SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on February 16, 2021
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. 2)
AXALTA COATINGS SYSTEMS LTD.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
G0750C108
(CUSIP Number)
December 31, 2020
(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 persons 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. |
G0750C108 | 13G | Page 2 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON
Warren E. Buffett |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
|
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE |
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| 6 | SHARED VOTING POWER
23,420,000 shares of Common Stock |
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| 7 | SOLE DISPOSITIVE POWER
NONE |
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| 8 | SHARED DISPOSITIVE POWER
23,420,000 shares of Common Stock |
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| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,420,000 shares of Common Stock |
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| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
Not applicable. |
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| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9% |
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| 12 | TYPE OF REPORTING PERSON
IN |
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| CUSIP No. |
G0750C108 | 13G | Page 3 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON
Berkshire Hathaway Inc. |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
|
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE |
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| 6 | SHARED VOTING POWER
23,420,000 shares of Common Stock |
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| 7 | SOLE DISPOSITIVE POWER
NONE |
|||||
| 8 | SHARED DISPOSITIVE POWER
23,420,000 shares of Common Stock |
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| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,420,000 shares of Common Stock |
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| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
Not applicable. |
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| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9% |
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| 12 | TYPE OF REPORTING PERSON
HC, CO |
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| CUSIP No. |
G0750C108 | 13G | Page 4 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON
National Indemnity Company |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
|
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE |
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| 6 | SHARED VOTING POWER
20,940,000 shares of Common Stock |
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| 7 | SOLE DISPOSITIVE POWER
NONE |
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| 8 | SHARED DISPOSITIVE POWER
20,940,000 shares of Common Stock |
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| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,940,000 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
8.9% |
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| 12 | TYPE OF REPORTING PERSON
IC, CO |
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| CUSIP No. |
G0750C108 | 13G | Page 5 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON
GEICO Corporation |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
|
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE |
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| 6 | SHARED VOTING POWER
20,546,957 shares of Common Stock |
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| 7 | SOLE DISPOSITIVE POWER
NONE |
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| 8 | SHARED DISPOSITIVE POWER
20,546,957 shares of Common Stock |
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| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,546,957 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
8.7% |
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| 12 | TYPE OF REPORTING PERSON
HC, CO |
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| CUSIP No. |
G0750C108 | 13G | Page 6 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON
Government Employees Insurance Company |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
|
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE |
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| 6 | SHARED VOTING POWER
20,000,000 shares of Common Stock |
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| 7 | SOLE DISPOSITIVE POWER
NONE |
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| 8 | SHARED DISPOSITIVE POWER
20,000,000 shares of Common Stock |
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| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000,000 shares of Common Stock |
|||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
Not applicable. |
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| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.5% |
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| 12 | TYPE OF REPORTING PERSON
IC, CO |
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| CUSIP No. |
G0750C108 | 13G | Page 7 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON
GEICO Advantage Insurance Company |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
|
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE |
||||
| 6 | SHARED VOTING POWER
546,957 shares of Common Stock |
|||||
| 7 | SOLE DISPOSITIVE POWER
NONE |
|||||
| 8 | SHARED DISPOSITIVE POWER
546,957 shares of Common Stock |
|||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
546,957 shares of Common Stock |
|||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
Not applicable. |
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| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% |
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| 12 | TYPE OF REPORTING PERSON
IC, CO |
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| CUSIP No. |
G0750C108 | 13G | Page 8 of 12 Pages |
| 1 |
NAME OF REPORTING PERSON
Berkshire Hathaway Consolidated Pension Plan Master Trust |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
|
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| 3 | SEC USE ONLY
|
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE |
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| 6 | SHARED VOTING POWER
2,480,000 shares of Common Stock |
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| 7 | SOLE DISPOSITIVE POWER
NONE |
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| 8 | SHARED DISPOSITIVE POWER
2,480,000 shares of Common Stock |
|||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,480,000 shares of Common Stock |
|||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
Not applicable. |
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| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.1% |
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| 12 | TYPE OF REPORTING PERSON
EP |
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Page 9 of 12 Pages
Item 1.
| (a) | Name of Issuer |
Axalta Coatings Systems Ltd.
| (b) | Address of Issuers Principal Executive Offices |
2001 Market Street, Philadelphia, PA 19103
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 3024 Harney Street Omaha, Nebraska 68131 Nebraska corporation
|
GEICO Corporation One GEICO Plaza Washington, DC 20076 Delaware corporation
|
|
| Government Employees Insurance Company One GEICO Plaza Washington, DC 20076 Nebraska corporation
|
GEICO Advantage Insurance Company One GEICO Plaza Washington, DC 20076 Nebraska corporation
|
|
| Berkshire Hathaway Consolidated Pension Plan Master Trust c/o Berkshire Hathaway Inc. 3555 Farnam Street Omaha, NE 68131 Nebraska |
Page 10 of 12 Pages
| (d) | Title of Class of Securities |
Common Stock
| (e) | CUSIP Number |
G0750C108
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, Government Employees Insurance Company and GEICO Advantage Insurance Company are each an Insurance Company as defined in section 3(a)(19) of the Act.
The Berkshire Hathaway Consolidated Pension Plan Master Trust is an Employee Benefit Plan 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 11 of 12 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 12 of 12 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 16th day of February, 2021
| /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, GEICO CORPORATION, GOVERNMENT EMPLOYEES INSURANCE COMPANY, GEICO ADVANTAGE INSURANCE COMPANY AND BERKSHIRE HATHAWAY CONSOLIDATED PENSION PLAN MASTER TRUST | ||
| By | /s/ Warren E. Buffett |
|
| Warren E. Buffett | ||
| Attorney-in-Fact | ||
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
Government Employees Insurance Company
GEICO Advantage Insurance Company
EMPLOYEE BENEFIT PLANS IN ACCORDANCE WITH § 240.13d-1-(b)(1)(ii)(F)
Berkshire Hathaway Consolidated Pension Plan Master Trust
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 Axalta Coatings Systems Ltd. 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 16, 2021 | /s/ Warren E. Buffett |
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| Warren E. Buffett | ||||
| Berkshire Hathaway Inc. | ||||
| Dated: February 16, 2021 | /s/ Warren E. Buffett |
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| By: Warren E. Buffett | ||||
| Title: Chairman of the Board | ||||
| National Indemnity Company | ||||
| Dated: February 16, 2021 | /s/ Marc D. Hamburg |
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| By: Marc D. Hamburg | ||||
| Title: Chairman of the Board | ||||
| GEICO Corporation | ||||
| Dated: February 16, 2021 | /s/ Todd A. Combs |
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| By: Todd A. Combs | ||||
| Title: President | ||||
| Government Employees Insurance Company | ||||
| Dated: February 16, 2021 | /s/ Todd A. Combs |
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| By: Todd A. Combs | ||||
| Title: President | ||||
| GEICO Advantage Insurance Company | ||||
| Dated: February 16, 2021 | /s/ Todd A. Combs |
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| By: Todd A. Combs | ||||
| Title: President | ||||
| Berkshire Hathaway Consolidated Pension Plan Master Trust | ||||
| Dated: February 16, 2021 | /s/ Mark D. Millard |
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| By: Mark D. Millard | ||||
| Title: Vice President, Berkshire Hathaway Inc. | ||||