure  base  and  policy
language,  previous  environmental  and  loss  experience  and  the  assessment  of  current  trends  of  environmental  law,
environmental cleanup costs, asbestos liability law and judgmental settlements of asbestos liabilities.

The liabilities for environmental and latent injury claims and claims expenses net of reinsurance recoverables were
approximately $6.3 billion at December 31, 2001.  Approximately, $5.0 billion of these reserves were assumed under
retroactive  reinsurance  contracts  written  by  the  Berkshire  Hathaway  Reinsurance  Group.    Claims  arising  from  these
contracts are subject to aggregate policy limits.  Thus, Berkshire’s exposure to environmental and latent injury claims
under these contracts are, likewise, limited.

Berkshire  monitors  evolving  case  law  and  its  effect  on  environmental  and  latent  injury  claims.    Changing
government  regulations,  newly  identified  toxins,  newly  reported  claims,  new  theories  of  liability,  new  contract
interpretations  and  other  factors  could  result  in  significant  amounts  of  adverse  development  of  the  balance  sheet
liabilities.    Such  development  could  be  material  to  Berkshire’s  results  of  operations.    It  is  not  possible  to  estimate
reliably the amount of additional net loss, or the range of net loss, that is reasonably possible.

(11) Borrowings under investment agreements and other debt

Liabilities as of December 31, 2001 and 2000 for this balance sheet caption are as follows (in millions).

2001
Commercial paper and other short-term borrowings.................................................................... $1,777
478
Borrowings under investment agreements ...................................................................................
150
General Re Corporation 9% debentures due 2009 (non-callable) ................................................
160
GEICO Corporation 7.35% debentures due 2023 (non-callable) .................................................
     920
Other debt due 2002 – 2028 .........................................................................................................

$3,485

2000
$   991
508
150
160
     854

$2,663

Commercial  paper  and  other  short-term  borrowings  are  obligations  of  several  Berkshire  subsidiaries  that  utilize
short-term borrowings as part of their day-to-day business operations.  Berkshire affiliates have approximately $4 billion
available  unused  lines  of  credit  to  support  their  short-term  borrowing  programs  and,  otherwise,  provide  additional
liquidity.

38

(11) Borrowings under investment agreements and other debt (Continued)

Borrowings  under  investment  agreements  are  made  pursuant  to  contracts  calling  for  interest  payable,  normally
semiannually,  at  fixed  rates  ranging  from  2.5%  to  8.6%  per  annum.    Contractual  maturities  of  borrowings  under
investment agreements generally range from 3 months to 30 years.  Under certain conditions, these borrowings may be
redeemable prior to the contractual maturity dates.

Other  debt  includes  variable  and  fixed  rate  term  bonds  and  notes  issued  by  various  of  Berkshire  subsidiaries.

These obligations generally, are redeemable prior to maturity at the option of the issuing company.

No  materially  restrictive  covenants  are  included  in  any  of  the  various  debt  agreements.    Payments  of  principal

amounts expected during the next five years are as follows (in millions).

2002
$1,835

2003
$53

2004
$40

2005
$415

2006
$98

During  the  second  quarter  of  2001,  Berkshire  filed  a  shelf  registration  to  issue  up  to  $700  million  in  new  debt
securities at a future date.  The intended purpose of the future issuance of debt is to fund the repayment of borrowings of
certain Berkshire subsidiaries.  The timing and amount of the debt to be issued under the shelf registration has not yet
been determined.

(12) Income taxes

The liability for income taxes as of December 31, 2001 and 2000 as reflected in the accompanying Consolidated

Balance Sheets is as follows (in millions).

Payable currently .................................................................................
Deferred ...............................................................................................

2001
$  (272)
  7,293
$7,021

2000
$     522
    9,603
$10,125

The Consolidated Statements of Earnings reflect charges for income taxes as shown below (in millions).

Federal.........................................................................................................................
State.............................................................................................................................
Foreign ........................................................................................................................

Current ........................................................................................................................
Deferred ......................................................................................................................

2001
$  629
68
    (77)

$  620

$  109
    511

$  620

2000
$2,136
32
   (150)

1999
$   748
43
       61

$2,018

$   852

$2,012
         6

$1,189
   (337)

$2,018

$   852

The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred

tax liabilities at December 31, 2001 and 2000 are shown below (in millions).

Deferred tax liabilities:

Relating to unrealized appreciation of investments...........................
Deferred charges reinsurance assumed .............................................
Investments .......................................................................................
Other .................................................................................................

Deferred tax assets:

Unpaid losses and loss adjustment expenses.....................................
Unearned premiums ..........................................................................
Other .................................................................................................

2001

2000

$7,078
1,131
382
  1,552
10,143

(752)
(294)
 (1,804)
 (2,850)

$9,571
916
441
     717
11,645

(1,061)
(227)
    (754)
 (2,042)

Net deferred tax liability ......................................................................

$7,293

$9,603

39

Notes to Consolidated Financial Statements (Continued)

(12) Income taxes (Continued)

Charges for income taxes are reconciled to hypothetical amounts computed at the Federal statutory rate in the table

shown below (in millions).

2001

2000

1999

Earnings before income taxes ................................................................................. $1,469
Hypothetical amounts applicable to above

$5,587

$2,450

computed at the Federal statutory rate ................................................................. $   514

$1,955

$   858

Decreases resulting from:

Tax-exempt interest income.................................................................................
Dividends received deduction ..............................................................................
Goodwill amortization ............................................................................................
State income taxes, less Federal income tax benefit ...............................................
Foreign tax rate differential.....................................................................................
Other differences, net..............................................................................................

(123)
(129)
191
44
82
       41

(135)
(116)
240
21
34
       19

(145)
(95)
161
28
45
       —

Total income taxes .................................................................................................. $   620

$2,018

$   852

(13)  Dividend restrictions – Insurance subsidiaries

Payments of dividends by insurance subsidiaries are restricted by insurance statutes and regulations.  Without prior
regulatory  approval,  insurance  subsidiaries  may  pay  up  to  approximately  $637  million  as  dividends  from  insurance
subsidiaries during 2002.

Combined  shareholders’  equity  of  U.S.  based  property/casualty  insurance  subsidiaries  determined  pursuant  to
statutory accounting rules (Statutory Surplus as Regards Policyholders) was  approximately  $27.2  billion  at  December
31, 2001 and $41.5 billion at December 31, 2000.  Effective January 1, 2001, Berkshire’s insurance companies adopted
several new statutory accounting policies as required under the Codification of Statutory Accounting Principles.  Upon
adoption of the new statutory accounting policies, the combined statutory surplus of  Berkshire’s  insurance  businesses
declined approximately $8.0 billion to $33.5 billion as of January 1, 2001.  The most significant new accounting policy
related to the recording of net deferred income tax liabilities, which included deferred taxes on existing unrealized gains
in equity securities.  During 2001, combined statutory surplus declined further, primarily as a result of a decline in the
net unrealized appreciation of certain equity investments.

Statutory surplus differs from the corresponding amount determined on the basis of GAAP.  The major differences
between  statutory  basis  accounting  and  GAAP  are  that  deferred  charges-reinsurance  assumed,  deferred  policy
acquisition  costs,  unrealized  gains  and  losses  on  investments  in  securities  with  fixed  maturities  and  related  deferred
income taxes are recognized under GAAP but not for statutory reporting purposes.  In addition, statutory accounting for
goodwill of acquired businesses requires amortization over 10 years, compared to 40 years under GAAP.

(14) Common stock

Changes in issued and outstanding Berkshire common stock during the three years ended December 31, 2001 are

shown in the table below.

Balance December 31, 1998.....................................
Conversions of Class A common stock

to Class B common stock and other ......................
Balance December 31, 1999.....................................
Common stock issued in connection

with acquisitions of businesses..............................

Conversions of Class A common stock

to Class B common stock and other ......................
Balance December 31, 2000.....................................
Conversions of Class A common stock

to Class B common stock and other ......................

Balance December 31, 2001.....................................

Class A Common, $5 Par Value Class B Common $0.1667 Par Value
(1,650,000 shares authorized)
Shares Issued and
Outstanding
1,349,535

(55,000,000 shares authorized)
Shares Issued and
Outstanding
5,070,379

    (7,872)
1,341,663

3,572

     (1,331)
1,343,904

   (20,494)

1,323,410

   296,576
5,366,955

1,626

   101,205
5,469,786

   674,436

6,144,222

Each  share  of  Class  A  Common  Stock  is  convertible,  at  the  option  of  the  holder,  into  thirty  shares  of  Class  B
Common  Stock.  Class  B  Common  Stock  is  not  convertible  into  Class  A  Common  Stock.  Each  share  of  Class  B
Common Stock possesses voting rights equivalent to one-two-hundredth (1/200) of the voting rights of a share of Class
A Common Stock. Class A and Class B common shares vote together as a single class.

40

(15)  Fair values of financial instruments

The estimated fair values of Berkshire’s financial instruments as of December 31, 2001 and 2000, are as follows

(in millions).

Carrying Value
2000
2001

Fair Value

2001

2000

Investments in securities with fixed maturities ....................................
Investments in equity securities ...........................................................
Assets of finance and financial products businesses ............................
Borrowings under investment agreements and other debt....................
Liabilities of finance and financial products businesses.......................

$36,509
28,675
41,591
3,485
37,791

$32,567
37,619
16,829
2,663
14,730

$36,603
28,675
41,710
3,624
37,917

$32,567
37,619
16,913
2,704
14,896

In  determining  fair  value  of  financial  instruments,  Berkshire  used  quoted  market  prices  when  available.    For
instruments  where  quoted  market  prices  were not available,  independent  pricing  services or  appraisals  by  Berkshire’s
management  were  used.  Those  services  and  appraisals  reflected  the  estimated  present  values  utilizing  current  risk
adjusted market rates of similar instruments. The carrying values of cash and cash equivalents, receivables and accounts
payable, accruals and other liabilities are deemed to be reasonable estimates of their fair values.

Considerable  judgment  is  necessarily  required  in  interpreting  market  data  used  to  develop  the  estimates  of  fair
value.  Accordingly, the estimates presented herein are not necessarily indicative of the amounts that could be realized in
a  current  market  exchange.    The  use  of  different  market  assumptions  and/or  estimation  methodologies  may  have  a
material effect on the estimated fair value.
(16) Litigation

GEICO has been named as a defendant in a number of class action lawsuits related to the use of replacement repair
parts not produced by the original auto manufacturer, the calculation of “total loss” value and whether to pay diminished
value as part of the settlement of certain claims.  Management intends to vigorously defend GEICO’s position on these
claim settlement procedures.  However, these lawsuits are in various stages of development and the ultimate outcome
cannot be reasonably determined.

Berkshire and its subsidiaries are parties in a variety of legal actions arising out of the normal course of business.
In particular, and in common with the insurance industry in general, such legal actions affect Berkshire’s insurance and
reinsurance  businesses.    Such  litigation  generally  seeks  to  establish  liability  directly  through  insurance  contracts  or
indirectly  through  reinsurance  contracts  issued  by  Berkshire  subsidiaries.    Plaintiffs  occasionally  seek  punitive  or
exemplary damages.  Berkshire does not believe that such normal and routine litigation will have a material effect on its
financial condition or results of operations.
(17)  Insurance premium and supplemental cash flow information

Premiums written and earned by Berkshire’s property/casualty and life/health insurance businesses during each of

the three years ending December 31, 2001 are summarized below.  Dollars are in millions.

Property/Casualty
2000

1999

2001

Life/Health
2000

2001

1999

Premiums Written:

Direct................................................................... $  8,294
9,332
Assumed ..............................................................
     (890)
Ceded...................................................................
$16,736

Premiums Earned:

Direct................................................................... $  7,654
9,097
Assumed ..............................................................
     (834)
Ceded...................................................................
$15,917

$  6,858
11,270
     (729)
$17,399

$  6,666
11,036
     (620)
$17,082

$  5,798
7,951
     (818)
$12,931

$  5,606
7,762
     (788)
$12,580

$2,162
   (157)
$2,005

$2,520
   (257)
$2,263

$1,981
  (245)
$1,736

$2,143
   (155)
$1,988

$2,513
   (252)
$2,261

$1,971
  (245)
$1,726

Insurance premiums written by geographic region (based upon the domicile of the insured) are summarized below.

United States ................................................................
Western Europe............................................................
All other .......................................................................

Property/Casualty
2000
$11,409
5,064*
      926
$17,399

2001
$13,319
2,352
    1,065
$16,736

1999
$ 8,862
2,000
    2,069
$12,931

Life/Health

2001
$1,176
518
     311
$2,005

2000
$1,296
633
     334
$2,263

1999
$   970
539
     227
$1,736

*Premiums attributed to Western Europe include $2,438 million from a single reinsurance policy.

41

Notes to Consolidated Financial Statements (Continued)

(17)

Insurance premium and supplemental cash flow information (Continued)

A summary of supplemental cash flow information is presented in the following table (in millions).

Cash paid during the year for:

Income taxes...............................................................................................................
Interest of finance and financial products businesses .................................................
Other interest ..............................................................................................................

$   905
672
225

$1,396
794
157

$2,215
513
136

Non-cash investing and financing activities:

Liabilities assumed in connection with acquisitions of businesses.............................
Common shares issued in connection with acquisitions of businesses.......................
Contingent value of Exchange Notes recognized in earnings.....................................
Value of equity securities used to redeem Exchange Notes .......................................

3,507
—
105
228

901
224
117
278

61
—
87
298

2001

2000

1999

(18) Pension plans

Certain  Berkshire  insurance  and  non-insurance  subsidiaries  individually  sponsor  defined  benefit  pension  plans
covering their employees.  Benefits under the plans are generally based on years of service and compensation, although
benefits  under  certain  plans  are  based  on  years  of  service  and  fixed  benefit  rates.    Funding  policies  are  generally  to
contribute amounts required to meet regulatory requirements plus additional amounts determined by management based
on actuarial valuations.  Most U.S. plans are funded through assets held in trust.  However, pension obligations under
plans  for  non-U.S.  employees  are  unfunded.    Plan  assets  are  primarily  invested  in  fixed  income  obligations  of  U.S.
Government Corporations and agencies and cash equivalents and equity securities.

The components of net periodic pension expense for all plans are as follows (in millions).

Service cost ......................................................................................................................
Interest cost ......................................................................................................................
Expected return on plan assets..........................................................................................
Net amortization, deferral and other.................................................................................

2001
$     71
140
(136)
         2

2000
$     44
73
(73)
        (2)

1999
$     44
66
(66)
         6

Net pension expense .........................................................................................................

$     77

$     42

$     50

Changes in projected benefit obligations and plan assets are as follows (in millions).

Projected benefit obligation, beginning of year................................................................
Service cost ......................................................................................................................
Interest cost ......................................................................................................................
Benefits paid.....................................................................................................................
Benefit obligations of acquired businesses.......................................................................
Actuarial (gain) loss and other..........................................................................................

2001
$1,335
71
140
(101)
730
     208

2000
$  978
44
73
(53)
257
      36

Projected benefit obligation, end of year..........................................................................

$2,383

$1,335

Plan assets at fair value, beginning of year.......................................................................
Employer contributions ....................................................................................................
Benefits paid.....................................................................................................................
Plan assets of acquired businesses....................................................................................
Actual return on plan assets..............................................................................................
Expenses and other ...........................................................................................................

$1,433
34
(98)
707
140
       (2)

$1,015
10
(49)
346
112
       (1)

Plan assets at fair value, end of year.................................................................................

$2,214

$1,433

The funded status of the plans is as follows (in millions).

Plan assets over (under) benefit obligations ......................................................................
Unrecognized net actuarial gains and other.......................................................................

Dec. 31,
2001
$  (169)
    (107)

Dec. 31,
2000
$     98
   (308)

Accrued benefit cost liability.............................................................................................

$  (276)

$ (210)

42

(18) Pension plans (Continued)

Four  of  Berkshire’s  recently  acquired  businesses  sponsor  defined  benefit  plans.    Certain  actuarial  assumptions
which were being used to value the assets and obligations of these plans at the time of acquisition have been revised in
2001 to better reflect the current economic environment and in particular the recent decline in interest rates.  The total
funded status for plans with benefit obligations in excess of assets was $424 million and $211 million as of December
31, 2001 and 2000, respectively.

