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1、Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549FORM 10-KANNUAL REPORTpursuant to Section 13 or 15(d)of theSecurities Exchange Act of 1934FOR THE YEAR ENDED DECEMBER 31,20231-2360(Commission file number)INTERNATIONAL BUSINESS MACHINES CORPORATION(Exact name of reg
2、istrant as specified in its charter)New York(State of Incorporation)13-0871985(IRS Employer Identification Number)One New Orchard RoadArmonk,New York(Address of principal executive offices)10504(Zip Code)914-499-1900(Registrants telephone number)Securities registered pursuant to Section 12(b)of the
3、Act:Title of each classTrading SymbolName of each exchange on which registeredCapital stock,par value$.20 per shareIBMNew York Stock ExchangeNYSE Chicago1.125%Notes due 2024IBM 24ANew York Stock Exchange2.875%Notes due 2025IBM 25ANew York Stock Exchange0.950%Notes due 2025IBM 25BNew York Stock Excha
4、nge0.875%Notes due 2025IBM 25CNew York Stock Exchange0.300%Notes due 2026IBM 26BNew York Stock Exchange1.250%Notes due 2027IBM 27BNew York Stock Exchange3.375%Notes due 2027IBM 27FNew York Stock Exchange0.300%Notes due 2028IBM 28BNew York Stock Exchange1.750%Notes due 2028IBM 28ANew York Stock Excha
5、nge1.500%Notes due 2029IBM 29New York Stock Exchange0.875%Notes due 2030IBM 30ANew York Stock Exchange1.750%Notes due 2031IBM 31New York Stock Exchange3.625%Notes due 2031IBM 31BNew York Stock Exchange0.650%Notes due 2032IBM 32ANew York Stock Exchange1.250%Notes due 2034IBM 34New York Stock Exchange
6、3.750%Notes due 2035IBM 35New York Stock Exchange4.875%Notes due 2038IBM 38New York Stock Exchange1.200%Notes due 2040IBM 40New York Stock Exchange4.000%Notes due 2043IBM 43New York Stock Exchange7.00%Debentures due 2025IBM 25New York Stock Exchange6.22%Debentures due 2027IBM 27New York Stock Exchan
7、ge6.50%Debentures due 2028IBM 28New York Stock Exchange5.875%Debentures due 2032IBM 32DNew York Stock Exchange7.00%Debentures due 2045IBM 45New York Stock Exchange7.125%Debentures due 2096IBM 96New York Stock ExchangeSecurities registered pursuant to Section 12(g)of the Act:None.Indicate by check ma
8、rk if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act.Yes No Indicate by check mark whether the registrant(1)has filed all rep
9、orts required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to such filing requirements for the past 90 days.Yes No Indicate by check mark
10、 whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit such files).Yes No Indicate by
11、 check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or an emerging growthcompany.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company”and“emerging growth company”in Rule 12b
12、-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedf
13、inancial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financialreporting under Section 404(b)of the Sarban
14、es-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an
15、 error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrants executive officers during the relevant recovery period pursuant to 240.1
16、0D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in Exchange Act Rule 12b-2).Yes No The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the registrants most recently completed second fiscalquarter w
17、as$121.9 billion.The registrant had 916,744,848 shares of common stock outstanding at February 9,2024.Documents incorporated by reference:Portions of IBMs Annual Report to Stockholders for the year ended December 31,2023 are incorporated by reference into Parts I,II and IV of this Form 10-K.Portions
18、 of IBMs definitive Proxy Statement to be filed with the Securities and Exchange Commission and delivered to stockholders in connection with the AnnualMeeting of Stockholders to be held April 30,2024 are incorporated by reference into Part III of this Form 10-K.2025/1/17 15:32ibm-20231231https:/www.
19、sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm1/442025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm2/44Table of ContentsTable of ContentsPART I1Item 1.Business1Item 1A.Risk Factors3Item 1B.Unresolved Staff Comments9Item
20、 1C.Cybersecurity9Item 2.Properties11Item 3.Legal Proceedings11Item 4.Mine Safety Disclosures11PART II12Item 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases ofEquity Securities12Item 6.Reserved12Item 7.Managements Discussion and Analysis of Financial Condition
21、 and Results of Operations12Item 7A.Quantitative and Qualitative Disclosures About Market Risk12Item 8.Financial Statements and Supplementary Data12Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure12Item 9A.Controls and Procedures12Item 9B.Other Information1
22、3Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections13PART III14Item 10.Directors,Executive Officers and Corporate Governance14Item 11.Executive Compensation14Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters14Item 13.Certai
23、n Relationships and Related Transactions,and Director Independence16Item 14.Principal Accounting Fees and Services16PART IV17Item 15.Exhibits,Financial Statement Schedules17Item 16.Form 10-K Summary23SIGNATURESREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL STATEMENTSCHEDULESCHE
24、DULE IIS-1i2025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm3/44Table of ContentsPART IItem 1.Business:International Business Machines Corporation(IBM or the company)was incorporated in the State of New York on June 16,1911,as the Computing-T
25、abulating-Recording Co.(C-T-R),a consolidation of the Computing Scale Co.of America,the TabulatingMachine Co.and The International Time Recording Co.of New York.Since that time,IBM has focused on the intersection ofbusiness insight and technological innovation,and its operations and aims have been i
26、nternational in nature.This was signaled 100years ago,in 1924,when C-T-R changed its name to International Business Machines Corporation.And it continues todaywecreate sustained value for clients by helping them leverage the power of hybrid cloud and artificial intelligence(AI).Our hybridcloud platf
27、orm and AI technology support clients digital transformations and helps them reimagine critical workflows,at scale,and modernize applications to increase agility,drive innovation and create operational efficiencies.Our offerings draw fromleading IBM capabilities in software,consulting services capab
28、ility to deliver business outcomes,and deep incumbency in mission-critical infrastructure,all bolstered by one of the worlds leading research organizations.The following information is included in IBMs 2023 Annual Report to Stockholders and is incorporated by reference:IBM Strategypages 11 to 13.Bus
29、iness Segments and Capabilitiespages 13 to 15.Human Capitalpages 15 to 16.Strategic PartnershipsWe proactively partner with a broad variety of companies including hyperscalers,service providers,global system integrators,and software and hardware vendors.We work alongside our partners to deliver end-
30、to-end solutions that address our clientscomplex business challenges while accelerating growth.Our strategic partners include:Adobe,Amazon Web Services(AWS),Microsoft,Oracle,Salesforce,Samsung Electronics and SAP,among others.Companies with which we have strategic partnerships in some areas may be c
31、ompetitors in other areas.CompetitionIBM is a globally integrated enterprise that participates in a highly competitive environment.Our competitors vary by industrysegment,and range from large multinational enterprises to smaller,more narrowly focused entities.Across our business segments,we recogniz
32、e hundreds of competitors worldwide and as we execute our hybrid cloud and AI strategy,we are regularly exposed tonew competitors.Our principal methods of competition are:technology innovation;performance;price;quality;brand;our breadth ofcapabilities,products and services;talent;client relationship
33、s and trust;the ability to deliver business value to clients;and serviceand support.In order to maintain leadership,we optimize our portfolio with organic and inorganic innovations and effectiveresource allocation.These investments not only drive current performance but will extend our innovation le
34、adership into the future.Our breadth and depth of expertise enables us to take different technologies and bring them together to solve the most pressingbusiness issues of our clients.We differentiate from other providers by bringing together incumbency with enterprises,deepexpertise in technology,in
35、dustries and business processes,a broad go-to-market reach including an ecosystem of partners andalliances,and a strong focus on innovation.All of these attributes position IBM for accelerated growth now and prepare us for thenext set of business opportunities,such as quantum computing.12025/1/17 15
36、:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm4/44Table of ContentsOverall,the company is the leader or among the leaders in each of our business segments.A summary of the competitiveenvironment for each business segment is included below:Software:The
37、 depth,breadth,and innovation of our software offerings,coupled with our global reach,deep industry expertise andresearch capabilities help differentiate our offerings from our competitors.Our hybrid cloud and AI platforms allow clients torealize their digital and AI transformations across the appli
38、cations,data,and environments in which they operate.The principalcompetitors in this segment include:Alphabet(Google),Amazon,BMC,Broadcom,Informatica,Microsoft,Oracle,Palo AltoNetworks,Salesforce,SAP and Splunk.We also compete with smaller,niche competitors in specific geographic regions or products
39、egments.Consulting:Consulting focuses on integrating skills on strategy,experience,technology and operations by domain and industry.Consultingcompetes in a dynamic market including consulting,systems integration,application development,application management andbusiness process outsourcing services.
40、Our broad-based competitors include:Accenture,Capgemini,India-based service providers,management consulting firms,the consulting practices of public accounting firms,engineering service providers,and manycompanies that primarily focus on local markets or niche service areas.Infrastructure:IBM is wel
41、l positioned in the growing hybrid cloud infrastructure market,providing on-premises and cloud-based server andstorage solutions.We gain advantage and differentiation through investments in higher-value capabilities,including security,scalability,and reliability,designed especially for mission-criti
42、cal and regulated workloads.In addition,we offer a portfolio of life-cycle services for hybrid cloud infrastructure deployment.Our principal competitors include:Dell Technologies,Hewlett-PackardEnterprise(HPE),Intel,NetApp and Pure Storage as well as original device manufacturers(ODMs)who provide sy
43、stems that arere-branded.Further,cloud service providers are leveraging innovation in technology and service delivery to compete withtraditional providers and to offer additional routes to market for server and storage systems.Financing:Financing provides client and commercial financing,facilitating
44、 IBM clients acquisition of hardware,software and services.Financings ability to manage credit and residual value risk generates a competitive advantage for the company.The keycompetitive factors include:interest rates charged,IT product experience,client service,contract flexibility,ease of doing b
45、usiness,global capabilities and residual values.In client and commercial financing,Financing primarily competes with non-captivefinancing entities and financial institutions.Forward-looking and Cautionary StatementsCertain statements contained in this Form 10-K may constitute“forward-looking stateme
46、nts”within the meaning of the PrivateSecurities Litigation Reform Act of 1995(“Reform Act”).Forward-looking statements are based on the companys currentassumptions regarding future business and financial performance.These statements by their nature address matters that areuncertain to different degr
47、ees.The company may also make forward-looking statements in other reports filed with the Securitiesand Exchange Commission(“SEC”),in materials delivered to stockholders and in press releases.In addition,the companysrepresentatives may from time to time make oral forward-looking statements.Forward-lo
48、oking statements provide currentexpectations of future events based on certain assumptions and include any statement that does not directly relate to any historicalor current fact.Words such as“anticipates,”“believes,”“expects,”“estimates,”“intends,”“plans,”“projects,”and similarexpressions,may iden
49、tify such forward-looking statements.Any forward-looking statement in this Form 10-K speaks only as of thedate on which it is made.Except as required by law,the company assumes no obligation to update or revise any forward-lookingstatements.In accordance with the Reform Act,set forth under Item 1A.“
50、Risk Factors”on pages 3 to 9 are cautionary statementsthat accompany those forward-looking statements.Readers should carefully review such cautionary statements as they identifycertain important factors that could cause actual results to differ materially from those in the forward-looking statements
51、 and fromhistorical trends.Those cautionary statements are not exclusive and are in addition to other factors discussed elsewhere in thisForm 10-K,in the companys filings with the SEC or in materials incorporated therein by reference.22025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data
52、/51143/000005114324000012/ibm-20231231.htm5/44Table of ContentsThe following information is included in IBMs 2023 Annual Report to Stockholders and is incorporated herein by reference:Segment information and revenue by classes of similar products or servicespages 66 to 70.Financial information regar
53、ding environmental activitiespage 94.The number of persons employed by the registrantpage 15.The management discussion overviewpages 8 to 10.Website information and company reportingpage 123.Information About Our Executive Officers(at February 26,2024):AgeOfficer sinceArvind Krishna,Chairman of the
54、Board and Chief Executive Officer 612020Michelle H.Browdy,Senior Vice President,Legal and Regulatory Affairs,and General Counsel592015Gary D.Cohn,Vice Chairman632021Nicolas A.Fehring,Vice President and Controller452023James J.Kavanaugh,Senior Vice President and Chief Financial Officer,Finance and Op
55、erations572008Nickle J.LaMoreaux,Senior Vice President and Chief Human Resources Officer442020Robert D.Thomas,Senior Vice President,Software and Chief Commercial Officer492023(1)Member of the Board of Directors.All executive officers are elected by the Board of Directors annually as provided in the
56、Companys By-laws.Each executiveofficer named above,with the exception of Gary D.Cohn,has been an executive of IBM or its subsidiaries during the past fiveyears.Mr.Cohn previously served as Assistant to the President for Economic Policy and Director of the National EconomicCouncil from January 2017 u
57、ntil April 2018.Before serving in the White House,Mr.Cohn was President and Chief OperatingOfficer of The Goldman Sachs Group,Inc.from 2006-2016.Item 1A.Risk Factors:Risks Related to Our BusinessDownturn in Economic Environment and Client Spending Budgets Could Impact the Companys Business:If overal
58、l demandfor IBMs products and solutions decreases,whether due to general economic conditions,or a shift in client buying patterns,thecompanys revenue and profit could be impacted.Failure of Innovation Initiatives Could Impact the Long-Term Success of the Company:IBM has moved into areas,includingtho
59、se that incorporate or utilize hybrid cloud,AI(including generative AI),quantum and other disruptive technologies,in which itcan differentiate itself through responsible innovation,by leveraging its investments in R&D and attracting a successful developerecosystem.If IBM is unable to continue its cu
60、tting-edge innovation in a highly competitive and rapidly evolving environment or isunable to commercialize such innovations,expand and scale them with sufficient speed and versatility or is unable to attract asuccessful developer ecosystem,the company could fail in its ongoing efforts to maintain a
61、nd increase its market share and itsprofit margins.Damage to IBMs Reputation Could Impact the Companys Business:IBM has one of the strongest brand names in the world,and its brand and overall reputation could be negatively impacted by many factors,including if the company does not continue tobe reco
62、gnized for its industry leading technology and solutions and as a hybrid cloud and AI leader.IBMs reputation is potentiallysusceptible to damage by events such as significant disputes with clients,product defects,internal control deficiencies,deliveryfailures,cybersecurity incidents,government inves
63、tigations or legal proceedings or actions of current or former clients,directors,employees,competitors,vendors,alliance partners or joint venture partners.If the companys brand image is tarnished by negativeperceptions,its ability to attract and retain customers,talent and ecosystem partners could b
64、e impacted.(1)32025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm6/442025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm7/44Table of ContentsRisks from Investing in Growth Opportunities C
65、ould Impact the Companys Business:The company continues to investsignificantly in key strategic areas to drive revenue growth and market share gains.Client adoption rates and viable economicmodels are less certain in the high-value,highly competitive,and rapidly-growing segments.Additionally,emergin
66、g business anddelivery models may unfavorably impact demand and profitability for our other products or services.If the company does notadequately and timely anticipate and respond to changes in customer and market preferences,competitive actions,disruptivetechnologies,emerging business models and e
67、cosystems,the client demand for our products or services may decline or IBMs costsmay increase.IBMs Intellectual Property Portfolio May Not Prevent Competitive Offerings,and IBM May Not Be Able to Obtain NecessaryLicenses:The companys patents and other intellectual property may not prevent competito
68、rs from independently developingproducts and services similar to or duplicative to the companys,nor can there be any assurance that the resources invested by thecompany to protect its intellectual property will be sufficient or that the companys intellectual property portfolio will adequatelydeter m
69、isappropriation or improper use of the companys technology.In addition,the company may be the target of aggressive andopportunistic enforcement of patents by third parties,including non-practicing entities.Also,there can be no assurances that IBMwill be able to obtain from third parties the licenses
70、 it needs in the future.The companys ability to protect its intellectual propertycould also be impacted by a lack of effective legal protections as well as changes to existing laws,legal principles and regulationsgoverning intellectual property,including the ownership and protection of patents.Certa
71、in of the companys offerings incorporate or utilize open source and other third-party software licensed with limited or nowarranties,indemnification,or other contractual protections for IBM.Further,if open source code that IBM utilizes is no longermaintained,developed or enhanced by the relevant com
72、munity of independent open source software programmers,most of whomwe do not employ,we may be unable to develop new technologies,adequately enhance our existing technologies or meet customerrequirements for innovation,quality and price.Risks to the Company from Acquisitions,Alliances and Disposition
73、s Include Integration Challenges,Failure to AchieveObjectives,the Assumption of Liabilities and Higher Debt Levels:The company has made and expects to continue to makeacquisitions,alliances and dispositions.Such transactions present significant challenges and risks and there can be no assurancesthat
74、 the company will manage such transactions successfully or that strategic opportunities will be available to the company onacceptable terms or at all.The related risks include the company failing to achieve strategic objectives,anticipated revenueimprovements and cost savings,the failure to retain k
75、ey strategic relationships of acquired companies,the failure to retain keypersonnel and the assumption of liabilities related to litigation or other legal proceedings involving the businesses in suchtransactions,as well as the failure to close planned transactions.Such transactions may require the c
76、ompany to secure financingand any significant disruption or turmoil in the capital markets could have an adverse effect on IBMs ability to access the capitalmarkets at favorable terms.From time to time,the company disposes or attempts to dispose of assets that are no longer central toits strategic o
77、bjectives.Any such disposition or attempted disposition is subject to risks,including risks related to the terms andtiming of such disposition,risks related to obtaining necessary governmental or regulatory approvals and risks related to retainedliabilities not subject to the companys control.The Co
78、mpanys Financial Results for Particular Periods Are Difficult to Predict:IBMs revenues and profitability are affectedby such factors as the introduction of new products and services,the ability to compete effectively in increasingly competitivemarketplaces,the length of the sales cycles and the seas
79、onality of technology purchases.In addition,certain of the companysgrowth areas involve new products,new customers,new and evolving competitors,and new markets,all of which contribute to thedifficulty of predicting the companys financial results.The companys financial results may also be impacted by
80、 the structure ofproducts and services contracts and the nature of its customers businesses;for example,certain of the companys services contractswith commercial customers in regulated industries are subject to periodic review by regulators with respect to controls andprocesses.Further,general econo
81、mic conditions,including sudden shifts in regional or global economic activity may impact thecompanys financial results in any particular period.As a result of the above-mentioned factors,the companys financial results aredifficult to predict.Historically,the company has had lower revenue in the fir
82、st quarter than in the immediately preceding fourthquarter.In addition,the high volume of products typically ordered at the end of each quarter,especially at the end of the fourthquarter,make financial results for a given period difficult to predict.Due to the Companys Global Presence,Its Business a
83、nd Operations Could Be Impacted by Local Legal,Economic,Political,Health and Other Conditions:The company is a globally integrated entity,operating in over 175 countries worldwide and derivingabout sixty percent of its revenues from sales outside the United States.Changes in the laws or policies of
84、the countries in whichthe company operates,or inadequate development or enforcement of such laws or policies,could affect the companys business andthe companys overall results of operations.Further,the company may42025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/00000511432400
85、0012/ibm-20231231.htm8/442025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm9/44Table of Contentsbe impacted directly or indirectly by the development and enforcement of laws and regulations in the U.S.and globally that arespecifically targeted
86、 at the technology industry.The companys results of operations also could be affected by economic andpolitical changes in those countries and by macroeconomic changes,including recessions,inflation,currency fluctuations betweenthe U.S.dollar and non-U.S.currencies and adverse changes in trade relati
87、onships amongst those countries.Further,as thecompany expands its customer base and the scope of its offerings,both within the U.S.and globally,it may be impacted byadditional regulatory or other risks,including,compliance with U.S.and foreign data privacy requirements,AI regulations,datalocalizatio
