UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report:  July 17, 2013

(Date of earliest event reported)

INTERNATIONAL BUSINESS MACHINES CORPORATION

(Exact name of registrant as specified in its charter)

914-499-1900

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition.

The registrant’s press release dated July 17, 2013, regarding its financial results for the periods ended June 30, 2013, including consolidated financial statements for the periods ended June 30, 2013, is Attachment I of this Form 8-K.  Attachment II are the slides for IBM’s Chief Financial Officer Mark Loughridge’s second quarter earnings presentation on July 17, 2013, as well as certain reconciliation and other information (“Non-GAAP Supplemental Materials”) for information in Attachment I (press release), Attachment II (slides) and in Mr. Loughridge’s presentation. All of the information in Attachment I and II is hereby filed.

IBM’s web site (www.ibm.com) contains a significant amount of information about IBM, including financial and other information for investors (www.ibm.com/investor/).  IBM encourages investors to visit its various web sites from time to time, as information is updated and new information is posted.

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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, hereunto duly authorized.

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ATTACHMENT I

IBM REPORTS 2013 SECOND-QUARTER RESULTS

RAISES 2013 OPERATING EPS EXPECTATION BY $0.20 to $16.90,

EXCLUDING $1 BILLION SECOND-QUARTER WORKFORCE REBALANCING CHARGE

·      GAAP Results:

·      Diluted EPS: $2.91, down 13 percent;

·      Net income: $3.2 billion, down 17 percent;

·      Gross profit margin: 48.7 percent, up 1.0 points;

·      Operating(non-GAAP) Results, excluding workforce rebalancing charges (most indicative of operational trajectory):

·      Diluted EPS: $3.91, up 8 percent, excluding workforce rebalancing charges;

·      Net income: $4.3 billion, up 3 percent, excluding workforce rebalancing charges;

·      Gross profit margin: 49.7 percent, up 1.4 points;

·      2013 full-year operating (non-GAAP) EPS expectations excluding $1 billion second-quarter workforce rebalancing charge: up $0.20 to at least $16.90;

·      Operating (non-GAAP) Results, including workforce rebalancing charges:

·      Diluted EPS: $3.22, down 8 percent; including workforce rebalancing charges;

·      Net income: $3.6 billion, down 12 percent; including workforce rebalancing charges;

·      Gross profit margin: 49.7 percent, up 1.4 points;

·      2013 full-year “all in” operating (non-GAAP) EPS expectations, including $1 billion second-quarter workforce rebalancing charge: down $0.45 to at least $16.25, driven by reduction in anticipated second-half gains and $0.20 operating improvement;

·      Revenue: $24.9 billion, down 3 percent, down 1 percent adjusting for currency:

·      Software revenue up 4 percent, up 5 percent adjusting for currency;

·       Key branded middleware up 9 percent; up 10 percent adjusting for currency;

·      Services revenue down 4 percent, down 1 percent adjusting for currency;

·       Global Business Services revenue down 1 percent, up 2 percent adjusting for currency;

·      Services backlog of $141 billion, up 3 percent, up 7 percent adjusting for currency;

·      Systems and Technology revenue down 12 percent, down 11 percent adjusting for currency:

·       System z mainframe revenue up 10 percent; up 11 percent adjusting for currency;

·      Growth markets revenue flat, up 1 percent adjusting for currency;

·      Business analytics revenue up 11 percent;

·      Smarter Planet revenue up more than 25 percent in first half;

·      Cloud revenue up more than 70 percent in first half;

ARMONK, N.Y., July 17, 2013 . . . IBM (NYSE: IBM) today announced second-quarter 2013 diluted earnings of $2.91 per share, compared with diluted earnings of $3.34 per share in the second quarter of 2012, a decrease of 13 percent.  Operating (non-GAAP) diluted earnings were $3.22 per share, including workforce rebalancing charges, compared with operating diluted earnings of $3.51 per share in the second quarter of 2012, a decrease of 8 percent.  Operating (non-GAAP) diluted earnings per share were $3.91, an increase of 8 percent, excluding the impact of workforce rebalancing charges.

Second-quarter net income was $3.2 billion compared with $3.9 billion in the second quarter of 2012, a decrease of 17 percent.  Operating (non-GAAP) net income

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was $3.6 billion, including workforce rebalancing charges, compared with $4.1 billion in the second quarter of 2012, a decrease of 12 percent.  Operating (non-GAAP) net income, excluding the impact of workforce rebalancing, was $4.3 billion, an increase of 3 percent.

