Edgar Filing: BERKSHIRE HATHAWAY INC

FORM 10-Q/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2001

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________________ to __________________

Commission file number 001-14905
---------

BERKSHIRE HATHAWAY INC.
-------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware 47-0813844
---------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification number)

1440 Kiewit Plaza, Omaha, Nebraska 68131
------------------------------------------
(Address of principal executive office)
(Zip Code)

(402) 346-1400
------------------------------------------------------
(Registrant's telephone number, including area code)

--------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.

[X] [ ]
------ ------
YES NO

Number of shares of common stock outstanding as of November 1, 2001:

Class A -- 1,325,790
Class B -- 6,066,466

FORM 10-Q/A
BERKSHIRE HATHAWAY INC. Q/E 9/30/01

PAGE NO.
--------

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Consolidated Balance Sheets --
September 30, 2001 and December 31, 2000 2

Consolidated Statements of Earnings --
Third Quarter and First Nine Months 2001 and 2000 3

Condensed Consolidated Statements of Cash Flows --
First Nine Months 2001 and 2000 4

Notes to Interim Consolidated Financial Statements 5 - 11

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 12 - 19

PART II - OTHER INFORMATION 20

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 20

INTRODUCTORY NOTE

This amendment to Form 10Q is being filed to restate the interim financial
statements for the quarter ended September 30, 2001. During the third quarter of
2001, Berkshire Hathaway Inc. accepted the advice of its independent public
accountants, Deloitte & Touche, that the equity method was the appropriate
manner in which to account for Berkshire's interests in Berkadia LLC, an entity
owned jointly by Berkshire and Leucadia National Corporation. In preparing the
year-end 2001 financial statements, Berkshire initiated a review of the earlier
judgement and Deloitte & Touche revised its earlier judgement and concluded that
consolidating Berkadia in Berkshire's financial statements is appropriate.
Accordingly, Berkshire has consolidated Berkadia in its year-end financial
statements and is restating its third quarter Form 10Q to consolidate Berkadia
at September 30, 2001. This change results in an increase of approximately $5.5
billion in the assets of the finance and financial products businesses and an
equivalent increase in the liabilities of the finance and financial products
businesses. This change has no effect on the interim earnings or shareholders'
equity previously reported.

FORM 10-Q/A
BERKSHIRE HATHAWAY INC. Q/E 9/30/01

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS
(dollars in millions except per share amounts)

As Restated**
September 30, December 31,
2001 2000
------------- ------------

ASSETS

Cash and cash equivalents ................................. $ 4,981 $ 5,263
Investments:
Securities with fixed maturities ........................ 35,113 32,567
Equity securities ....................................... 27,208 37,619
Other ................................................... 1,990 1,637
Receivables ............................................... 11,858 11,764
Inventories ............................................... 2,354 1,275
Investments in MidAmerican Energy Holdings Company ........ 1,827 1,719
Assets of finance and financial products businesses ....... 41,735 16,829
Property, plant and equipment ............................. 4,699 2,699
Goodwill of acquired businesses ........................... 21,611 18,875
Other assets .............................................. 6,678 5,545
-------- --------
$160,054 $135,792
======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY

Losses and loss adjustment expenses ....................... $ 39,457 $ 33,022
Unearned premiums ......................................... 4,805 3,885
Accounts payable, accruals and other liabilities .......... 9,209 8,374
Income taxes, principally deferred ........................ 6,524 10,125
Borrowings under investment agreements and other debt ..... 3,586 2,663
Liabilities of finance and financial products businesses .. 37,977 14,730
-------- --------
101,558 72,799
-------- --------
Minority shareholders' interests .......................... 1,388 1,269
-------- --------
Shareholders' equity:
Common Stock:*
Class A Common Stock, $5 par value
and Class B Common Stock, $0.1667 par value .......... 8 8
Capital in excess of par value .......................... 25,572 25,524
Accumulated other comprehensive income .................. 12,179 17,543
Retained earnings ....................................... 19,349 18,649
-------- --------
Total shareholders' equity ........................... 57,108 61,724
-------- --------
$160,054 $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 1,527,502 shares outstanding at September 30,
2001 versus 1,526,230 shares outstanding at December 31, 2000.

** See Note 13.

See accompanying Notes to Interim Consolidated Financial Statements

FORM 10-Q/A
BERKSHIRE HATHAWAY INC. Q/E 9/30/01

CONSOLIDATED STATEMENTS OF EARNINGS
(dollars in millions except per share amounts)

Third Quarter First Nine Months
--------------------------- -------------------------
2001 2000 2001 2000
----------- ---------- ---------- ----------

REVENUES:
Insurance premiums earned ................................ $ 4,213 $ 4,872 $ 13,321 $ 11,500
Sales and service revenues ............................... 3,900 1,856 10,990 5,159
Interest, dividend and other investment income ........... 710 648 2,068 1,904
Income from MidAmerican Energy Holdings Company .......... 51 40 136 67
Income from finance and financial products businesses .... 110 110 365 486
Realized investment gain ................................. 326 908 1,228 2,361
----------- ---------- ---------- ----------
9,310 8,434 28,108 21,477
----------- ---------- ---------- ----------
COST AND EXPENSES:
Insurance losses and loss adjustment expenses ............ 5,763 4,378 13,777 10,030
Insurance underwriting expenses .......................... 885 849 2,609 2,532
Cost of products and services sold ....................... 2,761 1,256 7,708 3,477
Selling, general and administrative expenses ............. 759 413 2,245 1,169
Goodwill amortization .................................... 145 124 431 369
Interest expense ......................................... 43 38 160 105
----------- ---------- ---------- ----------
10,356 7,058 26,930 17,682
----------- ---------- ---------- ----------
EARNINGS (LOSS) BEFORE INCOME TAXES AND MINORITY INTEREST .. (1,046) 1,376 1,178 3,795
Income taxes ............................................. (361) 479 451 1,338
Minority interest ........................................ (6) 100 27 213
----------- ---------- ---------- ----------
NET EARNINGS (LOSS) ........................................ $ (679) $ 797 $ 700 $ 2,244
=========== ========== ========== ==========
Average common shares outstanding * ...................... 1,527,347 1,524,170 1,526,973 1,521,977
NET EARNINGS (LOSS) PER COMMON SHARE * ..................... $ (445) $ 523 $ 458 $ 1,474
=========== ========== ========== ==========

* 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 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.

