Fair Value of Financial Assets and Liabilities

Our fixed income and equity investments are classified as available for sale and recorded at their fair market values. We determine fair value using the following hierarchy:


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


•	Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, 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 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.

Most of our fixed income securities are classified as Level 2, with the exception of some of our U.S. government and agency obligations and our investments in publicly traded equity securities, which are classified as Level 1, and all of our auction rate securities, which are classified as Level 3. In addition, our strategic investments held at cost are classified as Level 3. At December 31, 2015 and 2014, the vast majority of our Level 2 securities were priced by pricing vendors. These pricing vendors utilize the most recent observable market information in pricing these securities or, if specific prices are not available for these securities, use other observable inputs like market transactions involving identical or comparable securities. In the event observable inputs are not available, we assess other factors to determine the security’s market value, including broker quotes or model valuations. Each month, we perform independent price verifications of all of our fixed income holdings. In the event a price fails a pre-established tolerance check, it is researched so that we can assess the cause of the variance to determine what we believe is the appropriate fair market value.

In general, investments with remaining effective maturities of 12 months or less from the balance sheet date are classified as short-term investments. Investments with remaining effective maturities of more than 12 months from the balance sheet date are classified as long-term investments. Our publicly traded equity securities are classified as long-term investments and our strategic investments held at cost are classified as other assets. As a result of the lack of liquidity for auction rate securities, we have classified these as long-term investments as of December 31, 2015 and 2014. At December 31, 2015 and 2014, all of our short- and long-term investments, excluding auction rate securities, were recognized at fair value, which was determined based upon observable inputs from our pricing vendors for identical or similar assets. At December 31, 2015 and 2014, auction rate securities were valued using a discounted cash flow model.

The following tables summarize the composition of our short- and long-term investments at December 31, 2015 and 2014 (tables in millions):



	December 31, 2015
	Amortized Cost		Unrealized Gains		Unrealized (Losses)			Aggregate Fair Value
U.S. government and agency obligations	$	2,449	$	—	$	(8	)	$	2,441
U.S. corporate debt securities	2,257		1		(10		)	2,248
High yield corporate debt securities	307		2		(22		)	287
Asset-backed securities	20		—		—			20
Municipal obligations	731		1		—			732
Auction rate securities	27		—		(2		)	25
Foreign debt securities	2,332		—		(9		)	2,323
Total fixed income securities	8,123		4		(51		)	8,076
Publicly traded equity securities	126		40		(8		)	158
Total	$	8,249	$	44	$	(59	)	$	8,234



	December 31, 2014
	Amortized Cost		Unrealized Gains		Unrealized (Losses)			Aggregate Fair Value
U.S. government and agency obligations	$	1,951	$	2	$	(2	)	$	1,951
U.S. corporate debt securities	1,998		1		(4		)	1,995
High yield corporate debt securities	570		9		(16		)	563
Asset-backed securities	53		—		—			53
Municipal obligations	948		2		—			950
Auction rate securities	29		—		(2		)	27
Foreign debt securities	2,566		2		(4		)	2,564
Total fixed income securities	8,115		16		(28		)	8,103
Publicly traded equity securities	117		103		(11		)	209
Total	$	8,232	$	119	$	(39	)	$	8,312

We held approximately $2,323 million in foreign debt securities at December 31, 2015. These securities have an average credit rating of A+, and approximately 4% of these securities are deemed sovereign debt with an average credit rating of AA+. None of the securities deemed sovereign debt are from Argentina, Greece, Italy, Ireland, Portugal, Spain, Cyprus or Puerto Rico.

