Kyndryl Holdings, Inc.

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Kyndryl Holdings, Inc. (“we”, “the Company” or “Kyndryl”) is a leading provider of mission-critical enterprise technology services, offering advisory, implementation and managed service capabilities to thousands of customers in more than 60 countries. As the world’s largest IT infrastructure services provider, the Company designs, builds, manages and modernizes the complex information systems that the world depends on every day.

Kyndryl was formed in November 2021 from a spin-off (the “Separation,” the “Spin-off” or “spin”) from International Business Machines Corporation (“IBM” or “former Parent”) of the infrastructure services unit of IBM’s Global Technology Services segment.

Basis of****Presentation

The accompanying condensed Consolidated Financial Statements and footnotes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Management believes the accompanying financial statements include all adjustments necessary to state fairly the Company’s financial position and its results of operations for all the periods presented. The information included in this Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026.

Within the financial statements and tables presented, certain columns and rows may not add due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts. Certain items have been recast to conform to current-period presentation, as further described in these footnotes to the accompanying financial statements.

Principles of Consolidation

The accompanying financial statements are presented on a consolidated basis. All significant transactions and intercompany accounts between Kyndryl entities were eliminated.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts that are reported in the consolidated financial statements and accompanying disclosures. Estimates are used in determining the following, among others: revenue, costs to complete service contracts, income taxes, pension assumptions, valuation of assets including goodwill and intangible assets, the depreciable and amortizable lives of long-lived assets, loss contingencies, allowance for credit losses and deferred transition costs. We prepared these estimates based on the most current and best available information, but actual results could differ materially from these estimates and assumptions.

The Company uses the estimated annual effective tax rate method in computing its interim tax provision in accordance with U.S. GAAP. The estimated annual effective tax rate is applied to the year-to-date ordinary income, exclusive of discrete items, to arrive at the reported interim tax provision.

NOTE 2. ACCOUNTING PRONOUNCEMENTS

Standards Implemented

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09,Income Taxes (Topic 740) – Improvements to Income Tax Disclosures, which is intended to enhance the transparency and usefulness of income tax disclosures through improved reporting related to the rate reconciliation

and income taxes paid. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted the guidance prospectively for the fiscal year ended March 31, 2026.

Recent Pronouncements

In November 2024, the FASB issued ASU 2024-03,Disaggregation of Income Statement Expenses, which is intended to improve the usefulness of expense information contained in public entity income statements through the disaggregation of relevant expense captions in the notes to the financial statements. The guidance should be applied prospectively, effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this guidance on the disclosures in its consolidated financial statements.

In May 2025, the FASB issued ASU 2025-03,Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which amends the guidance for determining the acquirer in certain transactions. The guidance should be applied prospectively, effective for the fiscal years beginning after December 15, 2026 and interim reporting periods within fiscal years beginning after December 15, 2026, with early adoption permitted. The Companyhas evaluated the impact of the guidance and does not expect it to have a material impact on the Company’s consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06,Intangibles – Goodwill and Other (Topic 350): Targeted Improvements to the Accounting for Internal-Use Software, which amends the criteria for capitalization of internal-use software costs. The guidance is effective for the fiscal years beginning after December 15, 2027 and interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company has evaluated the impact of the guidance and does not expect it to have a material impact on the Company’s consolidated financial statements.

NOTE 3. REVENUE RECOGNITION

Disaggregation of Revenue

The Company views its segment results to be the best view of disaggregated revenue. Refer to Note 4 – Segments.

Remaining Performance Obligations

The remaining performance obligation (“RPO”) represents the aggregate amount of contractual deliverables yet to be recognized as revenue at the end of the reporting period. It is intended to be a statement of overall work under contract that has not yet been performed and does not include contracts in which the customer is not committed. The customer is not considered committed when it is able to terminate for convenience without payment of a substantive penalty. The RPO also includes estimates of variable consideration. RPO estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations, adjustments for revenue that has not materialized and adjustments for currency.

