IBM 10-K Annual Report Dec. 31, 2017 | Alphaminr
INTERNATIONAL BUSINESS MACHINES CORP
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IBM 10-K Fiscal year ended Dec. 31, 2017

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INTERNATIONAL BUSINESS MACHINES CORP
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TABLE OF CONTENTS
Part IItem 1. Business:Item 1A. Risk Factors:Item 1B. Unresolved Staff Comments:Item 2. Properties:Item 3. Legal Proceedings:Item 4. Mine Safety Disclosures:Part IIItem 5. Market For The Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities:Item 6. Selected Financial Data:Item 7. Management's Discussion and Analysis Of Financial Condition and Results Of Operations:Item 7A. Quantitative and Qualitative Disclosures About Market Risk:Item 8. Financial Statements and Supplementary Data:Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure:Item 9A. Controls and Procedures:Item 9B. Other Information:Part IIIItem 10. Directors, Executive Officers and Corporate Governance:Item 11. Executive Compensation:Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters:Item 13. Certain Relationships and Related Transactions, and Director Independence:Item 14. Principal Accounting Fees and Services:Part IVItem 15. Exhibits, Financial Statement Schedules:Item 16. Form 10-k Summary:

Exhibits

The Certificate of Incorporation of IBM is Exhibit 3.2 to Form 8-K filed April27, 2007, and is hereby incorporated by reference. The By-laws of IBM, as amended through December12, 2017, is Exhibit3.2 to Form 8-K filed December15, 2017, and is hereby incorporated by reference. The instruments defining the rights of the holders of the 7.00% Debentures due 2025 and the 7.00% Debentures due 2045 are Exhibits 2 and 3, respectively, to Form 8-K, filed on October 30, 1995, and are hereby incorporated by reference. The instrument defining the rights of the holders of the 7.125% Debentures due 2096 is Exhibit 4.2 to Form 8-K/A, filed on December 6, 1996, and is hereby incorporated by reference. The instrument defining the rights of the holders of the 6.22% Debentures due 2027 is Exhibit 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 is Exhibit 2 to Form 8-K, filed on January 8, 1998, and is hereby incorporated by reference. The instrument defining the rights of the holders of the 2.900% Notes due 2021 is Exhibit3.1 to Form8-K, filed October31, 2011, and is hereby incorporated by reference. The instrument defining the rights of the holders of the 1.875% Notes due 2019 is Exhibit 3.1 to Form8-K, filed May10, 2012, and is hereby incorporated by reference. The instruments defining the rights of the holders of the 1.875% Notes due 2022 is Exhibit2.1 to Form8-K, filed July27, 2012, and is hereby incorporated by reference. The instrument defining the rights of the holders of the 1.375% Notes due 2019 is Exhibit2.1 to Form8-K, filed November16, 2012, and is hereby incorporated by reference. The instrument defining the rights of the holders of the 1.250% Notes due 2018 is Exhibits2.1 to Form 8-K, filed February7, 2013, and is hereby incorporated by reference. The instrument defining the rights of the holders of the 1.625% Notes due 2020 is 3.1 to Form8-K, filed May6, 2013, and is hereby incorporated by reference. The instrument defining the rights of the holders of the 3.375% Notes due 2023 is Exhibit2 to Form8-K, filed July31, 2013, and is hereby incorporated by reference. The instruments defining the rights of the holders of the 1.875% Notes due 2020 and 2.875% Notes due 2025 are Exhibits2.1 and 3.1 to Form8-K, filed November6, 2013, and are hereby incorporated by reference. The instrument defining the rights of the holders of the 2.750% Notes due 2020 is Exhibit2 to Form8-K, filed November20, 2013, and is hereby incorporated by reference. The instruments defining the rights of the holders of the 1.950% Notes due 2019, Floating Rate Notes due 2019 and 3.625% due 2024 are Exhibits 3, 4 and 5 to Form 8-K, filed February 11, 2014, and are hereby incorporated by reference. The instrument defining the