INTERNATIONAL BUSINESS MACHINES CORP
10-Q, 1999-11-12
COMPUTER & OFFICE EQUIPMENT
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10 - Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1999

                                     1-2360
                                     ------
                            (Commission file number)

                   INTERNATIONAL BUSINESS MACHINES CORPORATION
                   -------------------------------------------
             (Exact name of registrant as specified in its charter)

        New York                                          13-0871985
        --------                                          ----------
(State of incorporation)                    (IRS employer identification number)

          Armonk, New York                                   10504
          ----------------                                   -----
(Address of principal executive offices)                   (Zip Code)

                                  914-499-1900
                                  ------------
                         (Registrant's telephone number)

      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 l2 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 |X| No |_|

      The registrant has 1,802,604,435 shares of common stock outstanding at
September 30, 1999.
<PAGE>

                                      Index

                                                                            Page
                                                                            ----

Part I - Financial Information:

   Item 1. Consolidated Financial Statements

      Consolidated Statement of Earnings for the three and nine
         months ended September 30, 1999 and 1998 ...........................1

      Consolidated Statement of Financial Position at
         September 30, 1999 and December 31, 1998 ...........................3

      Consolidated Statement of Cash Flows for the nine months
         ended September 30, 1999 and 1998 ..................................5

      Notes to Consolidated Financial Statements ............................6

   Item 2. Management's Discussion and Analysis of
              Results of Operations and Financial Condition .................10

Part II - Other Information .................................................22
<PAGE>

                         Part I - Financial Information

ITEM 1. Consolidated Financial Statements

                   INTERNATIONAL BUSINESS MACHINES CORPORATION
                            AND SUBSIDIARY COMPANIES
                       CONSOLIDATED STATEMENT OF EARNINGS
                                   (UNAUDITED)

(Dollars in millions except          Three Months Ended   Nine Months Ended
per share amounts)                      September 30,       September 30,
                                     ------------------   -----------------
                                       1999       1998      1999      1998
                                     -------    -------   -------   -------
Revenue:
Hardware                             $ 8,840    $ 8,920   $26,803   $23,952
Global Services                        7,898      7,046    23,436    20,356
Software                               3,010      2,808     9,056     8,318
Global Financing                         774        679     2,222     2,110
Enterprise Investments/Other             622        642     1,849     1,800
                                     -------    -------   -------   -------
Total revenue                         21,144     20,095    63,366    56,536

Cost:
Hardware                               6,610      6,101    19,559    16,667
Global Services                        5,715      5,222    17,003    14,917
Software                                 567        544     1,642     1,632
Global Financing                         335        351       978     1,108
Enterprise Investments/Other             353        410     1,138     1,149
                                     -------    -------   -------   -------
Total cost                            13,580     12,628    40,320    35,473
                                     -------    -------   -------   -------

Gross profit                           7,564      7,467    23,046    21,063
Operating expenses:
Selling, general and administrative    3,501      4,057    10,284    11,588
Research, development and
  engineering                          1,383      1,240     3,857     3,639
                                     -------    -------   -------   -------
Total operating expenses               4,884      5,297    14,141    15,227

Operating income                       2,680      2,170     8,905     5,836
Other income, principally interest       134        122       423       402
Interest expense                         185        160       556       500
                                     -------    -------   -------   -------
Income before income taxes             2,629      2,132     8,772     5,738
Income tax provision                     867        638     3,149     1,756
                                     -------    -------   -------   -------
Net income                             1,762      1,494     5,623     3,982
Preferred stock dividends                  5          5        15        15
                                     -------    -------   -------   -------
Net income applicable to common
shareholders                         $ 1,757    $ 1,489   $ 5,608   $ 3,967
                                     =======    =======   =======   =======

(The accompanying notes are an integral part of the financial statements.)


                                      -1-
<PAGE>

                   INTERNATIONAL BUSINESS MACHINES CORPORATION
                            AND SUBSIDIARY COMPANIES
                CONSOLIDATED STATEMENT OF EARNINGS - (CONTINUED)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                        Three Months Ended      Nine Months Ended
                                           September 30,          September 30,
                                       --------------------   --------------------
                                         1999       1998*       1999        1998*
                                         ----       -----       ----        -----
<S>                                    <C>         <C>        <C>         <C>
Earnings per share of common
     stock - assuming dilution         $   0.93    $   0.78   $   2.99    $   2.05

Earnings per share of common
     stock - basic                     $   0.97    $   0.80   $   3.09    $   2.11

Average number of common
     shares outstanding: (millions)

     Assuming dilution                  1,869.6     1,909.0    1,874.7     1,931.0

     Basic                              1,805.2     1,856.9    1,813.7     1,878.8

Cash dividends per common share        $   0.12    $   0.11   $   0.35    $   0.32
</TABLE>

* Adjusted to reflect a two-for-one stock split effective May 10, 1999.

(The accompanying notes are an integral part of the financial statements.)


                                      -2-
<PAGE>

                   INTERNATIONAL BUSINESS MACHINES CORPORATION
                            AND SUBSIDIARY COMPANIES
                  CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                                   (UNAUDITED)

                                     ASSETS

<TABLE>
<CAPTION>
(Dollars in millions)                                      At September 30,   At December 31,
                                                                 1999               1998
                                                           ----------------   ---------------
<S>                                                             <C>               <C>
Assets
Current assets:
Cash and cash equivalents                                       $ 4,582           $ 5,375
Marketable securities -- at fair value,
   which approximates market                                      1,444               393
Notes and accounts receivable -- trade, net of lowances
   allowances                                                    20,379            20,271
Sales-type leases receivable                                      6,432             6,510
Inventories, at lower of average cost or  net
   realizable value
   Finished goods                                                 1,292             1,088
   Work in process and raw materials                              3,838             4,112
                                                                -------           -------
Total inventories                                                 5,130             5,200
Prepaid expenses and other current assets                         4,910             4,611
                                                                -------           -------
Total current assets                                             42,877            42,360

Plant, rental machines and other property                        40,812            44,870
   Less: Accumulated depreciation                                23,349            25,239
                                                                -------           -------
Plant, rental machines and other property -- net                 17,463            19,631
Software                                                            628               599
Investments and sundry assets                                    24,407            23,510
                                                                -------           -------

Total assets                                                    $85,375           $86,100
                                                                =======           =======
</TABLE>

(The accompanying notes are an integral part of the financial statements.)


                                      -3-
<PAGE>

                   INTERNATIONAL BUSINESS MACHINES CORPORATION
                            AND SUBSIDIARY COMPANIES
           CONSOLIDATED STATEMENT OF FINANCIAL POSITION - (CONTINUED)
                                   (UNAUDITED)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

(Dollars in millions except                    At September 30,  At December 31,
per share amounts)                                   1999              1998
                                               ----------------  ---------------
Liabilities and Stockholders' Equity
  Current liabilities:
    Taxes                                         $  3,778          $  3,125
    Accounts payable and accruals                   19,904            19,797
    Short-term debt                                 14,096            13,905
                                                  --------          --------
  Total current liabilities                         37,778            36,827

  Long-term debt                                    13,807            15,508
  Other long-term liabilities                       12,315            12,818
  Deferred income taxes                              1,407             1,514
                                                  --------          --------
  Total liabilities                                 65,307            66,667

  Stockholders' equity:
    Preferred stock - par value $.01 per share         247               247
      Shares authorized: 150,000,000
      Shares issued:  1999 - 2,546,011
                      1998 - 2,546,011
    Common stock - par value $.20 per share         11,850            10,121
      Shares authorized: 4,687,500,000
      Shares issued:  1999 - 1,874,691,460
                      1998 - 1,853,738,104*
    Retained earnings                               15,074            10,141

    Treasury stock - at cost                        (5,314)             (133)
      Shares: 1999 - 52,087,025
              1998 - 1,924,293*

    Employee benefits trust                         (2,419)           (1,854)
      Shares: 1999 - 20,000,000
              1998 - 20,000,000*

    Accumulated gains and losses not
      affecting retained earnings                      630               911
                                                  --------          --------
  Total stockholders' equity                        20,068            19,433
                                                  --------          --------
  Total liabilities and stockholders' equity      $ 85,375          $ 86,100
                                                  ========          ========

* Adjusted to reflect a two-for-one stock split effective May 10, 1999.

