Edgar Filing: INTERNATIONAL BUSINESS MACHINES CORP

FORM 10 - Q

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 JUNE 30, 2014

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)

Armonk, New York		10504
(Address of principal executive offices)		(Zip Code)

914-499-1900

(Registrant’s telephone number)

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 l2 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 ý No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ý No ☐

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

Large accelerated filer ý				Accelerated filer ☐

Non-accelerated filer ☐				Smaller reporting company ☐
(Do not check if a smaller reporting company)

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

The registrant had 997,592,162 shares of common stock outstanding at June 30, 2014.

Index

		Page
Part I - Financial Information:

Item 1. Consolidated Financial Statements:


Consolidated Statement of Earnings for the three and six months ended June 30, 2014 and 2013		3

Consolidated Statement of Comprehensive Income for the three and six months ended June 30, 2014 and 2013		4

Consolidated Statement of Financial Position at June 30, 2014 and December 31, 2013		5

Consolidated Statement of Cash Flows for the six months ended June 30, 2014 and 2013		7

Consolidated Statement of Changes in Equity for the six months ended June 30, 2014 and 2013		8

Notes to Consolidated Financial Statements		9

Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition		46

Item 4. Controls and Procedures		86

Part II - Other Information:

Item 1. Legal Proceedings		86

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Repurchases of Equity Securities		86

Item 6. Exhibits		87

Part I - Financial Information

Item 1. Consolidated Financial Statements :

INTERNATIONAL BUSINESS MACHINES CORPORATION
AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENT OF EARNINGS
(UNAUDITED)


			Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in millions except per share amounts)			2014		2013		2014		2013
Revenue:
Services		$	14,128	$	14,312	$	28,110	$	28,586
Sales			9,726		10,119		17,711		18,748
Financing			509		493		1,027		998
Total revenue			24,364		24,924		46,848		48,332
Cost:
Services			9,131		9,326		18,232		18,852
Sales			3,029		3,202		5,590		6,133
Financing			230		264		508		537
Total cost			12,389		12,792		24,330		25,522
Gross profit			11,975		12,132		22,518		22,810
Expense and other (income):
Selling, general and administrative			5,603		6,680		11,892		12,257
Research, development and engineering			1,457		1,548		2,958		3,193
Intellectual property and custom
	development income		(191)		(247)		(398)		(430)
Other (income) and expense			(201)		(91)		(326)		(151)
Interest expense			136		98		240		192
Total expense and other (income)			6,804		7,988		14,367		15,060
Income before income taxes			5,171		4,144		8,151		7,750
Provision for income taxes			1,034		918		1,630		1,492
Net income		$	4,137	$	3,226	$	6,521	$	6,258

Earnings per share of common stock:
	Assuming dilution	$	4.12	$	2.91	$	6.37	$	5.60
	Basic	$	4.14	$	2.93	$	6.41	$	5.65
Weighted-average number of common
	shares outstanding: (millions)
	Assuming dilution		1,005.1		1,109.4		1,023.5		1,116.7
	Basic		999.6		1,100.9		1,017.4		1,107.3

Cash dividend per common share		$	1.10	$	0.95	$	2.05	$	1.80

(Amounts may not add due to rounding.)

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

INTERNATIONAL BUSINESS MACHINES CORPORATION
AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(UNAUDITED)


			Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in millions)				2014		2013		2014		2013
Net income			$	4,137	$	3,226	$	6,521	$	6,258
Other comprehensive income/(loss), before tax:
	Foreign currency translation adjustments			339		(936)		278		(1,341)
	Net changes related to available-for-sale securities:
		Unrealized gains/(losses) arising during the period		1		0		1		(2)
		Reclassification of (gains)/losses to net income		0		0		5		0
		Subsequent changes in previously impaired
		securities arising during the period		–		0		–		1
	Total net changes related to available-for-sale securities			1		0		5		(1)
	Unrealized gains/(losses) on cash flow hedges:
		Unrealized gains/(losses) arising during the period		(16)		(10)		72		350
		Reclassification of (gains)/losses to net income		34		(47)		33		(103)
	Total unrealized gains/(losses) on cash flow hedges			18		(57)		104		247
	Retirement-related benefit plans:
		Prior service costs/(credits)		0		0		1		33
		Net (losses)/gains arising during the period		15		210		47		195
		Curtailments and settlements		8		0		13		0
		Amortization of prior service (credits)/costs		(29)		(28)		(59)		(58)
		Amortization of net (gains)/losses		639		864		1,288		1,750
	Total retirement-related benefit plans			633		1,045		1,290		1,920
Other comprehensive income/(loss), before tax				991		53		1,678		826
Income tax (expense)/benefit related to items of
		other comprehensive income		(205)		(361)		(445)		(842)
Other comprehensive income/(loss)				787		(309)		1,232		(16)
Total comprehensive income/(loss)			$	4,923	$	2,917	$	7,753	$	6,242

(Amounts may not add due to rounding.)

