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TMCNet:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION FOR THE THREE MONTHS ENDED MARCH 31, 2012

[April 24, 2012]

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION FOR THE THREE MONTHS ENDED MARCH 31, 2012

(Edgar Glimpses Via Acquire Media NewsEdge) Snapshot Financial Results Summary: Yr. to Yr.

Percent/ (Dollars in millions except per share amounts) Margin For the three months ended March 31: 2012 2011 Change Revenue $ 24,673 $ 24,607 0.3 %* Gross profit margin 45.1 % 44.1 % 0.9 pts.

Total expense and other income $ 7,283 $ 7,041 3.4 % Total expense and other income to revenue ratio 29.5 % 28.6 % 0.9 pts.

Provision for income taxes $ 769 $ 954 (19.4 )% Net income $ 3,066 $ 2,863 7.1 % Net income margin 12.4 % 11.6 % 0.8 pts.

Earnings per share: Assuming dilution $ 2.61 $ 2.31 13.0 % Basic $ 2.65 $ 2.34 13.2 % Weighted-average shares outstanding: Assuming dilution 1,174.2 1,240.0 (5.3 )% Basic 1,159.1 1,222.2 (5.2 )% 3/31/12 12/31/11 Assets $ 115,347 $ 116,433 (0.9 )% Liabilities $ 94,563 $ 96,197 (1.7 )% Equity $ 20,783 $ 20,236 2.7 % -------------------------------------------------------------------------------- * 1.0 percent adjusted for currency Currency: The references to "adjusted for currency" or "at constant currency" in the Management Discussion do not include operational impacts that could result from fluctuations in foreign currency rates. Certain financial results are adjusted based on a simple mathematical model that translates current period results in local currency using the comparable prior year period's currency conversion rate. This approach is used for countries where the functional currency is the local country currency. This information is provided so that certain financial results can be viewed without the impact of fluctuations in foreign currency rates, thereby facilitating period-to-period comparisons of business performance. See "Currency Rate Fluctuations" on page 54 for additional information.

Operating (non-GAAP) Earnings: In an effort to provide better transparency into the operational results of the business, the company separated business results into operating and non-operating categories beginning January 1, 2011. Operating earnings is a non-GAAP measure that excludes the effects of certain acquisition-related charges and retirement-related costs, and their related tax impacts. For acquisitions, operating earnings exclude the amortization of purchased intangible assets and acquisition-related charges such as in-process research and development, transaction costs, applicable restructuring and related expenses and tax charges related to acquisition integration. For retirement-related costs, the company has characterized certain items as operating and others as non-operating. The company includes defined benefit plan and nonpension postretirement benefit plan service cost, amortization of prior service cost and the cost of defined contribution plans in operating earnings.

Non-operating retirement-related cost includes defined benefit plan and nonpension postretirement benefit plan interest cost, expected return on plan assets, amortized actuarial gains/losses, the impacts of any plan curtailments/settlements and multi-employer plan costs, pension insolvency costs and other costs. Non-operating costs are primarily related to changes in pension plan assets and liabilities which are tied to financial market performance and the company considers these costs to be outside the operational performance of the business.

35 -------------------------------------------------------------------------------- Table of Contents Overall, the company believes that providing investors with a view of operating earnings as described above provides increased transparency and clarity into both the operational results of the business and the performance of the company's pension plans; improves visibility to management decisions and their impacts on operational performance; enables better comparison to peer companies; and allows the company to provide a long-term strategic view of the business going forward. For its 2015 earnings per share Road Map, the company is utilizing an operating view to establish its objectives and track its progress.

The company's segment financial results reflect operating earnings, consistent with the company's management and measurement systems.

The following table provides the company's non-GAAP operating earnings for the first quarter of 2012 and 2011.

Yr. to Yr.

(Dollars in millions except per share amounts) Percent For the three months ended March 31: 2012 2011 Change Net income as reported $ 3,066 $ 2,863 7.1 % Non-operating adjustments (net of tax): Acquisition-related charges 126 117 7.7 Non-operating retirement-related costs/(income) 73 10 nm Operating (non-GAAP) earnings* $ 3,265 $ 2,990 9.2 % Diluted operating (non-GAAP) earnings per share: $ 2.78 $ 2.41 15.4 % -------------------------------------------------------------------------------- nm - not meaningful * See page 61 for a more detailed reconciliation of net income to operating earnings.

Financial Performance Summary: In the first quarter of 2012, the company reported $24.7 billion in revenue, expanded gross, pre-tax and net income margins and delivered double-digit diluted earnings per share growth of 13.0 percent as reported and 15.4 percent on an operating (non-GAAP) basis. The company generated $4.3 billion in cash from operations in the quarter driving significant shareholder returns of $3.9 billion in common stock repurchases and dividends, while also enabling the ongoing transformation of the business - acquiring key capabilities and focusing the portfolio on areas where the company can add the most value. In the first quarter, the company closed five acquisitions for a total of $1.4 billion increasing its capabilities in the key growth initiatives. As a result of its performance, in April 2012, the company increased its full year 2012 earnings per share expectation from the expectation disclosed in January 2012 to at least $14.27 per share as reported and at least $15.00 per share for operating (non-GAAP) earnings per share.

