UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
Pursuant
to Section 12(b) or (g) of the
Securities Exchange Act of 1934
INTERNATIONAL
BUSINESS MACHINES
CORPORATION
(Exact name of registrant as specified in its charter)
| New York |
|
13-0871985 |
| (State of Incorporation) |
|
(I.R.S. Employer Identification No.) |
|
One New Orchard Road
Armonk, New York |
|
10504 |
| (Address of principal executive offices) |
|
(Zip Code) |
Securities to be registered pursuant to Section 12(b) of
the Act:
Title of each class
to be so registered |
|
Name of each exchange on which each
class is to be registered |
| €750,000,000 2.900% Notes Due 2030 |
|
New York Stock Exchange, Inc. |
| €1,100,000,000 3.150% Notes Due 2033 |
|
New York Stock Exchange, Inc. |
| €900,000,000 3.450% Notes Due 2037 |
|
New York Stock Exchange, Inc. |
| €750,000,000 3.800% Notes Due 2045 |
|
New York Stock Exchange, Inc. |
If this form relates to the registration
of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or
(e), check the following box. x
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A. (d) or (e), check the
following box. ¨
If this form relates to the registration of a class of securities
concurrently with a Regulation A offering, check the following box. ¨
Securities Act registration statement or Regulation A offering statement
file number to which this form relates: 333-276739
Securities to be registered pursuant to Section 12(g) of
the Act:
None
| Item 1. | Description of Registrant’s Securities to be Registered. |
The description of the securities to be registered
is contained in the Prospectus Supplement dated February 5, 2025, and the Prospectus dated January 29, 2024, copies of which
were electronically transmitted for filing with the Commission pursuant to Rule 424(b) on February 6, 2025, each of which
form a part of the Registrant’s Registration Statement on Form S-3 (No. 333-276739), and is incorporated herein by reference.
I. The following exhibits are filed with the Commission
and the New York Stock Exchange, Inc.:
2.1 -
Form of the Registrant’s €750,000,000 2.900% Notes Due 2030.
2.2 -
Form of the Registrant’s €1,100,000,000 3.150% Notes Due 2033.
2.3 -
Form of the Registrant’s €900,000,000 3.450% Notes Due 2037.
2.4 -
Form of the Registrant’s €750,000,000 3.800% Notes Due 2045.
2.5 - Indenture dated as of October 1, 1993 between IBM and The Bank of New York Mellon, as Trustee (filed as Exhibit 4.1 to IBM’s Form 10-Q for the quarter ended September 30, 2017 and hereby incorporated by reference).
2.6 - First Supplemental Indenture to Indenture dated as of October 1, 1993 between IBM and The Bank of New York Mellon, as Trustee, dated as of December 15, 1995 (filed as Exhibit 4.2 to IBM’s Form 10-Q for the quarter ended September 30, 2017 and hereby incorporated by reference).
Pursuant to the requirements of Section 12
of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized.
INTERNATIONAL BUSINESS MACHINES CORPORATION
(Registrant)
| By: |
/s/ Brien Wierzchowski |
|
| |
Name: |
Brien
Wierzchowski |
|
| |
Title: |
Vice
President and Treasurer |
|
Date: February 7, 2025
Exhibit 2.1
Unless this certificate is
presented by an authorized representative of Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear System (“Euroclear”)
and Clearstream Banking, S.A. (“Clearstream”, and together with Euroclear, “Euroclear/Clearstream”), to the issuer
or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of The Bank of New
York Depository (Nominees) Limited, as nominee of The Bank of New York Mellon, London Branch, as common depositary for Euroclear/Clearstream,
or in such other name as is requested by an authorized representative of Euroclear/Clearstream (and any payment is made to The Bank of
New York Depository (Nominees) Limited, as nominee of The Bank of New York Mellon, London Branch, as common depositary for Euroclear/Clearstream,
or to such other entity as is requested by an authorized representative of Euroclear/Clearstream), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, The Bank of New York Depository (Nominees)
Limited, as nominee of The Bank of New York Mellon, London Branch, as common depositary for Euroclear/Clearstream, has an interest herein.
INTERNATIONAL BUSINESS MACHINES CORPORATION
2.900% Note due 2030
ISIN XS2999658136
COMMON CODE 299965813
CUSIP 459200 LL3
No.: I-1
INTERNATIONAL BUSINESS
MACHINES CORPORATION, a corporation duly organized and existing under the laws of the State of New York (herein called the
“Company”, which term includes any successor corporation under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to The Bank of New York Depository (Nominees) Limited, as nominee of The Bank of New York
Mellon, London Branch, as common depositary for Euroclear/Clearstream, or registered assigns, the principal sum as set forth in the
attached Schedule of Increases and Decreases, at the office or agency of the Company in the Borough of Manhattan, The City and State
of New York, or any other office or agency designated by the Company for that purpose, on February 10, 2030, in such coin or
currency of the member states of the European Monetary Union that have adopted or that adopt the single currency in accordance with
the Treaty establishing the European Community, as amended by the Treaty on European Union as at the time of payment shall be legal
tender for the payment of public and private debts, and to pay interest, annually on February 10 of each year, commencing February
10, 2026, on said principal sum at said office or agency, in like coin or currency, at the rate of 2.900% per annum, from the
February 10 next preceding the date of this Note to which interest has been paid, unless the date hereof is a date to which interest
has been paid, in which case from the date of this Note, or unless no interest has been paid on the Notes (as defined on the reverse
hereof), in which case from February 10, 2025, until payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after the record date (as defined below) and before the following February 10,
this Note shall bear interest from such February 10; provided, however, that if the Company shall default in the payment of interest
due on February 10, then this Note shall bear interest from the next preceding February 10 to which interest has been paid, or, if
no interest has been paid on the Notes, from February 10, 2025. The interest so payable on February 10 will, subject to certain
exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note is registered
at the close of business on the date (the “record date”) that is the clearing system business day (for these purposes,
Monday to Friday inclusive except December 25th and January 1st) immediately preceding each February 10, unless the Company shall
default in the payment of interest due on such interest payment date, in which case such defaulted interest, at the option of the
Company, may be paid to the person in whose name this Note is registered at the close of business on a special record date for the
payment of such defaulted interest established by notice to the registered holders of Notes not less than ten days preceding such
special record date or may be paid in any other lawful manner not inconsistent with the requirements of any securities exchange on
which the Notes may be listed. The Company will pay the principal of, interest on and additional amounts, if any, in respect of this
Note in immediately available funds. Interest on this Note will be calculated on the basis of the actual number of days in the
period for which interest is being calculated and the actual number of days from and including the last date on which interest was
paid on this Note (or February 10, 2025 if no interest has been paid on this Note), to but excluding the next scheduled interest
payment date. Initially, The Bank of New York Mellon, London Branch will act as paying agent. The Company reserves the right at any
time to vary or terminate the appointment of any paying agent, to appoint additional or other paying agents and to approve any
change in the office through which any paying agent acts.
Reference is made to the further
provisions of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though
fully set forth at this place.
This Note shall not be valid
or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture
referred to on the reverse hereof.
IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed under its corporate seal.
| Dated: February 10, 2025 |
INTERNATIONAL BUSINESS MACHINES CORPORATION |
| |
|
| |
[SEAL] |
| |
|
| |
by |
|
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| |
by |
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| TRUSTEE’S CERTIFICATE OF AUTHENTICATION |
|
| |
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| This is one of the Securities of the Series designated herein issued under the within-mentioned Indenture. |
|
| |
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| THE BANK OF NEW YORK MELLON, as Trustee |
|
| |
|
| by |
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|
| |
Authorized Signatory |
|
[Signature Page to Euro
2030 Note]
This security is one of a
duly authorized issue of unsecured debentures, notes or other evidences of indebtedness of the Company (hereinafter called the “Securities”),
of the series hereinafter specified, all issued or to be issued under an indenture dated as of October 1, 1993, duly executed and delivered
by the Company to The Bank of New York Mellon, a New York banking corporation, as trustee (hereinafter called the “Trustee”),
as supplemented by the First Supplemental Indenture dated as of December 15, 1995, between the Company and the Trustee, as trustee (hereinafter
called the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description
of the respective rights and duties thereunder of the Trustee, the Company and the holders of the Securities. The Securities may be issued
in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may
bear interest at different rates, may have different conversion prices (if any), may be subject to different redemption provisions, may
be subject to different sinking, purchase or analogous funds, may be subject to different covenants and Events of Default and may otherwise
vary as in the Indenture provided. This Security is one of a series designated as the 2.900% Notes due 2030 of the Company (hereinafter
called the “Notes”) issued under the Indenture.
In case an Event of Default
with respect to the Notes, as defined in the Indenture, shall have occurred and be continuing, the principal hereof together with interest
accrued thereon, if any, may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.
The Indenture contains
provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate
principal amount of the Securities at the time outstanding of all series to be affected (acting as one class), to execute
supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or
of any supplemental indenture or modifying in any manner the rights of the holders of the Securities of such series to be affected;
provided, however, that no such supplemental indenture shall, among other things, (i) change the fixed maturity of the principal of,
or any installment of principal of or interest on, or the currency of payment of, any Security; (ii) reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the redemption thereof; (iii) impair the right to institute suit
for the enforcement of any such payment on or after the fixed maturity thereof (or, in the case of redemption, on or after the
redemption date); (iv) reduce the percentage in principal amount of the outstanding Securities of any series, the consent of whose
holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance
with certain provisions of the Indenture or certain defaults thereunder and their consequences) provided for in the Indenture; (v)
change any obligation of the Company, with respect to outstanding Securities of a series, to maintain an office or agency in the
places and for the purposes specified in the Indenture for such series; or (vi) modify any of the foregoing provisions or the
provisions for the waiver of certain covenants and defaults, except to increase any applicable percentage of the aggregate principal
amount of outstanding Securities the consent of the holders of which is required or to provide with respect to any particular series
the right to condition the effectiveness of any supplemental indenture as to that series on the consent of the holders of a
specified percentage of the aggregate principal amount of outstanding Securities of such series or to provide that certain other
provisions of the Indenture cannot be modified or waived without the consent of the holder of each outstanding Security affected
thereby. It is also provided in the Indenture that the holders of a majority in aggregate principal amount of the Securities of a
series at the time outstanding may on behalf of the holders of all the Securities of such series waive any past default under the
Indenture with respect to such series and its consequences, except a default in the payment of the principal of, premium, if any, or
interest, if any, on any Security of such series or in respect of a covenant or provision which cannot be modified without the
consent of the Holder of each outstanding Security of the series affected. Any such consent or waiver by the holder of this Note
shall be conclusive and binding upon such holder and upon all future holders and owners of this Note and any Notes which may be
issued in exchange or substitution herefor, irrespective of whether or not any notation thereof is made upon this Note or such other
Notes.
