Commitments Contingencies and Guarantees (Tables)

12 Months Ended

Dec. 28, 2014

Commitments Contingencies and Guarantees [Abstract]

Company's portion of the remaining guarantee obligations under each of Flash Ventures' master lease facilities

The following table details the Company’s portion of the remaining guarantee obligations under each of Flash Ventures’ master lease facilities (both initial and refinanced leases) in both Japanese yen (in billions) and U.S. dollar-equivalent (in thousands) based upon the exchange rate at December 28, 2014:



Master Lease Agreements by Execution Date	Lease Type	Lease Amounts				Expiration
		(Japanese yen)		(U.S. dollar)
Flash Partners:
March 2012	Refinanced	¥	1.9	$	16,074	2015
March 2014	Initial	4.6		37,967		2019
December 2014	Initial	3.2		26,932		2019
		9.7		80,973
Flash Alliance:
March 2012	Initial	5.2		43,477		2017
July 2012	Refinanced	9.8		81,271		2017
March 2014	Initial	4.5		37,479		2019
May 2014	Initial	6.1		50,256		2019
August 2014	Initial	6.4		53,040		2019
December 2014	Initial	5.0		41,418		2019
		37.0		306,941
Flash Forward:
November 2011	Initial	7.7		63,604		2016
March 2012	Initial	5.0		41,447		2017
July 2012	Initial	2.0		16,600		2017
December 2014	Initial	5.0		41,399		2019
		19.7		163,050
Total guarantee obligations		¥	66.4	$	550,964

Remaining guarantee obligations by year

The following table details the breakdown of the Company’s remaining guarantee obligations between the principal amortization and the purchase option exercise price at the end of the term of the master lease agreements, in annual installments as of December 28, 2014 in U.S. dollars based upon the yen/dollar exchange rate at December 28, 2014 (in thousands):



Annual Installments	Payment of Principal Amortization		Purchase Option Exercise Price at Final Lease Terms		Guarantee Amount
Year 1	$	145,318	$	15,073	$	160,391
Year 2	120,164		10,236		130,400
Year 3	78,822		49,238		128,060
Year 4	45,157		8,892		54,049
Year 5	26,079		31,530		57,609
Year 6	2,564		17,891		20,455
Total guarantee obligations	$	418,104	$	132,860	$	550,964

Contractual Obligations

Contractual cash obligations and commitments as of December 28, 2014 were as follows (in thousands):



	Total			1 Year (Fiscal 2015)		2 – 3 Years (Fiscal 2016 and 2017)		4 – 5 Years (Fiscal 2018 and 2019)		More than 5 Years (Beyond Fiscal 2019)
Facility and other operating leases	$	65,416		$	15,166	$	21,062	$	15,509	$	13,679
Flash Partners⁽¹⁾	661,820		⁽⁵⁾⁽⁶⁾	206,713		256,768		157,159		41,180
Flash Alliance⁽¹⁾	1,656,655		⁽⁵⁾⁽⁶⁾	655,083		599,075		360,615		41,882
Flash Forward⁽¹⁾	905,736		⁽⁵⁾⁽⁶⁾	302,332		351,883		189,082		62,439
Toshiba research and development	39,298		⁽⁵⁾	39,298		—		—		—
1.5% Notes due 2017 principal and interest⁽²⁾	1,041,644			14,954		1,026,690		—		—
0.5% Notes due 2020 principal and interest⁽³⁾	1,545,000			7,500		15,000		15,000		1,507,500
Noncancelable production purchase commitments⁽⁴⁾	241,663		⁽⁵⁾	241,663		—		—		—
Capital equipment purchase commitments⁽⁷⁾	125,856			125,744		112		—		—
Operating expense commitments⁽⁸⁾	43,251			42,911		340		—		—
Total contractual cash obligations	$	6,326,339		$	1,651,364	$	2,270,930	$	737,365	$	1,666,680


⁽¹⁾	Includes reimbursement for depreciation and lease payments on owned and committed equipment, funding commitments for loans and equity investments and reimbursement for other committed expenses. Funding commitments assume no additional operating lease guarantees; new operating lease guarantees can reduce funding commitments.

