SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule13d-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. )
THE BANK OF NEW YORK MELLON CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
064058100
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule13d-1 (b)
☐ Rule13d-1 (c)
☐ Rule13d-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.)
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CUSIP No. 064058100 | | 13G | | Page 2 of 50 Pages |
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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 60,818,783 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 60,818,783 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 60,818,783 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 5.9% |
12 | | TYPE OF REPORTING PERSON IN |
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CUSIP No. 064058100 | | 13G | | Page 3 of 50 Pages |
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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 60,818,783 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 60,818,783 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 60,818,783 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 5.9% |
12 | | TYPE OF REPORTING PERSON HC, CO |
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CUSIP No. 064058100 | | 13G | | Page 4 of 50 Pages |
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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 33,763,071 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 33,763,071 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,763,071 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 3.3% |
12 | | TYPE OF REPORTING PERSON IC, CO |
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CUSIP No. 064058100 | | 13G | | Page 5 of 50 Pages |
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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 Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER NONE |
| 6 | | SHARED VOTING POWER 6,160,384 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 6,160,384 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,160,384 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 0.6% |
12 | | TYPE OF REPORTING PERSON HC, CO |
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CUSIP No. 064058100 | | 13G | | Page 6 of 50 Pages |
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1 | | NAME OF REPORTING PERSON Government Employees 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 Maryland |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER NONE |
| 6 | | SHARED VOTING POWER 6,160,384 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 6,160,384 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,160,384 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 0.6% |
12 | | TYPE OF REPORTING PERSON IC, CO |
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CUSIP No. 064058100 | | 13G | | Page 7 of 50 Pages |
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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 5,545,000 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 5,545,000 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,545,000 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 IC, CO |
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CUSIP No. 064058100 | | 13G | | Page 8 of 50 Pages |
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1 | | NAME OF REPORTING PERSON Berkshire Hathaway Assurance 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 5,088,000 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 5,088,000 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,088,000 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 IC, CO |
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CUSIP No. 064058100 | | 13G | | Page 9 of 50 Pages |
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1 | | NAME OF REPORTING PERSON Finial Reinsurance 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 Connecticut |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER NONE |
| 6 | | SHARED VOTING POWER 1,106,000 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 1,106,000 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,106,000 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 0.1% |
12 | | TYPE OF REPORTING PERSON IC, CO |
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CUSIP No. 064058100 | | 13G | | Page 10 of 50 Pages |
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1 | | NAME OF REPORTING PERSON National Indemnity Company of the South |
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 Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER NONE |
| 6 | | SHARED VOTING POWER 388,000 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 388,000 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 388,000 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 Less than 0.1% |
12 | | TYPE OF REPORTING PERSON IC, CO |
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CUSIP No. 064058100 | | 13G | | Page 11 of 50 Pages |
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1 | | NAME OF REPORTING PERSON Berkshire Hathaway Specialty 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 10,839,000 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 10,839,000 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,839,000 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 IC, CO |
