BERKSHIRE HATHAWAY INC.
and Subsidiaries
CONSOLIDATED BALANCE SHEETS

(dollars in millions except per share amounts)

 December 31, 1998 1997 ASSETS Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . \$ 13,582 \$ 1,002 Investments: Securities with fixed maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,246 10,298 Equity securities and other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39,761 36,248 Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,224 1,711 Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 767 639 Assets of finance and financial products businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,989 1,249 Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,491 1,057 Goodwill of acquired businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,446 3,067 Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,731 840 \$122,237 \$56,111 ===== ==== LIABILITIES AND SHAREHOLDERS' EQUITY Losses and loss adjustment expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . \$23,012 \$ 6,850 Unearned premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,324 1,274 Accounts payable, accruals and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,182 2,202 Income taxes, principally deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,762 10,539 Borrowings under investment agreements and other debt . . . . . . . . . . . . . . . . . . . . . . . . . . 2,385 2,267 Liabilities of finance and financial products businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,525 1,067 63,190 24,199 Minority shareholders' interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,644 457 Shareholders' equity: Common Stock:* Class A Common Stock, \$5 par value and Class B Common Stock, \$0.1667 par value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 7 Capital in excess of par value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,121 2,347 Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,510 18,198 Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,764 10,934 57,403 31,486 Less: Cost of Class A common shares in treasury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . --- 31 Total shareholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57,403 31,455 \$122,237 \$56,111 ===== ==== * 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 1,518,548 shares outstanding at December 31, 1998 versus 1,234,127 outstanding at December 31, 1997.

See accompanying Notes to Consolidated Financial Statements

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

 Year Ended December 31, 1998 1997 1996 Revenues: Insurance premiums earned . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. \$ 5,481 \$ 4,761 \$ 4,118 Sales and service revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,675 3,615 3,095 Interest, dividend and other investment income . . . . . . . . . . . . . . 1,049 916 778 Income from finance and financial products businesses . . . . . . . . . 212 32 25 Realized investment gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,415 1,106 2,484 13,832 10,430 10,500 Cost and expenses: Insurance losses and loss adjustment expenses . . . . . . . . . . . . . . . . . 4,040 3,420 3,089 Insurance underwriting expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 1,184 880 798 Cost of products and services sold . . . . . . . . . . . . . . . . . . . . . . . . . 3,018 2,187 1,884 Selling, general and administrative expenses . . . . . . . . . . . . . . . . . 1,056 921 862 Goodwill amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111 83 61 Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109 112 100 9,518 7,603 6,794 Earnings before income taxes and minority interest . . . . . . . . . . 4,314 2,827 3,706 Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,457 898 1,197 Minority interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 28 20 Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . \$ 2,830 \$ 1,901 \$ 2,489 ===== ===== ===== Average common shares outstanding * . . . . . . . . . . . . . . . . . . . . . 1,251,363 1,233,192 1,205,257 Net earnings per common share * . . . . . . . . . . . . . . . . . . . . . . . \$ 2,262 \$ 1,542 \$ 2,065 ===== ===== ===== * 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 \$75 per share for 1998, \$51 per share for 1997 and \$69 per share for 1996.

See accompanying Notes to Consolidated Financial Statements

BERKSHIRE HATHAWAY INC.
and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in millions)

 Year Ended December 31, 1998 1997 1996 Cash flows from operating activities: Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . \$2,830 \$1,901 \$2,489 Adjustments to reconcile net earnings to cash flows from operating activities: Realized investment gain . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,415) (1,106) (2,484) Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . 265 227 151 Changes in assets and liabilities before effects from business acquisitions: Losses and loss adjustment expenses . . . . . . . . . . . . . . . . . . . 347 576 352 Deferred charges re reinsurance assumed . . . . . . . . . . . . . . (80) (142) 52 Unearned premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 179 90 (9) Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (56) (120) (127) Accounts payable, accruals and other liabilities . . . . . . . . . 4 547 558 Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (329) 383 222 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (88) (21) 56 Net cash flows from operating activities 657 2,335 1,260 Cash flows from investing activities: Purchases of securities with fixed maturities . . . . . . . . . . . . . . . . (2,697) (6,837) (2,465) Purchases of equity securities and other investments . . . . . . . . . . (1,865) (714) (1,423) Proceeds from sales of securities with fixed maturities . . . . . . . . 6,339 3,397 277 Proceeds from redemptions and maturities of securities with fixed maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,132 779 792 Proceeds from sales of equity securities and other investments . . 4,868 2,016 1,531 Loans and investments originated in finance businesses . . . . . . . . (1,028) (491) (577) Principal collection on loans and investments originated in finance businesses . . . . . . . . . . . . . . . . . . . . . . . . . 295 276 351 Acquisitions of businesses, net of cash acquired . . . . . . . . . . . . . . 4,971 (775) (1,975) Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (302) (182) (19) Net cash flows from investing activities . . . . . . . . . . . . . . . . . . . 12,713 (2,531) (3,508) Cash flows from financing activities: Proceeds from borrowings of finance businesses . . . . . . . . . . . . . 120 157 285 Proceeds from other borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . 1,339 1,074 1,604 Repayments of borrowings of finance businesses . . . . . . . . . . . . . (83) (214) (427) Repayments of other borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . (1,318) (1,112) (1,170) Net proceeds from issuance of Class B Common Stock . . . . . . . . -- -- 565 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 (1) (3) Net cash flows from financing activities . . . . . . . . . . . . . . . . . 61 (96) 854 Increase (decrease) in cash and cash equivalents . . . . . . . . . . 13,431 (292) (1,394) Cash and cash equivalents at beginning of year . . . . . . . . . . . . . . . 1,058 1,350 2,744 Cash and cash equivalents at end of year * \$14,489 \$1,058 \$1,350 * Cash and cash equivalents at end of year are comprised of the following: ===== ===== ===== Finance and financial products businesses . . . . . . . . . \$ 907 \$ 56 \$ 10 Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,582 1,002 1,340 \$14,489 \$ 1,058 \$ 1,350 ==== ==== ====

