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Table of Contents
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, 2023
1-2360
(Commission file number)
INTERNATIONAL BUSINESS MACHINES CORPORATION
(Exact name of registrant as specified in its charter)
New York
(State of incorporation)
13-0871985
(IRS employer identification number)
One New Orchard Road
Armonk, New York
(Address of principal executive offices)
10504
(Zip Code)
914-499-1900
(Registrant’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange
on which registered
Capital stock, par value $.20 per shareIBMNew York Stock Exchange
NYSE Chicago
1.125% Notes due 2024IBM 24ANew York Stock Exchange
2.875% Notes due 2025IBM 25ANew York Stock Exchange
0.950% Notes due 2025IBM 25BNew York Stock Exchange
0.875% Notes due 2025IBM 25CNew York Stock Exchange
0.300% Notes due 2026IBM 26BNew York Stock Exchange
1.250% Notes due 2027IBM 27BNew York Stock Exchange
3.375% Notes due 2027IBM 27FNew York Stock Exchange
0.300% Notes due 2028IBM 28BNew York Stock Exchange
1.750% Notes due 2028IBM 28ANew York Stock Exchange
1.500% Notes due 2029IBM 29New York Stock Exchange
0.875% Notes due 2030IBM 30ANew York Stock Exchange
1.750% Notes due 2031IBM 31New York Stock Exchange
3.625% Notes due 2031IBM 31BNew York Stock Exchange
0.650% Notes due 2032IBM 32ANew York Stock Exchange
1.250% Notes due 2034IBM 34New York Stock Exchange
3.750% Notes due 2035IBM 35New York Stock Exchange
4.875% Notes due 2038IBM 38New York Stock Exchange
1.200% Notes due 2040IBM 40New York Stock Exchange
4.000% Notes due 2043IBM 43New York Stock Exchange
7.00% Debentures due 2025IBM 25New York Stock Exchange
6.22% Debentures due 2027IBM 27New York Stock Exchange
6.50% Debentures due 2028IBM 28New York Stock Exchange
5.875% Debentures due 2032IBM 32DNew York Stock Exchange
7.00% Debentures due 2045IBM 45New York Stock Exchange
7.125% Debentures due 2096IBM 96New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section l3 or l5(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer ☐
Non-accelerated filer
☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The registrant had 913,118,581 shares of common stock outstanding at September 30, 2023.

Table of Contents
Index

Page
2
Table of Contents
Part I - Financial Information
Item 1. Consolidated Financial Statements:
INTERNATIONAL BUSINESS MACHINES CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED INCOME STATEMENT
(UNAUDITED)
Three Months Ended September 30, Nine Months Ended September 30,
(Dollars in millions except per share amounts) 2023 2022 2023 2022
Revenue:    
Services$7,541 $7,365 $22,618 $22,708 
Sales7,025 6,565 21,296 20,652 
Financing186 176 566 479 
Total revenue14,752 14,107 44,479 43,840 
Cost:    
Services5,217 5,168 15,821 15,915 
Sales1,419 1,389 4,329 4,555 
Financing94 120 297 314 
Total cost6,729 6,677 20,446 20,784 
Gross profit8,023 7,430 24,033 23,055 
Expense and other (income):    
Selling, general and administrative4,458 4,391 14,212 13,843 
Research, development and engineering1,685 1,611 5,027 4,963 
Intellectual property and custom development income(190)(121)(618)(418)
Other (income) and expense(215)5,755 (721)5,921 
Interest expense412 295 1,202 903 
Total expense and other (income)6,150 11,931 19,102 25,212 
Income/(loss) from continuing operations before income taxes1,873 (4,501)4,931 (2,156)
Provision for/(benefit from) income taxes159 (1,287)702 (1,070)
Income/(loss) from continuing operations
$1,714 $(3,214)$4,229 $(1,087)
Income/(loss) from discontinued operations, net of tax(10)18 (15)16 
Net income/(loss)$1,704 $(3,196)*$4,214 $(1,071)*
Earnings/(loss) per share of common stock:    
Assuming dilution:    
Continuing operations$1.86 $(3.55)$4.59 $(1.21)
Discontinued operations(0.01)0.02 (0.02)0.02 
Total$1.84 $(3.54)$4.58 $(1.19)
Basic:    
Continuing operations$1.88 $(3.55)$4.65 $(1.21)
Discontinued operations(0.01)0.02 (0.02)0.02 
Total$1.87 $(3.54)$4.63 $(1.19)
Weighted-average number of common shares outstanding: (millions)    
Assuming dilution923.7 904.1 920.3 901.6 
Basic912.8 904.1 910.1 901.6 
* Includes the impact of a one-time, non-cash pension settlement charge. Refer to note 18, "Retirement-Related Benefits," for additional information.
(Amounts may not add due to rounding.)
(The accompanying notes are an integral part of the financial statements.)
3
Table of Contents
INTERNATIONAL BUSINESS MACHINES CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(UNAUDITED)
Three Months Ended September 30, Nine Months Ended September 30,
(Dollars in millions) 2023 2022 2023 2022
Net income/(loss)$1,704 $(3,196)$4,214 $(1,071)
Other comprehensive income/(loss), before tax:    
Foreign currency translation adjustments151 143 180 799 
Net changes related to available-for-sale securities:    
Unrealized gains/(losses) arising during the period0 0 (1)(1)
Reclassification of (gains)/losses to net income— — — — 
Total net changes related to available-for-sale securities0 0 (1)(1)
Unrealized gains/(losses) on cash flow hedges:    
Unrealized gains/(losses) arising during the period131 189 279 449 
Reclassification of (gains)/losses to net income202 (12)51 4 
Total unrealized gains/(losses) on cash flow hedges333 178 330 453 
Retirement-related benefit plans:    
Prior service costs/(credits)— 412 — 408 
Net (losses)/gains arising during the period102 53 104 63 
Curtailments and settlements2 5,913 7 5,931 
Amortization of prior service (credits)/costs(2)3 (6)16 
Amortization of net (gains)/losses128 388 389 1,305 
Total retirement-related benefit plans230 6,768 494 7,722 
Other comprehensive income/(loss), before tax714 7,089 1,003 8,973 
Income tax (expense)/benefit related to items of other comprehensive income(313)(2,058)(361)(2,877)
Other comprehensive income/(loss), net of tax402 5,030 642 6,096 
Total comprehensive income$2,105 $1,834 $4,857 $5,025 
(Amounts may not add due to rounding.)
(The accompanying notes are an integral part of the financial statements.)
4
Table of Contents
INTERNATIONAL BUSINESS MACHINES CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
ASSETS
(Dollars in millions)At September 30, 2023At December 31, 2022
Assets:  
Current assets:  
Cash and cash equivalents$7,257 $7,886 
Restricted cash19 103 
Marketable securities3,721 852 
Notes and accounts receivable — trade (net of allowances of $198 in 2023 and $233 in 2022)
5,330 6,541 
Short-term financing receivables:
Held for investment (net of allowances of $133 in 2023 and $145 in 2022)
5,032 6,851 
Held for sale593 939 
Other accounts receivable (net of allowances of $106 in 2023 and $89 in 2022)
842 817 
Inventory, at lower of average cost or net realizable value:
Finished goods159 158 
Work in process and raw materials1,239 1,394 
Total inventory1,399 1,552 
Deferred costs931 967 
Prepaid expenses and other current assets2,582 2,611 
Total current assets27,705 29,118 
Property, plant and equipment18,217 18,695 
Less: Accumulated depreciation12,848 13,361 
Property, plant and equipment — net5,369 5,334 
Operating right-of-use assets — net3,112 2,878 
Long-term financing receivables (net of allowances of $26 in 2023 and $28 in 2022)
4,789 5,806 
Prepaid pension assets8,901 8,236 
Deferred costs822 866 
Deferred taxes6,168 6,256 
Goodwill59,596 55,949 
Intangible assets — net11,278 11,184 
Investments and sundry assets1,582 1,617 
Total assets$129,321 $127,243 
(Amounts may not add due to rounding.)
(The accompanying notes are an integral part of the financial statements.)
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INTERNATIONAL BUSINESS MACHINES CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET – (CONTINUED)
(UNAUDITED)
LIABILITIES AND EQUITY
(Dollars in millions except per share amounts)At September 30, 2023At December 31, 2022
Liabilities:
Current liabilities:  
Taxes$1,559 $2,196 
Short-term debt6,414 4,760 
Accounts payable3,342 4,051 
Compensation and benefits3,257 3,481 
Deferred income11,917 12,032 
Operating lease liabilities807 874 
Other accrued expenses and liabilities3,309 4,111 
Total current liabilities30,606 31,505 
Long-term debt48,828 46,189 
Retirement and nonpension postretirement benefit obligations9,090 9,596 
Deferred income3,085 3,499 
Operating lease liabilities2,476 2,190 
Other liabilities12,081 12,243 
Total liabilities106,165 105,222 
Equity:  
IBM stockholders’ equity:  
Common stock, par value $0.20 per share, and additional paid-in capital
59,313 58,343 
Shares authorized: 4,687,500,000
  
Shares issued: 2023 - 2,265,198,427
  
2022 - 2,257,116,920
  
Retained earnings149,506 149,825 
Treasury stock - at cost(169,640)(169,484)
Shares: 2023 - 1,352,079,846
  
2022 - 1,351,024,943
  
Accumulated other comprehensive income/(loss)(16,098)(16,740)
Total IBM stockholders’ equity23,081 21,944 
Noncontrolling interests75 77 
Total equity23,156 22,021 
Total liabilities and equity$129,321 $127,243 
(Amounts may not add due to rounding.)
(The accompanying notes are an integral part of the financial statements.)
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INTERNATIONAL BUSINESS MACHINES CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
Nine Months Ended September 30,
(Dollars in millions) 2023 2022*
Cash flows from operating activities:  
Net income/(loss)$4,214 $(1,071)
Adjustments to reconcile net income/(loss) to cash provided by operating activities:  
Pension settlement charge— 5,894 
Depreciation1,568 1,837 
Amortization of intangibles1,676 1,828 
Stock-based compensation843 739 
Net (gain)/loss on asset sales and other(89)(60)
Changes in operating assets and liabilities, net of acquisitions/divestitures1,257 (2,695)**
Net cash provided by operating activities9,468 6,470 
Cash flows from investing activities:  
Payments for property, plant and equipment(945)(937)
Proceeds from disposition of property, plant and equipment137 98 
Investment in software(417)(479)
Acquisition of businesses, net of cash acquired(4,945)(1,020)
Divestitures of businesses, net of cash transferred(4)1,271 
Purchases of marketable securities and other investments(10,374)(4,474)
Proceeds from disposition of marketable securities and other investments6,642 2,655 
Net cash provided by/(used in) investing activities(9,906)(2,883)
Cash flows from financing activities:  
Proceeds from new debt9,586 7,797 
Payments to settle debt(4,973)(5,446)
Short-term borrowings/(repayments) less than 90 days — net6 221 
Common stock repurchases for tax withholdings(338)(329)
Financing — other86 106 
Cash dividends paid(4,522)(4,454)
Net cash provided by/(used in) financing activities(154)(2,106)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(120)(463)
Net change in cash, cash equivalents and restricted cash(713)1,018 
Cash, cash equivalents and restricted cash at January 17,988 6,957 
Cash, cash equivalents and restricted cash at September 30$7,275 $7,975 
* Includes immaterial cash flows from discontinued operations.
** Refer to note 1, "Basis of Presentation," for additional information.
(Amounts may not add due to rounding.)
(The accompanying notes are an integral part of the financial statements.)
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INTERNATIONAL BUSINESS MACHINES CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF EQUITY
(UNAUDITED)
(Dollars in millions except per share amounts)Common
Stock and
Additional
Paid-in
Capital		 Retained
Earnings		 Treasury
Stock		 Accumulated
Other
Comprehensive
Income/(Loss)		 Total IBM
Stockholders'
Equity		 Non-
Controlling
Interests		 Total
Equity
Equity - July 1, 2023$58,963 $149,318 $(169,581)$(16,499)$22,201 $70 $22,271 
Net income plus other comprehensive income/(loss):        
Net income 1,704   1,704  1,704 
Other comprehensive income/(loss)   402 402  402 
Total comprehensive income
    $2,105  $2,105 
Cash dividends paid — common stock ($1.66 per share)
 (1,515)  (1,515) (1,515)
Common stock issued under employee plans (2,501,236 shares)
350    350  350 
Purchases (688,254 shares) and sales (299,359 shares) of treasury stock under employee plans — net
 (1)(60) (60) (60)
Changes in noncontrolling interests     5 5 
Equity – September 30, 2023$59,313 $149,506 $(169,640)$(16,098)$23,081 $75 $23,156 
(Dollars in millions except per share amounts)Common
Stock and
Additional
Paid-in
Capital		Retained
Earnings		Treasury
Stock		Accumulated
Other
Comprehensive
Income/(Loss)		Total IBM
Stockholders'
Equity		Non-
Controlling
Interests		Total
Equity
Equity - July 1, 2022$57,802 $153,298 $(169,522)$(22,169)$19,409 $67 $19,476 
Net income/(loss) plus other comprehensive income/(loss):
       
Net income/(loss) (3,196)  (3,196) (3,196)
Other comprehensive income/(loss)   5,030 5,030  5,030 
Total comprehensive income
    $1,834  $1,834 
Cash dividends paid — common stock ($1.65 per share)
 (1,491)  (1,491) (1,491)
Common stock issued under employee plans (871,676 shares)
315    315 315
Purchases (103,736 shares) and sales (178,069 shares) of treasury stock under employee plans — net
 0 8  8  8 
Changes in noncontrolling interests     4 4 
Equity - September 30, 2022$58,117 $148,611 $(169,514)$(17,138)$20,076 $71 $20,147 
(Amounts may not add due to rounding.)
(The accompanying notes are an integral part of the financial statements.)
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INTERNATIONAL BUSINESS MACHINES CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF EQUITY – (CONTINUED)
(UNAUDITED)
(Dollars in millions except per share amounts)Common
Stock and
Additional
Paid-in
Capital		Retained
Earnings		Treasury
Stock		Accumulated
Other
Comprehensive
Income/(Loss)		Total IBM
Stockholders'
Equity		Non-
Controlling
Interests		Total
Equity
Equity - January 1, 2023$58,343 $149,825 $(169,484)$(16,740)$21,944 $77 $22,021 
Net income plus other comprehensive income/(loss):        
Net income 4,214   4,214  4,214 
Other comprehensive income/(loss)   642 642  642 
Total comprehensive income
    $4,857  $4,857 
Cash dividends paid — common stock ($4.97 per share)
 (4,522)  (4,522) (4,522)
Common stock issued under employee plans (8,081,507 shares)
970    970  970 
Purchases (2,498,567 shares) and sales (1,443,664 shares) of treasury stock under employee plans — net
 (11)(156) (167) (167)
Changes in noncontrolling interests     (2)(2)
Equity - September 30, 2023$59,313 $149,506 $(169,640)$(16,098)$23,081 $75 $23,156 
(Dollars in millions except per share amounts)Common
Stock and
Additional
Paid-in
Capital		Retained
Earnings		Treasury
Stock		Accumulated
Other
Comprehensive
Income/(Loss)		Total IBM
Stockholders'
Equity		Non-
Controlling
Interests		Total
Equity
Equity - January 1, 2022$57,319 $154,209 $(169,392)$(23,234)$18,901 $95 $18,996 
Net income/(loss) plus other comprehensive income/(loss):
       
Net income/(loss) (1,071)  (1,071) (1,071)
Other comprehensive income/(loss)   6,096 6,096  6,096 
Total comprehensive income
    $5,025  $5,025 
Cash dividends paid — common stock ($4.94 per share)
 (4,454)  (4,454) (4,454)
Common stock issued under employee plans (6,832,400 shares)
736    736  736 
Purchases (2,423,220 shares) and sales (1,648,583 shares) of treasury stock under employee plans — net
 (10)(122) (133) (133)
Other equity63 (63)0 0 
Changes in noncontrolling interests     (23)(23)
Equity - September 30, 2022$58,117 $148,611 $(169,514)$(17,138)$20,076 $71 $20,147 
(Amounts may not add due to rounding.)
(The accompanying notes are an integral part of the financial statements.)
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Notes to Consolidated Financial Statements

1. Basis of Presentation:
The accompanying Consolidated Financial Statements and footnotes of the International Business Machines Corporation (IBM or the company) have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The financial statements and footnotes are unaudited. In the opinion of the company’s management, these statements include all adjustments, which are only of a normal recurring nature, necessary to present a fair statement of the company’s results of operations, financial position and cash flows.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amount of assets, liabilities, revenue, costs, expenses and other comprehensive income/(loss) that are reported in the Consolidated Financial Statements and accompanying disclosures. These estimates are based on management’s best knowledge of current events, historical experience, actions that the company may undertake in the future and on various other assumptions that are believed to be reasonable under the circumstances. As a result, actual results may be different from these estimates.
In September 2022, the IBM Qualified Personal Pension Plan (Qualified PPP) purchased two separate nonparticipating single premium group annuity contracts from The Prudential Insurance Company of America and Metropolitan Life Insurance Company (collectively, the Insurers) and irrevocably transferred to the Insurers approximately $16 billion of the Qualified PPP’s defined benefit pension obligations and related plan assets, thereby reducing the company’s pension obligations and assets by the same amount. The group annuity contracts were purchased using assets of the Qualified PPP and no additional funding contribution was required from the company. As a result of this transaction the company recognized a one-time, non-cash, pre-tax pension settlement charge of $5.9 billion ($4.4 billion net of tax) in the third quarter of 2022, primarily related to the accelerated recognition of accumulated actuarial losses of the Qualified PPP. The $1.5 billion tax effect associated with the settlement charge is reflected as an adjustment to reconcile net income/(loss) to cash from operating activities within changes in operating assets and liabilities, net of acquisitions/divestitures in the Consolidated Statement of Cash Flows for the nine months ended September 30, 2022. Refer to note 18, “Retirement-Related Benefits,” for additional information.
In the fourth quarter of 2022, the company completed its annual assessment of the useful lives of its property, plant and equipment. Due to advances in technology, the company determined it should increase the estimated useful lives of its server and network equipment from five to six years for new assets and from three to four years for used assets. This change in accounting estimate was effective beginning January 1, 2023. Based on the carrying amount of server and network equipment included in property, plant and equipment-net in the company's Consolidated Balance Sheet as of December 31, 2022, the effect of this change in estimate was an increase in income from continuing operations before income taxes of $44 million, or $0.04 per basic and diluted share for the three months ended September 30, 2023, and $175 million, or $0.16 and $0.15 per basic and diluted share, respectively, for the nine months ended September 30, 2023.
For the three and nine months ended September 30, 2023, the company reported a provision for income taxes of $159 million and $702 million, respectively, and its effective tax rate was 8.5 percent and 14.2 percent, respectively. The rates are driven by many factors including the impacts of changes to the U.S. Foreign Tax Credit regulations, geographical mix of income, incentives and changes in unrecognized tax benefits. For the three and nine months ended September 30, 2022, the company reported a benefit from income taxes of $1,287 million and $1,070 million, respectively. The tax benefits were primarily due to the transfer of a portion of the Qualified PPP's defined benefit pension obligations and related plan assets, as described above.
Noncontrolling interest amounts of $4 million, net of tax, for both the three months ended September 30, 2023 and 2022, respectively, and $13 million and $14 million, net of tax, for the nine months ended September 30, 2023 and 2022, respectively, are included as a reduction within other (income) and expense in the Consolidated Income Statement.
The company has supplier finance programs with third-party financial institutions where the company agrees to pay the financial institutions the stated amounts of invoices from participating suppliers on the originally invoiced maturity date, which have an average term of 90 to 120 days, consistent with the company's standard payment terms. The financial institutions offer earlier payment of the invoices at the sole discretion of the supplier for a discounted amount. The company does not provide secured legal assets or other forms of guarantees under the arrangements. The company is not a party to the arrangements between its suppliers and the financial institutions. These obligations are recognized as accounts
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Notes to Consolidated Financial Statements — (continued)
payable in the Consolidated Balance Sheet. The obligations outstanding under these programs at September 30, 2023 and December 31, 2022 were $99 million and $60 million, respectively.
Interim results are not necessarily indicative of financial results for a full year. The information included in this Form 10-Q should be read in conjunction with the company’s 2022 Annual Report.
Within the financial statements and tables presented, certain columns and rows may not add due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts. Certain prior-period amounts have been reclassified to conform to the current-period presentation. This is annotated where applicable.
2. Accounting Changes:
Standards Implemented
Disclosures of Supplier Finance Program Obligations
Standard/Description–Issuance date: September 2022. This guidance requires an entity to provide certain interim and annual disclosures about the use of supplier finance programs in connection with the purchase of goods or services.
Effective Date and Adoption Considerations–The guidance was effective January 1, 2023 with certain annual disclosures required beginning in 2024 and early adoption was permitted. The company adopted the guidance as of the effective date.
Effect on Financial Statements or Other Significant Matters–The guidance did not have a material impact in the consolidated financial results. Refer to note 1, "Basis of Presentation," for additional information.
Troubled Debt Restructurings and Vintage Disclosures
Standard/Description–Issuance date: March 2022. This eliminates the accounting guidance for troubled debt restructurings and requires an entity to apply the general loan modification guidance to all loan modifications, including those made to customers experiencing financial difficulty, to determine whether the modification results in a new loan or a continuation of an existing loan. The guidance also requires presenting current-period gross write-offs by year of origination for financing receivables and net investment in leases.
Effective Date and Adoption Considerations–The amendment was effective January 1, 2023 and early adoption was permitted. The company adopted the guidance on a prospective basis as of the effective date.
Effect on Financial Statements or Other Significant Matters–The guidance did not have a material impact in the consolidated financial results. Refer to note 9, "Financing Receivables," for additional information.

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Notes to Consolidated Financial Statements — (continued)
3. Revenue Recognition:
Disaggregation of Revenue
The following tables provide details of revenue by major products/service offerings and revenue by geography.
Revenue by Major Products/Service Offerings
Three Months Ended September 30,Nine Months Ended September 30,
(Dollars in millions)2023202220232022
Hybrid Platform & Solutions$4,506 $4,172 $13,350 $12,641 
Transaction Processing1,759 1,640 5,444 5,107 
Total Software$6,265 $5,811 $18,794 $17,749 
Business Transformation2,291 2,165 6,869 6,646 
Application Operations1,710 1,593 5,204 4,865 
Technology Consulting961 943 2,865 2,826 
Total Consulting$4,963 $4,700 $14,938 $14,337 
Hybrid Infrastructure1,943 1,931 5,912 6,392 
Infrastructure Support1,329 1,421 4,076 4,413 
Total Infrastructure$3,272 $3,352 $9,988 $10,805 
Financing*186 174 566 474 
Other67 70 192 475 
Total revenue$14,752 $14,107 $44,479 $43,840 
*Contains lease and loan financing arrangements which are not subject to the guidance on revenue from contracts with customers.
Revenue by Geography
 Three Months Ended September 30, Nine Months Ended September 30,
(Dollars in millions)20232022 20232022
Americas$7,686 $7,416 $22,810 $22,614 
Europe/Middle East/Africa4,223 3,959 13,156 12,716 
Asia Pacific2,843 2,732 8,513 8,509 
Total$14,752 $14,107 $44,479 $43,840 
Remaining Performance Obligations
The remaining performance obligation (RPO) disclosure provides the aggregate amount of the transaction price yet to be recognized as of the end of the reporting period and an explanation as to when the company expects to recognize these amounts in revenue. It is intended to be a statement of overall work under contract that has not yet been performed and does not include contracts in which the customer is not committed, such as certain as-a-Service, governmental, term software license and services offerings. The customer is not considered committed when they are able to terminate for convenience without payment of a substantive penalty. The disclosure includes estimates of variable consideration, except when the variable consideration is a sales-based or usage-based royalty promised in exchange for a license of intellectual property. Additionally, as a practical expedient, the company does not include contracts that have an original duration of one year or less. RPO estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations, adjustment for revenue that has not materialized and adjustments for currency.
At September 30, 2023, the aggregate amount of the transaction price allocated to RPO related to customer contracts that are unsatisfied or partially unsatisfied was $55 billion. Approximately 71 percent of the amount is expected to be recognized as revenue in the subsequent two years, approximately 26 percent in the subsequent three to five years and the balance thereafter.
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Notes to Consolidated Financial Statements — (continued)
Revenue Recognized for Performance Obligations Satisfied (or Partially Satisfied) in Prior Periods
For the three months ended September 30, 2023 the revenue recognized for performance obligations satisfied (or partially satisfied) in previous periods was immaterial. For the nine months ended September 30, 2023, revenue was reduced by $16 million mainly due to changes in estimates on contracts with cost-to-cost measures of progress.
Reconciliation of Contract Balances
The following table provides information about notes and accounts receivable–trade, contract assets and deferred income balances.
(Dollars in millions)At September 30, 2023At December 31, 2022
Notes and accounts receivable — trade (net of allowances of $198 in 2023 and $233 in 2022)
$5,330 $6,541 
Contract assets*$454 $464 
Deferred income (current)$11,917 $12,032 
Deferred income (noncurrent)$3,085 $3,499 
*Included within prepaid expenses and other current assets in the Consolidated Balance Sheet.
The amount of revenue recognized during the three and nine months ended September 30, 2023 that was included within the deferred income balance at June 30, 2023 and December 31, 2022 was $4.3 billion and $9.0 billion, respectively, and was primarily related to services and software.
The following table provides roll forwards of the notes and accounts receivable–trade allowance for expected credit losses for the nine months ended September 30, 2023 and the year ended December 31, 2022.
(Dollars in millions)    
January 1, 2023Additions / (Releases)Write-offs Foreign currency and otherSeptember 30, 2023
$233 $28 $(67)$4 $198 
January 1, 2022Additions / (Releases)Write-offs Foreign currency and otherDecember 31, 2022
$218 $59 $(31)$(14)$233 
The contract assets allowance for expected credit losses was not material in any of the periods presented.
4. Segments:
The following tables reflect the results of continuing operations of the company’s segments consistent with the management and measurement system utilized within the company. Performance measurement is based on pre-tax income from continuing operations. These results are used by the chief operating decision maker, both in evaluating the performance of, and in allocating resources to, each of the segments.
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Notes to Consolidated Financial Statements — (continued)
SEGMENT INFORMATION
(Dollars in millions)SoftwareConsultingInfrastructureFinancingTotal
Segments
For the three months ended September 30, 2023:     
Revenue$6,265 $4,963 $3,272 $186 $14,685 
Pre-tax income from continuing operations$1,486 $509 $387 $91 $2,473 
Revenue year-to-year change7.8 %5.6 %(2.4)%6.9 %4.6 %
Pre-tax income year-to-year change13.7 %10.0 %38.3 %16.0 %16.2 %
Pre-tax income margin23.7 %10.2 %11.8 %49.2 %16.8 %
For the three months ended September 30, 2022:     
Revenue$5,811 $4,700 $3,352 $174 $14,037 
Pre-tax income from continuing operations$1,306 $462 $280 $79 $2,128 
Pre-tax income margin22.5 %9.8 %8.3 %45.4 %15.2 %
Reconciliations to IBM as Reported:
(Dollars in millions)  
For the three months ended September 30:20232022
Revenue:  
Total reportable segments$14,685 $14,037 
Other‒divested businesses
0 3 
Other revenue66 68 
Total revenue from continuing operations$14,752 $14,107 
Pre-tax income from continuing operations:  
Total reportable segments$2,473 $2,128 
Amortization of acquired intangible assets(414)(417)
Acquisition-related (charges)/income(25)(1)
Non-operating retirement-related (costs)/income12 (6,062)*
Kyndryl-related impacts— 14 **
Workforce rebalancing charges+(34)— 
Other‒divested businesses
8 0 
Unallocated corporate amounts and other(148)(163)++
Total pre-tax income/(loss) from continuing operations$1,873 $(4,501)
*Includes a one-time, non-cash, pre-tax pension settlement charge of $5.9 billion. See note 18, “Retirement-Related Benefits,” for additional information.
**Net impacts from Kyndryl retained shares and related swap. Refer to note 5, "Acquisitions & Divestitures," and note 16, "Derivative Financial Instruments," for additional information.
+Beginning in the first quarter of 2023, the company updated its measure of segment pre-tax income, consistent with its management system, to no longer allocate workforce rebalancing charges to its segments. Workforce rebalancing charges in the third quarter of 2022 of $13 million were included in the segments.
++Recast to conform to 2023 presentation.


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Notes to Consolidated Financial Statements — (continued)
SEGMENT INFORMATION
(Dollars in millions)SoftwareConsultingInfrastructureFinancingTotal
Segments
For the nine months ended September 30, 2023:     
Revenue$18,794 $14,938 $9,988 $566 $44,287 
Pre-tax income from continuing operations$4,154 $1,336 $1,236 $256 $6,983 
Revenue year-to-year change5.9 %4.2 %(7.6)%19.5 %2.1 %
Pre-tax income year-to-year change8.9 %15.8 %0.0 %(3.2)%7.9 %
Pre-tax income margin22.1 %8.9 %12.4 %45.3 %15.8 %
For the nine months ended September 30, 2022:     
Revenue$17,749 $14,337 $10,805 $474 $43,365 
Pre-tax income from continuing operations$3,816 $1,154 $1,236 $265 $6,470 
Pre-tax income margin21.5 %8.0 %11.4 %55.9 %14.9 %
Reconciliations to IBM as Reported:
(Dollars in millions)  
For the nine months ended September 30:20232022
Revenue:  
Total reportable segments$44,287 $43,365 
Other‒divested businesses
(1)319 
Other revenue193 156 
Total consolidated revenue$44,479 $43,840 
Pre-tax income from continuing operations:  
Total reportable segments$6,983 $6,470 
Amortization of acquired intangible assets(1,194)(1,337)
Acquisition-related charges(35)(9)
Non-operating retirement-related (costs)/income16 (6,455)*
Kyndryl-related impacts— (353)**
Workforce rebalancing charges+(410)— 
Other‒divested businesses
4 108 
Unallocated corporate amounts(432)(581)++
Total pre-tax income/(loss) from continuing operations$4,931 $(2,156)
*Includes a one-time, non-cash, pre-tax pension settlement charge of $5.9 billion. See note 18, “Retirement-Related Benefits,” for additional information.
**Net impacts from Kyndryl retained shares and related swaps. Refer to note 5, "Acquisitions & Divestitures," and note 16, "Derivative Financial Instruments," for additional information.
+Beginning in the first quarter of 2023, the company updated its measure of segment pre-tax income, consistent with its management system, to no longer allocate workforce rebalancing charges to its segments. Workforce rebalancing charges in the first nine months of 2022 of $22 million were included in the segments.
++Recast to conform to 2023 presentation.

