GIS, §1A diff (2022 → 2023)

Our

business

is

subject

to

various

risks

and

uncertainties.

Any

of

the

risks

described

below

could

materially,

adversely

affect

our

business, financial condition, and results of operations.

Business and Industry Risks

The

categories

in

which

we

participate

are

very

competitive,

and

if

we

are

not

able

to

compete

effectively,

our

results

of

operations could be adversely

affected.

The

human

and

pet

food

categories

in

which

we

participate

are

very

competitive.

Our principal

competitors

in

these

categories

are

manufacturers,

as

well

as

retailers

with

their

own

branded

and

private

label

products.

Competitors

market

and

sell

their

products

through

brick-and-mortar

stores

and

e-commerce.

All

of

our

principal

competitors

have

substantial

financial,

marketing,

and

other

resources.

In

most

product

categories,

we

compete

not

only

with

other

widely

advertised

branded

products,

but

also

with

regional

brands

and

with

generic

and

private

label

products

that

are generally

sold

at

lower prices.

Competition

in

our

product

categories

is

based on

product

innovation, product

quality,

price,

brand recognition

and loyalty,

effectiveness

of marketing,

promotional

activity,

convenient

ordering

and

delivery

to

the

consumer,

and

the

ability

to

identify

and

satisfy

consumer

preferences.

If

our

large

competitors

were

to

seek

an

advantage

through

pricing

or

promotional

changes,

we

could

choose

to

do

the

same,

which

could

adversely affect

our margins

and profitability.

If we

did not

do the

same, our

revenues and

market share

could be

adversely affected.

Our market share

and revenue growth

could also be

adversely impacted if

we are not

successful in introducing

innovative products

in

response

to

changing

consumer

demands

or by

new product

introductions

of our

competitors.

If

we

are unable

to build

and

sustain

brand

equity

by

offering

recognizably

superior

product

quality,

we

may

be

unable

to

maintain

premium

pricing

over

generic

and

private label products.

We may be unable to maintain our profit

margins in the face of a consolidating retail environment.

There has

been significant

consolidation in

the grocery industry,

resulting in

customers with increased

purchasing power.

In addition,

large

retail

customers

may

seek

to

use

their

position

to

improve

their

profitability

through

improved

efficiency,

lower

pricing,

increased

reliance

on

their

own

brand

name

products,

increased

emphasis

on

generic

and

other

economy

brands,

and

increased

promotional

programs.

If we

are

unable

to use

our

scale, marketing

expertise,

product

innovation,

knowledge

of consumers’

needs,

and category

leadership positions

to respond

to these

demands, our

profitability and

volume growth

could be

negatively impacted.

In

addition, the loss

of any large

customer could

adversely affect our

sales and profits.

In fiscal 2023,

Walmart

accounted for 21

percent

of our

consolidated net

sales and

28 percent

of net

sales of

our North

America Retail

segment.

For more

information on

significant

customers, please see Note 8 to the Consolidated Financial Statements in Item 8 of this report.

Price

changes

for

the

commodities

we

depend

on

for

raw

materials,

packaging,

and

energy

may

adversely

affect

our

profitability.

The

principal

raw

materials

that

we

use

are

commodities

that

experience

price

volatility

caused

by

external

conditions

such

as

weather,

climate

change,

product

scarcity,

limited

sources

of

supply,

commodity

market

fluctuations,

currency

fluctuations,

trade

tariffs, pandemics, war (including international

sanctions imposed on Russia for its invasion of Ukraine),

and changes in governmental

agricultural and

energy policies

and regulations.

Commodity prices

have become,

and may continue

to be, more

volatile. Commodity

price

changes

may

result

in

unexpected

increases

in

raw

material,

packaging,

energy,

and

transportation

costs.

If

we

are

unable

to

increase productivity

to offset

these increased

costs or

increase our

prices, we

may experience

reduced margins

and profitability.

We

do not fully

hedge against changes

in commodity prices,

and the risk management

procedures that we

do use may

not always work

as

we intend.

9

Concerns with the safety and quality of our products could cause consumers

to

avoid certain products or ingredients.

We

could

be

adversely

affected

if

consumers

in

our

principal

markets

lose

confidence

in

the

safety

and

quality

of

certain

of

our

products

or

ingredients.

