Year-over-year tone shift - average net-tone change across Risk Factors and MD&A vs the prior 10-K. This filing is -0.23pp more bearish than last year's.
Why YoY instead of absolute: the LM lexicon has ~6.6× more negative words than positive (legal/risk-disclosure language is heavy on hedging), so every 10-K reads bearish on raw tone. Year-over-year change strips that bias and surfaces the actual shift in management's framing.
Tone shift by section
The two components the gauge averages: how Risk Factors and MD&A each shifted in net tone versus last year's 10-K. The headline above is their average, so a green needle over a soft section just means the other section carried it.
Risk Factors
-0.14pp
Flat
Net-tone change vs last year's 10-K.
MD&A
-0.32pp
Lean -
Net-tone change vs last year's 10-K.
Per-snippet highlights
Sentence-level sentiment highlighting with category and subcategory filters is coming once the snippet-scoring pipeline lands. For now, dig into the actual section text on the Sections tab.
Language change vs prior 10-K
Risk Factors (Item 1A) - words with the biggest YoY frequency increase
Negative rising
weakness+16
restatements+6
litigation+4
harm+4
negatively+3
Positive rising
able+3
effective+2
Risk Factors (Item 1A)
20,834 words
ITEM 1A. RISK FACTORS
In addition to the factors discussed elsewhere in the Original Form 10-K, as amended by this Form 10-K/A, the following risks and uncertainties could materially or adversely affect our business, financial condition and results of operations. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially or adversely affect our business, financial condition and results of operations.
Except for the risk factors below titled, “ The restatements of our previously issued financial statements have subjected us to additional costs, risks and uncertainty and may also harm our reputation and negatively impact our relationships with investors, suppliers, customers and other parties ,” “ We have identified a material weakness in our internal control over financial reporting and, if we fail to remediate this material weakness in a timely manner or at all, we may not be to comply with our financial reporting obligations, which could us to additional legal and business risks and uncertainties” and “If we to design and maintain internal controls in the future, we may not be to report our financial results accurately or timely or to prevent or detect ,” this Item 1A. Risk Factors has not been updated to reflect developments occurring subsequent to the Original Form 10-K, filed with the SEC on February 25, 2025.
Language change vs prior 10-K
MD&A (Item 7) - words with the biggest YoY frequency increase
Negative rising
restatement+7
restated+7
critical+6
weakness+6
misstatement+3
Positive rising
effective+6
MD&A (Item 7)
8,991 words
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand WK Kellogg Co, our operations and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with our Consolidated Financial Statements and the accompanying notes thereto contained in Part II, Item 8, Financial Statements and Supplementary Data, of this Annual Report. Our MD&A references consumption and net sales in discussing our sales trends for certain categories and brands. We record net sales upon delivery of shipments to our customers. Consumption refers to consumer purchases of our products from our customers.
Restatement of Previously Issued Financial Statements
As discussed in the “Explanatory Note” above, the Company has restated its consolidated financial statements as of and for the fiscal year ended December 28, 2024 and revised its consolidated financial statements as of and for the fiscal year ended December 30, 2023. As a result, the previously reported financial information as of and for the fiscal year ended December 28, 2024 and December 30, 2023 in this Management’s Discussion and Analysis of Financial Condition and Results of Operations has been amended and restated to reflect the restatement. See the section entitled “Restatement of Previously Issued Consolidated Financial Statements” in Note 1 “Description of the Company and Basis of Presentation” and Note 17 “Unaudited Quarterly Financial Data” to the Consolidated Financial Statements contained in Part II, Item 8. Financial Statements and Supplementary Data of this Form 10-K/A for further detail regarding the restatement, including descriptions of the adjustments and the impacts on our consolidated financial statements
Other than the effect of the restatement and revisions noted above, this section has not been otherwise modified and does not reflect any information or events occurring after February 25, 2025, the filing date of the Original Form 10-K, or modify or update those disclosures affected by events that occurred at a later date or facts that subsequently became known to the Company, except to the extent they are otherwise required to be included and discussed herein.
Business Overview
WK Kellogg Co is an iconic North American cereal company with a differentiated portfolio of brands that have delighted our consumers for over a century. As a leading manufacturer, marketer and distributor of branded ready-to-eat cereal, we endeavor to provide consumers with high-quality products while promoting consumer health and well-being. Our products are manufactured in the United States, Mexico, and Canada and marketed in the United States, Canada, and the Caribbean.
We believe our business' long-standing success is attributable to the strength of our brands, our category expertise, and over a century of institutional knowledge, all of which has created a diverse portfolio of cereals that are intended to enhance the lives of our consumers. Our product offerings are well diversified across the cereal sub-categories of taste, wellness and balance, with strong consumer appeal across the spectrum of ages and demographics. Iconic brands used in our business include Frosted Flakes , Special K , Froot Loops , Raisin Bran , Frosted Mini-Wheats , Rice Krispies , Kashi , Corn Flakes and Apple Jacks , among many others.
Our products are manufactured through our production platform consisting of six primary facilities and are sold through a variety of channels such as grocery stores, mass merchandisers, club stores, and drugstores.
Separation from Kellanova
On October 2, 2023 (the “Distribution Date”), Kellanova (formerly known as Kellogg Company) completed the Spin-Off (the "Spin-Off") of its North American cereal business through the distribution of all of the shares of WK Kellogg Co’s common stock to Kellanova’s share owners at a ratio of one share of WK Kellogg Co’s common stock for every four shares of Kellanova’s common stock (the “Distribution”). Prior to the Spin-Off, WK Kellogg Co underwent an internal reorganization that resulted in it becoming the holder, directly or through its subsidiaries, of the North American cereal business held by Kellanova. Prior to the Distribution Date, WK Kellogg Co was a wholly owned subsidiary of Kellanova.
In connection with the Spin-Off, WK Kellogg Co entered into several agreements with Kellanova that govern the relationship of the parties following the Spin-Off and allocate between WK Kellogg Co and Kellanova various assets, liabilities, and obligations, including, among other things, employee benefits, intellectual property, and tax related assets and liabilities. The agreements included a Separation and Distribution Agreement, Employee Matters Agreement, Supply Agreement, Master Ownership and License Agreements regarding Patents, Trademarks and Certain Related Intellectual Property, Tax Matters Agreement and Transition Services Agreement.
Basis of Presentation
For periods prior to the Spin-Off, the accompanying Consolidated Financial Statements were derived from the consolidated financial statements and accounting records of Kellanova. For all periods subsequent to the Spin-Off, the Consolidated Financial Statements are based on actual results as a standalone company. Further information surrounding the Spin-Off and basis of presentation utilized for periods prior to the Spin-Off is included within Note 1 of the Consolidated Financial Statements.
Our MD&A references consumption and net sales in discussing our sales trends for certain brands. We record net sales upon delivery of shipments to our customers. Consumption refers to consumer purchases of our products from our customers.
Key Factors Affecting Our Business
We believe key industry and economic factors that are currently impacting our business, and which in the near term are expected to continue to impact, include the following:
Trade relations . The global trade environment is uncertain and rapidly evolving. On February 1, 2025, the current U.S. presidential administration issued executive orders directing the U.S. to impose new or increased tariffs on imports from Canada, Mexico and China and empowering the U.S. President to raise the tariffs further should any country choose to retaliate. On February 3, 2025, the prospective tariffs on Canada and Mexico were deferred for 30 days; however, the implementation of these tariffs following the current short-term reprieve remains a possibility, and there is no guarantee that they will not be implemented before such date. Given our manufacturing presence in Canada and Mexico, we are closely monitoring these actions. The degree to which any new tariffs would affect our business and results of operations will depend on their timing, duration and magnitude, Any retaliatory tariffs or restrictive actions imposed by other governments in response to these tariffs could exacerbate this impact.
Macroeconomic conditions. In recent years, geopolitical instability, including wars and conflicts, as well as impacts from other global events, resulted in certain negative impacts to the global economy, including market disruptions, monetary and fiscal policy uncertainty, supply chain challenges, high interest rates and inflationary pressures. Throughout that period, we were able to mostly offset the dollar impact of this input-cost inflation through the execution of productivity initiatives and the implementation of revenue growth management actions to realize price. Additionally, from time to time, we utilize a combination of fixed price contracts with suppliers and commodity derivative instruments to manage the impact of volatility in the price of raw materials. During the fiscal year ended December 28, 2024, we experienced increased supply chain stability and some level of commodity cost moderation, although other input costs continued to be inflated.
The war in Ukraine and the related sanctions, along with the conflict in the Middle East, have increased global economic and geopolitical uncertainty. The Company is a North American-focused company with no direct exposure to Russia, Ukraine or the Middle East. However, sanctions imposed by the United States on Russian oil and gas imports, as well as disruption to Ukraine’s wheat and other agricultural supply due to the ongoing military conflict, could cause further inflation of our commodity costs. More recently, actual and potential shifts in U.S. and foreign trade, economic and other policies, including the imposition (or threatened imposition) of tariffs, as discussed above, may lead to additional macroeconomic uncertainty.
Highly competitive environment. Our business is concentrated primarily in a single product category that faces intense competition. The principal aspects of our business where we experience competition include brand recognition, taste, nutritional value, price, promotion, innovation, shelf space and customer service. We have competition from both branded and private label product offerings. Our ability to successfully compete in the marketplace is dependent on our strategic execution on the items above.
Challenging retail environment. Our business is largely concentrated in the traditional retail grocery trade with a significant percentage of our sales coming from a small group of large U.S. retail customers. The U.S. retail environment continues to face further consolidation. We must leverage our marketing expertise, product innovation and category leadership position to respond to our customers and provide high service levels.
These factors contribute to a market environment of intense competition, constant product innovation and continuing cost pressure that creates a challenging commercial and economic environment. We continually evaluate these factors as we develop and execute our strategies.
Non-GAAP Financial Measures
The non-GAAP financial measures in this Form 10-K/A are supplemental measures of our performance. These measures that we provide to management and investors exclude certain items that we do not consider part of on-going operations. Our management team utilizes a combination of GAAP and non-GAAP financial measures to evaluate business results, to make decisions regarding the future direction of our business, and for resource allocation decisions, including incentive compensation. As a result, we believe the presentation of both GAAP and non-GAAP financial measures provides investors with increased transparency into financial measures used by our management team and improves investors’ understanding of our underlying operating performance and analysis of ongoing operating trends. All historical non-GAAP financial measures have been reconciled from the most directly comparable U.S. Generally Accepted Accounting Principles (GAAP) financial measures.
As non-GAAP financial measures are not standardized, they may not be comparable to financial measures used by other companies or to non-GAAP financial measures having the same or similar names. In order to compensate for such limitations of non-GAAP measures, readers should review the reconciliations and should not consider these measures in isolation from, or as alternatives to, the comparable financial measures determined in accordance with GAAP.
• Adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") : We adjust the GAAP net income (loss) for: interest expense, income tax expense (benefit), depreciation and amortization expense, mark-to-market impacts from commodity and foreign currency contracts, other income (expense), net, separation costs related to the Spin-Off and business, portfolio realignment and restructuring costs. Management believes that this provides a measure of operating profitability that assists in understanding baseline and historical information.
• Adjusted gross profit and adjusted gross margin : We adjust GAAP gross profit and gross margin to exclude the effect of business, portfolio realignment and restructuring costs, separation costs related to the Spin-Off and mark-to-market impacts from commodity and foreign currency contracts. By providing these non-GAAP profitability measures, management believes that investors are provided with a meaningful, consistent comparison of the Company's profitability measures for the periods presented. Management uses these non-GAAP financial measures to evaluate the effectiveness of initiatives intended to improveprofitability, as well as to evaluate the impacts of inflationary pressures and decisions to invest in new initiatives.
Significant items impacting comparability
Mark-to-market on foreign exchange, commodity hedges and pension
The Company recognizes mark-to-market adjustments for pension and postretirement benefit plans, commodity contracts, and certain foreign currency contracts as incurred. Actuarial gains/losses for pension plans are recognized in the year they occur. Changes between contract and market prices for commodity contracts and certain foreign currency contracts result in gains/losses that are recognized in the quarter they occur. The Company recorded a pre-tax mark-to-market gain on commodity and foreign currency contracts of $1 million in 2024, loss of $3 million in 2023 and loss of $9 million in 2022. The Company recorded a mark-to-market loss related to pension plans of $11 million in 2024, a gain of $33 million in 2023 and a loss of $182 million in 2022.
Separation costs
The Company incurred pre-tax charges related to the Spin-Off, primarily related to transition and Spin- Off related employee costs under the Transition Services Agreement of $29 million in 2024. The Company recorded separation costs, primarily related to legal and consulting costs, of $102 million in 2023 and $26 million in 2022. Prior to the Spin-Off, the Company received an allocation of separation costs from Kellanova of $89 million and $26 million during 2023 and 2022, respectively, which are included in the aforementioned amounts.
Business portfolio realignment and restructuring costs
The Company incurred restructuring and non-restructuring costs related to a reconfiguration of our supply chain network, designed to drive increased productivity, resulting in pre-tax charges related to reorganizations of $63 million in 2024, which includes $3 million of curtailment expense included in other income (expense), net ("OIE"). The Company incurred pre-tax costs in connection with its business and portfolio realignment of $4 million in 2023 and $6 million in 2022.
Other income (expense), net
The Company excludes the impact of all non-operating items from their Adjusted EBITDA calculation, which primarily consists of income or expense related to pension and postretirement benefits and financing fees. As a result, other income of $5 million, income of $63 million and expense of $101 million was excluded for 2024, 2023 and 2022, respectively.
Net income
The following tables provide an analysis of net income performance for the years-ended December 28, 2024, December 30, 2023 and December 31, 2022:
(millions)
(As Restated)
Reported net income (loss)
Interest expense
Income tax expense (benefit)
Depreciation and amortization expense
EBITDA
(Gain) Loss on mark-to-market on foreign exchange and commodity hedges
Other (income) expense (b)
Separation costs
Business portfolio realignment and restructuring costs (a)
Adjusted EBITDA
Note: Tables may not foot due to rounding.
(a) Business, portfolio realignment and restructuring costs include approximately $53 million of restructuring costs for the year-ended, December 28, 2024, respectively. See Note 5 for further information on restructuring costs.
(b) Other (income) expense includes a $3 million pension curtailmentloss driven by restructuring activities during the year-ended, December 28, 2024
*Represents the estimated income tax effect on the reconciling items, using weighted-average statutory tax rates, depending upon the applicable jurisdiction.
Reported net income decreased approximately 28% for the year ended December 28, 2024 primarily driven by an increase in interest expense of $20 million, an unfavorable change in pension income of $39 million and increase of restructuring costs of $56 million related to our supply chain modernization initiatives, mitigated by a decrease in separation costs of $73 million. After excluding the impacts of interest expense, income tax expense and depreciation, our EBITDA decreased 9% compared to the prior year. Adjusted EBITDA, which excludes the impacts of mark-to-market, other (income) expense and restructuring and separation costs, increased 6%, primarily driven by increased operational effectiveness within our supply chain network.
Reported net income for the year ended December 30, 2023 increased approximately 548% from the prior year primarily driven by a favorable change in pension income of $167 million compared to the prior year. After excluding the impacts of income tax expense and depreciation, our EBITDA increased 433% compared to the prior year. Adjusted EBITDA, which excludes the impacts of mark-to-market, other (income) expense and restructuring and separation costs, increased 46%, primarily driven by the impact of productivity and revenue growth management initiatives.
Margin performance
Our gross profit and gross profit margin performance for the years-ended December 28, 2024 and December 30, 2023 is as follows:
GM change vs. prior
year (pts.)
(As Restated)
(dollars in millions)
Gross Profit (a)
Gross Margin (b)
Gross Profit (a)
Gross Margin (b)
Reported
(Gain) Loss on mark-to-market on foreign exchange and commodity hedges
Separation costs
Business portfolio realignment and restructuring costs
Adjusted
Note: Tables may not foot due to rounding.
(a) Gross profit is equal to net sales less cost of goods sold.
(b) Gross profit as a percentage of net sales.
Reported gross margin for the year increased 230 basis points due primarily to increased operational effectiveness within our supply chain network and a decrease of $13 million in separation costs when compared to the prior year. Adjusted gross margin increased 180 basis points after excluding mark-to-market impacts on commodity and exchange rate hedges, separation costs and restructuring charges.
Our gross profit and gross profit margin performance for the years-ended December 30, 2023 and December 31, 2022 is as follows:
GM change vs. prior
year (pts.)
(dollars in millions)
Gross Profit (a)
Gross Margin (b)
Gross Profit (a)
Gross Margin (b)
Reported
(Gain) Loss on mark-to-market on foreign exchange and commodity hedges
Separation costs
Business portfolio realignment and restructuring costs
Adjusted
Note: Tables may not foot due to rounding.
(a) Gross profit is equal to net sales less cost of goods sold.
(b) Gross profit as a percentage of net sales.
