Item 2.01. Completion of Acquisition or Disposition of Assets.
On November 3, 2021, International Business Machines Corporation (“IBM”) completed the previously announced complete legal and structural separation of its managed infrastructure services business and distribution to holders of IBM’s common stock of 80.1% of the outstanding shares of common stock of Kyndryl Holdings, Inc. (“Kyndryl”), in a tax free spin-off (the “Spin-Off”). The distribution was made in the amount of one share of Kyndryl common stock for every five shares of IBM common stock (the “Distribution”) owned by IBM’s stockholders of record as of the close of business on October 25, 2021. As a result of the Distribution, Kyndryl is now an independent public company trading under the symbol “KD” on the New York Stock Exchange. The Spin-Off was made without the payment of any consideration or the exchange of any shares by IBM’s stockholders.
Item 7.01. Regulation FD Disclosure.
Exhibit 99.1 of this Form 8-K contains additional information related to the unaudited pro forma financial information reflecting the Spin-Off that IBM has posted on its Investor Relations website (www.ibm.com/investor/).
In an effort to provide investors with additional information regarding the company’s results as determined by generally accepted accounting principles (“GAAP”), the company has disclosed in the attached investor relations article certain non-GAAP information, which management believes provides useful information to investors. The rationale for management’s use of non-GAAP measures and reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in Exhibit 99.2 to this Form 8-K.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished with the Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated financial information of IBM reflecting the separation of the Company's managed infrastructure service business of its GTS segment, including the unaudited Pro Forma Condensed Consolidated Income Statements for the six months ended June 30, 2021 and for each of the years ended December 31, 2020, 2019 and 2018 and the unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2021, are attached hereto as Exhibit 99.3 and incorporated herein by reference.
(d) Exhibits
The following exhibits are being furnished as part of this report:
The following exhibits are being filed as part of this report:
