Obligation Berkshire Hathaway Inc. 0% ( US084664CC39 ) en USD

Berkshire Hathaway Inc.

100 % ⇌

Etas-Unis

US084664CC39 ( en USD )

13/01/2017 - Obligation échue

Prospectus brochure de l'obligation Berkshire Hathaway US084664CC39 en USD 0%, échue

2 000 USD

400 000 000 USD

084664CC3

AA ( Haute qualité )

Aa2 ( Haute qualité )

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 US084664CC39, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/01/2017

L'Obligation émise par Berkshire Hathaway Inc. ( Etas-Unis ) , en USD, avec le code ISIN US084664CC39, a été notée Aa2 ( Haute qualité ) par l'agence de notation Moody's.

L'Obligation émise par Berkshire Hathaway Inc. ( Etas-Unis ) , en USD, avec le code ISIN US084664CC39, a été notée AA ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

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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

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

registered

registration fee (1)
Floating Rate Senior Notes due 2017

$ 400,000,000

$46,480
Floating Rate Senior Notes due 2018

$ 600,000,000

$69,720
Guarantee of Berkshire Hathaway Inc. of Floating Rate Senior Notes due 2017 and Floating Rate Senior
Notes due 2018 (2)

N/A

--
TOTAL

$ 1,000,000,000
$116,200

(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
Prospectus Supplement to Prospectus dated January 28, 2013
$1,000,000,000
Berkshire Hathaway Finance Corporation
$400,000,000 Floating Rate Senior Notes due 2017
$600,000,000 Floating Rate Senior Notes due 2018
Unconditionally and irrevocably guaranteed by
Berkshire Hathaway Inc.

We are offering (i) $400,000,000 of our Floating Rate Senior Notes due 2017 and (ii) $600,000,000 of our Floating Rate Senior Notes due
2018 (together, the "notes").
Interest on the Floating Rate Senior Notes due 2017 will accrue from the date of original issuance, expected to be January 15, 2015 and will be
payable quarterly in arrears on January 13, April 13, July 13, and October 13 of each year, commencing on April 13, 2015. Interest on the Floating
Rate Senior Notes due 2018 will accrue from the date of original issuance, expected to be January 15, 2015 and will be payable quarterly in arrears
on January 12, April 12, July 12 and October 12, commencing on April 12, 2015.
The Floating Rate Senior Notes due 2017 will mature on January 13, 2017 and the Floating Rate Senior Notes due 2018 will mature on
January 12, 2018. All of Berkshire Hathaway Finance Corporation's obligations under the notes will be unconditionally and irrevocably
guaranteed by Berkshire Hathaway Inc.
We will not have the right to redeem the notes.
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. 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-5 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.
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Per Floating Rate
Per Floating Rate
Senior Note
Senior Note

due 2017

due 2018

Total

Initial public offering price(1)

100.000%

100.000%
$1,000,000,000
Underwriting discount

0.150%

0.200%
$
1,800,000
Proceeds, before expenses, to Berkshire Hathaway Finance
Corporation

99.850%

99.800%
$ 998,200,000

(1) Plus accrued interest from January 15, 2015 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 January 15, 2015.
Joint Book-Running Managers

BofA Merrill Lynch

Goldman, Sachs & Co.

