UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 F O R M 1 0 - Q QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 1998 1-2360 ---------------------- (Commission file number) INTERNATIONAL BUSINESS MACHINES CORPORATION ---------------------------------------------------- (Exact name of registrant as specified in its charter) New York 13-0871985 ---------------------- ---------------------------------- (State of incorporation) (IRS employer identification number) Armonk, New York 10504 -------------------------------------- -------- (Address of principal executive offices) (Zip Code) 914-499-1900 ----------------------------- (Registrant's telephone number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section l3 or l5(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES |X| NO |_| The registrant has 942,902,483 shares of common stock outstanding at March 31, 1998. INDEX Page ---- Part I - Financial Information: Item 1. Consolidated Financial Statements Consolidated Statement of Earnings for the three months ended March 31, 1998 and 1997 . . . . . . . . . . . . . 1 Consolidated Statement of Financial Position at March 31, 1998 and December 31, 1997 . . . . . . . . . . 2 Consolidated Statement of Cash Flows for the three months ended March 31, 1998 and 1997. . . . . . . . . . . . . . 4 Notes to Consolidated Financial Statements . . . . . . . . 5 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition . . . . 5 Part II - Other Information . . . . . . . . . . . . . . . . . . . . . 13 ITEM 1. INTERNATIONAL BUSINESS MACHINES CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENT OF EARNINGS FOR THE THREE MONTHS ENDED MARCH 31: (UNAUDITED) (Dollars in millions except for per share amounts) 1998 1997 ------- ------- Revenue: Hardware sales $ 7,120 $ 7,761 Services 5,008 4,095 Software 3,018 2,950 Maintenance 1,476 1,603 Rentals and financing 996 899 ------- ------- Total revenue 17,618 17,308 Cost: Hardware sales 5,102 5,244 Services 3,952 3,297 Software 771 912 Maintenance 782 853 Rentals and financing 561 410 ------- ------- Total cost 11,168 10,716 ------- ------- Gross profit 6,450 6,592 Operating expenses: Selling, general and administrative 3,719 3,684 Research, development and engineering 1,179 1,069 ------- ------- Total operating expenses 4,898 4,753 Operating income 1,552 1,839 Other income, principally interest 150 185 Interest expense 179 172 ------- ------- Earnings before income taxes 1,523 1,852 Income tax provision 487 657 ------- ------- Net earnings 1,036 1,195 Preferred stock dividends 5 5 ------- ------- Net earnings applicable to common shareholders $ 1,031 $ 1,190 ======= ======= Net earnings per share of common stock - basic $ 1.08 $ 1.19 Net earnings per share of common stock - assuming dilution $ 1.06 $ 1.16 Average number of common shares outstanding: (millions) Basic 950.2 1,003.4 Diluted 973.3 1,023.0 Cash dividends per common share $ .20 $ .175 (The accompanying notes are an integral part of the financial statements.) - 1 - INTERNATIONAL BUSINESS MACHINES CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED) ASSETS (Dollars in millions) At March 31 At December 31 1998 1997* ----------- -------------- Current assets: Cash and cash equivalents $ 5,495 $ 7,106 Marketable securities - at cost, which approximates market 394 447 Notes and accounts receivable - net of allowances 16,248 18,106 Sales-type leases receivable 5,802 5,720 Inventories, at lower of average cost or market Finished goods 1,288 1,090 Work in process and raw materials 4,104 4,049 ------- ------- Total inventories 5,392 5,139 Prepaid expenses and other current assets 4,240 3,900 ------- ------- Total current assets 37,571 40,418 Plant, rental machines and other property 42,097 42,133 Less: accumulated depreciation 23,874 23,786 ------- ------- Plant, rental machines and other property - net 18,223 18,347 Software, less accumulated amortization (1998, $12,575; 1997, $12,610) 784 819 Investments and sundry assets 21,366 21,915 ------- ------- Total assets $77,944 $81,499 ======= ======= * Reclassified to conform to 1998 presentation. (The accompanying notes are an integral part of the financial statements.) - 2 - INTERNATIONAL BUSINESS MACHINES CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENT OF FINANCIAL POSITION - (CONTINUED) (UNAUDITED) LIABILITIES AND STOCKHOLDERS' EQUITY (Dollars in millions) At March 31 At December 31 1998 1997* ----------- -------------- Current liabilities: Taxes $ 1,969 $ 2,381 Accounts payable and accruals 15,356 17,896 Short-term debt 12,667 13,230 ------- ------- Total current liabilities 29,992 33,507 Long-term debt 15,029 13,696 Other liabilities 12,702 12,993 Deferred income taxes 1,356 1,487 ------- ------- Total liabilities 59,079 61,683 Stockholders' equity: Preferred stock - par value $.01 per share 252 252 Shares authorized - 150,000,000 Shares issued: 1998 - 2,597,261 1997 - 2,597,261 Common stock - par value $.50 per share 8,788 8,601 Shares authorized - 1,875,000,000 