See accompanying Notes to Consolidated Financial Statements

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 Class A Treasury Stock Retained Earnings Accumulated Other Comprehensive Income Comprehensive Income Balance December 31, 1995. . . . . . . \$ 7 \$ 1,002 \$ (35) \$ 6,544 \$ 9,221 Common stock issued in connection with acquisitions of businesses . . . -- 707 4 -- -- Issuance of Class B Stock . . . . . . . . . . -- 565 -- -- -- Net earnings . . . . . . . . . . . . . . . . . . . . . -- -- -- 2,489 -- \$ 2,489 Other comprehensive income items: Unrealized appreciation of investments -- -- -- -- 7,088 7,088 Reclassification adjustment for appreciation included in net earnings . . -- -- -- -- (2,484) (2,484) Income taxes and minority interests . . . -- -- -- -- (1,681) (1,681) Other comprehensive income . . . . . . . . -- -- -- -- -- 2,923 Total comprehensive income . . . . . . . . _____ _____ _____ _____ _____ \$ 5,412 Balance December 31, 1996. . . . . . . \$ 7 \$ 2,274 \$ (31) \$ 9,033 \$12,144 ==== Common stock issued in connection with acquisitions of businesses . . . -- 73 -- -- -- Net earnings . . . . . . . . . . . . . . . . . . . . . -- -- -- 1,901 -- 1,901 Other comprehensive income items: Unrealized appreciation of investments -- -- -- -- 10,574 10,574 Reclassification adjustment for appreciation included in net earnings . . -- -- -- -- (1,106) (1,106) Income taxes and minority interests . . . -- -- -- -- (3,414) (3,414) Other comprehensive income . . . . . . . . -- -- -- -- -- 6,054 Total comprehensive income . . . . . . . . _____ _____ _____ _____ _____ \$ 7,955 Balance December 31, 1997 . . . . . . . \$ 7 \$ 2,347 \$ (31) \$10,934 \$18,198 ===== Common stock issued in connection with acquisitions of businesses . . . 1 22,803 2 -- -- Retirement of treasury stock . . . . . . . . . -- (29) 29 -- -- Net earnings . . . . . . . . . . . . . . . . . . . . . -- -- -- 2,830 -- 2,830 Other comprehensive income items: Unrealized appreciation of investments -- -- -- -- 3,011 3,011 Reclassification adjustment for appreciation included in net earnings . . -- -- -- -- (2,415) (2,415) Income taxes and minority interests . . . -- -- -- -- (284) (284) Other comprehensive income . . . . . . . . -- -- -- -- -- 312 Total comprehensive income . . . . . . . . _____ _____ _____ _____ _____ \$ 3,142 Balance December 31, 1998. . . . . . . \$ 8 \$25,121 \$ -- \$13,764 \$18,510 ===== ===== ===== ===== ===== =====

See accompanying Notes to Consolidated Financial Statements

BERKSHIRE HATHAWAY INC.
and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998

(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 15. The accompanying consolidated financial statements include the accounts of Berkshire consolidated with accounts of all its subsidiaries. Intercompany accounts and transactions have been eliminated. As more fully described in Note 2, on December 21, 1998, Berkshire consummated a merger with General Re Corporation ("General Re"). The balance sheet of General Re is consolidated with the balance sheets of Berkshire and its other subsidiaries as of December 31, 1998. However, General Re's results of operations are only included in the Consolidated Statement of Earnings for the ten day period ended December 31, 1998.

(b)   Use of estimates in preparation of financial statements
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. Actual results may differ from the estimates and assumptions used in preparing the consolidated financial statements.

(c)   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.

(d)   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 classified as available-for-sale. Available-for-sale securities are stated at fair value with unrealized gains or losses, net of tax, 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 limited partnerships and commodities which are carried at fair value in the accompanying balance sheets. Investments in limited partnerships are classified as available-for-sale. The realized and unrealized gains and losses associated with commodities are included in the Consolidated Statements of Earnings as a component of realized investment gain.

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 over forty years. The Company periodically reviews the recoverability of the carrying value of goodwill of acquired businesses using the methodology prescribed by SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of."

Insurance premiums for prospective insurance and 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. Consideration received for retroactive reinsurance policies, including structured settlements, is recognized as premiums earned at the inception of the contracts. Premiums earned are stated net of amounts ceded to reinsurers. Earned premiums ceded were \$93 million in 1998, \$86 million in 1997 and \$79 million in 1996.

Certain costs of acquiring insurance premiums are deferred, subject to ultimate recoverability, and charged to income as the premiums are earned. The recoverability of premium acquisition costs of direct insurance businesses is determined without regard to investment income. The recoverability of premium acquisition costs from reinsurance assumed businesses, generally, reflects anticipation of investment income. The unamortized balances of deferred premium acquisition costs are included in other assets and were \$666 million and \$127 million at December 31, 1998 and 1997, respectively.

(h)   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 amounts arising from certain reinsurance assumed businesses are discounted. Estimated ultimate payment amounts are based upon (i) individual case estimates, (ii) estimates of incurred-but-not reported losses, based upon past experience and (iii) reports of losses from ceding insurers.

The estimated liabilities of certain workers' compensation claims assumed under reinsurance contracts and liabilities assumed under structured settlement reinsurance contracts are carried in the Consolidated Balance Sheets at discounted amounts. Discounted amounts pertaining to reinsurance of certain 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. The periodic accretion of discounts is included in the Consolidated Statements of Earnings as a component of losses and loss adjustment expenses incurred.

(j)   Deferred charges re reinsurance assumed
The excess of estimated liabilities for claims and claim costs payable by the Insurance Group 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. The unamortized balance of deferred charges is included in other assets and was \$560 million at December 31, 1998 and \$480 million at December 31, 1997.

