Kyndryl Holdings, Inc.
For the period ended Sep 30, 2026. Filed Nov 4, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 4, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001104659-26-091129
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-04.
0001104659-26-122680
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 96 previous paragraphs and 109 current paragraphs.
53 unchanged; 31 reworded; 22 added; 9 removed; 3 previous and 3 current paragraphs rearranged.
Tables are not compared: 40 previous and 42 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (22)
Current report
For the three months ended September 30, 2026, we reported $3.7 billion in revenue, a decrease of 1.9 percent, and 0.8 percent in constant currency, compared to the prior-year period. United States revenue increased 9.0 percent; Japan revenue decreased 4.6 percent, and in constant currency, revenue increased 2.9 percent; Principal Markets revenue decreased 6.1 percent, and decreased 4.8 percent in constant currency; and Strategic Markets revenue decreased 4.8 percent, and decreased 6.7 percent in constant currency, in each case compared to the three months ended September 30, 2025. Net income was $59 million in the three months ended September 30, 2026 compared to net income of $68 million in the three months ended September 30, 2025.
Current report
For the six months ended September 30, 2026, we reported $7.3 billion in revenue, a decrease of 2.6 percent, and a decrease of 2.1 percent in constant currency, compared to the prior-year period. United States revenue increased 6.8 percent; Japan revenue decreased 6.1 percent, and in constant currency, revenue increased 2.4 percent; Principal Markets revenue decreased 6.6 percent, and in constant currency, revenue decreased 6.8 percent; and Strategic Markets revenue decreased 4.0 percent, and decreased 6.8 percent in constant currency, in each case compared to the six months ended September 30, 2025. During the period, Kyndryl Consult and hyperscaler-related revenues grew and overall
Current report
revenue trends improved as signings gained momentum. Customer decisions involving mission-critical systems remain complex amid the pace of technological innovation and regulatory uncertainty, and factor into the sales cycle timeline. Net income was $4 million in the six months ended September 30, 2026 compared to net income of $124 million in the six months ended September 30, 2025, driven by a $146 million increase in workforce rebalancing charges and a $38 million increase in impairment expense driven by the sale of a facility in the United States, partially offset by a $40 million gain from the sale of a wholly-owned digital solutions subsidiary in the Principal Markets segment (classified as a transaction-related benefit) in the current period.
Current report
The Company made a minor change to its geographic reportable segments effective during the quarter ended September 30, 2026 to reflect how the Company manages its operations and measures business performance, transitioning the reporting and management of its operations in India from the Principal Markets segment to the Strategic Markets segment to strengthen coordination across the Asia Pacific region, outside of Japan. All historical reportable segment information has been recast to reflect this change.
Current report
For the three months ended September 30, 2026, United States revenue of $980 million increased 9.0 percent compared to the prior-year quarter, primarily driven by higher revenue from recent signings and additional resource usage under managed services contracts, and included the resolution of a commercial matter which contributed 3 points of growth in revenue. Adjusted EBITDA increased $78 million from the prior-year quarter, driven by the higher revenue and progress on our key initiatives to drive operating efficiencies, as well as the resolution of a commercial matter, which contributed 15 points of growth.
Current report
For the six months ended September 30, 2026, Japan revenue of $1.1 billion decreased 6.1 percent and included an 8.5-point impact from currency. Revenue growth in constant currency of 2.4 percent was primarily driven by higher revenue from recent signings. Adjusted EBITDA decreased $20 million from the prior-year period, driven by lower revenue and a $9 million increase in workforce rebalancing charges.
Current report
For the three months ended September 30, 2026, Principal Markets revenue of $1.2 billion decreased 6.1 percent, and decreased 4.8 percent in constant currency, compared to the prior-year quarter, which primarily reflects the completion of lower-margin customer projects and contracts. Adjusted EBITDA increased $1 million from the prior-year quarter.
Current report
For the six months ended September 30, 2026, Principal Markets revenue of $2.4 billion decreased 6.6 percent compared to the prior-year period, which primarily reflects the completion of lower-margin customer projects and contracts. Adjusted EBITDA decreased $45 million from the prior-year period, primarily driven by a $36 million increase in workforce rebalancing charges and lower revenue.
Current report
For the three months ended September 30, 2026, Strategic Markets revenue of $939 million decreased 4.8 percent and included a 1.9-point impact from currency. Revenue decreased 6.7 percent in constant currency, compared
Current report
to the prior-year quarter, primarily driven by the completion of customer projects and contracts. Adjusted EBITDA decreased $10 million from the prior-year quarter, primarily driven by progress on our key initiatives to drive operating efficiencies.
Current report
For the six months ended September 30, 2026, Strategic Markets revenue of $1.9 billion decreased 4.0 percent and included a 2.8-point impact from currency. Revenue decreased 6.8 percent in constant currency, compared to the prior-year period, primarily driven by the completion of customer projects and contracts. Adjusted EBITDA decreased $112 million from the prior-year period, driven by an $86 million increase in workforce rebalancing charges and lower revenue.