Total revenues for the second quarter of 2013 of $24.9 billion were down 3 percent (down 1 percent, adjusting for currency) from the second quarter of 2012.

“In the second quarter, we delivered strong performance in our higher-value software and mainframe businesses and again significantly increased our services backlog on growth in new business,” said Ginni Rometty, IBM chairman, president and chief executive officer.

“Going forward, we will continue investing in our strategic growth initiatives, acquiring and divesting capabilities, re-balancing skills and taking action in the areas that are not performing.  We expect continued improvement through the second half of the year and remain confident that we will achieve our increased 2013 operating EPS expectation of at least $16.90, excluding the $1 billion workforce rebalancing charge in the second quarter.”

Second-Quarter GAAP — Operating (non-GAAP) Reconciliation

Second-quarter operating (non-GAAP) diluted earnings exclude $0.31 per share of charges: $0.15 per share for the amortization of purchased intangible assets and other acquisition-related charges, and $0.16 per share for retirement-related charges driven by changes to plan assets and liabilities primarily related to market performance.

Full-Year 2013 Expectations

The company said that a substantial second-half gain that it was expecting in its prior view of earnings per share will not likely be achieved the end of 2013.  As a result, the company updated its prior full-year EPS expectations, including the impact of a second-quarter $1 billion workforce rebalancing charge, to at least $16.25, with the net impact of $0.45 driven by the elongated discussions for its larger divestiture project.  IBM’s full-year 2013 EPS expectations are as follows:

Full-year GAAP diluted earnings per share expectations are at least $15.08. Operating (non-GAAP) diluted earnings per share expectations are being raised to at least $16.90, excluding the second-quarter $1 billion workforce rebalancing charge. Operating (non-GAAP) earnings per share expectations are at least $16.25, including the second-quarter $1 billion workforce rebalancing charge.

The 2013 operating (non-GAAP) earnings expectations exclude $1.17 per share of charges for amortization of purchased intangible assets, other acquisition-related charges, and retirement-related charges.

Geographic Regions

The Americas’ second-quarter revenues were $10.7 billion, a decrease of 3 percent (down 3 percent, adjusting for currency) from the 2012 period.  Revenues from Europe/Middle East/Africa were flat at $7.8 billion (down 1 percent adjusting for currency).  Asia-Pacific revenues decreased 8 percent (flat, adjusting for currency) to $5.8 billion.  OEM revenues were $538 million, up 5 percent (up 6 percent adjusting for currency) compared with the 2012 second quarter.

Growth Markets

Revenues from the company’s growth markets were flat (up 1 percent, adjusting for currency).  Revenues in the BRIC countries — Brazil, Russia, India and China — were flat (up 1 percent, adjusting for currency).

Services

Global Technology Services segment revenues decreased 5 percent (down 2 percent, adjusting for currency) to $9.5 billion.  Global Business Services segment revenues were down 1 percent (up 2 percent, adjusting for currency) to $4.6 billion.

Pre-tax income from Global Technology Services decreased 14 percent and pre-tax margin decreased to 15.4 percent.  Pre-tax income from Global Technology Services increased 3 percent and pre-tax margin increased to 19.0 percent, excluding the impact of workforce rebalancing.  Global Business Services pre-tax income decreased

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22 percent and pre-tax margin decreased to 13.0 percent.  Global Business Services pre-tax income increased 2 percent and pre-tax margin increased to 17.9 percent, excluding the impact of workforce rebalancing.

The estimated services backlog at June 30 was $141 billion, up 3 percent year over year at actual rates (up 7 percent, adjusting for currency).

Software

Revenues from the Software segment were $6.4 billion, up 4 percent (up 5 percent, adjusting for currency) compared with the second quarter of 2012.  Software pre-tax income decreased 2 percent and pre-tax margin decreased to 34.1 percent. Software pre-tax income increased 6 percent and pre-tax margin increased to 37.2 percent, excluding the impact of workforce rebalancing.

Revenues from IBM’s key middleware products, which include WebSphere, Information Management, Tivoli, Social Workforce Solutions (formerly Lotus) and Rational products, were $4.3 billion, up 9 percent (up 10 percent, adjusting for currency) versus the second quarter of 2012.  Operating systems revenues of $606 million were down 4 percent (down 2 percent, adjusting for currency) compared with the prior-year quarter.

