IBM (IBM) 10-K risk factor changes: FY2021 vs FY2020

_Failure of Innovation Initiatives Could Impact the Long-Term Success of the Company:_ IBM has been moving into areas, including those that incorporate or utilize hybrid cloud, artificial intelligence, [removed: blockchain, IoT,] quantum and other disruptive technologies, in which it can differentiate itself through responsible innovation, by leveraging its investments in R&D and attracting a successful developer ecosystem.

If the company does not adequately and timely anticipate and respond to changes in customer and market preferences, competitive actions, [added: disruptive technologies,] emerging business models and ecosystems, the client demand for our products or services may decline or IBM’s costs may increase.

The company’s ability to protect its intellectual property could also be impacted by [added: a lack of effective legal protections as well as] changes to existing laws, legal principles and regulations governing intellectual property, including the ownership and protection of patents.

The related risks include the company failing to achieve strategic objectives, [removed: including the company’s intention to separate the Managed Infrastructure Services unit of its Global Technology Services segment into a new and independent public company,] anticipated revenue improvements and cost savings, the failure to retain key strategic relationships of acquired companies, the failure to retain key personnel and the assumption of liabilities related to litigation or other legal proceedings involving the businesses in such transactions, as well as the failure to close planned transactions.

[removed: Further, general economic conditions,] including sudden shifts in regional or global economic activity such as those associated with the COVID-19 pandemic may impact the company’s financial results in any particular period.

_Due to the Company’s Global Presence, Its Business and Operations Could Be Impacted by Local Legal, Economic, Political, Health and Other Conditions, including the COVID-19 Pandemic:_ The company is a globally integrated entity, operating in over 175 countries worldwide and deriving more than [removed: fifty] [added: sixty] percent of its revenues from sales outside the United States.

[added: The company’s] results of operations also could be affected by economic and political changes in those countries and by macroeconomic changes, including recessions, inflation, currency fluctuations between the U.S. dollar and non-U.S. currencies and adverse changes in trade relationships amongst those countries.

Further, as the company expands its customer base and the scope of its offerings, both within the U.S. and globally, it may be impacted by additional regulatory or other risks, [removed: including] [added: including,] compliance with U.S. and foreign data privacy requirements, data localization requirements, labor relations laws, enforcement of IP protection laws, laws relating to anti-corruption, anti-competition regulations, and import, export and trade restrictions.

The COVID-19 pandemic has created [removed: significant] volatility, uncertainty and economic disruption.

_The Company May Not Meet Its Growth and Productivity [removed: Objectives under Its Internal Business Transformation and Global Integration Initiatives:_] [added: Objectives:_] On an ongoing basis, IBM seeks to drive greater agility, productivity, flexibility and cost savings by continuously transforming with the use of automation, artificial intelligence, agile processes and changes to the ways of working, while also enabling the scaling of resources, offerings and investments through the company’s globally integrated model across both emerging and more established markets.

The company’s most critical accounting estimates are described in the Management Discussion in IBM’s [removed: 2020] [added: 2021] Annual Report to Stockholders, under “Critical Accounting Estimates.” In addition, as discussed in note [removed: R,] [added: S,] “Commitments & Contingencies,” in IBM’s [removed: 2020] [added: 2021] Annual Report to Stockholders, the company makes certain estimates including decisions related to legal proceedings and reserves.

Further, the failure of the company’s suppliers to deliver components, supplies, services and raw materials in sufficient quantities, in a timely [added: or secure] manner, and in compliance with all applicable laws and regulations could adversely affect the company’s business.

_The Company’s Reliance on Third Party Distribution Channels and Ecosystems Could Impact Its Business:_ The company offers its products directly and through a variety of third party distributors, [removed: resellers] [added: resellers, independent software vendors, independent service providers,] and [added: other] ecosystem partners.

Changes in the business condition (financial or otherwise) of these [removed: distributors, resellers and] ecosystem partners could subject the company to losses and affect its ability to bring its products to market.

As the company moves into new areas, [removed: distributors, resellers and] ecosystem partners may be unable to keep up with changes in technology and offerings, and the company may be unable to recruit and enable appropriate partners to achieve [added: anticipated ecosystem] growth objectives.

In addition, the failure of [removed: third party distributors, resellers and] ecosystem partners to comply with all applicable laws and regulations may prevent the company from working with them and could subject the company to losses and affect its ability to bring products to market.

Computer hackers and others routinely attack the security of technology products, services, systems and networks using a wide variety of methods, including ransomware [added: or other malicious software and attempts to exploit vulnerabilities in hardware, software, and infrastructure.]

Attacks also include social engineering [added: and cyber extortion] to [removed: fraudulently] induce customers, contractors, business partners, vendors, employees and other third parties to disclose information, transfer funds, or unwittingly provide access to systems or data.

The company is at risk of security breaches not only of our own products, services, systems and networks, but also those of customers, contractors, business partners, vendors, employees and other third [removed: parties.][added: parties, particularly as all parties increasingly digitize their operations.]

Successful cybersecurity attacks or other security incidents could result in, for example, one or more of the following: unauthorized access to, disclosure, modification, misuse, loss, or destruction of company, customer, or other third party data or systems; theft or import or export of sensitive, regulated, or confidential data including personal information and intellectual property, including key innovations in artificial intelligence, [removed: blockchain, IoT,] quantum, or other disruptive technologies; the loss of access to critical data or systems through ransomware, crypto mining, destructive attacks or other means; and business delays, service or system disruptions or denials of service.

In the event of such actions, the company, its customers and other third parties could be exposed to liability, litigation, and regulatory or other government action, [added: including debarment,] as well as the loss of existing or potential customers, damage to brand and reputation, damage to our competitive position, and other financial loss.

Cybersecurity risk to the company and its customers also depends on factors such as the actions, practices and investments of customers, contractors, business partners, [removed: vendors] [added: vendors, the open source community] and other third [removed: parties.][added: parties, including, for example, providing and implementing patches to address vulnerabilities.]

[removed: Cyber] [added: Cybersecurity] attacks or other catastrophic events resulting in disruptions to or failures in power, information technology, communication systems or other critical infrastructure could result in interruptions or delays to company, customer, or other third party operations or services, financial loss, injury or death to persons or property, potential liability, and damage to brand and reputation.

[removed: To date,] [added: The company regularly addresses cybersecurity attacks and vulnerabilities with the potential for exploitation, and] while the company continues to monitor for, identify, investigate, respond to and remediate [removed: cybersecurity incidents,] [added: such events,] there have not been cybersecurity incidents [added: or vulnerabilities] that have had a material adverse effect on the company, though there is no assurance that there will not be cybersecurity incidents [added: or vulnerabilities] that will have a material adverse effect in the future.

As a global enterprise, the regulatory environment with regard to cybersecurity, privacy and data protection issues is increasingly complex and will continue to impact the company’s business, including through increased risk, increased costs, and expanded or otherwise altered compliance obligations, including with respect to the increased regulatory activity around the security of critical infrastructure, IoT devices, [removed: and various] customer [added: industries (e.g., financial services)] and [removed: government supply chain security programs.]

As the [removed: company’s] reliance on data [removed: grows,] [added: grows for] the [added: company and our clients, the] potential impact of regulations on the company’s business, risks, and reputation will grow accordingly.