(k)   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 that will be ultimately 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 and totaled \$2,167 million and \$274 million at December 31, 1998 and 1997, respectively.

(m)   Accounting pronouncements to be adopted subsequent to December 31, 1998
During 1998, the Financial Accounting Standards Board ("FASB") and the Accounting Standards Executive Committee ("AcSEC") issued the following new accounting standards that become effective after December 31, 1998:

(i) The FASB issued Statement of Financial Accounting Standard No. 133 "Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133"). SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments imbedded in other contracts, and hedging activities. SFAS No. 133 is effective for fiscal years beginning after June 15, 1999. Berkshire expects to adopt SFAS No. 133 as of the beginning of 2000.

(ii) AcSEC issued Statement of Position ("SOP") No. 98-1 "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use". SOP No. 98-1 provides guidance on the recognition and measurement of costs incurred in connection with the acquisition or development of computer software used in the business activities of a company. This SOP is effective for fiscal years beginning after December 15, 1998 and will be adopted by Berkshire as of the beginning of 1999.

(iii) AcSEC issued Statement of Position ("SOP") No. 98-7 "Deposit Accounting: Accounting for Insurance and Reinsurance Contracts That Do Not Transfer Insurance Risk". SOP No. 98-7 provides guidance on accounting and disclosure for insurance and reinsurance contracts that do not transfer insurance risk. This SOP is effective for fiscal years beginning after June 15, 1999. Berkshire expects to adopt this pronouncement as of the beginning of 2000.

The Company does not believe that adoption of these new accounting principles will have a material effect on the Company's financial position or the results of operations.

During 1998, Berkshire consummated three business acquisitions -- International Dairy Queen, Inc. ("Dairy Queen"), effective January 7, 1998; Executive Jet, Inc. ("Executive Jet"), effective August 7, 1998; and General Re Corporation ("General Re"), effective December 21, 1998. Additional information regarding these acquisitions is provided below.

On January 7, 1998, the merger of Dairy Queen with and into a wholly owned subsidiary of Berkshire was completed. Shareholders of Dairy Queen received merger consideration of approximately \$590 million, consisting of \$265 million in cash and the remainder in Class A and Class B Common Stock.

Dairy Queen develops, licenses and services a system of approximately 5,900 Dairy Queen stores located throughout the United States, Canada, and other foreign countries, which feature hamburgers, hot dogs, various dairy desserts and beverages. Dairy Queen also develops, licenses and services other stores and shops operating under the names of Orange Julius and Karmelkorn, which feature blended fruit drinks, popcorn and other snacks.

On July 23, 1998, Berkshire signed a merger agreement with Executive Jet and on August 7, 1998, the merger was consummated. Under the terms of the Executive Jet agreement, shareholders of Executive Jet received total consideration of approximately \$700 million, consisting of \$350 million in cash and the remainder in Class A and Class B Common Stock.

Executive Jet is the world's leading provider of fractional ownership programs for general aviation aircraft. Executive Jet currently operates its NetJets® fractional ownership programs in the United States and Europe. In addition, Executive Jet is pursuing other international activities. The fractional ownership concept was first introduced in 1986. Since then the NetJets program has grown to include nine aircraft types with plans to introduce several more models in the next two years.

On June 19, 1998, Berkshire signed a merger agreement with General Re. The merger was approved by Berkshire shareholders on September 16, 1998 and by General Re shareholders on September 18, 1998. During the fourth quarter of 1998, all necessary regulatory approvals and tax rulings were received and on December 21, 1998, the merger was completed.

Under the terms of the merger agreement, General Re shareholders received at their election either 0.0035 shares of Berkshire Class A Common Stock or 0.105 shares of Berkshire Class B Common Stock for each share of General Re common stock they owned. Berkshire issued approximately 272,200 Class A equivalent shares in exchange for the General Re shares outstanding as of December 21, 1998. The total consideration for the transaction, based upon the closing prices of Berkshire Class A Common Stock for the 10-day period ending June 26, 1998, was approximately \$22 billion.

General Re is a holding company for global reinsurance and related risk management operations. It owns General Reinsurance Corporation and National Reinsurance Corporation, the largest professional property and casualty reinsurance group domiciled in the United States. General Re also owns a controlling interest in Kölnische Rückversicherungs-Gesellschaft AG (Cologne Re), a major international reinsurer. Together, General Re and Cologne Re transact reinsurance business as "General & Cologne Re".

In addition, General Re writes excess and surplus lines insurance through General Star Management Company, provides alternative risk solutions through Genesis Underwriting Management Company, provides reinsurance brokerage services through Herbert Clough, Inc., manages aviation insurance risks through United States Aviation Underwriters, Inc., and acts as a business development consultant and reinsurance intermediary through Ardent Risk Services, Inc. General Re also operates as a dealer in the swap and derivatives market through General Re Financial Products Corporation, and provides specialized investment services to the insurance industry through General Re-New England Asset Management, Inc.

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 aggregate goodwill associated with the three acquisitions discussed above was \$15.5 billion, including \$14.5 billion associated with the General Re merger.

The results of operations for each of these entities are included in Berkshire's consolidated results of operations from the dates of each merger. The following table sets forth certain consolidated earnings data for the years ended December 31, 1998 and 1997, as if the Dairy Queen, Executive Jet and General Re acquisitions had been consummated on the same terms at the beginning of 1997. Dollars in millions except per share amounts.

 1998 1997 Insurance premiums earned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . \$11,395 \$11,369 Sales and service revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,267 4,719 Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,174 19,422 Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,764 2,438 Earnings per equivalent Class A Common Share . . . . . . . . . . . . . . . . . . . . 3,137 1,607

In 1996, Berkshire consummated mergers with GEICO Corporation ("GEICO") and FlightSafety International, Inc. ("FlightSafety"). Additional information concerning each merger is provided below.

