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GOODWILL AND INTANGIBLE ASSETS GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended
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Jan. 26, 2019
Goodwill and Intangible Assets Disclosure [Abstract] |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS We account for acquired businesses using the purchase method of accounting, which requires that the assets acquired and liabilities assumed be recorded at the acquisition date at their respective estimated fair values. Goodwill represents the excess acquisition cost over the fair value of net assets acquired in a business combination. Goodwill is assigned to the reporting units that are expected to benefit from the synergies of the business combination that generated the goodwill. The Company has seven goodwill reporting units, three of which represent separate operating segments and are aggregated within the Wholesale reportable segment, three of which are separate operating segments that do not qualify as separate reportable segments, and a single retail reporting unit, which is included within discontinued operations. Goodwill reporting units are evaluated for events or changes in circumstances indicating a goodwill reporting unit has changed. Relative fair value allocations are performed when components of an aggregated goodwill reporting unit become separate reporting units. During fiscal 2019, a relative fair value allocation was performed when the Canada Wholesale reporting unit became a separate operating segment and reporting unit. In conjunction with the acquisition of Supervalu, goodwill resulting from the acquisition was assigned to the Supervalu Wholesale reporting unit and the legacy Company Wholesale reporting unit, as both of these reporting units are expected to benefit from the synergies of the business combination. The assignment was based on the relative synergistic value estimated as of the acquisition date. This systematic approach utilized the relative cash flow contributions and value created from the acquisition to each reporting unit on a stand-alone basis. As of the acquisition date, approximately $121 million was attributed to the legacy Company Wholesale reporting unit, which is preliminary and subject to the final determinations of the fair value of net assets acquired and a proportionate assignment adjustment between the Supervalu Wholesale reporting unit and the legacy Company reporting unit. The Company reviews goodwill for impairment at least annually and more frequently if events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is below its carrying amount. The annual review for goodwill impairment is performed as of the first day of the fourth quarter of each fiscal year. The Company tests for goodwill impairment at the reporting unit level, which is at or one level below the operating segment level. Goodwill Impairment Review During the first quarter of fiscal 2019, the Company experienced a decline in its stock price and market capitalization. During the second quarter of fiscal 2019, the stock price continued to decline, and the decline in the stock price and market capitalization became significant and sustained. Due to this sustained decline in stock price, the Company determined that it was more likely than not that the carrying value of the Supervalu Wholesale reporting unit exceeded its fair value and performed an interim quantitative impairment test of goodwill. The Company estimated the fair values of all reporting units using both the market approach, applying a multiple of earnings based on guidelines for publicly traded companies, and the income approach, discounting projected future cash flows based on management’s expectations of the current and future operating environment for each reporting unit. The calculation of the impairment charge includes substantial fact-based determinations and estimates including weighted average cost of capital, future revenue, profitability, cash flows and fair values of assets and liabilities. The rates used to discount projected future cash flows under the income approach reflect a weighted average cost of capital of 10%, which considered guidelines for publicly traded companies, capital structure and risk premiums, including those reflected in the current market capitalization. The Company corroborated the reasonableness of the estimated reporting unit fair values by reconciling to its enterprise value and market capitalization. Based on this analysis, the Company determined that the carrying value of its Supervalu Wholesale reporting unit exceeded its fair value by an amount that exceeded the assigned goodwill as of the acquisition date. As a result, the Company recorded a goodwill impairment charge of $370.9 million, which is reflected in Goodwill and asset impairment charges in the Condensed Consolidated Statements of Income for