IBM (IBM) 10-K risk factor changes: FY2024 vs FY2023

*Failure of Innovation Initiatives Could Impact the Long-Term Success of the Company:* IBM has moved into areas, including those that incorporate or utilize hybrid cloud, AI [removed: (including] [added: and] generative [removed: AI),] [added: 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: If the] company’s brand image is tarnished by negative perceptions, its ability to attract and retain customers, talent and ecosystem partners could be impacted.

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

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

Such transactions present significant challenges and risks and there can be no assurances that the company will manage such transactions [removed: successfully] [added: successfully, that strategic objectives will be achieved] or that strategic opportunities will be available to the company on acceptable terms or at all.

[removed: The] [added: With respect to acquisitions and alliances, the] related risks include the company failing to achieve [removed: strategic objectives,] anticipated revenue improvements and cost savings, the failure to retain key [added: personnel or] strategic relationships of acquired companies, the [removed: failure to retain key personnel and the] assumption of liabilities related to litigation or other legal proceedings involving the businesses in such transactions, [added: and delays in obtaining, or the failure to obtain, necessary governmental or regulatory approvals,] as well as the failure to close planned transactions.

From time to time, the company [removed: disposes] [added: divests] or attempts to [removed: dispose of] [added: divest] assets that are no longer central to its strategic objectives.

Any such [removed: disposition or attempted disposition] [added: transaction] is subject to risks, including risks related to the terms and timing of such [removed: disposition, risks related to obtaining necessary governmental or regulatory approvals and] [added: divestitures,] risks related to retained liabilities not subject to the company’s [removed: control.][added: control, and delays in obtaining, or failing to obtain, necessary governmental or regulatory approvals, as well as the failure to close planned transactions.]

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

[added: 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.

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

Further, as the company expands its customer base and the scope of its offerings, both within the U.S. and globally, it may be impacted by additional regulatory or other risks, including, compliance with U.S. and foreign data privacy requirements, [added: outbound investment restrictions,] AI [added: and cloud] 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.

The company’s most critical accounting estimates are described in the Management Discussion in IBM’s [removed: 2023] [added: 2024] Annual Report to Stockholders, under “Critical Accounting Estimates.” In addition, as discussed in note [removed: R,] [added: Q,] “Commitments & Contingencies,” in IBM’s [removed: 2023] [added: 2024] Annual Report to Stockholders, the company makes certain estimates including decisions related to legal proceedings and reserves.

[removed: Any new regulations, volatility in the] stock market and other factors could diminish the company’s use or the value of the company’s equity awards, putting the company at a competitive disadvantage.

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

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

Funding [removed: reductions or] [added: reductions,] delays [added: or work stoppages] could adversely impact public sector demand for our products and services.

[removed: *Cybersecurity] [added: *Cybersecurity, Privacy,] and [removed: Privacy] [added: AI] Considerations Could Impact the Company’s Business:* There are numerous and evolving risks to cybersecurity and privacy, including risks originating from intentional acts of [added: individual and groups of] criminal hackers, hacktivists, [added: state-sponsored organizations,] 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.

Computer hackers and others routinely attack the security of technology products, services, systems and [removed: networks] [added: networks, like those we offer,] using a wide variety of methods, including ransomware or other malicious software and attempts to exploit vulnerabilities in hardware, software, and [removed: infrastructure.][added: infrastructure, and the increased use of generative AI may introduce novel methods of attack.]

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

In the company’s industry, security vulnerabilities are increasingly discovered, publicized and exploited across a broad range of hardware, software or other infrastructure, [added: including in our own products, services, systems and networks, or third-party data and systems upon which we rely,] elevating the risk of attacks and the potential cost of response and remediation for the company and its customers.

[added: 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: As countries unilaterally amend their tax laws to adopt certain parts] [added: Local country adoption] of [removed: the OECD guidelines, this] [added: these rules] may increase tax uncertainty and may adversely impact the company’s income taxes.

[removed: Local] [added: Furthermore, local] country, state, provincial or municipal taxation may also be subject to review and potential override by regional, federal, national or similar forms of government.

The risks associated with such legal proceedings are described in more detail in note [removed: R,] [added: Q,] “Commitments & Contingencies,” in IBM’s [removed: 2023] [added: 2024] Annual Report to Stockholders.

IBM’s [removed: 2023] [added: 2024] Annual Report to Stockholders includes information about potential impacts from pension funding and the use of certain assumptions regarding pension matters.

IBM’s [removed: 2023] [added: 2024] Annual Report to Stockholders includes information about the company’s liquidity position.

[added: Most of] the company’s sales are on an open credit basis, and the company performs ongoing credit evaluations of its clients’ financial conditions.

If the

Any new regulations, volatility in the

*The Development and Use of AI and Generative AI, including the Company’s Increased Offerings and Use of AI-based Technologies, Could Impact the Long-Term Success of the Company and its Reputation or Give Rise to Legal or Regulatory Action:* IBM is increasingly applying AI-based technologies, including generative AI, to its services and products, to how it delivers offerings to IBM clients, and to its own internal operations.

Additionally, IBM is investing in and offering new products and services associated with AI development, deployment and management.

As stated more comprehensively and in context of several risk factors throughout this Item 1A., this increasing mix and application of AI-based technologies may impact IBM’s ongoing efforts to maintain and increase its market share and its profit margins or harm IBM’s reputation if the company does not continue to be recognized as an AI leader with strong governance processes.

IBM’s drive for greater agility, productivity, flexibility and cost savings by continuously transforming with the use of AI may not yield intended gains in speed, quality, productivity and enablement of rapid scaling, which may impact the company’s competitiveness.

The evolving global AI regulatory environment, including the enactment of the EU AI Act, may affect the company’s business and the company’s overall results of operations.

Computer hackers and others routinely attack the security of technology products, services, systems and networks using a wide variety of methods, and the increased use of generative AI may introduce novel methods of attack.

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

As is common in our industry and for a company our size, we continue to face and prepare for cybersecurity threats.

The Organization for Economic Cooperation and Development (OECD) has issued model rules for a new global minimum tax.

Further, the company may

suppliers around the world.

We do not

The Organization for Economic Cooperation and Development (OECD) is issuing guidelines that are different, in some respects, than long-standing international tax principles.

