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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 2025
1-2360
(Commission file number)
INTERNATIONAL BUSINESS MACHINES CORPORATION
(Exact name of registrant as specified in its charter)
New York
(State of incorporation)
13-0871985
(IRS employer identification number)
One New Orchard Road
Armonk, New York
(Address of principal executive offices)
10504
(Zip Code)
914-499-1900
(Registrant’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)
Name of each exchange on which registered
Capital stock, par value $.20 per shareIBMNew York Stock Exchange
NYSE Texas
2.875% Notes due 2025IBM 25ANew York Stock Exchange
0.300% Notes due 2026IBM 26BNew York Stock Exchange
1.250% Notes due 2027IBM 27BNew York Stock Exchange
3.375% Notes due 2027IBM 27FNew York Stock Exchange
0.300% Notes due 2028IBM 28BNew York Stock Exchange
1.750% Notes due 2028IBM 28ANew York Stock Exchange
1.500% Notes due 2029IBM 29New York Stock Exchange
0.875% Notes due 2030IBM 30ANew York Stock Exchange
2.900% Notes due 2030IBM 30CNew York Stock Exchange
1.750% Notes due 2031IBM 31New York Stock Exchange
3.625% Notes due 2031IBM 31BNew York Stock Exchange
0.650% Notes due 2032IBM 32ANew York Stock Exchange
3.150% Notes due 2033IBM 33ANew York Stock Exchange
1.250% Notes due 2034IBM 34New York Stock Exchange
3.750% Notes due 2035IBM 35New York Stock Exchange
3.450% Notes due 2037IBM 37New York Stock Exchange
4.875% Notes due 2038IBM 38New York Stock Exchange
1.200% Notes due 2040IBM 40New York Stock Exchange
4.000% Notes due 2043IBM 43New York Stock Exchange
3.800% Notes due 2045IBM 45ANew York Stock Exchange
7.00% Debentures due 2025IBM 25New York Stock Exchange
6.22% Debentures due 2027IBM 27New York Stock Exchange
6.50% Debentures due 2028IBM 28New York Stock Exchange
5.875% Debentures due 2032IBM 32DNew York Stock Exchange
7.00% Debentures due 2045IBM 45New York Stock Exchange
7.125% Debentures due 2096IBM 96New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section l3 or l5(d) of the Securities Exchange Act of 1934 during the preceding 12 months (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 ☒ No ☐
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate 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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer ☐
Smaller reporting company ☐
Non-accelerated filer
☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The registrant had 931,519,242 shares of common stock outstanding at June 30, 2025.


Index

Page
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Table of Contents
Part I - Financial Information
Item 1. Consolidated Financial Statements:
INTERNATIONAL BUSINESS MACHINES CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED INCOME STATEMENT
(UNAUDITED)
Three Months Ended June 30,Six Months Ended June 30,
(Dollars in millions except per share amounts) 2025202420252024
Revenue:    
Services$7,682 $7,405 $14,962 $14,876 
Sales9,129 8,195 16,199 14,994 
Financing166 169 357 361 
Total revenue16,977 15,770 31,519 30,231 
Cost:    
Services5,280 5,126 10,282 10,365 
Sales1,630 1,607 3,034 2,988 
Financing90 86 194 186 
Total cost7,001 6,820 13,511 13,539 
Gross profit9,977 8,950 18,008 16,692 
Expense and other (income):    
Selling, general and administrative5,027 4,938 9,913 9,912 
Research and development2,097 1,840 4,047 3,637 
Intellectual property and custom development income(215)(241)(468)(458)
Other (income) and expense(39)(233)(204)(550)
Interest expense510 427 965 859 
Total expense and other (income)7,380 6,730 14,253 13,399 
Income from continuing operations before income taxes2,597 2,219 3,755 3,293 
Provision for/(benefit from) income taxes404 389 507 (112)
Income from continuing operations$2,193 $1,830 $3,248 $3,405 
Income from discontinued operations, net of tax1 4 1 34 
Net income$2,194 $1,834 $3,249 $3,439 
Earnings per share of common stock:    
Assuming dilution:    
Continuing operations$2.31 $1.96 $3.43 $3.65 
Discontinued operations0.00 0.00 0.00 0.04 
Total$2.31 $1.96 $3.43 $3.68 
Basic:    
Continuing operations$2.36 $1.99 $3.49 $3.71 
Discontinued operations0.00 0.00 0.00 0.04 
Total$2.36 $1.99 $3.50 $3.74 
Weighted-average number of common shares outstanding: (millions)    
Assuming dilution948.0 934.4 946.7 933.9 
Basic930.8 920.3 929.4 918.7 
(Amounts may not add due to rounding.)
(The accompanying notes are an integral part of the financial statements.)
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Table of Contents
INTERNATIONAL BUSINESS MACHINES CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(UNAUDITED)
Three Months Ended June 30, Six Months Ended June 30,
(Dollars in millions) 2025 2024 2025 2024
Net income$2,194 $1,834 $3,249 $3,439 
Other comprehensive income/(loss), before tax:    
Foreign currency translation adjustments(613)2 (956)57 
Net changes related to available-for-sale securities:    
Unrealized gains/(losses) arising during the period(5)1 2 1 
Reclassification of (gains)/losses to net income— — — — 
Total net changes related to available-for-sale securities(5)1 2 1 
Unrealized gains/(losses) on cash flow hedges:    
Unrealized gains/(losses) arising during the period(82)103 (141)279 
Reclassification of (gains)/losses to net income(419)(42)(742)28 
Total unrealized gains/(losses) on cash flow hedges(501)61 (883)307 
Retirement-related benefit plans:    
Prior service costs/(credits)0 — 0 — 
Net gains/(losses) arising during the period
0 0 0 1 
Curtailments and settlements5 2 7 4 
Amortization of prior service costs/(credits)
(2)(2)(4)(4)
Amortization of net (gains)/losses157 258 308 519 
Total retirement-related benefit plans160 259 311 520 
Other comprehensive income/(loss), before tax(959)322 (1,525)885 
Income tax (expense)/benefit related to items of other comprehensive income493 (153)753 (442)
Other comprehensive income/(loss), net of tax(466)169 (772)442 
Total comprehensive income$1,728 $2,003 $2,476 $3,882 
(Amounts may not add due to rounding.)
(The accompanying notes are an integral part of the financial statements.)
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Table of Contents
INTERNATIONAL BUSINESS MACHINES CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
ASSETS
(Dollars in millions)At June 30, 2025At December 31, 2024
Assets:  
Current assets:  
Cash and cash equivalents$11,943 $13,947 
Restricted cash83 214 
Marketable securities3,504 644 
Notes and accounts receivable — trade (net of allowances of $109 in 2025 and $114 in 2024)
5,974 6,804 
Short-term financing receivables:
Held for investment (net of allowances of $112 in 2025 and $109 in 2024)
5,586 6,259 
Held for sale746 900 
Other accounts receivable (net of allowances of $41 in 2025 and $31 in 2024)
1,187 947 
Inventory, at lower of average cost or net realizable value:
Finished goods188 134 
Work in process and raw materials1,063 1,155 
Total inventory1,251 1,289 
Deferred costs1,182 959 
Prepaid expenses and other current assets2,796 2,520 
Total current assets34,253 34,482 
Property, plant and equipment18,160 17,691 
Less: Accumulated depreciation12,218 11,959 
Property, plant and equipment — net5,943 5,731 
Operating right-of-use assets — net3,315 3,197 
Long-term financing receivables (net of allowances of $29 in 2025 and $19 in 2024)
6,171 5,353 
Prepaid pension assets7,983 7,492 
Deferred costs795 788 
Deferred taxes8,475 6,978 
Goodwill67,506 60,706 
Intangible assets — net12,253 10,660 
Investments and sundry assets1,891 1,787 
Total assets$148,585 $137,175 
(Amounts may not add due to rounding.)
(The accompanying notes are an integral part of the financial statements.)
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Table of Contents
INTERNATIONAL BUSINESS MACHINES CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET – (CONTINUED)
(UNAUDITED)
LIABILITIES AND EQUITY
(Dollars in millions except per share amounts)At June 30, 2025At December 31, 2024
Liabilities:
Current liabilities:  
Taxes$1,681 $2,033 
Short-term debt8,945 5,089 
Accounts payable3,974 4,032 
Compensation and benefits3,353 3,605 
Deferred income15,022 13,907 
Operating lease liabilities820 768 
Other accrued expenses and liabilities3,932 3,709 
Total current liabilities37,726 33,142 
Long-term debt55,219 49,884 
Retirement and nonpension postretirement benefit obligations9,882 9,432 
Deferred income3,913 3,622 
Operating lease liabilities2,735 2,655 
Other liabilities11,522 11,048 
Total liabilities120,998 109,783 
Equity:  
IBM stockholders’ equity:  
Common stock, par value $0.20 per share, and additional paid-in capital
62,392 61,380 
Shares authorized: 4,687,500,000
  
Shares issued: 2025 - 2,284,546,988
  
2024 - 2,279,164,313
  
Retained earnings151,367 151,163 
Treasury stock - at cost(170,209)(169,968)
Shares: 2025 - 1,353,027,746
  
2024 - 1,352,874,243
  
Accumulated other comprehensive income/(loss)(16,041)(15,269)
Total IBM stockholders’ equity27,509 27,307 
Noncontrolling interests79 86 
Total equity27,588 27,393 
Total liabilities and equity$148,585 $137,175 
(Amounts may not add due to rounding.)
(The accompanying notes are an integral part of the financial statements.)
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Table of Contents
INTERNATIONAL BUSINESS MACHINES CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
Six Months Ended June 30,
(Dollars in millions) 2025 2024
Cash flows from operating activities:  
Net income$3,249 $3,439 
Adjustments to reconcile net income to cash provided by operating activities:  
Depreciation (1)
1,114 1,081 
Amortization of capitalized software and acquired intangible assets1,328 1,205 
Stock-based compensation842 636 
Net (gain)/loss on divestitures, asset sales and other(40)(280)
Changes in operating assets and liabilities, net of acquisitions/divestitures
(421)152 
Net cash provided by operating activities6,071 6,234 
Cash flows from investing activities:  
Payments for property, plant and equipment
(454)(459)
Proceeds from disposition of property, plant and equipment/other
111 57 
Investment in software(314)(358)
Purchases of marketable securities and other investments(7,740)(5,596)
Proceeds from disposition of marketable securities and other investments4,962 3,917 
Acquisition of businesses, net of cash acquired(7,845)(235)
Divestiture of businesses, net of cash transferred(1)703 
Net cash provided by/(used in) investing activities(11,281)(1,971)
Cash flows from financing activities:  
Proceeds from new debt8,385 5,705 
Payments to settle debt(2,565)(5,224)
Short-term borrowings/(repayments) less than 90 days — net(29)— 
Common stock repurchases for tax withholdings(437)(350)
Proceeds from issuance of shares (2)
401 385 
Financing — other (2)
(54)(95)
Cash dividends paid(3,112)(3,058)
Net cash provided by/(used in) financing activities2,589 (2,638)
Effect of exchange rate changes on cash, cash equivalents and restricted cash487 (236)
Net change in cash, cash equivalents and restricted cash(2,134)1,389 
Cash, cash equivalents and restricted cash at January 114,160 13,089 
Cash, cash equivalents and restricted cash at June 30$12,026 $14,478 
(1) Includes operating lease right-of-use assets amortization expense of $0.4 billion in 2025 and 2024.
(2) Prior-year amounts have been reclassified to conform to the change in 2025 presentation.
(Amounts may not add due to rounding.)
(The accompanying notes are an integral part of the financial statements.)
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Table of Contents
INTERNATIONAL BUSINESS MACHINES CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF EQUITY
(UNAUDITED)
(Dollars in millions except per share amounts)Common
Stock and
Additional
Paid-in
Capital		 Retained
Earnings		 Treasury
Stock		 Accumulated
Other
Comprehensive
Income/(Loss)		 Total IBM
Stockholders'
Equity		 Non-
Controlling
Interests		 Total
Equity
Equity - April 1, 2025$61,913 $150,703 $(170,160)$(15,575)$26,880 $72 $26,953 
Net income plus other comprehensive income/(loss):        
Net income 2,194   2,194  2,194 
Other comprehensive income/(loss)   (466)(466) (466)
Total comprehensive income    $1,728  $1,728 
Cash dividends paid — common stock ($1.68 per share)
 (1,563)  (1,563) (1,563)
Common stock issued under employee plans (1,896,410 shares)
479    479  479 
Purchases (607,202 shares) and sales (833,460 shares) of treasury stock under employee plans — net
 34 (49) (15) (15)
Changes in noncontrolling interests     7 7 
Equity – June 30, 2025$62,392 $151,367 $(170,209)$(16,041)$27,509 $79 $27,588 
(Dollars in millions except per share amounts)Common
Stock and
Additional
Paid-in
Capital		Retained
Earnings		Treasury
Stock		Accumulated
Other
Comprehensive
Income/(Loss)		Total IBM
Stockholders'
Equity		Non-
Controlling
Interests		Total
Equity
Equity - April 1, 2024$60,145 $151,362 $(169,759)$(18,488)$23,261 $72 $23,333 
Net income plus other comprehensive income/(loss):
       
Net income 1,834   1,834  1,834 
Other comprehensive income/(loss)   169 169  169 
Total comprehensive income
    $2,003  $2,003 
Cash dividends paid — common stock ($1.67 per share)
 (1,537)  (1,537) (1,537)
Common stock issued under employee plans (2,646,967 shares)
356    356 356
Purchases (856,885 shares) and sales (755,447 shares) of treasury stock under employee plans — net
 (1)(57) (58) (58)
Changes in noncontrolling interests     5 5 
Equity - June 30, 2024$60,501 $151,659 $(169,815)$(18,319)$24,026 $77 $24,103 
(Amounts may not add due to rounding.)
(The accompanying notes are an integral part of the financial statements.)

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Table of Contents
INTERNATIONAL BUSINESS MACHINES CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF EQUITY – (CONTINUED)
(UNAUDITED)
(Dollars in millions except per share amounts)Common
Stock and
Additional
Paid-in
Capital		Retained
Earnings		Treasury
Stock		Accumulated
Other
Comprehensive
Income/(Loss)		Total IBM
Stockholders'
Equity		Non-
Controlling
Interests		Total
Equity
Equity - January 1, 2025$61,380 $151,163 $(169,968)$(15,269)$27,307 $86 $27,393 
Net income plus other comprehensive income/(loss):        
Net income 3,249   3,249  3,249 
Other comprehensive income/(loss)   (772)(772) (772)
Total comprehensive income
    $2,476  $2,476 
Cash dividends paid — common stock ($3.35 per share)
 (3,112)  (3,112) (3,112)
Common stock issued under employee plans (5,381,471 shares)
1,012    1,012  1,012 
Purchases (1,708,409 shares) and sales (1,554,907 shares) of treasury stock under employee plans — net
 67 (241) (174) (174)
Changes in noncontrolling interests     (7)(7)
Equity - June 30, 2025$62,392 $151,367 $(170,209)$(16,041)$27,509 $79 $27,588 
(Dollars in millions except per share amounts)Common
Stock and
Additional
Paid-in
Capital		Retained
Earnings		Treasury
Stock		Accumulated
Other
Comprehensive
Income/(Loss)		Total IBM
Stockholders'
Equity		Non-
Controlling
Interests		Total
Equity
Equity - January 1, 2024$59,643 $151,276 $(169,624)$(18,761)$22,533 $80 $22,613 
Net income plus other comprehensive income/(loss):        
Net income 3,439   3,439  3,439 
Other comprehensive income/(loss)   442 442  442 
Total comprehensive income
    $3,882  $3,882 
Cash dividends paid — common stock ($3.33 per share)
 (3,058)  (3,058) (3,058)
Common stock issued under employee plans (6,810,086 shares)
858    858  858 
Purchases (1,944,555 shares) and sales (1,269,017 shares) of treasury stock under employee plans — net
 3 (191) (188) (188)
Changes in noncontrolling interests     (3)(3)
Equity - June 30, 2024$60,501 $151,659 $(169,815)$(18,319)$24,026 $77 $24,103 
(Amounts may not add due to rounding.)
(The accompanying notes are an integral part of the financial statements.)
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Table of Contents
Notes to Consolidated Financial Statements
1
1. Basis of Presentation:
The accompanying Consolidated Financial Statements and footnotes of the International Business Machines Corporation (IBM or the company) have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The financial statements and footnotes are unaudited. In the opinion of the company’s management, these statements include all adjustments, which are only of a normal recurring nature, necessary to present a fair statement of the company’s results of operations, financial position and cash flows.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amount of assets, liabilities, revenue, costs, expenses and other comprehensive income/(loss) that are reported in the Consolidated Financial Statements and accompanying disclosures. These estimates are based on management’s best knowledge of current events, historical experience, actions that the company may undertake in the future and on various other assumptions that are believed to be reasonable under the circumstances. As a result, actual results may be different from these estimates.
In the first quarter of 2025, the company made changes to the reported revenue categories within its Software and Consulting reportable segments. These changes did not impact the company's Consolidated Financial Statements or its reportable segments. The revenue categories are reported on a comparable basis for all periods. Refer to note 3, “Revenue Recognition,” for additional information.
For the six months ended June 30, 2024, the company reported a benefit from income taxes of $112 million. The benefit from income taxes was primarily driven by the resolution of certain tax audit matters in the first quarter of 2024.
On July 4, 2025, H.R. 1, a bill to provide for reconciliation, was signed into law in the United States as Public Law 119-21 (the Act). The Act incorporates various business tax provisions, including the permanent extension of key measures from the 2017 Tax Cuts and Jobs Act. The effects of changes in tax legislation must be recognized in the period of enactment. The company is currently assessing the tax effects of the Act and expects to record a one-time, non-cash charge in the Consolidated Income Statement for the period ending September 30, 2025, primarily for the remeasurement of deferred tax assets and liabilities related to Global Intangible Low-Taxed Income (GILTI), now renamed to Net Controlled Foreign Corporation Tested Income (NCTI).

Noncontrolling interest amounts, included as a reduction within other (income) and expense in the Consolidated Income Statement, were not material to the consolidated results for the periods presented.
The company has supplier finance programs with third-party financial institutions where the company agrees to pay the financial institutions the stated amounts of invoices from participating suppliers on the originally invoiced maturity date, which have an average term of 90 to 120 days, consistent with the company's standard payment terms. The financial institutions offer earlier payment of the invoices at the sole discretion of the supplier for a discounted amount. The company does not provide secured legal assets or other forms of guarantees under the arrangements. The company is not a party to the arrangements between its suppliers and the financial institutions. These obligations are recognized as accounts payable in the Consolidated Balance Sheet. The obligations outstanding under these programs were immaterial at June 30, 2025 and December 31, 2024.
Interim results are not necessarily indicative of financial results for a full year. The information included in this Form 10-Q should be read in conjunction with the company’s 2024 Annual Report.
Within the financial statements and tables presented, certain columns and rows may not add due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts. Certain prior-period amounts have been reclassified to conform to the change in current-period presentation. This is annotated where applicable.


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Table of Contents
Notes to Consolidated Financial Statements — (continued)
2. Accounting Changes:
New Standards to be Implemented
Disaggregation of Income Statement Expenses
Standard/Description–Issuance date: November 2024. This guidance requires a new tabular disclosure of certain types of expenses (including purchases of inventory, employee compensation, depreciation and amortization) that are included within commonly presented expense captions on the income statement. The guidance also requires the disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. Additionally, the guidance requires the disclosure of the total amount of selling expenses and an entity’s definition of selling expenses. The disclosures are required on an interim and annual basis.
Effective Date and Adoption Considerations–The guidance is effective for the company for annual reporting periods beginning in 2027, and for interim reporting periods beginning January 1, 2028. Early adoption is permitted. The company expects to adopt the guidance as of the effective date and to apply the guidance on a prospective basis.
Effect on Financial Statements or Other Significant Matters– The company continues to evaluate the need for any changes to systems, processes, data or controls to meet the additional disclosure requirements. As the guidance is a change to disclosures only, it will impact the Notes to the Consolidated Financial Statements but will not impact the consolidated financial results.
Income Tax Disclosures
Standard/Description–Issuance date: December 2023. This guidance requires disaggregated disclosure of the tax rate reconciliation into eight categories, with further disaggregation required for items greater than a specific threshold. Additionally, the guidance requires the disclosure of income taxes paid disaggregated by federal, state and foreign jurisdictions.
Effective Date and Adoption Considerations–The guidance is effective for annual reporting periods beginning in 2025 and early adoption is permitted. The company will adopt the guidance as of the effective date.
Effect on Financial Statements or Other Significant Matters–As the guidance is a change to disclosures only, it will impact the “Taxes” note within the company's annual financial statements but will not impact the consolidated financial results.
Standards Implemented
Segment Reporting Disclosures
Standard/Description–Issuance date: November 2023. This guidance requires the disclosure of significant segment expenses that are regularly provided to a company's chief operating decision maker and included within each reported measure of segment profit or loss. The company must also disclose “other segment items,” which is the difference between segment revenue less significant expenses for each reported measure of segment profit or loss, and a description of its composition. This guidance also requires certain segment annual disclosures to be provided on an interim basis.
Effective Date and Adoption Considerations–The guidance was effective for annual periods beginning in 2024, and for interim periods beginning January 1, 2025, and is required to be applied on a retrospective basis to all prior periods presented. Early adoption was permitted. The company adopted the guidance as of the effective date.
Effect on Financial Statements or Other Significant Matters–The guidance is a change to disclosures only, that impacted the “Segments” note within the company's quarterly and annual financial statements but did not have an impact on the consolidated financial results.

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Notes to Consolidated Financial Statements — (continued)
3. Revenue Recognition:
Disaggregation of Revenue
In the first quarter of 2025, the company made changes to the reported revenue categories within its Software and Consulting reportable segments to better reflect the market opportunities and how IBM addresses them. Beginning January 1, 2025, the company reports revenue for Hybrid Cloud (Red Hat), Automation, Data and Transaction Processing within Software; and it no longer reports revenue for Hybrid Platform & Solutions. Within Consulting, the company reports revenue for Strategy and Technology and Intelligent Operations. These changes did not impact the company's Consolidated Financial Statements or its reportable segments.
The following tables provide details of revenue by major products/service offerings and revenue by geography.
Revenue by Major Products/Service Offerings
Three Months Ended June 30,Six Months Ended June 30,
(Dollars in millions)2025
2024 (1)
2025
2024 (1)
Hybrid Cloud$1,796 $1,547 $3,483 $3,057 
Automation
1,883 1,620 3,467 3,012 
Data
1,499 1,378 2,736 2,550 
Transaction Processing
2,208 2,194 4,037 4,019 
Total Software$7,387 $6,739 $13,722 $12,637 
Strategy and Technology
2,920 2,895 5,702 5,757 
Intelligent Operations
2,395 2,284 4,680 4,608 
Total Consulting$5,314 $5,179 $10,382 $10,365 
Hybrid Infrastructure2,866 2,360 4,512 4,163 
Infrastructure Support1,275 1,285 2,515 2,558 
Total Infrastructure$4,142 $3,645 $7,027 $6,721 
Financing (2)
166 169 357 362 
Other (3)
(31)38 30 146 
Total revenue$16,977 $15,770 $31,519 $30,231 
(1)Prior-year amounts recast to reflect January 2025 changes to the reported revenue categories within Software and Consulting segments.
(2)Contains lease and loan financing arrangements which are not subject to the guidance on revenue from contracts with customers.
(3)Includes reductions in revenue for estimated residual value less related unearned income on sales-type leases, which reflects the new z17 launch in June 2025. Refer to note A, "Significant Accounting Policies," in the company's 2024 Annual Report for additional information.
Revenue by Geography
Three Months Ended June 30,Six Months Ended June 30,
(Dollars in millions)20252024 20252024
Americas$8,462 $7,979 $15,668 $15,275 
Europe/Middle East/Africa5,413 4,722 9,965 9,035 
Asia Pacific3,103 3,069 5,886 5,922 
Total$16,977 $15,770 $31,519 $30,231 
Remaining Performance Obligations
The remaining performance obligation (RPO) disclosure provides the aggregate amount of the transaction price yet to be recognized as of the end of the reporting period and an explanation as to when the company expects to recognize these amounts in revenue. It is intended to be a statement of overall work under contract that has not yet been performed and does not include contracts in which the customer is not committed, such as certain as-a-service, governmental, term software license and services offerings. The customer is not considered committed when they are able to terminate for
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Notes to Consolidated Financial Statements — (continued)
convenience without payment of a substantive penalty. The disclosure includes estimates of variable consideration, except when the variable consideration is a sales-based or usage-based royalty promised in exchange for a license of intellectual property. Additionally, as a practical expedient, the company does not include contracts that have an original duration of one year or less. RPO estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations, adjustment for revenue that has not materialized and adjustments for currency.
At June 30, 2025, the aggregate amount of the transaction price allocated to RPO related to customer contracts that are unsatisfied or partially unsatisfied was approximately $66 billion. Approximately 69 percent of the amount is expected to be recognized as revenue in the subsequent two years, approximately 27 percent in the subsequent three to five years and the balance thereafter.
Revenue Recognized for Performance Obligations Satisfied (or Partially Satisfied) in Prior Periods
For the three and six months ended June 30, 2025, revenue recognized for performance obligations satisfied or partially satisfied in prior periods was immaterial.
Reconciliation of Contract Balances
The following table provides information about notes and accounts receivable — trade, contract assets and deferred income balances.
(Dollars in millions)At June 30, 2025At December 31, 2024
Notes and accounts receivable — trade (net of allowances of $109 in 2025 and $114 in 2024)
$5,974 $6,804 
Contract assets (1)
$495 $433 
Deferred income (current)$15,022 $13,907 
Deferred income (noncurrent)$3,913 $3,622 
(1)Included within prepaid expenses and other current assets in the Consolidated Balance Sheet.
The amount of revenue recognized during the six months ended June 30, 2025 that was included within the deferred income balance at December 31, 2024 was $7.8 billion and was primarily related to software and services.
The following table provides roll forwards of the notes and accounts receivable–trade allowance for expected credit losses for the six months ended June 30, 2025 and the year ended December 31, 2024.
(Dollars in millions)    
January 1, 2025Additions / (Releases)
Write-offs (1)
Foreign currency and otherJune 30, 2025
$114$(2)$(14)$11$109
January 1, 2024Additions / (Releases)
Write-offs (1)
Foreign currency and otherDecember 31, 2024
$192$(2)$(78)$2$114
(1)The majority of the write-offs during the period related to receivables which had been previously reserved.
The contract assets allowance for expected credit losses was not material in any of the periods presented.

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Notes to Consolidated Financial Statements — (continued)
4. Segments:
The following tables reflect the results of continuing operations of the company’s segments consistent with the management and measurement system utilized within the company. Performance measurement is based on segment profit. The chief operating decision maker (CODM) considers budget-to-actual results of segment profit, both when evaluating the performance of and allocating resources to each of the segments as well as in developing certain compensation recommendations. The CODM reviews segment revenue, cost and profit information related to each segment, which is included in the tables below, but does not regularly review total assets by segment and therefore, such information is not presented.

Management System Segment View
(Dollars in millions)SoftwareConsultingInfrastructureFinancingTotal
Segments
For the three months ended June 30, 2025:
     
Revenue$7,387 $5,314 $4,142 $166 $17,009 
Segment cost1,190 3,854 1,593 90 6,727 
Other expenses and (income) (1)
3,900 898 1,583 (103)6,278 
Segment profit
$2,296 $562 $965 $179 $4,003 
Revenue year-to-year change9.6 %2.6 %13.6 %(1.7)%8.1 %
Segment profit year-to-year change8.7 %21.3 %47.6 %134.2 %21.1 %
Segment profit margin31.1 %10.6 %23.3 %107.9 %23.5 %
For the three months ended June 30, 2024:
     
Revenue$6,739 $5,179 $3,645 $169 $15,732 
Segment cost1,105 3,816 1,585 86 6,592 
Other expenses and (income) (1)
3,522 899 1,406 6 5,833 
Segment profit
$2,113 $463 $654 $77 $3,306 
Segment profit margin31.3 %8.9 %17.9 %45.3 %21.0 %
(1)Other expenses and (income) by segment primarily includes:
Software – Selling, general and administrative (SG&A) expense, Research and development (R&D) expense, Other income and expense
Consulting – SG&A expense
Infrastructure – SG&A expense, R&D expense, Other expense, Intellectual property and custom development income
Financing – Intercompany financing net other income which reflects IBM Z product cycle dynamics, SG&A expense

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Notes to Consolidated Financial Statements — (continued)
Reconciliations to IBM as Reported:
(Dollars in millions)  
For the three months ended June 30:20252024
Revenue:  
Total reportable segments$17,009 $15,732 
Other‒divested businesses(1)0 
Other revenue (1)
(30)38 
Total revenue from continuing operations$16,977 $15,770 
Pre-tax income from continuing operations:  
Total reportable segment profit
$4,003 $3,306 
Amortization of acquired intangible assets(549)(439)
Acquisition-related charges (2)
(26)(36)
Non-operating retirement-related (costs)/income
(25)(98)
Stock-based compensation (3)
(424)(316)
Net interest excluding the Financing segment (343)(218)
Workforce rebalancing charges (3)
(17)(18)
Other‒divested businesses
(20)(4)
Unallocated corporate amounts and other
(2)41 
Total pre-tax income from continuing operations
$2,597 $2,219 
(1)Includes reductions in revenue for the estimated residual value less related unearned income on sales-type leases, which reflects the new z17 launch in June 2025. Refer to note A, “Significant Accounting Policies,” in the company’s 2024 Annual Report for additional information.
(2)2024 includes the impact of foreign exchange derivative contracts entered into by the company prior to the acquisition of StreamSets and webMethods from Software AG. Refer to note 16, "Derivative Financial Instruments," for additional information.
(3)Excludes certain acquisition-related charges.

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Notes to Consolidated Financial Statements — (continued)
Management System Segment View
(Dollars in millions)SoftwareConsultingInfrastructureFinancingTotal
Segments
For the six months ended June 30, 2025:     
Revenue$13,722 $10,382 $7,027 $357 $31,489 
Segment cost2,232 7,540 2,957 194 12,923 
Other expenses and (income) (1)
7,347 1,721 2,858 (84)11,842 
Segment profit
$4,143 $1,121 $1,213 $248 $6,725 
Revenue year-to-year change8.6 %0.2 %4.6 %(1.2)%4.7 %
Segment profit year-to-year change14.7 %26.2 %25.7 %47.1 %19.4 %
Segment profit margin30.2 %10.8 %17.3 %69.3 %21.4 %
For the six months ended June 30, 2024:     
Revenue$12,637 $10,365 $6,721 $362 $30,085 
Segment cost2,144 7,689 2,995 186 13,013 
Other expenses and (income) (1)
6,882 1,788 2,761 8 11,439 
Segment profit
$3,612 $888 $965 $168 $5,633 
Segment profit margin28.6 %8.6 %14.4 %46.5 %18.7 %
(1)Other expenses and (income) by segment primarily includes:
Software – SG&A expense, R&D expense, Other income
Consulting – SG&A expense
Infrastructure – R&D expense, SG&A expense, Other expense, Intellectual property and custom development income
Financing – Intercompany financing net other income which reflects IBM Z product cycle dynamics, SG&A expense
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Notes to Consolidated Financial Statements — (continued)
Reconciliations to IBM as Reported:
(Dollars in millions)  
For the six months ended June 30:20252024
Revenue:  
Total reportable segments$31,489 $30,085 
Other‒divested businesses
(1)35 
Other revenue (1)
31 111 
Total revenue from continuing operations$31,519 $30,231 
Pre-tax income from continuing operations:
Total reportable segment profit
$6,725 $5,633 
Amortization of acquired intangible assets(1,044)(866)
Acquisition-related charges (2)
(88)(96)
Non-operating retirement-related (costs)/income
(48)(194)
Stock-based compensation (3)
(825)(636)
Net interest excluding the Financing segment (608)(442)
Workforce rebalancing charges (3)
(333)(392)
Other‒divested businesses (4)
(28)235 
Unallocated corporate amounts and other
3 50 
Total pre-tax income from continuing operations
$3,755 $3,293 
(1)Includes reductions in revenue for the estimated residual value less related unearned income on sales-type leases, which reflects the new z17 launch in June 2025. Refer to note A, “Significant Accounting Policies,” in the company’s 2024 Annual Report for additional information.
(2)2024 includes the impact of foreign exchange derivative contracts entered into by the company prior to the acquisition of StreamSets and webMethods from Software AG. Refer to note 16, "Derivative Financial Instruments," for additional information.
(3)Excludes certain acquisition-related charges.
(4)2024 includes a gain from the divestiture of The Weather Company assets.


