Obligation Berkshire Hathaway Inc 4.25% ( US084664CR08 ) en USD

Berkshire Hathaway Inc

93.27 % ▲

Etats-unis

US084664CR08 ( en USD )

4.25% par an ( paiement semestriel )

14/01/2049

Prospectus brochure de l'obligation Berkshire Hathaway Inc US084664CR08 en USD 4.25%, échéance 14/01/2049

2 000 USD

2 000 000 000 USD

084664CR0

AA ( Haute qualité )

Aa2 ( Haute qualité )

15/07/2024 ( Dans 86 jours )

L'Obligation émise par Berkshire Hathaway Inc ( Etats-unis ) , en USD, avec le code ISIN US084664CR08, paye un coupon de 4.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2049

L'Obligation émise par Berkshire Hathaway Inc ( Etats-unis ) , en USD, avec le code ISIN US084664CR08, a été notée Aa2 ( Haute qualité ) par l'agence de notation Moody's.

L'Obligation émise par Berkshire Hathaway Inc ( Etats-unis ) , en USD, avec le code ISIN US084664CR08, a été notée AA ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
424B2 1 d717288d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-229396
Registration Statement No. 333-229396-01
Calculation of Registration Fee

Amount to be
Amount of
Title of each class of securities to be registered

registered

registration fee (1)
4.250% Senior Notes due 2049

$ 750,000,000

$ 90,900
Guarantee of Berkshire Hathaway Inc. of 4.250% Senior Notes due 2049 (2)

N/A

--
TOTAL

$ 750,000,000

$ 90,900

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
(2)
Pursuant to Rule 457(n), no separate fee for the guarantee is payable.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-229396
Registration Statement No. 333-229396-01

Prospectus Supplement to Prospectus dated January 28, 2019
$750,000,000
Berkshire Hathaway Finance Corporation
4.250% Senior Notes due 2049
Unconditionally and irrevocably guaranteed by
Berkshire Hathaway Inc.

We are offering $750,000,000 of our 4.250% Senior Notes due 2049 (the "new notes"). The new notes are being offered as add on securities under the indenture
pursuant to which we previously issued $1,250,000,000 in aggregate principal amount of 4.250% Senior Notes due 2049 (the "existing notes"). The existing notes were
issued on January 11, 2019. Unless the context otherwise requires, the term "the notes" refers to both the new notes and the existing notes. The new notes constitute a
further issuance of, and will be fungible with, the existing notes and form a single class of debt securities with the existing notes for all purposes under the indenture
governing the notes. Immediately after giving effect to the issuance of the new notes by this prospectus supplement, we will have $2,000,000,000 in aggregate principal
amount of the notes outstanding.
Interest on the new notes will accrue from January 11, 2019, the issuance date of the existing notes, and will be payable semi-annually in arrears on January 15
and July 15 of each year, commencing on July 15, 2019.
The notes will mature on January 15, 2049. All of Berkshire Hathaway Finance Corporation's obligations under the notes will be unconditionally and irrevocably
guaranteed by Berkshire Hathaway Inc.
We may redeem the notes, in whole or in part, at any time at the redemption prices as described under "Description of the Notes and Guarantees--Optional
Redemption."
The notes will be senior unsecured indebtedness of Berkshire Hathaway Finance Corporation and will rank equally with all of its other existing and future senior
unsecured indebtedness. The guarantees will be senior unsecured obligations of Berkshire Hathaway Inc. and will rank equally with all of its other existing and future
senior unsecured obligations.
The notes will not be listed on any securities exchange.

The risks involved in investing in our debt securities are described in the "Risk Factors" section on page S-6 of this
https://www.sec.gov/Archives/edgar/data/1067983/000119312519068295/d717288d424b2.htm[3/8/2019 2:22:29 PM]

424B2
prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Per New Note

Total

Initial public offering price (1)

100.513%
$753,847,500
Underwriting discount

0.650%
$
4,875,000
Proceeds, before expenses, to Berkshire Hathaway Finance
Corporation

99.863%
$748,972,500

(1)
Plus accrued interest on the new notes from and including January 11, 2019, to, but excluding, the settlement date, totaling approximately $5,666,667
(assuming the settlement date is March 15, 2019). Such accrued interest must be paid by the purchasers of new notes offered hereby.