On January 2, 1996, GEICO became a wholly-owned subsidiary of Berkshire. GEICO, through its subsidiaries, is a multiple line property and casualty insurer, the principal business of which is underwriting private passenger automobile insurance. Pursuant to the GEICO merger agreement, each issued and outstanding common share of GEICO, except shares held by Berkshire subsidiaries and GEICO, was converted into the right to receive \$70 per share, or an aggregate amount of \$2.3 billion. As of the merger date, subsidiaries of Berkshire owned 34,250,000 common shares of GEICO, which were acquired prior to 1981 at an aggregate cost of \$45.7 million. Up to the merger date, neither Berkshire nor its subsidiaries had acquired any shares of GEICO common stock since 1980. However, Berkshire's ownership percentage, due to intervening stock repurchases by GEICO, gradually increased from about 33% in 1980 to almost 51% immediately prior to the merger date.

On December 23, 1996, FlightSafety became a wholly-owned subsidiary of Berkshire. FlightSafety provides high technology training to operators of aircraft and ships throughout the world. Pursuant to the FlightSafety merger agreement aggregate consideration of approximately \$1.5 billion was paid to FlightSafety shareholders consisting of \$769 million in cash and the remainder in Class A and Class B Common Stock.

(3)   Investments in securities with fixed maturities

The amortized cost and estimated fair values of investments in securities with fixed maturities as of December 31, 1998 and 1997 are as follows (in millions):

 December 31, 1998 Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value Bonds: U.S. Treasury securities and obligations of U.S. government corporations and agencies. . \$2,518 \$10 -- \$2,528 Obligations of states, municipalities and political subdivisions. . . . . . . . . . . . . . . . 9,574 73 -- 9,647 Obligations of foreign governments . . . . . . . . . 2,864 -- -- 2,864 Corporate bonds . . . . . . . . . . . . . . . . . . . . . . 4,609 -- -- 4,609 Redeemable preferred stocks . . . . . . . . . . . . . . 359 3 (7) 355 Mortgage-backed securities . . . . . . . . . . . . . . . 1,235 8 -- 1,243 \$21,159 \$   94 \$   (7) \$21,246 ====== ==== ==== ====== December 31, 1997 Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value Bonds: U.S. Treasury securities and obligations of U.S. government corporations and agencies. . \$5,890 \$ 601 \$   (1) \$6,490 Obligations of states, municipalities and political subdivisions. . . . . . . . . . . . . . . . 2,151 58 -- 2,209 Corporate bonds . . . . . . . . . . . . . . . . . . . . . . 35 -- -- 35 Redeemable preferred stocks . . . . . . . . . . . . . . 764 516 -- 1,280 Mortgage-backed securities . . . . . . . . . . . . . . . 273 11 -- 284 \$9,113 \$1,186 \$   (1) \$10,298 ===== ===== ==== ======

Amounts above exclude securities with fixed maturities held by finance businesses. See Note 6.

Shown below are the amortized cost and estimated fair values of securities with fixed maturities at December 31, 1998, 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.

 Estimated Amortized Fair Cost Value Due in one year or less. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . \$   2,190 \$   2,188 Due after one year through five years . . . . . . . . . . . . . . . . . . . . . . 5,194 5,232 Due after five years through ten years. . . . . . . . . . . . . . . . . . . . . . 6,295 6,335 Due after ten years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,245 6,248 19,924 20,003 Mortgage-backed securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,235 1,243 \$21,159 \$21,246 ====== ======

(4)   Investments in equity securities and other investments

Data with respect to the consolidated investment in equity securities and other investments are shown below. Amounts are in millions.

 December 31, 1998 Unrealized Fair Cost Gains(Losses) Value Common stock of: American Express Company * . . . . . . . . . . . . . . \$ 1,470 \$ 3,710 \$ 5,180 The Coca-Cola Company. . . . . . . . . . . . . . . . . . 1,299 12,101 13,400 The Gillette Company . . . . . . . . . . . . . . . . . . . . . 600 3,990 4,590 Other equity securities. . . . . . . . . . . . . . . . . . . . . . 5,889 9,062 14,951 Other investments. . . . . . . . . . . . . . . . . . . . . . . . . 1,736 (96) 1,640 \$10,994 \$28,767 \$39,761 ====== ====== ====== December 31, 1997 Unrealized Fair Cost Gains Value Common stock of: American Express Company * . . . . . . . . . . . . . . \$1,393 \$ 3,021 \$ 4,414 The Coca-Cola Company. . . . . . . . . . . . . . . . . . 1,299 12,039 13,338 The Gillette Company . . . . . . . . . . . . . . . . . . . . . 600 4,221 4,821 Other equity securities. . . . . . . . . . . . . . . . . . . . . . 5,725 7,950 13,675 \$9,017 \$27,231 \$36,248 ===== ====== ======

* 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, 1998. 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 Harvey Golub 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.

(5)   Realized investment gains (losses)

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

 1998 1997 1996 Equity securities and other investments -- Gross realized gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . \$2,087 \$   739 * \$2,379 ** Gross realized losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . (272) (23) (36) Securities with fixed maturities -- Gross realized gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 602 396 144 Gross realized losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2) (6) (3) \$2,415 \$1,106 \$2,484 ===== ===== =====

* In November 1997, the merger of Salomon Inc ("Salomon") with and into a subsidiary of Travelers Group Inc. ("Travelers") was completed. Berkshire subsidiaries received common and preferred stock of Travelers in exchange for common and preferred shares of Salomon then owned. The value of the Travelers shares received was approximately \$1.8 billion. Realized investment gains for 1997 include \$678 million with respect to the transaction. The gain is net of a charge of \$298 million for the contingent value associated with Berkshire's Exchange Notes. See Note 9 for additional information regarding the Exchange Notes.

** In March 1996, The Walt Disney Company ("Disney") completed its acquisition of Capital Cities/ABC, Inc. ("Capital Cities"). Subsidiaries of Berkshire received aggregate consideration of \$2.5 billion, which included cash of \$1.2 billion and common shares of Disney with a value of \$1.3 billion. Gross realized gains from sales of equity securities include a gain of \$2.2 billion relating to Disney's acquisition of Capital Cities.

