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IBM International Business Machines

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, 2020

1-2360

(Commission file number)

INTERNATIONAL BUSINESS MACHINES CORPORATION

(Exact name of registrant as specified in its charter)

New York

13-0871985

(State of incorporation)

(IRS employer identification number)

One New Orchard Road

Armonk, New York

10504

(Address of principal executive offices)

(Zip Code)

914-499-1900

(Registrant’s telephone number)

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

Title of each class

    

Trading symbol

    

Name of each exchange
on which registered

Capital stock, par value $.20 per share

 

IBM

 

New York Stock Exchange

 

 

 

 

NYSE Chicago

2.750%  Notes due 2020

 

IBM 20B

 

New York Stock Exchange

1.875%  Notes due 2020

 

IBM 20A

 

New York Stock Exchange

0.500%  Notes due 2021

 

IBM 21B

 

New York Stock Exchange

2.625%  Notes due 2022

 

IBM 22A

 

New York Stock Exchange

1.250%  Notes due 2023

 

IBM 23A

 

New York Stock Exchange

0.375%  Notes due 2023

 

IBM 23B

 

New York Stock Exchange

1.125%  Notes due 2024

 

IBM 24A

 

New York Stock Exchange

2.875%  Notes due 2025

 

IBM 25A

 

New York Stock Exchange

0.950%  Notes due 2025

 

IBM 25B

 

New York Stock Exchange

0.875%  Notes due 2025

 

IBM 25C

 

New York Stock Exchange

0.300%  Notes due 2026

 

IBM 26B

 

New York Stock Exchange

1.250%  Notes due 2027

 

IBM 27B

 

New York Stock Exchange

0.300% Notes due 2028

IBM 28B

New York Stock Exchange

1.750%  Notes due 2028

 

IBM 28A

 

New York Stock Exchange

1.500%  Notes due 2029

 

IBM 29

 

New York Stock Exchange

1.750%  Notes due 2031

 

IBM 31

 

New York Stock Exchange

0.650% Notes due 2032

IBM 32A

New York Stock Exchange

1.200% Notes due 2040

IBM 40

New York Stock Exchange

7.00%    Debentures due 2025

 

IBM 25

 

New York Stock Exchange

6.22%    Debentures due 2027

 

IBM 27

 

New York Stock Exchange

6.50%    Debentures due 2028

 

IBM 28

 

New York Stock Exchange

7.00%    Debentures due 2045

 

IBM 45

 

New York Stock Exchange

7.125%  Debentures due 2096

 

IBM 96

 

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section l3 or l5(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 

The registrant had 887,891,957 shares of common stock outstanding at March 31, 2020.

Part I - Financial Information

Item 1. Consolidated Financial Statements:

INTERNATIONAL BUSINESS MACHINES CORPORATION

AND SUBSIDIARY COMPANIES

CONSOLIDATED INCOME STATEMENT

(UNAUDITED)

Three Months Ended March 31, 

(Dollars in millions except per share amounts)

    

2020

    

2019

Revenue:

 

  

 

  

Services

$

11,373

$

11,915

*

Sales

 

5,895

 

5,862

*

Financing

 

302

 

404

Total revenue

 

17,571

 

18,182

Cost:

 

  

 

  

Services

 

7,843

 

8,272

*

Sales

 

1,624

 

1,603

*

Financing

 

181

 

264

Total cost

 

9,649

 

10,139

Gross profit

 

7,922

 

8,043

Expense and other (income):

 

  

 

  

Selling, general and administrative

 

5,955

 

4,691

Research, development and engineering

 

1,625

 

1,433

Intellectual property and custom development income

 

(116)

 

(101)

Other (income) and expense

 

182

 

(73)

Interest expense

 

326

 

210

Total expense and other (income)

 

7,972

 

6,160

Income/(loss) from continuing operations before income taxes

 

(49)

 

1,883

Provision for/(benefit from) income taxes

 

(1,226)

 

289

Income from continuing operations

$

1,176

$

1,593

Income/(loss) from discontinued operations, net of tax

 

(1)

 

(2)

Net income

$

1,175

$

1,591

Earnings/(loss) per share of common stock:

 

  

 

  

Assuming dilution:

 

  

 

  

Continuing operations

$

1.31

$

1.78

Discontinued operations

 

0.00

 

0.00

Total

$

1.31

$

1.78

Basic:

 

  

 

  

Continuing operations

$

1.32

$

1.79

Discontinued operations

 

0.00

 

0.00

Total

$

1.32

$

1.79

Weighted-average number of common shares outstanding: (millions)

 

  

 

  

Assuming dilution

 

895.0

 

893.9

Basic

 

888.0

 

889.6

* Reclassified to conform to current period presentation. Refer to note 1, “Basis of Presentation,” for additional information.

(Amounts may not add due to rounding.)

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

3

INTERNATIONAL BUSINESS MACHINES CORPORATION

AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(UNAUDITED)

Three Months Ended March 31, 

(Dollars in millions)

    

2020

    

2019

Net income

$

1,175

$

1,591

Other comprehensive income/(loss), before tax:

 

  

 

  

Foreign currency translation adjustments

 

(919)

 

171

Net changes related to available-for-sale securities:

 

  

 

  

Unrealized gains/(losses) arising during the period

 

0

 

(1)

Reclassification of (gains)/losses to net income

 

 

Total net changes related to available-for-sale securities

 

0

 

(1)

Unrealized gains/(losses) on cash flow hedges:

 

  

 

  

Unrealized gains/(losses) arising during the period

 

(180)

 

(352)

Reclassification of (gains)/losses to net income

 

91

 

98

Total unrealized gains/(losses) on cash flow hedges

 

(90)

 

(254)

Retirement-related benefit plans:

 

  

 

  

Prior service costs/(credits)

 

(4)

 

Net (losses)/gains arising during the period

 

8

 

(4)

Curtailments and settlements

 

8

 

1

Amortization of prior service (credits)/costs

 

1

 

(3)

Amortization of net (gains)/losses

 

570

 

464

Total retirement-related benefit plans

 

582

 

458

Other comprehensive income/(loss), before tax

 

(427)

 

375

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

 

(260)

 

(67)

Other comprehensive income/(loss), net of tax

 

(686)

 

308

Total comprehensive income/(loss)

$

489

$

1,899

(Amounts may not add due to rounding.)

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

4

INTERNATIONAL BUSINESS MACHINES CORPORATION

AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEET

(UNAUDITED)

ASSETS

    

At March 31, 

    

At December 31, 

(Dollars in millions)

2020

    

2019

Assets:

 

  

 

  

Current assets:

 

  

 

  

Cash and cash equivalents

$

11,218

$

8,172

Restricted cash

 

152

 

141

Marketable securities

 

647

 

696

Notes and accounts receivable — trade (net of allowances of $337 in 2020 and $299 in 2019)

 

6,927

 

7,870

Short-term financing receivables (net of allowances of $186 in 2020 and $188 in 2019)

 

12,126

 

14,192

Other accounts receivable (net of allowances of $28 in 2020 and $33 in 2019)

 

1,616

 

1,733

Inventory, at lower of average cost or net realizable value:

 

 

  

Finished goods

 

298

 

220

Work in process and raw materials

 

1,488

 

1,399

Total inventory

 

1,786

 

1,619

Deferred costs

 

1,948

 

1,896

Prepaid expenses and other current assets

 

2,509

 

2,101

Total current assets

 

38,931

 

38,420

Property, plant and equipment

 

31,089

 

32,028

Less: Accumulated depreciation

 

21,464

 

22,018

Property, plant and equipment — net

 

9,626

 

10,010

Operating right-of-use assets — net

 

4,871

 

4,996

Long-term financing receivables (net of allowances of $52 in 2020 and $33 in 2019)

 

7,708

 

8,712

Prepaid pension assets

 

6,933

 

6,865

Deferred costs

 

2,459

 

2,472

Deferred taxes

 

8,782

 

5,182

Goodwill

 

57,517

 

58,222

Intangible assets — net

 

14,666

 

15,235

Investments and sundry assets

 

1,911

 

2,074

Total assets

$

153,403

$

152,186

(Amounts may not add due to rounding.)

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

5

INTERNATIONAL BUSINESS MACHINES CORPORATION

AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEET – (CONTINUED)

(UNAUDITED)

LIABILITIES AND EQUITY

    

At March 31, 

    

At December 31, 

(Dollars in millions except per share amount)

2020

    

2019

Liabilities:

Current liabilities:

 

  

 

  

Taxes

$

2,348

$

2,839

Short-term debt

 

11,642

 

8,797

Accounts payable

 

4,172

 

4,896

Compensation and benefits

 

3,029

 

3,406

Deferred income

 

13,377

 

12,026

Operating lease liabilities

 

1,327

 

1,380

Other accrued expenses and liabilities

 

4,777

 

4,357

Total current liabilities

 

40,673

 

37,701

Long-term debt

 

52,685

 

54,102

Retirement and nonpension postretirement benefit obligations

 

16,474

 

17,142

Deferred income

 

3,769

 

3,851

Operating lease liabilities

 

3,799

 

3,879

Other liabilities

 

15,874

 

14,526

Total liabilities

 

133,275

 

131,202

Equity:

 

 

  

IBM stockholders’ equity:

 

 

  

Common stock, par value $0.20 per share, and additional paid-in capital

 

56,092

 

55,895

Shares authorized: 4,687,500,000

 

 

  

Shares issued: 2020 - 2,238,932,461

 

 

  

2019 - 2,237,996,975

 

 

  

Retained earnings

 

162,626

 

162,954

Treasury stock - at cost

 

(169,437)

 

(169,413)

Shares: 2020 - 1,351,040,504

 

 

  

2019 - 1,350,886,521

 

 

  

Accumulated other comprehensive income/(loss)

 

(29,283)

 

(28,597)

Total IBM stockholders’ equity

 

19,999

 

20,841

Noncontrolling interests

 

129

 

144

Total equity

 

20,128

 

20,985

Total liabilities and equity

$

153,403

$

152,186

(Amounts may not add due to rounding.)

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

6

INTERNATIONAL BUSINESS MACHINES CORPORATION

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

$

1,175

$

1,591

Adjustments to reconcile net income to cash provided by operating activities

 

  

 

  

Depreciation

 

1,012

 

1,143

Amortization of intangibles

 

622

 

303

Stock-based compensation

 

189

 

113

Net (gain)/loss on asset sales and other

 

315

 

(176)

Changes in operating assets and liabilities, net of acquisitions/divestitures

 

1,162

 

1,785

Net cash provided by operating activities

 

4,476

 

4,759

Cash flows from investing activities:

 

  

 

  

Payments for property, plant and equipment

 

(630)

 

(539)

Proceeds from disposition of property, plant and equipment

 

46

 

81

Investment in software

 

(153)

 

(156)

Acquisition of businesses, net of cash acquired

 

(13)

 

(1)

Divestitures of businesses, net of cash transferred

 

26

 

33

Non-operating finance receivables — net

 

(20)

 

193

Purchases of marketable securities and other investments

 

(1,096)

 

(1,138)

Proceeds from disposition of marketable securities and other investments

 

938

 

674

Net cash provided by/(used in) investing activities

 

(902)

 

(853)

Cash flows from financing activities:

 

  

 

  

Proceeds from new debt

 

6,055

 

5,979

Payments to settle debt

 

(5,285)

 

(1,768)

Short-term borrowings/(repayments) less than 90 days — net

 

586

 

21

Common stock repurchases

 

 

(920)

Common stock repurchases for tax withholdings

 

(44)

 

(61)

Financing — other

 

13

 

9

Cash dividends paid

 

(1,440)

 

(1,397)

Net cash provided by/(used in) financing activities

 

(115)

 

1,863

Effect of exchange rate changes on cash, cash equivalents and restricted cash

 

(403)

 

(102)

Net change in cash, cash equivalents and restricted cash

 

3,057

 

5,668

Cash, cash equivalents and restricted cash at January 1

 

8,314

 

11,604

Cash, cash equivalents and restricted cash at March 31

$

11,371

$

17,272

(Amounts may not add due to rounding.)

