Obligation Berkshire Hathaway Inc. 1.3% ( US084664BW02 ) en USD

Berkshire Hathaway Inc.

100 % ⇌

Etas-Unis

US084664BW02 ( en USD )

1.3% par an ( paiement semestriel )

15/05/2018 - Obligation échue

Prospectus brochure de l'obligation Berkshire Hathaway US084664BW02 en USD 1.3%, échue

2 000 USD

500 000 000 USD

084664BW0

NR

NR

Berkshire Hathaway est une société holding américaine dirigée par Warren Buffett, connue pour ses investissements à long terme dans des entreprises diversifiées et son approche de la valeur.

L'Obligation émise par Berkshire Hathaway Inc. ( Etas-Unis ) , en USD, avec le code ISIN US084664BW02, paye un coupon de 1.3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/05/2018

L'Obligation émise par Berkshire Hathaway Inc. ( Etas-Unis ) , en USD, avec le code ISIN US084664BW02, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Berkshire Hathaway Inc. ( Etas-Unis ) , en USD, avec le code ISIN US084664BW02, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

424B2
http://www.sec.gov/Archives/edgar/data/1067983/000119312513211460...
424B2 1 d531851d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-186257
Registration Statement No. 333-186257-01
Calculation of Registration Fee

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

registered

registration fee (1)
1.300% Senior Notes due 2018

$500,000,000

$68,200
4.300% Senior Notes due 2043

$500,000,000

$68,200
Guarantee of Berkshire Hathaway Inc. of 1.300% Senior Notes due 2018 and 4.300% Senior Notes due 2043 (2)

N/A

--
TOTAL

$1,000,000,000

$136,400

(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.
1 of 42
5/10/2013 8:52 AM

424B2
http://www.sec.gov/Archives/edgar/data/1067983/000119312513211460...
Table of Contents
Prospectus Supplement to Prospectus dated January 28, 2013
$1,000,000,000
Berkshire Hathaway Finance Corporation
$500,000,000 1.300% Senior Notes due 2018
$500,000,000 4.300% Senior Notes due 2043
Unconditionally and irrevocably guaranteed by
Berkshire Hathaway Inc.

We are offering (i) $500,000,000 of our 1.300% Senior Notes due 2018 and (ii) $500,000,000 of our 4.300% Senior Notes due 2043.
Interest on the notes will accrue from the date of original issuance, expected to be May 15, 2013 and will be payable semi-annually in arrears on May 15 and
November 15, commencing on November 15, 2013.
The 1.300% Senior Notes due 2018 will mature on May 15, 2018 and the 4.300% Senior Notes due 2043 will mature on May 15, 2043. 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 Guarantee--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 guarantee will be a senior unsecured obligation 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. Currently, there is no public market for the notes.

The risks involved in investing in our debt securities are described in the "Risk Factors" section on page S-6 of this 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 1.300%
Per 4.300%
Senior Note
Senior Note

due 2018

due 2043

Total

Initial public offering price(1)

99.942%

99.183%

$995,625,000
Underwriting discount

0.325%

0.750%

$ 5,375,000
Proceeds, before expenses, to Berkshire Hathaway Finance Corporation

99.617%

98.433%

$990,250,000
(1) Plus accrued interest from May 15, 2013 until the date of delivery.

The underwriters expect to deliver the 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 May 15, 2013.
Joint Book-Running Managers

BofA Merrill Lynch

Goldman, Sachs & Co.

Wells Fargo Securities

Prospectus Supplement dated May 8, 2013
2 of 42
5/10/2013 8:52 AM

424B2
http://www.sec.gov/Archives/edgar/data/1067983/000119312513211460...
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Forward-Looking Information

S-i

About This Prospectus Supplement

S-i

Summary

S-1
Risk Factors

S-6
Use of Proceeds

S-7
Description of the Notes and Guarantee

S-8
Material United States Federal Income and Estate Tax Considerations

S-14
Underwriting (Conflicts of Interest)

S-18
Legal Matters

S-22
Experts

S-22
Prospectus

Page
Forward-Looking Information

i

About This Prospectus

1

Where You Can Find More Information

1

Incorporation by Reference

2

Risk Factors

4

Use Of Proceeds

5

Description of the Debt Securities

6

Plan of Distribution

11

Legal Matters

12

Experts

12

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 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 their respective dates, 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. The business, financial condition, results of
operations and prospects of Berkshire and BHFC may have changed since those dates.
3 of 42
5/10/2013 8:52 AM