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CUSIP No. 064058100 | | 13G | | Page 12 of 50 Pages |
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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 3,854,463 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 3,854,463 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,854,463 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 0.4% |
12 | | TYPE OF REPORTING PERSON IC, CO |
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CUSIP No. 064058100 | | 13G | | Page 13 of 50 Pages |
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1 | | NAME OF REPORTING PERSON Redwood Fire & Casualty 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 2,064,800 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 2,064,800 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,064,800 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 |
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CUSIP No. 064058100 | | 13G | | Page 14 of 50 Pages |
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1 | | NAME OF REPORTING PERSON National Indemnity Company of Mid America |
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 Iowa |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER NONE |
| 6 | | SHARED VOTING POWER 568,400 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 568,400 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 568,400 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 Less than 0.1% |
12 | | TYPE OF REPORTING PERSON IC, CO |
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CUSIP No. 064058100 | | 13G | | Page 15 of 50 Pages |
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1 | | NAME OF REPORTING PERSON Oak River 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 746,000 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 746,000 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 746,000 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 0.1% |
12 | | TYPE OF REPORTING PERSON IC, CO |
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CUSIP No. 064058100 | | 13G | | Page 16 of 50 Pages |
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1 | | NAME OF REPORTING PERSON AmGUARD 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 Pennsylvania |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER NONE |
| 6 | | SHARED VOTING POWER 132,000 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 132,000 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 132,000 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 Less than 0.1% |
12 | | TYPE OF REPORTING PERSON IC, CO |
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CUSIP No. 064058100 | | 13G | | Page 17 of 50 Pages |
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1 | | NAME OF REPORTING PERSON NorGUARD 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 Pennsylvania |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER NONE |
| 6 | | SHARED VOTING POWER 132,000 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 132,000 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 132,000 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 Less than 0.1% |
12 | | TYPE OF REPORTING PERSON IC, CO |
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CUSIP No. 064058100 | | 13G | | Page 18 of 50 Pages |
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1 | | NAME OF REPORTING PERSON Berkshire Hathaway Homestate 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 2,148,000 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 2,148,000 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,148,000 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 |
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CUSIP No. 064058100 | | 13G | | Page 19 of 50 Pages |
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1 | | NAME OF REPORTING PERSON Berkshire Hathaway Direct 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 Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER NONE |
| 6 | | SHARED VOTING POWER 132,000 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 132,000 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 132,000 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 Less than 0.1% |
12 | | TYPE OF REPORTING PERSON IC, CO |
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CUSIP No. 064058100 | | 13G | | Page 20 of 50 Pages |
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1 | | NAME OF REPORTING PERSON National Liability & Fire 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 Connecticut |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER NONE |
| 6 | | SHARED VOTING POWER 2,140,000 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 2,140,000 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,140,000 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 |
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CUSIP No. 064058100 | | 13G | | Page 21 of 50 Pages |
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1 | | NAME OF REPORTING PERSON Cypress 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 California |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER NONE |
| 6 | | SHARED VOTING POWER 776,000 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 776,000 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 776,000 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 0.1% |
12 | | TYPE OF REPORTING PERSON IC, CO |
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CUSIP No. 064058100 | | 13G | | Page 22 of 50 Pages |
