# embeddings_queue

created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8be6c0-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 61, "chroma:document": "included $766  million of cash and cash equivalents acquired. Bethesda is one of the largest, privately held game developers \nand publishers in the world, and brings a broad portfolio of games, technology, and talent to Xbox. The financial results of \nZeniMax have been included in  our consolidated financial statements since the date of the acquisition. ZeniMax is reported \nas part of our More Personal Computing segment.  \nThe allocation of the purchase price to goodwill was completed as of December  31, 2021. The major classes of assets and \nliabilities to which we have allocated the purchase price were as follows:  \n  \n(In millions)      \nCash and cash equivalents  $ 766  \nGoodwill   5,510   \nIntangible assets   1,968   \nOther assets   121  \nOther liabilities   (244)   \nTotal  $       8,121"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8be71a-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 62, "chroma:document": "62 Goodwill was assigned to our More Personal Computing segment. The goodwill was primarily attributed to increased \nsynergies that are expected to be achieved from the integration of ZeniMax. None of the goodwill is expected to be \ndeductible for income tax pu rposes.  \nFollowing are details of the purchase price allocated to the intangible assets acquired:  \n  \n(In millions, except average life)  Amount  Weighted  \nAverage  Life   \n      \nTechnology -based  $ 1,341    4 years   \nMarketing -related   627   11 years       \nTotal  $     \u2009 1,968    6 years         \nActivision Blizzard, Inc.  \nOn January  18, 2022, we entered into a definitive agreement to acquire Activision Blizzard, Inc. (\u201cActivision Blizzard\u201d) for \n$95.00 per share in an all -cash transaction valued at $68.7  billion, inclusive of Activision Blizzard\u2019s net cash. Activision \nBlizza rd is a leader in game development and an interactive entertainment content publisher. The acquisition will accelerate \nthe growth in our gaming business across mobile, PC, console, and cloud gaming. The acquisition has been approved by \nActivision Blizzard\u2019 s shareholders. We continue to work toward closing the transaction subject to obtaining required \nregulatory approvals and satisfaction of other customary closing conditions. Microsoft and Activision Blizzard have jointly \nagreed to extend the merger agreeme nt through October  18, 2023 to allow for additional time to resolve remaining \nregulatory concerns.  \n  \nNOTE 9 \u2014 GOODWILL  \nChanges in the carrying amount of goodwill were as follows:  \n  \n(In millions)  June  30, \n2021  Acquisitions  Other  June  30, \n2022  Acquisitions  Other  June  30, \n2023    \nProductivity and Business \nProcesses  $ 24,317   $ 599  $ (105)   $ 24,811   $ 11  $ (47 ) $ 24,775   \nIntelligent Cloud   13,256    16,879    47   30,182    223   64   30,469"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8be774-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 62, "chroma:document": "More Personal Computing   12,138    648   (255)  12,531    0   111   12,642                 \nTotal  $\u2007\u200749,711   $\u2007\u200718,126   $ \u2007(313 ) $ \u2007\u200767,524   $ \u2007\u2007234   $ \u2007\u2007128   $ \u200767,886                   \nThe measurement periods for the valuation of assets acquired and liabilities assumed end as soon as information on the \nfacts and circumstances that existed as of the acquisition dates becomes available, but do not exceed 12 months. \nAdjustments in purchase price allocations may require a change in the amounts allocated to goodwill during the periods in \nwhich the adjustments are determined.  \nAny change in the goodwill amounts resulting from foreign currency translations and purchase accounting adjustments are  \npresented as \u201cOther\u201d in the table above. Also included in \u201cOther\u201d are business dispositions and transfers between segments \ndue to reorganizations, as applicable.  \nGoodwill Impairment  \nWe test goodwill for impairment annually on May  1 at the reporting unit  level, primarily using a discounted cash flow \nmethodology with a peer -based, risk -adjusted weighted average cost of capital. We believe use of a discounted cash flow \napproach is the most reliable indicator of the fair values of the businesses.  \nNo instanc es of impairment were identified in our May  1, 2023, May  1, 2022, or May  1, 2021 tests. As of June  30, 2023 and \n2022, accumulated goodwill impairment was $11.3  billion."}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8be7ce-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 63, "chroma:document": "63 NOTE 10  \u2014 INTANGIBLE ASSETS  \nThe components of intangible assets, all of which are fin ite-lived, were as follows:  \n  \n(In millions)  Gross  \nCarrying  \nAmount  Accumulated  \nAmortization  Net \nCarrying  \nAmount  Gross  \nCarrying  \nAmount  Accumulated  \nAmortization  Net \nCarrying  \nAmount    \n      \nJune  30, 2023  2022  \n              \nTechnology -based  $ 11,245   $ (7,589 ) $ 3,656   $ 11,277   $ (6,958 ) $ 4,319   \nCustomer -related   7,281    (4,047 )  3,234    7,342    (3,171 )  4,171   \nMarketing -related   4,935    (2,473 )  2,462    4,942    (2,143 )  2,799   \nContract -based   29   (15)  14   16   (7)  9              \nTotal  $  23,490   $  (14,124)   $   9,366   $  23,577   $  (12,279 ) $   11,298                 \nNo material impairments of intangible assets were identified during fiscal years 2023, 2022, or 2021. We estimate that we \nhave no significant residual value related to our intangible assets.  \n  \nThe components of intangible assets acquired during the period s presented were as follows:  \n  \n(In millions)  Amount  Weighted  \nAverage  Life Amount  Weighted  \nAverage  Life   \n          \nYear Ended June  30, 2023    2022    \n          \nTechnology -based  $ 522   7 years   $ 2,611    4 years   \nCustomer -related  0 0 years  2,837  9 years  \nMarketing -related  7 5 years  233 4 years  \nContract -based  12 3 years  0 0 years          \nTotal  $  541   6 years   $  5,681    7 years"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8be828-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 63, "chroma:document": "Intangible assets amortization expense was $2.5  billion, $2.0  billion, and $1.6  billion for fiscal years 2023, 2022, and 2021, \nrespectively.  \nThe following table outlines the estimated future amortization expense related to intangible assets held as of Jun e 30, 2023:  \n  \n(In millions)      \n    \nYear Ending June  30,   \n    \n2024  $ 2,363   \n2025   1,881   \n2026   1,381   \n2027   929  \n2028   652  \nThereafter   2,160     \nTotal  $     9,366       \n  \nNOTE 11  \u2014 DEBT  \nThe components of debt were as follows:  \n  \n(In millions, issuance by calendar year)  Maturities  \n(calendar  year)  Stated Interest  \nRate  Effective  \nInterest  \nRate  June  30, \n2023  June  30, \n2022    \n            \n2009 issuance of $3.8  billion   2039    5.20%    5.24%   $ 520  $ 520  \n2010 issuance of $4.8  billion   2040    4.50%    4.57%    486   486  \n2011 issuance of $2.3  billion   2041    5.30%    5.36%    718   718  \n2012 issuance of $2.3  billion   2042    3.50%    3.57%    454   1,204"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8be878-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 64, "chroma:document": "64 (In millions, issuance by calendar year)  Maturities  \n(calendar  year)  Stated Interest  \nRate  Effective  \nInterest  \nRate  June  30, \n2023  June  30, \n2022  \n2013 issuance of $5.2  billion   2023 \u20132043    3.63% \u20134.88%    3.73% \u20134.92%    1,814    2,814   \n2013 issuance of \u20ac4.1 billion   2028 \u20132033    2.63% \u20133.13%    2.69% \u20133.22%    2,509    2,404   \n2015 issuance of $23.8  billion   2025 \u20132055    2.70% \u20134.75%    2.77% \u20134.78%    9,805    10,805   \n2016 issuance of $19.8  billion   2023 \u20132056    2.00% \u20133.95%    2.10% \u20134.03%    9,430    9,430   \n2017 issuance of $17.0  billion   2024 \u20132057    2.88% \u20134.50%    3.04% \u20134.53%    8,945    8,945   \n2020 issuance of $10.0  billion   2050 \u20132060    2.53% \u20132.68%    2.53% \u20132.68%    10,000    10,000   \n2021 issuance of $8.2  billion   2052 \u20132062    2.92% \u20133.04%    2.92% \u20133.04%    8,185    8,185       \nTotal face value     52,866    55,511   \nUnamortized discount and \nissuance  costs         (438)  (471) \nHedge fair value adjustments (a)        (106)  (68) \nPremium on debt exchange         (5,085 )  (5,191 )     \nTotal debt     47,237    49,781"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8be8d2-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 64, "chroma:document": "Total debt     47,237    49,781   \nCurrent portion of long -term debt         (5,247 )  (2,749 )     \nLong -term debt    $   41,990   $   47,032               \n(a) Refer to Note 5 \u2013 Derivatives for further information on the interest rate swaps related to fixed -rate debt.   \nAs of June  30, 2023 and 2022, the estimated fair value of long -term debt, including the current portion, was $46.2  billion \nand $50.9  billion, respectively. The estimated fair values are based on Level  2 inputs.  \nDebt in the table above is comprised of seni or unsecured obligations and ranks equally with our other outstanding \nobligations. Interest is paid semi -annually, except for the Euro -denominated debt, which is paid annually. Cash paid for \ninterest on our debt for fiscal years 2023, 2022, and 2021 was $1 .7 billion, $1.9  billion, and $2.0  billion, respectively.  \nThe following table outlines maturities of our long -term debt, including the current portion, as of June  30, 2023:  \n  \n(In millions)      \n    \nYear Ending June  30,   \n    \n2024  $ 5,250   \n2025   2,250   \n2026   3,000   \n2027   8,000   \n2028   0  \nThereafter   34,366     \nTotal  $        52,866       \n  \nNOTE 12  \u2014 INCOME TAXES  \nProvision for Income Taxes  \nThe components of the provision for income taxes were as follows:  \n  \n(In millions)    \n        \nYear Ended June  30, 2023  2022  2021  \n        \nCurrent Taxes        \n        \nU.S. federal  $ 14,009   $ 8,329   $ 3,285   \nU.S. state and local   2,322    1,679    1,229   \nForeign   6,678    6,672    5,467"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8be92c-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 64, "chroma:document": "Current taxes  $  23,009   $  16,680   $  \u20079,981   \n        \nDeferred Taxes        \n        \nU.S. federal  $ (6,146 ) $ (4,815 ) $ 25  \nU.S. state and local   (477)  (1,062 )  (204)"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8be97c-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 65, "chroma:document": "65 (In millions)  \nForeign   564   175   29        \nDeferred taxes  $ (6,059 ) $ (5,702 ) $ (150)       \nProvision for income taxes  $ 16,950   $ 10,978   $ 9,831           \nU.S. and foreign components of income before income taxes were as follows:  \n  \n(In millions)    \n        \nYear Ended June  30, 2023  2022  2021  \n        \nU.S. $ 52,917   $ 47,837   $ 34,972   \nForeign   36,394    35,879    36,130         \nIncome before income taxes  $  89,311   $  83,716   $  71,102           \nEffective Tax Rate  \nThe items accounting for the difference between income taxes computed at the U.S. federal statutory rate and our effective \nrate were as follows:  \n  \n        \nYear Ended June  30, 2023  2022  2021  \n        \nFederal statutory rate   21.0%    21.0%    21.0%   \nEffect of:        \nForeign earnings taxed at lower rates   (1.8)%    (1.3)%    (2.7)%   \nImpact of intangible property transfers   0%   (3.9)%    0%  \nForeign -derived intangible income deduction   (1.3)%    (1.1)%    (1.3)%   \nState income taxes, net of federal benefit   1.6%    1.4%    1.4%   \nResearch and development credit   (1.1)%    (0.9)%    (0.9)%   \nExcess tax benefits relating to stock -based compensation   (0.7)%    (1.9)%    (2.4)%   \nInterest, net   0.8%    0.5%    0.5%   \nOther reconciling items, net   0.5%    (0.7)%    (1.8)%         \nEffective rate     19.0%     13.1%     13.8%"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8be9fe-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 65, "chroma:document": "In the first quarter of fiscal year 2022, we transferred certain intangible properties from our Puerto Rico subsidiary to the  \nU.S. The transfer of intangible properties resulted in a $3.3  billion net income tax benefit in the first quarter of fiscal year \n2022, as the value of future U.S. tax deductions exceeded the current tax liability from the U.S. global intangible low -taxed \nincome (\u201cGILTI\u201d) tax.  \nWe have historically paid India withholding taxes on software sales through distributor withholding and tax audit \nassessments in India. In March 2021, the India Supreme Court ruled favorably in the case of Engineering Analysis Centre \nof Excellence Private Limited vs The Commissioner of Income Tax for companies in 86 separate appeals, some dating back \nto 2012, ho lding that software sales are not subject to India withholding taxes. Although we were not a party to the appeals, \nour software sales in India were determined to be not subject to withholding taxes. Therefore, we recorded a net income \ntax benefit of $620  million in the third quarter of fiscal year 2021 to reflect the results of the India Supreme Court decision \nimpacting fiscal year  1996  through fiscal year  2016.  \nThe decrease from the federal statutory rate in fiscal year 2023 is primarily due to earnings t axed at lower rates in foreign \njurisdictions resulting from producing and distributing our products and services through our foreign regional operations \ncenter in Ireland. The decrease from the federal statutory rate in fiscal year 2022 is primarily due to  the net income tax \nbenefit related to the transfer of intangible properties, earnings taxed at lower rates in foreign jurisdictions resulting fr om \nproducing and distributing our products and services through our foreign regional operations center in Irela nd, and tax \nbenefits relating to stock -based compensation. The decrease from the federal statutory rate in fiscal year 2021 is primarily \ndue to earnings taxed at lower rates in foreign jurisdictions resulting from producing and distributing our products an d \nservices through our foreign regional operations centers in Ireland and Puerto Rico, tax benefits relating to stock -based \ncompensation, and tax benefits from the India Supreme Court decision on withholding taxes. In fiscal year 2023, our foreign"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bea58-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 65, "chroma:document": "regional  operating center in Ireland, which is taxed at a rate lower than the U.S. rate, generated 81% of our foreign income"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8beab2-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 66, "chroma:document": "66 before tax. In fiscal years 2022 and 2021, our foreign regional operating centers in Ireland and Puerto Rico, which are taxed  \nat rates lowe r than the U.S. rate, generated 71% and 82% of our foreign income before tax. Other reconciling items, net \nconsists primarily of tax credits and GILTI tax, and in fiscal year 2021, includes tax benefits from the India Supreme Court \ndecision on withholding taxes. In fiscal years 2023, 2022, and 2021, there were no individually significant other reconciling \nitems.  \nThe increase in our effective tax rate for fiscal year 2023 compared to fiscal year 2022 was primarily due to a $3.3  billion \nnet income tax benefi t in the first quarter of fiscal year 2022 related to the transfer of intangible properties and a decrease \nin tax benefits relating to stock -based compensation. The decrease in our effective tax rate for fiscal year 2022 compared \nto fiscal year 2021 was pr imarily due to a $3.3  billion net income tax benefit in the first quarter of fiscal year 2022 related to \nthe transfer of intangible properties, offset in part by changes in the mix of our income before income taxes between the \nU.S. and foreign countries, a s well as tax benefits in the prior year from the India Supreme Court decision on withholding \ntaxes, an agreement between the U.S. and India tax authorities related to transfer pricing, and final Tax Cuts and Jobs Act \n(\u201cTCJA\u201d) regulations.  \n  \nThe component s of the deferred income tax assets and liabilities were as follows:  \n  \n(In millions)        \n      \nJune  30, 2023  2022  \n      \nDeferred Income Tax Assets      \n      \nStock -based compensation expense  $ 681  $ 601  \nAccruals, reserves, and other expenses   3,131    2,874   \nLoss and credit carryforwards   1,441    1,546   \nAmortization (a)  9,440    10,183   \nLeasing liabilities   5,041    4,557   \nUnearned revenue   3,296    2,876"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8beb02-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 66, "chroma:document": "Unearned revenue   3,296    2,876   \nBook/tax basis differences in investments and debt   373   0  \nCapitalized research and development (a)  6,958    473  \nOther   489   461      \nDeferred income tax assets   30,850    23,571   \nLess valuation allowance   (939)  (1,012 )     \nDeferred income tax assets, net of valuation allowance  $ 29,911   $ 22,559       \n      \nDeferred Income Tax Liabilities      \n      \nBook/tax basis differences in investments and debt  $ 0  $ (174) \nLeasing assets   (4,680 )  (4,291 ) \nDepreciation   (2,674 )  (1,602 ) \nDeferred tax on foreign earnings   (2,738 )  (3,104 ) \nOther   (89)  (103)     \nDeferred income tax liabilities  $ (10,181 ) $ (9,274 )     \nNet deferred income tax assets  $ 19,730   $ 13,285         \n      \nReported As      \n      \nOther long -term assets  $ 20,163   $ 13,515   \nLong -term deferred income tax liabilities   (433)  (230)     \nNet deferred income tax assets  $   19,730   $   13,285         \n(a) Provisions enacted in the TCJA related to the capitalization for tax purposes of research and development \nexpenditures became effective on July  1, 2022. These provisions require us to capitalize research and development \nexpenditures and amortize them on our U.S. tax return over five or fifteen years, depending on where research is \nconducted.   \nDeferred income tax balances reflect the effects of temporary differences between  the carrying amounts of assets and \nliabilities and their tax bases and are stated at enacted tax rates expected to be in effect when the taxes are paid or \nrecovered."}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8beb5c-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 67, "chroma:document": "67 As of June  30, 2023, we had federal, state, and foreign net operating loss carryforwards  of $509  million, $1.2  billion, and \n$2.3 billion, respectively. The federal and state net operating loss carryforwards have varying expiration dates ranging from \nfiscal year 2024 to 2043 or indefinite carryforward periods, if not utilized. The majority of our foreign net operating loss \ncarryforwards do not expire. Certain acquired net operating loss carryforwards are subject to an annual limitation but are \nexpected to be realized with the exception of those which have a valuation allowance. As of June  30, 2 023, we had \n$456  million federal capital loss carryforwards for U.S. tax purposes from our acquisition of Nuance. The federal capital loss \ncarryforwards are subject to an annual limitation and will expire in fiscal year 2025.  \nThe valuation allowance discl osed in the table above relates to the foreign net operating loss carryforwards, federal capital \nloss carryforwards, and other net deferred tax assets that may not be realized.  \n  \nIncome taxes paid, net of refunds, were $23.1  billion, $16.0  billion, and $1 3.4 billion in fiscal years 2023, 2022, and 2021, \nrespectively.  \nUncertain Tax Positions  \nGross unrecognized tax benefits related to uncertain tax positions as of June  30, 2023, 2022, and 2021, were $17.1  billion, \n$15.6  billion, and $14.6  billion, respectively, which were primarily included in long -term income taxes in our consolidated \nbalance sheets. If recognized, the resulting tax benefit would affect our effective tax rates for fiscal years 2023, 2022, and \n2021 by $14.4  billion, $13.3  billion, and $12.5  billion, respectively.  \nAs of June  30, 2023, 2022, and 2021, we had accrued interest expe nse related to uncertain tax positions of $5.2  billion,"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bebb6-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 67, "chroma:document": "$4.3 billion, and $4.3  billion, respectively, net of income tax benefits. The provision for income taxes for fiscal years 2023, \n2022, and 2021 included interest expense related to uncertain tax positi ons of $918  million, $36  million, and $274  million, \nrespectively, net of income tax benefits.  \nThe aggregate changes in the gross unrecognized tax benefits related to uncertain tax positions were as follows:  \n  \n(In millions)          \n        \nYear Ended June  30, 2023  2022  2021  \n        \nBeginning unrecognized tax benefits  $ 15,593   $ 14,550   $ 13,792   \nDecreases related to settlements   (329)  (317)  (195) \nIncreases for tax positions related to the current year   1,051    1,145    790  \nIncreases for tax positions related to prior years   870   461   461  \nDecreases for tax positions related to prior years   (60)  (246)  (297) \nDecreases due to lapsed statutes of limitations   (5)  0   (1)       \nEnding unrecognized tax benefits  $  17,120   $  15,593   $  14,550           \nWe settled a portion of the Internal Revenue Service (\u201cIRS\u201d) audit for tax years 2004 to 2006 in fiscal year 2011. In Februar y \n2012, the IRS withdrew its 2011 Revenue Agents Report related to unresolved issues for tax years 2004 to 2006 and \nreopened the au dit phase of the examination. We also settled a portion of the IRS audit for tax years 2007 to 2009 in fiscal \nyear 2016, and a portion of the IRS audit for tax years 2010 to 2013 in fiscal year 2018. In the second quarter of fiscal yea r \n2021, we settled an  additional portion of the IRS audits for tax years 2004 to 2013 and made a payment of $1.7  billion, \nincluding tax and interest. We remain under audit for tax years 2004 to 2017."}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bec1a-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 67, "chroma:document": "As of June  30, 2023, the primary unresolved issues for the IRS audits relate  to transfer pricing, which could have a material \nimpact in our consolidated financial statements when the matters are resolved. We believe our allowances for income tax \ncontingencies are adequate. We have not received a proposed assessment for the unresol ved key transfer pricing issues. \nWe do not expect a final resolution of these issues in the next 12 months.  Based on the information currently available, we \ndo not anticipate a significant increase or decrease to our tax contingencies for these issues with in the next 12 months.  \nWe are subject to income tax in many jurisdictions outside the U.S. Our operations in certain jurisdictions remain subject to  \nexamination for tax years 1996 to 2022, some of which are currently under audit by local tax authorities. The resolution of \neach of these audits is not expected to be material to our consolidated financial statements."}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bec74-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 68, "chroma:document": "68 NOTE 13 \u2014 UNEARNED REVENUE  \nUnearned revenue by segment was as follows:  \n  \n(In millions)        \n      \nJune  30, 2023  2022  \n      \nProductivity and Business Processes  $ 27,572   $ 24,558   \nIntelligent Cloud   21,563    19,371   \nMore Personal Computing   4,678    4,479       \nTotal  $   53,813   $   48,408         \nChanges in unearned revenue were as follows:  \n  \n(In millions)      \n    \nYear Ended June  30, 2023    \n    \nBalance, beginning of period  $ 48,408   \nDeferral of revenue   123,935   \nRecognition of unearned revenue   (118,530 )   \nBalance, end of period  $   53,813       \nRevenue allocated to remaining performance obligations, which includes unearned revenue and amounts that will be \ninvoiced and recognized as revenue in future periods, was $229  billion as of June  30, 2023, of which $224  billion is related \nto the commercial portion of revenue. We expect to recognize approximately 45% of this revenue over the next 12 months \nand the remainder thereafter.  \nNOTE 14  \u2014 LEASES  \nWe have operating and finance leases for datacenters, corporate offices, research and development faciliti es, Microsoft \nExperience Centers, and certain equipment. Our leases have remaining lease terms of less than 1 year to 18 years, some \nof which include options to extend the leases for up to 5 years, and some of which include options to terminate the leases \nwithin 1 year.  \nThe components of lease expense were as follows:  \n  \n(In millions)      \n        \nYear Ended June  30, 2023  2022  2021  \n        \nOperating lease cost  $  2,875   $  2,461   $  2,127           \nFinance lease cost:        \nAmortization of right-of-use assets  $ 1,352   $ 980  $ 921  \nInterest on lease liabilities   501   429   386"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8becce-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 68, "chroma:document": "Interest on lease liabilities   501   429   386        \nTotal finance lease cost  $ 1,853   $ 1,409   $ 1,307           \n  \nSupplemental cash flow information related to leases was as follows:  \n  \n(In millions)      \n        \nYear Ended June  30, 2023  2022  2021  \n        \nCash paid for amounts included in the measurement of lease liabilities:        \nOperating cash flows from operating leases  $  2,706   $  2,368   $  2,052   \nOperating cash flows from finance leases   501   429   386  \nFinancing cash flows from finance leases   1,056    896   648  \n        \nRight -of-use assets obtained in exchange for lease obligations:        \nOperating leases   3,514    5,268    4,380   \nFinance leases   3,128    4,234    3,290"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bed28-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 69, "chroma:document": "69 Supplemental balance sheet information related to leases was as follows:  \n  \n(In millions, except lease term and discount rate)        \n      \nJune  30, 2023  2022  \n      \nOperating Leases      \n      \nOperating lease right -of-use assets  $  \u200714,346   $  \u200713,148         \nOther current liabilities  $ 2,409   $ 2,228   \nOperating lease liabilities   12,728    11,489       \nTotal operating lease liabilities  $ 15,137   $ 13,717         \n      \nFinance Leases      \n      \nProperty and equipment, at cost  $ 20,538   $ 17,388   \nAccumulated depreciation   (4,647 )  (3,285 )     \nProperty and equipment, net  $ 15,891   $ 14,103         \nOther current liabilities  $ 1,197   $ 1,060   \nOther long -term liabilities   15,870    13,842       \nTotal finance lease liabilities  $ 17,067   $ 14,902         \n      \nWeighted Average Remaining Lease Term      \n      \nOperating leases   8 years    8 years   \nFinance leases   11 years    12 years   \n      \nWeighted Average Discount Rate      \n      \nOperating leases   2.9%    2.1%   \nFinance leases   3.4%    3.1%     \n  \nThe following table outlines maturities of our lease liabilities as of June  30, 2023:  \n  \n(In millions)        \n      \nYear Ending June  30, Operating  \nLeases  Finance  \nLeases  \n      \n2024  $ 2,784   $ 1,747   \n2025   2,508    2,087   \n2026   2,142    1,771   \n2027   1,757    1,780   \n2028   1,582    1,787   \nThereafter   6,327    11,462       \nTotal lease payments   17,100    20,634   \nLess imputed interest   (1,963 )  (3,567 )"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bed82-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 69, "chroma:document": "Total  $  \u2007\u200915,137   $  \u2007\u200917,067         \nAs of June  30, 2023, we have additional operating and finance leases, primarily for datacenters, that have not yet \ncommenced of $7.7  billion and $34.4  billion, respectively. These operating and finance leases will commence between fiscal \nyear 2024 and fisc al year 2030 with lease terms of 1 year to 18 years.  \nNOTE 15 \u2014 CONTINGENCIES  \nU.S. Cell Phone Litigation  \nMicrosoft Mobile Oy, a subsidiary of Microsoft, along with other handset manufacturers and network operators, is a \ndefendant in 46 lawsuits, including 45 lawsuits filed in the Superior Court for the District of Columbia by individual plaint iffs \nwho allege that radio emissions from cellular handsets caused their brain tumors and other adverse health effects. We \nassumed responsibility for these claims in our agreement to acquire Nokia\u2019s Devices and Services business and have been \nsubstituted for the Nokia def endants. Nine of these cases were filed in 2002 and are consolidated for certain pre -trial \nproceedings; the remaining cases are stayed. In a separate 2009 decision, the Court of Appeals for the District of Columbia"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bedd2-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 70, "chroma:document": "70 held that adverse health effect claims ar ising from the use of cellular handsets that operate within the U.S. Federal \nCommunications Commission radio frequency emission guidelines (\u201cFCC Guidelines\u201d) are pre -empted by federal law. The \nplaintiffs allege that their handsets either operated outside t he FCC Guidelines or were manufactured before the FCC \nGuidelines went into effect. The lawsuits also allege an industry -wide conspiracy to manipulate the science and testing \naround emission guidelines.  \nIn 2013, the defendants in the consolidated cases mov ed to exclude the plaintiffs\u2019 expert evidence of general causation on \nthe basis of flawed scientific methodologies. In 2014, the trial court granted in part and denied in part the defendants\u2019 mot ion \nto exclude the plaintiffs\u2019 general causation experts. The  defendants filed an interlocutory appeal to the District of Columbia \nCourt of Appeals challenging the standard for evaluating expert scientific evidence. In October 2016, the Court of Appeals \nissued its decision adopting the standard advocated by the defe ndants and remanding the cases to the trial court for further \nproceedings under that standard. The plaintiffs have filed supplemental expert evidence, portions of which were stricken by \nthe court. A hearing on general causation took place in September of 2 022. In April of 2023, the court granted defendants\u2019 \nmotion to strike the testimony of plaintiffs\u2019 experts that cell phones cause brain cancer and entered an order excluding all of \nplaintiffs\u2019 experts from testifying.  \nIrish Data Protection Commission Matt er  \nIn 2018, the Irish Data Protection Commission (\u201cIDPC\u201d) began investigating a complaint against LinkedIn as to whether \nLinkedIn\u2019s targeted advertising practices violated the recently implemented European Union General Data Protection \nRegulation (\u201cGDPR\u201d) . Microsoft cooperated throughout the period of inquiry. In April 2023, the IDPC provided LinkedIn with \na non -public preliminary draft decision alleging GDPR violations and proposing a fine. Microsoft intends to challenge the \npreliminary draft decision. Th ere is no set timeline for the IDPC to issue a final decision.  \nOther Contingencies  \nWe also are subject to a variety of other claims and suits that arise from time to time in the ordinary course of our busines s. \nAlthough management currently believes that  resolving claims against us, individually or in aggregate, will not have a"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bee2c-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 70, "chroma:document": "material adverse impact in our consolidated financial statements, these matters are subject to inherent uncertainties and \nmanagement\u2019s view of these matters may change in the futur e.  \nAs of June  30, 2023, we accrued aggregate legal liabilities of $617  million. While we intend to defend these matters \nvigorously, adverse outcomes that we estimate could reach approximately $600  million in aggregate beyond recorded \namounts are reasonabl y possible. Were unfavorable final outcomes to occur, there exists the possibility of a material \nadverse impact in our consolidated financial statements for the period in which the effects become reasonably estimable.  \nNOTE 16  \u2014 STOCKHOLDERS\u2019 EQUITY  \nShare s Outstanding  \nShares of common stock outstanding were as follows:  \n  \n(In millions)          \n        \nYear Ended June  30, 2023  2022  2021  \n        \nBalance, beginning of year   7,464    7,519    7,571   \nIssued   37   40   49  \nRepurchased   (69)  (95)  (101)       \nBalance, end of year    7,432     7,464     7,519           \nShare Repurchases  \nOn September  18, 2019, our Board of Directors approved a share repurchase program authorizing up to $40.0  billion in \nshare repurchases. This share repurchase program commenced in February 2020 and was completed in November 2021."}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bee86-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 71, "chroma:document": "71 On September  14, 2021, our Board of Directors approved a share repurchase program authorizing up to $60.0  billion in \nshare repurchases. This share repurchase program commenced in November 2021, following completion of the program \napproved on September  18, 2019, has no expiration date, and may be terminated at any time. As of June  30, 2023, \n$22.3  billion remained of this $60.0  billion share repurchase program.  \nWe repurchased the following shares of common stock under the share repurchase programs:  \n  \n(In mi llions)  Shares  Amount  Shares  Amount  Shares  Amount    \n        \nYear Ended June  30, 2023  2022  2021  \n              \nFirst Quarter   17  $ 4,600    21  $ 6,200    25  $ 5,270   \nSecond Quarter   20   4,600    20   6,233    27   5,750   \nThird Quarter   18   4,600    26   7,800    25   5,750   \nFourth Quarter   14   4,600    28   7,800    24   6,200               \nTotal    69  $  18,400     95  $  28,033     101  $  22,970                 \n  \nAll repurchases were made using cash resources. Shares repurchased during fiscal year 2023 and the fourth and third \nquarters of fiscal year 2022 were under the share repurchase program approved on September  14, 2021. Shares \nrepurchased during the second qu arter of fiscal year 2022 were under the share repurchase programs approved on both \nSeptember  14, 2021 and September  18, 2019. All other shares repurchased were under the share repurchase program \napproved on September  18, 2019. The above table excludes sha res repurchased to settle employee tax withholding related"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8beed6-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 71, "chroma:document": "to the vesting of stock awards of $3.8  billion, $4.7  billion, and $4.4  billion for fiscal years 2023, 2022, and 2021, respectively.  \nDividends  \nOur Board of Directors declared the following dividen ds:  \n  \nDeclaration Date  Record Date  Payment  Date  Dividend  \nPer Share  Amount    \n          \nFiscal Year 2023        (In millions)  \n          \nSeptember  20, 2022  November  17, 2022  December  8, 2022  $ 0.68  $ 5,066   \nNovember  29, 2022  February  16, 2023  March  9, 2023   0.68   5,059   \nMarch  14, 2023  May 18, 2023  June  8, 2023   0.68   5,054   \nJune  13, 2023  August  17, 2023  September  14, 2023   0.68   5,054   \n  \nTotal      $ 2.72  $ 20,233   \n          \n          \nFiscal Year 2022          \n          \nSeptember  14, 2021  November  18, 2021  December  9, 2021  $ 0.62  $ 4,652   \nDecember  7, 2021  February  17, 2022  March  10, 2022   0.62   4,645   \nMarch  14, 2022  May 19, 2022  June  9, 2022   0.62   4,632   \nJune  14, 2022  August  18, 2022  September  8, 2022   0.62   4,621   \n  \n          \nTotal      $  2.48  $   18,550   \n          \nThe dividend declared on June  13, 2023 was included in other current liabilities as of June  30, 2023."}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bef3a-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 72, "chroma:document": "72 NOTE 17 \u2014 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)  \nThe following table summarizes the changes in accumulated other comprehensive income (loss) by component:  \n  \n(In millions)      \n        \nYear Ended June  30, 2023  2022  2021  \n        \nDerivatives        \n        \nBalance, beginning of period  $ (13) $ (19) $ (38) \nUnrealized gains (losses), net of tax of $9, $(15), and $9        34   (57)    34  \nReclassification adjustments for (gains) losses included in other income \n(expense), net   (61)    79   (17) \nTax expense (benefit) included in provision for income taxes   13   (16)  2        \nAmounts reclassified from accumulated other comprehensive income \n(loss)   (48)  63   (15)       \nNet change related to derivatives, net of tax of $(4), $1, and $7   (14)  6   19        \nBalance, end of period  $ (27) $ (13) $ (19)       \n        \nInvestments        \n        \nBalance, beginning of period  $ (2,138 ) $ 3,222   $ 5,478   \nUnrealized losses, net of tax of $(393) , $(1,440), and $(589)   (1,523 )  (5,405 )  (2,216 ) \nReclassification adjustments for (gains) losses included in other income \n(expense), net   99   57   (63) \nTax expense (benefit) included in provision for income taxes   (20)  (12)  13        \nAmounts reclassified from accumulated other comprehensive income \n(loss)   79   45   (50)       \nNet change related to investments, net of tax of $(373) , $(1,428), and \n$(602)   (1,444 )  (5,360 )  (2,266 ) \nCumulative effect of accounting changes   0   0   10        \nBalance, end of period  $ (3,582 ) $ (2,138 ) $ 3,222"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bef8a-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 72, "chroma:document": "Translation Adjustments and Other        \n        \nBalance, beginning of period  $ (2,527 ) $ (1,381 ) $ (2,254 ) \nTranslation adjustments and other, net of tax of $0, $0, and $(9)   (207)  (1,146 )  873        \nBalance, end of period  $ (2,734 ) $ (2,527 ) $ (1,381 )       \nAccumulated other comprehensive income (loss), end of period  $ (6,343 ) $ (4,678 ) $ 1,822           \nNOTE 18 \u2014 EMPLOYEE STOCK AND SAVINGS PLANS  \nWe grant stock -based compensation to employees and directors. Awards that expire or are canceled without delivery of \nshares generally become available for issuance under the plans. We issue new shares of Microsoft common stock to satisfy \nvesting of awards granted under our stock plans. We also have an ESPP for all eligible employees.  \nStock -based compensation expense and related income tax benefits were as follows:  \n  \n(In millions)          \n        \nYear Ended June  30, 2023  2022  2021  \n        \nStock -based compensation expense  $  9,611   $  7,502   $  6,118   \nIncome tax benefits related to stock -based compensation   1,651    1,293    1,065     \n  \nStock Plans  \nStock awards entitle the holder to receive shares of Microsoft common stock as the award vests. Stock awards generally \nvest over a service period of four years or five years."}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8befe4-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 73, "chroma:document": "73 Executive Incentive Plan  \nUnder the Executive Incentive Plan, the Compensation C ommittee approves stock awards to executive officers and certain \nsenior executives. RSUs generally vest ratably over a service period of four years. PSUs generally vest over a performance \nperiod of three years. The number of shares the PSU holder receives is based on the extent to which the corresponding \nperformance goals have been achieved.  \nActivity for All Stock Plans  \nThe fair value of stock awards was estimated on the date of grant using the following assumptions:  \n  \n        \nYear ended June  30, 2023  2022  2021  \n        \nDividends per share (quarterly amounts)  $  0.62\u2009 \u2013\u2009\u20090.68   $  0.56\u2009 \u2013\u2009\u20090.62   $  0.51\u2009 \u2013\u2009\u20090.56   \nInterest rates   2.0%\u2009 \u2013\u20095.4%    0.03%\u2009 \u2013\u20093.6%    0.01%\u2009 \u2013\u20091.5%     \nDuring fiscal year 2023, the following activity occurred under our stock plans:  \n  \nShares  Weighted  Average  \nGrant -Date  Fair Value    \n    \n(In millions)    \n  \nStock Awards  \n      \nNonvested balance, beginning of year     93  $ 227.59   \nGranted (a)  56   252.59   \nVested   (44)  206.90   \nForfeited   (9)  239.93       \nNonvested balance, end of year   96  $      250.37         \n(a) Includes 1  million, 1  million, and 2  million of PSUs granted at target and performance adjustments above target levels \nfor fiscal years 2023, 2022, and 2021, respectively.   \nAs of June  30, 2023, total unrecognized compensation costs related to stock awards were $18.6  billion. These costs are \nexpected to be recognized over a weighted average period of three years. The weighted average grant -date fair value of"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bf03e-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 73, "chroma:document": "stock awards grant ed was $252.59, $291.22, and $221.13 for fiscal years 2023, 2022, and 2021, respectively. The fair value \nof stock awards vested was $11.9  billion, $14.1  billion, and $13.4  billion, for fiscal years 2023, 2022, and 2021, respectively. \nAs of June  30, 2023, a n aggregate of 164  million shares were authorized for future grant under our stock plans.  \nEmployee Stock Purchase Plan  \nWe have an ESPP for all eligible employees. Shares of our common stock may be purchased by employees at three -month \nintervals at 90% of  the fair market value on the last trading day of each three -month period. Employees may purchase \nshares having a value not exceeding 15% of their gross compensation during an offering period.  \n  \nEmployees purchased the following shares during the periods presented:  \n  \n(Shares in millions)          \n        \nYear Ended June  30, 2023  2022  2021  \n        \nShares purchased   7   7   8  \nAverage price per share  $  245.59   $  259.55   $  207.88     \nAs of June  30, 2023, 74  million shares of our common stock were reserved for future issuance through the ESPP.  \nSavings Plans  \nWe have savings plans in the U.S. that qualify under Section  401(k) of the Internal Revenue Code, and a number of savings \nplans i n international locations. Eligible U.S. employees may contribute a portion of their salary into the savings plans,"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bf0c0-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 74, "chroma:document": "74 subject to certain limitations. We match a portion of each dollar a participant contributes into the plans. Employer -funded \nretirement benef its for all plans were $1.6  billion, $1.4  billion, and $1.2  billion in fiscal years 2023, 2022, and 2021, \nrespectively, and were expensed as contributed.  \nNOTE 19  \u2014 SEGMENT INFORMATION AND GEOGRAPHIC DATA  \nIn its operation of the business, management, incl uding our chief operating decision maker, who is also our Chief Executive \nOfficer, reviews certain financial information, including segmented internal profit and loss statements prepared on a basis \nnot consistent with GAAP. During the periods presented, we  reported our financial performance based on the following \nsegments: Productivity and Business Processes, Intelligent Cloud, and More Personal Computing.  \nWe have recast certain prior period amounts to conform to the way we internally manage and monitor ou r business.  \nOur reportable segments are described below.  \nProductivity and Business Processes  \nOur Productivity and Business Processes segment consists of products and services in our portfolio of productivity, \ncommunication, and information services, spa nning a variety of devices and platforms. This segment primarily comprises:  \n\u2022 Office Commercial (Office 365 subscriptions, the Office 365 portion of Microsoft 365 Commercial subscriptions, \nand Office licensed on -premises), comprising Office, Exchange, Sha rePoint, Microsoft Teams, Office 365 \nSecurity and Compliance, Microsoft Viva, and Microsoft 365 Copilot.  \n\u2022 Office Consumer, including Microsoft 365 Consumer subscriptions, Office licensed on -premises, and other \nOffice services.  \n\u2022 LinkedIn, including Tale nt Solutions, Marketing Solutions, Premium Subscriptions, and Sales Solutions.  \n\u2022 Dynamics business solutions, including Dynamics 365, comprising a set of intelligent, cloud -based applications \nacross ERP, CRM (including Customer Insights), Power Apps, and Power Automate; and on -premises ERP \nand CRM applications.  \nIntelligent Cloud  \nOur Intelligent Cloud segment consists of our public, private, and hybrid server products and cloud services that can power \nmodern business and developers. This segment primarily comprises:  \n\u2022 Server products and cloud services, including Azure and other c loud services; SQL Server, Windows Server,"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bf11a-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 74, "chroma:document": "Visual Studio, System Center, and related Client Access Licenses (\u201cCALs\u201d); and Nuance and GitHub.  \n  \n\u2022 Enterprise Services, including Enterprise Support Services, Industry Solutions (formerly Microsoft Consulting \nServices), and Nuance professional services.  \nMore Personal Computing  \nOur More Personal Computing segment consists of products and services that put customers at the center of the experience \nwith our technology. This segment primarily comprises:  \n\u2022 Window s, including Windows OEM licensing and other non -volume licensing of the Windows operating system; \nWindows Commercial, comprising volume licensing of the Windows operating system, Windows cloud services, \nand other Windows commercial offerings; patent licen sing; and Windows Internet of Things.  \n\u2022 Devices, including Surface, HoloLens, and PC accessories.  \n\u2022 Gaming, including Xbox hardware and Xbox content and services, comprising first - and third -party content \n(including games and in -game content), Xbox Game Pass and other subscriptions, Xbox Cloud Gaming, \nadvertising, third -party disc royalties, and other cloud services.  \n\u2022 Search and news advertising, comprising Bing (including Bing Chat), Microsoft News, Microsoft Edge, and \nthird-party affiliates."}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bf174-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 75, "chroma:document": "75 Revenue and costs are generally directly attributed to our segments. However, due to the integrated structure of our \nbusiness, certain revenue recognized and costs incurred by one segment may benefit other segments. Revenue from \ncertain contracts is allocated amon g the segments based on the relative value of the underlying products and services, \nwhich can include allocation based on actual prices charged, prices when sold separately, or estimated costs plus a profit \nmargin. Cost of revenue is allocated in certain c ases based on a relative revenue methodology. Operating expenses that \nare allocated primarily include those relating to marketing of products and services from which multiple segments benefit \nand are generally allocated based on relative gross margin.  \nIn addition, certain costs are incurred at a corporate level and allocated to our segments. These allocated costs generally \ninclude legal, including settlements and fines, information technology, human resources, finance, excise taxes, field selling , \nshared f acilities services, customer service and support, and severance incurred as part of a corporate program. Each \nallocation is measured differently based on the specific facts and circumstances of the costs being allocated and is generall y \nbased on relative g ross margin or relative headcount.  \nSegment revenue and operating income were as follows during the periods presented:  \n  \n(In millions)          \n        \nYear Ended June  30, 2023  2022  2021  \n        \nRevenue        \n        \nProductivity and Business Processes  $ 69,274   $ 63,364   $ 53,915   \nIntelligent Cloud   87,907    74,965    59,728   \nMore Personal Computing   54,734    59,941    54,445         \nTotal  $  211,915   $  198,270   $  168,088           \n  \nOperating Income  \n        \nProductivity and Business Processes  $ 34,189   $ 29,690   $ 24,351   \nIntelligent Cloud   37,884    33,203    26,471   \nMore Personal Computing   16,450    20,490    19,094         \nTotal  $ 88,523   $ 83,383   $ 69,916"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bf1d8-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 75, "chroma:document": "No sales to an individual customer or country other than the United States accounted for more than 10% of revenue for \nfiscal years 2023, 2022, or 2021. Revenue, classified by the major geographic areas in which our customers were located, \nwas as follows:  \n  \n(In millions)          \n        \nYear Ended June  30, 2023  2022  2021  \n        \nUnited States (a) $ 106,744   $ 100,218   $ 83,953   \nOther countries   105,171    98,052    84,135         \nTotal  $  211,915   $  198,270   $  168,088           \n(a) Includes billings to OEMs and certain multinational organizations because of the nature of these businesses and the \nimpracticability of determining the geographic source of the revenue.  \nRevenue, classified by significant product and service offerings, was  as follows:  \n  \n(In millions)          \n        \nYear Ended June  30, 2023  2022  2021  \n        \nServer products and cloud services  $ 79,970   $ 67,350   $ 52,589   \nOffice products and cloud services   48,728    44,862    39,872   \nWindows   21,507    24,732    22,488   \nGaming   15,466    16,230    15,370   \nLinkedIn   15,145    13,816    10,289   \nSearch and news advertising   12,208    11,591    9,267   \nEnterprise Services   7,722    7,407    6,943   \nDevices   5,521    7,306    7,143"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bf228-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 76, "chroma:document": "76 (In millions)        \nDynamics   5,437    4,687    3,754   \nOther   211   289   373        \nTotal  $  211,915   $  198,270   $  168,088           \nOur Microsoft Cloud revenue, which includes Azure and other cloud services, Office 365 Commercial, the commercial \nportion of LinkedIn, Dynamics 365, and other commercial cloud properties, was $111.6  billion, $91.4  billion, and $69.1  billion \nin fiscal years  2023, 2022, and 2021, respectively. These amounts are primarily included in Server products and cloud \nservices, Office products and cloud services, LinkedIn, and Dynamics in the table above.  \nAssets are not allocated to segments for internal reporting pre sentations. A portion of amortization and depreciation is \nincluded with various other costs in an overhead allocation to each segment. It is impracticable for us to separately identif y \nthe amount of amortization and depreciation by segment that is included  in the measure of segment profit or loss.  \nLong -lived assets, excluding financial instruments and tax assets, classified by the location of the controlling statutory \ncompany and with countries over 10% of the total shown separately, were as follows:  \n  \n(In millions)          \n        \nJune  30, 2023  2022  2021  \n        \nUnited States  $ 114,380   $ 106,430   $ 76,153   \nIreland   16,359    15,505    13,303   \nOther countries   56,500    44,433    38,858         \nTotal  $   187,239   $   166,368   $   128,314"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bf282-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 77, "chroma:document": "77 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  \nTo the Stockholders and the Board of Directors of Microsoft Corporation  \nOpinion on the Financial Statements  \nWe have audited the accompanying consolidated balance sheets of Microsoft Corporation and subsidiaries (the \u201cCompany\u201d) \nas of June  30, 2023 and 2022, the related consolidated statements of income, comprehensive income, cash flows, and \nstockholders\u2019 equity, for each of the three years in the period ended June  30, 2023, and the related notes (collectively \nreferred to as the \u201cfinancial statements\u201d). In our opinion, the financial statements present fairly, in all material respects , the \nfinancial position of the Company as of June  30, 2023 and 2022, and the results of its operations and its cash flows for each \nof the three years in the period ended June  30, 2023, in conformity with accounting principles generally accepted in the \nUnited States of America.  \nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) \n(PCAOB), the Company\u2019s internal control over financial reporting as of June  30, 2023, based on criteria established in \nInternal Control \u2014 Integr ated Framework (2013)  issued by the Committee of Sponsoring Organizations of the Treadway \nCommission and our report dated July  27, 2023, expressed an unqualified opinion on the Company\u2019s internal control over \nfinancial reporting.  \nBasis for Opinion  \nThese financial statements are the responsibility of the Company\u2019s management. Our responsibility is to express an opinion \non the Company\u2019s financial statements based on our audits. We are a public accounting firm registered with the PCAOB \nand are required to be  independent with respect to the Company in accordance with the U.S. federal securities laws and \nthe applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.  \nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform \nthe audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether \ndue to error or fraud. Our audits included performing procedures to assess th e risks of material misstatement of the financial"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bf2dc-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 77, "chroma:document": "statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included \nexamining, on a test basis, evidence regarding the amounts and disclosures in the f inancial statements. Our audits also \nincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating \nthe overall presentation of the financial statements. We believe that our audits provide a reasonabl e basis for our opinion.  \nCritical Audit Matters  \nThe critical audit matters communicated below are matters arising from the current -period audit of the financial statements \nthat were communicated or required to be communicated to the audit committee and t hat (1)  relate to accounts or \ndisclosures that are material to the financial statements and (2)  involved our especially challenging, subjective, or complex \njudgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, \ntaken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the \ncritical audit matters or on the accounts or disclosures to which they relate.  \nRevenue Recognition \u2013 Refer to Not e 1 to the financial statements   \nCritical Audit Matter Description  \nThe Company recognizes revenue upon transfer of control of promised products or services to customers in an amount that \nreflects the consideration the Company expects to receive in exchange for those products or services. The Company offers \ncustomers the a bility to acquire multiple licenses of software products and services, including cloud -based services, in its \ncustomer agreements through its volume licensing programs.  \n  \nSignificant judgment is exercised by the Company in determining revenue recognition for these customer agreements, and \nincludes the following:  \n\u2022 Determination of whether products and services are considered distinct performance obligations that should be \naccounted for separately versus together, such as software licenses and related serv ices that are sold with cloud -based \nservices."}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bf336-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 78, "chroma:document": "78 \u2022 The pattern of delivery (i.e., timing of when revenue is recognized) for each distinct performance obligation.  \n\u2022 Identification and treatment of contract terms that may impact the timing and amount of reven ue recognized (e.g., \nvariable consideration, optional purchases, and free services).  \n\u2022 Determination of stand -alone selling prices for each distinct performance obligation and for products and services that \nare not sold separately.  \nGiven these factors an d due to the volume of transactions, the related audit effort in evaluating management\u2019s judgments \nin determining revenue recognition for these customer agreements was extensive and required a high degree of auditor \njudgment.  \nHow the Critical Audit Matter  Was Addressed in the Audit  \nOur principal audit procedures related to the Company\u2019s revenue recognition for these customer agreements included the \nfollowing:  \n\u2022 We tested the effectiveness of controls related to the identification of distinct performance obligations, the determination \nof the timing of revenue recognition, and the estimation of variable consideration.  \n\u2022 We evaluated management\u2019s significant accoun ting policies related to these customer agreements for reasonableness.  \n\u2022 We selected a sample of customer agreements and performed the following procedures:  \n- Obtained and read contract source documents for each selection, including master agreements, an d other documents \nthat were part of the agreement.  \n- Tested management\u2019s identification and treatment of contract terms.  \n- Assessed the terms in the customer agreement and evaluated the appropriateness of management\u2019s application of \ntheir accounting poli cies, along with their use of estimates, in the determination of revenue recognition conclusions.  \n\u2022 We evaluated the reasonableness of management\u2019s estimate of stand -alone selling prices for products and services \nthat are not sold separately.  \n\u2022 We tested  the mathematical accuracy of management\u2019s calculations of revenue and the associated timing of revenue \nrecognized in the financial statements.  \nIncome Taxes \u2013 Uncertain Tax Positions \u2013 Refer to Note 12 to the financial statements   \nCritical Audit Matter De scription  \nThe Company\u2019s long -term income taxes liability includes uncertain tax positions related to transfer pricing issues that remain \nunresolved with the Internal Revenue Service (\u201cIRS\u201d). The Company remains under IRS audit, or subject to IRS audit, fo r \ntax years subsequent to 2003. While the Company has settled a portion of the IRS audits, resolution of the remaining"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bf390-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 78, "chroma:document": "matters could have a material impact on the Company\u2019s financial statements.  \nConclusions on recognizing and measuring uncertain tax posit ions involve significant estimates and management judgment \nand include complex considerations of the Internal Revenue Code, related regulations, tax case laws, and prior -year audit \nsettlements. Given the complexity and the subjective nature of the transfer  pricing issues that remain unresolved with the \nIRS, evaluating management\u2019s estimates relating to their determination of uncertain tax positions required extensive audit \neffort and a high degree of auditor judgment, including involvement of our tax specia lists.  \n  \nHow the Critical Audit Matter Was Addressed in the Audit  \nOur principal audit procedures to evaluate management\u2019s estimates of uncertain tax positions related to unresolved transfer \npricing issues included the following:  \n\u2022 We evaluated the appro priateness and consistency of management\u2019s methods and assumptions used in the \nidentification, recognition, measurement, and disclosure of uncertain tax positions, which included testing the \neffectiveness of the related internal controls.  \n\u2022 We read and evaluated management\u2019s documentation, including relevant accounting policies and information obtained \nby management from outside tax specialists, that detailed the basis of the uncertain tax positions."}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bf3fe-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 79, "chroma:document": "79 \u2022 We tested the reasonableness of managem ent\u2019s judgments regarding the future resolution of the uncertain tax \npositions, including an evaluation of the technical merits of the uncertain tax positions.  \n\u2022 For those uncertain tax positions that had not been effectively settled, we evaluated whether  management had \nappropriately considered new information that could significantly change the recognition, measurement or disclosure of \nthe uncertain tax positions.  \n\u2022 We evaluated the reasonableness of management\u2019s estimates by considering how tax law, including statutes, \nregulations and case law, impacted management\u2019s judgments.  \n/S/ DELOITTE  & T OUCHE  LLP  \nSeattle, Washington  \nJuly 27, 2023  \nWe have served as the Compa ny\u2019s auditor since 1983."}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bf458-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 80, "chroma:document": "80 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND \nFINANCIAL DISCLOSURE  \nNot applicable.  \nCONTROLS AND PROCEDURES  \nUnder the supervision and with the participation of our management, including the Chief Executive Of ficer and Chief \nFinancial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange \nAct Rule 13a -15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Of ficer \nand Chief Financial Officer have concluded that these disclosure controls and procedures are effective.  \nREPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING  \nOur management is responsible for establishing and maintaining adequate intern al control over financial reporting for the \nCompany. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of \nour financial reporting for external purposes in accordance with accounting principles generally accepted in the United \nStates of America. Internal control over financial reporting includes maintaining records that in reasonable detail accuratel y \nand fairly reflect our transactions; providing reasonable assurance that transactions are record ed as necessary for \npreparation of our consolidated financial statements; providing reasonable assurance that receipts and expenditures of \ncompany assets are made in accordance with management authorization; and providing reasonable assurance that \nunauthor ized acquisition, use, or disposition of company assets that could have a material effect on our consolidated \nfinancial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control \nover financial report ing is not intended to provide absolute assurance that a misstatement of our consolidated financial \nstatements would be prevented or detected.  \nManagement conducted an evaluation of the effectiveness of our internal control over financial reporting based o n the \nframework in Internal Control \u2013 Integrated Framework (2013)  issued by the Committee of Sponsoring Organizations of the \nTreadway Commission. Based on this evaluation, management concluded that the Company\u2019s internal control over financial \nreporting wa s effective as of June  30, 2023. There were no changes in our internal control over financial reporting during \nthe quarter ended June  30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal \ncontrol over financial  reporting. Deloitte  & Touche LLP has audited our internal control over financial reporting as of June  30,"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bf4b2-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 80, "chroma:document": "2023; their report follows."}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bf502-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 81, "chroma:document": "81 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  \nTo the Stockholders and the Board of Directors of Microsoft Corporation  \nOpinion on Internal Control over Financial Reporting  \nWe have audited the internal control over financial reporting of Microsoft Corporation and subsidiaries (the \u201cCompany\u201d) as \nof Jun e 30, 2023, based on criteria established in Internal Control \u2014 Integrated Framework (2013)  issued by the Committee \nof Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material \nrespects, effective i nternal control over financial reporting as of June  30, 2023, based on criteria established in Internal \nControl \u2014 Integrated Framework (2013)  issued by COSO.  \nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) \n(PCAOB), the consolidated financial statements as of and for the year ended June  30, 2023, of the Company and our report \ndated July  27, 2023, expressed an unqualified opinion on those financial statements.  \nBasis for Opinion  \nThe Company\u2019s management is responsible for maintaining effective internal control over financial reporting and for its \nassessment of the effectiveness of internal co ntrol over financial reporting, included in the accompanying Report of \nManagement on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company\u2019s \ninternal control over financial reporting based on our audit. We ar e a public accounting firm registered with the PCAOB and \nare required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the \napplicable rules and regulations of the Securities and Exchange Commission and t he PCAOB.  \nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform \nthe audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in \nall material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing \nthe risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control \nbased on  the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We \nbelieve that our audit provides a reasonable basis for our opinion."}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bf55c-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 81, "chroma:document": "believe that our audit provides a reasonable basis for our opinion.  \nDefinition and Limitations of Internal Control over Financial Reporting  \nA com pany\u2019s internal control over financial reporting is a process designed to provide reasonable assurance regarding the \nreliability of financial reporting and the preparation of financial statements for external purposes in accordance with gener ally \naccepted accounting principles. A company\u2019s internal control over financial reporting includes those policies and procedures \nthat (1)  pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and \ndispositions o f the assets of the company; (2)  provide reasonable assurance that transactions are recorded as necessary \nto permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts \nand expenditures of the c ompany are being made only in accordance with authorizations of management and directors of \nthe company; and (3)  provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, \nuse, or disposition of the company\u2019s assets that could have a material effect on the financial statements.  \nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,  \nprojections of any evaluation of effectiveness to future periods a re subject to the risk that controls may become inadequate \nbecause of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  \n  \n/S/ DELOITTE  & TOUCHE  LLP   \n    \nSeattle, Washington    \nJuly 27, 2023"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bf5b6-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 82, "chroma:document": "82 DIRECTORS AND EXECUTIVE OFFICERS OF MICROSOFT CORPORATION  \n  \nDIRECTORS  \n  \nSatya Nadella  \nChairman and Chief Executive Officer,  \nMicrosoft Corporation   Sandra E. Peterson 2,3 \nLead Independent Director,  \nMicrosoft Corporation  John W. Stanton 1,4 \nFounder and Chairman, Trilogy \nPartnerships  \n      \nReid G. Hoffman 4 \nPartner, Greylock Partners  Penny S. Pritzker 4 \nFounder and Chairman, PSP Partners, \nLLC John W. Thompson 3,4 \nPartner, Lightspeed Venture Partners  \n      \nHugh F. Johnston 1 \nVice Chairman and Executive  Vice \nPresident and Chief Financial Officer, \nPepsiCo, Inc.  Carlos A. Rodriguez 1,2 \nExecutive Chair, ADP, Inc.  Emma N. Walmsley 2,4 \nChief Executive Officer, GSK plc  \n      \nTeri L. List 1,3 \nFormer Executive Vice President and \nChief Financial Officer, The Ga p, Inc.  Charles W. Scharf 2,3 \nChief Executive Officer and President, \nWells Fargo  & Company  Padmasree Warrior 2 \nFounder, President and Chief Executive \nOfficer, Fable Group, Inc.  \nBoard Committees  \n1. Audit Committee  \n2. Compensation Committee  \n3. Governance and Nominating Committee  \n4. Environmental, Social, and Public Policy Committee  \nEXECUTIVE OFFICERS  \n  \nSatya  Nadella  \nChairman and Chief Executive Officer  Amy E. Hood  \nExecutive Vice President and Chief Financial \nOfficer  \n    \nJudson B. Althoff  \nExecutive Vice President and Chief Commercial Officer  Bradford L. Smith  \nVice Chair and President  \n    \nChristopher C. Capossela  \nExecutive Vice President and Chief Marketing Officer  Christopher D. Young  \nExecutive Vice President, Business Development, \nStrategy, and Ventures  \n    \nKathleen T. Hogan  \nExecutive Vice President and Chief Human Resources Officer"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bf610-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 83, "chroma:document": "83 INVESTOR RELATIONS  \n Investor Relations  \nYou can contact Microsoft Investor Relations by calling \ntoll-free at (800) 285 -7772 or outside the United States, \ncall (425) 706 -4400. We can be contacted between the \nhours of 9:00 a.m. to 5:00 p.m. Pacific Time to answer \ninvestment -oriented questions abou t Microsoft.  \nFor access to additional financial information, visit the \nInvestor Relations website online at:  \nwww.microsoft.com/investor  \nOur e -mail is msft@microsoft.com  \nOur mailing address is:  \nInvestor Relations  \nMicrosoft Corporation  \nOne Microsoft Way  \nRedmond, Washington 98052 -6399  \nAttending the Annual Meeting  \nThe 2023 Annual Shareholders Meeting will be held \nas a virtual -only meeting . Any shareholder can join the \nAnnual Meeting, while shareholders of record as of \nSeptember  29 2023, will be able to vote and submit \nquestions during the meeting.  \nDate: Thursday, December  7, 2023  \nTime: 8:30 a.m. Pacific Time  \nVirtual Shareholder Meeting:   \nwww.virtualshareholdermeeting.com/MSFT23  \nSubmit Your Question  \nWe invite you to submit any questions via the proxy voting \nsite at www.proxyvote.com . We will include as many of \nyour questions as possible during the Q&A session of the \nmeeting and will pro vide answers to questions on the \nMicrosoft Investor Relations website under the Annual \nMeeting page.  \nRegistered Shareholder Services  \nComputershare, our transfer agent, can help you with a \nvariety of shareholder related services including:  \n\u2022 Change of ad dress  \n\u2022 Lost stock certificates  \n\u2022 Transfer of stock to another person  \n\u2022 Additional administrative services  \n  \nComputershare also administers a direct stock purchase \nplan and a dividend reinvestment program for the \ncompany.  Contact Computershare directly to find out more about \nthese services and programs at 800 -285-7772, option 1, \nor visit online at:  \nhttps://www.computershare.com/Microsoft   \nYou can e -mail the transfer agent at:  \nweb.queries@computershare.com"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bf66a-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/msft-10-k-2023.pdf", "page": 83, "chroma:document": "web.queries@computershare.com  \nYou can also se nd mail to the transfer agent at:  \nComputershare  \nP.O. Box 505000  \nLouisville, KY 40233 -5000  \nShareholders can sign up for electronic alerts to access \nthe annual report and proxy statement online. The service \ngets you the information you need faster and al so gives \nyou the power and convenience of online proxy voting. To \nsign up for this free service, visit the Annual Report site \non the Investor Relations website at: \nhttp://www.microsoft.com/investor/AnnualReports/default\n.aspx   \nEnvironmental, Social, and Gov ernance (ESG)/Corporate \nSocial Responsibility  \nMany of our shareholders are focused on environmental, \nsocial, and governance topics. To meet the expectations \nof our stakeholders and to and maintain their trust, we are \ncommitted to conducting our business i n ways that are \nprincipled, transparent, and accountable. Microsoft has \nmade a broad range of environmental and social \ncommitments to make a significant positive impact on \nimportant global issues. Microsoft\u2019s Board of Directors \nprovides insight, feedback, and oversight across a broad \nrange of environmental and social matters. In particular, \namong the responsibilities of the Board\u2019s Environmental, \nSocial, and Public Policy Committee is to review and \nprovide guidance to the Board and management about \nthe Comp any\u2019s policies and programs that relate to \ncorporate social responsibility.  \nFor more about Microsoft\u2019s CSR commitments and \nperformance, please visit:  \nwww.microsoft.com/transparency ."}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bf6ba-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 0, "chroma:document": "UNITED STATES\nSECURITIES AND EXCHANGE COMMISSION\nWASHINGTON, D.C. 20549\nFORM 10-K\nANNUAL REPORT\npursuant to Section 13  or 15 (d) of the\nSecurities Exchange Act of 1934\nFOR THE YEAR ENDED DECEMBER 31, 2023\n1-2360\n(Commission file number)\nINTERNATIONAL BUSINESS MACHINES CORPORATION\n(Exact name of registrant as specified in its charter)\nNew York  \n(State of Incorporation) 13-0871985\n(IRS Employer Identification Number)\nOne New Orchard Road\nArmonk , New York\n(Address of principal executive offices)10504  \n(Zip Code)\n914-499-1900\n(Registrant\u2019s telephone number)\nSecurities registered pursuant to Section 12(b) of the Act:\nTitle of each class Trading Symbol Name of each exchange on which registered\nCapital stock, par value $.20 per share IBM New York Stock Exchange\nNYSE Chicago\n1.125% Notes due 2024 IBM 24A New York Stock Exchange\n2.875% Notes due 2025 IBM 25A New York Stock Exchange\n0.950% Notes due 2025 IBM 25B New York Stock Exchange\n0.875% Notes due 2025 IBM 25C New York Stock Exchange\n0.300% Notes due 2026 IBM 26B New York Stock Exchange\n1.250% Notes due 2027 IBM 27B New York Stock Exchange\n3.375% Notes due 2027 IBM 27F New York Stock Exchange\n0.300% Notes due 2028 IBM 28B New York Stock Exchange\n1.750% Notes due 2028 IBM 28A New York Stock Exchange\n1.500% Notes due 2029 IBM 29 New York Stock Exchange\n0.875% Notes due 2030 IBM 30A New York Stock Exchange\n1.750% Notes due 2031 IBM 31 New York Stock Exchange\n3.625% Notes due 2031 IBM 31B New York Stock Exchange\n0.650% Notes due 2032 IBM 32A New York Stock Exchange\n1.250% Notes due 2034 IBM 34 New York Stock Exchange\n3.750% Notes due 2035 IBM 35 New York Stock Exchange"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bf714-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 0, "chroma:document": "4.875% Notes due 2038 IBM 38 New York Stock Exchange\n1.200% Notes due 2040 IBM 40 New York Stock Exchange\n4.000% Notes due 2043 IBM 43 New York Stock Exchange\n7.00% Debentures due 2025 IBM 25 New York Stock Exchange\n6.22% Debentures due 2027 IBM 27 New York Stock Exchange\n6.50% Debentures due 2028 IBM 28 New York Stock Exchange\n5.875% Debentures due 2032 IBM 32D New York Stock Exchange\n7.00% Debentures due 2045 IBM 45 New York Stock Exchange\n7.125% Debentures due 2096 IBM 96 New York Stock Exchange\nSecurities registered pursuant to Section 12(g) of the Act: None.\nIndicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes \u2612  N o  \u2610\nI n d i c a t e  b y  c h e c k  m a r k  i f  t h e  r e g i s t r a n t  i s  n o t  r e q u i r e d  t o  f i l e  r e p o r t s  p u r s u a n t  t o  S e c t i o n  1 3  o r  S e c t i o n  1 5 ( d )  o f  t h e  A c t .  Y e s  \u2610 No \u2612\nIndicate 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 \nmonths (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 \u2612  N o  \u2610\nIndicate 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"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bf7aa-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 0, "chroma:document": "(\u00a7232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes \u2612  N o  \u2610\nIndicate 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 \ncompany. See the definitions of \u201clarge accelerated filer,\u201d \u201caccelerated filer,\u201d \u201csmaller reporting company\u201d and \u201cemerging growth company\u201d in Rule 12b-2 of the Exchange Act.\nLarge accelerated filer  \u2612 Accelerated filer \u2610\nNon-accelerated filer \u2610 Smaller reporting company \u2610 \nEmerging growth company \u2610\nIf 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 \na c c o u n t i n g  s t a n d a r d s  p r o v i d e d  p u r s u a n t  t o  S e c t i o n  1 3 ( a )  o f  t h e  E x c h a n g e  A c t .  \u2610\nI n d i c a t e  b y  c h e c k  m a r k  w h e t h e r  t h e  r e g i s t r a n t  h a s  \ufb01 l e d  a  r e p o r t  o n  a n d  a t t e s t a t i o n  t o  i t s  m a n a g e m e n t \u2019 s  a s s e s s m e n t  o f  t h e  e \ufb00 e c t i v e n e s s  o f  i t s  i n t e r n a l  c o n t r o l  o v e r  \ufb01 n a n c i a l  \nreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting \ufb01rm that prepared or issued its audit report. \u2612"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bf804-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 0, "chroma:document": "If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements  of the registrant included in the filing reflect the \ncorrection of an error to previously issued  financial statements. \u2610\nIndicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the \nregistrant\u2019s executive officers during the relevant recovery period pursuant to \u00a7240.10D-1(b). \u2610\nIndicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes \u2610 N o  \u2612\nThe aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the registrant\u2019s most recently completed second fiscal quarter \nwas $121.9 billion .\nThe registrant had 916,744,848  shares of common stock outstanding at  February 9, 2024 .\nDocuments incorporated by reference:\nPortions of IBM\u2019s Annual Report to Stockholders for the year ended  December 31, 2023  are incorporated by reference into Parts I, II and IV of this Form 10-K.\nPortions of IBM\u2019s definitive Proxy Statement to be filed with the Securities and Exchange Commission and delivered to stockholders in connection with the Annual Meeting of \nStockholders to be held April 30, 2024  are incorporated by reference into Part III of this Form 10-K."}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bf85e-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 1, "chroma:document": "Table of Contents\nPART I 1\nItem 1. Business 1\nItem 1A. Risk Factors 3\nItem 1B. Unresolved Staff Comments 9\nItem 1C. Cybersecurity 9\nItem 2. Properties 11\nItem 3. Legal Proceedings 11\nItem 4. Mine Safety Disclosures 11\nPART II 12\nItem 5. Market for Registrant\u2019s Common Equity, Related Stockholder Matters and Issuer \nPurchases of Equity Securities12\nItem 6. [Reserved] 12\nItem 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations 12\nItem 7A. Quantitative and Qualitative Disclosures About Market Risk 12\nItem 8. Financial Statements and Supplementary Data 12\nItem 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 12\nItem 9A. Controls and Procedures 12\nItem 9B. Other Information 13\nItem 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 13\nPART III 14\nItem 10. Directors, Executive Officers and Corporate Governance 14\nItem 11. Executive Compensation 14\nItem 12. Security Ownership of Certain Beneficial Owners and Management and Related \nStockholder Matters14\nItem 13. Certain Relationships and Related Transactions, and Director Independence 16\nItem 14. Principal Accounting Fees and Services 16\nPART IV 17\nItem 15. Exhibits, Financial Statement Schedules 17\nItem 16. Form 10-K Summary 23\nSIGNATURES\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL \nSTATEMENT SCHEDULE\nSCHEDULE II S-1\ni"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bf8b8-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
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{"source": "dataset/IBM-10-k-2023.pdf", "page": 2, "chroma:document": "PART I\nItem 1. Business:\nInternational Business Machines Corporation (IBM or the company) was incorporated in the State of New York on \nJune 16, 1911, as the Computing-Tabulating-Recording Co. (C-T-R), a consolidation of the Computing Scale Co. of \nAmerica, the Tabulating Machine Co. and The International Time Recording Co. of New York. Since that time, IBM has \nfocused on the intersection of business insight and technological innovation, and its operations and aims have been \ninternational in nature. This was signaled 100 years ago, in 1924, when C-T-R changed its name to International Business \nMachines Corporation. And it continues today\u2014we create sustained value for clients by helping them leverage the power \nof hybrid cloud and artificial intelligence (AI). Our hybrid cloud platform and AI technology support clients\u2019 digital \ntransformations and helps them reimagine critical workflows, at scale, and modernize applications to increase agility, drive \ninnovation and create operational efficiencies. Our offerings draw from leading IBM capabilities in software, consulting \nservices capability to deliver business outcomes, and deep incumbency in mission-critical infrastructure, all bolstered by \none of the world\u2019s leading research organizations.\nThe following information is included in IBM\u2019s 2023  Annual Report to Stockholders and is incorporated by reference:\nIBM Strategy \u2014pages 11 to 13.\nBusiness Segments and Capabilities\u2014pages 13 to 15.\nHuman Capital\u2014pages 15 to 16.  \nStrategic Partnerships\nWe proactively partner with a broad variety of companies including hyperscalers, service providers, global system \nintegrators, and software and hardware vendors. We work alongside our partners to deliver end-to-end solutions that \naddress our clients\u2019 complex business challenges while accelerating growth. Our strategic partners include: Adobe, \nAmazon Web Services (AWS) , Microsoft, Oracle, Salesforce, Samsung Electronics and SAP, among others. \nCompanies with which we have strategic partnerships in some areas may be competitors in other areas.\nCompetition\nIBM is a globally integrated enterprise that participates in a highly competitive environment. Our competitors vary by \nindustry segment, and range from large multinational enterprises to smaller, more narrowly focused entities. Across our \nbusiness segments, we recognize hundreds of competitors worldwide and as we execute our hybrid cloud and AI strategy, \nwe are regularly exposed to new competitors."}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bf908-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 2, "chroma:document": "we are regularly exposed to new competitors.\nOur principal methods of competition are: technology innovation; performance; price; quality; brand; our breadth of \ncapabilities, products and services; talent; client relationships and trust; the ability to deliver business value to clients; and \nservice and support. In order to maintain leadership, we optimize our portfolio with organic and inorganic innovations and \neffective resource allocation. These investments not only drive current performance but will extend our innovation \nleadership into the future. \nOur breadth and depth of expertise enables us to take different technologies and bring them together to solve the most \npressing business issues of our clients. We differentiate from other providers by bringing together incumbency with \nenterprises, deep expertise in technology, industries and business processes, a broad go-to-market reach including an \necosystem of partners and alliances, and a strong focus on innovation . All of these attributes position IBM for accelerated \ngrowth now and prepare us for the next set of business opportunities, such as quantum computing .\n1"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bf962-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
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{"source": "dataset/IBM-10-k-2023.pdf", "page": 3, "chroma:document": "Overall, the company is the leader or among the leaders in each of our business segments. A summary of the \ncompetitive environment for each business segment is included below:\nSoftware:\nThe depth, breadth, and innovation of our software offerings, coupled with our global reach, deep industry expertise \nand research capabilities help differentiate our offerings from our competitors. Our hybrid cloud and AI platforms  allow \nclients to realize their digital and AI transformations across the applications, data, and environments in which they operate. \nThe principal competitors in this segment include: Alphabet (Google), Amazon, BMC , Broadcom , Informatica, Microsoft,  \nOracle, Palo Alto Networks, Salesforce, SAP and Splunk. We also compete with smaller, niche competitors in specific \ngeographic regions or product segments.\nConsulting:\nConsulting focuses on integrating skills on strategy, experience, technology and operations by domain and industry. \nConsulting competes in a dynamic market including consulting, systems integration, application development, application \nmanagement and business process outsourcing services. Our broad-based competitors include: Accenture, Capgemini, \nIndia-based service providers, management consulting firms, the consulting practices of public accounting firms, \nengineering service providers, and many companies that primarily focus on local markets or niche service areas.\nInfrastructure:\nIBM is well positioned in the growing hybrid cloud infrastructure market , providing on-premises and cloud-based \nserver and storage solutions.  We gain advantage and differentiation through investments in higher-value capabilities, \nincluding security, scalability, and reliability, designed especially for mission-critical and regulated workloads. In addition, \nwe offer a portfolio of life-cycle services for hybrid cloud infrastructure  deployment. Our principal competitors include: \nDell Technologies, Hewlett-Packard Enterprise (HPE), Intel, NetApp and Pure Storage as well as original device \nmanufacturers (ODMs) who provide systems that are re-branded. Further, cloud service providers are leveraging \ninnovation in technology and service delivery to compete with traditional providers and to offer additional routes  to market \nfor server and storage systems. \nFinancing:\nFinancing provides client and commercial financing, facilitating IBM clients\u2019 acquisition of hardware, software and \nservices. Financing\u2019s ability to manage credit and residual value risk generates a competitive advantage for the company. \nThe key competitive factors include: interest rates charged, IT product experience, client service, contract flexibility, ease"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bf9bc-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 3, "chroma:document": "of doing business, global capabilities and residual values. In client and commercial financing, Financing primarily \ncompetes with non-captive financing entities and financial institutions.\nForward-looking and Cautionary Statements\nCertain statements contained in this Form 10-K may constitute \u201cforward-looking statements\u201d within the meaning of \nthe Private Securities Litigation Reform Act of 1995 (\u201cReform Act\u201d). Forward-looking statements are based on the \ncompany\u2019s current assumptions regarding future business and financial performance. These statements by their nature \naddress matters that are uncertain to different degrees. The company may also make forward-looking statements in other \nreports filed with the Securities and Exchange Commission (\u201cSEC\u201d), in materials delivered to stockholders and in press \nreleases. In addition, the company\u2019s representatives may from time to time make oral forward-looking statements. \nForward-looking statements provide current expectations of future events based on certain assumptions and include any \nstatement that does not directly relate to any historical or current fact. Words such as \u201canticipates,\u201d \u201cbelieves,\u201d \u201cexpects,\u201d \n\u201cestimates,\u201d \u201cintends,\u201d \u201cplans,\u201d \u201cprojects,\u201d and similar expressions, may identify such forward-looking statements. Any \nforward-looking statement in this Form 10-K speaks only as of the date on which it is made. Except as required by law, the \ncompany assumes no obligation to update or revise any forward-looking statements. In accordance with the Reform Act, \nset forth under Item 1A. \u201cRisk Factors\u201d on pages 3 to 9 are cautionary statements that accompany those forward-looking \nstatements. Readers should carefully review such cautionary statements as they identify certain  important factors that \ncould cause actual results to differ materially from those in the forward-looking statements and from historical trends. \nThose cautionary statements are not exclusive and are in addition to other factors discussed elsewhere in this Form 10-K, in \nthe company\u2019s filings with the SEC or in materials incorporated therein by reference.\n2"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bfa16-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 4, "chroma:document": "The following information is included in IBM\u2019s 2023  Annual Report to Stockholders and is incorporated herein by \nreference:\nSegment information and revenue by classes of similar products or services\u2014pages 66 to 70.\nFinancial information regarding environmental activities\u2014page 94.\nThe number of persons employed by the registrant\u2014page 15.\nThe management discussion overview\u2014pages 8 to 10.\nWebsite information and company reporting\u2014page 123.\nInformation About Our Executive Officers (at February 26, 2024 ):\nAge Officer since\nArvind Krishna, Chairman of the Board and Chief Executive Officer (1)61 2020\nMichelle H. Browdy, Senior Vice President, Legal and Regulatory Affairs, and General Counsel 59 2015\nGary D. Cohn, Vice Chairman 63 2021\nNicolas A. Fehring, Vice President and Controller 45 2023\nJames J. Kavanaugh, Senior Vice President and Chief Financial Officer, Finance and Operations 57 2008\nNickle J. LaMoreaux, Senior Vice President and Chief Human Resources Officer 44 2020\nRobert D. Thomas, Senior Vice President, Software and Chief Commercial Officer 49 2023\n(1) Member of the Board of Directors.\nAll executive officers are elected by the Board of Directors annually as provided in the Company\u2019s By-laws. Each \nexecutive officer named above, with the exception of Gary D. Cohn, has been an executive of IBM or its subsidiaries \nduring the past five years. Mr. Cohn previously served as Assistant to the President for Economic Policy and Director of \nthe National Economic Council from January 2017 until April 2018. Before serving in the White House, Mr. Cohn was \nPresident and Chief Operating Officer of The Goldman Sachs Group, Inc. from 2006-2016.\nItem 1A. Risk Factors:\nRisks Related to Our Business\nDownturn in Economic Environment and Client Spending Budgets Could Impact the Company\u2019s Business:  If overall \ndemand for IBM\u2019s products and solutions decreases, whether due to general economic conditions, or a shift in client \nbuying patterns, the company\u2019s revenue and profit could be impacted.\nFailure of Innovation Initiatives Could Impact the Long-Term Success of the Company: IBM has moved into areas,"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bfa98-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 4, "chroma:document": "including those that incorporate or utilize hybrid cloud, AI (including generative AI), quantum and other disruptive \ntechnologies, in which it can differentiate itself through responsible innovation, by leveraging its investments in R&D and \nattracting a successful developer ecosystem. If IBM is unable to continue its cutting-edge innovation in a highly \ncompetitive and rapidly evolving environment or is unable to commercialize such innovations, expand and scale them with \nsufficient speed and versatility or is unable to attract a successful developer ecosystem, the company could fail in its \nongoing efforts to maintain and increase its market share and its profit margins.\nDamage to IBM\u2019s Reputation Could Impact the Company\u2019s Business:  IBM has one of the strongest brand names in the \nworld, and its brand and overall reputation could be negatively impacted by many factors, including if the company does \nnot continue to be recognized for its industry leading technology and solutions and as a hybrid cloud and AI leader. IBM\u2019s \nreputation is potentially susceptible to damage by events such as significant disputes with clients, product defects, internal \ncontrol deficiencies, delivery failures, cybersecurity incidents, government investigations or legal proceedings or actions of \ncurrent or former clients, directors, employees, competitors, vendors, alliance partners or joint venture partners. If the \ncompany\u2019s brand image is tarnished by negative perceptions, its ability to attract and retain customers, talent and \necosystem partners could be impacted.\n3"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bfaf2-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 5, "chroma:document": "Risks from Investing in Growth Opportunities Could Impact the Company\u2019s Business: The company continues to \ninvest significantly in key strategic areas to drive revenue growth and market share gains. Client adoption rates and viable \neconomic models are less certain in the high-value, highly competitive, and rapidly-growing segments. Additionally, \nemerging business and delivery models may unfavorably impact demand and profitability for our other products or \nservices. If the company does not adequately and timely anticipate and respond to changes in customer and market \npreferences, competitive actions, disruptive technologies, emerging business models and ecosystems, the client demand for \nour products or services may decline or IBM\u2019s costs may increase.\nIBM\u2019s Intellectual Property Portfolio May Not Prevent Competitive Offerings, and IBM May Not Be Able to Obtain \nNecessary Licenses: The company\u2019s patents and other intellectual property may not prevent competitors from \nindependently developing products and services similar to or duplicative to the company\u2019s, nor can there be any assurance \nthat the resources invested by the company to protect its intellectual property will be sufficient or that the company\u2019s \nintellectual property portfolio will adequately deter misappropriation or improper use of the company\u2019s technology. In \naddition, the company may be the target of aggressive and opportunistic enforcement of patents by third parties, including \nnon-practicing entities. Also, there can be no assurances that IBM will be able to obtain from third parties the licenses it \nneeds in the future. The company\u2019s ability to protect its intellectual property could also be impacted by a lack of effective \nlegal protections as well as changes to existing laws, legal principles and regulations governing intellectual property, \nincluding the ownership and protection of patents.\nCertain of the company\u2019s offerings incorporate or utilize open source and other third-party software licensed with \nlimited or no warranties, indemnification , or other contractual protections for IBM. Further, if open source code that IBM \nutilizes is no longer maintained, developed or enhanced by the relevant community of independent open source software \nprogrammers, most of whom we do not employ, we may be unable to develop new technologies, adequately enhance our \nexisting technologies or meet customer requirements for innovation, quality and price. \nRisks to the Company from Acquisitions, Alliances and Dispositions Include Integration Challenges, Failure to \nAchieve Objectives, the Assumption of Liabilities and Higher Debt Levels:  The company has made and expects to continue"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bfb4c-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 5, "chroma:document": "to make acquisitions, alliances and dispositions. Such transactions present significant challenges and risks and there can be \nno assurances that the company will manage such transactions successfully or that strategic opportunities will be available \nto the company on acceptable terms or at all. The related risks include the company failing to achieve strategic objectives, \nanticipated revenue improvements and cost savings, the failure to retain key strategic relationships of acquired companies, \nthe failure to retain key personnel and the assumption of liabilities related to litigation or other legal proceedings involving \nthe businesses in such transactions, as well as the failure to close planned transactions. Such transactions may require the \ncompany to secure financing and any significant disruption or turmoil in the capital markets could have an adverse effect \non IBM\u2019s ability to access the capital markets at favorable terms. From time to time, the company disposes or attempts to \ndispose of assets that are no longer central to its strategic objectives. Any such disposition or attempted disposition is \nsubject to risks, including risks related to the terms and timing of such disposition, risks related to obtaining necessary \ngovernmental or regulatory approvals and risks related to retained liabilities not subject to the company\u2019s control.\nThe Company\u2019s Financial Results for Particular Periods Are Difficult to Predict:  IBM\u2019s revenues and profitability are \naffected by such factors as the introduction of new products and services, the ability to compete effectively in increasingly \ncompetitive marketplaces, the length of the sales cycles and the seasonality of technology purchases. In addition, certain of \nthe company\u2019s growth areas involve new products, new customers, new and evolving competitors, and new markets, all of \nwhich contribute to the difficulty of predicting the company\u2019s financial results. The company\u2019s  financial results may also \nbe impacted by the structure of products and services contracts and the nature of its customers\u2019 businesses; for example, \ncertain of the company\u2019s services contracts with commercial customers in regulated industries are subject to periodic \nreview by regulators with respect to controls and processes. Further, general economic conditions, including sudden shifts \nin regional or global economic activity may impact the company\u2019s financial results in any particular period. As a result of \nthe above-mentioned factors, the company\u2019s financial results are difficult to predict. Historically, the company has had \nlower revenue in the first quarter than in the immediately preceding fourth quarter. In addition, the high volume of products"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bfb9c-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 5, "chroma:document": "typically ordered at the end of each quarter, especially at the end of the fourth quarter, make financial results for a given \nperiod difficult to predict.