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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to International Business Machines Corporation
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| July 24, 2025 |
IBM 2Q25 Earnings Prepared Remarks 1 Introduction Thank you. I’d like to welcome you to IBM’s second quarter 2025 earnings presentation. I’m Olympia McNerney, and I’m here today with Arvind Krishna, IBM’s Chairman, President and Chief Executive Officer, and Jim Kavanaugh, IBM’s Senior Vice President and Chief Financial Officer. We’ll post today’s prepared remarks on the IBM investor website within |
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| July 24, 2025 |
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: July 23, 2025 (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 |
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| July 24, 2025 |
he By-Laws of IBM, as amended through form10-q2q25ex32072425 Exhibit 3.2 BY-LAWS of INTERNATIONAL BUSINESS MACHINES CORPORATION Adopted April 29,1958 As Amended Through July 24, 2025 i TABLE OF CONTENTS Page ARTICLE I DEFINITIONS ................................................................................................ 2 ARTICLE II MEETINGS OF STOCKHOLDERS ............................................................. 2 SECTION 1 |
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| July 24, 2025 |
July 23, 2025 ibm.com/investor 2Q 2025 Earnings Exhibit 99.2 Forward-looking statements and non-GAAP information Certain comments made in this presentation may be characterized as forward looking under the Private Securities Litigation Reform Act of 1995. Forward- looking statements are based on the company’s current assumptions regarding future business and financial performance. Those statements |
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| July 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED JUNE 30, 2025 1-2360 (Commission file number) INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as specified in its charter) New York (State of incorporation) 13-0871985 (IRS employer iden |
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| July 23, 2025 |
Exhibit 99.1 IBM RELEASES SECOND-QUARTER RESULTS Results led by Software and Infrastructure revenue growth; Strong margin expansion; Raises outlook for profit and free cash flow ARMONK, N.Y., July 23, 2025 . . . IBM (NYSE: IBM) today announced second-quarter 2025 earnings results. “We once again exceeded expectations for revenue, profit and free cash flow in the quarter. IBM remains highly differe |
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| July 23, 2025 |
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: July 23, 2025 (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 |
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| July 23, 2025 |
Non-GAAP Metrics and Other Financial Information Exhibit 99.2 Non-GAAP Metrics and Other Financial Information Operating (non-GAAP) Earnings Per Share and Related Income Statement Items In an effort to provide better transparency into the operational results of the business, supplementally, the company separates business results into operating and non-operating categories. Operating earnings from continuing operations is a non-GAAP measure that |
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| June 20, 2025 |
Exhibit 10.2 AMENDMENT NO. 2 TO FIVE-YEAR CREDIT AGREEMENT, dated as of June 20, 2025 (this “Amendment”), to the Five-Year Credit Agreement, dated as of June 22, 2021 (as amended by Amendment No. 1, dated as of June 30, 2022, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among INTERNATIONAL BUSINESS MACHINES CORPORATION (“IBM” or the “Borrow |
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| June 20, 2025 |
Exhibit 10.1 AMENDMENT NO. 2 TO THREE-YEAR CREDIT AGREEMENT, dated as of June 20, 2025 (this “Amendment”), to the Three-Year Credit Agreement, dated as of June 22, 2021 (as amended by Amendment No. 1, dated as of June 30, 2022, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among INTERNATIONAL BUSINESS MACHINES CORPORATION (“IBM” or the “Borr |
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| June 20, 2025 |
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: June 20, 2025 (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 |
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| June 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-2360 A.Full title of the plan and |
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| May 30, 2025 |
Conflict Minerals Report of International Business Machines Corporation Exhibit 1.01 INTERNATIONAL BUSINESS MACHINES CORPORATION Conflict Minerals Report For the reporting period from January 1, 2024 through December 31, 2024 This Conflict Minerals Report (Report) of International Business Machines Corporation (IBM) has been prepared pursuant to Rule 13p-1 and Form SD (collectively, the Rule) promulgated under the Securities Exchange Act of 1934, as amended, for the p |
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| May 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as specified in its charter) NEW YORK 1-2360 13-0871985 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) ONE NEW ORCHARD ROAD ARMONK, NEW YORK 1050 |
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| May 23, 2025 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 03, 2025, pursuant to the provisions of Rule 12d2-2 (a). |
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| May 2, 2025 |
Submission of Matters to a Vote of Security Holders 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: April 29, 2025 (Date of earliest event reported) INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as sp |
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| April 29, 2025 |
Financial Statements and Exhibits, Other Events 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: April 29, 2025 (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 |
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| April 29, 2025 |
Contact: Tim Davidson 914-844-7847 [email protected] IBM BOARD APPROVES INCREASE IN QUARTERLY CASH DIVIDEND FOR THE 30th CONSECUTIVE YEAR Armonk, N.Y., April 29, 2025 . . . The IBM (NYSE: IBM) board of directors today declared an increase in the regular quarterly cash dividend to $1.68 per common share, payable June 10, 2025 to stockholders of record as of May 9, 2025. This is the 30th year in a |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ De |
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| April 24, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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: April 23, 2025 (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 |
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| April 24, 2025 |
8 29 2017 Exhibit 10.3 IBM Executive Sign-on Payment Repayment Agreement This form must be completed in order to receive your Sign-On Payment. Employee Name ANNE ROBINSON Date of Hire TBD E-Mail Address [email protected] Phone (XXX)XXX-XXXX Resident Location New York, NY Work Location Armonk, NY U.S. Prior to receiving any payment, I understand and agree to the following terms: Ÿ I am eligible to re |
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| April 24, 2025 |
April 23, 2025 ibm.com/investor 1Q 2025 Earnings Exhibit 99.2 Forward-looking statements and non-GAAP information Certain comments made in this presentation may be characterized as forward looking under the Private Securities Litigation Reform Act of 1995. Forward- looking statements are based on the company’s current assumptions regarding future business and financial performance. Those statement |
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| April 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 2025 1-2360 (Commission file number) INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as specified in its charter) New York (State of incorporation) 13-0871985 (IRS employer ide |
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| April 24, 2025 |
IBM 1Q25 Earnings Prepared Remarks 1 Introduction Thank you. I’d like to welcome you to IBM’s first quarter 2025 earnings presentation. I’m Olympia McNerney, and I’m here today with Arvind Krishna, IBM’s Chairman, President and Chief Executive Officer, and Jim Kavanaugh, IBM’s Senior Vice President and Chief Financial Officer. We’ll post today’s prepared remarks on the IBM investor website within |
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| April 24, 2025 |
performance share units, effective April 1, 2024 Exhibit 10.1 Page 1 of 3 IBM Confidential International Business Machines Corporation ("IBM") Equity Award Agreement Plan [IBM 1999 Long-Term Performance Plan (the "Plan")] Award Type Performance Share Units (PSUs) Purpose The purpose of this Award is to retain selected executives. You recognize that this Award represents a potentially significant benefit to you and is awarded for the purpose stat |
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| April 24, 2025 |
etter Agreement, signed by Anne Robinson and IBM, dated February 26, 2024. Exhibit 10.2 1 New Orchard Road Armonk, NY 10504-1722 February 26, 2024 Anne Robinson XXXXXXXXXXXXXXXXXX New York, NY XXXXX Dear Anne, I am delighted to extend an offer of employment to you as Senior Vice President & Chief Legal Officer, IBM. This role provides an exciting opportunity to be an integral part of our transformation in the new era hybrid cloud and AI solutions. The attachment outlines |
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| April 23, 2025 |
Non-GAAP Metrics and Other Financial Information Exhibit 99.2 Non-GAAP Metrics and Other Financial Information Operating (non-GAAP) Earnings Per Share and Related Income Statement Items In an effort to provide better transparency into the operational results of the business, supplementally, the company separates business results into operating and non-operating categories. Operating earnings from continuing operations is a non-GAAP measure that |
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| April 23, 2025 |
Exhibit 99.1 IBM RELEASES FIRST-QUARTER RESULTS Results exceed expectations driven by strong Software revenue growth, significant gross margin expansion and solid free cash flow ARMONK, N.Y., April 23, 2025 . . . IBM (NYSE: IBM) today announced first-quarter 2025 earnings results. “We exceeded expectations for revenue, profitability and free cash flow in the quarter, led by strength across our Sof |
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| April 23, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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: April 23, 2025 (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 |
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| April 8, 2025 |
