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Goodwill and Other Intangible Assets | 12 Months Ended
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Jan. 03, 2026
Goodwill and Other Intangible Assets |
Goodwill and Other Intangible Assets |
(6) | 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):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | January 3, 2026 | ​ | 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 | ​ | $ | 5,742 | ​ | $ | 1,058 | ​ | $ | 6,800 | ​ | $ | 5,289 | ​ | $ | 1,511
Customer relationships | ​ |  | 353,607 | ​ |  | 223,338 | ​ |  | 130,269 | ​ |  | 386,026 | ​ |  | 218,958 | ​ |  | 167,068
Total finite-lived intangible assets | ​ | $ | 360,407 | ​ | $ | 229,080 | ​ | $ | 131,327 | ​ | $ | 392,826 | ​ | $ | 224,247 | ​ | $ | 168,579
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Indefinite-Lived Intangible Assets | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Goodwill | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 543,812 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 548,231
Trademarks | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 1,059,647 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 1,117,367
Total indefinite-lived intangible assets | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 1,603,459 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 1,665,598
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total goodwill and other intangible assets | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 1,734,786 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 1,834,177
​ As of January 3, 2026, there is $6.3 million of indefinite-lived intangible trademark assets and $3.1 million of finite-lived intangible customer relationship assets included in assets held for sale related to our pending Green Giant Canada divestiture and not included in the table above. See Note 17, “Assets Held for Sale.” The changes in the carrying amount of goodwill by reporting unit for fiscal 2025 were as follows (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Specialty | ​ | Meals | ​ | Frozen & Vegetables | ​ | Spices & Flavor Solutions | ​ | Total
Balance as of December 28, 2024 | ​ | $ | 223,778 | ​ | $ | 143,020 | ​ | $ | — | ​ | $ | 181,433 | ​ | $ | 548,231
Currency translation | ​ | ​ | 332 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 332
Don Pepino divestiture | ​ | ​ | (4,751) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (4,751)
Balance as of January 3, 2026 | ​ | $ | 219,359 | ​ | $ | 143,020 | ​ | $ | — | ​ | $ | 181,433 | ​ | $ | 543,812
​ The changes in the carrying amount of indefinite-lived trademark intangible assets by reporting unit for fiscal 2025 were as follows (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Specialty | ​ | Meals | ​ | Frozen & Vegetables | ​ | Spices & Flavor Solutions | ​ | Total
Balance as of December 28, 2024 | ​ | $ | 593,134 | ​ | $ | 219,764 | ​ | $ | 31,660 | ​ | $ | 272,809 | ​ | $ | 1,117,367
Currency translation | ​ | ​ | 720 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 720
Don Pepino divestiture | ​ | ​ | (780) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (780)
Le Sueur U.S. divestiture | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (2,934) | ​ | ​ | — | ​ | ​ | (2,934)
Assets held for sale - Green Giant Canada | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (6,292) | ​ | ​ | — | ​ | ​ | (6,292)
Impairment | ​ | ​ | — | ​ | ​ | (26,000) | ​ | ​ | (22,434) | ​ | ​ | — | ​ | ​ | (48,434)
Balance as of January 3, 2026 | ​ | $ | 593,074 | ​ | $ | 193,764 | ​ | $ | — | ​ | $ | 272,809 | ​ | $ | 1,059,647
​ Amortization Expense. Amortization expense associated with finite-lived intangible assets was $20.3 million, $20.4 million and $20.8 million during fiscal 2025, 2024 and 2023, respectively, and is recorded in operating expenses. We expect to recognize $17.3 million of amortization expense associated with our finite-lived intangible assets in fiscal 2026, $12.5 million in fiscal 2027, $11.3 million in fiscal 2028, and $11.1 million in each of the fiscal years 2029 and 2030, respectively. Fiscal 2025. During the third quarter of 2025, we recorded pre-tax, non-cash impairment charges of $26.0 million related to indefinite-lived intangible trademark assets of $13.8 million and $12.2 million for the Victoria and McCann’s brands, respectively. Victoria and McCann’s are part of the Meals segment. These charges, which reflect partial impairments of each brand, were recorded in “Impairment of intangible assets” in our consolidated statement of operations for fiscal 2025. Our annual indefinite-lived tradename impairment tests for fiscal 2025 resulted in our company recording a pre-tax, non-cash impairment charge for our Green Giant brand of $22.4 million during the fourth quarter of 2025. Green Giant is part of the Frozen & Vegetables segment. This charge, which reflects full impairment of the indefinite-lived intangible trademark asset, was recorded in “Impairment of intangible assets” in our consolidated statement of operations for fiscal 2025. Our annual goodwill impairment test for fiscal 2025 was a quantitative test and resulted in no adjustments to the carrying value of our goodwill. The 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 7.00% 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. The assets comprising the Green Giant