4. FAIR VALUE OF CERTAIN FINANCIAL ASSETS AND LIABILITIES

Accounting Standards Codification (“ASC”) 820 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. ASC 820 defines fair value as the price that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The three levels of inputs required by the standard that the Company uses to measure fair value are summarized below.

· Level 1: Quoted prices in active markets for identical assets or liabilities.

· Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices 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 related assets or liabilities.

· 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.

ASC 820 requires the use of observable market inputs (quoted market prices) when measuring fair value and requires a Level 1 quoted price to be used to measure fair value whenever possible.

The following tables present the Company’s held-to-maturity investments at amortized cost as well as the fair value of the Company’s financial assets and liabilities that are recorded at fair value on a recurring basis, segregated among the appropriate levels within the fair value hierarchy at:

March 31, 2014	Level 1		Level 2			Level 3		Total
Cash	$	207,079	$	-		$	-	$	207,079
Money market funds	73,014		-			-		73,014
Certificates of deposit	-		22,043			-		22,043
Commercial paper	-		9,990			-		9,990
Municipal securities	-		432,431			-		432,431
Auction rate securities	-		-			14,526		14,526
Put option related to auction rate securities	-		-			1,024		1,024
Foreign currency derivatives	-		(21		)	-		(21		)
Total	$	280,093	$	464,443		$	15,550	$	760,086

Amounts included in:
Cash and cash equivalents	$	280,093	$	31,927		$	-	$	312,020
Short-term investments	-		432,537			6,395		438,932
Accounts receivable, net	-		349			-		349
Investments	-		-			8,131		8,131
Prepaid expenses and other current assets	-		-			485		485
Other assets	-		-			539		539
Accrued liabilities	-		(370		)	-		(370		)
Total	$	280,093	$	464,443		$	15,550	$	760,086

December 31, 2013	Level 1		Level 2		Level 3		Total
Cash	$	139,300	$	-	$	-	$	139,300
Money market funds	60,102		-		-		60,102
Certificates of deposit	-		22,045		-		22,045
Commercial paper	-		5,991		-		5,991
Municipal securities	-		379,766		-		379,766
Auction rate securities	-		-		16,184		16,184
Put option related to auction rate securities	-		-		1,092		1,092
Total	$	199,402	$	407,802	$	17,276	$	624,480

Amounts included in:
Cash and cash equivalents	$	199,402	$	11,947	$	-	$	211,349
Short-term investments	-		395,855		6,392		402,247
Investments	-		-		9,792		9,792
Prepaid expenses and other current assets	-		-		486		486
Other assets	-		-		606		606
Total	$	199,402	$	407,802	$	17,276	$	624,480

The majority of the Company’s short-term investments are classified within Level 1 or Level 2 of the fair value hierarchy. The Company’s valuation of its Level 1 investments, which include money market funds, is based on quoted market prices in active markets for identical securities. The Company’s valuation of its Level 2 investments, which include certificates of deposit, commercial paper and municipal securities, is based on other observable inputs, specifically a market approach which utilizes valuation models, pricing systems, mathematical tools and other relevant information for the same or similar securities. The Company’s valuation of its Level 2 foreign exchange contracts is based on quoted market prices of the same or similar instruments, adjusted for counterparty risk. There were no transfers between Level 1 and Level 2 measurements during the three-months ended March 31, 2014 or the year ended December 31, 2013, and there were no changes in the Company’s valuation techniques.

The Company’s Level 3 assets are comprised of auction rate securities and put options. The Company’s Level 3 valuation utilized a mark-to-model approach which included estimates for interest rates, timing and amount of cash flows, credit and liquidity premiums, as well as expected holding periods for the auction rate securities. These assumptions are typically volatile and subject to change as the underlying data sources and market conditions evolve. A significant change in any single input could have a significant valuation impact; however, no single input has a more significant impact on valuation than another. There were no changes in the Company’s valuation techniques of its Level 3 assets during the three-months ended March 31, 2014.

The following table presents quantitative information related to the significant unobservable inputs utilized in the Company’s Level 3 recurring fair value measurements as of March 31, 2014.

