IBM国际商业机器(US)美股招股说明书(2025-02-06版)

International Business Machines Corporation $1,000,000,000 4.650% Notes due 2028$1,000,000,000 4.800% Notes due 2030$850,000,000 5.000% Notes due 2032$900,000,000 5.200% Notes due 2035$1,000,000,000 5.700% Notes due 2055 Interest on the 4.650% Notes due 2028, the 4.800% Notes due 2030, the 5.000% Notes due 2032, the 5.200%Notes due 2035 and the 5.700% Notes due 2055 payable semi-annually on February 10 and August 10. (1) Plus accrued interest from February 10, 2025. The Securities and Exchange Commission and state securities regulators have not approved ordisapproved of the Notes, or determined if this prospectus supplement or the accompanying prospectus aretruthful or complete. Any representation to the contrary is a criminal offense. 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. The Notes are offered globally for sale in those jurisdictions in the United States andelsewhere where it is lawful to make such offers. See “Offering Restrictions.” TABLE OF CONTENTS Prospectus SupplementPageInternational Business Machines CorporationS-1Where You Can Find More InformationS-1Recent DevelopmentsS-2Use of ProceedsS-5Description of NotesS-6United States TaxationS-12UnderwritingS-16Offering RestrictionsS-19Legal OpinionsS-21ExpertsS-21ProspectusSummary1Where You Can Find More Information3 Use of Proceeds4Description of the Debt Securities4Description of the Preferred Stock15Description of the Capital Stock20Description of the Warrants20Plan of Distribution22Legal Opinions23Experts23 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.” INTERNATIONAL BUSINESS MACHINES CORPORATION International Business Machines Corporation (“IBM” or the “company”) wasincorporated in the State of New York on June 16, 1911, as the Computing-Tabulating-Recording Co. (“C-T-R”), a consolidation of the Computing Scale Co. of America, theTabulating Machine Co. and The International Time Recording Co. of New York. Since thattime, IBM has focused on the intersection of business insight and technological innovation,and its operations and aims have been international in nature. This was signaled over100 years ago, in 1924, when C-T-R changed its name to International Business MachinesCorporation. And it continues today — we create sustained value for clients by helping themleverage the power of hybrid cloud and artificial intelligence (“AI”). Our hybrid cloudplatform and AI technology support clients’ digital transformations and helps them reimaginecritical workflows, at scale, and modernize applications to increase agility, drive innovationand create operational efficiencies. Our offerings draw from leading IBM capabilities insoftware, consulting services capability to deliver business outcomes, and deep incumbency inmission-critical infrastructure, all bolstered by one of the world’s leading researchorganizations. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and current reports, proxy statements and other informationwith the Securities and Exchange Commission (the “SEC”). Our SEC filings are available tothe public at the SEC’s website at http://www.sec.gov. Our reports on Forms 10-K, 10-Q and8-K, and amendments to those reports, are also available for download, free of charge, as soonas reasonably practicable after these reports are filed with the SEC, at our website athttp://www.ibm.com. Except as stated herein, no information contained in, or that can beaccessed through, our website is incorporated by reference into this prospectus supplement orthe accompanying prospectus, and no such information should be considered a part of thisprospectus supplement or the accompanying prospectus. The SEC allows us to “incorporate by reference” into this prospectus supplement and th