At September 30, 2026, the aggregate amount of RPO related to customer contracts that are unsatisfied or partially unsatisfied was $33.1 billion. Approximately 58 percent of the amount is expected to be recognized as revenue in the nexttwo years, approximately 37 percent in the subsequent three years, and the balance thereafter.

During the three and six months ended September 30, 2026, revenue increased by $39 million and $41 million, respectively, for performance obligations satisfied (or partially satisfied) in previous periods, mainly due to the resolution of a commercial matter. During the three and six months ended September 30, 2025, revenue increased by $18 million and $25 million, respectively, for performance obligations satisfied (or partially satisfied) in previous periods, mainly due to changes in estimates.

Contract Balances

The following table provides information about receivables, contract assets and deferred income balances:

The amount of revenue recognized during the three and six months ended September 30, 2026 that was included within the deferred income balance at the beginning of the period was $358 million and $591 million, respectively. The amount of revenue recognized during the three and six months ended September 30, 2025 that was included within the deferred income balance at the beginning of the period was $362 million and $517 million, respectively.

The following table provides roll-forwards of the accounts receivable allowance for expected credit losses for the six months ended September 30, 2026 and 2025:

The allowance for expected credit losses of long-term accounts receivable, sales-type leases receivable, and contract assets was not material in any of the periods presented.

Major Clients

No single client represented more than 10 percent of the Company’s total revenue during the three and six months ended September 30, 2026 and 2025. No single client represented more than 10 percent of the Company’s total accounts receivable balance as of September 30, 2026 and March 31, 2026.

Deferred Costs

The following table provides amounts of capitalized costs to acquire and fulfill customer contracts at September 30, 2026 and March 31, 2026:

The amount of total deferred costs amortized for the three months ended September 30, 2026 was $425 million, composed of $60 million of amortization of deferred transition costs, $264 million of amortization of prepaid software costs and $102 million of amortization of capitalized contract costs. The amount of total deferred costs amortized for the six months ended September 30, 2026 was $851 million, composed of $116 million of amortization of deferred transition costs, $539 million of amortization of prepaid software costs and $196 million of amortization of capitalized contract costs. The amount of total deferred costs amortized for the three months ended September 30, 2025 was $431 million, composed of $59 million of amortization of deferred transition costs, $246 million of amortization of prepaid software costs and $125 million of amortization of capitalized contract costs. The amount of total deferred costs amortized for the six months ended September 30, 2025 was $844 million, composed of $122 million of amortization of deferred transition costs, $491 million of amortization of prepaid software costs and $231 million of amortization of capitalized contract costs.

NOTE 4. SEGMENTS

Our reportable segments correspond to how the chief operating decision maker (“CODM”), our chief executive officer, reviews performance and allocates resources. Ourfour reportable segments consist of the following:

United States: This reportable segment is comprised of Kyndryl’s operations in the United States.

Japan: This reportable segment is comprised of Kyndryl’s operations in Japan.

Principal Markets: This reportable segment represents the aggregation of our operations in Canada, the United Kingdom / Ireland and certain European markets comprised of France, Germany, Italy and Spain / Portugal.

Strategic Markets: This reportable segment represents the aggregation of our operations in all other countries in which we operate, which includes countries in regions such as Latin America, Europe, Middle East & Africa, as well as Asia Pacific (including India and excluding Japan).

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.

The measure of segment operating performance used by Kyndryl’s CODM is adjusted EBITDA, which allows our CODM to evaluate operating results excluding certain items whose fluctuation from period to period do not necessarily correspond to changes in the operations of our business. Adjusted EBITDA is 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 and owned 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. The CODM reviews budget-to-actual variances of revenue and adjusted EBITDA to assess performance and allocate resources to the segments. The Company does not allocate assets to the above reportable segments for our CODM’s review.