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Notes to Consolidated Financial Statements — (continued)
Other Reportable Segment Items
(Dollars in millions)SoftwareConsultingInfrastructureFinancingTotal
Segments
For the three months ended June 30, 2025:
Depreciation (1) /amortization of non-acquired intangibles
$134 $20 $278 $0 $433 
Interest Income— — — 162 162 
Interest Expense— — — 84 84 
For the three months ended June 30, 2024:
Depreciation (1) /amortization of non-acquired intangibles
$135 $26 $269 $3 $432 
Interest Income— — — 163 163 
Interest Expense— — — 95 95 
(Dollars in millions)SoftwareConsultingInfrastructureFinancingTotal
Segments
For the six months ended June 30, 2025:
Depreciation (1) /amortization of non-acquired intangibles
$255 $40 $544 $2 $842 
Interest Income— — — 338 338 
Interest Expense— — — 173 173 
For the six months ended June 30, 2024:
Depreciation (1) /amortization of non-acquired intangibles
$263 $53 $535 $5 $856 
Interest Income— — — 343 343 
Interest Expense— — — 197 197 
(1)Where several segments share the use of leased or owned assets, a landlord's ownership of these assets is assigned to one segment. While depreciation expense is allocated to each user segment, it is presented consistently with the landlord's ownership; therefore, there will not be a precise correlation between segment profit and the segment depreciation reported above.

Immaterial Items
The resulting gains and (losses) from equity method investments that are attributable to the segments did not have a material effect on the financial results of the segments.

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Notes to Consolidated Financial Statements — (continued)
5. Acquisitions & Divestitures:
Acquisitions
Purchase price consideration for all acquisitions was paid primarily in cash. All acquisitions, unless otherwise stated, were for 100 percent of the acquired business and are reported in the Consolidated Statement of Cash Flows, net of acquired cash and cash equivalents.
During the six months ended June 30, 2025, the company completed four acquisitions within the Software segment and two acquisitions within the Consulting segment at an aggregate total purchase price of $8,887 million. These acquisitions are expected to enhance the company’s portfolio of products and services capabilities and further advance IBM’s hybrid cloud and AI strategy.
At June 30, 2025, the remaining cash to be remitted by the company related to certain first-half 2025 acquisitions was $152 million, of which $63 million was classified as restricted cash in the Consolidated Balance Sheet. The remaining cash amount is primarily expected to be paid in 2026 and will be presented as financing activity in the Consolidated Statement of Cash Flows at settlement.
The following table reflects the purchase price related to these acquisitions and the resulting purchase price allocations as of June 30, 2025.
(Dollars in millions)Amortization
Life (in years)
HashiCorp, Inc.
 (HashiCorp)
Other
Acquisitions
Current assets (1)
$1,451 $151 
Property, plant and equipment/noncurrent assets457 104 
Intangible assets:
 GoodwillN/A4,675 945 
 Client relationships
5-13
980 295 
 Completed technology
5-7
770 193 
 Trademarks
1-7
85 6 
Total assets acquired$8,418 $1,694 
Current liabilities478 137 
Noncurrent liabilities507 104 
Total liabilities assumed$985 $241 
Total purchase price$7,433 $1,453 
(1)Includes $929 million of cash and cash equivalents and $331 million of short-term marketable securities acquired from HashiCorp at the acquisition date.
N/A – not applicable
The goodwill generated from these acquisitions is primarily attributable to the assembled workforce and the expected synergies from the integration of the acquired businesses. The identified intangible assets are amortized on a straight-line basis over their useful life which approximates the economic life of the assets.
The valuation of the assets acquired and liabilities assumed is subject to revision. If additional information becomes available, the company may further revise the purchase price allocation as soon as practical, but no later than one year from the acquisition date.

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Notes to Consolidated Financial Statements — (continued)
HashiCorp — On February 27, 2025, the company completed the acquisition of all of the outstanding shares of HashiCorp. The combined IBM and HashiCorp portfolios help clients manage growing application and infrastructure complexity and create a comprehensive end-to-end hybrid cloud platform designed for the AI era. HashiCorp's shareholders on record immediately prior to the effective time on the closing date received $35 per share in cash, representing a total equity value of approximately $7.2 billion. The following table reflects the consideration paid related to the acquisition.
(Dollars in millions)
Total Consideration (1)
Cash paid for outstanding HashiCorp common stock
$7,212 
Cash paid for HashiCorp equity awards
178 
Cash consideration
$7,390 
Fair value of stock-based compensation awards attributable to pre-acquisition services
40 
Settlement of pre-existing relationships
3 
Total consideration
$7,433 
(1)As part of the assets acquired, the company received $929 million of cash and cash equivalents and $331 million of short-term marketable securities from HashiCorp.
Goodwill of $4,532 million and $143 million was assigned to the Software and Consulting segments, respectively. It is expected that none of the goodwill will be deductible for tax purposes. The overall weighted-average useful life of the identified amortizable intangible assets acquired was 9.8 years. In connection with the acquisition, the company issued and assumed 1.7 million stock awards with a fair value of $381 million. Refer to note 17, "Stock-Based Compensation," for additional information. The acquisition was integrated into the Software segment.
Other Acquisitions — Goodwill of $482 million and $463 million was assigned to the Consulting and Software segments, respectively. It is expected that 2 percent of the goodwill will be deductible for tax purposes. The overall weighted-average useful life of the identified amortizable intangible assets acquired was 6.6 years.
6. Other (Income) and Expense:
Components of other (income) and expense are as follows:
Three Months Ended June 30,Six Months Ended June 30,
(Dollars in millions)2025202420252024
Other (income) and expense:
(Gains)/losses on foreign currency transactions (1)
$773 $(140)$1,215 $(345)
(Gains)/losses on derivative instruments (1)
(601)140 (1,043)427 
Interest income(172)(217)(363)(427)
Net (gains)/losses from securities and investment assets(19)0 10 (10)
Retirement-related costs/(income)25 98 48 194 
Other (2)
(45)(114)(71)(389)
Total other (income) and expense$(39)$(233)$(204)$(550)
(1)The company uses financial hedging instruments to limit specific currency risks related to foreign currency-based transactions. The hedging program does not hedge 100 percent of currency exposures and defers, versus eliminates, the impact of currency. Refer to note 16, “Derivative Financial Instruments,” for additional information on foreign exchange risk.
(2)For the six months ended June 30, 2024, the company recognized a pre-tax gain of $239 million from the divestiture of The Weather Company assets.
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Notes to Consolidated Financial Statements — (continued)
7. Earnings Per Share of Common Stock:
The following tables provide the computation of basic and diluted earnings per share of common stock for the three and six months ended June 30, 2025 and 2024.
(Dollars in millions except per share amounts)
For the three months ended June 30:20252024
Number of shares on which basic earnings per share is calculated:  
Weighted-average shares outstanding during period930,807,276920,287,541
Add — Incremental shares under stock-based compensation plans14,690,01011,883,820
Add — Incremental shares associated with contingently issuable shares2,464,6312,226,234
Number of shares on which diluted earnings per share is calculated947,961,917934,397,595
Income from continuing operations
$2,193 $1,830 
Income from discontinued operations, net of tax
1 4 
Net income on which basic and dilutive earnings per share is calculated
$2,194 $1,834 
Earnings per share of common stock:
  
Assuming dilution  
Continuing operations$2.31 $1.96 
Discontinued operations0.00 0.00 
Total$2.31 $1.96 
Basic
Continuing operations$2.36 $1.99 
Discontinued operations0.00 0.00 
Total$2.36 $1.99 
Stock options to purchase 1,852,037 shares and 2,985,594 shares were outstanding as of June 30, 2025 and 2024, respectively, but were not included in the computation of diluted earnings per share because the exercise price of the options during the respective period was greater than the average market price of the common shares, and therefore, the effect would have been antidilutive.
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Notes to Consolidated Financial Statements — (continued)
(Dollars in millions except per share amounts)
For the six months ended June 30:20252024
Number of shares on which basic earnings per share is calculated:  
Weighted-average shares outstanding during period929,407,000918,733,160
Add — Incremental shares under stock-based compensation plans14,955,43613,070,105
Add — Incremental shares associated with contingently issuable shares2,302,6372,111,189
Number of shares on which diluted earnings per share is calculated946,665,073933,914,454
Income from continuing operations
$3,248 $3,405 
Income/(loss) from discontinued operations, net of tax1 34 
Net income on which basic and dilutive earnings per share is calculated$3,249 $3,439 
Earnings/(loss) per share of common stock:  
Assuming dilution  
Continuing operations$3.43 $3.65 
Discontinued operations0.00 0.04 
Total$3.43 $3.68 
Basic
Continuing operations$3.49 $3.71 
Discontinued operations0.00 0.04 
Total$3.50 $3.74 
Stock options to purchase 1,855,810 shares and 1,523,477 shares (average of first and second quarter share amounts) were outstanding as of June 30, 2025 and 2024, respectively, but were not included in the computation of diluted earnings per share because the exercise price of the options during the respective period was greater than the average market price of the common shares, and therefore, the effect would have been antidilutive.
8. Financial Assets & Liabilities:
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The company classifies certain assets and liabilities based on the following fair value hierarchy:
•Level 1–Quoted prices (unadjusted) in active markets for identical assets or liabilities that can be accessed at the measurement date;
•Level 2–Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
•Level 3–Unobservable inputs for the asset or liability.

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Notes to Consolidated Financial Statements — (continued)
When available, the company uses unadjusted quoted market prices in active markets to measure the fair value and classifies such items as Level 1. If quoted market prices are not available, fair value is based upon internally developed models that use current market-based or independently sourced market parameters such as interest rates and currency rates. Items valued using internally generated models are classified according to the lowest level input or value driver that is significant to the valuation.
The determination of fair value considers various factors including interest rate yield curves and time value underlying the financial instruments. For derivatives and debt securities, the company uses a discounted cash flow analysis using discount rates commensurate with the duration of the instrument.
In determining the fair value of financial instruments, the company considers certain market valuation adjustments to the “base valuations” calculated using the methodologies described below for several parameters that market participants would consider in determining fair value:
•Counterparty credit risk adjustments are applied to financial instruments, taking into account the actual credit risk of a counterparty as observed in the credit default swap market to determine the true fair value of such an instrument.
•Credit risk adjustments are applied to reflect the company’s own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the company’s own credit risk as observed in the credit default swap market.
The company holds investments primarily in time deposits, certificates of deposit, and U.S. government debt that are designated as available-for-sale. The primary objective of the company’s cash and debt investment portfolio is to protect principal by investing in very liquid investment securities with highly rated counterparties.
Available-for-sale securities are measured for impairment on a recurring basis by comparing the security’s fair value with its amortized cost basis. If the fair value of the security falls below its amortized cost basis, the change in fair value is recognized in the period the impairment is identified when the loss is due to credit factors. The change in fair value due to non-credit factors is recorded in other comprehensive income when the company does not intend to sell and has the ability to hold the investment. The company’s standard practice is to hold all of its debt security investments classified as available-for-sale until maturity. No impairments for credit losses and no material non-credit impairments were recorded for the three and six months ended June 30, 2025 and 2024, respectively.
Certain non-financial assets such as property, plant and equipment, operating right-of-use assets, goodwill and intangible assets are also subject to nonrecurring fair value measurements if they are deemed to be impaired. The impairment models used for non-financial assets depend on the type of asset. There were no material impairments of non-financial assets for the three and six months ended June 30, 2025 and 2024, respectively.
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Notes to Consolidated Financial Statements — (continued)
The following table presents the company’s financial assets and financial liabilities that are measured at fair value on a recurring basis at June 30, 2025 and December 31, 2024.
Fair Value
Hierarchy
Level		At June 30, 2025At December 31, 2024
(Dollars in millions)
Assets (5)
Liabilities (6)
Assets (5)
Liabilities (6)
Cash equivalents: (1)
Time deposits, certificates of deposit and other (2)
2$6,652 N/A$6,663 N/A
Money market funds1564 N/A 284 N/A
Total cash equivalents$7,216 N/A$6,948 N/A
Equity investments1— N/A— N/A
Debt securities-current (2) (3)
23,504 N/A644 N/A
Debt securities-noncurrent (2) (4)
2,34 N/A124 N/A
Derivatives designated as hedging instruments:
Interest rate contracts21 214 — 362 
Foreign exchange contracts2500 591 645 294 
Derivatives not designated as hedging instruments:
Foreign exchange contracts251 15 22 43 
Equity contracts 2 116 0 4 27 
Total$11,391 $820 $8,386 $726 
(1)Included within cash and cash equivalents in the Consolidated Balance Sheet.
(2)Available-for-sale debt securities with carrying values that approximate fair value.
(3)Term deposits and government securities that are reported within marketable securities in the Consolidated Balance Sheet.
(4)December 31, 2024 balance includes a seller financing loan of approximately $100 million in connection with the divestiture of The Weather Company assets that was repaid early by the debtor in the second quarter of 2025, reported within investments and sundry assets in the Consolidated Balance Sheet.
(5)The gross balances of derivative assets contained within prepaid expenses and other current assets, and investments and sundry assets in the Consolidated Balance Sheet at June 30, 2025 were $329 million and $338 million, respectively, and at December 31, 2024 were $575 million and $96 million, respectively.
(6)The gross balances of derivative liabilities contained within other accrued expenses and liabilities, and other liabilities in the Consolidated Balance Sheet at June 30, 2025 were $559 million and $262 million, respectively, and at December 31, 2024 were $262 million and $463 million, respectively.
N/A – not applicable
Financial Assets and Liabilities Not Measured at Fair Value
Short-Term Receivables and Payables
Short-term receivables (excluding the current portion of long-term receivables) and other investments are financial assets with carrying values that approximate fair value. Accounts payable, other accrued expenses and short-term debt (excluding the current portion of long-term debt) are financial liabilities with carrying values that approximate fair value. If measured at fair value in the financial statements, these financial instruments would be classified as Level 3 in the fair value hierarchy, except for short-term debt which would be classified as Level 2.
Loans and Long-Term Receivables
Fair values are based on discounted future cash flows using current interest rates offered for similar loans to clients with similar credit ratings for the same remaining maturities. At June 30, 2025 and December 31, 2024, the difference between the carrying amount and estimated fair value for loans and long-term receivables was immaterial. If measured at fair value in the financial statements, these financial instruments would be classified as Level 3 in the fair value hierarchy.
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Notes to Consolidated Financial Statements — (continued)
Long-Term Debt
Fair value of publicly traded long-term debt is based on quoted market prices for the identical liability when traded as an asset in an active market. For other long-term debt (including long-term finance lease liabilities) for which a quoted market price is not available, an expected present value technique that uses rates currently available to the company for debt with similar terms and remaining maturities is used to estimate fair value. The carrying amount of long-term debt was $55,219 million and $49,884 million, and the estimated fair value was $52,968 million and $47,389 million at June 30, 2025 and December 31, 2024, respectively. If measured at fair value in the financial statements, long-term debt (including the current portion) would be classified as Level 2 in the fair value hierarchy.
9. Financing Receivables:
Financing receivables primarily consist of client loan and installment payment receivables (loans), investment in sales-type and direct financing leases (collectively referred to as client financing receivables) and commercial financing receivables. Loans are provided primarily to clients to finance the purchase of IBM hardware, software and services. Payment terms on these financing arrangements are for terms generally up to seven years. Investment in sales-type and direct financing leases relate principally to the company’s Infrastructure products and are for terms generally up to five years. Commercial financing receivables, which consist of both held-for-investment and held-for-sale receivables, relate primarily to working capital financing for business partners and distributors of IBM products and services. Payment terms for working capital financing generally range from 30 to 60 days.
A summary of the components of the company’s financing receivables is presented as follows:
Client Financing Receivables
Client Loan and Installment Payment ReceivablesInvestment in Sales-Type and Direct Financing
Commercial Financing Receivables
(Dollars in millions)Held forHeld for
At June 30, 2025(Loans)LeasesInvestment
Sale (1)
Total
Financing receivables, gross$8,060 $3,769 $541 $746 $13,116 
Unearned income(645)(401)— — (1,045)
Unguaranteed residual value— 574 — — 574 
Amortized cost$7,415 $3,942 $541 $746 $12,644 
Allowance for credit losses(69)(67)(5)— (141)
Total financing receivables, net$7,346 $3,875 $536 $746 $12,503 
Current portion$3,561 $1,489 $536 $746 $6,333 
Noncurrent portion$3,785 $2,386 $— $— $6,171 
Client Financing Receivables
Client Loan and Installment Payment ReceivablesInvestment in Sales-Type and Direct Financing
Commercial Financing Receivables
(Dollars in millions)Held forHeld for
At December 31, 2024(Loans)LeasesInvestment
Sale (1)
Total
Financing receivables, gross$7,425 $3,406 $1,322 $900 $13,052 
Unearned income(547)(344)— — (891)
Unguaranteed residual value— 479 — — 479 
Amortized cost$6,878 $3,540 $1,322 $900 $12,639 
Allowance for credit losses(73)(50)(5)— (128)
Total financing receivables, net$6,804 $3,491 $1,317 $900 $12,512 
Current portion$3,535 $1,408 $1,317 $900 $7,159 
Noncurrent portion$3,269 $2,083 $— $— $5,353 
(1)The carrying value of the receivables classified as held for sale approximates fair value.

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Notes to Consolidated Financial Statements — (continued)
The company has a long-standing practice of taking mitigation actions, in certain circumstances, to transfer credit risk to third parties. These actions may include credit insurance, financial guarantees, nonrecourse secured borrowings, true sales, or sales of equipment under operating lease. Sale of receivables arrangements are also utilized in the normal course of business as part of the company’s cash and liquidity management.
Financing receivables pledged as collateral for secured borrowings were $166 million and $213 million at June 30, 2025 and December 31, 2024, respectively. These borrowings are included in note 12, “Borrowings.”
Transfer of Financial Assets
Effective January 1, 2025, the company extended its existing agreement for a 26-month term with a third-party investor to sell up to $1.3 billion of IBM short-term commercial financing receivables on a revolving basis. In addition, the company enters into agreements with third-party financial institutions to sell certain of its client financing receivables, including both loan and lease receivables, for cash proceeds. There were no material client financing receivables transferred for the six months ended June 30, 2025 and 2024.
The following table presents the total amount of commercial financing receivables transferred.
(Dollars in millions)
For the six months ended June 30:20252024
Commercial financing receivables:
Receivables transferred during the period$3,715 $3,686 
Receivables uncollected at end of period (1)
$686 $786 
(1)Of the total amount of commercial financing receivables sold and derecognized from the Consolidated Balance Sheet, the amounts presented remained uncollected from business partners as of June 30, 2025 and 2024.
The transfer of these receivables qualified as true sales and therefore reduced financing receivables. The cash proceeds from the sales are included in cash flows from operating activities. For the six months ended June 30, 2025 and 2024, the net loss, including fees, associated with the transfer of commercial financing receivables was $25 million and $33 million, respectively, and is included in other (income) and expense in the Consolidated Income Statement. For the company’s policy on determining treatment for transfer of financial assets, refer to note A, “Significant Accounting Policies,” in the company’s 2024 Annual Report.
Financing Receivables by Portfolio Segment
The following tables present the amortized cost basis for client financing receivables at June 30, 2025 and December 31, 2024, further segmented by three classes: Americas, Europe/Middle East/Africa (EMEA) and Asia Pacific. The commercial financing receivables portfolio segment is excluded from the tables in the sections below as the receivables are short term in nature and the current estimated risk of loss and resulting impact to the company’s financial results are not material.
(Dollars in millions)    
At June 30, 2025:AmericasEMEAAsia PacificTotal
Amortized cost$6,293 $3,515 $1,549 $11,357 
Allowance for credit losses:    
Beginning balance at January 1, 2025$69 $45 $9 $123 
Write-offs$(14)$0 $0 $(14)
Recoveries0 0 0 0 
Additions/(releases)9 5 2 16 
Other (1)
5 6 0 11 
Ending balance at June 30, 2025$69 $56 $11 $136 
(1)Primarily represents translation adjustments.
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Notes to Consolidated Financial Statements — (continued)
(Dollars in millions)    
At December 31, 2024:AmericasEMEAAsia PacificTotal
Amortized cost$5,861 $3,128 $1,429 $10,418 
Allowance for credit losses:   
Beginning balance at January 1, 2024$92 $48 $11 $150 
Write-offs$(2)$(1)$0 $(3)
Recoveries1 0 0 1 
Additions/(releases)(10)0 (2)(12)
Other (1)
(11)(2)0 (14)
Ending balance at December 31, 2024$69 $45 $9 $123 
(1)Primarily represents translation adjustments.
When determining the allowances, financing receivables are evaluated either on an individual or a collective basis. For the company’s policy on determining allowances for credit losses, refer to note A, “Significant Accounting Policies,” in the company’s 2024 Annual Report.
Past Due Financing Receivables
The company summarizes information about the amortized cost basis for client financing receivables, including amortized cost aged over 90 days and still accruing, billed invoices aged over 90 days and still accruing, and amortized cost not accruing.
(Dollars in millions)Total
Amortized
Cost
Amortized
Cost
> 90 Days (1)
Amortized
Cost
> 90 Days and
Accruing (1)
Billed
Invoices
> 90 Days and
Accruing
Amortized
Cost
Not
Accruing (2)
At June 30, 2025:
Americas$6,293 $56 $8 $1 $50 
EMEA3,515 32 1 0 32 
Asia Pacific1,549 10 3 0 7 
Total client financing receivables$11,357 $99 $12 $2 $90 
(Dollars in millions)Total
Amortized
Cost
Amortized
Cost
> 90 Days (1)
Amortized
Cost
> 90 Days and
Accruing (1)
Billed
Invoices
> 90 Days and
Accruing
Amortized
Cost
Not
Accruing (2)
At December 31, 2024:
Americas$5,861 $66 $7 $1 $62 
EMEA3,128 29 1 0 28 
Asia Pacific1,429 8 0 0 7 
Total client financing receivables$10,418 $103 $8 $1 $97 
(1)At a contract level, which includes total billed and unbilled amounts for financing receivables aged greater than 90 days.
(2)Of the amortized cost not accruing, there was a related allowance of $88 million and $94 million at June 30, 2025 and December 31, 2024, respectively. Financing income recognized on these receivables was immaterial for the three and six months ended June 30, 2025 and 2024, respectively.
Credit Quality Indicators
The company’s credit quality indicators, which are based on rating agency data, publicly available information and information provided by customers, are reviewed periodically based on the relative level of risk. The resulting indicators are a numerical rating system that maps to Moody’s Investors Service credit ratings as shown below. The company uses information provided by Moody’s, where available, as one of many inputs in its determination of customer credit ratings. The credit quality of the customer is evaluated based on these indicators and is assigned the same risk rating whether the receivable is a lease or a loan.
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Notes to Consolidated Financial Statements — (continued)
The following tables present the amortized cost basis for client financing receivables by credit quality indicator at June 30, 2025 and December 31, 2024, respectively. Receivables with a credit quality indicator ranging from Aaa to Baa3 are considered investment grade. All others are considered non-investment grade. The credit quality indicators reflect mitigating credit enhancement actions taken by customers which reduce the risk to IBM. Gross write-offs by vintage year at June 30, 2025 and December 31, 2024 were not material.
(Dollars in millions)AmericasEMEAAsia Pacific
At June 30, 2025:Aaa – Baa3
Ba1 – C
Aaa – Baa3
Ba1 – C
Aaa – Baa3
Ba1 – C
Vintage year:      
2025$2,058 $251 $774 $208 $385 $64 
20241,545 332 944 461 469 57 
2023926 297 295 216 252 14 
2022587 68 302 130 191 21 
2021127 11 83 16 49 3 
2020 and prior40 50 42 46 31 14 
Total$5,282 $1,010 $2,439 $1,076 $1,377 $172 
(Dollars in millions)AmericasEMEAAsia Pacific
At December 31, 2024:Aaa – Baa3
Ba1 – C
Aaa – Baa3
Ba1 – C
Aaa – Baa3
Ba1 – C
Vintage year:      
2024$2,080 $621 $1,145 $514 $616 $77 
20231,372 310 341 258 285 19 
2022950 113 408 194 254 26 
2021233 24 125 27 69 5 
202043 17 29 15 36 8 
2019 and prior53 44 37 35 26 7 
Total$4,732 $1,129 $2,085 $1,043 $1,287 $142 
Modifications
The company did not have any significant modifications due to clients experiencing financial difficulty during the six months ended June 30, 2025 or for the year ended December 31, 2024.
10. Leases:
Accounting for Leases as a Lessor
The following table presents amounts included in the Consolidated Income Statement related to lessor activity.
Three Months Ended June 30,Six Months Ended June 30,
(Dollars in millions)2025202420252024
Lease income — sales-type and direct financing leases:
    
Sales-type lease selling price$877 $367 $947 $480 
Less: Carrying value of underlying assets (1)
(152)(66)(182)(94)
Gross profit$725 $301 $765 $386 
Interest income on lease receivables54 69 115 138 
Total sales-type and direct financing lease income$779 $370 $881 $524 
Lease income — operating leases
11 16 21 34 
Variable lease income16 18 28 38 
Total lease income$806 $404 $930 $596 
(1)Excludes unguaranteed residual value.
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Notes to Consolidated Financial Statements — (continued)
11. Intangible Assets Including Goodwill:
Intangible Assets
The following tables present the company's intangible asset balances by major asset class.
At June 30, 2025
(Dollars in millions)Gross Carrying
Amount		Accumulated
Amortization
Net Carrying
Amount (1)
Intangible asset class:
Capitalized software$1,290 $(405)$885 
Client relationships11,221 (5,073)6,148 
Completed technology7,364 (3,642)3,722 
Patents/trademarks2,003 (603)1,399 
Other (2)
138 (39)99 
Total$22,016 $(9,763)$12,253 
At December 31, 2024
(Dollars in millions)Gross Carrying
Amount		Accumulated
Amortization
Net Carrying
Amount (1)
Intangible asset class:
Capitalized software$1,282 $(492)$790 
Client relationships9,704 (4,387)5,317 
Completed technology6,297 (3,164)3,132 
Patents/trademarks1,826 (519)1,307 
Other (2)
138 (24)114 
Total$19,247 $(8,587)$10,660 
(1)Amounts at June 30, 2025 and December 31, 2024 include an increase in the net intangible asset balance of $190 million and a decrease in the net intangible asset balance of $126 million, respectively, due to foreign currency translation.
(2)Other intangibles are primarily acquired proprietary and non-proprietary technology licenses, data, business processes, methodologies and systems.
The net carrying amount of intangible assets increased $1,593 million during the first six months of 2025, primarily due to additions of acquired intangibles from business combinations of $2,329 million, primarily driven by the acquisition of HashiCorp in the first quarter of 2025 and additions of capitalized software, partially offset by intangible asset amortization. The aggregate intangible asset amortization expense was $687 million and $1,328 million for the three and six months ended June 30, 2025 and $607 million and $1,205 million for the three and six months ended June 30, 2024, respectively. During the six months ended June 30, 2025, the company retired $392 million of fully amortized intangible assets, impacting both the gross carrying amount and accumulated amortization by this amount.
The future amortization expense relating to intangible assets currently recorded in the Consolidated Balance Sheet was estimated to be the following at June 30, 2025:
(Dollars in millions)Capitalized
Software		Acquired
Intangibles		Total
Remainder of 2025$246 $1,146 $1,392 
2026377 2,246 2,623 
2027219 2,203 2,423 
202843 1,898 1,941 
20290 1,231 1,231 
Thereafter— 2,643 2,643 
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Notes to Consolidated Financial Statements — (continued)
Goodwill
The changes in the goodwill balances by segment for the six months ended June 30, 2025 and for the year ended December 31, 2024 were as follows:
(Dollars in millions)BalanceGoodwill
Additions
Purchase
Price
Adjustments
Foreign
Currency
Translation
and Other
Adjustments (1)
Balance
Segment1/1/2025Divestitures6/30/2025
Software$47,136 $4,994 $12 $— $912 $53,054 
Consulting9,206 613 11 — 230 10,059 
Infrastructure4,363 — 0 0 31 4,393 
Other— — — — — — 
Total$60,706 $5,607 $22 $0 $1,172 $67,506 
(Dollars in millions)BalanceGoodwill
Additions
Purchase
Price
Adjustments
Foreign
Currency
Translation
and Other
Adjustments (1)
Balance
Segment
1/1/2024Divestitures12/31/2024
Software
$46,447 $1,511 $(51)$— $(770)$47,136 
Consulting
8,883 469 (3)(1)(142)9,206 
Infrastructure4,384 8 (1)— (28)4,363 
Other (2)
464 — — (464)— — 
Total$60,178 $1,987 $(55)$(465)$(940)$60,706 
(1)Primarily driven by foreign currency translation.
(2)In the first quarter of 2024, the company derecognized goodwill related to the divestiture of The Weather Company assets.
Goodwill additions recorded in the six months ended June 30, 2025 were primarily driven by the acquisition of HashiCorp. Refer to note 5, “Acquisitions & Divestitures,” for additional information.
There were no goodwill impairment losses recorded during the six months ended June 30, 2025 or the year ended December 31, 2024 and the company has no accumulated impairment losses. Purchase price adjustments recorded during the six months ended June 30, 2025 and the year ended December 31, 2024 were related to acquisitions that were still subject to the measurement period that ends at the earlier of 12 months from the acquisition date or when information becomes available. Net purchase price adjustments recorded in the six months ended June 30, 2025 and the year ended December 31, 2024 were not material.
12. Borrowings:
Short-Term Debt
The company's total short-term debt at June 30, 2025 and December 31, 2024 was $8,945 million and $5,089 million, respectively, and primarily consisted of current maturities of long-term debt detailed in “Long-Term Debt” below.

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Notes to Consolidated Financial Statements — (continued)
Long-Term Debt
Pre-Swap Borrowing
 BalanceBalance
(Dollars in millions)Maturities6/30/202512/31/2024
U.S. dollar debt (weighted-average interest rate at June 30, 2025): (1)
   
5.1%2025$1,600 $1,601 
3.7%20265,800 5,800 
3.3%20274,119 4,119 
4.8%20282,320 1,313 
3.6%20293,752 3,750 
3.2%20302,355 1,350 
4.8%2031500 500 
4.6%20322,700 1,850 
4.8%2033750 750 
4.9%20341,000 1,000 
5.2%2035900 — 
8.0%203883 83 
4.5%20392,745 2,745 
2.9%2040650 650 
4.0%20421,107 1,107 
5.3%20441,000 1,000 
7.0%204527 27 
4.7%2046650 650 
4.3%20493,000 3,000 
3.0%2050750 750 
4.2% 2052 1,400 1,400 
5.1% 2053 650 650 
5.3% 2054 1,400 1,400 
5.7% 2055 1,000 — 
7.1% 2096 316 316 
$40,576 $35,813 
Euro debt (weighted-average interest rate at June 30, 2025): (1)
2.9% 2025 $1,174 $3,106 
2.3% 2027 2,348 2,071 
0.7% 2028 2,113 1,863 
1.5% 2029 1,174 1,035 
1.7% 2030 2,054 1,035 
2.7% 2031 2,935 2,588 
0.7% 2032 1,878 1,656 
3.2% 2033 1,291 — 
1.3% 2034 1,174 1,035 
3.8% 2035 1,174 1,035 
3.5% 2037 1,056 — 
1.2% 2040 998 880 
4.0% 2043 1,174 1,035 
3.8% 2045 880 — 
$21,422 $17,340 
Other currencies (weighted-average interest rate at June 30, 2025): (1)
  
Pound sterling (4.9%)
2038$1,027 $939 
Japanese yen (0.9%)
2026–2028880 808 
Other (13.8%)
2025–2027158 212 
$64,063 $55,111 
Finance lease obligations (4.8% weighted-average interest rate at June 30, 2025)
2025–20351,180 1,000 
$65,242 $56,112 
Less: net unamortized discount 825 824 
Less: net unamortized debt issuance costs 197 168 
Add: fair value adjustment (2)
 (57)(176)
$64,164 $54,943 
Less: current maturities 8,944 5,059 
Total $55,219 $49,884 
(1)Includes notes, debentures, bank loans and secured borrowings.
(2)The portion of the company’s fixed-rate debt obligations that is hedged is reflected in the Consolidated Balance Sheet as an amount equal to the sum of the debt’s carrying value and a fair value adjustment representing changes in the fair value of the hedged debt obligations attributable to movements in benchmark interest rates.

