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Acquisitions & Divestitures
3 Months Ended
Mar. 31, 2022
Acquisitions & Divestitures  
Acquisitions & Divestitures

6. Acquisitions & Divestitures:

Acquisitions

Purchase price consideration for all acquisitions was paid primarily in cash. All acquisitions, except 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 three months ended March 31, 2022, the company completed three acquisitions at an aggregate cost of $798 million. Each acquisition is expected to enhance the company’s portfolio of products and services capabilities and further advance IBM’s hybrid cloud and AI strategy.

Acquisition

    

Segment

    

Description of Acquired Business

Envizi

Software

Data and analytics software provider for environmental performance management

Sentaca

Consulting

Telco consulting services and solutions provider specializing in automation, cloud migration, and future networks for telecommunication providers

Neudesic

Consulting

Application development and cloud computing services company

At March 31, 2022, the remaining cash to be remitted by the company related to certain first quarter 2022 acquisitions was $113 million, most of which is expected to be paid by the first quarter of 2023.

The following table reflects the purchase price related to these acquisitions and the resulting purchase price allocation as of March 31, 2022.

Amortization

Total

(Dollars in millions)

    

Life (in years)

Acquisitions

Current assets

$

52

Property, plant and equipment/noncurrent assets

 

2

Intangible assets:

Goodwill

 

N/A

 

649

Client relationships

 

7

 

140

Completed technology

 

4-7

 

39

Trademarks

 

2-3

 

5

Total assets acquired

$

887

Current liabilities

 

55

Noncurrent liabilities

 

35

Total liabilities assumed

$

89

Total purchase price

$

798

N/A - not applicable

The goodwill generated is primarily attributable to the assembled workforce of the acquired businesses and the increased synergies expected to be achieved from the integration of the acquired businesses into the company’s various integrated solutions and services, neither of which qualifies as an amortizable intangible asset.

The overall weighted-average useful life of the identified amortizable intangible assets acquired was 6.7 years. Goodwill of $461 million and $188 million was assigned to the Consulting and Software segments, respectively. It is expected that none of the goodwill will be deductible for tax purposes.

The identified intangible assets will be amortized on a straight-line basis over their useful lives, which approximates the pattern that the assets’ economic benefits are expected to be consumed over time.

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; however, material changes are not expected.

Divestitures

In first quarter of 2022, the Infrastructure segment completed one divestiture. The financial terms related to this transaction were not material.

Transactions Announced — In January 2022, the company signed a definitive agreement in which Francisco Partners will acquire IBM’s healthcare data and analytics assets reported within Other - divested business (Other) for $1,065 million. Refer to note 5, “Segments,” for additional information. The assets include Health Insights, MarketScan, Clinical Development, Social Program Management, Micromedex, and imaging software offerings. The transaction is expected to close in phases with the initial closing of the U.S. and Canada expected in the second quarter of 2022, and subsequent closings expected in the second half of 2022, subject to customary regulatory clearances and closing conditions. The company expects to recognize a pre-tax gain on the sale, the final amount of which is not yet determinable.

At March 31, 2022, the business met the criteria for held for sale classification. Held for sale assets of approximately $727 million, which consist primarily of goodwill, intangible assets-net and property, plant, and equipment-net of approximately $484 million, $165 million and $45 million, respectively, and held for sale liabilities of $123 million, which consist primarily of deferred income, were included in the company’s Consolidated Balance Sheet at March 31, 2022.