Financial Instruments Measured at Fair Value

3 Months Ended

Mar. 29, 2014

Fair Value Disclosures [Abstract]

Financial Instruments Measured At Fair Value [Text Block]

Financial Instruments Measured at Fair Value

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  The company utilizes a fair value hierarchy, which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.  The fair value hierarchy has three levels of inputs that may be used to measure fair value:

Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 Quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable.

The following table presents assets (liabilities) measured at fair value on a recurring basis at March 29, 2014:

	Level 1		Level 2		Level 3			Total
Available-for-sale securities	$	70,910	$	—	$	—		$	70,910
Foreign exchange contracts	—		1,003		—			1,003
Contingent consideration	—		—		(11,606		)	(11,606		)
	$	70,910	$	1,003	$	(11,606	)	$	60,307

The following table presents assets (liabilities) measured at fair value on a recurring basis at December 31, 2013:

	Level 1		Level 2			Level 3			Total
Available-for-sale securities	$	69,857	$	—		$	—		$	69,857
Foreign exchange contracts	—		(654		)	—			(654		)
Contingent consideration	—		—			(5,845		)	(5,845		)
	$	69,857	$	(654	)	$	(5,845	)	$	63,358

The following table summarizes the Level 3 activity for the first quarter of 2014:

Balance as of December 31, 2013	$	(5,845	)
Fair value of initial contingent consideration	(5,853		)
Change in fair value of contingent consideration included in earnings	138
Foreign currency translation adjustment	(46		)
Balance as of March 29, 2014	$	(11,606	)

The change in the fair value of contingent consideration is included in "Restructuring, integration, and other charges," in the company's consolidated statements of operations.

During the first quarters of 2014 and 2013, there were no transfers of assets (liabilities) measured at fair value between the three levels of the fair value hierarchy.

Available-For-Sale Securities

The company has an 8.4% equity ownership interest in Marubun Corporation ("Marubun"), a 1.9% equity ownership interest in WPG Holdings Co., Ltd. ("WPG"), and a portfolio of mutual funds with quoted market prices, all of which are accounted for as available-for-sale securities.

The fair value of the company's available-for-sale securities at March 29, 2014 is as follows:

	Marubun		WPG		Mutual Funds
Cost basis	$	10,016	$	10,798	$	15,690
Unrealized holding gain	1,957		26,521		5,928
Fair value	$	11,973	$	37,319	$	21,618

The fair value of the company's available-for-sale securities at December 31, 2013 is as follows:

	Marubun		WPG		Mutual Funds
Cost basis	$	10,016	$	10,798	$	15,614
Unrealized holding gain	2,709		24,903		5,817
Fair value	$	12,725	$	35,701	$	21,431

The fair value of these investments are included in "Other assets" in the company's consolidated balance sheets, and the related unrealized holding gains or losses are included in "Accumulated other comprehensive income" in the shareholders' equity section in the company's consolidated balance sheets.

Derivative Instruments

The company uses various financial instruments, including derivative instruments, for purposes other than trading.  Certain derivative instruments are designated at inception as hedges and measured for effectiveness both at inception and on an ongoing basis. Derivative instruments not designated as hedges are marked-to-market each reporting period with any unrealized gains or losses recognized in earnings.

Interest Rate Swaps

The company occasionally enters into interest rate swap transactions that convert certain fixed-rate debt to variable-rate debt or variable-rate debt to fixed-rate debt in order to manage its targeted mix of fixed- and floating-rate debt.  The company uses the hypothetical derivative method to assess the effectiveness of its interest rate swaps on a quarterly basis. The effective portion of the change in the fair value of interest rate swaps designated as fair value hedges is recorded as a change to the carrying value of the related hedged debt, and the effective portion of the change in fair value of interest rate swaps designated as cash flow hedges is recorded in the shareholders' equity section in the company's consolidated balance sheets in "Accumulated other comprehensive income."  The ineffective portion of the interest rate swap, if any, is recorded in "Interest and other financing expense, net" in the company's consolidated statements of operations.

In September 2011, the company entered into a ten-year forward-starting interest rate swap (the "2011 swap") which locked in a treasury rate of 2.63% on an aggregate notional amount of $175,000. This swap managed the risk associated with changes in treasury rates and the impact of future interest payments. The 2011 swap related to the interest payments for anticipated debt issuances to replace the company's 6.875% senior notes due to mature in July 2013. The 2011 swap was classified as a cash flow hedge. In the first quarter of 2013, the company paid $7,700 to terminate the 2011 swap upon issuance of the ten-year notes due in 2023. The fair value of the 2011 swap is recorded in the shareholders' equity section in the company's consolidated balance sheets in "Accumulated other comprehensive income" and is being reclassified into income over the ten-year term of the notes due in 2023. During the first quarters of 2014 and 2013, the company reclassified $(161) and $292, respectively, into income relating to the 2011 swap.

