UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.   20549

FORM 11-K

(Mark One)

x

ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the fiscal year ended December 31, 2006

 

 

 

OR

 

 

o

TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                   to                 

Commission file number 1-2360

A.                     Full title of the plan and address of the plan, if different from that of the issuer named below:

IBM Savings Plan

Director of Compensation and Benefits

Capital Accumulation Programs

IBM Corporation

North Castle Drive

Armonk, New York 10504

B.       Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

INTERNATIONAL BUSINESS MACHINES CORPORATION

New Orchard Road

Armonk, New York 10504

 




IBM SAVINGS PLAN

Table of Contents

Report of Independent Registered Public Accounting Firm

 

 

 

 

 

Financial Statements and Schedule

 

 

 

 

 

Financial Statements:

 

 

 

 

 

Statements of Net Assets Available for Benefits at December 31, 2006 and 2005

 

 

 

 

 

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2006

 

 

 

 

 

Notes to Financial Statements

 

 

 

 

 

Supplemental Schedule*:

 

 

 

 

 

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

 

 

 

 

 

Exhibits

 

 

 

 

 

Exhibit 23 - Consent of Independent Registered Public Accounting Firm

 

 

 


*                    Other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosures under the Employee Retirement Income Security Act of 1974 are omitted because they are not applicable.

2




SIGNATURE

The Plan.  Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

 

IBM Savings Plan

 

 

 

 

 

 

 

 

 

 

 

Date: June 27, 2007

 

By:

 

/s/ Timothy S. Shaughnessy

 

 

 

 

Timothy S. Shaughnessy

 

 

 

 

Vice President and Controller

 

 

3




Report of Independent Registered Public Accounting Firm

To the Members of the International Business Machines Corporation (“IBM”) Retirement Plans Committee and the Participants of the IBM Savings Plan:

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the IBM Savings Plan (the “Plan”) at December 31, 2006 and 2005, and the changes in net assets available for benefits for the year ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America.  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.  We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management.  The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ PricewaterhouseCoopers LLP

 

 

New York, NY

June 27, 2007

 

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IBM SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AT DECEMBER 31,

 

 

2006

 

2005

 

 

 

(Dollars in thousands)

 

Assets:

 

 

 

 

 

Investments:

 

 

 

 

 

Investments, at fair value (Note 7)

 

$

34,233,370

 

$

28,556,211

 

Participant loans, at fair value

 

290,576

 

291,865

 

Total investments

 

34,523,946

 

28,848,076

 

 

 

 

 

 

 

Receivables:

 

 

 

 

 

Participant contributions

 

39,805

 

35,538

 

Employer contributions

 

11,865

 

10,914

 

Income, sales proceeds and other receivables

 

10,791

 

8,794

 

Total receivables

 

62,461

 

55,246

 

 

 

 

 

 

 

Total assets

 

34,586,407

 

28,903,322

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

Payable for cash collateral

 

3,724,956

 

1,909,001

 

Accrued expenses and other liabilities

 

4,835

 

10,577

 

Total liabilities

 

3,729,791

 

1,919,578

 

 

 

 

 

 

 

Net assets available for benefits, at fair value

 

30,856,616

 

26,983,744

 

 

 

 

 

 

 

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

 

(106,555

)

(134,781

)

 

 

 

 

 

 

Net assets available for benefits

 

$

30,750,061

 

$

26,848,963

 

 

The accompanying notes are an integral part of these financial statements.

5




IBM SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31,

 

 

2006

 

 

 

(Dollars in thousands)

 

Additions to net assets attributed to:

 

 

 

 

 

 

 

Investment income:

 

 

 

Net appreciation in fair value of investments (Note 7)

 

$

3,203,564

 

Interest income from investments

 

419,314

 

Dividends

 

104,439

 

 

 

3,727,317

 

 

 

 

 

Contributions:

 

 

 

Participants

 

1,262,615

 

Employer

 

340,606

 

 

 

1,603,221

 

 

 

 

 

Transfers from other benefit plans, net

 

78,342

 

 

 

 

 

Total additions

 

5,408,880

 

 

 

 

 

Deductions from net assets attributed to:

 

 

 

 

 

 

 

Distributions to participants

 

1,485,126

 

 

 

 

 

Administrative expenses

 

22,656

 

 

 

 

 

Total deductions

 

1,507,782

 

 

 

 

 

Net increase in net assets during the year

 

3,901,098

 

 

 

 

 

Net assets available for benefits:

 

 

 

 

 

 

 

Beginning of year

 

26,848,963

 

 

 

 

 

End of year

 

$

30,750,061

 

 

The accompanying notes are an integral part of these financial statements.

6




IBM SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION OF THE PLAN

The following description of the IBM Savings Plan (the “Plan”) provides only general information.  Participants should refer to the Plan prospectus for a complete description of the Plan’s provisions.

General

The Plan was established by resolution of IBM’s Retirement Plans Committee (the “Committee”) effective July 1, 1983 and Plan assets are held in trust for the benefit of its participants.  The Plan offers all eligible active, full-time and part-time regular and long-term supplemental United States (U.S.) employees of IBM and certain of its domestic related companies and partnerships an opportunity to defer from one to eighty percent of their eligible compensation for contribution to any of twenty-three investment funds.  The investment objectives of the twenty-three funds are described in Note 3, Description of Investment Funds.  In addition, participants are able to contribute up to ten percent of their eligible compensation on an after-tax basis.   (After-tax contributions are not available for employees working in Puerto Rico.)  Annual contributions are subject to the legal limits permitted by Internal Revenue Service (“IRS”) regulations.

Effective January 1, 2005, the Plan allowed participants to invest their account balances in more than 175 mutual fund investment options through a “mutual fund window”.  Participants may direct investments into this mutual fund window in addition to the various primary investment funds offered by the Plan.

Effective January 1, 2005, participants also were provided the choice to enroll in a “disability protection program” under which a portion of the participant’s account is used to pay premiums to purchase term insurance (underwritten by Metropolitan Life Insurance Company), which will pay the amount of their 401(k) deferral contributions and/or matching contributions into their accounts in the event the participant becomes disabled while insured.

At December 31, 2006 and 2005, the number of participants with an account balance in the Plan was 223,348 and 223,186, respectively.

The Plan qualifies under Section 401(a) of the Internal Revenue Code of 1986, as amended, and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.

Administration

The Plan is administered by the Committee, which appointed certain officials of IBM to assist in administering the Plan.  The Committee appointed State Street Bank and Trust Corporation (“SSBT”), as Trustee, to safeguard the assets of the funds and State Street Global Advisors (“SSGA”), the institutional investment management affiliate of State Street Bank and Trust Corporation, The Vanguard Group and other investment managers to direct investments in the various funds.  Hewitt Associates (“Hewitt”) is the provider of record keeping, participant services, and operator of the IBM Savings Plan Service Center in Lincolnshire, Illinois.  Communications services are provided by Hewitt as well as The Vanguard Group.

Fidelity Investments Institutional Operations Company, Inc. is the provider of administrative services related to the mutual fund window that became effective January 1, 2005.

Contributions

For eligible employees hired prior to January 1, 2005 (and certain employees hired thereafter in connection with a particular transaction, as noted in the IBM Savings Plan document), IBM contributes to the Plan a “matching contribution” equal to fifty percent of the first six percent of annual eligible compensation the employee defers (such that the maximum match is three percent of eligible compensation).

Effective January 1, 2005, other eligible employees (i.e., generally those hired on and after January 1, 2005) participate in the IBM Savings Plan under certain new Plan provisions referred to as the “IBM Pension Program offered through the IBM Savings Plan.”  These employees are automatically enrolled to make 401(k) contributions at three percent of eligible compensation after approximately thirty days of employment with IBM unless they elect otherwise.  After completing one

7




year of service, IBM contributes to the Plan a “matching contribution” equal to one hundred percent of the first six percent of annual eligible compensation the employee defers (such that the maximum match is six percent of eligible compensation).

IBM matching contributions for all employees who make 401(k) contributions (except executives who participate in a non-qualified deferred compensation plan) are automatically adjusted after year-end to provide the full IBM matching contribution for their aggregate 401(k) deferral contributions for the year.

Starting January 1, 2008, IBM intends to introduce an enhanced plan design that will be called the 401(k) Plus Plan and will provide employer contributions for eligible participants as follows, based upon which, if any, IBM pension formula the employee was eligible for on December 31, 2007:

IBM Pension Plan
Eligibility at 12/31/07

 

2008 Automatic
Contribution

 

2008 IBM Matching
Contribution

 

Pension Credit Formula

 

4%

 

100% on 6% of eligible compensation

 

Personal Pension Account

 

2%

 

100% on 6% of eligible compensation

 

401(k) Pension Program

 

1%

 

100% on 5% of eligible compensation

 

 

Under the intended 2008 plan design, some participants who were eligible to participate in the Personal Pension Account may also receive transition credits contributed to the IBM Savings Plan, if they had been eligible for transition credits under the IBM Personal Pension Account formula.  In addition, a contribution equal to five percent of eligible compensation (referred to as a “Special Savings Award”) will be added to the accounts of participants who are non-exempt employees and who participated in the Pension Credit Formula as of December 31, 2007.

