The management of Penford Corporation has prepared and is responsible for the integrity and fairness of the financial statements and other financial information presented in this annual report. The statements have been prepared in accordance with generally accepted accounting principles and, to the extent appropriate, include amounts based on management's judgment and/or estimates. In order to fulfill its responsibilities for these financial statements and information, management maintains accounting systems and related internal controls. These controls are designed to provide reasonable assurance that transactions are properly authorized and recorded, that assets are safeguarded, and that financial records are reliably maintained.

Ernst & Young LLP, independent auditors, is retained to audit the Company's consolidated financial statements. Their accompanying report is based on an audit conducted in accordance with generally accepted auditing standards, including a review of internal accounting controls and tests of accounting procedures and records to the extent necessary to support their audit.

The Audit Committee of the Board of Directors, which is composed solely of outside directors, meets periodically with management and with the independent of the internal control systems, and the results of independent audits

The independent auditors periodically meet with the Audit Committee without the presence of management.

tod r. hamachek President and Chief Executive Officer

jeffrey t. cook Vice President, Finance and Cief Financial Officer