rights of the holders of the Floating Rate Notes due 2021 is Exhibit2 to Form8-K, filed November5, 2014, and is hereby incorporated by reference. The instrument defining the rights of the holders of the 1.25% Notes due 2023 is Exhibit2 to Form8-K, filed November25, 2014, and is hereby incorporated by reference. The instruments defining the rights of the holders of the 1.125% Notes due 2018 and Floating Rate Notes due 2018 are Exhibits2 and 3 to Form8-K, filed February5, 2015, and are hereby incorporated by reference. The instrument defining the rights of the holders of the 2.625% Notes due 2022 is Exhibit2 to Form8-K, filed on August4, 2015, and is hereby incorporated by reference. The instrument defining the rights of the holders of the 2.875% Notes due 2022 is Exhibit2 to Form8-K, filed on November6,2015, and is hereby incorporated by reference. The instruments defining the rights of the holders of the 1.800% Notes due 2019, 2.250% Notes due 2021, 3.450% Notes due 2026 and 4.700% Notes due 2046 are Exhibits 4.2, 4.3, 4.4 and 4.5 to Form8-K filed February18, 2016, and are hereby incorporated by reference. The instruments defining the rights of the holders of the 0.500% Notes due 2021, 1.125% Notes due 2024 and 1.750% Notes due 2028 are Exhibits 4.1, 4.2 and 4.3 to Form8-K filed March4, 2016 and are hereby incorporated by reference. The instrument defining the rights of the holders of the 0.30% Notes due 2026 is Exhibit4 to Form8-K filed November1, 2016 and is hereby incorporated by reference. Indenture dated as of October1, 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 Form10-Q for the quarter ended September30, 2017, and is hereby incorporated by reference. First Supplemental Indenture to Indenture dated as of October1, 1993 between IBM and The Bank of New York Mellon, (as successor to The Chase Manhattan Bank (National Association)) as Trustee, dated as of December15, 1995, is Exhibit4.2 to Form10-Q for the quarter ended September30, 2017, and is hereby incorporated by reference. The IBM 2001 Long-Term Performance Plan, a compensatory plan, contained in Registration Statement No.333-87708 on Form S-8, as such amended plan was filed as Exhibit10.1 to Form 10-Q for the quarter ended September30, 2007, is hereby incorporated by reference.* The IBM PWCC Acquisition Long-Term Performance Plan, a compensatory plan, contained in Registration Statement No.333-102872 on FormS-8, as such amended plan was filed as Exhibit10.2 to Form10-Q for the quarter ended September30, 2007, is hereby incorporated by reference.* The IBM 1999 Long-Term Performance Plan, a compensatory plan, contained in Registration Statement No.333-30424 on Form S-8, as such amended plan was filed as Exhibit10.3 to Form 10-Q for the quarter ended September30, 2007, is hereby incorporated by reference.* The IBM 1997 Long-Term Performance Plan, a compensatory plan, contained in Registration Statement No.333-31305 on FormS-8, as such amended plan was filed as Exhibit 10.4 to Form 10-Q for the quarter ended September30, 2007, is hereby incorporated by reference.* Forms of LTPP equity award agreements for (i)stock options, restricted stock, restricted stock units, cash-settled restricted stock units, SARS and (ii)retention restricted stock unit awards. Such equity award agreement forms and the related terms and conditions document, effective June9, 2014, were filed under Exhibit 10.1 as Exhibit10.2 to Form10-Q for the quarter ended March31, 2014, are hereby incorporated by reference.* Form of LTPP equity award agreement for performance share units was filedas Exhibit 10.1 to Form 10-Q for the quarter ended March31, 2015, and is hereby incorporated by reference.* Terms and Conditions of LTPP equity award agreements was filed as Exhibit 10.1 to Form 10-Q for the quarter ended June30, 2016, and is hereby incorporated by reference.* The IBM Non-Employee Directors Stock Option Plan, contained in Registration Statement 33-60227 on FormS-8, is hereby incorporated by reference.