UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

(Amendment No. 10)

 

 

DAVITA INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

23918K108

(CUSIP Number)

MARC D. HAMBURG

BERKSHIRE HATHAWAY INC.

3555 FARNAM STREET

OMAHA, NEBRASKA 68131

(402) 346-1400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 14, 2024

(Date of Event Which Requires Filing of this Statement)

 

 

If the person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☒

 

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

1

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 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. 23918K108    SCHEDULE 13D    PAGE 2 OF 13 PAGES

 

 1   

 NAMES OF REPORTING PERSONS

 

 Warren E. Buffett

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a) ☒  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 SOURCE OF FUNDS

 

 AF

 5  

 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)

 

 ☐

 6  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 U.S. Citizen

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0 (see Item 5)

    8  

 SHARED VOTING POWER

 

 36,095,570 (see Item 5)

    9  

 SOLE DISPOSITIVE POWER

 

 0 (see Item 5)

   10  

 SHARED DISPOSITIVE POWER

 

 36,095,570 (see Item 5)

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 36,095,570 (see Item 5)

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 ☐

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 41.2% (see Item 5)

14  

 TYPE OF REPORTING PERSON*

 

 IN


CUSIP NO. 23918K108    SCHEDULE 13D    PAGE 3 OF 13 PAGES

 

 1   

 NAMES OF REPORTING PERSONS

 

 Berkshire Hathaway Inc.

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a) ☒  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 SOURCE OF FUNDS

 

 AF

 5  

 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)

 

 ☐

 6  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 State of Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 36,095,570 (see Item 5)

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 36,095,570 (see Item 5)

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 36,095,570 (see Item 5)

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 ☐

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 41.2% (see Item 5)

14  

 TYPE OF REPORTING PERSON*

 

 HC, CO


CUSIP NO. 23918K108    SCHEDULE 13D    PAGE 4 OF 13 PAGES

 

 1   

 NAMES OF REPORTING PERSONS

 

 National Indemnity Company

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a) ☒  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 SOURCE OF FUNDS

 

 AF

 5  

 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)

 

 ☐

 6  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 State of Nebraska

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 18,513,482 (see Item 5)

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 18,513,482 (see Item 5)

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 18,513,482 (see Item 5)

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 ☐

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 21.1% (see Item 5)

14  

 TYPE OF REPORTING PERSON*

 

 IC, CO


CUSIP NO. 23918K108    SCHEDULE 13D    PAGE 5 OF 13 PAGES

 

 1   

 NAMES OF REPORTING PERSONS

 

 GEICO Corporation

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a) ☒  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 SOURCE OF FUNDS

 

 AF

 5  

 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)

 

 ☐

 6  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 State of Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 18,513,482 (see Item 5)

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 18,513,482 (see Item 5)

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 18,513,482 (see Item 5)

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 ☐

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 21.1% (see Item 5)

14  

 TYPE OF REPORTING PERSON*

 

 HC, CO


CUSIP NO. 23918K108    SCHEDULE 13D    PAGE 6 OF 13 PAGES

 

 1   

 NAMES OF REPORTING PERSONS

 

 Government Employees Insurance Company

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a) ☒  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 SOURCE OF FUNDS

 

 OO

 5  

 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)

 

 ☐

 6  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 State of Nebraska

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 18,513,482 (see Item 5)

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 18,513,482 (see Item 5)

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 18,513,482 (see Item 5)

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 ☐

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 21.1% (see Item 5)

14  

 TYPE OF REPORTING PERSON*

 

 IC, CO


CUSIP NO. 23918K108    SCHEDULE 13D    PAGE 7 OF 13 PAGES

 

 1   

 NAMES OF REPORTING PERSONS

 

 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  

 SOURCE OF FUNDS

 

 OO

 5  

 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)

 

 ☐

 6  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 State of Nebraska

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 10,532,088 (see Item 5)

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 10,532,088 (see Item 5)

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 10,532,088 (see Item 5)

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 ☐

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 12.0% (see Item 5)