Notice of Exempt Solicitation Pursuant to Rule 14a-103 Notice of Exempt Solicitation Pursuant to Rule 14a-103 Name of Registrant: International Business Machines Corporation (IBM) Name of person relying on exemption: John Chevedden, IBM Stockholder Address of persons relying on exemption: POB 2673, Redondo Beach, CA 90278 The attached written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ De |
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| March 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ De |
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| March 12, 2025 |
IBM to Update Revenue Categories within Reportable Segments March 12, 2025 We are making changes to the reported revenue categories within our Software and Consulting reportable segments to reflect the market opportunities and how we address them. |
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| March 12, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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: March 12, 2025 (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 |
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| March 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ De |
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| March 10, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| February 27, 2025 |
As filed with the Securities and Exchange Commission on February 27, 2025 As filed with the Securities and Exchange Commission on February 27, 2025 Registration No. |
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| February 27, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-8 INTERNATIONAL BUSINESS MACHINES CORP Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Capital Stock, par value $. |
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| February 27, 2025 |
EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Chairman and Chief Executive Officer of International Business Machines Corporation, a New York corporation (the “Corporation”), which is to file with the Securities and Exchange Commission (the “SEC”) one or more Registration Statements on Form S-8, or other appropriate Form under the Securities Act of 1933 |
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| February 27, 2025 |
IBM HashiCorp Acquisition Long-Term Performance Plan EXHIBIT 4.5 PROSPECTUS International Business Machines Corporation IBM HashiCorp Acquisition Long-Term Performance Plan 7,062,059 shares Capital Stock, $.20 Par Value THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFE |
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| February 25, 2025 |
Exhibit 24.1 POWER OF ATTORNEY OF IBM DIRECTOR KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director of International Business Machines Corporation, a New York corporation, which will file with the U.S. Securities and Exchange Commission, Washington, D.C., under the provisions of the securities laws, an Annual Report for 2024 on Form 10-K, hereby constitutes and appoints Arvind Krishna |
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| February 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 FOR THE YEAR ENDED DECEMBER 31, 2024 1-2360 (Commission file number) INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as specified in its charter) New York (State of Incorporation) 13-0871985 (IRS Employer Ident |
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| February 25, 2025 |
Description of Securities Registered under Section 12 of the Exchange Act. Page 1 Exhibit 4.1 International Business Machines Corporation This exhibit includes both equity and debt disclosure required under Item 202 of Regulation S-K relating to the company’s Capital Stock, Notes and Debentures registered under Section 12 of the Exchange Act outstanding as December 31, 2024. SUMMARY DESCRIPTION OF THE CAPITAL STOCK REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE A |
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| February 25, 2025 |
Subsidiaries of the registrant EXHIBIT 21 INTERNATIONAL BUSINESS MACHINES CORPORATION SUBSIDIARIES Subsidiaries—as of December 31, 2024 Company Name State or country of incorporation or organization Voting percent owned directly or indirectly by registrant IBM Argentina Sociedad de Responsabilidad Limitada Argentina 100 IBM Australia Limited Australia 100 IBM Global Financing Australia Limited Australia 100 IBM Oesterreich Internationale Bueromaschinen Gesellschaft m. |
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| February 25, 2025 |
Exhibit 24.2 RESOLUTION REGARDING FILING OF THE COMPANY’S 2024 ANNUAL REPORT ON FORM 10-K RESOLVED, that the Company’s 2024 Annual Report on Form 10-K be, and hereby is, approved and that the Officers of the Company be, and they hereby are, authorized and empowered to execute by powers of attorney the Form 10-K and to make such additions, supplements and changes thereto as in their opinion may be |
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| February 25, 2025 |
EXHIBIT 19 INTERNATIONAL BUSINESS MACHINES CORPORATION Securities Trading Policy As of December 30, 2024 I. |
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| February 25, 2025 |
Form of Noncompetition Agreement EXHIBIT 10.2 NONCOMPETITION AGREEMENT In recognition of the critical role that you will play as a senior executive with International Business Machines Corporation (“IBM”) and in recognition of your access to IBM Confidential Information by virtue of this position, and further as consideration for your promotion as a senior executive, along with any and all awards to be granted to you under an Int |
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| February 25, 2025 |
Annual Report to Security Holders s Report of Financials International Business Machines Corporation and Subsidiary Companies Exhibit 13 5 MANAGEMENT DISCUSSION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Overview 6 Basis & Policies Forward-Looking and Cautionary Statements 7 A Significant Accounting Policies 52 Management Discussion Snapshot 8 B Accounting Changes 66 Description of Business 11 Performance & Operations Year in Revi |
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| February 25, 2025 |
Form of Noncompetition Agreement EXHIBIT 10.1 NONCOMPETITION AGREEMENT In recognition of your critical role as a senior executive with IBM Japan, Ltd. (“IBM”) and in recognition of your access to IBM Confidential Information and/or IBM customer goodwill by virtue of your position, and/or your membership on the Acceleration Team, and/or your appointment as a Fellow, and/or as consideration for your promotion or hiring as a senior |
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| February 7, 2025 |
Exhibit 4.4 Unless this certificate is presented by an authorized representative of Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”, and together with Euroclear, “Euroclear/Clearstream”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in |
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| February 7, 2025 |
Financial Statements and Exhibits 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 5, 2025 (Date of earliest event reported) INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as |
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| February 7, 2025 |
Exhibit 4.2 Unless this certificate is presented by an authorized representative of Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”, and together with Euroclear, “Euroclear/Clearstream”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in |
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| February 7, 2025 |
Exhibit 4.6 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede |
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| February 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as specified in its charter) New York 13-0871985 (State of Incorporation) (I.R.S. Employer Identification No.) One New Orchard R |
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| February 7, 2025 |
Form of the Registrant’s €750,000,000 2.900% Notes Due 2030. Exhibit 2.1 Unless this certificate is presented by an authorized representative of Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”, and together with Euroclear, “Euroclear/Clearstream”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in |
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| February 7, 2025 |
Form of the Registrant’s €750,000,000 3.800% Notes Due 2045. Exhibit 2.4 Unless this certificate is presented by an authorized representative of Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”, and together with Euroclear, “Euroclear/Clearstream”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in |
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| February 7, 2025 |
Form of the Registrant’s €900,000,000 3.450% Notes Due 2037. Exhibit 2.3 Unless this certificate is presented by an authorized representative of Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”, and together with Euroclear, “Euroclear/Clearstream”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in |
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| February 7, 2025 |
Exhibit 4.9 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede |
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| February 7, 2025 |
Exhibit 1.1 EXECUTION VERSION INTERNATIONAL BUSINESS MACHINES CORPORATION €3,500,000,000 Debt Securities €750,000,000 2.900% Notes due 2030 €1,100,000,000 3.150% Notes due 2033 €900,000,000 3.450% Notes due 2037 €750,000,000 3.800% Notes due 2045 UNDERWRITING AGREEMENT New York, New York Dated as of February 5, 2025 To the Representatives named in Schedule I hereto of the Underwriters named in Sch |
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| February 7, 2025 |
Exhibit 4.5 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede |
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| February 7, 2025 |
Form of the Registrant’s €1,100,000,000 3.150% Notes Due 2033. Exhibit 2.2 Unless this certificate is presented by an authorized representative of Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”, and together with Euroclear, “Euroclear/Clearstream”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in |
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| February 7, 2025 |
Exhibit 4.7 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede |
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| February 7, 2025 |
Exhibit 1.2 EXECUTION VERSION INTERNATIONAL BUSINESS MACHINES CORPORATION $4,750,000,000 Debt Securities $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 UNDERWRITING AGREEMENT New York, New York Dated as of February 5, 2025 To the Representatives named in Schedule I |
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| February 7, 2025 |
Exhibit 4.8 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede |
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| February 7, 2025 |
Exhibit 4.1 Unless this certificate is presented by an authorized representative of Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”, and together with Euroclear, “Euroclear/Clearstream”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in |