(The accompanying notes are an integral part of the financial statements.)


                                      -4-
<PAGE>

                   INTERNATIONAL BUSINESS MACHINES CORPORATION
                            AND SUBSIDIARY COMPANIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                     FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                                   (UNAUDITED)

(Dollars in millions)                                     1999          1998
                                                          ----          ----
Cash flow from operating activities:
   Net income                                           $ 5,623       $ 3,982
   Adjustments to reconcile net income to
     cash provided from operating activities:
     Depreciation                                         5,010         3,246
     Amortization of software                               319           401
     Gain on disposition of fixed and other assets       (4,554)         (156)
     Changes in operating assets and liabilities            362          (932)
                                                        -------       -------
   Net cash provided from operating activities            6,760         6,541
                                                        -------       -------
Cash flow from investing activities:
   Payments for plant, rental machines
     and other property, net of proceeds                 (3,373)       (3,975)
   Investment in software                                  (321)         (180)
   Purchases of marketable securities and other
     investments                                         (2,754)       (1,532)
   Proceeds from sale of the IBM Global Network           4,808            --
   Proceeds from marketable securities and other
     investments                                          1,081         1,201
                                                        -------       -------
   Net cash used in investing activities                               (4,486)
                                                        -------       -------
Cash flow from financing activities:
   Proceeds from debt issuance                            4,658         6,049
   Payments to settle debt                               (5,639)       (4,053)
   Short-term borrowings less than 90 days-- net           (650)         (246)
   Common stock transactions-- net                       (4,544)       (4,830)
   Cash dividends paid                                     (656)         (623)
                                                        -------       -------

   Net cash used in financing activities                 (6,831)       (3,703)
                                                        -------       -------
Effect of exchange rate changes on
  cash and cash equivalents                                (163)           95
                                                        -------       -------

Net change in cash and cash equivalents                    (793)       (1,553)

Cash and cash equivalents at January 1                    5,375         7,106
                                                        -------       -------

Cash and cash equivalents at September 30               $ 4,582       $ 5,553
                                                        =======       =======

(The accompanying notes are an integral part of the financial statements.)


                                       -5-
<PAGE>

Notes to Consolidated Financial Statements

1. In the opinion of the management of International Business Machines
Corporation (the company), all adjustments necessary to a fair statement of the
results for the unaudited three- and nine-month periods have been made.

2. The Accumulated gains and losses not affecting retained earnings line of
stockholders' equity comprises foreign currency translation adjustments and
unrealized gains and losses on marketable securities. Net income ($1,762 million
and $1,494 million) plus the increase in foreign currency translation
adjustments ($276 million and $253 million) plus unrealized gains/(losses) on
marketable securities [$193 million and ($43) million] totaled $2,231 million
and $1,704 million for the three-month periods ended September 30, 1999 and
1998, respectively. Net income ($5,623 million and $3,982 million) plus the
(decrease)/increase in foreign currency translation adjustments [($476) million
and $72 million] plus unrealized gains/(losses) on marketable securities [$195
million and ($60) million] totaled $5,342 million and $3,994 million for the
nine-month periods ended September 30, 1999 and 1998, respectively.

3. In June 1999, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 137, Accounting for Derivative
Instruments and Hedging Activities--Deferral of the Effective Date Of FASB
Statement No. 133. This statement defers the effective date of SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, to fiscal years
beginning after June 15, 2000, although early adoption is encouraged. SFAS No.
133 establishes accounting and reporting standards for derivative instruments.
It requires an entity to recognize all derivatives as either assets or
liabilities in the statement of financial position and to measure those
instruments at fair value. Additionally, the fair value adjustments will affect
either stockholders' equity or net income depending on whether the derivative
instrument qualifies as a hedge for accounting purposes and, if so, the nature
of the hedging activity. The company will adopt this standard as of January 1,
2001. Management does not expect the adoption to have a material effect on the
company's results of operations; however, the effect on the company's financial
position depends on the fair values of the company's derivatives and related
financial instruments at the date of adoption.

4. The tables on pages 26 through 29 of this Form 10-Q reflect the results of
the company's segments consistent with the company's management system. These
results are not necessarily a depiction that is in conformity with generally
accepted accounting principles, e.g., employee retirement plan costs are
developed using actuarial assumptions on a country-by-country basis and
allocated to the segments on headcount. A different result could be arrived at
for any segment if actuarial assumptions unique to each segment were used.
Performance measurement is based on income before income taxes (pre-tax income).
These results are used, in part, by management, both in evaluating the
performance of, and in allocating resources to, each of the segments.

5. On January 26, 1999, the company's Board of Directors approved a two-for-one
stock split effective May 10, 1999. On April 27, 1999, the stockholders of the
company approved amendments to the Certificate of Incorporation to increase the
number of authorized shares of common stock from 1,875 million to 4,687.5
million, which was required to effect that stock split. In addition, the
amendment reduced the par value of the common shares from


                                      -6-
<PAGE>

Notes to Consolidated Financial Statements - (continued)

$.50 to $.20 per share. Common stockholders of record at the close of business
on May 10, 1999 received one additional share for each share held.

      All share and per share data presented in the Consolidated Financial
Statements reflect the two-for-one stock split.

6. The third quarter 1999 results include a pre-tax benefit of $201 million ($63
million after tax, or $.03 per diluted common share) related to the sale of
IBM's Global Network, actions within the company's Technology Group, and charges
for acquired in-process research and development related to three purchase
acquisitions.

      Sale of the Global Network. In December 1998, the company announced that
it would sell its Global Network business to AT&T for $5 billion. The IBM Global
Network generated revenues of approximately $1.2 billion in 1998.

      During the third quarter of 1999, the company completed the sales of its
Global Network business in 34 countries for approximately $727 million, bringing
the year-to-date total to 38 countries and $4,919 million. More than 5,100 IBM
employees joined AT&T as a result of these sales.

      The company recognized a pre-tax gain of $586 million on the third-quarter
sales ($366 million after tax, or $.19 per diluted common share). The net gain
reflects dispositions of Plant, rental machines and other property of $62
million and contractual obligations of $79 million.

      Technology Group Actions. On August 31, 1999, the company announced that
the Networking Hardware Division (NHD) of the company's Technology Group entered
into a global alliance with Cisco Systems, Inc. (Cisco) comprising an agreement
by Cisco to purchase IBM technology over the next five years; a strategic
relationship with IBM Global Services under which the two companies will offer a
full spectrum of services and jointly developed solutions for customers'
e-business and networking needs; and the sale to Cisco of intellectual property
(IP) related to routing and switching technology. The completion of the sale of
IP is subject to regulatory approvals.

      The IP sales agreement permits the company to continue to (a) sell router
and switch products to new customers for one year after the company receives the
regulatory approvals and (b) fulfill existing contractual commitments beyond the
one-year period. As a result of the announcement of the alliance, demand for the
router and switch products from both existing and new customers has abruptly
deteriorated. Thus, the company took a pre-tax charge totaling $178 million
($109 million after tax, or $.06 per diluted common share) related to a
write-down to net realizable value of its inventory of router and switch
products ($144 million) and related contract cancellation fees ($34 million).

      During the second quarter, the company approved and implemented actions
designed to better align the operations of IBM's Technology Group with that
group's strategic direction in view of the competitive environment, overcapacity
in the industry and resulting pricing pressures. As part of those actions, the
company announced (in the second quarter) aggressive


                                      -7-
<PAGE>

Notes to Consolidated Financial Statements - (continued)

steps to improve the competitive position of its Storage Systems Division (SSD)
by merging server hard disk drive product lines and realigning operations. The
company will integrate all server hard disk drives into a single low-cost design
platform that uses common development and manufacturing processes. The company
took a pre-tax charge of $264 million in the second quarter and expects these
actions to be substantially completed by the first half of 2000.