14  

 TYPE OF REPORTING PERSON*

 

 EP


CUSIP NO. 23918K108    SCHEDULE 13D    PAGE 8 OF 13 PAGES

 

 1   

 NAMES OF REPORTING PERSONS

 

 BNSF Master Retirement Trust

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a) ☒  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 SOURCE OF FUNDS

 

 OO

 5  

 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)

 

 ☐

 6  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 State of Texas

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 6,850,000 (see Item 5)

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 6,850,000 (see Item 5)

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 6,850,000 (see Item 5)

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 ☐

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 7.8% (see Item 5)

14  

 TYPE OF REPORTING PERSON*

 

 EP


CUSIP NO. 23918K108    SCHEDULE 13D    PAGE 9 OF 13 PAGES

 

 1   

 NAMES OF REPORTING PERSONS

 

 Scott Fetzer Company Collective Investment Trust

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a) ☒  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 SOURCE OF FUNDS

 

 OO

 5  

 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)

 

 ☐

 6  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 State of Ohio

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 0

    8  

 SHARED VOTING POWER

 

 200,000 (see Item 5)

    9  

 SOLE DISPOSITIVE POWER

 

 0

   10  

 SHARED DISPOSITIVE POWER

 

 200,000 (see Item 5)

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 200,000 (see Item 5)

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 ☐

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 0.2% (see Item 5)

14  

 TYPE OF REPORTING PERSON*

 

 EP


CUSIP NO. 23918K108    SCHEDULE 13D    PAGE 10 OF 13 PAGES

 

 1   

 NAMES OF REPORTING PERSONS

 

 R. Ted Weschler

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a) ☒  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 SOURCE OF FUNDS

 

 PF, OO

 5  

 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)

 

 ☐

 6  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 U.S. Citizen

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7   

 SOLE VOTING POWER

 

 2,039,806

    8  

 SHARED VOTING POWER

 

 0 (see Item 5)

    9  

 SOLE DISPOSITIVE POWER

 

 2,039,806

   10  

 SHARED DISPOSITIVE POWER

 

 143,374 (see Item 5)

11   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 2,183,180 (see Item 5)

12  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 ☐

13  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

 2.5% (see Item 5)

14  

 TYPE OF REPORTING PERSON*

 

 IN


CUSIP NO. 23918K108    SCHEDULE 13D/A    PAGE 11 OF 13 PAGES

 

This Amendment No. 10 to Schedule 13D amends and supplements the previously reported information set forth in the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “Commission”) on August 3, 2022, as amended (the “13D”) with respect to the shares of the Common Stock, par value $0.001 per share (“Common Stock”), of DaVita Inc. (“DVA”). This Amendment No. 10 is being filed on account of DVA’s repurchase of its shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings assigned to them in the 13D.

Item 2 of this 13D is hereby amended as follows:

Items 2(a)-(c) and (f) of this 13D are hereby amended to include the information filed on Exhibit 1 hereto concerning the name, state or other place of organization, principal business, and the address of the principal office of each of the Berkshire Entities, and the name, business address, present principal occupation or employment, and the name, principal business address of any corporation or other organization in which such employment or occupation is conducted, and the citizenship of, Mr. Buffett, Mr. Weschler and each of the executive officers and directors of the Berkshire Entities.

Items 5(a)-(b) of this 13D are hereby amended and restated as follows:

(a) Government Employees Insurance Company (“GEICO”), an insurance company, is the holder of record of 18,513,482 shares of DVA Common Stock (the “GEICO Shares”), which represents 21.1% of the outstanding DVA Common Stock. GEICO is a wholly-owned subsidiary of (and controlled by) GEICO Corp. GEICO Corp is a wholly-owned subsidiary of (and controlled by) National Indemnity Company (“NICO”), an insurance company. Thus, each of NICO and GEICO Corp may be deemed to have beneficial ownership of the GEICO Shares.

