FAIR VALUE MEASUREMENT

3 Months Ended

Mar. 25, 2016

Our assets and liabilities measured at fair value on a recurring basis consisted of the following (in thousands):



	March 25, 2016
	Total Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents (1)	$	21,888	$	21,888	$	—	$	—
Restricted cash and cash equivalents (1)	54,537		54,537		—		—
Other restricted assets (2)	13,874		13,874		—		—
Restricted investments classified as held-to-maturity	136,843		—		136,843		—

Financial liabilities:
Contingent consideration (3)	18,900		—		—		18,900



	December 25, 2015
	Total Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents (1)	$	29,781	$	29,781	$	—	$	—
Restricted cash and cash equivalents (1)	49,680		49,680		—		—
Other restricted assets (2)	11,944		11,944		—		—
Restricted investments classified as held to maturity	128,245		—		128,245		—

Financial liabilities:
Contingent consideration (3)	19,300		—		—		19,300


(1)	Cash equivalents and restricted cash equivalents consist of money market funds, deposits, and investments with original maturities of three months or less.


(2)	Other restricted assets primarily consist of deferred compensation plan accounts, which are comprised of mutual funds classified as available-for-sale securities.


(3)	The estimated fair value of the contingent consideration associated with the acquisition of SIMOS, which was estimated using a probability-adjusted discounted cash flow model. Refer to Note 2: Acquisitions for further details regarding the SIMOS acquisition.

The following table presents the change in the estimated fair value of our liability for contingent consideration measured using significant unobservable inputs (Level 3) for the thirteen weeks ended March 25, 2016, as follows (in thousands):



Fair value measurement at beginning of period	$	19,300
Contingent consideration liability adjustment recorded for final purchase price valuation	(1,000		)
Amortization of present value discount	600
Fair value measurement at end of period	$	18,900

Our estimated liability for contingent consideration represents potential payments of additional consideration for the acquisition of SIMOS, which is payable if certain defined performance goals are achieved. Changes in the fair value of the contingent consideration are recorded in the Consolidated Statements of Operations and Comprehensive Income within selling, general and administrative expenses. Amortization of the present value discount is recorded in the Consolidated Statements of Operations and Comprehensive Income within interest expense. As of March 25, 2016, the contingent consideration liability is included within Other long-term liabilities on the Consolidated Balance Sheets.

- 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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