Obligation Berkshire Hathaway Holdings Inc. 4.25% ( US084664BQ34 ) en USD

Berkshire Hathaway Holdings Inc.

100 % ▼

Etats-unis

US084664BQ34 ( en USD )

4.25% par an ( paiement semestriel )

14/01/2021 - Obligation échue

Prospectus brochure de l'obligation Berkshire Hathaway Inc US084664BQ34 en USD 4.25%, échue

2 000 USD

750 000 000 USD

084664BQ3

AA ( Haute qualité )

Aa2 ( Haute qualité )

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 US084664BQ34, paye un coupon de 4.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2021

L'Obligation émise par Berkshire Hathaway Holdings Inc. ( Etats-unis ) , en USD, avec le code ISIN US084664BQ34, 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 US084664BQ34, a été notée AA ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B2 1 d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-164611
CALCULATION OF REGISTRATION FEE

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

registered

registration fee
Floating Rate Senior Notes due 2014

$375,000,000

$43,537.50
1.500% Senior Notes due 2014

$375,000,000

$43,537.50
4.250% Senior Notes due 2021

$750,000,000

$87,075.00
Guarantee of Berkshire Hathaway Inc. of Floating Rate Senior Notes due 2014; 1.500% Senior
Notes due 2014 and $4.250% Senior Notes due 2021(1)

N/A

--
TOTAL

$1,500,000,000

$174,150.00

(1)
Pursuant to Rule 457(n), no separate fee for the guarantee is payable.
Table of Contents
Prospectus Supplement to Prospectus dated February 1, 2010
$1,500,000,000
Berkshire Hathaway Finance Corporation
$750,000,000 4.250% Senior Notes due 2021
$375,000,000 1.500% Senior Notes due 2014
$375,000,000 Floating Rate Senior Notes due 2014
Unconditionally and irrevocably guaranteed by
Berkshire Hathaway Inc.

We are offering (i) $750,000,000 of our 4.250% Senior Notes due 2021, (ii) $375,000,000 of our 1.500% Senior Notes due
2014 and (iii) $375,000,000 of our Floating Rate Senior Notes due 2014 (collectively, the "notes").
Interest on each series of notes will accrue from the date of original issuance, expected to be January 11, 2011. Interest on
the 4.250% Senior Notes due 2021 will be payable on January 15 and July 15 of each year, commencing on July 15, 2011.
Interest on the 1.500% Senior Notes due 2014 will be payable on January 10 and July 10 of each year, commencing on July 10,
2011. Interest on the Floating Rate Senior Notes due 2014 will be payable on January 10, April 10, July 10 and October 10 of
each year, commencing on April 10, 2011.
The 4.250% Senior Notes due 2021 will mature on January 15, 2021, the 1.500% Senior Notes due 2014 will mature on
January 10, 2014 and the Floating Rate Senior Notes due 2014 will mature on January 10, 2014. All of Berkshire Hathaway
Finance Corporation's obligations under the notes will be unconditionally and irrevocably guaranteed by Berkshire Hathaway Inc.
We may redeem any series of fixed rate notes, in whole or in part, at any time at the redemption prices as described under
"Description of the Notes and Guarantee--Optional Redemption." We will not have the right to redeem the floating rate 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 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.
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Final Prospectus Supplement
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
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 4.250%
Per 1.500%
Per Floating Rate
Senior Note
Senior Note
Senior Note

due 2021
due 2014
due 2014

Total

Price to Public (1)

99.645%

99.732%

100.000%
$1,496,332,500
Underwriting Discounts

0.425%

0.200%

0.200%
$
4,687,500
Proceeds, Before Expenses

99.220%

99.532%

99.800%
$1,491,645,000

(1)
Plus accrued interest from January 11, 2011, 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 Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about January
11, 2011.
Joint Book-Running Managers
Goldman, Sachs & Co.
J.P. Morgan
Wells Fargo Securities

Prospectus Supplement dated January 3, 2011
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Forward-Looking Information

S-i
About this Prospectus Supplement

S-i
Summary

S-1
Risk Factors

S-5
Use of Proceeds

S-6
Description of the Notes and Guarantee

S-7
Material United States Federal Income and Estate Tax Considerations

S-15
Underwriting

S-19
Legal Matters

S-23
Experts

S-23
Prospectus

Page
Forward-Looking Information

i
About This Prospectus

1
Where You Can Find More Information

1
Incorporation By Reference

2
Risk Factors

4
Ratio of Earnings to Fixed Charges

5
Use of Proceeds

5
Description of the Debt Securities

6
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Final Prospectus Supplement
Plan of Distribution