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1 | | NAME OF REPORTING PERSON Medical Protective 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 Indiana |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER NONE |
| 6 | | SHARED VOTING POWER 7,319,000 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 7,319,000 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,319,000 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 0.7% |
12 | | TYPE OF REPORTING PERSON IC, CO |
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CUSIP No. 064058100 | | 13G | | Page 23 of 50 Pages |
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1 | | NAME OF REPORTING PERSON The Medical Protective 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 Indiana |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER NONE |
| 6 | | SHARED VOTING POWER 6,677,000 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 6,677,000 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,677,000 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 0.7% |
12 | | TYPE OF REPORTING PERSON IC, CO |
| | | | |
CUSIP No. 064058100 | | 13G | | Page 24 of 50 Pages |
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1 | | NAME OF REPORTING PERSON Princeton 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 New Jersey |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER NONE |
| 6 | | SHARED VOTING POWER 642,000 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 642,000 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 642,000 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 0.1% |
12 | | TYPE OF REPORTING PERSON IC, CO |
| | | | |
CUSIP No. 064058100 | | 13G | | Page 25 of 50 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 1,793,915 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 1,793,915 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,793,915 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. 064058100 | | 13G | | Page 26 of 50 Pages |
| | | | | | |
1 | | NAME OF REPORTING PERSON Old United Casualty 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 Kansas |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER NONE |
| 6 | | SHARED VOTING POWER 268,000 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 268,000 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 268,000 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 Less than 1% |
12 | | TYPE OF REPORTING PERSON IC, CO |
| | | | |
CUSIP No. 064058100 | | 13G | | Page 27 of 50 Pages |
| | | | | | |
1 | | NAME OF REPORTING PERSON Brilliant National Services, 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 111,000 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 111,000 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 111,000 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 Less than 1% |
12 | | TYPE OF REPORTING PERSON CO |
| | | | |
CUSIP No. 064058100 | | 13G | | Page 28 of 50 Pages |
| | | | | | |
1 | | NAME OF REPORTING PERSON NRG America Holding 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 Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER NONE |
| 6 | | SHARED VOTING POWER 214,000 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 214,000 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 214,000 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 Less than 1% |
12 | | TYPE OF REPORTING PERSON CO |
| | | | |
CUSIP No. 064058100 | | 13G | | Page 29 of 50 Pages |
| | | | | | |
1 | | NAME OF REPORTING PERSON MPP Company 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 Kansas |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER NONE |
| 6 | | SHARED VOTING POWER 1,092,000 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 1,092,000 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,092,000 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% |
12 | | TYPE OF REPORTING PERSON CO |
| | | | |
CUSIP No. 064058100 | | 13G | | Page 30 of 50 Pages |
| | | | | | |
1 | | NAME OF REPORTING PERSON Berkshire Hathaway Consolidated Pension Plan |
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 1,152,792 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 1,152,792 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,152,792 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 0.1% |
12 | | TYPE OF REPORTING PERSON EP |
| | | | |
CUSIP No. 064058100 | | 13G | | Page 31 of 50 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 Texas |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER NONE |
| 6 | | SHARED VOTING POWER 412,657 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 412,657 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 412,657 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 Less than 0.1% |
12 | | TYPE OF REPORTING PERSON EP |
| | | | |
CUSIP No. 064058100 | | 13G | | Page 32 of 50 Pages |
| | | | | | |
1 | | NAME OF REPORTING PERSON GEICO Corporation Pension Plan 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 Maryland |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER NONE |
| 6 | | SHARED VOTING POWER 2,800,000 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 2,800,000 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,800,000 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 0.3% |
12 | | TYPE OF REPORTING PERSON EP |
| | | | |
CUSIP No. 064058100 | | 13G | | Page 33 of 50 Pages |
| | | | | | |
