EX-99.2 3 ibm-20211227xex99d2.htm EX-99.2

Exhibit 99.2

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EXHIBIT 99.2 IBM Consolidated (GAAP) Results as Adjusted for Discontinued Operations With the completion of the separation of Kyndryl on November 3, 2021, management is providing historical results as adjusted for discontinued operations in accordance with the requirements of U.S. Generally Accepted Accounting Principles (GAAP). Kyndryl’s historical operational activity will be presented as discontinued operations in the company’s Consolidated Financial Statements beginning in the fourth quarter of 2021. Non-GAAP Financial Information Operating and Pro Forma Operating (non-GAAP) earnings In an effort to provide transparency into the operational results of the business, management has provided operating (non-GAAP) earnings from continuing operations and pro forma operating (non-GAAP) earnings from continuing operations (referred to in Exhibit 1 of Exhibit 99.1 of this Form 8-K as Post-separation Baseline Operating Net Income), non-GAAP measures that exclude the effects of certain acquisition-related charges, 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 (U.S. tax reform), management characterizes the one-time provisional charge recorded in the fourth quarter of 2017 and adjustments to that charge as non-operating. Adjustments include true-ups, accounting elections and any changes to regulations, laws, audit adjustments, etc. that affect the recorded one-time charge. For acquisitions, operating and pro forma 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 earnings from continuing operations and in both operating and pro forma operating (non-GAAP) earnings. For retirement-related costs, management 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. The pro forma operating (non-GAAP) earnings also includes management adjustments that did not meet the requirements to be presented as discontinued operations. Management adjustments include certain general corporate overhead costs associated with labor and benefits for shared resources transferred to Kyndryl that the company does not intend to backfill. Management believes the resource transfers and costs which were used as the basis for the management adjustments are reasonable and representative of the labor-based cost reductions the company will realize after the separation of Kyndryl. Overall, management believes that supplementally providing investors with a view of operating and pro forma operating (non-GAAP) 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. The tables below reconcile the non-GAAP financial information contained in Exhibit 7 of the investor relations article which was posted to IBM’s Investor Relations website on December 27, 2021 and is included as Exhibit 99.1 in this Form 8-K:


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U.S GAAP to NON-GAAP RESULTS RECONCILIATION (Unaudited: Dollars in millions except per share amounts) 1Q 2021 CONTINUING OPERATIONS GAAP CONT OPS REPORTED DISC OPS ADJUSTMENTS CONTINUING OPS AS ADJUSTED ACQUISITION ADJUSTMENTS RETIREMENT ADJUSTMENTS TAX REFORM IMPACTS OPERATING Gross Profit Gross Profit Margin SG&A RD&E I/P & Custom Development Income Other Income & Expense Interest Expense Total Expense & Other Income Pre-Tax Income PTI Margin Tax Tax Rate Net Income Net Income Margin Diluted EPS 8,204 46.3% 5,174 1,630 (147) 362 280 7,299 905 5.1% (51) -5.6% 956 5.4% 1.06 1,177 25.9% 487 14 (1) 16 0 516 662 14.6% 109 16.5% 553 12.2% 0.61 7,027 53.3% 4,688 1,616 (146) 346 280 6,784 244 1.8% (160) -65.5% 403 3.1% 0.45 174 1.3Pts (288) 0 0 (1) 0 (289) 463 3.5Pts 132 41.9Pts 330 2.5Pts 0.37 - - - - - (332) 0 (332) 332 2.5Pts 33 24.2Pts 299 2.3Pts 0.33 - - - - - - - - - - 19 1.8Pts (19) (0.1)Pts -0.02 7,201 54.6% 4,399 1,616 (146) 13 280 6,162 1,039 7.9% 25 2.4% 1,013 7.7% 1.12 2Q 2021 CONTINUING OPERATIONS GAAP CONT OPS REPORTED DISC OPS ADJUSTMENTS CONTINUING OPS AS ADJUSTED ACQUISITION ADJUSTMENTS RETIREMENT ADJUSTMENTS TAX REFORM IMPACTS OPERATING Gross Profit Gross Profit Margin SG&A RD&E I/P & Custom Development Income Other Income & Expense Interest Expense Total Expense & Other Income Pre-Tax Income PTI Margin Tax Tax Rate Net Income Net Income Margin Diluted EPS 9,004 48.0% 5,334 1,657 (135) 315 281 7,451 1,552 8.3% 227 14.7% 1,325 7.1% 1.47 1,152 25.4% 485 15 (2) 13 0 511 641 14.2% 126 19.7% 515 11.4% 0.57 7,852 55.2% 4,849 1,641 (133) 302 281 6,940 912 6.4% 101 11.1% 810 5.7% 0.90 179 1.3Pts (294) 0 0 (1) 0 (294) 474 3.3Pts 105 3.1Pts 368 2.6Pts 0.41 - - - - - (317) 0 (317) 317 2.2Pts 53 1.0Pts 264 1.9Pts 0.29 - - - - - - - - - - (14) (0.8)Pts 14 0.1Pts 0.01 8,031 56.5% 4,555 1,641 (133) (16) 281 6,329 1,702 12.0% 246 14.5% 1,456 10.2% 1.61


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U.S GAAP to NON-GAAP RESULTS RECONCILIATION (Unaudited: Dollars in millions except per share amounts) 3Q 2021 CONTINUING OPERATIONS GAAP CONT OPS REPORTED DISC OPS ADJUSTMENTS CONTINUING OPS AS ADJUSTED ACQUISITION ADJUSTMENTS RETIREMENT ADJUSTMENTS TAX REFORM IMPACTS OPERATING Gross Profit Gross Profit Margin SG&A RD&E I/P & Custom Development Income Other Income & Expense Interest Expense Total Expense & Other Income Pre-Tax Income PTI Margin Tax Tax Rate Net Income Net Income Margin Diluted EPS 8,171 46.4% 4,860 1,621 (153) 234 291 6,852 1,319 7.5% 188 14.3% 1,130 6.4% 1.25 1,064 24.4% 554 14 (1) (9) 0 559 506 11.6% 413 81.6% 93 2.1% 0.10 7,106 53.6% 4,306 1,606 (153) 244 290 6,293 813 6.1% (224) -27.6% 1,037 7.8% 1.14 183 1.4Pts (288) 0 0 (1) 0 (289) 472 3.6Pts 102 14.5Pts 370 2.8Pts 0.41 - - - - - (318) 0 (318) 318 2.4Pts 55 8.9Pts 262 2.0Pts 0.29 - - - - - - - - - - 0 0.0Pts 0 0.0Pts 0.00 7,290 55.0% 4,018 1,606 (153) (74) 290 5,687 1,603 12.1% (67) -4.2% 1,670 12.6% 1.84 3Q YTD 2021 CONTINUING OPERATIONS GAAP CONT OPS REPORTED DISC OPS ADJUSTMENTS CONTINUING OPS AS ADJUSTED ACQUISITION ADJUSTMENTS RETIREMENT ADJUSTMENTS TAX REFORM IMPACTS OPERATING Gross Profit Gross Profit Margin SG&A RD&E I/P & Custom Development Income Other Income & Expense Interest Expense Total Expense & Other Income Pre-Tax Income PTI Margin Tax Tax Rate Net Income Net Income Margin Diluted EPS 25,379 46.9% 15,368 4,907 (435) 911 852 21,603 3,776 7.0% 365 9.7% 3,411 6.3% 3.77 3,394 25.3% 1,526 43 (4) 20 0 1,585 1,808 13.5% 648 35.8% 1,160 8.6% 1.28 21,985 54.1% 13,842 4,863 (431) 891 852 20,017 1,968 4.8% (282) -14.4% 2,250 5.5% 2.49 537 1.3Pts (870) 0 0 (2) 0 (872) 1,409 3.5Pts 340 12.5Pts 1,069 2.6Pts 1.18 - - - - - (967) 0 (967) 967 2.4Pts 141 6.5Pts 825 2.0Pts 0.91 - - - - - - - - - - 6 0.1Pts (6) (0.0)Pts -0.01 22,522 55.4% 12,972 4,863 (431) (77) 852 18,179 4,343 10.7% 204 4.7% 4,139 10.2% 4.58