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

7

INTERNATIONAL BUSINESS MACHINES CORPORATION

AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENT OF EQUITY

(UNAUDITED)

 

Common

Stock and

Accumulated

Additional

Other

Total IBM

Non-

Paid-in

Retained

Treasury

Comprehensive

Stockholders’

Controlling

Total

(Dollars in millions except per share amounts)

   

Capital

   

Earnings

   

Stock

   

Income/(Loss)

   

Equity

   

Interests

   

Equity

Equity - January 1, 2020

$

55,895

$

162,954

$

(169,413)

$

(28,597)

$

20,841

$

144

$

20,985

Cumulative effect of change in accounting principle*

(66)

(66)

(66)

Net income plus other comprehensive income/(loss):

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Net income

 

  

 

1,175

 

  

 

  

 

1,175

 

  

 

1,175

Other comprehensive income/(loss)

 

  

 

  

 

  

 

(686)

 

(686)

 

  

 

(686)

Total comprehensive income/(loss)

 

  

 

  

 

  

 

  

$

489

 

  

$

489

Cash dividends paid — common stock ($1.62 per share)

 

  

 

(1,440)

 

  

 

  

 

(1,440)

 

  

 

(1,440)

Common stock issued under employee plans (935,486 shares)

 

197

 

  

 

  

 

  

 

197

 

  

 

197

Purchases (310,454 shares) and sales (156,471 shares) of treasury stock under employee plans — net

 

  

 

3

 

(24)

 

  

 

(21)

 

  

 

(21)

Changes in noncontrolling interests

 

  

 

  

 

  

 

  

 

  

 

(15)

 

(15)

Equity – March 31, 2020

$

56,092

$

162,626

$

(169,437)

$

(29,283)

$

19,999

$

129

$

20,128

*Reflects the adoption of the FASB guidance on credit losses. Refer to note 2, “Accounting Changes.”

  

Common

  

  

  

  

  

  

Stock and

Accumulated

Additional

Other

Total IBM

Non-

Paid-in

Retained

Treasury

Comprehensive

Stockholders’

Controlling

Total

(Dollars in millions except per share amounts)

Capital

Earnings

Stock

Income/(Loss)

Equity

Interests

Equity

Equity - January 1, 2019

$

55,151

$

159,206

$

(168,071)

$

(29,490)

$

16,796

$

134

$

16,929

Net income plus other comprehensive income/(loss):

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Net income

 

  

 

1,591

 

  

 

  

 

1,591

 

  

 

1,591

Other comprehensive income/(loss)

 

  

 

  

 

  

 

308

 

308

 

  

 

308

Total comprehensive income/(loss)

 

  

 

  

 

  

 

  

$

1,899

 

  

$

1,899

Cash dividends paid — common stock ($1.57 per share)

 

  

 

(1,397)

 

  

 

  

 

(1,397)

 

  

 

(1,397)

Common stock issued under employee plans (1,391,989 shares)

 

137

 

  

 

  

 

  

 

137

 

  

 

137

Purchases (454,710 shares) and sales (82,862 shares) of treasury stock under employee plans — net

 

  

 

2

 

(50)

 

  

 

(48)

 

  

 

(48)

Other treasury shares purchased, not retired (6,856,678 shares)

 

  

 

  

 

(900)

 

  

 

(900)

 

  

 

(900)

Changes in other equity

(5)

(5)

(5)

Changes in noncontrolling interests

 

  

 

  

 

  

 

  

 

  

 

(8)

 

(8)

Equity - March 31, 2019

$

55,287

$

159,396

$

(169,021)

$

(29,182)

$

16,481

$

126

$

16,607

(Amounts may not add due to rounding.)

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

8

Table of Contents

Notes to Consolidated Financial Statements

1. Basis of Presentation:

The accompanying Consolidated Financial Statements and footnotes of the International Business Machines Corporation (IBM 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.

In the first quarter of 2020, the company realigned offerings and the related management system to reflect divestitures completed in the second half of 2019 and tighter integration of certain industry-related consulting services. These changes impacted a few of the company’s reportable segments, but did not impact the Consolidated Financial Statements. Refer to note 4, “Segments,” for additional information on the company’s reportable segments. The periods presented in this Form 10-Q are reported on a comparable basis. On April 6, 2020, Arvind Krishna became Chief Executive Officer of IBM and announced a number of management changes which did not impact the company’s reportable segments.

For the three months ended March 31, 2020, the company recorded a benefit from income taxes of $1,226 million. The tax benefit was primarily related to the tax impacts of an intra-entity sale of certain of the company’s intellectual property, which required the recognition of a $3,442 million deferred tax asset. The recognition of this deferred tax asset and the related impacts, resulted in a net one-time benefit in the quarter of $939 million. The company also recorded other discrete tax benefits in the quarter primarily related to changes in tax law. In the first quarter of 2019, the company reported a provision for income taxes of $289 million.

On July 9, 2019, the company completed the acquisition of all of the outstanding shares of Red Hat, Inc. (Red Hat). Refer to note 5, “Acquisitions & Divestitures,” and note 10, “Intangible Assets Including Goodwill,” for additional information.

Noncontrolling interest amounts of $4.5 million and $7.0 million, net of tax, for the three months ended March 31, 2020 and 2019, respectively, are included as a reduction within other (income) and expense in the Consolidated Income Statement.

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 Annual Report.

Within the financial statements and tables presented, certain columns and rows may not add due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts. Certain prior period amounts have been reclassified to conform to the current period presentation. Specifically, beginning in the third-quarter 2019, revenues and related costs for post-contract support provided for perpetual (one-time charge) software licenses have been reclassified from Services Revenue to Sales Revenue and Services Cost to Sales Cost within the Consolidated Income Statement. The revenue and cost amounts reclassified were $0.5 billion and $0.1 billion, respectively, for the three months ended March 31, 2019. This reclassification had no impact on total revenue, total cost, net income, financial position or cash flows for any periods presented. Other immaterial reclassifications have been annotated where applicable.

9

Table of Contents

Notes to Consolidated Financial Statements — (continued)

2. Accounting Changes:

New Standards to be Implemented

Simplifying the Accounting for Income Taxes

Standard/Description–Issuance date: December 2019. This guidance simplifies various aspects of income tax accounting by removing certain exceptions to the general principle of the guidance and also clarifies and amends existing guidance to improve consistency in application.

Effective Date and Adoption Considerations–The guidance is effective January 1, 2021 and early adoption is permitted.

Effect on Financial Statements or Other Significant Matters–The company is evaluating the impact of the guidance and adoption date.

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.

Simplifying the Test for Goodwill Impairment

Standard/Description–Issuance date: January 2017. This guidance simplifies the goodwill impairment test by removing Step 2. It also requires disclosure of any reporting units that have zero or negative carrying amounts if they have goodwill allocated to them.

Effective Date and Adoption Considerations–The guidance was effective January 1, 2020 and early adoption was permitted. The company adopted the guidance on a prospective basis as of the effective date.

Effect on Financial Statements or Other Significant Matters–The guidance did not have a material impact in the consolidated financial results.

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.

10

Table of Contents

Notes to Consolidated Financial Statements — (continued)

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 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 $81 million was recorded for accounts receivable–trade and financing receivables (inclusive of its related off-balance sheet commitments). Additionally, net deferred taxes were reduced by $14 million in the Consolidated Balance Sheet, resulting in a cumulative-effect net decrease to retained earnings of $66 million. Refer to note 8, “Financing Receivables,” and note 12, “Commitments,” for additional information.

Leases

Standard/Description–Issuance date: February 2016, with amendments in 2018 and 2019. This guidance requires lessees to recognize right-of-use (ROU) assets and lease liabilities for most leases in the Consolidated Balance Sheet. For lessors, it also eliminated the use of third-party residual value guarantee insurance in the lease classification test, and overall aligns with revenue recognition guidance. Due to changes in lease termination guidance, when equipment is returned to the company prior to the end of the lease term, the carrying amounts of lease receivables are reclassified to loan receivables. The guidance also requires qualitative and quantitative disclosures to assess the amount, timing and uncertainty of cash flows arising from leases.

Effective Date and Adoption Considerations–The company adopted the guidance on its effective date of January 1, 2019, using the transition option whereby prior comparative periods were not retrospectively presented in the Consolidated Financial Statements. The company elected the package of practical expedients not to reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs and the lessee practical expedient to combine lease and non-lease components for all asset classes. The company made a policy election to not recognize ROU assets and lease liabilities for short-term leases for all asset classes.

Effect on Financial Statements or Other Significant Matters–The guidance had a material impact on the Consolidated Balance Sheet as of the effective date. As a lessee, at adoption, the company recognized operating and financing ROU assets of $4.8 billion and $0.2 billion, respectively, and operating and financing lease liabilities of $5.1 billion and $0.2 billion, respectively. The transition adjustment recognized in retained earnings on January 1, 2019 was not material. None of the other changes to the guidance had a material impact in the company’s consolidated financial results at the effective date.

For all other standards that the company adopted in 2019, there was no material impact in the consolidated financial results.

11

Table of Contents

Notes to Consolidated Financial Statements — (continued)

3. Revenue Recognition:

Disaggregation of Revenue

The following tables provide details of revenue by major products/service offerings and by geography.

Revenue by Major Products/Service Offerings

    

    

 

(Dollars in millions)

 

For the three months ended March 31:

2020

2019

 

Cognitive Applications

$

1,182

$

1,238

*

Cloud & Data Platforms

 

2,536

 

1,917

Transaction Processing Platforms

 

1,520

 

1,812

Total Cloud & Cognitive Software

5,238

4,967

*

Consulting

 

2,071

 

2,001

*

Application Management

 

1,840

 

1,908

Global Process Services

 

225

 

247

Total Global Business Services

4,136

4,155

*

Infrastructure & Cloud Services

 

4,916

 

5,209

Technology Support Services

 

1,550

 

1,665

Total Global Technology Services

6,467

6,875

Systems Hardware

 

997

 

914

Operating Systems Software

 

371

 

414

Total Systems

1,368

1,328

Global Financing**

 

299

 

406

Other

 

62

 

451

*

Total revenue

$

17,571

$

18,182

* Recast to conform to current period presentation. Refer to note 4, “Segments,” for additional information.

** Contains lease and loan/working capital financing arrangements which are not subject to the guidance on revenue from contracts with customers.

Revenue by Geography

(Dollars in millions)

    

 

For the three months ended March 31:

2020

 

2019

Americas

$

8,166

$

8,493

Europe/Middle East/Africa

 

5,517

 

5,727

Asia Pacific

 

3,888

 

3,961

Total

$

17,571

$

18,182

Remaining Performance Obligations

The remaining performance obligations (RPO) disclosure provides the aggregate amount of the transaction price yet to be recognized as of the end of the reporting period and an explanation as to when the company expects to recognize these amounts in revenue. It is intended to be a statement of overall work under contract that has not yet been performed and does not include contracts in which the customer is not committed, such as certain as-a-Service, governmental, term software license and services offerings. The customer is not considered committed when they are able to terminate for convenience without payment of a substantive penalty. The disclosure includes estimates of variable consideration, except when the variable consideration is a sales-based or usage-based royalty promised in exchange for a license of intellectual property. Additionally, as a practical expedient, the company does not include contracts that have an original duration of one year or less. RPO estimates are subject to change and are affected by several factors, including

12

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Notes to Consolidated Financial Statements — (continued)

terminations, changes in the scope of contracts, periodic revalidations, adjustments for revenue that has not materialized and adjustments for currency.

At March 31, 2020, the aggregate amount of the transaction price allocated to RPO related to customer contracts that are unsatisfied or partially unsatisfied was $118 billion. Approximately 60 percent of the amount was expected to be recognized as revenue in the subsequent two years, approximately 35 percent in the subsequent three to five years and the balance (mostly Infrastructure & Cloud Services) thereafter.

Revenue Recognized for Performance Obligations Satisfied (or Partially Satisfied) in Prior Periods

For the three months ending March 31, 2020, revenue was reduced by $14 million for performance obligations satisfied (or partially satisfied) in previous periods mainly due to changes in estimates on contracts with cost-to-cost measures of progress.

Reconciliation of Contract Balances

The following table provides information about notes and accounts receivables — trade, contract assets and deferred income balances:

    

At March 31, 

    

At December 31, 

(Dollars in millions)

2020

2019

Notes and accounts receivable — trade (net of allowances of $337 and $299 at March 31, 2020 and December 31, 2019, respectively)

$

6,927

$

7,870

Contract assets (1)

 

488

 

492

Deferred income (current)

 

13,377

 

12,026

Deferred income (noncurrent)

 

3,769

 

3,851

(1)Included within prepaid expenses and other current assets in the Consolidated Balance Sheet.

The amount of revenue recognized during the three months ended March 31, 2020 that was included within the deferred income balance at December 31, 2019 was $4.2 billion and was primarily related to services and software.

