Exhibit 13

                                                                FINANCIAL REPORT




              42.      Report of Management                             
                                                                        
              43.      Report of Independent Accountants                
                                                                        
              44.      Management Discussion                            
                                                                        
              56.      Consolidated Financial Statements                
                                                                        
                       Earnings                                         
                       Financial Position                               
                       Cash Flows                                       
                       Stockholders' Equity                             
                                                                        
              60.      Notes To Consolidated Financial Statements       
                                                                        
              60.      A  Signicant Accounting Policies                 
              62.      B  Accounting Changes                            
              63.      C  Inventories                                   
              63.      D  Plant, Rental Machines and Other Property     
              64.      E  Investments and Sundry Assets                 
              64.      F  Debt                                          
              66.      G  Taxes                                         
              68.      H  Selling and Advertising                       
              68.      I  Research, Development and Engineering         
              69.      J  Interest on Debt                              
              69.      K  Other Liabilities and Environmental           
              69.      L  Contingencies                                 
              70.      M  Customer Financing                            
              73.      N  Rental Expense and Lease Commitments          
              73.      O  Stock-Based Compensation Plans                
              75.      P  Stock Repurchases                             
              76.      Q  Retirement Plans                              
              78.      R  Nonpension Postretirement Benefits
              79.      S  Lines of Credit                               
              80.      T  Sale and Securitization of Receivables        
              80.      U  Financial Instruments                         
              82.      V  Subsequent Event                              
              82.      W  Segment Information                           
              84.      X  Geographic Areas                              
                                                                        
              86.      Five-Year Comparison of Selected Financial Data  
                                                                        
              86.      Selected Quarterly Data                          
                                                                        


                                         41.



REPORT OF MANAGEMENT
International Business Machines Corporation and Subsidiary Companies


Responsibility for the integrity and objectivity of the financial information
presented in this Annual Report rests with IBM management. The accompanying 
financial statements have been prepared in conformity with generally accepted 
accounting principles, applying certain estimates and judgments as required.

IBM maintains an effective internal control structure. It consists, in part, 
of organizational arrangements with clearly dened lines of responsibility and 
delegation of authority, and comprehensive systems and control procedures. We 
believe this structure provides reasonable assurance that transactions are 
executed in accordance with management authorization, and that they are 
appropriately recorded, in order to permit preparation of financial statements 
in conformity with generally accepted accounting principles and to adequately 
safeguard, verify and maintain accountability of assets. An important element 
of the control environment is an ongoing internal audit program.

To assure the effective administration of internal control, we carefully 
select and train our employees, develop and disseminate written policies and 
procedures, provide appropriate communication channels, and foster an 
environment conducive to the effective functioning of controls. We believe 
that it is essential for the company to conduct its business affairs in 
accordance with the highest ethical standards, as set forth in the IBM 
Business Conduct Guidelines. These guidelines, translated into numerous 
languages, are distributed to employees throughout the world, and 
reemphasized through internal programs to assure that they are understood and 
followed.

Price Waterhouse LLP, independent accountants, is retained to examine IBM's 
financial statements. Its accompanying report is based on an examination 
conducted in accordance with generally accepted auditing standards, including 
a review of the internal control structure and tests of accounting procedures 
and records.

The Audit Committee of the Board of Directors is composed solely of outside 
directors, and is responsible for recommending to the Board the independent 
accounting firm to be retained for the coming year, subject to stockholder 
approval. The Audit Committee meets periodically and privately with the 
independent accountants, with our internal auditors, as well as with IBM 
management, to review accounting, auditing, internal control structure and 
financial reporting matters.

/s/ Louis V. Gerstner, Jr.                              /s/ G. Richard Thoman

Louis V. Gerstner, Jr.                                   G. Richard Thoman
Chairman of the Board and                                Senior Vice President
and                                                      and
Chief Executive Officer                                  Chief Financial Officer


                                         42.



                                               REPORT OF INDEPENDENT ACCOUNTANTS
            International Business Machines Corporation and Subsidiary Companies

To the Stockholders and Board of Directors of International Business Machines
Corporation:

In our opinion, the accompanying consolidated financial statements, appearing 
on pages 56 through 85, present fairly, in all material respects, the 
financial position of International Business Machines Corporation and its 
subsidiaries at December 31, 1996 and 1995, and the results of their 
operations and their cash flows for each of the three years in the period 
ended December 31, 1996, in conformity with generally accepted accounting 
principles. These financial statements are the responsibility of the 
company's management; our responsibility is to express an opinion on these 
financial statements based on our audits. We conducted our audits of these 
statements in accordance with generally accepted auditing standards, which 
require that we plan and perform the audit to obtain reasonable assurance 
about whether the financial statements are free of material misstatement. An 
audit includes examining, on a test basis, evidence supporting the amounts 
and disclosures in the financial statements, assessing the accounting 
principles used and significant estimates made by management, and evaluating 
the overall financial statement presentation. We believe that our audits 
provide a reasonable basis for the opinion expressed above.

/s/ Price Waterhouse LLP

Price Waterhouse LLP
1177 Avenue of the Americas
New York, NY 10036
January 20, 1997


                                         43.



MANAGEMENT DISCUSSION
International Business Machines Corporation and Subsidiary Companies

OVERVIEW

IBM's financial performance in 1996 reflects continued progress towards its 
strategic goals of revenue growth, an expanded portfolio of industry-specific 
customer solutions, especially through network computing, and an increasingly 
competitive cost and expense structure.

The company reported record revenue of nearly $ 76 billion, 30 percent net 
earnings growth over 1995 and ended the year with over $ 8 billion in cash. 
The company also continued to align itself for strategic growth by investing 
almost $ 20 billion in critical high-growth and advanced technology 
businesses, research and development, acquisitions and repurchases of its 
common shares. 

The growth in revenue was principally due to the continued transition of 
revenue mix to the company's high-growth businesses. Revenue from services, 
personal computers and distributed software offerings grew strongly year over 
year. At the same time, while System/390* revenue declined due to pricing 
pressures, its total installed base grew nearly 25 percent, well above the 14 
percent growth rate of just two years ago as customers continued to move to 
integrated network solutions.

The company's results were also affected adversely by the continued weakness 
of the European economy and the continued strengthening of the U.S. dollar. 
Without the currency effect, year-to-year revenue growth would have been 9 
percent compared with the reported growth of 6 percent.

LOOKING FORWARD

While excellent progress was made in 1996, the company must continue to 
implement strategic actions to further improve its competitiveness. These 
actions include an on-going focus on revenue growth and stable net income 
margins, while at the same time maintaining a strong balance sheet and cash 
flows for long-term growth. 

                                         44.


                                                           MANAGEMENT DISCUSSION
            International Business Machines Corporation and Subsidiary Companies


RESULTS OF OPERATIONS

(Dollars in millions except per share amounts)       1996       1995      1994

Revenue                                          $ 75,947   $ 71,940  $ 64,052
Cost                                               45,408     41,573    38,768
                                                 --------   --------  --------
Gross profit                                       30,539     30,367    25,284
Gross profit margin                                  40.2%      42.2%     39.5%
Total expense                                      21,952     22,554    20,129
                                                 --------   --------  --------
Net earnings before income taxes                 $  8,587   $  7,813  $  5,155
                                                 --------   --------  --------
                                                 --------   --------  --------
Net earnings                                     $  5,429   $  4,178  $  3,021
                                                 --------   --------  --------
                                                 --------   --------  --------
Net earnings per share of common stock           $  10.24   $   7.23  $   5.02
                                                 --------   --------  --------
                                                 --------   --------  --------

Revenue grew 5.6 percent as reported and 8.6 percent when currency impacts 
are removed. This increase was primarily driven by the high-growth areas of 
the company's product portfolio: services, personal computers and distributed 
software offerings including those from Lotus Development Corporation (Lotus) 
and Tivoli Systems, Inc. (Tivoli). The following table provides the company's 
percent of revenue by category:

                                   1996       1995      1994
Hardware sales                     47.8%      49.5%     50.5%
Services                           20.9       17.7      15.2
Software                           17.2       17.6      17.7
Maintenance                         9.2       10.3      11.3
Rentals and financing               4.9        4.9       5.3
                               --------   --------  --------
Total                             100.0%     100.0%    100.0%
                               --------   --------  --------
                               --------   --------  --------

The overall gross profit margin at 40.2 percent decreased 2.0 points from 
1995, following a 2.7 point increase in 1995 over 1994. The 1996 decline was 
primarily a result of the company's continued shift to the higher growth 
sources of revenue, most notably, services and personal computers. These 
businesses have lower gross profit margins than the company's more 
traditional high-end hardware offerings. The increase in 1995 was primarily 
driven by improved margins in hardware sales resulting from cost improvements
across most major product lines.

The following table is provided for informational purposes only, to exclude 
the effects of certain items on the company's net earnings.




(Dollars in millions except per share amounts)                 1996       1995*     1994

                                                                       
Net earnings after tax as reported                          $ 5,429    $ 4,178   $ 3,021
Purchased in-process 
  research and development (pages 54 and 55)                    435      1,840         -
Effects of Federal Systems Company (FSC) sale (page 55)           -          -      (248)
Software amortization change                                      -          -       192
                                                            -------    -------   -------
Adjusted net earnings                                       $ 5,864    $ 6,018   $ 2,965
                                                            -------    -------   -------
                                                            -------    -------   -------
Adjusted net earnings per share of common stock             $ 11.06    $ 10.46   $  4.92
                                                            -------    -------   -------
                                                            -------    -------   -------


*Reclassified to conform to 1996 presentation.


                                         45.



                                                           MANAGEMENT DISCUSSION
            International Business Machines Corporation and Subsidiary Companies

HARDWARE SALES

(Dollars in millions)             1996       1995      1994

Revenue                       $ 36,316   $ 35,600   $32,344
Cost                            23,396     21,862    21,300
                              --------   --------  --------
Gross profit                  $ 12,920    $13,738   $11,044
                              --------   --------  --------
                              --------   --------  --------
Gross profit margin               35.6%      38.6%     34.1%

Information on revenue by classes of similar products or services is included 
in note W, "Segment Information," on pages 82 and 83. The product trends 
addressed in this discussion and in that disclosure are indicative, in all 
material respects, of hardware sales activity.

Revenue from hardware sales increased 2.0 percent from 1995, following an 
increase of 10.1 percent in 1995 from 1994. Gross profit dollars from 
hardware sales decreased 6.0 percent from 1995, following an increase of 24.4 
percent in 1995 from 1994.

Revenue from servers decreased 1.4 percent from 1995, following a 9.0 percent 
increase versus 1994. The 1996 decrease was primarily driven by lower revenue 
from System/390, although total delivery of mainframe computing power, 
including shipments placed with end-users through both operating leases and 
service offerings, increased 49 percent as measured in MIPS (millions of 
instructions per second) versus last year. The System/390 revenue decrease 
was partially offset by higher revenue from AS/400*, RISC System/6000* and 
personal computer servers. The 1995 increase reflected higher revenue across 
all server products when compared to 1994 levels.

Personal system client revenue grew 13.8 percent from 1995, following a 15.1 
percent increase in 1995 from 1994. The 1996 increase was driven by higher 
revenue from personal computers, especially consumer products, partially 
offset by lower revenue from RISC System/6000. The 1995 increase over 1994 
resulted from higher revenue across all personal system client products.

Storage products revenue, including products sold primarily through the 
Original Equipment Manufacturer (OEM) channel, decreased 4.1 percent in 1996 
from 1995, following an increase of 4.8 percent in 1995 from 1994. The 
decline in 1996 is a result of lower revenue associated with high-end storage 
products due to continuing price competition. This decrease was partially 
offset by strong revenue growth in hard disk drive (HDD) storage and tape 
products when compared to 1995 levels. These product areas in 1996 accounted 
for more revenue than high-end storage products. The 1995 increase versus 
1994 was primarily driven by strong growth in HDD storage products, partially 
offset by lower revenue from high-end storage and tape products. 

OEM hardware revenue declined 9.1 percent in 1996 versus 1995, following a 
35.5 percent increase in 1995 over 1994. The 1996 decrease was driven by 
lower semiconductor revenue due to continuing industry-wide pricing 
pressures. 

                                         46.



                                                           MANAGEMENT DISCUSSION
            International Business Machines Corporation and Subsidiary Companies

The decrease in the 1996 hardware sales gross profit margin was driven by the 
mix of revenue to lower gross profit products, such as personal computers, 
and by lower OEM semiconductor margins. The increase in the 1995 hardware 
gross profit margin was driven by improved gross profit margins on 
System/390, personal computers, RISC System/6000 servers and OEM products. 
The overall hardware sales margin continues to be adversely impacted by 
pricing pressures across all products.

SERVICES

(Dollars in millions)                1996       1995      1994

Revenue                          $ 15,873   $ 12,714   $ 9,715
Cost                               12,647     10,042     7,769
                                 --------   --------   -------
Gross profit                     $  3,226   $  2,672   $ 1,946
                                 --------   --------   -------
                                 --------   --------   -------
Gross profit margin                  20.3%      21.0%     20.0%

Services revenue increased 24.8 percent in 1996 from 1995 and 30.9 percent in 
1995 over 1994. These increases are primarily in the areas of managed 
operations of systems and networks, systems integration design and 
development, availability services and consulting engagements. In 1996, the 
company signed services contracts worth more than $ 27 billion. To meet the 
growing demands in its services businesses, the company hired more than 
15,000 new employees while maintaining a consistent level of gross 
profitability. 

