Securities Registration (section 12(b)) (8-a12b)
July 17 2019 - 11:17AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Berkshire
Hathaway Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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47-0813844
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(State of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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Berkshire Hathaway Finance Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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45-0524698
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(State of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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3555 Farnam Street
Omaha, Nebraska 68131
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class
to be so Registered
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Name of Each Exchange on Which
Each Class is to be Registered
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2.375% Senior Notes due 2039 (and the guarantee of Berkshire Hathaway Inc. related thereto)
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New York Stock Exchange LLC
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2.625% Senior Notes due 2059 (and the guarantee of Berkshire Hathaway Inc. related thereto)
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New York Stock Exchange LLC
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. ☒
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ☐
If this
form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement file number to which this form relates:
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333-229396
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(If applicable)
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Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
The securities to be registered hereunder are the 2.375% Senior Notes due 2039 (the
2039 Notes
) and the 2.625% Senior Notes due 2059
(the
2059 Notes
and together with the 2039 Notes, the
Notes
) of Berkshire Hathaway Finance Corporation (the
Company
) and the guarantee (the
Guarantee
and
together with the Notes, the
Securities
) of each of the 2039 Notes and the 2059 Notes by Berkshire Hathaway Inc. (
Berkshire
and together with the Company, the
Registrants
). The Registrants
have filed with the U.S. Securities and Exchange Commission (the
Commission
) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, a prospectus supplement dated June 12, 2019 (the
Prospectus
Supplement
) to a prospectus dated January 28, 2019 (the
Prospectus
) contained in the Registrants effective Registration Statement on Form
S-3
(Registration
No. 333-229396)
(the
Registration Statement
), which Registration Statement was filed with the Commission on January 28, 2019, relating to the Securities. The Registrants incorporate by
reference the Prospectus and the Prospectus Supplement to the extent set forth below.
Item 1.
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Description of Registrants Securities to be Registered
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The information required by this item is incorporated by reference to the information contained in the sections captioned Description of the Notes and
Guarantees in the Prospectus Supplement and Description of the Debt Securities in the Prospectus.
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Exhibit No.
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Exhibit Description
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4.1
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Indenture, dated as of January 26, 2016, by and among Berkshire Hathaway Inc., Berkshire Hathaway Finance Corporation, and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 of the
Companys Registration Statement on
Form S-3
(Registration
No. 333-229396)
filed with the Commission on January 28, 2019).
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4.2
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Officers Certificate of Berkshire Hathaway Finance Corporation, dated as of June 19, 2019, including the form of Berkshire Hathaway Finance Corporations 2.375% Senior Notes due 2039 (incorporated by reference to
Exhibit 4.2 to the Companys Current Report on
Form 8-K
filed with the Commission on June 19, 2019).
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4.3
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Officers Certificate of Berkshire Hathaway Finance Corporation, dated as of June 19, 2019, including the form of Berkshire Hathaway Finance Corporations 2.625% Senior Notes due 2059 (incorporated by reference to
Exhibit 4.3 to the Companys Current Report on
Form 8-K
filed with the Commission on June 19, 2019).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, each Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized.
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BERKSHIRE HATHAWAY INC.
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By:
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/s/ Marc D. Hamburg
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Name:
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Marc D. Hamburg
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Title:
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Senior Vice President and Chief Financial Officer
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BERKSHIRE HATHAWAY FINANCE CORPORATION
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By:
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/s/ Marc D. Hamburg
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Name:
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Marc D. Hamburg
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Title:
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President
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Date: July 17, 2019
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