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. )
STARZ
(Name of Issuer)
SERIES A LIBERTY CAPITAL COMMON STOCK
(Title of Class of Securities)
85571Q102
(CUSIP Number)
May 24, 2013
(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)
x 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. 85571Q102 | 13G | Page 2 of 16 Pages |
| 1 |
NAME OF REPORTING PERSON
Warren E. Buffett | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (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
5,622,340 | |||||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||||
| 8 | SHARED DISPOSITIVE POWER
5,622,340 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,622,340 | |||||
| 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
5.03% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP No. 85571Q102 | 13G | Page 3 of 16 Pages |
| 1 |
NAME OF REPORTING PERSON
Berkshire Hathaway Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (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
5,622,340 | |||||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||||
| 8 | SHARED DISPOSITIVE POWER
5,622,340 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,622,340 | |||||
| 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
5.03% | |||||
| 12 | TYPE OF REPORTING PERSON
HC, CO | |||||
| CUSIP No. 85571Q102 | 13G | Page 4 of 16 Pages |
| 1 |
NAME OF REPORTING PERSON
National Indemnity Company | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (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
3,000,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||||
| 8 | SHARED DISPOSITIVE POWER
3,000,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 | |||||
| 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
2.7% | |||||
| 12 | TYPE OF REPORTING PERSON
IC, CO | |||||
| CUSIP No. 85571Q102 | 13G | Page 5 of 16 Pages |
| 1 |
NAME OF REPORTING PERSON
GEICO Corporation | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (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
3,000,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||||
| 8 | SHARED DISPOSITIVE POWER
3,000,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 | |||||
| 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
2.7% | |||||
| 12 | TYPE OF REPORTING PERSON
HC, CO | |||||
| CUSIP No. 85571Q102 | 13G | Page 6 of 16 Pages |
| 1 |
NAME OF REPORTING PERSON
Government Employees Insurance Company | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (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
2,845,400 | |||||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||||
| 8 | SHARED DISPOSITIVE POWER
2,845,400 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,845,400 | |||||
| 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
2.5% | |||||
| 12 | TYPE OF REPORTING PERSON
IC, CO | |||||
| CUSIP No. 85571Q102 | 13G | Page 7 of 16 Pages |
| 1 |
NAME OF REPORTING PERSON
GEICO Indemnity Company | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (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
154,600 | |||||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||||
| 8 | SHARED DISPOSITIVE POWER
154,600 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
154,600 | |||||
| 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. 85571Q102 | 13G | Page 8 of 16 Pages |
| 1 |
NAME OF REPORTING PERSON
FlightSafety International Inc. Retirement Income Plan | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||||
| 6 | SHARED VOTING POWER
270,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||||
| 8 | SHARED DISPOSITIVE POWER
270,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
270,000 | |||||
| 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
EP | |||||
| CUSIP No. 85571Q102 | 13G | Page 9 of 16 Pages |
| 1 |
NAME OF REPORTING PERSON
Fruit of the Loom Pension Trust | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Kentucky | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||||
| 6 | SHARED VOTING POWER
439,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||||
| 8 | SHARED DISPOSITIVE POWER
439,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
439,000 | |||||
| 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
EP | |||||
| CUSIP No. 85571Q102 | 13G | Page 10 of 16 Pages |
| 1 |
NAME OF REPORTING PERSON
GEICO Corporation Pension Plan Trust | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (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
975,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||||
| 8 | SHARED DISPOSITIVE POWER
975,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
975,000 | |||||
| 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
EP | |||||
| CUSIP No. 85571Q102 | 13G | Page 11 of 16 Pages |
| 1 |
NAME OF REPORTING PERSON
Johns Manville Corporation Master Pension Trust | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (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
816,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||||
| 8 | SHARED DISPOSITIVE POWER
816,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
816,000 | |||||
| 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
EP | |||||
| CUSIP No. 85571Q102 | 13G | Page 12 of 16 Pages |
| 1 |
NAME OF REPORTING PERSON
BNSF Master Retirement Trust | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (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
122,340 | |||||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||||
| 8 | SHARED DISPOSITIVE POWER
122,340 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,340 | |||||
| 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. 85571Q102 | 13G | Page 13 of 16 Pages |
| 1 |
NAME OF REPORTING PERSON
R. Ted Weschler | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (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
285,834 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
285,834 | |||||
| 8 | SHARED DISPOSITIVE POWER
8,277 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
294,111 | |||||
| 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
IN | |||||
Page 14 of 16 Pages
SCHEDULE 13G
Explanatory Note: On May 24, 2013, Berkshire Hathaway Inc. (“Berkshire”) and R. Ted Weschler, an investment manager of Berkshire whose Berkshire investment portfolio includes shares of the Issuer’s Series A Liberty Capital Common Stock (“Shares”), entered into an agreement with respect to Mr. Weschler’s personal holdings (which predate his position at Berkshire) of, and future transactions in, Shares. As a result of such agreement, Mr. Weschler, Berkshire and the Berkshire subsidiaries and subsidiary pension plans that own Shares are filing this Schedule 13G as a “group” under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Berkshire disclaims any beneficial ownership of Shares directly owned by Mr. Weschler or over which he has or shares trading authority on behalf of his relatives and related trusts, and Mr. Weschler disclaims any beneficial ownership of Shares owned by Berkshire, Berkshire’s subsidiaries and its subsidiary pension plans. This report shall not be deemed an admission that any reporting person is the beneficial owner of any Shares that are not directly owned by such reporting person, for purposes of Section 13 of the Exchange Act or for any other purpose.
Item 1.
| (a) | Name of Issuer |
STARZ
| (b) | Address of Issuer’s Principal Executive Offices |
8900 Liberty Circle, Englewood, CO 80112
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 Maryland Corporation |
GEICO Indemnity Company One GEICO Plaza Washington, D.C. 20076 Maryland corporation | |
| FlightSafety International Inc. Retirement Income Plan c/o FlightSafety International Inc. LaGuardia Airport Flushing, NY 11371 New York |
Fruit of the Loom Pension Trust c/o Fruit of the Loom 1 Fruit of the Loom Drive Bowling Green, KY 42102 Kentucky | |
| 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 | |
| BNSF Master Retirement Trust c/o BNSF Railway 2650 Lou Menk Drive Fort Worth, TX 76131 Texas |
R. Ted Weschler 404 East Main Street Charlottesville, VA 22902 United States Citizen | |
Page 15 of 16 Pages
| (d) | Title of Class of Securities |
Series A Liberty Capital Common Stock
| (e) | CUSIP Number |
85571Q102
| 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: |
Not applicable.
| 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 |
| (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 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 16 of 16 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 24th day of May, 2013
| /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 INDEMNITY COMPANY, FLIGHTSAFETY INTERNATIONAL INC. RETIREMENT INCOME PLAN, FRUIT OF THE LOOM PENSION TRUST, GEICO CORPORATION PENSION PLAN TRUST, JOHNS MANVILLE CORPORATION MASTER PENSION TRUST and BNSF MASTER RETIREMENT TRUST. | ||
| By: /s/ Warren E. Buffett | ||
| Warren E. Buffett Attorney-in-Fact | ||
| /s/ R. Ted Weschler R. Ted. Weschler | ||
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 Indemnity Company
EMPLOYEE BENEFIT PLANS IN ACCORDANCE WITH § 240.13d-1-(b)(1)(ii)(F)
BNSF Master Retirement Trust
FlightSafety International Inc. Retirement Income Plan
Fruit of the Loom Pension Trust
GEICO Corporation Pension Plan Trust
Johns Manville Corporation Master Pension Trust
OTHER MEMBER OF FILING GROUP
R. Ted Weschler
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 Series A Liberty Capital Common Stock of Starz 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: May 24, 2013 |
/S/ Warren E. Buffett | |
| Warren E. Buffett | ||
| Berkshire Hathaway Inc. | ||
| Dated: May 24, 2013 |
/S/ Warren E. Buffett | |
| By: Warren E. Buffett | ||
| Title: Chairman of the Board | ||
| National Indemnity Company | ||
| Dated: May 24, 2013 | /S/ Marc D. Hamburg | |
| By: Marc D. Hamburg | ||
| Title: Chairman of the Board | ||
| GEICO Corporation | ||
| Dated: May 24, 2013 | /S/ Michael H. Campbell | |
| By: Michael H. Campbell | ||
| Title: Vice President | ||
| Government Employees Insurance Company | ||
| Dated: May 24, 2013 |
/S/ Michael H. Campbell | |
| By: Michael H. Campbell | ||
| Title: Senior Vice President | ||
| GEICO Indemnity Company | ||
| Dated: May 24, 2013 |
/S/ Michael H. Campbell | |
| By: Michael H. Campbell | ||
| Title: Senior Vice President | ||
| FlightSafety International Inc. Retirement Income Plan | ||
| Dated: May 24, 2013 |
/S/ Bruce Whitman | |
| By: Bruce Whitman | ||
| Title: President and Chief Executive Officer, | ||
| FlightSafety International, Inc. | ||
| Fruit of the Loom Pension Trust | ||
| Dated: May 24, 2013 |
/S/ Rick Medlin | |
| By: Rick Medlin | ||
| Title: President and Chief Executive Officer, Fruit of the Loom | ||
| GEICO Corporation Pension Plan Trust | ||
| Dated: May 24, 2013 |
/S/ Michael H. Campbell | |
| By: Michael H. Campbell | ||
| Title: Senior Vice President, GEICO Corporation | ||
| Johns Manville Corporation Master Pension Plan | ||
| Dated: May 24, 2013 |
/S/ Mary Rhinehart | |
| By: Mary Rhinehart | ||
| Title: President and Chief Executive Officer | ||
| Johns Manville Corporation | ||
| BNSF Master Retirement Trust | ||
| Dated: May 24, 2013 |
/S/ Thomas N. Hund | |
| By: Thomas N. Hund | ||
| Title: Executive Vice President, Burlington Northern Santa Fe, LLC | ||
| Dated: May 24, 2013 |
/S/ R. Ted Weschler | |
| R. Ted Weschler | ||