Berkshire Hathaway Consolidated Pension Plan Master Trust is the holder of record of 10,532,088 shares of DVA Common Stock, which represents 12.0% of the outstanding DVA Common Stock. BNSF Master Retirement Trust is the holder of record of 6,850,000 shares of DVA Common Stock, which represents 7.8% of the outstanding DVA Common Stock. Scott Fetzer Company Collective Investment Trust is the holder of record of 200,000 shares of DVA Common Stock, which represents 0.2% of the outstanding DVA Common Stock. Collectively, the pension plans referenced in this paragraph (the “Pension Plan Holders”) directly own 17,582,088 shares of DVA Common Stock (the “Pension Plan Shares,” and collectively with the GEICO Shares, the “Shares”), which represents 20.0% of the outstanding DVA Common Stock.


CUSIP NO. 23918K108    SCHEDULE 13D/A    PAGE 12 OF 13 PAGES

 

Mr. Buffett may be deemed to control Berkshire, which controls NICO. Thus, Mr. Buffett and Berkshire may be deemed to have beneficial ownership of the GEICO Shares.

Mr. Weschler beneficially owns 2,183,180 shares of DVA Common Stock (the “Weschler Shares”), which represents 2.5% of the outstanding DVA Common Stock. Mr. Weschler disclaims beneficial ownership of all GEICO Shares and Pension Plan Shares.

The Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed by DVA with the SEC on February 14, 2024 reports that approximately 87.7 million shares of Common Stock were issued and outstanding as of January 31, 2024. Based on this information, Berkshire has assumed that 87.7 million shares of Common Stock were issued and outstanding as of January 31, 2024 for purposes of this 13D, and all calculations of percentage ownership in this 13D are based on such assumed number of issued and outstanding shares.

(b) GEICO has both voting and investment power with respect to the GEICO Shares it owns and the Pension Plan Holders have both voting and investment power with respect to the Pension Plan Shares owned by them. However, because NICO and GEICO Corp control GEICO, NICO and GEICO Corp may be deemed to share voting and investment power with respect to the GEICO Shares. In addition, Berkshire directs the investments of NICO, GEICO Corp, and the Pension Plan Holders. Thus, Mr. Buffett, who may be deemed to control Berkshire, and Berkshire share voting power and investment power with respect to all the Shares.

Mr. Weschler has sole voting and investment power with respect to 2,039,806 of the Weschler Shares and shared dispositive (but not voting) power with respect to 143,374 of the Weschler Shares.


CUSIP NO. 23918K108    SCHEDULE 13D/A    PAGE 13 OF 13 PAGES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement on Schedule 13D is true, complete, and correct.

Dated: February 16, 2024

 

/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, BERKSHIRE HATHAWAY CONSOLIDATED PENSION PLAN MASTER TRUST, BNSF MASTER RETIREMENT TRUST, AND SCOTT FETZER COMPANY COLLECTIVE INVESTMENT TRUST
By:  

/s/ Warren E. Buffett

 

Warren E. Buffett

Attorney-in-Fact

/s/ R. Ted Weschler

R. Ted Weschler


Exhibit 1

CERTAIN INFORMATION ABOUT THE REPORTING PERSONS

AND THE EXECUTIVE OFFICERS AND DIRECTORS OF THE REPORTING PERSONS

Set forth below is information about (i) the name, state of organization, principal business, and the address of the principal office of each of the Berkshire Entities and (ii) the name and title of each executive officer and director of the Berkshire Entities, his or her business address, and his or her present principal occupation or employment, and the name, principal business, and address of any corporation or other organization in which such employment is conducted. Each natural person listed below is a citizen of the United States.

(1) Berkshire Hathaway Inc.

