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Significant business acquisitions and other transactions
12 Months Ended
Dec. 31, 2024
Business Combinations [Abstract]  
Significant business acquisitions and other transactions
(2)
Significant business acquisitions and other transactions

Our long-held acquisition strategy is to acquire businesses that have consistent earning power, good returns on equity and able and honest management. Financial results attributable to business acquisitions are included in our Consolidated Financial Statements beginning on their respective acquisition dates.

On January 31, 2023, we acquired an additional 41.4% interest in Pilot Travel Centers, LLC (“Pilot”) for approximately $8.2 billion. The acquisition increased our interest to 80%, representing a controlling interest in Pilot for financial reporting purposes as of that date. Accordingly, we began consolidating Pilot’s financial statements in our Consolidated Financial Statements on February 1, 2023. Prior to that date, we accounted for our 38.6% interest in Pilot under the equity method.

Pilot operates travel centers and fuel-only retail locations across the U.S. and in five Canadian provinces, primarily under the names Pilot or Flying J, as well as large wholesale fuel and fuel marketing businesses in the U.S. Pilot also sells diesel fuel at other locations in the U.S. and Canada through various arrangements with third party travel centers and operates a water disposal business in the oil fields sector.

In applying the acquisition method of accounting, we remeasured our previously held 38.6% investment in Pilot to fair value as of the acquisition date. We recognized a one-time, non-cash remeasurement gain of approximately $3.0 billion in the first quarter of 2023, representing the excess of the fair value of that interest over the carrying value under the equity method.

In January 2024, we acquired the remaining noncontrolling interests in Pilot for $2.6 billion, increasing our ownership of Pilot to 100%. The acquisition of a noncontrolling interest represents an equity transaction and we recorded an increase of $517 million to capital in excess of par value for the excess of the carrying value of the noncontrolling interest acquired over the consideration paid, net of deferred income tax liabilities arising from the transaction.

A summary of the values of Pilot’s assets acquired, liabilities assumed and noncontrolling interests as of January 31, 2023 follows (in millions).

Assets acquired

 

 

 

Liabilities assumed and noncontrolling interests

 

Property, plant and equipment

$

8,015

 

 

Notes payable

$

5,876

 

Goodwill*

 

6,605

 

 

Other liabilities

 

4,918

 

Other intangible assets

 

6,853

 

 

Liabilities assumed

 

10,794

 

Other assets

 

7,047

 

 

Noncontrolling interests, predominantly redeemable

 

3,361

 

 

 

 

Liabilities assumed and noncontrolling interests

$

14,155

 

Assets acquired

$

28,520

 

 

Net assets

$

14,365

 

——————

* Goodwill from this acquisition is expected to be deductible for income tax purposes.

On October 19, 2022, Berkshire acquired all of the outstanding common stock of Alleghany Corporation (“Alleghany”) for $11.5 billion, which operates property and casualty insurance and reinsurance businesses. Acquired assets were $35.6 billion, including cash and investments of $19.7 billion and goodwill of $3.9 billion, which is not expected to be deductible for income tax purposes. Liabilities were $24.1 billion, including unpaid losses and loss adjustment expenses of $15.1 billion.

Certain unaudited pro forma revenue and consolidated earnings (loss) data for the year ended December 31, 2022 as if the Alleghany and Pilot acquisitions were completed on the same terms at the beginning of 2022 follows (in millions, except per share amounts).

 

2022

 

Revenues

$

383,115

 

Net earnings (loss) attributable to Berkshire shareholders

 

(23,947

)

Net earnings (loss) per equivalent Class A common share

 

(16,303

)

 

On September 30, 2024, Berkshire Hathaway Energy Company (“BHE”) repurchased 5.85% of its outstanding common stock held by certain noncontrolling BHE shareholders for $2.9 billion. We recorded the difference between the value of the consideration paid for the noncontrolling interests acquired and the carrying value in capital in excess of par value.

Additionally, in September and October 2024, Berkshire acquired the remaining 2.12% of BHE’s outstanding common stock held by noncontrolling shareholders in exchange for 2,291,631 shares of Berkshire Class B common stock valued at $1.045 billion. After these transactions, BHE became a wholly-owned subsidiary of Berkshire.

Notes to Consolidated Financial Statements

(2)
Significant business acquisitions and other transactions

On September 1, 2023, a BHE subsidiary acquired an additional 50% limited partner interest in Cove Point LNG, LP (“Cove Point”) for $3.3 billion, which increased our economic interest from 25% to 75%. Prior to the transaction, we also held 100% of the general partner interest and we consolidated Cove Point for financial reporting purposes. Accordingly, the interest acquired was an acquisition of a noncontrolling interest. We recorded a charge of $667 million in 2023 to our capital in excess of par for the excess of the consideration paid over the carrying value of the noncontrolling interest acquired and deferred income tax assets arising from the transaction.