Filed Pursuant to Rule 433

Registration Number 333-190160


International Business Machines Corporation

October 31, 2014

Pricing Term Sheet


Floating Rate Notes due 2021




International Business Machines Corporation




Expected Issuer Ratings*


Aa3/AA-/A+ (Moody’s/S&P/Fitch)






SEC Registered




Trade Date


October 31, 2014




Settlement Date


November 6, 2014 (T+4)




Issue Date


November 6, 2014




Sole Bookrunning Manager


J.P. Morgan Securities LLC












Senior Unsecured, Unsubordinated






November 6, 2021




Interest Payment Dates


Quarterly on February 6, May 6, August 6 and November 6




First Interest Payment Date


February 6, 2015




Spread to LIBOR


+ 58bps




Designated LIBOR Page


Reuters Screen LIBOR01 Page




Index Maturity


3 Months




Interest Reset Period






Business Days


New York & London




Interest Reset Dates


February 6, May 6, August 6 and November 6




Initial Interest Rate


Three month LIBOR plus 58bps, determined on November 4, 2014




Interest Accrual Commencement Date


November 6, 2014




Make-Whole Call


Not Applicable




Par Call


Not Applicable




Price to Public






Underwriting Discount






Redemption Price






Day Count


Actual/360, Adjusted, Modified Following Business Day




Minimum Denomination


$100,000 and multiples of $1,000






459200 HX2












IBM will deliver the Notes to the underwriter at the closing of this offering when the underwriter pays IBM the purchase price of the Notes. The underwriting agreement provides that the closing will occur on November 6, 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.


Certain investors have indicated an interest in purchasing a significant principal amount of the securities, which could adversely impact liquidity and the trading market for these securities.



*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  Alternatively, the issuer, the 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 (212) 834-4533 (collect).


This pricing term sheet supplements the preliminary form of prospectus supplement issued by International Business Machines Corporation on October 31, 2014 relating to its Prospectus dated July 26, 2013.