Fair Value Measurement

12 Months Ended

Dec. 30, 2023

FASB authoritative guidance which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements including guidance related to nonrecurring measurements of nonfinancial assets and liabilities.

The following tables present the Company’s financial instruments that are measured at fair value on a recurring and nonrecurring basis as of December 30, 2023 and December 31, 2022 and are categorized using the fair value hierarchy under FASB authoritative guidance. The fair value hierarchy has three levels based on the reliability of the inputs used to determine the fair value.


			Fair Value Measurements at December 30, 2023 Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In thousands of dollars)	Total		(Level 1)		(Level 2)		(Level 3)
Assets
Derivative assets	$	29,000	$	—	$	29,000	$	—
Total Assets	29,000		—		29,000		—

Liabilities
Derivative liabilities	19,997		—		19,997		—
Contingent consideration	86,495		—		—		86,495
6% Senior Notes	1,000,000		—		1,000,000		—
5.25% Senior Notes	493,100		—		493,100		—
3.625% Senior Notes	560,994		—		560,994		—
Term loan A-1	398,000		—		398,000		—
Term loan A-2	478,844		—		478,844		—
Term loan A-3	298,500		—		298,500		—
Term loan A-4	488,172		—		488,172		—
Revolver	604,766		—		604,766		—
Total Liabilities	$	4,428,868	$	—	$	4,342,373	$	86,495


			Fair Value Measurements at December 31, 2022 Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In thousands of dollars)	Total		(Level 1)		(Level 2)		(Level 3)
Assets
Derivative assets	$	20,324	$	—	$	20,324	$	—
Total Assets	20,324		—		20,324		—

Liabilities
Derivative liabilities	5,406		—		5,406		—
Contingent consideration	169,903		—		—		169,903
6% Senior Notes	977,200		—		977,200		—
5.25% Senior Notes	485,700		—		485,700		—
3.625% Senior Notes	533,155		—		533,155		—
Term loan A-1	398,000		—		398,000		—
Term loan A-2	488,813		—		488,813		—
Term Loan B	199,000		—		199,000		—
Revolver	133,003		—		133,003		—
Total Liabilities	$	3,390,180	$	—	$	3,220,277	$	169,903

Derivative assets and liabilities consist of the Company’s corn option and future contracts, foreign currency forward and option contracts, soybean meal forward contracts, interest rate swap contracts and cross currency swap contracts which represent the difference between the observable market rates of commonly quoted intervals for similar assets and liabilities in active markets and the fixed swap rate considering the instrument’s term, notional amount and credit risk. See Note 16 Derivatives for discussion on the Company’s derivatives.

The fair value of the senior notes, term loan A-1, term loan A-2, term loan A-3, term loan A-4, term loan B and revolver debt is based on market quotation from third-party banks.

The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximates fair value due to the short maturity of these instruments and as such have been excluded from the table above. The carrying amount for the Company’s other debt is not deemed to be significantly different than the fair value and all other instruments have been recorded at fair value.

The fair value measurement of contingent consideration liability uses significant unobservable inputs (level 3). We estimated the fair value of the FASA contingent consideration using a Monte Carlo simulation methodology from a third-party that includes simulating the forecasted net income or earnings plus interest expense, taxes, depreciation and amortization (“EBITDA”) using a Geometric Brownian Motion in a risk-neutral framework. The assumptions used in the FASA contingent consideration analysis as of December 30, 2023 included the EBITDA forecast through the remaining term of the contingent consideration, an EBITDA discount rate, an EBITDA volatility, credit spread, risk-free rate and exchange rate. Significant increases and decreases in these inputs could result in a significantly lower or higher fair value measurement of the FASA contingent consideration. The changes in contingent consideration are due to the following:


(in thousands of dollars)	Contingent Consideration
Balance as of January 1, 2022	$	—
Initial measurement	168,128
Total included in earnings during period	3,506
Exchange rate changes	(1,731)
Balance as of December 31, 2022	169,903
Out of period correction (1)	(85,144)
Total included in earnings during period	(5,835)
Exchange rate changes	7,571
Balance as of December 30, 2023	$	86,495

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details