See accompanying Notes to Interim Consolidated Financial Statements

FORM 10-Q/A
BERKSHIRE HATHAWAY INC. Q/E 9/30/01

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in millions)

First Nine Months
-----------------------
As Restated**
2001 2000
-------- --------

Net cash flows from operating activities ............................. $ 4,294 $ 1,883
-------- --------
Cash flows from investing activities:
Purchases of investments ........................................... (11,979) (20,096)
Proceeds from sales and maturities of investments .................. 12,714 18,434
Loans and investments originated in finance businesses ............. (7,679) (429)
Principal collection on loans and investments
originated in finance businesses .................................. 1,628 984
Acquisitions of businesses, net of cash acquired ................... (4,480) (1,123)
Other .............................................................. (586) (310)
-------- --------
Net cash flows from investing activities .......................... (10,382) (2,540)
-------- --------
Cash flows from financing activities:
Proceeds from borrowings of finance businesses ..................... 6,147 99
Proceeds from other borrowings ..................................... 657 549
Repayments of borrowings of finance businesses ..................... (120) (272)
Repayments of other borrowings ..................................... (631) (652)
Change in short term borrowings of finance businesses .............. 1,150 --
Changes in other short term borrowings ............................. (375) 257
Other .............................................................. 17 (109)
-------- --------
Net cash flows from financing activities .......................... 6,845 (128)
-------- --------
Increase (decrease) in cash and cash equivalents .................. 757 (785)
Cash and cash equivalents at beginning of year * ..................... 5,604 4,458
-------- --------
Cash and cash equivalents at end of first nine months* ............... $ 6,361 $ 3,673
======== ========
Supplemental cash flow information:
Cash paid during the period for:
Income taxes ...................................................... $ 904 $ 1,037
Interest of finance and financial products businesses ............. 528 655
Other interest .................................................... 191 124
Non-cash investing activity:
Liabilities assumed in connection with acquisitions of businesses .. 4,013 713
Common Stock issued in connection with acquisitions of businesses .. -- 223
Contingent value of Exchange Notes recognized in earnings .......... 49 108
Value of equity securities used to redeem Exchange Notes ........... 98 259

* Cash and cash equivalents are comprised of the following:
Beginning of year --
Finance and financial products businesses ......................... $ 341 $ 623
Other ............................................................. 5,263 3,835
-------- --------
$ 5,604 $ 4,458
======== ========
End of first nine months --
Finance and financial products businesses ......................... $ 1,380 $ 903
Other ............................................................. 4,981 2,770
-------- --------
$ 6,361 $ 3,673
======== ========

** See Note 13.

See accompanying Notes to Interim Consolidated Financial Statements

FORM 10-Q/A
BERKSHIRE HATHAWAY INC. Q/E 9/30/01

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. GENERAL

The accompanying unaudited Consolidated Financial Statements include the
accounts of Berkshire consolidated with the accounts of all its subsidiaries.
Reference is made to Berkshire's most recently issued Annual Report that
included information necessary or useful to understanding of Berkshire's
businesses and financial statement presentations. In particular, Berkshire's
significant accounting policies and practices were presented as Note 1 to the
Consolidated Financial Statements included in that Report.

Financial information in this Report reflects any adjustments (consisting
only of normal recurring adjustments) that are, in the opinion of management,
necessary to a fair statement of results for the interim periods in accordance
with generally accepted accounting principles ("GAAP"). Certain amounts in 2000
have been reclassified to conform with current year presentation.

For a number of reasons, Berkshire's results for interim periods are not
normally indicative of results to be expected for the year. The timing and
magnitude of catastrophe losses incurred by insurance subsidiaries and the
estimation error inherent to the process of determining liabilities for unpaid
losses of insurance subsidiaries can be relatively more significant to results
of interim periods than to results for a full year. Realized investment
gains/losses are 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.
Variations in amount and timing of realized investment gains/losses can cause
significant variations in periodic net earnings.

As a result of the terrorist attack in the United States on September 11,
2001, Berkshire's reinsurance businesses recorded significant losses. The
accompanying Consolidated Statements of Earnings for the third quarter and first
nine months of 2001 include a pre-tax charge for the estimated losses of
approximately $2.275 billion. This amount is an estimate and is subject to
considerable estimation error. Berkshire's management believes it will literally
take years to resolve complicated coverage issues, as well as to develop an
accurate estimation of insured losses that will be ultimately incurred.

NOTE 2. SIGNIFICANT BUSINESS ACQUISITIONS

During the first nine months of 2001, Berkshire completed four significant
business acquisitions. In addition, Berkshire completed six significant
acquisitions in 2000. Information concerning nine of these acquisitions follows.
Information concerning the other acquisition is contained in Note 4 (Investments
in MidAmerican Energy Holdings Company).

Shaw Industries, Inc. ("Shaw")

On January 8, 2001, Berkshire acquired approximately 87.3% of the common
stock of Shaw for $19 per share. 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.

Shaw is the world's largest manufacturer of tufted broadloom carpet and rugs
for residential and commercial applications throughout the United States 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. Under the terms of
the Merger Agreement, Berkshire purchased all of the outstanding shares of Johns
Manville common stock for $13 per share.

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.

FORM 10-Q/A
BERKSHIRE HATHAWAY INC. Q/E 9/30/01

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 2. SIGNIFICANT BUSINESS ACQUISITIONS (CONTINUED)

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.

Aggregate cash consideration for the four business acquisitions consummated
during the first nine months of 2001 was $4,808 million.

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 United States.

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 United
States 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.

The results of operations for each of these entities 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 the first nine months of 2001 and 2000, as if each of the nine
acquisitions discussed above were consummated on the same terms at the beginning
of each year. Dollars are in millions except per share amounts.

2001 2000
------- -------

Total revenues ................................ $28,577 $27,582
Net earnings .................................. 709 2,378
Earnings per equivalent Class A Common Share .. 464 1,560

NOTE 3. AGREEMENT TO ACQUIRE FRUIT OF THE LOOM'S APPAREL BUSINESS

On November 1, 2001, Berkshire entered into an agreement with Fruit of the
Loom LTD. and Fruit of the Loom Inc. (together the "FOL entities") to acquire
substantially all of the FOL entities apparel business at a cash purchase price
of $835 million, subject to adjustments. The purchase price is subject to
significant reduction for certain liabilities, as well as upward or downward
adjustment depending on working capital levels. The FOL entities are currently
operating as a debtor-in-possession pursuant to its Chapter 11 bankruptcy
filing. The closing under the agreement is subject to approval by the bankruptcy
court, and other conditions set forth in the agreement. It is expected the
closing will occur in the first quarter of 2002.

FORM 10-Q/A
BERKSHIRE HATHAWAY INC. Q/E 9/30/01

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 4. 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 gives 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.

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 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 September 30, 2001 and
$1,264 million at December 31, 2000.

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 $99 million for the first nine
months of 2001 and $40 million for the period beginning on March 14, 2000 and
ending September 30, 2000.

NOTE 5. INVESTMENTS IN SECURITIES WITH FIXED MATURITIES

Data with respect to investments in securities with fixed maturities (other
than securities with fixed maturities held by finance and financial products
businesses -- See Note 10) are shown in the tabulation below (in millions).

