IBM (IBM) 10-K risk factor changes: FY2023 vs FY2022

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

[removed: _Failure] [added: *Failure] of Innovation Initiatives Could Impact the Long-Term Success of the [removed: Company:_] [added: Company:*] IBM has moved into areas, including those that incorporate or utilize hybrid cloud, [removed: artificial intelligence,] [added: AI (including generative AI),] 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: _Damage] [added: *Damage] to IBM’s Reputation Could Impact the Company’s [removed: Business:_] [added: Business:*] IBM has one of the strongest brand names in the world, and its brand and overall reputation could be negatively impacted by many factors, including if the company does not continue to be recognized for its industry leading technology and solutions and as a hybrid cloud and AI leader.

[removed: _Risks] [added: *Risks] from Investing in Growth Opportunities Could Impact the Company’s [removed: Business:_] [added: Business:*] The company continues to invest significantly in key strategic areas to drive revenue growth and market share gains.

[removed: _IBM’s] [added: *IBM’s] Intellectual Property Portfolio May Not Prevent Competitive Offerings, and IBM May Not Be Able to Obtain Necessary [removed: Licenses:_] [added: Licenses:*] The company’s patents and other intellectual property may not prevent competitors from independently developing products and services similar to or duplicative to the company’s, nor can there be any assurance that the resources invested by the company to protect its intellectual property will be sufficient or that the company’s intellectual property portfolio will adequately deter misappropriation or improper use of the company’s technology.

[removed: _Risks] [added: *Risks] to the Company from Acquisitions, Alliances and Dispositions Include Integration Challenges, Failure to Achieve Objectives, the Assumption of Liabilities and Higher Debt [removed: Levels:_] [added: Levels:*] The company has made and expects to continue to make acquisitions, alliances and dispositions.

[removed: _The] [added: *The] Company’s Financial Results for Particular Periods Are Difficult to [removed: Predict:_] [added: Predict:*] IBM’s revenues and profitability are affected by such factors as the introduction of new products and services, the ability to compete effectively in increasingly competitive marketplaces, the length of the sales cycles and the seasonality of technology purchases.

[removed: The company’s][added: Further, the company may]

[added: 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.

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

[removed: Further, the company may] be impacted directly or indirectly by the development and enforcement of laws and regulations in the U.S. and globally that are specifically targeted at the technology industry.

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, including, compliance with U.S. and foreign data privacy requirements, [added: AI regulations,] 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.

[removed: _The] [added: *The] Company May Not Meet Its Growth and Productivity [removed: Objectives:_] [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, [removed: artificial intelligence,] [added: AI,] 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.

[removed: _Ineffective] [added: *Ineffective] Internal Controls Could Impact the Company’s Business and Operating [removed: Results:_] [added: 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, failure or interruption of information technology systems, the circumvention or overriding of controls, or fraud.

[removed: _The] [added: *The] Company’s Use of Accounting Estimates Involves Judgment and Could Impact the Company’s Financial [removed: Results:_] [added: 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 condition.

The company’s most critical accounting estimates are described in the Management Discussion in IBM’s [removed: 2022] [added: 2023] Annual Report to Stockholders, under “Critical Accounting Estimates.” In addition, as discussed in note R, “Commitments & Contingencies,” in IBM’s [removed: 2022] [added: 2023] Annual Report to Stockholders, the company makes certain estimates including [added: decisions related to legal proceedings and reserves.]

[removed: _The] [added: *The] Company’s Goodwill or Amortizable Intangible Assets May Become [removed: Impaired:_] [added: Impaired:*] The company acquires other companies, including the intangible assets of those companies.

[removed: _The] [added: *The] Company Depends on Skilled Employees and Could Be Impacted by a Shortage of Critical [removed: Skills:_] [added: Skills:*] Much of the future success of the company depends on the continued service, availability and integrity of skilled employees, including technical, marketing and staff resources.

[removed: _The] [added: *The] Company’s Business Could Be Impacted by Its Relationships with Critical [removed: Suppliers:_] [added: Suppliers:*] IBM’s business employs a wide variety of components (hardware and software), supplies, services and raw materials from a substantial number of [removed: suppliers around the world.]

[removed: _Product] [added: *Product] and Service Quality Issues Could Impact the Company’s Business and Operating [removed: Results:_] [added: Results:*] The company has rigorous quality control standards and processes intended to prevent, detect and correct errors, malfunctions and other defects in its products and services.

[removed: _The] [added: *The] Company Could Be Impacted by Its Business with Government [removed: Clients:_] [added: Clients:*] The company’s customers include numerous governmental entities within and outside the U.S., including the U.S. Federal Government and state and local entities.

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

[removed: _Cybersecurity] [added: *Cybersecurity] and Privacy Considerations Could Impact the Company’s [removed: Business:_] [added: 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 [added: or omissions] 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 remotely.

Cyber threats are continually evolving, [added: including with the increased use of AI,] making it difficult to defend against such threats and vulnerabilities that can persist undetected over extended periods of time.

[removed: Successful cybersecurity] [added: Cybersecurity] attacks or other security [added: incidents, including industry-wide] incidents [added: such as MOVEit, have or] 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 [removed: third party] [added: 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 [removed: artificial intelligence,] [added: AI,] 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.

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 [removed: third party] [added: third-party] operations or services, financial loss, injury or death to persons or property, potential liability, and damage to brand and reputation.

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

As a global enterprise, the regulatory environment with regard to cybersecurity, [removed: privacy] [added: privacy, AI] 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, customer industries (e.g., financial services) and [added: various customer and government supply chain security programs.]

The enactment and expansion of cybersecurity, [added: AI,] 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 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 [removed: technologies such as artificial intelligence.][added: technologies.]

[removed: _The] [added: *The] Company Could Incur Substantial Costs Related to Climate Change and Other Environmental [removed: Matters:_] [added: 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.

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

[removed: _Tax] [added: *Tax] Matters Could Impact the Company’s Results of Operations and Financial [removed: Condition:_] [added: Condition:*] The company is subject to income taxes in both the United States and numerous foreign jurisdictions.

In addition, IBM is subject to the continuous examination of its income tax returns by the United States Internal Revenue Service [added: (IRS)] and other tax authorities around the world.

[removed: _The] [added: *The] Company Is Subject to Legal Proceedings and Investigatory [removed: Risks:_] [added: Risks:*] As a company with a substantial employee population and with clients in more than 175 countries, IBM is or may become involved as a party and/or may be subject to a variety of claims, demands, suits, investigations, tax matters and other proceedings that arise from time to time in the ordinary course of its business.

The risks associated with such legal proceedings are described in more detail in note R, “Commitments & Contingencies,” in IBM’s [removed: 2022] [added: 2023] Annual Report to Stockholders.

[removed: _The] [added: *The] Company’s Results of Operations and Financial Condition Could Be Negatively Impacted by Its U.S. and non-U.S. Pension [removed: Plans:_] [added: Plans:*] Adverse financial market conditions and volatility in the credit markets may have an unfavorable impact on the value of the company’s pension trust assets and its future estimated pension liabilities.

IBM’s [removed: 2022] [added: 2023] Annual Report to Stockholders includes information about potential impacts from pension funding and the use of certain assumptions regarding pension matters.

[removed: _The] [added: *The] Company Is Exposed to Currency and Financing Risks That Could Impact Its Revenue and [removed: Business:_] [added: 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 activity.

[removed: _The] [added: *The] Company’s Financial Performance Could Be Impacted by Changes in Market Liquidity Conditions and by Customer Credit Risk on [removed: Receivables:_] [added: 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 activity.