the second quarter of fiscal 2019. The goodwill impairment charge reflects all of Supervalu Wholesale’s reporting unit goodwill, based on the preliminary acquisition date assigned fair values. The goodwill impairment charge recorded in the second quarter of fiscal 2019 is subject to change based upon the final purchase price allocation during the measurement period for estimated fair values of assets acquired and liabilities assumed from the Supervalu acquisition. There can be no assurance that such final assessments will not result in material increases or decreases to the recorded goodwill impairment charge based upon the preliminary purchase price allocations, due to changes in the provisional opening balance sheet estimates of goodwill. The Company’s estimates and assumptions are subject to change during the measurement period (up to one year from the acquisition date). Refer to Note 4. “Acquisitions” for further information about the preliminary purchase price allocation and provisional goodwill estimated as of the acquisition date. 2018 Earth Origins Market Impairment During the second quarter of fiscal 2018, the Company made the decision to close three non-core, under-performing stores of its total twelve stores. Based on this decision, coupled with the decline in results in the first half of fiscal 2018 and the future outlook as a result of competitive pressure, the Company determined that both a test for recoverability of long-lived assets and a goodwill impairment analysis should be performed. The determination of the need for a goodwill analysis was based on the assertion that it was more likely than not that the fair value of the reporting unit was below its carrying amount. As a result of both these analyses, the Company recorded a total impairment charge of $3.4 million on long-lived assets and $7.9 million to goodwill, respectively, during the second quarter of fiscal 2018. During the fourth quarter of fiscal 2018 the Company disposed of its Earth Origins retail business. Goodwill and Intangible Assets Changes Changes in the carrying value of Goodwill by reportable segment that have goodwill consisted of the following:
(in thousands) | Wholesale |  | Other |  | Total
Goodwill as of July 28, 2018 | $ | 352,342 |  | (1) | $ | 10,153 |  | (2) | $ | 362,495 |
Preliminary goodwill from current fiscal year business combinations | 491,695 |  |  | — |  |  | 491,695 |
Impairment charge | (370,871 | ) |  | — |  |  | (370,871 | )
Other adjustments | (1,952 | ) |  | — |  |  | (1,952 | )
Change in foreign exchange rates | (272 | ) |  | — |  |  | (272 | )
Goodwill as of January 26, 2019 | $ | 470,942 |  | (1) | $ | 10,153 |  | (2) | $ | 481,095 |
(1) | Amounts are net of accumulated goodwill impairment charges of $0.0 million and $370.9 million as of July 28, 2018 and January 26, 2019, respectively.
(2) | Amounts are net of accumulated goodwill impairment charges of $9.3 million as of both July 28, 2018 and January 26, 2019.
Identifiable intangible assets consisted of the following:
| January 26, 2019 |  | July 28, 2018
(in thousands) | Gross Carrying Amount |  | Accumulated Amortization |  | Net |  | Gross Carrying Amount |  | Accumulated Amortization |  | Net
Amortizing intangible assets: |  |  |  |  |  |  |  |  |  |  |
Customer relationships | $ | 982,097 |  |  | $ | 79,756 |  |  | $ | 902,341 |  |  | $ | 197,246 |  |  | $ | 61,543 |  |  | $ | 135,703 |
Non-compete agreements | 13,900 |  |  | 2,805 |  |  | 11,095 |  |  | 2,900 |  |  | 1,914 |  |  | 986 |
Operating lease intangibles | 23,658 |  |  | 594 |  |  | 23,064 |  |  | — |  |  | — |  |  | — |
Trademarks and tradenames | 67,700 |  |  | 5,790 |  |  | 61,910 |  |  | 1,700 |  |  | 981 |  |  | 719 |
Total amortizing intangible assets | 1,087,355 |  |  | 88,945 |  |  | 998,410 |  |  | 201,846 |  |  | 64,438 |  |  | 137,408 |
Indefinite lived intangible assets: |  |  |  |  |  |  |  |  |  |  |
Trademarks and tradenames | 55,812 |  |  | — |  |  | 55,812 |  |  | 55,801 |  |  | — |  |  | 55,801 |
Intangible assets, net | $ | 1,143,167 |  |  | $ | 88,945 |  |  | $ | 1,054,222 |  |  | $ | 257,647 |  |  | $ | 64,438 |  |  | $ | 193,209 |
Amortization expense was $24.6 million and $7.5 million for 26-week periods ended January 26, 2019 and January 27, 2018, respectively. The estimated future amortization expense for each of the next five fiscal years and thereafter on definite lived intangible assets existing as of January 26, 2019 is shown below:
Fiscal Year: | (In thousands)
Remaining fiscal 2019 | $ | 41,940 |
2020 | 79,953 |
2021 | 69,194 |
2022 | 65,225 |
2023 | 65,642 |
2024 and thereafter | 676,456 |
| $ | 998,410 |

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- 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. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -URI http://asc.fasb.org/topic&trid=2144416 + Details
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