The authoritative guidance for fair value measurements establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires that the Company maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

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

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, similar assets and liabilities in markets that are not active or can be corroborated by observable market data.

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. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The following presents information as of December 31, 2014 and 2013 of the Company's assets and liabilities required to be measured at fair value on a recurring basis, as well as the fair value hierarchy used to determine their fair value.

Accounts Receivable and Payable - The amounts recorded in the accompanying balance sheets approximate fair value because of their short-term nature.

Debt - The Company's debt consists primarily of the Company's Credit Agreement, which permits floating-rate borrowings based upon the current Prime Rate or LIBOR plus a credit spread as determined by the Company's leverage ratio calculation (as defined in the Credit Agreement). As of December 31, 2014 and 2013, the Company had $100.0 million and $100.0 million, respectively, of borrowings outstanding under the Credit Agreement. During 2014 and 2013, borrowings accrued interest at an average rate of 1.2% and 1.4% per annum, respectively, excluding unused commitment fees. The amounts recorded in the accompanying Balance Sheets approximate fair value due to the variable nature of the debt.

Derivatives - Net derivative assets (liabilities) are measured at fair value on a recurring basis. The portfolio is valued using models based on market observable inputs, including both forward and spot foreign exchange rates, interest rates, implied volatility, and counterparty credit risk, including the ability of each party to execute its obligations under the contract. As of December 31, 2014, credit risk did not materially change the fair value of the Company's derivative contracts.

The following is a summary of the Company's fair value measurements for its net derivative assets (liabilities) as of December 31, 2014 and 2013 (in thousands):

As of December 31, 2014
		Fair Value Measurements Using
		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
		(Level 1)		(Level 2)		(Level 3)		At Fair Value
Cash flow hedges		$	-	$	(29,169)	$	-	$	(29,169)
Interest rate swaps			-		(1,440)		-		(1,440)
Fair value hedges			-		792		-		792
Embedded derivatives			-		-		-		-
	Total net derivative asset (liability)	$	-	$	(29,817)	$	-	$	(29,817)

As of December 31, 2013
		Fair Value Measurements Using
		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
		(Level 1)		(Level 2)		(Level 3)		At Fair Value
Cash flow hedges		$	-	$	(11,485)	$	-	$	(11,485)
Interest rate swaps			-		(2,152)		-		(2,152)
Fair value hedges			-		(718)		-		(718)
Embedded derivatives			-		(116)		-		(116)
	Total net derivative asset (liability)	$	-	$	(14,471)	$	-	$	(14,471)

The following is a summary of the Company's fair value measurements as of December 31, 2014 and 2013 (in thousands):

As of December 31, 2014
			Fair Value Measurements Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
			(Level 1)		(Level 2)		(Level 3)
Assets
	Money market investments		$	-	$	-	$	-
	Derivative instruments, net			-		-		-
		Total assets	$	-	$	-	$	-

Liabilities
	Deferred compensation plan liability		$	-	$	(8,478)	$	-
	Derivative instruments, net			-		(29,817)		-
	Contingent consideration			-		-		(24,744)
		Total liabilities	$	-	$	(38,295)	$	(24,744)

As of December 31, 2013
			Fair Value Measurements Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
			(Level 1)		(Level 2)		(Level 3)
Assets
	Money market investments		$	-	$	240	$	-
	Derivative instruments, net			-		-		-
		Total assets	$	-	$	240	$	-

Liabilities
	Deferred compensation plan liability		$	-	$	(6,829)	$	-
	Derivative instruments, net			-		(14,471)		-
	Contingent consideration			-		-		(21,748)
		Total liabilities	$	-	$	(21,300)	$	(21,748)

Money Market Investments - The Company invests in various well-diversified money market funds which are managed by financial institutions. These money market funds are not publicly traded, but have historically been highly liquid. The value of the money market funds are determined by the banks based upon the funds' net asset values (“NAV”). As of December 31, 2013, the money market funds permitted daily investments and redemptions at a $1.00 NAV.