Eligible compensation under the IBM Savings Plan includes regular salary, commissions, overtime, shift premium and similar additional compensation payments for nonscheduled workdays, recurring payments under any form of employee variable compensation plan, regular IBM Short-Term Disability Income Plan payments, holiday pay and vacation pay, but excludes payments made under any executive incentive compensation plan.

Participants may choose to have their contributions invested entirely in one of, or in any combination of, the following funds in multiples of one percent.  These funds and their investment objectives are more fully described in Note 3, Description of Investment Funds.

Life Strategy Funds (4)

Income Plus Life Strategy Fund
Conservative Life Strategy Fund
Moderate Life Strategy Fund
Aggressive Life Strategy Fund

Core Funds (6)

Stable Value Fund
Inflation Protected Bond Fund
Total Bond Market Fund
Total International Stock Market Index Fund
Total Stock Market Index Fund
Real Estate Investment Trust (REIT) Index Fund

Extended Choice Funds (13)

Money Market Fund
Long-Term Corporate Bond Fund
High Yield and Emerging Markets Bond Fund
Equity Income Fund
European Stock Index Fund

Pacific Stock Index Fund
Large Company Index Fund
Large-Cap Value Index Fund

8




Large-Cap Growth Index Fund
Small/Mid-Cap Stock Index Fund

Small-Cap Value Index Fund

Small-Cap Growth Index Fund
IBM Stock Fund

IBM Savings Plan participants also have access to the “mutual fund window” investments effective January 1, 2005, as described above.

Participants may change their deferral percentage and investment selection for future contributions at any time.  The changes will take effect for the next eligible pay cycle so long as the request is completed before the respective cutoff dates.  Also, the participant may transfer part or all of existing account balances among funds in the Plan once daily, subject to the IBM Savings Plan restrictions on trading.  The restrictions include:

·                  Direct transfers from the Stable Value Fund to the Money Market Fund are prohibited.  Any funds that are transferred out of the Stable Value Fund cannot be transferred into the Money Market Fund for a period of 90 days.

·                  30-Day Trading Block.  When funds are transferred out of an investment fund other than the Stable Value Fund, the Money Market Fund or the Mutual Fund Window, the participant must wait 30 calendar days before being able to transfer funds back into that fund.

A service fee is assessed for each transfer in excess of eight in a calendar year.

IBM is committed to preserving the integrity of the IBM Savings Plan as a long-term savings vehicle for its employees.  Frequent, short-term trading that is intended to attempt to take advantage of pricing lags in mutual funds can harm long-term investors, or increase trading expense in general.  Therefore, the IBM Savings Plan reserves the right to take appropriate action to curb short-term round trip transactions (buying/selling) into the same fund within five (5) business days.

Participant Accounts

The Plan record keeper (Hewitt) maintains an account in the name of each participant to which each participant’s contributions and share of the net earnings, losses and expenses, if any, of the various investment funds are recorded.  The earnings on the assets held in each of the funds and all proceeds from the sale of such assets are held and reinvested in the respective funds.

Participants may transfer rollover contributions of pre-tax dollars from other qualified savings plans or conduit Individual Retirement Accounts (IRAs that exclusively hold a pre-tax distribution from a qualified plan) into their Plan accounts.  Rollovers must be made in cash within the time limits specified by the IRS; stock or in-kind rollovers cannot be accepted.  These rollovers are limited to active employees on the payroll of IBM (or affiliated companies) who have existing accounts in the Plan.  Retirees are not eligible for such rollovers, except that a retiree or separated employee who has an existing account in the Plan may rollover a lump-sum distribution from an IBM-sponsored qualified retirement plan, including the IBM Personal Pension Plan.  After-tax funds may also be rolled over in the Plan. 

The interest of each participant in each of the funds is represented by units/shares credited to the participant’s account.

On each valuation date, the unit/share value of each fund is determined by dividing the current investment value of the assets in that fund on that date by the number of units/shares in the fund.  The investment value of assets equals the market value of assets for all funds except the Stable Value Fund for which the investment value of assets equals the contract value of assets.  In determining the unit/share value, new contributions that are to be allocated as of the valuation date are excluded from the calculation.  The number of additional units to be credited to a participant’s account for each fund, due to new contributions, is equal to the amount of the participant’s new contributions to the fund divided by the unit value for the applicable fund as determined on the valuation date.

Contributions made to the Plan as well as interest, dividends or other earnings of the Plan are generally not included in the taxable income of the participant until withdrawal, at which time all earnings and contributions withdrawn generally are taxed as ordinary income to the participant.  Additionally, withdrawals by the participant before attaining age 59 1/2 generally are subject to a penalty tax of 10 percent.

9




Consistent with provisions established by the IRS, the Plan’s 2006 limit on employee salary deferrals was $15,000.  (The limit increases to $15,500 for 2007.)  Participants who were age 50 or older during 2006 could take advantage of a higher pre-tax contribution limit of $20,000 (which increases to $20,500 for 2007).  The IRS scheduled increases for the maximum contribution limit stopped in 2006.  The 2006 maximum annual deferral amount for employees residing in Puerto Rico was limited by local government regulations to the lesser of $8,000 or ten percent of eligible compensation.

Vesting

Participants in the Plan are at all times fully vested in their account balance, including deferral contributions, employer matching contributions and earnings thereon, if any.

Distributions

Participants who have attained age 59 1/2 may request a distribution of all or part of the value in their account.  Up to four distributions are allowed each year and the minimum amount of any such distribution shall be the lesser of the participant’s account balance or $500.

In addition, participants who (1) retire under the prior IBM Retirement Plan provisions of the IBM Personal Pension Plan, or (2) become eligible for benefits under the IBM Long-Term Disability Plan or the IBM Medical Disability Income Plan, or (3) separate and have attained age 55, may also elect to receive the balance of their account either in annual installments over a period not to exceed ten years or over the participant’s life expectancy, recalculated annually, or defer distribution until age 70 1/2.

Withdrawals for financial hardship are permitted provided they are for a severe and immediate financial need, and the distribution is necessary to satisfy that need.  Employees are required to fully use the Plan loan program, described below, before requesting a hardship withdrawal.  Only an employee’s deferral contributions are eligible for hardship withdrawal; earnings and IBM matching contributions are not eligible for withdrawal.  Employees must submit evidence of hardship to Hewitt, who will determine whether the situation qualifies for a hardship withdrawal based on direction from IBM.  A hardship withdrawal is taxed as ordinary income to the employee and may be subject to the 10 percent additional tax on early distributions.

Upon the death of a participant, the value of the participant’s account will be distributed to the participant’s beneficiary in a lump-sum payment.  If the participant is married, the beneficiary must be the participant’s spouse, unless the participant’s spouse has previously given written, notarized consent to designate another person as beneficiary.  If the participant marries or remarries, any prior beneficiary designation is canceled and the spouse automatically becomes the beneficiary.  If the participant is single, the beneficiary may be anyone previously designated by the participant under the Plan.  In the absence of an effective designation under the Plan at the time of death, the proceeds normally will be paid in the following order:  the participant’s spouse, the participant’s children in equal shares, or to surviving parents equally.  If no spouse, child, or parent is living, payments will be made to the executors or administrators of the participant’s estate.

Participant Loans

Participants may borrow up to one-half of the value of the account balance, not to exceed $50,000 within a twelve month period.  Loans will be granted in $1 increments subject to a minimum loan amount of $500.  Participants are limited to two simultaneous outstanding Plan loans.  Repayment of a loan shall be made through semi-monthly payroll deductions over a term of one to four years.  The loan shall bear a fixed rate of interest, set quarterly, for the term of the loan, determined by the plan administrator to be 1.25 percent above the prime rate.  The interest shall be credited to the participant’s account as the semi-monthly repayments of principal and interest are made.  Interest rates on outstanding loans at December 31, 2006 and 2005 ranged from 4.25 percent to 11.00 percent and 5.00 percent to 11.00 percent, respectively.

Participants may prepay the entire remaining loan principal after payments have been made for three full months.  Employees on an approved leave of absence may elect to make scheduled loan payments directly to the Plan.  Participants may continue to contribute to the Plan while having an outstanding loan, provided that the loan is not in default.

