Obligation IBN 3.625% ( US459200HU86 ) en USD

IBN

100 % ▲

Etas-Unis

US459200HU86 ( en USD )

3.625% par an ( paiement semestriel )

12/02/2024 - Obligation échue

Prospectus brochure de l'obligation IBM US459200HU86 en USD 3.625%, échue

100 000 USD

2 000 000 000 USD

459200HU8

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

IBM est une entreprise multinationale de technologie spécialisée dans les solutions informatiques, le cloud, l'IA et les services de conseil.

L'obligation IBM (US459200HU86/459200HU8), émise aux États-Unis pour un montant total de 2 000 000 000 USD, avec un coupon de 3,625 % payable deux fois par an, est arrivée à échéance le 12/02/2024 et a été intégralement remboursée à son prix nominal de 100 %, affichant des notations A- (S&P) et A3 (Moody's) ; la taille minimale d'achat était de 100 000 USD.

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424B5 1 a2218203z424b5.htm 424B5
CALCULATION OF REGISTRATION FEE

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

Registered(1)

Price Per Unit(1)

Offering Price

Registration Fee(1)

Floating Rate Notes due
2016
$1,000,000,000
100.00%
$1,000,000,000 $128,800.00

1.95% Notes due 2019

750,000,000

99.758%

748,185,000

96,366.23

Floating Rate Notes due
2019
750,000,000
100.00%
750,000,000
96,600.00

3.625% Notes due 2024

2,000,000,000
99.792%

1,995,840,000
257,064.19

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933. Payment of the registration fee for the Notes is being
made by the registrant on a "pay-as-you-go" basis, and has been calculated using the current SEC filing fee rate of $128.80 per
million.
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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-190160
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 26, 2013)
$4,500,000,000
$1,000,000,000 Floating Rate Notes due 2016
$750,000,000 1.950% Notes due 2019
$750,000,000 Floating Rate Notes due 2019
$2,000,000,000 3.625% Notes due 2024
Interest on the 1.950% Notes due 2019 and the 3.625% Notes due 2024 payable semi-annually on February 12 and August 12
Interest on the Floating Rate Notes due 2016 payable quarterly on February 5, May 5, August 5 and November 5 at a floating rate
of three month LIBOR plus 0.07%. Interest on the Floating Rate Notes due 2019 payable quarterly on February 12, May 12,
August 12 and November 12 at a floating rate of three month LIBOR plus 0.37%
The 1.950% Notes due 2019 and the 3.625% Notes due 2024 are redeemable in whole or in part at the option of IBM, as set forth in
this prospectus supplement. Neither series of Floating Rate Notes may be redeemed prior to maturity.
Per Floating
Per Floating
Per 3.625%
Rate Note
Per 1.950%
Rate Note
Note

due 2016
Total
Note due 2019
Total
due 2019
Total
due 2024
Total

Price to
Public(1)

100.000%$ 1,000,000,000
99.758%$ 748,185,000
100.000%$ 750,000,000
99.792%$ 1,995,840,000
Underwriting
Discounts
and
Commissions
0.100%$
1,000,000
0.250%$
1,875,000
0.250%$
1,875,000
0.400%$
8,000,000
Proceeds to
Company(1)
99.900%$ 999,000,000
99.508%$ 746,310,000
99.750%$ 748,125,000
99.392%$ 1,987,840,000
(1) Plus accrued interest from February 12, 2014.
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.
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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 February 12, 2014.
Joint Bookrunning Managers
BNP PARIBAS Goldman, Sachs &
HSBC
J.P. Morgan
Mizuho Securities
RBC Capital Markets
Co.
Co-Managers
BNY Mellon Capital Markets, LLC

Danske Markets Inc.

US Bancorp
Mischler Financial Group, Inc.

Ramirez & Co., Inc.
February 6, 2014
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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
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Where You Can Find More Information
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Use of Proceeds
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Description of Notes
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United States Taxation
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Underwriting
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Offering Restrictions
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Legal Opinions
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Experts
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Prospectus

Summary

1

Use of Proceeds

5

Description of the Debt Securities

5

Description of the Preferred Stock

17

Description of the Capital Stock

22

Description of the Warrants

23

Debt Warrants

23

Stock Warrants

23

Plan of Distribution

24

Legal Opinions

26

Experts

26
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
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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."
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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 85 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.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any
document we file at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-
SEC-0330 for further information on their public reference room. Our SEC filings are also available to the public at the SEC's web site at
(http://www.sec.gov).
The SEC allows us to "incorporate by reference" into this prospectus supplement and the accompanying prospectus the information we
file with it. This means that we can disclose important information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus, and later information
that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until our
offering is completed:
i.
Annual Report on Form 10-K for the year ended December 31, 2012;
ii.
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2013, June 30, 2013 and September 30, 2013; and
iii.
Current Reports on Form 8-K or filed portions of those reports, filed (but not portions of those reports which were
furnished) January 4, 2013, January 22, 2013, January 23, 2013, February 1, 2013, February 7, 2013, April 18, 2013,
April 19, 2013, May 3, 2013, May 6, 2013, July 17, 2013, July 18, 2013, July 31, 2013, September 10, 2013, October 16,
2013, October 17, 2013, November 1, 2013, November 6, 2013, November 7, 2013, November 20, 2013, December 13,
2013, January 21, 2014, January 22, 2014, January 23, 2014 and January 31, 2014.
We encourage you to read our periodic and current reports. Not only do we think these items are interesting reading, we think these
reports provide additional information about our company which prudent investors find important. You may request a copy of these filings
at no cost, by writing to or telephoning our transfer agent at the following address:
Computershare Trust Company, N.A.
P.O. Box 43078
Providence, Rhode Island 02940-3078
(781) 575-2727
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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 $4,480 million and will be used for general corporate purposes.
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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 Floating Rate Notes due 2016, the 1.950% Notes due 2019 (the "1.950% Notes"), the Floating Rate Notes due 2019, and the
3.625% Notes due 2024 (the "3.625 Notes", and together with the Floating Rate Notes due 2016, the 1.950% Notes and the Floating Rate
Notes due 2019, 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 Floating Rate Notes due 2016, the 1.950% Notes,
the Floating Rate Notes due 2019 and the 3.625% Notes will each be a separate series (each a "series") of debt securities under the
Indenture for purposes of, among other things, payments of principal and interest, events of default and consents to amendments to the
Indenture. The Notes will be unsecured and will have the same rank as all of IBM's other unsecured and unsubordinated debt. The Floating
Rate Notes due 2016 will mature on February 5, 2016. The 1.950% Notes will mature on February 12, 2019. The Floating Rate Notes due
2019 will mature on February 12, 2019. The 3.625% Notes will mature on February 12, 2024.
The 1.950% Notes and the 3.625% 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 of any series, issue additional notes having the same ranking and the same
interest rate, maturity and other terms as the Notes of that 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 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 may be
issued if an event of default has occurred with respect to the Notes of such series.
Interest
The 1.950% Notes and the 3.625% Notes will bear interest from February 12, 2014, at the rates of interest stated on the cover page of
this prospectus supplement. Interest on the 1.950% Notes and the 3.625% Notes will be payable semi-annually on February 12 and
August 12 of each year, commencing August 12, 2014 to the persons in whose names the Notes are registered at the close of business on the
fifteenth calendar day preceding each February 12 or August 12. Interest on the 1.950% Notes and the 3.625% Notes will be computed on
the basis of a 360-day year consisting of twelve 30-day months.
Each series of Floating Rate Notes will bear interest from February 12, 2014, at the floating rates of interest described below. Interest
on the Floating Rate Notes due 2016 will be payable quarterly on February 5, May 5, August 5 and November 5 of each year, commencing
May 5, 2014 to the persons in whose names the Floating Rate Notes due 2016 are registered at the close of business on the fifteenth
calendar day preceding each February 5, May 5, August 5 or November 5. Interest on the Floating Rate Notes due 2019 will be payable
quarterly on February 12, May 12, August 12 and November 12 of each year, commencing May 12, 2014 to the persons in whose names the
Floating Rate Notes due 2019 are registered at the close of business on the fifteenth calendar day preceding each February 12, May 12,
August 12 or November 12.
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Interest on each series of Floating Rate Notes will accrue from and including February 12, 2014, to but excluding the first interest
payment date, and then from and including the most recent interest payment date to which interest has been paid or duly provided for, to but
excluding the next interest payment date or maturity date, as the case may be. We refer to each of these periods as an "interest period." The
amount of accrued interest that we will pay for any interest period can be calculated by multiplying the face amount of the Floating Rate
Note by an accrued interest factor. This accrued interest factor is computed by adding the interest factor calculated for each day from
