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Item 1. Business

2023-05-26 compared with 2022-03-10 · 228 added, 163 removed, 170 unchanged (70% of the section changed)

Kyndryl Holdings, Inc.

(“we,” “Kyndryl” or the “Company”) is a leading technology services company and the largest IT infrastructure services provider in the world, serving as a partner to more than 4,000 customers and with operations in over 60 countries.

(“we,” “Kyndryl” or the “Company”) is a leading technology services company and the largest IT infrastructure services provider in the world, serving thousands of enterprise customers and with operations in over 60 countries.

We have a long track record of helping enterprises navigate major technological changes, particularly by enabling our customers to focus on the core aspects of their businesses during these shifts while trusting us with their most critical systems.

Our purpose is to design, build and manage secure and responsive private, public and multicloud environments to accelerate our customers’ digital transformations.

We provide engineering talent, operating paradigms and insights derived from our data around IT patterns.

Our purpose is to design, build and manage secure and responsive private, public and multicloud environments to serve our customers’ needs and accelerate their digital transformations.

We provide engineering talent, operating solutions and insights derived from our knowledge and data around IT systems.

This enables us to deliver advisory, implementation and managed services at scale across technology infrastructures that allow our customers to de-risk and realize the full value of their digital transformations.

We do this while embracing new technologies and solutions and continually expanding our skills and capabilities, as we help advance the vital systems that power progress for our customers.

We deliver transformation and secure cloud services capabilities, insights and depth of expertise to modernize and manage IT environments based on our customers’ unique patterns of transformation at scale.

We deliver technology services capabilities, insights and depth of expertise to modernize and manage IT environments based on our customers’ unique needs.

We offer services across domains such as cloud services, core enterprise and zCloud services, applications, data and artificial intelligence services, digital workplace services, security and resiliency services and network and edge services as we continue to support our customers through technological change.

Our services enable us to modernize and manage cloud and on-premise environments as “one” for our customers, enabling them to scale seamlessly.

Our services enable us to modernize and manage cloud and on-premises environments as “one” for our customers, enabling them to scale seamlessly.

To deliver these services, we rely on our team of skilled practitioners, consisting of approximately 90,000 professionals.

Given that our large and diversified customer base operates in multiple industries and geographies, we utilize a flexible labor and delivery model with a balanced mix of global and local talent as needed to meet customer-specific needs, regulatory requirements and data protection and labor laws.

Since our large and diversified customer base operates in multiple industries and geographies, we utilize a flexible labor and delivery model with a balanced mix of global and local talent as needed to meet customer-specific needs, regulatory requirements and data protection and labor laws.

Our employees leverage their deep engineering expertise and extensive experience operating complex and heterogeneous technology environments to drive service quality, intellectual property development and our long-term trusted customer relationships.

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These customers entrust us to deliver the services they need and to manage their complex environments so that they can achieve their business objectives.

We partner with a broader ecosystem, including a wide range of hyperscale cloud providers, system integrators, independent software vendors and technology vendors from startups to market leaders.

This enables us to serve our customers with the contemporary technology capabilities that best fit their needs and open new avenues for growth.

We partner with a broad ecosystem, including a wide range of hyperscale cloud providers, system integrators, independent software vendors and technology vendors from startups to market leaders.

This enables us to serve our customers with contemporary technology capabilities that best fit their needs and open new avenues for growth.

This is all underpinned by our ability to integrate and operate mission-critical technology at scale using deep engineering expertise and intellectual property.

Our approach has enabled us to reach significant scale, with $18.7 billion in revenue for the year ended December 31, 2021.

Our approach has enabled us to reach significant scale, with $17.0 billion in revenue in fiscal year 2023, which ended March 31, 2023.

We are focused on driving revenue growth with sustainable margins by extending our leadership in the markets in which we operate while investing in our capabilities and expanding our high-value, next-generation services consistent with customer needs.

Kyndryl’s Spin-off

In October 2021, the Board of Directors of International Business Machines Corporation (“IBM” or “Parent”) approved the spin-off (the “Separation” or the “Spin-off”) of the infrastructure services unit (the “Kyndryl Businesses”) of its Global Technology Services (“GTS”) segment through the distribution of shares of Kyndryl’s common stock to IBM stockholders (the “Distribution”).

In conjunction with the Distribution, Kyndryl underwent an internal reorganization following which it became the holder, directly or through its subsidiaries, of the Kyndryl Businesses.

On November 3, 2021, the Separation was achieved through the Parent’s pro rata distribution of 80.1% of the shares of

common stock of Kyndryl to holders of the Parent’s common stock as of the close of business on the record date of October 25, 2021.

The Parent retained 19.9% of the shares of the Company’s common stock.

The Parent’s stockholders of record received one share of the Company’s common stock for every five shares of the Parent’s common stock.

In November 2021, our former parent company, International Business Machines Corporation (“IBM” or “Parent”) effected the spin-off (the “Separation” or the “Spin-off”) of the infrastructure services unit (the “Kyndryl Businesses”) of its Global Technology Services (“GTS”) segment through the distribution of shares of Kyndryl’s common stock to IBM stockholders (the “Distribution”).

On November 3, 2021, the Separation was achieved through the Parent’s pro rata distribution of 80.1% of the shares of common stock of Kyndryl to holders of the Parent’s common stock as of the close of business on the record date of October 25, 2021.

Kyndryl’s stock began trading as an

independent company on November 4, 2021, and IBM disposed of its 19.9% retained interest in Kyndryl common stock in the year following the Spin-off.

Our Industry and Market Opportunity

We participate in an industry that provides services for customers’ technology environments that power their businesses.

We participate in an industry that provides services for the technology environments that power customers’ businesses.

These services span areas such as management of mission-critical systems across dedicated data centers and multiple clouds.

As customers advance their digital transformations, they are looking for partners that understand their business objectives and unique digital journeys and have the skills to instrument and engineer the IT environments to enable their transformations.

As customers advance their digital transformations, they are looking for partners that understand their business objectives and unique digital journeys and have the skills to engineer and operate the IT environments to enable their transformations.

Our long-standing position as an informed and trusted partner, with decades-long relationships and leading capabilities, provides us with the knowledge and expertise to help existing and new customers realize their future.

The market for these services is large and dynamic.

We estimate that these markets, which are a subset of the total IT services market, collectively represent a $415 billion opportunity in 2021, which we expect will grow on average 7% annually to $510 billion in 2024.

Growth in this market is driven by services that are aligned to customers’ transformations, including public cloud managed services (expected compound annual growth of 11% from 2021 to 2024), data services (expected compound annual growth of 18% from 2021 to 2024), security services (expected compound annual growth of 12% from 2021 to 2024) intelligent automation services (expected compound annual growth of 27% from 2021 to 2024) and managed services for edge environments representing a smaller portion of the market (expected compound annual growth above 100% from 2021 to 2024).

