New York
|
|
1-2360
|
|
13-0871985
|
(State of Incorporation)
|
|
(Commission File Number)
|
|
(IRS employer Identification No.)
|
ARMONK, NEW YORK
|
10504
|
(Address of principal executive offices)
|
(Zip Code)
|
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Emerging growth company
|
☐
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting
|
|
standards provided pursuant to Section 13(a) of the Exchange Act.
|
☐
|
Title of each class
|
Trading symbol
|
Name of each exchange
on which registered |
||
Capital stock, par value $.20 per share
|
|
IBM
|
|
New York Stock Exchange
|
|
|
|
|
Chicago Stock Exchange
|
1.375% Notes due 2019
|
|
IBM 19B
|
New York Stock Exchange
|
|
2.750% Notes due 2020
|
|
IBM 20B
|
|
New York Stock Exchange
|
1.875% Notes due 2020
|
|
IBM 20A
|
|
New York Stock Exchange
|
0.500% Notes due 2021
|
|
IBM 21B
|
|
New York Stock Exchange
|
2.625% Notes due 2022
|
|
IBM 22A
|
|
New York Stock Exchange
|
1.25% Notes due 2023
|
|
IBM 23A
|
|
New York Stock Exchange
|
0.375% Notes due 2023
|
|
IBM 23B
|
|
New York Stock Exchange
|
1.125% Notes due 2024
|
|
IBM 24A
|
|
New York Stock Exchange
|
2.875% Notes due 2025
|
|
IBM 25A
|
|
New York Stock Exchange
|
0.950% Notes due 2025
|
|
IBM 25B
|
|
New York Stock Exchange
|
0.875% Notes due 2025
|
|
IBM 25C
|
|
New York Stock Exchange
|
0.300% Notes due 2026
|
|
IBM 26B
|
|
New York Stock Exchange
|
1.250% Notes due 2027
|
|
IBM 27B
|
|
New York Stock Exchange
|
1.750% Notes due 2028
|
|
IBM 28A
|
|
New York Stock Exchange
|
1.500% Notes due 2029
|
|
IBM 29
|
|
New York Stock Exchange
|
1.750% Notes due 2031
|
|
IBM 31
|
|
New York Stock Exchange
|
8.375% Debentures due 2019
|
|
IBM 19
|
|
New York Stock Exchange
|
7.00% Debentures due 2025
|
|
IBM 25
|
|
New York Stock Exchange
|
6.22% Debentures due 2027
|
|
IBM 27
|
|
New York Stock Exchange
|
6.50% Debentures due 2028
|
|
IBM 28
|
|
New York Stock Exchange
|
7.00% Debentures due 2045
|
|
IBM 45
|
|
New York Stock Exchange
|
7.125% Debentures due 2096
|
|
IBM 96
|
|
New York Stock Exchange
|
Exhibit
Number |
Description
|
|
Date: May 14, 2019 | ||||
|
By:
|
/s/ Simon J. Beaumont |
||
Simon J. Beaumont | ||||
Vice President and Treasurer |
||||
(A) |
The Company agrees with the several Underwriters that:
|
(B) |
The several Underwriters agree with the Company that:
|
The statements described in one or more of paragraphs (B), (C), (E), (F), (G), (H) and (J) of this subsection 5(b)(i) may
be omitted from the opinion of such counsel; provided, however, that in such event the Company shall also have furnished to the Representatives the corresponding opinion or letter of Cravath, Swaine & Moore LLP, counsel for the Company,
described in subsection 5(b)(ii) or 5(b)(iii) immediately following.
|
In rendering such opinions, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction
other than the State of New York, the general corporation law of the State of Delaware or the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to
be reliable and who are satisfactory to counsel for the Underwriters; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials.