Reported gross margin for the year ended December 30, 2023 increased 400 basis points versus the prior year due primarily to the impact of productivity and revenue growth management initiatives. Adjusted gross margin increased 420 basis points after excluding $6 million of unfavorable comparative mark-to-market impacts on commodity and exchange rate hedges, and an incremental $14 million of separation and restructuring charges.
Net sales
Our net sales performance for the years-ended December 28, 2024, December 30, 2023 and December 31, 2022 is as follows:
(millions)
Net sales
% change:
Net sales increase (decrease)
Volume (tonnage)
Pricing/mix
Net sales for the year-ended December 28, 2024 decreased approximately 2% from the prior year. Volume declined approximately 6% compared to the prior year, reflecting price elasticity. This decline was mitigated by revenue growth management initiatives designed to cover rising input-cost inflation, resulting in favorable price/mix of approximately 4%.
Net sales for the year-ended December 30, 2023 increased approximately 3% from the prior year. Volume declined approximately 10% compared to the prior year, reflecting price elasticity. This decline was mitigated by revenue growth management initiatives designed to cover rising input-cost inflation, resulting in favorable price/mix of approximately 12%.
Selling, general & administrative expense
(millions)
Selling, general & administrative expense
% change:
Selling, general & administrative expense increase (decrease)
Selling, general, and administrative expense for the year-ended December 28, 2024 decreased to $631 million in 2024 compared to $662 million in 2023. Expense for 2024 and 2023 was 23% and 24% of net sales, respectively. The decrease was due primarily to a $60 million reduction in separation costs, as the Spin-Off was completed in 2023. This was slightly mitigated by an increase in overall overhead costs as the Company continues to right-fit as a standalone organization.
Selling, general, and administrative expense for the year-ended December 30, 2023 increased to $662 million in 2023 compared to $556 million in 2022. Expense for 2023 and 2022 was 24% and 21% of net sales, respectively. The increase was due primarily to $59 million of incremental separation costs incurred during 2023 and $32 million of incremental advertising and promotion expense due to the reduced levels of commercial activities in the first half of 2022, following a fire at one of our manufacturing facilities and labor strike in late 2021.
Prior to the Spin-Off, selling, general, and administrative expense included expense allocations for product distribution; a combined sales force and management; certain support functions that were provided on a centralized basis within Kellanova, including, but not limited to executive oversight, treasury, finance, internal audit, legal, information technology, human resources, communications, facilities, and compliance; and employee benefits and compensation, including stock based compensation.
Restructuring programs
On July 31, 2024, the Board of Directors of the Company approved a reorganization plan in connection with the Company's strategic priority to modernize its supply chain. Under this reorganization plan, herein referred to as the restructuring plan, the Company will consolidate its manufacturing network by closing its Omaha, Nebraska plant, with a phased reduction in production beginning in late 2025 and full closure targeted by the end of 2026, and scaling back production (which includes a reduction in the number of manufacturing platforms) at its Memphis, Tennessee facility, commencing in late 2025. The restructuring plan was communicated to impacted employees on August 6, 2024 and remains subject to the satisfaction of certain collective bargaining obligations. The actions under the restructuring plan are expected to be substantially completed by the end of fiscal year 2026.
These actions are expected to result in cumulative restructuring pretax charges between $230 million and $270 million, including between $30 million and $40 million in cash costs for severance and other termination benefits and between $30 million and $40 million in other cash restructuring costs related to equipment dismantlement and other transition costs. The Company estimates between $170 million and $190 million in non-cash charges related primarily to accelerated depreciation and asset write-offs. These charges are expected to be incurred through 2027. The amounts expected to be incurred as a result of these actions, including the timing thereof, are estimates only and subject to a number of assumptions. Actual results may differ materially from the Company's current expectations. The Company may also incur additional charges or other cash expenditures not currently contemplated due to unanticipated events that may occur as a result of, or associated with, these actions.
For the year-ended December 28, 2024, the Company recorded total restructuring charges of $56 million . These charges are comprised of $53 million recorded to restructuring expense and $3 million to OIE. These charges consisted of asset related costs which include accelerated depreciation and asset write-off and impairment charges, employee severance and other termination benefits, pension curtailmentloss, and legal and consulting fees.
Interest expense
Interest expense was $30 million, $10 million and $0 million for the years-ended December 28, 2024, December 30, 2023 and December 31, 2022, respectively. The increase in interest expense is a result of borrowings under the Credit Facility made in the third quarter of 2023 that were specifically attributable to the Company. Prior to the Spin-Off, debt obligations and related financing costs of Kellanova had not been allocated to the Company in the Consolidated Financial Statements, because the Company was not a party to the obligations between Kellanova and the debt holders.
Other income (expense)
Other income (expense) consists primarily of pension and postretirement benefit plan related mark-to-market, expected return on plan assets, and interest costs.
For the year-ended December 28, 2024, other income (expense) decreased to income of $6 million compared to income of $63 million in 2023. The decrease was due primarily to pension and postretirement plan losses resulting from a lower-than-expected return on plan assets in the current year. Pension and postretirement benefit plan-related mark-to-market losses were $11 million for the year ended December 28, 2024 compared to income of $33 million in 2023. Total pension and postretirement benefit plan income (expense), including mark-to-market, was income of $33 million and $72 million for the years-ended December 28, 2024 and December 30, 2023, respectively. Additionally, the Company incurred an additional $12 million in financial fees during 2024 when compared to 2023, primarily driven by a full year of executing the monetization program and a full year of incurring various financial fees operating as a standalone company.
For the year-ended December 30, 2023, other income (expense) increased to income of $63 million compared to expense of $101 million in 2022. The increase was due primarily to postretirement plan remeasurement gains resulting from a higher-than-expected return on plan assets in 2023. Pension and postretirement benefit plan-related mark-to-market income was $33 million for the year ended December 30, 2023 compared to expense of $182 million in 2022. Total pension and postretirement benefit plan income (expense), including mark-to-market, was income of $72 million and expense of $94 million for the years-ended December 30, 2023 and December 31, 2022, respectively.
Income Tax Expense
WK Kellogg Co’s consolidated effective tax rate for the years-ended December 28, 2024, December 30, 2023 and December 31, 2022 was 16.4%, 24.3% and 5.7%, respectively. The effective tax rate for 2024 was impacted by non-recurring benefits in state and local income taxes associated with the revaluation of our deferred tax liabilities. The effective tax rate for 2023 increased as compared to the prior year as a result of a change in the jurisdictional mix of pre-tax earnings, most notably an increase in U.S. pre-tax earnings.
Fluctuations in foreign currency exchange rates could also impact the expected effective income tax rate in the future as it is dependent upon U.S. dollar earnings of foreign subsidiaries doing business in various countries with differing statutory rates. Additionally, the rate could be further impacted in the future by changes in tax legislation and changes in the profitability of our business in certain jurisdictions, which could require adjustments to deferred tax assets.
Foreign currency translation
The reporting currency for our financial statements is the U.S. dollar. Certain of our assets, liabilities, expenses and revenues are denominated in currencies other than the U.S. dollar, including the Canadian dollar and the Mexican peso. To prepare our consolidated financial statements, we must translate those assets, liabilities, expenses and revenues into U.S. dollars at the applicable exchange rates. As a result, increases and decreases in the value of the U.S. dollar against these other currencies will affect the amount of these items in our consolidated financial statements, even if their value has not changed in their original currency. This could have significant impact on our results if such increase or decrease in the value of the U.S. dollar is substantial.
LIQUIDITY AND CAPITAL RESOURCES
In connection with the Spin-Off, the Company entered into a Credit Agreement, consisting of a $500 million term loan (the "Term Loan"), $250 million delayed draw term loan, and $350 million equivalent multicurrency revolving credit facility (collectively, the “Credit Facility”). As of December 28, 2024, outstanding borrowings under the Credit Facility were $536 million, comprised of the $488 million term loan and $48 million revolving credit facility, of which $73 million was recognized as the current portion, less upfront fees paid during debt issuance. As of December 28, 2024, there was an additional $552 million available for use under the Credit Facility.
WK Kellogg Co distributed $663 million of cash to Kellanova as a dividend payment in connection with the Spin-Off on September 29, 2023. During 2024, the Company distributed $55 million to shareholders in the form of stock dividends. Additionally, in February of 2025 the Board of Directors declared a dividend of $0.165 per common share, payable on March 14, 2025 to share owners of record at the close of business on February 28, 2025.
Our ability to fund our operating needs will depend on our future ability to continue to generate positive cash flow from operations, and on our ability to obtain debt financing on acceptable terms. Management believes that our cash balances and funds provided by operating activities, along with borrowing capacity under the Credit Facility and access to capital markets, taken as a whole, provide (i) adequate liquidity to meet all of our current and long-term obligations when due, including third-party debt that was incurred in connection with the Spin-Off, (ii) adequate liquidity to fund capital expenditures primarily utilized in manufacturing our products and (iii) flexibility to meet investment opportunities that may arise. However, our access to, and the availability of, financing on acceptable terms and conditions in the future will be impacted by many factors, including (1) our credit ratings, including the lowering of any of our credit ratings, or absence of a credit rating, (2) the liquidity of the overall capital markets and (3) the future state of the U.S. and global economy and, accordingly, there can be no assurances that we will be able to obtain additional debt or equity financing on acceptable terms in the future, or at all. The cash flows presented in our Consolidated Statement of Cash Flows prior to the Spin-Off may not be indicative of the cash flows we would have recognized had we operated as a standalone publicly traded company for the periods presented.
We believe our operating cash flow, together with borrowings currently available under our Credit Facility, will be adequate to meet our operating, investing and financing needs in the foreseeable future, and at a minimum for the next 12 months. We plan to utilize such flexibility to drive an investment philosophy that balances capital investments in areas such as supply chain optimization, cost-saving projects and new capabilities, with the ability to further increase share owner value through a combination of debt reduction, return of capital to our share owners in the form of dividends as well as potential acquisitions. In the near term we may increase our indebtedness to fund important capital projects. Thereafter, however, we anticipate being able to reduce indebtedness as a way to increase our financial flexibility for enhancing share owner value.
The following table sets forth a summary of our cash flows:
(dollars in millions)
(As Restated)
Net cash provided by (used in):
Operating activities
Investing activities
Financing activities
Effect of exchange rates on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Operating activities
Cash flow from operating activities for the year ended December 28, 2024, decreased to $107 million, compared to $422 million in the prior year. This decrease is primarily due to $154 million in cash flow changes to working capital (accounts receivable, inventories and accounts payable) as the Company had not yet reached a mature level of working capital post-spin in the prior year. Additionally there were spin-related items that were settled during 2024, including $39 million of transition payable reimbursements to Kellanova for various item paid on our behalf prior to Spin-Off and $45 million of payments related to the Transition Services Agreement. The Company also contributed an additional $24 million to their defined benefit pension plans in 2024.
Investing activities
Cash flow used in investing activities consists primarily of capital expenditures, which decreased from $150 million in the year ended December 30, 2023 to $129 million in the year ended December 28, 2024 due to timing of capital improvements .
Financing activities
Cash flow used in financing activities decreased to $16 million in the year-to-date period ended December 28, 2024, compared to $188 million in the prior year. This decrease was primarily driven by lower repayments on the Credit Facility of $151 million, slightly offset by an increase in dividends paid to share owners of $41 million as a result of a full year of operations as a stand-alone company and a net increase in notes payable borrowings of $47 million.
Monetization and Supplier Finance Programs
Following the Spin-Off, the Company entered into a factoring agreement with an unaffiliated financial institution specifically designed to factor trade receivables with certain customers that have extended terms. Under this factoring arrangement, from time to time, the Company sells these certain customers’ trade receivables at a discount on a non-recourse basis. A portion of the cash proceeds is subject to certain restrictions. Transfers under these agreements are accounted for as sales of receivables resulting in the receivables being de-recognized from the Consolidated Balance Sheet. The factoring program provides for the continuing sale of certain receivables on a revolving basis until terminated by either party; however, the maximum receivables that may be sold at any time is approximately $350 million. For all periods prior to the Spin-Off, the Company participated in Kellanova's monetization program and received an allocation of the recorded net loss on sale of receivables, based on the proportion of monetized receivables.
The Company has no retained interest in the receivables sold; however, the Company does have collection and administrative responsibilities for the sold receivables. The Company has not recorded any servicing assets or liabilities as of December 28, 2024 and December 30, 2023 for these agreements as the fair value of these servicing arrangements as well as the fees earned were not material to the financial statements. Accounts receivable sold of $307 million and $266 million remained outstanding under these arrangements as of December 28, 2024 and December 30, 2023, respectively. The proceeds from these sales of receivables are included in cash from operating activities in the Consolidated Statement of Cash Flows. The recorded net loss on sale of receivables was $18 million, $13 million and $7 million for the years-ended December 28, 2024, December 30, 2023 and December 31, 2022, respectively. The recorded loss is included in other income (expense).
The Company also has agreements with third parties to provide accounts payable tracking systems which facilitate participating suppliers’ ability to monitor and, if elected, sell payment obligations from the Company to designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to sell one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. The Company’s goal is to capture overall supplier savings, in the form of payment terms or vendor funding, and the agreements facilitate the suppliers’ ability to sell payment obligations, while providing them
with greater working capital flexibility. The Company has no economic interest in the sale of these suppliers’ receivables and no direct financial relationship with the financial institutions concerning these services. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to sell amounts under the arrangements. However, the Company’s right to offset balances due from suppliers against payment obligations is restricted by the agreements for those payment obligations that have been sold by suppliers.
The payment of these obligations by the Company is included in cash used in operating activities in the Consolidated Statement of Cash Flows. As of December 28, 2024, $132 million of the Company’s outstanding payment obligations had been placed in the accounts payable tracking system. As of December 30, 2023, $142 million of the Company’s outstanding payment obligations had been placed in the accounts payable tracking system.
CONTRACTUAL OBLIGATIONS
We have material contractual obligations that arise in the normal course of business. In addition to principal and interest payments on our outstanding long-term debt and notes payable balances, our contractual obligations primarily consist of lease payments, employee severance obligations, pension and postretirement benefits and unconditional purchase obligations.
Estimated severance payments as of December 28, 2024, which related to our supply chain modernization project, can be found in Note 5 "Restructuring" to the Consolidated Financial Statements contained in this Form 10-K/A.
A summary of our operating and finance lease obligations as of December 28, 2024 can be found in Note 7 “Leases and Other Commitments” to the Consolidated Financial Statements contained in this Form 10-K/A.
A summary of principal payments for long-term debt as of December 28, 2024 can be found in Note 8 “Debt” to the Consolidated Financial Statements contained in this Form 10-K/A.
Interest payments are estimated to be approximately $62 million in 2025, $44 million in 2026, $41 million in 2027 and $28 million in 2028.
A summary of our pension and postretirement benefit obligations as of December 28, 2024 can be found in Note 10 “Pension and Postretirement Benefits” and Note 11 "Postemployment Benefits” to the Consolidated Financial Statements contained in this Form 10-K/A.
Our unconditional purchase obligations consist primarily of fixed commitments for raw materials to be utilized in the normal course of business and for marketing, advertising and other services. As of December 28, 2024, unconditional purchase obligations totaled approximately $500 million. Approximately $432 million of these unconditional purchase obligations will be settled in the ordinary course of business in the next 12 months.
As of December 28, 2024, we did not have any material off-balance sheet arrangements.
CRITICAL ACCOUNTING ESTIMATES
Promotional expenditures
Our promotional activities are conducted either through the retail trade or directly with consumers and include activities such as in-store displays and events, feature price discounts, consumer coupons, contests and loyalty programs. The costs of these activities are generally recognized at the time the related revenue is recorded, which normally precedes the actual cash expenditure. The recognition of these costs therefore requires management judgment regarding the volume of promotional offers that will be redeemed by either the retail trade or consumer. These estimates are made using various techniques including historical data on performance of similar promotional programs. Differences between estimated expense and actual redemptions are normally immaterial and recognized as a change in management estimate in a subsequent period. However, the Company’s total promotional expenditures (including amounts classified as a revenue reduction) are significant, so it is likely our results would be materially different if different assumptions or conditions were to prevail.
Retirement benefits
Prior to the Spin-Off, some of our employees participated in certain retirements plans sponsored by Kellanova, which include participants of Kellanova’s other businesses. As a result, such plans were accounted for as multiemployer plans and no asset or liability was recorded by the Company to recognize the funded status of these plans. In connection with the Spin-Off, certain pension and nonpension postretirement plans (collectively, the "Plans") that were previously sponsored by Kellanova were divided such that the plans became dedicated to our employees and sponsored by the Company. As such, the Company was required to assume certain pension and postretirement assets and liabilities, along with associated deferred costs, in accumulated other comprehensive income (loss). Additionally, the Company also assumed certain postemployment liabilities related to its employees following a division of the postemployment plan that were previously sponsored by Kellanova to create standalone plans that were sponsored by the Company and dedicated to our employees.