September 30, December 31,
2001 2000
------------- ------------

Amortized cost ................................. $ 34,366 $ 32,420
Gross unrealized gains ......................... 1,011 512
Gross unrealized losses ........................ (264) (365)
-------- --------
Total fair value ............................... $ 35,113 $ 32,567
======== ========

NOTE 6. INVESTMENTS IN EQUITY SECURITIES

Data with respect to investments in equity securities are shown in the
tabulation below (in millions).

September 30, December 31,
2001 2000
------------- ------------

Total cost ..................................... $ 9,096 $ 10,402
Gross unrealized gains ......................... 18,584 27,294
Gross unrealized losses ........................ (472) (77)
-------- --------
Total fair value ............................... $ 27,208 $ 37,619
======== ========
Fair value:
American Express Company ....................... $ 4,406 $ 8,329
The Coca-Cola Company .......................... 9,370 12,188
The Gillette Company ........................... 2,861 3,468
Wells Fargo & Company .......................... 2,368 3,067
Other equity securities ........................ 8,203 10,567
-------- --------
Total .......................................... $ 27,208 $ 37,619
======== ========

FORM 10-Q/A
BERKSHIRE HATHAWAY INC. Q/E 9/30/01

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 7. DEFERRED INCOME TAX LIABILITIES

The tax effects of significant items comprising Berkshire's net deferred tax
liabilities as of September 30, 2001 and December 31, 2000 are as follows (in
millions).

September 30, December 31,
2001 2000
------------- ------------

Deferred tax liabilities:
Relating to unrealized appreciation of investments .. $ 6,690 $ 9,571
Deferred charges reinsurance assumed ................ 1,085 916
Investments ......................................... 373 441
Other ............................................... 1,364 717
-------- --------
9,512 11,645
-------- --------
Deferred tax assets:
Unpaid losses and loss adjustment expenses .......... (1,134) (1,061)
Unearned premiums ................................... (264) (227)
Other ............................................... (1,622) (754)
-------- --------
(3,020) (2,042)
-------- --------
Net deferred tax liability ............................ $ 6,492 $ 9,603
======== ========

NOTE 8. COMMON STOCK

The following table summarizes Berkshire's common stock activity during the
first nine months of 2001.

Class A Common Stock Class B Common Stock
(1,650,000 shares authorized) (55,000,000 shares authorized)
Issued and Outstanding Issued and Outstanding
----------------------------- ------------------------------

Balance at December 31, 2000................. 1,343,904 5,469,786
Conversions of Class A Common Stock
To Class B Common Stock and other......... (11,492) 382,904
--------- ---------
Balance at September 30, 2001................ 1,332,412 5,852,690
========= =========

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. 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 1,527,502
shares outstanding at September 30, 2001 and 1,526,230 shares outstanding at
December 31, 2000.

Each Class A Common share is entitled to one vote per share. Each Class B
Common share possesses the voting rights of one-two-hundredth (1/200) of the
voting rights of a Class A share. Class A and Class B Common shares vote
together as a single class.

NOTE 9. COMPREHENSIVE INCOME

Berkshire's comprehensive income for the third quarter and first nine months
of 2001 and 2000 is shown in the table below (in millions). Other comprehensive
income consists principally of unrealized gains and losses on investments and
foreign currency translation adjustments associated with foreign-based business
operations.

Third Quarter First Nine Months
-------------------- --------------------
2001 2000 2001 2000
------- ------- ------- -------

Net earnings (loss) ............................................ $ (679) $ 797 $ 700 $ 2,244
------- ------- ------- -------
Other comprehensive income:
Increase (decrease) in unrealized appreciation of investments .. (1,415) 1,132 (8,195) (1,429)
Applicable income taxes and minority interests .............. 510 (317) 2,930 646
Other, principally foreign currency translation adjustments .... (50) (50) (122) (141)
Applicable income taxes and minority interests .............. (5) 1 23 36
------- ------- ------- -------
(960) 766 (5,364) (888)
------- ------- ------- -------
Comprehensive income ........................................... $(1,639) $ 1,563 $(4,664) $ 1,356
======= ======= ======= =======

FORM 10-Q/A
BERKSHIRE HATHAWAY INC. Q/E 9/30/01

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 10. FINANCE AND FINANCIAL PRODUCTS BUSINESSES

Assets and liabilities of Berkshire's finance and financial products
businesses are summarized below (in millions).

As Restated
September 30, December 31,
2001 2000
------------- ------------

ASSETS
Cash and cash equivalents ......................... $ 1,380 $ 341
Investments in securities with fixed maturities:
Held-to-maturity, at cost ...................... 1,753 1,664
Trading, at fair value ......................... 2,289 5,244
Available-for-sale, at fair value .............. 18,167 880
Trading account assets ............................ 6,034 5,429
Loans and other receivables ....................... 6,914 1,186
Securities purchased under agreements to resell ... 761 680
Other ............................................. 4,437 1,405
------- -------
$41,735 $16,829
======= =======
LIABILITIES
Securities sold under agreements to repurchase .... $14,832 $ 3,386
Securities sold but not yet purchased ............. 700 715
Trading account liabilities ....................... 5,463 4,974
Notes payable and other borrowings ................ 9,946 2,116
Annuity reserves and policyholder liabilities ..... 887 868
Other ............................................. 6,149 2,671
------- -------
$37,977 $14,730
======= =======

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 "Term Loan") to
FINOVA Capital Corporation, ("FNV Capital") a subsidiary of The FINOVA Group
("FNV"). The Term Loan was made in connection with a restructuring of all of FNV
Capital's outstanding bank debt and publicly traded debt securities.

Berkadia financed the entire Term Loan through a third party lending
facility. Both the Term Loan and the Berkadia borrowing are due on August 20,
2006. The unpaid principal balance of the Term Loan was $5.6 billion at
September 30, 2001, and is included above in loans and other receivables. In
October 2001, FNV Capital prepaid $700 million principal amount of the Term Loan
and Berkadia repaid a like amount to its lenders. Berkshire provided Berkadia's
lenders with a 90% primary guaranty of such financing and also provided a
secondary guaranty to the 10% primary guaranty provided by Leucadia. Berkshire
has a 90% economic interest in Berkadia's Term 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
Term Loan to FNV Capital, which will subsequently be accreted into interest
income over the life of the Term 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 stock was
completely written-off. Consequently, the equity method was suspended as of
September 30, 2001.

FORM 10-Q/A
BERKSHIRE HATHAWAY INC. Q/E 9/30/01

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 11. BUSINESS SEGMENT DATA

A disaggregation of Berkshire's consolidated data for the third quarter and
first nine months of each of the two most recent years is as follows based on
how management views the operations. Accordingly, certain intercompany
transactions have not been eliminated. Amounts are in millions.