4. Segments:

During the first quarter of 2020, the company realigned offerings and the related management system to reflect divestitures completed in the second half of 2019 and tighter integration of certain industry-related consulting services. Accordingly, the company updated its Cloud & Cognitive Software segment, Global Business Services segment and the Other – divested businesses category in the first quarter of 2020 and recast the related historical information for consistency with the go-forward performance. Total recast revenue for full-year 2019 was approximately $0.3 billion of IBM’s total $77 billion. There was no change to the Global Technology Services, Systems or Global Financing segments, and there was no impact to IBM’s consolidated results. The following table displays the segment updates:

Management System Change

    

Resulting Segment Implications

Divestitures of IBM's Risk Analytics and Regulatory Offerings and Sales Performance Management Offerings

 

- Cloud & Cognitive Software (Cognitive Applications)

+ Other—divested businesses

 

Realignment of certain industry-related consulting offerings to the Global Business Services segment

 

- Cloud & Cognitive Software (Cognitive Applications)

 

+ Global Business Services (Consulting)

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Notes to Consolidated Financial Statements — (continued)

SEGMENT INFORMATION

    

Cloud &

    

Global

    

Global

    

    

    

    

    

    

 

Cognitive

Business

Technology

Global

Total

 

(Dollars in millions)

Software

Services

Services

Systems

Financing

Segments

 

For the three months ended March 31, 2020:

 

  

 

  

 

  

 

  

 

  

 

  

External revenue

$

5,238

$

4,136

$

6,467

$

1,368

$

299

$

17,508

Internal revenue

 

813

 

46

 

294

 

148

 

212

 

1,514

Total revenue

$

6,052

$

4,183

$

6,761

$

1,516

$

511

$

19,023

Pre-tax income/(loss) from continuing operations

$

933

$

271

$

(178)

$

(217)

$

194

$

1,003

Revenue year-to-year change

 

4.2

%  

 

(1.1)

%  

 

(5.6)

%  

 

1.7

%  

 

(27.6)

%  

 

(1.9)

%

Pre-tax income year-to-year change

 

(47.7)

%  

 

(9.1)

%  

 

(164.7)

%  

 

7.6

%  

 

(32.7)

%  

 

(59.0)

%

Pre-tax income/(loss) margin

 

15.4

%  

 

6.5

%  

 

(2.6)

%  

 

(14.3)

%  

 

37.9

%  

 

5.3

%

For the three months ended March 31, 2019:

 

  

 

  

 

  

 

  

 

  

 

  

External revenue

$

4,967

*

$

4,155

*

$

6,875

$

1,328

$

406

$

17,731

*

Internal revenue

 

841

 

74

 

290

 

163

 

300

 

1,668

Total revenue

$

5,808

*

$

4,229

*

$

7,164

$

1,491

$

706

$

19,398

*

Pre-tax income/(loss) from continuing operations

$

1,785

*

$

298

*

$

275

$

(202)

$

288

$

2,445

*

Pre-tax income/(loss) margin

 

30.7

%*

 

7.0

%*

 

3.8

%

 

(13.5)

%  

 

40.8

%  

 

12.6

%*

Reconciliations to IBM as Reported:

(Dollars in millions)

    

    

    

    

 

For the three months ended March 31:

2020

2019

 

Revenue:

 

  

 

  

Total reportable segments

$

19,023

$

19,398

*

Other—divested businesses

 

18

 

377

*

Other revenue

 

44

 

74

Eliminations of internal transactions

 

(1,514)

 

(1,668)

Total consolidated revenue

$

17,571

$

18,182

Pre-tax income from continuing operations:

 

  

 

  

Total reportable segments

$

1,003

$

2,445

*

Amortization of acquired intangible assets

 

(473)

 

(173)

Acquisition-related (charges)/income

 

0

 

(39)

Non-operating retirement-related (costs)/income

 

(264)

 

(138)

Eliminations of internal transactions

 

(55)

 

(89)

Other—divested businesses

 

25

 

(56)

*

Unallocated corporate amounts

 

(284)

 

(67)

Total pre-tax income from continuing operations

$

(49)

$

1,883

*Recast to conform to current year presentation.

14

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Notes to Consolidated Financial Statements — (continued)

5. Acquisitions & Divestitures:

Acquisitions

Purchase price consideration for all acquisitions was paid primarily in cash. All acquisitions, except otherwise stated were for 100 percent of the acquired business and are reported in the Consolidated Statement of Cash Flows, net of acquired cash and cash equivalents.

During the three months ended March 31, 2020, the company completed 1 acquisition in the Cloud & Cognitive Software segment. The acquisition did not have a material impact in the Consolidated Financial Statements.

On July 9, 2019, the company completed the acquisition of all of the outstanding shares of Red Hat at an aggregate cost of $35 billion. Red Hat’s portfolio of open-source and cloud technologies combined with IBM’s innovative hybrid cloud technology and industry expertise are delivering the hybrid multi-cloud capabilities required to address the next chapter of cloud implementations.

On the acquisition date, Red Hat shareholders received $190 per share in cash, representing a total equity value of approximately $34 billion. The company funded the transaction through a combination of cash on hand and proceeds from debt issuances.

The following table reflects the purchase price and the resulting purchase price allocation as of March 31, 2020. An immaterial net purchase price adjustment was recorded in the first-quarter 2020 related to current tax liabilities.

Amortization

Allocated

(Dollars in millions)

    

Life (in years)

    

Amount

Current assets*

$

3,186

Property, plant and equipment/noncurrent assets

 

939

Intangible assets:

Goodwill

 

N/A

 

23,137

Client relationships

 

10

 

7,215

Completed technology

 

9

 

4,571

Trademarks

 

20

 

1,686

Total assets acquired

$

40,735

Current liabilities**

 

1,390

Noncurrent liabilities

 

4,265

Total liabilities assumed

$

5,655

Total purchase price

$

35,080

*

Includes $2.2 billion of cash and cash equivalents.

**

Includes $485 million of short-term debt related to the convertible notes acquired from Red Hat that were recognized at their fair value on the acquisition date, which was fully settled as of October 1, 2019.

N/A - not applicable

The goodwill generated is primarily attributable to the assembled workforce of Red Hat and the increased synergies expected to be achieved from the integration of Red Hat products into the company’s various integrated solutions neither of which qualify as an amortizable intangible asset.

The overall weighted-average useful life of the identified amortizable intangible assets acquired was 10.9 years. These identified intangible assets will be amortized on a straight-line basis over their useful lives, which approximates the pattern that the assets’ economic benefits are expected to be consumed over time. The following table presents the goodwill allocated to the segments as of March 31, 2020.

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Notes to Consolidated Financial Statements — (continued)

(Dollars in billions)

    

Goodwill

Segment

 

Allocated* 

Cloud & Cognitive Software

$

18.5

Global Technology Services

 

3.1

Global Business Services

 

1.1

Systems

 

0.4

Total

$

23.1

*

It is expected that approximately 7 percent of the goodwill will be deductible for tax purposes.

The valuation of the assets acquired, and liabilities assumed is subject to revision. If additional information becomes available, the company may further revise the purchase price allocation as soon as practical, but no later than one year from Red Hat’s acquisition date. Any such revisions or changes may be material. The primary area of the purchase price allocation that is subject to revision relates to certain tax matters.

Divestitures

Select IBM Software Products – On June 30, 2019, IBM and HCL Technologies Limited (HCL) closed a transaction, in which HCL acquired select standalone Cloud & Cognitive Software products for $1,775 million, inclusive of $150 million of contingent consideration. The transaction included commercial software, intellectual property and services offerings. In addition, the transaction includes transition services for IT and other services.

The company received cash of $812 million at closing and $40 million of the contingent consideration in the third quarter of 2019. In addition, during the three months ended March 31, 2020, the company transferred a participating interest in the outstanding receivable to a third-party bank and received $164 million in cash. The company expects to receive the remaining $648 million (net of any additional contingent consideration) by June 30, 2020. The outstanding contingent consideration is expected to be earned within 24 months of the closing. IBM will remit payment to HCL predominantly for servicing certain customer contracts until such contracts are terminated or entitlements are assumed by HCL. Cash of $139 million was remitted during the three months ended March 31, 2020 related to deferred revenue that existed prior to closing. IBM expects to remit an additional $185 million of cash to HCL by the end of 2021. The total pre-tax gain recognized on this transaction as of March 31, 2020 was $625 million. The total gain on sale may change in the future due to contingent consideration or changes in other transaction estimates, however, material changes are not expected.

Select IBM Marketing Platform and Commerce Offerings – On April 4, 2019, IBM and Centerbridge Partners, L.P. (Centerbridge) announced a definitive agreement, in which Centerbridge would acquire select marketing platform and commerce offerings from IBM. The transaction included commercial software and services offerings. In addition, the company is providing Centerbridge with transition services including IT, supply chain management, and other services. Upon closing, Centerbridge announced that this business would be re-branded under the name Acoustic. The closing completed for the U.S. on June 30, 2019. The company received a net cash payment of $240 million and recognized an immaterial pre-tax gain on the U.S. closing. The company expects to receive an additional $150 million of cash within 36 months of the U.S. closing.

A subsequent closing occurred in most other countries on March 31, 2020 and the company recognized an immaterial pre-tax gain. The company expects to close the remaining countries by May 31, 2020. The timing of the remaining closing is subject to change as more information becomes available. The amount of the pre-tax gain for the remaining countries will not be determinable until the valuation of the final balance sheet transferred is completed, however, it is not expected to be material.

IBM Risk Analytics and Regulatory OfferingsOn September 24, 2019, IBM and SS&C Technologies Holdings, Inc. (SS&C) entered into a definitive agreement in which SS&C would acquire certain Algorithmics and related assets from IBM. The transaction closed in the fourth quarter of 2019. The company recognized an immaterial pre-tax gain on the sale for the year ended December 31, 2019.

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Notes to Consolidated Financial Statements — (continued)

Sales Performance Management OfferingsOn November 20, 2019, IBM and Varicent Parent Holdings Corporation (Varicent) entered into a definitive agreement in which Varicent would acquire certain sales performance management assets from IBM. The initial closing of certain countries was completed on December 31, 2019. The company received a net cash payment of $230 million and recognized a pre-tax gain on the sale of $136 million for the year ended December 31, 2019. A subsequent closing for the remaining countries occurred on March 31, 2020 and the company recognized an immaterial pre-tax gain.

The above divested businesses are reported in Other–divested businesses as described in note 4, "Segments."

The pre-tax gains recognized on the divestitures above were recorded in other (income) and expense in the Consolidated Income Statement.

6. Earnings Per Share of Common Stock:

The following table provides the computation of basic and diluted earnings per share of common stock for the three months ended March 31, 2020 and 2019.

For the Three Months Ended

    

March 31, 2020

    

March 31, 2019

Number of shares on which basic earnings per share is calculated:

 

  

 

  

Weighted-average shares outstanding during period

 

887,969,345

 

889,581,542

Add — Incremental shares under stock-based compensation plans

 

5,740,415

 

3,372,460

Add — Incremental shares associated with contingently issuable shares

 

1,329,477

 

956,524

Number of shares on which diluted earnings per share is calculated

 

895,039,238

 

893,910,526

Income from continuing operations (millions)

$

1,176

$

1,593

Income/(loss) from discontinued operations, net of tax (millions)

 

(1)

 

(2)

Net income on which basic earnings per share is calculated (millions)

$

1,175

$

1,591

Income from continuing operations (millions)

$

1,176

$

1,593

Net income applicable to contingently issuable shares (millions)

 

(2)

 

Income from continuing operations on which diluted earnings per share is calculated (millions)

$

1,174

$

1,593

Income/(loss) from discontinued operations, net of tax, on which basic and diluted earnings per share is calculated (millions)

 

(1)

 

(2)

Net income on which diluted earnings per share is calculated (millions)

$

1,173

$

1,591

Earnings/(loss) per share of common stock:

 

  

 

  

Assuming dilution

 

  

 

  

Continuing operations

$

1.31

$

1.78

Discontinued operations

 

0.00

 

0.00

Total

$

1.31

$

1.78

Basic

 

  

 

  

Continuing operations

$

1.32

$

1.79

Discontinued operations

 

0.00

 

0.00

Total

$

1.32

$

1.79

Stock options to purchase 1,136,899 shares and 1,137,019 shares were outstanding as of March 31, 2020 and 2019, respectively, but were not included in the computation of diluted earnings per share because the options' exercise price during the respective period was greater than the average market price of the common shares, and, therefore, the effect would have been antidilutive.

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Notes to Consolidated Financial Statements — (continued)

7. Financial Assets & 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

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 holds investments in time deposits, 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 debt investment portfolio is to maintain principal by investing in short-term highly liquid securities with a credit rating of investment grade Aa2 or higher.