Shares issued: 1998 - 972,071,803 1997 - 969,015,351 Retained earnings 11,815 11,010 Treasury stock - at cost (1,942) (86) Shares: 1998 - 19,169,320 1997 - 923,955 Employee benefits trust - at cost (860) (860) Shares: 1998 - 10,000,000 1997 - 10,000,000 Gains and losses not affecting retained earnings 812 899 ------- ------- Total stockholders' equity 18,865 19,816 ------- ------- Total liabilities and stockholders' equity $77,944 $81,499 ======= ======= * Reclassified to conform to 1998 presentation. (The accompanying notes are an integral part of the financial statements.) - 3 - INTERNATIONAL BUSINESS MACHINES CORPORATION AND SUBSIDIARY COMPANIES CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31: (UNAUDITED) (Dollars in millions) 1998 1997 ------- ------- Cash flow from operating activities: Net earnings $ 1,036 $ 1,195 Adjustments to reconcile net earnings to cash provided from operating activities: Depreciation 1,073 916 Amortization of software 150 280 Effect of restructuring charges (85) (218) Gain on disposition of fixed and other assets (72) (27) Changes in operating assets and liabilities (1,161) (1,797) ------- ------- Net cash provided from operating activities 941 349 Cash flow from investing activities: Payments for plant, rental machines and other property, net of proceeds (1,078) (1,053) Investment in software (68) (65) Purchases of marketable securities and other investments (702) (114) Proceeds from marketable securities and other investments 435 158 ------- ------- Net cash used in investing activities (1,413) (1,074) ------- ------- Cash flow from financing activities: Proceeds from new debt 2,717 2,192 Payments to settle debt (1,522) (885) Short-term borrowings less than 90 days - net (343) (166) Common stock transactions - net (1,753) (1,847) Cash dividends paid (197) (181) ------- ------- Net cash used in financing activities (1,098) (887) ------- ------- Effect of exchange rate changes on cash and cash equivalents (41) (116) ------- ------- Net change in cash and cash equivalents (1,611) (1,728) Cash and cash equivalents at January 1 7,106 7,687 ------- ------- Cash and cash equivalents at March 31 $ 5,495 $ 5,959 ======= ======= (The accompanying notes are an integral part of the financial statements.) - 4 - Notes to Consolidated Financial Statements 1. In the opinion of the management of International Business Machines Corporation (the company), all adjustments necessary to a fair statement of the results for the unaudited three month period have been made. 2. The company implemented Statement of Financial Accounting Standards No. 130 "Reporting Comprehensive Income," effective January 1, 1998. This standard requires that the total changes in equity resulting from revenue, expenses, and gains and losses, including those which do not affect retained earnings, be reported. Accordingly, these amounts which are comprised of net earnings, foreign currency translation adjustments, and unrealized gains and losses on marketable securities were $949 million and $349 million for the three month periods ending March 31, 1998 and 1997, respectively. 3. Subsequent Events: On April 28, 1998, the company announced that the Board of Directors had approved a quarterly dividend increase of 10 percent from $.20 to $.22 per common share payable June 10, 1998, to shareholders of record on May 8, 1998. In addition, the Board of Directors authorized the company to repurchase up to an additional $3.5 billion of IBM common stock shares. The company plans to buy shares on the open market from time-to-time, depending on market conditions. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION FOR THE THREE MONTHS ENDED MARCH 31, 1998 The company's first quarter results were adversely impacted, as expected, by acquisition charges, Olympic marketing expenses, currency and weakness in Asia. In addition, the personal computer business suffered from severe price competition that was greater than anticipated. Offsetting these problems and demonstrating once again the strength of the company's broad portfolio, the non-personal computer businesses performed better than expected. In particular, services, software, mid-range servers and OEM products had a strong quarter. (Dollars in millions) Three Months Ended March 31 ------------------ 1998 1997 -------- ------- Revenue $ 17,618 $ 17,308 Cost 11,168 10,716 -------- -------- Gross profit $ 6,450 $ 6,592 Gross profit margin 36.6% 38.1% Net earnings $ 1,036 $ 1,195 - 5 - The company recorded first-quarter 1998 diluted earnings per common share of $1.06 compared with diluted earnings per common share of $1.16 in the first quarter of 1997. First-quarter 1998 net earnings totaled $1.0 billion compared with $1.2 billion in the year-earlier period. Revenue increased 1.8 percent (up about 6 percent in constant currency) in the first quarter of 1998 to $17.6 billion. The average number of common shares outstanding for the period was 950.2 million compared with 1.0 billion in the first