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.

 

 

 

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