IBM’s [removed: 2022] [added: 2023] Annual Report to Stockholders includes information about the company’s liquidity position.

suppliers around the world.

The company regularly addresses cybersecurity attacks and vulnerabilities.

We do not

Most of

decisions related to legal proceedings and reserves.

various customer and government supply chain security programs.

​

Refer to pages 6 through [removed: 42] [added: 40] of IBM’s [removed: 2022] [added: 2023] Annual Report to Stockholders, which are incorporated herein by reference.

Refer to the section titled “Market Risk” on pages [removed: 39] [added: 36] and [removed: 40] [added: 37] of IBM’s [removed: 2022] [added: 2023] Annual Report to Stockholders, which is incorporated herein by reference.

This was signaled [removed: almost] 100 years ago, in 1924, when C-T-R changed its name to International Business Machines Corporation.

The following information is included in IBM’s [removed: 2022] [added: 2023] Annual Report to Stockholders and is incorporated by reference:

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

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

[removed: Competition][added: Competition]

[removed: Software:][added: Software:]

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

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

[removed: Consulting:][added: Consulting:]

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

[removed: Infrastructure:][added: Infrastructure:]

Further, cloud service providers are leveraging innovation in technology and service delivery to compete with traditional providers and to offer [removed: new] [added: additional] routes to market for server and storage systems.

[removed: Financing:][added: Financing:]

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

[removed: Forward-looking] [added: Forward-looking] and Cautionary [removed: Statements][added: Statements]

“Risk Factors” on pages [removed: 3] [added: [3](#i7527b232abdf40b3b0fbcb921de3fa07_16)] to [removed: 10] [added: [9](#i840ce0f4f64b445481712e02c9f5d6f0_37715)] are cautionary statements that accompany those forward-looking statements.

[added: 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: 2022] [added: 2023] Annual Report to Stockholders and is incorporated herein by reference:

Segment information and revenue by classes of similar products or services—pages [removed: 70] [added: 66] to [removed: 73.][added: 70.]

Financial information regarding environmental activities—page [removed: 95.][added: 94.]

Website information and company reporting—page [removed: 122.][added: 123.]

[removed: Information] [added: Information] About Our Executive Officers (at February [removed: 28, 2023):][added: 26, 2024):]

| [removed: ​] | | [added: |] Age | | [added: | | | |] Officer since | [added: | |]

| Arvind Krishna, Chairman of the Board and Chief Executive [removed: Officer*] [added: Officer (1)] | [removed: ​] | [removed: 60] | [removed: ​] [added: 61] | [added: | | | | |] 2020 | [added: | |]

| Michelle H. Browdy, Senior Vice President, Legal and Regulatory Affairs, and General Counsel | [removed: ​] | [removed: 58] | [removed: ​] [added: 59] | [added: | | | | |] 2015 | [added: | |]

| Gary D. Cohn, Vice Chairman | [removed: ​] | [removed: 62] | [removed: ​] [added: 63] | [added: | | | | |] 2021 | [added: | |]

| Nicolas A. Fehring, Vice President and Controller | [removed: ​] | [removed: 44] | [removed: ​] [added: 45] | [added: | | | | |] 2023 | [added: | |]

| James J. Kavanaugh, Senior Vice President and Chief Financial Officer, Finance and Operations | [removed: ​] | [removed: 56] | [removed: ​] [added: 57] | [added: | | | | |] 2008 | [added: | |]

| Nickle J. LaMoreaux, Senior Vice President and Chief Human Resources Officer | [removed: ​] | [removed: 43] | [removed: ​] [added: 44] | [added: | | | | |] 2020 | [added: | |]

[removed: *]     [added: (1)] Member of the Board of Directors.

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| Robert D. Thomas, Senior Vice President, Software and Chief Commercial Officer | | | 49 | | | | | | 2023 | | |

Readers should carefully review such cautionary statements as they identify certain

| ​ | ​ | ​ | ​ | ​ |

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| Tom Rosamilia, Senior Vice President and Senior Advisor | ​ | 62 | ​ | 2021 |

Refer to note R, “Commitments & Contingencies,” on pages [removed: 96] [added: 95] to [removed: 98] [added: 97] of IBM’s [removed: 2022] [added: 2023] Annual Report to Stockholders, which is incorporated herein by reference.

[removed: FORM 10-K][added: FORM 10-K]

pursuant [removed: to Section 13 or] [added: to Section 13 or] 15 (d) of the

FOR THE YEAR [removed: ENDED DECEMBER] [added: ENDED DECEMBER] 31, [removed: 2022][added: 2023]

| New York [removed: (State] [added: (State] of [removed: Incorporation) One New Orchard Road] [added: Incorporation)] | [added: | |] 13-0871985 [removed: (IRS] [added: (IRS] Employer Identification [removed: Number)] [added: Number)] | [added: | |]

| [removed: Armonk, New York(Address] [added: One New Orchard Road Armonk, New York (Address] of principal executive [removed: offices)] [added: offices)] | [added: | |] 10504 [removed: (Zip Code)] [added: (Zip Code)] | [added: | |]

[removed: 914\-499-1900][added: 914-499-1900]

| Title of each class | | [removed: ​] [added: | | | |] Trading Symbol | | [added: | | | |] Name of each [removed: exchange on] [added: exchange on] which registered | [added: | |]

| Capital stock, par value $.20 per share | [removed: ​] | [added: | | | |] IBM | [removed: ​] | [added: | | | |] New York Stock Exchange | [added: | |]

| [removed: ​] | [removed: ​] | [removed: ​] | [removed: ​] | [added: | | | | | | | |] NYSE Chicago | [added: | |]

| 1.250% Notes due [removed: 2023] [added: 2034] | [removed: ​] | [added: | | | |] IBM [removed: 23A] [added: 34] | [removed: ​] | [added: | | | |] New York Stock Exchange | [added: | |]

| 1.125% Notes due 2024 | [removed: ​] | [added: | | | |] IBM 24A | [removed: ​] | [added: | | | |] New York Stock Exchange | [added: | |]

| 2.875% Notes due 2025 | [removed: ​] | [added: | | | |] IBM 25A | [removed: ​] | [added: | | | |] New York Stock Exchange | [added: | |]

| 0.950% Notes due 2025 | [removed: ​] | [added: | | | |] IBM 25B | [removed: ​] | [added: | | | |] New York Stock Exchange | [added: | |]

| 0.875% Notes due 2025 | [removed: ​] | [added: | | | |] IBM 25C | [removed: ​] | [added: | | | |] New York Stock Exchange | [added: | |]

| 0.300% Notes due 2026 | [removed: ​] | [added: | | | |] IBM 26B | [removed: ​] | [added: | | | |] New York Stock Exchange | [added: | |]

| 1.250% Notes due 2027 | [removed: ​] | [added: | | | |] IBM 27B | [removed: ​] | [added: | | | |] New York Stock Exchange | [added: | |]

| 3.375% Notes due 2027 | [removed: ​] | [added: | | | |] IBM 27F | [removed: ​] | [added: | | | |] New York Stock Exchange | [added: | |]

| 0.300% Notes due 2028 | [removed: ​] | [added: | | | |] IBM 28B | [removed: ​] | [added: | | | |] New York Stock Exchange | [added: | |]

| 1.750% Notes due 2028 | [removed: ​] | [added: | | | |] IBM 28A | [removed: ​] | [added: | | | |] New York Stock Exchange | [added: | |]

| 1.500% Notes due 2029 | [removed: ​] | [added: | | | |] IBM 29 | [removed: ​] | [added: | | | |] New York Stock Exchange | [added: | |]