Current report
Corporate and other was a net expense of $26 million in the three months ended September 30, 2026, compared to $28 million in the three months ended September 30, 2025. Corporate and other was a net expense of $56 million in the six months ended September 30, 2026, compared to $53 million in the six months ended September 30, 2025.
Current report
Cost of services was 76.5% of revenue in the three months ended September 30, 2026, compared to 78.5% in the three months ended September 30, 2025, driven by progress on our key initiatives to drive operating efficiencies. Selling, general and administrative expenses were 18.3% of revenue in the three months ended September 30, 2026 compared to 17.7% in the prior-year quarter, driven by lower revenue. Workforce rebalancing charges were 1.0% of revenue in the three months ended September 30, 2026 compared to 0.5% of revenue in the prior-year quarter. Interest expense was 1.0% of revenue in the three months ended September 30, 2026 compared to 0.5% in the prior-year quarter, driven by interest on borrowings drawn under our Revolving Credit Agreement in February 2026.
Current report
The provision for income taxes for the three months ended September 30, 2026 was $53 million, compared to $30 million for the three months ended September 30, 2025. The provision for income taxes for the six months ended September 30, 2026 was $39 million, compared to $66 million for the six months ended September 30, 2025. The income tax expense was primarily attributable to taxes on foreign operations, uncertain tax positions, and valuation allowances recorded in certain jurisdictions. For the six months ended September 30, 2026, income tax expense was additionally impacted by the finalization of the prior-year income tax returns.
Current report
The Company is engaged in various tax matters in multiple jurisdictions that remain subject to examination, negotiation, or other administrative proceedings. It is reasonably possible that the amount of unrecognized tax benefits associated with these matters could significantly increase or decrease within the next twelve months as these matters progress. However, due to the uncertainty surrounding the timing and ultimate resolution of these matters, the Company cannot reasonably estimate the range of any potential change at this time.
Current report
Our capital allocation priorities are focused on financial flexibility with strong liquidity, including to invest in strategic growth initiatives and maintaining our investment-grade ratings. Consistent with these priorities, in September 2026, we completed the acquisition of Healthcare IT Leaders with cash on hand and temporarily paused our stock repurchase program to preserve financial flexibility. We also completed a $1 billion registered offering of 3- and 5-year notes in September 2026, using the net proceeds to repay debt and extending our debt maturity profile.
Current report
In September 2026, we completed a registered offering of $600 million aggregate principal amount of 7.80% senior unsecured notes due 2029 (the “2029 Notes”) and $400 million aggregate principal amount of 7.875% senior unsecured notes due 2032 (the “2032 Notes”). We received net proceeds of approximately $595 million from the issuance of the 2029 Notes and approximately $391 million from the issuance of the 2032 Notes, after deducting
Current report
discounts and debt issuance costs. The interest rate payable on these notes will be subject to adjustment from time to time if any of Moody’s, S&P or Fitch downgrades (or subsequently upgrades) the debt rating applicable to these notes. The 2029 Notes and 2032 Notes are the Company’s senior unsecured obligations and rank equally in right of payment among themselves and with all of the Company’s other existing and future senior unsecured indebtedness.
Current report
In October 2026, we repaid at maturity the $700 million aggregate principal amount of our 2.05% senior notes due 2026, which were outstanding as of September 30, 2026, using the net proceeds from the offerings of the 2029 and 2032 Notes.
Current report
Commercial Paper Program
Current report
In November 2026, the Company established a commercial paper program, under which we may issue short-term paper notes from time to time of up to a maximum aggregate principal amount of $3.15 billion, with maturities of up to 397 days from the date of issue. The notes will be sold under customary terms in the commercial paper market. The proceeds from the issuance of any notes under the program will be used for general corporate purposes. The commercial paper program is backed by the revolving credit facility, and any commercial paper borrowings will reduce the available capacity under the Revolving Credit Agreement. The Company has not initiated any borrowings under this program.
Current report
In February 2026, the Company borrowed $1 billion under the Revolving Credit Agreement, which was repaid in full in September, and there was no outstanding borrowing under the Revolving Credit Agreement as of September 30, 2026.
Removed paragraphs (9)
Previous report
For the three months ended June 30, 2026, we reported $3.6 billion in revenue, a decrease of 3 percent compared to the prior-year period. United States revenue increased 5 percent; Japan revenue decreased 8 percent, and increased 2 percent in constant currency; Principal Markets revenue decreased 7 percent; and Strategic Markets revenue decreased 3 percent, in each case compared to the three months ended June 30, 2025. During the period, growth in Kyndryl Consult and hyperscaler-related revenues were partially offset by lengthening sales cycles and evolving content from the Company’s former parent in the Company’s customer engagements. The net loss was $55 million in the three months ended June 30, 2026 compared to net income of $56 million in the three months ended June 30, 2025, driven by a $127 million increase in workforce rebalancing charges, a $38 million increase in impairment expense driven by the sale of a facility in the United States, and a $22 million increase in selling, general and administrative expenses driven by increased expenses to support future growth, partially offset by a lower provision for income taxes of $50 million and a $40 million gain from the sale of a wholly-owned digital solutions subsidiary in the Principal Markets segment (classified as a transaction-related benefit) in the current period.
