Obligation IBM 2.9% ( US459200HA23 ) en USD

IBM

102.12 % ⇌

Etats-unis

US459200HA23 ( en USD )

2.9% par an ( paiement semestriel )

31/10/2021 - Obligation échue

Prospectus brochure de l'obligation IBM US459200HA23 en USD 2.9%, échue

100 000 USD

500 000 000 USD

459200HA2

N/A

L'Obligation émise par IBM ( Etats-unis ) , en USD, avec le code ISIN US459200HA23, paye un coupon de 2.9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/10/2021

http://www.sec.gov/Archives/edgar/data/51143/000104746911008827/a...
424B5 1 a2206059z424b5.htm 424B5
QuickLinks -- Click here to rapidly navigate through this document
CALCULATION OF REGISTRATION FEE

Amount of
Title of Each Class of Securities
Amount to be
Maximum Offering
Maximum Aggregate
Registration
to be Registered

Registered(1)

Price Per Unit(1)

Offering Price

Fee(1)(2)

0.875% Notes due 2014

$1,350,000,000
99.888%

$1,348,488,000
$154,537

2.900% Notes due 2021

500,000,000

99.065%

495,325,000

56,765

1.
Calculated in accordance with Rule 457(r) under the Securities Act of 1933 (the "Securities Act"). Pursuant to Rule 457(p)
under the Securities Act and Securities Act Release No. 7943, dated January 26, 2001, registration fees of $1,702,000 were
paid with respect to unsold securities that were previously registered under a Registration Statement on Form S-3
(Registration No. 333-102603), filed by International Business Machines Corporation on January 21, 2003, and carried over
to Automatic Shelf Registration Statement on Form S-3 filed on August 3, 2007 by International Business Machines
Corporation (Registration No. 333-145104) and IBM International Group Capital LLC (Registration No. 333-145104-01).
Such prepaid registration fees were originally sourced and carried over from an earlier Registration Statement on Form S-3,
filed by IBM Credit Corporation (CIK 353524) on September 7, 1999 (Registration No. 333-86615).
2.
$404,757 of prepaid registration fees is presently available for offset. The $211,302 aggregate registration fee associated
with the two instant offerings noted above (calculated at the current SEC filing fee rate of $114.60 per million) is hereby
offset against the prepaid registration fees. Since the prepaid registration fees completely offset the aggregate registration fee
for these offerings, no additional registration fee is payable for the instant offering. More importantly, following the instant
offering, a total of $193,455 will still remain available for offset against future registration fees that would otherwise be
payable under the current Automatic Shelf Registration Statement on Form S-3, which was filed on July 27, 2010 by
International Business Machines Corporation (Registration No. 333-168333) and IBM International Group Capital LLC
(Registration No. 333-168333-01).
1 of 52
10/31/2011 11:24 AM

http://www.sec.gov/Archives/edgar/data/51143/000104746911008827/a...
Filed Pursuant to 424(b)(5)
Registration Number 333-168333
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 27, 2010)
$1,850,000,000
Armonk, New York (914) 499-1900
$1,350,000,000 0.875% Notes due 2014
$500,000,000 2.900% Notes due 2021
Interest on the 2014 Notes payable semi-annually on April 30 and October 31
Interest on the 2021 Notes payable semi-annually on May 1 and November 1
The Notes are redeemable in whole or in part at the option of IBM, as set forth in this prospectus supplement.
Per Note
Per Note

due 2014

Total

due 2021

Total

Price to Public(1)

99.888% $ 1,348,488,000
99.065% $
495,325,000
Underwriting Discounts and Commissions

0.150% $
2,025,000
0.450% $
2,250,000
Proceeds to Company(1)

99.738% $ 1,346,463,000
98.615% $
493,075,000
(1) Plus accrued interest from November 1, 2011.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities,
or determined if this prospectus supplement or the accompanying prospectus are truthful or complete. Any representation to
the contrary is a criminal offense.
The Underwriters expect to deliver the Notes to purchasers in book-entry form only through the Depository Trust Company,
for the benefit of its participants, including Clearstream Banking and the Euroclear System, on November 1, 2011.
Joint Bookrunning Managers
2 of 52
10/31/2011 11:24 AM

http://www.sec.gov/Archives/edgar/data/51143/000104746911008827/a...
BNP
J.P.
Barclays Capital