Plan funding strategies are influenced by tax regulations and asset return performance. A majority of plan assets are invested in a diversified portfolio of debt and equity securities with smaller holdings of other investments. We recognize the cost of benefits provided during retirement over the employees’ active working life to determine the obligations and expense related to our retiree benefit plans. Inherent in this concept is the requirement to use various actuarial assumptions to predict and measure costs and obligations many years prior to the settlement date. Major actuarial assumptions that require significant management judgment and have a material impact on the measurement of our consolidated benefits expense and accumulated obligation include the long-term rates of return on plan assets, the health care cost trend rates, the mortality table and improvement scale, and the interest rates used to discount the obligations for our major plans, which primarily cover employees in the United States and Canada.
Our expense recognition policy for pension and nonpension postretirement benefits is to immediately recognize actuarial gains and losses in our results in the year in which they occur. Actuarial gains and losses are recognized annually as of our measurement date, which is our fiscal year-end, or when remeasurement is otherwise required under generally accepted accounting principles.
Changes in certain assumptions could significantly affect pension and nonpension postretirement benefits and obligations, particularly the estimated long-term rate of return on plan assets, health care trend rates, and discount rates used to calculate such obligations.
• Long-term rate of return on plan assets: The expected long-term rate of return is evaluated on an annual basis. We consider several factors when setting assumptions with respect to the long-term rate of return, including current and expected asset allocation and historical and expected returns on the plan asset categories. Actual asset allocations are regularly reviewed and periodically rebalanced to the targeted allocations when considered appropriate. Investment gains or losses represent the difference between the expected return estimated using the long-term rate of return and the actual return realized.
• Health care trend rates: Our initial health care cost trend rate is reviewed annually and adjusted as necessary to remain consistent with our expectations regarding short-term future trends. Our initial trend rate for 2025 of 6.50% reflects the recognition of increased short-term inflation and the health care provisions of the Inflation Reduction Act. The assumption trends downward by 0.25% per year, until the ultimate trend rate of 4.5% is reached. The ultimate trend rate is adjusted annually, as necessary, to approximate the current economic view on the rate of long-term inflation plus an appropriate health care cost premium. Any arising health care claims cost-related experience gain or loss is recognized in the year in which they occur.
• Discount rate: We utilize a full yield curve approach in the estimation of service and interest costs by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. The spot rates used in this process are derived from a yield curve created from yields on the 40th to 90th percentile of U.S. high quality bonds. This spot rate approach provides a more precise measurement of service and interest costs by improving the correlation between the projected cash flows to the corresponding spot rates along the yield curve.
Despite the previously-described policies for selecting major actuarial assumptions, we periodically experience material actuarial gains or losses due to differences between assumed and actual experience and due to changing economic conditions.
Income taxes
Prior to the Spin-Off, our operations have historically been included in the consolidated U.S. federal, certain foreign tax returns, and certain state and local tax returns filed by Kellanova. Prior to the Spin-Off, the income tax provision was computed using a separate return method as if the Company was a separate group of companies under common ownership. As a result, items such as cash tax payments, current and deferred tax balances, net operating losses, income taxes payable and liabilities for uncertain tax positions presented in these financial statements may not be reflective of the results that the Company expects to generate in the future.
Subsequent to the Spin-Off, these items are reported based on the tax filings of the Company’s legal entities. Indemnification assets and liabilities would be reported for amounts payable to or recoverable from Kellanova in accordance with the Tax Matters Agreement. Generally, Kellanova is responsible for all income taxes, certain non-income taxes attributable to our business, and liabilities for taxes that were incurred as a result of restructuring activities, prior to the Spin-Off. The Company is generally liable for all other taxes attributable to our business.
Subsequent to the Spin-Off, our consolidated effective income tax rate is influenced by tax planning opportunities available to us in the various jurisdictions in which we operate. The calculation of our income tax provision and deferred income tax assets and liabilities is complex and requires the use of estimates and judgment.
We recognize tax benefits associated with uncertain tax positions when, in our judgment, it is more likely than not that the positions will be sustained upon examination by a taxing authority. For tax positions that meet the more likely than not recognition threshold, we initially and subsequently measure the tax benefits as the largest amount that we judge to have a greater than 50% likelihood of being realized upon ultimate settlement.
Management monitors the Company’s ability to utilize certain future tax deductions, operating losses and tax credit carryforwards, prior to expiration as well as the reinvestment assertion regarding our undistributed foreign earnings. Changes resulting from management’s assessment will result in impacts to deferred tax assets and the corresponding impacts on the effective income tax rate. Valuation allowances are recorded to reduce deferred tax assets to an amount that will, more likely than not, be realized in the future.
Income tax effects are released from accumulated other comprehensive loss using the specific-identification method.
The Organization for Economic Co-operation and Development (OECD) has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar 2), with certain aspects of Pillar 2 effective January 1, 2024 and other aspects effective January 1, 2025. We do not expect Pillar 2 to have a material impact on our financial statements.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of WK Kellogg Co
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of WK Kellogg Co and its subsidiaries (the "Company") as of December 28, 2024 and December 30, 2023, and the related consolidated statements of income (loss), comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 28, 2024, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 28, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 28, 2024 and December 30, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 28, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 28, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because a material weakness in internal control over financial reporting existed as of that date related to the Company not designing and maintaining effective controls over an inventory variance related account.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness referred to above is described in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. We considered this material weakness in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.
Restatement of Previously Issued Financial Statements and Management’s Conclusion Regarding Internal Control over Financial Reporting
As discussed in Note 1 to the consolidated financial statements, the Company has restated its 2024 financial statements to correct misstatements.
Management and we previously concluded that the Company maintained effective internal control over financial reporting as of December 28, 2024. However, management has subsequently determined that a material weakness in internal control over financial reporting that existed as of that date related to the Company not designing and maintaining effective controls over an inventory variance related account. Accordingly, management’s report has been restated and our present opinion on internal control over financial reporting, as presented herein, is different from that expressed in our previous report.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in management's report referred to above. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition – Trade Promotions
As described in Note 2 to the consolidated financial statements, the Company offers various forms of trade promotions and the methodologies for determining these provisions are dependent on local customer pricing and promotional practices, which range from contractually fixed percentage price reductions to provisions based on actual occurrence or performance. Where applicable, future provisions are estimated by management based on a combination of historical patterns and future expectations regarding specific in-market product performance. The costs of these activities are generally recognized at the time the related revenue is recorded, which normally precedes the actual cash expenditure. Management classifies promotional expenditures, which include trade promotions, to its customers in net sales, which was approximately $2,708 million for the year ended December 28, 2024. The liability associated with these trade promotions makes up a significant portion of accrued advertising and promotion, which was $98 million as of December 28, 2024.
The principal considerations for our determination that performing procedures relating to revenue recognition – trade promotions is a critical audit matter are a high degree of auditor effort in performing procedures and evaluating audit evidence related to the trade promotions and accrued trade promotion transactions.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including the recognition of costs of promotional activities at the time the related revenue is recorded. These procedures also included, among others, testing a sample of trade promotions transactions by obtaining and inspecting source documents, such as sales contracts, invoices, invoice credits, and customer payments related to promotional programs, customer arrangements, and promotional practices.
/s/ PricewaterhouseCoopers LLP
Detroit, Michigan
February 25, 2025, except for the effects of the restatement and revision discussed in Note 1 to the consolidated financial statements and the matter described in the penultimate paragraph of Management’s Annual Report on Internal Control over Financial Reporting, as to which the date is August 7, 2025
We have served as the Company's auditor since 2022.
The material risks summarized in further detail below include those relating to:
Risks Related to Our Business
• a decline in demand for ready-to-eat cereals;
• supply chain disruptions, increases in costs and/or shortages of raw materials, labor, fuels and utilities as a result of geopolitical, economic, trade policies and regulations and market conditions;
• consumers’ perception of our brands or company;
• business disruptions;
• our ability to drive our growth targets to increase revenue and profit ;
• our failure to achieve our targeted cost savings and efficiencies from our restructuring plan associated with our supply chain modernization initiatives and other cost reduction initiatives;
• strategic acquisitions, alliances, divestitures or joint ventures or organic growth opportunities we may pursue in the future;
Risks Related to Our Operations
• material disruptions at one of our facilities;
• our ability to attract, develop and retain the skilled people we need to support our business;
• a shortage of labor, our failure to successfully negotiate collectively bargained agreements, or other general inflationary pressures or changes in applicable laws and regulations that could increase labor costs;
• an increase in our post-retirement benefit-related costs and funding requirements caused by, among other things, volatility in the financial markets, changes in interest rates and actuarial assumptions;
• our inability to obtain sufficient capital to grow our business and to increase our revenues;
• an impairment of the carrying value of goodwill or other acquired intangibles;
Risks Related to Our Industry
• increases in the price of raw materials, including agricultural commodities, packaging, fuel and labor; including as a result of geopolitical, economic, trade policies and regulations, and market conditions ;
• increases in transportation costs and reduced availability of, or increases in, the price of oil or other fuels;
• competition, including with respect to retail and shelf space;
• the changing retail environment and the growing presence of alternative retail channels;
• the successful development of new products and processes;
• adverse changes in the global climate or extreme weather conditions;
Risks Related to Regulations and Litigation
• risks related to tax matters, including changes in tax rates, disagreements with taxing authorities and imposition of new taxes;
• the risk that our food products become adulterated, misbranded or mislabeled, recall and potential resulting product liability if consumers are injured or damaged as a result;
• our inability or failure to comply with new and evolving tax, advertising, environmental, licensing, labeling, trade, food quality and safety or other regulations or with existing regulations and laws;
Risks Related to Our Intellectual Property and Technology
• technology failures, cyber-attacks, privacy breaches or data breaches;
• our inability to protect our intellectual property rights;
• limitations with respect to certain of our rights to intellectual property used in our business under the Intellectual Property Agreements;
Risks Related to the Spin-Off
• the risk that the Contribution and the Distribution fail to qualify for non-recognition treatment for U.S. federal income tax purposes or that the Canadian aspects of the Internal Reorganization fail to qualify for tax-deferred treatment for Canadian federal and provincial income tax purposes;
• our indemnification obligation to Kellanova if the transactions we have undertaken in connection with the Spin-Off do not qualify for non-recognition treatment;
• our failure to follow certain restrictions to preserve the non-recognition treatment of the Spin-Off, as well as the impact those restrictions may have on our strategic and operating flexibility;
• our inability to achieve some or all of the benefits that we expect from the Spin-Off;
• our dependence on Kellanova to perform certain functions for us on a transitional basis and our ability to make the changes necessary to establish the necessary systems and services to perform such functions ourselves as an independent company;
• the fact that our historical financial statements for periods prior to the Spin-Off may not necessarily be representative of the results we would have achieved as an independent, publicly traded company and may not be a reliable indicator of our future results;
• Kellanova’s ability to compete against us;
• certain of our directors and officers may have actual or potential conflicts of interest because of their Kellanova equity ownership or their former Kellanova positions;
Risks Related to Our Common Stock
• the potential anti-takeover effects of certain provisions in our corporate organizational documents and Delaware law;
• certain limitations on our shareowners’ ability to obtain a preferred judicial forum for disputes with us;
• dilution risk due to future issuances of equity securities and equity-based compensation awards granted under our long-term incentive plan;
• the ranking of our common stock being junior to our existing and future indebtedness and any future preferred stock issuances;
• the risk that the Board will not declare dividends in the future or at a lower rate than the dividends we have historically paid;
General Risk Factors
• risks related to our indebtedness;
• increases in our debt or raises of additional capital in the future on terms favorable to us or our share owners, which could affect our financial health and may decrease our profitability;
• obligations associated with being a public company requiring significant resources and management;
• the impact of the restatements of our previously issued financial statements on our reputation and relationships with investors, suppliers, customers and other parties;
• our ability to remediate the material weakness in our internal control over financial reporting in a timely manner;
• if we fail to design and maintain effective internal controls in the future, we may not be able to report our financial results accurately or timely or to prevent or detect fraud;
• risks generally associated with companies that operate in certain international markets;
• general economic, political and social conditions and taxation policies;
• potential liabilities and costs from litigation;
• the adequacy of our insurance; and
• foreign currency exchange rate exposure.
Risks Related to Our Business
A decline in demand for ready-to-eat cereals could adversely affect our financial performance. We focus primarily on producing and selling ready-to-eat cereal products. We expect to continue this primary focus. Because of our product concentration, any decline in consumer demand or preferences, including diet-driven changes or nutrition trends, for ready-to-eat cereals or processed foods more generally or any other factor that adversely affects the ready-to-eat cereal market could have a material adverse effect on our business, financial condition or results of operations. We could also be adversely affected if consumers lose confidence in the healthfulness, safety, quality or taste of ready-to-eat cereals, processed foods or certain ingredients. Adverse publicity or consumer perception about these types of concerns, whether or not valid, as well as public health response, may discourage consumers from buying our products or cause production and delivery disruptions. In addition, significant changes in consumer demand or the loss or disruption of manufacturing, distribution or supply capabilities with respect to one or more of our products or ingredients could negatively impact our business or results of operations.
Supply chain disruptions, increases in costs and/or shortages of raw materials, labor, fuels and utilities as a result of geopolitical, economic, trade policies and regulations, and market conditions could adversely impact our profitability . Raw materials, such as corn, wheat, rice, vegetable oils, sugar, cocoa, fruits and nuts, which are used in our products, are subject to price fluctuations. The cost of these inputs may fluctuate widely due to foreign and domestic government trade policies and regulations including new or retaliatory tariffs imposed by the U.S. or other countries where our products are manufactured, specifically Canada and Mexico, inflation, weather conditions (including any potential effects of climate change), domestic and international demand, availability due to supply chain conditions, military conflict and the financial and economic sanctions and other measures imposed in response thereto, volatility and instability in the geopolitical environment or other unforeseen circumstances. In the past, we have experienced supply chain disruptions including bottlenecks and shortages of materials, labor and freight that have led to increasing prices of raw materials, packaging and labor as well as limitations on shipping capacity.
On February 1, 2025, the current U.S. presidential administration announced the imposition of significant new tariffs that will be imposed on imports from Canada, Mexico and China, which may negatively impact international trade relations, result in retaliatory actions and cause inflationary pressures and higher costs. On February 3, 2025, the prospective tariffs on Canada and Mexico were deferred for 30 days; however, the implementation of these tariffs following the current short-term reprieve remains a possibility, and there is no guarantee that they will not be implemented before such date. As we have significant manufacturing operations in Mexico and Canada, the imposition of such tariffs could have a significant adverse impact on our results of operations, financial position, or cash flows, depending on their timing, degree and magnitude. Further, we may be required to raise prices for our products to offset the additional costs. Increased price of our products could reduce demand and result in the loss of customers. Additionally, tariffs may harm our competitive position in key markets, as we may be at a disadvantage as compared to our competitors who operate in countries that are not subject to tariffs.
The global economy has been negatively impacted by the military conflict between Russia and Ukraine. The Russia-Ukraine conflict remains uncertain. Global grain markets continue to experience volatility due to sanctions imposed on Russia by the United States, the United Kingdom, the European Union and others in response to Russia’s invasion of Ukraine. Changes in global grain and commodity flows could impact the markets in which we operate, which may in turn negatively impact our business, results of operations, supply chain and financial condition. Any substantial change in the prices or availability of raw materials may have an adverse impact on our profitability. We may enter into forward purchase agreements and other derivative financial instruments from time to time to manage the impact of such volatility in raw materials prices; however, these strategies may not be adequate to overcome increases in market prices or availability or to fully cover supply and may significantly affect our earnings.
In addition, we are dependent upon natural gas, propane and electricity for operating our manufacturing facilities. The independent distributors and third-party transportation companies are dependent upon gasoline and diesel for their vehicles. The cost of these fuels may fluctuate widely due to economic and political conditions, government policy and regulation, war or other conflicts (including the current conflicts in Ukraine and the Middle East), or other unforeseen circumstances. Substantial future increases in prices for, or shortages of, these fuels could have a material adverse effect on our profitability, financial condition or results of operations. There can be no assurance
that we can cover these potential cost increases through future pricing actions. Also, as a result of these pricing actions, consumers could purchase less or move from purchasing higher-margin products to purchasing lower-margin products.
Inflation has and may continue to adversely affect us by increasing our costs of production, materials and labor. In an inflationary environment, depending on the market conditions of the food industry and interest rate actions by the U.S. Federal Reserve, we may be unable to raise the prices of our products enough to keep up with the rate of inflation, which would reduce our profit margins, and continued inflationary pressures could impact our business, financial condition and results of operations.
Similarly, shortages of truck drivers and railroad workers have contributed to increased freight costs, which has had a material and adverse effect on our business, financial condition and results of operations.
