UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10 - Q10–Q/A

Amendment No. 1

 

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTER ENDED MARCH 31, 2019

 

000-55786

(Commission file number)

 

IBM CREDIT LLC

(Exact name of registrant as specified in its charter)

 

Delaware

    

22-2351962

(State or Other Jurisdiction of
Incorporation or Organization)

 

(IRS employer identification number)

 

 

Armonk, New York

    

10504

(Address of principal executive offices)

 

(Zip Code)

 

914-765-1900

(Registrant’s telephone number)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒    No  ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒     No  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐

    

Accelerated filer  ☐

 

 

 

Non-accelerated filer  ☒

 

Smaller reporting company ☐

 

 

 

 

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐   No  ☒

 

Securities registered pursuant to Section 12(b) of the Act:

None.

All of the limited liability company interests ("Interests") in the registrant are held by an affiliate of the registrant. None of the Interests are publicly traded.

 

REDUCED DISCLOSURE FORMAT

 

IBM Credit LLC, an indirect, wholly owned subsidiary of International Business Machines Corporation (IBM), meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.

 

 

 

 

 

 


EXPLANATORY NOTE

The sole purpose of this amendment to the company's quarterly report on Form 10-Q is to correct a scrivener’s error appearing in the filed versions of Exhibits 32.1 and 32.2 of the company's quarterly report, each a Certification of Periodic Financial Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, which filed versions incorrectly referenced the period ended September 30, 2018 rather than the period ended March 31, 2019.  None of the other information previously disclosed in such quarterly report is modified by this amendment.

2


 

Index

 

 

23


 

Part I— Financial Information

 

Item 1. Consolidated Financial Statements:

 

IBM CREDIT LLC AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENT OF EARNINGS

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 

 

(Dollars in millions)

    

2019

    

2018

 

Revenue

 

 

  

 

 

  

 

Financing revenue

 

$

404

 

$

365

 

Operating lease revenue

 

 

78

 

 

84

 

Total revenue

 

$

482

 

$

449

 

Financing cost (related party cost of $74 in 2019 and $57 in 2018)

 

$

160

 

$

102

 

Depreciation of equipment under operating lease

 

 

45

 

 

48

 

Net margin

 

$

277

 

$

300

 

Expense and other (income)

 

 

 

 

 

 

 

Selling, general and administrative

 

$

97

 

$

98

 

Provision for credit losses

 

 

 4

 

 

 9

 

Other (income) and expense

 

 

(18)

 

 

 1

 

Total expense and other (income)

 

$

83

 

$

109

 

Income before income taxes

 

$

193

 

$

191

 

Provision for income taxes

 

 

150

 

 

42

 

Net income

 

$

43

 

$

149

 

 

(Amounts may not add due to rounding.)

(The accompanying notes are an integral part of the financial statements.)

 

 

34


 

Table of Contents

Consolidated Financial Statements — (continued)

 

IBM CREDIT LLC AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 

 

(Dollars in millions)

    

2019

    

2018

 

Net income

 

$

43

 

$

149

 

Other comprehensive income/(loss), before tax:

 

 

 

 

 

 

 

Foreign currency translation

 

 

 3

 

 

70

 

Retirement-related benefit plans (1)

 

 

0

 

 

1

 

Other comprehensive income/(loss), before tax

 

 

 3

 

 

71

 

Income tax benefit related to items of other comprehensive income

 

 

 3

 

 

11

 

Other comprehensive income/(loss), net of tax

 

$

 6

 

$

82

 

Total comprehensive income

 

$

49

 

$

230

 


(1)

Amounts represented relate to multiple-employer plans.

(Amounts may not add due to rounding.)

(The accompanying notes are an integral part of the financial statements.)

 

45


 

Table of Contents

Consolidated Financial Statements — (continued)

 

IBM CREDIT LLC AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

At March 31, 

 

At December 31, 

 

(Dollars in millions)

    

2019

    

2018

 

Assets:

 

 

  

 

 

  

 

Cash and cash equivalents

 

$

1,573

 

$

1,828

 

Financing receivables

 

 

23,431

 

 

25,848

 

(net of allowances of $171 in 2019 and $174 in 2018)

 

 

 

 

 

 

 

Equipment under operating leases

 

 

345

 

 

386

 

(net of accumulated depreciation of $286 in 2019 and $283 in 2018)

 

 

 

 

 

 

 

Financing receivables from IBM

 

 

3,869

 

 

3,609

 

Receivables purchased/participated from IBM

 

 

5,331

 

 

5,433

 

(net of allowances of $11 in 2019 and $18 in 2018)

 

 

 

 

 

 

 

Other receivables from IBM

 

 

301

 

 

2,019

 

Other assets

 

 

366

 

 

373

 

Total assets

 

$

35,217

 

$

39,497

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

1,362

 

$

1,705

 

Accounts payable to IBM

 

 

950

 

 

3,044

 

Debt

 

 

10,577

 

 

10,954

 

Debt payable to IBM

 

 

18,367

 

 

19,580

 

Taxes

 

 

594

 

 

547

 

Other liabilities

 

 

203

 

 

246

 

Total liabilities

 

$

32,053

 

$

36,076

 

Member’s interest:

 

 

 

 

 

 

 

Member's interest

 

 

3,191

 

 

3,216

 

Retained earnings

 

 

 —

 

 

238

 

Accumulated other comprehensive income/(loss)

 

 

(27)

 

 

(33)

 

Total member's interest

 

$

3,164

 

$

3,420

 

Total liabilities and member’s interest

 

$

35,217

 

$

39,497

 

 

(Amounts may not add due to rounding.)

(The accompanying notes are an integral part of the financial statements.)

56


 

Table of Contents

Consolidated Financial Statements — (continued)

 

IBM CREDIT LLC AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 

 

(Dollars in millions)

    

2019

    

2018

    

Cash flows from operating activities:

 

 

  

 

 

  

 

Net income

 

$

43

 

$

149

 

Adjustments to reconcile net income to cash provided by operating activities:

 

 

 

 

 

 

 

Provision for credit losses

 

 

 4

 

 

 9

 

Depreciation

 

 

45

 

 

48

 

Deferred taxes

 

 

(2)

 

 

(25)

 

Net (gain)/loss on asset sales and other

 

 

(6)

 

 

(44)

 

Change in operating assets and liabilities:

 

 

 

 

 

 

 

Other assets/other liabilities

 

 

 4

 

 

103

 

Net cash provided by operating activities

 

$

88

 

$

240

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

  

 

Originations of financing receivables

 

$

(4,219)

 

$

(4,943)

 

Collection of financing receivables

 

 

4,023

 

 

3,751

 

Short-term financing receivables - net (1)

 

 

46

 

 

863

 

Purchase of equipment under operating leases

 

 

(20)

 

 

(57)

 

Proceeds from disposition of equipment under operating lease

 

 

13

 

 

15

 

Other receivables from IBM - net

 

 

1,738

 

 

(214)

 

Other investing activities - net

 

 

(10)

 

 

(65)

 

Net cash provided by/(used in) investing activities

 

$

1,572

 

$

(650)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

  

 

Proceeds from issuance of debt from IBM

 

$

2,545

 

$

4,841

 

Principal payments on debt from IBM

 

 

(2,388)

 

 

(4,299)

 

Proceeds from issuance of debt

 

 

300

 

 

2,122

 

Principal payments on debt

 

 

(196)

 

 

(247)

 

Short-term borrowings from/(repayments to) IBM - net (1)

 

 

(1,299)

 

 

(2,517)

 

Short-term borrowings/(repayments) - net (1)

 

 

(500)

 

 

480

 

Distributions to IBM

 

 

(370)

 

 

(490)

 

Net cash used in financing activities

 

$

(1,910)

 

$

(111)

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

$

(5)

 

$

11

 

Net change in cash and cash equivalents

 

$

(255)

 

$

(510)

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at January 1

 

 

1,828

 

 

2,680

 

Cash and cash equivalents at March 31

 

$

1,573

 

$

2,170

 

 

 

 

 

 

 

 

 


(1)

Short-term represents original maturities of 90 days or less.

(Amounts may not add due to rounding.)

(The accompanying notes are an integral part of the financial statements.)

67


 

Table of Contents

Consolidated Financial Statements — (continued)

 

IBM CREDIT LLC AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER'S INTEREST

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

Other

 

Total

 

 

Member's

 

Retained

 

Comprehensive

 

Member’s

(Dollars in millions)

 

Interest

    

Earnings

    

Income/(Loss)

    

Interest

Member’s Interest, January 1, 2019

 

$

3,216

 

$

238

 

$

(33)

 

$

3,420

Net income plus other comprehensive income/(loss):

 

 

  

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

43

 

 

 

  

 

43

Other comprehensive income/(loss), net of tax

 

 

 

 

 

 

 

 

 6

  

 

 6

Total comprehensive income/(loss)

 

 

 

 

 

 

 

 

  

$

49

Contributions from IBM (1)

 

 

64

 

 

 

 

 

 

  

 

64

Distributions to IBM

 

 

(88)

 

 

(282)

 

 

 

 

 

(370)

Member’s Interest, March 31, 2019

 

$

3,191

 

$

 —

 

$

(27)

 

$

3,164


(1) Includes $64 million non-cash equity contribution from IBM. Refer to note 9, "Relationship with IBM and Related Party Transactions."

(Amounts may not add due to rounding.)

(The accompanying notes are an integral part of the financial statements.)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

Other

 

Total

 

 

Member's

 

Retained

 

Comprehensive

 

Member’s

(Dollars in millions)

    

Interest

    

Earnings

    

Income/(Loss)

    

Interest

Member’s Interest, January 1, 2018

 

$

3,101

 

$

302

 

$

158

 

$

3,562

Cumulative effect of change in accounting principle (1)

 

 

  

 

 

 5

 

 

(5)

 

 

 —

Net income plus other comprehensive income/(loss):

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

149

 

 

 

  

 

149

Other comprehensive income/(loss), net of tax

 

 

 

 

 

 

 

 

82

  

 

82

Total comprehensive income/(loss)

 

 

 

 

 

 

 

 

  

$

230

Distributions to IBM

 

 

(34)

 

 

(456)

 

 

 

 

 

(490)

Member’s Interest, March 31, 2018

 

$

3,067

 

$

 —

 

$

234

 

$

3,302


(1) Reflects the adoption of the FASB guidance on stranded tax effects. Refer to note 2, "Accounting Changes."

(Amounts may not add due to rounding.)

(The accompanying notes are an integral part of the financial statements.)

 

 

 

78


 

Notes to Consolidated Financial Statements:

1. Basis of Presentation:

The accompanying Consolidated Financial Statements and footnotes of IBM Credit LLC (IBM Credit or the company) have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The financial statements and footnotes are unaudited. In the opinion of the company’s management, these statements include all adjustments, which are only of a normal recurring nature, necessary to present a fair statement of the company’s results of operations, financial position and cash flows.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amount of assets, liabilities, revenue, costs, expenses and other comprehensive income/(loss) that are reported in the Consolidated Financial Statements and accompanying disclosures. These estimates are based on management’s best knowledge of current events, historical experience, actions that the company may undertake in the future and on various other assumptions that are believed to be reasonable under the circumstances. As a result, actual results may be different from these estimates.

Member’s Interest in the Consolidated Statement of Financial Position represents the accumulation of the company’s net income over time and contributions from IBM and distributions to IBM. Distributions by the company to IBM are considered first to be a return of profit as reflected in retained earnings in the Consolidated Statement of Financial Position. Any amount distributed to IBM in excess of the company’s available balance in retained earnings is considered a return of a portion of member’s interest as reflected in the Consolidated Statement of Financial Position.

Income tax expense is based on reported income before income taxes. Whereas the majority of non-U.S. entities are separate legal tax filers, the company’s U.S. federal and certain state and foreign operations will continue to be included in various IBM consolidated tax returns. In such cases, the income taxes for these entities are calculated using a separate return method modified to apply the benefits-for-loss approach, which is consistent with the company’s Tax Sharing Agreement with IBM. Under this approach, the provision for income taxes is computed as if the company filed tax returns on a separate tax return basis and is then adjusted, as necessary, to reflect IBM’s reimbursement for any tax benefits generated by the company.

In the first quarter of 2019, the company reported a provision for income taxes of $150 million and an effective tax rate of 77.5 percent, compared to a provision of $42 million and an effective tax rate of 22.0 percent in the first quarter of 2018. The change in the effective tax rate was primarily attributable to an additional tax expense of $116 million related to guidance issued by the U.S. Treasury in January 2019 regarding U.S. tax reform repatriation tax. In accordance with the previously executed Tax Sharing Agreement between IBM and the company, $64 million of the resulting liability was settled through a non-cash contribution to member’s interest. For additional information, refer to Note 9, “Relationship with IBM and Related Party Transactions.”    

The amount of restricted cash included in the Consolidated Statement of Financial Position and Consolidated Statement of Cash Flows is immaterial for the periods presented.

All significant intracompany transactions between IBM Credit’s businesses have been eliminated. All significant intercompany transactions between IBM Credit and IBM have been included in these Consolidated Financial Statements.

Interim results are not necessarily indicative of financial results for a full year. The information included in this Form 10-Q should be read in conjunction with the Consolidated Financial Statements included in the Form 10-K.

Within the financial statements and tables presented, certain columns and rows may not add due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts. Certain prior year amounts have been reclassified to conform to the current year presentation. This is annotated where applicable.

 

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Table of Contents

 

Notes to Consolidated Financial Statements — (continued)

 

2.  Accounting Changes:

New Standards to be Implemented

In August 2018, the Financial Accounting Standards Board (FASB) issued guidance which changed the disclosure requirements for fair value measurements. The guidance is effective on January 1, 2020 with early adoption of certain provisions permitted. The company early adopted the provision in the fair value guidance that removed the Level 1/Level 2 transfer disclosures. The company is evaluating the adoption date for the remaining changes. As the guidance is a change to disclosures only, the company does not expect the guidance to have a material impact in the consolidated financial results.

In June 2016, with amendments in 2018, the FASB issued guidance for credit impairment based on an expected loss model rather than an incurred loss model. The guidance requires the consideration of all available relevant information when estimating expected credit losses, including past events, current conditions and forecasts and their implications for expected credit losses. A cross-functional team was established that is evaluating the financial instruments portfolio and the system, process and policy change requirements and continues to make substantial progress. The new guidance expands the scope of financial instruments subject to impairment, including off-balance sheet commitments and residual value. The guidance is effective January 1, 2020 with one-year early adoption permitted. The company will adopt the guidance as of the effective date and is continuing to evaluate the impact.

Standards Implemented

The FASB issued guidance in February 2016, with amendments in 2018 and 2019, which changed the accounting for leases. The guidance requires lessees to recognize right-of-use (ROU) assets and lease liabilities for most leases in the Consolidated Statement of Financial Position. The guidance also made some changes to lessor accounting, including the elimination of the use of third-party residual value guarantee insurance in the lease classification test, and overall aligns with the new revenue recognition guidance. The guidance also requires qualitative and quantitative disclosures to assess the amount, timing and uncertainty of cash flows arising from leases. The company adopted the guidance effective January 1, 2019 using the transition option whereby prior comparative periods were not retrospectively presented in the consolidated financial statements. The company elected the package of practical expedients not to reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs (IDC’s). From a lessor perspective, the changes in lease termination guidance, IDC and removal of third-party residual value guarantee insurance in the lease classification test did not have a material impact on the consolidated financial results. There are no material impacts of adoption from a lessee perspective as there are no material lease arrangements in which the company is a lessee. Refer to note 4, “Leases,” for additional information, including further discussion on the impact of adoption. 

