Management’s
Report on Internal
Control over
Financial Reporting
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term
is defined in Exchange Act
Rules 13a-15(f).
Under the supervision and with the participation of management,
we conducted an evaluation of the effectiveness of our internal
control over financial reporting based on the framework in
Internal Control — Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission.
We have excluded the Bear Naked and Gardenburger businesses from
our assessment of internal control over financial reporting
because those businesses were acquired in November 2007. The
total assets and net sales of these businesses represent
$131 million and $3 million, respectively, of the
related consolidated financial statement amounts as of and for
the year ending December 29, 2007.
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 risk that controls may become inadequate
because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Based on our evaluation under the framework in Internal
Control — Integrated Framework, management
concluded that our internal control over financial reporting was
effective as of December 29, 2007. The effectiveness of our
internal control over financial reporting as of
December 29, 2007 has been audited by
PricewaterhouseCoopers LLP, an independent registered public
accounting firm, as stated in their report which follows.
A. D. David Mackay
President and Chief Executive Officer
John A. Bryant
Executive Vice President,
Chief Financial Officer, Kellogg Company and
President, Kellogg North America
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