The enactment and expansion of [added: cybersecurity,] data protection and privacy [removed: laws and] [added: laws,] regulations [added: and standards] around the [removed: globe,] [added: globe will continue to result in increased compliance costs,] including [added: due to] an increased focus on international data transfer mechanisms driven by the European Court of Justice decision in the Schrems II matter; [added: increased cybersecurity requirements and reporting obligations;] the lack of harmonization of such laws and regulations; the increase in associated litigation and enforcement [removed: activity;] [added: activity by governments and private parties;] the potential for damages, fines and [removed: penalties;] [added: penalties] and [added: debarment; and] the potential regulation of new and emerging technologies such as artificial [removed: intelligence will continue to result in increased compliance costs and risks.][added: intelligence.]

Any additional costs and penalties associated with increased compliance, enforcement, and risk reduction could make certain offerings less profitable or increase the difficulty of bringing certain offerings to [removed: market.][added: market or maintaining certain offerings.]

[removed: _The Company Could Incur Substantial Costs for Environmental Matters:_] The company is [added: also] subject to various federal, state, local and foreign laws and regulations concerning the discharge of materials into the environment or otherwise related to environmental protection, including the U.S. Superfund law.

[removed: Compliance] [added: We do not expect climate change or compliance] with environmental laws and regulations [removed: is not expected] [added: focused on climate change] to have a [removed: material adverse] [added: disproportionate] effect on the [removed: company’s] [added: company or its] financial position, results of operations and competitive position.

The risks associated with such legal proceedings are described in more detail in note [removed: R,] [added: S,] “Commitments & Contingencies,” in IBM’s [removed: 2020] [added: 2021] Annual Report to Stockholders.

IBM’s [removed: 2020] [added: 2021] Annual Report to Stockholders includes information about potential impacts from pension funding and the use of certain assumptions regarding pension matters.

Further, inherent in the company’s financing business are risks related to the concentration of credit, client [added: creditworthiness, interest rate and currency fluctuations on the associated debt and liabilities, the determination of residual values and the financing of assets other than traditional IT assets.]

IBM’s [removed: 2020] [added: 2021] Annual Report to Stockholders includes information about the company’s liquidity position.

Further, general economic conditions,

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various customer and government supply chain security programs.

_The Company Could Incur Substantial Costs Related to Climate Change and Other Environmental Matters:_ IBM, like other companies, 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 increased environmental disclosures requested or required by clients, regulators and others.

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Risks Related to the Spin-Off of Kyndryl Holdings, Inc.

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_If the Kyndryl Holdings, Inc. Spin-off fails to qualify for tax-free treatment, it could result in substantial tax liability for the Company and its stockholders:_ In connection with the spin-off of Kyndryl Holdings, Inc., the company obtained a private letter ruling from the IRS and an opinion from its tax advisor, in each case to the effect that, for U.S. federal income tax purposes, the spin-off will qualify as a tax-free reorganization under sections 368(a)(1)(D) and 355 of the Internal Revenue Code of 1986, as amended.

The IRS private letter ruling and the opinion rely on certain facts, assumptions, representations and undertakings from Kyndryl Holdings, Inc. and the company regarding the past and future conduct of the companies’ respective businesses and other matters.

If any of these facts, assumptions, representations, or undertakings are incorrect or not satisfied, the conclusions reached in the IRS private letter ruling and/or the opinion could be jeopardized.

If the spin-off is determined to be taxable for U.S. federal income tax purposes, the company’s stockholders that are subject to U.S. federal income tax and the company could incur significant U.S. federal income tax liabilities.

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_The Announced Spin-Off of the Company’s Managed Infrastructure Services Unit into a Standalone, Publicly-Traded Company is Contingent upon the Satisfaction of a Number of Conditions, May Not Be Completed on the Currently Contemplated Timeline, or at All, and May Not Achieve the Intended Benefits:_ On October 8, 2020, the company announced its intention to separate the Managed Infrastructure Services unit of its Global Technology Services segment into a new, independent public company (currently referred to as NewCo).

Completion of the announced spin-off, as well as the timing of completion, is subject to the readiness of NewCo to operate as an independent public company, finalization of the financial statements of NewCo, assurance that the separation will be tax-free for U.S. federal income tax purposes, finalization of the capital structure of the company and NewCo, the effectiveness of appropriate filings with the U.S. Securities and Exchange Commission, final approval of the IBM Board of Directors, and other customary items.

The announced spin-off is complex in nature and may be affected by unanticipated developments or changes in market conditions.

There is the potential for business disruption and, as previously disclosed, the company expects significant separation costs.

These or other unanticipated developments or costs could delay or prevent the announced spin-off or cause the announced spin-off to occur on terms or conditions that are less favorable than anticipated.

Furthermore, if the spin-off is completed, there is no guarantee that it will be successful in meeting its objectives or achieving its intended benefits.

Any of these factors could have a material adverse effect on our business and results of operations.

The company’s

In the current macroeconomic environment, clients continue to balance short-term challenges and opportunities for transformation.

Their short-term priorities continue to be focused on operational stability, flexibility and cash preservation, and as such, we may experience some disruptions in transactional performance.

Additionally, clients’ short-term priorities, as well as quarantines, limitations on travel and other factors associated with the COVID-19 pandemic may result in delays in some services projects.

Another example, the U.K.’s withdrawal from the E.U., commonly referred to as “Brexit,” has caused global economic, trade and regulatory uncertainty.

The company is actively monitoring and planning for possible impacts from Brexit.

or other malicious software and attempts to exploit vulnerabilities in hardware, software, and infrastructure.

creditworthiness, interest rate and currency fluctuations on the associated debt and liabilities, the determination of residual values and the financing of assets other than traditional IT assets.

Refer to pages [removed: 18] [added: 6] through [removed: 64] [added: 57] of IBM’s [removed: 2020] [added: 2021] Annual Report to Stockholders, which are incorporated herein by reference.

Refer to the section titled “Market Risk” on pages [removed: 63] [added: 53] and [removed: 64] [added: 54] of IBM’s [removed: 2020] [added: 2021] Annual Report to Stockholders, which is incorporated herein by reference.

[removed: And it continues today—we create value for clients by providing integrated solutions] [added: We leverage a flexible, secure,] and [removed: products that leverage:] [added: open hybrid cloud platform and scale up solutions integrating (1)] data, [removed: information technology,] [added: (2) AI for production and automation, (3)] deep expertise in industries and business processes, [removed: with] [added: (4)] trust and [removed: security and] [added: security, along with (5)] a broad ecosystem of partners and alliances.

The following information is included in IBM’s [removed: 2020] [added: 2021] Annual Report to Stockholders and is incorporated by reference:

IBM Strategy—pages [removed: 23] [added: 11] to [removed: 25.][added: 13.]

Business Segments and Capabilities—pages [removed: 25] [added: 13] to [removed: 28.][added: 15.]

[removed: We] [added: In order to maintain leadership, we] are [removed: redefining] [added: optimizing] our [removed: future as a hybrid cloud and AI company and have been making investments, both] [added: portfolio with] organic and [removed: inorganic, as well as] [added: inorganic innovations,] shifting resources, embedding AI and cloud into our offerings while building new solutions and modernizing our existing platforms.

As we execute our strategy as a hybrid cloud and AI company, [removed: deploy new delivery and go-to-market models and expand our ecosystem,] we are regularly exposed to new competitors.

The [removed: depth] [added: depth, breadth,] and [removed: breadth] [added: innovation] of our software offerings, coupled with our global [removed: markets,] [added: reach,] deep industry expertise and [removed: technical support infrastructure] [added: research capabilities] help differentiate our offerings from our competitors.

