IBM 10-K Annual Report Dec. 31, 2022 | Alphaminr
INTERNATIONAL BUSINESS MACHINES CORP
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IBM 10-K Fiscal year ended Dec. 31, 2022

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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. [reserved]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:Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections: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 601 OfItem 16. Form 10-k Summary:

Exhibits

The Certificate of Incorporation of IBM, is Exhibit 3.1 to Form 10-K, filed February 22, 2022, and is hereby incorporated by reference. The By-Laws of IBM, as amended through April 26, 2022, is Exhibit 3.2 to Form 10-Q, filed April 26, 2022, 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 Form8-K, filed on October30, 1995, and are hereby incorporated by reference. The instrument defining the rights of the holders of the 7.125% Debentures due 2096 is Exhibit4.2 to Form8-K/A, filed on December6, 1996, and is hereby incorporated byreference. The instrument defining the rights of the holders of the 6.22% Debentures due 2027 is Exhibit3 to Form8-K, filed on August1, 1997, and is hereby incorporated byreference. The instrument defining the rights of the holders of the 6.50% Debentures due 2028 isExhibit2 to Form8-K, filed on January8, 1998, and is hereby incorporated by reference. The instrument defining the rights of the holders of the 3.375% Notesdue 2023 is Exhibit2 to Form8-K, filed July31, 2013, and is hereby incorporated by reference. The instrument defining the rights of the holders of the 2.875% Notesdue 2025 is Exhibit 3 to Form8-K, filed November6, 2013,and are hereby incorporated by reference. The instrument defining the rights of the holders of the 3.625% Notesdue 2024 is Exhibit5 to Form8-K, filed February11, 2014, and is hereby incorporated by reference. The instrument defining the rights of the holders of the 1.250% Notesdue 2023 is Exhibit2to Form8-K, filed November25, 2014, and is hereby incorporated by reference. The instruments defining the rights of the holders of the 3.450% Notesdue 2026 and the 4.700% Notesdue 2046 are Exhibits 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 1.125% Notesdue 2024 and the 1.750% Notesdue 2028 are Exhibits 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 0.300% Notesdue 2026 is Exhibit4to Form8-K, filed November1, 2016, and is hereby incorporated by reference. The instruments defining the rights of the holders of the 3.300% Notesdue 2027 is Exhibit 4.4 to Form8-K, filed January26, 2017, and are herebyincorporated by reference. The instruments defining the rights of the holders of the 0.950% Notesdue 2025, and the 1.500% Notesdue 2029 are Exhibits4.1 and 4.2 to Form8-K, filed May22, 2017, and are hereby incorporated by reference. The instruments defining the rights of the holders of the 0.875% Notesdue 2025, the 1.250% Notesdue 2027 and the 1.750% Notes due 2031 are Exhibits4.2, 4.3 and 4.4 to Form8-K, filed January30, 2019, and arehereby incorporated by reference. The instruments defining the rights of the holders of the 3.000% Notesdue 2024, the 3.300% Notes due 2026, the 3.500% Notes due 2029, the 4.150% Notes due 2039 and the 4.250% Notes due 2049 are Exhibits4.4, 4.5, 4.6, 4.7 and 4.8 to Form8-K, filed May 14, 2019, and arehereby incorporated by reference. The instruments defining the rights of the holders of the 0.300% Notes due 2028, the 0.650% Notes due 2032 and the 1.200% Notes due 2040 are Exhibits 4.1, 4.2 and 4.3 to Form 8-K, filed February 10, 2020, and are hereby incorporated by reference. The instruments defining the rights of the holders of the 1.700% Notes due 2027, the 1.950% Notes due 2030, the 2.850% Notes due 2040 and the 2.950% Notes due 2050 are Exhibits 4.1, 4.2, 4.3 and 4.4 to Form 8-K, filed May 6, 2020, and are hereby incorporated by reference.The instruments defining the rights of the holders of the 0.875% Notes due 2030, the 1.250% Notes due 2034, the 2.200% Notes due 2027, the 2.720% Notes due 2032 and the 3.430% Notes due 2052 are Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5 to Form 8-K, filed February 8, 2022, and are hereby incorporated by reference. The instruments defining the rights of the holders of the 4.000% Notes due 2025, the 4.150% Notes due 2027, the 4.400% Notes due 2032 and the 4.900% Notes due 2052 are Exhibits 4.1, 4.2, 4.3 and 4.4 to Form 8-K, filed July 26, 2022, and are hereby incorporated by reference. The instruments defining the rights of the holders of the 3.375% Notes due 2027, the 3.625% Notes due 2031, the 3.750% Notes due 2035, the 4.000% Notes due 2043, the 4.875% Notes due 2038, the 4.500% Notes due 2026, the 4.500% Notes due 2028, the 4.750% 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 3, 2023, and are 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,isExhibit4.1 to Form10-Q for the quarter ended September30, 2017, and ishereby 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 Exhibit4.2toForm10-Q for the quarter ended September30, 2017, and is hereby incorporated byreference. Description of Securities Registered under Section 12 of the Exchange Act. 4.1 The IBM 2001 Long-Term Performance Plan, a compensatory plan, contained in Registration Statement No.333-87708 on FormS-8, as such amended plan was filedasExhibit10.1 to Form10-Q for the quarter ended September30, 2007, is herebyincorporated 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 planwas filed as Exhibit10.2 to Form10-Q for the quarter ended September30, 2007, ishereby incorporated by reference.