DERIVATIVES AND FAIR VALUE MEASUREMENTS

We manufacture, market and sell our products globally. For the fiscal year ended March 29, 2014, approximately 46.6% of our sales were generated outside the U.S. in local currencies. We also incur certain manufacturing, marketing and selling costs in international markets in local currency.

Accordingly, our earnings and cash flows are exposed to market risk from changes in foreign currency exchange rates relative to the U.S. Dollar, our reporting currency. We have a program in place that is designed to mitigate our exposure to changes in foreign currency exchange rates. That program includes the use of derivative financial instruments to minimize for a period of time, the unforeseen impact on our financial results from changes in foreign exchange rates. We utilize foreign currency forward contracts to hedge the anticipated cash flows from transactions denominated in foreign currencies, primarily the Japanese Yen and the Euro, and to a lesser extent the Swiss Franc, British Pound Sterling, Canadian Dollar and the Mexican Peso. This does not eliminate the volatility of foreign exchange rates, but because we generally enter into forward contracts one year out, rates are fixed for a one-year period, thereby facilitating financial planning and resource allocation.

Designated Foreign Currency Hedge Contracts

All of our designated foreign currency hedge contracts as of March 29, 2014 and March 30, 2013 were cash flow hedges under ASC Topic 815, Derivatives and Hedging. We record the effective portion of any change in the fair value of designated foreign currency hedge contracts in Other Comprehensive Income in the Statement of Stockholders’ Equity until the related third-party transaction occurs. Once the related third-party transaction occurs, we reclassify the effective portion of any related gain or loss on the designated foreign currency hedge contracts to earnings. In the event the hedged forecasted transaction does not occur, or it becomes probable that it will not occur, we would reclassify the amount of any gain or loss on the related cash flow hedge to earnings at that time. We had designated foreign currency hedge contracts outstanding in the contract amount of $157.9 million as of March 29, 2014 and $133.3 million as of March 30, 2013.

During fiscal 2014, we recognized net gains of $8.6 million in earnings on our cash flow hedges, compared to recognized net gains of $2.7 million and losses of $3.2 million during fiscal 2013 and 2012, respectively. For the fiscal year ended March 29, 2014, $3.7 million of gains, net of tax, were recorded in Accumulated Other Comprehensive Income to recognize the effective portion of the fair value of any designated foreign currency hedge contracts that are, or previously were, designated as foreign currency cash flow hedges, as compared to net gains of $5.1 million, net of tax, for the fiscal year ended March 30, 2013 and net gains of $3.1 million, net of tax, for the fiscal year ended March 31, 2012. At March 29, 2014, gains of $3.7 million, net of tax, may be reclassified to earnings within the next twelve months. All currency cash flow hedges outstanding as of March 29, 2014 mature within twelve months.

Non-designated Foreign Currency Contracts

We manage our exposure to changes in foreign currency on a consolidated basis to take advantage of offsetting transactions and balances. We use foreign currency forward contracts as a part of our strategy to manage exposure related to foreign currency denominated monetary assets and liabilities. These foreign currency forward contracts are entered into for periods consistent with currency transaction exposures, generally one month. They are not designated as cash flow or fair value hedges under ASC Topic 815. These forward contracts are marked-to-market with changes in fair value recorded to earnings. We had non-designated foreign currency hedge contracts under ASC Topic 815 outstanding in the contract amount of $72.9 million as of March 29, 2014 and $65.6 million as of March 30, 2013.

Interest Rate Swaps

On August 1, 2012, we entered into a Credit Agreement which provided for a $475.0 million term loan (“Term Loan”). Under the terms of this Credit Agreement, the Company may borrow at a spread to an index, including the LIBOR index of 1-month, 3-months, 6-months, etc. From the date of the Credit Agreement, the Company has chosen to borrow against the 1-month USD-LIBOR-BBA rounded up, if necessary, to the nearest 1/16^th of 1% (“Adjusted LIBOR”). The terms of the Credit Agreement also allow us to borrow in multiple tranches. As of March 29th 2014, we have four tranches outstanding.

Accordingly, our earnings and cash flows are exposed to interest rate risk from changes in Adjusted LIBOR. Part of our interest rate risk management strategy includes the use of interest rate swaps to mitigate our exposure to changes in variable interest rates. Our objective in using interest rate swaps is to add stability to interest expense and to manage and reduce the risk inherent in interest rate fluctuations.

On December 21, 2012, we entered into two interest rate swap agreements ("the swaps"), whereby we receive Adjusted LIBOR and pay an average fixed rate of 0.68% on a total notional value of $250.0 million of debt. The interest rate swaps mature on August 1, 2017. The Company designated the interest rate swaps as a cash flow hedge of variable interest rate risk associated with $250.0 million of indebtedness. For the fiscal years ended March 29, 2014 and March 30, 2013, $1.3 million of gains and $0.8 million of losses, net of tax, were recorded in Accumulated Other Comprehensive Income to recognize the effective portion of the fair value of interest rate swaps that qualify as cash flow hedges, respectively.

Fair Value of Derivative Instruments

The following table presents the effect of our derivative instruments designated as cash flow hedges and those not designated as hedging instruments under ASC Topic 815 in our consolidated statements of income for the fiscal year ended March 29, 2014.