      The continuing actions within SSD resulted in additional third quarter
pre-tax charges of $96 million ($83 million after tax, or $.04 per diluted
common share). That amount includes write-downs to fair value of equipment (a)
that is idle and will be scrapped ($42 million), (b) under contract for sale and
delivery by March 31, 2000 ($7 million), and (c) subject to sale-leaseback
agreements ($47 million write-down of the equipment to appraised fair value).

      The liability as of September 30, 1999 for the second quarter charges
within the Technology Group is $327 million. There is no liability at that date
for the third-quarter SSD asset write-downs.

      Acquisitions. On September 24, 1999, the company acquired all of the
outstanding capital stock of Sequent Computer Systems, Inc. (Sequent) for
approximately $828 million or $18 for each outstanding share of Sequent common
stock. Sequent is an acknowledged leader in systems based on NUMA (non-uniform
memory access) architecture. NUMA is advanced hardware and software that allows
large numbers of processors to operate as a single system while maintaining the
ease of programming and manageability of a small system.

      On September 29, 1999, the company completed the acquisition of Mylex
Corporation (Mylex) for approximately $259 million or $12 for each outstanding
share of Mylex common stock. Mylex is a leading developer of technology for
moving, storing, protecting and managing data in desktop and networked
environments.

      On September 27, 1999, the company acquired DASCOM, Inc., (DASCOM) an
industry leader in Web-based and enterprise-security technology, for
approximately $115 million.

      The company accounted for each acquisition as a purchase transaction. The
effects of these acquisitions on the company's consolidated financial statements
were not material. Hence, the company has not provided pro forma financial
statements as if the companies had combined at the beginning of the current
period or the immediately preceding period.

      The company engaged a nationally recognized independent appraisal firm to
express an opinion on the fair value of the net assets that the company acquired
to serve as a basis for the following allocation of the purchase price.


                                      -8-
<PAGE>

Notes to Consolidated Financial Statements - (continued)

(Dollars in millions)

                                          Sequent      Mylex       DASCOM
                                          -------      -----       ------

Purchase price                             $ 828       $ 259       $ 115

Tangible net assets                          382          67         (17)
Identifiable intangible assets               187          35          13
Current technology                            87          26          19
Goodwill                                     183         145          92
In-process research
    and development                           85           7          19
Deferred tax liabilities related
    to identifiable intangible assets        (96)        (21)        (11)

      The tangible net assets comprise primarily cash, accounts receivable,
land, buildings and leasehold improvements. The identifiable intangible assets
comprise primarily patents, trademarks, customer lists, assembled work force,
employee agreements and leasehold interests.

      Current technology includes products currently in the marketplace as of
the acquisition date and products still in the development stage and
technologically feasible. The identifiable intangible assets and goodwill, and
current technology will be amortized on a straight-line basis over a five- and
two-year period, respectively.

      Purchased In-Process Research and Development. In connection with the
acquisitions of Sequent, Mylex and DASCOM, the company recorded a pre-tax charge
for research, development and engineering of $111 million ($111 million after
tax, or $.06 per diluted common share) for acquired in-process research and
development (IPR&D). At the date of each acquisition, the IPR&D projects had not
yet reached technological feasibility and had no alternative future uses. The
value of IPR&D is calculated using a discounted cash flow analysis of the
anticipated income stream of the related product sales. The discount rate
assumptions range from 25 percent to 50 percent based on stage of completion of
each of the projects, costs and complexity of the work completed to date and to
be completed, and other risks associated with completing the development.

7. Subsequent Events: On October 6, 1999, the company announced that the
Personal Systems Group (PSG) took actions to intensify its focus on direct
distribution channels, consolidate organizations throughout PSG, change its
approach to the consumer market and reduce overall costs and expenses. As a
result of those actions, the Consumer Division will no longer be a separate
structure within PSG. This action had no effect on the third quarter
consolidated financial statements.

      On October 26, 1999, the Board of Directors authorized the company to
repurchase up to an additional $3.5 billion of IBM common shares. The company
plans to repurchase the shares in the open market from time to time, based on
market conditions.

ITEM 2.


                                      -9-
<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
             FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999

      The company's third-quarter results were mixed. Results reflect a
so-called Year 2000 (Y2K) slowdown toward the end of the quarter. It became
apparent late in the quarter that many customers had accelerated their hardware
purchases earlier in the year to accommodate Y2K testing. Therefore, the third
quarter reflected reduced revenue as customers completed the task of making
their enterprise-wide, mission-critical applications Y2K compliant and did not
purchase additional capacity to begin to install new or expanded applications.
That slowdown was particularly evident in S/390 and AS/400 servers, and to a
lesser extent in services and operating systems software. Additionally, results
reflected shortages of flat-panel displays, price pressure in the hard disk
drive (HDD) business, sales deterioration as a result of the sale of
intellectual property related to certain NHD hardware technology and the
company's inability to rapidly expand into growth areas beyond its traditional
customer set. On the positive side, the company's growth businesses -- services,
software other than operating systems and original equipment manufacturer (OEM)
- -- all performed well.

      The company's actions in the networking hardware and storage areas are
intended to improve the competitiveness of the company's technology business and
to further strengthen the company's overall business portfolio.

      While the results for the third quarter were mixed, the results underscore
the strength of the company's broad portfolio and its fundamental business
strategies. Looking forward, the company believes that it will continue to feel
the effects of the Y2K slowdown in the fourth quarter of 1999 and the first
quarter of 2000. Although fourth quarter demand for servers historically has
been roughly 50 percent higher than the third quarter, the company does not
expect customer buying patterns for S/390 and AS/400 to follow the historical
trend this year. Many customers will hold back on building or expanding their
mission-critical applications until after the millennium. The company's fourth
quarter earnings per share could be as much as $.15 or $.20 below last year's
fourth quarter due to this Y2K slowdown. Additionally, the earnings per share in
the first quarter of 2000 could be flat to down slightly from the first quarter
of 1999, as these factors start to lift. The company remains confident about its
fundamental business strategies, the value of its products and services and its
overall momentum.


                                      -10-
<PAGE>

Results of Operations

(Dollars in millions)          Three Months Ended          Nine Months Ended
                                  September 30                September 30
                               ------------------          ------------------
                               1999          1998          1999          1998
                               ----          ----          ----          ----

Revenue                       $21,144       $20,095       $63,366       $56,536
Cost                           13,580        12,628        40,320        35,473
                              -------       -------       -------       -------
Gross profit                  $ 7,564       $ 7,467       $23,046       $21,063
Gross profit margin              35.8%         37.2%         36.4%         37.3%
Net income                    $ 1,762       $ 1,494       $ 5,623       $ 3,982
Earnings per share of
     common stock:
        Assuming dilution     $  0.93       $  0.78*      $  2.99       $  2.05*
        Basic                 $  0.97       $  0.80*      $  3.09       $  2.11*

* Adjusted to reflect a two-for-one stock split effective May 10, 1999.

      As a result of the company's share repurchase program, the average number
of common shares outstanding assuming dilution was lower by 39.4 million than
the third quarter in 1998 and by 56.3 million than the first nine months of
1998. The average number of shares assuming dilution was 1,869.6 million in the
third quarter of 1999 and 1,874.7 million for the first nine months of 1999.
There were 1,802.6 million shares outstanding at September 30, 1999.

      Revenue for the three months ended September 30, 1999 increased 5.2
percent versus the same period last year (approximately 5 percent in constant
currency). Services, middleware software and OEM revenue continued to show good
growth. Hardware revenue declined slightly as a result of lower S/390 and AS/400
server revenue, attributable to the Y2K slowdown. In addition, while RS/6000
revenue declined slightly from the same period last year, RS/6000 Enterprise
Unix servers saw double-digit revenue growth. NT servers growth was even
stronger. Networking hardware revenue declined significantly. Those declines
were partially offset by increased revenue from personal computers, due to
strong growth in the Netfinity server line. Microelectronics revenue also
increased when compared with the third quarter of 1998.

      Revenue for the third quarter of 1999 from the company's end-user
businesses totaled $9.6 billion from the Americas, a decrease of 0.6 percent
(approximately 1 percent increase in constant currency) compared with the same
period last year. Latin America, which is approximately 10 percent of the
America's revenue, showed improvement with revenues growing at 7 percent on a
constant currency basis. Revenue from Europe/Middle East/Africa was $5.8
billion, down 1.6 percent (approximately 4 percent increase in constant
currency). Asia-Pacific revenue grew 28.1 percent (approximately 10 percent in
constant currency) to $3.7 billion. As in the first half of 1999, key areas
outside of Japan continued to show strong double-digit growth. Revenue in Japan
was strong in the third quarter following modest growth in the first half of
1999. OEM revenue across all geographies was $2.0 billion, a 23.8 percent
increase (approximately 22 percent in constant currency) compared with the third
quarter of 1998.


                                      -11-
<PAGE>

Results of Operations - (continued)

      The company's overall gross profit margin was 35.8 percent in the third
quarter compared with 37.2 percent in the same period of 1998. The decline in
gross profit margin continues to reflect the changing mix of the company's
business to services, and a decline in margins in the hardware business related
to a shift from servers to personal computers which have a lower gross profit
margin. In addition, an inventory write-down of $144 million related to the
networking hardware business negatively affected the company's overall gross
margin by 0.7 points in the third quarter of 1999.

      The company's $4.9 billion third quarter expenses reflect the actions
(excluding the inventory write-down for certain NHD products of $144 million)
that are described in Note No. 6 to the Consolidated Financial Statements on
pages 7 through 9. The company's expense-to-revenue ratio improved 3.2 points in
the quarter. The actions that were included in expense contributed to a 1.6
point improvement in the expense-to-revenue ratio in the third quarter of 1999.

      The company's tax rate was 33.0 percent in the third quarter compared with
30.0 percent in the year-earlier period. The increase was principally due to the
third quarter actions taken by the company.

      Net income for the nine months ended September 30, 1999, including the
effect of actions taken in the second and third quarters, was $5.6 billion, or
$2.99 per diluted common share, compared with net income of $4.0 billion, or
$2.05 per diluted common share, in the year-earlier period. Through the first
nine months of 1999, the company's diluted earnings per share grew 46 percent,
with 20 points of that growth attributable to actions taken in the second and
third quarters. Revenues for the nine months ended September 30, 1999 were $63.4
billion, an increase of 12 percent (approximately 12 percent in constant
currency) compared with $56.5 billion in the same period of 1998.

Hardware

(Dollars in millions)    Three Months Ended          Nine Months Ended
                            September 30                September 30
                         ------------------          ------------------
                          1999         1998          1999          1998
                          ----         ----          ----          ----

Total revenue            $8,840       $8,920       $26,803       $23,952
Total cost                6,610        6,101        19,559        16,667
                         ------       ------       -------       -------
Gross profit             $2,230       $2,819       $ 7,244       $ 7,285
Gross profit margin        25.2%        31.6%         27.0%         30.4%

      Revenue from hardware for the third quarter of 1999 declined 0.9 percent
and increased 11.9 percent for the first nine months of 1999 when compared with
the same periods in 1998.

      Despite continued pricing pressures, personal computer revenue continued
to improve for the third quarter and the first nine months of 1999, compared
with the same periods in 1998. The increases were driven by higher revenue for
both commercial and consumer personal computers and a richer mix to mobile and
Netfinity server products. Although Thinkpad results were good,


                                      -12-
<PAGE>

Results of Operations - (continued)

sales were constrained by supply shortages of flat-panel displays. That supply
constraint may continue into the fourth quarter of 1999. In the third quarter,
the company continued to focus on expanding its direct channel customers;
improving its indirect channel efficiency; increasing focus on fast growing
small- and medium-size businesses; and realizing more opportunity in businesses
that are tied to the personal computer including services, software and
financing. As described in Note No. 7 on page 9, the company announced on
October 6, 1999 that the Personal Systems Group (PSG) took actions to intensify
its focus on direct distribution channels, consolidate organizations throughout
PSG, change its approach to the consumer market and reduce overall costs and
expenses. As a result of those actions, the Consumer Division will no longer be
a separate structure within PSG. This action had no effect on the third quarter
financial statements.

      Technology revenue increased for both the third quarter and first nine
months of 1999 when compared with year-ago periods. The increase in third
quarter revenue was driven by strong growth in custom logic and high-performance
SRAMs; DRAM revenue grew moderately. A slower growth rate in HDD storage revenue
than in the comparable year-ago periods continued to reflect pricing pressures
and a leaner mix of revenue for high-end HDDs. Those increases were partially
offset by (a) declines in high-end RAMAC sales, as customers awaited a new
Enterprise Storage Server (Shark) which began to ship in the last week of the
quarter, (b) lower tape and DASD sales and (c) declines in Networking Hardware
revenue as a result of the proposed sale of routing and switching IP to Cisco
Systems. (See Note No. 6 to Consolidated Financial Statements on pages 7 through
9 for further information on this sale). The increase in technology revenue for
the first nine months of 1999 primarily was driven by growth in HDD storage,
custom logic and storage tape products.

      The actions that the company took in the third quarter of 1999 in the
networking hardware and storage areas are a continuation of the second quarter
actions that are aimed directly at strengthening the Technology Group over the
long term. Those actions are intended to shift the focus of the Technology Group
to higher margin businesses and more efficient operations.

      Server revenue declined in the third quarter and the first nine months of
1999, versus the same periods of 1998. S/390 revenue declined sharply in the
third quarter and decreased for the first nine months of 1999, when compared
with the same periods in 1998. S/390 MIPS shipments decreased 18 percent versus
the third quarter of last year. Some S/390 customers have completed the task of
making Y2K compliant the mainframe computers that they use in data centers to
run highly-integrated enterprise-wide applications with large transaction
volumes that are mission critical to the customer. Once the systems are Y2K
ready, customers are disinclined to enhance them until next year because of
concerns about somehow affecting their Y2K readiness. S/390 also had a difficult
compare with the third quarter of 1998, in which the company introduced and
shipped the Model G5. AS/400 declined in the third quarter and first nine months
of 1999, when compared with the same periods last year. The AS/400 continued to
see a decline due to poor sales execution and a slowdown in sales related to
Enterprise Resource Planning (ERP) solutions due to Y2K concerns. RS/6000
revenue declined in the third quarter and was flat for the first nine months of
1999 versus the same periods in 1998. The RS/6000 enterprise servers had good
growth in the quarter, despite the fact that the new S80 server did not start to
ship until the end of the third quarter.


                                      -13-
<PAGE>

Results of Operations - (continued)

      Hardware sales gross profit for the third quarter and first nine months of
1999 decreased 20.9 percent and 0.6 percent, respectively, from comparable
periods in 1998. The hardware gross profit margin decreased 6.4 points and 3.4
points, respectively, from the prior year. Pricing pressures associated with
personal computers and hard disk drives drove the declines in gross profit
margins from the same periods in 1998. Additionally, the change in mix between
personal systems and servers, and a lower model mix in the mobile HDDs (in which
some customers' capacity needs are being met by new mid-range products, rather
than the more profitable high-end mobile products) also had a negative effect on
gross profit for the third quarter and first nine months of 1999. In addition,
the third quarter write-down for certain NHD inventory contributed 1.6 points of
the decline in hardware gross profit margin. Those declines were partially
offset by improved margins for personal computers and a higher mix of servers
and laptops.