* 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 plan was filed as Exhibit 4.8 to Form S-8 POS, filed on December 18, 2020, is hereby incorporated by reference.* The IBM 1999 Long-Term Performance Plan, a compensatory plan, contained in Registration Statement No.333-30424 on FormS-8, as such amended plan was filed asExhibit10.3 to Form10-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 asExhibit10.4 to Form10-Q for the quarter ended September30, 2007, is hereby incorporated by reference.*The VMTurbo, Inc. Amended and Restated 2008 Stock Plan, a compensatory plan, contained in Registration Statement No. 333-259965 on Form S-8, as such amended and restated plan was filed as Exhibit 4.3 to Form S-8, filed on October 1, 2021, is hereby incorporated by reference.* Formof LTPP equity award agreement for performance share units and Terms and Conditions of LTPP Equity Awards, effective June1, 2018, in connection with the foregoing award agreements, filed as Exhibit10.1 to Form10-Q for the quarter endedMarch31, 2018, is hereby incorporated by reference.* Forms of LTPP equity award agreements for (i)stock options, restricted stock, restrictedstock units, cash-settled restricted stock units, SARS, (ii)performance shareunits and (iii)retention restricted stock unit awards as well as the Terms and Conditions of LTPP Equity Awards, effective August15, 2018, in connection with the foregoing award agreements, filed as Exhibit10.1 to Form10-Q for the quarterended June30, 2018, are hereby incorporated by reference.* Forms of equity award agreements for (i)stock options, restricted stock, restricted stock units, cash-settled restricted stock units, SARS, (ii)performance share units and (iii)retention restricted stock unit awards as well as the Terms and Conditions ofLTPP Equity Awards, effective October1, 2018, in connection with the foregoingaward agreements, filed as Exhibit10.1 to Form10-Q for the quarter endedSeptember30, 2018 are hereby incorporated by reference.* Terms and Conditions of LTPP equity award agreements was filed as Exhibit10.2 to Form10-Q for the quarter ended March31, 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 as the Terms and Conditions ofLTPP Equity Awards, effective July 15, 2019, in connection with the foregoingaward agreements, filed as Exhibit10.1 to Form10-Q for the quarter endedJune30, 2019, 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 shareunits, as well as the Terms and Conditions of LTPP Equity Awards, effective October 1, 2019, in connection with the foregoing award agreements, filed as Exhibit10.1 to Form10-Q for the quarterended September30, 2019, are hereby incorporated by reference.* Form of LTPP equity award agreement for performance share units and the terms and conditions of LTPP Equity Awards, effective December 17, 2019, in connection with the foregoing award agreements, filed as Exhibit 10.1 to Form 10-K for the year ended December 31, 2019, are hereby incorporated by reference.* Form of LTPP equity award agreement for performance share units and the terms and conditions of LTPP Equity Awards, effective March 2, 2020, in connection with the foregoing award agreements, filed as Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2020, are hereby incorporated by reference.* Terms and Conditions of IBM LTPP Equity Awards, effective June 1, 2020, filed as Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2020, are hereby incorporated by reference.*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 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, (ii) performance share units and (iii) retention restricted stock unit awards, effective June 1, 2021, filed as Exhibit 10.1 to the Form 10-Q for the quarter ended June 30, 2021, are 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) performance share units, as well as the Terms and Conditions of LTPP Equity Awards, effective January 1, 2022, in connection with the foregoing award agreements, filed as Exhibit 10.1 to Form 10-K for the year ended December 31, 2021, are 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) performance share units, as well as the Terms and Conditions of LTPP Equity Awards, effective February 1, 2023, in connection with the foregoing award agreements.* 10.1 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 Amended and Restated Deferred Compensation and Equity Award Plan, a compensatory plan, as amended and restated effective January1, 2014, which was filed as Exhibit10.1 to Form10-K for theyear ended December31, 2013, and is herebyincorporated by reference.* Amendment No.1 to the Amended and Restated Deferred Compensation and EquityAward Plan, effective January30, 2018, which was filed as Exhibit10.1 to Form10-K for theyear ended December31, 2017, is hereby incorporatedby reference.