Performance in the first quarter was led by the company's growth initiatives.

The growth markets initiative is based on expanding into new markets, building out the IT infrastructures and leading in targeted industries. The company has consistently delivered strong performance and share gains, and in the first quarter, growth markets revenue increased 8.5 percent (9 percent adjusted for currency) with 40 growth market countries delivering double-digit constant currency revenue growth. In business analytics, to help its clients deal with the massive amounts of structured and unstructured data, the company has built a broad portfolio of analytics solutions through organic investment and acquisitions, and currently has more than 9000 consultants in Global Business Services. In the first quarter, business analytics revenue increased 14 percent (15 percent adjusted for currency). Cloud computing provides an efficient and flexible delivery platform that improves the economics of information technology. The company's SmartCloud portfolio addresses the full scope of enterprise client requirements. Total cloud revenue doubled in the first quarter when compared to the prior year with strong contribution from all areas - private cloud, public cloud and the company's industry-based solutions. With revenue growth of over 25 percent in the first quarter, Smarter Planet continues to deliver strong growth driven by the Smarter Cities solutions and continued strength in smarter commerce offerings. Overall, within the company's offerings in business analytics, cloud and Smarter Planet, approximately half of the revenue is software. Therefore, the success the company is having in its growth initiatives is improving the business mix and margin expansion.

Segment performance was led by Software which increased revenue 5.5 percent (7 percent adjusted for currency) driven by key branded middleware which increased 6.6 percent (8 percent adjusted for currency) and gained share for the 18th consecutive quarter. Software pre-tax income increased 12 percent versus the first quarter of 2011. Global Services expanded margins and increased total services pre-tax income by 11 percent as the company leverages its productivity initiatives and mixes to higher margin offerings and markets. Total Global Services revenue was again led by performance in the growth markets, which increased 9.4 percent (10 percent adjusted for currency). Systems and Technology revenue declined, as expected, 6.7 percent (6 percent adjusted for currency) compared to a very strong growth of 19 percent in the first quarter of 2011. In the quarter, the 36 -------------------------------------------------------------------------------- Table of Contents company extended its leadership in the UNIX market, as it continued the success in competitive displacements in the Power Systems business.

The consolidated gross profit margin increased 0.9 points versus the first quarter of 2011 to 45.1 percent. The operating (non-GAAP) gross margin increased 1.2 points to 45.7 percent. Performance was driven by a combination of margin expansion in both Global Services segments, and an improving segment mix due to the relative strength of the Software business.

Total expense and other income increased 3.4 percent in the first quarter compared to the prior year. Total operating (non-GAAP) expense and other income increased 2.8 percent compared to the first quarter of 2011. The year-to-year drivers for both categories were approximately: † Base expense 3 points † Acquisitions* 2 points † Currency** (2) points -------------------------------------------------------------------------------- * Includes acquisitions completed in prior 12-month period.

** Reflects impacts of translation and hedging programs.

Pre-tax income grew 0.5 percent and the pre-tax margin was 15.5 percent. Net income increased 7.1 percent and the net income margin of 12.4 percent increased 0.8 points year to year. The effective tax rate for the first quarter was 20.1 percent, compared with 25.0 percent in the prior year, reflecting a one-time benefit from a tax restructuring in Latin America. Operating (non-GAAP) pre-tax income grew 3.1 percent and the pre-tax margin was 16.7 percent, an increase of 0.5 points versus the prior year. Operating (non-GAAP) net income increased 9.2 percent and the operating (non-GAAP) net income margin of 13.2 percent increased 1.1 points versus the prior year. The operating (non-GAAP) effective tax rate was 20.6 percent versus 25.0 percent in the first quarter of 2011.

Diluted earnings per share improved 13.0 percent reflecting the growth in net income and the benefits of the common stock repurchase program. In the first quarter, the company repurchased 15.5 million shares of its common stock.

Diluted earnings per share of $2.61 increased $0.30 from the prior year.

Operating (non-GAAP) diluted earnings per share of $2.78 increased $0.37 versus the first quarter of 2011 driven by the following factors: † Revenue increase at actual rates: $0.01 † Margin expansion: $0.21 † Common stock repurchases: $0.15 At March 31, 2012, the company's balance sheet and liquidity positions remain strong and are well-positioned to support the company's objectives. Cash and marketable securities at quarter end were $12,335 million. Key drivers in the balance sheet and total cash flows are highlighted below.

Total assets decreased $1,086 million ($1,879 million adjusted for currency) from December 31, 2011 driven by: † Decreases in total receivables ($2,947 million) and deferred taxes ($387 million); partially offset by † Increased goodwill ($1,255 million), marketable securities ($500 million), intangible assets ($249 million) and inventory ($159 million).

