SEC Comment Letter 0000000000-25-004568 to WK Kellogg Co (KLG) (CIK 0001959348)
WK Kellogg Co (KLG) (CIK 0001959348)
Date: April 30, 2025 · CIK: 0001959348 · Accession: 0000000000-25-004568
AI Filing Summary & Sentiment
File numbers found in text: 001-41755
Letter
April 30, 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 Response dated April 9, 2025 File No. 001-41755 Dear David McKinstray: We have reviewed your April 9, 2025 response to our comment letter and have the following comment. Please respond to this letter 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. Unless we note otherwise, any references to prior comments are to comments in our March 27, 2025 letter. 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 1.We note from your response to prior comment 1 that your non-GAAP adjustment for accelerated depreciation expense relates to depreciation recorded during the period for certain supply chain assets that will cease to be used in your manufacturing production by the end of 2026. As indicated in our prior comment, the exclusion of accelerated depreciation expense related to assets that are still in use does not appear to be consistent with Question 100.04 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures. Please revise your non-GAAP measures accordingly or further explain your basis for excluding the incremental accelerated depreciation from Adjusted net income and Adjusted diluted EPS.
April 30, 2025 Page 2 Please direct any questions to Anne McConnell at 202-551-3709 or Jennifer Thompson at 202-551-3737. Sincerely, Division of Corporation Finance Office of Manufacturing
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April 30, 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
Response dated April 9, 2025
File No. 001-41755
Dear David McKinstray:
We have reviewed your April 9, 2025 response to our comment letter and have the
following comment.
Please respond to this letter 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.
Unless we note otherwise, any references to prior comments are to comments in our March
27, 2025 letter.
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
1.We note from your response to prior comment 1 that your non-GAAP adjustment for
accelerated depreciation expense relates to depreciation recorded during the period for
certain supply chain assets that will cease to be used in your manufacturing
production by the end of 2026. As indicated in our prior comment, the exclusion of
accelerated depreciation expense related to assets that are still in use does not appear
to be consistent with Question 100.04 of the Compliance and Disclosure
Interpretations for Non-GAAP Financial Measures. Please revise your non-GAAP
measures accordingly or further explain your basis for excluding the incremental
accelerated depreciation from Adjusted net income and Adjusted diluted EPS.
April 30, 2025
Page 2
Please direct any questions to Anne McConnell at 202-551-3709 or Jennifer
Thompson at 202-551-3737.
Sincerely,
Division of Corporation Finance
Office of Manufacturing