In February 2018, the FASB issued guidance that allows entities to elect an option to reclassify the stranded tax effects related to the application of U.S. tax reform from accumulated other comprehensive income/(loss) (AOCI) to retained earnings. The guidance was effective January 1, 2019, with early adoption permitted, and can be applied either in the period of adoption or retrospectively to all applicable periods. The company adopted the guidance effective January 1, 2018, and elected not to reclassify prior periods. In accordance with its accounting policy, the company releases income tax effects from AOCI once the reason the tax effects were established ceases to exist (e.g., when available-for-sale debt securities are sold or if a pension plan is liquidated). This guidance allows for the reclassification of stranded tax effects as a result of the change in tax rates from U.S. tax reform to be recorded upon adoption of the guidance rather than at the actual cessation date. At adoption on January 1, 2018,  $5 million  was reclassified from AOCI to retained earnings.

In August 2017, the FASB issued guidance to simplify the application of hedge accounting in certain areas, better portray the economic results of an entity’s risk management activities in its financial statements and make targeted improvements to presentation and disclosure requirements. The guidance was effective January 1, 2019, with early adoption permitted. The company adopted the guidance as of January 1, 2018, and it did not have a material impact in the consolidated financial results.

The FASB issued guidance on the recognition of revenue from contracts with customers in May 2014 with amendments in 2015 and 2016. Revenue recognition depicts the transfer of promised goods or services to customers in an amount that

910


 

Table of Contents

 

Notes to Consolidated Financial Statements — (continued)

 

reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires specific disclosures relating to revenue recognition. The company adopted the guidance on January 1, 2018 using the modified-retrospective transition method. The company concluded that substantially all of its financing and operating lease revenue streams are not within the scope of the guidance, as they are governed by other accounting standards. The guidance did not have an impact on the company’s consolidated financial results. The company concluded its assessment of the data availability and presentation necessary to meet the additional disclosure requirements of the guidance in the Notes to the Consolidated Financial Statements and there was no material change to disclosures as a result of the adoption of the guidance.

3. Financial Instruments:

Fair Value Measurements

Accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Under this guidance, the company is required to classify certain assets and liabilities based on the following fair value hierarchy:

·

Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities that can be accessed at the measurement date;

·

Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

·

Level 3—Unobservable inputs for the asset or liability.

The guidance requires the use of observable market data if such data is available without undue cost and effort.

When available the company uses unadjusted quoted market prices in active markets to measure the fair value and classifies such items as Level 1. If quoted market prices are not available, fair value is based upon internally developed models that use current market-based or independently sourced market parameters such as interest rates and currency rates. Items valued using internally generated models are classified according to the lowest level input or value driver that is significant to the valuation.

The determination of fair value considers various factors including interest rate yield curves and time value underlying the financial instruments. For derivatives and debt securities, the company uses a discounted cash flow analysis using discount rates commensurate with the duration of the instrument.

In determining the fair value of financial instruments, the company considers certain market valuation adjustments to the “base valuations” calculated using the methodologies described below for several parameters that market participants would consider in determining fair value:

·

Counterparty credit risk adjustments are applied to financial instruments, taking into account the actual credit risk of a counterparty as observed in the credit default swap market to determine the true fair value of such an instrument.

·

Credit risk adjustments are applied to reflect the company’s own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the company’s own credit risk as observed in the credit default swap market.

As an example, the fair value of derivatives is derived utilizing a discounted cash flow model that uses observable market inputs such as known notional value amounts, yield curves, spot and forward exchange rates as well as discount rates. These inputs relate to liquid, heavily traded currencies with active markets which are available for the full term of the derivative.

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Table of Contents

 

Notes to Consolidated Financial Statements — (continued)

 

Certain assets that are measured at fair value on a recurring basis can be subject to nonrecurring fair value measurements. These assets include available-for-sale debt securities that are deemed to be other-than-temporarily impaired. In the event of an other-than-temporary impairment of a debt security, fair value is measured using a model described above.

Accounting guidance permits the measurement of eligible financial assets, financial liabilities and firm commitments at fair value, on an instrument-by-instrument basis, that are otherwise not permitted to be accounted for at fair value under other accounting standards. This election is irrevocable. The company has not applied the fair value option to any eligible assets or liabilities.

The following tables present the company’s financial assets and financial liabilities that are measured at fair value on a recurring basis at March 31, 2019 and December 31, 2018.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

At March 31, 2019

    

Level 1

    

Level 2

    

Level 3

    

Total

 

Assets:

 

 

  

 

 

  

 

 

  

 

 

  

 

Cash equivalents (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

Time deposits and certificates of deposit

 

$

 —

 

$

750

 

$

 —

 

$

750

 

Money market funds

 

 

 5

 

 

 —

 

 

 —

 

 

 5

 

Total

 

 

 5

 

 

750

 

 

 —

 

 

755

 

Derivative assets (2)

 

 

 —

 

 

21

 

 

 —

 

 

21

(4)

Total assets

 

$

 5

 

$

771

 

$

 —

 

$

776

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities (3)

 

$

 —

 

$

23

 

$

 —

 

$

23

(4)


(1)

Included within cash and cash equivalents in the Consolidated Statement of Financial Position.

(2)

Included within other assets in the Consolidated Statement of Financial Position.

(3)

Included within other liabilities in the Consolidated Statement of Financial Position.

(4)

If derivative exposures covered by a qualifying master netting agreement with IBM had been netted in the Consolidated Statement of Financial Position, the total derivative asset and liability positions would each have been reduced by $1 million.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2018

    

Level 1

    

Level 2

    

Level 3

    

Total

 

Assets:

 

 

  

 

 

  

 

 

  

 

 

  

 

Cash equivalents (1)

 

 

  

 

 

  

 

 

  

 

 

  

 

Time deposits and certificates of deposit

 

$

 —

 

$

792

 

$

 —

 

$

792

 

Money market funds

 

 

 5

 

 

 —

 

 

 —

 

 

 5

 

Total

 

 

 5

 

 

792

 

 

 —

 

 

797

 

Derivative assets (2)

 

 

 —

 

 

18

 

 

 —

 

 

18

(4)

Total assets

 

$

 5

 

$

810

 

$

 —

 

$

815

 

Liabilities:

 

 

  

 

 

  

 

 

  

 

 

  

 

Derivative liabilities (3)

 

$

 —

 

$

37

 

$

 —

 

$

37

(4)


(1)

Included within cash and cash equivalents in the Consolidated Statement of Financial Position.

(2)

Included within other assets in the Consolidated Statement of Financial Position.

(3)

Included within other liabilities in the Consolidated Statement of Financial Position. 

(4)

If derivative exposures covered by a qualifying master netting agreement with IBM had been netted in the Consolidated Statement of Financial Position, the total derivative asset and liability positions would each have been reduced by $11 million.

 

1112


 

Table of Contents

 

Notes to Consolidated Financial Statements — (continued)

 

Financial Assets and Liabilities Not Measured at Fair Value

Short-Term Receivables and Payables

Short-term financing receivables are financial assets with carrying values that approximate fair value. Accounts payable, other accrued expenses and short-term debt (including debt payable to IBM) are financial liabilities with carrying values that approximate fair value. If measured at fair value in the financial statements, these financial instruments would be classified as Level 3 in the fair value hierarchy, except for short-term debt, which would be classified as Level 2.

Long-Term Receivables

Fair values are based on discounted future cash flows using current interest rates offered for similar loans to clients with similar credit ratings for the same remaining maturities. At March 31, 2019 and December 31, 2018, the difference between the carrying amount and estimated fair value for long-term receivables was immaterial. If measured at fair value in the financial statements, these financial instruments would be classified as Level 3 in the fair value hierarchy.

Long-Term Debt

Fair value of publicly traded long-term debt is based on quoted market prices for the identical liability when traded as an asset in an active market. For other long-term debt, which includes debt payable to IBM, for which a quoted market price is not available, an expected present value technique that uses rates currently available to the company for debt with similar terms and remaining maturities is used to estimate fair value. The carrying amount of long-term debt (including debt payable to IBM) was $17,796 million and $17,276 million and the estimated fair value was $17,829 million and $17,199 million at March 31, 2019 and December 31, 2018, respectively. If measured at fair value in the financial statements, long-term debt (including the current portion) would be classified as Level 2 in the fair value hierarchy.

Derivative Financial Instruments

The company operates in multiple currencies and is a lender and issuer in the capital markets and a borrower from IBM. In the normal course of business, the company may be exposed to the impact of interest rate changes and foreign currency fluctuations. The company limits its exposure to core market risks by following established risk management policies and procedures, and through the use of match funding with IBM and third parties. Although the company seeks to substantially match fund the terms, currency and interest rate variability of its debt against its underlying financial assets, risks may arise between assets and the related liabilities used for funding. The company may also choose to mitigate any remaining exposure relating to interest rate changes and foreign currency fluctuations through the use of interest rate or foreign exchange derivatives.

Derivative assets and liabilities are recorded in other assets and other liabilities in the Consolidated Statement of Financial Position and are presented on a gross basis. The notional amounts of the derivative instruments do not necessarily represent amounts exchanged by the company with IBM and third parties, and are not necessarily a direct measure of the financial exposure. The company also enters into master netting agreements with certain counterparties that allow for netting of exposures in the event of default or breach. However, in the Consolidated Statement of Financial Position, the company does not offset derivative assets against liabilities in master netting arrangements. At March 31, 2019, the aggregate fair value of derivative contracts with IBM that were in an asset position totaled $21 million and the aggregate fair value of derivative contracts with IBM that were in a liability position totaled $23 million. If derivatives exposures covered by a qualifying master netting agreement with IBM had been netted in the Consolidated Statement of Financial Position, the total derivative asset and liability positions would each have been reduced by $1 million. At December 31, 2018, the aggregate fair value of derivative contracts with IBM that were in an asset position totaled $18 million and the aggregate fair value of derivative contracts with IBM that were in a liability position totaled $37 million. If derivatives exposures covered by a qualifying master netting agreement with IBM had been netted in the Consolidated Statement of Financial Position, the total derivative asset and liability positions would each have been reduced by $11 million.

1213


 

Table of Contents

 

Notes to Consolidated Financial Statements — (continued)

 

Interest Rate Risk

Fixed and Variable Rate Borrowings

The company issues debt in the capital markets to fund its operations. Access to cost-effective financing can result in interest rate mismatches with the underlying assets. To manage these mismatches and to reduce overall interest cost, the company may enter into interest-rate swaps with IBM to convert specific fixed-rate debt issuances into variable-rate debt (i.e., fair value hedges) and to convert variable-rate debt issuances into fixed-rate debt (i.e., cash flow hedges). At March 31, 2019 and December 31, 2018, the total notional amount of the company's interest rate swap contracts with IBM was $3,350 million at both periods. The weighted average remaining maturity of these instruments at March 31, 2019 and December 31, 2018, was approximately 2.2 years and 2.4 years, respectively. These interest rate contracts were accounted for as fair value hedges. The company did not have any cash flow hedges relating to this program outstanding at March 31, 2019 and December 31, 2018.

Foreign Exchange Risk

Long-Term Investments in Foreign Subsidiaries (Net Investment)

The company enters into foreign exchange derivatives with IBM as a hedge of net investment of its foreign subsidiaries to reduce the volatility in member's interest caused by changes in foreign currency exchange rates in the functional currency of major foreign subsidiaries with respect to the U.S. dollar. At March 31, 2019 and December 31, 2018, the total notional amount of derivative contracts with IBM designated as net investment hedges was $1,356 million and $1,986 million, respectively. The weighted average remaining maturity of these instruments was 0.2 years at both periods.

Foreign Currency Asset/Liability Management

The company enters into foreign exchange derivative contracts to manage foreign currency exposures associated with the company’s funding from IBM and third parties. These derivatives are not designated as hedges for accounting purposes. However, these derivatives represent economic hedges which provide an economic offset to the underlying foreign currency exposure. The terms of these derivative contracts are generally less than one year. The gains and losses recognized on economic hedges are recorded in other (income) and expense in the Consolidated Statement of Earnings, and the associated cash flows are included in other investing activities-net, in the Consolidated Statement of Cash Flows.

There were no foreign exchange derivative contracts with third parties outstanding at March 31, 2019 and December  31, 2018.

The following tables provide a quantitative summary of the derivative instrument-related risk management activity at March 31, 2019 and December 31, 2018, as well as for the three months ended March 31, 2019 and 2018, respectively.

1314


 

Table of Contents

 

Notes to Consolidated Financial Statements — (continued)

 

Fair Values of Derivative Instruments in the Consolidated Statement of Financial Position

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value of Derivative Assets

 

Fair Value of Derivative Liabilities

 

 

Balance Sheet

 

 

 

 

 

 

 

Balance Sheet

 

 

 

 

 

 

(Dollars in millions) 

    

Classification

    

3/31/2019

    

12/31/2018

    

Classification

    

3/31/2019

    

12/31/2018

Designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate contracts with IBM

 

Other assets

 

$

11

 

$

10

 

Other liabilities

 

$

23

 

$

27

Foreign exchange contracts with IBM

 

Other assets

 

 

10

 

 

 9

 

Other liabilities

 

 

 1

 

 

11

 

 

Fair value of derivative assets

 

$

21

 

$

18

 

Fair value of derivative liabilities

 

$

23

 

$

37

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange contracts

 

Other assets

 

 

 —

 

 

 —

 

Other liabilities

 

 

 —

 

 

 —

 

 

Fair value of derivative assets

 

$

 —

 

$

 —

 

Fair value of derivative liabilities

 

$

 —

 

$

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

$

21

 

$

18

 

 

 

$

23

 

$

37

 

As of March 31, 2019 and December 31, 2018, the following amounts were recorded in the Consolidated Statement of Financial Position related to cumulative basis adjustments for fair value hedges:

 

 

 

 

 

 

 

 

 

At March 31, 

 

At December 31, 

(Dollars in millions)

 

2019

 

2018

Debt:

 

 

 

 

 

 

Carrying amount of the hedged item

 

$

(3,335)

 

$

(3,310)

Cumulative hedging adjustments included in the carrying amount - assets/(liabilities)

 

 

 9

 

 

34

 

1415


 

Table of Contents

 

Notes to Consolidated Financial Statements — (continued)

 

The Effect of Derivative Instruments in the Consolidated Statement of Earnings

The total amounts of income and expense line items presented in the Consolidated Statement of Earnings in which the effects of fair value hedges, net investment hedges and derivatives not designated as hedging instruments are recorded and the total effect of hedge activity on these income and expense line items, are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains/(Losses) of

(Dollars in millions)

 

Total

 

Total Hedge Activity 

For the three months ended March 31:

    

2019

    

2018

 

2019

    

2018

Financing cost

 

$

160

 

$

102

 

$

 4

 

$

 9

Other (income) and expense

 

 

(18)

 

 

 1

 

 

 —

 

 

 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain/(Loss) Recognized in Earnings

 

 

Consolidated

 

Recognized on

 

Attributable to Risk

(Dollars in millions)

 

Statement of

 

Derivatives

 

Being Hedged (2)

For the three months ended March 31:

    

Earnings Line Item

    

2019

    

2018

    

2019

    

2018

Derivative instruments in fair value hedges (1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate contracts with IBM

 

Financing cost

 

$

20

 

$

(21)

 

$

(25)

 

$

23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative instruments not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange contracts

 

Other (income) and expense

 

 

 —

 

 

 1

 

 

N/A

 

 

N/A

Total 

 

 

 

$

20

 

$

(20)

 

$

(25)

 

$

23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain/(Loss) Recognized in Earnings and Other Comprehensive Income

 

 

 

 

 

 

 

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statement of

 

Reclassified

 

Amounts Excluded from

(Dollars in millions)

 

Recognized in OCI

 

Earnings

 

from AOCI

 

Effectiveness Testing (3)

For the three months ended March 31:

    

2019

    

2018

    

Line Item

    

2019

    

2018

    

2019

    

2018

Derivative instruments in net investment hedges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange contracts with IBM

 

$

(10)

 

$

(43)

 

Financing cost

 

$

 

$

 

$

10

 

$

 7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

(10)

 

$

(43)

 

 

 

$

 —

 

$

 —

 

$

10

 

$

 7


(1)

The amount includes changes in clean fair values of the derivative instruments in fair value hedging relationships and the periodic accrual for coupon payments required under these derivative contracts.