The underwriters expect to deliver the new notes to purchasers through the book-entry delivery system of The Depository Trust Company and its participants,
including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about March 15, 2019.

Joint Book-Running Managers

BofA Merrill Lynch
Goldman Sachs & Co. LLC
J.P. Morgan

Wells Fargo Securities

Prospectus Supplement dated March 6, 2019
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Forward-Looking Information
S-i
About This Prospectus Supplement
S-i
Incorporation by Reference
S-ii
Summary
S-1
Risk Factors
S-6
Use of Proceeds
S-7
Description of the Notes and Guarantees
S-8
Certain United States Federal Income Tax Considerations
S-14
Underwriting
S-20
Legal Matters
S-25
Experts
S-25
Prospectus

Page
Forward-Looking Information

ii
https://www.sec.gov/Archives/edgar/data/1067983/000119312519068295/d717288d424b2.htm[3/8/2019 2:22:29 PM]

424B2
About This Prospectus

1
Where You Can Find More Information

1
Incorporation by Reference

2
Risk Factors

5
Use Of Proceeds

6
Description of the Debt Securities

7
Plan of Distribution

12
Legal Matters

13
Experts

13

You should read this prospectus supplement, the accompanying prospectus, and any related free writing prospectus we file with the Securities and
Exchange Commission (the "SEC") carefully before you invest in the
Table of Contents
notes. This document contains or incorporates by reference important information you should consider before making your investment decision. You
should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus, and any such free
writing prospectus. None of Berkshire Hathaway Finance Corporation ("BHFC"), Berkshire Hathaway Inc. ("Berkshire"), and the underwriters has
authorized anyone else to provide you with any different or additional information. You should not assume that the information contained in this prospectus
supplement, the accompanying prospectus (as updated by this prospectus supplement), or any such free writing prospectus is accurate as of any date other
than its respective date or the date that is specified in those documents, or that the information Berkshire previously filed with the SEC and incorporated by
reference in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date of the document incorporated by
reference or the date that is specified in such document. The business, financial condition, results of operations and prospects of Berkshire and BHFC may
have changed since those dates.
We are not, and the underwriters are not, making an offer of the notes in any jurisdiction where the offer or sale is not permitted. The distribution of
this prospectus supplement and the accompanying prospectus and the offering or sale of the notes in some jurisdictions may be restricted by law. The notes
are offered globally for sale in those jurisdictions in the United States, Europe, Asia and elsewhere where it is lawful to make such offers. Persons into
whose possession this prospectus supplement and the accompanying prospectus come are required by us and the underwriters to inform themselves about,
and to observe, any applicable restrictions. This prospectus supplement and the accompanying prospectus may not be used for or in connection with an
offer or solicitation by any person in any jurisdiction in which that offer or solicitation is not authorized or to any person to whom it is unlawful to make
that offer or solicitation. See "Underwriting--Offering Restrictions" in this prospectus supplement.
Table of Contents
FORWARD-LOOKING INFORMATION
Certain statements contained, or incorporated by reference, in this prospectus supplement are "forward-looking" statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that are predictive in nature, that depend upon or refer to
future events or conditions, that 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 actions by BHFC or Berkshire, which may be provided by management are also forward-looking statements as defined by the
Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on our current expectations and projections about future events and
are subject to risks, uncertainties and assumptions about BHFC and Berkshire, economic and market factors and the industries in which they do business,
among other things, that may cause actual events and results to differ materially from the forward-looking 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 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, continuing volatility in the capital or credit markets and other changes in the securities and capital markets,
https://www.sec.gov/Archives/edgar/data/1067983/000119312519068295/d717288d424b2.htm[3/8/2019 2:22:29 PM]