[removed: We have built a hybrid cloud platform based on open] technologies [removed: that] allows clients to realize their digital and AI transformations across the applications, [removed: data] [added: data,] and [added: environments in which they operate.]

The principal competitors in this segment include Alphabet Inc. (Google), Amazon.com, Inc. (Amazon), BMC, Broadcom, Cisco Systems, Inc. (Cisco), [removed: FireEye,] [added: Informatica,] Microsoft Corporation (Microsoft), Oracle Corporation (Oracle), [added: Palo Alto Networks,] Salesforce, SAP, Splunk and VMware.

We also compete with smaller, niche competitors in specific geographic [added: regions] or product [removed: markets.][added: segments.]

[removed: GBS] [added: Today, Consulting] competes in consulting, systems integration, application management and business process outsourcing services.

We compete with broad-based competitors including: Accenture, Capgemini, [removed: DXC Technology (DXC), Fujitsu; cloud services providers;] India-based service [removed: providers;] [added: providers, management consulting firms,] the consulting practices of public accounting [removed: firms;] [added: firms,] and many companies that primarily focus on local markets or niche service areas.

[removed: Also, alternative] [added: Further,] as-a-Service [removed: providers] [added: providers, such as Amazon, Google and Microsoft] are leveraging innovation in technology and service delivery [removed: both] to compete with traditional providers and to offer new routes to market for server and storage systems.

[removed: Global] Financing:

[removed: Global] Financing’s ability to manage credit and residual value risk generates a competitive advantage for the company.

In client and commercial financing, [removed: Global] Financing primarily competes with non-captive financing entities and financial institutions.

“Risk Factors” on pages [removed: 4] [added: 3] to 10 are cautionary statements that accompany those forward-looking statements.

The following information is included in IBM’s [removed: 2020] [added: 2021] Annual Report to Stockholders and is incorporated herein by reference:

Segment information and revenue by classes of similar products or services—pages [removed: 91] [added: 87] to [removed: 96.][added: 90.]

Financial information regarding environmental activities—page [removed: 117.][added: 112.]

The number of persons employed by the registrant—page [removed: 29.][added: 15.]

The management discussion overview—pages [removed: 19] [added: 8] to [removed: 22.][added: 11.]

Website information and company reporting—page [removed: 142.][added: 139.]

Executive Officers of the Registrant (at February [removed: 23, 2021):][added: 22, 2022):]

| Arvind Krishna, Chairman of the Board and Chief Executive Officer* | ​ | [removed: 58] [added: 59] | ​ | 2020 |

| Michelle H. Browdy, Senior Vice President, Legal and Regulatory Affairs, and General Counsel | ​ | [removed: 56] [added: 57] | ​ | 2015 |

| Gary D. Cohn, Vice Chairman | ​ | [removed: 60] [added: 61] | ​ | 2021 |

| Robert F. Del Bene, Vice President and Controller | ​ | [removed: 61] [added: 62] | ​ | 2017 |

| Nickle J. LaMoreaux, Senior Vice President and Chief Human Resources Officer | ​ | [removed: 41] [added: 42] | ​ | 2020 |

| James J. Kavanaugh, Senior Vice President and Chief Financial Officer, Finance and Operations | ​ | [removed: 54] [added: 55] | ​ | 2008 |

[removed: Whitehurst,] [added: Cohn,] has been an executive of IBM or its subsidiaries during the past five years.

And it continues today—we create sustained value for clients by helping them leverage the power of hybrid cloud and artificial intelligence (AI).

Our hybrid cloud platform 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 from leading IBM capabilities in software, consulting services capability to deliver business outcomes, and deep incumbency in mission-critical infrastructure, all bolstered by one of the world’s leading research organizations.

Human Capital—pages 15 to 16.

We differentiate from other providers, as our breadth and depth of expertise enables us to take different technologies and bring them together to solve the most pressing business issues of our clients.

All of these actions have positioned IBM for accelerated growth now with hybrid cloud and AI while preparing us for the next set of business opportunities, such as quantum computing.

Software:

Our hybrid cloud platform based on open

Consulting:

Consulting has simplified our focus to center on strategy, experience, technology and operations to make our huge range of capabilities easier for clients to navigate.

Infrastructure:

IBM is well positioned in the growing hybrid cloud infrastructure market, providing on-premises and cloud-based server and storage solutions for clients’ mission-critical and regulated workloads.

In addition, we offer a portfolio of support services and solutions for hybrid cloud infrastructure.

We gain advantage and differentiation through investments in higher-value capabilities, including security, scalability, and reliability, designed especially for mission-critical and regulated workloads.

Financing provides client and commercial financing, facilitating IBM client’s acquisition of IT systems, software and services.

| Tom Rosamilia, Senior Vice President, IBM Software and Chairman, North America | ​ | 61 | ​ | 2021 |

Our hybrid cloud platform and AI technology and services capabilities support clients’ digital transformations and help them engage with their customers and employees in new ways.

These solutions draw from an industry-leading portfolio of consulting and IT implementation services, cloud, digital and cognitive offerings, and enterprise systems and software which are all bolstered by one of the world’s leading research organizations.

IBM Worldwide Organizations—page 28.

Human Capital—page 29.

In order to maintain leadership, we must continue to invest, innovate and integrate.

Our key differentiators are built around three pillars–innovative technology, industry expertise and trust and security, uniquely delivered through an integrated model.

Cloud & Cognitive Software:

IBM’s research and development capabilities and IP patent portfolio also contribute to differentiation.

environments in which they operate.

Global Business Services:

Global Technology Services:

GTS competes in project, managed and outsourcing services, cloud-delivered services, and technical and IT support services.

The market contains a diverse set of competitors, with GTS the share leader.

In Infrastructure & Cloud Services, our competitors include: Atos, DXC, Fujitsu, HCL, Infosys,Tata Consulting Services, Wipro and many companies that primarily focus on local markets or niche service areas.

We also compete with the ecosystems of cloud platform vendors such as Amazon, Google, Microsoft and Oracle.

In Technology Support Services, we compete with several hardware and software vendors who offer support services for their own products, as well as independent support services providers.

Systems:

The enterprise server and storage markets are characterized by competition in technology and service innovation focused on value, function, reliability, price and cost performance and as-a-Service delivery.

These alternative providers include Amazon, Google, Microsoft, and IBM’s own cloud-based services.

We gain advantage and differentiation through investments in higher value capabilities—from semiconductor through software stack innovation—that increase efficiency, lower cost and improve performance.

Our research and development capabilities and IP patent portfolio contribute significantly to this segment’s leadership across areas as diverse as high-end and high-performance computing, virtualization technologies, software optimization, power management, security and resiliency, multi-operating system capabilities and open technologies like interconnect standards to be leveraged by broad ecosystems.

Global Financing provides client financing, commercial financing and participates in the remanufacturing and remarketing of used equipment.

In remanufacturing and remarketing, we compete with local and regional brokers plus original manufacturers in the fragmented worldwide used IT equipment market.

| James M. Whitehurst, President | ​ | 53 | ​ | 2020 |

Cohn and James M.

Mr. Whitehurst served as Chief Executive Officer of Red Hat, Inc., a multinational software company, from 2007 until it was acquired by IBM in 2019.

