IBM International Business Machines Corp

 

Title of each class	Capital stock, par value $.20 per share
Trading symbol	IBM
	Common Stock

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

 

 

FORM 8-K

 

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934 

 

Date of Report: February 26, 2024

(Date of earliest event reported)

 

 

INTERNATIONAL BUSINESS MACHINES CORPORATION

(Exact name of registrant as specified in its charter)

 

 

New York		1-2360		13-0871985
(State of Incorporation)		(Commission File Number)		(IRS employer Identification No.)

 

One New Orchard Road
Armonk, New York		10504
(Address of principal executive offices)		(Zip Code)

 

914-499-1900

(Registrant’s telephone number)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Capital stock, par value $.20 per share		IBM		New York Stock Exchange
				NYSE Chicago
1.125% Notes due 2024		IBM 24A		New York Stock Exchange
2.875% Notes due 2025		IBM 25A		New York Stock Exchange
0.950% Notes due 2025		IBM 25B		New York Stock Exchange
0.875% Notes due 2025		IBM 25C		New York Stock Exchange
0.300% Notes due 2026		IBM 26B		New York Stock Exchange
1.250% Notes due 2027		IBM 27B		New York Stock Exchange
3.375% Notes due 2027		IBM 27F		New York Stock Exchange
0.300% Notes due 2028		IBM 28B		New York Stock Exchange
1.750% Notes due 2028		IBM 28A		New York Stock Exchange
1.500% Notes due 2029		IBM 29		New York Stock Exchange
0.875% Notes due 2030		IBM 30A		New York Stock Exchange
1.750% Notes due 2031		IBM 31		New York Stock Exchange
3.625% Notes due 2031		IBM 31B		New York Stock Exchange
0.650% Notes due 2032		IBM 32A		New York Stock Exchange
1.250% Notes due 2034		IBM 34		New York Stock Exchange
3.750% Notes due 2035		IBM 35		New York Stock Exchange
4.875% Notes due 2038		IBM 38		New York Stock Exchange
1.200% Notes due 2040		IBM 40		New York Stock Exchange
4.000% Notes due 2043		IBM 43		New York Stock Exchange
7.00% Debentures due 2025		IBM 25		New York Stock Exchange
6.22% Debentures due 2027		IBM 27		New York Stock Exchange
6.50% Debentures due 2028		IBM 28		New York Stock Exchange
5.875% Debentures due 2032		IBM 32D		New York Stock Exchange
7.00% Debentures due 2045		IBM 45		New York Stock Exchange
7.125% Debentures due 2096		IBM 96		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 7.01. Regulation FD Disclosure.

 

On February 26, 2024, IBM announced that it is updating its reporting segments in the first quarter of 2024. Exhibit 99.1 of this Form 8-K contains additional information that the Company posted on its Investor Relations website (www.ibm.com/investor/) about these updates.

 

The information in this Item 7.01, including Exhibit 99.1, is being furnished with the Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibit is being furnished as part of this report:

 

Exhibit No.		Description of Exhibit
99.1		Investor Relations Article, dated February 26, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

IBM’s web site (www.ibm.com) contains a significant amount of information about IBM, including financial and other information for investors (www.ibm.com/investor/). IBM encourages investors to visit its various web sites from time to time, as information is updated and new information is posted.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

Date: February 26, 2024
	By:	/s/ Nicolás Fehring
		Nicolás Fehring
		Vice President and Controller

 

 

Exhibit 99.1

 

IBM Provides Update to Management System and Reporting Segments

 

February 26, 2024

 

As we enter 2024, we continue to advance our hybrid cloud and AI strategy, with the completion of the Weather Company divestiture and updates to our management system. We are making changes to our reportable segments, to reflect the way the company manages operations and allocates resources. These actions better align our portfolio to our core strategy and to the underlying business models. These changes also provide more relevant information to investors. The following updates do not impact IBM’s consolidated results.

 

·

The Weather Company divested assets moving from Software segment to Other – divested businesses

 

In August 2023 we announced the divestiture of The Weather Company assets, and the transaction closed on January 31, 2024. In the first quarter of 2024, we realigned our management structure to have these assets managed outside the Software segment, within Other – divested businesses (Other). The movement of historical financials to Other is consistent with the treatment of other divested software and services content, and results in a Software segment more closely aligned to its go-forward business.

 

·

Security Services moving from Software to Consulting

 

To better capture the growing security services market opportunity through our consulting engagements, management responsibility for Security Services has moved to Consulting. Security Services will have greater access to Consulting clients globally and will be able to capitalize on the scale of Consulting’s operating model and discipline. As a result, Security Services, previously reported within the Software segment will move to the Consulting segment.

 

·

Improved transparency of segment profitability

 

IBM’s reportable segments have historically included stock-based compensation and net interest expense allocations. As those decisions are made at the corporate level, these expenses have been removed from the business unit management system and will no longer be included in the reportable segments. This provides improved transparency of segment profitability and better comparability to industry peers.

 

IBM’s reported results will reflect these changes beginning in the first quarter of 2024. We expect to provide recast segment financials for 2022 and 2023 by the end of March to allow investors to update their models ahead of our first quarter earnings report.

 

 

The 2024 expectations provided in our January earnings call incorporated the divestiture of The Weather Company assets in the first quarter. Additionally, the commentary on segment expectations applies to the recast segments.