No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of, if any, and interest on this Note at the place, at the respective times, at the rate and in the
coin or currency herein prescribed.
The Indenture permits the
Company to Discharge its obligations with respect to the Notes on the 91st day following the satisfaction of the conditions set forth
in the Indenture, which include the deposit with the Trustee of money or Foreign Government Securities or a combination thereof sufficient
to pay and discharge each installment of principal of (including premium, if any, on) and interest, if any, on the outstanding Notes.
If the Company shall, in accordance
with Section 901 of the Indenture, consolidate with or merge into any other corporation or convey or transfer its properties and assets
substantially as an entirety to any Person, the successor shall succeed to, and be substituted for, the Person named as the “Company”
on the face of this Note, all on the terms set forth in the Indenture.
The Notes are issuable in
registered form without coupons in denominations of €100,000 and any integral multiple of €1,000 in excess thereof. In the manner
and subject to the limitations provided in the Indenture, but without the payment of any service charge, Notes may be exchanged for an
equal aggregate principal amount of Notes of other authorized denominations at the office or agency of the Company maintained for such
purpose in the Borough of Manhattan, The City and State of New York, or any other office or agency designated by the Company for such
purpose.
All payments of principal,
interest and additional amounts, if any, including payments made upon any redemption of the Notes, will be made in euro. If the euro is
unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s control or the
euro is no longer used by the member states of the European Monetary Union that have adopted the euro as their currency or for the settlement
of transactions by public institutions of or within the international banking community, then all payments in respect of this Note will
be made in U.S. dollars until such currency is again available to the Company or so used. The amount payable on any date in euro will
be converted into U.S. dollars on the basis of the most recently available market exchange rate for the euro. Any payment in respect of
this Note so made in U.S. dollars will not constitute an Event of Default as defined in the Indenture.
The Company will,
subject to the exceptions and limitations set forth below, pay as additional interest on this Note such additional amounts as are
necessary in order that the net payment by the Company or a paying agent of the principal of and interest on the Notes to a holder
who is not a United States person (as defined below), after deduction for any present or future tax, assessment or other
governmental charge of the United States or a political subdivision or taxing authority of or in the United States, imposed by
withholding with respect to the payment, will not be less than the amount provided in this Note to be then due and payable;
provided, however, that the foregoing obligation to pay additional amounts shall not apply:
(1) to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the holder, or a fiduciary,
settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding
a power over an estate or trust administered by a fiduciary holder, being considered as:
(a) being or having been present or engaged in a trade or business in the United States or having had a permanent establishment in
the United States;
(b) having a current or former relationship with the United States, including a relationship as a citizen or resident of the United
States;
(c) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with
respect to the United States or a corporation that has accumulated earnings to avoid United States federal income tax;
(d) being or having been a ‘‘10-percent shareholder’’ of the Company as defined in section 871(h)(3) of the
United States Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision; or
(e) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course
of its trade or business;
(2) to any holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary or partnership,
but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership would
not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly
its beneficial or distributive share of the payment;
(3) to any tax, assessment or other governmental charge that is imposed otherwise or withheld solely by reason of a failure of the
holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality,
residence, identity or connection with the United States of the holder or beneficial owner of the Notes, if compliance is required by
statute, by regulation of the United States Treasury Department or by an applicable income tax treaty to which the United States is a
party as a precondition to exemption from such tax, assessment or other governmental charge;
(4) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or a paying agent
from the payment;
(5) to
any tax, assessment or other governmental charge that is imposed or withheld solely by reason of a change in law, regulation or administrative
or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever
occurs later;
(6) to any estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or similar tax, assessment or other
governmental charge;
(7) to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of
or interest on any Notes, if such payment can be made without such withholding by any other paying agent;
(8) to any taxes that are imposed or withheld pursuant to Sections 1471 through 1474 of the Code (or any amended or successor version
of such Sections), any Treasury regulations promulgated thereunder, any official interpretations thereof or any agreements entered into
in connection with the implementation thereof;
(9) with respect to any payment to the extent such payment could have been made without such deduction or withholding if the holder
or beneficial owner of the Notes had presented the Notes for payment (where presentation is permitted or required for payment) within
30 days after the date on which such payment became due and payable or date on which payment thereof is duly provided for, whichever is
later, except for additional amounts with respect to taxes that would have been imposed had the Holder or beneficial owner presented the
Notes for payment within such 30-day period; and
(10) in the case of any combination of items (1), (2), (3), (4), (5), (6), (7), (8) and (9).
This Note is subject in all
cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to this Note. Except as specifically
provided in this Note, the Company shall not be required to make any payment with respect to any tax, assessment or other governmental
charge imposed by any government or a political subdivision or taxing authority of, or in any government or political subdivision.
As used in this Note, the
term “United States” means the United States of America (including the states and the District of Columbia) and its territories,
possessions and other areas subject to its jurisdiction, and the term “United States person” means any individual who is a
citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the
United States, any state of the United States or the District of Columbia (other than a partnership that is not treated as a United States
person under any applicable Treasury regulations), or any estate or trust the income of which is subject to United States federal income
taxation regardless of its source.
If, as a result of any
change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any
political subdivision or taxing authority of or in the United States), or any change in, or amendments to, an official position
regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes
effective on or after February 5, 2025, the Company becomes, or based upon a written opinion of independent counsel selected by the
Company, will become obligated to pay additional amounts as described above with respect to this Note, then the Company may at its
option redeem, in whole, but not in part, this Note on not less than 30 nor more than 60 days prior notice, at a redemption price
equal to 100% of its principal amount, together with interest accrued but unpaid on this Note to the date fixed for redemption.
The Notes will be redeemable,
as a whole or in part, at the Company’s option, at any time or from time to time, on at least 10 days, but not more than 60 days,
prior notice to the holders of the Notes (by mail, electronic delivery or otherwise in accordance with the depositary’s procedures).
Prior to the Par Call Date, as defined below, the redemption price for the Notes will be equal to the greater of:
| | · | 100% of the principal amount of the Notes to be redeemed; and |
| | | |
| | · | the sum of the present values of the Remaining Scheduled Payments, as defined below, discounted, on an
annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate, as defined below, plus 15 basis points, |
plus, in each case, accrued and unpaid interest
on the Notes to be redeemed to, but excluding, the Redemption Date.
On and after the Par Call
Date, the redemption price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid
interest to, but excluding, the Redemption Date.
“Business Day”
means any day other than a Saturday or Sunday (1) that is not a day on which banking institutions in the City of New York or the City
of London are authorized or required by law or executive order to close and (2) on which the Trans-European Automated Real-time Gross
Settlement Express Transfer system (the TARGET2 system), or any successor thereto, operates.
“Comparable Government
Bond Rate” means the yield to maturity, expressed as a percentage (rounded to three decimal places, 0.0005 being rounded upwards),
on the third Business Day prior to the date fixed for redemption, of the Comparable Government Bond, as defined below, on the basis of
the middle market price of such Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by
an Independent Investment Banker, as defined below.
“Comparable
Government Bond” with respect to any Comparable Government Bond Rate calculation means a German government bond selected by an
Independent Investment Banker as having a maturity closest to the remaining term of the Notes to be redeemed (assuming, for this
purpose, that the Notes matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities having a maturity closest to such remaining term of
the Notes, or if such Independent Investment Banker in its discretion considers that such similar bond is not in issue, such other
German government bond as such Independent Investment Banker may, with the advice of three brokers of, and/or market makers in,
German government bonds selected by the Company, determine to be appropriate for determining the Comparable Government Bond Rate for
the Notes.
“Independent Investment
Banker” means one of the Reference Bond Dealers, to be appointed by the Company.
“Par Call Date”
means January 10, 2030 (one month prior to the maturity date of the Notes).
“Reference Bond Dealer”
means each of BNP PARIBAS, Banco Santander, S.A., Barclays Bank PLC, Deutsche Bank AG, London Branch, RBC Europe Limited, SMBC Bank International
plc, Société Générale, U.S. Bancorp Investments, Inc and Wells Fargo Securities International Limited and
their respective successors or a Primary Bond Dealer selected by any of them, and their respective successors; provided however, that
if any of the foregoing shall cease to be a broker or dealer of, and/or market maker in, German government bonds (a “Primary Bond
Dealer”), the Company will substitute therefor another nationally recognized investment banking firm that is a Primary Bond 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 (assuming, for this purpose, that the Notes matured
on the Par Call Date); 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.
The Company will notify the
Trustee of the redemption price promptly after the calculation thereof and the Trustee shall not be responsible or liable for any calculation
of the redemption price or of any component thereof.
On and after the Redemption
Date, interest will cease to accrue on the Notes or any portion thereof called for redemption (unless we default in the payment of the
redemption price and accrued and unpaid interest). On or before the Redemption Date, we will deposit with a paying agent (or the Trustee)
money sufficient to pay the redemption price of and accrued and unpaid interest on the Notes to be redeemed on that date. If fewer than
all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by a method the Trustee deems to be fair
and appropriate.