* Amendment No. 2 to the Amended and Restated Deferred Compensation and Equity Award Plan, effective December 13, 2022.* 10.2 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 theyear ended December31, 2008, is hereby incorporatedby reference.* Amendment No.1 to the IBM Supplemental Executive Retention Plan, a compensatory plan, effective December9, 2014, which was filed as Exhibit10.1 to Form10-K for theyear ended December31, 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 January 1, 2023.* 10.3 The IBM 2003 Employees Stock Purchase Plan, contained in Registration Statement333-104806 on FormS-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.* Formof Noncompetition Agreement, filed as Exhibit10.2 to Form10-Q for the quarter ended March31, 2009, is hereby incorporated by reference.* Formof Noncompetition Agreement, filed as Exhibit10.1 to Form10-Q for the quarter ended March31, 2012, is hereby incorporated by reference.* Formof Noncompetition Agreement, filed as Exhibit10.2 to Form10-K for theyear ended December31, 2015, is hereby incorporated by reference.* Formof Noncompetition Agreement, filed as Exhibit10.3 to Form10-Q for the quarter ended June30, 2016, is hereby incorporated by reference.* Formof Noncompetition Agreement, filed as Exhibit10.1 to Form10-K for theyear ended December31, 2016, is hereby incorporated by reference.* Formof Noncompetition Agreement, filed as Exhibit10.3 to Form10-K for theyear ended December31, 2017, is hereby incorporated by reference.* Formof Noncompetition Agreement, filed as Exhibit10.2 to Form10-Q for the quarter ended September30, 2018, is hereby incorporated by reference.* Form of Noncompetition Agreement, filed as Exhibit 10.2 to Form 10-K for the year ended December 31, 2019, is hereby incorporated by reference.* Form of Noncompetition Agreement, filed as Exhibit 10.2 to Form 10-K for the year ended December 31, 2020, is hereby incorporated by reference.* Form of Noncompetition Agreement, filed as Exhibit 10.2 to Form 10-K for the year ended December 31, 2021, is hereby incorporated by reference.* Form of Noncompetition Agreement.* 10.4 Letter dated December 15, 2020, signed by Virginia M. Rometty and IBM was included as Exhibit 99.2 to the Form 8-K filed December 16, 2020, and is hereby incorporated by reference.* Letter Agreement, signed by Gary Cohn and IBM, dated December 24, 2020, filed as Exhibit 10.3 to Form 10-K for the year ended December 31, 2021, is hereby incorporated by reference.* Letter Agreement, signed by Gary Cohn, dated December 24, 2020, filed as Exhibit 10.4 to Form 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, among International Business Machines Corporation, the Subsidiary Borrowers parties thereto, the several banks and other financial institutions from time to time parties to such agreement, JPMorgan Chase Bank, N.A., as Administrative Agent, BNP Paribas, Citibank N.A. and Royal Bank of Canada, as Syndication Agents, and the Documentation Agents named therein, filed as Exhibit 10.1 to Form 8-K, filed June 25, 2021, is hereby incorporated by reference. Amendment No. 1 to Three-Year Credit Agreement dated as of June 30, 2022, among International Business Machines Corporation, the several banks and other financial institutions from time to time parties to such agreement and JPMorgan Chase Bank, N.A., as Administrative Agent, filed as Exhibit 10.1 to Form 8-K, filed July 1, 2022, is hereby incorporated by reference. $7,500,000,000 Five-Year Credit Agreement, dated as of June 22, 2021, among International Business Machines Corporation, the Subsidiary Borrowers parties thereto, the several banks and other financial institutions from time to time parties to such agreement, JPMorgan Chase Bank, N.A., as Administrative Agent, BNP Paribas, Citibank, N.A. and Royal Bank of Canada, as Syndication Agents, and the Documentation Agents named therein, filed as Exhibit 10.2 to Form 8-K, filed June 25, 2021, is hereby incorporated by reference. Amendment No. 1 to Five-Year Credit Agreement dated as of June 30, 2022, among International Business Machiness Corporation, the several banks and other financial institutions 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, is hereby incorporated by reference. (13) Annual Report to Security Holders** 13 (21) Subsidiaries of the registrant 21 (23) Consent of Independent Registered Public Accounting Firm 23.1 (24) Powers of attorney 24.1 Resolution of the IBM Board of Directors authorizing execution of this Annual Report on Form10-K by Powers of Attorney 24.2 (31) Certification by CEO pursuant to Rule13A-14(a)or 15D-14(a)of the Securities Exchange Act of 1934, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.1 Certification by CFO pursuant to Rule13A-14(a)or 15D-14(a)of the Securities Exchange Act of 1934, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.2 (32) Certification by CEO pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002. 32.1 Certification by CFO pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002. 32.2