88、n requirements,labor relations laws,enforcement of IP protection laws,laws relating to anti-corruption,anti-competitionregulations,and import,export and trade restrictions.Further,international trade disputes could create uncertainty.Tariffs andinternational trade sanctions resulting from these disp
89、utes could affect the companys ability to move goods and services acrossborders,or could impose added costs to those activities.Measures taken to date by the company to mitigate these impacts could bemade less effective should trade sanctions or tariffs change.In addition,any widespread outbreak of
90、an illness,pandemic or otherlocal or global health issue,natural disasters,climate change impacts,or uncertain political climates,international hostilities,or anyterrorist activities,could adversely affect customer demand,the companys operations and supply chain,and its ability to sourceand deliver
91、products and services to its customers.The Company May Not Meet Its Growth and Productivity Objectives:On an ongoing basis,IBM seeks to drive greater agility,productivity,flexibility and cost savings by continuously transforming with the use of automation,AI,agile processes and changesto the ways of
92、 working,while also enabling the scaling of resources,offerings and investments through the companys globallyintegrated model across both emerging and more established markets.These various initiatives may not yield their intended gainsin speed,quality,productivity and enablement of rapid scaling,wh
93、ich may impact the companys competitiveness and its ability tomeet its growth and productivity objectives.Ineffective Internal Controls Could Impact the Companys Business and Operating Results:The companys internal controlover financial reporting may not prevent or detect misstatements because of it
94、s inherent limitations,including the possibility ofhuman error,failure or interruption of information technology systems,the circumvention or overriding of controls,or fraud.Eveneffective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of
95、 financialstatements.If the company fails to maintain the adequacy of its internal controls,including any failure to implement required newor improved controls,or if the company experiences difficulties in their implementation,the companys business and operatingresults could be harmed and the compan
96、y could fail to meet its financial reporting obligations.The Companys Use of Accounting Estimates Involves Judgment and Could Impact the Companys Financial Results:Theapplication of accounting principles generally accepted in the U.S.(GAAP)requires the company to make estimates andassumptions about
97、certain items and future events that directly affect its reported financial condition.The companys most criticalaccounting estimates are described in the Management Discussion in IBMs 2023 Annual Report to Stockholders,under“CriticalAccounting Estimates.”In addition,as discussed in note R,“Commitmen
98、ts&Contingencies,”in IBMs 2023 Annual Report toStockholders,the company makes certain estimates including decisions related to legal proceedings and reserves.These estimatesand assumptions involve the use of judgment.As a result,actual financial results may differ.The Companys Goodwill or Amortizabl
99、e Intangible Assets May Become Impaired:The company acquires other companies,including the intangible assets of those companies.The company may not realize all the economic benefit from those acquisitions,which could cause an impairment of goodwill or intangible assets.If our goodwill or net intangi
100、ble assets become impaired,wemay be required to record a charge to the Consolidated Income Statement.The Company Depends on Skilled Employees and Could Be Impacted by a Shortage of Critical Skills:Much of the futuresuccess of the company depends on the continued service,availability and integrity of
101、 skilled employees,including technical,marketing and staff resources.Skilled and experienced personnel in the areas where the company competes are in high demand,and competition for their talents is intense.Changing demographics and labor work force trends may result in a shortage of orinsufficient
102、knowledge and skills.In addition,as global opportunities and industry demand shifts,realignment,training and scalingof skilled resources may not be sufficiently rapid or successful.Further,many of IBMs key employees receive a totalcompensation package that includes equity awards.Any new regulations,
103、volatility in the stock market and other factors coulddiminish the companys use or the value of the companys equity awards,putting the company at a competitive disadvantage.The Companys Business Could Be Impacted by Its Relationships with Critical Suppliers:IBMs business employs a widevariety of com
104、ponents(hardware and software),supplies,services and raw materials from a substantial number of52025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm10/44Table of Contentssuppliers around the world.Certain of the companys businesses rely on a sin
105、gle or a limited number of suppliers,including forserver processor technology for certain semiconductors.Changes in the business condition(financial or otherwise)of thesesuppliers could subject the company to losses and affect its ability to bring products to market.Further,the failure of the compan
106、yssuppliers to deliver components,supplies,services and raw materials in sufficient quantities,in a timely or secure manner,and incompliance with all applicable laws and regulations could adversely affect the companys business.In addition,any defectivecomponents,supplies or materials,or inadequate s
107、ervices received from suppliers could reduce the reliability of the companysproducts and services and harm the companys reputation.Product and Service Quality Issues Could Impact the Companys Business and Operating Results:The company has rigorousquality control standards and processes intended to p
108、revent,detect and correct errors,malfunctions and other defects in its productsand services.If errors,malfunctions,defects or disruptions in service are experienced by customers or in the companys operationsthere could be negative consequences that could impact customers business operations and harm
109、 the companys businesssoperating results.The Company Could Be Impacted by Its Business with Government Clients:The companys customers include numerousgovernmental entities within and outside the U.S.,including the U.S.Federal Government and state and local entities.Some of thecompanys agreements wit
110、h these customers may be subject to periodic funding approval.Funding reductions or delays couldadversely impact public sector demand for our products and services.Also,some agreements may contain provisions allowing thecustomer to terminate without cause and providing for higher liability limits fo
111、r certain losses.In addition,the company could besuspended or debarred as a governmental contractor and could incur civil and criminal fines and penalties,which could negativelyimpact the companys results of operations,financial results and reputation.The Companys Reliance on Third-Party Distributio
112、n Channels and Ecosystems Could Impact Its Business:The companyoffers its products directly and through a variety of third-party distributors,resellers,independent software vendors,independentservice providers,and other ecosystem partners.Changes in the business condition(financial or otherwise)of t
113、hese ecosystempartners could subject the company to losses and affect its ability to bring its products to market.As the company moves into newareas,ecosystem partners may be unable to keep up with changes in technology and offerings,and the company may be unable torecruit and enable appropriate par
114、tners to achieve anticipated ecosystem growth objectives.In addition,the failure of ecosystempartners to comply with all applicable laws and regulations may prevent the company from working with them and could subjectthe company to losses and affect its ability to bring products to market.Risks Rela
115、ted to Cybersecurity and Data PrivacyCybersecurity and Privacy Considerations Could Impact the Companys Business:There are numerous and evolving risks tocybersecurity and privacy,including risks originating from intentional acts of criminal hackers,hacktivists,nation states andcompetitors;from inten
116、tional and unintentional acts or omissions of customers,contractors,business partners,vendors,employeesand other third parties;and from errors in processes or technologies,as well as the risks associated with an increase in the numberof customers,contractors,business partners,vendors,employees and o
117、ther third parties working remotely.Computer hackers andothers routinely attack the security of technology products,services,systems and networks using a wide variety of methods,including ransomware or other malicious software and attempts to exploit vulnerabilities in hardware,software,and infrastr
118、ucture.Attacks also include social engineering and cyber extortion to induce customers,contractors,business partners,vendors,employeesand other third parties to disclose information,transfer funds,or unwittingly provide access to systems or data.The company is atrisk of security breaches not only of
119、 our own products,services,systems and networks,but also those of customers,contractors,business partners,vendors,employees and other third parties,particularly as all parties increasingly digitize their operations.Cyberthreats are continually evolving,including with the increased use of AI,making i
120、t difficult to defend against such threats andvulnerabilities that can persist undetected over extended periods of time.The companys products,services,systems and networks,including cloud-based systems and systems and technologies that thecompany maintains on behalf of its customers,are used in crit
121、ical company,customer or third-party operations,and involve thestorage,processing and transmission of sensitive data,including valuable intellectual property,other proprietary or confidentialdata,regulated data,and personal information of employees,customers and others.These products,services,system
122、s and networksare also used by customers in heavily regulated industries,including those in the financial services,healthcare,criticalinfrastructure and government sectors.62025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm11/44Table of Conten
123、tsWhile the company continues to monitor for,identify,investigate,respond to and remediate a wide range of cybersecurityevents,there have not been cybersecurity incidents or vulnerabilities that have had a material adverse effect on the company,though there is no assurance that there will not be cyb
124、ersecurity incidents or vulnerabilities that will have a material adverse effectin the future.The company regularly addresses cybersecurity attacks and vulnerabilities.Cybersecurity attacks or other security incidents,including industry-wide incidents such as MOVEit,have or could result in,for examp
125、le,one or more of the following:unauthorized access to,disclosure,modification,misuse,loss,or destruction of company,customer,or other third-party data orsystems;theft or import or export of sensitive,regulated,or confidential data including personal information and intellectualproperty,including ke
126、y innovations in AI,quantum,or other disruptive technologies;the loss of access to critical data or systemsthrough ransomware,crypto mining,destructive attacks or other means;and business delays,service or system disruptions ordenials of service.In the event of such actions,the company,its customers
127、 and other third parties could be exposed to liability,litigation,andregulatory or other government action,including debarment,as well as the loss of existing or potential customers,damage to brandand reputation,damage to our competitive position,and other financial loss.In addition,the cost and ope
128、rational consequences ofresponding to cybersecurity incidents and implementing remediation measures could be significant.In the companys industry,security vulnerabilities are increasingly discovered,publicized and exploited across a broad range of hardware,software or otherinfrastructure,elevating t
129、he risk of attacks and the potential cost of response and remediation for the company and its customers.Inaddition,the fast-paced,evolving,pervasive,and sophisticated nature of certain cyber threats and vulnerabilities,as well as thescale and complexity of the business and infrastructure,make it pos
130、sible that certain threats or vulnerabilities will be undetected orunmitigated in time to prevent or minimize the impact of an attack on the company or its customers.Cybersecurity risk to the company and its customers also depends on factors such as the actions,practices and investments ofcustomers,
131、contractors,business partners,vendors,the open source community and other third parties,including,for example,providing and implementing patches to address vulnerabilities.Cybersecurity attacks or other catastrophic events resulting indisruptions to or failures in power,information technology,commun
132、ication systems or other critical infrastructure could result ininterruptions or delays to company,customer,or other third-party operations or services,financial loss,injury or death to personsor property,potential liability,and damage to brand and reputation.Although the company continuously takes
133、significant steps tomitigate cybersecurity risk across a range of functions,such measures can never eliminate the risk entirely or provide absolutesecurity.As a global enterprise,the regulatory environment with regard to cybersecurity,privacy,AI and data protection issues isincreasingly complex and
134、will continue to impact the companys business,including through increased risk,increased costs,andexpanded or otherwise altered compliance obligations,including with respect to the increased regulatory activity around thesecurity of critical infrastructure,IoT devices,customer industries(e.g.,financ
