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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: July 14, 2026
(Date of earliest event reported)
INTERNATIONAL BUSINESS MACHINES CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| New York | | 1-2360 | | 13-0871985 |
| (State of Incorporation) | | (Commission File Number) | | (IRS employer Identification No.) |
| | | | | | | | | | | |
One New Orchard Road Armonk, New York | | | 10504 |
| (Address of principal executive offices) | | | (Zip Code) |
914-499-1900
(Registrant’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Capital stock, par value $.20 per share | | IBM | | New York Stock Exchange |
| | | | NYSE Texas |
| 0.300% Notes due 2026 | | IBM 26B | | New York Stock Exchange |
| 1.250% Notes due 2027 | | IBM 27B | | New York Stock Exchange |
| 3.375% Notes due 2027 | | IBM 27F | | New York Stock Exchange |
| 0.300% Notes due 2028 | | IBM 28B | | New York Stock Exchange |
| 1.750% Notes due 2028 | | IBM 28A | | New York Stock Exchange |
| 1.500% Notes due 2029 | | IBM 29 | | New York Stock Exchange |
| 0.875% Notes due 2030 | | IBM 30A | | New York Stock Exchange |
| 2.900% Notes due 2030 | | IBM 30C | | New York Stock Exchange |
| 1.750% Notes due 2031 | | IBM 31 | | New York Stock Exchange |
| 3.000% Notes due 2031 | | IBM 31A | | New York Stock Exchange |
| 3.625% Notes due 2031 | | IBM 31B | | New York Stock Exchange |
| 0.650% Notes due 2032 | | IBM 32A | | New York Stock Exchange |
| 3.150% Notes due 2033 | | IBM 33A | | New York Stock Exchange |
| 3.450% Notes due 2034 | | IBM 34A | | New York Stock Exchange |
| 1.250% Notes due 2034 | | IBM 34 | | New York Stock Exchange |
| 3.750% Notes due 2035 | | IBM 35 | | New York Stock Exchange |
| 3.450% Notes due 2037 | | IBM 37 | | New York Stock Exchange |
| 3.850% Notes due 2038 | | IBM 38B | | New York Stock Exchange |
| 4.875% Notes due 2038 | | IBM 38 | | New York Stock Exchange |
| 1.200% Notes due 2040 | | IBM 40 | | New York Stock Exchange |
| 4.000% Notes due 2043 | | IBM 43 | | New York Stock Exchange |
| 3.800% Notes due 2045 | | IBM 45A | | New York Stock Exchange |
| Floating Rate Notes due 2028 | | IBM 28E | | New York Stock Exchange |
| 6.22% Debentures due 2027 | | IBM 27 | | New York Stock Exchange |
| 6.50% Debentures due 2028 | | IBM 28 | | New York Stock Exchange |
| 5.875% Debentures due 2032 | | IBM 32D | | New York Stock Exchange |
| 7.00% Debentures due 2045 | | IBM 45 | | New York Stock Exchange |
| 7.125% Debentures due 2096 | | IBM 96 | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02. Results of Operations and Financial Condition.
On July 14, 2026, International Business Machines Corporation (the “company”) issued a letter to IBM investors providing certain information regarding its expected financial results for the fiscal quarter ended June 30, 2026. The text of the letter is furnished herewith as Exhibit 99.1.
In an effort to provide investors with additional information regarding the company’s results as determined by generally accepted accounting principles (GAAP), the company has disclosed in the attached letter certain non-GAAP information which management believes provides useful information to investors. Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in the letter, which is Exhibit 99.1 to this Form 8-K. The rationale for management’s use of non-GAAP measures is included in Exhibit 99.2 to this Form 8-K.
Item 7.01. Regulation FD Disclosure.
The information contained in Item 2.02 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 7.01.
The information in Item 2.02 and Item 7.01, including the corresponding Exhibits 99.1 and 99.2, are being furnished with the Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
The following exhibits are being furnished as part of this report:
| | | | | | | | |
| Exhibit No. | | Description of Exhibit |
| 99.1 | | Letter to IBM Investors, dated July 14, 2026 |
| 99.2 | | Non-GAAP Metrics |
The following exhibit is being filed as part of this report:
| | | | | | | | |
| Exhibit No. | | Description of Exhibit |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
IBM’s web site (www.ibm.com) contains a significant amount of information about IBM, including financial and other information for investors (www.ibm.com/investor/). IBM encourages investors to visit its various web sites from time to time, as information is updated and new information is posted.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| | | | | | | | |
Date: July 14, 2026 | |
| | |
| By: | /s/ Nicolás A. Fehring |
| | Nicolás A. Fehring |
| | Vice President and Controller |
Arvind Krishna's Letter to IBM Investors
ARMONK, N.Y., July 14, 2026 . . . IBM (NYSE: IBM)
IBM Investors –
This morning we are releasing selected preliminary second-quarter 2026 financial results. We are still working to close our financial reporting for the quarter and our final results could be slightly different.