February 12, 2014, or from the last date we paid interest to you, to the date for which accrued interest is being calculated. The interest
factor for each day is computed by dividing the interest rate applicable to that day by 360.
When we use the term "London business day," we mean any day on which dealings in United States dollars are transacted in the
London interbank market. A "business day" means any day except a Saturday, a Sunday or a legal holiday in The City of New York or a day
on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to close. In the
event that any interest payment date (other than the maturity date) and interest reset date for the Floating Rate Notes would otherwise fall on
a day that is not a business day, that interest payment date and interest reset date will be postponed to the next day that is a business day. If
the postponement would cause the day to fall in the next calendar month, the interest payment date and interest reset date will be the
immediately preceding business day.
The interest rate on the Floating Rate Notes will be calculated by the calculation agent appointed by us, initially The Bank of New
York Mellon, and will be equal to LIBOR plus 0.07% in the case of the Floating Rate Notes due 2016 and LIBOR plus 0.37% in the case of
the Floating Rate Notes due 2019. The calculation agent will reset the interest rates on each interest payment date and on February 12,
2014, each of which we refer to as an "interest reset date." The second London business day preceding an interest reset date will be the
"interest determination date" for that interest reset date. The interest rate in effect on each day that is not an interest reset date will be the
interest rate determined as of the interest determination date pertaining to the immediately preceding interest reset date. The interest rate in
effect on any day that is an interest reset date will be the interest rate determined as of the interest determination date pertaining to that
interest reset date.
"LIBOR" will be determined by the calculation agent in accordance with the following provisions:
(a) With respect to any interest determination date, LIBOR will be the rate for deposits in United States dollars having a
maturity of the Index Maturity commencing on the first day of the applicable interest period that appears on Reuters Screen
LIBOR01 Page as of 11:00 a.m., London time, on that interest determination date. If no rate appears, LIBOR for that interest
determination date will be determined in accordance with the provisions described in (b) below.
(b) With respect to an interest determination date on which no rate appears on Reuters Screen LIBOR01 Page, as specified in
(a) above, the calculation agent will request the principal London offices of each of four major reference banks in the London
interbank market, as selected by the calculation agent (after consultation with IBM), to provide the calculation agent with its offered
quotation for deposits in United States dollars for the Index Maturity, commencing on the first day of the applicable interest period,
to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that interest determination date and in a
principal amount that is representative for a single transaction in United States dollars in that market at that time. If at least two
quotations are provided, then LIBOR on that interest determination date will be the arithmetic mean of those quotations. If fewer
than two quotations are provided, then LIBOR on the interest determination date will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m., in The City of New York, on the interest determination date by three major banks in The City of New
York selected by the calculation agent (after consultation with IBM) for loans in United States dollars to leading European banks,
having an Index Maturity and
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in a principal amount that is representative for a single transaction in United States dollars in that market at that time. If, however,
the banks selected by the calculation agent are not providing quotations in the manner described by the previous sentence, LIBOR
determined as of that interest determination date will be LIBOR in effect on that interest determination date.
"Reuters Screen LIBOR01 Page" means the display designated as the Reuters Screen LIBOR01 Page, or such other screen as may
replace the Reuters Screen LIBOR01 Page on the service or any successor service as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for United States dollar deposits.
The Index Maturity will be three months.
All percentages resulting from any calculation of the interest rate on the Floating Rate Notes will be rounded to the nearest one
hundred-thousandth of a percentage point with five one millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545)
would be rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from such calculation on the Floating Rate
Notes will be rounded to the nearest cent (with one-half cent being rounded upward). Each calculation of the interest rate on the Floating
Rate Notes by the calculation agent will (in the absence of manifest error) be final and binding on the noteholders and IBM.
So long as any of the Floating Rate Notes remain outstanding, there will at all times be a calculation agent. If that bank is unable or
unwilling to continue to act as the calculation agent or if it fails to calculate properly the interest rate on the Floating Rate Notes for any
interest period, we will appoint another leading commercial or investment bank to act as calculation agent in its place. The calculation
agent may not resign its duties without a successor having been appointed.
Optional Redemption
The 1.950% Notes and the 3.625% 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 7.5 basis points
in the case of the 1.950% Notes and 15 basis points in the case of the 3.625% Notes, plus, in either case, accrued interest to
the date of redemption which has not been paid.
"Treasury Rate" means, with respect to any redemption date for either series of 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 the
relevant series of Notes, yields for the two published maturities most closely corresponding to the Comparable Treasury
Issue will be
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