FINANCIAL INSTRUMENTS

6 Months Ended

Dec. 28, 2014

FINANCIAL INSTRUMENTS

NOTE 4 — 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 short-term investments are classified as available-for-sale and consequently are recorded in the 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, short-term investments, restricted cash and investments, long-term investments, accounts receivable, accounts payable, long-term debt and capital leases, and 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 12 for additional information regarding the fair value of the Company’s convertible notes.

The following table sets forth the Company’s cash, cash equivalents, short-term investments, restricted cash and investments, and other assets measured at fair value on a recurring basis at December 28, 2014 and June 29, 2014:

	December 28, 2014
	Cost		Unrealized Gain		Unrealized (Loss)			Fair Value		(Reported Within)
										Cash and Cash Equivlents		Short-Term Investments		Restricted Cash & Investments		Other Assets
	(in thousands)
Cash	$	313,407	$	—	$	—		$	313,407	$	307,652	$	—	$	5,755	$	—
Level 1:
Time Deposit		132,549		—		—			132,549		—		—		132,549		—
Money Market Funds		673,623		—		—			673,623		673,623		—		—		—
US Treasury and Agencies		293,606		48		(361	)		293,293		—		276,142		17,151		—
Mutual Funds		22,622		4,592		—			27,214		—		—		—		27,214
Level 1 Total	$	1,122,400	$	4,640	$	(361	)	$	1,126,679	$	673,623	$	276,142	$	149,700	$	27,214
Level 2:
Municipal Notes and Bonds		250,218		520		(54	)		250,684		—		250,684		—		—
Government-Sponsored Enterprises		58,450		11		(84	)		58,377		—		58,377		—		—
Foreign Government Bonds		45,022		6		(154	)		44,874		—		44,874		—		—
Corporate Notes and Bonds		1,127,008		611		(3,236	)		1,124,383		—		1,124,383		—		—
Mortage Backed Securities —Residential		17,365		65		(103	)		17,327		—		17,327		—		—
Mortage Backed Securities —Commerical		131,287		45		(717	)		130,615		—		130,615		—		—
Level 2 Total	$	1,629,350	$	1,258	$	(4,348	)	$	1,626,260	$	—	$	1,626,260	$	—	$	—
Total	$	3,065,157	$	5,898	$	(4,709	)	$	3,066,346	$	981,275	$	1,902,402	$	155,455	$	27,214

	June 29, 2014
	Cost		Unrealized Gain		Unrealized (Loss)			Fair Value		(Reported Within)
										Cash and Cash Equivalents		Short-Term Investments		Restricted Cash & Investments		Other Assets
	(in thousands)
Cash	$	285,031	$	—	$	—		$	285,031	$	279,126	$	—	$	5,905		—
Level 1:
Time Deposit		132,549		—		—			132,549		—		—		132,549		—
Money Market Funds		1,168,261		—		—			1,168,261		1,168,261		—		—		—
US Treasury and Agencies		212,436		178		(27	)		212,587		—		204,549		8,038		—
Mutual Funds		18,784		2,974		—			21,758		—		—		—		21,758
Level 1 Total	$	1,532,030	$	3,152	$	(27	)	$	1,535,155	$	1,168,261	$	204,549	$	140,587	$	21,758
Level 2:
Municipal Notes and Bonds		334,329		1,108		(4	)		335,433		5,290		330,143		—		—
Government-Sponsored Enterprises		27,666		41		(15	)		27,692		—		27,692		—		—
Foreign Government Bonds		35,438		57		(28	)		35,467		—		35,467		—		—
Corporate Notes and Bonds		874,540		2,034		(335	)		876,239		—		876,239		—		—
Mortgage Backed Securities — Residential		27,067		59		(182	)		26,944		—		26,944		—		—
Mortgage Backed Securities — Commercial		112,642		100		(809	)		111,933		—		111,933		—		—
Level 2 Total	$	1,411,682	$	3,399	$	(1,373	)	$	1,413,708	$	5,290	$	1,408,418	$	—	$	—
Total	$	3,228,743	$	6,551	$	(1,400	)	$	3,233,894	$	1,452,677	$	1,612,967	$	146,492	$	21,758

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 months ended December 28, 2014 or December 29, 2013. Additionally, gross realized gains and gross realized (losses) from sales of investments were approximately $0.4 million and $(0.4) million, respectively, in the three months ended December 28, 2014 and $0.2 million and $(0.5) million, respectively, in the three months ended December 29, 2013. Gross realized gains and gross realized (losses) from sales of investments were approximately $0.9 million and $(1.0) million, respectively, in the six months ended December 28, 2014 and $0.4 million and $(1.0) million, respectively, in the six months ended December 29, 2013.

