# embeddings_queue

created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5977f90-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 101, "chroma:document": "Table of Contents\nGoodwill and Intangibles Assets\nWe allocate goodwill to reporting units based on the expected benefit from business combinations. We evaluate our reporting units annually, as well as\nwhen changes in our operating segments occur. For changes in reporting units, we reassign goodwill using a relative fair value allocation approach. Goodwill is\ntested for impairment at the reporting unit level annually or more frequently if events or changes in circumstances would more likely than not reduce the fair\nvalue of a reporting unit below its carrying value. We have two reporting units subject to goodwill impairment testing. As of December 31, 2023, no\nimpairment of goodwill has been identified.\nWe evaluate the recoverability of finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying\namount of such assets may not be recoverable. The evaluation of these intangible assets are performed at the lowest level for which identifiable cash flows are\nlargely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the\nfuture undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review indicates that the carrying amount of\nfinite-lived intangible assets is not recoverable, and the assets fair value is less than the carrying amount, an impairment charge is recognized. We have not\nrecorded any material impairment charges during the years presented.\nOur finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. Indefinite-lived intangible assets are\nnot amortized. If an indefinite-lived intangible asset is subsequently determined to have a finite useful life, the asset will be tested for impairment and\naccounted for as a finite-lived intangible asset prospectively over its estimated remaining useful life. We routinely review the remaining estimated useful lives\nof finite-lived intangible assets. If we change the estimated useful life assumption for any asset, the remaining unamortized balance is amortized over the\nrevised estimated useful life.\nForeign Currency\nGenerally, the functional currency of our international subsidiaries is the local currency. We translate the financial statements of these subsidiaries to\nU.S. dollars using month-end rates of exchange for assets and liabilities, and average rates of exchange for revenue, costs, and expenses. Translation gains and"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5977fcc-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
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{"source": "dataset/Meta-10-k-2023.pdf", "page": 101, "chroma:document": "losses are recorded in accumulated other comprehensive income (loss) as a component of stockholders' equity. As of December 31, 2023 and 2022, we had\ncumulative translation losses, net of tax of $1.24 billion and $1.86 billion, respectively.\nForeign currency transaction gains and losses from transactions denominated in a currency other than the functional currency of the subsidiary involved\nare recorded within interest and other income (expense), net on our consolidated statements of income. Net losses resulting from foreign currency transactions\nwere $366 million, $81 million, and $140 million for the years ended December 31, 2023, 2022, and 2021, respectively.\nCredit Risk and Concentration\nOur financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash,\nmarketable securities, and accounts receivable. Cash equivalents consists mostly of money market funds, that primarily invest in U.S. government and agency\nsecurities. Marketable securities consist of investments in U.S. government securities, U.S. government agency securities, and investment grade corporate debt\nsecurities. As part of our cash management strategy, we concentrate cash deposits with large financial institutions and our marketable securities are held in\ndiversified highly rated securities. Our investment portfolio in corporate debt securities is highly liquid and diversified among individual issuers. The amount\nof credit losses recorded for the year ended December 31, 2023 was not material.\nAccounts receivable are typically unsecured and are derived from revenue earned from customers across different industries and countries. We generated\n37%, 40%, and 41% of our revenue for the years ended December 31, 2023, 2022, and 2021, respectively, from marketers and developers based in the United\nStates, with a majority of the revenue outside of the United States in 2023 coming from customers located in western Europe, China, Brazil, Australia, Canada\nand Japan.\nWe perform ongoing credit evaluations of our customers and generally do not require collateral. We maintain an allowance for estimated credit losses,\nand bad debt expense on these losses was not material during the years ended\n101"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5978012-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
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{"source": "dataset/Meta-10-k-2023.pdf", "page": 102, "chroma:document": "Table of Contents\nDecember 31, 2023, 2022, or 2021. In the event that accounts receivable collection cycles deteriorate, our operating results and financial position could be\nadversely affected.\nNo customer represented 10% or more of total revenue during the years ended December 31, 2023, 2022, and 2021.\nRecently Adopted Accounting Pronouncements\nOn April 1, 2023 we early adopted Accounting Standards Update (ASU) No. 2023-01, Leases (Topic 842): Common Control Arrangements (ASU 2023-\n01), which requires leasehold improvements associated with common control leases to be amortized over the useful life to the common control group. The\nadoption of this new standard did not have a material impact on our consolidated financial statements.\nAccounting Pronouncements Not Yet Adopted\nIn November 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to\nReportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This\nguidance will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early\nadoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. We do not expect\nthe adoption of this guidance to have a material impact on our consolidated financial statements.\nIn December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which\nimproves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate\nreconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax\ndisclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption,\nthe guidance can be applied prospectively or retrospectively. We do not expect the adoption of this guidance to have a material impact on our consolidated\nfinancial statements.\n102"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5978058-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
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{"source": "dataset/Meta-10-k-2023.pdf", "page": 103, "chroma:document": "Table of Contents\nNote 2. Revenue\nRevenue disaggregated by revenue source and by segment consists of the following (in millions):\nYear Ended December 31, \n2023 2022 2021\nAdvertising $ 131,948 $ 113,642 $ 114,934 \nOther revenue 1,058 808 721 \nFamily of Apps 133,006 114,450 115,655 \nReality Labs 1,896 2,159 2,274 \nTotal revenue $ 134,902 $ 116,609 $ 117,929 \nRevenue disaggregated by geography, based on the addresses of our customers, consists of the following (in millions):\n Year Ended December 31, \n 2023 2022 2021\nUnited States and Canada $ 52,888 $ 50,150 $ 51,541 \nEurope 31,210 26,681 29,057 \nAsia-Pacific 36,154 27,760 26,739 \nRest of World 14,650 12,018 10,592 \nTotal revenue $ 134,902 $ 116,609 $ 117,929 \n_________________________\n(1) United States revenue was $49.78 billion, $47.20 billion, and $48.38 billion for the years ended December 31, 2023, 2022, and 2021, respectively .\n(2) China revenue was $13.69 billion, $7.40 billion, and $7.59 billion for the years ended December 31, 2023, 2022, and 2021, respectively .\n(3) Europe includes Russia and Turkey , and Rest of World includes Africa, Latin America, and the Middle East.\nOur total deferred revenue was $675 million and $526 million as of December 31, 2023 and 2022, respectively. As of December 31, 2023, we expect\n$626 million of our deferred revenue to be realized in less than a year.(1)\n(3)\n (2)\n(3)\n103"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5978094-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
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{"source": "dataset/Meta-10-k-2023.pdf", "page": 104, "chroma:document": "Table of Contents\nNote 3. Restructuring\n2023 Restructuring\nIn March 2023, we announced three rounds of planned layoffs to further reduce our company size by approximately 10,000 employees across the Family\nof Apps (FoA) and Reality Labs (RL) segments (the 2023 Restructuring). Impacted employees in our recruiting, technology, and business groups were notified\nduring March 2023 to May 2023. As of December 31, 2023, we have completed these employee layoffs. In certain regions, a small portion of the impacted\nemployees continue to be included in our reported headcount through 2024. We recognized $1.20 billion pre-tax severance and related personnel costs across\nthe FoA and RL segments during the year ended December 31, 2023 in accordance with ASC Topic 420, Exit or Disposal Cost Obligations, where applicable.\nA summary of our 2023 Restructuring pre-tax charges, including subsequent adjustments, recorded for severance and related personnel costs during the\nyear ended December 31, 2023 is as follows (in millions):\nYear Ended December 31,\n2023\nResearch and development $ 422 \nMarketing and sales 308 \nGeneral and administrative 467 \nTotal $ 1,197 \n____________________________\n(1)    Includes $101 million of share-based compensation expense recognized for the 2023 layof fs during the year ended December 31, 2023.\nThe 2023 Restructuring charges recorded under our FoA segment were $1.10 billion and RL segment were $96 million during the year ended\nDecember 31, 2023.\nThe following is a summary of changes in the accrued severance and other personnel liabilities related to the 2023 layoff activities, included within\naccrued expenses and other current liabilities on our consolidated balance sheets (in millions):\nSeverance Liabilities\nBalance as of January 1, 2023 $ \u2014 \nSeverance and other personnel costs 1,097 \nCash payments (1,021)\nBalance as of December 31, 2023 $ 76 \n2022 Restructuring\nIn 2022, we initiated several measures to pursue greater efficiency and to realign our business and strategic priorities. These measures included a"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a59780d0-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 104, "chroma:document": "facilities consolidation strategy to sublease, early terminate, or abandon several office buildings under operating leases, a layoff of approximately 11,000\nemployees across the FoA and RL segments, and a pivot towards a next generation data center design, including cancellation of multiple data center projects\n(the 2022 Restructuring). As of December 31, 2023, we have completed the data center initiatives and the 2022 employee layoffs, and substantially completed\nthe facilities consolidation initiatives.(1)\n104"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5978116-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
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{"source": "dataset/Meta-10-k-2023.pdf", "page": 105, "chroma:document": "Table of Contents\nA summary of our 2022 Restructuring pre-tax charges for the years ended December 31, 2023 and 2022, including subsequent adjustments, is as follows\n(in millions):\nYear Ended December 31, 2023 Year Ended December 31, 2022\nFacilities\nConsolidationSeverance and\nOther Personnel\nCostsData Center\nAssets TotalFacilities\nConsolidationSeverance and\nOther Personnel\nCostsData Center\nAssets Total\nCost of revenue $ 177 $ \u2014 $ (224)$ (47)$ 154 $ \u2014 $ 1,341 $ 1,495 \nResearch and development 1,581 (9) \u2014 1,572 1,311 408 \u2014 1,719 \nMarketing and sales 396 (1) \u2014 395 404 234 \u2014 638 \nGeneral and administrative 352 (17) \u2014 335 426 333 \u2014 759 \nTotal $ 2,506 $ (27)$ (224)$ 2,255 $ 2,295 $ 975 $ 1,341 $ 4,611 \n____________________________________\n(1) Relates to changes in estimates in our data center restructuring char ges recorded during 2022.\nTotal restructuring charges recorded under our FoA segment were $1.74 billion and $4.10 billion, and RL segment were $516 million and $515 million\nfor the years ended December 31, 2023 and 2022, respectively.\nThe following is a summary of changes in the severance and other personnel liabilities related to the 2022 layoff activities, included within accrued\nexpenses and other current liabilities on our consolidated balance sheets (in millions):\nSeverance Liabilities\nBalance as of January 1, 2022 $ \u2014 \nSeverance and other personnel costs 975 \nCash payments (203)\nBalance as of December 31, 2022 772 \nAdjustments and foreign exchange (35)\nCash payments (737)\nBalance as of December 31, 2023 $ \u2014 (1)\n105"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5978166-8e1f-11ef-b504-acde48001122
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{"source": "dataset/Meta-10-k-2023.pdf", "page": 106, "chroma:document": "Table of Contents\nNote 4. Earnings per Share\nWe compute earnings per share (EPS) of Class A and Class B common stock using the two-class method. As the liquidation and dividend rights for both\nClass A and Class B common stock are identical, the undistributed earnings are allocated on a proportionate basis to the weighted-average number of common\nshares outstanding for the period.\nBasic EPS is computed by dividing net income by the weighted-average number of shares of our Class A and Class B common stock outstanding. For\nthe calculation of diluted EPS, net income for basic EPS is adjusted by the effect of dilutive securities, including restricted stock units (RSUs) awards under our\nEquity Incentive Plan.\nIn addition, the computation of the diluted EPS of Class A common stock assumes the conversion of our Class B common stock to Class A common\nstock, while the diluted EPS of Class B common stock does not assume the conversion of those shares to Class A common stock. Diluted EPS is computed by\ndividing the resulting net income by the weighted-average number of fully diluted common shares outstanding.\nFor the years ended December 31, 2023 and 2022, approximately 16 million and 95 million shares of Class A common stock equivalents of RSUs were\nexcluded from the diluted EPS calculation, respectively, as including them would have an anti-dilutive effect. RSUs with anti-dilutive effect were not material\nfor the year ended December 31, 2021.\nBasic and diluted EPS are the same for each class of common stock because they are entitled to the same liquidation and dividend rights.\nThe numerators and denominators of the basic and diluted EPS computations for our common stock are calculated as follows (in millions, except per\nshare amounts):\n Year Ended December 31,\n 2023 2022 2021\n Class\nAClass\nBClass\nAClass\nBClass\nAClass\nB \nBasic EPS:       \nNumerator       \nNet income $33,722 $ 5,376 $19,729 $ 3,471 $33,328 $ 6,042 \nDenominator       \nShares used in computation of basic earnings per share 2,220 354 2,285 402 2,383 432"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5978210-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 106, "chroma:document": "Basic EPS $ 15.19 $ 15.19 $ 8.63 $ 8.63 $ 13.99 $ 13.99 \nDiluted EPS:     \nNumerator       \nNet income $33,722 $ 5,376 $19,729 $ 3,471 $33,328 $ 6,042 \nReallocation of net income as a result of conversion of Class B to\nClass A common stock 5,376 \u2014 3,471 \u2014 6,042 \u2014 \nReallocation of net income to Class B common stock \u2014 (112) \u2014 (19) \u2014 (93)\nNet income for diluted EPS $39,098 $ 5,264 $23,200 $ 3,452 $39,370 $ 5,949 \nDenominator       \nShares used in computation of basic earnings per share 2,220 354 2,285 402 2,383 432 \nConversion of Class B to Class A common stock 354 \u2014 402 \u2014 432 \u2014 \nWeighted-average effect of dilutive RSUs 55 \u2014 15 \u2014 44 \u2014 \nShares used in computation of diluted earnings per share 2,629 354 2,702 402 2,859 432 \nDiluted EPS $ 14.87 $ 14.87 $ 8.59 $ 8.59 $ 13.77 $ 13.77 \n106"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5978274-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
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{"source": "dataset/Meta-10-k-2023.pdf", "page": 107, "chroma:document": "Table of Contents\nNote 5. Financial Instruments\nInstruments Measured at Fair Value\nWe classify our cash equivalents and marketable debt securities within Level 1 or Level 2 because we use quoted market prices or alternative pricing\nsources and models utilizing market observable inputs to determine their fair value. Certain other assets are classified within Level 3 because factors used to\ndevelop the estimated fair value are unobservable inputs that are not supported by market activity.\nThe following tables summarize our assets measured at fair value on a recurring basis and the classification by level of input within the fair value\nhierarchy (in millions):\n  Fair Value Measurement at Reporting Date Using\nDescription December 31, 2023Quoted Prices in Active\nMarkets for\nIdentical Assets\n(Level 1)Significant Other\nObservable Inputs\n(Level 2)Significant Unobservable\nInputs\n(Level 3)\nCash $ 6,265 \nCash equivalents:\nMoney market funds 32,910 $ 32,910 $ \u2014 $ \u2014 \nU.S. government and agency securities 2,206 2,206 \u2014 \u2014 \nTime deposits 261 \u2014 261 \u2014 \nCorporate debt securities 220 \u2014 220 \u2014 \nTotal cash and cash equivalents 41,862 35,116 481 \u2014 \nMarketable securities:\nU.S. government securities 8,439 8,439 \u2014 \u2014 \nU.S. government agency securities 3,498 3,498 \u2014 \u2014 \nCorporate debt securities 11,604 \u2014 11,604 \u2014 \nTotal marketable securities 23,541 11,937 11,604 \u2014 \nRestricted cash equivalents 857 857 \u2014 \u2014 \nOther assets 101 \u2014 \u2014 101 \nTotal $ 66,361 $ 47,910 $ 12,085 $ 101 \n107"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a59782b0-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
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{"source": "dataset/Meta-10-k-2023.pdf", "page": 108, "chroma:document": "Table of Contents\n  Fair Value Measurement at Reporting Date Using\nDescription December 31, 2022Quoted Prices in Active\nMarkets for\nIdentical Assets\n(Level 1)Significant Other\nObservable Inputs\n(Level 2)Significant Unobservable\nInputs\n(Level 3)\nCash $ 6,176 \nCash equivalents:\nMoney market funds 8,305 $ 8,305 $ \u2014 $ \u2014 \nU.S. government and agency securities 16 16 \u2014 \u2014 \nTime deposits 156 \u2014 156 \u2014 \nCorporate debt securities 28 \u2014 28 \u2014 \nTotal cash and cash equivalents 14,681 8,321 184 \u2014 \nMarketable securities:\nU.S. government securities 8,708 8,708 \u2014 \u2014 \nU.S. government agency securities 4,989 4,989 \u2014 \u2014 \nCorporate debt securities 12,335 \u2014 12,335 \u2014 \nMarketable equity securities 25 25 \u2014 \u2014 \nTotal marketable securities 26,057 13,722 12,335 \u2014 \nRestricted cash equivalents 583 583 \u2014 \u2014 \nOther assets 157 \u2014 \u2014 157 \nTotal $ 41,478 $ 22,626 $ 12,519 $ 157 \nUnrealized Losses\nThe following tables summarize our available-for-sale marketable debt securities and cash equivalents with unrealized losses as of December 31, 2023\nand 2022, aggregated by major security type and the length of time that individual securities have been in a continuous loss position (in millions):\nDecember 31, 2023\nLess than 12 months 12 months or greater Total\nFair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses\nU.S. government securities $ 336 $ (1)$ 7,041 $ (275)$ 7,377 $ (276)\nU.S. government agency securities 71 \u2014 3,225 (164) 3,296 (164)\nCorporate debt securities 647 (3) 10,125 (491) 10,772 (494)\nTotal $ 1,054 $ (4)$ 20,391 $ (930)$ 21,445 $ (934)\nDecember 31, 2022\nLess than 12 months 12 months or greater Total"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a59782f6-8e1f-11ef-b504-acde48001122
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{"source": "dataset/Meta-10-k-2023.pdf", "page": 108, "chroma:document": "Less than 12 months 12 months or greater Total\nFair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses\nU.S. government securities $ 5,008 $ (234)$ 3,499 $ (247)$ 8,507 $ (481)\nU.S. government agency securities 524 (17) 4,415 (308) 4,939 (325)\nCorporate debt securities 4,555 (249) 7,256 (634) 11,811 (883)\nTotal $ 10,087 $ (500)$ 15,170 $ (1,189)$ 25,257 $ (1,689)\nThe decrease in the gross unrealized losses for the year ended December 31, 2023 is mostly due to a shorter average portfolio duration. The allowance\nfor credit losses and the gross unrealized gains on our marketable debt securities were not material as of December 31, 2023 and 2022.\n108"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5978328-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
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{"source": "dataset/Meta-10-k-2023.pdf", "page": 109, "chroma:document": "Table of Contents\nContractual Maturities\nThe following table classifies our marketable debt securities by contractual maturities (in millions):\nDecember 31, 2023\nDue within one year $ 7,120 \nDue after one year to five years 16,421 \nTotal $ 23,541 \nInstruments Measured at Fair Value on Non-recurring Basis\nOur non-marketable equity securities accounted for using the measurement alternative are measured at fair value on a non-recurring basis and are\nclassified within Level 3 of the fair value hierarchy because we use significant unobservable inputs to estimate their fair value. Assets remeasured at fair value\non a non-recurring basis within Level 3 during the years ended December 31, 2023 and 2022 were $53 million and $198 million, respectively. For additional\ninformation, see Note 6 \u2014 Non-marketable Equity Securities.\nNote 6. Non-marketable Equity Securities\nOur non-marketable equity securities are investments in privately-held companies without readily determinable fair values. The following table\nsummarizes our non-marketable equity securities that were measured using measurement alternative and equity method (in millions):\nDecember 31,\n2023 2022\nNon-marketable equity securities under measurement alternative:\nInitial cost $ 6,389 $ 6,388\nCumulative upward adjustments 293 293\nCumulative impairment/downward adjustments (599) (497)\nCarrying value 6,083 6,184\nNon-marketable equity securities under equity method 58 17\nTotal $ 6,141 $ 6,201\nDuring the years ended December 31, 2023, 2022 and 2021, impairment and downward adjustments recorded for our non-marketable equity securities\nthat were measured using measurement alternative was $101 million, $447 million, and immaterial, respectively.\n109"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597836e-8e1f-11ef-b504-acde48001122
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{"source": "dataset/Meta-10-k-2023.pdf", "page": 110, "chroma:document": "Table of Contents\nNote 7. Property and Equipment\nProperty and equipment, net consists of the following (in millions):\n December 31,\n 2023 2022\nLand $ 2,080 $ 1,874 \nServers and network assets 46,838 34,330 \nBuildings 37,961 27,720 \nLeasehold improvements 6,972 6,522 \nEquipment and other 7,416 5,642 \nFinance lease right-of-use assets 4,185 3,353 \nConstruction in progress 24,269 25,052 \nProperty and equipment, gross 129,721 104,493 \nLess: Accumulated depreciation (33,134) (24,975)\nProperty and equipment, net $ 96,587 $ 79,518 \nConstruction in progress includes costs mostly related to construction of data centers, network infrastructure and servers. As of December 31, 2023, and\n2022, construction in progress also included $1.40 billion and $2.18 billion of servers and network assets components stored by our suppliers until required by\nour design manufacturers to fulfill certain purchase orders, respectively.\nDepreciation expense on property and equipment was $11.02 billion, $8.50 billion, and $7.56 billion for the years ended December 31, 2023, 2022, and\n2021, respectively. Within property and equipment, our servers and network assets depreciation expenses were $7.32 billion, $5.29 billion, and $4.94 billion for\nthe years ended December 31, 2023, 2022, and 2021, respectively. During the year ended December 31, 2023, we capitalized $283 million of interest expense\nrelated to certain eligible construction in progress assets.\nDuring the years ended December 31, 2023, and 2022, we recorded $671 million and $508 million of impairment losses mostly for leasehold\nimprovements assets as part of our facilities consolidation restructuring efforts, respectively. For additional information, see Note 3 \u2014 Restructuring.\nNote 8. Leases\nWe have entered into various non-cancelable operating lease agreements mostly for our offices, data centers, and colocations. We have also entered into"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a59783b4-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
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{"source": "dataset/Meta-10-k-2023.pdf", "page": 110, "chroma:document": "various non-cancelable finance lease agreements for certain network infrastructure. Our leases have original lease periods expiring between 2024 and 2093.\nMany leases include one or more options to renew.\nThe components of lease costs are as follows (in millions):\nYear Ended December 31,\n2023 2022 2021\nFinance lease cost:\nAmortization of right-of-use assets $ 349 $ 380 $ 344 \nInterest 20 16 15 \nOperating lease cost 2,091 1,857 1,540 \nVariable lease cost and other, net 580 363 272 \nTotal lease cost $ 3,040 $ 2,616 $ 2,171 \n110"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a59783fa-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 111, "chroma:document": "Table of Contents\nWe also recorded $1.76 billion and $1.71 billion net impairment losses for operating lease right-of-use assets as a part of our facilities consolidation\nrestructuring efforts for the years ended December 31, 2023, and 2022, respectively. For additional information, see Note 3 \u2014 Restructuring.\nSupplemental balance sheet information related to lease liabilities is as follows:\nDecember 31,\n2023 2022\nWeighted-average remaining lease term:\nFinance leases 14.0 years 14.4 years\nOperating leases 11.6 years 12.5 years\nWeighted-average discount rate:\nFinance leases 3.4 % 3.1 %\nOperating leases 3.7 % 3.2 %\nThe following is a schedule, by years, of maturities of lease liabilities as of December 31, 2023 (in millions):\nOperating Leases Finance Leases\n2024 $ 2,219 $ 111 \n2025 2,330 64 \n2026 2,264 64 \n2027 2,233 60 \n2028 2,112 60 \nThereafter 12,491 492 \nTotal undiscounted cash flows 23,649 851 \nLess: Imputed interest (4,800) (161)\nPresent value of lease liabilities $ 18,849 $ 690 \nLease liabilities, current $ 1,623 $ 90 \nLease liabilities, non-current 17,226 600 \nPresent value of lease liabilities $ 18,849 $ 690 \n_________________\n(1)    Lease liabilities include operating leases under restructuring as a part of our facilities consolidation ef forts. For additional information, see Note 3 \u2014 Restructuring.\nThe table above does not include lease payments that were not fixed at commencement or lease modification. As of December 31, 2023, we have\nadditional operating and finance leases, that have not yet commenced, with lease obligations of approximately $7.07 billion and $1.37 billion, respectively,\nmostly for data centers, colocations, and network infrastructure. These operating and finance leases will commence between 2024 and 2028 with lease terms of\ngreater than one year to 30 years.(1)\n(1)\n111"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5978440-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 112, "chroma:document": "Table of Contents\nSupplemental cash flow information related to leases is as follows (in millions):\nYear Ended December 31,\n2023 2022 2021\nCash paid for amounts included in the measurement of lease liabilities:\nOperating cash flows for operating leases $ 2,233 $ 1,654 $ 1,406 \nOperating cash flows for finance leases $ 20 $ 16 $ 15 \nFinancing cash flows for finance leases $ 1,058 $ 850 $ 677 \nLease liabilities arising from obtaining right-of-use assets:\nOperating leases $ 4,370 $ 4,366 $ 4,466 \nFinance leases $ 588 $ 223 $ 160 \n_________________\n(1)    Cash flows for operating leases during the year ended December 31, 2023 include cash paid for terminations of certain operating leases .\nNote 9. Acquisitions, Goodwill, and Intangible Assets\nDuring the year ended December 31, 2023, we completed business acquisitions with total purchase consideration of $467 million in cash, including\n$88 million and $352 million allocated to intangible assets and goodwill, respectively. Goodwill generated from these business acquisitions was primarily\nattributable to expected synergies and potential monetization opportunities. The amount of goodwill generated that was deductible for tax purposes was not\nmaterial. Acquisition-related costs were immaterial and were expensed as incurred. Pro forma historical results of operations related to these business\nacquisitions have not been presented because they are not significant to our consolidated financial statements, either individually or in aggregate. We have\nincluded the financial results of these acquired businesses in our consolidated financial statements from their respective dates of acquisition.\nChanges in the carrying amount of goodwill by reportable segment for the years ended December 31, 2023 and 2022 are as follows (in millions):\nFamily of Apps Reality Labs Total\nGoodwill at December 31, 2021 $ 18,458 $ 739 $ 19,197 \nAcquisitions 773 364 1,137 \nAdjustments 19 (47) (28)\nGoodwill at December 31, 2022 19,250 1,056 20,306 \nAcquisitions \u2014 357 357 \nAdjustments (4) (5) (9)"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5978486-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 112, "chroma:document": "Adjustments (4) (5) (9)\nGoodwill at December 31, 2023 $ 19,246 $ 1,408 $ 20,654  (1)\n112"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a59784c2-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 113, "chroma:document": "Table of Contents\nThe following table sets forth the major categories of the intangible assets and their weighted-average remaining useful lives (in millions):\nDecember 31, 2023 December 31, 2022\nWeighted-\nAverage\nRemaining\nUseful Lives\n (in years)Gross Carrying\nAmountAccumulated\nAmortizationNet Carrying\nAmountGross Carrying\nAmountAccumulated\nAmortizationNet Carrying\nAmount\nAcquired technology 4.7 $ 478 $ (182)$ 296 $ 507 $ (144)$ 363 \nAcquired patents 2.4 287 (233) 54 380 (289) 91 \nOther 2.3 28 (15) 13 86 (25) 61 \nTotal finite-lived assets 793 (430) 363 973 (458) 515 \nTotal indefinite-lived assets N/A 425 \u2014 425 382 \u2014 382 \nTotal intangible assets $ 1,218 $ (430)$ 788 $ 1,355 $ (458)$ 897 \nAmortization expense of intangible assets for the years ended December 31, 2023, 2022, and 2021 was $161 million, $185 million, and $407 million,\nrespectively.\nAs of December 31, 2023, expected amortization expense for the unamortized finite-lived intangible assets for the next five years and thereafter is as\nfollows (in millions):\n2024 $ 136 \n2025 97 \n2026 46 \n2027 24 \n2028 15 \nThereafter 45 \nTotal $ 363 \n113"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a59784fe-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 114, "chroma:document": "Table of Contents\nNote 10. Long-term Debt\nAs of December 31, 2023, we had $18.50 billion of fixed-rate senior unsecured notes (the Notes), including $10.0 billion issued in August 2022 and\n$8.50 billion issued in May 2023. The following table summarizes the Notes and the carrying amount of our debt (in millions, except percentages):\nMaturity Stated Interest RateEffective Interest\nRate December 31, 2023 December 31, 2022\nAugust 2022 debt:\n2027 Notes 2027 3.50% 3.63% $ 2,750 $ 2,750 \n2032 Notes 2032 3.85% 3.92% 3,000 3,000 \n2052 Notes 2052 4.45% 4.51% 2,750 2,750 \n2062 Notes 2062 4.65% 4.71% 1,500 1,500 \nMay 2023 debt:\n2028 Notes 2028 4.60% 4.68% 1,500 \n2030 Notes 2030 4.80% 4.90% 1,000 \n2033 Notes 2033 4.95% 5.00% 1,750 \n2053 Notes 2053 5.60% 5.64% 2,500 \n2063 Notes 2063 5.75% 5.79% 1,750 \nTotal face amount of long-term debt 18,500 10,000 \nUnamortized discount and issuance costs, net (115) (77)\nLong-term debt $ 18,385 $ 9,923 \nEach series of the Notes in the table above rank equally with each other. Interest on the Notes is payable semi-annually in arrears. We may redeem the\nNotes at any time, in whole or in part, at specified redemption prices. We are not subject to any financial covenants under the Notes. Interest expense, net of\ncapitalized interest, recognized on the debt was $420 million and $160 million for the years ended December 31, 2023 and 2022, respectively."}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597854e-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 114, "chroma:document": "The total estimated fair value of our outstanding debt was $18.48 billion and $8.63 billion as of December 31, 2023 and 2022, respectively. The fair\nvalue was determined based on the closing trading price per $100 of the Notes and is categorized accordingly as Level 2 in the fair value hierarchy.\nAs of December 31, 2023, future principal payments for the Notes, by year, are as follows (in millions):\n2024 through 2026 $ \u2014 \n2027 2,750 \n2028 1,500 \nThereafter 14,250 \nTotal outstanding debt $ 18,500 \n114"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597859e-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 115, "chroma:document": "Table of Contents\nNote 11. Liabilities\nThe components of accrued expenses and other current liabilities are as follows (in millions):\nDecember 31,\n2023 2022\nLegal-related accruals $ 6,592 $ 4,795 \nAccrued compensation and benefits 6,659 4,591 \nAccrued property and equipment 2,213 2,921 \nAccrued taxes 3,655 2,339 \nOther current liabilities 5,506 4,906 \nAccrued expenses and other current liabilities $ 24,625 $ 19,552 \n_________________________\n(1) Includes accruals for estim ated fines, settlements, or other losses in connection with legal and related matters, as well as other legal fees. For further information, see Legal\nand Related Matters  in Note 12 \u2014 Commitments and Contingencies.\nThe components of other liabilities are as follows (in millions):\nDecember 31,\n2023 2022\nIncome tax payable, non-current $ 7,514 $ 6,645 \nOther non-current liabilities 1,370 1,119 \nOther liabilities $ 8,884 $ 7,764 \nNote 12. Commitments and Contingencies\nContractual Commitments\nWe have $16.49 billion of non-cancelable contractual commitments as of December 31, 2023, which are primarily related to our investments in servers,\nnetwork infrastructure, and consumer hardware products in Reality Labs. The following is a schedule, by years, of non-cancelable contractual commitments as\nof December 31, 2023 (in millions):\n2024 $ 12,105 \n2025 1,152 \n2026 417 \n2027 218 \n2028 127 \nThereafter 2,470 \nTotal $ 16,489 \nAdditionally, as part of the normal course of business, we have entered into multi-year agreements to purchase renewable energy that do not specify a\nfixed or minimum volume commitment or to purchase certain server components that do not specify a fixed or minimum price commitment. We enter into\nthese agreements in order to secure either volume or price. Using the expected volume consumption, the total estimated spend related to our renewable energy"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a59785e4-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 115, "chroma:document": "agreements as of December 31, 2023 is approximately $15.12 billion, a majority of which is due beyond five years. The ultimate spend under these agreements\nmay vary and will be based on actual volume purchased.(1)\n115"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5978616-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 116, "chroma:document": "Table of Contents\nLegal and Related Matters\nWith respect to the cases, actions, and inquiries described below, we evaluate the associated developments on a regular basis and accrue a liability when\nwe believe a loss is probable and the amount can be reasonably estimated. In addition, we believe there is a reasonable possibility that we may incur a loss in\nsome of these matters. With respect to the matters described below that do not include an estimate of the amount of loss or range of possible loss, such losses or\nrange of possible losses either cannot be estimated or are not individually material, but we believe there is a reasonable possibility that they may be material in\nthe aggregate.\nWe are also party to various other legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary\ncourse of business. Additionally, we are required to comply with various legal and regulatory obligations around the world. The requirements for complying\nwith these obligations may be uncertain and subject to interpretation and enforcement by regulatory and other authorities, and any failure to comply with such\nobligations could eventually lead to asserted legal or regulatory action. With respect to these other legal proceedings, claims, regulatory, tax, or government\ninquiries and investigations, and other matters, asserted and unasserted, we evaluate the associated developments on a regular basis and accrue a liability when\nwe believe a loss is probable and the amount can be reasonably estimated. In addition, we believe there is a reasonable possibility that we may incur a loss in\nsome of these other matters. We believe that the amount of losses or any estimable range of possible losses with respect to these other matters will not, either\nindividually or in the aggregate, have a material adverse effect on our business and consolidated financial statements.\nThe ultimate outcome of the legal and related matters described in this section, such as whether the likelihood of loss is remote, reasonably possible, or\nprobable, or if and when the reasonably possible range of loss is estimable, is inherently uncertain. Therefore, if one or more of these matters were resolved\nagainst us for amounts in excess of management's estimates of loss, our results of operations and financial condition, including in a particular reporting period\nin which any such outcome becomes probable and estimable, could be materially adversely affected.\nFor information regarding income tax contingencies, see Note 15 \u2014 Income Taxes.\nPrivacy and Related Matters"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597865c-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 116, "chroma:document": "Privacy and Related Matters\nBeginning on March 20, 2018, multiple putative class actions were filed in state and federal courts in the United States and elsewhere against us and\ncertain of our directors and officers alleging various causes of action in connection with our platform and user data practices as well as the misuse of certain\ndata by a developer that shared such data with third parties in violation of our terms and policies, and seeking unspecified damages and injunctive relief. With\nrespect to the putative class actions alleging fraud and violations of consumer protection, privacy, and other laws in connection with the same matters, several\nof the cases brought on behalf of consumers in the United States were consolidated in the U.S. District Court for the Northern District of California (In re\nFacebook, Inc., Consumer Privacy User Profile Litigation). On September 9, 2019, the court granted, in part, and denied, in part, our motion to dismiss the\nconsolidated putative consumer class action. On December 22, 2022, the parties entered into a settlement agreement to resolve the lawsuit, which provides for\na payment of $725 million by us. The settlement was approved by the court on October 10, 2023, and the payment was made in November 2023. In addition,\nour platform and user data practices, as well as the events surrounding the misuse of certain data by a developer, became the subject of U.S. Federal Trade\nCommission (FTC), state attorneys general, and other government inquiries in the United States, Europe, and other jurisdictions. We entered into a settlement\nand modified consent order to resolve the FTC inquiry, which took effect in April 2020. Among other matters, our settlement with the FTC required us to pay a\npenalty of $5.0 billion which was paid in April 2020 upon the effectiveness of the modified consent order. The state attorneys general inquiry and certain\ngovernment inquiries in other jurisdictions remain ongoing. On July 16, 2021, a stockholder derivative action was filed in Delaware Court of Chancery against\ncertain of our directors and officers asserting breach of fiduciary duty and related claims relating to our historical platform and user data practices, as well as\nour settlement with the FTC. On July 20, 2021, other stockholders filed an amended derivative complaint in a related Delaware Chancery Court action,"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5978698-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 116, "chroma:document": "asserting breach of fiduciary duty and related claims against certain of our current and former directors and officers in connection with our historical platform\nand user data practices. On November 4, 2021, the lead plaintiffs filed a second amended and consolidated complaint in the stockholder derivative action. The\npending consolidated matter is In re Facebook Inc. Derivative Litigation. On January 19, 2022, we filed a motion to dismiss, which was denied in part on May\n10, 2023. The insider trading claim was dismissed as to all defendants except Mark Zuckerberg, and the motion was denied as to the breach of fiduciary duty\nclaims.