Previous report
NM – not meaningful
Previous report
For the three months ended June 30, 2026, Principal Markets revenue of $1.3 billion decreased 7 percent, and decreased 8 percent in constant currency, compared to the prior-year quarter, primarily driven byactions the Company has taken to reduce certain low-margin components of its customer relationships entered into before the Spin-off. Adjusted EBITDA decreased $46 million from the prior-year quarter, driven by a $33 million increase in workforce rebalancing charges and lower revenue.
Previous report
For the three months ended June 30, 2026, Strategic Markets revenue of $868 million decreased 3 percent and included a 5 point impact from currency. Revenue declined 8 percent in constant currency, compared to the prior-year quarter, primarily driven byactions the Company has taken to reduce certain low-margin components of its customer relationships entered into before the Spin-off. Adjusted EBITDA decreased $101 million from the prior-year quarter, driven by a $73 million increase in workforce rebalancing charges and lower revenue.
Previous report
Corporate and other had an adjusted EBITDA loss of $30 million in the three months ended June 30, 2026, compared to a loss of $26 million in the three months ended June 30, 2025.
Previous report
NM – not meaningful
Previous report
The provision for income taxes for the three months ended June 30, 2026 was $14 million of benefit, compared to $36 million of expense for the three months ended June 30, 2025. The income tax benefit in the current-year period was primarily driven by a pretax loss, resulting in a tax benefit in jurisdictions where such losses are expected to be realized. The income tax expense in the prior-year period was primarily attributable to taxes on foreign operations and valuation allowances recorded in certain jurisdictions against deferred tax assets that were not more likely than not to be realized.
Previous report
We have outstanding $700 million of fixed-rate notes that mature in October 2026. We intend to refinance these notes at a future date, subject to market conditions.
Previous report
In February 2026, the Company borrowed $1 billion under the Revolving Credit Agreement, currently bearing an interest rate of 5.09%. Proceeds are intended to be used for working capital and other general corporate purposes, which may include repayment of indebtedness and acquisitions. The borrowing matures in August 2026. In the second quarter, we have extended it for an additional three months to mature in November 2026. As of June 30, 2026, approximately $2.2 billion of additional capacity remained available.
Reworded paragraphs (31)
Previous wording
FOR THE THREE MONTHS ENDED JUNE 30, 2026
Current wording
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2026
Previous wording
The Company is organized, managed and classified into four reportable segments by geography: United States, Japan, Principal Markets and Strategic Markets. For additional information on these segments, refer to Note 4 – Segments to our consolidated financial statements included elsewhere in this report.
Current wording
The Company is organized, managed and classified into four reportable segments by geography: United States, Japan, Principal Markets and Strategic Markets. For additional information on these segments, refer to Note 4 – Segments to our consolidated financial statements included elsewhere in this report. The Company made a minor change to its geographic reportable segments effective during the quarter ended September 30, 2026 to reflect how the Company manages its operations and measures business performance, transitioning the reporting and management of its operations in India from the Principal Markets segment to the Strategic Markets segment to strengthen coordination across the Asia Pacific region, outside of Japan. All historical reportable segment information has been recast to reflect this change.
Previous wording
Global markets have continued to experience volatility in 2026, amid ongoing trade tensions and heightened macroeconomic uncertainties, driven by geopolitical developments and conflicts, concerns over changes in global trade policies and the imposition of import tariffs by the United States, reactions from other nations and proposed U.S.
Current wording
Global markets have continued to experience volatility in 2026, amid ongoing trade tensions and heightened macroeconomic uncertainties, driven by geopolitical developments and conflicts, concerns over changes in global trade policies and the imposition of import tariffs by the United States, reactions from other nations, proposed U.S. government spending reductions, and AI-related developments and opportunities in our customers’ industries. Increased economic uncertainty has impacted and may continue to impact the level and composition of global macroeconomic activity.
Previous wording
For information concerning our recent acquisitions and divestitures activity, see Note 8 – Acquisitions and Divestitures in the consolidated financial statements included elsewhere in this report.
Current wording
In September, the Company completed its acquisition of Healthcare IT Leaders, an enterprise IT services provider serving hospitals and health systems across the United States, for up to $350 million, including a contingent performance-based earnout. For further information concerning our recent acquisitions and divestitures activity, see Note 8 – Acquisitions and Divestitures in the consolidated financial statements included elsewhere in this report.
Previous wording
The following table presents our reportable segments’ revenue and adjusted EBITDA for the three months ended June 30, 2026 and 2025. Segment revenue and revenue growth in constant currency exclude any transactions between the segments.