Participants who retire or separate from IBM and have outstanding Plan loans may make coupon payments to continue monthly loan repayments according to their original amortization schedule.

10




Termination of Service

If the value of a participant’s account is $1,000 or less, it will be distributed to the participant in a lump-sum payment as soon as practical following the termination of the participant’s employment with IBM.  If the account balance is greater than $1,000 at the time of separation, the participant may defer distribution of the account until age 70 ½.

Termination of the Plan

IBM reserves the right to terminate this Plan at any time by action of the Committee.  In that event, each participant or beneficiary receiving or entitled to receive payments under the Plan would receive the balance of the account at such time and in such manner as the Committee shall determine at its discretion.

In the event of a full or partial termination of the Plan, or upon complete discontinuance of contributions under the Plan, the rights of all affected participants in the value of their accounts would be nonforfeitable.

Risks and Uncertainties

The Plan provides for various investment options that include in any combination of mutual funds, commingled funds, life-cycle funds, equities, fixed income securities, synthetic guaranteed investment contracts (“GICs”) and derivative contracts.  Investment securities are exposed to various risks, such as interest rates, credit and overall market volatility.  Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is reasonably possible that changes in risks in the near term could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.

The Plan is exposed to credit loss in the event of non-performance by the companies with whom the investment contracts are placed.  However, the Committee does not anticipate non-performance by these companies at this time.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The accompanying financial statements are prepared under the accrual basis of accounting, except distributions, which are recorded when paid.

Beginning as of January 1, 2006, the Plan adopted the requirements as described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (FSP AAG INV-1 and SOP 94-4-1).  These requirements are effective for financial statements issued for periods ending after December 15, 2006.  The provisions of FSP AAG INV-1 and SOP 94-4-1 have been retroactively applied to the statement of net assets available for benefits presented as of December 31, 2005, as required.  FSP AAG INV-1 and SOP 94-4-1 requires investment contracts held by a defined-contribution plan to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.  Contract value represents the cost plus contributions made under the contracts plus interest at the contract rates less withdrawals and administrative expenses.  In particular, FSP AAG INV-1 and SOP 94-4-1 affected the presentation of the amounts related to the Plan’s participation in the Stable Value Fund.  The statements of net assets available for benefits present the fair value of the investment in the Stable Value Fund as well as the adjustment from fair value to contract value for the fully benefit responsive investment contracts within the Stable Value Fund.  The statement of changes in net assets available for benefits is prepared on a contract value basis.

Valuation of Investments

The Plan’s investments are stated at fair value, which generally equals the quoted market price on the last business day of the Plan year.  Investments in mutual funds and commingled funds are valued at the net asset values per share as quoted by such companies or funds as of the valuation date.  IBM common stock is valued daily at the New York Stock Exchange closing price.  Other equity securities are valued at the last reported sales price or closing price.  Fixed income securities traded in the

11




over-the-counter market are valued at the bid prices.  Short-term securities are valued at amortized cost, which includes cost and accrued interest, which approximates fair value.  Participant loans are valued at cost plus accrued interest, which approximates fair value.

Investment Contracts

The Plan entered into benefit-responsive investment contracts, such as synthetic investment contracts (“GICs”), (through the Stable Value Fund — “the Fund”) with various third parties, i.e., insurance companies and banks.  Fair value generally equals the quoted market price on the last business day of the Plan year.  Contract value represents contributions made to investment contracts, plus earnings, less participant withdrawals and administrative expenses.  The fair value of the wrap contract for the synthetic GIC is determined using a discounted cash flow model which considers recent rebids as determined by recognized dealers, discount rate and the duration of the underlying portfolio.

A synthetic GIC provides for a fixed return on principal over a specified period of time, e.g., monthly crediting rate, through fully benefit-responsive wrapper contracts issued by a third party, which are backed by underlying assets owned by the Plan.  The contract value of the synthetic GIC held by the Stable Value Fund was $5,965 million and $5,713 million at December 31, 2006 and 2005, respectively.  The fair value of the synthetic GIC was $14 million and $13 million at December 31, 2006 and 2005, respectively.  The adjustment from the sum of the fair value of the underlying assets and the fair value of the synthetic GIC to the contract value of the synthetic GIC was $107 million and $135 million at December 31, 2006 and 2005, respectively.

Management has adopted the FSP described in Note 2 in the Plan’s financial statements for the years ended December 31, 2006.

Wrap contracts accrue interest using a formula called the “crediting rate.”  Wrap contracts use the crediting rate formula to convert market value changes in the covered assets into income distributions in order to minimize the difference between the market and contract value of the covered assets over time.  Using the crediting rate formula, an estimated future market value is calculated by compounding the Fund’s current market value at the Fund’s current yield to maturity for a period equal to the Fund’s duration.  The crediting rate is the discount rate that equates estimated future market value with the Fund’s current contract value.  The crediting rate is most impacted by the change in the annual effective yield to maturity of the underlying securities, but is also affected by differential between the contract value and the market value of the covered investments.  The difference is amortized over the duration of the investments. Depending on the change in duration from reset period to reset period, the magnitude of the impact to the crediting rate of the contract “contract to market” difference is heightened or lessened.  Crediting rates are reset monthly.  The wrap contracts provide a guarantee that the crediting rate will not fall below 0%.

If the Fund experiences significant redemptions when the market value is below the contract value, the Fund’s yield may be reduced significantly, to a level that is not competitive with other investment options. This may result in additional redemptions, which would tend to lower the crediting rate further. If redemptions continued, the Fund’s yield could be reduced to zero.  If redemptions continued thereafter, the Fund might have insufficient assets to meet redemption requests, at which point the Fund would require payments from the wrap issuer to pay further shareholder redemptions.

 The crediting rate, and hence the Fund’s return, may be affected by many factors, including purchases and redemptions by participants.  The precise impact on the Fund depends on whether the market value of the covered assets is higher or lower than the contract value of those assets. If the market value of the covered assets is higher than their contract value, the crediting rate will ordinarily be higher than the yield of the covered assets.  Under these circumstances, cash from new investors will tend to lower the crediting rate and the Fund’s return, and redemptions by existing participants will tend to increase the crediting rate and the Fund’s return.

The Fund and the wrap contracts purchased by the Fund are designed to pay all participant-initiated transactions at contract value.  Participant-initiated transactions are those transactions allowed by Plan (typically this would include withdrawals for benefits, loans, or transfers to non-competing funds within the Plan).  However, the wrap contracts limit the ability of the Fund to transact at contract value upon the occurrence of certain events.  At this time, the occurrence of any of these events is not probable.  These events include:

·      The Plan’s failure to qualify under Section 401(a) or Section 401(k) of the Internal Revenue Code.

·      The establishment of a defined contribution plan that competes with the Plan for employee contributions.

·      Any substantive modification of the Plan or the administration of the Plan that is not consented to by the wrap issuer.

·      Complete or partial termination of the Plan.

·      Any change in law, regulation or administrative ruling applicable to the Plan that could have a material adverse effect on the Fund’s cashflow.

·      Merger or consolidation of the Plan with another plan, the transfer of plan assets to another plan, or the sale, spin-off or merger of a subsidiary or division of the plan sponsor.

·      Any communication given to participants by the Plan sponsor or any other plan fiduciary that is designed to induce or influence participants not to invest in the Fund or to transfer assets out of the Fund.

·      Exclusion of a group of previously eligible employees from eligibility in the Plan.

·      Any early retirement program, group termination, group layoff, facility closing, or similar program.

·      Any transfer of assets from the Fund directly to a competing option.

12




·      Bankruptcy of the plan sponsor or other plan sponsor events which cause a significant withdrawal from the Plan.

·      A wrap issuer may terminate a wrap contract at any time.  In the event that the market value of the Fund’s covered assets is below their contract value at the time of such termination, the trustee, may elect to keep the wrap contract in place until such time as the market value of the Fund’s covered assets is equal to their contract value.  A wrap issuer may also terminate a wrap contract if the trustee’s investment management authority over the Fund is limited or terminated as well as if all of the terms of the wrap contract fail to be met.  In the event that the market value of the Fund’s covered assets is below their contract value at the time of such termination, the terminating wrap provider would not be required to make a payment to the Fund.