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 for credit losses and no material non-credit impairment was recorded for the three months ended March 31, 2020. Prior to the adoption of the new standard, available-for-sale securities were measured for

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Notes to Consolidated Financial Statements — (continued)

impairment using an other-than-temporary impairment model. NaN impairment was recorded for the three months ended March 31, 2019.

Certain non-financial assets such as property, plant and equipment, operating right-of-use assets, land, goodwill and intangible assets are also subject to nonrecurring fair value measurements if they are deemed to be impaired. The impairment models used for non-financial assets depend on the type of asset. There were no material impairments of non-financial assets for the three months ended March 31, 2020 and 2019, respectively.

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, 2020 and December 31, 2019.

Fair Value

Hierarchy

At March 31, 2020

At December 31, 2019

(Dollars in millions)

    

Level

    

Assets (7)

    

Liabilities (8)

    

Assets (7)

    

Liabilities (8)

Cash equivalents (1)

Time deposits and certificates of deposit (2)

2

$

7,166

$

N/A

$

4,392

$

N/A

Money market funds

1

526

N/A

427

N/A

Total cash equivalents

$

7,692

$

N/A

$

4,819

$

N/A

Equity investments (3)

1

1

N/A

0

N/A

Debt securities-current (2)(4)

2

647

N/A

696

N/A

Debt securities-noncurrent (2)(5)

2

33

N/A

65

N/A

Derivatives designated as hedging instruments

Interest rate contracts

2

104

56

Foreign exchange contracts

2

384

446

175

635

Derivatives not designated as hedging instruments

Foreign exchange contracts

2

30

16

10

33

Equity contracts (6)

1,2

1

50

1

4

Total

$

8,892

$

511

$

5,823

$

673

(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 investments and sundry assets in the Consolidated Balance Sheet.
(4)Primarily includes U.S. treasury bills that are reported within marketable securities in the Consolidated Balance Sheet.
(5)Primarily includes corporate debt securities with a maximum maturity of two years that are reported within investments and sundry assets in the Consolidated Balance Sheet.
(6)Level 1 includes immaterial amounts related to equity futures contracts.
(7)The gross balances of derivative assets contained within prepaid expenses and other current assets, and investments and sundry assets in the Consolidated Balance Sheet at March 31, 2020 were $427 million and $92 million, respectively, and at December 31, 2019 were $149 million and $94 million, respectively.
(8)The gross balances of derivative liabilities contained within other accrued expenses and liabilities, and other liabilities in the Consolidated Balance Sheet at March 31, 2020 were $253 million and $259 million, respectively, and at December 31, 2019 were $167 million and $506 million, respectively.

N/A - not applicable

Financial Assets and Liabilities Not Measured at Fair Value

Short-Term Receivables and Payables

Notes and other accounts receivable and other investments are financial assets with carrying values that approximate fair value. Accounts payable, other accrued expenses and short-term debt (excluding the current portion of long-term debt and including short-term finance lease liabilities) 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.

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Notes to Consolidated Financial Statements — (continued)

Loans and 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, 2020 and December 31, 2019, the difference between the carrying amount and estimated fair value for loans and 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 (including long-term finance lease liabilities) 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 was $52,685 million and $54,102 million, and the estimated fair value was $56,760 million and $58,431 million at March 31, 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.

8. Financing Receivables:

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.

Effective January 1, 2020, the company adopted the new accounting standard related to credit losses, using the transition option 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.

20

Table of Contents

Notes to Consolidated Financial Statements — (continued)

A summary of the components of the company’s financing receivables is presented as follows:

    

Investment in

    

    

    

Client Loan and

    

    

Sales-Type and

Commercial

Installment Payment

(Dollars in millions)

Direct Financing

Financing

Receivables

At March 31, 2020:

Leases

Receivables

(Loans)

Total

Financing receivables, gross

$

5,479

$

2,334

$

12,605

$

20,418

Unearned income

 

(471)

(3)

(517)

(991)

Residual value*

 

646

646

Amortized cost

$

5,654

$

2,331

$

12,087

$

20,072

Allowance for credit losses

 

(79)

(12)

(147)

(238)

Total financing receivables, net

$

5,575

$

2,319

$

11,940

$

19,834

Current portion

$

2,112

$

2,319

$

7,695

$

12,126

Noncurrent portion

$

3,463

$

$

4,245

$

7,708

* Includes guaranteed and unguaranteed residual value.

    

Investment in

    

    

    

Client Loan and

    

    

Sales-Type and

Commercial

Installment Payment

(Dollars in millions)

Direct Financing

Financing

Receivables

At December 31, 2019:

Leases

Receivables

(Loans)

Total

Financing receivables, gross

$

6,077

$

3,836

$

13,592

$

23,504

Unearned income

 

(509)

(4)

(570)

(1,083)

Recorded investment

$

5,567

$

3,831

$

13,022

$

22,421

Allowance for credit losses

 

(72)

(11)

(138)

(221)

Unguaranteed residual value

 

652

652

Guaranteed residual value

 

53

53

Total financing receivables, net

$

6,199

$

3,820

$

12,884

$

22,904

Current portion

$

2,334

$

3,820

$

8,037

$

14,192

Noncurrent portion

$

3,865

$

$

4,847

$

8,712

The company utilizes certain of its financing receivables as collateral for nonrecourse borrowings. Financing receivables pledged as collateral for borrowings were $914 million and $1,062 million at March 31, 2020 and December 31, 2019, respectively.

The company did not have any financing receivables held for sale at March 31, 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 trade and financing receivables, contract assets 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.

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.

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Table of Contents

Notes to Consolidated Financial Statements — (continued)

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.

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 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 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, 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.

At January 1, 2020, upon adoption of the new standard, the company recorded an additional allowance for client and commercial financing receivables (including related off-balance sheet commitments) of $64 million. This was primarily driven by an increase in the client financing receivables allowance. Refer to note 12, “Commitments,” for additional information regarding off-balance sheet commitments.

Client Financing Receivables

The following tables present the amortized cost basis or recorded investment for the client financing receivables portfolio segment at March 31, 2020 and December 31, 2019, 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.

22

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

$

3,609

$

1,122

$

923

$

5,654

Loan receivables

 

6,151

 

3,663

2,273

12,087

Ending balance

$

9,760

$

4,785

$

3,196

$

17,741

Allowance for credit losses

 

  

 

  

 

  

 

  

Beginning balance at December 31, 2019

$

120

$

54

$

36

$

210

Adjustment for adoption of new standard

21

15

5

41

Beginning balance at January 1, 2020

  

  

  

Lease receivables

$

44

$

27

$

18

$

89

Loan receivables

 

98

 

42

22

163

Total

$

142

$

69

$

41

$

252

Write-offs

$

(16)

$

(1)

$

(2)

$

(19)

Recoveries

 

0

 

1

1

Provision

 

3

 

7

(1)

9

Other*

 

(13)

 

(2)

(1)

(16)

Ending balance at March 31, 2020

$

117

$

73

$

36

$

226

Lease receivables

$

41

$

23

$

15

$

79

Loan receivables

$

75

$

50

$

22

$

147

*

 Primarily represents translation adjustments.

23

Table of Contents

Notes to Consolidated Financial Statements — (continued)

(Dollars in millions)

    

    

    

    

    

    

    

    

At December 31, 2019:

Americas

EMEA

Asia Pacific

Total

Recorded investment

 

  

 

  

 

  

 

  

Lease receivables

$

3,419

$

1,186

$

963

$

5,567

Loan receivables

 

6,726

 

3,901

2,395

13,022

Ending balance

$

10,144

$

5,087

$

3,359

$

18,590

Recorded investment collectively evaluated for impairment

$

10,032

$

5,040

$

3,326

$

18,399

Recorded investment individually evaluated for impairment

$

112

$

47

$

32

$

191

Allowance for credit losses

 

  

 

  

 

  

 

  

Beginning balance at January 1, 2019

 

  

 

  

 

  

 

  

Lease receivables

$

53

$

22

$

24

$

99

Loan receivables

 

105

 

43

32

179

Total

$

158

$

65

$

56

$

279

Write-offs

$

(42)

$

(3)

$

(18)

$

(63)

Recoveries

 

1

 

0

1

2

Provision

 

5

 

(7)

(3)

(5)

Other*

 

(1)

 

0

(1)

(2)

Ending balance at December 31, 2019

$

120

$

54

$

36

$

210

Lease receivables

$

33

$

23

$

16

$

72

Loan receivables

$

88

$

31

$

20

$

138

Related allowance, collectively evaluated for impairment

$

25

$

11

$

4

$

39

Related allowance, individually evaluated for impairment

$

96

$

43

$

32

$

171

* Primarily represents translation adjustments.

Write-offs of lease receivables and loan receivables were $16 million and $47 million, respectively, for the year ended December 31, 2019. Provisions for credit losses recorded for lease receivables and loan receivables were a release of $6 million and an addition of $2 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, 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.

24

Table of Contents

Notes to Consolidated Financial Statements — (continued)

    

    

    

    

    

Amortized

    

Billed

    

Total

Amortized

Cost

Invoices

Amortized

(Dollars in millions)

Amortized

Cost

> 90 Days and

> 90 Days and

Cost Not

At March 31, 2020:

Cost

> 90 Days (1)

Accruing (1)

Accruing

Accruing (2)

Americas

$

3,609

$

144

$

110

$

8

$

40

EMEA

 

1,122

20

6

0

16

Asia Pacific

 

923

24

13

1

10

Total lease receivables

$

5,654

$

188

$

129

$

9

$

65

Americas

$

6,151

$

115

$

62

$

11

$

54

EMEA

 

3,663

74

7

3

69

Asia Pacific

 

2,273

27

10

1

17

Total loan receivables

$

12,087

$

215

$

80

$

16

$

140

Total

$

17,741

$

403

$

209

$

26

$

206

(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 $148 million. Financing income recognized on these receivables was immaterial for the three months ended March 31, 2020.

    

    

    

    

    

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

$

3,419

$

187

$

147

$

11

$

41

EMEA

 

1,186

28

13

2

17

Asia Pacific

 

963

19

7

1

11

Total lease receivables

$

5,567

$

234

$

168

$

14

$

69

Americas

$

6,726

$

127

$

71

$

11

$

72

EMEA

 

3,901

77

8

3

72

Asia Pacific

 

2,395

26

6

2

21

Total loan receivables

$

13,022

$

231

$

85

$

15

$

166

Total

$

18,590

$

465

$

253

$

29

$

235

(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, $191 million was individually evaluated for impairment with a related allowance of $171 million.

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 or a loan.

The following tables present the amortized cost basis or recorded investment for financing receivables, excluding commercial financing receivables, by credit quality indicator at March 31, 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

25

Table of Contents

Notes to Consolidated Financial Statements — (continued)

for credit losses. The credit quality indicators do not reflect any mitigation actions taken to transfer credit risk to third parties.

(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

$

1,422

$

883

$

633

$

806

$

251

$

163

2019

2,213

1,601

966

1,043

1,607

678

2018

 

1,148

736

400

359

208

82

2017

 

722

386

141

191

79

37

2016

 

292

309

94

68

36

20

2015 and prior

 

18

30

45

40

20

16

Total

$

5,815

$

3,945

$

2,278

$

2,506

$

2,200

$

996

(Dollars in millions)

Lease Receivables

Loan Receivables

At December 31, 2019:

    

Americas

    

EMEA

    

Asia Pacific

    

Americas

    

EMEA

    

Asia Pacific

Credit rating:

 

  

 

  

 

  

 

  

 

  

 

  

Aaa – Aa3

$

465

$

54

$

43

$

1,028

$

193

$

189

A1 – A3

 

750

181

454

1,186

395

892

Baa1 – Baa3

 

955

409

147

1,882

1,527

619

Ba1 – Ba2

 

746

326

154

1,513

921

388

Ba3 – B1

 

215

140

101

471

564

205

B2 – B3

 

242

50

47

522

253

72

Caa – D

 

13

2

2

36

18

10

Total

$

3,385

$

1,162

$

947

$

6,638

$

3,871

$

2,376

Troubled Debt Restructurings

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

9. 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

Lease income — sales-type and direct financing leases

 

  

  

Sales-type lease selling price

$

211

$

149

Less: Carrying value of underlying assets, excluding unguaranteed residual value

 

76

 

55

Gross profit

 

135

 

94

Interest income on lease receivables

 

74

 

79

Total sales-type and direct financing lease income

$

208

$

172

Lease income — operating leases

 

71

 

90

Variable lease income

 

30

 

18

Total lease income

$

310

$

280

26

Table of Contents

Notes to Consolidated Financial Statements — (continued)

10. Intangible Assets Including Goodwill: 

Intangible Assets

The following table presents the company's intangible asset balances by major asset class.