Current wording
The following table presents our reportable segments’ revenue and adjusted EBITDA for the three and six months ended September 30, 2026 and 2025. Segment revenue and revenue growth in constant currency exclude any transactions between the segments.
Previous wording
Additionally, management uses adjusted EBITDA to evaluate our performance. Adjusted EBITDA is a non-GAAP measure and defined as net income (loss) excluding income taxes, interest expense, depreciation and amortization (excluding depreciation of right-of-use assets and amortization of capitalized contract costs), charges related to ceasing to use leased/fixed assets, charges related to lease terminations, transaction-related costs and benefits, pension expenses other than pension servicing costs and multi-employer plan costs, stock-based compensation expense, impairment expense, significant litigation costs and benefits, and currency impacts of highly inflationary countries. We believe that adjusted EBITDA is a helpful supplemental measure to assist investors in evaluating our operating results as it excludes certain items whose fluctuation from period to period does not necessarily correspond to changes in the operations of our business.
Current wording
Additionally, management uses adjusted EBITDA to evaluate our performance. Adjusted EBITDA is a non-GAAP measure and defined as net income excluding income taxes, interest expense, depreciation of property, equipment and capitalized software, amortization of transition costs and prepaid software, amortization of acquisition-related intangible assets, charges related to ceasing to use leased/fixed assets, charges related to lease terminations, transaction-related costs and benefits, pension expenses other than pension servicing costs and multi-employer plan costs, stock-based compensation expense, impairment expense, significant litigation costs and benefits, and currency impacts of highly inflationary countries. We believe that adjusted EBITDA is a helpful supplemental measure to assist investors in evaluating our operating results as it excludes certain items whose fluctuation from period to period does not necessarily correspond to changes in the operations of our business.
Previous wording
These disclosures are provided in addition to and not as a substitute for the percentage change in revenue and profit or loss measures on a U.S. GAAP basis compared to the corresponding period in the prior year. Other companies may calculate and define similarly labeled items differently, which may limit the usefulness of these measures for comparative purposes.
Current wording
These disclosures are provided in addition to and not as a substitute for the percentage change in revenue and profit or loss measures on a U.S. GAAP basis compared to the corresponding period in the prior year. Other companies
Previous wording
The following table provides a reconciliation of U.S. GAAP net income (loss) to adjusted EBITDA:
Current wording
The following table provides a reconciliation of U.S. GAAP net income to adjusted EBITDA:
Previous wording
For the three months ended June 30, 2026, United States revenue of $954 million increased 5 percent compared to the prior-year quarter, driven by higher revenue from recent signings. Adjusted EBITDA increased $24 million from the prior-year quarter, driven by the higher revenue from recent signings and progress on our key initiatives to drive operating efficiencies, partially offset by a $15 million increase in workforce rebalancing charges.
Current wording
For the six months ended September 30, 2026, United States revenue of $1.9 billion increased 6.8 percent compared to the prior-year period, driven by higher revenue from recent signings. Adjusted EBITDA increased $102 million from the prior-year period, driven by the higher revenue and progress on our key initiatives to drive operating efficiencies, partially offset by a $14 million increase in workforce rebalancing charges.
Previous wording
For the three months ended June 30, 2026, Japan revenue of $534 million decreased 8 percent and included a 10 point impact from currency. Revenue growth in constant currency of 2 percent was driven by higher revenue from recent signings. Adjusted EBITDA decreased $6 million from the prior-year quarter, driven by a $5 million increase in workforce rebalancing charges.
Current wording
For the three months ended September 30, 2026, Japan revenue of $555 million decreased 4.6 percent and included a 7.5-point impact from currency. Revenue growth in constant currency of 2.9 percent was primarily driven by higher revenue in Kyndryl Consult. Adjusted EBITDA decreased $15 million from the prior-year quarter, driven by lower revenueand a $4 million increase in workforce rebalancing charges.
Previous wording
Cost of services was 78.6% of revenue in the three months ended June 30, 2026, compared to 78.7% in the three months ended June 30, 2025. Selling, general and administrative expenses were 18.5% of revenue in the three months ended June 30, 2026 compared to 17.3% in the prior-year quarter, driven by increased expenses to support future growth. Workforce rebalancing charges were 4.2% of revenue in the three months ended June 30, 2026 compared to 0.7% of revenue in the prior-year quarter. Transaction-related costs (benefits) were (1.1)% of revenue in the three months ended June 30, 2026 due to a $40 million gain from the sale of a wholly-owned digital solutions subsidiary in the Principal Markets segment. Impairment expense was 1.0% of revenue in the three months ended June 30, 2026 driven by the sale of a facility in the United States. Interest expense was 0.9% of revenue in the three months ended June 30, 2026 compared to 0.5% in the prior-year quarter, driven by an increase in debt due to cash borrowed under a revolving credit agreement. Other expense (income) was (0.3)% of revenue in the three months ended June 30, 2026, which was driven by net exchange gains, compared to 0.3% of revenue in the three months ended June 30, 2025, which was driven by net exchange losses.