\nDue to the Company\u2019s Global Presence, Its Business and Operations Could Be Impacted by Local Legal, Economic, \nPolitical, Health and Other Conditions:  The company is a globally integrated entity, operating in over 175 countries  \nworldwide and deriving about sixty percent  of its revenues from sales outside the United States. Changes in the laws or \npolicies of the countries in which the company operates, or inadequate development or enforcement of such laws or \npolicies, could affect the company\u2019s business and the company\u2019s overall results of operations. Further, the company may \n4"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bfbf6-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 6, "chroma:document": "be impacted directly or indirectly by the development and enforcement of laws and regulations in the U.S. and globally that \nare specifically targeted at the technology industry. The company\u2019s results of operations also could be affected by \neconomic and political changes  in those countries and by macroeconomic changes, including recessions, inflation, currency \nfluctuations between the U.S. dollar and non-U.S. currencies and adverse changes in trade relationships amongst those \ncountries. Further, as the company expands its customer base and the scope of its offerings, both within the U.S. and \nglobally, it may be impacted by additional regulatory or other risks, including, compliance with U.S. and foreign data \nprivacy requirements, AI regulations, data localization requirements, labor relations laws, enforcement of IP protection \nlaws, laws relating to anti-corruption, anti-competition regulations, and import, export and trade restrictions. Further, \ninternational trade disputes could create uncertainty. Tariffs and international trade sanctions resulting from these disputes \ncould affect the company\u2019s ability to move goods and services across borders, or could impose added costs to those \nactivities. Measures taken to date by the company to mitigate these impacts could be made less effective should trade \nsanctions or tariffs change. In addition, any widespread outbreak of an illness, pandemic or other local or global health \nissue, natural disasters, climate change impacts, or uncertain political climates, international hostilities, or any terrorist \nactivities, could adversely affect customer demand, the company\u2019s operations and supply chain, and its ability to source \nand deliver products and services to its customers. \nThe Company May Not Meet Its Growth and Productivity Objectives:  On an ongoing basis, IBM seeks to drive greater \nagility, productivity, flexibility and cost savings by continuously transforming with the use of automation, AI, agile \nprocesses and changes to the ways of working, while also enabling the scaling of resources, offerings and investments \nthrough the company\u2019s globally integrated model across both emerging and more established markets. These various \ninitiatives may not yield their intended gains in speed, quality, productivity and enablement of rapid scaling, which may \nimpact the company\u2019s competitiveness and its ability to meet its growth and productivity objectives.\nIneffective Internal Controls Could Impact the Company\u2019s Business and Operating Results:  The company\u2019s internal"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bfc50-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 6, "chroma:document": "control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the \npossibility of human error, failure or interruption of information technology systems, the circumvention or overriding of \ncontrols, or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation \nand fair presentation of financial statements. If the company fails to maintain the adequacy of its internal controls, \nincluding any failure to implement required new or improved controls, or if the company experiences difficulties in their \nimplementation, the company\u2019s business and operating results could be harmed and the company could fail to meet its \nfinancial reporting obligations.\nThe Company\u2019s Use of Accounting Estimates Involves Judgment and Could Impact the Company\u2019s Financial Results:  \nThe application of accounting principles generally accepted in the U.S. (GAAP) requires the company to make estimates \nand assumptions about certain items and future events that directly affect its reported financial condition. The company\u2019s \nmost critical accounting estimates are described in the Management Discussion in IBM\u2019s 2023 Annual Report to \nStockholders, under \u201cCritical Accounting Estimates.\u201d In addition, as discussed in note R, \u201cCommitments & \nContingencies,\u201d in IBM\u2019s 2023 Annual Report to Stockholders, the company makes certain estimates including decisions \nrelated to legal proceedings and reserves. These estimates and assumptions involve the use of judgment. As a result, actual \nfinancial results may differ.\nThe Company\u2019s Goodwill or Amortizable Intangible Assets May Become Impaired: The company acquires other \ncompanies, including the intangible assets of those companies. The company may not realize all the economic benefit from \nthose acquisitions, which could cause an impairment of goodwill or intangible assets. If our goodwill or net intangible \nassets become impaired, we may be required to record a charge to the Consolidated Income Statement.\nThe Company Depends on Skilled Employees and Could Be Impacted by a Shortage of Critical Skills: Much of the \nfuture success of the company depends on the continued service, availability and integrity of skilled employees, including \ntechnical, marketing and staff resources. Skilled and experienced personnel in the areas where the company competes are \nin high demand, and competition for their talents is intense. Changing demographics and labor work force trends may \nresult in a shortage of or insufficient knowledge and skills. In addition, as global opportunities and industry demand shifts,"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bfcaa-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 6, "chroma:document": "realignment, training and scaling of skilled resources may not be sufficiently rapid or successful. Further, many of IBM\u2019s \nkey employees receive a total compensation package that includes equity awards. Any new regulations, volatility in the \nstock market and other factors could diminish the company\u2019s use or the value of the company\u2019s equity awards, putting the \ncompany at a competitive disadvantage.\nThe Company\u2019s Business Could Be Impacted by Its Relationships with Critical Suppliers:  IBM\u2019s business employs a \nwide variety of components (hardware and software), supplies, services and raw materials from a substantial number of \n5"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bfd04-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 7, "chroma:document": "suppliers around the world. Certain of the company\u2019s businesses rely on a single or a limited number of suppliers, \nincluding for server processor technology for certain semiconductors. Changes in the business condition (financial or \notherwise) of these suppliers  could subject the company to losses and affect its ability to bring products to market. Further, \nthe failure of the company\u2019s suppliers to deliver components, supplies, services and raw materials in sufficient quantities, \nin a timely or secure manner, and in compliance with all applicable laws and regulations could adversely affect the \ncompany\u2019s business. In addition, any defective components, supplies or materials, or inadequate services received from \nsuppliers could reduce the reliability of the company\u2019s products and services and harm the company\u2019s reputation.\nProduct and Service Quality Issues Could Impact the Company\u2019s Business and Operating Results: The company has \nrigorous quality control standards and processes intended to prevent, detect and correct errors, malfunctions and other \ndefects in its products and services. If errors, malfunctions, defects or disruptions in service are experienced by customers \nor in the company\u2019s operations there could be negative consequences that could impact customers\u2019 business operations and \nharm the company\u2019s business\u2019s operating results.\nThe Company Could Be Impacted by Its Business with Government Clients: The company\u2019s customers include \nnumerous governmental entities within and outside the U.S., including the U.S. Federal Government and state and local \nentities. Some of the company\u2019s agreements with these customers may be subject to periodic funding approval. Funding \nreductions or delays could adversely impact public sector demand for our products and services. Also, some agreements \nmay contain provisions allowing the customer to terminate without cause and providing for higher liability limits for \ncertain losses. In addition, the company could be suspended or debarred as a governmental contractor and could incur civil \nand criminal fines and penalties, which could negatively impact the company\u2019s results of operations, financial results and \nreputation.\nThe Company\u2019s Reliance on Third-Party Distribution Channels and Ecosystems Could Impact Its Business:  The \ncompany offers its products directly and through a variety of third -party distributors, resellers, independent software \nvendors, independent service providers, and other ecosystem partners . Changes in the business condition (financial or \notherwise) of these ecosystem partners could subject the company to losses and affect its ability to bring its products to"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bfd5e-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 7, "chroma:document": "market. As the company moves into new areas, ecosystem partners may be unable to keep up with changes in technology \nand offerings, and the company may be unable to recruit and enable appropriate partners to achieve anticipated ecosystem \ngrowth objectives. In addition, the failure of ecosystem partners to comply with all applicable laws and regulations may \nprevent the company from working with them and could subject the company to losses and affect its ability to bring \nproducts to market.\nRisks Related to Cybersecurity and Data Privacy\nCybersecurity and Privacy Considerations Could Impact the Company\u2019s Business:  There are numerous and evolving \nrisks to cybersecurity and privacy, including risks originating from intentional acts of criminal hackers, hacktivists, nation \nstates and competitors; from intentional and unintentional acts or omissions of customers, contractors, business partners, \nvendors, employees and other third parties; and from errors in processes or technologies, as well as the risks associated \nwith an increase in the number of customers, contractors, business partners, vendors, employees and other third parties \nworking remotely. Computer hackers and others routinely attack the security of technology products, services, systems and \nnetworks using a wide variety of methods, including ransomware or other malicious software and attempts to exploit \nvulnerabilities in hardware, software, and infrastructure. Attacks also include social engineering and cyber extortion to \ninduce customers, contractors, business partners, vendors, employees and other third parties to disclose information, \ntransfer funds, or unwittingly provide access to systems or data. The company is at risk of security breaches not only of our \nown products, services, systems and networks, but also those of customers, contractors, business partners, vendors, \nemployees and other third parties, particularly as all parties increasingly digitize their operations. Cyber threats are \ncontinually evolving, including with the increased use of AI, making it difficult to defend against such threats and \nvulnerabilities that can persist undetected over extended periods of time. \nThe company\u2019s products, services, systems and networks, including cloud-based systems and systems and \ntechnologies that the company maintains on behalf of its customers, are used in critical company, customer or third-party \noperations, and involve the storage, processing and transmission of sensitive data, including valuable intellectual property, \nother proprietary or confidential data, regulated data, and personal information of employees, customers and others. These"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bfdb8-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 7, "chroma:document": "products, services, systems and networks are also used by customers in heavily regulated industries, including those in the \nfinancial services, healthcare, critical infrastructure and government sectors.\n6"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bfe12-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 8, "chroma:document": "While the company continues to monitor for, identify, investigate, respond to and remediate a wide range of \ncybersecurity events, there have not been cybersecurity incidents or vulnerabilities that have had a material adverse effect \non the company, though there is no assurance that there will not be cybersecurity incidents or vulnerabilities that will have \na material adverse effect in the future.\n The company regularly addresses cybersecurity attacks and vulnerabilities. Cybersecurity attacks or other security \nincidents, including industry-wide incidents such as MOVEit , have or could result in, for example, one or more of the \nfollowing: unauthorized access to, disclosure, modification, misuse, loss, or destruction of company, customer, or other \nthird-party data or systems; theft or import or export of sensitive, regulated, or confidential data including personal \ninformation and intellectual property, including key innovations in AI, quantum, or other disruptive technologies; the loss \nof access to critical data or systems through ransomware, crypto mining, destructive attacks or other means; and business \ndelays, service or system disruptions or denials of service. \nIn the event of such actions, the company, its customers and other third parties could be exposed to liability, litigation, \nand regulatory or other government action, including debarment, as well as the loss of existing or potential customers, \ndamage to brand and reputation, damage to our competitive position, and other financial loss. In addition, the cost and \noperational consequences of responding to cybersecurity incidents and implementing remediation measures could be \nsignificant. In the company\u2019s industry, security vulnerabilities are increasingly discovered, publicized and exploited across \na broad range of hardware, software or other infrastructure, elevating the risk of attacks and the potential cost of response \nand remediation for the company and its customers. In addition, the fast-paced, evolving, pervasive, and sophisticated \nnature of certain cyber threats and vulnerabilities, as well as the scale and complexity of the business and infrastructure, \nmake it possible that certain threats or vulnerabilities will be undetected or unmitigated in time to prevent or minimize the \nimpact of an attack on the company or its customers. \nCybersecurity risk to the company and its customers also depends on factors such as the actions, practices and \ninvestments of customers, contractors, business partners, vendors, the open source community and other third parties,"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bfe94-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 8, "chroma:document": "including, for example, providing and implementing patches to address vulnerabilities. Cybersecurity attacks or other \ncatastrophic events resulting in disruptions to or failures in power, information technology, communication systems or \nother critical infrastructure could result in interruptions or delays to company, customer, or other third-party operations or \nservices, financial loss, injury or death to persons or property, potential liability, and damage to brand and reputation. \nAlthough the company continuously takes significant steps to mitigate cybersecurity risk across a range of functions, such \nmeasures can never eliminate the risk entirely or provide absolute security. \nAs a global enterprise, the regulatory environment with regard to cybersecurity, privacy, AI and data protection issues \nis increasingly complex and will continue to impact the company\u2019s business, including through increased risk, increased \ncosts, and expanded or otherwise altered compliance obligations, including with respect to the increased regulatory activity \naround the security of critical infrastructure, IoT devices, customer industries (e.g., financial services) and various customer \nand government supply chain security programs. As the reliance on data grows for the company and our clients, the \npotential impact of regulations on the company\u2019s business, risks, and reputation will grow accordingly. The enactment and \nexpansion of cybersecurity, AI, data protection and privacy laws, regulations and standards around the globe will continue \nto result in increased compliance costs, including due to an increased focus on international data transfer mechanisms and \ndata location; increased cybersecurity requirements and reporting obligations; the lack of harmonization of such laws and \nregulations; the increase in associated litigation and enforcement activity by governments and private parties; the potential \nfor damages, fines and penalties and debarment; and the potential regulation of new and emerging technologies. Any \nadditional costs and penalties associated with increased compliance, enforcement, and risk reduction could make certain \nofferings less profitable or increase the difficulty of bringing certain offerings to market or maintaining certain offerings.\nRisks Related to Laws and Regulations\nThe Company Could Incur Substantial Costs Related to Climate Change and Other Environmental Matters:  IBM, like \nother companies, is subject to potential climate-related risks and costs such as those resulting from increased severe \nweather events, prolonged changes in temperature, new regulations affecting hardware products and data centers, carbon \ntaxes, and increased environmental disclosures requested or required by clients, regulators and others. The company is also"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bfeee-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 8, "chroma:document": "subject to various federal, state, local and foreign laws and regulations concerning the discharge of materials into the \nenvironment or otherwise related to environmental protection, including the U.S. Superfund law. The company could incur \nsubstantial costs, including cleanup costs, fines and civil or criminal sanctions, as well as third-party claims for property \ndamage or personal injury, if it were to violate or become liable under environmental laws and regulations. We do not \n7"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bff48-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 9, "chroma:document": "expect climate change or compliance with environmental laws and regulations focused on climate change to have a \ndisproportionate effect on the company or its financial position, results of operations and competitive position.\nTax Matters Could Impact the Company\u2019s Results of Operations and Financial Condition:  The company is subject to \nincome taxes in both the United States and numerous foreign jurisdictions. IBM\u2019s provision for income taxes and cash tax \nliability in the future could be adversely affected by numerous factors including, but not limited to, income before taxes \nbeing lower than anticipated in countries with lower statutory tax rates and higher than anticipated in countries with higher \nstatutory tax rates, changes in the valuation of deferred tax assets and liabilities, and changes in tax laws, regulations, \naccounting principles or interpretations thereof, which could adversely impact the company\u2019s results of operations and \nfinancial condition in future periods. The Organization for Economic Cooperation and Development (OECD) is issuing \nguidelines that are different, in some respects, than long-standing international tax principles. As countries unilaterally \namend their tax laws to adopt certain parts of the OECD guidelines, this may increase tax uncertainty and may adversely \nimpact the company\u2019s income taxes. Local country, state, provincial or municipal taxation may also be subject to review \nand potential override by regional, federal, national or similar forms of government. In addition, IBM is subject to the \ncontinuous examination of its income tax returns by the United States Internal Revenue Service (IRS) and other tax \nauthorities around the world. The company regularly assesses the likelihood of adverse outcomes resulting from these \nexaminations to determine the adequacy of its provision for income taxes. There can be no assurance that the outcomes \nfrom these examinations will not have an adverse effect on the company\u2019s provision for income taxes and cash tax liability.\nThe Company Is Subject to Legal Proceedings and Investigatory Risks: As a company with a substantial employee \npopulation and with clients in more than 175 countries , IBM is or may become involved as a party and/or may be subject to \na variety of claims, demands, suits, investigations, tax matters and other proceedings that arise from time to time in the \nordinary course of its business. The risks associated with such legal proceedings are described in more detail in note R, \n\u201cCommitments & Contingencies,\u201d in IBM\u2019s 2023 Annual Report to Stockholders. The company believes it has adopted"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bff98-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 9, "chroma:document": "appropriate risk management and compliance programs. Legal and compliance risks, however, will continue to exist and \nadditional legal proceedings and other contingencies, the outcome of which cannot be predicted with certainty, may arise \nfrom time to time.\nRisks Related to Financing and Capital Markets Activities\nThe Company\u2019s Results of Operations and Financial Condition Could Be Negatively Impacted by Its U.S. and non-\nU.S. Pension Plans:  Adverse financial market conditions and volatility in the credit markets may have an unfavorable \nimpact on the value of the company\u2019s pension trust assets and its future estimated pension liabilities . As a result, the \ncompany\u2019s financial results in any period could be negatively impacted. In addition, in a period of an extended financial \nmarket downturn, the company could be required to provide incremental pension plan funding with resulting liquidity risk \nwhich could negatively impact the company\u2019s financial flexibility. Further, the company\u2019s results could be negatively \nimpacted by premiums for mandatory pension insolvency insurance coverage outside the United States. Premium increases \ncould be significant due to the level of insolvencies of unrelated companies in the country at issue. IBM\u2019s 2023 Annual \nReport to Stockholders includes information about potential impacts from pension funding and the use of certain \nassumptions regarding pension matters.\nThe Company Is Exposed to Currency and Financing Risks That Could Impact Its Revenue and Business: The \ncompany derives a significant percentage of its revenues and costs from its affiliates operating in local currency \nenvironments, and those results are affected by changes in the relative values of non-U.S. currencies and the U.S. dollar, as \nwell as sudden shifts in regional or global economic activity. Further, inherent in the company\u2019s financing business are \nrisks related to the concentration of credit, client creditworthiness, interest rate and currency fluctuations on the associated \ndebt and liabilities  and the determination of residual values . The company employs a number of strategies to manage these \nrisks, including the use of derivative financial instruments, which involve the risk of non-performance by the counterparty. \nIn addition, there can be no assurance that the company\u2019s efforts to manage its currency and financing risks will be \nsuccessful.\nThe Company\u2019s Financial Performance Could Be Impacted by Changes in Market Liquidity Conditions and by \nCustomer Credit Risk on Receivables:  The company\u2019s financial performance is exposed to a wide variety of industry sector"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8bfff2-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 9, "chroma:document": "dynamics worldwide, including sudden shifts in regional or global economic activity. The company\u2019s earnings and cash \nflows, as well as its access to funding, could be negatively impacted by changes in market liquidity conditions. IBM\u2019s 2023 \nAnnual Report to Stockholders includes information about the company\u2019s liquidity position. The company\u2019s client base \nincludes many enterprises worldwide, from small and medium businesses to the world\u2019s largest organizations and \ngovernments, with a significant portion of the company\u2019s revenue coming from global clients across many sectors. Most of \n8"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c004c-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 10, "chroma:document": "the company\u2019s sales are on an open credit basis, and the company performs ongoing credit evaluations of its clients\u2019 \nfinancial conditions. If the company becomes aware of information related to the creditworthiness of a major customer, or \nif future actual default rates on receivables in general differ from those currently anticipated, the company may have to \nadjust its allowance for credit losses, which could affect the company\u2019s consolidated net income in the period the \nadjustments are made.\nRisks Related to the Spin-Off of Kyndryl Holdings, Inc.\nIf the Kyndryl Holdings, Inc. Spin-off Fails to Qualify for Tax-free Treatment, It Could Result in Substantial Tax \nLiability for the Company and Its Stockholders:  In connection with the spin-off of Kyndryl Holdings, Inc. , the company \nobtained a private letter ruling from the IRS and an opinion from its tax advisor, in each case to the effect that, for U.S. \nfederal income tax purposes, the spin-off will qualify as a tax-free reorganization under sections 368(a)(1)(D) and 355 of \nthe Internal Revenue Code of 1986, as amended. The IRS private letter ruling and the opinion rely on certain facts, \nassumptions, representations and undertakings from Kyndryl Holdings, Inc. and the company regarding the past and future \nconduct of the companies\u2019 respective businesses and other matters. If any of these facts, assumptions, representations, or \nundertakings are incorrect or not satisfied, the conclusions reached in the IRS private letter ruling and/or the opinion could \nbe jeopardized. If the spin-off is determined to be taxable for U.S. federal income tax purposes, the company\u2019s \nstockholders that are subject to U.S. federal income tax and the company could incur significant U.S. federal income tax \nliabilities.