FAIR VALUE

Fair value is defined as the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. There is a three-tier fair value hierarchy, which categorizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The following table represents the Company's fair value hierarchy for its financial assets (cash, cash equivalents and investments) measured at fair value on a recurring basis as of September 30, 2016 (in thousands):



	Level 1		Level 2		Level 3		Total
Assets:
Cash	$	338,510	$	—	$	—	$	338,510
Money market funds	175,328		—		—		175,328
Commercial paper	8,261		—		—		8,261
Auction rate securities	—		—		11,082		11,082
Total assets measured at fair value	$	522,099	$	—	$	11,082	$	533,181



	Level 1		Level 2		Level 3		Total
Assets:
Cash	$	405,597	$	—	$	—	$	405,597
Money market funds	5,043		—		—		5,043
Commercial paper	11,178		—		—		11,178
Auction rate securities	—		—		15,507		15,507
Total assets measured at fair value	$	421,818	$	—	$	15,507	$	437,325


5.	FAIR VALUE — (CONTINUED)

The Company’s Level 3 assets consist of ARS, whose underlying assets are primarily student loan securities supported by guarantees from the Federal Family Education Loan Program (“FFELP”) of the U.S. Department of Education.

The following tables summarize changes in fair value of the Company’s Level 3 assets for the three and nine months ended September 30, 2016 and 2015 (in thousands):



	Three Months Ended September 30,					Nine Months Ended September 30,
	2016		2015			2016			2015
Balance at beginning of period	$	11,036	$	16,049		$	15,507		$	17,151
Decrease in unrealized loss included in accumulated other comprehensive loss	46		8			275			256
Settlements	—		(550		)	(4,700		)	(1,900		)
Balance at end of period	$	11,082	$	15,507		$	11,082		$	15,507

The following table summarizes changes in fair value of the Company’s Level 3 assets from December 31, 2014 to September 30, 2016 (in thousands):



	Auction Rate Securities
Balance at December 31, 2014	$	17,151
Decrease in unrealized loss included in accumulated other comprehensive loss	256
Settlements	(1,900		)
Balance at December 31, 2015	15,507
Decrease in unrealized loss included in accumulated other comprehensive loss	275
Settlements	(4,700		)
Balance at September 30, 2016	$	11,082

ARS are variable rate debt instruments whose interest rates are reset approximately every 28 days. The majority of the underlying securities have contractual maturities greater than twenty years. The ARS are recorded at fair value.

As of September 30, 2016, the Company held ARS with $12 million par value, all of which failed to settle at auction. The majority of these investments are of high credit quality with AAA credit ratings and are primarily student loan securities supported by guarantees from the FFELP of the U.S. Department of Education. The Company may not be able to liquidate and fully recover the carrying value of the ARS in the near term. As a result, most of these securities are classified as long-term investments in the Company’s condensed consolidated balance sheet as of September 30, 2016. ARS with contractual maturities of one year or less are classified as short-term investments in the Company's condensed consolidated balance sheets. See Note 4 for further discussion of the scheduled maturities of investments classified as available-for-sale.

While the Company continues to earn interest on its ARS investments at the contractual rate, these investments are not currently actively trading and therefore do not currently have a readily determinable market value. The estimated fair value of the ARS no longer approximates par value. The Company used a discounted cash flow model to determine the estimated fair value of its investment in ARS as of September 30, 2016. The assumptions used in preparing the discounted cash flow model include estimates for interest rates, credit spreads, timing and amount of contractual cash flows, liquidity risk premiums, expected holding periods and default risk. The Company updates the discounted cash flow model on a quarterly basis to reflect any changes in the assumptions used in the model and settlements of ARS investments that occurred during the period.

The only significant unobservable input in the discounted cash flow model is the discount rate. The discount rate used represents the Company's estimate of the yield expected by a market participant from the ARS investments. The weighted average discount rate used in the discounted cash flow model as of September 30, 2016 and December 31, 2015 was approximately 6% and 5%, respectively. Selecting another discount rate within the range used in the discounted cash flow model would not result in a significant change to the fair value of the ARS.


5.	FAIR VALUE — (CONTINUED)

Based on this assessment of fair value, as of September 30, 2016, the Company determined there was a net decline in the fair value of its ARS investments of approximately $160,000. The decline was deemed to be a temporary impairment and recorded as an unrealized loss in accumulated other comprehensive loss in stockholders’ equity. In addition, while a majority of the ARS are currently rated AAA, if the issuers are unable to successfully close future auctions and/or their credit ratings deteriorate, the Company may be required to record additional unrealized losses in accumulated other comprehensive loss or an other-than-temporary impairment charge to earnings on these investments.

Concentration of Credit Risk and Financial Instruments

The Company performs ongoing credit evaluations of its customers’ financial condition and generally does not require that its customers’ obligations to the Company be secured. The Company maintains reserves for estimated inherent credit losses, and such losses have been within management’s expectations. The large size and widespread nature of the Company’s customer base and the Company’s lack of dependence on any individual customer mitigates the risk of nonpayment of the Company’s accounts receivable. The carrying amount of the accounts receivable approximates the net realizable value. The carrying value of accounts receivable, accounts payable, accrued expenses and long-term debt approximates fair value.