Weighted average assumptions used in determining projected benefit obligations were as follows.

Discount rate............................................................................................................................
Discount rate – non-U.S. plans................................................................................................
Long-term expected rate of return on plan assets ....................................................................
Rate of compensation increase ................................................................................................
Rate of compensation increase – non-U.S. plans.....................................................................

2001
6.6
5.9
6.5
4.8
4.5

2000
7.4
6.0
8.3
5.1
3.5

Most  Berkshire  subsidiaries  also  have  defined  contribution  retirement  plans,  such  as  a  401(k)  or  profit  sharing
plans.  The plans generally cover all employees who meet specified eligibility requirements.  Employee contributions to
the plans are subject to regulatory limitations and the specific plan provisions.  Berkshire subsidiaries generally match
these  contributions  up  to  levels  specified  in  the  plans,  and  may  make  additional  discretionary  contributions  as
determined by management.  The total expenses related to employer contributions for these plans were $70 million, $80
million and $144 million for the years ended December 31, 2001, 2000 and 1999, respectively.

(19) Business Segment Data

Information related to Berkshire’s reportable business operating segments is shown below.

Business Identity
GEICO

General Re

Berkshire Hathaway Reinsurance Group

Berkshire Hathaway Primary Insurance Group

Acme Building Brands, Benjamin Moore, Johns
Manville and MiTek (“Building products”)
Finance and financial products

FlightSafety and Executive Jet (“Flight services”)

Nebraska Furniture Mart, R.C. Willey Home
Furnishings, Star Furniture Company, Jordan’s
Furniture, Borsheim’s, Helzberg Diamond Shops
and Ben Bridge Jeweler (“Retail”)
Scott Fetzer Companies

Shaw Industries

Business Activity
Underwriting private passenger automobile insurance
mainly by direct response methods
Underwriting excess-of-loss, quota-share and facultative
reinsurance worldwide
Underwriting excess-of-loss and quota-share reinsurance for
property and casualty insurers and reinsurers
Underwriting multiple lines of property and casualty
insurance policies for primarily commercial accounts
Manufacturing and distribution of a variety of building
materials and related products and services
Proprietary investing, real estate financing, transportation
equipment leasing and risk management products
Training to operators of aircraft and ships and providing
fractional ownership programs for general aviation aircraft
Retail sales of home furnishings, appliances, electronics,
fine jewelry and gifts

Diversified manufacturing and distribution of various
consumer and commercial products with principal brand
names including Kirby and Campbell Hausfeld
Manufacturing and distribution of carpet and floor
coverings under a variety of brand names

Other  businesses  not  specifically  identified  above  consist  of:    Buffalo  News,  a  daily  newspaper  publisher  in
Western New York; International Dairy Queen, which licenses and services a system of about 6,000 Dairy Queen stores;
See’s Candies, a manufacturer and distributor of boxed chocolates and other confectionery products; H.H. Brown Shoe,
Lowell Shoe, Dexter Shoe and Justin Brands, manufacturers and distributors of footwear and CORT Business Services,
a leading national provider of rental furniture and related services.

43

Notes to Consolidated Financial Statements (Continued)
(19) Business Segment Data (Continued)

A disaggregation of Berkshire’s consolidated data for each of the three most recent years is presented in the tables

which follow on this and the following page.  Amounts are in millions.

Operating Businesses:
Insurance group:

Premiums earned:

GEICO....................................................................................................
General Re ..............................................................................................
Berkshire Hathaway Reinsurance Group................................................
Berkshire Hathaway Primary Insurance Group ......................................
Investment income.....................................................................................
Total insurance group...................................................................................

Building products .........................................................................................
Finance and financial products.....................................................................
Flight services ..............................................................................................
Retail ............................................................................................................
Scott Fetzer Companies................................................................................
Shaw Industries ............................................................................................
Other businesses...........................................................................................

2001

$  6,060
8,353
2,991
501
    2,844
20,749

3,269
519
2,563
1,998
914
4,012
    2,329
36,353

Revenues
2000

$  5,610
8,696
4,712
325
    2,796
22,139

178
530
2,279
1,864
963
—
    2,180
30,133

1999

$  4,757
6,905
2,387
257
    2,507
16,813

—
117
1,856
1,402
1,021
—
    1,639
22,848

Reconciliation of segments to consolidated amount:

Realized investment gain...........................................................................
Other revenues...........................................................................................
Eliminations...............................................................................................
Purchase-accounting adjustments..............................................................

1,363
35
(16)
       (67)

3,955
54
—
     (136)

1,365
40
—
     (225)

Operating Businesses:
Insurance group operating profit:

Underwriting profit (loss):

$37,668

$34,006

$24,028

Operating Profit before Taxes
1999
2000

2001

GEICO....................................................................................................
General Re ..............................................................................................
Berkshire Hathaway Reinsurance Group................................................
Berkshire Hathaway Primary Insurance Group ......................................
Net investment income ..............................................................................
Total insurance group operating profit (loss) ...............................................

Building products .........................................................................................
Finance and financial products.....................................................................
Flight services ..............................................................................................
Retail ............................................................................................................
Scott Fetzer Companies................................................................................
Shaw Industries ............................................................................................
Other businesses...........................................................................................

Reconciliation of segments to consolidated amount:

Realized investment gain...........................................................................
Interest expense* .......................................................................................
Corporate and other ...................................................................................
Goodwill amortization and other purchase-accounting adjustments .........

$     221
(3,671)
(647)
30
    2,824
(1,243)

461
519
186
175
129
292
      344
863

1,320
(92)
8
     (630)

$   (224)
(1,254)
(162)
25
    2,773
1,158

34
530
213
175
122
—
      326
2,558

3,955
(92)
22
     (856)

$       24
(1,184)
(251)
17
    2,489
1,095

—
117
225
130
147
—
      211
1,925

1,365
(109)
8
     (739)

$  1,469

$  5,587

$  2,450

*

Amounts  of  interest  expense  represent  interest  on  borrowings  under  investment  agreements  and  other  debt
exclusive of that of finance businesses and interest allocated to certain businesses.

44

(19) Business Segment Data (Continued)

Operating Businesses:
Insurance group:

GEICO ...........................................................................
General Re......................................................................
Berkshire Hathaway Reinsurance Group .......................
Berkshire Hathaway Primary Insurance Group..............
Total insurance group........................................................

Building products..............................................................
Finance and financial products..........................................
Flight services ...................................................................
Retail .................................................................................
Scott Fetzer Companies ....................................................
Shaw Industries .................................................................
Other businesses................................................................

Reconciliation of segments to consolidated amount:

Corporate and other........................................................
Purchase-accounting adjustments...................................

Capital expenditures *
1999
2000
2001

Deprec. & amort.
of tangible assets
2000

2001

1999

$   20
19
—
       3
42

152
16
408
76
6
71
     40
811

$   29
22
—
       4
55

15
1
472
48
11
—
     28
630

$   87
17
—
       1
105

—
4
323
55
14
—
     29
530

$   70
20
—
       2
92

124
50
108
37
10
88
     34
543

—

—

—
     —      —      —        1
$ 544
$ 811

$ 630

$ 530

—

$   64
39
—
       1
104

9
3
90
33
10
—
     32
281

$   40
25
—
       1
66

—
6
77
27
11
—
     27
214

—
       1
$ 282

1
       3
$ 218

 * Excludes expenditures which were part of business acquisitions.

Operating Businesses:
Insurance group:

GEICO........................................................................................................
General Re..................................................................................................
Berkshire Hathaway Reinsurance Group....................................................
Berkshire Hathaway Primary Insurance Group ..........................................
Total insurance group....................................................................................

Building products ..........................................................................................
Finance and financial products......................................................................
Flight services ...............................................................................................
Retail .............................................................................................................
Scott Fetzer Companies.................................................................................
Shaw Industries .............................................................................................
Other businesses............................................................................................

Reconciliation of segments to consolidated amount:

Corporate and other ....................................................................................
Goodwill and other purchase-accounting adjustments ...............................

Identifiable assets
at year-end
2000

2001

1999

$  11,309
34,575
38,595
     3,360
87,839

2,535
41,599
2,816
1,215
281
1,619
     2,406
140,310

$  10,569
31,594
45,775
     4,168
92,106

686
16,837
2,336
1,154
295
—
     2,388
115,802

$    9,381
30,168
39,607
     4,866
84,022

—
24,235
1,790
906
298
—
        712
111,963

992
    21,450
$162,752

1,049
    18,941
$135,792

945
    18,508
$131,416

45

Notes to Consolidated Financial Statements (Continued)

(20) Quarterly data

A summary of revenues and earnings by quarter for each of the last two years is presented in the following

table.  This information is unaudited. Dollars are in millions, except per share amounts.

2001

1st

2nd

3rd

4th

Quarter Quarter Quarter Quarter

Revenues.................................................................................................
Earnings:

$8,142

$10,656

$9,310

$  9,560

Excluding realized investment gain .....................................................
Realized investment gain(1) ..................................................................

$   462
     144

$     353
       420

$  (895)(2) $       33
         62
     216

Net earnings (loss) ...............................................................................

$   606

$     773

$  (679)

$       95

Earnings per equivalent Class A common share:

Excluding realized investment gain .....................................................
Realized investment gain(1) ..................................................................

$   303
       94

$     231
       275

$  (586)
     141

$       22
         41

Net earnings (loss) ...............................................................................

$   397

$     506

$  (445)

$       63

2000

Revenues .................................................................................................
Earnings:

$6,479

$  6,564

$8,434

$12,529

Excluding realized investment gain ......................................................
Realized investment gain(1)...................................................................

$   354
     453

$     245
       395

$   301
     496

$       36
    1,048

Net earnings..........................................................................................

$   807

$     640

$   797

$  1,084

Earnings per equivalent Class A common share:

Excluding realized investment gain ......................................................
Realized investment gain(1)...................................................................

$   233
     298

$     161
       260

$   197
     326

$       23
       687

Net earnings..........................................................................................

$   531

$     421

$   523

$     710

(1) The amount of realized gain for any given period has no predictive value and variations in amount from period
to period have no practical analytical value particularly in view of the unrealized appreciation now existing in
Berkshire’s consolidated investment portfolio.

(2) Includes pre-tax underwriting losses of $2.275 billion related to the then estimated losses incurred in connection

with the September 11th terrorist attack.

46

BERKSHIRE HATHAWAY INC.
Management's Discussion and Analysis of
Financial Condition and Results of Operations

Results of Operations

Net earnings for each of the past three years are disaggregated in the table that follows. Amounts are after

deducting minority interests and taxes.

Insurance – underwriting  ................................................................................
Insurance – investment income ........................................................................
Non-insurance businesses ................................................................................
Interest expense................................................................................................
Goodwill amortization and other purchase-accounting adjustments................
Other ................................................................................................................

— (dollars in millions) —
2000
$(1,041)
1,946
891
(61)
(818)
        19

2001
$(2,662)
1,968
1,305
(60)
(603)
          5

1999
$   (897)
1,769
513
(70)
(648)
          4

Earnings before realized investment gain .............................................
Realized investment gain .................................................................................

(47)
      842

936
   2,392

671
      886

Net earnings..........................................................................................

$    795

$ 3,328

$ 1,557

The business segment data (Note 19 to Consolidated Financial Statements) should be read in conjunction

with this discussion.

Insurance — Underwriting

A summary follows of underwriting results from Berkshire’s insurance businesses for the past three years.

— (dollars in millions) —
2000

1999

2001

Underwriting gain (loss) attributable to:

GEICO........................................................................................................
General Re..................................................................................................
Berkshire Hathaway Reinsurance Group ...................................................
Berkshire Hathaway Primary Insurance Group..........................................
Underwriting loss — pre-tax............................................................................
Income taxes and minority interest  .................................................................

$     221
(3,671)
(647)
         30
(4,067)
  (1,405)

$   (224)
(1,254)
(162)
        25
(1,615)
     (574)

$      24
(1,184)
(251)
       17
(1,394)
    (497)

Net underwriting loss............................................................................

$(2,662)

$(1,041)

$  (897)

Berkshire  engages  in  both  primary  insurance  and  reinsurance  of  property  and  casualty  risks.    Through
General  Re,  Berkshire  also  reinsures  life  and  health  risks.    In  primary  insurance  activities,  Berkshire  subsidiaries
assume defined portions of the risks of loss from persons or organizations that are directly subject to the risks. In
reinsurance  activities,  Berkshire  subsidiaries  assume  defined  portions  of  similar  or  dissimilar  risks  that  other
insurers or reinsurers have subjected themselves to in their own insuring activities.  Berkshire’s principal insurance
businesses are: (1) GEICO, the sixth largest auto insurer in the United States, (2) General Re, one of the four largest
reinsurers  in  the  world,  (3)  Berkshire  Hathaway  Reinsurance  Group  (“BHRG”)  and  (4)  Berkshire  Hathaway
Primary  Insurance  Group.    Berkshire’s  management  views  insurance  businesses  as  possessing  two  distinctive
operations  –  underwriting  and  investment.    Accordingly,  Berkshire  evaluates  performance  of  underwriting
operations without any allocation of investment income.

Berkshire’s    reinsurance    businesses    recorded    significant    underwriting    losses  as  a  result  of  the
September  11,  2001  terrorist  attack.    In  the  aggregate,  Berkshire’s  reinsurance  businesses  recorded  pre-tax
underwriting  losses  of  about  $2.4  billion  related  to  the  terrorist  attack.    The  losses  recorded  are  based  upon
estimates and, therefore, are subject to considerable estimation error.  Over time, claims will be paid and additional
information will be revealed that will result in re-estimation of the ultimate amount of losses incurred.  Changes in
reserve estimates are included in earnings as a component of losses and loss expenses incurred in the period of the
change.  Additional information related to these losses is included in the discussion that follows.

47

Management's Discussion (Continued)

Insurance — Underwriting (Continued)

A significant marketing strategy followed by all these businesses is the maintenance of extraordinary capital
strength.    Statutory  surplus  as  regards  policyholders  of  Berkshire’s  insurance  businesses  totaled  approximately
$27.2 billion at December 31, 2001.  This superior capital strength creates opportunities, especially with respect to
reinsurance activities, to negotiate and enter into contracts of insurance specially designed to meet unique needs of
sophisticated  insurance  and  reinsurance  buyers.    Additional  information  regarding  Berkshire’s  insurance  and
reinsurance operations follows.

GEICO

GEICO provides primarily private passenger automobile coverages to insureds in 48 states and the District
of  Columbia.    GEICO  policies  are  marketed  mainly  by  direct  response  methods  in  which  customers  apply  for
coverage  directly  to  the  company  over  the  telephone,  through  the  mail  or  via  the  Internet.    This  is  a  significant
element in GEICO’s strategy to be a low cost insurer and, yet, provide high value to policyholders.

GEICO's underwriting results for the past three years are summarized below.

2001

— (dollars in millions) —
2000

1999

Premiums written ......................................................
Premiums earned.......................................................
Losses and loss expenses ..........................................
Underwriting expenses..............................................
Total losses and expenses..........................................

Amount
$6,176
$6,060
4,842
     997
  5,839

%

100.0
79.9
  16.5
  96.4

Underwriting gain (loss) — pre-tax ..........................

$   221

%

100.0
85.7
  18.3
104.0

Amount
$5,778
$5,610
4,809
 1,025
 5,834

$ (224)

Amount
$4,953
$4,757
3,815
    918
 4,733

$    24

%

100.0
80.2
  19.3
  99.5

Premiums  earned  by  GEICO  in  2001  totaled  $6,060  million,  an  8.0%  increase  over  2000.    Premiums
earned in 2000 exceeded premiums earned in 1999 by 17.9%.  The growth in premiums earned during 2001 reflects
increased rates, partially offset by a slight reduction in policies-in-force.  In response to the underwriting losses of
2000, GEICO implemented rate increases in many states and tightened underwriting resulting in the much improved
underwriting results in 2001.

