Technology
Notice of Annual General Meeting of Implantica AG
Published
1 year agoon
By
VADUZ, Liechtenstein, April 25, 2025 /PRNewswire/ — The depository receipt holders of Implantica AG, reg. no. FL-0002.629.889-3, are hereby invited to attend the annual general meeting to be held on Thursday, May 15, 2025, at 14:00 at Hotel Kommod, Industriering 14, 9491 Ruggell, Liechtenstein.
Right to participate and notice
Anyone wishing to attend the annual general meeting must:
be entered as depository receipt holder in the Swedish Depository Receipt (“SDR”) register kept by the Swedish central securities depository Euroclear Sweden on Wednesday, April 30, 2025, andnotify the company of their intention to attend no later than May 7, 2025, by email to investorrelations@implantica.com or by post to Implantica AG, Annual General Meeting, Aeulestrasse 45, 9490 Vaduz, Liechtenstein
When giving notification to attend, please specify the SDR holder’s name, personal identity or company registration number, address, telephone number and the number of any representative (no more than two).
in lieu of physical participation, votes may be cast by the SDR holder no later than Wednesday, May 7, 2025, in accordance with the instructions on the Postal Voting Form, see appendix 1, so that the voting form is received by Pareto Securities AB (the “Custodian”) no later than that day. The Custodian will forward the votes for representation to the local independent proxy, Mr. Philipp Wanger, Attorney-at-law.
If SDR holders are represented by a proxy, a written and dated power of attorney signed by the SDR holder must be issued to the proxy. The power of attorney must not be older than one year, unless a longer validity term (maximum five years) has been stipulated. Anyone representing a legal entity must present a copy of the registration certificate or other document demonstrating the signatory’s authority to sign for the legal entity. In order to facilitate registration at the annual general meeting, the power of attorney as well as the registration certificate and other authorization documents should be received by the company at the above address by May 7, 2025, at the latest.
Holders of depository receipts who hold their receipts through nominees (Sw. förvaltare), such as a bank, must request a temporary registration of the voting rights in their own name in the share register kept by Euroclear Sweden (so called voting right registration) in order to be able to participate at the annual general meeting. Holders of depository receipts who want to obtain such registration must contact the nominee regarding this in advance of April 30, 2025.
Proposed agenda
Opening of the meeting and appointment of the Chair of the meetingPreparation and approval of the voting listApproval of the agendaAppointment of one or two persons to approve the minutesDetermination of whether the meeting has been duly convenedAddress by the CEO and CFOPresentation of the annual report, the statutory annual financial statements, the consolidated financial statements and auditor’s reportsResolution and adoption of the statutory financial statements and the consolidated financial statements of Implantica AG, acknowledging the reports of the auditorsResolution on the net result in accordance with the adopted balance sheetResolution on discharge of the Board of Directors, Executive Management and the AuditorsResolution on approval of remuneration of the Board of Directors and Executive ManagementElection of the Board of Directors and the Chairman and Vice-Chairman of the Board of Directors Election of the Chairman of the Board of DirectorsElection of the Vice-Chairman of the Board of DirectorsElection of the members of the Board of DirectorsElection of the Chairman and the member of the Nomination and Remuneration CommitteeElection of the independent proxyElection of the auditorsResolution on amendment of Article 4a para. 1 of the Articles of AssociationResolution on amendment of Article 4 para. 5 of the Articles of AssociationClosing of the meeting
Resolution proposals and Elections
The following agenda items are scheduled for the Annual General Meeting (“AGM”):
8. Resolution and adoption of the statutory financial statements and the consolidated financial statements of Implantica AG
Proposal of the Board of Directors:
Approval of the annual report 2024 consisting of the statutory financial statements and the consolidated financial statements of Implantica AG, acknowledging the reports of the auditors.
9. Resolution on the net result in accordance with the adopted balance sheet
Proposal of the Board of Directors:
Carry forward of the net loss for the financial year 2024 in accordance with the adopted balance sheet and to no payment of dividend.
10. Resolution on discharge of the Board of Directors, Executive Management and the Auditors
Proposal of the Board of Directors:
Granting of discharge to the members of the Board of Directors for financial year 2024.Granting of discharge to the members of the Executive Management for financial year 2024.Granting of discharge to the Auditor for financial year 2024.
11. Resolution on approval of remuneration of the Board of Directors and Executive Management
Proposal of the Board of Directors:
Approve the total remuneration of the Board of Directors of TEUR 106 for financial year 2024. The total remuneration includes fixed compensation, pension contributions and a long-term share-based incentive plan.Approve the total remuneration of the Executive Management of TEUR 821 for financial year 2024. The total remuneration includes fixed compensation, pension contributions and a long-term share-based incentive plan. Executive Management is made up of the Chief Executive Officer, the Chief Financial Officer, the Chief Strategy Officer and the Chief Corporate Affairs Officer.
12. Election of the Board of Directors and the Chairman and Vice-Chairman of the Board of Directors
The Board of Directors of the company currently consists of four ordinary members. It is proposed to re-elect all current board members for the period until the end of the next annual general meeting including the re-election of Liselott Kilaas as Chairman and Johan Bojs as Vice-Chairman.