Adverse

publicity

about

these

types

of

concerns,

whether

or

not

valid,

may

discourage

consumers

from

buying our products or cause production and delivery disruptions.

We

may be

unable to

anticipate changes

in consumer

preferences and

trends,

which may

result in

decreased demand

for our

products.

Our success

depends in

part on

our ability

to anticipate

the tastes,

eating habits,

and purchasing

behaviors of

consumers and

to offer

products

that

appeal

to

their

preferences

in

channels

where

they

shop.

Consumer

preferences

and

category-level

consumption

may

change

from

time to

time and

can be

affected

by a

number

of different

trends

and other

factors.

If we

fail

to anticipate,

identify

or

react to these changes and trends, such as adapting to emerging

e-commerce channels, or to introduce new and improved products on

a

timely basis, we

may experience reduced

demand for our products,

which would in turn

cause our revenues and

profitability to suffer.

Similarly, demand

for our products could be affected by consumer concerns regarding

the health effects of ingredients such as sodium,

trans fats, genetically

modified organisms,

sugar, processed

wheat, grain-free

or legume-rich pet

food, or other

product ingredients

or

attributes.

We may be unable to grow

our market share or add products that are

in faster

growing and more profitable categories.

The

food

industry’s

growth

potential

is

constrained

by

population

growth.

Our

success

depends

in

part

on

our

ability

to

grow

our

business faster than

populations are growing

in the markets

that we serve.

One way to

achieve that growth

is to enhance

our portfolio

by adding innovative

new products in faster

growing and more

profitable categories. Our future

results will also depend

on our ability

to

increase

market

share

in

our

existing

product

categories.

If

we

do

not

succeed

in

developing

innovative

products

for

new

and

existing categories,

our growth and profitability could be adversely affected.

Our results may be negatively impacted if consumers do not maintain

their favorable perception of our brands.

Maintaining and continually

enhancing the value

of our many

iconic brands is critical

to the success of

our business. The

value of our

brands

is

based

in

large

part

on

the

degree

to

which

consumers

react

and

respond

positively

to

these

brands.

Brand

value

could

diminish

significantly

due

to

a

number

of

factors,

including

consumer

perception

that

we

have

acted

in

an

irresponsible

manner,

adverse

publicity

about

our

products,

our

failure

to

maintain

the

quality

of

our

products,

the

failure

of

our

products

to

deliver

consistently

positive

consumer

experiences,

concerns

about

food

safety,

or

our

products

becoming

unavailable

to

consumers.

Consumer demand

for our

products may

also be

impacted by

changes in

the level

of advertising

or promotional

support. The

use of

social

and

digital

media

by

consumers,

us,

and

third

parties

increases

the

speed

and

extent

that

information

or

misinformation

and

opinions can

be shared.

Negative posts

or comments

about us,

our brands,

or our

products on

social or

digital media

could seriously

damage

our

brands

and

reputation.

If

we

do

not

maintain

the

favorable

perception

of

our

brands,

our

business

results

could

be

negatively impacted.

Operating Risks

If

we

are

not

efficient

in

our

production,

our

profitability

could

suffer

as

a

result

of

the

highly

competitive

environment

in

which we operate.

Our future success and

earnings growth depend in

part on our ability to

be efficient in the

production and manufacture of

our products

in

highly

competitive

markets.

Gaining

additional

efficiencies

may

become

more

difficult

over

time.

Our

failure

to

reduce

costs

through

productivity

gains

or

by

eliminating

redundant

costs

resulting

from

acquisitions

or

divestitures

could

adversely

affect

our

profitability

and

weaken

our

competitive

position.

Many

productivity

initiatives

involve

complex

reorganization

of

manufacturing

facilities

and

production

lines.

Such

manufacturing

realignment

may

result

in

the

interruption

of

production,

which

may

negatively

impact

product

volume

and

margins.

We

periodically

engage

in

restructuring

and

cost

savings

initiatives

designed

to

increase

our

efficiency

and

reduce

expenses.

If

we

are

unable

to

execute

those

initiatives

as

planned,

we

may

not

realize

all

or

any

of

the

anticipated benefits, which could adversely affect our business and results of

operations.

Disruption of our supply chain could adversely affect our business.

Our

ability

to

make,

move,

and

sell

products

is

critical

to

our

success.