(2)

The amount includes basis adjustments to the carrying value of the hedged item recorded during the period.

(3)

The company's policy is to recognize all fair value changes in amounts excluded from effectiveness testing in net income each period.

N/A - Not Applicable

 

For the three months ending March 31, 2019 and 2018, there were no material gains or losses excluded from the assessment of hedge effectiveness (for fair value hedges); nor are there any anticipated in the normal course of business.

1516


 

Table of Contents

 

Notes to Consolidated Financial Statements — (continued)

 

4. Leases:

Accounting for leases as a lessee

 

IBM Credit’s global operations are primarily conducted in IBM leased or owned facilities, whereby IBM charges the company for occupancy expenses based on square footage space usage, with no fixed term commitment. As such, these arrangements do not represent leases and the company did not record any ROU assets or associated lease liabilities in the Consolidated Statement of Financial Position at January 1, 2019. For additional information, see Note 9, “Relationship with IBM and Related Party Transactions.” The company has no other material lease arrangements in which it is a lessee.

 

Accounting for leases as lessor

 

The company enters into leases as a means to provide financing to its clients. Assets under lease include new and used IBM equipment and certain original equipment manufacturers’ (OEM) IT products. Equipment generally consists of IBM Z, Power Systems and Storage Systems.

When entering into a contract with its clients, the company determines whether an arrangement contains a lease at its inception. As part of that evaluation, the company considers whether there is an implicitly or explicitly identified asset in the arrangement and whether the client has the right to control that asset.

The company determines whether there is a right to control the use of the asset by assessing the client’s rights to obtain substantially all of the economic benefits from the use of the identified asset and rights to direct the use of the identified asset. The company determines the classification of the lease at the lease commencement date.

 

Lease payments due to IBM Credit are typically fixed and paid in equal installments over the lease term. The majority of the company’s leases do not contain variable payments that are dependent on an index or a rate. Variable lease payments that do not depend on an index or a rate (e.g., property taxes) that are paid directly by the company and are reimbursed by the client, are recorded as finance income, along with the related cost, in the period in which collection of these payments is probable. Payments that are made directly by the client to a third party, including certain property taxes and insurance, are not considered part of variable payments and therefore are not recorded by the company. The company has made a policy election to exclude from consideration in contracts all collections from sales and other similar taxes.

 

The company’s payment terms for leases are typically unconditional. Therefore, while the client could terminate the lease prior to the end of the lease term, the client would be required to pay the remaining lease payments in full. At the end of the lease term, the company allows the client to either return the equipment, purchase the equipment or renew the lease based on mutually agreed upon terms. With respect to a client purchase of leased assets, the lease agreement would include an option to purchase the equipment at either a stated price or at the then-current fair market value of the equipment at the end of the lease.

The following table presents amounts included in the Consolidated Statement of Earnings related to lessor activity:

 

 

 

 

 

(Dollars in millions)

 

 

 

For the three months ended March 31:

    

2019

Financing lease revenue

 

$

55

Operating lease revenue

 

 

78

Variable lease revenue

 

 

11

Total lease revenue

 

$

144

 

1617


 

Table of Contents

 

Notes to Consolidated Financial Statements — (continued)

 

Sales-Type and Direct Financing Leases

 

If a lease is classified as a sales-type or direct financing lease, a net investment in the lease is recorded. For a sales-type lease, the net investment in the lease is measured at commencement date as the sum of the lease receivable and the estimated guaranteed and unguaranteed residual value of the equipment, less unearned income and allowance for credit losses.  At March 31, 2019, the unguaranteed residual value of sales-type and direct financing leases was $472 million. For further information on the company’s investment in leases, including guaranteed and unguaranteed residual values, refer to note 5, “Financing Receivables, Receivables Purchased/Participated from IBM.”

 

IBM Credit enters into lease arrangements for the purpose of generating revenue by providing financing. As a result, any profit or loss at the lease commencement date is presented on a net basis within a single line item on the Consolidated Statement of Earnings. Under a net sales-type lease, eligible IDCs are deferred and recognized over the lease term. Over the term of a sales-type lease, the company recognizes financing revenue on the net investment in the lease and any variable lease payments, which are not included in the net investment in the lease. 

 

For a direct financing lease, the investment in lease is measured similarly to a sales-type lease, however, the net investment in the lease is reduced by any selling profit, which is typically zero. In a direct financing lease, the selling profit and IDCs are deferred at commencement and recognized over the lease term. The company rarely enters into direct financing leases. Prior to the adoption of the new lease guidance, the company’s leases were generally classified as direct financing leases. Due to the changes in the lease classification requirements under the new lease guidance, the company’s leases are generally classified as sales-type leases and presented on a net basis.

The estimated residual value represents the estimated fair value of the equipment under lease at the end of the lease. Estimating residual value is a risk unique to financing activities, and management of this risk is dependent upon the ability to accurately project future equipment values at lease inception. The company has insight into product plans and cycles for the IBM products under lease. The company estimates the future fair value of leased equipment by using historical models, analyzing the current market for new and used equipment and obtaining forward-looking product information such as marketing plans and technology innovations.

The company optimizes the recovery of residual values by extending lease arrangements with existing clients. The company has historically managed residual value risk both through insight into its own product cycles and monitoring of OEM IT product announcements. The company periodically reassesses the realizable value of its lease residual values. Anticipated decreases in specific future residual values that are considered to be other-than-temporary are recognized immediately upon identification and are recorded as an adjustment to the residual value estimate. For sales-type and direct financing leases, this reduction lowers the recorded net investment and is recognized as a loss charged to finance income in the period in which the estimate is changed, as well as an adjustment to unearned income to reduce future-period financing activities. For the three months ended March 31, 2019 and 2018,  impairment of residual values was immaterial.

1718


 

Table of Contents

 

Notes to Consolidated Financial Statements — (continued)

 

The following table provides a maturity analysis of the lease payments due to IBM Credit on sales-type and direct financing leases over the next five years and thereafter, with the exception of 2019, which presents the undiscounted cash flows for the remaining nine months of the year, as well as a reconciliation of the undiscounted cash flows to the financing receivables recognized in the Consolidated Statement of Financial Position at March 31, 2019:

 

 

 

 

 

 

(Dollars in millions)

 

Total

 

2019

 

$

1,691

 

2020

 

 

1,638

 

2021

 

 

1,018

 

2022

 

 

468

 

2023

 

 

103

 

Thereafter

 

 

6

 

Total undiscounted cash flows

 

$

4,923

 

Present value of lease payments (recognized as financing receivables)

 

 

4,536

*

Difference between undiscounted cash flows and discounted cash flows

 

$

387

 


*The present value of the lease payments will not equal the financing receivable balance in the Statement of Financial Position due to certain items, including IDCs, allowance for credit losses and residual value, which are included in the financing receivable balance, but are not included in the future lease payments.

 

Operating Leases

 

Equipment provided to clients under an operating lease is carried at cost within Equipment under Operating Lease in the Consolidated Statement of Financial Position and depreciated over the lease term using the straight-line method, generally ranging from one to six years. The depreciable basis is the original cost of the equipment less the estimated residual value of the equipment at the end of the lease term. At March 31, 2019, the unguaranteed residual value of equipment under operating leases was $106 million.

 

At commencement of an operating lease, IDCs are deferred. As lease payments are made, the company records financing revenue over the lease term. IDCs are amortized over the lease term on the same basis as lease income is recorded. 

 

The following table provides a maturity analysis of the undiscounted lease payments due to IBM Credit on operating leases over the next five years and thereafter, at March 31, 2019, with the exception of 2019, which presents the undiscounted cash flows for the remaining nine months of the year:

 

 

 

 

 

(Dollars in millions)

 

Total

2019

 

$

162

2020

 

 

122

2021

 

 

40

2022

 

 

2

2023

 

 

0

Thereafter

 

 

 —

Total undiscounted cash flows

 

$

327

 

Assets under operating lease are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The impairment test is based on undiscounted cash flows, and, if impaired, the asset is written down to fair value based on either discounted cash flows or appraised values.

 

5.  Financing Receivables, Receivables Purchased/Participated from IBM:

Financing receivables consist of Client Financing leases, loans and installment payment plans to end-user clients as well as loans to IBM for terms up to seven years. Assets financed are primarily IT products and services where IBM and the company have experience. Client Financing arrangements are priced to achieve a market yield. Financing receivables also include Commercial Financing, which generally consists of working capital financing to suppliers, distributors and

1819


 

Table of Contents

 

Notes to Consolidated Financial Statements — (continued)

 

resellers of IBM and OEM IT products and services. Payment terms for working capital financing receivables generally range from 30 to 90 days.

The company purchases interests in certain of IBM’s trade accounts receivable at a discount. These receivables are primarily for IT-related products and services, which are due within 30 days, and IBM performs all servicing under these arrangements. These receivables are included within the Commercial Financing segment. The company also participates in receivables from IBM for certain long-term financing receivables generated from IBM’s Total Solution Offerings in certain countries as well as for certain government and other contracts. These receivables are included in the Client Financing segment. The company carries the credit risk of IBM’s clients for all purchased and participated receivables from IBM.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Client Loans and

 

 

 

 

 

 

Commercial

 

Installment

 

 

(Dollars in millions) 

 

Investment in

 

Financing

 

Payments

 

 

At March 31, 2019:

    

Leases

    

Receivables

    

(Loans)

    

Total

Financing receivables, gross 

 

$

4,923

 

$

9,902

 

$

8,988

 

$

23,814

Unearned income

 

 

(387)

 

 

(33)

 

 

(436)

 

 

(856)

Deferred initial direct costs

 

 

40

 

 

 —

 

 

66

 

 

107

Recorded investment

 

$

4,576

 

$

9,869

 

$

8,619

 

$

23,065

Allowance for credit losses

 

 

(58)

 

 

(15)

 

 

(98)

 

 

(171)

Unguaranteed residual value

 

 

472

 

 

 —

 

 

 —

 

 

472

Guaranteed residual value

 

 

65

 

 

 —

 

 

 —

 

 

65

Total financing receivables, net 

 

$

5,056

 

$

9,854

 

$

8,521

 

$

23,431

 

 

 

 

 

 

 

Purchased and

 

 

Participated

(Dollars in millions)

 

Receivables

At March 31, 2019:

    

From IBM

Short-term purchased receivables from IBM 

 

$

1,434

Allowance for credit losses

 

 

(5)

Total short-term purchased receivables from IBM, net 

 

$

1,430

 

 

 

 

Long-term participated receivables from IBM

 

$

3,908

Allowance for credit losses

 

 

(6)

Total long-term participated receivables from IBM, net 

 

$

3,902

 

 

 

 

Total purchased and participated receivables from IBM, net 

 

$

5,331

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Client Loans and

 

 

 

 

 

 

Commercial

 

Installment

 

 

(Dollars in millions) 

 

Investment in

 

Financing

 

Payments

 

 

At December 31, 2018:

    

Leases

    

Receivables

    

(Loans)

    

Total

Financing receivables, gross

 

$

5,120

 

$

11,422

 

$

9,694

 

$

26,236

Unearned income

 

 

(411)

 

 

(36)

 

 

(453)

 

 

(900)

Deferred initial direct costs

 

 

46

 

 

 —

 

 

73

 

 

119

Recorded investment

 

$

4,755

 

$

11,386

 

$

9,314

 

$

25,455

Allowance for credit losses

 

 

(65)

 

 

(11)

 

 

(98)

 

 

(174)

Unguaranteed residual value

 

 

491

 

 

 —

 

 

 —

 

 

491

Guaranteed residual value

 

 

77

 

 

 —

 

 

 —

 

 

77

Total financing receivables, net 

 

$

5,258

 

$

11,374

 

$

9,216

 

$

25,848

 

1920


 

Table of Contents

 

Notes to Consolidated Financial Statements — (continued)

 

 

 

 

 

 

 

Purchased and

 

 

Participated

(Dollars in millions)

 

Receivables

At December 31, 2018:

    

From IBM

Short-term purchased receivables from IBM

 

$

1,373

Allowance for credit losses

 

 

(4)

Total short-term purchased receivables from IBM, net 

 

$

1,369

 

 

 

 

Long-term participated receivables from IBM

 

$

4,079

Allowance for credit losses

 

 

(14)

Total long-term participated receivables from IBM, net 

 

$

4,065

 

 

 

 

Total purchased and participated receivables from IBM, net 

 

$

5,433

 

The company utilizes certain of its financing receivables as collateral for non-recourse borrowings. Financing receivables pledged as collateral for borrowings were $868 million and $710 million at March 31, 2019 and December 31, 2018, respectively.

The company did not have any financing receivables held for sale as of March 31, 2019 and December 31, 2018.

Financing Receivables by Portfolio Segment

The following tables present Client Financing receivables on a gross basis, excluding the allowance for credit losses and residual value, by portfolio segment and by class, excluding Commercial Financing receivables and other miscellaneous financing receivables at March 31, 2019 and December 31, 2018.  Commercial Financing receivables and purchased receivables from IBM are excluded from the presentation of financing receivables by portfolio segment as they are short term in nature and the current estimated risk of loss and resulting impact to the company’s financing results are not material. The company determines its allowance for credit losses based on three portfolio segments: lease receivables, loan receivables and participated receivables from IBM, and further segments the portfolio into three classes: Americas, Europe/Middle East/Africa (EMEA) and Asia Pacific.

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Notes to Consolidated Financial Statements — (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

    

 

 

    

 

 

    

 

 

    

 

 

At March 31, 2019:

 

Americas

 

EMEA

 

Asia Pacific

 

Total

Recorded investment

 

 

 

 

 

 

 

 

 

 

 

 

Lease receivables

  

$

3,358

  

$

632

  

$

586

  

$

4,576

Loan receivables

  

 

5,674

  

 

2,100

  

 

845

  

 

8,619

Participated receivables from IBM

 

 

652

 

 

1,587

 

 

1,669

 

 

3,908

Ending balance

 

$

9,684

 

$

4,319

 

$

3,100

 

$

17,104

Recorded investment collectively evaluated for impairment

 

$

9,585

 

$

4,294

 

$

3,087

 

$

16,966

Recorded investment individually evaluated for impairment

 

$

99

 

$

25

 

$

13

 

$

138

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for credit losses

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance at January 1, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Lease receivables

  

$

38

  

$

17

  

$

10

  

$

65

Loan receivables

  

 

66

  

 

28

  

 

5

  

 

98

Participated receivables from IBM

  

 

3

  

 

8

  

 

3

  

 

14

Total

 

$

107

 

$

53

 

$

17

 

$

177

Write-offs

  

$

(3)

  

$

(9)

  

$

 —

  

$

(13)

Recoveries

  

 

 —

  

 

0

  

 

0

  

 

 0

Provision

  

 

4

  

 

(5)

  

 

0

  

 

(1)

Foreign currency translation adjustment

  

 

(1)

  

 

 —

  

 

0

  

 

(1)

Other

  

 

 —

  

 

0

  

 

0

  

 

 —

Ending balance at March 31, 2019

 

$

106

 

$

38

 

$

17

 

$

162

Lease receivables

  

$

35

  

$

11

  

$

11

  

$

58

Loan receivables

  

$

70

  

$

24

  

$

4

  

$

98

Participated receivables from IBM

  

$

1

  

$

3

  

$

2

  

$

6

 

 

 

 

 

 

 

 

 

 

 

 

 

Related allowance, collectively evaluated for impairment

 

$

33

 

$

13

 

$

4

 

$

49

Related allowance, individually evaluated for impairment

 

$

74

 

$

25

 

$

13

 

$

112

 

Write-offs of lease and loan receivables were $8 million and $5 million, respectively, for the three months ended March 31, 2019. Provisions for credit losses recorded for lease receivables, loan receivables and participated receivables from IBM were $1 million, $5 million and a reduction of $7 million, respectively, for the three months ended March 31, 2019.

The average recorded investment of impaired leases and loans for Americas, EMEA and Asia Pacific was $98 million, $30 million and $13 million, respectively, for the three months ended March 31, 2019 and $65 million, $39 million and $19 million, respectively, for the three months ended March 31, 2018. Both interest income recognized and interest income recognized on a cash basis on impaired leases and loans were immaterial for the three months ended March 31, 2019 and 2018.

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Notes to Consolidated Financial Statements — (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

    

 

 

    

 

 

    

 

 

    

 

 

At December 31, 2018:

 

Americas

 

EMEA

 

Asia Pacific

 

Total

Recorded investment

 

 

 

 

 

 

 

 

 

 

 

 

Lease receivables

 

$

3,433

  

$

687

  

$

635

  

$

4,755

Loan receivables

 

 

6,167

  

 

2,231

  

 

916

  

 

9,314

Participated receivables from IBM

 

 

735

 

 

1,627

 

 

1,717

 

 

4,079

Ending balance

 

$

10,335

 

$

4,545

 

$

3,268

 

$

18,147

Recorded investment collectively evaluated for impairment

 

$

10,239

 

$

4,505

 

$

3,254

 

$

17,998

Recorded investment individually evaluated for impairment

 

$

96

 

$

39

 

$

13

 

$

149

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for credit losses

 

 

  

 

 

  

 

 

  

 

 

  

Beginning balance at January 1, 2018

 

 

  

 

 

  

 

 

  

 

 

  

Lease receivables

 

$

42

  

$

6

  

$

15

  

$

62

Loan receivables

 

 

57

  

 

34

  

 

4

  

 

96

Participated receivables from IBM

  

 

9

  

 

4

  

 

 2

  

 

14

Total

 

$

107

 

$

43

 

$

21

 

$

172

Write-offs

 

$

(6)

 

$

(1)

  

$

(8)

  

$

(16)

Recoveries

 

 

0

 

 

0

  

 

2

  

 

2

Provision

 

 

11

 

 

13

  

 

3

  

 

27

Foreign currency translation adjustment

 

 

(6)

 

 

(3)

  

 

(1)

  

 

(10)

Other

 

 

1

 

 

1

  

 

1

  

 

2

Ending balance at December 31, 2018

 

$

107

 

$

53

 

$

17

 

$

177

Lease receivables

 

$

38

 

$

17

 

$

10

 

$

65

Loan receivables

 

$

66

 

$

28

 

$

5

 

$

98

Participated receivables from IBM

 

$

3

 

$

8

 

$

3

 

$

14

 

 

 

 

 

 

 

 

 

 

 

 

 

Related allowance, collectively evaluated for impairment

 

$

38

 

$

15

 

$

4

 

$

56

Related allowance, individually evaluated for impairment

 

$

69

 

$

38

 

$

13

 

$

120

 

Write-offs of lease receivables and loan receivables were $13 million and $3 million, respectively, for the year ended December 31, 2018. Provisions for credit losses recorded for lease receivables, loan receivables and participated receivables from IBM were $9 million, $6 million and $12 million, respectively, for the year ended December 31, 2018.  

When determining the allowances, financing receivables are evaluated either on an individual or a collective basis. For individually evaluated receivables, the company determines the expected cash flow for the receivable and calculates an estimate of the potential loss and the probability of loss. For those accounts in which the loss is probable, the company records a specific reserve. The company considers any receivable with an individually evaluated reserve as an impaired receivable. In addition, the company records an unallocated reserve that is determined by applying a reserve rate to its different portfolios, excluding accounts that have been specifically reserved. This general reserve rate is based upon credit rating, probability of default, term, characteristics (lease/loan) and loss history.

Past Due Financing Receivables

The company considers a clients’ financing receivables past due when an installment is aged over 90 days. The following table summarizes the information about the recorded investment in lease and loan receivables and participated receivables from IBM, including recorded investments aged over 90 days and still accruing, billed invoices aged over 90 days and accruing, and recorded investment not accruing.

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Notes to Consolidated Financial Statements — (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recorded

 

Billed

 

Recorded

 

 

Total

 

Recorded

 

Investment

 

Invoices

 

Investment

(Dollars in millions)

 

Recorded

 

Investment

 

> 90 Days and

 

> 90 Days and

 

Not

At March 31, 2019:

    

Investment

    

> 90 Days (1)

    

Accruing (1)

    

Accruing

    

Accruing (2)

Americas

 

$

3,358

 

$

280

 

$

239

 

$

13

 

$

41

EMEA

 

 

632

 

 

38

 

 

22

 

 

 3

 

 

16

Asia Pacific

 

 

586

 

 

14

 

 

 2

 

 

 —

 

 

11

Total lease receivables 

 

$

4,576

 

$

331

 

$

263

 

$

16

 

$

68

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

$

5,674

 

$

193

 

$

128

 

$

22

 

$

64

EMEA

 

 

2,100

 

 

56

 

 

10

 

 

 3

 

 

46

Asia Pacific

 

 

845

 

 

 5

 

 

 2

 

 

 1

 

 

 3

Total loan receivables 

 

$

8,619

 

$

253

 

$

140

 

$

26

 

$

114

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

$

652

 

$

 5

 

$

 5

 

$

 3

 

$

 —

EMEA

 

 

1,587

 

 

 6

 

 

 6

 

 

 2

 

 

 —

Asia Pacific

 

 

1,669

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Total participated receivables from IBM 

 

$

3,908

 

$

11

 

$

11

 

$

 4

 

$

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total 

 

$

17,104

 

$

596

 

$

414

 

$

47

 

$

182


(1)

At a contract level, which includes total billed and unbilled amounts for financing receivables aged greater than 90 days.

(2)

Of the recorded investment not accruing, $138 million is individually evaluated for impairment with a related allowance of $112 million.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recorded

 

Billed

 

Recorded

 

 

Total

 

Recorded

 

Investment

 

Invoices

 

Investment

(Dollars in millions)

 

Recorded

 

Investment

 

> 90 Days and

 

> 90 Days and

 

Not

At December 31, 2018:

    

Investment

    

> 90 Days (1)

    

Accruing (1)

    

Accruing

    

Accruing (2)

Americas

 

$

3,433

 

$

288

 

$

247

 

$

18

 

$

44

EMEA

 

 

687

 

 

24

 

 

 9

 

 

 1

 

 

15

Asia Pacific

 

 

635

 

 

29

 

 

19

 

 

 2

 

 

11

Total lease receivables 

 

$

4,755

 

$

341

 

$

275

 

$

21

 

$

70

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

$

6,167

 

$

217

 

$

161

 

$

22

 

$

61

EMEA

 

 

2,231

 

 

80

 

 

24

 

 

 3

 

 

57

Asia Pacific

 

 

916

 

 

13

 

 

 9

 

 

 1

 

 

 4

Total loan receivables 

 

$

9,314

 

$

310

 

$

194

 

$

25

 

$

122

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

$

735

 

$

11

 

$

11

 

$

 2

 

$

EMEA

 

 

1,627

 

 

 9

 

 

 4

 

 

 1

 

 

 5

Asia Pacific

 

 

1,717

 

 

 —

 

 

 —

 

 

 —

 

 

Total participated receivables from IBM 

 

$

4,079

 

$

20

 

$

15

 

$

 3

 

$

 5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total 

 

$

18,147

 

$

671

 

$

484

 

$

49

 

$

197


(1)

At a contract level, which includes total billed and unbilled amounts for financing receivables aged greater than 90 days.

(2)

Of the recorded investment not accruing, $149 million is individually evaluated for impairment with a related allowance of $120 million.

 

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Credit Quality Indicators

The company’s credit quality indicators, which are based on rating agency data, publicly available information and information provided by clients, as well as other information, are reviewed periodically based on the relative level of risk. The resulting indicators are a numerical rating system that maps to Moody’s Investors Service credit ratings as shown below. The company uses information provided by Moody’s, where available, as one of many inputs in its determination of client credit ratings.

The following tables present the net recorded investment for each class of receivables, by credit quality indicator, at March 31, 2019 and December 31, 2018.  Receivables with a credit quality indicator ranging from Aaa to Baa3 are considered investment grade. All others are considered non-investment grade. In certain circumstances, the company may mitigate credit risk through arrangements with third parties, including credit insurance, financial guarantees, or non-recourse borrowings. The credit quality indicators do not reflect these mitigation actions.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease Receivables

 

Loan Receivables

 

Participated Receivables from IBM

(Dollars in millions)

 

 

 

 

 

 

Asia

 

 

 

 

 

 

 

Asia

 

 

 

 

 

 

 

Asia

At March 31, 2019:

    

Americas

    

EMEA

    

Pacific

    

Americas

    

EMEA

    

Pacific

    

Americas

    

EMEA

    

Pacific

Credit Ratings:

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

Aaa – Aa3

 

$

285

 

$

 9

 

$

45

 

$

673

 

$

49

 

$

102

 

$

380

 

$

72

 

$

68

A1 – A3

 

 

761

 

 

108

 

 

237

 

 

859

 

 

139

 

 

256

 

 

76

 

 

100

 

 

733

Baa1 – Baa3

 

 

933

 

 

122

 

 

118

 

 

1,514

 

 

604

 

 

171

 

 

81

 

 

800

 

 

507

Ba1 – Ba2

 

 

673

 

 

181

 

 

72

 

 

1,412

 

 

595

 

 

208

 

 

48

 

 

532

 

 

295

Ba3 – B1

 

 

430

 

 

128

 

 

60

 

 

562

 

 

401

 

 

56

 

 

59

 

 

66

 

 

36

B2 – B3

 

 

197

 

 

58

 

 

37

 

 

511

 

 

263

 

 

42

 

 

 8

 

 

14

 

 

27

Caa – D

 

 

44

 

 

15

 

 

 6

 

 

75

 

 

26

 

 

 6

 

 

 —

 

 

 —

 

 

 1

Total

 

$

3,323

 

$

621

 

$

575

 

$

5,605

 

$

2,076

 

$

841

 

$

651

 

$

1,584

 

$

1,667

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease Receivables

 

Loan Receivables

 

Participated Receivables from IBM

(Dollars in millions)

 

 

 

 

 

 

 

Asia

 

 

 

 

 

 

 

Asia

 

 

 

 

 

 

 

Asia

At December 31, 2018

    

Americas

    

EMEA

    

Pacific

    

Americas

    

EMEA

    

Pacific

    

Americas

    

EMEA

    

Pacific

Credit Ratings:

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

Aaa – Aa3

 

$

520

 

$

24

 

$

49

 

$

935

 

$

79

 

$

71

 

$

112

 

$

58

 

$

134

A1 – A3

 

 

617

 

 

82

 

 

241

 

 

1,108

 

 

269

 

 

351

 

 

133

 

 

198

 

 

659

Baa1 – Baa3

 

 

807

 

 

214

 

 

169

 

 

1,450

 

 

704

 

 

246

 

 

174

 

 

517

 

 

463

Ba1 – Ba2

 

 

772

 

 

207

 

 

102

 

 

1,387

 

 

681

 

 

149

 

 

167

 

 

500

 

 

280

Ba3 – B1

 

 

391

 

 

90

 

 

36

 

 

703

 

 

297

 

 

52

 

 

84

 

 

218

 

 

99

B2 – B3

 

 

264

 

 

47

 

 

26

 

 

475

 

 

156

 

 

37

 

 

57

 

 

114

 

 

70

Caa – D

 

 

23

 

 

 5

 

 

 3

 

 

42

 

 

17

 

 

 5

 

 

 5

 

 

12

 

 

 9

Total

 

$

3,395

 

$

670

 

$

625

 

$

6,101

 

$

2,204

 

$

912

 

$

733

 

$

1,618

 

$

1,714

 

Troubled Debt Restructurings

The company did not have any significant troubled debt restructurings during the three months ended March 31, 2019 or for the year ended December 31, 2018.

 

6.  Segments:

The company’s operations consist of two business segments: Client Financing and Commercial Financing. The segments represent components of the company for which separate financial information is available that is utilized on a regular basis by the chief operating decision maker in determining how to allocate resources and evaluate performance. The company is organized on the basis of its financing offerings. The company’s reportable segments are business units that offer different financing solutions based upon clients’ needs.

 

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Client Financing provides leases and loan financing to end-user clients, acquires installment payment plans offered to end-user clients by IBM, and acquires participation interests in IBM financing receivables for which the company assumes the IBM client’s credit risk from IBM. End-user clients are primarily IBM clients that elect to finance their acquisition of IBM’s hardware, software, and services, as well as OEM IT hardware, software and services, to meet their total solution requirements. In addition, the company provides loans to IBM, primarily in support of IBM’s Global Technology Services segment’s acquisition of IT assets, which IBM uses in external, revenue-producing services contracts.

 

Commercial Financing provides working capital financing for suppliers, distributors and resellers of IBM and OEM IT products and services. Commercial Financing also purchases interests in certain of IBM’s trade accounts receivable at a discount and assumes the credit risk with IBM’s client.

 

The segment’s expense includes an allocation of interest expense and selling, general and administrative (SG&A) expense by the company to each of its operating segments. Interest expense is allocated based on the average assets in each segment. SG&A expense is allocated based on a measurable financial driver, such as net margin.

 

IBM Credit and its consolidated subsidiaries are reported by the company’s parent, IBM, as part of IBM’s Global Financing segment, which also includes IBM’s remanufacturing and remarketing business.

SEGMENT INFORMATION

 

 

 

 

 

 

 

 

 

 

 

 

 

Client

 

Commercial

 

Total

(Dollars in millions)

    

Financing

    

Financing

    

Segments

For the three months ended March 31, 2019:

 

 

 

 

 

 

 

 

 

Total revenue

 

$

322

 

$

160

 

$

482

Pre-tax income

 

 

117

 

 

76

 

 

193

Depreciation of equipment under operating lease

 

 

45

 

 

 —

 

 

45

Financing cost

 

 

107

 

 

53

 

 

160

Provision for/(benefit from) credit losses

 

 

(1)

 

 

 5

 

 

 4

 

 

 

 

 

 

 

 

 

 

For the three months ended March 31, 2018:

 

 

 

 

 

 

 

 

 

Total revenue

 

$

308

 

$

142

 

$

449

Pre-tax income

 

 

128

 

 

63

 

 

191

Depreciation of equipment under operating lease

 

 

48

 

 

 

 

48

Financing cost

 

 

69

 

 

33

 

 

102

Provision for/(benefit from) credit losses

 

 

10

 

 

(1)

 

 

 9

 

 

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Notes to Consolidated Financial Statements — (continued)

 

7.  Equity Activity:

IBM Credit had no unrealized gains or (losses) on cash flow hedges and gains and losses on available-for-sale securities were immaterial during the periods presented in the following tables:

Reclassifications and Taxes Related to Items of Other Comprehensive Income

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

Before Tax

 

Tax (Expense)/

 

Net of Tax

For the three months ended March 31, 2019:

 

Amount

    

Benefit

    

Amount

Other comprehensive income/(loss):

 

 

 

  

 

 

 

 

 

Foreign currency translation adjustments

  

$

 3

  

$

 3

 

$

 6

Retirement-related benefit plans (1):

  

 

 

 

 

 

 

 

 

Prior service costs/(credits)

 

$

 —

 

$

 —

 

$

 —

Net (losses)/gains arising during the period

 

 

 0

 

 

 0

 

 

 0

Curtailments and settlements

 

 

 —

 

 

 —

 

 

 —

Amortization of prior service (credits)/costs

 

 

 0

 

 

 0

 

 

 0

Amortization of net (gains)/losses

 

 

 0

 

 

 0

 

 

 0

Total retirement-related benefit plans

  

$

 0

 

$

 0

 

$

 0

Other comprehensive income/(loss)

 

$

 3

 

$

 3

 

$

 6


(1)

These AOCI components are included in the computation of net periodic pension cost. (See note 8, "Retirement-Related Benefits," for additional information.)