424B2
changes in market prices of Berkshire's investments in fixed maturity and equity securities, losses realized from derivative contracts, the occurrence of one
or more catastrophic events, such as an earthquake, hurricane, or act of terrorism that causes losses insured by Berkshire's insurance subsidiaries, changes
in laws or regulations affecting Berkshire's insurance, railroad, utilities and energy and finance subsidiaries, changes in tax laws (possibly with retroactive
effect), 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. You are advised to consult any additional disclosures Berkshire makes in its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and
Current Reports on Form 8-K filed with the SEC.
Forward-looking statements are not guarantees of future performance. Neither BHFC nor Berkshire undertakes any obligation to update or revise any
forward-looking statements to reflect events or developments after the date of this prospectus supplement, except as required by law.
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the terms of the offering of the notes and also adds to and
updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the
accompanying prospectus. The second part is the accompanying prospectus, which provides more general information. To the extent there is a conflict
between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or any
document incorporated herein and therein by reference, on the other hand, you should rely on the information contained in this prospectus supplement.
In this prospectus supplement, unless otherwise specified or the context otherwise implies, references to "dollars" and "$" are to U.S. dollars. Unless
we indicate otherwise or unless the context requires otherwise, all references in this prospectus supplement to "we," "us," "our," or similar references are
references to either Berkshire or BHFC or both. However, in the "Description of the Notes and Guarantees" and related summary sections of this
prospectus supplement, references to "we," "us," "our," or similar references are to BHFC only.
This prospectus supplement is based on information provided by us and by other sources that we believe are reliable. We cannot assure you that this
information is accurate or complete. This prospectus supplement summarizes certain documents and other information and we refer you to them for a more
complete understanding of what we discuss in this prospectus supplement.

S-i
Table of Contents
INCORPORATION BY REFERENCE
In this document BHFC and Berkshire "incorporate by reference" the information that Berkshire files with the SEC, which means that we can
disclose important information to you by referring you to another document. The information incorporated by reference is considered to be a part of this
prospectus from the date Berkshire files that document, and later information filed with the SEC will automatically update and supersede this information.
BHFC and Berkshire incorporate by reference the documents listed below and any future filings made by either of them with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of any offering of securities made by this prospectus (in each case, excluding any
information furnished to, rather than filed with, the SEC, including, but not limited to, information furnished under Items 2.02 or 7.01 of Form 8-K and any
corresponding information furnished with respect to such Items under Item 9.01 or as an exhibit):

· Berkshire's Annual Report on Form 10-K for the year ended December 31, 2018; and

· Berkshire's Current Report on Form 8-K filed on January 11, 2019.
We will provide to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon written or oral request and at
no cost to such person, a copy of any or all of the information that has been incorporated by reference in this prospectus but not delivered with this
prospectus. You may request a copy of such information by writing or telephoning Berkshire at:
Berkshire Hathaway Inc.
3555 Farnam Street
Omaha, Nebraska 68131
Attn: Corporate Secretary
Tel: (402) 346-1400

S-ii
Table of Contents
https://www.sec.gov/Archives/edgar/data/1067983/000119312519068295/d717288d424b2.htm[3/8/2019 2:22:29 PM]