135、ial services)and various customer and governmentsupply chain security programs.As the reliance on data grows for the company and our clients,the potential impact of regulationson the companys business,risks,and reputation will grow accordingly.The enactment and expansion of cybersecurity,AI,dataprot
136、ection and privacy laws,regulations and standards around the globe will continue to result in increased compliance costs,including due to an increased focus on international data transfer mechanisms and data location;increased cybersecurityrequirements and reporting obligations;the lack of harmoniza
137、tion of such laws and regulations;the increase in associated litigationand enforcement activity by governments and private parties;the potential for damages,fines and penalties and debarment;and thepotential regulation of new and emerging technologies.Any additional costs and penalties associated wi
138、th increased compliance,enforcement,and risk reduction could make certain offerings less profitable or increase the difficulty of bringing certain offeringsto market or maintaining certain offerings.Risks Related to Laws and RegulationsThe Company Could Incur Substantial Costs Related to Climate Cha
139、nge and Other Environmental Matters:IBM,like othercompanies,is subject to potential climate-related risks and costs such as those resulting from increased severe weather events,prolonged changes in temperature,new regulations affecting hardware products and data centers,carbon taxes,and increasedenv
140、ironmental disclosures requested or required by clients,regulators and others.The company is also subject to various federal,state,local and foreign laws and regulations concerning the discharge of materials into the environment or otherwise related toenvironmental protection,including the U.S.Super
141、fund law.The company could incur substantial costs,including cleanup costs,fines and civil or criminal sanctions,as well as third-party claims for property damage or personal injury,if it were to violate orbecome liable under environmental laws and regulations.We do not72025/1/17 15:32ibm-20231231ht
142、tps:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm12/442025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm13/44Table of Contentsexpect climate change or compliance with environmental laws and regulations focused on c
143、limate change to have adisproportionate effect on the company or its financial position,results of operations and competitive position.Tax Matters Could Impact the Companys Results of Operations and Financial Condition:The company is subject to incometaxes in both the United States and numerous fore
144、ign jurisdictions.IBMs provision for income taxes and cash tax liability in thefuture could be adversely affected by numerous factors including,but not limited to,income before taxes being lower thananticipated in countries with lower statutory tax rates and higher than anticipated in countries with
145、 higher statutory tax rates,changes in the valuation of deferred tax assets and liabilities,and changes in tax laws,regulations,accounting principles orinterpretations thereof,which could adversely impact the companys results of operations and financial condition in future periods.The Organization f
146、or Economic Cooperation and Development(OECD)is issuing guidelines that are different,in some respects,than long-standing international tax principles.As countries unilaterally amend their tax laws to adopt certain parts of the OECDguidelines,this may increase tax uncertainty and may adversely impac
147、t the companys income taxes.Local country,state,provincial or municipal taxation may also be subject to review and potential override by regional,federal,national or similar formsof government.In addition,IBM is subject to the continuous examination of its income tax returns by the United States Int
148、ernalRevenue Service(IRS)and other tax authorities around the world.The company regularly assesses the likelihood of adverseoutcomes resulting from these examinations to determine the adequacy of its provision for income taxes.There can be no assurancethat the outcomes from these examinations will n
149、ot have an adverse effect on the companys provision for income taxes and cashtax liability.The Company Is Subject to Legal Proceedings and Investigatory Risks:As a company with a substantial employee populationand with clients in more than 175 countries,IBM is or may become involved as a party and/o
150、r may be subject to a variety ofclaims,demands,suits,investigations,tax matters and other proceedings that arise from time to time in the ordinary course of itsbusiness.The risks associated with such legal proceedings are described in more detail in note R,“Commitments&Contingencies,”in IBMs 2023 An
151、nual Report to Stockholders.The company believes it has adopted appropriate risk managementand compliance programs.Legal and compliance risks,however,will continue to exist and additional legal proceedings and othercontingencies,the outcome of which cannot be predicted with certainty,may arise from
152、time to time.Risks Related to Financing and Capital Markets ActivitiesThe Companys Results of Operations and Financial Condition Could Be Negatively Impacted by Its U.S.and non-U.S.Pension Plans:Adverse financial market conditions and volatility in the credit markets may have an unfavorable impact o
153、n thevalue of the companys pension trust assets and its future estimated pension liabilities.As a result,the companys financial resultsin any period could be negatively impacted.In addition,in a period of an extended financial market downturn,the company couldbe required to provide incremental pensi
154、on plan funding with resulting liquidity risk which could negatively impact the companysfinancial flexibility.Further,the companys results could be negatively impacted by premiums for mandatory pension insolvencyinsurance coverage outside the United States.Premium increases could be significant due
155、to the level of insolvencies of unrelatedcompanies in the country at issue.IBMs 2023 Annual Report to Stockholders includes information about potential impacts frompension funding and the use of certain assumptions regarding pension matters.The Company Is Exposed to Currency and Financing Risks That
156、 Could Impact Its Revenue and Business:The companyderives a significant percentage of its revenues and costs from its affiliates operating in local currency environments,and thoseresults are affected by changes in the relative values of non-U.S.currencies and the U.S.dollar,as well as sudden shifts
157、in regionalor global economic activity.Further,inherent in the companys financing business are risks related to the concentration of credit,client creditworthiness,interest rate and currency fluctuations on the associated debt and liabilities and the determination ofresidual values.The company emplo
158、ys a number of strategies to manage these risks,including the use of derivative financialinstruments,which involve the risk of non-performance by the counterparty.In addition,there can be no assurance that thecompanys efforts to manage its currency and financing risks will be successful.The Companys
159、 Financial Performance Could Be Impacted by Changes in Market Liquidity Conditions and by CustomerCredit Risk on Receivables:The companys financial performance is exposed to a wide variety of industry sector dynamicsworldwide,including sudden shifts in regional or global economic activity.The compan
160、ys earnings and cash flows,as well as itsaccess to funding,could be negatively impacted by changes in market liquidity conditions.IBMs 2023 Annual Report toStockholders includes information about the companys liquidity position.The companys client base includes many enterprisesworldwide,from small a
161、nd medium businesses to the worlds largest organizations and governments,with a significant portion ofthe companys revenue coming from global clients across many sectors.Most of82025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm14/44Table of C
162、ontentsthe companys sales are on an open credit basis,and the company performs ongoing credit evaluations of its clients financialconditions.If the company becomes aware of information related to the creditworthiness of a major customer,or if future actualdefault rates on receivables in general diff
163、er from those currently anticipated,the company may have to adjust its allowance forcredit losses,which could affect the companys consolidated net income in the period the adjustments are made.Risks Related to the Spin-Off of Kyndryl Holdings,Inc.If the Kyndryl Holdings,Inc.Spin-off Fails to Qualify
164、 for Tax-free Treatment,It Could Result in Substantial Tax Liability forthe Company and Its Stockholders:In connection with the spin-off of Kyndryl Holdings,Inc.,the company obtained a private letterruling from the IRS and an opinion from its tax advisor,in each case to the effect that,for U.S.feder
165、al income tax purposes,thespin-off will qualify as a tax-free reorganization under sections 368(a)(1)(D)and 355 of the Internal Revenue Code of 1986,asamended.The IRS private letter ruling and the opinion rely on certain facts,assumptions,representations and undertakings fromKyndryl Holdings,Inc.and
166、 the company regarding the past and future conduct of the companies respective businesses and othermatters.If any of these facts,assumptions,representations,or undertakings are incorrect or not satisfied,the conclusions reached inthe IRS private letter ruling and/or the opinion could be jeopardized.
167、If the spin-off is determined to be taxable for U.S.federalincome tax purposes,the companys stockholders that are subject to U.S.federal income tax and the company could incursignificant U.S.federal income tax liabilities.Risks Related to Ownership of IBM SecuritiesRisk Factors Related to IBM Securi
168、ties:The company and its subsidiaries issue debt securities in the worldwide capitalmarkets from time to time,with a variety of different maturities and in different currencies.The value of the companys debtsecurities fluctuates based on many factors,including the methods employed for calculating pr
169、incipal and interest,the maturity ofthe securities,the aggregate principal amount of securities outstanding,the redemption features for the securities,the level,direction and volatility of interest rates,changes in exchange rates,exchange controls,governmental and stock exchangeregulations and other
170、 factors over which the company has little or no control.The companys ability to pay interest and repay theprincipal for its debt securities is dependent upon its ability to manage its business operations,as well as the other risks describedunder this Item 1A.entitled“Risk Factors.”There can be no a
171、ssurance that the company will be able to manage any of these riskssuccessfully.The company also issues its common stock from time to time in connection with various compensation plans,contributions toits pension plan and certain acquisitions.The market price of IBM common stock is subject to signif
172、icant volatility,due to otherfactors described under this Item 1A.entitled“Risk Factors,”as well as economic and geopolitical conditions generally,tradingvolumes,speculation by the press or investment community about the companys financial condition,and other factors,many ofwhich are beyond the comp
173、anys control.Since the market price of IBMs common stock fluctuates significantly,stockholders maynot be able to sell the companys stock at attractive prices.In addition,changes by any rating agency to the companys outlook or credit ratings can negatively impact the value andliquidity of both the co
174、mpanys debt and equity securities.The company does not make a market in either its debt or equitysecurities and cannot provide any assurances with respect to the liquidity or value of such securities.Item 1B.Unresolved Staff Comments:Not applicable.Item 1C.Cybersecurity:Risk Management and StrategyC
175、ybersecurity is a critical part of risk management at IBM and is integrated with the companys overall enterprise riskmanagement framework.The Board of Directors and the Audit Committee of the Board are responsible for overseeingmanagements execution of cybersecurity risk management and for assessing
176、 IBMs approach to risk management.Seniormanagement is responsible for assessing and managing IBMs exposure to cybersecurity risks on an ongoing basis.From an enterprise perspective,we implement a multi-faceted risk management approach based on the National Institute ofStandards and Technology Cybers
177、ecurity Framework.We have established policies and procedures that provide92025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm15/442025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm16/44T
178、able of Contentsthe foundation upon which IBMs infrastructure and data are managed.We regularly assess and adjust our technical controls andmethods to identify and mitigate emerging cybersecurity risks.We use a layered approach with overlapping controls to defendagainst cybersecurity attacks and thr
179、eats on IBM networks,end-user devices,servers,applications,data,and cloud solutions.We draw heavily on our own commercial security solutions and services to manage and mitigate cybersecurity risks.IBMmaintains a Security Operations Center(“SOC”)that monitors for threats to IBMs networks and systems,
180、utilizing threatintelligence provided by a range of sources,including the IBM Security X-Force Exchange platform,which maintains one of thelargest compilations of threat intelligence in the world.We also rely on tools licensed from third party security vendors to monitorand manage cybersecurity risk
181、s.We periodically engage third parties to supplement and review our cybersecurity practices andprovide relevant certifications.We have a global incident response process,managed by IBMs Computer Security Incident Response Team(“CSIRT”),thatrelies primarily on internal expertise to respond to cyberse
182、curity threats and attacks.We utilize a combination of online training,educational tools,videos and other awareness initiatives to foster a culture of security awareness and responsibility among ourworkforce,including responsibility for reporting suspicious activity.IBM has a third party supplier ri