| 0.875% Notes due 2030 | [removed: ​] | [added: | | | |] IBM 30A | [removed: ​] | [added: | | | |] New York Stock Exchange | [added: | |]

| 1.750% Notes due 2031 | [removed: ​] | [added: | | | |] IBM 31 | [removed: ​] | [added: | | | |] New York Stock Exchange | [added: | |]

| 3.625% Notes due 2031 | [removed: ​] | [added: | | | |] IBM 31B | [removed: ​] | [added: | | | |] New York Stock Exchange | [added: | |]

| 0.650% Notes due 2032 | [removed: ​] | [added: | | | |] IBM 32A | [removed: ​] | [added: | | | |] New York Stock Exchange | [added: | |]

| [removed: 1.250%] [added: 3.750%] Notes due [removed: 2034] [added: 2035] | [removed: ​] | [added: | | | |] IBM [removed: 34] [added: 35] | [removed: ​] | [added: | | | |] New York Stock Exchange | [added: | |]

| [removed: 3.750%] [added: 4.875%] Notes due [removed: 2035] [added: 2038] | [removed: ​] | [added: | | | |] IBM [removed: 35] [added: 38] | [removed: ​] | [added: | | | |] New York Stock Exchange | [added: | |]

| [removed: 4.875%] [added: 1.200%] Notes due [removed: 2038] [added: 2040] | [removed: ​] | [added: | | | |] IBM [removed: 38] [added: 40] | [removed: ​] | [added: | | | |] New York Stock Exchange | [added: | |]

| [removed: 1.200%] [added: 4.000%] Notes due [removed: 2040] [added: 2043] | [removed: ​] | [added: | | | |] IBM [removed: 40] [added: 43] | [removed: ​] | [added: | | | |] New York Stock Exchange | [added: | |]

| [removed: 4.000% Notes] [added: 7.00% Debentures] due [removed: 2043] [added: 2025] | [removed: ​] | [added: | | | |] IBM [removed: 43] [added: 25] | [removed: ​] | [added: | | | |] New York Stock Exchange | [added: | |]

| 7.00% Debentures due [removed: 2025] [added: 2045] | [removed: ​] | [added: | | | |] IBM [removed: 25] [added: 45] | [removed: ​] | [added: | | | |] New York Stock Exchange | [added: | |]

| 6.22% Debentures due 2027 | [removed: ​] | [added: | | | |] IBM 27 | [removed: ​] | [added: | | | |] New York Stock Exchange | [added: | |]

| 6.50% Debentures due 2028 | [removed: ​] | [added: | | | |] IBM 28 | [removed: ​] | [added: | | | |] New York Stock Exchange | [added: | |]

| 5.875% Debentures due 2032 | [removed: ​] | [added: | | | |] IBM 32D | [removed: ​] | [added: | | | |] New York Stock Exchange | [added: | |]

| [removed: 7.00%] [added: 7.125%] Debentures due [removed: 2045] [added: 2096] | [removed: ​] | [added: | | | |] IBM [removed: 45] [added: 96] | [removed: ​] | [added: | | | |] New York Stock Exchange | [added: | |]

Securities registered pursuant to Section [removed: 12(g) of] [added: 12(g) of] the Act: None.

| Large accelerated filer ☒ | [added: | |] Accelerated filer ☐ | [added: | |]

| Non-accelerated filer ☐ | [added: | |] Smaller reporting company ☐ | [added: | |]

| [removed: ​] | [added: | |] Emerging growth company ☐ | [added: | |]

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: $127.5] [added: $121.9] billion.

The registrant had [removed: 907,105,611] [added: 916,744,848] shares of common stock outstanding at February [removed: 10, 2023.][added: 9, 2024.]

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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

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| [PART I](#i7527b232abdf40b3b0fbcb921de3fa07_10) | | | | | | [1](#i7527b232abdf40b3b0fbcb921de3fa07_10) | | |

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| | | | [I](#i7527b232abdf40b3b0fbcb921de3fa07_549755814218)[tem 1C. Cybersecurity](#i7527b232abdf40b3b0fbcb921de3fa07_549755814218) | | | [9](#i7527b232abdf40b3b0fbcb921de3fa07_549755814218) | | |

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| [PART II](#i7527b232abdf40b3b0fbcb921de3fa07_31) | | | | | | [12](#i7527b232abdf40b3b0fbcb921de3fa07_31) | | |

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| [PART IV](#i7527b232abdf40b3b0fbcb921de3fa07_79) | | | | | | [17](#i7527b232abdf40b3b0fbcb921de3fa07_79) | | |

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| [SIGNATURES](#i7527b232abdf40b3b0fbcb921de3fa07_88) | | | | | | | | |

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| [SCHEDULE II](#i7527b232abdf40b3b0fbcb921de3fa07_94) | | | | | | S-[1](#i7527b232abdf40b3b0fbcb921de3fa07_94) | | |

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​

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| 7.125% Debentures due 2096 | ​ | IBM 96 | ​ | New York Stock Exchange |

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| [PART I](#PARTI_817424) | | 1 |

| ​ | ​ | ​ |

| [PART II](#PARTII_877712) | | 11 |

| [PART IV](#PARTIV_494636) | | 17 |

| [SIGNATURES](#SIGNATURES_659798) | | ​ |

| ​ | ​ | ​ |

| [SCHEDULE II](#SCHEDULEII_868295) | | S-1 |

*Risk Management and Strategy*

Cybersecurity is a critical part of risk management at IBM and is integrated with the company’s overall enterprise risk management framework.

The Board of Directors and the Audit Committee of the Board are responsible for overseeing management’s execution of cybersecurity risk management and for assessing IBM’s approach to risk management.

Senior management is responsible for assessing and managing IBM’s exposure to cybersecurity risks on an ongoing basis.

From an enterprise perspective, we implement a multi-faceted risk management approach based on the National Institute of Standards and Technology Cybersecurity Framework.

We have established policies and procedures that provide

the foundation upon which IBM’s infrastructure and data are managed.

We regularly assess and adjust our technical controls and methods to identify and mitigate emerging cybersecurity risks.

We use a layered approach with overlapping controls to defend against cybersecurity attacks and threats on IBM networks, end-user devices, servers, applications, data, and cloud solutions.

We draw heavily on our own commercial security solutions and services to manage and mitigate cybersecurity risks.

IBM maintains a Security Operations Center (“SOC”) that monitors for threats to IBM’s networks and systems, utilizing threat intelligence provided by a range of sources, including the IBM Security X-Force Exchange platform, which maintains one of the largest compilations of threat intelligence in the world.

We also rely on tools licensed from third party security vendors to monitor and manage cybersecurity risks.

We periodically engage third parties to supplement and review our cybersecurity practices and provide relevant certifications.

We have a global incident response process, managed by IBM’s Computer Security Incident Response Team (“CSIRT”), that relies primarily on internal expertise to respond to cybersecurity threats and attacks.

We utilize a combination of online training, educational tools, videos and other awareness initiatives to foster a culture of security awareness and responsibility among our workforce, including responsibility for reporting suspicious activity.

IBM has a third party supplier risk management program to oversee and identify risks from cybersecurity threats associated with its use of third party service providers and vendors.

Risks are assessed and prioritized based, among other things, on the type of offering/engagement, supplier assessments, threat intelligence, and industry practices.

As discussed in greater detail in Item 1A., "Risk Factors," the company faces numerous and evolving cybersecurity threats, including risks originating from intentional acts of criminal hackers, hacktivists, nation states and competitors; from intentional and unintentional acts or omissions 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 remotely.

While the company continues to monitor for, identify, investigate, respond to and remediate cybersecurity risks, including incidents and vulnerabilities, there have not been any that have had a material adverse effect on the company, though there is no assurance that there will not be cybersecurity risks that will have a material adverse effect in the future.