Reclassifications and Taxes Related to Items of Other Comprehensive Income

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

Before Tax

 

Tax (Expense)/

 

Net of Tax

For the three months ended March 31, 2018:

    

Amount

    

Benefit

    

Amount

Other comprehensive income/(loss):

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

$

70

 

$

11

 

$

81

Retirement-related benefit plans (1):

 

 

 

 

 

 

 

 

 

Net (losses)/gains arising during the period

 

$

 1

 

$

 0

 

$

 1

Curtailments and settlements

 

 

 —

 

 

 —

 

 

 —

Amortization of prior service (credits)/costs

 

 

 0

 

 

 0

 

 

 0

Amortization of net (gains)/losses

 

 

 0

 

 

 0

 

 

 0

Total retirement-related benefit plans

 

$

 1

 

$

 0

 

$

 1

Other comprehensive income/(loss)

 

$

71

 

$

11

 

$

82


(1)

These AOCI components are included in the computation of net periodic pension cost. (See note 8, "Retirement-Related Benefits," for additional information.)

Accumulated Other Comprehensive Income/(Loss) (net of tax)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Change

 

 

 

 

 

Foreign

 

Retirement-

 

Accumulated

 

 

Currency

 

Related

 

Other

 

 

Translation

 

Benefit

 

Comprehensive

(Dollars in millions)

    

Adjustments*

    

Plans

    

Income/(Loss)

January 1, 2019

 

$

(23)

 

$

(10)

 

$

(33)

Other comprehensive income before reclassification

 

 

 6

 

 

 0

 

 

 6

Amount reclassified from accumulated other comprehensive income

 

 

 —

 

 

 0

 

 

 0

Total change for the period

 

 

 6

 

 

 0

 

 

 6

March 31, 2019

 

$

(17)

 

$

(10)

 

$

(27)


*     Foreign currency translation adjustments are presented gross except for any associated hedges which are presented net of tax.

 

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Notes to Consolidated Financial Statements — (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Change

 

 

 

 

 

Foreign

 

Retirement-

 

Accumulated

 

 

Currency

 

Related

 

Other

 

 

Translation

 

Benefit

 

Comprehensive

(Dollars in millions)

    

Adjustments*

    

Plans

    

Income/(Loss)

January 1, 2018

 

$

165

 

$

(7)

 

$

158

Cumulative effect of a change in accounting principle**

 

 

(5)

 

 

 —

 

 

(5)

Other comprehensive income before reclassification

 

 

81

 

 

 0

 

 

81

Amount reclassified from accumulated other comprehensive income

 

 

 —

 

 

 0

 

 

 0

Total change for the period

 

 

81

 

 

 1

 

 

82

March 31, 2018

 

$

241

 

$

(7)

 

$

234


*    Foreign currency translation adjustments are presented gross except for any associated hedges which are presented net of tax.

**  Reflects the adoption of the FASB guidance on stranded tax effects. Refer to note 2, "Accounting Changes."

 

8.  Retirement-Related Benefits:

 

IBM Credit employees are eligible to participate in IBM’s retirement plans. Retirement-related plans are accounted for as multiemployer or multiple-employer plans as required by local regulations.

Multiemployer Plans:

For multiemployer plans, IBM allocates charges to the company based on the number of employees. The charges related to multiemployer plans are recorded in the company’s Consolidated Statement of Earnings. The amounts of expense attributed to the company by IBM for the three months ended March 31, 2019 and 2018 were not material.

Charges from IBM to the company in relation to these plans (including non-pension, post-retirement benefits) are limited to service costs. Contributions and any other types of costs are the responsibility of IBM.

Multiple-Employer Plans:

For multiple-employer plans (mainly in Germany, Spain and Japan), assets and obligations are based on actuarial valuations or allocations and are recorded in the Consolidated Statement of Financial Position.

Any gains or losses recorded to Accumulated Other Comprehensive Income in the three months ended March 31, 2019 and 2018 were not material.

Costs related to multiple-employer plans are recorded in the company’s Consolidated Statement of Earnings. The total costs for multiple-employer plans for the three months ended March 31, 2019 and 2018 were not material.

9.  Relationship with IBM and Related Party Transactions:

IBM Credit is a captive finance company and an indirect, wholly owned subsidiary of IBM. IBM Credit generally conducts its financing activities with IBM on an arm’s-length basis, subject in certain cases, particularly with respect to originations, to commercial factors, including IBM’s relationship with a client. The following is a description of certain material relationships between IBM Credit and IBM, regarding support, operating, borrowing, licensing, service and other arrangements.

Support Agreement

Pursuant to a Support Agreement between IBM and IBM Credit, IBM has agreed to retain, directly or indirectly, beneficial ownership of at least 51 percent of the equity voting interests in the company at all times. IBM has also agreed to cause the company to have a minimum consolidated tangible net worth of at least $50 million on the last day of each

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Notes to Consolidated Financial Statements — (continued)

 

of the company’s fiscal years (with consolidated tangible net worth for purposes of this discussion of the Support Agreement understood to mean (a) the total assets of IBM Credit and its consolidated subsidiaries less (b) the intangible assets and total liabilities of IBM Credit and its consolidated subsidiaries). IBM has also agreed to cause the company to maintain a leverage ratio not to exceed 11 to 1 for each of the company’s fiscal quarters. Leverage ratio for purposes of this discussion of the Support Agreement is understood to mean, for any calendar quarter, IBM Credit’s debt-to-equity ratio as reported in, and calculated in the manner set forth in, IBM Credit’s periodic report covering such fiscal quarter (refer to page 3435 of this Form 10-Q). In the event that the company’s leverage ratio at the end of any fiscal quarter is higher than 11 to 1, then, upon demand by the company, IBM has agreed to make or cause to be made a capital contribution to the company in an amount sufficient to cause the company’s leverage ratio to not exceed 11 to 1. The Support Agreement is not a guarantee by IBM of any indebtedness, other obligation, or liability of any kind of IBM Credit.

Operating Relationship

The company originates financing with end-user clients, which are primarily IBM customers that elect to finance their acquisition of IBM’s hardware, software, and services.

The company participates in receivables from IBM for certain long-term financing receivables generated from IBM’s Total Solution Offerings in certain countries as well as for certain government and other contracts. The company carries the credit risk of IBM’s clients for all participated receivables from IBM. These receivables earned interest income of $50 million in the three months ended March 31, 2019, an increase of $1 million as compared to the same period in 2018. The interest income is included in the Consolidated Statement of Earnings as financing revenue. For additional information, see note 5, “Financing Receivables, Receivables Purchased/Participated from IBM.”

The company purchases interests in certain of IBM’s trade accounts receivable at a discount and assumes the associated credit risk of IBM’s client. For the three months ended March 31, 2019, finance income earned from these receivables was $15 million, an increase of $2 million as compared to the same period in 2018. The finance income is included in financing revenue in the Consolidated Statement of Earnings. Effective in the second quarter of 2019, IBM and the company have suspended the program under which IBM Credit LLC purchases interests in IBM's trade accounts receivable. For additional information, see note 5, “Financing Receivables, Receivables Purchased/Participated from IBM.”

In certain countries, the company provides loans to IBM, primarily in support of IBM’s Global Technology Services segment’s acquisition of IT assets, which it uses in external, revenue-producing services contracts. This financing is included in the Consolidated Statement of Financial Position as financing receivables from IBM. For the three months ended March 31, 2019, the interest income earned from these receivables was $44 million, an increase of $5 million as compared to the same period in 2018. Interest income is included in financing revenue in the Consolidated Statement of Earnings. The amount of such financings outstanding was $3,869 million at March 31, 2019 and $3,609 million at December 31, 2018.

The amount of other receivables from IBM of $301 million and $2,019 million at March 31, 2019 and December 31, 2018, respectively, primarily relate to the investment of a portion of the company's excess cash in short-term interest bearing accounts with IBM, which can be withdrawn upon demand. The company's investment of excess cash with IBM was $282 million at March 31, 2019 and $2,014 million at December 31, 2018.  The decline in the first quarter of 2019 was driven by the company’s decision to utilize its excess cash to retire a portion of its debt with IBM. The investment of excess cash with IBM is presented in other receivables from IBM in the Consolidated Statement of Financial Position and in the investing section of the Consolidated Statement of Cash Flows. Interest income earned from these investments was $8 million and $6 million in the three months ended March 31, 2019 and 2018, respectively. The interest income is included in financing revenue in the Consolidated Statement of Earnings.

In addition, the company provides financing at market rates to suppliers, distributors and resellers of IBM products and services, a portion of which is supplemented by financing incentives from IBM to cover an interest free period. Fee income earned from these financing incentives under these arrangements for the three months ended March 31, 2019 was $49 million, an increase of $2 million as compared to the same period in 2018. These fees are included in financing

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Notes to Consolidated Financial Statements — (continued)

 

revenue in the Consolidated Statement of Earnings and are deferred and recognized over the term of the financing arrangement.

Borrowing Relationship

The company has a credit facility with IBM that allows the company to obtain short-term and long-term funding. These loans are included in the Consolidated Statement of Financial Position as debt payable to IBM. Interest expense incurred on loans from IBM was $74 million and $57 million for the three months ended March 31, 2019 and 2018, respectively. Interest expense is included in financing cost in the Consolidated Statement of Earnings. For additional information on short-term and long-term funding, see note 11, “Borrowings.”

Services and Other Arrangements

The company sources a number of services from IBM, including functional support for collection administration, treasury, accounting, legal, tax, human resources, marketing and IT. In certain instances, IBM acts as IBM Credit’s billing and collection agent and forwards the financing payments to IBM Credit. The company also has the right to use certain IBM intangible assets in its business. In addition, the company conducts its global operations primarily from IBM leased or IBM owned facilities. For these support services and occupancy expenses, IBM charged the company $48 million and $52 million in the three months ended March 31, 2019 and 2018, respectively.

The company participates in the various IBM stock-based compensation plans, including awards of Restricted Stock Units and Performance Share Units. In addition, the company participates in certain multiemployer retirement-related plans that are sponsored by IBM. Amounts charged by IBM to the company related to stock-based compensation and multiemployer retirement-related plans expense during the periods reported were not material.

Expenses related to the services discussed above are included in selling, general and administrative expense in the Consolidated Statement of Earnings. These expenses may not be indicative of the expenses that IBM Credit will incur in the future, or would have incurred if the company had obtained these services from a third party.

The outstanding amount of accounts payable to IBM of $950 million at March 31, 2019, and $3,044 million at December 31, 2018, primarily relate to unsettled purchases of equipment or receivables/loans (for software and services) from IBM. This payable account is non-interest bearing, short term in nature and is expected to be settled in the normal course of business.

The company sells equipment returned from lease to IBM at cost, which approximates fair value. In addition, IBM may migrate a client to new technology. In the event this migration results in an early termination of a lease, IBM will purchase the returned equipment at a pre-negotiated price, which is a function of the discounted value of the scheduled future lease payments and the residual value. The company's net profit from sales of returned equipment to IBM was $2 million and $8 million for the three months ended March 31, 2019 and 2018, respectively. These sales are recorded net in other (income) and expense in the Consolidated Statement of Earnings.

Tax Sharing Agreement

The company’s U.S. federal and certain state and foreign operations are included in various IBM consolidated tax returns; and, in such cases, IBM makes payments to tax authorities on the company’s behalf. IBM and the company maintain a Tax Sharing Agreement for any operations included in an IBM consolidated tax return, pursuant to which IBM charges the company for any taxes owed and reimburses the company for any tax attributes generated. Such charges or reimbursements are based upon a calculation of the company’s relevant pro forma stand-alone tax return.

In the first quarter of 2019, the company reported a provision for income taxes of $150 million and an effective tax rate of 77.5 percent, compared to a provision of $42 million and an effective tax rate of 22.0 percent in the first quarter of 2018. The change in the effective tax rate was primarily attributable to an additional tax expense of $116 million related to guidance issued by the U.S. Treasury in January 2019 regarding U.S. tax reform repatriation tax. In accordance with

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Notes to Consolidated Financial Statements — (continued)

 

the previously executed Tax Sharing Agreement between IBM and the company, $64 million of the resulting liability was settled through a non-cash contribution to member’s interest. This contribution is included in the Consolidated Statement of Changes in Member’s Interest as Contributions from IBM.

10.  Divestiture:

In the fourth quarter of 2018, IBM entered into a definitive agreement to sell certain commercial financing capabilities and assign a number of its commercial financing contracts, excluding related receivables which will be collected as they become due in the normal course of business. The transaction closed in the first quarter of 2019 and resulted in a pre-tax gain of $16 million. The cash proceeds from the divestiture of $20 million are expected to be remitted to the company by IBM in the second quarter of 2019.

11.  Borrowings:

The company may, at times, pledge financing receivables as collateral for non-recourse short-term and long-term borrowings. The amount of these secured borrowings is reflected in the following short-term and long-term debt tables below.

Short-Term Debt

 

 

 

 

 

 

 

 

 

 

Balance

 

Balance

 

(Dollars in millions)

    

3/31/2019

    

12/31/2018

 

Commercial paper

 

$

2,494

 

$

2,995

 

Short-term loans

 

 

22

 

 

17

 

Secured borrowings

 

 

28

 

 

23

 

Debt

 

$

2,543

 

$

3,035

 

Debt payable to IBM

 

 

8,605

 

 

10,223

 

Total

 

$

11,148

 

$

13,258

 

 

IBM Credit maintains a commercial paper program under which the company is permitted to issue unsecured commercial paper notes from time to time, up to a maximum aggregate amount outstanding at any one time of $5 billion. The proceeds of the commercial paper can be used for general corporate purposes, including, among other items, the repayment of indebtedness and other short-term liquidity needs. The maturity of the commercial paper notes issued can vary but may not exceed 364 days from the date of issuance. The notes are sold under customary terms in the commercial paper marketplace, and can be issued either at a discount from par, or at par, and bear interest rates as agreed upon under the terms and conditions of the agreements between the company and each commercial paper dealer.

The weighted-average interest rate for commercial paper was 2.5 percent at March 31, 2019 and December 31, 2018.

The weighted-average interest rate for short-term loans was 7.2 percent and 4.3 percent at March 31, 2019 and December 31, 2018, respectively, and relates primarily to borrowings in Latin America in 2019 and in Asia Pacific in 2018.

The weighted-average interest rate for secured borrowings was 6.8 percent and 6.9 percent at March 31, 2019 and December 31, 2018, respectively. Short-term financing receivables pledged as collateral for short-term secured borrowings were $28 million at March 31, 2019 and $23 million at December 31, 2018.

The weighted-average interest rate for debt payable to IBM was 1.3 percent and 1.6 percent at March 31, 2019 and December 31, 2018, respectively.

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Table of Contents

 

Notes to Consolidated Financial Statements — (continued)

 

Long-Term Debt

 

 

 

 

 

 

 

 

 

 

    

 

    

Balance

    

Balance

(Dollars in millions)

 

Maturities

 

3/31/2019

 

12/31/2018

Long-term notes (weighted-average interest rate at March 31, 2019)

 

 

 

 

 

 

 

 

2.1%

 

2019

 

$

1,400

 

$

1,400

3.3%

 

2020

 

 

1,500

 

 

1,500

2.8%

 

2021

 

 

2,850

 

 

2,850

2.2%

 

2022

 

 

500

 

 

500

3.0%

 

2023

 

 

750

 

 

750

 

 

 

 

$

7,000

 

$

7,000

 

 

 

 

 

 

 

 

 

Long-term loans (6.2% weighted-average interest rate at March 31, 2019)

 

2019-2021

 

 

213

 

 

276

Secured borrowings (5.1% weighted-average interest rate at March 31, 2019)

 

2019-2024

 

 

840

 

 

687

Long-term debt

 

 

 

$

8,053

 

$

7,964

Less: net unamortized discount

 

 

 

 

 2

 

 

 2

Less: net unamortized debt issuance costs

 

 

 

 

 7

 

 

 9

Less: fair value adjustment*

 

 

 

 

 9

 

 

34

Debt

 

 

 

$

8,034

 

$

7,919

Debt payable to IBM (1.4% weighted-average interest rate at March 31, 2019)

 

 

 

 

9,762

 

 

9,357

Total

 

 

 

$

17,796

 

$

17,276


*The portion of the company's fixed-rate debt obligations that is hedged is reflected in the Consolidated Statement of Financial Position as an amount equal to the sum of the debt's carrying value and a fair value adjustment representing changes in the fair value of the hedged debt obligations attributable to movements in benchmark interest rates.

