Purchase price consideration for all acquisitions was paid primarily in cash. All acquisitions, unless otherwise stated, were for 100 percent of the acquired business and are reported in the Consolidated Statement of Cash Flows, net of acquired cash and cash equivalents.

During the six months ended June 30, 2024, the company completed two acquisitions within the Software segment and two acquisitions within the Consulting segment at an aggregate cost of $278 million. These acquisitions are expected to enhance the company’s portfolio of products and services capabilities and further advance IBM’s hybrid cloud and AI strategy. These acquisitions did not have a material impact in the company's Consolidated Financial Statements.


(Dollars in millions)	Amortization Life (in years)	All Acquisitions
Current assets		$	35
Property, plant and equipment/noncurrent assets		3
Intangible assets:
Goodwill	N/A	207
Client relationships	1-7	36
Completed technology	7	37
Trademarks	3	1
Total assets acquired		$	319
Current liabilities		24
Noncurrent liabilities		16
Total liabilities assumed		$	41
Total purchase price		$	278

The valuation of the assets acquired and liabilities assumed is subject to revision. If additional information becomes available, the company may further revise the purchase price allocation as soon as practical, but no later than one year from the acquisition date.

Transactions Closed in Third-Quarter 2024 — At the time of issuance of the financial statements, the initial purchase price accounting for each of the closed acquisitions below was not complete.

On July 1, 2024, the company completed the acquisition of StreamSets and webMethods from Software AG for approximately $2.3 billion (€2.13 billion) in cash. StreamSets will add new data ingestion capabilities to IBM's data platform and webMethods will bring integration platform-as-a-service (iPaaS) capabilities to IBM's automation solutions. The acquisition will be integrated into the Software segment. Prior to the acquisition, the company entered into foreign currency derivative contracts which expired by June 28, 2024. Refer to note 16, “Derivative Financial Instruments,” for financial impacts and additional information. At June 30, 2024, $2.3 billion was held in escrow and classified as restricted cash in the Consolidated Balance Sheet in connection with the acquisition. The cash was remitted to Software AG on July 1, 2024.

On July 1, 2024, the company completed an acquisition within the Consulting segment which is not expected to have a material impact on the company's Consolidated Financial Statements.

Transactions Announced — On April 24, 2024, the company announced its intent to acquire all of the outstanding shares of HashiCorp, Inc. (HashiCorp). IBM’s and HashiCorp’s combined portfolios will help clients manage growing application and infrastructure complexity and create a comprehensive end-to-end hybrid cloud platform designed for the AI era. Under the terms of the definitive agreement, HashiCorp's shareholders on record immediately prior to the effective time on the closing date will receive $35 per share in cash, representing a total enterprise value of approximately $6.4 billion. On July 15, 2024, HashiCorp stockholders voted to approve the merger with IBM. The transaction is expected to close by the end of 2024, subject to regulatory approvals and other customary closing conditions. Upon closing, HashiCorp will be integrated into the Software segment.

The Weather Company Assets — On January 31, 2024, the company completed the sale of The Weather Company assets to Zephyr Buyer, L.P., a wholly-owned subsidiary of Francisco Partners (collectively, Francisco). Under the agreement, Francisco acquired The Weather Company assets from IBM for $1,100 million inclusive of $250 million of contingent consideration, of which $200 million is contingent on Francisco’s attainment of certain investment return metrics. The assets include The Weather Company's digital consumer-facing offerings, The Weather Channel mobile and cloud-based digital properties including Weather.com, Weather Underground and Storm Radar, as well as its enterprise offerings for broadcast, media, aviation, advertising technology and data solutions for other emerging industries.

Upon closing, the company received cash proceeds of $750 million and provided seller financing to Francisco in the form of a $100 million loan with a term of 7 years. The cash proceeds from the sale were included in cash from investing activities within the Consolidated Statement of Cash Flows. The seller financing is a non-cash investing activity. For the six months ended June 30, 2024, the company recognized a pre-tax gain on sale of $239 million in other (income) and expense in the Consolidated Income Statement. As discussed in note 4, “Segments,” in the first quarter of 2024, The Weather Company assets previously reported in the Software segment were moved and recast to the Other–divested businesses category.

Transaction Signed — In May 2024, IBM and Palo Alto Networks (Palo Alto) entered into a definitive agreement whereby Palo Alto will acquire from IBM certain QRadar SaaS (software-as-a-service) assets including QRadar intellectual property, customer relationships and customer contracts for approximately $500 million in cash. The transaction is expected to close in the third quarter of 2024, subject to regulatory approvals and other customary closing conditions. The company expects to recognize a pre-tax gain on the sale of assets, of which the final amount is not yet determinable.

Upon closing, IBM and Palo Alto will facilitate the migration of QRadar SaaS and IBM's QRadar on-premise (on-prem) clients to Palo Alto’s Cortex XSIAM, their security operations (SOC) platform. As part of the agreement, IBM will receive incremental future cash payments from Palo Alto for QRadar on-prem clients that choose to migrate to the Cortex XSIAM platform.

Also, in connection with the sale of the QRadar SaaS assets, IBM and Palo Alto will enter into various commercial agreements pursuant to which IBM will purchase certain Palo Alto products and services and IBM will license and/or provide certain software, including SaaS, and consulting services to Palo Alto. IBM will also provide Palo Alto with transition services including support, operations and other services for QRadar SaaS customer contracts. The commercial agreements entered into during the second quarter of 2024 did not have a material impact on IBM's Consolidated Financial Statements.