Voluntary  auto  policies-in-force  at  December  31,  2001  declined  0.8%  from  December  31,  2000.    In
comparison,  voluntary  policies-in-force  increased  8.5%  during  2000  and  21.5%  during  1999.    During  2001,
policies-in-force  increased  1.6%  in  the  preferred  risk  auto  market  and  decreased  10.1%  in  the  standard  and
nonstandard auto lines.  Voluntary auto new business sales in 2001 decreased 30.2% from 2000 due to decreased
advertising and a lower closure ratio.

Losses and loss adjustment expenses incurred increased 0.7% to $4,842 million in 2001.  The loss ratio for
property and casualty insurance, which measures the portion of premiums earned that is paid or reserved for losses and
related claims handling expenses, was 79.9% in 2001 compared to 85.7% in 2000.  The lower ratio reflects the effect of
premium rate increases and tightened underwriting standards.  Additionally, the rate of increase in claim severity (the
cost per claim) slowed in 2001 and the frequency of accidents decreased in many coverages compared to the prior year.
The mild winter weather conditions during the fourth quarter of 2001 also contributed to the relatively low loss ratio.
Catastrophe losses added slightly less than 1 point to the loss ratio in each of the past three years.

GEICO’s insurance subsidiaries are defendants in a number of class action lawsuits related to the use of
replacement repair parts not produced by the  original  auto  manufacturer,  the  calculation  of “total  loss”  value  and
whether  to  pay  diminished  value  as  part  of  the  settlement  of  certain  claims.    Management  intends  to  vigorously
defend GEICO’s position on these claim settlement procedures.  However, these lawsuits are in various stages of
development and the ultimate outcome cannot be reasonably determined.

Underwriting expenses incurred in 2001 decreased $28 million (2.7%) from 2000, following an increase of
$107 million (11.7%) in 2000 over 1999.  Advertising expense declined significantly in 2001 from 2000 following a
large increase in 2000 over 1999.  Although advertising expense declined in 2001, the unit cost of acquiring new
business continued to increase in 2001 as fewer new policies were written in relation to quotes.  Other underwriting
expenses for 2001 also reflect lower profit sharing expense in 2001.

Throughout  2001,  GEICO  focused  on  improving  underwriting  profitability,  but  did  so  at  the  expense  of
growth.  Entering 2002, rates are believed to be adequate in nearly all states and GEICO is in a better position to grow
as many competitors are expected to take rate increases.

48

Insurance — Underwriting (Continued)
General Re

General  Re  conducts  a  global  reinsurance  business,  which  provides  reinsurance  coverage  in  the  United
States  and  135  other  countries  around  the  world.    General  Re’s  principal  reinsurance  operations  are:  (1)  North
American  property/casualty,  (2)  international  property/casualty,  and  (3)  global  life/health.    The  international
property/casualty operations are conducted primarily through Germany-based Cologne Re and its subsidiaries.  At
December 31, 2001, General Re had an 88% economic ownership interest in Cologne Re.

General  Re’s  consolidated  underwriting  results  for  the  past  three  years  are  summarized  below.    Dollar

amounts are in millions.

Premiums earned ..............................................................................

2001
Amount
$ 8,353

2000(1)
Amount
$ 8,696

1999
Amount
$ 6,905

Underwriting loss — pre-tax............................................................

$(3,671)

$(1,254)

$(1,184)

(1) During the fourth quarter of 2000, the international property/casualty and global life/health operations discontinued reporting
their  results  on  a  one-quarter  lag.  Consequently,  General  Re’s  2000  results  include  one  additional  quarter  for  these
businesses.  See Note 1(a) to the accompanying Consolidated Financial Statements for additional information.

Since  Berkshire’s  acquisition  in  1998,  General  Re’s  overall  underwriting  results  have  been  very  poor.
Over this period, increases in loss costs accelerated and outpaced pricing corrections.  Losses from the September
11th  terrorist  attack    severely  impacted    the  results  as  General  Re  recorded  aggregate  net  losses  of  approximately
$1.9  billion  related  to  the  terrorist  attack.    During  2001,  it  was  determined  that  reserve  estimates  established  for
claims arising in prior years with respect to the North American property/casualty business were insufficient.  As a
result, an $800 million underwriting loss was recorded.

General Re’s management has taken several underwriting actions relative to better aligning premium rates
with coverage terms over the past two years.  However, as evidenced by the 2001 results, additional actions will be
required  to  achieve  targeted  break-even  underwriting  results.    Information  with  respect  to  each  of  General  Re’s
underwriting units is presented below.  In the tables that follow, dollar amounts are in millions.

General  Re’s  North  American  property/casualty  underwriting  results  for  the  past  three  years  are

summarized below.

2001

— (dollars in millions) —
2000

1999

Premiums written .................................................
Premiums earned ..................................................
Losses and loss expenses......................................
Underwriting expenses .........................................
Total losses and expenses.....................................

Amount
$ 4,172
$ 3,968
5,795
   1,016
   6,811

%

100.0
146.0
  25.6
171.6

Underwriting loss — pre-tax................................ $(2,843)

Amount
$3,517
$3,389
3,161
     884
  4,045

$ (656)

%

100.0
93.3
  26.1
119.4

%

100.0
89.8
  30.8
120.6

Amount
$2,801
$2,837
2,547
     874
  3,421

$ (584)

General  Re’s  North  American  property/casualty  operations  underwrite  predominantly  excess  reinsurance
across multiple lines of business.  Premiums earned in 2001 exceeded premiums earned in 2000 by $579 million or
17.1%.  Earned premiums in 2000 increased over 1999 levels by $552 million or 19.5%.  Much of the increase in
premiums  derived  from  rate  increases  and  new  business  (net  of  the  non-renewal  of  unprofitable  business)  in  the
facultative  individual  risk  and  casualty  treaty  markets.    Earned  premiums  in  2001  include  $400  million  from  one
retroactive  reinsurance  contract  and  a  large  quota  share  agreement.    An  aggregate  excess  reinsurance  contract
generated  earned  premiums  of  $404  million  in  2000  and  $154  million  in  1999.    The  North  American
property/casualty  operations  generated  underwriting  losses  of  $2,843  million  in  2001,  $656  million  in  2000  and
$584 million in 1999.  The underwriting results in 2001 reflect an exceptionally large loss from the September 11th
terrorist  attack  and  charges  from  revisions  to  inadequate  loss  reserve  estimates  established  for  pre-2001  claims
primarily driven by higher than expected levels of reported claims.

49

Management's Discussion (Continued)

Insurance — Underwriting (Continued)

General Re (Continued)

Underwriting results  for  2001  include  approximately  $1.54  billion  of  net  losses  from  the  September  11th
terrorist attack.  While the  potential  impact  of  catastrophes  and  other  large  individual  property  losses  is  normally
factored  into  reinsurance  prices,  past  pricing  did  not  consider  the  unprecedented  magnitude  of  possible  losses
arising from the terrorist acts.  The severity of the losses arising from the September 11th attack underscored that
risks of this kind were not contemplated in premium rates.  Lines of business that previously were expected to have
little  correlation  were  adversely  affected  in  the  same  event  to  an  unforeseen  degree.    Claims  arising  from  other
catastrophes and large individual property losses ($20 million or greater) in 2001, 2000 and 1999 periods were $87
million, $53 million and $202 million, respectively.  In addition, during 2001 General Re recorded $46 million of
estimated losses associated with Enron-related liability coverages.

Results in 2001 also included $800 million of net underwriting losses arising from increases to loss reserve
estimates for loss events occurring in 2000 and prior years.  The reserve increases occurred in almost all casualty
lines of business, including commercial umbrella, professional liability, medical malpractice, general liability, and
workers compensation.  Long-tail liabilities such as these, particularly reinsurance lines, are inherently difficult to
estimate, and while management now believes that reserves are now approximately correct, there are no guarantees.
In  2000,  underwriting  results  for  the  traditional  reinsurance  operations  also  included  underwriting  losses  from
increases  to  prior  years’  reserves  of  about  $92  million,  arising  primarily  in  the  medical  malpractice,  commercial
umbrella and casualty treaty reinsurance lines.  In 1999, North American property/casualty results included a small
gain from the reduction of prior years’ loss reserve estimates.

Underwriting  results  for  2000  also  included  a  net  underwriting  loss  of  $239  million  from  a  large  excess
reinsurance  contract  in-force  during  1999  and  2000.    The  effect  of  this  agreement  on  the  1999  net  underwriting
results  was  not  significant  due  to  a  retrocession  to  the  Berkshire  Hathaway  Reinsurance  Group.    Although,  this
contract produced a sizable underwriting loss, it is expected to provide more than commensurate investment benefits
in future years due to the large amount of float generated.

General Re’s international property/casualty underwriting results for the past three years are summarized

below.

Premiums written .......................
Premiums earned ........................
Losses and loss expenses............
Underwriting expenses ...............
Total losses and expenses...........

2001

— (dollars in millions) —
2000(2)
2000(1)

1999

Amount
$2,553
$2,397
2,413
     730
  3,143

%

100.0
100.7
  30.4
131.1

Amount
$3,036
$3,046
2,577
     987
  3,564

%

100.0
84.6
  32.4
117.0

Amount
$2,505
$2,478
2,091
     803
  2,894

%

100.0
84.4
  32.4
116.8

Amount
$2,506
$2,343
2,041
     775
  2,816

%

100.0
87.1
  33.1
120.2

Underwriting loss — pre-tax......

$  (746)

$  (518)

$  (416)

$  (473)

(1) Column includes 15 months of data due to elimination of one-quarter lag reporting in 2000.
(2) Column includes 12 months reported on a one-quarter lag and is shown for comparability with 1999.

The international property/casualty operations write quota-share and excess reinsurance on risks around the
world.  In recent years, the largest international markets have been in Germany and Western Europe.  As previously
noted, the international property/casualty operations discontinued reporting their results on a one-quarter lag during
the  fourth  quarter  of  2000.    Results  for  the  2000  period  contain  fifteen  months,  or  one  additional  quarter  of
information (fourth quarter of 1999 plus four quarters of 2000).  The preceding table shows underwriting results for
both  the  twelve  month  and  fifteen  month  periods.    The  comparative  analysis  that  follows  excludes  the  additional
quarter.

Earned  premiums  in  2001  decreased  from  2000  amounts  by  3.3%,  whereas  2000  earned  premiums
exceeded  1999  levels  by  5.8%.    Adjusting  for  the  effects  of  overall  declining  foreign  exchange  rates,  earned
premiums in local currencies increased 3.9% during 2001, 16.7% during 2000 and 12.0% during 1999.  Growth in
2001 premiums was primarily due to increased premiums in Lloyd’s Syndicate 435 and in the U.K. casualty treaty
business, partially offset by decreased premiums in Latin America and at Cologne Re.  The decrease at Cologne Re
relates  primarily  to  the  non-renewal  of  unprofitable  treaty  business.    Earned  premium  growth  in  2000  was
principally attributable to premiums to reinstate coverage as a result of the 1999 European winter storm losses as
well as increases in Lloyd’s Syndicate 435.

50

Insurance — Underwriting (Continued)

General Re (Continued)

Underwriting results for General Re’s international property/casualty businesses have been unsatisfactory.
Included  in  2001  underwriting  results  were  $500  million  of  gross  and  $313  million  of  net  losses  related  to  the
September 11th terrorist attack.  Other international property/casualty net underwriting losses were $433 million in
2001, including a loss of $143 million from an explosion at a steel plant in the United Kingdom.  Catastrophe and
other  large  individual  property  losses  for  2000  and  1999  were  $80  million  and  $112  million,  respectively.
Underwriting  losses  in  1999  also  included  approximately  $100  million  related to  credit  coverages  for  the  motion
picture  business.    Due  to  the  large  amount  of  property  business  written  in  the  international  property/casualty
operations, periodic underwriting results will be volatile.

General  Re  conducts  reinsurance  business  in  Argentina  through  a  wholly-owned  subsidiary.    Currently,
Argentina  is  in  the  midst  of  an  economic  and  political  crisis.    Since  the  beginning  of  2002,  the  Argentine
government has significantly devalued the peso relative to the U.S. dollar.  It is still uncertain what effect this and
other actions that may be taken will have on the international property/casualty business.

General Re’s global life/health underwriting results for the past three years are summarized below.

Premiums written .....................
Premiums earned ......................
Losses and loss expenses .........
Underwriting expenses.............
Total losses and expenses.........

2001

Amount
$2,005
$1,988
1,625
     445
  2,070

%

100.0
81.7
  22.4
104.1

Underwriting loss — pre-tax....

$    (82)

— (dollars in millions) —
2000(1)

2000(2)

1999

Amount
$2,263
$2,261
1,869
    472
 2,341

$   (80)

%

100.0
82.6
  20.9
103.5

Amount
$1,781
$1,773
1,473
    384
 1,857

%

100.0
83.1
  21.6
104.7

Amount
$1,736
$1,725
1,434
    418
 1,852

%

100.0
83.2
  24.2
107.4

$   (84)

$ (127)

(1) Column includes 15 months of data due to elimination of one-quarter lag reporting in 2000.
(2) Column includes 12 months reported on a one-quarter lag and is shown for comparability with 1999.

General  Re’s  global  life/health  affiliates  reinsure  such  risks  worldwide.    Global  life/health  operations
previously  reported  their  results  on  a  one-quarter  lag.    As  previously  noted,  the  global  life/health  operations
discontinued  reporting  results  on  a  one-quarter  lag  during  the  fourth  quarter  of  2000.    Reported  results  for  2000
contain fifteen months.  The table above shows underwriting results for both the twelve-month and fifteen-month
periods.  The analysis that follows excludes this additional quarter.

In 2001, earned premiums in the U.S. life/health business increased $194 million (20%) to $1,147 million.
In 2000, U.S. life/health premiums exceeded amounts earned in 1999 by $28 million (3.0%).  The increase in 2001
was primarily related to increases in the U.S. life business and the acquisition of two Medicare supplement (health)
blocks  of  business.    In  2001,    premiums  from    international  life/health    business  increased    $21  million    (3%)  to
$841 million.  In 2000, international life/health premiums exceeded 1999 by $20 million (3.0%).  Adjusting for the
effect of foreign exchange, international life/health earned premiums increased 10.4% in 2001 and 14.8% in 2000.
The increases in 2001 occurred primarily in the Western Europe and Asia life markets.

Underwriting losses in the U.S. life/health operations were $87 million in 2001, compared with losses of
$23  million  in 2000 and  $117  million  in  1999.   The U.S.  life/health underwriting  results for  2001  include
$15 million of net losses related to the September 11th terrorist attack.  Results for the U.S. life/health reinsurance
operations  include  $46  million  of  reserve  increases  related  primarily  to  special  risk  business,  which  was
discontinued in 1999.  Partially offsetting the aforementioned losses were the effects of improved mortality in the
U.S. individual life business, favorable claim development and rate increases in the U.S. individual health business.

International  life/health  operations  generated  an  underwriting  gain  of  $5  million  in  2001  compared  to
losses of $61 million in 2000 and $10 million in 1999.  In 2001, improved results were achieved in both the life and
health businesses, which each reported a small underwriting profit in 2001.  The losses in 2000 primarily related to
personal accident and pension lines of business.

51

Management's Discussion (Continued)

Insurance — Underwriting (Continued)

Berkshire Hathaway Reinsurance Group

The Berkshire Hathaway Reinsurance Group (“BHRG”) underwrites principally excess-of-loss reinsurance
coverages  for  insurers  and  reinsurers  around  the  world.    BHRG  is  believed  to  be  one  of  the  leaders  in  providing
catastrophe  excess-of-loss  reinsurance.    In  addition,  over  the  past  three  years,  BHRG  has  generated  significant
premium volume from a few very sizable retroactive reinsurance contracts.

Underwriting results for the past three years are summarized in the following table.

Premiums written .......................................................
Premiums earned........................................................
Losses and loss expenses ...........................................
Underwriting expenses...............................................
Total losses and expenses...........................................

2001

— (dollars in millions) —
2000

1999

Amount
$3,254
$2,991
3,443
     195
  3,638

%

100.0
115.1
    6.5
121.6

Amount
$4,732
$4,712
4,759
     115
  4,874

%

100.0
101.0
    2.4
103.4

Amount
$2,418
$2,387
2,572
      66
 2,638

%

100.0
107.8
    2.7
110.5

Underwriting loss — pre-tax......................................

