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Berkshire Hathaway Inc.

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Prospectus brochure de l'obligation Berkshire Hathaway US084664CP42 en USD 0%, échue

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950 000 000 USD

084664CP4

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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 US084664CP42, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 11/01/2019

424B2
424B2 1 d291534d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-209122
Registration Statement No. 333-209122-01
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 2019

$950,000,000

$110,105
Floating Rate Senior Notes due 2020

$350,000,000

$40,565
Guarantee of Berkshire Hathaway Inc. of Floating Rate Senior Notes due 2019 and Floating Rate Senior
Notes due 2020 (2)

N/A

--
TOTAL

$1,300,000,000
$150,670

(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 26, 2016
$1,300,000,000
Berkshire Hathaway Finance Corporation
$950,000,000 Floating Rate Senior Notes due 2019
$350,000,000 Floating Rate Senior Notes due 2020
Unconditionally and irrevocably guaranteed by
Berkshire Hathaway Inc.

We are offering (i) $950,000,000 of our Floating Rate Senior Notes due 2019 and (ii) $350,000,000 of our Floating Rate Senior Notes due 2020 (together,
the "notes").
Interest on the Floating Rate Senior Notes due 2019 will accrue from the date of original issuance, expected to be January 12, 2017, and will be payable
quarterly in arrears on January 11, April 11, July 11 and October 11 of each year, commencing on April 11, 2017. Interest on the Floating Rate Senior Notes
due 2020 will accrue from the date of original issuance, expected to be January 12, 2017, and will be payable quarterly in arrears on January 10, April 10,
July 10 and October 10 of each year, commencing on April 10, 2017.
The Floating Rate Senior Notes due 2019 will mature on January 11, 2019 and the Floating Rate Senior Notes due 2020 will mature on January 10, 2020.
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.
Concurrently with this offering, under a separate prospectus supplement, Berkshire Hathaway Inc. is offering 1,100,000,000 in aggregate principal
amount of senior notes. The closing of this offering of notes is not conditioned upon the closing of the concurrent offering of senior notes by Berkshire
Hathaway Inc.
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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.

Per Floating
Per Floating
Rate Senior
Rate Senior

Note due 2019

Note due 2020

Total

Initial public offering price (1)

100.000%

100.000%
$1,300,000,000
Underwriting discount

0.150%

0.200%
$
2,125,000
Proceeds, before expenses, to Berkshire Hathaway Finance Corporation

99.850%

99.800%
$1,297,875,000

(1) Plus accrued interest from January 12, 2017 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 12, 2017.

Joint Book-Running Managers

BofA Merrill Lynch

Goldman, Sachs & Co.

J.P. Morgan

Wells Fargo Securities

Prospectus Supplement dated January 5, 2017
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-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-23
Experts
S-23
Prospectus

Page
Forward-Looking Information

ii
About This Prospectus

1
Where You Can Find More Information

1
Incorporation of Certain Information 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
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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 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 (Conflicts of Interest)--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, 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 Reports 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.
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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 (but excluding any information furnished to, rather than filed with, the SEC) prior to the
termination of any offering of securities made by this prospectus:

· Berkshire's Annual Report on Form 10-K for the year ended December 31, 2015 (including information specifically incorporated by

reference from Berkshire's Definitive Proxy Statement on Schedule 14A filed with the SEC on March 11, 2016);

· Berkshire's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016; and

· Berkshire's Current Reports on Form 8-K filed with the SEC on March 15, 2016, May 4, 2016 and August 15, 2016.
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
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
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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, and Berkshire Hathaway Life Insurance Company of
Nebraska. 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 (UTLX, XTRA and CORT).
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 an international association of approximately 175 manufacturing businesses, including UTLX,
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. IMC International Metalworking Companies is an industry
leader in the metal cutting tools business. Additionally, on January 29, 2016, Berkshire acquired Precision Castparts Corp. ("PCC"), a
worldwide diversified manufacturer of complex metal components and products serving the aerospace, power and general industrial markets,
in a transaction valued at approximately $37.2 billion, including the assumption of $5.0 billion of outstanding PCC net debt as of January 29,
2016.
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, 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

S-1
Table of Contents
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 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 over 6,800 stores that offer prepared dairy treats and food; 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, a leading
global distributor of corporate news, multimedia and regulatory filings; 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; Charter Brokerage, a
global trade services company; Berkshire Hathaway Automotive, which includes 85 automobile dealerships located in 10 states; and Detlev
Louis Motorrad, a retailer of motorcycle accessories based in Germany. Additionally, on February 29, 2016, we acquired Duracell, a leading
manufacturer of high-performance alkaline batteries.
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 365,000 people.
Berkshire's executive offices are located at 3555 Farnam Street, Omaha, Nebraska 68131, and its telephone number is (402) 346-1400.
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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.
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
$950,000,000 aggregate principal amount of Floating Rate Senior Notes due 2019.

