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FINANCIAL INSTRUMENTS
6 Months Ended
Dec. 25, 2016
Fair Value Disclosures [Abstract]  
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS
The Company maintains an investment portfolio of various holdings, types, and maturities. The Company’s mutual funds, which are related to the Company’s obligations under the deferred compensation plan, are classified as trading securities. Investments classified as trading securities are recorded at fair value based upon quoted market prices. Differences between the cost and fair value of trading securities are recognized as other income (expense) in the Condensed Consolidated Statements of Operations. All of the Company’s other investments are classified as available-for-sale and consequently are recorded in the Condensed Consolidated Balance Sheets at fair value with unrealized gains or losses reported as a separate component of accumulated other comprehensive income (loss), net of tax.
Fair Value
The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability.
A fair value hierarchy has been established that prioritizes the inputs to valuation techniques used to measure fair value. The level of an asset or liability in the hierarchy is based on the lowest level of input that is significant to the fair value measurement. Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:
Level 1: Valuations based on quoted prices in active markets for identical assets or liabilities with sufficient volume and frequency of transactions.
Level 2: Valuations based on observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or model-derived valuations techniques for which all significant inputs are observable in the market or can be corroborated by observable market data, for substantially the full term of the assets or liabilities.
Level 3: Valuations based on unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities and based on non-binding, broker-provided price quotes and may not have been corroborated by observable market data.
The Company’s primary financial instruments include its cash, cash equivalents, investments, restricted cash and investments, long-term investments, accounts receivable, accounts payable, long-term debt and capital leases, and foreign currency related derivative instruments. The estimated fair value of cash, accounts receivable and accounts payable approximates their carrying value due to the short period of time to their maturities. The estimated fair values of capital lease obligations approximate their carrying value as the substantial majority of these obligations have interest rates that adjust to market rates on a periodic basis. Refer to Note 11 for additional information regarding the fair value of the Company’s Senior Notes and Convertible Notes.

The following table sets forth the Company’s cash, cash equivalents, investments, restricted cash and investments, and other assets measured at fair value on a recurring basis as of December 25, 2016 and June 26, 2016: 
 
December 25, 2016
 
 
 
 
 
 
 
 
(Reported Within)
Cost
 
Unrealized
Gain
 
Unrealized
(Loss)
 
Fair Value
 
Cash and
Cash
Equivalents
 
Investments
 
Restricted
Cash &
Investments
 
Other
Assets
(in thousands)
Cash
$
615,922

 
$

 
$

 
$
615,922

 
$
610,775

 
$

 
$
5,147

 
$

Level 1:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Time Deposit
728,810

 

 

 
728,810

 
478,782

 

 
250,028

 

Money Market Funds
1,233,602

 

 

 
1,233,602

 
1,233,602

 

 

 

U.S. Treasury and Agencies
811,564

 
39

 
(4,720
)
 
806,883

 
88,982

 
717,901

 

 

Mutual Funds
40,889

 
1,613

 

 
42,502

 

 

 

 
42,502

Level 1 Total
2,814,865

 
1,652

 
(4,720
)
 
2,811,797

 
1,801,366

 
717,901

 
250,028

 
42,502

Level 2:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Municipal Notes and Bonds
134,838

 
48

 
(115
)
 
134,771

 

 
134,771

 

 

Government-Sponsored Enterprises
31,357

 

 
(42
)
 
31,315

 

 
31,315

 

 

Foreign Government Bonds
30,605

 

 
(177
)
 
30,428

 
1,154

 
29,274

 

 

Corporate Notes and Bonds
2,361,859

 
542

 
(7,563
)
 
2,354,838

 
80,167

 
2,274,671

 

 

Mortgage Backed Securities — Residential
98,869

 
42

 
(975
)
 
97,936

 
10,498

 
87,438

 

 

Mortgage Backed Securities — Commercial
54,266

 
4

 
(215
)
 
54,055

 

 
54,055

 

 