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U.S GAAP to NON-GAAP RESULTS RECONCILIATION (Unaudited: Dollars in millions except per share amounts) 1Q 2020 CONTINUING OPERATIONS GAAP CONT OPS REPORTED DISC OPS ADJUSTMENTS CONTINUING OPS AS ADJUSTED ACQUISITION ADJUSTMENTS RETIREMENT ADJUSTMENTS TAX REFORM IMPACTS OPERATING Gross Profit Gross Profit Margin SG&A RD&E I/P & Custom Development Income Other Income & Expense Interest Expense Total Expense & Other Income Pre-Tax Income PTI Margin Tax Tax Rate Net Income Net Income Margin Diluted EPS 7,922 45.1% 5,955 1,625 (116) 182 326 7,972 (49) -0.3% (1,226) 2484.0% 1,176 6.7% 1.31 1,143 24.8% 685 18 (1) 13 (0) 716 428 9.3% 38 9.0% 389 8.4% 0.43 6,779 52.3% 5,270 1,607 (115) 169 326 7,256 (477) -3.7% (1,264) 265.0% 787 6.1% 0.88 186 1.4Pts (280) 0 0 (1) 0 (280) 466 3.6Pts 104 (467.1)Pts 362 2.8Pts 0.40 - - - - - (253) 0 (253) 253 2.0Pts (25) (287.2)Pts 278 2.1Pts 0.31 - - - - - - - - - - 149 61.5Pts (149) (1.2)Pts -0.17 6,965 53.8% 4,990 1,607 (115) (84) 326 6,723 242 1.9% (1,037) -427.8% 1,279 9.9% 1.43 2Q 2020 CONTINUING OPERATIONS GAAP CONT OPS REPORTED DISC OPS ADJUSTMENTS CONTINUING OPS AS ADJUSTED ACQUISITION ADJUSTMENTS RETIREMENT ADJUSTMENTS TAX REFORM IMPACTS OPERATING Gross Profit Gross Profit Margin SG&A RD&E I/P & Custom Development Income Other Income & Expense Interest Expense Total Expense & Other Income Pre-Tax Income PTI Margin Tax Tax Rate Net Income Net Income Margin Diluted EPS 8,700 48.0% 5,248 1,582 (203) 179 323 7,129 1,571 8.7% 209 13.3% 1,362 7.5% 1.52 1,089 24.1% 498 18 (1) 14 0 529 561 12.4% 118 21.1% 443 9.8% 0.49 7,610 55.9% 4,750 1,564 (202) 165 323 6,600 1,010 7.4% 91 9.0% 919 6.8% 1.03 186 1.4Pts (280) 0 0 (1) 0 (281) 466 3.4Pts 104 3.6Pts 362 2.7Pts 0.40 - - - - - (262) 0 (262) 262 1.9Pts 42 1.1Pts 220 1.6Pts 0.25 - - - - - - - - - - 0 0.0Pts 0 0.0Pts 0.00 7,796 57.3% 4,470 1,564 (202) (98) 323 6,057 1,739 12.8% 237 13.6% 1,502 11.0% 1.68


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U.S GAAP to NON-GAAP RESULTS RECONCILIATION (Unaudited: Dollars in millions except per share amounts) 3Q 2020 CONTINUING OPERATIONS GAAP CONT OPS REPORTED DISC OPS ADJUSTMENTS CONTINUING OPS AS ADJUSTED ACQUISITION ADJUSTMENTS RETIREMENT ADJUSTMENTS TAX REFORM IMPACTS OPERATING Gross Profit Gross Profit Margin SG&A RD&E I/P & Custom Development Income Other Income & Expense Interest Expense Total Expense & Other Income Pre-Tax Income PTI Margin Tax Tax Rate Net Income Net Income Margin Diluted EPS 8,430 48.0% 4,647 1,515 (134) 253 323 6,603 1,827 10.4% 128 7.0% 1,698 9.7% 1.89 1,193 25.8% 361 17 (2) 14 0 390 802 17.4% 140 17.4% 663 14.3% 0.74 7,237 55.9% 4,286 1,498 (133) 238 323 6,213 1,024 7.9% (12) -1.1% 1,036 8.0% 1.15 179 1.4Pts (274) 0 0 (1) 0 (275) 454 3.5Pts 101 6.1Pts 352 2.7Pts 0.39 - - - - - (279) 0 (279) 279 2.2Pts 35 2.2Pts 244 1.9Pts 0.27 - - - - - - - - - - (21) (1.2)Pts 21 0.2Pts 0.02 7,416 57.3% 4,012 1,498 (133) (41) 323 5,659 1,756 13.6% 104 5.9% 