SecProbe.io

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 July 23, 2025

David Wyshner
Chief Financial Officer
Kyndryl Holdings, Inc.
One Vanderbilt Avenue, 15th Floor
New Yor, New York 10017

 Re: Kyndryl Holdings, Inc.
 Form 10-K for the Fiscal Year Ended March 31, 2025
 File No. 001-40853
Dear David Wyshner:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
cc: Edward Sebold
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Kyndryl

 One Vanderbilt Avenue

 15th Floor

 New York, NY 10017 USA

 VIA EDGAR

 July 21, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Megan Masterson and Kathleen Collins

 Re: Kyndryl
Holdings, Inc.

 Form 10-K for the Fiscal Year Ended March 31,
2025

 File No. 001-40853

 Dear Ms. Masterson and Ms. Collins:

 This letter is being submitted in response to the comment letter dated
July 7, 2025, from the staff (the "Staff") of the Division of Corporation Finance of the United States Securities and Exchange
Commission with respect to the above-referenced filing of Kyndryl Holdings, Inc. (the "Company").

 For your convenience, we have set forth below the Staff's comments
in bold followed by the Company's response.

 Form 10-K for the Fiscal Year Ended March 31, 2025

 Management's Discussion and Analysis of Financial Condition and
Results of Operations

 Segment Results

 Costs and Expenses, page 35

 1. We note you refer to several factors impacting period-over-period change in your operating expenses. For example, you state the
decrease in cost of services was due to lower depreciation expense, increased operating efficiencies, higher margins on recent signings
and a vendor credit. Where a material change is attributed to two or more factors, including any offsetting factors, please revise to
describe the contribution of each factor in quantified terms. Refer to Item 303(b) of Regulation S-K.

 The Company respectfully acknowledges the Staff's comment
and advises the Staff that, in future filings, where the Company describes two or more factors, including any offsetting factors, that
contributed to a material change in operating expenses (or another line item), the Company will quantify each material factor that contributed
to the overall change in operating expenses (or another line item) to the extent such information would be necessary to an investor's
understanding of the changes in our results, in accordance with Item 303(b) of Regulation S-K.

 Other Information, Page 40

 2. We note that management uses signings as a tool to monitor the performance of the business including your ability to attract new
customers and sell additional scope into your existing customer base. We further note from your risk factor disclosure on page 14 that
your revenues may be impacted by your ability to attract new customers, retain existing customers and sell additional services with greater
gross margins. Please tell us your consideration to provide a quantified discussion of the impact of new versus existing customers on
your signings. We refer you to the revised disclosures provided in response to comment 5 of our September 17, 2021 letter. Alternatively,
tell us what measures management uses to monitor your ability to attract new customers and retain existing customers, and revise to include
a quantified discussion of such measures for each period presented. Refer to SEC Release No. 33-10751.

 The Company respectfully acknowledges the Staff's comment
and advises the Staff that, in preparing its disclosures, the Company regularly reviews and considers key performance indicators or metrics
that are used by management to manage the business and that would enable investors to see the Company through the eyes of management,
in accordance with SEC Release No. 33-10751.

 As context, the Company's former parent had distinguished
the impact of new versus existing customers in signings in response to the Staff's comment in September 2021; as a result, the Company
previously reported signings for new and existing customers on a limited basis (i.e., only for signings greater than $100 million). Over
the nearly four years since the Company's spin-off in November 2021 as an independent public company (the "Spin-off"),
however, the Company's business has evolved. Specifically, the Company's strategy and approach to signings and customer engagement
are shifting toward project-focused transformative work to complement the large portfolio of managed services arrangements, making this
distinction in signings between new and existing customers less relevant to the way in which the Company manages the business and reports
to stockholders. For example, in the third quarter of fiscal 2024, the Company signed a $2 million advisory project for a new customer.
Following the start of the project, the Company signed additional contracts with this customer for $49 million of managed services revenue.
In this example, only the initial $2 million signing would be counted as a new customer signing and the $49 million of additional services
would be considered as coming from an existing customer, which the Company does not view as a useful or meaningful distinction. As a result
of the foregoing, management no longer views signings for new versus existing customers separately in managing the business and does not
believe distinguishing new versus existing customer signings is a useful or meaningful indicator in assessing value creation for the Company.

 Instead, the Company currently focuses on signings aggregated
across all customers and believes that total signings (which includes signings with new customers, existing customers and additional scope,
together in the aggregate) is a more meaningful measure of customer engagement and the Company's ability to drive growth. Management
uses total signings, which it discloses in the Company's periodic reports on Forms 10-K and 10-Q, to assess the Company's
performance and anticipated future revenues and believes that total signings is an indicator of value creation in the Company's
early stages as an independent company.

 In response to the Staff's comment, the Company will
continue to monitor whether changes in the business have shifted the way management views signings and whether there are any additional
key performance measures that management may use in the future that may require disclosure under Item 303 of Regulation S-K and SEC Release
No. 33-10751.