Foreign Exchange Contracts

The company enters into foreign exchange forward, option, or swap contracts (collectively, the "foreign exchange contracts") to mitigate the impact of changes in foreign currency exchange rates.  These contracts are executed to facilitate the hedging of foreign currency exposures resulting from inventory purchases and sales and generally have terms of no more than six months. Gains or losses on these contracts are deferred and recognized when the underlying future purchase or sale is recognized or when the corresponding asset or liability is revalued. The company does not enter into foreign exchange contracts for trading purposes. The risk of loss on a foreign exchange contract is the risk of nonperformance by the counterparties, which the company minimizes by limiting its counterparties to major financial institutions.  The fair value of the foreign exchange contracts are estimated using market quotes.  The notional amount of the foreign exchange contracts at March 29, 2014 and December 31, 2013 was $362,489 and $445,684, respectively.

The fair values of derivative instruments in the company's consolidated balance sheets are as follows:

	Asset (Liability) Derivatives
		Fair Value
	Balance Sheet Location	March 29, 2014			December 31, 2013
Derivative instruments designated as hedges:
Foreign exchange contracts designated as cash flow hedges	Other current assets	$	253		$	368
Foreign exchange contracts designated as cash flow hedges	Accrued expenses	(510		)	(203		)
Total derivative instruments designated as hedging instruments		(257		)	165
Derivative instruments not designated as hedges:
Foreign exchange contracts	Other current assets	2,001			1,275
Foreign exchange contracts	Accrued expenses	(741		)	(2,094		)
Total derivative instruments not designated as hedging instruments		1,260			(819		)
Total		$	1,003		$	(654	)

The effect of derivative instruments on the company's consolidated statements of operations is as follows:

	Gain (Loss) Recognized in Income
	Quarter Ended
	March 29, 2014		March 30, 2013
Derivative instruments not designated as hedges:
Foreign exchange contracts (a)	$	1,913	$	(1,134	)

	Cash Flow Hedges
	Interest Rate Swaps (b)			Foreign Exchange Contracts (c)
Quarter Ended March 29, 2014
Effective portion:
Gain (loss) recognized in other comprehensive income	$	—		$	(368	)
Gain (loss) reclassified into income	$	(161	)	$	136
Ineffective portion:
Gain (loss) recognized in income	$	—		$	—
Quarter Ended March 30, 2013
Effective portion:
Gain (loss) recognized in other comprehensive income	$	3,132		$	(59	)
Gain (loss) reclassified into income	$	—		$	252
Ineffective portion:
Gain (loss) recognized in income	$	292		$	—

(a) The amount of gain (loss) recognized in income on derivatives is recorded in "Cost of sales" in the company's consolidated statements of operations.

(b) Both the effective and ineffective portions of any gain (loss) reclassified or recognized in income are recorded in "Interest and other financing expense, net" in the company's consolidated statements of operations.

(c) Both the effective and ineffective portions of any gain (loss) reclassified or recognized in income are recorded in "Cost of sales" in the company's consolidated statements of operations.

Contingent Consideration

In connection with the 2014 acquisition, payment of a portion of the respective purchase price is contingent upon the achievement of certain operating results, with maximum possible payouts of $9,000 over an eighteen-month period. Additionally, in connection with three acquisitions prior to 2014, payment of a portion of the respective purchase price is contingent upon the achievement of certain operating results, with maximum possible payouts of $6,000 over a two-year period and $23,400 at the end of a three-year period. The company estimated the fair value of the contingent consideration as the present value of the expected contingent payments, determined using the weighted probabilities of the possible payments. The company reassesses the fair value of the contingent consideration on a quarterly basis. Contingent consideration of $3,657 and $7,949 was included in "Accrued Expenses" and "Other liabilities" in the company's consolidated balance sheets as of March 29, 2014, respectively. Contingent consideration of $2,123 and $3,722 was included in "Accrued Expenses" and "Other liabilities" in the company's consolidated balance sheets as of December 31, 2013, respectively. A twenty percent increase or decrease in projected operating performance over the remaining performance period would not result in a material change in the fair value of the contingent consideration recorded as of March 29, 2014.

Other

The carrying amount of cash and cash equivalents, accounts receivable, net, and accounts payable approximate their fair value due to the short maturities of these financial instruments.