183、sk management program to oversee and identify risks from cybersecurity threats associatedwith its use of third party service providers and vendors.Risks are assessed and prioritized based,among other things,on the typeof offering/engagement,supplier assessments,threat intelligence,and industry pract
184、ices.As discussed in greater detail in Item 1A.,Risk Factors,the company faces numerous and evolving cybersecurity threats,including risks originating from intentional acts of criminal hackers,hacktivists,nation states and competitors;from intentional andunintentional acts or omissions of customers,
185、contractors,business partners,vendors,employees and other third parties;and fromerrors in processes or technologies,as well as the risks associated with an increase in the number of customers,contractors,business partners,vendors,employees and other third parties working remotely.While the company c
186、ontinues to monitor for,identify,investigate,respond to and remediate cybersecurity risks,including incidents and vulnerabilities,there have not been anythat have had a material adverse effect on the company,though there is no assurance that there will not be cybersecurity risks thatwill have a mate
187、rial adverse effect in the future.GovernanceIBMs Enterprise&Technology Security(“E&TS”)organization has oversight responsibility for the security of both IBMsinternal systems and external offerings and works across all of the organizations within the company to protect IBM,its brand,andits clients a
188、gainst cybersecurity risks.E&TS also addresses cybersecurity risks associated with third party suppliers.For thesepurposes,E&TS includes a dedicated Chief Information Security Officer(“CISO”)whose team is responsible for leadingenterprise-wide information security strategy,policy,standards,architect
189、ure,and processes for IBMs internal systems.The CISOmanages the CSIRT.The CISO also manages the Product Security Incident Response Team(“PSIRT”),which focuses on productvulnerabilities potentially affecting the security of offerings sold to customers.IBM also has Business Information SecurityOfficer
190、s(“BISO”)who coordinate with the Office of the CISO on security issues specific to particular business segments.The CSIRT team,together with the Office of the Chief Information Officer(“CIO”),Cyber Legal,Corporate Security,andBISOs,engages in on-going reviews of incidents,threat intelligence,detecti
191、ons,and vulnerabilities,including to assess client andregulatory impact.Events of interest are promptly reported to the Senior Vice President(“SVP”)for Legal&Regulatory Affairsand General Counsel(“GC”)and the SVP overseeing cybersecurity(“SVP Sponsor”).Incidents are delegated to an appropriate incid
192、ent response team for assessment,investigation,and remediation.Depending onthe nature of the matter,the incident response team may include individuals from E&TS,the Office of the CISO,the Office of theCIO,Cyber Legal,Business Units,the Chief Privacy Office,Human Resources,Procurement,Finance and Ope
193、rations,andCorporate Security.The incident response teams advise and consult with the GC and the SVP Sponsor,as appropriate.The Cybersecurity Advisory Committee(“CAC”)meets regularly and is responsible for overseeing management of theCompanys cybersecurity risk.The CAC is composed of,among others,SV
194、Ps from the major business units,the SVP Sponsor,andthe GC.The CAC is responsible for,among other things,setting the Companys governance structure for managing cybersecurityrisk and reviewing noteworthy cybersecurity incidents and strategies to prevent recurrence.IBM management responsible formanagi
195、ng cybersecurity risk reflects a cross-section of functions from across the organization102025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm17/44Table of Contentswith significant experience in managing such risk as well as the technologies und
196、erlying these risks.They also hold leadershippositions outside of IBM in the field of cybersecurity,serving on governing and advisory boards of public and private institutions atthe forefront of issues related to cybersecurity,including technology development,cybersecurity policy,and national securi
197、ty.The Board of Directors and the Audit Committee oversees the cyber governance process.Leadership from E&TS,includingthe CISO,make regular presentations to the Audit Committee and the full Board on identification,management,and remediation ofcybersecurity risks,both internal and external,as well as
198、 threat intelligence,emerging global policies and regulations,cybersecurity technologies,and best practices.In addition,senior management provides briefings as needed to the AuditCommittee Chair,the Audit Committee,and,as appropriate,the full Board,on cybersecurity issues and incidents of potentiali
199、nterest.Item 2.Properties:IBMs corporate headquarters are located at an owned site in Armonk,New York.As of December 31,2023,in aggregate,weowned or leased facilities for current use consisting of approximately 44 million square feet worldwide.At December 31,2023,IBMs facilities in the U.S.had aggre
200、gate floor space of approximately 18 million square feet,ofwhich approximately 9 million was owned and 9 million was leased.Outside the U.S.,facilities totaled approximately 26 millionsquare feet,of which 4 million was owned and 22 million was leased.This space is primarily used for sales and distri
201、bution,manufacturing and development,data processing services including the companys cloud centers,research and other administrativeand general support purposes.Our facilities are utilized for current operations of all business segments.Continuous optimization,maintenance and upgrading of facilities
202、 are essential to maintain our technological leadership,improve productivity and meet customer demand.We believe that in all material respects our properties have been satisfactorilymaintained,are in good condition and are suitable for our operations.Item 3.Legal Proceedings:Refer to note R,“Commitm
203、ents&Contingencies,”on pages 95 to 97 of IBMs 2023 Annual Report to Stockholders,which isincorporated herein by reference.Item 4.Mine Safety Disclosures:Not applicable.112025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm18/44Table of ContentsP
204、ART IIItem 5.Market for the Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of EquitySecurities:Refer to page 123 of IBMs 2023 Annual Report to Stockholders,which is incorporated herein by reference solely as it relatesto this item.IBM common stock is listed on the New Yor
205、k Stock Exchange and the NYSE Chicago under the symbol“IBM.”There were378,481 common stockholders of record at February 9,2024.The following table provides information relating to the companys repurchase of common stock for the fourth quarter of2023.Total Numberof SharesPurchasedAveragePrice Paidper
206、 ShareTotal Numberof SharesPurchasedas Part of PubliclyAnnouncedProgramApproximateDollar Valueof Shares thatMay Yet BePurchasedUnderthe Program October 1,2023October 31,2023$2,007,611,768 November 1,2023November 30,2023$2,007,611,768 December 1,2023December 31,2023$2,007,611,768 Total$(1)On October
207、30,2018,the Board of Directors authorized$4.0 billion in funds for use in the companys common stock repurchase program.The company statedthat it would repurchase shares on the open market or in private transactions depending on market conditions.The common stock repurchase program does nothave an ex
208、piration date.This table does not include shares tendered to satisfy the exercise price in connection with cashless exercises of employee stock optionsor shares tendered to satisfy tax withholding obligations in connection with employee equity awards.The company suspended its share repurchase progra
209、m atthe time of the Red Hat closing in 2019.Item 6.ReservedItem 7.Managements Discussion and Analysis of Financial Condition and Results of Operations:Refer to pages 6 through 40 of IBMs 2023 Annual Report to Stockholders,which are incorporated herein by reference.Item 7A.Quantitative and Qualitativ
210、e Disclosures About Market Risk:Refer to the section titled“Market Risk”on pages 36 and 37 of IBMs 2023 Annual Report to Stockholders,which isincorporated herein by reference.Item 8.Financial Statements and Supplementary Data:Refer to pages 44 through 121 of IBMs 2023 Annual Report to Stockholders,w
211、hich are incorporated herein by reference.Alsorefer to the Financial Statement Schedule on page S-1 of this Form 10-K.Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure:Not applicable.Item 9A.Controls and Procedures:The companys management evaluated,with the
212、participation of the Chief Executive Officer and Chief Financial Officer,theeffectiveness of the companys disclosure controls and procedures as of the end of the period covered by this(1)122025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm19/4
213、42025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm20/44Table of Contentsreport.Based on that evaluation,the Chief Executive Officer and Chief Financial Officer have concluded that the companysdisclosure controls and procedures were effective
214、as of the end of the period covered by this report.Refer to“Report of Management”and“Report of Independent Registered Public Accounting Firm”on pages 41 through 44 ofIBMs 2023 Annual Report to Stockholders,which are incorporated herein by reference.There has been no change in thecompanys internal co
215、ntrol over financial reporting that occurred during the fourth fiscal quarter that has materially affected,or isreasonably likely to materially affect,the companys internal control over financial reporting.Item 9B.Other Information:Not applicable.Item 9C.Disclosure Regarding Foreign Jurisdictions th
216、at Prevent Inspections:Not applicable.132025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm21/44Table of ContentsPART IIIItem 10.Directors,Executive Officers and Corporate Governance:Refer to the information under the captions“Election of Direc
217、tors for a Term of One Year,”“Governance and the BoardCommittees of the Board,”“Governance and the BoardDelinquent Section 16(a)Reports:None,”“Governance and the BoardCorporate Governance”and“Frequently Asked QuestionsHow do I submit an item of business for the 2025 Annual Meeting?”inIBMs definitive
218、 Proxy Statement to be filed with the SEC and delivered to stockholders in connection with the Annual Meeting ofStockholders to be held April 30,2024,all of which information is incorporated herein by reference.Also refer to Item 1 of thisForm 10-K under the caption“Information About Our Executive O
219、fficers(at February 26,2024)”on page 3 for additionalinformation on the companys executive officers.Item 11.Executive Compensation:Refer to the information under the captions“2023 Summary Compensation Table and Related Narrative,”“2023 SummaryCompensation Table,”“2023 Compensation Discussion and Ana
220、lysis,”“2023 Grants of Plan-Based Awards Table,”“2023Outstanding Equity Awards at Fiscal Year-End Table,”“2023 Option Exercises and Stock Vested Table,”“2023 Retention PlanTable,”“2023 Pension Benefits Narrative,”“2023 Pension Benefits Table,”“2023 Nonqualified Deferred CompensationNarrative,”“2023
221、Nonqualified Deferred Compensation Table,”“2023 Potential Payments Upon Termination Narrative,”“2023Potential Payments Upon Termination Table,”“Governance and the BoardCompensation Committee Interlocks and InsiderParticipation:None,”“Compensation Program as It Relates to Risk,”“2023 Executive Compen
222、sationReport of the ExecutiveCompensation and Management Resources Committee of the Board of Directors,”“Pay Ratio,”and Pay Versus Performance inIBMs definitive Proxy Statement to be filed with the SEC and delivered to stockholders in connection with the Annual Meeting ofStockholders to be held Apri
223、l 30,2024,all of which information is incorporated herein by reference.Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters:Refer to the information under the captions“Ownership of SecuritiesSecurity Ownership of Certain Beneficial Owners”and“Ownersh
224、ip of SecuritiesCommon Stock and Stock-based Holdings of Directors and Executive Officers”in IBMs definitiveProxy Statement to be filed with the SEC and delivered to stockholders in connection with the Annual Meeting of Stockholders tobe held April 30,2024,all of which information is incorporated he
225、rein by reference.142025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm22/44Table of ContentsEQUITY COMPENSATION PLAN INFORMATIONPlan CategoryNumber of securitiesto be issued uponexercise ofoutstanding options,warrants and rights(a)Weighted-ave
226、rageexercise price ofoutstanding options,warrants and rights(b)Number of securitiesremaining availablefor future issuanceunder equitycompensation plans(excluding securitiesreflected in column(a)(c)Equity compensation plans approved by security holdersOptions9,259,638$130.23 RSUs21,624,285N/APSUs 5,2
227、39,655N/ASubtotal36,123,578$130.23 36,957,129Equity compensation plans not approved by securityholdersOptions596,924$130.17 RSUs1,433,358N/APSUs 689,528N/ADCEAP shares198,263N/ASubtotal2,918,073$130.17 13,374,503Total39,041,651$130.23 50,331,632N/A is not applicableRSUs=Restricted Stock Units,includ
228、ing Retention Restricted Stock UnitsPSUs=Performance Share UnitsDCEAP Shares=Promised Fee Shares under the DCEAP(refer to plan description below)(1)In connection with 15 acquisition transactions,356,373 additional share based awards,consisting of stock options,were outstanding at December 31,2023 as
229、 aresult of the Companys assumption of awards granted by the acquired entities.The weighted-average exercise price of these awards was$24.43.The Companyhas not made,and will not make,any further grants or awards of equity securities under the plans of these acquired companies.(2)The numbers included
230、 for PSUs in column(a)above reflect the maximum number payout.Assuming target number payout,the number of securities to beissued upon exercise of PSUs for equity compensation plans approved by security holders is 3,082,150 and for equity compensation plans not approved bysecurity holders is 390,889.
