On September 13, 2019, Berkshire Hathaway Inc. (“Berkshire”) issued (i) ¥108,500,000,000 aggregate principal amount of its 0.170% Senior Notes due 2024, (ii) ¥61,000,000,000 aggregate principal amount of its 0.270% Senior Notes due 2026, (iii) ¥146,500,000,000 aggregate principal amount of its 0.440% Senior Notes due 2029, (iv) ¥19,000,000,000 aggregate principal amount of its 0.787% Senior Notes due 2034, (v) ¥59,000,000,000 aggregate principal amount of its 0.965% Senior Notes due 2039 and (vi) ¥36,000,000,000 aggregate principal amount of its 1.108% Senior Notes due 2049 ((i) through (vi) collectively, the “Notes”) under a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission (the “Commission”) on January 28, 2019 (Registration No. 333-229396) (the “Registration Statement”). The Notes were sold pursuant to an underwriting agreement entered into on September 6, 2019, by and between (a) Berkshire and (b) Goldman Sachs International, J.P. Morgan Securities plc, Merrill Lynch International and Mizuho Securities USA LLC.
The Notes were issued under an Indenture, dated as of January 26, 2016, by and among Berkshire, Berkshire Hathaway Finance Corporation and The Bank of New York Mellon Trust Company, N.A. (the “Indenture”) and (i) an officers’ certificate dated as of September 13, 2019 by Berkshire with respect to its 0.170% Senior Notes due 2024 (the “2024 Notes Officers’ Certificate”), (ii) an officers’ certificate dated as of September 13, 2019 by Berkshire with respect to its 0.270% Senior Notes due 2026 (the “2026 Notes Officers’ Certificate”), (iii) an officers’ certificate dated as of September 13, 2019 by Berkshire with respect to its 0.440% Senior Notes due 2029 (the “2029 Notes Officers’ Certificate”), (iv) an officers’ certificate dated as of September 13, 2019 by Berkshire with respect to its 0.787% Senior Notes due 2034 (the “2034 Notes Officers’ Certificate”), (v) an officers’ certificate dated as of September 13, 2019 by Berkshire with respect to its 0.965% Senior Notes due 2039 (the “2039 Notes Officers’ Certificate”) and (vi) an officers’ certificate dated as of September 13, 2019 by Berkshire with respect to its 1.108% Senior Notes due 2049 (the “2049 Notes Officers’ Certificate”) ((i) through (vi) collectively, the “Officers’ Certificates”).
The relevant terms of the Notes and the Indenture are further described under the caption “Description of the Notes” in the prospectus supplement relating to the Notes, dated September 6, 2019, filed with the Commission by Berkshire on September 9, 2019, pursuant to Rule 424(b)(5) under the Securities Act and in the section entitled “Description of the Debt Securities” in the base prospectus relating to debt securities of Berkshire, dated January 28, 2019, included in the Registration Statement, which descriptions are incorporated herein by reference.
A copy of the Indenture is set forth in Exhibit 4.1 of the Registration Statement and is incorporated herein by reference. A copy of the 2024 Notes Officers’ Certificate is attached hereto as Exhibit 4.2 and is incorporated herein by reference. A copy of the 2026 Notes Officers’ Certificate is attached hereto as Exhibit 4.3 and is incorporated herein by reference. A copy of the 2029 Notes Officers’ Certificate is attached hereto as Exhibit 4.4 and is incorporated herein by reference. A copy of the 2034 Notes Officers’ Certificate is attached hereto as Exhibit 4.5 and is incorporated herein by reference. A copy of the 2039 Notes Officers’ Certificate is attached hereto as Exhibit 4.6 and is incorporated herein by reference. A copy of the 2049 Notes Officers’ Certificate is attached hereto as Exhibit 4.7 and is incorporated herein by reference. The descriptions of the Indenture, the Officers’ Certificates and the Notes in this report are summaries and are qualified in their entirety by the terms of the Indenture, the Officers’ Certificates and the Notes, respectively.