We estimate that these markets, which are a subset of the total IT services market, collectively represent a $475 billion opportunity in calendar year 2023, which we expect will grow on average 6% annually to $530 billion by calendar year 2025.

Growth in this market is driven by services that are aligned to customers’ transformations, including public cloud managed services (expected compound annual growth of 11% from 2022 to 2025), data services (expected compound annual growth of 11% from 2022 to 2025), security services (expected compound annual growth of 12% from 2022 to 2025), intelligent automation services (expected compound annual growth of 55% from 2022 to 2025) and managed services for edge environments (expected compound annual growth of 56% from 2022 to 2025).

Several trends underpin the growth of our market, including:

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Companies continue to digitally transform to deliver better customer experiences and compete more effectively, which drives the need for services to support modernization of IT within the enterprise.

The COVID-19 global pandemic has accelerated this already pervasive trend, as organizations look to further their digital capabilities.

International Data Corporation (“IDC”) estimates that approximately 65% of GDP will be digitized by 2022.

While customers seek to transform, skills availability often represents a challenge, with lack of skills ranked as one of the top three impediments to transformation of the IT environment according to Technology Business Research, Inc.

This trend has expanded in recent years as organizations look to further their digital capabilities and new technologies proliferate.

While customers seek to transform, skills availability often represents a challenge, with lack of skills often being an impediment to transformation of the IT environment.

● Ongoing migration to the cloud .

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These transitions are often complex, with companies frequently seeking assistance from service providers.

Gartner forecasts that by 2026, 90% of large organizations will have engaged external service providers to migrate applications to the cloud, an increase from 53% in 2020.

The extension of public cloud services to multiple environments in different locations has given rise to distributed cloud and migration of workload to these infrastructures that have a greater fit for purpose.

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As economies have evolved digitally, significantly increasing data volume, management of this data has become much more complex.

IDC estimates that in 2021, enterprises created, captured and replicated 45.9 zettabytes of data.

The challenge for many organizations is how to collect, harness and govern this data for insights that yield business results and realize data as a differentiator.

In order to leverage advanced capabilities such as artificial intelligence and machine learning to enable their business use cases, enterprises need to address data privacy, compliance, security, multicloud data management and data governance across physical and virtual layers of the IT estate.

In order to leverage advanced capabilities such as artificial intelligence and machine learning, enterprises need to address data privacy, compliance, security, multicloud data management and data governance across physical and virtual layers of the IT estate.

● Increasing need for secure systems.

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In response, businesses continue to build out their cybersecurity efforts, using service providers to augment their capabilities.

According to PwC’s 2021 CEO Survey, one-third of U.S.

CEOs plan to increase investments in cybersecurity by double digits, with 47% of CEOs citing cyber threats as sources of extreme

concern to growth prospects.

We expect to see enterprises continue to increase their investments in cybersecurity as cyber threats pose substantial operational, financial and reputational risk.

Enterprises seek service providers that can deploy the expertise and resources needed to manage their growing cybersecurity needs with an efficient and comprehensive approach.

Gartner estimates approximately 80% of organizations currently have 16 or more tools from different vendors in their cybersecurity portfolio, recognize vendor consolidation as an avenue for reduced costs and better security that addresses the complexity in their IT environments and are, therefore, interested in vendor consolidation strategies.

● Accelerating pace of technological advancement.

As companies adopt new technologies for improved business performance and innovation, they face a challenge in complexity to integrate these new technologies with their existing IT estates.

As companies adopt new technologies for improved business performance and innovation, they often face challenges in complexity to integrate these new technologies with their existing IT estates.

As a result, the required skills, integration burden and cost in end-to-end operational management often increases.

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We provide advisory, implementation and managed services in and across a range of technology domains to help our customers manage and modernize enterprise IT environments in support of their business and transformation objectives.

Our services are differentiated based on our expertise and intellectual property and data around IT patterns across customers in the following domains:

Our services are differentiated based on our expertise, quality of service, innovation, and intellectual property and data around IT patterns across customers in the following domains:

● Cloud Services:

We design, build and provide managed services for our customers’ multicloud environments.

We apply a mix of skilled practitioners, intelligent automation and modern service management principles of Site Reliability Engineering, AIOps, Infrastructure as Code and DevOps.

We apply a mix of skilled practitioners, intelligent automation and modern service management principles of Site Reliability Engineering, artificial intelligence for IT operations (“AIOps”), Infrastructure as Code and DevOps.

We help enterprises optimize their use of hyperscale cloud providers in a unified environment, seamlessly integrating services delivered by independent software vendors (“ISVs”), large public cloud providers, internal platforms and other technologies (e.g., internet of things (“IoT”)).

● Core Enterprise & zCloud Services:

We establish and operate modern, dedicated technology infrastructure on behalf of enterprise customers to enable their current and future growth and profitability objectives.

We establish and operate modern technology infrastructure on behalf of enterprise customers to enable their current and future growth and profitability objectives, whether they want to modernize their existing infrastructure, integrate their existing infrastructure with hyperscale cloud providers, or migrate to a new platform.

We support a range of enterprise infrastructure, including private clouds, mainframe environments, distributed computing, enterprise networks and storage environments.

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We provide end-to-end enterprise data services, including data transformation, data architecture and management, data governance and compliance and data migration.

We support chief digital officers and chief information officers (“CIOs”) in governing the vast quantities of enterprise data across internal and external sources to drive their digital strategies, transactions and business objectives, while maintaining security, ethical standards and compliance with country-specific data protection regulations (e.g., GDPR, HIPAA and PCI).

We support chief digital officers, chief information officers (“CIOs”) and chief technology officers (“CTOs”) in governing the vast quantities of enterprise data across internal and external sources to drive their digital strategies, transactions and business objectives, while maintaining security, ethical standards and compliance with country-specific data protection regulations (e.g., GDPR, HIPAA and PCI).

We provide services to design, build, manage and automate the IT environments for enterprise applications as they migrate to the cloud.

Our services help CIOs and chief technology officers unlock the full value of leading third-party enterprise resource planning systems (e.g., Oracle, SAP) and packaged applications through the use of AI and software-defined technologies.

Our services help CIOs and CTOs unlock the full value of leading third-party enterprise resource planning systems (e.g., Oracle and SAP) and packaged applications through the use of AI and software-defined technologies.

● Digital Workplace Services:

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● Security & Resiliency Services:

We provide comprehensive enterprise cybersecurity services for chief information security officers and chief risk officers, including insights, protection, detection, response and recovery to support the security of our client's hybrid IT estate, data and operations.

Concurrently, we provide resiliency services that include a mix of business continuity planning and cloud-based disaster recovery capabilities (composed of experts, digital tools and automation and failover environments).

These services allow our customers to operate without issue or disruption in response to attacks, outages, natural disasters and geopolitical events.

