8-KExhibits & Filings

INTERNATIONAL BUSINESS MACHINES CORP 8-K Report, Exhibit Filing (Feb 8, 2022)

Filed February 8, 2022For Securities:IBM

Summary

This Form 8-K filing from International Business Machines Corp (IBM) primarily serves to incorporate by reference certain debt securities offerings into their existing registration statement. Specifically, IBM is filing exhibits related to the issuance of €2,000,000,000 aggregate principal amount of Euro Notes and $1,800,000,000 aggregate principal amount of USD Notes, both issued under underwriting agreements dated February 2, 2022. These documents include the underwriting agreements themselves, forms of the various notes with different maturities and coupon rates, and legal opinions regarding the validity of these debt issuances. Investors should note that this filing does not contain new financial statements or operational updates but rather pertains to the company's debt financing activities.

Key Highlights

  • 1IBM has completed the issuance of €2 billion in Euro Notes and $1.8 billion in USD Notes.
  • 2The debt issuance occurred under underwriting agreements signed on February 2, 2022.
  • 3The filing includes forms of various debt securities with maturities ranging from 2027 to 2052.
  • 4Specific coupon rates for the Euro Notes and USD Notes are detailed in the exhibit forms (e.g., 0.875% for a 2030 Note, 1.250% for a 2034 Note, etc.).
  • 5The purpose of the filing is to incorporate these debt offering documents into IBM's existing S-3 registration statement.
  • 6Legal opinions and consents from IBM's Assistant General Counsel are included as exhibits.

Frequently Asked Questions

The primary purpose of this 8-K filing is to formally incorporate by reference into IBM's existing S-3 registration statement the details and legal documentation related to recent issuances of Euro Notes and USD Notes. It does not present new financial results or operational news.

IBM issued two series of debt securities: €2,000,000,000 aggregate principal amount of Euro Notes and $1,800,000,000 aggregate principal amount of USD Notes. These notes have various maturities and interest rates.

The underwriting agreements for these debt offerings were dated February 2, 2022. The event date associated with this filing is February 1, 2022.

Detailed information about the specific terms, maturities, and coupon rates of the Euro Notes and USD Notes can be found within the exhibits of this 8-K filing, particularly Exhibits 1.1, 1.2, 4.1 through 4.5, 5.1, and 23.1. IBM also directs investors to its investor relations website (www.ibm.com/investor/) for further information.