UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTER ENDED ~~MARCH 31,~~JUNE 30, 2020

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)


One North Castle Drive, Armonk, New York		10504
(Address of principal executive offices)		(Zip Code)

914-765-1900

(Registrant’s telephone number)

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

None.

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 ☒

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

Table of Contents

Index

		Page
Part I - Financial Information:

Item 1. Consolidated Financial Statements (Unaudited):

Consolidated Income Statement for the three and six months ended ~~March 31,~~June 30, 2020 and 2019		3

Consolidated Statement of Comprehensive Income for the three and six months ended ~~March 31,~~June 30, 2020 and 2019		4

Consolidated Balance Sheet at ~~March 31,~~June 30, 2020 and December 31, 2019		5

Consolidated Statement of Cash Flows for the ~~three~~six months ended ~~March 31,~~June 30, 2020 and 2019		6

Consolidated Statement of Changes in Member’s Interest for the three and six months ended ~~March 31,~~June 30, 2020 and 2019		7

Notes to Consolidated Financial Statements		89

Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition		3031

Item 4. Controls and Procedures		4449

Part II - Other Information:

Item 1. Legal Proceedings		4549

Item 5. Other Information		49

Item 6. Exhibits		4550

Table of Contents

Part I— Financial Information

Item 1. Consolidated Financial Statements:

IBM CREDIT LLC AND SUBSIDIARY COMPANIES

CONSOLIDATED INCOME STATEMENT

(UNAUDITED)

Three Months Ended March 31,

(Dollars in millions)

2020

2019

Revenue





Financing revenue

$
278

$
404

Operating lease revenue

58

78

Total revenue

$
337

$
482

Financing cost (related party cost of $49 in 2020 and $74 in 2019)

$
105

$
160

Depreciation of equipment under operating lease

31

45

Net margin

$
201

$
277

Expense and other (income)

Selling, general and administrative

$
74

$
97

Provision for credit losses

19

4

Other (income) and expense

(21)

(18)

Total expense and other (income)

$
72

$
83

Income before income taxes

$
128

$
193

Provision for/(benefit from) income taxes

(13)

150

Net income

$
141

$
43


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in millions)	2020		2019		2020		2019
Revenue
Financing revenue	$	225	$	339	$	503	$	743
Operating lease revenue		54		70		112		149
Total revenue	$	279	$	410	$	615	$	892
Financing cost (related party cost for the three and six months: $35 and $84 in 2020, $58 and $131 in 2019)	$	73	$	137	$	178	$	297
Depreciation of equipment under operating lease		28		43		59		88
Net margin	$	177	$	230	$	378	$	507
Expense and other (income)
Selling, general and administrative	$	77	$	97	$	151	$	194
Provision for/(benefit from) credit losses		27		(8)		45		(4)
Other (income) and expense		(31)		5		(51)		(13)
Total expense and other (income)	$	74	$	94	$	145	$	178
Income before income taxes	$	104	$	136	$	232	$	330
Provision for income taxes		15		23		2		173
Net income	$	89	$	113	$	231	$	156

(Amounts may not add due to rounding.)

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

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)

2020

2019

Net income

$
141

$
43

Other comprehensive income/(loss), before tax:

Foreign currency translation

(156)

3

Retirement-related benefit plans (1)

1

0

Other comprehensive income/(loss), before tax

(155)

3

Income tax (expense)/benefit related to items of other comprehensive income

(17)

3

Other comprehensive income/(loss), net of tax

$
(173)

$
6

Total comprehensive income/(loss)

$
(31)

$
49


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in millions)	2020		2019		2020		2019
Net income	$	89	$	113	$	231	$	156
Other comprehensive income/(loss), before tax:
Foreign currency translation		36		16		(120)		20
Retirement-related benefit plans (1)		1		0		2		0
Other comprehensive income/(loss), before tax		37		17		(118)		20
Income tax (expense)/benefit related to items of other comprehensive income		14		2		(3)		5
Other comprehensive income/(loss), net of tax	$	52	$	19	$	(121)	$	25
Total comprehensive income/(loss)	$	141	$	132	$	109	$	181

(1)	Amounts ~~represented~~presented relate to multiple-employer plans.

(Amounts may not add due to rounding.)

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

Table of Contents

Consolidated Financial Statements — (continued)

IBM CREDIT LLC AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEET

(UNAUDITED)

At March 31,

At December 31,

(Dollars in millions)

2020

2019

Assets:





Cash and cash equivalents

$
1,601

$
1,687

Financing receivables

14,638

17,365

(net of allowances of $158 in 2020 and $148 in 2019)

Equipment under operating leases

177

212

(net of accumulated depreciation of $220 in 2020 and $238 in 2019)

Financing receivables from IBM

3,771

3,870

Receivables purchased/participated from IBM

4,258

4,359

(net of allowances of $21 in 2020 and $8 in 2019)

Other receivables from IBM

742

513

Other assets

514

406

Total assets

$
25,700

$
28,412

Liabilities:

Accounts payable

$
142

$
434

Accounts payable to IBM

813

336

Debt

6,709

7,150

Debt payable to IBM

14,727

16,945

Taxes

633

637

Other liabilities

231

224

Total liabilities

$
23,255

$
25,726

Member’s interest:

Member's interest

2,601

2,601

Retained earnings

48

116

Accumulated other comprehensive income/(loss)

(204)

(31)

Total member's interest

$
2,445

$
2,686

Total liabilities and member’s interest

$
25,700

$
28,412


	At June 30,		At December 31,
(Dollars in millions)	2020		2019
Assets:
Cash and cash equivalents	$	1,717	$	1,687
Financing receivables		14,084		17,365
(net of allowances of $182 in 2020 and $148 in 2019)
Equipment under operating leases		154		212
(net of accumulated depreciation of $216 in 2020 and $238 in 2019)
Financing receivables from IBM		3,735		3,870
Receivables purchased/participated from IBM		4,362		4,359
(net of allowances of $22 in 2020 and $8 in 2019)
Other receivables from IBM		792		513
Other assets		544		406
Total assets	$	25,389	$	28,412

Liabilities:
Accounts payable	$	404	$	434
Accounts payable to IBM		931		336
Debt		6,557		7,150
Debt payable to IBM		14,308		16,945
Taxes		600		637
Other liabilities		245		224
Total liabilities	$	23,046	$	25,726
Member’s interest:
Member's interest		2,496		2,601
Retained earnings		—		116
Accumulated other comprehensive income/(loss)		(153)		(31)
Total member's interest	$	2,343	$	2,686
Total liabilities and member’s interest	$	25,389	$	28,412

(Amounts may not add due to rounding.)

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

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)

2020

2019

Cash flows from operating activities:





Net income

$
141

$
43

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

Provision for credit losses

19

4

Depreciation

31

45

Deferred taxes

(42)

(2)

Net (gain)/loss on asset sales and other

(17)

(6)

Change in operating assets and liabilities:

Other assets/other liabilities

(48)

4

Net cash provided by operating activities

$
84

$
88

Cash flows from investing activities:

Originations of financing receivables

$
(2,975)

$
(4,219)

Collection of financing receivables

4,068

4,023

Short-term financing receivables - net (1)

1,444

46

Purchase of equipment under operating leases

(13)

(20)

Proceeds from disposition of equipment under operating lease

17

13

Other receivables from IBM - net

(304)

1,738

Other investing activities - net

119

(10)

Net cash provided by investing activities

$
2,356

$
1,572

Cash flows from financing activities:

Proceeds from issuance of debt from IBM

$
2,424

$
2,545

Principal payments on debt from IBM

(2,641)

(2,388)

Proceeds from issuance of debt

296

300

Principal payments on debt

(389)

(196)

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

(1,711)

(1,299)

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

(315)

(500)

Distributions to IBM

(169)

(370)

Net cash used in financing activities

$
(2,505)

$
(1,910)

Effect of exchange rate changes on cash and cash equivalents

$
(22)

$
(5)

Net change in cash and cash equivalents

$
(86)

$
(255)

Cash and cash equivalents at January 1

1,687

1,828

Cash and cash equivalents at March 31

$
1,601

$
1,573


	Six Months Ended June 30,
(Dollars in millions)	2020		2019
Cash flows from operating activities:
Net income	$	231	$	156
Adjustments to reconcile net income to cash provided by operating activities:
Provision for/(benefit from) credit losses		45		(4)
Depreciation		59		88
Deferred taxes		(49)		27
Net (gain)/loss on asset sales and other		(55)		(44)
Change in operating assets and liabilities:
Other assets/other liabilities		(117)		(198)
Net cash provided by operating activities	$	115	$	26

Cash flows from investing activities:
Originations of financing receivables	$	(5,914)	$	(6,872)
Collection of financing receivables		7,202		7,446
Proceeds from sales of financing receivables		715		—
Short-term financing receivables - net (1)		1,575		4,884
Purchase of equipment under operating leases		(23)		(29)
Proceeds from disposition of equipment under operating lease		38		32
Other receivables from IBM - net		(296)		1,697
Other investing activities - net		42		39
Net cash provided by investing activities	$	3,339	$	7,197

Cash flows from financing activities:
Proceeds from issuance of debt from IBM	$	3,801	$	5,858
Principal payments on debt from IBM		(4,534)		(5,903)
Proceeds from issuance of debt		419		500
Principal payments on debt		(674)		(431)
Short-term borrowings from/(repayments to) IBM - net (1)		(1,723)		(4,914)
Short-term borrowings/(repayments) - net (1)		(293)		(1,486)
Distributions to IBM		(411)		(942)
Net cash used in financing activities	$	(3,415)	$	(7,318)

Effect of exchange rate changes on cash and cash equivalents	$	(9)	$	0
Net change in cash and cash equivalents	$	30	$	(96)

Cash and cash equivalents at January 1		1,687		1,828
Cash and cash equivalents at June 30	$	1,717	$	1,732

(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.)

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, 2020

$
2,601

$
116

$
(31)

$
2,686
Cumulative effect of change in accounting principle (1)

(41)

(41)
Net income plus other comprehensive income/(loss):

Net income

141

141
Other comprehensive income/(loss), net of tax

(173)

(173)
Total comprehensive income/(loss)

$
(31)
Distributions to IBM

(169)

(169)
Member’s Interest, March 31, 2020

$
2,601

$
48

$
(204)

$
2,445


					Accumulated
					Other		Total
	Member's		Retained		Comprehensive		Member’s
(Dollars in millions)	Interest		Earnings		Income/(Loss)		Interest
Member’s Interest, April 1, 2020	$	2,601	$	48	$	(204)	$	2,445
Net income plus other comprehensive income/(loss):
Net income				89				89
Other comprehensive income/(loss), net of tax						52		52
Total comprehensive income/(loss)							$	141
Contributions from IBM		—						—
Distributions to IBM		(105)		(137)				(242)
Member’s Interest, June 30, 2020	$	2,496	$	—	$	(153)	$	2,343

(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, April 1, 2019	$	3,191	$	—	$	(27)	$	3,164
Net income plus other comprehensive income/(loss):
Net income				113				113
Other comprehensive income/(loss), net of tax						19		19
Total comprehensive income/(loss)							$	132
Contributions from IBM		—						—
Distributions to IBM		(459)		(113)				(572)
Member’s Interest, June 30, 2019	$	2,733	$	—	$	(8)	$	2,724

(Amounts may not add due to rounding.)

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

Table of Contents

Consolidated Financial Statements — (continued)

IBM CREDIT LLC AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENT OF CHANGES IN MEMBER'S INTEREST – (CONTINUED)

(UNAUDITED)


					Accumulated
					Other		Total
	Member's		Retained		Comprehensive		Member’s
(Dollars in millions)	Interest		Earnings		Income/(Loss)		Interest
Member’s Interest, January 1, 2020	$	2,601	$	116	$	(31)	$	2,686
Cumulative effect of change in accounting principle (1)				(41)				(41)
Net income plus other comprehensive income/(loss):
Net income				231				231
Other comprehensive income/(loss), net of tax						(121)		(121)
Total comprehensive income/(loss)							$	109
Contributions from IBM		—						—
Distributions to IBM		(105)		(306)				(411)
Member’s Interest, June 30, 2020	$	2,496	$	—	$	(153)	$	2,343

~~(1)~~(1) Reflects the adoption of the FASB guidance on current expected credit losses. Refer to note 2, "Accounting Changes."

(Amounts may not add due to rounding.)

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


						Accumulated									Accumulated
						Other		Total							Other		Total
		Member's		Retained		Comprehensive		Member’s			Member's		Retained		Comprehensive		Member’s
(Dollars in millions)		Interest		Earnings		Income/(Loss)		Interest			Interest		Earnings		Income/(Loss)		Interest
Member’s Interest, January 1, 2019		$	3,216	$	238	$	(33)	$	3,420		$	3,216	$	238	$	(33)	$	3,420
Net income plus other comprehensive income/(loss):
Net income					43				43					156				156
Other comprehensive income/(loss), net of tax							6		6							25		25
Total comprehensive income/(loss)	Total comprehensive income/(loss)							$	49	Total comprehensive income/(loss)							$	181
Contributions from IBM (1)			64						64			64						64
Distributions to IBM			(88)		(282)				(370)			(547)		(395)				(942)
Member’s Interest, March 31, 2019		$	3,191	$	—	$	(27)	$	3,164
Member’s Interest, June 30, 2019											$	2,733	$	—	$	(8)	$	2,724

(1) In accordance with the previously executed Tax Sharing Agreement, $64 million was settled through a non-cash contribution. Refer to note 14, "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.)

Table of Contents

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 Balance Sheet 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 Balance Sheet. 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 Balance Sheet.

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 are 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.

The amount of restricted cash included in the Consolidated Balance Sheet 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 company’s 2019 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.

Table of Contents

Notes to Consolidated Financial Statements — (continued)

2. Accounting Changes:

New Standards to be Implemented

Any current pending standards to be implemented are either not applicable or not material to the company.

Standards Implemented

Reference Rate Reform

Standard/Description–Issuance date: March 2020. This guidance provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions that reference London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued, subject to meeting certain criteria.

Effective Date and Adoption Considerations–The guidance is effective as of March 12, 2020 through December 31, 2022.

Effect on Financial Statements or Other Significant Matters–The company made a policy election in the first quarter of 2020 to adopt the practical expedient which allows for the continuation of fair value hedge accounting for interest rate derivative contracts upon the transition from LIBOR to Secured Overnight Financing Rate (SOFR) or another reference rate alternative, without any impact to the Consolidated Income Statement. ~~However, it is still uncertain when the transition from LIBOR to another reference rate will occur or whether SOFR will become the accepted market alternative to LIBOR.~~ The company is continuing to evaluate the potential impact of the replacement of the LIBOR benchmark on its interest rate risk management activities.

Financial Instruments-Credit Losses

Standard/Description–Issuance date: June 2016, with amendments in 2018, 2019 and 2020. This changes the guidance for credit losses based on an expected loss model rather than an incurred loss model. It 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. It also expands the scope of financial instruments subject to impairment, including off-balance sheet commitments and residual value.

Effective Date and Adoption Considerations–The guidance was effective January 1, 2020, with one-year early adoption permitted. The company adopted the guidance as of the effective date using the transition ~~option~~methodology whereby prior comparative periods were not retrospectively presented in the Consolidated Financial Statements.

Effect on Financial Statements or Other Significant Matters–At January 1, 2020, an increase in the allowance for credit losses of $56 million was recorded for financing receivables (inclusive of its related off-balance sheet commitments). Additionally, net deferred taxes were reduced by $16 million in the Consolidated Balance Sheet, resulting in a cumulative-effect net decrease to retained earnings of $41 million. Refer to note 6, “Financing Receivables, Receivables Purchased/Participated from IBM,” and note 9, “Commitments,” for additional information.