Wells Fargo Securities

Prospectus Supplement dated January 13, 2015
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Forward-Looking Information
S-ii
About This Prospectus Supplement
S-ii
Summary
S-1
Risk Factors
S-5
Use of Proceeds
S-6
Description of the Notes and Guarantees
S-7
Certain United States Federal Income 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. Neither BHFC nor Berkshire is making an offer of these securities in any jurisdiction where the offer or sale is not
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permitted. 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.
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.
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
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
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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 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, Cypress Insurance
Company, Berkshire Hathaway Specialty Insurance Company, Medical Protective Company, Applied Underwriters, U.S. Liability Insurance
Company, Central States Indemnity 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. Berkshire Hathaway Energy
Company ("BHE") is an international energy holding company owning a wide variety of operating businesses engaged in the generation,
transmission and distribution of energy. Among BHE's operating energy businesses are Northern Powergrid; MidAmerican Energy Company;
PacifiCorp; NV Energy; Kern River Gas Transmission Company and Northern Natural Gas; MidAmerican Renewables; and AltaLink. In
addition, BHE owns HomeServices of America, a real estate brokerage firm. Berkshire's finance and financial products businesses primarily
engage in proprietary investing strategies (BH Finance), consumer lending (Clayton Homes, Inc.) and transportation equipment and furniture
leasing (Union Tank Car, Marmon Crane Services, 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 160 manufacturing and service businesses, including Union Tank Car and Marmon Crane Services, 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 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.
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

S-1
Table of Contents
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 6,400 stores that offer prepared dairy
treats and food; The Pampered Chef, a leading 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; IMC
International Metalworking Companies (Iscar), an industry leader in the metal cutting tools business; TTI, Inc., a leading distributor of
electronic components; Richline Group, a leading jewelry manufacturer; Oriental Trading Company, a direct retailer of party supplies and
novelties; and Charter Brokerage, a leading global trade services company. In 2013, Berkshire acquired a 50% common ownership interest
(along with preferred stock and warrants) in H.J. Heinz Company, one of the world's leading marketers and producers of healthy, convenient
and affordable foods.
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 330,000 people.
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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.
BHFC's executive offices are located at 3555 Farnam Street, Omaha, Nebraska 68131, and its telephone number is (402) 346-1400.

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
$400,000,000 aggregate principal amount of Floating Rate Senior Notes due 2017.

$600,000,000 aggregate principal amount of Floating Rate Senior Notes due 2018.

Offering Price
100.000% in respect of the Floating Rate Senior Notes due 2017

100.000% in respect of the Floating Rate Senior Notes due 2018

in each case, plus accrued interest from January 15, 2015 until the date of delivery.

Maturity Date
January 13, 2017 in respect of the Floating Rate Senior Notes due 2017.

January 12, 2018 in respect of the Floating Rate Senior Notes due 2018.

Interest
The Floating Rate Senior Notes due 2017 will bear interest at a rate per annum equal to
LIBOR plus 0.170%, payable quarterly in arrears on January 13, April 13, July 13 and
October 13 of each year, commencing on April 13, 2015.
The Floating Rate Senior Notes due 2018 will bear interest at a rate per annum equal to
LIBOR plus 0.300%, payable quarterly in arrears on January 12, April 12, July 12 and
October 12 of each year, commencing on April 12, 2015.

Guarantees
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
September 30, 2014, 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

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indebtedness and structurally subordinated to all existing and future indebtedness of its
subsidiaries (secured or unsecured). As of September 30, 2014, Berkshire had no

secured indebtedness and $8.4 billion of indebtedness, and its subsidiaries had $66.5
billion of indebtedness.

Redemption
We will not have the right to redeem the notes.

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 repay at maturity our 4.850%
Senior Notes due January 2015 ($1,000,000,000 principal amount outstanding). Any
remaining proceeds will be used for general corporate purposes. 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-5 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.

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 notes to any account
over which it exercises discretionary authority without the prior written approval of the
customer.

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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
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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.
There is currently no trading market for the notes and an active trading market for the notes may not develop.
The notes are new issues of securities with no established trading market, and we do not intend to list them on any securities exchange or
automated quotation system. As a result, an active trading market for the notes may not develop, or if one does develop, it may not be sustained. If
an active trading market fails to develop or cannot be sustained, you may not be able to resell your notes at their fair market value or at all.