At March 31, 2020

    

Gross Carrying

    

Accumulated

    

Net Carrying

(Dollars in millions)

Amount

Amortization

Amount*

Intangible asset class

Capitalized software

$

1,760

$

(764)

$

997

Client relationships

 

8,854

 

(1,669)

 

7,185

Completed technology

 

6,225

 

(1,566)

 

4,658

Patents/trademarks

 

2,287

 

(483)

 

1,804

Other**

 

56

 

(33)

 

22

Total

$

19,181

$

(4,515)

$

14,666

At December 31, 2019

    

Gross Carrying

    

Accumulated

    

Net Carrying

(Dollars in millions)

Amount

Amortization

Amount*

Intangible asset class

Capitalized software

$

1,749

$

(743)

$

1,006

Client relationships

 

8,921

 

(1,433)

 

7,488

Completed technology

 

6,261

 

(1,400)

 

4,861

Patents/trademarks

 

2,301

 

(445)

 

1,856

Other**

 

56

 

(31)

 

24

Total

$

19,287

$

(4,052)

$

15,235

*  Amounts as of March 31, 2020 and December 31, 2019 include a decrease in net intangible asset balances of $92 million and $42 million, respectively, due to foreign currency translation.

**

Other intangibles are primarily acquired proprietary and non-proprietary business processes, methodologies and systems.

The net carrying amount of intangible assets decreased $569 million during the first three months of 2020, primarily due to intangible asset amortization. The aggregate intangible amortization expense was $622 million and $303 million for the first quarter ended March 31, 2020 and 2019, respectively. The increase in intangible amortization expense was primarily due to an increase in the gross carrying amount of intangible assets from the Red Hat acquisition which closed in the third quarter of 2019. In addition, in the first three months of 2020, the company retired $154 million of fully amortized intangible assets, impacting both the gross carrying amount and accumulated amortization by this amount.

The future amortization expense relating to intangible assets currently recorded in the Consolidated Balance Sheet is estimated to be the following at March 31, 2020:

    

Capitalized

    

Acquired

    

    

(Dollars in millions)

Software

Intangibles

Total

Remainder of 2020

$

415

$

1,372

$

1,787

2021

 

399

 

1,738

 

2,137

2022

 

170

 

1,676

 

1,846

2023

 

12

 

1,363

 

1,375

2024

 

0

 

1,313

 

1,313

Thereafter

 

6,208

 

6,208

27

Table of Contents

Notes to Consolidated Financial Statements — (continued)

Goodwill

The changes in the goodwill balances by segment, for the three months ended March 31, 2020 and for the year ended December 31, 2019 are as follows:

    

    

    

    

    

    

    

    

    

Foreign

    

    

Currency

Purchase

Translation

(Dollars in millions)

Balance

Goodwill

Price

And Other

Balance

Segment

1/1/2020

Additions

Adjustments

Divestitures

Adjustments**

3/31/2020

Cloud & Cognitive Software

$

43,037

$

10

$

12

$

$

(438)

$

42,620

Global Business Services

 

5,775

 

 

 

 

(102)

 

5,672

Global Technology Services

 

7,141

 

 

 

 

(167)

 

6,974

Systems

 

2,270

 

 

 

 

(19)

 

2,251

Other—divested businesses

 

 

 

 

 

 

Total

$

58,222

$

10

$

12

$

$

(727)

$

57,517

    

    

    

    

    

    

    

    

    

Foreign

    

    

Currency

Purchase

Translation

(Dollars in millions)

Balance

Goodwill

Price

And Other

Balance

Segment

1/1/2019

Additions

Adjustments

Divestitures

Adjustments**

12/31/2019

Cloud & Cognitive Software*

$

24,463

$

18,399

$

133

$

$

41

$

43,037

Global Business Services

 

4,711

 

1,059

 

1

 

(1)

 

5

 

5,775

Global Technology Services

 

3,988

 

3,119

 

 

 

34

 

7,141

Systems

 

1,847

 

525

 

(110)

 

 

7

 

2,270

Other—divested businesses*

 

1,256

 

 

 

(1,256)

 

 

Total

$

36,265

$

23,102

$

24

$

(1,257)

$

87

$

58,222

* Recast to conform to 2020 presentation. 

** Primarily driven by foreign currency translation.

There were 0 goodwill impairment losses recorded during the first three months of 2020 or full year 2019 and the company has 0 accumulated impairment losses. As a result of the changes in the current economic environment related to the COVID-19 pandemic, the company considered whether there was a potential triggering event requiring the evaluation of whether goodwill should be tested for impairment. The company assessed the qualitative risk factors for the Systems reporting unit (given the results of the 2019 annual impairment test) and determined that it was not more likely than not that the fair value of the reporting unit was less than its carrying amount as of March 31, 2020.

Purchase price adjustments recorded in the first three months of 2020 and full-year 2019 were related to acquisitions that were still subject to the measurement period that ends at the earlier of 12 months from the acquisition date or when information becomes available. Net purchase price adjustments recorded during the first three months of 2020 and full-year 2019 were not material.

11. Borrowings: 

Short-Term Debt

    

At March 31, 

    

At December 31, 

(Dollars in millions)

2020

2019

Commercial paper

$

2,519

$

304

Short-term loans

 

934

 

971

Long-term debt—current maturities

 

8,190

 

7,522

Total

$

11,642

$

8,797

28

Table of Contents

Notes to Consolidated Financial Statements — (continued)

The weighted-average interest rate for commercial paper at March 31, 2020 and December 31, 2019 was 1.1 percent and 1.6 percent, respectively. The weighted-average interest rate for short-term loans was 4.7 percent and 6.1 percent at March 31, 2020 and December 31, 2019, respectively.

Long-Term Debt

Pre-Swap Borrowing

    

    

    

Balance

    

Balance

(Dollars in millions)

Maturities

3/31/2020

12/31/2019

U.S. dollar debt (weighted-average interest rate at March 31, 2020):*

 

  

 

  

 

  

2.3%

 

2020

$

2,766

$

4,326

2.4%

 

2021

 

5,556

 

8,498

2.6%

 

2022

 

6,257

 

6,289

3.3%

 

2023

 

2,413

 

2,388

3.3%

 

2024

 

5,049

 

5,045

6.7%

 

2025

 

645

 

636

3.3%

 

2026

 

4,350

 

4,350

4.7%

 

2027

 

969

 

969

6.5%

 

2028

313

 

313

3.5%

2029

3,250

3,250

5.9%

 

2032

 

600

 

600

8.0%

 

2038

 

83

 

83

4.5%

 

2039

 

2,745

 

2,745

4.0%

 

2042

 

1,107

 

1,107

7.0%

 

2045

 

27

 

27

4.7%

 

2046

 

650

 

650

4.3%

2049

3,000

3,000

7.1%

 

2096

 

316

 

316

$

40,097

$

44,594

Other currencies (weighted-average interest rate at March 31, 2020, in parentheses):*

 

  

 

  

 

  

Euro (1.1%)

 

2020–2040

$

18,126

$

14,306

Pound sterling (2.7%)

 

2020–2022

 

1,311

 

1,390

Japanese yen (0.3%)

 

2022–2026

 

1,349

 

1,339

Other (4.1%)

 

2020–2022

 

288

 

375

$

61,170

$

62,003

Finance lease obligations (2.4%)

2021–2030

246

204

$

61,417

$

62,207

Less: net unamortized discount

 

  

 

881

 

881

Less: net unamortized debt issuance costs

 

  

 

151

 

142

Add: fair value adjustment**

 

  

 

491

 

440

$

60,875

$

61,624

Less: current maturities

 

  

 

8,190

 

7,522

Total

 

  

$

52,685

$

54,102

*  Includes notes, debentures, bank loans and secured borrowings.

** The portion of the company’s fixed-rate debt obligations that was hedged was 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’s indenture governing its debt securities and its various credit facilities each contain significant covenants which obligate the company to promptly pay principal and interest, limit the aggregate amount of secured

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Notes to Consolidated Financial Statements — (continued)

indebtedness and sale and leaseback transactions to 10 percent of the company’s consolidated net tangible assets, and restrict the company’s ability to merge or consolidate unless certain conditions are met. The credit facilities also include a covenant on the company’s consolidated net interest expense ratio, which cannot be less than 2.20 to 1.0, as well as 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 with respect to the debt to which such provisions apply. 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.  

In the first half of 2019, the company issued an aggregate of $20 billion of U.S. dollar fixed- and floating-rate notes and $5.7 billion of Euro fixed-rate notes. The proceeds were primarily used for the acquisition of Red Hat. For additional information on this transaction, refer to note 5, “Acquisitions & Divestitures.” In the first quarter of 2020, the company issued an aggregate of $4.1 billion of Euro fixed-rate notes and the proceeds were primarily used to early redeem outstanding fixed-rate debt which was due in 2021 in the aggregate amount of $2.9 billion. The notes were redeemed at a price equal to 100 percent of the aggregate principal plus a make-whole premium and accrued interest. The company incurred a loss of $49 million upon redemption that was recorded in other (income) and expense in the Consolidated Income Statement.

Pre-swap annual contractual obligations of long-term debt outstanding at March 31, 2020, are as follows:

(Dollars in millions)

    

Total

Remainder of 2020

$

5,731

2021

 

6,897

2022

 

7,180

2023

 

5,342

2024

 

6,302

Thereafter

 

29,964

Total

$

61,417

Interest on Debt

(Dollars in millions)

    

    

    

    

For the three months ended March 31:

2020

2019

Cost of financing

$

119

$

179

Interest expense

 

326

 

210

Interest capitalized

 

5

 

2

Total interest paid and accrued

$

449

$

391

Lines of Credit

IBM has a $10.25 billion Five-Year Credit Agreement with a maturity date of July 20, 2024. In addition, the company and IBM Credit LLC have a $2.5 billion 364-day Credit Agreement and a $2.5 billion Three-Year Credit Agreement, with maturity dates of July 16, 2020 and July 20, 2022, respectively.

At March 31, 2020, there were 0 borrowings by the company, or its subsidiaries, under these credit facilities.

12. Commitments:

The company’s extended lines of credit to third-party entities include unused amounts of $2.1 billion and $1.8 billion at March 31, 2020 and December 31, 2019, respectively. A portion of these amounts was available to the company’s business partners to support their working capital needs. In addition, the company has committed to provide

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Notes to Consolidated Financial Statements — (continued)

future financing to its clients in connection with client purchase agreements for $6.0 billion and $6.3 billion at March 31, 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 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, 2020. The company collectively evaluates the allowance for these arrangements using a provision methodology consistent with the portfolio of the commitments. Refer to note 8, “Financing Receivables,” for additional information.

The company has applied the guidance requiring a guarantor to disclose certain types of guarantees, even if the likelihood of requiring the guarantor’s performance is remote. The following is a description of arrangements in which the company is the guarantor.

The company is a party to a variety of agreements pursuant to which it may be obligated to indemnify the other party with respect to certain matters. Typically, these obligations arise in the context of contracts entered into by the company, under which the company customarily agrees to hold the party harmless against losses arising from a breach of representations and covenants related to such matters as title to the assets sold, certain intellectual property rights, specified environmental matters, third-party performance of nonfinancial contractual obligations and certain income taxes. In each of these circumstances, payment by the company is conditioned on the other party making a claim pursuant to the procedures specified in the particular contract, the procedures of which typically allow the company to challenge the other party’s claims. While typically indemnification provisions do not include a contractual maximum on the company’s payment, the company’s obligations under these agreements may be limited in terms of time and/or nature of claim, and in some instances, the company may have recourse against third parties for certain payments made by the company.

It is not possible to predict the maximum potential amount of future payments under these or similar agreements due to the conditional nature of the company’s obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the company under these agreements have not had a material effect on the company’s business, financial condition or results of operations.

In addition, the company guarantees certain loans and financial commitments. The maximum potential future payment under these financial guarantees and the fair value of these guarantees recognized in the Consolidated Balance Sheet at March 31, 2020 and December 31, 2019 was not material.

Changes in the company’s warranty liability for standard warranties, which are included in other accrued expenses and liabilities and other liabilities in the Consolidated Balance Sheet, and for extended warranty contracts, which are included in deferred income in the Consolidated Balance Sheet, are presented in the following tables.