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We provide network and edge services to help customers meet their technological and commercial requirements for connectivity and compute across their digital environments.

Our strategy and assessment services help evaluate customers’ network needs for their multicloud environments, while our network transformation and managed services allow customers to realize benefits of the latest software-defined network technologies.

We deliver these services with a proprietary framework and architecture coupled with proof of concepts to then implement and manage enterprise networks with the right economics.

network technologies and wireless technologies.

We deliver these services with a proprietary framework and architecture coupled with proof of concepts to then implement and manage enterprise networks with the appropriate economics.

Our Competitive Strengths

We are a recognized leader in many of the services we provide, as acknowledged by research analysts (e.g., Everest, Forrester, Gartner, IDC, NelsonHall and HfS Research).

We are the largest IT infrastructure services provider in the world.

We are a recognized leader in many of the services we provide.

We are known for our technology integration and modernization expertise – designing, building and managing complex technology environments.

Our worldwide and high-quality service delivery is underpinned by experienced and highly-trained practitioners that bring the best of our capabilities to our customers on a daily basis.

Importantly, our culture of customer service excellence – especially in times of crisis, from COVID-19 to tsunamis, floods, cyber-attacks and power outages – carries on from our heritage through our people.

We manage the largest installed base of IBM hardware and software products, including some of the most complex deployments.

Our global, high-quality service delivery is underpinned by experienced and highly-trained practitioners who deliver our capabilities to our customers on a daily basis.

Importantly, our culture of customer service excellence – especially in times of crisis, from pandemics to natural disasters, cyber-attacks and power outages – carries on from our heritage through our people.

Given our unique capabilities, scale, intellectual property and engineering talent, we are positioned to partner with enterprises for their future across a range of technologies, use cases and business strategies to help them maximize the return on their technology investments and digital transformations.

Our competitive strengths stem from our intellectual property and data around IT patterns, our mission-critical expertise and our broad ecosystem of partners:

Our competitive strengths stem from our intellectual property and data around IT patterns, our employees’ experience and knowledge, our mission-critical expertise and our broad ecosystem of partners:

● We are a leader in technology services .

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We possess significant experience in virtually all industries, gained through collaboration with customers across over 30 years designing, building and managing operating environments for their IT systems.

Our highly skilled workforce provides the expertise (e.g., approximately 13,000 Red Hat accreditations) to securely and reliably handle many of the most complex issues.

Our highly skilled workforce provides the expertise (e.g., approximately 35,000 hyperscale cloud provider certifications) to securely and reliably handle many of the most complex issues.

In conjunction with our delivery capabilities (such as artificial intelligence that augments our people) and scale, we provide mission-critical services to a diversified customer base.

We also have unique intellectual property applicable to IT environments, as reflected by our portfolio of approximately 3,000 patents.

We also have unique intellectual property applicable to IT environments, as reflected by our portfolio of more than 3,000 patents.

● We consistently deliver unsurpassed performance and reliability for complex environments .

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These capabilities allow us to execute with secure and compliant operating and delivery models at scale, driving high-quality performance and customer satisfaction.

We realize high-quality performance across thousands of service-level agreements and consistently achieve world-class customer satisfaction and advocacy.

● We deliver insights at scale, supported by unique automation capabilities and application of AI .

We realize high-quality performance across thousands of service-level agreements and consistently achieve top-tier customer satisfaction and advocacy.

● We deliver insights at scale, supported by unique automation capabilities, end-to-end orchestration of processes and application of AI .

Our ability to deliver superior outcomes for customers is driven by our capacity to leverage our data around IT patterns and insights, derived from multiple technology environments across customer engagements.

We apply machine learning, combined with our practitioner expertise, to derive unique insights used to service customers, enhance our offerings and produce our next-generation services.

For example, we are recognized leaders in the use of automation and operational AI in the delivery of our services, with over 6,000,000 automated actions per month, enabling greater quality and efficiency for us and our customers.

Our operational AI approach and set of technologies, along with intellectual property that we apply and continually evolve, are leveraged to develop predictive actions to prevent issues before they arise.

● We are a recognized leader in managed services for cloud and on-premise environments and services such as security and resiliency.

For example, we are recognized leaders in the use of automation and operational AI in the delivery of our services, with over 45,000,000 automated actions per month in the IT environments we manage, enabling greater quality and efficiency for us and our customers.

We leverage our operational AI approach and set of technologies, along with intellectual property that we apply and continually evolve to develop predictive actions to prevent issues before they arise.

● We are a recognized leader in managed services for cloud and on-premises environments and services such as security and resiliency.

We offer a range of high-value capabilities including cloud services and security & resiliency services, providing us with a sustainable competitive advantage when helping customers transform their technology environments.

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deliver an integrated view of our customers’ diverse technology environments and to provide our services and solutions digitally.

We offer integrated services between the cloud and on-premise environments.

● We offer an integrated ecosystem to help customers adopt and run an increasingly heterogeneous set of technologies .

As customers pursue multiple cloud-based technology partners, applications and capabilities, integration is increasingly critical for customers to manage and orchestrate the technology ecosystem required to run their businesses and achieve their broader objectives.

We provide holistic services across thousands of diverse technologies, delivering end-to-end integration across public and private / on-premise cloud platforms and other full-stack technology solutions.

We continue to enhance our ecosystem of partners, including large public cloud providers, application-oriented system integrators, independent software vendors and other players in the technology stack to provide leading technologies and capabilities for our customers.

Our services and ecosystems enable us to offer leading services for all levels of customer environment complexity and integration.

We offer integrated services between the cloud and on-premises environments.

● We offer an integrated ecosystem to help customers adopt and run increasingly heterogeneous sets of technologies .

As customers pursue multiple cloud-based technology partners, applications and capabilities, integration is increasingly critical for customers to manage and orchestrate the technology environments required to run their businesses and achieve their broader objectives.

We provide holistic services across thousands of diverse technologies, delivering end-to-end integration across public and private / on-premises cloud platforms and other full-stack technology solutions.

Our robust ecosystem of strategic alliances and partners, including large public cloud providers, application-oriented system integrators, independent software vendors and other players in the technology stack provides leading technologies and capabilities for our customers.

We offer leading services, together with our ecosystem’s solutions, for all levels of customer environment complexity and integration.

Our Strategies

Our strategy is centered on our ability to build and enrich trusted relationships with customers and technology partners, differentiating through our proven ability to create and deploy scale-derived intellectual property, provide mission-critical expertise across industries and partner with a broad ecosystem for contemporary capabilities that best suit customers’ needs.

We have a strong and long-standing foundation developed by governing and managing complex technology environments, including IBM (e.g., Red Hat and Cloud Paks) and third-party technologies (e.g., VMware, ServiceNow and Microsoft).

