REG-Intnl Bus. Mach IBM Completes the Separation of Kyndryl

International Business MachinesAnnouncement

04/11/2021 07:00

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IBM Completes the Separation of Kyndryl

 

IBM (NYSE: IBM) announced today that it has completed the separation of its
managed infrastructure services business to Kyndryl. Starting on November 4,
2021, Kyndryl will begin “regular way” trading on the New York Stock
Exchange under the symbol “KD.”

Each holder of IBM common stock will receive one share of Kyndryl common stock
for every five shares of IBM common stock held on October 25, 2021, the record
date for the distribution. For United States federal income tax purposes, the
distribution has been conducted in a tax-efficient manner for IBM stockholders
in the United States.

“The separation of Kyndryl is one of many actions we are taking to sharpen
our focus on hybrid cloud and AI, leverage a portfolio clearly focused on
technology and consulting, and achieve our growth objectives,” said Arvind
Krishna, IBM chairman and chief executive officer. “We look forward to our
partnership with Kyndryl as it moves forward as an independent company.”

As previously stated, IBM is retaining 19.9 percent of the shares of Kyndryl
common stock, with the intention of exchanging those shares for IBM debt
during the 12-month period following the distribution, subject to market
considerations.

Forward-Looking and Cautionary Statements

Except for the historical information and discussions contained herein,
statements contained in this release may constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are based on the company’s current assumptions
regarding future business and financial performance. These statements involve
a number of risks, uncertainties and other factors that could cause actual
results to differ materially, including, but not limited to, the following: a
downturn in economic environment and client spending budgets; a failure of the
company’s innovation initiatives; damage to the company’s reputation;
risks from investing in growth opportunities; failure of the company’s
intellectual property portfolio to prevent competitive offerings and the
failure of the company to obtain necessary licenses; the possibility that the
proposed separation of the managed infrastructure services unit of the
company’s Global Technology Services segment will not be completed within
the anticipated time period or at all, the possibility of disruption or
unanticipated costs in connection with the proposed separation or the
possibility that the separation will not achieve its intended benefits; the
company’s ability to successfully manage acquisitions, alliances and
dispositions, including integration challenges, failure to achieve objectives,
the assumption of liabilities, and higher debt levels; fluctuations in
financial results; impact of local legal, economic, political, health and
other conditions; the company’s failure to meet growth and productivity
objectives; ineffective internal controls; the company’s use of accounting
estimates; impairment of the company’s goodwill or amortizable intangible
assets; the company’s ability to attract and retain key employees and its
reliance on critical skills; impacts of relationships with critical suppliers;
product quality issues; impacts of business with government clients; reliance
on third party distribution channels and ecosystems; cybersecurity and data
privacy considerations; adverse effects from environmental matters, tax
matters; legal proceedings and investigatory risks; the company’s pension
plans; currency fluctuations and customer financing risks; impact of changes
in market liquidity conditions and customer credit risk on receivables; risk
factors related to IBM securities; and other risks, uncertainties and factors
discussed in the company’s Form 10-Qs, Form 10-K and in the company’s
other filings with the United States Securities and Exchange Commission or in
materials incorporated therein by reference. Any forward-looking statement in
this release speaks only as of the date on which it is made. Except as
required by law, the company assumes no obligation to update or revise any
forward-looking statements.

IBM

Tim Davidson, 914-844-7847

tfdavids@us.ibm.com (mailto:tfdavids@us.ibm.com)



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