PARIBAS Citigroup
Morgan
Co-Managers
Credit Suisse
Lebenthal Capital Markets
Mizuho Securities
RBC Capital Markets
RBS
October 27, 2011
3 of 52
10/31/2011 11:24 AM

http://www.sec.gov/Archives/edgar/data/51143/000104746911008827/a...
We have not authorized anyone to provide any information other than that contained in or incorporated by reference in
this prospectus supplement and the accompanying prospectus. We take no responsibility for, and can provide no assurance as
to the reliability of, any other information. We are not making an offer of these securities in any jurisdiction where the offer is
not permitted. You should not assume that the information contained in this prospectus supplement or the accompanying
prospectus is accurate as of any date other than the date on the front of this prospectus supplement.
The Notes are offered globally for sale in those jurisdictions in the United States and elsewhere where it is lawful to
make such offers. See "Offering Restrictions."
TABLE OF CONTENTS

Page

Prospectus Supplement

International Business Machines Corporation
S-3
Use of Proceeds
S-4
Capitalization
S-4
Ratio of Income From Continuing Operations to Fixed Charges
S-4
Description of Notes
S-5
United States Taxation
S-11
Underwriting
S-15
Offering Restrictions
S-16
Legal Opinions
S-17
Experts
S-17

Prospectus
Summary

1
Ratios of Earnings from Continuing Operations to Fixed Charges

3
Where You Can Find More Information

3
Description of the Company

4
Use of Proceeds

4
Description of the Debt Securities

4
Description of the Preferred Stock

17
Description of the Capital Stock

22
Description of the Warrants

22
Debt Warrants
22
Stock Warrants
23
Plan of Distribution

24
Legal Opinions
25
Experts
25
The distribution of this prospectus supplement and accompanying prospectus and the offering of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this prospectus supplement and the accompanying prospectus come should
inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus do not
constitute, and may not be used in connection with an offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to
whom it is unlawful to make such offer or solicitation. See "Offering Restrictions."
S-2
4 of 52
10/31/2011 11:24 AM

http://www.sec.gov/Archives/edgar/data/51143/000104746911008827/a...
INTERNATIONAL BUSINESS MACHINES CORPORATION
International Business Machines Corporation (IBM) was incorporated in the State of New York on June 16, 1911, as the
Computing-Tabulating-Recording Co. (C-T-R), a consolidation of the Computing Scale Co. of America, the Tabulating Machine Co.
and The International Time Recording Co. of New York. Since that time, IBM has focused on the intersection of business insight and
technological invention, and its operations and aims have been international in nature. This was signaled over 80 years ago, in 1924,
when C-T-R changed its name to International Business Machines Corporation. And it continues today: IBM creates business value
for clients and solves business problems through integrated solutions that leverage information technology and deep knowledge of
business processes. IBM solutions typically create value by reducing a client's operational costs or by enabling new capabilities that
generate revenue. These solutions draw from an industry leading portfolio of consulting, delivery and implementation services,
enterprise software, systems and financing.
S-3
5 of 52
10/31/2011 11:24 AM

http://www.sec.gov/Archives/edgar/data/51143/000104746911008827/a...
USE OF PROCEEDS
The net proceeds from the sale of the Notes after deducting underwriting discounts and commissions and expenses to be paid by
IBM are estimated to be approximately $1,839 million and will be used for general corporate purposes.
CAPITALIZATION
The following table sets forth the consolidated capitalization of IBM at September 30, 2011, and as adjusted to give effect to the
issuance of the Notes offered hereby.