Derivative Instruments	Amount of Gain/(Loss) Recognized in OCI (Effective Portion)		Amount of Gain/(Loss) Reclassified from OCI into Earnings (Effective Portion)		Location in Statement of Operations	Amount of Gain/(Loss) Excluded from Effectiveness Testing (*)			Location in Statement of Operations
(In thousands)
Designated foreign currency hedge contracts, net of tax	$	3,712	$	8,570	Net revenues, COGS, and SG&A	$	(104	)	Other income (expense), net
Non-designated foreign currency hedge contracts	—		—			$	(1,359	)	Other income (expense)
Designated interest rate swaps, net of tax	$	1,289	$	—	Interest income (expense), net	$	—



(*)		We exclude the difference between the spot rate and hedge forward rate from our effectiveness testing.

We did not have fair value hedges or net investment hedges outstanding as of March 29, 2014 or March 30, 2013. Amounts recognized as deferred tax benefits in fiscal 2014 for designated foreign currency and interest rate swap hedges were $0.1 million and $0.5 million, respectively.

ASC Topic 815 requires all derivative instruments to be recognized at their fair values as either assets or liabilities on the balance sheet. We determine the fair value of our derivative instruments using the framework prescribed by ASC Topic 820, Fair Value Measurements and Disclosures, by considering the estimated amount we would receive or pay to sell or transfer these instruments at the reporting date and by taking into account current interest rates, currency exchange rates, current interest rate curves, interest rate volatilities, the creditworthiness of the counterparty for assets, and our creditworthiness for liabilities. In certain instances, we may utilize financial models to measure fair value. Generally, we use inputs that include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; other observable inputs for the asset or liability; and inputs derived principally from, or corroborated by, observable market data by correlation or other means. As of March 29, 2014, we have classified our derivative assets and liabilities within Level 2 of the fair value hierarchy prescribed by ASC Topic 815, as discussed below, because these observable inputs are available for substantially the full term of our derivative instruments.

The following tables present the fair value of our derivative instruments as they appear in our consolidated balance sheets as of March 29, 2014 and March 30, 2013 by type of contract and whether it is a qualifying hedge under ASC Topic 815.



(In thousands)	Location in Balance Sheet	Balance as of March 29, 2014		Balance as of March 30, 2013
Derivative Assets:
Designated foreign currency hedge contracts	Other current assets	$	2,574	$	7,030
Designated interest rate swaps	Other current assets	1,250		—
		$	3,824	$	7,030
Derivative Liabilities:
Designated foreign currency hedge contracts	Other current liabilities	$	1,255	$	954
Designated interest rate swaps	Other current liabilities	—		671
		$	1,255	$	1,625

For the fiscal years ended March 29, 2014 and March 30, 2013, non-designated foreign currency hedge contracts were not significant and are not disclosed separately in the above table.

Other Fair Value Measurements

ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP, and expands disclosures about fair value measurements. ASC Topic 820 does not require any new fair value measurements; rather, it applies to other accounting pronouncements that require or permit fair value measurements. In accordance with ASC Topic 820, for the fiscal years ended March 29, 2014 and March 30, 2013, we applied the requirements under ASC Topic 820 to our non-financial assets and non-financial liabilities. As we did not have an impairment of any non-financial assets or non-financial liabilities, there was no disclosure required relating to our non-financial assets or non-financial liabilities.

On a recurring basis, we measure certain financial assets and financial liabilities at fair value, including our money market funds, foreign currency hedge contracts, and contingent consideration. ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. We base fair value upon quoted market prices, where available. Where quoted market prices or other observable inputs are not available, we apply valuation techniques to estimate fair value.

ASC Topic 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The categorization of assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy are defined as follows:


•	Level 1 — Inputs to the valuation methodology are quoted market prices for identical assets or liabilities.


•	Level 2 — Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities and market-corroborated inputs.


•	Level 3 — Inputs to the valuation methodology are unobservable inputs based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk.

Our money market funds carried at fair value are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices.

Fair Value Measured on a Recurring Basis

Financial assets and financial liabilities measured at fair value on a recurring basis consist of the following as of March 29, 2014 and March 30, 2013:



As of March 29, 2014	Quoted Market Prices for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	(In thousands)		(In thousands)		(In thousands)		(In thousands)
Assets
Money market funds	$	135,378	$	—	$	—	$	135,378
Foreign currency hedge contracts	—		2,574		—		2,574
Interest rate swap	—		1,250		—		1,250
	$	135,378	$	3,824	$	—	$	139,202
Liabilities
Foreign currency hedge contracts	$	—	$	1,255	$	—	$	1,255
Contingent consideration	—		—		7,645		7,645
	$	—	$	1,255	$	7,645	$	8,900



As of March 30, 2013	Quoted Market Prices for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	(In thousands)		(In thousands)		(In thousands)		(In thousands)
Assets
Money market funds	$	141,120	$	—	$	—	$	141,120
Forward currency hedge contracts	—		7,030		—		7,030
	$	141,120	$	7,030	$	—	$	148,150
Liabilities
Forward currency hedge contracts	$	—	$	954	$	—	$	954
Interest rate swap	—		671		—		671
	$	—	$	1,625	$	—	$	1,625

For the fiscal years ended March 29, 2014 and March 30, 2013, non-designated foreign currency hedge contracts were not significant and are not disclosed separately in the above tables.

Contingent consideration

Hemerus

A description of the methods used to determine the fair value of the Level 3 liabilities is included within Note 3, Acquisitions. The table below provides a reconciliation of the beginning and ending Level 3 liabilities for the year ended March 29, 2014.



(In thousands)	Fair value measurements using significant unobservable inputs (Level 3)
Contingent consideration as of acquisition date	$	7,600
Fair value adjustment	45
Ending balance	$	7,645

Other Fair Value Disclosures

The Term Loan is carried at amortized cost and accounts receivable and accounts payable are also reported at their cost which approximates fair value.