231、For additional information about PSUs,including payout calculations,refer to the information under“2023 SummaryCompensation Table and Related Narrative”in IBMs definitive Proxy Statement to be filed with the SEC and delivered to stockholders in connection with theAnnual Meeting of Stockholders to be
232、 held April 30,2024.The material features of each equity compensation plan under which equity securities are authorized for issuance that wasadopted without stockholder approval are described below:2001 Long-Term Performance Plan(the“2001 Plan”)The 2001 Plan has been used to fund awards for employee
233、s other than senior executives of the Company.Awards for seniorexecutives of the Company have been and will continue to be funded from the stockholder-approved 1999 Long-Term PerformancePlan(the“1999 Plan”);the 1999 Plan is also used to fund awards for employees other than senior executives,otherwis
234、e,theprovisions of the 2001 Plan are identical to the 1999 Plan,including the type of awards that may be granted under the plan(stockoptions,restricted stock and unit awards and long-term performance incentive awards).The 2001 Plan is administered by the Executive Compensation and Management Resourc
235、es Committee of the Board ofDirectors(the“Committee”),and that Committee may delegate to officers of the company certain of its duties,powers andauthority.Payment of awards may be made in the form of cash,stock or combinations thereof and may be deferred with Committeeapproval.Awards are not transfe
236、rable or assignable except(i)by law,will or the laws of descent and distribution,(ii)as a result ofthe disability of the recipient,or(iii)with the approval of the Committee.If the employment of a participant terminates,other than as a result of the death or disability of a participant,all unexercise
237、d,deferred and unpaid awards shall be canceled immediately,unless the award agreement provides otherwise.In(1)(1)(2)(2)152025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm23/442025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/5
238、1143/000005114324000012/ibm-20231231.htm24/44Table of Contentsthe event of the death of a participant or in the event a participant is deemed by the company to be disabled and eligible for benefitsunder the terms of the IBM Long-Term Disability Plan(or any successor plan or similar plan of another e
239、mployer),theparticipants estate,beneficiaries or representative,as the case may be,shall have the rights and duties of the participant under theapplicable award agreement.In addition,unless the award agreement specifies otherwise,the Committee may cancel,rescind,suspend,withhold or otherwise limit o
240、r restrict any unexpired,unpaid,or deferred award at any time if the participant is not incompliance with all applicable provisions of the awards agreement and the 2001 Plan.In addition,awards may be cancelled if theparticipant engages in any conduct or act determined to be injurious,detrimental or
241、prejudicial to any interest of the company.PWCC Acquisition Long-Term Performance Plan(the“PWCC Plan”)The PWCC Plan was adopted by the Board of Directors in connection with the companys acquisition ofPricewaterhouseCoopers Consulting(“PwCC”)from PricewaterhouseCoopers LLP,as announced on October 1,2
242、002.The PWCCPlan has been and will continue to be used solely to fund awards for employees of PwCC who have become employed by thecompany as a result of the acquisition.Awards for senior executives of the company will not be funded from the PWCC Plan.Theterms and conditions of the PWCC Plan are subs
243、tantively identical to the terms and conditions of the 2001 Plan,described above.IBM Red Hat Acquisition Long-Term Performance Plan(the“Red Hat Plan”)The Red Hat Plan was adopted by the Board of Directors in connection with the companys acquisition of Red Hat,Inc.onJuly 9,2019.The Red Hat Plan was u
244、sed solely to fund awards for employees who were not employed by IBM immediately priorto the closing of the acquisition.Awards for senior executives of the company will not be funded from the Red Hat Plan.The termsand conditions of the Red Hat Plan are substantively identical to the terms and condit
245、ions of the 2001 Plan,described above.Amended and Restated Deferred Compensation and Equity Award Plan(the“DCEAP”)The DCEAP was adopted in 1993 and amended and restated effective January 1,2014.Under the Amended and RestatedDCEAP,non-management directors receive Promised Fee Shares in connection wit
246、h deferred annual retainer payments.EachPromised Fee Share is equal in value to one share of the companys common stock.Upon a directors retirement or othercompletion of service as a director,amounts deferred into Promised Fee Shares are payable in either cash and/or shares of thecompanys stock eithe
247、r as lump sum or installments pursuant to the directors distribution election.For additional informationabout the DCEAP,refer to“Director Compensation”in IBMs definitive Proxy Statement to be filed with the SEC and delivered tostockholders in connection with the Annual Meeting of Stockholders to be
248、held April 30,2024.Item 13.Certain Relationships and Related Transactions,and Director Independence:Refer to the information under the captions“IBM Board of Directors,”“Governance and the BoardCommittees of theBoard,”“Governance and the BoardCertain Transactions and Relationships”and“Governance and
249、the BoardCorporateGovernanceIndependent Board”in IBMs definitive Proxy Statement to be filed with the SEC and delivered to stockholders inconnection with the Annual Meeting of Stockholders to be held April 30,2024,all of which information is incorporated herein byreference.Item 14.Principal Accounti
250、ng Fees and Services:Refer to the information under the captions“Report of the Audit Committee of the Board of Directors”and“Audit and Non-Audit Fees”in IBMs definitive Proxy Statement to be filed with the SEC and delivered to stockholders in connection with theAnnual Meeting of Stockholders to be h
251、eld April 30,2024,all of which information is incorporated herein by reference.162025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm25/44Table of ContentsPART IVItem 15.Exhibits,Financial Statement Schedules:(a)The following documents are filed
252、 as part of this report:1.Financial statements from IBMs 2023 Annual Report to Stockholders,which are incorporated herein by reference:Report of Independent Registered Public Accounting Firm PCAOB Firm ID 238(pages 42 through 43).Consolidated Income Statement for the years ended December 31,2023,202
253、2 and 2021(page 44).Consolidated Statement of Comprehensive Income for the years ended December 31,2023,2022 and 2021(page 45).Consolidated Balance Sheet at December 31,2023 and 2022(page 46).Consolidated Statement of Cash Flows for the years ended December 31,2023,2022 and 2021(page 47).Consolidate
254、d Statement of Equity at December 31,2023,2022 and 2021(pages 48 and 49).Notes to Consolidated Financial Statements(pages 50 through 121).2.Financial statement schedule required to be filed by Item 8 of this Form:PageScheduleNumberReport of Independent Registered Public Accounting Firm on Financial
255、Statement Schedule.S-1IIValuation and Qualifying Accounts and Reserves for the years ended December 31,2023,2022,and 2021.All other schedules are omitted as the required matter is not present,the amounts are not significant or the information isshown in the Consolidated Financial Statements or the n
256、otes thereto.3.Exhibits:ReferenceNumber perItem 601 ofRegulation S-KDescription of ExhibitsExhibit Numberin thisForm 10-K(3)Certificate of Incorporation and By-lawsThe Certificate of Incorporation of IBM,is Exhibit 3.1 to Form 10-K,filed February 22,2022,and is hereby incorporated by reference.The B
257、y-Laws of IBM,as amended through December 12,2023,is Exhibit 3.2 to Form 8-K,filed December 12,2023,and is hereby incorporated by reference.(4)Instruments defining the rights of security holdersThe instruments defining the rights of the holders of the 7.00%Debentures due 2025 andthe 7.00%Debentures
258、due 2045 are Exhibits 2 and 3,respectively,to Form 8-K,filed onOctober 30,1995,and are hereby incorporated by reference.The instrument defining the rights of the holders of the 7.125%Debentures due 2096 isExhibit 4.2 to Form 8-K/A,filed on December 6,1996,and is hereby incorporated byreference.The i
259、nstrument defining the rights of the holders of the 6.22%Debentures due 2027 isExhibit 3 to Form 8-K,filed on August 1,1997,and is hereby incorporated by reference.The instrument defining the rights of the holders of the 6.50%Debentures due 2028 isExhibit 2 to Form 8-K,filed on January 8,1998,and is
260、 hereby incorporated by reference.The instrument defining the rights of the holders of the 5.875%Debentures due 2032 isExhibit 3 to Form 8 K,filed on November 26,2002,and is hereby incorporated byreference.172025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/i
261、bm-20231231.htm26/442025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm27/44Table of Contents2025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm28/44The instrument defining the rights of t
262、he holders of the 2.875%Notes due 2025 is Exhibit3 to Form 8-K,filed November 6,2013,and are hereby incorporated by reference.The instruments defining the rights of the holders of the 3.450%Notes due 2026 and the4.700%Notes due 2046 are Exhibits 4.4 and 4.5 to Form 8-K,filed February 18,2016,andare
263、hereby incorporated by reference.The instruments defining the rights of the holders of the 1.125%Notes due 2024 and the1.750%Notes due 2028 are Exhibits 4.2 and 4.3 to Form 8-K,filed March 4,2016,and arehereby incorporated by reference.The instrument defining the rights of the holders of the 0.300%N
264、otes due 2026 is Exhibit4 to Form 8-K,filed November 1,2016,and is hereby incorporated by reference.The instruments defining the rights of the holders of the 3.300%Notes due 2027 is Exhibit4.4 to Form 8-K,filed January 26,2017,and are hereby incorporated by reference.The instruments defining the rig
265、hts of the holders of the 0.950%Notes due 2025,and the1.500%Notes due 2029 are Exhibits 4.1 and 4.2 to Form 8-K,filed May 22,2017,and arehereby incorporated by reference.The instruments defining the rights of the holders of the 0.875%Notes due 2025,the1.250%Notes due 2027 and the 1.750%Notes due 203
266、1 are Exhibits 4.2,4.3 and 4.4 toForm 8-K,filed January 30,2019,and are hereby incorporated by reference.The instruments defining the rights of the holders of the 3.000%Notes due 2024,the3.300%Notes due 2026,the 3.500%Notes due 2029,the 4.150%Notes due 2039 and the4.250%Notes due 2049 are Exhibits 4
267、.4,4.5,4.6,4.7 and 4.8 to Form 8-K,filed May 14,2019,and are hereby incorporated by reference.The instruments defining the rights of the holders of the 0.300%Notes due 2028,the0.650%Notes due 2032 and the 1.200%Notes due 2040 are Exhibits 4.1,4.2 and 4.3 toForm 8-K,filed February 10,2020,and are her
268、eby incorporated by reference.The instruments defining the rights of the holders of the 1.700%Notes due 2027,the1.950%Notes due 2030,the 2.850%Notes due 2040 and the 2.950%Notes due 2050 areExhibits 4.1,4.2,4.3 and 4.4 to Form 8-K,filed May 6,2020,and are hereby incorporatedby reference.The instrume
269、nts defining the rights of the holders of the 0.875%Notes due 2030,the1.250%Notes due 2034,the 2.200%Notes due 2027,the 2.720%Notes due 2032 and the3.430%Notes due 2052 are Exhibits 4.1,4.2,4.3,4.4 and 4.5 to Form 8-K,filed February8,2022,and are hereby incorporated by reference.The instruments defi
270、ning the rights of the holders of the 4.000%Notes due 2025,the4.150%Notes due 2027,the 4.400%Notes due 2032 and the 4.900%Notes due 2052 areExhibits 4.1,4.2,4.3 and 4.4 to Form 8-K,filed July 26,2022,and are hereby incorporatedby reference.The instruments defining the rights of the holders of the 3.