1,653 12.8% 1.84 4Q 2020 CONTINUING OPERATIONS GAAP CONT OPS REPORTED DISC OPS ADJUSTMENTS CONTINUING OPS AS ADJUSTED ACQUISITION ADJUSTMENTS RETIREMENT ADJUSTMENTS TAX REFORM IMPACTS OPERATING Gross Profit Gross Profit Margin SG&A RD&E I/P & Custom Development Income Other Income & Expense Interest Expense Total Expense & Other Income Pre-Tax Income PTI Margin Tax Tax Rate Net Income Net Income Margin Diluted EPS 10,523 51.7% 7,232 1,611 (173) 247 317 9,234 1,289 6.3% 25 1.9% 1,264 6.2% 1.41 1,284 27.4% 976 19 (2) 17 0 1,010 275 5.9% 200 72.8% 75 1.6% 0.08 9,238 58.9% 6,256 1,592 (171) 230 317 8,224 1,014 6.5% (175) -17.3% 1,190 7.6% 1.32 176 1.1Pts (283) 0 0 (1) 0 (283) 459 2.9Pts 102 10.4Pts 357 2.3Pts 0.40 - - - - - (278) 0 (278) 278 1.8Pts 156 11.7Pts 122 0.8Pts 0.14 - - - - - - - - - - (18) (1.0)Pts 18 0.1Pts 0.02 9,414 60.0% 5,973 1,592 (171) (49) 317 7,662 1,752 11.2% 66 3.7% 1,686 10.8% 1.88


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U.S GAAP to NON-GAAP RESULTS RECONCILIATION (Unaudited: Dollars in millions except per share amounts) FY 2020 CONTINUING OPERATIONS GAAP CONT OPS REPORTED DISC OPS ADJUSTMENTS CONTINUING OPS AS ADJUSTED ACQUISITION ADJUSTMENTS RETIREMENT ADJUSTMENTS TAX REFORM IMPACTS OPERATING Gross Profit Gross Profit Margin SG&A RD&E I/P & Custom Development Income Other Income & Expense Interest Expense Total Expense & Other Income Pre-Tax Income PTI Margin Tax Tax Rate Net Income Net Income Margin Diluted EPS 35,575 48.3% 23,082 6,333 (626) 861 1,288 30,937 4,637 6.3% (864) -18.6% 5,501 7.5% 6.13 4,710 25.5% 2,520 71 (5) 58 0 2,645 2,065 11.2% 496 24.0% 1,569 8.5% 1.75 30,865 55.9% 20,561 6,262 (620) 802 1,288 28,293 2,572 4.7% (1,360) -52.9% 3,932 7.1% 4.38 726 1.3Pts (1,117) 0 0 (2) 0 (1,119) 1,845 3.3Pts 411 25.3Pts 1,434 2.6Pts 1.60 - - - - - (1,073) 0 (1,073) 1,073 1.9Pts 208 14.1Pts 864 1.6Pts 0.96 - - - - - - - - - - 110 2.0Pts (110) (0.2)Pts -0.12 31,591 57.3% 19,445 6,262 (620) (273) 1,288 26,101 5,490 9.9% (630) -11.5% 6,120 11.1% 6.82


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U.S GAAP to NON-GAAP RESULTS RECONCILIATION (Unaudited: Dollars in millions except per share amounts) 1Q 2019 CONTINUING OPERATIONS GAAP CONT OPS REPORTED DISC OPS ADJUSTMENTS CONTINUING OPS AS ADJUSTED ACQUISITION ADJUSTMENTS RETIREMENT ADJUSTMENTS TAX REFORM IMPACTS OPERATING Gross Profit Gross Profit Margin SG&A RD&E I/P & Custom Development Income Other Income & Expense Interest Expense Total Expense & Other Income Pre-Tax Income PTI Margin Tax Tax Rate Net Income Net Income Margin Diluted EPS 8,043 44.2% 4,691 1,433 (101) (73) 210 6,160 1,883 10.4% 289 15.4% 1,593 8.8% 1.78 1,190 24.4% 412 18 (1) 11 0 441 749 15.3% 134 17.9% 615 12.6% 0.69 6,853 51.5% 4,278 1,415 (101) (84) 210 5,719 1,134 8.5% 155 13.7% 979 7.4% 1.09 74 0.6Pts (119) 0 0 23 (36) (132) 206 1.5Pts 45 1.2Pts 160 1.2Pts 0.18 - - - - - (129) 0 (129) 129 1.0Pts 18 0.0Pts 111 0.8Pts 0.12 - - - - - - - - - - (141) (9.6)Pts 141 1.1Pts 0.16 6,927 52.1% 4,159 1,415 (101) (189) 174 5,459 1,468 11.0% 78 5.3% 1,390 10.5% 1.56 2Q 2019 CONTINUING OPERATIONS GAAP CONT OPS REPORTED DISC OPS ADJUSTMENTS CONTINUING OPS AS ADJUSTED ACQUISITION ADJUSTMENTS RETIREMENT ADJUSTMENTS TAX REFORM IMPACTS OPERATING