Most of

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

*If the Kyndryl Holdings, Inc. Spin-off Fails to Qualify for Tax-free Treatment, It Could Result in Substantial Tax Liability for the Company and Its Stockholders:* In connection with the spin-off of Kyndryl Holdings, Inc., the company obtained a private letter ruling from the IRS and an opinion from its tax advisor, in each case to the effect that, for U.S. federal income tax purposes, the spin-off will qualify as a tax-free reorganization under sections 368(a)(1)(D) and 355 of the Internal Revenue Code of 1986, as amended.

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

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

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

Refer to pages 6 through [removed: 40] [added: 42] of IBM’s [removed: 2023] [added: 2024] Annual Report to Stockholders, which are incorporated herein by reference.

Refer to the section titled “Market Risk” on [removed: pages 36 and 37] [added: page 40] of IBM’s [removed: 2023] [added: 2024] Annual Report to Stockholders, which is incorporated herein by reference.

This was signaled [added: over] 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: 2023] [added: 2024] Annual Report to Stockholders and is incorporated by reference:

IBM Strategy—pages 11 to [removed: 13.][added: 12.]

Business Segments and Capabilities—pages [removed: 13] [added: 12] to [removed: 15.][added: 14.]

Human Capital—pages [removed: 15] [added: 14] to [removed: 16.][added: 15.]

Our strategic partners include: Adobe, Amazon Web Services (AWS), Microsoft, Oracle, [added: Palo Alto Networks,] Salesforce, Samsung Electronics and SAP, among others.

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

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

“Risk Factors” on pages [removed: [3](#i7527b232abdf40b3b0fbcb921de3fa07_16)] [added: [3](#iaf7e987c179946fe9556e9c6006b4d87_22)] to [removed: [9](#i840ce0f4f64b445481712e02c9f5d6f0_37715)] [added: [9](#ia63d97e524c54720b6266238ac0970ff_35018)] are cautionary statements that accompany those forward-looking statements.

The following information is included in IBM’s [removed: 2023] [added: 2024] Annual Report to Stockholders and is incorporated herein by reference:

Segment information and revenue by classes of similar products or services—pages [removed: 66] [added: 69] to [removed: 70.][added: 74.]

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

The number of persons employed by the registrant—page [removed: 15.][added: 14.]

Information About Our Executive Officers (at February [removed: 26, 2024):][added: 25, 2025):]

| Arvind Krishna, Chairman of the [removed: Board] [added: Board, President] and Chief Executive Officer (1) | | | [removed: 61] [added: 62] | | | | | | 2020 | | |

| Gary D. Cohn, Vice Chairman | | | [removed: 63] [added: 64] | | | | | | 2021 | | |

| Nicolas A. Fehring, Vice President and Controller | | | [removed: 45] [added: 46] | | | | | | 2023 | | |

| James J. Kavanaugh, Senior Vice [removed: President] [added: President, Finance] and [added: Operations, and] Chief Financial [removed: Officer, Finance and Operations] [added: Officer] | | | [removed: 57] [added: 58] | | | | | | 2008 | | |

| Nickle J. LaMoreaux, Senior Vice President and Chief Human Resources Officer | | | [removed: 44] [added: 45] | | | | | | 2020 | | |

| Robert D. Thomas, Senior Vice President, Software and Chief Commercial Officer | | | [removed: 49] [added: 50] | | | | | | 2023 | | |

Each executive officer named above, with the exception of [added: Anne Robinson and] Gary D.

| Anne Robinson, Senior Vice President and Chief Legal Officer | | | 54 | | | | | | 2024 | | |

Ms. Robinson previously served as Managing Director, General Counsel and Corporate Secretary of The Vanguard Group, Inc. and Secretary of the Vanguard funds from August 2016 until June 2024.

| Michelle H. Browdy, Senior Vice President, Legal and Regulatory Affairs, and General Counsel | | | 59 | | | | | | 2015 | | |

Refer to note [removed: R,] [added: Q,] “Commitments & Contingencies,” on pages 95 to 97 of IBM’s [removed: 2023] [added: 2024] Annual Report to Stockholders, which is incorporated herein by reference.

FOR THE YEAR ENDED DECEMBER 31, [removed: 2023][added: 2024]

| [removed: 1.125%] [added: 3.450%] Notes due [removed: 2024] [added: 2037] | | | | | | IBM [removed: 24A] [added: 37] | | | | | | New York Stock Exchange | | |

| [removed: 0.875%] [added: 2.900%] Notes due [removed: 2025] [added: 2030] | | | | | | IBM [removed: 25C] [added: 30C] | | | | | | New York Stock Exchange | | |

| Large accelerated filer ☒ | | | [removed: Accelerated] [added: Non-accelerated] filer ☐ | | | [added: Smaller reporting company ☐ | | |]

| [added: Accelerated filer ☐] | | | [added: | | |] Emerging growth company ☐ | | |

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: $121.9] [added: $159.2] billion.

The registrant had [removed: 916,744,848] [added: 927,264,332] shares of common stock outstanding at February [removed: 9, 2024.][added: 10, 2025.]

Portions of IBM’s Annual Report to Stockholders for the year ended December 31, [removed: 2023] [added: 2024] 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: 30, 2024] [added: 29, 2025] are incorporated by reference into Part III of this Form 10-K.

| | | | [Item 1. [removed: Business](#i7527b232abdf40b3b0fbcb921de3fa07_13)] [added: Business](#iaf7e987c179946fe9556e9c6006b4d87_13)] | | | [removed: [1](#i7527b232abdf40b3b0fbcb921de3fa07_13)] [added: [1](#iaf7e987c179946fe9556e9c6006b4d87_13)] | | |

| | | | [Item 1A. Risk [removed: Factors](#i7527b232abdf40b3b0fbcb921de3fa07_16)] [added: Factors](#iaf7e987c179946fe9556e9c6006b4d87_22)] | | | [removed: [3](#i7527b232abdf40b3b0fbcb921de3fa07_16)] [added: [3](#iaf7e987c179946fe9556e9c6006b4d87_22)] | | |

| | | | [Item 1B. Unresolved Staff [removed: Comments](#i7527b232abdf40b3b0fbcb921de3fa07_19)] [added: Comments](#iaf7e987c179946fe9556e9c6006b4d87_25)] | | | [removed: [9](#i7527b232abdf40b3b0fbcb921de3fa07_19)] [added: [10](#iaf7e987c179946fe9556e9c6006b4d87_25)] | | |