S-5
Table of Contents
USE OF PROCEEDS
We expect to use the net proceeds of this offering to repay at maturity our 4.850% Senior Notes due January 2015 ($1,000,000,000 principal
amount outstanding). Any remaining proceeds will be used for general corporate purposes.
Certain of the underwriters or their affiliates may hold debt securities that we expect to pay at maturity with the net proceeds of this offering.

S-6
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.
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
February 1, 2010 (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 holder 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
Each series of the notes offered by this prospectus supplement will be issued as a separate series under the indenture. The notes will be our
senior unsecured obligations and will be initially limited in aggregate principal amount to $400,000,000 in the case of the Floating Rate Senior
Notes due 2017 and $600,000,000 in the case of the Floating Rate Senior Notes due 2018.
We may at any time, without notice to or consent of the holders of the notes offered by this prospectus supplement, issue additional notes of
the same series as any series of the notes offered hereby. Any such additional notes will have the same ranking, interest rate, maturity date and
other terms as such series of notes offered hereby, except for possible variations permitted under the indenture. Any such additional notes, together
with the notes offered hereby of such series, will constitute a single series of notes under the indenture.
The entire principal amount of the Floating Rate Senior Notes due 2017 will mature and become due and payable, together with any accrued
and unpaid interest thereon, on January 13, 2017. The entire principal amount of the Floating Rate Senior Notes due 2018 will mature and become
due and payable, together with any accrued and unpaid interest thereon, on January 12, 2018. The notes will have the benefit of unconditional and
irrevocable guarantees from Berkshire.
The notes of each series 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."
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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.

S-7
Table of Contents
Interest
The notes will accrue interest from January 15, 2015, or from the most recent date to which interest has been paid or duly provided for, at a
rate per annum equal to LIBOR (as defined below) plus 0.170 % per annum in the case of the Floating Rate Senior Notes due 2017 and LIBOR
plus 0.300% per annum in the case of the Floating Rate Senior Notes due 2018, in each case, as determined by the calculation agent as described
below.
Interest on the Floating Rate Senior Notes due 2017 will be payable quarterly in arrears on January 13, April 13, July 13 and October 13 of
each year, which we refer to as "interest payment dates," commencing on April 13, 2015, and interest on the Floating Rate Senior Notes due 2018
will be payable quarterly in arrears on January 12, April 12, July 12 and October 12 of each year, which we also refer to as "interest payment
dates," commencing on April 12, 2015, in each case to the person in whose name a note is registered at the close of business on the preceding
January 1, April 1, July 1 and October 1, as applicable (whether or not a business day), which we refer to as "record dates." If any interest payment
date (other than the maturity date of the notes) falls on a day that is not a business day, the interest payment date will be postponed to the next day
that is a business day and interest will accrue to but excluding the date interest is paid. However, if the postponement would cause the day to fall in
the next calendar month, the interest payment date will instead be brought forward to the immediately preceding business day. If the maturity date
of any series of the notes is not a business day, then payment of the principal and 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
maturity date.
The rate of interest on the notes will reset quarterly (the "interest reset period," and the first day of each interest reset period will be an
"interest reset date"). The interest reset dates will be the same dates as the interest payment dates.
The calculation agent for the notes is The Bank of New York Mellon Trust Company, N.A., which we refer to as the "calculation agent."
The calculation agent will determine the initial interest rates on the second London business day preceding the issue date for the notes and the
interest rates for each succeeding interest reset period on the second London business day preceding the applicable interest reset date, in each case
by reference to LIBOR, each of which days we refer to as an "interest determination date."
"London business day" means any day on which dealings in deposits in U.S. Dollars are transacted in the London interbank market.
The interest rates for the notes will be based on the London interbank offered rate, which we refer to as "LIBOR," and will be determined by
the calculation agent as follows:

(i)
As of an interest determination date, LIBOR will be the rate for deposits in U.S. dollars for a period of three months, commencing on
the date of issuance of the notes or on each interest reset date, as the case may be, that appears on the Reuters Screen LIBOR01 Page, or
any successor service, at approximately 11:00 a.m., London time, on that interest determination date. The "Reuters Screen LIBOR01

Page" is the display designated as the Reuters screen "LIBOR01", or such other page as may replace the Reuters screen "LIBOR01" on
that service or such other service or services as may be nominated for the purpose of displaying London interbank offered rates for U.S.
dollar deposits by ICE Benchmark Administration Limited ("IBA") or its successor or such other entity assuming the responsibility of
IBA or its successor in calculating the London interbank offered rate in the event IBA or its successor no longer does so.