Standard Warranty Liability

(Dollars in millions)

    

2020

    

2019

Balance at January 1

$

113

$

118

Current period accruals

 

20

 

19

Accrual adjustments to reflect actual experience

 

(6)

 

(1)

Charges incurred

 

(26)

 

(29)

Balance at March 31

$

100

$

107

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Notes to Consolidated Financial Statements — (continued)

Extended Warranty Liability

(Dollars in millions)

    

2020

    

2019

Balance at January 1

$

477

$

533

Revenue deferred for new extended warranty contracts

 

40

 

36

Amortization of deferred revenue

 

(57)

 

(64)

Other*

 

(13)

 

(3)

Balance at March 31

$

447

$

503

Current portion

$

219

$

242

Noncurrent portion

$

228

$

261

* Other primarily consists of foreign currency translation adjustments.

13. Contingencies:

As a company with a substantial employee population and with clients in more than 175 countries, IBM is involved, either as plaintiff or defendant, in a variety of ongoing claims, demands, suits, investigations, tax matters and proceedings that arise from time to time in the ordinary course of its business. The company is a leader in the information technology industry and, as such, has been and will continue to be subject to claims challenging its IP rights and associated products and offerings, including claims of copyright and patent infringement and violations of trade secrets and other IP rights. In addition, the company enforces its own IP against infringement, through license negotiations, lawsuits or otherwise. Also, as is typical for companies of IBM’s scope and scale, the company is party to actions and proceedings in various jurisdictions involving a wide range of labor and employment issues (including matters related to contested employment decisions, country-specific labor and employment laws, and the company’s pension, retirement and other benefit plans), as well as actions with respect to contracts, product liability, securities, foreign operations, competition law and environmental matters. These actions may be commenced by a number of different parties, including competitors, clients, current or former employees, government and regulatory agencies, stockholders and representatives of the locations in which the company does business. Some of the actions to which the company is party may involve particularly complex technical issues, and some actions may raise novel questions under the laws of the various jurisdictions in which these matters arise.

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, 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. 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, customer and employee relations considerations.

With respect to certain of the claims, suits, investigations and proceedings discussed herein, the company believes at this time that the likelihood of any material loss is remote, given, for example, the procedural status, court rulings, and/or the strength of the company’s defenses in those matters. With respect to the remaining claims, suits, investigations and proceedings discussed in this note, except as specifically discussed herein, the company is unable to provide estimates of reasonably possible losses or range of losses, including losses in excess of amounts accrued, if any, for the following reasons. Claims, suits, investigations and proceedings are inherently uncertain, and it is not possible to predict the ultimate outcome of these matters. It is the company’s experience that damage amounts claimed in litigation against it are unreliable and unrelated to possible outcomes, and as such are not meaningful indicators of the company’s potential liability. Further, the company is unable to provide such an estimate due to a number of other factors with respect to these claims, suits, investigations and proceedings, including considerations of the procedural status of the matter in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information

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Notes to Consolidated Financial Statements — (continued)

important to the matters. 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), to reflect the impact and status of settlement discussions, discovery, procedural and substantive rulings, reviews by counsel and other information pertinent to a particular matter.

Whether any losses, damages or remedies finally determined in any claim, suit, investigation or proceeding could reasonably have a material effect on the company’s business, financial condition, results of operations or cash flows will depend on a number of variables, including: the timing and amount of such losses or damages; the structure and type of any such remedies; the significance of the impact any such losses, damages or remedies may have in the Consolidated Financial Statements; and the unique facts and circumstances of the particular matter that may give rise to additional factors. While the company will continue to defend itself vigorously, it is possible that the company’s business, financial condition, results of operations or cash flows could be affected in any particular period by the resolution of one or more of these matters.

The following is a summary of the more significant legal matters involving the company.

The company is a defendant in an action filed on March 6, 2003 in state court in Salt Lake City, Utah by the SCO Group (SCO v. IBM). The company removed the case to Federal Court in Utah. Plaintiff is an alleged successor in interest to some of AT&T’s UNIX IP rights, and alleges copyright infringement, unfair competition, interference with contract and breach of contract with regard to the company’s distribution of AIX and Dynix and contribution of code to Linux and the company has asserted counterclaims. On September 14, 2007, plaintiff filed for bankruptcy protection, and all proceedings in this case were stayed. The court in another suit, the SCO Group, Inc. v. Novell, Inc., held a trial in March 2010. The jury found that Novell is the owner of UNIX and UnixWare copyrights; the judge subsequently ruled that SCO is obligated to recognize Novell’s waiver of SCO’s claims against IBM and Sequent for breach of UNIX license agreements. On August 30, 2011, the Tenth Circuit Court of Appeals affirmed the district court’s ruling and denied SCO’s appeal of this matter. In June 2013, the Federal Court in Utah granted SCO’s motion to reopen the SCO v. IBM case. In February 2016, the Federal Court ruled in favor of IBM on all of SCO’s remaining claims, and SCO appealed. On October 30, 2017, the Tenth Circuit Court of Appeals affirmed the dismissal of all but 1 of SCO’s remaining claims, which was remanded to the Federal Court in Utah.

On March 9, 2017, the Commonwealth of Pennsylvania’s Department of Labor and Industry sued IBM in Pennsylvania state court regarding a 2006 contract for the development of a custom software system to manage the Commonwealth’s unemployment insurance benefits programs. The matter is pending in a Pennsylvania court.

In December 2017, CIS General Insurance Limited (CISGIL) sued IBM UK regarding a contract entered into by IBM UK and CISGIL in 2015 to implement and operate an IT insurance platform. The contract was terminated by IBM UK in July 2017 for non-payment by CISGIL. CISGIL alleges wrongful termination, breach of contract and breach of warranty. The matter is pending in the London High Court with trial beginning in January 2020.

In May 2015, a putative class action was commenced in the United States District Court for the Southern District of New York related to the company’s October 2014 announcement that it was divesting its global commercial semiconductor technology business, alleging violations of the Employee Retirement Income Security Act (ERISA). Management’s Retirement Plans Committee and 3 current or former IBM executives are named as defendants. On September 29, 2017, the Court granted the defendants’ motion to dismiss the first amended complaint. On December 10, 2018, the Second Circuit Court of Appeals reversed the District Court order. On January 14, 2020, the Supreme Court of the United States vacated the decision and remanded the case to the Second Circuit.

The company is party to, or otherwise involved in, proceedings brought by U.S. federal or state environmental agencies under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), known as “Superfund,” or laws similar to CERCLA. Such statutes require potentially responsible parties to participate in remediation activities regardless of fault or ownership of sites. The company is also conducting environmental investigations, assessments or remediations at or in the vicinity of several current or former operating sites globally

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Notes to Consolidated Financial Statements — (continued)

pursuant to permits, administrative orders or agreements with country, state or local environmental agencies, and is involved in lawsuits and claims concerning certain current or former operating sites.

The company is also subject to ongoing tax examinations and governmental assessments in various jurisdictions. Along with many other U.S. companies doing business in Brazil, the company is involved in various challenges with Brazilian tax authorities regarding non-income tax assessments and non-income tax litigation matters. The total potential amount related to all these matters for all applicable years is approximately $750 million. The company believes it will prevail on these matters and that this amount is not a meaningful indicator of liability.

14. Equity Activity:

Reclassifications and Taxes Related to Items of Other Comprehensive Income

(Dollars in millions)

    

Before Tax

    

Tax (Expense)/

    

Net of Tax

For the three months ended March 31, 2020:

Amount

Benefit

Amount

Other comprehensive income/(loss):

 

  

 

  

 

  

Foreign currency translation adjustments

$

(919)

$

(122)

$

(1,041)

Net changes related to available-for-sale securities:

 

  

 

  

 

  

Unrealized gains/(losses) arising during the period

$

0

$

0

$

0

Reclassification of (gains)/losses to other (income) and expense

 

Total net changes related to available-for-sale securities

$

0

$

0

$

0

Unrealized gains/(losses) on cash flow hedges:

 

  

 

  

 

  

Unrealized gains/(losses) arising during the period

$

(180)

$

45

$

(135)

Reclassification of (gains)/losses to:

 

  

 

  

 

  

Cost of services

 

(10)

 

2

 

(7)

Cost of sales

 

(9)

 

2

 

(6)

Cost of financing

 

8

 

(2)

 

6

SG&A expense

 

(10)

 

2

 

(7)

Other (income) and expense

 

89

 

(22)

 

67

Interest expense

 

22

 

(5)

 

16

Total unrealized gains/(losses) on cash flow hedges

$

(90)

$

23

$

(67)

Retirement-related benefit plans (1):

 

  

 

  

 

  

Prior service costs/(credits)

$

(4)

$

1

$

(3)

Net (losses)/gains arising during the period

8

(2)

6

Curtailments and settlements

 

8

(3)

6

Amortization of prior service (credits)/costs

 

1

1

1

Amortization of net (gains)/losses

 

570

(157)

412

Total retirement-related benefit plans

$

582

$

(160)

$

422

Other comprehensive income/(loss)

$

(427)

$

(260)

$

(686)

(1)These accumulated other comprehensive income/ (AOCI) components are included in the computation of net periodic pension cost. Refer to note 17, “Retirement-Related Benefits,” for additional information.

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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 March 31, 2019:

Amount

Benefit

Amount

Other comprehensive income/(loss):

 

  

 

  

 

  

Foreign currency translation adjustments

$

171

$

0

$

172

Net changes related to available-for-sale securities:

 

  

 

  

 

  

Unrealized gains/(losses) arising during the period

$

(1)

$

0

$

(1)

Reclassification of (gains)/losses to other (income) and expense

 

Total net changes related to available-for-sale securities

$

(1)

$

0

$

(1)

Unrealized gains/(losses) on cash flow hedges:

 

  

 

  

 

  

Unrealized gains/(losses) arising during the period

$

(352)

$

84

$

(268)

Reclassification of (gains)/losses to:

 

 

 

Cost of services

 

(10)

 

3

 

(7)

Cost of sales

 

(18)

 

5

 

(13)

Cost of financing

 

29

 

(7)

 

22

SG&A expense

 

(22)

 

6

 

(16)

Other (income) and expense

 

87

 

(22)

 

65

Interest expense

 

33

 

(8)

 

24

Total unrealized gains/(losses) on cash flow hedges

$

(254)

$

61

$

(193)

Retirement-related benefit plans (1):

 

  

 

  

 

  

Net (losses)/gains arising during the period

$

(4)

$

1

$

(2)

Curtailments and settlements

 

1

0

1

Amortization of prior service (credits)/costs

 

(3)

1

(2)

Amortization of net (gains)/losses

 

464

(130)

334

Total retirement-related benefit plans

$

458

$

(128)

$

330

Other comprehensive income/(loss)

$

375

$

(67)

$

308

(1)These AOCI components are included in the computation of net periodic pension cost. Refer to note 17, “Retirement-Related Benefits,” for additional information.

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Notes to Consolidated Financial Statements — (continued)

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

    

    

    

    

    

Net Change

    

Net Unrealized

    

    

Net Unrealized

Foreign

Retirement-

Gains/(Losses)

Accumulated

Gains/(Losses)

Currency

Related

on Available-

Other

on Cash Flow

Translation

Benefit

For-Sale

Comprehensive

(Dollars in millions)

Hedges

Adjustments*

Plans

Securities

Income/(Loss)

January 1, 2020

$

(179)

$

(3,700)

$

(24,718)

$

0

$

(28,597)

Other comprehensive income before reclassifications

 

(135)

 

(1,041)

 

3

 

0

 

(1,174)

Amount reclassified from accumulated other comprehensive income

 

68

 

 

419

 

 

488

Total change for the period

$

(67)

$

(1,041)

$

422

$

0

$

(686)

March 31, 2020

$

(246)

$

(4,741)

$

(24,296)

$

0

$

(29,283)

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

    

    

    

    

    

Net Change

    

Net Unrealized

    

    

Net Unrealized

Foreign

Retirement-

Gains/(Losses)

Accumulated

Gains/(Losses)

Currency

Related

on Available-

Other

on Cash Flow

Translation

Benefit

For-Sale

Comprehensive

(Dollars in millions)

Hedges

Adjustments*

Plans

Securities

Income/(Loss)

January 1, 2019

$

284

$

(3,690)

$

(26,083)

$

0

$

(29,490)

Other comprehensive income before reclassifications

 

(268)

 

172

 

(2)

 

(1)

 

(99)

Amount reclassified from accumulated other comprehensive income

 

75

 

 

333

 

 

407

Total change for the period

$

(193)

$

172

$

330

$

(1)

$

308

March 31, 2019

$

90

$

(3,519)

$

(25,753)

$

(1)

$

(29,182)

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

15. Derivative Financial Instruments:

The company operates in multiple functional currencies and is a significant lender and borrower in the global markets. In the normal course of business, the company is exposed to the impact of interest rate changes and foreign currency fluctuations, and to a lesser extent equity and commodity price changes and client credit risk. The company limits these risks by following established risk management policies and procedures, including the use of derivatives, and, where cost effective, financing with debt in the currencies in which assets are denominated. For interest rate exposures, derivatives are used to better align rate movements between the interest rates associated with the company’s lease and other financial assets and the interest rates associated with its financing debt. Derivatives are also used to manage the related cost of debt. For foreign currency exposures, derivatives are used to better manage the cash flow volatility arising from foreign exchange rate fluctuations.