1 | | NAME OF REPORTING PERSON Johns Manville Corporation Pension 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 Colorado |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5 | | SOLE VOTING POWER NONE |
| 6 | | SHARED VOTING POWER 2,795,300 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 2,795,300 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,795,300 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 0.3% |
12 | | TYPE OF REPORTING PERSON EP |
| | | | |
CUSIP No. 064058100 | | 13G | | Page 34 of 50 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 350,500 shares of Common Stock |
| 7 | | SOLE DISPOSITIVE POWER NONE |
| 8 | | SHARED DISPOSITIVE POWER 350,500 shares of Common Stock |
9 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 350,500 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 Less than 0.1% |
12 | | TYPE OF REPORTING PERSON EP |
Item 1.
The Bank of New York Mellon Corporation
| (b) | Address of Issuer’s Principal Executive Offices |
225 Liberty Street, New York, NY 10286
Item 2(a). Name of Person Filing:
Item 2(b). Address of Principal Business Office:
Item 2©. 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 | | National Liability & Fire Insurance Company 1314 Douglas Street Omaha, NE 68102 Connecticut corporation |
| |
The Medical Protective Company 5814 Reed Road Fort Wayne, IN 46835 Indiana corporation | | Cypress Insurance Company 1314 Douglas Street Omaha, NE 68102 California |
| |
National Indemnity Company of the South 1314 Douglas Street Omaha, NE 68102 Florida | | National Fire & Marine Insurance Company 1314 Douglas Street Omaha, Nebraska 681302 Nebraska |
| |
Redwood Fire & Casualty Insurance Company 1314 Douglas Street Omaha, NE 68102 Nebraska | | GEICO Corporation One GEICO Plaza Washington, DC 20076 Delaware |
| |
Columbia Insurance Company 1314 Douglas Street Omaha, Nebraska 68102 Nebraska | | Medical Protective Corporation 5814 Reed Road Fort Wayne, IN 46835 Indiana corporation |
| | |
Berkshire Hathaway Consolidated Pension Plan Master Retirement Trust c/o Berkshire Hathaway Inc. 3555 Farnham Street Omaha, NE 68131 Delaware | | GEICO Corporation Pension Plan Trust c/o GEICO Corporation 1 Geico Plaza Washington, DC 20076 Maryland |
| |
Johns Manville Corporation Master Pension Trust c/o Johns Manville Corporation 717 17th Street Denver, CO 80202 Colorado | | Berkshire Hathaway Assurance Corporation 1314 Douglas Street Omaha, NE 68102 New York |
| |
AmGUARD Insurance Company of Nebraska c/o Berkshire Hathaway GUARD P.O. Box A-H Wilkes-Barre, PA 18703 Pennsylvania | | Berkshire Hathaway Specialty Insurance Company 1314 Douglas Street Omaha, NE 68102 Nebraska |
| |
Berkshire Hathaway Life Insurance Company of Nebraska 1314 Douglas Street Omaha, NE 68102 Nebraska | | Berkshire Hathaway Homestate Insurance Company 1314 Douglas Street Omaha, NE 68102 Nebraska |
| |
Princeton Insurance Company 746 Alexander Road Princeton, NJ 08540 New Jersey | | BNSF Master Retirement Trust c/o BNSF Railway Co. 2650 Lou Menk Drive Fort Worth, TX 76131 Texas |
| |
Precision Castparts Corp. Master Trust c/o Precision Castparts Corporation 4650 SW Macadam Ave Portland, OR 97239 Oregon | | National Indemnity Company of Mid America 1314 Douglas Street Omaha, NE 68102 Iowa |
| |
Oak River Insurance Company 1314 Douglas Street Omaha, NE 68102 Nebraska | | NorGUARD Insurance Company 16 South River Street Wilkes-Barre, PA 18703 Pennsylvania |
| |
Old United Casualty Company 8500 Shawnee Mission Parkway Merriam, KS 66202 Kansas | | Government Employees Insurance Company 5260 Western Ave. Chevy Chase, MD 20815 Nebraska |
| |
Finial Reinsurance Company 1314 Douglas street Omaha, NE 68102 Connecticut | | Berkshire Hathaway Direct Insurance Company 1314 Douglas Street Omaha, NE 68102 Delaware |
| | |
| | Brilliant National Services, Inc. 1314 Douglas Street Omaha, NE 68102 Delaware |
| |
NRG America Holding Company 1314 Douglas Street Omaha, NE 68102 Delaware | | MPP Company Inc. 8500 Shawnee Mission Parkway Meriam, KS 66202 Kansas |
| (d) | Title of Class of Securities |
Common Stock
064058100
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., GEICO Corporation and Medical Protective Corporation are each a Parent Holding Company or Control Person, in accordance with §240.13d-1(b)(1)(ii)(G).
National Indemnity Company, National Fire & Marine Insurance Company, Columbia Insurance Company, National Liability & Fire Insurance Company, Cypress Insurance Company, National Indemnity Company of the South, Redwood Fire & Casualty Insurance Company, Government Employees Insurance Company, The Medical Protective Company, Berkshire Hathaway Assurance Corporation, Berkshire Hathaway Life Insurance Company of Nebraska, Berkshire Hathaway Homestate Insurance Company, Princeton Insurance Company, National Indemnity Company of Mid America, Berkshire Hathaway Specialty Insurance Company, AmGUARD Insurance Company, Finial Reinsurance Company, Oak River Insurance Company, NorGUARD Insurance Company, Old United Casualty Company, and Berkshire Hathaway Direct Insurance Company are each an Insurance Company as defined in section 3(a)(19) of the Act.
Berkshire Hathaway Consolidated Pension Plan Mater Retirement Trust, BNSF Master Retirement Trust, GEICO Corporation Pension Plan Trust and Precision Castparts Corp. Master Trust are each 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.
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 |
| (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.