| | | | [Item 2. [removed: Properties](#i7527b232abdf40b3b0fbcb921de3fa07_22)] [added: Properties](#iaf7e987c179946fe9556e9c6006b4d87_31)] | | | [removed: [11](#i7527b232abdf40b3b0fbcb921de3fa07_22)] [added: [11](#iaf7e987c179946fe9556e9c6006b4d87_31)] | | |

| | | | [Item 3. Legal [removed: Proceedings](#i7527b232abdf40b3b0fbcb921de3fa07_25)] [added: Proceedings](#iaf7e987c179946fe9556e9c6006b4d87_34)] | | | [removed: [11](#i7527b232abdf40b3b0fbcb921de3fa07_25)] [added: [11](#iaf7e987c179946fe9556e9c6006b4d87_34)] | | |

| | | | [Item 4. Mine Safety [removed: Disclosures](#i7527b232abdf40b3b0fbcb921de3fa07_28)] [added: Disclosures](#iaf7e987c179946fe9556e9c6006b4d87_37)] | | | [removed: [11](#i7527b232abdf40b3b0fbcb921de3fa07_28)] [added: [11](#iaf7e987c179946fe9556e9c6006b4d87_37)] | | |

| | | | [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i7527b232abdf40b3b0fbcb921de3fa07_34)] [added: Securities](#iaf7e987c179946fe9556e9c6006b4d87_43)] | | | [removed: [12](#i7527b232abdf40b3b0fbcb921de3fa07_34)] [added: [12](#iaf7e987c179946fe9556e9c6006b4d87_43)] | | |

| | | | [Item 6. [removed: \[Reserved\]](#i7527b232abdf40b3b0fbcb921de3fa07_37)] [added: \[Reserved\]](#iaf7e987c179946fe9556e9c6006b4d87_46)] | | | [removed: [12](#i7527b232abdf40b3b0fbcb921de3fa07_37)] [added: [12](#iaf7e987c179946fe9556e9c6006b4d87_46)] | | |

| | | | [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i7527b232abdf40b3b0fbcb921de3fa07_40)] [added: Operations](#iaf7e987c179946fe9556e9c6006b4d87_49)] | | | [removed: [12](#i7527b232abdf40b3b0fbcb921de3fa07_40)] [added: [12](#iaf7e987c179946fe9556e9c6006b4d87_49)] | | |

| | | | [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#i7527b232abdf40b3b0fbcb921de3fa07_43)] [added: Risk](#iaf7e987c179946fe9556e9c6006b4d87_52)] | | | [removed: [12](#i7527b232abdf40b3b0fbcb921de3fa07_43)] [added: [12](#iaf7e987c179946fe9556e9c6006b4d87_52)] | | |

| | | | [Item 8. Financial Statements and Supplementary [removed: Data](#i7527b232abdf40b3b0fbcb921de3fa07_46)] [added: Data](#iaf7e987c179946fe9556e9c6006b4d87_55)] | | | [removed: [12](#i7527b232abdf40b3b0fbcb921de3fa07_46)] [added: [12](#iaf7e987c179946fe9556e9c6006b4d87_55)] | | |

| | | | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i7527b232abdf40b3b0fbcb921de3fa07_49)] [added: Disclosure](#iaf7e987c179946fe9556e9c6006b4d87_58)] | | | [removed: [12](#i7527b232abdf40b3b0fbcb921de3fa07_49)] [added: [12](#iaf7e987c179946fe9556e9c6006b4d87_58)] | | |

| | | | [Item 9A. Controls and [removed: Procedures](#i7527b232abdf40b3b0fbcb921de3fa07_52)] [added: Procedures](#iaf7e987c179946fe9556e9c6006b4d87_61)] | | | [removed: [12](#i7527b232abdf40b3b0fbcb921de3fa07_52)] [added: [12](#iaf7e987c179946fe9556e9c6006b4d87_61)] | | |

| | | | [Item 9B. Other [removed: Information](#i7527b232abdf40b3b0fbcb921de3fa07_55)] [added: Information](#iaf7e987c179946fe9556e9c6006b4d87_64)] | | | [removed: [13](#i7527b232abdf40b3b0fbcb921de3fa07_55)] [added: [13](#iaf7e987c179946fe9556e9c6006b4d87_64)] | | |

| | | | [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i7527b232abdf40b3b0fbcb921de3fa07_58)] [added: Inspections](#iaf7e987c179946fe9556e9c6006b4d87_67)] | | | [removed: [13](#i7527b232abdf40b3b0fbcb921de3fa07_58)] [added: [13](#iaf7e987c179946fe9556e9c6006b4d87_67)] | | |

| [PART [removed: III](#i7527b232abdf40b3b0fbcb921de3fa07_61)] [added: III](#iaf7e987c179946fe9556e9c6006b4d87_70)] | | | | | | [removed: [14](#i7527b232abdf40b3b0fbcb921de3fa07_61)] [added: [14](#iaf7e987c179946fe9556e9c6006b4d87_70)] | | |

| | | | [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i7527b232abdf40b3b0fbcb921de3fa07_64)] [added: Governance](#iaf7e987c179946fe9556e9c6006b4d87_73)] | | | [removed: [14](#i7527b232abdf40b3b0fbcb921de3fa07_64)] [added: [14](#iaf7e987c179946fe9556e9c6006b4d87_73)] | | |

| | | | [Item 11. Executive [removed: Compensation](#i7527b232abdf40b3b0fbcb921de3fa07_67)] [added: Compensation](#iaf7e987c179946fe9556e9c6006b4d87_76)] | | | [removed: [14](#i7527b232abdf40b3b0fbcb921de3fa07_67)] [added: [14](#iaf7e987c179946fe9556e9c6006b4d87_76)] | | |

| | | | [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i7527b232abdf40b3b0fbcb921de3fa07_70)] [added: Matters](#iaf7e987c179946fe9556e9c6006b4d87_79)] | | | [removed: [14](#i7527b232abdf40b3b0fbcb921de3fa07_70)] [added: [14](#iaf7e987c179946fe9556e9c6006b4d87_79)] | | |