Current wording
Cost of services was 77.5% of revenue in the six months ended September 30, 2026, compared to 78.6% in the six months ended September 30, 2025, driven by progress on our key initiatives to drive operating efficiencies. Selling, general and administrative expenses were 18.4% of revenue in the six months ended September 30, 2026 compared to 17.5% in the prior-year period, driven by lower revenue and increased expenses to support future growth. Workforce rebalancing charges were 2.6% of revenue in the six months ended September 30, 2026 compared to 0.6% of revenue in the prior-year period. Transaction-related costs (benefits) were (0.5)% of revenue in the six months ended September 30, 2026 due to a $40 million gain from the sale of a wholly-owned digital solutions subsidiary in the Principal Markets segment. Impairment expense was 0.5.% of revenue in the six months ended September 30, 2026 driven by the sale of a facility in the United States. Interest expense was 1.0% of revenue in the six months ended September 30, 2026 compared to 0.5% in the prior-year period, driven by interest on borrowings drawn under our Revolving Credit Agreement in February 2026. Other expense (income) was (0.1)% of revenue in the six months ended September 30, 2026, which was driven by net exchange gains, compared to 0.2% of revenue in the six months ended September 30, 2025, which was driven by net exchange losses.
Previous wording
During the three months ended June 30, 2026, management initiated actions to reduce the Company’s overall cost structure and enhance operating efficiency. As a result of these actions, the Company recorded workforce rebalancing charges of $152 million.
Current wording
During the six months ended September 30, 2026, management initiated actions to reduce the Company’s overall cost structure and enhance operating efficiency. As a result of these actions, the Company recorded workforce rebalancing charges of $38 million and $190 million for the three and six months ended September 30, 2026, respectively.
Previous wording
Total cash outlays for this program are expected to be approximately $200 million, of which approximately $18 million has been paid through June 30, 2026, and the remainder is expected to be paid thereafter. Management expects that these workforce rebalancing activities will reduce annual payroll and related expenses by approximately $400 to $500 million. There can be no guarantee that we will achieve our expected savings.
Current wording
Total cash outlays for this program are expected to be approximately $200 million, of which approximately $92 million has been paid through September 30, 2026, and the remainder is expected to be paid thereafter. Management expects that these workforce rebalancing activities will reduce annual payroll and related expenses included in Cost of services and Selling, general and administrative expenses, by approximately $400 to $500 million. There can be no guarantee that we will achieve our expected savings.
Previous wording
Total cash outlays for this program are expected to be approximately $60 million, of which approximately $57 million has been paid through June 30, 2026, and the remainder is expected to be paid thereafter. Management expects that these workforce rebalancing activities will reduce annual payroll costs and related expenses by more than $100 million in fiscal year 2027. There can be no guarantee that we will achieve our expected cost savings.
Current wording
Total cash outlays for this program are expected to be approximately $60 million, of which approximately $58 million has been paid through September 30, 2026, and the remainder is expected to be paid thereafter. Management expects that these workforce rebalancing activities will reduce annual payroll costs and related expenses by more than $100 million in fiscal year 2027. There can be no guarantee that we will achieve our expected cost savings.
Previous wording
Total assets of $12.0 billion decreased by $526 million (and decreased by $492 million adjusted for currency) from March 31, 2026, primarily driven by a decrease in cash and cash equivalents of $519 million mainly due to cash used in operating activities of $310 million, cash used in investing activities of $49 million, and cash used in financing activities of $152 million; a decrease in deferred costs of $78 million; and a decrease in accounts receivable of $53 million, partially offset by an increase of $128 million in prepaid expenses and other current assets mainly due to prepayment for software subscriptions.
Current wording
Total assets of $11.9 billion decreased by $686 million (and decreased by $668 million adjusted for currency) from March 31, 2026, primarily driven by a decrease in cash and cash equivalents of $964 million mainly due to cash used in operating activities of $137 million, cash used in investing activities of $568 million, and cash used in financing activities of $242 million. This was partially offset by an increase in goodwill of $133 million and an increase in intangible assets of $162 million due to the acquisition of Healthcare IT Leaders.
Previous wording
Total liabilities of $10.9 billion decreased by $400 million (and decreased by $387 million adjusted for currency) from March 31, 2026, primarily driven by a decrease in accounts payable of $294 million due to annual and multi-year software subscription and renewal payments and a decrease in accrued compensation and benefits of $48 million due to payments of annual incentive compensation.
Current wording
Total liabilities of $10.7 billion decreased by $569 million (and decreased by $570 million adjusted for currency) from March 31, 2026, primarily driven by a decrease in accounts payable of $352 million primarily due to annual and multi-year software subscription and renewal payments.
Previous wording
Total equity of $1.2 billion decreased by $126 million from March 31, 2026, principally due to our net loss of $55 million in the period and $64 million of share repurchases under our Share Repurchase Program.
Current wording
Total equity of $1.2 billion decreased by $116 million from March 31, 2026, principally due to $96 million of share repurchases under our Share Repurchase Program.
