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United States securities and exchange commission logo
August 20, 2021
Martin Schroeter
Chief Executive Officer
Kyndryl Holdings, LLC
One New Orchard Road
Armonk, NY 10504
Re: Kyndryl Holdings,
LLC
Amendment No. 1 to
Draft Registration Statement on Form 10
Submitted August 6,
2021
CIK No. 0001867072
Dear Mr. Schroeter:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
July 20, 2021 letter.
Amendment No. 1 to Draft Registration Statement
Unaudited Pro Forma Condensed Combined Financial Statements, page 35
1. Please tell us how you
considered the need for any adjustments related to your intellectual
property agreement as
discussed on page 92. Alternatively, if this agreement is already
reflected in your
adjustments, please tell us where.
Autonomous Entity Adjustments, page 40
2. We note that as an
independent separate public company, you expect to incur certain
expenses that were
previously allocated to you by your parent. It appears that only certain
of these expenses are
covered by your Transition Services Agreement. Please tell us how
Martin Schroeter
Kyndryl Holdings, LLC
August 20, 2021
Page 2
the remaining adjustments to expenses not covered by this agreement were
determined.
Also, tell us how you concluded these were Autonomous Entity Adjustments
and not
Management's Adjustments. In this regard, tell us why you did not
consider reductions of
allocated expenses by your parent to be a synergy of the transaction.
Refer to Item 11-
02(a)(6) of Regulation S-X.
Other Adjustments, page 41
3. Please tell us why you present the adjustment to remove revenue for a
client that was
historically managed by you in a separate Other Adjustments column and
not as a
Transaction Adjustment. In this regard, it appears the joint venture that
generated such
revenue is dissolving on the effective date of the spin-off and that
going forward you
anticipate entering into a separate and independent agreement with such
client. Refer to
Article 11-02(a)(6) of Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Other Information, page 67
4. We note your revised disclosures in response to prior comment 3. Please
further revise to
discuss the reason for the decline in signings between 2018 and 2019 and
explain how this
measure is useful to investors. Also, tell us whether you monitor
signings by new versus
existing customers and if so, please provide a quantified discussion of
such breakdown.
You may contact Rebekah Lindsey, Senior Staff Accountant, at (202)
551-3303 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
FirstName LastNameMartin Schroeter
Division of
Corporation Finance
Comapany NameKyndryl Holdings, LLC
Office of Technology
August 20, 2021 Page 2
cc: John C. Kennedy
FirstName LastName