KROGER CO — Major Shareholding Notification 2022

Feb 14, 2022

SC 13G 1 d297937dsc13g.htm SC 13G SC 13G

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

THE KROGER CO.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

501044101

(CUSIP Number)

December 31, 2021

(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 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. 74967X103 13G Page 2 of 15 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	SOLE VOTING POWER NONE
6	SHARED VOTING POWER 61,412,910 shares of Common Stock
7	SOLE DISPOSITIVE POWER NONE
8	SHARED DISPOSITIVE POWER 61,412,910 shares of Common
Stock

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,412,910 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ Not Applicable.
11	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 8.4%
12	TYPE OF REPORTING
PERSON IN

CUSIP No. 74967X103 13G Page 3 of 15 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	SOLE VOTING POWER NONE
6	SHARED VOTING POWER 61,412,910 shares of Common Stock
7	SOLE DISPOSITIVE POWER NONE
8	SHARED DISPOSITIVE POWER 61,412,910 shares of Common
Stock

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,412,910 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ Not applicable.
11	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 8.4%
12	TYPE OF REPORTING
PERSON HC, CO

CUSIP No. 74967X103 13G Page 4 of 15 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	SOLE VOTING POWER NONE
6	SHARED VOTING POWER 27,257,260 shares of Common Stock
7	SOLE DISPOSITIVE POWER NONE
8	SHARED DISPOSITIVE POWER 27,257,260 shares of Common
Stock

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,257,260 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 3.7%
12	TYPE OF REPORTING
PERSON IC, CO

CUSIP No. 74967X103 13G Page 5 of 15 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	SOLE VOTING POWER NONE
6	SHARED VOTING POWER 768,531 shares of Common Stock
7	SOLE DISPOSITIVE POWER NONE
8	SHARED DISPOSITIVE POWER 768,531 shares of Common
Stock

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 768,531 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. 74967X103 13G Page 6 of 15 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 2,635,000 shares of Common Stock
	7	SOLE DISPOSITIVE POWER NONE
	8	SHARED DISPOSITIVE POWER 2,635,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,635,000 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. 74967X103 13G Page 7 of 15 Pages

1	NAME OF REPORTING PERSON BHG Life 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	SOLE VOTING POWER NONE
6	SHARED VOTING POWER 2,554,119 shares of Common Stock
7	SOLE DISPOSITIVE POWER NONE
8	SHARED DISPOSITIVE POWER 2,554,119 shares of Common
Stock

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,554,119 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

CUSIP No. 74967X103 13G Page 8 of 15 Pages

1	NAME OF REPORTING PERSON First Berkshire Life 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
York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER NONE
6	SHARED VOTING POWER 178,000 shares of Common Stock
7	SOLE DISPOSITIVE POWER NONE
8	SHARED DISPOSITIVE POWER 178,000 shares of Common
Stock

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 178,000 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

CUSIP No. 74967X103 13G Page 9 of 15 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	SOLE VOTING POWER NONE
6	SHARED VOTING POWER 4,405,000 shares of Common Stock
7	SOLE DISPOSITIVE POWER NONE
8	SHARED DISPOSITIVE POWER 4,405,000 shares of Common
Stock

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,405,000 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 0.6%
12	TYPE OF REPORTING
PERSON EP

CUSIP No. 74967X103 13G Page 10 of 15 Pages

1	NAME OF REPORTING PERSON 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	CITIZENSHIP OR PLACE OF
ORGANIZATION State of
Nebraska

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER NONE
6	SHARED VOTING POWER 15,025,000 shares of Common Stock
7	SOLE DISPOSITIVE POWER NONE
8	SHARED DISPOSITIVE POWER 15,025,000 shares of Common
Stock

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,025,000 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 2.0%
12	TYPE OF REPORTING
PERSON EP

CUSIP No. 74967X103 13G Page 11 of 15 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	SOLE VOTING POWER NONE
6	SHARED VOTING POWER 8,590,000 shares of Common Stock
7	SOLE DISPOSITIVE POWER NONE
8	SHARED DISPOSITIVE POWER 8,590,000 shares of Common
Stock

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,590,000 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 1.2%
12	TYPE OF REPORTING
PERSON EP

Page 12 of 15 Pages

Item 1.

(a) Name of Issuer

The Kroger Co.

(b) Address of Issuer’s Principal Executive Offices

1014 Vine Street, Cincinnati, OH 45202

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 1314 Douglas Street Omaha, Nebraska 68102 Nebraska corporation Precision Castparts Corp. Master Trust c/o Precision Castparts Corp. 4650 SW Macadam Ave. Portland, OR 97239 Oregon corporation Berkshire Hathaway Homestate Insurance Company 1314 Douglas Street Omaha, NE 68102 Nebraska corporation BFG Life Insurance Company 1314 Douglas Street Omaha, NE 68102 Nebraska corporation	Berkshire Hathaway Consolidated Pension Plan Master Trust c/o
Berkshire Hathaway Inc. 3555 Farnam Street Omaha, NE 68131 Nebraska corporation First Berkshire Life Insurance Company 1314 Douglas Street Omaha, NE 68102 New York corporation BNSF Master Retirement Trust c/o BNSF Railway 2650 Lou Menk Drive Fort Worth, TX 76131 Texas corporation
Berkshire Hathaway Life Insurance Company of Nebraska 1314 Douglas Street Omaha, NE 68102 Nebraska corporation

Page 13 of 15 Pages

(d) Title of Class of Securities

Common Stock

(e) CUSIP Number

02376R102

Item 3. If this statement is filed pursuant to § 240.13d-1(b), or § 240.13d-2(b) or (c), check whether the person filing is a:

Warren E. Buffett (an individual who may be deemed to control Berkshire Hathaway Inc.), Berkshire Hathaway Inc. and GEICO Corporation are each a Parent Holding Company or Control Person, in accordance with § 240.13d-1(b)(1)(ii)(G).

