GOODWILL AND INTANGIBLE ASSETS

9 Months Ended

Jul. 24, 2016

NOTE DGOODWILL AND INTANGIBLE ASSETS

The carrying amounts of goodwill for the third quarter and nine months ended July 26, 2016, are presented in the table below. Additions during the third quarter relate to the acquisition of Justin’s on May 26, 2016and are preliminary pending final working capital and purchase accounting adjustments. Reductions during the third quarter are due to the sale of Diamond Crystal Brands (DCB) on May 9, 2016. Impairment charges during the first nine months of fiscal 2016 relate to the write-down of the Company’s assets held for sale. See additional discussion regarding the Company’s assets held for sale in Note E. The purchase adjustments represent final purchase accounting adjustments related to the Applegate acquisition.

(in thousands)	Grocery Products			Refrigerated Foods			JOTS		Specialty Foods		International & Other			Total
Balance as of April 24, 2016	$		322,421	$		584,561	$	203,214	$	455,425	$		132,749	$	1,698,370
Goodwill acquired	273,853			-			-		-		-			273,853
Goodwill sold	-			-			-		(50,134)		-			(50,134		)
Purchase adjustments	-			(118)			-		-		-			(118		)

Balance as of July 24, 2016	$		596,274	$		584,443	$	203,214	$	405,291	$		132,749	$	1,921,971


(in thousands)	Grocery Products			Refrigerated Foods			JOTS		Specialty Foods		International & Other			Total

Balance as of October 25, 2015	$	322,421		$	584,684		$	203,214	$	456,416	$	132,749		$	1,699,484
Goodwill acquired		273,853			-			-		-		-			273,853
Goodwill sold		-			-			-		(50,134)		-			(50,134	)
Purchase adjustments		-			(241)			-		-		-			(241	)
Impairment charge		-			-			-		(991)		-			(991	)

Balance as of July 24, 2016	$	596,274		$	584,443		$	203,214	$	405,291	$	132,749		$	1,921,971

The gross carrying amount and accumulated amortization for definite-lived intangible assets are presented in the table below.

(in thousands)	July 24, 2016				October 25, 2015
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Customer lists/relationships	$	82,440	$	(19,229)	$	83,190	$	(13,939)
Formulas and recipes	1,950		(1,744)		7,490		(6,865)
Proprietary software and technology	-		-		7,010		(6,901)
Other intangibles	2,120		(1,360)		2,370		(1,195)

Total	$	86,510	$	(22,333)	$	100,060	$	(28,900)

Amortization expense was $2.5 million and $6.5 million for the third quarter and nine months ended July 24, 2016, respectively, compared to $2.3 million and $6.3 million for the third quarter and nine months ended July 26, 2015.

Estimated annual amortization expense for the five fiscal years after October 25, 2015, is as follows:

(in millions)
2016		$ 8.0
2017		7.5
2018		7.0
2019		7.0
2020		6.8

The carrying amounts for indefinite-lived intangible assets are presented in the table below. Reductions during the third quarter are due to the sale of the Company’s assets held for sale on May 9, 2016.

(in thousands)	July 24, 2016		October 25, 2015
Brands/tradenames/trademarks	$	743,075	$		748,075
Other intangibles	7,984		7,984

Total	$	751,059	$	756,059

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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