REVENUES
OPERATING BUSINESSES:

Third Quarter First Nine Months
--------------------- ----------------------
2001 2000 2001 2000
------- -------- -------- --------

Insurance group:
Premiums earned:
GEICO ........................................................... $ 1,533 $ 1,446 $ 4,499 $ 4,137
General Re ...................................................... 2,032 2,044 6,122 5,539
Berkshire Hathaway Reinsurance Group ............................ 508 1,291 2,339 1,596
Berkshire Hathaway Primary Insurance Group ...................... 140 91 361 228
Investment income ................................................ 751 683 2,177 2,010
------- -------- -------- --------
Total insurance group .............................................. 4,964 5,555 15,498 13,510
Shaw Industries .................................................... 1,075 -- 3,106 --
Building products * ................................................ 990 71 2,372 71
Flight services .................................................... 669 593 1,909 1,640
Retail ............................................................. 448 442 1,341 1,236
Scott Fetzer Companies ............................................. 215 231 692 733
Other .............................................................. 645 651 2,008 1,985
------- -------- -------- --------
9,006 7,543 26,926 19,175
RECONCILIATION OF SEGMENTS TO CONSOLIDATED AMOUNT:
Realized investment gain ........................................ 326 908 1,228 2,361
Other ........................................................... 8 13 27 39
Eliminations ..................................................... (6) -- (10) --
Purchase-accounting adjustments .................................. (24) (30) (63) (98)
------- -------- -------- --------
$ 9,310 $ 8,434 $ 28,108 $ 21,477
======= ======== ======== ========

* Building products businesses include Acme Building Brands, Benjamin Moore,
Johns Manville and MiTek. See Note 2.

OPERATING PROFIT (LOSS) BEFORE TAXES
OPERATING BUSINESSES:

Third Quarter First Nine Months
--------------------- ----------------------
2001 2000 2001 2000
------- -------- -------- --------

Insurance group operating profit:
Underwriting profit (loss):
GEICO ........................................................... $ 130 $ (43) $ 130 $ (194)
General Re ...................................................... (1,904) (336) (2,406) (856)
Berkshire Hathaway Reinsurance Group ............................ (664) 21 (802) (15)
Berkshire Hathaway Primary Insurance Group ...................... 4 3 13 4
Net investment income ............................................ 746 680 2,162 1,997
------- -------- -------- --------
Total insurance group operating profit (loss) ...................... (1,688) 325 (903) 936
Shaw Industries .................................................... 89 -- 225 --
Building products .................................................. 152 14 344 14
Flight services .................................................... 40 53 145 167
Retail ............................................................. 27 36 86 96
Scott Fetzer Companies ............................................. 26 26 87 87
Other .............................................................. 142 181 518 641
------- -------- -------- --------
(1,212) 635 502 1,941
RECONCILIATION OF SEGMENTS TO CONSOLIDATED AMOUNT:
Realized investment gain ......................................... 338 908 1,199 2,361
Interest expense * ............................................... (24) (22) (65) (69)
Corporate and other .............................................. 5 9 20 30
Goodwill amortization and other purchase-accounting adjustments .. (153) (154) (478) (468)
------- -------- -------- --------
$(1,046) $ 1,376 $ 1,178 $ 3,795
======= ======== ======== ========

* Excludes interest allocated to certain businesses.

FORM 10-Q/A
BERKSHIRE HATHAWAY INC. Q/E 9/30/01

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 12. NEW ACCOUNTING PRONOUNCEMENTS

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 of accounting for business combinations. 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.
Such provisions include guidance on the identification of the acquiring entity,
the recognition of intangible assets other than goodwill acquired in a business
combination and the accounting for negative goodwill.

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 amortized.

In October 2001, the FASB issued SFAS No. 144 "Accounting for the Impairment
or Disposal of Long-Lived Assets." SFAS No. 144 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 the nine months ended September 30, 2001
includes goodwill amortization of $491 million, including $60 million related to
Berkshire's investment in MidAmerican Energy Holdings Company.

NOTE 13. RESTATEMENT

FORM 10-Q/A
BERKSHIRE HATHAWAY INC. Q/E 9/30/01

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Net earnings for the third quarter and first nine months of 2001 and 2000 are
disaggregated in the table that follows. Amounts are after deducting minority
interests and income taxes. Dollar amounts are in millions.

Third Quarter First Nine Months
------------------ --------------------
2001 2000 2001 2000
------- ----- ------- -------

Insurance group - underwriting .................................... $(1,550) $(223) $(1,969) $ (696)
Insurance group - investment income ............................... 520 479 1,498 1,411
Non-insurance businesses .......................................... 291 196 872 641
Interest expense .................................................. (15) (13) (43) (44)
Goodwill amortization and other purchase-accounting adjustments ... (145) (141) (452) (426)
Other ............................................................. 4 3 14 14
------- ----- ------- -------
Earnings (loss) before realized investment gain ................. (895) 301 (80) 900
Realized investment gain .......................................... 216 496 780 1,344
------- ----- ------- -------
Net earnings (loss) ............................................. $ (679) $ 797 $ 700 $ 2,244
======= ===== ======= =======

INSURANCE GROUP -- UNDERWRITING

A summary follows of underwriting results from Berkshire's insurance segments
for the third quarter and first nine months of 2001 and 2000. Dollar amounts
are in millions.

Third Quarter First Nine Months
------------------ --------------------
2001 2000 2001 2000
------- ----- ------- -------

Underwriting gain (loss) attributable to:
GEICO ........................................................... $ 130 $ (43) $ 130 $ (194)
General Re ...................................................... (1,904) (336) (2,406) (856)
Berkshire Hathaway Reinsurance Group ............................ (664) 21 (802) (15)
Berkshire Hathaway Primary Insurance Group ...................... 4 3 13 4
------- ----- ------- -------
Pre-tax underwriting loss ......................................... (2,434) (355) (3,065) (1,061)
Income taxes and minority interest ................................ (884) (132) (1,096) (365)
------- ----- ------- -------
Net underwriting loss ........................................... $(1,550) $(223) $(1,969) $ (696)
======= ===== ======= =======

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.

During the third quarter of 2001, 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
losses of $2.275 billion related to the terrorist attack. The losses recorded
are based upon estimates and, therefore, are subject to considerable estimation
error. Additional information related to these losses is included in the
discussion that follows. 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.

GEICO

GEICO Corporation through its affiliates ("GEICO") provides private passenger
auto insurance to customers in 48 states and the District of Columbia. GEICO
policies are marketed mainly through direct response methods, in which insureds
apply directly to the company for insurance coverage 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.

FORM 10-Q/A
BERKSHIRE HATHAWAY INC. Q/E 9/30/01

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)

GEICO (CONTINUED)

GEICO's pre-tax underwriting results for the third quarter and first nine
months of 2001 and 2000 are summarized in the table below. Dollar amounts are
in millions.

