Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
(Amendment No. 9)*
U.S. BANCORP
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
902973304
(CUSIP Number)
October 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ | Rule 13d-1 (b) |
☐ | Rule 13d-1 (c) |
☐ | Rule 13d-1 (d) |
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)
CUSIP No. 902973304 | 13G | Page 2 of 17 Pages |
1 |
NAME OF REPORTING PERSON
Warren E. Buffett | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
498,525 shares of Common Stock | ||||
6 | SHARED VOTING POWER
52,547,023 shares of Common Stock | |||||
7 | SOLE DISPOSITIVE POWER
498,525 shares of Common Stock | |||||
8 | SHARED DISPOSITIVE POWER
52,547,023 shares of Common Stock |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,045,548 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
3.6% | |||||
12 | TYPE OF REPORTING PERSON
IN |
CUSIP No. 902973304 | 13G | Page 3 of 17 Pages |
1 |
NAME OF REPORTING PERSON
Berkshire Hathaway Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||||
6 | SHARED VOTING POWER
52,547,023 shares of Common Stock | |||||
7 | SOLE DISPOSITIVE POWER
NONE | |||||
8 | SHARED DISPOSITIVE POWER
52,547,023 shares of Common Stock |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,547,023 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
3.5% | |||||
12 | TYPE OF REPORTING PERSON
HC, CO |
CUSIP No. 902973304 | 13G | Page 4 of 17 Pages |
1 |
NAME OF REPORTING PERSON
National Indemnity Company | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||||
6 | SHARED VOTING POWER
27,222,105 shares of Common Stock | |||||
7 | SOLE DISPOSITIVE POWER
NONE | |||||
8 | SHARED DISPOSITIVE POWER
27,222,105 shares of Common Stock |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,222,105 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
1.8% | |||||
12 | TYPE OF REPORTING PERSON
IC, CO |
CUSIP No. 902973304 | 13G | Page 5 of 17 Pages |
1 |
NAME OF REPORTING PERSON
Columbia Insurance Company | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nebraska |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||||
6 | SHARED VOTING POWER
23,307,300 shares of Common Stock | |||||
7 | SOLE DISPOSITIVE POWER
NONE | |||||
8 | SHARED DISPOSITIVE POWER
23,307,300 shares of Common Stock |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,307,300 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
1.6% | |||||
12 | TYPE OF REPORTING PERSON
IC, CO |
CUSIP No. 902973304 | 13G | Page 6 of 17 Pages |
1 |
NAME OF REPORTING PERSON
GEICO Corporation | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||||
6 | SHARED VOTING POWER
10,545,000 shares of Common Stock | |||||
7 | SOLE DISPOSITIVE POWER
NONE | |||||
8 | SHARED DISPOSITIVE POWER
10,545,000 shares of Common Stock |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,545,000 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
0.7% | |||||
12 | TYPE OF REPORTING PERSON
HC, CO |
CUSIP No. 902973304 | 13G | Page 7 of 17 Pages |
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 Nebraska |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||||
6 | SHARED VOTING POWER
6,057,000 shares of Common Stock | |||||
7 | SOLE DISPOSITIVE POWER
NONE | |||||
8 | SHARED DISPOSITIVE POWER
6,057,000 shares of Common Stock |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,057,000 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
0.4% | |||||
12 | TYPE OF REPORTING PERSON
IC, CO |
CUSIP No. 902973304 | 13G | Page 8 of 17 Pages |
1 |
NAME OF REPORTING PERSON
General Re 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
1,427,343 shares of Common Stock | |||||
7 | SOLE DISPOSITIVE POWER
NONE | |||||
8 | SHARED DISPOSITIVE POWER
1,427,343 shares of Common Stock |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,427,343 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
HC, CO |
CUSIP No. 902973304 | 13G | Page 9 of 17 Pages |
1 |
NAME OF REPORTING PERSON
General Reinsurance 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
1,427,343 shares of Common Stock | |||||
7 | SOLE DISPOSITIVE POWER
NONE | |||||
8 | SHARED DISPOSITIVE POWER
1,427,343 shares of Common Stock |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,427,343 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. 902973304 | 13G | Page 10 of 17 Pages |
1 |
NAME OF REPORTING PERSON
Benjamin Moore 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 New Jersey |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
NONE | ||||
6 | SHARED VOTING POWER
590,275 shares of Common Stock | |||||
7 | SOLE DISPOSITIVE POWER
NONE | |||||
8 | SHARED DISPOSITIVE POWER
590,275 shares of Common Stock |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
590,275 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. 902973304 | 13G | Page 11 of 17 Pages |
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
722,200 shares of Common Stock | |||||
7 | SOLE DISPOSITIVE POWER
NONE | |||||
8 | SHARED DISPOSITIVE POWER
722,200 shares of Common Stock |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
722,200 shares of Common Stock | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ ;
Not Applicable. | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 0.1% | |||||
12 | TYPE OF REPORTING PERSON
IC, CO |
CUSIP No. 902973304 | 13G | Page 12 of 17 Pages |
1 |
NAME OF REPORTING PERSON
GEICO 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
4,488,000 shares of Common Stock | |||||
7 | SOLE DISPOSITIVE POWER
NONE | |||||
8 | SHARED DISPOSITIVE POWER
4,488,000 shares of Common Stock |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,488,000 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
IC, CO |
SCHEDULE 13G | Page 13 of 17 Pages |
Item 1.