3. Segments:

The company’s operations consist of 2 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.

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 Original Equipment Manufacturer (OEM) IT hardware, software and services, to meet their total solution requirements. In addition, the company provides loans to IBM,

910

Table of Contents

Notes to Consolidated Financial Statements — (continued)

acquisition of IBM’s hardware, software, and services, as well as Original Equipment Manufacturer (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. The ~~decline in revenue in the first quarter of 2020 primarily~~segment’s performance reflects the wind down of ~~the company’s~~ OEM IT Commercial Financing operations which began in the second quarter of 2019.

The segment’s ~~expense~~pre-tax income 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		Client		Commercial		Total
(Dollars in millions)	Financing		Financing		Segments		Financing		Financing		Segments
For the three months ended March 31, 2020:
Total revenue	$	279	$	58	$	337
Pre-tax income		95		33		128
Depreciation of equipment under operating lease		31		—		31
Interest expense		82		13		94
Provision for credit losses		18		1		19

For the three months ended March 31, 2019:
For the three months ended June 30, 2020:
Total revenue	$	322	$	160	$	482	$	244	$	35	$	279
Pre-tax income		117		76		193		86		18		104
Depreciation of equipment under operating lease		45		—		45		28		—		28
Interest expense		97		53		150		63		9		72
Provision for/(benefit from) credit losses		(1)		5		4		27		(1)		27

For the three months ended June 30, 2019:
Total revenue							$	292	$	118	$	410
Pre-tax income								96		40		136
Depreciation of equipment under operating lease								43		—		43
Interest expense								96		39		135
Provision for/(benefit from) credit losses								(5)		(3)		(8)

(Amounts may not add due to rounding.)

SEGMENT INFORMATION


	Client		Commercial		Total
(Dollars in millions)	Financing		Financing		Segments
For the six months ended June 30, 2020:
Total revenue	$	522	$	93	$	615
Pre-tax income		182		50		232
Depreciation of equipment under operating lease		59		—		59
Interest expense		145		21		166
Provision for/(benefit from) credit losses		45		0		45

For the six months ended June 30, 2019:
Total revenue	$	614	$	278	$	892
Pre-tax income		213		116		330
Depreciation of equipment under operating lease		88		—		88
Interest expense		193		92		285
Provision for/(benefit from) credit losses		(6)		2		(4)

(Amounts may not add due to rounding.)

Table of Contents

Notes to Consolidated Financial Statements — (continued)

4. Divestiture:

In the first quarter of 2019, IBM sold certain commercial financing capabilities and assigned a number of its commercial financing contracts, excluding related receivables which were collected as they became due in the normal course of business, to a third party and recorded a pre-tax gain of $16 million.

5. Financial Assets and Liabilities:

Fair Value Measurements

Fair value is defined 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. The company classifies 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

~~Table of Contents~~

~~Notes to Consolidated Financial Statements — (continued)~~

●

Level 3—Unobservable inputs for the asset or liability.

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.

The company ~~may hold~~holds investments in time deposits and certificates of deposit ~~U.S. government and agency debt, and corporate debt securities~~ that are designated as available-for-sale. The primary objective of the company’s cash and debt investment portfolio is to maintain principal by investing in ~~short-term~~very liquid and highly ~~liquid securities with a credit rating of~~rated investment grade ~~Aa2 or higher.~~

securities.

Available-for-sale securities are measured for impairment on a recurring basis by comparing the security’s fair value with its amortized cost basis. Effective January 1, 2020 with the adoption of the new standard on credit losses, if the fair value of the security falls below its amortized cost basis, the change in fair value is recognized in the period the impairment is identified when the loss is due to credit factors. The change in fair value due to non-credit factors is recorded in other comprehensive income when the company does not intend to sell and has the ability to hold the investment. The company’s standard practice is to hold all of its debt security investments classified as available-for-sale until maturity. ~~NaN impairment~~There were 0 impairments for credit losses ~~and no~~or non-credit ~~impairment was recorded~~impairments for the three and six months ended March 31, 2020. Prior to the adoption of the new standard, available-for-sale securities were measured for impairment using an other-than-temporary impairment model. NaN impairment was recorded for the three months ended March 31, 2019.

1112

Table of Contents

Notes to Consolidated Financial Statements — (continued)

June 30, 2020. Prior to the adoption of the new standard, available-for-sale securities were measured for impairment using an other-than-temporary impairment model. NaN impairment was recorded for the three and six months ended June 30, 2019.

The following table presents the company’s financial assets and financial liabilities that are measured at fair value on a recurring basis at ~~March 31,~~June 30, 2020 and December 31, 2019.



	Fair Value									Fair Value
	Hierarchy	At March 31, 2020				At December 31, 2019				Hierarchy	At June 30, 2020				At December 31, 2019
(Dollars in millions)	Level	Assets		Liabilities		Assets		Liabilities		Level	Assets		Liabilities		Assets		Liabilities
Cash equivalents (1)
Time deposits and certificates of deposit(2)	2	$	576	$	N/A	$	788	$	N/A	2	$	666	$	N/A	$	788	$	N/A
Money market funds	1		—		N/A		5		N/A	1		—		N/A		5		N/A
Total cash equivalents		$	576	$	N/A	$	793	$	N/A		$	666	$	N/A	$	793	$	N/A
Derivatives designated as hedging instruments ~~(2)~~(3)
Interest rate contracts with IBM	2		79		—		45		—	2		99		—		45		—
Foreign exchange contracts with IBM	2		—		14		—		18	2		0		26		—		18
Total		$	655	$	14	$	838	$	18		$	765	$	26	$	838	$	18

(1)	Included within cash and cash equivalents in the Consolidated Balance Sheet.

(2)	Available-for-sale securities with an amortized cost basis that approximates fair value.

(3)	Included within other assets and other liabilities in the Consolidated Balance Sheet.

N/A – not applicable

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,~~June 30, 2020 and December 31, 2019, 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 ~~$14,956~~$14,682 million and $15,268 million, and the estimated fair value was ~~$14,757~~$14,843 million and $15,409 million at ~~March 31,~~June 30, 2020 and December 31, 2019, 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.

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

Financing receivables primarily consist of client loan and installment payment receivables (loans) ~~and~~, investment in sales-type and direct financing leases ~~(collectively referred to as Client Financing receivables)~~ and Commercial Financing receivables. Loans are provided primarily to clients to finance the purchase of hardware, software and services. Payment terms on these financing arrangements are generally for terms up to seven years. Investment in sales-type and direct financing leases relate principally to the company’s ~~Systems products and are for terms ranging generally from~~ ~~two~~ to six years. Commercial Financing receivables relate primarily to working capital financing for dealers and remarketers of IBM products. Payment terms for working capital financing generally range from 30 ~~to 90 days.~~

1213

Table of Contents

Notes to Consolidated Financial Statements — (continued)

Systems products and are for terms ranging generally from two to six years. Commercial Financing receivables relate primarily to working capital financing for dealers and remarketers of IBM products. Payment terms for working capital financing generally range from 30 to 90 days.

The company purchases interests in certain of IBM’s short-term receivables. 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 also purchases interests in certain of IBM’s short-term receivables. These receivables are included within the Commercial Financing segment. The company carries the credit risk of IBM’s clients for all purchased and participated receivables from IBM.

Loans, investment in sales-type and direct financing leases, and participated receivables from IBM are collectively referred to as Client Financing receivables and are included within the Client Financing segment.

Effective January 1, 2020, the company adopted the new accounting standard related to credit losses, using the transition ~~option~~methodology whereby prior comparative periods were not retrospectively presented in the Consolidated Financial Statements. Refer to note 2, “Accounting Changes,” for additional information. Under this new guidance, the amortized cost basis of a financial asset represents the original amount of the financing receivable (including residual value) adjusted for unearned income, deferred initial direct costs, cash collected, write-offs and any foreign exchange adjustments. The allowance for credit losses represents future expected credit losses over the life of the receivables based on past experience, current information and forward-looking economic considerations. Prior to the effective date, financing receivables were measured at recorded investment, which does not include residual value. As a result, ~~of the company’s transition option,~~ all prior periods are presented at recorded investment, while current period information is presented at amortized cost. Additionally, current period information reflects updates to the portfolio segments, and other presentation changes within the following tables, as a result of the adoption of this new guidance.

A summary of the components of the company’s financing receivables and receivables purchased/participated from IBM is presented as follows:


					Client Loan and				Client Loan and
					Installment				Installment
			Commercial		Payment				Payment				Commercial
(Dollars in millions)	Investment in		Financing		Receivables				Receivables		Investment in		Financing
At March 31, 2020:	Leases		Receivables		(Loans)		Total
At June 30, 2020:									(Loans)		Leases		Receivables		Total
Financing receivables, gross	$	4,081	$	2,008	$	8,742	$	14,831	$	8,603	$	3,661	$	2,031	$	14,296
Unearned income		(337)		(3)		(330)		(669)		(317)		(281)		(3)		(601)
Deferred initial direct costs		28		—		64		93		63		25		—		88
Residual value*		542		—		—		542		—		483		—		483
Amortized cost	$	4,314	$	2,005	$	8,476	$	14,796	$	8,349	$	3,888	$	2,029	$	14,266
Allowance for credit losses		(64)		(9)		(85)		(158)		(101)		(72)		(9)		(182)
Total financing receivables, net	$	4,250	$	1,996	$	8,391	$	14,638	$	8,248	$	3,816	$	2,020	$	14,084

* Includes guaranteed and unguaranteed residual value

Client Loan and

Installment

Commercial

Payment

(Dollars in millions)

Investment in

Financing

Receivables

At December 31, 2019:

Leases

Receivables

(Loans)

Total
Financing receivables, gross

$
4,626

$
3,400

$
9,566

$
17,592
Unearned income

(384)

(4)

(373)

(761)
Deferred initial direct costs

32

—

71

103
Recorded investment

$
4,274

$
3,396

$
9,264

$
16,934
Allowance for credit losses

(56)

(9)

(82)

(148)
Unguaranteed residual value

531

—

—

531
Guaranteed residual value

47

—

—

47
Total financing receivables, net

$
4,796

$
3,387

$
9,181

$
17,365

1314

Table of Contents

Notes to Consolidated Financial Statements — (continued)


	Client Loan and
	Installment
	Payment				Commercial
(Dollars in millions)	Receivables		Investment in		Financing
At December 31, 2019:	(Loans)		Leases		Receivables		Total
Financing receivables, gross	$	9,566	$	4,626	$	3,400	$	17,592
Unearned income		(373)		(384)		(4)		(761)
Deferred initial direct costs		71		32		—		103
Recorded investment	$	9,264	$	4,274	$	3,396	$	16,934
Allowance for credit losses		(82)		(56)		(9)		(148)
Unguaranteed residual value		—		531		—		531
Guaranteed residual value		—		47		—		47
Total financing receivables, net	$	9,181	$	4,796	$	3,387	$	17,365

~~Purchased and participated receivables from IBM~~


	At March 31,		At December 31,		At June 30,		At December 31,
(Dollars in millions)	2020		2019		2020		2019
Short-term purchased receivables from IBM	$	72	$	56	$	50	$	56
Allowance for credit losses		0		0		0		0
Total short-term purchased receivables from IBM, net	$	72	$	56	$	50	$	56

Long-term participated receivables from IBM	$	4,206	$	4,310	$	4,333	$	4,310
Allowance for credit losses		(21)		(7)		(21)		(7)
Total long-term participated receivables from IBM, net	$	4,186	$	4,303	$	4,312	$	4,303

Total purchased and participated receivables from IBM, net	$	4,258	$	4,359
Total receivables purchased/participated from IBM, net					$	4,362	$	4,359

The company ~~utilizes~~has a long-standing practice of taking mitigation actions, in certain circumstances, to transfer credit risk to third parties. These actions may include credit insurance, financial guarantees, nonrecourse borrowings, transfers of ~~its financing~~ receivables recorded as ~~collateral for nonrecourse borrowings.~~ true sales in accordance with accounting guidance or sales of equipment under operating lease.

Financing receivables pledged as collateral for borrowings were ~~$914~~$758 million and $1,062 million at ~~March 31,~~June 30, 2020 and December 31, 2019, respectively.

In the second quarter of 2020, the company sold $711 million of Client Financing receivables, consisting of lease and loan receivables of $417 million and $294 million, respectively, approximately half of which were scheduled to be due within the next 12 months. The transfer of these receivables qualified as true sales and therefore reduced financing receivables and resulted in a benefit to cash flows from investing activities of $715 million. The impact to the Consolidated Income Statement, including fees and net gain associated with the transfer of these receivables was not material.

The company did not have any financing receivables held for sale at ~~March 31,~~June 30, 2020 and December 31, 2019.

Allowance for Credit Losses ~~- Financing Receivables~~

Refer to note A, “Significant Accounting Policies,” in the company’s 2019 Annual Report for a full description of its accounting policies for financing receivables and related allowances. The descriptions below include any changes to those policies due to the new standard.

Effective with the adoption of the new credit losses standard, the company’s estimates of its allowances for expected credit losses include consideration of: past events, including any historical default, historical concessions and resulting troubled debt restructurings, current economic conditions, taking into account any non-freestanding mitigating credit enhancements, and certain forward-looking information, including reasonable and supportable forecasts.

Table of Contents

Notes to Consolidated Financial Statements — (continued)

Collectively Evaluated ~~Financing~~ Receivables

The company determines its allowance for credit losses based on 2 portfolio segments: Client Financing receivables and Commercial Financing receivables, and further segments the portfolio into 3 classes: Americas, Europe/Middle East/Africa (EMEA) and Asia Pacific.

For Client Financing receivables, the company uses a credit loss model to calculate allowances based on its internal loss experience and current conditions and forecasts by class of financing receivable. The company records an unallocated reserve that is calculated by applying a reserve rate to its portfolio, excluding accounts that have been individually evaluated and specifically reserved. This reserve rate is based upon credit rating, probability of default, term and loss history. The allowance is adjusted quarterly for expected recoveries of amounts that were previously written off or are expected to be written off. Recoveries cannot exceed the aggregated amount of the previous write-off or expected write-off.

~~Table of Contents~~

~~Notes to Consolidated Financial Statements — (continued)~~

Macroeconomic variables attributed to the expected credit losses for Client Financing receivables may vary by class of financing receivables based on historical experiences, portfolio composition, and current environment. In addition to a qualitative review of credit risk factors across the portfolio, the company considers forward-looking macroeconomic variables such as gross domestic product, unemployment rates, equity prices and corporate profits when quantifying the impact of economic forecasts on its Client Financing receivables ~~expected~~ allowance for expected credit losses. The company also considers the impact of current conditions and economic forecasts relating to specific industries, geographical areas, and client-specific exposures on the portfolio. Under this approach, forecasts of these variables over two years are considered reasonable and supportable. Beyond two years, the company reverts to long-term average loss experience. Forward-looking estimates require the use of judgment, particularly in times of economic uncertainty. ~~With~~Consistent with the first quarter of 2020, with evolving global impacts from the COVID-19 pandemic, external economic models have been revised with increased frequency and with alternative scenarios. The company’s allowances at ~~March 31,~~June 30, 2020, reflect the qualitative process described above. Any changes to economic models that occurred after the balance sheet date will be reflected in future periods.

The allowance for Commercial Financing receivables is estimated based on a combination of write-off history and current economic conditions, excluding any individually evaluated accounts.

The Commercial Financing receivables portfolio segment is excluded from the tables in the sections below as the receivables are short term in nature and the current estimated risk of loss and resulting impact to the company’s financial results are not material.

At January 1, 2020, upon adoption of the new standard on credit losses, the company recorded an additional allowance for Client and Commercial Financing receivables (including related off-balance sheet commitments) of $56 million. This was primarily driven by an increase in the Client Financing receivables allowance. Refer to note 9, “Commitments,” for additional information regarding off-balance sheet commitments.