271、375%Notes due 2027,the3.625%Notes due 2031,the 3.750%Notes due 2035,the 4.000%Notes due 2043,the4.875%Notes due 2038,the 4.500%Notes due 2026,the 4.500%Notes due 2028,the4.750%Notes due 2033 and the 5.100%Notes due 2053 are Exhibits 4.1,4.2,4.3,4.4,4.5,4.6,4.7,4.8 and 4.9 to Form 8-K,filed February
272、3,2023,and are hereby incorporated byreference.The instruments defining the rights of the holders of the 4.700%Notes due 2026,the4.600%Notes due 2027,the 4.600%Notes due 2029,the 4.750%Notes due 2031,the4.900%Notes due 2034,the 5.250%Notes due 2044 and the 5.300%Notes due 2054 areExhibits 4.2,4.3,4.
273、4,4.5,4.6,4.7 and 4.8 to Form 8-K,filed February 2,2024,and arehereby incorporated by reference.Indenture dated as of October 1,1993 between IBM and The Bank of New York Mellon,(as successor to The Chase Manhattan Bank(National Association)as Trustee,is Exhibit4.1 to Form 10-Q for the quarter ended
274、September 30,2017,and is hereby incorporated byreference.182025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm29/442025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm30/44Table of Contents
275、First Supplemental Indenture to Indenture dated as of October 1,1993 between IBM andThe Bank of New York Mellon,(as successor to The Chase Manhattan Bank(NationalAssociation)as Trustee,dated as of December 15,1995,is Exhibit 4.2 to Form 10-Q forthe quarter ended September 30,2017,and is hereby incor
276、porated by reference.Indenture dated as of February 2,2024,between IBM International Capital Pte.Ltd.,International Business Machines Corporation,as guarantor,and The Band of New YorkMellon,as trustee,is Exhibit 4.1 to Form 8-K,filed February 2,2024,and is herebyincorporated by reference.Description
277、 of Securities Registered under Section 12 of the Exchange Act.4.1Material contractsThe IBM 2001 Long-Term Performance Plan,a compensatory plan,contained inRegistration Statement No.333-87708 on Form S-8,as such amended plan was filed asExhibit 10.1 to Form 10-Q for the quarter ended September 30,20
278、07,is herebyincorporated by reference.The IBM PWCC Acquisition Long-Term Performance Plan,a compensatory plan,contained in Registration Statement No.333-102872 on Form S-8,as such amended planwas filed as Exhibit 10.2 to Form 10-Q for the quarter ended September 30,2007,ishereby incorporated by refe
279、rence.The IBM Red Hat Acquisition Long-Term Performance Plan,a compensatory plan,contained in Registration Statement No.333-232585 of Form S-8,as such amended planwas filed as Exhibit 4.8 to Form S-8 POS,filed on December 18,2020,is herebyincorporated by reference.The IBM 1999 Long-Term Performance
280、Plan,a compensatory plan,contained inRegistration Statement No.333-30424 on Form S-8,as such amended plan was filed asExhibit 10.3 to Form 10-Q for the quarter ended September 30,2007,is herebyincorporated by reference.The IBM 1997 Long-Term Performance Plan,a compensatory plan,contained inRegistrat
281、ion Statement No.333-31305 on Form S-8,as such amended plan was filed asExhibit 10.4 to Form 10-Q for the quarter ended September 30,2007,is herebyincorporated by reference.The VMTurbo,Inc.Amended and Restated 2008 Stock Plan,a compensatory plan,contained in Registration Statement No.333-259965 on F
282、orm S-8,as such amended andrestated plan was filed as Exhibit 4.3 to Form S-8,filed on October 1,2021,is herebyincorporated by reference.Forms of equity award agreements for(i)stock options,restricted stock,restricted stockunits,cash-settled restricted stock units,SARS,(ii)performance share units an
283、d(iii)retention restricted stock unit awards as well as the Terms and Conditions of LTPP EquityAwards,effective October 1,2018,in connection with the foregoing award agreements,filed as Exhibit 10.1 to Form 10-Q for the quarter ended September 30,2018 are herebyincorporated by reference.Terms and Co
284、nditions of LTPP equity award agreements was filed as Exhibit 10.2 to Form10-Q for the quarter ended March 31,2019,and is hereby incorporated by reference.Forms of equity award agreements for stock options,restricted stock,restricted stock units,cash-settled restricted stock units and SARS,as well a
285、s the Terms and Conditions of LTPPEquity Awards,effective July 15,2019,in connection with the foregoing awardagreements,filed as Exhibit 10.1 to Form 10-Q for the quarter ended June 30,2019,arehereby incorporated by reference.Forms of LTPP equity award agreements for(i)stock options,restricted stock
286、,restrictedstock units,cash-settled restricted stock units,SARS,and(ii)performance share units,aswell as the Terms and Conditions of LTPP Equity Awards,effective October 1,2019,inconnection with the foregoing award agreements,filed as Exhibit 10.1 to Form 10-Q forthe quarter ended September 30,2019,
287、are hereby incorporated by reference.(1)(1)(1)(1)(1)(1)(1)(1)(1)(1)2025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm31/44192025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm32/44Table o
288、f ContentsForm of LTPP equity award agreement for performance share units and the terms andconditions of LTPP Equity Awards,effective December 17,2019,in connection with theforegoing award agreements,filed as Exhibit 10.1 to Form 10-K for the year endedDecember 31,2019,are hereby incorporated by ref
289、erence.Form of LTPP equity award agreement for performance share units and the terms andconditions of LTPP Equity Awards,effective March 2,2020,in connection with theforegoing award agreements,filed as Exhibit 10.1 to Form 10-Q for the quarter endedMarch 31,2020,are hereby incorporated by reference.
