5. Fair Value of Financial Instruments

The fair values of the Company’s financial instruments are recorded using a hierarchal disclosure framework based upon the level of subjectivity of the inputs used in measuring assets and liabilities. The three levels are described below:

Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 - Inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 - Inputs are unobservable for the asset or liability and are developed based on the best information available in the circumstances, which might include the Company’s own data.

The following summarizes the valuation of the Company’s financial instruments (in thousands). The tables do not include either cash on hand or assets and liabilities that are measured at historical cost or any basis other than fair value.

	Fair Value Measurements at March 29, 2014 Using
Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Cash Equivalents:
Money market funds	$	85,070	$	—	$	—	$	85,070
Certificates of deposit	—		6,121		—		6,121
Total cash equivalents	$	85,070	$	6,121	$	—	$	91,191

Short-term Investments:
Municipal bonds	$	—	$	134,192	$	—	$	134,192
Variable-rate demand notes	—		35,840		—		35,840
Corporate bonds	—		23,825		—		23,825
Asset-backed securities	—		908		—		908
Total short-term investments	$	—	$	194,765	$	—	$	194,765

Long-term Investments:
Auction rate securities	$	—	$	—	$	10,997	$	10,997
Total long-term investments	$	—	$	—	$	10,997	$	10,997

Other assets, net:
Derivative instruments	$	—	$	514	$	—	$	514
Total	$	—	$	514	$	—	$	514

Total	$	85,070	$	201,400	$	10,997	$	297,467

Liabilities:
Accrued expenses:
Contingent consideration	$	—	$	—	$	3,754	$	3,754

Other non-current liabilities:
Contingent consideration	$	—	$	—	$	9,502	$	9,502
Total	$	—	$	—	$	13,256	$	13,256

	Fair Value Measurements at December 28, 2013 Using
Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Cash Equivalents:
Money market funds	$	39,538	$	—	$	—	$	39,538
Certificates of deposit	—		7,768		—		7,768
Commercial paper	—		2,499		—		2,499
Municipal bonds	—		451		—		451
Total cash equivalents	$	39,538	$	10,718	$	—	$	50,256

Short-term Investments:
Municipal bonds	$	—	$	119,460	$	—	$	119,460
Variable-rate demand notes	—		38,025		—		38,025
Corporate bonds	—		17,844		—		17,844
Commercial paper	—		3,748		—		3,748
Asset-backed securities	—		516		—		516
Total short-term investments	$	—	$	179,593	$	—	$	179,593

Long-term Investments:
Auction rate securities	$	—	$	—	$	10,632	$	10,632
Total long-term investments	$	—	$	—	$	10,632	$	10,632

Other assets, net:
Derivative instruments	$	—	$	513	$	—	$	513
Total	$	—	$	513	$	—	$	513

Total	$	39,538	$	190,824	$	10,632	$	240,994

Liabilities:
Other non-current liabilities:
Contingent consideration	$	—	$	—	$	12,919	$	12,919
Total	$	—	$	—	$	12,919	$	12,919

The Company’s cash equivalents and short-term investments that are classified as Level 1 are valued using quoted prices and other relevant information generated by market transactions involving identical assets. Cash equivalents and short-term investments classified as Level 2 are valued using non-binding market consensus prices that are corroborated with observable market data; quoted market prices for similar instruments in active markets; or pricing models, such as a discounted cash flow model, with all significant inputs derived from or corroborated with observable market data. Investments classified as Level 3 are valued using a discounted cash flow model. The assumptions used in preparing the discounted cash flow model include estimates for interest rates, amount of cash flows, expected holding periods of the securities and a discount to reflect the Company’s inability to liquidate the securities. The Company’s derivative instruments are valued using a discounted cash flow model. The assumptions used in preparing the discounted cash flow model include quoted interest swap rates and market observable data of similar instruments.