Damage

or

disruption

to

raw

material

supplies

or

our

manufacturing

or

distribution

capabilities

due

to

weather,

climate

change,

natural

disaster,

fire,

terrorism,

cyber-attack,

pandemics,

war,

governmental

restrictions

or

mandates,

labor

shortages,

strikes,

import/export

restrictions,

or

other

factors

could

impair

our

ability to

manufacture or

sell our

products. Many

of our

product lines

are manufactured

at a

single location

or sourced

from a

single

supplier.

The

failure

of

third

parties

on

which

we

rely,

including

those

third

parties

who

supply

our

ingredients,

packaging,

capital

equipment

and

other

necessary

operating

materials,

contract

manufacturers,

commercial

transport,

distributors,

contractors,

and

10

external business partners, to meet

their obligations to us, or significant

disruptions in their ability to do

so, may negatively impact our

operations. Our

suppliers’ policies

and practices

can damage

our reputation

and the quality

and safety

of our

products. Disputes

with

significant suppliers,

including disputes regarding

pricing or performance,

could adversely

affect our

ability to supply

products to our

customers and

could materially

and adversely

affect our

sales, financial

condition, and

results of

operations. Failure

to take

adequate

steps

to

mitigate

the

likelihood

or

potential

impact

of

such

events,

or

to

effectively

manage

such

events

if

they

occur,

particularly

when a

product is

sourced from

a single

location or

supplier,

could adversely

affect our

business and

results of

operations, as

well as

require additional resources to restore our supply chain.

Short term or

sustained increases in

consumer demand at

our retail customers

may exceed our

production capacity or

otherwise strain

our supply chain. Our failure to meet the demand for our products could

adversely affect our business and results of operations.

Our international operations are subject to political and economic

risks.

In fiscal

2023, 19

percent of

our consolidated

net sales

were generated

outside of

the United

States. We

are accordingly

subject to

a

number of risks relating to doing business internationally,

any of which could significantly harm our business. These risks include:

●

political and economic instability;

●

exchange controls and currency exchange rates;

●

tariffs on products and ingredients that we import and export;

●

nationalization or government control of operations;

●

compliance with anti-corruption regulations;

●

foreign tax treaties and policies; and

●

restriction on the transfer of funds to and from foreign countries, including

potentially negative tax consequences.

Our financial performance

on a U.S. dollar

denominated basis is subject

to fluctuations in currency

exchange rates. These fluctuations

could cause material

variations in our results

of operations. Our principal

exposures are to the

Australian dollar,

Brazilian real, British

pound sterling,

Canadian dollar,

Chinese renminbi,

euro, Japanese

yen, Mexican

peso, and

Swiss franc.

From time

to time,

we enter

into

agreements

that

are

intended

to

reduce

the

effects

of

our

exposure

to

currency

fluctuations,

but

these

agreements

may

not

be

effective in significantly reducing our exposure.

A

strengthening

in

the

U.S.

dollar

relative

to

other

currencies

in

the

countries

in

which

we

operate

would

negatively

affect

our

reported results of operations and financial results due to currency translation losses and

currency transaction losses.

Our business operations could be disrupted if our information technology

systems fail to perform adequately or are breached.

Information

technology

serves

an

important

role

in

the

efficient

and

effective

operation

of

our

business.

We

rely

on

information

technology networks

and systems, including

the internet, to

process, transmit,

and store electronic

information to

manage a variety

of

business processes and

to comply with

regulatory,

legal, and tax requirements.

Our information technology

systems and infrastructure

are

critical

to

effectively

manage

our

key

business

processes

including

digital

marketing,

order

entry

and

fulfillment,

supply

chain

management,

finance,

administration,

and

other

business

processes.

These

technologies

enable

internal

and

external

communication

among

our

locations, employees,

suppliers,

customers,

and others

and

include the

receipt and

storage of

personal information

about

our employees,

consumers, and

proprietary business

information. Our

information technology

systems, some

of which

are dependent

on services

provided

by third

parties, may

be vulnerable

to damage,

interruption,

or shutdown

due to

any number

of causes

such as

catastrophic events,

natural disasters, fires,

power outages, systems

failures, telecommunications

failures, security breaches,

computer

viruses, hackers, employee error

or malfeasance, and other

causes. Increased cyber-security threats

pose a potential risk to

the security

and

viability

of

our

information

technology

systems,

as

well

as

the

confidentiality,

integrity,

and

availability

of

the

data

stored

on

those systems. The

failure of our

information technology

systems to perform

as we anticipate

could disrupt

our business and

result in

transaction

errors,

processing

inefficiencies,

data

loss,

legal

claims

or

proceedings,

regulatory

penalties,

and

the

loss

of

sales

and

customers. Any

interruption of

our information

technology systems

could have

operational, reputational,

legal, and

financial impacts

that may have a material adverse effect on our business.