\n116"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a59786d4-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 117, "chroma:document": "Table of Contents\nOn May 3, 2023, the FTC filed a public administrative proceeding (In the Matter of Facebook, Inc.) seeking substantial changes to the modified consent\norder, which took effect in April 2020 after its entry by the U.S. District Court for the District of Columbia. The changes sought by the FTC are set forth in a\nproposed order and include, among others, a prohibition on our use of minors' data for any commercial purposes, changes to the composition of our board of\ndirectors, and significant limitations on our ability to modify and launch new products. On May 31, 2023, we filed a motion before the U.S. District Court for\nthe District of Columbia (USA v. Facebook, Inc.) seeking to enjoin the FTC from further pursuing its agency process to modify the modified consent order. On\nNovember 27, 2023, the district court denied our motion, and we have appealed to the U.S. Court of Appeals for the District of Columbia Circuit (U.S. v.\nFacebook, Inc.) and sought to stay the FTC proceeding pending resolution of the appeal. On January 12, 2024, the district court denied our motion for a stay\npending appeal and, on January 25, 2024, we filed a motion for a stay pending appeal before the Court of Appeals. On November 29, 2023, we separately filed\na complaint, also in the U.S. District Court for the District of Columbia (Meta Platforms, Inc. v. FTC), asserting constitutional challenges to the structure of the\nFTC, and seeking to preliminarily enjoin the FTC proceeding during the pendency of the litigation. On December 13, 2023, the FTC filed an opposition to our\nmotion for preliminary injunction and a motion to dismiss the complaint. Oral argument on our motion to enjoin and the FTC\u2019s motion to dismiss is scheduled\nfor March 1, 2024. If the FTC proceeding is not enjoined or stayed, our response in the proceeding will be due on March 15, 2024, after which time the FTC\ncould amend the order to impose these additional requirements set forth in the proposed order. We should have the opportunity to appeal an FTC decision\nmodifying the order and could request the appellate court to stay the enforcement of the modifications to the order while the appeal is pending. It is unclear\nwhether the appeal or the request for a stay would be successful."}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597871a-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 117, "chroma:document": "whether the appeal or the request for a stay would be successful.\nWe also notify the Irish Data Protection Commission (IDPC), our lead European Union privacy regulator under the General Data Protection Regulation\n(GDPR), of certain other personal data breaches and privacy issues, and are subject to inquiries and investigations by the IDPC and other European regulators\nregarding various aspects of our regulatory compliance. For example, on May 12, 2023, the IDPC issued a Final Decision concluding that Meta Platforms\nIreland's reliance on Standard Contractual Clauses in respect of certain transfers of European Economic Area (EEA) Facebook user data was not in compliance\nwith the GDPR. The IDPC issued an administrative fine of EUR \u20ac1.2 billion as well as corrective orders, which is described further in \"Legal Proceedings\"\ncontained in Part I, Item 3 of this Annual Report on Form 10-K. The interpretation of the GDPR is still evolving, including through decisions of the Court of\nJustice of the European Union, and draft decisions in investigations by the IDPC are subject to review by other European privacy regulators as part of the\nGDPR's cooperation and consistency mechanisms, which may lead to significant changes in the final outcome of such investigations. As a result, the\ninterpretation and enforcement of the GDPR, as well as the imposition and amount of penalties for non-compliance, are subject to significant uncertainty.\nAlthough we are vigorously defending our regulatory compliance, we have accrued significant amounts for loss contingencies related to these inquiries and\ninvestigations in Europe, and we believe there is a reasonable possibility that additional accruals for losses related to these matters could be material\nindividually or in the aggregate.\nOn February 14, 2022, the State of Texas filed a lawsuit against us in Texas state court (Texas v. Meta Platforms, Inc.) alleging that \"tag suggestions\" and\nother uses of facial recognition technology violated the Texas Capture or Use of Biometric Identifiers Act and the Texas Deceptive Trade Practices-Consumer\nProtection Act, and seeking statutory damages and injunctive relief. The case is currently scheduled for trial in June 2024.\nBeginning on June 7, 2021, multiple putative class actions were filed against us alleging that we improperly received individuals' information from\nthird-party websites or apps via our business tools in violation of our terms and various state and federal laws and seeking unspecified damages and injunctive"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5978760-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 117, "chroma:document": "relief (for example, In re Meta Pixel Healthcare Litigation; In re Meta Pixel Tax Filing Cases; Frasco v. Flo Health, Inc.; Doe v. Hey Favor, Inc. et al.; Doe v.\nGoodRx Holdings, Inc. et al. in the U.S. District Court for the Northern District of California; and Rickwalder, et al. v. Meta Platforms, Inc. in the California\nSupreme Court).\nCompetition\nWe are subject to various litigation and government inquiries and investigations, formal or informal, by competition authorities in the United States,\nEurope, and other jurisdictions. Such investigations, inquiries, and lawsuits concern, among other things, our business practices in the areas of social\nnetworking or social media services, digital advertising, and/or mobile or online applications, as well as our acquisitions. For example, in 2019 we became the\nsubject of antitrust investigations by the FTC, and U.S. Department of Justice. On December 9, 2020, the FTC filed a complaint (FTC v. Meta Platforms, Inc.)\nagainst us in the U.S. District Court for the District of Columbia alleging that we engaged in anticompetitive conduct and unfair methods of competition in\nviolation of Section 5 of the Federal Trade Commission Act and Section 2 of\n117"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597879c-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 118, "chroma:document": "Table of Contents\nthe Sherman Act, including by acquiring Instagram in 2012 and WhatsApp in 2014 and by maintaining conditions on access to our platform. The FTC sought a\npermanent injunction against our company's alleged violations of the antitrust laws, and other equitable relief, including divestiture or reconstruction of\nInstagram and WhatsApp. On June 28, 2021, the court granted our motion to dismiss the complaint filed by the FTC with leave to amend. On August 19, 2021,\nthe FTC filed an amended complaint, and on October 4, 2021, we filed a motion to dismiss this amended complaint. On January 11, 2022, the court denied our\nmotion to dismiss the FTC's amended complaint. Multiple putative class actions have also been filed in state and federal courts in the United States and in the\nUnited Kingdom against us alleging violations of antitrust laws and other causes of action in connection with these acquisitions and/or other alleged\nanticompetitive conduct, and seeking damages and injunctive relief. Several of the cases brought on behalf of certain advertisers and users in the United States\nwere consolidated in the U.S. District Court for the Northern District of California (Klein et al., v. Meta Platforms, Inc.). On January 14, 2022, the court\ngranted, in part, and denied, in part, our motion to dismiss the consolidated actions. On March 1, 2022, a first amended consolidated complaint was filed in the\nputative class action brought on behalf of certain advertisers. On December 6, 2022, the court denied our motion to dismiss the first amended consolidated\ncomplaint filed in the putative class action brought on behalf of certain advertisers. In December 2022, the European Commission issued a Statement of\nObjections alleging that we tie Facebook Marketplace to Facebook and use data in a manner that infringes European Union competition rules.\nSecurities and Other Actions\nBeginning on March 20, 2018, multiple putative class actions and derivative actions were filed in state and federal courts in the United States and\nelsewhere against us and certain of our directors and officers alleging violations of securities laws, breach of fiduciary duties, and other causes of action in\nconnection with our platform and user data practices as well as the misuse of certain data by a developer that shared such data with third parties in violation of"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a59787ec-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 118, "chroma:document": "our terms and policies, and seeking unspecified damages and injunctive relief. Beginning on July 27, 2018, two putative class actions were filed in federal court\nin the United States against us and certain of our directors and officers alleging violations of securities laws in connection with the disclosure of our earnings\nresults for the second quarter of 2018 and seeking unspecified damages. These two actions subsequently were transferred and consolidated in the U.S. District\nCourt for the Northern District of California (In Re Facebook, Inc. Securities Litigation) with the putative securities class action described above relating to our\nplatform and user data practices. In a series of orders in 2019 and 2020, the district court granted our motions to dismiss the plaintiffs' claims. On January 17,\n2022, the plaintiffs filed a notice of appeal of the order dismissing their case, and on October 18, 2023, the U.S. Court of Appeals for the Ninth Circuit issued\nits decision affirming in part and reversing in part the district court's order dismissing the plaintiffs' case.\nWe are also subject to other government inquiries and investigations relating to our business activities and disclosure practices. For example, beginning\nin September 2021, we became subject to government investigations and requests relating to a former employee's allegations and release of internal company\ndocuments concerning, among other things, our algorithms, advertising and user metrics, and content enforcement practices, as well as misinformation and\nother undesirable activity on our platform, and user well-being. We have since received additional requests relating to these and other topics. Beginning on\nOctober 27, 2021, multiple putative class actions and derivative actions were filed in the U.S. District Court for the Northern District of California against us\nand certain of our directors and officers alleging violations of securities laws, breach of fiduciary duties, and other causes of action in connection with the same\nmatters, and seeking unspecified damages. Ohio Pub. Empl. Ret. Sys. v. Meta Platforms, Inc.\nOn March 8, 2022, a putative class action was filed in the U.S. District Court for the Northern District of California against us and certain of our\ndirectors and officers alleging violations of securities laws in connection with the disclosure of our earnings results for the fourth quarter of 2021 and seeking"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5978832-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 118, "chroma:document": "unspecified damages (Plumbers & Steamfitters Local 60 Pension Trust v. Meta Platforms, Inc.). On July 18, 2023, the court dismissed the claims against Meta\nand its officers with leave to amend. On September 18, 2023, the plaintiffs filed an amended complaint.\nYouth-Related Actions\nBeginning in January 2022, we became subject to litigation and other proceedings that were filed in various federal and state courts alleging that\nFacebook and Instagram cause \"social media addiction\" in users, with most proceedings focused on those under 18 years old, resulting in various mental health\nand other harms. Putative class actions have been filed in the United States and Canada on behalf of users in those jurisdictions, and numerous school districts,\nmunicipalities, and one state in the United States have filed public nuisance claims based on similar allegations. On October 6, 2022, the federal cases were\ncentralized in the U.S. District Court for the Northern District of California (In re Social Media Adolescent\n118"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5978864-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 119, "chroma:document": "Table of Contents\nAddiction Product Liability Personal Injury Litigation). On October 13, 2023, in In re Social Media Cases, the Los Angeles County Superior Court presiding\nover the California state court proceedings sustained in part and overruled in part our demurrer as to the plaintiff's claims. Beginning in October 2023,\nadditional U.S. states have filed lawsuits on these topics in various federal and state courts. These additional lawsuits include allegations regarding violations of\nthe Children's Online Privacy Protection Act (COPPA) as well as violations of state laws concerning consumer protection, unfair business practices, and\nproducts liability, with proceedings focused on our alleged business practices and harms to users under 18 years old. These lawsuits seek damages and\ninjunctive relief, and include cases filed by various state attorneys general in In re Social Media Adolescent Addiction Product Liability Personal Injury\nLitigation in the U.S. District Court for the Northern District of California, as well as various state courts around the country. We are also subject to government\ninvestigations and requests from multiple regulators concerning the use of our products, and the alleged mental and physical health and safety impacts on users,\nparticularly younger users.\nOther Actions\nBeginning on August 15, 2018, multiple putative class actions were filed against us alleging that we inflated our estimates of the potential audience size\nfor advertisements, resulting in artificially increased demand and higher prices. The cases were consolidated in the U.S. District Court for the Northern District\nof California (DZ Reserve v. Facebook, Inc.) and seek unspecified damages and injunctive relief. In a series of rulings in 2019, 2021, and 2022, the court\ndismissed certain of the plaintiffs' claims, but permitted their fraud and unfair competition claims to proceed. On March 29, 2022, the court granted the\nplaintiffs' motion for class certification. On June 21, 2022, the U.S. Court of Appeals for the Ninth Circuit granted our petition for permission to appeal the\ndistrict court's class certification order, and the court heard argument on September 12, 2023. The case is stayed in the district court pending appeal.\nBeginning on July 7, 2023, multiple putative class actions were filed against us in the U.S. District Court for the Northern District of California (Kadrey,"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5978896-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 119, "chroma:document": "et al. v. Meta Platforms, Inc. and Chabon, et al. v. Meta Platforms, Inc.) and U.S. District Court for the Southern District of New York (Huckabee, et al. v. Meta\nPlatforms, Inc. et al.), which was subsequently transferred to the U.S. District Court for the Northern District of California) alleging that we used various\ncopyrighted books and materials to train our artificial intelligence models, and seeking unspecified damages and injunctive relief.\nIn addition, we are subject to litigation and other proceedings involving law enforcement and other regulatory agencies, including in particular in Brazil,\nRussia, and other countries in Europe, in order to ascertain the precise scope of our legal obligations to comply with the requests of those agencies, including\nour obligation to disclose user information in particular circumstances. A number of such instances have resulted in the assessment of fines and penalties\nagainst us. We believe we have multiple legal grounds to satisfy these requests or prevail against associated fines and penalties, and we intend to vigorously\ndefend such fines and penalties.\nIndemnifications\nIn the normal course of business, to facilitate transactions of services and products, we have agreed to indemnify certain parties with respect to certain\nmatters. We have agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or out of intellectual property\ninfringement or other claims made by third parties. These agreements may limit the time within which an indemnification claim can be made and the amount of\nthe claim. In addition, we have entered into indemnification agreements with our officers, directors, and certain employees, and our certificate of incorporation\nand bylaws contain similar indemnification obligations.\nIt is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification\nclaims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under these agreements have not had a\nmaterial impact on our consolidated financial statements. In our opinion, as of December 31, 2023, there was not a reasonable possibility we had incurred a\nmaterial loss with respect to indemnification of such parties. We have not recorded any liability for costs related to indemnification through December 31,\n2023.\n119"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a59788dc-8e1f-11ef-b504-acde48001122
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metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 120, "chroma:document": "Table of Contents\nNote 13. Stockholders' Equity\nCommon Stock\nOur certificate of incorporation authorizes the issuance of Class A common stock and Class B common stock. As of December 31, 2023, we are\nauthorized to issue 5,000 million shares of Class A common stock and 4,141 million shares of Class B common stock, each with a par value of $0.000006 per\nshare. Holders of our Class A common stock and Class B common stock are entitled to dividends when, as, and if declared by our board of directors, subject to\nthe rights of the holders of all classes of stock outstanding having priority rights to dividends. The holder of each share of Class A common stock is entitled to\none vote, while the holder of each share of Class B common stock is entitled to ten votes. Shares of our Class B common stock are convertible into an\nequivalent number of shares of our Class A common stock and generally convert into shares of our Class A common stock upon transfer. Class A common\nstock and Class B common stock are collectively referred to as common stock throughout the notes to these financial statements, unless otherwise noted.\nAs of December 31, 2023, there were 2,211 million shares of Class A common stock and 350 million shares of Class B common stock issued and\noutstanding.\nCapital Return Program\nShare Repurchase\nOur board of directors has authorized a share repurchase program of our Class A common stock, which commenced in January 2017 and does not have\nan expiration date. As of December 31, 2022, $10.87 billion remained available and authorized for repurchases under this program. In January 2023, an\nadditional $40 billion of repurchases was authorized under this program. In 2023, we repurchased and subsequently retired 92 million shares of our Class A\ncommon stock for an aggregate amount of $20.03 billion, which includes the 1% excise tax accruals as a result of the Inflation Reduction Act of 2022. As of\nDecember 31, 2023, $30.93 billion remained available and authorized for repurchases. In January 2024, an additional $50 billion of repurchases was authorized\nunder this program.\nThe timing and actual number of shares repurchased under the repurchase program depend on a variety of factors, including price, general business and"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5978918-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 120, "chroma:document": "market conditions, and other investment opportunities. Shares may be repurchased through open market purchases or privately negotiated transactions,\nincluding through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.\nDividend\nOn February 1, 2024, we announced the initiation of our first ever cash dividend program. This cash dividend of $0.50 per share of common stock is\nequivalent to $2.00 per share on an annual basis. The first cash dividend will be paid on March 26, 2024 to all holders of record of common stock at the close\nof business on February 22, 2024.\nSubject to legally available funds and future declaration by our board of directors, we currently intend to continue to pay a quarterly cash dividend on\nour outstanding common stock. The declaration and payment of future dividends is at the sole discretion of our board of directors after taking into account\nvarious factors, including our financial condition, operating results, available cash, and current and anticipated cash needs.\nShare-based Compensation Plan\nWe have one active share-based employee compensation plan, the 2012 Equity Incentive Plan (Amended 2012 Plan), which was amended in each of\nJune 2016, February 2018, and December 2022. Our Amended 2012 Plan provides for the issuance of incentive and nonqualified stock options, restricted stock\nawards, stock appreciation rights, RSUs, performance shares, and stock bonuses to qualified employees, directors, and consultants. Shares that are withheld in\nconnection with the net settlement of RSUs or forfeited are added to the reserves of the Amended 2012 Plan.\nOn March 1, 2023, the number of shares available for issuance under the Amended 2012 Plan increased by 425 million shares pursuant to the December\n2022 amendment. As of December 31, 2023, there were 494 million shares of our Class A common stock reserved for future issuance under our Amended 2012\nPlan.\n120"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5978968-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 121, "chroma:document": "Table of Contents\nThe following table summarizes our share-based compensation expense, which consists of the RSU expense, by line item in our consolidated statements\nof income (in millions):\nYear Ended December 31, \n2023 2022 2021\nCost of revenue $ 740 $ 768 $ 577 \nResearch and development 11,429 9,361 7,106 \nMarketing and sales 952 1,004 837 \nGeneral and administrative 906 859 644 \nTotal share-based compensation expense $ 14,027 $ 11,992 $ 9,164 \nThe following table summarizes the activities for our unvested RSUs for the year ended December 31, 2023:\nNumber of SharesWeighted-Average Grant\nDate Fair Value Per\nShare\n(in thousands)\nUnvested at December 31, 2022 127,110 $ 216.93 \nGranted 112,066 $ 202.46 \nVested (65,402)$ 210.74 \nForfeited (24,712)$ 210.39 \nUnvested at December 31, 2023 149,062 $ 209.85 \nThe weighted-average grant date fair value of RSUs granted in the years ended December 31, 2022 and 2021 was $195.66 and $305.40, respectively.\nThe fair value as of the respective vesting dates of RSUs that vested during the years ended December 31, 2023, 2022, and 2021 was $17.46 billion,\n$9.44 billion, and $14.42 billion, respectively. The income tax benefit recognized related to awards vested during the years ended December 31, 2023, 2022,\nand 2021 was $3.65 billion, $2.00 billion, and $3.08 billion, respectively.\nAs of December 31, 2023, there was $29.46 billion of unrecognized share-based compensation expense related to RSU awards. This unrecognized\ncompensation expense is expected to be recognized over a weighted-average period of approximately three years based on vesting under the award service\nconditions.\nNote 14. Interest and Other Income (Expense), Net\nThe following table presents the detail of interest and other income (expense), net (in millions):\nYear Ended December 31,"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597899a-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 121, "chroma:document": "Year Ended December 31,\n2023 2022 2021\nInterest income $ 1,639 $ 461 $ 484 \nInterest expense (446) (185) (23)\nForeign currency exchange losses, net (366) (81) (140)\nOther income (expense), net (150) (320) 210 \nInterest and other income (expense), net $ 677 $ (125)$ 531 \n121"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a59789d6-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 122, "chroma:document": "Table of Contents\nNote 15. Income Taxes\nThe components of income before provision for income taxes are as follows (in millions):\n Year Ended December 31, \n 2023 2022 2021\nDomestic $ 43,499 $ 25,025 $ 43,669 \nForeign 3,929 3,794 3,615 \nIncome before provision for income taxes $ 47,428 $ 28,819 $ 47,284 \nThe provision for income taxes consists of the following (in millions):\n Year Ended December 31, \n 2023 2022 2021\nCurrent:    \nFederal $ 4,934 $ 6,094 $ 4,971 \nState 577 874 548 \nForeign 2,688 1,928 1,786 \nTotal current tax expense 8,199 8,896 7,305 \nDeferred:    \nFederal 67 (2,776) 585 \nState 123 (405) 43 \nForeign (59) (96) (19)\nTotal deferred tax (benefits)/expense 131 (3,277) 609 \nProvision for income taxes $ 8,330 $ 5,619 $ 7,914 \n \nA reconciliation of the U.S. federal statutory income tax rates to our effective tax rate is as follows (in percentages):\n Year Ended December 31, \n 2023 2022 2021\nU.S. federal statutory income tax rate 21.0 % 21.0 % 21.0 %\nState income taxes, net of federal benefit 1.1 1.0 1.0 \nShare-based compensation (0.6) 2.6 (1.7)\nResearch and development tax credits (1.5) (2.4) (1.3)\nForeign-derived intangible income deduction (4.3) (7.0) (3.5)\nEffect of non-U.S. operations 0.9 3.0 0.9 \nOther 1.0 1.3 0.3 \nEffective tax rate 17.6 % 19.5 % 16.7 %\n122"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5978a12-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 123, "chroma:document": "Table of Contents\nOur deferred tax assets (liabilities) are as follows (in millions):\n December 31, \n 2023 2022\nDeferred tax assets:   \nLoss carryforwards $ 353 $ 234 \nTax credit carryforwards 2,028 1,576 \nShare-based compensation 459 368 \nAccrued expenses and other liabilities 2,168 1,627 \nLease liabilities 3,752 3,200 \nCapitalized research and development 9,292 8,175 \nUnrealized losses in securities and investments 232 489 \nOther 487 621 \nTotal deferred tax assets 18,771 16,290 \nLess: valuation allowance (2,879) (2,493)\nDeferred tax assets, net of valuation allowance 15,892 13,797 \nDeferred tax liabilities:   \nDepreciation and amortization (8,320) (6,296)\nRight-of-use assets (2,708) (2,555)\nTotal deferred tax liabilities (11,028) (8,851)\nNet deferred tax assets $ 4,864 $ 4,946 \nThe valuation allowance was approximately $2.88 billion and $2.49 billion as of December 31, 2023 and 2022, respectively, primarily related to U.S.\nstate tax credit carryforwards, U.S. foreign tax credits, unrealized losses in marketable securities, and certain foreign tax attributes for which we do not believe\na tax benefit is more likely than not to be realized.\nAs of December 31, 2023, the U.S. federal and state net operating loss carryforwards were $200 million and $2.78 billion, which will begin to expire in\n2035 and 2031, respectively, if not utilized. We have federal tax credit carryforwards of $490 million, which will begin to expire in 2029, if not utilized, and\nstate tax credit carryforwards of $4.08 billion, most of which do not expire.\nUtilization of our net operating loss and tax credit carryforwards may be subject to substantial annual limitations due to the ownership change limitations\nprovided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net operating loss and tax"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5978a62-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 123, "chroma:document": "credit carryforwards before their utilization. The events that may cause ownership changes include, but are not limited to, a cumulative stock ownership change\nof greater than 50% over a three\u2011year period.\nThe following table reflects changes in the gross unrecognized tax benefits (in millions):\n Year Ended December 31, \n 2023 2022 2021\nGross unrecognized tax benefits \u2011 beginning of period $ 10,757 $ 9,807 $ 8,692 \nIncreases related to prior year tax positions 168 210 328 \nDecreases related to prior year tax positions (264) (172) (86)\nIncreases related to current year tax positions 1,204 1,166 963 \nDecreases related to settlements of prior year tax positions (199) (254) (90)\nGross unrecognized tax benefits \u2011 end of period $ 11,666 $ 10,757 $ 9,807 \n123"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5978aa8-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 124, "chroma:document": "Table of Contents\nThese unrecognized tax benefits were primarily accrued for the uncertainties related to transfer pricing with our foreign subsidiaries, which include\nlicensing of intellectual property, providing services and other transactions, as well as for the uncertainties with our research tax credits. During all years\npresented, we recognized interest and penalties related to unrecognized tax benefits within the provision for income taxes on our consolidated statements of\nincome. The amount of interest and penalties accrued as of December 31, 2023, 2022, and 2021 were $1.48 billion, $1.07 billion, and $960 million\nrespectively.\nIf our gross unrecognized tax benefits of $11.67 billion as of December 31, 2023 were realized in a future period, this would result in a tax benefit of\n$7.33 billion within our provision of income taxes at such time.\nWe are subject to taxation in the United States and various other state and foreign jurisdictions. The material jurisdictions in which we are subject to\npotential examination include the United States and Ireland. We are under examination by the Internal Revenue Service (IRS) for our 2017 through 2019 tax\nyears. Our 2014 through 2016 tax years are with the IRS Independent Office of Appeals for certain unresolved issues. Our 2020 and subsequent tax years\nremain open to examination by the IRS and the Irish Revenue Commissioners.\nIn July 2016, we received a Statutory Notice of Deficiency (Notice) from the IRS related to transfer pricing with our foreign subsidiaries in conjunction\nwith the examination of the 2010 tax year. While the Notice applies only to the 2010 tax year, the IRS stated that it will also apply its position for tax years\nsubsequent to 2010 and has done so in years covered by the second Notice described below. We do not agree with the position of the IRS and have filed a\npetition in the Tax Court challenging the Notice. On January 15, 2020, the IRS's amendment to answer was filed stating that it planned to assert at trial an\nadjustment that is higher than the adjustment stated in the Notice. The first session of the trial was completed in March 2020 and the final trial session was\ncompleted in August 2022. We expect the Tax Court to issue an opinion in 2024. Based on the information provided, we believe that, if the IRS prevails in its"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5978ae4-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 124, "chroma:document": "updated position, this could result in an additional federal tax liability of an estimated, aggregate amount of up to approximately $9.0 billion in excess of the\namounts in our originally filed U.S. return, plus interest and any penalties asserted.\nIn March 2018, we received a second Notice from the IRS in conjunction with the examination of our 2011 through 2013 tax years. The IRS applied its\nposition from the 2010 tax year to each of these years and also proposed new adjustments related to other transfer pricing with our foreign subsidiaries and\ncertain tax credits that we claimed. If the IRS prevails in its position for these new adjustments, this could result in an additional federal tax liability of up to\napproximately $680 million in excess of the amounts in our originally filed U.S. returns, plus interest and any penalties asserted. We do not agree with the\npositions of the IRS in the second Notice and have filed a petition in the Tax Court challenging the second Notice.\nWe have previously accrued an estimated unrecognized tax benefit consistent with the guidance in ASC 740, Income Taxes (ASC 740), that is lower than\nthe potential additional federal tax liability from the positions taken by the IRS in the two Notices and its Pretrial Memorandum. In addition, if the IRS prevails\nin its positions related to transfer pricing with our foreign subsidiaries, the additional tax that we would owe would be partially offset by a reduction in the tax\nthat we owe under the mandatory transition tax on accumulated foreign earnings from the 2017 Tax Cuts and Jobs Act. As of December 31, 2023, we have not\nresolved these matters and proceedings continue in the Tax Court.\nWe believe that adequate amounts have been reserved in accordance with ASC 740 for any adjustments to the provision for income taxes or other tax\nitems that may ultimately result from these examinations. The timing of the resolution, settlement, and closure of any audits is highly uncertain, and it is\nreasonably possible that the balance of gross unrecognized tax benefits could significantly change in the next 12 months. Given the number of years remaining\nthat are subject to examination, we are unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits. If the tax\nauthorities prevail in the assessment of additional tax due, the assessed tax, interest, and penalties, if any, could have a material adverse impact on our financial\nposition, results of operations, and cash flows.\n124"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5978b20-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 125, "chroma:document": "Table of Contents\nNote 16. Segment and Geographical Information\nWe report our financial results for our two reportable segments: Family of Apps (FoA) and Reality Labs (RL). FoA includes Facebook, Instagram,\nMessenger, WhatsApp, and other services. RL includes our augmented, mixed and virtual reality related consumer hardware, software, and content. Our\noperating segments are the same as our reportable segments.\nOur chief executive officer is our chief operating decision maker (CODM), who allocates resources to and assesses the performance of each operating\nsegment using information about the operating segment's revenue and income (loss) from operations. Our CODM does not evaluate operating segments using\nasset or liability information.\nRevenue and costs and expenses are generally directly attributed to our segments. These costs and expenses include certain product development related\noperating expenses, costs associated with partnership arrangements, consumer hardware product costs, content costs, legal-related costs, and severance costs.\nIndirect costs are allocated to segments based on a reasonable allocation methodology, when such costs are significant to the performance measures of the\noperating segments. Indirect cost of revenue is allocated to our segments based on usage, such as costs related to the operation of our data centers and technical\ninfrastructure. Indirect operating expenses, such as facilities, information technology, certain shared research and development activities, recruiting, physical\nsecurity expenses, and certain restructuring costs, are mostly allocated based on headcount.\nThe following table sets forth our segment information of revenue and income (loss) from operations (in millions):\n Year Ended December 31, \n 2023 2022 2021\nRevenue:\nFamily of Apps $ 133,006 $ 114,450 $ 115,655 \nReality Labs 1,896 2,159 2,274 \nTotal revenue $ 134,902 $ 116,609 $ 117,929 \nIncome (loss) from operations:\nFamily of Apps $ 62,871 $ 42,661 $ 56,946 \nReality Labs (16,120) (13,717) (10,193)\nTotal income from operations $ 46,751 $ 28,944 $ 46,753 \nFor information regarding revenue disaggregated by geography, see Note 2 \u2014 Revenue.\nThe following table sets forth our long-lived assets by geographic area, which consist of property and equipment, net and operating lease right-of-use"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5978b70-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 125, "chroma:document": "assets (in millions):\n December 31,\n 2023 2022\nUnited States $ 91,940 $ 76,334 \nRest of the world 17,941 15,857 \nTotal long-lived assets $ 109,881 $ 92,191 \n_________________________\n(1) No individual country , other than disclosed above, exceeded 10% of our total long-lived assets for any period presented.(1)\n125"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5978bd4-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
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{"source": "dataset/Meta-10-k-2023.pdf", "page": 126, "chroma:document": "Table of Contents\nItem 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure\nNone.\nItem 9A.Controls and Procedures\nEvaluation of Disclosure Controls and Procedures\nOur management, with the participation of our chief executive officer (CEO) and chief financial officer (CFO), has evaluated the effectiveness of our\ndisclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)), as\nof the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our CEO and CFO have concluded that as of December 31,\n2023, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we\nare required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods\nspecified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management,\nincluding our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.\nManagement's Report on Internal Control over Financial Reporting\nOur management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under\nthe Exchange Act). Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in\nInternal Control\u2014Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on the\nassessment, management has concluded that its internal control over financial reporting was effective as of December 31, 2023 to provide reasonable assurance\nregarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. Our independent registered public\naccounting firm, Ernst & Young LLP, has issued an audit report with respect to our internal control over financial reporting, which appears in Part II, Item 8 of\nthis Annual Report on Form 10-K.\nChanges in Internal Control\nThere were no changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of\nthe Exchange Act during the fourth quarter of 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5978c10-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 126, "chroma:document": "reporting.\nLimitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting\nIn designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any\ncontrols and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In\naddition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints\nand that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.\nItem 9B.Other Information\nRule 10b5-1 Trading Plans\nOn November 30, 2023, Jennifer Newstead, our Chief Legal Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of\nRule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. The trading plan provides for the sale of an aggregate of 10,968 shares of our Class A\ncommon stock and all shares received during the duration of the plan pursuant to Ms. Newstead's outstanding equity awards and any future equity award\ngrants, excluding any shares withheld by the company to satisfy its income tax withholding and remittance obligations in connection with the net settlement of\nthe equity awards. The plan will terminate on May 13, 2025, subject to early termination for certain specified events set forth in the plan.\nItem 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections\nNot Applicable.\n126"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5978c56-8e1f-11ef-b504-acde48001122
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{"source": "dataset/Meta-10-k-2023.pdf", "page": 127, "chroma:document": "Table of Contents\nPART III\nItem 10.Directors, Executive Officers and Corporate Governance\nThe information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with\nthe SEC within 120 days of the fiscal year ended December 31, 2023.\nOur board of directors has adopted a Code of Conduct applicable to all officers, directors, and employees, which is available on our website\n(investor.fb.com) under \"Leadership & Governance.\" We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or\nwaiver from, a provision of our Code of Conduct by posting such information on the website address and location specified above.\nItem 11.Executive Compensation\nThe information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with\nthe SEC within 120 days of the fiscal year ended December 31, 2023.\nItem 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters\nThe information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with\nthe SEC within 120 days of the fiscal year ended December 31, 2023.\nItem 13.Certain Relationships and Related Transactions, and Director Independence\nThe information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with\nthe SEC within 120 days of the fiscal year ended December 31, 2023.\nItem 14.Principal Accountant Fees and Services\nThe information required by this item is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with\nthe SEC within 120 days of the fiscal year ended December 31, 2023.\n127"}