Upon due presentation for
registration of transfer of this Note at the office or agency of the Company for such registration in the Borough of Manhattan, The City
and State of New York, or any other office or agency designated by the Company for such purpose, a new Note or Notes of authorized denominations
for an equal aggregate principal amount will be issued to the transferee in exchange herefor, subject to the limitations provided in the
Indenture, without charge except for any tax or other governmental charge imposed in connection therewith.
Prior to due presentment
for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may deem and treat
the registered holder hereof as the absolute owner of this Note (whether or not this Note shall be overdue) for the purpose of
receiving payment of the principal of, premium, if any, and interest on this Note, as herein provided, and for all other purposes,
and neither the Company nor the Trustee nor any agent of the Company or the Trustee shall be affected by any notice of the contrary.
All payments made to or upon the order of such registered holder shall, to the extent of the sum or sums paid, effectually satisfy
and discharge liability for moneys payable on this Note.
Individual certificates will
not be issued in exchange for this Note, except in the limited circumstances set forth in the following sentence or as otherwise provided
for in the Indenture. If Euroclear or Clearstream notifies us that it is unwilling or unable to continue as a clearing system in connection
with this Note, and in each case we do not appoint a successor clearing system within 90 days after receiving such notice from Euroclear
or Clearstream, we 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 this Note upon delivery of this Note for cancellation. If the Company issues definitive Notes, interest on
such Notes will be payable either by check mailed to each holder or, upon application by a holder to the registrar not later than the
relevant record date, by wire transfer in immediately available funds to that holder’s account, which application shall remain in
effect until the holder notifies the registrar, in writing, to the contrary.
No recourse for the payment
of the principal of, premium, if any, or interest on this Note, or for any claim based hereon or otherwise in respect hereof, and no recourse
under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in any Note,
or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director,
as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise,
all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.
Unless otherwise defined in this Note, all terms used in this Note which are defined in the Indenture shall have the meanings assigned
to them in the Indenture.
THIS NOTE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SCHEDULE OF INCREASES OR DECREASES
The initial principal amount
of this Global Note is €750,000,000. The following increases or decreases in this Global Note have been made:
| Date of Exchange |
Amount of decrease in Principal Amount of this Global Note |
Amount of increase in Principal Amount of this Global Note |
Principal amount of this Global Note following such decrease or increase |
Signature of authorized signatory of Trustee or Securities Custodian |
Exhibit 2.2
Unless this certificate is
presented by an authorized representative of Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear System (“Euroclear”)
and Clearstream Banking, S.A. (“Clearstream”, and together with Euroclear, “Euroclear/Clearstream”), to the issuer
or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of The Bank of New
York Depository (Nominees) Limited, as nominee of The Bank of New York Mellon, London Branch, as common depositary for Euroclear/Clearstream,
or in such other name as is requested by an authorized representative of Euroclear/Clearstream (and any payment is made to The Bank of
New York Depository (Nominees) Limited, as nominee of The Bank of New York Mellon, London Branch, as common depositary for Euroclear/Clearstream,
or to such other entity as is requested by an authorized representative of Euroclear/Clearstream), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, The Bank of New York Depository (Nominees)
Limited, as nominee of The Bank of New York Mellon, London Branch, as common depositary for Euroclear/Clearstream, has an interest herein.
INTERNATIONAL BUSINESS MACHINES CORPORATION
3.150% Note due 2033
ISIN XS2999658565
COMMON CODE 299965856
CUSIP 459200 LM1
No.: I-1
INTERNATIONAL BUSINESS
MACHINES CORPORATION, a corporation duly organized and existing under the laws of the State of New York (herein called the
“Company”, which term includes any successor corporation under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to The Bank of New York Depository (Nominees) Limited, as nominee of The Bank of New York
Mellon, London Branch, as common depositary for Euroclear/Clearstream, or registered assigns, the principal sum as set forth in the
attached Schedule of Increases and Decreases, at the office or agency of the Company in the Borough of Manhattan, The City and State
of New York, or any other office or agency designated by the Company for that purpose, on February 10, 2033, in such coin or
currency of the member states of the European Monetary Union that have adopted or that adopt the single currency in accordance with
the Treaty establishing the European Community, as amended by the Treaty on European Union as at the time of payment shall be legal
tender for the payment of public and private debts, and to pay interest, annually on February 10 of each year, commencing February
10, 2026, on said principal sum at said office or agency, in like coin or currency, at the rate of 3.150% per annum, from the
February 10 next preceding the date of this Note to which interest has been paid, unless the date hereof is a date to which interest
has been paid, in which case from the date of this Note, or unless no interest has been paid on the Notes (as defined on the reverse
hereof), in which case from February 10, 2025, until payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after the record date (as defined below) and before the following February 10,
this Note shall bear interest from such February 10; provided, however, that if the Company shall default in the payment of interest
due on February 10, then this Note shall bear interest from the next preceding February 10 to which interest has been paid, or, if
no interest has been paid on the Notes, from February 10, 2025. The interest so payable on February 10 will, subject to certain
exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note is registered
at the close of business on the date (the “record date”) that is the clearing system business day (for these purposes,
Monday to Friday inclusive except December 25th and January 1st) immediately preceding each February 10, unless the Company shall
default in the payment of interest due on such interest payment date, in which case such defaulted interest, at the option of the
Company, may be paid to the person in whose name this Note is registered at the close of business on a special record date for the
payment of such defaulted interest established by notice to the registered holders of Notes not less than ten days preceding such
special record date or may be paid in any other lawful manner not inconsistent with the requirements of any securities exchange on
which the Notes may be listed. The Company will pay the principal of, interest on and additional amounts, if any, in respect of this
Note in immediately available funds. Interest on this Note will be calculated on the basis of the actual number of days in the
period for which interest is being calculated and the actual number of days from and including the last date on which interest was
paid on this Note (or February 10, 2025 if no interest has been paid on this Note), to but excluding the next scheduled interest
payment date. Initially, The Bank of New York Mellon, London Branch will act as paying agent. The Company reserves the right at any
time to vary or terminate the appointment of any paying agent, to appoint additional or other paying agents and to approve any
change in the office through which any paying agent acts.
Reference is made to the further
provisions of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though
fully set forth at this place.
This Note shall not be valid
or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture
referred to on the reverse hereof.
IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed under its corporate seal.
| Dated: February 10, 2025 |
INTERNATIONAL BUSINESS MACHINES CORPORATION |
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[SEAL] |
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by |
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by |
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| TRUSTEE’S CERTIFICATE OF AUTHENTICATION |
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| This is one of the Securities of the Series designated herein issued under the within-mentioned Indenture. |
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| THE BANK OF NEW YORK MELLON, as Trustee |
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Authorized Signatory |
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[Signature Page to Euro
2033 Note]
This security is one of a
duly authorized issue of unsecured debentures, notes or other evidences of indebtedness of the Company (hereinafter called the “Securities”),
of the series hereinafter specified, all issued or to be issued under an indenture dated as of October 1, 1993, duly executed and delivered
by the Company to The Bank of New York Mellon, a New York banking corporation, as trustee (hereinafter called the “Trustee”),
as supplemented by the First Supplemental Indenture dated as of December 15, 1995, between the Company and the Trustee, as trustee (hereinafter
called the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description
of the respective rights and duties thereunder of the Trustee, the Company and the holders of the Securities. The Securities may be issued
in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may
bear interest at different rates, may have different conversion prices (if any), may be subject to different redemption provisions, may
be subject to different sinking, purchase or analogous funds, may be subject to different covenants and Events of Default and may otherwise
vary as in the Indenture provided. This Security is one of a series designated as the 3.150% Notes due 2033 of the Company (hereinafter
called the “Notes”) issued under the Indenture.
In case an Event of Default
with respect to the Notes, as defined in the Indenture, shall have occurred and be continuing, the principal hereof together with interest
accrued thereon, if any, may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.
The Indenture contains
provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate
principal amount of the Securities at the time outstanding of all series to be affected (acting as one class), to execute
supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or
of any supplemental indenture or modifying in any manner the rights of the holders of the Securities of such series to be affected;
provided, however, that no such supplemental indenture shall, among other things, (i) change the fixed maturity of the principal of,
or any installment of principal of or interest on, or the currency of payment of, any Security; (ii) reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the redemption thereof; (iii) impair the right to institute suit
for the enforcement of any such payment on or after the fixed maturity thereof (or, in the case of redemption, on or after the
redemption date); (iv) reduce the percentage in principal amount of the outstanding Securities of any series, the consent of whose
holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance
with certain provisions of the Indenture or certain defaults thereunder and their consequences) provided for in the Indenture; (v)
change any obligation of the Company, with respect to outstanding Securities of a series, to maintain an office or agency in the
places and for the purposes specified in the Indenture for such series; or (vi) modify any of the foregoing provisions or the
provisions for the waiver of certain covenants and defaults, except to increase any applicable percentage of the aggregate principal
amount of outstanding Securities the consent of the holders of which is required or to provide with respect to any particular series
the right to condition the effectiveness of any supplemental indenture as to that series on the consent of the holders of a
specified percentage of the aggregate principal amount of outstanding Securities of such series or to provide that certain other
provisions of the Indenture cannot be modified or waived without the consent of the holder of each outstanding Security affected
thereby. It is also provided in the Indenture that the holders of a majority in aggregate principal amount of the Securities of a
series at the time outstanding may on behalf of the holders of all the Securities of such series waive any past default under the
Indenture with respect to such series and its consequences, except a default in the payment of the principal of, premium, if any, or
interest, if any, on any Security of such series or in respect of a covenant or provision which cannot be modified without the
consent of the Holder of each outstanding Security of the series affected. Any such consent or waiver by the holder of this Note
shall be conclusive and binding upon such holder and upon all future holders and owners of this Note and any Notes which may be
issued in exchange or substitution herefor, irrespective of whether or not any notation thereof is made upon this Note or such other
Notes.