Global Services

(Dollars in millions)            Three Months Ended         Nine Months Ended
                                    September 30               September 30
                                 ------------------         ------------------
                                 1999          1998         1999          1998
                                 ----          ----         ----          ----

Total revenue                   $7,898        $7,046      $23,436       $20,356
Total cost                       5,715         5,222       17,003        14,917
                                ------        ------      -------       -------
Gross profit                    $2,183        $1,824      $ 6,433       $ 5,439
Gross profit margin               27.6%         25.9%        27.5%         26.7%

      Global Services revenue increased 12.1 percent and 15.1 percent in the
third quarter and first nine months of 1999, respectively, when compared with
the same periods of last year. The increase in revenue was driven by strong
growth in strategic outsourcing, systems integration and product support
services. Networking revenue was down for the quarter and increased for the
nine-month period, despite the sale of most of the IBM Global Network to AT&T
during the second and third quarter of 1999. In the third quarter of 1999, the
company started to see a decline in Y2K services, and expects further declines
in the fourth quarter of 1999 and the first quarter of 2000 as the need for
these services disappears. The company sees growing demand for new services
offerings including addressing the European Monetary Unit, business
intelligence, e-business services, supply chain management and customer
relationship management. Maintenance revenue was flat in the third quarter of
1999 and decreased slightly on a nine-month basis when compared with the same
period in 1998. New contract signings in the third quarter were $9.2 billion.
Most of those contracts are for strategic outsourcing agreements and involve a
full spectrum of the company's services and product offerings. Those signings
include 10 deals that individually are valued at over $100 million.

      Global Services gross profit dollars increased in the third quarter and
first nine months of 1999 by 19.7 percent and 18.3 percent, respectively, when
compared with year-ago periods. The improvement in gross profit dollars and
margin was a result of improved services margins in systems integration,
strategic outsourcing and product support services. Those improvements more than
offset the changing mix away from the higher margin maintenance business to
services. Maintenance margins improved in the third quarter of 1999 and were
flat year over year when compared with the same periods in 1998.


                                      -14-
<PAGE>

Results of Operations - (continued)

Software

(Dollars in millions)              Three Months Ended        Nine Months Ended
                                      September 30              September 30
                                   ------------------        -----------------
                                   1999         1998         1999         1998
                                   ----         ----         ----         ----

Total revenue                     $3,010       $2,808       $9,056       $8,318
Total cost                           567          544        1,642        1,632
                                  ------       ------       ------       ------
Gross profit                      $2,443       $2,264       $7,414       $6,686
Gross profit margin                 81.2%        80.6%        81.9%        80.4%

      Revenue from software for the third quarter and first nine months of 1999
increased 7.2 percent and 8.9 percent, respectively, over comparable periods in
1998. The growth continues to be driven by the company's middleware products
which comprise data management, transaction processing, Tivoli systems
management, and Lotus Notes messaging and collaboration across both IBM and
non-IBM platforms. The company continues to focus on helping customers use its
software to transform their businesses to e-businesses, particularly in
collaboration with the company's Global Services Group and channel partners.

      Operating-systems software revenue declined in the third quarter and is
flat for the nine months of 1999 when compared with year-ago periods. The
decline in third quarter revenue was driven by AS/400 products partially offset
by growth in S/390 and RS/6000 offerings.

      Software gross profit dollars for both the third quarter and first nine
months of 1999 increased 7.9 percent and 10.9 percent, respectively, versus the
same periods in 1998. The improvement in gross profit dollars and margin is due
to increased revenue and lower levels of amortization costs associated with
previously deferred development spending, partially offset by higher vendor
royalty payments due primarily to increased volumes.

Global Financing

(Dollars in millions)             Three Months Ended        Nine Months Ended
                                     September 30              September 30
                                  ------------------        -----------------
                                   1999        1998         1999          1998
                                   ----        ----         ----          ----

Total revenue                      $774        $679        $2,222        $2,110
Total cost                          335         351           978         1,108
                                   ----        ----        ------        ------
Gross profit                       $439        $328        $1,244        $1,002
Gross profit margin                56.7%       48.1%         56.0%         47.5%

      Global Financing revenue increased 13.9 percent and 5.3 percent for the
third quarter and first nine months of 1999, respectively, when compared with
the same periods of 1998. The increases in revenue were driven by growth in
customer financing and a changing asset base as financing of software and
services showed strong growth. In addition, used equipment sales


                                      -15-
<PAGE>

Results of Operations - (continued)

increased in the third quarter of 1999 and decreased for the first nine months
of 1999, when compared with the same periods in 1998. Financing originations
increased in the quarter to $10.0 billion, with strong year-to-year growth in
commercial financing, partially offset by lower customer financing.

      Global Financing gross profit dollars increased 33.8 percent and 24.2
percent, respectively, for the third quarter and first nine months of 1999,
versus the same periods of 1998. The increase was driven by Global Financing's
ongoing strategy to increase its use of the company's Global Treasury Centers
rather than external banks as a funding source and by lower cost of borrowing.

Enterprise Investments / Other

(Dollars in millions)             Three Months Ended        Nine Months Ended
                                     September 30              September 30
                                  ------------------        ------------------
                                   1999        1998         1999          1998
                                   ----        ----         ----          ----

Total revenue                      $622        $642        $1,849        $1,800
Total cost                          353         410         1,138         1,149
                                   ----        ----        ------        ------
Gross profit                       $269        $232        $  711        $  651
Gross profit margin                43.1%       36.1%         38.4%         36.2%

      Revenue from Enterprise Investments/Other decreased 3.1 percent and
increased 2.8 percent, respectively, for the third quarter and first nine months
of 1999, versus comparable periods in 1998. Third quarter 1999 revenue decreased
as the company exited several non-strategic businesses. That decline was
partially offset by growth in point-of-sale terminals and CATIA software. The
increase for the first nine months was driven by growth in point-of-sale
terminals and CATIA software, partially offset by lower revenue for
non-strategic businesses the company has exited.

      The Enterprise Investments/Other gross profit dollars increased 15.9
percent and 9.2 percent, respectively, in the third quarter and first nine
months of 1999, versus the same periods of 1998. The increases were primarily
driven by the increased revenue from point-of-sale terminals as well as an
improving gross profit margin.

Expenses

(Dollars in millions)                   Three Months Ended    Nine Months Ended
                                            September 30         September 30
                                        ------------------    -----------------
                                          1999       1998      1999       1998
                                          ----       ----      ----       ----

Selling, general and administrative    $ 3,501    $ 4,057    $10,284    $11,588
Percentage of revenue                     16.6%      20.2%      16.2%      20.5%

Research, development and engineering  $ 1,383    $ 1,240    $ 3,857    $ 3,639
Percentage of revenue                      6.5%       6.2%       6.1%       6.4%


                                      -16-
<PAGE>

Results of Operations - (continued)

      Selling, general and administrative expense for the third quarter and
first nine months of 1999 decreased 13.7 percent and 11.2 percent, respectively,
from the same periods in 1998. The decrease in the third quarter of 1999 was
primarily driven by the net pre-tax benefit of $456 million associated with the
sale of the Global Network, continuing actions within SSD for write-downs to
fair value of equipment and the contract cancellation fees associated with the
proposed sale of IP by NHD. (See Note No. 6 to the Consolidated Financial
Statements on pages 7 through 9 for further information). The decrease in the
first nine months of 1999 reflects the net pre-tax benefit of $2,066 million
associated with the sale of the Global Network and the actions taken in the
second and third quarter of 1999 to better align the operations of the company's
Technology Group with that group's strategic direction.

      The company continues to manage aggressively its infrastructure expense
and its overall portfolio to allow for investment in growth segments of the
business. Key ongoing investments include software marketing, major marketing
campaigns and new offerings for small and medium business opportunities, as well
as the e-business campaign. These types of expenditures are consistent with the
company's ongoing objective of growing revenue while improving the
expense-to-revenue ratio over time.

      Research, development and engineering expense increased 11.5 percent and
6.0 percent, respectively, for the third quarter and first nine months of 1999,
when compared with the same periods of 1998. The increases reflect a $111
million pre-tax charge taken in the third quarter of 1999 for in-process
research and development associated with the acquisition of Sequent, Mylex and
DASCOM. Those acquisitions are intended to improve the company's long-term
competitiveness in the server, storage and Web-security markets, respectively.
In addition, the increases also reflect the company's continued investments in
high-growth opportunities like e-business, Tivoli systems management and Lotus
products.

