IBM国际商业机器(US)美股招股说明书(2025-02-05版)

The information in this prospectus supplement is not complete and may change. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securitiesin any jurisdiction where the offer or sale is not permitted. Subject to Completion dated February 5, 2025 PROSPECTUS SUPPLEMENT(To Prospectus dated January 29, 2024) International Business Machines Corporation €% Notes due€% Notes due€% Notes due€% Notes due Interest on the% Notes duepayable annually onInterest on the% Notes duepayable annually onInterest on the% Notes duepayable annually onInterest on the% Notes duepayable annually on IBM may redeem some or all of the Notes of each series in whole or in part at any timeat the redemption prices described herein, or in whole at par if certain events occur involvingchanges in United States taxation, as set forth in this prospectus supplement. Application willbe made to list the Notes on the New York Stock Exchange. The Securities and Exchange Commission and state securities regulators have notapproved or disapproved of the Notes, or determined if this prospectus supplement or theaccompanying prospectus are truthful or complete. Any representation to the contrary is acriminal offense. The underwriters expect to deliver the Notes to purchasers in book-entry form onlythrough Clearstream or Euroclear, as the case may be, on February , 2025. We have not, and the underwriters have not, authorized anyone to provide any informationother than that contained in or incorporated by reference in this prospectus supplement and theaccompanying prospectus. We take no responsibility for, and can provide no assurance as to thereliability of, any other information. We are not, and the underwriters are not, making an offer ofthe Notes in any jurisdiction where the offer is not permitted. You should not assume that theinformation contained in this prospectus supplement or the accompanying prospectus is accurateas of any date other than the date on the front of this prospectus supplement. References herein to “$” and “dollars” are to the currency of the United States.References to “€” and “euro” are to the lawful currency of the member states of the EuropeanMonetary Union that have adopted the euro as their currency. TABLE OF CONTENTS Prospectus SupplementInternational Business Machines CorporationS-2Where You Can Find More InformationS-3Recent DevelopmentsS-4Use of ProceedsS-7Description of NotesS-8United States TaxationS-17UnderwritingS-22Offering RestrictionsS-24Legal OpinionsS-26ExpertsS-26ProspectusPage Where You Can Find More Information3Use of Proceeds4Description of the Debt Securities4Description of the Preferred Stock15Description of the Capital Stock20Description of the Warrants20Plan of Distribution22Legal Opinions23Experts23 IN CONNECTION WITH THE ISSUE OF THE NOTES, BNP PARIBAS (THE“STABILIZATION MANAGER”) (OR PERSONS ACTING ON BEHALF OF THESTABILIZATION MANAGER) MAY OVER ALLOT NOTES OR EFFECTTRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THENOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.HOWEVER, STABILIZATION MAY NOT NECESSARILY OCCUR. ANYSTABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICHADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES ISMADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATERTHAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATEOF THE ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR OVERALLOTMENT MUST BE CONDUCTED BY THE STABILIZATION MANAGER INACCORDANCE WITH ALL APPLICABLE LAWS AND RULES. ANY OF THESE ACTIVITIES MAY HAVE THE EFFECT OF PREVENTING ORRETARDING A DECLINE IN THE MARKET PRICE OF THE NOTES. THEY MAY ALSOCAUSE THE PRICE OF THE NOTES TO BE HIGHER THAN THE PRICE THATOTHERWISE WOULD EXIST IN THE OPEN MARKET IN THE ABSENCE OF THESETRANSACTIONS. THE UNDERWRITERS MAY CONDUCT THESE TRANSACTIONS INTHE OVER-THE-COUNTER MARKET OR OTHERWISE. IF THE UNDERWRITERSCOMMENCE ANY OF THESE TRANSACTIONS, THEY MAY DISCONTINUE THEM ATANY TIME. The distribution of this prospectus supplement and accompanying prospectus and theoffering of the Notes in certain jurisdictions may be restricted by law. Persons into whosepossession this prospectus supplement and the accompanying prospectus come should informthemselves about and observe any such restrictions. This prospectus supplement and theaccompanying prospectus do not constitute, and may not be used in connection with, an offeror solicitation by anyone in any jurisdiction in which such offer or solicitation is notauthorized or in which the person making such offer or solicitation is not qualified to do so orto any person to whom it is unlawful to make such offer or solicitation. See “OfferingRestrictions.” NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA(“EEA”) The Notes are not intended to be offered, sold or otherwise made available to and s