SOFTWARE

(Dollars in millions)                                1996       1995      1994

Revenue                                          $ 13,052   $ 12,657  $ 11,346
Cost                                                4,082      4,428     4,680
                                                 --------   --------  --------
Gross profit                                     $  8,970   $  8,229  $  6,666
                                                 --------   --------  --------
                                                 --------   --------  --------
Gross profit margin                                  68.7%      65.0%     58.8%


Software revenue increased 3.1 percent in 1996 from 1995, following an 
increase of 11.6 percent in 1995 from 1994. The increase in 1996 was driven 
by distributed software offerings including Lotus Notes*, cc:Mail* and 
systems management software from Tivoli, partially offset by lower host-based 
computer software revenue associated with System/390 and AS/400. The increase 
in 1995 was primarily due to revenue from Lotus products in the second half 
of 1995, after the acquisition. 

Software gross profit dollars increased 9.0 percent in 1996 from 1995, 
following an increase of 23.4 percent in 1995 from 1994. The increase in 1995 
from 1994 was affected by a change in the amortization period for software 
products in 1994. Excluding the effect of this change, the gross profit 
dollars would have increased 18.2 percent. The increase in gross profit 
dollars in both 1996 and 1995 was driven primarily by the company's 
continuing shift towards a more iterative software development process. As a 
result, a larger percentage of software development spending was expensed, 
and less was capitalized ($ .3 billion in 1996, compared to $ .8 billion in 
1995), yielding lower costs of amortization. 

                                         47.



MANAGEMENT DISCUSSION
International Business Machines Corporation and Subsidiary Companies

Maintenance

(Dollars in millions)               1996       1995      1994

Revenue                          $ 6,981    $ 7,409   $ 7,222
Cost                               3,659      3,651     3,635
                                 -------    -------   -------
Gross profit                     $ 3,322    $ 3,758   $ 3,587
                                 -------    -------   -------
                                 -------    -------   -------
Gross profit margin                 47.6%      50.7%     49.7%

Maintenance revenue decreased 5.8 percent in 1996 from 1995, following an 
increase of 2.6 percent in 1995 from 1994. Gross profit dollars decreased 
11.6 percent, following an increase of 4.8 percent in 1995 from 1994. Revenue 
and gross profit margins in 1996 were lower due to continued price reductions.

Rentals and Financing

(Dollars in millions)               1996       1995      1994

Revenue                          $ 3,725    $ 3,560   $ 3,425
Cost                               1,624      1,590     1,384
                                 -------    -------   -------
Gross profit                     $ 2,101    $ 1,970   $ 2,041
                                 -------    -------   -------
                                 -------    -------   -------
Gross profit margin                 56.4%      55.4%     59.6%

Rentals and financing revenue increased 4.6 percent in 1996 from 1995, 
following an increase of 3.9 percent in 1995 over 1994. In both 1996 and 
1995, revenue increased as new originations of operating leases for high-end 
products outpaced the expiration of older leases. The mix of operating lease 
originations and hardware sales of these products remained constant year to 
year. Gross profit dollars increased 6.6 percent from 1995, following a 
decline of 3.4 percent in 1995 from 1994. The increase was primarily a result 
of higher margins on operating leases and lower interest rates. The decrease 
in 1995 was a reflection of both declining volumes and rental prices on 
high-end products. The financing results are discussed in more detail in note 
M, "Customer Financing," on pages 70 through 72.

                                         48.



                                                           MANAGEMENT DISCUSSION
            International Business Machines Corporation and Subsidiary Companies

OPERATING EXPENSES

(Dollars in millions)                               1996        1995*      1994

Selling, general and administrative             $ 16,854    $ 16,766   $ 15,916
Percentage of revenue                               22.2%       23.3%      24.8%

Research, development and engineering           $  4,654    $  4,170   $  4,363
Percentage of revenue                                6.1%        5.8%       6.8%

Purchased in-process research and development   $    435    $  1,840   $      -

*Reclassified to conform to 1996 presentation.

Selling, general and administrative (SG&A) expense remained essentially flat 
in 1996 compared to 1995. The company's shift towards investments in more 
variable based high-yield programs, such as advertising, business partner 
programs, expenditures associated with new acquisitions and investments and 
its continued focus on reducing fixed infrastructure costs yielded a 1.1 
point improvement in the expense to revenue ratio in 1996. The 1996 and 1995 
results included $ 669 million and $ 626 million, respectively, associated 
with infrastructure reductions. The 1995 results also included a one-time 
gain of $ 175 million due to the settlement of certain contractual 
obligations resulting from the 1994 FSC sale. The company continues to focus 
on productivity, reengineering, expense controls and prioritization of 
spending in order to maintain competitive expense to revenue levels.

Research, development and engineering expense increased 11.6 percent in 1996 
from 1995, following a decrease of 4.4 percent in 1995 from 1994. The 
increase in 1996 is primarily a result of the company's change in the 
software development process as discussed in the Software section on page 47. 
In addition, the on-going activities of Lotus and Tivoli are included in 1996 
results, as compared to 1995 which included only Lotus activity from July to 
December 1995.

Purchased in-process research and development in 1996 and 1995 was primarily 
associated with the Tivoli and Lotus acquisitions, respectively. 

Provision for Income Taxes

The provision for income taxes resulted in an effective tax rate of 37 
percent for 1996, as compared to the 1995 effective tax rate of 47 percent. 
Without the effect of expensing the purchased in-process research and 
development with no corresponding tax effect, the 1996 and 1995 effective tax 
rates would have been 35 percent and 38 percent, respectively. The reduction 
in the 1996 tax rate is due to the company's continued expansion into markets 
with lower effective tax rates, as well as the use of foreign tax credits to 
offset the tax effect of dividend repatriation from non-U.S. affiliates.

The company accounts for income taxes under Statement of Financial Accounting 
Standards (SFAS) 109, "Accounting for Income Taxes," which provides that a 
valuation allowance should be recognized to reduce the deferred tax asset to 
the amount that is more likely than not to be realized. In assessing the 
likelihood of realization, management considered estimates of future taxable 
income, which are based primarily on recent financial performance. 

                                         49.



MANAGEMENT DISCUSSION
International Business Machines Corporation and Subsidiary Companies

Fourth Quarter

For the quarter ended December 31, 1996, the company had revenue of $ 23.1 
billion, a 5.6 percent increase over the same period of 1995. Net earnings in 
the fourth quarter were $ 2,023 million ($ 3.93 per common share), compared 
to net earnings of $ 1,711 million ($ 3.09 per common share) in the fourth 
quarter of 1995. 

Fourth-quarter revenue increased in the United States, Asia-Pacific and Latin 
America, and declined in Canada. Specifically, revenue from the United States 
increased 12.1 percent year over year to $ 8.8 billion. Revenue from the 
company's Europe, Middle East, and Africa unit was $ 8.1 billion, essentially 
flat from 1995 to 1996. Asia-Pacific revenue grew 6.2 percent to $ 4.3 
billion, while revenue in Latin America was $ 1.1 billion, an increase of 3.9 
percent. Revenue from Canada declined 2.4 percent to $ .8 billion. 

Currency had an approximately 3 percentage point negative impact on the 
company's revenue results in the fourth quarter. This compares with an 
approximately 2 percentage point positive revenue effect in the fourth 
quarter of 1995. At constant currency in the fourth quarter of 1996, European 
revenue would have grown 3 percent and Asia-Pacific revenue would have 
increased 14 percent.

Hardware sales revenue was $ 11.7 billion, an increase of 1.7 percent 
compared to the fourth quarter of 1995. Personal computer revenue grew year 
over year in both commercial and consumer categories. AS/400, storage product 
and networking hardware revenue also increased. System/390 and OEM hardware 
revenue declined, while RISC System/6000 revenue was essentially flat. 

Services revenue was $ 5.0 billion, an increase of 22.3 percent compared to 
the fourth quarter of last year. This increase reflects the continued 
strength across the company's services categories, including managed 
operations of systems and networks, systems integration design and 
development and availability services.

Software revenue grew 3.9 percent year over year to $ 3.7 billion. The 
increase was driven by strong growth of Lotus and Tivoli distributed software 
products, offset by lower host-based computer software revenue.

Maintenance revenue decreased 5.8 percent from 1995's fourth quarter, due to 
continuing competitive pricing pressures. Rentals and financing grew 9.4 
percent from 1995's fourth quarter due to increased operating leases of 
high-end products.

The company's overall gross profit margin was 40.3 percent in the fourth 
quarter, compared to 41.7 percent in the same period of 1995. This decrease 
was a result of the continuing shift of revenue to lower margin offerings 
including services and personal systems.

Total expenses declined 2.3 percent year over year, while the 
expense-to-revenue ratio decreased from 29.8 percent to 27.8 percent. This 
decline reflects the continuing efforts to shift toward investments in more 
variable based spending programs and reductions in infrastructure 
expenditures.

                                         50.



                                                           MANAGEMENT DISCUSSION
            International Business Machines Corporation and Subsidiary Companies

Financial Condition

The company for the third consecutive year generated over $ 10 billion in 
cash flow from operations which funded significant investments in plant, 
rental machines and other property, strategic acquisitions, such as Tivoli 
and Object Technology International, Inc., as well as common share 
repurchases. The company ended 1996 with $ 8.1 billion in cash, up $ .4 
billion from year-end 1995.

The company has access to global funding sources. During 1996, the company 
issued debt in a variety of geographies to a diverse set of investors. 
Significant funding was issued in the United States, Japan and Europe. 
Funding was obtained across the range of debt maturities from short-term 
commercial paper to long-term debt. In December 1996, the company issued $ 
850 million of debt which matures in 100 years. More information about 
company debt is provided in note F, "Debt," on pages 64 and 65.

In December 1993, the company entered into a $ 10 billion committed global 
credit facility to enhance the liquidity of funds. This facility was amended 
in March 1996, and extended to March 2001. As of December 31, 1996, $ 9.4 
billion was unused and available.

At year-end 1996, the company had an outstanding balance of $ 1.1 billion of 
assets under management from the securitization of loans, leases and trade 
receivables, compared to the year-end 1995 level of $ 1.2 billion. The 
company retains access to additional funds through securitization, as 
discussed in note T, "Sale and Securitization of Receivables," on page 80.

The rating agencies continued their review of the company's debt. In December 
1996, Fitch Investors Service upgraded its credit ratings for the company and 
its rated subsidiaries' senior long-term debt to AA- from A+. Fitch also 
upgraded the company's preferred stock to A+ from A. They continue to rate 
commercial paper at F-1+.

In January 1997, Standard and Poor's revised its outlook on the company and 
its rated subsidiaries to positive from stable and affirmed its ratings of 
senior debt at A, commercial paper at A-1, and preferred stock at A-.

Moody's Investors Service rates the senior long-term debt of the company and 
its rated subsidiaries as A1, the commercial paper as Prime-1, and the 
company's preferred stock as "a1."

Duff & Phelps rates the company and its rated subsidiaries' senior long-term 
debt as A+, commercial paper as Duff 1, and the company's preferred stock as A.

                                         51.



MANAGEMENT DISCUSSION
International Business Machines Corporation and Subsidiary Companies

Cash Flows

The company's cash flows from operating, investing and financing activities 
as prescribed by generally accepted accounting principles and reflected in 
the Consolidated Statement of Cash Flows on page 58, are summarized in the 
following table:

(Dollars in millions)                                1996       1995      1994

Net cash provided from (used in):
  Operating activities                           $ 10,275   $ 10,708   $ 11,793
  Investing activities                             (5,723)    (5,052)    (3,426)
  Financing activities                             (3,952)    (6,384)    (6,412)
Effect of exchange rate changes
  on cash and cash equivalents                       (172)        65        106
                                                 --------   --------   --------
Net change in cash and cash equivalents          $    428   $   (663)  $  2,061
                                                 --------   --------   --------
                                                 --------   --------   --------
Working Capital

                                                         At December 31:

(Dollars in millions)                                1996               1995

Current assets                                   $ 40,695           $ 40,691
Current liabilities                                34,000             31,648
                                                 --------           --------
Working capital                                  $  6,695           $  9,043
                                                 --------           --------
                                                 --------           --------
Current ratio                                      1.20:1             1.29:1
                                                 --------           --------
                                                 --------           --------

The company continued to maintain a strong current ratio of 1.20 to 1. 
Current assets remained essentially flat due to aggressive inventory and 
accounts receivable management. The company's overall inventories declined $ 
 .5 billion driven primarily by inventory management process improvements, 
particularly in personal computers. While trade accounts receivable was 
essentially unchanged from December 31, 1995, collections improved, resulting 
in a nearly $ 1 billion reduction, which offset record fourth-quarter revenue.

Current liabilities were higher primarily due to increases in short-term debt 
associated with customer financing. Short-term borrowings were used to take 
advantage of generally more favorable interest rates.

Investments

The company's investments for plant, rental machines and other property were 
$ 5.9 billion for 1996, an increase of $ 1.1 billion from 1995. The increase 
reflects continued investment in the company's rapidly growing services 
business, particularly management of customers' information technology, as 
well as storage products and the advanced technology area of microelectronics.

In addition to software development expenses included in research, 
development and engineering, the company capitalized $ .3 billion of software 
costs during 1996 versus $ .8 billion capitalized in 1995. Amortization of 
capitalized software costs amounted to $ 1.4 billion for 1996, a decrease of 
$ .3 billion from 1995. 

Investments and sundry assets were $ 21.6 billion at the end of 1996, an 
increase of $ 1.0 billion from 1995, primarily the result of increases in 
prepaid pension assets, the company's investment in business alliances and 
goodwill associated with strategic acquisitions, primarily Tivoli. See note 
E, "Investments and Sundry Assets," on page 64 for additional information.