The Company’s contingent consideration is valued using a Monte Carlo simulation model or a probability weighted discounted cash flow model. The assumptions used in preparing the Monte Carlo simulation model include estimates for revenue growth rates, revenue volatility, contractual terms and discount rates. The assumptions used in preparing the discounted cash flow model include estimates for outcomes if milestone goals are achieved, the probability of achieving each outcome and discount rates.

The following summarizes quantitative information about Level 3 fair value measurements.

Auction rate securities

Fair Value at March 29, 2014 (000s)		Valuation Technique	Unobservable Input	Weighted Average
$	10,997	Discounted cash flow	Estimated yield	1.19%

			Expected holding period	10 years

			Estimated discount rate	3.72%

The Company has followed an established internal control procedure used in valuing auction rate securities. The procedure involves the analysis of valuation techniques and evaluation of unobservable inputs commonly used by market participants to price similar instruments, and which have been demonstrated to provide reasonable estimates of prices obtained in actual market transactions. Outputs from the valuation process are assessed against various market sources when they are available, including marketplace quotes, recent trades of similar illiquid securities, benchmark indices and independent pricing services. The technique and unobservable input parameters may be recalibrated periodically to achieve an appropriate estimation of the fair value of the securities.

Significant changes in any of the unobservable inputs used in the fair value measurement of auction rate securities in isolation could result in a significantly lower or higher fair value measurement. An increase in expected yield would result in a higher fair value measurement, whereas an increase in expected holding period or estimated discount rate would result in a lower fair value measurement. Generally, a change in the assumptions used for expected holding period is accompanied by a directionally similar change in the assumptions used for estimated yield and discount rate.

Contingent consideration

Fair Value at March 29, 2014 (000s)		Valuation Technique	Unobservable Input	Range
$	13,256	Monte Carlo simulation	Expected revenue growth rate	26.2% – 44.4%

			Expected revenue volatility	20.0%

			Expected term	0.8 – 4.8 years

			Estimated discount rate	0.1% – 1.5%

The Company has followed an established internal control procedure used in valuing contingent consideration. The valuation of contingent consideration for the Energy Micro acquisition is based on a Monte Carlo simulation model. The fair value of this valuation is estimated on a quarterly basis through a collaborative effort by the Company’s sales, marketing and finance departments.

Significant changes in any of the unobservable inputs used in the fair value measurement of contingent consideration in isolation could result in a significantly lower or higher fair value. A change in projected revenue growth rates would be accompanied by a directionally similar change in fair value. A change in discount rate would be accompanied by a directionally opposite change in fair value.

The following summarizes the activity in Level 3 financial instruments for the three months ended March 29, 2014 (in thousands):

Assets

Auction Rate Securities	Three Months Ended
Beginning balance	$	10,632
Gain included in other comprehensive income	365
Balance at March 29, 2014	$	10,997

Liabilities

Contingent Consideration (1)	Three Months Ended
Beginning balance	$	12,919
Loss recognized in earnings (2)	337
Balance at March 29, 2014	$	13,256

Net loss for the period included in earnings attributable to contingent consideration held at the end of the period:	$	337

(1) In connection with the acquisition of Energy Micro, the Company recorded contingent consideration based upon the expected achievement of certain milestone goals. Changes to the fair value of contingent consideration due to changes in assumptions used in preparing the valuation model are recorded in selling, general and administrative expenses in the Consolidated Statement of Income.

(2) The Company increased the estimated fair value of contingent consideration because the Company now expects a higher level of earn-out achievement.

Fair values of other financial instruments

The Company’s Term Loan Facility bears interest at LIBOR plus an applicable margin. The fair value of the Company’s Term Loan Facility approximates its carrying values as of March 29, 2014 and December 28, 2013, based on the estimated margin observed for loans to companies under similar terms and credit profiles. The Company’s other financial instruments, including cash, accounts receivable and accounts payable, are recorded at amounts that approximate their fair values due to their short maturities.