Table of Contents

Notes to Consolidated Financial Statements — (continued)

Client Financing Receivables

The following tables present the amortized cost basis or recorded investment for ~~the~~ Client Financing receivables ~~portfolio segment~~ at ~~March 31,~~June 30, 2020 and December 31, 2019, respectively, further segmented by 3 classes: Americas, Europe/Middle East/Africa (EMEA) and Asia Pacific. The Commercial Financing receivables portfolio segment is excluded from this presentation as it is short term in nature and the current estimated risk of loss and resulting impact to the company’s financing results is not material.

~~Table of Contents~~

~~Notes to Consolidated Financial Statements — (continued)~~

(Dollars in millions)








At March 31, 2020:

Americas

EMEA

Asia Pacific

Total
Amortized cost

Lease receivables

$
3,338

$
601

$
376

$
4,314
Loan receivables


5,657


2,219


600


8,476
Participated receivables from IBM

631

1,715

1,860

4,206
Ending balance

$
9,626

$
4,534

$
2,836

$
16,997

Allowance for credit losses

Beginning balance at December 31, 2019

$
98

$
36

$
11

$
146
Adjustment for adoption of new standard

21

13

4

39
Beginning balance at January 1, 2020

Lease receivables

$
38

$
22

$
9

$
69
Loan receivables


78


18


3


98
Participated receivables from IBM


4


10


4


18
Total

$
120

$
50

$
16

$
185
Write-offs

$
(14)

$
(1)

$
(1)

$
(16)
Recoveries


0


—


0


0
Provision


5


8


1


14
Other*


(12)


(1)


0


(13)
Ending balance at March 31, 2020

$
99

$
56

$
15

$
170
Lease receivables

$
37

$
20

$
7

$
64
Loan receivables

$
57

$
24

$
4

$
85
Participated receivables from IBM

$
4

$
12

$
4

$
21


(Dollars in millions)
At June 30, 2020:	Americas		EMEA		Asia Pacific		Total
Amortized cost	$	8,948	$	4,759	$	2,863	$	16,570

Allowance for credit losses
Beginning balance at December 31, 2019	$	98	$	36	$	11	$	146
Adjustment for adoption of new standard		21		13		4		39
Beginning balance at January 1, 2020	$	120	$	50	$	16	$	185
Write-offs	$	(15)	$	(1)	$	(1)	$	(17)
Recoveries		0		—		2		2
Additions/(releases)		28		9		(1)		37
Other*		(12)		0		0		(12)
Ending balance at June 30, 2020	$	121	$	58	$	15	$	194

* Primarily represents translation adjustments.

~~Table of Contents~~

~~Notes to Consolidated Financial Statements — (continued)~~


(Dollars in millions)
At December 31, 2019:	Americas		EMEA		Asia Pacific		Total		Americas		EMEA		Asia Pacific		Total
Recorded investment
Lease receivables	$	3,160	$	710	$	404	$	4,274	$	3,160	$	710	$	404	$	4,274
Loan receivables		6,173		2,415		676		9,264		6,173		2,415		676		9,264
Participated receivables from IBM		717		1,671		1,922		4,310		717		1,671		1,922		4,310
Ending balance	$	10,049	$	4,796	$	3,003	$	17,848	$	10,049	$	4,796	$	3,003	$	17,848
Recorded investment collectively evaluated for impairment	$	9,957	$	4,770	$	2,993	$	17,720	$	9,957	$	4,770	$	2,993	$	17,720
Recorded investment individually evaluated for impairment	$	92	$	26	$	10	$	128	$	92	$	26	$	10	$	128

Allowance for credit losses
Beginning balance at January 1, 2019
Lease receivables	$	38	$	17	$	10	$	65	$	38	$	17	$	10	$	65
Loan receivables		66		28		5		98		66		28		5		98
Participated receivables from IBM		3		8		3		14		3		8		3		14
Total	$	107	$	53	$	17	$	177	$	107	$	53	$	17	$	177
Write-offs	$	(14)	$	(10)	$	(4)	$	(29)	$	(14)	$	(10)	$	(4)	$	(29)
Recoveries		0		0		0		1		0		0		0		1
Provision		7		(6)		(2)		(2)
Additions/(releases)										7		(6)		(2)		(2)
Foreign currency translation adjustment		(1)		0		0		(1)		(1)		0		0		(1)
Other		0		0		0		0		0		0		0		0
Ending balance at December 31, 2019	$	98	$	36	$	11	$	146	$	98	$	36	$	11	$	146
Lease receivables	$	27	$	21	$	8	$	56	$	27	$	21	$	8	$	56
Loan receivables	$	68	$	12	$	2	$	82	$	68	$	12	$	2	$	82
Participated receivables from IBM	$	3	$	3	$	1	$	7	$	3	$	3	$	1	$	7

Related allowance, collectively evaluated for impairment	$	23	$	11	$	3	$	36	$	23	$	11	$	3	$	36
Related allowance, individually evaluated for impairment	$	75	$	26	$	9	$	110	$	75	$	26	$	9	$	110

Write-offs of lease receivables and loan receivables were $17 million and $11 million, respectively, for the year ended December 31, 2019. Provisions for credit losses recorded for lease receivables and participated receivables from IBM were an addition of $5 million and a release of $6 million, respectively, for the year ended December 31, 2019.

~~Past Due Financing Receivables~~

The company considers a client’s financing receivable balance past due when any installment is aged over 90 days. The following tables summarize information about the amortized cost basis or recorded investment in lease and loan financing receivables and participated receivables from IBM, including amortized cost or recorded investment aged over 90 days and still accruing, billed invoices aged over 90 days and still accruing, and amortized cost or recorded investment not accruing.

Table of Contents

Notes to Consolidated Financial Statements — (continued)

Amortized

Billed

Amortized

Total

Amortized

Cost

Invoices

Cost
(Dollars in millions)

Amortized

Cost

> 90 Days and

> 90 Days and

Not
At March 31, 2020:

Cost

> 90 Days (1)

Accruing (1)

Accruing

Accruing (2)
Americas

$
3,338

$
136

$
106

$
7

$
35
EMEA

601

19

6

0

15
Asia Pacific

376

9

3

0

6
Total lease receivables

$
4,314

$
164

$
115

$
7

$
56

Americas

$
5,657

$
97

$
60

$
10

$
38
EMEA

2,219

55

7

3

50
Asia Pacific

600

7

5

0

1
Total loan receivables

$
8,476

$
158

$
72

$
14

$
90

Americas

$
631

$
7

$
5

$
1

$
3
EMEA

1,715

1

0

0

1
Asia Pacific

1,860

4

4

1

0
Total participated receivables from IBM

$
4,206

$
12

$
9

$
2

$
4

Total

$
16,997

$
333

$
195

$
23

$
149

Past Due Financing Receivables

The company considers a client’s financing receivable balance past due when any installment is aged over 90 days. The following tables summarize information about the amortized cost basis or recorded investment in Client Financing receivables, including amortized cost or recorded investment aged over 90 days and still accruing, billed invoices aged over 90 days and still accruing, and amortized cost or recorded investment not accruing.


					Amortized		Billed		Amortized
	Total		Amortized		Cost		Invoices		Cost
(Dollars in millions)	Amortized		Cost		> 90 Days and		> 90 Days and		Not
At June 30, 2020:	Cost		> 90 Days (1)		Accruing (1)		Accruing		Accruing (2)
Americas	$	8,948	$	306	$	230	$	29	$	96
EMEA		4,759		93		30		4		68
Asia Pacific		2,863		19		11		2		8
Total client financing receivables	$	16,570	$	418	$	271	$	35	$	172

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

(2)	Of the amortized cost not accruing, there was a related allowance of ~~$95~~$116 million. Financing income recognized on these receivables was immaterial for the three and six months ended ~~March 31, 2020.~~June 30, 2020, respectively.


					Recorded		Billed		Recorded
	Total		Recorded		Investment		Invoices		Investment
(Dollars in millions)	Recorded		Investment		> 90 Days and		> 90 Days and		Not
At December 31, 2019:	Investment		> 90 Days (1)		Accruing (1)		Accruing		Accruing (2)
Americas	$	3,160	$	179	$	143	$	10	$	37
EMEA		710		24		11		1		16
Asia Pacific		404		9		2		0		7
Total lease receivables	$	4,274	$	213	$	156	$	11	$	59

Americas	$	6,173	$	107	$	66	$	10	$	56
EMEA		2,415		51		3		1		51
Asia Pacific		676		3		1		0		2
Total loan receivables	$	9,264	$	161	$	69	$	11	$	110

Americas	$	717	$	8	$	8	$	1	$	0
EMEA		1,671		7		7		1		1
Asia Pacific		1,922		6		5		1		1
Total participated receivables from IBM	$	4,310	$	21	$	20	$	3	$	2

Total	$	17,848	$	394	$	245	$	25	$	171

(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, $128 million ~~was~~is individually evaluated for impairment with a related allowance of $110 million.Financing income recognized on these receivables was immaterial for the three and six months ended June 30, 2019, respectively.

Credit Quality Indicators

The company’s credit quality indicators, which are based on rating agency data, publicly available information and information provided by customers, 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 ~~annually~~ by Moody’s, where available, as one of many inputs in its determination of customer credit ratings. The credit quality of the customer is evaluated based on these indicators and is assigned the same risk rating whether the receivable is a lease, loan or participated from IBM.

Table of Contents

Notes to Consolidated Financial Statements — (continued)

~~credit ratings. The credit quality of the customer is evaluated based on these indicators and would be assigned the same risk rating whether the receivable is a lease, loan or participated from IBM.~~

The following tables present the amortized cost basis or recorded investment for ~~financing receivables, excluding the Commercial~~Client Financing receivables ~~portfolio segment,~~ by credit quality indicator at ~~March 31,~~June 30, 2020 and December 31, 2019, respectively. Receivables with a credit quality indicator ranging from Aaa to Baa3 are considered investment grade. All others are considered non-investment grade. Effective January 1, 2020, under the new guidance for credit losses, the company discloses its credit quality by year of origination. Additionally, under the new guidance, the amortized cost is presented on a gross basis, whereas under the prior guidance, the company presented the recorded investment net of the allowance for credit losses. ~~The~~At June 30, 2020, the credit quality indicators ~~do not~~ reflect ~~any mitigation~~mitigating credit enhancement actions taken ~~to transfer credit~~by the customer which reduces the risk to ~~third parties.~~the company.

(Dollars in millions)



Americas

EMEA

Asia Pacific
At March 31, 2020:




Aaa – Baa3

Ba1 – D

Aaa – Baa3

Ba1 – D

Aaa – Baa3

Ba1 – D
Vintage year:












2020

$
1,406

$
871

$
609

$
766

$
228

$
134
2019

2,182

1,587

919

988

1,485

585
2018

1,136

732

371

342

193

50
2017

709

382

140

183

61

30
2016

289

300

86

55

34

11
2015 and prior

17

17

40

35

19

7
Total

$
5,738

$
3,888

$
2,164

$
2,370

$
2,020

$
817


(Dollars in millions)	Americas				EMEA				Asia Pacific
At June 30, 2020	Aaa – Baa3		Ba1 – D		Aaa – Baa3		Ba1 – D		Aaa – Baa3		Ba1 – D
Vintage year:
2020	$	1,539	$	1,173	$	904	$	1,030	$	513	$	206
2019		2,054		1,175		882		810		659		235
2018		1,161		601		387		319		463		192
2017		575		254		104		165		240		68
2016		142		92		48		55		167		37
2015 and prior		57		126		30		23		72		13
Total	$	5,528	$	3,420	$	2,356	$	2,403	$	2,113	$	750


	Lease Receivables						Loan Receivables						Participated Receivables from IBM
(Dollars in millions)					Asia						Asia						Asia
At December 31, 2019	Americas		EMEA		Pacific		Americas		EMEA		Pacific		Americas		EMEA		Pacific
Credit Ratings:
Aaa – Aa3	$	305	$	55	$	31	$	732	$	89	$	89	$	440	$	88	$	89
A1 – A3		700		88		124		1,166		178		237		71		271		934
Baa1 – Baa3		949		153		83		1,756		907		107		104		762		500
Ba1 – Ba2		733		206		61		1,461		532		159		49		442		245
Ba3 – B1		196		137		62		444		455		46		43		88		126
B2 – B3		236		45		32		513		228		33		4		18		26
Caa – D		13		5		2		32		15		3		2		0		2
Total	$	3,133	$	689	$	396	$	6,105	$	2,403	$	674	$	714	$	1,668	$	1,921

Troubled Debt Restructurings

The company did not have any significant troubled debt restructurings during the ~~three~~six months ended ~~March 31,~~June 30, 2020 or for the year ended December 31, 2019.

~~Table of Contents~~

~~Notes to Consolidated Financial Statements — (continued)~~

7.7. ~~Leases:~~Leases

Accounting for Leases as a Lessor

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


(Dollars in millions)
For the three months ended March 31:	2020		2019
For the three months ended June 30:					2020		2019
Financing lease revenue	$	50	$	55	$	43	$	51
Operating lease revenue		58		78		54		70
Variable lease revenue		11		11		1		2
Total lease revenue	$	119	$	144	$	98	$	124

8. ~~Borrowings~~:

~~Short-Term Debt~~

Balance

Balance

(Dollars in millions)

3/31/2020

12/31/2019

Commercial paper

$
—

$
304

Short-term loans

31

49

Secured borrowings

240

280

Debt

$
271

$
633

Debt payable to IBM

6,210

8,194

Total

$
6,480

$
8,827

The weighted-average interest rate for commercial paper was 1.6 percent at December 31, 2019. The weighted-average interest rate for short-term loans was 3.2 percent and 5.2 percent at March 31, 2020 and December 31, 2019, respectively. The weighted-average interest rate for secured borrowings was 3.1 percent and 3.6 percent at March 31, 2020 and December 31, 2019, respectively. Short-term financing receivables pledged as collateral for short-term secured borrowings were $240 million at March 31, 2020 and $280 million at December 31, 2019. The weighted-average interest rate for short-term debt payable to IBM was 0.6 percent and 1.6 percent at March 31, 2020 and December 31, 2019, respectively.

2019

Table of Contents

Notes to Consolidated Financial Statements — (continued)


(Dollars in millions)
For the six months ended June 30:	2020		2019
Financing lease revenue	$	93	$	107
Operating lease revenue		112		149
Variable lease revenue		12		12
Total lease revenue	$	217	$	268

8. Borrowings:

Short-Term Debt


	Balance		Balance
(Dollars in millions)	6/30/2020		12/31/2019
Commercial paper	$	—	$	304
Short-term loans		77		49
Secured borrowings		169		280
Debt	$	245	$	633
Debt payable to IBM		5,938		8,194
Total	$	6,184	$	8,827

The weighted-average interest rate for commercial paper was 1.6 percent at December 31, 2019. The weighted-average interest rate for short-term loans was 3.1 percent and 5.2 percent at June 30, 2020 and December 31, 2019, respectively. The weighted-average interest rate for secured borrowings was 3.0 percent and 3.6 percent at June 30, 2020 and December 31, 2019, respectively. Short-term financing receivables pledged as collateral for short-term secured borrowings were $169 million at June 30, 2020 and $280 million at December 31, 2019. The weighted-average interest rate for debt payable to IBM was 0.3 percent and 1.6 percent at June 30, 2020 and December 31, 2019, respectively.

Long-Term Debt


		Balance		Balance			Balance		Balance
(Dollars in millions)	Maturities	3/31/2020		12/31/2019		Maturities	6/30/2020		12/31/2019
Long-term notes (weighted-average interest rate at March 31, 2020)
2.8%	2020	$	1,500	$	1,500
2.4%	2021		2,850		2,850
Long-term notes (weighted-average interest rate at June 30, 2020)
2.1%						2020	$	1,500	$	1,500
2.1%						2021		2,850		2,850
2.2%	2022		500		500	2022		500		500
3.0%	2023		750		750	2023		750		750
		$	5,600	$	5,600		$	5,600	$	5,600

Long-term loans (4.3% weighted-average interest rate at March 31, 2020)	2020-2021		93		113
Secured borrowings (4.5% weighted-average interest rate at March 31, 2020)	2020-2025		674		781
Long-term loans (4.2% weighted-average interest rate at June 30, 2020)						2020-2021		49		113
Secured borrowings (4.1% weighted-average interest rate at June 30, 2020)						2020-2026		590		781
Long-term debt		$	6,367	$	6,495		$	6,239	$	6,495
Less: net unamortized discount			1		1			1		1
Less: net unamortized debt issuance costs			4		5			3		5
Add: fair value adjustment*			76		28			77		28
Debt		$	6,438	$	6,517		$	6,312	$	6,517
Debt payable to IBM (1.4% weighted-average interest rate at March 31, 2020)			8,517		8,751
Debt payable to IBM (1.4% weighted-average interest rate at June 30, 2020)								8,370		8,751
Total		$	14,956	$	15,268		$	14,682	$	15,268

The portion of the company's fixed-rate debt obligations that is hedged is reflected in the Consolidated Balance Sheet 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 ~~$674~~$590 million at ~~March 31,~~June 30, 2020 and $781 million at December 31, 2019.

Table of Contents

Notes to Consolidated Financial Statements — (continued)

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,~~June 30, 2020, are as follows:


	2020										2025 and				2020										2025 and
(Dollars in millions)	(Q2-Q4)		2021		2022		2023		2024		beyond		Total		(Q3-Q4)		2021		2022		2023		2024		beyond		Total
Long-term debt	$	1,839	$	3,133	$	603	$	786	$	5	$	0	$	6,367	$	1,702	$	3,135	$	609	$	786	$	5	$	0	$	6,239
Debt payable to IBM		3,210		2,615		1,761		675		201		56		8,517		2,297		2,832		2,113		786		267		75		8,370
Total	$	5,049	$	5,748	$	2,365	$	1,461	$	205	$	56	$	14,884	$	3,999	$	5,967	$	2,723	$	1,572	$	272	$	76	$	14,609

Interest on Debt

The company recognized interest expense of ~~$94~~$72 million and $166 million for the three and six months ended ~~March 31,~~June 30, 2020, of which ~~$49~~$35 million and $84 million was interest expense on debt payable to ~~IBM.~~IBM, respectively. The company recognized interest expense of ~~$150~~$135 million and $285 million for the three and six months ended ~~March 31,~~June 30, 2019, of which ~~$74~~$58 million and $131 million was interest expense on debt payable to ~~IBM.~~IBM, respectively.

Lines of Credit

On July 2, 2020, IBM and the company ~~have~~entered into a new $2.5 billion ~~364-Day~~364-day Credit Agreement to replace the existing $2.5 billion 364-day Credit Agreement, and aalso extended the maturity date of the existing $2.5 billion ~~Three-Year~~Three-Year Credit Agreement (together, the Credit Agreements) ~~with~~. The new maturity dates offor the 364-day and Three-Year Credit Agreements are July ~~16, 2020~~1, 2021 and July 20, ~~2022,~~2023, respectively.

~~Table of Contents~~

~~Notes to Consolidated Financial Statements — (continued)~~

As of ~~March 31,~~June 30, 2020, the company had 0 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 its debt covenants, and provides 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 such 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 14, “Relationship with IBM and Related Party Transactions.”

9. Commitments:

The company’s extended lines of credit to third-party entities include unused amounts of ~~$1.9 billion and~~ $1.8 billion at ~~March 31,~~both June 30, 2020 and December 31, ~~2019, respectively.~~2019. A portion of these amounts ~~was~~is available to the company’s business partners 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 ~~$5.9~~approximately $5.7 billion and $5.4 billion at ~~March 31,~~June 30, 2020 and December 31, 2019, respectively. Effective January 1, 2020, the company adopted the new standard on credit losses, which resulted in the recognition of a related allowance for non-cancellable off-balance sheet commitments. Refer to

Table of Contents

Notes to Consolidated Financial Statements — (continued)

note 2, “Accounting Changes,” for additional information. The allowance for these commitments is recorded in other liabilities in the Consolidated Balance Sheet and was not material at ~~March 31,~~June 30, 2020. The company collectively evaluates the allowance for these arrangements using a provision methodology consistent with the portfolio of the commitments. Refer to note 6, “Financing Receivables, Receivables Purchased/Participated from IBM,” for additional information.

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

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,~~June 30, 2020 were not material to the Consolidated Financial Statements.

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,~~June 30, 2020, there were no such matters.

~~Table of Contents~~

~~Notes to Consolidated Financial Statements — (continued)~~

11. Equity Activity:

IBM Credit had 0 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		Before Tax		Tax (Expense)/		Net of Tax
For the three months ended March 31, 2020:	Amount		Benefit		Amount
For the three months ended June 30, 2020:							Amount		Benefit		Amount
Other comprehensive income/(loss):
Foreign currency translation adjustments	$	(156)	$	(17)	$	(174)	$	36	$	14	$	51
Retirement-related benefit plans (1):
Net (losses)/gains arising during the period	$	0	$	0	$	0	$	—	$	—	$	—
Curtailments and settlements		—		—		—		0		0		0
Amortization of prior service (credits)/costs		0		0		0		0		0		0
Amortization of net (gains)/losses		1		0		1		1		0		1
Total retirement-related benefit plans	$	1	$	0	$	1	$	1	$	0	$	1
Other comprehensive income/(loss)	$	(155)	$	(17)	$	(173)	$	37	$	14	$	52

(1)	These accumulated other comprehensive income (AOCI) components are included in the computation of net periodic pension cost. ~~(See~~(Refer to note 13, "Retirement-Related Benefits," for additional information.)

Table of Contents

Notes to Consolidated Financial Statements — (continued)

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 June 30, 2019:	Amount		Benefit		Amount
Other comprehensive income/(loss):
Foreign currency translation adjustments	$	16	$	2	$	19
Retirement-related benefit plans (1):
Net (losses)/gains arising during the period	$	—	$	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)	$	17	$	2	$	19

(1)	These AOCI components are included in the computation of net periodic pension cost. (Refer to note 13, "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		Before Tax		Tax (Expense)/		Net of Tax
For the three months ended March 31, 2019:	Amount		Benefit		Amount
For the six months ended June 30, 2020:							Amount		Benefit		Amount
Other comprehensive income/(loss):
Foreign currency translation adjustments	$	3	$	3	$	6	$	(120)	$	(3)	$	(123)
Retirement-related benefit plans (1):
Net (losses)/gains arising during the period	$	0	$	0	$	0	$	0	$	0	$	0
Curtailments and settlements		—		—		—		0		0		0
Amortization of prior service (credits)/costs		0		0		0		0		0		0
Amortization of net (gains)/losses		0		0		0		2		0		2
Total retirement-related benefit plans	$	0	$	0	$	0	$	2	$	0	$	2
Other comprehensive income/(loss)	$	3	$	3	$	6	$	(118)	$	(3)	$	(121)

(1)	These AOCI components are included in the computation of net periodic pension cost. ~~(See~~(Refer to note 13, "Retirement-Related Benefits," for additional information.)

~~Accumulated~~Reclassifications and Taxes Related to Items of Other Comprehensive ~~Income/(Loss) (net of tax)~~Income


			Net Change
	Foreign		Retirement-		Accumulated
	Currency		Related		Other
	Translation		Benefit		Comprehensive
(Dollars in millions)	Adjustments*		Plans		Income/(Loss)		Before Tax		Tax (Expense)/		Net of Tax
January 1, 2020	$	(12)	$	(19)	$	(31)
Other comprehensive income before reclassification		(174)		0		(174)
Amount reclassified from accumulated other comprehensive income		—		1		1
Total change for the period		(174)		1		(173)
March 31, 2020	$	(186)	$	(18)	$	(204)
For the six months ended June 30, 2019:							Amount		Benefit		Amount
Other comprehensive income/(loss):
Foreign currency translation adjustments							$	20	$	5	$	25
Retirement-related benefit plans (1):
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								1		0		1
Total retirement-related benefit plans							$	0	$	0	$	0
Other comprehensive income/(loss)							$	20	$	5	$	25

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

(1)	These AOCI components are included in the computation of net periodic pension cost. (Refer to note 13, "Retirement-Related Benefits," for additional information.)

Table of Contents

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, 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)

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, 2020	$	(12)	$	(19)	$	(31)
Other comprehensive income before reclassification		(123)		0		(123)
Amount reclassified from accumulated other comprehensive income		—		1		1
Total change for the period		(123)		2		(121)
June 30, 2020	$	(135)	$	(17)	$	(153)

* Foreign currency translation adjustments are presented gross except for any associated hedges which are presented 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		25		0		24
Amount reclassified from accumulated other comprehensive income		—		1		1
Total change for the period		25		0		25
June 30, 2019	$	1	$	(9)	$	(8)

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

12. 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 Balance Sheet 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 Balance Sheet, the company does not offset derivative assets against liabilities in master netting arrangements. If derivatives exposures covered by a qualifying master netting agreement with IBM had been netted in the Consolidated Balance Sheet at ~~March 31,~~June 30, 2020 and December 31, 2019,, the total derivative asset and liability positions would each have been reduced by ~~$14~~$26 million and $18 million, respectively.

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.~~

Table of Contents

Notes to Consolidated Financial Statements — (continued)

(i.e., fair value hedges) and to convert variable-rate debt issuances into fixed-rate debt (i.e., cash flow hedges). At ~~March 31,~~June 30, 2020 and December 31, 2019, the total notional amount of the company's interest rate swap contracts with IBM was $2,550 million at both periods. The weighted average remaining maturity of these instruments at ~~March 31,~~June 30, 2020 and December 31, 2019, was approximately ~~1.7~~1.5 years and 2.0 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,~~June 30, 2020 and December 31, 2019.

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,~~June 30, 2020 and December 31, 2019, the total notional amount of derivative contracts with IBM designated as net investment hedges was ~~$1,027~~$948 million and

~~Table of Contents~~

~~Notes to Consolidated Financial Statements — (continued)~~

~~$1,229~~ $1,229 million, respectively. The weighted average remaining maturity of these instruments at June 30, 2020 and December 31, 2019, was0.3 years and 0.2 years, ~~at both periods.~~respectively.

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 Income Statement, and the associated cash flows are included in other investing ~~activities-net,~~activities - net, in the Consolidated Statement of Cash Flows.

There were 0 foreign exchange derivative contracts with third parties outstanding at ~~March 31,~~June 30, 2020 and December 31, 2019.

The following tables provide a quantitative summary of the derivative instrument-related risk management activity at ~~March 31,~~June 30, 2020 and December 31, 2019, as well as for the three and six months ended ~~March 31,~~June 30, 2020 and 2019, respectively.

Cumulative Basis Adjustments for Fair Value Hedges

At ~~March 31,~~June 30, 2020 and December 31, 2019, the following amounts were recorded in the Consolidated Balance Sheet related to cumulative basis adjustments for fair value ~~hedges:~~hedges.


(Dollars in millions)
Line Item in the Consolidated Balance Sheet	At March 31,		At December 31,		At June 30,		At December 31,
in which the Hedged Item is Included:	2020		2019		2020		2019
Debt:
Carrying amount of the hedged item	$	(2,623)	$	(2,574)	$	(2,625)	$	(2,574)
Cumulative hedging adjustments included in the carrying amount - assets/(liabilities)		(76)		(28)		(77)		(28)

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Notes to Consolidated Financial Statements — (continued)

The Effect of Derivative Instruments in the Consolidated Income Statement

The total amounts of income and expense line items presented in the Consolidated Income Statement 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								Gains/(Losses) of
(Dollars in millions)	Total				Total Hedge Activity				Total				Total Hedge Activity
For the three months ended March 31:	2020		2019		2020		2019
For the three months ended June 30:									2020		2019		2020		2019
Financing cost	$	105	$	160	$	9	$	4	$	73	$	137	$	10	$	2
Other (income) and expense		(21)		(18)		—		—


	Gain/(Loss) Recognized in Consolidated Income Statement									Gain/(Loss) Recognized in Consolidated Income Statement
	Consolidated	Recognized on				Attributable to Risk				Consolidated	Recognized on				Attributable to Risk
(Dollars in millions)	Income Statement	Derivatives				Being Hedged (2)				Income Statement	Derivatives				Being Hedged (2)
For the three months ended March 31:	Line Item	2020		2019		2020		2019
For the three months ended June 30:										Line Item	2020		2019		2020		2019
Derivative instruments in fair value hedges (1):
Interest rate contracts with IBM	Financing cost	$	51	$	20	$	(48)	$	(25)	Financing cost	$	8	$	32	$	(1)	$	(37)

Total		$	51	$	20	$	(48)	$	(25)		$	8	$	32	$	(1)	$	(37)


	Gain/(Loss) Recognized in Consolidated Income Statement and Other Comprehensive Income													Gain/(Loss) Recognized in Consolidated Income Statement and Other Comprehensive Income
					Consolidated													Consolidated
					Income	Reclassified				Amounts Excluded from								Income	Reclassified				Amounts Excluded from
(Dollars in millions)	Recognized in OCI				Statement	from AOCI				Effectiveness Testing (3)				Recognized in OCI				Statement	from AOCI				Effectiveness Testing (3)
For the three months ended March 31:	2020		2019		Line Item	2020		2019		2020		2019
For the three months ended June 30:														2020		2019		Line Item	2020		2019		2020		2019
Derivative instruments in net investment hedges:
Foreign exchange contracts with IBM	$	67	$	(10)	Financing cost	$	—	$	—	$	6	$	10	$	(56)	$	(8)	Financing cost	$	—	$	—	$	2	$	7

Total	$	67	$	(10)		$	—	$	—	$	6	$	10	$	(56)	$	(8)		$	—	$	—	$	2	$	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.


					Gains/(Losses) of
(Dollars in millions)	Total				Total Hedge Activity
For the six months ended June 30:	2020		2019		2020		2019
Financing cost	$	178	$	297	$	19	$	7

Table of Contents

Notes to Consolidated Financial Statements — (continued)


	Gain/(Loss) Recognized in Consolidated Income Statement
	Consolidated	Recognized				Attributable to Risk
(Dollars in millions)	Income Statement	on Derivatives				Being Hedged (2)
For the six months ended June 30:	Line Item	2020		2019		2020		2019
Derivative instruments in fair value hedges (1):
Interest rate contracts with IBM	Financing cost	$	60	$	52	$	(49)	$	(62)

Total		$	60	$	52	$	(49)	$	(62)


	Gain/(Loss) Recognized in Consolidated Income Statement and Other Comprehensive Income
					Consolidated
					Income					Amounts Excluded from
(Dollars in millions)	Recognized in OCI				Statement	Reclassified from AOCI				Effectiveness Testing (3)
For the six months ended June 30:	2020		2019		Line Item	2020		2019		2020		2019
Derivative instruments in net investment hedges:
Foreign exchange contracts with IBM	$	11	$	(18)	Financing cost	$	—	$	—	$	9	$	17

Total	$	11	$	(18)		$	—	$	—	$	9	$	17

(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.

For the three and six months ~~ending March 31,~~ended June 30, 2020 and 2019, 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.

