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New York
(State or other jurisdiction
of incorporation or organization) |
| |
13-0871985
(I.R.S. employer
identification number) |
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Delaware
(State or other jurisdiction
of incorporation or organization) |
| |
61-1533315
(I.R.S. employer
identification number) |
|
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Large accelerated filer
☒
|
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Accelerated filer
☐
|
|
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Non-accelerated filer
☐
|
| |
Smaller reporting company
☐
|
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| | | |
Emerging growth company
☐
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Page
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| | | | 3 | | | |
| | | | 4 | | | |
| | | | 4 | | | |
| | | | 15 | | | |
| | | | 20 | | | |
| | | | 20 | | | |
| | | | 22 | | | |
| | | | 23 | | | |
| | | | 23 | | |
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Page
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| | | | 1 | | | |
| | | | 1 | | | |
| | | | 1 | | | |
| | | | 1 | | | |
| | | | 2 | | | |
| | | | 2 | | | |
| | | | 13 | | | |
| | | | 14 | | | |
| | | | 14 | | |
|
Securities and Exchange Commission Registration Fee
|
| | | $ | * | | |
|
Trustee’s Fees
|
| | | | 200,000 | | |
|
Printing and Engraving Expenses
|
| | | | 300,000 | | |
|
Rating Agency Fees
|
| | | | 5,000,000 | | |
|
Accounting Fees and Expenses
|
| | | | 750,000 | | |
|
Legal Fees and Expenses
|
| | | | 1,800,000 | | |
|
Listing Fees
|
| | | | 50,000 | | |
|
Miscellaneous Expenses
|
| | | | 800,000 | | |
|
Total
|
| | | $ | 8,900,000 | | |
|
(1)(a)
|
| | | |
|
(1)(b)
|
| | | |
|
(3)(a)
|
| | | |
|
(3)(b)
|
| | | |
|
(3)(c)
|
| | | |
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(3)(d)
|
| | | |
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(4)(a)
|
| | Certificate of Incorporation of IBM (included in Exhibit(3)(a)) | |
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(4)(b)
|
| | | |
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(4)(c)
|
| | First Supplemental Indenture dated as of December 15, 1995, to Indenture dated as of October 1, 1993, between IBM and The Bank of New York Mellon, as successor to The Chase Manhattan Bank (National Association)(7) | |
|
(4)(d)
|
| | | |
|
(4)(e)
|
| | | |
|
(4)(f)
|
| | | |
|
(4)(h)
|
| | Form of Temporary Global Fixed Rate Bearer Medium-Term Note(2) | |
|
(4)(i)
|
| | Form of Definitive Global Fixed Rate Bearer Medium-Term Note(2) | |
|
(4)(j)
|
| | Form of Definitive Fixed Rate Bearer Medium-Term Note(2) | |
|
(4)(k)
|
| | Form of Fixed Rate Debt Security with Optional Redemption(2) | |
|
(4)(l)
|
| | Form of Fixed Rate Debt Security with Optional Redemption and Sinking Fund(2) | |
|
(4)(m)
|
| | Form of Extendible Debt Security with Optional Redemption(2) | |
|
(4)(n)
|
| | Form of Zero Coupon Debt Security with Optional Redemption(2) | |
|
(4)(o)
|
| | Form of Original Issue Discount Debt Security with Optional Redemption(2) | |
|
(4)(p)
|
| | Form of Certificate of Amendment(4) | |
|
(4)(q)
|
| | Form of Preferred Stock Certificate(4) | |
|
(4)(r)
|
| | Form of Deposit Agreement(4) | |
|
(4)(s)
|
| | Form of Depositary Receipt (included as Exhibit A to the Form of Deposit Agreement(4) | |
|
(4)(t)
|
| | Form of Warrant Agreement(5) | |
|
(4)(u)
|
| | Form of Warrant Certificate(5) | |
|
(4)(aa)
|
| | | |
|
(5)
|
| | Opinion of IBM Legal Counsel (Mr. Frank Sedlarcik, Esq.)(1) | |
|
(23)(a)
|
| | Consent of PricewaterhouseCoopers LLP(1) | |
|
(23)(b)
|
| | Consent of Counsel (included in Exhibit 5)(1) | |
|
(24)(a)
|
| | | |
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(24)(b)
|
| | | |
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(24)(c)
|
| | | |
|
(25)(a)
|
| | Statement of Eligibility and Qualification on Form T-1 of The Bank of New York Mellon to act as Trustee under the Senior Indenture dated October 1, 1993(1) | |
|
(25)(b)
|
| | Statement of Eligibility and Qualification on Form T-1 of the Subordinated Trustee to act as Trustee under the Subordinated Indenture(12) | |
|
(25)(c)
|
| | Statement of Eligibility and Qualification on Form T-1 of The Bank of New York Mellon to act as Trustee under the IBM International Group Capital LLC Indenture(1) | |
|
107
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| | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
*
Arvind Krishna
|
| |
Chairman of the Board, and Chief Executive Officer
(Principal Executive Officer) |
| |
February 22, 2022
|
|
|
*
James J. Kavanaugh
|
| | Senior Vice President, and Chief Financial Officer (Principal Financial Officer) | | |
February 22, 2022
|
|
|
*
Robert F. Del Bene
|
| |
Vice President and Controller
(Principal Accounting Officer) |
| |
February 22, 2022
|
|
|
*
Thomas Buberl
|
| | Director | | |
February 22, 2022
|
|
|
*
Michael L. Eskew
|
| | Director | | |
February 22, 2022
|
|
|
*
David N. Farr
|
| | Director | | |
February 22, 2022
|
|
|
*
Alex Gorsky
|
| | Director | | |
February 22, 2022
|
|
|
*
Michelle J. Howard
|
| | Director | | |
February 22, 2022
|
|
|
*
Andrew N. Liveris
|
| | Director | | |
February 22, 2022
|
|
|
*
F. William McNabb III
|
| | Director | | |
February 22, 2022
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
*
Martha E. Pollack
|
| | Director | | |
February 22, 2022
|
|
|
*
Joseph R. Swedish
|
| | Director | | |
February 22, 2022
|
|
|
*
Peter R. Voser
|
| | Director | | |
February 22, 2022
|
|
|
*
Frederick H. Waddell
|
| | Director | | |
February 22, 2022
|
|
|
*
Alfred W. Zollar
|
| | Director | | |
February 22, 2022
|
|
| | | | | | | | |
| *By: | | |
/s/ Frank Sedlarcik
Frank Sedlarcik
Attorney-in-Fact |
| |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
*
Brendan Turnbull
|
| |
Manager and President
(Principal Executive Officer) |
| |
February 22, 2022
|
|
|
*
Simon Beaumont
|
| |
Manager and Treasurer
(Principal Financial Officer) |
| |
February 22, 2022
|
|
|
*
Karl Minahan
|
| |
Manager and Controller
(Principal Accounting Officer) |
| |
February 22, 2022
|
|
| | | | | | | | |
| *By: | | |
/s/ Robert M. Hayes
Robert M. Hayes
Attorney-in-Fact |
| |