	Valuation Technique	Unobservable Input	Range (Weighted-Average)
Auction Rate Securities: Trading	Discounted cash flow	Maximum rate probability	0.61%-2.48% (1.53%)
		Principal returned probability	85.58%-94.70% (86.91%)
		Default probability	4.28%-12.18% (11.56%)
		Liquidity risk	3.00%-3.00% (3.00%)
		Recovery rate	60-60 (60)

Put Options	Discounted cash flow	Counterparty risk	0.43%-0.68% (0.51%)

At March 31, 2014, the Company held auction rate securities with a face value of $15.5 million (amortized cost basis of $14.5 million). A Level 3 valuation was performed on the Company’s auction rate securities as of March 31, 2014 resulting in a fair value of $14.5 million for the Company’s trading auction rate securities (after a $1.0 million impairment), which are included in short-term and long-term investments.

In June 2011, the Company entered into an agreement (the “2011 ARS Agreement”), related to $24.5 million of par value auction rate securities (the “2011 ARS Securities”). Under the 2011 ARS Agreement, the Company has the right to sell the 2011 ARS Securities including all accrued but unpaid interest thereon (the “2011 Put Option”) as follows: (i) on or after July 1, 2013, up to $1.0 million aggregate par value; (ii) on or after October 1, 2013, up to an additional $1.0 million aggregate par value; and (iii) in quarterly installments thereafter based on a formula of the then outstanding 2011 ARS Securities, as adjusted for normal market redemptions, with full sale rights available on or after April 1, 2016. The 2011 ARS Securities will continue to accrue interest until redeemed through the 2011 Put Option, or as determined by the auction process, or should the auction process fail, the terms outlined in the prospectus of the respective 2011 ARS Securities. Under the 2011 ARS Agreement, the Company has the obligation, should it receive written notification from the put issuer, to sell the 2011 ARS Securities at par plus all accrued but unpaid interest. During the three-months ended March 31, 2014, $1.7 million of 2011 ARS Securities were redeemed at par through the exercise of a portion of the 2011 Put Option ($2.3 million, $1.3 million and $3.7 million of par value 2011 ARS Securities were redeemed at par during the years ended December 31, 2013, 2012 and 2011, respectively). Subsequent to March 31, 2014, $1.7 million of 2011 ARS Securities were redeemed at par through the exercise of a portion of the 2011 Put Option. The 2011 Put Option does not meet the definition of derivative instruments under ASC 815. Therefore, the Company elected the fair value option under ASC 825-10 in accounting for the 2011 Put Option. As of March 31, 2014, the Company recorded $1.0 million as the fair market value of the 2011 Put Option, included in prepaid expenses and other current assets, as well as in other assets, in the condensed consolidated balance sheet.

The net effect of (i) the revaluation of the 2011 Put Option as of March 31, 2014; (ii) the redemption at par of certain 2011 ARS Securities; and (iii) the revaluation of the Company’s trading auction rate securities as of March 31, 2014 resulted in a loss of $0.001 million, which is included in other income (expense) for the three-months ended March 31, 2014. The net effect of (i) the revaluation of the 2011 Put Option as of March 31, 2013; (ii) the revaluation of the Company’s trading auction rate securities as of March 31, 2013; and (iii) a recognized gain resulting from the redemption of previously other-than-temporary impaired securities resulted in a gain of $2.6 million, which is included in other income (expense) for the three-months ended March 31, 2013.

The following table provides a summary reconciliation of the Company’s financial assets that are recorded at fair value on a recurring basis using significant unobservable inputs (Level 3):

	Three-Months Ended March 31, 2014				Three-Months Ended March 31, 2013
	Auction Rate Securities		Put Options		Auction Rate Securities		Put Options
Opening Balance	$	16,184	$	1,092	$	23,156	$	1,929
Transfers into Level 3	-		-		-		-
Transfers out of Level 3	-		-		-		-
Total gains (losses) for the period:
Included in earnings	67		(68)		2,489		82
Included in other comprehensive income	-		-		(2,483)		-
Settlements	(1,725)		-		(5,792)		-
Closing Balance	$	14,526	$	1,024	$	17,370	$	2,011