Our geographic markets frequently work together to sell and implement certain contracts. The resulting revenues and costs from these contracts may be apportioned among the participating geographic markets. The economic environment and its effects on the industries served by our geographic markets affect revenues and operating expenses within our geographic markets to differing degrees. Currency fluctuations also tend to affect our geographic markets differently, depending on the geographic concentrations and locations of their businesses.

The following tables reflect the results of the Company’s segments:

The following table reconciles segment adjusted EBITDA to consolidated pretax income:

NOTE 5. TAXES

For the three months ended September 30, 2026, the Company’s effective tax rate was 47.7%, compared to 30.6% for the three months ended September 30, 2025. For the six months ended September 30, 2026, the Company’s effective tax rate was 90.7%, compared to 34.7% for the six months ended September 30, 2025.

The Company’s effective tax rate for the three and six months ended September 30, 2026 and 2025 exceeded the Company’s statutory tax rate primarily due to taxes on foreign operations, uncertain tax positions, and valuation allowances recorded in certain jurisdictions. For the six months ended September 30, 2026, the effective tax rate was additionally impacted by the finalization of the prior-year income tax returns and the level of year-to-date pretax income.

NOTE 6. EARNINGS PER SHARE

We did not declare any dividends in the periods presented. The following table provides the computation of basic and diluted earnings per share of common stock for the three and six months ended September 30, 2026 and 2025.

The following securities were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive:

NOTE 7. FINANCIAL ASSETS AND LIABILITIES

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company classifies certain assets and liabilities based on the following fair value hierarchy:

The level of an asset or liability within the fair value hierarchy is determined based on the lowest level of any input that is significant to the fair value measurement. The determination of fair value considers various factors including yield curves and time value underlying the financial instruments. For derivatives and debt securities, the Company uses a discounted cash flow analysis using discount rates commensurate with the duration of the instrument.

In determining the fair value of financial instruments, the Company considers certain market valuation adjustments to the “base valuations” using the methodologies described below for several parameters that market participants would consider in determining fair value:

Certain non-financial assets such as property, plant and equipment, operating right-of-use assets, land, goodwill and intangible assets are recorded at fair value or at cost, as appropriate, in the period they are initially recognized, and such balances may be adjusted in subsequent periods if an event occurs or circumstances change that indicate that the asset may be impaired. The impairment models used for non-financial assets depend on the type of asset. The fair value measurements, in such instances, would be classified in Level 3 of the fair value hierarchy.

We perform a qualitative assessment of asset impairments on a periodic basis and recognize an impairment if there are sufficient indicators that the fair value is less than carrying value. During the three months ended June 30, 2026, the Company recorded an impairment of $38 million in connection with a non-financial asset that became held for sale and was sold in the period. There wereno additional impairments of non-financial assets recognized for the three and six months ended September 30, 2026 or 2025.

Financial Assets and Liabilities Measured at Fair Value

The following table presents the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis at September 30, 2026 and March 31, 2026:

The gross balances of derivative assets, including accrued interest, are contained within Prepaid expenses and other current assets, and Other noncurrent assets in the Consolidated Balance Sheet. The gross balances of derivative liabilities are contained within Other accrued expenses and liabilities, and Other noncurrent liabilities in the Consolidated Balance Sheet. The Company may enter into master netting agreements with certain counterparties that allow for netting of exposures. There wasno netting of derivative assets against liabilities in the Consolidated Balance Sheet at September 30, 2026 and March 31, 2026. The potential effect of such netting arrangements on the Company’s balance sheet is not material for the periods presented. The Company manages counterparty risk by seeking counterparties of high credit quality and by monitoring credit ratings, credit spreads and other relevant public information about its counterparties. The Company does not anticipate nonperformance by any of the counterparties.