quarter of 1997. Results of Operations On an as-reported basis, first quarter revenue in the United States was $7.6 billion, an increase of 4.5 percent from the same period a year ago. Revenue from Europe/Middle East/Africa increased by 2.3 percent to $5.4 billion. Asia-Pacific revenue was $3.2 billion, a decline of 6.2 percent from first quarter of 1997. Revenue from Latin America totaled $741 million, up 5.8 percent compared with the year-ago period. Revenue from Canada grew 5.5 percent to $695 million compared to the same period last year. Excluding the effects of currency, European revenue grew approximately 9 percent, while Latin America revenue climbed about 8 percent and Canadian revenue increased about 10 percent year-over-year. Asia-Pacific revenue would have grown approximately 2 percent from the same period of 1997. The total gross profit margin was 36.6 percent in the first quarter compared to 38.1 percent in the first quarter of last year. In the first quarter of 1998, gross margin improvement in services and software was offset by declines in hardware and rentals and financing margins. Total first-quarter 1998 expenses, which included acquisition charges and spending to support the Olympics, increased 3.9 percent. The company's tax rate was 32.0 percent in the first quarter compared with 35.5 percent a year ago. Hardware Sales (Dollars in millions) Three Months Ended March 31 ------------------ 1998 1997 ------- ------- Total revenue $ 7,120 $ 7,761 Total cost 5,102 5,244 ------- ------- Gross profit $ 2,018 $ 2,517 Gross profit margin 28.3% 32.4% - 6 - Results of Operations - (continued) Hardware sales revenue declined 8.2 percent when compared to the first quarter of 1997. Revenue from hardware sales was negatively affected by approximately 3 percentage points from currency in the quarter. The hardware sales decline was due principally to the weakness in personal computers as a result of the severe price pressures this quarter. AS/400 revenue increased and RS/6000 revenue was flat. System/390 revenue declined as a result of year-over-year price reductions and on-going product transitions, while shipments of System/390 computing power grew about 45 percent (as measured in MIPS, or millions of instructions per second). Storage products revenue increased, with continued strength in OEM sales of hard disk drives. Semiconductor revenue grew strongly despite the declines in memory chip prices in the quarter. Hardware sales gross profit dollars decreased 19.8 percent when compared to the first quarter of 1997. The decrease was primarily driven by pricing pressures associated with personal computers, hard disk drives and memory chip prices when compared to the first quarter of 1997. These declines were partially offset by improved margins for System/390 and AS/400 products. Services Other Than Maintenance (Dollars in millions) Three Months Ended March 31 ------------------ 1998 1997 ------- ------- Total revenue $ 5,008 $ 4,095 Total cost 3,952 3,297 ------- ------- Gross profit $ 1,056 $ 798 Gross profit margin 21.1% 19.5% Services revenue increased 22.3 percent, when compared to the first quarter of 1997. Services revenue was negatively affected by about 5 percentage points from currency in the quarter. The increase was driven by strong growth in all categories of service offerings. The company signed service agreements totaling about $6.8 billion in the quarter. Services gross profit dollars increased by 32.3 percent over the first quarter of 1997. - 7 - Results of Operations - (continued) Software (Dollars in millions) Three Months Ended March 31 ------------------ 1998 1997 ------- ------- Total revenue $ 3,018 $ 2,950 Total cost 771 912 ------- ------- Gross profit $ 2,247 $ 2,038 Gross profit margin 74.5% 69.1% Revenue from software increased 2.3 percent from the first quarter of 1997. Software revenue was negatively affected by approximately 5 percentage points from currency in the quarter. The increase was a result of higher host-based computer software revenue associated with AS/400 products and growth from distributed software offerings, primarily from Tivoli. Software gross profit dollars increased 10.3 percent versus the first quarter of 1997. The increase was primarily a result of lower amortization costs incurred in the first quarter of 1998 versus 1997. Maintenance (Dollars in millions) Three Months Ended March 31 ------------------ 1998 1997 ------- ------- Total revenue $ 1,476 $ 1,603 Total cost 782 853 ------- ------- Gross profit $ 694 $ 750 Gross profit margin 47.0% 46.8% Maintenance revenue decreased 7.9 percent from the first quarter of 1997. Maintenance revenue was negatively impacted by about 5 percentage points from currency in the quarter. The gross profit dollars decreased 7.5 percent when compared to the first quarter of 1997. Maintenance revenue and gross profit margins continue to be affected by price reductions on maintenance offerings. - 8 - Results of Operations - (continued) Rentals