No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of, if any, and interest on this Note at the place, at the respective times, at the rate and in the
coin or currency herein prescribed.
The Indenture permits the
Company to Discharge its obligations with respect to the Notes on the 91st day following the satisfaction of the conditions set forth
in the Indenture, which include the deposit with the Trustee of money or Foreign Government Securities or a combination thereof sufficient
to pay and discharge each installment of principal of (including premium, if any, on) and interest, if any, on the outstanding Notes.
If the Company shall, in accordance
with Section 901 of the Indenture, consolidate with or merge into any other corporation or convey or transfer its properties and assets
substantially as an entirety to any Person, the successor shall succeed to, and be substituted for, the Person named as the “Company”
on the face of this Note, all on the terms set forth in the Indenture.
The Notes are issuable in
registered form without coupons in denominations of €100,000 and any integral multiple of €1,000 in excess thereof. In the manner
and subject to the limitations provided in the Indenture, but without the payment of any service charge, Notes may be exchanged for an
equal aggregate principal amount of Notes of other authorized denominations at the office or agency of the Company maintained for such
purpose in the Borough of Manhattan, The City and State of New York, or any other office or agency designated by the Company for such
purpose.
All payments of principal,
interest and additional amounts, if any, including payments made upon any redemption of the Notes, will be made in euro. If the euro is
unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s control or the
euro is no longer used by the member states of the European Monetary Union that have adopted the euro as their currency or for the settlement
of transactions by public institutions of or within the international banking community, then all payments in respect of this Note will
be made in U.S. dollars until such currency is again available to the Company or so used. The amount payable on any date in euro will
be converted into U.S. dollars on the basis of the most recently available market exchange rate for the euro. Any payment in respect of
this Note so made in U.S. dollars will not constitute an Event of Default as defined in the Indenture.
The Company will,
subject to the exceptions and limitations set forth below, pay as additional interest on this Note such additional amounts as are
necessary in order that the net payment by the Company or a paying agent of the principal of and interest on the Notes to a holder
who is not a United States person (as defined below), after deduction for any present or future tax, assessment or other
governmental charge of the United States or a political subdivision or taxing authority of or in the United States, imposed by
withholding with respect to the payment, will not be less than the amount provided in this Note to be then due and payable;
provided, however, that the foregoing obligation to pay additional amounts shall not apply:
(1) to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the holder, or a fiduciary,
settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding
a power over an estate or trust administered by a fiduciary holder, being considered as:
(a) being or having been present or engaged in a trade or business in the United States or having had a permanent establishment in
the United States;
(b) having a current or former relationship with the United States, including a relationship as a citizen or resident of the United
States;
(c) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with
respect to the United States or a corporation that has accumulated earnings to avoid United States federal income tax;
(d) being or having been a ‘‘10-percent shareholder’’ of the Company as defined in section 871(h)(3) of the
United States Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision; or
(e) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course
of its trade or business;
(2) to any holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary or partnership,
but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership would
not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly
its beneficial or distributive share of the payment;
(3) to any tax, assessment or other governmental charge that is imposed otherwise or withheld solely by reason of a failure of the
holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality,
residence, identity or connection with the United States of the holder or beneficial owner of the Notes, if compliance is required by
statute, by regulation of the United States Treasury Department or by an applicable income tax treaty to which the United States is a
party as a precondition to exemption from such tax, assessment or other governmental charge;
(4) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or a paying agent
from the payment;
(5) to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of a change in law, regulation
or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided
for, whichever occurs later;
(6) to any estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or similar tax, assessment or other
governmental charge;
(7) to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of
or interest on any Notes, if such payment can be made without such withholding by any other paying agent;
(8) to any taxes that are imposed or withheld pursuant to Sections 1471 through 1474 of the Code (or any amended or successor version
of such Sections), any Treasury regulations promulgated thereunder, any official interpretations thereof or any agreements entered into
in connection with the implementation thereof;
(9) with respect to any payment to the extent such payment could have been made without such deduction or withholding if the holder
or beneficial owner of the Notes had presented the Notes for payment (where presentation is permitted or required for payment) within
30 days after the date on which such payment became due and payable or date on which payment thereof is duly provided for, whichever is
later, except for additional amounts with respect to taxes that would have been imposed had the Holder or beneficial owner presented the
Notes for payment within such 30-day period; and
(10) in the case of any combination of items (1), (2), (3), (4), (5), (6), (7), (8) and (9).
This Note is subject in all
cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to this Note. Except as specifically
provided in this Note, the Company shall not be required to make any payment with respect to any tax, assessment or other governmental
charge imposed by any government or a political subdivision or taxing authority of, or in any government or political subdivision.
As used in this Note, the
term “United States” means the United States of America (including the states and the District of Columbia) and its territories,
possessions and other areas subject to its jurisdiction, and the term “United States person” means any individual who is a
citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the
United States, any state of the United States or the District of Columbia (other than a partnership that is not treated as a United States
person under any applicable Treasury regulations), or any estate or trust the income of which is subject to United States federal income
taxation regardless of its source.
If, as a result of any
change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any
political subdivision or taxing authority of or in the United States), or any change in, or amendments to, an official position
regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes
effective on or after February 5, 2025, the Company becomes, or based upon a written opinion of independent counsel selected by the
Company, will become obligated to pay additional amounts as described above with respect to this Note, then the Company may at its
option redeem, in whole, but not in part, this Note on not less than 30 nor more than 60 days prior notice, at a redemption price
equal to 100% of its principal amount, together with interest accrued but unpaid on this Note to the date fixed for redemption.
The Notes will be redeemable,
as a whole or in part, at the Company’s option, at any time or from time to time, on at least 10 days, but not more than 60 days,
prior notice to the holders of the Notes (by mail, electronic delivery or otherwise in accordance with the depositary’s procedures).
Prior to the Par Call Date, as defined below, the redemption price for the Notes will be equal to the greater of:
| | · | 100% of the principal amount of the Notes to be redeemed; and |
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| | · | the sum of the present values of the Remaining Scheduled Payments, as defined below, discounted, on an
annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate, as defined below, plus 15 basis points, |
plus, in each case, accrued and unpaid interest
on the Notes to be redeemed to, but excluding, the Redemption Date.
On and after the Par Call
Date, the redemption price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid
interest to, but excluding, the Redemption Date.
“Business Day”
means any day other than a Saturday or Sunday (1) that is not a day on which banking institutions in the City of New York or the City
of London are authorized or required by law or executive order to close and (2) on which the Trans-European Automated Real-time Gross
Settlement Express Transfer system (the TARGET2 system), or any successor thereto, operates.
“Comparable Government
Bond Rate” means the yield to maturity, expressed as a percentage (rounded to three decimal places, 0.0005 being rounded upwards),
on the third Business Day prior to the date fixed for redemption, of the Comparable Government Bond, as defined below, on the basis of
the middle market price of such Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by
an Independent Investment Banker, as defined below.
“Comparable
Government Bond” with respect to any Comparable Government Bond Rate calculation means a German government bond selected by an
Independent Investment Banker as having a maturity closest to the remaining term of the Notes to be redeemed (assuming, for this
purpose, that the Notes matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities having a maturity closest to such remaining term of
the Notes, or if such Independent Investment Banker in its discretion considers that such similar bond is not in issue, such other
German government bond as such Independent Investment Banker may, with the advice of three brokers of, and/or market makers in,
German government bonds selected by the Company, determine to be appropriate for determining the Comparable Government Bond Rate for
the Notes.
“Independent Investment
Banker” means one of the Reference Bond Dealers, to be appointed by the Company.
“Par Call Date”
means November 10, 2032 (three months prior to the maturity date of the Notes).
“Reference Bond Dealer”
means each of BNP PARIBAS, Banco Santander, S.A., Barclays Bank PLC, Deutsche Bank AG, London Branch, RBC Europe Limited, SMBC Bank International
plc, Société Générale, U.S. Bancorp Investments, Inc and Wells Fargo Securities International Limited and
their respective successors or a Primary Bond Dealer selected by any of them, and their respective successors; provided however, that
if any of the foregoing shall cease to be a broker or dealer of, and/or market maker in, German government bonds (a “Primary Bond
Dealer”), the Company will substitute therefor another nationally recognized investment banking firm that is a Primary Bond 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 (assuming, for this purpose, that the Notes matured
on the Par Call Date); 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.
The Company will notify the
Trustee of the redemption price promptly after the calculation thereof and the Trustee shall not be responsible or liable for any calculation
of the redemption price or of any component thereof.
On and after the Redemption
Date, interest will cease to accrue on the Notes or any portion thereof called for redemption (unless we default in the payment of the
redemption price and accrued and unpaid interest). On or before the Redemption Date, we will deposit with a paying agent (or the Trustee)
money sufficient to pay the redemption price of and accrued and unpaid interest on the Notes to be redeemed on that date. If fewer than
all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by a method the Trustee deems to be fair
and appropriate.
Upon due presentation for
registration of transfer of this Note at the office or agency of the Company for such registration in the Borough of Manhattan, The City
and State of New York, or any other office or agency designated by the Company for such purpose, a new Note or Notes of authorized denominations
for an equal aggregate principal amount will be issued to the transferee in exchange herefor, subject to the limitations provided in the
Indenture, without charge except for any tax or other governmental charge imposed in connection therewith.
Prior to due presentment
for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may deem and treat
the registered holder hereof as the absolute owner of this Note (whether or not this Note shall be overdue) for the purpose of
receiving payment of the principal of, premium, if any, and interest on this Note, as herein provided, and for all other purposes,
and neither the Company nor the Trustee nor any agent of the Company or the Trustee shall be affected by any notice of the contrary.
