GOODWILL AND INTANGIBLE ASSETS

9 Months Ended

Oct. 06, 2012

NOTE 10—GOODWILL AND INTANGIBLE ASSETS

Goodwill has been allocated to Dole’s reporting segments as follows:


	Fresh Fruit			Fresh Vegetables		Packaged Foods		Total
	(In thousands)
Balance as of December 31, 2011	$	272,743		$	84,759	$	60,611	$	418,113
Additions		—			—		6,853		6,853
Disposals		(11,000	)		—		—		(11,000	)

Balance as of October 6, 2012	$	261,743		$	84,759	$	67,464	$	413,966

During the first quarter of 2012, Dole completed the sale of a German subsidiary in the fresh fruit segment. As a result of the sale, $11 million of goodwill attributable to this subsidiary was written-off. Refer to Note 9—Assets-Held-For-Sale and Actively Marketed Land for further information.

During the first quarter of 2012, Dole completed the acquisition of Mrs. May’s Naturals, Inc. (“Mrs. May’s”), a company committed to providing consumers with wholesome snacks for a healthier lifestyle. Mrs. May’s is part of the packaged foods segment. Pursuant to the terms of the merger agreement, Dole purchased Mrs. May’s for total consideration of approximately $15 million, plus an annual earn-out between $0 and $0.5 million payable in 2013, 2014 and 2015. The acquisition resulted in goodwill of $6.9 million. In addition, Dole recorded $9.3 million of intangible assets consisting of $7.1 million for customer relationships and $2.2 million for trade names.

Dole’s Fresh Vegetables goodwill balance as of December 31, 2011 has been retrospectively adjusted to reflect an increase in goodwill and a corresponding increase in accrued liabilities of $1.3 million related to the fourth quarter 2011 SunnyRidge Farms (“SunnyRidge”) acquisition. During the second quarter of 2012, Dole was able to determine the amount of additional consideration owed to the former shareholders of SunnyRidge related to certain tax matters.

Details of Dole’s intangible assets were as follows:


	October 6, 2012			December 31, 2011
	(In thousands)
Amortized intangible assets:
Customer relationships	$	66,601		$	59,501
Other amortized intangible assets		18,023			15,231

		84,624			74,732
Accumulated amortization—customer relationships		(36,815	)		(31,755	)
Other accumulated amortization		(2,198	)		(579	)

Accumulated amortization—intangible assets		(39,013	)		(32,334	)

Amortized intangible assets, net		45,611			42,398
Indefinite-lived intangible assets:
Trademark and trade names		689,615			689,615

	$	735,226		$	732,013

Amortization expense of intangible assets totaled $2.4 million and $1.1 million in the quarters ended October 6, 2012 and October 8, 2011, respectively, and $6.3 million and $2.9 million for the three quarters ended October 6, 2012 and October 8, 2011, respectively.

As of October 6, 2012, the estimated amortization expense associated with Dole’s intangible assets for the remainder of 2012 and in each of the next four fiscal years is as follows (in thousands):


Fiscal Year	Amount
2012 (remainder of the year)	$	1,796
2013	$	6,654
2014	$	5,998
2015	$	5,998
2016	$	5,522
Thereafter	$	19,643

- 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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