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Notes to Consolidated Financial Statements — (continued)
5. Acquisitions & Divestitures:
Acquisitions
Purchase price consideration for all acquisitions was paid primarily in cash. All acquisitions, unless otherwise stated, were for 100 percent of the acquired business and are reported in the Consolidated Statement of Cash Flows, net of acquired cash and cash equivalents.
During the nine months ended September 30, 2023, the company completed seven acquisitions at an aggregate cost of $5,033 million. Each acquisition is expected to enhance the company’s portfolio of products and services capabilities and further advance IBM’s hybrid cloud and AI strategy.
AcquisitionSegmentDescription of Acquired Business
First Quarter 
StepZen, Inc.SoftwareDeveloper of GraphQL to help build application programming interfaces (APIs)
Asset Strategy Library (ASL) Portfolio of Uptake TechnologiesSoftwareLibrary of industrial asset management data
NS1SoftwareLeading provider of network automation SaaS solutions
Second Quarter
Ahana Cloud, Inc.SoftwareExpert in open-source-based solutions for data analytics
Polar SecuritySoftwareInnovator in technology that helps companies discover, continuously monitor and secure cloud and SaaS application data
Agyla SASConsultingLeading provider of cloud platform engineering services in France specializing in Cloud, DevOps and Security
Third Quarter
Apptio, Inc.SoftwareLeading provider of financial and operational IT management and optimization software which enables enterprise leaders to deliver enhanced business value across technology investments
At September 30, 2023, the remaining cash to be remitted by the company related to certain 2023 acquisitions was $38 million, most of which is expected to be paid in the first half of 2024. The unremitted cash associated with these acquisitions is primarily a non-cash financing activity for purposes of the company's Consolidated Statement of Cash Flows as of September 30, 2023.
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Notes to Consolidated Financial Statements — (continued)
The following table reflects the purchase price related to these acquisitions and the resulting purchase price allocations as of September 30, 2023.
(Dollars in millions)Amortization
Life (in years)		Apptio, Inc.
Other
Acquisitions
Current assets$150 $46 
Property, plant and equipment/noncurrent assets35 7 
Intangible assets:
 GoodwillN/A3,552 301 
 Client relationships
6-10
740 37 
 Completed technology
5-7
530 66 
 Trademarks
2-5
35 2 
Total assets acquired$5,042 $458 
Current liabilities255 26 
Noncurrent liabilities177 10 
Total liabilities assumed$432 $36 
Total purchase price$4,610 $423 
N/A – not applicable
The goodwill generated is primarily attributable to the assembled workforce of the acquired businesses and the increased synergies expected to be achieved from the integration of the acquired businesses into the company’s various integrated solutions and services, neither of which qualifies as an amortizable intangible asset.
Apptio, Inc. — Goodwill of $3,180 million and $372 million was assigned to the Software and Consulting segments, respectively. It is expected that one percent of the goodwill will be deductible for tax purposes. The overall weighted-average useful life of the identified amortizable intangible assets acquired was 8.6 years.
Other Acquisitions — Goodwill of $266 million, $23 million and $12 million was assigned to the Software, Consulting and Infrastructure segments, respectively. It is expected that none of the goodwill will be deductible for tax purposes. The overall weighted-average useful life of the identified amortizable intangible assets acquired was 6.7 years.
The identified intangible assets will be amortized on a straight-line basis over their useful lives, which approximates the pattern that the assets economic benefits are expected to be consumed over time.
The valuation of the assets acquired and liabilities assumed is subject to revision. If additional information becomes available, the company may further revise the purchase price allocation as soon as practical, but no later than one year from the acquisition date; however, material changes are not expected.
Transactions Closed — In October 2023, the company acquired Manta Software, Inc. (Manta), a world-class data lineage platform to complement its capabilities within watsonx.ai, watsonx.data and watsonx.governance. Manta will be integrated into the Software segment. At the date of issuance of the financial statements, the initial purchase accounting for Manta was not complete.
Divestitures
Separation of Kyndryl — On November 3, 2021, the company completed the separation of its managed infrastructure services unit into a new public company with the distribution of 80.1 percent of the outstanding common stock of Kyndryl Holdings, Inc. (Kyndryl) to IBM stockholders on a pro rata basis. The company retained 19.9 percent of the shares of Kyndryl common stock immediately following the separation. During 2022, the company fully disposed of its retained interest in Kyndryl common stock pursuant to exchange agreements with a third-party financial institution, which were completed within twelve months of separation. As of November 2, 2022, the company no longer held an ownership interest in Kyndryl.
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Notes to Consolidated Financial Statements — (continued)
Loss from discontinued operations, net of tax for the three and nine months ended September 30, 2023 of $10 million and $15 million, respectively, reflects the net impact of changes in separation-related estimates and the settlement of assets and liabilities in accordance with the separation and distribution agreement. Income from discontinued operations, net of tax for the three and nine months ended September 30, 2022 of $18 million and $16 million, respectively, reflects the same drivers as above and also reflects a gain on sale of a joint venture historically managed by Kyndryl, which was sold to Kyndryl in the first quarter of 2022 upon receiving regulatory approval.
Other — The company completed two divestitures in the second quarter of 2023. The financial terms related to these transactions were not material.
Transactions Signed — In August 2023, IBM and Zephyr Buyer, L.P., a wholly-owned subsidiary of Francisco Partners (collectively, Francisco), entered into a definitive agreement under which Francisco would acquire The Weather Company assets from IBM for $1,100 million inclusive of $250 million of contingent consideration, of which $200 million is contingent on Francisco’s attainment of certain investment return metrics. The assets, reported within the company’s Software segment, include The Weather Company's digital consumer-facing offerings, The Weather Channel mobile and cloud-based digital properties including Weather.com, Weather Underground and Storm Radar, as well as its enterprise offerings for broadcast, media, aviation, advertising technology and data solutions for other emerging industries. The transaction is expected to close in the first quarter of 2024, subject to customary regulatory clearances and closing conditions. Upon the initial closing, the company expects to receive cash proceeds of approximately $750 million and will provide seller financing to Francisco in the form of a $100 million loan with a term of 7 years. The company expects to recognize a pre-tax gain on the sale, of which the final amount is not yet determinable.
At September 30, 2023, the business met the criteria for held for sale classification. Held for sale assets of approximately $531 million, which consist primarily of goodwill, prepaid and other current assets, intangible assets-net and plant, property and equipment-net of approximately $450 million, $50 million, $20 million and $11 million, respectively, and held for sale liabilities of $17 million consisting primarily of deferred income, were included in the company’s Consolidated Balance Sheet at September 30, 2023.
6. Other (Income) and Expense:
Components of other (income) and expense are as follows:
Three Months Ended September 30,Nine Months Ended September 30,
(Dollars in millions)2023202220232022
Other (income) and expense:
Foreign currency transaction losses/(gains) (1)
$(260)$(352)$(338)$(1,021)
(Gains)/losses on derivative instruments (2)
316 189 315 730 
Interest income(156)(53)(527)(98)
Net (gains)/losses from securities and investment assets (3)
(5)(11)3 262 
Retirement-related costs/(income) (4)
(12)6,062 (16)6,455 
Other (5)
(97)(80)(158)(407)
Total other (income) and expense$(215)$5,755 $(721)$5,921 
(1)The company uses financial hedging instruments to limit specific currency risks related to foreign currency-based transactions. The hedging program does not hedge 100 percent of currency exposures and defers, versus eliminates, the impact of currency. Refer to note 16, "Derivative Financial Instruments," for additional information on foreign exchange risk.
(2)Prior year includes a gain of $3 million and a loss of $85 million recognized in the three and nine months ended September 30, 2022, respectively, on the cash-settled swap related to the Kyndryl retained shares. Refer to note 16, "Derivative Financial Instruments," for additional information.
(3)Prior year includes a gain of $11 million and a loss of $267 million recognized in the three and nine months ended September 30, 2022, respectively, on Kyndryl retained shares. Refer to note 5, "Acquisitions & Divestitures," for additional information.
(4)Prior year includes a one-time, non-cash pension settlement charge of $5.9 billion. Refer to note 18, "Retirement-Related Benefits," for additional information.
(5)Other primarily consists of (gains)/losses from divestitures and dispositions of land/buildings. The nine months ended September 30, 2022 includes a pre-tax gain of $259 million related to the divestiture of IBM's healthcare software assets in the second quarter 2022.
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Notes to Consolidated Financial Statements — (continued)
7. Earnings/(Loss) Per Share of Common Stock:
The following tables provide the computation of basic and diluted earnings per share of common stock for the three and nine months ended September 30, 2023 and 2022.
(Dollars in millions except per share amounts)
For the three months ended September 30:20232022
Number of shares on which basic earnings per share is calculated:  
Weighted-average shares outstanding during period912,790,387904,076,831
Add — Incremental shares under stock-based compensation plans8,531,982—
Add — Incremental shares associated with contingently issuable shares2,350,932—
Number of shares on which diluted earnings per share is calculated923,673,300904,076,831
Income/(loss) from continuing operations$1,714 $(3,214)
Income/(loss) from discontinued operations, net of tax(10)18 
Net income/(loss) on which basic earnings per share is calculated$1,704 $(3,196)
Income/(loss) from continuing operations$1,714 $(3,214)
Net income applicable to contingently issuable shares— — 
Income/(loss) from continuing operations on which diluted earnings per share is calculated$1,714 $(3,214)
Income/(loss) from discontinued operations, net of tax, on which diluted earnings per share is calculated(10)18 
Net income/(loss) on which diluted earnings per share is calculated$1,704 $(3,196)
Earnings/(loss) per share of common stock:  
Assuming dilution  
Continuing operations$1.86 $(3.55)
Discontinued operations(0.01)0.02 
Total$1.84 $(3.54)
Basic
Continuing operations$1.88 $(3.55)
Discontinued operations(0.01)0.02 
Total$1.87 $(3.54)
Stock options to purchase 536,391 shares and 840,544 shares were outstanding as of September 30, 2023 and 2022, respectively, but were not included in the computation of diluted earnings per share because the exercise price of the options during the respective period was greater than the average market price of the common shares, and therefore, the effect would have been antidilutive.
Due to the net loss for the three months ended September 30, 2022, otherwise dilutive potential shares of common stock under stock-based compensation plans and contingently issuable shares of 6,696,350 and 2,069,742, respectively, have been excluded from the computation of diluted earnings/(loss) per share for the three months ended September 30, 2022, as the effect would have been antidilutive.
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Notes to Consolidated Financial Statements — (continued)
(Dollars in millions except per share amounts)
For the nine months ended September 30:20232022
Number of shares on which basic earnings per share is calculated:  
Weighted-average shares outstanding during period910,057,739901,621,217
Add — Incremental shares under stock-based compensation plans8,241,752—
Add — Incremental shares associated with contingently issuable shares2,024,201—
Number of shares on which diluted earnings per share is calculated920,323,692901,621,217
Income/(loss) from continuing operations$4,229 $(1,087)
Income/(loss) from discontinued operations, net of tax(15)16 
Net income/(loss) on which basic earnings per share is calculated$4,214 $(1,071)
Income/(loss) from continuing operations$4,229 $(1,087)
Net income applicable to contingently issuable shares— — 
Income/(loss) from continuing operations on which diluted earnings per share is calculated$4,229 $(1,087)
Income/(loss) from discontinued operations, net of tax, on which diluted earnings per share is calculated(15)16 
Net income/(loss) on which diluted earnings per share is calculated$4,214 $(1,071)
Earnings/(loss) per share of common stock:  
Assuming dilution  
Continuing operations$4.59 $(1.21)
Discontinued operations(0.02)0.02 
Total$4.58 $(1.19)
Basic
Continuing operations$4.65 $(1.21)
Discontinued operations(0.02)0.02 
Total$4.63 $(1.19)
Stock options to purchase 2,346,268 shares and 930,788 shares (average of first, second and third quarter share amounts) were outstanding as of September 30, 2023 and 2022, respectively, but were not included in the computation of diluted earnings per share because the exercise price of the options during the respective period was greater than the average market price of the common shares, and therefore, the effect would have been antidilutive.
Due to the net loss for the nine months ended September 30, 2022, otherwise dilutive potential shares of common stock under stock-based compensation plans and contingently issuable shares of 7,530,115 and 1,899,113, respectively, have been excluded from the computation of diluted earnings/(loss) per share for the nine months ended September 30, 2022, as the effect would have been antidilutive.
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Notes to Consolidated Financial Statements — (continued)
8. Financial Assets & Liabilities:
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The company classifies certain assets and liabilities based on the following fair value hierarchy:
•Level 1–Quoted prices (unadjusted) in active markets for identical assets or liabilities that can be accessed at the measurement date;
•Level 2–Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
•Level 3–Unobservable inputs for the asset or liability.
When available, the company uses unadjusted quoted market prices in active markets to measure the fair value and classifies such items as Level 1. If quoted market prices are not available, fair value is based upon internally developed models that use current market-based or independently sourced market parameters such as interest rates and currency rates. Items valued using internally generated models are classified according to the lowest level input or value driver that is significant to the valuation.
The determination of fair value considers various factors including interest rate yield curves and time value underlying the financial instruments. For derivatives and debt securities, the company uses a discounted cash flow analysis using discount rates commensurate with the duration of the instrument.
In determining the fair value of financial instruments, the company considers certain market valuation adjustments to the “base valuations” calculated using the methodologies described below for several parameters that market participants would consider in determining fair value:
•Counterparty credit risk adjustments are applied to financial instruments, taking into account the actual credit risk of a counterparty as observed in the credit default swap market to determine the true fair value of such an instrument.
•Credit risk adjustments are applied to reflect the company’s own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the company’s own credit risk as observed in the credit default swap market.
The company holds investments primarily in time deposits, certificates of deposit, and U.S. government debt that are designated as available-for-sale. The primary objective of the company’s cash and debt investment portfolio is to protect principal by investing in very liquid investment securities with highly rated counterparties.
The company’s standard practice is to hold all of its debt security investments classified as available-for-sale until maturity. No impairments for credit losses and no material non-credit impairments were recorded for the three and nine months ended September 30, 2023.
Certain non-financial assets such as property, plant and equipment, operating right-of-use assets, goodwill and intangible assets are also subject to nonrecurring fair value measurements if they are deemed to be impaired. The impairment models used for non-financial assets depend on the type of asset. There were no material impairments of non-financial assets for the three and nine months ended September 30, 2023 and 2022, respectively.
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Notes to Consolidated Financial Statements — (continued)
The following table presents the company’s financial assets and financial liabilities that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022.
Fair Value
Hierarchy
Level		At September 30, 2023At December 31, 2022
(Dollars in millions)
Assets (5)
Liabilities (6)
Assets (5)
Liabilities (6)
Cash equivalents: (1)
Time deposits and certificates of deposit (2)
2$3,765 N/A$3,712 N/A
Money market funds1212 N/A 306 N/A
Total cash equivalents$3,977 N/A$4,018 N/A
Equity investments12 N/A— N/A
Debt securities-current (2)(3)
23,721 N/A852 N/A
Debt securities-noncurrent (2)(4)
2,333 N/A31 N/A
Derivatives designated as hedging instruments:
Interest rate contracts20 579 3 336 
Foreign exchange contracts2420 185 184 674 
Derivatives not designated as hedging instruments:
Foreign exchange contracts212 45 42 16 
Equity contracts20 55 49 8 
Total$8,164 $864 $5,179 $1,034 
(1)Included within cash and cash equivalents in the Consolidated Balance Sheet.
(2)Available-for-sale debt securities with carrying values that approximate fair value.
(3)Term deposits and U.S. treasury bills that are reported within marketable securities in the Consolidated Balance Sheet. The September 30, 2023 balance includes partial proceeds from the first quarter 2023 debt issuances. See note 12, "Borrowings," for additional information.
(4)Includes immaterial activity related to private company investments reported within investments and sundry assets in the Consolidated Balance Sheet.
(5)The gross balances of derivative assets contained within prepaid expenses and other current assets, and investments and sundry assets in the Consolidated Balance Sheet at September 30, 2023 were $431 million and $1 million, respectively, and at December 31, 2022 were $271 million and $7 million, respectively.
(6)The gross balances of derivative liabilities contained within other accrued expenses and liabilities, and other liabilities in the Consolidated Balance Sheet at September 30, 2023 were $171 million and $693 million, respectively, and at December 31, 2022 were $546 million and $488 million, respectively.
N/A – not applicable
Financial Assets and Liabilities Not Measured at Fair Value
Short-Term Receivables and Payables
Short-term receivables (excluding the current portion of long-term receivables) and other investments are financial assets with carrying values that approximate fair value. Accounts payable, other accrued expenses and short-term debt (excluding the current portion of long-term debt) are financial liabilities with carrying values that approximate fair value. If measured at fair value in the financial statements, these financial instruments would be classified as Level 3 in the fair value hierarchy, except for short-term debt which would be classified as Level 2.
Loans and Long-Term Receivables
Fair values are based on discounted future cash flows using current interest rates offered for similar loans to clients with similar credit ratings for the same remaining maturities. At September 30, 2023 and December 31, 2022, the difference between the carrying amount and estimated fair value for loans and long-term receivables was immaterial. If measured at fair value in the financial statements, these financial instruments would be classified as Level 3 in the fair value hierarchy.
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Notes to Consolidated Financial Statements — (continued)
Long-Term Debt
Fair value of publicly traded long-term debt is based on quoted market prices for the identical liability when traded as an asset in an active market. For other long-term debt (including long-term finance lease liabilities) for which a quoted market price is not available, an expected present value technique that uses rates currently available to the company for debt with similar terms and remaining maturities is used to estimate fair value. The carrying amount of long-term debt was $48,828 million and $46,189 million, and the estimated fair value was $44,264 million and $42,514 million at September 30, 2023 and December 31, 2022, respectively. If measured at fair value in the financial statements, long-term debt (including the current portion) would be classified as Level 2 in the fair value hierarchy.
9. Financing Receivables:
Financing receivables primarily consist of client loan and installment payment receivables (loans), investment in sales-type and direct financing leases (collectively referred to as client financing receivables) and commercial financing receivables. Loans are provided primarily to clients to finance the purchase of hardware, software and services. Payment terms on these financing arrangements are for terms up to seven years. Investment in sales-type and direct financing leases relate principally to the company’s Infrastructure products and are for terms ranging generally from two to six years. Commercial financing receivables, which consist of both held-for-investment and held-for-sale receivables, relate primarily to working capital financing for dealers and remarketers of IBM products. Payment terms for working capital financing generally range from 30 to 90 days.
A summary of the components of the company’s financing receivables is presented as follows:
Client Financing Receivables
Client Loan and Installment Payment ReceivablesInvestment in Sales-Type and Direct Financing
Commercial Financing Receivables
(Dollars in millions)Held forHeld for
At September 30, 2023(Loans)LeasesInvestmentSale*Total
Financing receivables, gross$6,398 $3,628 $313 $593 $10,932 
Unearned income(406)(355)— — (761)
Unguaranteed residual value— 403 — — 403 
Amortized cost$5,992 $3,676 $313 $593 $10,573 
Allowance for credit losses(95)(59)(5)— (159)
Total financing receivables, net$5,897 $3,617 $308 $593 $10,414 
Current portion$3,337 $1,387 $308 $593 $5,625 
Noncurrent portion$2,560 $2,230 $— $— $4,789 
Client Financing Receivables
Client Loan and Installment Payment ReceivablesInvestment in Sales-Type and Direct Financing
Commercial Financing Receivables
(Dollars in millions)Held forHeld for
At December 31, 2022(Loans)LeasesInvestmentSale*Total
Financing receivables, gross$8,875 $4,023 $299 $939 $14,136 
Unearned income(439)(351)— — (790)
Unguaranteed residual value— 422 — — 422 
Amortized cost$8,437 $4,094 $299 $939 $13,769 
Allowance for credit losses(108)(60)(5)— (173)
Total financing receivables, net$8,329 $4,034 $293 $939 $13,596 
Current portion$5,073 $1,485 $293 $939 $7,790 
Noncurrent portion$3,256 $2,549 $— $— $5,806 
*The carrying value of the receivables classified as held for sale approximates fair value.

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Notes to Consolidated Financial Statements — (continued)
The company has a long-standing practice of taking mitigation actions, in certain circumstances, to transfer credit risk to third parties. These actions may include credit insurance, financial guarantees, nonrecourse secured borrowings, transfers of receivables recorded as true sales in accordance with accounting guidance or sales of equipment under operating lease. Sale of receivables arrangements are also utilized in the normal course of business as part of the company’s cash and liquidity management.
Financing receivables pledged as collateral for secured borrowings were $294 million and $349 million at September 30, 2023 and December 31, 2022, respectively. These borrowings are included in note 12, “Borrowings.”
Transfer of Financial Assets
The company has an existing agreement with a third-party investor to sell IBM short-term commercial financing receivables on a revolving basis. In addition, the company enters into agreements with third-party financial institutions to sell certain of its client financing receivables, including both loan and lease receivables, for cash proceeds. There were no material client financing receivables transferred for the nine months ended September 30, 2023 and 2022.
The following table presents the total amount of commercial financing receivables transferred.
(Dollars in millions)
For the nine months ended September 30:20232022
Commercial financing receivables:
Receivables transferred during the period$6,453 $6,091 
Receivables uncollected at end of period*$836 $816 
*Of the total amount of commercial financing receivables sold and derecognized from the Consolidated Balance Sheet, the amounts presented remained uncollected from business partners as of September 30, 2023 and 2022.
The transfer of these receivables qualified as true sales and therefore reduced financing receivables. The cash proceeds from the sales are included in cash flows from operating activities. For the nine months ended September 30, 2023 and 2022, the net loss, including fees, associated with the transfer of commercial financial receivables was $69 million and $38 million, respectively, and is included in other (income) and expense in the Consolidated Income Statement.
Financing Receivables by Portfolio Segment
The following tables present the amortized cost basis for client financing receivables at September 30, 2023 and December 31, 2022, further segmented by three classes: Americas, Europe/Middle East/Africa (EMEA) and Asia Pacific. The commercial financing receivables portfolio segment is excluded from the tables in the sections below as the receivables are short term in nature and the current estimated risk of loss and resulting impact to the company’s financial results are not material.
(Dollars in millions)    
At September 30, 2023:AmericasEMEAAsia PacificTotal
Amortized cost$5,841 $2,636 $1,190 $9,668 
Allowance for credit losses:    
Beginning balance at January 1, 2023$88 $60 $20 $168 
Write-offs$(9)$0 $0 $(9)
Recoveries0 0 3 3 
Additions/(releases)6 (14)(4)(11)
Other*6 (1)(1)3 
Ending balance at September 30, 2023$92 $44 $18 $154 
*Primarily represents translation adjustments.
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Notes to Consolidated Financial Statements — (continued)
(Dollars in millions)    
At December 31, 2022:AmericasEMEAAsia PacificTotal
Amortized cost$7,281 $3,546 $1,704 $12,531 
Allowance for credit losses:    
Beginning balance at January 1, 2022$111 $61 $23 $195 
Write-offs$(20)$(3)$(2)$(25)
Recoveries1 0 4 5 
Additions/(releases)(5)6 (4)(3)
Other*2 (5)(2)(4)
Ending balance at December 31, 2022$88 $60 $20 $168 
*Primarily represents translation adjustments.
When determining the allowances, financing receivables are evaluated either on an individual or a collective basis. For the company’s policy on determining allowances for credit losses, refer to note A, “Significant Accounting Policies,” in the company’s 2022 Annual Report.
Past Due Financing Receivables
The company summarizes information about the amortized cost basis for client financing receivables, including amortized cost aged over 90 days and still accruing, billed invoices aged over 90 days and still accruing, and amortized cost not accruing.
(Dollars in millions)Total
Amortized
Cost		Amortized
Cost
> 90 Days*		Amortized
Cost
> 90 Days and
Accruing*		Billed
Invoices
> 90 Days and
Accruing		Amortized
Cost
Not
Accruing**
At September 30, 2023:
Americas$5,841 $101 $33 $7 $70 
EMEA2,636 34 4 1 30 
Asia Pacific1,190 17 1 1 15 
Total client financing receivables$9,668 $152 $37 $9 $115 
(Dollars in millions)Total
Amortized
Cost		Amortized
Cost
> 90 Days*		Amortized
Cost
> 90 Days and
Accruing*		Billed
Invoices
> 90 Days and
Accruing		Amortized
Cost
Not
Accruing**
At December 31, 2022:
Americas$7,281 $272 $198 $22 $74 
EMEA3,546 52 8 1 46 
Asia Pacific1,704 20 3 1 17 
Total client financing receivables$12,531 $344 $208 $23 $137 
*At a contract level, which includes total billed and unbilled amounts for financing receivables aged greater than 90 days.
**Of the amortized cost not accruing, there was a related allowance of $112 million and $122 million at September 30, 2023 and December 31, 2022, respectively. Financing income recognized on these receivables was immaterial for the three and nine months ended September 30, 2023, respectively.
Credit Quality Indicators
The company’s credit quality indicators, which are based on rating agency data, publicly available information and information provided by customers, are reviewed periodically based on the relative level of risk. The resulting indicators are a numerical rating system that maps to Moody’s Investors Service credit ratings as shown below. The company uses information provided by Moody’s, where available, as one of many inputs in its determination of customer credit ratings. The credit quality of the customer is evaluated based on these indicators and is assigned the same risk rating whether the receivable is a lease or a loan.
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Notes to Consolidated Financial Statements — (continued)
The following tables present the amortized cost basis for client financing receivables by credit quality indicator at September 30, 2023 and December 31, 2022, respectively. Receivables with a credit quality indicator ranging from Aaa to Baa3 are considered investment grade. All others are considered non-investment grade. The credit quality indicators reflect mitigating credit enhancement actions taken by customers which reduce the risk to IBM. Gross write-offs by vintage year at September 30, 2023 were not material.
(Dollars in millions)AmericasEMEAAsia Pacific
At September 30, 2023:Aaa – Baa3
Ba1 – C
Aaa – Baa3
Ba1 – C
Aaa – Baa3
Ba1 – C
Vintage year:      
2023$1,242 $718 $385 $384 $281 $59 
20221,962 307 737 395 381 45 
2021780 160 290 94 120 43 
2020283 120 120 73 105 26 
2019124 33 66 45 52 10 
2018 and prior58 54 16 32 46 21 
Total$4,449 $1,393 $1,613 $1,023 $986 $204 
(Dollars in millions)AmericasEMEAAsia Pacific
At December 31, 2022:Aaa – Baa3
Ba1 – C
Aaa – Baa3
Ba1 – C
Aaa – Baa3
Ba1 – C
Vintage year:      
2022$3,316 $1,097 $1,447 $704 $799 $96 
20211,197 323 451 159 203 65 
2020559 217 258 158 210 49 
2019251 91 161 99 127 22 
2018128 26 42 16 84 21 
2017 and prior32 45 14 38 12 17 
Total$5,482 $1,800 $2,373 $1,173 $1,434 $269 
Modifications and Troubled Debt Restructurings
The company did not have any significant modifications due to financial difficulty during the nine months ended September 30, 2023. The company did not have any significant troubled debt restructurings during the year ended December 31, 2022.
10. Leases:
Accounting for Leases as a Lessor
The following table presents amounts included in the Consolidated Income Statement related to lessor activity.
Three Months Ended September 30,Nine Months Ended September 30,
(Dollars in millions)2023202220232022
Lease income — sales-type and direct financing leases:
    
Sales-type lease selling price$190 $99 $528 $888 
Less: Carrying value of underlying assets*(42)(57)(133)(195)
Gross profit$148 $43 $395 $693 
Interest income on lease receivables58 54 176 144 
Total sales-type and direct financing lease income$206 $97 $571 $838 
Lease income — operating leases
20 29 71 86 
Variable lease income12 19 47 75 
Total lease income$238 $145 $689 $998 
*Excludes unguaranteed residual value.
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Notes to Consolidated Financial Statements — (continued)
11. Intangible Assets Including Goodwill:
Intangible Assets
The following tables present the company's intangible asset balances by major asset class.
At September 30, 2023
(Dollars in millions)Gross Carrying
Amount		Accumulated
Amortization		Net Carrying
Amount*
Intangible asset class:
Capitalized software$1,606 $(734)$872 
Client relationships8,946 (3,253)5,693 
Completed technology5,630 (2,321)3,309 
Patents/trademarks1,805 (404)1,401 
Other**17 (15)2 
Total$18,004 $(6,726)$11,278 
At December 31, 2022
(Dollars in millions)Gross Carrying
Amount		Accumulated
Amortization		Net Carrying
Amount*
Intangible asset class:
Capitalized software$1,650 $(705)$945 
Client relationships8,559 (2,951)5,608 
Completed technology5,220 (2,045)3,175 
Patents/trademarks2,140 (688)1,452 
Other**19 (15)4 
Total$17,588 $(6,404)$11,184 
*Amounts as of September 30, 2023 and December 31, 2022 include a decrease in net intangible asset balances of $41 million and $198 million, respectively, due to foreign currency translation.
**Other intangibles are primarily acquired proprietary and non-proprietary business processes, methodologies and systems.
The net carrying amount of intangible assets increased $94 million during the first nine months of 2023, primarily due to additions of acquired intangibles of $1,406 million, primarily related to the acquisition of Apptio, Inc. in the current quarter and capitalized software, partially offset by intangible asset amortization. The aggregate intangible asset amortization expense was $572 million and $1,676 million for the third quarter and first nine months of 2023, respectively, compared to $577 million and $1,828 million for the third quarter and first nine months of 2022, respectively. In the first nine months of 2023, the company retired $1,327 million of fully amortized intangible assets, impacting both the gross carrying amount and accumulated amortization by this amount.
The future amortization expense relating to intangible assets currently recorded in the Consolidated Balance Sheet was estimated to be the following at September 30, 2023:
(Dollars in millions)Capitalized
Software		Acquired
Intangibles		Total
Remainder of 2023$156 $430 $585 
2024448 1,703 2,151 
2025213 1,684 1,897 
202655 1,661 1,716 
2027— 1,642 1,642 
Thereafter— 3,285 3,285 
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Notes to Consolidated Financial Statements — (continued)
Goodwill
The changes in the goodwill balances by segment for the nine months ended September 30, 2023 and for the year ended December 31, 2022 were as follows:
(Dollars in millions)BalanceGoodwill
Additions		Purchase
Price
Adjustments		Foreign
Currency
Translation
and Other
Adjustments*		Balance
Segment1/1/2023Divestitures9/30/2023
Software$43,657 $3,447 $(7)$— $(173)$46,923 
Consulting7,928 395 6 — (26)8,302 
Infrastructure4,363 12 — — (5)4,370 
Other— — — — — — 
Total$55,949 $3,854 $(1)$— $(205)$59,596 