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Notes to Consolidated Financial Statements — (continued)
The company’s indenture governing its debt securities and its various credit facilities each contain significant covenants which obligate the company to promptly pay principal and interest, limit the aggregate amount of secured indebtedness and sale and leaseback transactions to 10 percent of the company’s consolidated net tangible assets, and restrict the company’s ability to merge or consolidate unless certain conditions are met. The credit facilities also include a covenant on the company’s consolidated net interest expense ratio, which cannot be less than 2.20 to 1.0, as well as a cross default provision with respect to other defaulted indebtedness of at least $500 million.
The company is in compliance with its debt covenants and provides periodic certifications to its lenders. The failure to comply with its debt covenants could constitute an event of default with respect to the debt to which such provisions apply. If certain events of default were to occur, the principal and interest on the debt to which such event of default applied would become immediately due and payable.
In the first quarter of 2024, IBM International Capital Pte. Ltd (IIC), a wholly owned finance subsidiary of the company, issued $5.5 billion of U.S. dollar fixed-rate notes (IIC Notes) in tranches with maturities ranging from 2 to 30 years and coupons ranging from 4.6 to 5.3 percent. IIC is a 100 percent owned finance subsidiary of IBM, as described by the SEC in Rule 13-01(a)(4)(vi) of Regulation S-X, the primary purpose of which is to borrow money to be made available for the benefit of IBM and its affiliates. The IIC Notes are fully and unconditionally guaranteed by IBM, and no other subsidiary of IBM guarantees the IIC Notes.
On February 10, 2025, the company issued $3.6 billion of Euro fixed-rate notes in tranches with maturities ranging from 5 to 20 years and coupons ranging from 2.9 to 3.8 percent; and $4.75 billion of U.S. dollar fixed-rate notes in tranches with maturities ranging from 3 to 30 years and coupons ranging from 4.65 to 5.7 percent.
Pre-swap annual contractual obligations of long-term debt outstanding at June 30, 2025, were as follows:
(Dollars in millions)Total
Remainder of 2025$2,968 
20266,431 
20276,732 
20285,200 
20295,083 
Thereafter38,828 
Total$65,242 
Interest on Debt
(Dollars in millions)  
For the six months ended June 30:20252024
Cost of financing$173 $167 
Interest expense965 859 
Interest capitalized4 6 
Total interest paid and accrued$1,141 $1,032 
Lines of Credit
On June, 20, 2025, the company amended its $2.5 billion Three-Year Credit Agreement and $7.5 billion Five-Year Credit Agreement (the Credit Agreements) to extend the maturity dates to June 20, 2028 and June 22, 2030, respectively. The Credit Agreements permit the company and its subsidiary borrowers to borrow up to $10 billion on a revolving basis. At June 30, 2025, there were no borrowings by the company, or its subsidiaries, under these credit facilities.
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Notes to Consolidated Financial Statements — (continued)

13. Commitments:
The company’s extended lines of credit to third-party entities include unused amounts of $2.0 billion and $1.6 billion at June 30, 2025 and December 31, 2024, respectively. In addition, the company has committed to provide future financing to its clients in connection with client purchase agreements for $2.1 billion and $2.2 billion at June 30, 2025 and December 31, 2024, respectively. The company collectively evaluates the allowance for these arrangements using a provision methodology consistent with the portfolio of the commitments. Refer to note A, “Significant Accounting Policies,” in the company’s 2024 Annual Report for additional information. The allowance for these commitments recorded in other liabilities in the Consolidated Balance Sheet at June 30, 2025 and December 31, 2024 was not material.
The company has applied the guidance requiring a guarantor to disclose certain types of guarantees, even if the likelihood of requiring the guarantor’s performance is remote. The following is a description of arrangements in which the company is the guarantor.
The company is a party to a variety of agreements pursuant to which it may be obligated to indemnify the other party with respect to certain matters. Typically, these obligations arise in the context of contracts entered into by the company, under which the company customarily agrees to hold the party harmless against losses arising from a breach of representations and covenants related to such matters as title to the assets sold, certain intellectual property rights, specified environmental matters, third-party performance of nonfinancial contractual obligations and certain income taxes. In each of these circumstances, payment by the company is conditioned on the other party making a claim pursuant to the procedures specified in the particular contract, the procedures of which typically allow the company to challenge the other party’s claims. While indemnification provisions typically do not include a contractual maximum on the company’s payment, the company’s obligations under these agreements may be limited in terms of time and/or nature of claim, and in some instances, the company may have recourse against third parties for certain payments made by the company.
It is not possible to predict the maximum potential amount of future payments under these or similar agreements due to the conditional nature of the company’s obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the company under these agreements have not had a material effect on the company’s business, financial condition or results of operations.
In addition, the company guarantees certain loans and financial commitments. The maximum potential future payment under these financial guarantees and the fair value of these guarantees recognized in the Consolidated Balance Sheet at June 30, 2025 and December 31, 2024 were not material.
Changes in the company’s warranty liability for standard warranties, which are included in other accrued expenses and liabilities and other liabilities in the Consolidated Balance Sheet, are presented in the following table. The company's extended warranty liability, which is included in deferred income in the Consolidated Balance Sheet, was not material for the periods presented.
Standard Warranty Liability
(Dollars in millions)20252024
Balance at January 1$76 $65 
Current-period accruals34 38 
Accrual adjustments to reflect actual experience15 7 
Charges incurred(40)(41)
Balance at June 30$85 $70 

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Notes to Consolidated Financial Statements — (continued)
14. Contingencies:
As a company with a substantial employee population and with clients in more than 175 countries, IBM is involved, either as plaintiff or defendant, in a variety of ongoing claims, demands, suits, investigations, tax matters and proceedings that arise from time to time in the ordinary course of its business. The company is a leader in the information technology industry and, as such, has been and will continue to be subject to claims challenging its IP rights and associated products and offerings, including claims of copyright and patent infringement and violations of trade secrets and other IP rights. In addition, the company enforces its own IP against infringement, through license negotiations, lawsuits or otherwise. Further, given the rapidly evolving external landscape of cybersecurity, AI, privacy and data protection laws, regulations and threat actors, the company and its clients have been and will continue to be subject to actions or proceedings in various jurisdictions. Also, as is typical for companies of IBM’s scope and scale, the company is party to actions and proceedings in various jurisdictions involving a wide range of labor and employment issues (including matters related to contested employment decisions, country-specific labor and employment laws, and the company’s pension, retirement and other benefit plans), as well as actions with respect to contracts, product liability, cybersecurity, data privacy, securities, foreign operations, competition law and environmental matters. These actions may be commenced by a number of different parties, including competitors, clients, current or former employees, government and regulatory agencies, stockholders and representatives of the locations in which the company does business. Some of the actions to which the company is party may involve particularly complex technical issues, and some actions may raise novel questions under the laws of the various jurisdictions in which these matters arise.
The company records a provision with respect to a claim, suit, investigation or proceeding when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Any recorded liabilities, including any changes to such liabilities for the quarter ended June 30, 2025 were not material to the Consolidated Financial Statements.
In accordance with the relevant accounting guidance, the company provides disclosures of matters for which the likelihood of material loss is at least reasonably possible. In addition, the company also discloses matters based on its consideration of other matters and qualitative factors, including the experience of other companies in the industry, and investor, customer and employee relations considerations.
With respect to certain of the claims, suits, investigations and proceedings discussed herein, the company believes at this time that the likelihood of any material loss is remote, given, for example, the procedural status, court rulings, and/or the strength of the company’s defenses in those matters. With respect to the remaining claims, suits, investigations and proceedings discussed in this note, except as specifically discussed herein, the company is unable to provide estimates of reasonably possible losses or range of losses, including losses in excess of amounts accrued, if any, for the following reasons. Claims, suits, investigations and proceedings are inherently uncertain, and it is not possible to predict the ultimate outcome of these matters. It is the company’s experience that damage amounts claimed in litigation against it are unreliable and unrelated to possible outcomes, and as such are not meaningful indicators of the company’s potential liability. Further, the company is unable to provide such an estimate due to a number of other factors with respect to these claims, suits, investigations and proceedings, including considerations of the procedural status of the matter in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information important to the matters.
The company reviews claims, suits, investigations and proceedings at least quarterly, and decisions are made with respect to recording or adjusting provisions and disclosing reasonably possible losses or range of losses (individually or in the aggregate), to reflect the impact and status of settlement discussions, discovery, procedural and substantive rulings, reviews by counsel and other information pertinent to a particular matter.
Whether any losses, damages or remedies finally determined in any claim, suit, investigation or proceeding could reasonably have a material effect on the company’s business, financial condition, results of operations or cash flows will depend on a number of variables, including: the timing and amount of such losses or damages; the structure and type of any such remedies; the significance of the impact any such losses, damages or remedies may have in the Consolidated Financial Statements; and the unique facts and circumstances of the particular matter that may give rise to additional factors. While the company will continue to defend itself vigorously, it is possible that the company’s business, financial condition, results of operations or cash flows could be affected in any particular period by the resolution of one or more of these matters.
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Notes to Consolidated Financial Statements — (continued)
The following is a summary of the more significant legal matters involving the company.
On June 2, 2022, a putative class action lawsuit was filed in the United States District Court for the Southern District of New York alleging that the IBM Pension Plan miscalculated certain joint and survivor annuity pension benefits by using outdated actuarial tables in violation of the Employee Retirement Income Security Act of 1974. IBM, the Plan Administrator Committee, and the IBM Pension Plan are named as defendants. On April 4, 2024, the court dismissed the lawsuit with prejudice. On April 3, 2025, the Second Circuit vacated and remanded the district court’s decision to allow for discovery on statute of limitations.
The company is party to, or otherwise involved in, proceedings brought by U.S. federal or state environmental agencies under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), known as “Superfund,” or laws similar to CERCLA. Such statutes require potentially responsible parties to participate in remediation activities regardless of fault or ownership of sites. The company is also conducting environmental investigations, assessments or remediations at or in the vicinity of several current or former operating sites globally pursuant to permits, administrative orders or agreements with country, state or local environmental agencies, and is involved in lawsuits and claims concerning certain current or former operating sites.
The company is also subject to ongoing tax examinations and governmental assessments in various jurisdictions. Along with many other U.S. companies doing business in Brazil, the company is involved in various challenges with Brazilian tax authorities regarding non-income tax assessments and non-income tax litigation matters. The total potential amount related to all these matters for all applicable years is approximately $350 million. The company believes it will prevail on these matters and that this amount is not a meaningful indicator of liability.
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Notes to Consolidated Financial Statements — (continued)
15. Equity Activity:
Reclassifications and Taxes Related to Items of Other Comprehensive Income
(Dollars in millions)Before Tax
Amount		Tax (Expense)/
Benefit		Net of Tax
Amount
For the three months ended June 30, 2025:
Other comprehensive income/(loss):   
Foreign currency translation adjustments$(613)$399 $(215)
Net changes related to available-for-sale securities:  
Unrealized gains/(losses) arising during the period$(5)$1 $(4)
Reclassification of (gains)/losses to other (income) and expense— — — 
Total net changes related to available-for-sale securities$(5)$1 $(4)
Unrealized gains/(losses) on cash flow hedges:  
Unrealized gains/(losses) arising during the period$(82)$24 $(59)
Reclassification of (gains)/losses to:
   
Cost of services4 (1)3 
Cost of sales5 (2)4 
Cost of financing1 0 1 
SG&A expense2 (1)1 
Other (income) and expense(436)110 (327)
Interest expense6 (1)4 
Total unrealized gains/(losses) on cash flow hedges$(501)$128 $(373)
Retirement-related benefit plans: (1)
   
Prior service costs/(credits)$0 $0 $0 
Net gains/(losses) arising during the period
0 8 8 
Curtailments and settlements
5 (2)3 
Amortization of prior service costs/(credits)(2)1 (1)
Amortization of net (gains)/losses157 (42)115 
Total retirement-related benefit plans$160 $(35)$125 
Other comprehensive income/(loss)$(959)$493 $(466)
(1)These accumulated other comprehensive income (AOCI) components are included in the computation of net periodic pension cost. Refer to note 18, “Retirement-Related Benefits,” for additional information.

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Notes to Consolidated Financial Statements — (continued)
Reclassifications and Taxes Related to Items of Other Comprehensive Income
(Dollars in millions)Before Tax
Amount		Tax (Expense)/
Benefit		Net of Tax
Amount
For the three months ended June 30, 2024:
Other comprehensive income/(loss):   
Foreign currency translation adjustments$2 $(68)$(66)
Net changes related to available-for-sale securities:   
Unrealized gains/(losses) arising during the period$1 $0 $0 
Reclassification of (gains)/losses to other (income) and expense— — — 
Total net changes related to available-for-sale securities$1 $0 $0 
Unrealized gains/(losses) on cash flow hedges:   
Unrealized gains/(losses) arising during the period$103 $(28)$75 
Reclassification of (gains)/losses to:   
Cost of services(9)3 (7)
Cost of sales(15)5 (10)
Cost of financing2 0 1 
SG&A expense(7)2 (5)
Other (income) and expense(21)5 (16)
Interest expense8 (2)6 
Total unrealized gains/(losses) on cash flow hedges$61 $(16)$45 
Retirement-related benefit plans: (1)
   
Prior service costs/(credits)$— $— $— 
Net gains/(losses) arising during the period
0 2 2 
Curtailments and settlements
2 (1)2 
Amortization of prior service costs/(credits)(2)0 (1)
Amortization of net (gains)/losses258 (71)187 
Total retirement-related benefit plans$259 $(69)$190 
Other comprehensive income/(loss)$322 $(153)$169 
(1)These AOCI components are included in the computation of net periodic pension cost. Refer to note 18, “Retirement-Related Benefits,” for additional information.
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Notes to Consolidated Financial Statements — (continued)
(Dollars in millions)Before Tax
Amount		Tax (Expense)/
Benefit		Net of Tax
Amount
For the six months ended June 30, 2025:
Other comprehensive income/(loss):   
Foreign currency translation adjustments$(956)$602 $(354)
Net changes related to available-for-sale securities:   
Unrealized gains/(losses) arising during the period$2 $(1)$2 
Reclassification of (gains)/losses to other (income) and expense— — — 
Total net changes related to available-for-sale securities$2 $(1)$2 
Unrealized gains/(losses) on cash flow hedges:   
Unrealized gains/(losses) arising during the period$(141)$40 $(101)
Reclassification of (gains)/losses to:
   
Cost of services5 (1)4 
Cost of sales(2)1 (2)
Cost of financing2 (1)2 
SG&A expense(2)0 (1)
Other (income) and expense(758)191 (567)
Interest expense12 (3)9 
Total unrealized gains/(losses) on cash flow hedges$(883)$227 $(656)
Retirement-related benefit plans: (1)
   
Prior service costs/(credits)$0 $0 $0 
Net gains/(losses) arising during the period
0 8 8 
Curtailments and settlements7 (2)5 
Amortization of prior service costs/(credits)(4)1 (2)
Amortization of net (gains)/losses308 (83)225 
Total retirement-related benefit plans$311 $(76)$236 
Other comprehensive income/(loss)$(1,525)$753 $(772)
(1)These AOCI components are included in the computation of net periodic pension cost. Refer to note 18, “Retirement-Related Benefits,” for additional information.

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Notes to Consolidated Financial Statements — (continued)
Reclassifications and Taxes Related to Items of Other Comprehensive Income
(Dollars in millions)Before Tax
Amount		Tax (Expense)/
Benefit		Net of Tax
Amount
For the six months ended June 30, 2024:
Other comprehensive income/(loss):   
Foreign currency translation adjustments$57 $(222)$(165)
Net changes related to available-for-sale securities:   
Unrealized gains/(losses) arising during the period$1 $0 $1 
Reclassification of (gains)/losses to other (income) and expense— — — 
Total net changes related to available-for-sale securities$1 $0 $1 
Unrealized gains/(losses) on cash flow hedges:   
Unrealized gains/(losses) arising during the period$279 $(75)$204 
Reclassification of (gains)/losses to:   
Cost of services(14)4 (10)
Cost of sales(27)9 (18)
Cost of financing3 (1)2 
SG&A expense(10)3 (7)
Other (income) and expense58 (15)44 
Interest expense17 (4)13 
Total unrealized gains/(losses) on cash flow hedges$307 $(79)$227 
Retirement-related benefit plans: (1)
   
Prior service costs/(credits)$— $— $— 
Net gains/(losses) arising during the period
1 2 2 
Curtailments and settlements4 (1)3 
Amortization of prior service costs/(credits)(4)1 (3)
Amortization of net (gains)/losses519 (143)376 
Total retirement-related benefit plans$520 $(141)$379 
Other comprehensive income/(loss)$885 $(442)$442 
(1)These AOCI components are included in the computation of net periodic pension cost. Refer to note 18, “Retirement-Related Benefits,” for additional information.

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Notes to Consolidated Financial Statements — (continued)
Accumulated Other Comprehensive Income/(Loss) (net of tax)
(Dollars in millions)
 Foreign
Currency
Translation
Adjustments (1)
Net Unrealized
Gains/(Losses)
on Available-
For-Sale
Securities		Net Unrealized
Gains/(Losses)
on Cash Flow
Hedges		Net Change
Retirement-
Related
Benefit
Plans
Accumulated
Other
Comprehensive
Income/(Loss)
January 1, 2025$(3,512)$0 $237 $(11,994)$(15,269)
Other comprehensive income before reclassifications(354)2 (101)8 (445)
Amount reclassified from accumulated other comprehensive income— — (555)228 (328)
Total change for the period$(354)$2 $(656)$236 $(772)
June 30, 2025$(3,865)$2 $(419)$(11,759)$(16,041)
(Dollars in millions)
 Foreign
Currency
Translation
Adjustments (1)
Net Unrealized
Gains/(Losses)
on Available-
For-Sale
Securities		Net Unrealized
Gains/(Losses)
on Cash Flow
Hedges		Net Change
Retirement-
Related
Benefit
Plans
Accumulated
Other
Comprehensive
Income/(Loss)
January 1, 2024$(3,488)$(1)$(106)$(15,165)$(18,761)
Other comprehensive income before reclassifications(165)1 204 2 42 
Amount reclassified from accumulated other comprehensive income— — 24 377 400 
Total change for the period$(165)$1 $227 $379 $442 
June 30, 2024$(3,653)$(1)$121 $(14,786)$(18,319)
(1)Foreign currency translation adjustments are presented gross except for any associated hedges which are presented net of tax.
16. Derivative Financial Instruments:
The company operates in multiple functional currencies and is a significant lender and borrower in the global markets. In the normal course of business, the company is exposed to the impact of interest rate changes and foreign currency fluctuations, and to a lesser extent equity risk. The company limits these risks by following established risk management policies and procedures, including the use of derivatives, and, where cost effective, financing with debt in the currencies in which assets are denominated. For interest rate exposures, derivatives are used to better align rate movements between the interest rates associated with the company’s lease and other financial assets and the interest rates associated with its debt. Derivatives are also used to manage the related cost of debt. For foreign currency exposures, derivatives are used to better manage the cash flow volatility arising from foreign exchange rate fluctuations.
In the Consolidated Balance Sheet, the company does not offset derivative assets against liabilities in master netting arrangements nor does it offset receivables or payables recognized upon payment or receipt of cash collateral against the fair values of the related derivative instruments. The amount recognized in other accounts receivables for the right to reclaim cash collateral was $25 million and $29 million at June 30, 2025 and December 31, 2024, respectively. The company restricts the use of cash collateral received to rehypothecation and therefore reports it in restricted cash in the Consolidated Balance Sheet. Both the amount recognized in accounts payable for the obligation to return cash collateral and the amount rehypothecated were not material for the periods presented. Additionally, if derivative exposures covered by a qualifying master netting agreement had been netted in the Consolidated Balance Sheet at June 30, 2025 and December 31, 2024, the total derivative asset and liability positions each would have been reduced by $416 million and $352 million, respectively.

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Notes to Consolidated Financial Statements — (continued)
On July 1, 2024, the company completed the acquisition of StreamSets and webMethods from Software AG. Prior to the acquisition, beginning in December 2023, the company entered into foreign currency derivative contracts which were accounted for as non-hedge derivatives and expired by June 28, 2024. For the three and six months ended June 30, 2024, the company recorded a realized loss of $18 million and $68 million, respectively, in other (income) and expense in the Consolidated Income Statement. There were no associated derivatives outstanding at June 30, 2025 and December 31, 2024.
In its hedging programs, the company may use forward contracts, futures contracts, interest-rate swaps, cross-currency swaps, equity swaps, and options depending upon the underlying exposure. The company is not a party to leveraged derivative instruments.
A brief description of the major hedging programs, categorized by underlying risk, follows.
Interest Rate Risk
Fixed and Variable Rate Borrowings
The company issues debt in the global capital markets to fund its operations and financing business. Access to cost-effective financing can result in interest rate mismatches with the underlying assets. To manage these mismatches and to reduce overall interest cost, the company may use interest-rate swaps to convert specific fixed-rate debt issuances into variable-rate debt (i.e., fair value hedges) and to convert specific variable-rate debt issuances into fixed-rate debt (i.e., cash flow hedges). At both June 30, 2025 and December 31, 2024, the total notional amount of the company’s interest-rate swaps was $6.7 billion. The weighted-average remaining maturity of these instruments at June 30, 2025 and December 31, 2024 was approximately 4.0 years and 4.5 years, respectively. These interest-rate contracts were accounted for as fair value hedges. The company did not have any cash flow hedges relating to this program outstanding at June 30, 2025 and December 31, 2024.
Foreign Exchange Risk
Long-Term Investments in Foreign Subsidiaries (Net Investment)
A large portion of the company’s foreign currency denominated debt portfolio is designated as a hedge of net investment in major foreign subsidiaries to reduce the volatility in stockholders’ equity caused by changes in foreign currency exchange rates in the subsidiaries' functional currency with respect to the U.S. dollar. At June 30, 2025 and December 31, 2024, the carrying value of debt designated as hedging instruments was $16.5 billion and $14.0 billion, respectively. The company also uses foreign currency derivatives, which may include forward contracts, long-term cross currency swaps, and options, for this risk management purpose. At June 30, 2025 and December 31, 2024, the total notional amount of derivative instruments designated as net investment hedges was $7.5 billion and $6.2 billion, respectively. At both June 30, 2025 and December 31, 2024, the weighted-average remaining maturity of these instruments was less than one year.
Anticipated Royalties and Cost Transactions
The company’s operations generate significant nonfunctional currency, third-party vendor payments and intercompany payments for royalties and goods and services among the company’s non-U.S. subsidiaries and with the company. In anticipation of these foreign currency cash flows and in view of the volatility of the currency markets, the company selectively employs foreign exchange forward contracts to manage its currency risk. These forward contracts are accounted for as cash flow hedges. At June 30, 2025, the maximum remaining length of time over which the company hedged its exposure is approximately two years. At June 30, 2025 and December 31, 2024, the total notional amount of forward contracts designated as cash flow hedges of forecasted royalty and cost transactions was $10.7 billion and $9.7 billion, respectively. At June 30, 2025 and December 31, 2024, the weighted-average remaining maturity of these instruments was less than one year.

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Notes to Consolidated Financial Statements — (continued)
At June 30, 2025 and December 31, 2024, in connection with cash flow hedges of anticipated royalties and cost transactions, there were unrealized net losses (before taxes) of $380 million and net unrealized gains (before taxes) of $415 million, respectively, deferred in AOCI. The company estimates that $442 million of the deferred net losses (before taxes) on derivatives in AOCI at June 30, 2025 will be reclassified to net income within the next 12 months, providing an offsetting economic impact against the underlying anticipated transactions.
Foreign Currency Denominated Borrowings
The company is exposed to exchange rate volatility on foreign currency denominated debt. To manage this risk, the company may employ forward contracts or cross-currency swaps to convert the principal, or principal and interest payments of foreign currency denominated debt, to debt denominated in the functional currency of the borrowing entity. These derivatives are accounted for as cash flow hedges.
At June 30, 2025, the maximum length of time remaining over which the company hedged its exposure was approximately six years. At June 30, 2025 and December 31, 2024, the total notional amount of derivative instruments designated as cash flow hedges of foreign-currency denominated debt was $5.9 billion and $5.0 billion, respectively.
At June 30, 2025 and December 31, 2024, in connection with forward contracts, there were unrealized net losses (before taxes) of $17 million and net unrealized gains (before taxes) of $84 million, respectively, deferred in AOCI. Approximately $96 million of losses (before taxes) related to the initial forward points excluded from the assessment of hedge effectiveness is expected to be amortized to other (income) and expense within the next 12 months.
Subsidiary Cash and Foreign Currency Asset/Liability Management
The company uses its Global Treasury Centers to manage the cash of its subsidiaries. These centers principally use currency swaps to convert cash flows in a cost-effective manner. In addition, the company uses forward contracts to economically hedge, on a net basis, the foreign currency exposure of a portion of the company’s nonfunctional currency assets and liabilities. The terms of these forward and swap contracts are generally less than one year. The changes in the fair values of these contracts and of the underlying hedged exposures are generally offsetting and are recorded in other (income) and expense in the Consolidated Income Statement. At June 30, 2025 and December 31, 2024, the total notional amount of derivative instruments in economic hedges of foreign currency exposure was $5.9 billion and $7.4 billion, respectively.
Equity Risk Management
The company is exposed to market price changes in certain broad market indices and in the company’s own stock primarily related to certain obligations to employees. Changes in the overall value of these employee compensation obligations are recorded in SG&A expense in the Consolidated Income Statement. Although not designated as accounting hedges, the company utilizes derivatives, including equity swaps and futures, to economically hedge the exposures related to its employee compensation obligations. The derivatives are linked to the total return on certain broad market indices or the total return on the company’s common stock, and are recorded at fair value with gains or losses also reported in SG&A expense in the Consolidated Income Statement. At June 30, 2025 and December 31, 2024, the total notional amount of derivative instruments in economic hedges of these compensation obligations was $1.3 billion and $1.5 billion, respectively.
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Notes to Consolidated Financial Statements — (continued)
Cumulative Basis Adjustments for Fair Value Hedges
At June 30, 2025 and December 31, 2024, the following amounts were recorded in the Consolidated Balance Sheet related to cumulative basis adjustments for fair value hedges:
(Dollars in millions)June 30,
2025		December 31,
2024
Short-term debt:  
Carrying amount of the hedged item$(5)$(13)
Cumulative hedging adjustments included in the carrying amount — assets/(liabilities) $(5)$(13)
Long-term debt:  
Carrying amount of the hedged item$(6,627)$(6,497)
Cumulative hedging adjustments included in the carrying amount — assets/(liabilities) (1)
$62 $190 
(1)Includes $(133) million and $(155) million of hedging adjustments on discontinued hedging relationships at June 30, 2025 and December 31, 2024, respectively.
The Effect of Derivative Instruments in the Consolidated Income Statement and Consolidated Statement of Comprehensive Income
The total effects of all fair value hedges, cash flow hedges, net investment hedges and derivatives not designated as hedging instruments are summarized by income and expense line items as follows:
Gains/(Losses) of Total Hedge Activity
Three Months Ended June 30,Six Months Ended June 30,
(Dollars in millions)2025202420252024
Cost of services$(4)$9 $(5)$14 
Cost of sales$(5)$15 $2 $27 
Cost of financing$0 $(4)$1 $(7)
SG&A expense$114 $11 $83 $85 
Other (income) and expense (1)
$601 $(140)$1,043 $(427)
Interest expense$3 $(19)$5 $(34)
(1)Primarily driven by currency gains and losses on the company's foreign currency derivatives hedging programs. Refer to note 6, "Other (Income) and Expense," for additional information.
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Notes to Consolidated Financial Statements — (continued)
Gains/(Losses) Recognized in Consolidated Income Statement
(Dollars in millions)Consolidated
Income Statement
Line Item		Recognized on
Derivatives
Attributable to Risk
Being Hedged (1)
For the three months ended June 30:2025202420252024
Derivative instruments in fair value hedges: (2)
     
Interest rate contractsCost of financing$2 $(8)$(5)$2 
Interest expense13 (42)(28)10 
Derivative instruments not designated as hedging instruments: 
Foreign exchange contractsOther (income) and expense165 (161)  N/A N/A
Equity contracts
SG&A expense115 4   N/A N/A
Total $295 $(207)$(33)$12 
Gains/(Losses) Recognized in Consolidated Income Statement and Other Comprehensive Income
Recognized in OCIConsolidated
Income Statement
Line Item		Reclassified
from AOCI
Amounts Excluded from
Effectiveness Testing (3)
(Dollars in millions)
For the three months ended June 30:202520242025202420252024
Derivative instruments in cash flow hedges:       
Interest rate contracts$— $— Cost of financing$0 $(1)N/AN/A
Interest expense(3)(3)N/AN/A
Foreign exchange contracts
Amount included in the assessment of effectiveness(25)134 Cost of services(4)9 N/AN/A
Cost of sales(5)15 N/AN/A
Cost of financing(1)(1)N/AN/A
SG&A expense(2)7 N/AN/A
Other (income) and expense466 39 N/AN/A
Interest expense(3)(5)N/AN/A
Amount excluded from the assessment of effectiveness(57)(31)Other (income) and expense N/A N/A(30)(18)
Instruments in net investment hedges: (4)
Foreign exchange contracts
Amount included in the assessment of effectiveness(1,585)269 
Amount excluded from the assessment of effectiveness0 — Cost of financing N/A N/A4 4 
Interest expense N/A N/A24 21 
Total$(1,668)$372  $449 $61 $(2)$6 
(1)The amount includes basis adjustments to the carrying value of the hedged item recorded during the period and amortization of basis adjustments recorded on de-designated hedging relationships during the period.
(2)The amount includes changes in clean fair values of the derivative instruments in fair value hedging relationships and the periodic accrual for coupon payments required under these derivative contracts.
(3)Amounts excluded from effectiveness testing for both net investment hedges and cash flow hedges of foreign currency debt are amortized to net income on a straight line basis over the life of the relevant hedging instrument.
(4)Instruments in net investment hedges include derivative and non-derivative instruments with the amounts recognized in OCI providing an offset to the translation of foreign subsidiaries.
N/A - not applicable

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Notes to Consolidated Financial Statements — (continued)
Gains/(Losses) Recognized in Consolidated Income Statement
(Dollars in millions)Consolidated
Income Statement
Line Item		Recognized on
Derivatives
Attributable to Risk
Being Hedged (1)
For the six months ended June 30:2025202420252024
Derivative instruments in fair value hedges: (2)
     
Interest rate contractsCost of financing$13 $(35)$(18)$23 
Interest expense72 (180)(101)120 
Derivative instruments not designated as hedging instruments:     
Foreign exchange contractsOther (income) and expense285 (368)  N/A N/A
Equity contractsSG&A expense81 75   N/A N/A
Total $451 $(509)$(119)$143 
Gains/(Losses) Recognized in Consolidated Income Statement and Other Comprehensive Income
Recognized in OCIConsolidated
Income Statement
Line Item		Reclassified
from AOCI
Amounts Excluded from
Effectiveness Testing (3)
(Dollars in millions)
For the six months ended June 30:202520242025202420252024
Derivative instruments in cash flow hedges:       
Interest rate contracts$— $— Cost of financing$(1)$(1)N/AN/A
Interest expense(6)(7)N/AN/A
Foreign exchange contracts
Amount included in the assessment of effectiveness17 300 Cost of services(5)14 N/AN/A
Cost of sales2 27 N/AN/A
Cost of financing(1)(2)N/AN/A
SG&A expense2 10 N/AN/A
Other (income) and expense814 (22)N/AN/A
Interest expense(6)(10)N/AN/A
Amount excluded from the assessment of effectiveness(158)(21)Other (income) and expenseN/AN/A(56)(37)
Instruments in net investment hedges: (4)
       
Foreign exchange contracts
Amount included in the assessment of effectiveness(2,406)881 
Amount excluded from the assessment of effectiveness11— Cost of financing N/A N/A8 8 
Interest expense N/A N/A45 43 
Total$(2,535)$1,160 $798 $9 $(3)$14 
(1)The amount includes basis adjustments to the carrying value of the hedged item recorded during the period and amortization of basis adjustments recorded on de-designated hedging relationships during the period..
(2)The amount includes changes in clean fair values of the derivative instruments in fair value hedging relationships and the periodic accrual for coupon payments required under these derivative contracts.
(3)Amounts excluded from effectiveness testing for both net investment hedges and cash flow hedges of foreign currency debt are amortized to net income on a straight line basis over the life of the relevant hedging instrument.
(4)Instruments in net investment hedges include derivative and non-derivative instruments with the amounts recognized in OCI providing an offset to the translation of foreign subsidiaries.
N/A - not applicable