Revenues from the WebSphere family of software products increased 9 percent year over year.  Information Management software revenues increased 5 percent.  Revenues from Tivoli software increased 13 percent.  Revenues from Social Workforce Solutions increased 22 percent, and Rational software increased 12 percent.

Hardware

Revenues from the Systems and Technology segment totaled $3.8 billion for the quarter, down 12 percent (down 11 percent, adjusting for currency) from the second quarter of 2012.  Excluding Retail Store Solutions (RSS), revenues were down 8 percent (down 7 percent adjusting for currency).  Systems and Technology pre-tax income decreased $375 million.  Systems and Technology pre-tax income decreased $199 million, excluding the impact of workforce rebalancing.

Total systems revenues, excluding RSS, decreased 10 percent (down 9 percent, adjusting for currency).  Revenues from Power Systems were down 25 percent compared with the 2012 period.  Revenues from System x were down 11 percent.  Revenues from System z mainframe server products increased 10 percent compared with the year-ago period.  Total delivery of System z computing power, as measured in MIPS (millions of instructions per second), increased 23 percent.  Revenues from System Storage decreased 7 percent.  Revenues from Microelectronics OEM increased 6 percent.

Financing

Global Financing segment revenues decreased 6 percent (down 4 percent, adjusting for currency) in the second quarter at $487 million.  Pre-tax income for the segment increased 4 percent to $550 million, excluding the impact of workforce rebalancing, pre-tax income increased 5 percent to $552 million.

Gross Profit

The company’s total gross profit margin was 48.7 percent in the 2013 second quarter compared with 47.6 percent in the 2012 second-quarter period.  Total operating (non-GAAP) gross profit margin was 49.7 percent in the 2013 second quarter compared with 48.2 percent in the 2012 second-quarter period, with increases in Global Technology Services, Global Business Services, Software and Global Financing.

Expense

Total expense and other income increased 12 percent to $8.0 billion compared with the prior year period.  Total expense and other income was $7.0 billion, excluding the impact of workforce rebalancing.  S,G&A expense of $6.7 billion increased 14 percent year over year.  S,G&A expense was $5.7 billion, excluding the impact of workforce rebalancing.  R,D&E expense of $1.5 billion decreased 2 percent compared with the year-ago period.  Intellectual property and custom development income decreased to $247 million compared with $289 million a year ago.  Other (income) and expense was income of $91 million compared with prior-year income of

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$132 million.  Interest expense decreased to $98 million compared with $117 million in the prior year.

Total operating (non-GAAP) expense and other income increased 11 percent to $7.8 billion compared with the prior-year period.  Total operating (non-GAAP) expense and other income was $6.8 billion, excluding the impact of workforce rebalancing. Operating (non-GAAP) S,G&A expense increased 14 percent to $6.5 billion compared with the prior-year period.  Operating (non-GAAP) S,G&A expense, excluding the impact of workforce rebalancing, was $5.5 billion.  Operating (non-GAAP) R,D&E expense of $1.5 billion was down 4 percent compared with the year-ago period.

Pre-Tax Income

Pre-tax income decreased 20 percent to $4.1 billion and pre-tax margin of 16.6 percent was down 3.4 points compared with the prior-year period.  Operating (non-GAAP) pre-tax income decreased 16 percent to $4.6 billion and pre-tax margin was 18.4 percent, down 2.7 points.  Operating (non-GAAP) pre-tax income, excluding the impact of workforce rebalancing, was $5.6 billion.

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IBM’s tax rate was 22.1 percent, down 2.7 points year over year; operating (non-GAAP) tax rate was 22.0 percent, down 3.0 points compared to the year-ago period.

Net income margin decreased 2.1 points to 12.9 percent.  Total operating (non-GAAP) net income margin decreased 1.5 points to 14.4 percent.  Total operating (non-GAAP) net income margin, excluding the impact of workforce rebalancing, was 17.4 percent.

The weighted-average number of diluted common shares outstanding in the second-quarter 2013 was 1.11 billion compared with 1.16 billion shares in the same period of 2012.  As of June 30, 2013, there were 1.10 billion basic common shares outstanding.

Debt, including Global Financing, totaled $34.1 billion, compared with $33.3 billion at year-end 2012.  From a management segment view, Global Financing debt totaled $24.9 billion versus $24.5 billion at year-end 2012, resulting in a debt-to-equity ratio of 7.2 to 1.  Non-global financing debt totaled $9.3 billion, an increase of $0.5 billion since year-end 2012, resulting in a debt-to-capitalization ratio of 39.1 percent from 36.1 percent.