$  (647)

$  (162)

$(251)

Premiums  earned  by  BHRG  were  $2,991  million in  2001,  $4,712  million  in  2000  and  $2,387  million  in
1999.    Premiums  earned  from  retroactive  coverages  were  $1,993  million  in  2001,  $3,944  million  in  2000  and
$1,507  million  in  1999.      Premiums  earned  from  catastrophe    and  non-retroactive    reinsurance    business  totaled
$998 million in 2001, $768 million in 2000 and $880 million in 1999.  Of these amounts, catastrophe reinsurance
policies contributed $511 million in 2001 and $314 million in both 2000 and 1999. In 2001, premiums earned from
these  businesses  include  BHRG’s  participation  in  Lloyd’s  Syndicate  1861.  Otherwise,  the  non-catastrophe
premiums earned in each year derive from a few sizable quota-share and excess contracts.

BHRG’s underwriting losses in 2001 were $647 million, compared to losses of $162 million in 2000 and
$251  million  in  1999.    Underwriting  losses  from  retroactive  reinsurance  contracts  totaled  $371  million  in  2001,
$191 million in 2000 and $ 97 million in 1999.  Retroactive reinsurance contracts indemnify ceding companies for
losses arising under insurance or reinsurance contracts written in the past, usually many years ago.  Consequently,
these  contracts  are  often  expected  to  provide  indemnification  of  environmental  and  other  latent  injury  claims.
While contract terms vary, losses under the contracts are subject to a very large aggregate dollar limit, occasionally
exceeding $1 billion under a single contract.

Generally, it is also anticipated, although not assured, that claims under retroactive contracts will be paid
over long time periods.  As a result, premiums are, in part, discounted for time value.  However, when written, these
contracts do not produce an underwriting loss for financial reporting purposes because the excess of the estimated
ultimate  claims  payable  over  the  premiums  earned  is  established  as  a  deferred  charge.    The  deferred  charge  is
subsequently  amortized  over  the  expected  claim  settlement  periods  and  is  included  as  a  component  of  losses
incurred.  When written, retroactive reinsurance contracts are expected to generate significant underwriting losses
over  time  due  to  the  amortization  of  these  deferred  charges.    Nevertheless,  this  business  is  accepted  due  to  the
exceptionally  large  amounts  of  float  generated.   Unamortized deferred charges under  BHRG contracts were
$3.1 billion as of December 31, 2001 compared to $2.6 billion at December 31, 2000.  It is currently expected that
losses incurred in 2002 will include about $400 million of deferred charge amortization.

The catastrophe and other non-retroactive reinsurance businesses generated an underwriting loss of $276
million in 2001, an underwriting gain of $29 million in 2000 and an underwriting loss of $154 million in 1999.  The
underwriting loss for 2001 includes a net loss of approximately $530 million from the terrorist attack on September
11th.  Partially offsetting this loss were profits from the remainder of the catastrophe reinsurance business and loss
reserve  reductions  on  contracts  written  in  prior  years.    In  2000  and  1999,  the  catastrophe  reinsurance  business
generated underwriting gains of $183 million and $196 million, respectively, reflecting relatively minor amounts of
catastrophe losses.  The timing and magnitude of catastrophe losses can produce considerable volatility in periodic
underwriting results.

52

Insurance — Underwriting (Continued)

Berkshire Hathaway Reinsurance Group (Continued)

In  2000  and  1999,  underwriting  losses  included  $186  million  and  $220  million,  respectively,  from  an
aggregate  excess  contract  covering  losses  occurring  in  those  years.    In  1999,  BHRG  recorded  an  additional
underwriting loss of  $126 million from business assumed from General Re related to a similar arrangement written
by General Re in that year.  Similar to retroactive reinsurance contracts, premiums under these contracts are in part,
discounted for time value as losses are often expected to be paid over lengthy periods.  Unlike retroactive contracts,
no deferred charges are recorded and thus underwriting losses result as premiums are earned.  However, similar to
the retroactive contracts, this business was accepted because of the large amounts of float generated.

Berkshire Hathaway Primary Insurance Group

Berkshire’s  other  primary  insurance  businesses  consist  of  a  wide  variety  of  smaller  insurance  businesses
that principally write liability coverages for commercial accounts.  These businesses include:  National Indemnity
Company’s  primary  group  operation  (“NICO  Primary  Group”),  a  writer  of  motor  vehicle  and  general  liability
coverages;  United  States  Investment  Corporation  (“USIC”),  acquired  by  Berkshire  in  August  2000  and  whose
subsidiaries underwrite specialty insurance coverages; a group of companies referred to internally as “Homestate”
operations, providers of standard multi-line insurance, and Central States Indemnity Company, a provider of credit
and disability insurance to individuals nationwide through financial institutions.

Collectively, Berkshire’s other primary insurance businesses produced earned premiums of $501 million in
2001, $325 million in 2000 and $257 million in 1999.  The increases in premiums earned during the past two years
was  largely  attributed  to  the  inclusion  of  USIC’s  business  beginning  in  August  2000.    During  2001,  increased
premiums  were  also  earned  by  the  NICO  Primary  Group  and  Homestate  businesses.    Net  underwriting  gains  of
Berkshire’s other primary insurance businesses totaled $30 million in 2001, $25 million in 2000 and $17 million in
1999.  The improvement in year-to-year comparative underwriting results was due in large part to USIC.

Insurance — Investment Income

Following is a summary of the net investment income of insurance operations for the past three years.
— (dollars in millions) —
2000
1999
2001
$2,489
$2,773
$2,824
     720
     827
     856

Investment income before taxes.............................................................................
Applicable income taxes and minority interest ......................................................

Investment income after taxes and minority interest..............................................

$1,968

$1,946

$1,769

Investment income from insurance operations in 2001 increased $51 million (1.8%) over 2000.  Investment
income  in  2000  exceeded  amounts  earned  in  1999  by  $284  million  (11.4%).    As  discussed  in  Note  1(a)  to  the
Consolidated Financial Statements, results for 2000 include five quarters with respect to General Re’s international
reinsurance  operations.    Pre-tax  investment  income  in  2000  includes  $103  million  related  to  that  extra  quarter.
Invested assets decreased during 2001 by $4 billion to $72 billion at December 31.  The decrease in invested assets
was primarily attributed to a $6 billion decline in the market values of Berkshire’s major equity investments and $4
billion  in  dividends  paid  to  Berkshire  during  the  year.    Partially  offsetting  these  declines  was  an  increase  in
investments from an increase in float generated by insurance operations.  Float represents an estimate of the amount
of funds ultimately payable to policyholders that is available for investment.

The total float at December 31, 2001 was approximately $35.5 billion compared to about $27.9 billion at
December 31, 2000.  Although the increase in float during 2001 was significant, its cost, represented by the pre-tax
underwriting loss over the average float, was also significant.  Due to the magnitude of underwriting losses in 2001,
the cost of float was about 12.8%.  In 2000, the cost of float was approximately 6.0%.  Pre-tax investment income in
2001 was also adversely affected by declining interest rates, particularly for short to medium term investments.

53

Management's Discussion (Continued)

Non-Insurance Businesses

A summary follows of results from Berkshire’s non-insurance businesses for the past three years.

2001

— (dollars in millions) —
2000

1999

Revenues ......................................................................
Cost and expenses ........................................................
Operating profit............................................................
Income taxes and minority interest ..............................

Amount
$15,604
  13,498
2,106
       801

Contribution to net earnings.........................................

$  1,305

%
100
  87
13
    5

    8

Amount
$7,994
  6,594
1,400
     509

$   891

%
100
  83
17
    6

  11

Amount
$6,035
  5,205
830
     317

$   513

%
100
  86
14
    5

    9

A  comparison  of  revenues  and  operating  profits  between  2001,  2000  and  1999  for  the  non-insurance

businesses follows.

— (dollars in millions) —

Non-Insurance Businesses

Building products .....................................................
Finance and financial products.................................
Flight services...........................................................
Retail ........................................................................
Scott Fetzer Companies ............................................
Shaw Industries ........................................................
Other businesses .......................................................

2001

$  3,269
519
2,563
1,998
914
4,012
    2,329

Revenues
2000

1999

Operating Profits
2000

2001

1999

$   178
530
2,279
1,864
963
—
  2,180

— $   461
519
186
175
129
292
     344

$   117
1,856
1,402
1,021
—
  1,639

$     34
530
213
175
122
—
     326

—
$117
225
130
147
—
  211

$15,604

$7,994

$6,035

$2,106

$1,400

$830

2001 compared to 2000

Berkshire's  numerous  non-insurance  businesses  grew  significantly  through  the  acquisition  of  several
businesses in 2000 and 2001.  As a result, in 2001 there are two new significant non-insurance business segments.
One  new  segment  is  Shaw  Industries  ("Shaw"),  in  which  Berkshire  acquired  an  approximately  87.3%  interest  on
January  8,  2001.    (Subsequent  to  December  31,  2001,  Berkshire  acquired  the  remaining  interest  in  Shaw.)    In
addition, the building products segment consists of four recently acquired businesses (MiTek Inc., acquired July 31,
2001,  Johns  Manville,  acquired  February  27,  2001,  Benjamin  Moore,  acquired  in  December  2000  and  Acme
Building Brands, acquired in August 2000).  Also, Berkshire’s finance and financial products businesses are being
presented as a segment which in 2001 includes XTRA Corporation from the date acquired of September 20, 2001.
Berkshire also acquired Ben Bridge Jeweler in July 2000, which is included as part of Berkshire's retailing segment.
Other businesses acquired in 2000 include CORT Business Services (February 2000), Justin Brands (August 2000)
and MidAmerican Energy Holdings Company (March 2000).  The results of each of the aforementioned businesses
are reflected in Berkshire's earnings from their respective acquisition dates.

Additional information regarding each significant business acquisition is contained in Notes 2 and 3 of the
Consolidated Financial Statements.  In general, many of Berkshire's non-insurance businesses have been adversely
affected by the general economic slowdown in the United States during 2001 and exacerbated by the effects of the
terrorist  attack  on  September  11,  2001.    Nevertheless,  Berkshire's  management  considers  that  most  of  its  non-
insurance  businesses  have  performed  well  under  these  difficult  conditions.    The  following  is  a  discussion  of
significant matters impacting comparative results for the non-insurance businesses.

Building products

Berkshire’s  building  products  businesses  include  Johns  Manville,  acquired  on  February  27,  2001,
Benjamin  Moore,  acquired  in  December  2000,  Acme  Brick,  acquired  in  August  2000,  and  MiTek  Inc.,  acquired
July 31, 2001.  Each of these businesses manufactures and distributes products and services for the residential and
commercial construction and home improvement markets.  Revenues of the building products group in 2001 totaled
$3,269 million and pre-tax operating profits of the building products group in 2001 totaled $461 million.

54

Non-Insurance Businesses (Continued)

Building products (Continued)

On a comparative full year basis, building products revenues were $3,746 million roughly unchanged from
the prior year.  Full year operating profits of approximately $570 million declined about 4%.  Most of the decline
occurred at Johns Manville where comparative results were negatively impacted by higher raw material prices and
energy costs.

Finance and financial products

Several finance and financial products businesses are included in this segment.  Generally, these businesses
invest  in  various  types  of  fixed-income  securities,  loans,  leases  and  other  financial  instruments,  often  utilizing
leverage  or  borrowed  funds  in  the  process.    The  most  significant  of  these  businesses  are  BH  Finance,  a  business
engaged in proprietary trading strategies, General Re Securities (“GRS”), a dealer in derivative contracts and XTRA
Corporation, a transportation equipment leasing business.

Operating  income  of  the  finance  and  financial  products  group  in  2001  decreased  $11  million  (2.1%)  as
compared to 2000.  Income of BH Finance in 2001 declined $39 million from 2000.  In 2001, interest income, net of
interest expense, of BH Finance increased significantly,  but  was  more  than  offset  by  reduced  realized  investment
gains.  Realized gains in 2000 derived from the disposition of a large portfolio of fixed income securities.  Under
the current market conditions, BH Finance should continue to produce significant operating profits in 2002.

GRS’s  operating  profit  in  2001  was  $11  million  compared  to  a  loss  of  $63  million  in  2000.    In  January
2002,  management  announced  that  it  would  commence  a  long-term  run-off  of  GRS.    During  the  run-off  period,
GRS  will  limit  new  business  to  certain  risk  management  transactions  and  will  unwind  existing  asset  and  liability
positions in an orderly manner.  It is expected that the run-off will take several years to complete.  It is currently
unknown what impact this decision may have on operating results in 2002.

In 2001, Berkshire’s finance and financial products businesses also include the results of Berkadia LLC.
In 2001, the operating results included a pre-tax loss of $40 million from Berkadia.  Such loss was caused by a loss
from Berkadia’s application of the equity method of accounting related to its investment in FINOVA common stock
partially offset by net interest income.  The structure of this transaction and risks associated with this transaction are
described in Note 9 to the Consolidated Financial Statements.

Flight services

This segment includes FlightSafety and Executive Jet.  FlightSafety provides high technology training to
operators of aircraft and ships.  FlightSafety’s worldwide clients include corporations, the military and government
agencies.    Executive  Jet  is  the  world’s  leading  provider  of  fractional  ownership  programs  for  general  aviation
aircraft.    Revenues  from  flight  services  in  2001  increased  $284  million  (12.4%)  over  2000.    About  83%  of  the
increase  in  revenues  was  attributed  to  Executive  Jet,  which  produced  significant  increases  in  revenues  from  both
flight  operations  and  aircraft  sales.    Revenues  from  FlightSafety  also  increased  approximately  7.7%  in  2001  as
compared  to  2000,  reflecting  both  increased  training  revenues  and  product  sales.    Operating  profits  in  2001
decreased $27.1 million (12.8%) as compared to 2000.  Increased operating profits at FlightSafety were more than
offset  by  reduced  operating  profits  at  Executive  Jet.    Executive  Jet’s  results  in  2001  and  2000  reflect  operating
losses  related  to  expansion  into  Europe  as  well  as  significantly  higher  operating  costs  incurred  to  insure  that  a
premier  level  of  safety,  security  and  service  is  maintained.    The  increases  in  safety  and  security  costs  were
exacerbated by the September 11th terrorist attack.

Retail

Berkshire’s  retailing  businesses  consist  of  four  independently  managed  retailers  of  home  furnishings
(Nebraska  Furniture  Mart  and  its  subsidiaries  (“NFM”),  R.C.  Willey  Home  Furnishings  (“RC  Willey”),  Star
Furniture  and  Jordan's  Furniture)  and  three  independently  managed  retailers  of  fine  jewelry  (Borsheim's  Jewelry,
Helzberg's Diamond Shops, and Ben Bridge Jeweler).

55

Management's Discussion (Continued)

Non-Insurance Businesses (Continued)

Retail (Continued)

Revenues  of  the  retail  businesses  in  2001  increased  $134  million  (7.2%)  as  compared  to  2000  and
operating profits in 2001 of $175 million were unchanged from 2000.  The increase in revenues was attributed to
the inclusion of a full year of results for Ben Bridge, the acquisition of a relatively small furniture retailer by NFM
in November 2000 and sales from a new store opened in 2001 by RC Willey in Henderson, Nevada.  Otherwise,
same store sales for the home furnishing retailers were relatively unchanged between years and same store sales for
the fine jewelry retailers declined 7.6%.  Home furnishings comparative pre-tax earnings were relatively unchanged
between  years  and  pre-tax  earnings  declined  at  each  of  the  jewelry  businesses.    The  economic  recession  that
developed  during  2001  and  weak  post-September  11th  retail  sales  are  believed  to  be  the  primary  causes  for  these
results.

Scott Fetzer Companies

The Scott Fetzer companies are a group of about twenty diverse manufacturing and distribution businesses
under common management.  Principal businesses in this group of companies sell products under the Kirby (home
cleaning systems), Campbell Hausfeld (air compressors, paint sprayers, generators and pressure washers) and World
Book (encyclopedias and other educational products) names.

