(c)
The following table provides information
relating to the company’s repurchase of common stock for the third quarter of
2004.
Period
Total Number
of Shares
Purchased
Average
Price Paid
per Share
Total Number
of Shares Purchased
as Part of Publicly
Announced Program
Approximate
Dollar Value
of Shares that
May Yet Be
Purchased Under the Program (1)
July 1, 2004 -
July 31, 2004
6,707,000
$
85.89
6,707,000
$
3,322,074,440
August 1, 2004 -
August 31, 2004
5,186,500
$
84.23
5,186,500
$
2,885,223,438
September 1, 2004 -
September 30, 2004
3,123,400
$
85.29
3,123,400
$
2,618,842,293
Total
15,016,900
$
85.19
15,016,900
(1) On February 24, 2004, the
IBM Board of Directors authorized up to $4.0 billion in funds for use in the
company’s common stock repurchase program.
IBM has announced that under its repurchase program, it will repurchase
shares on the open market or in private transactions from time to time,
depending on market conditions. The
repurchase program does not have an expiration date.
By-laws of IBM as amended through September
27, 2004 is Exhibit 3 contained in Form 8-K, filed on September 27, 2004, and
is hereby incorporated by reference.
10
Material Contracts
10.1
The IBM 1999 Long-Term Performance Plan, a
compensatory plan, filed on February 15, 2000 with Registration Statement
No. 333-30424 on Form S-8, as amended.
10.2
The IBM 2001 Long-Term Performance Plan, a
compensatory plan, filed on May 7, 2002 with Registration Statement
No. 333-87708 on Form S-8, as amended.
56
10.3
The IBM PwCC Acquisition Long-Term
Performance Plan, a compensatory plan, filed on January 31, 2003 with
Registration Statement No. 333-102872 on Form S-8, as amended.
10.4
Forms of LTPP Stock Option Award Agreement,
Long-Term Incentive Program Award Agreement, and Restricted Stock Unit and
Stock Option Award Agreement.
11
Statement re: computation of per share
earnings.
12
Statement re: computation of ratios.
31.1
Certification by CEO pursuant to Rule 13-14(a)
or 15D-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification by CFO pursuant to Rule
13-14(a) or 15D-14(a) of the Securities Exchange Act of 1934, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification by CEO pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32.2
Certification by CFO pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.
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