(Dollars in millions)BalanceGoodwill
Additions		Purchase
Price
Adjustments		Foreign
Currency
Translation
and Other
Adjustments*		Balance
Segment1/1/2022Divestitures12/31/2022
Software$43,966 $568 $(118)$— $(760)$43,657 
Consulting6,797 1,366 (42)— (192)7,928 
Infrastructure4,396 — — (1)(32)4,363 
Other**484 — — (484)— — 
Total$55,643 $1,934 $(159)$(485)$(984)$55,949 
*Primarily driven by foreign currency translation.
**The company derecognized goodwill related to the divestiture of its healthcare software assets in the second quarter of 2022.
There were no goodwill impairment losses recorded during the first nine months of 2023 or full-year 2022 and the company has no accumulated impairment losses. Purchase price adjustments recorded in the first nine months of 2023 and full-year 2022 were related to acquisitions that were still subject to the measurement period that ends at the earlier of 12 months from the acquisition date or when information becomes available. Net purchase price adjustments recorded in the first nine months of 2023 were not material. Net purchase price adjustments recorded in 2022 primarily related to deferred tax assets and liabilities associated with the Turbonomic acquisition.
12. Borrowings:
Short-Term Debt
(Dollars in millions)At September 30, 2023At December 31, 2022
Short-term loans$13 $8 
Long-term debt — current maturities
6,400 4,751 
Total$6,414 $4,760 
The weighted-average interest rate for short-term loans was 1.8 percent and 7.6 percent at September 30, 2023 and December 31, 2022, respectively.
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Notes to Consolidated Financial Statements — (continued)
Long-Term Debt
Pre-Swap Borrowing
 BalanceBalance
(Dollars in millions)Maturities9/30/202312/31/2022
U.S. dollar debt (weighted-average interest rate at September 30, 2023):*   
2.4%2023$2 $1,529 
3.3%20245,004 5,009 
5.1%20251,602 1,603 
3.5%20265,201 4,351 
3.1%20273,620 3,620 
5.0%20281,313 313 
3.5%20293,250 3,250 
2.0%20301,350 1,350 
4.4%20321,850 1,850 
4.8%2033750 — 
8.0%203883 83 
4.5%20392,745 2,745 
2.9%2040650 650 
4.0%20421,107 1,107 
7.0%204527 27 
4.7%2046650 650 
4.3%20493,000 3,000 
3.0%2050750 750 
4.2%20521,400 1,400 
5.1%2053650 — 
7.1%2096316 316 
$35,321 $33,605 
Other currencies (weighted-average interest rate at September 30, 2023, in parentheses):*   
Euro (1.8%)
2024–2043$18,512 $17,087 
Pound sterling (4.9%)
2038915 — 
Japanese yen (0.5%)
2024–20281,182 694 
Other (15.1%)
2023–2026310 361 
$56,240 $51,747 
Finance lease obligations (4.3%)
2023–2030303 239 
$56,542 $51,986 
Less: net unamortized discount 846 835 
Less: net unamortized debt issuance costs 157 138 
Add: fair value adjustment** (311)(73)
$55,228 $50,940 
Less: current maturities 6,400 4,751 
Total $48,828 $46,189 
*Includes notes, debentures, bank loans and secured borrowings.
**The portion of the company’s fixed-rate debt obligations that is hedged is reflected in the Consolidated Balance Sheet as an amount equal to the sum of the debt’s carrying value and a fair value adjustment representing changes in the fair value of the hedged debt obligations attributable to movements in benchmark interest rates.
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Notes to Consolidated Financial Statements — (continued)
The company’s indenture governing its debt securities and its various credit facilities each contain significant covenants which obligate the company to promptly pay principal and interest, limit the aggregate amount of secured indebtedness and sale and leaseback transactions to 10 percent of the company’s consolidated net tangible assets, and restrict the company’s ability to merge or consolidate unless certain conditions are met. The credit facilities also include a covenant on the company’s consolidated net interest expense ratio, which cannot be less than 2.20 to 1.0, as well as a cross default provision with respect to other defaulted indebtedness of at least $500 million.
The company is in compliance with its debt covenants and provides periodic certifications to its lenders. The failure to comply with its debt covenants could constitute an event of default with respect to the debt to which such provisions apply. If certain events of default were to occur, the principal and interest on the debt to which such event of default applied would become immediately due and payable.
In the first quarter of 2023, the company issued $0.7 billion of Japanese yen floating-rate syndicated bank loans with a maturity of 5 years; $4.6 billion of Euro fixed-rate notes in tranches with maturities ranging from 4 to 20 years and coupons ranging from 3.375 percent to 4 percent; $0.9 billion of Pound sterling fixed-rate notes with a maturity of 15 years and a coupon of 4.875 percent; and $3.25 billion of U.S. dollar fixed-rate notes in tranches with maturities ranging from 3 to 30 years and coupons ranging from 4.5 to 5.1 percent.
Pre-swap annual contractual obligations of long-term debt outstanding at September 30, 2023, were as follows:
(Dollars in millions)Total
Remainder of 2023$75 
20246,368 
20254,912 
20265,570 
20275,772 
Thereafter33,845 
Total$56,542 
Interest on Debt
(Dollars in millions)  
For the nine months ended September 30:20232022
Cost of financing$255 $264 
Interest expense1,202 903 
Interest capitalized7 4 
Total interest paid and accrued$1,464 $1,170 
Lines of Credit
The company has a $2.5 billion Three-Year Credit Agreement and a $7.5 billion Five-Year Credit Agreement (the Credit Agreements) with maturity dates of June 20, 2026 and June 22, 2028, respectively. The Credit Agreements permit the company and its subsidiary borrowers to borrow up to $10 billion on a revolving basis. At September 30, 2023, there were no borrowings by the company, or its subsidiaries, under these credit facilities.
13. Commitments:
The company’s extended lines of credit to third-party entities include unused amounts of $1.5 billion and $1.6 billion at September 30, 2023 and December 31, 2022, respectively. A portion of these amounts was available to the company’s business partners to support their working capital needs. In addition, the company has committed to provide future financing to its clients in connection with client purchase agreements for $1.5 billion and $2.1 billion at September 30, 2023 and December 31, 2022, respectively. The reduction in the future financing commitments is primarily due to lower services financing in the current year. The company collectively evaluates the allowance for these arrangements using a provision methodology consistent with the portfolio of the commitments. Refer to note A, “Significant Accounting
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Notes to Consolidated Financial Statements — (continued)
Policies,” in the company’s 2022 Annual Report for additional information. The allowance for these commitments is recorded in other liabilities in the Consolidated Balance Sheet and was not material at September 30, 2023.
The company has applied the guidance requiring a guarantor to disclose certain types of guarantees, even if the likelihood of requiring the guarantor’s performance is remote. The following is a description of arrangements in which the company is the guarantor.
The company is a party to a variety of agreements pursuant to which it may be obligated to indemnify the other party with respect to certain matters. Typically, these obligations arise in the context of contracts entered into by the company, under which the company customarily agrees to hold the party harmless against losses arising from a breach of representations and covenants related to such matters as title to the assets sold, certain intellectual property rights, specified environmental matters, third-party performance of nonfinancial contractual obligations and certain income taxes. In each of these circumstances, payment by the company is conditioned on the other party making a claim pursuant to the procedures specified in the particular contract, the procedures of which typically allow the company to challenge the other party’s claims. While indemnification provisions typically do not include a contractual maximum on the company’s payment, the company’s obligations under these agreements may be limited in terms of time and/or nature of claim, and in some instances, the company may have recourse against third parties for certain payments made by the company.
It is not possible to predict the maximum potential amount of future payments under these or similar agreements due to the conditional nature of the company’s obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the company under these agreements have not had a material effect on the company’s business, financial condition or results of operations.
In addition, the company guarantees certain loans and financial commitments. The maximum potential future payment under these financial guarantees and the fair value of these guarantees recognized in the Consolidated Balance Sheet at September 30, 2023 and December 31, 2022 was not material.
Changes in the company’s warranty liability for standard warranties, which are included in other accrued expenses and liabilities and other liabilities in the Consolidated Balance Sheet, and for extended warranty contracts, which are included in deferred income in the Consolidated Balance Sheet, are presented in the following tables.
Standard Warranty Liability
(Dollars in millions)20232022
Balance at January 1$79 $77 
Current-period accruals53 58 
Accrual adjustments to reflect actual experience(14)(1)
Charges incurred(64)(62)
Balance at September 30$54 $72 
Extended Warranty Liability
(Dollars in millions)20232022
Balance at January 1$272 $350 
Revenue deferred for new extended warranty contracts55 103 
Amortization of deferred revenue(122)(148)
Other* (4)(21)
Balance at September 30$201 $284 
Current portion$119 $139 
Noncurrent portion$82 $145 
*Other primarily consists of foreign currency translation adjustments.
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Notes to Consolidated Financial Statements — (continued)
14. Contingencies:
As a company with a substantial employee population and with clients in more than 175 countries, IBM is involved, either as plaintiff or defendant, in a variety of ongoing claims, demands, suits, investigations, tax matters and proceedings that arise from time to time in the ordinary course of its business. The company is a leader in the information technology industry and, as such, has been and will continue to be subject to claims challenging its IP rights and associated products and offerings, including claims of copyright and patent infringement and violations of trade secrets and other IP rights. In addition, the company enforces its own IP against infringement, through license negotiations, lawsuits or otherwise. Further, given the rapidly evolving external landscape of cybersecurity, privacy and data protection laws, regulations and threat actors, the company and its clients have been and will continue to be subject to actions or proceedings in various jurisdictions. Also, as is typical for companies of IBM’s scope and scale, the company is party to actions and proceedings in various jurisdictions involving a wide range of labor and employment issues (including matters related to contested employment decisions, country-specific labor and employment laws, and the company’s pension, retirement and other benefit plans), as well as actions with respect to contracts, product liability, securities, foreign operations, competition law and environmental matters. These actions may be commenced by a number of different parties, including competitors, clients, current or former employees, government and regulatory agencies, stockholders and representatives of the locations in which the company does business. Some of the actions to which the company is party may involve particularly complex technical issues, and some actions may raise novel questions under the laws of the various jurisdictions in which these matters arise.
The company records a provision with respect to a claim, suit, investigation or proceeding when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Any recorded liabilities, including any changes to such liabilities for the quarter ended September 30, 2023 were not material to the Consolidated Financial Statements.
In accordance with the relevant accounting guidance, the company provides disclosures of matters for which the likelihood of material loss is at least reasonably possible. In addition, the company also discloses matters based on its consideration of other matters and qualitative factors, including the experience of other companies in the industry, and investor, customer and employee relations considerations.
With respect to certain of the claims, suits, investigations and proceedings discussed herein, the company believes at this time that the likelihood of any material loss is remote, given, for example, the procedural status, court rulings, and/or the strength of the company’s defenses in those matters. With respect to the remaining claims, suits, investigations and proceedings discussed in this note, except as specifically discussed herein, the company is unable to provide estimates of reasonably possible losses or range of losses, including losses in excess of amounts accrued, if any, for the following reasons. Claims, suits, investigations and proceedings are inherently uncertain, and it is not possible to predict the ultimate outcome of these matters. It is the company’s experience that damage amounts claimed in litigation against it are unreliable and unrelated to possible outcomes, and as such are not meaningful indicators of the company’s potential liability. Further, the company is unable to provide such an estimate due to a number of other factors with respect to these claims, suits, investigations and proceedings, including considerations of the procedural status of the matter in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information important to the matters. The company reviews claims, suits, investigations and proceedings at least quarterly, and decisions are made with respect to recording or adjusting provisions and disclosing reasonably possible losses or range of losses (individually or in the aggregate), to reflect the impact and status of settlement discussions, discovery, procedural and substantive rulings, reviews by counsel and other information pertinent to a particular matter.
Whether any losses, damages or remedies finally determined in any claim, suit, investigation or proceeding could reasonably have a material effect on the company’s business, financial condition, results of operations or cash flows will depend on a number of variables, including: the timing and amount of such losses or damages; the structure and type of any such remedies; the significance of the impact any such losses, damages or remedies may have in the Consolidated Financial Statements; and the unique facts and circumstances of the particular matter that may give rise to additional factors. While the company will continue to defend itself vigorously, it is possible that the company’s business, financial condition, results of operations or cash flows could be affected in any particular period by the resolution of one or more of these matters.
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Notes to Consolidated Financial Statements — (continued)
The following is a summary of the more significant legal matters involving the company.
On June 8, 2021, IBM sued GlobalFoundries U.S. Inc. (GF) in New York State Supreme Court for claims including fraud and breach of contract relating to a long-term strategic relationship between IBM and GF for researching, developing, and manufacturing advanced semiconductor chips for IBM. GF walked away from its obligations and IBM is now suing to recover amounts paid to GF, and other compensatory and punitive damages, totaling more than $1.5 billion. On September 14, 2021, the court ruled on GF’s motion to dismiss. On April 7, 2022, the Appellate Division unanimously reversed the lower court’s dismissal of IBM’s fraud claim. IBM’s claims for breaches of contract, promissory estoppel, and fraud are proceeding.
On June 2, 2022, a putative class action lawsuit was filed in the United States District Court for the Southern District of New York alleging that the IBM Pension Plan miscalculated certain joint and survivor annuity pension benefits by using outdated actuarial tables in violation of the Employee Retirement Income Security Act of 1974. IBM, the Plan Administrator Committee, and the IBM Pension Plan are named as defendants.
As disclosed in the Kyndryl Form 10 and subsequent Kyndryl public filings, in 2017 BMC Software, Inc. (BMC) filed suit against IBM in the United States District Court for the Southern District of Texas in a dispute involving IBM’s former managed infrastructure services business. On May 30, 2022, the trial court awarded BMC $718 million in direct damages and $718 million in punitive damages, plus interest and fees. IBM filed a notice of appeal. IBM does not believe it has any material exposure relating to this litigation. No material liability or related indemnification asset has been recorded by IBM.
The company is party to, or otherwise involved in, proceedings brought by U.S. federal or state environmental agencies under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), known as “Superfund,” or laws similar to CERCLA. Such statutes require potentially responsible parties to participate in remediation activities regardless of fault or ownership of sites. The company is also conducting environmental investigations, assessments or remediations at or in the vicinity of several current or former operating sites globally pursuant to permits, administrative orders or agreements with country, state or local environmental agencies, and is involved in lawsuits and claims concerning certain current or former operating sites.
The company is also subject to ongoing tax examinations and governmental assessments in various jurisdictions. Along with many other U.S. companies doing business in Brazil, the company is involved in various challenges with Brazilian tax authorities regarding non-income tax assessments and non-income tax litigation matters. The total potential amount related to all these matters for all applicable years is approximately $400 million. The company believes it will prevail on these matters and that this amount is not a meaningful indicator of liability.
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Notes to Consolidated Financial Statements — (continued)
15. Equity Activity:
Reclassifications and Taxes Related to Items of Other Comprehensive Income
(Dollars in millions)Before Tax
Amount		Tax (Expense)/
Benefit		Net of Tax
Amount
For the three months ended September 30, 2023:
Other comprehensive income/(loss):   
Foreign currency translation adjustments$151 $(164)$(13)
Net changes related to available-for-sale securities:  
Unrealized gains/(losses) arising during the period$0 $0 $0 
Reclassification of (gains)/losses to other (income) and expense— — — 
Total net changes related to available-for-sale securities$0 $0 $0 
Unrealized gains/(losses) on cash flow hedges:  
Unrealized gains/(losses) arising during the period$131 $(35)$95 
Reclassification of (gains)/losses to:
   
Cost of services2 0 1 
Cost of sales5 (1)4 
Cost of financing3 (1)2 
SG&A expense4 (1)3 
Other (income) and expense175 (44)131 
Interest expense14 (4)11 
Total unrealized gains/(losses) on cash flow hedges$333 $(85)$248 
Retirement-related benefit plans:*
   
Prior service costs/(credits)$— $— $— 
Net (losses)/gains arising during the period102 (26)77 
Curtailments and settlements2 (1)1 
Amortization of prior service (credits)/costs(2)1 (2)
Amortization of net (gains)/losses128 (37)91 
Total retirement-related benefit plans$230 $(63)$167 
Other comprehensive income/(loss)$714 $(313)$402 
*These accumulated other comprehensive income (AOCI) components are included in the computation of net periodic pension cost. Refer to note 18, “Retirement-Related Benefits,” for additional information.

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Notes to Consolidated Financial Statements — (continued)
Reclassifications and Taxes Related to Items of Other Comprehensive Income
(Dollars in millions)Before Tax
Amount		Tax (Expense)/
Benefit		Net of Tax
Amount
For the three months ended September 30, 2022:
Other comprehensive income/(loss):   
Foreign currency translation adjustments$143 $(301)$(158)
Net changes related to available-for-sale securities:   
Unrealized gains/(losses) arising during the period$0 $0 $0 
Reclassification of (gains)/losses to other (income) and expense— — — 
Total net changes related to available-for-sale securities$0 $0 $0 
Unrealized gains/(losses) on cash flow hedges:   
Unrealized gains/(losses) arising during the period$189 $(49)$140 
Reclassification of (gains)/losses to:   
Cost of services(4)1 (3)
Cost of sales(35)10 (25)
Cost of financing7 (2)5 
SG&A expense(8)2 (6)
Other (income) and expense6 (2)5 
Interest expense22 (5)16 
Total unrealized gains/(losses) on cash flow hedges$178 $(45)$133 
Retirement-related benefit plans:*   
Prior service costs/(credits)$412 $(104)$309 
Net (losses)/gains arising during the period53 (13)39 
Curtailments and settlements5,913 (1,487)4,426 
Amortization of prior service (credits)/costs3 (1)2 
Amortization of net (gains)/losses388 (108)279 
Total retirement-related benefit plans$6,768 $(1,712)$5,056 
Other comprehensive income/(loss)$7,089 $(2,058)$5,030 
*These AOCI components are included in the computation of net periodic pension cost and include the impact of a one-time, non-cash pension settlement charge of $5.9 billion ($4.4 billion net of tax) in the third quarter of 2022. Refer to note 18, “Retirement-Related Benefits,” for additional information.


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Notes to Consolidated Financial Statements — (continued)
Reclassifications and Taxes Related to Items of Other Comprehensive Income
(Dollars in millions)Before Tax
Amount		Tax (Expense)/
Benefit		Net of Tax
Amount
For the nine months ended September 30, 2023:
Other comprehensive income/(loss):   
Foreign currency translation adjustments$180 $(142)$39 
Net changes related to available-for-sale securities:   
Unrealized gains/(losses) arising during the period$(1)$0 $(1)
Reclassification of (gains)/losses to other (income) and expense— — — 
Total net changes related to available-for-sale securities$(1)$0 $(1)
Unrealized gains/(losses) on cash flow hedges:   
Unrealized gains/(losses) arising during the period$279 $(77)$203 
Reclassification of (gains)/losses to:
   
Cost of services6 (1)5 
Cost of sales(12)4 (8)
Cost of financing12 (3)9 
SG&A expense(7)2 (4)
Other (income) and expense(6)1 (4)
Interest expense57 (14)43 
Total unrealized gains/(losses) on cash flow hedges$330 $(87)$243 
Retirement-related benefit plans:*
   
Prior service costs/(credits)$— $1 $1 
Net (losses)/gains arising during the period104 (19)85 
Curtailments and settlements7 (2)5 
Amortization of prior service (credits)/costs(6)2 (5)
Amortization of net (gains)/losses389 (113)276 
Total retirement-related benefit plans$494 $(132)$361 
Other comprehensive income/(loss)$1,003 $(361)$642 
*These AOCI components are included in the computation of net periodic pension cost. Refer to note 18, “Retirement-Related Benefits,” for additional information.
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Notes to Consolidated Financial Statements — (continued)
Reclassifications and Taxes Related to Items of Other Comprehensive Income
(Dollars in millions)Before Tax
Amount		Tax (Expense)/
Benefit		Net of Tax
Amount
For the nine months ended September 30, 2022:
Other comprehensive income/(loss):   
Foreign currency translation adjustments$799 $(784)$14 
Net changes related to available-for-sale securities:   
Unrealized gains/(losses) arising during the period$(1)$0 $(1)
Reclassification of (gains)/losses to other (income) and expense— — — 
Total net changes related to available-for-sale securities$(1)$0 $(1)
Unrealized gains/(losses) on cash flow hedges:   
Unrealized gains/(losses) arising during the period$449 $(118)$332 
Reclassification of (gains)/losses to:   
Cost of services(32)8 (24)
Cost of sales(71)20 (50)
Cost of financing19 (5)14 
SG&A expense(28)8 (20)
Other (income) and expense51 (13)38 
Interest expense64 (16)48 
Total unrealized gains/(losses) on cash flow hedges$453 $(116)$338 
Retirement-related benefit plans:*   
Prior service costs/(credits)$408 $(99)$309 
Net (losses)/gains arising during the period63 (20)43 
Curtailments and settlements5,931 (1,491)4,440 
Amortization of prior service (credits)/costs16 (4)12 
Amortization of net (gains)/losses1,305 (364)941 
Total retirement-related benefit plans$7,722 $(1,978)$5,745 
Other comprehensive income/(loss)$8,973 $(2,877)$6,096 
*These AOCI components are included in the computation of net periodic pension cost and include the impact of a one-time, non-cash pension settlement charge of $5.9 billion ($4.4 billion net of tax) in the third quarter of 2022. Refer to note 18, “Retirement-Related Benefits,” for additional information.

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Notes to Consolidated Financial Statements — (continued)
Accumulated Other Comprehensive Income/(Loss) (net of tax)
(Dollars in millions)Net Unrealized
Gains/(Losses)
on Cash Flow
Hedges		Foreign
Currency
Translation
Adjustments*		Net Change
Retirement-
Related
Benefit
Plans		Net Unrealized
Gains/(Losses)
on Available-
For-Sale
Securities		Accumulated
Other
Comprehensive
Income/ (Loss)
January 1, 2023$(135)$(3,591)$(13,013)$(1)$(16,740)
Other comprehensive income before reclassifications203 39 86 (1)326 
Amount reclassified from accumulated other comprehensive income
40 — 276 — 316 
Total change for the period$243 $39 $361 $(1)$642 
September 30, 2023$109 $(3,552)$(12,652)$(2)$(16,098)

(Dollars in millions)Net Unrealized
Gains/(Losses)
on Cash Flow
Hedges		Foreign
Currency
Translation
Adjustments*		Net Change
Retirement-
Related
Benefit
Plans		Net Unrealized
Gains/(Losses)
on Available-
For-Sale
Securities		Accumulated
Other
Comprehensive
Income/ (Loss)
January 1, 2022$(18)$(3,362)$(19,854)$(1)$(23,234)
Other comprehensive income before reclassifications332 14 352 (1)697 
Amount reclassified from accumulated other comprehensive income6 — 5,393 **— 5,399 
Total change for the period$338 $14 $5,745 $(1)$6,096 
September 30, 2022$320 $(3,347)$(14,110)$(1)$(17,138)
*Foreign currency translation adjustments are presented gross except for any associated hedges which are presented net of tax.
** Includes the impact of a one-time, non-cash pension settlement charge of $5.9 billion ($4.4 billion net of tax) in the third quarter of 2022. Refer to note 18, “Retirement-Related Benefits,” for additional information.

16. Derivative Financial Instruments:
The company operates in multiple functional currencies and is a significant lender and borrower in the global markets. In the normal course of business, the company is exposed to the impact of interest rate changes and foreign currency fluctuations, and to a lesser extent equity and commodity price changes and client credit risk. The company limits these risks by following established risk management policies and procedures, including the use of derivatives, and, where cost effective, financing with debt in the currencies in which assets are denominated. For interest rate exposures, derivatives are used to better align rate movements between the interest rates associated with the company’s lease and other financial assets and the interest rates associated with its financing debt. Derivatives are also used to manage the related cost of debt. For foreign currency exposures, derivatives are used to better manage the cash flow volatility arising from foreign exchange rate fluctuations.
In the Consolidated Balance Sheet, the company does not offset derivative assets against liabilities in master netting arrangements nor does it offset receivables or payables recognized upon payment or receipt of cash collateral against the fair values of the related derivative instruments. At September 30, 2023 and December 31, 2022, the amount recognized in other accounts receivables for the right to reclaim cash collateral was $112 million and $140 million, respectively. At September 30, 2023 and December 31, 2022, the amount recognized in accounts payable for the obligation to return cash collateral was $3 million and $8 million respectively. The company restricts the use of cash collateral received to rehypothecation, and therefore reports it in restricted cash in the Consolidated Balance Sheet. At September 30, 2023 and December 31, 2022, the amount rehypothecated was $3 million and $8 million respectively. Additionally, if derivative exposures covered by a qualifying master netting agreement had been netted in the Consolidated Balance Sheet at
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Notes to Consolidated Financial Statements — (continued)
September 30, 2023 and December 31, 2022, the total derivative asset and liability positions each would have been reduced by $281 million and $220 million, respectively.
On May 19, 2022, in connection with the disposition of 22.3 million shares of Kyndryl common stock, the company entered into a cash-settled swap that maintained IBM’s continued economic exposure in those shares. The notional value of the swap was $311 million. For the three and nine months ended September 30, 2022, an unrealized gain of $3 million and an unrealized loss of $85 million, respectively, was recorded in other (income) and expense in the Consolidated Income Statement. The company settled the swap on November 2, 2022.

In its hedging programs, the company may use forward contracts, futures contracts, interest-rate swaps, cross-currency swaps, equity swaps, and options depending upon the underlying exposure. The company is not a party to leveraged derivative instruments.
A brief description of the major hedging programs, categorized by underlying risk, follows.
Interest Rate Risk
Fixed and Variable Rate Borrowings
The company issues debt in the global capital markets to fund its operations and financing business. Access to cost-effective financing can result in interest rate mismatches with the underlying assets. To manage these mismatches and to reduce overall interest cost, the company may use interest-rate swaps to convert specific fixed-rate debt issuances into variable-rate debt (i.e., fair value hedges) and to convert specific variable-rate debt issuances into fixed-rate debt (i.e., cash flow hedges). At September 30, 2023 and December 31, 2022, the total notional amount of the company’s interest-rate swaps was $6.7 billion and $6.5 billion, respectively. The weighted-average remaining maturity of these instruments at September 30, 2023 and December 31, 2022 was approximately 5.7 years and 6.0 years, respectively. These interest-rate contracts were accounted for as fair value hedges. The company did not have any cash flow hedges relating to this program outstanding at September 30, 2023 and December 31, 2022.
Forecasted Debt Issuance
The company is exposed to interest rate volatility on future debt issuances. To manage this risk, the company may use instruments such as forward starting interest-rate swaps to lock in the rate on the interest payments related to the forecasted debt issuances. There were no instruments outstanding at September 30, 2023 and December 31, 2022.
In connection with cash flow hedges of forecasted interest payments related to the company's borrowings, the company recorded net losses (before taxes) of $126 million and $139 million at September 30, 2023 and December 31, 2022, respectively, in AOCI. The company estimates that $16 million of the deferred net losses (before taxes) on derivatives in AOCI at September 30, 2023 will be reclassified to net income within the next 12 months, providing an offsetting economic impact against the underlying interest payments.
Foreign Exchange Risk
Long-Term Investments in Foreign Subsidiaries (Net Investment)
A large portion of the company’s foreign currency denominated debt portfolio is designated as a hedge of net investment in foreign subsidiaries to reduce the volatility in stockholders’ equity caused by changes in foreign currency exchange rates in the functional currency of major foreign subsidiaries with respect to the U.S. dollar. At September 30, 2023 and December 31, 2022, the carrying value of debt designated as hedging instruments was $15.2 billion and $13.4 billion, respectively. The company also uses cross-currency swaps and foreign exchange forward contracts (forward contracts) for this risk management purpose. At September 30, 2023 and December 31, 2022, the total notional amount of derivative instruments designated as net investment hedges was $5.3 billion and $4.7 billion, respectively. At September 30, 2023 and December 31, 2022, the weighted-average remaining maturity of these instruments was approximately 0.2 years and 0.1 years, respectively.
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Notes to Consolidated Financial Statements — (continued)
Anticipated Royalties and Cost Transactions
The company’s operations generate significant nonfunctional currency, third-party vendor payments and intercompany payments for royalties and goods and services among the company’s non-U.S. subsidiaries and with the company. In anticipation of these foreign currency cash flows and in view of the volatility of the currency markets, the company selectively employs foreign exchange forward contracts to manage its currency risk. These forward contracts are accounted for as cash flow hedges. At September 30, 2023, the maximum remaining length of time over which the company hedged its exposure is approximately two years. At September 30, 2023 and December 31, 2022, the total notional amount of forward contracts designated as cash flow hedges of forecasted royalty and cost transactions was $9.0 billion and $8.1 billion, respectively. At both September 30, 2023 and December 31, 2022, the weighted-average remaining maturity of these instruments was approximately 0.6 years.
At September 30, 2023 and December 31, 2022, in connection with cash flow hedges of anticipated royalties and cost transactions, the company recorded net gains (before taxes) of $317 million and $66 million, respectively, in AOCI. The company estimates that $257 million of deferred net gains (before taxes) on derivatives in AOCI at September 30, 2023 will be reclassified to net income within the next 12 months, providing an offsetting economic impact against the underlying anticipated transactions.
Foreign Currency Denominated Borrowings
The company is exposed to exchange rate volatility on foreign currency denominated debt. To manage this risk, the company may employ forward contracts or cross-currency swaps to convert the principal, or principal and interest payments of foreign currency denominated debt to debt denominated in the functional currency of the borrowing entity. These derivatives are accounted for as cash flow hedges. For forward contracts, the company excludes the initial forward points from the assessment of hedge effectiveness and recognizes it in other (income) and expense in the Consolidated Income Statement on a straight-line basis over the life of the hedging instrument. Changes in the fair value of the amounts excluded from the assessment of hedge effectiveness are recognized in OCI.
In August 2023, the company terminated all of its outstanding cross-currency swaps designated as cash flow hedges of the principal and interest associated with foreign currency denominated debt and executed forward contracts designated as cash flow hedges of the principal associated with foreign currency denominated debt. At September 30, 2023, the maximum length of time remaining over which the company hedged its exposure was approximately seven years. At September 30, 2023 and December 31, 2022, the total notional amount of derivative instruments designated as cash flow hedges of foreign-currency denominated debt was $5.2 billion and $3.1 billion, respectively.
At September 30, 2023 and December 31, 2022, in connection with cross-currency swaps, the company recorded net losses (before taxes) of $74 million and $101 million, respectively, in AOCI, of which $23 million of deferred net losses (before taxes) is estimated to be reclassified to net income within the next 12 months.
At September 30, 2023, in connection with forward contracts, the company has recorded net gains (before taxes) of $40 million in AOCI. Approximately $72 million of losses (before taxes) related to the initial forward points excluded from the assessment of hedge effectiveness is expected to be amortized to other (income) and expenses within the next 12 months. There was no activity associated with forward contracts recorded in AOCI at December 31, 2022.
Subsidiary Cash and Foreign Currency Asset/Liability Management
The company uses its Global Treasury Centers to manage the cash of its subsidiaries. These centers principally use currency swaps to convert cash flows in a cost-effective manner. In addition, the company uses forward contracts to economically hedge, on a net basis, the foreign currency exposure of a portion of the company’s nonfunctional currency assets and liabilities. The terms of these forward and swap contracts are generally less than one year. The changes in the fair values of these contracts and of the underlying hedged exposures are generally offsetting and are recorded in other (income) and expense in the Consolidated Income Statement. At September 30, 2023 and December 31, 2022, the total notional amount of derivative instruments in economic hedges of foreign currency exposure was $6.2 billion and $5.9 billion, respectively.
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Notes to Consolidated Financial Statements — (continued)
Equity Risk Management
The company is exposed to market price changes in certain broad market indices and in the company’s own stock primarily related to certain obligations to employees. Changes in the overall value of these employee compensation obligations are recorded in SG&A expense in the Consolidated Income Statement. Although not designated as accounting hedges, the company utilizes derivatives, including equity swaps and futures, to economically hedge the exposures related to its employee compensation obligations. The derivatives are linked to the total return on certain broad market indices or the total return on the company’s common stock, and are recorded at fair value with gains or losses also reported in SG&A expense in the Consolidated Income Statement. At September 30, 2023 and December 31, 2022, the total notional amount of derivative instruments in economic hedges of these compensation obligations was $1.2 billion and $1.1 billion, respectively.
Cumulative Basis Adjustments for Fair Value Hedges
At September 30, 2023 and December 31, 2022, the following amounts were recorded in the Consolidated Balance Sheet related to cumulative basis adjustments for fair value hedges:
(Dollars in millions)September 30,
2023		December 31,
2022
Short-term debt:  
Carrying amount of the hedged item$(2)$(199)
Cumulative hedging adjustments included in the carrying amount — assets/(liabilities)*$(2)$1 
Long-term debt:  
Carrying amount of the hedged item$(6,376)$(6,216)
Cumulative hedging adjustments included in the carrying amount — assets/(liabilities)*$312 $72 
*Includes ($212) million and ($250) million of hedging adjustments on discontinued hedging relationships at September 30, 2023 and December 31, 2022, respectively.
The Effect of Derivative Instruments in the Consolidated Income Statement
The total amounts of income and expense line items presented in the Consolidated Income Statement in which the effects of fair value hedges, cash flow hedges, net investment hedges and derivatives not designated as hedging instruments are recorded and the total effect of hedge activity on these income and expense line items are as follows:
(Dollars in millions)TotalGains/(Losses) of
Total Hedge Activity
For the three months ended September 30:2023202220232022
Cost of services$5,217 $5,168 $(2)$4 
Cost of sales$1,419 $1,389 $(5)$35 
Cost of financing$94 $120 $(3)$1 
SG&A expense$4,458 $4,391 $(58)$(69)
Other (income) and expense$(215)$5,755 $(316)$(189)
Interest expense$412 $295 $(15)$4 
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Notes to Consolidated Financial Statements — (continued)
Gain (Loss) Recognized in Consolidated Income Statement
(Dollars in millions)Consolidated
Income Statement
Line Item		Recognized on
Derivatives
Attributable to Risk
Being Hedged (2)
For the three months ended September 30:2023202220232022
Derivative instruments in fair value hedges (1):
     
Interest rate contractsCost of financing$(33)$(64)$28 $68 
Interest expense(166)(191)139 203 
Derivative instruments not designated as hedging instruments: 
Foreign exchange contractsOther (income) and expense(141)(186)N/AN/A
Equity contractsSG&A expense(54)(76)N/AN/A
Other (income) and expense— 3 N/AN/A
Total $(394)$(514)$167 $271 
Gain (Loss) Recognized in Consolidated Income Statement and Other Comprehensive Income
Recognized in OCIConsolidated
Income Statement
Line Item		Reclassified
from AOCI
Amounts Excluded from
Effectiveness Testing (3)
(Dollars in millions)
For the three months ended September 30:202320222023202220232022
Derivative instruments in cash flow hedges:       
Interest rate contracts$— $— Cost of financing$(1)$(1)$— $— 
Interest expense(4)(3)— — 
Foreign exchange contractsCost of services(2)4 — — 
Amount included in the assessment of effectiveness101 189 Cost of sales(5)35 — — 
Amount excluded from the assessment of effectiveness29 — Cost of financing(2)(6)— — 
SG&A expense(4)8 — — 
Other (income) and expense(164)(6)(11)— 
Interest expense(11)(18)— — 
Instruments in net investment hedges (4):
       
