SEC Comment Letter 0000000000-25-003288 to WK Kellogg Co (KLG) (CIK 0001959348)
WK Kellogg Co (KLG) (CIK 0001959348)
Date: March 27, 2025 · CIK: 0001959348 · Accession: 0000000000-25-003288
AI Filing Summary & Sentiment
File numbers found in text: 001-41755
Letter
March 27, 2025 David McKinstray Chief Financial Officer WK Kellogg Co One Kellogg Square Battle Creek, Michigan 49016 Re:WK Kellogg Co Form 10-K for the Fiscal Year Ended December 28, 2024 Filed February 25, 2025 File No. 001-41755 Dear David McKinstray: 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 December 28, 2024 Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures, page 39 We note your non-GAAP adjustment for business portfolio realignment and restructuring costs. Based on disclosures on page 68, we note this adjustment includes accelerated depreciation expense of approximately $21 million in the current fiscal year and that additional material accelerated depreciation expenses are anticipated. Tell us the nature and estimated remaining useful lives of the assets for which you recorded accelerated depreciation expense and the extent to which these assets have been and will continue to be used in your operations. Please be advised that excluding accelerated depreciation expense related to assets that are in use and will continue to be used, even if over reduced useful lives, may not be appropriate or comply with Question 100.04 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures since the assets continue to contribute to revenue generation through the end of their reduced useful lives. Please revise future filings to remove 1.
March 27, 2025 Page 2 amounts related to accelerated depreciation expense from your non-GAAP adjustments or explain why you believe this adjustment is appropriate. This comment is also applicable to your exclusion of accelerated depreciation expense in non-GAAP financial measures presented in your Earnings Releases filed under Form 8-K.
Consolidated Financial Statements Note 15 - Segment Reporting, page 82 2.Please more fully explain to us how you believe you have complied with the requirements to disclose significant expenses and other segment items required by ASC 280-10-50-26A and 26B or explain how you intend to revise your disclosures in future filings to comply with this guidance. If you have no significant expense categories, please tell us where and how you explain the nature of the expense information the CODM uses to manage operations as required by ASC 280-10-50- 26C or explain how you intend to revise your disclosures in future filings to comply with this guidance. 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 Anne McConnell at 202-551-3709 or Jennifer Thompson at 202-551- 3737 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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March 27, 2025
David McKinstray
Chief Financial Officer
WK Kellogg Co
One Kellogg Square
Battle Creek, Michigan 49016
Re:WK Kellogg Co
Form 10-K for the Fiscal Year Ended December 28, 2024
Filed February 25, 2025
File No. 001-41755
Dear David McKinstray:
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 December 28, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 39
We note your non-GAAP adjustment for business portfolio realignment and
restructuring costs. Based on disclosures on page 68, we note this adjustment includes
accelerated depreciation expense of approximately $21 million in the current fiscal
year and that additional material accelerated depreciation expenses are anticipated.
Tell us the nature and estimated remaining useful lives of the assets for which you
recorded accelerated depreciation expense and the extent to which these assets have
been and will continue to be used in your operations. Please be advised that excluding
accelerated depreciation expense related to assets that are in use and will continue to
be used, even if over reduced useful lives, may not be appropriate or comply with
Question 100.04 of the Compliance and Disclosure Interpretations for Non-GAAP
Financial Measures since the assets continue to contribute to revenue generation
through the end of their reduced useful lives. Please revise future filings to remove 1.
March 27, 2025
Page 2
amounts related to accelerated depreciation expense from your non-GAAP
adjustments or explain why you believe this adjustment is appropriate. This comment
is also applicable to your exclusion of accelerated depreciation expense in non-GAAP
financial measures presented in your Earnings Releases filed under Form 8-K.
Consolidated Financial Statements
Note 15 - Segment Reporting, page 82
2.Please more fully explain to us how you believe you have complied with the
requirements to disclose significant expenses and other segment items required by
ASC 280-10-50-26A and 26B or explain how you intend to revise your disclosures in
future filings to comply with this guidance. If you have no significant expense
categories, please tell us where and how you explain the nature of the expense
information the CODM uses to manage operations as required by ASC 280-10-50-
26C or explain how you intend to revise your disclosures in future filings to comply
with this guidance.
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 Anne McConnell at 202-551-3709 or Jennifer Thompson at 202-551-
3737 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing