IBM (IBM) 10-K risk factor changes: FY2022 vs FY2021

_Downturn in Economic Environment and Client Spending Budgets Could Impact the Company’s Business:_ If overall demand for IBM’s products and solutions decreases, whether due to general economic conditions, [removed: including those associated with the COVID-19 pandemic,] or a shift in client buying patterns, the company’s revenue and profit could be impacted.

_Failure of Innovation Initiatives Could Impact the Long-Term Success of the Company:_ IBM has [removed: been moving] [added: moved] into areas, including those that incorporate or utilize hybrid cloud, artificial intelligence, 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.

[removed: The company’s] financial results may also be impacted by the structure of products and services contracts and the nature of its customers’ businesses; for example, certain of the company’s services contracts with commercial customers in regulated industries are subject to periodic review by regulators with respect to controls and processes.

[added: Further, general economic conditions,] including sudden shifts in regional or global economic activity [removed: 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 [removed: Conditions, including the COVID-19 Pandemic:_] [added: Conditions:_] The company is a globally integrated entity, operating in over 175 countries worldwide and deriving [removed: more than] [added: about] sixty percent of its revenues from sales outside the United States.

_Ineffective Internal Controls Could Impact the Company’s Business and Operating Results:_ The company’s internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, [added: failure or interruption of information technology systems,] the circumvention or overriding of controls, or fraud.

_The Company’s Use of Accounting Estimates Involves Judgment and Could Impact the Company’s Financial Results:_ The application of accounting principles generally accepted in the U.S. (GAAP) requires the company to make estimates and assumptions about certain items and future events that directly affect its reported financial [removed: condition, including considering financial implications of the macroeconomic impacts of the COVID-19 pandemic.][added: condition.]

The company’s most critical accounting estimates are described in the Management Discussion in IBM’s [removed: 2021] [added: 2022] Annual Report to Stockholders, under “Critical Accounting Estimates.” In addition, as discussed in note [removed: S,] [added: R,] “Commitments & Contingencies,” in IBM’s [removed: 2021] [added: 2022] Annual Report to Stockholders, the company makes certain estimates including [removed: decisions related to legal proceedings and reserves.]

_Cybersecurity and Privacy Considerations Could Impact the Company’s Business:_ There are numerous and evolving risks to cybersecurity and privacy, including risks originating from intentional acts of criminal hackers, hacktivists, nation states and competitors; from intentional and unintentional acts of customers, contractors, business partners, vendors, employees and other third parties; and from errors in processes or technologies, as well as the risks associated with an increase in the number of customers, contractors, business partners, vendors, employees and other third parties working [removed: remotely as a result of the COVID-19 pandemic.][added: remotely.]

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

The risks associated with such legal proceedings are described in more detail in note [removed: S,] [added: R,] “Commitments & Contingencies,” in IBM’s [removed: 2021] [added: 2022] Annual Report to Stockholders.

IBM’s [removed: 2021] [added: 2022] Annual Report to Stockholders includes information about potential impacts from pension funding and the use of certain assumptions regarding pension matters.

_The Company Is Exposed to Currency and Financing Risks That Could Impact Its Revenue and Business:_ The company derives a significant percentage of its revenues and costs from its affiliates operating in local currency environments, and those results are affected by changes in the relative values of non-U.S. currencies and the U.S. dollar, as well as sudden shifts in regional or global economic [removed: activity such as those associated with the COVID-19 pandemic.][added: activity.]

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

_The Company’s Financial Performance Could Be Impacted by Changes in Market Liquidity Conditions and by Customer Credit Risk on Receivables:_ The company’s financial performance is exposed to a wide variety of industry sector dynamics worldwide, including sudden shifts in regional or global economic [removed: activity such as those associated with the COVID-19 pandemic.][added: activity.]

IBM’s [removed: 2021] [added: 2022] Annual Report to Stockholders includes information about the company’s liquidity position.

The company’s

decisions related to legal proceedings and reserves.

Further, general economic conditions,

For example, on March 11, 2020, the World Health Organization (WHO) declared the novel coronavirus (COVID-19) a global pandemic.

The COVID-19 pandemic has created volatility, uncertainty and economic disruption.

​

Refer to pages 6 through [removed: 57] [added: 42] of IBM’s [removed: 2021] [added: 2022] Annual Report to Stockholders, which are incorporated herein by reference.

Refer to the section titled “Market Risk” on pages [removed: 53] [added: 39] and [removed: 54] [added: 40] of IBM’s [removed: 2021] [added: 2022] Annual Report to Stockholders, which is incorporated herein by reference.

The following information is included in IBM’s [removed: 2021] [added: 2022] Annual Report to Stockholders and is incorporated by reference:

Business Segments and Capabilities—pages [removed: 13] [added: 14] to 15.

[removed: IBM is a globally integrated enterprise that participates in a highly competitive environment, where our] [added: Our] competitors vary by industry segment, and range from large multinational enterprises to smaller, more narrowly focused entities.

Our principal methods of competition are: technology innovation; performance; price; quality; brand; our [removed: broad range] [added: breadth] of capabilities, products and services; talent; client relationships and trust; the ability to deliver business value to clients; and service and support.

These investments not only drive current [removed: performance,] [added: performance] but will extend our innovation leadership into the future.

[removed: We differentiate from other providers, as our] [added: 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 [removed: actions have positioned] [added: attributes position] IBM for accelerated growth now [removed: with hybrid cloud] and [removed: AI while preparing] [added: prepare] us for the next set of business opportunities, such as quantum computing.

[removed: As] [added: Across our business segments,] we [added: recognize hundreds of competitors worldwide and as we] execute our [removed: strategy as a] hybrid cloud and AI [removed: company,] [added: strategy,] we are regularly exposed to new competitors.

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

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

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

[removed: We compete with] [added: Our] broad-based competitors [removed: including:] [added: include:] Accenture, Capgemini, India-based service providers, management consulting firms, the consulting practices of public accounting firms, [added: engineering service providers,] and many companies that primarily focus on local markets or niche service areas.

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

In addition, we offer a portfolio of [removed: support] [added: life-cycle] services [removed: and solutions] for hybrid cloud [removed: infrastructure.][added: infrastructure deployment.]

Our principal competitors [removed: include] [added: include:] Dell Technologies, Hewlett-Packard Enterprise (HPE), [removed: Intel] [added: Intel, NetApp] and [added: Pure Storage as well as] original device [removed: manufacturer] [added: manufacturers (ODMs) who provide] systems that are [removed: often] re-branded.

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

Financing provides client and commercial financing, facilitating IBM [removed: client’s] [added: clients’] acquisition of IT systems, software and services.

The key competitive factors [removed: include] [added: include:] interest rates charged, IT product experience, client service, contract flexibility, ease of doing business, global capabilities and residual values.

The company may also make forward-looking statements in other reports filed with the Securities and Exchange Commission [removed: (SEC),] [added: (“SEC”),] in materials delivered to stockholders and in press releases.

[removed: Readers should carefully review such cautionary statements as they identify certain] important factors that could cause actual results to differ materially from those in the forward-looking statements and from historical trends.

The following information is included in IBM’s [removed: 2021] [added: 2022] Annual Report to Stockholders and is incorporated herein by reference:

Segment information and revenue by classes of similar products or services—pages [removed: 87] [added: 70] to [removed: 90.][added: 73.]

Financial information regarding environmental activities—page [removed: 112.][added: 95.]

The management discussion overview—pages 8 to [removed: 11.][added: 10.]

Website information and company reporting—page [removed: 139.][added: 122.]

| Arvind Krishna, Chairman of the Board and Chief Executive Officer* | ​ | [removed: 59] [added: 60] | ​ | 2020 |

| Michelle H. Browdy, Senior Vice President, Legal and Regulatory Affairs, and General Counsel | ​ | [removed: 57] [added: 58] | ​ | 2015 |

| Gary D. Cohn, Vice Chairman | ​ | [removed: 61] [added: 62] | ​ | 2021 |

| James J. Kavanaugh, Senior Vice President and Chief Financial Officer, Finance and Operations | ​ | [removed: 55] [added: 56] | ​ | 2008 |

| Nickle J. LaMoreaux, Senior Vice President and Chief Human Resources Officer | ​ | [removed: 42] [added: 43] | ​ | 2020 |

| Tom Rosamilia, Senior Vice [removed: President, IBM Software] [added: President] and [removed: Chairman, North America] [added: Senior Advisor] | ​ | [removed: 61] [added: 62] | ​ | 2021 |

Strategic Partnerships

We proactively partner with a broad variety of companies including hyperscalers, service providers, global system integrators, and software and hardware vendors.

We work alongside our partners to deliver end-to-end solutions that address our clients’ complex business challenges while accelerating growth.

Our strategic partners include: Adobe, Amazon Web Services (AWS), Cisco Systems, Microsoft, Oracle, Salesforce, Samsung Electronics and SAP, among others.

Companies with which we have strategic partnerships in some areas may be competitors in other areas.

IBM is a globally integrated enterprise that participates in a highly competitive environment.

In order to maintain leadership, we optimize our portfolio with organic and inorganic innovations and effective resource allocation.

We differentiate from other providers by bringing together incumbency with enterprises, deep expertise in technology, industries and business processes, a broad go-to-market reach including an ecosystem of partners and alliances, and a strong focus on innovation.

Consulting focuses on integrating skills on strategy, experience, technology and operations by domain and industry.

Readers should carefully review such cautionary statements as they identify certain

Information About Our Executive Officers (at February 28, 2023):

| Nicolas A. Fehring, Vice President and Controller | ​ | 44 | ​ | 2023 |

Overall, across our business segments, we recognize hundreds of competitors worldwide.

In order to maintain leadership, we are optimizing our portfolio with organic and inorganic innovations, shifting resources, embedding AI and cloud into our offerings while building new solutions and modernizing our existing platforms.

We leverage a flexible, secure, and open hybrid cloud platform and scale up solutions integrating (1) data, (2) AI for production and automation, (3) deep expertise in industries and business processes, (4) trust and security, along with (5) a broad ecosystem of partners and alliances.

Our hybrid cloud platform based on open

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.

Executive Officers of the Registrant (at February 22, 2022):

| Robert F. Del Bene, Vice President and Controller | ​ | 62 | ​ | 2017 |

Mr. Cohn is Co-Chairman of Cohn Robbins Holding Corp, a special-purpose acquisition company.

Refer to note [removed: S,] [added: R,] “Commitments & Contingencies,” on pages [removed: 113] [added: 96] to [removed: 115] [added: 98] of IBM’s [removed: 2021] [added: 2022] Annual Report to Stockholders, which is incorporated herein by reference.

FOR THE YEAR ENDED DECEMBER 31, [removed: 2021][added: 2022]

| [removed: 2.625%] [added: 3.750%] Notes due [removed: 2022] [added: 2035] | ​ | IBM [removed: 22A] [added: 35] | ​ | New York Stock Exchange |

| [removed: 0.375%] [added: 4.875%] Notes due [removed: 2023] [added: 2038] | ​ | IBM [removed: 23B] [added: 38] | ​ | New York Stock Exchange |

| 0.875% Notes due 2030 | ​ | IBM [removed: 30] [added: 30A] | ​ | 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: $131.4] [added: $127.5] billion.

The registrant had [removed: 899,309,986] [added: 907,105,611] shares of common stock outstanding at February [removed: 11, 2022.][added: 10, 2023.]

Portions of IBM’s Annual Report to Stockholders for the year ended December 31, [removed: 2021] [added: 2022] 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: 26, 2022] [added: 25, 2023] are incorporated by reference into Part III of this Form 10-K.

| ​ | [Item 15. [removed: Exhibits](#Item15ExhibitsFinancialStatementSchedule)] [added: Exhibits, Financial Statement Schedules](#Item15ExhibitsFinancialStatementSchedule)] | 17 |

| 3.375% Notes due 2027 | ​ | IBM 27F | ​ | New York Stock Exchange |

| 3.625% Notes due 2031 | ​ | IBM 31B | ​ | New York Stock Exchange |

| 4.000% Notes due 2043 | ​ | IBM 43 | ​ | New York Stock Exchange |

| 5.875% Debentures due 2032 | ​ | IBM 32D | ​ | New York Stock Exchange |

As of December 31, [removed: 2021,] [added: 2022,] in aggregate, we owned or leased facilities for current use consisting of approximately [removed: 52] [added: 47] million square feet worldwide.

At December 31, [removed: 2021,] [added: 2022,] IBM’s facilities in the U.S. had aggregate floor space of approximately [removed: 20] [added: 18] million square feet, of which approximately 9 million was owned and [removed: 11] [added: 9] million was leased.

Outside the U.S., facilities totaled [removed: nearly 32] [added: approximately 29] million square feet, of which [removed: 7] [added: 6] million was owned and [removed: 25] [added: 23] million was leased.

Refer to page [removed: 139] [added: 122] of IBM’s [removed: 2021] [added: 2022] 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: 362,482] [added: 380,977] common stockholders of record at February [removed: 11, 2022.][added: 10, 2023.]

The following table provides information relating to the company’s repurchase of common stock for the fourth quarter of [removed: 2021.][added: 2022.]

| October 1, [removed: 2021—] [added: 2022—] October 31, [removed: 2021] [added: 2022] | ​ | — | ​ | $ | — | ​ | — | ​ | $ | 2,007,611,768 |

| November 1, [removed: 2021—] [added: 2022—] November 30, [removed: 2021] [added: 2022] | ​ | — | ​ | $ | — | ​ | — | ​ | $ | 2,007,611,768 |

| December 1, [removed: 2021—] [added: 2022—] December 31, [removed: 2021] [added: 2022] | ​ | — | ​ | $ | — | ​ | — | ​ | $ | 2,007,611,768 |

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

At December 31, [removed: 2021] [added: 2022] there was approximately $2.0 billion in authorized funds remaining for purchases under this program.

Refer to pages [removed: 62 through 135 and pages 137] [added: 46] through [removed: 138] [added: 120] of IBM’s [removed: 2021] [added: 2022] Annual Report to Stockholders, which are incorporated herein by reference.

Refer to “Report of Management” and “Report of Independent Registered Public Accounting Firm” on pages [removed: 58] [added: 43] through [removed: 61] [added: 45] of IBM’s [removed: 2021] [added: 2022] Annual Report to Stockholders, which are incorporated herein by reference.

Not applicable.

_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.

Refer to the information under the captions “Election of Directors for a Term of One Year,” “Governance and the Board—Committees of the Board,” “Governance and the Board—Delinquent Section 16(a) Reports: None,” “Governance and the Board—Corporate Governance” and “Frequently Asked Questions—How do I submit an item of business for the [removed: 2023] [added: 2024] 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: 26, 2022,] [added: 25, 2023,] all of which information is incorporated herein by reference.

Also refer to Item 1 of this Form 10-K under the caption [removed: “Executive] [added: “Information About Our Executive] Officers [removed: of the Registrant] (at February [removed: 22, 2022)”] [added: 28, 2023)”] on page 3 for additional information on the company’s executive officers.

Refer to the information under the captions [removed: “2021] [added: “2022] Summary Compensation Table and Related Narrative,” [removed: “2021] [added: “2022] Summary Compensation Table,” [removed: “2021] [added: “2022] Compensation Discussion and Analysis,” [removed: “2021] [added: “2022] Grants of Plan-Based Awards Table,” [removed: “2021] [added: “2022] Outstanding Equity Awards at Fiscal Year-End Table,” [removed: “2021] [added: “2022] Option Exercises and Stock Vested Table,” [removed: “2021] [added: “2022] Retention Plan Table,” [removed: “2021] [added: “2022] Pension Benefits Narrative,” [removed: “2021] [added: “2022] Pension Benefits Table,” [removed: “2021] [added: “2022] Nonqualified Deferred Compensation Narrative,” [removed: “2021] [added: “2022] Nonqualified Deferred Compensation Table,” [removed: “2021] [added: “2022] Potential Payments Upon Termination Narrative,” [removed: “2021] [added: “2022] Potential Payments Upon Termination Table,” “Governance and the Board—Compensation Committee Interlocks and Insider Participation: None,” “Compensation Program as It Relates to Risk,” [removed: “2021] [added: “2022] 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: 26, 2022,] [added: 25, 2023,] 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 [removed: Stock-Based] [added: 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: 26, 2022,] [added: 25, 2023,] all of which information is incorporated herein by reference.

| (1) | In connection with [removed: 16] [added: 14] acquisition transactions, [removed: 635,297] [added: 363,264] additional share based awards, consisting of stock options, were outstanding at December 31, [removed: 2021] [added: 2022] 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: $25.92.] [added: $19.77.] 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: 3,497,352] [added: 3,244,703] and for equity compensation plans not approved by security holders is [removed: 231,505.] [added: 321,375.] For additional information about PSUs, including payout calculations, refer to the information under [removed: ‘‘2021] [added: ‘‘2022] Summary Compensation Table [added: and Related] Narrative’’ in IBM’s definitive Proxy Statement to be filed with the [removed: Securities and Exchange Commission] [added: SEC] and delivered to stockholders in connection with the Annual Meeting of Stockholders to be held April [removed: 26, 2022.] [added: 25, 2023.] |

The Red Hat Plan [removed: has been and will continue to be] [added: was] used solely to fund awards for employees who were not employed by IBM immediately prior to the closing of the acquisition.

For additional information about the DCEAP, see [removed: ‘‘2021] [added: ‘‘2022] Director Compensation Narrative’’ in IBM’s definitive Proxy Statement to be filed with the [removed: Securities and Exchange Commission] [added: SEC] and delivered to stockholders in connection with the Annual Meeting of Stockholders to be held April [removed: 26, 2022.][added: 25, 2023.]

| Options | ​ | 6,021,727 | ​ | $ | 127.59 | ​ | — |

| RSUs | ​ | 18,901,563 | ​ | ​ | N/A | ​ | — |

| PSUs | ​ | 5,515,995 | (2) | ​ | N/A | ​ | — |

| Subtotal | ​ | 30,439,285 | ​ | $ | 127.59 | ​ | 50,674,904 |

| Options | ​ | 252,798 | ​ | $ | 124.94 | ​ | — |

| RSUs | ​ | 2,151,351 | ​ | ​ | N/A | ​ | — |

| PSUs | ​ | 571,354 | (2) | ​ | N/A | ​ | — |

| DCEAP shares | ​ | 162,627 | ​ | ​ | N/A | ​ | — |

| Subtotal | ​ | 3,138,130 | ​ | $ | 124.94 | ​ | 14,033,559 |

| Total | ​ | 33,577,415 | ​ | $ | 127.50 | ​ | 64,708,463 |

| 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 |

| Options | ​ | — | ​ | $ | — | ​ | — |

| 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 |

Refer to the information under the captions “IBM Board of Directors,” “Governance and the Board—Committees of the Board,” “Governance and the Board—Certain Transactions and Relationships” 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: 26, 2022,] [added: 25, 2023,] 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: 26, 2022,] [added: 25, 2023,] all of which information is incorporated herein by reference.

| | 1. | Financial statements from IBM’s [removed: 2021] [added: 2022] Annual Report to Stockholders, which are incorporated herein by reference: |

Report of Independent Registered Public Accounting Firm ‒ PCAOB Firm ID 238 (pages [removed: 59] [added: 44] through [removed: 61).][added: 45).]

Consolidated Income Statement for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] (page [removed: 62).][added: 46).]

Consolidated Statement of Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] (page [removed: 63).][added: 47).]

Consolidated Balance Sheet at December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] (page [removed: 64).][added: 48).]

Consolidated Statement of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] (page [removed: 65).][added: 49).]

Consolidated Statement of Equity at December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] (pages [removed: 66] [added: 50] and [removed: 67).][added: 51).]

Notes to Consolidated Financial Statements (pages [removed: 68] [added: 52] through [removed: 135).][added: 120).]

| S-1 | ​ | II | ​ | [Valuation and Qualifying Accounts and Reserves for the years ended December 31, [added: 2022,] 2021, [removed: 2020] and [removed: 2019.](#VALUATIONANDQUALIFYINGACCOUNTSANDRESERVE)] [added: 2020.](#VALUATIONANDQUALIFYINGACCOUNTSANDRESERVE)] |

| (3) | ​ | Certificate of Incorporation and [removed: By-laws.] [added: By-laws] | ​ | ​ |

| ​ | ​ | [The Certificate of Incorporation of [removed: IBM.](https://www.sec.gov/Archives/edgar/data/51143/000155837022001584/ibm-20211231xex3d1.htm)] [added: IBM, is Exhibit 3.1 to Form 10-K, filed February 22, 2022, and is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000155837022001584/ibm-20211231xex3d1.htm)] | ​ | [removed: 3.1] [added: ​] |

| ​ | ​ | [The By-Laws of IBM, as amended through [removed: October 25, 2021,] [added: April 26, 2022,] is Exhibit 3.2 to Form [removed: 8-K,] [added: 10-Q,] filed [removed: October 22, 2021,] [added: April 26, 2022,] 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/51143/000155837022005983/ibm-20220331xex3d2.htm)] | ​ | ​ |

| (4) | ​ | Instruments defining the rights of security [removed: holders.] [added: holders] | ​ | ​ |

| ​ | ​ | [The instrument defining the rights of the holders of the [removed: 1.875%] [added: 0.300%] Notes due [removed: 2022] [added: 2026] is Exhibit [removed: 2.1] [added: 4] to Form 8-K, filed [removed: July 27, 2012,] [added: November 1, 2016,] and is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/51143/000095015712000302/ex-2.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/51143/000095015716002418/ex-4.htm)] | ​ | ​ |

| ​ | ​ | [The instrument defining the rights of the holders of the [removed: 2.625% Notes] [added: 5.875% Debentures] due [removed: 2022] [added: 2032] is Exhibit [removed: 2] [added: 3] to Form [removed: 8-K,] [added: 8 K,] filed on [removed: August 4, 2015,] [added: November 26, 2002,] and is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/51143/000095015715000867/ex2.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015702000806/ex-3.txt)] | ​ | ​ |

| ​ | ​ | [The [removed: instrument] [added: instruments] defining the rights of the holders of the [removed: 2.875%] [added: 3.300%] Notes due [removed: 2022] [added: 2027] is Exhibit [removed: 2] [added: 4.4] to Form 8-K, filed [removed: on November 6, 2015,] [added: January 26, 2017,] and [removed: is] [added: are] hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/51143/000095015715001278/ex-2.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/51143/000095015717000137/0000950157-17-000137-index.htm)] | ​ | ​ |

| ​ | ​ | [The instruments defining the rights of the holders of the 3.450% Notes due 2026 and [added: the] 4.700% Notes due 2046 are Exhibits 4.4 and 4.5 to Form [removed: 8-K] [added: 8-K,] filed February 18, 2016, and are hereby incorporated by reference.](http://www.sec.gov/Archives/edgar/data/51143/000095015716001614/0000950157-16-001614-index.htm) | ​ | ​ |

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

| ​ | ​ | [The [removed: instrument] [added: instruments] defining the rights of the holders of the [removed: 0.300%] [added: 0.950%] Notes due [removed: 2026 is Exhibit 4] [added: 2025, and the 1.500% Notes due 2029 are Exhibits 4.1 and 4.2] to Form [removed: 8-K] [added: 8-K,] filed [removed: November 1, 2016,] [added: May 22, 2017,] and [removed: is] [added: are] hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/51143/000095015716002418/ex-4.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/51143/000095015717000703/0000950157-17-000703-index.htm)] | ​ | ​ |

| ​ | ​ | [The instruments defining the rights of the holders of the [removed: 2.500%] [added: 0.875%] Notes due [removed: 2022 and 3.300%] [added: 2025, the 1.250%] Notes due 2027 [added: and the 1.750% Notes due 2031] are Exhibits [added: 4.2,] 4.3 and 4.4 to Form [removed: 8-K] [added: 8-K,] filed January [removed: 26, 2017,] [added: 30, 2019,] and are hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/51143/000095015717000137/0000950157-17-000137-index.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/51143/000095015719000098/0000950157-19-000098-index.htm)] | ​ | ​ |

| ​ | ​ | [The instruments defining the rights of the holders of the [removed: 0.950%] [added: 3.000%] Notes due [removed: 2025,] [added: 2024, the 3.300% Notes due 2026, the 3.500% Notes due 2029, the 4.150% Notes due 2039] and [removed: 1.500%] [added: the 4.250%] Notes due [removed: 2029] [added: 2049] are Exhibits [removed: 4.1] [added: 4.4, 4.5, 4.6, 4.7] and [removed: 4.2] [added: 4.8] to Form [removed: 8-K] [added: 8-K,] filed May [removed: 22, 2017,] [added: 14, 2019,] and are hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/51143/000095015717000703/0000950157-17-000703-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 [removed: 0.375%] [added: 4.000%] Notes due [removed: 2023,] [added: 2025,] the [removed: 0.875%] [added: 4.150%] Notes due [removed: 2025,] [added: 2027,] the [removed: 1.250%] [added: 4.400%] Notes due [removed: 2027] [added: 2032] and the [removed: 1.750%] [added: 4.900%] Notes due [removed: 2031] [added: 2052] are Exhibits 4.1, 4.2, 4.3 and 4.4 to Form 8-K, filed [removed: January 30, 2019,] [added: July 26, 2022,] and are hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/51143/000095015719000098/0000950157-19-000098-index.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000110465922082789/0001104659-22-082789-index.htm)] | ​ | ​ |

| ​ | ​ | [The instruments defining the rights of the holders of [removed: 2.850%] [added: the 3.375%] Notes due [removed: 2022,] [added: 2027,] the [removed: 3.000%] [added: 3.625%] Notes due [removed: 2024,] [added: 2031,] the [removed: 3.300%] [added: 3.750%] Notes due [added: 2035, the 4.000% Notes due 2043, the 4.875% Notes due 2038, the 4.500% Notes due] 2026, the [removed: 3.500%] [added: 4.500%] Notes due [removed: 2029,] [added: 2028,] the [removed: 4.150%] [added: 4.750%] Notes due [removed: 2039] [added: 2033] and the [removed: 4.250%] [added: 5.100%] Notes due [removed: 2049] [added: 2053] are Exhibits [added: 4.1, 4.2,] 4.3, 4.4, 4.5, 4.6, [removed: 4.7 and] [added: 4.7,] 4.8 [added: and 4.9] to Form 8-K, filed [removed: May 14, 2019,] [added: February 3, 2023,] and are hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/51143/000095015719000591/0000950157-19-000591-index.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000110465923010509/0001104659-23-010509-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) [The instruments defining the rights of the holders of the 0.875% Notes due 2030, [added: the] 1.250% Notes due 2034, [added: the] 2.200% Notes due 2027, [added: the] 2.720% Notes due 2032 and [added: the] 3.430% Notes due 2052 are Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5 to Form [removed: 8-K] [added: 8-K,] filed February 8, 2022, and are hereby incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/51143/000110465922013887/0001104659-22-013887-index.htm)] [added: 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/51143/000155837022001584/ibm-20211231xex4d1.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex4d1.htm).] | ​ | 4.1 |

| ​ | ​ | [The IBM Red Hat Acquisition Long-Term [removed: Performancce] [added: 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 [removed: POS] [added: POS,] filed on December 18, 2020, is hereby incorporated by reference.*](https://www.sec.gov/Archives/edgar/data/51143/000110465920137491/tm2038697d1_ex4-8.htm) | ​ | ​ |

| ​ | ​ | [The IBM 1997 Long-Term Performance Plan, a compensatory plan, contained in Registration Statement No. 333-31305 on Form S-8, as such amended plan was filed as Exhibit 10.4 to Form 10-Q for the quarter ended September 30, 2007, is hereby incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/51143/000110465907078049/a07-24846_1ex10d4.htm) [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_ex4-3.htm)] | ​ | ​ |

| ​ | ​ | [removed: [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] [added: [Terms] and [removed: restated plan was] [added: Conditions of IBM LTPP Equity Awards, effective June 1, 2020,] filed as Exhibit [removed: 4.3] [added: 10.1] to Form [removed: S-8] [added: 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) [Form of LTPP equity award agreement for performance share unites, effective, January 1, 2021,] filed [removed: on October] [added: as Exhibit 10.1 to Form 10-Q for the quarter ended March] 1, 2021, is hereby incorporated by [removed: reference.*](https://www.sec.gov/Archives/edgar/data/51143/000110465921122029/tm2128932d1_s8.htm)] [added: 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, [removed: SARS and] [added: SARS,] (ii) [added: performance share units and (iii)] retention restricted stock unit [removed: awards. Such] [added: 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 [removed: agreement forms] [added: agreements for (i) stock options, restricted stock, restricted stock units, cash-settled restricted stock units, SARS,] and [added: (ii) performance share units, as well as] the [removed: related terms] [added: Terms] and [removed: conditions document,] [added: Conditions of LTPP Equity Awards,] effective [removed: June 9, 2014, were] [added: January 1, 2022, in connection with the foregoing award agreements,] filed [removed: under Exhibit 10.1] as Exhibit [removed: 10.2] [added: 10.1] to Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: March] [added: December] 31, [removed: 2014,] [added: 2021,] are hereby incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/51143/000005114314000004/ibm14q1_ex10d1.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/51143/000155837022001584/ibm-20211231xex10d1.htm)] | ​ | ​ |

| ​ | ​ | [removed: [Form of LTPP equity award agreement for performance share units] [added: [Amendment No. 1 to the Amended and Restated Deferred Compensation and Equity Award Plan, effective January 30, 2018, which] was filed as Exhibit 10.1 to Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: March] [added: December] 31, [removed: 2015, and] [added: 2017,] is hereby incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/51143/000005114315000003/ibm15q1_ex10d1.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/51143/000104746918001117/a2233835zex-10_1.htm)*] | ​ | ​ |

| ​ | ​ | [removed: [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) [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, [removed: (ii) performance share units] and [removed: (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 [removed: January] [added: February] 1, [removed: 2022,] [added: 2023,] in connection with the foregoing award [removed: agreements.*](https://www.sec.gov/Archives/edgar/data/51143/000155837022001584/ibm-20211231xex10d1.htm)] [added: agreements.*](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d1.htm)] | ​ | 10.1 |

| ​ | ​ | Board of Directors compensatory plans, as described under the caption [removed: “General Information—2020] [added: “Governance of the Board—2022] 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: 26, 2022,] [added: 25, 2023,] are hereby incorporated by reference.* | ​ | ​ |

| ​ | ​ | [Amendment No. [removed: 1] [added: 2] to the Amended and Restated Deferred Compensation and Equity Award Plan, effective [removed: January 30, 2018, which was filed as Exhibit 10.1 to Form 10-K for the year ended] December [removed: 31, 2017, is hereby incorporated by reference.](http://www.sec.gov/Archives/edgar/data/51143/000104746918001117/a2233835zex-10_1.htm)] [added: 13, 2022.](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d2.htm)*] | ​ | [removed: ​] [added: 10.2] |

| ​ | ​ | [The IBM Excess 401(k) Plus Plan, a compensatory plan (formerly the IBM Executive Deferred Compensation Plan), as amended and restated through January 1, [removed: 2021, filed as Exhibit 10.1 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-20201231xex10d1.htm)] [added: 2023.](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d3.htm)*] | ​ | [removed: ​] [added: 10.3] |

| ​ | ​ | [Form of Noncompetition [removed: Agreement.*](https://www.sec.gov/Archives/edgar/data/51143/000155837022001584/ibm-20211231xex10d2.htm)] [added: Agreement.*](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d4.htm)] | ​ | [removed: 10.2] [added: 10.4] |

| ​ | ​ | [Letter Agreement, signed by [removed: James Whitehurst] [added: Gary Cohn] and IBM, dated [removed: October 28, 2018,] [added: December 24, 2020,] filed as Exhibit 10.3 to Form 10-K for the year ended December 31, [removed: 2020,] [added: 2021,] is hereby incorporated by [removed: reference.*](https://www.sec.gov/Archives/edgar/data/51143/000155837021001489/ibm-20201231xex10d3.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/51143/000155837022001584/ibm-20211231xex10d3.htm)] | ​ | ​ |

| ​ | ​ | [Letter Agreement, signed by [removed: James Whitehurst and IBM,] [added: Gary Cohn,] dated December [removed: 12, 2019,] [added: 24, 2020,] filed as Exhibit 10.4 to Form 10-K for the year ended December 31, [removed: 2020,] [added: 2021,] is hereby incorporated by [removed: reference.*](https://www.sec.gov/Archives/edgar/data/51143/000155837021001489/ibm-20201231xex10d4.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/51143/000155837022001584/ibm-20211231xex10d4.htm)] | ​ | ​ |

| ​ | ​ | [$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 [removed: 8-K] [added: 8-K,] filed June 25, 2021, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015721000696/ex10-1.htm) [removed: [$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.](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/51143/000155837022001584/ibm-20211231xex13.htm)] [added: Holders](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex13.htm)] | ​ | 13 |

| (21) | ​ | [Subsidiaries of the [removed: registrant](https://www.sec.gov/Archives/edgar/data/51143/000155837022001584/ibm-20211231xex21.htm)] [added: registrant](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex21.htm)] | ​ | 21 |

| (23) | ​ | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/51143/000155837022001584/ibm-20211231xex23d1.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex23d1.htm)] | ​ | 23.1 |

| ​ | ​ | [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.*](https://www.sec.gov/Archives/edgar/data/51143/000155837022001584/ibm-20211231xex10d2.htm) | ​ | ​ |

| ​ | ​ | [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.](https://www.sec.gov/Archives/edgar/data/51143/000095015722000765/ex10-1.htm) | ​ | ​ |

| ​ | ​ | [$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.](https://www.sec.gov/Archives/edgar/data/51143/000095015721000696/ex10-2.htm) | ​ | ​ |

| ​ | ​ | [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.](https://www.sec.gov/Archives/edgar/data/51143/000095015722000765/ex10-2.htm) | ​ | ​ |

| ​ | ​ | [Terms and Conditions of LTPP equity award agreements was filed as Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2016, and is hereby incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/51143/000110465916134367/a16-12780_1ex10d1.htm) | ​ | ​ |

| ​ | ​ | [Letter dated December 15, 2020, signed by John E. Kelly III and IBM was included as Exhibit 99.1 to the Form 8-K filed December 18, 2020, and is hereby incorporated by reference.*](https://www.sec.gov/Archives/edgar/data/51143/000110465920137423/tm2038625d2_ex99-1.htm) | ​ | ​ |

| ​ | ​ | [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 |

| *​* | *​* | _Date: February [removed: 22, 2022_] [added: 28, 2023_] |

| ​ ​ ​ ​ /s/ ARVIND KRISHNA | ​ | ​ ​ ​ ​ Chairman of the Board, and Chief Executive Officer | ​ | ​ ​ ​ February [removed: 22, 2022] [added: 28, 2023] |

| /s/ JAMES J. KAVANAUGH | ​ | Senior Vice President and Chief Financial Officer, Finance and Operations | ​ | February [removed: 22, 2022] [added: 28, 2023] |

| /s/ [removed: ROBERT F. DEL BENE] [added: NICOLAS A. FEHRING] | ​ | Vice President and Controller (Chief Accounting Officer) | ​ | February [removed: 22, 2022] [added: 28, 2023] |

| Thomas Buberl | Director | ​ | _Attorney-in-fact_ February [removed: 22, 2022] [added: 28, 2023] |

| Michelle [added: J.] Howard | Director | ​ | ​ |

Our audits of the consolidated financial statements referred to in our report dated February [removed: 22, 2022] [added: 28, 2023] appearing in the [removed: 2021] [added: 2022] 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 22, 2022][added: | 2022 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |]

| ​ | ​ | Balance at | | ​ | ​ | | ​ | ​ | | ​ | [removed: ​] [added: Foreign] | | ​ | Balance at | |

| ​ | ​ | Beginning of | | ​ | Additions/ | | ​ | ​ | | ​ | [removed: ​] [added: Currency] | | ​ | End of | |

| Description | | Period | | | (Deductions) | | | Write-offs | | | [removed: Other] [added: and Other] | | | Period | |

| –Current | ​ | $ | 471 | [removed: *] [added: ​] | $ | 91 | ​ | $ | (78) | ​ | $ | 19 | ​ | $ | 503 |

| –Noncurrent | ​ | $ | [removed: 56] [added: 25] | [removed: *] [added: ​] | $ | [removed: 4] [added: 6] | ​ | $ | [removed: (0)] [added: 0] | ​ | $ | [removed: (13)] [added: (2)] | ​ | $ | [removed: 47] [added: 28] |

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

| 2020 | [removed: ​] | $ | 490 | ​ | $ | 135 | ​ | $ | (125) | ​ | $ | 15 | ​ | $ | 514 |

| 2020 | [removed: ​] | $ | 383 | ​ | $ | 689 | ​ | $ | (712) | ​ | $ | 13 | ​ | $ | 372 |

| Nicolas A. Fehring | ​ | | ​ | |

February 28, 2023

| –Current | ​ | $ | 418 | ​ | $ | 59 | ​ | $ | (55) | ​ | $ | 45 | * | $ | 467 |

| 2022 | ​ | $ | 633 | ​ | $ | 162 | ​ | $ | (148) | ​ | $ | (15) | ​ | $ | 631 |

| 2022 | ​ | $ | 435 | ​ | $ | 620 | ​ | $ | (629) | ​ | $ | (2) | ​ | $ | 424 |

* Includes reserves related to discontinued operations.

| Robert F. Del Bene | ​ | | ​ | |

| Michael L. Eskew | Director | ​ | ​ |

| 2019 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| 2019 | | $ | 530 | ​ | $ | 115 | ​ | $ | (166) | ​ | $ | 11 | ​ | $ | 490 |

| 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.

* Opening balance does not equal the allowance at December 31, 2019 due to the adoption of the guidance for current expected credit losses.

Other primarily comprises currency translation adjustments.