2000 ANNUAL REPORT The Best You TM TM 2000 ANNUAL REPORT With sales of nearly $7 billion, Kellogg Company is the world’s leading producer of ready-to-eat cereal and a leading producer of convenience foods, including wholesome snacks, toaster pastries, cereal bars, frozen waffles, and meat alternatives. The Company’s brands include Kellogg’s,® Special K,® Rice Krispies,® Eggo,® Pop-Tarts,® Nutri-Grain,® Morningstar Farms,® and Kashi.® In March 2001, Kellogg expects to complete the acquisition of Keebler Foods Company, the second-largest U.S. producer of cookies and crackers. TABLE OF CONTENTS To Our Share Owners. 2 Kellogg and Keebler. 6 Some facts about the new Kellogg Company. U.S. Convenience Foods. 8 A broadened portfolio with expanded FINANCIAL HIGHLIGHTS growth opportunities. (millions, except per share data) 2000 Change 1999 Change 1998 Change U.S. Cereal . 10 Net Sales $6,954.7 —% $6,984.2 +3% $6,762.1 – 1% An improved performance and a Operating profit, excluding charges (a) 1,076.3 —% 1,073.4 +11% 965.6 -19% commitment to invest in growth. Net earnings, excluding charges (a) (b) (c) 651.9 +8% 606.2 +10% 548.9 -22% Net earnings per share (basic and diluted), Kellogg International. 12 excluding charges (a) (b) (c) 1.61 +7% 1.50 +11% 1.35 -21% Providing Kellogg products to more Operating profit 989.8 +19% 828.8 -7% 895.1 -11% than 160 countries on six continents. Net earnings 587.7 +74% 338.3 -33% 502.6 -8% Net earnings per share (basic and diluted) 1.45 +75% .83 -33% 1.23 -7% Financial Results . 14 Net cash provided from operating activities 880.9 +11% 795.2 +10% 719.7 -18% Capital expenditures 230.9 -13% 266.2 -29% 373.9 +20% Products and Manufacturing Locations . 41 Average shares outstanding 405.6 405.2 407.8 Dividends per share $ .995 +4% $ .960 +4% $ .920 +6% Board of Directors and Officers . 42 (a)Refer to Management's Discussion and Analysis on pages 15-22 and Note 3 within Notes to Consolidated Financial Statements for further explanation of restructuring charges for years 1998-2000. (b)Refer to Management's Discussion and Analysis on pages 15-22 and Note 2 within Notes to Consolidated Financial Statements for further explanation of disposition-related charges in 1999. Information for Share Owners . 44 (c) Percentage changes in 1998 are versus 1997 earnings excluding restructuring and impairment charges and before cumulative effect of accounting change. The Best You After completing the acquisition of Keebler Foods Company, Kellogg Company will offer consumers a substantially expanded lineup of convenient, great-tasting foods. To Our "Acquiring Keebler will transform our business portfolio and dramatically strengthen our growth prospects for years to come." Carlos M. Gutierrez Kellogg Chairman of the Board and Chief Executive Officer Carlos M. Gutierrez with Tony the Tiger™ and Ernie Keebler.® 2 2000 Annual Share Owners Report ontinuing a model were needed to will allocate resources first aligned behind a business process of renewal support the superior, long- to the United States and plan and focused passion- C we began in 1999, term returns we want to then to other core ately on those things that Kellogg Company deliver for all Kellogg markets, including the deliver the plan. We are achieved its second share owners. We saw our United Kingdom/Republic working to ensure that consecutive year of competition consolidating of Ireland, Mexico, all aspects of our business earnings growth in 2000, and further strengthening. Canada, and Australia/ are driven by a total excluding charges. Our largest business New Zealand. Within these commitment to superior Net earnings were up 7.5 category, ready-to-eat markets, we will invest to execution. percent and earnings cereal, remained stagnant build our brands and per share up 7.3 percent. in our largest market, the reinvigorate our categories. A TRANSFORMING Our cash flow* grew by United States. Importantly, ACQUISITION 22.9 percent and our our sales have fallen 2. Set the Right Targets. dividend increased for the short of our expectations, Too often, we have chased As a key part of our new 44th consecutive year, causing us to rely on lofty, short-term earnings strategy, on October 26, with a per share increase cost-cutting and other targets at the expense 2000, we reached to $.995 from $.96. short-term actions to of healthy, long-term agreement to acquire achieve aggressive growth. Recognizing the Keebler Foods Company. However, sales declined earnings targets. Clearly, realities of our business, The Keebler acquisition, by 0.4 percent, impacted we needed to change. we are setting more by far the largest in the to some degree by realistic targets, including 95-year history of Kellogg foreign currencies. A BETTER STRATEGY mid-single-digit operating Company, is expected Without that effect and FOR GROWTH profit growth (EBITA**) to close as this report is before