 2

 3. We note the company has taken actions to reduce unprofitable and low-margin components of your customer relationships. We also
note the references in your earnings call and investor presentation to pre-spin low margin signings compared to post-spin higher margin
signings. Please tell us your consideration to include a quantified discussion of the impact of pre- and post-spin signings on each of
your segment's revenue and results of operations.

 The Company respectfully acknowledges the Staff's comment
and advises the Staff that, in preparing its disclosures, management considers both quantitative and qualitative factors in evaluating
material changes to the Company's segment revenue and results of operations, in accordance with Item 303(b) of Regulation S-K.

 The Company believes that its qualitative disclosure regarding
the impact of its strategic initiative to reduce low- and no-margin contracts is helpful to investors in order to provide context for
the margin trends that we have reported, and the Company has included such disclosure in the Company's periodic reports on Forms
10-K and 10-Q. We do not believe it would be practicable, however, for the Company to provide the quantitative impact of pre- and post-spin
signings separately. The projections of the Company's margins on signings following the Spin-off are typically based on the estimated
revenues and the estimated costs associated with these revenues. While the Company tracks the revenues and allocated costs on a customer-by-customer
basis, we frequently derive revenues for individual customers under multiple contracts. We do not separately track, or disaggregate, the
margins resulting from pre- and post-spin signings, and such information is not accumulated or communicated to management. Further, the
Company believes that attempts to provide such quantitative detail surrounding the quarterly or annual margins related to pre- and post-spin
signings separately would suggest a level of precision that could be misinterpreted and would not be meaningful given the limitations
previously discussed. That said, in future filings, we will continue to consider both quantitative and qualitative factors in evaluating
material changes to the Company's segment revenue and results of operations, including the impact of pre-spin and post-spin contracts
on our operating performance at the segment level to the extent such information is reasonably available and that management believes
is necessary to an understanding of the Company's performance.

 4. We note you present and discuss gross profit book-to-bill in your earnings call for the quarter ended March 31, 2025 and in the
related Fourth Quarter 2025 Earnings Presentation. In addition, you state in the investor presentation that management uses book-to-bill
and gross profit book-to-bill as tools to monitor the performance of the business including the business' ability to attract new customers
and sell additional scope into your existing customer base. Please tell us how projected gross profit on signings for the trailing twelve
months, which is used in your calculation of projected gross profit book-to-bill, is calculated. Also, clarify whether the actual gross
profit used in such calculation agrees to revenue less cost of services as provided in your income statement or explain how such amount
is determined. In addition, tell us whether these are key performance measures used in managing your business and if so, how you considered
including a quantified discussion of these metrics for each period presented in your periodic filings.

 The Company respectfully acknowledges the Staff's comment.
As disclosed in the Company's quarterly investor presentations, "our gross profit book-to-bill is defined as our projected gross
profit on signings for the trailing twelve months divided by our actual gross profit for the same period." The Company confirms
that the actual gross profit used in the denominator for the calculation of projected gross profit book-to-bill metric agrees to revenue
less cost of services, as provided in the Company's income statement.

 3

 The calculations for projected gross profit on signings and
gross profit book-to-bill ratio for the trailing twelve months are as follows:

 Projected gross margin
on signings (%)
 x

 Total signings
 ($)
 =
 Projected gross profit
on signings ("book")

 =
 Gross profit

 Reported gross profit
(revenue less cost of services)
("bill")
 book-to-bill ratio

 During the Company's second quarter fiscal 2024 earnings
call, the Company introduced this gross profit book-to-bill ratio measure and included a slide in its investor presentation that disclosed
this calculation. The calculation has not changed since then. Consistent with the Staff's comment, in future investor presentations
when we discuss gross profit book-to-bill ratio, the Company will enhance its disclosure to clarify the calculation of projected gross
margin on signings as described above.

 In response to the Staff's comment, the Company notes
that it considered whether these metrics that are disclosed in its earnings presentations should also be presented in its periodic filings.
In determining not to include these metrics in its periodic filings, the Company took into account that it does not view either book-to-bill
or gross profit book-to-bill as key performance indicators for managing its business . Rather, the Company discloses these measures
as additional supplemental color to illustrate to investors the quality of our signings growth. The book-to-bill and gross profit book-to-bill
calculations are derived from signings over the trailing twelve months. These signings-dependent metrics illustrate the Company's
progress in executing on its strategic and growth initiatives and the Company's value proposition over the long term. As previously
discussed, the Company includes quantitative and qualitative information about signings in its periodic reports, in addition to describing
material underlying factors impacting changes in the results of operations, such as the impact of signings. Therefore, while the Company
uses these additional supplemental metrics to describe the financial and strategic progress on the Company's long-term strategy
in its investor presentations, the Company does not believe that disclosing book-to-bill or gross profit book-to-bill in the Company's
periodic filings would provide material information to investors beyond the signings information already provided that would be necessary
to an understanding of the Company's performance. Further, management does not use gross profit book-to-bill to manage the Company's
business or to make strategic decisions.

 The Company will continue to monitor whether changes in the
business have shifted the way management views these metrics and whether there are any additional key performance measures that may require
disclosure under Item 303 of Regulation S-K and SEC Release No. 33-10751.

