FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES | FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability 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 it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. The accounting guidance for fair value establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows: Level 1 - Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. The Company has deferred compensation plans for its officers and certain other employees. Amounts deferred under the plans are invested in hypothetical investments selected by the participant or the participant’s investment manager. The Company’s deferred compensation plan assets are for the most part included in other noncurrent assets on the condensed consolidated balance sheets and primarily include investments in equity securities that are valued using active market prices. Level 2 - Applies to assets or liabilities for which there are inputs other than quoted prices included within level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets) such as cash and cash equivalents and money market funds; or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. The Company values foreign exchange forward contracts using level 2 observable inputs which primarily consist of an income approach based on the present value of the forward rate less the contract rate multiplied by the notional amount. The Company’s cash equivalents are comprised of bank deposits and money market funds, which are valued using level 2 inputs, such as interest rates and maturity periods. Due to their short-term nature, their carrying amount approximates fair value. The Company’s deferred compensation plan assets also include money market funds, mutual funds, corporate and government bonds and certain convertible securities that are valued using prices obtained from various pricing sources. These sources price these investments using certain market indices and the performance of these investments in relation to these indices. As a result, the Company has classified these investments as level 2 in the fair value hierarchy. Level 3 - Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company has accrued for contingent consideration in connection with its business acquisitions as applicable, which is measured at fair value based on certain internal models and unobservable inputs. The significant inputs in the fair value measurement not supported by market activity included the Company's probability assessments of expected future revenue during the earn-out period and associated volatility, appropriately discounted considering the uncertainties associated with the obligation, and calculated in accordance with the terms of the merger agreement. Significant decreases in expected revenue during the earn-out period, or significant increases in the discount rate or volatility in isolation would result in lower fair value estimates. The interrelationship between these inputs is not considered significant. The following table summarizes the activities related to contingent consideration payable for historic acquisitions: Three-Month Periods Ended Six-Month Periods Ended September 29, September 30, September 29, September 30, (In thousands) Beginning balance $ 15,426 $ 75,258 $ 22,426 $ 73,423 Additions to accrual — — — — Payments — (2,221 ) — (2,221 ) Fair value adjustments 1,916 2,577 (5,084 ) 4,412 Ending balance $ 17,342 $ 75,614 $ 17,342 $ 75,614 In connection with the acquisition of NEXTracker, Inc. in fiscal year 2016, the Company has an obligation to pay additional cash consideration to the former shareholders contingent upon NEXTracker, Inc.'s achievement of revenue targets during the two years after acquisition (ending on September 30, 2017). During the six-month period ended September 29, 2017, the Company reduced the obligation by $5.1 million based on the NEXTracker revenue achievement over the contingent period. The Company values deferred purchase price receivables relating to its asset-backed securitization program based on a discounted cash flow analysis using unobservable inputs (i.e., level 3 inputs), which are primarily risk free interest rates adjusted for the credit quality of the underlying creditor. Due to its high credit quality and short term maturity, the fair value approximates carrying value. Significant increases in either of the major unobservable inputs (credit spread, risk free interest rate) in isolation would result in lower fair value estimates, however the impact is not material. The interrelationship between these inputs is also insignificant. Refer to note 10 for a reconciliation of the change in the deferred purchase price receivable during the six-month periods ended September 29, 2017 and September 30, 2016 . There were no transfers between levels in the fair value hierarchy during the six-month periods ended September 29, 2017 and September 30, 2016 . Financial Instruments Measured at Fair Value on a Recurring Basis The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis: Fair Value Measurements as of September 29, 2017 Level 1 Level 2 Level 3 Total (In thousands) Assets: Money market funds and time deposits (included in cash and cash equivalents of the condensed consolidated balance sheet) $ — $ 593,539 $ — $ 593,539 Deferred purchase price receivable (Note 10) — — 487,186 487,186 Foreign exchange contracts (Note 8) — 36,573 — 36,573 Deferred compensation plan assets: 0 Mutual funds, money market accounts and equity securities 6,829 63,395 — 70,224 Liabilities: 0 Foreign exchange contracts (Note 8) $ — $ (33,468 ) $ — $ (33,468 ) Contingent consideration in connection with business acquisitions — — (17,342 ) (17,342 ) Fair Value Measurements as of March 31, 2017 Level 1 Level 2 Level 3 Total (In thousands) Assets: Money market funds and time deposits (included in cash and cash equivalents of the condensed consolidated balance sheet) $ — $ 1,066,841 $ — $ 1,066,841 Deferred purchase price receivable (Note 10) — — 506,522 506,522 Foreign exchange contracts (Note 8) — 22,022 — 22,022 Deferred compensation plan assets: 0 Mutual funds, money market accounts and equity securities 7,062 52,680 — 59,742 Liabilities: 0 Foreign exchange contracts (Note 8) $ — $ (11,742 ) $ — $ (11,742 ) Contingent consideration in connection with business acquisitions — — (22,426 ) (22,426 ) Other financial instruments The following table presents the Company’s major debts not carried at fair value: As of September 29, 2017 As of March 31, 2017 Carrying Fair Carrying Fair Fair Value (In thousands) 4.625% Notes due February 2020 $ 500,000 $ 523,360 $ 500,000 $ 526,255 Level 1 Term Loan, including current portion, due in installments through November 2021 700,000 700,441 700,000 699,566 Level 1 Term Loan, including current portion, due in installments through June 2022 (1) 496,219 496,532 502,500 503,756 Level 1 5.000% Notes due February 2023 500,000 543,685 500,000 534,820 Level 1 4.750% Notes due June 2025 596,180 650,490 595,979 633,114 Level 1 Euro Term Loan due September 2020 57,359 57,359 53,075 53,075 Level 1 Euro Term Loan due January 2022 117,660 117,660 107,357 107,357 Level 1 Total $ 2,967,418 $ 3,089,527 $ 2,958,911 $ 3,057,943 (1) On June 30, 2017, the Company entered into a new agreement that effectively extended the maturity date of the loan from March 31, 2019 to June 30, 2022. Refer to note 6 for further details of the arrangement. The Company values its Euro Term Loans due September 2020 and January 2022 based on the current market rate, and as of September 29, 2017 , the carrying amounts approximate fair values. The Term Loans due November 2021 and June 2022, and the Notes due February 2020, February 2023 and June 2025 are valued based on broker trading prices in active markets. |