We are extending these capabilities to an even broader ecosystem of technology providers, including new strategic relationships with Microsoft and Google Cloud announced in fourth quarter 2021, and are developing more services that are digitally consumable to expand accessibility to new customers and markets.

Our strategy is centered on our ability to build and enrich trusted relationships with customers and technology partners, differentiating Kyndryl through our proven ability to create and deploy scale-derived intellectual property, provide mission-critical expertise across industries and partner with a broad ecosystem for contemporary capabilities that best suit customers’ needs.

We have a strong and long-standing foundation developed by governing and managing complex technology environments, including a range of third-party technologies (e.g., SAP, VMware, Red Hat, Dell and ServiceNow).

We regularly introduce new capabilities with a highly curated ecosystem of technology providers, including strategic relationships with Microsoft, Google Cloud and Amazon Web Services announced since our Spin-off.

Through these alliances, we are developing more services to expand the role we play with existing customers and to access new customers and markets.

We have a long track record of running customers’ technology environments, enabling them to focus on the core aspects of their businesses.

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This position enables us to meet customers where they are in their unique digital transformations, work alongside our customers to take them where they want to be and in turn enable them to realize the full, at-scale value of that journey.

Underpinning all of this are our intellectual property, mission-critical expertise across industries and a broad ecosystem.

We benefit from our long-standing and deep relationship with IBM.

We manage the largest installed base of IBM hardware and software products, including some of the most complex deployments.

Underpinning all of this are our intellectual property, mission-critical expertise across industries and a broad ecosystem of technology alliances.

Our focus is centered on the following strategic tenets:

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We are investing to position ourselves at the forefront of developing and innovating the services and operating paradigms for the evolution and integration of mission-critical technology, further expanding our existing intellectual property in differentiated areas.

Our depth of experience implementing and operating complex architectures across technology sets has yielded valuable experience and intellectual property that has defined the operating paradigm for much of the technology stack.

We have approximately 3,000 patents that relate to various areas of running complex technology environments, including certain patents related to multi-cloud management, orchestration, integrated monitoring, issue triage and resolution and several other areas that enable quality of service.

Our depth of experience implementing and operating complex architectures across technology sets has yielded valuable experience and intellectual property.

We have more than 3,000 patents that relate to various areas of running complex technology environments, including patents related to multicloud management, orchestration, integrated monitoring, issue triage and resolution and other areas that enable quality of service.

Our mission-critical expertise across all industries, augmented by our automation platforms that draw on our IP and data, is a key differentiator in managing complex technology environments.

● Diverse ecosystem with freedom of action .

As an independent entity, we have the freedom of action to develop a broad ecosystem of strategic partnerships with a wider set of technology and services companies.

● Diverse ecosystem .

As an independent entity, we have embraced a broad ecosystem of strategic partnerships with a wider set of technology and services companies.

We are investing in an ecosystem of technology providers and corresponding skill-sets that are increasingly relevant as enterprises digitize and transform their business models, building on our existing base of certifications across many market-leading technologies.

In parallel, we are extending our operating paradigms and governance and

compliance models to this broader set of technologies to integrate and provide end-to-end capabilities for our customers as they digitize and evolve their environments.

In parallel, we are extending our operating paradigms and governance and compliance models to this broader set of technologies to integrate and provide end-to-end capabilities for our customers as they digitize and evolve their environments.

● Digitally consumable services models .

Looking ahead, we see opportunity to further expand in areas where we can better serve customers through consumption models that allow them to experience our services digitally.

These models will combine our platforms, our technology governance and our ecosystem with ease-of-use and scalability, tailored to the needs of specific customer segments such as middle-market enterprises.

To execute these strategies, our operating model reflects that of a services company, emphasizing customers and resulting in a flatter, faster and more focused company.

We are pursuing an investment and co-investment strategy focused on building our team, developing aligned intellectual property and automation and broadening our ecosystem of partnerships.

Looking ahead, we see opportunity to further expand in areas where we can serve customers through consumption models that allow them to experience our services digitally.

These models will combine our Kyndryl Bridge platform – an open integration platform that delivers IT solutions by leveraging Kyndryl’s core strengths, data-driven insights and expertise, to create an uninterrupted path between a digital business and the technology that delivers it – with our technology governance and capabilities from our ecosystem partners for ease-of-use and scalability, tailored to the needs of specific customer segments.

To execute these strategies, our operating model increasingly reflects that of a flat, fast and focused services company, centered around our customers’ success.

We are pursuing an investment and co-investment strategy focused on building and maintaining world-class teams, developing aligned intellectual property and automation, and leveraging our ecosystem of technology alliance partners.

To accelerate our return to profitable growth, we are aggressively executing on our “three-A” initiatives – Alliances, Advanced Delivery and Accounts.

We believe our implementation of these strategic priorities will enhance the services we provide to our customers and will make significant positive contributions to our financial performance, both in the near term and over the next several years.

Our global teams are leveraging our partnerships with leading technology vendors, further strengthening the automation we deploy in delivering our services, and addressing elements of our business with substandard margins as follows:

Alliances initiative – Driving signings, certifications and revenues with our new ecosystem partners and capabilities.

We leverage our relationships with key hyperscale cloud providers and other leading technology vendors to expand our cloud and other offerings in the market, and the range of technology solutions we can offer to, and implement for, our customers.

Since our Spin-off, we have announced business alliances with Microsoft, Amazon Web Services, Google Cloud, SAP, Dell, Cisco and Nokia, among others.

We continue to expand the cloud-related capabilities we offer to customers and are growing the number of our hyperscale cloud provider certifications.

Advanced Delivery initiative – Transforming service delivery through upskilling and automation.

Our expanded use of automation and other technology tools allows us to further strengthen the quality of services we deliver to our customers and to redeploy professionals in our organization to serve new revenue streams and backfill attrition as they arise.

Our increased use of automation and artificial intelligence within our delivery operations helps to reduce costs across the entire organization.

Accounts initiative – Addressing elements of our business with substandard margins.

We are working to transform the profitability of certain revenue streams that represent a meaningful portion of our business.

For instance, we frequently expand the scope of customer relationships by adding higher-value services and leveraging our new ecosystem partners’ capabilities.

When necessary, we reduce scope by removing, or not renewing, unprofitable elements of a contract.

We reduce costs by applying our Advanced Delivery tools and processes to replace labor-intensive and/or customized services with automated and/or more standardized solutions.

When managed-services contracts are renegotiated and renewed, we adjust pricing and other terms to enhance our margins.

Given the mission-critical nature of our services and our long-standing relationships, we are experiencing an openness among our customers to find solutions.

On the rare occasion when no other resolution is available for a situation with an unsustainable margin profile, we will allow a contract to end without renewing it, and we will optimize the cost to serve until expiration.

In fiscal 2024, we intend to accelerate our transformation through our three-A’s, continue growing Kyndryl Consult, and optimize our costs and expenses in all areas of our business, from service delivery to corporate functions.