All payments made to or upon the order of such registered holder shall, to the extent of the sum or sums paid, effectually satisfy
and discharge liability for moneys payable on this Note.
Individual certificates will
not be issued in exchange for this Note, except in the limited circumstances set forth in the following sentence or as otherwise provided
for in the Indenture. If Euroclear or Clearstream notifies us that it is unwilling or unable to continue as a clearing system in connection
with this Note, and in each case we do not appoint a successor clearing system within 90 days after receiving such notice from Euroclear
or Clearstream, we 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 this Note upon delivery of this Note for cancellation. If the Company issues definitive Notes, interest on
such Notes will be payable either by check mailed to each holder or, upon application by a holder to the registrar not later than the
relevant record date, by wire transfer in immediately available funds to that holder’s account, which application shall remain in
effect until the holder notifies the registrar, in writing, to the contrary.
No recourse for the payment
of the principal of, premium, if any, or interest on this Note, or for any claim based hereon or otherwise in respect hereof, and no recourse
under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in any Note,
or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director,
as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise,
all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.
Unless otherwise defined in this Note, all terms used in this Note which are defined in the Indenture shall have the meanings assigned
to them in the Indenture.
THIS NOTE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SCHEDULE OF INCREASES OR DECREASES
The initial principal amount
of this Global Note is €1,100,000,000. The following increases or decreases in this Global Note have been made:
| Date of Exchange |
Amount of decrease in Principal Amount of this Global Note |
Amount of increase in Principal Amount of this Global Note |
Principal amount of this Global Note following such decrease or increase |
Signature of authorized signatory of Trustee or Securities Custodian |
Exhibit 2.3
Unless this certificate is
presented by an authorized representative of Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear System (“Euroclear”)
and Clearstream Banking, S.A. (“Clearstream”, and together with Euroclear, “Euroclear/Clearstream”), to the issuer
or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of The Bank of New
York Depository (Nominees) Limited, as nominee of The Bank of New York Mellon, London Branch, as common depositary for Euroclear/Clearstream,
or in such other name as is requested by an authorized representative of Euroclear/Clearstream (and any payment is made to The Bank of
New York Depository (Nominees) Limited, as nominee of The Bank of New York Mellon, London Branch, as common depositary for Euroclear/Clearstream,
or to such other entity as is requested by an authorized representative of Euroclear/Clearstream), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, The Bank of New York Depository (Nominees)
Limited, as nominee of The Bank of New York Mellon, London Branch, as common depositary for Euroclear/Clearstream, has an interest herein.
INTERNATIONAL BUSINESS MACHINES CORPORATION
3.450% Note due 2037
ISIN XS2999658649
COMMON CODE 299965864
CUSIP 459200 LN9
No.: I-1
INTERNATIONAL BUSINESS
MACHINES CORPORATION, a corporation duly organized and existing under the laws of the State of New York (herein called the
“Company”, which term includes any successor corporation under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to The Bank of New York Depository (Nominees) Limited, as nominee of The Bank of New York
Mellon, London Branch, as common depositary for Euroclear/Clearstream, or registered assigns, the principal sum as set forth in the
attached Schedule of Increases and Decreases, at the office or agency of the Company in the Borough of Manhattan, The City and State
of New York, or any other office or agency designated by the Company for that purpose, on February 10, 2037, in such coin or
currency of the member states of the European Monetary Union that have adopted or that adopt the single currency in accordance with
the Treaty establishing the European Community, as amended by the Treaty on European Union as at the time of payment shall be legal
tender for the payment of public and private debts, and to pay interest, annually on February 10 of each year, commencing February
10, 2026, on said principal sum at said office or agency, in like coin or currency, at the rate of 3.450% per annum, from the
February 10 next preceding the date of this Note to which interest has been paid, unless the date hereof is a date to which interest
has been paid, in which case from the date of this Note, or unless no interest has been paid on the Notes (as defined on the reverse
hereof), in which case from February 10, 2025, until payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after the record date (as defined below) and before the following February 10,
this Note shall bear interest from such February 10; provided, however, that if the Company shall default in the payment of interest
due on February 10, then this Note shall bear interest from the next preceding February 10 to which interest has been paid, or, if
no interest has been paid on the Notes, from February 10, 2025. The interest so payable on February 10 will, subject to certain
exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note is registered
at the close of business on the date (the “record date”) that is the clearing system business day (for these purposes,
Monday to Friday inclusive except December 25th and January 1st) immediately preceding each February 10, unless the Company shall
default in the payment of interest due on such interest payment date, in which case such defaulted interest, at the option of the
Company, may be paid to the person in whose name this Note is registered at the close of business on a special record date for the
payment of such defaulted interest established by notice to the registered holders of Notes not less than ten days preceding such
special record date or may be paid in any other lawful manner not inconsistent with the requirements of any securities exchange on
which the Notes may be listed. The Company will pay the principal of, interest on and additional amounts, if any, in respect of this
Note in immediately available funds. Interest on this Note will be calculated on the basis of the actual number of days in the
period for which interest is being calculated and the actual number of days from and including the last date on which interest was
paid on this Note (or February 10, 2025 if no interest has been paid on this Note), to but excluding the next scheduled interest
payment date. Initially, The Bank of New York Mellon, London Branch will act as paying agent. The Company reserves the right at any
time to vary or terminate the appointment of any paying agent, to appoint additional or other paying agents and to approve any
change in the office through which any paying agent acts.
Reference is made to the further
provisions of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though
fully set forth at this place.
This Note shall not be valid
or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture
referred to on the reverse hereof.
IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed under its corporate seal.
| Dated: February 10, 2025 |
INTERNATIONAL BUSINESS MACHINES CORPORATION |
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[SEAL] |
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by |
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by |
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| TRUSTEE’S CERTIFICATE OF AUTHENTICATION |
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| This is one of the Securities of the Series designated herein issued under the within-mentioned Indenture. |
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| THE BANK OF NEW YORK MELLON, as Trustee |
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Authorized Signatory |
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[Signature Page to Euro
2037 Note]
This security is one of a
duly authorized issue of unsecured debentures, notes or other evidences of indebtedness of the Company (hereinafter called the “Securities”),
of the series hereinafter specified, all issued or to be issued under an indenture dated as of October 1, 1993, duly executed and delivered
by the Company to The Bank of New York Mellon, a New York banking corporation, as trustee (hereinafter called the “Trustee”),
as supplemented by the First Supplemental Indenture dated as of December 15, 1995, between the Company and the Trustee, as trustee (hereinafter
called the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description
of the respective rights and duties thereunder of the Trustee, the Company and the holders of the Securities. The Securities may be issued
in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may
bear interest at different rates, may have different conversion prices (if any), may be subject to different redemption provisions, may
be subject to different sinking, purchase or analogous funds, may be subject to different covenants and Events of Default and may otherwise
vary as in the Indenture provided. This Security is one of a series designated as the 3.450% Notes due 2037 of the Company (hereinafter
called the “Notes”) issued under the Indenture.
In case an Event of Default
with respect to the Notes, as defined in the Indenture, shall have occurred and be continuing, the principal hereof together with interest
accrued thereon, if any, may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.
The Indenture contains
provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate
principal amount of the Securities at the time outstanding of all series to be affected (acting as one class), to execute
supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or
of any supplemental indenture or modifying in any manner the rights of the holders of the Securities of such series to be affected;
provided, however, that no such supplemental indenture shall, among other things, (i) change the fixed maturity of the principal of,
or any installment of principal of or interest on, or the currency of payment of, any Security; (ii) reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the redemption thereof; (iii) impair the right to institute suit
for the enforcement of any such payment on or after the fixed maturity thereof (or, in the case of redemption, on or after the
redemption date); (iv) reduce the percentage in principal amount of the outstanding Securities of any series, the consent of whose
holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance
with certain provisions of the Indenture or certain defaults thereunder and their consequences) provided for in the Indenture; (v)
change any obligation of the Company, with respect to outstanding Securities of a series, to maintain an office or agency in the
places and for the purposes specified in the Indenture for such series; or (vi) modify any of the foregoing provisions or the
provisions for the waiver of certain covenants and defaults, except to increase any applicable percentage of the aggregate principal
amount of outstanding Securities the consent of the holders of which is required or to provide with respect to any particular series
the right to condition the effectiveness of any supplemental indenture as to that series on the consent of the holders of a
specified percentage of the aggregate principal amount of outstanding Securities of such series or to provide that certain other
provisions of the Indenture cannot be modified or waived without the consent of the holder of each outstanding Security affected
thereby. It is also provided in the Indenture that the holders of a majority in aggregate principal amount of the Securities of a
series at the time outstanding may on behalf of the holders of all the Securities of such series waive any past default under the
Indenture with respect to such series and its consequences, except a default in the payment of the principal of, premium, if any, or
interest, if any, on any Security of such series or in respect of a covenant or provision which cannot be modified without the
consent of the Holder of each outstanding Security of the series affected. Any such consent or waiver by the holder of this Note
shall be conclusive and binding upon such holder and upon all future holders and owners of this Note and any Notes which may be
issued in exchange or substitution herefor, irrespective of whether or not any notation thereof is made upon this Note or such other
Notes.
No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of, if any, and interest on this Note at the place, at the respective times, at the rate and in the
coin or currency herein prescribed.
The Indenture permits the
Company to Discharge its obligations with respect to the Notes on the 91st day following the satisfaction of the conditions set forth
in the Indenture, which include the deposit with the Trustee of money or Foreign Government Securities or a combination thereof sufficient
to pay and discharge each installment of principal of (including premium, if any, on) and interest, if any, on the outstanding Notes.
If the Company shall, in accordance
with Section 901 of the Indenture, consolidate with or merge into any other corporation or convey or transfer its properties and assets
substantially as an entirety to any Person, the successor shall succeed to, and be substituted for, the Person named as the “Company”
on the face of this Note, all on the terms set forth in the Indenture.