The following tables represent our fair value hierarchy for our financial assets and liabilities measured at fair value as of December 31, 2015 and 2014 (tables in millions):



	December 31, 2015
	Level 1		Level 2			Level 3		Total
Cash	$	2,095	$	—		$	—	$	2,095
Cash equivalents	3,861		593			—		4,454
U.S. government and agency obligations	1,495		946			—		2,441
U.S. corporate debt securities	—		2,248			—		2,248
High yield corporate debt securities	—		287			—		287
Asset-backed securities	—		20			—		20
Municipal obligations	—		732			—		732
Auction rate securities	—		—			25		25
Foreign debt securities	—		2,323			—		2,323
Publicly traded equity securities	158		—			—		158
Total cash and investments	$	7,609	$	7,149		$	25	$	14,783
Other items:
Strategic investments carried at cost	$	—	$	—		$	384	$	384
Investment in joint venture	—		—			39		39
Long-term debt carried at discounted issuance cost	—		(4,999		)	—		(4,999		)
Foreign exchange derivative assets	—		39			—		39
Foreign exchange derivative liabilities	—		(78		)	—		(78		)
Commodity derivative liabilities	—		(4		)	—		(4		)



	December 31, 2014
	Level 1		Level 2			Level 3		Total
Cash	$	2,022	$	—		$	—	$	2,022
Cash equivalents	3,710		611			—		4,321
U.S. government and agency obligations	1,141		810			—		1,951
U.S. corporate debt securities	—		1,995			—		1,995
High yield corporate debt securities	—		563			—		563
Asset-backed securities	—		53			—		53
Municipal obligations	—		950			—		950
Auction rate securities	—		—			27		27
Foreign debt securities	—		2,564			—		2,564
Publicly traded equity securities	209		—			—		209
Total cash and investments	$	7,082	$	7,546		$	27	$	14,655
Other items:
Strategic investments carried at cost	$	—	$	—		$	333	$	333
Investment in joint venture	—		—			37		37
Long-term debt carried at discounted issuance cost	—		(5,544		)	—		(5,544		)
Foreign exchange derivative assets	—		44			—		44
Foreign exchange derivative liabilities	—		(71		)	—		(71		)
Commodity derivative assets	—		12			—		12

Our auction rate securities are predominantly rated investment grade and are primarily collateralized by student loans. The underlying loans of all but one of our auction rate securities, with a market value of $6 million, have partial guarantees by the U.S. government as part of the Federal Family Education Loan Program (“FFELP”) through the U.S. Department of Education. FFELP guarantees at least 95% of the loans which collateralize the auction rate securities. We believe the quality of the collateral underlying most of our auction rate securities will enable us to recover our principal balance.

To determine the estimated fair value of our investment in auction rate securities, we used a discounted cash flow model using a five year time horizon. As of December 31, 2015, the coupon rates used ranged from 1% to 3% and the discount rate was 1%, which rate represents the rate at which similar FFELP backed securities with a five year time horizon outside of the auction rate securities market were trading at December 31, 2015. The assumptions used in preparing the discounted cash flow model include an incremental discount rate for the lack of liquidity in the market (“liquidity discount margin”) for an estimated period of time. The discount rate we selected was based on AA- rated banks as the majority of our portfolio is invested in student loans where EMC acts as a financier to these lenders. The liquidity discount margin represents an estimate of the additional return an investor would require for the lack of liquidity of these securities over an estimated five-year holding period. The rate used for the discount margin was 1% at both December 31, 2015 and 2014, due to narrow credit spreads on AA- rated banks during the years ended December 31, 2015 and 2014.

Significant changes in the unobservable inputs discussed above could result in a significantly lower or higher fair value measurement. Generally, an increase in the discount rate, liquidity discount margin or coupon rate results in a decrease in our fair value measurement and a decrease in the discount rate, liquidity discount margin or coupon rate results in an increase in our fair value measurement.

During the year ended December 31, 2015, there were no material changes to the fair value of our auction rate securities. During the year ended December 31, 2014, we had $34 million of our auction rate securities called.