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

INTERNATIONAL BUSINESS MACHINES CORPORATION
AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(UNAUDITED)

ASSETS

				At June 30,		At December 31,
(Dollars in millions)				2014		2013
Assets:
	Current assets:
		Cash and cash equivalents		$	9,715	$	10,716
		Marketable securities			5		350
		Notes and accounts receivable - trade (net of allowances of $294
			in 2014 and $291 in 2013)		9,902		10,465
		Short-term financing receivables (net of allowances of $404 in 2014
			and $308 in 2013)		18,620		19,787
		Other accounts receivable (net of allowances of $45 in 2014 and
			$36 in 2013)		1,555		1,584
		Inventories, at lower of average cost or market:
			Finished goods		449		444
			Work in process and raw materials		1,889		1,866
		Total inventories			2,338		2,310
		Deferred taxes			1,783		1,651
		Prepaid expenses and other current assets			4,263		4,488
	Total current assets				48,182		51,350

	Property, plant and equipment				40,936		40,475
		Less: Accumulated depreciation			27,188		26,654
	Property, plant and equipment — net				13,748		13,821
	Long-term financing receivables (net of allowances of $68 in 2014
		and $80 in 2013)			12,140		12,755
	Prepaid pension assets				6,894		5,551
	Deferred taxes				2,828		3,051
	Goodwill				31,568		31,184
	Intangible assets — net				3,585		3,871
	Investments and sundry assets				5,369		4,639
	Total assets			$	124,314	$	126,223

(Amounts may not add due to rounding.)

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

INTERNATIONAL BUSINESS MACHINES CORPORATION
AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENT OF FINANCIAL POSITION – (CONTINUED)
(UNAUDITED)

LIABILITIES AND EQUITY

(Dollars in millions)			At June 30,		At December 31,
(Dollars in millions)			2014		2013
Liabilities:
	Current liabilities:
		Taxes	$	2,335	$	4,633
		Short-term debt		12,462		6,862
		Accounts payable		6,271		7,461
		Compensation and benefits		4,037		3,893
		Deferred income		12,591		12,557
		Other accrued expenses and liabilities		4,737		4,748
	Total current liabilities			42,433		40,154
	Long-term debt			34,008		32,856
	Retirement and nonpension postretirement benefit obligations			15,984		16,242
	Deferred income			4,152		4,108
	Other liabilities			10,224		9,934
	Total liabilities			106,801		103,294
Equity:
IBM stockholders’ equity:
	Common stock, par value $0.20 per share, and additional paid-in capital			52,163		51,594
		Shares authorized: 4,687,500,000
		Shares issued: 2014 - 2,212,895,614
		2013 - 2,207,522,548
	Retained earnings			134,483		130,042
	Treasury stock - at cost			(148,900)		(137,242)
		Shares: 2014 - 1,215,303,453
		2013 - 1,153,131,611
	Accumulated other comprehensive income/(loss)			(20,369)		(21,602)
	Total IBM stockholders’ equity			17,377		22,792
Noncontrolling interests				136		137
Total equity				17,513		22,929
Total liabilities and equity			$	124,314	$	126,223


(Amounts may not add due to rounding.)

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

INTERNATIONAL BUSINESS MACHINES CORPORATION
AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)

		Six Months Ended June 30,
(Dollars in millions)			2014		2013
Cash flows from operating activities:
Net income		$	6,521	$	6,258
Adjustments to reconcile net income to cash provided by operating activities
	Depreciation		1,628		1,632
	Amortization of intangibles		679		657
	Stock-based compensation		266		305
	Net (gain)/loss on asset sales and other		(425)		(10)
	Changes in operating assets and liabilities, net of acquisitions/divestitures		(1,763)		(1,644)
Net cash provided by operating activities			6,905		7,197

Cash flows from investing activities:
	Payments for property, plant and equipment		(1,757)		(1,574)
	Proceeds from disposition of property, plant and equipment		183		181
	Investment in software		(222)		(275)
	Acquisition of businesses, net of cash acquired		(603)		(179)
	Divestitures of businesses, net of cash transferred		408		12
	Non-operating finance receivables — net		619		336
	Purchases of marketable securities and other investments		(836)		(3,135)
	Proceeds from disposition of marketable securities and other investments		1,242		2,759
Net cash used in investing activities			(965)		(1,876)