U.S. frozen divestiture described in Note 18, “Subsequent Events” did not meet the criteria to be held for sale at January 3, 2026. However, we identified a triggering event requiring an impairment assessment of the asset group. All inventory included in the asset group was determined to be saleable in the ordinary course of business, however, the long-lived assets included in the Green Giant U.S. frozen divestiture asset group were determined to be impaired. As a result of this impairment, a pre-tax, non-cash impairment charge of $12.4 million related to finite-lived intangible customer relationship assets was recorded. For all other long-lived assets in the asset group, the carrying value was determined to be equal to the fair value of the individual assets. In the third quarter of 2025, we determined that a portion of the Frozen & Vegetables reporting unit met the criteria for held-for-sale classification. We reclassified $75.6 million of inventories, $6.3 million of indefinite-lived trademark intangible assets and $3.1 million of finite-lived customer relationship intangible assets related to Green Giant Canada within the Frozen & Vegetables reporting unit to assets held for sale. We then measured the assets held for sale at the lower of their carrying value or fair value less the estimated costs to sell, and recorded pre-tax, non-cash impairment charges of $27.8 million during the third quarter of 2025. During the fourth quarter of 2025, the value of inventories included in assets held for sale decreased by $5.2 million and we recorded additional pre-tax, non-cash impairment charges of $0.7 million related to inventories included in assets held for sale. See Note 17, “Assets Held for Sale.” The market capitalization of the company as of January 3, 2026 is below our consolidated stockholders’ equity after completing all required impairment testing. We believe that the recording of the additional expected impairment associated with the Green Giant U.S. frozen divestiture described in Note 18, “Subsequent Events” and the application of a reasonable control premium rationalizes the market capitalization deficit condition observed at January 3, 2026. Fiscal 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 16, “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. As of December 28, 2024, we completed our annual goodwill impairment test for all reporting units with goodwill. This assessment was conducted using a qualitative assessment, evaluating whether it was more likely than not that the fair value of each reporting unit was below its carrying value. In performing the qualitative assessment, we considered various factors, including macroeconomic conditions, industry and market trends, the estimated fair value of reporting units determined in the first quarter of 2024 using a discounted cash flow analysis, financial performance, and other unit-specific considerations. If the qualitative assessment had indicated that a reporting unit’s fair value was more likely than not below its carrying value, we would have performed a quantitative test. Based on the results of our annual goodwill impairment test, we determined that no impairment was required. Our annual impairment tests for fiscal 2024 resulted in our company recording pre-tax, non-cash impairment charges to indefinite-lived intangible trademark assets for our Green Giant, Victoria, Static Guard and McCann’s brands of $320.0 million during the fourth quarter of 2024. Green Giant is part of the Frozen & Vegetables segment; Victoria and McCann’s are part of the Meals segment; and Static Guard is part of the Specialty segment. These charges, which reflect partial impairments of each brand, were recorded in “Impairment of intangible assets” in our consolidated statement of operations for fiscal 2024. Fiscal 2023. Our annual impairment tests for fiscal 2023 resulted in our company recording pre-tax, non-cash impairment charges to intangible trademark assets for our Baker’s Joy, Molly McButter, Sugar Twin and New York Flatbreads brands of $20.5 million in the aggregate during the fourth quarter of 2023, which is recorded in “Impairment of intangible assets” in our consolidated statement of operations for fiscal 2023. Baker’s Joy, Sugar Twin and New York Flatbreads are part of the Specialty segment and Molly McButter is part of the Spices & Flavor Solutions segment. We partially impaired the Baker’s Joy and Sugar Twin brands, and we fully impaired the Molly McButter and New York Flatbreads brands. Additionally, in connection with the divestiture of our Green Giant U.S. shelf-stable product line during the fourth quarter of 2023, we reclassified $115.3 million of indefinite-lived trademark intangible assets, $82.3 million of inventories and $4.1 million of finite-lived customer relationship intangible assets to assets held for sale as of the end of the third quarter of 2023. We then measured the assets held for sale at the lower of their carrying value or fair value less the estimated costs to sell, and recorded pre-tax, non-cash charges of $132.9 million during the third quarter of 2023. See Note 3, “Acquisitions and Divestitures.” Our annual impairment test for fiscal 2023 resulted in no adjustments to the carrying value of our goodwill. Potential Future Impairments. 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.”

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