Previous wording
We believe that our existing cash and cash equivalents, access to the capital markets and our revolving credit facility will be sufficient to meet our anticipated operating cash needs, and to fund our planned capital investments, debt maturities and stock repurchases for at least the next twelve months. As of June 30, 2026, we had cash and cash equivalents of approximately $2.1 billion and approximately $2.2 billion in available borrowing capacity under our revolving credit facility.
Current wording
We believe that our existing cash and cash equivalents, together with access to the capital markets, our revolving credit facility and other available methods of debt financing, such as commercial paper borrowings, will be sufficient to meet our anticipated operating cash needs, and to fund our planned capital investments and debt maturities for at least the next twelve months. As of September 30, 2026, we had cash and cash equivalents of approximately $1.7 billion and $3.15 billion in available borrowing capacity under our revolving credit facility.
Previous wording
Our principal ongoing cash requirements include operating expenses, income taxes, debt service payments and capital expenditures, and may include discretionary debt repayments, stock repurchases and business acquisitions. Our primary sources of liquidity include available cash and cash equivalents, cash from operations and proceeds obtained from long-term debt. Additionally, we have access to incremental liquidity, if needed, through borrowings under our revolving credit facility to manage our working capital and investment needs, as well as access to the capital markets.
Current wording
Our principal ongoing cash requirements include operating expenses, income taxes, debt service payments and capital expenditures, and may include discretionary debt repayments, business acquisitions and stock repurchases. Our primary sources of liquidity include available cash and cash equivalents, cash from operations and proceeds obtained from long-term debt. Additionally, we have access to incremental liquidity, if needed, through borrowings under our revolving credit facility to manage our working capital and investment needs, as well as access to the capital markets. In November 2026, we established a commercial paper program, backstopped by our revolving credit facility, under which we may issue short-term commercial paper notes from time to time, supplementing and further diversifying our sources of liquidity and providing additional flexibility to manage our short-term funding needs.
Previous wording
Furthermore, our cash provided from operating activities is somewhat impacted by seasonality. Working capital needs are generally highest in our first quarter due to multi-year renewals and annual and biannual payments, such as for prepaid software subscriptions and incentive payments. On a continuing basis, we consider various transactions to increase stockholder value and enhance our business results, including acquisitions and divestitures, stock repurchases, and productivity and other efficiency initiatives. These transactions may result in future cash proceeds or payments.
Current wording
Together, these decisions reflect our disciplined approach to managing our capital structure and support our liquidity. Our cash provided from operating activities is somewhat impacted by seasonality. Working capital needs are generally highest in our first quarter due to multi-year renewals and annual and biannual payments, such as prepaid software subscriptions and incentive payments. On a continuing basis, we also consider various transactions to increase stockholder value and enhance our business results, including acquisitions and divestitures, as well as productivity and other efficiency initiatives, that may result in future cash proceeds or payments.
Previous wording
Net cash used in operating activities was $310 million in the three months ended June 30, 2026, which primarily reflects payments for multi-year renewals and annual prepaid software subscriptions and incentive compensation payments. This compares to $124 million in the prior-year period. The year-over-year increase in cash
Current wording
Net cash used by operating activities was $137 million in the six months ended September 30, 2026, which primarily reflects payments for multi-year renewals and annual prepaid software subscriptions and incentive compensation payments. This compares to cash provided by operating activities of $22 million in the prior-year period. The year-over-year decrease in cash provided by in operating activities is mainly due to the timing of working capital, including higher software payments of $187 million, primarily for multi-year renewals and annual prepaid software subscriptions, and the timing of advance customer billings of $92 million and higher workforce rebalancing payments of $51 million, partially offset by lower annual incentive compensation payments in the current year of $187 million.
Previous wording
Net cash used in investing activities was $49 million in the three months ended June 30, 2026, compared to $74 million in the prior-year period, primarily due to $31 million net cash proceeds from the sale of a wholly-owned digital solutions subsidiary in the Principal Markets segment.
Current wording
Net cash used in investing activities was $568 million in the six months ended September 30, 2026, compared to $196 million in the prior-year period, primarily due to a $307 million use of cash for the acquisition of Healthcare IT Leaders, partially offset by $31 million net cash proceeds from the sale of a wholly-owned digital solutions subsidiary in the Principal Markets segment.
Previous wording
Net cash used in financing activities was $152 million in the three months ended June 30, 2026, compared to $170 million in the prior-year period, mainly due to lower shares repurchased to settle tax withholdings related to the vesting of stock-based awards of $54 million partially offset by higher debt repayments of $16 million.
Current wording
Net cash used in financing activities was $242 million in the six months ended September 30, 2026, compared to $310 million in the prior-year period, mainly due to proceeds from issuance of debt, net of debt issuance costs of $986 million, lower shares repurchased to settle tax withholdings related to the vesting of stock-based awards of $69 million, and lower common stock repurchases of $54 million, partially offset by repayment of the revolving credit facility of $1.0 billion and higher debt repayments of $18 million.
