Mergers and acquisitions

10 K Risks

Pinnacle- The Target				Conagra-The Acquirer
Pinnacle- The Target				Conagra-The Acquirer

Risks Related to Our Business: We face significant competiton in our industry, which could only cause us to lose market share, lower prices, or increase advertising and promotional expenditures. Our success also depends on our ability to predict, identify and interpret changes in consumer preferences and develop and offer new products rapidly enough to meet those changes

Risks Related to Our Business: Deterioration of general economic conditions could harm our business and results of operations

If we lose one or more of our major customers, or if any of our major customers experience significant business interruption or enact initiatives to improve their cost structure, our results of operations could be adversely affected

Increased competition may result in reduced sales or profits

For the manufacturing, co-packing and distribution of many of our products, we primarily rely on single source providers where a significant disruption in a facility or loss of arrangements could affect our business, financial condition, and results of operations

Increases in commodity costs may have a negative impact on profits

Volatility in the market value of derivatives we use to manage exposures to fluctuations in commodity prices will cause volatility in our gross margins and net earnings

If we do not achieve the appropriate cost structure in the highly competitive food industry, our profitability could decrease

We may not realize the benefits that we expect from our Supply Chain and Administrative Efficiency Plan, or SCAE Plan

We may be subject to product liability claims and product recalls, which could negatively impact our profitability

We must identify changing consumer preferences and develop and offer food products to meet their preferences

Changes in our relationships with significant customers or suppliers could adversely affect us

The sophistication and buying power of our customers could have a negative impact on profits

If we are unable to complete proposed acquisitions or integrate acquired businesses, our financial results could be materially and adversely affected

If we are unable to complete our proposed divestitures, our financial results could be materially and adversely affected

Disruption of our supply chain could have an adverse impact on our business, financial condition, and results of operations

Any damage to our reputation could have a material adverse effect on our business, financial condition, and results of operations

If we fail to comply with the many laws applicable to our business, we may face lawsuits or incur significant fines and penalties

We are increasingly dependent on information technology, and potential disruption, cyber attacks, security problems, and expanding social media vehicles present new risks

We rely on our management team and other key personnel

Our existing and future debt may limit cash flow available to invest in the ongoing needs of our business and could prevent us from fulfilling our debt obligations

Impairment in the carrying value of goodwill or other intangibles could result in the incurrence of impairment charges and negatively impact our net worth

Our results could be adversely impacted as a result of increased pension, labor, and people-related expenses

Climate change, or legal, regulatory, or market measures to address climate change, may negatively affect our business and operations

The termination or expiration of current co-manufacturing arrangements could reduce our sales volume and adversely affect our results of operations

Ardent Mills may not achieve the benefits that are anticipated from the joint venture

Actions of activist stockholders could cause us to incure substantial costs, divert management's attention and resources, and have an adverse effect on our business

Risks Relating to our recently completed spinoff of Lamb Weston

We may be unable to achieve some or all of the benefits that we expect to achieve from the Spinoff

We may be exposed to calims and liabilities or incur operational difficulties as a result of the Spinoff

The Spinoff could result in substantial tax liability

We are vulnerable to fluctuations in the price and supply of food ingredients, packing materials, and freight

If our assessments and assumptions about commodity prices, as well as ingredient and other prices and currency exchange rates, prove to be incorrect in connection with our hedging or forward-buy efforts or planning cycles, our costs may be greater than anticipated and our financial results could be advereselt affected. Vlatility in commodity prices will impact our results of operations

We may not be able to successfully identify, evaluate, and integrate businesses we may acquire in the future and we may not be able to realize anticipated cost savings, revenue enhancements, or other synergies from such acquisitions

Litigation or claims regarding our trademarks and any other proprietary rights or termination of our material licenses may have a significant, negative impact on our business

We may be unable to drive revenue growth in our key product categories or add products that are in faster growing and more profitable categories

We may be subject to product recalls or product liability claims should the consumption of any of our products cause injury, illness, or death

Due to the seasonality of the business, our revenue and operating results may vary from quarter to quarter

We face risks associated with certain pension obligations

Our financial well-being could be jeopardized by unforseen changes in our employees' collective bargaining agreements or shifts in union policy

We and our third-party co-packers and suppliers are subject to laws and regulations relating to protection of the environment, worker health, and workplace safety. Costs to comply with these laws and regulations, or claims with respect to environmental, health and safety manners, could have a significant negative impact on our business

Unsuccessful implementation of business strategies may adversely affect our results of operations

Our operations are subject to regulation by the U.S. Food and Drug Administration, U.S. Department of Agriculture, Federal Trade Commission and other governmental entities and such regulations are subject to change from time to time which could impact how we magae our production and sale of products. Government regulations could increase our costs of production and our business could be adversely affected

Our business operations could be disrupted if our information technology systems fail to perform adequately

Failure to optimize our cupply chain or disruption of our supply chain could have an adverse effect on our business, financial condition, and results of operations

We have a significant amount of goodwill and intangible assets on our Consolidated Balance Sheets that are subject to impairment based upon future adverse changes in our business and the overall economic environment

If we are unable to retain our key management personnel, our future perfomance may be impaired and our financial condition could suffer as a result

We may not be able to utilize all of our net operating loss carryovers

Maintaining, extending, and expanding our reputation and brand image is essential to our business success

Risks Related to Our Indebtedness

Our leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to rising interest rate risk and prevent us from meeting our obligations under our indebtedness

Our debt agreements contain restirctions that will limit our flexibility in operating our business.

Risks Related to Our Common Stock and the Securities Market

Our stock price may be subject to significant volatility, and you may not be able to reselll shares of our common stock at or above the price you paid or at all, and you could lose all or part of your investment as a result

There can be no gurantee that the Company will continue to make dividend payments

Item 1A. Risk Factors

Item 1A. Risk Factors