Foreign exchange contracts652 1,198 Cost of financing— — 5 5 
  Interest expense— — 26 14 
Total$782 $1,387  $(192)$12 $21 $19 
(1)The amount includes changes in clean fair values of the derivative instruments in fair value hedging relationships and the periodic accrual for coupon payments required under these derivative contracts.
(2)The amount includes basis adjustments to the carrying value of the hedged item recorded during the period and amortization of basis adjustments recorded on de-designated hedging relationships during the period.
(3)The company’s policy is to recognize all fair value changes in amounts excluded from effectiveness testing for net investment hedges in net income each period. For cash flow hedges of foreign currency denominated debt, the amounts excluded from effectiveness testing are amortized to net income over the life of the hedging instrument.
(4)Instruments in net investment hedges include derivative and non-derivative instruments with the amounts recognized in OCI providing an offset to the translation of foreign subsidiaries.
N/A - not applicable
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Notes to Consolidated Financial Statements — (continued)
(Dollars in millions)TotalGains/(Losses) of
Total Hedge Activity
For the nine months ended September 30:2023202220232022
Cost of services$15,821 $15,915 $(6)$32 
Cost of sales$4,329 $4,555 $12 $71 
Cost of financing$297 $314 $(10)$0 
SG&A expense$14,212 $13,843 $44 $(291)
Other (income) and expense$(721)$5,921 $(315)$(730)
Interest expense$1,202 $903 $(46)$1 
Gain (Loss) Recognized in Consolidated Income Statement
(Dollars in millions)Consolidated
Income Statement
Line Item		Recognized on
Derivatives
Attributable to Risk
Being Hedged (2)
For the nine months ended September 30:2023202220232022
Derivative instruments in fair value hedges (1):
     
Interest rate contractsCost of financing$(55)$(76)$42 $89 
Interest expense(261)(261)196 305 
Derivative instruments not designated as hedging instruments:     
Foreign exchange contractsOther (income) and expense(321)(595)N/AN/A
Equity contractsSG&A expense37 (319)N/AN/A
Other (income) and expense— (85)N/AN/A
Total $(600)$(1,336)$238 $395 
Gain (Loss) Recognized in Consolidated Income Statement and Other Comprehensive Income
Recognized in OCIConsolidated
Income Statement
Line Item		Reclassified
from AOCI
Amounts Excluded from
Effectiveness Testing (3)
(Dollars in millions)
For the nine months ended September 30:202320222023202220232022
Derivative instruments in cash flow hedges:       
Interest rate contracts$— $— Cost of financing$(2)$(3)$— $— 
Interest expense(11)(10)— — 
Foreign exchange contractsCost of services(6)32 — — 
Amount included in the assessment of effectiveness250 449 Cost of sales12 71 — — 
Amount excluded from the assessment of effectiveness29 — Cost of financing(10)(16)— — 
SG&A expense7 28 — — 
Other (income) and expense16 (51)(11)— 
Interest expense(46)(54)— — 
Instruments in net investment hedges (4):
       
Foreign exchange contracts564 3,118 Cost of financing— — 16 6 
  Interest expense— — 75 22 
Total$843 $3,567  $(40)$(4)$81 $28 
(1)The amount includes changes in clean fair values of the derivative instruments in fair value hedging relationships and the periodic accrual for coupon payments required under these derivative contracts.
(2)The amount includes basis adjustments to the carrying value of the hedged item recorded during the period and amortization of basis adjustments recorded on de-designated hedging relationships during the period.
(3)The company’s policy is to recognize all fair value changes in amounts excluded from effectiveness testing for net investment hedges in net income each period. For cash flow hedges of foreign currency denominated debt, the amounts excluded from effectiveness testing are amortized to net income over the life of the hedging instrument.
(4)Instruments in net investment hedges include derivative and non-derivative instruments with the amounts recognized in OCI providing an offset to the translation of foreign subsidiaries.
N/A - not applicable
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Notes to Consolidated Financial Statements — (continued)
For the three and nine months ended September 30, 2023 and 2022, there were no material gains or losses excluded from the assessment of hedge effectiveness (for fair value or cash flow hedges), or associated with an underlying exposure that did not or was not expected to occur (for cash flow hedges); nor are there any anticipated in the normal course of business.
17. Stock-Based Compensation:
Stock-based compensation cost for stock awards and stock options is measured at grant date, based on the fair value of the award, and is recognized over the employee requisite service period. The following table presents total stock-based compensation cost included in income from continuing operations.
Three Months Ended September 30,Nine Months Ended September 30,
(Dollars in millions)2023202220232022
Cost$48 $40 $141 $124 
Selling, general and administrative148 138 465 427 
Research, development and engineering91 73 237 188 
Pre-tax stock-based compensation cost$286 $251 $843 $739 
Income tax benefits(74)(51)(216)(191)
Total net stock-based compensation cost$213 $200 $627 $548 
Pre-tax stock-based compensation cost for the three months ended September 30, 2023 increased $35 million compared to the corresponding period in the prior year due to increases in restricted stock units ($26 million), performance share units ($4 million) and stock options ($4 million). The increases are driven by stock-based compensation awards granted by the company as part of its annual cycles for executives and other employees.
Pre-tax stock-based compensation cost for the nine months ended September 30, 2023 increased $104 million compared to the corresponding period in the prior year due to increases in restricted stock units ($44 million), stock options ($25 million), Employees Stock Purchase Plan (ESPP) ($20 million) and performance share units ($15 million). The increases are driven by stock-based compensation awards granted by the company as part of its annual cycles for executives and other employees and the ESPP being considered compensatory effective April 1, 2022.
Total unrecognized compensation cost related to non-vested awards at September 30, 2023 was $1.7 billion and is expected to be recognized over a weighted-average period of approximately 2.7 years.
18. Retirement-Related Benefits:
The company offers defined benefit (DB) pension plans, defined contribution pension plans, as well as nonpension postretirement plans primarily consisting of retiree medical benefits.
The following tables provide the pre-tax cost for all retirement-related plans.
Yr. to Yr.
(Dollars in millions)Percent
For the three months ended September 30:20232022Change
Retirement-related plans — cost:
   
Defined benefit and contribution pension plans — cost
$250 $6,319 *(96.0)%
Nonpension postretirement plans — cost
33 31 5.3 
Total$283 $6,350 (95.5)%
*Includes the impact of a one-time, non-cash, pre-tax pension settlement charge of $5.9 billion related to the Qualified PPP, as described below.
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Notes to Consolidated Financial Statements — (continued)
Yr. to Yr.
(Dollars in millions)Percent
For the nine months ended September 30:20232022Change
Retirement-related plans — cost:
   
Defined benefit and contribution pension plans — cost
$791 $7,252 *(89.1)%
Nonpension postretirement plans — cost
98 97 0.4 
Total$888 $7,350 (87.9)%
*Includes the impact of a one-time, non-cash, pre-tax pension settlement charge of $5.9 billion related to the Qualified PPP, as described below.

Cost/(Income) of Pension Plans

The following tables provide the components of the cost/(income) for the company’s pension plans.
(Dollars in millions)U.S. PlansNon-U.S. Plans
For the three months ended September 30:2023 202220232022
Service cost$— $— $44 $57 
Interest cost*272 282 293 124 
Expected return on plan assets*(382)(432)(363)(246)
Amortization of prior service costs/(credits)*— 2 5 3 
Recognized actuarial losses*27 132 99 247 
Curtailments and settlements*— 5,894 **2 19 
Multi-employer plans— — 4 4 
Other costs/(credits)*— — 3 8 
Total net periodic pension (income)/cost of defined benefit plans$(82)$5,877 $88 $216 
Cost of defined contribution plans150 134 95 91 
Total defined benefit and contribution pension plans cost recognized in the Consolidated Income Statement$68 $6,012 $182 $307 
(Dollars in millions)U.S. PlansNon-U.S. Plans
For the nine months ended September 30:2023 202220232022
Service cost$— $— $133 $180 
Interest cost*817 885 873 394 
Expected return on plan assets*(1,146)(1,382)(1,081)(778)
Amortization of prior service costs/(credits)*0 6 15 10 
Recognized actuarial losses*82 490 302 784 
Curtailments and settlements*— 5,894 **7 38 
Multi-employer plans— — 10 11 
Other costs/(credits)*— — 21 24 
Total net periodic pension (income)/cost of defined benefit plans$(247)$5,893 $281 $663 
Cost of defined contribution plans473 416 283 280 
Total defined benefit and contribution pension plans cost recognized in the Consolidated Income Statement$226 $6,309 $565 $943 
*These components of net periodic pension cost are included in other (income) and expense in the Consolidated Income Statement.
** Reflects the impact of a one-time, non-cash, pre-tax pension settlement charge related to the Qualified PPP, as described below.

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Notes to Consolidated Financial Statements — (continued)
Cost of Nonpension Postretirement Plans
The following tables provide the components of the cost for the company’s nonpension postretirement plans.
(Dollars in millions)U.S. PlanNon-U.S. Plans
For the three months ended September 30:2023202220232022
Service cost$1 $1 $1 $1 
Interest cost*29 21 10 8 
Expected return on plan assets*— — (1)0 
Amortization of prior service costs/(credits)*(7)(2)0 0 
Recognized actuarial losses*— 1 0 1 
Curtailments and settlements*— — — — 
Total nonpension postretirement plans cost recognized in the Consolidated Income Statement$23 $21 $10 $10 

(Dollars in millions)U.S. PlanNon-U.S. Plans
For the nine months ended September 30:2023202220232022
Service cost$3 $4 $2 $2 
Interest cost*88 58 29 26 
Expected return on plan assets*— — (2)(2)
Amortization of prior service costs/(credits)*(22)(1)0 0 
Recognized actuarial losses*— 6 (1)3 
Curtailments and settlements*— — — — 
Total nonpension postretirement plans cost recognized in the Consolidated Income Statement$69 $67 $28 $30 
*These components of net periodic pension cost are included in other (income) and expense in the Consolidated Income Statement.
IBM U.S. Pension Plan Change
As described in note 1, “Basis of Presentation,” in September 2022, the Qualified PPP irrevocably transferred to the Insurers approximately $16 billion of the Qualified PPP’s defined benefit pension obligations and related plan assets, thereby reducing the company’s pension obligations and assets by the same amount. This transaction further de-risked the company’s retirement-related plans by eliminating the potential for the company to make future cash contributions to fund this portion of pension obligations being transferred to the Insurers.
Upon issuance of the group annuity contracts, the Qualified PPP’s benefit obligations and administration for approximately 100,000 of the company’s retirees and beneficiaries (the Transferred Participants) were transferred to the Insurers. Under the group annuity contracts, each Insurer made an irrevocable commitment, and is solely responsible, to pay 50 percent of the pension benefits of each Transferred Participant that are due on and after January 1, 2023. The company recognized a one-time, non-cash, pre-tax pension settlement charge of $5.9 billion ($4.4 billion net of tax) in the third quarter of 2022 primarily related to the accelerated recognition of actuarial losses included within AOCI in the Consolidated Statement of Equity.

Plan Contributions
The company does not anticipate any significant changes to the expected plan contributions in 2023 from the amounts disclosed in the 2022 Annual Report.

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Notes to Consolidated Financial Statements — (continued)
The table below includes contributions to the following plans:
(Dollars in millions)Plan Contributions
For the nine months ended September 30:20232022
U.S. nonpension postretirement benefit plans$188 $272 
Non-U.S. DB and multi-employer plans*45 85 
Total plan contributions$233 $357 
*Amounts reported net of refunds.
During the nine months ended September 30, 2023 and 2022, the company contributed $188 million and $247 million of U.S. Treasury Securities, respectively, to the U.S. nonpension postretirement benefit plan. Additionally, during the nine months ended September 30, 2023 and 2022, the company contributed $537 million and $366 million of U.S. Treasury securities, respectively, to the Active Medical Trust. Contributions made with U.S. Treasury securities are considered a non-cash transaction.
19. Subsequent Events:
On October 30, 2023, the company announced that the Board of Directors approved a quarterly dividend of $1.66 per common share. The dividend is payable December 9, 2023 to shareholders of record on November 10, 2023.
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Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023
Snapshot
Organization of Information:
In September 2022, the IBM Qualified Personal Pension Plan (Qualified PPP) purchased two separate nonparticipating single premium group annuity contracts from The Prudential Insurance Company of America and Metropolitan Life Insurance Company (collectively, the Insurers) and irrevocably transferred to the Insurers approximately $16 billion of the Qualified PPP’s defined benefit pension obligations and related plan assets, thereby reducing our pension obligations and assets by the same amount. The group annuity contracts were purchased using assets of the Qualified PPP and no additional funding contribution was required from the company. As a result of this transaction we recognized a one-time, non-cash, pre-tax pension settlement charge of $5.9 billion ($4.4 billion net of tax) in the third quarter of 2022, primarily related to the accelerated recognition of accumulated actuarial losses of the Qualified PPP. Refer to note 18, “Retirement-Related Benefits,” for additional information.
In the fourth quarter of 2022, we completed our annual assessment of the useful lives of our property, plant and equipment. Due to advances in technology, we determined we should increase the estimated useful lives of our server and network equipment from five to six years for new assets and from three to four years for used assets. This change in accounting estimate was effective beginning January 1, 2023. Based on the carrying amount of server and network equipment included in property, plant and equipment-net in our Consolidated Balance Sheet as of December 31, 2022, the effect of this change in estimate was an increase in income from continuing operations before income taxes of $44 million, or $0.04 per basic and diluted share for the three months ended September 30, 2023, and $175 million, or $0.16 and $0.15 per basic and diluted share, respectively, for the nine months ended September 30, 2023.
In 2023, we executed workforce rebalancing actions to address remaining stranded costs from portfolio actions over the last couple of years resulting in a charge to pre-tax income from continuing operations of $34 million and $410 million for the three and nine months ended September 30, 2023. In addition, beginning in the first quarter of 2023, we updated our measure of segment pre-tax income to no longer allocate workforce rebalancing actions to our segments, consistent with our management system. Workforce rebalancing charges in the third quarter and first nine months of 2022 of $13 million and $22 million, respectively, were included in the segments.
Within the tables presented, certain columns and rows may not add due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts. Certain prior-period amounts have been reclassified to conform to the current period presentation. This is annotated where applicable.
Currency:
The references to “adjusted for currency” or “at constant currency” in the Management Discussion do not include operational impacts that could result from fluctuations in foreign currency rates. When we refer to growth rates at constant currency or adjust such growth rates for currency, it is done so that certain financial results can be viewed without the impact of fluctuations in foreign currency exchange rates, thereby facilitating period-to-period comparisons of its business performance. Financial results adjusted for currency are calculated by translating current period activity in local currency using the comparable prior-year period’s currency conversion rate. This approach is used for countries where the functional currency is the local currency. Generally, when the dollar either strengthens or weakens against other currencies, the growth at constant currency rates or adjusting for currency will be higher or lower than growth reported at actual exchange rates. Refer to “Currency Rate Fluctuations” for additional information.
Operating (non-GAAP) Earnings:
In an effort to provide better transparency into the operational results of the business, supplementally, management separates business results into operating and non-operating categories. Operating earnings from continuing operations is a non-GAAP measure that excludes the effects of certain acquisition-related charges, intangible asset amortization, expense resulting from basis differences on equity method investments, retirement-related costs, certain impacts from the Kyndryl
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Management Discussion – (continued)
separation and their related tax impacts. Due to the unique, non-recurring nature of the enactment of the U.S. Tax Cuts and Jobs Act (U.S. tax reform), management characterizes the one-time provisional charge recorded in the fourth quarter of 2017 and adjustments to that charge as non-operating. Adjustments primarily include true-ups, accounting elections and any changes to regulations, laws, audit adjustments that affect the recorded one-time charge. Management characterizes direct and incremental charges incurred related to the Kyndryl separation as non-operating given their unique and non-recurring nature. In 2022, these charges primarily related to any net gains or losses on the Kyndryl common stock and the related cash-settled swap with a third-party financial institution, which were recorded in other (income) and expense in the Consolidated Income Statement. As of November 2, 2022, the company no longer held an ownership interest in Kyndryl. For acquisitions, operating (non-GAAP) earnings exclude the amortization of purchased intangible assets and acquisition-related charges such as in-process research and development, transaction costs, applicable retention, restructuring and related expenses, tax charges related to acquisition integration and pre-closing charges, such as financing costs. These charges are excluded as they may be inconsistent in amount and timing from period to period and are significantly impacted by the size, type and frequency of the company’s acquisitions. All other spending for acquired companies is included in both earnings from continuing operations and in operating (non-GAAP) earnings. For retirement-related costs, management characterizes certain items as operating and others as non-operating, consistent with GAAP. We include defined benefit plan and nonpension postretirement benefit plan service costs, multi-employer plan costs and the cost of defined contribution plans in operating earnings. Non-operating retirement-related costs include defined benefit plan and nonpension postretirement benefit plan amortization of prior service costs, interest cost, expected return on plan assets, amortized actuarial gains/losses, the impacts of any plan curtailments/settlements including a one-time, non-cash, pre-tax settlement charge of $5.9 billion ($4.4 billion net of tax) in the third quarter of 2022 and pension insolvency costs and other costs. Non-operating retirement-related costs are primarily related to changes in pension plan assets and liabilities which are tied to financial market performance, and the company considers these costs to be outside of the operational performance of the business.
Overall, management believes that supplementally providing investors with a view of operating earnings as described above provides increased transparency and clarity into both the operational results of the business and the performance of the company’s pension plans; improves visibility to management decisions and their impacts on operational performance; enables better comparison to peer companies; and allows the company to provide a long-term strategic view of the business going forward. In addition, these non-GAAP measures provide a perspective consistent with areas of interest we routinely receive from investors and analysts. Our reportable segment financial results reflect pre-tax operating earnings from continuing operations, consistent with our management and measurement system.

Financial Results Summary — Three Months Ended September 30
(Dollars and shares in millions except per share amounts)Yr. to Yr.
Percent/
Margin
Change
For the three months ended September 30:20232022*
Revenue$14,752 $14,107 4.6 %**
Gross profit margin54.4 %52.7 %1.7 pts.
Total expense and other (income)$6,150 $11,931 (48.5)%
Income/(loss) from continuing operations before income taxes $1,873 $(4,501)nm
Provision for/(benefit from) income taxes from continuing operations$159 $(1,287)nm
Income/(loss) from continuing operations $1,714 $(3,214)nm
Income/(loss) from continuing operations margin 11.6 %(22.8)%34.4 pts.
Income/(loss) from discontinued operations, net of tax$(10)$18 nm
Net income/(loss)$1,704 $(3,196)nm
Earnings/(loss) per share from continuing operations - assuming dilution$1.86 $(3.55)nm
Consolidated earnings/(loss) per share - assuming dilution $1.84 $(3.54)nm
Weighted-average shares outstanding - assuming dilution923.7904.12.2 %
*Includes a one-time, non-cash, pre-tax pension settlement charge of $5.9 billion ($4.4 billion net of tax) resulting in an impact of ($4.86) to diluted earnings/(loss) per share from continuing operations and an impact of ($4.87) to consolidated diluted earnings/(loss) per share. See note 18, “Retirement-Related Benefits,” for additional information.
**3.5% percent adjusted for currency.
nm - not meaningful
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Management Discussion – (continued)
The following table provides the company’s operating (non-GAAP) earnings for the third quarter of 2023 and 2022.
(Dollars in millions except per share amounts)Yr. to Yr.
Percent
Change
For the three months ended September 30:20232022
Net income/(loss) as reported$1,704 $(3,196)*nm
Income/(loss) from discontinued operations, net of tax(10)18 nm
Income/(loss) from continuing operations$1,714 $(3,214)*nm
Non-operating adjustments (net of tax):   
Acquisition-related charges$340 $315 8.0 %
Non-operating retirement-related costs/(income)1 4,566 *(100.0)
U.S. tax reform impacts(24)— nm
Kyndryl-related impacts— (14)(100.0)
Operating (non-GAAP) earnings**$2,031 $1,653 22.8 %
Diluted operating (non-GAAP) earnings per share**$2.20 $1.81 21.5 %
*Includes a one-time, non-cash pension settlement charge of $4.4 billion net of tax.
**Refer to page 81 for a more detailed reconciliation of net income to operating earnings.
nm - not meaningful
Macroeconomic Environment:
Our business profile positions us well in challenging macroeconomic times. Our diversification across geographies, industries, clients and business mix and our recurring revenue base provides some stability in revenue, profit and cash generation. In the current environment, clients and partners continue to view technology as a source of competitive advantage. Businesses and governments around the world are looking for opportunities to address demographic shifts, make their supply chains more resilient and improve sustainability. More recently, geopolitical events and the "higher for longer" interest rate environment are adding to the growing uncertainty. In response, clients are leveraging technologies like hybrid cloud and AI that boost productivity and competitiveness.
In the first nine months of 2023, movements in global currencies continued to impact our reported year-to-year revenue and pre-tax profit. We execute hedging programs which defer, but do not eliminate, the impact of currency. The (gains)/losses from these hedging programs are reflected primarily in other income and expense. See “Currency Rate Fluctuations,” for additional information. We saw progress from the actions we have taken to mitigate the impacts of escalating labor and component costs and a strong U.S. dollar. Consulting gross profit and pre-tax margin increased in the third quarter of 2023 on a year-to-year basis, reflecting the pricing and productivity actions we have taken. We expect these actions to continue to contribute to margin improvement for the remainder of 2023.
Financial Performance Summary — Three Months Ended September 30:
In the third quarter of 2023, we reported $14.8 billion in revenue, income from continuing operations of $1.7 billion and operating (non-GAAP) earnings of $2.0 billion. Diluted earnings per share from continuing operations was $1.86 as reported and $2.20 on an operating (non-GAAP) basis. We generated $3.1 billion in cash from operations and $1.7 billion in free cash flow, and delivered shareholder returns of $1.5 billion in dividends. Our third-quarter performance reflects solid revenue growth, profit margin expansion and strong cash generation. Our cash generation has enabled us to be acquisitive and increase our investment in R&D, strengthening our future hybrid cloud and AI capabilities, while continuing to support shareholder returns through dividends.
Total revenue grew 4.6 percent as reported and 3.5 percent adjusted for currency compared to the prior-year period led by our growth areas of Software and Consulting. Software delivered revenue growth of 7.8 percent as reported and 6 percent adjusted for currency, with growth in both Hybrid Platform & Solutions and Transaction Processing, as clients leverage their data for insights and automate IT in a hybrid cloud environment. Hybrid Platform & Solutions revenue was up 8.0 percent as reported and 7 percent adjusted for currency, with growth across Red Hat, Automation and Data & AI. Transaction Processing grew 7.3 percent as reported and 5 percent adjusted for currency, reflecting the success of the last two zSystems cycles which drives demand for this mission-critical software. Consulting revenue increased 5.6 percent as reported and 5 percent adjusted for currency, with revenue growth across all lines of business as clients continue to
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Management Discussion – (continued)
prioritize transformation projects that enable cost savings and productivity. Infrastructure revenue decreased 2.4 percent year to year as reported and 3 percent adjusted for currency, with declines in Distributed Infrastructure and Infrastructure Support reflecting product cycle dynamics; partially offset by growth in zSystems.
From a geographic perspective, Americas revenue increased 3.6 percent as reported (4 percent adjusted for currency). Europe/Middle East/Africa (EMEA) increased 6.7 percent as reported and was flat adjusted for currency. Asia Pacific increased 4.1 percent (7 percent adjusted for currency).

Gross margin of 54.4 percent increased 1.7 points year to year with continued margin expansion across all reportable segments driven by revenue growth, improving portfolio mix and productivity actions. Operating (non-GAAP) gross margin of 55.5 percent increased 1.6 points compared to the prior-year period due to the same dynamics.
Total expense and other (income) decreased 48.5 percent in the third quarter of 2023 versus the prior-year period primarily driven by the pension settlement charge of $5.9 billion in the prior year, and benefits from productivity and transformation of our business processes; partially offset by the effects of currency and higher net spending to drive our hybrid cloud and AI strategy. Total operating (non-GAAP) expense and other (income) increased 4.5 percent year to year, driven primarily by the effects of currency and higher net spending to drive our strategy; partially offset by benefits from productivity and transformation initiatives.
Pre-tax income from continuing operations was $1.9 billion in the third quarter of 2023 compared with pre-tax loss of $4.5 billion in the prior year and pre-tax margin was 12.7 percent, an increase of 44.6 points versus the third quarter of 2022. The year-to-year improvements were primarily driven by the $5.9 billion pension settlement charge in the prior year, the combination of our revenue and gross margin performance and the benefits from productivity actions. The continuing operations provision for income taxes for the third quarter of 2023 was $0.2 billion, compared to a benefit of $1.3 billion in the third quarter of 2022. The prior-year tax benefit was primarily due to the pension settlement charge. Net income from continuing operations was $1.7 billion compared to a net loss of $3.2 billion in the third quarter of 2022 and the net income from continuing operations margin was 11.6 percent, up 34.4 points year to year.
Operating (non-GAAP) pre-tax income from continuing operations of $2.3 billion increased 17.0 percent compared to the prior-year period and the operating (non-GAAP) pre-tax margin from continuing operations increased 1.7 points to 15.6 percent. The combination of our revenue and gross margin performance and productivity actions resulted in strong operating (non-GAAP) pre-tax income growth in the current period. The operating (non-GAAP) income tax provision was $0.3 billion for the third quarter of 2023 and 2022. Operating (non-GAAP) net income from continuing operations of $2.0 billion increased 22.8 percent and the operating (non-GAAP) net income margin from continuing operations of 13.8 percent was up 2.0 points year to year.
Diluted earnings per share from continuing operations was $1.86 in the third quarter of 2023 compared to diluted loss per share of $3.55 in the prior-year period, which included an impact of $4.86 from the pension settlement charge. Operating (non-GAAP) diluted earnings per share of $2.20 increased 21.5 percent versus the prior-year period.
Cash provided by operating activities was $3.1 billion in the third quarter of 2023, an increase of $1.2 billion compared to the third quarter of 2022. Net cash used in investing activities was $2.0 billion, a decline of $0.3 billion and financing activities were a net use of cash of $3.1 billion in the third quarter of 2023 compared to a net source of cash of $0.7 billion in third quarter of 2022, due to higher debt maturities in the current year.
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Management Discussion – (continued)
Financial Results Summary — Nine Months Ended September 30:
(Dollars and shares in millions except per share amounts)Yr. to Yr.
Percent/
Margin
Change
For the nine months ended September 30:20232022*
Revenue$44,479 $43,840 1.5 %**
Gross profit margin54.0 %52.6 %1.4 pts.
Total expense and other (income)$19,102 $25,212 (24.2)%
Income/(loss) from continuing operations before income taxes $4,931 $(2,156)nm
Provision for/(benefit from) income taxes from continuing operations$702 $(1,070)nm
Income/(loss) from continuing operations $4,229 $(1,087)nm
Income/(loss) from continuing operations margin 9.5 %(2.5)%12.0 pts.
Income/(loss) from discontinued operations, net of tax$(15)$16 nm
Net income/(loss)$4,214 $(1,071)nm
Earnings/(loss) per share from continuing operations - assuming dilution$4.59 $(1.21)nm
Consolidated earnings/(loss) per share - assuming dilution$4.58 $(1.19)nm
Weighted-average shares outstanding - assuming dilution920.3901.62.1 %
At 9/30/2023At 12/31/2022
Assets $129,321 $127,243 1.6 %
Liabilities $106,165 $105,222 0.9 %
Equity $23,156 $22,021 5.2 %
*Includes a one-time, non-cash, pre-tax pension settlement charge of $5.9 billion ($4.4 billion net of tax) resulting in an impact of ($4.86) to diluted earnings/(loss) per share from continuing operations and consolidated diluted earnings/(loss) per share. See note 18, “Retirement-Related Benefits,” for additional information.
**2.7% percent adjusted for currency.
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The following table provides the company’s operating (non-GAAP) earnings for the first nine months of 2023 and 2022.
(Dollars in millions except per share amounts)Yr. to Yr.
Percent
Change
For the nine months ended September 30:20232022
Net income/(loss) as reported$4,214 $(1,071)*nm
Income/(loss) from discontinued operations, net of tax(15)16 nm
Income/(loss) from continuing operations$4,229 $(1,087)*nm
Non-operating adjustments (net of tax):   
Acquisition-related charges$953 $1,019 (6.5)%
Non-operating retirement-related costs/(income)11 4,856 *(99.8)
U.S. tax reform impacts91 (112)nm
Kyndryl-related impacts— 353 (100.0)
Operating (non-GAAP) earnings **$5,283 $5,029 5.0 %
Diluted operating (non-GAAP) earnings per share **$5.74 $5.52 4.0 %
*Includes a one-time, non-cash pension settlement charge of $4.4 billion net of tax.
**Refer to page 82 for a more detailed reconciliation of net income to operating earnings.
nm - not meaningful
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Management Discussion – (continued)
Financial Performance Summary —Nine Months Ended September 30:
In the first nine months of 2023, we reported $44.5 billion in revenue, income from continuing operations of $4.2 billion and operating (non-GAAP) earnings of $5.3 billion. Diluted earnings per share from continuing operations was $4.59 as reported and $5.74 on an operating (non-GAAP) basis. We generated $9.5 billion in cash from operations and $5.1 billion in free cash flow, and delivered shareholder returns of $4.5 billion in dividends. Our year-to-date performance reflects the continued momentum in our growth areas of Software and Consulting, and a solid recurring revenue base driven by our high-value software.
Total revenue grew 1.5 percent as reported and 3 percent adjusted for currency compared to the prior-year period. Software delivered revenue growth of 5.9 percent as reported and 6 percent adjusted for currency, with growth in both Hybrid Platform & Solutions and Transaction Processing. Consulting revenue increased 4.2 percent as reported and 6 percent adjusted for currency, with growth across all lines of business. Infrastructure revenue decreased 7.6 percent as reported and 6 percent adjusted for currency, reflecting product cycle dynamics which impacted both Hybrid Infrastructure and Infrastructure Support.
From a geographic perspective, Americas revenue increased 0.9 percent year to year as reported (1 percent adjusted for currency). EMEA increased 3.5 percent (3 percent adjusted for currency). Asia Pacific was flat but grew 6 percent adjusted for currency.
Gross margin of 54.0 percent increased 1.4 points year to year with continued gross profit expansion across all reportable segments driven by our improving portfolio mix and productivity actions. Operating (non-GAAP) gross margin of 55.1 percent increased 1.3 points compared to the prior-year period due to the same dynamics.
Total expense and other (income) decreased 24.2 percent in the first nine months of 2023 versus the prior-year period primarily driven by the pension settlement charge of $5.9 billion in the prior year, higher interest income, prior-year impacts related to the Kyndryl retained shares and swap, and benefits from productivity and transformation of our business processes. This was partially offset by higher workforce rebalancing charges, higher interest expense, lower gains from divestitures, higher spending to drive our hybrid cloud and AI strategy and the effects of currency. Total operating (non-GAAP) expense and other (income) increased 4.3 percent year to year, driven primarily by higher workforce rebalancing charges, higher interest expense, lower gains from divestitures and higher net spending to drive our strategy; partially offset by higher interest income and benefits from productivity and transformation initiatives.
Pre-tax income from continuing operations was $4.9 billion in the first nine months of 2023 compared with pre-tax loss of $2.2 billion in the prior-year period and pre-tax margin was 11.1 percent, an increase of 16.0 points. Performance in the first nine months of 2023 benefited from the expense dynamics described above, improvements in portfolio mix and ongoing productivity actions. The continuing operations provision for income taxes for the first nine months of 2023 was $0.7 billion, compared to a benefit of $1.1 billion for the first nine months of 2022. The prior-year tax benefit was primarily due to the pension settlement charge in the third-quarter 2022. Net income from continuing operations was $4.2 billion compared with a net loss of $1.1 billion in the prior-year period and the net income from continuing operations margin was 9.5 percent, up 12.0 points year to year.
Operating (non-GAAP) pre-tax income from continuing operations of $6.1 billion increased 2.4 percent compared to the prior-year period and the operating (non-GAAP) pre-tax margin from continuing operations increased 0.1 points to 13.8 percent. The operating (non-GAAP) provision for income taxes for the first nine months of 2023 was $0.9 billion, compared to $1.0 billion for the first nine months of 2022. Operating (non-GAAP) income from continuing operations of $5.3 billion increased 5.0 percent and the operating (non-GAAP) income margin from continuing operations of 11.9 percent increased 0.4 points year to year.
Diluted earnings per share from continuing operations was $4.59 in the first nine months of 2023 compared to diluted loss per share of $1.21 in the prior-year period, which included an impact of $4.86 from the pension settlement charge. Operating (non-GAAP) diluted earnings per share of $5.74 increased 4.0 percent versus the prior-year period.
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Management Discussion – (continued)
At September 30, 2023, the balance sheet remained strong with the flexibility to support and invest in the business. Cash and cash equivalents, restricted cash and marketable securities at September 30, 2023 of $11.0 billion increased $2.2 billion from December 31, 2022 and debt of $55.2 billion at September 30, 2023 increased $4.3 billion.
Total assets increased $2.1 billion ($2.9 billion adjusted for currency) from December 31, 2022 primarily driven by an increase in goodwill mainly related to the Apptio acquisition and an increase in cash and cash equivalents and marketable securities; partially offset by a decrease in receivables. Total liabilities increased $0.9 billion ($1.9 billion adjusted for currency) from December 31, 2022 primarily driven by an increase in debt; partially offset by decreases in accounts payable, taxes and derivative liabilities. Total equity of $23.2 billion increased $1.1 billion from December 31, 2022 primarily driven by year-to-date net income and common stock issuances; partially offset by dividends paid.
Cash provided by operating activities was $9.5 billion in the first nine months of 2023, an increase of $3.0 billion. Net cash used in investing activities of $9.9 billion increased $7.0 billion compared to the prior-year period. Net cash used in financing activities of $0.2 billion decreased $2.0 billion compared to the prior-year period.
Third Quarter and First Nine Months in Review
Results of Continuing Operations
Segment Details
The following tables present each reportable segment’s revenue and gross margin results, followed by an analysis of the third quarter and first nine months of 2023 versus the third quarter and first nine months of 2022 reportable segments results.
(Dollars in millions)Yr. to Yr.
Percent/Margin
Change		Yr. to Yr.
Percent
Change
Adjusted For
Currency
For the three months ended September 30:20232022
Revenue:    
Software$6,265 $5,811 7.8 %6.3 %
Gross margin79.5 %79.0 %0.5 pts.
Consulting4,963 4,700 5.6 %5.0 %
Gross margin27.4 %26.0 %1.5 pts.
Infrastructure3,272 3,352 (2.4)%(3.2)%
Gross margin53.5 %50.8 %2.8 pts.
Financing186 174 6.9 %5.1 %
Gross margin49.7 %32.8 %16.9 pts.
Other67 70 (5.1)%(14.1)%
Gross margin(243.4)%(197.7)%(45.6)pts.
Total revenue$14,752 $14,107 4.6 %3.5 %
Total gross profit$8,023 $7,430 8.0 % 
Total gross margin54.4 %52.7 %1.7 pts. 
Non-operating adjustments: 
Amortization of acquired intangible assets162 165 (1.9)% 
Operating (non-GAAP) gross profit$8,185 $7,595 7.8 % 
Operating (non-GAAP) gross margin 55.5 %53.8 %1.6 pts. 