                                         52.



                                                           MANAGEMENT DISCUSSION
            International Business Machines Corporation and Subsidiary Companies

Debt and Equity 

(Dollars in millions)                                1996       1995

"Core" debt                                      $  2,202   $  1,907
Customer financing debt                            20,627     19,722
                                                 --------   --------
Total debt                                       $ 22,829   $ 21,629
                                                 --------   --------
                                                 --------   --------
Stockholders' equity                             $ 21,628   $ 22,423
                                                 --------   --------
                                                 --------   --------
Debt/capitalization                                  51.4%      49.1%
"Core" debt/capitalization                           10.7%       8.5%
Customer financing debt/equity                      6.3:1      6.3:1

Total debt increased $ 1.2 billion from year-end 1995, driven by an increase 
of $ .9 billion in debt to support the growth in customer financing assets 
and $ .3 billion in "core" debt. The company's "core" debt to capitalization 
ratio is at a conservative 10.7 percent and the customer financing debt to 
equity has been maintained at 6.3 to 1. 

Stockholders' equity declined 3.5 percent to $ 21.6 billion from December 31, 
1995. The company's strong net earnings were reduced by the company's 
significant common share repurchases, dividend payments and the stronger 
dollar effect on the company's foreign net assets. See page 59, "Consolidated 
Statement of Stockholders' Equity," for additional information.

Currency Rate Fluctuations

Since approximately 84 percent of the company's non-U.S. revenue was derived 
from affiliates operating in local currency environments, the company's 
results are affected by changes in the relative values of non-U.S. currencies 
to the U.S. dollar. Worldwide currencies weakened versus the U.S. dollar in 
1996, which resulted in assets and liabilities denominated in local 
currencies being translated into fewer dollars. The currency rate changes 
also resulted in an unfavorable impact on revenue of approximately 3 percent 
in 1996, compared to a favorable impact in 1995 and 1994 of 4 percent and 2 
percent, respectively.

In high-inflation environments, primarily parts of Latin America, translation 
adjustments are reflected in period income, as required by SFAS 52, "Foreign 
Currency Translation." Generally, the company minimizes currency risk in 
these countries by linking prices and contracts to U.S. dollars, by financing 
operations locally and through foreign currency hedge contracts.

The company uses a variety of financial hedging instruments to minimize 
currency risks related to customer financing transactions and the 
repatriation of dividends and royalties. Further discussion on currency and 
hedging appears in note U, "Financial Instruments," on pages 80 through 82.

                                         53.



MANAGEMENT DISCUSSION
International Business Machines Corporation and Subsidiary Companies

Financing Risks

Customer financing is an integral part of the company's total worldwide 
offerings. Financial results of customer financing can be found in note M, 
"Customer Financing," on pages 70 through 72. Inherent in customer financing 
are certain risks: credit, interest rate, currency and residual value. The 
company manages credit risk through comprehensive credit evaluations and 
pricing practices. To manage the risks associated with an uncertain interest 
rate environment, the company pursues a funding strategy of substantially 
matching the terms of its debt with the terms of its assets. Currency risks 
are managed by denominating liabilities in the same currency as the assets. 

Residual value risk is managed by developing projections of future equipment 
values at lease inception, reevaluating these projections periodically, and 
effectively deploying remarketing capabilities to recover residual values and 
potentially earn a profit. In 1996 and 1995, the remarketing effort generated 
profits. The following table depicts an approximation of the unguaranteed 
residual value maturities for the company's sales-type leases, as well as a 
projection of net book value of operating leases at the end of the lease 
terms as of December 31, 1994, 1995 and 1996. The following table excludes 
approximately $ 50 million of estimated residual value associated with 
non-information technology equipment.




                                   Total               Run Out of 1996 Residual Value Balance
                         -------------------------     --------------------------------------

(Dollars in millions)     1994      1995      1996      1997      1998      1999     2000 and
                                                                                      beyond 

                                                                
Sales-type leases        $ 535     $ 470     $ 471     $ 130     $ 155     $ 160         $ 26
Operating leases           140       295       480       160       165       140           15
                         -----     -----     -----     -----     -----     -----         ----
Total residual value     $ 675     $ 765     $ 951     $ 290     $ 320     $ 300         $ 41
                         -----     -----     -----     -----     -----     -----         ----
                         -----     -----     -----     -----     -----     -----         ----



Acquisitions and Divestitures

On March 1, 1996, the company acquired all outstanding shares of Tivoli for 
approximately $ 800 million ($ 716 million in net cash). On July 5, 1995, the 
company acquired all outstanding shares of Lotus for approximately $ 3.2 
billion ($ 2.9 billion in net cash). The company engaged a nationally 
recognized, independent appraisal firm to express an opinion on the fair 
market value of the assets of each of the acquisitions to serve as a basis 
for allocation of the purchase price to the various classes of assets. The 
company allocated the total purchase prices as follows:




                                                                       1996           1995
(Dollars in millions)                                                Tivoli          Lotus

                                                                                 
Tangible and intangible net assets                                    $ 140        $ 1,157
Purchased in-process research and development                           417          1,840
Goodwill                                                                280            540
Deferred tax liabilities related to identifiable intangible assets      (37)          (291)
                                                                      -----        -------
Total                                                                 $ 800        $ 3,246
                                                                      -----        -------
                                                                      -----        -------



Purchased in-process research and development represented the value of 
software products still in the development stage and not considered to have
reached technological feasibility. 
                                         54.


                                                           MANAGEMENT DISCUSSION
            International Business Machines Corporation and Subsidiary Companies

In addition, the acquisition of Object Technology International, Inc., 
resulted in a valuation of purchased in-process research and development 
amounting to $ 18 million, bringing the total amount of purchased in-process 
research and development in 1996 to $ 435 million. In accordance with 
applicable accounting rules, the $ 435 million was expensed upon acquisition 
in the first quarter of 1996 and the $ 1,840 million was expensed upon 
acquisition in the third quarter of 1995.

The sale of FSC to Loral Corporation for $ 1.503 billion in cash had a 
closing date of March 1, 1994, and was effective January 1, 1994. This 
transaction resulted in an after-tax net gain of $ 248 million ($ .43 per 
common share) in the company's first-quarter 1994 results. In the fourth 
quarter of 1995, the company recorded a before-tax gain of $ 175 million due 
to the conclusion of contractual obligations between the company and Loral 
Corporation. 

Employees




                                                                     Percentage Changes
                                           1996      1995      1994  1996-95     1995-94

                                                                 
IBM/wholly owned subsidiaries           240,615   225,347   219,839      6.8         2.5
Less than wholly owned subsidiaries      28,033    26,868    23,200      4.3        15.8
Complementary                            37,000    38,000    35,000     (2.6)        8.6



As of December 31, 1996, employees of IBM and its wholly owned subsidiaries 
increased 15,268 from 1995 mainly due to hiring in high-growth areas of the 
business - services, personal computers and Lotus, as well as expansion in 
emerging geographic markets and acquisition of business entities such as 
Tivoli. 

The moderate growth in less than wholly owned subsidiaries was due primarily 
to investments in the company's growing worldwide services business, as well 
as in emerging geographic markets such as China.

The company's complementary work force comprises equivalent full-time 
employees hired under temporary, part-time and limited-term employment 
arrangements to meet specific business needs in a flexible and cost-effective 
manner.

                                         55.



CONSOLIDATED STATEMENT OF EARNINGS
International Business Machines Corporation and Subsidiary Companies

(Dollars in millions except per share amounts)




For the year ended December 31:                 Notes      1996        1995*       1994
                                                                  
Revenue:
Hardware sales                                         $ 36,316    $ 35,600    $ 32,344
Services                                                 15,873      12,714       9,715
Software                                                 13,052      12,657      11,346
Maintenance                                               6,981       7,409       7,222
Rentals and financing                             M       3,725       3,560       3,425
- ---------------------------------------------------------------------------------------
Total revenue                                            75,947      71,940      64,052
- ---------------------------------------------------------------------------------------
Cost:
Hardware sales                                           23,396      21,862      21,300
Services                                                 12,647      10,042       7,769
Software                                                  4,082       4,428       4,680
Maintenance                                               3,659       3,651       3,635
Rentals and financing                                     1,624       1,590       1,384
- ---------------------------------------------------------------------------------------
Total cost                                               45,408      41,573      38,768
- ---------------------------------------------------------------------------------------
Gross profit                                             30,539      30,367      25,284
- ---------------------------------------------------------------------------------------
Operating expenses:
Selling, general and administrative               H      16,854      16,766      15,916
Research, development and engineering             I       4,654       4,170       4,363
Purchased in-process research and development     I         435       1,840           -
- ---------------------------------------------------------------------------------------
Total operating expenses                                 21,943      22,776      20,279
- ---------------------------------------------------------------------------------------
Operating income                                          8,596       7,591       5,005
Other income, principally interest                          707         947       1,377
Interest expense                                  J         716         725       1,227
- ---------------------------------------------------------------------------------------
Earnings before income taxes                              8,587       7,813       5,155
Provision for income taxes                        G       3,158       3,635       2,134
- ---------------------------------------------------------------------------------------
Net earnings                                              5,429       4,178       3,021
Preferred stock dividends and transaction costs              20          62          84
- ---------------------------------------------------------------------------------------
Net earnings applicable
      to common shareholders                           $  5,409    $  4,116    $  2,937
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------

Net earnings per share of common stock                 $  10.24    $   7.23    $   5.02
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
Average number of common shares outstanding:
1996 - 528,352,094; 1995 - 569,384,029; 1994 - 584,958,699



*Reclassified to conform to 1996 presentation. 

The notes on pages 60 through 85 are an integral part of this statement.

                                         56.



                                    CONSOLIDATED STATEMENT OF FINANCIAL POSITION
            International Business Machines Corporation and Subsidiary Companies




(Dollars in millions)

At December 31:                                                    Notes        1996        1995

                                                                             
Assets 
Current assets:
Cash and cash equivalents                                                  $   7,687   $   7,259
Marketable securities                                                U           450         442
Notes and accounts receivable - trade, net of allowances                      16,515      16,450
Sales-type leases receivable                                                   5,721       5,961
Other accounts receivable                                                        931         991
Inventories                                                          C         5,870       6,323
Prepaid expenses and other current assets                                      3,521       3,265
- ------------------------------------------------------------------------------------------------
Total current assets                                                          40,695      40,691
- ------------------------------------------------------------------------------------------------
Plant, rental machines and other property                            D        41,893      43,981
Less: Accumulated depreciation                                                24,486      27,402
- ------------------------------------------------------------------------------------------------
Plant, rental machines and other property - net                               17,407      16,579
- ------------------------------------------------------------------------------------------------
Software, less accumulated amortization 
  (1996, $ 12,199; 1995, $ 11,276)                                             1,435       2,419
Investments and sundry assets                                        E        21,595      20,603
- ------------------------------------------------------------------------------------------------
Total assets                                                               $  81,132   $  80,292
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity 
Current liabilities:
Taxes                                                                      $   3,029   $   2,634
Short-term debt                                                      F        12,957      11,569
Accounts payable                                                               4,767       4,511
Compensation and benefits                                                      2,950       2,914
Deferred income                                                                3,640       3,469
Other accrued expenses and liabilities                                         6,657       6,551
- ------------------------------------------------------------------------------------------------
Total current liabilities                                                     34,000      31,648
- ------------------------------------------------------------------------------------------------
Long-term debt                                                       F         9,872      10,060
Other liabilities                                                    K        14,005      14,354
Deferred income taxes                                                G         1,627       1,807
- ------------------------------------------------------------------------------------------------
Total liabilities                                                             59,504      57,869
- ------------------------------------------------------------------------------------------------
Contingencies                                                        L 
Stockholders' equity:
Preferred stock, par value $.01 per share - 
  shares authorized: 150,000,000
  shares issued: 1996 - 2,610,711; 1995 - 2,610,711                  P           253         253
Common stock, par value $1.25 per share - 
  shares authorized: 750,000,000      
  shares issued: 1996 - 509,070,542; 1995 - 548,199,013            P&V         7,752       7,488
Retained earnings                                                             11,189      11,630 
Translation adjustments                                                        2,401       3,036
Treasury stock, at cost (shares: 1996 - 1,089,533; 1995 - 424,583)              (135)        (41)
Net unrealized gain on marketable securities                                     168          57
- ------------------------------------------------------------------------------------------------
Total stockholders' equity                                                    21,628      22,423
- ------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity                                 $  81,132   $  80,292
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------

The notes on pages 60 through 85 are an integral part of this statement. 


                                         57.



CONSOLIDATED STATEMENT OF CASH FLOWS
International Business Machines Corporation and Subsidiary Companies

(Dollars in millions)




For the year ended December 31:                                 1996       1995        1994

                                                                         
Cash flow from operating activities:
Net earnings                                                $  5,429   $  4,178    $  3,021
Adjustments to reconcile net earnings to cash 
  provided from operating activities:
Depreciation                                                   3,676      3,955       4,197
Amortization of software                                       1,336      1,647       2,098
Effect of restructuring charges                               (1,491)    (2,119)     (2,772)
Purchased in-process research and development                    435      1,840           - 
Deferred income taxes                                             11      1,392         825
Gain on disposition of fixed and other assets                   (300)      (339)        (11)
Other changes that (used) provided cash:
  Receivables                                                   (650)      (530)        653
  Inventories                                                    196        107       1,518
  Other assets                                                  (980)    (1,100)        187
  Accounts payable                                               319        659         305
  Other liabilities                                            2,294      1,018       1,772
- -------------------------------------------------------------------------------------------
Net cash provided from operating activities                   10,275     10,708      11,793
- -------------------------------------------------------------------------------------------
Cash flow from investing activities:
Payments for plant, rental machines and other property        (5,883)    (4,744)     (3,078)
Proceeds from disposition of plant, rental machines
  and other property                                           1,314      1,561         900
Acquisition of Lotus Development Corporation - net                 -     (2,880)          -
Acquisition of Tivoli Systems, Inc. - net                       (716)         -           - 
Investment in software                                          (295)      (823)     (1,361)
Purchases of marketable securities and other investments      (1,613)    (1,315)     (3,866)
Proceeds from marketable securities and other investments      1,470      3,149       2,476
Proceeds from the sale of Federal Systems Company                  -          -       1,503
- -------------------------------------------------------------------------------------------
Net cash used in investing activities                         (5,723)    (5,052)     (3,426)
- -------------------------------------------------------------------------------------------
Cash flow from financing activities:
Proceeds from new debt                                         7,670      6,636       5,335
Short-term borrowings less than 90 days - net                   (919)     2,557      (1,948)
Payments to settle debt                                       (4,992)    (9,460)     (9,445)
Preferred stock transactions - net                                 -       (870)        (10)
Common stock transactions - net                               (5,005)    (4,656)        318
Cash dividends paid                                             (706)      (591)       (662)
- -------------------------------------------------------------------------------------------
Net cash used in financing activities                         (3,952)    (6,384)     (6,412)
- -------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash and
  cash equivalents                                              (172)        65         106
- -------------------------------------------------------------------------------------------
Net change in cash and cash equivalents                          428       (663)      2,061
Cash and cash equivalents at January 1                         7,259      7,922       5,861
- -------------------------------------------------------------------------------------------
Cash and cash equivalents at December 31                    $  7,687   $  7,259    $  7,922
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
Supplemental data:
Cash paid during the year for:
Income taxes                                                $  2,229   $  1,453    $    649
Interest                                                    $  1,563   $  1,720    $  2,132
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------

The notes on pages 60 through 85 are an integral part of this statement.



                                         58.



                                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
            International Business Machines Corporation and Subsidiary Companies




                                                                                                            Net
(Dollars in millions)                                                                                    Unrealized
                                                                                                           Gain on
                                               Preferred   Common    Retained    Translation  Treasury   Marketable
                                                   Stock    Stock    Earnings    Adjustments     Stock   Securities      Total

                                                                                                 
1994
Stockholders' equity, January 1, 1994            $ 1,091  $ 6,980    $ 10,009        $ 1,658    $    -      $     -   $ 19,738
Net earnings                                                            3,021                                            3,021
Cash dividends declared - common stock                                   (585)                                            (585)
Cash dividends declared - preferred stock                                 (84)                                             (84)
Preferred stock purchased and retired
  (105,000 shares)                                   (10)                                                                  (10)
Common stock issued under employee 
  plans (6,120,255 shares)                                    318                                                          318
Common stock issued to U.S. pension 
  plan fund (671,030 shares)                                   39                                                           39
Purchases (1,401,740 shares) and sales
  (934,919 shares) of treasury stock       
  under employee plans - net                                               (9)                     (34)                    (43)
Tax reductions - employee plans                                 5                                                            5
Other                                                                                  1,014                             1,014
- ------------------------------------------------------------------------------------------------------------------------------
Stockholders' equity, December 31, 1994            1,081    7,342      12,352          2,672       (34)           -     23,413

1995
Net earnings                                                            4,178                                            4,178
Cash dividends declared - common stock                                   (572)                                            (572)
Cash dividends declared - preferred stock                                 (20)                                             (20)
Common stock purchased and retired
  (50,906,300 shares)                                        (655)     (4,209)                                          (4,864)
Preferred stock purchased and retired
  (8,534,289 shares)                                (828)                 (42)                                            (870)
Common stock issued under employee 
  plans (4,271,948 shares)                                    279                                                          279
Purchases (4,662,047 shares) and sales
  (4,706,964 shares) of treasury stock
  under employee plans - net                                              (57)                      (7)                    (64)
Conversion of debentures (6,653,121 shares)                   471                                                          471
Tax reductions - employee plans                                51                                                           51
Other                                                                                    364                     57        421
- ------------------------------------------------------------------------------------------------------------------------------
Stockholders' equity, December 31, 1995              253    7,488      11,630          3,036       (41)          57     22,423

1996
Net earnings                                                            5,429                                            5,429
Cash dividends declared - common stock                                   (686)                                            (686)
Cash dividends declared - preferred stock                                 (20)                                             (20)
Common stock purchased and retired
  (48,975,700 shares)                                        (710)     (5,046)                                          (5,756)
Common stock issued under employee 
  plans (9,847,229 shares)                                    811         (13)                                             798
Purchases (4,457,166 shares) and sales
  (3,792,216 shares) of treasury stock
  under employee plans - net                                             (105)                     (94)                   (199)
Tax reductions - employee plans                               163                                                          163
Other                                                                                   (635)                   111       (524)
- ------------------------------------------------------------------------------------------------------------------------------
Stockholders' equity, December 31, 1996          $   253  $ 7,752    $ 11,189        $ 2,401    $ (135)     $   168   $ 21,628
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------



The notes on pages 60 through 85 are an integral part of this statement.


                                         59.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
International Business Machines Corporation and Subsidiary Companies

A  Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of International 
Business Machines Corporation and its majority owned subsidiary companies. 
Investments in business entities in which IBM does not have control, but has 
the ability to exercise significant influence over operating and financial 
policies (generally 20-50 percent ownership), are accounted for by the equity 
method. Other investments are accounted for by the cost method. 

Use of Estimates

The preparation of financial statements in conformity with generally accepted 
accounting principles requires management to make estimates and assumptions 
that affect the amounts reported in the consolidated financial statements and 
accompanying disclosures. Although these estimates are based on management's 
best knowledge of current events and actions the company may undertake in the 
future, actual results ultimately may differ from the estimates.

Revenue

Revenue from hardware sales or sales-type leases is recognized when the 
product is shipped. Revenue from one-time-charge licensed software is 
recognized when the program is shipped with an appropriate deferral for 
post-contract customer support. This deferral is earned over the support 
period. Revenue from monthly software licenses is recognized as license fees 
accrue; from maintenance and services over the contractual period or as the 
services are performed; from rentals and operating leases, monthly as the 
fees accrue; and from financing at level rates of return over the term of the 
lease or receivable. Revenue is reduced for estimated customer returns and 
allowances. 

Income Taxes

Income tax expense is based on reported earnings before income taxes. 
Deferred income taxes reflect the impact of temporary differences between 
assets and liabilities recognized for financial reporting purposes and such 
amounts recognized for tax purposes. In accordance with SFAS 109, "Accounting 
for Income Taxes," these deferred taxes are measured by applying currently 
enacted tax laws. 

Translation of Non-U.S. Currency Amounts

Assets and liabilities of non-U.S. subsidiaries that operate in a local 
currency environment are translated to U.S. dollars at year-end exchange 
rates. Income and expense items are translated at average rates of exchange 
prevailing during the year. Translation adjustments are accumulated in a 
separate component of stockholders' equity. Inventories and plant, rental 
machines and other non-monetary assets and liabilities of non-U.S. 
subsidiaries and branches that operate in U.S. dollars, or whose economic 
environment is highly inflationary, are translated at approximate exchange 
rates prevailing when acquired. All other assets and liabilities are 
translated at year-end exchange rates. Inventories charged to cost of sales 
and depreciation are translated at historical exchange rates. All other 
income and expense items are translated at average rates of exchange 
prevailing during the year. Gains and losses that result from translation are 
included in earnings.

                                         60.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            International Business Machines Corporation and Subsidiary Companies

Financial Instruments

In the normal course of business, the company enters into a variety of 
derivative financial instruments solely for the purpose of currency exchange 
rate and interest rate risk management. Refer to note U, "Financial 
Instruments," on pages 80 though 82 for descriptions of these financial 
instruments, including the methods used to account for them.

In assessing the fair value of its financial instruments, both derivative and 
non-derivative, the company uses a variety of methods and assumptions, which 
are based on market conditions and risks existing at each balance sheet date. 
Quoted market prices or dealer quotes for the same or similar instrument were 
used for the majority of marketable securities, long-term investments and 
long-term debt. Other techniques, such as option pricing models, estimated 
discounted value of future cash flows, replacement cost and termination cost, 
have been used to determine fair value for the remaining financial 
instruments. These values represent a general approximation of possible value 
and may never actually be realized.

Cash Equivalents

All highly liquid investments with a maturity of three months or less at date 
of purchase are carried at fair value and considered to be cash equivalents.

Inventories

Raw materials, work in process and finished goods are stated at the lower of 
average cost or market.

Depreciation

Plant, rental machines and other property are carried at cost, and 
depreciated over their estimated useful lives using the straight-line method.

Software

Costs related to the conceptual formulation and design of licensed programs 
are expensed as research and development. Costs incurred subsequent to 
establishment of technological feasibility to produce the finished product 
are capitalized. The annual amortization of the capitalized amounts is the 
greater of the amount computed based on the estimated revenue distribution 
over the products' revenue-producing lives, or the straight-line method, and 
is applied over periods ranging up to four years. Periodic reviews are 
performed to ensure that unamortized program costs remain recoverable from 
future revenue. Costs to support or service licensed programs are charged 
against income as incurred, or when related revenue is recognized, whichever 
occurs first.

Retirement Plans and Nonpension Postretirement Benefits

Current service costs of retirement plans and postretirement healthcare and 
life insurance benefits are accrued in the period. Prior service costs 
resulting from amendments to the plans are amortized over the average 
remaining service period of employees expected to receive benefits. 

                                          61



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
International Business Machines Corporation and Subsidiary Companies

Goodwill

Goodwill is charged to earnings on a straight-line basis over the periods 
estimated to be benefited, currently not exceeding five years.

Common Stock

Common stock refers to the $ 1.25 par value capital stock as designated in 
the company's Certificate of Incorporation. Net earnings per common share 
amount is computed by dividing earnings after deduction of preferred stock 
dividends and transaction costs by the average number of common shares 
outstanding in the period.

B  Accounting Changes

The company implemented new accounting standards in 1996, 1995 and 1994. None 
of these standards had a material effect on the financial position or results 
of operations of the company.

In 1996, the company adopted the American Institute of Certified Public 
Accountants Statement of Position (SOP) 96-1, "Environmental Remediation 
Liabilities." This SOP provides authoritative guidance on the recognition, 
measurement, display and disclosure  of environmental remediation liabilities.

In 1996, the company implemented the disclosure-only provisions of SFAS 123, 
"Accounting for Stock-Based Compensation." See note O, "Stock-Based 
Compensation Plans," on pages 73 through 75 for further information.

In June 1996, the Financial Accounting Standards Board issued SFAS 125, 
"Accounting for Transfers and Servicing of Financial Assets and 
Extinguishments of Liabilities." This standard provides accounting and 
reporting standards for transfers and servicing of financial assets and 
extinguishments of liabilities. While the standard requires implementation in 
1997, the company is already generally in compliance.

Effective January 1, 1995, the company implemented SFAS 114, "Accounting by 
Creditors for Impairment of a Loan," and SFAS 118, "Accounting by Creditors 
for Impairment of a Loan - Income Recognition and Disclosures." These 
standards prescribe impairment measurements and reporting related to certain 
loans.

The company implemented SFAS 116, "Accounting for Contributions Received and 
Contributions Made," effective January 1, 1995. This standard requires that 
the fair value of contributions, including unconditional promises to give, be 
recognized as expense in the period made.

In 1995, the company implemented SFAS 121, "Accounting for the Impairment of 
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." This standard 
prescribes the method for asset impairment evaluation for long-lived assets 
and certain identifiable intangibles that are either held and used or to be 
disposed of. The company was generally in conformance with this standard 
prior to adoption.

                                         62.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            International Business Machines Corporation and Subsidiary Companies

In 1995, the company adopted the American Institute of Certified Public 
Accountants SOP 93-7, "Reporting on Advertising Costs." This SOP provides 
guidance on financial reporting of advertising costs in annual financial 
statements. The company was generally in conformance with this SOP prior to 
adoption. See note H, "Selling and Advertising," on page 68 for additional 
disclosure on advertising expenses.

Effective January 1, 1994, the company implemented SFAS 115, "Accounting for 
Certain Investments in Debt and Equity Securities." This standard addresses 
the accounting and reporting for investments in equity securities that have 
readily determinable fair values and for all investments in debt securities. 
See note U, "Financial Instruments," on pages 80 though 82 for further 
information.