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Notes to Consolidated Financial Statements — (continued)
For the three and six months ended June 30, 2025 and 2024, there were no material gains or losses associated with an underlying exposure that did not or was not expected to occur (for cash flow hedges); nor are there any anticipated in the normal course of business.
17. Stock-Based Compensation:
Stock-based compensation cost for stock awards and stock options is measured at grant date, based on the fair value of the award, and is recognized over the employee requisite service period. The following table presents total stock-based compensation cost included in income from continuing operations.
Three Months Ended June 30,Six Months Ended June 30,
(Dollars in millions)2025202420252024
Cost$67 $53 $132 $109 
Selling, general and administrative244 172 461 343 
Research and development130 90 249 183 
Pre-tax stock-based compensation cost$441 $316 $842 $636 
Income tax benefits(156)(101)(350)(222)
Total net stock-based compensation cost$285 $214 $492 $414 
Pre-tax stock-based compensation cost for the three months ended June 30, 2025 increased $125 million compared to the corresponding period in the prior year due to increases in restricted stock units ($102 million) and performance share units ($13 million).
Pre-tax stock-based compensation cost for the six months ended June 30, 2025 increased $206 million compared to the corresponding period in the prior year due to increases in restricted stock units ($154 million), performance share units ($34 million), and stock options ($14 million).
For the three and six months ended June 30, 2025, the pre-tax stock-based compensation cost increases reflect the company's annual cycles for executives and other employees and the issuance and assumption of stock-based compensation awards in connection with the HashiCorp acquisition.
Total unrecognized compensation cost related to non-vested awards at June 30, 2025 was $2.5 billion and is expected to be recognized over a weighted-average period of approximately 2.4 years.
18. Retirement-Related Benefits:
The company offers defined benefit (DB) pension plans, defined contribution (DC) plans, as well as nonpension postretirement plans primarily consisting of retiree medical benefits.
The following tables provide the pre-tax cost for all retirement-related plans.
Yr.-to-Yr.
(Dollars in millions)Percent
For the three months ended June 30:20252024Change
Retirement-related plans — cost:   
Defined benefit pension and defined contribution plans — cost $248 $320 (22.5 %)
Nonpension postretirement plans — cost32 30 8.3 %
Total$281 $350 (19.9 %)
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Notes to Consolidated Financial Statements — (continued)
Yr.-to-Yr.
(Dollars in millions)Percent
For the six months ended June 30:20252024Change
Retirement-related plans — cost:   
Defined benefit pension and defined contribution plans — cost$482 $643 (25.1 %)
Nonpension postretirement plans — cost65 60 7.2 %
Total$546 $704 (22.4 %)
Cost/(Income) of Retirement Plans

The following tables provide the components of the cost/(income) for the company’s retirement-related benefit plans.
(Dollars in millions)U.S. PlansNon-U.S. Plans
For the three months ended June 30:2025 202420252024
Service cost $88 $98 $44 $41 
Interest cost (1)
187 254 267 264 
Expected return on plan assets (1)
(268)(340)(369)(384)
Amortization of prior service costs/(credits) (1)
— — 6 5 
Recognized actuarial losses (1)
70 129 87 128 
Curtailments and settlements (1)
— — 5 2 
Multi-employer plans— — 3 3 
Other costs/(credits) (1)
— — 10 12 
Total net periodic pension (income)/cost of defined benefit plans$77 $140 $52 $71 
Cost of defined contribution plans17 15 103 94 
Total defined benefit pension and defined contribution plans cost recognized in the Consolidated Income Statement$93 $155 $155 $165 
(Dollars in millions)U.S. PlansNon-U.S. Plans
For the six months ended June 30:2025 202420252024
Service cost
$176 $197 $85 $85 
Interest cost (1)
374 508 518 532 
Expected return on plan assets (1)
(536)(681)(715)(773)
Amortization of prior service costs/(credits) (1)
— — 11 11 
Recognized actuarial losses (1)
140 257 169 258 
Curtailments and settlements (1)
— — 7 4 
Multi-employer plans— — 6 6 
Other costs/(credits) (1)
— — 18 20 
Total net periodic pension (income)/cost of defined benefit plans$154 $280 $99 $143 
Cost of defined contribution plans30 27 199 193 
Total defined benefit pension and defined contribution plans cost recognized in the Consolidated Income Statement$184 $307 $298 $336 
(1)These components of net periodic pension cost are included in other (income) and expense in the Consolidated Income Statement..
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Notes to Consolidated Financial Statements — (continued)
Cost of Nonpension Postretirement Plans
The following tables provide the components of the cost for the company’s nonpension postretirement plans.
(Dollars in millions)U.S. PlanNon-U.S. Plans
For the three months ended June 30:2025202420252024
Service cost$0 $1 $0 $1 
Interest cost (1)
28 27 10 10 
Expected return on plan assets (1)
— — 0 0 
Amortization of prior service costs/(credits) (1)
(7)(7)0 0 
Recognized actuarial losses (1)
— — 0 0 
Curtailments and settlements (1)
— — — — 
Total nonpension postretirement plans cost recognized in the Consolidated Income Statement$22 $20 $11 $10 
(Dollars in millions)U.S. PlanNon-U.S. Plans
For the six months ended June 30:2025202420252024
Service cost$1 $1 $1 $1 
Interest cost (1)
57 53 21 21 
Expected return on plan assets (1)
— — (1)(1)
Amortization of prior service costs/(credits) (1)
(15)(15)0 0 
Recognized actuarial losses (1)
— — 0 0 
Curtailments and settlements (1)
— — — — 
Total nonpension postretirement plans cost recognized in the Consolidated Income Statement$43 $40 $22 $21 
(1)These components of net periodic pension cost are included in other (income) and expense in the Consolidated Income Statement.
Plan Contributions
The company does not anticipate any significant changes to the expected plan contributions in 2025 from the amounts disclosed in the 2024 Annual Report. The table below includes contributions to the following plans:
(Dollars in millions)Plan Contributions
For the six months ended June 30:20252024
U.S. nonpension postretirement benefit plan
$104 $110 
Non-U.S. DB and multi-employer plans (1)
20 40 
Total plan contributions$124 $150 
(1)Amounts reported net of refunds.
The U.S. nonpension postretirement benefit plan contributions in the table above were made in U.S. Treasury Securities. Additionally, during both the six months ended June 30, 2025 and 2024, contributions of $390 million were made to the Active Medical Trust in U.S. Treasury securities. Contributions made with U.S. Treasury securities are considered a non-cash transaction.
19. Subsequent Events:
On July 23, 2025, the company announced that the Board of Directors approved a quarterly dividend of $1.68 per common share. The dividend is payable September 10, 2025 to stockholders of record on August 8, 2025.
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Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
Snapshot
Organization of Information:
In the first quarter of 2025, we made changes to the reported revenue categories within our Software and Consulting reportable segments. These changes did not impact our Consolidated Financial Statements or our reportable segments. The revenue categories are reported on a comparable basis for all periods. Refer to note 3, “Revenue Recognition,” for additional information.
Within the tables presented, certain columns and rows may not add due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts. Certain prior-period amounts have been reclassified to conform to the current-period presentation. This is annotated where applicable.
Currency:
The references to “adjusted for currency” or “at constant currency” in the Management Discussion do not include operational impacts that could result from fluctuations in foreign currency rates. When we refer to growth rates at constant currency or adjust such growth rates for currency, it is done so that certain financial results can be viewed without the impact of fluctuations in foreign currency exchange rates, thereby facilitating period-to-period comparisons of business performance. Financial results adjusted for currency are calculated by translating current period activity in local currency using the comparable prior-year period’s currency conversion rate. This approach is used for countries where the functional currency is the local currency. Generally, when the dollar either strengthens or weakens against other currencies, the growth at constant currency rates or adjusting for currency will be higher or lower than growth reported at actual exchange rates. Refer to “Currency Rate Fluctuations” for additional information.
Operating (non-GAAP) Earnings:
In an effort to provide better transparency into the operational results of the business, supplementally, management separates business results into operating and non-operating categories. Operating earnings from continuing operations is a non-GAAP measure that excludes the effects of certain acquisition-related charges and intangible asset amortization, expense resulting from basis differences on equity method investments, retirement-related costs and their related tax impacts. Due to the unique, non-recurring nature of the enactment of the U.S. Tax Cuts and Jobs Act (TCJA or U.S. tax reform), management characterizes the one-time provisional charge recorded in the fourth quarter of 2017, and adjustments to that charge as non-operating. Adjustments include the tax effect of true-ups, audit adjustments, accounting elections and new regulations or laws that impact the TCJA provisions which resulted in the one-time provisional charge. For acquisitions, operating (non-GAAP) earnings exclude the amortization of acquired intangible assets and acquisition-related charges such as in-process research and development, transaction costs, applicable retention, restructuring and related expenses, tax charges related to acquisition integration and pre-closing charges, such as financing costs. These charges are excluded as they may be inconsistent in amount and timing from period to period and are significantly impacted by the size, type and frequency of our acquisitions. Management also characterized as non-operating expense, given its unique and temporary nature, the impact on the foreign exchange derivative contracts entered into prior to the acquisition of StreamSets and webMethods from Software AG, beginning in December 2023, to economically hedge the foreign currency exposure related to the purchase price of this acquisition. These derivative contracts expired by June 28, 2024. All other spending for acquired companies is included in both earnings from continuing operations and in operating (non-GAAP) earnings. For retirement-related costs, management characterizes certain items as operating and others as non-operating, consistent with GAAP. We include defined benefit plan and nonpension postretirement benefit plan service costs, multi-employer plan costs and the cost of defined contribution plans in operating earnings. Non-operating retirement-related costs include defined benefit plan and nonpension postretirement benefit plan amortization of prior service costs, interest cost, expected return on plan assets, amortized actuarial gains/losses, the impacts of any plan curtailments/settlements and pension insolvency costs and other costs. Non-operating retirement-related costs are primarily related to changes in pension
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Management Discussion – (continued)
plan assets and liabilities which are tied to financial market performance, and we consider these costs to be outside of the operational performance of the business.
Overall, management believes that supplementally providing investors with a view of operating earnings as described above provides increased transparency and clarity into both the operational results of the business and the performance of our pension plans; improves visibility to management decisions and their impacts on operational performance; enables better comparison to peer companies; and allows us to provide a long-term strategic view of the business going forward. In addition, these non-GAAP measures provide a perspective consistent with areas of interest we routinely receive from investors and analysts.
Financial Results Summary — Three Months Ended June 30:
(Dollars and shares in millions except per share amounts)Yr.-to-Yr.
Percent/
Margin
Change
For the three months ended June 30:20252024
Revenue (1)
$16,977 $15,770 7.7 %   
Gross profit margin58.8 %56.8 %2.0 pts. 
Total expense and other (income)$7,380 $6,730 9.6 %   
Income from continuing operations before income taxes $2,597 $2,219 17.0 %   
Provision for/(benefit from) income taxes from continuing operations
$404 $389 3.7 %   
Income from continuing operations $2,193 $1,830 19.8 %   
Income from continuing operations margin 12.9 %11.6 %1.3 pts. 
Income from discontinued operations, net of tax$1 $4 (83.9)%   
Net income$2,194 $1,834 19.6 %   
Earnings per share from continuing operations - assuming dilution$2.31 $1.96 17.9 %   
Consolidated earnings per share - assuming dilution$2.31 $1.96 17.9 %   
Weighted-average shares outstanding - assuming dilution948.0 934.4 1.5 %   
(1)Year-to-year revenue growth of 5.3 percent adjusted for currency.
The following table provides the company’s operating (non-GAAP) earnings for the second quarter of 2025 and 2024.
(Dollars in millions except per share amounts)Yr.-to-Yr.
Percent
Change
For the three months ended June 30:20252024
Net income as reported$2,194 $1,834 19.6 %   
Income from discontinued operations, net of tax1 4 (83.9)
Income from continuing operations$2,193 $1,830 19.8 %   
Non-operating adjustments (net of tax):   
Acquisition-related charges$443 $362 22.4 %   
Non-operating retirement-related costs/(income)17 72 (76.9)    
U.S. tax reform impacts— 12 (100.0)    
Operating (non-GAAP) earnings (1)
$2,652 $2,275 16.6 %   
Diluted operating (non-GAAP) earnings per share (1)
$2.80 $2.43 15.2 %   
(1)Refer to page 78 for a more detailed reconciliation of net income to operating earnings.

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Management Discussion – (continued)
Macroeconomic Environment:
The strength of our portfolio and the resiliency of our business model underpinned by our hybrid cloud and AI strategy position us well to deliver sustainable and profitable growth. While the current economic and trade environment remains dynamic, we expect technology to continue contributing to overall economic growth and serve as a key source of competitive advantage allowing businesses to scale, drive efficiencies, and fuel growth. This was reflected in our performance in the second quarter. Our disciplined strategy and durable business model enable us to create long-term value for our partners and clients.

In the first six months of 2025, movements in global currencies continued to impact our reported year-to-year revenue and profit. We execute hedging programs which defer, but do not eliminate, the impact of currency. The (gains)/losses from these hedging programs are reflected primarily in other (income) and expense. Refer to “Currency Rate Fluctuations,” for additional information.
Financial Performance Summary — Three Months Ended June 30:
In the second quarter of 2025, we reported $17.0 billion in revenue, income from continuing operations of $2.2 billion, and operating (non-GAAP) earnings of $2.7 billion. Diluted earnings per share from continuing operations was $2.31 as reported and $2.80 on an operating (non-GAAP) basis. We generated $1.7 billion in cash from operations and $2.8 billion in free cash flow, and delivered shareholder returns of $1.6 billion in dividends. Our second-quarter performance reflects the continued success of our hybrid cloud and AI strategy. With our focus on the fundamentals of our business, we continue to maintain a strong liquidity position and solid cash flow generation which enables us to invest in our business and return value to shareholders through dividends.
Total revenue grew 7.7 percent as reported and 5.3 percent adjusted for currency compared to the prior-year period, led by Software and Infrastructure. Software delivered revenue growth of 9.6 percent as reported and 7.6 percent adjusted for currency, with solid growth in Hybrid Cloud, Automation and Data, reflecting continued growth in our high-value annual recurring revenue base. Consulting revenue increased 2.6 percent as reported and was flat adjusted for currency, as the business continued to stabilize through the second quarter of 2025. Infrastructure revenue increased 13.6 percent year to year as reported and 11.5 percent adjusted for currency, reflecting early strength in our new IBM Z platform.
From a geographic perspective, Americas revenue increased 6.1 percent as reported (6.5 percent adjusted for currency). Europe/Middle East/Africa (EMEA) increased 14.6 percent as reported (8.5 percent adjusted for currency). Asia Pacific increased 1.1 percent as reported but declined 2.7 percent adjusted for currency.
Gross margin of 58.8 percent increased 2.0 points year to year with margin expansion driven primarily by portfolio mix and productivity actions. Operating (non-GAAP) gross margin of 60.1 percent increased 2.3 points compared to the prior-year period due to the same dynamics.
Total expense and other (income) increased 9.6 percent in the second quarter of 2025 compared to the second quarter of 2024 driven by higher operating acquisition-related spending and the effects of currency. Total operating (non-GAAP) expense and other (income) increased 10.7 percent year to year, driven primarily by the same factors.
Pre-tax income from continuing operations of $2.6 billion increased 17.0 percent and pre-tax margin was 15.3 percent, an increase of 1.2 points compared to the second quarter of 2024. Performance this quarter benefited from our gross margin expansion and productivity actions taken to transform our operations; partially offset by our continued investments to drive innovation. The continuing operations provision for income taxes was $0.4 billion in both the second quarter of 2025 and the second quarter of 2024. Net income from continuing operations of $2.2 billion increased 19.8 percent and the net income from continuing operations margin was 12.9 percent, an increase of 1.3 points year to year.
Operating (non-GAAP) pre-tax income from continuing operations of $3.2 billion increased 14.5 percent compared to the second quarter of 2024 and the operating (non-GAAP) pre-tax margin from continuing operations increased 1.1 points to 18.8 percent driven by the same factors as described above. The operating (non-GAAP) provision for income taxes was $0.5 billion in both the second quarter of 2025 and the second quarter of 2024. Operating (non-GAAP) net income from continuing operations of $2.7 billion increased 16.6 percent and the operating (non-GAAP) net income margin from continuing operations of 15.6 percent increased 1.2 points year to year.
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Management Discussion – (continued)
Diluted earnings per share from continuing operations of $2.31 in the second quarter of 2025 increased 18.0 percent compared to the prior-year period, and operating (non-GAAP) diluted earnings per share of $2.80 increased 15.2 percent compared to the second quarter of 2024.
Cash provided by operating activities was $1.7 billion in the second quarter of 2025, a decrease of $0.4 billion compared to the second quarter of 2024 which includes an increase in cash used by financing receivables of $0.5 billion. Free cash flow was $2.8 billion, an increase of $0.2 billion versus the prior-year period. Net cash provided by investing activities of $1.7 billion decreased $0.5 billion and net cash used in financing activities of $2.9 billion decreased $1.7 billion compared to the second quarter of 2024.
Financial Results Summary — Six Months Ended June 30:
(Dollars and shares in millions except per share amounts)Yr.-to-Yr.
Percent/
Margin
Change
For the six months ended June 30:20252024
Revenue (1)
$31,519 $30,231 4.3 %   
Gross profit margin57.1 %55.2 %1.9 pts. 
Total expense and other (income)$14,253 $13,399 6.4 %   
Income from continuing operations before income taxes $3,755 $3,293 14.0 %   
Provision for/(benefit from) income taxes from continuing operations$507 $(112)nm 
Income from continuing operations $3,248 $3,405 (4.6)%   
Income from continuing operations margin 10.3 %11.3 %(1.0)pts. 
Income/(loss) from discontinued operations, net of tax$1 $34 (96.3)%   
Net income
$3,249 $3,439 (5.5)%   
Earnings per share from continuing operations - assuming dilution
$3.43 $3.65 (6.0)%   
Consolidated earnings per share - assuming dilution
$3.43 $3.68 (6.8)%   
Weighted-average shares outstanding - assuming dilution946.7 933.9 1.4 %   
At 6/30/2025At 12/31/2024
Assets$148,585$137,1758.3 %   
Liabilities$120,998$109,78310.2 %   
Equity$27,588$27,3930.7 %   
(1)Year-to-year revenue growth of 3.9 percent adjusted for currency.
nm - not meaningful
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Management Discussion – (continued)
The following table provides the company’s operating (non-GAAP) earnings for the first six months of 2025 and 2024.
(Dollars in millions except per share amounts)Yr.-to-Yr.
Percent
Change
For the six months ended June 30:20252024
Net income as reported
$3,249 $3,439 (5.5)%   
Income/(loss) from discontinued operations, net of tax1 34 (96.3)
Income from continuing operations
$3,248 $3,405 (4.6)%   
Non-operating adjustments (net of tax):   
Acquisition-related charges$872 $707 23.3 %   
Non-operating retirement-related costs/(income)
51 163 (68.4)
U.S. tax reform impacts(2)(436)(99.5) 
Operating (non-GAAP) earnings (1)
$4,169 $3,839 8.6 %
Diluted operating (non-GAAP) earnings per share (1)
$4.40 $4.11 7.1 %
(1)Refer to page 79 for a more detailed reconciliation of net income to operating earnings.
Financial Performance Summary —Six Months Ended June 30:
In the first six months of 2025, we reported $31.5 billion in revenue, net income from continuing operations of $3.2 billion, and operating (non-GAAP) earnings of $4.2 billion. Diluted earnings per share from continuing operations was $3.43 as reported and $4.40 on an operating (non-GAAP) basis. We generated $6.1 billion in cash from operations and $4.8 billion in free cash flow, and delivered shareholder returns of $3.1 billion in dividends. Our year-to-date performance reflects our deep focus on the business fundamentals with continued revenue growth, gross profit margin expansion and strong cash generation, and a balance sheet with financial flexibility to support our business.
Total revenue grew 4.3 percent as reported and 3.9 percent adjusted for currency compared to the prior-year period. Software delivered revenue growth of 8.6 percent as reported and 8.3 percent adjusted for currency, led by strength in our portfolio, innovation we have brought to our organic software, and contribution from the acquisitions we have made over the past twelve months. Consulting revenue was flat as reported and adjusted for currency, impacted by the current dynamic environment and client focus on discretionary spending. Infrastructure revenue increased 4.6 percent as reported and 4.3 percent adjusted for currency, reflecting product cycle dynamics, with strong growth in Hybrid Infrastructure from the newly released IBM z17, partially offset by a decline in Distributed Infrastructure, and a decrease in Infrastructure Support.
From a geographic perspective, Americas revenue increased 2.6 percent year to year as reported (3.4 percent adjusted for currency). EMEA increased 10.3 percent (8.1 percent adjusted for currency). Asia Pacific decreased 0.6 percent (1.4 percent adjusted for currency).
Gross margin of 57.1 percent increased 1.9 points year to year with gross profit margin expansion driven by our improving portfolio mix and productivity actions. Operating (non-GAAP) gross margin of 58.5 percent increased 2.1 points compared to the prior-year period due to the same dynamics.
Total expense and other (income) increased 6.4 percent in the first six months of 2025 versus the prior-year period primarily driven by higher operating acquisition-related spend and the prior-year gain on the divestiture of The Weather Company assets. Total operating (non-GAAP) expense and other (income) increased 7.3 percent year to year, driven primarily by the factors described above.
Pre-tax income from continuing operations of $3.8 billion increased 14.0 percent and pre-tax margin was 11.9 percent, an increase of 1.0 points as compared to the first six months of 2024. Performance in the first six months of 2025 benefited from our gross margin expansion and productivity actions taken to transform our operations; partially offset by our continued investments to drive innovation. Our year-to-year pre-tax income results were also impacted by the gain from the divestiture of The Weather Company assets in the prior-year period. The continuing operations provision for income taxes for the first six months of 2025 was $0.5 billion, compared to a benefit from income taxes of $0.1 billion for the first six months of 2024. The benefit from income taxes in the first six months of 2024 was primarily driven by the resolution of
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Management Discussion – (continued)
certain tax audit matters in the first quarter. Net income from continuing operations of $3.2 billion decreased 4.6 percent and the net income from continuing operations margin was 10.3 percent, down 1.0 points year to year.
Operating (non-GAAP) pre-tax income from continuing operations of $4.9 billion increased 10.9 percent compared to the prior-year period and the operating (non-GAAP) pre-tax margin from continuing operations increased 0.9 points to 15.7 percent primarily driven by the same dynamics as described above. The operating (non-GAAP) provision for income taxes in the first six months of 2025 was $0.8 billion, compared to $0.6 billion in the first six months of 2024. The operating (non-GAAP) income tax provision year-to-year change was primarily driven by the same factor described above. Operating (non-GAAP) income from continuing operations of $4.2 billion increased 8.6 percent and the operating (non-GAAP) income margin from continuing operations of 13.2 percent increased 0.5 points year to year.
Diluted earnings per share from continuing operations was $3.43 for the six months ended June 30, 2025, a decrease of 6.0 percent compared to the prior-year period. Operating (non-GAAP) diluted earnings per share of $4.40 increased 7.1 percent compared to the prior-year period.
At June 30, 2025, the balance sheet remained strong with financial flexibility to support and invest in the business. Cash and cash equivalents, restricted cash and marketable securities at June 30, 2025 of $15.5 billion increased $0.7 billion from December 31, 2024 and debt of $64.2 billion at June 30, 2025 increased $9.2 billion, primarily driven by the first-quarter 2025 debt issuances.
Total assets increased $11.4 billion ($7.4 billion adjusted for currency) from December 31, 2024 primarily driven by an increase in goodwill and intangible assets mainly related to the HashiCorp acquisition. Total liabilities increased $11.2 billion ($6.4 billion adjusted for currency) from December 31, 2024 primarily driven by an increase in debt and deferred income; partially offset by a decrease in taxes payable. Total equity of $27.6 billion increased $0.2 billion from December 31, 2024 primarily driven by first-half 2025 net income and common stock; partially offset by dividends paid and an increase in accumulated other comprehensive loss.
Cash provided by operating activities was $6.1 billion in the first six months of 2025, a decrease of $0.2 billion compared to the first six months of 2024 which includes a decrease in cash provided by financing receivables of $0.3 billion. Free cash flow was $4.8 billion, an increase of $0.3 billion versus the prior-year period. Refer to page 75 for additional information on free cash flow. Net cash used in investing activities of $11.3 billion increased $9.3 billion compared to the prior-year period primarily driven by cash used for the HashiCorp acquisition. Financing activities were a net source of cash of $2.6 billion in the first six months of 2025 as compared to a use of cash of $2.6 billion in the prior-year period primarily driven by debt.

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Management Discussion – (continued)
Second Quarter in Review
Results of Continuing Operations
Segment Details
As discussed in the “Organization of Information” section, in the first quarter of 2025, we made changes to the reported revenue categories within our Software and Consulting reportable segments. IBM's Software segment reports revenue and year-to-year revenue percent change for Hybrid Cloud (Red Hat), Automation, Data, and Transaction Processing. The Software segment no longer reports Hybrid Platform & Solutions or Security revenue categories. IBM's Consulting segment reports revenue and year-to-year revenue percent change for Strategy and Technology and Intelligent Operations. These changes did not impact our Consolidated Financial Statements or our reportable segments.
The following tables present each reportable segment’s revenue and gross margin results, followed by an analysis of the second quarter and first six months of 2025 versus the second quarter and first six months of 2024 reportable segments results. The reported revenue categories within our Software and Consulting reportable segments are reported on a comparable basis for all periods.
(Dollars in millions)Yr.-to-Yr.
Percent/Margin
Change		Yr.-to-Yr.
Percent
Change
Adjusted For
Currency
For the three months ended June 30:20252024
Revenue:    
Software$7,387 $6,739 9.6 %7.6 %
Gross margin83.9 %83.6 %0.3 pts. 
Consulting5,314 5,179 2.6 %(0.3)%
Gross margin27.5 %26.3 %1.2 pts. 
Infrastructure4,142 3,645 13.6 %11.5 %
Gross margin61.5 %56.5 %5.0 pts. 
Financing166 169 (1.7)%   (3.3)%
Gross margin45.7 %48.9 %(3.2)pts. 
Other (1)
(31)38 nm nm 
Gross marginnm nm nm 
Total revenue$16,977 $15,770 7.7 %5.3 %
Total gross profit$9,977 $8,950 11.5 % 
Total gross margin58.8 %56.8 %2.0 pts.  
Non-operating adjustments: 
Amortization of acquired intangible assets225 170 32.3 % 
Operating (non-GAAP) gross profit$10,202 $9,120 11.9 % 
Operating (non-GAAP) gross margin 60.1 %57.8 %2.3 pts.  
(1)Includes reductions in revenue for estimated residual value less related unearned income on sales-type leases, which reflects the new z17 launch in June 2025. Refer to note A, "Significant Accounting Policies," in the company's 2024 Annual Report for additional information.
nm - not meaningful
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Management Discussion – (continued)
(Dollars in millions)Yr.-to-Yr.
Percent/Margin
Change		Yr.-to-Yr.
Percent
Change
Adjusted For
Currency
For the six months ended June 30:20252024
Revenue:    
Software$13,722 $12,637 8.6 %8.3 %
Gross margin83.7 %83.0 %0.7 pts. 
Consulting10,382 10,365 0.2 %(0.4)%
Gross margin27.4 %25.8 %1.6 pts. 
Infrastructure7,027 6,721 4.6 %4.3 %
Gross margin57.9 %55.4 %2.5 pts. 
Financing357 362 (1.2)%   (0.3)%
Gross margin45.8 %48.7 %(2.9)pts. 
Other (1)
30 146 (79.7)%   (80.7)%
Gross marginnm (260.7)%nm 
Total revenue$31,519 $30,231 4.3 %3.9 %
Total gross profit$18,008 $16,692 7.9 % 
Total gross margin57.1 %55.2 %1.9 pts.  
Non-operating adjustments:    
Amortization of acquired intangible assets426 341 24.9 % 
Operating (non-GAAP) gross profit$18,434 $17,033 8.2 % 
Operating (non-GAAP) gross margin 58.5 %56.3 %2.1 pts.  
(1)Includes reductions in revenue for estimated residual value less related unearned income on sales-type leases, which reflects the new z17 launch in June 2025. Refer to note A, "Significant Accounting Policies," in the company's 2024 Annual Report for additional information.
nm - not meaningful
Software
(Dollars in millions)Yr.-to-Yr.
Percent
Change		Yr.-to-Yr.
Percent
Change
Adjusted For
Currency
For the three months ended June 30:2025
2024 (1)
Software revenue:$7,387 $6,739 9.6 %7.6 %
Hybrid Cloud
$1,796 $1,547 16.1 %14.4 %
Automation
1,883 1,620 16.2 14.4 
Data
1,499 1,378 8.8 7.2 
Transaction Processing
2,208 2,194 0.6 (1.9)
(1)Recast to reflect January 2025 changes to the reported revenue categories.
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Management Discussion – (continued)
(Dollars in millions)Yr.-to-Yr.
Percent
Change		Yr.-to-Yr.
Percent
Change
Adjusted For
Currency
For the six months ended June 30:2025
2024 (1)
Software revenue:$13,722 $12,637 8.6 %8.3 %
Hybrid Cloud$3,483 $3,057 13.9 %13.9 %
Automation3,467 3,012 15.1 14.8 
Data2,736 2,550 7.3 7.0 
Transaction Processing4,037 4,019 0.4 (0.2)
(1)Recast to reflect January 2025 changes to the reported revenue categories.
Software revenue of $7,387 million increased 9.6 percent as reported (7.6 percent adjusted for currency) in the second quarter of 2025 compared to the prior-year period, with solid growth in Hybrid Cloud, Automation and Data. This revenue performance reflects our continued growth in our high-value, annual recurring revenue base.
Revenue performance by line of business in the second quarter compared to the prior-year period was as follows:
Hybrid Cloud (Red Hat) year-to-year revenue growth accelerated in the second quarter compared to the first quarter, driven by another quarter of double-digit signings growth and demand for our hybrid cloud solutions. We gained market share across each of our key solutions, led by OpenShift which grew revenue more than 20 percent. Automation revenue grew 16.2 percent as reported (14.4 percent adjusted for currency), with HashiCorp contributing to growth with a strong first full quarter since the acquisition closed. In Data, revenue grew across the portfolio, with strength in our AI offerings. The revenue performance in Transaction Processing reflects where we are in the new z17 cycle as clients prioritized hardware spend at the beginning of a new program.
Across Software, our annual recurring revenue (ARR) was $22.7 billion, which increased 12.2 percent as reported (10.4 percent adjusted for currency). In the first quarter of 2025, the ARR calculation was updated to include all recurring revenue within the Software segment. ARR is a key performance metric management uses to assess the health and growth trajectory of our Software segment, and is calculated by using the current quarter’s recurring revenue and then multiplying that value by four. This value includes the following consumption models: (1) software subscription agreements, including committed term licenses, (2) as-a-service arrangements such as SaaS and PaaS, and (3) maintenance and support contracts. ARR should be viewed independently of software revenue as this performance metric and its inputs may not represent revenue that will be recognized in future periods.
Revenue performance in the first six months of 2025 compared to the prior-year period was as follows:
Software revenue of $13,722 million increased 8.6 percent as reported (8.3 percent adjusted for currency) compared to the same period in 2024. Software represents approximately 45 percent of IBM's business and the performance in the first half of 2025 reflects the combination of the strength of our portfolio, innovation we have brought to our organic software, and contribution from acquisitions we have made during the past twelve months, including HashiCorp, StreamSets and webMethods. Our ability to deploy our AI assistants and agents as well as AI middleware in hybrid environments leveraging multi-model capabilities continues to resonate with clients.
(Dollars in millions)Yr.-to-Yr.
Percent/
Margin
Change
For the three months ended June 30:20252024
Software:   
Gross profit$6,197 $5,634 10.0 %    
Gross profit margin83.9 %83.6 %0.3 pts.  
Segment profit$2,296 $2,113 8.7 %    
Segment profit margin 31.1 %31.3 %(0.3)pts.  
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(Dollars in millions)Yr.-to-Yr.
Percent/
Margin
Change
For the six months ended June 30:20252024
Software:   
Gross profit$11,490 $10,494 9.5 %    
Gross profit margin83.7 %83.0 %0.7 pts. 
Segment profit$4,143 $3,612 14.7 %    
Segment profit margin30.2 %28.6 %1.6 pts. 
Software gross profit margin increased 0.3 points to 83.9 percent in the second quarter of 2025 compared to the prior-year period. Segment profit of $2,296 million increased 8.7 percent and segment profit margin of 31.1 percent decreased 0.3 points compared to the prior-year period.
For the first six months of 2025, gross profit margin increased 0.7 points to 83.7 percent, compared to the first six months of 2024. Segment profit of $4,143 million increased 14.7 percent and segment profit margin of 30.2 percent increased 1.6 points compared to the prior-year period.
Software gross profit, segment profit and respective margin performance in the second quarter and the first six months of 2025 reflect the benefits from our continued productivity actions and investments in acquisitions.
Consulting
(Dollars in millions)  Yr.-to-Yr.
Percent
Change		Yr.-to-Yr.
Percent
Change
Adjusted For
Currency
For the three months ended June 30:2025
2024 (1)
Consulting revenue:$5,314 $5,179 2.6 %(0.3)%
Strategy and Technology
$2,920 $2,895 0.9 %(2.2)%
Intelligent Operations
2,395 2,284 4.8 2.0 
(Dollars in millions)  Yr.-to-Yr.
Percent
Change		Yr.-to-Yr.
Percent
Change
Adjusted For
Currency
For the six months ended June 30:2025
2024 (1)
Consulting revenue:$10,382 $10,365 0.2 %(0.4)%
Strategy and Technology$5,702 $5,757 (1.0)%(1.7)%
Intelligent Operations4,680 4,608 1.6 1.2 
(1)Recast to reflect January 2025 changes to the reported revenue categories.
Consulting revenue of $5,314 million increased 2.6 percent as reported and was flat adjusted for currency on a year-to-year basis, as the business continued to stabilize through the second quarter of 2025. Strategy and Technology increased 0.9 percent as reported (decreased 2.2 percent adjusted for currency) and Intelligent Operations revenue increased 4.8 percent as reported (2.0 percent adjusted for currency). The environment remains dynamic with clients prioritizing cost-efficient, high-impact technology investments, driving revenue growth in areas such as business application transformation, AI operations, and cloud platform engineering.