Gross Profit Gross Profit Margin SG&A RD&E I/P & Custom Development Income Other Income & Expense Interest Expense Total Expense & Other Income Pre-Tax Income PTI Margin Tax Tax Rate Net Income Net Income Margin Diluted EPS 9,010 47.0% 5,456 1,407 (222) (747) 348 6,242 2,768 14.4% 269 9.7% 2,499 13.0% 2.81 1,207 24.9% 650 20 (1) 11 0 680 528 10.9% 134 25.3% 394 8.1% 0.44 7,802 54.5% 4,806 1,387 (221) (758) 348 5,562 2,241 15.7% 135 6.0% 2,106 14.7% 2.36 72 0.5Pts (144) 0 0 119 (168) (193) 265 1.9Pts 58 1.6Pts 207 1.4Pts 0.23 - - - - - (127) 0 (127) 127 0.9Pts 32 0.9Pts 95 0.7Pts 0.11 - - - - - - - - - - (14) (0.5)Pts 14 0.1Pts 0.02 7,874 55.0% 4,662 1,387 (221) (767) 180 5,241 2,633 18.4% 212 8.0% 2,421 16.9% 2.72


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U.S GAAP to NON-GAAP RESULTS RECONCILIATION (Unaudited: Dollars in millions except per share amounts) 3Q 2019 CONTINUING OPERATIONS GAAP CONT OPS REPORTED DISC OPS ADJUSTMENTS CONTINUING OPS AS ADJUSTED ACQUISITION ADJUSTMENTS RETIREMENT ADJUSTMENTS TAX REFORM IMPACTS OPERATING Gross Profit Gross Profit Margin SG&A RD&E I/P & Custom Development Income Other Income & Expense Interest Expense Total Expense & Other Income Pre-Tax Income PTI Margin Tax Tax Rate Net Income Net Income Margin Diluted EPS 8,336 46.2% 5,024 1,553 (166) (31) 432 6,813 1,522 8.4% (151) -9.9% 1,673 9.3% 1.87 1,260 26.5% 413 21 (6) 11 0 439 821 17.3% 148 18.0% 673 14.2% 0.75 7,076 53.3% 4,611 1,532 (159) (41) 432 6,375 701 5.3% (299) -42.6% 1,000 7.5% 1.12 207 1.6Pts (446) (53) 0 10 (24) (513) 721 5.4Pts 144 29.0Pts 577 4.3Pts 0.65 - - - - - (136) 0 (136) 136 1.0Pts (1) 3.7Pts 137 1.0Pts 0.15 - - - - - - - - - - (5) (0.3)Pts 5 0.0Pts 0.01 7,283 54.8% 4,165 1,479 (159) (168) 408 5,725 1,558 11.7% (161) -10.3% 1,719 12.9% 1.93 4Q 2019 CONTINUING OPERATIONS GAAP CONT OPS REPORTED DISC OPS ADJUSTMENTS CONTINUING OPS AS ADJUSTED ACQUISITION ADJUSTMENTS RETIREMENT ADJUSTMENTS TAX REFORM IMPACTS OPERATING Gross Profit Gross Profit Margin SG&A RD&E I/P & Custom Development Income Other Income & Expense Interest Expense Total Expense & Other Income Pre-Tax Income PTI Margin Tax Tax Rate Net Income Net Income Margin Diluted EPS 11,100 51.0% 5,433 1,596 (159) (117) 354 7,107 3,993 18.3% 324 8.1% 3,669 16.8% 4.11 1,297 26.2% 404 21 (1) 11 0 435 862 17.4% 255 29.6% 607 12.3% 0.68 9,803 58.2% 5,028 1,576 (158) (128) 354 6,672 3,131 18.6% 68 2.2% 3,062 18.2% 3.43 187 1.1Pts (315) (0) 0 (1) 0 (315) 502 3.0Pts 110 2.6Pts 392 2.3Pts 0.44 - - - - - (183) 0 (183) 183 1.1Pts 61 1.5Pts 122 0.7Pts 0.14 - 9,989 59.4% 4,714 1,576 (158) (312) 354 6,173 3,816 22.7% 254 6.6% 3,562 21.2% 3.99 - - - - - - - - - 14 0.4Pts (14) (0.1)Pts -0.02


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U.S GAAP to NON-GAAP RESULTS RECONCILIATION (Unaudited: Dollars in millions except per share amounts) FY 2019 CONTINUING OPERATIONS GAAP CONT OPS REPORTED DISC OPS ADJUSTMENTS CONTINUING OPS AS ADJUSTED ACQUISITION ADJUSTMENTS RETIREMENT ADJUSTMENTS TAX REFORM IMPACTS OPERATING Gross Profit Gross Profit Margin SG&A RD&E I/P & Custom Development Income Other Income & Expense Interest Expense Total Expense & Other Income Pre-Tax Income PTI Margin Tax Tax Rate Net Income Net Income Margin