Revenues  in  2001  from  Scott  Fetzer's  businesses  decreased  $49  million  (5.1%)  as  compared  to  2000.
Operating  profits  in  2001  increased  $7  million  (5.7%)  as  compared  to  2000.    The  decline  in  revenues  was  due
primarily  to  lower  foreign  unit  sales  at  Kirby,  weakening  demand  for  products  of  many  of  Scott  Fetzer’s  smaller
businesses and lower sales volume at World Book.  The increase in operating profits in 2001 was attributed to lower
raw material prices and reduced labor and overhead costs at Campbell Hausfeld and the benefit of administrative
cost reduction programs, partially offset by the impact of overall lower sales volume.

Shaw Industries

Berkshire acquired 87.3% of Shaw on January 8, 2001.  Shaw is a leading manufacturer and distributor of
carpet and rugs for residential and commercial use.  Shaw also provides installation services and offers hardwood
floor and other floor coverings.  In January 2002, Berkshire acquired the remaining 12.7% of Shaw.

On  a  comparative  full-year  basis,  Shaw’s  revenues  in  2001  of  $4,012  million  declined  by  about  $100
million from 2000.  The decline in revenues reflects primarily a decline in square yards sold.  Sales in 2001 were
negatively affected by the economic recession in the U.S., particularly in the commercial markets, and by slowing
demand after the September 11th terrorist attack.

In 2001, Shaw’s pre-tax operating profit totaled $292 million.  Shaw’s operating results in 2001 benefited
from lower raw material costs and lower interest costs, partially offset by higher energy costs.  Although uncertainty
in the U.S. economy persists, management is cautiously optimistic that sales and results will be stable in 2002.

2000 compared to 1999

Revenues  from  the  non-insurance  businesses  increased  $1,959  million  (32.5%)  in  2000  as  compared  to
1999.  Operating profits of $1,400 million during 2000 increased $570 million (68.7%) from the comparable 1999
amount.    Business  acquisitions  completed  during  1999  and  2000  account  for  a  significant  portion  of  the  revenue
increase.  The acquisitions of Jordan’s Furniture (November 1999), CORT Business Services (February 2000), Ben
Bridge  Jeweler  (July  2000)  and  Justin  Brands  and  Acme  Brick  (August  2000)  account  for  about  50%  of  the
increase.    The  flight  services  segment  and  the  finance  and  financial  products  segment  account  for  most  of  the
remaining comparative increase.  Most of the increase in the flight services segment was attributed to Executive Jet
which produced significant increases in revenues from both flight operations and aircraft sales.  Operating profits
for the finance and financial products segment increased $413 million primarily as a result of realized gains on a
large portfolio of fixed maturity securities acquired during 1999 pursuant to a proprietary trading strategy.  These
securities  were  sold  during  2000.    The  aforementioned  business  acquisitions  in  the  aggregate  accounted  for
substantially all of the remaining increase in operating profits.

56

Goodwill amortization and other purchase-accounting adjustments

Goodwill  amortization  and  other  purchase-accounting  adjustments  reflect  the  after-tax  effect  on  net
earnings  with  respect  to  the  amortization  of  goodwill  of  acquired  businesses  and  the  amortization  of  fair  value
adjustments to certain assets and liabilities which were recorded at the business acquisition dates.  Amortization of
goodwill was $572 million in 2001, $715 million in 2000 and $477 million in 1999.  Goodwill amortization in 2000
included a charge of $219 million to write-off the remaining goodwill related to Dexter Shoe (see Note 1(g) to the
Consolidated Financial Statements).

As  a  result  of  new  accounting  standards  issued  by  the  FASB  in  June  2001,  accounting  for  goodwill  has
changed.    Goodwill  arising  from  business  acquisitions  completed  after  July  1,  2001  is  not  subject  to  systematic
amortization.    In  addition,  the  systematic  amortization  of  goodwill  related  to  businesses  acquired  before  June  30,
2001  will  be  discontinued  effective  January  1,  2002.    The  new  accounting  standards  require  that  goodwill  of
acquired businesses continue to be tested for impairment.  Berkshire has not fully completed an assessment of the
new standards, however, adoption of the new standards is expected to have a significant impact on earnings.

Other  purchase-accounting  adjustments  consist  primarily  of  the  amortization  of  the  excess  market  value
over  the  historical  cost  of  fixed  maturity  investments  that  existed  as  of  the  date  of  certain  business  acquisitions.
Such excess is included in Berkshire’s cost of the investments and is being amortized over the estimated remaining
lives of the assets.  The unamortized excess remaining in the cost of fixed maturity investments was $565 million at
December 31, 2001, $680 million at December 31, 2000 and $940 million at December 31, 1999.

Realized Investment Gain

Realized  investment  gain  has  been  a  recurring  element  in  Berkshire's  net  earnings  for  many  years.    The
amount — recorded when investments are sold, other-than-temporarily impaired or in certain situations, as required
by GAAP, when investments are marked-to-market with the corresponding gain or loss included in earnings — may
fluctuate significantly from period to period, with a meaningful effect upon Berkshire's consolidated net earnings.
However,  the  amount  of  realized  investment  gain  or  loss  for  any  given  period  has  no  predictive  value,  and
variations  in  amount  from  period  to  period  have  no  practical  analytical  value,  particularly  in  view  of  the  net
unrealized price appreciation now existing in Berkshire's consolidated investment portfolio.

While  the  effects  of  realized  gains  are  often  material  to  the  Consolidated  Statements  of  Earnings,  such
gains  often  produce  a  minimal  impact  on  Berkshire's  total  shareholders'  equity.    This  is  due  to  the  fact  that
Berkshire's  investments  are  carried  in  prior  periods'  Consolidated  Financial  Statements  at  market  value  with
unrealized gains, net of tax, reported as a separate component of shareholders' equity.

Market Risk Disclosures

Berkshire's  Consolidated  Balance  Sheet  includes  a  substantial  amount  of  assets  and  liabilities  whose  fair
values are subject to market risks.  Berkshire’s significant market risks are primarily associated with interest rates
and equity prices and to a lesser degree financial products.  The following sections address the significant market
risks associated with Berkshire's business activities.

Interest Rate Risk

This  section  discusses  interest  rate  risks  associated  with  Berkshire’s  financial  assets  and  liabilities.
Berkshire's  management  prefers  to  invest  in  equity  securities  or  to  acquire  entire  businesses  based  upon  the
principles  discussed  in  the  following  section  on  equity  price  risk.    When  unable  to  do  so,  management  may
alternatively invest in bonds or other interest rate sensitive instruments.  Berkshire's strategy is to acquire securities
that are attractively priced in relation to the perceived credit risk.  Management recognizes and accepts that losses
may occur.  Berkshire has historically utilized a modest level of corporate borrowings and debt.  Further, Berkshire
strives  to  maintain  the  highest  credit  ratings  so  that  the  cost  of  debt  is  minimized.    Berkshire  utilizes  derivative
products to manage interest rate risks to a very limited degree.

The  fair  values  of  Berkshire's  fixed  maturity  investments  and  borrowings  under  investment  agreements,
notes payable and other debt will fluctuate in response to changes in market interest rates.  Increases and decreases
in  prevailing  interest  rates  generally  translate  into  decreases  and  increases  in  fair  values  of  those  instruments.
Additionally, fair values of interest rate sensitive instruments may be affected by the credit worthiness of the issuer,
prepayment  options,  relative  values  of  alternative  investments,  the  liquidity  of  the  instrument  and  other  general
market conditions.

57

Management's Discussion (Continued)

Interest Rate Risk (Continued)
The  following  table  summarizes  the  estimated  effects  of  hypothetical  increases  and  decreases  in  interest
rates on assets and liabilities that are subject to interest rate risk.  It is assumed that the changes occur immediately
and  uniformly  to  each  category  of  instrument  containing  interest  rate  risks.    The  hypothetical  changes  in  market
interest rates do not reflect what could be deemed best or worst case scenarios.  Variations in market interest rates
could  produce  significant  changes  in  the  timing  of  repayments  due  to  prepayment  options  available.    For  these
reasons, actual results might differ from those reflected in the table which follows.  Dollars are in millions.

Non-finance businesses

As of December 31, 2001
Investments in securities with fixed maturities .....
Borrowings under investment agreements and

Estimated Fair Value after
Hypothetical Change in Interest Rates
(bp=basis points)
200 bp
increase

100 bp
increase

300 bp
increase

100 bp
decrease

Fair Value

$36,603

$38,937

$34,333

$32,154

$30,148

other debt............................................................

3,624

3,708

3,545

3,474

3,407

As of December 31, 2000
Investments in securities with fixed maturities .....
Borrowings under investment agreements and

$32,567

$33,466

$31,346

$30,005

$28,690

other debt............................................................

2,470

2,540

2,404

2,336

2,274

Finance and financial products businesses *

As of December 31, 2001
Investments in securities with fixed maturities

and loans and other receivables..........................
Notes payable and other borrowings **................

$28,126
26,373

$28,545
26,451

$27,221
26,307

$26,140
26,244

$25,025
26,186

As of December 31, 2000
Investments in securities with fixed maturities

and loans and other receivables..........................
Notes payable and other borrowings **................

$6,460
4,285

$6,752
4,339

$6,125
4,252

$5,700
4,215

$5,304
4,182

* Excludes General Re Securities – See Financial Products Risk section for discussion of risks associated with this business.

** Includes securities sold under agreements to repurchase with a carrying value of $20,430 million at December 31, 2001 and

$2,887 million at December 31, 2000.

Equity Price Risk

Strategically,  Berkshire  strives  to  invest  in  businesses  that  possess  excellent  economics,  with  able  and
honest management and at sensible prices.  Berkshire's management prefers to invest a meaningful amount in each
investee.    Accordingly,  Berkshire's  equity  investments  are  concentrated  in  relatively  few  investees.    At  year-end
2001  and  2000,  over  70%  of  the  total  fair  value  of  investments  in  equity  securities  was  concentrated  in  four
investees.

Berkshire's preferred strategy is to hold equity investments for very long periods of time.  Thus, Berkshire
management is not necessarily troubled by short term price volatility with respect to its investments provided that
the  underlying  business,  economic  and  management  characteristics  of  the  investees  remain  favorable.    Berkshire
strives  to  maintain  above  average  levels  of  shareholder  capital  to  provide  a  margin  of  safety  against  short  term
equity price volatility.

The  carrying  values  of  investments  subject  to  equity  price  risks  are  based  on  quoted  market  prices  or
management's  estimates  of  fair  value  as  of  the  balance  sheet  dates.    Market  prices  are  subject  to  fluctuation  and,
consequently, the amount realized in the subsequent sale of an investment may significantly differ from the reported
market  value.    Fluctuation  in  the  market  price  of  a  security  may  result  from  perceived  changes  in  the  underlying
economic characteristics of the investee, the relative price of alternative investments and general market conditions.
Furthermore,  amounts  realized  in  the  sale  of  a  particular  security  may  be  affected  by  the  relative  quantity  of  the
security being sold.

58

Equity Price Risk (Continued)

The table below summarizes Berkshire's equity price risks as of December 31, 2001 and 2000 and shows
the  effects  of  a  hypothetical  30%  increase  and  a  30%  decrease  in  market  prices  as  of  those  dates.    The  selected
hypothetical change does not reflect what could be considered the best or worst case scenarios. Indeed, results could
be far worse due both to the nature of equity markets and the aforementioned concentrations existing in Berkshire's
equity investment portfolio.  Dollars are in millions.

Fair Value

Hypothetical
Price Change

Estimated
Fair Value after
Hypothetical
Change in Prices

Hypothetical
Percentage
Increase (Decrease) in
Shareholders’ Equity

As of December 31, 2001.................

$28,675

As of December 31, 2000.................

$37,384

Financial Products Risk

30% increase
30% decrease

$37,277
20,072

30% increase
30% decrease

$48,599
26,170

9.6
(9.6)

11.7
(11.7)

Gen  Re  Securities  Holdings  Limited  (“GRS”)  operates  as  a  dealer  in  various  types  of  derivative
instruments in conjunction with offering risk management products to its clients.  As previously noted, in January
2002, General Re announced that it would commence a long-term run off of GRS’s business.  It is expected that the
orderly run-off will take several years to complete.  GRS monitors its market risk on a daily basis across all swap
and option products by estimating the effect on operating results of potential changes in market variables over a one
week  period,  based  on  historical  market  volatility,  correlation  data  and  informed  judgment.    This  evaluation  is
performed  on  an  individual  trading  book  basis,  against  limits  set  by  individual  book,  to  a  99%  probability  level.
GRS  sets  market  risk  limits  for  each  type  of  risk,  and  for  an  aggregate  measure  of  risk  across  all  trading  books,
based on a 99% probability that movements in market rates will not affect the results from operations in excess of
the risk limit over a one week period.  GRS’s weekly aggregate market risk limit was $22 million in 2001.  In 2001,
there were no days where the actual losses exceeded the estimated value at risk and no days where the value at risk
exceeded  the  aggregate  limit.  In  addition  to  these  daily  and  weekly  assessments  of  risk,  GRS  prepares  periodic
stress tests to assess its exposure to extreme movements in various market risk factors.

The  table  below  shows  the  highest,  lowest  and  average  value  at  risk,  as  calculated  using  the  above
methodology, by broad category of market risk to which GRS is exposed over one week intervals.  Dollars are in
millions.

Highest .............................
Lowest..............................
Average ............................

                                                  2001                                                  

Interest Rate
$18
10
13

Foreign
Exchange Rate
$8
3
4

Equity
$5
2
3

Credit
$3
1
1

All Risks
$14
3
7

2000
All Risks
$14
1
4

GRS  evaluates  and  records  a  fair-value  adjustment  to  recognize  counterparty  credit  exposure  and  future
costs  associated  with  administering  each  contract.    The  expected  credit  exposure  for  each  trade  is  initially
established on the trade date and is determined through the use of a proprietary credit exposure model that is based
on historical default probabilities, market volatilities and, if applicable, the legal right of setoff.  These exposures
are continually monitored and adjusted due to changes in the credit quality of the counterparty, changes in interest
and currency rates or changes in other factors affecting credit exposure.

Liquidity and Capital Resources

Berkshire’s balance sheet continues to reflect significant liquidity and a strong capital base.  Consolidated
shareholders’ equity at December 31, 2001 totaled $58.0 billion.  Consolidated cash and invested assets, excluding
assets  of  finance  and  financial  products  businesses  totaled  approximately  $72.5  billion  at  December  31,  2001
compared to $77.1 billion at December 31, 2000, including approximately $5.3 billion in cash and cash equivalents
at the end of each year.  During 2001 Berkshire deployed about $4.7 billion in cash for business acquisitions.  Cash
utilized in these acquisitions was generated internally.  Also contributing to the decline in invested assets was a $7.0
billion  reduction  in  unrealized  gains  in  Berkshire’s  investments  in  equity  securities.  Partially  offsetting  these
declines  was  cash  flows  generated  from  operations  of  approximately  $6.6  billion,  primarily  from  insurance
operations.

59

Management's Discussion (Continued)

Liquidity and Capital Resources (Continued)

Berkshire’s  consolidated  borrowings  under  investment  agreements  and  other  debt,  excluding  finance
businesses, totaled $3,485 million at December 31, 2001 compared to $2,663 million at December 31, 2000.  The
increase in borrowings during 2001 relates primarily to pre-acquisition debt of Shaw and Johns Manville, as well as
an  increase  in  borrowings  by  Executive  Jet  to  finance  aircraft  inventory  and  core  fleet  acquisitions.    During  the
second quarter of 2001, Berkshire filed a shelf registration to issue up to $700 million in new debt securities at a
future date.  The intended purpose of the future issuance of debt is to fund the repayment of currently outstanding
borrowings  of  certain  Berkshire  subsidiaries.    The  timing  and  amount  of  the  debt  to  be  issued  under  the  shelf
registration has not yet been determined.