For the first six months of 2025, Consulting revenue of $10,382 million was flat as reported (declining 0.4 percent adjusted for currency), compared to the prior-year period, reflecting the current dynamic environment and client focus on discretionary spending. In the first half of 2025, we had strength in our Intelligent Operations offerings such as cloud platform engineering services and application management services, while we had declines in Strategy and Technology reflecting strong prior-year performance. Clients are recognizing the benefits of generative AI, which we have continued to see in our signings and backlog composition, and we are leveraging our AI offerings and growing our strategic partnerships to help clients drive operational efficiency and reduced costs.
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(Dollars in millions)Yr.-to-Yr.
Percent/
Margin
Change
For the three months ended June 30:20252024
Consulting:   
Gross profit$1,461 $1,362 7.2 %    
Gross profit margin27.5 %26.3 %1.2 pts.  
Segment profit$562 $463 21.3 %    
Segment profit margin10.6 %8.9 %1.6 pts.  
(Dollars in millions)  Yr.-to-Yr.
Percent/
Margin
Change
For the six months ended June 30:20252024
Consulting:   
Gross profit$2,842 $2,676 6.2 %    
Gross profit margin27.4 %25.8 %1.6 pts.  
Segment profit$1,121 $888 26.2 %    
Segment profit margin10.8 %8.6 %2.2 pts.  
In the second quarter of 2025, Consulting gross profit margin of 27.5 percent increased 1.2 points on a year-to-year basis. Segment profit of $562 million increased 21.3 percent and segment profit margin of 10.6 percent increased 1.6 points year to year.
For the first six months of 2025, Consulting gross profit margin of 27.4 percent increased 1.6 points compared to the prior-year period. Segment profit of $1,121 million increased 26.2 percent and segment profit margin of 10.8 percent increased 2.2 points in the first six months of 2025 compared to the prior-year period.
Consulting gross profit, segment profit and respective margin performance in the second quarter and the first six months of 2025 reflect the benefits of the productivity actions we have taken.
Consulting Signings and Book-to-Bill
(Dollars in millions)Yr.-to-Yr.
Percent
Change		Yr.-to-Yr.
Percent
Change
Adjusted For
Currency
For the three months ended June 30:20252024
Total Consulting signings$4,793 $5,678 (15.6)%(18.2)%
(Dollars in millions)Yr.-to-Yr.
Percent
Change		Yr.-to-Yr.
Percent
Change
Adjusted For
Currency
For the six months ended June 30:20252024
Total Consulting signings$9,727 $11,189 (13.1)%(13.9)%
For the three and six months ended June 30, 2025, Consulting signings decreased 15.6 percent as reported (18.2 percent adjusted for currency) and 13.1 percent as reported (13.9 percent adjusted for currency), respectively, as clients continued to delay decision-making, especially in discretionary projects. However, we had continued growth in backlog in the second quarter despite the challenging pricing environment. Our book-to-bill ratio for the trailing twelve-months was over 1.14. Book-to-bill represents the ratio of IBM Consulting signings to its revenue over the same period. The metric is a useful indicator of the demand of our business over time.
Signings are management’s initial estimate of the value of a client’s commitment under a services contract within IBM Consulting. There are no third-party standards or requirements governing the calculation of signings. The calculation used
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Management Discussion – (continued)
by management involves estimates and judgments to gauge the extent of a client’s commitment, including the type and duration of the agreement, and the presence of termination charges or wind-down costs.
Contract extensions and increases in scope are treated as signings only to the extent of the incremental new value. Total signings can vary over time due to a variety of factors including, but not limited to, the timing of signing a small number of larger contracts. Signings associated with an acquisition will be recognized on a prospective basis.
Management believes the estimated values of signings disclosed provide an indication of our forward-looking revenue. Signings are used to monitor the performance of the business and viewed as useful information for management and shareholders. The conversion of signings into revenue may vary based on the types of services and solutions, contract duration, customer decisions, and other factors, which may include, but are not limited to, the macroeconomic environment.
Infrastructure
(Dollars in millions)Yr.-to-Yr.
Percent
Change		Yr.-to-Yr.
Percent
Change
Adjusted For
Currency
For the three months ended June 30:20252024
Infrastructure revenue:$4,142 $3,645 13.6 %11.5 %
Hybrid Infrastructure$2,866 $2,360 21.5 %19.1 %
IBM Z70.2 67.1 
Distributed Infrastructure(15.1)(16.9)
Infrastructure Support1,275 1,285 (0.8)(2.6)
(Dollars in millions)Yr.-to-Yr.
Percent
Change		Yr.-to-Yr.
Percent
Change
Adjusted For
Currency
For the six months ended June 30:20252024
Infrastructure revenue:$7,027 $6,721 4.6 %4.3 %
Hybrid Infrastructure$4,512 $4,163 8.4 %7.6 %
IBM Z36.8 35.3 
Distributed Infrastructure(10.5)(10.8)
Infrastructure Support2,515 2,558 (1.7)(1.1)
Infrastructure revenue of $4,142 million increased 13.6 percent as reported and 11.5 percent adjusted for currency in the second quarter of 2025 compared to the prior-year period, reflecting early strength in our new IBM Z program, z17, as AI use cases are resonating strongly with clients. IBM Z revenue increased 70.2 percent as reported and 67.1 percent adjusted for currency in the second quarter. The success of our z17 launch highlights the enduring nature of the IBM Z platform through the value of our continued innovation around AI workloads and hybrid cloud architecture. Distributed Infrastructure revenue decreased 15.1 percent as reported (16.9 percent adjusted for currency) with product cycle dynamics impacting Power. In July, we announced Power11, our next-generation platform featuring advancements across the processor, hardware architecture and virtualization software stack. While Storage was impacted by the new IBM Z cycle as clients prioritized hardware spend, our early strength in z17 and growth in installed capacity drives a long-term benefit.
For the first six months of 2025, Infrastructure revenue of $7,027 million increased 4.6 percent as reported (4.3 percent adjusted for currency) compared to the prior-year period, reflecting strong growth in Hybrid Infrastructure driven by z17, partially offset by the decline in Distributed Infrastructure, and a decrease in Infrastructure Support reflecting product cycle dynamics.
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(Dollars in millions)Yr.-to-Yr.
Percent/
Margin
Change
For the three months ended June 30:20252024
Infrastructure:   
Gross profit$2,548 $2,060 23.7 %    
Gross profit margin61.5 %56.5 %5.0 pts.  
Segment profit$965 $654 47.6 %    
Segment profit margin23.3 %17.9 %5.4 pts.  
(Dollars in millions)Yr.-to-Yr.
Percent/
Margin
Change
For the six months ended June 30:20252024
Infrastructure:   
Gross profit$4,071 $3,726 9.2 %    
Gross profit margin57.9 %55.4 %2.5 pts.  
Segment profit$1,213 $965 25.7 %    
Segment profit margin17.3 %14.4 %2.9 pts.  
Infrastructure gross profit margin of 61.5 percent increased 5.0 points in the second quarter of 2025 compared to the prior-year period. Infrastructure segment profit of $965 million increased 47.6 percent and segment profit margin of 23.3 percent increased 5.4 points compared to the prior-year period.
For the first six months of 2025, gross profit margin of 57.9 percent increased 2.5 points compared to the prior-year period. Infrastructure segment profit of $1,213 million increased 25.7 percent and segment profit margin of 17.3 percent increased 2.9 points in the first six months of 2025 compared to the prior-year period.
Infrastructure gross profit margin expansion for the second quarter and first six months of 2025 were primarily driven by the launch of z17. Segment profit and profit margin performance for both periods were primarily driven by the gross profit margin expansion.
Financing
Refer to pages 76 through 77 for a discussion of Financing’s segment results.

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Management Discussion – (continued)
Geographic Revenue
In addition to the revenue presentation by reportable segment, we also measure revenue performance on a geographic basis.
(Dollars in millions)Yr.-to-Yr.
Percent
Change 		Yr.-to-Yr.
Percent
Change
Adjusted For
Currency
For the three months ended June 30:20252024
Total Revenue$16,977 $15,770 7.7 %5.3 %
Americas$8,462 $7,979 6.1 %6.5 %
Europe/Middle East/Africa (EMEA)5,413 4,722 14.6 8.5 
Asia Pacific3,103 3,069 1.1 (2.7)
(Dollars in millions)Yr.-to-Yr.
Percent
Change 		Yr.-to-Yr.
Percent
Change
Adjusted For
Currency
For the six months ended June 30:20252024
Total Revenue$31,519 $30,231 4.3 %3.9 %
Americas$15,668 $15,275 2.6 %3.4 %
Europe/Middle East/Africa (EMEA)9,965 9,035 10.3 8.1 
Asia Pacific5,886 5,922 (0.6)(1.4)
Geographic revenue performance for the three months ended June 30, 2025:
Americas revenue of $8,462 million increased 6.1 percent as reported and 6.5 percent adjusted for currency in the second quarter of 2025 compared to the prior-year period. The U.S. increased 4.5 percent year to year. Canada increased 27.8 percent as reported and 28.6 percent adjusted for currency. Latin America increased 1.4 percent as reported and 5.3 percent adjusted for currency, reflecting growth across most countries with a partial offsetting decline in Brazil of 6.1 percent as reported and 0.8 percent adjusted for currency.
In EMEA, total revenue of $5,413 million increased 14.6 percent as reported and 8.5 percent adjusted for currency. Germany, the UK, France, and Italy increased 30.9 percent, 23.7 percent, 15.4 percent and 9.1 percent, respectively, as reported, and 24.0 percent, 17.2 percent, 9.6 percent and 3.3 percent, respectively, adjusted for currency.
Asia Pacific revenue of $3,103 million increased 1.1 percent as reported, but decreased 2.7 percent adjusted for currency. Japan increased 4.3 percent as reported, but decreased 3.5 percent adjusted for currency. Australia and India increased 12.1 percent and 5.1 percent, respectively, as reported, and 15.0 percent and 7.9 percent, respectively, adjusted for currency. China decreased 21.5 percent as reported and 21.7 percent adjusted for currency.
Geographic revenue performance for the six months ended June 30, 2025:
Americas revenue of $15,668 million increased 2.6 percent as reported and 3.4 percent adjusted for currency. The U.S. increased 2.3 percent compared to the prior-year period. Canada increased 10.5 percent as reported and 13.6 percent adjusted for currency. Latin America was flat as reported, but grew 5.7 percent adjusted for currency. Within Latin America, Brazil decreased 5.9 percent as reported, but increased 2.3 percent adjusted for currency.
In EMEA, total revenue of $9,965 million increased 10.3 percent as reported and 8.1 percent adjusted for currency. The UK, Germany, France and Italy increased 17.2 percent, 14.5 percent, 9.4 percent and 8.0 percent, respectively, as reported, and 14.1 percent, 12.4 percent, 7.8 percent and 6.0 percent, respectively, adjusted for currency.
Asia Pacific revenue of $5,886 million decreased 0.6 percent as reported and 1.4 percent adjusted for currency. Japan increased 2.0 percent as reported, but declined 0.8 percent adjusted for currency. Australia and India increased 6.4 percent and 1.8 percent, respectively, as reported, and 10.0 percent and 5.3 percent, respectively, adjusted for currency. China decreased 24.1 percent as reported and 23.9 percent adjusted for currency.
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Management Discussion – (continued)
Expense
Total Expense and Other (Income)
(Dollars in millions)Yr.-to-Yr.
Percent
Change
For the three months ended June 30:20252024
Total expense and other (income)$7,380 $6,730 9.6 %
Non-operating adjustments:   
Amortization of acquired intangible assets$(324)$(268)20.8 %
Acquisition-related charges(26)(36)(28.6)
Non-operating retirement-related (costs)/income(25)(98)(74.1)
Operating (non-GAAP) expense and other (income)$7,005 $6,328 10.7 %
Total expense-to-revenue ratio43.5 %42.7 %0.8 pts. 
Operating (non-GAAP) expense-to-revenue ratio41.3 %40.1 %1.1 pts. 
(Dollars in millions)Yr.-to-Yr.
Percent
Change
For the six months ended June 30:20252024
Total expense and other (income) (1)
$14,253 $13,399 6.4 %
Non-operating adjustments:   
Amortization of acquired intangible assets$(618)$(526)17.6 %
Acquisition-related charges(88)(96)(8.3)
Non-operating retirement-related (costs)/income(48)(194)(75.3)
Operating (non-GAAP) expense and other (income) (1)
$13,499 $12,584 7.3 %
Total expense-to-revenue ratio45.2 %44.3 %0.9 pts. 
Operating (non-GAAP) expense-to-revenue ratio42.8 %41.6 %1.2 pts. 
(1)2024 includes a pre-tax gain of $239 million from the divestiture of The Weather Company assets.
For additional information regarding total expense and other (income) for both expense presentations, refer to the following analyses by category.
Selling, General and Administrative Expense
(Dollars in millions)Yr.-to-Yr.
Percent
Change
For the three months ended June 30:20252024
Selling, general and administrative expense:   
Selling, general and administrative — other$4,078 $4,121 (1.0)%
Advertising and promotional expense349 354 (1.2)
Workforce rebalancing charges18 20 (8.5)
Amortization of acquired intangible assets324 268 20.8 
Stock-based compensation (1)
244 172 41.8 
Provision for/(benefit from) expected credit loss expense14 2 nm
Total selling, general and administrative expense$5,027 $4,938 1.8 %
Non-operating adjustments:   
Amortization of acquired intangible assets$(324)$(268)20.8 %
Acquisition-related charges (1)
(25)(18)35.6
Operating (non-GAAP) selling, general and administrative expense$4,679 $4,651 0.6 %
(1)2025 includes awards in connection with acquisitions of $41 million for the three months ended June 30, 2025, which includes a non-operating adjustment in acquisition-related charges of $17 million.
nm - not meaningful
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(Dollars in millions)Yr.-to-Yr.
Percent
Change
For the six months ended June 30:20252024
Selling, general and administrative expense:   
Selling, general and administrative — other$7,884 $8,036 (1.9)%
Advertising and promotional expense588 633 (7.1)
Workforce rebalancing charges334 396 (15.5)
Amortization of acquired intangible assets618 526 17.6 
Stock-based compensation (1)
461 343 34.4 
Provision for/(benefit from) expected credit loss expense28 (21)nm
Total selling, general and administrative expense$9,913 $9,912 0.0 %
Non-operating adjustments:   
Amortization of acquired intangible assets$(618)$(526)17.6 %
Acquisition-related charges (1)
(83)(28)190.8 
Operating (non-GAAP) selling, general and administrative expense$9,212 $9,358 (1.6)%
(1)2025 includes awards in connection with acquisitions of $45 million for the six months ended June 30, 2025, which includes a non-operating adjustment in acquisition-related charges of $17 million.
nm - not meaningful
Total selling, general and administrative (SG&A) expense increased 1.8 percent in the second quarter of 2025 versus the prior-year period driven primarily by the following factors:
•Higher operating expenses from acquired businesses, as a result of our continued investment to drive our hybrid cloud and AI strategy (5 points);
•The effects of currency (1 point); and
•Higher amortization of acquired intangible assets and acquisition-related charges (1 point); partially offset by
•Lower spending reflecting the benefits from productivity actions focused on transforming our enterprise operations (6 points).
Operating (non-GAAP) SG&A expense increased 0.6 percent year to year primarily driven by the same factors above, excluding the higher amortization of acquired intangible assets and acquisition-related charges.
Expected credit loss expense was a provision of $14 million in the second quarter of 2025 compared to $2 million in the prior-year period. The year-to-year change was primarily driven by higher specific reserve requirements in the current-year period. Refer to “Receivables and Allowances” section on page 70 for additional information.
Total SG&A expense was flat in the first six months of 2025 versus the prior-year period driven primarily by the following factors:
•Higher operating expenses from acquired businesses, as a result of our continued investment to drive our hybrid cloud and AI strategy (4 points); and
•Higher amortization of acquired intangible assets and acquisition-related charges and (2 points); partially offset by
•Benefits from productivity and the actions taken to transform our operations (5 points); and
•Lower workforce rebalancing charges (1 point).
Operating (non-GAAP) SG&A expense decreased (1.6) percent year to year primarily driven by the same factors above, excluding the higher acquisition-related charges and amortization of acquired intangible assets.
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Expected credit loss expense was a provision of $28 million in the first six months of 2025 compared to a benefit of $21 million in the prior-year period. The year-to-year change was primarily driven by higher unallocated reserve requirements in the current year as a result of the current economic conditions. Refer to "Receivables and Allowances" section on page 70 for additional information.
Research and Development
(Dollars in millions)Yr.-to-Yr.
Percent
Change
For the three months ended June 30:20252024
Research and development expense
$2,097 $1,840 13.9 %
(Dollars in millions)Yr.-to-Yr.
Percent
Change
For the six months ended June 30:20252024
Research and development expense$4,047 $3,637 11.3 %
Non-operating adjustments:
Acquisition-related charges(4)— nm
Operating (non-GAAP) research and development expense$4,043 $3,637 11.2 %
nm - not meaningful
Research and development (R&D) expense increased 13.9 percent year to year in the second quarter. The year-to-year increase in R&D expense was primarily driven by investments to drive innovation in AI, hybrid cloud and quantum and higher operating acquisition-related spending.
Research and development (R&D) expense and operating (non-GAAP) R&D expense increased 11.3 percent and 11.2 percent, respectively, in the first six months of 2025 primarily driven by the same factors above.
Intellectual Property and Custom Development Income
(Dollars in millions)Yr.-to-Yr.
Percent
Change
For the three months ended June 30:20252024
Intellectual property and custom development income:   
Intellectual property income (1)
$43 $77 (44.1)%
Custom development income172 165 4.4 
Total$215 $241 (11.0)%
(Dollars in millions)Yr.-to-Yr.
Percent
Change
For the six months ended June 30:20252024
Intellectual property and custom development income:   
Intellectual property income (1)
$106 $149 (28.9)%
Custom development income362 309 17.3 
Total$468 $458 2.2 %
(1)Includes licensing, royalty-based fees and sales
Total intellectual property and custom development income decreased 11.0 percent year to year in the second quarter, and increased 2.2 percent in the first six months of 2025 compared to the prior-year period. The increase in the first six months of 2025 was primarily driven by joint development and licensing agreements with a Japanese consortium to leverage our intellectual property and expertise on advanced semiconductors.
The timing and amount of licensing and sales of IP may vary significantly from period to period depending upon the timing of licensing agreements, economic conditions, industry consolidation and the timing of new patents and know-how development.
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Management Discussion – (continued)

Other (Income) and Expense
(Dollars in millions)Yr.-to-Yr.
Percent
Change
For the three months ended June 30:20252024
Other (income) and expense:   
(Gains)/losses on foreign currency transactions$773 $(140)nm
(Gains)/losses on derivative instruments (1)
(601)140 nm
Interest income(172)(217)(20.4)%
Net (gains)/losses from securities and investment assets(19)0 nm
Retirement-related costs/(income)
25 98 (74.1)
Other(45)(114) (61.1)
Total other (income) and expense$(39)$(233)(83.3)%
Non-operating adjustments:   
Acquisition-related charges (1)
$(1)$(18)(93.8)%
Non-operating retirement-related (costs)/income
(25)(98) (74.1)
Operating (non-GAAP) other (income) and expense$(65)$(349)(81.3)%
(1)2024 includes the realized loss recognized on foreign exchange derivative contracts entered into by the company prior to the acquisition of StreamSets and webMethods from Software AG. Refer to note 16, “Derivative Financial Instruments,” for additional information.
nm - not meaningful
(Dollars in millions)Yr.-to-Yr.
Percent
Change
For the six months ended June 30:20252024
Other (income) and expense:   
(Gains)/losses on foreign currency transactions$1,215 $(345)nm
(Gains)/losses on derivative instruments (1)
(1,043)427 nm
Interest income(363)(427)(14.9)%
Net (gains)/losses from securities and investment assets10 (10)nm
Retirement-related costs/(income)
48 194 (75.3)
Other
(71)(389) (81.7)
Total other (income) and expense$(204)$(550)(63.0)%
Non-operating adjustments:   
Acquisition-related charges (1)
(1)(68)(98.4)%
Non-operating retirement-related (costs)/income
(48)(194)(75.3)%
Operating (non-GAAP) other (income) and expense$(253)$(812)(68.9)%
(1)2024 includes the realized loss recognized on foreign exchange derivative contracts entered into by the company prior to the acquisition of StreamSets and webMethods from Software AG. Refer to note 16, “Derivative Financial Instruments,” for additional information.
nm - not meaningful
Total other (income) and expense was income of $39 million in the second quarter of 2025 and decreased $194 million compared to the prior-year period. The year-to-year change was primarily driven by:
•Higher net exchange losses (including derivative instruments) of $171 million in the current-year period; and
•Lower interest income ($44 million) primarily driven by a lower average cash balance in the current year and lower average interest rates; partially offset by
•Lower non-operating retirement-related costs of $73 million. Refer to "Retirement-Related Plans" for additional information.
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Operating (non-GAAP) other (income) and expense was income of $65 million in the second quarter of 2025 and decreased $283 million compared to the prior-year period. The year-to-year change was primarily driven by the factors described above excluding lower non-operating retirement-related costs.
Total other (income) and expense was income of $204 million in the first six months of 2025 compared to income of $550 million in the prior-year period. The year-to-year change was primarily driven by:
•Lower gains on divestitures of $252 million primarily driven by the divestiture of The Weather Company assets in first-quarter 2024 (included in "Other" in the table above); and
•Higher net exchange losses (including derivative instruments) of $91 million; and
•Lower interest income of $64 million primarily driven by lower interest rates in the current year; partially offset by
•Lower non-operating retirement-related costs of $146 million compared to the prior-year period. Refer to "Retirement-Related Plans" for additional information.
Operating (non-GAAP) other (income) and expense was income of $253 million in the first six months of 2025 and decreased $559 million compared to the prior-year period. The year-to-year change was primarily driven by the factors described above, excluding lower non-operating retirement-related costs.
Interest Expense
(Dollars in millions)Yr.-to-Yr.
Percent
Change
For the three months ended June 30:20252024
Interest expense$510 $427 19.3 %
(Dollars in millions)Yr.-to-Yr.
Percent
Change
For the six months ended June 30:20252024
Interest expense$965 $859 12.3 %
Interest expense increased $82 million and $106 million year to year in the second quarter and first six months of 2025, respectively. Interest expense is presented in cost of financing in the Consolidated Income Statement if the related external borrowings are to support the Financing external business. Overall interest expense (excluding capitalized interest) for the second quarter and first six months of 2025 was $595 million and $1,138 million, respectively, an increase of $87 million and $112 million, respectively, compared to the prior-year periods. The year-to-year dynamics for both the second quarter and first six months of 2025 were primarily driven by higher average interest rates and a higher average debt balance in the current year.
Retirement-Related Plans
The following tables provide the total pre-tax cost for all retirement-related plans. The operating cost amounts are included in the Consolidated Income Statement within the caption (e.g., Cost, SG&A, R&D) relating to the job function of the plan participants. The non-operating cost amounts are included in other (income) and expense.
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(Dollars in millions)Yr.-to-Yr.
Percent
Change
For the three months ended June 30:20252024
Retirement-related plans — cost:   
Service cost$133 $141 (5.8)%
Multi-employer plans3 3 11.6 
Cost of defined contribution plans120 109 9.9 
Total operating costs$255 $252 1.2 %
Interest cost$493 $555 (11.1)%
Expected return on plan assets(638)(725)(12.1)
Recognized actuarial losses157 256 (38.5)
Amortization of prior service costs/(credits)(2)(2)(9.9)
Curtailments/settlements5 2 95.7 
Other costs10 12 (18.5)
Total non-operating costs/(income)$25 $98 (74.1)%
Total retirement-related plans — cost$281 $350 (19.9)%
(Dollars in millions)Yr.-to-Yr.
Percent
Change
For the six months ended June 30:2025 2024
Retirement-related plans — cost:    
Service cost$263 $284 (7.3)%
Multi-employer plans6 6 (0.3)
Cost of defined contribution plans229 220 4.3 
Total operating costs$499 $510 (2.2)%
Interest cost$969 $1,113 (12.9)%
Expected return on plan assets(1,252)(1,455)(14.0)
Recognized actuarial losses309 515 (39.9)
Amortization of prior service costs/(credits)(4)(4)0.1 
Curtailments/settlements7 4 50.8 
Other costs18 20 (10.8)
Total non-operating costs/(income)$48 $194 (75.3)%
Total retirement-related plans — cost$546 $704 (22.4)%
Total pre-tax retirement-related plan cost in the second quarter of 2025 decreased by $70 million compared to the second quarter of 2024, primarily driven by a decrease in recognized actuarial losses ($99 million) and lower interest cost ($62 million), partially offset by lower expected return on plan assets ($88 million). Total cost for the first six months of 2025 decreased by $157 million compared to the first six months of 2024, primarily driven by a decrease in recognized actuarial losses ($206 million) and lower interest cost ($144 million), partially offset by lower expected return on plan assets ($203 million).
As described in the “Operating (non-GAAP) Earnings” section, management characterizes certain retirement-related costs as operating and others as non-operating. Utilizing this characterization, operating retirement-related costs in the second quarter of 2025 were $255 million, an increase of $3 million compared to the second quarter of 2024. The increase was primarily driven by increased cost of defined contribution plans ($11 million), partially offset by lower service cost ($8 million). For the first six months of 2025, operating retirement-related costs were $499 million, a decrease of $11 million compared to the prior-year period, primarily driven by lower service cost ($21 million) partially offset by increased cost of defined contribution plans ($10 million). Non-operating costs/(income) was $25 million of cost in the second quarter of 2025 compared to $98 million in the prior-year period, and $48 million for the first six months of 2025 compared to $194 million in the prior-year period. For the periods presented, the year-to-year decreases in recognized actuarial losses and interest cost, and lower expected return on plan assets were primarily driven by the prior year U.S. and
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Canada pension transfers which occurred in the second half of 2024. Refer to note U, “Retirement-Related Benefits,” in our 2024 Annual Report for additional information.
Taxes
The continuing operations provision for income taxes in the second quarter of 2025 was $404 million, compared to $389 million in the second quarter of 2024. The operating (non-GAAP) provision for income taxes in the second quarter of 2025 was $545 million, compared to $516 million in the second quarter of 2024.
The continuing operations provision for income taxes for the first six months of 2025 was $507 million, compared to a benefit from income taxes of $112 million for the first six months of 2024. The benefit from income taxes in the first six months of 2024 was primarily driven by the resolution of certain tax audit matters in the first quarter. The operating (non-GAAP) provision for income taxes in the first six months of 2025 was $766 million, compared to $610 million in the first six months of 2024. The operating (non-GAAP) income tax provision year-to-year change was primarily driven by the same factor described above.
IBM’s tax provision and effective tax rate are impacted by recurring factors including the geographical mix of income before taxes, incentives, specific transactions, changes in unrecognized tax benefits and discrete tax events, such as the settlement of income tax audits and changes in or new interpretations of tax laws. The GAAP tax provision and effective tax rate could also be affected by adjustments to the previously recorded charges for U.S. tax reform attributable to any changes in law, new regulations and guidance, and audit adjustments, among others.
On July 4, 2025, H.R. 1, a bill to provide for reconciliation, was signed into law in the United States as Public Law 119-21 (the Act). The Act incorporates various business tax provisions, including the permanent extension of key measures from the 2017 Tax Cuts and Jobs Act. The effects of changes in tax legislation must be recognized in the period of enactment. The company is currently assessing the tax effects of the Act and expects to record a one-time, non-cash charge in the Consolidated Income Statement for the period ending September 30, 2025, primarily for the remeasurement of deferred tax assets and liabilities related to Global Intangible Low-Taxed Income (GILTI), now renamed to Net Controlled Foreign Corporation Tested Income (NCTI). This one-time, non-cash charge is not expected to impact operating (non-GAAP) net income or operating (non-GAAP) earnings per share.
The U.S. Internal Revenue Service (IRS) has proposed adjustments related to certain cross-border transactions with respect to the company’s 2013-2014 and 2015-2016 U.S. income tax returns, which if sustained, would increase the company’s income subject to tax by approximately $4.2 billion for the 2013-2014 audit cycle and approximately $1.2 billion for the 2015-2016 audit cycle, with tax calculated at the relevant federal income tax rate. The company strongly disagrees with the IRS’ positions, filed IRS Appeals protests, and will pursue resolution at court, if necessary. In 2021, the IRS commenced its audit of the company’s U.S. tax returns for 2017-2018, which the company anticipates will be completed in 2025. With respect to major U.S. state and foreign taxing jurisdictions, the company is generally no longer subject to tax examinations for years prior to 2016. The company is no longer subject to income tax examination of its U.S. federal tax return for years prior to 2013. The open years contain matters that could be subject to differing interpretations of applicable tax laws and regulations as it relates to the amount and/or timing of income, deductions, and tax credits. Although the outcome of tax audits is always uncertain, the company believes that adequate amounts of tax, interest and penalties have been provided for any adjustments that are expected to result for these years.
The company is involved in a number of income tax-related matters in India challenging tax assessments issued by the India Tax Authorities. As of June 30, 2025, the company had recorded approximately $430 million as prepaid income taxes in India. A significant portion of this balance represents cash tax deposits paid over time to protect the company’s right to appeal various income tax assessments made by the India Tax Authorities. Although the outcome of tax audits is always uncertain, the company believes that adequate amounts of tax, interest and penalties have been provided for any adjustments that are expected to result for these years.
The amount of unrecognized tax benefits at June 30, 2025 is $9,192 million which can be reduced by $664 million associated with timing adjustments, potential transfer pricing adjustments, and state income taxes. The net amount of $8,528 million, if recognized, would favorably affect the company’s effective tax rate.

