Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-K WASHINGTON, D.C. 20549 ANNUAL REPORT pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 FOR THE YEAR ENDED DECEMBER 31, 2019 INTERNATIONAL BUSINESS MACHINES CORPORATION 1-2360 (Commission file number) (Exact name of registrant as specified in its charter) New York (State of Incorporation) One New Orchard Road Armonk, New York (Address of principal executive offices) 13-0871985 (IRS Employer Identification Number) (Zip Code) 10504 914-499-1900 (Registrant’s telephone number) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Capital stock, par value $.20 per share IBM New York Stock Exchange Chicago Stock Exchange 2.750% Notes due 2020 IBM 20B New York Stock Exchange 1.875% Notes due 2020 IBM 20A 0.500% Notes due 2021 IBM 21B New York Stock Exchange 2.625% Notes due 2022 IBM 22A 1.25% Notes due 2023 IBM 23A New York Stock Exchange 0.375% Notes due 2023 IBM 23B 1.125% Notes due 2024 IBM 24A New York Stock Exchange 2.875% Notes due 2025 IBM 25A 0.950% Notes due 2025 IBM 25B New York Stock Exchange 0.875% Notes due 2025 IBM 25C 0.300% Notes due 2026 IBM 26B New York Stock Exchange 1.250% Notes due 2027 IBM 27B 0.300% Notes due 2028 IBM 28B New York Stock Exchange 1.750% Notes due 2028 IBM 28A 1.500% Notes due 2029 IBM 29 New York Stock Exchange 1.750% Notes due 2031 IBM 31 0.650% Notes due 2032 IBM 32A New York Stock Exchange 1.200% Notes due 2040 IBM 40 7.00% Debentures due 2025 IBM 25 New York Stock Exchange 6.22% Debentures due 2027 IBM 27 6.50% Debentures due 2028 IBM 28 New York Stock Exchange 7.00% Debentures due 2045 IBM 45 7.125% Debentures due 2096 IBM 96 New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes  ☒ No  ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ☐  No  ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒ No  ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒ No  ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer  ☒ Non-accelerated filer  ☐ Smaller reporting company  ☐ Emerging growth company  ☐ Accelerated filer  ☐ 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.  ☐ Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes  ☐ No  ☒ 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 $122.1 billion. The registrant had 888,408,023 shares of common stock outstanding at February 10, 2020. Documents incorporated by reference: Portions of IBM’s Annual Report to Stockholders for the year ended December 31, 2019 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 28, 2020 are incorporated by reference into Part III of this Form 10-K.