 If you have any questions, please contact me at david@kyndryl.com.

 Very truly yours,

 /s/ David B. Wyshner

 David B. Wyshner

 Chief Financial Officer

 cc:
 Edward Sebold, General Counsel and Secretary

 Vineet Khurana, Senior Vice President and Global
Controller

 4

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<TEXT>
 July 7, 2025

David Wyshner
Chief Financial Officer
Kyndryl Holdings, Inc.
One Vanderbilt Avenue, 15th Floor
New Yor, New York 10017

 Re: Kyndryl Holdings, Inc.
 Form 10-K for the Fiscal Year Ended March 31, 2025
 File No. 001-40853
Dear David Wyshner:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended March 31, 2025
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Segment Results
Costs and Expenses, page 35

1. We note you refer to several factors impacting period-over-period change
in your
 operating expenses. For example, you state the decrease in cost of
services was due to
 lower depreciation expense, increased operating efficiencies, higher
margins on recent
 signings and a vendor credit. Where a material change is attributed to
two or more
 factors, including any offsetting factors, please revise to describe the
contribution of
 each factor in quantified terms. Refer to Item 303(b) of Regulation S-K.
Other Information, page 40

2. We note that management uses signings as a tool to monitor the
performance of the
 business including your ability to attract new customers and sell
additional scope into
 your existing customer base. We further note from your risk factor
disclosure on page
 14 that your revenues may be impacted by your ability to attract new
customers, retain
 July 7, 2025
Page 2

 existing customers and sell additional services with greater gross
margins. Please tell
 us your consideration to provide a quantified discussion of the impact
of new versus
 existing customers on your signings. We refer you to the revised
disclosures provided
 in response to comment 5 of our September 17, 2021 letter.
Alternatively, tell us what
 measures management uses to monitor your ability to attract new
customers and retain
 existing customers, and revise to include a quantified discussion of
such measures for
 each period presented. Refer to SEC Release No. 33-10751.
3. We note the company has taken actions to reduce unprofitable and
low-margin
 components of your customer relationships. We also note the references
in your
 earnings call and investor presentation to pre-spin low margin signings
compared to
 post-spin higher margin signings. Please tell us your consideration to
include
 a quantified discussion of the impact of pre- and post-spin signings on
each of your
 segment's revenue and results of operations.
4. We note you present and discuss gross profit book-to-bill in your
earnings call for the
 quarter ended March 31, 2025 and in the related Fourth Quarter 2025
Earnings
 Presentation. In addition, you state in the investor presentation that
management uses
 book-to-bill and gross profit book-to-bill as tools to monitor the
performance of the
 business including the business' ability to attract new customers and
sell additional
 scope into your existing customer base. Please tell us how projected
gross profit on
 signings for the trailing twelve months, which is used in your
calculation of projected
 gross profit book-to-bill, is calculated. Also, clarify whether the
actual gross profit
 used in such calculation agrees to revenue less cost of services as
provided in your
 income statement or explain how such amount is determined. In addition,
tell us
 whether these are key performance measures used in managing your
business and if
 so, how you considered including a quantified discussion of these
metrics for each
 period presented in your periodic filings.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Megan Masterson at 202-551-3407 or Kathleen Collins at
202-551-
3499 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Edward Sebold
</TEXT>
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KYNDRYL
HOLDINGS, INC.

One Vanderbilt Avenue, 15th Floor

New York, New York 10017

  August 17, 2022

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Jan Woo and Patrick Faller

Kyndryl Holdings, Inc.

Registration Statement on

Form S-4 (File No. 333-266706)

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of
1933, as amended, we hereby request that the effective date of the above-captioned Registration Statement on Form S-4 (the “Registration
Statement”) of Kyndryl Holdings, Inc. (the “Company”) be accelerated to August 19, 2022 at 1:00 p.m. E.T. or as soon
thereafter as may be practicable.

We understand that the Staff will consider this
request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the
issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact David
E. Sobel of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3226.

*****

    Very truly yours,

    KYNDRYL HOLDINGS, INC.

    By:
    /s/ Edward Sebold

    Name: Edward Sebold
Title: General Counsel and Secretary

United States securities and exchange commission logo
August 17, 2022
David Wyshner
Chief Financial Officer
Kyndryl Holdings, Inc.
One Vanderbilt Avenue, 15th Floor
New York, New York 10017
Re:Kyndryl Holdings, Inc.
Registration Statement on Form S-4
Filed August 9, 2022
File No. 333-266706
Dear Mr. Wyshner:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Patrick Faller, Staff Attorney, at (202) 551-4438 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Evan Barth

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Kyndryl
Holdings, Inc.

One Vanderbilt Avenue, 15th Floor

New York, New York 10017

August 9, 2022

BY EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Kyndryl Holdings, Inc.