Third Quarter First Nine Months
----------------------------------- ----------------------------------
2001 2000 2001 2000
--------------- ----------------- --------------- ----------------
Amount % Amount % Amount % Amount %
------ ----- ------- ----- ------ ----- ------- -----

Premiums earned ................ $1,533 100.0 $ 1,446 100.0 $4,499 100.0 $ 4,137 100.0
------ ----- ------- ----- ------ ----- ------- -----
Losses and loss expenses ....... 1,182 77.1 1,225 84.7 3,656 81.3 3,548 85.8
Underwriting expenses ......... 221 14.4 264 18.3 713 15.8 783 18.9
------ ----- ------- ----- ------ ----- ------- -----
Total losses and expenses ...... 1,403 91.5 1,489 103.0 4,369 97.1 4,331 104.7
------ ===== ------- ===== ------ ===== ------- =====
Net underwriting gain (loss) .. $ 130 $ (43) $ 130 $ (194)
====== ======= ====== =======

Premiums earned during the third quarter were $1,533 million in 2001, an
increase of 6.0% from $1,446 million in 2000. For the nine months ended
September 30, earned premiums were $4,499 million in 2001, an increase of 8.8%
from $4,137 million in 2000. The growth in premiums earned reflects an increase
in premium rates offset somewhat by a 1.5 % reduction in policies-in-force
during the past year.

Policies-in-force over the last twelve months increased 1.7% in the preferred
risk auto market and declined 12.9% in the standard and nonstandard auto lines.
Voluntary auto new business sales in the first nine months of 2001 decreased
36.1% compared to 2000 due to decreased advertising expenditures and a lower
closure ratio, as well as increased rates and tightened underwriting standards.
Voluntary auto policies-in-force at September 30, 2001 were 36,000 less than at
December 31, 2000 and unchanged from June 30, 2001.

Losses and loss adjustment expenses incurred in the third quarter of 2001
decreased 3.5% to $1,182 million and for the nine-month period increased 3.0% to
$3,656 million in comparison with 2000 periods. The loss ratio was 81.3% in the
first nine months of 2001 compared to 85.8% a year ago. The lower loss ratios in
2001 reflect the effect of rate increases begun in 2000 in response to the
higher severity for personal injury protection coverages and increasing cost
trends for medical payments and automobile repair costs. Additionally, the rate
of increase in claim severity has slowed in 2001 and the frequency of accidents
has decreased in several coverages compared to the prior year.

Underwriting expenses in the third quarter of 2001 declined $43 million
(16.3%) from 2000. For the first nine months of 2001, underwriting expenses
decreased $70 million (8.9%) from 2000. Much of the comparative decreases in
expenses were due to reductions in advertising expenditures. While advertising
expense declined, the unit cost of acquiring new business has increased in 2001
reflecting a lower ratio of new policies written to quotes. Also contributing to
the lower comparative expenses in 2001 were lower employee profit-sharing
accruals.

GENERAL RE

General Re and its affiliates conduct a global reinsurance business with
operations in the United States and 129 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 include the direct
reinsurance operations of Germany-based Cologne Re and certain wholly owned
subsidiaries of General Re, including the broker-market reinsurance operations
(Faraday / Lloyd's Syndicate 435). At September 30, 2001, General Re held an 88%
economic ownership interest in Cologne Re.

Prior to September 11, 2001, the reinsurance industry was contending with
difficult underwriting conditions. While pricing had begun to improve in certain
markets, many markets remained underpriced relative to the risks assumed. Losses
from the terrorist attack in the United States on September 11th have severely
impacted the insurance and reinsurance industries' 2001 underwriting results,
contributing to dislocation in the insurance/reinsurance markets. The severity
of the losses arising from the September 11th attack underscored that risks of
this kind are not contemplated in pricing coverage. Lines of business that
previously were expected to have little correlation were adversely affected in
the same event to an unprecedented degree.

General Re's consolidated underwriting results remained disappointing for the
third quarter and first nine months of 2001, which also included $1.9 billion of
gross and $1.7 billion of net losses arising from the September 11th terrorist
attack. During the third quarter of 2001, the traditional North American
operations continued to record reserve adjustments on prior years' claims
reserves.

FORM 10-Q/A
BERKSHIRE HATHAWAY INC. Q/E 9/30/01

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)

GENERAL RE (CONTINUED)

The underwriting results for each of General Re's business segments follow.

North American property/casualty

General Re's North American property/casualty pre-tax underwriting results
for the third quarter and first nine months of 2001 and 2000 are shown below.
Dollar amounts are in millions.

Third Quarter First Nine Months
------------------------------------ ----------------------------------
2001 2000 2001 2000
---------------- ----------------- ---------------- ----------------
Amount % Amount % Amount % Amount %
------- ----- ------- ----- ------- ----- ------- -----

Premiums earned ............ $ 894 100.0 $ 991 100.0 $ 2,892 100.0 $ 2,399 100.0
------- ----- ------- ----- ------- ----- ------- -----
Losses and loss expenses ... 2,087 233.4 1,013 102.2 3,953 136.7 2,195 91.5
Underwriting expenses ..... 253 28.3 224 22.6 737 25.5 623 26.0
------- ----- ------- ----- ------- ----- ------- -----
Total losses and expenses .. 2,340 261.7 1,237 124.8 4,690 162.2 2,818 117.5
------- ===== ------- ===== ------- ===== ------- =====
Net underwriting loss ...... $(1,446) $ (246) $(1,798) $ (419)
======= ======= ======= =======

North American property/casualty operations underwrite predominantly excess
reinsurance across multiple lines of business. North American property/casualty
earned premiums decreased $97 million (9.8%) for the third quarter and increased
$493 million (20.6%) for the first nine months of 2001 over the same periods in
2000. Earned premiums for the first nine months of 2001 include $275 million
from a retroactive reinsurance contract that incepted in the second quarter.
Earned premiums in the third quarter of 2000 included $183 million from a single
aggregate excess treaty that was not renewed in 2001. Otherwise, third quarter
2001 earned premiums grew $86 million (10.6%) and $401 million (18.1%) year to
date. Rate increases and new business (net of the non-renewal of underperforming
business) accounted for the remaining growth.

The North American property/casualty operations produced net underwriting
losses of $1,446 million and $1,798 million for the third quarter and first nine
months of 2001, respectively. These results include $1.3 billion of gross and
net losses from the September 11th terrorist attack. Other underwriting losses
were $151 million and $503 million for the third quarter and first nine months
of 2001, respectively. Underwriting results for the first nine months of 2001
include $87 million of claims arising from other catastrophes, principally
Tropical Storm Allison, and other large individual property losses ($20 million
per loss or greater). Catastrophe and other large individual property losses in
the comparable 2000 period were $26 million, arising from Fort Worth tornadoes.
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 losses arising from the September 11th
terrorist attack. In general, the timing and magnitude of catastrophic losses
can produce volatility in periodic underwriting results.