Total liabilities decreased $1,634 million ($1,858 million adjusted for currency) from December 31, 2011 driven by: † Decreases in taxes ($1,129 million), accounts payable ($1,101 million), retirement and nonpension postretirement ($795 million) and compensation and benefits ($729 million); partially offset by † Increased total deferred income ($1,129 million) and total debt ($733 million).

Total equity of $20,783 million increased $548 million from December 31, 2011 as a result of: † Higher retained earnings ($2,178 million), common stock ($671 million), foreign currency translation adjustments ($398 million) and retirement-related benefit plans ($363 million); partially offset by † Increased treasury stock ($3,057 million) driven by share repurchases.

37 -------------------------------------------------------------------------------- Table of Contents The company generated $4,291 million in cash flow provided by operating activities, an increase of $499 million compared to the first quarter of 2011, driven primarily by lower net income tax payments in the first quarter of 2012 versus 2011 and improved net income. Net cash used in investing activities of $2,230 million increased $2,728 million primarily due to cash used for acquisitions ($1,267 million), purchases of marketable securities and other investments ($812 million), and decreased cash from sales of marketable securities and other investments ($800 million). Net cash used in financing activities of $2,316 million was flat compared to the prior year, primarily due to a net decrease in cash used for common stock transactions ($772 million), offset by lower net cash proceeds from total debt ($698 million).

In January 2012, the company disclosed that it was expecting GAAP earnings of at least $14.16 and operating (non-GAAP) earnings of at least $14.85 per diluted share for the full year 2012. In April 2012, the company increased its expectation for GAAP earnings per diluted share to at least $14.27 and its expectation for operating (non-GAAP) earnings per diluted share to at least $15.00 for the full year.

First Quarter in Review Results of Operations Segment Details The following is an analysis of the first-quarter 2012 versus the first-quarter 2011 reportable segment external revenue and gross margin results. Segment pre-tax income includes transactions between the segments that are intended to reflect an arms-length transfer price and excludes certain unallocated corporate items.

Yr. to Yr.

Percent Change Yr. to Yr. Adjusted (Dollars in millions) Percent/Margin For For the three months ended March 31: 2012 2011 Change Currency Revenue: Global Technology Services $ 10,035 $ 9,863 1.7 % 2.6 % Gross margin 35.3 % 33.8 % 1.5 pts.

Global Business Services 4,637 4,710 (1.5 )% (1.0 )% Gross margin 28.0 % 27.4 % 0.7 pts.

Software 5,600 5,308 5.5 % 6.6 % Gross margin 87.0 % 87.0 % (0.1) pts.

Systems and Technology 3,749 4,019 (6.7 )% (6.4 )% Gross margin 34.2 % 37.8 % (3.6) pts.

Global Financing 490 516 (5.1 )% (3.9 )% Gross margin 50.7 % 53.5 % (2.8) pts.

Other 162 190 (14.9 )% (14.6 )% Gross margin (74.8 )% (93.3 )% 18.5 pts.

Total consolidated revenue $ 24,673 $ 24,607 0.3 % 1.0 %Total consolidated gross profit $ 11,118 $ 10,858 2.4 % Total consolidated gross margin 45.1 % 44.1 % 0.9 pts.

Non-operating adjustments: Amortization of acquired intangible assets 88 85 3.6 % Acquisition-related charges 0 0 1.1 Retirement-related costs/(income) 71 14 nm Operating (non-GAAP) gross profit $ 11,278 $ 10,957 2.9 % Operating (non-GAAP) gross margin 45.7 % 44.5 % 1.2 pts.

nm - not meaningful 38 -------------------------------------------------------------------------------- Table of Contents The following table presents each reportable segment's external revenue as a percentage of total segment external revenue and each reportable segment's pre-tax income as a percentage of total segment pre-tax income.

Revenue Pre-tax income For the three months ended March 31: 2012 2011 2012 2011 Global Technology Services 40.9 % 40.4 % 33.4 % 29.0 % Global Business Services 18.9 19.3 13.6 15.0 Total Global Services 59.9 59.7 46.9 44.0 Software 22.8 21.7 43.9 40.7 Systems and Technology 15.3 16.5 (2.4 ) 3.1 Global Financing 2.0 2.1 11.6 12.2 Total 100.0 % 100.0 % 100.0 % 100.0 % Global Services The Global Services segments, Global Technology Services (GTS) and Global Business Services (GBS), delivered $14,673 million of revenue in the first quarter of 2012, an increase of 0.7 percent (1 percent adjusted for currency) year to year. Performance in the quarter was led by the growth markets with total services revenue up 9.4 percent (10 percent adjusted for currency) driven by strong backlog growth. The services segments also had strong performance in the other growth initiatives: business analytics, cloud, and smarter planet offerings. Total outsourcing revenue of $6,952 million, which includes GTS Outsourcing and GBS Application Management Services Outsourcing, increased 1.5 percent (2 percent adjusted for currency) and total transactional revenue of $5,883 million, which includes Consulting and Systems Integration within GBS and Integrated Technology Services within GTS, increased 0.1 percent (1 percent adjusted for currency) year to year.

