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Acquisitions & Divestitures
3 Months Ended
Mar. 31, 2023
Acquisitions & Divestitures  
Acquisitions & Divestitures

5. 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, 2023, the company completed three acquisitions at an aggregate cost of $226 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

StepZen, Inc.

Software

Developer of GraphQL to help build application programming interfaces (APIs)

Uptake Technologies, Inc.

Software

Provider of advanced data analytics and content for heavy industries

NS1

Software

Leading provider of network automation SaaS solutions

At March 31, 2023, the remaining cash to be remitted by the company related to certain first-quarter 2023 acquisitions was $187 million. Of the amount outstanding, $173 million was recorded as restricted cash in the Consolidated Balance Sheet and is expected to be paid in 2023 with the remaining $14 million expected to be paid in the first quarter of 2024. The unremitted cash associated with these acquisitions is a non-cash investing activity for purposes of the company’s Consolidated Statement of Cash Flows as of March 31, 2023.

The following table reflects the purchase price related to these acquisitions and the resulting purchase price allocation as of March 31, 2023.

Amortization

Total

(Dollars in millions)

    

Life (in years)

Acquisitions

Current assets

$

27

Property, plant and equipment/noncurrent assets

 

9

Intangible assets:

Goodwill

 

N/A

 

141

Client relationships

 

7

 

34

Completed technology

 

5-7

 

35

Trademarks

 

2-5

 

2

Total assets acquired

$

247

Current liabilities

 

19

Noncurrent liabilities

 

2

Total liabilities assumed

$

21

Total purchase price

$

226

N/A - not applicable

The goodwill generated was assigned to the Software segment and 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. It is expected that none of the goodwill will be deductible for tax purposes.

The overall weighted-average useful life of the identified amortizable intangible assets acquired was 6.6 years. 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.

In April 2023, the company acquired Ahana Cloud, Inc. (Ahana), an expert in open-source-based, managed cloud-native data analytics solutions. Ahana will be integrated into the Software segment. At the date of issuance of the financial statements, the initial purchase accounting for Ahana was not complete.

Divestitures

Separation of Kyndryl — On November 3, 2021, the company completed the separation of its managed infrastructure services unit into a new public company with the distribution of 80.1 percent of the outstanding common stock of Kyndryl Holdings, Inc. (Kyndryl) to IBM stockholders on a pro rata basis. The company retained 19.9 percent of the shares of Kyndryl common stock immediately following the separation. During 2022, the company fully disposed of its retained interest in Kyndryl common stock pursuant to exchange agreements with a third-party financial institution, which were completed within twelve months of separation. As of November 2, 2022, the company no longer held an ownership interest in Kyndryl.

Loss from discontinued operations, net of tax for the three months ended March 31, 2023 of $7 million reflects the net impact of changes in separation-related estimates and the settlement of assets and liabilities in accordance with the separation and distribution agreement. Income from discontinued operations, net of tax for the three months ended March 31, 2022 of $71 million reflects the same drivers above and also reflects a gain on sale of a joint venture historically managed by Kyndryl, which transferred to Kyndryl in the first quarter of 2022 upon receiving regulatory approval.