Refer to note [removed: R,] [added: S,] “Commitments & Contingencies,” on pages [removed: 118] [added: 113] to [removed: 120] [added: 115] of IBM’s [removed: 2020] [added: 2021] Annual Report to Stockholders, which is incorporated herein by reference.

FOR THE YEAR ENDED DECEMBER 31, [removed: 2020][added: 2021]

| [removed: 0.500%] [added: 0.875%] Notes due [removed: 2021] [added: 2030] | ​ | IBM [removed: 21B] [added: 30] | ​ | New York Stock Exchange |

The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter was [removed: $107.5] [added: $131.4] billion.

The registrant had [removed: 893,594,090] [added: 899,309,986] shares of common stock outstanding at February [removed: 10, 2021.][added: 11, 2022.]

Portions of IBM’s Annual Report to Stockholders for the year ended December 31, [removed: 2020] [added: 2021] are incorporated by reference into Parts I, II and IV of this Form 10-K.

Portions of IBM’s definitive Proxy Statement to be filed with the Securities and Exchange Commission and delivered to stockholders in connection with the Annual Meeting of Stockholders to be held April [removed: 27, 2021] [added: 26, 2022] are incorporated by reference into Part III of this Form 10-K.

| ​ | [Item 1A. Risk Factors](#Item1ARiskFactors_717549) | [removed: 4] [added: 3] |

| ​ | [Item 3. Legal Proceedings](#Item3LegalProceedings_169881) | [removed: 11] [added: 10] |

| ​ | [Item 4. Mine Safety Disclosures](#Item4MineSafetyDisclosures_606028) | [removed: 11] [added: 10] |

| [PART II](#PARTII_877712) | | [removed: 12] [added: 11] |

| ​ | [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MarketfortheRegistrantsCommonEquity) | [removed: 12] [added: 11] |

| ​ | [Item 6. [removed: Selected Financial Data](#Item6SelectedFinancialData_263221)] [added: \[Reserved\]](#Item6SelectedFinancialData_263221)] | [removed: 12] [added: 11] |

| ​ | [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7ManagementsDiscussionandAnalysis_83) | [removed: 12] [added: 11] |

| ​ | [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | [removed: 12] [added: 11] |

| ​ | [Item 8. Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | [removed: 13] [added: 12] |

| ​ | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesinandDisagreementswithAccoun) | [removed: 13] [added: 12] |

| ​ | [Item 9A. Controls and Procedures](#Item9AControlsandProcedures_656098) | [removed: 13] [added: 12] |

| ​ | [Item 9B. Other Information](#Item9BOtherInformation_805611) | [removed: 13] [added: 12] |

| [PART III](#PARTIII_485963) | | [removed: 14] [added: 13] |

| ​ | [Item 10. Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficersandCorpo) | [removed: 14] [added: 13] |

| ​ | [Item 11. Executive Compensation](#Item11ExecutiveCompensation_299944) | [removed: 14] [added: 13] |

| ​ | [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnershipofCertainBenefici) | [removed: 14] [added: 13] |

| ​ | [Item 13. Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationshipsandRelatedTran) | [removed: 16] [added: 15] |

| ​ | [Item 14. Principal Accounting Fees and Services](#Item14PrincipalAccountingFeesandServices) | [removed: 17] [added: 16] |

| [PART IV](#PARTIV_494636) | | [removed: 18] [added: 17] |

| ​ | [Item 15. Exhibits](#Item15ExhibitsFinancialStatementSchedule) | [removed: 18] [added: 17] |

| ​ | [Item 16. Form 10-K Summary](#Item16Form10KSummary_73772) | [removed: 25] [added: 24] |

| 1.250% Notes due 2034 | ​ | IBM 34 | ​ | New York Stock Exchange |

| ​ | [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item_9C) | 12 |

As of December 31, [removed: 2020,] [added: 2021,] in aggregate, we owned or leased facilities for current use consisting of approximately [removed: 73] [added: 52] million square feet worldwide.

At December 31, [removed: 2020,] [added: 2021,] IBM’s facilities in the U.S. had aggregate floor space of approximately [removed: 25] [added: 20] million square feet, of which approximately [removed: 12] [added: 9] million was owned and [removed: 13] [added: 11] million was leased.

Outside the U.S., facilities totaled nearly [added: 32 million square feet, of which 7 million was owned and 25 million was leased.]

48 million square feet, of which 10 million was owned and 38 million was leased.

Refer to page [removed: 142] [added: 139] of IBM’s [removed: 2020] [added: 2021] Annual Report to Stockholders, which is incorporated herein by reference solely as it relates to this item.

IBM common stock is listed on the New York Stock Exchange and the NYSE Chicago under the symbol “IBM.” There were [removed: 373,649] [added: 362,482] common stockholders of record at February [removed: 10, 2021.][added: 11, 2022.]

The following table provides information relating to the company’s repurchase of common stock for the fourth quarter of [removed: 2020.][added: 2021.]

| October 1, [removed: 2020—] [added: 2021—] October 31, [removed: 2020] [added: 2021] | ​ | — | ​ | $ | — | ​ | — | ​ | $ | 2,007,611,768 |

| November 1, [removed: 2020—] [added: 2021—] November 30, [removed: 2020] [added: 2021] | ​ | — | ​ | $ | — | ​ | — | ​ | $ | 2,007,611,768 |

| December 1, [removed: 2020—] [added: 2021—] December 31, [removed: 2020] [added: 2021] | ​ | — | ​ | $ | — | ​ | — | ​ | $ | 2,007,611,768 |

The company suspended its share repurchase program at the time of the Red Hat [removed: closing in mid-2019.][added: closing.]

At December 31, [removed: 2020] [added: 2021] there was approximately $2.0 billion in authorized funds remaining for purchases under this program.

We have early adopted the recent amendment to Regulation S-K Item 301, which eliminates Selected Financial Data.

Refer to pages [removed: 68] [added: 62] through [removed: 140] [added: 135 and pages 137 through 138] of IBM’s [removed: 2020] [added: 2021] Annual Report to Stockholders, which are incorporated herein by reference.

We have early adopted the recent amendment to Regulation S-K Item 302, which replaces the current requirement for quarterly tabular disclosure with a principles-based requirement for material retrospective changes.

Refer to “Report of Management” and “Report of Independent Registered Public Accounting Firm” on pages [removed: 65 to 67] [added: 58 through 61] of IBM’s [removed: 2020] [added: 2021] Annual Report to Stockholders, which are incorporated herein by reference.

_Disclosure pursuant to Section 13(r) of the Securities Exchange Act of 1934_

On March 2, 2021, the U.S. government designated the Russian Federal Security Service (FSB) as a blocked party under Executive Order 13382.

On the same day, the U.S. Department of the Treasury’s Office of Foreign Assets Control issued Cyber-related General License 1B “Authorizing Certain Transactions with the Federal Security Service” (GL 1B), which generally authorizes U.S. companies to engage in certain licensing, permitting, certification, notification and related transactions with the FSB to the extent such activities are required for the importation, distribution or use of information technology products in the Russian Federation, though the fact of such activities are now to be disclosed under the Securities Exchange Act of 1934 in companies’ periodic filings.

During the quarter ended December 31, 2021, as permitted under GL 1B, IBM filed notifications with the FSB as required in connection with the importation and distribution of our products in the Russian Federation.

No payments were issued or received, and no gross revenue or net profits were generated in connection with these filing activities.

IBM and its subsidiaries do not sell products or provide services to the FSB.