In the Consolidated Balance Sheet, the company does not offset derivative assets against liabilities in master netting arrangements nor does it offset receivables or payables recognized upon payment or receipt of cash collateral against the fair values of the related derivative instruments. The amount recognized in accounts payable for the obligation to return cash collateral at March 31, 2020 was $2 million and 0 amount was recognized at December 31, 2019. NaN amount was recognized in other accounts receivable for the right to reclaim cash collateral at March 31, 2020 and $26 million was recognized at December 31, 2019. The company restricts the use of cash collateral received to rehypothecation, and therefore reports it in restricted cash in the Consolidated Balance Sheet. NaN amount was rehypothecated at March 31, 2020 and December 31, 2019. Additionally, if derivative exposures covered by a qualifying master netting agreement had been netted in the Consolidated Balance Sheet at March 31, 2020 and December 31, 2019, the total derivative asset and liability positions each would have been reduced by $249 million and $194 million, respectively.

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Notes to Consolidated Financial Statements — (continued)

In its hedging programs, the company may use forward contracts, futures contracts, interest-rate swaps, cross-currency swaps, equity swaps, and options depending upon the underlying exposure. The company is not a party to leveraged derivative instruments.

A brief description of the major hedging programs, categorized by underlying risk, follows.

Interest Rate Risk

Fixed and Variable Rate Borrowings

The company issues debt in the global capital markets to fund its operations and financing business. 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 use interest-rate swaps to convert specific fixed-rate debt issuances into variable-rate debt (i.e., fair value hedges) and to convert specific variable-rate debt issuances into fixed-rate debt (i.e., cash flow hedges). At March 31, 2020 and December 31, 2019, the total notional amount of the company’s interest-rate swaps was $3.0 billion at both periods. The weighted-average remaining maturity of these instruments at March 31, 2020 and December 31, 2019 was approximately 1.9 years and 2.2 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, 2020 and December 31, 2019.

Forecasted Debt Issuance

The company is exposed to interest rate volatility on future debt issuances. To manage this risk, the company may use instruments such as forward starting interest-rate swaps to lock in the rate on the interest payments related to the forecasted debt issuances. In the second quarter of 2019, the company issued an aggregate of $20 billion of indebtedness (refer to note 11, “Borrowings,” for additional information). Following the receipt of the net proceeds from this debt offering, the company terminated $5.5 billion of forward starting interest-rate swaps. There were 0 instruments outstanding at March 31, 2020 and December 31, 2019.

In connection with cash flow hedges of forecasted interest payments related to the company's borrowings, the company recorded net losses of $188 million and net losses of $192 million (before taxes) at March 31, 2020 and December 31, 2019, respectively, in AOCI. The company estimates that $18 million (before taxes) of the deferred net losses on derivatives in AOCI at March 31, 2020 will be reclassified to net income within the next 12 months, providing an offsetting economic impact against the underlying interest payments.

Foreign Exchange Risk

Long-Term Investments in Foreign Subsidiaries (Net Investment)

A large portion of the company’s foreign currency denominated debt portfolio is designated as a hedge of net investment in foreign subsidiaries to reduce the volatility in stockholders’ equity 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, 2020 and December 31, 2019, the carrying value of debt designated as hedging instruments was $16.7 billion and $7.3 billion, respectively. The $9.4 billion increase is part of the company’s risk management strategy and is primarily due to the designation of new debt issuances and previously hedged Euro denominated debt. The company also uses cross-currency swaps and foreign exchange forward contracts for this risk management purpose. At March 31, 2020 and December 31, 2019, the total notional amount of derivative instruments designated as net investment hedges was $8.4 billion and $7.9 billion, respectively. At March 31, 2020 and December 31, 2019, the weighted-average remaining maturity of these instruments was approximately 0.2 years and 0.1 years, respectively.

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Notes to Consolidated Financial Statements — (continued)

Anticipated Royalties and Cost Transactions

The company’s operations generate significant nonfunctional currency, third-party vendor payments and intercompany payments for royalties and goods and services among the company’s non-U.S. subsidiaries and with the company. In anticipation of these foreign currency cash flows and in view of the volatility of the currency markets, the company selectively employs foreign exchange forward contracts to manage its currency risk. These forward contracts are accounted for as cash flow hedges. The maximum remaining length of time over which the company hedged its exposure is approximately four years. At March 31, 2020 and December 31, 2019, the total notional amount of forward contracts designated as cash flow hedges of forecasted royalty and cost transactions was $9.6 billion and $9.7 billion, respectively. At March 31, 2020 and December 31, 2019, the weighted-average remaining maturity of these instruments was approximately 0.7 years and 0.8 years, respectively.

At March 31, 2020 and December 31, 2019, in connection with cash flow hedges of anticipated royalties and cost transactions, the company recorded net gains of $174 million and net gains of $145 million (before taxes), respectively, in AOCI. The company estimates that $180 million (before taxes) of deferred net gains on derivatives in AOCI at March 31, 2020 will be reclassified to net income within the next 12 months, providing an offsetting economic impact against the underlying anticipated transactions.

Foreign Currency Denominated Borrowings

The company is exposed to exchange rate volatility on foreign currency denominated debt. To manage this risk, the company employs cross-currency swaps to convert fixed-rate foreign currency denominated debt to fixed-rate debt denominated in the functional currency of the borrowing entity. These swaps are accounted for as cash flow hedges. At March 31, 2020, the maximum length of time remaining over which the company hedged its exposure is approximately eight years. At March 31, 2020 and December 31, 2019, the total notional amount of cross-currency swaps designated as cash flow hedges of foreign currency denominated debt was $2.4 billion and $8.2 billion, respectively. The $5.7 billion decrease in cross-currency swaps is part of the company’s risk management strategy and the previously hedged foreign currency denominated debt has been designated as a hedge of net investment in foreign subsidiaries.

At March 31, 2020 and December 31, 2019, in connection with cash flow hedges of foreign currency denominated borrowings, the company recorded net losses of $308 million and net losses of $185 million (before taxes), respectively, in AOCI. The company estimates that $21 million (before taxes) of deferred net losses on derivatives in AOCI at March 31, 2020 will be reclassified to net income within the next 12 months, providing an offsetting economic impact against the underlying exposure.

Subsidiary Cash and Foreign Currency Asset/Liability Management

The company uses its Global Treasury Centers to manage the cash of its subsidiaries. These centers principally use currency swaps to convert cash flows in a cost-effective manner. In addition, the company uses foreign exchange forward contracts to economically hedge, on a net basis, the foreign currency exposure of a portion of the company’s nonfunctional currency assets and liabilities. The terms of these forward and swap contracts are generally less than one year. The changes in the fair values of these contracts and of the underlying hedged exposures are generally offsetting and are recorded in other (income) and expense in the Consolidated Income Statement. At March 31, 2020 and December 31, 2019, the total notional amount of derivative instruments in economic hedges of foreign currency exposure was $4.3 billion and $7.1 billion, respectively.

Equity Risk Management

The company is exposed to market price changes in certain broad market indices and in the company’s own stock primarily related to certain obligations to employees. Changes in the overall value of these employee compensation obligations are recorded in SG&A expense in the Consolidated Income Statement. Although not designated as accounting hedges, the company utilizes derivatives, including equity swaps and futures, to economically hedge the

38

Table of Contents

Notes to Consolidated Financial Statements — (continued)

exposures related to its employee compensation obligations. The derivatives are linked to the total return on certain broad market indices or the total return on the company’s common stock, and are recorded at fair value with gains or losses also reported in SG&A expense in the Consolidated Income Statement. At March 31, 2020 and December 31, 2019, the total notional amount of derivative instruments in economic hedges of these compensation obligations was $1.1 billion and $1.3 billion, respectively.

Cumulative Basis Adjustments for Fair Value Hedges

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

    

March 31, 

    

December 31, 

 

(Dollars in millions)

2020

2019

 

Short-term debt:

 

  

 

  

Carrying amount of the hedged item

$

(1,314)

$

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

 

(15)

 

Long-term debt:

 

  

 

  

Carrying amount of the hedged item

$

(2,147)

$

(3,411)

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

 

(475)

(1)

 

(440)

(1)

(1)Includes ($391) million and ($404) million of hedging adjustments on discontinued hedging relationships at March 31, 2020 and December 31, 2019, respectively.

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, cash flow hedges, net investment hedges and derivatives not designated as hedging instruments are recorded and the total effect of hedge activity on these income and expense line items are as follows:

Gains/(Losses) of

 

(Dollars in millions)

Total

Total Hedge Activity

 

For the three months ended March 31:

    

2020

    

2019

    

2020

    

2019

 

Cost of services

$

7,843

$

8,272

*

$

10

$

10

Cost of sales

 

1,624

 

1,603

*

 

9

 

18

Cost of financing

 

181

 

264

 

3

 

(18)

SG&A expense

 

5,955

 

4,691

 

(191)

 

141

Other (income) and expense

 

182

 

(73)

 

(101)

 

(69)

Interest expense

 

326

 

210

 

10

 

(20)

* Reclassified to conform to current period presentation.

39

Table of Contents

Notes to Consolidated Financial Statements — (continued)

Gain (Loss) Recognized in Consolidated Income Statement

Consolidated

Recognized on

Attributable to Risk

(Dollars in millions)

Income Statement

Derivatives

Being Hedged (2)

For the three months ended March 31:

    

Line Item

    

2020

    

2019

    

2020

    

2019

Derivative instruments in fair value hedges (1):

 

  

 

  

 

  

 

  

 

  

Interest rate contracts

 

Cost of financing

$

18

$

36

$

(13)

$

(33)

 

Interest expense

 

49

 

39

 

(37)

 

(36)

Derivative instruments not designated as hedging instruments:

 

  

 

  

 

  

 

  

 

  

Foreign exchange contracts

 

Other (income) and expense

 

(11)

 

18

 

N/A

 

N/A

Equity contracts

 

SG&A expense

 

(201)

 

119

 

N/A

 

N/A

Total

 

  

$

(146)

$

212

$

(50)

$

(69)

Gain (Loss) Recognized in Consolidated Income Statement and Other Comprehensive Income

 

(Dollars in millions)

Consolidated

Reclassified

Amounts Excluded from

 

For the three months

Recognized in OCI

Income Statement

from AOCI

Effectiveness Testing (3)

 

ended March 31:

    

2020

    

2019

    

Line Item

    

2020

    

2019

    

2020

    

2019

 

Derivative instruments in cash flow hedges:

 

  

 

  

 

  

 

  

 

  

  

 

  

Interest rate contracts

$

$

(171)

 

Cost of financing

$

(1)

$

$

$

 

Interest expense

 

(3)

 

 

 

Foreign exchange contracts

 

(180)

 

(181)

 

Cost of services

 

10

 

10

 

 

 

Cost of sales

 

9

 

18

 

 

 

Cost of financing

 

(7)

 

(29)

 

SG&A expense

 

10

 

22

 

 

 

Other (income) and expense

 

(89)

 

(87)

 

 

 

Interest expense

 

(18)

 

(33)

Instruments in net investment hedges (4):

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Foreign exchange contracts

 

485

 

19

 

Cost of financing

 

 

 

7

 

8

 

 

 

Interest expense

 

 

 

20

 

9

Total

$

304

$

(333)

 

  

$

(91)

$

(98)

$

27

$

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 and amortization of basis adjustments recorded on de-designated hedging relationships 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.
(4)Instruments in net investment hedges include derivative and non-derivative instruments.

N/A - not applicable

For the three months ending March 31, 2020 and 2019, there were no material gains or losses excluded from the assessment of hedge effectiveness (for fair value or cash flow hedges), or associated with an underlying exposure that did not or was not expected to occur (for cash flow hedges); nor are there any anticipated in the normal course of business.

40

Table of Contents

Notes to Consolidated Financial Statements — (continued)

16. Stock-Based Compensation:

Stock-based compensation cost is measured at grant date, based on the fair value of the award, and is recognized over the employee requisite service period. The following table presents total stock-based compensation cost included in income from continuing operations.

