WK Kellogg Co 2024年度报告

(Mark One) ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the Fiscal Year EndedDecember28, 2024 or TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period fromtoCommission file number 001-41755WK Kellogg Co (Exact name of registrant as specified in its charter) 92-1243173 Delaware(State or other jurisdiction of incorporationor organization) (I.R.S. Employer Identification No.) One Kellogg SquareBattle Creek,Michigan49016-3599 (Address of principal executive offices) Registrant’s telephone number, including area code: (269)401-3000 Securities registered pursuant to Section12(b) of the Act: Securities registered pursuant to Section12(g) of the Act: None Indicate by a e-check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☑ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15 (d)of the Act.Yes☐No☑ Indicate by check mark whether the registrant:(1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90days.Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filer☑Accelerated filer☐Non-accelerated filer☐Smallerreportingcompany☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No☑ The aggregate market value of the common stock held by non-affiliates of the registrant (assuming for purposes of this computation only that the W.K.Kellogg Foundation Trust, directors and executive officers may be affiliates) as of the close of business of June 28, 2024 was approximately $1.4billionbased on the closing price of $16.14 for one share of common stock, as reported by the New York Stock Exchange on June 28, 2024. As of February14, 2025,86,196,959shares of the common stock of the registrant were outstanding. Parts of the registrant’s definitive proxy statement for the registrant’s 2025 Annual Meeting of Shareowners are incorporated by reference into Part III ofthis Annual Report on Form 10-K. The proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end ofthe fiscal year to which this report relates. TABLE OF CONTENTS Forward Looking StatementsPart I Item 1 - BusinessItem 1A - Risk FactorsItem 1B - Unresolved Staff CommentsItem 1C - CybersecurityItem 2 - PropertiesItem 3 - Legal ProceedingsItem 4 - Mine Safety Disclosures Part II Item 5 - Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity SecuritiesItem 6 - [Reserved]Item 7 - Management's Discussion and Analysis of Financial Condition and Results of OperationsItem 7A - Quantitative and Qualitative Disclosures About Market RiskItem 8 - Financial Statements and Supplementary DataConsolidated Statements of Income (Loss)Consolidated Statements of Comprehensive Income (Loss)Consolidated Balance SheetsConsolidated Statements of EquityConsolidated Statem