Berkshire Hathaway Inc., a Delaware corporation (“Berkshire”), is a holding company engaged through its subsidiaries in a number of diverse businesses, the most important of which is property and casualty insurance and reinsurance offered on both a direct and reinsurance basis through its insurance subsidiaries. The principal office of Berkshire is located at 3555 Farnam Street, Omaha, Nebraska 68131. The executive officers of Berkshire are Warren E. Buffett, Chairman and Chief Executive Officer, Gregory E. Abel, Vice Chairman – Non-Insurance Operations, Ajit Jain, Vice Chairman – Insurance Operations, Marc D. Hamburg, Senior Vice President and Chief Financial Officer, Jo Ellen Rieck, Vice President – Taxes, Daniel J. Jaksich, Vice President – Controller, and Mark D. Millard – Vice President. The directors of Berkshire are Warren E. Buffett, Gregory E. Abel, Howard G. Buffett, Susan A. Buffett, Stephen B. Burke, Susan L. Decker, Kenneth I. Chenault, Christopher C. Davis, Charlotte Guyman, Ajit Jain, Thomas Murphy, Jr., Ronald L. Olson, Wallace R. Weitz, and Meryl B. Witmer.

(2) National Indemnity Company

National Indemnity Company, a Nebraska corporation (“NICO”), is a property and casualty insurance company. The principal office of NICO is located at 1314 Douglas Street, Omaha, Nebraska 68102. The executive officers of NICO are Donald F. Wurster, President, Ajit Jain, Executive Vice President, Scott R. Doerr, Senior Vice President, Brian G. Snover, Senior Vice President – Secretary, and Dale Geistkemper, Treasurer. The directors of NICO are Donald F. Wurster, Dale Geistkemper, Marc D. Hamburg, Ajit Jain, Brian G. Snover, Bruce J. Byrnes, and Daniel J. Jaksich.

(3) GEICO Corporation

GEICO Corporation, a Delaware corporation (“GEICO Corp”) is an intermediate holding company which is a direct wholly-owned subsidiary of NICO. The principal office of GEICO Corp is located at 5260 Western Avenue, Chevy Chase, Maryland 20815. The executive officers of GEICO Corp are Todd A. Combs, CEO, Jonathan Shafner, Vice President – General Counsel and Alison Fazio, Senior Vice President – CFO. The Directors of GEICO Corp are Warren E. Buffett and Marc D. Hamburg.

(4) Government Employees Insurance Company

Government Employees Insurance Company, a Maryland corporation (“GEICO”), is a property and casualty insurance company. The principal office of GEICO is 5260 Western Avenue, Chevy Chase, MD 20815. The executive officers of GEICO are Todd A. Combs, CEO, Alison Fazio, Senior Vice President – CFO, and Nancy L. Pierce, Executive Vice President. The directors of GEICO are Seth M. Ingall, Nancy L. Pierce, Alison Fazio, Daniel J. Jaksich, John W. Pham and Todd A. Combs.


Name   

Principal Occupation

  

Business Address

Howard G. Buffett    President of Buffett Farms    407 Southmoreland Place, Decatur, Illinois 62521
Susan A. Buffett    Chairman of the Susan A. Buffett Foundation and the Sherwood Foundation, each of which is a grant-making foundation    808 Conagra Drive, Omaha, NE 68102
Warren E. Buffett    Chairman and Chief Executive Officer of Berkshire    3555 Farnam Street, Omaha, NE 68131
Stephen B. Burke    Former Chairman and CEO of NBC Universal, a media and entertainment company    30 Rockefeller Plaza, New York, NY 10112
Bruce J. Byrnes    Vice President of NICO    1314 Douglas Street, Omaha, NE 68132
Christopher C. Davis    Chairman of Davis Advisors, an investment management and counseling firm    620 Fifth Avenue, New York, NY 10020
Susan L. Decker    CEO of Raftr, a digital media product    2700 Pierce Street, San Francisco, CA 94123
Scott R. Doerr    Senior Vice President of NICO    1314 Douglas Street, Omaha, NE 68102
Dale Geistkemper    Treasurer of National Indemnity Company    1314 Douglas Street, Omaha, NE 68102
Charlotte Guyman    Former general manager with Microsoft Corporation    1127 Evergreen Point Road, Medina, WA 98039
Marc D. Hamburg    Senior Vice President and Chief Financial Officer of Berkshire    3555 Farnam Street, Omaha, NE 68131
Kenneth I. Chenault    Managing Director of General Catalyst, a venture capital firm    434 Broadway, New York, NY 10013
Todd A. Combs    President, CEO of GEICO    5260 Western Avenue, Chevy Chase, MD 20815
Gregory E. Abel    Vice Chairman – Non-Insurance Operations of Berkshire    3555 Farnam Street, Omaha, NE 68131
Seth M. Ingall    Senior Vice President, GEICO    5260 Western Avenue, Chevy Chase, MD 20815
Ajit Jain    Vice Chairman – Insurance Operations of Berkshire and Executive Vice President of NICO    1314 Douglas Street, Omaha, NE 68102
Daniel J. Jaksich    Vice President – Controller of Berkshire    3555 Farnam Street, Omaha, NE 68131
Mark D. Millard    Vice President of Berkshire    3555 Farnam Street, Omaha, NE 68131
John W. Pham    Senior Vice President, GEICO    5260 Western Avenue, Chevy Chase, MD 20815
Thomas Murphy, Jr.    Co-Founder, Crestview Partners, a private equity firm    590 Madison Avenue, New York, NY 10022


