Acquisitions (Tables)

6 Months Ended

Jul. 28, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of allocation of transaction price to the fair value of identifiable assets acquired and liabilities assumed

The following table represents the preliminary allocation of the transaction price to the fair value of identifiable assets acquired and liabilities assumed in the Fiscal 2024 Acquisitions and final allocation of the transaction price to the fair value of identifiable assets acquired and liabilities assumed in the Fiscal 2023 Acquisitions. The allocations are preliminary for items including review of working capital balances and the completion of intangible asset valuations.

	Fiscal 2024 Acquisitions(1)		Fiscal 2023 Acquisitions
Cash	$	31	$	5
Receivables	66		28
Inventories	91		38
Intangible assets	233		76
Goodwill	281		17
Property, plant and equipment	12		24
Operating lease right-of-use assets	12		7
Other assets, current and non-current	1		4
Total assets acquired	727		199
Accounts payable	30		9
Deferred income taxes	38		8
Operating lease liabilities, current and non-current	12		7
Deferred consideration	13		9
Other liabilities, current and non-current	7		7
Net assets acquired	$	627	$	159

(1) Amounts include the preliminary purchase price allocation of Dana Kepner net assets of $257 million to goodwill, $184 million to intangible assets, $92 million to net working capital, $29 million to cash and $8 million to fixed assets. Additionally, includes a deferred income tax liability of $33 million for the Dana Kepner acquisition.

Schedule of reconciliation of total consideration to net assets acquired

The net outflow of cash in respect of the purchase of businesses is as follows:

	Fiscal 2024 Acquisitions		Fiscal 2023 Acquisitions
Net assets acquired	$	627	$	159
Less: Working capital adjustment	—		(3)
Less: Cash acquired in acquisition	(31)		(5)
Total consideration, net of cash; investing cash outflow	$	596	$	151

Schedule of intangible assets acquired and assumptions utilized in the valuation

A summary of the intangible asset acquired and assumptions utilized in the valuation for the Fiscal 2024 Acquisitions and Fiscal 2023 Acquisitions is as follows:

	Intangible Asset Amount		Weighted Average Amortization Period	Weighted Average Discount Rate		Weighted Average Attrition Rate
Customer Relationships
Fiscal 2024 Acquisitions (1)	$	230	10 years	13.4	%	12.5	%
Fiscal 2023 Acquisitions	76		10 years	16.2	%	12.6	%
Trademark
Fiscal 2024 Acquisitions	$	3	5 years	13.0	%	N/A

(1) Customer relationships acquired and assumptions utilized in the valuation for the Dana Kepner acquisition were as follows: $181 million customer relationship intangible asset, 10 years amortization period, 13.0% discount rate and 12.5% attrition rate.

Schedule of pro forma information

The following pro forma information has been prepared for comparative purposes only and is not necessarily indicative of the results of operations as they would have been had the Dana Kepner acquisition occurred on the assumed date, nor is it necessarily an indication of future operating results. In addition, the pro forma information does not reflect the cost of any integration activities, benefits from any synergies that may be derived from the Dana Kepner acquisition or revenue growth that may be anticipated.

	Three Months Ended			Six Months Ended
		July 30, 2023		July 28, 2024		July 30, 2023
Net sales		$	1,956	$	3,734	$	3,604
Net income		164		228		292