Item 5.03 Amendments to Articles of Incorporations or Bylaws; Change in Fiscal
Year
On January 27, 2022, the Board of Directors of Kyndryl Holdings, Inc. (the
"Company" or "Kyndryl") approved a change to the fiscal year of the Company from
December 31 to March 31, to commence with the fiscal year ending March 31, 2023.
In connection with the change in the Company's fiscal year, the Company will
file a Transition Report on Form 10-QT for the three-month period ending March
31, 2022.
Item 7.01 Regulation FD Disclosure
In the fourth quarter of 2021, the Company implemented a new operating model and
reporting structure. With this change, the way the Company organizes its
operating and reportable segments was revised to better reflect the way the
chief operating decision maker ("CODM") reviews performance and allocates
resources. In addition, the measures of segment operating performance used by
Kyndryl's CODM changed.
The updated measures of segment operating performance used by Kyndryl's CODM are
revenue and adjusted EBITDA. The use of revenue and adjusted EBITDA aligns with
how the CODM assesses performance and allocates resources for the Company's
segments.
The updated segments were reorganized to reflect the way they are reviewed by
the CODM, resulting in the four reportable segments described as follows:
United States: This segment comprises Kyndryl's operations in the United States.
Japan: This segment comprises Kyndryl's operations in Japan.
Principal Markets: This segment comprises Kyndryl's operations in Australia/New
Zealand, Canada, France, Germany, India, Italy, Spain/Portugal, and the United
Kingdom/Ireland.
Strategic Markets: This segment comprises Kyndryl's operations in all other
geographic locations.
On January 31, 2022, the Company issued a press release announcing the change in
its reportable segments, the change in its fiscal year and the planned timing of
the release of its fourth quarter and full year 2021 earnings. The press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference. For informational purposes only, recast segment financial
data for the fiscal years ended December 31, 2020 and 2019, as well as the
selected interim periods for fiscal year 2021 and 2020 are included in the press
release furnished as Exhibit 99.1 to this Current Report on Form 8-K. This
information is being furnished pursuant to Regulation FD in order to provide
summary financial information and historical data that is presented on a basis
consistent with the new reporting structure. The Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2021 will reflect the new reporting
structure with prior periods adjusted accordingly.
The information in this Item 7.01, including Exhibit 99.1 hereto, shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference into any
filings under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Number Description of Exhibit
99.1 Press Release, dated January 31, 2022 (Furnished herewith)
104 Cover Page Interactive Data File (embedded in the Inline XBRL document)
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