For the second quarter:
Revenue:
-Revenue of $17.2 billion, up 1 percent
-Software revenue up 5 percent
-Consulting revenue flat, up 1 percent at constant currency
-Infrastructure revenue down 7 percent
Profit:
-Gross Profit Margin: GAAP: 57.7 percent, down 100 basis points; Operating (Non-GAAP): 59.4 percent, down 70 basis points
-Pre-Tax Income Margin: GAAP: 14.4 percent, down 90 basis points; Operating (Non-GAAP): 19.2 percent, up 30 basis points
Cash Flow:
-Year to date, net cash from operating activities of $7.8 billion; free cash flow of $4.8 billion
EPS:
-Diluted Earnings Per Share: GAAP: $2.27, down 2 percent; Operating (Non-GAAP): $2.93, up 5 percent
I want to spend some time explaining what we experienced in the quarter that led to the Software and Infrastructure performance shortfall you see above.
When we discussed our expectations with you in April, we noted that we would be wrapping on the launch of z17 in the second quarter. Given this was the strongest start to a mainframe program in our history, we expected Infrastructure revenue to decline low-single digits for the year, beginning this quarter. What played out was worse than our expectations, driven by a shortfall in our Z performance and the associated software stack, primarily in Transaction Processing. In the last few weeks of June, we saw clients shift their quarterly capex spend toward servers, storage, and memory purchases to secure supply-constrained infrastructure ahead of expected price increases. This dynamic impacted client buying patterns. While we anticipated some supply chain related impact in our expectations, we did not anticipate the magnitude of the capex reprioritization. In addition, clients were distracted with rapidly-evolving, industry-wide cybersecurity concerns in the quarter.
These conditions require our teams to execute perfectly, and this quarter we faltered. We did not adapt and move quickly enough, and numerous large deals failed to close on the timelines we expected, driving the majority of our shortfall.
These are not excuses, but they are realities. Our job is to help our clients through uncertainty, to find paths forward to grow their businesses no matter what is happening in the external environment.
While our second-quarter results are disappointing, our performance in many areas showed strength, reinforcing the conviction we have in our portfolio and strategy.
-Within Software, Red Hat revenue growth accelerated sequentially to 11 percent
-Recent acquisitions including both HashiCorp and Confluent delivered strong performance
-With clients prioritizing infrastructure investments, Distributed Infrastructure had its best performance in reported history, up 37 percent with strong growth in Power and Storage, and a backlog of approximately $500 million exiting the quarter
-Despite challenges this quarter, z17 remains at nearly 130 percent program-to-program, well ahead of z16 which was our strongest program on record, with clients representing 85% of installed MIPs maintaining or growing capacity
-Continued growth in Consulting signings led by strong GenAI contribution
-Productivity initiatives contributed to continued operating (non-GAAP) PTI Margin expansion in the quarter
Importantly, we continue to innovate at speed and scale. After the introduction of Mythos, our teams across IBM and Red Hat quickly mobilized to take advantage of an unprecedented opportunity, launching Lightwell. Lightwell is a $5 billion commitment backed by new frontier AI capabilities and a global force of more than 20,000 engineers creating a trusted enterprise clearinghouse to address open source software vulnerabilities. Early adopters include organizations like Bank of America, BNY, Citi, Goldman Sachs, JPMorganChase, Mastercard, Morgan Stanley, Royal Bank of Canada, State Street, Visa, Wells Fargo and more. General availability of Lightwell was announced on July 8.
Finally, quantum computing is no longer decades away, it is upon us, and we are investing aggressively. Recently, with the U.S. Department of Commerce, we announced a letter of intent to build Anderon, the world’s first pure-play quantum wafer foundry supported by $1 billion in CHIPS incentives provided by the DoC and a $1 billion cash contribution by IBM. Shortly after that, we disclosed plans to invest more than $10 billion in quantum over the next five years, spanning R&D, capex, manufacturing scaling, M&A and ecosystem expansion. We remain on track to deliver the first large-scale fault-tolerant quantum computer by 2029.
While performance in the quarter was below our expectations, we have conviction in the strength of our portfolio and the strategic transformation of our business. To remedy challenges this quarter, we are undertaking new initiatives and accelerating others, all to improve our results going forward. We will hold our regularly scheduled conference call with you all on July 22, 2026, at 5PM ET to go into deeper detail and discuss our full-year expectations.