C  Inventories 
      
                                                           At December 31:
(Dollars in millions)                                  1996               1995
Finished goods                                     $  1,413           $  1,241
Work in process                                       4,377              4,990
Raw materials                                            80                 92
                                                   --------           --------
Total                                              $  5,870           $  6,323
                                                   --------           --------
                                                   --------           --------

D  Plant, Rental Machines and Other Property 
                                                           At December 31:

(Dollars in millions)                                  1996               1995

Land and land improvements                         $  1,208           $  1,348
Buildings                                            12,073             12,653
Plant, laboratory and office equipment               24,824             26,658
                                                   --------           --------
                                                     38,105             40,659
Less: Accumulated depreciation                       22,935             25,604
                                                   --------           --------
                                                     15,170             15,055

Rental machines                                       3,788              3,322
Less: Accumulated depreciation                        1,551              1,798
                                                   --------           --------
                                                      2,237              1,524

Total                                              $ 17,407           $ 16,579
                                                   --------           --------
                                                   --------           --------


                                         63.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
International Business Machines Corporation and Subsidiary Companies

E  Investments and Sundry Assets 
                                                           At December 31:

(Dollars in millions)                                  1996               1995
Net investment in sales-type leases*               $ 13,345           $ 14,007
Less: Current portion - net                           5,721              5,961
                                                   --------           --------
                                                      7,624              8,046
Deferred taxes                                        3,246              3,376
Prepaid pension cost                                  3,324              2,535
Non-current customer loan receivables                 2,622              2,390
Installment payment receivables                         830                844
Investments in business alliances                       884                509
Goodwill, less accumulated amortization
  (1996, $ 1,300; 1995, $ 913)                        1,067                870
Other investments and sundry assets                   1,998              2,033
                                                   --------           --------
Total                                              $ 21,595           $ 20,603
                                                   --------           --------
                                                   --------           --------

*These leases relate principally to IBM equipment and are generally for terms 
ranging from three to five years. Net investment in sales-type leases 
includes unguaranteed residual values of approximately $471 million and $470 
million at December 31, 1996 and 1995, respectively, and is reflected net of 
unearned income at these dates of approximately $2,000 million and $2,100 
million, respectively. Scheduled maturities of minimum lease payments 
outstanding at December 31, 1996, expressed as a percentage of the total, are 
approximately as follows: 1997, 47 percent; 1998, 30 percent; 1999, 16 
percent; 2000, 5 percent; and 2001 and beyond, 2 percent.

F  Debt

Short-term debt 

                                                           At December 31:

(Dollars in millions)                                  1996               1995

Commercial paper                                   $  6,069           $  4,933
Short-term loans                                      3,966              3,755
Long-term debt: Current maturities                    2,922              2,881
                                                   --------           --------
Total                                              $ 12,957           $ 11,569
                                                   --------           --------
                                                   --------           --------
       

The weighted-average interest rates for commercial paper at December 31, 1996 
and 1995, were approximately 5.6 percent and 5.7 percent, respectively. 

The weighted-average interest rates for short-term loans at December 31, 1996 
and 1995, were approximately 5.7 percent and 6.6 percent, respectively. 

                                         64.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            International Business Machines Corporation and Subsidiary Companies

Long-term debt  
                                                            At December 31:
(Dollars in millions)                      Maturities      1996         1995

U.S. Dollars:
Debentures:
7%                                            2025      $    600      $   600
7%                                            2045           150          150
7-1/8%                                        2096           850            -
7-1/2%                                        2013           550          550
8-3/8%                                        2019           750          750
Notes:
5-1/2% to 7-1/2%                         1997-2002         3,025        3,025
7-1/2% to 9-1/2%                         1997-2000           174          186
Medium-term note program: 6.0% average   1997-2009         1,851        1,730
Other U.S. dollars: 5.9% to 8.9%         1997-2012           330          416
                                                        --------      -------
                                                           8,280        7,407
Other currencies (average interest rate 
  at December 31, 1996, in parentheses):
Japanese yen (2.8%)                      1997-2014         4,028        4,149
Swiss francs                                  1996             -           43
Canadian dollars (11.0%)                 1997-1999             5          431
French francs (10.1%)                    1997-2002           282          358
Australian dollars (6.7%)                1997-1998            44          320
Other (11.6%)                            1996-2017           188          256
                                                        --------      -------
                                                          12,827       12,964
Less: Net unamortized discount                                33           23
                                                        --------      -------
                                                          12,794       12,941
Less: Current maturities                                   2,922        2,881
                                                        --------      -------
Total                                                   $  9,872      $10,060
                                                        --------      -------
                                                        --------      -------

Annual maturities in millions of dollars on long-term debt outstanding at 
December 31, 1996, are as follows: 1997, $2,922; 1998, $1,462; 1999, $1,469;
2000, $2,478; 2001, $386; 2002 and beyond, $4,110.

                                         65.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
International Business Machines Corporation and Subsidiary Companies

G     Taxes

(Dollars in millions)                                  1996     1995      1994

For the year ended December 31:
Earnings before income taxes:
U.S. operations                                    $  3,025  $  2,149   $  1,574
Non-U.S. operations                                   5,562     5,664      3,581
                                                   --------  --------   --------
                                                   $  8,587  $  7,813   $  5,155
                                                   --------  --------   --------
                                                   --------  --------   --------
The provision for income taxes by geographic 
  operations is as follows:
U.S. operations                                    $  1,137  $  1,538   $    654
Non-U.S. operations                                   2,021     2,097      1,480
                                                   --------  --------   --------
Total provision for income taxes                   $  3,158  $  3,635   $  2,134
                                                   --------  --------   --------
                                                   --------  --------   --------
The components of the provision for income 
  taxes by taxing jurisdiction are as follows:
U.S. federal:
Current                                            $    727  $     85   $     49
Deferred                                                 83     1,075         74
                                                   --------  --------   --------
                                                        810     1,160        123
U.S. state and local:
Current                                                 158        65         68
Deferred                                               (353)        -          -
                                                   --------  --------   --------
                                                       (195)       65         68
Non-U.S.:
Current                                               2,262     2,093      1,192
Deferred                                                281       317        751
                                                   --------  --------   --------
                                                      2,543     2,410      1,943
                                                   --------  --------   --------
       
Total provision for income taxes                      3,158     3,635      2,134
Social security, real estate, personal property 
  and other taxes                                     2,584     2,566      2,465
                                                   --------  --------   --------
Total taxes                                        $  5,742  $  6,201   $  4,599
                                                   --------  --------   --------
                                                   --------  --------   --------

The effect of tax law changes on deferred tax assets and liabilities did not 
have a significant impact on the company's effective tax rate. 


                                         66.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            International Business Machines Corporation and Subsidiary Companies

The significant components of activities that gave rise to deferred tax 
assets and liabilities included on the balance sheet were as follows:

Deferred Tax Assets
                                             At December 31:
(Dollars in millions)                          1996       1995*

Employee benefits                          $  3,554   $  3,374
Capitalized research and development          1,478      1,772
Restructuring charges                         1,323      2,003
Asset impairments                             1,304      1,424
Alternative minimum tax credits               1,016        859
Deferred income                                 993        306
General business credits                        452        452
Foreign tax loss carryforwards                  368        303
Equity alliances                                340        407
Intracompany sales and services                 194        325
State and local tax loss carryforwards          166        236
Depreciation                                    123        172
Foreign tax credits                               -      1,183
Other                                         2,411      2,463
                                           --------   --------
Gross deferred tax assets                    13,722     15,279
Less: Valuation allowance                     2,239      3,868
                                           --------   --------
Net deferred tax assets                    $ 11,483   $ 11,411
                                           --------   --------
                                           --------   --------
Deferred Tax Liabilities
Sales-type leases                          $  3,126   $  2,898
Retirement benefits                           1,967      1,919
Depreciation                                  1,702      1,787
Software costs deferred                         648        967
Other                                         1,465      1,320
                                           --------   --------
Gross deferred tax liabilities             $  8,908   $  8,891
                                           --------   --------
                                           --------   --------

*Reclassified to conform to 1996 presentation.

The estimated reversal periods for the largest deductible temporary 
differences are: Employee benefits - 1 to 30 years; Capitalized research and 
development - 1 to 7 years; Restructuring - 1 to 5 years. 

The valuation allowance applies to U.S. federal tax credits, state and local 
net deferred tax assets and net operating loss carryforwards, and net 
operating losses in certain foreign jurisdictions that may expire before the 
company can utilize them. The net change in the total valuation allowance for 
the year ended December 31, 1996, was principally due to the use of available 
foreign tax credits in conjunction with the repatriation of dividends from 
foreign subsidiaries and any resulting benefit in the current year was 
substantially reduced by the additional tax cost associated with the dividend 
repatriation. It is reasonably possible that the deferred tax asset valuation 
allowance could continue to decrease in the near term, depending on the 
company's ability to generate sufficient taxable income in multiple tax 
jurisdictions.


                                         67.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
International Business Machines Corporation and Subsidiary Companies

The consolidated effective income tax rate was 37 percent in 1996, 47 percent 
in 1995 and 41 percent in 1994.

A reconciliation of the company's effective tax rate to the statutory U.S. 
federal tax rate is as follows:

For the year ended December 31:                    1996      1995      1994

Statutory rate                                      35%       35%       35%
Foreign tax differential                             2         2         5
State and local                                      1         1         1
U.S. valuation allowance                            (6)       (2)        -
Other                                                3         2         -
                                                  ----      ----      ----
Effective rate before purchased in-process
   research and development                         35%       38%       41%
Purchased in-process research and development        2         9         -
                                                  ----      ----      ----
Effective rate                                      37%       47%       41%


For tax return purposes, the company has available tax credit carryforwards 
of approximately $ 1,673 million, of which $ 1,016 million have an indefinite 
carryforward period, $ 184 million expire in 1999 and the remainder 
thereafter. The company also has state and local and foreign tax loss 
carryforwards, the tax effect of which is $ 534 million. Most of these 
carryforwards have an indefinite carryforward period.

Undistributed earnings of non-U.S. subsidiaries included in consolidated 
retained earnings amounted to $ 12,111 million at December 31, 1996, $ 12,565 
million at December 31, 1995 and $ 11,280 million at December 31, 1994. These 
earnings, which reflect full provision for non-U.S. income taxes, are 
indefinitely reinvested in non-U.S. operations or will be remitted 
substantially free of additional tax. 

H Selling and Advertising

Selling and advertising expenses are charged against income as incurred. 
Advertising and promotional expense included in SG&A expense amounted to $ 
1,569 million, $ 1,315 million and $ 977 million in 1996, 1995 and 1994, 
respectively. 

I Research, Development and Engineering 

Research, development and engineering expenses amounted to $ 4,654 million in 
1996, $ 4,170 million in 1995 and $ 4,363 million in 1994. Expenditures for 
product-related engineering included in these amounts were $ 720 million, $ 
783 million and $ 981 million in 1996, 1995 and 1994, respectively. 

Expenditures of $ 3,934 million in 1996, $ 3,387 million in 1995 and $ 3,382 
million in 1994 were made for research and development activities covering 
basic scientific research and the application of scientific advances to the 
development of new and improved products and their uses. Of these amounts, 
software-related activities were $ 1,726 million, $ 1,157 million and $ 793 
million in 1996, 1995 and 1994, respectively. 

Purchased in-process research and development was $ 435 million and $ 1,840 
million, for 1996 and 1995, respectively.


                                         68.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            International Business Machines Corporation and Subsidiary Companies

J Interest on Debt

Interest paid and accrued on borrowings of the company and its subsidiaries 
amounted to $ 1,565 million in 1996, $ 1,600 million in 1995 and $ 2,006 
million in 1994. Of these amounts, $ 31 million in 1996, $ 23 million in 1995 
and $ 20 million in 1994 were capitalized. The remainder was charged to cost 
of rentals and financing, and interest expense. The year-to-year decrease in 
interest expense was primarily a result of lower average interest rates which 
were 7.0 percent, 7.2 percent and 8.0 percent in 1996, 1995 and 1994, 
respectively. 

K Other Liabilities and Environmental

Other liabilities consists principally of accruals for nonpension 
postretirement benefits for U.S. employees and indemnity and retirement plan 
reserves for non-U.S. employees. More detailed discussion of these 
liabilities appears in note R, "Nonpension Postretirement Benefits," on pages 
78 and 79, and note Q, "Retirement Plans," on pages 76 through 78. In 
addition, accruals associated with prior year infrastructure reduction 
actions amounted to $ 2.8 billion at December 31, 1996.

In addition, the company continues to participate in environmental 
assessments and cleanups at a number of locations, including operating 
facilities, previously owned facilities and Superfund sites. The company 
accrues for all known environmental liabilities for remediation cost when a 
cleanup program becomes probable and costs can be reasonably estimated. 
Estimated environmental costs associated with post-closure activities, such 
as the removal and restoration of chemical storage facilities and monitoring, 
are accrued when the decision is made to close a facility. The amounts 
accrued, which do not reflect any insurance recoveries, were $ 244 million 
and $ 223 million at December 31, 1996 and 1995, respectively. 

The amounts accrued do not cover sites that are in the preliminary stages of 
investigation where neither the company's percentage of responsibility nor 
the extent of cleanup required has been identified. Also excluded is the cost 
of internal environmental protection programs that are primarily preventive 
in nature. Estimated environmental costs are not expected to materially 
impact the financial position or results of the company's operations in 
future periods. However, environmental cleanup periods are protracted in 
length, and environmental costs in future periods are subject to changes in 
environmental remediation regulations.

L Contingencies

On February 25, 1993, a consolidated and amended class action complaint was 
filed against the company in the United States District Court for the 
Southern District of New York alleging violations of Section 12 of the 
Securities Act of 1933 and Section 10 of the Securities Exchange Act of 1934. 
The complaint alleges, among other matters, that the company disseminated 
false and misleading statements concerning its financial condition and 
dividends during certain periods of 1992, as a result of which plaintiffs 
were injured in connection with their purchases of IBM stock during the 
period of September 30, 1992, through December 14, 1992. The plaintiffs seek 
money damages. On February 3, 1997, Judge Jed S. Rakoff issued an order 
granting the company's motion for summary judgment in this case in its 
entirety. The company does not believe that the ultimate outcome of this 
matter will have a material effect on its results of operations or its 
financial position.


                                         69.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
International Business Machines Corporation and Subsidiary Companies

M Customer Financing

The primary focus of IBM's worldwide customer financing offerings is to support
customers in their acquisitions of the company's  products and services. This
support is provided both by IBM and through its  financing subsidiaries, the
results of which are presented in this note in a  consistent manner.