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| February 7, 2025 |
Exhibit 4.3 Unless this certificate is presented by an authorized representative of Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”, and together with Euroclear, “Euroclear/Clearstream”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in |
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| February 6, 2025 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) File No. 333-276739 PROSPECTUS SUPPLEMENT (To Prospectus dated January 29, 2024) $4,750,000,000 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% Not |
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| February 6, 2025 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) File No. 333-276739 PROSPECTUS SUPPLEMENT (To Prospectus dated January 29, 2024) €3,500,000,000 International Business Machines Corporation €750,000,000 2.900% Notes due 2030 €1,100,000,000 3.150% Notes due 2033 €900,000,000 3.450% Notes due 2037 €750,000,000 3.800% Notes due 2045 Interest on the 2.900% Notes due 2030 payable annually on Februar |
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| February 6, 2025 |
Table 1: Newly Registered and Carry Forward Securities Calculation of Filing Fee Tables S-3 INTERNATIONAL BUSINESS MACHINES CORP Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt 4. |
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| February 6, 2025 |
Table 1: Newly Registered and Carry Forward Securities Calculation of Filing Fee Tables S-3 INTERNATIONAL BUSINESS MACHINES CORP Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt 2. |
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| February 5, 2025 |
Subject to Completion dated February 5, 2025 TABLE OF CONTENTS The information in this prospectus supplement is not complete and may change. |
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| February 5, 2025 |
Subject to Completion dated February 5, 2025 TABLE OF CONTENTS The information in this prospectus supplement is not complete and may change. |
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| February 5, 2025 |
Filed Pursuant to Rule 433 Registration Number 333-276739 $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 International Business Machines Corporation February 5, 2025 Pricing Term Sheet Issuer International Business Machines Corporation Expected Ratings* A3 / A- / A- |
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| February 5, 2025 |
Filed Pursuant to Rule 433 Registration Number 333-276739 €750,000,000 2.900% Notes Due 2030 €1,100,000,000 3.150% Notes Due 2033 €900,000,000 3.450% Notes Due 2037 €750,000,000 3.800% Notes Due 2045 International Business Machines Corporation February 5, 2025 Pricing Term Sheet Issuer International Business Machines Corporation Issuer Legal Entity Identifier VGRQXHF3J8VDLUA7XE92 Expected Ratings* |
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| February 4, 2025 |
Non-GAAP Metrics and Other Financial Information Exhibit 99.2 Non-GAAP Metrics and Other Financial Information Operating (non-GAAP) Earnings Per Share and Related Income Statement Items In an effort to provide better transparency into the operational results of the business, supplementally, the company separates business results into operating and non-operating categories. Operating earnings from continuing operations is a non-GAAP measure that |
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| February 4, 2025 |
IBM Investor Day 2025 Exhibit 99.1 Today’s Presenters Arvind Krishna Chairman, President & CEO Matt Hicks President & CEO, Red Hat Ric Lewis SVP, Infrastructure Rob Thomas SVP, Software and Chief Commercial Officer Jay Gambetta VP of Quantum, IBM Fellow Olympia McNerney Global Head of IR Mohamad Ali SVP, IBM Consulting James Kavanaugh SVP and CFO Ritika Gunnar GM, Data Platform Agenda Opening Rema |
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| February 4, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 4, 2025 (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 Fi |
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| January 31, 2025 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on February 11, 2025, pursuant to the provisions of Rule 12d2-2 (a). |
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| January 30, 2025 |
ibmex99x2 January 29, 2025 ibm.com/investor 4Q 2024 Earnings Exhibit 99.2 Forward-looking statements and non-GAAP information Certain comments made in this presentation may be characterized as forward looking under the Private Securities Litigation Reform Act of 1995. Forward- looking statements are based on the company’s current assumptions regarding future business and financial performance. Tho |
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| January 30, 2025 |
IBM 4Q24 Earnings Prepared Remarks 1 Introduction Thank you. I’d like to welcome you to IBM’s fourth quarter 2024 earnings presentation. I’m Olympia McNerney, and I’m here today with Arvind Krishna, IBM’s Chairman, President and Chief Executive Officer, and Jim Kavanaugh, IBM’s Senior Vice President and Chief Financial Officer. We’ll post today’s prepared remarks on the IBM investor website within |
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| January 30, 2025 |
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: January 29, 2025 (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 Fi |
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| January 29, 2025 |
Non-GAAP Metrics and Other Financial Information Exhibit 99.2 Non-GAAP Metrics and Other Financial Information Operating (non-GAAP) Earnings Per Share and Related Income Statement Items In an effort to provide better transparency into the operational results of the business, supplementally, the company separates business results into operating and non-operating categories. Operating earnings from continuing operations is a non-GAAP measure that |
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| January 29, 2025 |
Exhibit 99.1 IBM RELEASES FOURTH-QUARTER RESULTS Double-digit Software revenue growth; Free cash flow well-exceeds full-year expectation ARMONK, N.Y., January 29, 2025 . . . IBM (NYSE: IBM) today announced fourth-quarter 2024 earnings results. “We closed the year with double-digit revenue growth in Software for the quarter, led by further acceleration in Red Hat. Clients globally continue to turn |
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| January 29, 2025 |
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: January 29, 2025 (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 Fi |
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| December 9, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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: December 9, 2024 (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 Fi |
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| December 9, 2024 |
IBM to Hold Investor Day on February 4, 2025 ARMONK, N.Y., December 9, 2024 - IBM (NYSE: IBM) today announced that it will hold an Investor Day on Tuesday, February 4, in person in New York City, beginning at 1PM (ET). The event will be webcast live and available for replay on the Company’s investor relaTons website at hUps://www.ibm.com/investor. Chairman, President and Chief ExecuTve Officer Arv |
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| October 30, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED SEPTEMBER 30, 2024 1-2360 (Commission file number) INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as specified in its charter) New York (State of incorporation) 13-0871985 (IRS employer identification number) One New Orchard Road Armonk, New York (Address of principal executive offices) 10504 (Zip Code) 914-499-1900 (Registrant’s telephone number) 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 $. |
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| October 30, 2024 |
Annual Incentive Program, as amended through January 1, 2024. Exhibit 10.1 International Business Machines Corporation Annual Incentive Program Effective January 1, 2023, as amended effective January 1, 2024 1. Purpose IBM’s Annual Incentive Program (“AIP”) is sponsored by International Business Machines Corporation to motivate and reward executives whose performance, leadership, teamwork, and contribution drive IBM’s business. This plan document for AIP rep |
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| October 24, 2024 |
IBM 3Q24 Earnings Prepared Remarks 1 Introduction Thank you. I’d like to welcome you to IBM’s third quarter 2024 earnings presentation. I’m Olympia McNerney, and I’m here today with Arvind Krishna, IBM’s Chairman, President and Chief Executive Officer, and Jim Kavanaugh, IBM’s Senior Vice President and Chief Financial Officer. We’ll post today’s prepared remarks on the IBM investor website within |
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| October 24, 2024 |
October 23, 2024 ibm.com/investor 3Q 2024 Earnings Exhibit 99.2 Forward-looking statements and non-GAAP information Certain comments made in this presentation may be characterized as forward looking under the Private Securities Litigation Reform Act of 1995. Forward- looking statements are based on the company’s current assumptions regarding future business and financial performance. Those stateme |
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| October 24, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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: October 23, 2024 (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 Fi |
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| October 23, 2024 |
Non-GAAP Metrics and Other Financial Information Exhibit 99.2 Non-GAAP Metrics and Other Financial Information Operating (non-GAAP) Earnings Per Share and Related Income Statement Items In an effort to provide better transparency into the operational results of the business, supplementally, the company separates business results into operating and non-operating categories. Operating earnings from continuing operations is a non-GAAP measure that |
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| October 23, 2024 |
Exhibit 99.1 IBM RELEASES THIRD-QUARTER RESULTS Accelerated Software revenue growth, expanded gross profit margin, and strong free cash flow ARMONK, N.Y., October 23, 2024 . . . IBM (NYSE: IBM) today announced third-quarter 2024 earnings results. “Our third-quarter performance was led by double-digit growth in Software, including a re-acceleration in Red Hat. We continue to see great momentum in A |
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| October 23, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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: October 23, 2024 (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 Fi |
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| September 11, 2024 |