Registration Statement on Form S-4

Ladies and Gentlemen:

Kyndryl Holdings, Inc. (the “Company”)
has filed a registration statement on Form S-4 (the “Registration Statement”) for the proposed registration under the
Securities Act of 1933, as amended (the “Securities Act”), of up to (i) $700,000,000 of its outstanding 2.050% Senior
Notes due 2026 for a like amount of its registered 2.050% Senior Notes due 2026 (the “2026 Exchange Notes”), (ii) $500,000,000
of its outstanding 2.700% Senior Notes due 2028 for a like amount of its registered 2.700% Senior Notes due 2028 (the “2028 Exchange
Notes”), (iii) $650,000,000 of its outstanding 3.150% Senior Notes due 2031 for a like amount of its registered 3.150% Senior
Notes due 2031 (the “2031 Exchange Notes”) and (iv) $550,000,000 of its outstanding 4.100% Senior Notes due 2041 for
a like amount of its registered 4.100% Senior Notes due 2041 (the “2041 Exchange Notes” and, together with the 2026 Notes,
the 2028 Notes and the 2031 Notes, the “Exchange Notes”) (each, an “Exchange Offer”). The Company is registering
the Exchange Notes in reliance upon the position enunciated by the Staff of the Securities and Exchange Commission (the “Staff”)
in Exxon Capital Holdings Corporation, SEC No-Action Letter (April 13, 1988), and in Morgan Stanley & Co. Incorporated,
SEC No-Action Letter (June 5, 1991).

The Company represents that neither it nor any of
its affiliates has entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the
Exchange Offers and, to the best of the Company’s information and belief, each person participating in the Exchange Offers will
be acquiring the Exchange Notes in its ordinary course of business and will have no arrangement or understanding with any person to participate
in the distribution of the Exchange Notes to be received in the Exchange Offers. In this regard, the Company will make each person participating
in the Exchange Offers aware (through the prospectus relating to the Exchange Offers or otherwise) that if such person has any arrangement
or understanding with respect to the distribution of the Exchange Notes to be acquired in the Exchange Offers, such person (i) could
not rely on the Staff position enunciated in the aforementioned no action letters and (ii) must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any resale transaction. The Company acknowledges that such a
resale transaction by such person participating in the Exchange Offers pursuant to such arrangement or understanding for the purpose of
distributing the Exchange Notes should be covered by an effective registration statement containing the selling security holder information
required by Item 507 of Regulation S-K promulgated under the Securities Act.

The Company will also make each person participating
in the Exchange Offers aware (through the prospectus relating to the Exchange Offers or otherwise) that it is the position of the Staff
that any broker-dealer that holds the Existing Notes for its own account acquired as a result of market-making activities or other trading
activities, and that receives the Exchange Notes in exchange for the Existing Notes pursuant to the Exchange Offers, may be a statutory
underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the Exchange
Notes and must confirm that it has not entered into any arrangement or understanding with the Company or any of their affiliates to deliver
the Exchange Notes. Each such broker-dealer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities
Act in connection with any resale of the Exchange Notes.

[Signature page follows]

    Very truly yours,

    KYNDRYL HOLDINGS, INC.

    By:
    /s/ Edward Sebold

    Name:
    Edward Sebold

    Title:
    General Counsel and Secretary

    cc:
    John C. Kennedy, Esq.

    Paul, Weiss, Rifkind, Wharton & Garrison LLP

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Paul, Weiss, Rifkind, Wharton & Garrison
LLP

1285 Avenue of the Americas

New York, New York 10019-6064

August 9, 2022

Via EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Kyndryl Holdings, Inc.

Registration Statement on Form S-4

Ladies and Gentlemen:

On behalf of our client, Kyndryl Holdings, Inc.,
a Delaware corporation (the “Company”), we are transmitting for filing with the Securities and Exchange Commission in electronic
form a Registration Statement on Form S-4 (the “Registration Statement”) in connection with the proposed registration
under the Securities Act of 1933, as amended (the “Securities Act”), of the offer to exchange up to $700,000,000 aggregate
principal amount of the Company’s 2.050% Senior Notes due 2026, $500,000,000 million aggregate principal amount of the Company’s
2.700% Senior Notes due 2028, $650,000,000 million aggregate principal amount of the Company’s 3.150% Senior Notes due 2031 and
$550,000,000 million aggregate principal amount of the Company’s 4.100% Senior Notes due 2041 for a like principal amount of substantially
similar notes that were issued in a transaction exempt from registration under the Securities Act.

The Company has informed us that the filing fee
in the amount of $222,480 was wired to the Securities and Exchange Commission’s account at U.S. Bank.

Should you have any questions regarding the Registration
Statement, please feel free to contact John C. Kennedy at (212) 373-3025 or jkennedy@paulweiss.com or Edward Sebold at (212) 896-2098 or edsebold@kyndryl.com.

    Very truly yours,

    /s/ John C. Kennedy

    John C. Kennedy

    cc:
    Evan Barth, Esq.

    Evan.Barth@kyndryl.com

    Kyndryl Holdings, Inc.

    David E. Sobel, Esq.

    dsobel@paulweiss.com

    Paul, Weiss, Rifkind, Wharton & Garrison LLP

CORRESP
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KYNDRYL HOLDINGS, INC.