|
Very truly yours,
|
||
INTERNATIONAL BUSINESS MACHINES
CORPORATION
|
||
By:
|
/s/ Simon J. Beaumont
|
|
Name:
|
Simon J. Beaumont
|
|
Title:
|
Vice President and Treasurer
|
By:
|
J.P. Morgan Securities LLC
|
By:
|
/s/ Som Bhattacharyya
|
Name: Som Bhattacharyya
|
|
Title: Executive Director
|
By:
|
Goldman Sachs & Co. LLC
|
By:
|
/s/ Adam Greene
|
Name: Adam Greene
|
|
Title: Managing Director
|
By:
|
BNP Paribas Securities Corp.
|
By:
|
/s/ B. Campbell Andersen
|
Name: B. Campbell Andersen
|
|
Title: Managing Director
|
By:
|
Citigroup Global Markets Inc.
|
By:
|
/s/ Adam D. Bordner
|
Name: Adam D. Bordner
|
|
Title: Director
|
By:
|
MUFG Securities Americas Inc.
|
By:
|
/s/ Richard Testa
|
Name: Richard Testa
|
|
Title: Managing Director
|
By: |
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
|
|
By:
|
/s/ Laurie Campbell
|
|
Name: |
Laurie Campbell | |
Title: | Managing Director |
By: | Mizuho Securities USA LLC | |
By:
|
/s/ Jim Shepard
|
|
Name: |
Jim Shepard | |
Title: |
Managing Director
|
|
Head of Debt Capital Markets |
Representatives:
|
|
J.P. Morgan Securities LLC
|
|
383 Madison Avenue
|
|
New York, NY 10179
|
|
Fax: (212) 834-6081
|
|
Attention: Investment Grade Syndicate Desk
|
|
Goldman Sachs & Co. LLC
|
|
200 West Street
|
|
New York, NY 10282-2198
|
|
Attention: Registration Department
|
|
BNP Paribas Securities Corp.
|
|
787 Seventh Avenue
|
|
New York, NY 10019
|
|
Email: new.york.syndicate@bnpparibas.com
|
|
Attention: Syndicate Desk
|
|
Citigroup Global Markets Inc.
|
|
388 Greenwich Street
|
|
New York, NY 10013
|
|
Fax: (646) 291-1469
|
|
Attention: General Counsel
|
|
MUFG Securities Americas Inc.
|
|
1221 Avenue of Americas, 6th Floor
|
|
New York, NY 10020
|
|
Fax: (646) 434-3455
|
|
Attention: Capital Markets Group
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
|
Incorporated
|
|
50 Rockefeller Plaza
|
|
NY1-050-12-02
|
|
New York, NY 10020
|
|
Fax: (212) 901-7881
|
|
Attention: High Grade Debt Capital Markets Transaction Management/Legal
|
|
Mizuho Securities USA LLC
|
|
320 Park Avenue – 12th Floor
|
|
New York, NY 10022
|
|
Fax: (212) 205-7812
|
Toll free telephone number: (866) 271-7403
|
|
Attention: Debt Capital Markets
|
Title:
|
Floating Rate Notes due 2021 (the “Floating Rate Notes”)
|
|
2.800% Notes due 2021 (the “2021 Notes”)
|
||
2.850% Notes due 2022 (the “2022 Notes”)
|
||
3.000% Notes due 2024 (the “2024 Notes”)
|
||
3.300% Notes due 2026 (the “2026 Notes”)
|
||
3.500% Notes due 2029 (the “2029 Notes”)
|
||
4.150% Notes due 2039 (the “2039 Notes”)
|
||
4.250% Notes due 2049 (the “2049 Notes”)
|
Principal amount:
|
Floating Rate Notes: $1,500,000,000
|
|
2021 Notes: $1,500,000,000
|
||
2022 Notes: $2,750,000,000
|
||
2024 Notes: $3,000,000,000
|
||
2026 Notes: $3,000,000,000
|
||
2029 Notes: $3,250,000,000
|
||
2039 Notes: $2,000,000,000
|
||
2049 Notes: $3,000,000,000
|
Purchase price:
|
Floating Rate Notes: 99.900% of the principal amount of the Securities plus accrued interest from and including May 15,
2019
|
2021 Notes: 99.894% of the principal amount of the Securities plus accrued interest from and including May 15, 2019
|
|
2022 Notes: 99.796% of the principal amount of the Securities plus accrued interest from and including May 15, 2019
|
|
2024 Notes: 99.368% of the principal amount of the Securities plus accrued interest from and including May 15, 2019
|
|
2026 Notes: 99.514% of the principal amount of the Securities plus accrued interest from and including May 15, 2019
|
|
2029 Notes: 99.349% of the principal amount of the Securities plus accrued interest from and including May 15, 2019
|
|
2039 Notes: 98.929% of the principal amount of the Securities plus accrued interest from and including May 15, 2019
|
|
2049 Notes: 97.831% of the principal amount of the Securities plus accrued interest from and including May 15, 2019