The North American property/casualty underwriting results for the third
quarter and first nine months of 2001 were also negatively impacted by
unfavorable reserve adjustments of prior years' claim estimates. This correction
of earlier loss estimates in the traditional business increased the third
quarter and first nine months of 2001 underwriting loss by approximately $69
million and $206 million, respectively. Underreserving occurred principally in
the casualty treaty, commercial umbrella and casualty individual risk
reinsurance lines, and primarily for accident years from 1998 through 2000.
Underwriting losses for the first nine months of 2000 included approximately
$148 million from reserve changes. This underreserving primarily related to
business that has since been non-renewed or renewed with improved pricing and
coverage terms.

Over time, if property/casualty business is properly priced, the business
should generate an underwriting profit. However, this has not occurred during
the period subsequent to Berkshire's acquisition of General Re at the end of
1998. Management is continuing to take actions to improve pricing, terms and
conditions so as to achieve the targeted underwriting results. The value of
"float" generated by the insurance business has decreased in recent years and
significant underwriting profits will need to be realized in order to achieve a
reasonable return on capital employed.

FORM 10-Q/A
BERKSHIRE HATHAWAY INC. Q/E 9/30/01

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)

GENERAL RE (CONTINUED)

International property/casualty

General Re's international property/casualty pre-tax underwriting results for
the third quarter and first nine months of 2001 and 2000 are shown below. Dollar
amounts are in millions.

Premiums earned............. $ 663 100.0 $ 653 100.0 $ 1,773 100.0 $ 1,881 100.0
------- ----- ------- ----- ------- ----- ------- -----
Losses and loss expenses.... 896 135.1 521 79.8 1,778 100.3 1,631 86.7
Underwriting expenses....... 188 28.4 202 30.9 538 30.3 611 32.5
------- ----- ------- ----- ------- ----- ------- -----
Total losses and expenses... 1,084 163.5 723 110.7 2,316 130.6 2,242 119.2
------- ===== ------- ===== ------- ===== ------- =====
Net underwriting loss....... $ (421) $ (70) $ (543) $ (361)
======= ======= ======= =======

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 other parts of Western Europe.
For the third quarter and first nine months of 2001, international
property/casualty earned premiums increased $10 million (1.5%) and decreased
$108 million (5.7%), respectively, from the comparable 2000 levels. Adjusting
for the effect of foreign exchange, earned premiums increased 7.2% during the
third quarter and 3.0 % for the first nine months of 2001, respectively. For the
first nine months of 2001, increased participation and growth in Lloyd's
Syndicate 435 and growth in U.K. casualty treaty business were partially offset
by decreased premiums in Latin America and at Cologne Re. The decrease at
Cologne Re is primarily due to the non-renewal of under-performing treaty
business. Additionally, premiums earned in the first nine months of 2000 for
Cologne Re included premiums from cedants to reinstate coverage as a result of
the 1999 European winter storm losses.

Underwriting results of the international property/casualty operations for
the third quarter and first nine months of 2001 included $536 million of gross
and $371 million of net losses related to the September 11th terrorist attack.
Other underwriting losses of the international property/casualty operations were
$50 million and $172 million for the third quarter and first nine months of 2001
respectively. While the results improved over the comparable 2000 periods, they
remained disappointing. Results in 2001 benefited from lower catastrophe and
other large individual property losses and the effects of recent underwriting
initiatives in the direct reinsurance operations. For the first nine months,
catastrophe and other large individual property losses were $21 million in 2001
(1.2 loss ratio points) for losses arising from a chemical plant explosion in
Toulouse, France and $83 million in 2000 (4.4 loss ratio points) from additional
losses that emerged from the late December 1999 European winter storms.
Partially offsetting improvements in the direct reinsurance operations were
deteriorating results in the broker-market operations.

Global life/health

General Re's global life/health pre-tax underwriting results for the third
quarter and first nine months of 2001 and 2000 are shown below. Dollar amounts
are in millions.

Premiums earned............. $ 475 100.0 $ 400 100.0 $ 1,457 100.0 $ 1,259 100.0
------- ----- ------- ----- ------- ----- ------- -----
Losses and loss expenses.... 383 80.6 311 77.8 1,176 80.7 1,041 82.7
Underwriting expenses....... 129 27.2 109 27.2 346 23.8 294 23.3
------- ----- ------- ----- ------- ----- ------- -----
Total losses and expenses... 512 107.8 420 105.0 1,522 104.5 1,335 106.0
------- ===== ------- ===== ------- ===== ------- =====
Net underwriting loss....... $ (37) $ (20) $ (65) $ (76)
======= ======= ======= =======

General Re's global life/health affiliates reinsure such risks worldwide.
Global life/health earned premiums for the third quarter and first nine months
of 2001, grew 18.8% and 15.7%, respectively, over the same periods in 2000.
Adjusting for the effect of foreign exchange, earned premiums increased 21.9%
during the third quarter and 20.3% for the first nine months of 2001. The growth
in earned premiums was primarily due to the U.S. individual health operations,
resulting from the acquisition of two Medicare supplement blocks of business in
2000, which partially offset decreased premiums in the international health
segment. Additionally, earned premiums in the life reinsurance business
increased in the U.S., Australia, Asia and Western Europe.

FORM 10-Q/A
BERKSHIRE HATHAWAY INC. Q/E 9/30/01

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)

GENERAL RE (CONTINUED)

Global life/health (Continued)

The global life/health underwriting results for the third quarter and first
nine months of 2001 included $70 million of gross losses and $34 million of net
losses related to the September 11th terrorist attack. Otherwise, the overall
global life/health operations improved significantly from the same periods in
2000. Significant improvement in 2001 periods was achieved in the life and
health units of the international operations, which for the first nine months
posted near breakeven results in 2001 compared to a $60 million net loss in
2000. Results for the U.S. life reinsurance operations worsened in 2001
reflecting the estimated losses from the terrorist attack and a general increase
in mortality in the third quarter. Underwriting results for the first nine
months of 2001 included net losses of approximately $25 million from the
U.S. health reinsurance business compared to a $15 million loss in 2000.

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 leading providers of catastrophe
excess-of-loss reinsurance. In recent years, the BHRG has also generated a
significant amount of business from a few very sizable retroactive reinsurance
contracts.

In the third quarter of 2001, the BHRG incurred a net underwriting loss of
$664 million compared to a net gain in 2000 of $21 million. For the nine months
ended September 30, underwriting losses totaled $802 million in 2001 and $15
million in 2000. Underwriting losses in the third quarter of 2001 include
estimated losses related to the September 11, 2001 terrorist attack of
approximately $575 million.

