0001193125-19-040921.txt : 20190214 0001193125-19-040921.hdr.sgml : 20190214 20190214162502 ACCESSION NUMBER: 0001193125-19-040921 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 GROUP MEMBERS: GEICO CORP GROUP MEMBERS: GOVERNMENT EMPLOYEES INSURANCE CO GROUP MEMBERS: NATIONAL INDEMNITY CO GROUP MEMBERS: WARREN E. BUFFETT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DELTA AIR LINES INC /DE/ CENTRAL INDEX KEY: 0000027904 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 580218548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12283 FILM NUMBER: 19606850 BUSINESS ADDRESS: STREET 1: HARTSFIELD-JACKSON ATLANTA INTL AIRPORT STREET 2: 1030 DELTA BOULEVARD CITY: ATLANTA STATE: GA ZIP: 30354-1989 BUSINESS PHONE: 4047152600 MAIL ADDRESS: STREET 1: P.O. BOX 20706 STREET 2: DEPT 981 CITY: ATLANTA STATE: GA ZIP: 30320-6001 FORMER COMPANY: FORMER CONFORMED NAME: DELTA AIR CORP DATE OF NAME CHANGE: 19660908 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERKSHIRE HATHAWAY INC CENTRAL INDEX KEY: 0001067983 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 470813844 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3555 FARNAM STREET CITY: OMAHA STATE: NE ZIP: 68131 BUSINESS PHONE: 4023461400 MAIL ADDRESS: STREET 1: 3555 FARNAM STREET CITY: OMAHA STATE: NE ZIP: 68131 FORMER COMPANY: FORMER CONFORMED NAME: NBH INC DATE OF NAME CHANGE: 19980810 SC 13G/A 1 d674506dsc13ga.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)

 

 

DELTA AIR LINES, INC.

(Name of Issuer)

 

 

COMMON STOCK

(Title of Class of Securities)

247361702

(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. 247361702   13G   Page 2 of 12 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

 

65,535,000 shares of Common Stock

   7   

SOLE DISPOSITIVE POWER

 

NONE

   8   

SHARED DISPOSITIVE POWER

 

65,535,000 shares of Common Stock

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

65,535,000 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

 

9.6%

12  

TYPE OF REPORTING PERSON

 

IN

 

CUSIP No. 247361702   13G   Page 3 of 12 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

 

65,535,000 shares of Common Stock

   7   

SOLE DISPOSITIVE POWER

 

NONE

   8   

SHARED DISPOSITIVE POWER

 

65,535,000 shares of Common Stock

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

65,535,000 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

 

9.6%

12  

TYPE OF REPORTING PERSON

 

HC, CO

 

CUSIP No. 247361702   13G   Page 4 of 12 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

 

65,535,000 shares of Common Stock

   7   

SOLE DISPOSITIVE POWER

 

NONE

   8   

SHARED DISPOSITIVE POWER

 

65,535,000 shares of Common Stock

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

65,535,000 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

 

9.6%

12  

TYPE OF REPORTING PERSON

 

IC, CO

 

CUSIP No. 247361702   13G   Page 5 of 12 Pages

 

  1   

NAME OF REPORTING PERSON

 

GEICO 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 Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

NONE

   6   

SHARED VOTING POWER

 

6,993,123 shares of Common Stock

   7   

SOLE DISPOSITIVE POWER

 

NONE

   8   

SHARED DISPOSITIVE POWER

 

6,993,123 shares of Common Stock

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,993,123 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

 

1.0%

12  

TYPE OF REPORTING PERSON

 

HC, CO

 

CUSIP No. 247361702   13G   Page 6 of 12 Pages

 

  1   

NAME OF REPORTING PERSON

 

Government Employees 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 Maryland

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

NONE

   6   

SHARED VOTING POWER

 

6,993,123 shares of Common Stock

   7   

SOLE DISPOSITIVE POWER

 

NONE

   8   

SHARED DISPOSITIVE POWER

 

6,993,123 shares of Common Stock

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,993,123 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

 

1.0%

12  

TYPE OF REPORTING PERSON

 

IC, CO

 

 

Page 7 of 12 Pages

Item 1.

 

  (a)

Name of Issuer

Delta Air Lines, Inc.

 

  (b)

Address of Issuer’s Principal Executive Offices

P.O. Box 20706, Atlanta, GA 30320

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

   

GEICO Corporation

One GEICO Plaza

Washington, DC 20076

Delaware corporation

Government Employees Insurance Company

One GEICO Plaza

Washington, DC 20076

Maryland corporation

   

 

Page 8 of 12 Pages

  (d)

Title of Class of Securities

Common Stock

 

  (e)

CUSIP Number

247361702

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 Government Employees 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

 

Page 9 of 12 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 10 of 12 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 14th 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, GEICO CORPORATION AND GOVERNMENT EMPLOYEES 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.

GEICO Corporation

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

National Indemnity Company

Government Employees 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 Delta Air Lines, Inc. 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

 

GEICO Corporation

 

Dated: February 14, 2019     /S/ William E. Roberts
   

By: William E. Roberts

Title: President

   

 

Government Employees Insurance Company

 

Dated: February 14, 2019     /S/ William E. Roberts
   

By: William E. Roberts

Title: President