Kyndryl Consult, which represented 12% of our revenue for the year ended March 31, 2023, represents a range of advisory and implementation services that we provide to customers, across all six of our practices and all of our geographic segments.

We expect these initiatives to propel us toward profitable growth and enable us to deliver more value to customers and shareholders.

Our Environmental, Social and Governance (“ESG”) strategy is at the heart of Kyndryl’s purpose to power human progress.

We aim to create a sustainable and inclusive future by driving sustainable business practices and positive social impact at scale.

As a newly independent company, Kyndryl is working to assess and establish its operational baseline across ESG dimensions.

Kyndryl expects to develop greenhouse gas (“GHG”) emissions targets and plans to recertify pursuant to the ISO certifications most relevant to Kyndryl, including the ISO 14001 standard.

We aim to create a sustainable and inclusive future by driving sustainable business practices and

positive social impact at scale.

As an independent company, Kyndryl has established its baselines across ESG dimensions using industry best practices.

In December 2022, Kyndryl announced a plan to work toward achievement of net zero carbon emissions by 2040.

The commitment reinforces Kyndryl’s dedication to operating responsibly as it lays the groundwork for a more sustainable future.

On its path to net zero, Kyndryl signed up to the Science Based Targets initiative and expects to reduce emissions for scopes 1 and 2 by 75% by 2030 and to achieve 50% reduction in carbon emissions across its global enterprise as well as to obtain 100% of purchased electricity through renewable sources in the same timeframe.

Beyond our environmental commitments, Kyndryl is focused on building a diverse workforce and an inclusive and equitable culture.

With respect to governance matters, Kyndryl will also leverage industry best practices to govern its quality management system, processes and tools to ensure operations meet the standards of compliance and responsible business practices that clients and partners expect.

We also maintain Business Conduct Guidelines for directors, executive officers and employees which summarize our policies addressing anti-harassment;

Kyndryl has published our human rights policy and modern slavery statement and launched the Kyndryl Trust Center, which makes our key policy positions publicly available.

With respect to governance matters, Kyndryl also leverages industry best practices to govern its quality management system, processes and tools to ensure operations meet the standards of compliance and responsible business practices that clients and partners expect.

We also maintain a Code of Conduct for directors, executive officers and employees which summarize our policies addressing anti-harassment;

anti-discrimination;

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Our Customers

Our customer relationships across all industries demonstrate the deep level of trust that we have earned and the role we play as a partner that provides technical expertise, insight and intellectual property to solve customer challenges.

We are the trusted advisor and partner to more than 4,000 customers worldwide, in technology-intensive and often highly regulated environments, managing mission-critical technology environments across a wide range of industries.

Our customers collectively represent:

● In financial services, over 60% of the top 50 banks’ assets under management

● In telecommunications, approximately half of the industry’s mobile connections worldwide

● In retail, over 50% of the industry’s hypermarket sales

● In automotive, approximately 45% of the industry’s production of passenger vehicles

● In transportation, over 35% of total revenue passenger miles flown

Our customer relationships across a broad range of industries demonstrate the deep level of trust that we have earned and the role we play as a partner that provides technical expertise, insight and intellectual property to solve customer challenges.

We are the trusted advisor and partner to thousands of customers worldwide, in technology-intensive and often highly regulated environments, managing mission-critical technology environments across a wide range of industries.

● Nearly 50 percent of our revenue is derived from companies in the financial services industry, where we serve hundreds of global, multinational and regional banks, insurance companies, mutual fund complexes, credit card and transaction processors and providers of other financial services.

Our customers include more than half of the largest global insurance companies.

● Approximately 20 percent of our revenue is generated from technology and communications companies.

Our communications customers managed more than 3.3 billion mobile connections, over a quarter of the total mobile connections worldwide.

● Nearly 15 percent of our revenue is from retail and travel companies.

As such, our customers were responsible for nearly 600 billion revenue passenger miles in 2021, over a quarter of the total revenue passenger miles in the industry.

● More than 10 percent of our revenue is generated from the industrial sector, which includes some of the largest automotive manufacturers in the world.

Our customers in the automotive industry sold 47 million passenger cars and commercial vehicles worldwide in 2021, more than half of the total passenger cars and commercial vehicles sales made worldwide.

Our revenues are concentrated in the industries mentioned above, but our revenues are diversified across a broad set of customers.

In 2021, our top five customers accounted for approximately 9% of our revenue, with our largest customer representing approximately 2% of our revenue.

As companies engage in their digital journeys, they face a key impediment related to the skills and expertise needed to realize their transformations.

In fiscal year 2023, our top five customers accounted for approximately 12% of our revenue.

As companies engage in their digital journeys, they often face a key impediment because of the skills and expertise needed to realize their transformations.

This, in part, is brought on by the increasing complexity of enterprise environments, the incorporation of new technologies and the deployment of different operating models.

While many companies have strengthened their technology teams, they have also encountered difficulties in sourcing the breadth of expertise needed for their environments and leveraged service providers to address their needs.

Companies will benefit

from selecting service providers that have greater insight into their environments and needs, which advantages partners with long-lasting customer relationships.

Companies will benefit from selecting service providers that have greater insight into their environments and needs, which advantages partners like Kyndryl who have industry-leading scale and long-standing customer relationships.

Through decades of collaboration with customers, we have developed deep relationships as we supported the technology environments that advanced their business agendas.

Recent examples include:

Examples include:

Implementation of hybrid cloud and automation tools :

Kyndryl recently announced a five-year deal with a US healthcare services company to provide mission-critical IT managed services and accelerate its digital transformation with the aim of enhancing the patient and caregiver experience.

Under this new agreement, our customer will use Kyndryl Bridge to integrate AIOps and automation capabilities.

As part of this collaboration, Kyndryl will deliver and support evolving IT capabilities via a built-for-purpose dedicated command center.

Enabled by Kyndryl managed services experts, the command center will focus on providing the highest levels of quality and reliability to support our customer in delivering the highest levels of safe patient care.

Our customer will also tap into Kyndryl’s broad set of technologies and skills, including Kyndryl Consult and its global strategic partnership with Microsoft, to migrate critical workloads, resulting in a more modern and resilient hybrid cloud infrastructure.

Complex mainframe transformation, moving applications to the cloud :

We extended our partnership with a leading telecommunications provider in the UK to collaborate on a cutting-edge program to move a number of its critical mainframe applications to the cloud.

The ten-year partnership, which draws on our hyperscale cloud provider capabilities and partner ecosystem, will allow the customer to reduce mainframe operating costs and energy consumption.

In moving to the cloud, our customer’s mainframe applications will become more digital with application programming interfaces and micro-services capabilities, to help integrate the value of data across its systems and drive innovation through automation.

Migrating from mainframes to cloud extends the usefulness and lifespan of these applications in a modern, micro-services led, cloud-centric way and helps to unlock intelligent data insights within these key applications.