Premiums earned under catastrophe and other non-catastrophe reinsurance
contracts for the third quarter were $480 million in 2001 and $90 million in
2000. For the first nine months premiums earned from these businesses were $745
million in 2001 and $369 million in 2000. Premiums earned in 2001 periods
include approximately $290 million of premiums earned in connection with
policies in which the premiums under the policies are based, in part, upon loss
experience under the policies. The amounts were recorded as a consequence of the
estimated losses recorded from the September 11, 2001 terrorist attack. In 2000
periods, such premiums were minimal.

Premiums earned from retroactive reinsurance policies for the first nine
months were $1,594 million in 2001 and $1,227 million in 2000. In 2001,
substantially all of these amounts were earned from contracts written in the
second quarter, whereas amounts earned in 2000 were primarily from contracts
written in the third quarter.

Retroactive reinsurance policies indemnify ceding companies with respect to
loss events that occurred in previous years. Such policies can provide
exceptionally large, but limited, amounts of indemnification in exchange for
significant premiums. Premium amounts reflect, in part, discounting for time,
because the claim payments are estimated to occur over lengthy time periods.
Asbestos and environmental liabilities are often present from claims incurred
under these policies. Large underwriting losses are anticipated from these
policies, resulting principally from the amortization of deferred charges.
However, this business is accepted because of the exceptional amount of
policyholder float generated.

Underwriting losses in the third quarter from BHRG's retroactive reinsurance
contracts were $97 million in 2001 and $51 million in 2000. For the first nine
months, this business produced underwriting losses of $299 million in 2001 and
$130 million in 2000. The underwriting losses resulted from the amortization of
deferred charges established at the inception of the contracts. The deferred
charges, which represent the difference between the policy premium and the
ultimate estimated claim reserves, are amortized over the estimated claim
payment period. The increase in amortization charges in 2001 over 2000 periods
relates to the significant amount of new business written subsequent to June 30,
2000. Unamortized deferred charges at September 30, 2001 totaled approximately
$3.1 billion, an increase of $1.7 billion from June 30, 2000.

BERKSHIRE HATHAWAY PRIMARY INSURANCE GROUP

Premiums earned by Berkshire's numerous other primary insurers of $140
million and $361 million in the third quarter and first nine months of 2001,
respectively, exceeded the corresponding prior year amounts by $49 million
(53.8%) and $133 million (58.3%), respectively. Most of the increase in premiums
earned derived from the inclusion of the insurance affiliates of U.S. Investment
Corporation ("USIC"), specialty insurers acquired by Berkshire in August 2000
and from increases in business at National Indemnity. Underwriting results for
these businesses in 2001 include net underwriting gains at USIC, National
Indemnity and Kansas Bankers'.

FORM 10-Q/A
BERKSHIRE HATHAWAY INC. Q/E 9/30/01

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)

INSURANCE GROUP INVESTMENT INCOME

After-tax net investment income produced by Berkshire's insurance and
reinsurance businesses for the third quarter and first nine months of 2001 and
2000 is summarized in the table below. Dollars are in millions.

Third Quarter First Nine Months
------------- -----------------
2001 2000 2001 2000
---- ---- ------ ------

Net investment income before income taxes and minority interests .... $746 $680 $2,162 $1,997
Income taxes and minority interests ................................ 226 201 664 586
---- ---- ------ ------
Net investment income ............................................... $520 $479 $1,498 $1,411
==== ==== ====== ======

Pre-tax net investment income earned by Berkshire's insurance businesses for
the third quarter of 2001 increased $66 million (9.7%) over the third quarter of
2000. Pre-tax net investment income for the first nine months of 2001 increased
$165 million (8.3%) over the corresponding period in 2000. The comparative
increases in pre-tax net investment income in 2001 periods reflect the growth in
the portfolio of fixed maturity investments.

Berkshire's insurance operations maintain large levels of invested assets,
derived from shareholder capital, as well as policyholder float. Policyholder
float is an estimate of the net amount temporarily available for investment from
funds provided by policyholders. Such amounts will be eventually returned to
policyholders, primarily in the form of claim and benefit payments and other
refunds arising out of the insurance contracts.

Policyholder float at September 30, 2001 totaled approximately $33.3 billion,
compared to about $30.8 billion at June 30, 2001 and $27.1 billion at September
30, 2000. Most of the increase in the third quarter 2001 derived from loss
reserves established in connection with the September 11, 2001 terrorist attack.
Accordingly the cost of float, as measured by the annualized underwriting loss
as a percentage of the average balance of float, will be exceptionally high in
2001.

NON-INSURANCE BUSINESSES

Results of operations of Berkshire's diverse non-insurance businesses for the
third quarter and first nine months of 2001 and 2000 are shown in the following
table. Dollar amounts are in millions.

Third Quarter First Nine Months
------------------------------ ---------------------------------
2001 2000 2001 2000
-------------- ------------- --------------- ---------------
Amount % Amount % Amount % Amount %
------ ----- ------ ----- ------- ----- ------ -----

Revenues ........................ $4,042 100.0 $1,988 100.0 $11,428 100.0 $5,665 100.0
Costs and expenses .............. 3,566 88.2 1,678 84.4 10,023 87.7 4,660 82.3
------ ----- ------ ----- ------- ----- ------ -----
Earnings before income
taxes/minority interest ....... 476 11.8 310 15.6 1,405 12.3 1,005 17.7
Income taxes/minority interest .. 185 4.6 114 5.7 533 4.7 364 6.4
------ ----- ------ ----- ------- ----- ------ -----
Net earnings .................... $ 291 7.2 $ 196 9.9 $ 872 7.6 $ 641 11.3
====== ===== ====== ===== ======= ===== ====== =====

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. 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). 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 included in
Berkshire's earnings from their respective acquisition dates. Additional
information regarding each of these acquisitions is contained in Notes 2 and 4
of the accompanying interim Consolidated Financial Statements.

Many of Berkshire's non-insurance businesses have been adversely affected by
the general economic slowdown in the United States over the first nine months of
2001. In addition, the terrorist attack on September 11, 2001 had negative
effects on the businesses. Certain businesses experienced immediate disruption,
such as the flight services businesses as a result of the temporary suspension
of air travel in the United States. Other businesses were affected less
directly, as a result of changes in general economic conditions resulting from
the attack. Nevertheless, Berkshire's management considers that most of its
non-insurance businesses have performed well under these difficult conditions.

FORM 10-Q/A
BERKSHIRE HATHAWAY INC. Q/E 9/30/01

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)

NON-INSURANCE BUSINESSES (CONTINUED)

Aggregate third quarter revenues of Berkshire's non-insurance businesses
totaled $4,042 million in 2001, an increase of 103.3% over the third quarter of
2000. For the first nine months of 2001, these businesses produced revenues of
$11,428 million, an increase of 101.7% over the corresponding period in 2000.
Pre-tax earnings of Berkshire's non-insurance businesses for 2001 exceeded
earnings of the corresponding prior year by $166 million (53.5%) for the third
quarter and $400 million (39.8%) for the first nine months. The increases in
revenues and pre-tax earnings were largely attributed to the aforementioned new
businesses.