To the extent permitted by applicable law, IBM and its subsidiaries expect to continue to file notifications with the FSB and may apply for import licenses and permits from the FSB in connection the importation and distribution of our products in the Russian Federation.

Due to retirement, Sidney Taurel will not stand for re-election at the company's annual meeting of stockholders on April 27, 2021.

As a result, Article III, Section 2 of the company's By-Laws was amended to decrease the number of directors to twelve, effective April 27, 2021.

The full text of IBM's By-Laws, as amended effective April 27, 2021, is included as Exhibit 3.2 to this report.

PART III

Not applicable.

PART III

Refer to the information under the captions “Election of Directors for a Term of One Year,” “Governance and [added: the] Board—Committees of the Board,” “Governance and [removed: Board—Section] [added: the Board—Delinquent Section] 16(a) [removed: Beneficial Ownership Reporting Compliance,”] [added: Reports: None,”] “Governance and [added: the] Board—Corporate Governance” and “Frequently Asked Questions—How do I submit an item of business for the [removed: 2022 annual meeting?”] [added: 2023 Annual Meeting?”] in IBM’s definitive Proxy Statement to be filed with the SEC and delivered to stockholders in connection with the Annual Meeting of Stockholders to be held April [removed: 27, 2021,] [added: 26, 2022,] all of which information is incorporated herein by reference.

Also refer to Item 1 of this Form 10-K under the caption “Executive Officers of the Registrant (at February [removed: 23, 2021)”] [added: 22, 2022)”] on page 3 for additional information on the company’s executive officers.

Refer to the information under the captions [removed: “2020] [added: “2021] Summary Compensation Table and Related Narrative,” [removed: “2020] [added: “2021] Summary Compensation Table,” [removed: “2020] [added: “2021] Compensation Discussion and Analysis,” [removed: “2020] [added: “2021] Grants of Plan-Based Awards Table,” [removed: “2020] [added: “2021] Outstanding Equity Awards at Fiscal Year-End Table,” [removed: “2020] [added: “2021] Option Exercises and Stock Vested Table,” [removed: “2020] [added: “2021] Retention Plan Table,” [removed: “2020] [added: “2021] Pension Benefits Narrative,” [removed: “2020] [added: “2021] Pension Benefits Table,” [removed: “2020] [added: “2021] Nonqualified Deferred Compensation Narrative,” [removed: “2020] [added: “2021] Nonqualified Deferred Compensation Table,” [removed: “2020] [added: “2021] Potential Payments Upon Termination Narrative,” [removed: “2020] [added: “2021] Potential Payments Upon Termination Table,” “Governance and [added: the] Board—Compensation Committee Interlocks and Insider Participation: None,” “Compensation Program as It Relates to Risk,” [removed: “2020] [added: “2021] Executive Compensation—Report of the Executive Compensation and Management Resources Committee of the Board of Directors,” and “Pay Ratio” in IBM’s definitive Proxy Statement to be filed with the SEC and delivered to stockholders in connection with the Annual Meeting of Stockholders to be held April [removed: 27, 2021,] [added: 26, 2022,] all of which information is incorporated herein by reference.

Refer to the information under the captions “Ownership of Securities—Security Ownership of Certain Beneficial Owners” and “Ownership of Securities—Common Stock and Stock-Based Holdings of Directors and Executive Officers” in IBM’s definitive Proxy Statement to be filed with the SEC and delivered to stockholders in connection with the Annual Meeting of Stockholders to be held April [removed: 27, 2021,] [added: 26, 2022,] all of which information is incorporated herein by reference.

| Plan Category | | Number of [removed: securities to] [added: securitiesto] be issued [removed: upon exercise of outstanding options, warrants] [added: uponexercise ofoutstanding options,warrants] and rights(1) (a) | | [removed: Weighted-average exercise] [added: Weighted-averageexercise] price [removed: of outstanding options, warrants] [added: ofoutstanding options,warrants] and [removed: rights(1) (b)] [added: rights(1)(b)] | | | Number of [removed: securities remaining available for] [added: securitiesremaining availablefor] future [removed: issuance under equity compensation plans (excluding securities reflected] [added: issuanceunder equitycompensation plans(excluding securitiesreflected] in [removed: column(a)) (c)] [added: column(a))(c)] |

| (1) | In connection with [removed: 19] [added: 16] acquisition transactions, [removed: 83,839] [added: 635,297] additional share based awards, consisting of stock options, were outstanding at December 31, [removed: 2020] [added: 2021] as a result of the Company’s assumption of awards granted by the acquired entities. The weighted-average exercise price of these awards was [removed: $43.88.] [added: $25.92.] The Company has 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 for PSUs in column (a) above reflect the maximum number payout. Assuming target number payout, the number of securities to be issued upon exercise of PSUs for equity compensation plans approved by security holders is [removed: 3,426,312] [added: 3,497,352] and for equity compensation plans not approved by security holders is [removed: 125,188.] [added: 231,505.] For additional information about PSUs, including payout calculations, refer to the information under [removed: ‘‘2020] [added: ‘‘2021] Summary Compensation Table Narrative’’ in IBM’s definitive Proxy Statement to be filed with the Securities and Exchange Commission and delivered to stockholders in connection with the Annual Meeting of Stockholders to be held April [removed: 27, 2021.] [added: 26, 2022.] |

For additional information about the DCEAP, see [removed: ‘‘2020] [added: ‘‘2021] Director Compensation Narrative’’ in IBM’s definitive Proxy Statement to be filed with the Securities and Exchange Commission and delivered to stockholders in connection with the Annual Meeting of Stockholders to be held April [removed: 27, 2021.][added: 26, 2022.]

| Options | ​ | 1,549,732 | ​ | $ | 135.35 | ​ | — |

| RSUs | ​ | 17,078,980 | ​ | ​ | N/A | ​ | — |

| PSUs | ​ | 5,945,498 | (2) | ​ | N/A | ​ | — |

| Subtotal | ​ | 24,574,210 | ​ | $ | 135.35 | ​ | 63,441,019 |

| RSUs | ​ | 1,959,500 | ​ | ​ | N/A | ​ | — |

| PSUs | ​ | 405,020 | (2) | ​ | N/A | ​ | — |

| DCEAP shares | ​ | 177,388 | ​ | ​ | N/A | ​ | — |

| Subtotal | ​ | 2,541,908 | ​ | $ | — | ​ | 32,956,527 |

| Total | ​ | 27,116,118 | ​ | $ | 135.35 | ​ | 96,397,546 |

| Options | ​ | 1,500,000 | ​ | $ | 139.83 | ​ | — |

| RSUs | ​ | 16,270,098 | ​ | ​ | N/A | ​ | — |

| PSUs | ​ | 5,824,730 | (2) | ​ | N/A | ​ | — |

| Subtotal | ​ | 23,594,828 | ​ | $ | 139.83 | ​ | 67,949,557 |

| RSUs | ​ | 626,606 | ​ | ​ | N/A | ​ | — |

| PSUs | ​ | 212,820 | (2) | ​ | N/A | ​ | — |

| DCEAP shares | ​ | 180,248 | ​ | ​ | N/A | ​ | — |

| Subtotal | ​ | 1,019,673 | ​ | $ | — | ​ | 34,786,258 |

| Total | ​ | 24,614,502 | ​ | $ | 139.83 | ​ | 102,735,815 |

Refer to the information under the captions “IBM Board of Directors,” “Governance and [added: the] Board—Committees of the [removed: Board” and] [added: Board,”] “Governance and [added: the] Board—Certain Transactions and Relationships” [added: and “Governance and the Board—Corporate Governance—Independent Board”] in IBM’s definitive Proxy Statement to be filed with the SEC and delivered to stockholders in connection with the Annual Meeting of Stockholders to be held April [removed: 27, 2021,] [added: 26, 2022,] all of which information is incorporated herein by reference.