The following schedules reflect the financial position, net earnings and cash 
flows for customer financing in comparison to the company's consolidated 
results with customer financing results reflected on an equity basis. This 
involves presenting within a single line item the investment and related 
return from customer financing as reflected in the company's consolidated 
financial statements. For the statement of financial position, customer 
financing's assets net of related liabilities, and after elimination of applic
able intracompany transactions, are shown separately as a single line item, 
Investment in customer financing. Eliminations primarily pertain to internal 
mark-ups to fair value on equipment held on operating leases. With respect to 
the statement of earnings, net earnings for customer financing before 
applicable taxes and after elimination of related intracompany transactions, 
are included in the line description, Other income. The provision for income 
taxes for customer financing is based on the statutory income tax rate of 
each country, calculated on a separate return basis. For the statement of 
cash flows, certain cash flow activities are reclassified to be consistent 
with the classification of such activities reflected in the company's 
Consolidated Statement of Cash Flows. Such reclassifications primarily 
pertain to cash flow activity related to financing receivables.

Because customer financing is different in nature from the company's 
manufacturing, development and services businesses, management believes that 
the aforementioned type of comparative disclosure enhances the understanding 
and analysis of the consolidated financial statements.


                                         70.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            International Business Machines Corporation and Subsidiary Companies

Statement of Financial Position 

                                                                   IBM with 
At December 31:                                               Customer Financing
                                      Customer Financing      on an Equity Basis

(Dollars in millions)                     1996     1995*       1996        1995*

Assets:
Cash and cash equivalents             $  1,433   $   808    $  6,254    $  6,451
Notes and accounts receivable                -         -      10,063      10,981
Net investment in capital leases        13,430    14,096           -           -
Working capital financing receivables    4,030     3,886           -           -
Loans receivable                         6,428     5,481           -           -
Inventories                                 98        87       5,788       6,252
Plant, rental machines and other
  property, net of accum. depreciation   3,988     2,924      15,229      15,101
Other assets                             2,386     1,564      15,010      14,501
Investment in customer financing             -         -       5,613       4,768
                                      --------   -------    --------    --------
Total assets                          $ 31,793   $28,846    $ 57,957    $ 58,054
                                      --------   -------    --------    --------
                                      --------   -------    --------    --------
Liabilities and stockholders' equity:
Taxes, accrued expenses and    
  other liabilities                   $  7,915   $ 5,992    $ 34,127    $ 33,724
Debt                                    20,627    19,722       2,202       1,907
                                      --------   -------    --------    --------
Total liabilities                       28,542    25,714      36,329      35,631
Stockholders' equity/invested capital    3,251     3,132      21,628      22,423
                                      --------   -------    --------    --------
Total liabilities and 
  stockholders' equity                $ 31,793   $28,846    $ 57,957    $ 58,054
                                      --------   -------    --------    --------
                                      --------   -------    --------    --------

*Reclassified to conform to 1996 presentation.


Statement of Earnings


                                                                        IBM with
For the year ended December 31:        Customer Financing          Customer Financing
                                                                   on an Equity Basis
(Dollars in millions)               1996      1995      1994      1996     1995      1994
                                                                
Finance and other income:      
Finance income                   $ 2,048   $ 2,110   $ 2,026   $     -  $     -   $     -
Rental income, net                   509       415       338       590      469       589
Sales                                809     1,001     1,160    71,798   67,588    59,991
Other income                         320       367       933     1,381    1,473     1,423
                                 -------   -------   -------   -------  -------   -------
Total finance and other income     3,686     3,893     4,457    73,769   69,530    62,003
Interest and other costs and 
  expenses                         2,426     2,782     3,245    65,182   61,717    56,848
                                 -------   -------   -------   -------  -------   -------
Net earnings before 
  income taxes                     1,260     1,111     1,212     8,587    7,813     5,155
Provision for income taxes           531       428       505     3,158    3,635     2,134
                                 -------   -------   -------   -------  -------   -------
Net earnings                     $   729  $    683   $   707   $ 5,429  $ 4,178   $ 3,021
                                 -------   -------   -------   -------  -------   -------
                                 -------   -------   -------   -------  -------   -------

                                         71.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
International Business Machines Corporation and Subsidiary Companies

Statement of Cash Flows



For the year ended December 31:                                               IBM with 
                                                                         Customer Financing
                                            Customer Financing           on an Equity Basis

(Dollars in millions)                    1996       1995      1994      1996      1995      1994
                                                                       
Net cash provided from 
  operating activities                $ 5,314    $ 3,712   $ 2,669   $ 8,217   $ 9,250   $ 8,393
Net cash used in 
  investing activities                 (5,544)    (3,968)     (249)   (3,435)   (3,338)   (2,446)
Net cash provided from (used in)
  financing activities                    872       (198)   (3,294)   (4,824)   (6,186)   (3,118)
Effect of exchange rate changes
  on cash and cash equivalents            (17)       (42)       82      (155)      107        24
                                      -------    -------   -------   -------   -------   -------
Net change in cash and cash
  equivalents                             625       (496)     (792)     (197)     (167)    2,853
Cash and cash equivalents at
  January 1                               808      1,304     2,096     6,451     6,618     3,765
                                      -------    -------   -------   -------   -------   -------

Cash and cash equivalents at
  December 31                         $ 1,433    $   808   $ 1,304   $ 6,254   $ 6,451   $ 6,618
                                      -------    -------   -------   -------   -------   -------
                                      -------    -------   -------   -------   -------   -------



Customer financing debt at December 31, 1996, consisted of borrowings with 
external financial institutions of $ 14,127 million and intracompany 
borrowings of $ 6,500 million. Intracompany borrowings are made pursuant to 
loan agreements between the parties at interest rates approximating market 
rates. 

Customer financing earnings yielded a return on average invested capital of 
22.7 percent in 1996, compared to 22.6 percent in 1995. Included within these 
results are intracompany services and fees received for tax benefits provided 
to the company resulting from tax deferrals generated by financing 
transactions. Such fees are eliminated from the Consolidated Statement of 
Earnings. The 1994 earnings included income resulting from IBM Credit 
Corporation's litigation settlement with Comdisco, Inc., and from IBM Credit 
Corporation's sale of IBM Credit Investment Management Corporation. 

                                         72.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            International Business Machines Corporation and Subsidiary Companies

N Rental Expense and Lease Commitments

Rental expense, including amounts charged to inventories and fixed assets and 
excluding amounts previously reserved, was $ 1,210 million in 1996, $ 1,145 
million in 1995 and $ 1,276 million in 1994. The table below depicts gross 
minimum rental commitments under non-cancelable leases, amounts related to 
vacant space which the company had previously reserved and sublease income 
commitments. These amounts generally reflect activities related to office 
space.

                                                                        Beyond
(Dollars in millions)         1997      1998    1999    2000    2001      2001

Gross rental commitments   $ 1,129   $ 1,005   $ 888   $ 761   $ 580   $ 1,722
Vacant space                   322       283     231     215     167       438
Sublease income commitments    119       110      96      84      66       129

O Stock-Based Compensation Plans

The company applies Accounting Principles Board (APB) Opinion 25, "Accounting 
for Stock Issued to Employees," and related Interpretations in accounting for 
its stock-based compensation plans. A description of the terms of the 
company's stock-based compensation plans follows:

Long-Term Performance Plan

Incentive awards are provided to officers and other key employees under the 
terms of the IBM 1994 Long-Term Performance Plan (the "Plan"), which was 
approved by stockholders in April 1994. The Plan is administered by the 
Executive Compensation and Management Resources Committee of the Board of 
Directors. The committee determines the type and terms of the award to be 
granted, including vesting provisions. Awards may include stock options, 
stock appreciation rights (SARs), restricted stock, cash, stock or any 
combination thereof. The number of shares that may be issued under the Plan 
for awards granted wholly or partly in stock during the five-year term of the 
Plan is 29.1 million, which approximated 5 percent of the outstanding common 
stock as determined on February 10, 1994. Prior to April 25, 1994, awards 
were issued under the IBM 1989 Long-Term Performance Plan. There were 
approximately 13.0 million, 21.0 million and 27.8 million unused shares 
available for granting under the 1994 Long-Term Performance Plan as of 
December 31, 1996, 1995 and 1994, respectively.

Awards under the Plan resulted in compensation expense of $ 203.9 million, $ 
106.3 million and $ 139.1 million, that was included in net earnings before 
income taxes, in 1996, 1995 and 1994, respectively. Such awards include those 
that settle in cash, such as SARs, and restricted stock grants.


                                         73.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
International Business Machines Corporation and Subsidiary Companies

Stock Option Grants

Stock options granted under the Plan allow the purchase of IBM's common stock 
at 100 percent of the market price on the date of grant and typically expire 
10 years from the date of grant. The following table summarizes option 
activity of the Plan during 1996, 1995 and 1994:


                                    1996                     1995                     1994

                        Wtd. Avg.                 Wtd. Avg.                Wtd. Avg.
                         Exercise   No. of Shares  Exercise  No. of Shares  Exercise  No. of Shares
                            Price    under Option     Price   under Option     Price   under Option
                                                                       
Balance at January 1        $  78     34,282,903     $  68     34,063,317      $  83     29,260,724
Options granted               126      7,679,529        77      6,468,702         54      6,863,219
Options exercised              71     (9,651,311)       51     (3,695,789)        44       (235,044)
Options terminated            121     (1,593,460)      103     (2,553,327)        91     (1,825,582)
                            -----     ----------     -----     ----------      -----     ----------
Balance at December 31      $  88     30,717,661     $  78     34,282,903      $  68     34,063,317
                            -----     ----------     -----     ----------      -----     ----------
                            -----     ----------     -----     ----------      -----     ----------

Exercisable at December 31  $  83     15,301,922     $  91     19,176,410      $ 103     16,666,537
                            -----     ----------     -----     ----------      -----     ----------
                            -----     ----------     -----     ----------      -----     ----------

The shares under option at December 31, 1996, were at the following exercise 
prices: 


                                                                                    Options
                                     Options Outstanding                     Currently Exercisable

                                       Wtd. Avg.      Wtd. Avg.                       Wtd. Avg.
                                No. of  Exercise     Contractual                No. of  Exercise
Exercise Price Range           Options     Price  Life (in years)              Options     Price
                                                                           
$43 - 99                    18,570,322     $  64               7            10,678,111    $   65
$100 - 139                  11,398,198       122               7             3,890,671       117
$140 & over                    749,141       160               2               733,140       160
                            ----------                                      ----------
                            30,717,661                                      15,301,922
                            ----------                                      ----------
                            ----------                                      ----------


IBM Employees Stock Purchase Plan

The IBM Employees Stock Purchase Plan (ESPP) enables substantially all 
regular employees to purchase full or fractional shares of IBM common stock 
through payroll deductions of up to 10 percent of eligible compensation. The 
price an employee pays is 85 percent of the average market price on the last 
day of an applicable pay period.

During 1996, 1995 and 1994, employees purchased 3,230,928; 4,479,340 and 
6,576,030 shares, all of which were treasury shares, for which $ 324 million, 
$ 344 million and $ 350 million was paid to IBM, respectively. 

There were approximately 20.1 million, 23.3 million and 15.1 million reserved 
unissued shares available for purchase, as previously approved by 
stockholders, at December 31, 1996, 1995 and 1994, respectively.


                                         74.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            International Business Machines Corporation and Subsidiary Companies

Pro Forma Disclosure

In applying APB Opinion 25, no expense was recognized for stock options 
granted under the Plan and for employee stock purchases under the ESPP. 
Beginning in 1995, SFAS 123, "Accounting for Stock-Based Compensation," 
required that a fair market value of all awards of stock-based compensation 
be determined using standard techniques and that pro forma net earnings and 
earnings per share be disclosed as if the resulting stock-based compensation 
amounts were recorded in the Consolidated Statement of Earnings as follows:



                                                              1996                       1995
(Dollars in millions except per share amounts)     As reported    Pro forma   As reported    Pro forma
                                                                                   
Net earnings applicable to common shareholders         $ 5,409      $ 5,267       $ 4,116      $ 4,020
Net earnings per share of common stock                 $ 10.24      $  9.97       $  7.23      $  7.06


The above pro forma amounts, for purposes of SFAS 123, reflect the portion of 
the estimated fair value of awards earned in 1996 and 1995. The aggregate 
fair value of awards granted is earned ratably over the vesting or service 
period and is greater than that included in the pro forma amounts. 

The company used the Black-Scholes model to value the stock options granted 
in 1996 and 1995. The weighted average assumptions used to estimate the value 
of the options included in the pro forma amounts, and the weighted average 
estimated fair value of an option granted are as follows:
      
                                              1996           1995

Term (years)*                                  5/6            5/6
Volatility**                                  22.0%          21.0%
Risk-free interest rate (zero coupon 
  U.S. Treasury note)                          6.0%           7.0%
Dividend yield                                 1.2%           2.0%


Weighted average fair value                   $ 40           $ 23

*Option term is based on tax incentive options (5 years) and non-tax incentive
options (6 years).

**To determine volatility the company measured the daily price changes of the
stock over the most recent 5 and 6 year periods.

P Stock Repurchases

In 1996 and 1995, the Board of Directors authorized the company to purchase 
up to $ 13.5 billion of IBM common stock. During 1996 and 1995, the company 
repurchased 49,465,200 common shares at a cost of $ 5,810 million and 
50,906,300 common shares at a cost of $ 4,864 million, respectively. The 
repurchases resulted in a reduction of $ 61,831,500 and $ 63,632,875 in the 
stated capital (par value) associated with common stock in 1996 and 1995, 
respectively. The repurchased shares were retired and restored to the status 
of authorized but unissued shares. At December 31, 1996, approximately $ 2.8 
billion of Board authorized repurchases remained. The company plans to 
purchase shares on the open market from time to time, depending on market 
conditions.