|
Offering price:
|
Floating Rate Notes: 100.000% of the principal amount of the Securities plus accrued interest from and including May 15,
2019
|
2021 Notes: 99.994% of the principal amount of the Securities plus accrued interest from and including May 15, 2019
|
|
2022 Notes: 99.946% of the principal amount of the Securities plus accrued interest from and including May 15, 2019
|
|
2024 Notes: 99.618% of the principal amount of the Securities plus accrued interest from and including May 15, 2019
|
|
2026 Notes: 99.814% of the principal amount of the Securities plus accrued interest from and including May 15, 2019
|
|
2029 Notes: 99.749% of the principal amount of the Securities plus accrued interest from and including May 15, 2019
|
|
2039 Notes: 99.529% of the principal amount of the Securities plus accrued interest from and including May 15, 2019
|
|
2049 Notes: 98.581% of the principal amount of the Securities plus accrued interest from and including May 15, 2019
|
|
Interest:
|
Floating Rate Notes Payable on February 13, May 13, August 13 and November 13 of each year, commencing on August 13, 2019
|
2021 Notes Payable on May 13 and November 13 of each year, commencing on November 13, 2019
|
|
2022 Notes Payable on May 13 and November 13 of each year, commencing on November 13, 2019
|
|
2024 Notes Payable on May 15 and November 15 of each year, commencing on November 15, 2019
|
|
2026 Notes Payable on May 15 and November 15 of each year, commencing on November 15, 2019
|
|
2029 Notes Payable on May 15 and November 15 of each year, commencing on November 15, 2019
|
|
2039 Notes Payable on May 15 and November 15 of each year, commencing on November 15, 2019
|
2049 Notes Payable on May 15 and November 15 of each year, commencing on November 15, 2019
|
(a)
|
the expression “retail investor” means a person who is one (or more) of the following:
|
(i)
|
a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or
|
||
(ii)
|
a customer within the meaning of Directive 2016/97/EU (as amended or superseded, the “Insurance Distribution
Directive”), where that customer would
|
not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
|
|||
(iii)
|
not a qualified investor as defined in Directive 2003/71/EC (as amended or superseded, the “Prospectus Directive”); and
|
(b)
|
the expression “offer” includes the communication in any form and by any means of sufficient information on the terms
of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities.
|
The Company acknowledges that the statements set forth in the last paragraph of the cover page of the
Preliminary Final Prospectus and the Final Prospectus, the sentence “The underwriters have informed IBM that they intend to make a market in the Notes but are under no obligation to do so and such market making may be terminated at any time
without notice.” and the statements
|
contained in the fourth paragraph, the second sentence of the sixth paragraph, seventh through ninth
paragraphs and the first, sixth, seventh, eighth and ninth sentences of the tenth paragraph under the caption “Underwriting” in the Preliminary Final Prospectus and the Final Prospectus constitute the only information furnished in writing by
or on behalf of the several Underwriters for inclusion in the Basic Prospectus, any Preliminary Final Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus or the Final Prospectus, and you, as the Representatives, confirm
that such statements are correct.
|
The Company shall have furnished to the Representatives the opinion of Cravath, Swaine & Moore
LLP, counsel to the Company, dated the Closing Date to the effect that the statements under the caption “United States Taxation” in the Disclosure Package and the Final Prospectus constitute a fair presentation of the material U.S. federal
income tax consequences to holders of Securities.
