Filed Pursuant to Rule 433
Registration Number 333-230099
$1,500,000,000 Floating Rate Notes due 2021
$1,500,000,000 2.800% Notes due 2021
$2,750,000,000 2.850% Notes due 2022
$3,000,000,000 3.000% Notes due 2024
$3,000,000,000 3.300% Notes due 2026
$3,250,000,000 3.500% Notes due 2029
$2,000,000,000 4.150% Notes due 2039
$3,000,000,000 4.250% Notes due 2049
International Business Machines Corporation
May 8, 2019
Pricing Term Sheet
Issuer |
| International Business Machines Corporation |
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Issuer Ratings* |
| A1 / A / A (Moody’s/S&P/Fitch)*** |
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Format |
| SEC Registered |
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Trade Date |
| May 8, 2019 |
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Settlement Date** |
| May 15, 2019 (T+5) |
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Active Bookrunning Managers |
| J.P. Morgan Securities LLC Incorporated Mizuho Securities USA LLC |
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Passive Bookrunning Managers |
| Barclays Capital Inc. |
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Co-Managers |
| Loop Capital Markets LLC |
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| Academy Securities, Inc. |
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Minimum Denomination |
| $100,000 and multiples of $1,000 in excess thereof |
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Size |
| Floating Rate Notes: $1,500,000,000 |
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Maturity |
| Floating Rate Notes: May 13, 2021 |
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Interest Payment Dates |
| Floating Rate Notes: Quarterly on February 13, May 13, August 13 and November 13 |
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First Interest Payment Date |
| Floating Rate Notes: August 13, 2019 |
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Coupon |
| Floating Rate Notes: Spread to LIBOR: + 40 bps 2021 Notes: 2.800% |
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Benchmark Treasury |
| Floating Rate Notes: N/A |
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| 2026 Notes: 2.375% due April 30, 2026 |
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Benchmark Treasury Yield |
| Floating Rate Notes: N/A |
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Spread to Benchmark Treasury |
| Floating Rate Notes: N/A |
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Yield to Maturity |
| Floating Rate Notes: N/A |
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Make-Whole Call |
| 2021 Notes: T + 10 bps |
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Special Mandatory Redemption |
| If the Issuer’s Agreement and Plan of Merger (the “Merger Agreement”) with Red Hat, Inc. is not consummated on or prior to April 28, 2020 or if the Merger Agreement is terminated any time prior to such date other than as a result of consummating the proposed acquisition, then the Issuer will be required to redeem the 2021 Notes, 2022 Notes and 2026 Notes (the “Special Mandatory Redemption Notes”) on the special mandatory redemption date at a redemption price equal to 101% of the aggregate principal amount of the Special Mandatory Redemption Notes plus accrued and unpaid interest thereon to but excluding the special mandatory redemption date. The Notes (other than the Special Mandatory Redemption Notes) are not subject to the special mandatory redemption. |
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Price to Public |
| Floating Rate Notes: 100.000% |
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Underwriting Discount |
| Floating Rate Notes: 0.10% |
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| 2026 Notes: 0.30% |
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Day Count |
| Floating Rate Notes: Actual/360, Modified Following Business Day |
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CUSIP / ISIN |
| Floating Rate Notes: 459200KD2 / US459200KD25 |
*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.
**We expect that delivery of the notes will be made to investors on or about May 15, 2019, which will be the fifth business day following the date of this final term sheet (such settlement being referred to as “T+5”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of the prospectus supplement or the next two succeeding business days will be required, by virtue of the fact that the notes initially settle in T+5, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date of the prospectus supplement or the next two succeeding business days should consult their advisors.
***Moody’s under review for downgrade from A1 to A2 pending closing of the Issuer’s acquisition of Red Hat Inc.; Fitch Rating Watch Negative; and S&P outlook negative.
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 Web site 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 J.P. Morgan Securities LLC at 1-212-834-4533, Goldman Sachs & Co. LLC at 1-212-902-1171, BNP Paribas Securities Corp. at 1-212-841-2871, Citigroup Global Markets Inc. at 1-800-831-9146, MUFG Securities Americas Inc. at 1-877-649-6848, Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322 or Mizuho Securities USA LLC at 1-866-271-7403.
This pricing term sheet supplements the preliminary form of prospectus supplement issued by International Business Machines Corporation on May 8, 2019 relating to its Prospectus dated March 6, 2019.