SC 13G/A

 

 

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. 2)

 

 

SOUTHWEST AIRLINES CO.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

844741108

(CUSIP Number)

December 31, 2018

(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.           844741108             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

 

54,847,399 shares of Common Stock

   7   

SOLE DISPOSITIVE POWER

 

NONE

   8   

SHARED DISPOSITIVE POWER

 

54,847,399 shares of Common Stock

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

54,847,399 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

 

9.8%

12  

TYPE OF REPORTING PERSON

 

IN


CUSIP No.           844741108             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

 

54,847,399 shares of Common Stock

   7   

SOLE DISPOSITIVE POWER

 

NONE

   8   

SHARED DISPOSITIVE POWER

 

54,847,399 shares of Common Stock

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

54,847,399 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

 

9.8%

12  

TYPE OF REPORTING PERSON

 

HC, CO


CUSIP No.           844741108             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

 

47,882,174 shares of Common Stock

   7   

SOLE DISPOSITIVE POWER

 

NONE

   8   

SHARED DISPOSITIVE POWER

 

47,882,174 shares of Common Stock

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

47,882,174 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

 

8.5%

12  

TYPE OF REPORTING PERSON

 

IC, CO


CUSIP No. 02376R102   13G   Page 5 of 15 Pages

 

  1   

NAME OF REPORTING PERSON

 

Berkshire Hathaway Consolidated Pension Plan 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 Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

NONE

   6   

SHARED VOTING POWER

 

4,200,000 shares of Common Stock

   7   

SOLE DISPOSITIVE POWER

 

NONE

   8   

SHARED DISPOSITIVE POWER

 

4,200,000 shares of Common Stock

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,200,000 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

 

EP


 

CUSIP No. 02376R102   13G   Page 6 of 15 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 Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

NONE

   6   

SHARED VOTING POWER

 

2,500,000 shares of Common Stock

   7   

SOLE DISPOSITIVE POWER

 

NONE

   8   

SHARED DISPOSITIVE POWER

 

2,500,000 shares of Common Stock

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,500,000 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

 

EP


CUSIP No. 02376R102   13G   Page 7 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

 

250,000 shares of Common Stock

   7   

SOLE DISPOSITIVE POWER

 

NONE

   8   

SHARED DISPOSITIVE POWER

 

250,000 shares of Common Stock

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

250,000 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

 

EP


CUSIP No. 02376R102   13G   Page 8 of 15 Pages

 

  1   

NAME OF REPORTING PERSON

 

Buffalo News Drivers/Distributors 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 New York

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

NONE

   6   

SHARED VOTING POWER

 

6,500 shares of Common Stock

   7   

SOLE DISPOSITIVE POWER

 

NONE

   8   

SHARED DISPOSITIVE POWER

 

6,500 shares of Common Stock

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,500 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


CUSIP No.           844741108             13G                   Page 9 of 15  Pages

 

  1   

NAME OF REPORTING PERSON

 

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

     

SOLE VOTING POWER

 

NONE

   6   

SHARED VOTING POWER

 

8,722 shares of Common Stock

   7   

SOLE DISPOSITIVE POWER

 

NONE

   8   

SHARED DISPOSITIVE POWER

 

8,722 shares of Common Stock

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,722 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


Page 10 of 15 Pages

Item 1.

 

  (a)

Name of Issuer

Southwest Airlines Co.

 

  (b)

Address of Issuer’s Principal Executive Offices

P.O. Box 36611,Dallas, TX 75235

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

  

Berkshire Hathaway Consolidated Pension Plan Master Retirement Trust

c/o Berkshire Hathaway Inc

3555 Farnam Street

Omaha, NE 68131

Delaware corporation

Medical Protective Company

5814 Reed Road

Fort Wayne, IN 46835

Indiana corporation

  

Buffalo News Drivers/Distributors Pension Plan

c/o Buffalo News

One News Plaza

Buffalo, NY 14240

New York Corporation

Precision Castparts Corp. Master Trust

c/o Precision Castparts Corp.

4650 SW Macadam Ave

Portland, OR 97239

Oregon Corporation

  

GEICO Corporation Pension Plan Trust

c/o GEICO Corporation

One GEICO Plaza

Washington, DC 20076

Delaware corporation


Page 11 of 15 Pages

 

  (d)

Title of Class of Securities

Common Stock

 

  (e)

CUSIP Number

844741108

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.) and Berkshire Hathaway Inc. are each a Parent Holding Company or Control Person, in accordance with § 240.13d-1(b)(1)(ii)(G).

National Indemnity Company and Medical Protective Company are each an Insurance Company as defined in section 3(a)(19) of the Act.

The Buffalo News Drivers/Distributors Pension Plan, Berkshire Hathaway Consolidated Pension Plan 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.

 

  (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 12 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 13 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 14 day of February, 2019

 

/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, MEDICAL PROTECTIVE COMPANY, THE BUFFALO NEWS DRIVERS/DISTRIBUTORS PENSION PLAN, BERKSHIRE HATHAWAY CONSOLIDATED PENSION PLAN MASTER RETIREMENT TRUST, GEICO CORPORATION PENSION PLAN TRUST AND PRECISION CASTPARTS CORP. MASTER TRUST

 

By

 

/s/ Warren E. Buffett

 

Warren E. Buffett

Attorney-in-Fact


Page 14 of 15 Pages

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

Medical Protective Company

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

The Buffalo News Drivers/Distributors Pension Plan

Berkshire Hathaway Consolidated Pension Plan Master Retirement Trust

GEICO Corporation Pension Plan Trust

Precision Castparts Corp. Master Trust


Page 15 of 15 Pages

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 Southwest Airlines Co. 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, 2019    

/S/ Warren E. Buffett

    Warren E. Buffett
    Berkshire Hathaway Inc.
Dated: February 14, 2019    

/S/ Warren E. Buffett

   

By: Warren E. Buffett

Title: Chairman of the Board

    National Indemnity Company
Dated: February 14, 2019    

/S/ Marc D. Hamburg

   

By: Marc D. Hamburg

Title: Chairman of the Board

    Medical Protective Company
Dated: February 14, 2019    

/S/ Daniel Landrigan

   

By: Daniel Landrigan

Title: Chief Financial Officer

    The Buffalo News Drivers/Distributors Pension Plan
Dated: February 14, 2019    

/S/ Warren Colville

   

By: Warren Colville

Title: President, The Buffalo News

    Berkshire Hathaway Consolidated Pension Plan Master Retirement Trust
Dated: February 14, 2019    

/S/ Mark D. Millard

   

By: Mark D. Millard

Title: Vice president, Berkshire Hathaway Inc.

    GEICO Corporation Pension Plan Trust
Dated: February 14, 2019    

/S/ William E. Roberts

   

By: William E. Roberts

Title: President, GEICO Corporation

    Precision Castparts Corp. Master Trust
Dated: February 14, 2019    

/S/ Shawn Hagel

   

By: Shawn Hagel

Title: Executive Vice President, Precision Castparts Corp.