Our failure to successfully integrate acquisitions into our

existing operations could adversely affect our financial results.

From

time

to

time,

we

evaluate

potential

acquisitions

or

joint

ventures

that

would

further

our

strategic

objectives.

Our

success

depends, in part,

upon our ability

to integrate acquired

and existing operations.

If we are

unable to successfully

integrate acquisitions,

our financial

results could

suffer.

Additional potential

risks associated

with acquisitions

include

additional debt

leverage, the

loss of

key

employees

and

customers

of

the

acquired

business,

the

assumption

of

unknown

liabilities,

the

inherent

risk

associated

with

entering a geographic area or line of business in which we have

no or limited prior experience, failure to achieve anticipated synergies,

and the impairment of goodwill or other acquisition-related intangible assets.

11

Legal and Regulatory Risks

If

our

products

become

adulterated,

misbranded,

or

mislabeled,

we

might

need

to

recall

those

items

and

may

experience

product liability claims if

consumers or their pets are injured.

We may need

to recall some of our products if they become adulterated,

misbranded, or mislabeled. A widespread product recall could

result in

significant losses

due to

the costs

of a

recall, the

destruction of

product inventory,

and lost

sales due

to the

unavailability of

product for a period of time.

We could

also suffer losses from a

significant product liability judgment

against us. A significant product

recall or

product liability

case could

also result

in adverse

publicity,

damage to

our reputation,

and a

loss of

consumer confidence

in

our products, which could have an adverse effect on our business results and the

value of our brands.

New regulations or regulatory-based claims could adversely

affect our business.

Our facilities and

products are subject

to many laws and

regulations administered by

the United States Department

of Agriculture, the

Federal Food and Drug

Administration, the Occupational

Safety and Health Administration,

and other federal, state, local,

and foreign

governmental agencies

relating to

the production,

packaging, labelling,

storage, distribution,

quality,

and safety

of food

products and

the

health

and

safety

of

our

employees.

Our

failure

to

comply

with

such

laws

and

regulations

could

subject

us

to

lawsuits,

administrative

penalties,

and civil

remedies,

including fines,

injunctions,

and recalls

of our

products.

We

advertise our

products and

could be

the target

of claims

relating to

alleged false

or deceptive

advertising

under federal,

state, and

foreign laws

and regulations.

We may also be

subject to new laws or regulations restricting our right to advertise our products,

including restrictions on the audience

to whom

products are

marketed. Changes

in laws

or regulations

that impose

additional regulatory

requirements on

us could

increase

our cost of doing business or restrict our actions, causing our results of operations

to be adversely affected.

We

are

subject

to

various

federal,

state,

local,

and

foreign

environmental

laws

and

regulations.

Our

failure

to

comply

with

environmental laws and regulations could subject us

to lawsuits, administrative penalties, and civil remedies.

We are currently

party to

a variety of

environmental remediation obligations.

Due to regulatory

complexities, uncertainties inherent

in litigation, and

the risk of

unidentified contaminants

on current and

former properties of

ours, the potential

exists for remediation,

liability,

indemnification, and

compliance

costs

to

differ

from

our

estimates.

We

cannot

guarantee

that

our

costs

in

relation

to

these

matters,

or

compliance

with

environmental

laws

in

general,

will

not

exceed

our

established

liabilities

or

otherwise

have

an

adverse

effect

on

our

business

and

results of operations.

Climate change and other sustainability matters could adversely affect

our business.

There is

growing concern

that carbon

dioxide and

other greenhouse

gases in

the earth’s

atmosphere may

have an

adverse impact

on

global temperatures, weather patterns, and the frequency

and severity of extreme weather and natural disasters.

If such climate change

has a negative effect on agricultural productivity,

we may experience decreased availability and higher pricing for certain commodities

that are necessary

for our

products. Increased

frequency or

severity of

extreme weather

could also impair

our production

capabilities,

disrupt our

supply chain,

impact demand

for our

products, and

increase our

insurance and

other operating

costs.