Our results may be negatively impacted if consumers do not maintain their favorable perception of our brands or company. Brand value is primarily based on consumer perceptions. Successful promotion and brand value enhancement depends in large part on our ability and the ability of our suppliers and licensors (including Kellanova) to provide high-quality products. Brand value could diminish significantly due to a number of factors, including consumer perception that we or Kellanova, or any of our employees or agents, have acted in an irresponsible manner; adverse publicity about our labor relations (whether or not valid) or our products or Kellanova’s products (whether or not valid); our failure to maintain the quality of our products; the failure of our suppliers and licensors (including Kellanova) to maintain the quality of their products; the failure of our products to deliver consistently positive consumer experiences; our products becoming unavailable to consumers; or the failure to meet the nutrition expectations of our products or particular ingredients in our products (whether or not valid), including the perception of the healthfulness of our products or their ingredients. In addition, due to our varied and geographically diverse consumer base, we must be responsive to local consumers, including with respect to when and how consumers consume food products and their desire for premium or value offerings, and provide an array of products that satisfy the broad spectrum of consumer preferences. Accordingly, we might fail to anticipate consumer preferences with respect to dietary trends or purchasing behaviors, invest sufficiently in maintaining, extending and expanding our brand image or achieve the desired effects of our marketing efforts or use data-driven marketing and advertising to reach consumers at the right time with the right message. The growing use of social and digital media platforms by consumers, us and third parties increases the speed and extent that information or misinformation and opinions can be shared. Negative posts or comments about us, our brands, our products, or Kellanova, its brands (including any that are Shared Use Trademarks (as defined below)), or its products (which may be sold under Shared Use Trademarks), our labor relations or any of our employees or agents on social or digital media platforms could seriouslydamage our brands, corporate reputation and brand loyalty, regardless of the information’s accuracy.
Placement of our advertisements in digital media may also result in damage to our brands if any such media experiences negative publicity. The harm may be immediate, and we may not be afforded an opportunity for redress or correction. Brand recognition and loyalty can also be impacted by the effectiveness of our advertising campaigns, marketing programs, influencers and sponsorships, as well as our use of social media. Further, our brand perception and customer loyalty could be adversely impacted by a supplier’s or licensor’s improper practices or failure to comply with our requirements for environmentally, socially or legally responsible practices, including human rights and materials sourcing. If we do not maintain the favorable perception of our brands, our results could be negatively impacted.
For a more detailed discussion of risks related to our Shared Use Trademarks, see “—Risks Related to Our Intellectual Property and Technology—Certain of our rights to intellectual property used in our business are limited to those of a licensee under the Intellectual Property Agreements.”
Business disruptions have had and could in the future have an adverse effect on our business, financial condition and results of operations. We manufacture products in the United States, Canada and Mexico, and we source products and materials globally. We have a complex network of suppliers, manufacturing locations, including contract manufacturer locations, warehousing and distribution networks and information systems that support our ability to provide our products to our customers consistently. Factors that are hard to predict or beyond our control, such as product or raw material scarcity, material disruptions at one of our facilities or involving any of our equipment within such facilities, the availability of replacement parts for the equipment we rely on for production, workforce disruptions, weather (including any potential effects of climate change), natural disasters, water availability and regulation, fires or explosions, terrorism, political unrest, government restrictions, mandates or shutdowns, tariffs and other trade restrictions, cybersecurity breaches, global health events (such as the COVID-19 pandemic), disruptions in logistics, loss or impairment of key manufacturing sites, supplier capacity constraints, or strikes, could damage or disrupt our operations or our suppliers’, their suppliers’ or our contract manufacturers’
operations. For instance, our fiscal year 2021 results were negatively impacted by the strike of approximately 1,400 union employees across our U.S. plants, which began in early October and ended in late December of 2021. Additionally, we were adversely impacted by a fire at one of our U.S. plants with operational and financial impacts extending beyond the end of 2021. Both the fire and the strike severelydisrupted our supply and product availability in the second half of 2021 and into the first quarter of 2022 and, as a result of the strike, we had to suspend a number of capital projects, all of which had an adverse impact on our business, financial condition and results of operations.
If we do not effectively prepare for and respond to disruptions in our operations, for example, by finding alternative suppliers or replacing capacity at key manufacturing or distribution locations, or cannot quickly repair damage to our information, technology, equipment, production or supply systems, we may be late in delivering or unable to deliver products to our customers. If that occurs, we may lose our customers’ confidence, and long-term consumer demand for our products could decline. In addition, insurance policies that may provide coverage with regard to such events may not cover any or all of the resulting financial losses. These events could adversely affect our business, financial condition and results of operations.
In addition, we may be unable to meet the demand for our products during certain business disruptions. For instance, we experienced increased demand for many of our products during the COVID-19 pandemic and were, at times, unable to fill all customer orders. Short term or sustained increases in consumer demand at our retail customers may exceed our production capacity or otherwise strain our supply chain. We may face additional production disruptions in the future, which may place constraints on our ability to produce products in a timely manner or may increase our costs. Our failure to meet the demand for our products could adversely affect our business and results of operations.
Further, while we have not had any material interruptions or breaches of our systems due to cyberattacks or cyber incidents, we have experienced computer virus and malware activity and have been the target of various other forms of cyberattacks, including social engineering attacks, unauthorized access attempts, password theft, physical breaches and phishing-attacks. For a more detailed discussion of our cybersecurity risks, see "Risks Related to Our Intellectual Property and Technology- Technology failures, cyber-attacks, privacy breaches or data breaches could disrupt our operations or reputation and negatively impact our business.”
We may not achieve our growth targets, including revenue and profit growth targets and cash targets, and we may not realize the benefits we expect from revenue growth management. Our success depends upon our ability to drive our growth targets to increase revenue and profit. In order to achieve our targeted growth objectives, we utilize formal revenue growth management practices to help us realize price in a more effective way. This data-driven approach addresses price strategy, price-pack architecture, promotion strategy, mix management and trade strategies. Revenue growth management involves changes to the way we do business and may not always be accepted by our customers, consumers or third-party providers causing us not to realize the anticipated benefits. In addition, the complexity of execution requires a substantial amount of management and operational resources. These and related demands on our resources may divert the organization’s attention from other business issues and have adverse effects on existing business relationships with suppliers and customers. Any failure to execute revenue growth management in accordance with our plans, including as a result of our revenue growth management process, could adversely affect our business or financial condition.
We may not achieve our targeted cost savings and efficiencies from our restructuring plan associated with our supply chain initiative or other cost reduction initiatives . Our success depends in part on our ability to be an efficient producer in a highly competitive industry. We have invested and will continue to invest a significant amount in capital expenditures to improve our operational facilities. For example, in August 2024, we announced our plans to spend up to $500 million on supply chain modernization efforts, including capital expenditures of up to $390 million and one-time cash restructuring and non-restructuring costs of $110 million. Our ability to achieve the cost savings and efficiencies from the supply chain modernization restructuring as well as other cost reduction initiatives is subject to many estimates and assumptions. Implementation of the supply chain modernization initiatives include actions to close one plant and scale back product at another and a reduction in headcount, which could have a negative effect on labor relations and employee morale at the impacted plants or our other production facilities. Ongoing operational issues are more likely to occur when carrying out major production, procurement, manufacturing or logistical changes and these, as well as any failure by us to achieve our planned cost savings and efficiencies, could have a material adverse effect on our business and financial position and on the results of our operations and profitability. Further, potential disruptions and uncertainties related to adverse macroeconomic conditions or other factors outside of our control, including elevated levels of inflation and economic slowdowns or recessions, for a sustained period of time could result in delays or modifications to our strategic plans and other
initiatives and hinder our ability to achieve our growth targets and cost savings and productivity initiatives on the same timelines. For a more detailed discussion, see “—Risks Related to the Spin-Off—We may be unable to achieve some or all of the benefits that we expect to achieve from the Spin-Off.”
When pursuing strategic acquisitions, alliances, divestitures or joint vent ures or seeking organic growth opportunities, we may not be able to successfully consummate favorable transactions, integrate acquired businesses or achieve the anticipated benefits of organic growth investments. We believe attractive acquisition and organic growth opportunities may present themselves in complementary categories that will further enhance our scale and increase our presence at key retailers. Accordingly, from time to time, we may evaluate potential acquisitions, alliances, divestitures or joint ventures that would further our strategic objectives, or we may undertake efforts to grow organically through internal innovation across our product offerings. We may be unable to identify suitable strategic transactions in the future or may not be able to enter into such transactions at favorable prices or on terms that are favorable to us, or we may not be able to achieve the benefits anticipated from investments in our organic growth on the anticipated timeline or at all. In addition, our total leverage and the terms of our financing arrangements may limit our ability to obtain additional financing in the future to pursue and consummate acquisitions and other strategic transactions or invest in organic growth opportunities.
With respect to acquisitions, we may not be able to identify suitable targets, consummate a transaction on terms that are favorable to us, integrate the acquired business into our existing operations in a timely and cost-efficient manner, including implementation of enterprise-resource planning systems, or achieve expected returns, expected synergies and other benefits as a result of integration or other challenges, or may not achieve those objectives on a timely basis. Furthermore, we may be restricted from pursuing certain of these transactions under the terms of the Tax Matters Agreement (as defined below). For a more detailed discussion, see “—Risks Related to the Spin-Off—We have agreed or are subject to numerous restrictions to preserve the non-recognition treatment of the Spin-Off, which may reduce our strategic and operating flexibility.” Future acquisitions of foreign companies or new foreign ventures would subject us to local laws and regulations and could potentially lead to risks related to, among other things, increased exposure to foreign exchange rate changes, government price control, repatriation of profits and liabilities relating to the U.S. Foreign Corrupt Practices Act.
Our corporate development activities also may present financial and operational risks, including diversion of management attention from existing core businesses, integrating or separating personnel and financial and other systems, and adverse effects on existing business relationships with suppliers and customers. Evaluating potential transactions requires additional expenditures (including legal, accounting and due diligence expenses, higher administrative costs to support any acquired entities and information technology, personnel and other integration expenses) and may divert the attention of our management from ordinary operating matters. Future acquisitions could also result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and amortization expenses related to certain intangible assets and increased operating expenses, which could adversely affect our results of operations and financial condition.
The successful integration of acquisitions and other strategic transactions, including through organic growth, depends upon our ability to manage the operations and personnel of the acquired businesses. Integrating operations is complex and requires significant efforts and expenses on the part of both us and the acquired businesses. Potential difficulties we may encounter as part of the integration process include, but are not limited to, the following:
• employees may voluntarily or involuntarily separate employment from us or the acquired businesses because of the acquisitions;
• our management may have its attention diverted from core business activities while trying to integrate the acquired businesses;
• we may encounter obstacles when incorporating the acquired businesses into our operations and management, including integrating or separating personnel, financial systems, operating procedures, regulatory compliance programs, technology, networks and other assets in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies;
• differences in business backgrounds, corporate cultures and management philosophies;
• integration may be more costly, time-consuming or complex or less effective than anticipated;
• inability to maintain uniform standards, controls and procedures; and
• we may discover previously undetected operational or other issues, such as fraud.
Any of these factors could adversely affect our and the acquired businesses’ ability to maintain relationships with customers, suppliers, employees and other constituencies. In addition, the success of these acquired businesses will depend, in part, upon our ability to realize the anticipated growth opportunities and cost synergies through the successful integration of the businesses we acquire with our existing businesses. Even if we are successful in integrating acquired businesses, we cannot assure you that these integrations will result in the realization of the full benefit of any anticipated growth opportunities or cost synergies or that these benefits will be realized within the expected time frames. In addition, acquired businesses may have unanticipated liabilities or contingencies.
In the future, we also expect to seek organic growth opportunities. The availability and success of such organic growth opportunities depends upon a number of factors, including our ability to innovate and develop new product offerings, expand into adjacencies and respond timely to changing consumer demands and preferences. Additionally, if we fail to evaluate and execute new business opportunities properly, we may not achieve anticipated benefits and may incur increased costs. Continued organic growth, if achieved, may place a strain on our operational infrastructure, which could have a material adverse effect on our business, financial condition and results of operations.
Risks Related to Our Operations
Material disruptions at one of our facilities could have a material adverse effect on our business, operating results and financial condition. A material disruption at our corporate headquarters or one of our manufacturing or distribution facilities, or involving any of our equipment within such facilities, could prevent us from meeting customer demand, reduce our sales and increase our costs, which could have a material adverse effect on our business, financial condition and results of operations. Our manufacturing facilities, and our equipment within such facilities, have and may in the future cease operations unexpectedly due to a number of events, including:
• an equipment failure or damage to any of our equipment;
• the inability to find replacement parts for any of our equipment;
• food safety disruptions;
• unscheduled maintenance outages;
• fires, floods, earthquakes, hurricanes or other catastrophes;
• the effect of a drought or reduced rainfall on its water supply;
• the effect of severe weather conditions on equipment and facilities;
• disruption in the supply of raw materials or other manufacturing inputs;
• information system disruptions or failures due to any number of causes, including cyber-attacks;
• changing laws and regulations applicable to our business including the imposition of new and retaliatory tariffs and increased trade regulations;
• prolonged power failures;
• the release of pollutants or hazardous substances;
• damage or disruptions caused by third parties operating on or adjacent to one of our manufacturing facilities;
• disruptions in the transportation infrastructure, including roads, bridges, railroad tracks and tunnels;
• a widespread outbreak of an illness or any other communicable disease or any other public health crisis;
• failure of our third-party service providers to satisfactorily fulfill their commitments and responsibilities in a timely manner and in accordance with agreed upon terms;
• labor difficulties and disruptions; and
• other operational problems.
In addition, capital expenditures for expansion or replacement of existing facilities or equipment or to comply with future changes in applicable laws and regulations may be substantial. We cannot guarantee that the key pieces of equipment in our various manufacturing facilities will not need to be repaired or replaced or that we will not incur significant additional costs associated with regulatory compliance. If we are unable to repair key pieces of equipment that are utilized in connection with producing our products, we may need to turn to new technology. We cannot assure you that such new technology will not impact the quality or taste of our products. The costs of repairing or replacing such equipment and the associated downtime of the affected production line could have a material adverse effect on our business, financial condition and results of operations. If for any reason we are unable to provide for our operating needs, capital expenditures, and other cash requirements on economically favorable terms, we could experience a material adverse effect on our business, financial condition and results of operations.
We may not be able to attract, develop and retain the skilled people we need to support our business. We depend on the skills and continued service of key personnel, including our experienced management team. In addition, our ability to achieve our strategic and operating goals depends on our ability to identify, recruit, hire, train and retain qualified individuals, including, for example, individuals with e-commerce, digital marketing and data analytics capabilities and skilled labor in our manufacturing facilities. We compete with other companies both within and outside of our industry for talented personnel, and we may lose key personnel or fail to attract, recruit, train, develop and retain other talented personnel. In addition, activities related to identifying, recruiting, hiring and integrating qualified individuals may require significant time and expense. We may not be able to locate suitable replacements for any key employees who terminate their employment, or offer employment to potential replacements on reasonable terms, each of which may adversely affect our business and financial results. Additionally, changes in regional preferences and immigration laws and policies could also make it more difficult for us to recruit or relocate skilled employees.
A shortage in the labor pool, failure to successfully negotiate collectively bargained agreements, or other general inflationary pressures or changes in applicable laws and regulations could increase labor cost, which could have a material adverse effect on our operating results or financial condition. Our labor costs include the cost of providing benefits for employees. We sponsor a number of benefit plans for employees in the United States, Canada, and Mexico, including pension, retiree health and welfare, medical care, severance and other post-employment benefits. Our major pension plans and U.S. collectively bargained retiree health and welfare plans are funded with trust assets invested in a diversified portfolio of securities. The annual cost of benefits can vary significantly from year to year and is materially affected by such factors as changes in the assumed or actual rate of return on major plan assets, a change in the weighted-average discount rate used to measure obligations, the rate or trend of health care cost inflation, and the outcome of collectively bargained wage and benefit agreements. Many of our employees are covered by collectively bargained agreements and other employees may seek to be covered by collectively bargained agreements. Strikes or work stoppages and interruptions have occurred and could occur in the future, which could adversely impact our operating results. The terms and conditions of such agreements could also increase our costs or otherwise affect our ability to fully implement future operational changes to enhance our efficiency. Furthermore, we rely on access to competitive, local labor supply, including skilled and unskilled positions, to operate our business consistently and reliably. We may encounter difficulty recruiting sufficient numbers of personnel at acceptable wage and benefit levels due to the competitive labor market. Our inability to attract, develop and retain the personnel necessary for the efficient operation of our business could result in higher costs and decreased productivity and efficiency, which may have a material adverse effect on our performance.
