Fair Value Measurements
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents, derivatives, marketable securities, accounts receivable and notes receivable. The Company believes it had no significant concentrations of credit risk as of December 28, 2025.
The Company’s financial assets and liabilities carried at fair value are primarily comprised of marketable securities, derivative contracts used to hedge the Company’s currency risk, and acquisition and divestiture related contingent consideration. The Company has not elected to measure any additional financial instruments or other items at fair value.
Valuation Hierarchy: The following summarizes the three levels of inputs required to measure fair value. For Level 1 inputs, the Company utilizes quoted market prices as these instruments have active markets. For Level 2 inputs, the Company utilizes quoted market prices in markets that are not active, broker or dealer quotations, or utilizes alternative pricing sources with reasonable levels of price transparency. For Level 3 inputs, the Company utilizes unobservable inputs based on the best information available, including estimates by management primarily based on information provided by third-party fund managers, independent brokerage firms and insurance companies. A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible.
The following tables show the assets and liabilities carried at fair value measured on a recurring basis as of December 28, 2025 and December 29, 2024 classified in one of the three classifications described above:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | Fair Value Measurements at December 28, 2025 Using: |
| | Total Carrying Value at December 28, 2025 | | Quoted Prices in Active Markets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
| | (In thousands) |
| Marketable securities - available for sale | $ | 27,956 | | | $ | 27,956 | | | $ | — | | | $ | — | |
| Foreign exchange derivative assets | 1,832 | | | — | | | 1,832 | | | — | |
| Foreign exchange derivative liabilities | (1,487) | | | — | | | (1,487) | | | — | |
| Contingent consideration asset | 14,890 | | | — | | | — | | | 14,890 | |
| Contingent consideration liability | (17,869) | | | — | | | — | | | (17,869) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | Fair Value Measurements at December 29, 2024 Using: |
| | Total Carrying Value at December 29, 2024 | | Quoted Prices in Active Markets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
| | (In thousands) |
| Marketable securities - available for sale | $ | 27,413 | | | $ | 27,413 | | | $ | — | | | $ | — | |
| Foreign exchange derivative assets | 861 | | | — | | | 861 | | | — | |
| Foreign exchange derivative liabilities | (1,048) | | | — | | | (1,048) | | | — | |
| Contingent consideration asset | 14,890 | | | — | | | — | | | 14,890 | |
| Contingent consideration liability | (21,753) | | | — | | | — | | | (21,753) | |
Level 1 and Level 2 Valuation Techniques: The Company’s Level 1 and Level 2 assets and liabilities are comprised of investments in equity and fixed-income securities as well as derivative contracts. For financial assets and liabilities that utilize Level 1 and Level 2 inputs, the Company utilizes both direct and indirect observable price quotes, including common stock price quotes, foreign exchange forward prices and bank price quotes. Below is a summary of valuation techniques for Level 1 and Level 2 financial assets and liabilities.
Marketable securities - available for sale: Includes equity and mutual fund investments measured at fair value using the quoted market prices in active markets at the reporting date.
Foreign exchange derivative assets and liabilities: Include foreign exchange derivative contracts that are valued using quoted forward foreign exchange prices at the reporting date. The Company’s foreign exchange derivative contracts are subject to master netting arrangements that allow the Company and its counterparties to net settle amounts owed to each other. Derivative assets and liabilities that can be net settled under these arrangements have been presented in the Company’s consolidated balance sheet on a net basis and are recorded in other assets. As of both December 28, 2025 and December 29, 2024, none of the master netting arrangements involved collateral.
Level 3 Valuation Techniques: The Company’s Level 3 assets and liabilities are comprised of contingent consideration related to the sale of the Business (see Note 3) and acquisitions. For assets and liabilities that utilize Level 3 inputs, the Company uses significant unobservable inputs. Below is a summary of valuation techniques for Level 3 assets and liabilities.
Contingent consideration: Contingent consideration is measured at fair value at the disposition or acquisition date using projected milestone dates, discount rates, volatility, probabilities of success and projected achievement of financial targets, including revenues of the acquired business in many instances. Projected risk-adjusted contingent payments are discounted back to the current period using a discounted cash flow model.
The fair value of the contingent consideration asset was initially measured using a lattice model and recognized upon the sale of the Business on March 13, 2023. In accordance with the terms of the sale of the Business, the Company is entitled to receive up to $150.0 million that is contingent on the exit valuation the buyer and its affiliated funds receive on a sale or other capital event related to the Business. Potential valuation adjustments may be made as additional information and market factors that impact the expected exit valuation of the Business becomes available, with the impact of such adjustments being recorded in the Company’s consolidated statements of operations. The Company recognized $15.9 million upon the sale of Business in fiscal year 2023. The change in fair value of $(1.0) million was recognized in selling, general and administrative expenses in fiscal year 2023. Adjustments to the fair value since initial recognition were not material. As of December 28, 2025 and December 29, 2024, the carrying value of the contingent consideration asset was $14.9 million.
The fair values of contingent consideration liability are calculated on a quarterly basis based on a collaborative effort of the Company’s operations, finance and accounting groups, as appropriate. Potential valuation adjustments are made as additional information becomes available, including the progress towards achieving the revenue targets, with the impact of such adjustments being recorded in the consolidated statements of operations.
As of December 28, 2025, the Company may have to pay contingent consideration, related to acquisitions with open contingency periods that are substantially all revenue-based considerations, of up to $75.3 million. The expected maximum earnout period for acquisitions with open contingency period is 5.9 years from December 28, 2025, and the remaining weighted average expected earnout period at December 28, 2025 was 3.7 years.
A reconciliation of the beginning and ending Level 3 contingent consideration liabilities is as follows:
| | | | | |
| | (In thousands) |
| Balance at January 1, 2023 | $ | (46,618) | |
| |
| Amounts paid and foreign currency translation | 9,741 | |
| |
| Change in fair value (included within selling, general and administrative expenses) | (3,128) | |
| Balance at December 31, 2023 | (40,005) | |
| |
| Amounts paid and foreign currency translation | 16,383 | |
| |
| Change in fair value (included within selling, general and administrative expenses) | 1,869 | |
| Balance at December 29, 2024 | (21,753) | |
| Amounts paid and foreign currency translation | 2,484 | |
| Change in fair value (included within selling, general and administrative expenses) | 1,400 | |
| Balance at December 28, 2025 | $ | (17,869) | |
Financial Instruments Not Recorded at Fair Value
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term maturities of these assets and liabilities. If measured at fair value, cash and cash equivalents would be classified as Level 1.
The Company’s outstanding senior unsecured notes had an aggregate fair value of $2,963.7 million and aggregate carrying value of $3,222.9 million as of December 28, 2025. The Company’s outstanding senior unsecured notes had an aggregate fair value of $2,765.5 million and aggregate carrying value of $3,151.5 million as of December 29, 2024. The fair values of the outstanding senior unsecured notes were estimated using market quotes from brokers and were based on current rates offered for similar debt, which are Level 2 measurements.
The Company’s other debt facilities, including the Company’s senior unsecured revolving credit facility, had an aggregate carrying value of $0.5 million as of December 29, 2024. The carrying value approximates fair value and were classified as Level 2.