424B2
http://www.sec.gov/Archives/edgar/data/1067983/000119312513211460...
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 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. These statements are not guarantees of future performance
and neither BHFC nor Berkshire has any specific intention to update these statements.
Actual events and results may differ materially from those expressed or forecasted in forward-looking statements due to a number of factors. The principal
important risk factors that could cause Berkshire's actual performance and future events and actions to differ materially from such forward-looking statements, include,
but are not limited to, continuing volatility in the capital or credit markets and other changes in the securities and capital markets, 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, changes in federal income tax
laws, and changes in general economic and market factors that affect the prices of securities or the industries in which Berkshire and its affiliates do business.
Unless required by law, neither BHFC nor Berkshire undertakes any obligation to publicly update or revise any forward-looking statements to reflect events or
developments after the date of this prospectus supplement.
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.
The information in this prospectus supplement is not complete and may be changed. You should rely only on the information provided in or incorporated by
reference in this prospectus supplement, the accompanying prospectus, or documents to which BHFC and Berkshire otherwise refer you. Neither BHFC nor Berkshire is
making an offer of these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus
supplement and the accompanying prospectus, as well as information Berkshire has filed or will file with the SEC and incorporated by reference in this prospectus
supplement and accompanying prospectus, is accurate as of the date of the applicable document or other date referred to in that document. The business, financial
condition, and results of operations of BHFC and Berkshire may have changed since that date.

S-i
4 of 42
5/10/2013 8:52 AM

424B2
http://www.sec.gov/Archives/edgar/data/1067983/000119312513211460...
Table of Contents
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.
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-ii
5 of 42
5/10/2013 8:52 AM

424B2
http://www.sec.gov/Archives/edgar/data/1067983/000119312513211460...
Table of Contents
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 third 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 property and casualty insurance include National Indemnity Company,
Columbia Insurance Company, National Fire & Marine Insurance Company, National Liability and Fire Insurance Company, Berkshire Hathaway Homestate
Insurance Company, Medical Protective Company, Applied Underwriters, U.S. Liability Insurance Company, Central States Indemnity Company, Kansas Bankers
Surety, Cypress Insurance Company, Boat U.S. and the Guard Insurance Group.
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. MidAmerican Energy Holdings Company ("MidAmerican") is an
international energy holding company owning a wide variety of operating companies engaged in the generation, transmission and distribution of energy. Among
MidAmerican's operating energy companies are Northern Powergrid; MidAmerican Energy Company; PacifiCorp Energy; Pacific Power and Rocky Mountain
Power; and Kern River Gas Transmission Company and Northern Natural Gas. In addition, MidAmerican owns HomeServices of America, a real estate brokerage
firm. Berkshire's finance and financial products businesses primarily engage in proprietary investing strategies (BH Finance), commercial and consumer lending
(Berkshire Hathaway Credit Corporation and Clayton Homes, Inc.) and transportation equipment and furniture leasing (XTRA and CORT). McLane Company is a
wholesale distributor of groceries and nonfood items to discount retailers, convenience stores, quick service restaurants and others. The Marmon Group is an
international association of approximately 150 manufacturing and service businesses that operate independently within diverse business sectors. The Lubrizol
Corporation is a specialty chemical company that produces and supplies chemical products for transportation, industrial and consumer markets.
Numerous business activities are conducted through Berkshire's other manufacturing, services and retailing subsidiaries. Shaw Industries is the world's
largest manufacturer of tufted broadloom carpet. Benjamin Moore is a formulator, manufacturer and retailer of architectural and industrial coatings. Johns Manville
is a leading manufacturer of insulation and building products. Acme Building Brands is a manufacturer of face brick and concrete masonry products. MiTek Inc.
produces steel connector products and engineering software for the building components market. Fruit of the Loom, Russell Athletic, Vanity Fair, Garan,
Fechheimer, H.H. Brown Shoe Group, Justin Brands, 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
6 of 42
5/10/2013 8:52 AM

