TYPE-424B3 SEQUENCE-1 DESCRIPTION-PRICING SUPPLEMENT NO. 1 Rule 424(b)(3) Registration No. 333-37034 PRICING SUPPLEMENT NO. 1 TO PROSPECTUS DATED June 20, 2000 (As supplemented June 22, 2000) INTERNATIONAL BUSINESS MACHINES CORPORATION MEDIUM-TERM NOTES (Floating Rate Note) (Due from one year to 30 years from date of issue) Designation: Floating Rate Original Issue Date: Medium-Term Notes Due March 7, 2002 September 8, 2003 Principal Amount: $500,000,000 Maturity Date: September 8, 2003 Issue Price (as a percentage of Regular Record Dates: Principal Amount): 100.00% Fifteenth calendar day, whether or not a Business Day prior to the corresponding Interest Interest Rate Base: Libor (3 month) Payment Date. Index Maturity: 3 months Designated Libor page: Telerate Page 3750 Spread: Minus 0.05% Interest Reset Dates: Each Interest Payment Date (other than the Maturity Date) Initial Interest Rate: 1.87% Interest Reset Period: Quarterly Interest Payment Dates: Interest Determination Dates: Quarterly, on the 8th of June, Second London Banking Day preceding September, December, and March, each Interest Reset Date commencing on June 8, 2002. Commission or Discount (as a percentage of Principal Amount): 0.00% CUSIP: 459 20Q CS1 Redemption Provisions: None Form: [X] Book-Entry [ ] Certificated INTRODUCTION This is a Pricing Supplement. It adds to, or 'supplements' the description of the Notes referred to in the accompanying Prospectus Supplement and Prospectus. It provides specific pricing and other information prudent investors want to know about the Notes. This Pricing Supplement also amends the Prospectus Supplement and Prospectus to the extent that the description of the Notes in this Pricing Supplement is different from the terms which are set forth in the Prospectus Supplement and Prospectus. INTEREST The Notes will bear interest at a rate which is reset on the Interest Reset Dates which have been listed above. The interest rate in effect from the Original Issue Date to the first Interest Reset Date for the Notes will be the Initial Interest Rate. Thereafter, the interest rate per annum on the Notes for each Interest Reset Period will be deteremined at the rate for Three (3) Month Libor minus a Spread of 5 basis points (0.05%). Interest on the Notes will be calculated based on the actual number of days elapsed over a year of 360 days. The Calculation Agent for the Notes will be The Chase Manhattan Bank. If any Interest Payment Date or any Interest Reset Date would otherwise be a day that is not a Business Day, such date will be postponed to the next day that is a Business Day. However, if that day falls in the next calendar month, the Interest Payment Date or Interest Reset Date will be advanced to the first preceding day that is a Business Day. For purposes of this offering, the term "Business Day" means any day on which commercial banks and foreign exchange markets settle payments in The City of New York, and is a day on which dealings in deposits in U.S. Dollars are transacted in the London interbank market (a "London Banking Day"). We have capitalized a number of terms in this document. If you do not see a definition for those terms in this document, those terms will have the meanings which we have already given to them in the Prospectus Supplement and the Prospectus. REDEMPTION The Notes are not redeemable by the Company. PLAN OF DISTRIBUTION Notes in the total Principal Amount of $500,000,000 will be sold to Deutsche Banc Alex. Brown Inc. at the Issue Price set forth at the top of this Pricing Supplement. They, in turn, will resell these Notes to investors at varying prices, which prices are dependent on prevailing market conditions at the time of resale. Dated: March 4, 2002