National Indemnity Company, Berkshire Hathaway Homestate Insurance Company, Berkshire Hathaway Life Insurance Company, BHG Life Insurance Company and First Berkshire Life Insurance Company are Insurance Companies as defined in section 3(a)(19) of the Act.

The Precision Castparts Corp. Master Trust, Berkshire Hathaway Consolidated Pension Plan Master Trust and BNSF Master Retirement Trust are Employee Benefit Plans in accordance with § 240.13d-1(b)(1)(ii)(F).

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially Owned

See the Cover Pages for each of the Reporting Persons.

(b) Percent of Class

See the Cover Pages for each of the Reporting Persons.

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote

(ii) shared power to vote or to direct the vote

Page 14 of 15 Pages

(iii) sole power to dispose or to direct the disposition of

(iv) shared power to dispose or to direct the disposition of

See the Cover Pages for each of the Reporting Persons .

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

See Exhibit A.

Item 8. Identification and Classification of Members of the Group.

See Exhibit A.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Page 15 of 15 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 14th day of February, 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, BERKSHIRE HATHAWAY HOMESTATE INSURANCE COMPANY, BERKSHIRE HATHAWAY LIFE INSURANCE COMPANY OF NEBRASKA, BHG LIFE INSURANCE COMPANY, FIRST BERKSHIRE LIFE INSURANCE COMPANY, BNSF MASTER
RETIREMENT TRUST, BERKSHIRE HATHAWAY CONSOLIDATED PENSION PLAN MASTER TRUST and PRECISION CASTPARTS CORP. MASTER TRUST
By	/s/ Warren E. Buffett
	Warren E. Buffett Attorney-in-Fact

SCHEDULE 13G

EXHIBIT A

RELEVANT SUBSIDIARIES AND MEMBERS OF FILING GROUP

PARENT HOLDING COMPANIES OR CONTROL PERSONS:

Warren E. Buffett (an individual who may be deemed to control Berkshire Hathaway Inc.)

Berkshire Hathaway Inc.

INSURANCE COMPANIES AS DEFINED IN SECTION 3(a)(19) OF THE ACT:

National Indemnity Company

Berkshire Hathaway Homestate Insurance Company

Berkshire Hathaway Life Insurance Company of Nebraska

BHG Life Insurance Company

First Berkshire Life Insurance Company

EMPLOYEE BENEFIT PLANS IN ACCORDANCE WITH § 240.13d-1-(b)(1)(ii)(F)

Precision Castparts Corp. Master Trust

Berkshire Hathaway Consolidated Pension Plan Master Trust

BNSF Master Retirement Trust

SCHEDULE 13G

EXHIBIT B

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

The undersigned persons hereby agree that reports on Schedule 13G, and amendments thereto, with respect to the Common Stock of RH may be filed in a single statement on behalf of each of such persons, and further, each of such persons designates Warren E. Buffett as its agent and Attorney-in-Fact for the purpose of executing any and all Schedule 13G filings required to be made by it with the Securities and Exchange Commission.

Dated: February 14, 2022	/s/ Warren E. Buffett
	Warren E. Buffett
	Berkshire Hathaway Inc.
Dated: February 14, 2022	/s/ Warren E. Buffett
	By: Warren E. Buffett Title: Chairman of the Board
	National Indemnity Company
Dated: February 14, 2022	/s/ Marc D. Hamburg
	By: Marc D. Hamburg Title: Chairman of the Board
	Precision Castparts Corp. Master Trust
Dated: February 14, 2022	/s/ Shawn Hagel
	By: Shawn Hagel Title: Executive Vice President, Precision Castparts Corp.
	Berkshire Hathaway Consolidated Pension Plan Master Trust
Dated: February 14, 2022	/s/ Mark D. Millard
	By: Mark D. Millard Title: Vice President,
Berkshire Hathaway Inc.

	Berkshire Hathaway Homestate Insurance Company
Dated: February 14, 2022	/s/ Andrew Linkhart
	By: Andrew Linkhart Title: Treasurer, Berkshire Hathaway Homestate Insurance Company
	BHG Life Insurance Company
Dated: February 14, 2022	/s/ Dale D. Geistkemper
	By: Dale D. Geistkemper Title: Treasurer, BHG Life Insurance Company
	Berkshire Hathaway Life Insurance Company of Nebraska
Dated: February 14, 2022	/s/ Dale D. Geistkemper
	By: Dale D. Geistkemper Title: Treasurer, Berkshire Hathaway Life Insurance Company of Nebraska
	First Berkshire Life Insurance Company
Dated: February 14, 2022	/s/ Dale D. Geistkemper
	By: Dale D. Geistkemper Title: Treasurer, First Berkshire Life Insurance Company
	BNSF Master Retirement Trust
Dated: February 14, 2022	/s/ Paul W. Bischler
	By: Paul W. Bischler
	Title: Executive Vice President, Burlington Northern Santa Fe, LLC