(a) | Name of Issuer |
U.S. Bancorp
(b) | Address of Issuers Principal Executive Offices |
800 Nicollett Mall, Minneapolis, MN 55402
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 | |
National Indemnity Company 1314 Douglas Street Omaha, Nebraska 68102 Nebraska |
GEICO Corporation One GEICO Plaza Washington, DC 20076 Delaware | |
Columbia Insurance Company 1314 Douglas Street Omaha, Nebraska 68102 Nebraska |
Government Employees Insurance Company One GEICO Plaza Washington, DC 20076 Nebraska | |
General Re Corporation 120 Long Ridge Road Stamford, CT 06902 Delaware |
Page 14 of 17 Pages |
General Reinsurance Corporation
120 Long Ridge Road
Stamford, CT 06902
Delaware
Benjamin Moore Pension Trust
c/o Benjamin Moore & Co.
51 Chestnut Ridge Road
Montvale, New Jersey 07645
New Jersey
Berkshire Hathaway Homestate Insurance Company
1314 Douglas Street
Omaha, NE 68102
Nebraska
GEICO Indemnity Company
5260 Western Ave.
Chevy Chase, MD 20815
Nebraska
Page 15 of 17 Pages |
(d) | Title of Class of Securities |
Common Stock
(e) | CUSIP Number |
902973304
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 General Re Corporation are each a Parent Holding Company or Control Person, in accordance with § 240.13d-1(b)(1)(ii)(G).
National Indemnity Company, Columbia Insurance Company, Government Employees Insurance Company, General Reinsurance Corporation, Berkshire Hathaway Homestate Insurance Company and GEICO Indemnity Company are each an Insurance Company as defined in section 3(a)(19) of the Act.
Benjamin Moore Pension Trust is an Employee Benefit Plan in accordance with § 240.13d-1(b)(1)(ii)(F).
The Reporting Persons together are a group in accordance with § 240.13d-1(b)(i)(ii)(K).
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.
Page 16 of 17 Pages |
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.
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.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
Page 17 of 17 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 10th day of November, 2022
/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, | ||
COLUMBIA INSURANCE COMPANY, | ||
GEICO CORPORATION, GOVERNMENT | ||
EMPLOYEES INSURANCE CORPORATION, GENERAL RE CORPORATION, GENERAL | ||
REINSURANCE CORPORATION, | ||
BENJAMIN MOORE PENSION | ||
TRUST, BERKSHIRE HATHAWAY | ||
HOMESTATE INSURANCE | ||
COMPANY AND GEICO | ||
INDEMNITY 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
General Re Corporation
INSURANCE COMPANIES AS DEFINED IN SECTION 3(a)(19) OF THE ACT:
National Indemnity Company
Columbia Insurance Company
Government Employees Insurance Company
General Reinsurance Corporation
Berkshire Hathaway Homestate Insurance Company
GEICO Indemnity Company
EMPLOYEE BENEFIT PLANS IN ACCORDANCE WITH 13d-1-(b)(1)(ii)(F)
Benjamin Moore Pension Trust
Note: No Common Stock of U.S. Bancorp is held directly by Berkshire Hathaway Inc. 498,525 shares of Common Stock of U.S. Bancorp are held directly by Warren E. Buffett, an individual who may be deemed to control Berkshire Hathaway Inc.
SCHEDULE 13G
EXHIBIT B
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
AND POWER OF ATTORNEY
The undersigned persons hereby agree that reports on Schedule 13G, and amendments thereto, with respect to the Common Stock of U.S. Bancorp 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: November 10, 2022 | /S/ Warren E. Buffett | |||||
Warren E. Buffett | ||||||
Berkshire Hathaway Inc. | ||||||
Dated: November 10, 2022 | /S/ Warren E. Buffett | |||||
By: Warren E. Buffett | ||||||
Title: Chairman of the Board | ||||||
National Indemnity Company | ||||||
Dated: November 10, 2022 | /S/ Marc D. Hamburg | |||||
By: Marc D. Hamburg | ||||||
Title: Chairman of the Board | ||||||
Columbia Insurance Company | ||||||
Dated: November 10, 2022 | /S/ Marc D. Hamburg | |||||
By: Marc D. Hamburg | ||||||
Title: Chairman of the Board |
GEICO Corporation | ||||||
Dated: November 10, 2022 | /S/ Todd A. Combs | |||||
By: Todd A. Combs | ||||||
Title: President | ||||||
Government Employees Insurance Company | ||||||
Dated: November 10, 2022 | /S/ Todd A. Combs | |||||
By: Todd A. Combs | ||||||
Title: President | ||||||
General Re Corporation | ||||||
Dated: November 10, 2022 | /S/ Kara Raiguel | |||||
By: Kara Raiguel | ||||||
Title: President | ||||||
General Reinsurance Corporation | ||||||
Dated: November 10, 2022 | /S/ Kara Raiguel | |||||
By: Kara Raiguel | ||||||
Title: President | ||||||
Benjamin Moore Pension Trust | ||||||
Dated: November 10, 2022 | /S/ Talia Griep | |||||
By: Talia Griep | ||||||
Title: Senior Vice President | ||||||
Berkshire Hathaway Homestate Insurance Company | ||||||
Dated: November 10, 2022 | /S/ Andrew Linkhart | |||||
By: Andrew Linkhart | ||||||
Title: Treasurer | ||||||
GEICO Indemnity Company | ||||||
Dated: November 10, 2022 | /S/ Todd A. Combs | |||||
By: Todd A. Combs | ||||||
Title: President |