| | | | [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i7527b232abdf40b3b0fbcb921de3fa07_73)] [added: Independence](#iaf7e987c179946fe9556e9c6006b4d87_82)] | | | [removed: [16](#i7527b232abdf40b3b0fbcb921de3fa07_73)] [added: [16](#iaf7e987c179946fe9556e9c6006b4d87_82)] | | |

| | | | [Item 14. Principal Accounting Fees and [removed: Services](#i7527b232abdf40b3b0fbcb921de3fa07_76)] [added: Services](#iaf7e987c179946fe9556e9c6006b4d87_85)] | | | [removed: [16](#i7527b232abdf40b3b0fbcb921de3fa07_76)] [added: [16](#iaf7e987c179946fe9556e9c6006b4d87_85)] | | |

| | | | [Item 15. Exhibits, Financial Statement [removed: Schedules](#i7527b232abdf40b3b0fbcb921de3fa07_82)] [added: Schedules](#iaf7e987c179946fe9556e9c6006b4d87_91)] | | | [removed: [17](#i7527b232abdf40b3b0fbcb921de3fa07_82)] [added: [17](#iaf7e987c179946fe9556e9c6006b4d87_91)] | | |

| | | | [Item 16. Form 10-K [removed: Summary](#i7527b232abdf40b3b0fbcb921de3fa07_85)] [added: Summary](#iaf7e987c179946fe9556e9c6006b4d87_94)] | | | [removed: [23](#i7527b232abdf40b3b0fbcb921de3fa07_85)] [added: [23](#iaf7e987c179946fe9556e9c6006b4d87_94)] | | |

| [REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL STATEMENT [removed: SCHEDULE](#i7527b232abdf40b3b0fbcb921de3fa07_91)] [added: SCHEDULE](#iaf7e987c179946fe9556e9c6006b4d87_100)] | | | | | | | | |

| 3.150% Notes due 2033 | | | | | | IBM 33A | | | | | | New York Stock exchange | | |

| 3.800% Notes due 2045 | | | | | | IBM 45A | | | | | | New York Stock Exchange | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| [PART I](#iaf7e987c179946fe9556e9c6006b4d87_10) | | | | | | [1](#iaf7e987c179946fe9556e9c6006b4d87_10) | | |

| | | | [Item 1C. Cybersecurity](#iaf7e987c179946fe9556e9c6006b4d87_28) | | | [10](#iaf7e987c179946fe9556e9c6006b4d87_28) | | |

| [PART II](#iaf7e987c179946fe9556e9c6006b4d87_40) | | | | | | [12](#iaf7e987c179946fe9556e9c6006b4d87_40) | | |

| [PART IV](#iaf7e987c179946fe9556e9c6006b4d87_88) | | | | | | [17](#iaf7e987c179946fe9556e9c6006b4d87_88) | | |

| [SIGNATURES](#iaf7e987c179946fe9556e9c6006b4d87_97) | | | | | | | | |

| [SCHEDULE II](#iaf7e987c179946fe9556e9c6006b4d87_103) | | | | | | S-[1](#iaf7e987c179946fe9556e9c6006b4d87_103) | | |

| | | | | | | | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Non-accelerated filer ☐ | | | Smaller reporting company ☐ | | |

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

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

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

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

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

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

We have established policies and procedures that provide [added: the foundation upon which IBM’s infrastructure and data are managed.]

As discussed in greater detail in Item 1A., "Risk Factors," the company faces numerous and evolving cybersecurity threats, including risks originating from [added: the increased use of AI,] intentional acts of [added: individual and groups of] criminal hackers, hacktivists, [added: state-sponsored organizations,] 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 [removed: an increase in] the number of customers, contractors, business partners, vendors, employees and other third parties working remotely.

IBM also has Business Information Security Officers (“BISO”) who [removed: coordinate with] [added: are coordinated by] the Office of the CISO on security issues specific to particular business segments.

Events of interest are promptly reported to the Senior Vice President (“SVP”) [removed: for Legal & Regulatory Affairs] and [removed: General Counsel (“GC”)] [added: Chief Legal Officer ("CLO"),] and the SVP overseeing cybersecurity (“SVP Sponsor”).

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 [removed: Chief] [added: Office of] Privacy [removed: Office,] [added: and Responsible Technology,] Human Resources, Procurement, Finance and Operations, and Corporate Security.

The incident response teams advise and consult with the [removed: GC] [added: CLO] and the SVP Sponsor, as appropriate.

The CAC is composed of, among others, SVPs from the major business units, the SVP Sponsor, and the [removed: GC.][added: CLO.]

IBM management responsible for managing cybersecurity risk reflects a cross-section of functions from across the organization [added: with significant experience in managing such risk as well as the technologies underlying these risks.]

The Board of Directors and the Audit Committee [removed: oversees] [added: oversee] the cyber governance process.

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

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

As of December 31, [removed: 2023,] [added: 2024,] in aggregate, we owned or leased facilities for current use consisting of approximately [removed: 44] [added: 41] million square feet worldwide.

At December 31, [removed: 2023,] [added: 2024,] IBM’s facilities in the U.S. had aggregate floor space of approximately [removed: 18] [added: 17] million square feet, of which approximately 9 million was owned and [removed: 9] [added: 8] million was leased.

Outside the U.S., facilities totaled approximately [removed: 26] [added: 24] million square feet, of which [removed: 4] [added: 3] million was owned and [removed: 22] [added: 21] million was leased.

Refer to page 123 of IBM’s [removed: 2023] [added: 2024] 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: 378,481] [added: 348,544] common stockholders of record at February [removed: 9, 2024.][added: 10, 2025.]

The following table provides information relating to the company’s repurchase of common stock for the fourth quarter of [removed: 2023.][added: 2024.]

| October 1, [removed: 2023—October] [added: 2024—October] 31, [removed: 2023] [added: 2024] | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 2,007,611,768 | |

| November 1, [removed: 2023—November] [added: 2024—November] 30, [removed: 2023] [added: 2024] | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 2,007,611,768 | |

| December 1, [removed: 2023—December] [added: 2024—December] 31, [removed: 2023] [added: 2024] | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 2,007,611,768 | |

[removed: (1) On] [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.