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{"source": "dataset/Meta-10-k-2023.pdf", "page": 128, "chroma:document": "Table of Contents\nPART IV\nItem 15. Exhibit and Financial Statement Schedules\nWe have filed the following documents as part of this Form 10-K:\n1. Consolidated Financial Statements:\nPage\nReports of Independent Registered Public Accounting Firm (PCAOB ID No. 42) 85\nConsolidated Balance Sheets 89\nConsolidated Statements of Income 90\nConsolidated Statements of Comprehensive Income 91\nConsolidated Statements of Stockholders' Equity 92\nConsolidated Statements of Cash Flows 93\nNotes to Consolidated Financial Statements 95\n    \n2. Financial Statement Schedules\nAll schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the\nrequired information is otherwise included.\n3. Exhibits\nExhibit Incorporated by ReferenceFiled\nHerewith Number Exhibit Description Form File No. Exhibit Filing Date\n3.1 Amended and Restated Certificate of Incorporation. 8-K 001-35551 3.1 October 28, 2021\n3.2 Amended and Restated Bylaws. 8-K 001-35551 3.2 October 28, 2021\n4.1 Form of Class A Common Stock Certificate. 10-K 001-35551 4.1 February 3, 2022\n4.2 Form of Class B Common Stock Certificate. 10-K 001-35551 4.2 February 3, 2022\n4.3 Indenture, dated as of August 9, 2022, between Meta\nPlatforms, Inc. and U.S. Bank Trust Company,\nNational Association, as trustee.8-K 001-35551 4.1 August 9, 2022\n4.4 First Supplemental Indenture, dated as of August 9,\n2022, between Meta Platforms, Inc. and U.S. Bank\nTrust Company, National Association, as trustee.8-K 001-35551 4.2 August 9, 2022\n4.5 Second Supplemental Indenture, dated as of May 3,\n2023, by and between Meta Platforms, Inc. and U.S.\nBank Trust Company, National Association, as\ntrustee.8-K 001-35551 4.1 May 3, 2023"}


created_at: 2024-10-19 14:13:57
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{"source": "dataset/Meta-10-k-2023.pdf", "page": 128, "chroma:document": "4.6 Description of Registrant's Capital Stock. X\n10.1+ Form of Indemnification Agreement. 8-K 001-35551 10.1 April 15, 2019\n10.2(A)+ 2012 Equity Incentive Plan, as amended. 10-K 001-35551 10.2(A) February 2, 2023\n10.2(B)+ Third Amendment to the 2012 Equity Incentive Plan.10-K 001-35551 10.2(B) February 2, 2023\n10.2(C)+ 2012 Equity Incentive Plan forms of award\nagreements.10-Q 001-35551 10.2 July 31, 2012\n10.2(D)+ 2012 Equity Incentive Plan forms of award\nagreements (Additional Forms).10-Q 001-35551 10.1 May 4, 2017\n128"}