Financial Statements and Exhibits, Other Events 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: September 11, 2024 (Date of earliest event reported) INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant a |
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| September 6, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on September 17, 2024, pursuant to the provisions of Rule 12d2-2 (a). |
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| July 30, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED JUNE 30, 2024 1-2360 (Commission file number) INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as specified in its charter) New York (State of incorporation) 13-0871985 (IRS employer identification number) One New Orchard Road Armonk, New York (Address of principal executive offices) 10504 (Zip Code) 914-499-1900 (Registrant’s telephone number) 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 $. |
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| July 30, 2024 |
Terms and Conditions of IBM LTPP Equity Awards, effective April 1, 2024. Exhibit 10.1 IBM TERMS AND CONDITIONS OF YOUR EQUITY AWARD: EFFECTIVE April 1, 2024 Equity Awards: April 1, 2024 Page 2 of 17 Terms and Conditions of Your Equity Award Table of Contents Introduction ............................................................................................... 3 How to Use This Document ......................................................................... 3 De |
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| July 25, 2024 |
a2q24-ex992 July 24, 2024 ibm.com/investor 2Q 2024 Earnings Exhibit 99.2 Forward-looking statements and non-GAAP information Certain comments made in this presentation may be characterized as forward looking under the Private Securities Litigation Reform Act of 1995. Forward- looking statements are based on the company’s current assumptions regarding future business and financial performance. Thos |
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| July 25, 2024 |
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: July 24, 2024 (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 |
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| July 25, 2024 |
a2q24-ex991 1 Introduction Thank you. I’d like to welcome you to IBM’s second quarter 2024 earnings presentation. I’m Olympia McNerney, and I’m here today with Arvind Krishna, IBM’s Chairman and Chief Executive Officer, and Jim Kavanaugh, IBM’s Senior Vice President and Chief Financial Officer. We’ll post today’s prepared remarks on the IBM investor website within a couple of hours, and a replay w |
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| July 24, 2024 |
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: July 24, 2024 (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 |
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| July 24, 2024 |
Exhibit 99.1 IBM RELEASES SECOND-QUARTER RESULTS Accelerated revenue growth led by Software; Raises full-year free cash flow expectation ARMONK, N.Y., July 24, 2024 . . . IBM (NYSE: IBM) today announced second-quarter 2024 earnings results. “We had a strong second quarter, exceeding our expectations, driven by growth in both revenue and free cash flow. We continue to see that clients turn to IBM f |
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| July 24, 2024 |
Non-GAAP Metrics and Other Financial Information Exhibit 99.2 Non-GAAP Metrics and Other Financial Information Operating (non-GAAP) Earnings Per Share and Related Income Statement Items In an effort to provide better transparency into the operational results of the business, supplementally, the company separates business results into operating and non-operating categories. Operating earnings from continuing operations is a non-GAAP measure that |
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| June 21, 2024 |
Exhibit 10.2 JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, New York 10179 June 17, 2024 International Business Machines Corporation One New Orchard Road Armonk, New York 10504 Attention: Vice President and Treasurer Ladies and Gentlemen: Reference is made to (i) the Five-Year Credit Agreement, dated as of June 22, 2021 (as amended by Amendment No. 1 to Five-Year Credit Agreement, dated as |
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| June 21, 2024 |
Exhibit 10.1 JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, New York 10179 June 17, 2024 International Business Machines Corporation One New Orchard Road Armonk, New York 10504 Attention: Vice President and Treasurer Ladies and Gentlemen: Reference is made to (i) the Three-Year Credit Agreement, dated as of June 22, 2021 (as amended by Amendment No. 1 to Three-Year Credit Agreement, dated |
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| June 21, 2024 |
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: June 17, 2024 (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 |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-2360 A.Full title of the plan and |
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| May 24, 2024 |
Conflict Minerals Report of International Business Machines Corporation Exhibit 1.01 INTERNATIONAL BUSINESS MACHINES CORPORATION Conflict Minerals Report For the reporting period from January 1, 2023 through December 31, 2023 This Conflict Minerals Report (Report) of International Business Machines Corporation (IBM) has been prepared pursuant to Rule 13p-1 and Form SD (collectively, the Rule) promulgated under the Securities Exchange Act of 1934, as amended, for the p |
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| May 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as specified in its charter) NEW YORK 1-2360 13-0871985 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) ONE NEW ORCHARD ROAD ARMONK, NEW YORK 1050 |
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| May 3, 2024 |
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: April 30, 2024 (Date of earliest event reported) INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as sp |
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| April 30, 2024 |
Form of Noncompetition Agreement. form10-q1q24ex102043024 2 NONCOMPETITION AGREEMENT In recognition of your critical role as a senior executive with International Business Machines Corporation (“IBM”) and your access to IBM Confidential Information and/ or IBM customer goodwill by virtue of your position, your membership on any corporate leadership team, and/or your appointment as an IBM Fellow; and/or as mutually agreed upon cons |
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| April 30, 2024 |
Exhibit 22 Subsidiary Issuer of Guaranteed Securities As of March 31, 2024, the following registered notes issued by IBM International Capital Pte. |
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| April 30, 2024 |
, and is hereby incorporated by reference. form10-q1q24ex32043024 Exhibit 3.2 BY-LAWS of INTERNATIONAL BUSINESS MACHINES CORPORATION Adopted April 29,1958 As Amended Through April 30, 2024 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 ARTICLE II MEETINGS OF STOCKHOLDERS SECTION 1. Place of Meetings 1 SECTION 2. Annual Meetings 1 SECTION 3. Special Meetings 2 SECTION 4. Notice of Meetings 2 SECTION 5. Quorum 2 SECTION 6. Organization 3 SECTION |
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| April 30, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 2024 1-2360 (Commission file number) INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as specified in its charter) New York (State of incorporation) 13-0871985 (IRS employer identification number) One New Orchard Road Armonk, New York (Address of principal executive offices) 10504 (Zip Code) 914-499-1900 (Registrant’s telephone number) 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 $. |
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| April 30, 2024 |
form10-q1q24ex101043024 Page 1 of 2 International Business Machines Corporation ("IBM") Equity Award Agreement Plan [IBM 1999 Long-Term Performance Plan (the "Plan")] Award Type [Stock Options, Restricted Stock, Restricted Stock Units, Cash-Settled Restricted Stock Units, SARs] Purpose The purpose of this Award is to retain selected employees and executives. |
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| April 25, 2024 |
IBM 1Q24 Earnings Prepared Remarks 1 Introduction Thank you. I’d like to welcome you to IBM’s first quarter 2024 earnings presentation. I’m Olympia McNerney, and I’m here today with Arvind Krishna, IBM’s Chairman and Chief Executive Officer, and Jim Kavanaugh, IBM’s Senior Vice President and Chief Financial Officer. We’ll post today’s prepared remarks on the IBM investor website within a couple of |
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| April 25, 2024 |
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: April 24, 2024 (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 |
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| April 25, 2024 |
a1q24-ex99x2 April 24, 2024 ibm.com/investor 1Q 2024 Earnings Exhibit 99.2 Forward-looking statements and non-GAAP information Certain comments made in this presentation may be characterized as forward looking under the Private Securities Litigation Reform Act of 1995. Forward- looking statements are based on the company’s current assumptions regarding future business and financial performance. Th |
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| April 24, 2024 |
Exhibit 99.1 IBM RELEASES FIRST-QUARTER RESULTS Accelerated Software revenue growth; Strong gross margin expansion and cash generation Announces strategic acquisition of HashiCorp, Inc. ARMONK, N.Y., April 24, 2024 . . . IBM (NYSE: IBM) today announced first-quarter 2024 earnings results. “We began the year with solid revenue and free cash flow growth, reflecting the strength of our hybrid cloud a |
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| April 24, 2024 |
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: April 24, 2024 (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 |
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| April 24, 2024 |
Non-GAAP Financial Information Exhibit 99.2 Non-GAAP Financial Information and Key Performance Indicators Operating (non-GAAP) Earnings Per Share and Related Income Statement Items In an effort to provide better transparency into the operational results of the business, supplementally, the company separates business results into operating and non-operating categories. Operating earnings from continuing operations is a non-GAAP |
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| April 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| April 4, 2024 |
International Business Machines Corporation (IBM) International Business Machines Corporation (IBM) Stockholder Alert Voluntary submission by John Chevedden, POB 2673, Redondo Beach, CA 90278 To IBM Stockholders: I urge stockholders to vote FOR Proposal 4 at the stockholder meeting. |
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| March 18, 2024 |