Proposal of the Board of Directors:
Re-election of Liselott Kilaas as member and Chairman of the Board of Directors for a term of office until completion of the next Annual General Meeting of shareholders.Re-election of Johan Bojs as member and Vice-Chairman of the Board of Directors for a term of office until completion of the next Annual General Meeting of shareholders.Re-election of Tomas Puusepp as member of the Board of Directors for a term of office until completion of the next Annual General Meeting of shareholders.Re-election of Stephan Siegenthaler as member of the Board of Directors for a term of office until completion of the next Annual General Meeting of shareholders.
13. Election of members and Chairman of the Nomination and Remuneration Committee
Proposal of the Board of Directors:
Re-election of Johan Bojs as Chairman of the Nomination and Remuneration Committee for a term of office until completion of the next Annual General Meeting of shareholders.Election of Tomas Puusepp as member of the Nomination and Remuneration Committee for a term of office until completion of the next Annual General Meeting of shareholders.
14. Election of the independent proxy
Proposal of the Board of Directors:
Re-election of Philipp Wanger, Attorney-at-law, Neugasse 17, 9490 Vaduz, Liechtenstein as independent proxy until the next annual general meeting of shareholders.
15. Election of the auditors
Proposal of the Board of Directors:
Re-election of KPMG (Liechtenstein) AG, Aeulestrasse 2, 9490 Vaduz, Liechtenstein as auditor for the financial year 2025.
16. Resolution on amendment of Article 4a para. 1 of the Articles of Association
Resolve on an authorization for the board of directors to, with or without deviation from the shareholders’ preferential rights, resolve on new share issues. The objective of the authorization is to provide the board of directors with flexibility in its work to ensure that the company can procure capital for the financing of the operations in an appropriate manner, to enable business or company acquisitions and to enable a broadening of the company’s shareholder base.
Proposal of the Board of Directors:
Art. 4a para. 1: The Board of Directors is authorized to increase the share capital, at any time until May 14, 2030, by a maximum amount of CHF 69’461’536 by issuing a maximum of 34’730’768 fully paid up registered ordinary shares (Class A) with a par value of CHF 2 each. An increase of the share capital in partial amounts shall be permissible.
Art. 4a Abschnitt 1: Der Verwaltungsrat ist ermächtigt, jederzeit bis zum 14. Mai 2030 das Aktienkapital im Maximalbetrag von CHF 69’461’536 durch Ausgabe von höchstens 34’730’768 voll zu liberierenden auf den Namen lautende Aktien (Class A) mit einem Nennwert von je CHF 2 zu erhöhen. Erhöhungen in Teilbeträgen sind gestattet.
17. Resolution on amendment of Article 4 para. 5 of the Articles of Association
Resolve on an authorization for the board of directors to, with or without deviation from the shareholders’ preferential rights, resolve on new share issues for the exercise of contingent capital comprising conversion rights or options in relation with convertible debt instruments. The objective of the authorization is to provide the board of directors with flexibility in its work to ensure that the company can procure capital for the financing of the operations in an appropriate manner, to enable business or company acquisitions and to enable a broadening of the company’s shareholder base. Furthermore, to resolve on adding the sentence, “An increase of the share capital in partial amounts shall be permissible,” to this Article 4 para. 5.
Proposal of the Board of Directors:
Art. 4 para. 5: The share capital may be increased by a maximum of CHF 69’461’536 through the issuance of a maximum of 34’730’768 fully paid up registered ordinary shares (Class A) with a par value of CHF 2 each by means of the exercise of conversion rights or options in relation with convertible debt instruments, loans and similar forms of financing of the Company or of a subsidiary company. The conditions for the granting of the option rights and conversion rights shall be determined by the Board of Directors. The Board of Directors is authorized to restrict or exclude shareholders’ advance subscription rights if the convertible debt instruments, loans and similar forms of financing are used, (i) in connection with the financing and refinancing of the business of the Company or its subsidiaries or (ii) in connection with the financing and refinancing of the takeover of companies, parts of companies, interests or co-operations or strategic partnerships. To the extent shareholders’ advance subscription rights are excluded, the exercise period for conversion and option rights granted shall not exceed 5 years and the conversion or exercise price for the new shares to be issued shall at least correspond to the market conditions at the time of the issue of the relevant debt or loan instrument. An increase of the share capital in partial amounts shall be permissible.