One Vanderbilt Avenue, 15th Floor

New York, NY 10017

October 13, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Jan Woo and Matthew Derby

 Re: Kyndryl Holdings, Inc.

Form 10-12B

File No. 001-40853

Dear Ms. Woo and Mr. Derby:

In accordance with Rule 12d1-2 promulgated
under the Securities Exchange Act of 1934, as amended, Kyndryl Holdings, Inc. hereby respectfully requests that the effective date
of its Registration Statement on Form 10 (File No. 001-40853) (the “Registration Statement”) be accelerated
by the Securities and Exchange Commission to 3:00 p.m., New York City time, on October 14, 2021, or as soon thereafter as practicable.

It would be appreciated if, as soon as the Registration
Statement is declared effective, you would so inform John C. Kennedy at (212) 373-3025, with written confirmation sent to the address
listed on the cover of the Registration Statement to follow.

    Sincerely,

    KYNDRYL HOLDINGS, INC.

    By:
    /s/ Simon J. Beaumont

    Name: Simon J. Beaumont

    Title: President

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Paul, Weiss, Rifkind, Wharton & Garrison
LLP

1285 Avenue of the Americas

New York, New York 10019-6064

October 12, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
     Jan Woo and Matthew Derby

Division of Corporation Finance

Office of Technology

 Re: Kyndryl Holdings, Inc.

Registration Statement on Form 10-12B

Filed September 28, 2021

File No. 001-40853

Dear Ms. Woo and Mr. Derby:

On behalf of Kyndryl Holdings,
Inc., a Delaware corporation (the “Company” or “Kyndryl”), we hereby submit in electronic form the
accompanying Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form 10 for the Company’s common
stock (the “Registration Statement”), together with exhibits, as filed with the Securities and Exchange Commission
(the “Commission”) on September 28, 2021.

Amendment No. 1 reflects the
responses of the Company to the comment received in a letter from the Staff of the Commission (the “Staff”), dated
October 7, 2021 (the “Comment Letter”), and the inclusion of certain other information. Certain capitalized terms set
forth in this letter are used as defined in Amendment No. 1. For your convenience, set forth below is the Staff’s comment followed
by the Company’s response thereto. All references to page numbers in our responses are to the pages of the information statement
filed as Exhibit 99.1 (the “Information Statement”) to Amendment No. 1.

The Company has asked us to convey the following
response to the Staff:

Registration Statement on Form 10-12B

Unaudited Pro Forma Condensed Combined Financial Statements

Management Adjustments, page 47

 1. Please revise Management’s Adjustments to quantify each Management Adjustment.  For example, your narrative description
suggests that there are both synergies and dis-synergies, which should be separately quantified.  To the extent that more than one
Management Adjustment depicts such synergies and dis-synergies, each should be quantified separately.  For example, your narrative
disclosure refers to zero-based budgeting to determine headcount and also suggests there are other types of costs and considerations inherent
in your synergies and dis-synergies.   Further, please consider whether your presentation complies with the requirement to provide the disclosure
for each Management Adjustment, including the material assumptions and limitations.  Refer to Article 11-02(a)(7)(ii)(D) of Regulation
S-X.

Securities and Exchange Commission

Division of Corporation Finance

October 12, 2021

Page 2

In response to the Staff’s comment, the Company
has updated the Management Adjustments disclosure on pages 47-49 of the Information Statement to quantify each Management Adjustment and
provide the required disclosures under Article 11-02(a)(7)(ii)(D).

* * *

If you have any questions regarding Amendment No.
1 and the Information Statement, please do not hesitate to contact the undersigned at (212) 373-3025 or Alison Yara at (914) 499-5260.

    Sincerely,

    /s/ John C. Kennedy

    John C. Kennedy

    cc:
    Alison Yara, Vice President & Chief Accountant

    Frank P. Sedlarcik, Vice President, Assistant General Counsel & Secretary

    International Business Machines Corporation

    Steven J. Williams

    David E. Sobel

    Paul, Weiss, Rifkind, Wharton & Garrison LLP

United States securities and exchange commission logo
October 7, 2021
Martin Schroeter
Chief Executive Officer
Kyndryl Holdings, LLC
One New Orchard Road
Armonk, NY 10504
Re:Kyndryl Holdings, LLC
Form 10-12B Filed on September 28, 2021
File No. 001-40853
Dear Mr. Schroeter:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this
comment, we may have additional comments.
Form 10-12B Filed on September 28, 2021
Unaudited Pro Forma Condensed Combined Financial Statements
Management Adjustments, page 47
1.Please revise Management’s Adjustments to quantify each Management Adjustment.  For
example, your narrative description suggests that there are both synergies and dis-
synergies, which should be separately quantified.  To the extent that more than one
Management Adjustment depicts such synergies and dis-synergies, each should be
quantified separately.  For example, your narrative disclosure refers to zero-based
budgeting to determine headcount and also suggests there are other types of costs and
considerations inherent in your synergies and dis-synergies.   Further, please consider
whether your presentation complies with the requirement to provide the disclosure for
each Management Adjustment, including the material assumptions and limitations.  Refer
to Article 11-02(a)(7)(ii)(D) of Regulation S-X.

