SC 13G

0001193125-23-038319.txt : 20230214 0001193125-23-038319.hdr.sgml : 20230214 20230214130151 ACCESSION NUMBER: 0001193125-23-038319 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20230214 DATE AS OF CHANGE: 20230214 GROUP MEMBERS: BERKSHIRE HATHAWAY CONSOLIDATED PENSION PLAN MASTER TRUST GROUP MEMBERS: BERKSHIRE HATHAWAY LIFE INSURANCE CO OF NEBRASKA GROUP MEMBERS: BHG LIFE INSURANCE CO GROUP MEMBERS: BNSF MASTER RETIREMENT TRUST GROUP MEMBERS: BRITISH INSURANCE CO OF CAYMAN GROUP MEMBERS: COLUMBIA INSURANCE CO GROUP MEMBERS: GEICO CORP GROUP MEMBERS: GEICO MARINE INSURANCE CO GROUP MEMBERS: GEICO SECURE INSURANCE CO GROUP MEMBERS: NATIONAL FIRE & MARINE INSURANCE CO GROUP MEMBERS: NATIONAL INDEMNITY CO GROUP MEMBERS: PRECISION CASTPARTS CORP. MASTER TRUST GROUP MEMBERS: WARREN E. BUFFETT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ally Financial Inc. CENTRAL INDEX KEY: 0000040729 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 380572512 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88095 FILM NUMBER: 23626061 BUSINESS ADDRESS: STREET 1: ALLY DETROIT CENTER STREET 2: 500 WOODWARD AVE. FLOOR 10 CITY: DETROIT STATE: MI ZIP: 48226 BUSINESS PHONE: 866-710-4623 MAIL ADDRESS: STREET 1: ALLY DETROIT CENTER STREET 2: 500 WOODWARD AVE. FLOOR 10 CITY: DETROIT STATE: MI ZIP: 48226 FORMER COMPANY: FORMER CONFORMED NAME: GMAC INC. DATE OF NAME CHANGE: 20090701 FORMER COMPANY: FORMER CONFORMED NAME: GMAC LLC DATE OF NAME CHANGE: 20060720 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL MOTORS ACCEPTANCE CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERKSHIRE HATHAWAY INC CENTRAL INDEX KEY: 0001067983 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 470813844 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3555 FARNAM STREET CITY: OMAHA STATE: NE ZIP: 68131 BUSINESS PHONE: 4023461400 MAIL ADDRESS: STREET 1: 3555 FARNAM STREET CITY: OMAHA STATE: NE ZIP: 68131 FORMER COMPANY: FORMER CONFORMED NAME: NBH INC DATE OF NAME CHANGE: 19980810 SC 13G 1 d414783dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

(Amendment No. )

ALLY FINANCIAL INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

02005N100

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1 (b)

☐ Rule 13d-1 (c)

☐ Rule 13d-1 (d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)


CUSIP No. 02005N100		13G		Page 2 of 19 Pages


1	NAME OF REPORTING PERSON Warren E. Buffett
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER NONE
		6	SHARED VOTING POWER 29,800,000 shares of Common Stock
		7	SOLE DISPOSITIVE POWER NONE
		8	SHARED DISPOSITIVE POWER 29,800,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,800,000 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ Not Applicable.
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.98%
12	TYPE OF REPORTING PERSON IN


CUSIP No. 02005N100		13G		Page 3 of 19 Pages


1	NAME OF REPORTING PERSON Berkshire Hathaway Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER NONE
		6	SHARED VOTING POWER 29,800,000 shares of Common Stock
		7	SOLE DISPOSITIVE POWER NONE
		8	SHARED DISPOSITIVE POWER 29,800,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,800,000 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ Not applicable.
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.98%
12	TYPE OF REPORTING PERSON HC, CO


CUSIP No. 02005N100		13G		Page 4 of 19 Pages


1	NAME OF REPORTING PERSON National Indemnity Company
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Nebraska
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER NONE
		6	SHARED VOTING POWER 7,215,875 shares of Common Stock
		7	SOLE DISPOSITIVE POWER NONE
		8	SHARED DISPOSITIVE POWER 7,215,875 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,215,875 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ Not applicable.
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.4%
12	TYPE OF REPORTING PERSON IC, CO