Our post-retirement benefit-related costs and funding requirements could increase as a result of volatility in the financial markets, changes in interest rates and actuarial assumptions. Increases in the costs of post-retirement medical and pension benefits may continue and could negatively affect our business as a result of increased usage of medical benefits by retired employees and medical cost inflation, an increase in participants enrolled, the effect of potential declines in the stock and bond markets on the performance of our pension and post-retirement plan assets, potential reductions in the discount rate used to determine the present value of our benefit obligations, and changes to our investment strategy that may impact our expected return on pension and post-retirement plan assets assumptions. U.S. generally accepted accounting principles require that we calculate income or expense for the plans using actuarial valuations. These valuations reflect assumptions about financial markets and interest rates, which may change based on economic conditions. Our accounting policy for defined benefit plans may subject earnings to volatility due to the recognition of actuarial gains and losses, particularly those due to the change in the fair value of pension and post-retirement plan assets and interest rates. In addition, funding requirements for our plans may become more significant. However, the ultimate amounts to be contributed are
dependent upon, among other things, interest rates, underlying asset returns, and the impact of legislative or regulatory changes related to pension and post-retirement funding obligations.
Our inability to obtain sufficient capital would constrain our ability to grow our business and to increase our revenues. Our business is capital intensive, including our anticipated supply chain investments, and we have used and may continue to employ leverage to finance our operations. Accordingly, our ability to successfully execute our business strategy, including through organic growth, and maintain our operations depends on the availability and cost of debt and equity capital. Our indebtedness is not rated, and if it was rated we believe it would have a non-investment grade rating. Such rating would likely make it more difficult or more expensive for us to obtain additional debt financing, if we determine such financing is necessary, to support expected growth of our business, or if we decide to pursue strategic transactions or organic growth opportunities. We can give no assurance that the capital we need will be available to us on favorable terms, or at all. Our inability to obtain sufficient capital, or to renew or expand our existing debt instruments, could result in increased funding costs and would limit our ability to, among other things:
• meet the terms and maturities of our existing and future debt instruments;
• purchase new assets or refinance existing assets;
• fund our working capital needs and maintain adequate liquidity;
• finance other growth initiatives; and
• pursue strategic transactions.
An impairment of the carrying value of goodwill or other acquired intangibles could negatively affect our operating results and net worth. The carrying value of goodwill represents the fair value of acquired businesses in excess of identifiable assets and liabilities as of the acquisition date. The carrying value of other intangibles represents the fair value of trademarks, trade names, and other acquired intangibles as of the acquisition date. Goodwill and other acquired intangibles expected to contribute indefinitely to our cash flows are not amortized but must be evaluated by management at least annually for impairment. If carrying value exceeds current fair value, the intangible is considered impaired and is reduced to fair value via a charge to earnings. Factors which could result in an impairment include, but are not limited to: (i) reduced demand for our products; (ii) higher commodity prices; (iii) lower prices for our products or increased marketing as a result of increased competition; and (iv) significant disruptions to our operations as a result of both internal and external events. Should the value of one or more of the acquired intangibles become impaired, our financial condition and results of operations may be materially adversely affected. Any significant sustained adverse change in consumer purchasing behaviors, government restrictions, financial results or macroeconomic conditions could result in future impairment.
As of December 28, 2024, the carrying value of intangible assets totaled approximately $110 million, of which $53 million was goodwill and $57 million represented trademarks and trade names, compared to total assets of $2 billion and total WK Kellogg Co equity of $317 million.
Risks Related to Our Industry
Our results may be materially and adversely impacted as a result of increases in the price of raw materials, including agricultural commodities, packaging, fuel and labor including as a result of geopolitical, economic, trade policies and regulations and market conditions. Agricultural commodities, including corn, wheat, rice, vegetable oils, sugar, cocoa, fruits and nuts are the principal raw materials used in our products. Carton board, corrugated, and flexible packaging are the principal packaging materials used by us. The cost of such commodities may fluctuate widely due to government policy, regulation, and/or shutdown, import and export requirements (including new or retaliatory tariffs imposed by the U.S. or other countries where our products are manufactured, specifically Canada and Mexico), global geopolitical conditions (including war, such as the wars in Ukraine and the Middle East), general economic conditions (including heightened inflation), sanctions, drought and other weather conditions (including the potential effects of climate change), a global health crisis (such as the COVID-19 pandemic), environmental or other sustainability regulation, or other unforeseen circumstances. Specifically, certain ingredients, packaging and other goods and services have been impacted by inflationary pressures, and although we are unable to predict the impact to our ability to source such materials and services in the future, we expect these supply pressures and market disruptions to continue. Further, on February 1, 2025, the current U.S. presidential administration announced the imposition of significant new tariffs that will be imposed on imports from Canada, Mexico and China, which may negatively impact international trade relations, result in retaliatory actions and cause inflationary pressures and higher costs. On February 3, 2025, the prospective tariffs
on Canada and Mexico were deferred for 30 days; however, although the implementation of these tariffs following the current short-term reprieve remains a possibility, and there is no guarantee that they will not be implemented before such date. To the extent that any of the foregoing factors affect the prices of such commodities and we are unable to increase our prices or adequately hedge against such changes in prices in a manner that offsets such changes, the results of our operations could be materially and adversely affected. In addition, we use derivatives to hedge price risk associated with forecasted purchases of raw materials. Our hedged price could exceed the spot price on the date of purchase, resulting in an unfavorable impact on both gross margin and net earnings. Also, sustained price increases may lead to declines in volume as consumers may decide not to pay the higher prices or may forego some purchases altogether during an economic downturn, which could lead to sales declines and loss of market share. Food processing equipment at our facilities are regularly fueled by electricity, oil, natural gas or propane, which are obtained from local utilities or other local suppliers. Short-term stand-by propane and/or oil storage exists at several plants for use in case of interruption in natural gas supplies. In addition, considerable amounts of diesel fuel are used in connection with the distribution of our products. The cost of fuel may fluctuate widely due to economic and political conditions, government policy, trade tensions; regulation and/or shutdown, war, or other unforeseen circumstances, which could have a material adverse effect on our operating results or financial condition.
Our results may be adversely affected by increases in transportation costs and reduced availability of or increases in the price of oil or other fuels. We rely on trucking and railroad operators to deliver incoming ingredients to our manufacturing locations and to deliver finished products to our customers. Shortages of truck drivers and railroad workers have contributed to increased freight costs, which has had a material and adverse effect on our business, financial condition and results of operations. Transportation costs are further increasing as a result of high levels of long-haul driver turnover and increased railroad traffic and service issues. Additionally, energy and fuel costs can fluctuate dramatically and, at times, have resulted in significant cost increases, particularly for the price of oil and gasoline.
We operate in the highly competitive food industry, including with respect to retail and shelf space. We face competition from other companies that have varying abilities to withstand changes in market conditions. The principal aspects of our business where we face competition include, but are not limited to, brand recognition, taste, nutritional value, price, promotion, innovation, shelf space, navigating the growing e-commerce marketplace, convenient ordering and delivery to the consumer and customer service. Most of our competitors have substantial financial, marketing, sales and other resources, and some of our competitors may spend more on advertising and promotional activities than we do. Additionally, some of our competitors sell products that we no longer offer post- Spin-Off, such as cereal bars. Further, our mutual non-competition obligations to Kellanova pursuant to the Separation and Distribution Agreement may impact our ability to expand into new product categories or markets during the non-competition period. Our competition with other companies in our market could cause us to reduce prices, increase capital, marketing or other expenditures, or lose category share, any of which could have a material adverse effect on our business and financial results. Our ability to compete also depends upon our ability to predict, identify, and interpret the tastes and dietary habits of consumers and to offer products that appeal to those preferences, which is particularly important to us given our primary focus on producing and selling ready-to-eat cereal products. Due to our product concentration, any decline in consumer demand or change in preferences could have a material adverse effect on our business, financial condition or results of operations. There are inherent marketplace risks associated with new product or packaging introductions, including uncertainties about trade and consumer acceptance. If we do not succeed in offering products that consumers want to buy, our sales and market share will decrease, resulting in reduced profitability. If we are unable to accurately predict which shifts in consumer preferences will be long-lasting, or are unable to introduce new and improved products to satisfy those preferences, our sales will decline. In addition, given the variety of backgrounds and identities of consumers in our consumer base, we must offer a sufficient array of products to satisfy the broad spectrum of consumer preferences.
In some cases, our competitors may be able to respond to changing business and economic conditions or consumer preferences more quickly than us. Category share and growth could also be adversely impacted if we are not successful in introducing new products, anticipating changes in consumer preferences with respect to dietary trends or purchasing behaviors or in effectively assessing, changing and setting pricing.
In addition, we compete against branded products as well as private label products. Our products must provide higher value and/or quality to our consumers than alternatives, particularly during periods of economic uncertainty. Consumers may not buy our products if relative differences in value and/or quality between our products and private label products change in favor of competitors’ products or if consumers perceive this type of change. If consumers prefer private label products, which are typically sold at lower prices, then we could lose category share or sales
volumes or shift our product mix to lower margin offerings, which could have a material effect on our business and financial position and on the results of our operations and profitability.
Further, our ability to compete may be limited by an inability to secure new retailers or maintain or add shelf and/or retail space for our products. There can be no assurance that retailers will provide sufficient, or any, shelf space, nor that online retailers will provide online access to, or adequate product visibility on, their platform. Unattractive placement or pricing may put our products at a disadvantage compared to those of our competitors. Even if we obtain shelf space or preferable shelf placement, our new and existing products may fail to achieve the sales expectations set by our retailers, potentially causing these retailers to remove our products from their shelves.
The changing retail environment and the growing presence of alternative retail channels could negatively impact our sales and profits. Our businesses are largely concentrated in the traditional retail grocery trade. Our largest customer,Wal-Mart Stores, Inc., accounted for approximately 29% of consolidated net sales during 2024, comprised principally of sales within the United States. No other customer accounted for more than 10% of consolidated net sales in 2024. During 2024, our top five customers, collectively, including Wal-Mart Stores, Inc., accounted for approximately 52% of our consolidated net sales. There can be no assurances that our largest customers will continue to purchase our products in the same mix or quantities or on the same terms as in the past. As the retail grocery trade continues to consolidate and retailers become larger, our large retail customers have sought, and may continue to seek in the future, to use their position to improve their profitability through improvedefficiency, lower pricing, increased promotional programs funded by their suppliers and more favorable terms. Such consolidation can continue to adversely impact our smaller customers’ ability to compete effectively, resulting in an inability on their part to pay for our products or reduced or canceled orders of our products. In addition, larger retailers have the scale to develop supply chains that permit them to operate with reduced inventories or to develop and market their own private label products. If we are unable to use our scale, marketing expertise, product innovation and leadership positions to respond, our profitability or volume growth could be negatively affected. As a result of the consolidated nature of the retail environment, which is also significant in Canada, the loss of any large customer or severeadverse impact on the business operations of any large customer for an extended length of time could negatively impact our sales and profits.
Additionally, alternative retail channels, such as e-commerce retailers (including as a result of the integration of traditional and digital operations at key retailers), subscription services, discount and dollar stores, direct-to-consumer brands, drug stores and club stores, have continued to grow. This trend away from traditional retail grocery, and towards such channels, is expected to continue in the future. If we are not successful in expanding sales in alternative retail channels, our business or financial results may be negatively impacted. In particular, substantial growth in e-commerce has encouraged the entry of new competitors and business models, intensifying competition by simplifying distribution and lowering barriers to entry. The expanding presence of e-commerce retailers has impacted, and may continue to impact, consumer preferences and market dynamics, which in turn may negatively affect our sales or profits. In addition, these alternative retail channels may create consumer price deflation, affecting our large retail and wholesale customer relationships and presenting additional challenges to increasing prices in response to commodity or other cost increases. Also, if these alternative retail channels, such as e-commerce retailers, were to take significant share away from traditional retailers that could have a flow over effect on our business and our financial results could be negatively impacted.
Our financial results and demand for our products are dependent on the successful development of new products and processes. There are a number of trends in consumer preferences which may impact us and the industry as a whole. These include changing consumer dietary trends and the availability of substitute products. Our success is dependent on anticipating changes in consumer preferences and on successful new product and process development and product relaunches in response to such changes, which is particularly important to us given our primary focus on producing and selling ready-to-eat cereal products. Because of our product concentration, any decline in consumer demand or change in preferences could have a material adverse effect on our business, financial condition or results of operations. Trends within the food industry change often, and failure to identify and react to changes in these trends could lead to, among other things, reduced loyalty, reduced demand or price reductions for our brands and products. We aim to introduce products or new or improved production processes on a timely basis in order to counteract obsolescence and decreases in sales of existing products. While we devote significant focus to the development of new products and to the research, development and technology process functions of our business, we may not be successful in developing new products or our new products may not be commercially successful. In addition, if sales generated by new products cause a decline in sales of our existing products, our financial condition and results of operations could be materially adversely affected. Our future results and our ability to maintain or improve our competitive position will depend on our capacity to gauge the direction of our key markets and upon our ability to successfully identify, develop, manufacture, market and sell new
or improved products in these changing markets, including through the expansion into complementary product categories.
Adverse changes in the global climate or extreme weather conditions could adversely affect our business or operations. Climate change could adversely affect the long-term health and viability of the ingredients used in our products. As set forth in the Intergovernmental Panel on Climate Change Fifth Assessment Report, there is continuing scientific evidence, as well as concern from members of the general public, that emissions of greenhouse gases and contributing human activities have caused and will continue to cause significant changes in global temperatures and weather patterns and increase the frequency or severity of weather events, wildfires and flooding. As the pressures from climate change and global population growth lead to increased demand, the food system and global supply chain is becoming increasingly vulnerable to acute shocks, leading to increased prices and volatility, especially in the energy and commodity markets. Adverse changes such as these could (i) unfavorably impact the cost or availability of raw or packaging materials, especially if such events have a negative impact on agricultural productivity or on the supply of water, (ii) disrupt production schedules and our ability, or the ability of our suppliers or contract manufacturers, to manufacture or distribute our products, (iii) reduce crop size or quality, (iv) disrupt the retail operations of our customers, or (v) unfavorably impact the demand for, or the consumer’s ability to purchase, our products.
Climate change is a significant topic of discussion among foreign, federal, state and local regulatory and legislative bodies and regulatory activity and environmental policies relating to climate change has generated and may continue to generate regulatory responses, including laws regulating greenhouse gas emissions, water consumption, the security of certain chemicals, and single use plastics. This increased focus may result in new or increased laws and regulations that could cause significant increases in our costs of operation and delivery. In particular, increasing regulation of fuel emissions could substantially increase the distribution and supply chain costs associated with our products. Lastly, consumers and customers may put an increased priority on purchasing products that are sustainably grown and made, requiring us to incur increased costs for additional transparency, due diligence and reporting. As a result, climate change as well as actions taken to mitigate the adverse effects of climate change could negatively affect our business and operations.
Risks Related to Regulations and Litigation
We face risks related to tax matters, including changes in tax rates, disagreements with taxing authorities and imposition of new taxes. We are subject to taxes in the United States and certain foreign jurisdictions where our subsidiaries are organized. Due to economic and political conditions (including shifts in the geopolitical landscape), tax rates in the United States and various foreign jurisdictions have been and may be subject to significant change. Our future effective tax rate could be affected by changes in mix of earnings in countries with differing statutory tax rates, changes in valuation of deferred tax assets and liabilities, or changes in tax laws or their interpretation and contemplated changes in other countries of long-standing tax principles if finalized and adopted could have a material impact on our income tax expense and deferred tax balances. We are also subject to regular reviews, examinations and audits by the U.S. Internal Revenue Service (the "IRS") and other taxing authorities with respect to taxes inside and outside of the United States. Although we believe our tax estimates are reasonable, if a taxing authority disagrees with the positions we have taken, we could face additional tax liability, including interest and penalties. There can be no assurance that payment of such additional amounts upon final adjudication of any disputes will not have a material impact on our results of operations and financial position. We also need to comply with new, evolving or revised tax laws and regulations. The enactment of or increases in tariffs, including value added tax , or other changes in the application of existing taxes, in markets in which we are currently active, or may be active in the future, or on specific products that we sell or with which our products compete, may have an adverse effect on our business or on our results of operations.
If our food products become adulterated, misbranded or mislabeled, we might need to recall those items and may experience product liability if consumers are injured or damaged as a result and we face litigationchallenges and potential regulatory challenges to how we formulate our foods. Selling food products involves a number of legal, regulatory and other risks, including product contamination, food borne illnesses, spoilage, product tampering, allergens, or other adulteration, which could result in product liability claims. We may need to recall some of our products if they become adulterated or misbranded. We may also be liable if the consumption of any of our products causes injury, illness or death. A widespread product recall or market withdrawal could result in significant losses due to their costs, the destruction of product inventory, and lost sales due to the unavailability of product for a period of time. We could also sufferlosses from a significant product liability judgment against us. In addition, we could be the target of claims of consumer fraud or that our advertising is false or deceptive under U.S. federal and state laws as well as foreign laws, including consumer protection statutes of some states. We are
currently a defendant in a lawsuit alleging that we and other food companies sell food that has caused chronic disease. The lawsuit includes claimsagainst us for negligence, fraudulentmisrepresentation and other claims and seeks an unspecified amount of compensatory and punitivedamages.