\nRisks Related to Ownership of IBM Securities\nRisk Factors Related to IBM Securities:  The company and its subsidiaries issue debt securities in the worldwide capital \nmarkets from time to time, with a variety of different maturities and in different currencies. The value of the company\u2019s \ndebt securities fluctuates based on many factors, including the methods employed for calculating principal and interest, the \nmaturity of the securities, the aggregate principal amount of securities outstanding, the redemption features for the"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c00a6-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 10, "chroma:document": "securities, the level, direction and volatility of interest rates, changes in exchange rates, exchange controls, governmental \nand stock exchange regulations and other factors over which the company has little or no control. The company\u2019s ability to \npay interest and repay the principal for its debt securities is dependent upon its ability to manage its business operations, as \nwell as the other risks described under this Item 1A. entitled \u201cRisk Factors.\u201d There can be no assurance that the company \nwill be able to manage any of these risks successfully.\nThe company also issues its common stock from time to time in connection with various compensation plans, \ncontributions to its pension plan and certain acquisitions. The market price of IBM common stock is subject to significant \nvolatility, due to other factors described under this Item 1A. entitled \u201cRisk Factors,\u201d as well as economic and geopolitical \nconditions generally, trading volumes, speculation by the press or investment community about the company\u2019s financial \ncondition, and other factors, many of which are beyond the company\u2019s control. Since the market price of IBM\u2019s common \nstock fluctuates significantly, stockholders may not be able to sell the company\u2019s stock at attractive prices.\nIn addition, changes by any rating agency to the company\u2019s outlook or credit ratings can negatively impact the value \nand liquidity of both the company\u2019s debt and equity securities. The company does not make a market in either its debt or \nequity securities and cannot provide any assurances with respect to the liquidity or value of such securities.  \nItem 1B. Unresolved Staff Comments:\nNot applicable.\nItem 1 C. Cybersecurity :\nRisk Management and Strategy\nCybersecurity is a critical part of risk management at IBM and is integrated with the company\u2019s overall enterprise risk \nmanagement framework. The Board of Directors and the Audit Committee of the Board are responsible for overseeing \nmanagement\u2019s execution of cybersecurity risk management and for assessing IBM\u2019s approach to risk management. Senior \nmanagement is responsible for assessing and managing IBM\u2019s exposure to cybersecurity risks on an ongoing basis.\nFrom an enterprise perspective, we implement a multi-faceted risk management approach based on the National \nInstitute of Standards and Technology Cybersecurity Framework. We have established policies and procedures that provide \n9"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c00f6-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 11, "chroma:document": "the foundation upon which IBM\u2019s infrastructure and data are managed. We regularly assess and adjust our technical \ncontrols and methods to identify and mitigate emerging cybersecurity risks. We use a layered approach with overlapping \ncontrols to defend against cybersecurity attacks and threats on IBM networks, end-user devices, servers, applications, data, \nand cloud solutions. \nWe draw heavily on our own commercial security solutions and services to manage and mitigate cybersecurity risks. \nIBM maintains a Security Operations Center (\u201cSOC\u201d) that monitors for threats to IBM\u2019s networks and systems, utilizing \nthreat intelligence provided by a range of sources, including the IBM Security X-Force Exchange platform, which \nmaintains one of the largest compilations of threat intelligence in the world. We also rely on tools licensed from third party \nsecurity vendors to monitor and manage cybersecurity risks. We periodically engage third parties to supplement and review \nour cybersecurity practices and provide relevant certifications.\nWe have a global incident response process, managed by IBM\u2019s Computer Security Incident Response Team \n(\u201cCSIRT\u201d), that relies primarily on internal expertise to respond to cybersecurity threats and attacks. We utilize a \ncombination of online training, educational tools, videos and other awareness initiatives to foster a culture of security \nawareness and responsibility among our workforce, including responsibility for reporting suspicious activity.\nIBM has a third party supplier risk management program to oversee and identify risks from cybersecurity threats \nassociated with its use of third party service providers and vendors. Risks are assessed and prioritized based, among other \nthings, on the type of offering/engagement, supplier assessments, threat intelligence, and industry practices. \nAs discussed in greater detail in Item 1A., \"Risk Factors,\" the company faces numerous and evolving cybersecurity \nthreats, including risks originating from intentional acts of criminal hackers, hacktivists, nation states and competitors; \nfrom  intentional and unintentional acts or omissions of customers , contractors, business partners, vendors, employees and \nother third parties; and from errors in processes or technologies, as well as the risks associated with an increase in the \nnumber of customers, contractors, business partners, vendors, employees and other third parties working remotely. While \nthe company continues to monitor for, identify, investigate, respond to and remediate cybersecurity risks, including \nincidents and vulnerabilities, there have not been any that have had a material adverse effect on the company, though there"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c0150-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 11, "chroma:document": "is no assurance that there will not be cybersecurity risks that will have a material adverse effect in the future.\nGovernance\nIBM\u2019s Enterprise & Technology Security (\u201cE&TS\u201d)  organization has oversight responsibility for the security of both \nIBM\u2019s internal systems and external offerings and works across all of the organizations within the company to protect \nIBM, its brand, and its clients against cybersecurity risks. E&TS also addresses cybersecurity risks associated with third \nparty suppliers. For these purposes, E&TS includes a dedicated Chief Information Security Officer (\u201cCISO\u201d) whose team \nis responsible for leading enterprise-wide information security strategy, policy, standards, architecture, and processes for \nIBM\u2019s internal systems. The CISO manages the CSIRT. The CISO also manages the Product Security Incident Response \nTeam (\u201cPSIRT\u201d), which focuses on product vulnerabilities potentially affecting the security of offerings sold to customers. \nIBM also has Business Information Security Officers (\u201cBISO\u201d) who coordinate with the Office of the CISO on security \nissues specific to particular business segments.\nThe CSIRT team, together with the Office of the Chief Information Officer (\u201cCIO\u201d), Cyber Legal, Corporate Security, \nand BISOs, engages in on-going reviews of incidents, threat intelligence, detections, and vulnerabilities, including to assess \nclient and regulatory impact. Events of interest are promptly reported to the Senior Vice President (\u201cSVP\u201d) for Legal & \nRegulatory Affairs and General Counsel (\u201cGC\u201d) and the SVP overseeing cybersecurity (\u201cSVP Sponsor\u201d).\nIncidents are delegated to an appropriate incident response team for assessment, investigation, and remediation. \nDepending on the nature of the matter, the incident response team may include individuals from E&TS, the Office of the \nCISO, the Office of the CIO, Cyber Legal, Business Units, the Chief Privacy Office, Human Resources, Procurement, \nFinance and Operations, and Corporate Security. The incident response teams advise and consult with the GC and the SVP \nSponsor, as appropriate. \nThe Cybersecurity Advisory Committee (\u201cCAC\u201d) meets regularly and is responsible for overseeing management of the \nCompany\u2019s cybersecurity risk. The CAC is composed of, among others, SVPs from the major business units, the SVP \nSponsor, and the GC. The CAC is responsible for, among other things, setting the Company\u2019s governance structure for"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c01aa-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 11, "chroma:document": "managing cybersecurity risk and reviewing noteworthy cybersecurity incidents and strategies to prevent recurrence. IBM \nmanagement responsible for managing cybersecurity risk reflects a cross-section of functions from across the organization \n10"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c0204-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 12, "chroma:document": "with significant experience in managing such risk as well as the technologies underlying these risks. They also hold \nleadership positions outside of IBM in the field of cybersecurity, serving on governing and advisory boards of public and \nprivate institutions at the forefront of issues related to cybersecurity, including technology development, cybersecurity \npolicy, and national security.\nThe Board of Directors  and the Audit Committee oversees the cyber governance process. Leadership from E&TS, \nincluding the CISO, make regular presentations to the Audit Committee and the full Board on identification, management, \nand remediation of cybersecurity risks, both internal and external, as well as threat intelligence, emerging global policies \nand regulations, cybersecurity technologies, and best practices. In addition, senior management provides briefings as \nneeded to the Audit Committee Chair, the Audit Committee, and, as appropriate, the full Board, on cybersecurity issues \nand incidents of potential interest. \nItem 2. Properties :\nIBM \u2019s corporate headquarters are located at an owned site in Armonk, New York. As of December 31, 2023 , in \naggregate, we owned or leased facilities for current use consisting of approximat ely 44 million square feet worldwide. \nAt December 31, 2023 , IBM\u2019s facilities in the U.S. had aggregate floor space of approximately 18 million square feet, \nof which approximately 9 million was owned and 9 million was leased. Outside the U.S., facilities totaled approximately \n26 million square feet, of which 4 million was owned and 22 million was leased. This space is primarily used for sales and \ndistribution, manufacturing and development, data processing services including the company\u2019s cloud centers, research and \nother administrative and general support purposes. Our facilities are utilized for current operations of all business segments.\nContinuous optimization, maintenance and upgrading of facilities are essential to maintain  our technological \nleadership,  improve productivity and meet customer demand. We believe that in all material respects our properties have \nbeen satisfactorily maintained, are in good condition and are suitable for our operations. \nItem 3. Legal Proceedings:\nRefer to note R, \u201cCommitments & Contingencies,\u201d on pages  95 to 97  of IBM\u2019s 2023  Annual Report to Stockholders, \nwhich is incorporated herein by reference.\nItem 4. Mine Safety Disclosures:\nNot applicable.\n11"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c0326-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 13, "chroma:document": "PART II\nItem 5. Market for the Registrant\u2019s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity \nSecurities:\nRefer to page  123 of IBM\u2019s 2023  Annual Report to Stockholders, which is incorporated herein by reference solely as it \nrelates to this item.\nIBM common stock is listed on the New York Stock Exchange and the NYSE Chicago under the symbol \u201cIBM.\u201d \nThere were 378,481 common stockholders of record at February 9, 2024 .\nThe following table provides information relating to the company\u2019s repurchase of common stock for the fourth quarter \nof 2023 .\nTotal Number\nof Shares\nPurchasedAverage\nPrice Paid\nper ShareTotal Number\nof Shares\nPurchased\nas Part of Publicly\nAnnounced\nProgramApproximate \nDollar Value\nof Shares that \nMay Yet Be \nPurchased \nUnder \nthe Program (1)\nOctober 1, 2023 \u2014October 31, 2023 \u2014$ \u2014 \u2014$ 2,007,611,768 \nNovember 1, 2023 \u2014November 30, 2023 \u2014$ \u2014 \u2014$ 2,007,611,768 \nDecember 1, 2023 \u2014December 31, 2023 \u2014$ \u2014 \u2014$ 2,007,611,768 \nTotal \u2014$ \u2014 \u2014\n(1)On October 30, 2018, the Board of Directors authorized $4.0 billion in funds for use in the company\u2019s common stock repurchase program. The \ncompany stated that it would repurchase shares on the open market or in private transactions depending on market conditions. The common stock \nrepurchase program does not have an expiration date. This table does not include shares tendered to satisfy the exercise price in connection with \ncashless exercises of employee stock options or shares tendered to satisfy tax withholding obligations in connection with employee equity awards. \nThe company suspended its share repurchase program at the time of the Red Hat closing in 2019.\nItem 6. [Reserved]\nItem 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations:\nRefer to pages 6 through 40 of IBM\u2019s 2023  Annual Report to Stockholders, which are incorporated herein by \nreference."}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c03d0-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 13, "chroma:document": "reference.\nItem 7A. Quantitative and Qualitative Disclosures About Market Risk:\nRefer to the section titled \u201cMarket Risk\u201d on pages 36 and 37 of IBM\u2019s 2023  Annual Report to Stockholders, which is \nincorporated herein by reference.\nItem 8. Financial Statements and Supplementary Data:\nRefer to pages  44 through 121  of IBM\u2019s 2023  Annual Report to Stockholders, which are incorporated herein by \nreference. Also refer to the Financial Statement Schedule on page S-1 of this Form 10-K. \nItem 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure:\nNot applicable.\nItem 9A. Controls and Procedures:\nThe company\u2019s management evaluated, with the participation of the Chief Executive Officer and Chief Financial \nOfficer, the effectiveness of the company\u2019s disclosure controls and procedures as of the end of the period covered by this \n12"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c047a-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 14, "chroma:document": "report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the \ncompany\u2019s disclosure controls and procedures were effective as of the end of the period covered by this report.\nRefer to \u201cReport of Management\u201d and \u201cReport of Independent Registered Public Accounting Firm\u201d  on pages 41 \nthrough 44  of IBM\u2019s 2023  Annual Report to Stockholders, which are incorporated herein by reference. There has been no \nchange in the company\u2019s internal control over financial reporting that occurred during the fourth fiscal quarter that has \nmaterially affected, or is reasonably likely to materially affect, the company\u2019s internal control over financial reporting.\nItem 9B. Other Information:\nNot applicable.\nItem 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections:\nNot applicable.\n13"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c04d4-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 15, "chroma:document": "PART III\nItem 10. Directors, Executive Officers and Corporate Governance:\nRefer to the information under the captions \u201cElection of Directors for a Term of One Year,\u201d \u201cGovernance and the \nBoard\u2014Committees of the Board,\u201d \u201cGovernance and the Board\u2014Delinquent Section 16(a) Reports: None,\u201d \u201cGovernance \nand the Board\u2014Corporate Governance\u201d and \u201cFrequently Asked Questions\u2014How do I submit an item of business for the \n2025 Annual Meeting?\u201d in IBM\u2019s definitive Proxy Statement to be filed with the SEC and delivered to stockholders in \nconnection with the Annual Meeting of Stockholders to be held April 30, 2024 , all of which information is incorporated \nherein by reference. Also refer to Item 1 of this Form 10-K under the caption \u201cInformation About Our Executive Officers \n(at February 26, 2024 )\u201d on page 3 for additional information on the company\u2019s executive officers.\nItem 11. Executive Compensation:\nRefer to the information under the captions \u201c 2023  Summary Compensation Table and Related Narrative,\u201d \u201c2023  \nSummary Compensation Table,\u201d  \u201c2023  Compensation Discussion and Analysis,\u201d \u201c 2023  Grants of Plan-Based Awards \nTable,\u201d \u201c 2023  Outstanding Equity Awards at Fiscal Year-End Table,\u201d \u201c 2023  Option Exercises and Stock Vested Table,\u201d \n\u201c2023  Retention Plan Table,\u201d \u201c 2023  Pension Benefits Narrative,\u201d \u201c 2023  Pension Benefits Table,\u201d \u201c 2023  Nonqualified \nDeferred Compensation Narrative,\u201d \u201c 2023  Nonqualified Deferred Compensation Table,\u201d \u201c 2023  Potential Payments Upon \nTermination Narrative,\u201d \u201c 2023  Potential Payments Upon Termination Table,\u201d \u201cGovernance and the Board\u2014Compensation \nCommittee Interlocks and Insider Participation: None,\u201d \u201cCompensation Program as It Relates to Risk,\u201d \u201c 2023  Executive \nCompensation\u2014Report of the Executive Compensation and Management Resources Committee of the Board of Directors,\u201d  \n\u201cPay Ratio, \u201d and \"Pay Versus Performance\" in IBM\u2019s definitive Proxy Statement to be filed with the SEC and delivered to \nstockholders in connection with the Annual Meeting of Stockholders to be held April 30, 2024 , all of which information is \nincorporated herein by reference."}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c052e-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 15, "chroma:document": "incorporated herein by reference.\nItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters:\nRefer to the information under the captions \u201cOwnership of Securities\u2014Security Ownership of Certain Beneficial \nOwners\u201d and \u201cOwnership of Securities\u2014Common Stock and Stock-based Holdings of Directors and Executive Officers\u201d \nin IBM\u2019s definitive Proxy Statement to be filed with the SEC and delivered to stockholders in connection with the Annual \nMeeting of Stockholders to be held April 30, 2024 , all of which information is incorporated herein by  reference.\n14"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c0588-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 16, "chroma:document": "EQUITY COMPENSATION PLAN  INFORMATION\nPlan CategoryNumber of securities\nto be issued upon\nexercise of\noutstanding options,\nwarrants and rights (1)\n(a)  Weighted-average\nexercise price of\noutstanding options,\nwarrants and rights (1)\n(b)Number of securities\nremaining available\nfor future issuance\nunder equity\ncompensation plans\n(excluding securities\nreflected in column (a))\n(c)\nEquity compensation plans approved by security \nholders\nOptions 9,259,638 $ 130.23 \u2014\nRSUs 21,624,285 N/A \u2014\nPSUs (2)5,239,655 N/A \u2014\nSubtotal 36,123,578 $ 130.23 36,957,129\nEquity compensation plans not approved by security \nholders\nOptions 596,924 $ 130.17 \u2014\nRSUs 1,433,358 N/A \u2014\nPSUs (2)689,528 N/A \u2014\nDCEAP shares 198,263 N/A \u2014\nSubtotal 2,918,073 $ 130.17 13,374,503\nTotal 39,041,651 $ 130.23 50,331,632\nN/A is not applicable\nRSUs = Restricted Stock Units, including Retention Restricted Stock Units\nPSUs = Performance Share Units\nDCEAP Shares = Promised Fee Shares under the DCEAP (refer to plan description below)\n(1)In connection with 15 acquisition transactions, 356,373  additional share based awards, consisting of stock options, were outstanding at December 31, \n2023  as a result of the Company\u2019s assumption of awards granted by the acquired entities. The weighted-average exercise price of these awards was \n$24.43 . The Company has not made, and will not make, any further grants or awards of equity securities under the plans of these acquired companies.\n(2)The numbers included for PSUs in column (a) above reflect the maximum number payout. Assuming target number payout, the number of securities \nto be issued upon exercise of PSUs for equity compensation plans approved by security holders is 3,082,150  and for equity compensation plans not \napproved by security holders is 390,889 . For additional information about PSUs, including payout calculations, refer to the information under \u201c2023"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c05d8-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 16, "chroma:document": "Summary Compensation Table and Related Narrative \u201d in IBM\u2019s definitive Proxy Statement to be filed with the SEC and delivered to stockholders in \nconnection with the Annual Meeting of Stockholders to be held April 30, 2024 .\nThe material features of each equity compensation plan under which equity securities are authorized for issuance that \nwas adopted without stockholder approval are described below:\n2001 Long-Term Performance Plan (the \u201c2001 Plan\u201d)\nThe 2001 Plan has been used to fund awards for employees other than senior executives of the Company. Awards for \nsenior executives of the Company have been and will continue to be funded from the stockholder-approved 1999 Long-\nTerm Performance Plan (the \u201c1999 Plan\u201d); the 1999 Plan is also used to fund awards for employees other than senior \nexecutives, otherwise, the provisions of the 2001 Plan are identical to the 1999 Plan, including the type of awards that may \nbe granted under the plan (stock options, restricted stock and unit awards and long-term performance incentive awards).\nThe 2001 Plan is administered by the Executive Compensation and Management Resources Committee of the Board of \nDirectors (the \u201cCommittee\u201d), and that Committee may delegate to officers of the company certain of its duties, powers and \nauthority. Payment of awards may be made in the form of cash, stock or combinations thereof and may be deferred with \nCommittee approval. Awards are not transferable or assignable except (i) by law, will or the laws of descent and \ndistribution, (ii) as a result of the disability of the recipient, or (iii) with the approval of the Committee.\nIf the employment of a participant terminates, other than as a result of the death or disability of a participant, all \nunexercised, deferred and unpaid awards shall be canceled immediately, unless the award agreement provides otherwise. In \n15"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c0632-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 17, "chroma:document": "the event of the death of a participant or in the event a participant is deemed by the company to be disabled and eligible for \nbenefits under the terms of the IBM Long-Term Disability Plan (or any successor plan or similar plan of another \nemployer), the participant\u2019s estate, beneficiaries or representative, as the case may be, shall have the rights and duties of the \nparticipant under the applicable award agreement. In addition, unless the award agreement specifies otherwise, the \nCommittee may cancel, rescind, suspend, withhold or otherwise limit or restrict any unexpired, unpaid, or deferred award \nat any time if the participant is not in compliance with all applicable provisions of the awards agreement and the 2001 Plan. \nIn addition, awards may be cancelled if the participant engages in any conduct or act determined to be injurious, \ndetrimental or prejudicial to any interest of the company.\nPWCC Acquisition Long-Term Performance Plan (the \u201cPWCC Plan\u201d)\nThe PWCC Plan was adopted by the Board of Directors in connection with the company\u2019s acquisition of \nPricewaterhouseCoopers Consulting (\u201cPwCC\u201d) from PricewaterhouseCoopers LLP, as announced on October 1, 2002. The \nPWCC Plan has been and will continue to be used solely to fund awards for employees of PwCC who have become \nemployed by the company as a result of the acquisition. Awards for senior executives of the company will not be funded \nfrom the PWCC Plan. The terms and conditions of the PWCC Plan are substantively identical to the terms and conditions \nof the 2001 Plan, described above.