Obligation Berkshire Hathaway Holdings Inc. 5.75% ( US084664BL47 ) en USD

Berkshire Hathaway Holdings Inc.

110.755 % ▲

Etats-unis

US084664BL47 ( en USD )

5.75% par an ( paiement semestriel )

14/01/2040

Prospectus brochure de l'obligation Berkshire Hathaway Inc US084664BL47 en USD 5.75%, échéance 14/01/2040

2 000 USD

750 000 000 USD

084664BL4

AA ( Haute qualité )

Aa2 ( Haute qualité )

15/01/2026 ( Dans 31 jours )

Berkshire Hathaway Inc. est une société de portefeuille américaine dirigée par Warren Buffett, connue pour ses investissements à long terme dans des entreprises de grande valeur et sa participation dans des secteurs variés comme l'assurance, les chemins de fer et l'énergie.

L'Obligation émise par Berkshire Hathaway Holdings Inc. ( Etats-unis ) , en USD, avec le code ISIN US084664BL47, paye un coupon de 5.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2040

L'Obligation émise par Berkshire Hathaway Holdings Inc. ( Etats-unis ) , en USD, avec le code ISIN US084664BL47, a été notée Aa2 ( Haute qualité ) par l'agence de notation Moody's.

L'Obligation émise par Berkshire Hathaway Holdings Inc. ( Etats-unis ) , en USD, avec le code ISIN US084664BL47, a été notée AA ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

Form 424bB2
Page 1 of 36
424B2 1 d424b2.htm FORM 424BB2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-164220
CALCULATION OF REGISTRATION FEE

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

registered
registration fee(1)
5.750% Senior Notes due 2040

$750,000,000
$53,475
Floating Rate Senior Notes due 2012

$250,000,000
$17,825
Guarantee of Berkshire Hathaway Inc. of 5.750% Senior Notes due 2040(2)

N/A
--
Guarantee of Berkshire Hathaway Inc. of Floating Rate Senior Notes due 2012(2)

N/A
--
TOTAL

$1,000,000,000
$71,300.00

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. In accordance with Rule 456(b) and
457(r), the registrant is deferring payment of all of the registration fees and will pay such fees on a pay-as-you-go-basis.
(2) Pursuant to Rule 457(n), no separate fee for the guarantee is payable.
http://www.sec.gov/Archives/edgar/data/1067983/000119312510003613/d424b2.htm
1/11/2010

Form 424bB2
Page 2 of 36
Table of Contents
$1,000,000,000
Berkshire Hathaway Finance Corporation
$750,000,000
5.750% Senior Notes due 2040
Issue price 98.802%
Interest payable January 15 and July 15
$250,000,000
Floating Rate Senior Notes due 2012
Issue price 100%
Interest payable January 13, April 13, July 13 and October 13
Unconditionally and irrevocably guaranteed by
Berkshire Hathaway Inc.
We are offering $750,000,000 of our 5.750% senior notes due 2040 and $250,000,000 of Floating Rate Senior Notes due 2012.
Interest on the 5.750% Senior Notes due 2040 will accrue from the date of original issuance, expected to be January 13, 2010
and will be payable on January 15 and July 15 of each year, commencing on July 15, 2010. Interest on the Floating Rate Senior
Notes due 2012 will accrue from the date of original issuance, expected to be January 13, 2010 and will be payable on
January 13, April 13, July 13, and October 13 of each year, commencing on April 13, 2010. The 5.750% Senior Notes due 2040
will mature on January 15, 2040. The Floating Rate Senior Notes due 2012 will mature on January 13, 2012. All of Berkshire
Hathaway Finance Corporation's obligations under the notes will be unconditionally and irrevocably guaranteed by Berkshire
Hathaway Inc.
The notes will be senior unsecured indebtedness of Berkshire Hathaway Finance Corporation and will rank equally with all 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.
We may redeem the 5.750% Senior Notes due 2040, in whole or in part, at any time at the redemption prices described
beginning on page 11. Berkshire Hathaway Finance Corporation will not have the right to redeem the Floating Rate Senior
Notes due 2012. The notes are not subject to a sinking fund provision.
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
The material risks involved in investing in our debt securities are described in the "Risk factors" section starting on
page 7 of this prospectus.
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.