13. Retirement-Related Benefits:

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

Multiemployer and Defined Contribution Plans:

IBM charges the company for multiemployer and defined contribution costs based on the number of employees. The charges are recorded in the company’s operating results in the Consolidated Income Statement. The amounts of (income) or expense attributed to the company by IBM for the three and six months ended ~~March 31,~~June 30, 2020 and 2019 were not material.

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

~~Table of Contents~~

~~Notes to Consolidated Financial Statements — (continued)~~

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 Balance Sheet.

Any gains or losses recorded to AOCI in the three and six months ended ~~March 31,~~June 30, 2020 and 2019, were not material.

Table of Contents

Notes to Consolidated Financial Statements — (continued)

Costs related to multiple-employer plans are recorded in the company’s ~~operating results in the~~ Consolidated Income Statement. The total costs for multiple-employer plans for the three and six months ended ~~March 31,~~June 30, 2020 and 2019, were not material.

14. 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 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 3032 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~~Within the Client Financing segment, 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 ~~$51~~$54 million and $105 million in the three and six months ended ~~March 31,~~June 30, 2020, respectively, an increase of $1$7 million and an increase of $8 million as compared to the same ~~period~~periods in ~~2019.~~2019, respectively. The interest income is included in the Consolidated Income Statement as financing revenue. For additional information, see note 6, “Financing Receivables, Receivables Purchased/Participated from IBM.”

In addition, within Client Financing, 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 Balance Sheet as financing receivables from IBM. For the three months ended June 30, 2020, the interest income earned from these receivables was $26 million, a decrease of $19 million as compared to the same period in 2019. For the six months ended June 30, 2020, interest income earned was $60 million, a decrease of $29 million as compared to the same period in 2019. The declines in both periods were primarily driven by a decline in interest rates. The interest income is included in financing revenue in the Consolidated Income Statement. The amount of such financings outstanding was $3,735 million at June 30, 2020 and $3,870 million at December 31, 2019.

Within the Commercial Financing segment, the company purchases interests in certain short-term receivables at a discount for which IBM Credit LLC assumes the associated credit risk of IBM’s clients. In the second quarter of 2019, the company suspended the program under which it purchases interests in IBM's trade accounts receivable. As a result, ~~for the three months ended March 31, 2020, finance income earned from these receivables was $4 million, a decrease of $11 million as compared to the same period in 2019.~~

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Notes to Consolidated Financial Statements — (continued)

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 Balance Sheet as financing receivables from IBM. Forfor the three months ended ~~March 31,~~June 30, 2020, ~~the interest~~finance income earned from these receivables was ~~$34~~$2 million, a decrease of ~~$10~~$6 million as compared to the same period in 2019. ~~Interest income is included in financing revenue in~~For the ~~Consolidated Income Statement. The amount of such financings outstanding was $3,771 million at March 31,~~six months ended June 30, 2020, ~~and $3,870 million at December 31, 2019.~~

The amount of other receivables from IBM of $742 million and $513 million at March 31, 2020 and December 31, 2019, 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 $736 million at March 31, 2020 and $509 million at December 31, 2019. The investment of excess cash with IBM is presented in other receivables from IBM in the Consolidated Balance Sheet and in the investing section of the Consolidated Statement of Cash Flows. Interestfinance income earned from these ~~investments~~receivables was $2$6 million, ~~and $8~~a decrease of $17 million as compared to the same period in ~~the three months ended March 31, 2020 and 2019, respectively. The interest income is included in financing revenue in the Consolidated Income Statement.~~2019.

In addition, within Commercial Financing, the company provides financing which includes an interest free period to suppliers, distributors and resellers of IBM products and services, which is funded by IBM. Fee income earned from these arrangements for the three months ended ~~March 31,~~June 30, 2020 was ~~$41~~$24 million, a decrease of $7$9 million as compared to the same period in 2019. Fee income earned for the six months ended June 30, 2020 was $65 million, a decrease of $17 million as compared to the same period in 2019. These fees are included in financing revenue in the Consolidated Income Statement and are deferred and recognized over the term of the financing arrangement.

The amount of other receivables from IBM of $792 million and $513 million at June 30, 2020 and December 31, 2019, 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 and is presented in the investing section of the Consolidated Statement of Cash Flows. The company's investment of excess cash with IBM was $781 million at June 30, 2020 and $509 million at December 31, 2019. Interest income earned from these investments was $1 million and $2 million in the three and six months ended June 30, 2020, respectively. Interest income earned for these investments was $7 million and $15 million for the three and six months ended June 30, 2019, respectively. The interest income is included in financing revenue in the Consolidated Income Statement.

Borrowing Relationship

The company has a credit facility with IBM that allows the company to obtain ~~short-term~~short- and long-term funding. These loans are included in the Consolidated Balance Sheet as debt payable to IBM. Interest expense incurred on loans from IBM was ~~$49~~$35 million and ~~$74~~$84 million for the three and six months ended ~~March 31,~~June 30, 2020, respectively, as compared to $58 million and $131 million for the three and six months ended June 30, 2019, respectively. Interest expense is included in financing cost in the Consolidated Income Statement. For additional information on short-term and long-term funding, see note 8, “Borrowings.”

Services and Other Arrangements

The company sources a number of services from IBM, including functional support for 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 ~~$34~~$38 million and ~~$48~~$54 million in the three months ended ~~March 31,~~June 30, 2020 and 2019, respectively, and $72 million and $102 million for the six months ended June 30, 2020 and 2019, 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 and defined contribution plans that are sponsored by IBM. Amounts charged by IBM to the company related to stock-based compensation, multiemployer retirement-related and defined contribution plans 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 Income Statement. 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 ~~$813~~$931 million at ~~March 31,~~June 30, 2020 and $336 million at December 31, 2019 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.

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Notes to Consolidated Financial Statements — (continued)

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 $3$19 million and $2$7 million for the three months ended ~~March 31,~~June 30, 2020 and 2019, respectively. The company's net profit from sales of returned equipment to IBM was $21 million and $9 million for the six months ended June 30, 2020 and 2019 respectively. These sales are recorded net in other (income) and expense in the Consolidated Income Statement.

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 2020, the company reported a benefit from income taxes of $13 million and an effective tax rate of negative 10.1 percent, compared to a provision of $150 million and an effective tax rate of 77.5 percent in the first quarter of 2019. The year-to-year change in the effective tax rate was primarily driven by a $40 million discrete tax benefit in the first quarter of 2020, attributable to a valuation allowance release on deferred tax assets, as compared to an additional tax expense of $116 million in the first quarter of 2019 related to U.S. tax reform.

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Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2020

Financial Results Summary -— Three Months Ended ~~March 31:~~June 30:

Yr.-to-Yr.

Percent/

(Dollars in millions)

Margin

For the three months ended March 31:

2020

2019

Change

Revenue

$
337

$
482

(30.2)
%
Net margin

$
201

$
277

(27.6)
%
Net margin percentage

59.6
%

57.4
%
2.2
pts.
Total expense and other (income)

$
72

$
83

(13.7)
%
Income before income taxes

$
128

$
193

(33.6)
%
Provision for/(benefit from) income taxes

$
(13)

$
150

NM

Net income

$
141

$
43

225.7
%
Net income margin

42.0
%

9.0
%
33.0
pts.


							Yr.-to-Yr.
							Percent/
(Dollars in millions)							Margin
For the three months ended June 30:	2020			2019			Change
Revenue	$	279		$	410		(32.0)	%
Net margin	$	177		$	230		(23.0)	%
Net margin percentage		63.6	%		56.2	%	7.4	pts.
Total expense and other (income)	$	74		$	94		(21.9)	%
Income before income taxes	$	104		$	136		(23.8)	%
Provision for income taxes	$	15		$	23		(36.1)	%
Net income	$	89		$	113		(21.2)	%
Net income margin		31.9	%		27.6	%	4.3	pts.

~~NM - Not Meaningful~~

Financial Performance Summary — Three Months Ended June 30:

In the second quarter of 2020, the company delivered revenue of $279 million and net income of $89 million, compared to revenue of $410 million and net income of $113 million in the same period of 2019.

Total revenue declined $131 million, or 32.0 percent, in the second quarter of 2020 as compared to the same period in 2019, driven by a decrease in financing revenue of $115 million, or 33.8 percent, and by a decline in operating lease revenue of $16 million, or 23.2 percent. The decrease in financing revenue primarily reflects the wind down of OEM IT Commercial Financing operations. The decline in operating lease revenue was due to a lower average asset balance when compared to the prior-year period.

Yr.-to-Date

At March 31,

At December 31,

Percent

(Dollars in millions)

2020

2019

Change

Assets

$
25,700

$
28,412

(9.5)
%
Liabilities

$
23,255

$
25,726

(9.6)
%
Member’s interest

$
2,445

$
2,686

(9.0)
%

In the second quarter of 2020, net margin, which is calculated as revenue minus financing cost and depreciation of equipment under operating lease, was $177 million, a decrease of 23.0 percent when compared to the same period in 2019. The decline in revenue was partially offset by decreases in financing cost and depreciation expense of $64 million and $14 million, respectively, when compared to the same period in the prior year. The decrease in financing cost was due to lower interest rates and a lower average debt balance. The decline in depreciation expense was driven by lower average operating lease asset balances. Net margin percentage of 63.6 percent in the second quarter of 2020 increased 7.4 points as compared to the net margin percentage in the same period in 2019.

Total expense and other (income) of $74 million in the second quarter of 2020 decreased $21 million, or 21.9 percent, compared to the same period in 2019.

Pre-tax income of $104 million in the second quarter of 2020 decreased 23.8 percent as compared to the second quarter of 2019. The pre-tax income margin in the second quarter of 2020 of 37.2 percent increased on a year-to-year basis by 4.0 points.

The effective tax rate was 14.2 percent in the second quarter of 2020, a decrease of 2.8 points compared to the second quarter of 2019.

Net income of $89 million decreased $24 million, or 21.2 percent, in the second quarter of 2020 as compared to the same period in 2019. In the second quarter of 2020, net income margin was 31.9 percent, an increase of 4.3 points on a year-to-year basis.

Table of Contents

Management Discussion – (continued)

Net cash provided by operating activities of $31 million in the second quarter of 2020 increased by $93 million when compared to the prior-year period, primarily driven by lower net cash payments to IBM related to accounts payable. Net cash provided by investing activities of $983 million in the second quarter of 2020 decreased by $4,641 million when compared to the prior-year period, primarily driven by a decrease in cash provided by short-term financing receivables which reflects the wind down of OEM IT Commercial financing operations, partially offset by a sale of financing receivables. Net cash used in financing activities of $910 million in the second quarter of 2020 was lower by $4,498 million when compared to the prior-year period, primarily driven by lower net settlements of debt.

Financial Results Summary — Six Months Ended June 30:


							Yr.-to-Yr.
							Percent/
(Dollars in millions)							Margin
For the six months ended June 30:	2020			2019			Change
Revenue	$	615		$	892		(31.0)	%
Net margin	$	378		$	507		(25.5)	%
Net margin percentage		61.4	%		56.9	%	4.5	pts.
Total expense and other (income)	$	145		$	178		(18.1)	%
Income before income taxes	$	232		$	330		(29.5)	%
Provision for income taxes	$	2		$	173		(98.9)	%
Net income	$	231		$	156		47.4	%
Net income margin		37.5	%		17.5	%	19.9	pts.


					Yr.-to-Date
	At June 30,		At December 31,		Percent
(Dollars in millions)	2020		2019		Change
Assets	$	25,389	$	28,412	(10.6)	%
Liabilities	$	23,046	$	25,726	(10.4)	%
Member’s interest	$	2,343	$	2,686	(12.8)	%

Debt-to-Equity


	At March 31,		At December 31,		At June 30,		At December 31,
	2020		2019		2020		2019
Debt-to-equity ratio*	8.8	x	9.0	x	8.9	x	9.0	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:

2020

2019

Net income

$
141

$
43

Annualized net income

566

174

Average equity (1)

$
2,565

$
3,292

Return on equity (2)

22.1
%

5.3
%


	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Dollars in millions)	2020			2019			2020			2019
Net income	$	89		$	113		$	231		$	156
Annualized net income (1)	$	356		$	452		$	461		$	313
Average equity (2)*	$	2,394		$	2,944		$	2,491		$	3,103
Return on equity (1)/(2)		14.9	%		15.4	%		18.5	%		10.1	%

~~(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.~~

* Average of the ending member's interest for the last two quarters and three quarters, for the three and six months ended June 30, respectively.

Financial Performance Summary — ~~Three~~Six Months Ended ~~March 31:~~June 30:

In the first ~~quarter~~six months of 2020, the company delivered revenue of ~~$337~~$615 million and net income of ~~$141 million compared to~~$231 million. In the first six months of 2019, the company had revenue of ~~$482~~$892 million and net income of ~~$43 million in the same period of 2019.~~$156 million.

3032

Table of Contents

Management Discussion – (continued)

Total revenue ~~decreased $146~~declined $277 million, or ~~30.2~~31.0 percent, in the first ~~quarter~~six months of 2020 as compared to ~~the same period in~~ 2019, driven by a decrease in financing revenue of ~~$126~~$240 million, or ~~31.1~~32.3 percent, and by a decline in operating lease revenue of ~~$20~~$36 million, or ~~25.6~~24.5 percent. The ~~decrease~~decline in financing revenue primarily reflects the wind down of ~~the~~ OEM IT Commercial Financing ~~operations.~~operations. The decline in operating lease revenue was due to a lower average asset balance ~~when~~ compared to the same period in the prior year.

Net margin in the first ~~quarter~~six months of 2020 ~~net margin, which is calculated as revenue minus financing costs and depreciation of equipment under operating lease,~~ was ~~$201~~$378 million, a decrease of ~~$76 million, or 27.6~~25.5 percent when compared to the same period in 2019. The decline in revenue was partially offset by decreases in financing cost and depreciation expense of $119 million and $29 million, respectively, when compared to the same period in the prior year. The decrease in financing cost was due to a lower average ~~asset balances~~debt balance and lower interest rates. The decline in depreciation expense was driven by lower average operating lease asset balances. Net margin ~~percentage~~ of ~~59.6~~61.4 percent in the first ~~quarter~~six months of 2020 increased ~~2.2~~4.5 points as compared to the same period in 2019.

Total expense and other (income) of ~~$72~~$145 million in the first ~~quarter~~six months of 2020 decreased ~~$11~~$32 million, or ~~13.7~~18.1 percent, compared to the same period in 2019.

Pre-tax income of ~~$128~~$232 million in the first ~~quarter~~six months of 2020 decreased ~~33.6~~29.5 percent as compared to the first ~~quarter~~six months of 2019. The pre-tax income margin in the first ~~quarter~~six months of 2020 of ~~38.2~~37.8 percent ~~decreased on a year-to-year basis~~increased year to year by ~~1.9~~0.8 points.

The effective tax rate was ~~negative 10.1~~0.8 percent in the first ~~quarter~~six months of 2020, a decrease of 51.7 points compared to ~~77.5 percent in~~ the first ~~quarter~~six months of 2019. The year-to-year change in the effective tax rate was primarily driven by a $40 million discrete tax benefit in the first quarter of 2020, attributable to a valuation allowance release on deferred tax assets, as compared to an additional tax expense of $116 million in the first quarter of 2019 related to U.S. tax reform.

Net income of ~~$141~~$231 million increased ~~$98 million~~47.4 percent in the first ~~quarter~~six months of 2020 as compared to the same period in 2019. ~~Return~~In the first six months of 2020, net income margin of 37.5 percent increased 19.9 points on ~~equity was 22.1 percent~~a year-to-year basis.