Art. 4 Abschnitt 5: Das Aktienkapital kann sich durch Ausgabe von maximal 34’730’768 voll zu liberierenden Namenaktien (Class A) im Nennwert von je CHF 2 um maximal CHF 69’461’536 erhöhen, infolge der Ausübung von Wandel- oder Optionsrechte, welche in Zusammenhang mit Wandelschuldinstrumenten, Wandeldarlehen und ähnlichen Finanzierungsformen der Gesellschaft oder einer ihrer Tochtergesellschaften eingeräumt worden sind. Die Ausgabebedingungen für die Options- und Wandelrechte werden durch den Verwaltungsrat festgelegt. Der Verwaltungsrat ist ermächtigt, das Vorwegzeichnungsrecht der Aktionäre aufzuheben oder einzuschränken, sofern die Wandelschuldinstrumente, Wandeldarlehen und ähnliche Finanzierungsformen (i) im Zusammenhang mit der Finanzierung und Refinanzierung der Gesellschaft oder ihrer Tochtergesellschaften, oder (ii) im Zusammenhang mit der Finanzierung und Refinanzierung der Übernahme von Unternehmen, Unternehmensteilen, Beteiligungen oder Kooperationen und strategischen Partnerschaften verwendet werden. Soweit das Vorwegzeichnungsrecht ausgeschlossen ist, ist die Ausübungsfrist auf höchstens fünf Jahre und der Ausgabepreis für die neuen Aktien mindestens zu den Marktbedingungen zum Zeitpunkt der Ausgabe des Schuldinstruments bzw. Darlehens anzusetzen. Erhöhungen in Teilbeträgen sind gestattet.
Number of shares and votes in the company
Implantica AG has two classes of shares, class A and class B. The class A shares are listed on the Nasdaq First North Premier Growth Market, through Swedish Depository Receipts (“SDRs”). One SDR represents one class A share in Implantica AG. Each class A and class B share provide entitlement to one vote. The total number of class A shares in the company amounts to 58,211,537 shares with a nominal value of CHF 2.00 each (class A) and 1,125,000,000 class B shares with a nominal value of CHF 0.02 each (class B), therefore, the total number of votes in the company amounts to 1,183,211,537 votes. At the date of this notice, there are 14,321 SDRs representing treasury class A shares, which cannot be represented at the annual general meeting.
Information at the meeting
The board of directors and the CEO shall, if any SDR holder so requests and the board of directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances which may affect the assessment of the company’s or subsidiaries’ financial position and circumstances that may affect the company’s relation to other companies within the group. SDR holders who want to submit questions in advance may do so in writing by way of e-mail at investorrelations@implantica.com.
Documents
Complete proposals and statements, including the auditor’s statement, as well as accounting documents and audit report for 2024, will be available at the company’s offices on Aeulestrasse 45, 9490 Vaduz, Liechtenstein and on the company’s website, www.implantica.com, no later than three weeks before the general meeting.
Minutes
The minutes of the annual general meeting will be available for review from the evening of June 13, 2025, at the latest at the company’s headquarters, Aeulestrasse 45, 9490 Vaduz, Liechtenstein and on the company’s website www.implantica.com.
Processing of personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Implantica AG
The Board of Directors
April 25, 2025
For further information, please contact:
Nicole Pehrsson, Chief Corporate Affairs Officer
Telephone (CH): +41 (0)79 335 09 49
nicole.pehrsson@implantica.com
Implantica is listed on Nasdaq First North Premier Growth Market in Stockholm.
The company’s Certified Adviser is FNCA Sweden AB, info@fnca.se
The information was sent for publication, through the agency of the contact person set out above, on April 25, 2025, at 10:15 a.m. CEST.
About Implantica
Implantica is a medtech group dedicated to bringing advanced technology into the body. Implantica’s lead product, RefluxStop™, is a CE-marked implant for the prevention of gastroesophageal reflux that will potentially create a paradigm shift in anti-reflux treatment as supported by successful clinical trial results. Implantica also focuses on eHealth inside the body and has developed a broad, patent protected, product pipeline based partly on two platform technologies: an eHealth platform designed to monitor a broad range of health parameters, control treatment from inside the body and communicate to the caregiver on distance and a wireless energising platform designed to power remote controlled implants wirelessly through intact skin. Implantica is listed on Nasdaq First North Premier Growth Market (ticker: IMP A SDB). Visit www.implantica.com for further information.
Newsroom
https://www.implantica.com/media/media-kit
Media Contact:
Implantica AG
Juanita Eberhart, VP Marketing & Advocacy
M: +1 925-381-4581
juanita.eberhart@implantica.com
This information was brought to you by Cision http://news.cision.com
https://news.cision.com/implantica/r/notice-of-annual-general-meeting-of-implantica-ag,c4140327
The following files are available for download:
https://mb.cision.com/Main/19732/4140327/3409554.pdf
Notice of 2025 Annual General Meeting of Implantica AG
https://mb.cision.com/Public/19732/4140327/90ea26b536ff7c5d.pdf
Form for advanced postal voting
View original content:https://www.prnewswire.co.uk/news-releases/notice-of-annual-general-meeting-of-implantica-ag-302438228.html
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SECOND-QUARTER 2026 INCOME STATEMENT SUMMARY
Revenue
Gross
Profit
Gross
Profit
Margin
Pre-tax
Income
Pre-tax
Income
Margin
Net
Income
Diluted
Earnings
Per Share
GAAP from
Continuing
Operations
$ 17.2 B
$ 9.9 B
57.7
%
$ 2.5 B
14.4
%
$ 2.2 B
$ 2.27
Year/Year
1
%
(1)
%
(1.0)
Pts
(5)
%
(0.9)
Pts
(1)
%
(2)
%
Operating
(Non-GAAP)
$ 10.2 B
59.4
%
$ 3.3 B
19.2
%
$ 2.8 B
$ 2.93
Year/Year
0
%
(0.7)
Pts
3
%
0.3
Pts
5
%
5
%
Segment Results for Second Quarter
Software — revenues of $7.8 billion, up 5 percent:
– Hybrid Cloud (Red Hat) up 11 percent
– Automation up 4 percent, up 3 percent at constant currency
– Data up 19 percent, up 18 percent at constant currency
– Transaction Processing down 8 percent, down 9 percent at constant currency
Consulting — revenues of $5.3 billion, flat, up 1 percent at constant currency:
– Strategy and Technology flat, up 1 percent at constant currency
– Intelligent Operations flat, up 1 percent at constant currency
Infrastructure — revenues of $3.8 billion, down 7 percent:
– Hybrid Infrastructure down 10 percent
— IBM Z down 42 percent
— Distributed Infrastructure up 37 percent
– Infrastructure Support down 1 percent
Financing — revenues of $0.2 billion, up 12 percent, up 11 percent at constant currency
Cash Flow and Balance Sheet
In the second quarter, the company generated net cash from operating activities of $2.6 billion, up $0.9 billion year to year. IBM’s free cash flow was $2.5 billion, down $0.3 billion year to year. The company returned $1.6 billion to shareholders in dividends in the second quarter.
