XML 25 R14.htm IDEA: XBRL DOCUMENT v3.25.2
Business Acquisitions
6 Months Ended
Jun. 28, 2025
Business Acquisitions [Abstract]  
Business Acquisitions
Note 6
 
Business Acquisitions
Our acquisition strategy is focused on investments in companies that
 
add new customers and sales teams, increase
our geographic footprint (whether entering a new country, such as emerging markets, or building scale where we
have already invested in businesses), and finally, those that enable us to access new products and technologies.
2025 Acquisitions
During the six months ended June 28, 2025, we acquired companies
 
within the Global Distribution and Value-
Added Services and Global Specialty Products segments.
 
We acquired ownership interest in these companies
ranging from
64
% to
100
%.
The following table aggregates the preliminary estimated fair value, as of
 
the date of the acquisition, of
consideration paid and net assets acquired for acquisitions during the six months
 
ended June 28, 2025:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preliminary
Allocation as of
June 28, 2025
Acquisition consideration:
Cash
$
96
Deferred consideration
1
Estimated fair value of contingent consideration payable
10
Fair value of previously held equity method investment
7
Noncontrolling interests
24
Total consideration
$
138
Identifiable assets acquired and liabilities assumed:
Current assets
$
14
Intangible assets
66
Other noncurrent assets
5
Current liabilities
(2)
Deferred income taxes
(11)
Other noncurrent liabilities
(4)
Total identifiable
 
net assets
68
Goodwill
70
Total net assets acquired
$
138
The accounting for acquisitions in the six months ended June 28, 2025 has not been
 
completed in several areas,
including, but not limited to, pending assessment of certain assets,
 
including identifiable intangibles, and liabilities.
Goodwill is a result of the synergies and cross-selling opportunities that these acquisitions
 
are expected to provide
for us, as well as the expected growth potential.
 
The majority of the acquired goodwill is not deductible for tax
purposes.
The impact of these acquisitions, individually and in the aggregate, was
 
not considered material to our condensed
consolidated financial statements.
Pro forma financial information since the acquisition date has not been presented
 
because the impact of these
acquisitions was immaterial to our condensed consolidated
 
financial statements.
The following table summarizes the intangible assets acquired during the six
 
months ended June 28, 2025:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2025
Weighted Average
 
Useful
Lives (in years)
Customer relationships and lists
56
11
Trademarks / Tradenames
5
6
Patents
4
10
Non-compete agreements
1
5
Total
$
66
The impact of these acquisitions, individually and in the aggregate, was
 
not considered material to our condensed
consolidated financial statements.
Pro forma financial information since the acquisition date has not been presented
 
because the impact of these
acquisitions was immaterial to our condensed consolidated
 
financial statements.
2024 Acquisitions
Acquisition of TriMed
On April 1, 2024, we acquired a
60
% voting equity interest in TriMed Inc. (“TriMed”), a global developer of
solutions for the orthopedic treatment of lower and upper extremities, headquartered
 
in California, for consideration
of $
315
 
million.
 
This acquisition is reported in our Global Specialty Products segment.
 
During the year ended
December 28, 2024, we completed the accounting for this acquisition.
The following table aggregates the final fair value, as of the date of the acquisition,
 
of consideration paid and net
assets acquired in the TriMed acquisition:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Final Allocation
Acquisition consideration:
Cash
$
141
Deferred consideration
21
Redeemable noncontrolling interests
153
Total consideration
$
315
Identifiable assets acquired and liabilities assumed:
Current assets
$
35
Intangible assets
221
Other noncurrent assets
10
Current liabilities
(7)
Deferred income taxes
(62)
Other noncurrent liabilities
(6)
Total identifiable
 
net assets
191
Goodwill
124
Total net assets acquired
$
315
Goodwill is a result of synergies that are expected to originate from the acquisition as well as
 
the expected growth
potential of TriMed.
 
The acquired goodwill is not deductible for tax purposes.
The intangible assets acquired consisted of product development of $
204
 
million, trademarks and tradenames of $
9
million, and in-process research and development of $
8
 
million.
 
Weighted average useful lives for these acquired
intangible assets were
9
 
years,
7
 
years and indefinite-lived, respectively.
 
Except for in-process research and
development (“IPR&D”), intangible assets acquired as a result of the
 
TriMed acquisition are being amortized over
 
their estimated useful lives using the straight-line method of amortization.
 
IPR&D is accounted for as an
indefinite-lived intangible asset and is not amortized until completion or
 
abandonment of the associated research
and development efforts.
 
IPR&D is tested for impairment annually or periodically if
 
an indicator of impairment
exists during the period until completion.
Pro forma financial information and TriMed’s revenue and earnings since the acquisition date have not been
presented because the impact of the TriMed acquisition was immaterial to our condensed consolidated
 
financial
statements.
Other 2024 Acquisitions
During the year ended December 28, 2024, we acquired companies within
 
the Global Distribution and Value-
Added Services and Global Specialty Products segments.
 
Our acquired ownership interest in these companies
range from
51
% to
100
%.
 
Total consideration for these acquisitions was $
113
 
million (including cash paid of $
62
million, fair value of previously held equity investment of $
30
 
million, noncontrolling interest of $
18
 
million,
estimated fair value of contingent consideration payable of $
2
 
million, and deferred consideration of $
1
 
million).
 
Net assets acquired primarily consisted of $
60
 
million of goodwill and $
64
 
million of intangible assets.
 
The
intangible assets acquired consisted of customer relationships and lists of
 
$
33
 
million, trademarks and tradenames
of $
24
 
million, product development of $
5
 
million and non-compete agreements of $
2
 
million.
 
Weighted average
useful lives for these acquired intangible assets were
11
 
years,
7
 
years,
9
 
years and
5
 
years, respectively.
During the three and six months ended June 28, 2025 we completed
 
the accounting for all acquisitions that occurred
in the year ended December 28, 2024.
 
We did not record material adjustments in our condensed consolidated
financial statements relating to changes in estimated values of assets
 
acquired, liabilities assumed or contingent
consideration assets and liabilities in respect to these acquisitions.
Goodwill is a result of the synergies and cross-selling opportunities that these acquisitions
 
are expected to provide
for us, as well as the expected growth potential.
 
The majority of the acquired goodwill is not deductible
 
for tax
purposes.
Pro forma financial information for our 2024 acquisitions has not been
 
presented because the impact of the
acquisitions was immaterial to our condensed consolidated
 
financial statements.
Acquisition Costs
During the three and six months ended June 28, 2025, we incurred $
1
 
million and $
3
 
million in acquisition costs,
respectively.
 
During the three and six months ended June 29, 2024, we
 
incurred $
1
 
million and $
3
 
million in
acquisition costs, respectively.
 
These costs are included in selling, general and administrative
 
in our condensed
consolidated statements of income.