Obligation Berkshire Hathaway Financial 1.85% ( US084664CU37 ) en USD

Berkshire Hathaway Financial

91.7765 % ▼

Etats-unis

US084664CU37 ( en USD )

1.85% par an ( paiement semestriel )

11/03/2030

Prospectus brochure de l'obligation Berkshire Hathaway Finance US084664CU37 en USD 1.85%, échéance 11/03/2030

2 000 USD

500 000 000 USD

084664CU3

AA ( Haute qualité )

Aa2 ( Haute qualité )

12/03/2026 ( Dans 33 jours )

Berkshire Hathaway Finance est une filiale de Berkshire Hathaway spécialisée dans le financement d'acquisitions et de projets d'infrastructure pour les entreprises appartenant au conglomérat, offrant des solutions de financement à long terme et des facilités de crédit.

Cet article financier présente une analyse détaillée d'une obligation émise par Berkshire Hathaway Inc., un conglomérat multinational diversifié basé aux États-Unis et reconnu pour sa stabilité financière et sa gestion prudente sous la direction de Warren Buffett, avec des participations majeures dans des secteurs variés tels que l'assurance, l'énergie et le transport ferroviaire. L'instrument en question est une obligation identifiée par le code ISIN US084664CU37 et le code CUSIP 084664CU3. Libellée en dollars américains (USD), cette émission représente une taille totale de 500 000 000 USD et offre un taux d'intérêt de 1.85%, avec des paiements de coupons effectués deux fois par an. La maturité de cette obligation est fixée au 11 mars 2030, et son prix actuel sur le marché secondaire est de 90.1% de sa valeur nominale. Pour les investisseurs, la taille minimale d'achat est de 2 000 USD. Sa qualité de crédit est attestée par des notations de premier ordre : AA par l'agence Standard & Poor's (S&P) et Aa2 par l'agence Moody's, reflétant la forte capacité de Berkshire Hathaway Inc. à honorer ses engagements financiers.

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-229396
Registration Statement No. 333-229396-01
Calculation of Registration Fee

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

registered

registration fee (1)
1.850% Senior Notes due 2030

$500,000,000

$64,900
Guarantee of Berkshire Hathaway Inc. of 1.850% Senior Notes due 2030 (2)

N/A

--
TOTAL

$500,000,000

$64,900

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
(2)
Pursuant to Rule 457(n), no separate fee for the guarantee is payable.
Table of Contents
Prospectus Supplement to Prospectus dated January 28, 2019
$500,000,000
Berkshire Hathaway Finance Corporation
1.850% Senior Notes due 2030
Unconditionally and irrevocably guaranteed by
Berkshire Hathaway Inc.

We are offering $500,000,000 of our 1.850% Senior Notes due 2030 (the "notes").
Interest on the notes will accrue from the date of original issuance, expected to be March 12, 2020 and will be payable semi-annually in arrears on
March 12 and September 12 of each year, commencing on September 12, 2020.
The notes will mature on March 12, 2030. All of Berkshire Hathaway Finance Corporation's obligations under the notes will be unconditionally and
irrevocably guaranteed by Berkshire Hathaway Inc. ("Berkshire").
We may redeem the notes, in whole or in part, at any time at the redemption prices as described under "Description of the Notes and Guarantees--
Optional Redemption."
The notes will be senior unsecured indebtedness of Berkshire Hathaway Finance Corporation and will rank equally with all of its other existing and
future senior unsecured indebtedness. The guarantees will be senior unsecured obligations of Berkshire 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 may offer euro-denominated senior notes. The closing of this
offering of notes is not conditioned upon the closing of the concurrent offering of senior notes issued by Berkshire.

The risks involved in investing in our debt securities are described in the "Risk Factors" section on page S-5 of
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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 Note

Total

Initial public offering price (1)
99.900%
$499,500,000
Underwriting discount
0.350%
$
1,750,000
Proceeds, before expenses, to Berkshire Hathaway Finance Corporation
99.550%
$497,750,000

(1)
Plus accrued interest, if any, from March 12, 2020 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 March 12, 2020.

