Filed Pursuant to Rule 433
Registration Number 333-190160
International Business Machines Corporation
February 6, 2014
Pricing Term Sheet
Floating Rate Notes due 2016
Floating Rate Notes due 2019
1.95% Notes due 2019
3.625% Notes due 2024
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Issuer |
International Business Machines Corporation | ||||||
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Expected Issuer Ratings* |
Aa3/AA-/A+ (Moody’s/S&P/Fitch) | ||||||
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Format |
SEC Registered | ||||||
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Trade Date |
February 6, 2014 | ||||||
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Settlement Date |
February 12, 2014 (T+4) | ||||||
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Joint Bookrunning Managers |
BNP Paribas Securities Corp., Goldman, Sachs & Co., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Mizuho Securities USA Inc. and RBC Capital Markets, LLC | ||||||
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Co-Managers |
BNY Mellon Capital Markets, LLC, Danske Markets Inc., U.S. Bancorp Investments, Inc., Mischler Financial Group, Inc. and Samuel A. Ramirez & Company, Inc. | ||||||
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2016 Floating Rate Notes |
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2019 Floating Rate Notes |
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2019 Notes |
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2024 Notes |
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Size |
$1,000,000,000 |
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$750,000,000 |
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$750,000,000 |
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$2,000,000,000 |
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Maturity |
February 5, 2016 |
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February 12, 2019 |
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February 12, 2019 |
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February 12, 2024 |
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Interest Payment Dates |
Quarterly on February 5, May 5, August 5 and November 5 |
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Quarterly on February 12, May 12, August 12 and November 12 |
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February 12 and August 12 |
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February 12 and August 12 |
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First Interest Payment Date |
May 5, 2014 |
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May 12, 2014 |
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August 12, 2014 |
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August 12, 2014 |
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Coupon |
Spread to LIBOR: + 7 bps
Designated LIBOR page: Reuters Screen LIBOR01 Page
Index Maturity: 3 Months
Interest Reset Period: Quarterly
Interest Reset Dates: February 5, May 5, August 5 and November 5
Initial Interest Rate: Three month LIBOR plus 7 bps, determined on February 10, 2014 |
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Spread to LIBOR: + 37 bps
Designated LIBOR page: Reuters Screen LIBOR01 Page
Index Maturity: 3 Months
Interest Reset Period: Quarterly
Interest Reset Dates: February 12, May 12, August 12 and November 12
Initial Interest Rate: Three month LIBOR plus 37 bps, determined on February 10, 2014 |
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1.95% |
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3.625% |
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Benchmark Treasury |
Not Applicable |
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Not Applicable |
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1.50% due January 31, 2019 |
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2.75% due November 15, 2023 |
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Benchmark Treasury Yield |
Not Applicable |
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Not Applicable |
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1.521% |
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2.70% |
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Spread to Benchmark Treasury |
Not Applicable |
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Not Applicable |
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T + 48 bps |
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T + 95 bps |
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Yield to Maturity |
Not Applicable |
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Not Applicable |
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2.001% |
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3.65% |
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Make-Whole Call |
Not Applicable |
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Not Applicable |
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T + 7.5 bps |
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T + 15 bps |
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Par Call |
Not Applicable |
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Not Applicable |
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Not Applicable |
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Not Applicable |
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Price to Public |
100% |
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100% |
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99.758% |
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99.792% |
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Underwriting Discount |
0.10% |
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0.25% |
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0.25% |
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0.40% |
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Day Count |
Actual/360, Modified Following Business Day |
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Actual/360, Modified Following Business Day |
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30/360 |
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30/360 |
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Minimum Denomination |
$100,000 and multiples of $1,000 |
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$100,000 and multiples of $1,000 |
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$100,000 and multiples of $1,000 |
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$100,000 and multiples of $1,000 |
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CUSIP |
459200 HV6 |
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459200 HW4 |
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459200 HT1 |
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459200 HU8 |
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ISIN |
US459200HV69 |
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US459200HW43 |
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US459200HT14 |
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US459200HU86 |
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Settlement |
IBM will deliver the Notes to the underwriters at the closing of this offering when the underwriters pay IBM the purchase price of the Notes. The underwriting agreement provides that the closing will occur on February 12, 2014, which is four business days after the date of the prospectus supplement. Rule 15c6-1 under the Securities Exchange Act of 1934 generally requires that securities trades in the secondary market settle in three business days, unless the parties to a trade expressly agree otherwise. | ||||||
*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.
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 BNP Paribas Securities Corp. toll-free at (800) 854-5674, Goldman, Sachs & Co. toll-free at (866) 471-2526, HSBC Securities (USA) Inc. toll-free at (866) 811-8049, J.P. Morgan Securities LLC at (212) 834-453, Mizuho Securities USA Inc. toll-free at (866) 271-7403 and RBC Capital Markets, LLC toll-free at (866) 375-6829.
This pricing term sheet supplements the preliminary form of prospectus supplement issued by International Business Machines Corporation on February 6, 2014 relating to its Prospectus dated July 26, 2013.