Statement by James E. Burke

Armonk, N.Y. -- January 28, 1993 -- James E. Burke, chairman, Nominating and Executive Compensation Committee, IBM Board of Directors, today, released the following statement in order to clarify facts concerning IBM's search for a new CEO:

"I want to clarify the responsibilities of the Nominating and Executive Compensation Committee of the IBM Board of Directors. The committee is charged with recommending to the full board a candidate for chief executive officer of IBM.

"It does not have the responsibility to review IBM's corporate structure. Rather, John Akers and his management team have been reviewing the corporate structure with the full board for some time, and that process is ongoing. Significant changes already have been made with the board's full support, and a new CEO might make additional changes.

"There has also been a great deal of speculation surrounding the succession process not only as it relates to its inception but also the goals of the committee moving forward.

"John Akers first proposed that the search for a new CEO be accelerated at a meeting of the IBM Board's Executive Committee in mid- January. John expressed his view that much had been accomplished toward realizing three fundamental changes in IBM: First, a focus on the customer's needs through market-driven quality; second, a major reduction in human and capital resources; and third, a shift to a more independent business structure. John then stated that the business demanded further fundamental change and that now is the time for new leadership. Following a full discussion, it was agreed he should present his recommendation to the full board at the January meeting. Board members were advised prior to the meeting that there would be a discussion of the company's leadership requirements. At the board meeting, there was considerable thoughtful discussion among all the members which culminated in the board's agreement to accept the recommendation that the newly named Nominating and Executive Compensation Committee initiate a search for a new CEO.

"The committee members and I are totally open-minded about who the new CEO will be and where he or she will come from. What's critically important is the person must be a proven, effective leader--one who is skilled at generating and managing change. Today, IBM is becoming a federation of increasingly independent businesses driving to meet the challenges of their own markets. Many of the tough decisions necessary to position the company for the additional changes have already been initiated.

"We will consider a number of candidates from within IBM and also will look outside of IBM, both inside and outside the information technology industry. There are highly qualified, extremely talented people inside IBM. What's important is that we identify the best- qualified person to lead this dynamic global business in a time of rapid technological and competitive change.

"Our goal is to make a recommendation to the board in 90 days. The process will be open-minded, but not open-ended. We will work diligently to meet that timetable if at all possible."

CONTACT: Rob Wilson of IBM, 914-765-6565