Joint Book-Running Managers

BofA Securities
Goldman Sachs & Co. LLC
J.P. Morgan

Wells Fargo Securities

Prospectus Supplement dated March 4, 2020
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-13
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, 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 (the "Act"). Forward-looking statements include statements which are predictive in nature, which depend
upon or refer to future events or conditions, and which 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 Act. 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, 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, 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, act of terrorism or cyber attack that causes losses
insured by Berkshire's insurance subsidiaries and/or losses to Berkshire's business operations, changes in laws or regulations affecting Berkshire's
insurance, railroad, utilities and energy and finance subsidiaries, 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. You are advised to consult any additional disclosures
Berkshire makes in its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SEC.
Forward-looking statements are not guarantees of future performance. Neither BHFC nor Berkshire undertakes any obligation to update or revise any
forward-looking statements to reflect events or developments after the date of this prospectus supplement, except as required by law.
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the terms of the offering of the notes and also adds to and
updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the
accompanying prospectus. The second part is the accompanying prospectus, which provides more general information. To the extent there is a conflict
between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or any
document incorporated herein and therein by reference, on the other hand, you should rely on the information contained in this prospectus supplement.
In this prospectus supplement, unless otherwise specified or the context otherwise implies, references to "dollars" and "$" are to U.S. dollars. Unless
we indicate otherwise or unless the context requires otherwise, all references in this prospectus supplement to "we," "us," "our," or similar references are
references to either Berkshire or BHFC or both. However, in the "Description of the Notes and Guarantees" and related summary sections of this
prospectus supplement, references to "we," "us," "our," or similar references are to BHFC only.
This prospectus supplement is based on information provided by us and by other sources that we believe are reliable. We cannot assure you that this
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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.

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

·
Berkshire's Annual Report on Form 10-K for the year ended December 31, 2019.
We will provide to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon written or oral request and at
no cost to such person, a copy of any or all of the information that has been incorporated by reference in this prospectus but not delivered with this
prospectus. You may request a copy of such information by writing or telephoning Berkshire at:
Berkshire Hathaway Inc.
3555 Farnam Street
Omaha, Nebraska 68131
Attn: Corporate Secretary
Tel: (402) 346-1400

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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 large number of diverse business activities
including insurance and reinsurance, freight rail transportation, utilities and energy, finance, manufacturing, service and retailing. Included in the
group of subsidiaries that underwrite insurance and reinsurance is GEICO, the second largest private passenger auto insurer in the United States and
two of the largest reinsurers in the world, General Re and the Berkshire Hathaway Reinsurance Group. Other subsidiaries that underwrite insurance
include National Indemnity Company, Columbia Insurance Company, National Fire & Marine Insurance Company, National Liability and Fire
Insurance Company, Berkshire Hathaway Homestate Insurance Company, Cypress Insurance Company, Berkshire Hathaway Specialty Insurance
Company, Medical Protective Company, the Berkshire Hathaway GUARD Insurance Companies, U.S. Liability Insurance Company, Central States
Indemnity Company, Berkshire Hathaway Life Insurance Company of Nebraska and MLMIC Insurance Company.
Burlington Northern Santa Fe, LLC ("BNSF") is a holding company that, through its subsidiaries, is engaged primarily in the freight rail
transportation business. BNSF's rail operations make up one of the largest railroad systems in North America. Berkshire Hathaway Energy Company
("BHE") is an international energy holding company owning a wide variety of operating companies engaged in the generation, transmission and
distribution of energy. Among BHE's operating energy businesses are Northern Powergrid; MidAmerican Energy Company; PacifiCorp; NV Energy;
BHE Pipeline Group; BHE Renewables; and AltaLink. In addition, BHE owns HomeServices of America, a real estate brokerage firm. McLane
Company is a wholesale distributor of groceries and nonfood items to discount retailers, convenience stores, restaurants and others. The Marmon
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Group is a global industrial organization comprising 11 diverse business sectors and more than 100 autonomous manufacturing and service
businesses. The Lubrizol Corporation is a specialty chemical company that produces and supplies chemical products for the global transportation,
industrial and consumer markets. IMC International Metalworking Companies is an industry leader in the metal cutting tools business. Precision
Castparts Corp. ("PCC") is a worldwide diversified manufacturer of complex metal components and products serving the aerospace and power and
energy markets.
Numerous business activities are conducted through Berkshire's other manufacturing, services and retailing subsidiaries. Clayton Homes offers
site built and prefabricated housing and provides consumer lending. Shaw Industries is a leading manufacturer of tufted broadloom carpet. Benjamin
Moore is a leading formulator, manufacturer and retailer of architectural coatings. Johns Manville is a leading manufacturer of insulation and building
products. Acme Building Brands is a manufacturer of face brick and concrete masonry products. MiTek produces steel connector products and
engineering software for the building components market. Fruit of the Loom, Russell Athletic, Vanity Fair, Garan, Fechheimer, H.H. Brown Shoe
Group, and Brooks manufacture, license and distribute apparel and footwear under a variety of brand names. FlightSafety International provides
training to aircraft operators. NetJets provides fractional ownership programs for general aviation aircraft. Nebraska Furniture Mart, R.C. Willey
Home Furnishings, Star Furniture and Jordan's Furniture are retailers of home furnishings. Borsheims, Helzberg Diamond Shops and Ben Bridge
Jeweler are retailers of fine jewelry.