Refer to pages [removed: 44] [added: 46] through 121 of IBM’s [removed: 2023] [added: 2024] 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: 41] [added: 43] through [removed: 44] [added: 45] of IBM’s [removed: 2023] [added: 2024] Annual Report to Stockholders, which are incorporated herein by reference.

None.

Not applicable.

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: 2025] [added: 2026] 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: 30, 2024,] [added: 29, 2025,] 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: 26, 2024)”] [added: 25, 2025)”] on page [removed: 3] [added: [3](#iaf7e987c179946fe9556e9c6006b4d87_19)] for additional information on the company’s executive officers.

Refer to the information under the captions [removed: “2023] [added: “2024] Summary Compensation Table and Related Narrative,” [removed: “2023] [added: “2024] Summary Compensation Table,” [removed: “2023] [added: “2024] Compensation Discussion and Analysis,” [removed: “2023] [added: “2024] Grants of Plan-Based Awards Table,” [removed: “2023] [added: “2024] Outstanding Equity Awards at Fiscal Year-End Table,” [removed: “2023] [added: “2024] Option Exercises and Stock Vested Table,” [removed: “2023] [added: “2024] Retention Plan Table,” [removed: “2023] [added: “2024] Pension Benefits Narrative,” [removed: “2023] [added: “2024] Pension Benefits Table,” [removed: “2023] [added: “2024] Nonqualified Deferred Compensation Narrative,” [removed: “2023] [added: “2024] Nonqualified Deferred Compensation Table,” [removed: “2023] [added: “2024] Potential Payments Upon Termination Narrative,” [removed: “2023] [added: “2024] Potential Payments Upon Termination Table,” [added: “2024 Director Compensation Table,” “Director Compensation under the IBM Deferred Compensation and Equity Award Plan (DCEAP),”] “Governance and the Board—Compensation Committee Interlocks and Insider Participation: None,” “Compensation Program as It Relates to Risk,” [removed: “2023] [added: “2024] Executive Compensation—Report of the Executive Compensation and Management Resources Committee of the Board of Directors,” “Pay Ratio, ” [removed: and] "Pay Versus [removed: Performance"] [added: Performance," and "Equity Award Grant Practices"] 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: 30, 2024,] [added: 29, 2025,] 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: 30, 2024,] [added: 29, 2025,] all of which information is incorporated herein by reference.

(1)In connection with 15 acquisition transactions, [removed: 356,373] [added: 205,078] additional share based awards, consisting of stock options, were outstanding at December 31, [removed: 2023] [added: 2024] 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: $24.43.][added: $23.47.]

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: 3,082,150] [added: 2,969,258] and for equity compensation plans not approved by security holders is [removed: 390,889.][added: 332,292.]

For additional information about PSUs, including payout calculations, refer to the information under [removed: “2023] [added: “2024] Summary Compensation Table and Related 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: 30, 2024.][added: 29, 2025.]

For additional information about the DCEAP, refer to “Director [removed: Compensation”] [added: Compensation under the IBM Deferred Compensation and Equity Award Plan (DCEAP)”] 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: 30, 2024.][added: 29, 2025.]

| Options | | | | | | 9,268,766 | | | | | | $ | 144.65 | | | | | — | | |

| RSUs | | | | | | 20,308,848 | | | | | | N/A | | | | | | — | | |

| PSUs (2) | | | | | | 5,047,739 | | | | | | N/A | | | | | | — | | |

| Subtotal | | | | | | 34,625,353 | | | | | | $ | 144.65 | | | | | 27,351,972 | | |

| Options | | | | | | 736,630 | | | | | | $ | 146.86 | | | | | — | | |

| RSUs | | | | | | 754,697 | | | | | | N/A | | | | | | — | | |

| PSUs (2) | | | | | | 578,779 | | | | | | N/A | | | | | | — | | |

| DCEAP shares | | | | | | 211,144 | | | | | | N/A | | | | | | — | | |

| Subtotal | | | | | | 2,281,250 | | | | | | $ | 146.86 | | | | | 12,946,498 | | |

| Total | | | | | | 36,906,603 | | | | | | $ | 144.81 | | | | | 40,298,470 | | |

| 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 | | |

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: 30, 2024,] [added: 29, 2025,] 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: 30, 2024,] [added: 29, 2025,] all of which information is incorporated herein by reference.

1.Financial statements from IBM’s [removed: 2023] [added: 2024] Annual Report to Stockholders, which are incorporated herein by reference:

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

Consolidated Income Statement for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] (page [removed: 44).][added: 46).]

Consolidated Statement of Comprehensive Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] (page [removed: 45).][added: 47).]

Consolidated Balance Sheet at December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] (page [removed: 46).][added: 48).]

Consolidated Statement of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] (page [removed: 47).][added: 49).]

Consolidated Statement of Equity at December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] (pages [removed: 48 and 49).][added: 50 through 51).]

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

| | | | | | | | | | | | | | | | [Report of Independent Registered Public Accounting Firm on Financial Statement [removed: Schedule.](#i7527b232abdf40b3b0fbcb921de3fa07_91)] [added: Schedule.](#iaf7e987c179946fe9556e9c6006b4d87_100)] | | |

| | | | S-1 | | | | | | II | | | | | | [Valuation and Qualifying Accounts and Reserves for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021.](#i7527b232abdf40b3b0fbcb921de3fa07_94)] [added: 2022.](#iaf7e987c179946fe9556e9c6006b4d87_103)] | | |

| | | | | | | [The By-Laws of IBM, as amended [removed: 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)[,] [added: through](https://www.sec.gov/Archives/edgar/data/51143/000005114324000025/form10-q1q24ex32043024.htm) [April 30, 2024](https://www.sec.gov/Archives/edgar/data/51143/000005114324000025/form10-q1q24ex32043024.htm)[,] is Exhibit 3.2 to [removed: 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)[,] [added: Form](https://www.sec.gov/Archives/edgar/data/51143/000005114324000025/form10-q1q24ex32043024.htm) [10-Q](https://www.sec.gov/Archives/edgar/data/51143/000005114324000025/form10-q1q24ex32043024.htm)[, filed](https://www.sec.gov/Archives/edgar/data/51143/000005114324000025/form10-q1q24ex32043024.htm) [A](https://www.sec.gov/Archives/edgar/data/51143/000005114324000025/form10-q1q24ex32043024.htm)[p](https://www.sec.gov/Archives/edgar/data/51143/000005114324000025/form10-q1q24ex32043024.htm)[ril 30, 2024](https://www.sec.gov/Archives/edgar/data/51143/000005114324000025/form10-q1q24ex32043024.htm)[,] and is hereby incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/51143/000110465923125363/tm2332699d1_ex3-2.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000005114324000025/form10-q1q24ex32043024.htm)] | | | | | | | | |