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Dividend Declaration
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Forward-Looking and Cautionary Statements
Except for the historical information and discussions contained herein, statements contained in this release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on the company’s current assumptions regarding future business and financial performance. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, including, but not limited to, the following: a downturn in economic environment and client spending budgets; a failure of the company’s innovation initiatives; damage to the company’s reputation; risks from investing in growth opportunities; failure of the company’s intellectual property portfolio to prevent competitive offerings and the failure of the company to obtain necessary licenses; the company’s ability to successfully manage acquisitions, alliances and divestitures, including integration challenges, failure to achieve objectives, the assumption or retention of liabilities and higher debt levels; fluctuations in financial results; impact of local legal, economic, political, health and other conditions; the company’s failure to meet growth and productivity objectives; ineffective internal controls; the company’s use of accounting estimates; impairment of the company’s goodwill or amortizable intangible assets; the company’s ability to attract and retain key employees and its reliance on critical skills; impacts of relationships with critical suppliers; product and service quality issues; the development and use of AI, including the company’s increased AI solutions and use of AI technologies; impacts of business with government clients; reliance on third party distribution channels and ecosystems; cybersecurity and data protection considerations; adverse effects related to climate change and other environmental matters; tax matters; legal proceedings and investigatory risks; the company’s pension plans; currency fluctuations and customer financing risks; impact of changes in market liquidity conditions and customer credit risk on receivables; risk factors related to IBM securities; and other risks, uncertainties and factors discussed in the company’s Form 10-Qs, Form 10-K and in the company’s other filings with the U.S. Securities and Exchange Commission or in materials incorporated therein by reference.
Any forward-looking statement in this release speaks only as of the date on which it is made. Except as required by law, the company assumes no obligation to update or revise any forward-looking statements.
Presentation of Information in this Press Release
In an effort to provide investors with additional information regarding the company’s results as determined by generally accepted accounting principles (GAAP), the company has also disclosed in this press release the following non-GAAP information, which management believes provides useful information to investors:
adjusting for currency (i.e., at constant currency);
presenting operating (non-GAAP) earnings per share amounts and related income statement items;
free cash flow;
net cash from operating activities excluding IBM Financing receivables;
adjusted EBITDA;
adjusted EBITDA margin.
The rationale for management’s use of these non-GAAP measures is included in Exhibit 99.2 in the Form 8-K that includes this press release and is being submitted today to the SEC.
Conference Call and Webcast
IBM’s regular quarterly earnings conference call is scheduled to begin at 5:00 p.m. ET, today. The Webcast may be accessed via a link at https://www.ibm.com/investor/events/earnings-2q26. Presentation charts will be available shortly before the Webcast.
Financial Results Below (certain amounts may not add due to use of rounded numbers; percentages presented are calculated from the underlying whole-dollar amounts).