*Governance*

IBM’s Enterprise & Technology Security (“E&TS”) organization has oversight responsibility for the security of both IBM’s internal systems and external offerings and works across all of the organizations within the company to protect IBM, its brand, and its clients against cybersecurity risks.

E&TS also addresses cybersecurity risks associated with third party suppliers.

For these purposes, E&TS includes a dedicated Chief Information Security Officer (“CISO”) whose team is responsible for leading enterprise-wide information security strategy, policy, standards, architecture, and processes for IBM’s internal systems.

The CISO manages the CSIRT.

The CISO also manages the Product Security Incident Response Team (“PSIRT”), which focuses on product vulnerabilities potentially affecting the security of offerings sold to customers.

IBM also has Business Information Security Officers (“BISO”) who coordinate with the Office of the CISO on security issues specific to particular business segments.

The CSIRT team, together with the Office of the Chief Information Officer (“CIO”), Cyber Legal, Corporate Security, and BISOs, engages in on-going reviews of incidents, threat intelligence, detections, and vulnerabilities, including to assess client and regulatory impact.

Events of interest are promptly reported to the Senior Vice President (“SVP”) for Legal & Regulatory Affairs and General Counsel (“GC”) and the SVP overseeing cybersecurity (“SVP Sponsor”).

Incidents are delegated to an appropriate incident response team for assessment, investigation, and remediation.

Depending on the nature of the matter, the incident response team may include individuals from E&TS, the Office of the CISO, the Office of the CIO, Cyber Legal, Business Units, the Chief Privacy Office, Human Resources, Procurement, Finance and Operations, and Corporate Security.

The incident response teams advise and consult with the GC and the SVP Sponsor, as appropriate.

The Cybersecurity Advisory Committee (“CAC”) meets regularly and is responsible for overseeing management of the Company’s cybersecurity risk.

The CAC is composed of, among others, SVPs from the major business units, the SVP Sponsor, and the GC.

The CAC is responsible for, among other things, setting the Company’s governance structure for managing cybersecurity risk and reviewing noteworthy cybersecurity incidents and strategies to prevent recurrence.

IBM management responsible for managing cybersecurity risk reflects a cross-section of functions from across the organization

with significant experience in managing such risk as well as the technologies underlying these risks.

They also hold leadership positions outside of IBM in the field of cybersecurity, serving on governing and advisory boards of public and private institutions at the forefront of issues related to cybersecurity, including technology development, cybersecurity policy, and national security.

The Board of Directors and the Audit Committee oversees the cyber governance process.

Leadership from E&TS, including the CISO, make regular presentations to the Audit Committee and the full Board on identification, management, and remediation of cybersecurity risks, both internal and external, as well as threat intelligence, emerging global policies and regulations, cybersecurity technologies, and best practices.

In addition, senior management provides briefings as needed to the Audit Committee Chair, the Audit Committee, and, as appropriate, the full Board, on cybersecurity issues and incidents of potential interest.

As of December 31, [removed: 2022,] [added: 2023,] in aggregate, we owned or leased facilities for current use consisting of approximately [removed: 47] [added: 44] million square feet worldwide.

At December 31, [removed: 2022,] [added: 2023,] IBM’s facilities in the U.S. had aggregate floor space of approximately 18 million square feet, of which approximately 9 million was owned and 9 million was leased.

Outside the U.S., facilities totaled approximately [removed: 29] [added: 26] million square feet, of which [removed: 6] [added: 4] million was owned and [removed: 23] [added: 22] million was leased.

Continuous [added: optimization,] maintenance and upgrading of facilities are essential to maintain [added: our] technological leadership, improve productivity and meet customer demand.

[removed: PART II][added: PART II]

Refer to page [removed: 122] [added: 123] of IBM’s [removed: 2022] [added: 2023] 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: 380,977] [added: 378,481] common stockholders of record at February [removed: 10, 2023.][added: 9, 2024.]

The following table provides information relating to the company’s repurchase of common stock for the fourth quarter of [removed: 2022.][added: 2023.]

| [removed: ​] | | [added: |] Total Number of Shares Purchased | | [added: | | | |] Average Price Paid per Share | | | [added: | | |] Total Number of Shares Purchased as Part of Publicly Announced Program | | [added: | | | |] Approximate Dollar Value of Shares that May Yet Be Purchased Under the [removed: Program*] [added: Program (1)] | | [added: |]

| October 1, [removed: 2022— October] [added: 2023—October] 31, [removed: 2022] [added: 2023] | [removed: ​] | [added: |] — | [removed: ​] | [added: | | | |] $ | — | [removed: ​] | [added: | | |] — | [removed: ​] | [added: | | | |] $ | 2,007,611,768 | [added: |]

| November 1, [removed: 2022— November] [added: 2023—November] 30, [removed: 2022] [added: 2023] | [removed: ​] | [added: |] — | [removed: ​] | [added: | | | |] $ | — | [removed: ​] | [added: | | |] — | [removed: ​] | [added: | | | |] $ | 2,007,611,768 | [added: |]

| December 1, [removed: 2022— December] [added: 2023—December] 31, [removed: 2022] [added: 2023] | [removed: ​] | [added: |] — | [removed: ​] | [added: | | | |] $ | — | [removed: ​] | [added: | | |] — | [removed: ​] | [added: | | | |] $ | 2,007,611,768 | [added: |]

| Total | [removed: ​] | [added: |] — | [removed: ​] | [added: | | | |] $ | — | [removed: ​] | [added: | | |] — | [removed: ​] | [removed: ​] | [removed: ​] | [added: | | | | |]

[removed: *]     [added: (1)] On October 30, 2018, the Board of Directors authorized $4.0 billion in funds for use in the company’s common stock repurchase program.

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

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At December 31, 2022 there was approximately $2.0 billion in authorized funds remaining for purchases under this program.

Refer to pages [removed: 46] [added: 44] through [removed: 120] [added: 121] of IBM’s [removed: 2022] [added: 2023] Annual Report to Stockholders, which are incorporated herein by reference.

The company’s management evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer, the effectiveness of the company’s disclosure controls and procedures as of the end of the period covered by this [removed: report.]

Refer to “Report of Management” and “Report of Independent Registered Public Accounting Firm” on pages [removed: 43] [added: 41] through [removed: 45] [added: 44] of IBM’s [removed: 2022] [added: 2023] Annual Report to Stockholders, which are incorporated herein by reference.

report.

[removed: PART III][added: PART III]

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: 2024] [added: 2025] 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: 25, 2023,] [added: 30, 2024,] all of which information is incorporated herein by reference.

Also refer to Item 1 of this Form 10-K under the caption “Information About Our Executive Officers (at February [removed: 28, 2023)”] [added: 26, 2024)”] on page 3 for additional information on the company’s executive officers.

Refer to the information under the captions [removed: “2022] [added: “2023] Summary Compensation Table and Related Narrative,” [removed: “2022] [added: “2023] Summary Compensation Table,” [removed: “2022] [added: “2023] Compensation Discussion and Analysis,” [removed: “2022] [added: “2023] Grants of Plan-Based Awards Table,” [removed: “2022] [added: “2023] Outstanding Equity Awards at Fiscal Year-End Table,” [removed: “2022] [added: “2023] Option Exercises and Stock Vested Table,” [removed: “2022] [added: “2023] Retention Plan Table,” [removed: “2022] [added: “2023] Pension Benefits Narrative,” [removed: “2022] [added: “2023] Pension Benefits Table,” [removed: “2022] [added: “2023] Nonqualified Deferred Compensation Narrative,” [removed: “2022] [added: “2023] Nonqualified Deferred Compensation Table,” [removed: “2022] [added: “2023] Potential Payments Upon Termination Narrative,” [removed: “2022] [added: “2023] Potential Payments Upon Termination Table,” “Governance and the Board—Compensation Committee Interlocks and Insider Participation: None,” “Compensation Program as It Relates to Risk,” [removed: “2022] [added: “2023] Executive Compensation—Report of the Executive Compensation and Management Resources Committee of the Board of Directors,” [removed: and] “Pay [removed: Ratio”] [added: Ratio, ” and "Pay Versus Performance"] 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: 25, 2023,] [added: 30, 2024,] 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: 25, 2023,] [added: 30, 2024,] all of which information is incorporated herein by reference.

[removed: EQUITY] [added: EQUITY] COMPENSATION PLAN [removed: INFORMATION][added: INFORMATION]

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

| Equity compensation plans approved by security holders | [removed: ​] | [removed: ​] | [removed: ​] | [removed: ​] | [removed: ​] | [removed: ​] | [removed: ​] | [added: | | | | | | | | | | | | |]

| Equity compensation plans not approved by security holders | [removed: ​] | [removed: ​] | [removed: ​] | [removed: ​] | [removed: ​] | [removed: ​] | [removed: ​] | [added: | | | | | | | | | | | | |]

DCEAP Shares = Promised Fee Shares under the DCEAP [removed: (see] [added: (refer to] plan description below)

[removed: | (1) | In] [added: (1)In] connection with [removed: 14] [added: 15] acquisition transactions, [removed: 363,264] [added: 356,373] additional share based awards, consisting of stock options, were outstanding at December 31, [removed: 2022] [added: 2023] as a result of the Company’s assumption of awards granted by the acquired entities. [removed: The weighted-average exercise price of these awards was $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. |]

[removed: | (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 3,244,703 and for equity compensation plans not approved by security holders is 321,375.] For additional information about PSUs, including payout calculations, refer to the information under [removed: ‘‘2022] [added: “2023] Summary Compensation Table and Related [removed: Narrative’’] [added: Narrative”] 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: 25, 2023. |][added: 30, 2024.]

[removed: 2001] [added: 2001] Long-Term Performance Plan (the “2001 [removed: Plan”)][added: Plan”)]

Awards for senior executives of the Company have been and will continue to be funded from the stockholder-approved 1999 Long-Term Performance Plan (the [removed: ‘‘1999 Plan’’);] [added: “1999 Plan”);] the 1999 Plan is also used to fund awards for employees other than senior executives, otherwise, the provisions of the 2001 Plan are identical to the 1999 Plan, including the type of awards that may be granted under the plan (stock options, restricted stock and unit awards and long-term performance incentive awards).

The 2001 Plan is administered by the Executive Compensation and Management Resources Committee of the Board of Directors (the [removed: ‘‘Committee’’),] [added: “Committee”),] and that Committee may delegate to officers of the company certain of its duties, powers and authority.

[removed: In] the event of the death of a participant or in the event a participant is deemed by the company to be disabled and eligible for benefits under the terms of the IBM Long-Term Disability Plan (or any successor plan or similar plan of another employer), the participant’s estate, beneficiaries or representative, as the case may be, shall have the rights and duties of the participant under the applicable award agreement.

[removed: PWCC] [added: PWCC] Acquisition Long-Term Performance Plan (the “PWCC [removed: Plan”)][added: Plan”)]

The PWCC Plan was adopted by the Board of Directors in connection with the company’s acquisition of PricewaterhouseCoopers Consulting [removed: (‘‘PwCC’’)] [added: (“PwCC”)] from PricewaterhouseCoopers LLP, as announced on October 1, 2002.

[removed: Amended] [added: Amended] and Restated Deferred Compensation and Equity Award Plan (the [removed: “DCEAP”)][added: “DCEAP”)]

For additional information about the DCEAP, [removed: see ‘‘2022 Director Compensation Narrative’’] [added: refer to “Director Compensation”] 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: 25, 2023.][added: 30, 2024.]

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| Options | | | | | | 9,259,638 | | | | | | $ | 130.23 | | | | | — | | |

| RSUs | | | | | | 21,624,285 | | | | | | N/A | | | | | | — | | |

| PSUs (2) | | | | | | 5,239,655 | | | | | | N/A | | | | | | — | | |

| Subtotal | | | | | | 36,123,578 | | | | | | $ | 130.23 | | | | | 36,957,129 | | |

| Options | | | | | | 596,924 | | | | | | $ | 130.17 | | | | | — | | |

| RSUs | | | | | | 1,433,358 | | | | | | N/A | | | | | | — | | |

| PSUs (2) | | | | | | 689,528 | | | | | | N/A | | | | | | — | | |

| DCEAP shares | | | | | | 198,263 | | | | | | N/A | | | | | | — | | |

| Subtotal | | | | | | 2,918,073 | | | | | | $ | 130.17 | | | | | 13,374,503 | | |

| Total | | | | | | 39,041,651 | | | | | | $ | 130.23 | | | | | 50,331,632 | | |

The weighted-average exercise price of these awards was $24.43.

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 3,082,150 and for equity compensation plans not approved by security holders is 390,889.

In

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| 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 |

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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: 25, 2023,] [added: 30, 2024,] 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: 25, 2023,] [added: 30, 2024,] all of which information is incorporated herein by reference.

[removed: PART IV][added: PART IV]

[removed: | | (a) | The] [added: (a)The] following documents are filed as part of this report: [removed: |]

[removed: | | 1. | Financial] [added: 1.Financial] statements from IBM’s [removed: 2022] [added: 2023] Annual Report to Stockholders, which are incorporated herein by reference: [removed: |]

Report of Independent Registered Public Accounting Firm ‒ PCAOB Firm ID 238 (pages [removed: 44] [added: 42] through [removed: 45).][added: 43).]

Consolidated Income Statement for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] (page [removed: 46).][added: 44).]

Consolidated Statement of Comprehensive Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] (page [removed: 47).][added: 45).]

Consolidated Balance Sheet at December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] (page [removed: 48).][added: 46).]

Consolidated Statement of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] (page [removed: 49).][added: 47).]

Consolidated Statement of Equity at December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] (pages [removed: 50] [added: 48] and [removed: 51).][added: 49).]

Notes to Consolidated Financial Statements (pages [removed: 52] [added: 50] through [removed: 120).][added: 121).]

[removed: | | 2. | Financial] [added: 2.Financial] statement schedule required to be filed by Item 8 of this Form: [removed: |]

| [added: | | |] Page | | [removed: Schedule Number] | | [removed: ​] | [added: | Schedule Number | | | | | | | | |]

| [removed: ​] | [removed: ​] | [removed: ​] | [removed: ​] | [added: | | | | | | | | | | |] [Report of Independent Registered Public Accounting Firm on Financial Statement [removed: Schedule.](#REPORTOFINDEPENDENTREGISTEREDPUBLIC_2276)] [added: Schedule.](#i7527b232abdf40b3b0fbcb921de3fa07_91)] | [added: | |]

| [added: | | |] S-1 | [removed: ​] | [added: | | | |] II | [removed: ​] | [added: | | | |] [Valuation and Qualifying Accounts and Reserves for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020.](#VALUATIONANDQUALIFYINGACCOUNTSANDRESERVE)] [added: 2021.](#i7527b232abdf40b3b0fbcb921de3fa07_94)] | [added: | |]

| [removed: Reference Number per Item] [added: Reference Number per Item] 601 [removed: of Regulation] [added: of Regulation] S-K | | [added: | | | |] Description of Exhibits | | [added: | | | |] Exhibit [removed: Number in this Form] [added: Number in this Form] 10-K | [added: | |]

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

| [removed: ​] | [removed: ​] | [added: | | | |] [The Certificate of Incorporation of 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: ​] | [removed: ​] | [added: | | | | | |]

| [removed: ​] | [removed: ​] | [added: | | | |] [The By-Laws of IBM, as amended [removed: through April 26, 2022,] [added: through](https://www.sec.gov/Archives/edgar/data/51143/000110465923125363/tm2332699d1_ex3-2.htm) [December](https://www.sec.gov/Archives/edgar/data/51143/000110465923125363/tm2332699d1_ex3-2.htm) [](https://www.sec.gov/Archives/edgar/data/51143/000110465923125363/tm2332699d1_ex3-2.htm)[12](https://www.sec.gov/Archives/edgar/data/51143/000110465923125363/tm2332699d1_ex3-2.htm)[, 202](https://www.sec.gov/Archives/edgar/data/51143/000110465923125363/tm2332699d1_ex3-2.htm)[3](https://www.sec.gov/Archives/edgar/data/51143/000110465923125363/tm2332699d1_ex3-2.htm)[,] is Exhibit 3.2 to [removed: Form 10-Q, filed April 26, 2022,] [added: Form](https://www.sec.gov/Archives/edgar/data/51143/000110465923125363/tm2332699d1_ex3-2.htm) [8-K](https://www.sec.gov/Archives/edgar/data/51143/000110465923125363/tm2332699d1_ex3-2.htm)[, filed](https://www.sec.gov/Archives/edgar/data/51143/000110465923125363/tm2332699d1_ex3-2.htm) [December 12](https://www.sec.gov/Archives/edgar/data/51143/000110465923125363/tm2332699d1_ex3-2.htm)[, 202](https://www.sec.gov/Archives/edgar/data/51143/000110465923125363/tm2332699d1_ex3-2.htm)[3](https://www.sec.gov/Archives/edgar/data/51143/000110465923125363/tm2332699d1_ex3-2.htm)[,] and is hereby incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/51143/000155837022005983/ibm-20220331xex3d2.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000110465923125363/tm2332699d1_ex3-2.htm)] | [removed: ​] | [removed: ​] | [added: | | | | | |]

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

| [removed: ​] | [removed: ​] | [added: | | | |] [The instruments defining the rights of the holders of the 7.00% Debentures due 2025 and the 7.00% Debentures due 2045 are Exhibits 2 and 3, respectively, to Form 8-K, filed on October 30, 1995, and are hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/51143/0000950157-95-000318-index.html)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/0000950157-95-000318-index.html)] | [removed: ​] | [removed: ​] | [added: | | | | | |]

| [removed: ​] | [removed: ​] | [added: | | | |] [The instrument defining the rights of the holders of the 7.125% Debentures due 2096 is Exhibit 4.2 to Form 8-K/A, filed on December 6, 1996, and is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/51143/0000950157-96-000440-index.html)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/0000950157-96-000440-index.html)] | [removed: ​] | [removed: ​] | [added: | | | | | |]

| [removed: ​] | [removed: ​] | [added: | | | |] [The instrument defining the rights of the holders of the 6.22% Debentures due 2027 is Exhibit 3 to Form 8-K, filed on August 1, 1997, and is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/51143/0000950157-97-000355-index.html)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/0000950157-97-000355-index.html)] | [removed: ​] | [removed: ​] | [added: | | | | | |]

| [removed: ​] | [removed: ​] | [added: | | | |] [The instrument defining the rights of the holders of the 6.50% Debentures due 2028 is Exhibit 2 to Form 8-K, filed on January 8, 1998, and is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/51143/0000950157-98-000014-index.html)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/0000950157-98-000014-index.html)] | [removed: ​] | [removed: ​] | [added: | | | | | |]

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

| [removed: ​] | [removed: ​] | [added: | | | |] [The instrument defining the rights of the holders of the [removed: 3.375%] [added: 2.875%] Notes due [removed: 2023] [added: 2025] is Exhibit [removed: 2] [added: 3] to Form 8-K, filed [removed: July 31,] [added: November 6,] 2013, and [removed: is] [added: are] hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/51143/000095015713000282/ex-2.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015713000398/ex3.htm)] | [removed: ​] | [removed: ​] | [added: | | | | | |]

| [removed: ​] | [removed: ​] | [added: | | | |] [The instrument defining the rights of the holders of the [removed: 2.875%] [added: 0.300%] Notes due [removed: 2025] [added: 2026] is Exhibit [removed: 3] [added: 4] to Form 8-K, filed November [removed: 6, 2013,] [added: 1, 2016,] and [removed: are] [added: is] hereby incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015713000398/ex3.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015716002418/ex-4.htm)] | [removed: ​] | [removed: ​] | [added: | | | | | |]

| [removed: ​] | [removed: ​] | [added: | | | |] [The [removed: instrument] [added: instruments] defining the rights of the holders of the [removed: 3.625%] [added: 3.300%] Notes due [removed: 2024] [added: 2027] is Exhibit [removed: 5] [added: 4.4] to Form 8-K, filed [removed: February 11, 2014,] [added: January 26, 2017,] and [removed: is] [added: are] hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/51143/000095015714000111/ex5.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015717000137/0000950157-17-000137-index.htm)] | [removed: ​] | [removed: ​] | [added: | | | | | |]

| [removed: ​] | [removed: ​] | [added: | | | |] [The [removed: instrument] [added: instruments] defining the rights of the holders of the [added: 0.875% Notes due 2025, the] 1.250% Notes due [removed: 2023 is Exhibit 2] [added: 2027 and the 1.750% Notes due 2031 are Exhibits 4.2, 4.3 and 4.4] to Form 8-K, filed [removed: November 25, 2014,] [added: January 30, 2019,] and [removed: is] [added: are] hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/51143/000095015714001275/ex2.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015719000098/0000950157-19-000098-index.htm)] | [removed: ​] | [removed: ​] | [added: | | | | | |]

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

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

| [removed: ​] | [removed: ​] | [added: | | | |] [The [removed: instrument] [added: instruments] defining the rights of the holders of the 0.300% Notes due [removed: 2026 is Exhibit 4] [added: 2028, the 0.650% Notes due 2032 and the 1.200% Notes due 2040 are Exhibits 4.1, 4.2 and 4.3] to Form 8-K, filed [removed: November 1, 2016,] [added: February 10, 2020,] and [removed: is] [added: are] hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/51143/000095015716002418/ex-4.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015720000175/0000950157-20-000175-index.htm)] | [removed: ​] | [removed: ​] | [added: | | | | | |]

| [removed: ​] | [removed: ​] | [added: | | | |] [The instruments defining the rights of the holders of the [removed: 3.300%] [added: 0.950%] Notes due [removed: 2027 is Exhibit 4.4] [added: 2025, and the 1.500% Notes due 2029 are Exhibits 4.1 and 4.2] to Form 8-K, filed [removed: January 26,] [added: May 22,] 2017, and are hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/51143/000095015717000137/0000950157-17-000137-index.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015717000703/0000950157-17-000703-index.htm)] | [removed: ​] | [removed: ​] | [added: | | | | | |]

