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Derivative Financial Instruments
12 Months Ended
Dec. 31, 2015
Derivative Instruments And Hedging Activities Disclosure [Abstract]  
Derivative Financial Instruments

11. Derivative Financial Instruments

The following tables provide information about the fair values of our derivative financial instruments as of the respective balance sheet dates:

 

 

December 31, 2015

 

 

 

Asset Derivatives

 

 

Liability Derivatives

 

(In thousands)

 

Balance Sheet Location

 

Fair Value

 

 

Balance Sheet Location

 

Fair Value

 

Derivatives qualifying as cash flow hedges:

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange contracts

 

Prepaid expenses and

   other current assets

 

$

424

 

 

Accrued expenses

 

$

-

 

Derivatives not subject to hedge accounting:

 

 

 

 

 

 

 

 

 

 

 

 

1.25% Call Option

 

Other assets

 

 

80,208

 

 

N/A

 

 

 

 

1.25% Embedded cash conversion option

 

N/A

 

 

 

 

 

Other liabilities

 

 

81,210

 

Total derivatives

 

 

 

$

80,632

 

 

 

 

$

81,210

 

 

 

 

December 31, 2014

 

 

 

Asset Derivatives

 

 

Liability Derivatives

 

(In thousands)

 

Balance Sheet Location

 

Fair Value

 

 

Balance Sheet Location

 

Fair Value

 

Derivatives not subject to hedge accounting:

 

 

 

 

 

 

 

 

 

 

 

 

1.25% Call Option

 

Other assets

 

 

57,091

 

 

N/A

 

 

 

 

1.25% Embedded cash conversion option

 

N/A

 

 

 

 

 

Other liabilities

 

 

57,839

 

Total derivatives

 

 

 

$

57,091

 

 

 

 

$

57,839

 

N/A – We define “N/A” as disclosure not being applicable

Foreign Exchange Contracts

In 2015, we entered into non-deliverable forward foreign currency exchange contracts with reputable banking counterparties in order to hedge a portion of our forecasted future Indian Rupee-denominated (“INR”) expenses against foreign currency fluctuations between the United States dollar and the INR. These forward contracts cover a decreasing percentage of forecasted monthly INR expenses over time. As of December 31, 2015, there were 36 forward contracts outstanding that were staggered to mature monthly starting in January 2016 and ending in December 2017. In the future, we may enter into additional forward contracts to increase the amount of hedged monthly INR expenses or initiate hedges for monthly periods beyond December 2017. As of December 31, 2015, the notional amounts of outstanding forward contracts ranged from 20 million to 170 million INR, or the equivalent of $0.3 million to $2.6 million United States dollars, based on the exchange rate between the United States dollar and the INR in effect as of December 31, 2015. These amounts also approximate the ranges of forecasted future INR expenses we target to hedge in any one month in the future.

The critical terms of the forward contracts and the related hedged forecasted future expenses matched and allowed us to designate the forward contracts as highly effective cash flow hedges. The effective portion of the change in fair value is initially recorded in AOCI and subsequently reclassified to income in the period in which the cash flows from the associated hedged transactions affect income. Any ineffective portion of the change in fair value of the cash flow hedges is recognized in current period income. During the year ended December 31, 2015, no amount was excluded from the effectiveness assessment and no gains or losses were reclassified from AOCI into income as a result of forecasted transactions that failed to occur. As of December 31, 2015, we estimate that approximately $0.3 million of net unrealized derivative gains included in AOCI will be reclassified into income within the next twelve months.

Interest Rate Swap Agreement

We previously had entered into an interest rate swap agreement with an effective date of October 29, 2010, which expired on October 31, 2014. The critical terms of the interest rate swap agreement and the related debt agreement matched and allowed us to designate the interest rate swap agreement as a highly effective cash flow hedge. As of December 31, 2015, we did not have any outstanding interest rate swap agreements. No gains or losses were reclassified from AOCI into income as a result of forecasted transactions that failed to occur during the year ended December 31, 2014.

