Statement of Ownership (sc 13g)
February 14 2017 - 4:35PM
Edgar (US Regulatory)
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. )
SOUTHWEST
AIRLINES CO.
(Name of Issuer)
COMMON STOCK
(Title of
Class of Securities)
844741108
(CUSIP Number)
December 31, 2016
(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)
*
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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.
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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.)
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CUSIP No.
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844741108
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13G
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Page 2 of 11
Pages
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1
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NAME
OF REPORTING PERSON
Warren E. Buffett
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
☒
(b)
☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States Citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
NONE
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6
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SHARED VOTING POWER
43,203,775 shares of Common Stock
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7
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SOLE DISPOSITIVE POWER
NONE
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8
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SHARED DISPOSITIVE POWER
43,203,775 shares of Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,203,775 shares of Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
☐
Not
Applicable.
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
7.0%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No.
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844741108
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13G
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Page 3 of 11
Pages
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1
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NAME
OF REPORTING PERSON
Berkshire Hathaway Inc.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
☒
(b)
☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
State of Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
NONE
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6
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SHARED VOTING POWER
43,203,775 shares of Common Stock
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7
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SOLE DISPOSITIVE POWER
NONE
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8
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SHARED DISPOSITIVE POWER
43,203,775 shares of Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,203,775 shares of Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
☐
Not
applicable.
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
7.0%
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12
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TYPE OF REPORTING PERSON
HC, CO
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CUSIP No.
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844741108
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13G
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Page 4 of 11
Pages
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1
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NAME
OF REPORTING PERSON
National Indemnity Company
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
☒
(b)
☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
State of Nebraska
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
NONE
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6
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SHARED VOTING POWER
43,195,053 shares of Common Stock
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7
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SOLE DISPOSITIVE POWER
NONE
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8
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SHARED DISPOSITIVE POWER
43,195,053 shares of Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,195,053 shares of Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
☐
Not
applicable.
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
7.0%
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12
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TYPE OF REPORTING PERSON
IC, CO
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CUSIP No.
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844741108
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13G
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Page 5 of 11
Pages
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1
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NAME
OF REPORTING PERSON
Medical Protective Company
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
☒
(b)
☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
State of Indiana
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
NONE
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6
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SHARED VOTING POWER
8,722 shares of Common Stock
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7
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SOLE DISPOSITIVE POWER
NONE
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8
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SHARED DISPOSITIVE POWER
8,722 shares of Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,722 shares of Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
☐
Not
applicable.
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
Less than 0.1%
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12
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TYPE OF REPORTING PERSON
IC, CO
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Page 6 of 11 Pages
Item 1.
Southwest Airlines Co.
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(b)
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Address of Issuers Principal Executive Offices
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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:
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Warren E. Buffett
3555 Farnam Street
Omaha, Nebraska 68131
United States Citizen
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Berkshire Hathaway Inc.
3555 Farnam Street
Omaha, Nebraska 68131
Delaware corporation
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National Indemnity Company
3024 Harney Street
Omaha, Nebraska 68131
Nebraska corporation
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Medical Protective Company
5814 Reed Road
Fort Wayne, IN 46835
Indiana corporation
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Page 7 of 11 Pages
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(d)
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Title of Class of Securities
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Common Stock
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.), 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 and Medical Protective Company are each an Insurance Company as defined in section 3(a)(19) of the Act.
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.
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(a)
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Amount beneficially Owned
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See the Cover Pages for each of the Reporting
Persons.
See the Cover Pages for each of the Reporting Persons.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote
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(ii)
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shared power to vote or to direct the vote
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Page 8 of 11 Pages
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(iii)
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sole power to dispose or to direct the disposition of
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(iv)
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shared power to dispose or to direct the disposition of
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See the Cover Pages for each of the
Reporting Persons
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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 9 of 11 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
th
day of February, 2017
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/s/ Warren E. Buffett
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Warren E. Buffett
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BERKSHIRE HATHAWAY INC.
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By:
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/s/ Warren E. Buffett
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Warren E. Buffett
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Chairman of the Board
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NATIONAL INDEMNITY COMPANY AND MEDICAL PROTECTIVE COMPANY
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By
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/s/ Warren E. Buffett
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Warren E. Buffett
Attorney-in-Fact
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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
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.
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Dated: February 14, 2017
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/S/ Warren E. Buffett
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Warren E. Buffett
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Berkshire Hathaway Inc.
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Dated: February 14, 2017
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/S/ Warren E. Buffett
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By: Warren E. Buffett
Title: Chairman of
the Board
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National Indemnity Company
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Dated: February 14, 2017
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/S/ Marc D. Hamburg
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By: Marc D. Hamburg
Title: Chairman of
the Board
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Medical Protective Company
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Dated: February 14, 2017
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/S/ Daniel Landrigan
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By: Daniel Landrigan
Title: Chief
Financial Officer
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Southwest Airlines (NYSE:LUV)
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