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In addition, other manufacturing, service and retail businesses include: See's Candies, a manufacturer and seller of boxed chocolates and other
confectionery products; Scott Fetzer, a diversified manufacturer and distributor of commercial and industrial products; Larson-Juhl, a designer,
manufacturer and distributor of picture framing products; CTB International, a manufacturer of equipment for the livestock and agricultural industries;
International Dairy Queen, a licensor and service provider to over 7,000 stores that offer prepared dairy treats and food; Pampered Chef, a direct
seller of kitchen tools in the United States; Forest River, a manufacturer of leisure vehicles in the United States; Business Wire, a global distributor of
corporate news, multimedia and regulatory filings; TTI, Inc., a distributor of electronic components; XTRA, a leading provider of over-the-road
trailers for rent or lease; CORT, a leading provider of rental furniture for home and office; Richline Group, a jewelry manufacturer; Oriental Trading
Company, a direct retailer of party supplies and novelties; Charter Brokerage, a global trade services company; Berkshire Hathaway Automotive,
which includes 82 automobile dealerships located primarily in major metropolitan markets in the United States; Detlev Louis Motorrad, a leading
retailer of motorcycle apparel and equipment based in Germany; and 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 391,500 people.
Berkshire's executive offices are located at 3555 Farnam Street, Omaha, Nebraska 68131, and its telephone number is (402) 346-1400.
Berkshire Hathaway Finance Corporation
BHFC is a Delaware corporation that was created by Berkshire on August 4, 2003. Assets of BHFC consist of term loans to Vanderbilt
Mortgage and Finance, Inc. ("Vanderbilt") and 21st Mortgage Corporation ("21st Mortgage"), indirect wholly owned subsidiaries of Clayton Homes,
Inc. and indirect wholly owned subsidiaries of Berkshire. BHFC also provides financing to the tank car and crane leasing business of Berkshire's
indirect wholly owned subsidiary, UTLX Company ("UTLX"). 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.

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The Offering

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

Guarantor
Berkshire Hathaway Inc.

Securities Offered
$500,000,000 aggregate principal amount of 1.850% Senior Notes due 2030.

Offering Price
99.900%.

Maturity Date
March 12, 2030.

Interest
The notes will bear interest at a rate per annum equal to 1.850%, payable semi-annually in
arrears on March 12 and September 12 of each year, commencing on September 12, 2020.

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

Ranking
The notes will be unsecured senior obligations of BHFC, will rank pari passu in right of
payment with all of BHFC's unsubordinated, unsecured indebtedness and will be senior in
right of payment to all of its subordinated indebtedness. As of December 31, 2019, BHFC
had no secured indebtedness and $11.0 billion of indebtedness.

The guarantees will be unsecured senior obligations of Berkshire, will rank pari passu with
all of its unsubordinated, unsecured indebtedness and senior to all of its subordinated
indebtedness, and will be effectively subordinated to all of its existing and future secured

indebtedness to the extent of the assets securing such indebtedness and structurally
subordinated to all existing and future indebtedness of its subsidiaries (secured or
unsecured). As of December 31, 2019, Berkshire had no secured indebtedness and
$19.9 billion of indebtedness, and its subsidiaries had $83.5 billion of indebtedness.