Level 2 Total
2,711,794

 
636

 
(9,087
)
 
2,703,343

 
91,819

 
2,611,524

 

 

Total
$
6,142,581

 
$
2,288

 
$
(13,807
)
 
$
6,131,062

 
$
2,503,960

 
$
3,329,425

 
$
255,175

 
$
42,502

 
 
June 26, 2016
 
 
 
 
 
 
 
 
(Reported Within)
Cost
 
Unrealized
Gain
 
Unrealized
(Loss)
 
Fair Value
 
Cash and
Cash
Equivalents
 
Investments
 
Restricted
Cash &
Investments
 
Other
Assets
(in thousands)
Cash
$
418,216

 
$

 
$

 
$
418,216

 
$
412,573

 
$

 
$
5,643

 
$

Level 1:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Time Deposit
904,243

 

 

 
904,243

 
659,465

 

 
244,778

 

Money Market Funds
3,904,288

 

 

 
3,904,288

 
3,904,288

 

 

 

U.S. Treasury and Agencies
446,530

 
2,041

 
(2
)
 
448,569

 
62,996

 
385,573

 

 

Mutual Funds
39,318

 
1,400

 
(397
)
 
40,321

 

 

 

 
40,321

Level 1 Total
5,294,379

 
3,441

 
(399
)
 
5,297,421

 
4,626,749

 
385,573

 
244,778

 
40,321

Level 2:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Municipal Notes and Bonds
265,386

 
355

 
(16
)
 
265,725

 

 
265,725

 

 

U.S. Treasury and Agencies
8,068

 
151

 

 
8,219

 

 
8,219

 

 

Government-Sponsored Enterprises
31,885

 
91

 
(13
)
 
31,963

 

 
31,963

 

 

Foreign Government Bonds
41,440

 
76

 
(4
)
 
41,512

 

 
41,512

 

 

Corporate Notes and Bonds
979,566

 
4,341

 
(566
)
 
983,341

 

 
983,341

 

 

Mortgage Backed Securities — Residential
17,395

 
37

 
(152
)
 
17,280

 

 
17,280

 

 

Mortgage Backed Securities — Commercial
55,129

 
30

 
(160
)
 
54,999

 

 
54,999

 

 

Level 2 Total
1,398,869

 
5,081

 
(911
)
 
1,403,039

 

 
1,403,039

 

 

Total
$
7,111,464

 
$
8,522

 
$
(1,310
)
 
$
7,118,676

 
$
5,039,322

 
$
1,788,612

 
$
250,421

 
$
40,321


The Company accounts for its investment portfolio at fair value. Realized gains (losses) for investment sales are specifically identified. Management assesses the fair value of investments in debt securities that are not actively traded through consideration of interest rates and their impact on the present value of the cash flows to be received from the investments. The Company also considers whether changes in the credit ratings of the issuer could impact the assessment of fair value. The Company did not recognize any losses on investments due to other-than-temporary impairments during the three and six months ended December 25, 2016 or December 27, 2015. Additionally, gross realized gains and gross realized (losses) from sales of investments were approximately $0.1 million and $(0.4) million, respectively, in the three months ended December 25, 2016 and $0.6 million and $(1.4) million, respectively, in the three months ended December 27, 2015. Gross realized gains and gross realized (losses) from sales of investments were approximately $2.7 million and $(0.6) million, respectively, in the six months ended December 25, 2016 and $0.8 million and $(2.0) million, respectively, in the six months ended December 27, 2015.