The results of any such claims or lawsuits cannot be predicted with any certainty and may result in substantial monetary damages or fines, settlements, litigation expenses and undesirable changes to our products or business practices. Defending lawsuits may also be costly and impose a significant burden on management and our employees. A product recall, product liability or consumer fraud case involving our business or the businesses of Kellanova (from whom we license certain brands used in our business under certain Intellectual Property Agreements) could also result in adverse publicity, damage to our reputation, and a loss of consumer confidence in our food products, which could have a material adverse effect on our business results and the value of the brands used in our business.
Moreover, even if a product liability, consumer fraud or similar claim is without merit, does not prevail or is not pursued, the negative publicity surrounding assertionsagainst us or Kellanova and our or their products or processes could adversely affect our reputation or brands. We could also be adversely affected if consumers lose confidence in the safety and quality of certain food products or ingredients, or the food safety system generally. If another company recalls or experiences negative publicity related to cereal products, consumers might reduce their overall consumption of such products. Adverse publicity about these types of concerns, whether or not valid, may decrease overall demand for ready-to-eat cereals, discourage consumers from buying our products, subject us to new regulations, or cause production and delivery disruptions.
New and evolving tax, advertising, environmental, licensing, labeling, trade, food quality and safety or other regulations or our inability or failure to comply with new and existing regulations and laws could have a material adverse effect on our financial condition. Our activities and products, including our operation of our manufacturing facilities, both in and outside of the United States, are subject to regulation by various federal, state, provincial and local laws, regulations and government agencies, including the U.S. Food and Drug Administration, the FTC, the U.S. Departments of Agriculture, Commerce and Labor, as well as similar and other authorities outside of the United States, International Accords and Treaties and others, including voluntary regulation by other bodies. Legal and regulatory systems can change quickly. In addition, legal and regulatory systems in emerging and developing markets may be less developed, and less certain. These laws and regulations and interpretations thereof may change, sometimes dramatically, as a result of a variety of factors, including political, economic, regulatory or social events. In addition, the enforcement of remedies in certain foreign jurisdictions may be less certain, resulting in varying abilities to enforce intellectual property and contractual rights.
The manufacturing, marketing and distribution of food products are subject to governmental regulations that impose additional regulatory requirements. Those regulations control such matters as food quality and safety (including the condition and operation of our manufacturing facilities where food is processed), use of certain ingredients, advertising, product or production requirements, labeling, sustainability of packaging (including plastics), import or export of our products or ingredients, relations with distributors and retailers, health and safety, the environment, and restrictions on the use of government programs, such as Supplemental Nutritional Assistance Program and the Special Supplemental Nutrition Program for Women, Infants and Children, to purchase certain of our products.
The marketing of food products has come under increased regulatory scrutiny in recent years, and the food industry has been subject to an increasing number of proceedings and claims relating to allegedfalse or deceptive labeling and marketing under federal, state and foreign laws or regulations. For example, in 2009, Kellanova reached a consent agreement with the FTC to resolve an investigation relating to marketing and advertising claims regarding Frosted Mini-Wheats products and its effects on kids’ attentiveness. Although we are not a direct party to the consent agreement, certain of its terms apply to us as successor to the North American cereal business following the Spin-Off. The consent agreement requires, among other things, that we refrain from making misleading advertising statements regarding the Frosted Mini-Wheats products and its effects on children’s attentiveness, and refrain from representing in any manner that Frosted Mini-Wheats or any other morning food or snack food have benefits, improve performance or increase the efficacy of cognitive function, cognitive processes, or other cognitive health, among other things. We may be subject to future investigations and legal proceedings by the FTC or other regulators. It is possible that a regulatory inquiry might result in changes to our advertising methods, policies or business practices. Violation of existing or future regulatory orders or consent decrees could subject us to substantial monetary fines and other penalties that could negatively affect our financial condition and operating results. In addition, it is possible that future orders issued by, or enforcement actions initiated by, regulatory authorities could cause us to incur substantial costs or require us to change our business practices in a manner
materially adverse to our business, including damage to our reputation and the value of the brands used in our business.
We are also regulated with respect to matters such as licensing requirements, trade and pricing practices, tax, anti-corruption standards, advertising and claims, and environmental matters. The need to comply with new, evolving or revised tax, environmental, food quality and safety, labeling or other laws or regulations, or new, evolving or changed interpretations or enforcement of existing laws or regulations, may have a material adverse effect on our business and results of operations. Governmental and administrative bodies within the United States are considering a variety of trade and other regulatory reforms. Changes in legal or regulatory requirements (such as new food safety requirements and revised nutrition facts labeling, including front of pack labeling, and serving size regulations), or evolving interpretations of existing legal or regulatory requirements, may result in increased compliance costs, capital expenditures and other financial obligations that could adversely affect our business or financial results. If we are found to be out of compliance with applicable laws and regulations in these areas, we could be subject to civil remedies, including fines, injunctions, termination of necessary licenses or permits, or recalls, as well as potential criminal sanctions, any of which could have a material adverse effect on our business. Even if regulatory review does not result in these types of determinations, it could potentially create negative publicity or perceptions, which could harm our business or reputation.
Modifications to international trade policy, including the possible withdrawal or termination of the United States-Mexico-Canada Agreement, the trade agreement between the named parties entered into force on July 1, 2020, or the imposition of increased or new tariffs, quotas or trade barriers on key commodities with other countries could have a negative impact on us or the industries we serve, including as a result of related uncertainty, and could materially and adversely impact our business, financial condition, results of operations and cash flows. Higher duties on existing tariffs or additional tariffs imposed by the United States on a broader range of imports, including the prospective tariffs on Canada and Mexico proposed by the current U.S. presidential administration, further retaliatory trade measures taken by those other countries in response, or the implementation of other tariffs following the short-term reprieve by the current U.S. presidential administration, could result in an increase in supply chain costs that we are not able to offset.
Risks Related to Our Intellectual Property and Technology
Technology failures, cyber-attacks, privacy breaches or data breaches could disrupt our operations or reputation and negatively impact our business. We increasingly rely on information technology systems and third-party service providers, including through the internet, to process, transmit, and store electronic information. For example, our production and distribution facilities and inventory management utilize information technology to increase efficiencies and limit costs.
Information technology systems are also integral to the reporting of our results of operations. Furthermore, a significant portion of the communications between, and storage of personal data of, our personnel, customers, consumers and suppliers depends on information technology. Our information technology systems, and the systems of the parties we communicate and collaborate with, may be vulnerable to a variety of interruptions, as a result of many of our employees working remotely, updating our enterprise platform or due to events beyond our or their control, including, but not limited to, network or hardware failures, malicious or disruptive software, unintentional or malicious actions of employees or contractors, cyber-attacks by common hackers, criminal groups or nation-state organizations or social-activist (hacktivist) organizations, geopolitical events, natural disasters, global health events (such as the COVID-19 pandemic), failures or impairments of telecommunications networks, or other catastrophic events.
Moreover, our computer systems have been, and will likely continue to be, subjected to computer viruses, malware, malicious codes, social engineering attacks, unauthorized access attempts, password theft, physical breaches, employee or inside error, malfeasance and cyber- or phishing-attacks. Cyber threats are constantly evolving, are becoming more sophisticated and are being made by groups and individuals with a wide range of expertise and motives, and this increases the difficulty of detecting and successfullydefendingagainst them. We may also face increased risk of state-sponsored or geopolitical-related cybersecurity incidents due to geopolitical tensions or incidents, such as the Russian invasion of Ukraine. These events could compromise our confidential information, impede or interrupt our business operations, and may result in other negative consequences, including remediation costs, loss of revenue, litigation and reputational damage. Furthermore, if a breach or other breakdown results in disclosure of confidential or personal information, we may suffer reputational, competitive and/or business harm. We intend to clone and replicate an existing integrated enterprise resource planning ("ERP") system before the conclusion of the Transition Services Agreement. We may not be able to successfully implement the ERP system
without experiencing delays, increased costs and other difficulties. If we do not effectively implement the ERP system as planned or the ERP system does not operate as intended, the effectiveness of our internal control over financial reporting could be adversely affected or our ability to design and implement effective internal control over financial reporting could be delayed. We may be more susceptible to cyber-attacks while we work to implement such enterprise resource planning system. To date, we have not experienced a material breach of cybersecurity. As a standalone company, we will implement physical, administrative and technical controls and take other preventive actions, such as the maintenance of an information security program that will include updating our technology and security policies, insurance, employee training, and monitoring and routinely testing our information technology systems to reduce the risk of cyber incidents and protect our information technology; however, these measures may be insufficient to prevent physical and electronic break-ins, cyber-attacks or other security breaches to our computer systems.
We offer promotions, rebates and other programs through which it may receive personal information, and it or its vendors could experience cyber-attacks, privacy breaches, data breaches or other incidents that result in unauthorized disclosure of consumer, customer, employee or other Company information. We must also successfully integrate the technology systems of acquired companies into our existing and future technology systems. In addition, we must comply with increasingly complex and rigorous regulatory standards enacted to protect business and personal information in the United States and other jurisdictions, including Canada, regarding privacy, data protection and data security, including those related to the collection, storage, handling, use, disclosure, transfer and security of personal information.
There is significant uncertainty with respect to compliance with such privacy and data protection laws and regulations, including with respect to the California Consumer Privacy Act of 2018 (the “CCPA”), which went into effect on January 1, 2020 (which imposes additional obligations on companies regarding the handling of personal information and provides certain individual privacy rights to persons whose information is collected), because they are continuously evolving and developing and may be interpreted and applied differently from jurisdiction to jurisdiction and may create inconsistent or conflicting requirements. In addition, regulations to implement portions of the CCPA have not been finalized and could significantly impact CCPA compliance measures. For example, the California Privacy Rights Act (the “CPRA”), which was approved by California voters as a ballot initiative in November 2020, modified the CCPA significantly and the resulting new regulations became effective on January 1, 2023. Several other states and foreign jurisdictions have introduced or passed similar legislation to the CCPA and CPRA, which may impose varying standards and requirements on our data collection, use and processing activities. Our efforts to comply with privacy and data protection laws in the United States, including the CCPA and CPRA, and other foreign jurisdictions may impose significant costs and challenges that are likely to increase over time.
If we suffer a loss as a result of a breach or other breakdown in its technology, including such cyber-attacks, privacy breaches, data breaches, issues with or errors in system maintenance or security, migration of applications to the cloud, power outages, hardware or software failures, denial of service, telecommunication or other incident involving one of our vendors, that result in unauthorized disclosure or significant unavailability of business, financial, personal or stakeholder information, we may suffer reputational, competitive and/or business harm and may be exposed to legal liability and government investigations, which may adversely affect our results of operations and/or financial condition.
The misuse, leakage or falsification of information could result in violations of data privacy laws and we may become subject to legal action and increased regulatory oversight. We could also be required to spend significant financial and other resources to remedy the damage caused by a security breach or to repair or replace networks and information systems. In addition, if our suppliers or customers experience such a breach or unauthorized disclosure or system failure, their businesses could be disrupted or otherwise negatively affected, which may result in a disruption in our supply chain or reduced customer orders, which would adversely affect our business and results of operations. We have also outsourced several information technology support services and administrative functions to third-party service providers, including cloud-based service providers, and may outsource other functions in the future to achieve cost savings and efficiencies. In addition, we rely on Kellanova to perform numerous information technology services, including information systems security, under the terms of the Transition Services Agreement. If these service providers and Kellanova do not perform effectively due to breach or system failure, we may not be able to achieve the expected benefits and our business may be disrupted.
Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products and brands. Our intellectual property rights are a significant and valuable aspect of our business and include trademarks, patents, trade secrets, and copyrights to be owned or licensed under certain licensing agreements. Our failure to obtain or adequately protect our intellectual property rights may diminish our
competitiveness and could materially harm our business. Similarly, changes in applicable laws or other changes that serve to lessen or remove the current legal protections of our intellectual property may also diminish our competitiveness and could materially harm our business. We may be unaware of intellectual property rights of others that may cover some of our technology, brands or products or operations. In addition, if, in the course of developing new products or improving the quality of existing products, we are found to have infringed the intellectual property rights of others (including any intellectual property licensed from Kellanova under the Intellectual Property Agreements), directly or indirectly, such finding could have an adverse impact on our business, financial condition or results of operations and may limit our ability to introduce new products or improve the quality of existing products. Any litigation regarding intellectual property rights could be costly and time-consuming and could divert the attention of our management and key personnel from our business operations. Third party claims of intellectual property infringement might also require us to enter into costly license agreements. We also may be subject to significant damages or injunctionsagainst the development and sale of certain products.
Certain of our rights to intellectual property used in our business are limited to those of a licensee under the Intellectual Property Agreements. In connection with the Spin-Off, we entered into Intellectual Property Agreements with Kellanova that provide for ownership, use and selling rights to facilitate both Kellanova’s and our ongoing use of certain intellectual property rights. The Intellectual Property Agreements contain limitations on how we are able to leverage the brands and other non-brand related intellectual property that are used in connection with our business.
The Intellectual Property Agreements provide for ownership, use and selling rights with respect to certain trademarks and other non-brand related intellectual property currently owned by Kellanova. Since we do not own all brands and other intellectual property used in our business, our success depends, in part, on (i) the maintenance of our ongoing relationship with Kellanova, (ii) our performance of our obligations under such agreements, and (iii) Kellanova’s performance of its obligations under such agreements, including Kellanova’s maintenance of the quality of products and services it sells under trademarks we use co-extensively with Kellanova (such trademarks, “Shared Use Trademarks”), and Kellanova’s adequate maintenance of any Shared Use Trademarks and other intellectual property that we license from Kellanova. Improper maintenance of the quality of products or services that Kellanova sells under any Shared Use Trademarks or general inadequate maintenance of any Shared Use Trademarks or other intellectual property of Kellanova could also result in adverse publicity, damage to our reputation, and a loss of consumer confidence in our food products, which could have a material adverse effect on our business results and the value of the brands used in our business.
If we (i) fail to comply with our obligations under any of the Intellectual Property Agreements, (ii) use the licensed intellectual property in an unauthorized manner, (iii) are subject to bankruptcy-related proceedings or (iv) otherwise materially breach any of these agreements, the terms of the license granted from Kellanova to us may be materially modified. Generally, the loss or termination of our rights under the Intellectual Property Agreements, or any other licenses we may acquire in the future, may materially and adversely affect our profitability and our revenues could decrease.
Risks Related to the Spin-Off
If the Contribution and the Distribution were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then we could be subject to significant tax liability. In connection with the Distribution, Kellanova received a private letter ruling from the IRS and an opinion of tax counsel (the “Tax Opinion”), each to the effect that, subject to the accuracy of and compliance with certain representations, assumptions and covenants and the adherence by Kellanova and us to certain restrictions on our future actions contained in the Tax Matters Agreement, the Contribution and the Distribution will qualify for non-recognition of gain or loss to Kellanova and Kellanova’s share owners pursuant to Sections 368 and 355 of the Internal Revenue Code of 1986, as amended (the “Code”), except to the extent of cash received in lieu of fractional shares.
Notwithstanding the receipt of the private letter ruling and the Tax Opinion, the IRS could determine that the Contribution and the Distribution should be treated as one or more taxable transactions if it determines that any of the representations, assumptions or covenants on which the private letter ruling is based are untrue or have been violated. Furthermore, as part of the IRS’s policy, the IRS will not determine whether the Contribution and the Distribution satisfies certain conditions that are necessary to qualify for non-recognition treatment. Rather, the private letter ruling is based on representations by Kellanova and us that these conditions have been satisfied. The Tax Opinion addressed the satisfaction of these conditions.
The Tax Opinion is not binding on the IRS or the courts, and there is no assurance that the IRS or a court will not take a contrary position. In addition, the Tax Opinion relied on certain representations and covenants to be delivered by Kellanova and us.
If the IRS ultimately determines that the Contribution and the Distribution are taxable, the Distribution could be treated as a taxable dividend or capital gain to share owners for U.S. federal income tax purposes, and share owners could incur significant U.S. federal income tax liabilities. In addition, if the IRS ultimately determines that the Contribution and the Distribution are taxable, Kellanova could incur significant U.S. federal income tax liabilities, and we could have an indemnification obligation to Kellanova under the Tax Matters Agreement (as defined below). For a more detailed discussion, see "—Risks Related to the Spin-Off—We could have an indemnification obligation to Kellanova if the transactions we have undertaken in connection with the Spin-Off do not qualify for non-recognition treatment, which could materially adversely affect our financial condition."
If the Canadian aspects of the Internal Reorganization were to fail to qualify for tax-deferred treatment for Canadian federal and provincial income tax purposes, then Kellanova’s and/or our Canadian subsidiaries could be subject to significant tax liability. The Internal Reorganization included steps to separate the assets and liabilities in Canada held in connection with the Kellanova business from the assets and liabilities in Canada held in connection with our business.