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: March 18, 2024 (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 |
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| March 18, 2024 |
Exhibit 99.1 |
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| March 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| March 11, 2024 |
NAME OF REGISTRANT: International Business Machines Corporation NAME OF PERSON RELYING ON EXEMPTION: Green Century Equity Fund ADDRESS OF PERSON RELYING ON EXEMPTION: 114 State Street, Suite 200, Boston, MA 02109 Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. |
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| March 11, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| February 26, 2024 |
International Business Machines Corporation Exhibit 97 INTERNATIONAL BUSINESS MACHINES CORPORATION EXECUTIVE OFFICER COMPENSATION RECOVERY POLICY Every executive officer is held accountable to comply with IBM’s high ethical standards: IBM’s Values, including “Trust and Personal Responsibility in All Relationships,” and IBM’s Business Conduct Guidelines. |
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| February 26, 2024 |
Subsidiaries of the registrant EXHIBIT 21 INTERNATIONAL BUSINESS MACHINES CORPORATION SUBSIDIARIES Subsidiaries—as of December 31, 2023 Company Name State or country of incorporation or organization Voting percent owned directly or indirectly by registrant IBM Argentina Sociedad de Responsabilidad Limitada Argentina 100 IBM Australia Limited Australia 100 IBM Global Financing Australia Limited Australia 100 IBM Oesterreich Internationale Bueromaschinen Gesellschaft m. |
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| February 26, 2024 |
Plan), as amended and restated through January 1, 202 ibm-20231231x10kex102 Exhibit 10.2 IBM EXCESS SAVINGS PLAN Amended and Restated Effective January 1, 2024 (except as otherwise provided herein) Exhibit 10.2 TABLE OF CONTENTS ARTICLE I. INTRODUCTION ......................................................................................... 1 1.01. Name of Plan and Effective Date ............................................................... 1 1.02. |
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| February 26, 2024 |
Description of Securities Registered under Section 12 of the Exchange Act ibm-20231231x10kex41 Page 1 Exhibit 4.1 International Business Machines Corporation This exhibit includes both equity and debt disclosure required under Item 202 of Regulation S-K relating to the company’s Capital Stock, Notes and Debentures registered under Section 12 of the Exchange Act outstanding as December 31, 2023. SUMMARY DESCRIPTION OF THE CAPITAL STOCK REGISTERED UNDER SECTION 12 OF THE |
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| February 26, 2024 |
Exhibit 10.1 IBM SUPPLEMENTAL EXECUTIVE RETENTION PLAN (Effective as of January 1, 2009, as amended) AMENDMENT No. 2 Instrument of Amendment Article 2x. of the IBM Supplemental Executive Retention Plan is amended, effective December 31, 2023, to read in its entirety as follows: “IBM Personal Pension Plan - the plan which amends and restates the terms of the IBM Retirement Plan effective as of Janu |
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| February 26, 2024 |
Annual Report to Security Holders Table of Contents Report of Financials International Business Machines Corporation and Subsidiary Companies Exhibit 13 5 MANAGEMENT DISCUSSION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Overview 6 Basis & Policies Forward-Looking and Cautionary Statements 7 A Significant Accounting Policies 50 Management Discussion Snapshot 8 B Accounting Changes 63 Description of Business 11 Performance & Operati |
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| February 26, 2024 |
POWER OF ATTORNEY OF IBM DIRECTOR KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director of International Business Machines Corporation, a New York corporation, which will file with the U. |
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| February 26, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 FOR THE YEAR ENDED DECEMBER 31, 2023 1-2360 (Commission file number) INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as specified in its charter) New York (State of Incorporation) 13-0871985 ( |
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| February 26, 2024 |
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 26, 2024 (Date of earliest event reported) INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as |
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| February 26, 2024 |
IBM Provides Update to Management System and Reporting Segments Exhibit 99.1 IBM Provides Update to Management System and Reporting Segments February 26, 2024 As we enter 2024, we continue to advance our hybrid cloud and AI strategy, with the completion of the Weather Company divestiture and updates to our management system. We are making changes to our reportable segments, to reflect the way the company manages operations and allocates resources. These action |
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| February 26, 2024 |
Exhibit 24.2 RESOLUTION REGARDING FILING OF THE COMPANY’S 2023 ANNUAL REPORT ON FORM 10-K RESOLVED, that the Company’s 2023 Annual Report on Form 10-K be, and hereby is, approved and that the Officers of the Company be, and they hereby are, authorized and empowered to execute by powers of attorney the Form 10-K and to make such additions, supplements and changes thereto as in their opinion may be |
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| February 13, 2024 |
SC 13G/A 1 tv01210-internationalbusines.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: International Business Machines Corp Title of Class of Securities: Common Stock CUSIP Number: 459200101 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appr |
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| February 2, 2024 |
Exhibit 4.7 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede |
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| February 2, 2024 |
Exhibit 1.1 EXECUTION VERSION IBM INTERNATIONAL CAPITAL PTE. LTD. $5,500,000,000 Debt Securities $600,000,000 4.700% Notes due 2026 $500,000,000 4.600% Notes due 2027 $500,000,000 4.600% Notes due 2029 $500,000,000 4.750% Notes due 2031 $1,000,000,000 4.900% Notes due 2034 $1,000,000,000 5.250% Notes due 2044 $1,400,000,000 5.300% Notes due 2054 fully and unconditionally guaranteed by INTERNATIONA |
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| February 2, 2024 |
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: January 29, 2024 (Date of earliest event reported) INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as |
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| February 2, 2024 |
Exhibit 4.2 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede |
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| February 2, 2024 |
Exhibit 4.1 [EXECUTION VERSION] IBM INTERNATIONAL CAPITAL PTE. LTD., INTERNATIONAL BUSINESS MACHINES CORPORATION, as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of February 2, 2024 Providing for the Issuance of Debt Securities in Series Reconciliation and Tie between Trust Indenture Act of 1939 and Indenture Provisions* Trust Indenture Act Section Indenture Section Sec |
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| February 2, 2024 |
Exhibit 4.5 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede |
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| February 2, 2024 |
Exhibit 4.6 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede |
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| February 2, 2024 |
Exhibit 4.3 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede |
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| February 2, 2024 |
Exhibit 4.8 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede |
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| February 2, 2024 |
Exhibit 4.4 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede |
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| February 1, 2024 |
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: January 29, 2024 (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 Fi |
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| January 31, 2024 |
EX-FILING FEES Calculation of Filing Fee Tables 424(b)(5)1 (Form Type) International Business Machines Corporation IBM International Capital Pte. |
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| January 31, 2024 |
TABLE OF CONTENTS Filed pursuant to Rule 424(b)(5) Registration No. 333-276739 333-276739-01 PROSPECTUS SUPPLEMENT (To Prospectus dated January 29, 2024) $5,500,000,000 IBM International Capital Pte. Ltd. (UEN 202345465D) (incorporated as a private company limited by shares under the laws of the Republic of Singapore) fully and unconditionally guaranteed by International Business Machines |
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| January 30, 2024 |
Filed Pursuant to Rule 433 Registration Number 333-276739 Registration Number 333-276739-01 $600,000,000 4. |
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| January 29, 2024 |
Consent of IBM Legal Counsel (included in Exhibit (5)(a)) Exhibit (5)(a) INTERNATIONAL BUSINESS MACHINES CORPORATION Office of the Vice President, Assistant General Counsel and Secretary Armonk, New York 10504 January 29, 2024 Ladies & Gentlemen: As the Vice President, Assistant General Counsel and Secretary of International Business Machines Corporation (“IBM”) and an attorney duly admitted to practice in the State of New York, I am giving this opinion |
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| January 29, 2024 |
Exhibit (25)(c) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ¨ THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 |
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| January 29, 2024 |
Consent of PricewaterhouseCoopers LLP Exhibit (23)(a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 28, 2023 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the 2022 Annual Report to Stockholders, which is incorporated by reference in International Business Machines Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022. |
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| January 29, 2024 |
Exhibit (4)(g) IBM INTERNATIONAL CAPITAL PTE. LTD., INTERNATIONAL BUSINESS MACHINES CORPORATION, as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of [ ], 20[ ] Providing for the Issuance of Debt Securities in Series Reconciliation and Tie between Trust Indenture Act of 1939 and Indenture Provisions* Trust Indenture Act Section Indenture Section Section 310 (a)(1) 7.09 (a |
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| January 29, 2024 |
Constitution of IBM International Capital Pte. Ltd. Exhibit (3)(e) Registration Number: 202345465D REPUBLIC OF SINGAPORE THE COMPANIES ACT 1967 CONSTITUTION of ibm international capital PTE. |
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| January 29, 2024 |