Arvind Krishna
Chairman, President and Chief Executive Officer, IBM
Forward-Looking and Cautionary Statements
Except for the historical information and discussions contained herein, statements contained in this letter may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on the company’s current assumptions regarding future business and financial performance. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, including, but not limited to, the following: a downturn in economic environment and client spending budgets; a failure of the company’s innovation initiatives; damage to the company’s reputation; risks from investing in growth opportunities; failure of the company’s intellectual property portfolio to prevent competitive offerings and the failure of the company to obtain necessary licenses; the company’s ability to successfully manage acquisitions, alliances and divestitures, including integration challenges, failure to achieve objectives, the assumption or retention of liabilities and higher debt levels; fluctuations in financial results; impact of local legal, economic, political, health and other conditions; the company’s failure to meet growth and productivity objectives; ineffective internal controls; the company’s use of accounting estimates; impairment of the company’s goodwill or amortizable intangible assets; the company’s ability to attract and retain key employees and its reliance on critical skills; impacts of relationships with critical suppliers; product and service quality issues; the development and use of AI, including the company's increased AI solutions and use of AI technologies; impacts of business with government clients; reliance on third party distribution channels and ecosystems; cybersecurity and data protection considerations; adverse effects related to climate change and other environmental matters; tax matters; legal proceedings and investigatory risks; the company’s pension plans; currency fluctuations and customer financing risks; impact of changes in market liquidity conditions and customer credit risk on receivables; risk factors related to IBM securities; and other risks, uncertainties and factors discussed in the company’s Form 10-Qs, Form 10-K and in the company’s other filings with the U.S. Securities and Exchange Commission or in materials incorporated therein by reference.
Any forward-looking statement in this letter 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.
Presentation of Information in this Letter
In an effort to provide investors with additional information regarding the company’s results as determined by generally accepted accounting principles (GAAP), the company has also disclosed in this letter the following non-GAAP information, which management believes provides useful information to investors:
•adjusting for currency (i.e., at constant currency);
•presenting operating (non-GAAP) earnings per share amounts and related income statement items;
•free cash flow;
•net cash from operating activities excluding IBM Financing receivables.
The rationale for management’s use of these non-GAAP measures is included in Exhibit 99.2 in the Form 8-K that includes this letter and is being submitted today to the SEC.
Conference Call and Webcast
IBM’s regular quarterly earnings conference call is scheduled for Wednesday, July 22, 2026 at 5:00 p.m. ET. The Webcast may be accessed via a link at https://www.ibm.com/investor/events/earnings-2q26. Presentation charts will be available shortly before the Webcast.
Selected Financial Information Below (certain amounts may not add due to use of rounded numbers; percentages presented are calculated from the underlying whole-dollar amounts).
| | | | | |
Contact: | IBM |
| Sarah Meron, 347-891-1770 |
| sarah.meron@ibm.com |
| |
| Tim Davidson 914-844-7847 |
| tfdavids@us.ibm.com |
INTERNATIONAL BUSINESS MACHINES CORPORATION
U.S. GAAP TO OPERATING (Non-GAAP) RESULTS RECONCILIATION
(Unaudited; $ in millions except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2026 | |
| Continuing Operations | |
| GAAP | | | Acquisition- Related Adjustments (1) | | | Retirement- Related Adjustments (2) | | | | | | | | | Operating
(Non-GAAP) | |
| Gross profit | $ | 9,907 | | | | $ | 287 | | | | $ | — | | | | | | | | | | $ | 10,194 | | |
| Gross profit margin | 57.7 | | % | | 1.7 | | pts | | — | | pts | | | | | | | | 59.4 | | % |
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| Pre-tax income from continuing operations | 2,479 | | | | 716 | | | | 96 | | | | | | | | | | 3,290 | | |
| Pre-tax income margin from continuing operations | 14.4 | | % | | 4.2 | | pts | | 0.6 | | pts | | | | | | | | 19.2 | | % |
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| Diluted earnings per share: continuing operations | $ | 2.27 | | | | $ | 0.58 | | | | $ | 0.08 | | | | | | | | | | $ | 2.93 | | |
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| Three Months Ended June 30, 2025 | |
| Continuing Operations | |
| GAAP | | | Acquisition- Related Adjustments (1) | | | Retirement- Related Adjustments (2) | | | | | | | | | Operating
(Non-GAAP) | |
| Gross profit | $ | 9,977 | | | | $ | 225 | | | | $ | — | | | | | | | | | | $ | 10,202 | | |
| Gross profit margin | 58.8 | | % | | 1.3 | | pts | | — | | pts | | | | | | | | 60.1 | | % |
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| Pre-tax income from continuing operations | 2,597 | | | | 575 | | | | 25 | | | | | | | | | | 3,197 | | |
| Pre-tax income margin from continuing operations | 15.3 | | % | | 3.4 | | pts | | 0.1 | | pts | | | | | | | | 18.8 | | % |
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| Diluted earnings per share: continuing operations | $ | 2.31 | | | | $ | 0.47 | | | | $ | 0.02 | | | | | | | | | | $ | 2.80 | | |
(1)Includes amortization of acquired intangible assets and acquisition-related charges such as in-process research and development, transaction costs, applicable retention, restructuring and related expenses, tax charges related to acquisition integration, and pre-closing charges, such as financing costs.