Contact: IBM
Tim Davidson, 914-844-7847
tfdavids@us.ibm.com
Erin McElwee, 347-920-6825
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COMPARATIVE FINANCIAL RESULTS
(Unaudited; $ in millions except per share amounts)
Three Months Ended
June 30,
Six Months Ended
June 30,
2026
2025
2026
2025
REVENUE BY SEGMENT
Software
$ 7,761
$ 7,387
$ 14,813
$ 13,722
Consulting
5,327
5,314
10,599
10,382
Infrastructure
3,835
4,142
7,161
7,027
Financing
186
166
406
357
Other
52
(31)
100
30
TOTAL REVENUE
17,162
16,977
33,079
31,519
GROSS PROFIT
9,907
9,977
18,857
18,008
GROSS PROFIT MARGIN
Software
82.6
%
83.9
%
82.7
%
83.7
%
Consulting
28.9
%
27.5
%
28.2
%
27.4
%
Infrastructure
58.4
%
61.5
%
57.7
%
57.9
%
Financing
42.5
%
45.7
%
43.0
%
45.8
%
TOTAL GROSS PROFIT MARGIN
57.7
%
58.8
%
57.0
%
57.1
%
EXPENSE AND OTHER INCOME
SG&A
4,981
5,027
10,071
9,913
R&D
2,311
2,097
4,485
4,047
Intellectual property and custom development income
(166)
(215)
(338)
(468)
Other (income) and expense
(185)
(39)
(186)
(204)
Interest expense
486
510
959
965
TOTAL EXPENSE AND OTHER INCOME
7,428
7,380
14,991
14,253
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES
2,479
2,597
3,866
3,755
Pre-tax income margin
14.4
%
15.3
%
11.7
%
11.9
%
Provision for/(benefit from) income taxes
313
404
484
507
Effective tax rate
12.6
%
15.5
%
12.5
%
13.5
%
INCOME FROM CONTINUING OPERATIONS
$ 2,166
$ 2,193
$ 3,382
$ 3,248
DISCONTINUED OPERATIONS
Income/(loss) from discontinued operations, net of
taxes
(1)
1
(1)
1
NET INCOME
$ 2,165
$ 2,194
$ 3,381
$ 3,249
EARNINGS PER SHARE OF COMMON STOCK
Assuming dilution
Continuing operations
$ 2.27
$ 2.31
$ 3.55
$ 3.43
Discontinued operations
$ 0.00
$ 0.00
$ 0.00
$ 0.00
TOTAL
$ 2.27
$ 2.31
$ 3.55
$ 3.43
Basic
Continuing operations
$ 2.30
$ 2.36
$ 3.60
$ 3.49
Discontinued operations
$ 0.00
$ 0.00
$ 0.00
$ 0.00
TOTAL
$ 2.30
$ 2.36
$ 3.60
$ 3.50
WEIGHTED-AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING (M’s)
Assuming dilution
953.3
948.0
952.7
946.7
Basic
941.2
930.8
939.9
929.4
INTERNATIONAL BUSINESS MACHINES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
($ in millions)
At June 30,
2026
At December 31,
2025
ASSETS:
Current assets:
Cash and cash equivalents
$ 7,172
$ 13,587
Restricted cash
45
54
Marketable securities
960
830
Notes and accounts receivable – trade, net
6,044
8,112
Short-term financing receivables
Held for investment, net
5,782
7,344
Held for sale
874
1,131
Other accounts receivable, net
1,348
1,052
Inventories
1,746
1,220
Deferred costs
1,238
1,084
Prepaid expenses and other current assets
3,188
2,530
Total current assets
28,398
36,944
Property, plant and equipment, net
5,736
5,899
Operating right-of-use assets, net
3,068
3,129
Long-term financing receivables, net
7,126
7,708
Prepaid pension assets
7,645
7,544
Deferred costs
835
825
Deferred taxes
8,709
8,610
Goodwill
74,599
67,717
Intangibles, net
13,955
11,391
Investments and sundry assets
2,028
2,112
Total assets
$ 152,099
$ 151,880
LIABILITIES:
Current Liabilities:
Taxes
$ 2,023
$ 2,347
Short-term debt
5,775
6,424
Accounts payable
4,395
4,756
Compensation and benefits
3,364
4,114
Deferred income
16,160
16,101
Operating lease liabilities
770
800
Other liabilities
3,425
4,116
Total current liabilities
35,912
38,658
Long-term debt
56,212
54,836
Retirement-related obligations
8,603
9,018
Deferred income
4,272
4,271
Operating lease liabilities
2,515
2,547
Other liabilities
10,044
9,810
Total liabilities
117,558
119,139
EQUITY:
IBM stockholders’ equity:
Common stock
64,600
63,318
Retained earnings
155,937
155,648
Treasury stock – at cost
(170,934)
(170,605)
Accumulated other comprehensive income/(loss)
(15,151)
(15,713)
Total IBM stockholders’ equity
34,452
32,648
Noncontrolling interests
89
93
Total equity
34,541
32,740
Total liabilities and equity
$ 152,099
$ 151,880
INTERNATIONAL BUSINESS MACHINES CORPORATION
STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
($ in millions)
2026
2025 (1)
2026
2025 (1)
Cash flows from operating activities:
Net income
$ 2,165
$ 2,194
$ 3,381
$ 3,249
Adjustments to reconcile net income to cash provided by operating
activities:
Depreciation (2)
533
578
1,088
1,114
Amortization of capitalized software and acquired intangible assets
817
687
1,535
1,328
Stock-based compensation
498
441
1,004
842
Net (gain)/loss on divestitures, asset sales and other
(67)
(18)
(78)
(40)
Changes in operating assets and liabilities, net of
acquisitions/divestitures
(1,349)
(2,180)
836
(421)
Net cash provided by operating activities
2,597
1,701
7,766
6,071
Cash flows from investing activities:
Payments for property, plant and equipment
(229)
(209)
(461)
(454)
Proceeds from disposition of property, plant and equipment/other
23
37
31
111
Investment in software
(154)
(164)
(313)
(314)
Purchases of marketable securities and other investments
(1,259)
(1,255)
(2,871)
(7,740)
Proceeds from disposition of marketable securities and other
investments
1,152
4,036
3,123
4,962
Acquisition of businesses, net of cash acquired
(15)
(747)
(10,480)
(7,845)
Divestiture of businesses, net of cash transferred
–
–
1
(1)
Net cash provided by/(used in) investing activities
(481)
1,698
(10,970)
(11,281)
Cash flows from financing activities:
Proceeds from new debt
0
7
7,437
8,385
Payments to settle debt
(4,213)
(1,308)
(7,141)
(2,565)
Short-term borrowings/(repayments) less than 90 days – net
1
0
0
(29)
Common stock repurchases for tax withholdings
(116)
(153)
(465)
(437)
Proceeds from issuance of shares
240
186
418
401
Financing – other
(49)
(22)
(91)
(54)
Cash dividends paid
(1,590)
(1,563)
(3,166)
(3,112)
Net cash provided by/(used in) financing activities
(5,728)
(2,855)
(3,008)
2,589
Effect of exchange rate changes on cash, cash equivalents and restricted
cash
(35)
320
(211)
487
Net change in cash, cash equivalents and restricted cash
(3,646)
865
(6,423)
(2,134)
Cash, cash equivalents and restricted cash at the beginning of the period
10,864
11,161
13,640
14,160
Cash, cash equivalents and restricted cash at the end of the period
$ 7,217
$ 12,026
$ 7,217
$ 12,026
_____________________
(1) Reclassified to align with the Consolidated Statement of Cash Flows presentation.
(2) Includes operating lease right-of-use assets amortization.
INTERNATIONAL BUSINESS MACHINES CORPORATION
GAAP NET INCOME TO ADJUSTED EBITDA RECONCILIATION
(Unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
($ in billions)
2026
2025
Yr/Yr
2026
2025
Yr/Yr
Net income as reported (GAAP)
$ 2.2
$ 2.2
$ 0.0
$ 3.4
$ 3.2
$ 0.1
Less: income from discontinued operations, net of tax
0.0
0.0
0.0
0.0
0.0
0.0
Income from continuing operations
2.2
2.2
0.0
3.4
3.2
0.1
Provision for/(benefit from) income taxes from continuing ops.
0.3
0.4
(0.1)
0.5
0.5
0.0
Pre-tax income from continuing operations (GAAP)
2.5
2.6
(0.1)
3.9
3.8
0.1
Non-operating adjustments (before tax)
Acquisition-related charges (1)
0.7
0.6
0.1
1.4
1.1
0.2
Non-operating retirement-related costs/(income)
0.1
0.0
0.1
0.2
0.0
0.1
Operating (non-GAAP) pre-tax income from continuing ops.
3.3
3.2
0.1
5.4
4.9
0.5
Net interest expense
0.4
0.3
0.1
0.7
0.6
0.1
Depreciation/amortization of non-acquired intangible assets
0.7
0.7
0.0
1.4
1.4
0.0
Stock-based compensation
0.5
0.4
0.1
1.0
0.8
0.2
Workforce rebalancing charges
0.0
0.0
0.0
0.4
0.3
0.0
Corporate (gains) and charges (2)
(0.1)
0.0
(0.1)
(0.1)
0.0
(0.1)
Adjusted EBITDA
$ 4.8
$ 4.7
$ 0.1
$ 8.8
$ 8.1
$ 0.7
Revenue
$ 17.2
$ 17.0
1 %
$ 33.1
$ 31.5
5 %
GAAP net income margin
12.6 %
12.9 %
(0.3)pts
10.2 %
10.3 %
(0.1)pts
Adjusted EBITDA margin
27.8 %
27.6 %
0.2pts
26.5 %
25.7 %
0.8pts
___________________
(1) Primarily consists of amortization of acquired intangible assets.
(2) Primarily consists of unique corporate actions such as gains on divestitures and asset sales.