| | | | | | | [The [removed: instruments defining] [added: instrument](https://www.sec.gov/Archives/edgar/data/51143/000095015716001681/ex4-3.htm) [defining] the rights of the holders [removed: of the 1.125% Notes due 2024 and the] [added: of](https://www.sec.gov/Archives/edgar/data/51143/000095015716001681/ex4-3.htm) [the] 1.750% Notes due [removed: 2028 are Exhibits 4.2 and 4.3] [added: 2028](https://www.sec.gov/Archives/edgar/data/51143/000095015716001681/ex4-3.htm) [is](https://www.sec.gov/Archives/edgar/data/51143/000095015716001681/ex4-3.htm) [Exhibit](https://www.sec.gov/Archives/edgar/data/51143/000095015716001681/ex4-3.htm) [4.3] to Form 8-K, filed March 4, 2016, [removed: and are hereby] [added: and](https://www.sec.gov/Archives/edgar/data/51143/000095015716001681/ex4-3.htm) [is](https://www.sec.gov/Archives/edgar/data/51143/000095015716001681/ex4-3.htm) [hereby] incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015716001681/0000950157-16-001681-index.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015716001681/ex4-3.htm)] | | | | | | | | |

| | | | | | | [The instruments defining the rights of the holders of the 3.300% Notes due 2027 is Exhibit 4.4 to Form 8-K, filed January 26, 2017, and are hereby incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015717000137/0000950157-17-000137-index.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015717000137/ex4-4.htm)] | | | | | | | | |

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

| | | | | | | [The instruments defining the rights of the holders [removed: of the 3.000% Notes due 2024, the] [added: of](https://www.sec.gov/Archives/edgar/data/51143/000095015719000591/0000950157-19-000591-index.htm) [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 [removed: Exhibits 4.4, 4.5,] [added: Exhibits](https://www.sec.gov/Archives/edgar/data/51143/000095015719000591/0000950157-19-000591-index.htm) [4.5,] 4.6, 4.7 and 4.8 to Form 8-K, filed May 14, 2019, and are hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000095015719000591/0000950157-19-000591-index.htm) | | | | | | | | |

| | | | | | | [The instruments defining the rights of the holders of [removed: 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)[%] [added: the 4.700%] Notes due [removed: 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)[%] [added: 2026, the 4.600%] Notes due [removed: 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%] [added: 2027, the 4.600%] Notes due [removed: 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)[,] [added: 2029,] the [removed: 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)[%] [added: 4.750%] Notes due [removed: 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)[,] [added: 2031,] the [removed: 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)[%] [added: 4.900%] Notes due [removed: 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)[%] [added: 2034, the 5.250%] Notes due [removed: 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] [added: 2044 and] the [removed: 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%] [added: 5.300%] Notes due [removed: 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,] [added: 2054 are Exhibits 4.2,] 4.3, 4.4, 4.5, 4.6, [removed: 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] [added: 4.7 and 4.8 to] Form 8-K, filed [removed: 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)[,] [added: February 2, 2024,] and are hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000110465924010040/0001104659-24-010040-index.htm) | | | | | | | | |

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

| | | | | | | [Description of Securities Registered under Section 12 of the Exchange [removed: 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)] [added: Act.](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex41.htm)] | | | | | | 4.1 | | |

| [added: (10)] | | | | | | Material contracts | | | | | | | | |

| | | | | | | [The IBM [removed: 1997 Long-Term Performance Plan, a compensatory plan,] [added: 2014 Employees Stock Purchase Plan] contained in Registration Statement [removed: No. 333-31305] [added: 333-190160] on Form S-8, as such [removed: amended] plan was filed as Exhibit [removed: 10.4] [added: 4] to Form [removed: 10-Q for the quarter ended September 30, 2007,] [added: S-8, filed on June 13, 2014,] is hereby incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/51143/000110465907078049/a07-24846_1ex10d4.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000110465914045837/a14-13774_1s8.htm)] (1) | | | | | | | | |

| | | | | | | [Forms of [added: LTPP] equity award agreements for (i) stock options, restricted [removed: stock, restricted] stock units, cash-settled restricted stock units, SARS, (ii) [removed: performance share units and (iii)] retention restricted stock [removed: unit awards] [added: units, cash-settled retention restricted stock units, and (iii) performance share units,] as well as the Terms and Conditions of LTPP Equity Awards, effective [removed: October] [added: July] 1, [removed: 2018,] [added: 2023,] in connection with the foregoing award agreements, filed as Exhibit [removed: 10.1] [added: 10.2] to Form 10-Q for the quarter ended [removed: September] [added: June] 30, [removed: 2018] [added: 2023,] are hereby incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/51143/000110465918064673/a18-19046_1ex10d1.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex102.htm)] (1) | | | | | | | | |

| | | | | | | [Forms of LTPP equity award agreements for (i) stock options, restricted stock, restricted stock units, cash-settled restricted stock units, SARS, and (ii) performance share units, as well as the Terms and Conditions of LTPP Equity Awards, effective February 1, 2023, in connection with the foregoing award [removed: agreements](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d1.htm)[,] [added: agreements,] filed as Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d1.htm)[1] [added: 10.1] to Form [removed: 10](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d1.htm)[\-](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d1.htm)[K](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d1.htm) [for] [added: 10-K for] the year [removed: en](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d1.htm)[ded] [added: ended] December 31, 2022, are [removed: he](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d1.htm)[reby] [added: hereby] incorporated by [removed: reference](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d1.htm)[.](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d1.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d1.htm)] (1) | | | | | | | | |