424B2
SUMMARY
The following summary is qualified in its entirety by the more detailed information included elsewhere in or incorporated by reference into this
prospectus supplement or the accompanying prospectus. Because this is a summary, it does not contain all the information that may be important to
you. You should carefully read the entire prospectus supplement and the accompanying prospectus, together with documents incorporated by
reference, in their entirety before making an investment decision.
Berkshire Hathaway Inc.
Berkshire, a Delaware corporation, is a holding company owning subsidiaries that engage in a number of diverse business activities including
insurance and reinsurance, freight rail transportation, utilities and energy, finance, manufacturing, services and retailing. Included in the group of
subsidiaries that underwrite insurance and reinsurance is GEICO, the second largest private passenger auto insurer in the United States and two of the
largest reinsurers in the world, General Re and the Berkshire Hathaway Reinsurance Group. Other subsidiaries that underwrite insurance include
National Indemnity Company, Columbia Insurance Company, National Fire & Marine Insurance Company, National Liability and Fire Insurance
Company, Berkshire Hathaway Homestate Insurance Company, Cypress Insurance Company, Berkshire Hathaway Specialty Insurance Company,
Medical Protective Company, the Berkshire Hathaway GUARD Insurance Companies, Applied Underwriters, U.S. Liability Insurance Company,
Central States Indemnity Company, Berkshire Hathaway Life Insurance Company of Nebraska and MLMIC Insurance Company.
Burlington Northern Santa Fe, LLC ("BNSF") is a holding company that, through its subsidiaries, is engaged primarily in the freight rail
transportation business. BNSF's rail operations make up one of the largest railroad systems in North America. Berkshire Hathaway Energy Company
("BHE") is an international energy holding company owning a wide variety of operating companies engaged in the generation, transmission and
distribution of energy. Among BHE's operating energy businesses are Northern Powergrid; MidAmerican Energy Company; PacifiCorp; NV Energy;
BHE Pipeline Group; BHE Renewables; and AltaLink. In addition, BHE owns HomeServices of America, a real estate brokerage firm. McLane
Company is a wholesale distributor of groceries and nonfood items to discount retailers, convenience stores, restaurants and others. The Marmon
Group is a global industrial organization comprising 13 diverse business sectors and more than 100 autonomous manufacturing and service
businesses. The Lubrizol Corporation is a specialty chemical company that produces and supplies chemical products for transportation, industrial and
consumer markets. IMC International Metalworking Companies is an industry leader in the metal cutting tools business. Precision Castparts Corp.
("PCC") is a worldwide diversified manufacturer of complex metal components and products serving the aerospace, power and general industrial
markets.
Numerous business activities are conducted through Berkshire's other manufacturing, services and retailing subsidiaries. Clayton Homes offers
site built and prefabricated housing and provides consumer lending. Shaw Industries is the world's largest manufacturer of tufted broadloom carpet.
Benjamin Moore is a formulator, manufacturer and retailer of architectural and industrial coatings. Johns Manville is a leading manufacturer of
insulation and building products. Acme Building Brands is a manufacturer of face brick and concrete masonry products. MiTek produces steel
connector products and engineering software for the building components market. Fruit of the Loom, Russell Athletic, Vanity Fair, Garan,
Fechheimer, H.H. Brown Shoe Group, and Brooks manufacture, license and distribute apparel and footwear under a variety of brand names.
FlightSafety International provides training to aircraft operators. NetJets provides fractional ownership programs for general aviation aircraft.
Nebraska Furniture Mart, R.C. Willey Home Furnishings, Star Furniture and Jordan's Furniture are retailers of home furnishings. Borsheims, Helzberg
Diamond Shops and Ben Bridge Jeweler are retailers of fine jewelry.

S-1
Table of Contents
In addition, other manufacturing, service and retail businesses include: Buffalo News and the BH Media Group, publishers of daily and Sunday
newspapers; See's Candies, a manufacturer and seller of boxed chocolates and other confectionery products; Scott Fetzer, a diversified manufacturer
and distributor of commercial and industrial products; Larson-Juhl, a designer, manufacturer and distributor of picture framing products; CTB
International, a manufacturer of equipment for the livestock and agricultural industries; International Dairy Queen, a licensor and service provider to
over 6,900 stores that offer prepared dairy treats and food; Pampered Chef, a direct seller of kitchen tools in the United States; Forest River, a
manufacturer of leisure vehicles in the United States; Business Wire, a global distributor of corporate news, multimedia and regulatory filings; TTI,
Inc., a distributor of electronic components; XTRA, a leading provider of over-the-road trailers for rent or lease; CORT, a leading provider of rental
furniture for home and office; Richline Group, a jewelry manufacturer; Oriental Trading Company, a direct retailer of party supplies and novelties;
Charter Brokerage, a global trade services company; Berkshire Hathaway Automotive, which includes 82 automobile dealerships located in 10 states;
Detlev Louis Motorrad, a retailer of motorcycle accessories based in Germany; and Duracell, a leading manufacturer of high-performance alkaline
batteries.
https://www.sec.gov/Archives/edgar/data/1067983/000119312519068295/d717288d424b2.htm[3/8/2019 2:22:29 PM]