Financial Assets and Liabilities Not Measured at Fair Value

Accounts receivable are financial assets with carrying values that approximate fair value. Accounts payable, other accrued expenses and short-term debt are financial liabilities with carrying values that approximate fair value. If measured at fair value in the consolidated financial statements, these financial instruments would be classified as Level 3 in the fair value hierarchy, except for short-term debt, which would be classified as Level 2.

The Company also has time deposits that have maturities of 90 days or less, and their carrying values approximate fair value. They are measured for impairment on a recurring basis by comparing their fair value with their amortized cost basis. There wereno impairments of financial assets recognized for any of the periods presented. The balances of these time deposits with maturities of 90 days or less contained within Cash and cash equivalents in the Consolidated Balance Sheet at September 30, 2026 and March 31, 2026 were $1.0 billion and $1.7 billion, respectively. If measured at fair value in the consolidated financial statements, time deposits with maturities of 90 days or less would be categorized as Level 2 in the fair value hierarchy.

The Company’s long-term debt is comprised primarily of registered debt, and its fair value is based on quoted prices in active markets for identical debt instruments, which is a Level 1 measurement. The fair value of our other long-term debt (excluding finance lease obligations) is calculated using an expected present value technique that uses rates currently available to the Company for debt in active markets with similar terms and remaining maturities, which is a Level 2 measurement. Our outstanding debt (excluding finance lease obligations) had a carrying value of $3.9 billion as of September 30, 2026 and March 31, 2026. The debt had an estimated fair value of $3.5 billion as of September 30, 2026 and $3.6 billion as of March 31, 2026. See Note 10 – Borrowings for additional information.

Transfers of Financial Assets

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 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 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. Of the receivables sold and derecognized from the Consolidated Balance Sheet, $0.8 billion and $0.9 billion remained uncollected from customers at September 30, 2026 and March 31, 2026, 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, respectively, and $5 million and $10 million for the three and six months ended September 30, 2025, respectively.

Derivative Financial Instruments

The following table summarizes the notional amounts of the Company’s outstanding derivatives:

The notional amounts of derivative instruments do not necessarily represent the amounts exchanged by the Company with third parties and are not necessarily a direct measure of the financial exposure.

Derivatives Designated as Hedging Instruments

Cash Flow Hedges

The Company has foreign exchange derivative financial instruments designated as cash flow hedges to manage the volatility of cash flows that relate to operating expenses and intercompany payments for royalties denominated in certain currencies. Changes in fair value of derivatives designated as cash flow hedges are recorded, net of applicable taxes, in other comprehensive income (“OCI”) and subsequently reclassified into the same income statement line item as the hedged exposure when the underlying hedged item is recognized in earnings. The cash flows associated with derivatives designated as cash flow hedges are reported as cash flows from operating activities in the Consolidated Statement of Cash Flows.

At September 30, 2026, the maximum remaining length of time over which the Company has hedged its exposure is approximatelyone year. At September 30, 2026 and March 31, 2026, the weighted-average remaining maturity of these instruments was approximately 0.5 years. At September 30, 2026 and March 31, 2026, in connection with cash flow hedges of foreign currency cost transactions, the Company had unrealized losses of $3 million and $7 million (each before taxes), respectively, in accumulated other comprehensive income (“AOCI”). The Company estimates that $3 million (before taxes) of deferred net losses on derivatives in AOCI at September 30, 2026 will be

reclassified to net income within the next twelve months, providing an offsetting economic impact against the underlying anticipated transactions.