(6)   Finance and financial products businesses

Assets and liabilities of Berkshire's finance and financial products businesses are summarized below (in millions). Amounts as of December 31, 1998 include the financial products business of General Re, which merged with Berkshire on December 21, 1998. See Note 2.

 1998 1997 Assets Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . \$     907 \$     56 Investment in securities with fixed maturities: Held to maturity, at cost (fair value \$1,366 in 1998; \$1,082 in 1997) . . 1,227 971 Trading, at fair value (cost \$5,279) . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,219 -- Available for sale, at fair value (cost \$745) . . . . . . . . . . . . . . . . . . . . . 743 -- Trading account assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,234 -- Securities purchased under agreements to resell. . . . . . . . . . . . . . . . . . . 1,083 -- Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,576 222 \$16,989 \$1,249 ====== ===== Liabilities Annuity reserves and policyholder liabilities . . . . . . . . . . . . . . . . . . . . . . \$   816 \$   697 Securities sold under agreements to repurchase . . . . . . . . . . . . . . . . . . . 4,065 -- Securities sold but not yet purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,181 -- Trading account liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,834 -- Notes payable and other borrowings* . . . . . . . . . . . . . . . . . . . . . . . . . . 1,503 326 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,126 44 \$15,525 \$1,067 ====== =====

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

 1999 2000 2001 2002 2003 \$341 \$2 \$112 \$268 \$466

Berkshire's finance and financial products businesses consist primarily of the financial products businesses of General Re, the finance business of Scott Fetzer Financial Group and a life insurance subsidiary in the business of selling annuities. General Re's financial products businesses consist of General Re Financial Products ("GRFP") group and a collection of other businesses that provide investment, insurance, reinsurance and real estate management and brokerage services. Significant accounting policies and disclosures for these businesses are as follows:

Investment securities (principally fixed maturity and equity investments) that are acquired for purposes 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 from trading activities are included in income from finance and financial products businesses. 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.

GRFP 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 Statement of Earnings.

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.

A summary of notional amounts of derivative contracts at December 31, 1998 is included in the table below. For these transactions, the notional amount represents the principal volume, which is referenced by the counterparties in computing payments to be exchanged, and are not indicative of the Company's exposure to market or credit risk, future cash requirements or receipts from such transactions.

 December 31, 1998 (in millions) Interest rate and currency swap agreements . . . . . . . . . . . . . . . . . . . . . . \$514,935 Options written . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88,245 Options purchased. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90,826 Financial futures contracts: Commitments to purchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,041 Commitments to sell. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,872 Forward - rate agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,579 Foreign exchange spot and forward contracts. . . . . . . . . . . . . . . . . . . . . 14,794

The table below discloses the net fair value or carrying amount at the reporting date for each class of derivative financial contract held or issued by GRFP.

 December 31, 1998 Asset Liability (in millions) Interest rate and foreign currency swaps . . . . . . . . . . . . . . . . . . . . . . . \$25,963 \$25,445 Interest rate and foreign currency options . . . . . . . . . . . . . . . . . . . . . . 4,338 4,439 Gross fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,301 29,884 Adjustment for counterparty netting . . . . . . . . . . . . . . . . . . . . . . . . . . (24,067) (24,067) Net fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,234 5,817 Security receivables/payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 17 Trading account assets/liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . \$   6,234 \$   5,834 ====== ======

These derivative financial instruments involve, to varying degrees, elements of market, credit, and legal risks. Market risk is the possibility that future changes in market conditions may make the derivative financial instrument less valuable. 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. Legal risk arises from the uncertainty of the enforceability of the obligations of another party, including contractual provisions intended to reduce credit exposure by providing for the offsetting or netting of mutual obligations.

With respect to Berkshire's life insurance business, 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. Periodic accretions of the discounted liabilities are charged against income from finance and financial products businesses.

Investments in securities with fixed maturities held by Berkshire's life insurance business are classified as held-to-maturity. Investments classified as held-to-maturity are carried at amortized cost reflecting the company's ability and intent to hold such investments to maturity. Such items consist predominantly of mortgage loans and collateralized mortgage obligations.

(7)   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:

 1998 1997 1996 Unpaid losses and loss adjustment expenses: Balance at beginning of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . \$6,850 \$6,274 \$5,924 Less ceded liabilities and deferred charges . . . . . . . . . . . . . . . . . 754 586 645 Net balance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,096 5,688 5,279 Incurred losses recorded: Current accident year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,235 3,551 3,179 All prior accident years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (195) (131) (90) Total incurred losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,040 3,420 3,089 Payments with respect to: Current accident year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,919 1,602 1,485 All prior accident years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,834 1,410 1,195 Total payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,753 3,012 2,680 Unpaid losses and loss adjustment expenses: Net balance at end of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,383 6,096 5,688 Ceded liabilities and deferred charges. . . . . . . . . . . . . . . . . . . . . 2,727 754 586 Net liabilities assumed in connection with General Re Merger . . . 13,902 -- -- Balance at end of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . \$23,012 \$6,850 \$6,274 ====== ===== =====

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. This amount includes amortization of deferred charges re reinsurance and accretion of discounted liabilities. See Note 1 for additional information regarding these items. 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 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 judgement 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.

The Company continuously evaluates its liabilities and related reinsurance recoverable for environmental and latent injury claims and claim expenses, which arise from exposures in the U.S., as well as internationally. Environmental and latent injury exposures do not lend themselves to traditional methods of loss development determination and therefore reserves estimates related to these exposures may be considerably less reliable than for other lines of business (e.g., automobile). The effect of joint and several liability claims severity and a provision for inflation have been included in the loss development estimate. The Company has also established a liability for litigation costs associated with coverage disputes arising out of direct insurance policies.

