GLOBE LIFE INC. — Major Shareholding Notification 2018

Apr 20, 2018

SC 13G 1 d571879dsc13g.htm SC 13G SC 13G

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

TORCHMARK CORPORATION

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

891027104

(CUSIP Number)

May 8, 2015

(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. 891027104 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 6,353,727 shares of Common Stock
7	SOLE DISPOSITIVE POWER NONE
8	SHARED DISPOSITIVE POWER 6,353,727 shares of Common
Stock

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,353,727 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 5.6%
12	TYPE OF REPORTING
PERSON IN

CUSIP No. 891027104 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 6,353,727 shares of Common Stock
7	SOLE DISPOSITIVE POWER NONE
8	SHARED DISPOSITIVE POWER 6,353,727 shares of Common
Stock

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,353,727 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 5.6%
12	TYPE OF REPORTING
PERSON HC, CO

CUSIP No. 891027104 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 3,902,514 shares of Common Stock
7	SOLE DISPOSITIVE POWER NONE
8	SHARED DISPOSITIVE POWER 3,902,514 shares of Common
Stock

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,902,514 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 3.4%
12	TYPE OF REPORTING
PERSON IC, CO

CUSIP No. 891027104 13G Page 5 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	SOLE VOTING POWER NONE
6	SHARED VOTING POWER 174,489 shares of Common Stock
7	SOLE DISPOSITIVE POWER NONE
8	SHARED DISPOSITIVE POWER 174,489 shares of Common
Stock

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 174,489 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 0.2%
12	TYPE OF REPORTING
PERSON IC, CO

CUSIP No. 891027104 13G Page 6 of 15 Pages

1	NAME OF REPORTING PERSON WestGUARD 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
Pennsylvania

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER NONE
6	SHARED VOTING POWER 551,000 shares of Common Stock
7	SOLE DISPOSITIVE POWER NONE
8	SHARED DISPOSITIVE POWER 551,000 shares of Common
Stock

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 551,000 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 0.5%
12	TYPE OF REPORTING
PERSON IC, CO

CUSIP No. 891027104 13G Page 7 of 15 Pages

1	NAME OF REPORTING PERSON National Fire and Marine 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 1,439,325 shares of Common Stock
7	SOLE DISPOSITIVE POWER NONE
8	SHARED DISPOSITIVE POWER 1,439,325 shares of Common
Stock

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,439,325 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 1.3%
12	TYPE OF REPORTING
PERSON IC, CO

CUSIP No. 891027104 13G Page 8 of 15 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	SOLE VOTING POWER NONE
6	SHARED VOTING POWER 1,011,888 shares of Common Stock
7	SOLE DISPOSITIVE POWER NONE
8	SHARED DISPOSITIVE POWER 1,011,888 shares of Common
Stock

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,011,888 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 0.9%
12	TYPE OF REPORTING
PERSON IC, CO

CUSIP No. 891027104 13G Page 9 of 15 Pages

1	NAME OF REPORTING PERSON Berkshire Hathaway Direct 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 135,000 shares of Common Stock
7	SOLE DISPOSITIVE POWER NONE
8	SHARED DISPOSITIVE POWER 135,000 shares of Common
Stock

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 135,000 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 0.1%
12	TYPE OF REPORTING
PERSON IC, CO

Explanatory Note : This Schedule 13G is being filed on account of a reduction in the outstanding number of shares of Common Stock of the Issuer and was not timely filed due to an oversight. Berkshire Hathaway Inc. and the other Reporting Persons did include the holdings in the Issuer reported in this Schedule 13G in Berkshire Hathaway Inc.’s Form 13F filed with the Commission on November 14, 2014 and in each of its subsequent Form 13Fs.

Item 1.

(a) Name of Issuer

Torchmark Corporation

(b) Address of Issuer’s Principal Executive Offices

3700 South Stonebridge Drive, McKinney, TX 75070

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 National Indemnity Company 1314 Douglas Street Omaha, Nebraska 68102 Nebraska corporation Berkshire Hathaway Life Insurance Company of Nebraska 1314 Douglas Street Omaha, NE 68102 Nebraska corporation WestGUARD Insurance Company 16 S. River Street Wilkes-Barre, PA 18703 Pennsylvania corporation National Fire and Marine Insurance Company 1314 Douglas Street Omaha, NE 68102 Nebraska corporation Berkshire Hathaway Inc. 3555 Farnam Street Omaha, Nebraska 68131 Delaware corporation Columbia Insurance Company 1314 Douglas Street Omaha, NE 68102 Nebraska corporation Berkshire Hathaway Direct Insurance Company 1314 Douglas Street Omaha, NE 68102 Nebraska corporation

(d) Title of Class of Securities

Common Stock

(e) CUSIP Number

891027104

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, Berkshire Hathaway Life Insurance Company of Nebraska, WestGUARD Insurance Company, National Fire and Marine Insurance Company, Columbia Insurance Company, and Berkshire Hathaway Direct Insurance 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.

(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 .

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.

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 20th day of April, 2018

/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 LIFE INSURANCE COMPANY OF NEBRASKA, WESTGUARD INSURANCE COMPANY, NATIONAL FIRE AND
MARINE INSURANCE COMPANY, COLUMBIA INSURANCE COMPANY, AND BERKSHIRE HATHAWAY DIRECT INSURANCE 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.

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

National Indemnity Company

Berkshire Hathaway Life Insurance Company of Nebraska

WestGUARD Insurance Company

National Fire and Marine Insurance Company

Columbia Insurance Company

Berkshire Hathaway Direct Insurance 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 Torchmark Corporation 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: April 20, 2018	/S/ Warren E. Buffett
	Warren E. Buffett
	Berkshire Hathaway Inc.
Dated: April 20, 2018	/S/ Warren E. Buffett
	By: Warren E. Buffett Title: Chairman of the Board
	National Indemnity Company
Dated: April 20, 2018	/S/ Marc D. Hamburg
	By: Marc D. Hamburg Title: Chairman of the Board
	Berkshire Hathaway Life Insurance Company of Nebraska
Dated: April 20, 2018	/S/ Dale D. Geistkemper
	By: Dale D. Geistkemper Title: Treasurer
	WestGUARD Insurance Company
Dated: April 20, 2018	/S/ Sy Foguel
	By: Sy Foguel Title: President
	National Fire and Marine Insurance Company
Dated: April 20, 2018	/S/ Dale D. Geistkemper
	By: Dale D. Geistkemper Title: Treasurer

	Columbia Insurance Company
Dated: April 20, 2018	/S/ Dale D. Geistkemper
	By: Dale D. Geistkemper Title: Treasurer
	Berkshire Hathaway Direct Insurance Company
Dated: April 20, 2018	/S/ Dale D. Geistkemper
	By: Dale D. Geistkemper Title: Treasurer