CUSIP No. 02005N100		13G		Page 5 of 19 Pages


1	NAME OF REPORTING PERSON Berkshire Hathaway Life Insurance Company of Nebraska
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Nebraska
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER NONE
		6	SHARED VOTING POWER 2,803,875 shares of Common Stock
		7	SOLE DISPOSITIVE POWER NONE
		8	SHARED DISPOSITIVE POWER 2,803,875 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,803,875 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ Not applicable.
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.9%
12	TYPE OF REPORTING PERSON IC, CO


CUSIP No. 02005N100		13G		Page 6 of 19 Pages


1	NAME OF REPORTING PERSON BHG Life Insurance Company
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Nebraska
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER NONE
		6	SHARED VOTING POWER 462,875 shares of Common Stock
		7	SOLE DISPOSITIVE POWER NONE
		8	SHARED DISPOSITIVE POWER 462,875 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 462,875 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ Not applicable.
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2%
12	TYPE OF REPORTING PERSON IC, CO


CUSIP No. 02005N100		13G		Page 7 of 19 Pages


1	NAME OF REPORTING PERSON British Insurance Company of Cayman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER NONE
		6	SHARED VOTING POWER 625,000 shares of Common Stock
		7	SOLE DISPOSITIVE POWER NONE
		8	SHARED DISPOSITIVE POWER 625,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 625,000 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ Not applicable.
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2%
12	TYPE OF REPORTING PERSON IC, CO


CUSIP No. 02005N100		13G		Page 8 of 19 Pages


1	NAME OF REPORTING PERSON Columbia Insurance Company
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Nebraska
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER NONE
		6	SHARED VOTING POWER 4,228,200 shares of Common Stock
		7	SOLE DISPOSITIVE POWER NONE
		8	SHARED DISPOSITIVE POWER 4,228,200 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,228,200 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ Not applicable.
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.4%
12	TYPE OF REPORTING PERSON IC, CO


CUSIP No. 02005N100		13G		Page 9 of 19 Pages


1	NAME OF REPORTING PERSON GEICO Marine Insurance Company
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Nebraska
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER NONE
		6	SHARED VOTING POWER 703,000 shares of Common Stock
		7	SOLE DISPOSITIVE POWER NONE
		8	SHARED DISPOSITIVE POWER 703,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 703,000 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ Not applicable.
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2%
12	TYPE OF REPORTING PERSON IC, CO


CUSIP No. 02005N100		13G		Page 10 of 19 Pages


1	NAME OF REPORTING PERSON GEICO Secure Insurance Company
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Nebraska
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER NONE
		6	SHARED VOTING POWER 2,434,000 shares of Common Stock
		7	SOLE DISPOSITIVE POWER NONE
		8	SHARED DISPOSITIVE POWER 2,434,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,434,000 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ Not applicable.
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.8%
12	TYPE OF REPORTING PERSON IC, CO


CUSIP No. 02005N100		13G		Page 11 of 19 Pages


1	NAME OF REPORTING PERSON GEICO Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Nebraska
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER NONE
		6	SHARED VOTING POWER 3,137,000 shares of Common Stock
		7	SOLE DISPOSITIVE POWER NONE
		8	SHARED DISPOSITIVE POWER 3,137,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,137,000 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ Not applicable.
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.1%
12	TYPE OF REPORTING PERSON HC, CO


CUSIP No. 02005N100		13G		Page 12 of 19 Pages


1	NAME OF REPORTING PERSON National Fire & Marine Insurance Company
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Nebraska
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER NONE
		6	SHARED VOTING POWER 4,836,250 shares of Common Stock
		7	SOLE DISPOSITIVE POWER NONE
		8	SHARED DISPOSITIVE POWER 4,836,250 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,836,250 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ Not applicable.
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.6%
12	TYPE OF REPORTING PERSON IC, CO


CUSIP No. 02005N100		13G		Page 13 of 19 Pages


1	NAME OF REPORTING PERSON Berkshire Hathaway Consolidated Pension Plan Master Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER NONE
		6	SHARED VOTING POWER 9,139,880 shares of Common Stock
		7	SOLE DISPOSITIVE POWER NONE
		8	SHARED DISPOSITIVE POWER 9,139,880 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,139,880 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ Not applicable.
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.1%
12	TYPE OF REPORTING PERSON EP


CUSIP No. 02005N100		13G		Page 14 of 19 Pages


1	NAME OF REPORTING PERSON Precision Castparts Corp. Master Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Oregon
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER NONE
		6	SHARED VOTING POWER 2,879,795 shares of Common Stock
		7	SOLE DISPOSITIVE POWER NONE
		8	SHARED DISPOSITIVE POWER 2,879,795 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,879,795 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ Not applicable.
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.0%
12	TYPE OF REPORTING PERSON EP


CUSIP No. 02005N100		13G		Page 15 of 19 Pages


1	NAME OF REPORTING PERSON BNSF Master Retirement Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER NONE
		6	SHARED VOTING POWER 1,500,000 shares of Common Stock
		7	SOLE DISPOSITIVE POWER NONE
		8	SHARED DISPOSITIVE POWER 1,500,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500,000 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ Not applicable.
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.5%
12	TYPE OF REPORTING PERSON EP


				Page 16 of 19 Pages

Item 1.

(a)

Name of Issuer

Ally Financial Inc.

(b)

Address of Issuer’s Principal Executive Offices

Ally Detroit Center, 500 Woodward Ave., Detroit, MI 48226

Item 2(a). Name of Person Filing:

Item 2(b). Address of Principal Business Office:

Item 2(c). Citizenship:


Warren E. Buffett 3555 Farnam Street Omaha, Nebraska 68131 United States Citizen		Berkshire Hathaway Inc. 3555 Farnam Street Omaha, Nebraska 68131 Delaware corporation

National Indemnity Company 1314 Douglas Street Omaha, Nebraska 68102 Nebraska corporation		BNSF Master Retirement Trust c/o BNSF 2650 Lou Menk Drive Fort Worth, TX 76131 Delaware corporation

Berkshire Hathaway Life Insurance Company of Nebraska 1314 Douglas Street Omaha, NE 68102 Nebraska corporation		GEICO Marine Insurance Company One GEICO Plaza Washington, D.C. 20076 Nebraska corporation

Berkshire Hathaway Consolidated Pension Plan Master Trust c/o Berkshire Hathaway Inc. 3555 Farnam Street Omaha, NE 68131 Nebraska corporation		GEICO Secure Insurance Company One GEICO Plaza Washington, D.C. 20076 Nebraska corporation

Precision Castparts Corp. Master Trust c/o Precision Castparts Corp. 4650 SW Macadam Ave. Portland, OR 97239 Oregon corporation BHG Life Insurance Company 1314 Douglas Street Omaha, NE 68102 Nebraska corporation British Insurance Company of Cayman 1314 Douglas Street Omaha, NE 68102 Cayman Islands corporation Columbia Insurance Company 1314 Douglas Street Omaha, NE 68102 Nebraska corporation		GEICO Corporation One GEICO Plaza Washington, D.C. 20076 Delaware corporation National Fire & Marine Insurance Company 1314 Douglas Street Omaha, NE 68102 Nebraska corporation


				Page 17 of 19 Pages

(d)

Title of Class of Securities

Common Stock

(e)

CUSIP Number

02005N100

Item 3. If this statement is filed pursuant to § 240.13d-1(b), or § 240.13d-2(b) or (c), check whether the person filing is a:

Warren E. Buffett (an individual who may be deemed to control Berkshire Hathaway Inc.), Berkshire Hathaway Inc. and GEICO Corporation are each a Parent Holding Company or Control Person, in accordance with § 240.13d-1(b)(1)(ii)(G).

National Indemnity Company, Berkshire Hathaway Life Insurance Company of Nebraska, BHG Life Insurance Company, British Insurance Company of Cayman, Columbia Insurance Company, GEICO Marine Insurance Company and GEICO Secure Insurance Company are Insurance Companies as defined in section 3(a)(19) of the Act.

The Berkshire Hathaway Consolidated Pension Plan Master Trust, the Precision Castparts Corp. Master Trust and BNSF Master Retirement Trust are Employee Benefit Plans in accordance with § 240.13d-1(b)(1)(ii)(F).

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially Owned

See the Cover Pages for each of the Reporting Persons.

(b)

Percent of Class

See the Cover Pages for each of the Reporting Persons.

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote

(ii)

shared power to vote or to direct the vote


				Page 18 of 19 Pages

(iii)

sole power to dispose or to direct the disposition of

(iv)

shared power to dispose or to direct the disposition of

See the Cover Pages for each of the Reporting Persons.

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

See Exhibit A.

Item 8. Identification and Classification of Members of the Group.

See Exhibit A.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.


				Page 19 of 19 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated this 14th day of February, 2023


/s/ Warren E. Buffett
Warren E. Buffett

BERKSHIRE HATHAWAY INC.