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Management Discussion – (continued)
(Dollars in millions)Yr. to Yr.
Percent/Margin
Change		Yr. to Yr.
Percent
Change
Adjusted For
Currency
For the nine months ended September 30:20232022
Revenue:    
Software$18,794 $17,749 5.9 %6.5 %
Gross margin79.4 %79.0 %0.4 pts.
Consulting14,938 14,337 4.2 %6.4 %
Gross margin26.2 %24.8 %1.4 pts.
Infrastructure9,988 10,805 (7.6)%(6.4)%
Gross margin53.8 %51.9 %1.9 pts.
Financing566 474 19.5 %20.3 %
Gross margin47.5 %35.1 %12.4 pts.
Other*
192 475 (59.5)%(60.5)%
Gross margin(233.5)%(63.6)%(169.9)pts.
Total revenue$44,479 $43,840 1.5 %2.7 %
Total gross profit$24,033 $23,055 4.2 % 
Total gross margin54.0 %52.6 %1.4 pts. 
Non-operating adjustments:    
Amortization of acquired intangible assets460 526 (12.6)% 
Operating (non-GAAP) gross profit$24,492 $23,582 3.9 % 
Operating (non-GAAP) gross margin 55.1 %53.8 %1.3 pts. 
*    The year-to-year decline relates to the divestiture of our healthcare software assets in the second quarter of 2022.
Software
(Dollars in millions)Yr. to Yr.
Percent
Change		Yr. to Yr.
Percent
Change
Adjusted For
Currency
For the three months ended September 30:20232022
Software revenue:$6,265 $5,811 7.8 %6.3 %
Hybrid Platform & Solutions$4,506 $4,172 8.0 %6.7 %
Red Hat9.4 7.6 
Automation14.0 12.8 
Data & AI6.4 5.5 
Security(1.9)(3.3)
Transaction Processing1,759 1,640 7.3 5.3 

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Management Discussion – (continued)
(Dollars in millions)Yr. to Yr.
Percent
Change		Yr. to Yr.
Percent
Change
Adjusted For
Currency
For the nine months ended September 30:20232022
Software revenue:$18,794 $17,749 5.9 %6.5 %
Hybrid Platform & Solutions$13,350 $12,641 5.6 %6.2 %
Red Hat9.5 9.7 
Automation4.6 5.4 
Data & AI5.9 6.6 
Security(1.6)(0.8)
Transaction Processing5,444 5,107 6.6 7.2 
Software revenue of $6,265 million increased 7.8 percent as reported (6 percent adjusted for currency) in the third quarter of 2023 compared to the prior-year period, driven by revenue growth in both Hybrid Platform & Solutions and Transaction Processing. This revenue performance reflects continued growth in our recurring revenue base, which is approximately 80 percent of annual software revenue, as well as transactional revenue growth.
Hybrid Platform & Solutions revenue of $4,506 million increased 8.0 percent as reported (7 percent adjusted for currency) in the third quarter of 2023 compared to the prior-year period, driven by growth in Red Hat, Automation and Data & AI. Red Hat revenue increased 9.4 percent as reported (8 percent adjusted for currency). OpenShift and Ansible each contributed double-digit revenue growth in the third quarter of 2023 compared to the prior-year period and continued to gain market share. Automation revenue increased 14.0 percent as reported (13 percent adjusted for currency), with growth across all business areas. We had strength in AIOps and Management driven by good performance in Instana, Turbonomic and our most recent acquisition, Apptio as clients focus on optimizing their business outcomes and boost productivity. IT and business automation are top client priorities and we have been investing to capture this opportunity. Data & AI revenue increased 6.4 percent as reported (6 percent adjusted for currency), including growth in Data Fabric and Customer Care as enterprise clients prepare for and adopt generative AI solutions, leveraging watsonx. We also grew revenue in Asset & Supply Chain Management as we help enterprises run sustainable operations. Security revenue decreased 1.9 percent as reported (3 percent adjusted for currency) in the third quarter of 2023. While we had declines in managed security services, we had growth in security software, driven by Data Security and Identity & Access Management.
Across Hybrid Platform & Solutions, our annual recurring revenue (ARR) was $14.0 billion. ARR is a key performance metric management uses to assess the health and growth trajectory of our Hybrid Platform & Solutions business within the Software segment. ARR is calculated by estimating the current quarter’s recurring, committed value for certain types of active contracts as of the period-end date and then multiplying that value by four. This value is based on each arrangement’s contract value and start date, mitigating fluctuations during the contract term, and includes the following consumption models: (1) software subscription agreements, including committed term licenses, (2) as-a-service arrangements such as SaaS and PaaS, (3) maintenance and support contracts, and (4) security managed services contracts. ARR should be viewed independently of revenue as this performance metric and its inputs may not represent the amount of revenue recognized in the period and therefore is not intended to represent current period revenue or revenue that will be recognized in future periods. ARR is calculated at estimated constant currency.
Transaction Processing revenue of $1,759 million increased 7.3 percent as reported (5 percent adjusted for currency) in the third quarter of 2023 compared to the prior-year period, reflecting the success of the last two zSystems cycles which is driving demand for this mission-critical software.
For the first nine months of 2023, Software revenue of $18,794 million increased 5.9 percent as reported (6 percent adjusted for currency) compared to the same period in 2022, driven by solid growth in Hybrid Platform & Solutions, led by Red Hat, Automation and Data & AI, and Transaction Processing. This growth reflects clients' increased adoption of our hybrid cloud and AI solutions. In addition, our zSystems platform continues to drive client demand for our Transaction Processing software and, together with price increases, contributed to year-to-year growth in both recurring and transactional revenue in Transaction Processing.

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Management Discussion – (continued)
(Dollars in millions)Yr. to Yr.
Percent/
Margin
Change
For the three months ended September 30:20232022
Software:   
Gross profit$4,981 $4,591 8.5 %
Gross profit margin79.5 %79.0 %0.5 pts.
Pre-tax income$1,486 $1,306 13.7 %
Pre-tax margin 23.7 %22.5 %1.2 pts.

(Dollars in millions)Yr. to Yr.
Percent/
Margin
Change
For the nine months ended September 30:20232022
Software:   
Gross profit$14,924 $14,025 6.4 %
Gross profit margin79.4 %79.0 %0.4 pts.
Pre-tax income$4,154 $3,816 8.9 %
Pre-tax margin 22.1 %21.5 %0.6 pts.

Software gross profit margin increased 0.5 points to 79.5 percent in the third quarter of 2023 compared to the prior-year period, primarily due to revenue growth and portfolio mix. For the first nine months of 2023, gross profit margin increased 0.4 points to 79.4 percent, driven primarily by the same factors described for the third quarter.
In the third quarter, pre-tax income of $1,486 million increased 13.7 percent and pre-tax margin of 23.7 percent increased 1.2 points compared to the prior year. The pre-tax margin expansion reflects operating leverage from revenue growth and product mix, partially offset by more than 2 points of impact from currency. For the first nine months of 2023, pre-tax income of $4,154 million increased 8.9 percent and pre-tax margin of 22.1 percent increased 0.6 points compared to the prior-year period, which included more than 1 point of impact from currency.
Consulting
(Dollars in millions)  Yr. to Yr.
Percent
Change		Yr. to Yr.
Percent
Change
Adjusted For
Currency
For the three months ended September 30:20232022
Consulting revenue:$4,963 $4,700 5.6 %5.0 %
Business Transformation$2,291 $2,165 5.9 %5.1 %
Technology Consulting961 943 2.0 1.4 
Application Operations1,710 1,593 7.4 6.9 

(Dollars in millions)  Yr. to Yr.
Percent
Change		Yr. to Yr.
Percent
Change
Adjusted For
Currency
For the nine months ended September 30:20232022
Consulting revenue:$14,938 $14,337 4.2 %6.4 %
Business Transformation$6,869 $6,646 3.4 %5.4 %
Technology Consulting2,865 2,826 1.4 3.6 
Application Operations5,204 4,865 7.0 9.3 

Consulting revenue of $4,963 million increased 5.6 percent as reported (5 percent adjusted for currency) in the third quarter of 2023 compared to the prior-year period, with growth across all three lines of business. Our focused hybrid cloud and AI strategy has become even more of a differentiator as we help clients understand how AI can be used to automate
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tasks, make better decisions with speed and improve customer experiences. We continued to advance our strategic partnerships, which account for approximately 40 percent of Consulting revenue and continued to grow revenue and signings in the third quarter at a double-digit rate on a year-to-year basis. Additionally, our Red Hat consulting practice, which helps clients optimize how they build, deploy and manage applications for a hybrid cloud environment has continued to grow at a double-digit rate in the third quarter of 2023 on a year-to-year basis, with more than $1 billion in signings this quarter.

In the third quarter of 2023, Business Transformation revenue of $2,291 million increased 5.9 percent as reported (5 percent adjusted for currency) compared to the prior-year period, driven by data and technology transformations including AI and analytics-focused projects. Finance and supply chain transformations also contributed to revenue growth in the quarter.
Technology Consulting revenue of $961 million increased 2.0 percent as reported (1 percent adjusted for currency) in the third quarter of 2023 compared to the prior-year period. Growth in cloud-based application development and modernization work was partially offset by declines in on-premise application-focused projects.
Application Operations revenue of $1,710 million increased 7.4 percent as reported (7 percent adjusted for currency) compared to the third quarter of 2022, driven by cloud application management and platform engineering services. In platform engineering services, we help clients design an application environment that runs securely and smoothly at scale.
For the first nine months of 2023, Consulting revenue of $14,938 million increased 4.2 percent as reported (6 percent adjusted for currency) reflecting year-to-year growth across all three lines of business. Business Transformation revenue grew year to year led by growth in data and technology and customer experience transformation projects. In our Technology Consulting business, we had growth in client engagements focused on cloud application development and modernization. Through our Application Operations offerings, we continued to provide cloud application management and platform services to clients to help run their cloud platforms.
(Dollars in millions)20232022Yr. to Yr.
Percent/
Margin
Change
For the three months ended September 30:
Consulting:   
Gross profit$1,361 $1,220 11.6 %
Gross profit margin27.4 %26.0 %1.5 pts.
Pre-tax income$509 $462 10.0 %
Pre-tax margin10.2 %9.8 %0.4 pts.

(Dollars in millions)  Yr. to Yr.
Percent/
Margin
Change
For the nine months ended September 30:20232022
Consulting:   
Gross profit$3,914 $3,559 10.0 %
Gross profit margin26.2 %24.8 %1.4 pts.
Pre-tax income$1,336 $1,154 15.8 %
Pre-tax margin8.9 %8.0 %0.9 pts.

In the third quarter of 2023, Consulting gross profit margin of 27.4 percent increased 1.5 points on a year-to-year basis. Pre-tax income of $509 million increased 10.0 percent and pre-tax margin of 10.2 percent increased 0.4 points in third-quarter 2023 compared to the prior-year period. Our gross profit margin expansion and pre-tax margin performance reflect benefits from the pricing and productivity actions we have taken during the past year, which are partially offset by increased labor costs and approximately 1 point of pre-tax margin impact from currency.
For the first nine months of 2023, Consulting gross profit margin of 26.2 percent increased 1.4 points compared to the prior-year period. Pre-tax income of $1,336 million increased 15.8 percent and pre-tax margin of 8.9 percent increased 0.9
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points in the first nine months of 2023 compared to the prior-year period. The nine-month margin performance was driven by the pricing, productivity and labor cost factors described above for the third quarter.
Consulting Signings and Book-to-Bill
(Dollars in millions)Yr. to Yr.
Percent
Change		Yr. to Yr.
Percent
Change
Adjusted For
Currency
For the three months ended September 30:20232022
Total Consulting signings$5,834 $4,509 29.4 %32.1 %
(Dollars in millions)Yr. to Yr.
Percent
Change		Yr. to Yr.
Percent
Change
Adjusted For
Currency
For the nine months ended September 30:20232022
Total Consulting signings$16,693 $14,300 16.7 %20.4 %
In the third quarter of 2023, Consulting signings grew 29 percent as reported and 32 percent adjusted for currency and our book-to-bill ratio was over 1.15 over the last twelve months. Clients continue to prioritize transformation projects that enable cost savings and productivity, and our strong signings growth demonstrates that we are well positioned to meet these client needs in today's complex environment.
Book-to-bill represents the ratio of IBM Consulting signings to its revenue over the same period. The metric is a useful indicator of the demand of our business over time. Signings are management’s initial estimate of the value of a client’s commitment under a services contract within IBM Consulting. There are no third-party standards or requirements governing the calculation of signings. The calculation used by management involves estimates and judgments to gauge the extent of a client’s commitment, including the type and duration of the agreement, and the presence of termination charges or wind-down costs.
Contract extensions and increases in scope are treated as signings only to the extent of the incremental new value. Total signings can vary over time due to a variety of factors including, but not limited to, the timing of signing a small number of larger contracts. Signings associated with an acquisition will be recognized on a prospective basis.
Management believes the estimated values of signings disclosed provide an indication of our forward-looking revenue. Signings are used to monitor the performance of the business and viewed as useful information for management and shareholders. The conversion of signings into revenue may vary based on the types of services and solutions, contract duration, customer decisions, and other factors, which may include, but are not limited to, the macroeconomic environment.
Infrastructure
(Dollars in millions)Yr. to Yr.
Percent
Change		Yr. to Yr.
Percent
Change
Adjusted For
Currency
For the three months ended September 30:20232022
Infrastructure revenue:$3,272 $3,352 (2.4)%(3.2)%
Hybrid Infrastructure$1,943 $1,931 0.6 %(0.3)%
zSystems9.3 8.8 
Distributed Infrastructure(4.5)(5.6)
Infrastructure Support1,329 1,421 (6.5)(7.2)
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(Dollars in millions)Yr. to Yr.
Percent
Change		Yr. to Yr.
Percent
Change
Adjusted For
Currency
For the nine months ended September 30:20232022
Infrastructure revenue:$9,988 $10,805 (7.6)%(6.4)%
Hybrid Infrastructure$5,912 $6,392 (7.5)%(6.8)%
zSystems(11.4)(10.7)
Distributed Infrastructure(4.7)(4.0)
Infrastructure Support4,076 4,413 (7.6)(5.8)

Infrastructure revenue of $3,272 million decreased 2.4 percent as reported (3 percent adjusted for currency) in the third quarter of 2023 compared to the prior-year period, reflecting product cycle dynamics which impacted both Hybrid Infrastructure and Infrastructure Support.
Hybrid Infrastructure revenue of $1,943 million increased 0.6 percent as reported, but was flat adjusted for currency in the third quarter of 2023 compared to the prior-year period. Within Hybrid Infrastructure, zSystems revenue increased 9.3 percent as reported (9 percent adjusted for currency) in the third quarter which is typically a seasonally lower revenue quarter. After six quarters of availability, revenue for z16 continues to exceed the prior cycles, reflecting clients' growing enterprise workload requirements and the economic value at scale of the platform. Clients also continue to value the security, resiliency and hybrid cloud capabilities of the zSystems platform. Distributed Infrastructure revenue decreased 4.5 percent as reported (6 percent adjusted for currency), driven primarily by declines in Storage Systems partially offset by growth in Power Systems. This performance compares to strong revenue growth in the prior year as we introduced innovation across Storage Systems and Power10.
Infrastructure Support revenue of $1,329 million decreased 6.5 percent as reported (7 percent adjusted for currency) in the third quarter of 2023 compared to the prior-year period, driven primarily by a decline in IBM logo product support.
For the first nine months of 2023, Infrastructure revenue of $9,988 million decreased 7.6 percent as reported (6 percent adjusted for currency) compared to the prior-year period, driven by declines in Hybrid Infrastructure and Infrastructure Support. Within Hybrid Infrastructure, the revenue decline was primarily driven by zSystems due to the strong launch of the z16 program in second-quarter 2022. The revenue decline in Infrastructure Support for the first nine months of 2023 reflects product cycle dynamics.
(Dollars in millions)Yr. to Yr.
Percent/
Margin
Change
For the three months ended September 30:20232022
Infrastructure:   
Gross profit$1,752 $1,702 2.9 %
Gross profit margin53.5 %50.8 %2.8 pts.
Pre-tax income$387 $280 38.3 %
Pre-tax margin11.8 %8.3 %3.5 pts.
(Dollars in millions)Yr. to Yr.
Percent/
Margin
Change
For the nine months ended September 30:20232022
Infrastructure:   
Gross profit$5,375 $5,607 (4.1)%
Gross profit margin53.8 %51.9 %1.9 pts.
Pre-tax income$1,236 $1,236 0.0 %
Pre-tax margin12.4 %11.4 %0.9 pts.

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Infrastructure gross profit margin of 53.5 percent increased 2.8 points in the third quarter of 2023 compared to the prior-year period. This increase was driven by margin expansion in Hybrid Infrastructure reflecting the solid revenue performance and margin improvement in zSystems, partially offset by margin decline in Infrastructure Support due to product cycle dynamics. For the first nine months of 2023, gross profit margin of 53.8 percent increased 1.9 points compared to the prior-year period, driven primarily by margin expansion in Distributed Infrastructure, partially offset by a margin decline in Infrastructure Support.
In the third quarter of 2023, Infrastructure pre-tax income of $387 million increased 38.3 percent and pre-tax margin of 11.8 percent increased 3.5 points compared to the prior-year period. This performance reflects an increase in gross profit contribution from Hybrid Infrastructure, primarily from zSystems, partially offset by a decline in profit contribution from Infrastructure Support due to product cycle dynamics. The increase in pre-tax margin also reflects a benefit from the changes in the useful life of servers and network equipment, an increase in IP and custom development income and continued productivity actions. Pre-tax margin in the third quarter included more than 1 point of impact from currency.
For the first nine months of 2023, Infrastructure pre-tax income of $1,236 million was flat and pre-tax margin of 12.4 percent increased 0.9 points compared to the prior-year period. This performance reflects an increase in gross profit contribution from Hybrid Infrastructure, driven primarily by margin expansion in Distributed Infrastructure, partially offset by a decline in profit contribution from Infrastructure Support due to product cycle dynamics. The increase in pre-tax margin also reflects the change in useful life, increase in IP and custom development income and productivity actions. Pre-tax margin for the first nine months of 2023 included more than 1 point of impact from currency.
Financing
See pages 78 through 80 for a discussion of Financing’s segment results.
Geographic Revenue
In addition to the revenue presentation by reportable segment, we also measure revenue performance on a geographic basis.
(Dollars in millions)Yr. to Yr.
Percent
Change 		Yr. to Yr.
Percent
Change
Adjusted For
Currency
For the three months ended September 30:20232022
Total Revenue$14,752 $14,107 4.6 %3.5 %
Americas$7,686 $7,416 3.6 %3.9 %
Europe/Middle East/Africa (EMEA)4,223 3,959 6.7 0.0 
Asia Pacific2,843 2,732 4.1 7.4 
(Dollars in millions)Yr. to Yr.
Percent
Change 		Yr. to Yr.
Percent
Change
Adjusted For
Currency
For the nine months ended September 30:20232022
Total Revenue$44,479 $43,840 1.5 %2.7 %
Americas$22,810 $22,614 0.9 %1.5 %
Europe/Middle East/Africa (EMEA)13,156 12,716 3.5 2.7 
Asia Pacific8,513 8,509 0.0 5.9 

Total revenue of $14,752 million increased 4.6 percent as reported and 3.5 percent adjusted for currency in the third quarter of 2023 compared to the prior-year period.

Americas revenue of $7,686 million increased 3.6 percent as reported and 4 percent adjusted for currency. The U.S. increased 1.9 percent. Canada increased 6.6 percent as reported and 9 percent adjusted for currency. Latin America increased 15.6 percent as reported and 16 percent adjusted for currency, with Brazil increasing 32.3 percent as reported and 27 percent adjusted for currency.
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In EMEA, total revenue of $4,223 million increased 6.7 percent as reported and was flat adjusted for currency. France increased 11.4 percent as reported and 4 percent adjusted for currency. Germany increased 7.1 percent as reported and was flat adjusted for currency. Italy and the UK increased 4.8 percent and 3.3 percent, respectively, as reported, but decreased 2 percent and 4 percent, respectively, adjusted for currency.
Asia Pacific revenue of $2,843 million increased 4.1 percent as reported and 7 percent adjusted for currency. Japan increased 6.0 percent as reported and 11 percent adjusted for currency. India and Australia increased 17.2 percent and 15.8 percent, respectively, as reported, and each increased 21 percent adjusted for currency. China decreased 21.1 percent as reported and 18 percent adjusted for currency.
For the first nine months of 2023, total revenue of $44,479 million increased 1.5 percent as reported and 3 percent adjusted for currency compared to the prior-year period.
Americas revenue of $22,810 million increased 0.9 percent as reported and 1 percent adjusted for currency. The U.S. decreased 0.3 percent compared to the prior-year period. Canada decreased 2.1 percent as reported, but increased 2 percent adjusted for currency. Latin America increased 16.1 percent as reported and 18 percent adjusted for currency, with Brazil increasing 20.1 percent as reported and 18 percent adjusted for currency.
In EMEA, total revenue of $13,156 million increased 3.5 percent as reported and 3 percent adjusted for currency. Italy and France increased 4.4 percent and 4.2 percent, respectively, as reported, and each increased 3 percent adjusted for currency. The UK and Germany decreased 2.4 percent and 3.8 percent, respectively, as reported, and 1 percent and 5 percent, respectively, adjusted for currency.
Asia Pacific revenue of $8,513 million was flat as reported and increased 6 percent adjusted for currency. Japan increased 1.9 percent as reported and 10 percent adjusted for currency. India increased 9.9 percent as reported and 17 percent adjusted for currency. Australia decreased 5.1 percent as reported, but was flat adjusted for currency. China decreased 21.5 percent as reported and 18 percent adjusted for currency.
Expense
Total Expense and Other (Income)
(Dollars in millions)Yr. to Yr.
Percent
Change
For the three months ended September 30:20232022
Total expense and other (income)$6,150 $11,931 *(48.5)%
Non-operating adjustments:   
Amortization of acquired intangible assets$(252)$(253)(0.2)%
Acquisition-related charges(25)(1)nm
Non-operating retirement-related (costs)/income12 (6,062)*nm
Kyndryl-related impacts— 14 (100.0)
Operating (non-GAAP) expense and other (income)$5,885 $5,630 4.5 %
Total expense-to-revenue ratio41.7 %84.6 %(42.9)pts.
Operating (non-GAAP) expense-to-revenue ratio39.9 %39.9 %0.0 pts.
* Includes a one-time, non-cash pension settlement charge of $5.9 billion. See note 18, “Retirement-Related Benefits,” for additional information.
nm - not meaningful

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(Dollars in millions)Yr. to Yr.
Percent
Change
For the nine months ended September 30:20232022
Total expense and other (income)$19,102 $25,212 *(24.2)%
Non-operating adjustments:   
Amortization of acquired intangible assets$(735)$(810)(9.3)%
Acquisition-related charges(35)(9)272.3 
Non-operating retirement-related (costs)/income16 (6,455)*nm
Kyndryl-related impacts— (353)(100.0)
Operating (non-GAAP) expense and other (income)$18,348 $17,584 4.3 %
Total expense-to-revenue ratio42.9 %57.5 %(14.6)pts.
Operating (non-GAAP) expense-to-revenue ratio41.3 %40.1 %1.1 pts.
* Includes a one-time, non-cash pension settlement charge of $5.9 billion. See note 18, “Retirement-Related Benefits,” for additional information.
nm - not meaningful
For additional information regarding total expense and other (income) for both expense presentations, see the following analyses by category.
Selling, General and Administrative Expense
(Dollars in millions)Yr. to Yr.
Percent
Change
For the three months ended September 30:20232022
Selling, general and administrative expense:   
Selling, general and administrative — other$3,730 $3,681 1.3 %
Advertising and promotional expense3032972.1 
Workforce rebalancing charges34 13 165.2 
Amortization of acquired intangible assets252 252 0.0 
Stock-based compensation148 138 7.0 
Provision for/(benefit from) expected credit loss expense(9)11 nm
Total selling, general and administrative expense$4,458 $4,391 1.5 %
Non-operating adjustments:   
Amortization of acquired intangible assets$(252)$(252)0.0 %
Acquisition-related charges(25)(1)nm
Kyndryl-related impacts— 0 nm
Operating (non-GAAP) selling, general and administrative expense$4,181 $4,138 1.0 %
nm - not meaningful
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(Dollars in millions)Yr. to Yr.
Percent
Change
For the nine months ended September 30:20232022
Selling, general and administrative expense:   
Selling, general and administrative — other$11,607 $11,501 0.9 %
Advertising and promotional expense989 1,028 (3.8)
Workforce rebalancing charges410 46 nm
Amortization of acquired intangible assets734 808 (9.2)
Stock-based compensation465 427 8.9 
Provision for/(benefit from) expected credit loss expense7 33 (80.0)
Total selling, general and administrative expense$14,212 $13,843 2.7 %
Non-operating adjustments:   
Amortization of acquired intangible assets$(734)$(808)(9.2)%
Acquisition-related charges(34)(9)262.2 
Kyndryl-related impacts— 0 nm
Operating (non-GAAP) selling, general and administrative expense$13,444 $13,025 3.2 %
nm - not meaningful
Total selling, general and administrative (SG&A) expense increased 1.5 percent in the third quarter of 2023 versus the prior-year period driven primarily by the following factors:
•Higher net spending (1 point) reflecting our continued investment to drive our hybrid cloud and AI strategy, expenses of acquired businesses and higher commissions expense, partially offset by benefits from productivity actions; and
•The effects of currency (1 point).
Operating (non-GAAP) expense increased 1.0 percent year to year, driven primarily by the same factors.
SG&A expense increased 2.7 percent in the first nine months of 2023 versus the prior-year period driven primarily by the following factors:
•Higher workforce rebalancing charges (3 points) to address remaining stranded cost from portfolio actions; and
•Higher net spending (1 point) driven by the same factors above; partially offset by
•The effects of currency (1 point).
Operating (non-GAAP) expense increased 3.2 percent year to year, driven primarily by the same factors.
Provisions for expected credit loss expense in the first nine months of 2023 decreased $26 million compared to the prior-year period, driven primarily by lower specific reserve requirements in the current year. The receivables provision coverage was 2.8 percent at September 30, 2023, excluding receivables classified as held for sale, an increase of 40 basis points compared to December 31, 2022. The increase in coverage was primarily driven by the overall decrease in total receivables.

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Research, Development and Engineering
(Dollars in millions)Yr. to Yr.
Percent
Change
For the three months ended September 30:20232022
Research, development and engineering expense$1,685 $1,611 4.6 %
(Dollars in millions)Yr. to Yr.
Percent
Change
For the nine months ended September 30:20232022
Research, development and engineering expense$5,027 $4,963 1.3 %
Research, development and engineering (RD&E) expense in the third quarter of 2023 increased 4.6 percent year to year primarily driven by higher spending (5 points) which includes expenses of acquired businesses and our continued investment to deliver innovation in AI, hybrid cloud and quantum. RD&E expense in the first nine months of 2023 increased 1.3 percent year to year primarily driven by higher spending (3 points); partially offset by effects of currency (1 point).
Intellectual Property and Custom Development Income
(Dollars in millions)Yr. to Yr.
Percent
Change
For the three months ended September 30:20232022
Intellectual property and custom development income:   
Licensing of intellectual property including royalty-based fees$76 $62 22.6 %
Custom development income114 59 92.8 
Sales/other transfers of intellectual property— 1 (100.0)
Total$190 $121 56.3 %
(Dollars in millions)Yr. to Yr.
Percent
Change
For the nine months ended September 30:20232022
Intellectual property and custom development income:   
Licensing of intellectual property including royalty-based fees$264 $246 7.3 %
Custom development income349 164 112.7 
Sales/other transfers of intellectual property5 8 (37.0)
Total$618 $418 47.8 %
Total intellectual property and custom development income increased 56.3 percent year to year in the third quarter, and 47.8 percent in the first nine months of 2023 compared to the prior-year period. The increase was primarily driven by a three-year joint development and licensing agreement signed in the fourth quarter of 2022 with a Japanese consortium to leverage our intellectual property and expertise on advanced semiconductors.
The timing and amount of licensing, sales or other transfers of IP may vary significantly from period to period depending upon the timing of licensing agreements, economic conditions, industry consolidation and the timing of new patents and know-how development.