|
Underwriters
|
Principal Amount
of Floating
Rate Notes
to be Purchased
|
Principal
Amount
of 2021 Notes
to be Purchased
|
Principal
Amount
of 2022 Notes
to be Purchased
|
Principal
Amount
of 2024 Notes
to be Purchased
|
Principal
Amount
of 2026 Notes
to be Purchased
|
Principal
Amount
of 2029 Notes
to be Purchased
|
Principal
Amount
of 2039 Notes
to be Purchased
|
Principal
Amount
of 2049 Notes
to be Purchased
|
||||||||||||||||||||||||
J.P. Morgan Securities LLC
|
$
|
108,643,000
|
$
|
108,643,000
|
$
|
199,179,000
|
$
|
217,286,000
|
$
|
217,286,000
|
$
|
235,393,000
|
$
|
144,857,000
|
$
|
217,286,000
|
||||||||||||||||
Goldman Sachs & Co. LLC
|
108,643,000
|
108,643,000
|
199,179,000
|
217,286,000
|
217,286,000
|
235,393,000
|
144,857,000
|
217,286,000
|
||||||||||||||||||||||||
BNP Paribas Securities Corp.
|
108,643,000
|
108,643,000
|
199,179,000
|
217,286,000
|
217,286,000
|
235,393,000
|
144,857,000
|
217,286,000
|
||||||||||||||||||||||||
Citigroup Global Markets Inc.
|
108,643,000
|
108,643,000
|
199,179,000
|
217,286,000
|
217,286,000
|
235,393,000
|
144,857,000
|
217,286,000
|
||||||||||||||||||||||||
MUFG Securities Americas Inc.
|
108,643,000
|
108,643,000
|
199,179,000
|
217,286,000
|
217,286,000
|
235,393,000
|
144,857,000
|
217,286,000
|
||||||||||||||||||||||||
Merrill Lynch, Pierce, Fenner & Smith Incorporated
|
108,643,000
|
108,643,000
|
199,179,000
|
217,286,000
|
217,286,000
|
235,393,000
|
144,857,000
|
217,286,000
|
||||||||||||||||||||||||
Mizuho Securities USA LLC
|
108,643,000
|
108,643,000
|
199,179,000
|
217,286,000
|
217,286,000
|
235,393,000
|
144,857,000
|
217,286,000
|
||||||||||||||||||||||||
Barclays Capital Inc.
|
65,068,000
|
65,068,000
|
119,292,000
|
130,137,000
|
130,137,000
|
140,981,000
|
86,758,000
|
130,137,000
|
||||||||||||||||||||||||
HSBC Securities (USA) Inc.
|
65,068,000
|
65,068,000
|
119,292,000
|
130,137,000
|
130,137,000
|
140,981,000
|
86,758,000
|
130,137,000
|
||||||||||||||||||||||||
RBC Capital Markets, LLC
|
65,068,000
|
65,068,000
|
119,292,000
|
130,137,000
|
130,137,000
|
140,981,000
|
86,758,000
|
130,137,000
|
||||||||||||||||||||||||
Santander Investment Securities Inc.
|
65,068,000
|
65,068,000
|
119,292,000
|
130,137,000
|
130,137,000
|
140,981,000
|
86,758,000
|
130,137,000
|
||||||||||||||||||||||||
SMBC Nikko Securities America, Inc.
|
65,068,000
|
65,068,000
|
119,292,000
|
130,137,000
|
130,137,000
|
140,981,000
|
86,758,000
|
130,137,000
|
||||||||||||||||||||||||
Wells Fargo Securities, LLC
|
65,068,000
|
65,068,000
|
119,292,000
|
130,137,000
|
130,137,000
|
140,981,000
|
86,758,000
|
130,137,000
|
||||||||||||||||||||||||
Commerz Markets LLC
|
46,910,000
|
46,910,000
|
86,001,000
|
93,819,000
|
93,819,000
|
101,638,000
|
62,546,000
|
93,819,000
|
||||||||||||||||||||||||
Deutsche Bank Securities Inc.
