MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Company management is responsible for establishing and maintaining adequate internal control over financial reporting (as is defined in the Exchange Act Rule 13a-15(f)). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting has inherent limitations and may not prevent or detect all misstatements. Therefore, even if determined to be effective can provide only reasonable assurance with respect to the reliability of financial reporting and the preparation of our financial statements. We used the framework set forth in "Internal Control Integrated Framework" published by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") to evaluate the effectiveness of our internal control over financial reporting as of July31, 2013. Based on that evaluation, our management determined that material weaknesses in our internal control over financial reporting existed as of July31, 2013, as described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. As a result, management has concluded that the Company's internal control over financial reporting was not effective as of July31, 2013. We have reviewed the results of management's assessment with the Audit Committee of our Board of Directors. The material weaknesses in our internal control over financial reporting as of July31, 2013 were:

Complex and Non-routine Transactions We did not maintain effective controls over the accounting for complex and non-routine transactions. Specifically, we did not utilize sufficient technical accounting capabilities related to complex and non-routine transactions.

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Journal Entries We did not design and maintain effective controls over manual journal entries. Specifically, some key accounting personnel had the ability to both and post manual journal entries without an independent review by someone without the ability to and post journal entries.

The complex and non-routine transactions material weakness resulted in audit adjustments related to currency translation associated with the allocation of goodwill to reporting units resulting from a change in segments, impairment of a long-lived intangible asset resulting from facility closure, classification of restricted cash on the consolidated statement of cash flows and the restatement of the Company's condensed consolidated financial statements for the three and six months ended January31, 2013 to correct diluted earnings (loss) per share. The journal entry material weakness did not result in any audit adjustments or misstatements. Additionally, these material weaknesses could result in misstatements of the consolidated financial statements that would result in a material misstatement of the annual or interim consolidated financial statements that would not be prevented or detected.

PricewaterhouseCoopers LLP, our independent registered public accounting firm, which audited our consolidated financial statements, has issued a report on the effectiveness of our internal control over financial reporting as of July31, 2013, as stated in their report which appears under Item8.

Remediation Efforts

We previously identified and disclosed in our Annual Report onForm10-Kfor the period ended July31, 2012, material weaknesses in our internal control over financial reporting relating to the control environment, walnut grower accounting, and accounts payable and accrued expenses. Management has concluded these material weaknesses were remediated as of July31, 2013, based on the testing and evaluation of the effectiveness of our remediation steps that we have implemented during fiscal 2013.

We have developed certain remediation steps to address the other material weaknesses discussed above and to improve our internal control over financial reporting. If not remediated, these control deficiencies could result in further material misstatements to our financial statements. The Company and the Board take the control and integrity of the Company's financial statements seriously and believe that the remediation steps described below are essential to maintaining a strong internal control environment. The following remediation steps are among the measures that will be implemented by the Company as soon as practicable:

Complex and Non-routine Transactions

Continued evaluation and enhancement of internal technical accounting capabilities, augmented by the use of third-party advisors and consultants to assist with areas requiring specialized technical accounting expertise and reviewed by management.

Develop and implement technical accounting training, led by appropriate technical accounting experts, to enhance awareness and understanding of standards and principles related to relevant complex technical accounting topics.

Journal Entries

Modify accounting system access to ensure that all manual journal entries are independently reviewed by someone who does not have the ability to both and post manual journal entries.

From the text above please answer the following questions:

1. Identify the material weaknesses that management described in its report on internal control.
2. Why would management consider these deficiencies to be material weaknesses?
3. Are misstatements necessary for management to conclude that a control deficiency is a material weakness? Explain.
4. What process would Diamond's management have gone through to identify these material weaknesses?