During 1995, the IBM Board of Directors authorized the company to purchase 
all of its outstanding Series A 7 1/2 percent preferred stock depositary 
shares. The company repurchased 8,534,289 shares at a cost of $ 870 million 
during 1995, which resulted in a reduction of $ 85,343 in the stated capital 
(par value) associated with preferred stock. The repurchased shares were 
retired and restored to the status of authorized but unissued shares. No 
shares were repurchased in 1996. The company plans to purchase remaining 
shares on the open market and in private transactions from time to time, 
depending on market conditions.

                                         75.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
International Business Machines Corporation and Subsidiary Companies

Q  Retirement Plans

The company and its subsidiaries have defined benefit and defined 
contribution retirement plans covering substantially all regular employees. 
The cost of the defined contribution plans was not material. The aggregate 
worldwide cost of the defined benefit plans for 1996, 1995 and 1994 was $ 
(137) million, $ 165 million and $ 678 million, respectively, as follows:



Net Periodic Pension Cost
                                                  U.S. Plan                     Non-U.S. Plans

                                         1996       1995       1994      1996          1995       1994
                                                                             
Expected long-term rate of
  return on plan assets                  9.25%      9.25%      9.5%    6.5-10%      6.25-10%     5.5-9%
(Dollars in millions)
Service cost                          $   412    $   315    $   542   $   378     $     386    $   467
Interest cost on the projected
  benefit obligation                    2,125      2,098      2,033     1,292         1,325      1,107
Return on plan assets:
  Actual                               (4,849)    (5,500)       327    (2,543)       (1,848)       329
  Deferred                              2,148      2,958     (2,826)    1,075           403     (1,540)
Net amortizations                        (121)      (123)       (65)       28            12         19
Settlement (gains)/curtailment losses       -          -          -      (102)          128        269
                                      -------    -------    -------   -------     ---------    -------
Net periodic pension cost             $  (285)   $  (252)   $    11   $   128     $     406    $   651
                                      -------    -------    -------   -------     ---------    -------
                                      -------    -------    -------   -------     ---------    -------
Total net periodic pension
  cost for all non-U.S. plans                                         $   148     $     417    $   667
                                                                      -------     ---------    -------
                                                                      -------     ---------    -------


Net periodic pension cost is determined using the Projected Unit Credit 
actuarial method. Settlement gains in 1996 reflect principally the transfer 
of assets to defined contribution plans upon election by the employees in 
certain countries. Curtailment losses in 1995 and 1994 resulted from the 
significant reductions in the expected years of future service caused by 
termination programs and represent the immediate recognition of associated 
prior service cost and a portion of previously unrecognized actuarial losses. 

In 1994, the company introduced a non-qualified U.S. Supplemental Executive 
Retirement Plan (SERP) effective January 1, 1995, which will be phased in 
over three years. The SERP, which is unfunded, provides eligible executives 
defined pension benefits outside the IBM Retirement Plan, based on average 
earnings, years of service and age at retirement. At December 31, 1996 and 199
5, the projected benefit obligation was $ 93 million and $ 82 million, 
respectively. The net unrecognized costs of the SERP were $ 57 million and $ 
64 million, and the amounts included in the Consolidated Statement of 
Financial Position were pension liabilities of $ 36 million and $ 18 million 
as of December 31, 1996 and 1995, respectively. These amounts are in addition 
to the U.S. retirement plan financial information included herein.


                                         76.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            International Business Machines Corporation and Subsidiary Companies

The table below provides information on the status of the U.S. and material 
non-U.S. defined benefit retirement plans:


Funded Status


                                                           U.S. Plan           Non-U.S. Plans 

                                                       1996         1995        1996        1995
                                                                           
Assumptions:
  Discount rate                                        7.75%        7.25%    4.5-8.5%    4.5-9.0%
  Long-term rate of 
    compensation increase                                 5%           5%    2.3-6.5%    1.5-6.5%
(Dollars in millions)
Actuarial present value of benefit obligations:
  Vested benefit obligation                       $ (26,355)   $ (26,413)  $ (17,380)  $ (17,788)
  Accumulated benefit obligation                  $ (27,698)   $ (28,070)  $ (18,273)  $ (18,771)

  Projected benefit obligation                    $ (29,729)   $ (30,235)  $ (19,739)  $ (20,294)
Plan assets at fair value                            34,281       31,209      20,808      19,693
                                                  ---------    ---------   ---------   ---------
Projected benefit obligation less 
  than (in excess of) plan assets                     4,552          974       1,069        (601)
Unrecognized net (gain) loss                         (1,421)       1,976      (1,539)       (436)
Unrecognized prior service cost                         193          230         248         267
Unrecognized net asset established
  at January 1, 1986                                 (1,052)      (1,193)       (110)       (143)
                                                  ---------    ---------   ---------   ---------
Prepaid pension cost (pension liability)
  recognized in the Consolidated
  Statement of Financial Position                 $   2,272    $   1,987   $    (332)  $    (913)
                                                  ---------    ---------   ---------   ---------
                                                  ---------    ---------   ---------   ---------


The U.S. plan's projected benefit obligation decreased in 1996 primarily as a 
result of a change in the discount rate assumption, as required under SFAS 
87, "Employers' Accounting for Pensions," which decreased the projected 
benefit obligation by approximately $ 1,700 million. The effect on the 
company's results of operations and financial position from changes in the 
estimates and assumptions used in computing pension expense and prepaid 
pension cost or pension liability is mitigated by the delayed recognition 
provisions of SFAS 87 with the exception of the effects of settlement gains, 
curtailment losses and early terminations, which are recognized immediately.

It is the company's practice to fund amounts for pensions sufficient to meet 
the minimum requirements set forth in applicable employee benefit laws and 
with regard to local tax laws. Additional amounts are contributed from time 
to time when deemed appropriate by the company. Liabilities for amounts in 
excess of these funding levels are accrued and reported in the company's 
Consolidated Statement of Financial Position. The assets of the various plans 
include corporate equities, government securities, corporate debt securities 
and income-producing real estate.


                                         77.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
International Business Machines Corporation and Subsidiary Companies

U.S. Plan: U.S. regular, full-time and part-time employees are covered by a 
noncontributory plan which is funded by company contributions to an 
irrevocable trust fund, which is held for the sole benefit of employees. In 
1994, the company announced major changes to the plan that took effect in 
1995. Under a new formula, which is being phased in over five years, 
retirement benefits will be determined based on points accumulated for each 
year worked and final average compensation period. To preserve benefits of 
employees close to retirement, service and earnings credit will continue to 
accrue under the prior formula through the year 2000, and upon retirement, 
these employees will receive the benefit from either the new or prior 
formulas, whichever is higher. Benefits become vested upon the completion of 
five years of service. The number of individuals receiving benefits at 
December 31, 1996 and 1995, was 101,293 and 92,133, respectively.

Non-U.S. Plans: Most subsidiaries and branches outside the U.S. have 
retirement plans covering substantially all regular employees, under which 
funds are deposited under various fiduciary-type arrangements, annuities are 
purchased under group contracts or reserves are provided. Retirement benefits 
are based on years of service and the employee's compensation, generally 
during a fixed number of years immediately prior to retirement. The ranges of 
assumptions used for the non-U.S. plans reflect the different economic environ-
ments within various countries.

R Nonpension Postretirement Benefits

The company and its U.S. subsidiaries have defined benefit postretirement 
plans that provide medical, dental and life insurance for retirees and 
eligible dependents. Plan cost maximums for those who retired prior to 
January 1, 1992, will take effect beginning with the year 2001. Plan cost 
maximums for all other employees take effect upon retirement.

The table below provides information on the status of the U.S. plans:
Funded Status

                                                           1996         1995

Assumed discount rate                                      7.75%       7.25%

(Dollars in millions)

Accumulated postretirement benefit obligation:
  Retirees                                             $ (5,454)   $ (5,661)
  Fully eligible active plan participants                  (512)       (704)
  Other active plan participants                           (487)       (653)
                                                       --------    --------
  Total                                                  (6,453)     (7,018)
Plan assets at fair value                                   559         886
                                                       --------    --------
Accumulated postretirement benefit obligation in
  excess of plan assets                                  (5,894)     (6,132)
Unrecognized net loss                                       378         718
Unrecognized prior service cost                            (902)       (660)
                                                       --------    --------
Accrued postretirement benefit cost recognized
  in the Consolidated Statement of Financial Position  $ (6,418)   $ (6,074)
                                                       --------    --------
                                                       --------    --------

The accumulated postretirement benefit obligation was determined by 
application of the terms of medical, dental and life insurance plans, 
including the effects of established maximums on covered costs, together with 
relevant actuarial assumptions. These actuarial assumptions included a 
projected healthcare cost trend rate of 6 percent. In 1996, the accumulated 
postretirement benefit obligation decreased by $ 565 million primarily from 
the change, as required by SFAS 106, "Employers' Accounting for Postretirement
Benefits Other than Pensions," in the assumed discount rate. 


                                         78.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            International Business Machines Corporation and Subsidiary Companies

The effect of a 1 percent annual increase in the assumed healthcare cost 
trend rate would increase the accumulated postretirement benefit obligation 
at December 31, 1996, by approximately $ 27 million; the 1996 annual costs 
would not be materially affected.

It is the company's practice to fund amounts for postretirement benefits with 
an independent trustee, as deemed appropriate from time to time. The plan 
assets include various domestic fixed income securities. The accounting for 
the plan is based on the written plan.

Net periodic postretirement benefit cost for U.S. retirees for the years 
ended December 31 included the following components:

                                                   1996     1995     1994

Expected long-term rate of return on plan assets   9.25%    9.25%     9.5%

(Dollars in millions)

Service cost                                     $   43   $   40   $   51
Interest cost on the accumulated 
      postretirement benefit obligation             478      520      512
Actual return on plan assets                        (68)    (198)      22
Net amortizations and deferrals                     (87)      (7)    (163)
                                                 ------   ------   ------
Net periodic postretirement benefit cost         $  366   $  355   $  422
                                                 ------   ------   ------
                                                 ------   ------   ------

Certain of the company's non-U.S. subsidiaries have similar plans for 
retirees. However, most retirees outside the United States are covered by 
government-sponsored and administered programs, and the obligations and cost 
of these programs are not significant to the company.

S  Lines of Credit

The company maintains a $ 10.0 billion committed global credit facility. 
Unused committed lines of credit from this global facility and other existing 
committed and uncommitted lines of credit at December 31, 1996, were $ 13.9 
billion, compared to $ 14.6 billion at December 31, 1995. Interest rates on 
borrowings vary from country to country depending on local market conditions.


                                         79.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
International Business Machines Corporation and Subsidiary Companies

T  Sale and Securitization of Receivables

At year-end 1996, the company had a net balance of $ 1.1 billion in assets 
under management from the securitization of loans, leases and trade 
receivables, compared to $ 1.2 billion at year-end 1995. The company received 
total cash proceeds of approximately $ 4.0 billion and $ 3.4 billion in 1996 
and 1995, respectively, from the sale and securitization of these receivables 
and assets. No material gain or loss resulted from these transactions. 
Recourse amounts associated with the aforementioned sales and securitization 
activities are expected to be minimal, and adequate reserves are in place to 
cover potential losses.

U  Financial Instruments

The following presents information on certain significant on- and off-balance 
sheet financial instruments, including derivatives.

Financial Instruments On-Balance Sheet (excluding derivatives)

Financial assets with carrying values approximating fair value include cash 
and cash equivalents, marketable securities, notes and other accounts 
receivable and other investments. Financial liabilities with carrying values 
approximating fair value include accounts payable and other accrued expenses 
and liabilities, as well as short-term and long-term debt. 

The following table summarizes the company's marketable securities and other 
investments, all of which were considered available for sale.

Marketable securities and other investments

At December 31:

Carrying Value 

(Dollars in millions)                                   1996      1995

Current marketable securities:
U.S. government securities                            $  108    $  222
Time deposits and other bank obligations                 283        93
Non-U.S. government securities and
  other fixed-term obligations                            59       127
                                                      ------    ------
Total                                                 $  450    $  442
                                                      ------    ------
                                                      ------    ------
Non-current marketable securities:*
U.S. government securities                            $   99    $    -
Time deposits and other bank obligations                 127        97
Non-U.S. government securities and
  other fixed-term obligations                           155        72
                                                      ------    ------
Total                                                 $  381    $  169
                                                      ------    ------
                                                      ------    ------
Other investments:*
Alliance investments on cost method                   $  320    $  128
                                                      ------    ------
                                                      ------    ------

*Included within Investments and sundry assets on the Consolidated Statement 
of Financial Position.


                                         80.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            International Business Machines Corporation and Subsidiary Companies

Financial Instruments Off-Balance Sheet (excluding derivatives)

IBM has guaranteed certain loans and financial commitments of affiliates. The 
fair market values of these financial guarantees were $ 787 million and $ 794 
million at December 31, 1996 and 1995, respectively. Additionally, the 
company is contingently liable for commitments of various ventures to which 
it is a party, certain receivables sold with recourse and other contracts. 
These commitments, which in the aggregate were approximately $ 400 million 
and $ 200 million at December 31, 1996 and 1995, respectively, are not expected 
to have a material adverse effect on the company's financial position or 
results of operations.