|
46,910,000
|
46,910,000
|
86,001,000
|
93,819,000
|
93,819,000
|
101,638,000
|
62,546,000
|
93,819,000
|
||||||||||||||||||||||||
TD Securities (USA) LLC
|
46,910,000
|
46,910,000
|
86,001,000
|
93,819,000
|
93,819,000
|
101,638,000
|
62,546,000
|
93,819,000
|
||||||||||||||||||||||||
UniCredit Capital Markets LLC
|
46,910,000
|
46,910,000
|
86,001,000
|
93,819,000
|
93,819,000
|
101,638,000
|
62,546,000
|
93,819,000
|
||||||||||||||||||||||||
Credit Suisse Securities (USA) LLC
|
27,238,000
|
27,238,000
|
49,936,000
|
54,475,000
|
54,475,000
|
59,016,000
|
36,317,000
|
54,475,000
|
||||||||||||||||||||||||
ING Financial Markets LLC
|
27,238,000
|
27,238,000
|
49,936,000
|
54,475,000
|
54,475,000
|
59,015,000
|
36,317,000
|
54,475,000
|
||||||||||||||||||||||||
SG Americas Securities, LLC
|
27,238,000
|
27,238,000
|
49,936,000
|
54,475,000
|
54,475,000
|
59,015,000
|
36,317,000
|
54,475,000
|
Underwriters
|
Principal Amount
of Floating
Rate Notes
to be Purchased
|
Principal
Amount
of 2021 Notes
to be Purchased
|
Principal
Amount
of 2022 Notes
to be Purchased
|
Principal
Amount
of 2024 Notes
to be Purchased
|
Principal
Amount
of 2026 Notes
to be Purchased
|
Principal
Amount
of 2029 Notes
to be Purchased
|
Principal
Amount
of 2039 Notes
to be Purchased
|
Principal
Amount
of 2049 Notes
to be Purchased
|
||||||||||||||||||||||||
U.S. Bancorp Investments, Inc.
|
27,238,000
|
27,238,000
|
49,936,000
|
54,475,000
|
54,475,000
|
59,015,000
|
36,317,000
|
54,475,000
|
||||||||||||||||||||||||
Loop Capital Markets LLC
|
5,820,000
|
5,820,000
|
10,670,000
|
11,640,000
|
11,640,000
|
12,610,000
|
7,760,000
|
11,640,000
|
||||||||||||||||||||||||
Banco Bradesco BBI S.A.
|
4,250,000
|
4,250,000
|
7,791,000
|
8,500,000
|
8,500,000
|
9,208,000
|
5,667,000
|
8,500,000
|
||||||||||||||||||||||||
Lloyds Securities Inc.
|
4,250,000
|
4,250,000
|
7,791,000
|
8,500,000
|
8,500,000
|
9,208,000
|
5,667,000
|
8,500,000
|
||||||||||||||||||||||||
Scotia Capital (USA) Inc.
|
4,250,000
|
4,250,000
|
7,791,000
|
8,500,000
|
8,500,000
|
9,208,000
|
5,667,000
|
8,500,000
|
||||||||||||||||||||||||
ANZ Securities, Inc.
|
2,910,000
|
2,910,000
|
5,335,000
|
5,820,000
|
5,820,000
|
6,305,000
|
3,880,000
|
5,820,000
|
||||||||||||||||||||||||
BBVA Securities Inc.
|
2,910,000
|
2,910,000
|
5,335,000
|
5,820,000
|
5,820,000
|
6,305,000
|
3,880,000
|
5,820,000
|
||||||||||||||||||||||||
CIBC World Markets Corp.
|
2,910,000
|
2,910,000
|
5,335,000
|
5,820,000
|
5,820,000
|
6,305,000
|
3,880,000
|
5,820,000
|
||||||||||||||||||||||||
Danske Markets Inc.
