Correspondence 0001810019-24-000161 from Rackspace Technology, Inc. (RXT)
Rackspace Technology, Inc.
Date: Nov. 21, 2024 · CIK: 0001810019 · Accession: 0001810019-24-000161
AI Filing Summary & Sentiment
File numbers found in text: 001-39420
Referenced dates: November 12, 2024
Letter
VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Attention: Dave Edgar Office of Technology Re: Rackspace Technology, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Filed March 15, 2024 File No. 001-39420
Dear Mr. Edgar and Ms. Dietz:
This letter responds to comments received in a letter from the Staff (the "Staff") of the Securities and Exchange Commission (the “Commission”), dated November 12, 2024 (the “Comment Letter”), to Rackspace Technology, Inc. (the "Company") related to the Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”).
For your convenience, we have set forth below the Staff’s comments followed by the Company’s responses thereto.
Form 10-K for the Fiscal Year Ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Measures, page 66
1.We note the cost breakdowns you provided in response to prior comments 2 and 3. The components of the adjustment “special bonuses and other compensation expense” for cash compensation paid to employees who remain employed, that are included within acquisition-related payments, transformation project related bonuses and long-term incentive related amounts and the components of the adjustment for “restructuring and transformation” related to cash compensation paid to employees who remain employed, that are included within labor dedicated to transformation projects appear to be normal, recurring cash operating expenses. In this regard, considering that continued employment is required and the amounts will be paid in cash, it remains unclear how these charges are not a normal, recurring cash operating expense. Accordingly, please remove these adjustments from your non-GAAP measures. Refer to Question 100.01 of the non-GAAP C&DIs.
Response: The Company respectfully acknowledges the Staff’s comment and will remove those adjustments from its non-GAAP measures.
* * * * *
Dave Edgar
Christine Dietz
November 21, 2024
Page 2
If you have any questions regarding the responses contained in this letter, please do not hesitate to contact the undersigned at 1-800-961-4454.
Sincerely,
/s/ Mark Marino
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CORRESP 1 filename1.htm Document RACKSPACE TECHNOLOGY, INC. 19122 US Highway 281N, Suite 128 San Antonio, Texas 78258-7667 November 21, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Dave Edgar Christine Dietz Office of Technology Re: Rackspace Technology, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Filed March 15, 2024 File No. 001-39420 Dear Mr. Edgar and Ms. Dietz: This letter responds to comments received in a letter from the Staff (the "Staff") of the Securities and Exchange Commission (the “Commission”), dated November 12, 2024 (the “Comment Letter”), to Rackspace Technology, Inc. (the "Company") related to the Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”). For your convenience, we have set forth below the Staff’s comments followed by the Company’s responses thereto. Form 10-K for the Fiscal Year Ended December 31, 2023 Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Measures, page 66 1.We note the cost breakdowns you provided in response to prior comments 2 and 3. The components of the adjustment “special bonuses and other compensation expense” for cash compensation paid to employees who remain employed, that are included within acquisition-related payments, transformation project related bonuses and long-term incentive related amounts and the components of the adjustment for “restructuring and transformation” related to cash compensation paid to employees who remain employed, that are included within labor dedicated to transformation projects appear to be normal, recurring cash operating expenses. In this regard, considering that continued employment is required and the amounts will be paid in cash, it remains unclear how these charges are not a normal, recurring cash operating expense. Accordingly, please remove these adjustments from your non-GAAP measures. Refer to Question 100.01 of the non-GAAP C&DIs. Response: The Company respectfully acknowledges the Staff’s comment and will remove those adjustments from its non-GAAP measures. * * * * * Dave Edgar Christine Dietz November 21, 2024 Page 2 If you have any questions regarding the responses contained in this letter, please do not hesitate to contact the undersigned at 1-800-961-4454. Sincerely, /s/ Mark Marino Mark Marino, Chief Financial Officer cc: Brian M. Janson Paul, Weiss, Rifkind, Wharton & Garrison LLP