11
Legal Matters

12
Experts

12

You should read this prospectus supplement and the accompanying 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 supplement and the
accompanying 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 or the accompanying prospectus (as updated by this prospectus
supplement) is accurate as of any date other than the date on the front cover of this prospectus supplement, or that the information
Berkshire previously filed with the Securities and Exchange Commission (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. The business, financial condition, results of operations and prospects of Berkshire and BHFC may have
changed since those dates.
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 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 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, 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.
Unless required by law, neither BHFC nor Berkshire undertakes any obligation to publicly update or revise any forward-looking
statements to reflect events or developments after the date of this prospectus supplement.
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.
The information in this prospectus supplement is not complete and may be changed. You should rely only on the information
provided in or incorporated by reference in this prospectus supplement, the accompanying prospectus, or documents to which
BHFC and Berkshire otherwise refer you. Neither BHFC nor Berkshire is making an offer of these securities in any jurisdiction
where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement and the
accompanying prospectus, as well as information Berkshire has filed or will file with the SEC and incorporated by reference in this
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Final Prospectus Supplement
prospectus supplement and accompanying prospectus, is accurate as

S-i
Table of Contents
of the date of the applicable document or other date referred to in that document. The business, financial condition, and results of
operations of BHFC and Berkshire may have changed since that date.
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.
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-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 property and casualty insurance and reinsurance, railroads, 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, Columbia Insurance Company, National Fire & Marine Insurance Company, National Liability and Fire
Insurance Company, Wesco-Financial Insurance 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."
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.
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.) 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.
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 Inc. produces steel connector
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Final Prospectus Supplement
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.

S-1
Table of Contents
In addition, other manufacturing, service and retail businesses include: The 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 5,800 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 Berkshire's various 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. Berkshire's
businesses collectively employ approximately 260,000 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 Homes, Inc. and an indirect
wholly owned subsidiary of Berkshire. BHFC currently charges Vanderbilt interest at a rate which is either 50 or 100 basis
points higher than it pays on its related debt obligations (consisting of BHFC's Floating Rate Senior Notes due 2011, Floating
Rate Senior Notes due 2012, 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, 2.45% Senior Notes due 2015, 4.85% Senior Notes due 2015, 5.40% Senior Notes due 2018
and 5.75% Senior Notes due 2040).
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
$750,000,000 aggregate principal amount of 4.250% Senior Notes due 2021.
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Final Prospectus Supplement
$375,000,000 aggregate principal amount of 1.500% Senior Notes due 2014.
$375,000,000 aggregate principal amount of Floating Rate Senior Notes due
2014.

Offering Price
99.645% in respect of the 4.250% Senior Notes due 2021.
99.732% in respect of the 1.500% Senior Notes due 2014.
100.000% in respect of the Floating Rate Senior Notes due 2014.

Maturity Date
January 15, 2021 in respect of the 4.250% Senior Notes due 2021.
January 10, 2014 in respect of the 1.500% Senior Notes due 2014.
January 10, 2014 in respect of the Floating Rate Senior Notes due 2014.

Interest
The 4.250% Senior Notes due 2021 will bear interest at a rate per annum
equal to 4.250% payable semi-annually in arrears on January 15 and July 15
of each year, commencing on July 15, 2011.
The 1.500% Senior Notes due 2014 will bear interest at a rate per annum
equal to 1.500% payable semi-annually in arrears on January 10 and July 10
of each year, commencing on July 10, 2011.
The Floating Rate Senior Notes will bear interest at a rate per annum equal to
LIBOR plus 0.330%, payable quarterly in arrears on January 10, April 10, July
10 and October 10 of each year, commencing on April 10, 2011.

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, 2010, BHFC had no secured indebtedness
and $11.5 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

S-3
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subordinated to all existing and future indebtedness of its subsidiaries (secured
or unsecured). As of September 30, 2010, Berkshire had no secured

indebtedness and $8.4 billion of indebtedness, and its subsidiaries had $50.3
billion of indebtedness.

Optional Redemption
BHFC will have the option to redeem the fixed rate notes in whole or in part,
at any time, 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
Guarantee--Optional Redemption," the sum of the present values of the
remaining scheduled payments of principal and interest on the notes to be
redeemed, 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 Guarantee--Optional
Redemption" plus 15 basis points with respect to the 4.250% Senior Notes due
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Final Prospectus Supplement
2021 or 10 basis points with respect to the 1.500% Senior Notes due 2014, in
each case, plus accrued interest to the date on which the notes are to be
redeemed.
BHFC will not have the right to redeem the floating rate 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 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 proceeds of this offering to satisfy and retire certain
existing indebtedness of BHFC. See "Use of Proceeds."

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.

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 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.

S-5
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Final Prospectus Supplement
USE OF PROCEEDS
We intend to use all of net proceeds that we receive from the sale of the notes to satisfy and retire BHFC's existing Floating
Rate Senior Notes due 2011.

