8-KRegulation FDExhibits & Filings

INTERNATIONAL BUSINESS MACHINES CORP 8-K Report, Regulation FD Disclosure (Sep 28, 2021)

Filed September 28, 2021For Securities:IBM

Summary

This 8-K filing by IBM on September 28, 2021, primarily serves as a disclosure regarding the public filing of Kyndryl Holdings, Inc.'s registration statement on Form 10. This marks a significant step in IBM's previously announced plan to separate its managed infrastructure services business into a new, independent public company. Investors should note that this filing is intended to provide supplemental information, including non-GAAP financial measures, to offer a more comprehensive view of the company's performance and the implications of the separation. The provided exhibits contain additional details that management believes are useful for investors to understand the ongoing separation process and the financial information related to the planned Kyndryl spin-off. IBM also highlights its investor relations website as a resource for ongoing updates and information regarding the company's financial performance and strategic initiatives.

Key Highlights

  • 1IBM disclosed that Kyndryl Holdings, Inc., the entity for its managed infrastructure services business, publicly filed a registration statement on Form 10 with the SEC.
  • 2This filing is a key regulatory step in IBM's plan to separate its managed infrastructure services business into a new public company.
  • 3The report includes supplemental information via Exhibit 99.1, posted on IBM's Investor Relations website, related to the Form 10 filing.
  • 4IBM has provided non-GAAP financial information (Exhibit 99.2) that management believes offers useful insights to investors.
  • 5Detailed reconciliations between the provided non-GAAP measures and their directly comparable GAAP measures are included in Exhibit 99.3.
  • 6The company directs investors to its website (www.ibm.com/investor/) for updated financial and other relevant information.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce and provide supplemental information regarding the public filing of the registration statement on Form 10 by Kyndryl Holdings, Inc., which is IBM's managed infrastructure services business being separated into a new public company.

Kyndryl Holdings, Inc. is the new independent public company that will be formed from IBM's managed infrastructure services business. Its public filing of a registration statement is a significant step towards completing the planned separation, which will impact IBM's future financial structure and reporting.

IBM provides additional information through exhibits, including an investor relations article (Exhibit 99.1), details on non-GAAP financial information (Exhibit 99.2), and reconciliations of these non-GAAP measures to GAAP (Exhibit 99.3). Management believes these non-GAAP measures offer useful insights for investors.

IBM directs investors to its Investor Relations website (www.ibm.com/investor/) for updated financial and other information. The exhibits attached to this 8-K also contain significant details related to the separation and financial reporting.