The gross liabilities for environmental and latent injury claims and claim expenses and the related reinsurance recoverable were \$2,329 million and \$416 million, respectively, at December 31, 1998. The liabilities recorded for environmental and latent injury claims and claim expenses are management's best estimate of future ultimate claim and claim expense payments and recoveries and are expected to develop over the next several decades.

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.

(8)   Income taxes

The liability for income taxes as reflected in the accompanying Consolidated Balance Sheets is as follows (in millions):

 Dec. 31, Dec. 31, 1998 1997 Payable currently. . . . . . . . . . . . . . . . . . . . . . . . . \$ 1,006 \$     139 Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,756 10,400 \$11,762 \$10,539 ====== ======

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

 1998 1997 1996 Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . \$1,421 \$865 \$1,170 State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 32 26 Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 1 1 \$1,457 \$898 \$1,197 ===== ===== ===== Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . \$1,643 \$692 \$ 819 Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (186) 206 378 \$1,457 \$898 \$1,197 ===== ==== =====

The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities at December 31, 1998 and 1997, are shown below (in millions):

 1998 1997 Deferred tax liabilities: Relating to unrealized appreciation of investments \$10,149 \$ 9,940 Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,615 1,168 11,764 11,108 Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . (1,008) (708) Net deferred tax liability. . . . . . . . . . . . . . . . . . . . . . \$10,756 \$10,400 ====== ======

Charges for income taxes are reconciled to hypothetical amounts computed at the federal statutory rate in the table shown below (in millions):

 1998 1997 1996 Earnings before income taxes . . . . . . . . . . . . . . . . . . . . . . \$4,314 \$2,827 \$3,706 Hypothetical amounts applicable to above ===== ===== ===== computed at the federal statutory rate . . . . . . . . . . . . . . . \$1,510 \$   989 \$1,297 Decreases, resulting from: Tax-exempt interest income . . . . . . . . . . . . . . . . . . . . . . (30) (36) (42) Dividends received deduction. . . . . . . . . . . . . . . . . . . . . (78) (104) (90) Goodwill amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 29 22 State income taxes, less federal income tax benefit. . . . . . . 20 21 17 Other differences, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4) (1) (7) Total income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . \$1,457 \$   898 \$1,197 ===== ===== =====

(9)   Borrowings under investment agreements and other debt

Liabilities reflected for this balance sheet caption are as follows (in millions):

 Dec. 31, Dec. 31, 1998 1997 Borrowings under investment agreements . . . . . . . . . . . . . . . . . . . . . . . . . . \$   724 \$   816 1% Senior Exchangeable Notes Due 2001 ("Exchange Notes"). . . . . . . . . . 469 806 Other debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,192 645 \$2,385 \$2,267 ===== =====

Under certain terms and conditions, each \$1,000 principal amount Exchange Note then outstanding is exchangeable at the option of the holder into 29.92 shares of Citigroup common stock. Beginning on December 2, 1999, under certain conditions, the Exchange Notes are exchangeable into 29.92 shares of Citigroup common stock at the option of the Company. Upon such exchange, Berkshire may elect to redeem the Exchange Notes for the equivalent cash value of the underlying Citigroup common stock. In all other circumstances, Berkshire will pay the principal amount at maturity. The Exchange Notes are carried at accreted value plus an additional amount (the "contingent value") representing the excess of the value of the underlying Citigroup common stock over the accreted value of the Notes. The contingent value component of the aggregate carrying value of the Exchange Notes was \$ 171 million at December 31, 1998 and \$343 million at year end 1997. During 1998, approximately \$185 million par amount of Exchange Notes were converted by holders into Citigroup common shares.

Borrowings under investment agreements are made pursuant to contracts calling for interest payable, normally semiannually, at fixed rates ranging from 3% to 9% per annum. 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):

 1999 2000 2001 2002 2003 \$297 \$30 \$505 \$49 \$93

(10)   Dividend restrictions - Insurance subsidiaries

Payments of dividends by Insurance Group members are restricted by insurance statutes and regulations. Without prior regulatory approval in 1999, Berkshire can receive up to approximately \$4 billion as dividends from insurance subsidiaries.

Combined shareholders' equity of U.S. based insurance subsidiaries determined pursuant to statutory accounting rules (Statutory Surplus as Regards Policyholders) was approximately \$45 billion at December 31, 1998. This amount differs from the corresponding amount determined on the basis of GAAP. The major differences between statutory basis accounting and GAAP are that deferred income tax assets and liabilities, deferred charges re reinsurance assumed, and unrealized gains and losses on investments in securities with fixed maturities are recognized under GAAP but not for statutory reporting purposes. In addition, the GAAP amount includes goodwill of acquired businesses.

(11)   Common stock

Changes in issued and outstanding common stock of the Company during the three years ended December 31, 1998, are shown in the table below.

 Class B Common
 \$0.1667 Par Value
 Class A Common, \$5 Par Value (55,000,000 shares
 (1,650,000 shares authorized*) authorized*)
 Shares Treasury Shares Shares Issued and Issued Shares Outstanding Outstanding Balance December 31, 1995 . . . . . . . . . 1,381,308 187,796 1,193,512 -- Issuance of Class B common stock . . . . -- -- -- 517,500 Common stock issued in connection with acquisition of business . . . . . . . . . -- (17,728) 17,728 112,655 Conversions of Class A common stock to Class B common stock . . . . . . . . . . (5,120) __--___ (5,120) 153,600 Balance December 31, 1996 . . . . . . . . . 1,376,188 170,068 1,206,120 783,755 Common stock issued in connection with acquisition of business . . . . . . . . . -- (1,866) 1,866 165 Conversions of Class A common stock to Class B common stock and other . . . (10,098) __--___ (10,098) 303,236 Balance December 31, 1997 . . . . . . . . . 1,366,090 168,202 1,197,888 1,087,156 Common stock issued in connection with acquisitions of businesses . . . . . . 168,670 (9,709) 178,379 3,174,677 Conversions of Class A common stock to Class B common stock and other . . . (26,732) -- (26,732) 808,546 Retirement of treasury shares . . . . . . . . (158,493) (158,493) ___--____ ___--____ Balance December 31, 1998 . . . . . . . . . 1,349,535 -- 1,349,535 5,070,379 ======= ======= ======= =======

* Prior to the General Re merger the number of authorized Class A and Class B Common Shares was 1,500,000 and 50,000,000 respectively.

