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. 6)*
International Business Machines Corporation
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
459200101
(CUSIP Number)
December 31, 2017
(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.)
13G
| CUSIP No. 459200101 | Page 2 of 9 Pages |
| 1 | NAME OF REPORTING PERSONS
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
9,000 | ||||
| 6 | SHARED VOTING POWER
2,048,085 | |||||
| 7 | SOLE DISPOSITIVE POWER
9,000 | |||||
| 8 | SHARED DISPOSITIVE POWER
2,048,085 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,057,085 | |||||
| 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*
IN | |||||
13G
| CUSIP No. 459200101 | Page 3 of 9 Pages |
| 1 | NAME OF REPORTING PERSONS
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
2,048,085 | |||||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||||
| 8 | SHARED DISPOSITIVE POWER
2,048,085 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,048,085 | |||||
| 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*
HC, CO | |||||
13G
| CUSIP No. 459200101 | Page 4 of 9 Pages |
| 1 | NAME OF REPORTING PERSONS
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
2,048,085 | |||||
| 7 | SOLE DISPOSITIVE POWER
NONE | |||||
| 8 | SHARED DISPOSITIVE POWER
2,048,085 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,048,085 | |||||
| 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*
IC, CO | |||||
SCHEDULE 13G
| Item 1. |
| (a) | Name of Issuer: |
International Business Machines Corporation
| (b) | Address of Issuer’s Principal Executive Offices: |
1 New Orchard Road, Armonk, NY 10504
| 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
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
459200101
| 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 is an Insurance Company as defined in section 3(a)(19) of the Act.
The Reporting Persons together are a Group in accordance with §240.13d-1(b)(1)(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. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.
| 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.
| February 14, 2018 |
Berkshire Hathaway Inc. | |
| Date | ||
| By: /s/ Warren E. Buffett | ||
| /s/ Warren E. Buffett |
Signature | |
| Signature | ||
| Warren E. Buffett, Chairman of the Board | ||
| Warren E. Buffett |
Name/Title | |
| Name | ||
| February 14, 2018 | ||
| Date | ||
| National Indemnity Company | ||
| By: /s/ Warren E. Buffett | ||
| Signature | ||
| Warren E. Buffett | ||
| Attorney-in-Fact
| ||
| Name/Title | ||
| February 14, 2018 | ||
| Date | ||
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
SCHEDULE 13G
EXHIBIT B
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
AND POWER OF ATTORNEY
The undersigned persons agree and consent to the joint filing on their behalf of Schedule 13G and all amendments thereto in connection with their beneficial ownership of the Common Stock of International Business Machines Corporation.
Each person other than Warren E. Buffett whose signature appears below hereby constitutes and appoints Warren E. Buffett as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to act for him and in his name, place and stead, in any and all capacities, to sign a Schedule 13G and any or all amendments to Schedule 13G in connection with the beneficial ownership of the Common Stock of International Business Machines Corporation, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute may lawfully do or cause to be done by virtue hereof.
| Dated: February 14, 2018 | /S/ Warren E. Buffett | |||
| Warren E. Buffett | ||||
| Berkshire Hathaway Inc. | ||||
| Dated: February 14, 2018 | /S/ Warren E. Buffett | |||
| By: | Warren E. Buffett | |||
| Title: | Chairman of the Board | |||
| National Indemnity Company | ||||
| Dated: February 14, 2018 | /S/ Dale D. Geistkemper | |||
| By: | Dale D. Geistkemper | |||
| Title: | Treasurer | |||