INTERNATIONAL BUSINESS MACHINES CORPORATION
SEGMENT DATA
(Unaudited)
Three Months Ended June 30, 2026
($ in millions)
Software
Consulting
Infrastructure
Financing
Revenue
$ 7,761
$ 5,327
$ 3,835
$ 186
Segment profit
$ 2,502
$ 647
$ 835
$ 108
Segment profit margin
32.2
%
12.1
%
21.8
%
58.0
%
Change YTY revenue
5.1
%
0.2
%
(7.4)
%
12.2
%
Change YTY revenue – constant currency
4.6
%
1.1
%
(7.4)
%
11.3
%
Three Months Ended June 30, 2025
($ in millions)
Software
Consulting
Infrastructure
Financing
Revenue
$ 7,387
$ 5,314
$ 4,142
$ 166
Segment profit
$ 2,296
$ 562
$ 965
$ 179
Segment profit margin
31.1
%
10.6
%
23.3
%
107.9
%
Six Months Ended June 30, 2026
(Dollars in Millions)
Software
Consulting
Infrastructure
Financing
Revenue
$ 14,813
$ 10,599
$ 7,161
$ 406
Segment Profit
$ 4,601
$ 1,205
$ 1,360
$ 226
Segment Profit Margin
31.1
%
11.4
%
19.0
%
55.8
%
Change YTY Revenue
7.9
%
2.1
%
1.9
%
13.6
%
Change YTY Revenue – Constant Currency
6.1
%
1.0
%
0.5
%
10.7
%
Six Months Ended June 30, 2025
(Dollars in Millions)
Software
Consulting
Infrastructure
Financing
Revenue
$ 13,722
$ 10,382
$ 7,027
$ 357
Segment Profit
$ 4,143
$ 1,121
$ 1,213
$ 248
Segment Profit Margin
30.2
%
10.8
%
17.3
%
69.3
%
INTERNATIONAL BUSINESS MACHINES CORPORATION
U.S. GAAP TO OPERATING (Non-GAAP) RESULTS RECONCILIATION
(Unaudited; $ in millions except per share amounts)
Three Months Ended June 30, 2026
Continuing Operations
GAAP
Acquisition-
Related
Adjustments (1)
Retirement-
Related
Adjustments (2)
Tax
Reform
Impacts
Operating
(Non-
GAAP)
Gross profit
$ 9,907
$ 287
$ —
$ —
$ 10,194
Gross profit margin
57.7
%
1.7
pts
—
pts
—
pts
59.4
%
SG&A
$ 4,981
$ (421)
$ —
$ —
$ 4,560
Other (income) & expense
(185)
1
(96)
—
(280)
Total expense & other (income)
7,428
(429)
(96)
—
6,903
Pre-tax income from continuing operations
2,479
716
96
—
3,290
Pre-tax income margin from continuing
operations
14.4
%
4.2
pts
0.6
pts
—
pts
19.2
%
Provision for/(benefit from) income taxes (3)
$ 313
$ 167
$ 20
$ (2)
$ 498
Effective tax rate
12.6
%
2.3
pts
0.2
pts
(0.1)
pts
15.1
%
Income from continuing operations
$ 2,166
$ 548
$ 76
$ 2
$ 2,792
Income margin from continuing operations
12.6
%
3.2
pts
0.4
pts
0.0
pts
16.3
%
Diluted earnings per share: continuing
operations
$ 2.27
$ 0.58
$ 0.08
$ 0.00
$ 2.93
Three Months Ended June 30, 2025
Continuing Operations
GAAP
Acquisition-
Related
Adjustments (1)
Retirement-
Related
Adjustments (2)
Tax
Reform
Impacts
Operating
(Non-
GAAP)
Gross profit
$ 9,977
$ 225
$ —
$ —
$ 10,202
Gross profit margin
58.8
%
1.3
pts
—
pts
—
pts
60.1
%
SG&A
$ 5,027
$ (348)
$ —
$ —
$ 4,679
Other (income) & expense
(39)
(1)
(25)
—
(65)
Total expense & other (income)
7,380
(350)
(25)
—
7,005
Pre-tax income from continuing operations
2,597
575
25
—
3,197
Pre-tax income margin from continuing
operations
15.3
%
3.4
pts
0.1
pts
—
pts
18.8
%
Provision for/(benefit from) income taxes (3)
$ 404
$ 132
$ 9
$ —
$ 545
Effective tax rate
15.5
%
1.3
pts
0.2
pts
—
pts
17.0
%
Income from continuing operations
$ 2,193
$ 443
$ 17
$ —
$ 2,652
Income margin from continuing operations
12.9
%
2.6
pts
0.1
pts
—
pts
15.6
%
Diluted earnings per share: continuing
operations
$ 2.31
$ 0.47
$ 0.02
$ —
$ 2.80
____________________
(1) Includes amortization of acquired intangible assets and acquisition-related charges such as in-process research and development, transaction
costs, applicable retention, restructuring and related expenses, tax charges related to acquisition integration, and pre-closing charges, such as
financing costs.
(2) Includes amortization of prior service costs, interest cost, expected return on plan assets, amortized actuarial gains/losses, the impacts of any plan
curtailments/settlements and pension insolvency costs and other costs.
(3) The tax impact on operating (non-GAAP) pre-tax income from continuing operations is calculated under the same accounting principles applied to
the GAAP pre-tax income.