On May 6, 1996, Berkshire shareholders approved a recapitalization plan which created a new class of common stock, designated as Class B Common Stock. In connection therewith, Berkshire's then existing common stock was redesignated as Class A Common Stock. 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.

In connection with the General Re merger, all Class A and Class B Common Stock of the Company outstanding immediately prior to the effective date of the merger were canceled and replaced with new Class A and Class B common shares and all Class A treasury shares were canceled and retired. See Note 2 for information regarding the General Re merger.

(12)   Fair values of financial instruments

SFAS No. 107, "Disclosures about Fair Value of Financial Instruments" requires certain fair value disclosures. Fair value disclosures are required for most investment securities as well as other contractual assets and liabilities. Certain financial instruments, including insurance contracts, are excluded from SFAS 107 disclosure requirements due to perceived difficulties in measuring fair value. Accordingly, an estimation of fair value was not made with respect to unpaid losses and loss adjustment expenses.

In determining fair value, the Company used quoted market prices when available. For instruments where quoted market prices were not available, the Company used independent pricing services or appraisals by the Company's management. Those services and appraisals reflected the estimated present values utilizing current risk adjusted market rates of similar instruments.

Considerable judgement 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 the Company could realize 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.

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. The estimated fair values of the Company's other financial instruments as of December 31, 1998 and 1997, are as follows (in millions):

 Carrying Value Estimated Fair Value 1998 1997 1998 1997 Investments in securities with fixed maturities . . . . . . . . . \$21,246 \$10,298 \$21,246 \$10,298 Investments in equity securities and other investments . . 39,761 36,248 39,761 36,248 Assets of finance and financial products businesses . . . . 16,989 1,249 17,129 1,367 Borrowings under investment agreements and other debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,385 2,267 2,475 2,262 Liabilities of finance and financial products businesses . . 15,525 1,067 15,698 1,149

(13)   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.

 1st 2nd 3rd 4th 1998 Quarter Quarter Quarter Quarter Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . \$3,325 \$3,936 \$2,909 \$3,662 Earnings: Excluding realized investment gain . . . . . . . . . . . . . . . . \$   252 \$   312 \$   264 \$   449 Realized investment gain * . . . . . . . . . . . . . . . . . . . . . . 470 864 101 118 Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . \$   722 \$1,176 \$   365 \$   567 ===== ===== ===== ===== Earnings per equivalent Class A common share: Excluding realized investment gain . . . . . . . . . . . . . . . . \$   203 \$   251 \$   212 \$   352 Realized investment gain * . . . . . . . . . . . . . . . . . . . . . . 379 696 81 92 Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . \$   582 \$   947 \$   293 \$   444 ===== ===== ===== =====
 1st 2nd 3rd 4th 1997 Quarter Quarter Quarter Quarter Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . \$2,075 \$2,338 \$2,373 \$3,644 Earnings: Excluding realized investment gain . . . . . . . . . . . . . . . . \$ 263 \$ 255 \$248 \$432 Realized investment gain * . . . . . . . . . . . . . . . . . . . . . . 21 23 119 540 Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . \$   284 \$   278 \$   367 \$   972 ===== ===== ===== ===== Earnings per equivalent Class A common share: Excluding realized investment gain * . . . . . . . . . . . . . . . \$   214 \$   207 \$   201 \$   350 Realized investment gain . . . . . . . . . . . . . . . . . . . . . . . . 17 19 96 438 Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . \$   231 \$   226 \$   297 \$   788 ===== ===== ===== =====

* The amount of realized gain for any given period has not predictive value and variations in amount from period to period have no practical analytical value particulary in view of the unrealized appreciation now existing in Berkshire's consolidated investment portfolio.

(14)   Supplemental cash flow information

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

 1998 1997 1996 Cash paid during the year for: Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . \$ 1,703 \$ 498 \$ 965 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132 123 129 Non-cash investing and financing activities: Liabilities assumed in connection with acquisitions of businesses . . . . 36,064 25 4,172 Common shares issued in connection with acquisitions of businesses 22,795 73 710 Fair value of investments acquired as part of exchanges and conversions -- 1,837 1,618 Contingent value of Exchange Notes recognized in earnings . . . . . . . . 54 298 -- Value of equity securities used to redeem Exchange Notes . . . . . . . . . 344 -- --

Berkshire adopted SFAS No. 131 "Disclosures about Segments of an Enterprise and Related Information" as of December 31, 1998. SFAS No. 131 requires certain disclosures about operating segments in a manner that is consistent with how management evaluates the performance of the segment. Information related to Berkshire's reportable operating segments is shown below. Prior years' presentations are restated to conform to current year presentations.

Berkshire identified the following eleven business segments for purposes of 1998 reporting pursuant to SFAS No. 131.

 Business Identity Business Activity GEICO Corporation Underwriting private passenger automobile insurance mainly by direct response methods Berkshire Hathaway Reinsurance Group Underwriting excess-of-loss and quota-share reinsurance for property and casualty insurers and reinsurers Berkshire Hathaway Direct Insurance Group Underwriting multiple lines of property and casualty insurance policies for primarily commercial accounts Buffalo News Publication of a daily and Sunday newspaper in Western New York FlightSafety and Executive Jet ("Flight Services") Training to operators of aircraft and ships and providing fractional ownership programs for general aviation aircraft Nebraska Furniture Mart, R.C. Willey Home Furnishings and Star Furniture Company ("Home Furnishings") Retail sales of home furnishings, appliances and electronics International Dairy Queen Licensing and servicing a system of approximately 5,900 Dairy Queen stores Helzberg's Diamond Shops and Borsheim's ("Jewelry") Retailing of fine jewelry Scott Fetzer Companies Diversified manufacturing and distribution of various consumer and commercial products with principal brand names including Kirby and Campbell Hausfeld See's Candies Manufacture and distribution of boxed chocolates and other confectionery products H.H. Brown Shoe Company, Lowell Shoe, Inc. and Dexter Shoe Company ("Shoe Group") Manufacture and distribution of footwear

The segments identified above do not include the reinsurance business of General Re Corporation, which was acquired by Berkshire on December 21, 1998. Beginning in 1999, General Re's reinsurance business will be included as a reportable segment. For further information regarding the acquisition, see Note 2.

