Bond IBN 0.45% ( US459200HL87 ) in USD

IBN

100 % ⇌

United States

US459200HL87 ( in USD )

0.45% per year ( payment 2 times a year)

06/05/2016 - Bond has expired

Prospectus brochure of the bond IBM US459200HL87 in USD 0.45%, expired

100 000 USD

1 000 000 000 USD

459200HL8

AA- ( High grade - Investment-grade )

Aa3 ( High grade - Investment-grade )

IBM is a multinational technology company offering consulting, cloud computing, and cognitive solutions, among other services and products.

IBM's US$1,000,000,000 0.45% bond (CUSIP: 459200HL8, ISIN: US459200HL87), issued in the United States, matured on June 5, 2016, with a minimum purchase amount of US$100,000, a semi-annual coupon payment, and was rated AA- by S&P and Aa3 by Moody's, having been redeemed at 100% of face value.

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424B5 1 a2215000z424b5.htm 424B5
CALCULATION OF REGISTRATION FEE

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

Registered(1)

Price Per Unit(1)

Offering Price
Registration Fee(1)

0.450% Notes due 2016

$1,000,000,000
99.718%

$997,180,000
$136,016

1.625% Notes due 2020

1,250,000,000
99.249%

1,240,612,500
169,220

(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 $136.40 per million.
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Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-168333
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 27, 2010)
$2,250,000,000
International Business Machines Corporation
Armonk, New York (914) 499-1900
$1,000,000,000 0.450% Notes due 2016
$1,250,000,000 1.625% Notes due 2020
Interest on the 2016 Notes payable semi-annually on May 6 and November 6
Interest on the 2020 Notes payable semi-annually on May 15 and November 15
The Notes are redeemable in whole or in part at the option of IBM, as set forth in this prospectus supplement.

Per 2016 Note

Total

Per 2020 Note

Total

Price to Public(1)

99.718% $
997,180,000
99.249% $
1,240,612,500
Underwriting Discounts and Commissions

0.150% $
1,500,000
0.300% $
3,750,000
Proceeds to Company(1)

99.568% $
995,680,000
98.949% $
1,236,862,500
(1) Plus accrued interest from May 7, 2013.
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 May 7, 2013.
Joint Bookrunning Managers
BNP PARIBAS
BofA Merrill Lynch

RBS
Wells Fargo Securities
Co-Managers
BNY Mellon Capital Markets, LLC

CastleOak Securities, L.P.
MFR Securities, Inc.

Toussaint Capital Partners, LLC
May 2, 2013
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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

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."
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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 Report on Form 10-Q for the quarter ended March 31, 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 and April 19, 2013.
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 $2,232 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 0.450% Notes due 2016 (the "2016 Notes") and the 1.625% Notes due 2020 (the "2020 Notes", and together with the 2016 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 2016
Notes and the 2020 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 May 7, 2013, at the applicable rates of interest stated on the cover page of
this prospectus supplement. Interest on the 2016 Notes will be payable semi-annually on May 6 and November 6 of each year, commencing November 6, 2013, to the
persons in whose names the 2016 Notes are registered at the close of business on the fifteenth calendar day preceding each May 6 or November 6, payable in equal
semi-annual installments. Interest on the 2020 Notes will be payable semi-annually on May 15 and November 15 of each year, commencing November 15, 2013, to the
persons in whose names the 2020 Notes are registered at the close of business on the fifteenth calendar day preceding each May 15 or November 15, 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 2016 Notes will mature on
May 6, 2016 and the 2020 Notes will mature on May 15, 2020.
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 5 basis points in the case of the 2016 Notes and 12.5 basis points in the
case of the 2020 Notes, plus accrued interest to the date of redemption which has not been paid.
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"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 BNP Paribas Securities Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS Securities Inc. and a
Primary Treasury Dealer (defined herein) selected by Wells Fargo 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.
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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 companies, clearing corporations and certain other organizations. Clearstream's U.S. customers are
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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 accounts with the Euroclear Operator would have the right under Belgian law to the return of
their pro rata share of the amount of interests in securities actually on deposit.
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Under Belgian law, the Euroclear Operator is required to pass on the benefits of ownership in any interests in securities on deposit with it (such as dividends,
voting rights and other entitlements) to any person credited with such interests in securities on its records.
Individual certificates in respect of the Notes will not be issued in exchange for the Global Notes, except in very limited circumstances. If DTC notifies IBM that it
is unwilling or unable to continue as a clearing system in connection with the Global Notes, or ceases to be a clearing agency registered under the Securities Exchange
Act of 1934, and a successor clearing system is not appointed by IBM within 90 days after receiving such notice from DTC or upon becoming aware that DTC is no
longer so registered, IBM will issue or cause to be issued individual certificates in registered form on registration of transfer of, or in exchange for, book-entry interests
in the Notes represented by such Global Notes upon delivery of such Global Notes for cancellation. In the event that individual certificates are issued, holders of the
Notes will be able to receive payments (including principal and interest) on the Notes and effect transfer of the Notes at the offices of IBM's paying agent and transfer
agent.
Title to book-entry interests in the Notes will pass by book-entry registration of the transfer within the records of Clearstream, Euroclear or DTC, as the case may
be, in accordance with their respective procedures. Book-entry interests in the Notes may be transferred within Clearstream and within Euroclear and between
Clearstream and Euroclear in accordance with procedures established for these purposes by Clearstream and Euroclear. Book-entry interests in the Notes may be
transferred within DTC in accordance with procedures established for this purpose by DTC. Transfers of book-entry interests in the Notes among Clearstream and
Euroclear and DTC may be effected in accordance with procedures established for this purpose by Clearstream, Euroclear and DTC.
A further description of the Depositary's procedures with respect to the Global Notes is set forth in the prospectus under "Description of the Debt Securities
--Global Securities." The Depositary has confirmed to IBM, the Underwriters and the trustee that it intends to follow such procedures.
Global Clearance and Settlement Procedures
Initial settlement for the Notes will be made in immediately available funds. Secondary market trading between DTC participants will occur in the ordinary way in
accordance with the Depositary's rules and will be settled in immediately available funds using the Depositary's Same-Day Funds Settlement System. Secondary market
trading between Clearstream Customers and/or Euroclear Participants will occur in the ordinary way in accordance with the applicable rules and operating procedures
of Clearstream and Euroclear and will be settled using the procedures applicable to conventional Eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly through the Depositary on the one hand, and directly or indirectly through Clearstream
Customers or Euroclear Participants, on the other, will be effected in the Depositary in accordance with the Depositary's rules on behalf of the relevant European
international clearing system by its U.S. Depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international
clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European time). The relevant
European, international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. Depositary to take action to effect final
settlement on its behalf by delivering interests in the Notes to or receiving interests in the Notes from the Depositary, and making or receiving payment in accordance
with normal procedures for same-day funds settlement applicable to the Depositary. Clearstream Customers and Euroclear Participants may not deliver instructions
directly to their respective U.S. Depositaries.
Because of time-zone differences, credits of interests in the Notes received in Clearstream or Euroclear as a result of a transaction with a DTC participant will be
made during subsequent securities settlement processing and dated the business day following the Depositary settlement date. Such credits or any transactions involving
interests in such Notes settled during such processing will be reported to
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