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Financial Position
Dynamics
Our balance sheet at June 30, 2025 continues to provide us with financial flexibility to support and invest in the business.
Cash and cash equivalents, restricted cash and marketable securities at June 30, 2025 were $15,530 million, an increase of $726 million compared to December 31, 2024. Total debt of $64,165 million at June 30, 2025 increased $9,192 million compared to December 31, 2024, primarily driven by the first-quarter 2025 debt issuances to increase our financial liquidity and plan for our future debt maturities, and due to currency fluctuation. We continue to manage our debt levels while being acquisitive and without sacrificing investments in our business.
In the first six months of 2025, we generated $6,071 million in cash from operating activities, a decrease of $162 million compared to the first six months of 2024. Within cash from operating activities, cash provided by financing receivables decreased $345 million compared to the prior year. Our free cash flow for the six months ended June 30, 2025 was $4,808 million, an increase of $285 million versus the prior-year period. Refer to pages 74 through 75 for additional information on free cash flow. We invested $7,845 million in acquisitions primarily for the acquisition of HashiCorp which was completed in the first quarter and we returned $3,112 million to shareholders through dividends in the first six months of 2025.
Our pension plans were well funded at the end of 2024, with worldwide qualified plans funded at 116 percent. Overall pension funded status as of the end of June 2025 was fairly consistent with year-end 2024. We expect contributions for all retirement-related plans to be approximately $1.3 billion in 2025, essentially flat compared to the prior year.
IBM Working Capital
(Dollars in millions)At June 30, 2025At December 31, 2024
Current assets$34,253 $34,482 
Current liabilities37,726 33,142 
Working capital$(3,473)$1,340 
Current ratio0.91:11.04:1
Working capital decreased $4,813 million from the year-end 2024 position. Current assets decreased $229 million ($1,575 million adjusted for currency) primarily due to decreases in receivables mainly from collections of seasonally higher year-end balances; partially offset by an increase in cash and cash equivalents, restricted cash and marketable securities. Current liabilities increased $4,584 million ($3,227 million adjusted for currency) primarily due to increases in short-term debt driven by reclassifications from long-term debt net of maturities, and in deferred income; partially offset by a decrease in taxes payable.
Receivables and Allowances
Roll Forward of Total IBM Receivables Allowance for Credit Losses
(Dollars in millions)
January 1, 2025
Additions / (Releases) (1)
Write-offs (2)
Foreign currency and other
June 30, 2025
$273$24$(28)$23$291
(1)Additions/(Releases) for allowance for credit losses are recorded in expense.
(2)Refer to note A, “Significant Accounting Policies,” in our 2024 Annual Report for additional information regarding allowance for credit loss write-offs.
Excluding receivables classified as held for sale, the total IBM receivables provision coverage was 1.5 percent at June 30, 2025, an increase of 10 basis points compared to December 31, 2024. The increase in coverage is primarily driven by an increase in the unallocated allowance for credit losses on financing receivables. The majority of the write-offs during the six months ended June 30, 2025 were related to receivables which had been previously reserved. Refer to Financing's
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“Balance Sheet and Return on Equity Highlights” on page 76 for additional details regarding the Financing segment receivables and allowances.
Noncurrent Assets and Liabilities
(Dollars in millions)At June 30, 2025At December 31, 2024
Noncurrent assets$114,332 $102,693 
Long-term debt$55,219 $49,884 
Noncurrent liabilities (excluding debt)$28,052 $26,756 
Noncurrent assets increased $11,639 million ($8,976 million adjusted for currency) primarily due to an increase in goodwill and intangible assets from the HashiCorp acquisition.
Long-term debt increased $5,335 million ($3,411 million adjusted for currency) primarily driven by our first-quarter 2025 debt issuances; partially offset by reclassifications to short-term debt to reflect upcoming maturities.
Noncurrent liabilities (excluding debt) increased $1,296 million (decreased $243 million adjusted for currency) primarily driven by currency.
Debt
Our funding requirements are continually monitored as we execute our strategies to manage the overall asset and liability profile. Additionally, we maintain sufficient flexibility to access global funding sources as needed.
(Dollars in millions)At June 30, 2025At December 31, 2024
Total debt$64,165 $54,973 
Financing segment debt (1)
$11,731 $12,116 
Non-Financing debt$52,434 $42,858 
(1)Refer to Financing’s “Balance Sheet and Return on Equity Highlights” on page 76 for additional details.
Total debt of $64,165 million increased $9,192 million ($7,244 million adjusted for currency) from December 31, 2024, primarily driven by proceeds from issuances of $8,385 million to increase our financial liquidity and plan for our future debt maturities; partially offset by maturities of $2,565 million.
Non-Financing debt of $52,434 million increased $9,577 million ($7,894 million adjusted for currency) from December 31, 2024, primarily as a result of the issuances and maturities described above.

Financing segment debt of $11,731 million decreased $385 million ($650 million adjusted for currency) from December 31, 2024, primarily due to lower funding requirements associated with financing receivables.
Financing provides financing solutions predominantly for IBM’s external client assets, and the debt used to fund Financing assets is primarily comprised of intercompany loans. Total debt changes generally correspond with the level of client and commercial financing receivables, the level of cash and cash equivalents, the change in intercompany and external payables, and the change in intercompany investment from IBM. The terms of the intercompany loans are set by the company to substantially match the term, currency and interest rate variability underlying the financing receivable. The Financing debt-to-equity ratio remained at 9.0 to 1 at June 30, 2025.
Interest expense relating to debt supporting Financing’s external client and internal business is included in the “Financing Results of Operations” and in note 4, “Segments.” In the Consolidated Income Statement, the external debt-related interest expense supporting Financing’s internal financing to the company is classified as interest expense.

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Equity
Total equity increased $195 million from December 31, 2024, primarily driven by net income of $3,249 million and common stock of $1,012 million; partially offset by dividends paid of $3,112 million and an increase in accumulated other comprehensive loss of $772 million driven by net unrealized losses from cash flow hedges.
Cash Flow
Our cash flows from operating, investing and financing activities, as reflected in the Consolidated Statement of Cash Flows on page 7, are summarized in the table below. These amounts also include the cash flows associated with the Financing business.
(Dollars in millions)
For the six months ended June 30:20252024
Net cash provided by/(used in):  
Operating activities$6,071 $6,234 
Investing activities(11,281)(1,971)
Financing activities2,589 (2,638)
Effect of exchange rate changes on cash, cash equivalents and restricted cash487 (236)
Net change in cash, cash equivalents and restricted cash$(2,134)$1,389 
Net cash provided by operating activities decreased $162 million as compared to the first six months of 2024. This was due to a decrease in cash provided by financing receivables and balance sheet dynamics; partially offset by performance-related improvements within net income.
Net cash used in investing activities increased $9,310 million primarily driven by the HashiCorp acquisition, higher net purchases of marketable securities and other investments, and a decrease in cash provided by divestitures as the first quarter 2024 included the sale of The Weather Company assets.
Net cash provided by financing activities increased $5,226 million primarily driven by a higher level of net debt issuances in the current-year period.
Looking Forward
Technology continues to serve as a key competitive advantage which allows businesses to scale, drive cost efficiencies, productivity, and to fuel growth and transformation. It is clear that technology is playing a significant role as the value of hybrid cloud, automation, data sovereignty, and on-prem solutions becomes even more critical in today’s environment.
Enterprise AI continues to gain traction. The portfolio of AI offerings we have built, including cost efficient, fit-for-purpose open-source models deployed in hybrid environments, is focused on helping businesses scale AI and generate return through productivity improvements and automation. In Software, IBM watsonx provides a robust portfolio of AI products for developing AI apps, managing data, and governing the entire lifecycle of AI models and AI agents. We continue to see Infrastructure play a larger role, enabling hybrid cloud environments for mission-critical transactions and AI workloads, as clients bring AI to their data. In June, we launched the IBM z17, which delivers enhanced AI acceleration through multi-model AI capabilities. In July, we introduced IBM Power11 which delivers the performance, resiliency, and scalability needed to run mission-critical data-intensive workloads. In Consulting, our experts are helping clients design and execute AI strategies by leveraging the IBM Consulting Advantage platform, an AI delivery platform designed to implement solutions at scale, transforming how our consultants work and harnessing AI across every stage of the project lifecycle.
AI is also a powerful driver of transformation for our clients and for IBM. We are transforming our enterprise operations, driving efficiency and cost savings, by leveraging technology and embedding AI in our own workflows, as well as optimizing our supply chain and service delivery. This quarter, we continued to optimize our supply chain by shifting
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Management Discussion – (continued)
our Distributed Infrastructure manufacturing to an industry standard strategic partner. This is the next evolution of our supply transformation as we pivot to a simpler, more efficient process.

We remain focused on accelerating innovation speed and impact, and we continue to invest in emerging technologies, including Quantum, bringing new innovations to market. To complement our portfolio, we completed six acquisitions in the first six months of 2025, including the acquisition of HashiCorp in the first quarter, which brought leading automation and security tools that integrate with our hybrid cloud.
Our first-half performance reflects the continued success of our focused strategy around hybrid cloud and AI, highlighting the resiliency of our business model. We remain focused on consistent execution, delivering long-term growth aligned with our financial model.
While the operating environment remains dynamic, we believe our focused portfolio, disciplined investments in innovation, diverse set of businesses and clients, relentless focus on productivity, and strong liquidity position drive the durability of our performance.
Retirement-Related Plans
Our pension plans are well funded. Contributions for all retirement-related plans are expected to be approximately $1.3 billion in 2025, essentially flat compared to 2024, of which $0.1 billion generally relates to legally required contributions to non-U.S. defined benefit and multi-employer plans. We expect 2025 pre-tax retirement-related plan cost to be approximately $1.1 billion. This estimate reflects current pension plan assumptions at December 31, 2024. Within total retirement-related plan cost, operating retirement-related plan cost is expected to be approximately $1.0 billion in 2025, essentially flat compared to 2024. Non-operating retirement-related plan cost is expected to be approximately $0.1 billion, a decrease of approximately $3.3 billion compared to 2024, primarily driven by the $3.1 billion of pension settlement charges resulting from the U.S. and Canada pension transfers in the second half of 2024, and lower recognized actuarial losses.
Currency Rate Fluctuations
Changes in the relative values of non-U.S. currencies to the U.S. dollar affect our financial results and financial position. Movements in currency, and the fact that we do not hedge 100 percent of our currency exposures, will result in a currency impact to our revenues, profit and cash flows throughout 2025. We execute a hedging program which defers, versus eliminates, the volatility of currency impacts on our financial results. During periods of sustained movements in currency, the marketplace and competition adjust to the changing rates over time.
References to “adjusted for currency” or “constant currency” reflect adjustments based upon a simple mathematical formula. However, this constant currency methodology that we utilize to disclose this information does not incorporate any operational actions that management could take to mitigate fluctuating currency rates. Based on the currency rate movements in the second quarter of 2025, revenue from continuing operations increased 7.7 percent as reported and 5 percent at constant currency compared to the prior year. In the first six months of 2025, revenue from continuing operations increased 4.3 percent as reported and 4 percent at constant currency, compared to the same period in 2024.
At June 30, 2025, currency changes resulted in assets and liabilities denominated in most local currencies being translated into more dollars than at year-end 2024. We use financial hedging instruments to limit specific currency risks related to foreign currency-based transactions.
We translate revenue, cost and expense in our non-U.S. operations at current exchange rates in the reported period. In the second quarter of 2025 and first six months of 2025, the impact from currency translation and hedging to year-to-year pre-tax income, operating (non-GAAP) pre-tax income and segments profit margin growth was immaterial. Hedging and certain underlying foreign currency transaction gains and losses are allocated to our segment results. Considering the operational responses mentioned above, movements of exchange rates, and the nature and timing of hedging instruments, it is difficult to predict future currency impacts on any particular period.
For non-U.S. subsidiaries and branches that operate in U.S. dollars or whose economic environment is highly inflationary, translation adjustments are reflected in results of operations. Generally, we manage currency risk in these entities by linking prices and contracts to U.S. dollars.
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Liquidity and Capital Resources
In our 2024 Annual Report, on pages 34 to 37, there is a discussion of our liquidity including two tables that present three years of data. The table presented on page 34 includes net cash from operating activities, cash and cash equivalents, restricted cash and short-term marketable securities, and the size of our global credit facilities for each of the past three years. For the six months ended, or at, as applicable, June 30, 2025, those amounts are $6.1 billion of net cash from operating activities, $15.5 billion of cash and cash equivalents, restricted cash and short-term marketable securities and $10.0 billion in global credit facilities, respectively. While we have no current plans to draw on these credit facilities, they are available as back-up liquidity. On June 20, 2025, we amended our $2.5 billion Three-Year Credit Agreement and $7.5 billion Five-Year Credit Agreement (the Credit Agreements) to extend the maturity dates. Refer to note 12, “Borrowings,” for additional details on these credit facilities.
The major rating agencies' ratings on our debt securities at June 30, 2025 appear in the following table and remain unchanged from March 31, 2025.
IBM Ratings:Standard
and Poor's		Moody’s
Investors
Service		Fitch
Ratings
Senior long-term debtA-A3A-
Commercial paperA-2Prime-2F1
We have financial flexibility, supported by our strong liquidity position and cash flows, to operate at a single A credit rating. Debt levels have increased $9.2 billion ($7.2 billion adjusted for currency) from December 31, 2024 driven by debt issuances; partially offset by maturities. In the first quarter of 2025, we issued $8.4 billion of debt for general corporate purposes, including our future debt maturity obligations, as well as capital allocation priorities. Refer to note 12, “Borrowings,” for additional information.
We do not have “ratings trigger” provisions in our debt covenants or documentation, which would allow the holders to declare an event of default and seek to accelerate payments thereunder in the event of a change in credit rating. Our debt covenants are well within the required levels. Our contractual agreements governing derivative instruments contain standard market clauses which can trigger the termination of the agreement if our credit rating were to fall below investment grade. At June 30, 2025, the fair value of those instruments that were in a liability position was $820 million, before any applicable netting, and this position is subject to fluctuations in fair value period to period based on the level of our outstanding instruments and market conditions. We have no other contractual arrangements that, in the event of a change in credit rating, would result in a material adverse effect on our financial position or liquidity.
We prepare our Consolidated Statement of Cash Flows in accordance with applicable accounting standards for cash flow presentation on page 7 of this Form 10-Q and highlight causes and events underlying sources and uses of cash in that format on page 72. For the purpose of running its business, IBM manages, monitors and analyzes cash flows in a different manner.
Management uses free cash flow as a measure to evaluate its operating results, plan shareholder return levels, strategic investments and assess its ability and need to incur and service debt. The entire free cash flow amount is not necessarily available for discretionary expenditures. We define free cash flow as net cash from operating activities less the change in Financing receivables and net capital expenditures, including the investment in software and other asset sales. A key objective of the Financing business is to generate strong returns on equity, and our Financing receivables are the basis for that growth. Accordingly, management considers Financing receivables as a profit-generating investment, not as working capital that should be minimized for efficiency. Therefore, management includes presentations of both free cash flow and net cash from operating activities that exclude the effect of Financing receivables.
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The following is management’s view of cash flows for the first six months of 2025 and 2024 prepared in a manner consistent with the description above.
(Dollars in millions)
For the six months ended June 30:20252024
Net cash from operating activities per GAAP$6,071 $6,234 
Less: change in Financing receivables606 951 
Net cash from operating activities, excluding Financing receivables$5,465 $5,283 
Capital expenditures, net (657)(761)
Free cash flow $4,808 $4,522 
Change in Financing receivables (1)
606 951 
Acquisitions(7,845)(235)
Divestitures(1)703 
Dividends(3,112)(3,058)
Change in total debt (1)
5,791 481 
Other (1) (2)
(9)(631)
Effect of exchange rate changes on cash, cash equivalents and restricted cash (1)
487 (236)
Change in cash, cash equivalents, restricted cash and short-term marketable securities$726 $2,497 
(1)Prior-year amounts have been reclassified to conform to the change in 2025 presentation.
(2)Includes net change in short-term marketable securities.
In the first six months of 2025, we generated $4.8 billion in free cash flow, an increase of $0.3 billion versus the prior-year period. The increase was primarily driven by performance-related improvements within net income; partially offset by working capital. In the first six months of 2025, we invested $7.8 billion in acquisitions, including the acquisition of HashiCorp, and we continued to return value to shareholders with $3.1 billion in dividends.
Events that could temporarily change the historical cash flow dynamics discussed previously and in our 2024 Annual Report include significant changes in operating results, material changes in geographic sources of cash, unexpected adverse impacts from litigation, future pension funding requirements, periods of severe downturn in the capital markets or the timing of tax payments. Whether any litigation has such an adverse impact will depend on a number of variables, which are more completely described in note 14, “Contingencies,” in this Form 10-Q. With respect to pension funding, we expect to make legally mandated pension plan contributions to certain non-U.S. defined benefit plans of approximately $100 million in 2025. Contributions related to all retirement-related plans are expected to be approximately $1.3 billion in 2025. Refer to “Retirement-Related Plans” for additional information. Financial market performance could increase the legally mandated minimum contributions in certain non-U.S. countries that require more frequent remeasurement of the funded status. We are not quantifying any further impact from pension funding because it is not possible to predict future movements in the capital markets or changes in pension plan funding regulations. In 2025, we are not legally required to make any contributions to the U.S. defined benefit pension plans.
Our cash flows are sufficient to fund our current operations and obligations, including investing and financing activities such as dividends and debt service. When additional requirements arise, we have several liquidity options available. These options may include the ability to borrow additional funds at reasonable interest rates and utilizing our committed global credit facilities. Our overall shareholder payout remains at a comfortable level and we remain fully committed to our long-standing dividend policy.
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Financing
Financing is a reportable segment that facilitates IBM clients’ acquisition of hardware, software and services by providing financing solutions, while generating solid returns on equity.
Results of Operations
(Dollars in millions)
Yr.-to-Yr.
Percent
Change/ Margin Change
Yr.-to-Yr.
Percent
Change
Adjusted For
Currency
For the three months ended June 30:20252024
Revenue
$166 $169 (1.7)%   (3.3)%
Segment profit
$179 $77 134.2 %   
Segment profit margin
107.9 %45.3 %62.6 pts. 
(Dollars in millions)
Yr.-to-Yr.
Percent
Change/ Margin Change
Yr.-to-Yr.
Percent
Change
Adjusted For
Currency
For the six months ended June 30:20252024
Revenue$357 $362 (1.2)%   (0.3)%
Segment profit
$248 $168 47.1 %   
Segment profit margin
69.3 %46.5 %22.8 pts. 
For the three months ended June 30, 2025, financing revenue decreased 1.7 percent as reported (3.3 percent adjusted for currency) compared to the prior-year period. For the six months ended June 30, 2025, financing revenue decreased 1.2 percent as reported (0.3 percent adjusted for currency) compared to the prior-year period.
Segment profit increased 134.2 percent to $179 million and segment profit margin increased 62.6 points to 107.9 percent, respectively, in the second quarter of 2025 compared to the prior-year period. For the six months ended June 30, 2025, segment profit increased 47.1 percent to $248 million and segment profit margin increased 22.8 points to 69.3 percent, respectively, compared to the prior-year period. The increase in segment profit for both periods was primarily driven by higher intercompany financing net other income for sales of returned equipment to Infrastructure which reflects IBM Z product cycle dynamics.
Balance Sheet and Return on Equity Highlights
(Dollars in millions)At June 30, 2025At December 31, 2024
Client financing receivables (1)
$11,221 $10,294 
Commercial financing receivables (1) (2)
$1,282 $2,216 
Financing Segment Debt (3)
$11,731 $12,116 
Equity
$1,303 $1,346 
(1)Refer to note 9, “Financing Receivables,” for additional information.
(2)Includes both held for investment and held for sale receivables. The 2024 receivables amounts have been combined to conform to the 2025 presentation.
(3)Financing segment debt is primarily comprised of intercompany loans.
Return on equity was 49.2 percent compared to 21.4 percent for the three months ended June 30, 2025 and 2024, respectively. Return on equity was 32.8 percent compared to 22.5 percent for the six months ended June 30, 2025 and 2024, respectively. The increase in both periods was primarily driven by higher net income which reflects the increase in segment profit as described above. For the three and six months ended June 30, 2025, return on equity is calculated as annualized after-tax segment profit divided by the average of the ending equity for Financing for the last two quarters and three quarters, respectively. Annualized after-tax segment profit is a function of IBM's provision for income taxes determined on a consolidated basis.
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The following table presents Client financing and Commercial financing receivables excluding receivables classified as held for sale.
(Dollars in millions)At June 30, 2025At December 31, 2024
Amortized cost
$11,898 $11,738 
Specific allowance for credit losses93 99 
Unallocated allowance for credit losses48 29 
Total allowance for credit losses141 128 
Net financing receivables$11,757 $11,611 
Allowance for credit losses coverage1.2 %1.1 %
The percentage of Financing segment receivables reserved increased from 1.1 percent at December 31, 2024, to 1.2 percent at June 30, 2025, primarily driven by an increase in unallocated allowance for credit losses which reflects current economic conditions.
We continue to apply our rigorous credit policies. Approximately 78 percent of the total external portfolio was with investment grade clients, an increase of 4 points as compared to December 31, 2024. This investment grade percentage is based on the credit ratings of the companies in the portfolio and reflects certain mitigating actions taken to reduce the risk to IBM. For additional information relating to the company's credit quality and mitigation actions, including sales of receivables, refer to note 9, “Financing Receivables.”

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Management Discussion – (continued)
GAAP Reconciliation
The tables below provide a reconciliation of our income statement results as reported under GAAP to our operating earnings presentation which is a non-GAAP measure. Management’s calculation of operating (non-GAAP) earnings, as presented, may differ from similarly titled measures reported by other companies. Refer to the “Operating (non-GAAP) Earnings” section for management’s rationale for presenting operating earnings information.
(Dollars in millions except per share amounts)GAAPAcquisition-
Related
Adjustments		Retirement-
Related
Adjustments		U.S. Tax Reform
Impacts 		Operating
(non-GAAP)
For the three months ended June 30, 2025:
Gross profit$9,977 $225 $— $— $10,202 
Gross profit margin58.8 %1.3 pts. — pts. — pts. 60.1 %
SG&A$5,027 $(348)$— $— $4,679 
Other (income) and expense $(39)$(1)$(25)$— $(65)
Total expense and other (income)
$7,380 $(350)$(25)$— $7,005 
Pre-tax income from continuing operations$2,597 $575 $25 $— $3,197 
Pre-tax margin from continuing operations15.3 %3.4 pts. 0.1 pts. — pts. 18.8 %
Provision for/(benefit from) income taxes (1)
$404 $132 $9 $— $545 
Effective tax rate15.5 %1.3 pts. 0.2 pts. — pts. 17.0 %
Income from continuing operations$2,193 $443 $17 $— $2,652 
Income margin from continuing operations 12.9 %2.6 pts. 0.1 pts. — pts. 15.6 %
Diluted earnings per share from continuing operations$2.31 $0.47 $0.02 $— $2.80 
(Dollars in millions except per share amounts)GAAPAcquisition-
Related
Adjustments		Retirement-
Related
Adjustments
U.S. Tax Reform
Impacts
Operating
(non-GAAP)
For the three months ended June 30, 2024:
Gross profit$8,950 $170 $— $— $9,120 
Gross profit margin56.8 %1.1 pts. — pts. — pts. 57.8 %
SG&A$4,938 $(286)$— $— $4,651 
Other (income) and expense (2)
$(233)$(18)$(98)$— $(349)
Total expense and other (income)$6,730 $(304)$(98)$— $6,328 
Pre-tax income from continuing operations$2,219 $474 $98 $— $2,792 
Pre-tax margin from continuing operations14.1 %3.0 pts. 0.6 pts. — pts. 17.7 %
Provision for/(benefit from) income taxes (1)
$389 $113 $26 $(12)$516 
Effective tax rate17.5 %1.1 pts. 0.3 pts. (0.4)pts. 18.5 %
Income from continuing operations$1,830 $362 $72 $12 $2,275 
Income margin from continuing operations11.6 %2.3 pts. 0.5 pts. 0.1 pts. 14.4 %
Diluted earnings per share from continuing operations$1.96 $0.39 $0.08 $0.01 $2.43 
(1)The tax impact on operating (non-GAAP) pre-tax income from continuing operations is calculated under the same accounting principles applied to the GAAP pre-tax income.
(2)Acquisition-Related Adjustments in 2024 includes a loss of $18 million on foreign exchange derivative contracts entered into by the company prior to the acquisition of StreamSets and webMethods from Software AG. Refer to note 16, “Derivative Financial Instruments,” for additional information.

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Management Discussion – (continued)
(Dollars in millions except per share amounts)GAAPAcquisition-
Related
Adjustments
Retirement-
Related
Adjustments
U.S. Tax Reform
Impacts
Operating
(non-GAAP)
For the six months ended June 30, 2025:
Gross profit$18,008 $426 $— $— $18,434 
Gross profit margin57.1 %1.4 pts. — pts. — pts. 58.5 %
SG&A$9,913 $(701)$— $— $9,212 
R&D
$4,047 $(4)$— $— $4,043 
Other (income) and expense
$(204)$(1)$(48)$— $(253)
Total expense and other (income)
$14,253 $(706)$(48)$— $13,499 
Pre-tax income from continuing operations$3,755 $1,132 $48 $— $4,935 
Pre-tax margin from continuing operations11.9 %3.6 pts. 0.2 pts. — pts. 15.7 %
Provision for/(benefit from) income taxes (1)
$507 $260 $(3)$2 $766 
Effective tax rate13.5 %2.2 pts. (0.2)pts. 0.0 pts. 15.5 %
Income from continuing operations$3,248 $872 $51 $(2)$4,169 
Income margin from continuing operations10.3 %2.8 pts. 0.2 pts. 0.0 pts. 13.2 %
Diluted earnings per share from continuing operations $3.43 $0.92 $0.05 $0.00 $4.40 
(Dollars in millions except per share amounts)GAAPAcquisition-
Related
Adjustments		Retirement-
Related
Adjustments
U.S. Tax Reform
Impacts (2)
Operating
(non-GAAP)
For the six months ended June 30, 2024:   
Gross profit$16,692 $341 $— $— $17,033 
Gross profit margin55.2 %1.1 pts.— pts. — pts. 56.3 %
SG&A$9,912 $(554)$— $— $9,358 
Other (income) and expense (3)
$(550)$(68)$(194)$— $(812)
Total expense and other (income)$13,399 $(622)$(194)$— $12,584 
Pre-tax income from continuing operations$3,293 $963 $194 $— $4,449 
Pre-tax margin from continuing operations10.9 %3.2 pts. 0.6 pts. — pts. 14.7 %
Provision for/(benefit from) income taxes (1)
$(112)$255 $31 $436 $610 
Effective tax rate(3.4)%6.5 pts. 0.9 pts. 9.8 pts. 13.7 %
Income from continuing operations
$3,405 $707 $163 $(436)$3,839 
Income margin from continuing operations
11.3 %2.3 pts. 0.5 pts. (1.4)pts. 12.7 %
Diluted earnings per share from continuing operations$3.65 $0.76 $0.17 $(0.47)$4.11 
(1)The tax impact on operating (non-GAAP) pre-tax income from continuing operations is calculated under the same accounting principles applied to the GAAP pre-tax income.
(2)2024 includes a benefit from income taxes due to the resolution of certain tax audit matters in the first quarter.
(3)Acquisition-Related Adjustments in 2024 includes a realized loss of $68 million on foreign exchange derivative contracts entered into by the company prior to the acquisition of StreamSets and webMethods from Software AG. Refer to note 16, “Derivative Financial Instruments,” for additional information.

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Management Discussion – (continued)
Forward-Looking and Cautionary Statements
Except for the historical information and discussions contained herein, statements contained in this Form 10-Q may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on the company’s current assumptions regarding future business and financial performance. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, including, but not limited to, the following: a downturn in economic environment and client spending budgets; a failure of the company’s innovation initiatives; damage to the company’s reputation; risks from investing in growth opportunities; failure of the company’s intellectual property portfolio to prevent competitive offerings and the failure of the company to obtain necessary licenses; the company’s ability to successfully manage acquisitions, alliances and divestitures, including integration challenges, failure to achieve objectives, the assumption or retention of liabilities and higher debt levels; fluctuations in financial results; impact of local legal, economic, political, health and other conditions; the company’s failure to meet growth and productivity objectives; ineffective internal controls; the company’s use of accounting estimates; impairment of the company’s goodwill or amortizable intangible assets; the company’s ability to attract and retain key employees and its reliance on critical skills; impacts of relationships with critical suppliers; product and service quality issues; the development and use of AI and generative AI, including the company's increased offerings and use of AI-based technologies; impacts of business with government clients; reliance on third party distribution channels and ecosystems; cybersecurity, privacy and AI considerations; adverse effects related to climate change and other environmental matters; tax matters; legal proceedings and investigatory risks; the company’s pension plans; currency fluctuations and customer financing risks; impact of changes in market liquidity conditions and customer credit risk on receivables; risk factors related to IBM securities; and other risks, uncertainties and factors discussed in the company’s Form 10-Qs, Form 10-K and in the company’s other filings with the U.S. Securities and Exchange Commission or in materials incorporated therein by reference. Any forward-looking statement in this Form 10-Q speaks only as of the date on which it is made. Except as required by law, the company assumes no obligation to update or revise any forward-looking statements.
Item 4. Controls and Procedures
The company’s management evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer, the effectiveness of the company’s disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the company’s disclosure controls and procedures were effective as of the end of the period covered by this report. There has been no change in the company’s internal control over financial reporting that occurred during the quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.
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Part II — Other Information
Item 1. Legal Proceedings
Refer to note 14, “Contingencies,” in this Form 10-Q.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Repurchases of Equity Securities
The following table provides information relating to the company’s repurchase of common stock for the second quarter of 2025.
PeriodTotal Number
of Shares
Purchased		Average
Price Paid
per Share
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Program
Approximate
Dollar Value
of Shares that
May Yet Be
Purchased Under
The Program (1)
April 1, 2025 - April 30, 2025—$— —$2,007,611,768 
May 1, 2025 - May 31, 2025—$— —$2,007,611,768 
June 1, 2025 - June 30, 2025—$— —$2,007,611,768 
Total—$— — 
(1)On October 30, 2018, the Board of Directors authorized $4.0 billion in funds for use in the company’s common stock repurchase program. The company stated that it would repurchase shares on the open market or in private transactions depending on market conditions. The common stock repurchase program does not have an expiration date. This table does not include shares tendered to satisfy the exercise price in connection with cashless exercises of employee stock options or shares tendered to satisfy tax withholding obligations in connection with employee equity awards. The company suspended its share repurchase program at the time of the Red Hat closing in 2019.
Item 5. Other Information
Insider Trading Arrangements
None.
Amendments to By-Laws
On April 28, 2025, the IBM Board of Directors adopted amendments to IBM’s By-Laws, effective July 24, 2025. The amendments include, among other things, revisions to Article II, Section 7 of the By-Laws to:
(i) address matters relating to the universal proxy rules adopted by the Securities and Exchange Commission, including to require stockholders making nominations at an annual or special meeting of stockholders to comply with the solicitation requirements of Rule 14a-19 of the Securities Exchange Act of 1934;
(ii) update and clarify certain procedural and informational requirements for stockholders making nominations or proposing other business before an annual or special meeting of stockholders, to require, among other things, disclosures with respect to ownership of derivative securities and arrangements, agreements or understandings relating to the nomination or other business being proposed between or among such stockholder, beneficial owners on whose behalf the nomination is made or business is proposed, and their respective affiliates;
(iii) require stockholder nominees to make certain representations and warranties with respect to voting commitments and other agreements, arrangements or understandings in connection with their action or service as a nominee or director; and
(iv) require a stockholder soliciting proxies from other stockholders to use a proxy card color other than white.
Other non-substantive, technical and conforming changes were also made.
The foregoing summary does not purport to be complete and is qualified in its entirety by the text of the By-Laws, a copy of which is filed as Exhibit 3.2 to this report and incorporated by reference herein.
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Item 6. Exhibits
Exhibit Number
3.2
22
31.1
31.2
32.1
32.2
101.INSXBRL Instance Document – the instance document does not appear on the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
International Business Machines Corporation
(Registrant)
Date: July 24, 2025
By:/s/ Nicolás A. Fehring
Nicolás A. Fehring
Vice President and Controller
83
Exhibit 3.2 BY-LAWS of INTERNATIONAL BUSINESS MACHINES CORPORATION Adopted April 29,1958 As Amended Through July 24, 2025

 
i TABLE OF CONTENTS Page ARTICLE I DEFINITIONS ................................................................................................ 2 ARTICLE II MEETINGS OF STOCKHOLDERS ............................................................. 2 SECTION 1. Place of Meetings ................................................................................. 2 SECTION 2. Annual Meetings .................................................................................. 2 SECTION 3. Special Meetings .................................................................................. 3 SECTION 4. Notice of Meetings ............................................................................... 3 SECTION 5. Quorum ................................................................................................ 3 SECTION 6. Organization ......................................................................................... 4 SECTION 7. Items of Business ................................................................................. 4 SECTION 8. Voting ................................................................................................... 8 SECTION 9. List of Stockholders ............................................................................. 8 SECTION 10. Inspectors of Election ........................................................................... 9 SECTION 11. Proxy Access ........................................................................................ 9 ARTICLE III BOARD OF DIRECTORS ......................................................................... 16 SECTION 1. General Powers .................................................................................. 16 SECTION 2. Number; Qualifications; Election; Term of Office ............................ 16 SECTION 3. Place of Meetings ............................................................................... 16 SECTION 4. First Meeting ...................................................................................... 16 SECTION 5. Regular Meetings ............................................................................... 16 SECTION 6. Special Meetings ................................................................................ 17 SECTION 7. Notice of Meetings ............................................................................. 17 SECTION 8. Quorum and Manner of Acting .......................................................... 17 SECTION 9. Organization ....................................................................................... 17 SECTION 10. Resignations ....................................................................................... 18 SECTION 11. Removal of Directors ......................................................................... 18 SECTION 12. Vacancies ........................................................................................... 18 SECTION 13. Retirement of Directors ...................................................................... 18 ARTICLE IV EXECUTIVE AND OTHER COMMITTEES ........................................... 18 SECTION 1. Executive Committee ......................................................................... 18 SECTION 2. Powers of the Executive Committee .................................................. 18 SECTION 3. Meetings of the Executive Committee ............................................... 19

 
ii SECTION 4. Quorum and Manner of Acting of the Executive Committee ............ 19 SECTION 5. Other Committees .............................................................................. 19 SECTION 6. Changes in Committees; Resignations; Removals; Vacancies .......... 20 ARTICLE V OFFICERS ................................................................................................... 20 SECTION 1. Number and Qualifications ................................................................ 20 SECTION 2. Resignations ....................................................................................... 21 SECTION 3. Removal ............................................................................................. 21 SECTION 4. Vacancies ........................................................................................... 21 SECTION 5. Chairman of the Board ....................................................................... 21 SECTION 6. Vice Chairman ................................................................................... 21 SECTION 7. President ............................................................................................. 21 SECTION 8. Designated Officers ............................................................................ 22 SECTION 9. Executive Vice Presidents, Senior Vice Presidents and Vice Presidents ........................................................................................... 22 SECTION 10. Treasurer ............................................................................................ 22 SECTION 11. Secretary ............................................................................................. 23 SECTION 12. Controller ........................................................................................... 23 SECTION 13. Compensation ..................................................................................... 24 ARTICLE VI CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC. ........... 24 SECTION 1. Execution of Contracts ....................................................................... 24 SECTION 2. Loans .................................................................................................. 24 SECTION 3. Checks, Drafts, etc ............................................................................. 24 SECTION 4. Deposits .............................................................................................. 25 SECTION 5. General and Special Bank Accounts .................................................. 25 SECTION 6. Indemnification .................................................................................. 25 ARTICLE VII SHARES .................................................................................................... 26 SECTION 1. Stock Certificates ............................................................................... 26 SECTION 2. Books of Account and Record of Stockholders ................................. 26 SECTION 3. Transfers of Stock .............................................................................. 26 SECTION 4. Regulations ......................................................................................... 26 SECTION 5. Fixing of Record Date ........................................................................ 27 SECTION 6. Lost, Destroyed or Mutilated Certificates .......................................... 27 SECTION 7. Inspection of Records ......................................................................... 27 SECTION 8. Auditors .............................................................................................. 27 ARTICLE VIII OFFICES .................................................................................................. 28

 
iii SECTION 1. Principal Office .................................................................................. 28 SECTION 2. Other Offices ...................................................................................... 28 ARTICLE IX WAIVER OF NOTICE .............................................................................. 28 ARTICLE X FISCAL YEAR ............................................................................................ 28 ARTICLE XI SEAL .......................................................................................................... 29 ARTICLE XII AMENDMENTS ....................................................................................... 29