The following is an analysis of the Company’s cash, cash equivalents, investments, and restricted cash and investments in unrealized loss positions:
 
December 25, 2016
Unrealized Losses
Less Than 12 Months
 
Unrealized Losses
12 Months or Greater
 
Total
Fair Value
 
Gross
Unrealized
Loss
 
Fair Value
 
Gross
Unrealized
Loss
 
Fair Value
 
Gross
Unrealized
Loss
(in thousands)
 
Municipal Notes and Bonds
$
99,754

 
$
(111
)
 
$
1,996

 
$
(4
)
 
$
101,750

 
$
(115
)
 
U.S. Treasury & Agencies
684,419

 
(4,720
)
 

 

 
684,419

 
(4,720
)
 
Government-Sponsored Enterprises
30,627

 
(26
)
 
564

 
(16
)
 
31,191

 
(42
)
 
Foreign Government Bonds
26,189

 
(177
)
 

 

 
26,189

 
(177
)
 
Corporate Notes and Bonds
1,617,323

 
(7,476
)
 
34,456

 
(87
)
 
1,651,779

 
(7,563
)
Mortgage Backed Securities — Residential
75,601

 
(818
)
 
10,038

 
(157
)
 
85,639

 
(975
)
Mortgage Backed Securities — Commercial
44,494

 
(181
)
 
7,138

 
(34
)
 
51,632

 
(215
)
 
$
2,578,407

 
$
(13,509
)
 
$
54,192

 
$
(298
)
 
$
2,632,599

 
$
(13,807
)

The amortized cost and fair value of cash equivalents, investments and restricted investments with contractual maturities are as follows as of December 25, 2016:
 