Exhibit(25)(a) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ¨ THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York (Jurisdictio |
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| January 29, 2024 |
Exhibit 24(a) POWER OF ATTORNEY OF IBM DIRECTOR KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Director of International Business Machines Corporation, a New York corporation (the “Company”), which is to file with the Securities and Exchange Commission (the “SEC”) an automatic or other shelf registration statement on Form S-3ASR or other appropriate Form under Rule 415 of the Securities Act of 1933 (“Registration Statements”), which filings are authorized by resolutions dated the date hereof, for Indebtedness, Preferred Stock, Depositary Shares, Capital Stock, Warrants, and Guarantees of the Indebtedness of IBM International Group Capital LLC, IBM International Capital Pte. |
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| January 29, 2024 |
Subject to Completion dated January 29, 2024 TABLE OF CONTENTS The information in this prospectus supplement is not complete and may change. |
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| January 29, 2024 |
As filed with the Securities and Exchange Commission on January 29, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 29, 2024 Registration Nos. |
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| January 29, 2024 |
Exhibit 24(c) IBM INTERNATIONAL GROUP CAPITAL LLC CERTIFICATE OF THE SECRETARY I, Pam McMinn, the undersigned Secretary of IBM International Group Capital LLC, a Delaware limited liability company, do hereby certify as follows: Attached hereto as Exhibit A is a true copy of the resolutions adopted by the Board of Managers of IBM International Group Capital LLC, authorizing the officers of the Company to execute the Registration Statement, to which this certificate is attached as an exhibit, by power of attorney. |
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| January 29, 2024 |
Exhibit 24(b) INTERNATIONAL BUSINESS MACHINES CORPORATION CERTIFICATE OF THE SECRETARY I, Frank P. |
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| January 29, 2024 |
Exhibit (25)(d) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ¨ THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York (Jurisdicti |
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| January 29, 2024 |
EX-FILING FEES Calculation of Filing Fee Tables Form S-3 (Form Type) International Business Machines Corporation IBM International Group Capital LLC IBM International Capital Pte. |
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| January 29, 2024 |
Exhibit 24(d) IBM INTERNATIONAL CAPITAL PTE. LTD. CERTIFICATE OF THE SECRETARY I, Chang Shu Lei, the undersigned Secretary of IBM International Capital Pte. Ltd., a private company limited by shares incorporated under the laws of the Republic of Singapore, do hereby certify as follows: Attached hereto as Exhibit A is a true copy of the resolutions adopted by the Board of Directors of IBM Internati |
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| January 29, 2024 |
Consent of Drew & Napier LLC (included in Exhibit (5)(b)) Exhibit (5)(b) 29 January 2024 We do not accept service of court documents by fax BY EMAIL No. |
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| January 25, 2024 |
IBM 4Q23 Earnings Prepared Remarks Introduction Thank you. I’d like to welcome you to IBM’s fourth quarter 2023 earnings presentation. I’m Olympia McNerney, and I’m here today with Arvind Krishna, IBM’s Chairman and Chief Executive Officer, and Jim Kavanaugh, IBM’s Senior Vice President, and Chief Financial Officer. We’ll post today’s prepared remarks on the IBM investor website within a couple of |
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| January 25, 2024 |
IBM 4Q 2023 Earnings January 24, 2024 ibm.com/investor Exhibit 99.2 Forward-looking statements and non-GAAP information Certain comments made in this presentation may be characterized as forward looking under the Private Securities Litigation Reform Act of 1995. Forward- looking statements are based on the company’s current assumptions regarding future business and financial performance. Those sta |
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| January 25, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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: January 24, 2024 (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 Fi |
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| January 24, 2024 |
Non-GAAP Financial Information Exhibit 99.2 Non-GAAP Financial Information Operating (non-GAAP) Earnings Per Share and Related Income Statement Items In an effort to provide better transparency into the operational results of the business, supplementally, the company separates business results into operating and non-operating categories. Operating earnings from continuing operations is a non-GAAP measure that excludes the effec |
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| January 24, 2024 |
Exhibit 99.1 IBM RELEASES FOURTH-QUARTER RESULTS Revenue growth in all segments; Strong margin expansion and cash generation ARMONK, N.Y., January 24, 2024 . . . IBM (NYSE: IBM) today announced fourth-quarter 2023 earnings results. “In the fourth quarter, we grew revenue in all of our segments, driven by continued adoption of our hybrid cloud and AI offerings. Client demand for AI is accelerating |
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| January 24, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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: January 24, 2024 (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 Fi |
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| December 12, 2023 |
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: December 12, 2023 (Date of earliest event reported) INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as |
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| December 12, 2023 |
IBM Elects Marianne C. Brown to its Board of Directors Exhibit 99.1 Contact: Tim Davidson 914-844-7847 [email protected] IBM Elects Marianne C. Brown to its Board of Directors ARMONK, N.Y., December 12, 2023 . . . The IBM (NYSE: IBM) board of directors has elected Marianne C. Brown to the board, effective December 12, 2023. Marianne C. Brown, 65, is the former chief operating officer of Fidelity National Information Services, Inc.’s (FIS) Global Fin |
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| December 12, 2023 |
, and is hereby incorporated by reference. Exhibit 3.2 BY-LAWS of INTERNATIONAL BUSINESS MACHINES CORPORATION Adopted April 29,1958 As Amended Through December 12, 2023 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 ARTICLE II MEETINGS OF STOCKHOLDERS SECTION 1. Place of Meetings 1 SECTION 2. Annual Meetings 1 SECTION 3. Special Meetings 2 SECTION 4. Notice of Meetings 2 SECTION 5. Quorum 2 SECTION 6. Organization 3 SECTION 7. Items of Business |
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| October 31, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED SEPTEMBER 30, 2023 1-2360 (Commission file number) INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as specified in its charter) New York (State of incorporation) 13-0871985 (IRS employer identification number) One New Orchard Road Armonk, New York (Address of principal executive offices) 10504 (Zip Code) 914-499-1900 (Registrant’s telephone number) 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 $. |
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| October 31, 2023 |
The By-Laws of IBM, as amended through October 30, 2023. form10-q3q23ex32103123 Exhibit 3.2 BY-LAWS of INTERNATIONAL BUSINESS MACHINES CORPORATION Adopted April 29,1958 As Amended Through October 30, 2023 TABLE OF CONTENTS DEFINITIONS 1 ARTICLE I ARTICLE II MEETINGS OF STOCKHOLDERS SECTION 1. Place of Meetings 1 SECTION 2. Annual Meetings 1 SECTION 3. Special Meetings 2 SECTION 4. Notice of Meetings 2 SECTION 5. Quorum 2 SECTION 6. Organization 3 SECTIO |
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| October 26, 2023 |
ibm-3q23xearningsxprepar IBM 3Q23 Earnings Prepared Remarks Introduction Thank you. |
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| October 26, 2023 |
ibm-3q23xearningsxpresen IBM 3Q 2023 Earnings October 25, 2023 ibm.com/investor Exhibit 99.2 Forward-looking statements and non-GAAP information Certain comments made in this presentation may be characterized as forward looking under the Private Securities Litigation Reform Act of 1995. Forward- looking statements are based on the company’s current assumptions regarding future business and financi |
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| October 26, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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: October 25, 2023 (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 Fi |
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| October 25, 2023 |
Non-GAAP Financial Information Exhibit 99.2 Non-GAAP Financial Information Operating (non-GAAP) Earnings Per Share and Related Income Statement Items In an effort to provide better transparency into the operational results of the business, supplementally, the company separates business results into operating and non-operating categories. Operating earnings from continuing operations is a non-GAAP measure that excludes the effec |
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| October 25, 2023 |
Exhibit 99.1 IBM RELEASES THIRD-QUARTER RESULTS Revenue growth led by Software and Consulting; Strong profit and cash generation ARMONK, N.Y., October 25, 2023 . . . IBM (NYSE: IBM) today announced third-quarter 2023 earnings results. “Technology remains a critical source of competitive differentiation and progress for organizations around the world," said Arvind Krishna, IBM chairman and chief ex |
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| October 25, 2023 |
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: October 25, 2023 (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 Fi |
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| July 31, 2023 |
IBM Elects Michael Miebach to its Board of Directors Exhibit 99.1 Contact: Tim Davidson 914-844-7847 [email protected] IBM Elects Michael Miebach to its Board of Directors ARMONK, N.Y., July 31, 2023 . . . The IBM (NYSE: IBM) board of directors has elected Michael Miebach to the board, effective October 30, 2023. Michael Miebach, 55, is the chief executive officer of Mastercard Incorporated and a member of its board of directors. An innovator and |
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| July 31, 2023 |
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: July 25, 2023 (Date of earliest event reported) INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as spe |