Net Investment Hedges

The Company has entered into and designated cross-currency interest rate swap contracts and currency forward contracts as net investment hedges to mitigate foreign exchange exposure related to net investments. Under the terms of the cross-currency swaps, the Company makes fixed-rate payments in foreign currencies and receives fixed-rate amounts in U.S. dollars, with the exchange of the underlying notional amounts at maturity whereby the Company will receive U.S. dollars and pay foreign currencies at exchange rates which are determined at contract inception. Under the terms of the currency forward contracts, the Company commits to sell the local currency of certain subsidiaries in exchange for U.S. dollars at specified forward rates. Derivatives designated as net investment hedges are accounted for using the spot method, with changes in the fair value of the derivatives attributable to changes in spot rates recorded within foreign currency translation adjustments (“CTA”) as a component of other comprehensive income (loss) and remaining there until the hedged net investments are sold or substantially liquidated. The difference between the forward rate and spot rate is excluded from the assessment of hedge effectiveness. Excluded components are recognized in interest expense on the Consolidated Income Statement on a systematic and rational basis over the life of the derivative instruments. Cash flows from derivatives designated as net investment hedges are reported as cash flows from investing activities in the Consolidated Statement of Cash Flows, except for cash flows from the periodic interest settlements of cross-currency interest rate swaps designated as net investment hedges, which are reported as cash flows from operating activities in the Consolidated Statement of Cash Flows.

At September 30, 2026, the maximum remaining length of time over which the Company has hedged its exposure is approximately seven years. At September 30, 2026 and March 31, 2026, the weighted-average remaining maturity of the Company’s net investment hedge instruments was approximately seven andthree years, respectively. At September 30, 2026 and March 31, 2026, the Company had unrealized losses of $93 million and $81 million (each before taxes), respectively, in AOCI related to net investment hedges. As of September 30, 2026, $37 million of these unrealized losses relate to settled instruments.

In September 2026, the Company entered into non-designated foreign currency forward contracts to lock in the expected settlement amounts of its remaining foreign currency forward net investment hedge positions scheduled to mature in October 2026. These contracts, together with the net investment hedges that were de-designated, were the primary driver of the increase in the notional amount of derivatives not designated as hedging instruments and were subsequently settled in October 2026.

Derivatives Not Designated as Hedging Instruments

The Company enters into currency forward and swap contracts to hedge exposures related to assets, liabilities and earnings across its subsidiaries. These contracts are not designated as hedging instruments, and therefore changes in fair value of these contracts are reported in earnings in Other expense (income) in the Consolidated Income Statement. The gains and losses on these contracts generally offset the gains and losses in the underlying hedged exposures, which are also reported in Other expense (income) in the Consolidated Income Statement. Cash flows from derivatives not designated as hedges are reported as cash flows from investing activities in the Consolidated Statement of Cash Flows. The terms of these swap contracts are generally less thanone year.

The Effect of Derivative Instruments in the Consolidated Income Statement

The effects of derivatives designated as hedging instruments on the Consolidated Income Statement and Other Comprehensive Income are as follows:

For the three and six months ended September 30, 2026 and 2025, the gains or losses due to underlying exposure that did not occur or was not expected to occur were immaterial.

The effects of derivatives not designated as hedging instruments on the Consolidated Income Statement are as follows:

For the three months ended September 30, 2026 and 2025, our net income included a loss of $3 million and a gain of $1 million (each before taxes), respectively, from foreign currency transactions. For the six months ended September 30, 2026 and 2025, our net income included a gain of $4 million and a loss of $60 million (each before taxes), respectively, from foreign currency transactions.

NOTE 8. ACQUISITIONS AND DIVESTITURES

Acquisition of Healthcare IT Leaders, LLC

In September 2026, the Company completed the acquisition of Healthcare IT Leaders, LLC (“Healthcare IT Leaders”), an enterprise IT services provider serving hospitals and health systems across the United States, by acquiring all outstanding equity interests of Healthcare IT Leaders. The acquisition strengthens the Company’s capabilities in healthcare application implementation and managed services and expands the Company’s ability to help healthcare customers modernize mission-critical systems and accelerate digital transformation. The acquisition of Healthcare IT Leaders was accounted for as a business combination in accordance with ASC 805, Business Combinations. Costs associated with this acquisition were immaterial. The operations of Healthcare IT Leaders are included in the Company’s operating results beginning on the acquisition date. Historical and pro forma disclosures are not provided as the historical operating results of Healthcare IT Leaders were not material to the Company’s consolidated financial statements.