Shaw's carpet and floor coverings business generated revenues of $1,075
million for the third quarter of 2001 and $3,106 million for the first nine
months. On a comparable year-to-date basis, Shaw's revenues declined about 3.7%
during the first nine months of 2001 as compared to 2000 due to lower volume of
carpet sold and slightly lower average selling prices. For the third quarter and
first nine months of 2001, pre-tax earnings of Shaw totaled $89 million and $225
million, respectively. Year-to-date pre-tax operating earnings in 2001 periods
are approximately 8% lower than in 2000.

The building products businesses generated third quarter and first nine
months revenues in 2001 of $990 million and $2,372 million, respectively. On a
comparable year-to-date basis, revenues of the building products group in the
first nine months of 2001 were essentially unchanged from 2000, as a slight
decrease in revenues at Johns Manville, was offset by small revenue increases at
Benjamin Moore and Acme. Pre-tax earnings for 2001 were $152 million for the
third quarter and $344 million for the first nine months. On a full year-to-date
comparative basis, the pre-tax earnings in 2001 of the building products group
were relatively unchanged from 2000.

Berkshire's retail businesses generated revenues of $448 million for the
third quarter of 2001 and $1,341 million for the first nine months of 2001 as
compared to $442 million and $1,236 million in the comparable 2000 periods. The
comparative increase in revenues in 2001 was due to business acquisitions
occurring during the second half of 2000. Pre-tax earnings in 2001 of $27
million for the third quarter and $86 million for the first nine months compared
to $36 million for the third quarter and $96 million for the first nine months
of 2000.

Third quarter revenues of $669 million from flight service businesses
increased $76 million (12.8%) in 2001 as compared to 2000 and for the first nine
months, revenues of $1,909 million increased $269 million (16.4%) in 2001 as
compared to 2000. The revenue gains in each period of 2001 reflect increases in
training revenues at FlightSafety and aircraft sales and flight operations
management revenues at Executive Jet. Pre-tax earnings of the flight service
businesses in the third quarter of 2001 were $40 million, a decline of $13
million (24.5%) from the third quarter of 2000. For the first nine months of
2001, pre-tax earnings declined $22 million (13.2%) from the corresponding 2000
period. Most of the decline in comparative operating results was due to net
operating losses incurred in the 2001 periods by Executive Jet. Deterioration in
operating margins at Executive Jet occurred in both its domestic and
international operations.

Other non-insurance businesses include several finance and financial products
businesses, (including the transportation equipment leasing business of XTRA
Corporation, acquired in September 2001). Finance and financial products
businesses generated pre-tax earnings for the third quarter of $97 million in
2001 and $103 million in 2000. For the first nine months, pre-tax earnings of
the finance businesses were $325 million in 2001 and $466 million in 2000.
Earnings of Berkshire's finance and financial products businesses can be
volatile due, in part, to the magnitude of investments acquired under
proprietary investment strategies. The results of Dexter Shoe Company are also
included in other non-insurance businesses. During the third quarter of 2001,
Dexter ended the production of shoes in the U.S. and Puerto Rico. Dexter's
business will be continued under the management of H.H. Brown. A pre-tax charge
of about $25 million was recorded in the third quarter to provide for costs
arising from the shutdown. Other non-insurance businesses also include
Berkshire's proportionate share of net earnings of MidAmerican, which for the
first nine months were $99 million in 2001 and $40 million in 2000.

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 $431 million for the first nine months of 2001
and $369 million for the corresponding period in 2000. 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 periodic consolidated statements of earnings reported
beginning in 2002.

FORM 10-Q/A
BERKSHIRE HATHAWAY INC. Q/E 9/30/01

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)

GOODWILL AMORTIZATION AND OTHER PURCHASE-ACCOUNTING ADJUSTMENTS (CONTINUED)

Other purchase-accounting adjustments consist primarily of the amortization
of the excess of market value over historical cost of fixed maturity investments
that existed as of the date of certain business acquisitions, primarily General
Re. Such excess is included in Berkshire's cost of the investments and is being
amortized over the remaining lives of the investments. The unamortized excess
remaining in the cost of fixed maturity investments totaled $594 million at
September 30, 2001.

REALIZED INVESTMENT GAIN/LOSS

Realized investment gain/loss has been a recurring element in Berkshire's net
earnings for many years. Such amounts -- recorded (1) when investments are sold;
(2) other-than-temporarily impaired; and (3) in certain situations, as provided
under GAAP, when investments are marked-to-market with a corresponding gain or
loss included in earnings -- may fluctuate significantly from period to period,
resulting in a meaningful effect on reported net earnings. The Consolidated
Statements of Earnings include after-tax realized investment gains of $216
million and $496 million for the third quarter of 2001 and 2000, respectively.
For the first nine months, after-tax realized investment gains totaled $780
million in 2001 and $1,344 million in 2000.

FINANCIAL CONDITION

Berkshire's balance sheet continues to reflect significant liquidity and a
strong capital base. Shareholders' equity at September 30, 2001, was $57
billion. Consolidated cash and invested assets, excluding assets of finance and
financial products businesses totaled approximately $69 billion at September 30,
2001. Berkshire deployed approximately $4.8 billion in cash for business
acquisitions in the first nine months of 2001. Cash utilized in these
acquisitions was generated internally.

Berkshire's consolidated borrowings under investment agreements and other
debt totaled $3,586 million at September 30, 2001 compared to $3,660 million at
June 30, 2001 and $2,663 million at December 31, 2000. The increase in
borrowings during 2001 relates primarily to the pre-acquisition debt of Shaw and
Johns Manville, as well as a $325 million increase in borrowings by Executive
Jet to finance aircraft inventory and core fleet acquisitions. Approximately
$600 million of the $1.4 billion of debt owed by Shaw and Johns Manville as of
their respective acquisition dates has been repaid. 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.

FORWARD-LOOKING STATEMENTS

Investors are cautioned that certain statements contained in this document as
well as some statements in periodic press releases and some oral statements of
Berkshire officials during presentations about Berkshire, 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
Berkshire 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 Berkshire, economic and market
factors and the industries in which Berkshire does business, among other things.
These statements are not guaranties of future performance and Berkshire 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 Berkshire'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.

FORM 10-Q/A
BERKSHIRE HATHAWAY INC. Q/E 9/30/01

PART II OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Report on Form 8-K

Item 5. Other Events. Report filed on August 3, 2001, indicated that a
Berkshire subsidiary agreed to purchase XTRA Corporation through a cash tender
offer.

SIGNATURE

Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

BERKSHIRE HATHAWAY INC.
(Registrant)

Date March 14, 2002 /s/ Marc D. Hamburg
------------------- -----------------------------------
(Signature)
Marc D. Hamburg, Vice President
and Principal Financial Officer