(2)Includes amortization of prior service costs, interest cost, expected return on plan assets, amortized actuarial gains/losses, the impacts of any plan curtailments/settlements and pension insolvency costs and other costs.
INTERNATIONAL BUSINESS MACHINES CORPORATION
GAAP OPERATING CASH FLOW TO FREE CASH FLOW RECONCILIATION
(Unaudited)
| | | | | | | | | | | | | | | | | | |
| ($ in millions) | | | | | | Six Months Ended
June 30, 2026 | | | | |
| Net cash provided by operating activities per GAAP | | | | | | $ | 7,766 | | | | | |
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| Less: change in IBM Financing receivables | | | | | | 2,264 | | | | | |
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| Net cash from operating activities excl. IBM Financing receivables | | | | | | 5,503 | | | | | |
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| Capital expenditures, net | | | | | | (743) | | | | | |
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| Free cash flow | | | | | | $ | 4,760 | | | | | |
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Exhibit 99.2
Non-GAAP Metrics
Operating (non-GAAP) Earnings Per Share and Related Income Statement Items
In an effort to provide better transparency into the operational results of the business, supplementally, the company separates business results into operating and non-operating categories. Operating earnings from continuing operations is a non-GAAP measure that excludes the effects of certain acquisition-related charges and intangible asset amortization, expense resulting from basis differences on equity method investments, retirement-related costs and their related tax impacts. Due to the unique, non-recurring nature of the enactment of the U.S. Tax Cuts and Jobs Act (TCJA or U.S. tax reform), the company characterizes the one-time provisional charge recorded in the fourth quarter of 2017, and adjustments to that charge, as non-operating. Adjustments include the tax effect of true-ups, audit adjustments, accounting elections and new regulations, or laws (e.g., H.R. 1 in July of 2025) that impact the TCJA provisions which resulted in the one-time provisional charge. For acquisitions, operating (non-GAAP) earnings exclude the amortization of acquired intangible assets and acquisition-related charges such as in-process research and development, transaction costs, applicable retention, restructuring and related expenses, tax charges related to acquisition integration, and pre-closing charges, such as financing costs. These charges are excluded as they may be inconsistent in amount and timing from period to period and are significantly impacted by the size, type and frequency of 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, the company characterizes certain items as operating and others as non-operating, consistent with GAAP. The company includes defined benefit plan and nonpension postretirement benefit plan service costs, multi-employer plan costs and the cost of defined contribution plans in operating earnings. Non-operating retirement-related costs include defined benefit plan and nonpension postretirement benefit plan amortization of prior service costs, interest cost, expected return on plan assets, amortized actuarial gains/losses, the impacts of any plan curtailments/settlements and pension insolvency costs and other costs. Non-operating retirement-related costs are primarily related to changes in pension 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, the company 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 the company routinely receives from investors and analysts.
Free Cash Flow / Net Cash from Operating Activities Excluding IBM Financing Receivables
The company uses free cash flow as a measure to evaluate its operating results, strategic investments, plan shareholder return levels and assess its ability and need to incur and service debt. The entire free cash flow amount is not necessarily available for discretionary expenditures. The company defines free cash flow as net cash from operating activities less the change in Financing receivables and net capital expenditures, including the investment in software and other asset sales. A key objective of the Financing business is to generate strong returns on equity, and our Financing receivables are the basis for that growth. Accordingly, management considers Financing receivables as a profit-generating investment, not as working capital that should be minimized for efficiency. Therefore, management presents both free cash flow and net cash from operating activities that exclude the effect of Financing receivables. Free cash flow guidance is derived using an estimate of profit, working capital and operational cash flows. Since the company views Financing receivables as a profit-generating investment which it seeks to maximize, it is not considered when formulating guidance for free cash flow and adjusted EBITDA. As a result, the company does not estimate a GAAP net cash from operations expectation metric.
Constant Currency
When the company refers to growth rates at constant currency or adjusts 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.