Proceeds, Before Expenses,
to Berkshire Hathaway

Price to Public(1)
Underwriting Discounts
Finance Corporation
Per 5.750% Senior Notes due 2040

98.802%

0.875%

97.927%
Per Floating Rate Senior Notes due 2012

100%

0.150%

99.850%
Total

$ 991,015,000
$
6,937,500
$
984,077,500
(1) Plus accrued interest from January 13, 2010 if delivery of the notes occurs after such date.
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 and Clearstream on or about January 13, 2010.
Sole Book-Running Manager
J.P. Morgan
Joint Lead Manager
http://www.sec.gov/Archives/edgar/data/1067983/000119312510003613/d424b2.htm
1/11/2010

Form 424bB2
Page 3 of 36
Wells Fargo Securities
January 6, 2010
http://www.sec.gov/Archives/edgar/data/1067983/000119312510003613/d424b2.htm
1/11/2010

Form 424bB2
Page 4 of 36
Table of Contents
You should read this prospectus 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. We have not, and the underwriters have not,
authorized anyone else to provide you with any different or additional information. You should not assume that the
information contained in this prospectus, as well as the information incorporated by reference, is accurate as of any
date other than the date on the front cover of this prospectus, or the date of such incorporated information.
Table of Contents

Page
About this prospectus

i
Where you can find more information

i
Incorporation by reference

ii
Forward-looking information

ii
Summary

1
Ratio of earnings to fixed charges

6
Risk factors

7

Page
Use of proceeds

7
Description of the notes and guarantee

8
Material United States federal income and estate tax considerations

20
Underwriting

25
Legal matters

28
Experts

28
http://www.sec.gov/Archives/edgar/data/1067983/000119312510003613/d424b2.htm
1/11/2010

Form 424bB2
Page 5 of 36
Table of Contents
About this prospectus
This prospectus describes the specific terms of the notes we are offering and certain other matters relating to our business.
Generally, when we refer to this prospectus, we are referring to this document and the information incorporated by reference.
Before purchasing any notes, you should carefully read this prospectus, together with the additional information described under
the heading "Where you can find more information."
This prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any securities other than the registered
securities to which they relate, nor does this prospectus constitute an offer to sell or a solicitation of an offer to buy these
securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
In this prospectus, unless otherwise specified or the context otherwise requires, references to "dollars" and "$" are to U.S.
dollars. Unless the context implies otherwise, references in this prospectus to "we," "us" or "our" are references to either
Berkshire Hathaway Inc. ("Berkshire") or Berkshire Hathaway Finance Corporation ("BHFC") or both.
This prospectus 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 summarizes certain documents and other information and we refer
you to them for a more complete understanding of what we discuss in this prospectus.
We are not making any representation to any purchaser of the notes regarding the legality of an investment in the notes by such
purchaser under any legal investment or similar laws or regulations. You should not consider any information in this prospectus
to be legal, business or tax advice. You should consult your own attorney, business advisor and tax advisor for legal, business
and tax advice regarding an investment in the notes.
Where you can find more information
BHFC is not subject to the informational requirements of the Securities Exchange Act of 1934, as amended, pursuant to Rule
12h-5 thereunder. Berkshire is, however, subject to the informational requirements of the Securities Exchange Act of 1934, as
amended. Accordingly, Berkshire files reports, proxy statements and other information with the Securities and Exchange
Commission (the "SEC"). You may read and copy any document Berkshire files at the SEC's public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public
reference room. These SEC filings are also available to the public from the SEC's website at www.sec.gov. In addition,
Berkshire's Class A common stock and Class B common stock are listed on the New York Stock Exchange, and its reports,
proxy statements and other information can be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.

i
http://www.sec.gov/Archives/edgar/data/1067983/000119312510003613/d424b2.htm
1/11/2010

Form 424bB2
Page 6 of 36
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 they can disclose important information to you by referring to that information. The information incorporated by reference is
considered to be a part of this prospectus, and later information filed with the SEC will 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 after the date of this prospectus:

· Berkshire's Annual Report on Form 10-K for the year ended December 31, 2008,

· Berkshire's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009, June 30, 2009 and September 30, 2009,
and

· Berkshire's Current Reports on Form 8-K filed with the SEC on March 2, 2009, July 7, 2009, November 3, 2009 and
December 23, 2009.
Berkshire will provide to each person to whom a copy of this prospectus is delivered, upon 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: Jo Ellen Rieck
Tel: (402) 346-1400
Forward-looking information
Certain statements contained, or incorporated by reference, in this prospectus 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

ii
http://www.sec.gov/Archives/edgar/data/1067983/000119312510003613/d424b2.htm
1/11/2010

Form 424bB2
Page 7 of 36
Table of Contents
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 insurance 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 of Berkshire nor BHFC undertakes any obligation to publicly update or revise any forward-
looking statements to reflect events or developments after the date of this prospectus.

iii
http://www.sec.gov/Archives/edgar/data/1067983/000119312510003613/d424b2.htm
1/11/2010