|
2,910,000
|
2,910,000
|
5,335,000
|
5,820,000
|
5,820,000
|
6,305,000
|
3,880,000
|
5,820,000
|
||||||||||||||||||||||||
PNC Capital Markets LLC
|
2,910,000
|
2,910,000
|
5,335,000
|
5,820,000
|
5,820,000
|
6,305,000
|
3,880,000
|
5,820,000
|
||||||||||||||||||||||||
RB International Markets (USA) LLC
|
2,910,000
|
2,910,000
|
5,335,000
|
5,820,000
|
5,820,000
|
6,305,000
|
3,880,000
|
5,820,000
|
||||||||||||||||||||||||
Standard Chartered Bank
|
2,910,000
|
2,910,000
|
5,335,000
|
5,820,000
|
5,820,000
|
6,305,000
|
3,880,000
|
5,820,000
|
||||||||||||||||||||||||
The Williams Capital Group, L.P.
|
2,910,000
|
2,910,000
|
5,335,000
|
5,820,000
|
5,820,000
|
6,305,000
|
3,880,000
|
5,820,000
|
||||||||||||||||||||||||
Academy Securities, Inc.
|
2,663,000
|
2,662,000
|
4,881,000
|
5,325,000
|
5,325,000
|
5,769,000
|
3,550,000
|
5,325,000
|
||||||||||||||||||||||||
Drexel Hamilton, LLC
|
2,662,000
|
2,663,000
|
4,881,000
|
5,325,000
|
5,325,000
|
5,769,000
|
3,550,000
|
5,325,000
|
||||||||||||||||||||||||
Samuel A. Ramirez & Company, Inc.
|
2,662,000
|
2,662,000
|
4,881,000
|
5,325,000
|
5,325,000
|
5,769,000
|
3,550,000
|
5,325,000
|
||||||||||||||||||||||||
Siebert Cisneros Shank & Co., L.L.C.
|
2,662,000
|
2,662,000
|
4,881,000
|
5,325,000
|
5,325,000
|
5,769,000
|
3,550,000
|
5,325,000
|
||||||||||||||||||||||||
Total
|
$
|
1,500,000,000
|
$
|
1,500,000,000
|
$
|
2,750,000,000
|
$
|
3,000,000,000
|
$
|
3,000,000,000
|
$
|
3,250,000,000
|
$
|
2,000,000,000
|
$
|
3,000,000,000
|
Very truly yours,
|
||
(Name of Purchaser)
|
||
By
|
||
(Signature and Title)
|
||
(Address)
|
||
By
|
Dated: |
INTERNATIONAL BUSINESS MACHINES CORPORATION | ||
[SEAL] | |||
|
by
|
||
by | |||
by |
||
Authorized Signatory | ||
Dated: |
INTERNATIONAL BUSINESS MACHINES CORPORATION | ||
[SEAL] | |||
|
by
|
||
by | |||
by |
||
Authorized Signatory | ||
Dated: |
INTERNATIONAL BUSINESS MACHINES CORPORATION | ||
[SEAL] | |||
|
by
|
||
by | |||
by |
||
Authorized Signatory | ||
Dated: |
INTERNATIONAL BUSINESS MACHINES CORPORATION | ||
[SEAL] | |||
|
by
|
||
by | |||
by |
||
Authorized Signatory | ||
Dated: |
INTERNATIONAL BUSINESS MACHINES CORPORATION | ||
[SEAL] | |||
|
by
|
||
by | |||
by |
||
Authorized Signatory | ||
Dated: |
INTERNATIONAL BUSINESS MACHINES CORPORATION | ||
[SEAL] | |||
|
by
|
||
by | |||
by |
||
Authorized Signatory | ||
Dated: |
INTERNATIONAL BUSINESS MACHINES CORPORATION | ||
[SEAL] | |||
|
by
|
||
by | |||
by |
||
Authorized Signatory | ||
Dated: |
INTERNATIONAL BUSINESS MACHINES CORPORATION | ||
[SEAL] | |||
|
by
|
||
by | |||
by |
||
Authorized Signatory | ||