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, 2018
| | |
/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, NATIONAL FIRE AND MARINE INSURANCE COMPANY, COLUMBIA INSURANCE COMPANY, NATIONAL LIABILITY & FIRE INSURANCE COMPANY, CYPRESS INSURANCE COMPANY, NATIONAL INDEMNITY COMPANY OF THE SOUTH, REDWOOD FIRE AND CASUALTY INSURANCE COMPANY, AMGUARD INSURANCE COMPANY, GEICO CORPORATION, GOVERNMENT EMPLOYEES INSURANCE CORPORATION,MEDICAL PROTECTIVE CORPORATION, THE MEDICAL PROTECTIVE COMPANY, GEICO CORPORATION PENSION PLAN TRUST, JOHNS MANVILLE CORPORATION MASTER PENSION TRUST, BERKSHIRE HATHAWAY ASSURANCE CORPORATION, BERKSHIRE HATHAWAY LIFE INSURANCE COMPANY OF NEBRASKA, BERKSHIRE HATHAWAY HOMESTATE INSURANCE COMPANY, PRINCETON INSURANCE COMPANY, NATIONAL INDEMNITY COMPANY OF MID AMERICA, BERKSHIRE HATHAWAY SPECIALTY INSURANCE COMPANY, BRILLIANT NATIONAL SERVICES, INC., FINIAL REINSURANCE COMPANY, OAK RIVER INSURANCE COMPANY, NORGUARD INSURANCE COMPANY, OLD UNITED CASUALTY COMPANY, NRG AMERICA HOLDING COMPANY, MPP COMPANY, INC., BERKSHIRE HATHAWAY CONSOLIDATED PENSION PLAN, BNSF MASTER RETIREMENT TRUST, PRECISION CASTPARTS CORP. MASTER TRUST, BERKSHIRE HATHAWAY DIRECT INSURANCE COMPANY, AND WEST GUARD INSURANCE COMPANY |
| |
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
Medical Protective Corporation
INSURANCE COMPANIES AS DEFINED IN SECTION 3(a)(19) OF THE ACT:
National Indemnity Company
National Fire & Marine Insurance Company
Columbia Insurance Company
National Liability & Fire Insurance Company
Cypress Insurance Company
National Indemnity Company of the South
Redwood Fire & Casualty Company
Government Employees Insurance Company
The Medical Protective Company
Berkshire Hathaway Assurance Corporation
Berkshire Hathaway Life Insurance Company of Nebraska
Berkshire Hathaway Homestate Insurance Company
Princeton Insurance Company
National Indemnity Company of Mid America
Berkshire Hathaway Specialty Insurance Company
AmGUARD Insurance Company
Finial Reinsurance Company
Oak River Insurance Company
NorGUARD Insurance Company
Old United Casualty Company
Berkshire Hathaway Direct Insurance Company
Brilliant National Services, Inc.
EMPLOYEE BENEFIT PLANS IN ACCORDANCE WITH13d-1-(b)(1)(ii)(F)
Berkshire Hathaway Consolidated Pension Plan Master Retirement Trust
BNSF Master Retirement Trust
GEICO Corporation Pension Plan Trust
Johns Manville Corporation Master Pension Trust
Precision Castparts Corp. Master Trust
Note: No Common Stock of The Bank of New York Mellon Corporation is held directly by Berkshire Hathaway Inc. or by Warren E. Buffett, an individual who may be deemed to control Berkshire Hathaway Inc. 1,417,000 shares or approximately 0.1% of Common Stock of The Bank of New York Mellon Corporation are held directly by Brilliant National Services, Inc., MPP Company, Inc. and NRG America Holding Company, none of which are persons specified in Rule13d-1 (b) (1) (ii) (A) through (J).