The Notes are issuable in
registered form without coupons in denominations of €100,000 and any integral multiple of €1,000 in excess thereof. In the manner
and subject to the limitations provided in the Indenture, but without the payment of any service charge, Notes may be exchanged for an
equal aggregate principal amount of Notes of other authorized denominations at the office or agency of the Company maintained for such
purpose in the Borough of Manhattan, The City and State of New York, or any other office or agency designated by the Company for such
purpose.
All payments of principal,
interest and additional amounts, if any, including payments made upon any redemption of the Notes, will be made in euro. If the euro is
unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s control or the
euro is no longer used by the member states of the European Monetary Union that have adopted the euro as their currency or for the settlement
of transactions by public institutions of or within the international banking community, then all payments in respect of this Note will
be made in U.S. dollars until such currency is again available to the Company or so used. The amount payable on any date in euro will
be converted into U.S. dollars on the basis of the most recently available market exchange rate for the euro. Any payment in respect of
this Note so made in U.S. dollars will not constitute an Event of Default as defined in the Indenture.
The Company will,
subject to the exceptions and limitations set forth below, pay as additional interest on this Note such additional amounts as are
necessary in order that the net payment by the Company or a paying agent of the principal of and interest on the Notes to a holder
who is not a United States person (as defined below), after deduction for any present or future tax, assessment or other
governmental charge of the United States or a political subdivision or taxing authority of or in the United States, imposed by
withholding with respect to the payment, will not be less than the amount provided in this Note to be then due and payable;
provided, however, that the foregoing obligation to pay additional amounts shall not apply:
(1) to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the holder, or a fiduciary,
settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding
a power over an estate or trust administered by a fiduciary holder, being considered as:
(a) being or having been present or engaged in a trade or business in the United States or having had a permanent establishment in
the United States;
(b) having a current or former relationship with the United States, including a relationship as a citizen or resident of the United
States;
(c) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with
respect to the United States or a corporation that has accumulated earnings to avoid United States federal income tax;
(d) being or having been a ‘‘10-percent shareholder’’ of the Company as defined in section 871(h)(3) of the
United States Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision; or
(e) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course
of its trade or business;
(2) to any holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary or partnership,
but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership would
not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly
its beneficial or distributive share of the payment;
(3) to any tax, assessment or other governmental charge that is imposed otherwise or withheld solely by reason of a failure of the
holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality,
residence, identity or connection with the United States of the holder or beneficial owner of the Notes, if compliance is required by
statute, by regulation of the United States Treasury Department or by an applicable income tax treaty to which the United States is a
party as a precondition to exemption from such tax, assessment or other governmental charge;
(4) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or a paying agent
from the payment;
(5) to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of a change in law, regulation
or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided
for, whichever occurs later;
(6) to any estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or similar tax, assessment or other
governmental charge;
(7) to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of
or interest on any Notes, if such payment can be made without such withholding by any other paying agent;
(8) to any taxes that are imposed or withheld pursuant to Sections 1471 through 1474 of the Code (or any amended or successor version
of such Sections), any Treasury regulations promulgated thereunder, any official interpretations thereof or any agreements entered into
in connection with the implementation thereof;
(9) with respect to any payment to the extent such payment could have been made without such deduction or withholding if the holder
or beneficial owner of the Notes had presented the Notes for payment (where presentation is permitted or required for payment) within
30 days after the date on which such payment became due and payable or date on which payment thereof is duly provided for, whichever is
later, except for additional amounts with respect to taxes that would have been imposed had the Holder or beneficial owner presented the
Notes for payment within such 30-day period; and
(10) in the case of any combination of items (1), (2), (3), (4), (5), (6), (7), (8) and (9).
This Note is subject in all
cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to this Note. Except as specifically
provided in this Note, the Company shall not be required to make any payment with respect to any tax, assessment or other governmental
charge imposed by any government or a political subdivision or taxing authority of, or in any government or political subdivision.
As used in this Note, the
term “United States” means the United States of America (including the states and the District of Columbia) and its territories,
possessions and other areas subject to its jurisdiction, and the term “United States person” means any individual who is a
citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the
United States, any state of the United States or the District of Columbia (other than a partnership that is not treated as a United States
person under any applicable Treasury regulations), or any estate or trust the income of which is subject to United States federal income
taxation regardless of its source.
If, as a result of any
change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any
political subdivision or taxing authority of or in the United States), or any change in, or amendments to, an official position
regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes
effective on or after February 5, 2025, the Company becomes, or based upon a written opinion of independent counsel selected by the
Company, will become obligated to pay additional amounts as described above with respect to this Note, then the Company may at its
option redeem, in whole, but not in part, this Note on not less than 30 nor more than 60 days prior notice, at a redemption price
equal to 100% of its principal amount, together with interest accrued but unpaid on this Note to the date fixed for redemption.
The Notes will be redeemable,
as a whole or in part, at the Company’s option, at any time or from time to time, on at least 10 days, but not more than 60 days,
prior notice to the holders of the Notes (by mail, electronic delivery or otherwise in accordance with the depositary’s procedures).
Prior to the Par Call Date, as defined below, the redemption price for the Notes will be equal to the greater of:
| | · | 100% of the principal amount of the Notes to be redeemed; and |
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| | · | the sum of the present values of the Remaining Scheduled Payments, as defined below, discounted, on an
annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate, as defined below, plus 20 basis points, |
plus, in each case, accrued and unpaid interest
on the Notes to be redeemed to, but excluding, the Redemption Date.
On and after the Par Call
Date, the redemption price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid
interest to, but excluding, the Redemption Date.
“Business Day”
means any day other than a Saturday or Sunday (1) that is not a day on which banking institutions in the City of New York or the City
of London are authorized or required by law or executive order to close and (2) on which the Trans-European Automated Real-time Gross
Settlement Express Transfer system (the TARGET2 system), or any successor thereto, operates.
“Comparable Government
Bond Rate” means the yield to maturity, expressed as a percentage (rounded to three decimal places, 0.0005 being rounded upwards),
on the third Business Day prior to the date fixed for redemption, of the Comparable Government Bond, as defined below, on the basis of
the middle market price of such Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by
an Independent Investment Banker, as defined below.
“Comparable
Government Bond” with respect to any Comparable Government Bond Rate calculation means a German government bond selected by an
Independent Investment Banker as having a maturity closest to the remaining term of the Notes to be redeemed (assuming, for this
purpose, that the Notes matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities having a maturity closest to such remaining term of
the Notes, or if such Independent Investment Banker in its discretion considers that such similar bond is not in issue, such other
German government bond as such Independent Investment Banker may, with the advice of three brokers of, and/or market makers in,
German government bonds selected by the Company, determine to be appropriate for determining the Comparable Government Bond Rate for
the Notes.
“Independent Investment
Banker” means one of the Reference Bond Dealers, to be appointed by the Company.
“Par Call Date”
means November 10, 2036 (three months prior to the maturity date of the Notes).
“Reference Bond Dealer”
means each of BNP PARIBAS, Banco Santander, S.A., Barclays Bank PLC, Deutsche Bank AG, London Branch, RBC Europe Limited, SMBC Bank International
plc, Société Générale, U.S. Bancorp Investments, Inc and Wells Fargo Securities International Limited and
their respective successors or a Primary Bond Dealer selected by any of them, and their respective successors; provided however, that
if any of the foregoing shall cease to be a broker or dealer of, and/or market maker in, German government bonds (a “Primary Bond
Dealer”), the Company will substitute therefor another nationally recognized investment banking firm that is a Primary Bond 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 (assuming, for this purpose, that the Notes matured
on the Par Call Date); 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.
The Company will notify the
Trustee of the redemption price promptly after the calculation thereof and the Trustee shall not be responsible or liable for any calculation
of the redemption price or of any component thereof.
On and after the Redemption
Date, interest will cease to accrue on the Notes or any portion thereof called for redemption (unless we default in the payment of the
redemption price and accrued and unpaid interest). On or before the Redemption Date, we will deposit with a paying agent (or the Trustee)
money sufficient to pay the redemption price of and accrued and unpaid interest on the Notes to be redeemed on that date. If fewer than
all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by a method the Trustee deems to be fair
and appropriate.
Upon due presentation for
registration of transfer of this Note at the office or agency of the Company for such registration in the Borough of Manhattan, The City
and State of New York, or any other office or agency designated by the Company for such purpose, a new Note or Notes of authorized denominations
for an equal aggregate principal amount will be issued to the transferee in exchange herefor, subject to the limitations provided in the
Indenture, without charge except for any tax or other governmental charge imposed in connection therewith.
Prior to due presentment
for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may deem and treat
the registered holder hereof as the absolute owner of this Note (whether or not this Note shall be overdue) for the purpose of
receiving payment of the principal of, premium, if any, and interest on this Note, as herein provided, and for all other purposes,
and neither the Company nor the Trustee nor any agent of the Company or the Trustee shall be affected by any notice of the contrary.
All payments made to or upon the order of such registered holder shall, to the extent of the sum or sums paid, effectually satisfy
and discharge liability for moneys payable on this Note.
Individual certificates will
not be issued in exchange for this Note, except in the limited circumstances set forth in the following sentence or as otherwise provided
for in the Indenture. If Euroclear or Clearstream notifies us that it is unwilling or unable to continue as a clearing system in connection
with this Note, and in each case we do not appoint a successor clearing system within 90 days after receiving such notice from Euroclear
or Clearstream, we 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 this Note upon delivery of this Note for cancellation. If the Company issues definitive Notes, interest on
such Notes will be payable either by check mailed to each holder or, upon application by a holder to the registrar not later than the
relevant record date, by wire transfer in immediately available funds to that holder’s account, which application shall remain in
effect until the holder notifies the registrar, in writing, to the contrary.