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{"source": "dataset/Meta-10-k-2023.pdf", "page": 129, "chroma:document": "Table of Contents\nExhibit Incorporated by ReferenceFiled\nHerewith Number Exhibit Description Form File No. Exhibit Filing Date\n10.2(E)+ 2012 Equity Incentive Plan forms of award\nagreements (Additional Forms).10-Q 001-35551 10.1 July 27, 2017\n10.2(F)+ 2012 Equity Incentive Plan forms of award\nagreements (Additional Forms).10-Q 001-35551 10.2 April 26, 2018\n10.2(G)+ 2012 Equity Incentive Plan forms of award\nagreements (Additional Forms).10-K 001-35551 10.3(G) January 31, 2019\n10.2(H)+ 2012 Equity Incentive Plan forms of award\nagreements (Additional Forms).10-Q 001-35551 10.2 April 25, 2019\n10.2(I)+ 2012 Equity Incentive Plan forms of award\nagreements (Additional Forms).10-Q 001-35551 10.2 April 30, 2020\n10.2(J)+ 2012 Equity Incentive Plan forms of award\nagreements (Additional Forms).10-Q 001-35551 10.2 July 29, 2021\n10.2(K)+ 2012 Equity Incentive Plan forms of award\nagreements (Additional Forms).10-Q 001-35551 10.3 April 28, 2022\n10.2(L)+ 2012 Equity Incentive Plan forms of award\nagreements (Additional Forms).10-Q 001-35551 10.1 April 27, 2023\n10.3+ Amended and Restated Bonus Plan, effective January\n1, 2023.10-Q 001-35551 10.1 October 26, 2023\n10.4+ Amended and Restated Offer Letter, dated January\n27, 2012, between Registrant and Mark Zuckerberg.S-1 333-179287 10.6 February 8, 2012\n10.5+ Offer Letter, dated June 5, 2020, between Registrant\nand Christopher K. Cox.10-Q 001-35551 10.1 April 29, 2021\n10.6+ Offer Letter, dated December 22, 2022, between"}


created_at: 2024-10-19 14:13:57
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{"source": "dataset/Meta-10-k-2023.pdf", "page": 129, "chroma:document": "Registrant and Javier Olivan.10-K 001-35551 10.8 February 2, 2023\n10.7+ Offer Letter, dated March 14, 2022, between\nRegistrant and Andrew Bosworth.10-Q 001-35551 10.3 April 27, 2023\n10.8+ Offer Letter, dated November 1, 2022, between\nRegistrant and Susan Li.10-Q 001-35551 10.4 April 27, 2023\n10.9+ Form of Executive Officer Offer Letter. 10-Q 001-35551 10.3 July 25, 2019\n10.10+ Director Compensation Policy, as amended. 10-Q 001-35551 10.5 April 27, 2023\n10.11+ Deferred Compensation Plan for Non-Employee\nDirectors.10-K 001-35551 10.12 February 2, 2023\n10.12+ Indemnification Agreement Relating to Subsidiary\nOperations, dated March 14, 2021, between\nRegistrant and Mark Zuckerberg.10-Q 001-35551 10.2 April 29, 2021\n21.1 List of Subsidiaries. X\n23.1 Consent of Independent Registered Public\nAccounting Firm.X\n31.1 Certification of Mark Zuckerberg, Chief Executive\nOfficer, pursuant to Rule 13a-14(a)/15d-14(a), as\nadopted pursuant to Section 302 of the Sarbanes-\nOxley Act of 2002.X\n31.2 Certification of Susan Li, Chief Financial Officer,\npursuant to Rule 13a-14(a)/15d-14(a), as adopted\npursuant to Section 302 of the Sarbanes-Oxley Act of\n2002.X\n32.1# Certification of Mark Zuckerberg, Chief Executive\nOfficer, pursuant to 18 U.S.C. Section 1350, as\nadopted pursuant to Section 906 of the Sarbanes-\nOxley Act of 2002.X\n129"}


created_at: 2024-10-19 14:13:57
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{"source": "dataset/Meta-10-k-2023.pdf", "page": 130, "chroma:document": "Table of Contents\nExhibit Incorporated by ReferenceFiled\nHerewith Number Exhibit Description Form File No. Exhibit Filing Date\n32.2# Certification of Susan Li, Chief Financial Officer,\npursuant to 18 U.S.C. Section 1350, as adopted\npursuant to Section 906 of the Sarbanes-Oxley Act of\n2002.X\n97.1 Compensation Recoupment Policy. X\n101.INS Inline XBRL Instance Document (the instance\ndocument does not appear in the Interactive Data File\nbecause its XBRL tags are embedded within the\nInline XBRL document).X\n101.SCH Inline XBRL Taxonomy Extension Schema\nDocument.X\n101.CAL Inline XBRL Taxonomy Extension Calculation\nLinkbase Document.X\n101.DEF Inline XBRL Taxonomy Extension Definition\nLinkbase Document.X\n101.LAB Inline XBRL Taxonomy Extension Labels Linkbase\nDocument.X\n101.PRE Inline XBRL Taxonomy Extension Presentation\nLinkbase Document.X\n104 Cover Page Interactive Data File (formatted as inline\nXBRL and contained in Exhibit 101).X\n+ Indicates a management contract or compensatory plan.    \n# This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise\nsubject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the\nExchange Act.\nItem 16. Form 10-K Summary\nNone.\n130"}


created_at: 2024-10-19 14:13:57
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{"source": "dataset/Meta-10-k-2023.pdf", "page": 131, "chroma:document": "Table of Contents\nSIGNATURES\nPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form\n10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Menlo Park, State of California, on this 1st day of February 2024.\nMETA PLATFORMS, INC.\nDate: February 1, 2024 /s/ Susan Li \nSusan Li\nChief Financial Officer\n \n131"}


created_at: 2024-10-19 14:13:57
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{"source": "dataset/Meta-10-k-2023.pdf", "page": 132, "chroma:document": "Table of Contents\nPOWER OF ATTORNEY\nKNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Susan Li and Katherine R.\nKelly, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or\nher name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits\nthereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each\nof them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all\nintents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their\nor his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.\nPursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on\nbehalf of the Registrant and in the capacities and on the dates indicated: \nSignatur e Title Date\n/s/ Mark Zuckerberg Board Chair and Chief Executive Officer\n(Principal Executive Officer)February 1, 2024\nMark Zuckerberg\n/s/ Susan Li Chief Financial Officer\n(Principal Financial Officer)February 1, 2024\nSusan Li\n/S/ Aaron Anderson Chief Accounting Officer\n(Principal Accounting Officer)February 1, 2024\nAaron Anderson\n/s/ Peggy Alford Director February 1, 2024\nPeggy Alford\n/s/ Marc L. Andreessen Director February 1, 2024\nMarc L. Andreessen\n/s/ Andrew W. Houston Director February 1, 2024\nAndrew W. Houston\n/s/ Nancy Killefer Director February 1, 2024\nNancy Killefer\n/s/ Robert M. Kimmitt Director February 1, 2024\nRobert M. Kimmitt\n/s/ Sheryl K. Sandberg Director February 1, 2024\nSheryl K. Sandberg"}


created_at: 2024-10-19 14:13:57
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{"source": "dataset/Meta-10-k-2023.pdf", "page": 132, "chroma:document": "Sheryl K. Sandberg\n/s/ Tracey T. Travis Director February 1, 2024\nTracey T. Travis\n/s/ Tony Xu Director February 1, 2024\nTony Xu\n132"}


created_at: 2024-10-19 14:13:57
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{"source": "dataset/Meta-10-k-2023.pdf", "page": 133, "chroma:document": "EXHIBIT 4.6\nDESCRIPTION OF CAPITAL STOCK\nThe following description of capital stock of Meta Platforms, Inc. (the \u201ccompany,\u201d \u201cwe,\u201d \u201cus\u201d and \u201cour\u201d) summarizes certain provisions of our amended\nand restated certificate of incorporation and our amended and restated bylaws. The description is intended as a summary, and is qualified in its entirety by\nreference to our amended and restated certificate of incorporation and our amended and restated bylaws, copies of which have been filed as exhibits to this\nAnnual Report on Form 10-K.\nOur authorized capital stock consists of 9,241,000,000 shares, consisting of: (i) 5,000,000,000 shares of Class A common stock, $0.000006 par value per\nshare; (ii) 4,141,000,000 shares of Class B common stock, $0.000006 par value per share; and (iii) 100,000,000 shares of preferred stock, $0.000006 par value\nper share.\nCommon Stock\nDividend Rights\nSubject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are\nentitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only then at the times\nand in the amounts that our board of directors may determine.\nVoting Rights\nThe holders of our Class B common stock are entitled to ten votes per share, and holders of our Class A common stock are entitled to one vote per share.\nThe holders of our Class A common stock and Class B common stock vote together as a single class, unless otherwise required by law. Delaware law could\nrequire either holders of our Class A common stock or our Class B common stock to vote separately as a single class in the following circumstances:\n\u2022if we were to seek to amend our amended and restated certificate of incorporation to increase the authorized number of shares of a class of stock, or to\nincrease or decrease the par value of a class of stock, then that class would be required to vote separately to approve the proposed amendment; and\n\u2022if we were to seek to amend our amended and restated certificate of incorporation in a manner that alters or changes the powers, preferences or special"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
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{"source": "dataset/Meta-10-k-2023.pdf", "page": 133, "chroma:document": "rights of a class of stock in a manner that affected its holders adversely, then that class would be required to vote separately to approve the proposed\namendment.\nStockholders do not have the ability to cumulate votes for the election of directors. Our amended and restated certificate of incorporation and amended and\nrestated bylaws provide for a classified board of directors consisting of three classes of approximately equal size, each serving staggered three-year terms,\nwhen the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock. Our directors will be\nassigned by the then-current board of directors to a class when the outstanding shares of our Class B common stock represent less than a majority of the\ncombined voting power of common stock.\nNo Preemptive or Similar Rights\nOur common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.\n1"}


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{"source": "dataset/Meta-10-k-2023.pdf", "page": 134, "chroma:document": "Right to Receive Liquidation Distributions\nUpon our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders\nof our common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if\nany, on any outstanding shares of preferred stock.\nConversion\nThe outstanding shares of Class B common stock are convertible at any time as follows: (1) at the option of the holder, a share of Class B common stock\nmay be converted at any time into one share of Class A common stock or (2) upon the election of the holders of a majority of the then outstanding shares of\nClass B common stock, all outstanding shares of Class B common stock may be converted into shares of Class A common stock. In addition, each share of\nClass B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain\ntransfers described in our amended and restated certificate of incorporation, including transfers to family members, trusts solely for the benefit of the\nstockholder or their family members, and partnerships, corporations, and other entities exclusively owned by the stockholder or their family members. Once\nconverted or transferred and converted into Class A common stock, the Class B common stock will not be reissued.\nPreferred Stock\nSubject to limitations prescribed by Delaware law, our board of directors is authorized to issue preferred stock in one or more series, to establish from time\nto time the number of shares to be included in each series and to fix the designation, powers, preferences and rights of the shares of each series and any of its\nqualifications, limitations or restrictions. Our board of directors also can increase or decrease the number of shares of any series, but not below the number of\nshares of that series then outstanding, without any further vote or action by our stockholders. Our board of directors may authorize the issuance of preferred\nstock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock. The issuance of\npreferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of\ndelaying, deferring or preventing a change in control of our company.\nAnti-Takeover Provisions"}


created_at: 2024-10-19 14:13:57
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{"source": "dataset/Meta-10-k-2023.pdf", "page": 134, "chroma:document": "Anti-Takeover Provisions\nSo long as the outstanding shares of our Class B common stock represent a majority of the combined voting power of common stock, Mark Zuckerberg\nwill effectively control all matters submitted to our stockholders for a vote, as well as the overall management and direction of our company, which will have\nthe effect of delaying, deferring or discouraging another person from acquiring control of our company.\nAfter such time as the shares of our Class B common stock no longer represent a majority of the combined voting power of our common stock, the\nprovisions of Delaware law, our amended and restated certificate of incorporation and our amended and restated bylaws may have the effect of delaying,\ndeferring or discouraging another person from acquiring control of our company.\nDelaware Law\nA Delaware corporation may \u201copt out\u201d of these provisions with an express provision in its original certificate of incorporation or an express provision in its\ncertificate of incorporation or bylaws resulting from a stockholders\u2019 amendment approved by at least a majority of the outstanding voting shares. We have\nexpressly elected not to be governed by the business combination provisions of Section 203 of the Delaware General Corporation Law.\n2"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
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{"source": "dataset/Meta-10-k-2023.pdf", "page": 135, "chroma:document": "Amended and Restated Certificate of Incorporation and Bylaw Provisions\nOur amended and restated certificate of incorporation and our amended and restated bylaws include a number of provisions that may have the effect of\ndeterring hostile takeovers or delaying or preventing changes in control of our company, even after such time as the shares of our Class B common stock no\nlonger represent a majority of the combined voting power of our common stock, including the following:\n\u2022Separate Class B Vote for Certain Transactions. Any transaction that would result in a change in control of our company requires the approval of a\nmajority of our outstanding Class B common stock voting as a separate class until such time as shares of our Class B common stock represent less than\nthirty-five percent (35%) of the combined voting power of our common stock. This provision could delay or prevent the approval of a change in control\nthat might otherwise be approved by a majority of outstanding shares of our Class A and Class B common stock voting together on a combined basis.\n\u2022Dual Class Stock. Our amended and restated certificate of incorporation provides for a dual class common stock structure, which provides Mark\nZuckerberg, our founder, Chairman, and CEO, with the ability to control the outcome of matters requiring stockholder approval, even if he owns\nsignificantly less than a majority of the shares of our outstanding Class A and Class B common stock, including the election of directors and significant\ncorporate transactions, such as a merger or other sale of our company or its assets.\n\u2022Supermajority Approvals. Our amended and restated certificate of incorporation and amended and restated bylaws do not provide that certain\namendments to our amended and restated certificate of incorporation or amended and restated bylaws by stockholders will require the approval of two-\nthirds of the combined vote of our then-outstanding shares of Class A and Class B common stock. However, when the outstanding shares of our Class B\ncommon stock represent less than a majority of the combined voting power of common stock, certain amendments to our amended and restated certificate\nof incorporation or amended and restated bylaws by stockholders will require the approval of two-thirds of the combined vote of our then-outstanding\nshares of Class A and Class B common stock. This will have the effect of making it more difficult to amend our amended and restated certificate of\nincorporation or amended and restated bylaws to remove or modify certain provisions."}


created_at: 2024-10-19 14:13:57
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{"source": "dataset/Meta-10-k-2023.pdf", "page": 135, "chroma:document": "\u2022Board of Directors Vacancies. Our amended and restated certificate of incorporation and amended and restated bylaws provide that stockholders may\nfill vacant directorships. When the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of\ncommon stock, our amended and restated certificate of incorporation and amended and restated bylaws authorize only our board of directors to fill vacant\ndirectorships. In addition, the number of directors constituting our board of directors is set only by resolution adopted by a majority vote of our entire\nboard of directors. These provisions restricting the filling of vacancies will prevent a stockholder from increasing the size of our board of directors and\ngaining control of our board of directors by filling the resulting vacancies with its own nominees.\n\u2022Classified Board. Our board of directors is not classified. Our amended and restated certificate of incorporation and amended and restated bylaws\nprovide that when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock, our\nboard of directors will be classified into three classes of directors each of which will hold office for a three-year term. In addition, thereafter, directors may\nonly be removed from the board of directors for cause. The existence of a classified board could delay a successful tender offeror from obtaining majority\ncontrol of our board of directors, and the prospect of that delay might deter a potential offeror.\n\u2022Stockholder Action; Special Meeting of Stockholders. Our amended and restated certificate of incorporation provides that stockholders will be able to\ntake action by written consent. When the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of\ncommon stock, our stockholders will no longer be able to take action by written consent, and will only be able to take action at annual or special meetings\nof our stockholders. Stockholders will not be permitted to cumulate their votes for the election of directors. Our amended and restated bylaws further\nprovide that special meetings of our\n3"}


created_at: 2024-10-19 14:13:57
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{"source": "dataset/Meta-10-k-2023.pdf", "page": 136, "chroma:document": "stockholders may be called only by a majority of our board of directors, the chairman of our board of directors, our chief executive officer or our president.\n\u2022Advance Notice Requirements for Stockholder Proposals and Director Nominations. Our amended and restated bylaws provide advance notice\nprocedures for stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at any\nmeeting of stockholders. Our amended and restated bylaws also specify certain requirements regarding the form and content of a stockholder\u2019s notice.\nThese provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for\ndirectors at our meetings of stockholders.\n\u2022Issuance of Undesignated Preferred Stock. Our board of directors has the authority, without further action by the stockholders, to issue up to\n100,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by the board of\ndirectors. The existence of authorized but unissued shares of preferred stock enables our board of directors to render more difficult or to discourage an\nattempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise.\nChoice of Forum\nOur amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for any\nderivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant\nto the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws; or any action asserting a\nclaim against us that is governed by the internal affairs doctrine.\nListing\nOur Class A common stock is listed on the Nasdaq Global Select Market under the symbol \u201cMETA.\u201d\nTransfer Agent and Registrar\nThe transfer agent and registrar for our common stock is Computershare Trust Company, N.A.\n4"}