·      Synthetic investment contracts generally impose conditions on both the Plan and the issuer. If an event of default occurs and is not cured, the non-defaulting party may terminate the contract.  The following may cause the Plan to be in default: a breach of material obligation under the contract; a material misrepresentation; or a material amendment to the Plan agreement.  The issuer may be in default if it breaches a material obligation under the investment contract; makes a material misrepresentation; has a decline in its long term credit rating below a threshold set forth in the contract; is acquired or reorganized and the successor issuer does not satisfy the investment or credit guidelines applicable to issuers.  If, in the event of default of an issuer, the Plan were unable to obtain a replacement investment contract, withdrawing plans may experience losses if the value of the Plan’s assets no longer covered by the contract is below contract value.  The Plan may seek to add additional issuers over time to diversify the Plan’s exposure to such risk, but there is no assurance the Plan may be able to do so.  The combination of the default of an issuer and an inability to obtain a replacement agreement could render the Plan unable to achieve its objective of maintaining a stable contract value.  The terms of an investment contract generally provide for settlement of payments only upon termination of the contract or total liquidation of the covered investments.  Generally, payments will be made pro-rata, based on the percentage of investments covered by each issuer.  Contract termination occurs whenever the contract value or market value of the covered investments reaches zero or upon certain events of default.  If the contract terminates due to issuer default (other than a default occurring because of a decline in its rating), the issuer will generally be required to pay to the Plan the excess, if any, of contract value over market value on the date of termination.  If a synthetic GIC terminates due to a decline in the ratings of the issuer, the issuer may be required to pay to the Plan the cost of acquiring a replacement contract (i.e. replacement cost) within the meaning of the contract.  If the contract terminates when the market value equals zero, the issuer will pay the excess of contract value over market value to the Plan to the extent necessary for the Plan to satisfy outstanding contract value withdrawal requests.  Contract termination also may occur by either party upon election and notice.

The investment contracts owned by the Stable Value Fund earned the following average yields:

 

Year Ended
December 31,

 

 

 

2006

 

2005

 

Earned by the Plan

 

5.01

%

2.62

%

Credited to participants

 

5.67

%

5.54

%

 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein, and disclosures of contingent assets and liabilities at the date of the financial statements.  Actual results could differ from those estimates.

Security Transactions and Related Investment Income

Security transactions are recorded on a trade-date basis.  Dividend income is recorded on the ex-dividend date, and interest income is recorded on the accrual basis.

The Plan presents in the Statement of Changes in Net Assets Available for Benefits the net appreciation in the fair value of its investments, which consists of realized gains and losses and the unrealized appreciation and depreciation on those investments.

Administrative Expenses and Investment Management Fees

All administrative costs of the Plan are deducted from participants’ account balances.  These costs include (a) brokerage fees and commissions, which are included in the cost of investments and in determining net proceeds on sales of investments, (b) investment management fees, which are paid from the assets of the respective funds; those fees comprise fixed annual charges and charges based on a percentage of net asset value and are included as part of administrative expenses, and (c) operational expenses required for administration of the Plan including trustee, recordkeeping, participant reports and communications, and service center expenses, which are charged against the fund’s assets on a pro rata basis throughout the year and are included as part of administrative expenses.

New Standard to be Implemented

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (the “Standard”).  The Standard defines fair value, sets out a framework for measuring fair value under U.S. GAAP, and expands fair value measurement disclosures.  The Standard does not require new fair value measurements and is effective for financial statements issued for fiscal years

13




beginning after November 15, 2007.  Management is currently assessing the impact the adoption of the Standard will have, if any, on the Plan’s financial statements.

NOTE 3 - DESCRIPTION OF INVESTMENT FUNDS 

The objectives of the twenty-three investment funds to which employees may contribute funds are described below:

Life Strategy Funds - four blended funds that build a portfolio of diversified investments — U.S. stocks, international stocks, real estate equity stocks and fixed-income investments — from the existing core funds noted below.  The funds are structured by the IBM Retirement Fund organization and managed by the underlying funds’ managers.

x           Income Plus Life Strategy Fund - target allocation 30% stocks, 70% bonds; seeks returns that modestly outpace inflation on a fairly consistent basis.

x           Conservative Life Strategy Fund - target allocation 50% stocks, 50% bonds; seeks returns that moderately outpace inflation over the long term.

x           Moderate Life Strategy Fund - target allocation 65% stocks, 35% bonds; seeks relatively high returns at a moderate risk level.

x           Aggressive Life Strategy Fund - target allocation 85% stocks, 15% bonds; seeks high returns over the long term.

Core Funds - six funds that provide an opportunity to custom-build a portfolio from a selection of broadly diversified U.S. and international stock funds and from funds tracking the fixed-income markets.

x           Stable Value Fund - seeks to preserve principal and provide income at a stable rate of interest that is competitive with intermediate-term rates of return.  The fund is managed by multiple money managers.

x           Inflation Protected Bond Fund - seeks over the long term to provide a rate of return similar to the Lehman U.S. Treasury Inflation Protected Securities (TIPS) Index.  The fund is managed by State Street Global Advisors.

x           Total Bond Market Fund - seeks to modestly exceed the return of its benchmark index (Lehman Brothers Aggregate Bond Index), which consists of more than 5,000 U.S. Treasury, federal agency, mortgage-backed, and corporate securities.   The fund is managed by State Street Global Advisors.

x           Total International Stock Market Index Fund - seeks long-term capital growth with a market rate of return for a diversified group of non-U.S. equities in such major markets as Europe and Asia plus the emerging markets of the world.  It attempts to match the performance of the Morgan Stanley Capital International (MSCI) All Country World Ex-U.S. Free Index.  The fund is managed by State Street Global Advisors.

x           Total Stock Market Index Fund - seeks long-term growth of capital and income.  It attempts to match the performance of the Dow Jones Wilshire 5000 Total Market Index. The fund is managed by The Vanguard Group.

x           Real Estate Investment Trust (REIT) Index Fund - seeks a total rate of return approximating the returns of the MSCI U.S. REIT index.  Investment consists of U.S. publicly traded real estate equity securities.  The fund is managed by Barclays Global Investors.

Extended Choice Funds - thirteen funds that provide an opportunity to build an investment portfolio with funds that are less broadly diversified, focusing instead on discrete sectors of the stock and bond markets.

x           Money Market Fund - seeks liquidity and preservation of capital while providing a variable rate of income based on current short-term market interest rates.  The fund is managed by State Street Global Advisors.

x           Long-Term Corporate Bond Fund - seeks a high and sustainable level of interest income by investing in a widely diversified group of long-term bonds issued by corporations with strong credit ratings.  The fund is managed by Lehman Brothers Asset Management.

x           High Yield and Emerging Markets Bond Fund - seeks to modestly exceed the returns of the Lehman U.S. High Yield/Emerging Markets Bond Index.  The fund invests in “below investment grade” U.S. corporate and emerging market dollar bonds and is managed by Pacific Investment Management Company, LLC (PIMCO).

x           Equity Income Fund - seeks both long-term capital appreciation and dividend income by investing in large- and mid-cap U.S. stocks.  The fund is managed by State Street Global Advisors.

x           European Stock Index Fund - seeks long-term growth of capital that corresponds to an index of European stocks.   It attempts to match the investment results of the MSCI Europe Index.  The fund is managed by The Vanguard Group.

x           Pacific Stock Index Fund - seeks long-term growth of capital by attempting to match the performance of the MSCI Pacific Index.  The fund is managed by The Vanguard Group.

x           Large Company Index Fund - seeks long-term growth of capital and income from dividends by holding all the stocks that make up the Standard & Poor’s 500 Index.  The fund is managed by The Vanguard Group.

14




x           Large-Cap Value Index Fund - seeks long-term growth of capital and income from dividends.  The fund holds all the stocks in the Russell 1000 Value Index in approximately the same proportion as those stocks represented in the index.   The fund is managed by The Vanguard Group.

x           Large-Cap Growth Index Fund - seeks long-term growth of capital by holding all the stocks in the Russell 1000 Growth Index in approximately the same proportion as those stocks represented in the index.  The fund is managed by The Vanguard Group.

x           Small/Mid-Cap Stock Index Fund - seeks long-term growth of capital with a market rate of return from a diversified group of medium- and small-company stocks.  The fund holds stocks in the Russell 3000 index that are not part of the Standard and Poor’s 500 index and attempts to match the performance of the Russell SmallCap Completeness Index.   The fund is managed by State Street Global Advisors.

x           Small-Cap Value Index Fund - seeks long-term growth of capital by attempting to replicate the performance of the Russell 2000 Value Index.  The fund is managed by The Vanguard Group.

x           Small-Cap Growth Index Fund - seeks long-term growth of capital by attempting to match the performance of the Russell 2000 Growth Index.  The fund is managed by The Vanguard Group.

x           IBM Stock Fund - invests in IBM common stock and holds a small interest-bearing cash balance of approximately 0.25% for liquidity purposes.  The fund is managed by State Street Bank and Trust Company.

IBM Savings Plan participants also have access to the “mutual fund window” investments — which expands the Plan’s investment options to include more than 175 mutual funds, most of which are actively managed.  This feature gives more choice to participants who are interested in investing in brand-name funds, or in simply having a broader range of investment options from which to choose.