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Management Discussion – (continued)
Other (Income) and Expense
(Dollars in millions)Yr. to Yr.
Percent
Change
For the three months ended September 30:20232022
Other (income) and expense:   
Foreign currency transaction losses/(gains)$(260)$(352)(26.2)%
(Gains)/losses on derivative instruments316 189 67.1 
Interest income(156)(53)195.9 
Net (gains)/losses from securities and investment assets(5)(11)(50.3)
Retirement-related costs/(income)(12)6,062 *nm
Other(97)(80)21.6 
Total other (income) and expense$(215)$5,755 *nm
Non-operating adjustments:   
Amortization of acquired intangible assets$— $(1)(100.0)%
Non-operating retirement-related (costs)/income12 (6,062)*nm
Kyndryl-related impacts— 14 (100.0)
Operating (non-GAAP) other (income) and expense$(203)$(293)(30.8)%

(Dollars in millions)Yr. to Yr.
Percent
Change
For the nine months ended September 30:20232022
Other (income) and expense:   
Foreign currency transaction losses/(gains)$(338)$(1,021)(66.9)%
(Gains)/losses on derivative instruments315 730 (56.8)
Interest income(527)(98)nm
Net (gains)/losses from securities and investment assets3 262 (98.9)
Retirement-related costs/(income)(16)6,455 *nm
Other(158)(407)(61.1)
Total other (income) and expense$(721)$5,921 *nm
Non-operating adjustments:   
Amortization of acquired intangible assets$(1)$(2)(55.6)%
Acquisition-related charges(1)— nm
Non-operating retirement-related (costs)/income16 (6,455)*nm
Kyndryl-related impacts— (353)(100.0)
Operating (non-GAAP) other (income) and expense$(707)$(889)(20.5)%
* Includes a one-time, non-cash pension settlement charge of $5.9 billion.
nm - not meaningful

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Total other (income) and expense was income of $215 million in the third quarter of 2023 compared to expense of $5,755 million in the prior-year period. The year-to-year change was primarily driven by:
•Lower non-operating retirement-related cost ($6,074 million) primarily due to a one-time, non-cash pension settlement charge in the prior year. Refer to note 18, “Retirement-Related Benefits,” for additional information; and
•Higher interest income ($104 million) driven by higher average interest rates and a higher average cash balance in the current year; partially offset by
•Net exchange losses (including derivative instruments) in the current year versus net exchange gains in the prior year ($219 million).
Operating (non-GAAP) other (income) and expense was income of $203 million in the third quarter of 2023 and decreased $90 million compared to the prior-year period. The year-to-year change was primarily driven by the factors described above, excluding the lower non-operating retirement-related costs.
Total other (income) and expense was income of $721 million in the first nine months of 2023 compared to expense of $5,921 million in the prior-year period. The year-to-year change was primarily driven by:
•Lower non-operating retirement-related cost ($6,471 million) primarily driven by the pension settlement charge in 2022. Refer to note 18, “Retirement-Related Benefits,” for additional information; and
•Higher interest income ($429 million) driven by higher average interest rates and a higher average cash balance in the current year; and
•Losses on Kyndryl retained shares ($267 million) in the prior year; partially offset by
•Lower net exchange gains (including derivative instruments) in the current year ($268 million). The prior-year (gains)/losses on derivative instruments also includes a loss on the cash-settled swap related to the Kyndryl retained shares ($85 million); and
•Lower gains on divestitures ($264 million) primarily driven by the divestiture of our healthcare software assets in the second quarter 2022 (included in “Other”).
Operating (non-GAAP) other (income) and expense was income of $707 million in the first nine months of 2023 and decreased $183 million compared to the prior-year period. The year-to-year change was primarily driven by the factors described above, excluding the lower non-operating retirement-related costs and the prior year Kyndryl retained shares and swap.
Interest Expense
(Dollars in millions)Yr. to Yr.
Percent
Change
For the three months ended September 30:20232022
Interest expense$412 $295 39.5 %
(Dollars in millions)Yr. to Yr.
Percent
Change
For the nine months ended September 30:20232022
Interest expense$1,202 $903 33.2 %
Interest expense increased $117 million and $299 million year to year in the third quarter and first nine months of 2023, respectively. Interest expense is presented in cost of financing in the Consolidated Income Statement if the related external borrowings are to support the Financing external business. Overall interest expense (excluding capitalized interest) for the third quarter and first nine months of 2023 was $494 million and $1,457 million, respectively, an increase of $100 million and $291 million, respectively, compared to the prior-year periods. The year-to-year dynamics for both the third quarter and first nine months of 2023 were primarily driven by higher average interest rates and a higher average debt balance in the current year.
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Management Discussion – (continued)
Retirement-Related Plans
The following tables provide the total pre-tax cost for all retirement-related plans. The operating cost amounts are included in the Consolidated Income Statement within the caption (e.g., Cost, SG&A, RD&E) relating to the job function of the plan participants. The non-operating cost amounts are included in other (income) and expense.
(Dollars in millions)Yr. to Yr.
Percent
Change
For the three months ended September 30:20232022
Retirement-related plans — cost:   
Service cost$46 $59 (21.8)%
Multi-employer plans4 4 (1.0)
Cost of defined contribution plans245 225 8.8 
Total operating costs$295 $288 2.4 %
Interest cost$604 $436 38.6 %
Expected return on plan assets(745)(679)9.8 
Recognized actuarial losses126 381 (66.8)
Amortization of prior service costs/(credits)(2)3 nm
Curtailments/settlements2 5,913 *(100.0)
Other costs3 8 (66.6)
Total non-operating costs/(income)$(12)$6,062 *nm
Total retirement-related plans — cost$283 $6,350 *(95.5)%
(Dollars in millions)Yr. to Yr.
Percent
Change
For the nine months ended September 30:2023 2022
Retirement-related plans — cost:    
Service cost$138 $186 (25.9)%
Multi-employer plans10 11 (7.7)
Cost of defined contribution plans756 697 8.5 
Total operating costs$905 $894 1.2 %
Interest cost$1,807 $1,363 32.6 %
Expected return on plan assets(2,229)(2,162)3.1 
Recognized actuarial losses384 1,283 (70.1)
Amortization of prior service costs/(credits)(6)16 nm
Curtailments/settlements7 5,931 *(99.9)
Other costs22 24 (8.7)
Total non-operating costs/(income)$(16)$6,455 *nm
Total retirement-related plans — cost$888 $7,350 *(87.9)%
* Includes a one-time, non-cash pension settlement charge of $5.9 billion. See note 18, “Retirement-Related Benefits,” for additional information.
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Management Discussion – (continued)
Total pre-tax retirement-related plan cost decreased by $6,067 million compared to the third quarter of 2022 primarily driven by a decrease in curtailments/settlements ($5,911 million) due to a one-time, non-cash pension settlement charge in the prior year, and a decrease in recognized actuarial losses ($254 million), partially offset by higher interest costs ($168 million). Total cost for the first nine months of 2023 decreased $6,461 million compared to the first nine months of 2022, primarily driven by a decrease in curtailments/settlements ($5,925 million) due to the pension settlement charge in the prior year, and a decrease in recognized actuarial losses ($899 million), partially offset by higher interest costs ($444 million).
As described in the “Operating (non-GAAP) Earnings” section, management characterizes certain retirement-related costs as operating and others as non-operating. Utilizing this characterization, operating retirement-related costs in the third quarter of 2023 were $295 million, an increase of $7 million compared to the third quarter of 2022, primarily driven by higher cost of defined contribution plans ($20 million), partially offset by lower service cost ($13 million). For the first nine months of 2023, operating retirement-related costs were $905 million, an increase of $10 million compared to the prior-year period, primarily driven by higher cost of defined contribution plans ($59 million), partially offset by lower service cost ($48 million). Non-operating costs/(income) was $12 million of income in the third quarter of 2023 compared to cost of $6,062 million in third quarter of 2022 and for the first nine months of 2023 was $16 million of income compared to cost of $6,455 million in the prior-year period. The year-to-year changes were primarily driven by the pension settlement charge in the prior year, and a decrease in recognized actuarial losses, partially offset by higher interest costs.
The year-to-year decrease in recognized actuarial losses was primarily driven by the December 2022 remeasurement of our retirement and postretirement plans which resulted in a significant reduction to our pension plan benefit obligations and an improvement in our overall funded status primarily due to higher discount rates. In addition, we transferred $16 billion of our U.S. Qualified PPP obligations and related plan assets to Insurers in the third-quarter of 2022 as described in note 18, "Retirement-Related Benefits," which resulted in the accelerated recognition of actuarial losses in the prior year.
Taxes
The continuing operations provision for income taxes for the third quarter of 2023 was $159 million, compared to a benefit of $1,287 million in the third quarter of 2022. The prior-year tax benefit was primarily due to the transfer of a portion of the Qualified PPP's defined benefit pension obligations and related plan assets. The operating (non-GAAP) income tax provision for the third quarter of 2023 was $268 million, compared to $312 million in the third quarter of 2022.
The continuing operations provision for income taxes for the first nine months of 2023 was $702 million, compared to a benefit of $1,070 million for the first nine months of 2022. The prior-year tax benefit was primarily due to the defined benefit pension transfer. The operating (non-GAAP) provision for income taxes for the first nine months of 2023 was $861 million, compared to $969 million for the first nine months of 2022.
IBM’s tax provision and effective tax rate are impacted by recurring factors including the geographical mix of income before taxes, incentives, changes in unrecognized tax benefits and discrete tax events, such as the settlement of income tax audits and changes in or new interpretations of tax laws. The GAAP tax provision and effective tax rate could also be affected by adjustments to the previously recorded charges for U.S. tax reform attributable to any changes in law, new regulations and guidance, and audit adjustments, among others.
During the fourth quarter of 2020, the U.S. Internal Revenue Service (IRS) concluded its examination of the company’s U.S. income tax returns for 2013 and 2014 and issued a final Revenue Agent's Report (RAR) proposing adjustments related to certain cross-border transactions that occurred in 2013. These adjustments, if sustained, would have resulted in additional taxable income of approximately $4.5 billion. The company filed its IRS Appeals protest in the first quarter of 2021, and in October of 2023 the IRS issued a revised RAR. The adjustments in the revised RAR, if sustained, would result in additional taxable income of approximately $4.2 billion. The company continues to strongly disagree with the IRS position and will pursue resolution at IRS Appeals and then court, if necessary. In the third quarter of 2018, the IRS commenced its audit of the company’s U.S. tax returns for 2015 and 2016. The company anticipates that this audit will be completed in 2023. In the fourth quarter of 2021, the IRS commenced its audit of the company’s U.S. tax returns for 2017 and 2018. With respect to major U.S. state and foreign taxing jurisdictions, the company is generally no longer subject to tax examinations for years prior to 2016. The company is no longer subject to income tax examination of its U.S. federal tax return for years prior to 2013. The open years contain matters that could be subject to differing interpretations of applicable tax laws and regulations as they relate to the amount and/or timing of income, deductions, and tax credits.
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Although the outcome of tax audits is always uncertain, the company believes that adequate amounts of tax, interest and penalties have been provided for any adjustments that are expected to result for these years.
The company is involved in a number of income tax-related matters in India challenging tax assessments issued by the India Tax Authorities. As of September 30, 2023, the company had recorded $589 million as prepaid income taxes in India. A significant portion of this balance represents cash tax deposits paid over time to protect the company’s right to appeal various income tax assessments made by the India Tax Authorities. Although the outcome of tax audits is always uncertain, the company believes that adequate amounts of tax, interest and penalties have been provided for any adjustments that are expected to result for these years.
The amount of unrecognized tax benefits at September 30, 2023 is $8,720 million which can be reduced by $550 million associated with timing adjustments, potential transfer pricing adjustments, and state income taxes. The net amount of $8,170 million, if recognized, would favorably affect the company’s effective tax rate.
Earnings Per Share
Basic earnings per share is computed on the basis of the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed on the basis of the weighted-average number of shares of common stock outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and stock awards.
For the three and nine months ended September 30, 2022, the one-time, non-cash, pre-tax pension settlement charge of $5.9 billion ($4.4 billion net of tax) resulted in net losses as reported. Therefore, otherwise dilutive potential shares of common stock were excluded from the computation of diluted earnings/(loss) per share as the effect would be antidilutive. See note 7, “Earnings Per Share of Common Stock,” for additional information.
For the three months ended September 30:20232022Yr. to Yr.
Percent
Change
Earnings per share of common stock from continuing operations:   
Assuming dilution$1.86 $(3.55)*nm
Basic$1.88 $(3.55)*nm
Diluted operating (non-GAAP)$2.20 $1.81 21.5 %
Weighted-average shares outstanding: (in millions)   
Assuming dilution 923.7 904.1 2.2 %
Basic912.8 904.1 1.0 %
Assuming dilution (non-GAAP)923.7 912.8 1.2 %
For the nine months ended September 30:20232022Yr. to Yr.
Percent
Change
Earnings per share of common stock from continuing operations:   
Assuming dilution$4.59 $(1.21)*nm
Basic$4.65 $(1.21)*nm
Diluted operating (non-GAAP)$5.74 $5.52 4.0 %
Weighted-average shares outstanding: (in millions)   
Assuming dilution920.3 901.6 2.1 %
Basic910.1 901.6 0.9 %
Assuming dilution (non-GAAP)920.3 911.1 1.0 %
* The $5.9 billion one-time, non-cash, pre-tax pension settlement charge resulted in an impact of ($4.86) to diluted earnings/(loss) per share from continuing operations for the three and nine months ended September 30, 2022 and an impact of ($4.88) and ($4.90) to basic earnings/(loss) per share for the three and nine months ended September 30, 2022, respectively.
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Actual shares outstanding at September 30, 2023 were 913.1 million. The weighted-average number of common shares outstanding assuming dilution during the third quarter and first nine months of 2023 were 19.6 million shares (2.2 percent) and 18.7 million shares (2.1 percent) higher, respectively, than the same periods of 2022. The year-to-year increase was primarily due to the exclusion of dilutive potential common shares in the prior-year computation and common stock issued under employee plans. The weighted-average number of common shares outstanding assuming dilution used in the non-GAAP diluted earnings per share calculation for the third quarter and first nine months of 2023 were 10.8 million (1.2 percent) and 9.3 million (1.0 percent) shares higher, respectively, than the same periods of 2022, primarily driven by common stock issued under employee plans.
Financial Position
Dynamics
Our balance sheet at September 30, 2023 continues to provide us with flexibility to support and invest in the business.
Cash and cash equivalents, restricted cash and marketable securities at September 30, 2023 were $10,996 million, an increase of $2,156 million compared to December 31, 2022, and a decrease of $5,333 million compared to June 30, 2023 primarily due to the acquisition of Apptio. Total debt of $55,242 million at September 30, 2023 increased $4,293 million from December 31, 2022 primarily due to debt issuances. We were opportunistic in accessing the debt market and issued $9,463 million of debt in the first quarter of 2023 to prudently plan for our debt maturity obligations in 2023 and 2024 as well as capital allocation priorities. We continue to manage our debt levels while being acquisitive and without sacrificing investments in our business or our secure and modestly growing dividend policy.
In the first nine months of 2023, we generated $9,468 million in cash from operating activities, an increase of $2,997 million compared to the first nine months of 2022. Our free cash flow for the nine months ended September 30, 2023 was $5,123 million, an increase of $1,040 million versus the prior-year period. See pages 76 through 77 for additional information on free cash flow. Our strong cash generation has enabled us to be acquisitive and increase our investment in R&D, strengthening our future AI and hybrid cloud capabilities, while supporting continued shareholder returns through dividends. We completed seven acquisitions and returned $4,522 million to shareholders through dividends in the first nine months of 2023.
Our pension plans were well funded at the end of 2022, with worldwide qualified plans funded at 114 percent. Overall pension funded status as of the end of September 2023 was fairly consistent with year-end 2022. We expect contributions for all retirement-related plans to be approximately $1.9 billion in 2023, a decrease of approximately $0.1 billion compared to 2022.
IBM Working Capital
(Dollars in millions)At September 30, 2023At December 31, 2022
Current assets$27,705 $29,118 
Current liabilities30,606 31,505 
Working capital$(2,900)$(2,387)
Current ratio0.91:10.92:1
Working capital decreased $513 million from the year-end 2022 position. Current assets decreased $1,413 million ($1,041 million adjusted for currency) primarily in receivables mainly from collections of seasonally higher year-end balances; partially offset by an increase in cash and cash equivalents and marketable securities. Current liabilities decreased $899 million ($522 million adjusted for currency) primarily in accounts payable, taxes payable and derivative liabilities; partially offset by an increase in short-term debt driven by reclassifications from long-term debt net of maturities.

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Management Discussion – (continued)
Receivables and Allowances
Roll Forward of Total IBM Receivables Allowance for Credit Losses
(Dollars in millions)
January 1, 2023Additions / (Releases) *Write-offs **Foreign currency and other+September 30, 2023
$495 $7 $(77)$38 $464 
*Additions/(Releases) for allowance for credit losses are recorded in expense.
**Refer to note A, “Significant Accounting Policies,” in our 2022 Annual Report for additional information regarding allowance for credit loss write-offs.
+Other includes additions/(releases) related to discontinued operations.
Excluding receivables classified as held for sale, the total IBM receivables provision coverage was 2.8 percent at September 30, 2023, an increase of 40 basis points compared to December 31, 2022. The increase in coverage was primarily driven by the overall decrease in total receivables. The majority of the write-offs during the nine months ended September 30, 2023 related to receivables which had been previously reserved.
Financing Segment Receivables and Allowances
The following table presents external Financing segment receivables excluding receivables classified as held for sale, and immaterial miscellaneous receivables.
(Dollars in millions)At September 30, 2023At December 31, 2022
Amortized cost *$9,991 $12,843 
Specific allowance for credit losses117 127 
Unallocated allowance for credit losses43 46 
Total allowance for credit losses159 173 
Net financing receivables$9,831 $12,670 
Allowance for credit losses coverage1.6 %1.3 %
*Includes deferred initial direct costs which are expensed in IBM’s consolidated financial results.
The percentage of Financing segment receivables reserved increased from 1.3 percent at December 31, 2022 to 1.6 percent at September 30, 2023, primarily driven by the decline in amortized cost.
Roll Forward of Financing Segment Receivables Allowance for Credit Losses (included in Total IBM)
(Dollars in millions)    
January 1, 2023Additions / (Releases)*Write-offs **Foreign currency and otherSeptember 30, 2023
$173 $(11)$(9)$7 $159 
*Additions/(Releases) for allowance for credit losses are recorded in expense.
**Refer to note A, “Significant Accounting Policies,” in our 2022 Annual Report for additional information regarding allowance for credit loss write-offs.
Financing’s expected credit loss expense (including reserves for off-balance sheet commitments which are recorded in other liabilities) was a net release of $7 million for the three months ended September 30, 2023, compared to a net release of $3 million for the three months ended September 30, 2022. The year-to-year decrease in expected credit loss expense was due to lower specific reserve requirements in the current year.

Expected credit loss expense was a net release of $12 million for the nine months ended September 30, 2023, compared to a net release of $15 million for the nine months ended September 30, 2022. The lower year-to-year net release was due to lower unallocated reserve releases.

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Noncurrent Assets and Liabilities
(Dollars in millions)At September 30, 2023At December 31, 2022
Noncurrent assets$101,616 $98,125 
Long-term debt$48,828 $46,189 
Noncurrent liabilities (excluding debt)$26,731 $27,528 
The increase in noncurrent assets of $3,491 million ($3,912 million adjusted for currency) was primarily due to goodwill and intangible assets mainly related to the Apptio acquisition; partially offset by a decrease in long-term financing receivables as a result of declines from seasonally higher year-end balances.
Long-term debt increased $2,639 million ($2,940 million adjusted for currency) primarily driven by debt issuances; partially offset by reclassifications to short-term debt to reflect upcoming maturities.
Noncurrent liabilities (excluding debt) decreased $797 million ($525 million adjusted for currency) primarily driven by a decrease in retirement and postretirement benefit obligations and deferred income.
Debt
Our funding requirements are continually monitored as we execute our strategies to manage the overall asset and liability profile. Additionally, we maintain sufficient flexibility to access global funding sources as needed.
(Dollars in millions)At September 30, 2023At December 31, 2022
Total debt$55,242 $50,949 
Financing segment debt*$9,860 $12,872 
Non-Financing debt$45,381 $38,077 
*Refer to Financing’s “Financial Position” on page 79 for additional details.
Total debt of $55,242 million increased $4,293 million ($4,585 million adjusted for currency) from December 31, 2022, primarily driven by proceeds from issuances of $9,586 million; partially offset by maturities of $4,973 million.
Non-Financing debt of $45,381 million increased $7,304 million ($7,536 million adjusted for currency) from December 31, 2022, primarily driven by our first quarter debt issuances to plan for debt maturity obligations in 2023 and 2024 as well as capital allocation priorities.
Financing segment debt of $9,860 million decreased $3,011 million ($2,952 million adjusted for currency) from December 31, 2022, primarily due to lower funding requirements associated with financing receivables.
Financing provides financing solutions predominantly for IBM’s external client assets, and the debt used to fund Financing assets is primarily composed of intercompany loans. Total debt changes generally correspond with the level of client and commercial financing receivables, the level of cash and cash equivalents, the change in intercompany and external payables and the change in intercompany investment from IBM. The terms of the intercompany loans are set by the company to substantially match the term, currency and interest rate variability underlying the financing receivable. The Financing debt-to-equity ratio remained at 9.0 to 1 at September 30, 2023.
We measure Financing as a stand-alone entity, and accordingly, interest expense relating to debt supporting Financing’s external client and internal business is included in the “Financing Results of Operations” and in note 4, “Segments.”
Equity
Total equity increased $1,135 million from December 31, 2022, primarily driven by an increase from net income of $4,214 million and common stock of $970 million; partially offset by dividends paid of $4,522 million.
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Cash Flow
Our cash flows from operating, investing and financing activities, as reflected in the Consolidated Statement of Cash Flows on page 7, are summarized in the table below. These amounts also include the cash flows associated with the Financing business.
(Dollars in millions)
For the nine months ended September 30:20232022
Net cash provided by/(used in):  
Operating activities$9,468 $6,470 
Investing activities(9,906)(2,883)
Financing activities(154)(2,106)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(120)(463)
Net change in cash, cash equivalents and restricted cash$(713)$1,018 
Net cash provided by operating activities increased $2,997 million as compared to the first nine months of 2022. This was due to an increase in cash provided by financing receivables, performance-related improvements within net income and sales cycle working capital efficiencies; partially offset by an increase in performance-based compensation payments in 2023, given our strong results in 2022.
Net cash used in investing activities increased $7,023 million mainly driven by the Apptio acquisition, higher net purchases of marketable securities and other investments and a decrease in cash provided by divestitures.
Net cash used in financing activities decreased $1,951 million mainly due to an increase in net cash provided by debt of $2,048 million primarily driven by a higher level of net additions in the current year.
Results of Discontinued Operations
Loss from discontinued operations, net of tax was $10 million in the third quarter of 2023 compared to income of $18 million in the prior-year period. For the first nine months of 2023, loss from discontinued operations, net of tax was $15 million compared to income of $16 million in the prior-year period. The results for all periods reflect the net impact of changes in separation-related estimates and the settlement of assets and liabilities in accordance with the separation and distribution agreement. The prior-year results also reflect a gain on sale of a joint venture historically managed by Kyndryl, which was sold to Kyndryl in the first quarter of 2022 upon receiving regulatory approval.
Looking Forward
Technology continues to serve as a fundamental source of competitive advantage. Clients are looking to leverage technology to offer better services, scale more quickly and fuel growth without increasing their footprint. This has been driving demand for technologies that boost productivity and competitiveness, such as hybrid cloud and AI.
To advance our hybrid cloud and AI strategy, we continue to invest, both organically and inorganically, to deliver new innovation to our clients and to shape the technologies of the future. In third quarter 2023, we launched watsonx, our enterprise-ready generative AI and data platform, and we are building additional capabilities to help clients and partners capitalize on the AI opportunity. We have over 20,000 data and AI consultants, including a center of excellence to help clients navigate the AI landscape and to provide valuable and real-time feedback to our product teams. We delivered Granite, a multi-billion parameter foundation model on watsonx.ai which excels in both language and code. We also introduced the watsonx Code Assistant, including the watsonx Code Assistant for Z to help clients accelerate the modernization of mainframe code and applications. And before the end of 2023, we plan to launch watsonx.governance to provide governance tools businesses need to mitigate risks and ensure compliance through the AI lifecycle. We also brought to market new innovations to our industry-leading hybrid cloud platform, Red Hat OpenShift, and are making good progress in quantum computing that puts us on a path toward building practical quantum computers that can solve hard problems in areas such as risk, finance and materials. To complement our innovations, we closed seven acquisitions in the first nine months of 2023, including the acquisition of Apptio, a leader in financial and operational IT management and optimization software.
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We are driving productivity initiatives which range from simplifying our application environment to digitally transforming our business processes by applying AI at scale. We are ahead of pace to achieve our target of $2.0 billion in savings from these productivity initiatives by the end of 2024. This will enable reinvestment in the business, increase financial flexibility and contribute to both gross and pre-tax margin expansion.
We remain confident in our strategy and in the fundamentals of our business. Our balance sheet and liquidity position remain strong with financial flexibility to support our business into the future. At September 30, 2023, we had $11.0 billion of cash and cash equivalents, restricted cash and marketable securities. We issued $9.5 billion of debt in the first quarter of 2023 to prudently plan for our debt maturity obligations in 2023 and 2024 as well as capital allocation priorities. We continued to manage our debt levels while being acquisitive and without sacrificing investments in our business or our secure and modestly growing dividend policy.
Today’s IBM is a higher-growth, higher-value business with solid cash generation – a business well positioned for the future. We are executing a strategy that closely resonates with our clients’ needs, and this is propelling our business forward. We expect to continue our progress as a leading hybrid cloud and AI company with a focus on revenue growth and cash generation.
Retirement-Related Plans
Our pension plans are well funded. Contributions for all retirement-related plans are expected to be approximately $1.9 billion in 2023, a decrease of approximately $0.1 billion compared to 2022, of which $0.1 billion generally relates to legally required contributions to non-U.S. defined benefit and multi-employer plans. We expect 2023 pre-tax retirement-related plan cost to be approximately $1.2 billion, a decrease of approximately $6.5 billion compared to 2022. The decrease is primarily driven by a $5.9 billion settlement charge in the third quarter of 2022 resulting from the transfer of a portion of the U.S. Qualified PPP to insurance companies. This estimate reflects current pension plan assumptions at December 31, 2022. Within total retirement-related plan cost, operating retirement-related plan cost is expected to be approximately $1.2 billion, approximately flat versus 2022. Non-operating retirement-related plan cost is expected to be immaterial compared to $6.5 billion in 2022, primarily driven by the third-quarter 2022 settlement charge and lower recognized actuarial losses, partially offset by higher interest cost.
Currency Rate Fluctuations
Changes in the relative values of non-U.S. currencies to the USD affect our financial results and financial position. At September 30, 2023, currency changes resulted in assets and liabilities denominated in local currencies being translated into fewer dollars than at year-end 2022. We use financial hedging instruments to limit specific currency risks related to foreign currency-based transactions.
Movements in currency, and the fact that we do not hedge 100 percent of our currency exposures, will result in a currency impact to our revenues, profit and cash flows throughout 2023. We execute a hedging program which defers, versus eliminates, the volatility of currency impacts on our financial results. During periods of sustained movements in currency, the marketplace and competition adjust to the changing rates over time.
We translate revenue, cost and expense in our non-U.S. operations at current exchange rates in the reported period. References to “adjusted for currency” or “constant currency” reflect adjustments based upon a simple mathematical formula. However, this constant currency methodology that we utilize to disclose this information does not incorporate any operational actions that management could take to mitigate fluctuating currency rates. Based on the currency rate movements in the third quarter of 2023, revenue from continuing operations increased 4.6 percent as reported and 3.5 percent at constant currency versus the third quarter of 2022. In the first nine months of 2023, revenue from continuing operations increased 1.5 percent as reported and 2.7 percent at constant currency, compared to the same period in 2022. Currency translation and hedging impacted year-to-year pre-tax income growth and operating (non-GAAP) pre-tax income growth by approximately $200 million in the third quarter of 2023, and approximately $500 million in the first nine months of 2023. From a segment perspective, in the third quarter of 2023, currency translation and hedging impacted our Software pre-tax income margin year-to-year growth by more than two points, Infrastructure by more than a point and Consulting by approximately a point. In the first nine months of 2023, currency translation and hedging impacted our Software and Infrastructure pre-tax income margin year-to-year growth by more than a point each. We view these amounts as a theoretical maximum impact to our as-reported financial results. Hedging and certain underlying foreign currency transaction gains and losses are allocated to our segment results. Considering the operational responses mentioned above,
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Management Discussion – (continued)
movements of exchange rates, and the nature and timing of hedging instruments, it is difficult to predict future currency impacts on any particular period.
For non-U.S. subsidiaries and branches that operate in U.S. dollars or whose economic environment is highly inflationary, translation adjustments are reflected in results of operations. Generally, we manage currency risk in these entities by linking prices and contracts to U.S. dollars.
Liquidity and Capital Resources
In our 2022 Annual Report, on pages 33 to 35, there is a discussion of our liquidity including two tables that present three years of data. The table presented on page 33 includes net cash from operating activities, cash and cash equivalents, restricted cash and short-term marketable securities, and the size of our global credit facilities for each of the past three years. For the nine months ended, or at, as applicable, September 30, 2023, those amounts are $9.5 billion of net cash from operating activities, $11.0 billion of cash and cash equivalents, restricted cash and short-term marketable securities and $10.0 billion in global credit facilities, respectively. While we have no current plans to draw on these credit facilities, they are available as back-up liquidity.
The major rating agencies' ratings on our debt securities at September 30, 2023 appear in the following table and remain unchanged from June 30, 2023.
IBM RATINGS:STANDARD
AND
POOR’S		MOODY’S
INVESTORS
SERVICE
Senior long-term debtA-A3
Commercial paperA-2Prime-2
IBM has ample financial flexibility, supported by our strong liquidity position and cash flows, to operate at a single A credit rating. In the first quarter of 2023, we issued $9.5 billion of debt primarily to plan for our debt maturity obligations in 2023 and 2024 as well as capital allocation priorities. Debt levels have increased $4.3 billion from December 31, 2022, driven by debt issuances; partially offset by maturities.
We do not have “ratings trigger” provisions in our debt covenants or documentation, which would allow the holders to declare an event of default and seek to accelerate payments thereunder in the event of a change in credit rating. Our debt covenants are well within the required levels. Our contractual agreements governing derivative instruments contain standard market clauses which can trigger the termination of the agreement if our credit rating were to fall below investment grade. At September 30, 2023, the fair value of those instruments that were in a liability position was $864 million, before any applicable netting, and this position is subject to fluctuations in fair value period to period based on the level of our outstanding instruments and market conditions. We have no other contractual arrangements that, in the event of a change in credit rating, would result in a material adverse effect on our financial position or liquidity.
Effective December 31, 2022, the use of LIBOR was substantially eliminated for purposes of any new financial contract executions. The UK’s Financial Conduct Authority (FCA) extended the phase out of LIBOR in the case of U.S. dollar settings for certain tenors until the end of June 2023. Any legacy USD LIBOR based financial contracts were addressed using the LIBOR rates published through the June 2023 extension period. The replacement of the LIBOR benchmark within the company’s risk management activities did not have a material impact in the consolidated financial results.
We prepare our Consolidated Statement of Cash Flows in accordance with applicable accounting standards for cash flow presentation on page 7 of this Form 10-Q and highlight causes and events underlying sources and uses of cash in that format on page 74. For the purpose of running its business, IBM manages, monitors and analyzes cash flows in a different manner.
Management uses free cash flow as a measure to evaluate its operating results, plan shareholder return levels, strategic investments and assess its ability and need to incur and service debt. The entire free cash flow amount is not necessarily available for discretionary expenditures. We define free cash flow as net cash from operating activities less the change in Financing receivables and net capital expenditures, including the investment in software. A key objective of the Financing business is to generate strong returns on equity, and our Financing receivables are the basis for that growth. Accordingly,
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management considers Financing receivables as a profit-generating investment, not as working capital that should be minimized for efficiency. Therefore, management includes presentations of both free cash flow and net cash from operating activities that exclude the effect of Financing receivables.
The following is management’s view of cash flows for the first nine months of 2023 and 2022 prepared in a manner consistent with the description above.
(Dollars in millions)
For the nine months ended September 30:20232022*
Net cash from operating activities per GAAP$9,468 $6,470 
Less: change in Financing receivables3,119 1,071 
Net cash from operating activities, excluding Financing receivables$6,349 $5,399 
Capital expenditures, net (1,226)(1,317)
Free cash flow $5,123 $4,082 
Acquisitions(4,945)(1,020)
Divestitures(4)1,271 
Dividends(4,522)(4,454)
Non-Financing debt7,572 4,686 
Other (includes Financing net receivables and Financing debt)(1,068)(2,395)**
Change in cash, cash equivalents, restricted cash and short-term marketable securities$2,156 $2,171 
*Includes immaterial cash flows from discontinued operations.
**Recast to conform to current-year presentation.
In the first nine months of 2023, we generated $5.1 billion in free cash flow, an increase of $1.0 billion versus the prior-year period. The increase was driven primarily by performance-related improvements within net income and sales cycle working capital efficiencies; partially offset by higher performance-based compensation payments in 2023 given our strong results in 2022. In the first nine months of 2023, net cash used in acquisitions was $4.9 billion and we continued to return value to shareholders with $4.5 billion in dividends.
Events that could temporarily change the historical cash flow dynamics discussed previously and in our 2022 Annual Report include significant changes in operating results, material changes in geographic sources of cash, unexpected adverse impacts from litigation, future pension funding requirements, periods of severe downturn in the capital markets or the timing of tax payments. Whether any litigation has such an adverse impact will depend on a number of variables, which are more completely described in note 14, “Contingencies,” in this Form 10-Q. With respect to pension funding, we expect to make legally mandated pension plan contributions to certain non-U.S. defined benefit plans of approximately $100 million in 2023. Contributions related to all retirement-related plans are expected to be approximately $1.9 billion in 2023. Financial market performance could increase the legally mandated minimum contributions in certain non-U.S. countries that require more frequent remeasurement of the funded status. We are not quantifying any further impact from pension funding because it is not possible to predict future movements in the capital markets or changes in pension plan funding regulations. In 2023, we are not legally required to make any contributions to the U.S. defined benefit pension plans.
Our cash flows are sufficient to fund our current operations and obligations, including investing and financing activities such as dividends and debt service. When additional requirements arise, we have several liquidity options available. These options may include the ability to borrow additional funds at reasonable interest rates and utilizing our committed global credit facilities. With our share repurchase program suspended since the close of the Red Hat acquisition, our overall shareholder payout remains at a comfortable level and we remain fully committed to our secure and modestly growing dividend policy.