and Financing (Dollars in millions) Three Months Ended March 31 ------------------ 1998 1997 ------- ------- Total revenue $ 996 $ 899 Total cost 561 410 ------- ------- Gross profit $ 435 $ 489 Gross profit margin 43.6% 54.4% Rentals and financing revenue increased 10.7 percent when compared to the same period in 1997. Revenue from rentals and financing was negatively affected by approximately 3 percentage points from currency in the quarter. The increase in revenue was primarily due to higher operating lease activity in 1998 versus the first quarter of 1997. Gross profit dollars declined 11.0 percent when compared to the first quarter of 1997. The decrease was primarily a result of a trend towards financing a greater volume of low-end products and faster revenue growth in the more competitive U.S. market. Expenses (Dollars in millions) Three Months Ended March 31 ------------------ 1998 1997 ------- ------- Selling, general and administrative $ 3,719 $ 3,684 Percentage of revenue 21.1% 21.3% Research, development and engineering $ 1,179 $ 1,069 Percentage of revenue 6.7% 6.2% Selling, general and administrative expense increased 1.0 percent from first quarter 1997. Currency had a benefit of about 3 percentage points in the first quarter of 1998. The increase was primarily driven by increased spending associated with the Olympics in the first quarter of 1998. The company continues to reduce infrastructure expense, reduce expense associated with low-growth businesses and invest in growth segments in a disciplined manner. Research, development and engineering expense increased 10.2 percent from the first quarter of 1997. The increase was due to the charges associated with the acquisition of Software Artistry, Inc. and CommQuest Technologies in the first quarter of 1998. - 9 - Results of Operations - (continued) Interest on total borrowings of the company and its subsidiaries, which includes interest expense and interest costs associated with rentals and financing, amounted to $408 million for the first quarter of 1998. Of this amount, $4 million was capitalized. The effective tax rate for the three months of 1998 was 32.0 percent versus 35.5 percent for the same period in 1997. The 3.5 point decrease in the effective tax rate in 1998 versus 1997 was primarily the result of the mix of earnings and the corresponding weighting of tax rates on a country- by-country basis, as the company continued to expand into markets with lower effective tax rates. Financial Condition The company has continued to make significant investments during the first quarter to fund its future growth and increase shareholder value. These included expenditures of $1.8 billion for the repurchase of the company's common shares, $1.3 billion for research, development and engineering, and $1.2 billion in plant, rental machines and other property. The company had $5.9 billion in cash, cash equivalents and marketable securities at March 31, 1998. Cash Flow (Dollars in millions) Three Months Ended March 31 ------------------ 1998 1997 ------- ------- Net cash provided from (used in): Operating activities $ 941 $ 349 Investing activities (1,413) (1,074) Financing activities (1,098) (887) Effect of exchange rate changes on cash and cash equivalents (41) (116) ------- ------- Net change in cash and cash equivalents $(1,611) $(1,728) - 10 - Financial Condition - (continued) Working Capital (Dollars in millions) At March 31 At December 31 1998 1997 ----------- -------------- Current assets $ 37,571 $ 40,418 Current liabilities 29,992 33,507 -------- -------- Working capital $ 7,579 $ 6,911 Current ratio 1.25:1 1.21:1 The company's current ratio improved to 1.25 to 1. Current assets declined $2.8 billion from year-end 1997 with declines $1.7 billion in cash, cash equivalents, and marketable securities and $1.8 billion in accounts receivable, offset by an increase of $.3 billion in prepaid expenses. The decrease in cash, cash equivalents and marketable securities results primarily from the share repurchases, and capital expenditures, offset by cash generated from operations and debt financing. The decline in accounts receivable was attributable to the lower volumes normally associated with the first quarter, while prepaid expenses reflect the seasonal increase in prepaid expenses from year-end levels. Current liabilities declined $3.5 billion, with declines of $2.9 billion in accruals, taxes and accounts payable (resulting primarily from seasonal declines in these balances from their normally higher year-end levels), and $.6 billion in short-term debt. Investments During the first quarter of 1998, the company continued to invest in its rapidly growing services business, primarily in the management of customers' information technology and also invested in manufacturing capacity for hard disk drives and microelectronics. The company's capital investments for plant, rental machines and other property were $1.2 billion during the first quarter of 1998, a decrease of $.1 billion