Securities Lending

Stock loan transactions are permitted with the objective to add investment return to the portfolio.  Certain funds may lend securities held in that fund to unaffiliated broker-dealers registered under the Securities Exchange Act of 1934, or banks organized in the United States of America.  At all times, the borrower must maintain cash or equivalent collateral equal in value to at least 102 percent of the value of the domestic securities loaned and 105 percent of the value of international securities loaned.  The cash collateral is reinvested to generate income that is credited to the portfolio return.

The primary risk in lending securities is a borrower may default during a sharp rise in the price of the security that was borrowed, resulting in a deficiency in the collateral posted by the borrower.  The funds seek to minimize this risk by requiring that the value of the securities that are loaned to be computed each day and that additional collateral is furnished each day, if necessary.   The addition of the securities lending provision does not change the investment objectives for the funds.  The value of  loaned securities in the State Street Bank agency program amounted to $3,615 million and  $1,852 million at December 31, 2006 and 2005, respectively.   The value of cash collateral obtained and reinvested in short-term investments of $3,725 million and $1,909 million for December 31, 2006 and 2005, respectively, is reflected as a liability in the Plan’s financial statements.  Securities lending is also permitted in the Barclays Global Investors, SSGA and Vanguard commingled funds.

NOTE 4 - PLAN TRANSFERS

The transfers below represent participant investment account balances attributable to employees transferred to IBM in 2006 primarily as a result of IBM acquisitions:

Significant transfers were:

MRO Software, Inc.

 

– net transfer totaling $47,208,261

 

 

Micromuse, Inc.

 

– net transfer totaling $13,605,576

 

 

Bowstreet

 

– net transfer totaling $3,536,537

 

 

Viacore, Inc,

 

– net transfer totaling $2,400,516

 

 

iPhrase

 

– net transfer totaling $1,716,538

 

 

 

15




In 2006, there were also transfers into the Plan totaling $9,874,560 related to participant account balances from other companies.   Total plan transfers were $78,341,988, which includes participant loan balances in addition to the transfers noted above.

NOTE 5 - TAX STATUS

The Trust established under the Plan is qualified under Section 401(a) of the Internal Revenue Code and the Trustee intends to continue it as a qualified trust.  The Plan received a favorable determination letter from the IRS on September 10, 2004.    Subsequent to this determination letter by the IRS, the Plan was amended.  The Plan administrator and Counsel continue to believe the Plan is designed and is being operated in compliance with the applicable requirements of the Internal Revenue Code.   Accordingly, a provision for federal income taxes has not been made.

NOTE 6 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of:

 

 

2006

 

2005

 

 

 

(Dollars in thousands)

 

Net assets available for benefits per the financial statements

 

$

30,750,061

 

$

26,848,963

 

Plus:

 

 

 

 

 

Adjustment from contract value to fair value for fully benefit-responsive investment contracts held by the Stable Value Fund

 

106,555

 

134,781

 

Less:

 

 

 

 

 

Benefit obligations currently payable

 

6,710

 

7,116

 

Net assets available for benefits per the Form 5500

 

$

30,849,906

 

$

26,976,628

 

 

The following is a reconciliation of investment income per the financial statements to the Form 5500:

 

Year Ended
December 31,
2006

 

 

 

(Dollars in thousands)

 

Total investment income per the financial statements

 

$

3,727,317

 

Plus:

 

 

 

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

 

106,555

 

Total investment income per the Form 5500

 

$

3,833,872

 

 

The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:

 

Year Ended
December 31,
2006

 

 

 

(Dollars in thousands)

 

Benefits paid to participants per the financial statements

 

$

1,485,126

 

Less:

 

 

 

Amounts payable at December 31, 2005

 

7,116

 

Plus:

 

 

 

Amounts payable at December 31, 2006

 

6,710

 

Benefits paid to participants per the Form 5500

 

$

1,484,720

 

 

16




NOTE 7 - INVESTMENT VALUATIONS

The following schedules summarize the value of investments, and the related net appreciation in the fair value of investments by type of investment:

 

 

Value Determined By

 

 

 

Quoted
Market
Prices

 

Fair
Value

 

Total

 

 

 

(Dollars in thousands)

 

At December 31, 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments at Fair Value

 

 

 

 

 

 

 

Commingled Funds

 

$

21,454,650

 

 

$

21,454,650

 

Short-Term Investments

 

3,971,790

 

 

3,971,790

 

IBM Common Stock

 

1,645,492

 

 

1,645,492

 

Mutual Funds

 

630,610

 

 

630,610

 

Fixed Income Securities

 

299,646

 

 

299,646

 

Common Stock—non-employer

 

159,199

 

 

159,199

 

Total

 

$

28,161,387

 

 

$

28,161,387

 

 

 

 

 

 

 

 

 

Investment Contracts at Fair Value

 

 

 

 

 

 

 

Investment contracts

 

 

$

6,071,983

 

6,071,983

 

Total

 

$

28,161,387

 

$

6,071,983

 

$

34,233,370

 

 

 

 

 

 

 

 

 

At December 31, 2005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments at Fair Value

 

 

 

 

 

 

 

Commingled Funds

 

$

14,207,603

 

 

$

14,207,603

 

Common Stock—non-employer

 

3,141,918

 

 

3,141,918

 

IBM Common Stock

 

2,044,358

 

 

2,044,358

 

Short-Term Investments

 

2,144,121

 

 

2,144,121

 

Mutual Funds

 

1,098,412

 

 

1,098,412

 

Fixed Income Securities

 

71,761

 

 

71,761

 

Total

 

$

22,708,173

 

 

$

22,708,173

 

 

 

 

 

 

 

 

 

Investment Contracts at Fair Value

 

 

 

 

 

 

 

Investment contracts

 

 

$

5,848,038

 

5,848,038

 

 

 

$

22,708,173

 

$

5,848,038

 

$

28,556,211

 

 

17




Net Appreciation in Fair Value of Investments (including gains and losses on investments bought and sold, as well as held during the year): 

 

 

2006

 

 

 

(Dollars in thousands)

 

Investments at fair value as determined by quoted market price:

 

 

 

Commingled Funds

 

$

2,870,004

 

IBM Common Stock

 

269,958

 

Mutual Funds

 

41,946

 

Common Stock—non-employer

 

18,780

 

Fixed Income Securities

 

2,876

 

Total

 

$

3,203,564

 

 

Investments

The investments that represent 5% or more of the Plan’s net assets available for benefits at December 31, 2006 and 2005 are as follows:

Investments

 

2006

 

2005

 

 

 

(Dollars in thousands)

 

Large Company Index Fund (Vanguard)

 

$

4,720,752

 

$

4,562,615

 

Small/Mid-Cap Stock Index Fund (State Street Global Advisors)

 

3,142,427

 

3,025,056

 

Total Stock Market Index Fund (Vanguard)

 

2,862,713

 

2,201,984

 

Total International Stock Market Index Fund (State Street Global Advisors)

 

2,768,095

 

1,931,666

 

IBM Common Stock

 

1,645,492

 

2,044,358

 

Investment Contract—Royal Bank of Canada, 5.75% (5.57%—2005)

 

1,517,996

 

1,428,314

 

Investment Contract —JPMorgan Chase, 5.75% (5.57%—2005)

 

1,517,996

 

1,428,314

 

 

NOTE 8 - RELATED-PARTY TRANSACTIONS

At December 31, 2006, a significant portion of the Plan’s assets were invested in State Street Global Advisors funds.  State Street Global Advisors’ parent company, State Street Bank and Trust Corporation, also acts as the trustee for the Plan and, therefore, these investments qualify as party-in-interest transactions.  The Plan also pays a fee to the trustee and the trustee also is a security lending agent.  These transactions qualify as party-in-interest transactions as well.  In addition, Fidelity Investments Institutional Operations Company, Inc. is the provider of administrative services related to the mutual fund window as well the investment manager of Fidelity funds within the mutual fund window.

At December 31, 2006 the Plan held 16,931,921 shares of IBM common stock valued at $1,645,492,419.  At December 31, 2005, the Plan held 24,862,508 shares of IBM common stock valued at $2,044,358,384.