Increasing concern

over

climate

change

or

other

sustainability

issues

also

may

adversely

impact

demand

for

our

products

due

to

changes

in

consumer

preferences or

negative consumer

reaction to

our commitments

and actions

to address

these issues.

We

may also

become subject

to

additional

legal

and

regulatory

requirements

relating

to

climate

change

or

other

sustainability

issues,

including

greenhouse

gas

emission

regulations

(e.g.,

carbon

taxes),

energy

policies,

sustainability

initiatives

(e.g.,

single-use

plastic

limits),

and

disclosure

obligations.

If additional legal

and regulatory

requirements are

enacted and

are more aggressive

than the sustainability

measures that

we are currently

undertaking to reduce

our emissions and

improve our energy

efficiency and

other sustainability goals,

or if we

chose

to take actions to achieve more aggressive goals, we may experience significant

increases in our costs of operations.

We

have announced goals

and commitments to

reduce our carbon footprint.

If we fail to

achieve or improperly

report on our progress

toward

achieving

our

carbon

emissions

reduction

goals

and

commitments,

then

the

resulting

negative

publicity

could

harm

our

reputation and adversely affect demand for our products.

Financial and Economic Risks

Volatility

in

the

market

value

of

derivatives

we

use

to

manage

exposures

to

fluctuations

in

commodity

prices

may

cause

volatility in our gross margins and net earnings.

We

utilize derivatives

to manage

price risk

for some

of our

principal ingredient

and energy

costs, including

grains (oats,

wheat, and

corn), oils (principally soybean),

dairy products, natural gas, and diesel

fuel. Changes in the values

of these derivatives are recorded

in

earnings currently,

which may result in

volatility in both

gross margin and

net earnings. These gains

and losses are reported

in cost of

sales in

our

Consolidated

Statements

of

Earnings

and in

unallocated

corporate

items outside

our

segment

operating

results until

we

utilize

the

underlying

input

in

our

manufacturing

process,

at

which

time

the

gains

and

losses

are

reclassified

to

segment

operating

12

profit. We also

record our grain inventories at net realizable value. We

may experience volatile earnings as a result of these accounting

treatments.

Economic downturns could limit consumer demand for our products.

The

willingness

of

consumers

to

purchase

our

products

depends

in

part

on

local

economic

conditions.

In

periods

of

economic

uncertainty,

consumers

may

purchase

more

generic,

private

label,

and

other

economy

brands

and

may

forego

certain

purchases

altogether.

In those circumstances,

we could experience

a reduction in sales

of higher margin

products or a shift

in our product mix

to

lower margin

offerings.

In addition,

as a

result of

economic conditions

or competitive

actions, we

may be

unable to

raise our

prices

sufficiently to

protect margins.

Consumers may

also reduce the

amount of food

that they consume

away from home

at customers that

purchase products

from our

North America

Foodservice segment.

Any of

these events

could have

an adverse

effect on

our results

of

operations.

We

have

a

substantial

amount

of

indebtedness,

which

could

limit

financing

and

other

options

and

in

some

cases

adversely

affect our ability to pay dividends.

As

of

May

28,

2023,

we

had

total

debt

and

noncontrolling

interests

of

$12.0

billion.

The

agreements

under

which

we

have

issued

indebtedness

do not

prevent us

from

incurring

additional unsecured

indebtedness

in the

future.

Our level

of indebtedness

may

limit

our:

●

ability to

obtain additional

financing for

working capital,

capital expenditures,

or general

corporate purposes,

particularly if

the ratings assigned to our debt securities by rating organizations

were revised downward; and

●

flexibility to

adjust to

changing business

and market

conditions and

may make

us more

vulnerable to

a downturn

in general

economic conditions.

There are

various financial

covenants and

other restrictions

in our

debt instruments

and noncontrolling

interests. If

we fail to

comply

with any of

these requirements, the

related indebtedness,

and other unrelated

indebtedness, could

become due and

payable prior

to its

stated maturity and our ability to obtain additional or alternative financing

may also be adversely affected.

Our ability

to make

scheduled payments

on or

to refinance

our debt

and other

obligations will

depend on

our operating

and financial

performance,

which

in

turn

is

subject

to

prevailing

economic

conditions

and

to

financial,

business,

and

other

factors

beyond

our

control.