| | | | | | | [Forms of LTPP equity award agreements for (i) stock [removed: options,](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex102.htm) [restricted] [added: options, restricted stock, restricted] stock units, cash-settled restricted stock units, [removed: SARS,](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex102.htm) [(ii)] [added: SARs, (ii) performance share units, and (iii)] retention restricted stock [removed: units,] [added: unit awards,] cash-settled retention restricted stock units, [removed: 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,] [added: effective February 19, 2024,] filed as Exhibit [removed: 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] [added: 10.1 to] Form [removed: 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] [added: 10-Q for the quarter ended March 31, 2024, is] hereby incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex102.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000005114324000025/form10-q1q24ex101043024.htm)] (1) | | | | | | | | |

| | | | | | | [Annual Incentive Program, effective January 1, 2023, [added: as amended through January 1, 2024,] filed as Exhibit [removed: 10.3] [added: 10.1 to Form 10-Q] for [removed: 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] [added: the quarter] ended [removed: June] [added: September] 30, [removed: 2023, are] [added: 2024, is] hereby incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/51143/000005114323000021/form10q2q23ex103.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000005114324000049/form10-q3q24ex101103024.htm)] (1) | | | | | | | | |

| | | | | | | Board of Directors compensatory plans, as described under the caption “Governance of the Board—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: 30, 2024,] [added: 29, 2025,] are hereby incorporated by reference. (1) | | | | | | | | |

| | | | | | | [Amendment No. 2 to the Amended and Restated Deferred Compensation and Equity Award Plan, effective December 13, [removed: 2022](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d2.htm)[,](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d2.htm) [filed as](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d2.htm) [Exhibit] [added: 2022, filed as Exhibit] 10.2 to Form 10-K for the year ended December 31, 2022, are [removed: he](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d2.htm)[reby] [added: hereby] incorporated by [removed: reference](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d2.htm)[.](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d2.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d2.htm)] (1) | | | | | | | | |

| | | | | | | [Amendment [removed: 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] [added: No. 2 to] the IBM Supplemental Executive Retention Plan, a compensatory plan, effective [removed: 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)] [added: December 31, 2023](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex101.htm)[, which was filed as Exhibit 10.1 to Form 10-K for the year ended](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex101.htm) [De](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex101.htm)[cember 31, 202](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex101.htm)[3, and is hereby](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex101.htm) [incorporated](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex101.htm) [by reference](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) | | | | | | [removed: 10.1] | | |

| | | | | | | [The IBM [removed: Excess](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm) [Savings](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm) [Plan,] [added: Excess Savings Plan,] a compensatory plan (formerly the [removed: IBM](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm) [Excess] [added: IBM Excess] 401(k) [removed: Plus](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm) [Plan),] [added: Plus Plan),] as amended and restated through January 1, [removed: 202](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm)[4](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm)[.](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm)] [added: 2024](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm)[, filed as Exhibit 10.2 t](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm)[o Form 10-K for the year ended D](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm)[e](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm)[cember 31, 202](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm)[3](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm)[, is hereby](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm) [incorporated](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm) [by reference](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm)] [](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex102.htm) (1) | | | | | | [removed: 10.2] | | |

| | | | | | | [Form of Noncompetition [removed: Agreement](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d4.htm)[,] [added: Agreement,] filed as [removed: Exh](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d4.htm)[ibit 10.4](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d4.htm) [to F](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d4.htm)[orm] [added: Exhibit 10.4 to Form] 10-K for the year ended [removed: D](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d4.htm)[ecember] [added: December] 31, 2022, is hereby [removed: incorporate by reference](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d4.htm)[.](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d4.htm) [](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d4.htm)] [added: incorporate](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d4.htm)[d](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d4.htm) [by reference.](https://www.sec.gov/Archives/edgar/data/51143/000155837023002376/ibm-20221231xex10d4.htm)] (1) | | | | | | | | |

| | | | | | | [Confirmation of Termination Date Extension dated June [removed: 15, 2023] [added: 17, 2024] 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 [removed: 16, 2023,] [added: 17, 2024,] is hereby incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/51143/000110465923072220/tm2318946d1_ex10-1.htm)] [added: reference](https://www.sec.gov/Archives/edgar/data/51143/000095015724000918/ex10-1.htm)] | | | | | | | | |

| | | | | | | [Amendment No. 1 to Five-Year Credit Agreement dated as of June 30, 2022, among International Business [removed: Machiness Corporation,] [added: Machines](https://www.sec.gov/Archives/edgar/data/51143/000095015722000765/ex10-2.htm) [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) | | | | | | | | |

| | | | | | | [Confirmation of Termination Date Extension dated June [removed: 15, 2023] [added: 17, 2024] 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 [removed: therein](https://www.sec.gov/Archives/edgar/data/51143/000110465923072220/tm2318946d1_ex10-2.htm)[,] [added: therein](https://www.sec.gov/Archives/edgar/data/51143/000095015724000918/ex10-2.htm)[,] filed [removed: as](https://www.sec.gov/Archives/edgar/data/51143/000110465923072220/tm2318946d1_ex10-2.htm) [Exhibit 10.2 to] [added: as Exhibit 10.](https://www.sec.gov/Archives/edgar/data/51143/000095015724000918/ex10-2.htm)[2](https://www.sec.gov/Archives/edgar/data/51143/000095015724000918/ex10-2.htm) [to] Form 8-K, filed June [removed: 16, 20](https://www.sec.gov/Archives/edgar/data/51143/000110465923072220/tm2318946d1_ex10-2.htm)[23,] [added: 17, 2024,] is hereby incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/51143/000110465923072220/tm2318946d1_ex10-2.htm)] [added: reference](https://www.sec.gov/Archives/edgar/data/51143/000095015724000918/ex10-2.htm)] | | | | | | | | |

| (13) | | | | | | [Annual Report to Security [removed: Holders](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231_d2.htm)] [added: Holders](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231_d2.htm)] (2) | | | | | | 13 | | |

| (21) | | | | | | [Subsidiaries of the [removed: registrant](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex21.htm)] [added: registrant](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex21.htm)] | | | | | | 21 | | |

| (23) | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex231.htm)] | | | | | | 23.1 | | |

| (24) | | | | | | [Powers of [removed: attorney](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex241.htm)] [added: attorney](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex241.htm)] | | | | | | 24.1 | | |

| | | | | | | [Resolution of the IBM Board of Directors authorizing execution of this Annual Report on Form 10-K by Powers of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex242.htm)] [added: Attorney](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex242.htm)] | | | | | | 24.2 | | |