Cost
 
Estimated
Fair
Value
(in thousands)
Due in one year or less
$
3,036,400

 
$
3,035,906

Due after one year through five years
2,333,026

 
2,320,918

Due in more than five years
116,344

 
115,814

 
$
5,485,770

 
$
5,472,638


The Company has the ability, if necessary, to liquidate its investments in order to meet the Company’s liquidity needs in the next 12 months. Accordingly, those investments with contractual maturities greater than one year from the date of purchase nonetheless are classified as short-term on the accompanying Condensed Consolidated Balance Sheets.
Derivative Instruments and Hedging
The Company carries derivative financial instruments (“Derivatives”) on its Condensed Consolidated Balance Sheets at their fair values. The Company enters into foreign currency forward derivative contracts and foreign currency options with financial institutions with the primary objective of reducing volatility of earnings and cash flows related to foreign currency exchange rate fluctuations. The counterparties to these derivative contracts are large global financial institutions that the Company believes are creditworthy, and therefore, it does not consider the risk of counterparty nonperformance to be material.
Cash Flow Hedges
The Company’s financial position is routinely subjected to market risk associated with foreign currency exchange rate fluctuations on non-U.S. dollar transactions or cash flows, primarily from Japanese yen-denominated revenues, and euro denominated and Korean won-denominated expenses. The Company’s policy is to mitigate the foreign exchange risk arising from the fluctuations in the value of these non-U.S. dollar denominated transactions or cash flows through a foreign currency cash flow hedging program, using forward contracts and foreign currency options that generally expire within 12 months and no later than 24 months. These hedge contracts are designated as cash flow hedges and are carried on the Company’s balance sheet at fair value with the effective portion of the contracts’ gains or losses included in accumulated other comprehensive income (loss) and subsequently recognized in revenue/expense in the same period the hedged items are recognized.
In addition, during the year ended June 26, 2016, the Company entered into and settled forward-starting interest rate swap agreements to hedge against the variability of cash flows due to changes in certain benchmark interest rates on fixed rate debt. These instruments are designated as cash flow hedges at inception and are settled in conjunction with the issuance of debt. The effective portion of the contracts’ gain or loss is included in accumulated other comprehensive (loss) and is amortized into income as the hedged item impacts earnings.
At inception and at each quarter end, hedges are tested prospectively and retrospectively for effectiveness using regression analysis. Changes in the fair value of the forward contracts due to changes in time value are excluded from the assessment of effectiveness and are recognized in revenue or expense in the current period. The change in time value related to these contracts was not material for all reported periods. Changes in the fair value of foreign exchange options due to changes in time value are included in the assessment of effectiveness. To qualify for hedge accounting, the hedge relationship must meet criteria relating both to the derivative instrument and the hedged item. These criteria include identification of the hedging instrument, the hedged item, the nature of the risk being hedged and how the hedging instrument’s effectiveness in offsetting the exposure to changes in the hedged item’s fair value or cash flows will be measured. There were no material gains or losses during the three or six months ended December 25, 2016 and December 27, 2015 associated with ineffectiveness or forecasted transactions that failed to occur.
To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge and the hedges must be tested to demonstrate an expectation of providing highly effective offsetting changes to future cash flows on hedged transactions. When derivative instruments are designated and qualify as effective cash flow hedges, the Company recognizes effective changes in the fair value of the hedging instrument within accumulated other comprehensive income (loss) until the hedged exposure is realized. Consequently, with the exception of excluded time value associated with the forward contracts and hedge ineffectiveness recognized, the Company’s results of operations are not subject to fluctuation as a result of changes in the fair value of the derivative instruments. If hedges are not highly effective or if the Company does not believe that the underlying hedged forecasted transactions will occur, the Company may not be able to account for its derivative instruments as cash flow hedges. If this were to occur, future changes in the fair values of the Company’s derivative instruments would be recognized in earnings. Additionally, related amounts previously recorded in other comprehensive income would be reclassified to income immediately. As of December 25, 2016, the Company had gains of $10.5 million accumulated in other comprehensive income, net of tax, related to foreign exchange cash flow hedges which it expects to reclassify from other comprehensive income into earnings over the next 12 months. Additionally, the Company had a net loss of $1.9 million accumulated in other comprehensive income, net of tax, related to interest rate contracts which it expects to reclassify from other comprehensive income into earnings over the next 8.2 years. As a result of the October 5, 2016 termination of the Agreement and Plan of Merger and Reorganization with KLA-Tencor Corporation ("KLA-Tencor") (see Note 15 for additional information), a gain of approximately $1.1 million accumulated in other comprehensive income, net of tax, related to interest rate contracts associated with the 2026 Notes (as defined in Note 11) were reclassified into earnings in the three months ended December 25, 2016.
Fair Value Hedges
During the fiscal year ended June 26, 2016, the Company entered into a series of interest rate contracts with a total notional value of $400 million whereby the Company receives fixed rates and pays variable rates based on certain benchmark interest rates, resulting in a net increase or decrease to interest expense, a component of Other expense, net in our Condensed Consolidated Statement of Operations. These interest rate contracts are designated as fair value hedges and hedge against changes in the fair value of our debt portfolio. The Company concluded that these interest rate contracts meet the criteria necessary to qualify for the short-cut method of hedge accounting, and as such an assumption is made that the change in the fair value of the hedged debt, due to changes in the benchmark rate, exactly offsets the change in the fair value of the interest rate swap. Therefore, the derivative is considered to be effective at achieving offsetting changes in the fair value of the hedged liability, and no ineffectiveness is recognized.
Balance Sheet Hedges
The Company also enters into foreign currency forward contracts to hedge fluctuations associated with foreign currency denominated monetary assets and liabilities, primarily third party accounts receivables, accounts payables and intercompany receivables and payables. These forward contracts are not designated for hedge accounting treatment. Therefore, the change in fair value of these derivatives is recorded as a component of other income (expense) and offsets the change in fair value of the foreign currency denominated assets and liabilities, which are also recorded in other income (expense).
As of December 25, 2016, the Company had the following outstanding foreign currency contracts that were entered into under its cash flow and balance sheet hedge program:
 
Notional Value
Derivatives Designated as
Hedging Instruments:
 
Derivatives Not Designated
as Hedging Instruments:
(in thousands)
Foreign Currency Forward Contracts
 
 
 
 
 
 
 
 
Buy Contracts
 
Sell Contracts
 
Buy Contracts
 
Sell Contracts
Japanese yen
$

 
$
235,891

 
$

 
$
45,498

Swiss franc

 

 
8,740

 

Euro
39,463

 

 
20,608

 

Korean won
48,517

 

 
8,310

 