* The IBM Board of Directors Deferred Compensation and Equity Award Plan, a compensatory plan, as amended and restated effective January1, 2014, which was filed as Exhibit 10.1 to Form 10-K for the year ended December31, 2013, and is hereby incorporated by reference.* Amendment No.1 to the Amended and Restated Deferred Compensation and Equity Award Plan, effective January30, 2018 10.1 The IBM Supplemental Executive Retention Plan, a compensatory plan, as amended and restated through December31, 2008, which was filed as Exhibit10.2 to Form10-K for the year ended December31, 2008, is hereby incorporated by reference.* Amendment No.1 to the IBM Supplemental Executive Retention Plan, a compensatory plan, effective December9, 2014, which was filed as Exhibit 10.1 to the Form 10-K for the year ended December 31, 2014, and is hereby incorporated by reference.* The IBM Excess 401(k) Plus Plan, a compensatory plan (formerly the IBM Executive Deferred Compensation Plan), as amended and restated through January1, 2010, which was filed as Exhibit10.1 to the Form10-K for the year ended December31, 2009 contained in Registration Statement No.333-171968 on Form S-8, is hereby incorporated by reference.* Amendment No.1 to the IBM Excess 401(k) Plus Plan, a compensatory plan, effective January1, 2013 which was filed as Exhibit10.1 to the Form 10-K for the year ended December 31, 2012, and is hereby incorporated by reference.* Amendment No.2 to the IBM Excess 401(k) Plus Plan, a compensatory plan, effective January1, 2013 which was filed as Exhibit10.2 to the Form 10-K for the year ended December 31, 2012, and is hereby incorporated by reference.* Amendment No.3 to the IBM Excess 401(k) Plus Plan, a compensatory plan, effective January1, 2013 which was filed as Exhibit10.2 to the Form 10-K for the year ended December31, 2013, and is hereby incorporated by reference.* Amendment No.4 to the IBM Excess 401(k) Plus Plan, a compensatory plan, dated as of February25, 2014, which was filed as Exhibit 10.1 to the Form 10-Q for the quarter ended March31, 2014, and is hereby incorporated by reference.* Amendment No.5 to the IBM Excess 401(k) Plus Plan, a compensatory plan, dated as of December9, 2014 , which was filed as Exhibit 10.2 to the Form 10-K for the year ended December 31, 2014, and is hereby incorporated by reference.* Amendment No. 6 to the IBM Excess 401(k) Plus Plan, a compensatory plan, dated as of December18, 2015, which was filed as Exhibit10.1 to the Form10-K for the year ended December31, 2015, and is hereby incorporated by reference.* Amendment No.7 to the IBM Excess 401 (k)Plus Plan, a compensatory plan, dated as of June30, 2016, which was filed as Exhibit10.2 to the Form10-Q for the quarter ended June30, 2016, and is hereby incorporated by reference.* Amendment No. 8 to the IBM Excess 401(k) Plus Plan, a compensatory plan, dated as of December31, 2017* 10.2 The IBM 2003 Employees Stock Purchase Plan, contained in Registration Statement 333-104806 on Form S-8, as amended through April1, 2005, which was filed as Exhibit10.3 to Form10-Q for the quarter ended March31, 2005, is hereby incorporated by reference.* Form of Noncompetition Agreement, filed as Exhibit10.2 to Form10-Q for the quarter ended March31, 2009, is hereby incorporated by reference.* Form of Noncompetition Agreement, filed as Exhibit10.1 to Form10-Q for the quarter ended March31, 2012, is hereby incorporated by reference.* Form of Noncompetition Agreement, filed as Exhibit10.2 to the Form10-K for the year ended December31, 2015, is hereby incorporated by reference.* Form of Noncompetition Agreement, filed as Exhibit10.3 to Form10-Q for the quarter ended June30, 2016, is hereby incorporated by reference.* Form of Noncompetition Agreement, filed as Exhibit10.1 to Form10-K for the year ended December31, 2016, is hereby incorporated by reference.