Financial Instruments | Financial Instruments Fair Value Measurements We define fair value as the exchange price that would be received from sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We measure our financial assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: • Level 1 - Observable inputs are unadjusted quoted prices in active markets for identical assets or liabilities; • Level 2 - Observable inputs are quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments; and • Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on our own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation. Cash Equivalents, Marketable Securities and Restricted Cash We measure our cash equivalents, marketable securities, and restricted cash at fair value on a recurring basis. We classify our cash equivalents, marketable securities and restricted cash within Level 1 or Level 2 because they are valued using either quoted market prices or inputs other than quoted prices which are directly or indirectly observable in the market, including readily-available pricing sources for the identical underlying security which may not be actively traded. Our fixed income available-for-sale securities consist of high quality, investment grade securities from diverse issuers. The valuation techniques used to measure the fair value of our marketable securities were derived from non-binding market consensus prices that are corroborated by observable market data or quoted market prices for similar instruments. The following tables summarize our cash equivalents, marketable securities and restricted cash by significant investment categories and their classification within the valuation hierarchy at the end of fiscal 2022 and the third quarter of fiscal 2023 (in thousands): At the End of Fiscal 2022 Amortized Gross Unrealized Gross Unrealized Fair Cash Equivalents Marketable Securities Restricted Cash Level 1 Money market accounts $ — $ — $ — $ 29,275 $ 18,731 $ — $ 10,544 Level 2 U.S. government treasury notes 336,303 512 (2,176) 334,639 — 334,639 — U.S. government agencies 49,153 49 (193) 49,009 — 49,009 — Corporate debt securities 491,728 384 (4,731) 487,381 200 487,181 — Foreign government bonds 12,333 37 (17) 12,353 — 12,353 — Asset-backed securities 60,361 111 (453) 60,019 — 60,019 — Municipal bonds 3,950 — (78) 3,872 — 3,872 — Total $ 953,828 $ 1,093 $ (7,648) $ 976,548 $ 18,931 $ 947,073 $ 10,544 At the End of the Third Quarter of Fiscal 2023 Amortized Gross Unrealized Gross Unrealized Fair Cash Equivalents Marketable Restricted Cash Level 1 Money market accounts $ — $ — $ — $ 297,756 $ 287,212 $ — $ 10,544 Level 2 U.S. government treasury notes 235,143 1 (5,901) 229,243 — 229,243 — U.S. government agencies 28,792 1 (496) 28,297 — 28,297 — Corporate debt securities 382,577 — (13,876) 368,701 — 368,701 — Foreign government bonds 4,798 — (79) 4,719 — 4,719 — Asset-backed securities 35,855 — (1,374) 34,481 — 34,481 — Municipal bonds 3,950 — (218) 3,732 — 3,732 — Total $ 691,115 $ 2 $ (21,944) $ 966,929 $ 287,212 $ 669,173 $ 10,544 The amortized cost and estimated fair value of our marketable securities are shown below by contractual maturity (in thousands): At the End of the Third Quarter of Fiscal 2023 Amortized Cost Fair Value Due within one year $ 362,127 $ 355,765 Due in one to five years 328,988 313,408 Total $ 691,115 $ 669,173 Unrealized losses on our debt securities have not been recorded into income because we do not intend to sell nor is it more likely than not that we will be required to sell these investments prior to recovery of their amortized cost basis. The decline in fair value of our debt securities is largely due to the rising interest rate environment driven by current market conditions that has resulted in higher credit spreads. The credit ratings associated with our debt securities are mostly unchanged, are highly rated and the issuers continue to make timely principal and interest payments. As a result, there were no credit or non-credit impairment charges recorded in the third quarter and the first three quarters of fiscal 2022 and 2023. The following table presents gross unrealized losses and fair values for those investments that were in a continuous unrealized loss position at the end of fiscal 2022 and the third quarter of fiscal 2023, aggregated by investment category (in thousands): At the End of Fiscal 2022 Less than 12 months Greater than 12 months Total Fair Unrealized Fair Unrealized Fair Unrealized U.S. government treasury notes $ 193,359 $ (2,176) $ — $ — $ 193,359 $ (2,176) U.S. government agencies 24,388 (193) — — 24,388 (193) Corporate debt securities 374,223 (4,708) 1,182 (23) 375,405 (4,731) Foreign government bonds 4,098 (17) — — 4,098 (17) Asset-backed securities 37,608 (453) — — 37,608 (453) Municipal bonds 3,872 (78) — — 3,872 (78) Total $ 637,548 $ (7,625) $ 1,182 $ (23) $ 638,730 $ (7,648) At the End of the Third Quarter of Fiscal 2023 Less than 12 months Greater than 12 months Total Fair Unrealized Fair Unrealized Fair Unrealized U.S. government treasury notes $ 133,188 $ (2,603) $ 94,973 $ (3,298) $ 228,161 $ (5,901) U.S. government agencies 20,403 (390) 2,893 (106) 23,296 (496) Corporate debt securities 186,166 (5,289) 182,534 (8,587) 368,700 (13,876) Foreign government bonds 4,178 (30) 541 (49) 4,719 (79) Asset-backed securities 16,325 (197) 18,156 (1,177) 34,481 (1,374) Municipal bonds 1,401 (108) 2,331 (110) 3,732 (218) Total $ 361,661 $ (8,617) $ 301,428 $ (13,327) $ 663,089 $ (21,944) Realized gains or losses on sale of marketable securities were not significant for all periods presented. Fair Value Measurements of Other Financial Instruments We measure the fair value of our Notes on a quarterly basis. We consider the fair value of the Notes at the end of the third quarter of fiscal 2023 to be a Level 2 measurement due to its limited trading activity. Refer to Note 6 for the carrying amount and estimated fair value of our Notes at the end of the third quarter of fiscal 2023. |