September 30, 2011

Outstanding
As Adjusted

(Dollars
in
millions)

Short-term
debt
$
6,071 $
6,071

Long-term
debt:

International Business Machines Corporation

22,100
23,950
Consolidated
subsidiaries

1,989
1,989

Total long-term debt
$
24,089 $
25,939

Equity

IBM stockholders' equity:

Common stock--par value $0.20 per share and additional paid-in capital
47,558
47,558
Shares authorized: 4,687,500,000

Shares issued: 2,179,118,982

Retained
earnings
100,266 100,266
Treasury stock--at cost

(107,434) (107,434)
Shares: 1,000,500,814

Accumulated other comprehensive income/(loss)

(18,099)
(18,099)

Total IBM stockholders' equity

22,291
22,291

Noncontrolling
interests

87
87

Total
equity

22,378
22,378

Total
capitalization
$
52,538 $
54,388

Notes:--
Numbers may not total due to rounding.
From January 31, 1995 through September 30, 2011, IBM repurchased approximately $139.3 billion of its capital
stock under a series of authorizations from IBM's Board of Directors that permits up to $144.5 billion in repurchases.
RATIO OF INCOME FROM CONTINUING OPERATIONS TO FIXED CHARGES
The ratio of income from continuing operations to fixed charges has been computed by dividing income from continuing
operations before income taxes (which excludes (a) amortization of capitalized interest and (b) IBM's share in the income and losses
of less than 50% owned affiliates) and fixed charges (excluding capitalized interest) by fixed charges. "Fixed charges" consist of
interest expense, capitalized interest and that portion of rental expense deemed to be representative of interest.

Nine Months

Year Ended December 31,

Ended September 30,

2011
2010 2009 2008 2007 2006
Ratio of income from continuing
operations
to
fixed
charges

13.4 14.1 11.8 9.2 8.4 10.1
S-4
6 of 52
10/31/2011 11:24 AM

http://www.sec.gov/Archives/edgar/data/51143/000104746911008827/a...
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes supplements, and to the extent inconsistent replaces, the
description of the general terms and provisions of the debt securities set forth in the accompanying prospectus.
General
The 0.875% Notes due 2014 (the "2014 Notes") and the 2.900% Notes due 2021 (the "2021 Notes", and together with the 2014
Notes, the "Notes") will be issued under an Indenture (the "Senior Indenture") dated as of October 1, 1993, between IBM and The
Bank of New York Mellon, as Trustee, as supplemented by the First Supplemental Indenture dated as of December 15, 1995, filed as
an exhibit to the Registration Statement of which the accompanying prospectus is a part. The 2014 Notes and the 2021 Notes will be
two separate series (each a "series") of debt securities under the Indenture. The Notes will be unsecured and will have the same rank
as all of IBM's other unsecured and unsubordinated debt. The Notes will bear interest from November 1, 2011, at the applicable rate
of interest stated on the cover page of this prospectus supplement. Interest on the 2014 Notes will be payable semi-annually on
April 30 and October 31 of each year, commencing April 30, 2012 to the persons in whose names the 2014 Notes are registered at the
close of business on the fifteenth calendar day preceding each April 30 or October 31, payable in equal semi-annual installments.
Interest on the 2021 Notes will be payable semi-annually on May 1 and November 1 of each year, commencing May 1, 2012, to the
persons in whose names the 2021 Notes are registered at the close of business on the fifteenth calendar day preceding each May 1 or
November 1, payable in equal semi-annual installments. Interest on the Notes will be computed on the basis of a 360-day year
consisting of twelve 30-day months. The 2014 Notes will mature on October 31, 2014 and the 2021 Notes will mature on
November 1, 2021.
The Notes will be subject to defeasance and covenant defeasance as provided in "Description of the Debt Securities
--Satisfaction and Discharge; Defeasance" in the accompanying prospectus. The Notes will be issued in denominations of $100,000
and multiples of $1,000 in excess thereof.
IBM may, without the consent of the holders of Notes, issue additional notes of either series having the same ranking and the
same interest rate, maturity and other terms as the Notes of such series, provided however, that no such additional notes may be
issued unless such additional notes are fungible with the Notes of such series for U.S. federal income tax purposes. Any additional
notes of either series having such similar terms, together with the Notes of such series, will constitute a single series of notes under
the Senior Indenture. No additional notes of either series may be issued if an event of default has occurred with respect to the Notes
of such series.
Optional Redemption
The Notes will be redeemable, as a whole or in part, at IBM's option, at any time or from time to time, on at least 30 days, but
not more than 60 days, prior notice to holders of the Notes to be redeemed given in accordance with "Description of the Debt
Securities--Notices to Holders" in the accompanying prospectus, at a redemption price equal to the greater of:
·
100% of the principal amount of the Notes to be redeemed, plus accrued interest, if any, to the redemption date; or
·
the sum of the present values of the Remaining Scheduled Payments, as defined below, discounted, on a semiannual
basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate, as defined below, plus
10 basis points in the case of the 2014 Notes and 12.5 basis points in the case of the 2021 Notes, plus accrued interest
to the date of redemption which has not been paid.
S-5
7 of 52
10/31/2011 11:24 AM

