The management of Kellogg Company is responsible for the relia- bility of the consolidated financial statements and related notes. The financial statements were prepared in conformity with ac- counting principles that are generally accepted in the United States, using our best estimates and judgements as required. We maintain a system of internal controls designed to provide rea- sonable assurance of the reliability of the financial statements, as well as to safeguard assets from unauthorized use or disposition. Formal policies and procedures, including an active Ethics and Business Conduct program, support the internal controls, and are designed to ensure employees adhere to the highest standards of personal and professional integrity. We have established a vigor- ous internal audit program that independently evaluates the ade- quacy and effectiveness of these internal controls. The Audit Committee of the Board of Directors meets regularly with management, internal auditors, and independent auditors to review internal control, auditing, and financial reporting matters. Both our independent auditors and internal auditors have free ac- cess to the Audit Committee. We believe these consolidated financial statements do not mis- state or omit any material facts. Our formal certification to the Securities and Exchange Commission is made with our Annual Report on Form 10-K. The independent auditing firm of PricewaterhouseCoopers LLP was retained to audit our consolidated financial statements and their report follows. As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for goodwill and other intangible assets in conformity with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” which was adopted as of January 1, 2002. In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of earnings, of shareholders’ equity and of cash flows present fairly, in all material respects, the financial position of Kellogg Company and its subsidiaries at December 27, 2003 and December 28, 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 27, 2003 in conformity with account- ing principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our au- dits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assur- ance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evi- dence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and signifi- cant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits pro- vide a reasonable basis for our opinion. Report of  Independent Auditors Management’s Responsibility for Financial Statements PricewaterhouseCoopers LLP To the Shareholders and Board of Directors  of Kellogg Company Battle Creek, Michigan January 28, 2004 C. M. Gutierrez Chairman of the Board Chief Executive Officer J. M. Boromisa Senior Vice President Chief Accounting Officer J. A. Bryant Executive Vice President Chief Financial Officer Earning Our Stripes 52