Diluted EPS 36,488 47.3% 20,604 5,989 (648) (968) 1,344 26,322 10,166 13.2% 731 7.2% 9,435 12.2% 10.57 4,954 25.5% 1,880 79 (9) 44 0 1,994 2,960 15.2% 671 22.7% 2,289 11.8% 2.56 31,533 54.6% 18,724 5,910 (639) (1,012) 1,344 24,327 7,206 12.5% 60 0.8% 7,146 12.4% 8.00 540 0.9Pts (1,024) (53) 0 152 (228) (1,154) 1,693 2.9Pts 358 3.6Pts 1,335 2.3Pts 1.50 - - - - - (576) 0 (576) 576 1.0Pts 110 1.1Pts 466 0.8Pts 0.52 - 32,073 55.6% 17,700 5,857 (639) (1,436) 1,116 22,598 9,475 16.4% 382 4.0% 9,093 15.8% 10.18 - - - - - - - - - (146) (1.5)Pts 146 0.3Pts 0.16


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The below table reconciles the non-GAAP financial information contained in Exhibit 1 of the investor relations article which was posted to IBM’s Investor Relations website on December 27, 2021 and is included as Exhibit 99.1 in this Form 8-K: Year Ended December 31, 2020 ($ in billions) Historical Pro Forma (1) Management adjustments — 0.4 Sub-total $ 5.5 $ 5.6 Acquisition-related charges 1.9 1.8 U.S. tax reform impacts (0.1) (0.1) Tax effect of adjustments (0.6) (0.6) (1) The company’s unaudited Pro Forma Condensed Consolidated Income Statement is included in Exhibit 99.3 to the company’s Form 8-K furnished with the SEC on November 4, 2021 (2) The pro forma income from continuing operations already excludes certain Kyndryl separation-related charges that were included in the Kyndryl Discontinued Operations adjustment column of the unaudited Pro Forma Condensed Consolidated Income Statement. Kyndryl's impact on fourth quarter of 2021 Operating (non-GAAP) earnings per share Management has also provided within these materials an estimate of the impact on its fourth quarter of 2021 operating (non-GAAP) earnings per share as a result of reclassifying Kyndryl's operational activity to discontinued operations following the separation on November 3rd. This estimated impact represents adjusted discontinued operations earnings per share, a non-GAAP measure, which does not include Kyndryl separation-related transaction charges and potential one-time non-cash items (e.g., impairments) related to the Kyndryl separation. Direct and incremental separation-related transaction charges incurred to accomplish the Kyndryl separation include transaction and third-party support costs, business separation and applicable employee retention fees, pension settlement charges, and related tax charges. The company is not able to provide a reconciliation of this non-GAAP measure to the corresponding GAAP measure at this time because of the uncertainty as well as variability in amount of the potential one-time non-cash items related to the Kyndryl separation. Free Cash Flow / Modeled Free Cash Flow The company 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. The company defines IBM free cash flow as net cash from operating activities less the change in Global Financing receivables and net capital expenditures, including the investment in software. A key objective of the Global Financing business is to generate strong returns on equity, and our Global Financing receivables are the basis for growth. Accordingly, management considers Global Financing receivables as a profit-generating investment, not as