The company utilizes certain of its financing receivables as collateral. Long-term financing receivables pledged as collateral for long-term secured borrowings were $840 million at March 31, 2019 and $687 million at December 31, 2018.

The company has a shelf registration statement in place with the U.S. Securities and Exchange Commission (SEC) allowing it to offer for sale public debt securities. The company issued fixed- and floating-rate debt securities in September 2017 in the aggregate amount of $3,000 million with maturity dates ranging from 2019 to 2022. During 2018, the company issued fixed- and floating-rate debt securities in the aggregate amount of $4,000 million with maturity dates ranging from 2020 to 2023. The net proceeds from the issuance of debt securities are utilized for general corporate purposes. This debt is included in the long-term debt table above.

The company’s indenture governing its debt securities contains significant covenants which obligate the company to promptly pay principal and interest, limit the aggregate amount of liens (other than permitted liens as such term is defined under the indenture) to 15 percent of the company’s consolidated net tangible assets, and restrict the company’s ability to merge or consolidate unless certain conditions are met.

Pre-swap annual contractual obligations of long-term debt and long-term debt payable to IBM outstanding at March 31, 2019 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

2024 and

 

 

 

(Dollars in millions)

    

(Q2-Q4)

    

2020

    

2021

    

2022

    

2023

    

beyond

    

Total

Long-term debt

 

$

1,775

 

$

1,898

 

$

3,063

 

$

560

 

$

757

 

$

 0

 

$

8,053

Debt payable to IBM

 

 

3,235

 

 

3,068

 

 

1,834

 

 

1,188

 

 

335

 

 

102

 

 

9,762

Total

 

$

5,010

 

$

4,966

 

$

4,898

 

$

1,748

 

$

1,092

 

$

102

 

$

17,815

 

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Notes to Consolidated Financial Statements — (continued)

 

Interest on Debt

The company recognized interest expense of $150  million for the three months ended March 31, 2019, of which $74 million was interest expense on debt payable to IBM. The company recognized interest expense of $102 million for the three months ended March 31, 2018, of which $57 million was interest expense on debt payable to IBM.

Lines of Credit

The company has committed lines of credit in some of the geographies which are not significant in the aggregate. Interest rates and other terms of borrowing under these lines of credit vary from country to country, depending on local market conditions.

On July 19, 2018, IBM and the company (the Borrowers) entered into a new $2.5 billion, 364-Day Credit Agreement to replace the maturing $2.5 billion, 364-Day agreement, and also amended their existing $2.5 billion Three-Year Credit Agreement (the Credit Agreements). The amended Three-Year Credit Agreement included a modification of terms to account for the potential discontinuation of LIBOR and to extend the maturity date by one year. The new maturity date for the Three-Year Agreement is July 20, 2021. The facility size remains unchanged. The Credit Agreements permit the Borrowers to borrow up to an aggregate of $5 billion on a revolving basis. Neither Borrower is a guarantor or co-obligor of the other Borrower under the Credit Agreements. Subject to certain conditions stated in the Credit Agreements, the Borrowers may borrow, prepay and re-borrow amounts under the Credit Agreements at any time during the term of the Credit Agreements. Funds borrowed may be used for the general corporate purposes of the Borrowers. Interest rates on borrowings under the Credit Agreements will be based on prevailing market interest rates, as further described in the Credit Agreements. The Credit Agreements contain customary representations and warranties, covenants, events of default, and indemnification provisions. As of March 31, 2019, the company had no borrowings outstanding against the Credit Agreements.

The company’s Credit Agreements each contain significant debt covenants, which obligate the company to promptly pay principal and interest, limit the aggregate amount of secured indebtedness and sale and leaseback transactions to 10 percent of IBM’s consolidated net tangible assets, and restrict the ability of the company or IBM to merge or consolidate with a third party, unless certain conditions are met. The Credit Agreements also include several financial covenants, including that (i) IBM will not permit the consolidated net interest expense ratio, for any period of four consecutive fiscal quarters taken as a single accounting period, to be less than 2.20 to 1.0; (ii) the company will not permit its tangible net worth to be less than $50 million as of the end of the fiscal year and (iii) the company’s leverage ratio cannot be greater than 11 to 1 as of the last day of the fiscal quarter. The Credit Agreements each contain a cross default provision with respect to other defaulted indebtedness of at least $500 million.

The company is in compliance with all of its significant debt covenants, and is obligated to provide periodic certifications to its lenders. The failure to comply with its debt covenants could constitute an event of default. If certain events of default were to occur, the principal and interest on the debt to which any event of default applied would become immediately due and payable. The Borrowers are also restricted from amending, modifying or terminating the Support Agreement in any manner materially adverse to the lenders. For additional information on the Support Agreement , see note 9, “Relationship with IBM and Related Party Transactions.”

12.  Contingencies:

The company is, or may be, involved, either as plaintiff or defendant, in a variety of ongoing claims, demands, suits, investigations, tax matters and proceedings that arise in the ordinary course of its business. Certain of these actions and proceedings are similar to suits filed against other financial institutions and captive finance companies. These may include collection and bankruptcy proceedings related to its leases and loans and proceedings concerning client allegations of wrongful repossession or defamation of credit.

The company reviews claims, suits, investigations and proceedings at least quarterly, and decisions are made with respect to recording or adjusting provisions and disclosing reasonably possible losses or range of losses (individually or in the aggregate). In addition, the company also discloses matters based on its consideration of other matters and

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Notes to Consolidated Financial Statements — (continued)

 

qualitative factors, including the experience of other companies in the industry, and investor, client and employee relations considerations.

In accordance with the relevant accounting guidance, the company records a provision with respect to a claim, suit, investigation or proceeding when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Any recorded liabilities, including any changes to such liabilities for the quarter ended March 31, 2019 were not material to the Consolidated Financial Statements.

Also in accordance with the relevant accounting guidance, the company provides disclosures of matters for which the likelihood of material loss is at least reasonably possible. As of March 31, 2019, there were no matters for which the likelihood of material loss is at least reasonably possible.

13.  Commitments:

The company’s extended lines of credit to third-party entities include unused amounts of $7,635 million and $7,112 million at March 31, 2019 and December 31, 2018, respectively. A portion of these amounts is available to the company’s Commercial Financing clients to support their working capital needs. In addition, the company has committed to provide future financing to its clients in connection with client purchase agreements for approximately $384 million and $495 million at March 31, 2019 and December 31, 2018, respectively.

 

 

 

 

3334


 

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

FOR THE THREE MONTHS ENDED MARCH 31, 2019

 

Financial Results Summary - Three Months Ended March 31:

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

 

 

    

Yr.-to-Yr.

 

 

 

 

 

 

 

 

 

Percent/

 

(Dollars in millions)

 

 

 

 

 

 

 

Margin

 

For the three months ended March 31:

 

2019

 

2018

 

Change

 

Revenue

 

$

482

 

$

449

 

7.4

%

Net margin

 

$

277

 

$

300

 

(7.7)

%

Net margin percentage

 

 

57.4

%  

 

66.8

%  

(9.4)

pts.

Total expense and other (income)

 

$

83

 

$

109

 

(23.5)

%

Income before income taxes

 

$

193

 

$

191

 

1.4

%

Provision for income taxes

 

$

150

 

$

42

 

NM

 

Net income

 

$

43

 

$

149

 

(70.8)

%

Net income margin

 

 

9.0

%  

 

33.1

%  

(24.1)

pts


NM - Not Meaningful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yr.-to-Date

 

 

 

At March 31, 

 

At December 31, 

 

Percent

 

(Dollars in millions)

 

2019

    

2018

    

Change

 

Assets

 

$

35,217

 

$

39,497

 

(10.8)

%

Liabilities

 

$

32,053

 

$

36,076

 

(11.2)

%

Member’s interest

 

$

3,164

 

$

3,420

 

(7.5)

%

 

Debt-to-Equity

 

 

 

 

 

 

 

 

 

At March 31, 

 

At December 31, 

 

 

    

2019

    

2018

 

Debt-to-Equity Ratio *

 

9.1

x

8.9

x


*The debt-to-equity ratio is calculated by dividing the total amount of debt outstanding by the total amount of member’s interest in the company at the end of the reporting period presented.

Return on Equity

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

 

 

 

 

 

 

For the three months ended March 31:

    

2019

    

2018

 

Net income

 

$

43

 

$

149

 

Annualized net income

 

 

174

 

 

595

 

Average equity (1)

 

 

3,292

 

 

3,432

 

Return on equity (2)

 

 

5.3

%  

 

17.3

%


(1)

Average of the ending Member’s interest for the last two quarters

(2)

The company’s return on equity is calculated by dividing annualized net income by the average ending balance of member’s interest for the last two quarters, for the reporting periods presented.

 

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Management Discussion – (continued)

 

Financial Performance Summary — Three Months Ended March 31:

In the first quarter of 2019, the company delivered revenue of $482 million and net income of $43 million compared to revenue of $449 million and net income of $149 million in the same period of 2018. In the first quarter of 2019, return on equity was 5.3 percent, compared to 17.3 percent in the prior year period. 

Total revenue increased $33 million, or 7.4 percent, in the first quarter of 2019 as compared to the same period in 2018, driven by increases in financing revenue of $39 million, or 10.6 percent, partially offset by declines in operating lease revenue of $6 million, or 6.8 percent. The increase in financing revenue was driven by increases in commercial and client financing yields. Yields from any category of assets are the company’s rate of return on these assets and are calculated by dividing income from these assets by the average assets during the period. The decline in operating lease revenue was driven by a decline in the average asset balance when compared to the prior year.

From a segment perspective, Client Financing revenue of $322 million in the first quarter of 2019 increased 4.7 percent as compared to the prior-year period. The increase was driven by higher asset yields in the current year period. Commercial Financing revenue of $160 million in the first quarter of 2019 increased 13.1 percent as compared to the first quarter of 2018. The increase in revenue was driven by increases in average financing assets and increases in yields.

From a geographic perspective, Americas revenue of $281 million in the first quarter increased 14.8 percent when compared to the prior-year period. EMEA revenue of $127 million declined 0.9 percent and Asia Pacific revenue of $74 million declined 2.7% when compared to the first quarter of 2018.

In the first quarter of 2019, net margin, which is calculated as revenue minus financing costs and depreciation of equipment under operating lease, was $277 million, a decrease of 7.7 percent when compared to the same period in 2018. Increased financing costs of $59 million, or 57.7 percent, were offset by increases in revenues and declines in depreciation expense of $2 million, or 5.2 percent, when compared to the same period in the prior year. The increase in financing cost was due to an increase in interest rates when compared to the same period in 2018. The decline in depreciation expense was driven by lower average operating lease asset balances. Net margin percentage of 57.4 percent in the first quarter of 2019 decreased 9.4 points as compared to the net margin percentage in the same period in 2018.

Total expense and other (income) of $83 million in the first quarter of 2019 decreased $26 million, or 23.5 percent, compared to the same period in 2018. The year-to-year decline was driven by an increase in other income and lower provisions for credit losses. 

Pre-tax income of $193 million in the first quarter of 2019 increased 1.4 percent as compared to the first quarter of 2018. The increase in 2019 was primarily driven by increases in other income and lower provisions for credit losses, partially offset by declines in net margin. The pre-tax income margin in the first quarter of 2019 of 40.1 percent decreased on a year-to-year basis by 2.4 points.

The effective tax rate was 77.5 percent in the first quarter of 2019, an increase of 55.5 points compared to the first quarter of 2018. The change in the effective tax rate was driven by discrete tax charges occurring in the first quarter of 2019, primarily attributable to an additional tax expense of $116 million related to guidance issued by the U.S. Treasury in January 2019 regarding U.S. tax reform repatriation tax.

Net income of $43 million decreased $105 million, or 70.8 percent, in the first quarter of 2019 as compared to the same period in 2018. The decline was primarily driven by the increase in the provision for income taxes. In the first quarter of 2019, net income margin was 9.0 percent, a decrease of 24.1 points on a year-to-year basis.

Return on equity was 5.3 percent in the first quarter of 2019, a decrease of 12.1 points when compared to the prior-year period, driven by the decrease in net income.

The company generated $88 million in cash flow from operating activities in the first quarter of 2019, a decrease of $152 million when compared to the first quarter of 2018. Net cash provided by investing activities of $1,572 million in the

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Management Discussion – (continued)

 

first quarter of 2019 increased $2,222 million when compared to the prior-year period, primarily driven by a decrease in the investment of excess cash with IBM. Net cash used for financing activities of $1,910 million in the first quarter of 2019, increased $1,799 million when compared to the first quarter of 2018.

First Quarter in Review

Results of Operations

Segment Details

The following is an analysis of the reportable segment results for the first quarter of 2019  versus the first quarter of 2018. The table below presents each reportable segment’s revenue and net margin results.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yr.-to-Yr.

 

 

 

 

 

 

 

 

 

Percent/

 

(Dollars in millions)

 

 

    

 

    

Margin

 

For the three months ended March 31:

    

2019

    

2018

    

Change

 

Client Financing

 

 

  

 

 

  

 

  

 

Revenue

 

$

322

 

$

308

 

4.7

%

Net margin

 

 

170

 

 

191

 

(11.2)

%

Net margin percentage

 

 

52.7

%  

 

62.2

%  

(9.5)

pts.

Pre-tax income

 

$

117

 

$

128

 

(8.6)

%

Pre-tax margin

 

 

36.3

%  

 

41.5

%  

(5.2)

pts.

Commercial Financing

 

 

 

 

 

  

 

 

 

Revenue

 

$

160

 

$

142

 

13.1

%

Net margin

 

 

107

 

 

109

 

(1.6)

%

Net margin percentage

 

 

67.0

%  

 

76.7

%  

(9.7)

pts.

Pre-tax income

 

$

76

 

$

63

 

21.3

%

Pre-tax margin

 

 

47.7

%  

 

44.6

%  

3.1

pts.

Total Segments

 

 

 

 

 

  

 

 

 

Revenue

 

$

482

 

$

449

 

7.4

%

Net margin

 

 

277

 

 

300

 

(7.7)

%

Net margin percentage

 

 

57.4

%  

 

66.8

%  

(9.4)

pts.

Pre-tax income

 

$

193

 

$

191

 

1.4

%

Pre-tax margin

 

 

40.1

%  

 

42.5

%  

(2.4)

pts.

 

Client Financing

Client Financing revenue of $322 million in the first quarter of 2019 increased $14 million, or 4.7 percent, as compared to the same period in 2018. The improvement was driven by reporting property tax and insurance as cost and the related revenue on a gross basis of $11 million due to the adoption of the new lease standard, along with increases in yields, offset by a lower average financing asset balance and declines in operating lease revenue of $6 million.

Net margin decreased $21 million, or 11.2 percent, as compared to the prior-year period. The decrease was primarily driven by increases in financing cost of $38 million. The increase in financing cost was due to rising interest rates and reporting property tax and insurance as cost and the related revenue on a gross basis, which was partially offset by a lower average debt balance year to year.

Pre-tax income in the first quarter of 2019 decreased $11 million, or 8.6 percent, as compared to the same period in 2018. Declines in net margin and sales of equipment returned from lease were partially offset by lower expense allocations and lower provisions for credit losses when compared to the prior-year period.  