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{"source": "dataset/Meta-10-k-2023.pdf", "page": 137, "chroma:document": "EXHIBIT 21.1\nLIST OF SUBSIDIARIES\nMETA PLATFORMS, INC.\nCassin Networks ApS (Denmark)\nEdge Network Services Limited (Ireland)\nFacebook Circularity, LLC (Delaware)\nFacebook Holdings, LLC (Delaware)\nFacebook India Online Services Private Limited (India)\nFacebook Operations, LLC (Delaware)\nFacebook Procurement LLC (Delaware)\nFacebook Servi\u00e7os Online Do Brasil Ltda. (Brazil)\nFacebook UK Limited (United Kingdom)\nFCL Tech Limited (Ireland)\nGoldframe LLC (Delaware)\nGreater Kudu LLC (Delaware)\nHibiscus Properties, LLC (Delaware)\nInstagram, LLC (Delaware)\nMalkoha Pte. Ltd. (Singapore)\nMeta Payments Inc. (Florida)\nMeta Platforms Ireland Limited (Ireland)\nMeta Platforms Technologies, LLC (Delaware)\nMorning Hornet LLC (Delaware)\nPinnacle Sweden AB (Sweden)\nRaven Northbrook LLC (Delaware)\nRedale LLC (Delaware)\nRunways Information Services Limited (Ireland)\nScout Development, LLC (Delaware)\nSiculus, Inc. (Delaware)\nSidecat LLC (Delaware)\nStadion LLC (Delaware)\nStarbelt LLC (Delaware)\nVitesse, LLC (Delaware)\nWhatsApp LLC (Delaware)\nWinner LLC (Delaware)\nWoolhawk LLC (Delaware)"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597919c-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 138, "chroma:document": "EXHIBIT 23.1\nConsent of Independent Registered Public Accounting Firm\nWe consent to the incorporation by reference in the following Registration Statements:\n(1)Registration Statement (Form S-8 No. 333-270184) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.,\n(2)Registration Statement (Form S-8 No. 333-262508) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.,\n(3)Registration Statement (Form S-8 No. 333-252518) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.,\n(4)Registration Statement (Form S-8 No. 333-236161) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.,\n(5)Registration Statement (Form S-8 No. 333-229457) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.,\n(6)Registration Statement (Form S-8 No. 333-222823) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.,\n(7)Registration Statement (Form S-8 No. 333-186402) pertaining to the 2012 Equity Incentive Plan of Meta Platforms, Inc.,\n(8)Registration Statement (Form S-8 No. 333-181566) pertaining to the 2005 Officers\u2019 Stock Plan, 2005 Stock Plan, and 2012 Equity Incentive Plan of\nMeta Platforms, Inc., and\n(9)Registration Statement (Form S-3 No. 333-271535) of Meta Platforms, Inc.\nof our reports dated February 1, 2024, with respect to the consolidated financial statements of Meta Platforms, Inc. and the effectiveness of internal control\nover financial reporting of Meta Platforms, Inc. included in this Annual Report (Form 10-K) of Meta Platforms, Inc. for the year ended December 31, 2023.\n/s/ Ernst & Young LLP\nSan Mateo, California\nFebruary 1, 2024"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a59791ce-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 139, "chroma:document": "EXHIBIT 31.1\nCERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF\nTHE SARBANES-OXLEY ACT OF 2002\nI, Mark Zuckerberg, certify that:\n1. I have reviewed this annual report on Form 10-K of Meta Platforms, Inc.;\n2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements\nmade, in light of the circumstances under which such statements were 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 present in all material respects the financial\ncondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;\n4. The registrant\u2019s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act\nRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and\nhave:\na) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to\nensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,\nparticularly during the period in which this report is being prepared;\nb) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our\nsupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external\npurposes in accordance with generally accepted accounting principles;\nc) Evaluated the effectiveness of the registrant\u2019s disclosure controls and procedures and presented in this report our conclusions about the effectiveness\nof the disclosure controls and procedures, as of the end of the 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 occurred during the registrant\u2019s most recent fiscal\nquarter (the registrant\u2019s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the\nregistrant\u2019s internal control over financial reporting; and"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597920a-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 139, "chroma:document": "registrant\u2019s internal control over financial reporting; and\n5. The registrant\u2019s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the\nregistrant\u2019s auditors and the audit committee of the registrant\u2019s board of directors (or persons performing the equivalent functions):\na) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably\nlikely to adversely affect the registrant\u2019s ability to record, process, summarize and report financial information; and\nb) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant\u2019s internal control\nover financial reporting.\nDate: February 1, 2024\n/s/ MARK ZUCKERBERG\nMark Zuckerberg\nBoard Chair and Chief Executive Officer\n(Principal Executive Officer)"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979246-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 140, "chroma:document": "EXHIBIT 31.2\nCERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF\nTHE SARBANES-OXLEY ACT OF 2002\nI, Susan Li, certify that:\n1. I have reviewed this annual report on Form 10-K of Meta Platforms, Inc.;\n2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements\nmade, in light of the circumstances under which such statements were 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 present in all material respects the financial\ncondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;\n4. The registrant\u2019s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act\nRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and\nhave:\na) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to\nensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,\nparticularly during the period in which this report is being prepared;\nb) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our\nsupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external\npurposes in accordance with generally accepted accounting principles;\nc) Evaluated the effectiveness of the registrant\u2019s disclosure controls and procedures and presented in this report our conclusions about the effectiveness\nof the disclosure controls and procedures, as of the end of the 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 occurred during the registrant\u2019s most recent fiscal\nquarter (the registrant\u2019s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the\nregistrant\u2019s internal control over financial reporting; and"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979282-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 140, "chroma:document": "registrant\u2019s internal control over financial reporting; and\n5. The registrant\u2019s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the\nregistrant\u2019s auditors and the audit committee of the registrant\u2019s board of directors (or persons performing the equivalent functions):\na) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably\nlikely to adversely affect the registrant\u2019s ability to record, process, summarize and report financial information; and\nb) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant\u2019s internal control\nover financial reporting.\nDate: February 1, 2024\n/s/ SUSAN LI\nSusan Li\nChief Financial Officer\n(Principal Financial Officer)"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a59792b4-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 141, "chroma:document": "EXHIBIT 32.1\nCERTIFICATION PURSUANT TO\n18 U.S.C. SECTION 1350\nAS ADOPTED PURSUANT TO SECTION 906\nOF THE SARBANES-OXLEY ACT OF 2002\nI, Mark Zuckerberg, Board Chair and Chief Executive Officer of Meta Platforms, Inc. (Company), do hereby certify, pursuant to 18 U.S.C. Section 1350, as\nadopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:\n\u2022the Annual Report on Form 10-K of the Company for the year ended December 31, 2023 (Report) fully complies with the requirements of\nSection 13(a) or 15(d) of the Securities Exchange Act of 1934; and\n\u2022the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the\nperiods presented therein.\nDate: February 1, 2024\n/s/ MARK ZUCKERBERG\nMark Zuckerberg\nBoard Chair and Chief Executive Officer\n(Principal Executive Officer)"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a59792fa-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 142, "chroma:document": "EXHIBIT 32.2\nCERTIFICATION PURSUANT TO\n18 U.S.C. SECTION 1350\nAS ADOPTED PURSUANT TO SECTION 906\nOF THE SARBANES-OXLEY ACT OF 2002\nI, Susan Li, Chief Financial Officer of Meta Platforms, Inc. (Company), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to\nSection 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:\n\u2022the Annual Report on Form 10-K of the Company for the year ended December 31, 2023 (Report) fully complies with the requirements of\nSection 13(a) or 15(d) of the Securities Exchange Act of 1934; and\n\u2022the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the\nperiods presented therein.\nDate: February 1, 2024\n/s/ SUSAN LI\nSusan Li\nChief Financial Officer\n(Principal Financial Officer)"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979340-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 143, "chroma:document": "EXHIBIT 97.1\nMETA PLATFORMS, INC.\nCOMPENSATION RECOUPMENT POLICY\nThis Meta Platforms, Inc. Compensation Recoupment Policy (the \u201cPolicy\u201d) has been adopted by the Compensation, Nominating & Governance\nCommittee of the Board of Directors (the \u201cBoard\u201d) of Meta Platforms, Inc. (the \u201cCompany\u201d) on June 1, 2023. This Policy provides for the recoupment of\ncertain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under\nU.S. federal securities laws in accordance with the terms and conditions set forth herein. This Policy is intended to comply with the requirements of Section\n10D of the Exchange Act (as defined below) and Section 5608 of the Nasdaq Listing Rules.\n1.Definitions. For the purposes of this Policy, the following terms shall have the meanings set forth below.\n(a) \u201cCommittee\u201d means the Compensation, Nominating & Governance Committee of the Board or any successor committee thereof. If there is no\nCompensation, Nominating & Governance Committee of the Board, references herein to the \u201cCommittee\u201d shall refer to the Company\u2019s committee of\nindependent directors that is responsible for executive compensation decisions, or in the absence of such a compensation committee, the independent members\nof the Board.\n(b) \u201cCovered Compensation\u201d means any Incentive-based Compensation \u201creceived\u201d by a Covered Executive during the applicable Recoupment\nPeriod; provided that:\n(i) such Covered Compensation was received by such Covered Executive (A) after the Effective Date, (B) after he or she commenced service as\nan Executive Officer and (C) while the Company had a class of securities publicly listed on a United States national securities exchange; and\n(ii) such Covered Executive served as an Executive Officer at any time during the performance period applicable to such Incentive-based\nCompensation.\nFor purposes of this Policy, Incentive-based Compensation is \u201creceived\u201d by a Covered Executive during the fiscal period in which the Financial Reporting\nMeasure applicable to such Incentive-based Compensation (or portion thereof) is attained, even if the payment or grant of such Incentive-based Compensation\nis made thereafter.\n(c) \u201cCovered Executive\u201d means any current or former Executive Officer."}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979386-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 143, "chroma:document": "(c) \u201cCovered Executive\u201d means any current or former Executive Officer.\n(d) \u201cEffective Date\u201d means the date on which Section 5608 of the Nasdaq Listing Rules becomes effective.\n(e) \u201cExchange Act\u201d means the U.S. Securities Exchange Act of 1934, as amended.\n(f) \u201cExecutive Officer\u201d means, with respect to the Company, (i) its president, (ii) its principal financial officer, (iii) its principal accounting officer (or\nif there is no such accounting officer, its controller), (iv) any vice-president in charge of a principal business unit, division or function (such as sales,\nadministration or finance), (v) any other officer who performs a policy-making function for the Company (including any officer of the Company\u2019s parent(s) or\nsubsidiaries if they perform policy-making functions for the Company) and (vi) any other person who performs similar policy-making functions for the\nCompany. Policy-making function is not intended to include policy-making functions that are not significant. The determination as to an individual\u2019s status as\nan Executive Officer shall be made by the Committee and such determination shall be final, conclusive and binding on such individual and all other interested\npersons.\n(g) \u201cFinancial Reporting Measure\u201d means any (i) measure that is determined and presented in accordance with the accounting principles used in\npreparing the Company\u2019s financial statements, (ii) stock price measure or (iii) total shareholder return measure (and any measures that are derived wholly or in\npart from any measure referenced in clause (i), (ii) or (iii) above). For the avoidance of doubt, any such measure does not need to be presented within the\nCompany\u2019s financial statements or included in a filing with the U.S. Securities and Exchange Commission to constitute a Financial Reporting Measure."}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a59793c2-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 144, "chroma:document": "(h) \u201cFinancial Restatement\u201d means a restatement of the Company\u2019s financial statements due to the Company\u2019s material noncompliance with any\nfinancial reporting requirement under U.S. federal securities laws that is required in order to correct:\n(i) an error in previously issued financial statements that is material to the previously issued financial statements; or\n(ii) an error that would result in a material misstatement if (A) the error were corrected in the current period or (B) left uncorrected in the current\nperiod.\nFor purposes of this Policy, a Financial Restatement shall not be deemed to occur in the event of a revision of the Company\u2019s financial statements due to an\nout-of-period adjustment (i.e., when the error is immaterial to the previously issued financial statements and the correction of the error is also immaterial to the\ncurrent period) or a retrospective (1) application of a change in accounting principles; (2) revision to reportable segment information due to a change in the\nstructure of the Company\u2019s internal organization; (3) reclassification due to a discontinued operation; (4) application of a change in reporting entity, such as\nfrom a reorganization of entities under common control; or (5) revision for stock splits, reverse stock splits, stock dividends or other changes in capital\nstructure.\n(j) \u201cIncentive-based Compensation\u201d means any compensation (including, for the avoidance of doubt, any cash or equity or equity-based\ncompensation, whether deferred or current) that is granted, earned and/or vested based wholly or in part upon the achievement of a Financial Reporting\nMeasure. For purposes of this Policy, \u201cIncentive-based Compensation\u201d shall also be deemed to include any amounts which were determined based on (or were\notherwise calculated by reference to) Incentive-based Compensation (including, without limitation, any amounts under any long-term disability, life insurance\nor supplemental retirement or severance plan or agreement or any notional account that is based on Incentive-based Compensation, as well as any earnings\naccrued thereon).\n(k) \u201cNasdaq\u201d means the NASDAQ Global Select Market, or any successor thereof.\n(l) \u201cRecoupment Period\u201d means the three fiscal years completed immediately preceding the date of any applicable Recoupment Trigger Date.\nNotwithstanding the foregoing, the Recoupment Period additionally includes any transition period (that results from a change in the Company\u2019s fiscal year)"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a59793fe-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 144, "chroma:document": "within or immediately following those three completed fiscal years, provided that a transition period between the last day of the Company\u2019s previous fiscal year\nend and the first day of its new fiscal year that comprises a period of nine (9) to twelve (12) months would be deemed a completed fiscal year.\n(m) \u201cRecoupment Trigger Date\u201d means the earlier of (i) the date that the Board (or a committee thereof or the officer(s) of the Company authorized\nto take such action if Board action is not required) concludes, or reasonably should have concluded, that the Company is required to prepare a Financial\nRestatement, and (ii) the date on which a court, regulator or other legally authorized body directs the Company to prepare a Financial Restatement.\n2.Recoupment of Erroneously Awarded Compensation.\n(a) In the event of a Financial Restatement, if the amount of any Covered Compensation received by a Covered Executive (the \u201cAwarded\nCompensation\u201d) exceeds the amount of such Covered Compensation that would have otherwise been received by such Covered Executive if calculated based\non the Financial Restatement (the \u201cAdjusted Compensation\u201d), the Company shall reasonably promptly recover from such Covered Executive an amount equal\nto the excess of the Awarded Compensation over the Adjusted Compensation, each calculated on a pre-tax basis (such excess amount, the \u201cErroneously\nAwarded Compensation\u201d).\n(b) If (i) the Financial Reporting Measure applicable to the relevant Covered Compensation is stock price or total shareholder return (or any measure\nderived wholly or in part from either of such measures) and (ii) the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation\ndirectly from the information in the Financial Restatement, then the amount of Erroneously Awarded Compensation shall be determined (on a pre-tax basis)\nbased on the Company\u2019s reasonable estimate of the effect of the Financial Restatement on the Company\u2019s stock price or total shareholder return (or the\nderivative measure thereof) upon which such Covered Compensation was received."}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597943a-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 145, "chroma:document": "(c) For the avoidance of doubt, the Company\u2019s obligation to recover Erroneously Awarded Compensation is not dependent on (i) if or when the\nrestated financial statements are filed or (ii) any fault of any Covered Executive for the accounting errors or other actions leading to a Financial Restatement.\n(d) Notwithstanding anything to the contrary in Sections 2(a) through (c) hereof, the Company shall not be required to recover any Erroneously\nAwarded Compensation if both (x) the conditions set forth in either of the following clauses (i) or (ii) are satisfied and (y) the Committee (or a majority of the\nindependent directors serving on the Board) has determined that recovery of the Erroneously Awarded Compensation would be impracticable:\n(i) the direct expense paid to a third party to assist in enforcing the recovery of the Erroneously Awarded Compensation under this Policy\nwould exceed the amount of such Erroneously Awarded Compensation to be recovered; provided that, before concluding that it would be\nimpracticable to recover any amount of Erroneously Awarded Compensation pursuant to this Section 2(d), the Company shall have first made a\nreasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to make such recovery and provide\nthat documentation to the Nasdaq;\n(ii) recovery of the Erroneously Awarded Compensation would likely cause an otherwise tax-qualified retirement plan, under which\nbenefits are broadly available to employees of the Company, to fail to meet the requirements of Sections 401(a)(13) or 411(a) of the U.S. Internal\nRevenue Code of 1986, as amended (the \u201cCode\u201d).\n(e) The Company shall not indemnify any Covered Executive, directly or indirectly, for any losses that such Covered Executive may incur in\nconnection with the recovery of Erroneously Awarded Compensation pursuant to this Policy, including through the payment of insurance premiums or gross-up\npayments.\n(f) The Committee shall determine, in its sole discretion, the manner and timing in which any Erroneously Awarded Compensation shall be recovered\nfrom a Covered Executive in accordance with applicable law, including, without limitation, by (i) requiring reimbursement of Covered Compensation\npreviously paid in cash; (ii) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity or equity-"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979494-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 145, "chroma:document": "based awards; (iii) offsetting the Erroneously Awarded Compensation amount from any compensation otherwise owed by the Company or any of its affiliates\nto the Covered Executive; (iv) cancelling outstanding vested or unvested equity or equity-based awards; and/or (v) taking any other remedial and recovery\naction permitted by applicable law. For the avoidance of doubt, except as set forth in Section 2(d), in no event may the Company accept an amount that is less\nthan the amount of Erroneously Awarded Compensation; provided that, to the extent necessary to avoid any adverse tax consequences to the Covered Executive\npursuant to Section 409A of the Code, any offsets against amounts under any nonqualified deferred compensation plans (as defined under Section 409A of the\nCode) shall be made in compliance with Section 409A of the Code.\n3.Administration. This Policy shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding upon the\nCompany and the Covered Executives, their beneficiaries, executors, administrators and any other legal representative. The Committee shall have full power\nand authority to (i) administer and interpret this Policy; (ii) correct any defect, supply any omission and reconcile any inconsistency in this Policy; and (iii)\nmake any other determination and take any other action that the Committee deems necessary or desirable for the administration of this Policy and to comply\nwith applicable law (including Section 10D of the Exchange Act) and applicable stock market or exchange rules and regulations. Notwithstanding anything to\nthe contrary contained herein, to the extent permitted by Section 10D of the Exchange Act and Section 5608 of the Nasdaq Listing Rules, the Board may, in its\nsole discretion, at any time and from time to time, administer this Policy in the same manner as the Committee.\n4.Amendment/Termination. Subject to Section 10D of the Exchange Act and Section 5608 of the Nasdaq Listing Rules, this Policy may be amended or\nterminated by the Committee at any time. To the extent that any applicable law, or stock market or exchange rules or regulations require recovery of\nErroneously Awarded Compensation in circumstances in addition to those specified herein, nothing in this Policy shall be deemed to limit or restrict the right or\nobligation of the Company to recover Erroneously Awarded Compensation to the fullest extent required by such applicable law, stock market or exchange rules"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a59794d0-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 145, "chroma:document": "and regulations. Unless otherwise required"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597950c-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 146, "chroma:document": "by applicable law, this Policy shall no longer be effective from and after the date that the Company no longer has a class of securities publicly listed on a\nUnited States national securities exchange.\n5.Interpretation. Notwithstanding anything to the contrary herein, this Policy is intended to comply with the requirements of Section 10D of the\nExchange Act and Section 5608 of the Nasdaq Listing Rules (and any applicable regulations, administrative interpretations or stock market or exchange rules\nand regulations adopted in connection therewith). The provisions of this Policy shall be interpreted in a manner that satisfies such requirements and this Policy\nshall be operated accordingly. If any provision of this Policy would otherwise frustrate or conflict with this intent, the provision shall be interpreted and deemed\namended so as to avoid such conflict.\n6.Other Compensation Clawback/Recoupment Rights. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies,\nrights or requirements with respect to the clawback or recoupment of any compensation that may be available to the Company pursuant to the terms of any\nother recoupment or clawback policy of the Company (or any of its affiliates) that may be in effect from time to time, any provisions in any employment\nagreement, offer letter, equity plan, equity award agreement or similar plan or agreement, and any other legal remedies available to the Company, as well as\napplicable law, stock market or exchange rules, listing standards or regulations; provided, however, that any amounts recouped or clawed back under any other\npolicy that would be recoupable under this Policy shall count toward any required clawback or recoupment under this Policy and vice versa.\n7.Exempt Compensation. Notwithstanding anything to the contrary herein, the Company has no obligation to seek recoupment of amounts paid to a\nCovered Executive which are granted, vested or earned based solely upon the occurrence or non-occurrence of nonfinancial events. Such exempt compensation\nincludes, without limitation, base salary, time-vesting awards, compensation awarded on the basis of the achievement of metrics that are not Financial\nReporting Measures or compensation awarded solely at the discretion of the Committee or the Board, provided that such amounts are in no way contingent on,\nand were not in any way granted on the basis of, the achievement of any Financial Reporting Measure.\n8.Miscellaneous."}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979548-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/Meta-10-k-2023.pdf", "page": 146, "chroma:document": "8.Miscellaneous.\n(a) Any applicable award agreement or other document setting forth the terms and conditions of any compensation covered by this Policy shall be\ndeemed to include the restrictions imposed herein and incorporate this Policy by reference and, in the event of any inconsistency, the terms of this Policy will\ngovern. For the avoidance of doubt, this Policy applies to all compensation that is received on or after the Effective Date, regardless of the date on which the\naward agreement or other document setting forth the terms and conditions of the Covered Executive\u2019s compensation became effective or was first granted or\nawarded, including, without limitation, compensation received under the Meta Platforms, Inc. 2012 Equity Incentive Plan (as amended) and any successor plan\nthereto.\n(b) This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal\nrepresentatives.\n(c) If any provision of this Policy is determined to be unenforceable or invalid under any applicable law, such provision will be applied to the\nmaximum extent permitted by applicable law and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to\nconform to any limitations required under applicable law."}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979584-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a59795c0-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979610-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597964c-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979692-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a59796ce-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979714-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979750-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979796-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a59797dc-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979818-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979854-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979a02-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979a98-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979ade-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979b1a-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979b60-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979b9c-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979bd8-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979c14-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979c50-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979c96-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979cbe-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979d0e-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979d54-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979d86-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979dc2-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979e08-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979e44-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979e8a-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979ed0-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979f02-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979f48-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979f84-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979fc0-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a5979ffc-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a038-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a074-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a0a6-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a0ce-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a10a-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a132-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a16e-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a196-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a1d2-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a204-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a236-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a268-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a29a-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a2cc-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a2fe-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a330-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a362-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a394-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a402-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a43e-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a470-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a4a2-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a4d4-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a506-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a542-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a574-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a5a6-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a5d8-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a60a-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a646-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a682-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a6b4-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a6e6-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a718-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a74a-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a77c-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a7ae-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a7e0-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a812-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a844-8e1f-11ef-b504-acde48001122
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: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a876-8e1f-11ef-b504-acde48001122
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{"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"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
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{"source": "dataset/aws-10-k-2023.pdf", "page": 0, "chroma:document": "Table of Contents\nUNITED STATES\nSECURITIES AND EXCHANGE COMMISSION\nWashington, D.C. 20549\n ____________________________________\nFORM 10-K\n____________________________________ \n(Mark One)\n\u2612 ANNUAL  REPOR T PURSUANT  TO SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT  OF 1934\nFor the fiscal year ended December 31, 2022\nor\n\u2610 TRANSITION REPOR T PURSUANT  TO SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT  OF 1934\nFor the transition period from            to             .\nCommission File No. 000-22513\n____________________________________\nAMAZON .COM, INC.\n(Exact name of registrant as specified in its charter)\nDelaware  91-1646860\n(State or other jurisdiction of\nincorporation or organization)  (I.R.S. Employer\nIdentification No.)\n410 Terry Avenue North\nSeattle, Washington 98109-5210\n(206) 266-1000\n(Addr ess and telephone number , including ar ea code, of r egistrant\u2019 s principal executive offices)\nSecurities registered pursuant to Section 12(b) of the Act:\nTitle of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered\nCommon Stock, par value $.01 per share AMZN Nasdaq Global Select Market\nSecurities registered pursuant to Section 12(g) of the Act:\nNone\n ____________________________________\nIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  \u2612    No  \u2610\nIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  \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 months (or for\nsuch 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    No  \u2610"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a8d0-8e1f-11ef-b504-acde48001122
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{"source": "dataset/aws-10-k-2023.pdf", "page": 0, "chroma:document": "Indicate 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 during the preceding 12\nmonths (or for such shorter period that the registrant was required to submit such files).    Yes  \u2612    No  \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 company. See the\ndefinitions 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 accounting\nstandards provided pursuant to Section 13(a) of the Exchange Act. \u2610\nIndicate by check mark whether the registrant has filed a report on and attestation to its management\u2019s assessment of the effectiveness of its internal control over financial reporting under Section\n404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. \u2612\nIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  \u2610    No  \u2612\nAggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2022 $ 944,744,113,598 \nNumber of shares of common stock outstanding as of January 25, 2023 10,247,259,757 \n____________________________________ \nDOCUMENTS INCORPORATED BY REFERENCE\nThe information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from the registrant\u2019s definitive proxy statement relating to the Annual\nMeeting of Shareholders to be held in 2023, which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this\nReport relates."}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a90c-8e1f-11ef-b504-acde48001122
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{"source": "dataset/aws-10-k-2023.pdf", "page": 1, "chroma:document": "Table of Contents\nAMAZON.COM, INC.\nFORM 10-K\nFor the Fiscal Year Ended December 31, 2022\nINDEX\n \n  Page\nPART I\nItem 1. Business 3\nItem 1A. Risk Factors 6\nItem 1B. Unresolved Staff Comments 16\nItem 2. Properties 17\nItem 3. Legal Proceedings 17\nItem 4. Mine Safety Disclosures 17\nPART II\nItem 5. Market for the Registrant\u2019s Common Stock, Related Shareholder Matters, and Issuer Purchases of Equity Securities 18\nItem 6. Reserved 18\nItem 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations 19\nItem 7A. Quantitative and Qualitative Disclosures About Market Risk 31\nItem 8. Financial Statements and Supplementary Data 33\nItem 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 69\nItem 9A. Controls and Procedures 69\nItem 9B. Other Information 71\nItem 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 71\nPART III\nItem 10. Directors, Executive Officers, and Corporate Governance 71\nItem 11. Executive Compensation 71\nItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 71\nItem 13. Certain Relationships and Related Transactions, and Director Independence 71\nItem 14. Principal Accountant Fees and Services 71\nPART IV\nItem 15. Exhibits, Financial Statement Schedules 72\nItem 16. Form 10-K Summary 74\nSignatures 75\n2"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
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{"source": "dataset/aws-10-k-2023.pdf", "page": 2, "chroma:document": "Table of Contents\nAMAZON.COM, INC.\nPART I\nItem 1. Business\nThis Annual Report on Form 10-K and the documents incorporated herein by reference contain forward-looking statements based on expectations,\nestimates, and projections as of the date of this filing. Actual results and outcomes may differ materially from those expressed in forward-looking statements.\nSee Item 1A of Part I \u2014 \u201cRisk Factors.\u201d As used herein, \u201cAmazon.com,\u201d \u201cwe,\u201d \u201cour,\u201d and similar terms include Amazon.com, Inc. and its subsidiaries, unless\nthe context indicates otherwise.\nGeneral\nWe seek to be Earth\u2019s most customer-centric company. We are guided by four principles: customer obsession rather than competitor focus, passion for\ninvention, commitment to operational excellence, and long-term thinking. In each of our segments, we serve our primary customer sets, consisting of\nconsumers, sellers, developers, enterprises, content creators, advertisers, and employees.\nWe have organized our operations into three segments: North America, International, and Amazon Web Services (\u201cAWS\u201d). These segments reflect the\nway the Company evaluates its business performance and manages its operations. Information on our net sales is contained in Item 8 of Part II, \u201cFinancial\nStatements and Supplementary Data \u2014 Note 10 \u2014 Segment Information.\u201d\nConsumers\nWe serve consumers through our online and physical stores and focus on selection, price, and convenience. We design our stores to enable hundreds of\nmillions of unique products to be sold by us and by third parties across dozens of product categories. Customers access our offerings through our websites,\nmobile apps, Alexa, devices, streaming, and physically visiting our stores. We also manufacture and sell electronic devices, including Kindle, Fire tablet, Fire\nTV, Echo, Ring, Blink, and eero, and we develop and produce media content. We seek to offer our customers low prices, fast and free delivery, easy-to-use\nfunctionality, and timely customer service. In addition, we offer subscription services such as Amazon Prime, a membership program that includes fast, free\nshipping on millions of items, access to award-winning movies and series, and other benefits.\nWe fulfill customer orders in a number of ways, including through: North America and International fulfillment networks that we operate; co-sourced and\noutsourced arrangements in certain countries; digital delivery; and through our physical stores. We operate customer service centers globally, which are"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
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{"source": "dataset/aws-10-k-2023.pdf", "page": 2, "chroma:document": "supplemented by co-sourced arrangements. See Item 2 of Part I, \u201cProperties.\u201d\nSellers\nWe offer programs that enable sellers to grow their businesses, sell their products in our stores, and fulfill orders through us. We are not the seller of\nrecord in these transactions. We earn fixed fees, a percentage of sales, per-unit activity fees, interest, or some combination thereof, for our seller programs.\nDevelopers and Enterprises\nWe serve developers and enterprises of all sizes, including start-ups, government agencies, and academic institutions, through AWS, which offers a broad\nset of on-demand technology services, including compute, storage, database, analytics, and machine learning, and other services.\nContent Creators\nWe offer programs that allow authors, independent publishers, musicians, filmmakers, Twitch streamers, skill and app developers, and others to publish\nand sell content.\nAdvertisers\nWe provide advertising services to sellers, vendors, publishers, authors, and others, through programs such as sponsored ads, display, and video\nadvertising.\n3"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a9a2-8e1f-11ef-b504-acde48001122
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{"source": "dataset/aws-10-k-2023.pdf", "page": 3, "chroma:document": "Table of Contents\nCompetition\nOur businesses encompass a large variety of product types, service offerings, and delivery channels. The worldwide marketplace in which we compete is\nevolving rapidly and intensely competitive, and we face a broad array of competitors from many different industry sectors around the world. Our current and\npotential competitors include: (1) physical, e-commerce, and omnichannel retailers, publishers, vendors, distributors, manufacturers, and producers of the\nproducts we offer and sell to consumers and businesses; (2) publishers, producers, and distributors of physical, digital, and interactive media of all types and all\ndistribution channels; (3) web search engines, comparison shopping websites, social networks, web portals, and other online and app-based means of\ndiscovering, using, or acquiring goods and services, either directly or in collaboration with other retailers; (4) companies that provide e-commerce services,\nincluding website development and hosting, omnichannel sales, inventory and supply chain management, advertising, fulfillment, customer service, and\npayment processing; (5) companies that provide fulfillment and logistics services for themselves or for third parties, whether online or offline; (6) companies\nthat provide information technology services or products, including on-premises or cloud-based infrastructure and other services; (7) companies that design,\nmanufacture, market, or sell consumer electronics, telecommunication, and electronic devices; (8) companies that sell grocery products online and in physical\nstores; and (9) companies that provide advertising services, whether in digital or other formats. We believe that the principal competitive factors in our retail\nbusinesses include selection, price, and convenience, including fast and reliable fulfillment. Additional competitive factors for our seller and enterprise services\ninclude the quality, speed, and reliability of our services and tools, as well as customers\u2019 ability and willingness to change business practices. Some of our\ncurrent and potential competitors have greater resources, longer histories, more customers, greater brand recognition, and greater control over inputs critical to\nour various businesses. They may secure better terms from suppliers, adopt more aggressive pricing, pursue restrictive distribution agreements that restrict our\naccess to supply, direct consumers to their own offerings instead of ours, lock-in potential customers with restrictive terms, and devote more resources to\ntechnology, infrastructure, fulfillment, and marketing. The Internet facilitates competitive entry and comparison shopping, which enhances the ability of new,"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597a9d4-8e1f-11ef-b504-acde48001122
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{"source": "dataset/aws-10-k-2023.pdf", "page": 3, "chroma:document": "smaller, or lesser-known businesses to compete against us. Each of our businesses is also subject to rapid change and the development of new business models\nand the entry of new and well-funded competitors. Other companies also may enter into business combinations or alliances that strengthen their competitive\npositions.\nIntellectual Property\nWe regard our trademarks, service marks, copyrights, patents, domain names, trade dress, trade secrets, proprietary technologies, and similar intellectual\nproperty as critical to our success, and we rely on trademark, copyright, and patent law, trade-secret protection, and confidentiality and/or license agreements\nwith our employees, customers, partners, and others to protect our proprietary rights. We have registered, or applied for the registration of, a number of U.S.\nand international domain names, trademarks, service marks, and copyrights. Additionally, we have filed U.S. and international patent applications covering\ncertain of our proprietary technology.\nSeasonality\nOur business is affected by seasonality, which historically has resulted in higher sales volume during our fourth quarter, which ends December 31.\nHuman Capital\nOur employees are critical to our mission of being Earth\u2019s most customer-centric company. As of December 31, 2022, we employed approximately\n1,541,000 full-time and part-time employees. Additionally, we use independent contractors and temporary personnel to supplement our workforce. Competition\nfor qualified personnel is intense, particularly for software engineers, computer scientists, and other technical staff, and constrained labor markets have\nincreased competition for personnel across other parts of our business.\nAs we strive to be Earth\u2019s best employer, we focus on investment and innovation, inclusion and diversity, safety, and engagement to hire and develop the\nbest talent. We rely on numerous and evolving initiatives to implement these objectives and invent mechanisms for talent development, including competitive\npay and benefits, flexible work arrangements, and skills training and educational programs such as Amazon Career Choice (funded education for hourly\nemployees) and the Amazon Technical Academy (software development engineer training). Over 100,000 Amazon employees around the world have\nparticipated in Career Choice. We also continue to inspect and refine the mechanisms we use to hire, develop, evaluate, and retain our employees to promote\nequity for all candidates and employees. In addition, safety is integral to everything we do at Amazon and we continue to invest in safety improvements such as"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597aa06-8e1f-11ef-b504-acde48001122
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{"source": "dataset/aws-10-k-2023.pdf", "page": 3, "chroma:document": "capital improvements, new safety technology, vehicle safety controls, and engineering ergonomic solutions. Our safety team is dedicated to using the science of\nsafety to solve complex problems and establish new industry best practices. We also provide mentorship and support resources to our employees, and have\ndeployed numerous programs that advance employee engagement, communication, and feedback.\n4"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
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{"source": "dataset/aws-10-k-2023.pdf", "page": 4, "chroma:document": "Table of Contents\nAvailable Information\nOur investor relations website is amazon.com/ir and we encourage investors to use it as a way of easily finding information about us. We promptly make\navailable on this website, free of charge, the reports that we file or furnish with the Securities and Exchange Commission (\u201cSEC\u201d), corporate governance\ninformation (including our Code of Business Conduct and Ethics), and select press releases.\nExecutive Officers and Directors\nThe following tables set forth certain information regarding our Executive Officers and Directors as of January 25, 2023:\nInformation About Our Executive Officers\nName Age Position\nJeffrey P. Bezos 59 Executive Chair\nAndrew R. Jassy 55 President and Chief Executive Officer\nDouglas J. Herrington 56 CEO Worldwide Amazon Stores\nBrian T. Olsavsky 59 Senior Vice President and Chief Financial Officer\nShelley L. Reynolds 58 Vice President, Worldwide Controller, and Principal Accounting Officer\nAdam N. Selipsky 56 CEO Amazon Web Services\nDavid A. Zapolsky 59 Senior Vice President, General Counsel, and Secretary\nJeffrey P. Bezos. Mr. Bezos founded Amazon.com in 1994 and has served as Executive Chair since July 2021. He has served as Chair of the Board since\n1994 and served as Chief Executive Officer from May 1996 until July 2021, and as President from 1994 until June 1999 and again from October 2000 to July\n2021.\nAndrew R. Jassy. Mr. Jassy has served as President and Chief Executive Officer since July 2021, CEO Amazon Web Services from April 2016 until July\n2021, and Senior Vice President, Amazon Web Services, from April 2006 until April 2016.\nDouglas J. Herrington. Mr. Herrington has served as CEO Worldwide Amazon Stores since July 2022, Senior Vice President, North America Consumer\nfrom January 2015 to July 2022, and Senior Vice President, Consumables from May 2014 to December 2014.\nBrian T. Olsavsky. Mr. Olsavsky has served as Senior Vice President and Chief Financial Officer since June 2015, Vice President, Finance for the\nGlobal Consumer Business from December 2011 to June 2015, and numerous financial leadership roles across Amazon with global responsibility since April\n2002."}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597aa6a-8e1f-11ef-b504-acde48001122
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{"source": "dataset/aws-10-k-2023.pdf", "page": 4, "chroma:document": "2002.\nShelley L. Reynolds. Ms. Reynolds has served as Vice President, Worldwide Controller, and Principal Accounting Officer since April 2007.\nAdam N. Selipsky. Mr. Selipsky has served as CEO Amazon Web Services since July 2021, Senior Vice President, Amazon Web Services from May\n2021 until July 2021, President and CEO of Tableau Software from September 2016 until May 2021, and Vice President, Marketing, Sales and Support of\nAmazon Web Services from May 2005 to September 2016.\nDavid A. Zapolsky. Mr. Zapolsky has served as Senior Vice President, General Counsel, and Secretary since May 2014, Vice President, General\nCounsel, and Secretary from September 2012 to May 2014, and as Vice President and Associate General Counsel for Litigation and Regulatory matters from\nApril 2002 until September 2012.\n5"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597aa9c-8e1f-11ef-b504-acde48001122
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{"source": "dataset/aws-10-k-2023.pdf", "page": 5, "chroma:document": "Table of Contents\nBoard of Directors\nName Age Position\nJeffrey P. Bezos 59 Executive Chair\nAndrew R. Jassy 55 President and Chief Executive Officer\nKeith B. Alexander 71 CEO, President, and Chair of IronNet, Inc.\nEdith W. Cooper 61 Former Executive Vice President, Goldman Sachs Group, Inc.\nJamie S. Gorelick 72 Partner, Wilmer Cutler Pickering Hale and Dorr LLP\nDaniel P. Huttenlocher 64 Dean, MIT Schwarzman College of Computing\nJudith A. McGrath 70 Former Chair and CEO, MTV Networks\nIndra K. Nooyi 67 Former Chief Executive Officer, PepsiCo, Inc.\nJonathan J. Rubinstein 66 Former co-CEO, Bridgewater Associates, LP\nPatricia Q. Stonesifer 66 Former President and Chief Executive Officer, Martha\u2019s Table\nWendell P. Weeks 63 Chief Executive Officer, Corning Incorporated\nItem 1A. Risk Factors\nPlease carefully consider the following discussion of significant factors, events, and uncertainties that make an investment in our securities risky. The\nevents and consequences discussed in these risk factors could, in circumstances we may or may not be able to accurately predict, recognize, or control, have a\nmaterial adverse effect on our business, growth, reputation, prospects, financial condition, operating results (including components of our financial results),\ncash flows, liquidity, and stock price. These risk factors do not identify all risks that we face; our operations could also be affected by factors, events, or\nuncertainties that are not presently known to us or that we currently do not consider to present significant risks to our operations. In addition to the factors\ndiscussed in Item 7 of Part II, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operations\u2014Overview,\u201d and in the risk factors\nbelow, global economic and geopolitical conditions and additional or unforeseen circumstances, developments, or events may give rise to or amplify many of\nthe risks discussed below. Many of the risks discussed below also impact our customers, including third-party sellers, which could indirectly have a material\nadverse effect on us.\nBusiness and Industry Risks\nWe Face Intense Competition\nOur businesses are rapidly evolving and intensely competitive, and we have many competitors across geographies, including cross-border competition,"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597aac4-8e1f-11ef-b504-acde48001122
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{"source": "dataset/aws-10-k-2023.pdf", "page": 5, "chroma:document": "and in different industries, including physical, e-commerce, and omnichannel retail, e-commerce services, web and infrastructure computing services,\nelectronic devices, digital content, advertising, grocery, and transportation and logistics services. Some of our current and potential competitors have greater\nresources, longer histories, more customers, and/or greater brand recognition, particularly with our newly-launched products and services and in our newer\ngeographic regions. They may secure better terms from vendors, adopt more aggressive pricing, and devote more resources to technology, infrastructure,\nfulfillment, and marketing.\nCompetition continues to intensify, including with the development of new business models and the entry of new and well-funded competitors, and as\nour competitors enter into business combinations or alliances and established companies in other market segments expand to become competitive with our\nbusiness. In addition, new and enhanced technologies, including search, web and infrastructure computing services, digital content, and electronic devices\ncontinue to increase our competition. The Internet facilitates competitive entry and comparison shopping, which enhances the ability of new, smaller, or lesser\nknown businesses to compete against us. As a result of competition, our product and service offerings may not be successful, we may fail to gain or may lose\nbusiness, and we may be required to increase our spending or lower prices, any of which could materially reduce our sales and profits.\nOur Expansion into New Products, Services, Technologies, and Geographic Regions Subjects Us to Additional Risks\nWe may have limited or no experience in our newer market segments, and our customers may not adopt our product or service offerings. These offerings,\nwhich can present new and difficult technology challenges, may subject us to claims if customers of these offerings experience, or are otherwise impacted by,\nservice disruptions, delays, setbacks, or failures or quality issues. In addition, profitability, if any, in our newer activities may not meet our expectations, and we\nmay not be successful enough in these newer activities to recoup our investments in them, which investments are often significant. Failure to realize the\nbenefits of amounts we invest in new technologies, products, or services could result in the value of those investments being written down or written off. In\naddition, our sustainability initiatives may be unsuccessful for a variety of\n6"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
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{"source": "dataset/aws-10-k-2023.pdf", "page": 6, "chroma:document": "Table of Contents\nreasons, including if we are unable to realize the expected benefits of new technologies or if we do not successfully plan or execute new strategies, which could\nharm our business or damage our reputation.\nOur International Operations Expose Us to a Number of Risks\nOur international activities are significant to our revenues and profits, and we plan to further expand internationally. In certain international market\nsegments, we have relatively little operating experience and may not benefit from any first-to-market advantages or otherwise succeed. It is costly to establish,\ndevelop, and maintain international operations and stores, and promote our brand internationally. Our international operations may not become profitable on a\nsustained basis.\nIn addition to risks described elsewhere in this section, our international sales and operations are subject to a number of risks, including:\n\u2022local economic and political conditions;\n\u2022government regulation (such as regulation of our product and service offerings and of competition); restrictive governmental actions (such as trade\nprotection measures, including export duties and quotas and custom duties and tariffs); nationalization; and restrictions on foreign ownership;\n\u2022restrictions on sales or distribution of certain products or services and uncertainty regarding liability for products, services, and content, including\nuncertainty as a result of less Internet-friendly legal systems, local laws, lack of legal precedent, and varying rules, regulations, and practices\nregarding the physical and digital distribution of media products and enforcement of intellectual property rights;\n\u2022business licensing or certification requirements, such as for imports, exports, web services, and electronic devices;\n\u2022limitations on the repatriation and investment of funds and foreign currency exchange restrictions;\n\u2022limited fulfillment and technology infrastructure;\n\u2022shorter payable and longer receivable cycles and the resultant negative impact on cash flow;\n\u2022laws and regulations regarding privacy, data use, data protection, data security, data localization, network security, consumer protection, payments,\nadvertising, and restrictions on pricing or discounts;\n\u2022lower levels of use of the Internet;\n\u2022lower levels of consumer spending and fewer opportunities for growth compared to the U.S.;\n\u2022lower levels of credit card usage and increased payment risk;\n\u2022difficulty in staffing, developing, and managing foreign operations as a result of distance, language, and cultural differences;\n\u2022different employee/employer relationships and the existence of works councils and labor unions;"}