424B2
Operating decisions for the various Berkshire businesses are made by managers of the business units. Investment decisions and all other capital
allocation decisions are made for Berkshire and its subsidiaries by the Berkshire senior management team which is led by Warren E. Buffett, in
consultation with Charles T. Munger. Mr. Buffett is Chairman and Mr. Munger is Vice Chairman of Berkshire's Board of Directors. The Berkshire
businesses collectively employ approximately 389,000 people.
Berkshire's executive offices are located at 3555 Farnam Street, Omaha, Nebraska 68131, and its telephone number is (402) 346-1400.
Berkshire Hathaway Finance Corporation
BHFC is a Delaware corporation that was created by Berkshire on August 4, 2003. Assets of BHFC consist of term loans to Vanderbilt
Mortgage and Finance, Inc. ("Vanderbilt") and 21st Mortgage Corporation ("21st Mortgage"), indirect wholly owned subsidiaries of Clayton Homes,
Inc. and indirect wholly owned subsidiaries of Berkshire. BHFC also provides financing to the tank car and crane leasing business of Berkshire's
indirect wholly owned subsidiary, UTLX Company. BHFC currently charges Vanderbilt, 21st Mortgage and UTLX interest at a rate which is either 50
or 100 basis points higher than it pays on its related debt obligations.

S-2
Table of Contents
The Offering

Issuer
Berkshire Hathaway Finance Corporation, a wholly owned finance subsidiary of Berkshire
Hathaway Inc.

Guarantor
Berkshire Hathaway Inc.

Securities Offered
$750,000,000 aggregate principal amount of 4.250% Senior Notes due 2049.

The new notes are being offered as add on securities under the indenture pursuant to which
we previously issued $1,250,000,000 in aggregate principal amount of the existing notes.
The existing notes were issued on January 11, 2019. The new notes constitute a further
issuance of, and will be fungible with, the existing notes and form a single class of debt

securities with the existing notes for all purposes under the indenture governing the notes.
Immediately after giving effect to the issuance of the new notes by this prospectus
supplement, we will have $2,000,000,000 in aggregate principal amount of the notes
outstanding.

Offering Price
100.513%.

Maturity Date
January 15, 2049.

Interest
Interest on the new notes will accrue from January 11, 2019, the issuance date of the existing
notes, and will be payable semi-annually in arrears on January 15 and July 15 of each year,
commencing on July 15, 2019.

Guarantee
All of BHFC's obligations under the notes will be unconditionally and irrevocably
guaranteed by Berkshire.

Ranking
The notes will be unsecured senior obligations of BHFC, will rank pari passu in right of
payment with all of BHFC's unsubordinated, unsecured indebtedness and will be senior in
right of payment to all of its subordinated indebtedness. As of December 31, 2018, BHFC
had no secured indebtedness and $10.6 billion of indebtedness.

The guarantees will be unsecured senior obligations of Berkshire, will rank pari passu with
all of its unsubordinated, unsecured indebtedness and senior to all of its subordinated
indebtedness, and will be effectively subordinated to all of its existing and future secured
https://www.sec.gov/Archives/edgar/data/1067983/000119312519068295/d717288d424b2.htm[3/8/2019 2:22:29 PM]

424B2

indebtedness to the extent of the assets securing such indebtedness and structurally
subordinated to all existing and future indebtedness of its subsidiaries (secured or
unsecured). As of December 31, 2018, Berkshire had no secured indebtedness and
$16.9 billion of indebtedness, and its subsidiaries had $80.6 billion of indebtedness.

Optional Redemption
We will have the option to redeem the notes, in whole or in part, at any time prior to the Par
Call Date at a redemption price equal to the

S-3
Table of Contents
greater of (A) 100% of the principal amount of such notes to be redeemed or (B) as
determined by the quotation agent and as described herein under "Description of the Notes
and Guarantees--Optional Redemption," the sum of the present values of the remaining
scheduled payments of principal and interest on such notes to be redeemed that would be due
if the notes matured on the Par Call Date, not including any portion of such payments of
interest accrued as of the date on which such notes are to be redeemed, discounted to the date
on which such notes are to be redeemed on a semi-annual basis assuming a 360-day year

consisting of twelve 30-day months, at the adjusted treasury rate described herein under
"Description of the Notes and Guarantees--Optional Redemption" plus 25 basis points, plus
accrued and unpaid interest to, but excluding, the date on which the notes are to be redeemed.
At any time on or after the Par Call Date, we may redeem the notes, in whole or in part, at a
redemption price equal to 100% of the principal amount of the notes to be redeemed plus
accrued and unpaid interest to the date of redemption on the principal amount of the notes
being redeemed.

Repayment
The notes will not be repayable at the option of the holder prior to maturity.

Sinking Fund
The notes are not subject to a sinking fund provision.