Yr. to Yr.

Percent Change Yr. to Yr. Adjusted (Dollars in millions) Percent ForFor the three months ended March 31: 2012 2011 Change Currency Global Services external revenue: $ 14,673 $ 14,573 0.7 % 1.5 % Global Technology Services $ 10,035 $ 9,863 1.7 % 2.6 % Outsourcing 5,904 5,794 1.9 2.8 Integrated Technology Services 2,295 2,224 3.2 4.1 Maintenance 1,837 1,845 (0.4 ) 0.5 Global Business Services $ 4,637 $ 4,710 (1.5 )% (1.0 )% Outsourcing 1,049 1,055 (0.6 ) 0.1Consulting and Systems Integration 3,589 3,654 (1.8 ) (1.4 ) Global Technology Services revenue of $10,035 million increased 1.7 percent (3 percent adjusted for currency) versus the first quarter of 2011. The revenue growth rate year to year in the first quarter of 2012 at constant currency was consistent with the last three quarters. Revenue performance was led by the growth markets which were up 8.8 percent (10 percent adjusted for currency). GTS Outsourcing revenue increased 1.9 percent (3 percent adjusted for currency) in the first quarter and gained share. Integrated Technology Services (ITS) revenue increased 3.2 percent (4 percent adjusted for currency) in the first quarter of 2012 compared to the first quarter of 2011, led by the growth markets which increased 14 percent year to year, adjusted for currency.

Global Business Services revenue of $4,637 million decreased 1.5 percent (1 percent adjusted for currency) versus the first quarter of 2011 and growth continued to be impacted by weakness in Japan and the Public Sector. Application Outsourcing revenue decreased 0.6 percent (flat adjusted for currency) and Consulting and Systems Integration (C&SI) revenue, which includes Consulting, Application Management Services systems integration and the U.S. Federal business, decreased 1.8 percent (1 percent adjusted for currency) year to year.

GBS is leading many of the engagements across the company in the higher value solutions of business analytics and Smarter Planet. In the first quarter of 2012, GBS business analytics revenue increased 16 percent and Smarter Planet revenue grew 18 percent year to year. Geographically, the growth markets continued to perform well with revenue up 11.5 percent (12 percent adjusted for currency), while the major markets continued to be effected by Japan, and by the Public Sector, which declined more sharply in the first quarter. Revenue declines in Japan and in the 39 -------------------------------------------------------------------------------- Table of Contents Public Sector, which combined represent over one-third of total GBS revenue, impacted the overall GBS constant currency growth rate in the first quarter of 2012 by 6 points.

Yr. to Yr Percent/ (Dollars in millions) Margin For the three months ended March 31: 2012 2011 Change Global Technology Services: External gross profit $ 3,540 $ 3,330 6.3 % External gross profit margin 35.3 % 33.8 % 1.5 pts.

Pre-tax income $ 1,480 $ 1,238 19.6 % Pre-tax margin 14.3 % 12.2 % 2.2 pts.

Global Business Services: External gross profit $ 1,301 $ 1,290 0.8 % External gross profit margin 28.0 % 27.4 % 0.7 pts.

Pre-tax income $ 601 $ 640 (6.1 )% Pre-tax margin 12.5 % 13.0 % (0.6 )pts.

GTS gross profit increased 6.3 percent in the first quarter of 2012 and gross profit margin improved 1.5 points year to year. The gross margin expansion was driven primarily by improved gross profit performance in outsourcing. Pre-tax income increased 19.6 percent to $1,480 million in the first quarter of 2012 and pre-tax margin expanded 2.2 points to 14.3 percent year to year. GTS continued to benefit from efforts to deliver productivity and efficiency, within the segment, and in conjunction with the company's enterprise productivity initiatives. In addition, GTS continues to yield higher margins in the faster growing growth markets. GTS is also realizing the benefits from a systematic and disciplined approach to solving problems in a select set of lower margin contracts within its large overall portfolio of outsourcing contracts.

GBS gross profit increased 0.8 percent in the first quarter of 2012 and gross margin improved 0.7 points to 28.0 percent, with margin improvement in Application Outsourcing partially offset by a lower margin in C&SI. GBS segment pre-tax income declined 6.1 percent to $601 million with a pre-tax margin of 12.5 percent. GBS pre-tax income was also impacted by Japan in the first quarter. Two large contracts in Japan impacted segment pre-tax income by approximately $60 million.

Total Global Services segment pre-tax income was $2,081 million in the first quarter of 2012, an increase of $204 million or 10.8 percent year to year. The combined pre-tax margin expanded 1.3 points versus the first quarter of 2011 as the Services business leverages productivity initiatives and mixes to higher margin offerings and markets.