18




IBM SAVINGS PLAN
Schedule H, line 4i - Schedule of Assets (Held at End of  Year)

AT DECEMBER 31, 2006

(a)

 

(b) Identity of issue, borrower, lessor, or similar
party

 

(c) Description of investment
including maturity date, rate
of interest, collateral, par, or
maturity value

 

(d) Cost

 

(e) Fair value

 

 

 

 

 

 

 

 

 

 

 

IBM Stock Fund

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*

 

Managed by State Street Global Advisors

 

IBM Common Stock
16,931,921 shares

 

 

 

$

1,645,492,419

*

 

Managed by State Street Global Advisors

 

SSBT Short-Term
Investments

 

 

 

1,437,666

 

 

 

 

 

 

 

 

 

 

 

Mutual Funds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*

 

Managed by Fidelity Investments

 

Mutual Fund Window

 

 

 

630,609,906

 

 

 

 

 

 

 

 

 

 

 

Commingled Trust Funds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Managed by The Vanguard Group

 

Large Company Index

 

 

 

4,720,751,563

 

 

Managed by The Vanguard Group

 

Total Stock Market Index

 

 

 

2,862,712,647

 

 

Managed by Barclays Global Investors

 

BGI Real Estate Investment
Trust

 

 

 

1,245,712,241

*

 

Managed by State Street Global Advisors

 

SSBT Money Market

 

 

 

1,051,462,158

 

 

Managed by The Vanguard Group

 

Small Cap Value Index

 

 

 

996,315,771

 

 

Managed by The Vanguard Group

 

Large Cap Value Index

 

 

 

891,387,319

 

 

 

 

 

 

 

 

 

*

 

Party-In-Interest

 

 

 

 

 

 

 

19




 

(a)

 

(b) Identity of issue, borrower, lessor, or similar party

 

(c) Description of investment
including maturity date, rate
of interest, collateral, par, or
maturity value

 

(d) Cost

 

(e) Fair value

 

 

 

 

 

 

 

 

 

 

 

Commingled Trust Funds - continued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Managed by The Vanguard Group

 

European Stock Index

 

 

 

$

642,058,398

 

 

Managed by The Vanguard Group

 

Pacific Stock Index

 

 

 

477,942,743

 

 

Managed by The Vanguard Group

 

Small Cap Growth Index

 

 

 

364,395,386

 

 

Managed by The Vanguard Group

 

Large Cap Growth Index

 

 

 

351,142,026

 

 

 

 

 

 

 

 

 

 

 

Separately-Managed Funds—IBM

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*

 

Managed by State Street Global Advisors

 

SSBT Small/Mid Cap Stock Index (refer to Exhibit A - investments)

 

 

 

3,142,426,587

*

 

Managed by State Street Global Advisors

 

SSBT Total International Stock Market Index (refer to Exhibit B - investments)

 

 

 

2,768,095,303

*

 

Managed by State Street Global Advisors

 

SSBT Inflation Protected Bond (refer to Exhibit C - investments)

 

 

 

1,049,787,078

*

 

Managed by State Street Global Advisors

 

SSBT Total Bond Market (refer to Exhibit D - investments)

 

 

 

890,461,447

 

 

Managed by Lehman Brothers

 

Long-Term Corporate Bond (refer to Exhibit E - investments)

 

 

 

175,755,927

*

 

Managed by State Street Global Advisors

 

SSBT Equity Income (refer to Exhibit F - investments)

 

 

 

159,198,802

 

 

Managed by Pacific Management Investment Company (PIMCO)

 

High Yield and Emerging Markets Bond (refer to Exhibit G — investments)

 

 

 

123,889,601

*

 

Party-In-Interest

 

 

 

 

 

 

 

20




 

(a)

 

(b) Identity of issue, borrower, lessor, or similar party

 

(c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value

 

(d) Cost

 

(e) Fair value

 

 

 

 

 

 

 

 

 

 

 

Short-Term Investments

 

 

 

 

 

 

 

 

Managed by JPMorgan Chase Bank N.A.

 

Short-Term Investments purchased with cash collateral from securities lending(refer to Exhibit H - investments)

 

 

 

$

3,724,955,826

 

 

 

 

 

 

 

 

 

 

 

Stable Value Fund—Investment Contracts†

 

 

 

 

 

 

 

 

Underlying assets managed by various investment companies

 

Synthetic GIC Global Wrapper (the fair value of wrap contract is $14 million, Rate of Interest 5.75%, refer to Exhibit I - investments)

 

 

 

6,071,983,030

 

 

 

 

 

 

 

 

 

 

 

Short-Term Investments

 

 

 

 

 

 

*

 

Managed by State Street Global Advisors

 

SSGA Short-Term Investments

 

 

 

245,396,134

 

 

 

 

 

 

 

 

 

 *

 

Loans to Participants

 

Interest rates range: 4.25% - 11.00%, Terms: one to four years

 

 

 

290,575,562

 

 

 

 

 

 

 

 

 

*

 

Party-In-Interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Royal Bank of Canada

 

 

 

 

 

$1,517,995,758

 

 

 

 

 

 

 

 

 

 

JPMorgan Chase

 

 

 

 

 

$1,517,995,758

 

 

 

 

 

 

 

 

 

 

UBS

 

 

 

 

 

1,214,396,606

 

 

 

 

 

 

 

 

 

 

Bank of America

 

 

 

 

 

1,214,396,606

 

 

 

 

 

 

 

 

 

 

State Street Bank and Trust

 

 

 

 

 

607,198,302

 

21




EXHIBIT A - Small/Mid-Cap Stock Index
(Managed by State Street Global Advisors)

IBM SAVINGS PLAN AT DECEMBER 31, 2006

Schedule H, line 4i-Schedule of Assets  (Held At End of Year)

(a)

 

(b) Identity of issue, borrower, lessor, or similar party

 

(c) Description of investment including maturity date,
rate of interest, collateral, par, or maturity value          

 

(d) Cost

 

(e) Fair 
value

 

 

 

 

 

 

 

Shares

 

(n / a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1ST SOURCE CORP

 

COM

 

11,319

 

 

 

$

363,679

 

 

 

21ST CENTURY INS GROUP

 

COM

 

27,600

 

 

 

487,140

 

 

 

24 / 7 REAL MEDIA INC

 

COM NEW

 

54,810

 

 

 

496,031

 

 

 

3COM CORP

 

COM

 

407,250

 

 

 

1,673,798

 

 

 

3D SYS CORP DEL

 

COM NEW

 

14,715

 

 

 

234,851

 

 

 

99 CENTS ONLY STORES

 

COM

 

49,464

 

 

 

601,977

 

 

 

A C MOORE ARTS + CRAFTS INC

 

COM

 

15,700

 

 

 

340,219

 

 

 

A S V INC

 

COM

 

22,900

 

 

 

372,583

 

 

 

AAON INC

 

COM PAR 0.004

 

10,650

 

 

 

279,882

 

 

 

AAR CORP

 

COM

 

37,800

 

 

 

1,103,382

 

 

 

AARON RENTS INC

 

COM

 

41,075

 

 

 

1,182,139

 

 

 

ABAXIS INC

 

COM

 

25,900

 

 

 

498,575

 

 

 

ABERCROMBIE + FITCH CO

 

COM CL A

 

91,130

 

 

 

6,345,382

 

 

 

ABIOMED INC

 

COM

 

22,700

 

 

 

320,070

 

 

 

ABM INDS INC

 

COM

 

43,500

 

 

 

987,885

 

 

 

ABRAXIS BIOSCIENCE INC

 

COM

 

22,900

 

 

 

626,086

 

 

 

ABX AIR INC

 

COM

 

66,454

 

 

 

460,526

 

 

 

ACACIA RESH CORP

 

AR ACACIA TECHNOLOGIES COM

 

25,700

 

 

 

343,866

 

 

 

ACADIA PHARMACEUTICALS INC

 

COM

 

23,000

 

 

 

202,170

 

 

 

ACADIA RLTY TR

 

COM

 

31,600

 

 

 

790,632

 

 

 

ACCESS INTEGRATED TECHNOLOGIES

 

CL A

 

3,600

 

 

 

31,392

 

 

 

ACCO BRANDS CORP

 

COM

 

44,436

 

 

 

1,176,221

 

 

 

ACCREDITED HOME LENDERS HLDG

 

COM

 

23,737

 

 

 

647,545

 

 

 

ACCURIDE CORP

 

COM

 

5,295

 

 

 

59,622

 

 

 

ACTEL CORP

 

COM

 

34,300

 

 

 

622,888

 

 

 

ACTIVISION INC NEW

 

COM NEW

 

278,298

 

 

 

4,797,858

 

 

 

ACTUANT CORP

 

CL A NEW

 

27,200

 

 

 

1,296,080

 

 

 

ACTUATE CORP

 

COM

 

8,578

 

 

 

50,953

 

 

 

ACUITY BRANDS INC

 

COM

 

49,100

 

 

 

2,555,164

 

 

 

ACXIOM CORP

 

COM

 

86,700

 

 

 

2,223,855

 

 

 

ADAMS RESPIRATORY THERAPEUTICS

 

COM

 

32,663

 

 

 

1,332,977

 

 

 

ADAPTEC INC

 

COM

 

125,400

 

 

 

584,364

 

 

 

ADESA INC

 