Refer to the information under the captions “Report of the Audit Committee of the Board of Directors” and “Audit and Non-Audit Fees” in IBM’s definitive Proxy Statement to be filed with the SEC and delivered to stockholders in connection with the Annual Meeting of Stockholders to be held April [removed: 27, 2021,] [added: 26, 2022,] all of which information is incorporated herein by reference.

| | 1. | Financial statements from IBM’s [removed: 2020] [added: 2021] Annual Report to Stockholders, which are incorporated herein by reference: |

Report of Independent Registered Public Accounting Firm [removed: (page 66 and 67).][added: ‒ PCAOB Firm ID 238 (pages 59 through 61).]

Consolidated Income Statement for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] (page [removed: 68).][added: 62).]

Consolidated Statement of Comprehensive Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] (page [removed: 69).][added: 63).]

Consolidated Balance Sheet at December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] (page [removed: 70).][added: 64).]

Consolidated Statement of Cash Flows for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] (page [removed: 71).][added: 65).]

Consolidated Statement of Equity at December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] (pages [removed: 72] [added: 66] and [removed: 73).][added: 67).]

Notes to Consolidated Financial Statements (pages [removed: 74] [added: 68] through [removed: 140).][added: 135).]

| S-1 | ​ | II | ​ | [Valuation and Qualifying Accounts and Reserves for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018.](#VALUATIONANDQUALIFYINGACCOUNTSANDRESERVE)] [added: 2019.](#VALUATIONANDQUALIFYINGACCOUNTSANDRESERVE)] |

| ​ | ​ | [The [removed: Certificate of Incorporation] [added: By-Laws] of [removed: IBM] [added: IBM, as amended through October 25, 2021,] is Exhibit 3.2 to Form [removed: 8-K] [added: 8-K,] filed [removed: April 27, 2007,] [added: October 22, 2021,] and is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/51143/000110465907032478/a07-11479_4ex3d2.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000110465920137423/tm2038625d2_ex3-2.htm)] | ​ | ​ |

| ​ | ​ | [The [removed: By-Laws of IBM,] [added: IBM Excess 401(k) Plus Plan, a compensatory plan (formerly the IBM Executive Deferred Compensation Plan),] as amended [added: and restated] through January 1, 2021, [removed: is] [added: filed as] Exhibit [removed: 3.2] [added: 10.1] to Form [removed: 8-K, filed] [added: 10-K for the year ended] December [removed: 18,] [added: 31,] 2020, [removed: and] is hereby incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/51143/000110465920137423/tm2038625d2_ex3-2.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/51143/000155837021001489/ibm-20201231xex10d1.htm)] | ​ | ​ |

| [removed: ​] [added: (21)] | ​ | [removed: [The By-Laws] [added: [Subsidiaries] of [removed: IBM, as amended effective April 27, 2021.](https://www.sec.gov/Archives/edgar/data/51143/000155837021001489/ibm-20201231xex3d2.htm)] [added: the registrant](https://www.sec.gov/Archives/edgar/data/51143/000155837022001584/ibm-20211231xex21.htm)] | ​ | [removed: 3.2] [added: 21] |

| ​ | ​ | [The [removed: instrument] [added: instruments] defining the rights of the holders of the [removed: Floating Rate] [added: 1.125%] Notes due [removed: 2021 is Exhibit 2] [added: 2024 and 1.750% Notes due 2028 are Exhibits 4.2 and 4.3] to Form [removed: 8-K,] [added: 8-K] filed [removed: November 5, 2014,] [added: March 4, 2016,] and [removed: is] [added: are] hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/51143/000095015714001202/ex2.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/51143/000095015716001681/0000950157-16-001681-index.htm)] | ​ | ​ |

| ​ | ​ | [The instruments defining the rights of the holders of [added: 2.850% Notes due 2022,] the [removed: 0.500%] [added: 3.000%] Notes due [removed: 2021, 1.125%] [added: 2024, the 3.300%] Notes due [removed: 2024] [added: 2026, the 3.500% Notes due 2029, the 4.150% Notes due 2039] and [removed: 1.750%] [added: the 4.250%] Notes due [removed: 2028] [added: 2049] are Exhibits [removed: 4.1, 4.2] [added: 4.3, 4.4, 4.5, 4.6, 4.7] and [removed: 4.3] [added: 4.8] to Form [removed: 8-K] [added: 8-K,] filed [removed: March 4, 2016,] [added: May 14, 2019,] and are hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/51143/000095015716001681/0000950157-16-001681-index.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/51143/000095015719000591/0000950157-19-000591-index.htm)] | ​ | ​ |

| ​ | ​ | [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.](https://www.sec.gov/Archives/edgar/data/51143/000095015720000589/0000950157-20-000589-index.htm) [added: [The instruments defining the rights of the holders of the 0.875% Notes due 2030, 1.250% Notes due 2034, 2.200% Notes due 2027, 2.720% Notes due 2032 and 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.](https://www.sec.gov/Archives/edgar/data/51143/000110465922013887/0001104659-22-013887-index.htm)] | ​ | ​ |

| ​ | ​ | [Description of Securities Registered under Section 12 of the Exchange [removed: Act](https://www.sec.gov/Archives/edgar/data/51143/000155837021001489/ibm-20201231xex4d1.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/51143/000155837022001584/ibm-20211231xex4d1.htm)] | ​ | 4.1 |

| ​ | ​ | [added: [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.*](https://www.sec.gov/Archives/edgar/data/51143/000110465921122029/tm2128932d1_s8.htm)] [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 June 9, 2014, were filed under Exhibit 10.1 as Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2014, are hereby incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/51143/000005114314000004/ibm14q1_ex10d1.htm) | ​ | ​ |

| ​ | ​ | [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.*](https://www.sec.gov/Archives/edgar/data/51143/000155837020008516/ibm-20200630xex10d1.htm) [added: [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.*](https://www.sec.gov/Archives/edgar/data/51143/000155837021004922/ibm-20210331xex10d1.htm) [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.*](https://www.sec.gov/Archives/edgar/data/51143/000155837021009351/ibm-20210630ex1016127a5.htm) [Forms of LTPP equity award agreements for (i) stock options, 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.*](https://www.sec.gov/Archives/edgar/data/51143/000155837022001584/ibm-20211231xex10d1.htm)] | ​ | [removed: ​] [added: 10.1] |

| ​ | ​ | Board of Directors compensatory plans, as described under the caption “General Information—2020 Director Compensation” in IBM’s definitive Proxy Statement to be filed with the Securities and Exchange Commission and delivered to stockholders in connection with the Annual Meeting of Stockholders to be held April [removed: 27, 2021,] [added: 26, 2022,] are hereby incorporated by reference.* | ​ | ​ |

| ​ | ​ | [Form of Noncompetition [removed: Agreement.*](https://www.sec.gov/Archives/edgar/data/51143/000155837021001489/ibm-20201231xex10d2.htm)] [added: Agreement.*](https://www.sec.gov/Archives/edgar/data/51143/000155837022001584/ibm-20211231xex10d2.htm)] | ​ | 10.2 |