Form and Denomination
The Depository Trust Company ("DTC") will act as securities depositary for the notes,
which will be issued only as fully registered global securities registered in the name of DTC
or its nominee for credit to an account of a direct or indirect participant in DTC, except in
certain circumstances. One or more fully registered global notes will be issued to DTC for
the notes. The notes will be issued in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof.

Further Issues
The aggregate principal amount of the notes outstanding following the issuance of the new
notes on the issue date will be $2,000,000,000. We may issue additional notes from time to
time after this offering without the consent of holders of notes.

Use of Proceeds
We expect to use the net proceeds of this offering to refinance, in whole or in part, (i) our
1.700% Senior Notes due 2019 ($1,250 million aggregate principal amount) and (ii) our
Floating Rate Senior Notes due 2019 ($500 million aggregate principal amount), each due to
mature on March 15, 2019 (together, the "2019 Notes").

Trustee
The Bank of New York Mellon Trust Company, N.A.

Governing Law
New York

S-4
https://www.sec.gov/Archives/edgar/data/1067983/000119312519068295/d717288d424b2.htm[3/8/2019 2:22:29 PM]

424B2
Table of Contents
Risk Factors
You should carefully consider the specific factors set forth under "Risk Factors" on page S-6
of this prospectus supplement as well as the information and data included elsewhere or
incorporated by reference in this prospectus supplement or the accompanying prospectus,
before making an investment decision.

Qualified Reopening
For U.S. federal income tax purposes, we intend to treat the new notes as issued pursuant to
a "qualified reopening" of the existing notes. If the issuance of the new notes is so treated,
then the new notes will be deemed to have the same issue date and issue price as the existing
notes. See "Certain United States Federal Income Tax Considerations--Qualified
Reopening" in this prospectus supplement.

S-5
Table of Contents
RISK FACTORS
An investment in our securities involves some degree of risk. Prior to making a decision about investing in our securities, you should carefully
consider the risks described in the section entitled "Risk Factors" in any prospectus supplement and the risks described in Berkshire's most recent Annual
Report on Form 10-K filed with the SEC, in each case as these risk factors are amended or supplemented by subsequent Quarterly Reports on Form 10-Q.
The occurrence of any of these risks could materially adversely affect our business, operating results and financial condition.
The risks and uncertainties we describe are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we
currently deem immaterial may also impair our business or operations. Any adverse effect on our business, financial condition or operating results could
result in a decline in the value of our securities and the loss of all or part of your investment.
An Active Trading Market for the Notes May Not Be Maintained.
Any trading of any of the notes, including the new notes, may be at a discount from their initial offering price, depending on prevailing interest rates,
the market for similar securities, our performance and other factors. In addition, we do not know whether an active trading market will be maintained for
the notes. To the extent that an active trading market is not maintained for the notes, the liquidity and trading prices for the notes may be harmed.
The existing notes are not listed on any securities exchange or quoted on any quotation system. We do not intend to apply for the new notes to be
listed on any securities exchange or to arrange for the notes to be quoted on any quotation system. The underwriters have advised us that they currently
intend to continue to make a market in the notes. However, they are not obligated to do so, and may discontinue any market making with respect to the
notes at any time, for any reason or for no reason, without notice. If the underwriters cease to act as a market maker for the notes, we cannot assure you
another firm or person will make a market in the notes.
The liquidity of any market for the notes will depend upon the number of holders of the notes, our results of operations and financial condition, the
market for similar securities, the interest of securities dealers in making a market in the notes and other factors. An active or liquid trading market for the
notes may not be maintained. We cannot assure you that you will be able to sell your notes at favorable prices or at all.
Deterioration of general economic conditions may significantly reduce our operating earnings and impair our ability to access capital
markets at a reasonable cost.
Our operating businesses are subject to normal economic cycles affecting the economy in general or the industries in which they operate. To the
extent that the economy deteriorates for a prolonged period of time, including as a result of tariffs or trade disputes, one or more of our significant
operations could be materially harmed. In addition, our utilities and energy businesses and our railroad business regularly utilize debt as a component of
their capital structures. These businesses depend on having access to borrowed funds through the capital markets at reasonable rates. To the extent that
access to the capital markets is restricted or the cost of funding increases, these operations could be adversely affected.