COM

 

95,800

 

 

 

2,658,450

 

 

 

ADMINISTAFF INC

 

COM

 

23,100

 

 

 

987,987

 

 

 

ADOLOR CORP

 

COM

 

47,242

 

 

 

355,260

 

 

 

ADTRAN INC

 

COM

 

70,300

 

 

 

1,595,810

 

 

 

ADVANCE AMER CASH ADVANCE

 

COM

 

63,800

 

 

 

934,670

 

 

 

ADVANCE AUTO PARTS

 

COM

 

109,000

 

 

 

3,876,040

 

 

 

ADVANCED ANALOGIC TECHNOLOGIES

 

COM

 

14,900

 

 

 

80,311

 

 

 

ADVANCED ENERGY INDS INC

 

COM

 

29,100

 

 

 

549,117

 

 

 

ADVANCED MAGNETICS INC

 

COM

 

7,900

 

 

 

471,788

 

 

 

ADVANCED MED OPTICS INC

 

COM

 

59,864

 

 

 

2,107,213

 

 

 

ADVANTA CORP

 

CLASS B

 

23,000

 

 

 

1,003,490

 

 

 

ADVENT SOFTWARE INC

 

COM

 

25,698

 

 

 

906,882

 

 

 

ADVISORY BRD CO

 

COM

 

21,400

 

 

 

1,145,756

 

 

 

ADVO INC

 

COM

 

35,050

 

 

 

1,142,630

 

 

 

AEP INDS INC

 

COM

 

6,200

 

 

 

330,522

 

 

 

AEROFLEX INC

 

COM

 

84,200

 

 

 

986,824

 

 

 

AEROPOSTALE

 

COM

 

60,900

 

 

 

1,879,983

 

 

 

AFC ENTERPRISES INC

 

COM

 

16,175

 

 

 

285,812

 

 

 

AFFILIATED MANAGERS GROUP INC

 

COM

 

31,855

 

 

 

3,348,916

 

 

 

AFFORDABLE RESIDENTIAL CMNTYS

 

COM

 

21,900

 

 

 

255,135

 

 

 

AFFYMETRIX INC

 

OC CAP STK

 

71,100

 

 

 

1,639,566

 

 

 

AFTERMARKET TECHNOLOGY CORP

 

COM

 

25,861

 

 

 

550,322

 

 

 

AGCO CORP

 

COM

 

90,500

 

 

 

2,800,070

 

 

 

AGERE SYS INC

 

COM

 

170,200

 

 

 

3,262,734

 

 

 

AGILE SOFTWARE CORP DEL

 

COM

 

57,200

 

 

 

351,780

 

 

 

AGILYSYS INC

 

COM

 

36,880

 

 

 

617,371

 

 

 

AGL RES INC

 

COM

 

81,200

 

 

 

3,159,492

 

 




 

 

 

 

AGREE RLTY CORP

 

COM

 

2,640

 

 

 

90,737

 

 

 

AIR METHODS CORP

 

COM NEW

 

9,900

 

 

 

276,408

 

 

 

AIRGAS INC

 

COM

 

69,600

 

 

 

2,820,192

 

 

 

AIRTRAN HOLDINGS INC

 

COM

 

93,400

 

 

 

1,096,516

 

 

 

AK STL HLDG CORP

 

COM

 

120,527

 

 

 

2,036,906

 

 

 

AKAMAI TECHNOLOGIES INC

 

COM

 

156,348

 

 

 

8,305,206

 

 

 

AKORN INC

 

COM

 

1,000

 

 

 

6,250

 

 

 

ALABAMA NATL BANCORPORATION DE

 

COM

 

17,880

 

 

 

1,228,892

 

 

 

ALASKA AIR GROUP INC

 

COM

 

42,700

 

 

 

1,686,650

 

 

 

ALASKA COMMUNICATIONS SYS INC

 

COM

 

42,200

 

 

 

641,018

 

 

 

ALBANY INTL CORP

 

NEW CLASS A

 

26,260

 

 

 

864,217

 

 

 

ALBANY MOLECULAR RESH INC

 

COM

 

34,300

 

 

 

362,208

 

 

 

ALBEMARLE CORP

 

COM

 

40,200

 

 

 

2,886,360

 

 

 

ALBERTO CULVER CO NEW

 

COM

 

70,000

 

 

 

1,501,500

 

 

 

ALEXANDER + BALDWIN INC

 

COM

 

46,824

 

 

 

2,076,176

 

 

 

ALEXANDERS INC

 

COM

 

2,300

 

 

 

965,195

 

 

 

ALEXANDRIA REAL ESTATE EQUIT

 

COM

 

27,700

 

 

 

2,781,080

 

 

 

ALEXION PHARMACEUTICALS INC

 

COM

 

35,600

 

 

 

1,437,884

 

 

 

ALFA CORP

 

COM

 

37,900

 

 

 

712,899

 

 

 

ALICO INC

 

COM

 

5,500

 

 

 

278,465

 

 

 

ALIGN TECHNOLOGY INC

 

COM

 

54,000

 

 

 

754,380

 

 

 

ALKERMES INC

 

COM

 

98,400

 

 

 

1,315,608

 

 

 

ALLEGHANY CORP DEL

 

COM

 

5,176

 

 

 

1,881,994

 

 

 

ALLETE INC

 

COM NEW

 

24,300

 

 

 

1,130,922

 

 

 

ALLIANCE DATA SYSTEMS CORP

 

COM

 

82,100

 

 

 

5,128,787

 

 

 

ALLIANCE IMAGING INC DEL

 

COM

 

12,800

 

 

 

85,120

 

 

 

ALLIANCE ONE INTL INC

 

COM

 

85,000

 

 

 

600,100

 

 

 

ALLIANT ENERGY CORP

 

COM

 

117,000

 

 

 

4,419,090

 

 

 

ALLIANT TECHSYSTEMS INC

 

COM

 

35,734

 

 

 

2,794,041

 

 

 

ALLIED CAP CORP NEW

 

COM

 

141,552

 

 

 

4,625,919

 

 

 

ALLIS CHALMERS ENERGY INC

 

COM

 

19,100

 

 

 

440,064

 

 

 

ALLSCRIPTS HEATHCARE SOLUT

 

COM

 

49,600

 

 

 

1,338,704

 

 

 

ALNYLAM PHARMACEUTICALS INC

 

COM

 

30,000

 

 

 

642,000

 

 

 

ALON USA ENERGY INC

 

COM

 

10,700

 

 

 

281,517

 

 

 

ALPHA NAT RES INC

 

COM

 

50,745

 

 

 

722,101

 

 

 

ALPHARMA INC

 

CL A

 

41,621

 

 

 

1,003,066

 

 

 

ALTIRIS INC

 

COM

 

22,200

 

 

 

563,436

 

 

 

AMB PPTY CORP

 

COM

 

88,300

 

 

 

5,175,263

 

 

 

AMBASSADORS GROUP INC

 

COM

 

13,200

 

 

 

400,620

 

 

 

AMBASSADORS INTL INC

 

COM

 

7,200

 

 

 

328,464

 

 

 

AMCOL INTL CORP

 

COM

 

24,800

 

 

 

687,952

 

 

 

AMCORE FINL INC

 

COM

 

21,100

 

 

 

689,337

 

 

 

AMEDISYS INC

 

COM

 

24,267

 

 

 

797,645

 

 

 

AMERCO

 

COM

 

11,483

 

 

 

999,136

 

 

 

AMERICAN AXLE + MFG HLDGS INC

 

COM

 

47,750

 

 

 

906,773

 

 

 

AMERICAN CAMPUS CMNTYS INC

 

COM

 

22,700

 

 

 

646,269

 

 

 

AMERICAN CAP STRATEGIES LTD

 

COM

 

144,943

 

 

 

6,705,063

 

 

 

AMERICAN COML LINES INC

 

COM NEW

 

30,600

 

 

 

2,004,606

 

 

 

AMERICAN EAGLE OUTFITTERS INC

 

COM

 

172,650

 

 

 

5,388,407

 

 

 

AMERICAN ECOLOGY CORP

 

COM NEW

 

14,700

 

 

 

272,097

 

 

 

AMERICAN EQUITY INVT LIFE

 

COM

 

64,700

 

 

 

843,041

 

 

 

AMERICAN FINL GROUP INC OHIO

 

COM

 

83,100

 

 

 

2,984,121

 

 

 

AMERICAN FINL RLTY TR

 

COM

 

120,800

 

 

 

1,381,952

 

 

 

AMERICAN GREETINGS CORP

 

CL A

 

52,800

 

 

 

1,260,336

 

 

 

AMERICAN HOME MTG INVT CORP

 

COM

 

49,428

 

 

 

1,735,911

 

 

 

