exv4w6



 





 




    Exhibit
    4.6



 




    BERKSHIRE
    HATHAWAY FINANCE CORPORATION



 



    OFFER TO EXCHANGE



 



    $750,000,000 principal amount
    of its 5.125% Senior Notes Due 2012




    unconditionally guaranteed by
    Berkshire Hathaway Inc., which have been registered




    under the Securities Act of
    1933, for any and all 5.125% Senior Notes Due
    2012,




    unconditionally guaranteed by
    Berkshire Hathaway Inc.



 



              ,
    2007



 



    To Our Clients:



 



    Enclosed for your consideration are the Prospectus,
    dated          ,
    2007 (as the same may be amended and supplemented from time to
    time, the “Prospectus”), and the related Letter of
    Transmittal (which together with the Prospectus constitutes the
    “Exchange Offer”), in connection with the offer by
    Berkshire Hathaway Finance Corporation, a Delaware corporation
    (the “Company”), to exchange the Company’s new
    5.125% Senior Notes Due 2017 (the “Exchange
    Notes”) which have been registered under the Securities Act
    of 1933, as amended (the “Securities Act”), for any
    and all of the Company’s outstanding 5.125% Senior
    Notes Due 2012 (the “Outstanding Notes”), upon the
    terms and subject to the conditions set forth in the Exchange
    Offer. The Exchange Offer will expire at 5:00 p.m. New York
    City time,
    on          ,
    2007, unless extended (the “Expiration Date”).



 



    We are holding Outstanding Notes for your account. An exchange
    of the Outstanding Notes can be made only by us and pursuant to
    your instructions. The Letter of Transmittal is furnished to you
    for your information only and cannot be used by you to exchange
    the Outstanding Notes held by us for your account. The Exchange
    Offer provides a procedure for holders to tender by means of
    guaranteed delivery.



 



    We request information as to whether you wish us to exchange any
    or all of the Outstanding Notes held by us for your account upon
    the terms and subject to the conditions of the Exchange Offer.



 



    Your attention is directed to the following;



 


			
	 	    1. 
	
    The forms and terms of the Exchange Notes are the same in all
    material respects as the forms and terms of the Outstanding
    Notes (which they replace), except that the Exchange Notes have
    been registered under the Securities Act. The Exchange Notes
    will bear interest from the most recent interest payment date to
    which interest has been paid on the Outstanding Notes or, if no
    interest has been paid, from September 19, 2007.

	 
	 	    2. 
	
    Based on an interpretation by the staff of the Division of
    Corporation Finance of the Securities and Exchange Commission
    (the “SEC”), as set forth in certain interpretive
    letters addressed to third parties in other transactions,
    Exchange Notes issued pursuant to the Exchange Offer in exchange
    for Outstanding Notes may be offered for resale, resold and
    otherwise transferred by a holder thereof (other than a holder
    which is an “affiliate” of the Company within the
    meaning of Rule 405 under the Securities Act or a
    “broker” or “dealer” registered under the
    Securities Exchange Act of 1934, as amended (the “Exchange
    Act”)) without compliance with the registration and
    prospectus delivery provisions of the Securities Act, provided
    that such Exchange Notes are acquired in the ordinary course of
    such holder’s business and such holder is not engaging,
    does not intend to engage, and has no arrangement or
    understanding with any person to participate, in the
    distribution of such Exchange Notes. See
    “Shearman & Sterling,” SEC No-Action Letter
    (available July 2, 1993), “Morgan Stanley & Co.,
    Inc.,” SEC No-Action Letter (available June 5, 1991)
    and “Exxon Capital Holdings Corporation,” SEC
    No-Action Letter (available May 13, 1988). Accordingly,
    each broker-dealer that receives Exchange Notes for its own
    account pursuant to the Exchange Offer must acknowledge that it
    will deliver a Prospectus in connection with any resale of those
    Exchange Notes.

	 
	 	    3. 
	
    The Exchange Offer is not conditioned on any minimum aggregate
    principal amount of Outstanding Notes being tendered.
    Outstanding Notes may be tendered by each holder in a minimum
    aggregate principal amount of $1,000 and integral multiples of
    $1,000 in excess thereof.














 





			
	 	    4. 
	
    Notwithstanding any other provisions of the Exchange Offer, or
    any extension of the Exchange Offer, the Company will not be
    required to accept for exchange, or to exchange any Exchange
    Notes for, any Outstanding Notes and may terminate the Exchange
    Offer (whether or not any Outstanding Notes have been accepted
    for exchange) or may waive any conditions to or amend the
    Exchange Offer, if any of the conditions described in the
    Prospectus under “The Exchange Offer — Conditions
    to the Exchange Offer” have occurred or exist or have not
    been satisfied.

	 
	 	    5. 
	
    Tendered Outstanding Notes may be withdrawn at any time prior to
    5:00 p.m., New York City time, on the Expiration Date, if
    such Outstanding Notes have not previously been accepted for
    exchange pursuant to the Exchange Offer.

	 
	 	    6. 
	
    Any transfer taxes applicable to the exchange of Outstanding
    Notes pursuant to the Exchange Offer will be paid by the
    Company, except as otherwise provided in the Letter of
    Transmittal.




 



    If you wish to have us tender any or all of your Outstanding
    Notes, please so instruct us by completing and returning to us
    the instruction form attached hereto. If you authorize a tender
    of your Outstanding Notes, the entire principal amount of
    Outstanding Notes held for your account will be tendered unless
    otherwise specified on the instruction form. Your instructions
    should be forwarded to us in ample time to permit us to submit a
    tender on your behalf by the Expiration Date.



 



    The Exchange Offer is not being made to, nor will tenders be
    accepted from or on behalf of, holders of the Outstanding Notes
    in any jurisdiction in which the making of the Exchange Offer or
    acceptance thereof would not he in compliance with the laws of
    such jurisdiction or would otherwise not be in compliance with
    any provision of any applicable securities law.




    

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