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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report:
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State of Incorporation) | (Commission File Number) | (IRS employer Identification No.) |
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(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:
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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.
On October 4, 2021, IBM announced that it is updating its reporting segments, and on November 3, 2021, IBM completed the separation of Kyndryl Holdings, Inc. Exhibit 7 of Exhibit 99.1 to this Form 8-K contains information that the Company has posted to its Investor Relations website (www.ibm.com/investor/) including recast historical financial data as adjusted for discontinued operations as well as recast segment data under the new segment structure. Reconciliations of non-GAAP financial measures included in exhibits 7c and 7d of Exhibit 99.1 to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in Exhibit 99.2 to this Form 8-K.
The information in this Item 2.02, including exhibit 7 of Exhibit 99.1 and Exhibit 99.2, 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 7.01. Regulation FD Disclosure.
Exhibit 99.1 to this Form 8-K contains information on IBM’s historical financials which reflect the separation of Kyndryl Holdings, Inc. as well as changes to IBM’s management structure and segment reporting that the company has posted on its Investor Relations website (www.ibm.com/investor/).
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 investor relations article certain non-GAAP information, which management believes provides useful information to investors. The rationale for management’s use of non-GAAP measures and reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in Exhibit 99.2 to this Form 8-K.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, 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:
Exhibit No. | Description of Exhibit | |
99.1 | ||
99.2 |
The following exhibit is being filed as part of this report:
Exhibit No. | Description of Exhibit | |
104 | 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 |
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.
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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: December 27, 2021 | ||
By: | /s/ Robert F. Del Bene | |
Robert F. Del Bene | ||
Vice President and Controller | ||
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