Global Services Backlog The estimated Global Services backlog at March 31, 2012 was $139 billion, a decrease of 1.9 percent (increase of 1 percent adjusted for currency) compared to the March 31, 2011 balance, and a decrease of 0.9 percent (1 percent adjusted for currency) compared to the December 31, 2011 balance. Total growth markets backlog at March 31, 2012 increased 14 percent, adjusted for currency, compared to the March 31, 2011 balance, reflecting strong demand for both outsourcing and transactional services in these markets. The estimated outsourcing backlog at March 31, 2012 was $91 billion, a decrease of 4.9 percent (2 percent adjusted for currency) from the March 31, 2011 level, and a decrease of 1.9 percent (2 percent adjusted for currency) from the December 31, 2011 balance.

Yr. to Yr.

Percent Change Yr. to Yr. Adjusted (Dollars in billions) Percent For At March 31: 2012 2011 Change Currency Backlog: Total backlog $ 139.4 $ 142.2 (1.9 )% 0.7 % Outsourcing backlog $ 90.8 $ 95.5 (4.9 )% (2.3 )% Total Global Services backlog includes GTS Outsourcing, ITS, GBS Outsourcing, Consulting and Systems Integration and Maintenance. Outsourcing backlog includes GTS Outsourcing and GBS Outsourcing. Total backlog is intended to be a statement of overall work under contract and therefore does include Maintenance. Backlog estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations, adjustments for revenue not materialized and adjustments for currency.

40 -------------------------------------------------------------------------------- Table of Contents Global Services signings are management's initial estimate of the value of a client's commitment under a Global Services contract. There are no third-party standards or requirements governing the calculation of signings. The calculation used by management involves estimates and judgments to gauge the extent of a client's commitment, including the type and duration of the agreement, and the presence of termination charges or wind-down costs.

Signings include GTS Outsourcing, ITS, GBS Outsourcing and Consulting and Systems Integration contracts. Contract extensions and increases in scope are treated as signings only to the extent of the incremental new value. Maintenance is not included in signings as maintenance contracts tend to be more steady state, where revenues equal renewals.

Contract portfolios purchased in an acquisition are treated as positive backlog adjustments provided those contracts meet the company's requirements for initial signings. A new signing will be recognized if a new services agreement is signed incidental or coincidental to an acquisition or divestiture.

Yr. to Yr.

Percent Change Yr. to Yr. Adjusted (Dollars in millions) Percent For For the three months ended March 31: 2012 2011 Change Currency Total signings: $ 11,776 $ 10,508 12.1 % 15.0 % Outsourcing signings $ 5,456 $ 4,716 15.7 % 19.7 % Transactional signings 6,319 5,791 9.1 11.2 Software Yr. to Yr.

Percent Yr. to Yr. Change (Dollars in millions) Percent Adjusted For For the three months ended March 31: 2012 2011* Change Currency Software external revenue: $ 5,600 $ 5,308 5.5 % 6.6 % Middleware: $ 4,539 $ 4,350 4.3 % 5.4 % Key branded middleware: 3,469 3,255 6.6 7.6 WebSphere Family 16.3 17.3 Information Management 5.2 6.3 Lotus (0.5 ) 0.5 Tivoli 4.6 5.7 Rational 1.2 2.3 Other middleware 1,070 1,095 (2.2 ) (1.2 ) Operating systems 590 542 8.9 10.0 Other 471 417 13.0 14.1 -------------------------------------------------------------------------------- * Reclassified to conform with 2012 presentation Software revenue of $5,600 million increased 5.5 percent (7 percent adjusted for currency) in the first quarter of 2012 as the business addressed opportunities in business analytics, cloud and Smarter Planet. The company continues to invest in the Software business to increase its capabilities in these key growth initiatives and completed four acquisitions (Green Hat, Emptoris, Worklight, DemandTec) in the first quarter of 2012.

Key branded middleware revenue increased 6.6 percent (8 percent adjusted for currency) and gained share for the 18th straight quarter as Software revenue continues to mix to the fast growing branded middleware. In the first quarter of 2012, branded middleware accounted for 62 percent of total software revenue, an increase of 1 point from the first quarter of 2011. A third party named the company the worldwide market share leader in the application infrastructure and middleware segment. This marks the 11th consecutive year of software leadership for the company.

41 -------------------------------------------------------------------------------- Table of Contents WebSphere revenue increased 16.3 percent (17 percent adjusted for currency) and gained share for the 14th consecutive quarter. Revenue growth was driven by strong contribution from the application server products, which increased 16 percent (17 percent adjusted for currency), and continued momentum in the Smarter Commerce offerings, which increased 18 percent (19 percent adjusted for currency). In the first quarter of 2012, the company strengthened its Smarter Commerce integrated portfolio by completing the acquisitions of DemandTec, a leader of pricing and promotion optimization solutions, and Emptoris, which helps clients reduce procurement costs and risks.

Information Management revenue increased 5.2 percent (6 percent adjusted for currency) and gained share in the first quarter of 2012. Business analytics revenue increased 18 percent (19 percent adjusted for currency) led by Cognos.

