SEC Form FWP filed by International Business Machines Corporation
Filed Pursuant to Rule 433
Registration Number 333-276739
$1,000,000,000 4.650% Notes due 2028
$1,000,000,000 4.800% Notes due 2030
$850,000,000 5.000% Notes due 2032
$900,000,000 5.200% Notes due 2035
$1,000,000,000 5.700% Notes due 2055
International Business Machines Corporation
February 5, 2025
Pricing Term Sheet
| Issuer | International Business Machines Corporation | ||||
| Expected Ratings* | A3 / A- / A- (Moody’s/S&P/Fitch) | ||||
| Format | SEC Registered | ||||
| Trade Date | February 5, 2025 | ||||
| Settlement Date** | February 10, 2025 (T+3) | ||||
| Joint Bookrunning Managers | BNP Paribas Securities Corp. Barclays Capital Inc. Deutsche Bank Securities Inc. RBC Capital Markets, LLC Santander US Capital Markets LLC SG Americas Securities, LLC SMBC Nikko Securities America, Inc. U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC | ||||
| Senior Co-Managers | BBVA Securities Inc. CIBC World Markets Corp. ING Financial Markets LLC Mizuho Securities USA LLC MUFG Securities Americas Inc. Scotia Capital (USA) Inc. | ||||
| Co-Managers | Academy Securities, Inc. Bancroft Capital, LLC Samuel A. Ramirez & Company, Inc. Siebert Williams Shank & Co., LLC | ||||
| Minimum Denomination | $100,000 and multiples of $1,000 in excess thereof | ||||
| 2028 Notes | 2030 Notes | 2032 Notes | 2035 Notes | 2055 Notes | |
| Size | $1,000,000,000 | $1,000,000,000 | $850,000,000 | $900,000,000 | $1,000,000,000 |
| Maturity | February 10, 2028 | February 10, 2030 | February 10, 2032 | February 10, 2035 | February 10, 2055 |
| Interest Payment Dates | Semi-annually on February 10 and August 10 | Semi-annually on February 10 and August 10 | Semi-annually on February 10 and August 10 | Semi-annually on February 10 and August 10 | Semi-annually on February 10 and August 10 |
| First Interest Payment Date | August 10, 2025 | August 10, 2025 | August 10, 2025 | August 10, 2025 | August 10, 2025 |
| Coupon | 4.650% | 4.800% | 5.000% | 5.200% | 5.700% |
| Benchmark Treasury | 4.250% due January 15, 2028 | 4.250% due January 31, 2030 | 4.375% due January 31, 2032 | 4.250% due November 15, 2034 | 4.250% due August 15, 2054 |
| Benchmark Treasury Yield | 4.205% | 4.250% | 4.340% | 4.428% | 4.657% |
| Spread to Benchmark Treasury | T + 45 bps | T + 60 bps | T + 70 bps | T + 80 bps | T + 105 bps |
| Yield to Maturity | 4.655% | 4.850% | 5.040% | 5.228% | 5.707% |
| Make-Whole Call | Prior to January 10, 2028 at T + 10 bps | Prior to January 10, 2030 at T + 10 bps | Prior to December 10, 2031 at T + 15 bps | Prior to November 10, 2034 at T + 15 bps | Prior to August 10, 2054 at T + 20 bps |
| Par Call | On or after January 10, 2028 | On or after January 10, 2030 | On or after December 10, 2031 | On or after November 10, 2034 | On or after August 10, 2054 |
| Price to Public | 99.986% | 99.780% | 99.767% | 99.784% | 99.900% |
| Underwriting Discount | 0.100% | 0.200% | 0.300% | 0.450% | 0.650% |
| Day Count | 30/360 | 30/360 | 30/360 | 30/360 | 30/360 |
| CUSIP | 459200 LF6 | 459200 LG4 | 459200 LH2 | 459200 LJ8 | 459200 LK5 |
| ISIN | US459200LF63 | US459200LG47 | US459200LH20 | US459200LJ85 | US459200LK58 |
| Concurrent Offering | Earlier today, the Issuer priced €750,000,000 aggregate principal amount of 2.900% Notes due 2030, €1,100,000,000 aggregate principal amount of 3.150% Notes due 2033, €900,000,000 aggregate principal amount of 3.450% Notes due 2037 and €750,000,000 aggregate principal amount of 3.800% Notes due 2045 (together, the “concurrent offering”). The concurrent offering is being made by means of a separate prospectus supplement and not by means of the prospectus supplement to which this pricing term sheet relates. This communication is not an offer of any securities of the Issuer other than the notes to which this pricing term sheet relates. The concurrent offering may not be completed, and the completion of the concurrent offering is not a condition to the completion of the offering of the notes to which this pricing term sheet relates. | ||||
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
**Note: We expect that delivery of the notes will be made to investors on or about February 10, 2025, which will be the third business day following the date of this final term sheet (such settlement being referred to as “T+3”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in one business day (as such term is used for purposes of Rule 15c6-1 of the Exchange Act), unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to the business day before delivery of the notes will be required, by virtue of the fact that the notes will initially settle in T+3, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement; such purchasers should consult their own advisors in this regard.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BNP Paribas Securities Corp. at +1-800-854-5674, Barclays Capital Inc. at +1-888-603-5847, Deutsche Bank Securities Inc. at +1-800-503-4611, RBC Capital Markets, LLC at +1-866-375-6829, Santander US Capital Markets LLC at +1-855-403-3636, SG Americas Securities, LLC at +1-855-881-2108, SMBC Nikko Securities America, Inc. at +1-212- 224-5135, U.S. Bancorp Investments, Inc. at +1-877-558-2607 and Wells Fargo Securities, LLC at +1-800-645-3751.
This pricing term sheet supplements the preliminary form of prospectus supplement, pertaining to the notes issuance referenced above, issued by International Business Machines Corporation on February 5, 2025, relating to its Prospectus dated January 29, 2024.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.