Previous wording
The Initial Notes and the 2034 Notes are subject to customary affirmative covenants, negative covenants and events of default for financings of this type and are redeemable at our option in a customary manner.
Current wording
The Initial Notes, the 2029 Notes, the 2032 Notes and the 2034 Notes are subject to customary affirmative covenants, negative covenants and events of default for financings of this type and are redeemable at our option in a customary manner.
Previous wording
In October 2021, we entered into a $3.15 billion multi-currency revolving credit agreement (the “Revolving Credit Agreement”), which was originally set to expire in October 2026. The Revolving Credit Agreement was amended in June 2023, replacing the London Interbank Offered Rate (“LIBOR”) with the Secured Overnight Financing Rate (“SOFR”). In March 2025, we further amended the agreement, extending the maturity to March 2030. Interest rates on borrowings under the Revolving Credit Agreement will be based on prevailing market interest rates, plus a margin, as further described in the Revolving Credit Agreement.
Current wording
In October 2021, we entered into a $3.15 billion multi-currency revolving credit agreement (the “Revolving Credit Agreement”), which was originally set to expire in October 2026. The Revolving Credit Agreement was amended in June 2023, replacing the London Interbank Offered Rate (“LIBOR”) with the Secured Overnight Financing Rate (“SOFR”). In March 2025, we further amended the agreement, extending the maturity to March 2030.
Previous wording
The Company has entered into arrangements with third-party financial institutions to sell certain financial assets (primarily accounts receivables) without recourse. The Company has determined these are true sales. The carrying value of the financial asset sold is derecognized, and a net gain or loss on the sale is recognized, at the time of the transfer. The first agreement, which was executed in November 2021 and subsequently amended, enabled us to sell certain of our accounts receivables to the counterparty. The initial term of this agreement was 18 months, and the agreement automatically resets to a term of 18 months after every six months, unless either party elects not to extend. This agreement was further amended during the quarter ended September 30, 2024 to reduce the committed facility limit from $1 billion to $600 million and to add an incremental uncommitted facility limit of $200 million that is subject to the counterparty’s sole discretion to purchase such incremental amounts. At this time, the agreement will expire in April 2027. We have also entered into additional agreements with a separate third-party financial institution that enable us to sell receivables. These agreements were first executed in June 2022 and subsequently amended to renew automatically every 18 months, unless either party elects not to extend. These facilities are committed for up to approximately $210 million as of June 30, 2026. In aggregate, we have committed facilities of up to approximately $810 million as of June 30, 2026.
Current wording
The Company has entered into arrangements with third-party financial institutions to sell certain financial assets (primarily accounts receivables) without recourse. The Company has determined these are true sales. The carrying value of the financial asset sold is derecognized, and a net gain or loss on the sale is recognized, at the time of the transfer. The first agreement, which was executed in November 2021 and subsequently amended, enabled us to sell certain of our accounts receivables to the counterparty. This agreement includes a $600 million committed facility and an incremental $200 million uncommitted facility that is subject to the counterparty’s sole discretion to purchase incremental amounts. This agreement was amended in August 2026 to extend the expiration date from April 2027 to October 2027, after which the agreement automatically resets to a term of 18 months after every six months, unless either party elects not to extend. We have also entered into additional agreements with a separate third-party financial institution that enable us to sell
Previous wording
The net proceeds from these arrangements are reflected as cash provided by operating activities in the Consolidated Statement of Cash Flows. Gross proceeds from receivables sold to third parties under the aforementioned programs were $0.6 billion and $0.6 billion for the three months ended June 30, 2026 and June 30, 2025, respectively. The fees associated with the transfers of receivables were $4 million and $5 million for the three months ended June 30, 2026 and June 30, 2025, respectively.
Current wording
The net proceeds from these arrangements are reflected as cash provided by operating activities in the Consolidated Statement of Cash Flows. Gross proceeds from receivables sold to third parties under the aforementioned programs were $539 million and $1.1 billion for the three and six months ended September 30, 2026, respectively, and $563 million and $1.2 billion for the three and six months ended September 30, 2025, respectively. The fees associated with the transfers of receivables were $5 million and $9 million for the three and six months ended September 30, 2026, and were $5 million and $10 million for the three and six months ended September 30, 2025, respectively.
Previous wording
repurchase shares in accelerated share buyback programs, tender offers, privately negotiated transactions or by other means. Repurchases may also be made under a Rule 10b5-1 trading plan. The timing and amount of repurchase transactions will be determined by the Company’s management based on its evaluation of market conditions, share price, legal requirements and other factors. The program does not have a set expiration date and may be suspended, modified or discontinued at any time without prior notice.