(Dollars in millions)

For the three months ended March 31:

2020

2019

Cost

$

27

$

20

Selling, general and administrative

 

117

 

74

Research, development and engineering

 

45

 

19

Pre-tax stock-based compensation cost

$

189

$

113

Income tax benefits

 

(45)

 

(25)

Total net stock-based compensation cost

$

144

$

88

Pre-tax stock-based compensation cost for the three months ended March 31, 2020 increased $76 million compared to the corresponding period in the prior year. This was primarily due to increases related to the conversions of stock-based compensation previously issued by Red Hat ($65 million), and restricted stock units ($17 million), partially offset by decreases in performance share units ($6 million).

Total unrecognized compensation cost related to non-vested awards at March 31, 2020 was $1.2 billion and is expected to be recognized over a weighted-average period of approximately 2.5 years.

Capitalized stock-based compensation cost was not material at March 31, 2020 and 2019.

17. Retirement-Related Benefits:

The company offers defined benefit pension plans, defined contribution pension plans, as well as nonpension postretirement plans primarily consisting of retiree medical benefits. The following table provides the pre-tax cost for all retirement-related plans.

    

    

    

    

    

Yr. to Yr.

 

(Dollars in millions)

Percent

 

For the three months ended March 31:

2020

2019

Change

 

Retirement-related plans — cost

 

  

 

  

 

  

Defined benefit and contribution pension plans — cost

$

584

$

437

 

33.7

%

Nonpension postretirement plans — cost

 

52

 

54

 

(4.1)

Total

$

636

$

491

 

29.5

%

41

Table of Contents

Notes to Consolidated Financial Statements — (continued)

The following table provides the components of the cost/(income) for the company’s pension plans.

Cost/(Income) of Pension Plans

(Dollars in millions)

U.S. Plans

Non-U.S. Plans

For the three months ended March 31:

    

2020

    

2019

    

2020

    

2019

Service cost

$

$

$

95

$

93

Interest cost (1)

 

375

 

472

 

129

 

208

Expected return on plan assets (1)

 

(542)

 

(650)

 

(309)

 

(399)

Amortization of prior service costs/(credits) (1)

 

4

 

4

 

(5)

 

(6)

Recognized actuarial losses (1)

 

207

 

140

 

342

 

314

Curtailments and settlements (1)

 

 

 

8

 

1

Multi-employer plans

 

 

 

7

 

9

Other costs/(credits) (1)

 

 

 

5

 

5

Total net periodic pension (income)/cost of defined benefit plans

$

44

$

(34)

$

274

$

223

Cost of defined contribution plans

 

155

 

149

 

110

 

98

Total defined benefit and contribution pension plans cost recognized in the Consolidated Income Statement

$

199

$

115

$

385

$

322

(1)These components of net periodic pension cost are included in other (income) and expense in the Consolidated Income Statement.

The following table provides the components of the cost for the company’s nonpension postretirement plans.

Cost of Nonpension Postretirement Plans

(Dollars in millions)

U.S. Plan

Non-U.S. Plans

For the three months ended March 31:

    

2020

    

2019

    

2020

    

2019

Service cost

$

2

$

3

$

1

$

1

Interest cost (1)

 

26

 

36

 

10

 

12

Expected return on plan assets (1)

 

 

 

(1)

 

(1)

Amortization of prior service costs/(credits) (1)

 

1

 

(1)

 

0

 

0

Recognized actuarial losses (1)

 

7

 

1

 

6

 

3

Curtailments and settlements (1)

 

 

 

0

 

0

Total nonpension postretirement plans cost recognized in Consolidated Income Statement

$

36

$

39

$

16

$

15

(1)These components of net periodic pension cost are included in other (income) and expense in the Consolidated Income Statement.

The company does not anticipate any significant changes to the expected plan contributions in 2020 from the amounts disclosed in the 2019 Annual Report.

The table below includes contributions to the following plans:

(Dollars in millions)

Plan Contributions

For the three months ended March 31:

    

2020

    

2019

U.S. nonpension postretirement benefit plan

$

136

$

194

Non-U.S. DB and multi-employer plans

 

82

 

94

Total plan contributions

$

217

$

288

During the three months ended March 31, 2020 and 2019, $255 million and $256 million, respectively, was contributed in U.S. Treasury securities, which is considered a non-cash transaction (includes the Active Medical Trust).

42

Table of Contents

Notes to Consolidated Financial Statements — (continued)

18. Subsequent Events:

On April 28, 2020, the company announced that the Board of Directors approved an increase in the quarterly dividend to $1.63 per common share. The dividend is payable June 10, 2020 to shareholders of record on May 8, 2020.

43

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

FOR THE THREE MONTHS ENDED MARCH 31, 2020

Snapshot

Financial Results Summary — Three Months Ended March 31:

    

    

    

    

    

Yr. to Yr.

 

Percent/

 

(Dollars and shares in millions except per share amounts)

Margin

 

For the three months ended March 31:

2020

2019

Change*

 

Revenue

$

17,571

$

18,182

 

(3.4)

%**

Gross profit margin

 

45.1

%  

 

44.2

%  

0.9

pts.

Total expense and other (income)

$

7,972

$

6,160

 

29.4

%

Income/(loss) from continuing operations before income taxes

$

(49)

$

1,883

 

nm

Provision for/(benefit from) income taxes from continuing operations

$

(1,226)

$

289

 

nm

Income from continuing operations

$

1,176

$

1,593

 

(26.2)

%

Income from continuing operations margin

 

6.7

%  

 

8.8

%  

(2.1)

pts.

Net income

$

1,175

$

1,591

 

(26.1)

%

Earnings per share from continuing operations - assuming dilution

$

1.31

$

1.78

 

(26.4)

%

Weighted-average shares outstanding - assuming dilution

 

895.0

 

893.9

 

0.1

%

At 3/31/2020

At 12/31/2019

Assets

$

153,403

$

152,186

 

0.8

%

Liabilities

$

133,275

$

131,202

 

1.6

%

Equity

$

20,128

$

20,985

 

(4.1)

%

*

2020 results were impacted by Red Hat acquisition-related activity.

** (1.9) percent adjusted for currency; 0.1 percent excluding divested businesses and adjusted for currency.

nm - not meaningful

Organization of Information:

In the first quarter of 2020, we realigned offerings and the related management system to reflect divestitures completed in the second half of 2019 and tighter integration of certain industry-specific consulting services. These changes impacted Cloud & Cognitive Software and Global Business Services, but did not impact the Consolidated Financial Statements. Total recast revenue for full-year 2019 was approximately $0.3 billion of IBM’s total $77 billion. Refer to note 4, “Segments,” for additional information on our reportable segments. The periods presented in this Form 10-Q are reported on a comparable basis. We provided recast historical segment information reflecting these changes in a Form 8-K dated April 21, 2020. Additionally, on April 6, 2020, Arvind Krishna became Chief Executive Officer of IBM and announced a number of management changes which did not impact our reportable segments.

On July 9, 2019, IBM acquired 100 percent of the outstanding shares of Red Hat, Inc. (Red Hat). Red Hat is reported within the Cloud & Cognitive Software segment, in Cloud & Data Platforms. Compared to the prior-year period, the Consolidated Income Statement for the three months ended March 31, 2020 includes impacts from purchase accounting adjustments, higher interest expense, higher intangible assets amortization and other acquisition-related activities. Refer to note 5, “Acquisitions & Divestitures,” for additional information.

44

Table of Contents

Management Discussion – (continued)

Currency:

The references to “adjusted for currency” or “at constant currency” in the Management Discussion do not include operational impacts that could result from fluctuations in foreign currency rates. When the company refers to growth rates at constant currency or adjusts such growth rates for currency, it is done so that certain financial results can be viewed without the impact of fluctuations in foreign currency exchange rates, thereby facilitating period-to-period comparisons of its business performance. Financial results adjusted for currency are calculated by translating current period activity in local currency using the comparable prior year period’s currency conversion rate. This approach is used for countries where the functional currency is the local currency. Generally, when the dollar either strengthens or weakens against other currencies, the growth at constant currency rates or adjusting for currency will be higher or lower than growth reported at actual exchange rates. Refer to “Currency Rate Fluctuations” for additional information.

Revenue Adjusted for Divested Businesses and Constant Currency:

To provide better transparency on the recurring performance of the ongoing business, the company provides revenue growth rates excluding divested businesses and at constant currency. These divested businesses are included in the category “Other–divested businesses.”

Operating (non-GAAP) Earnings:

In an effort to provide better transparency into the operational results of the business, supplementally, the company separates business results into operating and non-operating categories. Operating earnings from continuing operations is a non-GAAP measure that excludes the effects of certain acquisition-related charges, intangible asset amortization, expense resulting from basis differences on equity method investments, retirement-related costs and discontinued operations and their related tax impacts. Due to the unique, non-recurring nature of the enactment of the U.S. Tax Cuts and Jobs Act (U.S. tax reform), management characterizes the one-time provisional charge recorded in the fourth quarter of 2017 and adjustments to that charge as non-operating. Adjustments include true-ups, accounting elections, any changes to regulations, laws, audit adjustments, etc. that affect the recorded one-time charge. For acquisitions, operating (non-GAAP) earnings exclude the amortization of purchased intangible assets and acquisition-related charges such as in-process research and development, transaction costs, applicable retention, restructuring and related expenses, tax charges related to acquisition integration and pre-closing charges, such as financing costs. These charges are excluded as they may be inconsistent in amount and timing from period to period and are significantly impacted by the size, type and frequency of the company’s acquisitions. All other spending for acquired companies is included in both earnings from continuing operations and in operating (non-GAAP) earnings. Throughout the Management Discussion, the impact of acquisitions over the prior 12-month period may be a driver of higher expense year to year. For retirement-related costs, management characterizes certain items as operating and others as non-operating, consistent with GAAP. The company includes defined benefit plan and nonpension postretirement benefit plan service costs, multi-employer plan costs and the cost of defined contribution plans in operating earnings. Non-operating retirement-related costs include defined benefit plan and nonpension postretirement benefit plan amortization of prior service costs, interest cost, expected return on plan assets, amortized actuarial gains/losses, the impacts of any plan curtailments/settlements and pension insolvency costs and other costs. Non-operating retirement-related costs are primarily related to changes in pension plan assets and liabilities which are tied to financial market performance, and the company considers these costs to be outside of the operational performance of the business.

Overall, management believes that supplementally providing investors with a view of operating earnings as described above provides increased transparency and clarity into both the operational results of the business and the performance of the company’s pension plans; improves visibility to management decisions and their impacts on operational performance; enables better comparison to peer companies; and allows the company to provide a long-term strategic view of the business going forward. Our reportable segment financial results reflect pre-tax operating earnings from continuing operations, consistent with our management and measurement system. In addition, these non-GAAP measures provide a perspective consistent with areas of interest we routinely receive from investors and analysts.

45

Table of Contents

Management Discussion – (continued)

The following table provides the company’s operating (non-GAAP) earnings for the first quarter of 2020 and 2019.

    

    

    

    

    

Yr. to Yr.

 

(Dollars in millions except per share amounts)

Percent

 

For the three months ended March 31:

2020

2019

Change*

 

Net income as reported

$

1,175

$

1,591

 

(26.1)

%

Income/(loss) from discontinued operations, net of tax

 

(1)

 

(2)

 

(58.7)

Income from continuing operations

$

1,176

$

1,593

 

(26.2)

%

Non-operating adjustments (net of tax):

 

 

  

 

  

Acquisition-related charges

 

371

 

164

 

126.7

Non-operating retirement-related costs/(income)

 

250

 

111

 

124.9

U.S. tax reform charges

 

(149)

 

141

 

nm

Operating (non-GAAP) earnings**

$

1,649

$

2,009

 

(17.9)

%

Diluted operating (non-GAAP) earnings per share

$

1.84

$

2.25

 

(18.2)

%

*

2020 results were impacted by Red Hat acquisition-related activity.

** Refer to page 73 for a more detailed reconciliation of net income to operating earnings.

nm - not meaningful

Environmental Dynamics

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 IBM employees, our clients, business partners and community remain our primary focus. We are actively engaged to ensure our preparedness plans and response activities are aligned with recommendations of the WHO, the U.S. Centers for Disease Control and Prevention and governmental regulations.

IBM's technical and industry leaders are considering all options to help government and health agencies monitor and manage the outbreak. IBM's Summit supercomputer is helping researchers at the U.S. Department of Energy identify drug compounds that could disable the coronavirus. IBM's Watson Health unit is working directly with