Large-scale transformation to cloud :

We partnered with a large, European financial institution to help it migrate from a predominantly on-premise, classic infrastructure environment to a cloud-based infrastructure, utilizing both private and public clouds.

We partnered with a large, European financial institution to help it migrate from a predominantly on-premises, classic infrastructure environment to a cloud-based infrastructure, utilizing both private and public clouds.

We provided the expertise and support to navigate this digital transformation while maintaining and improving quality of service as we moved over 1,000 applications.

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We collaborated with a large material sciences company in North America to support their mission-critical IT infrastructure globally, providing integrated management for environments that include hybrid cloud infrastructure, network, security and end-user services.

As the COVID-19 pandemic impacted the operations of many companies, we worked with our customer to help move more than 40,000 employees to a remote model while maintaining critical operations in production facilities without disruption.

Building on our 16-year history of collaboration, we are working to accelerate their digital transformation.

Building on our history of collaboration with this customer, we are working to accelerate their digital transformation.

We are helping our customer build foundational capabilities for their digital journey, powered by data, analytics and artificial intelligence and machine learning integrated into core business processes and connected through a flexible and secure network.

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Our customer, a large Japanese transportation company, was engaged in a technology-driven transformation to establish a flexible IT environment using hybrid cloud that evolves with changing business needs.

We worked with the customer to build an integrated private and public cloud with the same virtualization architecture and a management capability that unifies operations and evolves with the business.

Through our collaboration, we created an integrated infrastructure to meet our customer’s current and future needs by modernizing its on-premise, off-premise and network environments as well as its management platform.

We worked with the customer to build an integrated private and public cloud with the same

virtualization architecture and a management capability that unifies operations and evolves with the business.

Through our collaboration, we created an integrated infrastructure to meet our customer’s current and future needs by modernizing its on-premises, off-premises and network environments as well as its management platform.

We deployed software-defined networks across the environment and automation to realize improved quality and business continuity.

Our work helps support our customer’s efforts to become one of the most valued and preferred transportation companies in the world.

An important part of our services involve supporting our customers during times of crisis, including global disruptions.

For instance, during the COVID-19 pandemic, our business continuity plans mitigated all COVID-driven outages in the height of the pandemic, providing peace-of-mind to our customers and giving them the confidence to focus on their core businesses.

We ensured that our customers had the data and IT services needed to migrate operations to a work-from-home environment.

Our response also demonstrated the resilience of our delivery model, as most of our professionals moved to work-from-home without impact to customer service.

Sales and Marketing

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The teams leverage our intellectual capital and tools underpinned by insights and proven practices derived from operating at scale.

Senior account leaders orchestrate the teams and have end-to-end accountability from sale to delivery for managed services customers.

Senior account leaders orchestrate the teams and have end-to-end accountability from sale to delivery for customers.

They tailor the full suite of our services to customers’ needs to deliver value and business outcomes across a wide range of technology environments.

Account leaders are supported by dedicated, multi-disciplinary technical sales and delivery teams, as well as by shared services teams, to support an effective and efficient engagement.

Account leaders are supported by dedicated, multi-disciplinary technical sales and delivery teams, consulting teams, as well as by shared services teams, to support an effective and efficient engagement.

This account coverage model ensures consistent and reliable delivery of services for our existing relationships over the lifetime of current and renewal contracts.

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We leverage our broad base of expertise, capabilities and partners to prototype, test and develop innovative solutions across various approaches and technologies.

Additionally, we offer bespoke project capabilities in advisory, implementation and transformation services to help customers enhance and evolve their technology environments.

Additionally, we offer Kyndryl Consult capabilities in advisory, implementation and transformation services to help customers enhance and evolve their technology environments.

We deploy our talent, thought leadership, proven practices, intellectual capital and partnership ecosystem as part of our project engagements to mature them into longer-tail managed services opportunities.

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Partnership and alliance ecosystem.

While we maintain a large and strong partnership with IBM, we are continuing to enhance and develop strategic partnerships with companies in the ecosystems most relevant to our customers’ digital transformations.

This includes building new routes to market across these ecosystems to serve as a multiplier enabling us to expand business via partners such as:

public cloud providers, ISVs, technology providers (ranging from established, scaled players to growth-stage start-ups), system integrators, business consulting firms and business services providers.

We are continuing to enhance and develop strategic partnerships with companies in the ecosystems most relevant to our customers’ digital transformations.

This includes building new routes to market across these ecosystems to serve as a multiplier, enabling us to expand business via partners such as public cloud providers, ISVs, technology providers (ranging from established, scaled players to growth-stage start-ups), system integrators, business consulting firms and business services providers.

These relationships bring value to our customers through broader access to best-in-class solutions that are tailored for their unique technology environments and digital journeys.

We announced several partnerships in the fourth quarter of 2021, including with Microsoft, Google, SAP and VMware, that accelerate broader market participation, joint solution development and investment in skills and certification enhancements for Kyndryl.

We have several key partnerships, including with Microsoft, Google, AWS, SAP, VMware, Cisco, Dell Technologies, Oracle and Nokia, that accelerate broader market participation, joint solution development and investment in skills and certification enhancements for Kyndryl.

We have established dedicated teams to support our key alliance partners and will continue to co-create and co-market with them to deliver value to our mutual customers, driving differentiation in the market with industry-leading technology and Kyndryl services.

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These service providers include incumbents that have expanded their offerings to migration and management of cloud-based environments;

companies that utilize labor-based models and leverage talent pools primarily in lower-cost countries that have grown to offer a broad range of services with a worldwide presence;

companies that utilize labor-based models and leverage talent pools primarily in lower-cost

countries that have grown to offer a broad range of services with a worldwide presence;

and advisory-focused system integrators specializing in bringing together disparate technology environments so that they function as one.

Many of these companies offer a mix of advisory, implementation and managed services across infrastructure, application and business processes.

Examples include Atos, DXC, Fujitsu, Infosys, Rackspace, Tata Consultancy Services and Wipro, among others.

Examples include Atos, DXC, Fujitsu, Infosys, Tata Consultancy Services and Wipro, among others.

The basis of competition involves multiple factors, with key elements including quality of service, technical skills and capabilities, industry knowledge and experience, financial value, ability to innovate, intellectual property and methods, contracting flexibility and speed of execution.

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We are committed to developing leading-edge ideas and technologies and see innovation as a source of competitive advantage.

We have approximately 3,000 patents that are related to our business model.

We have more than 3,000 patents that are related to our business model.

A key pillar of our strategy is continuing to invest in knowledge and intellectual property to support extending our services to a broader ecosystem of technology providers and customer challenges and solutions.

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Human Capital Resources

As of December 31, 2021, we had approximately 90,000 employees in more than 60 countries.