Current wording
In November 2024, the Company’s Board of Directors authorized a share repurchase program of up to $300 million of the Company’s common stock, and in November 2025, the Company announced that the Board of Directors authorized an additional $400 million of repurchase capacity under this program. Under the Share Repurchase Program, the Company may repurchase shares of its common stock from time to time in open market transactions and may also repurchase shares in accelerated share buyback programs, tender offers, privately negotiated transactions or by other means. Repurchases may also be made under a Rule 10b5-1 trading plan. The timing and amount of repurchase transactions will be determined by the Company’s management based on its evaluation of market conditions, share price, legal requirements and other factors. The program does not have a set expiration date and may be suspended, modified or discontinued at any time without prior notice.
Previous wording
During the three months ended June 30, 2026 and 2025, the Company repurchased 5.0 million and 1.8 million shares of its common stock, respectively, at an aggregate cost of $64 million and $65 million under the Share Repurchase Program, respectively. As of June 30, 2026, approximately $238 million of capacity remained available under the Share Repurchase Program.
Current wording
During the three and six months ended September 30, 2026, the Company repurchased 2.5 and 7.5 million shares of its common stock at an aggregate cost of $32 and $96 million, respectively, and during the three and six months ended September 30, 2025, the Company repurchased 2.9 and 4.6 million shares of its common stock at an aggregate cost of $89 and $154 million, respectively, under the Share Repurchase Program. As announced in September 2026, to preserve financial flexibility, the Company has temporarily paused its Share Repurchase Program. As of September 30, 2026, approximately $205 million of capacity remained available under the Share Repurchase Program.
Previous wording
The following table presents the Company’s signings for the three months ended June 30, 2026 and 2025.
Current wording
The following table presents the Company’s signings for the three and six months ended September 30, 2026 and 2025.
Previous wording
Signings increased by $696 million in the three months ended June 30, 2026, or 22%, compared to the prior-year quarter, with year-over-year increases in the United States, Principal Markets and Strategic Markets segments. Management uses signings to monitor the performance of the business, as a measure of customer engagement and our ability to drive growth. There are no third-party standards or requirements governing the calculation of signings. We define signings as an initial estimate of the value of a customer’s commitment under a contract. The calculation involves estimates and judgments to gauge the extent of a customer’s commitment, including the type and duration of the agreement and the presence of termination charges or wind-down costs. Contract extensions and increases in scope are treated as signings only to the extent of the incremental new value. Signings can vary over time due to a variety of factors including, but not limited to, the timing of signing a small number of larger outsourcing contracts as well as the length of those contracts. Signings should not be considered a comprehensive measure of future revenue, and the conversion of signings into revenue may vary based on the types of services and solutions, customer decisions and other factors, which may include, but are not limited to, the macroeconomic environment or external events.
Current wording
Signings increased by $1.3 billion in the three months ended September 30, 2026, or 46%, compared to the prior-year quarter, with year-over-year increases in Japan, Principal Markets and Strategic Markets segments. Signings increased by $2.0 billion in the six months ended September 30, 2026, or 33%, compared to the prior-year period, with year-over-year increases in each segment. Management uses signings to monitor the performance of the business, as a measure of customer engagement and our ability to drive growth. There are no third-party standards or requirements governing the calculation of signings. We define signings as an initial estimate of the value of a customer’s commitment under a contract. The calculation involves estimates and judgments to gauge the extent of a customer’s commitment, including the type and duration of the agreement and the presence of termination charges or wind-down costs. Contract extensions and increases in scope are treated as signings only to the extent of the incremental new value. Signings can vary over time due to a variety of factors including, but not limited to, the timing of signing a small number of larger outsourcing contracts as well as the length of those contracts. Signings should not be considered a comprehensive measure of future revenue, and the conversion of signings into revenue may vary based on the types of services and solutions, customer decisions and other factors, which may include, but are not limited to, the macroeconomic environment or external events.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
may calculate and define similarly labeled items differently, which may limit the usefulness of these measures for comparative purposes.
Current report — wording carried from elsewhere
Interest rates on borrowings under the Revolving Credit Agreement will be based on prevailing market interest rates, plus a margin, as further described in the Revolving Credit Agreement.
Current report — wording carried from elsewhere
receivables. These agreements were first executed in June 2022 and subsequently amended to renew automatically every 18 months, unless either party elects not to extend. These facilities are committed for up to approximately $160 million as of September 30, 2026. In aggregate, we have committed facilities of up to approximately $760 million as of September 30, 2026.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
government spending reductions. Increased economic uncertainty has impacted and may continue to impact the level and composition of global macroeconomic activity.
Previous report — wording carried elsewhere
used in operating activities is mainly due to the timing of working capital, including higher software payments of $166 million, primarily for multi-year renewals and annual prepaid software subscriptions, and the timing of receivables resulting in lower billings and collections of $96 million, partially offset by lower annual incentive compensation payments in the current year of $162 million.
Previous report — wording carried elsewhere
In November 2024, the Company’s Board of Directors authorized a share repurchase program of up to $300 million of the Company’s common stock, and in November 2025, the Company announced that the Board of Directors authorized an additional $400 million of repurchase capacity under this program. Under the Share Repurchase Program, the Company may repurchase shares of its common stock from time to time in open market transactions and may also