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Acquisitions/Divestitures:
6 Months Ended
Jun. 30, 2013
Acquisitions/Divestitures:  
Acquisitions/Divestitures:

9. Acquisitions/Divestitures:

 

Acquisitions: During the six months ended June 30, 2013, the company completed three acquisitions at an aggregate cost of $101 million.

 

The Software segment completed acquisitions of three privately held companies: in the first quarter, StoredIQ Inc. (StoredIQ) and Star Analytics, Inc. (Star Analytics); and in the second quarter, UrbanCode Inc. (UrbanCode).

 

The table below reflects the purchase price related to these acquisitions and the resulting purchase price allocations as of June 30, 2013:

 

 

 

Amortization

 

Total

 

(Dollars in millions)

 

Life (in yrs.)

 

Acquisitions

 

Current assets

 

 

 

$

7

 

Fixed assets/noncurrent assets

 

 

 

14

 

Intangible assets:

 

 

 

 

 

Goodwill

 

N/A

 

75

 

Completed technology

 

5-7

 

11

 

Patents/trademarks

 

3-7

 

4

 

Total assets acquired

 

 

 

111

 

Current liabilities

 

 

 

(3

)

Noncurrent liabilities

 

 

 

(7

)

Total liabilities assumed

 

 

 

(10

)

Total purchase price

 

 

 

$

101

 

 

N/A - not applicable

 

Each acquisition further complemented and enhanced the company’s portfolio of product and services offerings. The acquisition of StoredIQ advances the company’s efforts to help clients derive value from big data. The combination of the company’s and Star Analytics’ software will advance the company’s business analytics initiatives. UrbanCode automates the delivery of software, helping businesses quickly release and update mobile, social, big data and cloud applications. Purchase price consideration for these acquisitions as reflected in the table above, is paid in cash. All acquisitions are reported in the Consolidated Statement of Cash Flows net of acquired cash and cash equivalents.

 

The acquisitions were accounted for as business combinations using the acquisition method, and accordingly, the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity was recorded at their estimated fair values at the date of acquisition. The primary items that generated the goodwill are the value of the synergies between the acquired companies and IBM and the acquired assembled work-force, neither of which qualify as an amortizable intangible asset. The overall weighted-average life of the identified amortizable intangible assets acquired is 6.6 years. These identified intangible assets will be amortized on a straight-line basis over their useful lives. Goodwill of $75 million has been assigned to the Software segment. It is expected that approximately 8 percent of the goodwill will be deductible for tax purposes.

 

On July 8, 2013, the company announced that it had completed the acquisition of SoftLayer Technologies, Inc. (SoftLayer), based in Dallas, Texas, the world’s largest privately held cloud computing infrastructure company. Softlayer will enable the company to deliver the security, privacy and reliability attributes of private clouds with the economy and speed of public clouds. At the date of issuance of the financial statements, the initial business combination accounting (purchase price of approximately $2.0 billion) was not complete for this acquisition.

 

On July 9, 2013, the company announced that it had entered into a definitive agreement to acquire CSL International (CSL), a privately held company based in Herzliya Pituach, Israel. CSL is a leading provider of virtualization management technology for the company’s zEnterprise system. The acquisition is expected to close in the third quarter of 2013.

 

Divestitures: During the first quarter of 2013, the company completed the divestiture of its Showcase Reporting product set to Help/Systems. Showcase Reporting, which was acquired by IBM through the SPSS acquisition in 2009, is an enterprise-class business intelligence platform that enables customers to build and manage analytical reporting environments. This transaction was not material to the Consolidated Financial Statements.