Optional Redemption
We will have the option to redeem the notes, in whole or in part, at any time prior to the Par
Call Date at a redemption price equal to the greater of (A) 100% of the principal amount of
the notes to be redeemed or (B) as determined by the quotation agent and as described herein
under "Description of the Notes and Guarantees--Optional Redemption," the sum of the
present values of the remaining scheduled payments of principal and interest on the notes to
be redeemed that would be due if the notes matured on the Par Call Date, not including any
portion of such payments of interest accrued as of the date on which the notes are to be
redeemed, discounted to the date on which the notes are to be redeemed on a semi-annual
basis assuming a 360-day year consisting of twelve 30-day months, at the adjusted treasury
rate described herein under "Description of the Notes and Guarantees--Optional
Redemption" plus 15 basis points,

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plus accrued and unpaid interest to, but excluding, the date on which the notes are to be
redeemed. At any time on or after the Par Call Date, we may redeem the notes, in whole or in

part, at a redemption price equal to 100% of the principal amount of the notes to be
redeemed plus accrued and unpaid interest to the date of redemption on the principal amount
of the notes being redeemed.

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

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

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

Further Issues
We may issue additional notes from time to time after this offering without the consent of
holders of notes.

Use of Proceeds
We expect to use the net proceeds of this offering to refinance our Floating Rate Senior
Notes due 2020 ($350 million aggregate principal amount) that matured and were repaid on
January 10, 2020, and for general corporate purposes, including to make additional term
loans to Vanderbilt and 21st Mortgage. 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 common stock of Bank of America
Corporation, the parent company of BofA Securities, Inc. 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 may offer
euro-denominated senior notes. The closing of this offering of notes is not conditioned upon
the closing of the concurrent offering of senior notes issued by Berkshire.

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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 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 a new issue 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.

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USE OF PROCEEDS
We expect to use the net proceeds of this offering to refinance our Floating Rate Senior Notes due 2020 ($350 million aggregate principal amount)
that matured and were repaid on January 10, 2020, and for general corporate purposes, including to make additional term loans to Vanderbilt and 21st
Mortgage.

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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 3555 Farnam Street, Omaha, Nebraska 68131. The indenture and the forms of the notes, including the guarantees to be endorsed
thereon, are included or incorporated by reference as an exhibit to the registration statement of which this prospectus supplement forms a part.
General
The 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 $500,000,000.
We may at any time, without notice to or consent of the holders of the notes offered by this prospectus supplement, issue additional notes. Any such
additional notes will have the same ranking, interest rate, maturity date and other terms as the notes offered hereby, except for possible variations permitted
under the indenture. Any such additional notes, together with the notes offered hereby, will constitute a single series of notes under the indenture. If the
additional notes, if any, are not fungible with the notes offered hereby for U.S. federal income tax purposes, the additional notes will have separate CUSIP
and ISIN numbers.
Unless earlier redeemed, the entire principal amount of the notes will mature and become due and payable, together with any accrued and unpaid
interest thereon, on March 12, 2030. The notes will have the benefit of an unconditional and irrevocable guarantee from Berkshire.
The notes will be evidenced by one or more global notes deposited with a custodian for and registered in the name of a nominee of DTC. Except as
described herein, beneficial interests in the global notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC
and its direct and indirect participants. See "--Book-Entry Delivery and Form."
You will not have the right to cause us to repurchase the notes in whole or in part at any time before they mature. The notes are not subject to a
sinking fund provision.
Interest
The notes will accrue interest at a rate of 1.850% per annum. The notes offered by this prospectus supplement will accrue interest on their stated
principal amount from March 12, 2020, or from the most recent date to which interest has been paid or duly provided for. Accrued and unpaid interest on
the notes will be payable semi-annually in arrears on March 12 and September 12 of each year, which we refer to as "interest payment dates," commencing
on September 12, 2020.
Interest on the notes will be paid to the person in whose name a note is registered at the close of business on the March 1 and September 1 (whether
or not a business day), which we refer to as "record dates," immediately preceding the relevant interest payment date.