* Form of Noncompetition Agreement* 10.3 Letter dated December4, 2008, signed by Erich Clementi and IBM, effective January1, 2009, filed as Exhibit10.2 to Form10-K for the year ended December31, 2016, is hereby incorporated by reference. The $10,000,000 5-Year Credit Agreement dated as of November10, 2011, among International Business Machines Corporation, the Subsidiary Borrowers parties thereto, the Lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the Syndication and Documentation Agents named therein, which was filed as Exhibit10.1 to Form8-K dated November14, 2011, the term of which was extended through November10, 2020, is hereby incorporated by reference. First Amendment, dated as of October16, 2014, to the 5-Year Credit Agreement, among International Business Machines Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, the Subsidiary Borrowers parties thereto, the Lenders parties thereto and the Syndication Agents and Documentation Agents therein, which was filed as Exhibit10.4 to Form10-K for the year ended December 31, 2014, is hereby incorporated by reference. Second Amendment, dated as of October21, 2016, to the 5-Year Credit Agreement, among International Business Machines Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, the Subsidiary Borrowers parties thereto, the Lenders parties thereto and the Syndication Agents and Documentation Agents therein, which was filed as Exhibit10.4 to Form10-K for the year ended December31, 2016, is hereby incorporated by reference. Agent Letter dated October 21, 2016 from JPMorgan Chase Bank, N.A., as Administrative Agent to the Five-Year Credit Agreement (as amended), confirming the extension of the Termination Date of the Five-Year Credit Agreement to November 10, 2021, with Schedule 1 reflecting Revolving Credit Commitments of $10,250,000,000, which was filed as Exhibit10.5 to Form10-K for the year ended December31, 2016, is hereby incorporated by reference. The $2,500,000,000364-Day Credit Agreement dated as of July20, 2017, among International Business Machines Corporation and IBM CreditLLC, as Borrowers, The Several Lenders from Time to Time Parties to such Agreement, JPMorgan Chase Bank, N.A., as Administrative Agent, BNP Paribas, Citibank N.A., Royal Bank of Canada and Mizuho Bank,Ltd., as Syndication Agents, and the Documentation Agents named therein, which was filed as Exhibit10.1 to Form10-Q for the quarter ended June30, 2017, and is hereby incorporated by reference. The $2,500,000,000 Three-Year Credit Agreement, dated as of July20, 2017, among International Business Machines Corporation and IBM CreditLLC, as Borrowers, The Several Lenders from Time to Time Parties to such Agreement, JPMorgan Chase Bank, N.A., as Administrative Agent, BNP Paribas, Citibank N.A., Royal Bank of Canada and Mizuho Bank,Ltd., as Syndication Agents, and the Documentation Agents named therein, which was filed as Exhibit10.2 to Form10-Q for the quarter ended June30, 2017, and is hereby incorporated by reference. Third Amendment, dated as of July20, 2017, to the 5-Year Credit Agreement dated as of November10, 2011 (as amended from time to time), among International Business Machines Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, the Subsidiary Borrowers parties thereto, the Lenders parties thereto, and the Syndication Agents and the Documentation Agents named therein, which was filed as Exhibit10.3 to Form10-Q for the quarter ended June30, 2017, and is hereby incorporated by reference. The statement re computation of per share earnings is note[P], "Earnings Per Share of Common Stock," on page124 of IBM's 2017 Annual Report to Stockholders, and is hereby incorporated by reference. (12) Statement re computation of ratios 12 (13) Annual report to security holders** 13 (21) Subsidiaries of the registrant 21 (23) Consent of experts 23.1 (24) Powers of attorney 24.1 Resolution of the IBM Board of Directors authorizing execution of this report by Powers of Attorney 24.2 (31) Certification by CEO pursuant to Rule 13A-14(a) or 15D-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.1 Certification by CFO pursuant to Rule 13A-14(a) or 15D-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 (32) Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.1 Certification by CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2