S-6
Table of Contents
DESCRIPTION OF THE NOTES AND GUARANTEE
The following description of certain material terms of the notes and the guarantee does not purport to be complete.
This description of the notes and guarantee is intended to be an overview of the material provisions of the notes and the
guarantee 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 guarantee will
be issued under an indenture, dated as of February 1, 2010, (the "indenture") among Berkshire Hathaway Inc., Berkshire Hathaway
Finance Corporation and The Bank of New York Mellon Trust Company, N.A., a New York banking corporation, as trustee (the
"trustee"). Since this description of the notes and guarantee is only a summary, we urge you to read the indenture (including
definitions of terms used therein) and the form of note and guarantee because they, and not this description, define your rights as
a beneficial holder 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 a form of the notes, including the guarantee 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 4.250% Senior Notes due 2021 and the 1.500% Senior Notes due 2014 will be referred to collectively herein as the fixed
rate notes. The Floating Rate Senior Notes due 2014 will be referred to herein as the floating rate notes. The fixed rate notes and
the floating rate notes will be collectively referred to herein as the notes.
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 $750,000,000 in the case
of the 4.250% Senior Notes due 2021, $375,000,000 in the case of the 1.500% Senior Notes due 2014 and $375,000,000 in the
case of the floating rate notes.
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 4.250% Senior Notes due 2021 will mature and become due and payable together with any
accrued and unpaid interest thereon, on January 15, 2021. The entire principal amount of the 1.500% Senior Notes due 2014 will
mature and become due and payable, together with any accrued and unpaid interest thereon, on January 10, 2014. The entire
principal amount of the floating rate notes will mature and become due and payable, together with any accrued and unpaid interest
thereon, on January 10, 2014. 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.

S-7
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Final Prospectus Supplement
Interest
Fixed Rate Notes
The 4.250% Senior Notes due 2021 will accrue interest at a rate of 4.250% per annum on their stated principal amount from
January 11, 2011, or from the most recent date to which interest has been paid or duly provided for, and accrued and unpaid
interest will be payable semi-annually in arrears on January 15 and July 15 of each year, commencing on July 15, 2011.
The 1.500% Senior Notes due 2014 will accrue interest at a rate of 1.500% per annum on their stated principal amount
from January 11, 2011, or from the most recent date to which interest has been paid or duly provided for, and accrued and unpaid
interest will be payable semi-annually in arrears on January 10 and July 10 of each year, commencing on July 10, 2011.
Interest will be paid to the person in whose name a fixed rate note is registered at the close of business on January 1 or July
1 (whether or not a business day), which we refer to as the "record dates," immediately preceding the relevant interest payment
date.
The amount of interest payable on the fixed rate 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 fixed rate 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.
Any amounts payable on any fixed rate notes that are not punctually paid on any payment date will cease to be payable to the
person in whose name such fixed rate notes are registered on the relevant record date, and such defaulted payment will instead be
payable to the person in whose name such fixed rate notes are registered on the special record date or other specified date
determined in accordance with the indenture.
Floating Rate Notes
The floating rate notes will bear interest from January 11, 2011 at a rate per annum equal to LIBOR (as defined below) plus
0.330% per annum, as determined by the calculation agent as described below.
Interest on the floating rate notes will be payable quarterly in arrears on January 10, April 10, July 10 and October 10 of each
year, commencing April 10, 2011, to the person in whose name such notes are 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).
If any interest payment date 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. 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.

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The rate of interest on the floating rate 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 floating rate 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 floating rate notes and the interest rate for each succeeding interest reset period by reference to LIBOR on the second London
business day preceding the applicable interest reset date, each of which 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.
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Final Prospectus Supplement
The interest rate for the floating rate 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 floating rate notes and on each interest reset date, that appears on the Reuters
Screen LIBOR01 Page, or any successor service, at approximately 11:00 a.m., London time, on that interest determination
date.
(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 by the calculation agent after consultation with 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 floating rate 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 interest determination date will be the arithmetic mean of those quotations. If fewer than two
quotations are provided, LIBOR will be determined for the interest reset date as the arithmetic mean of the rates quoted at
approximately 11:00 a.m., New York time, on that interest reset date, by three major banks in New York City, as selected by
the calculation agent after consultation with Berkshire for loans in U.S. dollars to leading European banks, for a period of
three months, commencing on the interest reset date, 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 by the calculation agent are not quoting as set forth above,
LIBOR for that interest determination date will remain LIBOR for the immediately preceding interest reset period, or, if there
was no preceding interest reset period, the rate of interest payable will be the initial interest rate.
Accrued interest on the floating rate notes will be calculated by multiplying the principal amount of such floating rate 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 floating rate 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).

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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 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, 2010,
we had no secured indebtedness and $11.5 billion of indebtedness.
The guarantee will be a senior unsecured obligation 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, 2010,
Berkshire had no secured indebtedness and $8.4 billion of indebtedness, and its subsidiaries had $50.3 billion of indebtedness.
Optional Redemption
Fixed Rate Notes
We will have the option to redeem the fixed rate notes in whole or in part, at any time, at a redemption price equal to the
greater of (A) 100% of the principal amount of the fixed rate notes to be redeemed or (B) as determined by the quotation agent
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