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 |
5 | 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 |
5 | 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 |
5 | 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 |
5 | 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 |
5 | 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 |
5 | 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 |
5 | 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 |
5 | 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. | ||||