| (31) | | | | | | [Certification by CEO pursuant to Rule 13A-14(a) or 15D-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex311.htm)[.](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex311.htm)] | | | | | | 31.1 | | |

| | | | | | | [Certification by CFO pursuant to Rule 13A-14(a) or 15D-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex312.htm)[.](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex312.htm)] | | | | | | 31.2 | | |

| (32) | | | | | | [Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex321.htm)[.](https://www.sec.gov/Archives/edgar/data/51143/000005114324000012/ibm-20231231x10kex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex321.htm)] | | | | | | 32.1 | | |

| | | | | | | [The instruments defining the rights of the holders of the 2.900% Notes due 2030, the 3.150% Notes due 2033, the 3.450% Notes due 2037, the 3.800% Notes due 2045, the 4.650% Notes due 2028, the 4.800% Notes due](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000051143/000110465925010555/tm255870d1_8k.htm) [2030, the 5.000% Notes due 2032, the 5.200% Notes due 2035 and the 5.700% Notes due 20](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000051143/000110465925010555/tm255870d1_8k.htm)[5](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000051143/000110465925010555/tm255870d1_8k.htm)[5 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 7, 2025, and are hereby incorporated by reference.](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000051143/000110465925010555/tm255870d1_8k.htm) | | | | | | | | |

| | | | | | | [Terms and Conditions of IBM LTPP Equity Awards, effective April 1, 2024, filed as Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2024, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000005114324000039/form10-q2q24ex101073024.htm) (1) | | | | | | | | |

| | | | | | | [Form of Noncompetition Agreement, filed as Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2024, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000005114324000025/form10-q1q24ex102043024.htm) [](https://www.sec.gov/Archives/edgar/data/51143/000005114324000025/form10-q1q24ex102043024.htm) (1) | | | | | | | | |

| | | | | | | [Form of Noncompetition Agreement](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex101.htm)[.](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex101.htm) (1) | | | | | | 10.1 | | |

| | | | | | | [Form of Noncompetition Agreement](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex102.htm)[.](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex102.htm) (1) | | | | | | 10.2 | | |

| (19) | | | | | | [Securities Trading Policy](https://www.sec.gov/Archives/edgar/data/51143/000005114325000015/ibm-20241231x10kex19.htm) | | | | | | 19 | | |

| (22) | | | | | | [Subsidiary Issuer of Guaranteed Securities, filed as Exhibit 22 for the quarter ended March 31, 2024, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000005114324000025/form10-q1q24ex22043024.htm) | | | | | | | | |

| | | | | | | [The IBM Non-Employee Directors Stock Option Plan, contained in Registration Statement 33-60227 on Form S-8, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/0000950157-95-000177-index.html) (1) | | | | | | | | |

| | | | | | | [The IBM 2003 Employees Stock Purchase Plan, contained in Registration Statement 333-104806 on Form S-8, as amended through April 1, 2005, which was filed as Exhibit 10.3 to Form 10-Q for the quarter ended March 31, 2005, is hereby incorporated by reference.](https://www.sec.gov/Archives/edgar/data/51143/000110465905018203/a05-7213_1ex10d3.htm) (1) | | | | | | | | |

| | | | | | | *Date: February [removed: 26, 2024*] [added: 25, 2025*] | | |

| /s/ ARVIND KRISHNA | | | | | | Chairman of the [removed: Board] [added: Board, President] and Chief Executive Officer | | | | | | February [removed: 26, 2024] [added: 25, 2025] | | |

| /s/ JAMES J. KAVANAUGH | | | | | | Senior Vice [removed: President] [added: President, Finance] and [added: Operations, and] Chief Financial [removed: Officer, Finance and Operations] [added: Officer] | | | | | | February [removed: 26, 2024] [added: 25, 2025] | | |

| /s/ NICOLÁS A. FEHRING | | | | | | Vice President and Controller (Chief Accounting Officer) | | | | | | February [removed: 26, 2024] [added: 25, 2025] | | |

| Marianne C. Brown | | | Director | | | | | | *Attorney-in-fact* February [removed: 26, 2024] [added: 25, 2025] | | |

Our audits of the consolidated financial statements referred to in our report dated February [removed: 26, 2024] [added: 25, 2025] appearing in the [removed: 2023] [added: 2024] 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 26, 2024][added: | 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Allowance For Credit Losses [added: (1) (2)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| –Current [removed: (1)] | | | | | | $ | 467 | | | | | $ | 13 | | | | | $ | (97) | | | | | $ | 48 | | | | | $ | 431 | |

| –Current [removed: (1)] | | | | | | $ | 418 | | | | | $ | 59 | | | | | $ | (55) | | | | | $ | 45 | | | | | $ | 467 | |

| –Noncurrent | | | | | | $ | [removed: 47] [added: 27] | | | | | $ | [removed: (21)] [added: (7)] | | | | | $ | 0 | | | | | $ | [removed: (2)] [added: (1)] | | | | | $ | [removed: 25] [added: 19] | |

[removed: (1)] [added: (2)] Other includes reserves related to discontinued operations.

[1](#iaf7e987c179946fe9556e9c6006b4d87_97) of 2

| | | | | | | By: | | | /s/ JANE P. EDWARDS | | |

| | | | | | | | | | *Jane P. Edwards* | | |

February 25, 2025

| –Current | | | | | | $ | 431 | | | | | $ | (11) | | | | | $ | (146) | | | | | $ | (20) | | | | | $ | 254 | |

| 2024 | | | | | | $ | 658 | | | | | $ | 122 | | | | | $ | (199) | | | | | $ | (4) | | | | | $ | 577 | |

| 2024 | | | | | | $ | 480 | | | | | $ | 348 | | | | | $ | (480) | | | | | $ | (51) | | | | | $ | 298 | |

(1) The majority of the write-offs during the period related to receivables which had been previously reserved.

[1](#i7527b232abdf40b3b0fbcb921de3fa07_88) of 2

| | | | | | | By: | | | /s/ FRANK SEDLARCIK | | |

| | | | | | | | | | *Frank Sedlarcik* | | |

| Joseph R. Swedish | | | Director | | | | | | | | |

| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

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