 
2 BY-LAWS OF INTERNATIONAL BUSINESS MACHINES CORPORATION ARTICLE I DEFINITIONS In these By-laws, and for all purposes hereof, unless there be something in the subject or context inconsistent therewith: (a) “Board” shall mean the Board of Directors of the Corporation. (b) “Certificate of Incorporation” shall mean the restated Certificate of Incorporation as filed on May 27, 1992, together with any and all amendments and subsequent restatements thereto. (c) “Chairman of the Board”, “Vice Chairman”, “Chairman of the Executive Committee”, “Chief Executive Officer”, “Chief Financial Officer”, “Chief Accounting Officer”, “President”, “Executive Vice President”, “Senior Vice President”, “Vice President”, “Treasurer”, “Secretary”, or “Controller”, as the case may be, shall mean the person at any given time occupying the particular office with the Corporation. (d) “Corporation” shall mean International Business Machines Corporation. (e) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. (f) “Lead Director” shall mean, at any given time, the lead, independent member of the Board occupying such position. (g) “stockholders” shall mean the stockholders of the Corporation. ARTICLE II MEETINGS OF STOCKHOLDERS SECTION 1. Place of Meetings. Meetings of the stockholders of the Corporation shall be held at such place either within or outside the State of New York as may from time to time be fixed by the Board or specified or fixed in the notice of any such meeting. SECTION 2. Annual Meetings. The annual meeting of the stockholders of the Corporation for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on the last Tuesday of April of each year, if not a legal holiday, or, if such day shall be a legal holiday, then on the next succeeding day not a legal holiday, or any other day as determined by the Board. If the

 
3 directors to be elected at such annual meeting shall not have been elected thereat or at any adjournment thereof, the Board shall forthwith call a special meeting of the stockholders for the election of directors to be held as soon thereafter as convenient and give notice thereof as provided in these By-laws in respect of the notice of an annual meeting of the stockholders. At such special meeting, the stockholders may elect the directors and transact other business with the same force and effect as at an annual meeting of the stockholders duly called and held. SECTION 3. Special Meetings. Special meetings of the stockholders, unless otherwise provided by law, may be called at any time by the Chairman of the Board or by the Board, and shall be called by the Board upon written request delivered to the Secretary of the Corporation by the holder(s) with the power to vote and dispose of at least 25% of the outstanding shares of the Corporation. Such request shall be signed by each such holder, stating the number of shares owned by each holder, and shall indicate the purpose of the requested meeting and provide the other information required for the submission of business at an annual meeting pursuant to Section 7 of this Article II. In addition, any stockholder(s) requesting a special meeting shall promptly provide any other information reasonably requested by the Corporation. Business conducted at a special meeting shall be limited to that specified in the notice of meeting. SECTION 4. Notice of Meetings. Notice of each meeting of the stockholders, annual or special, shall be given in the name of the Chairman of the Board, a Vice Chairman or the President or a Vice President or the Secretary. Such notice shall state the purpose or purposes for which the meeting is called and the place, date and hour of the meeting, the means of electronic communications, if any, by which stockholders and proxyholders may participate in the proceedings of the meeting and vote at or grant proxies for such meeting and, unless it is the annual meeting, indicating that it is being issued by or at the direction of the person or persons calling the meeting. A copy thereof shall be duly delivered or transmitted to all stockholders of record entitled to vote at such meeting, and all stockholders of record who, by reason of any action proposed to be taken at such meeting, would be entitled to have their stock appraised if such action were taken, not less than ten or more than sixty days before the day on which the meeting is called to be held. If mailed, such copy shall be directed to each stockholder at the address listed on the record of stockholders of the Corporation, or if the stockholder shall have filed with the Secretary a written request that notices be mailed to some other address, it shall be mailed to the address designated in such request. Nevertheless, notice of any meeting of the stockholders shall not be required to be given to any stockholder who shall waive notice thereof as hereinafter provided in Article IX of these By-laws. Except when expressly required by law, notice of any adjourned meeting of the stockholders need not be given nor shall publication of notice of any annual or special meeting thereof be required. SECTION 5. Quorum. Except as otherwise provided by law, at all meetings of the stockholders, the presence of holders of record of a majority of the outstanding shares of stock of the Corporation having voting power, in person or represented by proxy and entitled to vote thereat, shall be necessary to constitute a quorum for the transaction of business. In the absence of a quorum at any such meeting or any adjournment or

 
4 adjournments thereof, a majority in voting interest of those present in person or represented by proxy and entitled to vote thereat, or, in the absence of all the stockholders, any officer entitled to preside at, or to act as secretary of, such meeting, may adjourn such meeting from time to time without further notice, other than by announcement at the meeting at which such adjournment shall be taken, until a quorum shall be present thereat. At any adjourned meeting at which a quorum shall be present any business may be transacted which might have been transacted at the meeting as originally called. SECTION 6. Organization. At each meeting of the stockholders, the Chairman of the Board, or in the absence of the Chairman of the Board, the President, or in the absence of the Chairman of the Board and the President, a Vice Chairman, or if the Chairman of the Board, the President, and all Vice Chairmen shall be absent therefrom, an Executive Vice President, or if the Chairman of the Board, the President, all Vice Chairmen and all Executive Vice Presidents shall be absent therefrom, a Senior Vice President shall act as chairman. The Secretary, or, if the Secretary shall be absent from such meeting or unable to act, the person whom the Chairman of such meeting shall appoint secretary of such meeting shall act as secretary of such meeting and keep the minutes thereof. SECTION 7. Items of Business. The items of business at all meetings of the stockholders shall be, insofar as applicable, as follows: - Call to order. - Proof of notice of meeting or of waiver thereof. - Appointment of inspectors of election, if necessary. - A quorum being present. - Reports. - Election of directors -- Other business specified in the notice of the meeting. - Adjournment. Any items of business not referred to in the foregoing may be taken up at the meeting as the chairman of the meeting shall determine. The chairman of the meeting shall also determine all matters relating to the conduct of the meeting, including, but not limited to, the items of business, as well as the maintenance of order and decorum. No business shall be transacted at any annual meeting of stockholders, except business as may be: (i) specified in the notice of meeting (including, but not limited to, stockholder proposals included in the Corporation’s proxy materials under Rule 14a-8 of Regulation 14A under the Exchange Act), (ii) otherwise brought before the meeting by or at the direction of the Board, (iii) a proper subject for the meeting which is timely

 
5 submitted by a stockholder of the Corporation entitled to vote at such meeting who complies fully with the notice requirements set forth below or (iv) a director nomination submitted by a stockholder in accordance with Section 11 of this Article II. For (i) business to be properly submitted by a stockholder before any annual meeting under subparagraph (iii) above, or (ii) any stockholder to properly nominate any person for election as a director of the Corporation (other than director nominations submitted in accordance with Section 11 of this Article II), a stockholder must give timely notice in writing of such business or nomination to the Secretary of the Corporation in accordance with this Section 7. To be considered timely, a stockholder’s notice must be received by the Secretary at the principal executive offices of the Corporation not less than 120 calendar days nor more than 150 calendar days before the anniversary date of the Corporation’s proxy statement released to stockholders in connection with the prior year’s annual meeting. However, if no annual meeting was held in the previous year, or if the date of the applicable annual meeting has been changed by more than 30 days from the anniversary date of the prior year’s annual meeting, a stockholder’s notice must be received by the Secretary not later than the 10th calendar day following the date on which the Corporation publicly announces the date of the applicable annual meeting. A stockholder’s notice to the Secretary to submit business or nominate directors (other than director nominations submitted in accordance with Section 11 of this Article II) at an annual meeting of stockholders shall set forth: (a) As to each person whom the stockholder proposes to nominate for election to the Board, (i) all information relating to such person that would be required to be disclosed in the proxy materials for the election of directors in a contested election, or would otherwise be required to be disclosed pursuant to and in accordance with Regulation 14A under the Exchange Act, (ii) a written representation and agreement, which shall be signed by such person and pursuant to which such person shall represent and agree that such person consents to serving as a director of the Corporation, if elected, and to being named in a proxy statement and form of proxy as a nominee, and intends to serve as a director of the Corporation for the full term for which such person is standing for election, (iii) the written representations and agreements required by Section 7(d) below, and (iv) all completed and signed questionnaires required of the Corporation’s directors (which will be provided to such person promptly following a written request therefor); provided, however, that, in addition to the information required in the stockholder’s notice pursuant to this Section 7(a), the stockholder shall, at the request of the Corporation, promptly, but in any event within five business days after such request, provide to the Corporation such other information relating to each person whom the stockholder proposes to nominate for election to the Board as the Board may reasonably request, including, but not limited to, such additional information as necessary to permit the Board to determine if such person is independent under the listing standards of the principal U.S. exchange upon which the shares of the Corporation are listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed

 
6 standards used by the Board in determining and disclosing the independence of the Corporation’s directors. (b) As to any other business that the stockholder proposes to bring before the meeting, (i) a brief description of the business desired to be brought before the meeting, (ii) the text of any proposal (including the text of any resolutions proposed for consideration, and in the event the stockholder seeks to bring before the meeting a proposal to amend these By-laws, the language of the proposed amendment), (iii) the reasons for conducting such business at the meeting, and (iv) any substantial interest (within the meaning of Item 5 of Schedule 14A of the Exchange Act) of the stockholder and the beneficial owner(s), if any, with respect to the business that the stockholder proposes to bring before the meeting. (c) As to the stockholder giving the notice and the beneficial owner(s), if any, on whose behalf the nomination is made or the other business is proposed, (i) the name and address of the stockholder, as they appear on the Corporation’s books and records, and of such beneficial owner(s), (ii) the class or series and number of shares of stock of the Corporation which are owned directly or indirectly, beneficially and of record by such stockholder and such beneficial owner(s), (iii) a representation that the stockholder is a holder of record of shares of the Corporation at the time of giving of the notice, will be entitled to vote at such meeting and intends to appear at the meeting in person or by proxy to submit the business specified in such notice, (iv) a description of any agreement, arrangement or understanding with respect to the nomination or other business between or among such stockholder, beneficial owner(s) or their respective affiliates and any other person, including without limitation, any information that would be required to be disclosed pursuant to Item 5 or Item 6 of Schedule 13D of the Exchange Act (regardless of whether the requirement to file a Schedule 13D is applicable) and the stockholder’s agreement to notify the Corporation in writing within five business days after any such agreement, arrangement or understanding is entered into, (v) a description of any agreement, arrangement or understanding (including without limitation any derivative or short positions, profit interests, options, hedging transactions, borrowed or loaned shares, and any ownership position in debt securities) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder, beneficial owner(s) or their respective affiliates, the effect or intent of which is to mitigate loss, manage risk or benefit from changes in the share price of the common stock or any series of preferred stock of the Corporation, or maintain, increase or decrease the voting power of the stockholder, beneficial owner(s) or their respective affiliates with respect to any common stock or any series of preferred stock of the Corporation, and the stockholder’s agreement to notify the Corporation in writing within five business days after any such agreement, arrangement or understanding is entered into, (vi) a representation stating whether the stockholder or the beneficial owner(s), if any, or any of their respective affiliates will engage in a solicitation within the meaning of Exchange Act Rule 14a-1(l) with respect to the nomination or other business and, if so, the name of each participant (as defined in Item 4 of Schedule 14A of the Exchange Act) in such solicitation and whether such person intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to, (x) with respect to any business other than the election of directors of the Corporation, holders of at least the percentage of the common stock or

 
7 any series of preferred stock of the Corporation required to approve or adopt such business to be proposed by the stockholder, and (y) with respect to the election of directors of the Corporation, holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors of the Corporation, and (vii) all completed and signed questionnaires required of such stockholder, beneficial owner(s) and their respective affiliates, in each case, in the form required by the Corporation (which will be provided to such person promptly following a written request therefor); provided, however, that, in addition to the information required in the stockholder’s notice pursuant to this Section 7(c), the stockholder, beneficial owner(s) and their respective affiliates, if any, shall, at the request of the Corporation, promptly, but in any event within five business days after such request, provide to the Corporation such other information as it may reasonably request. (d) The stockholder giving the notice must also deliver to the Secretary a written representation and agreement signed by each of its nominees and representing and agreeing that such nominee: (i) is not and will not become a party to any agreement, arrangement, or understanding with, and has not given any commitment or assurance to, any person or entity as to how such nominee, if elected as a director of the Corporation, will act or vote on any issue or question, that has not been disclosed to the Corporation, (ii) is not and will not become a party to any agreement, arrangement, or understanding with any person with respect to any direct or indirect compensation, reimbursement, or indemnification in connection with service or action as a nominee that has not been disclosed to the Corporation, and is not and will not become a party to any agreement, arrangement, or understanding with any person other than the Corporation with respect to any direct or indirect compensation, reimbursement, or indemnification in connection with service or action as a director of the Corporation that is not disclosed to the Corporation, and (iii) if elected as a director of the Corporation, will comply with all of the Corporation’s policies and guidelines applicable to directors (copies of which shall be provided to director nominees promptly following a written request therefor). (e) Except as otherwise required by law, each of the Board or the chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 7 and all applicable laws (including, but not limited to, all applicable federal and state laws and the rules and regulations thereunder). If any proposed nomination or other business is not in compliance with these By-laws or any applicable law, then, except as otherwise required by law, the Board or the chairman of the meeting shall have the power to declare that such nomination shall be disregarded or that such other business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. (f) Any person, other than the Board or persons acting on its behalf, directly or indirectly soliciting proxies from stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use for solicitation by the Board.

 
8 (g) The stockholder submitting such notice shall, no later than five business days following the record date for the applicable meeting, deliver to the Secretary at the principal executive offices of the Corporation, a written notice disclosing any changes to the information so submitted, as of such record date. (h) Notwithstanding the foregoing provisions of this Section 7, a stockholder who seeks to have any proposal included in the Corporation’s proxy materials shall comply with the requirements of Rule 14a-8 under Regulation 14A of the Exchange Act. (i) For purposes of these By-laws, the term “affiliate” shall have the meaning set forth in Rule 12b-2 under the Exchange Act. SECTION 8. Voting. Except as otherwise provided by law or the Certificate of Incorporation, each holder of record of shares of stock of the Corporation having voting power shall be entitled at each meeting of the stockholders to one vote for every share of such stock standing in the stockholder’s name on the record of stockholders of the Corporation: (a) on the date fixed pursuant to the provisions of Section 5 of Article VII of these By-laws as the record date for the determination of the stockholders who shall be entitled to vote at such meeting, or (b) if such record date shall not have been so fixed, then at the close of business on the day next preceding the day on which notice of such meeting shall have been given, or (c) if such record date shall not have been so fixed and if no notice of such meeting shall have been given, then at the time of the call to order of such meeting. Any vote on stock of the Corporation at any meeting of the stockholders may be given by the stockholder of record entitled thereto in person or by proxy appointed by such stockholder or by the stockholder’s attorney thereunto duly authorized and delivered or transmitted to the secretary of such meeting at or prior to the time designated in the order of business for turning in proxies. At all meetings of the stockholders at which a quorum shall be present, all matters (except where otherwise provided by law, the Certificate of Incorporation or these By-laws) shall be decided by the vote of a majority in voting interest of the stockholders present in person or represented by proxy and entitled to vote thereat. Unless required by law, or determined by the chairman of the meeting to be advisable, the vote on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by the stockholder’s proxy as such, if there be such proxy. SECTION 9. List of Stockholders. A list, certified by the Secretary, of the stockholders of the Corporation as of the record date shall be produced at any meeting of the stockholders upon the request of any stockholder of the Corporation pursuant to the provisions of applicable law, the Certificate of Incorporation or these By-laws.

 
9 SECTION 10. Inspectors of Election. Prior to the holding of each annual or special meeting of the stockholders, two inspectors of election to serve thereat shall be appointed by the Board, or, if the Board shall not have made such appointment, by the Chairman of the Board. If there shall be a failure to appoint inspectors, or if, at any such meeting, any inspector so appointed shall be absent or shall fail to act or the office shall become vacant, the chairman of the meeting may, and at the request of a stockholder present in person and entitled to vote at such meeting shall, appoint such inspector or inspectors of election, as the case may be, to act thereat. The inspectors of election so appointed to act at any meeting of the stockholders, before entering upon the discharge of their duties, shall be sworn faithfully to execute the duties of inspectors at such meeting, with strict impartiality and according to the best of their ability, and the oath so taken shall be subscribed by them. Such inspectors of election shall take charge of the polls, and, after the voting on any question, shall make a certificate of the results of the vote taken. No director or candidate for the office of director shall act as an inspector of an election of directors. Inspectors need not be stockholders. SECTION 11. Proxy Access. (a) The Corporation shall include in its proxy statement for an annual meeting of the stockholders, the name, together with the required information specified below, of any person nominated for election to the Board by a stockholder that satisfies, or by a group of no more than 20 stockholders that satisfy, the requirements of this Section 11, and who expressly elects at the time of providing the notice required by this Section 11 to have its nominee included in the Corporation’s proxy materials pursuant to this Section 11. The number of stockholders to be counted towards the 20-stockholder limit in the foregoing sentence shall be the aggregate number of record stockholders and beneficial owners whose ownership is counted for the purposes of satisfying the ownership requirements set forth in paragraph (e) of this Section 11. Two or more funds that are (i) under common management and investment control or (ii) under common management and funded primarily by the same employer or (iii) a “group of investment companies,” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended, shall be treated as one stockholder for purposes of determining the aggregate number of stockholders in this paragraph and shall be treated as one person for the purpose of determining “ownership” as defined in paragraph (d) of this Section 11; provided that the funds provide documentation reasonably satisfactory to the Corporation to demonstrate that such funds satisfy the requirements of clause (i), (ii) or (iii) above. No stockholder may be a member of more than one group using the proxy access procedures set forth in this Section 11, and no shares of stock may be attributed to more than one stockholder or group of stockholders. If any person purports to be a member of more than one group of stockholders, such person shall only be deemed to be a member of the group that has the largest ownership position (as reflected in the notice provided pursuant to this Section 11). For purposes of this Section 11, the information that the Corporation will be required to include in its proxy statement is: (i) the information concerning the nominee and the stockholder or group of stockholders who nominated such nominee that is required to be disclosed in the Corporation’s proxy statement by the regulations

 
10 promulgated under the Exchange Act; and (ii) if such stockholder or group of stockholders so elects, a statement pursuant to paragraph (j) of this Section 11. To be timely, this required information must be included in the notice required to be submitted to the Secretary of the Corporation pursuant to paragraph (b) of this Section 11. Nothing in this Section 11 shall limit the Corporation’s ability to solicit against or for, and include in its proxy materials its own statements relating to, any nominee or any nominating stockholder or group of stockholders. (b) For nominations pursuant to this Section 11 to be properly submitted, the submitting stockholder or group of stockholders must give timely notice in writing of such nominations to the Secretary of the Corporation. To be considered timely, such notice and any other information required by this Section 11 must be received by the Secretary at the principal executive offices of the Corporation not less than 120 calendar days nor more than 150 calendar days before the anniversary date of the Corporation’s proxy statement released to stockholders in connection with the prior year’s annual meeting. However, if no annual meeting was held in the previous year, or if the date of the applicable annual meeting has been changed by more than 30 days from the anniversary date of the prior year’s annual meeting, a stockholder’s notice must be received by the Secretary not later than the 10th calendar day following the date on which the Corporation publicly announces the date of the applicable annual meeting. (c) The number of stockholder nominees nominated pursuant to this Section 11 (including any nominees that were submitted by a stockholder or group of stockholders for inclusion in the Corporation’s proxy materials pursuant to this Section 11, but either are subsequently withdrawn or that the Board decides to nominate as Board nominees) appearing in the Corporation’s proxy materials with respect to an annual meeting of stockholders, together with any nominees who were previously elected to the Board, after being nominated pursuant to this Section 11, at any of the preceding two annual meetings and who are re-nominated for election at such annual meeting by the Board, shall not exceed the greater of two or 20% of the number of directors in office as of the last day on which notice of a nomination in accordance with the procedures set forth in this Section 11 may be received by the Secretary of the Corporation pursuant to this Section 11, or if such amount is not a whole number, the closest whole number below 20%. In the event that one or more vacancies for any reason occurs on the Board after the last day on which notice of a nomination in accordance with the procedures set forth in this Section 11 may be received by the Secretary of the Corporation pursuant to Section 11, but before the date of the annual meeting of stockholders and the Board resolves to reduce the size of the Board in connection therewith, the maximum number of stockholder nominees nominated pursuant to this Section 11 included in the Corporation’s proxy materials shall be calculated based on the number of directors in office as so reduced. Any stockholder or group of stockholders submitting more than one nominee for inclusion in the Corporation’s proxy materials pursuant to this Section 11 shall rank its nominees based on the order that such stockholder or group of stockholders desires such nominees to be selected for inclusion in the Corporation’s proxy materials in the event that the total number of stockholder nominees submitted by stockholders or groups of stockholders pursuant to this Section 11 exceeds the maximum number of stockholder nominees provided for in this Section 11. In the event that the number of

 
11 stockholder nominees submitted by stockholders or groups of stockholders pursuant to this Section 11 exceeds the maximum number of stockholder nominees provided for in this Section 11, the highest ranking stockholder nominee who meets the requirements of this Section 11 from each stockholder or group of stockholders will be selected for inclusion in the Corporation’s proxy materials until the maximum number is reached, going in order of the amount (largest to smallest) of shares of common stock of the Corporation each stockholder or group of stockholders disclosed as owned in its respective notice of a nomination submitted to the Corporation in accordance with the procedures set forth in this Section 11. If the maximum number is not reached after the highest ranking stockholder nominee who meets the requirements of this Section 11 from each stockholder or group of stockholders has been selected, this process will continue as many times as necessary, following the same order each time, until the maximum number is reached. (d) For purposes of this Section 11, a stockholder or group of stockholders shall be deemed to “own” only those outstanding shares of common stock of the Corporation as to which the stockholder or any member of a group of stockholders possesses both (i) the full voting and investment rights pertaining to the shares and (ii) the full economic interest in (including, but not limited to, the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (i) and (ii) shall not include any shares (x) sold by such stockholder or any of its affiliates in any transaction that has not been settled or closed, (y) borrowed by such stockholder or any of its affiliates for any purposes or purchased by such stockholder or any of its affiliates pursuant to an agreement to resell or (z) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such stockholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of shares of outstanding common stock of the Corporation, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (1) reducing in any manner, to any extent or at any time in the future, such stockholder’s or affiliates’ full right to vote or direct the voting of any such shares, and/or (2) hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such stockholder or affiliate. A person’s ownership of shares shall be deemed to continue during any period in which (i) the person has loaned such shares, provided that the person has the power to recall such loaned shares on five business days’ notice and has recalled such shares within five business days of being notified that any of their nominees will be included in the Corporation’s proxy materials; or (ii) the person has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement which is revocable at any time by the person. Whether outstanding shares of the common stock of the Corporation are “owned” for these purposes shall be determined by the Board. For purposes of this Section 11, the term “affiliate” or “affiliates” shall have the meaning ascribed thereto under the General Rules and Regulations under the Exchange Act. (e) In order to make a nomination pursuant to this Section 11, a stockholder or group of stockholders must have owned (as defined above) 3% or more of the Corporation’s outstanding common stock continuously for at least three years as of

 
12 both the date the written notice of the nomination is delivered to or mailed and received by the Corporation in accordance with this Section 11 and the record date for determining stockholders entitled to vote at the annual meeting of stockholders, and must continue to hold at least 3% of the Corporation’s outstanding common stock through the meeting date. Within the time period specified in this Section 11 for providing notice of a nomination in accordance with the procedures set forth in this Section 11, a stockholder or group of stockholders must provide the following information in writing to the Secretary of the Corporation: (i) one or more written statements from the record holder of the shares (or for beneficial owners, proof of ownership from each intermediary through which the shares are or have been held during the requisite three-year holding period in a form that would be deemed by the Corporation to be acceptable pursuant to Rule 14a- 8(b)(2) under the Exchange Act for purposes of a shareholder proposal) verifying that, as of the date the written notice of the nomination is delivered to or mailed and received by the Secretary of the Corporation, the stockholder or group of stockholders owns, and has owned continuously for the preceding three years, at least 3% of the Corporation’s outstanding common stock, and the stockholder or group of stockholders’ agreement to provide, within five business days after the record date for the annual meeting of stockholders, written statements from the record holder and intermediaries verifying such stockholder or group of stockholders’ continuous ownership of at least 3% of the Corporation’s outstanding common stock through the record date; (ii) the written consent of each stockholder nominee to being named in the proxy statement as a nominee and to serve as a director if elected and (iii) a copy of the Schedule 14N that has been filed with the Securities and Exchange Commission as required by Rule 14a-18 under the Exchange Act. (f) Within the time period specified in this Section 11 for providing notice of a nomination in accordance with the procedures set forth in this Section 11, a stockholder or group of stockholders must provide a representation and agreement that such stockholder or group of stockholders: (i) acquired at least 3% of the Corporation’s outstanding common stock in the ordinary course of business and not with the intent to change or influence control at the Corporation, and does not presently have such intent, (ii) presently intends to maintain qualifying ownership of at least 3% of the Corporation’s outstanding common stock through the date of the annual meeting and to vote such shares at the annual meeting, (iii) has not nominated and will not nominate for election to the Board at the annual meeting of stockholders any person other than the nominee or nominees being nominated pursuant to this Section 11, (iv) has not engaged and will not engage in, and has not and will not be a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act, in support of the election of any individual as a director at the annual meeting of stockholders other than its nominee or a nominee of the Board, (v) will not distribute to any stockholder any form of proxy for the annual meeting of stockholders other than the form distributed by the Corporation, and (vi) will provide facts, statements and other information in all communications with the Corporation and stockholders of the Corporation that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

 
13 (g) Within the time period specified in this Section 11 for providing notice of a nomination in accordance with the procedures set forth in this Section 11, a stockholder or group of stockholders must provide an undertaking that the stockholder or group of stockholders agrees to: (i) assume all liability stemming from any legal or regulatory violation arising out of the stockholder or group of stockholders’ communications with the stockholders of the Corporation or out of the information that the such stockholder or group of stockholders provided to the Corporation, (ii) comply with all other laws and regulations applicable to any solicitation in connection with the annual meeting of stockholders, and (iii) indemnify and hold harmless the Corporation and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of any nomination submitted by the stockholder or group of stockholders pursuant to this Section 11. In the case of a nomination by a group of stockholders, the stockholder group shall, in the notice required by this Section 11, designate one member of the group that is authorized to receive communications, notices and inquiries from the Corporation and to act on behalf of all members of the group with respect to all matters relating to the nomination under this Section 11 (including, but not limited to, withdrawal of the nomination). The inspector of elections shall not give effect to the stockholder or group of stockholders’ votes with respect to the election of directors if such stockholder or group of stockholders does not comply with the undertaking) above. (h) Within the time period specified in this Section 11 for providing notice of a nomination in accordance with the procedures set forth in this Section 11, the applicable stockholder or group of stockholders must deliver to the Secretary of the Corporation, at the principal executive offices of the Corporation, (i) all information and materials required by Section 7 of this Article II in connection with the nomination of any person for election as a director of the Corporation and (ii) a written representation and agreement that such person (x) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question that has not been disclosed to the Corporation, (y) may not be, and may not become, a party to any compensatory, payment, indemnification or other financial agreement, arrangement or understanding with any person or entity other than the Corporation in connection with service or action as a director that has not been disclosed to the Corporation, and (z) will comply with all of the Corporation’s corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines, and any other Corporation policies and guidelines applicable to directors. At the request of the Corporation, the stockholder nominee must submit all completed and signed questionnaires required of directors of the Corporation. In addition, such stockholder or group of stockholders shall provide the Secretary of the Corporation with notice of changes to such information, in the manner provided in Section 7 of this Article II, and shall promptly provide any other information reasonably requested by the Corporation.