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| July 25, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED JUNE 30, 2023 1-2360 (Commission file number) INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as specified in its charter) New York (State of incorporation) 13-0871985 (IRS employer identification number) One New Orchard Road Armonk, New York (Address of principal executive offices) 10504 (Zip Code) 914-499-1900 (Registrant’s telephone number) 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 $. |
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| July 25, 2023 |
form10q2q23ex101 Exhibit 10.1 IBM TERMS AND CONDITIONS OF YOUR EQUITY AWARD: EFFECTIVE June 1, 2023 Equity Awards: June 1, 2023 Page 2 of 17 Exhibit 10.1 Terms and Conditions of Your Equity Award Table of Contents Introduction ............................................................................................... 3 How to Use This Document .................................................. |
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| July 25, 2023 |
form10q2q23ex102 Exhibit 10.2 Page 1 of 2 International Business Machines Corporation ("IBM") Equity Award Agreement Plan [IBM 1999 Long-Term Performance Plan (the "Plan")] Award Type [Stock Options, Restricted Stock, Restricted Stock Units, Cash-Settled Restricted Stock Units, SARs] Purpose The purpose of this Award is to retain selected employees and executives. You recognize that this Award rep |
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| July 25, 2023 |
Annual Incentive Program, effective January 1, 2023. form10q2q23ex103 Exhibit 10.3 IBM Annual Incentive Program 1 International Business Machines Corporation Annual Incentive Program Effective January 1, 2023 1. Purpose IBM’s Annual Incentive Program (“AIP”) is sponsored by International Business Machines Corporation to motivate and reward executives whose performance, leadership, teamwork, and contribution drive IBM’s business. This plan document f |
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| July 20, 2023 |
ibm-2023x07x20xex991 IBM 2Q23 Earnings Prepared Remarks Introduction Thank you. I’d like to welcome you to IBM’s second quarter 2023 earnings presentation. I’m here today with Arvind Krishna, IBM’s Chairman and Chief Executive Officer, and Jim Kavanaugh, IBM’s Senior Vice President and Chief Financial Officer. We’ll post today’s prepared remarks on the IBM investor website within a couple of hours |
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| July 20, 2023 |
ibm-2023x07x20xex992 IBM 2Q 2023 Earnings July 19, 2023 ibm.com/investor Exhibit 99.2 Forward-looking statements and non-GAAP information Certain comments made in this presentation may be characterized as forward looking under the Private Securities Litigation Reform Act of 1995. Forward- looking statements are based on the company’s current assumptions regarding future business and financial perf |
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| July 20, 2023 |
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: July 19, 2023 (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 |
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| July 19, 2023 |
Exhibit 99.1 IBM RELEASES SECOND-QUARTER RESULTS Solid Software and Consulting Revenue Growth; Strong Gross Profit Margin Expansion ARMONK, N.Y., July 19, 2023 . . . IBM (NYSE: IBM) today announced second-quarter 2023 earnings results. “Organizations are using our hybrid cloud and AI technology, and our consulting capabilities, to transform their operations," said Arvind Krishna, IBM chairman and |
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| July 19, 2023 |
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: July 19, 2023 (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 |
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| July 19, 2023 |
Non-GAAP Financial Information Exhibit 99.2 Non-GAAP Financial Information Operating (non-GAAP) Earnings Per Share and Related Income Statement Items In an effort to provide better transparency into the operational results of the business, supplementally, the company separates business results into operating and non-operating categories. Operating earnings from continuing operations is a non-GAAP measure that excludes the effec |
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| June 16, 2023 |
Exhibit 10.2 JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, New York 10179 June 15, 2023 International Business Machines Corporation One New Orchard Road Armonk, New York 10504 Attention: Vice President and Treasurer Ladies and Gentlemen: Reference is made to (i) the Five-Year Credit Agreement, dated as of June 22, 2021 (as amended by Amendment No. 1 to Five-Year Credit Agreement, dated as |
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| June 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-2360 A.Full title of the plan and |
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| June 16, 2023 |
Exhibit 10.1 JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, New York 10179 June 15, 2023 International Business Machines Corporation One New Orchard Road Armonk, New York 10504 Attention: Vice President and Treasurer Ladies and Gentlemen: Reference is made to (i) the Three-Year Credit Agreement, dated as of June 22, 2021 (as amended by Amendment No. 1 to Three-Year Credit Agreement, dated |
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| June 16, 2023 |
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: June 15, 2023 (Date of earliest event reported) INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as spec |
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| May 26, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 06, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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| May 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as specified in its charter) NEW YORK 1-2360 13-0871985 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) ONE NEW ORCHARD ROAD ARMONK, NEW YORK 1050 |
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| May 26, 2023 |
Conflict Minerals Report of International Business Machines Corporation Exhibit 1.01 INTERNATIONAL BUSINESS MACHINES CORPORATION Conflict Minerals Report For the reporting period from January 1, 2022 through December 31, 2022 This Conflict Minerals Report (Report) of International Business Machines Corporation (IBM) has been prepared pursuant to Rule 13p-1 and Form SD (collectively, the Rule) promulgated under the Securities Exchange Act of 1934, as amended, for the p |
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| April 28, 2023 |
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: April 25, 2023 (Date of earliest event reported) INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as spe |
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| April 25, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 2023 1-2360 (Commission file number) INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as specified in its charter) New York 13-0871985 (State of incorporation) (IRS employer identification number) One New Orchard Road Armonk, New York 10504 (Address of principal executive offices) (Zip Code) 914-499-1900 (Registrant’s telephone number) 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 $. |
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| April 20, 2023 |
Exhibit 99.2 IBM 1Q 2023 Earnings April 19, 2023 ibm.com/investor Forward-looking statements and non-GAAP information Certain comments made in this presentation may be characterized as forward looking under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on the company’s current assumptions regarding future business and financial performance. Those statem |
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| April 20, 2023 |
Exhibit 99.1 IBM 1Q23 Earnings Prepared Remarks Introduction Thank you. This is Patricia Murphy, and I’d like to welcome you to IBM’s first quarter 2023 earnings presentation. I’m here today with Arvind Krishna, IBM’s Chairman and Chief Executive Officer, and Jim Kavanaugh, IBM’s Senior Vice President and Chief Financial Officer. We’ll post today’s prepared remarks on the IBM investor website with |
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| April 20, 2023 |
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: April 19, 2023 (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 |
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| April 19, 2023 |
Exhibit 99.1 IBM RELEASES FIRST-QUARTER RESULTS Software and Consulting Led Revenue Growth; Strong Gross Profit Margin Expansion ARMONK, N.Y., April 19, 2023 . . . IBM (NYSE: IBM) today announced first-quarter 2023 earnings results. “Our first quarter results demonstrate that clients continue turning to IBM for our unique combination of an open hybrid cloud platform, enterprise-focused AI, and bus |
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| April 19, 2023 |
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: April 19, 2023 (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 |
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| April 19, 2023 |
Non-GAAP Financial Information Exhibit 99.2 Non-GAAP Financial Information Operating (non-GAAP) Earnings Per Share and Related Income Statement Items In an effort to provide better transparency into the operational results of the business, supplementally, the company separates business results into operating and non-operating categories. Operating earnings from continuing operations is a non-GAAP measure that excludes the effec |
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| April 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| March 17, 2023 |
United States Securities and Exchange Commission Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Pursuant to Rule 14a-103 Name of the Registrant: International Business Machines Corporation Name of persons relying on exemption: Clean Yield Asset Management Address of persons relying on exemption: 16 Beaver Meadow Road Norwich, VT 05055 Written materials are submitted pursuant to Rule 14a-6(g) |
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| March 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| March 6, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| February 28, 2023 |
Exhibit 10.3 IBM EXCESS 401(k) PLUS PLAN Amended and Restated Effective January 1, 2023 (except as otherwise provided herein) TABLE OF CONTENTS ARTICLE I. INTRODUCTION 1 1.01.Name of Plan and Effective Date 1 1.02.Purpose 1 1.03.Legal Status 1 1.04.Section 409A 1 ARTICLE II. DEFINITIONS 3 ARTICLE III. ELIGIBILITY 8 3.01.Eligibility for Elective Deferrals 8 3.02.Eligibility for Matching Contributio |
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| February 28, 2023 |
Exhibit 10.2 IBM Board of Directors Amended and Restated Deferred Compensation and Equity Award Plan Amendment No. 2 Instrument of Amendment International Business Machines Corporation (“IBM”) has established and maintains the Amended and Restated Deferred Compensation and Equity Award Plan, as amended from time to time (the “Plan”). In accordance with Article X of the Plan, the Board has reserved |