http://www.sec.gov/Archives/edgar/data/51143/000104746911008827/a...
"Treasury Rate" means, with respect to any redemption date for a series of the Notes:
·
the yield, under the heading which represents the average for the immediately preceding week, appearing in the most
recently published statistical release designated "H.15(519)" or any successor publication which is published weekly
by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United
States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue; provided that if no maturity is within three months before or
after the maturity date for such series of Notes, yields for the two published maturities most closely corresponding to
the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from
those yields on a straight line basis rounding to the nearest month; or
·
if that release, or any successor release, is not published during the week preceding the calculation date or does not
contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for that redemption date.
The Treasury Rate will be calculated on the third business day preceding the redemption date.
"Comparable Treasury Issue" with respect to a series of the Notes means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of such series of Notes.
"Independent Investment Banker" means one of the Reference Treasury Dealers, to be appointed by IBM.
"Comparable Treasury Price" means, with respect to any redemption date:
·
the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and
lowest of such Reference Treasury Dealer Quotations; or
·
if the trustee obtains fewer than four Reference Treasury Dealer Quotations, the average of all quotations obtained by
the trustee.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a
percentage of its principal amount, quoted in writing to the trustee by such Reference Treasury Dealer at 3:30 p.m., New York City
time on the third business day preceding such redemption date.
"Reference Treasury Dealer" means each of Barclays Capital Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc.
and J.P. Morgan Securities LLC and their respective successors; provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer, which we refer to as a "Primary Treasury Dealer," IBM will substitute therefor another
nationally recognized investment banking firm that is a Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to each Note to be redeemed, the remaining scheduled payments of the
principal thereof and interest thereon that would be due after the related redemption date but for such redemption; provided, however,
that, if such redemption date is not an interest payment date with respect to such Note, the amount of the next succeeding scheduled
interest payment thereon will be deemed to be reduced by the amount of interest accrued thereon to such redemption date.
S-6
8 of 52
10/31/2011 11:24 AM