No recourse for the payment
of the principal of, premium, if any, or interest on this Note, or for any claim based hereon or otherwise in respect hereof, and no recourse
under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in any Note,
or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director,
as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise,
all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.
Unless otherwise defined in this Note, all terms used in this Note which are defined in the Indenture shall have the meanings assigned
to them in the Indenture.
THIS NOTE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SCHEDULE OF INCREASES OR DECREASES
The initial principal amount
of this Global Note is €900,000,000. The following increases or decreases in this Global Note have been made:
| Date of Exchange |
Amount of decrease in Principal Amount of this Global Note |
Amount of increase in Principal Amount of this Global Note |
Principal amount of this Global Note following such decrease or increase |
Signature of authorized signatory of Trustee or Securities Custodian |
Exhibit 2.4
Unless this certificate is
presented by an authorized representative of Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear System (“Euroclear”)
and Clearstream Banking, S.A. (“Clearstream”, and together with Euroclear, “Euroclear/Clearstream”), to the issuer
or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of The Bank of New
York Depository (Nominees) Limited, as nominee of The Bank of New York Mellon, London Branch, as common depositary for Euroclear/Clearstream,
or in such other name as is requested by an authorized representative of Euroclear/Clearstream (and any payment is made to The Bank of
New York Depository (Nominees) Limited, as nominee of The Bank of New York Mellon, London Branch, as common depositary for Euroclear/Clearstream,
or to such other entity as is requested by an authorized representative of Euroclear/Clearstream), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, The Bank of New York Depository (Nominees)
Limited, as nominee of The Bank of New York Mellon, London Branch, as common depositary for Euroclear/Clearstream, has an interest herein.
INTERNATIONAL BUSINESS MACHINES CORPORATION
3.800% Note due 2045
ISIN XS2999659456
COMMON CODE 299965945
CUSIP 459200 LP4
No.: I-1
INTERNATIONAL BUSINESS
MACHINES CORPORATION, a corporation duly organized and existing under the laws of the State of New York (herein called the
“Company”, which term includes any successor corporation under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to The Bank of New York Depository (Nominees) Limited, as nominee of The Bank of New York
Mellon, London Branch, as common depositary for Euroclear/Clearstream, or registered assigns, the principal sum as set forth in the
attached Schedule of Increases and Decreases, at the office or agency of the Company in the Borough of Manhattan, The City and State
of New York, or any other office or agency designated by the Company for that purpose, on February 10, 2045 in such coin or currency
of the member states of the European Monetary Union that have adopted or that adopt the single currency in accordance with the
Treaty establishing the European Community, as amended by the Treaty on European Union as at the time of payment shall be legal
tender for the payment of public and private debts, and to pay interest, annually on February 10 of each year, commencing February
10, 2026, on said principal sum at said office or agency, in like coin or currency, at the rate of 3.800% per annum, from the
February 10 next preceding the date of this Note to which interest has been paid, unless the date hereof is a date to which interest
has been paid, in which case from the date of this Note, or unless no interest has been paid on the Notes (as defined on the reverse
hereof), in which case from February 10, 2025, until payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after the record date (as defined below) and before the following February 10,
this Note shall bear interest from such February 10; provided, however, that if the Company shall default in the payment of interest
due on February 10, then this Note shall bear interest from the next preceding February 10 to which interest has been paid, or, if
no interest has been paid on the Notes, from February 10, 2025. The interest so payable on February 10 will, subject to certain
exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note is registered
at the close of business on the date (the “record date”) that is the clearing system business day (for these purposes,
Monday to Friday inclusive except December 25th and January 1st) immediately preceding each February 10, unless the Company shall
default in the payment of interest due on such interest payment date, in which case such defaulted interest, at the option of the
Company, may be paid to the person in whose name this Note is registered at the close of business on a special record date for the
payment of such defaulted interest established by notice to the registered holders of Notes not less than ten days preceding such
special record date or may be paid in any other lawful manner not inconsistent with the requirements of any securities exchange on
which the Notes may be listed. The Company will pay the principal of, interest on and additional amounts, if any, in respect of this
Note in immediately available funds. Interest on this Note will be calculated on the basis of the actual number of days in the
period for which interest is being calculated and the actual number of days from and including the last date on which interest was
paid on this Note (or February 10, 2025 if no interest has been paid on this Note), to but excluding the next scheduled interest
payment date. Initially, The Bank of New York Mellon, London Branch will act as paying agent. The Company reserves the right at any
time to vary or terminate the appointment of any paying agent, to appoint additional or other paying agents and to approve any
change in the office through which any paying agent acts.
Reference is made to the further
provisions of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though
fully set forth at this place.
This Note shall not be valid
or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture
referred to on the reverse hereof.
IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed under its corporate seal.
| Dated: February 10, 2025 |
INTERNATIONAL BUSINESS MACHINES CORPORATION |
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[SEAL] |
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by |
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by |
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| TRUSTEE’S CERTIFICATE OF AUTHENTICATION |
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| This is one of the Securities of the Series designated herein issued under the within-mentioned Indenture. |
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| THE BANK OF NEW YORK MELLON, as Trustee |
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Authorized Signatory |
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[Signature Page to Euro
2045 Note]
This security is one of a
duly authorized issue of unsecured debentures, notes or other evidences of indebtedness of the Company (hereinafter called the “Securities”),
of the series hereinafter specified, all issued or to be issued under an indenture dated as of October 1, 1993, duly executed and delivered
by the Company to The Bank of New York Mellon, a New York banking corporation, as trustee (hereinafter called the “Trustee”),
as supplemented by the First Supplemental Indenture dated as of December 15, 1995, between the Company and the Trustee, as trustee (hereinafter
called the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description
of the respective rights and duties thereunder of the Trustee, the Company and the holders of the Securities. The Securities may be issued
in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may
bear interest at different rates, may have different conversion prices (if any), may be subject to different redemption provisions, may
be subject to different sinking, purchase or analogous funds, may be subject to different covenants and Events of Default and may otherwise
vary as in the Indenture provided. This Security is one of a series designated as the 3.800% Notes due 2045 of the Company (hereinafter
called the “Notes”) issued under the Indenture.
In case an Event of Default
with respect to the Notes, as defined in the Indenture, shall have occurred and be continuing, the principal hereof together with interest
accrued thereon, if any, may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.
The Indenture contains
provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate
principal amount of the Securities at the time outstanding of all series to be affected (acting as one class), to execute
supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or
of any supplemental indenture or modifying in any manner the rights of the holders of the Securities of such series to be affected;
provided, however, that no such supplemental indenture shall, among other things, (i) change the fixed maturity of the principal of,
or any installment of principal of or interest on, or the currency of payment of, any Security; (ii) reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the redemption thereof; (iii) impair the right to institute suit
for the enforcement of any such payment on or after the fixed maturity thereof (or, in the case of redemption, on or after the
redemption date); (iv) reduce the percentage in principal amount of the outstanding Securities of any series, the consent of whose
holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance
with certain provisions of the Indenture or certain defaults thereunder and their consequences) provided for in the Indenture; (v)
change any obligation of the Company, with respect to outstanding Securities of a series, to maintain an office or agency in the
places and for the purposes specified in the Indenture for such series; or (vi) modify any of the foregoing provisions or the
provisions for the waiver of certain covenants and defaults, except to increase any applicable percentage of the aggregate principal
amount of outstanding Securities the consent of the holders of which is required or to provide with respect to any particular series
the right to condition the effectiveness of any supplemental indenture as to that series on the consent of the holders of a
specified percentage of the aggregate principal amount of outstanding Securities of such series or to provide that certain other
provisions of the Indenture cannot be modified or waived without the consent of the holder of each outstanding Security affected
thereby. It is also provided in the Indenture that the holders of a majority in aggregate principal amount of the Securities of a
series at the time outstanding may on behalf of the holders of all the Securities of such series waive any past default under the
Indenture with respect to such series and its consequences, except a default in the payment of the principal of, premium, if any, or
interest, if any, on any Security of such series or in respect of a covenant or provision which cannot be modified without the
consent of the Holder of each outstanding Security of the series affected. Any such consent or waiver by the holder of this Note
shall be conclusive and binding upon such holder and upon all future holders and owners of this Note and any Notes which may be
issued in exchange or substitution herefor, irrespective of whether or not any notation thereof is made upon this Note or such other
Notes.
No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of, if any, and interest on this Note at the place, at the respective times, at the rate and in the
coin or currency herein prescribed.
The Indenture permits the
Company to Discharge its obligations with respect to the Notes on the 91st day following the satisfaction of the conditions set forth
in the Indenture, which include the deposit with the Trustee of money or Foreign Government Securities or a combination thereof sufficient
to pay and discharge each installment of principal of (including premium, if any, on) and interest, if any, on the outstanding Notes.
If the Company shall, in accordance
with Section 901 of the Indenture, consolidate with or merge into any other corporation or convey or transfer its properties and assets
substantially as an entirety to any Person, the successor shall succeed to, and be substituted for, the Person named as the “Company”
on the face of this Note, all on the terms set forth in the Indenture.
The Notes are issuable in
registered form without coupons in denominations of €100,000 and any integral multiple of €1,000 in excess thereof. In the manner
and subject to the limitations provided in the Indenture, but without the payment of any service charge, Notes may be exchanged for an
equal aggregate principal amount of Notes of other authorized denominations at the office or agency of the Company maintained for such
purpose in the Borough of Manhattan, The City and State of New York, or any other office or agency designated by the Company for such
purpose.
All payments of principal,
interest and additional amounts, if any, including payments made upon any redemption of the Notes, will be made in euro. If the euro is
unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s control or the
euro is no longer used by the member states of the European Monetary Union that have adopted the euro as their currency or for the settlement
of transactions by public institutions of or within the international banking community, then all payments in respect of this Note will
be made in U.S. dollars until such currency is again available to the Company or so used. The amount payable on any date in euro will
be converted into U.S. dollars on the basis of the most recently available market exchange rate for the euro. Any payment in respect of
this Note so made in U.S. dollars will not constitute an Event of Default as defined in the Indenture.