from the comparable 1997 period. In addition to software development expenses included in research, development and engineering expense, the company capitalized $.1 billion of software costs during the first three months of both 1998 and 1997. Amortization of capitalized software costs amounted to $.2 billion and $.3 billion during the first quarter of 1998 and 1997, respectively. Investments and sundry assets were $21.4 billion at March 31, 1998, a decrease of $.5 billion from year-end 1997, resulting primarily from a decrease in non-current sales-type lease receivables and deferred tax assets, partially offset by an increase in the company's investment in business alliances. - 11 - Financial Condition - (continued) Other Non-Current Liabilities Other non-current liabilities of $12.7 billion at March 31, 1998, declined $.3 billion from year-end 1997 primarily due to reductions in restructuring accrual balances related to prior restructuring programs, and in non-U.S. retirement reserves. Debt and Equity (Dollars in millions) At March 31 At December 31 1998 1997 ----------- -------------- "Core" debt $ 3,402 $ 3,102 Global financing debt 24,294 23,824 -------- -------- Total debt $ 27,696 $ 26,926 Stockholders' Equity $ 18,865 $ 19,816 Debt/capitalization 59.5% 57.6% Global financing debt/equity 6.8:1 6.5:1 Total debt increased $.8 billion from year-end 1997, as debt in support of growth in global financing assets increased $.5 billion and "core" debt increased $.3 billion. Stockholders' equity declined $1.0 billion from December 31, 1997, as the increase in the company's retained earnings was more than offset by the common share repurchases. Liquidity The company maintains a $10.0 billion committed global credit facility as part of its ongoing efforts to ensure appropriate levels of liquidity. At March 31, 1998, $9.1 billion of this confirmed line of credit remained unused and available for future use. At March 31, 1998, the company had an outstanding balance of $1.1 billion of assets under management from the securitization of loans, leases and trade receivables. On January 6, 1998, the company issued $700 million of 6.5 percent Debentures due January 15, 2028, the net proceeds of which were used for general corporate purposes. In February 26, 1998, Standard and Poor's upgraded its credit rating for IBM and its rated subsidiaries senior debt to A+ from A, and its preferred stock rating to A from A-. - 12 - Financial Condition - (continued) Forward Looking and Cautionary Statements Except for the historical information and discussions contained herein, statements contained in this Form 10-Q may constitute 'forward looking statements' within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, including the company's failure to continue to develop and market new and innovative products and services and to keep pace with technological change; competitive pressures; failure to obtain or protect intellectual property rights; the ultimate impact of the various Year 2000 issues on the company's business, financial condition or results of operations; quarterly fluctuations in revenues and volatility of stock prices; the company's ability to attract and retain key personnel; currency and customer financing risks; dependence on certain suppliers; changes in the financial or business condition of the company's distributors or resellers; the company's ability to successfully manage acquisitions and alliances; legal, political and economic changes and other risks, uncertainties and factors discussed in the company's other filings with the Securities and Exchange Commission and in materials incorporated therein by reference, including the company's Form 10-K filed on March 30, 1998. Part II - Other Information Item 6(a). Exhibits Exhibit Number 11 Statement re: computation of per share earnings. 12 Statement re: computation of ratios. Item 6(b). Reports on Form 8-K A Form 8-K dated January 6, 1998, was filed to incorporate by reference into Registration Statement No. 333-40669 on Form S-3, effective December 10, 1997, the Underwriting Agreement dated January 6, 1998, among International Business Machines Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear, Stearns & Co. Inc., Chase Securities Inc., Lehman Brothers Inc., and Morgan Stanley & Co. Incorporated. In addition, the Form of the 6.50% Debenture due 2028 was filed. No financial statements were filed with the Form 8-K. A Form 8-K dated January 20, 1998 was filed with respect to the company's financial results for the periods ended December 31, 1997, and included unaudited consolidated financial statements for the periods ended December 31, 1997. - 13 - Part II - Other Information - (continued) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. International Business Machines Corporation ------------------------------------------- (Registrant) Date: May 14, 1998 By: John R. Joyce ------------------------------------------- John R. Joyce Vice President and Controller - 14 -