Current Report Filing (8-k)
22 Gennaio 2020 - 11:22PM
Edgar (US Regulatory)
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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: January 21, 2020
(Date of earliest event reported)
INTERNATIONAL BUSINESS MACHINES CORPORATION
(Exact name of registrant as specified in its charter)
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New York
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1-2360
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13-0871985
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(State of Incorporation)
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(Commission File Number)
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(IRS employer Identification No.)
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One New Orchard Road
Armonk, New York
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10504
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(Address of principal executive offices)
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(Zip Code)
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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:
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Title of each class
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Trading symbol(s)
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Name of each exchange
on which registered
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Capital stock, par value $.20 per share
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IBM
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New York Stock Exchange
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Chicago Stock Exchange
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2.750% Notes due 2020
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IBM 20B
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New York Stock Exchange
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1.875% Notes due 2020
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IBM 20A
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New York Stock Exchange
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0.500% Notes due 2021
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IBM 21B
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New York Stock Exchange
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2.625% Notes due 2022
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IBM 22A
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New York Stock Exchange
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1.250% Notes due 2023
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IBM 23A
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New York Stock Exchange
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0.375% Notes due 2023
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IBM 23B
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New York Stock Exchange
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1.125% Notes due 2024
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IBM 24A
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New York Stock Exchange
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2.875% Notes due 2025
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IBM 25A
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New York Stock Exchange
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0.950% Notes due 2025
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IBM 25B
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New York Stock Exchange
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0.875% Notes due 2025
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IBM 25C
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New York Stock Exchange
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0.300% Notes due 2026
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IBM 26B
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New York Stock Exchange
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1.250% Notes due 2027
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IBM 27B
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New York Stock Exchange
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1.750% Notes due 2028
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IBM 28A
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New York Stock Exchange
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1.500% Notes due 2029
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IBM 29
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New York Stock Exchange
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1.750% Notes due 2031
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IBM 31
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New York Stock Exchange
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7.00% Debentures due 2025
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IBM 25
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New York Stock Exchange
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6.22% Debentures due 2027
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IBM 27
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New York Stock Exchange
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6.50% Debentures due 2028
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IBM 28
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New York Stock Exchange
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7.00% Debentures due 2045
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IBM 45
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New York Stock Exchange
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7.125% Debentures due 2096
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IBM 96
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New York Stock Exchange
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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 7.01. Regulation FD Disclosure.
Exhibit 99.1 of this Form 8-K contains the prepared remarks for IBM’s Chief Financial Officer Jim Kavanaugh’s fourth-quarter and full-year 2019 earnings presentation to investors on January 21, 2020.
Reconciliations of non-GAAP financial measures discussed in the earnings presentation to the most directly comparable financial measures calculated and presented in accordance with GAAP are included as Exhibit 99.2 of this Form 8-K. The slides used in Mr. Kavanaugh’s fourth-quarter and full-year 2019 earnings presentation are Exhibit 99.3 to the company’s Form 8-K submitted to the SEC on January 21, 2020.
The information in this Item 7.01, including the corresponding 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 (the “Exchange Act”), with the exception of the following information from the question and answer period of the earnings presentation, which has been edited to provide additional context and clarity, and shall be deemed “filed” under the Exchange Act:
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The company stated that external estimates of approximately 3% revenue growth for full-year 2020 are reasonable. This includes about a 1 point impact from businesses divested in 2019, and current expectations for currency translation. This also includes an assumption of an improving trend in Global Technology Services, predominantly in the second half of 2020.
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The company expects an improvement in revenue growth at constant currency of approximately 0.5 points from the fourth quarter of 2019 to the first quarter of 2020, and a sequential impact from currency translation between 0.4 and 0.9 points. As a result, IBM’s as reported revenue growth in the first quarter of 2020 is expected to be similar to fourth-quarter 2019.
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For the first quarter of 2020, the company expects GAAP earnings per share from continuing operations to be between 12% and 13% of the full-year expectation of at least $10.57 and operating (non-GAAP) earnings per share to be between 14% and 15% of the full-year expectation of at least $13.35. This reflects typical seasonality of IBM’s operations, and the impact of the Red Hat deferred revenue purchase accounting adjustment.
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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:
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Exhibit No.
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Description of Exhibit
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104
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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
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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.
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Date: January 22, 2020
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By:
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/s/ Robert F. Del Bene
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Robert F. Del Bene
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Vice President and Controller
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