\nIBM Red Hat Acquisition Long-Term Performance Plan (the \u201cRed Hat Plan\u201d)\nThe Red Hat Plan was adopted by the Board of Directors in connection with the company\u2019s acquisition of Red Hat, \nInc. on July 9, 2019. The Red Hat Plan was used solely to fund awards for employees who were not employed by IBM \nimmediately prior to the closing of the acquisition. Awards for senior executives of the company will not be funded from \nthe Red Hat Plan. The terms and conditions of the Red Hat Plan are substantively identical to the terms and conditions of \nthe 2001 Plan, described above.\nAmended and Restated Deferred Compensation and Equity Award Plan (the \u201cDCEAP\u201d)"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c06b4-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 17, "chroma:document": "The DCEAP was adopted in 1993 and amended and restated effective January 1, 2014. Under the Amended and \nRestated DCEAP, non-management directors receive Promised Fee Shares in connection with deferred annual retainer \npayments. Each Promised Fee Share is equal in value to one share of the company\u2019s common stock. Upon a director\u2019s \nretirement or other completion of service as a director, amounts deferred into Promised Fee Shares are payable in either \ncash and/or shares of the company\u2019s stock either as lump sum or installments pursuant to the director\u2019s distribution \nelection. For additional information about the DCEAP, refer to \u201c Director Compensation \u201d in IBM\u2019s definitive Proxy \nStatement to be filed with the SEC and delivered to stockholders in connection with the Annual Meeting of Stockholders to \nbe held April 30, 2024 .\nItem 13.  Certain Relationships and Related Transactions, and Director Independence:\nRefer to the information under the captions \u201cIBM Board of Directors,\u201d \u201cGovernance and the Board\u2014Committees of \nthe Board,\u201d \u201cGovernance and the Board\u2014Certain Transactions and Relationships\u201d and \u201cGovernance and the Board\u2014\nCorporate Governance\u2014Independent Board\u201d in IBM\u2019s definitive Proxy Statement to be filed with the SEC and delivered \nto stockholders in connection with the Annual Meeting of Stockholders to be held April 30, 2024 , all of which information \nis incorporated herein by reference.\nItem 14. Principal Accounting Fees and Services:\nRefer  to the information under the captions \u201cReport of the Audit Committee of the Board of Directors\u201d and \u201cAudit and \nNon-Audit Fees\u201d in IBM\u2019s definitive Proxy Statement to be filed with the SEC and delivered to stockholders in connection \nwith the Annual Meeting of Stockholders to be held April 30, 2024 , all of which information is incorporated herein by \nreference.\n16"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c070e-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 18, "chroma:document": "PART IV\nItem 15. Exhibits, Financial Statement Schedules:\n(a)The following documents are filed as part of this report:\n1.Financial statements from IBM\u2019s 2023  Annual Report to Stockholders, which are incorporated herein by \nreference:\nReport of Independent Registered Public Accounting Firm \u2012 PCAOB Firm ID 238 (pages 42 through 43). \nConsolidated Income Statement for the years ended December 31, 2023 , 2022  and 2021  (page 44).\nConsolidated Statement of Comprehensive Income for the years ended December 31, 2023 , 2022  and 2021  \n(page 45).\nConsolidated Balance Sheet at December 31, 2023  and 2022  (page 46).\nConsolidated Statement of Cash Flows for the years ended December 31, 2023 , 2022  and 2021  (page 47).\nConsolidated Statement of Equity at December 31, 2023 , 2022  and 2021  (pages 48 and 49).\nNotes to Consolidated Financial Statements (pages 50 through 121).\n2.Financial statement schedule required to be filed by Item 8 of this Form:\nPageSchedule\nNumber\nReport of Independent Registered Public Accounting Firm on Financial Statement Schedule.\nS-1 II Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2023, 2022, and \n2021.\nAll other schedules are omitted as the required matter is not present, the amounts are not significant or the information \nis shown in the Consolidated Financial Statements or the notes thereto.\n3.Exhibits:\nReference\nNumber per\nItem 601 of\nRegulation S-K Description of ExhibitsExhibit Number \nin this \nForm 10-K\n(3) Certificate of Incorporation and By-laws\nThe Certificate of Incorporation of IBM, is Exhibit 3.1 to Form 10-K, filed February \n22, 2022, and is hereby incorporated by reference.\nThe By-Laws of IBM, as amended through December 12, 2023, is Exhibit 3.2 to \nForm 8-K, filed December 12, 2023, and is hereby incorporated by reference."}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c0768-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 18, "chroma:document": "(4) Instruments defining the rights of security holders\nThe instruments defining the rights of the holders of the 7.00% Debentures due 2025 \nand the 7.00% Debentures due 2045 are Exhibits 2 and 3, respectively, to Form 8-K, \nfiled on October 30, 1995, and are hereby incorporated by reference.\nThe instrument defining the rights of the holders of the 7.125% Debentures due 2096 \nis Exhibit 4.2 to Form 8-K/A, filed on December 6, 1996, and is hereby incorporated \nby reference.\nThe instrument defining the rights of the holders of the 6.22% Debentures due 2027 \nis Exhibit 3 to Form 8-K, filed on August 1, 1997, and is hereby incorporated by \nreference.\nThe instrument defining the rights of the holders of the 6.50% Debentures due 2028 \nis Exhibit 2 to Form 8-K, filed on January 8, 1998, and is hereby incorporated by \nreference.\nThe instrument defining the rights of the holders of the 5.875% Debentures due 2032 \nis Exhibit 3 to Form 8 K, filed on November 26, 2002, and is hereby incorporated by \nreference.\n17"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c07c2-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 19, "chroma:document": "The instrument defining the rights of the holders of the 2.875% Notes due 2025 is \nExhibit 3 to Form 8-K, filed November 6, 2013, and are hereby incorporated by \nreference.\nThe instruments defining the rights of the holders of the 3.450% Notes due 2026 and \nthe 4.700% Notes due 2046 are Exhibits 4.4 and 4.5 to Form 8-K, filed February 18, \n2016, and are hereby incorporated by reference.\nThe instruments defining the rights of the holders of the 1.125% Notes due 2024 and \nthe 1.750% Notes due 2028 are Exhibits 4.2 and 4.3 to Form 8-K, filed March 4, \n2016, and are hereby incorporated by reference.\nThe instrument defining the rights of the holders of the 0.300% Notes due 2026 is \nExhibit 4 to Form 8-K, filed November 1, 2016, and is hereby incorporated by \nreference.\nThe instruments defining the rights of the holders of the 3.300% Notes due 2027 is \nExhibit 4.4 to Form 8-K, filed January 26, 2017, and are hereby incorporated by \nreference.\nThe instruments defining the rights of the holders of the 0.950% Notes due 2025, and \nthe 1.500% Notes due 2029 are Exhibits 4.1 and 4.2 to Form 8-K, filed May 22, \n2017, and are hereby incorporated by reference.\nThe instruments defining the rights of the holders of the 0.875% Notes due 2025, the \n1.250% Notes due 2027 and the 1.750% Notes due 2031 are Exhibits 4.2, 4.3 and 4.4 \nto Form 8-K, filed January 30, 2019, and are hereby incorporated by reference.\nThe instruments defining the rights of the holders of the 3.000% Notes due 2024, the"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c0812-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 19, "chroma:document": "3.300% Notes due 2026, the 3.500% Notes due 2029, the 4.150% Notes due 2039 \nand the 4.250% Notes due 2049 are Exhibits 4.4, 4.5, 4.6, 4.7 and 4.8 to Form 8-K, \nfiled May 14, 2019, and are hereby incorporated by reference.\nThe instruments defining the rights of the holders of the 0.300% Notes due 2028, the \n0.650% Notes due 2032 and the 1.200% Notes due 2040 are Exhibits 4.1, 4.2 and 4.3 \nto Form 8-K, filed February 10, 2020, and are hereby incorporated by reference.\nThe instruments defining the rights of the holders of the 1.700% Notes due 2027, the \n1.950% Notes due 2030, the 2.850% Notes due 2040 and the 2.950% Notes due 2050 \nare Exhibits 4.1, 4.2, 4.3 and 4.4 to Form 8-K, filed May 6, 2020, and are hereby \nincorporated by reference.\nThe instruments defining the rights of the holders of the 0.875% Notes due 2030, the \n1.250% Notes due 2034, the 2.200% Notes due 2027, the 2.720% Notes due 2032 \nand the 3.430% Notes due 2052 are Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5 to Form 8-K, \nfiled February 8, 2022, and are hereby incorporated by reference .\nThe instruments defining the rights of the holders of the 4.000% Notes due 2025, the \n4.150% Notes due 2027, the 4.400% Notes due 2032 and the 4.900% Notes due 2052"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c0862-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 19, "chroma:document": "are Exhibits 4.1, 4.2, 4.3 and 4.4 to Form 8-K, filed July 26, 2022, and are hereby \nincorporated by reference.\nThe instruments defining the rights of the holders of the 3.375% Notes due 2027, the \n3.625% Notes due 2031, the 3.750% Notes due 2035, the 4.000% Notes due 2043, \nthe 4.875% Notes due 2038, the 4.500% Notes due 2026, the 4.500% Notes due \n2028, the 4.750% Notes due 2033 and the 5.100% Notes due 2053 are Exhibits 4.1, \n4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9 to Form 8-K, filed February 3, 2023, and are \nhereby incorporated by reference.\nThe instruments defining the rights of the holders of the 4.700% Notes due 2026, the \n4.600% Notes due 2027, the 4.600% Notes due 2029, the 4.750% Notes due 2031, \nthe 4.900% Notes due 2034, the 5.250% Notes due 2044 and the 5.300% Notes due \n2054 are Exhibits 4.2, 4.3, 4.4, 4.5, 4.6, 4.7 and 4.8 to Form 8-K, filed February 2, \n2024, and are hereby incorporated by reference.\nIndenture dated as of October 1, 1993 between IBM and The Bank of New York \nMellon, (as successor to The Chase Manhattan Bank (National Association)) as \nTrustee, is Exhibit 4.1 to Form 10-Q for the quarter ended September 30, 2017, and \nis hereby incorporated by reference.\n18"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c08bc-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 20, "chroma:document": "First Supplemental Indenture to Indenture dated as of October 1, 1993 between IBM \nand The Bank of New York Mellon, (as successor to The Chase Manhattan Bank \n(National Association)) as Trustee, dated as of December 15, 1995, is Exhibit 4.2 to \nForm 10-Q for the quarter ended September 30, 2017, and is hereby incorporated by \nreference.\nIndenture dated as of February 2, 2024, between IBM International Capital Pte. Ltd., \nInternational Business Machines Corporation, as guarantor, and The Band of New \nYork Mellon, as trustee, is Exhibit 4.1 to Form 8-K, filed February 2, 2024, and is \nhereby incorporated by reference.\nDescription of Securities Registered under Section 12 of the Exchange Act. 4.1\nMaterial contracts\nThe IBM 2001 Long-Term Performance Plan, a compensatory plan, contained in \nRegistration Statement No. 333-87708 on Form S-8, as such amended plan was filed \nas Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2007, is hereby \nincorporated by reference.  (1)\nThe IBM PWCC Acquisition Long-Term Performance Plan, a compensatory plan, \ncontained in Registration Statement No. 333-102872 on Form S-8, as such amended \nplan was filed as Exhibit 10.2 to Form 10-Q for the quarter ended September 30, \n2007, is hereby incorporated by reference.  (1)\nThe IBM Red Hat Acquisition Long-Term Performance Plan, a compensatory plan, \ncontained in Registration Statement No. 333-232585 of Form S-8, as such amended \nplan was filed as Exhibit 4.8 to Form S-8 POS, filed on December 18, 2020, is \nhereby incorporated by reference.  (1)\nThe IBM 1999 Long-Term Performance Plan, a compensatory plan, contained in \nRegistration Statement No. 333-30424 on Form S-8, as such amended plan was filed \nas Exhibit 10.3 to Form 10-Q for the quarter ended September 30, 2007, is hereby"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c090c-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 20, "chroma:document": "incorporated by reference.  (1)\nThe IBM 1997 Long-Term Performance Plan, a compensatory plan, contained in \nRegistration Statement No. 333-31305 on Form S-8, as such amended plan was filed \nas Exhibit 10.4 to Form 10-Q for the quarter ended September 30, 2007, is hereby \nincorporated by reference.  (1)\nThe VMTurbo, Inc. Amended and Restated 2008 Stock Plan, a compensatory plan, \ncontained in Registration Statement No. 333-259965 on Form S-8, as such amended \nand restated plan was filed as Exhibit 4.3 to Form S-8, filed on October 1, 2021, is \nhereby incorporated by reference.  (1)\nForms of equity award agreements for (i) stock options, restricted stock, restricted \nstock units, cash-settled restricted stock units, SARS, (ii) performance share units \nand (iii) retention restricted stock unit awards as well as the Terms and Conditions of \nLTPP Equity Awards, effective October 1, 2018, in connection with the foregoing \naward agreements, filed as Exhibit 10.1 to Form 10-Q for the quarter ended \nSeptember 30, 2018 are hereby incorporated by reference.  (1)\nTerms and Conditions of LTPP equity award agreements was filed as Exhibit 10.2 to \nForm 10-Q for the quarter ended March 31, 2019, and is hereby incorporated by \nreference.  (1)\nForms of equity award agreements for stock options, restricted stock, restricted stock \nunits, cash-settled restricted stock units and SARS, as well as the Terms and \nConditions of LTPP Equity Awards, effective July 15, 2019, in connection with the \nforegoing award agreements, filed as Exhibit 10.1 to Form 10-Q for the quarter \nended June 30, 2019, are hereby incorporated by reference.  (1)\nForms of LTPP equity award agreements for (i) stock options, restricted stock, \nrestricted stock units, cash-settled restricted stock units, SARS, and (ii) performance"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c0966-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 20, "chroma:document": "share units, as well as the Terms and Conditions of LTPP Equity Awards, effective \nOctober 1, 2019, in connection with the foregoing award agreements, filed as Exhibit \n10.1 to Form 10-Q for the quarter ended September 30, 2019, are hereby \nincorporated by reference.  (1)\n19"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c09b6-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 21, "chroma:document": "Form of LTPP equity award agreement for performance share units and the terms and \nconditions of LTPP Equity Awards, effective December 17, 2019, in connection with \nthe foregoing award agreements, filed as Exhibit 10.1 to Form 10-K for the year \nended December 31, 2019, are hereby incorporated by reference.  (1)\nForm of LTPP equity award agreement for performance share units and the terms and \nconditions of LTPP Equity Awards, effective March 2, 2020, in connection with the \nforegoing award agreements, filed as Exhibit 10.1 to Form 10-Q for the quarter \nended March 31, 2020, are hereby incorporated by reference.  (1)\nTerms and Conditions of IBM LTPP Equity Awards, effective June 1, 2020, filed as \nExhibit 10.1 to Form 10-Q for the quarter ended June 30, 2020, are hereby \nincorporated by reference.  (1)\nTerms and Conditions of IBM LTPP Equity Awards, effective June 1, 2023, filed as \nExhibit 10.1 to Form 10-Q for the quarter ended June 30, 2023, are hereby \nincorporated by reference.  (1)\nForm of LTPP equity award agreement for performance share unites, effective, \nJanuary 1, 2021, filed as Exhibit 10.1 to Form 10-Q for the quarter ended March 1, \n2021, is hereby incorporated by reference.  (1)\nForms of LTPP equity award agreements for (i) stock options, restricted stock, \nrestricted stock units, cash-settled restricted stock units, SARS, (ii) performance \nshare units and (iii) retention restricted stock unit awards, effective June 1, 2021, \nfiled as Exhibit 10.1 to the Form 10-Q for the quarter ended June 30, 2021, are \nhereby incorporated by reference.  (1)\nForms of LTPP equity award agreements for (i) stock options, restricted stock, \nrestricted stock units, cash-settled restricted stock units, SARS, and (ii) performance"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c0a1a-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 21, "chroma:document": "share units, as well as the Terms and Conditions of LTPP Equity Awards, effective \nJanuary 1, 2022, in connection with the foregoing award agreements, filed as Exhibit \n10.1 to Form 10-K for the year ended December 31, 2021, are hereby incorporated \nby reference.  (1)\nForms of LTPP equity award agreements for (i) stock options, restricted stock, \nrestricted stock units, cash-settled restricted stock units, SARS, and (ii) performance \nshare units, as well as the Terms and Conditions of LTPP Equity Awards, effective \nFebruary 1, 2023, in connection with the foregoing award agreements, filed as \nExhibit 10.1 to Form 10-K for the year ended December 31, 2022, are hereby \nincorporated by reference.  (1)\nForms of LTPP equity award agreements for (i) stock options, restricted stock units, \ncash-settled restricted stock units, SARS, (ii) retention restricted stock units, cash-\nsettled retention restricted stock units, and (iii) performance share units, as well as \nthe Terms and Conditions of LTPP Equity Awards, effective July 1, 2023, in \nconnection with the foregoing award agreements, filed as Exhibit 10.2 to Form 10-Q \nfor the quarter ended June 30, 2023, are hereby incorporated by reference.  (1)\nAnnual Incentive Program, effective January 1, 2023, filed as Exhibit 10.3 for the \nquarter ended June 30, 2023, are hereby incorporated by reference.  (1)\nBoard of Directors compensatory plans, as described under the caption \u201cGovernance \nof the Board\u2014Director Compensation\u201d in IBM\u2019s definitive Proxy Statement to be \nfiled with the Securities and Exchange Commission and delivered to stockholders in \nconnection with the Annual Meeting of Stockholders to be held April 30, 2024, are \nhereby incorporated by reference. (1)\nThe IBM Non-Employee Directors Stock Option Plan, contained in Registration \nStatement 33-60227 on Form S-8, is hereby incorporated by reference.  (1)\nThe IBM Board of Directors Amended and Restated Deferred Compensation and"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c0a74-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 21, "chroma:document": "The IBM Board of Directors Amended and Restated Deferred Compensation and \nEquity Award Plan, a compensatory plan, as amended and restated effective January \n1, 2014, which was filed as Exhibit 10.1 to Form 10-K for the year ended December \n31, 2013, and is hereby incorporated by reference.  (1)\nAmendment No. 1 to the Amended and Restated Deferred Compensation and Equity \nAward Plan, effective January 30, 2018, which was filed as Exhibit 10.1 to Form 10-\nK for the year ended December 31, 2017, is hereby incorporated by reference.  (1)\n20"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c0ac4-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 22, "chroma:document": "Amendment No. 2 to the Amended and Restated Deferred Compensation and Equity \nAward Plan, effective December 13, 2022, filed as Exhibit 10.2 to Form 10-K for the \nyear ended December 31, 2022, are hereby incorporated by reference.  (1)\nThe IBM Supplemental Executive Retention Plan, a compensatory plan, as amended \nand restated through December 31, 2008, which was filed as Exhibit 10.2 to Form \n10-K for the year ended December 31, 2008, is hereby incorporated by reference.  (1)\nAmendment No. 1 to the IBM Supplemental Executive Retention Plan, a \ncompensatory plan, effective December 9, 2014, which was filed as Exhibit 10.1 to \nForm 10-K for the year ended December 31, 2014, and is hereby incorporated by \nreference.  (1)\nAmendment No. 2 to the IBM Supplemental Executive Retention Plan, a \ncompensatory plan, effective December 31, 2023.  (1)10.1\nThe IBM Excess Savings Plan, a compensatory plan (formerly the IBM Excess \n401(k) Plus Plan), as amended and restated through January 1, 2024. (1)10.2\nThe IBM 2003 Employees Stock Purchase Plan, contained in Registration Statement \n333-104806 on Form S-8, as amended through April 1, 2005, which was filed as \nExhibit 10.3 to Form 10-Q for the quarter ended March 31, 2005, is hereby \nincorporated by reference.  (1)\nForm of Noncompetition Agreement, filed as Exhibit 10.2 to Form 10-Q for the \nquarter ended March 31, 2009, is hereby incorporated by reference.  (1)\nForm of Noncompetition Agreement, filed as Exhibit 10.1 to Form 10-Q for the \nquarter ended March 31, 2012, is hereby incorporated by reference.  (1)\nForm of Noncompetition Agreement, filed as Exhibit 10.2 to Form 10-K for the year \nended December 31, 2015, is hereby incorporated by reference.  (1)"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c0b14-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 22, "chroma:document": "Form of Noncompetition Agreement, filed as Exhibit 10.3 to Form 10-Q for the \nquarter ended June 30, 2016, is hereby incorporated by reference.  (1)\nForm of Noncompetition Agreement, filed as Exhibit 10.1 to Form 10-K for the year \nended December 31, 2016, is hereby incorporated by reference.  (1)\nForm of Noncompetition Agreement, filed as Exhibit 10.3 to Form 10-K for the year \nended December 31, 2017, is hereby incorporated by reference.  (1)\nForm of Noncompetition Agreement, filed as Exhibit 10.2 to Form 10-Q for the \nquarter ended September 30, 2018, is hereby incorporated by reference.  (1)\nForm of Noncompetition Agreement, filed as Exhibit 10.2 to Form 10-K for the year \nended December 31, 2019, is hereby incorporated by reference.  (1)\nForm of Noncompetition Agreement, filed as Exhibit 10.2 to Form 10-K for the year \nended December 31, 2020, is hereby incorporated by reference.  (1)\nForm of Noncompetition Agreement, filed as Exhibit 10.2 to Form 10-K for the year \nended December 31, 2021, is hereby incorporated by reference.  (1)\nForm of Noncompetition Agreement, filed as Exhibit 10.4 to Form 10-K for the year \nended December 31, 2022, is hereby incorporate by reference. (1)\nLetter Agreement, signed by Gary Cohn and IBM, dated December 24, 2020, filed as \nExhibit 10.3 to Form 10-K for the year ended December 31, 2021, is hereby \nincorporated by reference.  (1)\nLetter Agreement, signed by Gary Cohn, dated December 24, 2020, filed as Exhibit \n10.4 to Form 10-K for the year ended December 31, 2021, is hereby incorporated by \nreference.  (1)\n$2,500,000,000 Three-Year Credit Agreement, dated as of June 22, 2021, among \nInternational Business Machines Corporation, the Subsidiary Borrowers parties"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c0b6e-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 22, "chroma:document": "International Business Machines Corporation, the Subsidiary Borrowers parties \nthereto, the several banks and other financial institutions from time to time parties to \nsuch agreement, JPMorgan Chase Bank, N.A., as Administrative Agent, BNP \nParibas, Citibank N.A. and Royal Bank of Canada, as Syndication Agents, and the \nDocumentation Agents named therein, filed as Exhibit 10.1 to Form 8-K, filed June \n25, 2021, is hereby incorporated by reference.\n21"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c0bbe-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 23, "chroma:document": "Amendment No. 1 to Three-Year Credit Agreement dated as of June 30, 2022, \namong International Business Machines Corporation, the several banks and other \nfinancial institutions from time to time parties to such agreement and JPMorgan \nChase Bank, N.A., as Administrative Agent, filed as Exhibit 10.1 to Form 8-K, filed \nJuly 1, 2022, is hereby incorporated by reference.\nConfirmation of Termination Date Extension dated June 15, 2023 to $2,500,000,000 \nThree-Year Credit Agreement dated as of June 22, 2021 (as amended by Amendment \nNo. 1 to Three-Year Credit Agreement, dated as of June 30, 2022), among IBM, the \nseveral banks and other financial institutions from time to time parties thereto, \nJPMorgan Chase Bank, N.A., as Administrative Agent, BNP Paribas, Citibank N.A. \nand Royal Bank of Canada, as Syndication Agents, and the Documentation Agents \nnamed therein, filed as Exhibit 10.1 to Form 8-K, filed June 16, 2023, is hereby \nincorporated by reference.\n$7,500,000,000 Five-Year Credit Agreement, dated as of June 22, 2021, among \nInternational Business Machines Corporation, the Subsidiary Borrowers parties \nthereto, the several banks and other financial institutions from time to time parties to \nsuch agreement, JPMorgan Chase Bank, N.A., as Administrative Agent, BNP \nParibas, Citibank, N.A. and Royal Bank of Canada, as Syndication Agents, and the \nDocumentation Agents named therein, filed as Exhibit 10.2 to Form 8-K, filed June \n25, 2021, is hereby incorporated by reference.\nAmendment No. 1 to Five-Year Credit Agreement dated as of June 30, 2022, among \nInternational Business Machiness Corporation, the several banks and other financial \ninstitutions from time to time parties to such agreement and JPMorgan Chase Bank, \nN.A., as Administrative Agent, filed as Exhibit 10.2 to Form 8-K, filed July 1, 2022, \nis hereby incorporated by reference."}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c0c18-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 23, "chroma:document": "is hereby incorporated by reference.