created_at: 2024-10-19 14:13:57
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{"source": "dataset/aws-10-k-2023.pdf", "page": 6, "chroma:document": "\u2022compliance with the U.S. Foreign Corrupt Practices Act and other applicable U.S. and foreign laws prohibiting corrupt payments to government\nofficials and other third parties;\n\u2022laws and policies of the U.S. and other jurisdictions affecting trade, foreign investment, loans, and taxes; and\n\u2022geopolitical events, including war and terrorism.\nAs international physical, e-commerce, and omnichannel retail, cloud services, and other services grow, competition will intensify, including through\nadoption of evolving business models. Local companies may have a substantial competitive advantage because of their greater understanding of, and focus on,\nthe local customer, as well as their more established local brand names. The inability to hire, train, retain, and manage sufficient required personnel may limit\nour international growth.\nThe People\u2019s Republic of China (\u201cPRC\u201d) and India regulate Amazon\u2019s and its affiliates\u2019 businesses and operations in country through regulations and\nlicense requirements that may restrict (i) foreign investment in and operation of the Internet, IT infrastructure, data centers, retail, delivery, and other sectors,\n(ii) Internet content, and (iii) the sale of media and other products and services. For example, in order to meet local ownership, regulatory licensing, and\ncybersecurity requirements, we provide certain technology services in China through contractual relationships with third parties that hold PRC licenses to\nprovide services. In India, the government restricts the ownership or control of Indian companies by foreign entities involved in online multi-brand retail\ntrading activities. For www.amazon.in, we provide certain marketing tools and logistics services to third-party sellers to enable them to sell online and deliver\nto customers, and we hold indirect minority interests in entities that are third-party sellers on the www.amazon.in marketplace. Although we believe these\nstructures and activities comply with existing laws, they involve unique risks, and the PRC and India may from time to time consider and implement additional\nchanges in their regulatory, licensing, or other requirements that could impact these structures and activities. There are substantial uncertainties regarding the\ninterpretation of PRC and Indian laws and regulations, and it is possible that these governments will\n7"}