| [removed: ​] | [removed: ​] | [added: | | | |] [The instruments defining the rights of the holders of the [removed: 0.950%] [added: 1.700%] Notes due [removed: 2025,] [added: 2027, the 1.950% Notes due 2030, the 2.850% Notes due 2040] and the [removed: 1.500%] [added: 2.950%] Notes due [removed: 2029] [added: 2050] are Exhibits [removed: 4.1] [added: 4.1, 4.2, 4.3] and [removed: 4.2] [added: 4.4] to Form 8-K, filed May [removed: 22, 2017,] [added: 6, 2020,] and are hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/51143/000095015717000703/0000950157-17-000703-index.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015720000589/0000950157-20-000589-index.htm)] | [removed: ​] | [removed: ​] | [added: | | | | | |]

| [removed: ​] | [removed: ​] | [added: | | | |] [The instruments defining the rights of the holders of the [removed: 0.875%] [added: 4.000%] Notes due 2025, the [removed: 1.250%] [added: 4.150%] Notes due [removed: 2027] [added: 2027, the 4.400% Notes due 2032] and the [removed: 1.750%] [added: 4.900%] Notes due [removed: 2031] [added: 2052] are Exhibits [added: 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)] | [removed: ​] | [removed: ​] | [added: | | | | | |]

| [removed: ​] | [removed: ​] | [added: | | | |] [The instruments defining the rights of the holders of 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 4.4, 4.5, 4.6, 4.7 and 4.8 to Form 8-K, filed May 14, 2019, 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/51143/000095015719000591/0000950157-19-000591-index.htm)] | [removed: ​] | [removed: ​] | [added: | | | | | |]

| [removed: ​] | [removed: ​] | [added: | | | |] [The instruments defining the rights of the holders of the [removed: 0.300%] [added: 0.875%] Notes due [removed: 2028,] [added: 2030,] the [removed: 0.650%] [added: 1.250%] Notes due [added: 2034, the 2.200% Notes due 2027, the 2.720% Notes due] 2032 and the [removed: 1.200%] [added: 3.430%] Notes due [removed: 2040] [added: 2052] are Exhibits 4.1, [removed: 4.2] [added: 4.2, 4.3, 4.4] and [removed: 4.3] [added: 4.5] to Form 8-K, filed February [removed: 10, 2020,] [added: 8, 2022,] and are hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/51143/000095015720000175/0000950157-20-000175-index.htm)] [added: reference](https://www.sec.gov/Archives/edgar/data/51143/000110465922013887/0001104659-22-013887-index.htm).] | [removed: ​] | [removed: ​] | [added: | | | | | |]

| [removed: ​] | [removed: ​] | [added: | | | |] [The instruments defining the rights of the holders of [removed: the 1.700% Notes due 2027, the 1.950% Notes due 2030, the 2.850%] [added: the](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm) [4](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[.](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[700](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[%] Notes due [removed: 2040 and the 2.950%] [added: 202](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[6](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[, the](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm) [4](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[.6](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[00](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[%] Notes due [removed: 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%] [added: 20](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[27](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[, the](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm) [4](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[.](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[60](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[0%] Notes due [removed: 2030,] [added: 20](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[29](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[,] the [removed: 1.250%] [added: 4.](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[750](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[%] Notes due [removed: 2034,] [added: 20](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[31](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[,] the [removed: 2.200%] [added: 4.](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[900](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[%] Notes due [removed: 2027, the 2.720%] [added: 203](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[4](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[, the](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm) [5](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[.](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[250](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[%] Notes due [removed: 2032 and] [added: 20](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[44](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm) [](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[and] the [removed: 3.430%] [added: 5.](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[3](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[00%] Notes due [removed: 2052 are Exhibits 4.1, 4.2,] [added: 205](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[4](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm) [are Exhibits](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm) [4.2,] 4.3, [removed: 4.4 and 4.5 to] [added: 4.4, 4.5, 4.6, 4.7](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm) [and](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm) [4.8](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm) [to] Form 8-K, filed [removed: February 8, 2022,] [added: February](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm) [2](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[, 202](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[4](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm)[,] 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/51143/000110465924010040/0001104659-24-010040-index.htm)] | [removed: ​] | [removed: ​] | [added: | | | | | |]

| [removed: ​] | [removed: ​] | [added: | | | |] [The instruments defining the rights of the holders of the [added: 3.375% Notes due 2027, the 3.625% Notes due 2031, the 3.750% Notes due 2035, the] 4.000% Notes due [removed: 2025,] [added: 2043,] the [removed: 4.150%] [added: 4.875%] Notes due [removed: 2027,] [added: 2038,] the [removed: 4.400%] [added: 4.500%] Notes due [removed: 2032] [added: 2026, the 4.500% Notes due 2028, the 4.750% Notes due 2033] and the [removed: 4.900%] [added: 5.100%] Notes due [removed: 2052] [added: 2053] are Exhibits 4.1, 4.2, [removed: 4.3] [added: 4.3, 4.4, 4.5, 4.6, 4.7, 4.8] and [removed: 4.4] [added: 4.9] to Form 8-K, filed [removed: July 26, 2022,] [added: February 3, 2023,] and are hereby incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/51143/000110465922082789/0001104659-22-082789-index.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000110465923010509/0001104659-23-010509-index.htm)] | [removed: ​] | [removed: ​] | [added: | | | | | |]

| [removed: ​] | [removed: ​] | [added: | | | |] [Indenture dated as of October 1, 1993 between IBM and The Bank of New York Mellon, (as successor to The Chase Manhattan Bank (National Association)) as Trustee, is Exhibit 4.1 to Form 10-Q for the quarter ended September 30, 2017, and is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/51143/000110465917064968/a17-21131_1ex4d1.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000110465917064968/a17-21131_1ex4d1.htm)] | [removed: ​] | [removed: ​] | [added: | | | | | |]

| [removed: ​] | [removed: ​] | [added: | | | |] [First Supplemental Indenture to Indenture dated as of October 1, 1993 between IBM and The Bank of New York Mellon, (as successor to The Chase Manhattan Bank (National Association)) as Trustee, dated as of December 15, 1995, is Exhibit 4.2 to Form 10-Q for the quarter ended September 30, 2017, and is hereby incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/51143/000110465917064968/a17-21131_1ex4d2.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000110465917064968/a17-21131_1ex4d2.htm)] | [removed: ​] | [removed: ​] | [added: | | | | | |]

| [removed: ​] | [removed: ​] | [added: | | | |] [Description of Securities Registered under Section 12 of the Exchange [removed: Act](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex4d1.htm).] [added: Act](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex41.htm)[.](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex41.htm)] | [removed: ​] | [added: | | | |] 4.1 | [added: | |]

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3.Exhibits:

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| | | | | | | [Indenture dated as of](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/tm243984d7_ex4-1.htm) [February](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/tm243984d7_ex4-1.htm) [2, 2024](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/tm243984d7_ex4-1.htm)[, between IBM International Capital Pte. Ltd., International Business Machines Corporation, as guarantor, and](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/tm243984d7_ex4-1.htm) [The Band of New York Mellon, as trustee, is Exhibit 4.1 to](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/tm243984d7_ex4-1.htm) [Form 8-K, filed](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/tm243984d7_ex4-1.htm) [February](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/tm243984d7_ex4-1.htm) [2, 2024,](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/tm243984d7_ex4-1.htm) [and is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/tm243984d7_ex4-1.htm) | | | | | | | | |

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| | | | | | | [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) (1) | | | | | | | | |