Approximately 92% of our employees work outside the U.S., with workforce hubs in India, Poland, Brazil, Japan, Czech Republic and Hungary.

As of March 31, 2023, we had approximately 90,000 employees in more than 60 countries.

Approximately 91% of our employees work outside the U.S., with workforce hubs in India, Poland, Brazil, Japan, Czechia and Hungary.

Our people advance the vital systems that power human progress.

Our global workforce is highly skilled, reflective of the work we do for our customers’ digital transformations and in support of their mission-critical operations.

Our industry experts are also always continuously learning.

Over the past five years, we earned more than 245,000 badges through our learning platform in strategic skills, including cloud, AI, analytics, design thinking, quantum and security.

At Kyndryl, we are:

● A purpose-led culture, focused on inspiring our dedicated people to advance what’s possible for our customers

● A business where our people are our business.

We want empowered employees who keep learning, thriving and creating

● Inclusive and open.

This starts with a diverse and empathetic workforce that listens and learns at every step

● Fostering an environment that supports new ways of working, accelerated career progression and the chance to work with the most interesting technology systems

● Promoting innovation at every turn – in our open and transparent leadership, in our purpose and in our shared values built around a commitment to advancing what’s next for ourselves and our customers

Kyndryl professionals bring deep industry and technical expertise along with a passion for continuous learning.

Our employees, whom we call Kyndryls, have earned more than 245,000 badges through our learning platform which provides access to curriculum that spans strategic skills, cloud, AI, analytics, design thinking, quantum computing and security.

At Kyndryl, we aim to be:

● Restless to power the future;

eager to learn and innovate

● Empathetic role models;

serving with trust and transparency

● Focused on shared success to achieve both business results and key human capital goals – driving a deep analytic understanding of people, technology and customer challenges

● Fast, agile change leaders with courage to be bold and judgment to manage risk

● Dedicated to building empowered, inclusive and accountable teams;

recruiting, retaining and developing diverse talent that enhances performance and capabilities

We are committed to fostering an environment that supports new ways of working and accelerated career progression promoting innovation throughout our organization.

Our Kyndryl Way is founded on our Vision to become an “employer of choice” and is founded on our commitment to advancing what’s next for ourselves and our customers.

Our people are at the center of designing, building and managing the technology environments that the world depends on every day.

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Talent and Culture;

Our business is our people, and our talent strategy revolves around our ability to best serve our customers through ongoing investment in talent and skill development.

We attract, develop and retain talent in a dynamic and competitive environment.

Inclusion, Diversity and Equity (“ID&E”)

Our business is centered around our people, and our talent strategy revolves around our ability to best serve our customers through ongoing investment in talent and skill development.

We attract, develop and retain talent in a competitive and dynamic environment.

We are focused on optimizing the employee experience at Kyndryl through:

● Attracting:

We create technical careers of the future through increased skill development to meet and exceed new market demands

Elevating the Kyndryl brand and creating a candidate experience where diversity, equity and inclusion are at the forefront of the hiring process.

We proactively source talent both internally and externally with advanced capabilities to ensure the right talent, at the right time, in the right place

● Developing:

We align our people’s goals with our customers’, promoting acquisition of critical skills on an individual level and continuous learning

We retain talent through increased career mobility, internal upskilling, reskilling opportunities and promotions

Providing employees with transparency to understand the skills, capabilities and experiences essential to our growth and their progression over their career by ensuring access to resources specifically designed to advance critical skills and competencies

Communicating our strategy and building our Kyndryl culture;

establishing programs that are focused on rewarding value creation, recognizing performance and driving accountability balanced with workplace flexibility, well-being, continuous learning and a diverse, inclusive and equitable environment

We are committed to building the technical careers of the future and have made investments in training and skills to ensure our people are relevant, experienced and technically positioned to serve our customers on their most complex challenges.

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We offer comprehensive market-competitive rewards and benefits programs including health benefits, mental health support and Employee Assistance Plans, retirement savings benefits, paid time off and recognition programs, among others.

Inclusion, Diversity and Equity (“ID&E”)

We empower Kyndryls to embed ID&E throughout our business to engender a diverse workforce and inclusive, equitable culture that delivers exceptional service for our customers and advances the vital systems that power human progress.

We will uphold and build upon a strong history of inclusion, diversity and equity.

Key diversity and inclusion objectives are:

● Connected and inclusive culture:

Drive a culture where employees feel a sense of inclusion and belonging

● Diverse and representative teams:

Attract, develop and retain diverse talent across levels and geographies

● Embedding ID&E within business and operations:

Embedding ID&E in every part of our business

● Community engagement and advocacy:

Cultivate opportunity and promote equity for unde r- served communities

Health, Safety and Well-Being

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This team has implemented a health and safety management system that ensures compliance with all local health and safety regulations, minimizes workplace health and safety risks, and provides for safe and healthy workplaces so our employees can do their best work.

Throughout the COVID-19 pandemic, our priority has continued to be the health and safety of employees, customers and partners, while supporting our customers’ operations.

We have a comprehensive, global pandemic management plan that is regularly updated to reflect the changing environment of workplace health and safety.

Our employees are supported with access to our Health and Safety team, education, timely updates and forums to ask questions and raise concerns.

Additionally, we have continued to focus on mental health and supporting our employees through different phases of the pandemic.

Company Website, Social Media and Availability of SEC Filings

Company Website, Social Media and Availability of Securities and Exchange Commission Filings

The Company’s internet website is www.kyndryl.com .

Information on the Company’s website is not incorporated by reference herein and is not a part of this report.

The Company makes available free of charge on its website or provides a link on its website to the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after those reports are electronically filed with or furnished to the Securities and Exchange Commission.

To access these filings, go to the investor relations section of the Company’s website ( investors.kyndryl.com ) and under the “Financials” heading, click on “SEC Filings.” In addition, the SEC maintains an Internet website (http://www.sec.gov) containing reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

To access these filings, go to the investor relations section of the Company’s website ( https://investors.kyndryl.com ) and under the “Financial Information” heading, click on “SEC Filings.” In addition, the SEC maintains an Internet website (https://www.sec.gov) containing reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

The Company may use its website and/or social media outlets, such as Facebook, LinkedIn and Twitter, as distribution channels of material Company information.

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The sources of certain statistical data, industry data, estimates, and forecasts contained in this 10-K are the following independent industry publications or reports:

● Gartner, Smarter With Gartner:

Top Security and Risk Trends for 2021, dated April 5, 2021

● Gartner, Forecast:

IT Services, Worldwide, 2019-2025, 4Q21 Update, dated December 21, 2021 (the “Gartner IT Services Report”)

● Gartner, Forecast Analysis:

Digital Business Consulting Services, Worldwide, dated December 7, 2020 (the “Gartner Consulting Services Forecast Report”)

● Gartner, Forecast Analysis:

Cloud Consulting and Implementation Services, Worldwide, dated July 23, 2021

● Gartner, Magic Quadrant for Managed Mobility Services, Global 2021, dated April 6, 2021

● Gartner, Market Share:

IT Services, Worldwide 2020, dated April 8, 2021

We performed calculations of market sizes and growth rates using Gartner research from the Gartner IT Services Report and the Gartner Consulting Services Forecast Report.