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encoding: FLOAT32
metadata:
{"source": "dataset/aws-10-k-2023.pdf", "page": 7, "chroma:document": "Table of Contents\nultimately take a view contrary to ours. In addition, our Chinese and Indian businesses and operations may be unable to continue to operate if we or our\naffiliates are unable to access sufficient funding or, in China, enforce contractual relationships we or our affiliates have in place. Violation of any existing or\nfuture PRC, Indian, or other laws or regulations or changes in the interpretations of those laws and regulations could result in our businesses in those countries\nbeing subject to fines and other financial penalties, having licenses revoked, or being forced to restructure our operations or shut down entirely.\nThe Variability in Our Retail Business Places Increased Strain on Our Operations\nDemand for our products and services can fluctuate significantly for many reasons, including as a result of seasonality, promotions, product launches, or\nunforeseeable events, such as in response to global economic conditions such as recessionary fears or rising inflation, natural or human-caused disasters\n(including public health crises) or extreme weather (including as a result of climate change), or geopolitical events. For example, we expect a disproportionate\namount of our retail sales to occur during our fourth quarter. Our failure to stock or restock popular products in sufficient amounts such that we fail to meet\ncustomer demand could significantly affect our revenue and our future growth. When we overstock products, we may be required to take significant inventory\nmarkdowns or write-offs and incur commitment costs, which could materially reduce profitability. We regularly experience increases in our net shipping cost\ndue to complimentary upgrades, split-shipments, and additional long-zone shipments necessary to ensure timely delivery for the holiday season. If too many\ncustomers access our websites within a short period of time due to increased demand, we may experience system interruptions that make our websites\nunavailable or prevent us from efficiently fulfilling orders, which may reduce the volume of goods we offer or sell and the attractiveness of our products and\nservices. In addition, we may be unable to adequately staff our fulfillment network and customer service centers during these peak periods and delivery and\nother fulfillment companies and customer service co-sourcers may be unable to meet the seasonal demand. Risks described elsewhere in this Item 1A relating\nto fulfillment network optimization and inventory are magnified during periods of high demand.\nAs a result of holiday sales, as of December 31 of each year, our cash, cash equivalents, and marketable securities balances typically reach their highest"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597ab96-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/aws-10-k-2023.pdf", "page": 7, "chroma:document": "level (other than as a result of cash flows provided by or used in investing and financing activities) because consumers primarily use credit cards in our stores\nand the related receivables settle quickly. Typically, there is also a corresponding increase in accounts payable as of December 31 due to inventory purchases\nand third-party seller sales. Our accounts payable balance generally declines during the first three months of the year as vendors and sellers are paid, resulting\nin a corresponding decline in our cash, cash equivalents, and marketable securities balances.\nWe Are Impacted by Fraudulent or Unlawful Activities of Sellers\nThe law relating to the liability of online service providers is currently unsettled. In addition, governmental agencies have in the past and could in the\nfuture require changes in the way this business is conducted. Under our seller programs, we maintain policies and processes designed to prevent sellers from\ncollecting payments, fraudulently or otherwise, when buyers never receive the products they ordered or when the products received are materially different\nfrom the sellers\u2019 descriptions, and to prevent sellers in our stores or through other stores from selling unlawful, counterfeit, pirated, or stolen goods, selling\ngoods in an unlawful or unethical manner, violating the proprietary rights of others, or otherwise violating our policies. When these policies and processes are\ncircumvented or fail to operate sufficiently, it can harm our business or damage our reputation and we could face civil or criminal liability for unlawful\nactivities by our sellers. Under our A-to-z Guarantee, we may reimburse customers for payments up to certain limits in these situations, and as our third-party\nseller sales grow, the cost of this program will increase and could negatively affect our operating results.\nWe Face Risks Related to Adequately Protecting Our Intellectual Property Rights and Being Accused of Infringing Intellectual Property Rights of Third\nParties\nWe regard our trademarks, service marks, copyrights, patents, trade dress, trade secrets, proprietary technology, and similar intellectual property as\ncritical to our success, and we rely on trademark, copyright, and patent law, trade secret protection, and confidentiality and/or license agreements with our\nemployees, customers, and others to protect our proprietary rights. Effective intellectual property protection is not available in every country in which our\nproducts and services are made available. We also may not be able to acquire or maintain appropriate domain names in all countries in which we do business."}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597abc8-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/aws-10-k-2023.pdf", "page": 7, "chroma:document": "Furthermore, regulations governing domain names may not protect our trademarks and similar proprietary rights. We may be unable to prevent third parties\nfrom acquiring domain names that are similar to, infringe upon, or diminish the value of our trademarks and other proprietary rights.\nWe are not always able to discover or determine the extent of any unauthorized use of our proprietary rights. Actions taken by third parties that license\nour proprietary rights may materially diminish the value of our proprietary rights or reputation. The protection of our intellectual property requires the\nexpenditure of significant financial and managerial resources. Moreover, the steps we take to protect our intellectual property do not always adequately protect\nour rights or prevent third\n8"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597abfa-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/aws-10-k-2023.pdf", "page": 8, "chroma:document": "Table of Contents\nparties from infringing or misappropriating our proprietary rights. We also cannot be certain that others will not independently develop or otherwise acquire\nequivalent or superior technology or other intellectual property rights.\nWe have been subject to, and expect to continue to be subject to, claims and legal proceedings regarding alleged infringement by us of the intellectual\nproperty rights of third parties. Such claims, whether or not meritorious, have in the past, and may in the future, result in the expenditure of significant financial\nand managerial resources, injunctions against us, or significant payments for damages, including to satisfy indemnification obligations or to obtain licenses\nfrom third parties who allege that we have infringed their rights. Such licenses may not be available on terms acceptable to us or at all. These risks have been\namplified by the increase in third parties whose sole or primary business is to assert such claims.\nOur digital content offerings depend in part on effective digital rights management technology to control access to digital content. Breach or\nmalfunctioning of the digital rights management technology that we use could subject us to claims, and content providers may be unwilling to include their\ncontent in our service.\nWe Have Foreign Exchange Risk\nThe results of operations of, and certain of our intercompany balances associated with, our international stores and product and service offerings are\nexposed to foreign exchange rate fluctuations. Due to these fluctuations, operating results may differ materially from expectations, and we may record\nsignificant gains or losses on the remeasurement of intercompany balances. As we have expanded our international operations, our exposure to exchange rate\nfluctuations has increased. We also hold cash equivalents and/or marketable securities in foreign currencies such as British Pounds, Canadian Dollars, Euros,\nand Japanese Yen. When the U.S. Dollar strengthens compared to these currencies, cash equivalents, and marketable securities balances, when translated, may\nbe materially less than expected and vice versa.\nOperating Risks\nOur Expansion Places a Significant Strain on our Management, Operational, Financial, and Other Resources\nWe are continuing to rapidly and significantly expand our global operations, including increasing our product and service offerings and scaling our\ninfrastructure to support our retail and services businesses. The complexity of the current scale of our business can place significant strain on our management,\npersonnel, operations, systems, technical performance, financial resources, and internal financial control and reporting functions, and our expansion increases"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597ac2c-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/aws-10-k-2023.pdf", "page": 8, "chroma:document": "these factors. Failure to manage growth effectively could damage our reputation, limit our growth, and negatively affect our operating results.\nWe Experience Significant Fluctuations in Our Operating Results and Growth Rate\nWe are not always able to accurately forecast our growth rate. We base our expense levels and investment plans on sales estimates. A significant portion\nof our expenses and investments is fixed, and we are not always able to adjust our spending quickly enough if our sales are less than expected.\nOur revenue growth may not be sustainable, and our percentage growth rates may decrease. Our revenue and operating profit growth depends on the\ncontinued growth of demand for the products and services offered by us or our sellers, and our business is affected by general economic, business, and\ngeopolitical conditions worldwide. A softening of demand, whether caused by changes in customer preferences or a weakening of the U.S. or global\neconomies, may result in decreased revenue or growth.\nOur sales and operating results will also fluctuate for many other reasons, including due to factors described elsewhere in this section and the following:\n\u2022our ability to retain and increase sales to existing customers, attract new customers, and satisfy our customers\u2019 demands;\n\u2022our ability to retain and expand our network of sellers;\n\u2022our ability to offer products on favorable terms, manage inventory, and fulfill orders;\n\u2022the introduction of competitive stores, websites, products, services, price decreases, or improvements;\n\u2022changes in usage or adoption rates of the Internet, e-commerce, electronic devices, and web services, including outside the U.S.;\n\u2022timing, effectiveness, and costs of expansion and upgrades of our systems and infrastructure;\n\u2022the success of our geographic, service, and product line expansions;\n\u2022the extent to which we finance, and the terms of any such financing for, our current operations and future growth;\n9"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597ad76-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/aws-10-k-2023.pdf", "page": 9, "chroma:document": "Table of Contents\n\u2022the outcomes of legal proceedings and claims, which may include significant monetary damages or injunctive relief and could have a material\nadverse impact on our operating results;\n\u2022variations in the mix of products and services we sell;\n\u2022variations in our level of merchandise and vendor returns;\n\u2022the extent to which we offer fast and free delivery, continue to reduce prices worldwide, and provide additional benefits to our customers;\n\u2022factors affecting our reputation or brand image (including any actual or perceived inability to achieve our goals or commitments, whether related to\nsustainability, customers, employees, or other topics);\n\u2022the extent to which we invest in technology and content, fulfillment, and other expense categories;\n\u2022increases in the prices of transportation (including fuel), energy products, commodities like paper and packing supplies and hardware products, and\ntechnology infrastructure products, including as a result of inflationary pressures;\n\u2022constrained labor markets, which increase our payroll costs;\n\u2022the extent to which operators of the networks between our customers and our stores successfully charge fees to grant our customers unimpaired and\nunconstrained access to our online services;\n\u2022our ability to collect amounts owed to us when they become due;\n\u2022the extent to which new and existing technologies, or industry trends, restrict online advertising or affect our ability to customize advertising or\notherwise tailor our product and service offerings;\n\u2022the extent to which use of our services is affected by spyware, viruses, phishing and other spam emails, denial of service attacks, data theft, computer\nintrusions, outages, and similar events; and\n\u2022disruptions from natural or human-caused disasters (including public health crises) or extreme weather (including as a result of climate change),\ngeopolitical events and security issues (including terrorist attacks and armed hostilities), labor or trade disputes (including restrictive governmental\nactions impacting us and our third-party sellers in China or other foreign countries), and similar events.\nWe Face Risks Related to Successfully Optimizing and Operating Our Fulfillment Network and Data Centers\nFailures to adequately predict customer demand or otherwise optimize and operate our fulfillment network and data centers successfully from time to\ntime result in excess or insufficient fulfillment or data center capacity, service interruptions, increased costs, and impairment charges, any of which could\nmaterially harm our business. As we continue to add fulfillment and data center capability or add new businesses with different requirements, our fulfillment"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597adbc-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/aws-10-k-2023.pdf", "page": 9, "chroma:document": "and data center networks become increasingly complex and operating them becomes more challenging. There can be no assurance that we will be able to\noperate our networks effectively.\nIn addition, failure to optimize inventory or staffing in our fulfillment network increases our net shipping cost by requiring long-zone or partial\nshipments. We and our co-sourcers may be unable to adequately staff our fulfillment network and customer service centers. For example, productivity across\nour fulfillment network currently is being affected by regional labor market and global supply chain constraints, which increase payroll costs and make it\ndifficult to hire, train, and deploy a sufficient number of people to operate our fulfillment network as efficiently as we would like.\nUnder some of our commercial agreements, we maintain the inventory of other companies, thereby increasing the complexity of tracking inventory and\noperating our fulfillment network. Our failure to properly handle such inventory or the inability of the other businesses on whose behalf we perform inventory\nfulfillment services to accurately forecast product demand may result in us being unable to secure sufficient storage space or to optimize our fulfillment\nnetwork or cause other unexpected costs and other harm to our business and reputation.\nWe rely on a limited number of shipping companies to deliver inventory to us and completed orders to our customers. An inability to negotiate acceptable\nterms with these companies or performance problems, staffing limitations, or other difficulties experienced by these companies or by our own transportation\nsystems, including as a result of labor market constraints and related costs, could negatively impact our operating results and customer experience. In addition,\nour ability to receive inbound inventory efficiently and ship completed orders to customers also may be negatively affected by natural or human-caused\ndisasters (including public health crises) or extreme weather (including as a result of climate change), geopolitical events and security issues, labor or trade\ndisputes, and similar events.\n10"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597adee-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/aws-10-k-2023.pdf", "page": 10, "chroma:document": "Table of Contents\nWe Could Be Harmed by Data Loss or Other Security Breaches\nBecause we collect, process, store, and transmit large amounts of data, including confidential, sensitive, proprietary, and business and personal\ninformation, failure to prevent or mitigate data loss, theft, misuse, or other security breaches or vulnerabilities affecting our or our vendors\u2019 or customers\u2019\ntechnology, products, and systems, could: expose us or our customers to a risk of loss, disclosure, or misuse of such information; adversely affect our operating\nresults; result in litigation, liability, or regulatory action (including under laws related to privacy, data use, data protection, data security, network security, and\nconsumer protection); deter customers or sellers from using our stores, products, and services; and otherwise harm our business and reputation. We use third-\nparty technology and systems for a variety of reasons, including, without limitation, encryption and authentication technology, employee email, content\ndelivery to customers, back-office support, and other functions. Some of our systems have experienced past security breaches, and, although they did not have\na material adverse effect on our operating results, there can be no assurance that future incidents will not have material adverse effects on our operations or\nfinancial results. Although we have developed systems and processes that are designed to protect customer data and prevent such incidents, including systems\nand processes designed to reduce the impact of a security breach at a third-party vendor or customer, such measures cannot provide absolute security and may\nfail to operate as intended or be circumvented.\nWe Face Risks Related to System Interruption and Lack of Redundancy\nWe experience occasional system interruptions and delays that make our websites and services unavailable or slow to respond and prevent us from\nefficiently accepting or fulfilling orders or providing services to customers and third parties, which may reduce our net sales and the attractiveness of our\nproducts and services. Steps we take to add software and hardware, upgrade our systems and network infrastructure, and improve the stability and efficiency of\nour systems may not be sufficient to avoid system interruptions or delays that could adversely affect our operating results.\nOur computer and communications systems and operations in the past have been, or in the future could be, damaged or interrupted due to events such as\nnatural or human-caused disasters (including public health crises) or extreme weather (including as a result of climate change), geopolitical events and security"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597ae20-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/aws-10-k-2023.pdf", "page": 10, "chroma:document": "issues (including terrorist attacks and armed hostilities), computer viruses, physical or electronic break-ins, operational failures (including from energy\nshortages), and similar events or disruptions. Any of these events could cause system interruption, delays, and loss of critical data, and could prevent us from\naccepting and fulfilling customer orders and providing services, which could make our product and service offerings less attractive and subject us to liability.\nOur systems are not fully redundant and our disaster recovery planning may not be sufficient. In addition, our insurance may not provide sufficient coverage to\ncompensate for related losses. Any of these events could damage our reputation and be expensive to remedy.\nThe Loss of Key Senior Management Personnel or the Failure to Hire and Retain Highly Skilled and Other Personnel Could Negatively Affect Our\nBusiness\nWe depend on our senior management and other key personnel, including our President and CEO. We do not have \u201ckey person\u201d life insurance policies.\nWe also rely on other highly skilled personnel. Competition for qualified personnel in the industries in which we operate, as well as senior management, has\nhistorically been intense. For example, we experience significant competition in the technology industry, particularly for software engineers, computer\nscientists, and other technical staff. In addition, changes we make to our current and future work environments may not meet the needs or expectations of our\nemployees or may be perceived as less favorable compared to other companies\u2019 policies, which could negatively impact our ability to hire and retain qualified\npersonnel. The loss of any of our executive officers or other key employees, the failure to successfully transition key roles, or the inability to hire, train, retain,\nand manage qualified personnel, could harm our business.\nWe also rely on a significant number of personnel to operate our stores, fulfillment network, and data centers and carry out our other operations. Failure\nto successfully hire, train, manage, and retain sufficient personnel to meet our needs can strain our operations, increase payroll and other costs, and harm our\nbusiness and reputation. In addition, changes in laws and regulations applicable to employees, independent contractors, and temporary personnel could increase\nour payroll costs, decrease our operational flexibility, and negatively impact how we are able to staff our operations and supplement our workforce.\nWe are also subject to labor union efforts to organize groups of our employees from time to time. These organizational efforts, if successful, decrease our"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597ae52-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/aws-10-k-2023.pdf", "page": 10, "chroma:document": "operational flexibility, which could adversely affect our operating efficiency. In addition, our response to any organizational efforts could be perceived\nnegatively and harm our business and reputation.\nOur Supplier Relationships Subject Us to a Number of Risks\nWe have significant suppliers, including content and technology licensors, and in some cases, limited or single-sources of supply, that are important to\nour sourcing, services, manufacturing, and any related ongoing servicing of merchandise and content. We do not have long-term arrangements with most of our\nsuppliers to guarantee availability of merchandise, content,\n11"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597ae84-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/aws-10-k-2023.pdf", "page": 11, "chroma:document": "Table of Contents\ncomponents, or services, particular payment terms, or the extension of credit limits. Decisions by our current suppliers to limit or stop selling or licensing\nmerchandise, content, components, or services to us on acceptable terms, or delay delivery, including as a result of one or more supplier bankruptcies due to\npoor economic conditions, as a result of natural or human-caused disasters (including public health crises), or for other reasons, may result in our being unable\nto procure alternatives from other suppliers in a timely and efficient manner and on acceptable terms, or at all. In addition, violations by our suppliers or other\nvendors of applicable laws, regulations, contractual terms, intellectual property rights of others, or our Supply Chain Standards, as well as products or practices\nregarded as unethical, unsafe, or hazardous, could expose us to claims, damage our reputation, limit our growth, and negatively affect our operating results.\nOur Commercial Agreements, Strategic Alliances, and Other Business Relationships Expose Us to Risks\nWe provide physical, e-commerce, and omnichannel retail, cloud services, and other services to businesses through commercial agreements, strategic\nalliances, and business relationships. Under these agreements, we provide web services, technology, fulfillment, computing, digital storage, and other services,\nas well as enable sellers to offer products or services through our stores. These arrangements are complex and require substantial infrastructure capacity,\npersonnel, and other resource commitments, which may limit the amount of business we can service. We may not be able to implement, maintain, and develop\nthe components of these commercial relationships, which may include web services, fulfillment, customer service, inventory management, tax collection,\npayment processing, hardware, content, and third-party software, and engaging third parties to perform services. The amount of compensation we receive under\ncertain of our commercial agreements is partially dependent on the volume of the other company\u2019s sales. Therefore, when the other company\u2019s offerings are not\nsuccessful, the compensation we receive may be lower than expected or the agreement may be terminated. Moreover, we may not be able to enter into\nadditional or alternative commercial relationships and strategic alliances on favorable terms. We also may be subject to claims from businesses to which we\nprovide these services if we are unsuccessful in implementing, maintaining, or developing these services.\nAs our agreements terminate, we may be unable to renew or replace these agreements on comparable terms, or at all. We may in the future enter into"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597aeb6-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/aws-10-k-2023.pdf", "page": 11, "chroma:document": "amendments on less favorable terms or encounter parties that have difficulty meeting their contractual obligations to us, which could adversely affect our\noperating results.\nOur present and future commercial agreements, strategic alliances, and business relationships create additional risks such as:\n\u2022disruption of our ongoing business, including loss of management focus on existing businesses;\n\u2022impairment of other relationships;\n\u2022variability in revenue and income from entering into, amending, or terminating such agreements or relationships; and\n\u2022difficulty integrating under the commercial agreements.\nOur Business Suffers When We Are Unsuccessful in Making, Integrating, and Maintaining Acquisitions and Investments\nWe have acquired and invested in a number of companies, and we may in the future acquire or invest in or enter into joint ventures with additional\ncompanies. These transactions involve risks such as:\n\u2022disruption of our ongoing business, including loss of management focus on existing businesses;\n\u2022problems retaining key personnel;\n\u2022additional operating losses and expenses of the businesses we acquired or in which we invested;\n\u2022the potential impairment of tangible and intangible assets and goodwill, including as a result of acquisitions;\n\u2022the potential impairment of customer and other relationships of the company we acquired or in which we invested or our own customers as a result of\nany integration of operations;\n\u2022the difficulty of completing such transactions, including obtaining regulatory approvals or satisfying other closing conditions, and achieving\nanticipated benefits within expected timeframes, or at all;\n\u2022the difficulty of incorporating acquired operations, technology, and rights into our offerings, and unanticipated expenses related to such integration;\n\u2022the difficulty of integrating a new company\u2019s accounting, financial reporting, management, information and data security, human resource, and other\nadministrative systems to permit effective management, and the lack of control if such integration is delayed or not successfully implemented;\n\u2022losses we may incur as a result of declines in the value of an investment or as a result of incorporating an investee\u2019s financial performance into our\nfinancial results;\n12"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597aede-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/aws-10-k-2023.pdf", "page": 12, "chroma:document": "Table of Contents\n\u2022for investments in which an investee\u2019s financial performance is incorporated into our financial results, either in full or in part, or investments for\nwhich we are required to file financial statements or provide financial information, the dependence on the investee\u2019s accounting, financial reporting,\nand similar systems, controls, and processes;\n\u2022the difficulty of implementing at companies we acquire the controls, procedures, and policies appropriate for a larger public company;\n\u2022the risks associated with businesses we acquire or invest in, which may differ from or be more significant than the risks our other businesses face;\n\u2022potential unknown liabilities associated with a company we acquire or in which we invest; and\n\u2022for foreign transactions, additional risks related to the integration of operations across different cultures and languages, and the economic, political,\nand regulatory risks associated with specific countries.\nAs a result of future acquisitions or mergers, we might need to issue additional equity securities, spend our cash, or incur debt, contingent liabilities, or\namortization expenses related to intangible assets, any of which could reduce our profitability and harm our business or only be available on unfavorable terms,\nif at all. In addition, valuations supporting our acquisitions and strategic investments could change rapidly. We could determine that such valuations have\nexperienced impairments or other-than-temporary declines in fair value which could adversely impact our financial results.\nWe Face Significant Inventory Risk\nIn addition to risks described elsewhere in this Item 1A relating to fulfillment network and inventory optimization by us and third parties, we are exposed\nto significant inventory risks that may adversely affect our operating results as a result of seasonality, new product launches, rapid changes in product cycles\nand pricing, defective merchandise, changes in customer demand and consumer spending patterns, changes in consumer tastes with respect to our products,\nspoilage, and other factors. We endeavor to accurately predict these trends and avoid overstocking or understocking products we manufacture and/or sell.\nDemand for products, however, can change significantly between the time inventory or components are ordered and the date of sale. In addition, when we\nbegin selling or manufacturing a new product, it may be difficult to establish vendor relationships, determine appropriate product or component selection, and\naccurately forecast demand. The acquisition of certain types of inventory or components requires significant lead-time and prepayment and they may not be"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597af10-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/aws-10-k-2023.pdf", "page": 12, "chroma:document": "returnable. We carry a broad selection and significant inventory levels of certain products, such as consumer electronics, and at times we are unable to sell\nproducts in sufficient quantities or to meet demand during the relevant selling seasons. Any one of the inventory risk factors set forth above may adversely\naffect our operating results.\nWe Are Subject to Payments-Related Risks\nWe accept payments using a variety of methods, including credit card, debit card, credit accounts (including promotional financing), gift cards, direct\ndebit from a customer\u2019s bank account, consumer invoicing, physical bank check, and payment upon delivery. For existing and future payment options we offer\nto our customers, we currently are subject to, and may become subject to additional, regulations and compliance requirements (including obligations to\nimplement enhanced authentication processes that could result in significant costs and reduce the ease of use of our payments products), as well as fraud. For\ncertain payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and\nlower profitability. We rely on third parties to provide certain Amazon-branded payment methods and payment processing services, including the processing of\ncredit cards, debit cards, electronic checks, and promotional financing. In each case, it could disrupt our business if these companies become unwilling or\nunable to provide these services to us. We also offer co-branded credit card programs, which could adversely affect our operating results if renewed on less\nfavorable terms or terminated. We are also subject to payment card association operating rules, including data security rules, certification requirements, and\nrules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. Failure to comply with\nthese rules or requirements, as well as any breach, compromise, or failure to otherwise detect or prevent fraudulent activity involving our data security systems,\ncould result in our being liable for card issuing banks\u2019 costs, subject to fines and higher transaction fees, and loss of our ability to accept credit and debit card\npayments from our customers, process electronic funds transfers, or facilitate other types of online payments, and our business and operating results could be\nadversely affected.\nIn addition, we provide regulated services in certain jurisdictions because we enable customers to keep account balances with us and transfer money to\nthird parties, and because we provide services to third parties to facilitate payments on their behalf. Jurisdictions subject us to requirements for licensing,"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597af42-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/aws-10-k-2023.pdf", "page": 12, "chroma:document": "regulatory inspection, bonding and capital maintenance, the use, handling, and segregation of transferred funds, consumer disclosures, maintaining or\nprocessing data, and authentication. We are also subject to or voluntarily comply with a number of other laws and regulations relating to payments, money\nlaundering, international money transfers, privacy, data use, data protection, data security, data localization, network security, consumer\n13"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597af74-8e1f-11ef-b504-acde48001122
encoding: FLOAT32
metadata:
{"source": "dataset/aws-10-k-2023.pdf", "page": 13, "chroma:document": "Table of Contents\nprotection, and electronic fund transfers. If we were found to be in violation of applicable laws or regulations, we could be subject to additional requirements\nand civil and criminal penalties, or forced to cease providing certain services.\nWe Have a Rapidly Evolving Business Model and Our Stock Price Is Highly Volatile\nWe have a rapidly evolving business model. The trading price of our common stock fluctuates significantly in response to, among other risks, the risks\ndescribed elsewhere in this Item 1A, as well as:\n\u2022changes in interest rates;\n\u2022conditions or trends in the Internet and the industry segments we operate in;\n\u2022quarterly variations in operating results;\n\u2022fluctuations in the stock market in general and market prices for Internet-related companies in particular;\n\u2022changes in financial estimates by us or decisions to increase or decrease future spending or investment levels;\n\u2022changes in financial estimates and recommendations by securities analysts;\n\u2022changes in our capital structure, including issuance of additional debt or equity to the public;\n\u2022changes in the valuation methodology of, or performance by, other e-commerce or technology companies; and\n\u2022transactions in our common stock by major investors and certain analyst reports, news, and speculation.\nVolatility in our stock price could adversely affect our business and financing opportunities and force us to increase our cash compensation to employees\nor grant larger stock awards than we have historically, which could hurt our operating results or reduce the percentage ownership of our existing stockholders,\nor both.\nLegal and Regulatory Risks\nGovernment Regulation Is Evolving and Unfavorable Changes Could Harm Our Business\nWe are subject to general business regulations and laws, as well as regulations and laws specifically governing the Internet, physical, e-commerce, and\nomnichannel retail, digital content, web services, electronic devices, advertising, artificial intelligence technologies and services, and other products and\nservices that we offer or sell. These regulations and laws cover taxation, privacy, data use, data protection, data security, data localization, network security,\nconsumer protection, pricing, content, copyrights, distribution, transportation, mobile communications, electronic device certification, electronic waste, energy\nconsumption, environmental regulation, electronic contracts and other communications, competition, employment, trade and protectionist measures, web\nservices, the provision of online payment services, registration, licensing, and information reporting requirements, unencumbered Internet access to our"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597afa6-8e1f-11ef-b504-acde48001122
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{"source": "dataset/aws-10-k-2023.pdf", "page": 13, "chroma:document": "services or access to our facilities, the design and operation of websites, health, safety, and sanitation standards, the characteristics, legality, and quality of\nproducts and services, product labeling, the commercial operation of unmanned aircraft systems, healthcare, and other matters. It is not clear how existing laws\ngoverning issues such as property ownership, libel, privacy, data use, data protection, data security, data localization, network security, and consumer protection\napply to aspects of our operations such as the Internet, e-commerce, digital content, web services, electronic devices, advertising, and artificial intelligence\ntechnologies and services. A large number of jurisdictions regulate our operations, and the extent, nature, and scope of such regulations is evolving and\nexpanding as the scope of our businesses expand. We are regularly subject to formal and informal reviews, investigations, and other proceedings by\ngovernments and regulatory authorities under existing laws, regulations, or interpretations or pursuing new and novel approaches to regulate our operations.\nFor example, we face a number of open investigations based on claims that aspects of our operations violate competition rules, including aspects of Amazon\u2019s\nU.S. and European marketplace for sellers, particularly with respect to use of data, fulfillment services, and featured offers, and legislative and regulatory\ninitiatives in Europe and elsewhere allow authorities to restrict or prohibit certain operations or actions pre-emptively without the need to assess specific\ncompetitive effects. Unfavorable regulations, laws, decisions, or interpretations by government or regulatory authorities applying those laws and regulations, or\ninquiries, investigations, or enforcement actions threatened or initiated by them, could cause us to incur substantial costs, expose us to unanticipated civil and\ncriminal liability or penalties (including substantial monetary fines), diminish the demand for, or availability of, our products and services, increase our cost of\ndoing business, require us to change our business practices in a manner materially adverse to our business, damage our reputation, impede our growth, or\notherwise have a material effect on our operations. The media, political, and regulatory scrutiny we face, which may continue to increase, amplifies these risks.\n14"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597afd8-8e1f-11ef-b504-acde48001122
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{"source": "dataset/aws-10-k-2023.pdf", "page": 14, "chroma:document": "Table of Contents\nClaims, Litigation, Government Investigations, and Other Proceedings May Adversely Affect Our Business and Results of Operations\nAs an innovative company offering a wide range of consumer and business products and services around the world, we are regularly subject to actual and\nthreatened claims, litigation, reviews, investigations, and other proceedings, including proceedings by governments and regulatory authorities, involving a wide\nrange of issues, including patent and other intellectual property matters, taxes, labor and employment, competition and antitrust, privacy, data use, data\nprotection, data security, data localization, network security, consumer protection, commercial disputes, goods and services offered by us and by third parties,\nand other matters. The number and scale of these proceedings have increased over time as our businesses have expanded in scope and geographic reach, as our\nproducts, services, and operations have become more complex and available to, and used by, more people, and as governments and regulatory authorities seek\nto regulate us on a pre-emptive basis. For example, we are litigating a number of matters alleging price fixing, monopolization, and consumer protection\nclaims, including those brought by state attorneys general. Any of these types of proceedings can have an adverse effect on us because of legal costs, disruption\nof our operations, diversion of management resources, negative publicity, and other factors. The outcomes of these matters are inherently unpredictable and\nsubject to significant uncertainties. Determining legal reserves or possible losses from such matters involves judgment and may not reflect the full range of\nuncertainties and unpredictable outcomes. Until the final resolution of such matters, we may be exposed to losses in excess of the amount recorded, and such\namounts could be material. Should any of our estimates and assumptions change or prove to have been incorrect, it could have a material effect on our\nbusiness, consolidated financial position, results of operations, or cash flows. In addition, it is possible that a resolution of one or more such proceedings,\nincluding as a result of a settlement, could involve licenses, sanctions, consent decrees, or orders requiring us to make substantial future payments, preventing\nus from offering certain products or services, requiring us to change our business practices in a manner materially adverse to our business, requiring\ndevelopment of non-infringing or otherwise altered products or technologies, damaging our reputation, or otherwise having a material effect on our operations."}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597b00a-8e1f-11ef-b504-acde48001122
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{"source": "dataset/aws-10-k-2023.pdf", "page": 14, "chroma:document": "We Are Subject to Product Liability Claims When People or Property Are Harmed by the Products We Sell or Manufacture\nSome of the products we sell or manufacture expose us to product liability or food safety claims relating to personal injury or illness, death, or\nenvironmental or property damage, and can require product recalls or other actions. Third parties who sell products using our services and stores also expose us\nto product liability claims. Additionally, under our A-to-z Guarantee, we may reimburse customers for certain product liability claims up to certain limits in\nthese situations, and as our third-party seller sales grow, the cost of this program will increase and could negatively affect our operating results. Although we\nmaintain liability insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be\navailable to us on economically reasonable terms, or at all. Although we impose contractual terms on sellers that are intended to prohibit sales of certain type of\nproducts, we may not be able to detect, enforce, or collect sufficient damages for breaches of such agreements. In addition, some of our agreements with our\nvendors and sellers do not indemnify us from product liability.\nWe Face Additional Tax Liabilities and Collection Obligations\nWe are subject to a variety of taxes and tax collection obligations in the U.S. (federal and state) and numerous foreign jurisdictions. We may recognize\nadditional tax expense and be subject to additional tax liabilities, including other liabilities for tax collection obligations due to changes in laws, regulations,\nadministrative practices, principles, and interpretations related to tax, including changes to the global tax framework, competition, and other laws and\naccounting rules in various jurisdictions. Such changes could come about as a result of economic, political, and other conditions. An increasing number of\njurisdictions are considering or have adopted laws or administrative practices that impose new tax measures, including revenue-based taxes, targeting online\ncommerce and the remote selling of goods and services. These include new obligations to withhold or collect sales, consumption, value added, or other taxes\non online marketplaces and remote sellers, or other requirements that may result in liability for third party obligations. For example, non-U.S. jurisdictions\nhave proposed or enacted taxes on online advertising and marketplace service revenues. Proliferation of these or similar unilateral tax measures may continue\nunless broader international tax reform is implemented. Our results of operations and cash flows could be adversely affected by additional taxes imposed on us"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597b03c-8e1f-11ef-b504-acde48001122
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{"source": "dataset/aws-10-k-2023.pdf", "page": 14, "chroma:document": "prospectively or retroactively or additional taxes or penalties resulting from the failure to comply with any collection obligations or failure to provide\ninformation about our customers, suppliers, and other third parties for tax reporting purposes to various government agencies. In some cases we also may not\nhave sufficient notice to enable us to build systems and adopt processes to properly comply with new reporting or collection obligations by the effective date.\nOur tax expense and liabilities are also affected by other factors, such as changes in our business operations, acquisitions, investments, entry into new\nbusinesses and geographies, intercompany transactions, the relative amount of our foreign earnings, losses incurred in jurisdictions for which we are not able to\nrealize related tax benefits, the applicability of special or extraterritorial tax regimes, changes in foreign currency exchange rates, changes in our stock price,\nchanges to our forecasts of income and loss and the mix of jurisdictions to which they relate, and changes in our tax assets and liabilities and their\n15"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597b078-8e1f-11ef-b504-acde48001122
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{"source": "dataset/aws-10-k-2023.pdf", "page": 15, "chroma:document": "Table of Contents\nvaluation. In the ordinary course of our business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Significant\njudgment is required in evaluating and estimating our tax expense, assets, and liabilities.\nWe are also subject to tax controversies in various jurisdictions that can result in tax assessments against us. Developments in an audit, investigation, or\nother tax controversy can have a material effect on our operating results or cash flows in the period or periods for which that development occurs, as well as for\nprior and subsequent periods. Due to the inherent complexity and uncertainty of these matters, interpretations of certain tax laws by authorities, and judicial,\nadministrative, and regulatory processes in certain jurisdictions, the final outcome of any such controversy may be materially different from our expectations.\nFor example, in February 2023, the Indian Tax Authority determined that tax applies to cloud services fees paid to the U.S. We are contesting this\ndetermination; however, if this matter is adversely resolved, we may be required to pay additional amounts with respect to current and prior periods and our\ntaxes in the future could increase. We regularly assess the likelihood of an adverse outcome resulting from these proceedings to determine the adequacy of our\ntax accruals. Although we believe our tax estimates are reasonable, the final outcome of audits, investigations, and any other tax controversies could be\nmaterially different from our historical tax accruals.\nWe Are Subject to Risks Related to Government Contracts and Related Procurement Regulations\nOur contracts with U.S., as well as state, local, and foreign, government entities are subject to various procurement regulations and other requirements\nrelating to their formation, administration, and performance. We are subject to audits and investigations relating to our government contracts, and any\nviolations could result in various civil and criminal penalties and administrative sanctions, including termination of contract, refunding or suspending of\npayments, forfeiture of profits, payment of fines, and suspension or debarment from future government business. In addition, some of these contracts are\nsubject to periodic funding approval and/or provide for termination by the government at any time, without cause.\nItem 1B. Unresolved Staff Comments\nNone.\n16"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597b0b4-8e1f-11ef-b504-acde48001122
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{"source": "dataset/aws-10-k-2023.pdf", "page": 16, "chroma:document": "Table of Contents\nItem 2. Properties\nAs of December 31, 2022, we operated the following facilities (in thousands):\nDescription of UseLeased Square\nFootage (1) Owned Square Footage Location\nOffice space 30,611 6,792North America\nOffice space 23,956 1,802International\nPhysical stores (2) 22,881 662North America\nPhysical stores (2) 291 \u2014International\nFulfillment, data centers, and other 391,598 22,058North America\nFulfillment, data centers, and other 148,146 12,613International\nTotal 617,483 43,927\n ___________________\n(1)For leased properties, represents the total leased space excluding sub-leased space.\n(2)This includes 611 North America and 32 International stores as of December 31, 2022.\nSegmentLeased Square Footage\n(1)Owned Square Footage\n(1)\nNorth America 403,984 13,595\nInternational 140,898 6,292\nAWS 18,034 15,446\nTotal 562,916 35,333\n ___________________\n(1)Segment amounts exclude corporate facilities. Shared facilities are allocated among the segments based on usage and primarily relate to facilities that hold\nour technology infrastructure. See Item 8 of Part II, \u201cFinancial Statements and Supplementary Data \u2014 Note 10 \u2014 Segment Information.\u201d\nWe own and lease our corporate headquarters in Washington\u2019s Puget Sound region and Arlington, Virginia.\nItem 3. Legal Proceedings\nSee Item 8 of Part II, \u201cFinancial Statements and Supplementary Data \u2014 Note 7 \u2014 Commitments and Contingencies \u2014 Legal Proceedings.\u201d\nItem 4. Mine Safety Disclosures\nNot applicable.\n17"}