The Company will,
subject to the exceptions and limitations set forth below, pay as additional interest on this Note such additional amounts as are
necessary in order that the net payment by the Company or a paying agent of the principal of and interest on the Notes to a holder
who is not a United States person (as defined below), after deduction for any present or future tax, assessment or other
governmental charge of the United States or a political subdivision or taxing authority of or in the United States, imposed by
withholding with respect to the payment, will not be less than the amount provided in this Note to be then due and payable;
provided, however, that the foregoing obligation to pay additional amounts shall not apply:
(1) to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the holder, or a fiduciary,
settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding
a power over an estate or trust administered by a fiduciary holder, being considered as:
(a) being or having been present or engaged in a trade or business in the United States or having had a permanent establishment in
the United States;
(b) having a current or former relationship with the United States, including a relationship as a citizen or resident of the United
States;
(c) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with
respect to the United States or a corporation that has accumulated earnings to avoid United States federal income tax;
(d) being or having been a ‘‘10-percent shareholder’’ of the Company as defined in section 871(h)(3) of the
United States Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision; or
(e) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course
of its trade or business;
(2) to any holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary or partnership,
but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership would
not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly
its beneficial or distributive share of the payment;
(3) to any tax, assessment or other governmental charge that is imposed otherwise or withheld solely by reason of a failure of the
holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality,
residence, identity or connection with the United States of the holder or beneficial owner of the Notes, if compliance is required by
statute, by regulation of the United States Treasury Department or by an applicable income tax treaty to which the United States is a
party as a precondition to exemption from such tax, assessment or other governmental charge;
(4) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or a paying agent
from the payment;
(5) to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of a change in law, regulation
or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided
for, whichever occurs later;
(6) to any estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or similar tax, assessment or other
governmental charge;
(7) to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of
or interest on any Notes, if such payment can be made without such withholding by any other paying agent;
(8) to any taxes that are imposed or withheld pursuant to Sections 1471 through 1474 of the Code (or any amended or successor version
of such Sections), any Treasury regulations promulgated thereunder, any official interpretations thereof or any agreements entered into
in connection with the implementation thereof;
(9) with respect to any payment to the extent such payment could have been made without such deduction or withholding if the holder
or beneficial owner of the Notes had presented the Notes for payment (where presentation is permitted or required for payment) within
30 days after the date on which such payment became due and payable or date on which payment thereof is duly provided for, whichever is
later, except for additional amounts with respect to taxes that would have been imposed had the Holder or beneficial owner presented the
Notes for payment within such 30-day period; and
(10) in the case of any combination of items (1), (2), (3), (4), (5), (6), (7), (8) and (9).
This Note is subject in all
cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to this Note. Except as specifically
provided in this Note, the Company shall not be required to make any payment with respect to any tax, assessment or other governmental
charge imposed by any government or a political subdivision or taxing authority of, or in any government or political subdivision.
As used in this Note, the
term “United States” means the United States of America (including the states and the District of Columbia) and its territories,
possessions and other areas subject to its jurisdiction, and the term “United States person” means any individual who is a
citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the
United States, any state of the United States or the District of Columbia (other than a partnership that is not treated as a United States
person under any applicable Treasury regulations), or any estate or trust the income of which is subject to United States federal income
taxation regardless of its source.
If, as a result of any
change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any
political subdivision or taxing authority of or in the United States), or any change in, or amendments to, an official position
regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes
effective on or after February 5, 2025, the Company becomes, or based upon a written opinion of independent counsel selected by the
Company, will become obligated to pay additional amounts as described above with respect to this Note, then the Company may at its
option redeem, in whole, but not in part, this Note on not less than 30 nor more than 60 days prior notice, at a redemption price
equal to 100% of its principal amount, together with interest accrued but unpaid on this Note to the date fixed for redemption.
The Notes will be redeemable,
as a whole or in part, at the Company’s option, at any time or from time to time, on at least 10 days, but not more than 60 days,
prior notice to the holders of the Notes (by mail, electronic delivery or otherwise in accordance with the depositary’s procedures).
Prior to the Par Call Date, as defined below, the redemption price for the Notes will be equal to the greater of:
| | · | 100% of the principal amount of the Notes to be redeemed; and |
| | | |
| | · | the sum of the present values of the Remaining Scheduled Payments, as defined below, discounted, on an
annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate, as defined below, plus 20 basis points, |
plus, in each case, accrued and unpaid interest
on the Notes to be redeemed to, but excluding, the Redemption Date.
On and after the Par Call
Date, the redemption price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid
interest to, but excluding, the Redemption Date.
“Business Day”
means any day other than a Saturday or Sunday (1) that is not a day on which banking institutions in the City of New York or the City
of London are authorized or required by law or executive order to close and (2) on which the Trans-European Automated Real-time Gross
Settlement Express Transfer system (the TARGET2 system), or any successor thereto, operates.
“Comparable Government
Bond Rate” means the yield to maturity, expressed as a percentage (rounded to three decimal places, 0.0005 being rounded upwards),
on the third Business Day prior to the date fixed for redemption, of the Comparable Government Bond, as defined below, on the basis of
the middle market price of such Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by
an Independent Investment Banker, as defined below.
“Comparable
Government Bond” with respect to any Comparable Government Bond Rate calculation means a German government bond selected by an
Independent Investment Banker as having a maturity closest to the remaining term of the Notes to be redeemed (assuming, for this
purpose, that the Notes matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities having a maturity closest to such remaining term of
the Notes, or if such Independent Investment Banker in its discretion considers that such similar bond is not in issue, such other
German government bond as such Independent Investment Banker may, with the advice of three brokers of, and/or market makers in,
German government bonds selected by the Company, determine to be appropriate for determining the Comparable Government Bond Rate for
the Notes.
“Independent Investment
Banker” means one of the Reference Bond Dealers, to be appointed by the Company.
“Par Call Date”
means August 10, 2044 (six months prior to the maturity date of the Notes).
“Reference Bond Dealer”
means each of BNP PARIBAS, Banco Santander, S.A., Barclays Bank PLC, Deutsche Bank AG, London Branch, RBC Europe Limited, SMBC Bank International
plc, Société Générale, U.S. Bancorp Investments, Inc and Wells Fargo Securities International Limited and
their respective successors or a Primary Bond Dealer selected by any of them, and their respective successors; provided however, that
if any of the foregoing shall cease to be a broker or dealer of, and/or market maker in, German government bonds (a “Primary Bond
Dealer”), the Company will substitute therefor another nationally recognized investment banking firm that is a Primary Bond 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 (assuming, for this purpose, that the Notes matured
on the Par Call Date); 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.
The Company will notify the
Trustee of the redemption price promptly after the calculation thereof and the Trustee shall not be responsible or liable for any calculation
of the redemption price or of any component thereof.
On and after the Redemption
Date, interest will cease to accrue on the Notes or any portion thereof called for redemption (unless we default in the payment of the
redemption price and accrued and unpaid interest). On or before the Redemption Date, we will deposit with a paying agent (or the Trustee)
money sufficient to pay the redemption price of and accrued and unpaid interest on the Notes to be redeemed on that date. If fewer than
all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by a method the Trustee deems to be fair
and appropriate.
Upon due presentation for
registration of transfer of this Note at the office or agency of the Company for such registration in the Borough of Manhattan, The City
and State of New York, or any other office or agency designated by the Company for such purpose, a new Note or Notes of authorized denominations
for an equal aggregate principal amount will be issued to the transferee in exchange herefor, subject to the limitations provided in the
Indenture, without charge except for any tax or other governmental charge imposed in connection therewith.
Prior to due presentment
for registration of transfer of this Note, the Company, the Trustee and any agent of the Company or the Trustee may deem and treat
the registered holder hereof as the absolute owner of this Note (whether or not this Note shall be overdue) for the purpose of
receiving payment of the principal of, premium, if any, and interest on this Note, as herein provided, and for all other purposes,
and neither the Company nor the Trustee nor any agent of the Company or the Trustee shall be affected by any notice of the contrary.
All payments made to or upon the order of such registered holder shall, to the extent of the sum or sums paid, effectually satisfy
and discharge liability for moneys payable on this Note.
Individual certificates will
not be issued in exchange for this Note, except in the limited circumstances set forth in the following sentence or as otherwise provided
for in the Indenture. If Euroclear or Clearstream notifies us that it is unwilling or unable to continue as a clearing system in connection
with this Note, and in each case we do not appoint a successor clearing system within 90 days after receiving such notice from Euroclear
or Clearstream, we 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 this Note upon delivery of this Note for cancellation. If the Company issues definitive Notes, interest on
such Notes will be payable either by check mailed to each holder or, upon application by a holder to the registrar not later than the
relevant record date, by wire transfer in immediately available funds to that holder’s account, which application shall remain in
effect until the holder notifies the registrar, in writing, to the contrary.
No recourse for the payment
of the principal of, premium, if any, or interest on this Note, or for any claim based hereon or otherwise in respect hereof, and no recourse
under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in any Note,
or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director,
as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise,
all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.
Unless otherwise defined in this Note, all terms used in this Note which are defined in the Indenture shall have the meanings assigned
to them in the Indenture.
THIS NOTE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SCHEDULE OF INCREASES OR DECREASES
The initial principal amount
of this Global Note is €750,000,000. The following increases or decreases in this Global Note have been made:
| Date of Exchange |
Amount of decrease in Principal Amount of this Global Note |
Amount of increase in Principal Amount of this Global Note |
Principal amount of this Global Note following such decrease or increase |
Signature of authorized signatory of Trustee or Securities Custodian |
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