The revenue performance in Cognos was driven by the successful integration of its predictive capabilities into recent product introductions covering both Business Intelligence and Financial Performance Management. Within Distributed Database, the Software business continued to expand the global Netezza customer base, with approximately two-thirds of new clients from outside North America.

For the first quarter of 2012, Netezza had a win-rate of nearly 80 percent in head-to-head proof of concept engagements.

Lotus revenue decreased 0.5 percent (increased 1 percent adjusted for currency) in the first quarter of 2012 year to year and held share.

Tivoli revenue increased 4.6 percent (6 percent adjusted for currency) in the first quarter of 2012 and held share. Revenue performance was led by Storage software with growth of 18 percent (19 percent adjusted for currency) in the quarter. Security software, including Q1Labs, delivered revenue growth of 6 percent (7 percent adjusted for currency), as clients turn to Tivoli for intelligence, integration and expertise across its comprehensive framework of solutions.

Rational revenue increased 1.2 percent (2 percent adjusted for currency) and gained share in the first quarter of 2012. Revenue growth was driven by Telelogic, which increased 10 percent (12 percent adjusted for currency).

Operating systems revenue increased 8.9 percent (10 percent adjusted for currency) in the first quarter of 2012, driven primarily by growth in Power Systems.

Other software revenue increased 13.0 percent (14 percent adjusted for currency) year over year, driven by growth in software-related services.

Yr. to Yr.

Precent/ (Dollars in millions) Margin For the three months ended March 31: 2012 2011 Change Software: External gross profit $ 4,870 $ 4,620 5.4 % External gross profit margin 87.0 % 87.0 % (0.1 )pts.

Pre-tax income $ 1,945 $ 1,735 12.1 % Pre-tax margin 30.2 % 28.3 % 1.9 pts.

Software gross profit increased 5.4 percent to $4,870 million in the first quarter of 2012 with a gross profit margin of 87.0 percent, essentially flat year to year. Software delivered segment pre-tax income of $1,945 million in the first quarter of 2012, an increase of 12.1 percent compared to the first quarter of 2011. Segment pre-tax margin expanded 1.9 points to 30.2 percent. The relative strength of the Software business and its success in the key growth initiatives is contributing significantly to the company's overall gross and pre-tax margin expansion.

42 -------------------------------------------------------------------------------- Table of Contents Systems and Technology Yr. to Yr.

Percent Yr. to Yr. Change (Dollars in millions) Percent Adjusted For For the three months ended March 31: 2012 2011 Change Currency Systems and Technology external revenue: $ 3,749 $ 4,019 (6.7 )% (6.4 )% System z (24.7 )% (24.2 )% Power Systems 0.2 0.7 System x 0.2 (0.1 ) Storage (3.8 ) (3.0 ) Retail Store Solutions (12.5 ) (11.8 ) Total Systems (5.9 ) (5.5 ) Microelectronics OEM (12.6 ) (12.6 ) Systems and Technology revenue decreased 6.7 percent (6 percent adjusted for currency) in the first quarter of 2012 versus the same period in 2011. The decline in performance in the first quarter of 2012 was a result of very strong revenue growth in the first quarter of 2011 of 19 percent. Growth markets revenue increased 5.7 percent (5 percent adjusted for currency) in the first quarter, while the major markets decreased 11.1 percent (10 percent adjusted for currency) in the first quarter of 2012 on a year-to-year basis.

System z revenue decreased 24.7 percent (24 percent adjusted for currency) in the first quarter of 2012 versus the first quarter of 2011. MIPS (millions of instructions per second) shipments decreased 5 percent in the first quarter of 2012 versus the same period of 2011 and the company mixed towards specialty engines. The decline in revenue and MIPS in the first quarter was expected and was a result of the strong prior year performance in which revenue increased 41 percent. The performance in the quarter was consistent with prior mainframe product cycles.

Power Systems revenue increased 0.2 percent (1 percent adjusted for currency) in the first quarter of 2012 versus the first quarter of 2011, which grew 19 percent, with particular strength in high performance computing solutions. The company extended its market leadership this quarter, the 16th consecutive quarter of year-to-year share gains. In the first quarter of 2012, the company had over 250 competitive displacements resulting in over $200 million of business; approximately 60 percent were from Hewlett Packard with most of the balance from Oracle/Sun.

System x revenue increased 0.2 percent (flat adjusted for currency) in the first quarter of 2012 versus the first quarter of 2011. In the first quarter of 2012, System x revenue increased 19 percent (17 percent adjusted for currency) in the growth markets; the 10th consecutive quarter of double-digit revenue growth in these emerging markets.

Storage revenue decreased 3.8 percent (3 percent adjusted for currency) in the first quarter versus the comparable period in 2011. Total disk revenue decreased 2 percent (1 percent adjusted for currency) in the first quarter of 2012 versus the first quarter of 2011. Tape revenue decreased 12 percent (11 percent adjusted for currency) in the first quarter of 2012 compared to the prior year.

The value in storage solutions continues to shift to software, as storage software revenue increased 18 percent in the first quarter compared to the prior year.