created_at: 2024-10-19 14:13:57
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id: a597b0f0-8e1f-11ef-b504-acde48001122
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{"source": "dataset/aws-10-k-2023.pdf", "page": 17, "chroma:document": "Table of Contents\nPART II\nItem 5. Market for the Registrant\u2019s Common Stock, Related Shareholder Matters, and Issuer Purchases of Equity Securities\nMarket Information\nOur common stock is traded on the Nasdaq Global Select Market under the symbol \u201cAMZN.\u201d\nHolders\nAs of January 25, 2023, there were 10,845 shareholders of record of our common stock, although there is a much larger number of beneficial owners.\nRecent Sales of Unregistered Securities\nNone.\nIssuer Purchases of Equity Securities\nNone.\nItem 6. Reserved\n18"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597b12c-8e1f-11ef-b504-acde48001122
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{"source": "dataset/aws-10-k-2023.pdf", "page": 18, "chroma:document": "Table of Contents\nItem 7. Management\u2019s Discussion and Analysis of Financial Condition and Results of Operations\nForward-Looking Statements\nThis Annual Report on Form 10-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All\nstatements other than statements of historical fact, including statements regarding guidance, industry prospects, or future results of operations or financial\nposition, made in this Annual Report on Form 10-K are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar\nexpressions to identify forward-looking statements. Forward-looking statements reflect management\u2019s current expectations and are inherently uncertain. Actual\nresults and outcomes could differ materially for a variety of reasons, including, among others, fluctuations in foreign exchange rates, changes in global\neconomic conditions and customer demand and spending, inflation, interest rates, regional labor market and global supply chain constraints, world events, the\nrate of growth of the Internet, online commerce, and cloud services, the amount that Amazon.com invests in new business opportunities and the timing of those\ninvestments, the mix of products and services sold to customers, the mix of net sales derived from products as compared with services, the extent to which we\nowe income or other taxes, competition, management of growth, potential fluctuations in operating results, international growth and expansion, the outcomes\nof claims, litigation, government investigations, and other proceedings, fulfillment, sortation, delivery, and data center optimization, risks of inventory\nmanagement, variability in demand, the degree to which we enter into, maintain, and develop commercial agreements, proposed and completed acquisitions\nand strategic transactions, payments risks, and risks of fulfillment throughput and productivity. In addition, global economic and geopolitical conditions and\nadditional or unforeseen circumstances, developments, or events may give rise to or amplify many of these risks. These risks and uncertainties, as well as other\nrisks and uncertainties that could cause our actual results or outcomes to differ significantly from management\u2019s expectations, are described in greater detail in\nItem 1A of Part I, \u201cRisk Factors.\u201d\nOverview\nOur primary source of revenue is the sale of a wide range of products and services to customers. The products offered through our stores include\nmerchandise and content we have purchased for resale and products offered by third-party sellers, and we also manufacture and sell electronic devices and"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597b154-8e1f-11ef-b504-acde48001122
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{"source": "dataset/aws-10-k-2023.pdf", "page": 18, "chroma:document": "produce media content. Generally, we recognize gross revenue from items we sell from our inventory as product sales and recognize our net share of revenue\nof items sold by third-party sellers as service sales. We seek to increase unit sales across our stores, through increased product selection, across numerous\nproduct categories. We also offer other services such as compute, storage, and database offerings, fulfillment, advertising, publishing, and digital content\nsubscriptions.\nOur financial focus is on long-term, sustainable growth in free cash flows. Free cash flows are driven primarily by increasing operating income and\nefficiently managing accounts receivable, inventory, accounts payable, and cash capital expenditures, including our decision to purchase or lease property and\nequipment. Increases in operating income primarily result from increases in sales of products and services and efficiently managing our operating costs,\npartially offset by investments we make in longer-term strategic initiatives, including capital expenditures focused on improving the customer experience. To\nincrease sales of products and services, we focus on improving all aspects of the customer experience, including lowering prices, improving availability,\noffering faster delivery and performance times, increasing selection, producing original content, increasing product categories and service offerings, expanding\nproduct information, improving ease of use, improving reliability, and earning customer trust. See \u201cResults of Operations \u2014 Non-GAAP Financial Measures\u201d\nbelow for additional information on our non-GAAP free cash flows financial measures.\nWe seek to reduce our variable costs per unit and work to leverage our fixed costs. Our variable costs include product and content costs, payment\nprocessing and related transaction costs, picking, packaging, and preparing orders for shipment, transportation, customer service support, costs necessary to run\nAWS, and a portion of our marketing costs. Our fixed costs include the costs necessary to build and run our technology infrastructure; to build, enhance, and\nadd features to our online stores, web services, electronic devices, and digital offerings; and to build and optimize our fulfillment network. Variable costs\ngenerally change directly with sales volume, while fixed costs generally are dependent on the timing of capacity needs, geographic expansion, category\nexpansion, and other factors. To decrease our variable costs on a per unit basis and enable us to lower prices for customers, we seek to increase our direct\nsourcing, increase discounts from suppliers, and reduce defects in our processes. To minimize unnecessary growth in fixed costs, we seek to improve process\nefficiencies and maintain a lean culture."}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597b190-8e1f-11ef-b504-acde48001122
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{"source": "dataset/aws-10-k-2023.pdf", "page": 18, "chroma:document": "efficiencies and maintain a lean culture.\nWe seek to turn inventory quickly and collect from consumers before our payments to vendors and sellers become due. Because consumers primarily use\ncredit cards in our stores, our receivables from consumers settle quickly. We expect variability in inventory turnover over time since it is affected by numerous\nfactors, including our product mix, the mix of sales by us and by third-party sellers, our continuing focus on in-stock inventory availability and selection of\nproduct offerings, supply chain disruptions and resulting vendor lead times, our investment in new geographies and product lines, and the extent to which we\nchoose to utilize third-party fulfillment providers. We also expect some variability in accounts payable days over time since they are affected by several factors,\nincluding the mix of product sales, the mix of sales by third-party sellers, the mix\n19"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597b1c2-8e1f-11ef-b504-acde48001122
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{"source": "dataset/aws-10-k-2023.pdf", "page": 19, "chroma:document": "Table of Contents\nof suppliers, seasonality, and changes in payment and other terms over time, including the effect of balancing pricing and timing of payment terms with\nsuppliers.\nWe expect spending in technology and content will increase over time as we add computer scientists, designers, software and hardware engineers, and\nmerchandising employees. Our technology and content investment and capital spending projects often support a variety of product and service offerings due to\ngeographic expansion and the cross-functionality of our systems and operations. We seek to invest efficiently in several areas of technology and content,\nincluding AWS, and expansion of new and existing product categories and service offerings, as well as in technology infrastructure to enhance the customer\nexperience and improve our process efficiencies. We believe that advances in technology, specifically the speed and reduced cost of processing power, data\nstorage and analytics, improved wireless connectivity, and the practical applications of artificial intelligence and machine learning, will continue to improve\nusers\u2019 experience on the Internet and increase its ubiquity in people\u2019s lives. To best take advantage of these continued advances in technology, we are investing\nin AWS, which offers a broad set of on-demand technology services, including compute, storage, database, analytics, and machine learning, and other services,\nto developers and enterprises of all sizes. We are also investing in initiatives to build and deploy innovative and efficient software and electronic devices as\nwell as other initiatives including the development of a satellite network for global broadband service and autonomous vehicles for ride-hailing services.\nWe seek to efficiently manage shareholder dilution while maintaining the flexibility to issue shares for strategic purposes, such as financings,\nacquisitions, and aligning employee compensation with shareholders\u2019 interests. We utilize restricted stock units as our primary vehicle for equity compensation\nbecause we believe this compensation model aligns the long-term interests of our shareholders and employees. In measuring shareholder dilution, we include\nall vested and unvested stock awards outstanding, without regard to estimated forfeitures. Total shares outstanding plus outstanding stock awards were 10.5\nbillion and 10.6 billion as of December 31, 2021 and 2022.\nOur financial reporting currency is the U.S. Dollar and changes in foreign exchange rates significantly affect our reported results and consolidated\ntrends. For example, if the U.S. Dollar weakens year-over-year relative to currencies in our international locations, our consolidated net sales and operating"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597b1fe-8e1f-11ef-b504-acde48001122
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{"source": "dataset/aws-10-k-2023.pdf", "page": 19, "chroma:document": "expenses will be higher than if currencies had remained constant. Likewise, if the U.S. Dollar strengthens year-over-year relative to currencies in our\ninternational locations, our consolidated net sales and operating expenses will be lower than if currencies had remained constant. We believe that our increasing\ndiversification beyond the U.S. economy through our growing international businesses benefits our shareholders over the long-term. We also believe it is useful\nto evaluate our operating results and growth rates before and after the effect of currency changes.\nIn addition, the remeasurement of our intercompany balances can result in significant gains and losses associated with the effect of movements in foreign\ncurrency exchange rates. Currency volatilities may continue, which may significantly impact (either positively or negatively) our reported results and\nconsolidated trends and comparisons.\nFor additional information about each line item addressed above, refer to Item 8 of Part II, \u201cFinancial Statements and Supplementary Data \u2014 Note 1 \u2014\nDescription of Business, Accounting Policies, and Supplemental Disclosures.\u201d\nOur Annual Report on Form 10-K for the year ended December 31, 2021 includes a discussion and analysis of our financial condition and results of\noperations for the year ended December 31, 2020 in Item 7 of Part II, \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of\nOperations.\u201d\nCritical Accounting Estimates\nThe preparation of financial statements in conformity with generally accepted accounting principles of the United States (\u201cGAAP\u201d) requires estimates\nand assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in the\nconsolidated financial statements and accompanying notes. Critical accounting estimates are those estimates made in accordance with GAAP that involve a\nsignificant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of\nthe Company. Based on this definition, we have identified the critical accounting estimates addressed below. We also have other key accounting policies, which\ninvolve the use of estimates, judgments, and assumptions that are significant to understanding our results. For additional information, see Item 8 of Part II,\n\u201cFinancial Statements and Supplementary Data \u2014 Note 1 \u2014 Description of Business, Accounting Policies, and Supplemental Disclosures.\u201d Although we\nbelieve that our estimates, assumptions, and judgments are reasonable, they are based upon information presently available. Actual results may differ\nsignificantly from these estimates under different assumptions, judgments, or conditions."}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597b23a-8e1f-11ef-b504-acde48001122
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{"source": "dataset/aws-10-k-2023.pdf", "page": 19, "chroma:document": "significantly from these estimates under different assumptions, judgments, or conditions.\nInventories\nInventories, consisting of products available for sale, are primarily accounted for using the first-in first-out method, and are valued at the lower of cost\nand net realizable value. This valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such\nas through sales to individual customers, returns to product\n20"}


created_at: 2024-10-19 14:13:57
topic: persistent://default/default/b5b842f2-6136-475f-94fe-426fafdbc529
id: a597b26c-8e1f-11ef-b504-acde48001122
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{"source": "dataset/aws-10-k-2023.pdf", "page": 20, "chroma:document": "Table of Contents\nvendors, or liquidations, and expected recoverable values of each disposition category. These assumptions about future disposition of inventory are inherently\nuncertain and changes in our estimates and assumptions may cause us to realize material write-downs in the future. As a measure of sensitivity, for every 1% of\nadditional inventory valuation allowance as of December 31, 2022, we would have recorded an additional cost of sales of approximately $390 million.\nIn addition, we enter into supplier commitments for certain electronic device components and certain products. These commitments are based on\nforecasted customer demand. If we reduce these commitments, we may incur additional costs.\nIncome Taxes\nWe are subject to income taxes in the U.S. (federal and state) and numerous foreign jurisdictions. Tax laws, regulations, administrative practices,\nprinciples, and interpretations in various jurisdictions may be subject to significant change, with or without notice, due to economic, political, and other\nconditions, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes. There are many transactions that occur\nduring the ordinary course of business for which the ultimate tax determination is uncertain. In addition, our actual and forecasted earnings are subject to\nchange due to economic, political, and other conditions and significant judgment is required in determining our ability to use our deferred tax assets.\nOur effective tax rates could be affected by numerous factors, such as changes in our business operations, acquisitions, investments, entry into new\nbusinesses and geographies, intercompany transactions, the relative amount of our foreign earnings, including earnings being lower than anticipated in\njurisdictions where we have lower statutory rates and higher than anticipated in jurisdictions where we have higher statutory rates, losses incurred in\njurisdictions for which we are not able to realize related tax benefits, the applicability of special tax regimes, changes in foreign currency exchange rates,\nchanges in our stock price, changes to our forecasts of income and loss and the mix of jurisdictions to which they relate, changes in our deferred tax assets and\nliabilities and their valuation, changes in the laws, regulations, administrative practices, principles, and interpretations related to tax, including changes to the\nglobal tax framework, competition, and other laws and accounting rules in various jurisdictions. In addition, a number of countries have enacted or are actively\npursuing changes to their tax laws applicable to corporate multinationals."}


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{"source": "dataset/aws-10-k-2023.pdf", "page": 20, "chroma:document": "pursuing changes to their tax laws applicable to corporate multinationals.\nWe are also currently subject to tax controversies in various jurisdictions, and these jurisdictions may assess additional income tax liabilities against us.\nDevelopments in an audit, investigation, or other tax controversy could have a material effect on our operating results or cash flows in the period or periods for\nwhich that development occurs, as well as for prior and subsequent periods. We regularly assess the likelihood of an adverse outcome resulting from these\nproceedings to determine the adequacy of our tax accruals. Although we believe our tax estimates are reasonable, the final outcome of audits, investigations,\nand any other tax controversies could be materially different from our historical income tax provisions and accruals.\nLiquidity and Capital Resources\nCash flow information is as follows (in millions):\n  Year Ended December 31,\n 2021 2022\nCash provided by (used in):\nOperating activities $ 46,327 $ 46,752 \nInvesting activities (58,154) (37,601)\nFinancing activities 6,291 9,718 \nOur principal sources of liquidity are cash flows generated from operations and our cash, cash equivalents, and marketable securities balances, which, at\nfair value, were $96.0 billion and $70.0 billion as of December 31, 2021 and 2022. Amounts held in foreign currencies were $22.7 billion and $18.3 billion as\nof December 31, 2021 and 2022. Our foreign currency balances include British Pounds, Canadian Dollars, Euros, and Japanese Yen.\nCash provided by (used in) operating activities was $46.3 billion and $46.8 billion in 2021 and 2022. Our operating cash flows result primarily from cash\nreceived from our consumer, seller, developer, enterprise, and content creator customers, and advertisers, offset by cash payments we make for products and\nservices, employee compensation, payment processing and related transaction costs, operating leases, and interest payments. Cash received from our customers\nand other activities generally corresponds to our net sales. The increase in operating cash flow in 2022, compared to the prior year, was primarily due to the\nincrease in net income, excluding non-cash expenses, partially offset by changes in working capital. Working capital at any specific point in time is subject to"}