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Management Discussion – (continued)

 

Commercial Financing

Commercial Financing revenue of $160 million in the first quarter of 2019 increased $19 million, or 13.1 percent, when compared to the same period in 2018, driven by increases in yields and higher average financing receivable asset balances.

Net margin in the first quarter of 2019 decreased $2 million, or 1.6 percent when compared to the same period in 2018, with increases in interest expense of $20 million offset by the growth in revenue of $19 million.

Pre-tax income in the first quarter of 2019 increased $13 million, or 21.3 percent, as compared to the same period in 2018, driven by a divestiture gain of $16 million.  For additional information on divestitures, see note 10, “Divestiture,” to the Consolidated Financial Statements.

Geographic Revenue

The following table provides revenue performance by geography:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yr.-to-Yr.

 

(Dollars in millions)

 

 

 

 

 

 

 

Percent

 

For the three months ended March 31:

    

2019

    

2018

    

Change

 

Revenue

 

$

482

 

$

449

 

7.4

%

Geographies

 

 

 

 

 

 

 

 

 

Americas

 

$

281

 

$

245

 

14.8

%

Europe/Middle East/Africa (EMEA)

 

 

127

 

 

128

 

(0.9)

 

Asia Pacific

 

 

74

 

 

76

 

(2.7)

 

 

Total revenue of $482 million increased $33 million, or 7.4 percent, in the first quarter of 2019 compared to the same period in 2018, primarily driven by increased revenue in the Americas.

Americas revenue of $281 million increased $36 million, or 14.8 percent, in the first quarter of 2019 compared to the same period in 2018. Increased financing revenue of $41 million was driven by improvements in commercial financing of $15 million and increases from sales-type lease revenues of $12 million.

EMEA revenue of $127 million decreased $1 million, or 0.9 percent, in the first quarter of 2019 compared to the same period in 2018. Decreases in operating lease revenues and revenues from participated receivables were partially offset by improvements in commercial financing, when compared to the first quarter of 2018.

Asia Pacific revenue of $74 million decreased $2 million, or 2.7 percent, in the first quarter of 2019 when compared to the same period in 2018. The decline was primarily driven by lower revenues from sales-type leases when compared to the same period in the prior year.

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Management Discussion – (continued)

 

Expense

Total Expense and Other (Income)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yr.-to-Yr.

 

 

 

 

 

 

 

 

 

Percent/

 

(Dollars in millions)

 

 

 

 

 

 

 

Margin

 

For the three months ended March 31:

    

2019

    

2018

    

Change

 

Total expense and other (income)

 

 

  

 

 

  

 

  

 

Selling, general and administrative

 

$

97

 

$

98

 

(1.2)

%

Provisions for credit losses

 

 

 4

 

 

 9

 

(57.4)

 

Other (income) and expense

 

 

(18)

 

 

 1

 

NM

 

Total expense and other (income)

 

$

83

 

$

109

 

(23.5)

%

Total expense-to-revenue ratio

 

 

17.3

%  

 

24.3

%  

(7.0)

pts.


NM - Not Meaningful

Total expense and other (income) of $83 million decreased $26 million, or 23.5 percent, in the first quarter of 2019 as compared to the same period in 2018. For additional information regarding total expense and other (income), see the following analyses by category.

Selling, General and Administrative

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yr.-to-Yr.

 

(Dollars in millions)

 

 

 

 

 

 

 

Percent

 

For the three months ended March 31:

    

2019

    

2018

    

Change

 

Selling, general and administrative expense:

 

 

  

 

 

  

 

  

 

Selling, general and administrative - other

 

$

46

 

$

43

 

6.3

%

Contracted services

 

 

 3

 

 

 4

 

(1.7)

 

Functional support services and other related party expenses

 

 

48

 

 

52

 

(7.5)

 

Total selling, general and administrative expense

 

$

97

 

$

98

 

(1.2)

%

 

SG&A expense decreased $1 million, or 1.2 percent, in the first quarter of 2019 as compared to the first quarter of 2018. Other SG&A increased $3 million while functional support services and other related party expenses were lower by $4 million when compared to the prior-year period. For additional information on functional support services, see note 9, “Relationship with IBM and Related Party Transactions,” to the Consolidated Financial Statements.

Provision for Credit Losses

Provisions for credit losses decreased $5 million in the first quarter of 2019 when compared to the first quarter of 2018, due to lower reserve requirements in Latin America and Middle East/Africa, partially offset by higher reserve requirements in North America and China. For additional information on provisions for credit losses, see note 5, “Financing Receivables, Receivables Purchased/Participated from IBM,” to the Consolidated Financial Statements.

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Management Discussion – (continued)

 

Other (Income) and Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yr.-to-Yr.

 

(Dollars in millions)

 

 

 

 

 

 

 

Percent

 

For the three months ended March 31:

    

2019

    

2018

    

Change

 

Other (income) and expense:

 

 

  

 

 

  

 

  

 

Foreign currency transaction (gains)/losses

 

$

 1

 

$

 4

 

(85.0)

%

(Gains)/losses on derivative instruments

 

 

 —

 

 

(1)

 

NM

 

(Gains)/losses on sale of equipment upon lease termination

 

 

(7)

 

 

(16)

 

(54.4)

 

Other expense and (income)

 

 

(11)

 

 

15

 

NM

 

Total other (income) and expense

 

$

(18)

 

$

 1

 

NM

%


NM - Not Meaningful

Other (income) and expense was $18 million of income in the first quarter of 2019, an increase of $19 million when compared to the same period of 2018. The year-to-year improvement was driven by a pre-tax gain of $16 million from divested commercial financing capabilities which was partially offset by lower gains from sales of equipment returned from lease. For additional information on the divestiture, see note 10, “Divestiture,” to the Consolidated Financial Statements.

Taxes

For the three months ended March 31, 2019, the company recorded a provision for income taxes of $150 million and an effective tax rate of 77.5 percent, compared to a provision of $42 million and an effective tax rate of 22.0 percent for the three months ended March 31, 2018. The year-to-year change in the effective tax rate was driven by discrete tax charges occurring in the first quarter of 2019, primarily attributable to an additional tax expense of $116 million related to guidance issued by the U.S. Treasury in January 2019 regarding U.S. tax reform repatriation tax.

 

The company is subject to taxation in the U.S. and various state and foreign jurisdictions. With respect to the company’s U.S. federal and certain state and foreign operations that are included in applicable IBM consolidated tax returns, pursuant to the Tax Sharing Agreement between IBM and the company, any subsequent changes to the company’s income tax liability as a result of valuation allowances and tax examinations are the responsibility of IBM. Therefore, any recognition and subsequent changes in assessment about the sustainability of related tax positions, including interest and penalties, are the responsibility of IBM. As such, there have been no uncertain tax liabilities recorded in the Consolidated Financial Statements for entities that file as part of IBM’s consolidated tax filings as the company bears no risk associated with any subsequent change in the sustainability of uncertain tax positions.

For the company’s separate income tax return filings, the company is generally no longer subject to tax examinations for years prior to 2014. The open years contain matters that could be subject to differing interpretations of applicable tax laws and regulations as it relates to the amount and/or timing of income, deductions and tax credits. Although the outcome of tax audits is always uncertain, the company believes that adequate amounts of tax and interest have been provided for any adjustments that are expected to result for these years.

The amount of unrecognized tax benefits at March 31, 2019 of $10 million increased $5 million from December 31, 2018.

If the company’s provision for income taxes had been prepared using the separate return method without modification for the benefits-for-loss approach, total taxes included in net income reported for the first quarter of 2019 would have been $13 million higher due to a difference in the calculation of the “Global Intangible Low-Taxed Income” provision resulting from U.S. tax reform. For the period ended March 31, 2018, there was no material difference in the total taxes included in net income using the separate return method without modification for the benefits-for-loss approach. For additional information, see note 1, “Basis of Presentation.”

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Management Discussion – (continued)

 

Financial Position Summary

The company’s primary use of funds is to originate financing receivables and operating leases with end-users, suppliers, distributors, resellers and IBM. Financing receivables consist of direct financing leases and loans to end-user clients, purchases of installment payment plans from IBM and working capital financing to suppliers, distributors and resellers. Operating leases are for IBM and OEM IT products. Receivables purchased/participated from IBM include purchased interests in certain of IBM’s trade accounts receivable and IBM receivables that have been participated to IBM Credit. Financing receivables from IBM include loan financing to IBM’s Global Technology Services segment. For additional information relating to financing activities with IBM, see note 9, “Relationship with IBM and Related Party Transactions.”

Total assets of $35,217 million at March 31, 2019 declined $4,280 million (including a decrease of $14 million from currency) as compared to year-end 2018, primarily driven by:

·

A decline in total financing receivables of $2,259 million (including a decrease of $19 million from currency), primarily driven by a decline in Commercial Financing receivables of $1,520 million and a decline in Client Financing loans and installment payment receivables of $897 million. These declines are seasonal, resulting from collections of higher year-end balances, and

·

A decline in other receivables from IBM of $1,718 million, predominantly due to decreased cash invested with IBM of $1,732 million. The decline in the first quarter of 2019 was driven by the company’s decision to utilize its excess cash to retire a portion of its debt with IBM. For additional information relating to other receivables from IBM originating from excess cash invested with IBM, see note 9, “Relationship with IBM and Related Party Transactions.”

At March 31, 2019, substantially all client and commercial financing assets were IT related assets with no direct exposure to consumers. Approximately 55 percent of the total portfolio, excluding financing receivables from IBM and receivables purchased from IBM, was with investment grade clients. This investment grade percentage is based on the credit ratings of the companies in the portfolio. Additionally, the company takes actions to transfer exposure to third parties. On that basis, the investment grade content would increase by 16 points to 71  percent.

Total liabilities of $32,053 million at March 31, 2019 decreased $4,024 million (including a decrease of $56 million from currency), as compared to year-end 2018, primarily driven by:

·

A decline in accounts payable to IBM of $2,094 million and a decline in accounts payable to third-parties of $343 million, both of which were primarily driven by settlement of fourth-quarter 2018 originations, and

·

A decrease in total debt of $1,590 million (including a decrease of $77 million from currency), including a decrease in debt payable to IBM of $1,214 million and a decrease in debt with third parties of $376 million. The decline in the first quarter of 2019 was driven by lower funding requirements associated with financing receivables and the company’s decision to utilize its excess cash to retire a portion of its debt with IBM.

Total member’s interest of $3,164 million at March 31, 2019 decreased $257 million as compared to year-end 2018, primarily driven by:

·

A cash distribution to IBM of $370 million; partially offset by

·

Net income for the first three months of 2019 of $43 million,

·

Foreign currency translation increases of $6 million, and

·

A capital contribution from IBM of $64 million.

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Management Discussion – (continued)

 

Originations of Financing Receivables and Operating Leases

Originations are management’s estimate of the gross additions for Client Financing and Commercial Financing assets. There are no industry standards or requirements governing the reporting of financing asset originations. Management believes that the estimated values of financing asset originations disclosed in the table below provide insight into the potential future cash flows and earnings of the company.

The Client Financing origination values presented below exclude the company’s loans to IBM’s Global Technology Services segment, which are executed under a loan facility and are not considered originations.

Originations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yr.-to-Yr.

 

 

(Dollars in millions)

 

 

 

 

 

 

 

Percent

 

 

For the three months ended March 31:

    

2019

    

2018

    

Change

  

    

Client Financing

 

$

3,018

 

$

3,149

 

(4.2)

%

 

Commercial Financing

 

 

17,391

 

 

17,680

 

(1.6)

%

 

Total originations

 

$

20,409

 

$

20,829

 

(2.0)

%

 

 

In the first quarter of 2019, the company originated $3,018 million of Client Financing receivables as compared to $3,149 million in the first quarter of 2018, mainly driven by stronger lease volumes in the prior year due to client migration to the IBM z14 mainframe.

In the first quarter of 2019, the company originated $17,391 million of Commercial Financing receivables as compared to $17,680 million in the first quarter of 2018, primarily impacted by the strengthening of the dollar in the current year.

Segment Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yr.-to-Date

 

(Dollars in millions)

 

At March 31, 

 

At December 31, 

 

Percent

 

Client Financing

    

2019

    

2018

    

Change

 

Financing receivables, net

 

$

13,577

 

$

14,474

 

(6.2)

%

Equipment under operating leases, net

 

 

345

 

 

386

 

(10.7)

 

Financing receivables from IBM

 

 

3,869

 

 

3,609

 

7.2

 

Receivables purchased/participated from IBM, net

 

 

3,902

 

 

4,065

 

(4.0)

 

Total assets

 

$

21,692

 

$

22,533

 

(3.7)

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yr.-to-Date

 

(Dollars in millions)

 

At March 31, 

 

At December 31, 

 

Percent

 

Commercial Financing

    

2019

    

2018

    

Change

 

Financing receivables, net

 

$

9,854

 

$

11,374

 

(13.4)

%

Receivables purchased from IBM, net

 

 

1,430

 

 

1,369

 

4.4

 

Total assets

 

$

11,284

 

$

12,743

 

(11.5)

%

 

The decrease in Client Financing assets of $841 million at March 31, 2019 as compared to December 31, 2018 was primarily driven by cash collections of financing receivables in excess of new originations, as a result of higher year-end balances.

The decrease in Commercial Financing assets of $1,460 million at March 31, 2019 as compared to December 31, 2018 was driven by cash collections exceeding new originations, primarily due to declines from higher year-end balances.

The company’s receivables portfolio at March 31, 2019 represented the following industry profile: Financial (32 percent), Manufacturing (15 percent),  Government (14 percent), Services (12 percent), Retail (7 percent), Communications (7 percent), Healthcare (7 percent) and Other (6 percent).

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Management Discussion – (continued)

 

The company’s receivables portfolio at December 31, 2018 represented the following industry profile: Financial (33 percent), Government (14 percent), Manufacturing (14 percent), Services (13 percent), Retail (7 percent), Communications (7 percent), Healthcare (6 percent) and Other (6 percent).

The assets of the company were financed with $28,944 million of total debt at March 31, 2019, as compared to $30,534 million at December 31, 2018.

Financing Receivables and Allowances

The following table presents financing receivables excluding residual values, miscellaneous receivables and loan financing to IBM’s Global Technology Services segment which the company considers collectable and without third party risk.

 

 

 

 

 

 

 

 

 

 

At March 31, 

 

At December 31, 

 

(Dollars in millions)

    

2019

    

2018

 

Recorded investment

 

$

28,408

 

$

30,906

 

Specific allowance for credit losses

 

 

117

 

 

121

 

Unallocated allowance for credit losses

 

 

65

 

 

71

 

Total allowance for credit losses

 

 

182

 

 

192

 

Net financing receivables

 

$

28,225

 

$

30,714

 

Allowance for credit losses coverage

 

 

0.6

%

 

0.6

%

 

Roll Forward of Financing Receivables Allowance for Credit Losses

(Dollars in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 1, 2019

    

Additions

    

Write-offs *

    

Other **

    

March 31, 2019

$

192

 

$

 4

 

$

(13)

 

$

(1)

 

$

182


*     Represents reserved receivables that were written off during the period.

**   Represents primarily translation adjustments.

The allowance for credit losses on financing receivables at March 31, 2019 was $182 million, or 0.6 percent of gross financing receivables. At December 31, 2018, the allowance for credit losses on financing receivables was $192 million, or 0.6 percent of gross financing receivables.

Specific reserves were $117 million at March 31, 2019, a decrease of $4 million as compared to year-end 2018, primarily due to write-offs in EMEA, offset with additional reserve requirements in the Americas and China.

Unallocated reserves were $65 million at March 31, 2019, a decrease of $6 million as compared to year-end 2018, with lower unallocated reserve requirements in the Americas and EMEA.

Bad debt expense was $4 million of income for the three months ended March 31, 2019 as compared to $9 million of expense for the same period in 2018. The year-to-year decrease in expense was driven by lower reserve requirements in Latin America and Middle East/Africa, partially offset by higher reserve requirements in North America and China.   