290、Terms and Conditions of IBM LTPP Equity Awards,effective June 1,2020,filed asExhibit 10.1 to Form 10-Q for the quarter ended June 30,2020,are hereby incorporated byreference.Terms and Conditions of IBM LTPP Equity Awards,effective June 1,2023,filed asExhibit 10.1 to Form 10-Q for the quarter ended J
291、une 30,2023,are hereby incorporated byreference.Form of LTPP equity award agreement for performance share unites,effective,January 1,2021,filed as Exhibit 10.1 to Form 10-Q for the quarter ended March 1,2021,is herebyincorporated by reference.Forms of LTPP equity award agreements for(i)stock options
292、,restricted stock,restrictedstock units,cash-settled restricted stock units,SARS,(ii)performance share units and(iii)retention restricted stock unit awards,effective June 1,2021,filed as Exhibit 10.1 to theForm 10-Q for the quarter ended June 30,2021,are hereby incorporated by reference.Forms of LTP
293、P equity award agreements for(i)stock options,restricted stock,restrictedstock units,cash-settled restricted stock units,SARS,and(ii)performance share units,aswell as the Terms and Conditions of LTPP Equity Awards,effective January 1,2022,inconnection with the foregoing award agreements,filed as Exh
294、ibit 10.1 to Form 10-K forthe year ended December 31,2021,are hereby incorporated by reference.Forms of LTPP equity award agreements for(i)stock options,restricted stock,restrictedstock units,cash-settled restricted stock units,SARS,and(ii)performance share units,aswell as the Terms and Conditions o
295、f LTPP Equity Awards,effective February 1,2023,inconnection with the foregoing award agreements,filed as Exhibit 10.1 to Form 10-K forthe year ended December 31,2022,are hereby incorporated by reference.Forms of LTPP equity award agreements for(i)stock options,restricted stock units,cash-settled res
296、tricted stock units,SARS,(ii)retention restricted stock units,cash-settledretention restricted stock units,and(iii)performance share units,as well as the Terms andConditions of LTPP Equity Awards,effective July 1,2023,in connection with theforegoing award agreements,filed as Exhibit 10.2 to Form 10-
297、Q for the quarter ended June30,2023,are hereby incorporated by reference.Annual Incentive Program,effective January 1,2023,filed as Exhibit 10.3 for the quarterended June 30,2023,are hereby incorporated by reference.Board of Directors compensatory plans,as described under the caption“Governance of t
298、heBoardDirector Compensation”in IBMs definitive Proxy Statement to be filed with theSecurities and Exchange Commission and delivered to stockholders in connection with theAnnual Meeting of Stockholders to be held April 30,2024,are hereby incorporated byreference.The IBM Non-Employee Directors Stock
299、Option Plan,contained in Registration Statement33-60227 on Form S-8,is hereby incorporated by reference.The IBM Board of Directors Amended and Restated Deferred Compensation and EquityAward Plan,a compensatory plan,as amended and restated effective January 1,2014,which was filed as Exhibit 10.1 to F
300、orm 10-K for the year ended December 31,2013,andis hereby incorporated by reference.Amendment No.1 to the Amended and Restated Deferred Compensation and EquityAward Plan,effective January 30,2018,which was filed as Exhibit 10.1 to Form 10-K forthe year ended December 31,2017,is hereby incorporated b
301、y reference.(1)(1)(1)(1)(1)(1)(1)(1)(1)(1)(1)(1)(1)(1)2025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm33/44202025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm34/44Table of Contents202
302、5/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm35/44Amendment No.2 to the Amended and Restated Deferred Compensation and EquityAward Plan,effective December 13,2022,filed as Exhibit 10.2 to Form 10-K for the yearended December 31,2022,are here
303、by incorporated by reference.The IBM Supplemental Executive Retention Plan,a compensatory plan,as amended andrestated through December 31,2008,which was filed as Exhibit 10.2 to Form 10-K for theyear ended December 31,2008,is hereby incorporated by reference.Amendment No.1 to the IBM Supplemental Ex
304、ecutive Retention Plan,a compensatoryplan,effective December 9,2014,which was filed as Exhibit 10.1 to Form 10-K for theyear ended December 31,2014,and is hereby incorporated by reference.Amendment No.2 to the IBM Supplemental Executive Retention Plan,a compensatoryplan,effective December 31,2023.10
305、.1The IBM Excess Savings Plan,a compensatory plan(formerly the IBM Excess 401(k)Plus Plan),as amended and restated through January 1,2024.10.2The IBM 2003 Employees Stock Purchase Plan,contained in Registration Statement 333-104806 on Form S-8,as amended through April 1,2005,which was filed as Exhib
306、it 10.3to Form 10-Q for the quarter ended March 31,2005,is hereby incorporated by reference.Form of Noncompetition Agreement,filed as Exhibit 10.2 to Form 10-Q for the quarterended March 31,2009,is hereby incorporated by reference.Form of Noncompetition Agreement,filed as Exhibit 10.1 to Form 10-Q f
307、or the quarterended March 31,2012,is hereby incorporated by reference.Form of Noncompetition Agreement,filed as Exhibit 10.2 to Form 10-K for the year endedDecember 31,2015,is hereby incorporated by reference.Form of Noncompetition Agreement,filed as Exhibit 10.3 to Form 10-Q for the quarterended Ju
308、ne 30,2016,is hereby incorporated by reference.Form of Noncompetition Agreement,filed as Exhibit 10.1 to Form 10-K for the year endedDecember 31,2016,is hereby incorporated by reference.Form of Noncompetition Agreement,filed as Exhibit 10.3 to Form 10-K for the year endedDecember 31,2017,is hereby i
309、ncorporated by reference.Form of Noncompetition Agreement,filed as Exhibit 10.2 to Form 10-Q for the quarterended September 30,2018,is hereby incorporated by reference.Form of Noncompetition Agreement,filed as Exhibit 10.2 to Form 10-K for the year endedDecember 31,2019,is hereby incorporated by ref
310、erence.Form of Noncompetition Agreement,filed as Exhibit 10.2 to Form 10-K for the year endedDecember 31,2020,is hereby incorporated by reference.Form of Noncompetition Agreement,filed as Exhibit 10.2 to Form 10-K for the year endedDecember 31,2021,is hereby incorporated by reference.Form of Noncomp
311、etition Agreement,filed as Exhibit 10.4 to Form 10-K for the yearended December 31,2022,is hereby incorporate by reference.Letter Agreement,signed by Gary Cohn and IBM,dated December 24,2020,filed asExhibit 10.3 to Form 10-K for the year ended December 31,2021,is hereby incorporatedby reference.Lett
312、er Agreement,signed by Gary Cohn,dated December 24,2020,filed as Exhibit 10.4 toForm 10-K for the year ended December 31,2021,is hereby incorporated by reference.$2,500,000,000 Three-Year Credit Agreement,dated as of June 22,2021,amongInternational Business Machines Corporation,the Subsidiary Borrow
313、ers parties thereto,the several banks and other financial institutions from time to time parties to suchagreement,JPMorgan Chase Bank,N.A.,as Administrative Agent,BNP Paribas,CitibankN.A.and Royal Bank of Canada,as Syndication Agents,and the Documentation Agentsnamed therein,filed as Exhibit 10.1 to
314、 Form 8-K,filed June 25,2021,is herebyincorporated by reference.(1)(1)(1)(1)(1)(1)(1)(1)(1)(1)(1)(1)(1)(1)(1)(1)(1)(1)(1)212025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm36/442025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data
315、/51143/000005114324000012/ibm-20231231.htm37/44Table of ContentsAmendment No.1 to Three-Year Credit Agreement dated as of June 30,2022,amongInternational Business Machines Corporation,the several banks and other financialinstitutions from time to time parties to such agreement and JPMorgan Chase Ban
316、k,N.A.,as Administrative Agent,filed as Exhibit 10.1 to Form 8-K,filed July 1,2022,is herebyincorporated by reference.Confirmation of Termination Date Extension dated June 15,2023 to$2,500,000,000Three-Year Credit Agreement dated as of June 22,2021(as amended by Amendment No.1to Three-Year Credit Ag
317、reement,dated as of June 30,2022),among IBM,the severalbanks and other financial institutions from time to time parties thereto,JPMorgan ChaseBank,N.A.,as Administrative Agent,BNP Paribas,Citibank N.A.and Royal Bank ofCanada,as Syndication Agents,and the Documentation Agents named therein,filed asEx
318、hibit 10.1 to Form 8-K,filed June 16,2023,is hereby incorporated by reference.$7,500,000,000 Five-Year Credit Agreement,dated as of June 22,2021,amongInternational Business Machines Corporation,the Subsidiary Borrowers parties thereto,the several banks and other financial institutions from time to t
319、ime parties to suchagreement,JPMorgan Chase Bank,N.A.,as Administrative Agent,BNP Paribas,Citibank,N.A.and Royal Bank of Canada,as Syndication Agents,and the Documentation Agentsnamed therein,filed as Exhibit 10.2 to Form 8-K,filed June 25,2021,is herebyincorporated by reference.Amendment No.1 to Fi
320、ve-Year Credit Agreement dated as of June 30,2022,amongInternational Business Machiness Corporation,the several banks and other financialinstitutions from time to time parties to such agreement and JPMorgan Chase Bank,N.A.,as Administrative Agent,filed as Exhibit 10.2 to Form 8-K,filed July 1,2022,i
321、s herebyincorporated by reference.Confirmation of Termination Date Extension dated June 15,2023 to$7,500,000,000 Five-Year Credit Agreement dated as of June 22,2021(as amended by Amendment No.1 toFive-Year Credit Agreement,dated as of June 30,2022),among IBM,the several banksand other financial inst
322、itutions from time to time parties thereto,JPMorgan Chase Bank,N.A.,as Administrative Agent,BNP Paribas,Citibank N.A.and Royal Bank of Canada,asSyndication Agents,and the Documentation Agents named therein,filed as Exhibit 10.2 toForm 8-K,filed June 16,2023,is hereby incorporated by reference.(13)An
323、nual Report to Security Holders 13(21)Subsidiaries of the registrant21(23)Consent of Independent Registered Public Accounting Firm23.1(24)Powers of attorney24.1Resolution of the IBM Board of Directors authorizing execution of this Annual Report onForm 10-K by Powers of Attorney24.2(31)Certification
324、by CEO pursuant to Rule 13A-14(a)or 15D-14(a)of the Securities ExchangeAct of 1934,as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.1Certification by CFO pursuant to Rule 13A-14(a)or 15D-14(a)of the Securities ExchangeAct of 1934,as adopted pursuant to Section 302 of the Sarba
325、nes-Oxley Act of 2002.31.2(32)Certification by CEO pursuant to 18 U.S.C.Section 1350,as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.32.1Certification by CFO pursuant to 18 U.S.C.Section 1350,as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.32.2(97)Internationa
326、l Business Machines Corporation Executive Officer Compensation RecoveryPolicy97101.INS XBRL Instance Document the instance document does not appear on the InteractiveData File because its XBRL tags are embedded within the Inline XBRL document.101.SCH XBRL Taxonomy Extension Schema Document(2)222025/
327、1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm38/442025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm39/44Table of Contents101.CAL XBRL Taxonomy Extension Calculation Linkbase Document101
328、.DEF XBRL Taxonomy Extension Definition Linkbase Document101.LAB XBRL Taxonomy Extension Label Linkbase Document101.PRE XBRL Taxonomy Extension Presentation Linkbase Document101104 Cover Page Interactive Data File-the cover page interactive data file does not appear inthe Interactive Data file becau
329、se its XBRL tags are embedded within the Inline XBRLdocument.104(1)Management contract or compensatory plan or arrangement.(2)The Performance Graphs,set forth on page 122 of IBMs 2023 Annual Report to Stockholders,are deemed to be furnished but not filed.Item 16.Form 10-K Summary:None.232025/1/17 15
330、:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm40/44Table of Contents1 of 2SIGNATURESPursuant to the requirements of Section 13 or 15(d)of the Securities Exchange Act of 1934,the registrant has duly caused thisreport to be signed on its behalf by the u
331、ndersigned,thereunto duly authorized.INTERNATIONAL BUSINESS MACHINESCORPORATION(Registrant)By:/s/NICOLS A.FEHRINGNicols A.FehringVice President and Controller(Chief Accounting Officer)Date:February 26,2024Pursuant to the requirements of the Securities Exchange Act of 1934,this report has been signed
332、 below by the followingpersons on behalf of the registrant and in the capacities and on the dates indicated.SignatureTitleDate/s/ARVIND KRISHNAChairman of the Boardand Chief Executive OfficerFebruary 26,2024Arvind Krishna/s/JAMES J.KAVANAUGHSenior Vice President and ChiefFinancial Officer,Finance an
333、d OperationsFebruary 26,2024James J.Kavanaugh/s/NICOLS A.FEHRINGVice President and Controller(Chief Accounting Officer)February 26,2024Nicols A.Fehring2025/1/17 15:32ibm-20231231https:/www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231.htm41/44Table of Contents2 of 2Board of DirectorsBy:/s/FRANK SEDLARCIKFrank SedlarcikMarianne C.BrownDirectorAttorney-in-factFebruary 26,2024Thom
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