 
14 The Corporation may request such additional information as necessary to permit the Board to determine if each stockholder nominee is independent under the listing standards of the principal U.S. securities exchange upon which the common stock of the Corporation is listed (including, but not limited to, any additional independence standards that are applicable to audit, compensation or other board committees), any applicable rules of the Securities and Exchange Commission (including, but not limited to, under the definition of a “non-employee director” under Exchange Act Rule 16b-3), the definition of “outside director” under Section 162(m) of the Internal Revenue Code of 1986, as amended (or any successor provision) and any publicly disclosed standards used by the Board in determining and disclosing the independence of the Corporation’s directors. If the Board determines that a stockholder nominee is not independent under any of the foregoing standards, the stockholder nominee will be ineligible for inclusion in the Corporation’s proxy materials. (i) In the event that any information or communications provided by the stockholder or group of stockholders or the stockholder nominee to the Corporation or its stockholders ceases to be true and correct in all material respects or omits a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, each stockholder or group of stockholders or stockholder nominee, as the case may be, shall promptly notify the Secretary of the Corporation of any defect in such previously provided information and of the information that is required to correct any such defect. (j) The stockholder or group of stockholders may provide to the Secretary of the Corporation, at the time the information required by this Section 11 is provided, a written statement for inclusion in the Corporation’s proxy statement for the annual meeting of stockholders, not to exceed 500 words, in support of the stockholder nominee’s candidacy. Only one such statement may be submitted by a stockholder or group of stockholders for each of their director nominees. Notwithstanding anything to the contrary contained in this Section 11, the Corporation may omit from its proxy materials any information or statement that it, in good faith, believes would violate any applicable law or regulation. (k) The Corporation shall not be required to include, pursuant to this Section 11, any stockholder nominee in its proxy materials for any meeting of stockholders: (i) for which the Secretary of the Corporation receives a notice that a stockholder or group of stockholders has nominated a person for election to the Board pursuant to the advance notice requirements for stockholder nominees for director, (ii) if the stockholder nominee is, or has been within the three years preceding the date the Corporation first mails to the stockholders its notice of meeting that includes the name of the stockholder nominee, an officer or director of a company that is a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, of the Corporation, (iii) who is not independent under any of the independence standards referred to in paragraph (h) of this Section 11, (iv) if the stockholder nominee serves as a director at more than four other public companies, or at more than two other public companies if the stockholder nominee also serves as an executive officer of another public company, as of the date the Corporation first mails to the stockholders its notice of meeting that includes the name of

 
15 the stockholder nominee, (v) if the stockholder nominee or the stockholder or group of stockholders who has nominated such stockholder nominee has engaged in or is currently engaged in, or has been or is a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act, in support of the election of any individual as a director at the meeting other than such stockholder nominee or a nominee of the Board, (vi) who is or becomes a party to any compensatory, payment or other financial agreement, arrangement or understanding with any person other than the Corporation that has not been disclosed to the Corporation, (vii) who is a named subject of a criminal proceeding (excluding traffic violations and other minor offenses) pending as of the date the Corporation first mails to the stockholders its notice of meeting that includes the name of the stockholder nominee, or who, within the ten years preceding such date, was convicted in such a criminal proceeding, (viii) who upon becoming a member of the Board, would cause the Corporation to be in violation of these By-laws, the Certificate of Incorporation, the rules and listing standards of the principal U.S. exchange upon which the common stock of the Corporation is listed, or any applicable state or federal law, rule or regulation, (ix) if such stockholder nominee or the applicable stockholder or group of stockholders shall have provided information to the Corporation in respect to such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statement made, in light of the circumstances under which it was made, not misleading, as determined by the Board, or (x) if the stockholder or group of stockholders or applicable stockholder nominee otherwise contravenes any of the agreements, representations or undertakings made by such stockholder or group of stockholders or stockholder nominee or fails to comply with its obligations pursuant to this Section 11. For purposes of clause (ii) above, a “competitor” of the Corporation is any company engaged in any business or other activities that are competitive with any aspect of the Corporation’s business to an extent that is more than de minimis, as determined by the Board. (l) Notwithstanding anything to the contrary set forth in this Section 11, the Board or the chairman of the annual meeting of stockholders shall declare a nomination by a stockholder or group of stockholders to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received by the Corporation, if: (i) the stockholder nominee(s) and/or the applicable stockholder (or any member of any group of stockholders) shall have failed to comply or breached its or their obligations under this Section 11, including, but not limited to, a breach of any representations, agreements or undertakings required under this Section 11, or if any of the events or conditions referred to in paragraph (k) of this Section 11 has occurred, in each case as determined by the Board or the chairman of the annual meeting of stockholders or (ii) the stockholder or group of stockholders (or a qualified representative thereof) does not appear at the annual meeting of stockholders to present any nomination pursuant to this Section 11. (m) Any stockholder nominee who is included in the Corporation’s proxy materials for a particular annual meeting of stockholders but either: (i) withdraws from or becomes ineligible or unavailable for election at the annual meeting of stockholders, or (ii) does not receive at least 25% of the votes cast in favor of the

 
16 stockholder nominee’s election, will be ineligible to be a stockholder nominee pursuant to this Section 11 for the next two annual meetings of stockholders. (n) The Board (or any other person or body duly authorized by the Board), at all times acting in good faith, shall have the power and authority to interpret this Section 11 and to make any and all determinations necessary or advisable pursuant to this Section 11. ARTICLE III BOARD OF DIRECTORS SECTION 1. General Powers. The business and affairs of the Corporation shall be managed by the Board. The Board may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by law, the Certificate of Incorporation or these By-laws, directed or required to be exercised or done by the stockholders. SECTION 2. Number; Qualifications; Election; Term of Office. The number of directors of the Corporation shall be thirteen, but the number thereof may be increased to not more than twenty-five, or decreased to not less than nine, by amendment of these By- laws. The directors shall be elected at the annual meeting of the stockholders. At each meeting of the stockholders for the election of directors at which a quorum is present, the vote required for election of a director shall, except in a contested election, be the affirmative vote of a majority of the votes cast in favor of or against such nominee. In a contested election, a nominee receiving a plurality of the votes cast at such election shall be elected. An election shall be considered to be contested if, as of the record date for such meeting, there are more nominees for election than positions on the Board to be filled by election at the meeting. Each director shall hold office until the annual meeting of the stockholders which shall be held next after the election of such director and until a successor shall have been duly elected and qualified, or until death, or until the director shall have resigned as hereinafter provided in Section 10 of this Article III, or until the director shall have been removed as hereinafter provided in Section 11 of this Article III. SECTION 3. Place of Meetings. Meetings of the Board shall be held at such place either within or outside the State of New York as may from time to time be fixed by the Board or specified or fixed in the notice of any such meeting. SECTION 4. First Meeting. The Board shall meet for the purpose of organization and the transaction of other business following each annual meeting of stockholders at such time and place as shall be specified in a notice thereof given as hereinafter provided in Section 7 of this Article III. SECTION 5. Regular Meetings. Regular meetings of the Board shall be held at times and dates fixed by the Board or at such other times and dates as the Chairman of the Board shall determine and as shall be specified in the notice of such meetings. Notice

 
17 of regular meetings of the Board need not be given except as otherwise required by law or these By-laws. SECTION 6. Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, provided, however, that if the Chairman of the Board is unavailable, a special meeting of the Board may be called by agreement of each of the remaining members of the Executive Committee. SECTION 7. Notice of Meetings. Notice of each special meeting of the Board (and of each regular meeting for which notice shall be required) shall be given by the Secretary as hereinafter provided in this Section 7, in which notice shall be stated the time, place and, if required by law or these By-laws, the purposes of such meeting. Notice of each such meeting shall be mailed, postage prepaid, to each director, by first- class mail, at least four days before the day on which such meeting is to be held, or shall be sent by facsimile transmission or comparable medium, or be delivered personally or by telephone, before the time at which such meeting is to be held. Notice of any such meeting need not be given to any director who shall waive notice thereof as provided in Article IX of these By-laws. Any meeting of the Board shall be a legal meeting without notice thereof having been given, if all the directors of the Corporation then holding office shall be present thereat. SECTION 8. Quorum and Manner of Acting. A majority of the Board shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting. Participation in a meeting by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other shall constitute presence in person at a meeting. Except as otherwise expressly required by law or the Certificate of Incorporation and except also as specified in Section 1, Section 5, and Section 6 of Article IV, in Section 3 of Article V and in Article XII of these By-laws, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board. In the absence of a quorum at any meeting of the Board, a majority of the directors present thereat may adjourn such meeting from time to time until a quorum shall be present thereat. Notice of any adjourned meeting need not be given. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. The directors shall act only as a Board and the individual directors shall have no power as such. SECTION 9. Organization. At each meeting of the Board, the Chairman of the Board, or in the case of the Chairman’s absence therefrom, the Lead Director, or in the case of the Lead Director’s absence therefrom, the President, or in the case of the President’s absence therefrom, a Vice Chairman, or in the case of the absence of all such persons, another director chosen by a majority of directors present, shall act as chairman of the meeting and preside thereat. The Secretary, or if the Secretary shall be absent from such meeting, any person appointed by the chairman, shall act as secretary of the meeting and keep the minutes thereof.

 
18 SECTION 10. Resignations. (a) Any director of the Corporation may resign at any time by giving written notice of resignation to the Board or the Chairman of the Board or the Secretary. Subject to Section 10(b), any such resignation shall take effect at the time specified therein, or if the time when it shall become effective shall not be specified therein, then it shall take effect immediately upon its receipt; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. (b) In an uncontested election, any incumbent nominee for director who does not receive an affirmative vote of a majority of the votes cast in favor of or against such nominee shall promptly tender his or her resignation after such election. The independent directors of the Board, giving due consideration to the best interests of the Corporation and its stockholders, shall evaluate the relevant facts and circumstances, and shall make a decision, within 90 days after the election, on whether to accept the tendered resignation. Any director who tenders a resignation pursuant to this provision shall not participate in the Board’s decision. The Board will promptly disclose publicly its decision and, if applicable, the reasons for rejecting the tendered resignation. SECTION 11. Removal of Directors. Any director may be removed, either with or without cause, at any time, by a vote of the stockholders. SECTION 12. Vacancies. Any vacancy in the Board, whether arising from death, resignation, removal, an increase in the number of directors or any other cause, may be filled by the Board. SECTION 13. Retirement of Directors. The Board may prescribe a retirement policy for directors on or after reaching a certain age, provided, however, that such retirement shall not cut short the annual term for which any director shall have been elected by the stockholders. ARTICLE IV EXECUTIVE AND OTHER COMMITTEES SECTION 1. Executive Committee. The Executive Committee shall be comprised of the Chairman of the Board, and each of the respective chairs of the (i) Audit Committee, (ii) Executive Compensation and Management Resources Committee, (iii) Directors and Corporate Governance Committee, in each case including any successor committee, and (iv) the Lead Director, if such person does not fall within one of the roles set forth in clause (i), (ii) or (iii) above. The Chairman of the Board shall serve as the Chairman of the Executive Committee to preside at all meetings of such Committee. The Secretary, or if the Secretary shall be absent from such meeting, any person appointed by the chairman, shall act as secretary of the meeting and keep the minutes thereof. SECTION 2. Powers of the Executive Committee. To the extent permitted by law, the Executive Committee may exercise all the powers of the Board in the management of specified matters where such authority is delegated to it by the Board,

 
19 and also, to the extent permitted by law, the Executive Committee shall have, and may exercise, all the powers of the Board in the management of the business and affairs of the Corporation (including, but not limited to, the power to authorize the seal of the Corporation to be affixed to all papers which may require it; but excluding the power to appoint a member of the Executive Committee) in such manner as the Executive Committee shall deem to be in the best interests of the Corporation and not inconsistent with any prior specific action of the Board. An act of the Executive Committee taken within the scope of its authority shall be an act of the Board. The Executive Committee shall render in the form of minutes a report of its several acts at each regular meeting of the Board and at any other time when so directed by the Board. SECTION 3. Meetings of the Executive Committee. Regular meetings of the Executive Committee shall be held at such times, on such dates and at such places as shall be fixed by resolution adopted by a majority of the Executive Committee, of which regular meetings notice need not be given, or as shall be fixed by the Chairman of the Executive Committee or in the absence of the Chairman of the Executive Committee the Chief Executive Officer and specified in the notice of such meeting. Special meetings of the Executive Committee may be called by the Chairman of the Executive Committee or by the Chief Executive Officer. Notice of each such special meeting of the Executive Committee (and of each regular meeting for which notice shall be required), stating the time and place thereof shall be mailed, postage prepaid, to each member of the Executive Committee, by first-class mail, at least four days before the day on which such meeting is to be held, or shall be sent by facsimile transmission or comparable medium, or be delivered personally or by telephone, at least twenty-four hours before the time at which such meeting is to be held; but notice need not be given to a member of the Executive Committee who shall waive notice thereof as provided in Article IX of these By-laws, and any meeting of the Executive Committee shall be a legal meeting without any notice thereof having been given, if all the members of such Committee shall be present thereat. SECTION 4. Quorum and Manner of Acting of the Executive Committee. Four members of the Executive Committee or, if the Lead Director does not fall within one of the roles set forth in clause (i), (ii) or (iii) of Section 1 of this Article V, five members of the Executive Committee, shall constitute a quorum for the transaction of business, and the act of a majority of the members of the Executive Committee present at a meeting at which a quorum shall be present shall be the act of the Executive Committee. Participating in a meeting by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other shall constitute presence at a meeting of the Executive Committee. The members of the Executive Committee shall act only as a committee and individual members shall have no power as such. SECTION 5. Other Committees. The Board may, by resolution adopted by a majority of the Board, designate members of the Board to constitute other committees, which shall have, and may exercise, such powers as the Board may by resolution delegate to them, and shall in each case consist of such number of directors as the Board may determine; provided, however, that each such committee shall have at least three directors as members thereof. Such a committee may either be constituted for a specified term or

 
20 may be constituted as a standing committee which does not require annual or periodic reconstitution. A majority of all the members of any such committee may determine its action and its quorum requirements and may fix the time and place of its meetings, unless the Board shall otherwise provide. Participating in a meeting by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other shall constitute presence at a meeting of such other committees. In addition to the foregoing, the Board may, by resolution adopted by a majority of the Board, create a committee of indeterminate membership and duration and not subject to the limitations as to the membership, quorum and manner of meeting and acting prescribed in these By-laws, which committee, in the event of a major disaster or catastrophe or national emergency which renders the Board incapable of action by reason of the death, physical incapacity or inability to meet of some or all of its members, shall have, and may exercise all the powers of the Board in the management of the business and affairs of the Corporation (including, without limitation, the power to authorize the seal of the Corporation to be affixed to all papers which may require it and the power to fill vacancies in the Board). An act of such committee taken within the scope of its authority shall be an act of the Board. SECTION 6. Changes in Committees; Resignations; Removals; Vacancies. The Board shall have power, by resolution adopted by a majority of the Board, at any time to change or remove the members of, to fill vacancies in, and to discharge any committee created pursuant to these By-laws, either with or without cause. Any member of any such committee may resign at any time by giving written notice to the Board or the Chairman of the Board or the Secretary. Such resignation shall take effect upon receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective. Any vacancy in any committee, whether arising from death, resignation, an increase in the number of committee members or any other cause, shall be filled by the Board in the manner prescribed in these By-laws for the original appointment of the members of such committee. ARTICLE V OFFICERS SECTION 1. Number and Qualifications. The officers of the Corporation shall include the Chairman of the Board, and may include one or more Vice Chairmen, the President, one or more Vice Presidents (one or more of whom may be designated as Executive Vice Presidents or as Senior Vice Presidents or by other designations), the Treasurer, the Secretary and the Controller. Officers shall be elected from time to time by the Board, each to hold office until a successor shall have been duly elected or appointed and qualified, or until such officer’s death, resignation as hereinafter provided in Section 2 of this Article V, or removal as hereinafter provided in Section 3 of this Article V.

 
21 SECTION 2. Resignations. Any officer of the Corporation may resign at any time by giving written notice of resignation to the Board, the Chairman of the Board, the Chief Executive Officer or the Secretary. Any such resignation shall take effect at the time specified therein, or, if the time when it shall become effective shall not be specified therein, then it shall become effective upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. SECTION 3. Removal. Any officer of the Corporation may be removed, either with or without cause, at any time, by a resolution adopted by a majority of the Board at any meeting of the Board. SECTION 4. Vacancies. A vacancy in any office, whether arising from death, resignation, removal or any other cause, may be filled for the unexpired portion of the term of office which shall be vacant, in the manner prescribed in these By-laws for the regular election or appointment to such office. SECTION 5. Chairman of the Board. The Chairman of the Board shall, if present, preside at each meeting of the stockholders and of the Board and shall perform such other duties as may from time to time be assigned by the Board. The Chairman may sign certificates representing shares of the stock of the Corporation pursuant to the provisions of Section 1 of Article VII of these By-laws; sign, execute and deliver in the name of the Corporation all deeds, mortgages, bonds, contracts or other instruments authorized by the Board, except in cases where the signing, execution or delivery thereof shall be expressly delegated by the Board or these By-laws to some other officer or agent of the Corporation or where they shall be required by law otherwise to be signed, executed and delivered; and affix the seal of the Corporation to any instrument which shall require it. The Chairman of the Board, when there is no President or in the absence or incapacity of the President, shall perform all the duties and functions and exercise all the powers of the President. SECTION 6. Vice Chairman. Each Vice Chairman shall perform all such duties as from time to time may be assigned by the Board or the Chairman of the Board. The Vice Chairman may sign certificates representing shares of the stock of the Corporation pursuant to the provisions of Section 1 of Article VII of these By-laws; sign, execute and deliver in the name of the Corporation all deeds, mortgages, bonds, contracts or other instruments authorized by the Board, except in cases where the signing, execution or delivery thereof shall be expressly delegated by the Board or these By-laws to some officer or agent of the Corporation or where they shall be required by law otherwise to be signed, executed and delivered; and affix the seal of the Corporation to any instrument which shall require it; and in general, perform all duties incident to the office of Vice Chairman. SECTION 7. President. The President shall perform all such duties as from time to time may be assigned by the Board or the Chairman of the Board. The President may sign certificates representing shares of the stock of the Corporation pursuant to the provisions of Section 1 of Article VII of these By-laws; sign, execute and deliver in the name of the Corporation all deeds mortgages, bonds, contracts or other instruments

 
22 authorized by the Board, except in cases where the signing, execution or delivery thereof shall be expressly delegated by the Board or these By-laws to some other officer or agent of the Corporation or where they shall be required by law otherwise to be signed, executed and delivered, and affix the seal of the Corporation to any instrument which shall require it; and, in general, perform all duties incident to the office of President. The President shall in the absence or incapacity of the Chairman of the Board and the Lead Director, perform all the duties and functions and exercise all the powers of the Chairman of the Board. SECTION 8. Designated Officers. (a) Chief Executive Officer. Either the Chairman of the Board, or an officer, as the Board may designate, shall be the Chief Executive Officer of the Corporation. The officer so designated shall have, in addition to the powers and duties applicable to the office set forth in Section 5 or 7 of this Article V, general and active supervision over the business and affairs of the Corporation and over its several officers, agents, and employees, subject, however, to the control of the Board. The Chief Executive Officer shall see that all orders and resolutions of the Board are carried into effect, be an ex officio member of all committees of the Board (except the Audit Committee, the Directors and Corporate Governance Committee, and committees specifically empowered to fix or approve the Chief Executive Officer’s compensation or to grant or administer bonus, option or other similar plans in which the Chief Executive Officer is eligible to participate), and, in general, shall perform all duties incident to the position of Chief Executive Officer and such other duties as may from time to time be assigned by the Board. (b) Other Designated Officers. The Board may designate officers to serve as Chief Financial Officer, Chief Accounting Officer and other such designated positions and to fulfill the responsibilities of such designated positions in addition to their duties as officers as set forth in this Article V. SECTION 9. Executive Vice Presidents, Senior Vice Presidents and Vice Presidents. Each Executive and Senior Vice President shall perform all such duties as from time to time may be assigned by the Board or the Chairman of the Board or a Vice Chairman or the President. Each Vice President shall perform all such duties as from time to time may be assigned by the Board or the Chairman of the Board or a Vice Chairman or the President or an Executive or a Senior Vice President. Any Vice President may sign certificates representing shares of stock of the Corporation pursuant to the provisions of Section 1 of Article VII of these By-laws. SECTION 10. Treasurer. The Treasurer shall: (a) have charge and custody of, and be responsible for, all the funds and securities of the Corporation, and may invest the same in any securities, may open, maintain and close accounts for effecting any and all purchase, sale, investment and lending transactions in securities of any and all kinds for and on behalf of the Corporation or any employee pension or benefit plan fund or other fund established by the Corporation, as may be permitted by law; (b) keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation;

 
23 (c) deposit all moneys and other valuables to the credit of the Corporation in such depositaries as may be designated by the Board or the Executive Committee; (d) receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever; (e) disburse the funds of the Corporation and supervise the investment of its funds, taking proper vouchers therefor; (f) render to the Board, whenever the Board may require, an account of all transactions as Treasurer; and (g) in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board or the Chairman of the Board or a Vice Chairman or the President or an Executive or Senior Vice President. SECTION 11. Secretary. The Secretary shall: (a) keep or cause to be kept in one or more books provided for the purpose, the minutes of all meetings of the Board, the Executive Committee and other committees of the Board and the stockholders; (b) see that all notices are duly given in accordance with the provisions of these By-laws and as required by law; (c) be custodian of the records and the seal of the Corporation and affix and attest the seal to all stock certificates of the Corporation and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal; (d) see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and (e) in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Board or the Chairman of the Board or a Vice Chairman or the President or an Executive or Senior Vice President. SECTION 12. Controller. The Controller shall: (a) have control of all the books of account of the Corporation; (b) keep a true and accurate record of all property owned by it, of its debts and of its revenues and expenses;

 
24 (c) keep all accounting records of the Corporation (other than the accounts of receipts and disbursements and those relating to the deposits of money and other valuables of the Corporation, which shall be kept by the Treasurer); (d) render to the Board, whenever the Board may require, an account of the financial condition of the Corporation; and (e) in general, perform all the duties incident to the office of Controller and such other duties as from time to time may be assigned by the Board or the Chairman of the Board or a Vice Chairman or the President or an Executive or Senior Vice President. SECTION 13. Compensation. The compensation of the officers of the Corporation shall be fixed from time to time by the Board; provided, however, that the Board may delegate to a committee the power to fix or approve the compensation of any officers. An officer of the Corporation shall not be prevented from receiving compensation by reason of being also a director of the Corporation; but any such officer who shall also be a director shall not have any vote in the determination of the amount of compensation paid to such officer. ARTICLE VI CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC. SECTION 1. Execution of Contracts. Except as otherwise required by law or these By-laws, any contract or other instrument may be executed and delivered in the name and on behalf of the Corporation by any officer (including, but not limited to, any assistant officer) of the Corporation. The Board or the Executive Committee may authorize any agent or employee to execute and deliver any contract or other instrument in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances as the Board or such Committee, as the case may be, may by resolution determine. SECTION 2. Loans. Unless the Board shall otherwise determine, the Chairman of the Board or a Vice Chairman or the President or any Vice President, acting together with the Treasurer or the Secretary, may effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, but in making such loans or advances no officer or officers shall mortgage, pledge, hypothecate or transfer any securities or other property of the Corporation, except when authorized by resolution adopted by the Board. SECTION 3. Checks, Drafts, etc. All checks, drafts, bills of exchange or other orders for the payment of money out of the funds of the Corporation, and all notes or other evidences of indebtedness of the Corporation, shall be signed in the name and on behalf of the Corporation by such persons and in such manner as shall from time to time

 
25 be authorized by the Board or the Executive Committee or authorized by the Treasurer acting together with either the General Manager of an operating unit or a nonfinancial Vice President of the Corporation, which authorization may be general or confined to specific instances. SECTION 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board or the Executive Committee may from time to time designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may from time to time be delegated by the Board or the Executive Committee. For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts and other orders for the payment of money which are payable to the order of the Corporation may be endorsed, assigned and delivered by any officer, employee or agent of the Corporation. SECTION 5. General and Special Bank Accounts. The Board or the Executive Committee may from time to time authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositaries as the Board or the Executive Committee may designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may from time to time be delegated by the Board or the Executive Committee. The Board or the Executive Committee may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these By-laws, as it may deem expedient. SECTION 6. Indemnification. The Corporation shall, to the fullest extent permitted by applicable law as in effect at any time, indemnify any person made, or threatened to be made, a party to an action or proceeding whether civil or criminal (including, but not limited to, an action or proceeding by or in the right of the Corporation) by reason of the fact that such person is (i) an officer or director of the Corporation or (ii) an officer or director of the Corporation who is asked to serve in any capacity at the request of the Corporation in any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against, in each case, judgments, fines, amounts paid in settlement and reasonable expenses, including, but not limited to, attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein. Such indemnification shall be a contract right that vests upon the occurrence or alleged occurrence of any act or omission to act that forms the basis for or is related to the claim for which indemnification is sought and shall include the right to be paid advances of any expenses incurred by such person in connection with such action, suit or proceeding, and the right to be indemnified for expenses incurred by such person in connection with successfully establishing a right to indemnification, in each case consistent with the provisions of applicable law in effect at any time. Indemnification shall be deemed to be ‘permitted’ within the meaning of the first sentence hereof if it is not expressly prohibited by applicable law as in effect at the time. The indemnification rights hereunder shall continue as to any such person who has ceased to be an officer or director of the Corporation and shall inure to the benefit of the heirs, executors and administrators of any such person. If the right of indemnification provided for in this

 
26 Section 6 is amended or repealed, such amendment or repeal will not limit the indemnification provided for herein with respect to any acts or omissions to act occurring prior to any such amendment or repeal. ARTICLE VII SHARES SECTION 1. Stock Certificates. The shares of the Corporation shall be represented by certificates, or shall be uncertificated shares. Each owner of stock of the Corporation shall be entitled to have a certificate, in such form as shall be approved by the Board, certifying the number of shares of stock of the Corporation owned. To the extent that shares are represented by certificates, such certificates of stock shall be signed in the name of the Corporation by the Chairman of the Board or a Vice Chairman or the President or a Vice President and by the Secretary and sealed with the seal of the Corporation (which seal may be a facsimile, engraved or printed); provided, however, that where any such certificate is signed by a registrar, other than the Corporation or its employee, the signatures of the Chairman of the Board, a Vice Chairman, the President, the Secretary, and transfer agent or a transfer clerk acting on behalf of the Corporation upon such certificates may be facsimiles, engraved or printed. In case any officer, transfer agent or transfer clerk acting on behalf of the Corporation ceases to be such officer, transfer agent, or transfer clerk before such certificates shall be issued, they may nevertheless be issued by the Corporation with the same effect as if they were still such officer, transfer agent or transfer clerk at the date of their issue. SECTION 2. Books of Account and Record of Stockholders. There shall be kept at the office of the Corporation correct books of account of all its business and transactions, minutes of the proceedings of stockholders, Board, and Executive Committee, and a book to be known as the record of stockholders, containing the names and addresses of all persons who are stockholders, the number of shares of stock held, and the date when the stockholder became the owner of record thereof. SECTION 3. Transfers of Stock. Transfers of shares of stock of the Corporation shall be made on the record of stockholders of the Corporation only upon authorization by the registered holder thereof, or by an attorney thereunto authorized by power of attorney duly executed and filed with the Secretary or with a transfer agent or transfer clerk, and on surrender of the certificate or certificates for such shares properly endorsed, provided such shares are represented by a certificate, or accompanied by a duly executed stock transfer power and the payment of all taxes thereon. The person in whose names shares of stock shall stand on the record of stockholders of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Whenever any transfers of shares shall be made for collateral security and not absolutely and written notice thereof shall be given to the Secretary or to such transfer agent or transfer clerk, such fact shall be stated in the entry of the transfer. SECTION 4. Regulations. The Board may make such additional rules and regulations as it may deem expedient, not inconsistent with these By-laws, concerning the

 
27 issue, transfer and registration of certificated or uncertificated shares of stock of the Corporation. It may appoint, or authorize any officer or officers to appoint, one or more transfer agents or one or more transfer clerks and one or more registrars and may require all certificates of stock to bear the signature or signatures of any of them. SECTION 5. Fixing of Record Date. The Board shall fix a time not exceeding sixty nor less than ten days prior to the date then fixed for the holding of any meeting of the stockholders or prior to the last day on which the consent or dissent of the stockholders may be effectively expressed for any purpose without a meeting, as the time as of which the stockholders entitled to notice of and to vote at such meeting or whose consent or dissent is required or may be expressed for any purpose, as the case may be, shall be determined, and all persons who were holders of record of voting stock at such time, and no others, shall be entitled to notice of and to vote at such meeting or to express their consent or dissent, as the case may be. The Board may fix a time not exceeding sixty days preceding the date fixed for the payment of any dividend or the making of any distribution or the allotment of rights to subscribe for securities of the Corporation, or for the delivery of evidences of rights or evidences of interests arising out of any change, conversion or exchange of capital stock or other securities, as the record date for the determination of the stockholders entitled to receive any such dividend, distribution, allotment, rights or interests, and in such case only the stockholders of record at the time so fixed shall be entitled to receive such dividend, distribution, allotment, rights or interests. SECTION 6. Lost, Destroyed or Mutilated Certificates. The holder of any certificate representing shares of stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of such certificate, and the Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it which the owner thereof shall allege to have been lost or destroyed or which shall have been mutilated, and the Corporation may, in its discretion, require such owner or the owner’s legal representatives to give to the Corporation a bond in such sum, limited or unlimited, and in such form and with such surety or sureties as the Board in its absolute discretion shall determine, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or destruction of any such certificate, or the issuance of such new certificate. Anything to the contrary notwithstanding, the Corporation, in its absolute discretion, may refuse to issue any such new certificate, except pursuant to legal proceedings under the laws of the State of New York. SECTION 7. Inspection of Records. The record of stockholders and minutes of the proceedings of stockholders shall be available for inspection, within the limits and subject to the conditions and restrictions prescribed by applicable law. SECTION 8. Auditors. The Board shall employ an independent public or certified public accountant or firm of such accountants who shall act as auditors in making examinations of the consolidated financial statements of the Corporation and its subsidiaries in accordance with generally accepted auditing standards. The auditors shall certify that the annual financial statements are prepared in accordance with generally accepted accounting principles, and shall report on such financial statements to the

 
28 stockholders and directors of the Corporation. The Board’s selection of auditors shall be presented for ratification by the stockholders at the annual meeting. Directors and officers, when acting in good faith, may rely upon financial statements of the Corporation represented to them to be correct by the officer of the Corporation having charge of its books of account, or stated in a written report by the auditors fairly to reflect the financial condition of the Corporation. ARTICLE VIII OFFICES SECTION 1. Principal Office. The principal office of the Corporation shall be at such place in the Town of North Castle, County of Westchester and State of New York as the Board shall from time to time determine. SECTION 2. Other Offices. The Corporation may also have an office or offices other than said principal office at such place or places as the Board shall from time to time determine or the business of the Corporation may require. ARTICLE IX WAIVER OF NOTICE Whenever under the provisions of any law of the State of New York, the Certificate of Incorporation or these By-laws or any resolution of the Board or any committee thereof, the Corporation or the Board or any committee thereof is authorized to take any action after notice to the stockholders, directors or members of any such committee, or after the lapse of a prescribed period of time, such action may be taken without notice and without the lapse of any period of time, if, at any time before or after such action shall be completed, such notice or lapse of time shall be waived by the person or persons entitled to said notice or entitled to participate in the action to be taken, or, in the case of a stockholder, by an attorney thereunto authorized. Attendance at a meeting requiring notice by any person or, in the case of a stockholder, by the stockholder’s attorney, agent or proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of such notice on the part of the person so attending, or by such stockholder, as the case may be. ARTICLE X FISCAL YEAR The fiscal year of the Corporation shall end on the thirty-first day of December in each year.

 
29 ARTICLE XI SEAL The Seal of the Corporation shall consist of two concentric circles with the IBM logotype appearing in bold face type within the inner circle and the words ‘International Business Machines Corporation’ appearing within the outer circle. ARTICLE XII AMENDMENTS These By-laws may be amended or repealed or new By-laws may be adopted by the stockholders at any annual or special meeting, if the notice thereof mentions that amendment or repeal or the adoption of new By-laws is one of the purposes of such meeting. These By-laws, subject to the laws of the State of New York, may also be amended or repealed or new By-laws may be adopted by the affirmative vote of a majority of the Board given at any meeting, if the notice thereof mentions that amendment or repeal or the adoption of new By-laws is one of the purposes of such meeting.

 

Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13A-14(a) OR 15D-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Arvind Krishna, certify that:
1.I have reviewed this quarterly report on Form 10-Q of International Business Machines Corporation;
2.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 made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 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 have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: July 24, 2025
/s/ Arvind Krishna
Arvind Krishna
Chairman, President and Chief Executive Officer

Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13A-14(a) OR 15D-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, James J. Kavanaugh, certify that:
1.I have reviewed this quarterly report on Form 10-Q of International Business Machines Corporation;
2.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 made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 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 have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: July 24, 2025
/s/ James J. Kavanaugh
James J. Kavanaugh
Senior Vice President and Chief Financial Officer

Exhibit 32.1
INTERNATIONAL BUSINESS MACHINES CORPORATION
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of International Business Machines Corporation (the “Company”) on Form 10-Q for the period ending June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Arvind Krishna, Chairman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Arvind Krishna
Arvind Krishna
Chairman, President and Chief Executive Officer
July 24, 2025

A signed original of this written statement required by Section 906 has been provided to IBM and will be retained by IBM and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2
INTERNATIONAL BUSINESS MACHINES CORPORATION
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of International Business Machines Corporation (the “Company”) on Form 10-Q for the period ending June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James J. Kavanaugh, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ James J. Kavanaugh
James J. Kavanaugh
Senior Vice President and Chief Financial Officer
July 24, 2025

A signed original of this written statement required by Section 906 has been provided to IBM and will be retained by IBM and furnished to the Securities and Exchange Commission or its staff upon request.