Kellanova’s Canadian subsidiary received an advance income tax ruling from the Canada Revenue Agency (“CRA”), to the effect that, subject to the accuracy of and compliance with certain representations, assumptions and covenants and based on the current provisions of the Canadian Tax Act, the Internal Reorganization will be treated for purposes of the Canadian Tax Act as resulting in a “butterfly” reorganization transaction with no material Canadian federal income tax payable by Kellanova’s Canadian subsidiary, our Canadian subsidiary or their respective share owners.
Notwithstanding the receipt of the advance income tax ruling, the CRA could determine that the Internal Reorganization should be treated as a taxable transaction if it determines that any of the representations, assumptions or covenants on which the advance income tax ruling is based are untrue or have been violated. If the CRA ultimately determines that the Internal Reorganization is taxable, our Canadian subsidiary could incur significant Canadian federal and provincial income tax liabilities and we could be responsible for indemnifying Kellanova for any Canadian federal and provincial income tax liabilities that its Canadian subsidiary may incur. For a more detailed discussion, see “—Risks Related to the Spin-Off—" We could have an indemnification obligation to Kellanova if the transactions we have undertaken in connection with the Spin-Off do not qualify for non-recognition treatment, which could materially adversely affect our financial condition.
We could have an indemnification obligation to Kellanova if the transactions we have undertaken in connection with the Spin-Off do not qualify for non-recognition treatment, which could materially adversely affect our financial condition. Generally, taxes resulting from the failure of the Spin-Off to qualify for non-recognition treatment for U.S. federal income tax purposes would be imposed on Kellanova or Kellanova’s share owners and, under the Tax Matters Agreement, Kellanova will generally be obligated to indemnify us against such taxes. However, under the Tax Matters Agreement (as defined below), we could be required, under certain circumstances, to indemnify Kellanova and its affiliates against all tax-related liabilities caused by those failures, to the extent those liabilities result from an action we or our affiliates take or from any breach of our or our affiliates’ representations, covenants or obligations under the Tax Matters Agreement or any other agreement we entered into in connection with the Spin-Off. Events triggering an indemnification obligation under the Tax Matters Agreement include events occurring after the Distribution that cause Kellanova to recognize a gain under Section 355(e) of the Code.
Generally, taxes resulting from the failure of the Canadian steps of the Internal Reorganization to qualify for tax-deferred treatment for Canadian federal and provincial income tax purposes could be imposed on Kellanova’s Canadian subsidiary, our Canadian subsidiary or both. The Tax Matters Agreement provides for an allocation of the responsibility for these liabilities.
We have agreed or are subject to numerous restrictions to preserve the non-recognition treatment of the Spin-Off, which may reduce our strategic and operating flexibility. The U.S. federal income tax laws that apply to spin-offs generally create a presumption that the Distribution would be taxable to Kellanova (but not to Kellanova share owners) if we engage in, or enter into an agreement to engage in, a transaction that would result in a 50% or greater change by vote or by value in our stock ownership during the four-year period beginning on the date that begins two years before October 2, 2023 (the "Distribution Date"), unless it is established that the transaction is not
pursuant to a plan or series or transactions related to the Distribution. U.S. Treasury regulations currently in effect generally provide that whether an acquisition transaction and a distribution are part of a plan is determined based on all of the facts and circumstances, including specific factors listed in the U.S. Treasury regulations. In addition, these U.S. Treasury regulations provide several “safe harbors” for acquisition transactions that are not considered to be part of a plan that includes a distribution.
There are other restrictions imposed on us under current U.S. federal income tax laws with which we will need to comply in order for the Spin-Off to qualify as a transaction that is tax-free under Sections 355 and 368(a)(1)(D) of the Code. For example, we are generally required to continue to own and manage our business, and there are limitations on issuances, redemptions and sales of our stock for cash or other property, except in connection with certain stock-for-stock acquisitions and other permitted transactions. If these restrictions are not followed, the Distribution could be taxable to Kellanova and its share owners.
In connection with the Spin-Off, we entered into a Tax Matters Agreement with Kellanova under which we allocate, between Kellanova and ourselves, responsibility for U.S. federal, state and local and non-U.S. income and other taxes relating to taxable periods before and after the Spin-Off and provide for computing and apportioning tax liabilities and tax benefits between the parties (the "Tax Matters Agreement"). In the Tax Matters Agreement, we agree that, among other things, we may not take, or fail to take, any action following the Distribution if such action, or failure to act: would be inconsistent with or prohibit the Spin-Off and certain restructuring transactions related to the Spin-Off from qualifying as a tax-free transaction under Sections 355 and 368(a)(1)(D) and related provisions of the Code to Kellanova and its share owners (except with respect to the receipt of cash in lieu of fractional shares of our stock); or would be inconsistent with, or cause to be untrue, any representation, statement, information or covenant made in connection with the IRS ruling, the Tax Opinion or the Tax Matters Agreement relating to the qualification of the Spin-Off as a tax-free transaction under Sections 355 and Section 368(a)(1)(D) and related provisions of the Code. We agreed to indemnify Kellanova for certain tax liabilities resulting from any such action.
In addition, we have agreed that we may not, among other things, during the two-year period following the Spin-Off, except under certain specified circumstances (including certain open market repurchases of our stock to the extent permitted under the Tax Matters Agreement), issue, sell or redeem our stock or other securities (or those of certain of our subsidiaries); liquidate, merge or consolidate with another person; sell or dispose of assets outside the ordinary course of business or materially change the manner of operating our business; or enter into any agreement, understanding or arrangement, or engage in any substantial negotiations with respect to any transaction or series of transactions which would cause us to undergo a 35% or greater change in our stock ownership by value or voting power. These restrictions could limit our strategic and operational flexibility, including our ability to finance our operations by issuing equity securities, make acquisitions using equity securities, repurchase our equity securities (as described above), raise capital by selling assets or enter into business combination transactions. We have also agreed to indemnify Kellanova for certain tax liabilities resulting from any such transactions. Further, as it relates to Section 355(e) and/or other requirements for a tax-free distribution under the Code, our share owners may consider these covenants and indemnity obligations unfavorable as they might discourage, delay or prevent a change of control.
We may be unable to achieve some or all of the benefits that we expect to achieve from the Spin-Off. We believe that, as an independent, publicly traded company, we will be able to, among other matters, better focus our financial and operational resources on our specific business, growth profile and strategic priorities, design and implement corporate strategies and policies targeted to our operational focus and strategic priorities, streamline our processes and infrastructure to focus on our core strengths and implement and maintain a capital structure designed to meet our specific needs and more effectively respond to industry dynamics. However, we may be unable to achieve some or all of these benefits. For example, we are undertaking a series of strategic, structural and process realignment and restructuring actions within our operations, including a supply chain modernization restructuring and other cost-reduction initiatives. These actions may not provide the cost benefits we currently expect, and could lead to disruption of our operations, loss of, or inability to recruit, key personnel needed to operate and grow our businesses, weakening of our internal standards, controls or procedures and impairment of our key customer and supplier relationships. In addition, activities that will be required of us as a stand-alone public company will continue to require significant amounts of management’s time and effort, which may divert management’s attention from operating and growing our businesses. Further, our business is less diversified than Kellanova’s business, and as a result, our business has also experienced a loss of scale and access to certain financial, managerial and professional resources with some customers from which our business has benefited in the past. We may also experience reduced access to capital and strategic flexibility because, for instance, we are no longer able to use cash flow from Kellanova to fund investments and our business operations. Additionally, we may be more susceptible to market fluctuations and other adverse events than our business would have been were we
still a part of Kellanova. If we fail to achieve some or all of the benefits that we expect to achieve as an independent company, or do not achieve them in the time we expect, our business, financial condition and results of operations could be materially and adversely affected.
We are dependent on Kellanova to perform certain functions for us on a transitional basis and may be unable to establish, on a timely or cost-effective basis, the necessary systems and services to perform such functions ourselves as an independent company. Prior to the Spin-Off, Kellanova supported our business and provided various corporate functions. In connection with the Spin-Off, we entered into a Transition Services Agreement with Kellanova pursuant to which Kellanova continued to provide us with certain services on a transitional basis. Accordingly, when the Transition Services Agreement expires, we will need to provide internally or obtain from unaffiliated third parties the systems and services currently provided by Kellanova. The services currently include information technology, distribution, logistics, finance, and administrative activities, the effective and appropriate performance of which we currently view as critical to our operations. We may be unable to replace these services or to implement the necessary systems to perform such services ourselves in a timely manner or on terms and conditions as favorable as those we receive from Kellanova. In particular, Kellanova’s information technology networks and systems are complex, and duplicating these networks and systems will be challenging. We may face information technology disruptions as certain data, software, information technology hardware and other information technology assets and systems are transitioned or re-allocated between us and Kellanova, or as we implement new systems or upgrades in connection with such transition. In addition, the efforts related to the separation of the information technology environment will require significant resources that could impact our ability to keep pace with ongoing advancement of information technology needs of the business.
Our ability to effectively manage and operate our business depends significantly on information technology systems, and any failure, disruption, interruption, malfunction or other issue with respect to such systems could have a material adverse effect on our business and results of operations. Because our business previously operated as part of the wider Kellanova organization, we may be unable to successfully establish the infrastructure or implement the changes necessary to operate independently, or we may incur additional costs that could adversely affect our business. Kellanova may not successfully perform its obligations under the Transition Services Agreement or we may have to expend significant efforts or costs materially in excess of those incurred under the Transition Services Agreement. If we fail to obtain the quality of administrative services necessary to operate effectively or incur greater costs in obtaining these services, our profitability, financial condition and results of operations may be materially and adversely affected. Further, one-time costs relating to the implementation of these systems and perform these services ourselves may be material and may adversely affect our profitability. Any interruption in these services could have a material adverse effect on our business, results of operations, financial condition and cash flows.
We intend to clone and replicate a fully integrated enterprise resource planning system before the conclusion of the Transition Services Agreement. This implementation could result in a major disruption to our business controls and procedures, and any disruption could have a negative effect on our business, operating results, financial condition and ability to timely and accurately report our financial results. In addition, implementing an enterprise resource planning system may require significant resources and refinement to fully realize the expected benefits of the system.
In addition, we entered into a Supply Agreement, pursuant to which Kellanova manufactures and supplies to us certain products of our business currently manufactured at Kellanova facilities that were not transferred to us in connection with the Spin-Off (the "Supply Agreement"), and a Management Services Agreement, pursuant to which Kellanova granted us the right to use its pilot plant located in Battle Creek, Michigan, to conduct research and development and product trials (the "Management Services Agreement"). If Kellanova does not successfully perform its obligations under these agreements, we may face production disruptions or be unable to innovate effectively, or we may not be able to procure substitute products from another manufacturer in a timely manner or at all, any of which could have a material adverse effect on our business.
Our historical financial statements for periods prior to the Spin-Off are not necessarily representative of the results we would have achieved as an independent, publicly traded company and may not be a reliable indicator of future results. We derived the historical combined financial information included in this Annual Report for periods prior to the Spin-Off from Kellanova’s consolidated financial statements and this information is not necessarily reflective of the results of operations, financial position and cash flows we would have achieved as an independent, publicly traded company during the periods presented, or a reliable indicator of results of operations, financial position and cash flows that we will achieve in the future.
While we do not believe that Kellanova has any plan or intention to engage in, or own and operate, a business that competes with our business, Kellanova has a significant understanding of our business and, notwithstanding the non-competition agreement we entered into with Kellanova, there may be opportunities for Kellanova to compete against us. Many of Kellanova’s officers, directors and employees have participated in the development and execution of our business strategy and the management of our day-to-day operations. Kellanova has significant knowledge of our products, operations, strengths, weaknesses and strategies, and is a licensor of trademarks and other intellectual property rights used in our business. Based on Kellanova’s knowledge of our business strategy and the management of our day-to-day operations, and its cereal-based products and snacks sold outside of the United States, Canada and the Caribbean, some of which may compete against our products. Although in connection with the Intellectual Property Agreements, Kellanova generally does not have rights to use trademarks used in our business or other existing intellectual property used in our business (such as processing know-how and formulations) to sell cereal in the United States, Canada and the Caribbean, it will not be restricted, beyond a brief and limited mutual non-competition period, from developing new brands, new products using new technology and formulations in the same product categories as our business and marketing such products under trademarks other than the trademarks of our business in the United States, Canada and the Caribbean. Because of Kellanova’s competitive insight into our operations, and the cereal category in general, competition from Kellanova may materially and adversely affect our future product sales, financial condition and results of operations.
Certain of our directors and officers may have actual or potential conflicts of interest because of their Kellanova equity ownership or their former Kellanova positions. Certain of our executive officers and directors have been Kellanova officers, directors or employees and thus have professional relationships with Kellanova’s executive officers, directors or employees. In addition, because of their former Kellanova positions, certain of our directors and executive officers may own Kellanova common stock or options to acquire shares of Kellanova common stock, and their individual holdings may be significant for some of these individuals compared to their total assets and net worth. These relationships and financial interests may create, or may create the appearance of, conflicts of interest when these directors and officers are faced with decisions that could have different implications for Kellanova and us. For example, potential conflicts of interest could arise in connection with the resolution of any dispute that may arise between Kellanova and us regarding the terms of the agreements entered into connection with the Spin-Off, the enforcement of our rights under those agreements, and the ongoing commercial relationships between the companies.
Risks Related to Our Common Stock
Provisions in our amended and restated certificate of incorporation and amended and restated bylaws and certain provisions of Delaware law could delay or prevent a change in control of WK Kellogg Co. The existence of certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws and Delaware law could discourage, delay or prevent a change in control of WK Kellogg Co that a share owner may consider favorable. We believe these provisions will protect our share owners from coercive or otherwise unfair takeover tactics by requiring potential acquirers to work with our Board and by providing our Board with the time to assess any acquisition proposal. These include provisions:
• providing the right to our Board to issue one or more classes or series of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without share owner approval;
• authorizing a large number of shares of stock that are not yet issued, which could be used to dilute the stock ownership of persons seeking to obtain control of us;
• permitting the Board to amend our amended and restated bylaws, which may allow the Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt;
• prohibiting share owners from taking action by written consent; and
• establishing advance notice and other requirements for nominations of candidates for election to our Board or for proposing matters that can be acted on by share owner at the annual share owner meetings.
These provisions are not intended to prevent or discourage takeovers. However, these provisions apply even if a takeover offer may be considered beneficial by some share owners and could delay or prevent an acquisition that
our Board determines is not in our and our share owners’ best interests. These provisions could also have the effect of depriving share owners of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our business in a tender offer or similar transaction.
Our Board will be classified until our 2026 annual meeting of share owners. With our classified Board, at least two annual meetings of our share owners will generally be required in order to effect a change in a majority of our directors. Our classified Board can discourage proxy contests for the election of directors and purchases of substantial blocks of our shares by making it more difficult for a potential acquirer to gain control of our Board in a relatively short period of time.
Our amended and restated certificate of incorporation designates Delaware as the exclusive forum for certain litigation that may be initiated by our share owners, which could limit our share owners’ ability to obtain a preferred judicial forum for disputes with us and limit the market price of our common stock.
Pursuant to our amended and restated certificate of incorporation, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of a fiduciary duty by, or other wrongdoing by, any of our current or former directors, officers or share owners to us or our share owners, or a claim of aiding and abetting any such breach of fiduciary duty; (iii) any action asserting a claim against us or any of our directors, officers or share owners arising pursuant to any provision of the Delaware General Corporation Law (the “DGCL”) or our amended and restated certificate of incorporation or amended and restated bylaws; (iv) any action to interpret, apply, enforce or determine the validity of our amended and restated certificate of incorporation or amended and restated bylaws; (v) any action asserting a claim against us or any of our directors, officers or share owners that is governed by the internal affairs doctrine; or (vi) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL. These exclusive forum provisions apply to all covered actions, including any covered action in which the plaintiff chooses to assert a claim or claims under federal law in addition to a claim or claims under Delaware law. These exclusive forum provisions, however, do not apply to actions asserting claims under the Securities Act of 1933, as amended as (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act") or any other claim for which the federal courts have exclusive jurisdiction, regardless of whether the Court of Chancery of the State of Delaware has jurisdiction over those claims. The forum selection clause in our amended and restated certificate of incorporation may limit our share owners’ ability to obtain a preferred judicial forum for disputes with us and limit the market price of our common stock. Our amended and restated certificate of incorporation also provides that unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act against us or any of our directors, officers, employees or agents.
The choice of forum provision may result in increased costs for investors to bring a claim. Further, the choice of forum provision may limit a share owner’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, other employees, or share owners, which may discourage such lawsuits against us and our directors, officers, other employees, or share owners. However, there is uncertainty as to whether a court would enforce a choice of forum provision, and the enforceability of similar forum provisions in other companies’ organizational documents has been challenged in legal proceedings. If a court were to find the exclusive choice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations and financial condition. Furthermore, investors cannot waive compliance with the federal securities laws and regulations thereunder.
