Pricing Supplement No. 1
Rule
424(b)(3)
Registration
No. 333-102603
PRICING
SUPPLEMENT NO. 1
TO
PROSPECTUS
DATED February 4, 2003
(As
supplemented August 21, 2003)
INTERNATIONAL
BUSINESS MACHINES CORPORATION
MEDIUM-TERM
NOTES
(Floating
Rate Note)
(Due
One Year
or More from Date of Issue)
Designation:
Floating Rate Notes due June 28, 2007
Original
Issue Date: June 28, 2005
Principal
Amount: $1,500,000,000
| Initial
Interest Rate: |
LIBOR,
calculated as if the Original Issue Date were an Interest
Reset Date |
Base
Rate:
LIBOR Telerate
Spread:
None
Spread
Multiplier: None
Index
Currency: United States Dollars
Index
Maturity: Three Months
Maximum
Interest Rate: None
Minimum
Interest Rate: None
Maturity
Date: June 28, 2007
Issue
Price
(as a percentage of Principal Amount): 100% plus accrued interest from June
28,
2005
Commission
or
Discount (as a percentage of Principal Amount): 0.08%
Interest
Payment Dates: Quarterly on March 28, June 28, September 28, and December 28,
beginning September 28, 2005
Interest
Reset Dates: Each Interest Reset Date, commencing September 28,
2005
Regular
Record Dates: Fifteenth calendar day, whether or not a Business Day, prior
to
the corresponding Interest Payment Date
CUSIP:
45920QEU4
Redemption
Provisions: None
Form:
[X]
Book-Entry
[
]
Certificated
INTRODUCTION
This
is a
Pricing Supplement. It describes the Floating Rate Notes being issued under
the
Medium Note Program of International Business Machines Corporation (the
“Company” or “IBM”). This document adds to, or 'supplements' the description of
the Notes referred to in the accompanying Prospectus Supplement and Prospectus.
It does so by providing specific pricing and other information about the Notes
issued in this particular transaction. This Pricing Supplement also amends
the
Prospectus Supplement and Prospectus to the extent that the description of
the
Notes in this Pricing Supplement is different from the terms which are set
forth
in the Prospectus Supplement and Prospectus.
REOPENING
The
Company
may from time to time, without the consent of the existing holders of the Notes,
create and issue further notes having the same terms and conditions as the
Notes
offered hereby in all respects, except for the Original Issue Date and Issue
Price. Additional Notes issued in this manner will be consolidated with, bear
the same CUSIP Number as, and form a single series with, the previously
outstanding Notes.
INTEREST
The
Notes
will bear interest from June 28, 2005. Interest on the Notes will be calculated
based on the actual number of days in the period for which interest is being
calculated and a year of 360 days.
If
any
interest payment date, other than an interest payment date that is also the
maturity date, falls on a day that is not a LIBOR Business Day, that interest
payment date will be postponed to the next day that is a LIBOR Business Day,
and
interest will continue to accrue. However, if the next LIBOR Business Day is
in
the following calendar month, the interest payment date will be the preceding
LIBOR Business Day. If the maturity date falls on a day that is not a LIBOR
Business Day, payment of principal and interest will be paid on the next LIBOR
Business Day. No interest on that payment will accrue from and after that
maturity date or interest payment date. “LIBOR Business Day” means any day that
is not a Saturday or Sunday and that, in the City of New York or the City of
London, is not a day on which banking institutions generally are authorized
or
required by law or executive order to close. We have capitalized a number of
terms in this document. If you do not see a definition for those terms in this
document, those terms will have the meanings which we have already given to
them
in the Prospectus Supplement and the Prospectus.
PLAN
OF
DISTRIBUTION
We
have
entered into a purchase agreement with the following dealers, under which each
dealer severally has agreed to purchase the principal amount of Notes
listed:
|
Citigroup
Global Markets Inc.
|
$675,000,000
|
|
HSBC
Securities (USA) Inc.
|
675,000,000
|
|
Blaylock
& Company, Inc.
|
37,500,000
|
|
Deutsche
Bank Securities Inc.
|
37,500,000
|
|
RBC
Capital Markets Corporation
|
37,500,000
|
|
The
Williams Capital Group, L.P.
|
37,500,000
|
|
Total:
|
$1,500,000,000
|
These
dealers
will initially offer the Notes at the Issue Price set forth in the Pricing
Supplement. Thereafter, they may change the offering price and other selling
terms. The dealers named above have also agreed to reimburse us for certain
of
our expenses.
In
connection
with this offering, Citigroup Global Markets, Inc. has agreed to assume the
risk
of any unpaid allotment of Notes that would otherwise be purchased by Blaylock
& Company, Inc.
Dated:
June
23, 2005