SCHEDULE 13G
EXHIBIT B
JOINT FILING AGREEMENT PURSUANT TO RULE13d-1(k)(1)
The undersigned persons hereby agree that reports on Schedule 13G, and amendments thereto, with respect to the Common Stock of The Bank of New York Mellon 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 andAttorney-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, 2018 | | | | /S/ Warren E. Buffett | | |
| | | | Warren E. Buffett | | |
| | | |
| | | | Berkshire Hathaway Inc. | | |
| | | |
Dated: February 14, 2018 | | | | /S/ Warren E. Buffett | | |
| | | | By: Warren E. Buffett Title: Chairman of the Board | | |
| | | |
| | | | National Indemnity Company | | |
| | | |
Dated: February 14, 2018 | | | | /S/ Marc D. Hamburg | | |
| | | | By: Marc D. Hamburg Title: Chairman of the Board | | |
| | | |
| | | | National Fire & Marine Insurance Company | | |
| | | |
Dated: February 14, 2018 | | | | /S/ Marc D. Hamburg | | |
| | | | By: Marc D. Hamburg | | |
| | | | Title: Chairman of the Board | | |
| | | |
| | | | Columbia Insurance Company | | |
| | | |
Dated: February 14, 2018 | | | | /S/ Marc D. Hamburg | | |
| | | | By: Marc D. Hamburg | | |
| | | | Title: Chairman of the Board | | |
| | | | | | |
| | | | National Liability & Fire Insurance Company | | |
| | | |
Dated: February 14, 2018 | | | | /S/ Dale D. Geistkemper | | |
| | | | By: Dale D. Geistkemper | | |
| | | | Title: Treasurer | | |
| | | |
| | | | Cypress Insurance Company | | |
| | | |
Dated: February 14, 2018 | | | | /S/ Marc D. Hamburg | | |
| | | | By: Marc D. Hamburg | | |
| | | | Title: Assistant Secretary | | |
| | | |
| | | | National Indemnity Company of the South | | |
| | | |
Dated: February 14, 2018 | | | | /S/ Marc D. Hamburg | | |
| | | | By: Marc D. Hamburg | | |
| | | | Title: Chairman of the Board | | |
| | | |
| | | | Redwood Fire & Casualty Insurance Company | | |
| | | |
Dated: February 14, 2018 | | | | /S/ Marc D. Hamburg | | |
| | | | By: Marc D. Hamburg | | |
| | | | Title: Assistant Secretary | | |
| | | |
| | | | GEICO Corporation | | |
| | | |
Dated: February 14, 2018 | | | | /S/ Stephen C. Parsons | | |
| | | | By: Stephen C. Parsons | | |
| | | | Title: Vice President | | |
| | | | | | |
| | | | Government Employees Insurance Company | | |
| | | |
Dated: February 14, 2018 | | | | /S/ Stephen C. Parsons | | |
| | | | By: Stephen C. Parsons | | |
| | | | Title: Vice President | | |
| | | |
| | | | The Medical Protective Company | | |
| | | |
Dated: February 14, 2018 | | | | /S/ Daniel Landrigan | | |
| | | | By: Daniel Landrigan | | |
| | | | Title: Senior Vice President | | |
| | | |
| | | | Medical Protective Corporation | | |
| | | |
Dated: February 14, 2018 | | | | /S/ Daniel Landrigan | | |
| | | | By: Daniel Landrigan | | |
| | | | Title: Senior Vice President | | |
| | | |
| | | | GEICO Corporation Pension Plan Trust | | |
| | | |
Dated: February 14, 2018 | | | | /S/ Olza M. Nicely | | |
| | | | By: Olza M. Nicely | | |
| | | | Title: President and Chief Executive Officer, GEICO Corporation | | |
| | | | | | |
| | | | Johns Manville Corporation Master Pension Plan | | |
| | | |
Dated: February 14, 2018 | | | | /S/ Mary Rhinehart | | |
| | | | By: Mary Rhinehart | | |
| | | | Title: President and Chief Executive Officer Johns Manville Corporation | | |
| | | |
| | | | Berkshire Hathaway Consolidated Pension Plan Master Trust | | |
| | | |
Dated: February 14, 2018 | | | | /S/ Mark D. Millard | | |
| | | | By: Mark D. Millard | | |
| | | | Title: Vice President Berkshire Hathaway Inc. | | |
| | | |
| | | | BNSF Master Retirement Trust | | |
| | | |
Dated: February 14, 2018 | | | | /S/ Julie Piggott | | |
| | | | By: Julie Piggott | | |
| | | | Title: Senior Vice President BNSF Railway Co. | | |
| | | |
| | | | Precision Castparts Corp. Master Trust | | |
| | | |
Dated: February 14, 2018 | | | | /S/ Shawn Hagel | | |
| | | | By: Shawn Hagel | | |
| | | | Title: Executive Vice President and Chief Financial Officer, Precision Castparts Corporation | | |
