Phillips 66 — Major Shareholding Notification 2015

Sep 4, 2015

SC 13G 1 d87248dsc13g.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

(Amendment No. )

PHILLIPS 66

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

718546104

(CUSIP Number)

August 25, 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:

x 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. 718546104 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) x (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 57,975,456 shares of Common Stock
	7	SOLE DISPOSITIVE POWER NONE
	8	SHARED DISPOSITIVE POWER 57,975,456 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 57,975,456 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 10.8%
12	TYPE OF REPORTING
PERSON IN

CUSIP No. 718546104 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) x (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 57,975,456 shares of Common Stock
	7	SOLE DISPOSITIVE POWER NONE
	8	SHARED DISPOSITIVE POWER 57,975,456 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 57,975,456 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 10.8%
12	TYPE OF REPORTING
PERSON HC, CO

CUSIP No. 718546104 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) x (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 51,873,456 shares of Common Stock
	7	SOLE DISPOSITIVE POWER NONE
	8	SHARED DISPOSITIVE POWER 51,873,456 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 51,873,456 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 9.6%
12	TYPE OF REPORTING
PERSON IC, CO

CUSIP No. 718546104 13G Page 5 of 15 Pages

1	NAME OF REPORTING PERSON Fruit of the Loom Pension Trust
2	CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION State of Kentucky
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER NONE
	6	SHARED VOTING POWER 921,300 shares of Common Stock
	7	SOLE DISPOSITIVE POWER NONE
	8	SHARED DISPOSITIVE POWER 921,300 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 921,300 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 EP

CUSIP No. 718546104 13G Page 6 of 15 Pages

1	NAME OF REPORTING PERSON FlightSafety International Inc. Retirement Income Plan
2	CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) x (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 350,000 shares of Common Stock
	7	SOLE DISPOSITIVE POWER NONE
	8	SHARED DISPOSITIVE POWER 350,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 350,000 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 EP

CUSIP No. 718546104 13G Page 7 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) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION State of Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER NONE
	6	SHARED VOTING POWER 2,499,700 shares of Common Stock
	7	SOLE DISPOSITIVE POWER NONE
	8	SHARED DISPOSITIVE POWER 2,499,700 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,499,700 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 EP

CUSIP No. 718546104 13G Page 8 of 15 Pages

1	NAME OF REPORTING PERSON Johns Manville Corporation Master Pension Trust
2	CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION State of Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER NONE
	6	SHARED VOTING POWER 2,187,000 shares of Common Stock
	7	SOLE DISPOSITIVE POWER NONE
	8	SHARED DISPOSITIVE POWER 2,187,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,187,000 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. 718546104 13G Page 9 of 15 Pages

1	NAME OF REPORTING PERSON General Re Corp. Employee Retirement Trust
2	CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) x (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION State of Connecticut
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER NONE
	6	SHARED VOTING POWER 144,000 shares of Common Stock
	7	SOLE DISPOSITIVE POWER NONE
	8	SHARED DISPOSITIVE POWER 144,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 144,000 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

Page 10 of 15 Pages

SCHEDULE 13G

Item 1.

(a) Name of Issuer

Phillips 66

(b) Address of Issuer’s Principal Executive Offices

3010 Briarpark Drive, Houston, TX 77042

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 3024 Harney Street Omaha, Nebraska 68131 Nebraska Corporation | General Re Corp. Employee Retirement Trust 120 Long Ridge Road Stamford, CT 06902 Connecticut |
| Fruit of the Loom Pension Trust c/o Fruit of the Loom Corporation One Fruit of the Loom Drive Bowling Green, KY 42103 Kentucky | FlightSafety International Inc. Retirement Income Plan c/o FlightSafety International Inc. LaGuardia Airport Marine Air Terminal Flushing, NY
11371 New York |
| GEICO Corporation Pension Plan Trust c/o GEICO Corporation One Geico Plaza Washington, DC 20076 Maryland | Johns Manville Corporation Master Pension Trust c/o Johns Manville Corporation 717 17 th Street Denver, CO 80202 Colorado |

(d) Title of Class of Securities

Common Stock

(e) CUSIP Number

718546104

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

National Indemnity Company is an Insurance Company as defined in section 3(a)(19) of the Act.

FlightSafety International Inc. Retirement Income Plan, Fruit of the Loom Pension Trust, GEICO Corporation Pension Plan Trust, Johns Manville Corporation Master Pension Trust, and General Re Corp. Employee Retirement Trust are each an Employee Benefit Plan in accordance with § 240.13d-1(b)(1)(ii)(F).

The Reporting Persons together are a group in accordance with § 240.13d-1(b)(i)(ii)(K).

Page 11 of 15 Pages

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.

Not Applicable.

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 12 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 4 th day of September, 2015

/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, FRUIT OF THE LOOM PENSION TRUST, FLIGHTSAFETY INTERNATIONAL INC. RETIREMENT INCOME PLAN, GEICO CORPORATION PENSION PLAN TRUST, JOHNS MANVILLE
CORPORATION MASTER PENSION TRUST, GENERAL RE CORP. EMPLOYEE RETIREMENT 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

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

Fruit of the Loom Pension Trust

FlightSafety International Inc. Retirement Income Plan

GEICO Corporation Pension Plan Trust

Johns Manville Corporation Master Pension Trust

General Re Corp. Employee 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 Phillips 66. 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: September 4, 2015	/S/ Warren E. Buffett
	Warren E. Buffett
	Berkshire Hathaway Inc.
Dated: September 4, 2015	/S/ Warren E. Buffett
By:	Warren E. Buffett
Title:	Chairman of the Board
	National Indemnity Company
Dated: September 4, 2015	/S/ Marc D. Hamburg
By:	Marc D. Hamburg
Title:	Chairman of the Board
	Fruit of the Loom Pension Trust
Dated: September 4, 2015	/S/ Rick Medin
By:	Rick Medlin
Title:	President and Chief Executive Officer,
	Fruit of the Loom Corporation
	FlightSafety International Inc. Retirement Income Plan
Dated: September 4, 2015	/S/ Bruce Whitman
By:	Bruce Whitman
Title:	President and Chief Executive Officer, FlightSafety
	International Inc.
	GEICO Corporation Pension Plan Trust
Dated: September 4, 2015	/S/ Michael H. Campbell
By:	Michael H. Campbell
Title:	Senior Vice President, GEICO Corporation

	Johns Manville Corporation Master Pension Trust
Dated: September 4, 2015	/S/ Mary Rhinehart
By:	Mary Rhinehart
Title:	President and Chief Executive Officer, Johns Manville Corporation
	General Re Corp. Employee Retirement Trust
Dated: September 4, 2015	/S/ Franklin Montross, IV
By:	Franklin Montross, IV
Title:	President and Chief Executive Officer, General Re Corporation