Retail Stores Solutions revenue decreased 12.5 percent (12 percent adjusted for currency) in the first quarter of 2012 versus the same period in 2011.

Microelectronics OEM revenue decreased 12.6 percent (13 percent adjusted for currency) in the first quarter of 2012 versus the comparable period of 2011.

43 -------------------------------------------------------------------------------- Table of Contents Yr. to Yr.

Percent/ (Dollars in millions) MarginFor the three months ended March 31: 2012 2011 Change Systems and Technology: External gross profit $ 1,281 $ 1,520 (15.7 )% External gross profit margin 34.2 % 37.8 % (3.6 )pts.

Pre-tax income $ (105 ) $ 132 nm Pre-tax margin (2.7 )% 3.1 % (5.8 )pts.

nm - not meaningful System and Technology's gross margin decreased 3.6 points in the first quarter of 2012 versus the prior year. The decrease was driven by margin declines in Storage (1.6 points), System x (0.6 points), Microelectronics (0.5 points) and Power Systems (0.4 points), as well as revenue mix (0.7 points). These declines were partially offset by a gross margin improvement in System z (0.4 points).

Systems and Technology's pre-tax income decreased $236 million to a loss of $105 million in the first quarter of 2012 when compared to the prior year. Pre-tax margin declined 5.8 points in the first quarter of 2012 versus the first quarter of 2011.

Global Financing See pages 56 to 61 for a discussion of Global Financing's segment results.

Geographic Revenue In addition to the revenue presentation by reportable segment, the company also measures revenue performance on a geographic basis. The following geographic, regional and country-specific revenue performance excludes OEM revenue, which is discussed separately below.

Yr. to Yr.

Percent Yr. to Yr. Change (Dollars in millions) Percent Adjusted For For the three months ended March 31: 2012 2011 Change Currency Total Revenue $ 24,673 $ 24,607 0.3 % 1.0 % Geographies: $ 24,164 $ 23,992 0.7 % 1.5 % Americas 10,477 10,339 1.3 1.9 Europe/Middle East/Africa 7,578 7,760 (2.4 ) 1.1 Asia Pacific 6,109 5,893 3.7 1.4 Major markets (1.3 )% (0.5 )% Growth markets 8.5 % 9.0 % BRIC countries 9.5 % 11.4 % Total geographic revenue increased 0.7 percent (1 percent adjusted for currency) to $24,164 million in the first quarter of 2012, led by strong performance in the growth markets. Adjusted for currency the revenue growth rate in the first quarter was consistent with the growth rate in the fourth quarter of 2011.

Revenue from the major markets decreased 1.3 percent (flat adjusted for currency) in the first quarter of 2012 compared to the first quarter of 2011.

Within the Americas, performance was led by Canada with growth of 7.7 percent (9 percent adjusted for currency). In Europe, adjusted for currency, revenue performance was in line with the fourth quarter of 2011 with the most consistent performance coming from the U.K. and Spain. The U.K increased 7.8 percent (10 percent adjusted for currency), its 10th consecutive quarter of growth, adjusted for currency. Spain continues to leverage its global relationships and delivered its 6th consecutive quarter of revenue growth, adjusted for currency. Germany revenue in the first quarter of 2012 decreased 3.1 percent as reported and increased 1 percent at constant currency.

44 -------------------------------------------------------------------------------- Table of Contents Revenue from the growth markets increased 8.5 percent (9 percent adjusted for currency) and gained share for the 7th consecutive quarter as the company accelerates its market expansion initiative. On a constant currency basis, revenue growth outpaced the major markets by 10 points in the first quarter. In the BRIC countries (Brazil, Russia, India and China) revenue increased 9.5 percent (11 percent adjusted for currency) with double-digit growth in China, India and Russia. With approximately 60 percent of the growth markets business being outside the BRIC countries, all together, the company had double-digit revenue growth in 40 growth market countries, adjusted for currency, in the first quarter of 2012. The growth markets strategy to expand into new markets, build out IT infrastructures and lead in targeted industries is continuing to drive strong performance and share gains.

Americas revenue increased 1.3 percent (2 percent adjusted for currency) in the first quarter of 2012 compared to the first quarter of 2011 which grew 9.0 percent (8 percent adjusted for currency). The U.S. was essentially flat versus a growth of 6.7 percent in the prior year. Revenue in the Latin America growth markets increased 6.9 percent (10 percent adjusted for currency).

Europe/Middle East/Africa (EMEA) revenue decreased 2.4 percent (increased 1 percent adjusted for currency) in the first quarter of 2012 compared to the first quarter of 2011. Within the major market countries, revenue performance was mixed with the U.K. up 7.8 percent (10 percent adjusted for currency), Spain down 1.8 percent (up 3 percent adjusted for currency), Germany down 3.1 percent (up 1 percent adjusted for currency), Italy down 6.1 percent (2 percent adjusted for currency) and France down 14.3 percent (10 percent adjusted for currency).

