Good evening, everyone, and thank you for joining us on this call to discuss our announcement that we have signed a definitive agreement to acquire Confluent. I'm Olympia McNerney, and I'm here today with Arvind Krishna, IBM's Chairman, President, and Chief Executive Officer, and Jim Kavanaugh, IBM's Senior Vice President and Chief Financial Officer. To provide additional information to our investors, our discussion includes certain non-GAAP measures. For example, all of our references to revenue growth are constant currency. Refer to Exhibit 99.2 included in the company's Form 8-K dated October 22, 2025, for further information. Finally, some comments made in this presentation may be considered forward-looking under the Private Securities Litigation Reform Act of 1995. These statements involve factors that could cause our actual results to differ materially. Additional information about these factors is included in the company's SEC filings.
So, with that, I'll turn the call over to Arvind.
Thank you, Olympia. I'm excited to be here today to discuss IBM's acquisition of Confluent. This transaction represents another deliberate step in the strategy we outlined at our Investor Day, advancing IBM as a software-led hybrid cloud and AI platform company. This acquisition fully aligns with our strategic and financial objectives. It strengthens our leadership in enterprise-grade data and AI and accelerates our progress towards a durable, software-driven growth model with expanding margins and strong free cash flow. Let me touch on the strategic rationale for the acquisition, what excites us about Confluent, and why this acquisition now. Jim will go through the transaction structure and financial thesis. Over the last several years, we have delivered a consistent approach to M&A. We focus on structurally growing markets aligned to our strategic priorities, where we can add unique value and deliver synergies across IBM.
That's exactly what we see with our acquisition of Confluent. Confluent will enable IBM to deliver a modern, open, smart data platform for generative AI that enables integration of applications, AI agents, and data systems, driving intelligence and resilience in hybrid cloud environments. Together with IBM, Confluent helps unify our hybrid cloud solutions by creating a smart data platform connecting our Red Hat and automation products with our hybrid deployment approach to AI, including Red Hat OpenShift, watsonx, and Orchestrate. Confluent also integrates with thousands of applications. The acquisition of Confluent expands IBM's opportunity in a large and rapidly growing $100 billion-plus real-time data streaming and event processing market, with meaningful tailwinds from AI adoption. We see significant synergy potential leveraging IBM's global market reach to accelerate growth and discipline G&A structure, which Jim will discuss in further detail.
Let me spend a minute talking about what excites us about Confluent's business. The founders of Confluent invented and commercialized Apache Kafka, the most widely adopted open-source data and event streaming platform. Kafka is deeply embedded in enterprise applications, generating enormous volumes of operational and transactional data. As generative AI gets infused into these applications, the ability to access high-quality, trusted data in real time becomes essential to realizing the full value of AI. Confluent is uniquely positioned to deliver that capability, providing this resilient, high-performance data movement that enables enterprises to activate AI anywhere across their hybrid cloud environments. Clients across industries such as BMW, Citi, SAP, Bosch, Humana, and Walmart already leverage their solutions, highlighting the capabilities of their technology. So, why now?
Data is at the heart of how companies harness AI, modernize their operations, and build the next generation of applications, but today it is spread across public and private clouds, on-premises, and countless other technology providers. Confluent's leading data streaming platform, combined with IBM's trusted data architecture, deep AI expertise, innovation track record, go-to-market scale, and operating discipline, will help enterprises unlock the value of AI with greater speed, reliability, and efficiency. Together, we deliver a shared vision in which enterprises run on continuous, event-driven intelligence, with data moving freely and reliably across hybrid cloud environments. I am confident in the opportunity this acquisition creates to deliver even more value to clients and accelerate our growth. I will now turn to Jim to discuss the transaction structure and financial thesis.
Thanks, Arvind. Let me start with the details of the transaction. We have agreed to acquire Confluent for $11 billion of enterprise value to be funded by cash on hand. The Board of Directors of IBM and the Board of Directors and Independent Special Committee of Confluent have all approved the transaction. Confluent's largest shareholders and investors, who collectively hold approximately 62% of the voting power of Confluent's outstanding common stock, entered into a voting agreement with IBM pursuant to which each has agreed to vote all of their common shares in favor of the transaction and against any alternative transactions. Closing is anticipated by the middle of 2026, subject to approval by Confluent's shareholders, regulatory approvals, and other customary closing conditions. We expect the transaction will be accretive to Adjusted EBITDA within the first full year and to free cash flow in year two post-close.
We have been executing a disciplined capital allocation strategy, and Confluent fits incredibly well in our framework. Arvind discussed the strong strategic fit, strengthening our hybrid cloud and AI strategy, and I will now go deeper into the growth and synergy opportunities. Our flywheel for growth is a critical enabler of unlocking value in M&A. This acquisition accelerates our shift to higher- growth end markets in software, enhances our long-term financial model through high-value recurring revenue, unlocks meaningful synergy potential leveraging IBM's global go-to-market reach and operating synergies through a disciplined G&A structure. We are well-positioned to accelerate growth for Confluent by leveraging IBM's enterprise incumbency, scale, go-to-market strategy, and global reach, operating in more than 175 countries. To put this in perspective, IBM's hybrid cloud products and solutions are used by approximately 95% of the Fortune 500.
About 40% of the Fortune 500 are Confluent customers, yet less than 5% of their customers result in more than $1 million annual recurring revenue, underscoring the opportunity to expand their reach and better monetize and upsell their products. This will drive a higher growth profile for IBM over time. Product synergies are also expected across our portfolio, including our AI products and services, automation, data, and consulting. For example, IBM's existing application integration products, together with Confluent, will create a smart data platform for clients, enabling developers to work with a single interface to integrate applications, AI agents, and data systems. We also expect to realize meaningful operational spend efficiencies, resulting in about $500 million of run-rate synergies. This includes leveraging our go-to-market scale, optimizing G&A, and implementing best-in-class productivity actions that have been a core driver of IBM's margin expansion over the last several years.
As you know, M&A is included in IBM's financial model, and we have a consistent track record of mitigating associated dilution. We have been accelerating our productivity initiatives to enable us to pursue highly strategic transactions like HashiCorp, while continuing to deliver strong margin expansion and free cash flow growth. This year, we accelerated our productivity initiatives and expect to exit 2025 with more than $4.5 billion of run-rate savings. Despite absorbing about $300 million of dilution from HashiCorp this year, we are on track to deliver strong PTI margin expansion and about $14 billion of free cash flow, representing double-digit growth over last year. These productivity actions and our execution track record of integrating M&A gives us confidence we can mitigate dilution for Confluent, similar to the playbook we ran on HashiCorp, while continuing to invest in innovation and fuel our flywheel for growth.
Let me conclude by saying that we are very comfortable with our strong balance sheet, liquidity profile, and solid investment-grade rating, and remain committed to our dividend policy. Upon closing, we expect to report Confluent's results as part of data within software. We look forward to welcoming the Confluent team to IBM and are excited about providing our clients a smart data platform that accelerates the adoption of enterprise GenAI.