Chinese renminbi

 

 
8,203

 
 
Singapore dollar

 

 
20,732

 

Taiwan dollar

 

 
15,639

 

 
$
87,980

 
$
235,891

 
$
82,232

 
$
45,498


The fair value of derivative instruments in the Company’s Condensed Consolidated Balance Sheets as of December 25, 2016 and June 26, 2016 were as follows:
 
December 25, 2016
 
June 26, 2016
Fair Value of Derivative Instruments (Level 2)
 
Fair Value of Derivative Instruments (Level 2)
Asset Derivatives
 
Liability Derivatives
 
Asset Derivatives
 
Liability Derivatives
Balance Sheet
Location
 
Fair Value
 
Balance Sheet
Location
 
Fair Value
 
Balance Sheet
Location
 
Fair Value
 
Balance Sheet
Location
 
Fair Value
(in thousands)
Derivatives designated as hedging instruments:
 
 
 
 
 
 
 
 
Foreign exchange forward contracts
Prepaid expense
and other assets
 
$
13,432

 
Accrued liabilities
 
$
847

 
Prepaid expense
and other assets
 
$
249

 
Accrued liabilities
 
$
16,585

Interest rate contracts, short-term
Accrued expenses and other current liabilities
 

 
Prepaid expense
and other assets
 
2,024

 
Accrued expenses and other current liabilities
 
50

 
Prepaid expense
and other assets
 
159

Interest rate contracts, long-term
Other assets
 

 
Other long-term liabilities
 
17,152

 
Other assets
 
8,661

 
Other long-term liabilities
 

 
Derivatives not designated as hedging instruments:
 
 
 
 
 
 
 
 
Foreign exchange forward contracts
Prepaid expense
and other assets
 
34

 
Accrued
liabilities
 
117

 
Prepaid expense
and other assets
 
107

 
Accrued
liabilities
 
1,529

Total Derivatives
 
 
$
13,466

 
 
 
$
20,140

 
 
 
$
9,067

 
 
 
$
18,273


Under the master netting agreements with the respective counterparties to the Company’s derivative contracts, subject to applicable requirements, the Company is allowed to net settle transactions of the same currency with a single net amount payable by one party to the other. However, the Company has elected to present the derivative assets and derivative liabilities on a gross basis on its balance sheet. As of December 25, 2016, the potential effect of rights of off-set associated with the above foreign exchange and interest rate contracts would be an offset to assets and liabilities by $3.5 million, resulting in a net derivative asset of $10.0 million and net derivative liability of $16.7 million. As of June 26, 2016, the potential effect of rights of set-off associated with the above foreign exchange contracts would be an offset to both assets and liabilities by $6.4 million, resulting in a net derivative asset of $2.7 million and a net derivative liability of $11.9 million. The Company is not required to pledge, nor is the Company entitled to receive, cash collateral for these derivative transactions.
The effect of derivative instruments designated as cash flow hedges on the Company’s Condensed Consolidated Statements of Operations, including accumulated other comprehensive income (“AOCI”) was as follows:
 
 
Three Months Ended December 25, 2016
 
Six Months Ended December 25, 2016
 
 
Effective Portion
Ineffective 
Portion
and Amount
Excluded from
Effectiveness
 
Effective Portion
Ineffective 
Portion
and Amount
Excluded from
Effectiveness
 
Location of 
Gain (Loss)
Recognized 
in or 
Reclassified
into Income
Gain (Loss)
Recognized
in AOCI
 
Gain (Loss)
Reclassified
from AOCI
into Income
 
Gain (Loss)
Recognized
in Income
 
Gain (Loss)
Recognized
in AOCI
Gain (Loss)
Reclassified
from AOCI
into Income
Gain (Loss)
Recognized
in Income
Derivatives Designated
as Hedging Instruments
 
(in thousands)
Foreign Exchange Contracts
Revenue
$
18,138

 
$
(420
)
 
$
708

 
$
15,225

 
$
(14,025
)
 