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Management Discussion – (continued)
Financing
Financing is a reportable segment that is measured as a stand-alone entity. Financing facilitates IBM clients’ acquisition of IBM information technology systems, software and services by providing financing solutions in the areas where the company has the expertise, while generating solid returns on equity.
Results of Operations
(Dollars in millions)Yr. to Yr.
Percent
Change
For the three months ended September 30:20232022
Revenue$186 $174 6.9 %
Pre-tax income$91 $79 16.0 %
(Dollars in millions)Yr. to Yr.
Percent
Change
For the nine months ended September 30:20232022
Revenue$566 $474 19.5 %
Pre-tax income$256 $265 (3.2)%
For the three months ended September 30, 2023, financing revenue increased 6.9 percent as reported (5 percent adjusted for currency) compared to the prior year, driven by client financing revenue up $11 million to $183 million. For the nine months ended September 30, 2023, financing revenue increased 19.5 percent as reported (20 percent adjusted for currency) compared to the prior year, driven by client financing up $88 million to $557 million. The increase in client financing revenue in both periods in 2023 was primarily driven by an increase in client financing asset yields.
Financing pre-tax income increased 16.0 percent to $91 million in the third quarter of 2023, compared to the prior-year period and the pre-tax margin of 49.2 percent increased 3.9 points year to year. The increase in pre-tax income for the third quarter was primarily driven by a decrease in SG&A expenses and lower specific reserve requirements in the current year. For the nine months ended September 30, 2023, Financing pre-tax income decreased 3.2 percent to $256 million compared to the prior year and the pre-tax margin of 45.3 percent decreased 10.6 points year to year, primarily driven by year-to-year foreign currency impacts.
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Management Discussion – (continued)
Financial Position
(Dollars in millions)At September 30, 2023At December 31, 2022
Cash and cash equivalents$558 $699 
Client financing receivables:
Net investment in sales-type and direct financing leases (1)
3,627 4,047 
Client loans5,897 8,329 
Total client financing receivables$9,524 $12,376 
Commercial financing receivables:  
Held for investment308 293 
Held for sale593 939 
Other receivables42 66 
Total external receivables (2)
$10,466 $13,674 
Intercompany assets (3)
722 988 (4)
Other assets295 395 (4)
Total assets$12,042 $15,757 
Intercompany payables (3)
$444 $637 
Debt (5)
9,860 12,872 
Other liabilities642 814 
Total liabilities$10,946 $14,323 
Total equity$1,096 $1,433 
Total liabilities and equity$12,042 $15,757 
(1)Includes deferred initial direct costs which are expensed in IBM’s consolidated financial results.
(2)The difference between the decrease in total external receivables of $3.2 billion (from $13.7 billion in December 2022 to $10.5 billion in September 2023) and the $3.1 billion change in Financing segment’s receivables disclosed in the free cash flow presentation on page 77 is primarily attributable to currency impacts.
(3)This entire amount is eliminated for purposes of IBM’s consolidated financial results and therefore does not appear in the Consolidated Balance Sheet.
(4)Prior period amounts have been recast to conform to 2023 presentation.
(5)Financing segment debt is primarily composed of intercompany loans.
Total external receivables decreased $3,208 million primarily due to collections of higher year-end balances. Intercompany assets decreased $267 million primarily driven by intercompany financing receivables at December 31, 2022 that settled in the first half of 2023. These declines had corresponding reductions in debt funding.
We continue to apply our rigorous credit policies. Approximately 72 percent of the total external portfolio was with investment-grade clients with no direct exposure to consumers at September 30, 2023, flat year-to-year and a decrease of 1 point as compared to June 30, 2023. This investment grade percentage is based on the credit ratings of the companies in the portfolio and reflects certain mitigating actions taken to reduce the risk to IBM.
We have a long-standing practice of taking mitigation actions, in certain circumstances, to transfer credit risk to third parties. These actions may include credit insurance, financial guarantees, nonrecourse secured borrowings, transfers of receivables recorded as true sales in accordance with accounting guidance or sales of equipment under operating lease. Sale of receivables arrangements are also utilized in the normal course of business as part of our cash and liquidity management. For additional information relating to financing receivables refer to note 9, “Financing Receivables.” Refer to pages 72 through 73 for additional information related to Financing segment receivables, allowance for credit losses and debt.
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Management Discussion – (continued)
Return on Equity Calculation
For Three Months Ended September 30, For Nine Months Ended September 30,
(Dollars in millions)2023202220232022
Numerator:  
Financing after-tax income*$79 $64 $214 $217 
Annualized after-tax income (1)$315 $257 $285 $289 
Denominator:    
Average Financing equity (2)**$1,134 $1,306 $1,217 $1,378 
Financing return on equity (1)/(2)27.8 %19.7 %23.4 %21.0 %
*Calculated based upon an estimated tax rate principally based on Financing’s geographic mix of earnings as IBM’s provision for income taxes is determined on a consolidated basis.
**Average of the ending equity for Financing for the last two quarters and three quarters, for the three months ended September 30 and for the nine months ended September 30, respectively.
Return on equity was 27.8 percent and 23.4 percent for the three and nine months ended September 30, 2023, respectively, compared to 19.7 percent and 21.0 percent for the same periods in 2022. The change in the three months ended September 30, 2023 was driven by an increase in net income and a lower average equity balance. The change in the nine months ended September 30, 2023 was driven by a lower average equity balance.
Residual Value
The estimated residual value represents the estimated fair value of the equipment under lease at the end of the lease. The company estimates the future fair value of leased equipment by using historical models, analyzing the current market for new and used equipment and obtaining forward-looking product information such as marketing plans and technology innovations.
The company optimizes the recovery of residual values by extending lease arrangements with, or selling leased equipment to existing clients and periodically reassesses the realizable value of its lease residual values.
The following table presents the recorded amount of unguaranteed residual value for sales-type and direct financing leases at September 30, 2023 and December 31, 2022. In addition, the table presents the run out of when the unguaranteed residual value assigned to equipment on leases at September 30, 2023 is expected to be returned to the company. The unguaranteed residual value for operating leases at September 30, 2023 and December 31, 2022 was not material.

Unguaranteed Residual Value
At December 31, 2022At September 30,
2023		Estimated Run Out of September 30, 2023 Balance
(Dollars in millions)2023202420252026 and Beyond
Sales-type and direct financing leases$422 $403 $21 $58 $135 $188 

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Management Discussion – (continued)
GAAP Reconciliation
The tables below provide a reconciliation of our income statement results as reported under GAAP to our operating earnings presentation which is a non-GAAP measure. Management’s calculation of operating (non-GAAP) earnings, as presented, may differ from similarly titled measures reported by other companies. Refer to the “Operating (non-GAAP) Earnings” section for management’s rationale for presenting operating earnings information.
(Dollars in millions except per share amounts)GAAPAcquisition-
Related
Adjustments		Retirement-
Related
Adjustments		U.S. Tax Reform
Impacts		Kyndryl-
Related
Impacts		Operating
(non-GAAP)
For the three months ended September 30, 2023:
Gross profit$8,023 $162 $— $— $— $8,185 
Gross profit margin54.4 %1.1 pts.— pts.— pts.— pts.55.5%
SG&A$4,458 $(277)$— $— $— $4,181 
Other (income) and expense$(215)$— $12 $— $— $(203)
Total expense and other (income)$6,150 $(277)$12 $— $— $5,885 
Pre-tax income from continuing operations$1,873 $438 $(12)$— $— $2,299 
Pre-tax margin from continuing operations12.7 %3.0 pts.(0.1)pts.— pts.— pts.15.6%
Provision for income taxes**$159 $99 $(14)$24 $— $268 
Effective tax rate8.5 %2.7 pts.(0.5)pts.1.0 pts.— pts.11.7%
Income from continuing operations$1,714 $340 $1 $(24)$— $2,031 
Income margin from continuing operations 11.6 %2.3 pts.$0.0 pts.(0.2)pts.— pts.13.8%
Diluted earnings per share from continuing operations $1.86 $0.37 $0.00 $(0.03)$— $2.20 

(Dollars in millions except per share amounts)GAAPAcquisition-
Related
Adjustments		Retirement-
Related
Adjustments*		U.S. Tax Reform
Impacts		Kyndryl-
Related
Impacts		Operating
(non-GAAP)
For the three months ended September 30, 2022:
Gross profit$7,430 $165 $— $— $— $7,595 
Gross profit margin52.7 %1.2 pts.— pts.— pts.— pts.53.8%
SG&A$4,391 $(253)$— $— $0 $4,138 
Other (income) and expense$5,755 $(1)$(6,062)$— $14 $(293)
Total expense and other (income)$11,931 $(253)$(6,062)$— $14 $5,630 
Pre-tax income/(loss) from continuing operations$(4,501)$418 $6,062 $— $(14)$1,965 
Pre-tax margin from continuing operations(31.9)%3.0 pts.43.0 pts.— pts.(0.1)pts.13.9%
Provision for/(benefit from) income taxes**$(1,287)$103 $1,495 $— $— $312 
Effective tax rate28.6 %(0.8)pts.(12.1)pts.— pts.0.2 pts.15.9%
Income/(loss) from continuing operations$(3,214)$315 $4,566 $— $(14)$1,653 
Income/(loss) margin from continuing operations(22.8)%2.2 pts.32.4 pts.— pts.(0.1)pts.11.7%
Diluted earnings/(loss) per share from continuing operations +$(3.55)$0.35 $5.05 — $(0.02)$1.81 
*Retirement-Related Adjustments in 2022 includes a one-time, non-cash, pre-tax pension settlement charge of $5.9 billion ($4.4 billion after tax). See note 18 “Retirement-Related Benefits,” for additional information.
**The tax impact on operating (non-GAAP) pre-tax income from continuing operations is calculated under the same accounting principles applied to the GAAP pre-tax income which employs an annual effective tax rate method to the results.
+Operating (non-GAAP) earnings per share in 2022 was calculated using 912.8 million shares, which includes 8.8 million dilutive potential shares under our stock-based compensation plans and contingently issuable shares. Due to the GAAP net loss for the three months ended September 30, 2022, these dilutive potential shares were excluded from the GAAP loss per share calculation as the effect would have been antidilutive. The difference in share count resulted in an additional ($0.02) reconciling item.
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Management Discussion – (continued)
(Dollars in millions except per share amounts)GAAPAcquisition-
Related
Adjustments		Retirement-
Related
Adjustments		U.S. Tax Reform
Impacts		Kyndryl-
Related
Impacts		Operating
(non-GAAP)
For the nine months ended September 30, 2023:
Gross profit$24,033 $460 $— $— $— $24,492 
Gross profit margin54.0 %1.0 pts.— pts.— pts.— pts.55.1%
SG&A$14,212 $(768)$— $— $— $13,444 
Other (income) and expense$(721)$(2)$16 $— $— $(707)
Total expense and other (income)$19,102 $(770)$16 $— $— $18,348 
Pre-tax income from continuing operations$4,931 $1,229 $(16)$— $— $6,144 
Pre-tax margin from continuing operations11.1 %2.8 pts.0.0 pts.— pts.— pts.13.8%
Provision for income taxes**$702 $277 $(27)$(91)$— $861 
Effective tax rate14.2 %1.7 pts.(0.4)pts.(1.5)pts.— pts.14.0%
Income from continuing operations$4,229 $953 $11 $91 $— $5,283 
Income margin from continuing operations9.5 %2.1 pts.0.0 pts.0.2 pts.— pts.11.9%
Diluted earnings per share from continuing operations $4.59 $1.04 $0.01 $0.10 $— $5.74 


(Dollars in millions except per share amounts)GAAPAcquisition-
Related
Adjustments		Retirement-
Related
Adjustments*		U.S. Tax Reform
Impacts		Kyndryl-
Related
Impacts		Operating
(non-GAAP)
For the nine months ended September 30, 2022:   
Gross profit$23,055 $526 $— $— $— $23,582 
Gross profit margin52.6 %1.2 pts.— pts.— pts.— pts.53.8%
SG&A$13,843 $(818)$— $— $0 $13,025 
Other (income) and expense$5,921 $(2)$(6,455)$— $(353)$(889)
Total expense and other (income)$25,212 $(820)$(6,455)$— $(353)$17,584 
Pre-tax income/(loss) from continuing operations$(2,156)$1,346 $6,455 $— $353 $5,998 
Pre-tax margin from continuing operations(4.9)%3.1 pts.14.7 pts.— pts.0.8 pts.13.7%
Provision for/(benefit from) income taxes**$(1,070)$327 $1,599 $112 $— $969 
Effective tax rate49.6 %(5.7)pts.(26.7)pts.1.9 pts.(2.9)pts.16.1%
Income/(loss) from continuing operations$(1,087)$1,019 $4,856 $(112)$353 $5,029 
Income/(loss) margin from continuing operations(2.5)%2.3 pts.11.1 pts.(0.3)pts.0.8 pts.11.5%
Diluted earnings/(loss) per share from continuing operations +$(1.21)$1.13 $5.39 $(0.12)$0.39 $5.52 
*Retirement-Related Adjustments in 2022 includes a one-time, non-cash, pre-tax pension settlement charge of $5.9 billion ($4.4 billion after tax). See note 18 “Retirement-Related Benefits,” for additional information.
**The tax impact on operating (non-GAAP) pre-tax income from continuing operations is calculated under the same accounting principles applied to the GAAP pre-tax income which employs an annual effective tax rate method to the results.
+Operating (non-GAAP) earnings per share in 2022 was calculated using 911.1 million shares, which includes 9.4 million dilutive potential shares under our stock-based compensation plans and contingently issuable shares. Due to the GAAP net loss for the nine months ended September 30, 2022, these dilutive potential shares were excluded from the GAAP loss per share calculation as the effect would have been antidilutive. The difference in share count resulted in an additional ($0.06) reconciling item.
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Management Discussion – (continued)
Forward-Looking and Cautionary Statements
Except for the historical information and discussions contained herein, statements contained in this Form 10-Q may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on the company’s current assumptions regarding future business and financial performance. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, including, but not limited to, the following: a downturn in economic environment and client spending budgets; a failure of the company’s innovation initiatives; damage to the company’s reputation; risks from investing in growth opportunities; failure of the company’s intellectual property portfolio to prevent competitive offerings and the failure of the company to obtain necessary licenses; the company’s ability to successfully manage acquisitions, alliances and dispositions, including integration challenges, failure to achieve objectives, the assumption of liabilities and higher debt levels; fluctuations in financial results; impact of local legal, economic, political, health and other conditions; the company’s failure to meet growth and productivity objectives; ineffective internal controls; the company’s use of accounting estimates; impairment of the company’s goodwill or amortizable intangible assets; the company’s ability to attract and retain key employees and its reliance on critical skills; impacts of relationships with critical suppliers; product quality issues; impacts of business with government clients; reliance on third party distribution channels and ecosystems; cybersecurity and data privacy considerations; adverse effects related to climate change and environmental matters; tax matters; legal proceedings and investigatory risks; the company’s pension plans; currency fluctuations and customer financing risks; impact of changes in market liquidity conditions and customer credit risk on receivables; potential failure of the separation of Kyndryl Holdings, Inc. to qualify for tax-free treatment; risk factors related to IBM securities; and other risks, uncertainties and factors discussed in the company’s Form 10-Qs, Form 10-K and in the company’s other filings with the U.S. Securities and Exchange Commission or in materials incorporated therein by reference. Any forward-looking statement in this Form 10-Q speaks only as of the date on which it is made. Except as required by law, the company assumes no obligation to update or revise any forward-looking statements.
Item 4. Controls and Procedures
The company’s management evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer, the effectiveness of the company’s disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the company’s disclosure controls and procedures were effective as of the end of the period covered by this report. There has been no change in the company’s internal control over financial reporting that occurred during the quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.
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Part II — Other Information
Item 1. Legal Proceedings
Refer to note 14, “Contingencies,” in this Form 10-Q.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Repurchases of Equity Securities
The following table provides information relating to the company’s repurchase of common stock for the third quarter of 2023.
PeriodTotal Number
of Shares
Purchased		Average
Price Paid
per Share
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Program
Approximate
Dollar Value
of Shares that
May Yet Be
Purchased Under
The Program*
July 1, 2023 - July 31, 2023—$— —$2,007,611,768 
August 1, 2023 - August 31, 2023—$— —$2,007,611,768 
September 1, 2023 - September 30, 2023—$— —$2,007,611,768 
Total—$— — 
*On October 30, 2018, the Board of Directors authorized $4.0 billion in funds for use in the company’s common stock repurchase program. The company stated that it would repurchase shares on the open market or in private transactions depending on market conditions. The common stock repurchase program does not have an expiration date. This table does not include shares tendered to satisfy the exercise price in connection with cashless exercises of employee stock options or shares tendered to satisfy tax withholding obligations in connection with employee equity awards. The company suspended its share repurchase program at the time of the Red Hat closing in 2019.
Item 5. Other Information
Amendment to By-Laws
On July 31, 2023, the company announced that Michael Miebach had been elected to the IBM Board of Directors, effective October 30, 2023. As a result, Article III, Section 2 of the company’s By-Laws was amended to increase the number of directors to thirteen, effective October 30, 2023. The full text of IBM’s By-Laws, as amended effective October 30, 2023, is included as Exhibit 3.2 to this report.
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Item 6. Exhibits
Exhibit Number
3.2
31.1
31.2
32.1
32.2
101.INSXBRL Instance Document – the instance document does not appear on the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
International Business Machines Corporation
(Registrant)
Date: October 31, 2023
By:/s/ Nicolás A. Fehring
Nicolás A. Fehring
Vice President and Controller
86
Exhibit 3.2 BY-LAWS of INTERNATIONAL BUSINESS MACHINES CORPORATION Adopted April 29,1958 As Amended Through October 30, 2023

 
TABLE OF CONTENTS DEFINITIONS 1 ARTICLE I ARTICLE II MEETINGS OF STOCKHOLDERS SECTION 1. Place of Meetings 1 SECTION 2. Annual Meetings 1 SECTION 3. Special Meetings 2 SECTION 4. Notice of Meetings 2 SECTION 5. Quorum 2 SECTION 6. Organization 3 SECTION 7. Items of Business 3 SECTION 8. Voting 5 SECTION 9. List of Stockholders 5 SECTION 10. Inspectors of Election 6 SECTION 11. Proxy Access 6 ARTICLE III BOARD OF DIRECTORS SECTION 1. General Powers 13 SECTION 2. Number; Qualifications; Election; Term of Office 13 SECTION 3. Place of Meetings 14 SECTION 4. First Meeting 14 SECTION 5. Regular Meetings 14 SECTION 6. Special Meetings 14 SECTION 7. Notice of Meetings 14 SECTION 8. Quorum and Manner of Acting 14 SECTION 9. Organization 15 SECTION 10. Resignations 15 SECTION 11. Removal of Directors 15 SECTION 12. Vacancies 15 SECTION 13. Retirement of Directors 15 ARTICLE IV EXECUTIVE AND OTHER COMMITTEES SECTION 1. Executive Committee 16 SECTION 2. Powers of the Executive Committee 16 SECTION 3. Meetings of the Executive Committee 16 SECTION 4. Quorum and Manner of Acting of the Executive Committee 17 SECTION 5. Other Committees 17 SECTION 6. Changes in Committees; Resignations; Removals; Vacancies 17 - i -

 
ARTICLE V OFFICERS SECTION 1. Number and Qualifications 18 SECTION 2. Resignations 18 SECTION 3. Removal 18 SECTION 4. Vacancies 18 SECTION 5. Chairman of the Board 18 SECTION 6. Vice Chairman 19 SECTION 7. President 19 SECTION 8. Designated Officers 19 SECTION 9. Executive Vice Presidents, Senior Vice Presidents and Vice Presidents 20 SECTION 10. Treasurer 20 SECTION 11. Secretary 21 SECTION 12. Controller 21 SECTION 13. Compensation 21 ARTICLE VI CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC. SECTION 1. Execution of Contracts 22 SECTION 2. Loans 22 SECTION 3. Checks, Drafts, etc. 22 SECTION 4. Deposits 22 SECTION 5. General and Special Bank Accounts 22 SECTION 6. Indemnification 23 ARTICLE VII SHARES SECTION 1. Stock Certificates 23 SECTION 2. Book of Account and Record of Stockholders 24 SECTION 3. Transfers of Stock 24 SECTION 4. Regulations 24 SECTION 5. Fixing of Record Date 24 SECTION 6. Lost, Destroyed or Mutilated Certificates 25 SECTION 7. Inspection of Records 25 SECTION 8. Auditors 25 ARTICLE VIII OFFICES SECTION 1. Principal Office 26 SECTION 2. Other Offices 26 ARTICLE IX WAIVER OF NOTICE 26 ARTICLE X FISCAL YEAR 26 ARTICLE XI SEAL 26 ARTICLE XII AMENDMENTS 27 - ii -

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

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

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

 
- 4 - direction of the Board of Directors, (iii) a proper subject for the meeting which is timely submitted by a stockholder of the Corporation entitled to vote at such meeting who complies fully with the notice requirements set forth below or (iv) a director nomination submitted by a stockholder in accordance with Section 11 of this Article II. For (a) business to be properly submitted by a stockholder before any annual meeting under subparagraph (iii) above, or (b) any stockholder to properly nominate any person for election as a director of the Corporation (other than director nominations submitted in accordance with Section 11 of this Article II), a stockholder must give timely notice in writing of such business or nomination to the Secretary of the Corporation in accordance with this Section 7. To be considered timely, a stockholder's notice must be received by the Secretary at the principal executive offices of the Corporation not less than 120 calendar days nor more than 150 calendar days before the anniversary date of the Corporation's proxy statement released to stockholders in connection with the prior year’s annual meeting. However, if no annual meeting was held in the previous year, or if the date of the applicable annual meeting has been changed by more than 30 days from the anniversary date of the prior year’s annual meeting, a stockholder’s notice must be received by the Secretary not later than the 10th calendar day following the date on which the Corporation publicly announces the date of the applicable annual meeting. A stockholder's notice to the Secretary to submit business or nominate directors (other than director nominations submitted in accordance with Section 11 of this Article II) at an annual meeting of stockholders shall set forth: (i) the name and address of the stockholder, (ii) the number of shares of stock held of record and beneficially by such stockholder, (iii) the name in which all such shares of stock are registered on the stock transfer books of the Corporation, (iv) a representation that the stockholder intends to appear at the meeting in person or by proxy to submit the business specified in such notice, (v) a brief description of the business desired to be submitted to the annual meeting, including the complete text of any resolutions intended to be presented at the annual meeting, and the reasons for conducting such nomination or business at the annual meeting, (vi) any personal or other material interest of the stockholder in the nomination or business to be submitted, and (vii) all other information which may be required to be disclosed under applicable law, including in connection with a solicitation of proxies, with respect to such nomination or business. Such notice shall include a true, complete and signed questionnaire with respect to such stockholder and, if applicable, with respect to each nominee of such stockholder for election as a director of the Corporation, in a form which shall be provided by the Secretary of the Corporation upon written request. In addition, a stockholder submitting such notice shall promptly provide any other information reasonably requested by the Corporation. The stockholder submitting such notice shall, no later than five (5) business days following the record date for the applicable meeting, deliver to the Secretary at the principal executive offices of the Corporation, a written notice disclosing any changes to the information so submitted, as of such record date.

 
- 5 - The chairman of the meeting shall determine all matters relating to the efficient conduct of the meeting, including, but not limited to, the items of business, as well as the maintenance of order and decorum. The chairman shall, if the facts warrant, determine and declare that any putative nomination or business was not properly brought before the meeting in accordance with the procedures prescribed by this Section 7, in which case such nomination shall not be considered or such business shall not be transacted. The order in which items of business will be considered will be determined by the chairman. Notwithstanding the foregoing provisions of this Section 7, a stockholder who seeks to have any proposal included in the Corporation's proxy materials shall comply with the requirements of Rule 14a-8 under Regulation 14A of the Exchange Act. SECTION 8. Voting. Except as otherwise provided by law, each holder of record of shares of stock of the Corporation having voting power shall be entitled at each meeting of the stockholders to one vote for every share of such stock standing in the stockholder's name on the record of stockholders of the Corporation: (a) on the date fixed pursuant to the provisions of Section 5 of Article VII of these By-laws as the record date for the determination of the stockholders who shall be entitled to vote at such meeting, or (b) if such record date shall not have been so fixed, then at the close of business on the day next preceding the day on which notice of such meeting shall have been given, or (c) if such record date shall not have been so fixed and if no notice of such meeting shall have been given, then at the time of the call to order of such meeting. Any vote on stock of the Corporation at any meeting of the stockholders may be given by the stockholder of record entitled thereto in person or by proxy appointed by such stockholder or by the stockholder's attorney thereunto duly authorized and delivered or transmitted to the secretary of such meeting at or prior to the time designated in the order of business for turning in proxies. At all meetings of the stockholders at which a quorum shall be present, all matters (except where otherwise provided by law, the Certificate of Incorporation or these By-laws) shall be decided by the vote of a majority in voting interest of the stockholders present in person or represented by proxy and entitled to vote thereat. Unless required by law, or determined by the chairman of the meeting to be advisable, the vote on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by the stockholder's proxy as such, if there be such proxy. SECTION 9. List of Stockholders. A list, certified by the Secretary, of the stockholders of the Corporation entitled to vote shall be produced at any meeting of the

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

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

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

 
- 9 - other instrument or arrangement which is revocable at any time by the person. Whether outstanding shares of the common stock of the Corporation are “owned” for these purposes shall be determined by the Board. For purposes of this Section 11, the term “affiliate” or “affiliates” shall have the meaning ascribed thereto under the General Rules and Regulations under the Exchange Act. (e) In order to make a nomination pursuant to this Section 11, a stockholder or group of stockholders must have owned (as defined above) 3% or more of the Corporation’s outstanding common stock continuously for at least three years as of both the date the written notice of the nomination is delivered to or mailed and received by the Corporation in accordance with this Section 11 and the record date for determining stockholders entitled to vote at the annual meeting of stockholders, and must continue to hold at least 3% of the Corporation’s outstanding common stock through the meeting date. Within the time period specified in this Section 11 for providing notice of a nomination in accordance with the procedures set forth in this Section 11, a stockholder or group of stockholders must provide the following information in writing to the Secretary of the Corporation: (i) one or more written statements from the record holder of the shares (or for beneficial owners, proof of ownership from each intermediary through which the shares are or have been held during the requisite three-year holding period in a form that would be deemed by the Corporation to be acceptable pursuant to Rule 14a-8(b)(2) under the Exchange Act for purposes of a shareholder proposal) verifying that, as of the date the written notice of the nomination is delivered to or mailed and received by the Secretary of the Corporation, the stockholder or group of stockholders owns, and has owned continuously for the preceding three years, at least 3% of the Corporation’s outstanding common stock, and the stockholder or group of stockholders’ agreement to provide, within five business days after the record date for the annual meeting of stockholders, written statements from the record holder and intermediaries verifying such stockholder or group of stockholders’ continuous ownership of at least 3% of the Corporation’s outstanding common stock through the record date; (ii) the written consent of each stockholder nominee to being named in the proxy statement as a nominee and to serve as a director if elected and (iii) a copy of the Schedule 14N that has been filed with the Securities and Exchange Commission as required by Rule 14a-18 under the Exchange Act. (f) Within the time period specified in this Section 11 for providing notice of a nomination in accordance with the procedures set forth in this Section 11, a stockholder or group of stockholders must provide a representation and agreement that such stockholder or group of stockholders: (i) acquired at least 3% of the Corporation’s outstanding common stock in the ordinary course of business and not with the intent to change or influence control at the Corporation, and does not presently have such intent, (ii) presently intends to maintain qualifying ownership of at least 3% of the Corporation’s outstanding common stock through the date of the annual meeting and to vote such shares at the annual meeting, (iii) has not nominated and will not nominate for election to the Board at the annual meeting of stockholders any person other than the nominee or nominees being nominated pursuant to this Section 11, (iv) has not engaged and will not engage in, and has not and will not be a “participant” in another person’s,

 
- 10 - “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act, in support of the election of any individual as a director at the annual meeting of stockholders other than its nominee or a nominee of the Board, (v) will not distribute to any stockholder any form of proxy for the annual meeting of stockholders other than the form distributed by the Corporation, and (vi) will provide facts, statements and other information in all communications with the Corporation and stockholders of the Corporation that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. (g) Within the time period specified in this Section 11 for providing notice of a nomination in accordance with the procedures set forth in this Section 11, a stockholder or group of stockholders must provide an undertaking that the stockholder or group of stockholders agrees to: (i) assume all liability stemming from any legal or regulatory violation arising out of the stockholder or group of stockholders’ communications with the stockholders of the Corporation or out of the information that the such stockholder or group of stockholders provided to the Corporation, (ii) comply with all other laws and regulations applicable to any solicitation in connection with the annual meeting of stockholders, and (iii) indemnify and hold harmless the Corporation and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of any nomination submitted by the stockholder or group of stockholders pursuant to this Section 11. In the case of a nomination by a group of stockholders, the stockholder group shall, in the notice required by this Section 11, designate one member of the group that is authorized to receive communications, notices and inquiries from the Corporation and to act on behalf of all members of the group with respect to all matters relating to the nomination under this Section 11 (including withdrawal of the nomination). The inspector of elections shall not give effect to the stockholder or group of stockholders’ votes with respect to the election of directors if such stockholder or group of stockholders does not comply with the undertaking) above. (h) Within the time period specified in this Section 11 for providing notice of a nomination in accordance with the procedures set forth in this Section 11, the applicable stockholder or group of stockholders must deliver to the Secretary of the Corporation, at the principal executive offices of the Corporation, (i) all information and materials required by Section 7 of this Article II in connection with the nomination of any person for election as a director of the Corporation and (ii) a written representation and agreement that such person (x) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question that has not been disclosed to the Corporation, (y) may not be, and may not become, a party to any compensatory, payment, indemnification or other financial agreement, arrangement or understanding

 
- 11 - with any person or entity other than the Corporation in connection with service or action as a director that has not been disclosed to the Corporation, and (z) will comply with all of the Corporation’s corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines, and any other Corporation policies and guidelines applicable to directors. At the request of the Corporation, the stockholder nominee must submit all completed and signed questionnaires required of directors of the Corporation. In addition, such stockholder or group of stockholders shall provide the Secretary of the Corporation with notice of changes to such information, in the manner provided in Section 7 of this Article II, and shall promptly provide any other information reasonably requested by the Corporation. The Corporation may request such additional information as necessary to permit the Board to determine if each stockholder nominee is independent under the listing standards of the principal U.S. securities exchange upon which the common stock of the Corporation is listed (including any additional independence standards that are applicable to audit, compensation or other board committees), any applicable rules of the Securities and Exchange Commission (including under the definition of a “non- employee director” under Exchange Act Rule 16b-3), the definition of “outside director” under Section 162(m) of the Internal Revenue Code of 1986, as amended (or any successor provision) and any publicly disclosed standards used by the Board in determining and disclosing the independence of the Corporation’s directors. If the Board determines that a stockholder nominee is not independent under any of the foregoing standards, the stockholder nominee will be ineligible for inclusion in the Corporation’s proxy materials. (i) In the event that any information or communications provided by the stockholder or group of stockholders or the stockholder nominee to the Corporation or its stockholders ceases to be true and correct in all material respects or omits a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, each stockholder or group of stockholders or stockholder nominee, as the case may be, shall promptly notify the Secretary of the Corporation of any defect in such previously provided information and of the information that is required to correct any such defect. (j) The stockholder or group of stockholders may provide to the Secretary of the Corporation, at the time the information required by this Section 11 is provided, a written statement for inclusion in the Corporation’s proxy statement for the annual meeting of stockholders, not to exceed 500 words, in support of the stockholder nominee’s candidacy. Only one such statement may be submitted by a stockholder or group of stockholders for each of their director nominees. Notwithstanding anything to the contrary contained in this Section 11, the Corporation may omit from its proxy materials any information or statement that it, in good faith, believes would violate any applicable law or regulation. (k) The Corporation shall not be required to include, pursuant to this Section 11, any stockholder nominee in its proxy materials for any meeting of stockholders: (i) for which the Secretary of the Corporation receives a notice that a stockholder or group