acquisitions over the next several published in March 2001. and divestitures, sales The strategy we adopted years. We also will grew by 1.1 percent. in 2000 responds to these maintain an intense focus Acquiring Keebler will Our share performance issues and is designed to on cash flow throughout transform our business remained disappointing, restore industry-leading our organization. portfolio and dramatically with Kellogg stock closing growth and vitality to our strengthen our growth the year at a price of company. Three principles 3. Sweat the Execution. prospects for years to $26.25 per share. drive this strategy: Execution is at the heart come. Specifically, the of any food company’s acquisition will add about During 2000, it became 1. Prioritize to Win. competitive edge. It is also $2.8 billion of sales clear that fundamental Rather than spread our at the heart of the in fast-growing food changes in our business investments too thinly, we company we want to be: categories and provide *Net cash provided from operating activities less capital expenditures. **Operating profit excluding charges and amortization. 3 To Our direct store door (DSD) pleased to report that the A Transformed Portfolio delivery capabilities planning process for the to grow our wholesome integration has gone snacks business. extremely well. Upon completion Substantial cost synergies will enhance our ability In addition to acquiring of the Keebler to increase our earnings Keebler’s outstanding U.S. cookie and cracker brands acquisition, Cereal for the next several years. Upon completion and the ever-popular U.S. 27% International Keebler Elves,® we are 30% of the acquisition, our convenience U.S. cereal business will pleased to join forces with represent about 27 a fine team of Keebler foods people with whom we U.S. percent of worldwide (including share a commitment to Convenience Foods sales, down from the all U.S. current 37 percent. create a winning organiza- 43% tion. In particular, we are products other The Keebler acquisition delighted that Sam K. Reed, than cereal) will be is reflected in the theme president and chief execu- of this Annual Report, tive officer of Keebler, will the largest of Kellogg Company's "The Best 2 You." This become vice chairman of three business segments in annual sales. theme is inspired by Kellogg Company, and Kellogg’s long-standing that David B. Vermylen, commitment to provide president of the Keebler "The Best to You Each Brands Division, will Morning.™" It symbolizes become senior vice the all-day value for president of Kellogg consumers and the long- Company and president term value for share and chief executive officer owners that can be created of Keebler. These appoint- by bringing together ments take effect with the two of the best names in closing of the transaction. the U.S. food industry. They will help ensure a successful integration and Kellogg and Keebler are a continuation of Keebler’s a natural fit, and I am superb performance. 4 Share Owners For more detail on the I also reduced my number promotion to executive to the Board of Directors. new company we are cre- of direct reports from vice president and We welcome them to an ating, see pages 6 and 7. 10 to six, all working in assistant to the chairman active, dedicated, and di- close proximity at our last year. verse Board that has acted Kellogg Company’s Battle Creek headquarters. steadfastly to serve the acquisition activity in 2000 BOARD long-term best interests also included the purchases Key management RECOGNITION AND of Kellogg share owners. of Kashi Company, a appointments during 2000 APPOINTMENTS leading natural cereal included David A. Mackay As we direct our strategy company in the United to executive vice president We are grateful for the toward consistent, reliable States, two convenience and president – Kellogg outstanding contributions growth, we are particularly food businesses in USA, Alan F. Harris to of J. Richard Munro, who appreciative of the contin- Australia that now executive vice president will retire from our Board uing efforts of Kellogg operate under a company and president – Kellogg of Directors in April 2001 people around the world. called The Healthy Snack International, and King T. after 11 years of exemplary I am optimistic that their People™, and Mondo Pouw to senior vice presi- service. Our thanks also dedication and the confi- Baking Company, a Rome, dent – operations. go to Carleton (Carly) S. dence placed in us by you, Georgia, manufacturer of Fiorina, who resigned from our share owners, will be convenience foods. These We extend thanks and best the Board in January 2001 rewarded as a transformed acquisitions further wishes to Michael J. Teale, after four years of Kellogg Company achieves strengthen our executive vice president distinguished service in its growth objectives in competitive position.