\nConfirmation of Termination Date Extension dated June 15, 2023 to $7,500,000,000 \nFive-Year Credit Agreement dated as of June 22, 2021 (as amended by Amendment \nNo. 1 to Five-Year Credit Agreement, dated as of June 30, 2022), among IBM, the \nseveral banks and other financial institutions from time to time parties thereto, \nJPMorgan Chase Bank, N.A., as Administrative Agent, BNP Paribas, Citibank N.A. \nand Royal Bank of Canada, as Syndication Agents, and the Documentation Agents \nnamed therein, filed as Exhibit 10.2 to Form 8-K, filed June 16, 2023, is hereby \nincorporated by reference.\n(13) Annual Report to Security Holders  (2)13\n(21) Subsidiaries of the registrant 21\n(23) Consent of Independent Registered Public Accounting Firm 23.1\n(24) Powers of attorney 24.1\nResolution of the IBM Board of Directors authorizing execution of this Annual \nReport on Form 10-K by Powers of Attorney 24.2\n(31) Certification by CEO pursuant to Rule 13A-14(a) or 15D-14(a) of the Securities \nExchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley \nAct of 2002 . 31.1\nCertification by CFO pursuant to Rule 13A-14(a) or 15D-14(a) of the Securities \nExchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley \nAct of 2002 . 31.2\n(32) Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to \nSection 906 of the Sarbanes-Oxley Act of 2002 . 32.1\nCertification by CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to \nSection 906 of the Sarbanes-Oxley Act of 2002 . 32.2\n(97) International Business Machines Corporation  Executive Officer Compensation \nRecovery Policy 97"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c0c68-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 23, "chroma:document": "Recovery Policy 97\n101.INS XBRL Instance Document \u2013 the instance document does not appear on the \nInteractive Data File because its XBRL tags are embedded within the Inline XBRL \ndocument.\n101.SCH XBRL Taxonomy Extension Schema Document\n22"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c0cc2-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 24, "chroma:document": "101.CAL XBRL Taxonomy Extension Calculation Linkbase Document\n101.DEF XBRL Taxonomy Extension Definition Linkbase Document\n101.LAB XBRL Taxonomy Extension Label Linkbase Document\n101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 101\n104 Cover Page Interactive Data File - the cover page interactive data file does not appear \nin the Interactive Data file because its XBRL tags are embedded within the Inline \nXBRL document. 104\n(1) Management contract or compensatory plan or arrangement.\n(2) The Performance Graphs, set forth on  page 12 2 of IBM\u2019s 2023  Annual Report to Stockholders, are deemed to be furnished but not filed.\nItem 16. Form 10-K Summary:\nNone.\n23"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c0d44-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 25, "chroma:document": "1 of 2\nSIGNATURES\nPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly \ncaused this report to be signed on its behalf by the undersigned, thereunto duly authorized.\nINTERNATIONAL BUSINESS MACHINES\nCORPORATION\n(Registrant)\nBy: /s/ NICOL\u00c1S A. FEHRING\nNicol\u00e1s A. Fehring\nVice President and Controller\n(Chief Accounting Officer)\nDate: February 26, 2024\nPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the \nfollowing persons on behalf of the registrant and in the capacities and on the dates indicated.\nSignature Title Date\n/s/ ARVIND KRISHNA Chairman of the Board\nand Chief Executive OfficerFebruary 26, 2024Arvind Krishna\n/s/ JAMES J. KAVANAUGH Senior Vice President and Chief\nFinancial Officer, Finance and OperationsFebruary 26, 2024James J. Kavanaugh\n/s/ NICOL\u00c1S A. FEHRING Vice President and Controller\n(Chief Accounting Officer)February 26, 2024Nicol\u00e1s A. Fehring"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c0d9e-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 26, "chroma:document": "2 of 2\nBoard of Directors\nBy: /s/ FRANK SEDLARCIK\nFrank Sedlarcik\nMarianne C. Brown DirectorAttorney-in-fact\nFebruary 26, 2024\nThomas Buberl Director\nDavid N. Farr Director\nAlex Gorsky Director\nMichelle J. Howard Director\nAndrew N. Liveris Director\nF. William McNabb III Director\nMichael Miebach Director\nMartha E. Pollack Director\nJoseph R. Swedish Director\nPeter R. Voser Director\nFrederick H. Waddell Director\nAlfred W. Zollar Director"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c0dee-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 27, "chroma:document": "REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nON FINANCIAL STATEMENT SCHEDULE\nTo the Board of Directors and Stockholders of\nInternational Business Machines Corporation:\nOur audits of the consolidated financial statements referred to in our report dated February 26, 2024  appearing in the 2023  \nAnnual Report to Stockholders of International Business Machines Corporation (which report and consolidated financial \nstatements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial \nstatement schedule listed in Item 15(a)(2) of this Form 10-K. In our opinion, this financial statement schedule presents \nfairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated \nfinancial statements.\n/s/ PricewaterhouseCoopers LLP\nPricewaterhouseCoopers LLP\nNew York, New York\nFebruary 26, 2024"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c0e48-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 28, "chroma:document": "SCHEDULE I I\nINTERNATIONAL BUSINESS MACHINES CORPORATION AND SUBSIDIARY COMPANIES\nVALUATION AND QUALIFYING ACCOUNTS AND RESERVES\nFor the Years Ended December 31:\n(Dollars in Millions)\nDescriptionBalance at \nBeginning of \nPeriodAdditions/ \n(Deductions) Write-offsForeign \nCurrency \nand OtherBalance at \nEnd of \nPeriod\nAllowance For Credit Losses\n2023\n\u2013Current (1)$ 467  $ 13   $ (97) $ 48 $ 431  \n\u2013Noncurrent $ 28  $ (2) $ \u2014  $ 0 $ 27  \n2022\n\u2013Current (1)$ 418  $ 59  $ (55) $ 45 $ 467  \n\u2013Noncurrent $ 25  $ 6  $ 0  $ (2) $ 28  \n2021\n\u2013Current $ 503  $ (35) $ (46) $ (4) $ 418  \n\u2013Noncurrent $ 47  $ (21) $ 0 $ (2) $ 25  \nAllowance For Inventory Losses\n2023 $ 631  $ 201  $ (183) $ 9  $ 658  \n2022 $ 633  $ 162  $ (148) $ (15) $ 631  \n2021 $ 514  $ 240  $ (118) $ (3) $ 633  \nRevenue Based Provisions\n2023 $ 424  $ 500  $ (456) $ 12   $ 480  \n2022 $ 435  $ 620  $ (629) $ (2) $ 424  \n2021 $ 372  $ 627  $ (574) $ 10   $ 435  \n(1) Other i ncludes reserves related to discontinued operations.\n Additions/(Deductions) to the allowances represent changes in estimates of unrecoverable amounts in receivables and \ninventory and are recorded to expense and cost accounts, respectively. Amounts are written-off when they are deemed \nunrecoverable by the company. Additions/(Deductions) to Revenue Based Provisions represent changes in estimated \nreductions to revenue, primarily as a result of revenue-related programs, including customer and business partner rebates."}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c0ea2-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 28, "chroma:document": "Write-offs for Revenue Based Provisions represent reductions in the provision due to amounts remitted to customers and \nbusiness partners.\nS-1"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c0ef2-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 29, "chroma:document": "EXHIBIT 21\nINTERNATIONAL BUSINESS MACHINES CORPORATION SUBSIDIARIES\nSubsidiaries\u2014as of December 31, 2023\nIBM Argentina Sociedad de Responsabilidad Limitada Argentina  100 \nIBM Australia Limited Australia  100 \nIBM Global Financing Australia Limited Australia  100 \nIBM Oesterreich Internationale Bueromaschinen Gesellschaft m.b.H. Austria  100 \nRed Hat Austria GmbH Austria  100 \nIBM Bahamas Limited Bahamas  100 \nIBM Belgium Financial Services Company BV/SRL Belgium  100 \nInternational Business Machines of Belgium BV/SRL Belgium  100 \nWTC Insurance Corporation, Ltd. Bermuda  100 \nIBM Brasil\u2014Industria, Maquinas e Servicos Limitada Brazil  100 \nBanco IBM S.A. Brazil  100 \nIBM Bulgaria Ltd. Bulgaria  100 \nIBM Canada Limited\u2014IBM Canada Limitee Canada  100 \nIBM Global Financing Canada Corporation Canada  100 \nIBM de Chile S.A.C. Chile  100 \nIBM Global Financing de Chile SpA Chile  100 \nIBM (China) Investment Company Limited China (P.R.C.)  100 \nIBM (China) Co., Ltd. China (P.R.C.)  100 \nIBM de Colombia S.A.S. Colombia  100 \nIBM Business Transformation Center, S.r.l. Costa Rica  100 \nIBM Croatia Ltd./IBM Hrvatska d.o.o. Croatia  100 \nIBM Ceska Republika spol. s.r.o. Czech Republic  100 \nIBM Danmark ApS Denmark  100 \nIBM Global Financing Danmark ApS Denmark  100 \nRed Hat APS Denmark  100 \nIBM del Ecuador, C.A. Ecuador  100 \nIBM Egypt Business Support Services Egypt  100 \nIBM Eesti Osauhing (IBM Estonia Ou) Estonia  100 \nIBM Global Financing Finland Oy Finland  100 \nOy IBM Finland AB Finland  100 \nCompagnie IBM France, S.A.S. France  100 \nIBM France Financement, SAS France  100 \nRED HAT FRANCE France  100 \nIBM Deutschland GmbH Germany  100 \nIBM Deutschland Kreditbank GmbH Germany  100"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c0f4c-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 29, "chroma:document": "IBM Deutschland Kreditbank GmbH Germany  100 \nIBM Global Financing Deutschland GmbH Germany  100 \nRed Hat GmbH Germany  100 \nIBM Hellas Information Handling Systems S.A. Greece  100 \nIBM China/Hong Kong Limited Hong Kong  100 \nIBM Magyarorszagi Kft. Hungary  100 \nIBM India Private Limited India  100 Company NameState or country of \nincorporation or \norganizationVoting\npercent\nowned\ndirectly or \nindirectly by\nregistrant"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c0fb0-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 30, "chroma:document": "PT IBM Indonesia Indonesia  100 \nIBM Ireland Limited Ireland  100 \nIBM Ireland Product Distribution Limited Ireland  100 \nRED HAT LIMITED Ireland  100 \nIBM Israel Ltd. Israel  100 \nIBM Capital Italia S.r.l. Italy  100 \nIBM Italia Servizi Finanziari S.r.l. Italy  100 \nIBM Italia S.p.A. Italy  100 \nIBM Japan Credit LLC Japan  100 \nIBM Japan, Ltd. Japan  100 \nIBM East Africa Limited Kenya  100 \nIBM Korea, Inc. Korea (South)  100 \nIBM Kuwait SPC Kuwait  100 \n\"IBM Latvija\" SIA Latvia  100 \nUAB \u201cIBM Lietuva\u201d Lithuania  100 \nIBM Luxembourg Sarl Luxembourg  100 \nIBM CAPITAL MALAYSIA SDN. BHD. Malaysia  100 \nIBM Malaysia Sdn. Bhd. Malaysia  100 \nIBM Malta Limited Malta  100 \nInternational Business Machines (Mauritius) Limited Mauritius  100 \nIBM de Mexico, Comercializacion y Servicios S. de R.L. de C.V. Mexico  100 \nIBM Maroc Morocco  100 \nIBM International Group B.V. Netherlands  100 \nIBM Nederland B.V. Netherlands  100 \nIBM New Zealand Limited New Zealand  100 \nRED HAT NEW ZEALAND LIMITED New Zealand  100 \nInternational Business Machines West Africa Limited Nigeria  100 \nIBM Finans Norge AS Norway  100 \nInternational Business Machines AS Norway  100 \nIBM Capital Peru S.A.C. Peru  100 \nIBM del Peru, S.A.C. Peru  100 \nIBM Philippines, Incorporated Philippines  100 \nIBM Global Financing Polska Sp. z.o.o. Poland  100 \nIBM Polska Sp. z.o.o. Poland  100 \nCompanhia IBM Portuguesa, S.A. Portugal  100 \nIBM Qatar LLC Qatar  100 \nIBM Romania Srl Romania  100 \nIBM Middle East and North Africa RHQ LLC Saudi Arabia  100 \nIBM\u2014International Business Machines d.o.o., Belgrade Serbia  100"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c100a-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 30, "chroma:document": "IBM International Capital Pte. Ltd. Singapore  100 \nIBM Singapore Pte. Ltd. Singapore  100 \nRED HAT ASIA PACIFIC PTE. LTD. Singapore  100 \nIBM Slovensko spol s.r.o. Slovak Republic  100 \nIBM Slovenija d.o.o. Slovenia  100 Company NameState or country of \nincorporation or \norganizationVoting\npercent\nowned\ndirectly or \nindirectly by\nregistrant"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c105a-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 31, "chroma:document": "IBM Global Financing South Africa (Pty) Ltd South Africa  100 \nIBM South Africa (Pty) Ltd. South Africa  100 \nIBM Global Financing Espa\u00f1a, S.L.U. Spain  100 \nIBM Global Services Espa\u00f1a, S.A. Spain  100 \nInternational Business Machines, S.A. Spain  100 \nIBM Global Financing Sweden AB Sweden  100 \nIBM Svenska Aktiebolag Sweden  100 \nIBM Global Financing Schweiz GmbH Switzerland  100 \nIBM Schweiz AG\u2014IBM Suisse SA\u2014IBM Svizzera SA\u2014IBM Switzerland Ltd Switzerland  100 \nIBM Taiwan Corporation Taiwan  100 \nIBM Tanzania Limited Tanzania  100 \nIBM Capital (Thailand) Company Limited Thailand  100 \nIBM Thailand Company Limited Thailand  100 \nIBM Tunisie Tunisia  100 \nIBM (International Business Machines) Turk Limited Sirketi T\u00fcrkiye  100 \nIBM Ukraine Ukraine  100 \nIBM Middle East FZ\u2014LLC United Arab Emirates  100 \nIBM United Kingdom Limited United Kingdom  100 \nIBM United Kingdom Asset Leasing Limited United Kingdom  100 \nIBM United Kingdom Financial Services Limited United Kingdom  100 \nIBM del Uruguay, S.A. Uruguay  100 \nIBM Credit LLC USA (Delaware)  100 \nIBM International Group Capital LLC USA (Delaware)  100 \nIBM International Foundation USA (Delaware)  100 \nIBM World Trade Corporation USA (Delaware)  100 \nRed Hat, Inc. USA (Delaware)  100 \nSoftlayer Technologies, Inc. USA (Delaware)  100 \nIBM de Venezuela, S.C.A. Venezuela  100 \nIBM Vietnam Company Limited Vietnam  100 Company NameState or country of \nincorporation or \norganizationVoting\npercent\nowned\ndirectly or \nindirectly by\nregistrant"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c10b4-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 32, "chroma:document": "Exhibit 23.1\nCONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\nWe hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 002-77235, \n033-29022, 033-33458, 033-34406, 033-53777, 033-60225, 033-60227, 033-60237, 033-60815, 333-01411, 033-52931, \n033-33590, 333-76914, 333-87708, 333-09055, 333-23315, 333-31305, 333-41813, 333-44981, 333-48435, 333-81157, \n333-87751, 333-87859, 333-87925, 333-30424, 333-33692, 333-36510, 333-102872, 333-102870, 333-103471, \n333-104806, 333-114190, 333-131934, 333-138326, 333-138327, 333-148964, 333-170559, 333-171968, 333-196722, \n333-232585(1), 333-232585(2) and 333-259965) and Form S-3 (Nos. 033-49475(1), 033-31732, 333-03763, 333-27669, \n333-32690, 333-101034, 333-276739) of International Business Machines Corporation of our report dated February 26, \n2024  relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in \nthe 2023  Annual Report to Stockholders, which is incorporated by reference in this Annual Report on Form 10-K. We also \nconsent to the incorporation by reference of our report dated February 26, 2024  relating to the financial statement schedule \nwhich appears in this Form 10-K.\n/s/ PricewaterhouseCoopers LLP\nPricewaterhouseCoopers LLP\nNew York, New York\nFebruary 26, 2024"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c110e-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 33, "chroma:document": "Exhibit 31.1\nCERTIFICATION PURSUANT TO RULE 13A-14(a)/15D-14(a) OF THE SECURITIES\nEXCHANGE ACT OF 1934, AS\nADOPTED PURSUANT TO SECTION 302 OF THE\nSARBANES-OXLEY ACT OF 2002\nI, Arvind Krishna, certify that:\n1. I have reviewed this annual report on Form 10-K of International Business Machines Corporation;\n2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a \nmaterial fact necessary to make the statements made, in light of the circumstances under which such statements \nwere made, not misleading with respect to the period covered by this report;\n3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly \npresent in all material respects the financial condition, results of operations and cash flows of the registrant as of, \nand for, the periods presented in this report;\n4. The registrant\u2019s other certifying officer(s) and I are responsible for establishing and maintaining disclosure \ncontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over \nfinancial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:\na. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to \nbe designed under our supervision, to ensure that material information relating to the registrant, including \nits consolidated subsidiaries, is made known to us by others within those entities, particularly during the \nperiod in which this report is being prepared;\nb. designed such internal control over financial reporting, or caused such internal control over financial \nreporting to be designed under our supervision, to provide reasonable assurance regarding the reliability \nof financial reporting and the preparation of financial statements for external purposes in accordance with \ngenerally accepted accounting principles;\nc. evaluated the effectiveness of the registrant\u2019s disclosure controls and procedures and presented in this \nreport our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of \nthe period covered by this report based on such evaluation; and\nd. disclosed in this report any change in the registrant\u2019s internal control over financial reporting that"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c115e-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 33, "chroma:document": "occurred during the registrant\u2019s most recent fiscal quarter (the registrant\u2019s fourth fiscal quarter in the case \nof an annual report) that has materially affected, or is reasonably likely to materially affect, the \nregistrant\u2019s internal control over financial reporting; and\n5. The registrant\u2019s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal \ncontrol over financial reporting, to the registrant\u2019s auditors and the audit committee of registrant\u2019s board of \ndirectors (or persons performing the equivalent functions):\na. all significant deficiencies and material weaknesses in the design or operation of internal control over \nfinancial reporting which are reasonably likely to adversely affect the registrant\u2019s ability to record, \nprocess, summarize and report financial information; and\nb. any fraud, whether or not material, that involves management or other employees who have a significant \nrole in the registrant\u2019s internal control over financial reporting.\nDate: February 26, 2024\n/s/ ARVIND KRISHNA\nArvind Krishna \nChairman and Chief Executive Officer"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c11ae-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 34, "chroma:document": "Exhibit 31.2\nCERTIFICATION PURSUANT TO RULE 13A-14(a)/15D-14(a) OF THE SECURITIES\nEXCHANGE ACT OF 1934, AS \nADOPTED PURSUANT TO SECTION 302 OF THE\nSARBANES-OXLEY ACT OF 2002\nI, James J. Kavanaugh, certify that:\n1. I have reviewed this annual report on Form 10-K of International Business Machines Corporation;\n2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a \nmaterial fact necessary to make the statements made, in light of the circumstances under which such statements \nwere made, not misleading with respect to the period covered by this report;\n3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly \npresent in all material respects the financial condition, results of operations and cash flows of the registrant as of, \nand for, the periods presented in this report;\n4. The registrant\u2019s other certifying officer(s) and I are responsible for establishing and maintaining disclosure \ncontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over \nfinancial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:\na. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to \nbe designed under our supervision, to ensure that material information relating to the registrant, including \nits consolidated subsidiaries, is made known to us by others within those entities, particularly during the \nperiod in which this report is being prepared;\nb. designed such internal control over financial reporting, or caused such internal control over financial \nreporting to be designed under our supervision, to provide reasonable assurance regarding the reliability \nof financial reporting and the preparation of financial statements for external purposes in accordance with \ngenerally accepted accounting principles;\nc. evaluated the effectiveness of the registrant\u2019s disclosure controls and procedures and presented in this \nreport our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of \nthe period covered by this report based on such evaluation; and\nd. disclosed in this report any change in the registrant\u2019s internal control over financial reporting that"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c1208-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 34, "chroma:document": "occurred during the registrant\u2019s most recent fiscal quarter (the registrant\u2019s fourth fiscal quarter in the case \nof an annual report) that has materially affected, or is reasonably likely to materially affect, the \nregistrant\u2019s internal control over financial reporting; and\n5. The registrant\u2019s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal \ncontrol over financial reporting, to the registrant\u2019s auditors and the audit committee of registrant\u2019s board of \ndirectors (or persons performing the equivalent functions):\na. all significant deficiencies and material weaknesses in the design or operation of internal control over \nfinancial reporting which are reasonably likely to adversely affect the registrant\u2019s ability to record, \nprocess, summarize and report financial information; and\nb. any fraud, whether or not material, that involves management or other employees who have a significant \nrole in the registrant\u2019s internal control over financial reporting.\nDate: February 26, 2024\n/s/ JAMES J. KAVANAUGH\nJames J. Kavanaugh\nSenior Vice President and Chief Financial Officer"}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c1258-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 35, "chroma:document": "Exhibit 32.1\nINTERNATIONAL BUSINESS MACHINES CORPORATION\nCERTIFICATION PURSUANT TO\n18 U.S.C. SECTION 1350,\nAS ADOPTED PURSUANT TO\nSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002\nIn connection with the Annual Report of International Business Machines Corporation (the \u201cCompany\u201d) on Form \n10-K for the period ending December 31, 2023 , as filed with the Securities and Exchange Commission on the date hereof \n(the \u201cReport\u201d), I, Arvind Krishna, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. \nss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:\n(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act \nof 1934; and\n(2) The information contained in the Report fairly presents, in all material respects, the financial condition \nand results of operations of the Company.\n/s/ ARVIND KRISHNA\nArvind Krishna\nChairman and Chief Executive Officer\nFebruary 26, 2024\nA signed original of this written statement required by Section 906 has been provided to IBM and will be retained by IBM \nand furnished to the Securities and Exchange Commission or its staff upon request."}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c12b2-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 36, "chroma:document": "Exhibit 32.2\nINTERNATIONAL BUSINESS MACHINES CORPORATION\nCERTIFICATION PURSUANT TO\n18 U.S.C. SECTION 1350,\nAS ADOPTED PURSUANT TO\nSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002\nIn connection with the Annual Report of International Business Machines Corporation (the \u201cCompany\u201d) on Form \n10-K for the period ending December 31, 2023 , as filed with the Securities and Exchange Commission on the date hereof \n(the \u201cReport\u201d), I, James J. Kavanaugh, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant \nto 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:\n(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act \nof 1934; and\n(2) The information contained in the Report fairly presents, in all material respects, the financial condition \nand results of operations of the Company.\n/s/ JAMES J. KAVANAUGH\nJames J. Kavanaugh\nSenior Vice President and Chief Financial Officer\nFebruary 26, 2024\nA signed original of this written statement required by Section 906 has been provided to IBM and will be retained by IBM \nand furnished to the Securities and Exchange Commission or its staff upon request."}


created_at: 2024-06-08 06:19:44
topic: persistent://default/default/c73beabd-7314-4088-9399-3d1c466cffa3
id: ee8c1320-255e-11ef-be8d-0242ac1c000c
encoding: FLOAT32
metadata:
{"source": "dataset/IBM-10-k-2023.pdf", "page": 37, "chroma:document": "EXHIBITS OMITTED FROM THIS DOCUMENT\nIBM\u2019s 2023  ANNUAL REPORT TO STOCKHOLDERS\nDESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT\nAMENDMENT NO. 2 TO THE IBM SUPPLEMENTAL EXECUTIVE RETENTION PLAN, A COMPENSATORY \nPLAN, EFFECTIVE DECEMBER 31, 2023\nTHE IBM EXCESS SAVINGS PLAN, A COMPENSATORY PLAN (FORMALLY THE IBM EXCESS 401(K) PLUS \nPLAN), AS AMENDED AND RESTATED THROUGH JANUARY 1, 2024.\nPOWERS OF ATTORNEY\nCERTIFIED RESOLUTIONS OF THE IBM BOARD OF DIRECTORS AUTHORIZING EXECUTION OF THIS\nREPORT BY POWERS OF ATTORNEY\nINTERNATIONAL BUSINESS MACHINES CORPORATION EXECUTIVE OFFICER COMPENSATION \nRECOVERY POLICY\nCopies of these exhibits may be obtained without charge from Computershare Trust Company, N.A., P.O. Box\n43078, Providence, Rhode Island 02940-3078"}