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.

 Revenues 1998 1997 1996 Operating Segments: GEICO Corporation * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . \$4,033 \$3,482 \$3,092 Berkshire Hathaway Reinsurance Group * . . . . . . . . . . . . . . 939 967 758 Berkshire Hathaway Direct Insurance Group * . . . . . . . . . . . 328 312 268 Buffalo News . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 157 156 154 Flight services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 858 411 8 Home furnishings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 793 667 587 International Dairy Queen . . . . . . . . . . . . . . . . . . . . . . . . . . 420 -- -- Jewelry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 440 398 392 Scott Fetzer Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,002 961 938 See's Candies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 288 269 249 Shoe group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500 542 560 9,758 8,165 7,006 Reconciliation of segment amounts to consolidated amount: Other sales and service revenues . . . . . . . . . . . . . . . . . . . . 398 211 205 Interest, dividend and other investment income . . . . . . . . . . 1,055 925 794 Income from finance and financial products businesses . . . . 212 32 25 Realized investment gain . . . . . . . . . . . . . . . . . . . . . . . . . . 2,502 1,112 2,485 Purchase-accounting-adjustments . . . . . . . . . . . . . . . . . . . . (93) (15) (15) \$13,832 \$10,430 \$10,500 ====== ===== ======

 Operating Profit before Taxes
 1998 1997 1996 Operating Segments
 GEICO Corporation * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . \$269 \$281 \$171 Berkshire Hathaway Reinsurance Group * . . . . . . . . . . . . . . (21) 128 (8) Berkshire Hathaway Direct Insurance Group * . . . . . . . . . . . 17 52 59 Buffalo News . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 56 50 Flight services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 181 140 3 Home furnishings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72 57 44 International Dairy Queen . . . . . . . . . . . . . . . . . . . . . . . . . . 58 -- -- Jewelry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 32 28 Scott Fetzer Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . 137 119 122 See's Candies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62 59 52 Shoe group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 49 61 900 973 582
 Reconciliation of segment amounts to consolidated amounts: Interest, dividend and other investment income . . . . . . . . . . 1,046 919 780 Income from finance and financial products businesses . . . . 212 32 25 Realized investment gain . . . . . . . . . . . . . . . . . . . . . . . . . . 2,502 1,112 2,485 Interest expense ** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (100) (107) (94) Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (36) 3 4 Goodwill amortization and other purchase-accounting- adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (210) (105) (76) \$4,314 \$2,827 \$3,706 ===== ===== =====

* Represents underwriting profit (loss)

** Amounts of interest expense represent those for borrowings under investment agreements and other debt exclusive of that of finance businesses and interest allocated to certain identified segments.

 Deprec. & amort. Capital expenditures * of tangible assets 1998 1997 1996 1998 1997 1996 GEICO Corporation . . . . . . . . . . . . . . . . \$ 101 \$ 27 \$ 11 \$ 27 \$ 26 \$ 25 Berkshire Hathaway Reinsurance Group . . . -- -- -- -- -- -- Berkshire Hathaway Direct Insurance Group 1 1 1 1 1 1 Buffalo News . . . . . . . . . . . . . . . . . . . . . . . 2 3 1 2 3 3 Flight services . . . . . . . . . . . . . . . . . . . . . . . 213 119 -- 58 55 -- Home furnishings . . . . . . . . . . . . . . . . . . . . 21 43 22 13 10 10 International Dairy Queen . . . . . . . . . . . . . . 10 -- -- 7 -- -- Jewelry . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 9 16 10 10 9 Scott Fetzer Companies . . . . . . . . . . . . . . . . 10 6 11 11 11 12 See's Candies . . . . . . . . . . . . . . . . . . . . . . . 15 20 5 5 5 4 Shoe group . . . . . . . . . . . . . . . . . . . . . . . . . 9 11 13 13 12 12 394 239 80 147 133 76 Reconciliation of segment amounts to consolidated amount: Corporate and other . . . . . . . . . . . . . . . . 5 3 2 4 3 4 Purchase-accounting-adjustments . . . . . . . -- -- -- 8 8 8 \$ 399 \$ 242 \$   82 \$ 159 \$ 144 \$   88 ==== ==== ==== ==== ==== ====

* Excludes expenditures which were part of business acquisitions.

 Identifiable assets at year-end 1998 1997 1996 GEICO Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . \$ 8,663 \$ 7,683 \$ 6,437 Berkshire Hathaway Reinsurance Group . . . . . . . . . . . . . . . 36,611 34,781 24,458 Berkshire Hathaway Direct Insurance Group . . . . . . . . . . . . 5,564 5,902 4,061 Buffalo News . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 28 27 Flight services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,345 792 733 Home furnishings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 489 457 342 International Dairy Queen . . . . . . . . . . . . . . . . . . . . . . . . . 199 -- -- Jewelry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 234 219 267 Scott Fetzer Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . 242 256 240 See's Candies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 65 50 Shoe group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 336 353 334 53,791 50,536 36,949 Reconciliation of segment amounts to consolidated amount: Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,682 * 2,450 3,283 Goodwill and other purchase-accounting-adjustments . . . . 18,764 3,125 3,177 \$122,237 \$56,111 \$43,409 ======= ====== ======

* Includes the assets of General Re's reinsurance business which will be included as a reportable segment in 1999.