 FirstName LastNameMartin Schroeter
 Comapany NameKyndryl Holdings, LLC
 October 7, 2021 Page 2
 FirstName LastName
Martin Schroeter
Kyndryl Holdings, LLC
October 7, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Rebekah Lindsey, Senior Staff Accountant, at (202) 551-3303 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters.  Please contact Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       John C. Kennedy

CORRESP
1
filename1.htm

Paul, Weiss, Rifkind, Wharton & Garrison
LLP

1285 Avenue of the Americas

New York, New York 10019-6064

September 28, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

  Attention:
  Jan Woo and Matthew Derby

  Division of Corporation Finance

  Office of Technology

 Re: Kyndryl Holdings LLC

Amendment No. 2 to Draft Registration Statement on Form 10

Submitted August 31, 2021

CIK No. 0001867072

Dear Ms. Woo and Mr. Derby:

On behalf of Kyndryl Holdings, Inc., a Delaware corporation (the “Company” or “Kyndryl”), we hereby submit in electronic
form the accompanying Registration Statement on Form 10 for the Company’s common stock (the “Registration Statement”),
together with exhibits, as originally confidentially submitted with the Securities and Exchange Commission (the “Commission”)
on June 22, 2021.

The Registration Statement
reflects the responses of the Company to comments received in a letter from the Staff of the Commission (the “Staff”),
dated September 17, 2021 (the “Comment Letter”), and the inclusion of certain other information. The discussion below
is presented in the order of the numbered comments in the Comment Letter. Certain capitalized terms set forth in this letter are used
as defined in the Registration Statement. For your convenience, set forth below are the Staff’s comments followed by the Company’s
responses thereto. All references to page numbers in our responses are to the pages of the information statement filed as Exhibit 99.1
(the “Information Statement”) to the Registration Statement.

The Company has asked us to convey the following
responses to the Staff:

Amendment No. 2 to Draft Registration Statement on Form 10

Unaudited Pro Forma Condensed Combined Financial Statements, page
35

 1. In order for us to further evaluate your response to prior comment 2 related to adjustment (s), please quantify the amounts included
in adjustment (s) that do not relate to the transition services agreement and tell us whether management believes such amounts are material.

The Company respectfully advises the Staff
that the total amount of the pro forma adjustments provided in prior Note (s), now Note (t), to the unaudited pro forma condensed
combined financial statements is $73 million and $36 million for the year ended December 31, 2020 and the six months ended June 30,
2021, respectively. These adjustments consist of transition services agreements we intend to enter into with IBM. The amounts that
do not relate to the transition services agreements are ($591) million and ($303) million for the year ended December 31, 2020 and
the six months ended June 30, 2021, respectively. Separately, other than the transition services agreements, we have removed the
amounts previously presented as autonomous entity adjustments and we have provided a presentation of adjustments that management
believes are necessary to enhance an understanding of the pro forma effects of the transaction. If the Company decides to increase
or reduce resource or invest more heavily in certain areas in the future, that will be part of its discretionary future decisions
and have not been included in the management adjustments. This disclosure has been provided on page 47 of the unaudited pro forma
condensed combined financial statements under Management Adjustments and provides additional detail regarding the nature and types
of the adjustments.

Securities and Exchange Commission

Division of Corporation Finance

 September 28, 2021

Page 2

 2. We note your disclosure that receivables with extended payment terms were historically assigned to IBM's Global Financing business
and as such, were not reflected on your historical balance sheet.  Please clarify whether you will retain these receivables in the
spin-off and if so, tell us how you contemplated the need for a pro forma adjustment to reflect such receivables.  Alternatively,
please revise the notes to the unaudited pro forma condensed combined financial statements to disclose the average balance of such
receivables and any related interest income earned and clarify that such receivables have not been reflected in the pro forma financial
statements. Refer to Article 11-02(a)(11) of Regulation S-X.

The
Company respectfully advises the Staff that the Company will not retain these previously assigned receivables in the spin-off. In addition,
the Company anticipates entering into a third-party arrangement to sell certain extended payment terms receivables in the future and,
as a result, has not provided for a pro forma adjustment to reflect the retention of such receivables. Page 38 of the Information Statement
provides further detail regarding these types of receivables and their anticipated future treatment.

 3. Please revise pro forma adjustment (e) to disclose the estimated useful life for the upgraded hardware and the total related depreciation
expense that will be recognized in the future once IBM provides such hardware.

In
response to the Staff’s comment, the Company has updated the disclosure in prior Note (e), now Note (f) on page 44 of the
Information Statement to provide the requested information.

 4. Please tell us whether the $132 million of retention bonuses referenced in note (g) are included in the pro forma income statement
adjustments and if so, revise to include a cross reference to the related adjustment.  In this regard, tell us whether note (n) includes
such costs.  Also, revise note (n) to include a breakdown of the various costs that comprise the total $678 million and $6 million
adjustment for the year ended December 31, 2020 and the six months ended June 30, 2021, respectively.