Residual Value

Residual value is a risk of the company’s business, and management of this risk is dependent upon the ability to accurately project future equipment values at lease inception. The company has insight into product plans and cycles for IBM products and closely monitors OEM IT product announcements. Based upon this product information, the company continually monitors projections of future equipment values and compares them with the residual values reflected in the portfolio.

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Management Discussion – (continued)

 

The company optimizes the recovery of residual values by extending lease arrangements with current clients. Assets returned from lease are sold to IBM at cost, which approximates fair value. In addition, IBM may migrate a client to new technology. In the event this migration results in an early lease termination, IBM will purchase the returned equipment from the company at a pre-negotiated price, which is a function of the discounted value of the scheduled future lease payments and the residual value.

The following table presents the recorded amount of unguaranteed residual value for direct financing and operating leases at March 31, 2019 and December 31, 2018. In addition, the table presents the residual value as a percentage of the related original amount financed and a run out of when the unguaranteed residual value assigned to equipment on leases at March 31, 2019 and December 31, 2018, is expected to be returned to the company.

Unguaranteed Residual Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At

 

At

 

Estimated Run Out of March 31, 2019 Balance

 

 

December 31,

 

March 31, 

 

 

 

 

 

 

 

 

 

 

2022 and

(Dollars in millions)

    

2018

    

2019

    

2019

    

2020

    

2021

    

Beyond

Direct financing leases

 

$

491

 

$

472

 

$

85

 

$

99

 

$

141

 

$

146

Operating leases

 

 

114

 

 

106

 

 

44

 

 

36

 

 

22

 

 

 4

Total unguaranteed residual value

 

$

605

 

$

578

 

$

129

 

$

135

 

$

163

 

$

151

Related original amount financed

 

$

10,148

 

$

9,557

 

 

  

 

 

  

 

 

  

 

 

  

Percentage

 

 

6.0

%  

 

6.1

%  

 

  

 

 

  

 

 

  

 

 

  

 

Liquidity and Capital Resources

IBM Credit funds current and future obligations through the generation of cash flows from operations and its access to the short-term and long-term capital markets, as well as the support given by IBM’s overall liquidity position and access to capital markets. The debt used to fund the company’s financing assets as of March 31, 2019 was primarily comprised of loans from IBM.

In the company’s 2018 Form 10‑K filed with the SEC on February 27, 2019, the company included information on its liquidity, including a table presenting the company’s cash flow and liquidity trending for the past four years. The table includes net cash provided by operating activities, cash and cash equivalents and cash invested with IBM. For the three months ended, or as of, as applicable, March 31, 2019, those amounts are $88 million for net cash provided by operating activities, $1,573 million of cash and cash equivalents and $282 million in cash invested with IBM.

In early 2017, the company announced an increase in its target debt-to-equity ratio from 7:1 to 9:1. At March 31, 2019, the debt-to-equity ratio was 9.1 to 1 as compared to 8.9 to 1 at December 31, 2018 and 9.4 to 1 at March 31, 2018.  Refer to page 4647 regarding the company’s debt-to-equity ratio.

In the first quarter of 2019, IBM made a non-cash contribution to the company in the amount of $64 million. During the first quarter of 2019, the company made a  cash distribution to IBM, including a return of profit, of $370 million. The future amount of third-party debt and contributions from and distributions to IBM may vary as the company continues to manage leverage to the targeted debt-to-equity ratio of 9 to 1. The company’s actual debt-to-equity ratio may vary based on several factors, including differences between management’s expectations and actual results of operations.

In 2017, the company established a commercial paper program under which the company is permitted to issue unsecured commercial paper notes from time to time, up to a maximum aggregate amount outstanding at any one time of $5 billion. As of March 31, 2019, there was $2,494 million of commercial paper outstanding.

The company and IBM entered into two committed credit facilities in 2017, a $2.5 billion 364‑Day Credit Agreement and a $2.5 billion Three-Year Credit Agreement. On July 19, 2018, the company and IBM entered into a new $2.5 billion, 364‑Day Credit Agreement to replace the maturing $2.5 billion, 364‑Day Credit Agreement, and also amended their existing $2.5 billion Three-Year Credit Agreement. The amended Three-Year Credit Agreement included a modification of terms to account for the potential discontinuation of LIBOR and to extend the maturity date by one year.

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Management Discussion – (continued)

 

The new maturity date for the Three-Year Credit Agreement is July 20, 2021. The facility size remains unchanged. As of March 31, 2019, the company has no borrowings outstanding against these Credit Agreements.

The major rating agencies’ ratings on the company’s debt securities at March 31, 2019 appear in the table below. The ratings remain unchanged from December 31, 2018. The company does not have “ratings trigger” provisions in its debt covenants or documentation, which would allow the holders to declare an event of default and seek to accelerate payments thereunder in the event of a change in credit rating.

 

 

 

 

 

 

 

 

    

STANDARD

    

MOODY’S

    

 

 

 

AND

 

INVESTORS

 

FITCH

 

 

POOR’S

 

SERVICE

 

RATINGS

Long-term debt

 

A

 

A1

 

A

Commercial paper

 

A-1

 

Prime-1

 

F1

 

In the normal course of business, the company may be exposed to the impact of foreign currency fluctuations and interest rate changes. Although the company seeks to substantially match fund the term, currency and interest rate variability of its debt against its underlying financing assets, risks may arise from a mismatch between assets and the related liabilities used for funding. The company also employs a rigorous process to optimize portfolio risk management. Portfolio risks include credit and residual value risk. For additional information on the management of these risks by the company, see note A, “Significant Accounting Policies” and note D, “Financial Instruments,” to the Consolidated Financial Statements in the company’s 2018 Form 10‑K filed with the SEC on February 27, 2019.

Cash Flow and Liquidity Trends

 

 

 

 

 

 

 

 

(Dollars in millions)

 

 

 

 

 

 

 

For the three months ended March 31:

    

2019

    

2018

 

Net cash provided by operating activities

 

$

88

 

$

240

 

Net cash provided by/(used in) investing activities

 

 

1,572

 

 

(650)

 

Net cash used in financing activities

 

 

(1,910)

 

 

(111)

 

 

 

 

 

 

 

 

 

At March 31:

    

2019

    

2018

 

Cash and cash equivalents

 

$

1,573

 

$

2,170

 

Cash invested with IBM, available on-demand (1)

 

 

282

 

 

1,198

 

Committed credit facilities (2)

 

 

5,000

 

 

5,000

 


(1)

Excess cash is periodically invested in interest bearing, on-demand accounts with IBM and is presented in other receivables from IBM in the Consolidated Statement of Financial Position and the Consolidated Statement of Cash Flows. For additional information, see note 9, “Relationship with IBM and Related Party Transactions,” to the Consolidated Financial Statements.

(2)

The Credit Agreements were entered into and amended on July 19, 2018.

 

Net cash provided by operating activities in the first three months of 2019 decreased by $152 million as compared to the first three months of 2018 driven by higher net cash income tax payments of $150 million.

Net cash provided by investing activities in the first three months of 2019 increased by $2,222 million as compared to the first three months of 2018 driven by the following factors:

·

A decline in the investment of excess cash with IBM of $1,952 million, and

·

Lower net originations of financing receivables of $179 million, and

·

Lower cash payments relating to derivative contracts of $62 million.

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Management Discussion – (continued)

 

Net cash used in financing activities in the first three months of 2019 increased by $1,799 million as compared to the first three months of 2018 driven by the following factors:

·

A decrease in net proceeds on total debt of $1,919 million, offset by

·

A decrease in net cash distributions to IBM of $120 million.

Debt

 

 

 

 

 

 

 

 

 

At March 31, 

 

At December 31, 

(Dollars in millions)

 

2019

 

2018

Short-term debt

 

 

  

 

 

  

Debt

 

$

2,543

 

$

3,035

Debt payable to IBM

 

 

8,605

 

 

10,223

Total short-term debt

 

$

11,148

 

$

13,258

 

 

 

 

 

 

 

Long-term debt

 

 

 

 

 

  

Debt

 

$

8,034

 

$

7,919

Debt payable to IBM

 

 

9,762

 

 

9,357

Total long-term debt

 

$

17,796

 

$

17,276

Total debt

 

$

28,944

 

$

30,534

 

Total debt changes generally correspond with the level of Client Financing and Commercial Financing receivables, the level of cash and cash equivalents, the change in payables to IBM and external parties and the change in net investment from IBM.

Total debt was $28,944 million at March 31, 2019, a decrease of $1,590 million from year-end 2018. Total debt payable to IBM was $18,367 million at March 31, 2019, a decrease of $1,214 million from December 31, 2018. Total third-party debt was $10,577 million at March 31, 2019,  a decrease of $376 million from December 31, 2018. The decrease in total debt during the first three months of 2019 was primarily due to lower funding requirements associated with financing receivables and the company’s decision to utilize its excess cash to retire a portion of its debt with IBM, while continuing to maintain the company’s targeted debt-to-equity ratio of 9 to 1.

The company utilizes certain of its financing receivables as collateral for non-recourse borrowings. Financing receivables pledged as collateral for these borrowings was $868 million at March 31, 2019 and $710 million at December 31, 2018.

The company’s interest rate and foreign currency rate risk management policies and procedures are discussed in note 3, “Financial Instruments.”

Interest on Debt

The company recognized interest expense of $150 million in the three months ended March 31, 2019, of which $74 million was interest expense on debt payable to IBM. The company recognized interest expense of $102 million in the three months ended March 31, 2018, of which $57 million was interest expense on debt payable to IBM.

 

The increase in interest expense in the first three months of 2019 versus the same period in 2018 was driven by an increase in interest rates on both internal and external borrowings. Interest expense is presented in cost of financing in the Consolidated Statement of Earnings.

For additional information on interest expense, see note 11, “Borrowings.”

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Management Discussion – (continued)

 

Debt-to-Equity

The debt-to-equity ratio as reported in the following table is the ratio of total debt to total member’s interest.

 

 

 

 

 

 

 

 

At March 31, 

 

At December 31, 

 

 

    

2019

    

2018

 

Debt-to-Equity Ratio *

 

9.1

x

8.9

x


*The debt-to-equity ratio is calculated by dividing the total amount of debt outstanding by the total amount of member’s interest in the company at the end of the reporting period presented.

The company’s debt-to-equity ratio was 9.1 to 1 at March 31, 2019, as compared to the debt-to-equity ratio of 8.9 to 1 at December 31, 2018. Total member’s interest of $3,164 million declined by $257 million, or 7.5 percent, while debt of $28,944 million decreased $1,590 million, or 5.2 percent. The debt-to-equity ratio may vary based on several factors, including differences between management’s expectations and actual results of operations.

Looking Forward

In 2017, IGF’s legal entity structure was reorganized globally to consolidate Client Financing and Commercial Financing under IBM Credit which drives operational benefits. The company has access to the short-term and long-term debt markets as an issuer in the capital markets and as a borrower from IBM. In 2019, the company issued third-party debt and made distributions to IBM of $370 million, including a return of profit. The company will continue to target a debt-to-equity ratio of 9 to 1. The company’s actual debt-to-equity ratio may vary based on several factors, including differences between management’s expectations and actual results of operations. The future amount of third-party debt and contributions from and distributions to IBM may vary as the company continues to manage leverage to the targeted debt-to-equity ratio. Absent other funding alternatives, a protracted period where the company or IBM could not access the capital markets would likely lead to a slowdown in originations. Financing originations, which determine the asset base of the company’s annuity-like business, are also dependent upon the demand for IT products and services as well as client participation rates.

 

The company’s financial position provides flexibility and funding capacity which enables the company to be well positioned in the current environment. As a captive finance company, the company’s financing assets result primarily from the financing of IBM products and services, but also include OEM IT products and services to meet the total financing requirements of the company’s and IBM’s clients. Substantially all of the company’s financing assets are IT-related, which provide a stable base of business. The company’s financing offerings are competitive and available to clients as a result of factors including the company’s borrowing cost, financing incentive programs and access to the capital markets.

 

In 2019, the company will wind down the portion of its Commercial Financing operations that provides short-term working capital solutions for OEM IT suppliers, distributors and resellers. This wind-down will start in the second quarter and is expected to conclude by the end of the year, as the receivables are collected in the normal course of business. The company’s borrowings will decline at a similar rate, consistent with the targeted 9:1 debt-to-equity ratio. The company had receivables of $8.5 billion as of December 31, 2018 and $8.1 billion as of March 31, 2019 relating to the financing of OEM IT suppliers, distributors, and resellers. The company will continue to provide differentiated end-to-end financing solutions, including commercial financing in support of IBM partner relationships.

 

Effective in the second quarter of 2019, IBM and the company have suspended the program under which IBM Credit LLC purchases interests in IBM's trade accounts receivable. These receivables generated financing income of $42 million in 2018 and $15 million in the first quarter of 2019 and represented an asset balance of $1,369 million and $1,430 million in the Statement of Financial Position as of December 31, 2018 and March 31, 2019 respectively. 

   

IBM Credit has policies in place designed to manage the risks involved in financing, including credit losses, residual values, liquidity, currency and interest rates.

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Management Discussion – (continued)

 

The economy could impact the credit quality of the company’s receivables portfolio and therefore the level of provision for credit losses. IBM Credit will continue to apply rigorous credit policies in both the origination of new business and the evaluation of the existing portfolio and will take risk mitigation actions when necessary.

The company has historically been able to manage residual value risk both through insight into IBM’s product cycles and monitoring of OEM IT product announcements.

Interest rates and the overall economy (including currency fluctuations) will have an effect on both revenue and net margin. Interest rates directly impact the company by increasing or decreasing financing revenue and associated borrowing costs. The company’s interest rate risk management policy, combined with its pricing strategy, should mitigate margin erosion due to changes in interest rates.

The company’s geographically diverse client base, product and client knowledge, and strategy to substantially match fund the term, currency and interest rate variability of its debt to the underlying financing assets should enable prudent management of the business going forward, even during periods of uncertainty with respect to the global economy.

Forward-looking and Cautionary Statements

Except for the historical information and discussions contained herein, statements contained in this Form 10‑Q may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on the company’s current assumptions regarding future business and financial performance. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, including, but not limited to, the following: the company’s financial condition being in large part dependent upon IBM; a downturn in the economic environment; innovations in the technology sector impacting clients’ propensity to enter in financing arrangements; the company’s reliance on partner relationships; client credit risk and an inability to collect receivables in a timely manner, which could impact financial results; changes to residual value, which could affect the profitability of lease transactions; impact of exposure to currency and financing risks and changes in market liquidity conditions; changes in financial regulation, supervision and licensing laws and regulations; changes in local legal, economic, political and health conditions; cybersecurity and data privacy considerations; risks from legal proceedings and investigatory risks; adverse effects from tax matters; impacts of business with government clients; the company’s use of accounting estimates; ineffective internal controls; and other risks, uncertainties and factors discussed in Item 1A, “Risk Factors” in the company’s Annual Report Form 10‑K filed on February 27, 2019 with the SEC or in materials incorporated therein or herein by reference. The company assumes no obligation to update or revise any forward-looking statements.

 

 

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Item 4. Controls and Procedures

The company’s management evaluated, with the participation of the Chairman and President, and the Vice President of Finance, the effectiveness of the company’s disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chairman and President, and the Vice President of Finance have concluded that the company’s disclosure controls and procedures were effective as of the end of the period covered by this report. There has been no change in the company’s internal control over financial reporting that occurred during the quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.

4849


 

Part II. Other Information

Item 1. Legal Proceedings

Refer to note 12, “Contingencies,” on page 3233 of this Form 10‑Q.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Repurchases of Equity Securities

Not applicable.

Item 6. Exhibits

 

 

 

 

4950


 

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

IBM CREDIT LLC

 

(Registrant)

 

 

 

Date:

April 30,May 3, 2019

 

 

 

 

 

 

 

By:

/s/ Adam Wilson

 

 

Adam Wilson

 

 

Vice President, Finance

 

5051