| ​ | ​ | [Letter Agreement, signed by James Whitehurst and IBM, dated October 28, [removed: 2018*](https://www.sec.gov/Archives/edgar/data/51143/000155837021001489/ibm-20201231xex10d3.htm)] [added: 2018, filed as Exhibit 10.3 to Form 10-K for the year ended December 31, 2020, is hereby incorporated by reference.*](https://www.sec.gov/Archives/edgar/data/51143/000155837021001489/ibm-20201231xex10d3.htm)] | ​ | [removed: 10.3] [added: ​] |

| ​ | ​ | [Letter Agreement, signed by James Whitehurst and IBM, dated December 12, [removed: 2019*](https://www.sec.gov/Archives/edgar/data/51143/000155837021001489/ibm-20201231xex10d4.htm)] [added: 2019, filed as Exhibit 10.4 to Form 10-K for the year ended December 31, 2020, is hereby incorporated by reference.*](https://www.sec.gov/Archives/edgar/data/51143/000155837021001489/ibm-20201231xex10d4.htm)] | ​ | [removed: 10.4] [added: ​] |

| ​ | ​ | [removed: [Letter Agreement, signed by Erich Clementi and IBM, effective as] [added: [Form] of [removed: April 30, 2019,] [added: Noncompetition Agreement,] filed as Exhibit [removed: 10.1] [added: 10.2] to Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: March] [added: December] 31, [removed: 2019,] [added: 2020,] is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/51143/000110465919025328/a19-6867_1ex10d1.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/51143/000155837021001489/ibm-20201231xex10d2.htm)] | ​ | ​ |

| ​ | ​ | [$2,500,000,000 [removed: 364-Day] [added: Three-Year] Credit [removed: Agreement] [added: Agreement,] dated as of [removed: July 2, 2020,] [added: June 22, 2021,] among International Business Machines [removed: Corporation and IBM Credit LLC, as Borrowers,] [added: Corporation,] the [added: Subsidiary Borrowers parties thereto, the] several [removed: lenders] [added: banks] and other financial institutions from time to time parties to such agreement, [removed: JP Morgan] [added: JPMorgan] Chase Bank, N.A., as Administrative Agent, BNP Paribas, Citibank [removed: N.A.,] [added: N.A. and] Royal Bank of [removed: Canada and Mizuho Bank, Ltd.,] [added: Canada,] as Syndication Agents, and the Documentation Agents named therein, filed as Exhibit 10.1 to Form 8-K [added: filed June 25, 2021, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015721000696/ex10-1.htm) [$7,500,000,000 Five-Year Credit Agreement,] dated [removed: July 2, 2020,] [added: 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 [removed: reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015720000842/ex10-1.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015721000696/ex10-2.htm)] | ​ | ​ |

| (13) | ​ | [Annual Report to Security [removed: Holders](https://www.sec.gov/Archives/edgar/data/51143/000155837021001489/ibm-20201231xex13.htm)] [added: Holders](https://www.sec.gov/Archives/edgar/data/51143/000155837022001584/ibm-20211231xex13.htm)] | ​ | 13 |

| [removed: (21)] [added: ​] | ​ | [removed: [Subsidiaries] [added: [The Certificate] of [removed: the registrant](https://www.sec.gov/Archives/edgar/data/51143/000155837021001489/ibm-20201231xex21.htm)] [added: Incorporation of IBM.](https://www.sec.gov/Archives/edgar/data/51143/000155837022001584/ibm-20211231xex3d1.htm)] | ​ | [removed: 21] [added: 3.1] |

| (23) | ​ | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/51143/000155837021001489/ibm-20201231xex23d1.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/51143/000155837022001584/ibm-20211231xex23d1.htm)] | ​ | 23.1 |

| (24) | ​ | [Powers of [removed: attorney](https://www.sec.gov/Archives/edgar/data/51143/000155837021001489/ibm-20201231xex24d1.htm)] [added: attorney](https://www.sec.gov/Archives/edgar/data/51143/000155837022001584/ibm-20211231xex24d1.htm)] | ​ | 24.1 |

| ​ | ​ | [Resolution of the IBM Board of Directors authorizing execution of this Annual Report on Form 10-K by Powers of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/51143/000155837021001489/ibm-20201231xex24d2.htm)] [added: Attorney](https://www.sec.gov/Archives/edgar/data/51143/000155837022001584/ibm-20211231xex24d2.htm)] | ​ | 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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/51143/000155837021001489/ibm-20201231xex31d1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/51143/000155837022001584/ibm-20211231xex31d1.htm)] | ​ | 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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/51143/000155837021001489/ibm-20201231xex31d2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/51143/000155837022001584/ibm-20211231xex31d2.htm)] | ​ | 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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/51143/000155837021001489/ibm-20201231xex32d1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/51143/000155837022001584/ibm-20211231xex32d1.htm)] | ​ | 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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/51143/000155837021001489/ibm-20201231xex32d2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/51143/000155837022001584/ibm-20211231xex32d2.htm)] | ​ | 32.2 |

   The Performance Graph, set forth on page [removed: 141] [added: 136] of IBM’s [removed: 2020] [added: 2021] Annual Report to Stockholders, is deemed to be furnished but not filed.

| ​ | ​ | [Letter Agreement, signed by Gary Cohn and IBM, dated December 24, 2020.*](https://www.sec.gov/Archives/edgar/data/51143/000155837022001584/ibm-20211231xex10d3.htm) | ​ | 10.3 |

| ​ | ​ | [Letter Agreement, signed by Gary Cohn, dated December 24, 2020.*](https://www.sec.gov/Archives/edgar/data/51143/000155837022001584/ibm-20211231xex10d4.htm) | ​ | 10.4 |

| ​ | ​ | [The instruments defining the rights of the holders of the Floating Rate Notes due 2021, the 2.850% Notes due 2022, the 3.000% Notes due 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 Exhibits 4.1, 4.3, 4.4, 4.5, 4.6, 4.7 and 4.8 to Form 8-K, filed May 14, 2019, and are hereby incorporated by reference.](http://www.sec.gov/Archives/edgar/data/51143/000095015719000591/0000950157-19-000591-index.htm) | ​ | ​ |

| ​ | ​ | [The IBM Excess 401(k) Plus Plan, a compensatory plan (formerly the IBM Executive Deferred Compensation Plan), as amended and restated through January 1, 2021.*](https://www.sec.gov/Archives/edgar/data/51143/000155837021001489/ibm-20201231xex10d1.htm) | ​ | 10.1 |

| ​ | ​ | [Amended and Restated $2,500,000,000 Three-Year Credit Agreement dated as of July 19, 2018, among International Business Machines Corporation and IBM Credit LLC, 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, filed as Exhibit 10.2 to Form 8-K dated July 20, 2018, is hereby incorporated by reference.](http://www.sec.gov/Archives/edgar/data/51143/000110465918046283/a18-17465_1ex10d2.htm) | ​ | ​ |

| ​ | ​ | [Amended and Restated $10,250,000,000 Five-Year Credit Agreement dated as of July 19, 2018, among International Business Machines Corporation, as the Borrower, the Several Lenders 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 and Mizuho Bank, Ltd., as Syndication Agents, and the Documentation Agents named therein, filed as Exhibit 10.3 to Form 8-K dated July 20, 2018, is hereby incorporated by reference.](http://www.sec.gov/Archives/edgar/data/51143/000110465918046283/a18-17465_1ex10d3.htm) | ​ | ​ |