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The amount of interest payable on the notes for any full semi-annual interest period will be computed on the basis of a 360-day year of twelve
30-day months. The amount of interest payable for any period shorter than a full semi-annual interest period for which interest is computed will be
computed on the basis of 30-day months and, for periods of less than a month, the actual number of days elapsed per 30-day month. If any date on which
interest is payable on the notes is not a business day, then payment of the interest payable on such date will be made on the next succeeding day that is a
business day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on such interest payment
date. For purposes of this prospectus supplement, a "business day" means any day, other than a Saturday or Sunday, that is not a day on which banking
institutions in the Borough of Manhattan, The City of New York are authorized or required by law, regulation or executive order to close.
Guarantee of Notes
Berkshire will unconditionally and irrevocably guarantee the payment of all of BHFC's obligations under the notes offered hereby pursuant to a
guarantee to be endorsed on the notes offered hereby, the form of which is included in the indenture, which is filed as an exhibit to the registration
statement of which this prospectus forms a part. If we default in the payment of the principal of, or premium, if any, or interest on, the 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 the notes,
Berkshire shall be required promptly and fully to make such payment.
Ranking
The notes will be our senior unsecured obligations and will rank pari passu in right of payment with all of our unsubordinated, unsecured
indebtedness and will be senior in right of payment to all of our subordinated indebtedness. As of December 31, 2019, BHFC had no secured indebtedness
and $11.0 billion of indebtedness.
The guarantees will be senior unsecured obligations of Berkshire, will rank pari passu with all of Berkshire's unsubordinated, unsecured indebtedness
and senior to all of Berkshire's subordinated indebtedness, and will be effectively subordinated to all of Berkshire's existing and future secured
indebtedness to the extent of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness of Berkshire's
subsidiaries (secured or unsecured). As of December 31, 2019, Berkshire had no secured indebtedness and $19.9 billion of indebtedness, and its
subsidiaries had $83.5 billion of indebtedness.
Optional Redemption
We will have the option to redeem the notes in whole or in part, at any time prior to the Par Call Date, at a redemption price equal to the greater of
(A) 100% of the principal amount of the notes to be redeemed or (B) as determined by the quotation agent described below, the sum of the present values
of the remaining scheduled payments of principal and interest on the notes to be redeemed that would be due if the notes matured on the Par Call Date, not
including any portion of such payments of interest accrued as of the date on which the notes are to be redeemed, discounted to the date on which the notes
are to be redeemed on a semi-annual basis assuming a 360-day year consisting of twelve 30-day months, at the adjusted treasury rate described below plus
15 basis points, plus accrued and unpaid interest on the notes to be redeemed to, but excluding, the date on which the notes are to be redeemed.
At any time on or after the Par Call Date, we may redeem the notes, in whole or in part, at a redemption price equal to 100% of the principal amount
of the notes to be redeemed plus accrued and unpaid interest to the date of redemption on the principal amount of the notes being redeemed.
We will utilize the following procedures to calculate the adjusted treasury rate described in the previous paragraph. We will appoint BofA Securities,
Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC or their respective successors, and one or more other
primary U.S. Government

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securities dealers in New York City as reference dealers, and we will appoint BofA Securities, Inc. or its successor to act as our quotation agent. If any of
the foregoing or their respective successors are no longer a primary U.S. Government securities dealer in New York City, we will substitute another
primary U.S. Government securities dealer in New York City in its place as a reference dealer.
The quotation agent will select a United States Treasury security which has a maturity comparable to the remaining maturity of the notes to be
redeemed (assuming, for this purpose, that the notes mature on the Par Call Date) which would be used in accordance with customary financial practice to
price new issues of corporate debt securities with a maturity comparable to the remaining maturity of such notes (assuming, for this purpose, that the notes
mature on the Par Call Date). The reference dealers will provide us with the bid and asked prices for that comparable United States Treasury security as of
5:00 p.m. (New York City time) on the third business day before the redemption date. We will calculate the average of the bid and asked prices provided
by each reference dealer, eliminate the highest and the lowest reference dealer quotations and then calculate the average of the remaining reference dealer
quotations. However, if we obtain fewer than three reference dealer quotations, we will calculate the average of all the reference dealer quotations and not
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eliminate any quotations. We call this average quotation the comparable treasury price. The adjusted treasury rate with respect to the notes to be redeemed
prior to the Par Call Date will be the semi-annual equivalent yield to maturity of a security whose price is equal to the applicable comparable treasury
price, in each case expressed as a percentage of its principal amount.
"Par Call Date" means December 12, 2029. The Par Call Date is approximately three months prior to the maturity date of the notes.
We may redeem the notes at any time on a redemption date of our choice. However, we must give the holders of the notes notice of the redemption
not less than 30 days or more than 60 days before the redemption date. We will give the notice in the manner described under "--Notices." If we elect to
redeem fewer than all the notes, the particular notes to be redeemed shall be selected by lot or pursuant to applicable depositary procedures.
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 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 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.

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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

·
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.
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