By:		/s/ Warren E. Buffett
		Warren E. Buffett
		Chairman of the Board

NATIONAL INDEMNITY COMPANY, BERKSHIRE HATHAWAY LIFE INSURANCE COMPANY OF NEBRASKA, BERKSHIRE HATHAWAY CONSOLIDATED PENSION PLAN, PRECISION CASTPARTS CORP. MASTER TRUST, BHG LIFE INSURANCE COMPANY, BNSF MASTER RETIREMENT TRUST, BRITISH INSURANCE COMPANY OF CAYMAN, COLUMBIA INSURANCE COMPANY, GEICO CORPORATION, GEICO MARINE INSURANCE COMPANY, GEICO SECURE INSURANCE COMPANY AND NATIONAL FIRE & MARINE INSURANCE COMPANY

By:		/s/ Warren E. Buffett
		Warren E. Buffett Attorney-in-Fact

EX-99.A 2 d414783dex99a.htm EX-99.A EX-99.A

SCHEDULE 13G

EXHIBIT A

RELEVANT SUBSIDIARIES AND MEMBERS OF FILING GROUP

PARENT HOLDING COMPANIES OR CONTROL PERSONS:

Warren E. Buffett (an individual who may be deemed to control Berkshire Hathaway Inc.)

Berkshire Hathaway Inc.

GEICO Corporation

INSURANCE COMPANIES AS DEFINED IN SECTION 3(a)(19) OF THE ACT:

National Indemnity Company

Berkshire Hathaway Life Insurance Company of Nebraska

BHG Life Insurance Company

British Insurance Company of Cayman

Columbia Insurance Company

GEICO Marine Insurance Company

GEICO Secure Insurance Company

National Fire & Marine Insurance Company

EMPLOYEE BENEFIT PLANS IN ACCORDANCE WITH § 240.13d-1(b)(1)(ii)(F)

Berkshire Hathaway Consolidated Pension Plan Master Trust

Precision Castparts Corp. Master Trust

BNSF Master Retirement Trust

EX-99.B 3 d414783dex99b.htm EX-99.B EX-99.B

SCHEDULE 13G

EXHIBIT B

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

The undersigned persons hereby agree that reports on Schedule 13G, and amendments thereto, with respect to the Common Stock of Store Capital Corporation. may be filed in a single statement on behalf of each of such persons, and further, each of such persons designates Warren E. Buffett as its agent and Attorney-in-Fact for the purpose of executing any and all Schedule 13G filings required to be made by it with the Securities and Exchange Commission.


Dated: February 14, 2023						/s/ Warren E. Buffett
						Warren E. Buffett

						Berkshire Hathaway Inc.

Dated: February 14, 2023						/s/ Warren E. Buffett
						By: Warren E. Buffett Title: Chairman of the Board

						National Indemnity Company

Dated: February 14, 2023						/s/ Marc D. Hamburg
						By: Marc D. Hamburg Title: Chairman of the Board

						Berkshire Hathaway Life Insurance Company of Nebraska

Dated: February 14, 2023						/s/ Dale Geistkemper
						By: Dale Geistkemper Title: Treasurer

						Berkshire Hathaway Consolidated Pension Plan Master Trust

Dated: February 14, 2023						/s/ Mark D. Millard
						By: Mark D. Millard Title: Vice President, Berkshire Hathaway Inc.

						Precision Castparts Corp. Master Trust

Dated: February 14, 2023						/s/ Shawn Hagel
						By: Shawn Hagel Title: Senior Vice President, Precision Castparts Corp.

						BHG Life Insurance Company

Dated: February 14, 2023						/s/ Dale Geistkemper
						By: Dale Geistkemper Title: Treasurer


						British Insurance Company of Cayman

Dated: February 14, 2023						/s/ Dale Geistkemper
						By: Dale Geistkemper Title: Treasurer

						Columbia Insurance Company

Dated: February 14, 2023						/s/ Dale Geistkemper
						By: Dale Geistkemper Title: Treasurer

						GEICO Corporation

Dated: February 14, 2023						/s/ Todd A. Combs
						By: Todd A. Combs Title: President

						GEICO Marine Insurance Company

Dated: February 14, 2023						/s/ Todd A. Combs
						By: Todd A. Combs Title: President

						GEICO Secure Insurance Company

Dated: February 14, 2023						/s/ Todd A. Combs
						By: Todd A. Combs Title: President

						National Fire & Marine Insurance Company

Dated: February 14, 2023						/s/ Dale Geistkemper
						By: Dale Geistkemper Title: Treasurer

						BNSF Master Retirement Trust

Dated: February 14, 2023						/s/ Paul Bischler
						By: Paul Bischler Title: Vice President, BNSF