 

Reportable Segment Change		Resulting Segment Implications
The Weather Company asset divestiture		- Software Segment + Other – divested businesses
Security Services realignment		- Software Segment + Consulting Segment
Removal of stock-based compensation and net interest expense allocations from segment profitability		- Software Segment, Consulting Segment, Infrastructure Segment, Financing Segment* + Other

 

*Presentation of interest for the Financing segment will not change

 

v3.24.0.1

Cover	Feb. 26, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 26, 2024
Entity File Number	1-2360
Entity Registrant Name	INTERNATIONAL BUSINESS MACHINES CORPORATION
Entity Central Index Key	0000051143
Entity Tax Identification Number	13-0871985
Entity Incorporation, State or Country Code	NY
Entity Address, Address Line One	One New Orchard Road
Entity Address, City or Town	Armonk
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10504
City Area Code	914
Local Phone Number	499-1900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock | NYSE CHICAGO, INC. [Member]
Document Information [Line Items]
Title of 12(b) Security	Capital stock, par value $.20 per share
Trading Symbol	IBM
Security Exchange Name	CHX
Common Stock | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	Capital stock, par value $.20 per share
Trading Symbol	IBM
Security Exchange Name	NYSE
Notes 1. 125 Percent Due 2024 [Member] | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	1.125% Notes due 2024
Trading Symbol	IBM 24A
Security Exchange Name	NYSE
Notes 2. 875 Percent Due 2025 [Member] | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	2.875% Notes due 2025
Trading Symbol	IBM 25A
Security Exchange Name	NYSE
Notes 0. 950 Percent Due 2025 [Member] | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	0.950% Notes due 2025
Trading Symbol	IBM 25B
Security Exchange Name	NYSE
Notes 0. 875 Percent Due 2025 [Member] | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	0.875% Notes due 2025
Trading Symbol	IBM 25C
Security Exchange Name	NYSE
Notes 0. 300 Percent Due 2026 [Member] | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	0.300% Notes due 2026
Trading Symbol	IBM 26B
Security Exchange Name	NYSE
Notes 1. 250 Percent Due 2027 [Member] | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	1.250% Notes due 2027
Trading Symbol	IBM 27B
Security Exchange Name	NYSE
Notes 3. 375 Percent Due 2027 [Member] | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	3.375% Notes due 2027
Trading Symbol	IBM 27F
Security Exchange Name	NYSE
Notes 0. 300 Percent Due 2028 [Member] | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	0.300% Notes due 2028
Trading Symbol	IBM 28B
Security Exchange Name	NYSE
Notes 1. 750 Percent Due 2028 [Member] | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	1.750% Notes due 2028
Trading Symbol	IBM 28A
Security Exchange Name	NYSE
Notes 1. 500 Percent Due 2029 [Member] | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	1.500% Notes due 2029
Trading Symbol	IBM 29
Security Exchange Name	NYSE
Notes 0. 875 Percent Due 2030 [Member] | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	0.875% Notes due 2030
Trading Symbol	IBM 30A
Security Exchange Name	NYSE
Notes 1. 750 Percent Due 2031 [Member] | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	1.750% Notes due 2031
Trading Symbol	IBM 31
Security Exchange Name	NYSE
Notes 3. 625 Percent Due 2031 [Member] | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	3.625% Notes due 2031
Trading Symbol	IBM 31B
Security Exchange Name	NYSE
Notes 0. 650 Percent Due 2032 [Member] | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	0.650% Notes due 2032
Trading Symbol	IBM 32A
Security Exchange Name	NYSE
Notes 1. 250 Percent Due 2034 [Member] | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	1.250% Notes due 2034
Trading Symbol	IBM 34
Security Exchange Name	NYSE
Notes 3. 750 Percent Due 2035 [Member] | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	3.750% Notes due 2035
Trading Symbol	IBM 35
Security Exchange Name	NYSE
Notes 4. 875 Percent Due 2038 [Member] | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	4.875% Notes due 2038
Trading Symbol	IBM 38
Security Exchange Name	NYSE
Notes 1. 200 Percent Die 2040 [Member] | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	1.200% Notes due 2040
Trading Symbol	IBM 40
Security Exchange Name	NYSE
Notes 4. 000 Percent Due 2043 [Member] | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	4.000% Notes due 2043
Trading Symbol	IBM 43
Security Exchange Name	NYSE
Debentures 7. 00 Percent Due 2025 [Member] | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	7.00% Debentures due 2025
Trading Symbol	IBM 25
Security Exchange Name	NYSE
Debentures 6. 22 Percent Due 2027 [Member] | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	6.22% Debentures due 2027
Trading Symbol	IBM 27
Security Exchange Name	NYSE
Debentures 6. 50 Percent Due 2028 [Member] | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	6.50% Debentures due 2028
Trading Symbol	IBM 28
Security Exchange Name	NYSE
Debentures 5. 875 Percent Due 2032 [Member] | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	5.875% Debentures due 2032
Trading Symbol	IBM 32D
Security Exchange Name	NYSE
Debentures 7. 00 Percent Due 2045 [Member] | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	7.00% Debentures due 2045
Trading Symbol	IBM 45
Security Exchange Name	NYSE
Debentures 7. 125 Percent Due 2096 [Member] | New York Stock Exchange
Document Information [Line Items]
Title of 12(b) Security	7.125% Debentures due 2096
Trading Symbol	IBM 96
Security Exchange Name	NYSE

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