S-6
Table of Contents
https://www.sec.gov/Archives/edgar/data/1067983/000119312519068295/d717288d424b2.htm[3/8/2019 2:22:29 PM]

424B2
USE OF PROCEEDS
We expect to use the net proceeds of this offering to refinance, in whole or in part, (i) our 1.700% Senior Notes due 2019 ($1,250 million aggregate
principal amount) and (ii) our Floating Rate Senior Notes due 2019 ($500 million aggregate principal amount), each due to mature on March 15, 2019.

S-7
Table of Contents
DESCRIPTION OF THE NOTES AND GUARANTEES
The following description of certain material terms of the notes and the guarantees does not purport to be complete. As used herein, and unless the
context otherwise requires, the term "the notes" refers to both the new notes and the existing notes.
This description of the notes and guarantees is intended to be an overview of the material provisions of the notes and the guarantees and is intended
to supplement, and to the extent of any inconsistency replace, the description of the general terms and provisions of the debt securities set forth in the
accompanying prospectus, to which we refer you. The notes and the guarantees will be issued under an indenture, dated as of January 26, 2016 (the
"indenture"), among Berkshire, BHFC and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the "trustee").
Since this description of the notes and guarantees is only a summary, we urge you to read the indenture (including definitions of terms used therein) and the
forms of notes and guarantees because they, and not this description, define your rights as a beneficial owner of the notes. You may request copies of these
documents from us at our address set forth above under "Summary--Berkshire Hathaway Finance Corporation." The indenture and the forms of the notes,
including the guarantees to be endorsed thereon, are included or incorporated by reference as an exhibit to the registration statement of which this
prospectus supplement forms a part.
General
The new notes constitute a further issuance of, and will be fungible with, the existing notes and form a single class of debt securities with the
existing notes for all purposes under the indenture governing the notes. The new notes will also be designated by the same CUSIP number as our existing
notes. Upon the issuance of the new notes, the outstanding aggregate principal amount of the notes will be $2,000,000,000.
We may at any time, without notice to or consent of the holders of the notes, issue additional notes of the same series as the series of notes offered
hereby. Any such additional notes will have the same ranking, interest rate, maturity date and other terms as the notes offered hereby, except for possible
variations permitted under the indenture. Any such additional notes, together with the new notes and the existing notes, will constitute a single series of
notes under the indenture.
Unless earlier redeemed, the entire principal amount of the notes will mature and become due and payable, together with any accrued and unpaid
interest thereon, on January 15, 2049. The notes will have the benefit of an unconditional and irrevocable guarantee from Berkshire.
The notes will be evidenced by one or more global notes deposited with a custodian for and registered in the name of a nominee of DTC. Except as
described herein, beneficial interests in the global notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC
and its direct and indirect participants. See "--Book-Entry Delivery and Form."
You will not have the right to cause us to repurchase the notes in whole or in part at any time before they mature. The notes are not subject to a
sinking fund provision.
Interest
The notes will accrue interest at a rate of 4.250% per annum. The new notes will accrue interest on their stated principal amount from January 11,
2019, the issuance date of the existing notes, or from the most recent date to which interest has been paid or duly provided for. Accrued and unpaid interest
on the notes will be payable semi-annually in arrears on January 15 and July 15 of each year, which we refer to as "interest payment dates," commencing
on July 15, 2019.
Interest on the notes will be paid to the person in whose name a note is registered at the close of business on the January 1 and July 1 (whether or not
a business day), which we refer to as "record dates," immediately preceding the relevant interest payment date.

S-8
Table of Contents
https://www.sec.gov/Archives/edgar/data/1067983/000119312519068295/d717288d424b2.htm[3/8/2019 2:22:29 PM]