The total purchase consideration consisted of $307 million in cash and contingent consideration with an acquisition date fair value of $34 million. The Company will pay up to $40 million in cash contingent upon the achievement of certain revenue-based performance metrics and milestones. The contingent consideration arrangement represents a Level 3 measurement as defined in ASC 820,Fair Value Measurements and Disclosures.

The purchase price allocation resulted in approximately $170 million in intangible assets, primarily consisting of $151 million in customer relationships and $17 million in trade name, with estimated useful lives of 8 and 10 years, respectively, assets transferred of $71 million (inclusive of cash acquired of $1 million), liabilities assumed of $33 million, and goodwill of $132 million, primarily attributable to synergies expected to arise from this acquisition. Goodwill is deductible for income tax purposes. The purchase price allocation for this acquisition is preliminary, and there may be changes in the allocation of consideration to assets acquired and liabilities assumed, including intangible assets and goodwill, for up to twelve months from the acquisition date.

Proposed Acquisition of Solvinity

In November 2025, the Company entered into an agreement to acquire all outstanding equity interests of Solvinity Group B.V. (“Solvinity”), a provider of managed cloud platforms and services in the Netherlands, for cash consideration of approximately €100 million. As previously disclosed, the transaction was subject to customary closing conditions, including regulatory approval. On May 25, 2026, the Dutch State Secretary for Economic Affairs and Climate Policy issued a decision prohibiting the transaction pursuant to relevant legislation. The State Secretary reaffirmed the original decision on October 13, 2026, following an independent review by the Dutch Ministry for Economic Affairs. The Company and Solvinity and its controlling shareholders continue to be engaged in proceedings related to the matter, including with respect to claims for potential recovery from the Company, and the Company cannot currently predict the final outcome.

Other Disposal Activity

In April 2026, the Company entered into a definitive agreement to sell a wholly-owned digital solutions subsidiary within the Company's Principal Markets segment. During the three months ended June 30, 2026, the Company completed the sale of the business. In connection with the sale, the Company recognized a $40 million pretax gain, which wasrecorded within Transaction-related costs (benefits)on the Consolidated Income Statement. This disposition is not accounted for as discontinued operations as it does not meet the relevant criteria. The carrying value of the net assets sold was not material.

NOTE 9. INTANGIBLE ASSETS INCLUDING GOODWILL

Intangible Assets

The following table presents the Company’s intangible asset balances by major asset class.

The net carrying amount of intangible assets increased by $162 million during the six months ended September 30, 2026, primarily due to intangible assets acquired as part of the acquisition of Healthcare IT Leaders (see Note 8 – Acquisitions and Divestitures for additional details). Aggregate intangible asset amortization expense was $16 million and $31 million for the three and six months ended September 30, 2026, compared to $13 million and $28 million for the three and six months ended September 30, 2025, respectively. This included amortization of capitalized software of $9

million and $18 million for the three and six months ended September 30, 2026, respectively, which was reported in Depreciation of property, equipment and capitalized software on the Consolidated Statement of Cash Flows.

The future amortization expense relating to intangible assets currently recorded in the Consolidated Balance Sheet was estimated to be the following at September 30, 2026:

Goodwill

The changes in the goodwill balances by segment for the six months ended September 30, 2026 were as follows:

As disclosed in Note 4 – Segments, Kyndryl’s operations in India transitioned from the Principal Markets segment to the Strategic Markets segment in the quarter ended September 30, 2026. In addition to reallocating goodwill from Principal Markets to Strategic Markets, the Company further refined its reporting unit structure within Strategic Markets. This resulted in a reallocation of goodwill within Strategic Markets reporting units using the relative fair value approach.

The Company performed a quantitative impairment test immediately before and after the change in reporting units and concluded that their fair values exceeded carrying values, including goodwill. Accordingly, the Company concluded that the goodwill related to those reporting units was not impaired.

