The accompanying Unaudited Consolidated Financial Statements reflect the results of operations, financial position and cash flows of the Company prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The unaudited interim financial information of the Company included in this report reflects all adjustments, all of which are of a normal and recurring nature, that management believes are necessary for a fair statement of the results of operations, comprehensive income, financial position, equity and cash flows for the periods presented. This interim information should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes included within the 2024 Annual Report on Form 10-K ("2024 Annual Report").

The balance sheet information at December 28, 2024 was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the quarter ended March 29, 2025 are not necessarily indicative of the results to be expected for other interim periods or the full year.

On October 2, 2023 ("Spin-Off Date"), Kellanova (formerly known as Kellogg Company) completed the spin-off (the "Spin-Off") of its North American cereal business, resulting in a new independent public company, WK Kellogg Co (the "Company"). Prior to the Spin-Off, the Company historically operated as part of Kellanova.

In connection with the Spin-Off, the Company 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.

While preparing its second quarter 2025 consolidated financial statements, the Company identified an error in the Company’s historical consolidated financial statements for the quarter and year-to-date periods ended December 30, 2023, March 30, 2024, June 29, 2024, September 28, 2024 and December 28, 2024, that caused understatements of Inventory, overstatements of Cost of goods sold, and corresponding Income tax impacts to the resulting increase in net income (the “Error”). The Company determined that the Error originated from discrete reporting processes established at the time of the spin-off from Kellanova and related to inventory adjustments that inadvertently double-counted certain manufacturing expenses. The Error had no cash impact and no impact on manufacturing operations.

Additionally, the Company corrected certain items that were previously identified and concluded as immaterial, individually and in the aggregate, to its consolidated financial statements as of and for the fiscal year ended December 28, 2024. These items primarily relate to cash, accounts payable and notes payable misclassifications. These items impact cash amounts reflected on the consolidated balance sheet, and therefore impact net cash provided by (used in) operating activities and net cash provided by (used in) financing activities within the consolidated statement of cash flows for each respective period. As a result, the Company is restating the unaudited consolidated financial statements of the Company for the fiscal quarter ended March 29, 2025 and March 30, 2024.



(millions)	As Reported		Adjustment		As Restated

Inventories	$	371	$	18	$	389
Total current assets	652		18		670

Total assets	2,016		18		2,034


Other current liabilities	94		4		98
Total current liabilities	836		4		840

Retained earnings	19		14		33
Total equity	327		14		341
Total liabilities and equity	2,016		18		2,034

Note: The Company's Consolidated Statements of Equity were also affected by the restated retained earnings amounts for the period presented above.



(millions)	As Reported		Adjustment		As Restated
Cash	$	70	$	1	$	71
Inventories	328		5		333
Total current assets	664		6		670

Total assets	1,888		6		1,894
Notes payable	2		1		3

Other current liabilities	90		2		92
Total current liabilities	789		3		792

Retained earnings	20		3		23
Total equity	317		3		320
Total liabilities and equity	1,888		6		1,894

Note: Please refer to discussion in preceding paragraphs regarding adjustments to cash and notes payable unrelated to the Error.



(millions, except per share data)	As Reported		Adjustment		As Restated
Cost of goods sold	$	474	$	(4)	$	470
Operating profit	20		4		24
Income before income taxes	22		4		26
Income taxes	4		1		5
Net income	18		3		21
Comprehensive income	15		3		18
Basic earnings per share	0.20		0.05		0.25
Diluted earnings per share	0.20		0.04		0.24



(millions, except per share data)	As Reported		Adjustment		As Restated
Cost of goods sold	$	504	$	(2)	$	502
Operating profit	46		2		48
Income before income taxes	44		2		46
Income taxes	11		1		12
Net income	33		1		34
Comprehensive income	30		1		31
Basic earnings per share	0.38		0.02		0.40
Diluted earnings per share	0.37		0.02		0.39



(millions)	As Reported		Adjustment		As Restated
Operating activities:
Net Income	$	18	$	3	$	21
Changes in operating assets and liabilities:
Inventories	(18)		(4)		(22)
Income taxes payable	2		1		3
Accounts payable	29		(7)		22
Net cash provided by (used in) operating activities	(2)		(7)		(9)



Increase (decrease) in cash and cash equivalents	(13)		(7)		(20)
Cash and cash equivalents at beginning of period	40		7		47

Note: Please refer to discussion in preceding paragraphs regarding adjustments to cash and accounts payable unrelated to the Error.



(millions)	As Reported		Adjustment		As Restated
Operating activities:
Net Income	$	33	$	1	$	34
Changes in operating assets and liabilities:
Inventories	16		(2)		14
Income taxes payable	4		1		5
Net cash provided by (used in) operating activities	10		—		10
Financing activities:
Net increase (reduction) of notes payable, with maturities less than or equal to 90 days	(3)		1		(2)
Net cash provided by (used in) financing activities	(19)		1		(18)
Increase (decrease) in cash and cash equivalents	(18)		1		(17)
Cash and cash equivalents at end of period	70		1		71

Note: Please refer to discussion in preceding paragraphs regarding adjustments to cash and notes payable unrelated to the Error.

The Company 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 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 Net cash provided by (used in) operating activities in the Unaudited Consolidated Statement of Cash Flows. As of March 29, 2025, $132 million of the Company’s outstanding payment obligations had been placed in the accounts payable tracking system. As of December 28, 2024, $132 million of the Company’s outstanding payment obligations had been placed in the accounts payable tracking system.

Income Taxes: Improvements to Income Tax Disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This standard primarily expands the required disclosures surrounding the rate reconciliation and income taxes paid. For public entities, this standard is effective for annual reporting periods beginning after December 15, 2024. Early adoption is permitted and the amendments should be applied on a prospective basis. Retrospective application is permitted. The Company will adopt the updated standard for the fiscal year ending January 3, 2026. The Company is currently evaluating the impact the adoption of this standard will have on its disclosures.

Disaggregation of Income Statement Expenses: In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”). This standard requires all public entities to provide additional disclosure about the nature of the expenses included in the income statement. The DISE will require disclosure about specific types of expenses included within the expense caption presented on the face of the income statement and additional disclosure about selling expenses. This standard is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. This standard can be applied either prospectively or retrospectively. The Company intends to adopt the updated standard for the fiscal year ending January 1, 2028. The Company is currently evaluating the impact the adoption of this standard will have on its disclosures.