FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 29, 2013

FAIR VALUE MEASUREMENTS

NOTE 8. FAIR VALUE MEASUREMENTS

The Company determines fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Where available, fair value is based on observable market prices or parameters . Where observable prices or inputs are not available, valuation models are applied. Hierarchical levels, defined by the guidance on fair value measurements are directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, and are as follows:

Level I – Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities.

Level II – Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level III – Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

Fair Value on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis are categorized in the tables below based upon the lowest level of significant input to the valuations.

	Fair Values as of the First Quarter of 2013								Fair Values as of Fiscal Year End 2012
(Dollars in thousands)	Level I		Level II		Level III		Total		Level I		Level II		Level III		Total
Assets
Money market funds(1)	$	2	$	—	$	—	$	2	$	2	$	—	$	—	$	2
Deferred compensation plan assets (2)	14,683		—		—		14,683		12,875		—		—		12,875
Derivative assets (3)	—		547		—		547		—		343		—		343
Total	$	14,685	$	547	$	—	$	15,232	$	12,877	$	343	$	—	$	13,220
Liabilities
Deferred compensation plan liabilities (2)	$	14,683	$	—	$	—	$	14,683	$	12,875	$	—	$	—	$	12,875
Derivative liabilities (3)	—		852		—		852		—		420		—		420
Contingent consideration liabilities (4)	—		—		2,174		2,174		—		—		2,235		2,235
Total	$	14,683	$	852	$	2,174	$	17,709	$	12,875	$	420	$	2,235	$	15,530

(1) The money market funds are highly liquid investments. The fair values are determined using observable quoted prices in active markets. Money market funds are included in Cash and cash equivalents on the Company’s Condensed Consolidated Balance Sheets.

(2) The Company maintains a self-directed, non-qualified deferred compensation plan for certain executives and other highly compensated employees. The plan assets and liabilities are invested in actively traded mutual funds and individual stocks valued using observable quoted prices in active markets. Deferred compensation plan assets and liabilities are included in Other non-current assets and Other non-current liabilities on the Company's Condensed Consolidated Balance Sheets.

(3) Derivative assets and liabilities primarily represent forward currency exchange contracts. The Company typically enters into these contracts to minimize the short-term impact of foreign currency exchange rates on certain trade and inter-company receivables and payables. Derivative assets and liabilities are included in Other current assets and Other current liabilities on the Company's Condensed Consolidated Balance Sheets.

(4) Contingent consideration liabilities represents arrangements to pay the former owners of certain companies the Company acquired. The undiscounted maximum payment under the arrangements is $6.3 million at the end of first quarter of fiscal 2013, based on future revenues or gross margins. Contingent consideration liabilities are included in Other current liabilities and Other non-current liabilities on the Company's Condensed Consolidated Balance Sheets.

Additional Fair Value Information

The following table provides additional fair value information relating to the Company’s financial instruments outstanding:

	Carrying Amount		Fair Value		Carrying Amount		Fair Value
As of	First Quarter of Fiscal 2013				Fiscal Year End 2012
(Dollars in thousands)
Assets:
Cash and cash equivalents	$	143,552	$	143,552	$	157,771	$	157,771
Forward foreign currency exchange contracts	547		547		343		343
Liabilities:
Credit facility	$	917,250	$	917,250	$	908,000	$	908,000
Forward foreign currency exchange contracts	852		852		420		420
Promissory note and other	3,189		3,189		3,158		3,158

The fair value of the bank borrowings and promissory notes has been calculated using an estimate of the interest rate the Company would have had to pay on the issuance of notes with a similar maturity and discounting the cash flows at that rate. The fair values do not give an indication of the amount that the Company would currently have to pay to extinguish any of this debt.