The
Company respectfully advises the Staff that the retention bonuses of $132 million are included in the unaudited pro forma condensed
combined income statement within adjustment (o). In response to the Staff’s comment, the Company has revised the disclosure
for prior Note (n), now Note (o) on page 45 of the Information Statement to include the breakdown of the transaction
costs.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations

Other Information, page 81

 5. Please refer to prior comment 4.  Disclosure indicates that you use the estimated value of signings, in part, to monitor the
performance of the business, including the business’ ability to attract new customers and increase the scope to your existing customer
base. As such, please revise to provide a quantified discussion of such breakdown as previously requested.

In
response to the Staff’s comment, the Company has updated the disclosure on page 86 of the Information Statement to provide a quantification
of signings between new and existing contracts.

Securities and Exchange Commission

Division of Corporation Finance

 September 28, 2021

Page 3

* * *

If you have any questions regarding the Registration
Statement and the Information Statement, please do not hesitate to contact the undersigned at (212) 373-3025 or Alison Yara at (914) 499-5260.

    Sincerely,

    /s/ John C. Kennedy

    John C. Kennedy

  cc:
  Alison Yara, Vice President & Chief Accountant

  Frank P. Sedlarcik, Vice President, Assistant General Counsel & Secretary

  International Business Machines Corporation

  Steven J. Williams

  David E. Sobel

  Paul, Weiss, Rifkind, Wharton & Garrison LLP

United States securities and exchange commission logo
September 17, 2021
Martin Schroeter
Chief Executive Officer
Kyndryl Holdings, LLC
One New Orchard Road
Armonk, NY 10504
Re:Kyndryl Holdings, LLC
Amendment No. 2 to Draft Registration Statement on Form 10
Submitted August 31, 2021
CIK No. 0001867072
Dear Mr. Schroeter:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
August 20, 2021 letter.
Amendment No. 2 to Draft Registration Statement on Form 10
Unaudited Pro Forma Condensed Combined Financial Statements, page 35
1.In order for us to further evaluate your response to prior comment 2 related to adjustment
(s), please quantify the amounts included in adjustment (s) that do not relate to the
transition services agreement and tell us whether management believes such amounts are
material.

2.We note your disclosure that receivables with extended payment terms were historically
assigned to IBM's Global Financing business and as such, were not reflected on your
historical balance sheet.  Please clarify whether you will retain these receivables in the

 FirstName LastNameMartin Schroeter
 Comapany NameKyndryl Holdings, LLC
 September 17, 2021 Page 2
 FirstName LastName
Martin Schroeter
Kyndryl Holdings, LLC
September 17, 2021
Page 2
spin-off and if so, tell us how you contemplated the need for a pro forma adjustment to
reflect such receivables.  Alternatively, please revise the notes to the unaudited pro forma
condensed combined financial statements to disclose the average balance of such
receivables and any related interest income earned and clarify that such receivables have
not been reflected in the pro forma financial statements. Refer to Article 11-02(a)(11) of
Regulation S-X.
3.Please revise pro forma adjustment (e) to disclose the estimated useful life for the
upgraded hardware and the total related depreciation expense that will be recognized in
the future once IBM provides such hardware.
4.Please tell us whether the $132 million of retention bonuses referenced in note (g) are
included in the pro forma income statement adjustments and if so, revise to include a cross
reference to the related adjustment.  In this regard, tell us whether note (n) includes such
costs.  Also, revise note (n) to include a breakdown of the various costs that comprise the
total $678 million and $6 million adjustment for the year ended December 31, 2020 and
the six months ended June 30, 2021, respectively.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Other Information, page 81
5.Please refer to prior comment 4.  Disclosure indicates that you use the estimated value of
signings, in part, to monitor the performance of the business, including the business'
ability to attract new customers and increase the scope to your existing customer base.  As
such, please revise to provide a quantified discussion of such breakdown as previously
requested.
            You may contact Rebekah Lindsey, Senior Staff Accountant, at (202) 551-3303 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters. Please contact Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       John C. Kennedy

United States securities and exchange commission logo
August 20, 2021
Martin Schroeter
Chief Executive Officer
Kyndryl Holdings, LLC
One New Orchard Road
Armonk, NY 10504
Re:Kyndryl Holdings, LLC
Amendment No. 1 to Draft Registration Statement on Form 10
Submitted August 6, 2021
CIK No. 0001867072
Dear Mr. Schroeter:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.   Unless we note otherwise, our references to prior comments are to comments in our
July 20, 2021 letter.
Amendment No. 1 to Draft Registration Statement
Unaudited Pro Forma Condensed Combined Financial Statements, page 35
1.Please tell us how you considered the need for any adjustments related to your intellectual
property agreement as discussed on page 92.  Alternatively, if this agreement is already
reflected in your adjustments, please tell us where.
Autonomous Entity Adjustments, page 40
2.We note that as an independent separate public company, you expect to incur certain
expenses that were previously allocated to you by your parent.  It appears that only certain
of these expenses are covered by your Transition Services Agreement.  Please tell us how