$350,000,000 aggregate principal amount of Floating Rate Senior Notes due 2020.

Offering Price
100.000% in respect of the Floating Rate Senior Notes due 2019.

100.000% in respect of the Floating Rate Senior Notes due 2020.

Maturity Date
January 11, 2019 in respect of the Floating Rate Senior Notes due 2019.

January 10, 2020 in respect of the Floating Rate Senior Notes due 2020.

Interest
The Floating Rate Senior Notes due 2019 will bear interest at a rate per annum equal to
LIBOR plus 0.250%, payable quarterly in arrears on January 11, April 11, July 11 and
October 11 of each year, commencing on April 11, 2017.

The Floating Rate Senior Notes due 2020 will bear interest at a rate per annum equal to

LIBOR plus 0.320%, payable quarterly in arrears on January 10, April 10, July 10 and
October 10 of each year, commencing on April 10, 2017.

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 September
30, 2016, BHFC had no secured indebtedness and $14.4 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
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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).

S-3
Table of Contents
As of September 30, 2016, Berkshire had no secured indebtedness and $18.1 billion of

indebtedness, and its subsidiaries had $83.7 billion of indebtedness.

Optional 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 Floating Rate
Senior Notes due 2017 ($1,050,000,000 aggregate principal amount outstanding that
matures in January 2017). The 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, and more than 10% of the outstanding common stock of Wells Fargo &
Company, the parent company of Wells Fargo Securities, LLC. 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.

Concurrent Offerings
Concurrently with this offering, under a separate prospectus supplement, Berkshire is
offering 1,100,000,000 in aggregate principal amount of senior notes. The closing of
this offering of notes is not conditioned upon the closing of the concurrent offering of
senior notes by Berkshire.

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S-4
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.
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 Floating Rate Senior Notes due 2017 ($1,050,000,000 aggregate
principal amount outstanding that matures in January 2017). The remaining proceeds will be used for general corporate purposes.

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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 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
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 $950,000,000 in the case of the Floating Rate Senior
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Notes due 2019 and $350,000,000 in the case of the Floating Rate Senior Notes due 2020.
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 2019 will mature and become due and payable, together with any accrued
and unpaid interest thereon, on January 11, 2019. The entire principal amount of the Floating Rate Senior Notes due 2020 will mature and become
due and payable, together with any accrued and unpaid interest thereon, on January 10, 2020. The notes will have the benefit of an unconditional
and irrevocable guarantee 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."
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 from January 12, 2017, 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 0.250% per annum in the case of the Floating Rate Senior Notes due 2019 and LIBOR plus
0.320% per annum in the case of the Floating Rate Senior Notes due 2020, in each case, as determined by the calculation agent as described below.

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Interest on the Floating Rate Senior Notes due 2019 will be payable quarterly in arrears on January 11, April 11, July 11 and October 11 of
each year, which we refer to as "interest payment dates," commencing on April 11, 2017, to the person in whose name a Floating Rate Senior Note
due 2019 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." Interest on the Floating Rate Senior Notes due 2020 will be payable quarterly in arrears on January 10,
April 10, July 10 and October 10 of each year, which we also refer to as "interest payment dates," commencing on April 10, 2017, to the person in
whose name a Floating Rate Senior Note due 2020 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 also 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 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 rate on the second London business day preceding the issue date for the notes and the
interest rate 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 rate 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
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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 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

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interest determination date will be the arithmetic mean of those quotations. If fewer than two 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, as the case may be, 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 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 on 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
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 September 30, 2016, BHFC had no secured
indebtedness and $14.4 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, 2016, Berkshire had no secured indebtedness and $18.1
billion of indebtedness, and its subsidiaries had $83.7 billion of indebtedness.
Optional Redemption
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