The company's dealers had unused lines of credit available from IBM for 
working capital financing of approximately $ 2.1 billion and $ 1.0 billion at 
December 31, 1996 and 1995, respectively.

Derivative Financial Instruments

The following table summarizes the notional value, carrying value and fair 
value of the company's derivative financial instruments on and off the 
balance sheet. The notional value at year end provides an indication of the 
extent of the company's involvement in such instruments, but does not 
represent exposure to market risk.


                             At December 31, 1996       At December 31, 1995

                       Notiona  Carrying    Fair     Notional  Carrying     Fair
(Dollars in millions)    Value     Value   Value*       Value     Value    Value*
                                                        
Interest rate and 
  currency contracts  $  18,700   $ (70)  $ (117)   $  13,600   $  (88)   $  (161)
Option contracts         10,100      92       81        4,800       18         41
                      ---------   -----   ------    ---------   ------    -------
Total                 $  28,800   $  22   $  (36)   $  18,400   $  (70)   $  (120)
                      ---------   -----   ------    ---------   ------    -------
                      ---------   -----   ------    ---------   ------    -------


Bracketed amounts are liabilities.

*The estimated fair value of derivatives both on- and off-balance sheet at 
December 31, 1996 and 1995, consists of assets of $258 million and $153 
million and liabilities of $294 million and $273 million, respectively.

The majority of the company's derivative transactions relates to the matching 
of liabilities to assets associated with its worldwide customer financing 
business. The company issues debt, using the most efficient capital markets 
and products, which may result in a currency or interest rate mismatch. 
Interest rate swaps or currency swaps are then used to match the interest 
rates and currencies of its debt to the related customer financing 
receivables. These swap contracts are principally one to five years in 
duration. The company uses an internal regional center to manage the cash of 
its subsidiaries. This regional center principally uses currency swaps to 
convert cash flows in a cost-effective manner, predominantly for the 
company's European subsidiaries. The terms of the swaps are generally less 
than one year. 

Interest and currency rate differentials accruing under interest rate and 
currency swap contracts related to the customer financing business are 
recognized over the life of the contracts in interest expense, and the 
effects of contracts related to intracompany funding are recognized over the 
life of the contract in interest income. When the terms of the underwriting 
instrument are modified, or if it ceases to exist for whatever reason, all 
changes in fair value of the swap contracts are recognized in income each 
period until they mature.


                                         81.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
International Business Machines Corporation and Subsidiary Companies

Additionally, the company uses derivatives to limit its exposure to loss 
resulting from fluctuations in foreign currency exchange rates on anticipated
cash transactions between foreign subsidiaries and the parent company. The
company receives significant dividends, intracompany royalties and net payments
for goods and services from its non-U.S. subsidiaries. In anticipation of these
foreign currency flows, and given the volatility of the currency markets, the
company selectively employs foreign currency options to manage the currency
risk. The terms of these instruments are generally less than one year.

For purchased options that hedge anticipated transactions, gains and losses 
are deferred and recognized in other income in the same period that the 
underlying transaction occurs, expires or is otherwise terminated. At 
December 31, 1996 and 1995, there were no material deferred gains or losses. 
The premiums associated with entering into option contracts are generally 
amortized over the life of the options and are not material to the company's 
results. Unamortized premiums are included in prepaid assets. All written 
options are marked to market monthly and are not material to the company's 
results.

The company has used derivative instruments as an element of its risk 
management strategy for many years. Although derivatives entail a risk of 
non-performance by counterparties, the company manages this risk by 
establishing explicit dollar and term limitations that correspond to the 
credit rating of each carefully selected counterparty. The company has not 
sustained a material loss from these instruments nor does it anticipate any 
material adverse effect on its results of operations or financial position in 
the future.

V Subsequent Event

On January 28, 1997, the IBM Board of Directors declared a two-for-one common 
stock split, subject to the approval of stockholders of an increase in the 
number of common shares authorized from 750 million to 1,875 million.

The record date for the split is currently expected to be on or after May 9, 
1997, with distribution of the split shares to follow on or after May 27, 
1997.

W Segment Information

IBM is in the business of providing customer solutions through the use of 
advanced information technologies. The company operates primarily in the 
single industry segment that creates value by offering a variety of solutions 
that include, either singularly or in some combination, services, software, 
systems, products, financing and technologies. The schedule on page 83 shows 
revenue by classes of similar products or services. Financial information by 
geographic area is summarized in note X, "Geographic Areas," on pages 84 and 
85.

For purposes of classifying similar information technology products, general 
purpose computer systems that operate on a large class of applications are 
classified as processor servers when the systems are simultaneously used by 
multiple users at one time, or as clients when the systems are used by one 
user at a time. Servers include the System/390, AS/400, RISC System/6000 and 
personal computer server products. Personal systems clients include personal 
computers and RISC System/6000 client products. Other clients include 
display-based terminals and consumer and financial systems. Storage consists 
of externally attached direct access storage devices, tape storage devices 
and HDD storage files sold to external customers. Other peripherals consists 
of advanced function printers and telecommunication devices. OEM hardware 
consists primarily of revenue from the sale of semiconductors. 



                                         82.



                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            International Business Machines Corporation and Subsidiary Companies

These hardware classes of products represent groupings that perform similar 
functions, as opposed to the complete spectrum of products associated with 
IBM's product divisions. Accordingly, they do not represent the full range of 
any division's offerings, which could include related peripherals, software 
and maintenance.

Services represents a wide range of service offerings including consulting, 
education, systems integration design and development, managed operations of 
systems and networks and availability services. Software includes 
applications and systems software for both host and distributed systems. 
Maintenance consists of separately billed charges for maintenance. Financing 
and other is composed primarily of financing revenue and products and 
supplies not otherwise classified. 

Some products logically fit in more than one class and are assigned to a 
specific class based on a variety of factors. Over time, products tend to 
overlap, merge into or split from existing classes as a result of changing 
technologies, market perceptions and/or customer use. For example, market 
demand may create requirements for technological enhancements to permit a 
peripheral product to be functionally integrated with a display, a 
telecommunication device and a processor to form a workstation. Such interchan
geability and technological progress tend to make year-to-year comparisons 
less valid than they would be in an industry less subject to rapid change.

Revenue by Classes of Similar Products or Services 



                                            Consolidated                   U.S. Only

(Dollars in millions)                1996       1995*      1994*     1996      1995*     1994*
                                                                    
Information technology: 
Processors:
      Servers**                  $ 12,421   $ 12,597   $ 11,553   $ 4,365   $ 4,464   $ 3,958
Clients:
      Personal systems**           12,747     11,199      9,731     5,090     4,401     4,046
      Other clients**               1,178      1,478      1,538       429       480       463
Peripherals:
      Storage**                     4,632      4,828      4,608     2,390     1,970     1,767
      Other peripherals**           2,304      2,085      2,006       860       764       810
OEMhardware                         2,697      2,968      2,191     1,738     1,975     1,285
Services                           15,873     12,714      9,715     6,129     4,606     3,709
Software                           13,052     12,657     11,346     4,377     4,117     3,926
Maintenance                         6,981      7,409      7,222     2,525     2,618     2,648
Financing and other                 4,062      4,005      4,142     1,492     1,394     1,506
                                 --------   --------   --------   -------   -------   -------
Total                            $ 75,947   $ 71,940   $ 64,052   $29,395   $26,789   $24,118
                                 --------   --------   --------   -------   -------   -------
                                 --------   --------   --------   -------   -------   -------

**Reclassified to conform to 1996 presentation.

**Hardware only, includes applicable rental revenue, excludes functions not 
embedded, software and maintenance.


                                         83.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
International Business Machines Corporation and Subsidiary Companies

X Geographic Areas

Sales and services in the United States and Canada are managed as a single
enterprise. However, in compliance with SFAS 14,  "Financial Reporting for
Segments of a Business Enterprise," the United  States is reported as a separate
geographic area. Canadian operations are  included in the "Americas" area.

Non-U.S. subsidiaries operating in local currency environments account for 
approximately 84 percent of the company's non-U.S. revenue. The remaining 16 
percent is from subsidiaries and branches operating in U.S. dollars or in 
highly inflationary environments.

In the Europe/Middle East/Africa area, European operations accounted for 
approximately 95 percent of revenue in 1996, 1995 and 1994.

Interarea transfers consist principally of completed machines, subassemblies 
and parts and software. Machines, subassemblies and parts are generally 
transferred at an intracompany selling price. Software transfers represent 
license fees paid by non-U.S. subsidiaries. The intracompany selling price 
that relates to fixed asset transfers is capitalized and depreciated by the 
importing area.


                                         84.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
International Business Machines Corporation and Subsidiary Companies

(Dollars in millions)      1996     1995      1994

United States

Revenue - Customers           $ 29,395   $ 26,789   $ 24,118
Interarea transfers             10,196     10,553      6,336
                              --------   --------   --------
Total                         $ 39,592   $ 37,342   $ 30,454
Net earnings                     1,782        599        969
Assets at December 31           39,724     38,584     37,156

Europe/Middle East/Africa     

Revenue - Customers           $ 25,280   $ 25,238   $ 23,034
Interarea transfers              2,455      2,530      1,787
                              --------   --------   --------
Total                         $ 27,735   $ 27,768   $ 24,821
Net earnings                     1,474      2,271      1,086
Assets at December 31           21,732     24,066     25,816

Asia Pacific                  

Revenue - Customers           $ 14,752   $ 13,892   $ 11,365
Interarea transfers              2,781      2,698      1,876
                              --------   --------   --------
Total                         $ 17,533   $ 16,590   $ 13,241
Net earnings                     1,466      1,098        567
Assets at December 31           12,152     12,789     12,619

Americas                      

Revenue - Customers           $  6,520   $  6,021   $  5,535
Interarea transfers              5,123      5,333      4,257
                              --------   --------   --------
Total                         $ 11,643   $ 11,354   $  9,792
Net earnings                       578        324        498
Assets at December 31            8,123      7,530      7,783

Eliminations                  

Revenue                       $(20,556)  $(21,114)  $(14,256)
Net earnings                       129       (114)       (99)
Assets                            (599)    (2,677)    (2,283)
                              
Consolidated                  
Revenue                       $ 75,947   $ 71,940   $ 64,052
Net earnings                     5,429      4,178      3,021
Assets at December 31           81,132     80,292     81,091  
                              --------   --------   --------
                              --------   --------   --------


                                         85.



International Business Machines Corporation and Subsidiary Companies

Five-Year Comparison of Selected Financial Data


(Dollars in millions except per share amounts)  1996       1995       1994       1993       1992
                                                                         
For the year:
Revenue                                     $ 75,947   $ 71,940   $ 64,052   $ 62,716   $ 64,523
Net earnings (loss) before 
      changes in accounting principles         5,429      4,178      3,021     (7,987)    (6,865)
      Per share of common stock                10.24       7.23       5.02     (14.02)    (12.03)
Effect of accounting changes*                      -          -          -       (114)     1,900
      Per share of common stock                    -          -          -       (.20)      3.33
Net earnings (loss)                            5,429      4,178      3,021     (8,101)    (4,965)
      Per share of common stock                10.24       7.23       5.02     (14.22)     (8.70)
Cash dividends paid on common stock              686        572        585        905      2,765
      Per share of common stock                 1.30       1.00       1.00       1.58       4.84
Investment in plant, rental machines 
      and other property                       5,883      4,744      3,078      3,232      4,698
Return on stockholders' equity                  24.8%      18.5%      14.3%         -          -

At end of year:
Total assets                                $ 81,132   $ 80,292   $ 81,091   $ 81,113   $ 86,705
Net investment in plant, rental machines
      and other property                      17,407     16,579     16,664     17,521     21,595
Working capital                                6,695      9,043     12,112      6,052      2,955
Total debt                                    22,829     21,629     22,118     27,342     29,320
Stockholders' equity                          21,628     22,423     23,413     19,738     27,624


*1993, postemployment benefits; 1992, income taxes.

Selected Quarterly Data

(Dollars in millions except per share and stock prices)


                                         Net Per Share Common Stock 
                              Gross Earnings  Earnings                Stock Prices**
                  Revenue    Profit   (Loss)    (Loss)  Dividends     High        Low
1996 
                                                         
First quarter    $ 16,559  $  6,769  $   774  $  1.41   $  .25    $ 128.88    $  83.13
Second quarter     18,183     7,191    1,347     2.51      .35      120.88       96.13
Third quarter      18,062     7,258    1,285     2.45      .35      127.88       89.13
Fourth quarter     23,143     9,321    2,023     3.93      .35      166.00      123.13
                 --------  --------  -------  -------   ------
Total            $ 75,947  $ 30,539  $ 5,429  $ 10.24*  $ 1.30
                 --------  --------  -------  -------   ------
                 --------  --------  -------  -------   ------

1995 
First quarter    $ 15,735  $  6,664  $ 1,289  $  2.12   $  .25    $  85.13    $  70.25
Second quarter     17,531     7,631    1,716     2.97      .25       99.38       82.25
Third quarter      16,754     6,921     (538)    (.96)     .25      114.63       91.63
Fourth quarter     21,920     9,151    1,711     3.09      .25      102.38       87.75
                 --------  --------  -------  -------   ------
Total            $ 71,940  $ 30,367  $ 4,178  $  7.23*  $ 1.00
                 --------  --------  -------  -------   ------
                 --------  --------  -------  -------   ------


**The sum of the quarter's earnings per share does not equal the year-to-date
earnings per share due to changes in average share 
calculations. This is in accordance with prescribed reporting requirements.
**The stock prices reflect the high and low prices for IBM's common stock on 
the New York Stock Exchange composite tape for the last two years.


                                         86.