424B2
http://www.sec.gov/Archives/edgar/data/1067983/000119312513211460...
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 high-quality picture framing products; CTB International, a
manufacturer of equipment for the livestock and agricultural industries; International Dairy Queen, a licensor and service provider to about 6,100 stores that offer
prepared dairy treats and food; The Pampered Chef, the premier direct seller of kitchen tools in the United States; Forest River, a leading manufacturer of leisure
vehicles in the United States; Business Wire, the leading global distributor of corporate news, multimedia and regulatory filings; Iscar Metalworking Companies,
an industry leader in the metal cutting tools business; TTI, Inc., a leading distributor of electronic components; Richline Group, a leading jewelry manufacturer;
and Oriental Trading Company, a direct retailer of party supplies and novelties.
Operating decisions for Berkshire's various businesses are made by managers of the business units. Investment decisions and all other capital allocation
decisions are made for Berkshire and its subsidiaries by Warren E. Buffett, in consultation with Charles T. Munger. Mr. Buffett is Chairman and Mr. Munger is
Vice Chairman of Berkshire's Board of Directors. Berkshire's businesses collectively employ approximately 288,000 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"), a wholly owned subsidiary of Clayton Homes, Inc. and an indirect wholly owned subsidiary of Berkshire. BHFC currently charges
Vanderbilt interest at a rate which is either 50 or 100 basis points higher than it pays on its related debt obligations (consisting of BHFC's 4.60% Senior Notes due
2013, 4.625% Senior Notes due 2013, 5.0% Senior Notes due 2013, Floating Rate Senior Notes due 2014, 1.50% Senior Notes due 2014, 5.10% Senior Notes
due 2014, 2.45% Senior Notes due 2015, 4.85% Senior Notes due 2015, 1.60% Senior Notes due 2017, 5.40% Senior Notes due 2018, 4.25% Senior Notes due
2021, 3.00% Senior Notes due 2022, 5.75% Senior Notes due 2040 and 4.40% Senior Notes due 2042).
BHFC's executive offices are located at 3555 Farnam Street, Omaha, Nebraska 68131, and its telephone number is (402) 346-1400.

S-2
7 of 42
5/10/2013 8:52 AM

424B2
http://www.sec.gov/Archives/edgar/data/1067983/000119312513211460...
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
$500,000,000 aggregate principal amount of 1.300% Senior Notes due 2018.

$500,000,000 aggregate principal amount of 4.300% Senior Notes due 2043.

Offering Price
99.942% in respect of the 1.300% Senior Notes due 2018
99.183% in respect of the 4.300% Senior Notes due 2043
in each case, plus accrued interest from May 15, 2013 until the date of delivery.

Maturity Date
May 15, 2018 in respect of the 1.300% Senior Notes due 2018.
May 15, 2043 in respect of the 4.300% Senior Notes due 2043.

Interest
The 1.300% Senior Notes due 2018 will bear interest at a rate per annum equal to 1.300%, payable
semi-annually in arrears on May 15 and November 15, commencing on November 15, 2013.

The 4.300% Senior Notes due 2043 will bear interest at a rate per annum equal to 4.300%, payable

semi-annually in arrears on May 15 and November 15, commencing on November 15, 2013.

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

Ranking
Each series of 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 March 31, 2013, BHFC had no secured
indebtedness and $11.2 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 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 March 31, 2013, Berkshire had no
secured indebtedness and $8.3 billion of indebtedness, and its subsidiaries had $54.9 billion of
indebtedness.

S-3
8 of 42
5/10/2013 8:52 AM

424B2
http://www.sec.gov/Archives/edgar/data/1067983/000119312513211460...
Table of Contents

Redemption
BHFC will have the option to redeem the notes, in whole or in part, at any time 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 and as described herein under "Description of the Notes and
Guarantee--Optional Redemption," the sum of the present values of the remaining scheduled
payments of principal and interest on the notes to be redeemed, 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 herein under
"Description of the Notes and Guarantee--Optional Redemption" plus 10 basis points with respect
to the 1.300% Senior Notes due 2018 or 25 basis points with respect to the 4.300% Senior Notes
due 2043, in each case, plus accrued and unpaid interest to the date on which the notes are to be
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 each series of the notes. The notes
will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess
thereof.

Use of Proceeds
We expect to use the net proceeds of this offering to redeem our 4.60% Senior Notes due 2013 and
having an aggregate principal amount of $1,000,000,000 at 100% of the principal amount thereof
plus accrued and unpaid interest thereon. See "Use of Proceeds" in this prospectus supplement.

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

Governing Law
New York

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.

S-4
9 of 42
5/10/2013 8:52 AM

424B2
http://www.sec.gov/Archives/edgar/data/1067983/000119312513211460...
Table of Contents
Conflicts of Interest
Berkshire owns more than 10% of the outstanding preferred stock of Bank of America Corporation,
the parent company of Merrill Lynch, Pierce, Fenner & Smith Incorporated. Accordingly, this
offering is being made in compliance with the requirements of Rule 5121 of the Financial Industry
Regulatory Authority. Because the notes to be offered will be rated investment grade, pursuant to
Rule 5121, the appointment of a qualified independent underwriter is not necessary. Merrill Lynch,
Pierce, Fenner & Smith Incorporated will not confirm sales of the debt securities to any account over
which it exercises discretionary authority without the prior written approval of the customer.

S-5
10 of 42
5/10/2013 8:52 AM