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| | | | | | | [Terms and Conditions of IBM LTPP Equity Awards, effective June 1, 2023, filed as Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2023, are hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex101.htm) (1) | | | | | | | | |

| | | | | | | [Forms of LTPP equity award agreements for (i) stock options,](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex102.htm) [restricted stock units, cash-settled restricted stock units, SARS,](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex102.htm) [(ii) retention restricted stock units, cash-settled retention restricted stock units, and](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex102.htm) [(](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex102.htm)[i](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex102.htm)[ii) performance share units, as well as the Terms and Conditions of LTPP Equity Awards, effective](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex102.htm) [July](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex102.htm) [1, 2023, in connection with the foregoing award agreements, filed as Exhibit 10.](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex102.htm)[2](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex102.htm) [to Form 10-](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex102.htm)[Q](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex102.htm) [for the](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex102.htm) [quarter](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex102.htm) [ended](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex102.htm) [June](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex102.htm) [3](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex102.htm)[0](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex102.htm)[, 202](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex102.htm)[3](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex102.htm)[, are hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex102.htm) (1) | | | | | | | | |

| | | | | | | [Annual Incentive Program, effective January 1, 2023, filed as Exhibit 10.3 for t](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex103.htm)[he](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex103.htm) [quarter ended June 30, 2023, are hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex103.htm) (1) | | | | | | | | |

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| | | | | | | [Amendment No.](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex101.htm) [2](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex101.htm) [to the IBM Supplemental Executive Retention Plan, a compensatory plan, effective December](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex101.htm) [31](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex101.htm)[, 20](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex101.htm)[23](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex101.htm)[.](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex101.htm) (1) | | | | | | 10.1 | | |

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| | | | | | | [Confirmation of Termination Date Extension dated June 15, 2023 to $2,500,000,000 Three-Year Credit Agreement dated as of June 22, 2021 (as amended by Amendment No. 1 to Three-Year Credit Agreement, dated as of June 30, 2022), among IBM, the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, BNP Paribas, Citibank N.A. and Royal Bank of Canada, as Syndication Agents, and the Documentation Agents named therein, filed as Exhibit 10.1 to Form 8-K, filed June 16, 2023, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000110465923072220/tm2318946d1_ex10-1.htm) | | | | | | | | |

| | | | | | | [Confirmation of Termination Date Extension dated June 15, 2023 to $7,500,000,000 Five-Year Credit Agreement dated as of June 22, 2021 (as amended by Amendment No. 1 to Five-Year Credit Agreement, dated as of June 30, 2022), among IBM, the several banks and other financial institutions from time to time parties thereto, 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](https://www.sec.gov/Archives/edgar/data/51143/000110465923072220/tm2318946d1_ex10-2.htm)[, filed as](https://www.sec.gov/Archives/edgar/data/51143/000110465923072220/tm2318946d1_ex10-2.htm) [Exhibit 10.2 to Form 8-K, filed June 16, 20](https://www.sec.gov/Archives/edgar/data/51143/000110465923072220/tm2318946d1_ex10-2.htm)[23, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000110465923072220/tm2318946d1_ex10-2.htm) | | | | | | | | |

| (97) | | | | | | [International Business Machines Corporation](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex97.htm) [](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex97.htm)[Executive](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex97.htm) [Officer](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex97.htm) [Compensation](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex97.htm) [Recovery](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex97.htm) [Policy](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex97.htm) | | | | | | 97 | | |

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| | 3. | Exhibits: |

| ​ | ​ | [The instruments defining the rights of the holders of the 3.375% Notes due 2027, the 3.625% Notes due 2031, the 3.750% Notes due 2035, the 4.000% Notes due 2043, the 4.875% Notes due 2038, the 4.500% Notes due 2026, the 4.500% Notes due 2028, the 4.750% Notes due 2033 and the 5.100% Notes due 2053 are Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9 to Form 8-K, filed February 3, 2023, and are hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000110465923010509/0001104659-23-010509-index.htm) | ​ | ​ |

[removed: SIGNATURES][added: SIGNATURES]

| [removed: ​] | [added: | |] INTERNATIONAL BUSINESS MACHINES CORPORATION (Registrant) | | [added: | | | |]

| [removed: ​] [added: Arvind Krishna] | [removed: By:] | [removed: /s/ ARVIND KRISHNA] | [added: | | | | | | | | | | | |]

| [removed: ​] | [removed: ​] | [removed: _and Chief Executive Officer_] | [added: | | | *(Chief Accounting Officer)* | | |]

| [removed: *​*] | [removed: *​*] | [removed: _Date:] [added: | | | | *Date:] February [removed: 28, 2023_] [added: 26, 2024*] | [added: | |]

| Signature | | [added: | | | |] Title | | [added: | | | |] Date | [added: | |]

| [removed: ​ ​ ​ ​] /s/ ARVIND KRISHNA | [removed: ​] | [removed: ​ ​ ​ ​] [added: | | | |] Chairman of the [removed: Board,] [added: Board] and Chief Executive Officer | [removed: ​] | [removed: ​ ​ ​] [added: | | | |] February [removed: 28, 2023] [added: 26, 2024] | [added: | |]

| /s/ JAMES J. KAVANAUGH | [removed: ​] | [added: | | | |] Senior Vice President and Chief Financial Officer, Finance and Operations | [removed: ​] | [added: | | | |] February [removed: 28, 2023] [added: 26, 2024] | [added: | |]

| James J. Kavanaugh | [removed: ​] | | [removed: ​] | | [added: | | | | | | | | | |]

| /s/ [removed: NICOLAS] [added: NICOLÁS] A. FEHRING | [removed: ​] | [added: | | | |] Vice President and Controller (Chief Accounting Officer) | [removed: ​] | [added: | | | |] February [removed: 28, 2023] [added: 26, 2024] | [added: | |]

| [removed: ​] | [removed: ​] | [added: | | | |] By: | [added: | |] /s/ FRANK SEDLARCIK | [added: | |]

| [removed: ​] | [removed: ​] | [removed: ​] | [removed: _Frank Sedlarcik_] | [added: | | | | | *Frank Sedlarcik* | | |]

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

| David N. Farr | [added: | |] Director | [removed: ​] | [removed: ​] | [added: | | | | | |]

| Alex Gorsky | [added: | |] Director | [removed: ​] | [removed: ​] | [added: | | | | | |]

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

| Andrew N. Liveris | [added: | |] Director | [removed: ​] | [removed: ​] | [added: | | | | | |]

| F. William McNabb III | [added: | |] Director | [removed: ​] | [removed: ​] | [added: | | | | | |]

| Martha E. Pollack | [added: | |] Director | [removed: ​] | [removed: ​] | [added: | | | | | |]

| Joseph R. Swedish | [added: | |] Director | [removed: ​] | [removed: ​] | [added: | | | | | |]

| Peter R. Voser | [added: | |] Director | [removed: ​] | [removed: ​] | [added: | | | | | |]

| Frederick H. Waddell | [added: | |] Director | [removed: ​] | [removed: ​] | [added: | | | | | |]

| Alfred W. Zollar | [added: | |] Director | [removed: ​] | [removed: ​] | [added: | | | | | |]

[removed: REPORT] [added: REPORT] OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM][added: FIRM]

[removed: ON] [added: ON] FINANCIAL STATEMENT [removed: SCHEDULE][added: SCHEDULE]

Our audits of the consolidated financial statements referred to in our report dated February [removed: 28, 2023] [added: 26, 2024] appearing in the [removed: 2022] [added: 2023] 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 28, 2023][added: | 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

[removed: SCHEDULE II][added: SCHEDULE II]

[removed: INTERNATIONAL] [added: INTERNATIONAL] BUSINESS MACHINES CORPORATION AND SUBSIDIARY [removed: COMPANIES][added: COMPANIES]

[removed: VALUATION] [added: VALUATION] AND QUALIFYING ACCOUNTS AND [removed: RESERVES][added: RESERVES]

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

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