IBM ended the second-quarter 2013 with $10.4 billion of cash on hand and generated free cash flow of $2.7 billion, excluding Global Financing receivables, down approximately $1.0 billion year over year.  The company returned $4.6 billion to shareholders through $1.0 billion in dividends and $3.6 billion of share repurchases.

Year-To-Date 2013 Results

Net income for the six months ended June 30, 2013 was $6.3 billion compared with $6.9 billion in the year-ago period, a decrease of 10 percent.  Diluted earnings per share were $5.60 compared with $5.95 per diluted share for the 2012 period, a decrease of 6 percent.  Revenues for the six-month period totaled $48.3 billion, a decrease of 4 percent (down 2 percent, adjusting for currency) compared with $50.5 billion for the six months of 2012.

Operating (non-GAAP) net income for the six months ended June 30, 2013 was $7.0 billion compared with $7.3 billion in the year-ago period, a decrease of 5 percent.  Operating (non-GAAP) net income, excluding the impact of second-quarter workforce rebalancing charges, was $7.7 billion.  Operating (non-GAAP) diluted earnings per share were $6.23 compared with $6.29 per diluted share for the 2012 period, a decrease of 1 percent.  Operating (non-GAAP) diluted earnings per share, excluding the impact of second-quarter workforce rebalancing charges, was $6.90 per share, an increase of 8 percent.

Forward-Looking and Cautionary Statements

Except for the historical information and discussions contained herein, statements contained in this release 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

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and financial performance.  These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, including the following: a downturn in economic environment and corporate IT spending budgets; the company’s failure to meet growth and productivity objectives, a failure of the company’s innovation initiatives; 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; cybersecurity and data privacy considerations; fluctuations in financial results and purchases, impact of local legal, economic, political and health conditions; adverse effects from environmental matters, tax matters and the company’s pension plans; ineffective internal controls; the company’s use of accounting estimates; the company’s ability to attract and retain key personnel and its reliance on critical skills; impacts of relationships with critical suppliers and business with government clients; currency fluctuations and customer financing risks; impact of changes in market liquidity conditions and customer credit risk on receivables; reliance on third party distribution channels; the company’s ability to successfully manage acquisitions and alliances; risk factors related to IBM securities; and other risks, uncertainties and factors discussed in the company’s Form 10-Q, Form 10-K and in the company’s other filings with the U.S. Securities and Exchange Commission (SEC) or in materials incorporated therein by reference.  Any forward-looking statement in this release speaks only as of the date on which it is made.  The company assumes no obligation to update or revise any forward-looking statements.

Presentation of Information in this Press Release

In an effort to provide investors with additional information regarding the company’s results as determined by generally accepted accounting principles (GAAP), the company has also disclosed in this press release the following non-GAAP information which management believes provides useful information to investors:

IBM results and expectations —

·                       presenting operating (non-GAAP) earnings per share amounts and related income statement items;

·                       presenting non-global financing debt-to-capitalization ratio;

·                       adjusting for free cash flow;

·                       adjusting for currency (i.e., at constant currency);

·                       adjusting for the divestiture of RSS;

·                       adjusting for workforce rebalancing.

The rationale for management’s use of non-GAAP measures is included as part of the supplemental materials presented within the second-quarter earnings materials.  These materials are available on the IBM investor relations Web site at www.ibm.com/investor and are being included in Attachment II (“Non-GAAP Supplemental Materials”) to the Form 8-K that includes this press release and is being submitted today to the SEC.

Conference Call and Webcast

IBM’s regular quarterly earnings conference call is scheduled to begin at 4:30 p.m. EDT, today.  The Webcast may be accessed via a link at http://www.ibm.com/investor/events/2q13.phtml.  Presentation charts will be available shortly before the Webcast.

Financial Results Below (certain amounts may not add due to use of rounded numbers; percentages presented are calculated from the underlying whole-dollar amounts).

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INTERNATIONAL BUSINESS MACHINES CORPORATION

COMPARATIVE FINANCIAL RESULTS

(Unaudited; Dollars in millions except per share amounts)

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INTERNATIONAL BUSINESS MACHINES CORPORATION

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(Unaudited)

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INTERNATIONAL BUSINESS MACHINES CORPORATION

CASH FLOW ANALYSIS

(Unaudited)

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INTERNATIONAL BUSINESS MACHINES CORPORATION

SEGMENT DATA

(Unaudited)

*Normalized for second-quarter workforce rebalancing charges