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Acquisitions & Divestitures
9 Months Ended
Sep. 30, 2022
Acquisitions & Divestitures  
Acquisitions & Divestitures

6. Acquisitions & Divestitures:

Acquisitions

Purchase price consideration for all acquisitions was paid primarily in cash. All acquisitions, except as 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 nine months ended September 30, 2022, the company completed six acquisitions at an aggregate cost of $1,102 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

First Quarter

 

 

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

Second Quarter

Randori

Software

Leading attack surface management (ASM) and cybersecurity provider

Databand.ai

Software

Proactive data observability platform that isolates data errors and issues to alert relevant stakeholders

Third Quarter

Omnio

Software

Developer of software connectors used in the collection of raw data for various Industrial Internet of Things (IoT) applications

At September 30, 2022, the remaining cash to be remitted by the company related to certain first half 2022 acquisitions was $90 million, most of which is expected to be paid by the second quarter of 2023.

The following table reflects the purchase price related to these acquisitions and the resulting purchase price allocations as of September 30, 2022.

Amortization

Total

(Dollars in millions)

    

Life (in years)

Acquisitions

Current assets

$

63

Property, plant and equipment/noncurrent assets

 

3

Intangible assets:

Goodwill

 

N/A

 

857

Client relationships

 

7

 

151

Completed technology

 

4-7

 

90

Trademarks

 

2-3

 

7

Total assets acquired

$

1,171

Current liabilities

 

48

Noncurrent liabilities

 

22

Total liabilities assumed

$

69

Total purchase price

$

1,102

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 $432 million and $425 million was assigned to the Software and Consulting segments, respectively. It is expected that 41 percent 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.

On October 3, 2022, the company acquired Dialexa, a privately held digital product engineering services firm. Dialexa will be integrated into the Consulting segment. At the date of issuance of the financial statements, the initial purchase accounting for Dialexa was not complete.

Divestitures

Healthcare Software Assets — In January 2022, IBM and Francisco Partners (Francisco) signed a definitive agreement in which Francisco would acquire IBM’s healthcare data and analytics assets reported within Otherdivested businesses 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. In addition, IBM is providing Francisco with transition services including IT and other services. The closing completed for the U.S. and Canada on June 30, 2022 and a subsequent closing occurred in most other countries on September 30, 2022. The company expects to close the remaining countries by the first quarter of 2023.

On June 30, 2022, the company received a cash payment of $1,065 million. As of September 30, 2022 a total pre-tax gain of $259 million has been recognized in other (income) and expense in the Consolidated Income Statement. Any pre-tax gains related to the subsequent wave closings are not expected to be material. The total gain on sale may change in the future due to changes in transaction estimates; however, such changes are not expected to be material.

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