0000051143falseCapital stock, par value $.20 per shareIBMCHX00000511432023-06-152023-06-150000051143us-gaap:CommonStockMemberexch:XCHI2023-06-152023-06-150000051143us-gaap:CommonStockMemberexch:XNYS2023-06-152023-06-150000051143ibm:Notes1.125PercentDue2024Memberexch:XNYS2023-06-152023-06-150000051143ibm:Notes2.875PercentDue2025Memberexch:XNYS2023-06-152023-06-150000051143ibm:Notes0.950PercentDue2025Memberexch:XNYS2023-06-152023-06-150000051143ibm:Notes0.875PercentDue2025Memberexch:XNYS2023-06-152023-06-150000051143ibm:Notes0.300PercentDue2026Memberexch:XNYS2023-06-152023-06-150000051143ibm:Notes1.250PercentDue2027Memberexch:XNYS2023-06-152023-06-150000051143ibm:Notes3.375PercentDue2027Memberexch:XNYS2023-06-152023-06-150000051143ibm:Notes0.300PercentDue2028Memberexch:XNYS2023-06-152023-06-150000051143ibm:Notes1.750PercentDue2028Memberexch:XNYS2023-06-152023-06-150000051143ibm:Notes1.500PercentDue2029Memberexch:XNYS2023-06-152023-06-150000051143ibm:Notes0.875PercentDue2030Memberexch:XNYS2023-06-152023-06-150000051143ibm:Notes1.750PercentDue2031Memberexch:XNYS2023-06-152023-06-150000051143ibm:Notes3.625PercentDue2031Memberexch:XNYS2023-06-152023-06-150000051143exch:XNYSibm:Notes0.650PercentDue2032Member2023-06-152023-06-150000051143exch:XNYSibm:Notes1.250PercentDue2034Member2023-06-152023-06-150000051143ibm:Notes3.750PercentDue2035Memberexch:XNYS2023-06-152023-06-150000051143ibm:Notes4.875PercentDue2038Memberexch:XNYS2023-06-152023-06-150000051143exch:XNYSibm:Notes1.200PercentDie2040Member2023-06-152023-06-150000051143ibm:Notes4.000PercentDue2043Memberexch:XNYS2023-06-152023-06-150000051143ibm:Debentures7.00PercentDue2025Memberexch:XNYS2023-06-152023-06-150000051143ibm:Debentures6.22PercentDue2027Memberexch:XNYS2023-06-152023-06-150000051143ibm:Debentures6.50PercentDue2028Memberexch:XNYS2023-06-152023-06-150000051143ibm:Debentures5.875PercentDue2032Memberexch:XNYS2023-06-152023-06-150000051143ibm:Debentures7.00PercentDue2045Memberexch:XNYS2023-06-152023-06-150000051143ibm:Debentures7.125PercentDue2096Memberexch:XNYS2023-06-152023-06-15iso4217:USDxbrli:sharesiso4217:USDxbrli:shares
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: June 15, 2023
(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
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 1.01. Entry into a Material Definitive Agreement.
On June 15, 2023, International Business Machines Corporation
(“IBM”) (i) extended the maturity of the existing $2.5 billion 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, the “Existing Three-Year
Credit Agreement”), 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 pursuant to an extension request as contemplated by the Existing Three-Year Credit Agreement and (ii) extended
the maturity of the existing $7.5 billion 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, the “Existing Five-Year Credit Agreement”), 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 pursuant to an
extension request as contemplated by the Existing Five-Year Credit Agreement.
The maturity of each of the Existing Three-Year Credit Agreement and
the Existing Five-Year Credit Agreement was extended by a period of one year to June 20, 2026 and June 22, 2028, respectively,
confirmations of which are filed as Exhibits 10.1 and 10.2 to this report, and are incorporated by reference herein. The terms of
the Existing Three-Year Credit Agreement and the Existing Five-Year Credit Agreement otherwise remain unchanged.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference herein.
Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because
its XBRL tags are embedded within the Inline XBRL document
2
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.