There wereno goodwill impairment losses recorded for the six months ended September 30, 2026 and 2025. Management reviews goodwill for impairment annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable by first assessing qualitative factors to determine if it is more likely than not that fair value is less than carrying value.

NOTE 10. BORROWINGS

The Company’s total current portion of long-term debt and short-term debt as of September 30, 2026 and March 31, 2026 was $778 million and $1.8 billion, respectively. As of September 30, 2026, this balance primarily consisted of $778 million of current portion of long-term debt, as detailed in the long-term debt table below. As of March 31, 2026, this balance primarily consisted of $796 million of current portion of long-term debt, as detailed in the long-term debt table below, and $1 billion outstanding under the Company’s revolving credit facility drawn in February 2026.

Debt

The following table presents the components of our long-term debt:

Contractual obligations of long-term debt outstanding at September 30, 2026, exclusive of finance lease obligations, are as follows:

In February 2026, the Company borrowed $1 billion under a $3.15 billion multi-currency revolving credit agreement (“Revolving Credit Agreement”), which was repaid in full in September 2026, and there wasno outstanding borrowings under the Revolving Credit Agreement as of September 30, 2026. Interest rates on borrowings are based on prevailing market interest rates, plus a margin, as further described in the Revolving Credit Agreement.

In September 2026, the Company completed a registered offering of $600 million aggregate principal amount of 7.800% 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”). The Company 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 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. If measured at fair value in the consolidated financial statements, all of the Company’s senior unsecured notes would be classified as Level 1 in the fair value hierarchy. The 2029 Notes and the 2032 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.

In October 2026, the Company 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 offering of 2029 and 2032 Notes described above.

In November 2026, the Company established a commercial paper program, under which we may issue short-term commercial 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.

The Company is in compliance with its debt covenants in all periods presented.

NOTE 11. COMMITMENTS AND CONTINGENCIES

The Company guarantees certain loans and financial commitments. The maximum potential future payment under these financial guarantees and the fair value of these guarantees recognized in the Consolidated Balance Sheet at September 30, 2026 and March 31, 2026 were not material. Additionally, the Company has contractual commitments that are noncancellable with certain software, hardware and cloud partners used in the delivery of services to customers. During the six months ended September 30, 2026, contractual commitments decreased due to satisfaction of existing commitments outpacing new additions.

As a Fortune 500 company with customers and employees around the world, Kyndryl is subject to, and could become subject to, either as plaintiff or defendant, a variety of contingencies, including claims, demands and suits, investigations, tax matters and other legal proceedings that arise from time to time, including in the ordinary course of its business. In addition, given the rapidly evolving external landscape of cybersecurity, privacy and data protection laws, regulations and threat actors, the Company or its clients have and could become subject to actions or proceedings in various jurisdictions. The Company is also subject to, and could become subject to, actions and proceedings in various jurisdictions involving a wide range of labor and employment issues (including matters related to contested employment decisions, country-specific labor and employment laws, and the Company’s benefit plans), as well as actions with respect to commercial matters, contracts, securities, foreign operations, competition law, environmental matters and regulatory compliance matters, among others. These actions have been and may be commenced by a number of different parties, including competitors, clients, suppliers, service providers, licensees, employees, government and regulatory agencies, stockholders and representatives of the locations in which the Company does business. Some of the actions to which the Company is, or may become, party involve particularly complex technical issues, and some actions raise novel questions under the laws of the various jurisdictions in which these matters arise. Additionally, the Company is, and may become, a party to agreements pursuant to which it may be obligated to indemnify the other party with respect to certain disputed matters. The Company cannot predict the final outcome in any type of legal proceeding described above and there can be no assurance that the Company will be successful or obtain any requested relief or outcome in any matter.

