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: October 8, 2020

(Date of earliest event reported)

INTERNATIONAL BUSINESS MACHINES CORPORATION

(Exact name of registrant as specified in its charter)

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:

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

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 2.02. Results of Operations and Financial Condition.
Item 7.01. Regulation FD Disclosure.

On October 8, 2020, IBM issued a press release announcing its intention to separate its Managed Infrastructure Services unit of its Global Technology Services division into a new public company. The Company is hosting an investor webcast at 8:00 a.m. Eastern Time on October 8, 2020 relating to the separation.

The press release also included preliminary financial results for the quarter ended September 30, 2020.  As the Company is currently in its normal financial closing process, these are approximate figures and are subject to revision until the Company reports its full third-quarter results as planned later this month.

Copies of the press release and the presentation materials are attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein.

In an effort to provide investors with additional information regarding the Company’s results as determined by generally accepted accounting principles (GAAP), the Company has disclosed in the attached press release and presentation materials certain non-GAAP information which management believes provides useful information to investors. Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in the press release, presentation materials and non-GAAP financial information, which are Exhibits 99.1, 99.2 and 99.3, respectively, to this Form 8-K. The rationale for management’s use of non-GAAP measures is included in Exhibit 99.3 to this Form 8-K.

The information in Items 2.02 and 7.01 of this Form 8-K, including the corresponding Exhibits 99.1, 99.2 and 99.3, 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 exhibits are being furnished as part of this report:

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

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.