 
- 12 - of stockholders has nominated a person for election to the Board pursuant to the advance notice requirements for stockholder nominees for director, (ii) if the stockholder nominee is, or has been within the three years preceding the date the Corporation first mails to the stockholders its notice of meeting that includes the name of the stockholder nominee, an officer or director of a company that is a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, of the Corporation, (iii) who is not independent under any of the independence standards referred to in paragraph (h) of this Section 11, (iv) if the stockholder nominee serves as a director at more than four other public companies, or at more than two other public companies if the stockholder nominee also serves as an executive officer of another public company, as of the date the Corporation first mails to the stockholders its notice of meeting that includes the name of the stockholder nominee, (v) if the stockholder nominee or the stockholder or group of stockholders who has nominated such stockholder nominee has engaged in or is currently engaged in, or has been or is a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act, in support of the election of any individual as a director at the meeting other than such stockholder nominee or a nominee of the Board, (vi) who is or becomes a party to any compensatory, payment or other financial agreement, arrangement or understanding with any person other than the Corporation that has not been disclosed to the Corporation, (vii) who is a named subject of a criminal proceeding (excluding traffic violations and other minor offenses) pending as of the date the Corporation first mails to the stockholders its notice of meeting that includes the name of the stockholder nominee, or who, within the ten years preceding such date, was convicted in such a criminal proceeding, (viii) who upon becoming a member of the Board, would cause the Corporation to be in violation of these By-Laws, the Certificate of Incorporation, the rules and listing standards of the principal U.S. exchange upon which the common stock of the Corporation is listed, or any applicable state or federal law, rule or regulation, (ix) if such stockholder nominee or the applicable stockholder or group of stockholders shall have provided information to the Corporation in respect to such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statement made, in light of the circumstances under which it was made, not misleading, as determined by the Board, or (x) if the stockholder or group of stockholders or applicable stockholder nominee otherwise contravenes any of the agreements, representations or undertakings made by such stockholder or group of stockholders or stockholder nominee or fails to comply with its obligations pursuant to this Section 11. For purposes of clause (ii) above, a “competitor” of the Corporation is any company engaged in any business or other activities that are competitive with any aspect of the Corporation’s business to an extent that is more than de minimis, as determined by the Board. (l) Notwithstanding anything to the contrary set forth in this Section 11, the Board or the chairman of the annual meeting of stockholders shall declare a nomination by a stockholder or group of stockholders to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received by the Corporation, if: (i) the stockholder nominee(s) and/or the applicable stockholder (or any member of any group of stockholders) shall have failed to comply or breached its or their obligations under this Section 11, including, but not limited to, a

 
- 13 - breach of any representations, agreements or undertakings required under this Section 11, or if any of the events or conditions referred to in paragraph (k) of this Section 11 has occurred, in each case as determined by the Board or the chairman of the annual meeting of stockholders or (ii) the stockholder or group of stockholders (or a qualified representative thereof) does not appear at the annual meeting of stockholders to present any nomination pursuant to this Section 11. (m) Any stockholder nominee who is included in the Corporation’s proxy materials for a particular annual meeting of stockholders but either: (i) withdraws from or becomes ineligible or unavailable for election at the annual meeting of stockholders, or (ii) does not receive at least 25% of the votes cast in favor of the stockholder nominee’s election, will be ineligible to be a stockholder nominee pursuant to this Section 11 for the next two annual meetings of stockholders. (n) The Board (or any other person or body duly authorized by the Board), at all times acting in good faith, shall have the power and authority to interpret this Section 11 and to make any and all determinations necessary or advisable pursuant to this Section 11. ARTICLE III BOARD OF DIRECTORS SECTION 1. General Powers. The business and affairs of the Corporation shall be managed by the Board. The Board may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by law, the Certificate of Incorporation or these By-laws, directed or required to be exercised or done by the stockholders. SECTION 2. Number; Qualifications; Election; Term of Office. The number of directors of the Corporation shall be thirteen, but the number thereof may be increased to not more than twenty-five, or decreased to not less than nine, by amendment of these By-laws. The directors shall be elected at the annual meeting of the stockholders. At each meeting of the stockholders for the election of directors at which a quorum is present, the vote required for election of a director shall, except in a contested election, be the affirmative vote of a majority of the votes cast in favor of or against such nominee. In a contested election, a nominee receiving a plurality of the votes cast at such election shall be elected. An election shall be considered to be contested if, as of the record date for such meeting, there are more nominees for election than positions on the Board to be filled by election at the meeting. Each director shall hold office until the annual meeting of the stockholders which shall be held next after the election of such director and until a successor shall have been duly elected and qualified, or until death, or until the director shall have resigned as hereinafter provided in Section 10 of this Article III, or until the director shall have been removed as hereinafter provided in Section 11 of this Article III.

 
- 14 - SECTION 3. Place of Meetings. Meetings of the Board shall be held at such place either within or outside State of New York as may from time to time be fixed by the Board or specified or fixed in the notice of any such meeting. SECTION 4. First Meeting. The Board shall meet for the purpose of organization and the transaction of other business following each annual meeting of stockholders at such time and place as shall be specified in a notice thereof given as hereinafter provided in Section 7 of this Article III. SECTION 5. Regular Meetings. Regular meetings of the Board shall be held at times and dates fixed by the Board or at such other times and dates as the Chairman of the Board shall determine and as shall be specified in the notice of such meetings. Notice of regular meetings of the Board need not be given except as otherwise required by law or these By-laws. SECTION 6. Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, provided, however, that if the Chairman of the Board is unavailable, a special meeting of the Board may be called by agreement of each of the remaining members of the Executive Committee. SECTION 7. Notice of Meetings. Notice of each special meeting of the Board (and of each regular meeting for which notice shall be required) shall be given by the Secretary as hereinafter provided in this Section 7, in which notice shall be stated the time, place and, if required by law or these By-laws, the purposes of such meeting. Notice of each such meeting shall be mailed, postage prepaid, to each director, by first- class mail, at least four days before the day on which such meeting is to be held, or shall be sent by facsimile transmission or comparable medium, or be delivered personally or by telephone, before the time at which such meeting is to be held. Notice of any such meeting need not be given to any director who shall waive notice thereof as provided in Article IX of these By-laws. Any meeting of the Board shall be a legal meeting without notice thereof having been given, if all the directors of the Corporation then holding office shall be present thereat. SECTION 8. Quorum and Manner of Acting. A majority of the Board shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting. Participation in a meeting by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other shall constitute presence in person at a meeting. Except as otherwise expressly required by law or the Certificate of Incorporation and except also as specified in Section 1, Section 5, and Section 6 of Article IV, in Section 3 of Article V and in Article XII of these By-laws, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board. In the absence of a quorum at any meeting of the Board, a majority of the directors present thereat may adjourn such meeting from time to time until a quorum shall be present thereat. Notice of any adjourned meeting need not be given. At any adjourned meeting at which a quorum is present, any business may be transacted

 
- 15 - which might have been transacted at the meeting as originally called. The directors shall act only as a Board and the individual directors shall have no power as such. SECTION 9. Organization. At each meeting of the Board, the Chairman of the Board, or in the case of the Chairman's absence therefrom, the Lead Director, or in the case of the Lead Director’s absence therefrom, the President, or in the case of the President's absence therefrom, a Vice Chairman, or in the case of the absence of all such persons, another director chosen by a majority of directors present, shall act as chairman of the meeting and preside thereat. The Secretary, or if the Secretary shall be absent from such meeting, any person appointed by the chairman, shall act as secretary of the meeting and keep the minutes thereof. SECTION 10. Resignations. (a) Any director of the Corporation may resign at any time by giving written notice of resignation to the Board or the Chairman of the Board or the Secretary. Subject to Section 10(b), any such resignation shall take effect at the time specified therein, or if the time when it shall become effective shall not be specified therein, then it shall take effect immediately upon its receipt; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. (b) In an uncontested election, any incumbent nominee for director who does not receive an affirmative vote of a majority of the votes cast in favor of or against such nominee shall promptly tender his or her resignation after such election. The independent directors of the Board, giving due consideration to the best interests of the Corporation and its stockholders, shall evaluate the relevant facts and circumstances, and shall make a decision, within 90 days after the election, on whether to accept the tendered resignation. Any director who tenders a resignation pursuant to this provision shall not participate in the Board's decision. The Board will promptly disclose publicly its decision and, if applicable, the reasons for rejecting the tendered resignation. SECTION 11. Removal of Directors. Any director may be removed, either with or without cause, at any time, by a vote of the stockholders. SECTION 12. Vacancies. Any vacancy in the Board, whether arising from death, resignation, removal, an increase in the number of directors or any other cause, may be filled by the Board. SECTION 13. Retirement of Directors. The Board may prescribe a retirement policy for directors on or after reaching a certain age, provided, however, that such retirement shall not cut short the annual term for which any director shall have been elected by the stockholders.

 
- 16 - ARTICLE IV EXECUTIVE AND OTHER COMMITTEES SECTION 1. Executive Committee. The Executive Committee shall be comprised of the Chairman of the Board, and each of the respective chairs of the (i) Audit Committee, (ii) Executive Compensation and Management Resources Committee, (iii) Directors and Corporate Governance Committee, in each case including any successor committee, and (iv) the Lead Director, if such person is does not fall within one of the roles set forth in clause (i), (ii) or (iii) above. The Chairman of the Board shall serve as the Chairman of the Executive Committee to preside at all meetings of such Committee. The Secretary, or if the Secretary shall be absent from such meeting, any person appointed by the chairman, shall act as secretary of the meeting and keep the minutes thereof. SECTION 2. Powers of the Executive Committee. To the extent permitted by law, the Executive Committee may exercise all the powers of the Board in the management of specified matters where such authority is delegated to it by the Board, and also, to the extent permitted by law, the Executive Committee shall have, and may exercise, all the powers of the Board in the management of the business and affairs of the Corporation (including the power to authorize the seal of the Corporation to be affixed to all papers which may require it; but excluding the power to appoint a member of the Executive Committee) in such manner as the Executive Committee shall deem to be in the best interests of the Corporation and not inconsistent with any prior specific action of the Board. An act of the Executive Committee taken within the scope of its authority shall be an act of the Board. The Executive Committee shall render in the form of minutes a report of its several acts at each regular meeting of the Board and at any other time when so directed by the Board. SECTION 3. Meetings of the Executive Committee. Regular meetings of the Executive Committee shall be held at such times, on such dates and at such places as shall be fixed by resolution adopted by a majority of the Executive Committee, of which regular meetings notice need not be given, or as shall be fixed by the Chairman of the Executive Committee or in the absence of the Chairman of the Executive Committee the Chief Executive Officer and specified in the notice of such meeting. Special meetings of the Executive Committee may be called by the Chairman of the Executive Committee or by the Chief Executive Officer. Notice of each such special meeting of the Executive Committee (and of each regular meeting for which notice shall be required), stating the time and place thereof shall be mailed, postage prepaid, to each member of the Executive Committee, by first-class mail, at least four days before the day on which such meeting is to be held, or shall be sent by facsimile transmission or comparable medium, or be delivered personally or by telephone, at least twenty-four hours before the time at which such meeting is to be held; but notice need not be given to a member of the Executive Committee who shall waive notice thereof as provided in Article IX of these By-laws, and any meeting of the Executive Committee shall be a legal meeting

 
- 17 - without any notice thereof having been given, if all the members of such Committee shall be present thereat. SECTION 4. Quorum and Manner of Acting of the Executive Committee. Four members of the Executive Committee or, if the Lead Director does not fall within one of the roles set forth in clause (i), (ii) or (iii) of Section 1 of this Article V, five members of the Executive Committee, shall constitute a quorum for the transaction of business, and the act of a majority of the members of the Executive Committee present at a meeting at which a quorum shall be present shall be the act of the Executive Committee. Participating in a meeting by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other shall constitute presence at a meeting of the Executive Committee. The members of the Executive Committee shall act only as a committee and individual members shall have no power as such. SECTION 5. Other Committees. The Board may, by resolution adopted by a majority of the Board, designate members of the Board to constitute other committees, which shall have, and may exercise, such powers as the Board may by resolution delegate to them, and shall in each case consist of such number of directors as the Board may determine; provided, however, that each such committee shall have at least three directors as members thereof. Such a committee may either be constituted for a specified term or may be constituted as a standing committee which does not require annual or periodic reconstitution. A majority of all the members of any such committee may determine its action and its quorum requirements and may fix the time and place of its meetings, unless the Board shall otherwise provide. Participating in a meeting by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other shall constitute presence at a meeting of such other committees. In addition to the foregoing, the Board may, by resolution adopted by a majority of the Board, create a committee of indeterminate membership and duration and not subject to the limitations as to the membership, quorum and manner of meeting and acting prescribed in these By-laws, which committee, in the event of a major disaster or catastrophe or national emergency which renders the Board incapable of action by reason of the death, physical incapacity or inability to meet of some or all of its members, shall have, and may exercise all the powers of the Board in the management of the business and affairs of the Corporation (including, without limitation, the power to authorize the seal of the Corporation to be affixed to all papers which may require it and the power to fill vacancies in the Board). An act of such committee taken within the scope of its authority shall be an act of the Board. SECTION 6. Changes in Committees; Resignations; Removals; Vacancies. The Board shall have power, by resolution adopted by a majority of the Board, at any time to change or remove the members of, to fill vacancies in, and to discharge any committee created pursuant to these By-laws, either with or without cause. Any member of any such committee may resign at any time by giving written notice to the Board or the

 
- 18 - Chairman of the Board or the Secretary. Such resignation shall take effect upon receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective. Any vacancy in any committee, whether arising from death, resignation, an increase in the number of committee members or any other cause, shall be filled by the Board in the manner prescribed in these By-laws for the original appointment of the members of such committee. ARTICLE V OFFICERS SECTION 1. Number and Qualifications. The officers of the Corporation shall include the Chairman of the Board, and may include one or more Vice Chairmen, the President, one or more Vice Presidents (one or more of whom may be designated as Executive Vice Presidents or as Senior Vice Presidents or by other designations), the Treasurer, the Secretary and the Controller. Officers shall be elected from time to time by the Board, each to hold office until a successor shall have been duly elected and shall have qualified, or until death, or until resignation as hereinafter provided in Section 2 of this Article V, or until removed as hereinafter provided in Section 3 of this Article V. SECTION 2. Resignations. Any officer of the Corporation may resign at any time by giving written notice of resignation to the Board, the Chairman of the Board, the Chief Executive Officer or the Secretary. Any such resignation shall take effect at the time specified therein, or, if the time when it shall become effective shall not be specified therein, then it shall become effective upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. SECTION 3. Removal. Any officer of the Corporation may be removed, either with or without cause, at any time, by a resolution adopted by a majority of the Board at any meeting of the Board. SECTION 4. Vacancies. A vacancy in any office, whether arising from death, resignation, removal or any other cause, may be filled for the unexpired portion of the term of office which shall be vacant, in the manner prescribed in these By-laws for the regular election or appointment to such office. SECTION 5. Chairman of the Board. The Chairman of the Board shall, if present, preside at each meeting of the stockholders and of the Board and shall perform such other duties as may from time to time be assigned by the Board. The Chairman may sign certificates representing shares of the stock of the Corporation pursuant to the provisions of Section 1 of Article VII of these By-laws; sign, execute and deliver in the name of the Corporation all deeds, mortgages, bonds, contracts or other instruments authorized by the Board, except in cases where the signing, execution or delivery thereof shall be expressly delegated by the Board or these By-laws to some other

 
- 19 - officer or agent of the Corporation or where they shall be required by law otherwise to be signed, executed and delivered; and affix the seal of the Corporation to any instrument which shall require it. The Chairman of the Board, when there is no President or in the absence or incapacity of the President, shall perform all the duties and functions and exercise all the powers of the President. SECTION 6. Vice Chairman. Each Vice Chairman shall perform all such duties as from time to time may be assigned by the Board or the Chairman of the Board. The Vice Chairman may sign certificates representing shares of the stock of the Corporation pursuant to the provisions of Section 1 of Article VII of these By-laws; sign, execute and deliver in the name of the Corporation all deeds, mortgages, bonds, contracts or other instruments authorized by the Board, except in cases where the signing, execution or delivery thereof shall be expressly delegated by the Board or these By-laws to some officer or agent of the Corporation or where they shall be required by law otherwise to be signed, executed and delivered; and affix the seal of the Corporation to any instrument which shall require it; and in general, perform all duties incident to the office of Vice Chairman. SECTION 7. President. The President shall perform all such duties as from time to time may be assigned by the Board or the Chairman of the Board. The President may sign certificates representing shares of the stock of the Corporation pursuant to the provisions of Section 1 of Article VII of these By-laws; sign, execute and deliver in the name of the Corporation all deeds mortgages, bonds, contracts or other instruments authorized by the Board, except in cases where the signing, execution or delivery thereof shall be expressly delegated by the Board or these By-laws to some other officer or agent of the Corporation or where they shall be required by law otherwise to be signed, executed and delivered, and affix the seal of the Corporation to any instrument which shall require it; and, in general, perform all duties incident to the office of President. The President shall in the absence or incapacity of the Chairman of the Board and the Lead Director, perform all the duties and functions and exercise all the powers of the Chairman of the Board. SECTION 8. Designated Officers. (a) Chief Executive Officer. Either the Chairman of the Board, or an officer, as the Board of Directors may designate, shall be the Chief Executive Officer of the Corporation. The officer so designated shall have, in addition to the powers and duties applicable to the office set forth in Section 5 or 7 of this Article V, general and active supervision over the business and affairs of the Corporation and over its several officers, agents, and employees, subject, however, to the control of the Board. The Chief Executive Officer shall see that all orders and resolutions of the Board are carried into effect, be an ex officio member of all committees of the Board (except the Audit Committee, the Directors and Corporate Governance Committee, and committees specifically empowered to fix or approve the Chief Executive Officer's compensation or to grant or administer bonus, option or other similar plans in which the Chief Executive Officer is eligible to participate), and, in general, shall perform all duties incident to the position of Chief Executive Officer and such other duties as may from time to time be assigned by the Board. (b) Other

 
- 20 - Designated Officers. The Board of Directors may designate officers to serve as Chief Financial Officer, Chief Accounting Officer and other such designated positions and to fulfill the responsibilities of such designated positions in addition to their duties as officers as set forth in this Article V. SECTION 9. Executive Vice Presidents, Senior Vice Presidents and Vice Presidents. Each Executive and Senior Vice President shall perform all such duties as from time to time may be assigned by the Board or the Chairman of the Board or a Vice Chairman or the President. Each Vice President shall perform all such duties as from time to time may be assigned by the Board or the Chairman of the Board or a Vice Chairman or the President or an Executive or a Senior Vice President. Any Vice President may sign certificates representing shares of stock of the Corporation pursuant to the provisions of Section 1 of Article VII of these By-laws. SECTION 10. Treasurer. The Treasurer shall: (a) have charge and custody of, and be responsible for, all the funds and securities of the Corporation, and may invest the same in any securities, may open, maintain and close accounts for effecting any and all purchase, sale, investment and lending transactions in securities of any and all kinds for and on behalf of the Corporation or any employee pension or benefit plan fund or other fund established by the Corporation, as may be permitted by law; (b) keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; (c) deposit all moneys and other valuables to the credit of the Corporation in such depositaries as may be designated by the Board or the Executive Committee; (d) receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever; (e) disburse the funds of the Corporation and supervise the investment of its funds, taking proper vouchers therefor; (f) render to the Board, whenever the Board may require, an account of all transactions as Treasurer; and (g) in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board or the Chairman of the Board or a Vice Chairman or the President or an Executive or Senior Vice President.

 
- 21 - SECTION 11. Secretary. The Secretary shall: (a) keep or cause to be kept in one or more books provided for the purpose, the minutes of all meetings of the Board, the Executive Committee and other committees of the Board and the stockholders; (b) see that all notices are duly given in accordance with the provisions of these By-laws and as required by law; (c) be custodian of the records and the seal of the Corporation and affix and attest the seal to all stock certificates of the Corporation and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal; (d) see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and (e) in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Board or the Chairman of the Board or a Vice Chairman or the President or an Executive or Senior Vice President. SECTION 12. Controller. The Controller shall: (a) have control of all the books of account of the Corporation; (b) keep a true and accurate record of all property owned by it, of its debts and of its revenues and expenses; (c) keep all accounting records of the Corporation (other than the accounts of receipts and disbursements and those relating to the deposits of money and other valuables of the Corporation, which shall be kept by the Treasurer); (d) render to the Board, whenever the Board may require, an account of the financial condition of the Corporation; and (e) in general, perform all the duties incident to the office of Controller and such other duties as from time to time may be assigned by the Board or the Chairman of the Board or a Vice Chairman or the President or an Executive or Senior Vice President. SECTION 13. Compensation. The compensation of the officers of the Corporation shall be fixed from time to time by the Board; provided, however, that the Board may delegate to a committee the power to fix or approve the compensation of any officers. An officer of the Corporation shall not be prevented from receiving compensation by reason of being also a director of the Corporation; but any such officer who shall also be a director shall not have any vote in the determination of the amount of compensation paid to such officer.

 
- 22 - ARTICLE VI CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC. SECTION 1. Execution of Contracts. Except as otherwise required by law or these By-laws, any contract or other instrument may be executed and delivered in the name and on behalf of the Corporation by any officer (including any assistant officer) of the Corporation. The Board or the Executive Committee may authorize any agent or employee to execute and deliver any contract or other instrument in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances as the Board or such Committee, as the case may be, may by resolution determine. SECTION 2. Loans. Unless the Board shall otherwise determine, the Chairman of the Board or a Vice Chairman or the President or any Vice President, acting together with the Treasurer or the Secretary, may effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, but in making such loans or advances no officer or officers shall mortgage, pledge, hypothecate or transfer any securities or other property of the Corporation, except when authorized by resolution adopted by the Board. SECTION 3. Checks, Drafts, etc. All checks, drafts, bills of exchange or other orders for the payment of money out of the funds of the Corporation, and all notes or other evidences of indebtedness of the Corporation, shall be signed in the name and on behalf of the Corporation by such persons and in such manner as shall from time to time be authorized by the Board or the Executive Committee or authorized by the Treasurer acting together with either the General Manager of an operating unit or a nonfinancial Vice President of the Corporation, which authorization may be general or confined to specific instances. SECTION 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board or the Executive Committee may from time to time designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may from time to time be delegated by the Board or the Executive Committee. For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts and other orders for the payment of money which are payable to the order of the Corporation may be endorsed, assigned and delivered by any officer, employee or agent of the Corporation. SECTION 5. General and Special Bank Accounts. The Board or the Executive Committee may from time to time authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositaries as the Board or the Executive Committee may designate or as may be designated by any

 
- 23 - officer or officers of the Corporation to whom such power of designation may from time to time be delegated by the Board or the Executive Committee. The Board or the Executive Committee may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these By-laws, as it may deem expedient. SECTION 6. Indemnification. The Corporation shall, to the fullest extent permitted by applicable law as in effect at any time, indemnify any person made, or threatened to be made, a party to an action or proceeding whether civil or criminal (including an action or proceeding by or in the right of the Corporation) by reason of the fact that such person is (i) an officer or director of the Corporation or (ii) an officer or director of the Corporation who is asked to serve in any capacity at the request of the Corporation in any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against, in each case, judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein. Such indemnification shall be a contract right that vests upon the occurrence or alleged occurrence of any act or omission to act that forms the basis for or is related to the claim for which indemnification is sought and shall include the right to be paid advances of any expenses incurred by such person in connection with such action, suit or proceeding, and the right to be indemnified for expenses incurred by such person in connection with successfully establishing a right to indemnification, in each case consistent with the provisions of applicable law in effect at any time. Indemnification shall be deemed to be 'permitted' within the meaning of the first sentence hereof if it is not expressly prohibited by applicable law as in effect at the time. The indemnification rights hereunder shall continue as to any such person who has ceased to be an officer or director of the Corporation and shall inure to the benefit of the heirs, executors and administrators of any such person. If the right of indemnification provided for in this Section 6 is amended or repealed, such amendment or repeal will not limit the indemnification provided for herein with respect to any acts or omissions to act occurring prior to any such amendment or repeal. ARTICLE VII SHARES SECTION 1. Stock Certificates. The shares of the Corporation shall be represented by certificates, or shall be uncertificated shares. Each owner of stock of the Corporation shall be entitled to have a certificate, in such form as shall be approved by the Board, certifying the number of shares of stock of the Corporation owned. To the extent that shares are represented by certificates, such certificates of stock shall be signed in the name of the Corporation by the Chairman of the Board or a Vice Chairman or the President or a Vice President and by the Secretary and sealed with the seal of the Corporation (which seal may be a facsimile, engraved or printed); provided, however, that where any such certificate is signed by a registrar, other than the Corporation or its employee, the signatures of the Chairman of the Board, a Vice

 
- 24 - Chairman, the President, the Secretary, and transfer agent or a transfer clerk acting on behalf of the Corporation upon such certificates may be facsimiles, engraved or printed. In case any officer, transfer agent or transfer clerk acting on behalf of the Corporation ceases to be such officer, transfer agent, or transfer clerk before such certificates shall be issued, they may nevertheless be issued by the Corporation with the same effect as if they were still such officer, transfer agent or transfer clerk at the date of their issue. SECTION 2. Books of Account and Record of Stockholders. There shall be kept at the office of the Corporation correct books of account of all its business and transactions, minutes of the proceedings of stockholders, Board, and Executive Committee, and a book to be known as the record of stockholders, containing the names and addresses of all persons who are stockholders, the number of shares of stock held, and the date when the stockholder became the owner of record thereof. SECTION 3. Transfers of Stock. Transfers of shares of stock of the Corporation shall be made on the record of stockholders of the Corporation only upon authorization by the registered holder thereof, or by an attorney thereunto authorized by power of attorney duly executed and filed with the Secretary or with a transfer agent or transfer clerk, and on surrender of the certificate or certificates for such shares properly endorsed, provided such shares are represented by a certificate, or accompanied by a duly executed stock transfer power and the payment of all taxes thereon. The person in whose names shares of stock shall stand on the record of stockholders of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Whenever any transfers of shares shall be made for collateral security and not absolutely and written notice thereof shall be given to the Secretary or to such transfer agent or transfer clerk, such fact shall be stated in the entry of the transfer. SECTION 4. Regulations. The Board may make such additional rules and regulations as it may deem expedient, not inconsistent with these By-laws, concerning the issue, transfer and registration of certificated or uncertificated shares of stock of the Corporation. It may appoint, or authorize any officer or officers to appoint, one or more transfer agents or one or more transfer clerks and one or more registrars and may require all certificates of stock to bear the signature or signatures of any of them. SECTION 5. Fixing of Record Date. The Board shall fix a time not exceeding sixty nor less than ten days prior to the date then fixed for the holding of any meeting of the stockholders or prior to the last day on which the consent or dissent of the stockholders may be effectively expressed for any purpose without a meeting, as the time as of which the stockholders entitled to notice of and to vote at such meeting or whose consent or dissent is required or may be expressed for any purpose, as the case may be, shall be determined, and all persons who were holders of record of voting stock at such time, and no others, shall be entitled to notice of and to vote at such meeting or to express their consent or dissent, as the case may be. The Board may fix a time not exceeding sixty days preceding the date fixed for the payment of any dividend or the making of any distribution or the allotment of rights to subscribe for securities of the Corporation, or for the delivery of evidences of rights or evidences of interests arising

 
- 25 - out of any change, conversion or exchange of capital stock or other securities, as the record date for the determination of the stockholders entitled to receive any such dividend, distribution, allotment, rights or interests, and in such case only the stockholders of record at the time so fixed shall be entitled to receive such dividend, distribution, allotment, rights or interests. SECTION 6. Lost, Destroyed or Mutilated Certificates. The holder of any certificate representing shares of stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of such certificate, and the Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it which the owner thereof shall allege to have been lost or destroyed or which shall have been mutilated, and the Corporation may, in its discretion, require such owner or the owner's legal representatives to give to the Corporation a bond in such sum, limited or unlimited, and in such form and with such surety or sureties as the Board in its absolute discretion shall determine, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or destruction of any such certificate, or the issuance of such new certificate. Anything to the contrary notwithstanding, the Corporation, in its absolute discretion, may refuse to issue any such new certificate, except pursuant to legal proceedings under the laws of the State of New York. SECTION 7. Inspection of Records. The record of stockholders and minutes of the proceedings of stockholders shall be available for inspection, within the limits and subject to the conditions and restrictions prescribed by applicable law. SECTION 8. Auditors. The Board shall employ an independent public or certified public accountant or firm of such accountants who shall act as auditors in making examinations of the consolidated financial statements of the Corporation and its subsidiaries in accordance with generally accepted auditing standards. The auditors shall certify that the annual financial statements are prepared in accordance with generally accepted accounting principles, and shall report on such financial statements to the stockholders and directors of the Corporation. The Board's selection of auditors shall be presented for ratification by the stockholders at the annual meeting. Directors and officers, when acting in good faith, may rely upon financial statements of the Corporation represented to them to be correct by the officer of the Corporation having charge of its books of account, or stated in a written report by the auditors fairly to reflect the financial condition of the Corporation.

 
- 26 - ARTICLE VIII OFFICES SECTION 1. Principal Office. The principal office of the Corporation shall be at such place in the Town of North Castle, County of Westchester and State of New York as the Board shall from time to time determine. SECTION 2. Other Offices. The Corporation may also have an office or offices other than said principal office at such place or places as the Board shall from time to time determine or the business of the Corporation may require. ARTICLE IX WAIVER OF NOTICE Whenever under the provisions of any law of the State of New York, the Certificate of Incorporation or these By-laws or any resolution of the Board or any committee thereof, the Corporation or the Board or any committee thereof is authorized to take any action after notice to the stockholders, directors or members of any such committee, or after the lapse of a prescribed period of time, such action may be taken without notice and without the lapse of any period of time, if, at any time before or after such action shall be completed, such notice or lapse of time shall be waived by the person or persons entitled to said notice or entitled to participate in the action to be taken, or, in the case of a stockholder, by an attorney thereunto authorized. Attendance at a meeting requiring notice by any person or, in the case of a stockholder, by the stockholder's attorney, agent or proxy, shall constitute a waiver of such notice on the part of the person so attending, or by such stockholder, as the case may be. ARTICLE X FISCAL YEAR The fiscal year of the Corporation shall end on the thirty-first day of December in each year. ARTICLE XI SEAL The Seal of the Corporation shall consist of two concentric circles with the IBM logotype appearing in bold face type within the inner circle and the words 'International Business Machines Corporation' appearing within the outer circle.

 
- 27 - ARTICLE XII AMENDMENTS These By-laws may be amended or repealed or new By-laws may be adopted by the stockholders at any annual or special meeting, if the notice thereof mentions that amendment or repeal or the adoption of new By-laws is one of the purposes of such meeting. These By-laws, subject to the laws of the State of New York, may also be amended or repealed or new By-laws may be adopted by the affirmative vote of a majority of the Board given at any meeting, if the notice thereof mentions that amendment or repeal or the adoption of new By-laws is one of the purposes of such meeting.

 

Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13A-14(a) OR 15D-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Arvind Krishna, certify that:
1.I have reviewed this quarterly report on Form 10-Q of International Business Machines Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 31, 2023
/s/ Arvind Krishna
Arvind Krishna
Chairman and Chief Executive Officer

Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13A-14(a) OR 15D-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, James J. Kavanaugh, certify that:
1.I have reviewed this quarterly report on Form 10-Q of International Business Machines Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 31, 2023
/s/ James J. Kavanaugh
James J. Kavanaugh
Senior Vice President and Chief Financial Officer

Exhibit 32.1
INTERNATIONAL BUSINESS MACHINES CORPORATION
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of International Business Machines Corporation (the “Company”) on Form 10-Q for the period ending September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Arvind Krishna, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Arvind Krishna
Arvind Krishna
Chairman and Chief Executive Officer
October 31, 2023

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

Exhibit 32.2
INTERNATIONAL BUSINESS MACHINES CORPORATION
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of International Business Machines Corporation (the “Company”) on Form 10-Q for the period ending September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James J. Kavanaugh, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ James J. Kavanaugh
James J. Kavanaugh
Senior Vice President and Chief Financial Officer
October 31, 2023

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