Fair Value Measurements

9 Months Ended

Dec. 28, 2019

The authoritative guidance for fair value measurements established by the FASB defines fair value as the exchange price that would be received from selling an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which Xilinx would transact and also considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of nonperformance.

The Company determines the fair value for marketable debt securities using industry standard pricing services, data providers and other third-party sources and by internally performing valuation testing and analysis. The Company primarily uses a consensus price or weighted-average price for its fair value assessment. The Company determines the consensus price using market prices from a variety of industry standard pricing services, data providers, security master files from large financial institutions and other third-party sources and uses those multiple prices as inputs into a distribution-curve-based algorithm to determine the daily market value. The pricing services use multiple inputs to determine market prices, including reportable trades, benchmark yield curves, credit spreads and broker/dealer quotes as well as other industry and economic events. For certain securities with short maturities, such as discount commercial paper and certificates of deposit, the security is accreted from purchase price to face value at maturity. If a subsequent transaction on the same security is observed in the marketplace, the price on the subsequent transaction is used as the current daily market price and the security will be accreted to face value based on the revised price.

The Company validates the consensus prices by taking random samples from each asset type and corroborating those prices using reported trade activity, benchmark yield curves, binding broker/dealer quotes or other relevant price information. There have not been any changes to the Company’s fair value methodology during the third quarter and first nine months of fiscal 2020 and the Company did not adjust or override any fair value measurements as of December 28, 2019.

Fair Value Hierarchy

The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. The guidance for fair value measurements requires that assets and liabilities carried at fair value be classified and disclosed in one of the following categories:

Level 1 — Quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than quoted prices included in Level 1, such as 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; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

Level 3 — Unobservable inputs to the valuation methodology that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

In instances where the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis as of December 28, 2019 and March 30, 2019:



	December 28, 2019
(In thousands)	Level 1		Level 2		Level 3		Total Fair Value
Assets
Cash equivalents:
Money market funds	$	444,604	$	—	$	—	$	444,604
Financial institution securities	—		100,000		—		100,000
Non-financial institution securities	—		362,554		—		362,554
U.S. government and agency securities	131,757		59,903		—		191,660
Foreign government and agency securities	—		68,295		—		68,295
Short-term investments:
Financial institution securities	—		300,000		—		300,000
Non-financial institution securities	—		64,398		—		64,398
U.S. government and agency securities	9,997		9,994		—		19,991
Foreign government and agency securities	—		266,063		—		266,063
Mortgage-backed securities	—		395,451		—		395,451
Asset-backed securities	—		23,238		—		23,238
Commercial mortgage-backed securities	—		63,936		—		63,936
Derivative financial instruments, net	—		1,580		—		1,580
Total assets measured at fair value	$	586,358	$	1,715,412	$	—	$	2,301,770



	March 30, 2019
(In thousands)	Level 1		Level 2		Level 3		Total Fair Value
Assets
Cash equivalents:
Money market funds	$	428,150	$	—	$	—	$	428,150
Financial institution securities	—		287,945		—		287,945
Non-financial institution securities	—		461,884		—		461,884
U.S. government and agency securities	149,578		53,520		—		203,098
Foreign government and agency securities	—		99,750		—		99,750
Short-term investments:
Financial institution securities	—		249,850		—		249,850
Non-financial institution securities	—		240,040		—		240,040
U.S. government and agency securities	93,149		37,838		—		130,987
Foreign government and agency securities	—		114,705		—		114,705
Mortgage-backed securities	—		670,770		—		670,770
Debt mutual fund	—		31,934		—		31,934
Asset-backed securities	—		76,369		—		76,369
Commercial mortgage-backed securities	—		116,539		—		116,539
Long-term investments:
Debt mutual fund	—		53,433		—		53,433
Total assets measured at fair value	$	670,877	$	2,494,577	$	—	$	3,165,454
Liabilities
Derivative financial instruments, net	$	—	$	9,009	$	—	$	9,009
Total liabilities measured at fair value	$	—	$	9,009	$	—	$	9,009
Net assets measured at fair value	$	670,877	$	2,485,568	$	—	$	3,156,445

For certain of the Company’s financial instruments, including cash held in banks, accounts receivable and accounts payable, the carrying amounts approximate fair value due to their short maturities, and are therefore excluded from the fair value tables above.

Financial Instruments Not Recorded at Fair Value on a Recurring Basis

The Company's $500.0 million principal amount of 3.000% notes due March 15, 2021 (2021 Notes) and $750.0 million principal amount of 2.950% senior notes due June 1, 2024 (2024 Notes) are measured at fair value on a quarterly basis for disclosure purposes. The fair values of the 2021 Notes and 2024 Notes as of December 28, 2019 were approximately $506.3 million and $770.7 million, respectively, based on the last trading price for the period (classified as Level 2 in fair value hierarchy due to relatively low trading volume).

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

As of December 28, 2019, the Company had non-marketable equity securities in private companies of $87.1 million, which were classified as Level 3 assets. The Company’s investments in non-marketable securities of private companies are recorded at fair value if the Company recognizes an observable price adjustment or an impairment. Such impairment losses or observable price adjustments were not material during all periods presented. The Company’s investments in non-financial assets such as property, plant and equipment, goodwill and acquisition-related intangibles, are recorded at cost (net of accumulated depreciation or amortization, where applicable). These non-financial assets are reduced to fair value when impaired.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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