424B2
The amount of interest payable on the notes for any full semi-annual interest period will be computed on the basis of a 360-day year of twelve 30-
day months. The amount of interest payable for any period shorter than a full semi-annual interest period for which interest is computed will be computed
on the basis of 30-day months and, for periods of less than a month, the actual number of days elapsed per 30-day month. If any date on which interest is
payable on the notes is not a business day, then payment of the interest payable on such date will be made on the next succeeding day that is a business day
(and without any interest or other payment in respect of any such delay) with the same force and effect as if made on such interest payment date. For
purposes of this prospectus supplement, a "business day" means any day, other than a Saturday or Sunday, that is not a day on which banking institutions in
the Borough of Manhattan, The City of New York are authorized or required by law, regulation or executive order to close.
Guarantee of Notes
Berkshire will unconditionally and irrevocably guarantee the payment of all of BHFC's obligations under the notes offered hereby pursuant to a
guarantee to be endorsed on the notes offered hereby, the form of which is included in the indenture, which is filed as an exhibit to the registration
statement of which this prospectus forms a part. If we default in the payment of the principal of, or premium, if any, or interest on, such notes when and as
the same shall become due, whether upon maturity, acceleration, or otherwise, without the necessity of action by the trustee or any holder of such notes,
Berkshire shall be required promptly and fully to make such payment.
Ranking
The notes will be our senior unsecured obligations and will rank pari passu in right of payment with all of our unsubordinated, unsecured
indebtedness and will be senior in right of payment to all of our subordinated indebtedness. As of December 31, 2018, BHFC had no secured indebtedness
and $10.6 billion of indebtedness.
The guarantees will be senior unsecured obligations of Berkshire, will rank pari passu with all of Berkshire's unsubordinated, unsecured indebtedness
and senior to all of Berkshire's subordinated indebtedness, and will be effectively subordinated to all of Berkshire's existing and future secured
indebtedness to the extent of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness of Berkshire's
subsidiaries (secured or unsecured). As of December 31, 2018, Berkshire had no secured indebtedness and $16.9 billion of indebtedness, and its
subsidiaries had $80.6 billion of indebtedness.
Optional Redemption
We will have the option to redeem the notes in whole or in part, at any time prior to the Par Call Date, at a redemption price equal to the greater of
(A) 100% of the principal amount of the notes to be redeemed or (B) as determined by the quotation agent described below, the sum of the present values
of the remaining scheduled payments of principal and interest on the notes to be redeemed that would be due if the notes matured on the Par Call Date, not
including any portion of such payments of interest accrued as of the date on which the notes are to be redeemed, discounted to the date on which the notes
are to be redeemed on a semi-annual basis assuming a 360-day year consisting of twelve 30-day months, at the adjusted treasury rate described below plus
25 basis points, plus accrued and unpaid interest on the notes to be redeemed to, but excluding, the date on which such notes are to be redeemed.
At any time on or after the Par Call Date, we may redeem the notes, in whole or in part, at a redemption price equal to 100% of the principal amount
of the notes to be redeemed plus accrued and unpaid interest to the date of redemption on the principal amount of the notes being redeemed.
We will utilize the following procedures to calculate the adjusted treasury rate described in the previous paragraph. We will appoint Goldman
Sachs & Co. LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC or their respective
successors, and one or more

S-9
Table of Contents
other primary U.S. Government securities dealers in New York City as reference dealers, and we will appoint Merrill Lynch, Pierce, Fenner & Smith
Incorporated or its successor to act as our quotation agent. If any of the foregoing or their respective successors are no longer a primary U.S. Government
securities dealer in New York City, we will substitute another primary U.S. Government securities dealer in New York City in its place as a reference
dealer.
The quotation agent will select a United States Treasury security which has a maturity comparable to the remaining maturity of the notes to be
redeemed (assuming, for this purpose, that the notes mature on the Par Call Date) which would be used in accordance with customary financial practice to
price new issues of corporate debt securities with a maturity comparable to the remaining maturity of such notes (assuming, for this purpose, that the notes
mature on the Par Call Date). The reference dealers will provide us with the bid and asked prices for that comparable United States Treasury security as of
5:00 p.m. (New York City time) on the third business day before the redemption date. We will calculate the average of the bid and asked prices provided
by each reference dealer, eliminate the highest and the lowest reference dealer quotations and then calculate the average of the remaining reference dealer
quotations. However, if we obtain fewer than three reference dealer quotations, we will calculate the average of all the reference dealer quotations and not
eliminate any quotations. We call this average quotation the comparable treasury price. The adjusted treasury rate with respect to the notes to be redeemed
https://www.sec.gov/Archives/edgar/data/1067983/000119312519068295/d717288d424b2.htm[3/8/2019 2:22:29 PM]

Document Outline

#1">
- #1">