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Goodwill and Other Intangible Assets | 3 Months Ended
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Mar. 29, 2025
Goodwill and Other Intangible Assets |
Goodwill and Other Intangible Assets |
(5) | Goodwill and Other Intangible Assets
The carrying amounts of goodwill and other intangible assets, as of the dates indicated, consist of the following (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | March 29, 2025 | ​ | December 28, 2024
​ | Gross Carrying |  | Accumulated |  | Net Carrying |  | Gross Carrying |  | Accumulated |  | Net Carrying
​ | Amount | ​ | Amortization | ​ | Amount | ​ | Amount | ​ | Amortization | ​ | Amount
Finite-Lived Intangible Assets | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Trademarks | $ | 6,800 | ​ | $ | 5,402 | ​ | $ | 1,398 | ​ | $ | 6,800 | ​ | $ | 5,289 | ​ | $ | 1,511
Customer relationships |  | 386,042 | ​ |  | 223,957 | ​ |  | 162,085 | ​ |  | 386,026 | ​ |  | 218,958 | ​ |  | 167,068
Total finite-lived intangible assets | $ | 392,842 | ​ | $ | 229,359 | ​ | $ | 163,483 | ​ | $ | 392,826 | ​ | $ | 224,247 | ​ | $ | 168,579
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Indefinite-Lived Intangible Assets | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Goodwill | ​ | ​ | ​ | ​ | ​ | ​ | $ | 548,277 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 548,231
Trademarks | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 1,117,468 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 1,117,367
Total indefinite-lived intangible assets | ​ | ​ | ​ | ​ | ​ | ​ | $ | 1,665,745 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 1,665,598
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total goodwill and other intangible assets | ​ | ​ | ​ | ​ | ​ | ​ | $ | 1,829,228 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 1,834,177
​ The changes in the carrying amount of goodwill by operating segment for the first quarter of 2025 were as follows (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Specialty | ​ | Meals | ​ | Frozen & Vegetables | ​ | Spices & Flavor Solutions | ​ | Total
Balance as of December 31, 2024 | $ | 223,778 | ​ | $ | 143,020 | ​ | $ | — | ​ | $ | 181,433 | ​ | $ | 548,231
Currency translation | ​ | 46 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 46
Balance as of March 29, 2025 | $ | 223,824 | ​ | $ | 143,020 | ​ | $ | — | ​ | $ | 181,433 | ​ | $ | 548,277
​ The changes in the carrying amount of indefinite-lived trademark intangible assets by reporting unit for the first quarter of 2025 were as follows (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Specialty | ​ | Meals | ​ | Frozen & Vegetables | ​ | Spices & Flavor Solutions | ​ | Total
Balance as of December 31, 2024 | $ | 593,134 | ​ | $ | 219,764 | ​ | $ | 31,660 | ​ | $ | 272,809 | ​ | $ | 1,117,367
Currency translation | ​ | 101 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 101
Balance as of March 29, 2025 | $ | 593,235 | ​ | $ | 219,764 | ​ | $ | 31,660 | ​ | $ | 272,809 | ​ | $ | 1,117,468
​ Amortization expense associated with finite-lived intangible assets was $5.1 million for each of the first quarter of 2025 and the first quarter of 2024, and is recorded in operating expenses. We expect to recognize an additional $15.3 million of amortization expense associated with our finite-lived intangible assets during the remainder of fiscal 2025, and thereafter $19.7 million in fiscal 2026, $14.8 million in fiscal 2027, $12.9 million in fiscal 2028, $12.7 million in fiscal 2029, and $12.7 million in fiscal 2030. We did not recognize any impairment charges for goodwill or indefinite-lived intangible assets for the first quarter of 2025 or for indefinite-lived intangible assets for the first quarter of 2024. During the first quarter of 2024, we reorganized our reporting structure from one reportable segment to four reportable segments: Specialty, Meals, Frozen & Vegetables and Spices & Flavor Solutions, which are further described in Note 17, “Business Segment Information.” The change in the reporting structure required us to reassign assets and liabilities, including goodwill, among the four reporting units (which are the same as our reportable segments) and complete a goodwill impairment test, both prior to and subsequent to the change, comparing the fair values of the reporting units to the carrying values, and evaluate other assets in the reporting units for impairment, including indefinite-lived intangible assets (trademarks). [The allocation was based on specific identification where possible and, where necessary, based on an allocation method. With respect to trademarks and other intangible assets, specific identification was used to assign them to a reporting unit. Corporate related assets and liabilities were not allocated to reporting units, which were identified as cash, debt, dividends payable and fixed assets for the corporate headquarters.] [We allocated our goodwill to each of our reporting units, based on the percentage of the relative fair value of each of our reporting units.] The relative fair value of our reporting units was estimated using a discounted cash flow analysis, which required us to estimate future cash flows as well as to select a risk-adjusted discount rate to measure the present value of the anticipated cash flows. When determining future cash flow estimates, we consider historical results adjusted to reflect current and anticipated operating conditions. We estimate cash flows for a reporting unit over a discrete period and a terminal period (considering expected long-term growth rates and trends). We used a discount rate of 8.00% and a terminal growth rate that was flat in estimating the fair value of our reporting units. Estimating the fair value of individual reporting units requires us to make assumptions and estimates in areas such as future economic conditions, industry-specific conditions, product pricing, and necessary capital expenditures. The use of different assumptions or estimates for future cash flows, discount rates, or terminal growth rates could produce substantially different estimates of the fair value. During the first quarter of 2024, we completed an interim goodwill impairment test, both prior to and subsequent to the change in reporting structure described above, by comparing the fair values of the reporting units to the carrying values. As a result of this goodwill impairment test during the first quarter of 2024, we recognized pre-tax, non-cash goodwill impairment charges of $70.6 million within our Frozen & Vegetables reporting unit, which is recorded in “Impairment of goodwill” in our consolidated statement of operations for fiscal 2024. [If future revenues and contributions to our operating results for any of our brands or operating segments, including any recently impaired brands and any newly acquired brands, deteriorate, at rates in excess of our current projections, we may be required to record additional non-cash impairment charges to certain intangible assets, including trademarks and goodwill.] In addition, any significant decline in our market capitalization or changes in discount rates, even if due to macroeconomic factors, could put pressure on the carrying value of our goodwill or the goodwill of any of our operating segments. A determination that all or a portion of our goodwill or indefinite-lived intangible assets are impaired, although a non-cash charge to operations, could have a material adverse effect on our business, consolidated financial condition and results of operations. For a further discussion of our annual impairment testing of goodwill and indefinite-lived intangible assets (trademarks), see Note 2(g), “Summary of Significant Accounting Policies—Goodwill and Other Intangible Assets” to our 2024 Annual Report on Form 10-K.

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