http://www.sec.gov/Archives/edgar/data/51143/000104746911008827/a...
On and after the redemption date of the Notes of a series, interest will cease to accrue on the Notes of such series or any portion
thereof called for redemption, unless IBM defaults in the payment of the redemption price and accrued interest. On or before the
redemption date, IBM will deposit with a paying agent, or the trustee, money sufficient to pay the redemption price of and accrued
interest on the Notes to be redeemed on such date. If less than all of the Notes of a series are to be redeemed, the Notes to be
redeemed shall be selected by the trustee by such method as the trustee shall deem fair and appropriate.
Book-Entry, Delivery and Form
The Notes will be issued in the form of one or more fully registered Global Notes (the "Global Notes") which will be deposited
with, or on behalf of, The Depository Trust Company, New York, New York (the "Depositary" or "DTC") and registered in the name
of Cede & Co., the Depositary's nominee. Beneficial interests in the Global Notes will be represented through book-entry accounts of
financial institutions acting on behalf of beneficial owners as direct and indirect participants in the Depositary.
Investors may elect to hold interests in the Global Notes through the Depositary, Clearstream Banking Luxembourg S.A.
("Clearstream") or Euroclear Bank S.A., as operator of the Euroclear System ("Euroclear") if they are participants in such systems, or
indirectly through organizations which are participants in such systems. Clearstream and Euroclear will hold interests on behalf of
their participants through customers' securities accounts in Clearstream's and Euroclear's names on the books of their respective
depositaries, which in turn will hold such interests in customers' securities accounts in the depositaries' names on the books of the
Depositary. Citibank, N.A. will act as depositary for Clearstream and JPMorgan Chase Bank will act as depositary for Euroclear (in
such capacities, the "U.S. Depositaries"). Except as described below, the Global Notes may be transferred, in whole and not in part,
only to another nominee of the Depositary or to a successor of the Depositary or its nominee.
The Depositary has advised IBM as follows: the Depositary is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to
the provisions of Section 17A of the Securities Exchange Act of 1934. The Depositary holds securities deposited with it by its
participants and facilitates the settlement of transactions among its participants in such securities through electronic computerized
book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. The
Depositary's participants include securities brokers and dealers (including the Underwriters), banks, trust companies, clearing
corporations and certain other organizations, some of whom (and/or their representatives) own the Depositary. Access to the
Depositary book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a participant, either directly or indirectly.
Clearstream advises that it is incorporated under the laws of Luxembourg as a bank. Clearstream holds securities for its
customers ("Clearstream Customers") and facilitates the clearance and settlement of securities transactions between Clearstream
Customers through electronic book-entry transfers between their accounts. Clearstream provides to Clearstream Customers, among
other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities
lending and borrowing. Clearstream interfaces with domestic securities markets in over 30 countries through established depository
and custodial relationships. As a bank, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the
Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream Customers are recognized financial institutions
around the world, including underwriters, securities brokers and dealers, banks, trust
S-7
9 of 52
10/31/2011 11:24 AM

http://www.sec.gov/Archives/edgar/data/51143/000104746911008827/a...
companies, clearing corporations and certain other organizations. Clearstream's U.S. customers are limited to securities brokers and
dealers and banks. Indirect access to Clearstream is also available to other institutions such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a Clearstream Customer.
Distributions with respect to the Notes held through Clearstream will be credited to cash accounts of Clearstream Customers in
accordance with its rules and procedures, to the extent received by the U.S. Depositary for Clearstream.
Euroclear advises that it was created in 1968 to hold securities for its participants ("Euroclear Participants") and to clear and
settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby
eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash.
Euroclear provides various other services, including securities lending and borrowing and interfaces with domestic markets in
several countries. Euroclear is operated by Euroclear Bank S.A. (the "Euroclear Operator"), under contract with Euroclear Clearance
Systems, S.C., a Belgian cooperative corporation (the "Cooperative"). All operations are conducted by the Euroclear Operator, and
all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the
Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include
banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the
Underwriters. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with
a Euroclear Participant, either directly or indirectly.
Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions
Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law (collectively,
the "Terms and Conditions"). The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of
securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are
held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator
acts under the Terms and Conditions only on behalf of Euroclear Participants and has no record of or relationship with persons
holding through Euroclear Participants.
Distributions with respect to the Notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear
Participants in accordance with the Terms and Conditions, to the extent received by the U.S. Depositary for Euroclear.
Euroclear further advises that investors that acquire, hold and transfer interests in the Notes by book-entry through accounts with
the Euroclear Operator or any other securities intermediary are subject to the laws and contractual provisions governing their
relationship with their intermediary, as well as the laws and contractual provisions governing the relationship between such an
intermediary and each other intermediary, if any, standing between themselves and the Global Notes.
The Euroclear Operator advises as follows: Under Belgian law, investors that are credited with securities on the records of the
Euroclear Operator have a co-property right in the fungible pool of interests in securities on deposit with the Euroclear Operator in
an amount equal to the amount of interests in securities credited to their accounts. In the event of the insolvency of the Euroclear
Operator, Euroclear Participants would have a right under Belgian law to the return of the amount and type of interests in securities
credited to their accounts with the Euroclear Operator. If the Euroclear Operator did not have a sufficient amount of interests in
securities on deposit of a particular type to cover the claims of all Participants credited with such interests in securities on the
Euroclear Operator's records, all Participants having an amount of interests in securities of such type credited to their
S-8
10 of 52
10/31/2011 11:24 AM