      Interest on total borrowings of the company and its subsidiaries, which
includes interest expense and interest costs associated with rentals and
financing, amounted to $366 million and $1,118 million for the third quarter and
first nine months of 1999, respectively. Of these amounts, the company
capitalized $8 million for the third quarter and $23 million for the first nine
months of 1999.

      The effective tax rate for the quarter ended September 30, 1999, was 33.0
percent versus 30.0 percent for the same period in 1998. The 3.0 point increase
was principally due to the actions taken by the company in the third quarter.

      The effective tax rate for the first nine months of 1999 was 35.9 percent
versus 30.6 percent for the same period in 1998. The 5.3 point increase from the
1998 rate was primarily a result of the actions taken by the company in the
second and third quarters.

Financial Condition

      During the first nine months of 1999, the company continued to make
significant investments to fund its future growth and increase shareholder
value. These investments included expenditures of $4,284 million for Research,
development and engineering,


                                      -17-
<PAGE>

Financial Condition - (continued)

$4,217 million in Plant, rental machines and other property and $5,140 million
for the repurchase of the company's common shares. The company had $6,026
million in Cash and cash equivalents and Marketable securities at September 30,
1999.

Cash Flow

(Dollars in millions)                              Nine Months Ended
                                                      September 30,
                                                ------------------------
                                                1999                1998
                                                ----                ----
Net cash provided from (used in):
   Operating activities                       $  6,760            $  6,541
   Investing activities                           (559)             (4,486)
   Financing activities                         (6,831)             (3,703)
Effect of exchange rate changes on cash
   and cash equivalents                           (163)                 95
                                              --------            --------
Net change in cash and cash equivalents       $   (793)           $ (1,553)

Working Capital

(Dollars in millions)                     At September 30,     At December 31,
                                                1999                1998
                                              --------            --------

Current assets                                $ 42,877            $ 42,360
Current liabilities                             37,778              36,827
                                              --------            --------
   Working capital                            $  5,099            $  5,533
Current ratio                                   1.13:1              1.15:1

       Current assets increased $517 million from year-end 1998 primarily due to
increases of $258 million in Cash and cash equivalents and Marketable
securities, and $299 million in Prepaid expenses and other current assets. The
increase in Cash and cash equivalents and Marketable securities resulted
primarily from cash generated from operations and the net proceeds from the sale
of the IBM Global Network, offset by stock repurchases, capital expenditures and
strategic acquisitions. The increase in prepaid expenses and other current
assets is mostly due to increases in deferred tax assets from year-end 1998.

       Current liabilities increased $951 million from year-end 1998 with
increases of $653 million in Taxes payable, $191 million in Short-term debt and
$107 million in Accounts payable and other accruals (increases in deferred
income and other accruals offset by a decrease in accounts payable).

Investments

      During the first nine months of 1999, the company continued to invest in
its rapidly growing services business, primarily in the management of customers'
information technology, as well as in manufacturing capacity for hard disk
drives and microelectronics. The company's capital investment for Plant, rental
machines and other property was $4,217 million during the period, a


                                      -18-
<PAGE>

Financial Condition - (continued)

decline of $365 million from the comparable 1998 period. This decrease reflects
the write down of assets in the second and third quarter relating to SSD
operations.

      In addition to software development expense included in Research,
development and engineering expense, the company capitalized $321 million of
software costs during the first nine months of 1999, an increase of $141 million
from the comparable period in 1998. The increase resulted from the January 1,
1999 adoption by the company of the American Institute of Certified Public
Accountants Statement of Position (SOP) 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use." The SOP requires the
capitalization of internal use computer software if certain criteria are met.
The capitalized costs are amortized on a straight-line basis over the useful
life of the software. Amortization of capitalized software costs (both internal
use and externally marketed) was $319 million during the first nine months of
1999, a decline of $82 million from the comparable 1998 period.

      Investments and sundry assets were $24,407 million at September 30, 1999,
an increase of $897 million from year-end 1998, resulting primarily from
increases in prepaid pension assets and alliance investments.

Other Long-term Liabilities

      Other long-term liabilities of $12,315 million at September 30, 1999,
declined $503 million from year-end 1998 primarily in postretirement benefits
and non-U.S. retirement reserves.

Debt and Equity

(Dollars in millions)                         At September 30,  At December 31,
                                                    1999              1998
                                                  -------           -------

Global financing debt                             $27,335           $27,754
Non-global financing debt                             568             1,659
                                                  -------           -------
Total debt                                        $27,903           $29,413

Stockholders' equity                              $20,068           $19,433

Debt/capitalization                                  58.2%             60.2%
EBITDA / interest expense                              9x                8x
Non-global financing:
  Debt/capitalization                                 3.6%              9.9%
  EBITDA/interest expense                              18x               15x
Global financing debt/equity                        5.7:1             6.5:1

      Total debt decreased $1,510 million from year-end 1998 as non-global
financing debt decreased $1,091 million and debt supporting the growth in global
financing assets decreased $419 million. Stockholders' equity increased $635
million from December 31, 1998, as the increase in the company's retained
earnings was partially offset by the common share repurchases.


                                      -19-
<PAGE>

Financial Condition - (continued)

Liquidity

      The company maintains a $10.0 billion committed global credit facility as
part of its ongoing efforts to ensure appropriate levels of liquidity. As of
September 30, 1999, $9,001 million of this confirmed line of credit remained
unused and available for future use.

      At September 30, 1999, the company had an outstanding balance of $568
million in assets under management from the securitization of loans, leases and
trade receivables.

      On September 9, 1999, the company issued a $450 million 5.8 percent note
due September 9, 2002, the net proceeds of which were used for general corporate
purposes.

Year 2000

      The "Year 2000 issue" arises because many computer hardware and software
systems use only two digits to represent the year. As a result, these systems
and programs may not process dates beyond 1999, which may cause errors in
information or systems failures. Assessments of the potential effects of the
Year 2000 issues vary markedly among different companies, governments,
consultants, economists and commentators, and it is not possible to predict what
the actual impact may be. Given this uncertainty, the company recognizes the
need to remain vigilant and is continuing its analysis, assessment and planning
for the various Year 2000 issues, across its business.

      With respect to its internal systems, the potential Year 2000 impacts
extend beyond the company's information technology systems to its manufacturing
and development systems and physical facilities. The company has been addressing
these issues using the same five-part methodology it recommends to its
customers: (1) assessment and strategy; (2) detailed analysis and planning; (3)
implementation; (4) maintaining readiness of converted systems; and (5) Project
Office Management. The company has completed most conversion and testing
efforts, with extended system integration testing and contingency planning
projects scheduled throughout 1999. The company estimates that at the conclusion
of its various Year 2000 efforts, including conversion, testing and contingency
planning, it will have spent a total of approximately $575 million over a
multi-year period. Although the company believes its efforts will be successful,
any failure or delay could result in the disruption of business and in the
company incurring substantial expense. To minimize any such potential impact,
the company has initiated a global contingency planning effort designed to
support critical business operations.

      As part of its ordinary course product development efforts, the company's
current product and service offerings have been designed to be Year 2000 ready.
The Year 2000 readiness of the company's customers varies, and the company is
actively encouraging its customers to prepare their own systems, making
available a broad array of product, service and educational offerings to assist
them (see the IBM Year 2000 Home Page at http://www.ibm.com/IBM/year2000/).
Efforts by customers to address Year 2000 issues may absorb a substantial part
of their information technology budgets in the near term, and customers may
either delay or accelerate the deployment and implementation of new applications
and systems. While this behavior may increase demand for certain of the
company's products and services, including its Year 2000 offerings, it could
also soften demand for other offerings or change customer buying practices


                                      -20-
<PAGE>

Year 2000 - (continued)

from past trends. These events could affect the company's revenues or change its
revenue patterns. See Management's Discussion and Analysis of Results of
Operations and Financial Condition for further information.

      The company is continuing its assessment of the Year 2000 readiness of its
key suppliers in an effort to establish that the company has adequate resources
for required supplies and components. With respect to third-party products that
the company may remarket or provide with the company's offering (such as
third-party software pre-loaded on the company's personal computers), the
company relies on its business partners and other third parties to be
responsible for the Year 2000 readiness of their offerings. A failure of the
company's suppliers, business partners and other third parties to address
adequately their Year 2000 readiness could affect the company's business. As
part of its contingency planning efforts, the company is identifying alternate
sources or strategies where necessary if significant exposures are identified.