The following is an analysis of the Company’s cash, cash equivalents, short-term investments and restricted cash and investments in unrealized loss positions:

	December 28, 2014
	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	$	49,621	$	(54	)	$	—	$	—		$	49,621	$	(54	)
US Treasury & Agencies		201,166		(361	)		—		—			201,166		(361	)
Government-Sponsored Enterprises		42,900		(84	)		—		—			42,900		(84	)
Foreign Government Bonds		34,934		(154	)		—		—			34,934		(154	)
Corporate Notes and Bonds		856,576		(3,207	)		3,279		(29	)		859,855		(3,236	)
Mortgage Backed Securities — Residential		459		—			4,094		(103	)		4,553		(103	)
Mortgage Backed Securities — Commercial		104,820		(458	)		17,354		(259	)		122,174		(717	)
	$	1,290,476	$	(4,318	)	$	24,727	$	(391	)	$	1,315,203	$	(4,709	)

The amortized cost and fair value of cash equivalents, short-term investments and restricted investments with contractual maturities are as follows as of December 28, 2014:

	Cost		Estimated Fair Value
	(in thousands)
Due in one year or less	$	888,234	$	888,312
Due after one year through five years		1,505,237		1,502,762
Due in more than five years		335,657		334,651
	$	2,729,128	$	2,725,725

Management 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 Consolidated Balance Sheets.

Derivative Instruments and Hedging

The Company carries derivative financial instruments (“derivatives”) on its Consolidated Balance Sheets at their fair values. The Company enters into derivative contracts with financial institutions with the primary objective of reducing volatility of earnings and cash flows related to foreign currency exchange rate and interest 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 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 that generally expire within 12 months and no later than 24 months. These foreign currency forward 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 three months ended December 28, 2014, the Company entered into a series of forward-starting interest rate swap agreements, with a total notional value of $375 million, to hedge against the variability of cash flows due to changes in the benchmark interest rate of fixed rate debt. These instruments were 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 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. 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 gains or losses during the three and six months ended December 28, 2014 or December 29, 2013 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 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. At December 28, 2014, the Company had gains of $5.1 million accumulated in other comprehensive income, which it expects to reclassify from other comprehensive income into earnings over the next 12 months.

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 28, 2014, the Company had the following outstanding foreign currency forward contracts that were entered into under its cash flow and balance sheet hedge program:

	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	$	—	$	66,567	$	—	$	46,806
Swiss Franc		—		—		—		1,344
Euro		42,164		—		13,776		—
Korean Won		—		—		13,774		—
Taiwan Dollar		—		—		33,240		—
	$	42,164	$	66,567	$	60,790	$	48,150

The fair value of derivative instruments in the Company’s Consolidated Balance Sheets as of December 28, 2014 and June 29, 2014 were as follows:

	December 28, 2014						June 29, 2014
	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	$	6,867	Accrued liabilities	$	2,767	Prepaid expense and other assets	$	483	Accrued liabilities	$	805
Interest rate contracts			2,072			—		$	—		$	—
Derivatives not designated as hedging instruments:
Foreign exchange forward contracts	Prepaid expense and other assets		31	Accrued liabilities		1,183	Prepaid expense and other assets		1,109	Accrued liabilities		118
Total derivatives		$	8,970		$	3,950		$	1,592		$	923

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 in its balance sheet. As of December 28, 2014, the potential effect of netting the above derivative contracts would be an offset to assets and liabilities by $3.8 million, resulting in a net derivative asset of $5.2 million. As of June 29, 2014, the potential effect of netting the above derivative contracts was an offset to both assets and liabilities by $0.5 million, resulting in a net derivative asset of $1.1 million and net derivative liabilities of $0.5 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 28, 2014									Six Months Ended December 28, 2014
	Effective Portion						Ineffective Portion and Amount Excluded from Effectiveness Testing			Effective Portion						Ineffective Portion and Amount Excluded from Effectiveness Testing
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
	(in thousands)									(in thousands)
Revenue	$	8,765		$	4,967		$	81		$	11,789		$	5,436		$	124
Cost of goods sold		(1,264	)		(1,557	)		(19	)		(3,287	)		(1,833	)		(25	)
Selling, general, and administrative		(555	)		(604	)		(9	)		(1,421	)		(709	)		(11	)
Other expense, net		2,071			—			—			2,071			—			—
	$	9,017		$	2,806		$	53		$	9,152		$	2,894		$	88

	Three Months Ended December 29, 2013							Six Months Ended December 29, 2013
	Effective Portion				Ineffective Portion and Amount Excluded from Effectiveness Testing			Effective Portion				Ineffective Portion and Amount Excluded from Effectiveness Testing
Location of Gain (Loss) Recognized in or Reclassified into Income	Gain Recognized in AOCI		Gain Reclassified from AOCI into Income		Gain (Loss) Recognized in Income			Gain Recognized in AOCI		Gain Reclassified from AOCI into Income		Gain (Loss) Recognized in Income
	(in thousands)							(in thousands)
Revenue	$	3,226	$	2,777	$	85		$	8,104	$	6,159	$	178
Cost of goods sold		1,262		467		(24	)		1,410		1,118		(56	)
Selling, general, and administrative		506		193		(9	)		554		510		(24	)
	$	4,994	$	3,437	$	52		$	10,068	$	7,787	$	98

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 28, 2014		December 29, 2013		December 28, 2014		December 29, 2013
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	$	1,118	$	5,012	$	2,086	$	11,040

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, short-term 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, forward-starting interest rate swap agreements, and 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.