working capital that should be minimized for efficiency. Therefore, management presents free cash flow that excludes the effect of Global Financing receivables. Since the company views Global Financing receivables as a profit-generating investment which it seeks to maximize, it is not considered when formulating guidance for adjusted free cash flow. As a result, the company does not estimate a GAAP Net Cash from Operations expectation metric. Operating (non-GAAP) net income$7.8$7.7 Separation-related charges(2)0.0— Non-operating retirement-related costs/(income)1.11.1 Non-operating adjustments: Tax effect of adjustments—(0.1) Income from continuing operations$5.5$5.3


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The company has also provided a 2020 post-separation IBM modeled free cash flow estimate to provide insight into IBM’s estimated free cash flow following the separation of Kyndryl. The company defines IBM modeled free cash flow as IBM free cash flow, less Kyndryl’s modeled free cash flow. Kyndryl’s modeled free cash flow is estimated based on Kyndryl’s 2020 historical financial statements, prepared on a carve-out basis under U.S. GAAP. The carve-out methodologies and principles may not be reflective of the results of operations, financial position and cash flows had Kyndryl been a separate company. Therefore, the company includes adjustments to reflect a more representative view of Kyndryl cash flows. The adjustments primarily relate to new commercial pricing arrangements and contract scope changes as well as a net reduction in expense compared to the allocated expenses from IBM included in Kyndryl’s historical financial statements. The below table reconciles the non-GAAP financial information contained in Exhibit 1 of the investor relations article which was posted to IBM’s Investor Relations website on December 27, 2021: Year Ended ($ in billions) December 31, 2020 Less: change in Global Financing (GF) Receivables 4.3 Free Cash Flow $ 10.8 IBM Modeled Free Cash Flow $ 10.0 (1) See table below for the reconciliation of Kyndryl Modeled Free Cash Flow. Year Ended December 31, 2020 ($ in billions) Capital Expenditures, net (0.9) New Commercial Pricing Arrangements and Contract Scope Changes(1) 0.5 Kyndryl Modeled Free Cash Flow $ 0.7 (1) Primarily reflects the impact of new commercial pricing arrangements that Kyndryl and IBM have entered into prior to the Spin-off applied to historical purchases of goods and services from IBM as well as the net impact of incremental customer contracts transferred to Kyndryl from IBM that were not historically managed by Kyndryl and specific customer contracts being retained by IBM. (2) Reflects the net reduction in costs for corporate overhead, primarily due to a flatter cost structure as Kyndryl becomes a stand-alone public entity. If Kyndryl decides to reduce resources or invest more heavily in certain areas in the future, that will be part of its discretionary future decisions and have not been included in this calculation. Shared Services (Corporate Overhead)(2)0.6 Free Cash Flow$(0.3) Net Cash from Operations per GAAP$0.6 Less: Kyndryl Modeled Free Cash Flow(1)0.7 Capital Expenditures, net(3.0) Net Cash from Operations per GAAP$18.2