The following tables show the impact of derivative instruments designated as cash flow hedges on the consolidated statements of operations and the consolidated statements of comprehensive loss:

 

 

Amount of Gain (Loss) Recognized in OCI (Effective Portion)

 

 

Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)

 

Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)

 

 

 

Year Ended December 31,

 

 

 

 

Year Ended December 31,

 

(In thousands)

 

2015

 

 

2014

 

 

2013

 

 

 

 

2015

 

 

2014

 

 

2013

 

Foreign exchange contracts

 

$

314

 

 

$

0

 

 

$

0

 

 

Cost of Revenue

 

$

(34

)

 

$

0

 

 

$

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and

   administrative

   expenses

 

 

(28

)

 

 

0

 

 

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and

   development

 

 

(48

)

 

 

0

 

 

 

0

 

Interest rate swap

 

$

0

 

 

$

(38

)

 

$

(139

)

 

Interest expense

 

$

0

 

 

$

(496

)

 

$

(1,215

)

1.25% Call Option

In June 2013, concurrent with the issuance of the 1.25% Notes, we entered into the 1.25% Call Option with certain of the initial purchasers of the 1.25% Notes (the “Option Counterparties”). Assuming full performance by the option counterparties, the 1.25% Call Option is intended to offset cash payments in excess of the principal amount due upon any conversion of the 1.25% Notes.

Aside from the initial payment of a premium to the Option Counterparties of $82.8 million for the 1.25% Call Option, we will not be required to make any cash payments to the Option Counterparties under the 1.25% Call Option, and, subject to the terms and conditions thereof, will be entitled to receive from the Option Counterparties an amount of cash, generally equal to the amount by which the market price per share of common stock exceeds the strike price of the 1.25% Call Option during the relevant valuation period. The strike price under the 1.25% Call Option is initially equal to the conversion price of the 1.25% Notes of $17.19 per share of common stock.

The 1.25% Call Option, which is indexed to our common stock, is a derivative asset that requires mark-to-market accounting treatment due to the cash settlement features until the 1.25% Call Option settles or expires. The 1.25% Call Option is measured and reported at fair value on a recurring basis within Level 3 of the fair value hierarchy. For further discussion of the inputs used to determine the fair value of the 1.25% Call Option, refer to Note 1, “Basis of Presentation and Significant Accounting Policies.”

The 1.25% Call Option does not qualify for hedge accounting treatment. Therefore, the change in fair value of these instruments is recognized immediately in our consolidated statements of operations in other income, net. Because the terms of the 1.25% Call Option are substantially similar to those of the 1.25% Notes embedded cash conversion option, discussed next, we expect the net effect of those two derivative instruments on our results of operations to continue to be minimal.

1.25% Notes Embedded Cash Conversion Option

The embedded cash conversion option within the 1.25% Notes is required to be separated from the 1.25% Notes and accounted for separately as a derivative liability, with changes in fair value recognized immediately in our consolidated statements of operations in other income, net until the cash conversion option settles or expires. The initial fair value liability of the embedded cash conversion option was $82.8 million, which simultaneously reduced the carrying value of the 1.25% Notes (effectively an original issuance discount). The embedded cash conversion option is measured and reported at fair value on a recurring basis within Level 3 of the fair value hierarchy. For further discussion of the inputs used to determine the fair value of the embedded cash conversion option, refer to Note 1, “Basis of Presentation and Significant Accounting Policies.”

The following table shows the net impact of the changes in fair values of the 1.25% Call Option and 1.25% Notes embedded cash conversion option in the consolidated statements of operations:

 

 

Year Ended December 31,

 

(In thousands)

 

2015

 

 

2014

 

 

2013

 

1.25% Call Option

 

$

23,117

 

 

$

(47,565

)

 

$

21,856

 

1.25% Embedded cash conversion option

 

 

(23,371

)

 

 

47,798

 

 

 

(22,837

)

Net gain (loss) included in other income, net

 

$

(254

)

 

$

233

 

 

$

(981

)