We

depend

on stable,

liquid

and

well-functioning

capital and

credit markets

to fund

our operations.

Our financial

performance,

our

credit ratings,

interest rates,

the stability

of financial

institutions with

which we

partner, and

the liquidity

of the

overall global

capital

markets could affect our access to, and the availability,

terms and conditions, and cost of capital.

Volatility

in the

securities markets,

interest

rates,

and other

factors could

substantially

increase

our defined

benefit

pension,

other postretirement benefit, and postemployment

benefit costs.

We

sponsor

a number

of defined

benefit plans

for employees

in the

United

States, Canada,

and various

foreign

locations, including

defined

benefit

pension,

retiree

health

and

welfare,

severance,

and

other

postemployment

plans.

Our

major

defined

benefit

pension

plans are

funded with

trust assets

invested in

a globally

diversified portfolio

of securities

and other

investments. Changes

in interest

rates, mortality

rates, health

care costs,

early

retirement rates,

investment

returns, and

the market

value of

plan

assets can

affect

the

funded status

of our

defined benefit

plans and

cause volatility

in the

net periodic

benefit cost

and future

funding requirements

of the

plans.

A

significant

increase

in

our

obligations

or

future

funding

requirements

could

have

a

negative

impact

on

our

results

of

operations and cash flows from operations.

A

change

in

the

assumptions

regarding

the

future

performance

of

our

businesses

or

a

different

weighted-average

cost

of

capital

used

to

value

our

reporting

units

or

our

indefinite-lived

intangible

assets

could

negatively

affect

our

consolidated

results of operations and net worth.

As of May

28, 2023,

we had $21.

2

billion of

goodwill and

indefinite-lived intangible

assets. Goodwill for

each of

our reporting

units

is tested

for impairment

annually and

whenever events

or changes

in circumstances

indicate that

impairment may

have occurred.

We

compare

the

carrying

value

of

the

reporting

unit,

including

goodwill,

to

the

fair

value

of

the

reporting

unit.

If

the

fair

value

of

the

reporting unit

is less than

the carrying

value of

the reporting

unit, including

goodwill, impairment

has occurred.

Our estimates

of fair

value are determined

based on a

discounted cash

flow model. Growth

rates for sales

and profits are

determined using inputs

from our

long-range planning process. We

also make estimates of discount rates, perpetuity growth assumptions,

market comparables, and other

factors.

If

current

expectations

for

growth

rates

for

sales

and

profits

are

not

met,

or

other

market

factors

and

macroeconomic

conditions were to change,

then our reporting units could

become significantly impaired. While

we currently believe that

our goodwill

is not impaired, different assumptions regarding

the future performance of our businesses could result in significant impairment

losses.

13

We

evaluate

the

useful

lives

of

our

intangible

assets,

primarily

intangible

assets

associated

with

the

Blue

Buffalo

,

Pillsbury

,

Totino’s

,

Old El

Paso

,

Progresso

,

Annie’s

,

Nudges

,

and

Häagen-Dazs

brands, to

determine

if they

are finite

or indefinite-

lived.

Reaching

a

determination

on

useful

life

requires

significant

judgments

and

assumptions

regarding

the

future

effects

of

obsolescence,

demand,

competition,

other

economic

factors

(such

as

the

stability

of

the

industry,

known

technological

advances,

legislative action

that results

in an

uncertain or

changing regulatory

environment, and

expected changes

in distribution

channels), the

level of required maintenance expenditures, and the expected lives of other

related groups of assets.

Our

indefinite-lived

intangible

assets

are

also

tested

for

impairment

annually

and

whenever

events

or

changes

in

circumstances

indicate

that impairment

may have

occurred.

Our estimate

of the

fair value

of the

brands is

based on

a discounted

cash flow

model

using inputs

including projected

revenues from

our long-range

plan, assumed

royalty rates which

could be

payable if we

did not

own

the brands, and

a discount rate.

If current expectations

for growth

rates for sales

and margins

are not met,

or other market

factors and

macroeconomic

conditions

were

to

change,

then

our

indefinite-lived

intangible

assets

could

become

significantly

impaired.

Our

Progresso

,

EPIC

, and

Uncle Toby’s

brands had risk of decreasing coverage and we continue to monitor these businesses.

For further information

on goodwill and intangible

assets, please refer to

Note 6 to the Consolidated

Financial Statements in Item

8 of

this report.