Net cash provided by operating activities of $115 million in the first ~~quarter~~six months of 2020 ~~an increase of 16.8 points when compared to the prior-year period.~~

~~The company generated $84 million in cash flow from operating activities in the first quarter of 2020, a decrease of $3~~increased by $89 million when compared to the first ~~quarter~~six months of ~~2019.~~2019, primarily driven by lower net cash payments to IBM related to accounts payable and lower net cash income tax payments. Net cash provided by investing activities of ~~$2,356~~$3,339 million in the first ~~quarter~~six months of 2020 ~~increased $784~~decreased by $3,857 million when compared to the prior-year ~~period.~~period, primarily driven by a decrease in cash provided by short term financing receivables which reflects the wind down of OEM IT Commercial financing operations and a reduction to the cash invested with IBM in the prior year, partially offset by a sale of financing receivables. Net cash used ~~for~~in financing activities of ~~$2,505~~$3,415 million in the first ~~quarter~~six months of 2020 ~~increased $595~~was lower by $3,903 million when compared to the ~~first quarter~~prior-year period, primarily driven by lower net settlements of ~~2019.~~debt.

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Management Discussion – (continued)

Second Quarter and First ~~Quarter~~Six Months in Review

Results of Operations

Segment Details

The following is an analysis of the reportable segment results for the second quarter and first ~~quarter~~six months of 2020 versus the second quarter and first ~~quarter~~six months of 2019. The table below presents each reportable segment’s revenue, net margin, and pre-tax income results.


																Yr.-to-Yr.								Yr.-to-Yr.
							Yr.-to-Yr.		Three Months Ended							Percent/		Six Months Ended						Percent/
							Percent/		June 30,							Margin		June 30,						Margin
(Dollars in millions)							Margin		2020			2019				Change		2020			2019			Change
For the three months ended March 31:	2020			2019			Change
Client Financing
Revenue	$	279		$	322		(13.4)	%	$	244		$	292			(16.5)	%	$	522		$	614		(14.9)	%
Net margin		156			170		(8.3)	%		151			151			(0.1)	%		306			321		(4.4)	%
Net margin percentage		55.8	%		52.7	%	3.1	pts.		61.9	%		51.7	%		10.2	pts.		58.7	%		52.2	%	6.4	pts.
Pre-tax income	$	95		$	117		(18.4)	%	$	86		$	96			(10.4)	%	$	182		$	213		(14.5)	%
Pre-tax margin		34.2	%		36.3	%	(2.1)	pts.		35.3	%		32.9	%		2.4	pts.		34.9	%		34.7	%	0.2	pts.
Commercial Financing
Revenue	$	58		$	160		(63.9)	%	$	35		$	118			(70.1)	%	$	93		$	278		(66.6)	%
Net margin		45			107		(58.1)	%		27			79			(66.5)	%		72			187		(61.7)	%
Net margin percentage		77.9	%		67.0	%	10.9	pts.		75.3	%		67.3	%		8.0	pts.		76.9	%		67.1	%	9.8	pts.
Pre-tax income	$	33		$	76		(56.8)	%	$	18		$	40			(55.7)	%	$	50		$	116		(56.9)	%
Pre-tax margin		57.1	%		47.7	%	9.4	pts.		50.7	%		34.2	%	��	16.5	pts.		53.8	%		41.8	%	12.0	pts.
Total Segments
Revenue	$	337		$	482		(30.2)	%	$	279		$	410			(32.0)	%	$	615		$	892		(31.0)	%
Net margin		201			277		(27.6)	%		177			230			(23.0)	%		378			507		(25.5)	%
Net margin percentage		59.6	%		57.4	%	2.2	pts.		63.6	%		56.2	%		7.4	pts.		61.4	%		56.9	%	4.5	pts.
Pre-tax income	$	128		$	193		(33.6)	%	$	104		$	136			(23.8)	%	$	232		$	330		(29.5)	%
Pre-tax margin		38.2	%		40.1	%	(1.9)	pts.		37.2	%		33.2	%		4.0	pts.		37.8	%		36.9	%	0.8	pts.

Client Financing

Client Financing revenue of ~~$279~~$244 million in the ~~first~~second quarter of 2020 ~~decreased $43~~declined $48 million, or ~~13.4~~16.5 percent, as compared to the same period in 2019. The ~~decrease was driven by declines in financing revenue and operating lease revenue of $23 million and $20 million, respectively. The decrease in financing revenue~~decline was driven by lower yields and ~~average asset balance, and the decrease~~a decline in operating lease revenue ~~was~~of $16 million. Client Financing revenue of $522 million in the first six months of 2020 declined $92 million, or 14.9 percent, as compared to the same period in 2019, primarily driven by lower yields and a ~~lower average asset balance~~decline in operating lease revenue of $36 million.

Net margin was essentially flat in the ~~current-year period.~~ ~~Yields from any category of assets are~~second quarter as compared to the ~~company’s rate of return on these assets~~prior-year period and ~~are calculated by dividing income from these assets by the average assets during the period.~~

~~Net margin~~ decreased $14 million, or ~~8.3~~4.4 percent, for the six months ended June 30, 2020, as compared to the prior-year period. The decrease in net margin for the six-month period was ~~primarily~~ driven by the decline in revenue, partially offset by ~~year-to-year~~ decreases in interest expense and depreciation expense of ~~$15~~$48 million and ~~$14~~$29 million, respectively. The decrease in interest expense was mainly due to lower interest rates compared to the prior-year period.

Pre-tax income ~~in the first quarter of 2020~~ decreased ~~$21~~$10 million, or ~~18.4~~10.4 percent, and decreased $31 million, or 14.5 percent, as compared to the ~~same~~prior-year period, ~~in 2019.~~for the three- and six-month periods ended June 30, 2020, respectively. The year-to-year decrease for the three-month period was driven by higher provisions for credit losses of ~~$19~~$32 million and ~~the~~a decline in net margin, partially offset by an increase in gains on sale of ~~$14~~equipment of $18 million. The year-to-year decrease for the six-month period was driven by a decline in net margin and higher provisions for credit losses of $51 million, partially offset by ~~lower SG&A expenses of $7 million and~~ an increase in ~~profit from sales~~gains on sale of equipment ~~upon lease termination~~ of $6 million when compared to the prior-year period. The increase in provisions for credit losses was driven by higher unallocated reserves in EMEA in the current-year period. For additional information on provisions for credit losses, see note 6, “Financing Receivables, Receivables Purchased/Participated from IBM,” to the Consolidated Financial Statements.$24 million.

3234

Table of Contents

Management Discussion – (continued)

Commercial Financing

Commercial Financing revenue of ~~$58~~$35 million in the ~~first~~second quarter of 2020 ~~decreased $102~~declined $83 million, or ~~63.9 percent, when compared to the same period in 2019.~~

Net margin in the first quarter of 2020 decreased $62 million, or 58.1 percent, when compared to the same period in 2019, with the decline in revenue partially offset by lower interest expense of $40 million. The decline in revenue and lower interest expense primarily reflects the wind down of the OEM IT Commercial Financing operations.

~~Pre-tax income in the first quarter of 2020 decreased $43 million, or 56.8~~70.1 percent, as compared to the same period in ~~2019,~~2019. Commercial Financing revenue of $93 million in the first six months of 2020 declined $185 million, or 66.6 percent, as compared to the same period in 2019. The decline in both periods reflects the wind down of OEM IT Commercial Financing operations.

Net margin decreased $53 million, or 66.5 percent, and decreased $115 million, or 61.7 percent, as compared to the prior-year period, for the three- and six-month periods ended June 30, 2020, respectively. The decreases in both periods were driven by declines in revenue, partially offset by decreases in interest expense. The decreases in interest expense were due to a lower average debt balance and lower interest rates in the current-year periods.

Pre-tax income in the second quarter of 2020 decreased $22 million, or 55.7 percent, as compared to the same period in 2019. The year-to-year decrease was driven by a lower net margin, partially offset by lower SG&A expenses of $23 million. For the first six months of 2020, pre-tax income decreased $66 million, or 56.9 percent, as compared to the same period in 2019. The year-to-year decrease was driven by a lower net margin and ~~the~~a prior-year divestiture gain of $16 million, partially offset by lower SG&A expenses of ~~$23 million, which was~~$46 million. The decline in SG&A expense for the three and six months ended June 30, 2020 is in line with the ~~segment’s performance. For additional information on the divestiture, see note 4, “Divestiture,” to the Consolidated Financial Statements.~~wind down of OEM IT Commercial Financing operations.

Geographic Revenue

The following ~~table~~ provides revenue performance by ~~geography:~~geography.


					Yr.-to-Yr.						Yr.-to-Yr.
(Dollars in millions)					Percent						Percent
For the three months ended March 31:	2020		2019		Change
For the three months ended June 30:							2020		2019		Change
Revenue	$	337	$	482	(30.2)	%	$	279	$	410	(32.0)	%
Geographies
Americas	$	206	$	281	(26.7)	%	$	169	$	238	(29.2)	%
Europe/Middle East/Africa (EMEA)		75		127	(40.9)			60		100	(40.1)
Asia Pacific		56		74	(25.0)			50		71	(30.1)


					Yr.-to-Yr.
(Dollars in millions)					Percent
For the six months ended June 30:	2020		2019		Change
Revenue	$	615	$	892	(31.0)	%
Geographies
Americas	$	375	$	519	(27.8)	%
Europe/Middle East/Africa (EMEA)		135		227	(40.5)
Asia Pacific		106		146	(27.5)

Americas revenue of ~~$206~~$169 million decreased ~~$75~~$70 million, or ~~26.7~~29.2 percent, in the ~~first~~second quarter of 2020 ~~as compared to the same period in 2019, primarily driven by declines in financing revenue of $71 million.~~

~~EMEA revenue of $75 million decreased $52 million, or 40.9 percent, in the first quarter of 2020 as~~ compared to the same period in 2019, driven by declines in financing revenue of ~~$44~~$67 million. EMEA revenue of $60 million ~~as well as~~declined $40 million, or 40.1 percent, in the second quarter of 2020 compared to the same period in 2019, driven by declines in ~~operating lease~~financing revenue of $8$33 million.

Asia Pacific revenue of ~~$56~~$50 million decreased ~~$19~~$21 million, or ~~25.0~~30.1 percent, in the ~~first~~second quarter of 2020 when compared to the same period in 2019, driven by declines in financing revenue of ~~$11~~$14 million, as well as declines in operating lease revenue of $8$7 million.

Americas revenue of $375 million decreased $145 million, or 27.8 percent, in the first six months of 2020 compared to the first six months of the prior year, driven by declines in financing revenue of $138 million. EMEA revenue of $135 million declined $92 million, or 40.5 percent, driven by declines in financing revenue of $77 million. Asia Pacific revenue of $106 million decreased $40 million, or 27.5 percent, driven by declines in financing revenue of $25 million, as well as declines in operating lease revenue of $15 million.

Table of Contents

Management Discussion – (continued)

The ~~decline~~declines in financing revenue across all geographies for the three and six months ended June 30, 2020, primarily ~~reflects~~reflect the wind down of ~~the~~ OEM IT Commercial Financing operations.

Expense

Total Expense and Other (Income)


							Yr.-to-Yr.
							Percent/
(Dollars in millions)							Margin
For the three months ended June 30:	2020			2019			Change
Total expense and other (income)
Selling, general and administrative	$	77		$	97		(20.3)	%
Provisions for/(benefit from) credit losses		27			(8)		NM
Other (income) and expense		(31)			5		NM
Total expense and other (income)	$	74		$	94		(21.9)	%
Total expense-to-revenue ratio		26.4	%		23.0	%	3.4	pts.

NM - Not Meaningful


							Yr.-to-Yr.
							Percent/
(Dollars in millions)							Margin
For the six months ended June 30:	2020			2019			Change
Total expense and other (income)
Selling, general and administrative	$	151		$	194		(22.1)	%
Provisions for credit losses		45			(4)		NM
Other (income) and expense		(51)			(13)		294.0
Total expense and other (income)	$	145		$	178		(18.1)	%
Total expense-to-revenue ratio		23.6	%		19.9	%	3.7	pts.

NM - Not Meaningful

Total expense and other (income) of $74 million decreased $21 million, or 21.9 percent, in the second quarter of 2020 as compared to the same period in 2019. For the six months ended June 30, 2020, total expense and other (income) of $145 million decreased $32 million, or 18.1 percent, as compared to the prior-year period. 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 June 30:	2020		2019		Change
Selling, general and administrative expense:
Selling, general and administrative - other	$	36	$	38	(5.0)	%
Contracted services		4		5	(27.5)
Functional support services and other related party expenses		38		54	(30.2)
Total selling, general and administrative expense	$	77	$	97	(20.3)	%

3336

Table of Contents

Management Discussion – (continued)

~~Expense~~Selling, General and Administrative

~~Total Expense and Other (Income)~~

Yr.-to-Yr.

Percent/

(Dollars in millions)

Margin

For the three months ended March 31:

2020

2019

Change

Total expense and other (income)







Selling, general and administrative

$
74

$
97

(24.0)
%
Provisions for credit losses

19

4

367.5

Other (income) and expense

(21)

(18)

15.1

Total expense and other (income)

$
72

$
83

(13.7)
%
Total expense-to-revenue ratio

21.4
%

17.3
%
4.1
pts.


					Yr.-to-Yr.
(Dollars in millions)					Percent
For the six months ended June 30:	2020		2019		Change
Selling, general and administrative expense:
Selling, general and administrative - other	$	72	$	84	(14.5)	%
Contracted services		7		9	(14.5)
Functional support services and other related party expenses		72		102	(29.1)
Total selling, general and administrative expense	$	151	$	194	(22.1)	%

Total SG&A expense ~~and other (income) of $72 million~~ decreased ~~$11~~$20 million, or ~~13.7~~20.3 percent, in the ~~first~~second quarter of 2020 as compared to the ~~same period in~~second quarter of 2019. ~~For additional information regarding total expense~~Functional support services decreased $16 million and other ~~(income), see~~SG&A decreased $2 million, when compared to the ~~following analyses by category.~~

~~Selling, General and Administrative~~

Yr.-to-Yr.

(Dollars in millions)

Percent

For the three months ended March 31:

2020

2019

Change

Selling, general and administrative expense:







Selling, general and administrative - other

$
36

$
46

(21.7)
%
Contracted services

4

3

5.0

Functional support services and other related party expenses

34

48

(28.3)

Total selling, general and administrative expense

$
74

$
97

(24.0)
%

prior-year period. Total SG&A expense decreased ~~$23~~$43 million, or ~~24.0~~22.1 percent, in the first ~~quarter~~six months of 2020 as compared to the ~~first quarter of 2019. Functional~~prior-year period, driven by a decline in functional support services and other SG&A ~~decreased $13~~of $30 million and ~~$10~~$12 million ~~respectively, when compared to the prior-year period,~~respectively. The declines in ~~line with~~functional support services and other SG&A in both periods reflect the wind down of ~~the~~ OEM IT Commercial Financing operations. For additional information on functional support services, see note 14, “Relationship with IBM and Related Party Transactions,” to the Consolidated Financial Statements.

Provision for Credit Losses

Provisions for credit losses increased ~~$15~~$34 million and $49 million for the three- and six-month periods ended June 30, 2020, respectively, as compared to the prior-year periods. The increase in the ~~first~~second quarter of 2020 ~~when compared to~~was primarily driven by higher specific and unallocated reserves in Americas. The increase for the first ~~quarter~~six months of ~~2019,~~2020 was primarily driven by higher unallocated and specific reserves in ~~EMEA~~Americas and higher unallocated reserves in ~~the current-year period.~~EMEA. For additional information on provisions for credit losses, see note 6, “Financing Receivables, Receivables Purchased/Participated from IBM,” to the Consolidated Financial Statements.