EMC has a 49% ownership percentage of LenovoEMC Limited, a joint venture with Lenovo that was formed in 2012. We account for our LenovoEMC joint venture using the fair value method of accounting. To determine the estimated fair value at inception of our investment, we used a discounted cash flow model using a three year time horizon, and utilized a discount rate of 6%, which represented the incremental borrowing rate for a market participant. The assumptions used in preparing the discounted cash flow model include an analysis of estimated Lenovo NAS revenue against a prescribed target as well as consideration of the purchase price put and call features included in the joint venture agreement. The put and call features create a floor and a cap on the fair value of the investment. As such, there is a limit to the impact on the fair value that would result from significant changes in the unobservable inputs. We had no changes to the assumptions utilized in the fair value calculation in the fourth quarter of 2015. There was no material change to the fair value of this joint venture during the years ended December 31, 2015 and 2014.

The carrying value of the strategic investments held at cost were accounted for under the cost method. As part of our quarterly impairment review, we perform a fair value calculation of our strategic investments held at cost using the most currently available information. To determine the estimated fair value of private strategic investments held at cost, we use a combination of several valuation techniques including discounted cash flow models, acquisition and trading comparables. In addition, we evaluate the impact of pre- and post-money valuations of recent financing events and the impact of those on our fully diluted ownership percentages, and we consider any available information regarding the issuer’s historical and forecasted performance as well as market comparables and conditions. The fair value of these investments is considered in our review for impairment if any events and changes in circumstances occur that might have a significant adverse effect on their value.

Investment Losses

Unrealized losses on investments at December 31, 2015 and 2014 by investment category and length of time the investment has been in a continuous unrealized loss position are as follows (tables in millions):



December 31, 2015	Less Than 12 Months					12 Months or Greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
U.S. government and agency obligations	$	1,921	$	(8	)	$	—	$	—		$	1,921	$	(8	)
U.S. corporate debt securities	1,818		(10		)	—		—			1,818		(10		)
High yield corporate debt securities	181		(14		)	33		(8		)	214		(22		)
Asset-backed securities	—		—			—		—			—		—
Auction rate securities	—		—			25		(2		)	25		(2		)
Foreign debt securities	1,753		(8		)	86		(1		)	1,839		(9		)
Publicly traded equity securities	3		—			2		(8		)	5		(8		)
Total	$	5,676	$	(40	)	$	146	$	(19	)	$	5,822	$	(59	)



December 31, 2014	Less Than 12 Months					12 Months or Greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
U.S. government and agency obligations	$	1,168	$	(2	)	$	—	$	—		$	1,168	$	(2	)
U.S. corporate debt securities	1,383		(4		)	—		—			1,383		(4		)
High yield corporate debt securities	244		(16		)	—		—			244		(16		)
Auction rate securities	—		—			27		(2		)	27		(2		)
Foreign debt securities	1,563		(4		)	—		—			1,563		(4		)
Publicly traded equity securities	17		(9		)	3		(2		)	20		(11		)
Total	$	4,375	$	(35	)	$	30	$	(4	)	$	4,405	$	(39	)

Under the terms of the Merger Agreement, EMC is required to provide Denali with access to EMC’s cash to help fund the Merger consideration. At this time, EMC has not finalized its plan to access such cash and has not determined if there would be a need to liquidate our investment portfolio based on the likelihood of the Merger closing. For all of our securities for which the amortized cost basis was greater than the fair value at December 31, 2015, we currently have the ability and intent to hold until maturity or anticipated recovery. In making the determination as to whether the unrealized losses are other-than-temporary, we considered the length of time and extent the investment has been in an unrealized loss position, the financial condition and near-term prospects of the issuers, the issuers’ credit rating and the time to maturity.

During 2014, net realized gains of $101 million were recorded in other income (expense), net on the consolidated income statements for gains related to previously held interests in strategic investments and joint venture.

Contractual Maturities

The contractual maturities of fixed income securities held at December 31, 2015 are as follows (table in millions):



	December 31, 2015
	Amortized Cost Basis		Aggregate Fair Value
Due within one year	$	2,722	$	2,721
Due after 1 year through 5 years	4,726		4,704
Due after 5 years through 10 years	413		393
Due after 10 years	262		258
Total	$	8,123	$	8,076

Short-term investments on the consolidated balance sheet include $5 million in variable rate notes which have contractual maturities in 2016, and are not classified within investments due within one year above.