Matters often develop over a long period of time and expectations can change as a result of new findings, rulings, appeals, settlements, legal or regulatory changes or other factors. From time to time, the Company may discontinue or settle matters as appropriate in the Company’s best interest.

The Company records a provision with respect to a claim, suit, investigation or proceeding when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. If the Company is unable to assess the outcome of a matter or estimate the possible loss or range of losses that could potentially result from such matter, a liability is not recorded.

The Company reviews claims, suits, investigations and proceedings, and decisions are made with respect to recording or adjusting provisions and relevant disclosures to reflect the impact and status of settlement discussions, discovery, procedural and substantive rulings, reviews by counsel and other information pertinent to a particular matter.

Whether any losses, damages or remedies finally determined in any claim, suit, investigation or proceeding could reasonably have a material effect on the Company’s business, financial condition, results of operations or cash flows will depend on a number of variables, including the timing and amount of such losses or damages; the structure and type of any such remedies; the significance of the impact any such losses, damages or remedies may have in the consolidated financial statements; and the unique facts and circumstances of the particular matter that may give rise to additional factors. While the Company will continue to prosecute or defend itself vigorously, as appropriate, it is possible that the Company’s business, financial condition, results of operations or cash flows could be affected overall or in any particular fiscal period by any of these matters or any claims or legal proceedings that arise as a result of these matters. In addition, the legal costs associated with the foregoing could be substantial, regardless of their outcome.

SEC Matter

The Company continues to cooperate with the Division of Enforcement of the Securities and Exchange Commission (the “SEC”) in its investigation relating to the Company’s cash management practices, related disclosures, the efficacy of the Company’s internal control over financial reporting, and certain other matters. The matter is ongoing and the Company cannot currently predict its final outcome.

Securities Litigation

In March 2026, a purported Company stockholder filed a putative class action in the U.S. District Court for the Southern District of New York against the Company and certain current and former officers, alleging false and misleading statements in the Company’s disclosures. Following the appointment of a lead plaintiff, an amended complaint was filed in August 2026, and the defendants filed a motion to dismiss it in November 2026. The plaintiff seeks monetary damages and costs and expenses. The matter is ongoing and the Company cannot currently predict its final outcome.

NOTE 12. EQUITY

The following tables present reclassifications and taxes related to items of other comprehensive income (loss) for the three and six months ended September 30, 2026 and 2025:

The following tables present the components of accumulated other comprehensive income (loss), net of taxes:

Share Repurchase Program

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 (the “Share Repurchase 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.

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.

NOTE 13. RETIREMENT-RELATED BENEFITS

The following table presents the components of net periodic pension cost for the defined benefit pension plans recognized in the Consolidated Income Statement for the three and six months ended September 30, 2026 and 2025.

• These components of net periodic pension cost are included in Other expense (income) in the Consolidated Income Statement.

The components of net periodic benefit cost for the nonpension postretirement benefit plans and multi-employer plans recognized in the Consolidated Income Statement were not material for any period presented.

NOTE 14. WORKFORCE REBALANCING CHARGES

During the six months ended September 30, 2026, the Company initiated actions to reduce our overall cost structure and increase our operating efficiency, which we expect to continue through the end of the fiscal year 2027 (the “Fiscal 2027 Actions”). We expect these actions will result in workforce rebalancing charges of approximately $200 million.

During the year ended March 31, 2026, the Company initiated actions to reduce our overall cost structure and increase our operating efficiency which continued through the end of the fiscal year 2026 (the “Fiscal 2026 Program”). The total charges incurred related to the Fiscal 2026 Program were $60 million.

The following table presents the segment breakout of charges incurred during the three and six months ended September 30, 2026 and 2025. These charges are recorded within workforce rebalancing charges on the Consolidated Income Statement.

The following table presents the components of and changes in our workforce rebalancing liabilities during the six months ended September 30, 2026. Workforce rebalancing liabilities are recorded within other liabilities in the Consolidated Balance Sheet.