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| February 28, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 FOR THE YEAR ENDED DECEMBER 31, 2022 1-2360 (Commission file number) INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as specified in its charter) New York (State of Incorporation) One New Orch |
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| February 28, 2023 |
Annual Report to Security Holders Table of Contents Exhibit 13 Report of Financials International Business Machines Corporation and Subsidiary Companies 5 MANAGEMENT DISCUSSION Overview 6 Forward-Looking and Cautionary Statements 7 Management Discussion Snapshot 8 Description of Business 11 Year in Review 17 Prior Year in Review 30 Other Information 32 Looking Forward 32 Liquidity and Capital Resources 33 Critical Accounting Estim |
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| February 28, 2023 |
Description of Securities Registered under Section 12 of the Exchange Act Exhibit 4.1 International Business Machines Corporation This exhibit includes both equity and debt disclosure required under Item 202 of Regulation S-K relating to the company’s Capital Stock, Notes and Debentures registered under Section 12 of the Exchange Act outstanding as December 31, 2022. SUMMARY DESCRIPTION OF THE CAPITAL STOCK REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1 |
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| February 28, 2023 |
ecember 31, 2022, is hereby incorporate by reference Exhibit 10.4 NONCOMPETITION AGREEMENT In recognition of your critical role as a senior executive with International Business Machines Corporation (“IBM”) and your access to IBM Confidential Information and/or IBM customer goodwill by virtue of your position, your membership on the Acceleration Team, and/or your appointment as an IBM Fellow; and/or as mutually agreed upon consideration for your pro |
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| February 28, 2023 |
Exhibit 10.1 International Business Machines Corporation (“IBM”) Equity Award Agreement Plan [IBM 1999 Long-Term Performance Plan (the “Plan”)] Award Type [Stock Options, Restricted Stock, Restricted Stock Units, Cash-Settled Restricted Stock Units, SARs] Purpose The purpose of this Award is to retain selected employees and executives. You recognize that this Award represents a potentially signifi |
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| February 28, 2023 |
Subsidiaries of the registrant EXHIBIT 21 INTERNATIONAL BUSINESS MACHINES CORPORATION SUBSIDIARIES Subsidiaries—as of December 31, 2022 Company Name State or country of incorporation or organization Voting percent owned directly or indirectly by registrant IBM Argentina Sociedad de Responsabilidad Limitada Argentina 100 IBM Australia Limited Australia 100 IBM Global Financing Australia Limited Australia 100 IBM Oesterreich Internationale Bueromaschinen Gesellschaft m. |
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| February 28, 2023 |
Exhibit 24.1 POWER OF ATTORNEY OF ARVIND KRISHNA KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Chairman and Chief Executive Officer and, Director of International Business Machines Corporation, a New York corporation, which will file with the U.S. Securities and Exchange Commission, Washington, D.C., under the provisions of the securities laws, an Annual Report for 2022 on Form 10-K, he |
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| February 28, 2023 |
Exhibit 24.2 RESOLUTION REGARDING FILING OF THE COMPANY’S 2022 ANNUAL REPORT ON FORM 10-K RESOLVED, that the Company’s 2022 Annual Report on Form 10-K be, and hereby is, approved and that the Officers of the Company be, and they hereby are, authorized and empowered to execute by powers of attorney the Form 10-K and to make such additions, supplements and changes thereto as in their opinion may be |
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| February 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 - Exit Filing)* KYNDRYL HOLDINGS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 50155Q 100 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 9, 2023 |
IBM / International Business Machines Corp. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01169-internationalbusines.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: International Business Machines Corp. Title of Class of Securities: Common Stock CUSIP Number: 459200101 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appr |
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| February 3, 2023 |
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: January 30, 2023 (Date of earliest event reported) INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as |
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| February 3, 2023 |
EX-4.2 5 tm235234d1ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 Unless this certificate is presented by an authorized representative of Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”, and together with Euroclear, “Euroclear / Clearstream”), to the issuer or its agent for registration of transfer, exchange o |
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| February 3, 2023 |
Exhibit 1.2 EXECUTION VERSION INTERNATIONAL BUSINESS MACHINES CORPORATION $3,250,000,000 Debt Securities $850,000,000 4.500% Notes due 2026 $1,000,000,000 4.500% Notes due 2028 $750,000,000 4.750% Notes due 2033 $650,000,000 5.100% Notes due 2053 UNDERWRITING AGREEMENT New York, New York Dated as of January 30, 2023 To the Representatives named in Schedule I hereto of the Underwriters named in Sch |
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| February 3, 2023 |
EX-4.8 11 tm235234d1ex4-8.htm EXHIBIT 4.8 Exhibit 4.8 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representati |
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| February 3, 2023 |
Form of the Registrant’s €1,000,000,000 4.000% Notes Due 2043. Exhibit 2.4 Unless this certificate is presented by an authorized representative of Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”, and together with Euroclear, “Euroclear / Clearstream”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is |
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| February 3, 2023 |
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: January 30, 2023 (Date of earliest event reported) INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as |
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| February 3, 2023 |
Form of the Registrant’s €1,000,000,000 3.750% Notes Due 2035. Exhibit 2.3 Unless this certificate is presented by an authorized representative of Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”, and together with Euroclear, “Euroclear / Clearstream”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is |
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| February 3, 2023 |
EX-4.6 9 tm235234d1ex4-6.htm EXHIBIT 4.6 Exhibit 4.6 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representativ |
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| February 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 INTERNATIONAL BUSINESS MACHINES CORPORATION (Exact name of registrant as specified in its charter) New York 13-0871985 (State of Incorporation) (I.R.S. Employer Identification No.) One New Orchard R |
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| February 3, 2023 |
Exhibit 1.1 EXECUTION VERSION INTERNATIONAL BUSINESS MACHINES CORPORATION €4,250,000,000 £750,000,000 Debt Securities €1,000,000,000 3.375% Notes due 2027 €1,250,000,000 3.625% Notes due 2031 €1,000,000,000 3.750% Notes due 2035 €1,000,000,000 4.000% Notes due 2043 £750,000,000 4.875% Notes due 2038 UNDERWRITING AGREEMENT New York, New York Dated as of January 30, 2023 To the Representatives named |
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| February 3, 2023 |
Exhibit 4.1 Unless this certificate is presented by an authorized representative of Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”, and together with Euroclear, “Euroclear / Clearstream”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is |
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| February 3, 2023 |
Exhibit 4.9 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede |
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| February 3, 2023 |
Exhibit 4.4 Unless this certificate is presented by an authorized representative of Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”, and together with Euroclear, “Euroclear / Clearstream”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is |
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| February 3, 2023 |
Form of the Registrant’s €1,250,000,000 3.625% Notes Due 2031. Exhibit 2.2 Unless this certificate is presented by an authorized representative of Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”, and together with Euroclear, “Euroclear / Clearstream”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is |
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| February 3, 2023 |
Form of the Registrant’s €1,000,000,000 3.375% Notes Due 2027. Exhibit 2.1 Unless this certificate is presented by an authorized representative of Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”, and together with Euroclear, “Euroclear / Clearstream”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is |
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| February 3, 2023 |
Exhibit 4.5 Unless this certificate is presented by an authorized representative of Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”, and together with Euroclear, “Euroclear / Clearstream”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is |
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| February 3, 2023 |
Exhibit 4.7 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede |
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| February 3, 2023 |
Exhibit 4.3 Unless this certificate is presented by an authorized representative of Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”, and together with Euroclear, “Euroclear / Clearstream”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is |
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| February 3, 2023 |
Form of the Registrant’s £750,000,000 4.875% Notes Due 2038. EX-2.5 6 tm235243d1ex2-5.htm EXHIBIT 2.5 Exhibit 2.5 Unless this certificate is presented by an authorized representative of Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”, and together with Euroclear, “Euroclear / Clearstream”), to the issuer or its agent for registration of transfer, exchange o |
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| February 1, 2023 |
EX-FILING FEES Calculation of Filing Fee Tables 424(b)(5)1 (Form Type) International Business Machines Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid N/A N/A N/A N/A N/A N/A N/A N/A Fees Previously Paid (1) Debt 3. |