Shareowners’ percentage ownership may be diluted in the future. Our share owners’ percentage ownership may be diluted because of future equity issuances for acquisitions or other strategic transactions, including equity-based compensation awards that we grant to our directors, officers, and employees under our long-term incentive plan.
Our amended and restated certificate of incorporation authorizes us to issue, without the approval of our common share owners, one or more classes or series of preferred stock having such designations, powers, preferences and relative, participating, optional and other rights, and such qualifications, limitations or restrictions as the Board generally may determine. As a result, the terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. For example, we could grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto
specified transactions. Similarly, the repurchase or redemption rights or dividend, distribution or liquidation preferences we could assign to holders of preferred stock could affect the residual value of the common stock.
Our common stock is subordinate to all of our existing and future indebtedness and any preferred stock, and effectively subordinated to all indebtedness and preferred equity claimsagainst our subsidiaries. Shares of our common stock are common equity interests in us and, as such, rank junior to all of our existing and future indebtedness and other liabilities. Additionally, holders of our common stock may become subject to the preferred dividend and liquidation rights of future holders of one or more classes or series of preferred stock that the Board may designate and issue without any approval on the part of the holders of our common stock. Furthermore, our right to participate in a distribution of assets upon any of our subsidiaries’ liquidation or reorganization is subject to the prior claims of any of that subsidiary’s creditors and preferred share owners .
We cannot assure share owners that the Board will continue to declare dividends in the future. The timing, declaration of, and amount paid for, any dividends to holders of our common stock will be at the discretion of the Board and will depend upon many factors, including our financial condition, earnings, cash flows, capital requirements of our business, restrictive and financial covenants set forth in the agreements governing our existing and future debt instruments, legal requirements, regulatory constraints, industry practice and any other factors the Board deems relevant in its discretion. We may incur expenses or liabilities or be subject to other circumstances in the future that reduce or eliminate the amount of cash that we have available for distribution as dividends, including as a result of the other risks described herein.We cannot guarantee that we will continue to pay dividends on our common stock in the future, or that the amount of any such dividends will not be reduced relative to the dividends that we have historically paid.
General Risk Factors
We face risks related to our indebtedness, and our leverage may materially and adversely affect our business, financial condition and results of operations. In connection with the Spin-Off, we entered into a Credit Agreement (the “Credit Agreement”) , consisting of a $500 million term loan (the “Term Loan”), a $250 million delayed draw term loan and a $350 million equivalent multicurrency revolving credit facility (collectively, the “Credit Facility”). As of December 28, 2024, outstanding borrowings under the Credit Agreement were $536 million , comprised of the $488 million term loan and $48 million revolving credit facility. See Note 8 to the Consolidated Financial Statements included in Part II, Item 8, Financial Statements and Supplementary Data, in this Annual Report. Such indebtedness could have important consequences, including (i) impairing the ability to access global capital markets to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes, particularly if the ratings assigned to our debt securities by rating organizations were revised downward or if a rating organization announces that our ratings are under review for a potential downgrade, (ii) restricting our flexibility in responding to changing market conditions or making us more vulnerable in the event of a general downturn in economic conditions or our business, (iii) requiring a substantial portion of the cash flow from operations to be dedicated to the payment of principal and interest on our debt, reducing the funds available to us for other purposes such as expansion through acquisitions, paying dividends, repurchasing shares, marketing and other spending and expansion of our product offerings and (iv) and causing us to be more leveraged than some of our competitors, which may place us at a competitive disadvantage . In addition, our indebtedness has a non-investment grade rating, which may likely make it more difficult or more expensive for us to obtain additional debt financing.
Our ability to make payments on and to refinance our existing indebtedness, as well as any future debt that we may incur, will depend on our ability to generate cash in the future from operations, financings or asset sales. Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. In particular, in a historically heightened interest rate environment and challenging macroeconomic environment characterized by volatile credit and debt capital markets, debt financing may be more expensive and may have higher transactional and servicing costs. The potential inability to obtain adequate funding from debt sources in the future as a result of high interest rates could force us to self-fund strategic initiatives or forego certain opportunities, which in turn could materially adversely affect our financial condition and results of operations. We may not generate sufficient funds to service our debt and meet our business needs, such as funding working capital or the expansion of our operations. If we are not able to repay or refinance our debt as it becomes due, we may be forced to take disadvantageous actions, including reducing spending on marketing, retail trade incentives, advertising and new product innovation, reducing financing in the future for working capital, capital expenditures and general corporate purposes, selling assets or dedicating an unsustainable level of our cash flow from operations to the payment of principal and interest on our indebtedness. In addition, our ability to withstand
competitive pressures and to react to changes in the food industry could be impaired. Future financing arrangements, including any potential credit facilities, may contain restrictions, covenants and events of default that, among other things, could limit our ability to respond to market conditions, provide for capital investment needs or take advantage of business opportunities by restricting our ability to incur or guarantee additional indebtedness or requiring us to offer to repurchase such indebtedness in the event of a change of control or a change of control triggering event; pay dividends or make distributions; make investments or acquisitions; sell, transfer or otherwise dispose of certain assets; create liens; consolidate or merge; enter into transactions with affiliates; and prepay and repurchase or redeem certain indebtedness. The lenders who hold our debt could also accelerate amounts due in the event that we default, which could potentially trigger a default or acceleration of the maturity of our other debt.
In addition, our leverage could put us at a competitive disadvantage compared to our competitors that are less leveraged. These competitors could have greater financial flexibility to pursue strategic acquisitions and secure additional financing for their operations. Our substantial leverage could also impede our ability to withstand downturns in our industry or the economy in general as well as our ability to expand into complementary categories.
We may be unable to increase our debt or raise additional capital in the future on terms favorable to us or our share owners, which could affect our financial health and may decrease our profitability. We may increase our debt or raise additional capital in the future, subject to restrictions in the Credit Agreement . Also, the provisions in the Tax Matters Agreement may limit our ability to issue equity securities. If our cash flow from operations is less than we anticipate, or if our cash requirements are more than we expect, we may require more capital. However, debt or equity financing may not be available to us on terms we find acceptable, if at all. If we incur additional debt or raise equity through the issuance of our preferred stock, the terms of the debt or any preferred stock we issue may give the holders rights, preferences and privileges senior to those of holders of our common stock, particularly in the event of liquidation. If we raise funds through the issuance of additional equity, your ownership in us would be diluted. If we are unable to raise additional capital when needed, our financial condition, and thus your investment in us, could be materially and adversely affected.
The restatements of our previously issued financial statements have subjected us to additional costs, risks and uncertainty and may also harm our reputation and negatively impact our relationships with investors, suppliers, customers and other parties.
As discussed above in the Explanatory Note to this Form 10-K/A, we determined that our previously-issued audited consolidated financial statements as of and for the fiscal year ended December 28, 2024 and our quarterly financial information for each of the fiscal quarters ended March 30, 2024, June 29, 2024, September 28, 2024 and March 29, 2025 required restatement to correct an error we identified related to inventory adjustments that inadvertently double-counted certain manufacturing expenses and caused understatements of Inventory and overstatements of Cost of goods sold. Assessment of the error and the effectiveness of the Company’s internal control over financial reporting and our disclosure controls and procedures, the resulting restatements of our financial statements for the impacted periods, and the ongoing process of remediating the material weakness in our internal control over financial reporting may have diverted management’s attention and have caused us to incur unanticipated expenses for legal and accounting fees in connection with the restatements. The restatements could also cause investors to lose confidence in our financial reporting and harm our reputation and negatively impact our relationships with investors, suppliers, customers and other parties, which in turn, could have an adverse effect on our business, financial condition, results of operations, cash flows and prospects. We may face potential litigation or regulatory inquiries in connection with or related to the restatement and associated material weakness, including claims involving the U.S. federal securities laws. Any litigation and/or regulatory inquiries may divert management’s time and attention and, regardless of their outcome, we could incur significant legal and other costs of defense. See “
Potential liabilities and costs from litigation could adversely affect our business" below.
We have identified a material weakness in our internal control over financial reporting and, if we fail to remediate this material weakness in a timely manner or at all, we may not be able to comply with our financial reporting obligations, which could expose us to additional legal and business risks and uncertainties.
As further discussed in Part II – Item 9A. “Controls and Procedures” of this Form 10-K/A, we identified a material weakness in the Company’s internal control over financial reporting as of December 28, 2024. As a result of the material weakness, management has concluded that our internal control over financial reporting was not effective as of December 28, 2024. While we are actively engaged in the process of designing and implementing a plan, including appropriate controls, to remediate the identified material weakness, there can be no assurance that our actions will fully remediate the material weakness in a timely manner, if at all. The implementation of remediation
measures will require validation and testing of the design and operating effectiveness of the respective controls over several financial reporting cycles. If the actions we take do not sufficiently remediate the material weakness in a timely manner, our ability to record, process and report financial information accurately could be adversely affected, and there may continue to be a reasonable possibility that these control deficiencies, or others, could result in an additional material misstatement of our financial statements that would not be prevented or detected on a timely basis. If this occurs, it could jeopardize our ability to comply with our financial reporting obligations, including under SEC rules and regulations and New York Stock Exchange ("NYSE") listing standards, and expose us to additional risks as further discussed below.
If we fail to design and maintain effective internal controls in the future, we may not be able to report our financial results accurately or timely or to prevent or detect fraud.
In accordance with Section 404 of the Sarbanes-Oxley Act, our management is required to conduct an annual assessment of the effectiveness of our internal control over financial reporting and include a report on these internal controls in our annual reports on Form 10-K and our independent registered public accounting firm is required to formally attest to the effectiveness of our internal control over financial reporting. As noted above and discussed in Part II – Item 9A. “Controls and Procedures” of this Form 10-K/A, we identified a material weakness in our internal control over financial reporting as of December 28, 2024, and as a result, management has determined that our internal control over financial reporting and our disclosure controls and procedures were not effective as of December 28, 2024. While we are actively in the process of designing appropriate controls to address this material weakness, there can be no assurance that these actions will fully remediate the material weakness in a timely manner or that there will not be additional material weaknesses in our internal control over financial reporting in the future. Further, if we are unable to remediate the identified material weakness in a timely manner, or at all, or are otherwise unable to maintain effective internal control over financial reporting or disclosure controls and procedures in the future, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be negatively affected, and we could become subject to stockholder litigation or investigations by the New York Stock Exchange ("NYSE"), the SEC or other regulatory authorities, which could require additional financial and management resources and harm our reputation. In addition, our ability to accurately and timely report our financial results could be impaired, which could result in late filings of our annual and quarterly reports under the Exchange Act, restatements of our financial statements, a decline in our stock price, failure to comply with the NYSE’s continued listing requirements, which could result in the suspension or delisting of our common stock from the NYSE, and could in turn have a material adverse effect on our business, financial condition and results of operations.
We are subject to risks generally associated with companies that operate in certain international markets. We manufacture our products in United States, Canada and Mexico and have operations in the United States, Canada, Mexico and the Caribbean. Accordingly, we are subject to risks inherent in multinational operations. Those risks include (i) compliance with U.S. laws affecting operations outside of the United States,(ii) compliance with anti-corruption laws, (iii) compliance with antitrust and competition laws, data privacy laws, and a variety of other local, national and multi-national regulations and laws in multiple regimes, (iv) changes in tax laws, interpretation of tax laws and tax audit outcomes, (v) fluctuations or devaluations in currency values, especially in emerging markets, (vi) changes in capital controls, including currency exchange controls, or other limits on our ability to import raw materials or finished product, (vii) changes in local regulations and laws, the lack of well-established, reliable and/or impartial legal systems in certain countries in which we operate and the uncertainty of enforcement of remedies in such jurisdictions, (viii) laws relating to information security, privacy, cashless payments, and consumer protection, (ix) discriminatory or conflicting fiscal policies, (x) challenges associated with cross-border product distribution, (xi) increased sovereign risk, (xii) varying abilities to enforce intellectual property, contractual, and other legal rights, (xiii) loss of ability to manage our operations in certain markets which could result in the deconsolidation of such businesses, (xiv) design and implementation of effective control environment processes across our diverse operations and employee base, (xv) imposition of more or new tariffs, quotas, trade barriers, price controls, and similar restrictions in the countries in which we or our suppliers or manufacturers operate or regulations, taxes or policies that might negatively affect our sales, and (xvi) changes in trade policies and trade relations.
In addition, political and economic changes or volatility, geopolitical regional conflicts, terrorist activity, political unrest and government shutdowns, civil strife, acts of war, public corruption, expropriation and other economic or political or social uncertainties could interrupt and negatively affect our business operations or customer demand. The slowdown in economic growth or high unemployment in some emerging markets could constrain consumer spending, and declining consumer purchasing power could adversely impact our profitability. Continued instability in the dynamics associated with the federal and state debt and budget challenges in the United States could adversely
affect us. All of these factors could result in increased costs or decreased revenues, and could materially and adversely affect our product sales, financial condition and results of operations.
There may be uncertainty as a result of key global events during 2024 that are expected to continue throughout 2025 or thereafter. For example, heightened interest rates and persistent levels of inflation, geopolitical uncertainty, including wars (such as the conflicts in Ukraine and the Middle East), fiscal and monetary policy uncertainty, international trade disputes, as well as ongoing terrorist activity, may adversely impact global stock markets (including the NYSE, on which our common shares are traded) and general global economic conditions. All of these factors are outside of our control but may nonetheless cause us to adjust our operating strategy in certain international markets in order to manage our cost of goods sold and to compete effectively.
Our performance is affected by general economic, political and social conditions and taxation policies . Customer and consumer demand for our products may be impacted by negative macroeconomic conditions, impacts caused by pandemics and public health crises, financial and credit market disruptions, government shutdowns or recession or other downturns in the United States or the global economy. Our results in the past have been, and in the future may continue to be, materially affected by changes in general economic, political and social conditions in the United States and other countries, including the interest rate environment in which we conduct business, the financial markets through which we access capital and currency, trade policy, political and social unrest and terrorist acts in the United States or other countries in which we carry on business.
Negative macroeconomic conditions, such as inflation, economic slowdowns or recessions, increased unemployment, decreases in disposable income or declines in consumer confidence could result in reductions in sales of our products, reduced acceptance of innovations, and increased price competition. Such deterioration in any of the countries in which we do business could also cause slower collections on accounts receivable which may adversely impact our liquidity and financial condition.
Financial institutions may be negatively impacted by economic conditions, including heightened or persistent levels of inflation and higher interest rates, and may consolidate or cease to do business which could result in a tightening in the credit markets, lower levels of liquidity in financial markets, and increased volatility in fixed income, credit, currency and equity markets. In the past, adverse macroeconomic conditions and fiscal and monetary policy decisions made in an attempt to mitigate such adverse conditions, have increased volatility and pricing in the capital markets and as a result, we may not have access to preferred sources of liquidity when needed or on terms we find acceptable, causing our borrowing costs to increase. An economic recession or credit crisis could impair credit availability and our ability to raise capital if or when needed. A disruption in the financial markets may have a negative effect on our derivative counterparties and could impair our banking or other business partners, on whom we rely for access to capital and as counterparties to our derivative contracts. Any of these events would likely harm our business, results of operations and financial condition.
Potential liabilities and costs from litigation could adversely affect our business. There is no guarantee that we will be successful in defending WK Kellogg Co in civil, criminal or regulatory actions (inclusive of class action lawsuits and foreign litigation), including under general, commercial, employment, environmental, data privacy or security, intellectual property, food quality and safety, anti-trust and trade, and advertising claims, and environmental laws and regulations, or in asserting our rights under various laws. For example, our marketing or claims could face allegations of false or deceptive advertising or other criticisms which could end up in litigation and result in potential liabilities or costs. We could incur substantial costs and fees in defending ourselves, in asserting our rights in these actions or in meeting new regulatory or legal requirements. The costs and other effects of potential and pending litigation and administrative actions against us, and new legal requirements, cannot be determined with certainty and may differ from expectations. In addition, we may be impacted by litigation trends, including class action lawsuits involving consumers, employees, and share owners, which could have a material adverse effect on our reputation, the market price of our common stock, results of operations and financial condition.
There can be no assurance that our insurance will be adequate to offset costs associated with certain events. We have insurance policies in place that cover certain, but not all, hazards that could arise from our operations. We can provide no assurance that such coverage will be adequate to protect us from costs incurred with certain events. The occurrence of an event that is not insured or not fully insured could have a material adverse effect on our results of operations, financial condition and cash flows in the future.
Our operations face foreign currency exchange rate exposure, which could negatively impact our operating results. We hold assets and incur liabilities, earn revenue and pay expenses in a variety of currencies other than the U.S. dollar, including the Canadian dollar and the Mexican peso. Because our financial statements are
presented in U.S. dollars, we must translate our assets, liabilities, revenue and expenses into U.S. dollars at then-applicable exchange rates and face exposure to adverse movements in foreign currency exchange rates. Consequently, changes in the value of the U.S. dollar may unpredictably and negatively affect the value of these items in our financial statements, even if their value has not changed in their original currency.
