Goodwill and Other Intangible Assets

10. Goodwill and Other Intangible Assets

As discussed in Note 3, goodwill and certain other intangible assets deemed to have indefinite useful lives are not amortized. Rather, goodwill and such indefinite-lived intangible assets are subject to annual impairment testing. Finite-lived intangible assets continue to be amortized over their respective estimated useful lives. Based on the results of the Company’s annual impairment testing of goodwill and indefinite-lived intangible assets in each of Fiscal 2012, Fiscal 2011 and Fiscal 2010, no impairment charges were deemed necessary in Fiscal 2012 and Fiscal 2011. However, a $2.0 million impairment charge to reduce the carrying value of an indefinite-lived trade name was recorded in our maurices segment in Fiscal 2010. See Note 11 for further reference. There were no cumulative goodwill losses to date.

Goodwill

The following analysis details the changes in goodwill for each reportable segment during Fiscal 2012 and Fiscal 2011:

	Justice		Lane Bryant		maurices		dressbarn		Catherines		Total
	(millions)
Balance at July 31, 2010	$	99.0	$	—	$	130.7	$	—	$	0.0	$	229.7
Acquisition-related activity		4.6		—		—		—		0.0		4.6
Balance at July 30, 2011		103.6		—		130.7		—		0.0		234.3
Acquisition-related activity		—		332.1		—		—		26.8		358.9
Balance at July 28, 2012	$	103.6	$	332.1	$	130.7	$	—	$	26.8	$	593.2

Other Intangible Assets

Other intangible assets consist of the following:

		July 28, 2012						July 30, 2011
Description		Gross Carrying Amount		Accum. Amort.			Net		Gross Carrying Amount		Accum. Amort.			Net
		(millions)
Intangible assets subject to amortization:
Proprietary technology	$	6.5	$	(4.0	)	$	2.5	$	6.5	$	(3.1	)	$	3.4
Customer relationships		2.7		(2.2	)		0.5		2.2		(2.1	)		0.1
Trade names		5.3		(0.6	)		4.7		1.6		(0.4	)		1.2
Total intangible assets subject to amortization		14.5		(6.8	)		7.7		10.3		(5.6	)		4.7

Intangible assets not subject to amortization:
Brands and trademarks		435.1		—			435.1		168.6		—			168.6
Franchise rights		10.9		—			10.9		10.9		—			10.9
Total intangible assets not subject to amortization		446.0		—			446.0		179.5		—			179.5
Total intangible assets	$	460.5	$	(6.8	)	$	453.7	$	189.8	$	(5.6	)	$	184.2

Amortization

The Company recognized amortization expense on other intangible assets of $1.2 million in Fiscal 2012, $1.4 million in Fiscal 2011, and $1.2 million in Fiscal 2010, which is classified within depreciation and amortization expense in the accompanying consolidated statements of operations. The Company amortizes its finite-lived intangible assets primarily over the following weighted-average periods: propriety technology - 6 years; customer relationships – 3 years; and finite-lived trade names – 3 years. In addition, the weighted-average life of all finite-lived intangibles assets is 4 years. Based on the amount of intangible assets subject to amortization as of July 28, 2012, the expected amortization for each of the next five fiscal years is as follows:

	Amortization Expense
	(millions)
Fiscal 2013	$	2.5
Fiscal 2014		2.5
Fiscal 2015		2.4
Fiscal 2016		0.2
Fiscal 2017		0.1
Total	$	7.7

- 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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