The Gartner reports described herein (the “Gartner Content”) represent research opinion or viewpoints published, as part of a syndicated subscription service, by Gartner, Inc.

(“Gartner”) and are not representations of fact.

The Gartner Content speaks as of its original publication date (and not as of the date of this 10-K), and the opinions expressed in the Gartner Content are subject to change without notice.

Gartner does not endorse any vendor, product or service depicted in its research publications, and does not advise technology users to select only those vendors with the highest ratings or other designation.

Gartner research publications consist of the opinions of Gartner’s research organization and should not be construed as statements of fact.

Gartner disclaims all warranties, expressed or implied, with respect to this research, including any warranties of merchantability or fitness for a particular purpose.

◾ Capital IQ, Top 100 Capital IQ Insurance Companies

◾ GSMA, The Mobile Economy 2022, dated February 28, 2022

◾ GSMA, The Mobile Economy 2021, dated July 6, 2021

◾ Investopedia, 10 Biggest Telecommunications (Telecom) Companies, dated February 16, 2023

◾ AT&T, 2021 Annual Report, dated February 17, 2021

◾ ICAO, Annual Report 2021

◾ Airfinance Journal, Airline top 100 2022, dated June 30, 2022

◾ Air New Zealand, 2021 Annual Financial Results, dated August 24, 2021

◾ Cathay Pacific Airways Limited, 2021 Annual Results, dated March 9, 2022

◾ Capital IQ, Capital IQ data for Automobile Industry overall 2021

Executive Officers of the Registrant:

Our executive officers as of the date hereof are as follows:

Martin Schroeter.

Schroeter, 58, was appointed our Chief Executive Officer in January 2021 and was appointed as Chairman of the Board in October 2021 in connection with the Spin-off.

Previously, Mr.

Schroeter served in a variety of business line and finance executive positions at IBM, including Senior Vice President of Global Markets from 2018 until 2020, responsible for IBM’s global sales, customer relationships and satisfaction and worldwide geographic operations and overseeing IBM’s marketing and communication functions and building IBM’s brand and reputation globally, and Senior Vice President and Chief Financial Officer from 2014 until 2017, leading IBM’s finance function.

Earlier in his career, Mr.

Schroeter served as General Manager of IBM global financing, managing a total asset base in excess of $37 billion, and had served numerous roles in Japan, the United States and Australia.

Previously, Mr.

Schroeter served as a director of the American Australian Association.

Schroeter received his MBA from Carnegie Mellon University and his undergraduate degree from Temple University.

David Wyshner.

Wyshner, 56, was appointed our Chief Financial Officer in September 2021.

From March 2020 until his appointment as our Chief Financial Officer, Mr.

Wyshner served as the Chief Financial Officer at XPO Logistics, Inc., where he led all financial functions for the global transportation and contract logistics company that

manages supply chains for customers worldwide.

Prior to that, Mr.

Wyshner served as the Chief Financial Officer at Wyndham Hotels & Resorts, Inc.

from May 2018 to December 2019, and as its senior advisor from December 2019 to March 2020.

He served as Executive Vice President and Chief Financial Officer of Wyndham Worldwide Corporation, from which Wyndham Hotels was spun-off, from August 2017 to May 2018.

From August 2006 to June 2017, Mr.

Wyshner served as the Chief Financial Officer of Avis Budget Group and also served as Avis Budget Group’s president from January 2016 to June 2017.

Wyshner received his MBA from the Wharton School of the University of Pennsylvania and his Bachelor of Arts in applied mathematics from Yale University.

Keinan, 58, was appointed our Group President in March 2021.

Since September 2020, Mr.

Keinan has served as a venture partner at Pitango Venture Capital, focusing on scaling the success of growth stage technology companies, and as an advisor to Sumitomo Corporation.

Prior to that, Mr.

Keinan served a variety of executive roles at IBM from July 1987 to June 2020, including General Manager of IBM North America and Chairman of IBM Japan, and held top leadership roles in Latin America and Europe.

Keinan currently serves on the boards of Cellebrite, Ottopia and United Way of New York City.

Keinan received his MBA from University of Miami Herbert Business School and his Bachelor of Science in Computer Science and Electrical Engineering from Rensselaer Polytechnic Institute.

Maryjo Charbonnier.

Charbonnier, 53, was appointed our Chief Human Resources Officer in July 2021.

From January 2015 until her appointment, Ms.

Charbonnier served as the Chief Human Resources Officer at Wolters Kluwer, where she was responsible for the design and implementation of all human resources strategies, policies and processes.

Prior to that, Ms.

Charbonnier served as the Chief Human Resources Officer at Broadridge Financial Solutions from August 2008 to December 2014.

From August 1995 to August 2008, Ms.

Charbonnier was an HR executive in a variety of leadership roles at PepsiCo, including Vice President for Talent Sustainability for PepsiCo Foods Americas.

Charbonnier received her MBA from Southern Methodist University and her undergraduate degree from Catholic University.

Edward Sebold.

Sebold, 58, was appointed our General Counsel and Secretary in October 2021 in connection with the Spin-off.

From March 2012 until his appointment as our General Counsel, Mr.

Sebold served as Assistant General Counsel at IBM, leading several global legal functions at IBM, including teams that worked with services, IBM's Watson Health, litigation and mergers and acquisitions.

Prior to joining IBM in 2012, Mr.

Sebold was a partner at Jones Day in the firm’s Cleveland and Houston offices.

Sebold serves on the board of the Pro Bono Partnership.

Sebold received his JD from University of Michigan and his Bachelor of Arts in economics from John Carroll University.

Vineet Khurana.

Khurana, 50, was appointed our Controller in May 2021 and to the additional office of Vice President in November 2021.

Since July 2020, Mr.

Khurana had been serving as Chief Financial Officer of IBM’s Global Business Services unit.

Prior to assuming this role, Mr.

Khurana was the Chief Financial Officer of IBM Europe from March 2018 through July 2020 and the Vice President and Chief Financial Officer of IBM United Kingdom and Ireland from July 2016 until March 2018.

Earlier in his IBM tenure, Mr.

Khurana held roles of increasing responsibility spanning IBM’s financial strategy and IBM’s Global Financing division.

Khurana also serves as an External Governor and a member of the Infrastructure and Finance Committee of the University of Portsmouth, United Kingdom.

Khurana received his MBA from University of Warwick, United Kingdom and his undergraduate degree in Chemical Engineering from Manipal Institute of Technology, India.

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What changed 10-K

Item 1. Business