Cash flows from financing activities:
	Proceeds from new debt		5,397		6,694
	Payments to settle debt		(2,808)		(4,876)
	Short-term borrowings/(repayments) less than 90 days — net		3,991		(376)
	Common stock repurchases		(11,828)		(6,145)
	Common stock transactions — other		401		657
	Cash dividends paid		(2,086)		(1,996)
Net cash used in financing activities			(6,933)		(6,043)

Effect of exchange rate changes on cash and cash equivalents			(8)		(133)
Net change in cash and cash equivalents			(1,000)		(854)

Cash and cash equivalents at January 1			10,716		10,412
Cash and cash equivalents at June 30		$	9,715	$	9,558


(Amounts may not add due to rounding.)

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

INTERNATIONAL BUSINESS MACHINES CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(UNAUDITED)


	Common
	Stock and							Accumulated
	Additional							Other			Total IBM			Non-
		Paid-in		Retained		Treasury			Comprehensive			Stockholders'			Controlling		Total
(Dollars in millions)		Capital		Earnings		Stock			Income/(Loss)			Equity			Interests		Equity
Equity - January 1, 2014		$	51,594	$	130,042	$	(137,242)		$	(21,602)		$	22,792		$	137	$	22,929
Net income plus other
comprehensive income/(loss)
Net income					6,521								6,521					6,521
Other comprehensive income/(loss)										1,232			1,232					1,232
Total comprehensive income/(loss)												$	7,753				$	7,753
Cash dividends paid –
common stock					(2,086)								(2,086)					(2,086)
Common stock issued under
employee plans (5,373,067 shares)			530										530					530
Purchases (1,095,148 shares) and
sales (688,444 shares) of treasury
stock under employee plans – net					6		(115)						(109)					(109)
Other treasury shares purchased,
not retired (61,765,138 shares)							(11,544)						(11,544)					(11,544)
Changes in other equity			39										39					39
Changes in noncontrolling interests																(1)		(1)
Equity - June 30, 2014		$	52,163	$	134,483	$	(148,900)		$	(20,369)		$	17,377		$	136	$	17,513

	Common
	Stock and							Accumulated
	Additional							Other			Total IBM			Non-
		Paid-in		Retained		Treasury			Comprehensive			Stockholders'			Controlling		Total
(Dollars in millions)		Capital		Earnings		Stock			Income/(Loss)			Equity			Interests		Equity
Equity - January 1, 2013		$	50,110	$	117,641	$	(123,131)		$	(25,759)		$	18,860		$	124	$	18,984
Net income plus other
comprehensive income/(loss)
Net income					6,258								6,258					6,258
Other comprehensive income/(loss)										(16)			(16)					(16)
Total comprehensive income/(loss)												$	6,242				$	6,242
Cash dividends paid –
common stock					(1,996)								(1,996)					(1,996)
Common stock issued under
employee plans (7,367,440 shares)			668										668					668
Purchases (1,399,751 shares)
sales (1,480,251 shares) of treasury
stock under employee plans – net					(19)		(113)						(132)					(132)
Other treasury shares purchased,
not retired (29,389,794 shares)							(5,994)						(5,994)					(5,994)
Changes in other equity			108										108					108
Changes in noncontrolling interests																4		4
Equity - June 30, 2013		$	50,886	$	121,883	$	(129,239)		$	(25,774)		$	17,756		$	127	$	17,883

(Amounts may not add due to rounding.)

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

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. Refer to the company's 2013 Annual Report on pages 67 to 70 for a discussion of the company's critical accounting estimates.

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 2013 Annual Report.

Noncontrolling interest amounts in income of $2.4 million and $0.9 million, net of tax, for the three months ended June 30, 2014 and 2013, respectively, and $1.9 million and $2.3 million, net of tax, for the six months ended June 30, 2014 and 2013, respectively, are included in the Consolidated Statement of Earnings within the other (income) and expense line item.

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

2. Accounting Changes: In May 2014, the Financial Accounting Standards Board (FASB) issued guidance on the recognition of revenue from contracts with customers. Revenue recognition will depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application. The guidance is effective January 1, 2017 and early adoption is not permitted. The company is currently evaluating the impact of the new guidance and the method of adoption in the consolidated financial results.

In April 2014, the FASB issued guidance that changed the criteria for reporting a discontinued operation. Only disposals of a component that represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results is a discontinued operation. The guidance also requires expanded disclosures about discontinued operations and disposals of a significant part of an entity that does not qualify for discontinued operations reporting. The guidance is effective January 1, 2015 with early adoption permitted, but only for disposals (or classifications as held for sale) that have not been reported in previously-issued financial statements. The impact to the company will be dependent on any transaction that is within the scope of the new guidance.