Deferred Compensation Plan - The Company maintains a non-qualified deferred compensation plan structured as a Rabbi trust for certain eligible employees. Participants in the deferred compensation plan select from a menu of phantom investment options for their deferral dollars offered by the Company each year, which are based upon changes in value of complementary, defined market investments. The deferred compensation liability represents the combined values of market investments against which participant accounts are tracked.

Contingent Consideration — The Company recorded contingent consideration related to the acquisitions of iKnowtion, Guidon, TSG, WebMetro, Sofica and rogenSi. These contingent payables were recognized at fair value using a discounted cash flow approach and a discount rate of 21.0%, 21.0%, 4.6%, 5.3%, 5.0%, or 4.6%, respectively. The discount rates vary dependent on the specific risks of each acquisition including the country of operation, the nature of services and complexity of the acquired business, and other factors. These measurements were based on significant inputs not observable in the market. The Company will accrete interest expense each period using the effective interest method until the future value of these contingent payables reaches their expected future value of $25.7 million. Interest expense related to all recorded contingent payables is included in Interest expense in the Consolidated Statements of Comprehensive Income (Loss).

During the second and fourth quarters of 2014, the Company recorded fair value adjustments of the contingent consideration associated with the TSG reporting unit within the CTS segment based on revised estimates noting achievement of the targeted 2014 and 2015 EBITDA was remote. Accordingly, a $4.0 million and $3.9 million, respectively, reductions in the payable were recorded as of June 30, 2014 and December 31, 2014 and were included in Other income (expense) in the Consolidated Statements of Comprehensive Income (Loss).

During the third and fourth quarters of 2014, the Company recorded fair value adjustments of the contingent consideration associated with the Sofica reporting unit within the CMS segment of $1.8 million and $0.6 million, respectively, as the Company's revised estimates reflected Sofica exceeding its EBITDA targets for both 2014 and 2015. Accordingly, the $1.8 million and $0.6 million increases in the payable were recorded as of September 30, 2014 and December 31, 2014 and were included in Other income (expense) in the Consolidated Statements of Comprehensive Income (Loss).

During the third quarter of 2014, the Company recorded a fair value adjustment of the contingent consideration associated with the WebMetro reporting unit within the CGS segment based on revised estimates noting achievement of the targeted 2014 EBITDA was remote. Accordingly, a $1.7 million reduction in the payable was recorded as of September 30, 2014 and was included in Other income (expense) in the Consolidated Statements of Comprehensive Income (Loss).

During the fourth quarter of 2014, the Company recorded a fair value adjustment of the contingent consideration associated with the rogenSi reporting unit within the CSS segment based on revised estimates reflecting rogenSi exceeding its EBITDA targets for 2014. Accordingly a $0.5 million increase in the payable was recorded as of December 31, 2014 and was included in Other income (expense) in the Consolidated Statements of Comprehensive Income (Loss).

A rollforward of the activity in the Company's fair value of the contingent consideration is as follows (in thousands):

	December 31, 2013		Acquisitions		Payments		Imputed Interest / Adjustments		December 31, 2014

iKnowtion	$	3,470	$	-	$	(1,400)	$	195	$	2,265
Guidon		2,637		-		(1,426)		(211)		1,000
TSG		12,933		-		(5,292)		(7,641)		-
WebMetro		2,708		-		(1,026)		(1,682)		-
Sofica		-		3,830		-		2,487		6,317
rogenSi		-		14,543		-		619		15,162
Total	$	21,748	$	18,373	$	(9,144)	$	(6,233)	$	24,744

	December 31, 2012		Acquisitions		Payments		Imputed Interest / Adjustments		December 31, 2013

iKnowtion	$	3,633	$	-	$	(1,100)	$	937	$	3,470
Guidon		2,200		-		-		437		2,637
TSG		11,157		-		-		1,776		12,933
WebMetro		-		2,557		-		151		2,708
Total	$	16,990	$	2,557	$	(1,100)	$	3,301	$	21,748