(ii)
If no rate appears, then the calculation agent will request the principal London offices of each of four major reference banks in the
London interbank market, as selected and identified by us, to provide the calculation agent with its offered quotation for deposits in

U.S. dollars for a period of three months, commencing on the date of issuance of the notes or on the interest reset date, as the case may
be, to

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prime banks in the London interbank market at approximately 11:00 a.m., London time, on that interest determination date and in a
principal amount that is representative of a single transaction in U.S. dollars in that market at that time. If at least two quotations are
provided, LIBOR determined on that interest determination date will be the arithmetic mean of those quotations. If fewer than two
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quotations are provided, LIBOR will be determined for the issue date of the notes or the interest reset date, as the case may be, as the
arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City time, on that interest determination date, by three

major banks in New York City, as selected and identified by us, for loans in U.S. dollars to leading European banks, for a period of
three months, commencing on the issue date of the notes or the interest reset date, as the case may be, and in a principal amount that is
representative of a single transaction in U.S. dollars in that market at that time. If the banks so selected and identified by us are not
quoting as set forth above, LIBOR determined on that interest determination date will remain LIBOR in effect on that interest
determination date.
Accrued interest on the notes will be calculated by multiplying the principal amount of such notes by an accrued interest factor. The accrued
interest factor will be computed by adding the interest factors calculated for each day in the period for which interest is being paid. The interest
factor for each day is computed by dividing the interest rate applicable to that day by 360. The interest rate in effect on any interest reset date will
be the applicable rate as reset on that date. The interest rate applicable to any other day is the interest rate from the immediately preceding interest
reset date, or if none, the initial interest rate. All percentages used in or resulting from any calculation for the rate of interest for a series of the
notes will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with .000005% rounded up to .00001%), and all
U.S. dollar amounts used in or resulting from these calculations will be rounded to the nearest cent (with one-half cent rounded upward).
Any amounts payable on any notes that are not punctually paid on any payment date will cease to be payable to the person in whose name
such notes are registered on the relevant record date, and such defaulted payment will instead be payable to the person in whose name such notes
are registered on the special record date or other specified date determined in accordance with the indenture.
Guarantee of Notes
Berkshire will unconditionally and irrevocably guarantee the payment of all of BHFC's obligations under the notes offered hereby pursuant to
guarantees 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 September 30, 2014, BHFC had no secured
indebtedness and $11.2 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 September 30, 2014, Berkshire had no secured indebtedness and $8.4 billion
of indebtedness, and its subsidiaries had $66.5 billion of indebtedness.