As of December 31, 2001, Berkshire’s borrowings under investment agreements and other debt, excluding
finance businesses, included commercial paper and other short-term borrowings totaling $1.8 billion.  Most of these
borrowings  were  by  Executive  Jet  and  Shaw  for  operating  needs.    Berkshire  is  also  contingently  liable  for  the
unpaid  debt  of  Berkadia  LLC  through  a  primary  guaranty  of  90%  of  the  debt  and  a  secondary  guaranty  of  the
remaining 10% of the loan.  At December 31, 2001, Berkadia’s unpaid loan balance was $4.9 billion, of which $1.0
billion has been prepaid subsequent to the end of 2001.  See Note 9 to the Consolidated Financial Statements for
additional  information.    Most  of  Berkshire’s  borrowings  under  investment  agreements  contain  contractual
provisions that could require Berkshire to collateralize or prepay the outstanding obligations upon a downgrade in
Berkshire’s senior debt ratings.

Invested assets of the finance and financial products businesses totaled $41.6 billion at December 31, 2001
compared to $16.8 billion at December 31, 2000.  Most of the increase was due to increased investments in U.S.
Treasury  securities  and  obligations  of  U.S.  government-sponsored  enterprises.    These  investments  were  primarily
financed  through  repurchase  agreements.    The  repurchase  agreements  require  that  fair  value  of  the  pledged
collateral exceed the amount borrowed.  A decline in the value of the investments pledged would require pledges of
cash  or  additional  collateral.    Under  the  contractual  terms  with  counterparties  to  its  derivatives  trading  activities,
General Re Securities (“GRS”) may be required to post collateral against trading account liabilities.

Notes payable and other borrowings of Berkshire’s finance and financial products businesses totaled $9.0
billion at December 31, 2001 and $2.1 billion at December 31, 2000.  The balance at December 31, 2001 includes
Berkadia’s  outstanding  term  loan  of $4.9  billion  (see  Note  9  to  the  Consolidated  Financial  Statements)  and  $613
million of debt of XTRA Corporation, which Berkshire acquired on September 20, 2001.  The remaining increase
was due to increased commercial paper borrowings by GRS to fund short-term liquidity needs.

Berkshire believes that it currently maintains sufficient liquidity to cover its existing liquidity requirements

and provide for contingent liquidity needs.

Forward-Looking Statements

Investors are cautioned that certain statements contained in this document, as well as some statements by
the Company in periodic press releases and some oral statements of Company officials during presentations about
the Company, are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act
of 1995 (the "Act").  Forward-looking statements include statements which are predictive in nature, which depend
upon  or  refer  to  future  events  or  conditions,  which  include  words  such  as  "expects,"  "anticipates,"  "intends,"
"plans,"  "believes,"  "estimates,"  or  similar  expressions.    In  addition,  any  statements  concerning  future  financial
performance  (including  future  revenues,  earnings  or  growth  rates),  ongoing  business  strategies  or  prospects,  and
possible future Company actions, which may be provided by management are also forward-looking statements as
defined  by  the  Act.    Forward-looking  statements  are  based  on  current  expectations  and  projections  about  future
events and are subject to risks, uncertainties, and assumptions about the Company, economic and market factors and
the  industries  in  which  the  Company  does  business,  among  other  things.    These  statements  are  not  guaranties  of
future performance and the Company has no specific intention to update these statements.

Actual  events  and  results  may  differ  materially  from  those  expressed  or  forecasted  in  forward-looking
statements due to a number of factors.  The principal important risk factors that could cause the Company's actual
performance and future events and actions to differ materially from such forward-looking statements, include, but
are  not  limited  to,  changes  in  market  prices  of  Berkshire's  significant  equity  investees,  the  occurrence  of  one  or
more  catastrophic  events,  such  as  an  earthquake  or  hurricane  that  causes  losses  insured  by  Berkshire's  insurance
subsidiaries, changes in insurance laws or regulations, changes in Federal income tax laws, and changes in general
economic and market factors that affect the prices of securities or the industries in which Berkshire and its affiliates
do business, especially those affecting the property and casualty insurance industry.

60

Shortly after the September 11th terrorist attack, Berkshire’s Chairman, Warren E. Buffett, sent a letter to

the CEO of each of Berkshire’s operating businesses.  The letter is reproduced below.

____________________________________________________________________

MEMO

TO:  Berkshire Hathaway Managers (“The All-Stars”)

FROM:  Warren E. Buffett

DATE:  September 26, 2001

The last few weeks have been tough times for all of us in our personal lives and for many of us in our

business activities.

At Berkshire we have estimated our September 11 insurance loss was $2.2 billion.  We’ve labeled this a
“guess” because that’s all it is.  It will be many years before we can tell the world within a narrow range what the
true figure was.

A very high percentage of the loss occurred in our U.S. insurance companies, with the balance in German
and U.K. entities.  Because we have regularly paid very large amounts of U.S. income taxes, we will bear 65% of
the cost applicable to the U.S. operations; the government will bear 35%.  Many insurers will not have their loss
mitigated in this manner and some may not survive.  Though much of our loss will be paid very soon, significant
payments in the liability area will take a considerable time to settle.

Even with tax recoveries, our loss is huge.  Nevertheless, it’s one Berkshire can easily bear.  We have long

been in the super-cat business and we have been prepared, both financially and psychologically, to handle them
when they occur.  This won’t be our last hit, though we fervently hope disasters in the future arise from natural
causes, rather than be man-made.  (We also would hope they would be of lesser magnitude.)

What should you be doing in running your business?  Just what you always do:  Widen the moat, build

enduring competitive advantage, delight your customers, and relentlessly fight costs.  With the exception of
insurance pricing and coverages, almost all operating decisions that made sense a month ago make sense today.

For my part, I’ll keep looking for sensible acquisitions and continue to manage our resources so that

Berkshire remains a financial Rock of Gibraltar.  I’m sure we are in a recession, probably a relatively deep and
extended one, but they are part of business life and we are prepared.

In short, you do the managing and I’ll do the worrying.  That’s a division of labor that’s worked for us in

the past, and it will continue to work well in the future.

Thanks, as always, for the great job all of you do that, in turn, makes my job so easy.

P.S.  If you wish, share this message with any of your associates.

Warren

61

In June 1996, Berkshire's Chairman, Warren E. Buffett, issued a booklet entitled "An Owner's Manual"
to  Berkshire's  Class  A  and  Class  B  shareholders.    The  purpose  of  the  manual  was  to  explain  Berkshire's  broad
economic principles of operation.  The Owner's Manual is reproduced on this and the following six pages.

____________________________________________________________________

INTRODUCTION

Augmented by the General Re merger, Berkshire’s shareholder count has doubled in the past year to about
250,000.    Charlie  Munger,  Berkshire's  Vice  Chairman  and  my  partner,  and  I  welcome  each  of  you.  As  a  further
greeting, we have prepared a second printing of this booklet to help you understand our business, goals, philosophy
and limitations.

These  pages  are  aimed  at  explaining  our  broad  principles  of  operation,  not  at  giving  you  detail  about
Berkshire's  many  businesses.  For  more  detail  and  a  continuing  update  on  our  progress,  you  should  look  to  our
annual reports. We will be happy to send a copy of our 1997 report to any shareholder requesting it.  A great deal of
additional 
Internet  site:
www.berkshirehathaway.com.

including  our  1977-1996  annual 

is  available  at  our 

information, 

letters, 

OWNER-RELATED BUSINESS PRINCIPLES

At the time of the Blue Chip merger in 1983, I set down 13 owner-related business principles that I thought
would help new shareholders understand our managerial approach. As is appropriate for "principles," all 13 remain
alive and well today, and they are stated here in italics. A few words have been changed to bring them up-to-date
and to each I've added a short commentary.

1.

Although  our  form  is  corporate,  our  attitude  is  partnership.  Charlie  Munger  and  I  think  of  our
shareholders  as  owner-partners,  and  of  ourselves  as  managing  partners.  (Because  of  the  size  of  our
shareholdings we are also, for better or worse, controlling partners.)  We do not view the company itself as
the ultimate owner of our business assets but instead view the  company  as  a  conduit  through  which  our
shareholders own the assets.

Charlie and I hope that you do not think of yourself as merely owning a piece of paper whose price wiggles
around daily and that is a candidate for sale when some economic or political event makes you nervous.
We  hope  you  instead  visualize  yourself  as  a  part  owner  of  a  business  that  you  expect  to  stay  with
indefinitely, much as you might if you owned a farm or apartment house in partnership with members of
your family. For our part, we do not view Berkshire shareholders as faceless members of an ever-shifting
crowd, but rather as co-venturers who have entrusted their funds to us for what may well turn out to be the
remainder of their lives.

The evidence suggests that most Berkshire shareholders have indeed embraced this long-term partnership
concept. The annual percentage turnover in Berkshire's shares is a small fraction of that occurring in the
stocks  of  other  major  American  corporations,  even  when  the  shares  I  own  are  excluded  from  the
calculation.

In effect, our shareholders behave in respect to their Berkshire stock much as Berkshire itself behaves in
respect  to companies in which it has an investment. As owners of, say, Coca-Cola or Gillette shares, we
think of Berkshire as being a non-managing partner in two extraordinary businesses, in which we measure
our success by the long-term progress of the companies rather than by the month-to-month movements of
their stocks. In fact, we would not care in the least if several years went by in which there was no trading,
or  quotation  of  prices,  in  the  stocks  of  those  companies.  If  we  have  good  long-term  expectations,  short-
term price changes are meaningless for us except to the extent they offer us an opportunity to increase our
ownership at an attractive price.

*Copyright © 1996 By Warren E. Buffett

All Rights Reserved

62

2.

In line with Berkshire's owner-orientation, most of our directors have a major portion of their net worth
invested in the company. We eat our own cooking.

3.

4.

Charlie's  family  has  90%  or  more  of  its  net  worth  in  Berkshire  shares;  my  wife,  Susie,  and  I  have  more
than 99%. In addition, many of my relatives — my sisters and cousins, for example — keep a huge portion
of their net worth in Berkshire stock.

Charlie and I feel totally comfortable with this eggs-in-one-basket situation because Berkshire itself owns a
wide variety of truly extraordinary businesses. Indeed, we believe that Berkshire is close to being unique in
the  quality  and  diversity  of  the  businesses  in  which  it  owns  either  a  controlling  interest  or  a  minority
interest of significance.

Charlie and I cannot promise you results. But we can guarantee that your financial fortunes will move in
lockstep  with  ours  for  whatever  period  of  time  you  elect  to  be  our  partner.  We  have  no  interest  in  large
salaries or options or other means of gaining an "edge" over you. We want to make money only when our
partners do and in exactly the same proportion. Moreover, when I do something dumb, I want you to be
able to derive some solace from the fact that my financial suffering is proportional to yours.

Our long-term economic goal (subject to some qualifications mentioned later) is to maximize Berkshire's
average  annual  rate  of  gain  in  intrinsic  business  value  on  a  per-share  basis.  We  do  not  measure  the
economic significance or performance of Berkshire by its size; we measure by per-share progress. We are
certain that the rate of per-share  progress  will  diminish  in  the  future  —  a  greatly  enlarged  capital  base
will see to that. But we will be disappointed if our rate does not exceed that of the average large American
corporation.

Since that was written at yearend 1983, our intrinsic value (a topic I'll discuss a bit later) has increased at
an annual rate of more than 25%, a pace that has definitely surprised both Charlie and me. Nevertheless the
principle  just  stated  remains  valid:    Operating  with  large  amounts  of  capital  as  we  do  today,  we  cannot
come close to performing as well as we once did with much smaller sums. The best rate of gain in intrinsic
value we can even hope for is an average of 15% per annum, and we may well fall far short of that target.
Indeed,  we  think  very  few  large  businesses  have  a  chance  of  compounding  intrinsic  value  at  15%  per
annum over an extended period of time. So it may be that we will end up meeting our stated goal — being
above average — with gains that fall significantly short of 15%.

Our  preference  would  be  to  reach  our  goal  by  directly  owning  a  diversified  group  of  businesses  that
generate cash and consistently earn above-average returns on capital. Our second choice is to own parts
of similar businesses, attained primarily through purchases of marketable common stocks by our insurance
subsidiaries.  The  price  and  availability  of  businesses  and  the  need  for  insurance  capital  determine  any
given year's capital allocation.

As has usually been the case, it is easier today to buy small pieces of outstanding businesses via the stock
market than to buy similar businesses in their entirety on a negotiated basis. Nevertheless, we continue to
prefer the 100% purchase, and in some years we get lucky:  In the last three years in fact, we made seven
acquisitions.  Though  there  will  be  dry  years  also,  we  expect  to  make  a  number  of  acquisitions  in  the
decades to come, and our hope is that they will be large. If these purchases approach the quality of those
we have made in the past, Berkshire will be well served.

The challenge for us is to generate ideas as rapidly as we generate cash. In this respect, a depressed stock
market  is  likely  to  present  us  with  significant  advantages.  For  one  thing,  it  tends  to  reduce  the  prices  at
which entire companies become available for purchase. Second, a depressed market makes it easier for our
insurance  companies  to  buy  small  pieces  of  wonderful  businesses  —  including  additional  pieces  of
businesses  we  already  own  —  at  attractive  prices.  And  third,  some  of  those  same  wonderful  businesses,
such as Coca-Cola, are consistent buyers of their own shares, which means that they, and we, gain from the
cheaper prices at which they can buy.

Overall, Berkshire and its long-term shareholders benefit from a  sinking  stock  market  much  as  a  regular
purchaser  of  food  benefits  from  declining  food  prices.  So  when  the  market  plummets  —  as  it  will  from
time to time — neither panic nor mourn. It's good news for Berkshire.

63

5.

6.

7.

Because  of  our  two-pronged  approach  to  business  ownership  and  because  of  the  limitations  of
conventional  accounting,  consolidated  reported  earnings  may  reveal  relatively  little  about  our  true
economic performance. Charlie and I, both as owners and managers, virtually ignore such consolidated
numbers. However, we will also report to you the earnings of each major business we control, numbers we
consider  of  great  importance.  These  figures,  along  with  other  information  we  will  supply  about  the
individual businesses, should generally aid you in making judgments about them.

To  state  things  simply,  we  try  to  give  you  in  the  annual  report  the  numbers  and  other  information  that
really matter. Charlie and I pay a great deal of attention to how well our businesses are doing, and we also
work  to  understand  the  environment  in  which  each  business  is  operating.  For  example,  is  one  of  our
businesses enjoying an industry tailwind or is it facing a headwind?  Charlie and I need to know exactly
which  situation  prevails  and  to  adjust  our  expectations  accordingly.  We  will  also  pass  along  our
conclusions to you.

Over  time,  practically  all  of  our  businesses  have  exceeded  our  expectations.  But  occasionally  we  have
disappointments, and we will try to be as candid in informing you about those as we are in describing the
happier experiences. When we use unconventional measures to chart our progress — for instance, you will
be reading in our annual reports about insurance "float" — we will try to explain these concepts and why
we  regard  them  as  important.  In  other  words,  we  believe  in  telling  you  how  we  think  so  that  you  can
evaluate not only Berkshire's businesses but also assess our approach to management and capital allocation.

Accounting consequences do not influence our operating or capital-allocation decisions. When acquisition
costs are similar, we much prefer to purchase $2 of earnings that is not reportable by us under standard
accounting principles than to purchase $1 of earnings that is reportable. This is precisely the choice that
often faces us since entire businesses (whose earnings will be fully reportable) frequently sell for double
the pro-rata price of small portions (whose earnings will be largely unreportable). In aggregate and over
time, we expect the unreported earnings to be fully reflected in our intrinsic business value through capital
gains.

We have found over time that the undistributed earnings of our investees, in aggregate, have been fully as
beneficial  to  Berkshire  as  if  they  had  been  distributed  to  us  (and  therefore  had  been  included  in  the
earnings we officially report). This pleasant result has occurred because most of our investees are engaged
in  truly  outstanding  businesses  that  can  often  employ  incremental  capital  to  great  advantage,  either  by
putting it to work in their businesses or by repurchasing their shares. Obviously, every capital decision that
our investees have made has not benefitted us as shareholders, but overall we have garnered far more than
a  dollar  of  value  for  each  dollar  they  have  retained.  We  consequently  regard  look-through  earnings  as
realistically portraying our yearly gain from operations.