In July 2013, the FASB issued guidance regarding the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. Under certain circumstances, unrecognized tax benefits should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. The guidance was effective January 1, 2014. The guidance was a change in financial statement presentation only and did not have a material impact in the consolidated financial results.

In March 2013, the FASB issued guidance on when foreign currency translation adjustments should be released to net income. When a parent entity ceases to have a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity, the parent is required to release any related cumulative translation adjustment into net income. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The guidance was effective January 1, 2014 and did not have a material impact in the Consolidated Statement of Financial Position.

In February 2013, the FASB issued guidance for the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of the guidance is

Notes to Consolidated Financial Statements – (continued)

fixed at the reporting date. Examples include debt arrangements, other contractual obligations and settled litigation matters. The guidance requires an entity to measure such obligations as the sum of the amount that the reporting entity agreed to pay on the basis of its arrangement among its co-obligors plus additional amounts the reporting entity expects to pay on behalf of its co-obligors. The guidance was effective January 1, 2014 and did not have a material impact in the consolidated financial results.

3. Financial Instruments:

Fair Value Measurements

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

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

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

· Level 3—Unobservable inputs for the asset or liability.

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

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

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

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

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

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

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

Certain financial assets are measured at fair value on a nonrecurring basis. These assets include equity method investments that are recognized at fair value at the measurement date to the extent that they are deemed to be other-than-temporarily impaired. Certain assets that are measured at fair value on a recurring basis can be subject to nonrecurring fair value measurements. These assets include available-for-sale equity investments that are deemed to be other-than-temporarily impaired. In the event of an other-than-temporary impairment of a financial investment, fair value is measured using a model described above.

Non-financial assets such as property, plant and equipment, 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 nonfinancial assets depend on the type of asset. See note A, “Significant Accounting Policies - Impairment,” on page 88 in the company’s 2013 Annual Report for additional information. There were no material impairments of non-financial assets for the six months ended June 30, 2014 and 2013, respectively.

Notes to Consolidated Financial Statements – (continued)

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

The following tables present the company’s financial assets and financial liabilities that are measured at fair value on a recurring basis at June 30, 2014 and December 31, 2013.

(Dollars in millions)
At June 30, 2014				Level 1		Level 2		Level 3		Total
Assets:
	Cash equivalents (1)
		Time deposits and certificates of deposit	$	—	$	5,056	$	—	$	5,056
		Commercial paper		—		615		—		615
		Money market funds		1,260		—		—		1,260
		U.S. government securities		—		300		—		300
		Canadian government securities		—		234		—		234
		Other securities		—		8		—		8
	Total			1,260		6,213		—		7,474	(6)
	Debt securities - current (2)			—		5		—		5	(6)
	Debt securities - noncurrent (3)			1		8		—		9
	Trading securities investments (3)			—		92		—		92
	Available-for-sale equity investments (3)			8		—		—		8
	Derivative assets (4)
		Interest rate contracts		—		490		—		490
		Foreign exchange contracts		—		268		—		268
		Equity contracts		—		15		—		15
	Total			—		772		—		772	(7)
Total assets			$	1,270	$	7,091	$	—	$	8,362	(7)
Liabilities:
	Derivative liabilities (5)
		Foreign exchange contracts	$	—	$	328	$	—	$	328
		Equity contracts		—		13		—		13
		Interest rate contracts		—		0		—		0
Total liabilities			$	—	$	341	$	—	$	341	(7)

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

(2) Commercial paper and certificates of deposit reported as marketable securities in the Consolidated Statement of

Financial Position.

(3) Included within investments and sundry assets in the Consolidated Statement of Financial Position.

(4) The gross balances of derivative assets contained within prepaid expenses and other current assets, and investments

and sundry assets in the Consolidated Statement of Financial Position at June 30, 2014 were $176 million and

$596 million respectively.

(5) The gross balances of derivative liabilities contained within other accrued expenses and liabilities, and other

Liabilities in the Consolidated Statement of Financial Position at June 30, 2014 were $309 million and $32

million, respectively.

(6) Available-for-sale securities with carrying values that approximate fair value.

(7) If derivative exposures covered by a qualifying master netting agreement had been netted in the Consolidated

Statement of Financial Position, the total derivative asset and liability positions would have been reduced by $184

million each.

Notes to Consolidated Financial Statements – (continued)

(Dollars in millions)