| Title of each class | Capital stock, par value $.20 per share |
| Trading symbol | IBM |
| Common Stock |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: February 24, 2021
(Date of earliest event reported)
INTERNATIONAL BUSINESS MACHINES CORPORATION
(Exact name of registrant as specified in its charter)
| New York | | 1-2360 | | 13-0871985 |
| (State of Incorporation) | | (Commission File Number) | | (IRS employer Identification No.) |
One New Orchard Road | | |
| Armonk, New York | | 10504 |
| (Address of principal executive offices) | | (Zip Code) |
914-499-1900
(Registrant’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading symbol(s) | | Name of each exchange
on which registered |
| Capital stock, par value $.20 per share | | IBM | | New York Stock Exchange |
| | | | | NYSE Chicago |
| 0.500% Notes due 2021 | | IBM 21B | | New York Stock Exchange |
| 2.625% Notes due 2022 | | IBM 22A | | New York Stock Exchange |
| 1.250% Notes due 2023 | | IBM 23A | | New York Stock Exchange |
| 0.375% Notes due 2023 | | IBM 23B | | New York Stock Exchange |
| 1.125% Notes due 2024 | | IBM 24A | | New York Stock Exchange |
| 2.875% Notes due 2025 | | IBM 25A | | New York Stock Exchange |
| 0.950% Notes due 2025 | | IBM 25B | | New York Stock Exchange |
| 0.875% Notes due 2025 | | IBM 25C | | New York Stock Exchange |
| 0.300% Notes due 2026 | | IBM 26B | | New York Stock Exchange |
| 1.250% Notes due 2027 | | IBM 27B | | New York Stock Exchange |
| 0.300% Notes due 2028 | | IBM 28B | | New York Stock Exchange |
| 1.750% Notes due 2028 | | IBM 28A | | New York Stock Exchange |
| 1.500% Notes due 2029 | | IBM 29 | | New York Stock Exchange |
| 1.750% Notes due 2031 | | IBM 31 | | New York Stock Exchange |
| 0.650% Notes due 2032 | | IBM 32A | | New York Stock Exchange |
| 1.200% Notes due 2040 | | IBM 40 | | New York Stock Exchange |
| 7.00% Debentures due 2025 | | IBM 25 | | New York Stock Exchange |
| 6.22% Debentures due 2027 | | IBM 27 | | New York Stock Exchange |
| 6.50% Debentures due 2028 | | IBM 28 | | New York Stock Exchange |
| 7.00% Debentures due 2045 | | IBM 45 | | New York Stock Exchange |
| 7.125% Debentures due 2096 | | IBM 96 | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
Redemption of Outstanding IBM Credit Notes
On February 24, 2021, IBM Credit LLC, a wholly owned subsidiary of IBM, notified The Bank of New York Mellon, as trustee, that it will redeem its $500 million aggregate principal amount of 3.600% Notes due 2021, $500 million aggregate principal amount of 2.200% Notes due 2022, and $750 million aggregate principal amount of 3.000% Notes due 2023, in each case in full at the applicable redemption price calculated in accordance with the terms of the notes, plus accrued and unpaid interest. The redemption date for the notes will be March 26, 2021. This Current Report on Form 8-K is not a notice of redemption.
Deregistration of IBM Credit
Consistent with IBM’s refocused Global Financing strategy, and expected capital needs, IBM Credit will no longer require direct access to the public capital markets. As part of IBM’s overall 2021 debt pay down strategy, in the first half of 2021, IBM Credit will redeem $1.75 billion of outstanding debt and deregister with the SEC.
Investor Relations Article
Exhibit 99.1 of this Form 8-K contains additional information on IBM’s refocused Global Financing strategy that IBM has posted on its Investor Relations website (www.ibm.com/investor/).
Exhibit 99.1 may contain forward-looking statements under the Private Securities Litigation Reform Act of 1995, which statements involve numerous factors that could cause actual results to differ materially. Additional information about these factors is contained in IBM’s filings with the SEC, available from the SEC, IBM’s website or IBM’s Investor Relations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed as part of this report:
| Exhibit No. | | Description of Exhibit |
| 99.1 | | Investor Relations Article, dated February 24, 2021 |
| | | |
| 104 | | Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
IBM’s web site (www.ibm.com) contains a significant amount of information about IBM, including financial and other information for investors (www.ibm.com/investor/). IBM encourages investors to visit its various web sites from time to time, as information is updated and new information is posted.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Date: February 24, 2021 | |
| | |
| | By: | /s/ Frank Sedlarcik |
| | | Frank Sedlarcik |
| | | Vice President, Assistant General Counsel and Secretary |