Ronald L. Olson    Partner in the law firm of Munger, Tolles & Olson LLP    350 South Grand Avenue, Los Angeles, California 90071
Nancy L. Pierce    Senior Vice President, GEICO    5260 Western Avenue, Chevy Chase, MD 20815
Jonathan Shafner    Vice President – General Counsel, GEICO    5260 Western Avenue, Chevy Chase, MD 20815
Brian G. Snover    Senior Vice President of NICO    1314 Douglas Street, Omaha, NE 68102
Alison Fazio    Senior Vice President – CFO    5260 Western Avenue, Chevy Chase, MD 20815
Wallace R. Weitz    President, Weitz Investment Management    1125 S. 103rd Street, Omaha, NE 68124
Meryl B. Witmer    Managing member of the General Partner of Eagle Capital Partner, an investment partnership    655 Third Avenue, New York, NY 10017
Donald F. Wurster    President of NICO    1314 Douglas Street, Omaha, NE 68102
Jo Ellen Rieck    Vice President – Taxes of Berkshire    3555 Farnam Street, Omaha, NE 68131


Set forth below is information about the name, state of organization, and the address of the principal office of each of the Pension Plan Holders. Each of the Pension Plan Holders is an employee benefit plan of a Berkshire subsidiary.

 

BNSF Master Retirement Trust

c/o BNSF Railway

2650 Lou Menk Drive

Fort Worth, TX 76131

Texas

  

Berkshire Hathaway Consolidated Pension Plan Master Trust

c/o Berkshire Hathaway Inc.

3555 Farnam Street

Omaha, NE 68131

Nebraska

Scott Fetzer Company Collective Investment Trust

c/o Scott Fetzer Companies

28800 Clemens Road

Westlake, OH 44145

Ohio

  


EXHIBIT INDEX

 

Exhibit

No.

   Description of Exhibit
(A)    Joint Filing Agreement required by Rule 13d-1(k)(1) (incorporated by reference to Exhibit A to the Schedule 13D filed by the Reporting Persons with the SEC on August 11, 2017)
(B)    Letter Agreement, dated May 7, 2013, by and between DaVita Inc. (f/k/a DaVita HealthCare Partners Inc.) and Berkshire Hathaway Inc. (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by DVA with the SEC on May 7, 2013)
(C)    Letter Agreement, dated May 24, 2013, by and between Berkshire Hathaway Inc. and R. Ted Weschler (incorporated by reference to Exhibit C to the Schedule 13D filed by the Reporting Persons with the SEC on August 11, 2017)
(D)    Amended and Restated Letter Agreement, dated February 9, 2022, by and between DaVita Inc. and Berkshire Hathaway Inc. (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by DVA with the SEC on February 9, 2022)

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