INTERNATIONAL BUSINESS MACHINES CORPORATION
U.S. GAAP TO OPERATING (Non-GAAP) RESULTS RECONCILIATION
(Unaudited; $ in millions except per share amounts)
Six Months Ended June 30, 2026
Continuing Operations
GAAP
Acquisition-
Related
Adjustments (1)
Retirement-
Related
Adjustments (2)
Tax
Reform
Impacts
Operating
(Non-
GAAP)
Gross Profit
$ 18,857
$ 524
$ —
$ —
$ 19,380
Gross Profit Margin
57.0
%
1.6
pts
—
pts
—
pts
58.6
%
SG&A
$ 10,071
$ (829)
$ —
$ —
$ 9,242
Other (Income) & Expense
(186)
1
(192)
—
(378)
Total Expense & Other (Income)
14,991
(838)
(192)
—
13,961
Pre-tax Income from Continuing Operations
3,866
1,361
192
—
5,419
Pre-tax Income Margin from Continuing
Operations
11.7
%
4.1
pts
0.6
pts
—
pts
16.4
%
Provision for/(Benefit from) Income Taxes (3)
$ 484
$ 305
$ 23
$ (6)
$ 806
Effective Tax Rate
12.5
%
2.5
pts
0.0
pts
(0.1)
pts
14.9
%
Income from Continuing Operations
$ 3,382
$ 1,056
$ 169
$ 6
$ 4,613
Income Margin from Continuing Operations
10.2
%
3.2
pts
0.5
pts
0.0
pts
13.9
%
Diluted Earnings Per Share: Continuing
Operations
$ 3.55
$ 1.11
$ 0.18
$ 0.01
$ 4.84
Six Months Ended June 30, 2025
Continuing Operations
GAAP
Acquisition-
Related
Adjustments (1)
Retirement-
Related
Adjustments (2)
Tax
Reform
Impacts
Operating
(Non-
GAAP)
Gross Profit
$ 18,008
$ 426
$ —
$ —
$ 18,434
Gross Profit Margin
57.1
%
1.4
pts
—
pts
—
pts
58.5
%
SG&A
$ 9,913
$ (701)
$ —
$ —
$ 9,212
Other (Income) & Expense
(204)
(1)
(48)
—
(253)
Total Expense & Other (Income)
14,253
(706)
(48)
—
13,499
Pre-tax Income from Continuing Operations
3,755
1,132
48
—
4,935
Pre-tax Income Margin from Continuing
Operations
11.9
%
3.6
pts
0.2
pts
—
pts
15.7
%
Provision for/(Benefit from) Income Taxes (3)
$ 507
$ 260
$ (3)
$ 2
$ 766
Effective Tax Rate
13.5
%
2.2
pts
(0.2)
pts
0.0
pts
15.5
%
Income from Continuing Operations
$ 3,248
$ 872
$ 51
$ (2)
$ 4,169
Income Margin from Continuing Operations
10.3
%
2.8
pts
0.2
pts
0.0
pts
13.2
%
Diluted Earnings Per Share: Continuing
Operations
$ 3.43
$ 0.92
$ 0.05
$ 0.00
$ 4.40
____________________
(1) Includes amortization of acquired intangible assets, and acquisition-related charges such as in-process research and development, transaction
costs, applicable retention, restructuring and related expenses, tax charges related to acquisition integration, and pre-closing charges, such as
financing costs.
(2) Includes amortization of prior service costs, interest cost, expected return on plan assets, amortized actuarial gains/losses, the impacts of any plan
curtailments/settlements and pension insolvency costs and other costs.
(3) The tax impact on operating (non-GAAP) pre-tax income from continuing operations is calculated under the same accounting principles applied to
the GAAP pre-tax income.
INTERNATIONAL BUSINESS MACHINES CORPORATION
GAAP OPERATING CASH FLOW TO FREE CASH FLOW RECONCILIATION
(Unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
($ in millions)
2026
2025
2026
2025
Net cash provided by operating activities per GAAP
$ 2,597
$ 1,701
$ 7,766
$ 6,071
Less: change in IBM Financing receivables
(302)
(1,480)
2,264
606
Net cash from operating activities excl. IBM Financing receivables
2,899
3,182
5,503
5,465
Capital expenditures, net
(359)
(336)
(743)
(657)
Free cash flow
$ 2,540
$ 2,845
$ 4,760
$ 4,808
INTERNATIONAL BUSINESS MACHINES CORPORATION
GAAP OPERATING CASH FLOW TO ADJUSTED EBITDA RECONCILIATION
(Unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
($ in billions)
2026
2025
2026
2025
Net cash provided by operating activities
$ 2.6
$ 1.7
$ 7.8
$ 6.1
Add:
Net interest expense
0.4
0.3
0.7
0.6
Provision for/(benefit from) income taxes from continuing operations
0.3
0.4
0.5
0.5
Less change in:
Financing receivables
(0.3)
(1.5)
2.3
0.6
Net (gain)/loss on divestitures, assets sales and other (1)
(0.1)
0.0
(0.1)
0.0
Other assets and liabilities/other, net (1,2)
(1.1)
(0.7)
(2.0)
(1.5)
Adjusted EBITDA
$ 4.8
$ 4.7
$ 8.8
$ 8.1
Revenue
$ 17.2
$ 17.0
$ 33.1
$ 31.5
Net cash provided by operating activities margin
15.1 %
10.0 %
23.5 %
19.3 %
Adjusted EBITDA margin
27.8 %
27.6 %
26.5 %
25.7 %
____________________
(1) Reclassified to align with the presentation of similar line items in the Statement of Cash Flows.
(2) Mainly consists of Changes in operating assets and liabilities, net of acquisitions/divestitures in the Statement of Cash Flows chart,
workforce rebalancing charges, non-operating impacts, and corporate (gains) and charges, less the change in Financing receivables.
View original content to download multimedia:https://www.prnewswire.com/news-releases/ibm-releases-second-quarter-results-302832559.html
SOURCE IBM
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