In 1992, our look-through earnings were $604 million, and in that same year we set a goal of raising them
by an average of 15% per annum to $1.8 billion in the year 2000. Since that time, however, we have issued
additional shares — including a significant number in the 1998 merger with General Re — so that we now
need look-through earnings of $2.4 billion in 2000 to match the per-share goal we originally were shooting
for. This is a target we still hope to hit.

We use debt sparingly and, when we do borrow, we attempt to structure our loans on a long-term fixed-
rate  basis.  We  will  reject  interesting  opportunities  rather  than  over-leverage  our  balance  sheet.  This
conservatism has penalized our results but it is the only behavior that leaves us comfortable, considering
our  fiduciary  obligations  to  policyholders,  lenders  and  the  many  equity  holders  who  have  committed
unusually large portions of their net worth to our care.  (As  one  of  the  Indianapolis  "500"  winners  said:
"To finish first, you must first finish.")

The financial calculus that Charlie and I employ would never permit our trading a good night's sleep for a
shot at a few extra percentage points of return. I've never believed in risking what my family and friends
have and need in order to pursue what they don't have and don't need.

Besides, Berkshire has access to two low-cost, non-perilous sources of leverage that allow us to safely own
far more assets than our equity capital alone would permit:  deferred taxes and "float," the funds of others
that our insurance business holds because it receives premiums before needing to pay out losses. Both of
these funding sources have grown rapidly and now total about $32 billion.

64

Better yet, this funding to date has been cost-free. Deferred tax liabilities bear no interest. And as long as
we can break even in our insurance underwriting — which we have done, on the average, during our 32
years in the business — the cost of the float developed from that operation is zero. Neither item, of course,
is equity; these are real liabilities. But they are liabilities without covenants or due dates attached to them.
In effect, they give us the benefit of debt — an ability to have more assets working for us — but saddle us
with none of its drawbacks.

Of  course,  there  is  no  guarantee  that  we  can  obtain  our  float  in  the  future  at  no  cost.  But  we  feel  our
chances  of attaining that goal are as good as those of anyone in the insurance business. Not only have we
reached  the  goal  in  the  past  (despite  a  number  of  important  mistakes  by  your  Chairman),  our  1996
acquisition of GEICO, materially improved our prospects for getting there in the future.

A  managerial  "wish  list"  will  not  be  filled  at  shareholder  expense.  We  will  not  diversify  by  purchasing
entire businesses at control prices that ignore long-term economic consequences to our shareholders. We
will only do with your money what we would do with our own, weighing fully the values you can obtain by
diversifying your own portfolios through direct purchases in the stock market.

Charlie and I are interested only in acquisitions that we believe will raise the per-share intrinsic value of
Berkshire's stock. The size of our paychecks or our offices will never be related to the size of Berkshire's
balance sheet.

We feel  noble  intentions  should  be  checked  periodically  against  results.  We  test  the  wisdom  of  retaining
earnings by assessing whether retention, over time, delivers shareholders at least $1 of market value for
each $1 retained. To date, this test has been met. We will continue to apply it on a five-year rolling basis.
As our net worth grows, it is more difficult to use retained earnings wisely.

We  continue  to  pass  the  test,  but  the  challenges  of  doing  so  have  grown  more  difficult.  If  we  reach  the
point that we can't create extra value by retaining earnings, we will pay them out and let our shareholders
deploy the funds.

8.

9.

10.

We will issue common stock only when we receive as much in business value as we give. This rule applies
to  all  forms  of  issuance  —  not  only  mergers  or  public  stock  offerings,  but  stock-for-debt  swaps,  stock
options, and convertible securities as well. We will not sell small portions of your company — and that is
what the issuance of shares amounts to — on a basis inconsistent with the value of the entire enterprise.

11.

When we sold the Class B shares in 1996, we stated that Berkshire stock was not undervalued — and some
people found that shocking. That reaction was not well-founded. Shock should have registered instead had
we issued shares when our stock was undervalued. Managements that say or imply during a public offering
that  their  stock  is  undervalued  are  usually  being  economical  with  the  truth  or  uneconomical  with  their
existing shareholders' money:  Owners unfairly lose if their managers deliberately sell assets for 80¢ that in
fact are worth $1. We didn't commit that kind of crime in our offering of Class B shares and we never will.
(We did not, however, say at the time of the sale that our stock was overvalued, though many media have
reported that we did.)

You  should  be  fully  aware  of  one  attitude  Charlie  and  I  share  that  hurts  our  financial  performance:
Regardless of price, we have no interest at all in selling any good businesses that Berkshire owns. We are
also very reluctant to sell sub-par businesses as long as we expect them to generate at least some cash and
as  long  as  we  feel  good  about  their  managers  and  labor  relations.  We  hope  not  to  repeat  the  capital-
allocation  mistakes  that  led  us  into  such  sub-par  businesses.  And  we  react  with  great  caution  to
suggestions  that  our  poor  businesses  can  be  restored  to  satisfactory  profitability  by  major  capital
expenditures. (The projections will be dazzling and the advocates sincere, but, in the end, major additional
investment in a terrible industry usually is about as rewarding as struggling in quicksand.)  Nevertheless,
gin rummy managerial behavior (discard your least promising business at each turn) is not our style. We
would rather have our overall results penalized a bit than engage in that kind of behavior.

We continue to avoid gin rummy behavior. True, we closed our textile business in the mid-1980's after 20
years of struggling with it, but only because we felt it was doomed to run never-ending operating losses.
We have not, however, given thought to selling operations that would command very fancy prices nor have
we dumped our laggards, though we focus hard on curing the problems that cause them to lag.

65

12.

We  will  be  candid  in  our  reporting  to  you,  emphasizing  the  pluses  and  minuses  important  in  appraising
business value. Our guideline is to tell you the business facts that we would want to know if our positions
were  reversed.  We  owe  you  no  less.  Moreover,  as  a  company  with  a  major  communications  business,  it
would  be  inexcusable  for  us  to  apply  lesser  standards  of  accuracy,  balance  and  incisiveness  when
reporting on ourselves than we would expect our news people to apply when reporting on others. We also
believe candor benefits us as managers:  The CEO who misleads others in public may eventually mislead
himself in private.

At Berkshire you will find no "big bath" accounting maneuvers or restructurings nor any "smoothing" of
quarterly  or  annual  results.  We  will  always  tell  you  how  many  strokes  we  have  taken  on  each  hole  and
never  play  around  with  the  scorecard.  When  the  numbers  are  a  very  rough  "guesstimate,"  as  they
necessarily  must  be  in  insurance  reserving,  we  will  try  to  be  both  consistent  and  conservative  in  our
approach.

We  will  be  communicating  with  you  in  several  ways.  Through  the  annual  report,  I  try  to  give  all
shareholders  as  much  value-defining  information  as  can  be  conveyed  in  a  document  kept  to  reasonable
length. We also try to convey  a  liberal  quantity  of  condensed  but  important  information  in  our  quarterly
reports,  though  I  don't  write  those  (one  recital  a  year  is  enough).  Still  another  important  occasion  for
communication is our Annual Meeting, at which Charlie and I are delighted to spend five hours or more
answering questions about Berkshire. But there is one way we can't communicate:  on a one-on-one basis.
That isn't feasible given Berkshire's many thousands of owners.

In  all  of  our  communications,  we  try  to  make  sure  that  no  single  shareholder  gets  an  edge:    We  do  not
follow the usual practice of giving earnings "guidance" or other information of value to analysts or large
shareholders. Our goal is to have all of our owners updated at the same time.

13.

Despite  our  policy  of  candor,  we  will  discuss  our  activities  in  marketable  securities  only  to  the  extent
legally required. Good investment ideas are rare, valuable and subject to competitive appropriation just as
good product or business acquisition ideas are. Therefore we normally will not talk about our investment
ideas.  This  ban  extends  even  to  securities  we  have  sold  (because  we  may  purchase  them  again)  and  to
stocks we are incorrectly rumored to be buying. If we deny those reports but say "no comment" on other
occasions, the no-comments become confirmation.

Though  we  continue  to  be  unwilling  to  talk  about  specific  stocks,  we  freely  discuss  our  business  and
investment  philosophy.  I  benefitted  enormously  from  the  intellectual  generosity  of  Ben  Graham,  the
greatest teacher in the history of finance, and I believe it appropriate to pass along what I learned from him,
even if that creates new and able investment competitors for Berkshire just as Ben's teachings did for him.

AN ADDED PRINCIPLE

To the extent possible, we would like each Berkshire shareholder to record a gain or loss in market value during his
period of ownership that is proportional to the gain or loss in per-share intrinsic value recorded by the company
during that holding period. For this to come about, the relationship between the intrinsic value and the market price
of a Berkshire share would need to remain constant, and by our preferences at 1-to-1. As that implies, we would
rather see Berkshire's stock price at a fair level than a high level. Obviously, Charlie and I can't control Berkshire's
price. But by our policies and communications, we can encourage informed, rational behavior by owners that, in
turn, will tend to produce a stock price that is also rational. Our it's-as-bad-to-be-overvalued-as-to-be-undervalued
approach  may  disappoint  some  shareholders.  We  believe,  however,  that  it  affords  Berkshire  the  best  prospect  of
attracting long-term investors who seek to profit from the progress of the company rather than from the investment
mistakes of their partners.

INTRINSIC VALUE

Now let's focus on a term that I mentioned earlier and that you will encounter in future annual reports.

Intrinsic  value  is  an  all-important  concept  that  offers  the  only  logical  approach  to  evaluating  the  relative
attractiveness of investments and businesses. Intrinsic value can be defined simply:  It is the discounted value of the cash that
can be taken out of a business during its remaining life.

66

The calculation of intrinsic value, though, is not so simple. As our definition suggests, intrinsic value is an estimate
rather than a precise figure, and it is additionally an estimate that must be changed if interest rates move or forecasts of future
cash flows are revised. Two people looking at the same set of facts, moreover — and this would apply even to Charlie and
me — will almost inevitably come up with at least slightly different intrinsic value figures. That is one reason we never give
you  our  estimates  of  intrinsic  value.  What  our  annual  reports  do  supply,  though,  are  the  facts  that  we  ourselves  use  to
calculate this value.

Meanwhile, we regularly report our per-share book value, an easily calculable number, though one of limited use.
The limitations do not arise from our holdings of marketable securities, which are carried on our books at their current prices.
Rather the inadequacies of book value have to do with the companies we control, whose values as stated on our books may
be far different from their intrinsic values.

The  disparity  can  go  in  either  direction.  For  example,  in  1964  we  could  state  with  certitude  that  Berkshire's  per-
share  book  value  was  $19.46.  However,  that  figure  considerably  overstated  the  company's  intrinsic  value,  since  all  of  the
company's  resources  were  tied  up  in  a  sub-profitable  textile  business.  Our  textile  assets  had  neither  going-concern  nor
liquidation values equal to their carrying values. Today, however, Berkshire's situation is reversed:  Now, our book value far
understates  Berkshire's  intrinsic  value,  a  point  true  because  many  of  the  businesses  we  control  are  worth  much  more  than
their carrying value.

Inadequate though they are in telling the story, we give you Berkshire's book-value figures because they today serve
as a rough, albeit significantly understated, tracking measure for Berkshire's intrinsic value. In other words, the percentage
change in book value in any given year is likely to be reasonably close to that year's change in intrinsic value.

You can gain some insight into the differences between book value and intrinsic value by looking at one form of
investment, a college education. Think of the  education's  cost  as  its  "book  value."    If  this  cost  is  to  be  accurate,  it  should
include the earnings that were foregone by the student because he chose college rather than a job.

For  this  exercise,  we  will  ignore  the  important  non-economic  benefits  of  an  education  and  focus  strictly  on  its
economic value. First, we must estimate the earnings that the graduate will receive over his lifetime and subtract from that
figure an estimate of what he would have earned had he lacked his education. That gives us an excess earnings figure, which
must  then  be  discounted,  at  an  appropriate  interest  rate,  back  to  graduation  day.  The  dollar  result  equals  the  intrinsic
economic value of the education.

Some  graduates  will  find  that  the  book  value  of  their  education  exceeds  its  intrinsic  value,  which  means  that
whoever paid for the education didn't get his money's worth. In other cases, the intrinsic value of an education will far exceed
its book value, a result that proves capital was wisely deployed. In all cases, what is clear is that book value is meaningless as
an indicator of intrinsic value.

THE MANAGING OF BERKSHIRE

I think it's appropriate that I conclude with a discussion of Berkshire's management, today and in the future. As our
first owner-related principle tells you, Charlie and I are the managing partners of Berkshire. But we subcontract all of the
heavy  lifting  in  this  business  to  the  managers  of  our  subsidiaries.  In  fact,  we  delegate  almost  to  the  point  of  abdication:
Though Berkshire has about 45,000 employees, only 12 of these are at headquarters.

Charlie  and  I  mainly  attend  to  capital  allocation  and  the  care  and  feeding  of  our  key  managers.  Most  of  these
managers are happiest when they are left alone to run their businesses, and that is customarily just how we leave them. That
puts them in charge of all operating decisions and of dispatching the excess cash they generate to headquarters. By sending it
to us, they don't get diverted by the various enticements that would come their way were they responsible for deploying the
cash their businesses throw off. Furthermore, Charlie and I are exposed to a much wider range of possibilities for investing
these funds than any of our managers could find in his or her own industry.

Most of our managers are independently wealthy, and it's therefore up to us to create a climate that encourages them
to choose working with Berkshire over golfing or fishing. This leaves us needing to treat them fairly and in the manner that
we would wish to be treated if our positions were reversed.

As  for  the  allocation  of  capital,  that's  an  activity  both  Charlie  and  I  enjoy  and  in  which  we  have  acquired  some
useful  experience.  In  a  general  sense,  grey  hair  doesn't  hurt  on  this  playing  field:    You  don't  need  good  hand-eye
coordination  or  well-toned  muscles  to  push  money  around  (thank  heavens).  As  long  as  our  minds  continue  to  function
effectively, Charlie and I can keep on doing our jobs pretty much as we have in the past.

67

On my death, Berkshire's ownership picture will change but not in a disruptive way:  First, only about 1% of my
stock will have to be sold to take care of bequests and taxes; second, the balance of my stock will go to my wife, Susan, if
she survives me, or to a family  foundation  if  she  doesn't.  In  either  event,  Berkshire  will  possess  a  controlling  shareholder
guided by the same philosophy and objectives that now set our course.

At that juncture, the Buffett family will not be involved in managing the business, only in picking and overseeing
the managers who do. Just who those managers will be, of course, depends on the date of my death. But I can anticipate what
the management structure will be:  Essentially my job will be split into two parts, with one executive becoming responsible
for  investments  and  another  for  operations.  If  the  acquisition  of  new  businesses  is  in  prospect,  the  two  will  cooperate  in
making the decisions needed. Both executives will report to a board of directors who will be responsive to the controlling
shareholder, whose interests will in turn be aligned with yours.

Were we to need the management structure I have just described on an immediate basis, my family and a few key
individuals know who I would pick to fill both posts. Both currently work for Berkshire and are people in whom I have total
confidence.

I will continue to keep my family posted on the succession issue. Since Berkshire stock will make up virtually my
entire estate and will account for a similar portion of the assets of either my wife or the foundation for a considerable period
after my death, you can be sure that I have thought through the succession question carefully. You can be equally sure that
the principles we have employed to date in running Berkshire will continue to guide the managers who succeed me.

Lest we end on a morbid note, I also want to assure you that I have never felt better. I love running Berkshire, and if

enjoying life promotes longevity, Methuselah's record is in jeopardy.

Warren E. Buffett
Chairman

68

BERKSHIRE HATHAWAY INC.

SHAREHOLDER-DESIGNATED CONTRIBUTIONS

The  Company  has  conducted  this  program  of  corporate  giving  during  each  of  the  past  twenty-one  years.    On
October 14, 1981, the Chairman sent to the shareholders a letter* explaining the program. Portions of that letter follow:

"On September 30, 1981 Berkshire received a tax ruling from the U.S. Treasury Department that, in

most years, should produce a significant benefit for charities of your choice.

