GOODWILL AND INTANGIBLE ASSETS

9 Months Ended

Sep. 30, 2011


NOTE 5:	GOODWILL AND INTANGIBLE ASSETS

We completed two acquisitions during the thirty-nine weeks ended September 30, 2011 for a total purchase price of $17.4 million of which $10.6 million will be paid in the future. The assets acquired and liabilities assumed were recorded at the date of acquisition at their respective estimated fair values. Assets acquired included finite lived intangible assets of $1.8 million with an estimated weighted average useful life of 4.6 years. The excess of the purchase price over the estimated fair values of the net assets acquired in the amount of $11.2 million was recorded as goodwill. These acquisitions were not individually or in the aggregate material to our consolidated results of operations and as such, pro forma financial statements were not required.

The following is a summary of the changes in carrying amount of Goodwill for the thirty-nine weeks ended September 30, 2011 (in millions):



	Carrying Amount
Goodwill as of December 31, 2010	$	36.9
Acquisitions	11.2
Goodwill as of September 30, 2011	$	48.1

The following table presents our purchased intangible assets other than Goodwill (in millions):



	September 30, 2011							December 31, 2010
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Amortizable intangible assets (1):
Customer relationships	$	19.1	$	(7.7	)	$	11.4	$	18.0	$	(6.2	)	$	11.8
Trade name/trademarks	3.3		(1.2		)	2.1		3.0		(0.9		)	2.1
Non-compete agreements	2.5		(1.6		)	0.9		2.1		(1.3		)	0.8
	$	24.9	$	(10.5	)	$	14.4	$	23.1	$	(8.4	)	$	14.7
Indefinite-lived intangible assets:
Trade name/trademarks	$	5.8	$	—		$	5.8	$	5.8	$	—		$	5.8

____________________

(1)Excludes intangible assets that are fully amortized or written off due to impairment.

Total amortization expense was $0.8 million and $0.7 million for the thirteen weeks ended September 30, 2011 and September 24, 2010, respectively. Amortization expense was $2.1 million and $2.0 million for each of the thirty-nine weeks ended September 30, 2011 and September 24, 2010, respectively.

Amortization expense of intangible assets for the next five years and thereafter is as follows (in millions):



Remainder of 2011	$	0.8
2012	3.1
2013	2.7
2014	2.6
2015	2.6
Thereafter	2.6
	$	14.4

We did not perform an interim impairment test of our goodwill and indefinite-lived intangibles assets during the thirty-nine weeks ended September 30, 2011 as we noted no significant indicators of impairment.

- 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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