$
1,413

Foreign Exchange Contracts
Cost of goods sold
(786
)
 
(180
)
 
(28
)
 
(551
)
 
(7
)
 
(95
)
Foreign Exchange Contracts
Selling, general, and
administrative
(348
)
 
(146
)
 
(15
)
 
(372
)
 
(155
)
 
(36
)
Foreign Exchange Contracts
Other expense, net

 

 
3

 

 

 
3

Interest Rate Contracts
Other expense, net

 
1,778

 

 

 
1,787

 

 
 
$
17,004

 
$
1,032

 
$
668

 
$
14,302

 
$
(12,400
)
 
$
1,285

 
 
Three Months Ended December 27, 2015
 
Six Months Ended December 27, 2015
 
 
Effective Portion
Ineffective 
Portion
and Amount
Excluded from
Effectiveness
 
Effective Portion
Ineffective 
Portion
and Amount
Excluded from
Effectiveness
 
Location of 
Gain (Loss)
Recognized 
in or 
Reclassified
into Income
Gain (Loss)
Recognized
in AOCI
Gain (Loss)
Reclassified
from AOCI
into Income
Gain (Loss)
Recognized
in Income
 
Gain (Loss)
Recognized
in AOCI
Gain (Loss)
Reclassified
from AOCI
into Income
Gain (Loss)
Recognized
in Income
Derivatives Designated
as Hedging Instruments
 
 
Foreign Exchange Contracts
Revenue
$
4,256

 
$
(4,808
)
 
$
215

 
$
4,187

 
$
(6,186
)
 
247

Foreign Exchange Contracts
Cost of goods sold
(223
)
 
1,052

 
(14
)
 
(638
)
 
2,557

 
(36
)
Foreign Exchange Contracts
Selling, general, and
administrative
147

 
111

 
(12
)
 
(26
)
 
369

 
(19
)
Interest Rate Contracts
Other expense, net

 
(95
)
 

 

 
(189
)
 



$
4,180

 
$
(3,740
)
 
$
189

 
$
3,523

 
$
(3,449
)
 
192

The effect of derivative instruments not designated as cash flow hedges on the Company’s Condensed Consolidated Statements of Operations was as follows:
 
 
Three Months Ended
 
Six Months Ended
 
December 25,
2016
 
December 27,
2015
 
December 25, 2016
 
December 27, 2015
Derivatives Not Designated as Hedging Instruments:
Location 
of Gain
Recognized 
in Income
 
Gain 
Recognized
in Income
 
Gain
Recognized
in Income
 
Gain
Recognized
in Income
 
Gain 
Recognized
in Income
 
 
 
(in thousands)
Foreign Exchange Contracts
Other 
income
 
$
4,343

 
$
1,561

 
$
3,960

 
$
7,568


Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, investments, restricted cash and investments, trade accounts receivable, and derivative financial instruments used in hedging activities. Cash is placed on deposit at large global financial institutions. Such deposits may be in excess of insured limits. Management believes that the financial institutions that hold the Company’s cash are creditworthy and, accordingly, minimal credit risk exists with respect to these balances.
The Company’s overall portfolio of available-for-sale securities must maintain an average minimum rating of “AA-” or “Aa3” as rated by Standard and Poor’s, Moody’s Investor Services, or Fitch Ratings. To ensure diversification and minimize concentration, the Company’s policy limits the amount of credit exposure with any one financial institution or commercial issuer.

The Company is exposed to credit losses in the event of nonperformance by counterparties on foreign currency forward hedge contracts that are used to mitigate the effect of exchange rate fluctuations, and on contracts related to structured share repurchase arrangements. These counterparties are large global financial institutions and, to date, no such counterparty has failed to meet its financial obligations to the Company.
Credit risk evaluations, including trade references, bank references and Dun & Bradstreet ratings, are performed on all new customers and the Company monitors its customers’ financial condition and payment performance. In general, the Company does not require collateral on sales.