EX-FILING FEES 9 tm226999d2_ex-filingfees.htm EX-FILING FEES

 

EX-FILING FEES

 

Calculation of Filing Fee Tables

 

Form S-3
(Form Type)

 

International Business Machines Corporation

IBM International Group Capital LLC
(Exact Name of Registrant as Specified in their respective Charters)

 

Table 1: Newly Registered and Carry Forward Securities

 

  Security Type Security
Class
Title
Fee
Calculation
or Carry
Forward Rule
Amount
Registered
Proposed
Maximum
Offering Price
Per Unit
Maximum
Aggregate
Offering Price
Fee Rate Amount of
Registration Fee

Carry

Forward

Form Type

Carry

Forward

File

Number

Carry

Forward

Initial

Effective

Date

Filing Fee

Previously Paid

in Connection

with Unsold

Securities to be

Carried Forward

Newly Registered Securities
Fees to Be Paid                        
  Equity Preferred Stock of International Business Machines Corporation (1)

Rule 456(b) and Rule 457(r) (2)

 

(3) (3) (3) (2) (2)        
  Equity Depositary Shares of International Business Machines Corporation (1) Rule 456(b) and Rule 457(r) (2) (3) (3) (3) (2) (2)        
  Equity Capital Stock of International Business Machines Corporation (1) Rule 456(b) and Rule 457(r) (2) (3) (3) (3) (2) (2)        
  Debt Debt Securities of International Business Machines Corporation (1) Rule 456(b) and Rule 457(r) (2) (3) (3) (3) (2) (2)        
  Debt Debt Securities of IBM International Group Capital LLC (1) Rule 456(b) and Rule 457(r) (2) (3) (3) (3) (2) (2)        
  Other Warrants of International Business Machines Corporation (1) Rule 456(b) and Rule 457(r) (2) (3) (3) (3) (2) (2)        
  Other Guarantees of the Debt Securities of IBM International Group Capital LLC by International Business Machines Corporation (1)(4) Rule 457(n) (4) (3) (3) (3) (2) (2)        
Fees Previously Paid                        
  Total Offering Amounts   N/A   N/A        
  Total Fees Previously Paid      

N/A (5)

 

       
  Total Fee Offsets      

$1,187,408.76 (6) 

       
  Net Fee Due       N/A (2)        

 

 

 

(1)Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.
(2)In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the Securities Act), the registrants are deferring payments of all of the registration fee, except for $1,710,091.24 of unused registration fees previously paid in connection with the IBM Credit Registration Statement (as defined herein). A registration fee in the amount of $2,897,500.00 was previously paid by IBM Credit LLC, an indirect, wholly owned subsidiary of the registrant, in connection with the filing of a Registration Statement on Form S-3 (Registration No. 333-219724) on August 4, 2017 (the IBM Credit Registration Statement) and declared effective on August 17, 2017. The IBM Credit Registration Statement subsequently expired on August 17, 2020, resulting in $2,086,200.00 in registration fees paid at the time of filing the IBM Credit Registration Statement remaining unused. Pursuant to Rule 457(p) under the Securities Act, the registrant applied $1,395.26 of those unused registration fees to offset against the amounts due in connection with the filing of its Registration Statement on Form S-8 (Registration No. 333-259965) on October 10, 2021, $207,881.27 of those unused registration fees to offset against the amounts due in connection with the filing of its prospectus supplement pursuant to Rule 424(b)(5) (Registration No. 333-230099) on February 4, 2022 and $166,832.23 of those unused registration fees to offset against the amounts due in connection with the filing of its prospectus supplement pursuant to Rule 424(b)(5) (Registration No. 333-230099) on February 4, 2022, resulting in $1,710,091.24 of registration fees paid at the time of filing the IBM Credit Registration Statement remaining unused. Pursuant to Rule 457(p) under the Securities Act, these unused fees will be applied to the fees payable pursuant to this registration statement under the applicable prospectus supplement. In connection with the securities offered hereby, except for the application of these previously-paid fees, the registrants are deferring payment of all of the registration fee.
(3)An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be issued at indeterminate prices.
(4)International Business Machines Corporation is registering hereunder all guarantees and other obligations that it may have with respect to debt securities that may be issued by IBM International Group Capital LLC. No separate consideration will be received for such guarantees or any other such obligations. Pursuant to Rule 457(n) under the Securities Act, no registration fee is required with respect to such guarantees or obligations.
(5)The aggregate of registration fees previously paid for the newly registered securities in connection with the filing of this registration statement is $0. However, as set forth in footnote (2), $2,897,500.00 was previously paid in connection with the filing of the IBM Credit Registration Statement, offset by the total of the historical fee offsets related to the IBM Credit Registration Statement claimed prior to the filing of this registration statement in the amount of $1,187,408.76.
(6)Represents the total of the historical fee offsets claimed prior to the filing of this registration statement against the registration fees paid at the time of filing the IBM Credit Registration Statement, as set forth in Table 2.

 

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Table 2: Fee Offset Claims and Sources

 

  Registrant or
Filer Name
Form or
Filing Type
File
Number
Initial
Filing Date
Filing Date Fee Offset
Claimed 
(7)
Security Type
Associated with
Fee Offset Claimed
Security Title
Associated with
Fee Offset Claimed
Unsold
Securities
Associated with
Fee Offset Claimed
Unsold Aggregate
Offering Amount
Associated with
Fee Offset Claimed
Fee Paid with
Fee Offset Source

Rule 457(p)

 

Fee Offset Claims International Business Machines Corporation 424(b)(5) 333-230099 February 4, 2022   $166,832.23 Debt Debt securities - -  
Fee Offset Claims International Business Machines Corporation 424(b)(5) 333-230099 February 4, 2022   $207,881.27 Debt Debt securities - -  
Fee Offset Claims International Business Machines Corporation S-8 333-259965 October 10, 2021   $1,395.26 Equity Capital stock, par value $.20 per share - -  
Fee Offset Claims IBM Credit LLC 424(b)(5) 333-219724 November 29, 2018   $231,800 Debt Debt securities Unallocated – universal shelf $18,000,000,000  
Fee Offset Claims IBM Credit LLC 424(b)(5) 333-219724 February 2, 2018   $231,800 Debt Debt securities Unallocated – universal shelf $20,000,000,000  
Fee Offset Claims IBM Credit LLC 424(b)(5) 333-219724 September 7, 2017   $347,700 Debt Debt securities Unallocated – universal shelf $22,000,000,000  
                       
Fee Offset Sources IBM Credit LLC S-3 333-219724   August 4, 2017           $2,897,500

 

(7)The total of the historical fee offset claims against the registration fees of $2,897,500.00 paid at the time of filing the IBM Credit Registration Statement is $1,187,408.76, resulting in $1,710,091.24 in registration fees paid at the time of filing the IBM Credit Registration Statement remaining unused prior to the filing of this registration statement. Pursuant to Rule 457(p) under the Securities Act, these unused fees will be applied to the fees payable pursuant to this registration statement under the applicable prospectus supplement. In connection with the securities offered hereby, except for the application of these previously-paid fees, the registrants are deferring payment of all of the registration fee.

 

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