| | | |
| | | | Berkshire Hathaway Assurance Corporation | | |
| | | |
Dated: February 14, 2018 | | | | /S/ Dale D. Geistkemper | | |
| | | | By: Dale D. Geistkemper | | |
| | | | Title: Treasurer | | |
| | | | | | |
| | | | Berkshire Hathaway Life Insurance Company of Nebraska | | |
| | | |
Dated: February 14, 2018 | | | | /S/ Dale D. Geistkemper | | |
| | | | By: Dale D. Geistkemper | | |
| | | | Title: Treasurer | | |
| | | |
| | | | Berkshire Hathaway Homestate Insurance Company | | |
| | | |
Dated: February 14, 2018 | | | | /S/ Jackie L. Perry | | |
| | | | By: Jackie L. Perry | | |
| | | | Title: Treasurer | | |
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| | | | Princeton Insurance Company | | |
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Dated: February 14, 2018 | | | | /S/ Daniel J. Landrigan | | |
| | | | By: Daniel J. Landrigan | | |
| | | | Title: Vice Chairman | | |
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| | | | National Indemnity Company of Mid America | | |
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Dated: February 14, 2018 | | | | /S/ Dale D. Geistkemper | | |
| | | | By: Dale D. Geistkemper | | |
| | | | Title: Treasurer | | |
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| | | | AmGUARD Insurance Company | | |
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Dated: February 14, 2018 | | | | /S/ Sy Foguel | | |
| | | | By: Sy Foguel | | |
| | | | Title: President | | |
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| | | | Berkshire Hathaway Specialty Insurance Company | | |
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Dated: February 14, 2018 | | | | /S/ Dale D. Geistkemper | | |
| | | | By: Dale D. Geistkemper | | |
| | | | Title: Treasurer | | |
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| | | | Finial Reinsurance Company | | |
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Dated: February 14, 2018 | | | | /S/ Dale D. Geistkemper | | |
| | | | By: Dale D. Geistkemper | | |
| | | | Title: Treasurer | | |
| | | |
| | | | Oak River Insurance Company | | |
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Dated: February 14, 2018 | | | | /S/ Andrew Linkhart | | |
| | | | By: Andrew Linkhart | | |
| | | | Title: Chief Financial Officer | | |
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| | | | NorGUARD Insurance Company | | |
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Dated: February 14, 2018 | | | | /S/ Sy Foguel | | |
| | | | By: Sy Foguel | | |
| | | | Title: Chief Executive Officer | | |
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| | | | Old United Casualty Company | | |
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Dated: February 14, 2018 | | | | /S/ Robert J. Holcomb | | |
| | | | By: Robert J. Holcomb | | |
| | | | Title: Treasurer | | |
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| | | | MPP Company, Inc. | | |
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Dated: February 14, 2018 | | | | /S/ Robert J. Holcomb | | |
| | | | By: Robert J. Holcomb | | |
| | | | Title: Treasurer | | |
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| | | | Berkshire Hathaway Direct Insurance Company | | |
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Dated: February 14, 2018 | | | | /S/ Dale D. Geistkemper | | |
| | | | By: Dale D. Geistkemper | | |
| | | | Title: Treasurer | | |
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| | | | Brilliant National Services, Inc. | | |
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Dated: February 14, 2018 | | | | /S/ Dale D. Geistkemper | | |
| | | | By: Dale D. Geistkemper | | |
| | | | Title: Treasurer | | |
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| | | | NRG America Holding Company | | |
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Dated: February 14, 2018 | | | | /S/ Dale D. Geistkemper | | |
| | | | By: Dale D. Geistkemper | | |
| | | | Title: Treasurer | | |