Other (Income) and Expense


					Yr.-to-Yr.
(Dollars in millions)					Percent
For the three months ended June 30:	2020		2019		Change
Other (income) and expense:
Foreign currency transaction (gains)/losses	$	2	$	0	NM
(Gains)/losses on sale of equipment upon lease termination		(30)		(12)	150.2	%
Other expense and (income)		(3)		17	NM
Total other (income) and expense	$	(31)	$	5	NM	%

NM - Not Meaningful

Other (Income) and Expense


					Yr.-to-Yr.
(Dollars in millions)					Percent
For the six months ended June 30:	2020		2019		Change
Other (income) and expense:
Foreign currency transaction (gains)/losses	$	(8)	$	1	NM
(Gains)/losses on sale of equipment upon lease termination		(44)		(19)	127.0	%
Other expense and (income)		0		5	(90.8)
Total other (income) and expense	$	(51)	$	(13)	294.0	%

NM - Not Meaningful

3437

Table of Contents

Management Discussion – (continued)

~~Other (Income) and Expense~~

Yr.-to-Yr.

(Dollars in millions)

Percent

For the three months ended March 31:

2020

2019

Change

Other (income) and expense:







Foreign currency transaction (gains)/losses

$
(10)

$
1

NM

(Gains)/losses on derivative instruments

—

—

NM

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

(14)

(7)

88.3
%
Other expense and (income)

3

(11)

NM

Total other (income) and expense

$
(21)

$
(18)

15.1
%

~~NM - Not Meaningful~~

Other (income) and expense was ~~$21~~$31 million of income in the second quarter of 2020, as compared to $5 million of expense in the same period of 2019. Other (income) and expense was $51 million of income in the first ~~quarter~~six months of 2020 ~~an increase~~as compared to $13 million of ~~$3 million when compared to~~income in the same period of 2019. The year-to-year improvement for the three and six months ended June 30, 2020, was primarily driven by ~~higher foreign currency transaction gains of $11 million and~~ higher gains from sales of equipment returned from lease and was in line with the wind down of ~~$6 million,~~OEM IT Commercial Financing operations. For the six-month period ended June 30, 2020, the year-to-year improvement was partially offset by ~~the prior-year~~a pre-tax gain of $16 million from divested commercial financing ~~capabilities. For additional information on~~capabilities in the ~~divestiture, see note 4, “Divestiture,” to the Consolidated Financial Statements.~~prior year.

Taxes

For the three months ended ~~March 31,~~June 30, 2020, the company recorded a ~~benefit~~provision for income taxes of ~~$13~~$15 million and an effective tax rate of ~~negative 10.1~~14.2 percent compared to a provision of ~~$150~~$23 million and an effective tax rate of ~~77.5~~17.0 percent for the three months ended ~~March 31,~~June 30, 2019. For the six-month period ended June 30, 2020, the company reported a provision for income taxes of $2 million and an effective tax rate of 0.8 percent compared to a provision of $173 million and an effective tax rate of 52.5 percent for the same period in 2019. The year-to-year change in the effective tax rate for the six-month period ended June 30, 2020 was primarily driven by a $40 million discrete tax benefit in the first quarter of 2020, attributable to a valuation allowance release on deferred tax assets, as compared to an additional tax expense of $116 million in the first quarter of 2019 related to U.S. tax reform.

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,~~June 30, 2020 of $10 million remained unchanged when compared to December 31, 2019.

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 2020~~ would have been $6$14 million and $19 million higher in the three and six months ended June 30, 2020, as compared to ~~$13~~$11 million and $24 million higher ~~for the period ended March 31, 2019, due to a difference~~ in the ~~calculation of~~three and six months ended June 30, 2019, respectively, due to the “Global Intangible Low-Taxed Income” provision. For additional information, see note 1, “Basis of Presentation.”

3538

Table of Contents

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 sales-type 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 short-term receivables 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 14, “Relationship with IBM and Related Party Transactions.”

Total assets of ~~$25,700~~$25,389 million at ~~March 31,~~June 30, 2020 declined ~~$2,712~~$3,023 million (including a decrease of ~~$621~~$415 million from currency) as compared to year-end 2019, primarily driven by:

●

A decline in total financing receivables of ~~$2,927~~$3,411 million (including a decrease of ~~$481~~$334 million from currency), primarily driven by a decline in ~~Commercial~~Client Financing receivables of ~~$1,391~~$1,914 million and a decline in ~~Client~~Commercial Financing receivables of ~~$1,336~~$1,367 million. These declines are primarily seasonal, resulting from collections of higher year-end balances. The decline in Client Financing receivables also includes sales of receivables of $711 million which qualified as true sales. For additional information relating to the sale of financing receivables, see note 6, “Financing Receivables, Receivables Purchased/Participated from IBM,” to the Consolidated Financial Statements.

At ~~March 31,~~June 30, 2020 substantially all Client Financing and Commercial Financing assets were IT related and approximately 5958 percent of the ~~company’s~~ total ~~asset~~ portfolio, excluding financing receivables from IBM and receivables purchased from IBM, was with investment grade clients with no ~~direct~~ exposure to consumers, ~~an increase~~a decrease of 32 points year to year. This investment grade percentage is based on the credit ratings of the companies in the ~~portfolio.~~portfolio and reflect mitigating credit enhancement actions taken by the customer, which reduces the risk to the company.

The company has a long-standing practice of taking ~~mitigating~~mitigation actions, in certain circumstances, to transfer credit risk to third ~~parties, including~~parties. These actions may include credit insurance, financial guarantees, ~~non-recourse~~nonrecourse borrowings, transfers of receivables recorded as true sales in accordance with accounting guidance or sales of equipment under operating lease.

Total liabilities of ~~$23,255~~$23,046 million at ~~March 31,~~June 30, 2020 decreased ~~$2,470~~$2,680 million (including a decrease of ~~$437~~$298 million from currency), as compared to year-end 2019, primarily driven by:

●

A decrease in total debt of ~~$2,659~~$3,230 million (including a decrease of ~~$315~~$230 million from currency), including a decrease in debt payable to IBM of ~~$2,218~~$2,637 million and a decrease in debt with third parties of ~~$441~~$592 million. The decline in the first ~~quarter~~six months of 2020 was driven by lower funding requirements associated with financing ~~receivables.~~receivables; partially offset by

●

An increase in accounts payable to IBM of $595 million (including an increase of $34 million from currency).

Total member’s interest of ~~$2,445~~$2,343 million at ~~March 31,~~June 30, 2020 ~~decreased $241~~declined by $342 million as compared to year-end 2019, primarily driven by:

●

~~Foreign currency translation loss~~Cash distributions to IBM of ~~$174~~$411 million,

●

~~A cash distribution to IBM~~Foreign currency translation loss of ~~$169 million,~~$120 million; and

●

Adoption of the ~~new~~ guidance ~~for~~on current expected credit losses of $41 million; partially offset by

●

Net income for the first ~~three~~six months of 2020 of ~~$141~~$231 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. The company believes that the estimated values of financing asset originations disclosed in the table below provide insight into the

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~~Management Discussion – (continued)~~

potential future cash flows and earnings of the company. This insight is used by management as a tool to monitor business performance and is viewed as useful decision-making information for users of the financial statements.

The Client Financing origination values presented below include participations and 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



							Three Months Ended				Yr.-to-Yr.		Six Months Ended				Yr.-to-Yr.
					Yr.-to-Yr.		June 30,				Percent		June 30,				Percent
(Dollars in millions)					Percent		2020		2019		Change		2020		2019		Change
For the three months ended March 31:	2020		2019		Change
Client Financing	$	3,101	$	3,018	2.8	%	$	3,470	$	3,010	15.3	%	$	6,571	$	6,028	9.0	%
Commercial Financing		3,234		17,391	(81.4)	%		3,140		9,045	(65.3)	%		6,374		26,436	(75.9)	%
Total originations	$	6,335	$	20,409	(69.0)	%	$	6,610	$	12,054	(45.2)	%	$	12,945	$	32,463	(60.1)	%

In the ~~first~~second quarter of 2020, the company originated ~~$3,101~~$3,470 million of Client Financing receivables as compared to ~~$3,018~~$3,010 million in the second quarter of 2019. The company originated $6,571 million of Client Financing receivables in the first six months of 2020 as compared to $6,028 million in the first six months of 2019. The increases of $460 million and $543 million in the second quarter ~~of 2019, mainly~~and first six monthsended June 30 2020, respectively, were driven by ~~stronger~~higher lease and services volumes partially offset by decreases in OEM volumes, as compared to the same periods in the prior year. The higher lease volumes in the current year ~~due~~are driven by higher participation in IBM Z and reflects IBM’s Systems performance in relation to ~~client migration to the IBM z15 mainframe.~~their product cycle.

In the ~~first~~second quarter of 2020, the company originated ~~$3,234~~$3,140 million of Commercial Financing receivables as compared to ~~$17,391~~$9,045 million in the second quarter of 2019. The company originated $6,374 million of Commercial Financing receivables in the first six months of 2020 as compared to $26,436 million in the first six months of 2019. The decreases of $5,905 million and $20,062 million in the second quarter ~~of 2019, which primarily reflects~~and first six months, respectively, as compared to the same periods in the prior year, reflect the wind down of ~~the~~ OEM IT Commercial Financing operations.

Segment Assets



					Yr.-to-Date						Yr.-to-Date
(Dollars in millions)	At March 31,		At December 31,		Percent		At June 30,		At December 31,		Percent
Client Financing	2020		2019		Change		2020		2019		Change
Financing receivables, net	$	12,641	$	13,978	(9.6)	%	$	12,064	$	13,978	(13.7)	%
Equipment under operating leases, net		177		212	(16.3)			154		212	(27.3)
Financing receivables from IBM		3,771		3,870	(2.6)			3,735		3,870	(3.5)
Receivables participated from IBM, net		4,186		4,303	(2.7)			4,312		4,303	0.2
Total assets	$	20,775	$	22,362	(7.1)	%	$	20,266	$	22,362	(9.4)	%


					Yr.-to-Date						Yr.-to-Date
(Dollars in millions)	At March 31,		At December 31,		Percent		At June 30,		At December 31,		Percent
Commercial Financing	2020		2019		Change		2020		2019		Change
Financing receivables, net	$	1,996	$	3,387	(41.1)	%	$	2,020	$	3,387	(40.4)	%
Receivables purchased from IBM, net		72		56	28.4			50		56	(10.8)
Total assets	$	2,068	$	3,443	(39.9)	%	$	2,070	$	3,443	(39.9)	%

The ~~decreases~~decrease in Client Financing ~~and Commercial Financing~~ assets of ~~$1,587~~$2,096 million ~~and $1,375 million, respectively,~~ at ~~March 31,~~June 30, 2020 as compared to December 31, 2019 ~~were primarily~~was driven by cash collections of financing receivables in excess of new originations, as a result of higher year-end ~~balances.~~balances,

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Management Discussion – (continued)

and by the company’s sale of certain financing receivables in the second quarter of 2020. For additional information on the sale of receivables, see note 6, “Financing Receivables, Receivables Purchased/Participated from IBM.”

The ~~company’s~~Client Financing receivables portfolio at ~~March 31,~~June 30, 2020 represented the following industry profile: Financial (35 percent), Manufacturing (16 percent), Government (13 percent), Services ~~(11~~(12 percent), Retail (7 percent), Communications (6 percent), ~~Healthcare~~Other (6 percent), and ~~Other (6~~Healthcare (5 percent).

The ~~company’s~~Client Financing receivables portfolio at December 31, 2019 represented the following industry profile: Financial (36 percent), Manufacturing (15 percent), Government (13 percent), Services (11 percent), Retail (7 percent), Communications (6 percent), Healthcare (6 percent) and Other (5 percent).

~~Table~~The decrease in Commercial Financing assets of ~~Contents~~$1,373 million at June 30, 2020 as compared to December 31, 2019,was primarily driven by cash collections of financing receivables in excess of new originations, as a result of higher year-end balances.

~~Management Discussion – (continued)~~

The assets of the company were financed with ~~$21,436~~$20,865 million of total debt at ~~March 31,~~June 30, 2020, as compared to $24,095 million of debt at December 31, 2019.

Financing Receivables and Allowances

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


	At March 31,			At December 31,			At June 30,			At December 31,
(Dollars in millions)	2020			2019			2020			2019
Amortized cost/Recorded investment (1)(2)	$	19,074		$	21,301		$	18,650		$	21,301
Specific allowance for credit losses		100			114			124			114
Unallocated allowance for credit losses		79			42			79			42
Total allowance for credit losses		179			155			203			155
Net financing receivables	$	18,896		$	21,145		$	18,447		$	21,145
Allowance for credit losses coverage		0.9	%		0.7	%		1.1	%		0.7	%

(1)	Prior to the January 1, 2020 adoption of the guidance on current expected credit losses, presentation was recorded investment, subsequent to adoption presentation is amortized cost.

(2)

The amortized cost basis of a financial asset represents the original amount of the financing receivable (including residual value), adjusted for unearned income, deferred initial direct costs, cash collected, write-offs and any foreign exchange adjustments. Recorded investment excluded residual value.

~~The~~Upon the adoption of the guidance on current expected credit losses, the percentage of financing receivables reserved increased from 0.7 percent at December 31, 2019, to 0.9 percent at ~~March 31, 2020.~~January 1, 2020, primarily driven by a 75.3 percent increase in unallocated reserves. The percentage of financing receivables reserved increased from 0.9 percent at January 1, 2020, to 1.1 percent at June 30, 2020, which included an increase in unallocated reserves ~~was impacted by the adoption~~ of ~~the guidance on credit losses in the current year.~~8.7 percent. Specific reserves ~~decreased 12.0~~increased 8.9 percent from $114 million at December 31, 2019, to ~~$100~~$124 million at ~~March 31, 2020, primarily driven by write-offs of receivables previously reserved and foreign currency translation.~~June 30, 2020.

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Management Discussion – (continued)

Roll Forward of Financing Receivables Allowance for Credit Losses

(Dollars in millions)


January 1, 2020 *	January 1, 2020 *	Additions / (Releases) **		Write-offs ***		Other +		March 31, 2020		January 1, 2020 *	Additions / (Releases) **		Write-offs ***		Other +		June 30, 2020
$	193	$	14	$	(16)	$	(13)	$	179	193	$	37	$	(17)	$	(10)	$	203

*	Opening balance does not equal the allowance at December 31, 2019 due to the adoption of the guidance ~~for the allowance for~~on current expected credit losses. Refer to note 2, “Accounting Changes,” for additional information.

**Additions for Allowance for Credit Losses are charged to expense.

***	Refer to note A, “Significant Accounting Policies,” in the company’s 2019 ~~form~~Form 10-K for additional information regarding allowance for credit loss write-offs.

+	Primarily represents translation adjustments.

Expected credit loss expense (including impacts from off-balance sheet commitments which are recorded in other liabilities) was an addition of ~~$19~~$27 million for the three months ended ~~March 31,~~June 30, 2020 as compared to a release of $8 million for the same period in 2019. The increase was primarily driven by higher specific and unallocated reserves in Americas in the second quarter.

Expected credit loss expense (including impacts from off-balance sheet commitments which are recorded in other liabilities) was an addition of $45 million for the six months ended June 30, 2020 as compared to a release of $4 million for the same period in 2019. The increase was primarily driven by higher unallocated and specific reserves in Americas and higher unallocated reserves in EMEA in the current-year period.

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.

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

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~~Management Discussion – (continued)~~

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 ~~sales-type and~~ direct financing ~~leases, as well as~~and operating leases at ~~March 31,~~June 30, 2020 and December 31, 2019. 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,~~June 30, 2020 and December 31, 2019, is expected to be returned to the company.