The EMEA growth markets increased 4.0 percent (8 percent adjusted for currency) in the first quarter of 2012.

Asia Pacific revenue increased 3.7 percent (1 percent adjusted for currency) year over year. The growth markets increased 10.2 percent (9 percent adjusted for currency), led by growth in China of 16.1 percent (13 percent adjusted for currency) and India of 3.5 percent (15 percent adjusted for currency). Japan decreased 3.9 percent (7 percent adjusted for currency).

OEM revenue of $509 million in the first quarter of 2012 decreased 17.1 percent (17 percent adjusted for currency) driven by the Microelectronics OEM business.

Expense Total Expense and Other Income Yr. to Yr.

(Dollars in millions) Percent For the three months ended March 31: 2012 2011 Change Total consolidated expense and other (income) $ 7,283 $ 7,041 3.4 % Non-operating adjustments: Amortization of acquired intangible assets (78 ) (73 ) 6.3 Acquisition-related charges (7 ) (7 ) 1.3 Non-operating retirement-related (costs)/income (32 ) 10 nm Total operating (non-GAAP) expense and other (income) $ 7,166 $ 6,971 2.8 % Total consolidated expense-to-revenue ratio 29.5 % 28.6 % 0.9 pts.

Operating (non-GAAP) expense-to-revenue ratio 29.0 % 28.3 % 0.7 pts.

-------------------------------------------------------------------------------- nm - not meaningful Total expense and other (income) increased 3.4 percent in the first quarter compared to the prior year. Total operating (non-GAAP) expense and other (income) increased 2.8 percent compared to the first quarter of 2011, respectively. The key drivers of the year-to-year change in total expense and other (income) for both expense presentations were approximately: † Base expense 3 points † Acquisitions* 2 points † Currency ** (2) points -------------------------------------------------------------------------------- * Includes acquisitions completed in prior 12-month period.

** Reflects impacts of translation and hedging programs.

For additional information regarding total expense and other income for both expense presentations, see the following analyses by category.

45 -------------------------------------------------------------------------------- Table of Contents Selling, general and administrative expense Yr. to Yr.

(Dollars in millions) Percent For the three months ended March 31: 2012 2011* Change Selling, general and administrative expense: Selling, general and administrative - other $ 4,922 $ 4,922 0.0 % Advertising and promotional expense 316 323 (2.3 ) Workforce rebalancing charges 226 223 1.1 Retirement-related costs 217 167 29.7 Amortization of acquired intangible assets 78 73 6.3 Stock-based compensation 119 130 (8.5 ) Bad debt expense 10 (13 ) nm Total consolidated selling, general and administrative expense $ 5,886 $ 5,826 1.0 % Non-operating adjustments: Amortization of acquired intangibles assets (78 ) (73 ) 6.3 Acquisition-related charges (6 ) (3 ) 112.5 Non-operating retirement-related (costs)/income (36 ) (10 ) nm Operating (non-GAAP) selling, general and administrative expense $ 5,766 $ 5,740 0.5 % -------------------------------------------------------------------------------- nm - not meaningful * Reclassified to conform with 2012 presentation.

Total Selling, general and administrative (SG&A) expense increased 1.0 percent (2 percent adjusted for currency) in the first quarter of 2012 versus the first quarter of 2011. The increase was driven by acquisition-related spending (2 points), partially offset by currency impacts (1 point), while base expense was flat. Operating (non-GAAP) SG&A expense increased 0.5 percent (2 percent adjusted for currency) primarily driven by the same factors. Bad debt expense increased $22 million in the first quarter of 2012. The accounts receivable provision coverage is 1.6 percent at March 31, 2012, an increase of 10 basis points from year-end 2011.

Other (income) and expense Yr. to Yr.

(Dollars in millions) Percent For the three months ended March 31: 2012 2011 Change Other (income) and expense: Foreign currency transaction losses/(gains) $ (71 ) $ 96 nm % (Gains)/losses on derivative instruments 60 (40 ) nm Interest income (31 ) (36 ) (15.0 ) Net (gains)/losses from securities and investment assets (6 ) (215 ) (97.1 ) Other (11 ) (8 ) 41.5 Total consolidated other (income) and expense $ (58 ) $ (202 ) (71.2 )% Non-operating adjustment: Acquisition-related charges (1 ) (4 ) (82.1 ) Operating (non-GAAP) other (income) and expense $ (59 ) $ (206 ) (71.4 )% nm - not meaningful Other (income) and expense was income of $58 million and $202 million in the first quarter of 2012 and 2011, respectively. The decrease in income of $144 million in the first quarter of 2012 was primarily driven by lower gains from securities and investment asset sales ($209 million) and increased losses on derivative instruments ($101 million). In the first quarter of 2011, the company had investment gains of over $200 million, primarily from the sale of Lenovo shares. This decline in income was partially offset by higher gains from foreign currency transactions ($168 million) due to foreign currency rate volatility year to year.

46 -------------------------------------------------------------------------------- Table of Contents

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