      Further, some commentators believe that a significant amount of litigation
will arise from Year 2000 issues. The company continues to believe that it has
good defenses to any such claims brought against it.

      Finally, the Year 2000 presents a number of other risks and uncertainties
that could affect the company, including utilities failures, competition for
personnel skilled in the resolution of Year 2000 issues, and the nature of
government responses to the issues, among others. While the company continues to
believe that the Year 2000 matters discussed above will not have a material
impact on its business, financial condition or results of operations, it remains
uncertain whether or to what extent the company may be affected.

      The Year 2000 statements set forth above are designated as "Year 2000
Readiness Disclosures" pursuant to the Year 2000 Information and Readiness
Disclosure Act (P.L. 105-271).

Forward Looking and Cautionary Statements

      Except for the historical information and discussions contained herein,
statements contained in this Form 10-Q (including statements in the Year 2000
discussion above) may constitute "forward looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. These statements
involve a number of risks, uncertainties and other factors that could cause
actual results to differ materially, including the company's failure to continue
to develop and market new and innovative products and services and to keep pace
with technological change; competitive pressures; failure to obtain or protect
intellectual property rights; the ultimate effect of the various Year 2000
issues on the company's business, financial condition or results of operations;
quarterly fluctuations in revenues and volatility of stock prices; the company's
ability to attract and retain key personnel; currency and customer financing
risks; dependence on certain suppliers; changes in the financial or business
condition of the company's distributors or resellers; the company's ability to
successfully manage acquisitions and alliances; legal, political and economic
changes and other risks, uncertainties and factors discussed elsewhere in this
Form 10-Q, in the company's other filings with the Securities and Exchange
Commission or in materials incorporated therein by reference.


                                      -21-
<PAGE>

                           Part II - Other Information

ITEM 6 (a). Exhibits

Exhibit Number

     11     Statement re: computation of per share earnings.

     12     Statement re: computation of ratios.

     27     Financial Data Schedule.

ITEM 6 (b). Reports on Form 8-K

      The company filed Form 8-K on July 21, 1999, with respect to the company's
financial results for the periods ended June 30, 1999 and included the unaudited
Consolidated Statement of Earnings, Consolidated Statement of Financial Position
and Segment Data for the periods ended June 30, 1999.

      The company filed Form 8-K on August 5, 1999, to properly reflect the
increased number of shares registered under registration statement number
33-54375. No financial statements were filed with this Form 8-K.

                                    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: November 12, 1999
- -----------------------

                                          By: Mark Loughridge
                                              -------------------
                                              Mark Loughridge
                                              Vice President and Controller


                                      -22-



                                                                      EXHIBIT 11

                        COMPUTATION OF BASIC AND DILUTED
                               EARNINGS PER SHARE
                                   (UNAUDITED)

                                                     For Quarter Ended
                                          --------------------------------------
                                          September 30, 1999  September 30, 1998
                                          ------------------  ------------------

Number of shares on which basic
  earnings per share is calculated:

Average outstanding during period             1,805,214,582     1,856,855,724*

Add - Incremental shares under stock
  compensation plans                             60,953,163        52,140,528*

Add - Incremental shares associated
  with contingently issuable shares               3,447,351                 0
                                             --------------    --------------
Number of shares on which diluted
  earnings per share is calculated            1,869,615,096     1,908,996,252*
                                             ==============    ==============
Net income applicable to common
  shareholders (millions)                    $        1,757    $        1,489

Less - net income applicable to
  contingently issuable shares (millions)                12                 0
                                             --------------    --------------
Net income on which diluted earnings
  per share is calculated (millions)         $        1,745    $        1,489
                                             ==============    ==============
Earnings per share of common
  stock - assuming dilution                  $         0.93    $         0.78*

Earnings per share of common
  stock - basic                              $         0.97    $         0.80*

* Adjusted to reflect a two-for-one stock split effective May 10, 1999.

      Stock options to purchase 22,701,344 shares and 27,600 shares were
outstanding as of September 30, 1999 and 1998, respectively, but were not
included in the computation of diluted earnings because the options' exercise
price was greater than the average market price of the common shares and,
therefore, the effect would have been antidilutive. Net income applicable to
common shareholders excludes preferred stock dividends of $5 million for the
three months ended September 30, 1999 and 1998.


                                      -23-
<PAGE>

                        COMPUTATION OF BASIC AND DILUTED
                        EARNINGS PER SHARE - (continued)
                                   (UNAUDITED)

                                                  For Nine Months Ended
                                          --------------------------------------

                                          September 30, 1999  September 30, 1998
                                          ------------------  ------------------
Number of shares on which basic
  earnings per share is calculated:

Average outstanding during period             1,813,707,108     1,878,833,270*

Add - Incremental shares under stock
  compensation plans                             61,009,102        52,192,788*
                                             --------------    --------------
Number of shares on which diluted
  earnings per share is calculated            1,874,716,210     1,931,026,058*
                                             ==============    ==============
Net income applicable to common
  shareholders (millions)                    $        5,608    $        3,967

Less - net income applicable to
  contingently issuable shares (millions)                 0                 0
                                             --------------    --------------
Net income on which diluted earnings
  per share is calculated (millions)         $        5,608    $        3,967
                                             ==============    ==============
Earnings per share of common
  stock - assuming dilution                  $         2.99    $         2.05*

Earnings per share of common
  stock - basic                              $         3.09    $         2.11*

* Adjusted to reflect a two-for-one stock split effective May 10, 1999.

      Stock options to purchase 23,240,852 shares as of September 30, 1999 and
377,700 shares as of September 30, 1998 were outstanding, but were not included
in the computation of diluted earnings because the options' exercise price was
greater than the average market price of the common shares, and therefore, the
effect would have been antidilutive. In addition, 3,215,252 restricted stock
units as of September 30, 1999 relating to the company's Long-Term Performance
Plan were not included in the computation of diluted earnings as their effect
would have been antidilutive. Net income applicable to common shareholders
excludes preferred stock dividends of $15 million for the nine months ended
September 30, 1999 and 1998.


                                      -24-



                                                                      EXHIBIT 12

             COMPUTATION OF RATIO OF NET INCOME TO FIXED CHARGES AND
       NET INCOME TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
                       FOR NINE MONTHS ENDED SEPTEMBER 30
                                   (UNAUDITED)

(Dollars in millions)

                                                               1999        1998
                                                               ----        ----

Income before income taxes (1)                               $ 8,697      $5,720

Add: Fixed charges, excluding
  capitalized interest                                         1,448       1,512
                                                             -------      ------

Income as adjusted before income taxes                       $10,145      $7,232
                                                             =======      ======

Fixed charges:
  Interest expense                                           $ 1,098      $1,154
  Capitalized interest                                            23          20
  Portion of rental expense representative of
    interest                                                     350         358
                                                             -------      ------

Total fixed charges                                          $ 1,471      $1,532
                                                             =======      ======

Preferred stock dividends (2)                                     23          21
                                                             -------      ------

Combined fixed charges and preferred stock
  dividends                                                  $ 1,494      $1,553
                                                             =======      ======

Ratio of net income to fixed charges                            6.90        4.72

Ratio of net income to combined fixed charges
and preferred stock dividends                                   6.79        4.66

(1) Income before income taxes excludes the company's share in the income and
losses of less-than-fifty percent-owned affiliates.

(2) Included in the ratio computation are preferred stock dividends of $15
million for the first nine months of 1999 and 1998, or $23 million and $21
million, respectively, representing the pre-tax income that would be required to
cover those dividend requirements based on the company's effective tax rate for
the nine months ended September 30, 1999 and 1998.


                                      -25-
<PAGE>

                               SEGMENT INFORMATION
                                   (UNAUDITED)

                                Hardware Segments

                                                Personal                 Global
(Dollars in millions)              Technology    Systems     Server     Services
- --------------------------------------------------------------------------------
Quarter Ended September 30, 1999:

External revenue                     $ 3,100     $ 3,716     $ 1,946     $7,898
Internal revenue                         883          12          72        688
                                     -------     -------     -------     ------
  Total revenue                      $ 3,983     $ 3,728     $ 2,018     $8,586
                                     =======     =======     =======     ======
Pre-tax income (loss)                $   285     $   (69)    $   295     $1,174
                                     =======     =======     =======     ======

Revenue year-to-year change             (1.0)%      11.3%      (29.7)%     10.2%
Pre-tax income year-to-year change     108.0%       43.4%      (59.6)%     38.1%
Pre-tax income margin                    7.2%       (1.9)%      14.6%      13.7%

Quarter Ended September 30, 1998:

External revenue                     $ 2,824     $ 3,343     $ 2,751     $7,046
Internal  revenue                      1,200           8         120        742
                                     -------     -------     -------     ------
Total revenue                        $ 4,024     $ 3,351     $ 2,871     $7,788
                                     =======     =======     =======     ======
Pre-tax income (loss)                $   137     $  (122)    $   731     $  850
                                     =======     =======     =======     ======

Pre-tax income margin                    3.4%       (3.6)%      25.5%      10.9%

Reconciliations to IBM as Reported:

                                       Quarter Ended        Quarter Ended
(Dollars in millions)               September 30, 1999   September 30, 1998
                                    ------------------   ------------------
Revenue:
Total reportable segments                 $ 23,096            $ 22,517
Eliminations/other                          (1,952)             (2,422)
                                          --------            --------
   Total IBM Consolidated                 $ 21,144            $ 20,095
                                          ========            ========

Pretax income:
Total reportable segments                 $  2,515            $  2,267
Sales of IBM's Global Network                  586                   0
Third quarter actions                         (385)                  0
Eliminations/other                             (87)               (135)
                                          --------            --------
   Total IBM Consolidated                 $  2,629            $  2,132
                                          ========            ========


                                      -26-
<PAGE>

                    Global           Enterprise             Total
Software          Financing         Investments            Segments
- -------------------------------------------------------------------

$ 3,010              $786              $ 619               $21,075
    168               194                  4                 2,021
- -------              ----              -----               -------
$ 3,178              $980              $ 623               $23,096
=======              ====              =====               =======
$   597              $322              $ (89)              $ 2,515
=======              ====              =====               =======

    6.0%             11.0%               3.7%                  2.6%
    8.0%             14.2%              45.7%                 10.9%
   18.8%             32.9%             (14.3)%                10.9%

$ 2,808              $706              $ 585               $20,063
    191               177                 16                 2,454
- -------              ----              -----               -------
$ 2,999              $883              $ 601               $22,517
=======              ====              =====               =======
$   553              $282              $(164)              $ 2,267
=======              ====              =====               =======

   18.4%             31.9%             (27.3)%                10.1%


                                      -27-
<PAGE>

                               SEGMENT INFORMATION
                                   (UNAUDITED)

                                Hardware Segments

<TABLE>
<CAPTION>
                                                      Personal                Global
(Dollars in millions)                    Technology    Systems    Server     Services
- -------------------------------------------------------------------------------------
<S>                                       <C>         <C>         <C>        <C>
Nine Months Ended September 30, 1999:

External revenue                          $  9,032    $ 11,178    $ 6,368    $23,436
Internal revenue                             2,794          26        237      1,985
                                          --------    --------    -------    -------
Total revenue                             $ 11,826    $ 11,204    $ 6,605    $25,421
                                          ========    ========    =======    =======
Pre-tax income (loss)                     $    485    $   (311)   $ 1,309    $ 3,284
                                          ========    ========    =======    =======

Revenue year-to-year change                    1.3%       34.1%     (11.4)%     13.5%
Pre-tax income year-to-year change           (26.1)%      69.4%     (26.9)%     30.0%
Pre-tax income margin                          4.1%       (2.8)%   19.8 %       12.9%

Nine Months Ended September 30, 1998:

External revenue                          $  8,369    $  8,335    $ 7,159    $20,356
Internal  revenue                            3,306          21        298      2,033
                                          --------    --------    -------    -------
Total revenue                             $ 11,675     $8, 356    $ 7,457    $22,389
                                          ========    ========    =======    =======
Pre-tax income (loss)                     $    656    $ (1,016)   $ 1,790    $ 2,526
                                          ========    ========    =======    =======

Pre-tax income margin                          5.6%      (12.2)%     24.0%      11.3%
</TABLE>

Reconciliations to IBM as Reported:

                                   Nine Months Ended      Nine Months Ended
(Dollars in millions)              September 30, 1999     September 30, 1998
                                   ------------------     ------------------
Revenue:
Total reportable segments               $ 69,393              $ 63,106
Eliminations/other                        (6,027)               (6,570)
                                        --------              --------
Total IBM Consolidated                  $ 63,366              $ 56,536
                                        ========              ========
Pretax income:
Total reportable segments               $  7,406              $  6,105
Sales of IBM's Global Network              4,016                     0
Second and third quarter actions          (2,205)                    0
Eliminations/other                          (445)                 (367)
                                        --------              --------
  Total IBM Consolidated                $  8,772              $  5,738
                                        ========              ========


                                      -28-
<PAGE>

                Global        Enterprise         Total
Software      Financing      Investments        Segments

 $9,056         $2,274         $ 1,829          $63,173
    561            599              18            6,220
 ------         ------         -------          -------
 $9,617         $2,873         $ 1,847          $69,393
 ======         ======         =======          =======
 $1,954         $  947         $  (262)         $ 7,406
 ======         ======         =======          =======

    8.4%           7.4%            9.7%            10.0%
   10.1%          11.4%           44.8%            21.3%
   20.3%          33.0%          (14.2)%           10.7%

 $8,318         $2,172         $ 1,643          $56,352
    552            504              40            6,754
 ------         ------         -------          -------
 $8,870         $2,676         $ 1,683          $63,106
 ======         ======         =======          =======
 $1,774         $  850         $  (475)         $ 6,105
 ======         ======         =======          =======

   20.0%          31.8%          (28.2)%            9.7%


                                      -29-
<PAGE>

                         EXHIBITS OMITTED FROM THIS COPY

The Financial Data Schedule

Copies of this exhibit may be obtained without charge from the First Chicago
Trust Company of New York, Suite 4688, P.O. Box 2530, Jersey City, New Jersey
07303-2530.


                                      -30-


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM IBM
CORPORATION'S FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCAIL STATEMENTS.
</LEGEND>
<MULTIPLIER>                  1,000,000


<S>                             <C>
<PERIOD-TYPE>                         9-MOS
<FISCAL-YEAR-END>               DEC-31-1999
<PERIOD-END>                    SEP-30-1999
<CASH>                                6,026
<SECURITIES>                          1,444
<RECEIVABLES>                        20,379
<ALLOWANCES>                              0
<INVENTORY>                           5,130
<CURRENT-ASSETS>                     42,877
<PP&E>                               40,812
<DEPRECIATION>                       23,349
<TOTAL-ASSETS>                       85,375
<CURRENT-LIABILITIES>                37,778
<BONDS>                                   0
                11,850
                               0
<COMMON>                                247
<OTHER-SE>                            7,971
<TOTAL-LIABILITY-AND-EQUITY>         85,375
<SALES>                              26,803
<TOTAL-REVENUES>                     63,366
<CGS>                                19,559
<TOTAL-COSTS>                        40,320
<OTHER-EXPENSES>                     14,141
<LOSS-PROVISION>                          0
<INTEREST-EXPENSE>                      556
<INCOME-PRETAX>                       8,772
<INCOME-TAX>                          3,149
<INCOME-CONTINUING>                   5,623
<DISCONTINUED>                            0
<EXTRAORDINARY>                           0
<CHANGES>                                 0
<NET-INCOME>                          5,623
<EPS-BASIC>                          3.09
<EPS-DILUTED>                          2.99



</TABLE>


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