Form 424bB2
Page 8 of 36
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. 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 and the information incorporated into this prospectus by reference
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 property and casualty insurance and reinsurance, utilities and energy, finance, manufacturing, services
and retailing. Included in the group of subsidiaries that underwrite property and casualty insurance and reinsurance is
GEICO, the third largest 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, Medical Protective Company, Applied Underwriters, U.S. Liability Insurance Company,
Central States Indemnity Company, Kansas Bankers Surety, Cypress Insurance Company, Boat U.S. and several other
subsidiaries referred to as the "Homestate Companies."
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 Electric and Yorkshire Electricity; MidAmerican Energy Company; 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. ("Clayton")) and transportation equipment and furniture leasing
(XTRA and CORT). McLane Company is a wholesale distributor of groceries and nonfood items to convenience stores,
wholesale clubs, mass merchandisers, quick service restaurants and others. The Marmon Group is an international
association of approximately 130 manufacturing and service businesses that operate independently within diverse business
sectors. Shaw Industries is the world's largest manufacturer of tufted broadloom carpet.
Numerous business activities are conducted through Berkshire's other manufacturing, services and retailing subsidiaries.
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, Vanity Fair, Garan, Fechheimer, H.H. Brown Shoe Group and Justin
Brands 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.

1
http://www.sec.gov/Archives/edgar/data/1067983/000119312510003613/d424b2.htm
1/11/2010

Form 424bB2
Page 9 of 36
Table of Contents
In addition, other manufacturing, service and retail businesses include: Buffalo News, a publisher of a daily and Sunday
newspaper; 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; Albecca, 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 5,700 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 and Richline Group, a leading jewelry manufacturer.
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 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 225,000 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 and an indirect wholly owned
subsidiary of Berkshire. BHFC currently charges Vanderbilt interest at a rate which is approximately 100 basis points higher
than it pays on its related debt obligations (consisting of BHFC's 4.125% Senior Notes due 2010, 4.20% Senior Notes due
2010, Floating Rate Senior Notes due 2011, 4.000% Senior Notes due 2012, 4.75% Senior Notes due 2012, 5.125% Senior
Notes due 2012, 4.50% Senior Notes due 2013, 4.60% Senior Notes due 2013, 4.625% Senior Notes due 2013, 5.0%
Senior Notes due 2013, 5.10% Senior Notes due 2014, 4.85% Senior Notes due 2015 and 5.40% Senior Notes due 2018).
BHFC's executive offices are located at 3555 Farnam Street, Omaha, Nebraska 68131, and its telephone number is
(402) 346-1400.
Proposed acquisition of Burlington Northern Santa Fe Corporation
On November 3, 2009, Berkshire entered into a merger agreement with Burlington Northern Santa Fe Corporation
("BNSF"), pursuant to which Berkshire has proposed to acquire, for cash and stock, the remaining 77.4% of the outstanding
shares of BNSF common stock that Berkshire does not already own. Following the proposed transaction, Berkshire would
hold 100% of the outstanding shares of BNSF common stock.
If the merger is completed, each share of BNSF common stock will be converted into the right to receive, at the BNSF
stockholder's election (subject to certain proration and reallocation procedures), either (i) $100.00 in cash, or (ii) a portion of
a share of Berkshire Class A common

2
http://www.sec.gov/Archives/edgar/data/1067983/000119312510003613/d424b2.htm
1/11/2010

Form 424bB2
Page 10 of 36
Table of Contents
stock equal to an exchange ratio determined by dividing $100.00 by a trading value for Berkshire Class A common stock
computed over a specified period in accordance with the merger agreement; provided, however, that above and below
specified trading values for the Berkshire Class A common stock, the exchange ratio will be a fixed number as specified in
the merger agreement.
Under the merger agreement, approximately 60% of the total merger consideration payable by Berkshire to BNSF
stockholders will be in the form of cash and approximately 40% will be in the form of Berkshire common stock. Accordingly,
the cash and stock elections that the BNSF stockholders make with respect to their shares may be subject to proration and
reallocation so as to achieve as closely as practicable this 60/40 cash-stock split.
The transaction is subject to customary closing conditions and requires approval by (i) the holders of at least 66-2/3% of the
outstanding shares of BNSF common stock not owned by Berkshire and (ii) the holders of a majority of the outstanding
shares of BNSF common stock.
If the requisite approval of the BNSF stockholders is obtained and the other conditions to close are met or waived, the
merger is expected to become effective during the first quarter of 2010.

3
http://www.sec.gov/Archives/edgar/data/1067983/000119312510003613/d424b2.htm
1/11/2010