⁽²⁾

In August 2010, the Company issued and sold $1.0 billion in aggregate principal amount of 1.5% Notes due 2017. As of December 28, 2014, $3.2 million aggregate principal amount was converted and settled. As of January 30, 2015, the Company had received additional conversion notices for a total of $46 thousand aggregate principal amount of the 1.5% Notes due 2017, for which conversion is expected to be completed in the first quarter of fiscal year 2015. The Company will pay cash interest on the outstanding notes at an annual rate of 1.5%, payable semi-annually on August 15 and February 15 of each year until August 15, 2017.


⁽³⁾	In October 2013, the Company issued and sold $1.5 billion in aggregate principal amount of 0.5% Notes due 2020. The Company will pay cash interest on the outstanding notes at an annual rate of 0.5%, payable semi-annually on April 15 and October 15 of each year until October 15, 2020.


⁽⁴⁾	Includes Flash Ventures, related party vendors and other silicon source vendor purchase commitments.


⁽⁵⁾	Includes amounts denominated in a currency other than the U.S. dollar, which are subject to fluctuation in exchange rates prior to payment and have been translated using the exchange rate at December 28, 2014.


⁽⁶⁾	Excludes amounts related to the master lease agreements’ purchase option exercise price at final lease term.


⁽⁷⁾	Excludes $119.2 million in capital expenditures not yet paid in cash.


⁽⁸⁾	Excludes amounts in accounts payable and accrued liabilities not yet paid in cash.

Off Balance Sheet Arrangements

Off-balance sheet arrangements were as follows (in thousands):



	December 28, 2014
Guarantee of Flash Ventures equipment leases ⁽¹⁾	$	550,964
Guarantee of asset purchase in Bangalore, India ⁽²⁾	25,483


⁽¹⁾	The Company’s guarantee obligation, net of cumulative lease payments, was 66.4 billion Japanese yen, or approximately $551 million based upon the exchange rate at December 28, 2014.

⁽²⁾

The Company is committed to purchase land and a building shell in Bangalore, India, if the seller is able to obtain necessary third‑party and government approvals by June 1, 2015. The Company’s purchase obligation was approximately $25 million based upon the exchange rate at December 28, 2014. The Company is currently making building improvements on the facility and has received a bank guarantee of up to approximately $17 million, based upon the exchange rate at December 28, 2014, from the seller to refund its building improvement expenditures if the purchase obligation expires unexercised.

Operating leases future minimum payments

The Company leases many of its office facilities and operating equipment for various terms under long-term, noncancelable operating lease agreements. The leases expire at various dates from fiscal year 2015 through fiscal year 2026. Future minimum lease payments are presented below (in thousands):



	Future minimum lease payments
Fiscal year:
2015	$	15,731
2016	11,404
2017	9,804
2018	8,708
2019 and thereafter	20,480
Operating leases, gross	66,127
Sublease income to be received in the future under noncancelable subleases	(711		)
Operating leases, net	$	65,416

Net rent expense

Net rent expense was as follows (in thousands):



	Fiscal years ended
	December 28, 2014		December 29, 2013		December 30, 2012
Rent expense, net	$	13,022	$	6,473	$	6,366

- Definition

Tabular disclosure of a lessee's leasing arrangements including: (1) the basis on which contingent rental payments are determined, (2) the existence and terms of renewal or purchase options and escalation clauses, (3) restrictions imposed by lease arrangements, such as those concerning dividends, additional debt, and further leasing, (4) rent holidays, rent concessions, or leasehold improvement incentives and unusual provisions or conditions. Disclosure may also include the specific period used to amortize material leasehold improvements made at the inception of the lease or during the lease term. Additionally, for operating leases having initial or remaining noncancelable lease terms in excess of one year: (a) future minimum rental payments required as of the date of the latest balance sheet presented, in the aggregate and for each of the five succeeding fiscal years, (b) the total of minimum rentals to be received in the future under noncancelable subleases as of the date of the latest balance sheet presented, and (c) for all operating leases, rental expense for each period for which an income statement is presented, with separate amounts for minimum rentals, contingent rentals, and sublease rentals. Rental payments under leases with terms of a month or less that were not renewed need not be included.

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