SC 13G/A

SC 13G/A 1 d302910dsc13ga.htm SC 13G/A 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)

PHILLIPS 66

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

718546104

(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)

*	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 16 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 80,689,892 shares of Common Stock
		7	SOLE DISPOSITIVE POWER NONE
		8	SHARED DISPOSITIVE POWER 80,689,892 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 80,689,892 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 15.5%
12	TYPE OF REPORTING PERSON IN


CUSIP No. 718546104		13G		Page 3 of 16 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 80,689,892 shares of Common Stock
		7	SOLE DISPOSITIVE POWER NONE
		8	SHARED DISPOSITIVE POWER 80,689,892 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 80,689,892 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 15.5%
12	TYPE OF REPORTING PERSON HC, CO


CUSIP No. 718546104		13G		Page 4 of 16 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 64,605,892 shares of Common Stock
		7	SOLE DISPOSITIVE POWER NONE
		8	SHARED DISPOSITIVE POWER 64,605,892 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 64,605,892 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 12.4%
12	TYPE OF REPORTING PERSON IC, CO


CUSIP No. 718546104		13G		Page 5 of 16 Pages


1	NAME OF REPORTING PERSON National Liability and Fire 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		5	SOLE VOTING POWER NONE
		6	SHARED VOTING POWER 1,266,000 shares of Common Stock
		7	SOLE DISPOSITIVE POWER NONE
		8	SHARED DISPOSITIVE POWER 1,266,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,266,000 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 0.2%
12	TYPE OF REPORTING PERSON IC, CO


CUSIP No. 718546104		13G		Page 6 of 16 Pages


1	NAME OF REPORTING PERSON Berkshire Hathaway Assurance Corporation
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 1,558,000 shares of Common Stock
		7	SOLE DISPOSITIVE POWER NONE
		8	SHARED DISPOSITIVE POWER 1,558,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,558,000 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 0.3%
12	TYPE OF REPORTING PERSON IC, CO


CUSIP No. 718546104		13G		Page 7 of 16 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		5	SOLE VOTING POWER NONE
		6	SHARED VOTING POWER 6,771,000 shares of Common Stock
		7	SOLE DISPOSITIVE POWER NONE
		8	SHARED DISPOSITIVE POWER 6,771,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,771,000 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 1.3%
12	TYPE OF REPORTING PERSON IC, CO


CUSIP No. 718546104		13G		Page 8 of 16 Pages


1	NAME OF REPORTING PERSON Fruit of the Loom Pension 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 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 9 of 16 Pages


1	NAME OF REPORTING PERSON FlightSafety International Inc. Retirement Income 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 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 10 of 16 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 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 11 of 16 Pages


1	NAME OF REPORTING PERSON Johns Manville Corporation Master Pension 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 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 12 of 16 Pages


1	NAME OF REPORTING PERSON General Re Corp. Employee 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 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 13 of 16 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 1314 Douglas Street Omaha, Nebraska 68102 Nebraska corporation		National Liability and Fire Insurance Company 1314 Douglas Street Omaha, NE 68102 Connecticut Corporation

		Berkshire Hathaway Assurance Corporation 1314 Douglas Street Omaha, NE 68102 New York Corporation		Columbia Insurance Company 1314 Douglas Street Omaha, NE 68102 Nebraska Corporation
		Fruit of the Loom Pension Trust c/o Fruit of the Loom Corporation One Fruit of the Loom Drive Bowling Green, KY 42103 Delaware		General Re Corp. Employee Retirement Trust 120 Long Ridge Road Stamford, CT 06902 Connecticut

		GEICO Corporation Pension Plan Trust c/o GEICO Corporation One Geico Plaza Washington, DC 20076 Maryland		FlightSafety International Inc. Retirement Income Plan c/o FlightSafety International Inc. LaGuardia Airport Marine Air Terminal Flushing, NY 11371 New York

				Johns Manville Corporation Master Pension Trust c/o Johns Manville Corporation 717 17^th Street Denver, CO 80202 Colorado


		Page 14 of 16 Pages

(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, National Liability and Fire Insurance Company, Berkshire Hathaway Assurance Corporation and Columbia Insurance Company are 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).

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.


		Page 15 of 16 Pages

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 16 of 16 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


/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, NATIONAL LIABILITY AND FIRE INSURANCE COMPANY, BERKSHIRE HATHAWAY ASSURANCE CORPORATION AND COLUMBIA 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

National Liability and Fire Insurance Company

Berkshire Hathaway Assurance Corporation

Columbia Insurance 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: February 14, 2017		/S/ Warren E. Buffett
		Warren E. Buffett

		Berkshire Hathaway Inc.

Dated: February 14, 2017		/S/ Warren E. Buffett
	By:	Warren E. Buffett
	Title:	Chairman of the Board

		National Indemnity Company

Dated: February 14, 2017		/S/ Marc D. Hamburg
	By:	Marc D. Hamburg
	Title:	Chairman of the Board

		Fruit of the Loom Pension Trust

Dated: February 14, 2017		/S/ Melissa Burgess-Taylor
	By:	Melissa Burgess-Taylor
	Title:	President and Chief Executive Officer,
		Fruit of the Loom Corporation

		FlightSafety International Inc. Retirement Income Plan


Dated: February 14, 2017		/S/ Bruce Whitman
	By:	Bruce Whitman
	Title:	President and Chief Executive Officer, FlightSafety International Inc.

		GEICO Corporation Pension Plan Trust

Dated: February 14, 2017		/S/ William E. Roberts
	By:	William E. Roberts
	Title:	President, GEICO Corporation

		Johns Manville Corporation Master Pension Trust

Dated: February 14, 2017		/S/ Mary Rhinehart
	By:	Mary Rhinehart
	Title:	President and Chief Executive Officer, Johns Manville Corporation

		General Re Corp. Employee Retirement Trust

Dated: February 14, 2017		/S/ Kara Raiguel
	By:	Kara Raiguel
	Title:	President and Chief Executive Officer, General Re Corporation

		National Liability and Fire Insurance Company

Dated: February 14, 2017		/S/ Donald F. Wurster
	By:	Donald F. Wurster
	Title:	President and Chief Executive Officer

		Berkshire Hathaway Assurance Corporation

Dated: February 14, 2017		/S/ Donald F. Wurster
	By:	Donald F. Wurster
	Title:	President and Chief Executive Officer,

		Columbia Insurance Company

Dated: February 14, 2017		/S/ Donald F. Wurster
	By:	Donald F. Wurster
	Title:	President and Chief Executive Officer,