AMERICAN MED SYS HLDGS

 

C0M

 

67,700

 

 

 

1,253,804

 

 

 

AMERICAN NATL INS CO

 

COM

 

14,100

 

 

 

1,608,951

 

 

 

AMERICAN ORIENTAL BIOENGINEE

 

COM

 

44,300

 

 

 

516,981

 

 

 

AMERICAN PHYSICIANS CAP INC

 

COM

 

15,300

 

 

 

612,612

 

 

 

AMERICAN RAILCAR INDS INC

 

COM

 

9,200

 

 

 

313,168

 

 

 

AMERICAN REPROGRAPHICSCO

 

COM

 

25,500

 

 

 

849,405

 

 

 

AMERICAN SCIENCE + ENGR INC

 

COM

 

10,756

 

 

 

640,090

 

 

 

AMERICAN STS WTR CO

 

COM

 

14,900

 

 

 

575,438

 

 

 

AMERICAN SUPERCONDUCTOR CORP

 

COM

 

41,900

 

 

 

411,039

 

 

 

AMERICAN TOWER CORP

 

CL A

 

430,764

 

 

 

16,058,882

 

 

 

AMERICAN VANGUARD CORP

 

COM

 

19,399

 

 

 

308,444

 

 

 

AMERICAN WOODMARK CORP

 

COM

 

14,100

 

 

 

590,085

 

 

 

AMERICANWEST BANCORPORATION

 

COM

 

13,980

 

 

 

338,596

 

 

 

AMERICAS CAR MART INC

 

COM

 

8,850

 

 

 

104,961

 

 

 

AMERICREDIT CORP

 

COM

 

117,200

 

 

 

2,949,924

 

 

 

AMERIGROUP CORP

 

COM

 

57,200

 

 

 

2,052,908

 

 

 

AMERIS BANCORP

 

COM

 

12,480

 

 

 

351,686

 

 

 

AMERISTAR CASINOS INC

 

COM

 

27,700

 

 

 

851,498

 

 

 

 




 

 

 

 

AMERON INTL CORP

 

COM

 

9,400

 

 

 

717,878

 

 

 

AMETEK INC NEW

 

COM

 

106,200

 

 

 

3,381,408

 

 

 

AMIS HLDGS INC

 

COM

 

33,300

 

 

 

351,981

 

 

 

AMKOR TECHNOLOGY INC

 

COM

 

119,400

 

 

 

1,115,196

 

 

 

AMN HEALTHCARE SVCS INC

 

COM

 

31,190

 

 

 

858,973

 

 

 

AMPCO PITTSBURGH CORP

 

COM

 

6,300

 

 

 

210,924

 

 

 

AMPHENOL CORP NEW

 

CL A

 

90,400

 

 

 

5,612,032

 

 

 

AMR CORP DEL

 

COM

 

215,900

 

 

 

6,526,657

 

 

 

AMSURG CORP

 

COM

 

31,600

 

 

 

726,800

 

 

 

AMYLIN PHARMACEUTICALS INC

 

COM

 

115,500

 

 

 

4,166,085

 

 

 

ANADIGICS INC

 

COM

 

43,900

 

 

 

388,954

 

 

 

ANALOGIC CORP

 

COM PAR 0.05

 

15,900

 

 

 

892,626

 

 

 

ANAREN INC

 

COM

 

22,100

 

 

 

392,496

 

 

 

ANCHOR BANCORP WIS INC

 

COM

 

18,660

 

 

 

537,781

 

 

 

ANDERSONS INC

 

COM

 

12,850

 

 

 

544,712

 

 

 

ANDREW CORP

 

COM

 

172,100

 

 

 

1,760,583

 

 

 

ANGIODYNAMICS INC

 

COM

 

11,100

 

 

 

238,539

 

 

 

ANIXTER INTL INC

 

COM

 

35,050

 

 

 

1,903,215

 

 

 

ANNALY CAPITAL MANAGEMENT INC

 

COM

 

201,200

 

 

 

2,798,692

 

 

 

ANNTAYLOR STORES CORP

 

COM

 

73,150

 

 

 

2,402,246

 

 

 

ANSOFT CORP

 

COM

 

15,252

 

 

 

424,006

 

 

 

ANSYS INC

 

COM

 

33,207

 

 

 

1,444,172

 

 

 

ANTHRACITE CAP INC

 

COM

 

55,500

 

 

 

706,515

 

 

 

ANWORTH MTG ASSET CORP 1

 

COM

 

58,800

 

 

 

559,188

 

 

 

APOGEE ENTERPRISES INC

 

COM

 

26,520

 

 

 

512,101

 

 

 

APOLLO INVT CORP

 

COM

 

85,661

 

 

 

1,918,806

 

 

 

APPLEBEES INTL INC

 

COM

 

74,412

 

 

 

1,835,744

 

 

 

APPLERA CORP CELERA GENOMICS

 

COM

 

88,434

 

 

 

1,237,192

 

 

 

APPLIED INDL TECHNOLOGIES INC

 

COM

 

48,925

 

 

 

1,287,217

 

 

 

APPLIED MICRO CIRCUITS CORP

 

CDT COM

 

299,700

 

 

 

1,066,932

 

 

 

APRIA HEALTHCARE GROUP INC

 

COM

 

53,100

 

 

 

1,415,115

 

 

 

APTARGROUP INC

 

COM

 

37,800

 

 

 

2,231,712

 

 

 

AQUA AMER INC

 

COM

 

129,100

 

 

 

2,940,898

 

 

 

AQUANTIVE INC

 

COM

 

75,900

 

 

 

1,871,694

 

 

 

AQUILA INC DEL NEW

 

COM

 

383,066

 

 

 

1,800,410

 

 

 

ARAMARK CORP

 

CL B

 

119,400

 

 

 

3,993,930

 

 

 

ARBITRON INC

 

COM

 

33,660

 

 

 

1,462,190

 

 

 

ARBOR RLTY TR INC

 

COM REITS

 

8,900

 

 

 

267,801

 

 

 

ARCH CHEMICALS INC

 

COM

 

24,800

 

 

 

826,088

 

 

 

ARCH COAL INC

 

COM

 

140,846

 

 

 

4,229,605

 

 

 

ARCTIC CAT INC

 

COM

 

13,800

 

 

 

242,742

 

 

 

ARDEN GROUP INC

 

CL A

 

2,100

 

 

 

260,001

 

 

 

ARENA PHARMACEUTICALS INC

 

COM

 

54,080

 

 

 

698,173

 

 

 

ARENA RES INC

 

COM

 

9,700

 

 

 

414,287

 

 

 

ARES CAP CORP

 

COM

 

49,973

 

 

 

954,984

 

 

 

ARGON ST INC

 

COM

 

8,295

 

 

 

178,674

 

 

 

ARGONAUT GROUP INC

 

COM

 

31,500

 

 

 

1,098,090

 

 

 

ARIAD PHARMACEUTICALS INC

 

COM

 

64,300

 

 

 

330,502

 

 

 

ARIBA INC

 

COM NEW

 

73,011

 

 

 

565,105

 

 

 

ARKANSAS BEST CORP

 

COM

 

27,900

 

 

 

1,004,400

 

 

 

ARMOR HLDGS INC

 

COM

 

29,800

 

 

 

1,634,530

 

 

 

ARRAY BIOPHARMA INC

 

COM

 

29,001

 

 

 

374,693

 

 

 

ARRIS GROUP INC

 

COM

 

115,200

 

 

 

1,441,152

 

 

 

ARROW ELECTRS INC

 

COM

 

123,450

 

 

 

3,894,848

 

 

 

ARROW FINL CORP

 

COM

 

10,133

 

 

 

250,994

 

 

 

ARROW INTERNATIONAL INC

 

COM

 

26,000

 

 

 

919,880

 

 

 

ART TECHNOLOGY GROUP INC

 

OC COM

 

101,100

 

 

 

235,563

 

 

 

ARTHROCARE CORP

 

COM

 

26,600

 

 

 

1,061,872

 

 

 

ARVINMERITOR INC

 

COM

 

76,512

 

 

 

1,394,814

 

 

 

ASBURY AUTOMOTIVE GROUP INC

 

COM

 

15,500

 

 

 

365,180

 

 

 

ASHFORD HOSPITALITY TR INC

 

COM SHS

 

61,100

 

 

 

760,695

 

 

 

ASPECT MED SYS INC

 

COM

 

14,900

 

 

 

280,269

 

 

 

ASPEN TECHNOLOGY INC

 

COM

 

46,480

 

 

 

512,210

 

 

 

ASSET ACCEP CAP CORP

 

COM

 

7,000

 

 

 

117,740

 

 

 

ASSOCIATED BANC CORP

 

COM

 

134,115