 FirstName LastNameMartin Schroeter
 Comapany NameKyndryl Holdings, LLC
 August 20, 2021 Page 2
 FirstName LastName
Martin Schroeter
Kyndryl Holdings, LLC
August 20, 2021
Page 2
the remaining adjustments to expenses not covered by this agreement were determined.
Also, tell us how you concluded these were Autonomous Entity Adjustments and not
Management's Adjustments.  In this regard, tell us why you did not consider reductions of
allocated expenses by your parent to be a synergy of the transaction.  Refer to Item 11-
02(a)(6) of Regulation S-X.
Other Adjustments, page 41
3.Please tell us why you present the adjustment to remove revenue for a client that was
historically managed by you in a separate Other Adjustments column and not as a
Transaction Adjustment.  In this regard, it appears the joint venture that generated such
revenue is dissolving on the effective date of the spin-off and that going forward you
anticipate entering into a separate and independent agreement with such client.  Refer to
Article 11-02(a)(6) of Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Other Information, page 67
4.We note your revised disclosures in response to prior comment 3.  Please further revise to
discuss the reason for the decline in signings between 2018 and 2019 and explain how this
measure is useful to investors.  Also, tell us whether you monitor signings by new versus
existing customers and if so, please provide a quantified discussion of such breakdown.
            You may contact Rebekah Lindsey, Senior Staff Accountant, at (202) 551-3303 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters. Please contact Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       John C. Kennedy

United States securities and exchange commission logo
July 20, 2021
Martin Schroeter
Chief Executive Officer
Kyndryl Holdings, LLC
One New Orchard Road
Armonk, NY 10504
Re:Kyndryl Holdings, LLC
Draft Registration Statement on Form 10
Submitted June 22, 2021
CIK No. 0001867072
Dear Mr. Schroeter:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form 10
What are the U.S. federal income tax consequences to me of the Distribution?, page 9
1.We note that a condition to the spin-off includes receipt of a tax opinion indicating that
the spin-off will qualify as a tax free reorganization and distribution. Disclose whether this
condition can be waived and, if so, how you will notify shareholders of the waiver of this
condition.

 FirstName LastNameMartin Schroeter
 Comapany NameKyndryl Holdings, LLC
 July 20, 2021 Page 2
 FirstName LastName
Martin Schroeter
Kyndryl Holdings, LLC
July 20, 2021
Page 2
Following the Spin-Off, certain of our employees may have actual or potential conflicts of
interest, page 23
2.Identify the members of your board and management who will continue to hold positions
at International Business Machines.  Discuss whether your management or the board has
implemented any structural protections intended to minimize or protect against conflicts
of interest that may arise between the company and IBM. For example, disclose whether
directors who owe fiduciary duties to both the company and IBM will participate in
decisions about arrangements between the two companies, and address their obligations to
present certain opportunities to each company.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Business Overview, page 52
3.You disclose that your ability to maintain or increase revenue and profit is impacted by
your ability to attract new customers, retain existing customers and sell additional gross
margin services to your customers.  Please tell us whether management uses any metrics
to monitor your success in these areas and if so, revise to include a quantified discussion
of such metrics. Refer to SEC Release No. 33-10751.
4.You disclose that you have over 4,000 customers.  Please revise to disclose the actual
number of customers for each reported period.
Results of Operations, page 56
5.We note that your gross profit margin in the Europe/Middle East/Africa ("EMEA")
geographic region is substantially lower than in the rest of the geographic regions
presented and it has decreased since 2018 and 2019.  Please revise to discuss the
underlying reasons for the decrease and provide a discussion of any known material trends
regarding the Gross Profit Margin in EMEA as compared to the other geographic regions.
Security Ownership of Certain Beneficial Owners and Management, page 79
6.Please disclose the natural persons who hold voting and/or investment power over
the shares beneficially owned by The Vanguard Group, BlackRock Inc, and State Street
Financial Corporation.
Certain Relationships and Related Party Transactions, page 81
7.Please revise to provide a discussion of the material terms of the Transition Services
Agreement between International Business Machines and the Kyndryl Holdings LLC.

 FirstName LastNameMartin Schroeter
 Comapany NameKyndryl Holdings, LLC
 July 20, 2021 Page 3
 FirstName LastName
Martin Schroeter
Kyndryl Holdings, LLC
July 20, 2021
Page 3
Exhibit 99
Combined Financial Statements
Note A. Significant Accounting Policies
Revenue, page F-11
8.We note your disclosure that payments for invoices are typically due within 30 days.
Given that the terms of your contracts can range from one to ten years, please also revise
to disclose your typical billing interval.  If this varies by type of arrangement or service,
please disclose the billing interval separately for each.  Refer to ASC 606-10-50-9.
            You may contact Rebekah Lindsey, Senior Staff Accountant, at (202) 551-3303 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters.  Please contact Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       John C. Kennedy