"Each Berkshire shareholder — on a basis proportional to the number of shares of Berkshire that he
owns — will be able to designate recipients of charitable contributions by our company. You'll name the
charity; Berkshire will write the check. The ruling states that there will be no personal tax consequences
to our shareholders from making such designations.

"Thus,  our  approximately  1500  owners  now  can  exercise  a  perquisite  that,  although  routinely
exercised  by  the  owners  in  closely-held  businesses,  is  almost  exclusively  exercised  by  the  managers  in
more widely-held businesses.

"In  a  widely-held  corporation  the  executives  ordinarily  arrange  all  charitable  donations,  with  no

input at all from shareholders, in two main categories:

(1) Donations  considered  to  benefit  the  corporation  directly  in  an  amount

roughly commensurate with the cost of the donation; and

(2) Donations  considered  to  benefit  the  corporation  indirectly  through  hard-to-

measure, long-delayed feedback effects of various kinds.

"I  and  other  Berkshire  executives  have  arranged  in  the  past,  as  we  will  arrange  in  the  future,  all
charitable  donations  in  the  first  category.  However,  the  aggregate  level  of  giving  in  such  category  has
been quite low, and very likely will remain quite low, because not many gifts can be shown to produce
roughly commensurate direct benefits to Berkshire.

"In  the  second  category,  Berkshire's  charitable  gifts  have  been  virtually  nil,  because  I  am  not
comfortable  with  ordinary  corporate  practice  and  had  no  better  practice  to  substitute.  What  bothers  me
about ordinary corporate practice is the way gifts tend to be made based more on who does the asking and
how  corporate  peers  are  responding  than  on  an  objective  evaluation  of  the  donee's  activities.
Conventionality often overpowers rationality.

"A common result is the use of the stockholder's money to implement the charitable inclinations of
the corporate manager, who usually is heavily influenced by specific social pressures on him. Frequently
there  is  an  added  incongruity;  many  corporate  managers  deplore  governmental  allocation  of  the
taxpayer's dollar but embrace enthusiastically their own allocation of the shareholder's dollar.

"For Berkshire, a different model seems appropriate. Just as I wouldn't want you to implement your
personal  judgments  by  writing  checks  on  my  bank  account  for  charities  of  your  choice,  I  feel  it
inappropriate  to  write  checks  on  your  corporate  "bank  account"  for  charities  of  my  choice.  Your
charitable preferences are as good as mine and, for both you and me, funds available to foster charitable
interests in a tax-deductible manner reside largely at the corporate level rather than in our own hands.

"Under  such  circumstances,  I  believe  Berkshire  should  imitate  more  closely-held  companies,  not
larger  public  companies.  If  you  and  I  each  own  50%  of  a  corporation,  our  charitable  decision  making
would be simple. Charities very directly related to the operations of the business would have first claim
on  our  available  charitable  funds.  Any  balance  available  after  the  "operations-related"  contributions
would be divided among various charitable interests of the two of us, on a basis roughly proportional to
our ownership interest. If the manager of our company had some suggestions, we would listen carefully
—  but  the  final  decision  would  be  ours.  Despite  our  corporate  form,  in  this  aspect  of  the  business  we
probably would behave as if we were a partnership.

*Copyright © 1981 By Warren E. Buffett

All Rights Reserved

69

"Wherever  feasible,  I  believe  in  maintaining  such  a  partnership  frame  of  mind,  even  though  we
operate through a large, fairly widely-held corporation. Our Treasury ruling will allow such partnership-
like behavior in this area . . .

"I am pleased that Berkshire donations can become owner-directed. It is ironic, but understandable,
that a large and growing number of major corporations have charitable policies pursuant to which they will
match gifts made by their employees (and — brace yourself for this one — many even match gifts made by
directors) but none, to my knowledge, has a plan matching charitable gifts by owners. I say "understandable"
because much of the stock of many large corporations is owned on a "revolving door" basis by institutions
that have short-term investment horizons, and that lack a long-term owner's perspective . . .

"Our own shareholders are a different breed. As I mentioned in the 1979 annual report, at the end of
each year more than 98% of our shares are owned by people who were shareholders at the beginning of the
year.  This  long-term  commitment  to  the  business  reflects  an  owner  mentality  which,  as  your  manager,  I
intend to acknowledge in all feasible ways. The designated contributions policy is an example of that intent."

The history of contributions made pursuant to this program since its inception follows:

*   *   *

Specified Amount
Per share

Percent of
Eligible* Shares
Participating

$2
$1
$3
$3
$4
$4
$5
$5
$6
$6
$7
$8
$10
$11
$12
$14
$16
$18
$18
$18
$18

95.6%
95.8%
96.4%
97.2%
96.8%
97.1%
97.2%
97.4%
96.9%
97.3%
97.7%
97.0%
97.3%
95.7%
96.3%
97.2%
97.7%
97.5%
97.3%
97.0%
97.8%

Year

1981
1982
1983
1984
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001

Amount
Contributed

$  1,783,655
$     890,948
$  3,066,501
$  3,179,049
$  4,006,260
$  3,996,820
$  4,937,574
$  4,965,665
$  5,867,254
$  5,823,672
$  6,772,024
$  7,634,784
$  9,448,370
$10,419,497
$11,558,616
$13,309,044
$15,424,480
$16,931,538
$17,174,158
$16,894,872
$16,672,992

No. of
Charities

675
704
1,353
1,519
1,724
1,934
2,050
2,319
2,550
2,600
2,630
2,810
3,110
3,330
3,600
3,910
3,830
3,880
3,850
3,660
3,550

* Shares registered in street name are not eligible to participate.

In  addition  to  the  shareholder-designated  contributions  summarized  above,  Berkshire  and  its  subsidiaries  have

made certain contributions pursuant to local level decisions of operating managers of the businesses.

*   *   *

The  program  may  not  be  conducted  in  the  occasional  year,  if  any,  when  the  contributions  would  produce
substandard or no tax deductions. In other years Berkshire expects to inform shareholders of the amount per share that
may  be  designated,  and  a  reply  form  will  accompany  the  notice  allowing  shareholders  to  respond  with  their
designations.    If  the  program  is  conducted  in  2002,  the  notice  will  be  mailed  on  or  about  September  15  to  Class  A
shareholders  of  record  reflected  in  our  Registrar's  records  as  of  the  close  of  business  August  31,  2002,  and
shareholders will be given until November 15 to respond.

Shareholders should note the fact that Class A shares held in street name are not eligible to participate in the
program. To qualify, shares must be registered with our Registrar on August 31 in the owner's individual name(s) or
the name of an owning trust, corporation, partnership or estate, as applicable. Also, shareholders should note that
Class B shares are not eligible to participate in the program.

70

BERKSHIRE HATHAWAY INC.

COMMON STOCK

General

Berkshire  has  two  classes  of  common  stock  designated  Class  A  Common  Stock  and  Class  B  Common  Stock.
Each share of Class A Common Stock is convertible, at the option of the holder, into 30 shares of Class B Common
Stock. Shares of Class B Common Stock are not convertible into shares of Class A Common Stock.

Stock Transfer Agent

Wells Fargo Bank Minnesota, N.A., P. O. Box 64854, St. Paul, MN 55164-0854 serves as Transfer Agent and
Registrar for the Company’s common stock.  Correspondence may be directed to Wells Fargo at the address indicated
or  at  www.wellsfargo.com/shareownerservices.    Telephone  inquiries  should  be  directed  to  the  Shareowner  Relations
Department  at  1-877-602-7411  between  7:00  A.M.  and  7:00  P.M.  Central  Time.    Certificates  for  re-issue  or  transfer
should be directed to the Transfer Department at the address indicated.

Shareholders  of  record  wishing  to  convert  Class  A  Common  Stock  into  Class  B  Common  Stock  may  contact
Wells  Fargo  in  writing.    Along  with  the  underlying  stock  certificate,  shareholders  should  provide  Wells  Fargo  with
specific written instructions regarding the number of shares to be converted and the manner in which the Class B shares
are to be registered. We recommend that you use certified or registered mail when delivering the stock certificates and
written instructions.

If  Class  A  shares  are  held  in  "street  name,”  shareholders  wishing  to  convert  all  or  a  portion  of  their  holding

should contact their broker or bank nominee. It will be necessary for the nominee to make the request for conversion.

Shareholders

Berkshire had approximately 8,500 record holders of its Class A Common Stock and 14,000 record holders of its
Class B Common Stock at March 6, 2002.  Record owners included nominees holding at least 400,000 shares of Class
A Common Stock and 5,500,000 shares of Class B Common Stock on behalf of beneficial-but-not-of-record owners.

Price Range of Common Stock

Berkshire’s Class A and Class B Common Stock are listed for trading on the New York Stock Exchange, trading
symbol: BRK.A and BRK.B.  The following table sets forth the high and low sales prices per share, as reported on the
New York Stock Exchange Composite List during the periods indicated:

2001

2000

Class A

Class B

Class A

Class B

High
$74,600
69,800
70,900
75,600

Low
$63,000
62,800
59,000
66,600

High
$2,475
2,330
2,367
2,525

Low
$2,085
2,075
1,977
2,210

High
$58,000
60,800
64,400
71,300

Low
$40,800
51,800
51,600
53,500

High
$1,888
1,975
2,086
2,375

Low
$1,351
1,660
1,706
1,761

First Quarter
Second Quarter
Third Quarter
Fourth Quarter

Dividends

Berkshire has not declared a cash dividend since 1967.

71

BERKSHIRE HATHAWAY INC. SUBSIDIARY LISTING

Acme Building Brands
2821 West 7th Street
Fort Worth, TX  76107-2219
(817) 390-2409
www.brick.com

Ben Bridge Corporation
2901 Third Avenue
Seattle, WA  98121
(206) 448-8800
www.benbridge.com

Benjamin Moore
51 Chestnut Ridge Rd.
Montvale, NJ  07645
(800) 344-0400
www.benjaminmoore.com

Berkshire Hathaway Credit Corp.
1440 Kiewit Plaza
Omaha, NE  68131
(402) 346-1400

Executive Jet
581 Main Street
Woodbridge, NJ  07095
(732) 326-3700
www.netjets.com

Fechheimer Brothers Co.
4545 Malsbary Road
Cincinnati, OH  45242
(513) 793-5400
www.fechheimer.com

FlightSafety International Inc.
La Guardia Airport
Flushing, NY  11371-1061
(718) 565-4100
www.flightsafety.com

GEICO
One GEICO Plaza
Washington, DC  20076-0001
(301) 986-3000
www.geico.com

MiTek Inc.
14515 North Outer Forty Dr.
Chesterfield, MO  63017-5746
(314) 434-1200
www.mitekinc.com

National Indemnity Co.
3024 Harney Street
Omaha, NE  68131
(402) 536-3000
www.nationalindemnity.com

Nebraska Furniture Mart
700 South 72nd Street
Omaha, NE  68114
(402) 397-6100
www.nfm.com

Precision Steel Warehouse
3500 North Wolf Road
Franklin Park, IL  60131
(847) 455-7000
www.precisionsteel.com

Berkshire Hathaway Homestate Companies
9290 West Dodge Road
Omaha, NE  68114
(402) 393-7255
www.bh-hc.com

General Re Corporation
695 East Main Street
Stamford, CT  06904-2351
(203) 328-5000
www.gcr.com

Scott Fetzer Companies
28800 Clemens Rd.
Westlake, OH  44145-1197
(440) 892-3000
www.carefreecolorado.com; www.chpower.com
www.kirby.com; www.quikut.com
www.waynepumps.com; www.worldbook.com

Berkshire Hathaway Reinsurance Division
100 First Stamford Place
Stamford, CT  06902-6745
(203) 363-5200
www.brkdirect.com

Helzberg’s Diamond Shops
1825 Swift
North Kansas City, MO  64116-3671
(816) 842-7780
www.helzberg.com

See’s Candies, Inc.
210 El Camino Real
South San Francisco, CA  94080
(650) 761-2490
www.sees.com

Borsheim’s Jewelry
120 Regency Parkway
Omaha, NE  68114
(402) 391-0400
www.borsheims.com

H. H. Brown Shoe Co., Inc.
124 West Putnam Avenue
Greenwich, CT  06830
(203) 661-2424
www.hhbrown.com; www.dextershoe.com

The Buffalo News
One News Plaza
Buffalo, NY  14240
(716) 849-3434
www.buffnews.com

Central States Indemnity Co.
1212 No. 96 Street
Omaha, NE  68114-2274
(402) 397-1111
www.csi-omaha.com

Johns Manville Corporation
717 17th Street
Denver, CO  80202
(303) 978-2000
www.jm.com

Jordan’s Furniture
100 Stockwell Drive
Avon, MA  02322
(508) 580-4600
www.jordansfurniture.com

Justin Brands Inc.
610 West Daggett
Fort Worth, TX  76104
(800) 358-7846
www.justinbrands.com

Shaw Industries
616 E. Walnut Ave.
Dalton, GA  30720
(706) 278-3812
www.shawinc.com

Star Furniture
16666 Barker Springs Road
Houston, TX  77218
(281) 492-6661
www.starfurniture.com

United States Liability Insurance Group
190 South Warner Road
Wayne, PA  19087
(610) 688-2535
www.usli.com

Kansas Bankers Surety Company
1220 S.W. Executive Drive
Topeka, KS  66615
(785) 228-0000

Wesco Financial Corp.
301 East Colorado Blvd.
Pasadena, CA  91101-1901
(626) 585-6700

CORT Business Services Corporation
11250 Waples Mill Road
Fairfax, VA  22030
(703) 968-8500
www.cort1.com

Larson-Juhl
3900 Steve Reynolds Blvd.
Norcross, GA  30093
(770) 279-5200
www.larsonjuhl.com

R. C. Willey Home Furnishings
2301 South 300 West
Salt Lake City, UT  84115
(801) 461-3900
www.shoprcwilley.com

Dairy Queen
7505 Metro Boulevard
Edina, MN  55439
(952) 830-0200
www.dairyqueen.com

MidAmerican Energy Holdings Co.
666 Grand Ave.
Des Moines, IA  50390
(515) 242-4300
www.midamerican.com

XTRA Corporation
200 Nyala Farms Road
Westport, CT  06880
(203) 221-1005
www.xtracorp.com

72

BERKSHIRE HATHAWAY INC.

DIRECTORS

WARREN E. BUFFETT, Chairman
Chief Executive Officer of Berkshire
CHARLES T. MUNGER, Vice Chairman of Berkshire
SUSAN T. BUFFETT
HOWARD G. BUFFETT,
President of Buffett Farms and BioImages, a photography
   and publishing company.
MALCOLM G. CHACE,
Chairman of the Board of Directors of BankRI,
   a community bank located in the State
     of Rhode Island.
RONALD L. OLSON,
Partner of the law firm of
   Munger Tolles & Olson, LLP.
WALTER SCOTT, JR.,
Chairman of Level 3 Communications, a successor to certain
   businesses of Peter Kiewit Sons’ Inc. which is engaged in
     telecommunications and computer outsourcing.

OFFICERS

WARREN E. BUFFETT,  Chairman and CEO
CHARLES T. MUNGER,  Vice Chairman
MARC D. HAMBURG,  Vice President, Treasurer
DANIEL J. JAKSICH,  Controller
FORREST N. KRUTTER,  Secretary

REBECCA K. AMICK,
 Director of Internal Auditing
JERRY W. HUFTON,
 Director of Taxes
MARK D. MILLARD,
 Director of Financial Assets

Letters  from  Annual  Reports  (1977  through  2001),  quarterly  reports,  press  releases  and
other  information  about  Berkshire  may  be  obtained  on  the  Internet  at  berkshirehathaway.com.
Berkshire’s 2002 quarterly reports are scheduled to be posted on the Internet on May 11, August
10 and November 9.  Berkshire’s 2002 Annual Report is scheduled to be posted on the Internet on
Saturday March 8, 2003.

A three volume set of compilations of letters (1977 through 2000) is available upon written
request  accompanied  by  a  payment  of  $35.00  to  cover  production,  postage  and  handling  costs.
Requests should be submitted to the Company at 3555 Farnam St., Suite 1440, Omaha, NE 68131.