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Optional Redemption
We will not have the right to redeem the notes.
Book-Entry Delivery and Form
General
The notes offered hereby will be issued in registered, global form in minimum denominations of $2,000 and integral multiples of $1,000 in
excess thereof. The notes will be issued on the issue date therefor only against payment in immediately available funds.
The notes of each series offered hereby initially will be represented by one or more permanent global certificates (which may be subdivided)
in definitive, fully registered form without interest coupons, which we refer to as the "global notes."
The global notes will be deposited upon issuance with the trustee as custodian for DTC in New York, New York, and registered in the name
of DTC or its nominee for credit to an account of a direct or indirect participant in DTC (including the Euroclear Bank S.A./N.V. ("Euroclear") or
Clearstream Banking, société anonyme ("Clearstream")), as described below under "--Depositary Procedures."
Except as set forth below, the global notes may be transferred, in whole and not in part, only to DTC, to another nominee of DTC or to a
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successor of DTC or its nominee. Beneficial interests in the global notes may not be exchanged for notes in certificated form except in the limited
circumstances described below under "--Exchange of Book-Entry Notes for Certificated Notes."
Transfers of beneficial interests in the global notes will be subject to the applicable rules and procedures of DTC and its direct or indirect
participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.
Depositary Procedures
The following description of the operations and procedures of DTC, Euroclear and Clearstream is provided solely as a matter of convenience.
These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no
responsibility for these operations and procedures and urge investors to contact the systems or their participants directly to discuss these matters.
DTC is a limited-purpose trust company created to hold securities for its participating organizations, referred to as "participants," and
facilitate the clearance and settlement of transactions in those securities between DTC's participants through electronic book-entry changes in
accounts of its participants. DTC's participants include securities brokers and dealers (including the underwriters), banks, trust companies, clearing
corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly, which entities are referred to
as "indirect participants." Persons who are not DTC participants may beneficially own securities held by or on behalf of DTC only through
participants or indirect participants. DTC has no knowledge of the identity of beneficial owners of securities held by or on behalf of DTC. DTC's
records reflect only the identity of its participants to whose accounts securities are credited. The ownership interests and transfer of ownership
interests of each beneficial owner of each security held by or on behalf of DTC are recorded on the records of DTC's participants and indirect
participants.
Pursuant to procedures established by DTC:

· upon deposit of the global notes, DTC will credit the accounts of its participants designated by the underwriters with portions of the

principal amount of the global notes; and

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· ownership of such interests in the global notes will be maintained by DTC (with respect to its participants) or by DTC's participants and

indirect participants (with respect to other owners of beneficial interests in the global notes).
Investors in the global notes may hold their interests therein directly through DTC, if they are participants in such system, or indirectly
through organizations (including Euroclear and Clearstream) that are participants or indirect participants in such system. Euroclear and Clearstream
will hold interests in the notes on behalf of their participants through customers' securities accounts in their respective names on the books of their
respective depositaries. The depositaries, in turn, will hold interests in the notes in customers' securities accounts in the depositaries' names on the
books of DTC.
All interests in a global note, including those held through Euroclear or Clearstream, will be subject to the procedures and requirements of
DTC. Those interests held through Euroclear or Clearstream will also be subject to the procedures and requirements of these systems. The laws of
some jurisdictions require that certain persons take physical delivery of certificates evidencing securities they own. Consequently, the ability to
transfer beneficial interests in a global note to such persons will be limited to that extent. Because DTC can act only on behalf of its participants,
which in turn act on behalf of indirect participants, the ability of beneficial owners of interests in a global note to pledge such interests to persons
or entities that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical
certificate evidencing such interests. For certain other restrictions on the transferability of the notes, see "--Exchange of Book-Entry Notes for
Certificated Notes."
Except as described below, owners of interests in the global notes will not have notes registered in their names, will not receive physical
delivery of notes in certificated form and will not be considered the registered owners or holders thereof under the indenture for any purpose.
Payments in respect of the principal of, and interest on, a global note registered in the name of DTC or its nominee will be payable by the
trustee (or the paying agent if other than the trustee) to DTC in its capacity as the registered holder under the indenture. We and the trustee will
treat the persons in whose names the notes, including the global notes, are registered as the owners thereof for the purpose of receiving such
payments and for any and all other purposes whatsoever. Consequently, neither we nor the trustee or any of our respective agents has or will have
any responsibility or liability for:

· any aspect of DTC's records or any participant's or indirect participant's records relating to or payments made on account of beneficial

ownership interests in the global notes, or for maintaining, supervising or reviewing any of DTC's records or any participant's or
indirect participant's records relating to the beneficial ownership interests in the global notes; or

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Document Outline

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