3. Acquisitions

Richards Manufacturing Co.

On April 1, 2025, we acquired 100% of Richards Manufacturing Co. (“Richards Manufacturing”), a U.S.-based producer of overhead and underground electrical and gas distribution products, for cash of approximately $2.3 billion, net of cash acquired. The transaction is subject to customary post-closing adjustments. The acquired business has been reported as part of the energy business within our Industrial Solutions segment from the date of acquisition.

The Richards Manufacturing acquisition was accounted for under the provisions of Accounting Standards Codification 805, Business Combinations. We have preliminarily allocated the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. We are in the process of completing the valuation of identifiable intangible assets, fixed assets, and pre-acquisition contingencies and, therefore, the fair values set forth below are subject to adjustment upon finalizing the valuations. The amount of these potential adjustments could be significant. We expect to complete the purchase price allocation during the third quarter of fiscal 2026.

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The following table summarizes the preliminary allocation of the purchase price to the fair value of identifiable assets acquired and liabilities assumed at the date of acquisition, in accordance with the acquisition method of accounting:

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The fair values assigned to intangible assets were preliminarily determined through the use of the income approach, specifically the relief from royalty and the multi period excess earnings methods. Both valuation methods rely on management judgment, including expected future cash flows resulting from existing customer relationships, customer attrition rates, contributory effects of other assets utilized in the business, peer group cost of capital and royalty rates, and other factors. The valuation of tangible assets was derived using a combination of the income, market, and cost approaches. Significant judgments used in valuing tangible assets include estimated selling prices, costs to complete, and reasonable profit. Useful lives for intangible assets were determined based upon the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows.

Intangible assets acquired consisted of the following:

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The acquired intangible assets are being amortized on a straight-line basis over their expected useful lives.

Goodwill of $1,142 million was recognized in the transaction, representing the excess of the purchase price over the fair value of the tangible and intangible assets acquired and liabilities assumed. This goodwill is attributable primarily to cost savings and other synergies related to operational efficiencies including the consolidation of manufacturing, marketing, and general and administrative functions. The goodwill has been allocated to the Industrial Solutions segment and is not deductible for tax purposes. However, prior to being acquired by us, Richards Manufacturing completed certain acquisitions that resulted in goodwill with an estimated value of $156 million that is deductible primarily for U.S. tax purposes, which we will deduct through 2036.

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During the quarter ended June 27, 2025, Richards Manufacturing contributed net sales of $73 million and an operating loss of $8 million to our Condensed Consolidated Statement of Operations. The operating loss included acquisition costs of $21 million, charges of $3 million associated with the amortization of acquisition-related fair value adjustments related to acquired inventories, and integration costs of $1 million.

Pro Forma Financial Information

The following unaudited pro forma financial information reflects our consolidated results of operations had the Richards Manufacturing acquisition occurred at the beginning of fiscal 2024:

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The pro forma financial information is based on our preliminary allocation of the purchase price and therefore subject to adjustment upon finalizing the purchase price allocation. The significant pro forma adjustments, which are described below, are net of income tax expense (benefit) at the statutory rate.

Pro forma results for the quarter ended June 27, 2025 were adjusted to exclude $16 million of acquisition costs. Pro forma results for the quarter ended June 27, 2025 were also adjusted to include $6 million of interest expense based on pro forma changes in our capital structure.

Pro forma results for the quarter ended June 28, 2024 were adjusted to include $14 million of interest expense based on pro forma changes in our capital structure and $8 million of charges related to the amortization of the fair value of acquired intangible assets.

Pro forma results for the nine months ended June 27, 2025 were adjusted to exclude $18 million of acquisition costs. Pro forma results for the nine months ended June 27, 2025 were also adjusted to include $34 million of interest expense based on pro forma changes in our capital structure and $17 million of charges related to the amortization of the fair value of acquired intangible assets.

Pro forma results for the nine months ended June 28, 2024 were adjusted to include $43 million of interest expense based on pro forma changes in our capital structure, $25 million of charges related to the amortization of the fair value of acquired intangible assets, $18 million of acquisition costs, and $8 million of charges related to the fair value adjustment to acquisition-date inventories.

Pro forma results do not include any anticipated synergies or other anticipated benefits of the acquisition. Accordingly, the unaudited pro forma financial information is not necessarily indicative of either future results of operations or results that might have been achieved had the Richards Manufacturing acquisition occurred at the beginning of fiscal 2024.

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Other Acquisitions

During the nine months ended June 27, 2025, we acquired two additional businesses for a combined cash purchase price of $321 million, net of cash acquired. The acquired businesses have been reported as part of our Industrial Solutions segment from the date of acquisition. Our valuation of identifiable intangible assets, assets acquired, and liabilities assumed is currently in process; therefore, the current allocation is subject to adjustment upon finalization of the valuations. The amount of these potential adjustments could be significant.

During the quarter ended December 29, 2023, we acquired approximately 98.7% of the outstanding shares of Schaffner Holding AG (“Schaffner”), a leader in electromagnetic solutions based in Switzerland, for CHF 505.00 per share in cash for a purchase price of CHF 294 million (equivalent to $339 million), net of cash acquired. The acquired business has been reported as part of our Industrial Solutions segment from the date of acquisition. During the quarter ended June 28, 2024, we completed a squeeze-out of the remaining minority shareholders for $5 million and the Schaffner shares were delisted from the SIX Swiss Exchange.