| ​ | ​ | [Confirmation of Termination Date Extension to $2,500,000,000 Amended and Restated Three-Year Credit Agreement dated as of July 19, 2018, among International Business Machines Corporation and IBM Credit LLC, 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, filed as Exhibit 10.2 to Form 8-K dated July 19, 2019, is hereby incorporated by reference.](http://www.sec.gov/Archives/edgar/data/51143/000095015719000769/ex10-2.htm) | ​ | ​ |

| ​ | ​ | [Confirmation of Termination Date Extension to $10,250,000,000 Amended and Restated Five-Year Credit Agreement dated as of July 19, 2018, among International Business Machines Corporation, as the Borrower, the several lenders 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 and Mizuho Bank, Ltd., as Syndication Agents, and the Documentation Agents named therein, filed as Exhibit 10.3 to Form 8-K dated July 19, 2019, is hereby incorporated by reference.](http://www.sec.gov/Archives/edgar/data/51143/000095015719000769/ex10-3.htm) | ​ | ​ |

| ​ | ​ | [First Amendment to the $2,500,000,000 Amended and Restated Three-Year Credit Agreement dated as of July 2, 2020, among International Business Machines Corporation and IBM Credit LLC, 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, filed as Exhibit 10.2 to Form 8-K dated July 2, 2020, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015720000842/ex10-2.htm) | ​ | ​ |

| ​ | ​ | [First Amendment to the $10,250,000,000 Amended and Restated Five-Year Credit Agreement dated as of July 2, 2020, among International Business Machines Corporation, as the Borrower, the several lenders 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 and Mizuho Bank, Ltd., as Syndication Agents, and the Documentation Agents named therein, filed as Exhibit 10.3 to Form 8-K dated July 2, 2020, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015720000842/ex10-3.htm) | ​ | ​ |

| *​* | *​* | _Date: February [removed: 23, 2021_] [added: 22, 2022_] |

| ​ ​ ​ ​ /s/ ARVIND KRISHNA | ​ | ​ ​ ​ ​ Chairman of the Board, and Chief Executive Officer | ​ | ​ ​ ​ February [removed: 23, 2021] [added: 22, 2022] |

| /s/ JAMES J. KAVANAUGH | ​ | Senior Vice President and Chief Financial Officer, Finance and Operations | ​ | February [removed: 23, 2021] [added: 22, 2022] |

| /s/ ROBERT F. DEL BENE | ​ | Vice President and Controller (Chief Accounting Officer) | ​ | February [removed: 23, 2021] [added: 22, 2022] |

| Thomas Buberl | Director | ​ | _Attorney-in-fact_ February [removed: 23, 2021] [added: 22, 2022] |

Our audits of the consolidated financial statements referred to in our report dated February [removed: 23, 2021] [added: 22, 2022] appearing in the [removed: 2020] [added: 2021] Annual Report to Stockholders of International Business Machines Corporation (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 15(a)(2) of this Form 10-K.

[removed: February 23, 2021][added: | 2021 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |]

| Description | | [removed: Balance at Beginning of Period] [added: Period] | | | [removed: Additions/] (Deductions) | | | Write-offs | | | Other | | | [removed: Balance at End of] Period | |

| Allowance For Credit Losses | [removed: ​] | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| [removed: —Noncurrent] [added: –Noncurrent] | ​ | $ | [removed: 56] [added: 47] | [removed: *] [added: ​] | $ | [removed: 4] [added: (21)] | ​ | $ | [removed: (0)] [added: 0] | ​ | $ | [removed: (13)] [added: (2)] | ​ | $ | [removed: 47] [added: 25] |

| [removed: —Noncurrent] [added: –Noncurrent] | ​ | $ | [removed: 48] [added: 56] | [removed: ​] [added: *] | $ | [removed: (10)] [added: 4] | ​ | $ | [removed: (4)] [added: (0)] | ​ | $ | [removed: (1)] [added: (13)] | ​ | $ | [removed: 33] [added: 47] |

| [removed: —Noncurrent] [added: –Noncurrent] | ​ | $ | [removed: 74] [added: 48] | ​ | $ | [removed: (3)] [added: (10)] | ​ | $ | [removed: (2)] [added: (4)] | ​ | $ | [removed: (20)] [added: (1)] | ​ | $ | [removed: 48] [added: 33] |

| 2019 | [removed: ​] | $ | 530 | ​ | $ | 115 | ​ | $ | (166) | ​ | $ | 11 | ​ | $ | 490 |

| Alfred W. Zollar | Director | ​ | ​ |

February 22, 2022

| ​ | ​ | Balance at | | ​ | ​ | | ​ | ​ | | ​ | ​ | | ​ | Balance at | |

| ​ | ​ | Beginning of | | ​ | Additions/ | | ​ | ​ | | ​ | ​ | | ​ | End of | |

| –Current | ​ | $ | 503 | ​ | $ | (35) | ​ | $ | (46) | ​ | $ | (4) | ​ | $ | 418 |

| –Current | ​ | $ | 471 | * | $ | 91 | ​ | $ | (78) | ​ | $ | 19 | ​ | $ | 503 |

| –Current | ​ | $ | 477 | ​ | $ | 47 | ​ | $ | (96) | ​ | $ | 8 | ​ | $ | 437 |

| 2021 | ​ | $ | 514 | ​ | $ | 240 | ​ | $ | (118) | ​ | $ | (3) | ​ | $ | 633 |

| 2021 | ​ | $ | 372 | ​ | $ | 627 | ​ | $ | (574) | ​ | $ | 10 | ​ | $ | 435 |

| 2020 | ​ | $ | 383 | ​ | $ | 689 | ​ | $ | (712) | ​ | $ | 13 | ​ | $ | 372 |

| 2019 | | $ | 384 | ​ | $ | 735 | ​ | $ | (731) | ​ | $ | (5) | ​ | $ | 383 |

Schedule II balances above are presented on a continuing operations basis and the prior year amounts have been recast to remove Kyndryl, which is presented within discontinued operations.

Refer to note C, “Separation of Kyndryl,” for additional information related to Kyndryl discontinued operations.

| Sidney Taurel | Director | ​ | ​ |

| —Current | ​ | $ | 556 | * | $ | 104 | ​ | $ | (85) | ​ | $ | 23 | ​ | $ | 597 |

| —Current | ​ | $ | 591 | ​ | $ | 99 | ​ | $ | (174) | ​ | $ | 5 | ​ | $ | 521 |

| 2018 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| —Current | ​ | $ | 594 | ​ | $ | 69 | ​ | $ | (62) | ​ | $ | (11) | ​ | $ | 591 |

| 2018 | ​ | $ | 574 | ​ | $ | 136 | ​ | $ | (162) | ​ | $ | (19) | ​ | $ | 530 |

| 2020 | ​ | $ | 498 | ​ | $ | 774 | ​ | $ | (755) | ​ | $ | 4 | ​ | $ | 522 |

| 2019 | ​ | $ | 500 | ​ | $ | 823 | ​ | $ | (830) | ​ | $ | 5 | ​ | $ | 498 |

| 2018 | ​ | $ | 451 | ​ | $ | 897 | ​ | $ | (828) | ​ | $ | (20) | ​ | $ | 500 |