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Management Discussion – (continued)

Unguaranteed Residual Value


	At			At			Estimated Run Out of March 31, 2020 Balance								At			At			Estimated Run Out of June 30, 2020 Balance
	December 31,			March 31,									2023 and		December 31,			June 30,									2023 and
(Dollars in millions)	2019			2020			2020		2021		2022		Beyond		2019			2020			2020		2021		2022		Beyond
Sales-type and direct financing leases	$	531		$	502		$	68	$	124	$	169	$	141	$	531		$	451		$	43	$	105	$	154	$	150
Operating leases		84			72			43		22		4		3		84			68			41		20		4		3
Total unguaranteed residual value	$	615		$	574		$	111	$	146	$	173	$	143	$	615		$	519		$	83	$	125	$	158	$	152
Related original amount financed	$	9,048		$	8,400										$	9,048		$	7,615
Percentage		6.8	%		6.8	%										6.8	%		6.8	%

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- 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,~~at June 30, 2020 was primarily comprised of loans from IBM.

~~The company’s~~At June 30, 2020, the debt-to-equity ratio was ~~8.8~~8.9 to 1 ~~at March 31, 2020,~~ as compared to 9.0 to 1 at December 31, ~~2019 and 9.1 to 1 at March 31,~~ 2019. Refer to ~~page 42 regarding~~ the company’s debt-to-equity ~~ratio.~~ratio on page 46 for additional information.

~~In the first quarter of 2020, the~~The company made a cash ~~distribution~~distributions to IBM of ~~$169 million.~~$242 million and $411 million, respectively for the three and six months ended June 30, 2020. The future amount of total 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,~~At June 30, 2020, there was no commercial paper outstanding.

~~The~~On July 2, 2020, IBM and the company ~~has~~entered into a new $2.5 billion 364-day Credit Agreement to replace the existing $2.5 billion 364-day Credit Agreement, and aalso extended the maturity date of the existing $2.5 billion Three-Year Credit Agreement ~~with~~(together, the Credit Agreements). The new maturity dates offor the 364-day and Three-Year Credit Agreements are July ~~16, 2020~~1, 2021 and July 20, ~~2022,~~2023, respectively. As of ~~March 31,~~June 30, 2020, the company ~~has~~had no borrowings outstanding against ~~these~~the Credit Agreements.

In the second quarter of 2020, the company sold $711 million of Client Financing receivables which qualified as true sales and resulted in a benefit to cash flows from investing activities of $715 million for the three and six months ended June 30, 2020.

The major rating agencies’ ratings on the company’s debt securities at ~~March 31,~~June 30, 2020 appear in the following table and remain unchanged from December 31, 2019.


	STANDARD	MOODY’S
	AND	INVESTORS
	POOR’S	SERVICE
Long-term debt	A	A2
Commercial paper	A-1	Prime-1

IBM and IBM Credit LLC remain committed to a target leverage profile consistent with a mid to high single A credit rating within a couple of years.

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Management Discussion – (continued)

IBM Credit will continue with a disciplined financial policy and is committed to maintaining strong investment grade credit ratings. 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.

In July 2017, the UK's Financial Conduct Authority, which regulates the London Interbank Offered Rate (LIBOR), announced that it intends to phase out LIBOR by the end of 2021. Various central bank committees and working groups continue to discuss replacement of benchmark rates, the process for amending existing LIBOR-based contracts, and the potential economic impacts of different alternatives. The Alternative Reference Rates Committee has identified the Secured Overnight Financing Rate (SOFR) as its preferred alternative rate for USD LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. The use of LIBOR is primarily within the company's Commercial Financing segment where agreements are short term in nature and generally range from 30 to 90 days. ~~It is still uncertain when the transition from LIBOR to another reference rate will occur or whether SOFR will become the accepted market alternative to LIBOR.~~ The company continues to evaluate the potential impact of the replacement of the LIBOR benchmark interest rate, including risk management, internal operational readiness and monitoring the FASB standard-setting process for additional updates to address financial reporting issues that might arise in connection with transition from LIBOR to a new benchmark rate.

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 2019 Form 10-K filed with the SEC on February 28, 2020.

Cash Flow and Liquidity Trends


(Dollars in millions)
For the three months ended March 31:	2020		2019
For the six months ended June 30:					2020		2019
Net cash provided by operating activities	$	84	$	88	$	115	$	26
Net cash provided by investing activities		2,356		1,572		3,339		7,197
Net cash used in financing activities		(2,505)		(1,910)		(3,415)		(7,318)

At March 31:	2020		2019
At June 30:					2020		2019
Cash and cash equivalents	$	1,601	$	1,573	$	1,717	$	1,732
Cash invested with IBM, available on-demand (1)		736		282		781		327
Committed credit facilities (2)		5,000		5,000		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 Balance Sheet and the Consolidated Statement of Cash Flows. For additional information, see note 14, “Relationship with IBM and Related Party Transactions,” to the Consolidated Financial Statements.

(2)	The Credit Agreements were entered into and amended on July ~~18, 2019.~~2, 2020.

Net cash provided by operating activities in the first ~~three~~six months of 2020 ~~decreased~~increased by $3$89 million as compared to the first ~~three~~six months of 2019 primarily driven by ~~higher~~lower net cash payments to IBM ~~for taxes payable; partially offset by higher~~related to accounts payable and lower net ~~income.~~cash income tax payments.

Net cash provided by investing activities in the first ~~three~~six months of 2020 ~~increased~~decreased by ~~$784~~$3,857 million as compared to the first ~~three~~six months of 2019 primarily driven by the following factors:

●

~~Financing~~Short term financing receivables were a net source of cash of ~~$2,537~~$1,575 million and $4,884 million in the first ~~three~~six months of 2020 ~~in comparison to a net use of cash of $150 million in the same period of 2019.~~and 2019, respectively. The year-to-year change of ~~$2,687~~$3,308 million reflects the wind down of OEM IT Commercial Financing operations; and

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Management Discussion – (continued)

million was primarily driven by lower settlements of client and commercial financing asset originations to IBM, which beginning in the second half of 2019, were largely settled in the same period, partially offset by

●

A decrease in cash provided by other receivables with IBM of ~~$2,042~~$1,993 million driven by a use of cash of ~~$304~~$296 million in the first ~~quarter~~six months of 2020, as compared to a source of cash of ~~$1,738~~$1,697 million in the first ~~quarter~~six months of 2019. The decline reflects a reduction to the levels of cash invested with IBM in the prior year; partially offset by

●

Proceeds from the sale of financing receivables of $715 million in the current year.

Net cash used in financing activities in the first ~~three~~six months of 2020 ~~increased~~was lower by ~~$595~~$3,903 million as compared to the first ~~three~~six months of 2019 primarily driven by the following factors:

●

~~An increase~~A decrease in net cash used in debt transactions of ~~$796~~$3,373 million due to lower funding requirements associated with financing receivables; ~~partially offset by~~and

●

A decrease in net cash distributions to IBM of ~~$201 million.~~$531 million, which reflects the company's objective of achieving a target debt-to-equity ratio of 9 to 1.

Debt


	At March 31,		At December 31,		At June 30,		At December 31,
(Dollars in millions)	2020		2019		2020		2019
Short-term debt
Debt	$	271	$	633	$	245	$	633
Debt payable to IBM		6,210		8,194		5,938		8,194
Total short-term debt	$	6,480	$	8,827	$	6,184	$	8,827

Long-term debt
Debt	$	6,438	$	6,517	$	6,312	$	6,517
Debt payable to IBM		8,517		8,751		8,370		8,751
Total long-term debt	$	14,956	$	15,268	$	14,682	$	15,268
Total debt	$	21,436	$	24,095	$	20,865	$	24,095

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. The decrease in total debt during the first ~~three~~six months of 2020 was primarily due to lower funding

requirements associated with financing receivables.

The company utilizes certain of its financing receivables as collateral for non-recourse borrowings. Financing receivables pledged as collateral for these borrowings was ~~$914~~$758 million at ~~March 31,~~June 30, 2020 and $1,062 million at December 31, 2019.

For additional information on the company’s debt and debt payable to IBM, see note 8, “Borrowings,” to the Consolidated Financial Statements.

The company’s interest rate and foreign currency rate risk management policies and procedures are discussed in note 12, “Derivative Financial Instruments.”

Interest on Debt

The company recognized interest expense of ~~$94~~$72 million inand $166 million for the three and six months ended ~~March 31,~~June 30, 2020, respectively, of which ~~$49~~$35 million and $84 million was interest expense on debt payable to ~~IBM.~~IBM in each of those periods, respectively. The company recognized interest expense of ~~$150~~$135 million inand $285 million for the three and six months ended ~~March 31,~~ 2019, respectively, of which ~~$74~~$58 million and $131 million was interest expense on debt payable to ~~IBM.~~

IBM in each of those periods, respectively.

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Management Discussion – (continued)

The decrease in interest expense in the second quarter and first ~~three~~six months of 2020 ~~versus~~as compared to the same ~~period~~periods in 2019 was driven by a lower average debt ~~balances~~balance and a decrease in interest rates on both internal and external borrowings. Interest expense is presented in cost of financing in the Consolidated Income Statement.

For additional information on interest expense, see note 8, “Borrowings,” to the Consolidated Financial Statements.

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,		At June 30,		At December 31,
	2020		2019		2020		2019
Debt-to-equity ratio*	8.8	x	9.0	x	8.9	x	9.0	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 ~~8.8~~8.9 to 1 at ~~March 31,~~June 30, 2020, as compared to the debt-to-equity ratio of ~~9.0~~9 to 1 at December 31, 2019. Total member’s interest of ~~$2,445~~$2,343 million declined by ~~$241~~$342 million, or ~~9.0~~12.8 percent, while total debt of ~~$21,436~~$20,865 million, decreased ~~$2,659~~by $3,230 million, or ~~11.0~~13.4 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, IBM Global Financing’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- and long-term debt markets as an issuer in the capital markets and as a borrower from IBM. In 2020, the company made distributions to IBM of ~~$169~~$411 million. 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 total 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. 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 wound down the OEM IT portion of its Commercial Financing ~~operations. The company will continue~~operations and continues to provide differentiated end-to-end financing solutions, including commercial financing in support of IBM partner relationships.

IBM Credit has policies in place designed to manage the risks involved in financing, including credit losses, residual values, liquidity, currency and interest rates. These policies may also include credit insurance, financial guarantees, nonrecourse borrowings, transfers of receivables recorded as true sales in accordance with accounting guidance or sales of equipment under operating lease. In the second quarter of 2020, the company sold $711 million of Client Financing receivables which qualified as true sales. In addition, IBM Credit 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 the 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.~~

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Management Discussion – (continued)

company’s interest rate risk management policy, combined with its pricing strategy, should mitigate margin erosion due to changes in interest rates.

On March 11, 2020, the World Health Organization (WHO) declared the novel coronavirus (COVID-19) a global pandemic. This resulted in significant governmental measures being initiated around the globe, including travel bans and border closings, shelter-in-place orders, closures of non-essential businesses and social distancing requirements in efforts to slow down and control the spread of the virus.

The health of the company’s employees, clients, business partners and community remain its primary focus. The company is actively engaged to ensure its preparedness plans and response activities are aligned with recommendations of the WHO, the U.S. Centers for Disease Control and Prevention and governmental regulations.

The COVID-19 pandemic is an unprecedented, global challenge and it has placed every company in uncharted waters. The long-term economic effects of the pandemic remain unknown.

Financing originations, which determine the company’s financing asset base, are impacted by IBM’s product and services sales volumes and IBM Credit’s participation rates in those sales. IBM and IBM Credit’s client profile and annuity base provide some level of stability, not only in revenue, but also in profit and cash as the company manages through these challenging times. While Client Financing originations volumes have increased in the three and six months ended June 30, 2020, this quarter IBM experienced disruptions in transactional performance and volume reductions.

The current environment and macroeconomic uncertainty could impact the credit quality of the company’s receivables portfolio and the level of provision for credit losses. IBM Credit has applied, and will continue to apply its rigorous credit policies, particularly in industries and countries disrupted by COVID-19 as it relates to the origination of new business and the evaluation of the existing portfolio. The company will continue to take risk mitigation actions when necessary. While neither IBM nor IBM Credit are immune to business disruption, the client profile and annuity base provide some level of stability, not only in revenue, but also in profit and cash, as the company manages through these challenging times. The balance sheet remains strong with solid liquidity and access to the ~~short-term~~short- and long-term capital markets, as well as the support given by IBM’s overall liquidity position and access to capital markets. See note 14, “Relationship with IBM and Related Party Transactions,” for details on material arrangements between IBM Credit and IBM regarding support, operating, borrowing, licensing, service and other relationships.

For the period ended ~~March 31,~~June 30, 2020, the company assessed certain accounting-related matters that generally require consideration of current information reasonably available and utilized forecasted financial data ~~in the context of unknown~~to help assess future impacts to IBM as a result of the COVID-19 pandemic. The accounting matters assessed included but were not limited to, the allowances for credit losses, net investments in sales-type or direct financing leases and any significant lease modifications. These assessments did not result in any material impacts to the consolidated financial results as of and for the quarter ended ~~March 31,~~June 30, 2020. IBM Credit will continue to assess these matters in future periods. While 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, there can be no assurance that impacts will not be material to the consolidated financial results in future periods given the inherent uncertainty as it relates to the magnitude and/or duration of the pandemic.

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

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Management Discussion – (continued)

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 28, 2020 with the SEC or in materials incorporated therein or herein by reference. Except as required by law, 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.

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Part II. Other Information

Item 1. Legal Proceedings

Refer to note 10, “Contingencies,” on page 22 of this Form 10-Q.

Item 5. Other Information

On July 27, 2020, the company entered into the Second Amended and Restated Limited Liability Company Agreement with IBM GF International Holdings LLC, the sole equity member of the company, to clarify that, in accordance with Section 18-113 of the Delaware Limited Liability Company Act (i) for any action or transaction contemplated or governed by the agreement, an electronic transmission is equivalent to a written document, and (ii) whenever the agreement requires or permits a signature, the signature may be a manual, facsimile, conformed or electronic signature.

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Item 6. Exhibits

Exhibit Number	Description
3.2	The Second Amended and Restated Limited Liability Company Agreement of IBM Credit LLC, dated as of July 27, 2020.

31.1	Certification by principal executive officer pursuant to Rule 13-A-14(a) or 15-D-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification by principal financial officer pursuant to Rule 13A-14(1) or 15D-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification by principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification by principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	XBRL Instance Document - the instance document does not appear on the Interactive Data File because its XBRL tags are embedded within the Inline XBRL ~~document~~document.

101.SCH	XBRL Taxonomy Extension Schema ~~Document~~Document.

101.CAL	XBRL Taxonomy Extension Calculation Linkbase ~~Document~~Document.

101.DEF	XBRL Taxonomy Extension Definition Linkbase ~~Document~~Document.

101.LAB	XBRL Taxonomy Extension Label Linkbase ~~Document~~Document.

101.PRE	XBRL Taxonomy Extension Presentation Linkbase ~~Document~~Document.

104	Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL ~~document~~
		document.

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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:	~~May 1,~~July 29, 2020

		By:	/s/ Adam Wilson
			Adam Wilson
			Vice President, Finance

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	Three Months Ended March 31,
(Dollars in millions)	2020		2019
Revenue
Financing revenue	$	278	$	404
Operating lease revenue		58		78
Total revenue	$	337	$	482
Financing cost (related party cost of $49 in 2020 and $74 in 2019)	$	105	$	160
Depreciation of equipment under operating lease		31		45
Net margin	$	201	$	277
Expense and other (income)
Selling, general and administrative	$	74	$	97
Provision for credit losses		19		4
Other (income) and expense		(21)		(18)
Total expense and other (income)	$	72	$	83
Income before income taxes	$	128	$	193
Provision for/(benefit from) income taxes		(13)		150
Net income	$	141	$	43