Fair Value of Financial Assets and Liabilities

3 Months Ended

Mar. 31, 2012

Fair Value of Financial Assets and Liabilities

5.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 March 31, 2012, 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 March 31, 2012 and December 31, 2011. At March 31, 2012 and December 31, 2011, 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 March 31, 2012 and December 31, 2011, 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 March 31, 2012 and December 31, 2011(tables in thousands):

	March 31, 2012
	Amortized Cost		Unrealized Gains		Unrealized (Losses)		Aggregate Fair Value
U.S. government and agency obligations	$	2,212,101	$	10,111	$	(1,680)	$	2,220,532
U.S. corporate debt securities		1,371,048		11,498		(475)		1,382,071
High yield corporate debt securities		451,107		21,441		(3,199)		469,349
Asset-backed securities		42,766		105		(15)		42,856
Municipal obligations		898,319		2,316		(655)		899,980
Auction rate securities		82,675		0		(4,278)		78,397
Foreign debt securities		1,026,224		6,708		(318)		1,032,614
Total fixed income securities		6,084,240		52,179		(10,620)		6,125,799
Publicly traded equity securities		58,059		23,510		0		81,569
Total	$	6,142,299	$	75,689	$	(10,620)	$	6,207,368

We held approximately $1.0 billion in foreign debt securities at March 31, 2012. These securities have an average credit rating of AA-, and approximately 7% of these securities are deemed sovereign debt with an average credit rating of AA+. None of the securities deemed sovereign debt are from Greece, Italy, Ireland, Portugal or Spain. Additionally, we have an immaterial amount of exposure to French agencies and financial institutions.

	December 31, 2011
	Amortized Cost		Unrealized Gains		Unrealized (Losses)		Aggregate Fair Value
U.S. government and agency obligations	$	2,474,029	$	12,420	$	(1,488)	$	2,484,961
U.S. corporate debt securities		1,400,373		9,953		(2,573)		1,407,753
High yield corporate debt securities		442,723		12,498		(7,742)		447,479
Asset-backed securities		29,101		72		(25)		29,148
Municipal obligations		814,657		2,021		(597)		816,081
Auction rate securities		82,900		0		(8,304)		74,596
Foreign debt securities		984,696		5,185		(2,807)		987,074
Total fixed income securities		6,228,479		42,149		(23,536)		6,247,092
Publicly traded equity securities		58,199		6,802		0		65,001
Total	$	6,286,678	$	48,951	$	(23,536)	$	6,312,093

The following table represents our fair value hierarchy for our financial assets and liabilities measured at fair value as of March 31, 2012 (in thousands):

	Level 1		Level 2		Level 3		Total
Cash	$	1,821,521	$	-	$	-	$	1,821,521
Cash equivalents		2,796,165		53,489		-		2,849,654
U.S. government and agency obligations		1,130,349		1,090,183		-		2,220,532
U.S. corporate debt securities		-		1,382,071		-		1,382,071
High yield corporate debt securities		-		469,349		-		469,349
Asset-backed securities		-		42,856		-		42,856
Municipal obligations		-		899,980		-		899,980
Auction rate securities		-		-		78,397		78,397
Foreign debt securities		-		1,032,614		-		1,032,614
Publicly traded equity securities		81,569		-		-		81,569
Total cash and investments	$	5,829,604	$	4,970,542	$	78,397	$	10,878,543
Other items:
Strategic investments held at cost	$	-	$	-	$	203,847	$	203,847
Convertible debt		-		(3,191,887)		-		(3,191,887)
Foreign exchange derivative assets		-		42,778		-		42,778
Foreign exchange derivative liabilities		-		(32,291)		-		(32,291)
Commodity derivative liabilities		-		(5,410)		-		(5,410)
Interest rate swap contracts		-		(3,831)		-		(3,831)

Our auction rate securities are predominantly rated AAA and are primarily collateralized by student loans. The underlying loans of all but two of our auction rate securities, with a market value of $19.3 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. The two securities whose underlying loans are not guaranteed by the U.S. government have credit enhancements and are insured by third party agencies. We believe the quality of the collateral underlying all of our auction rate securities will enable us to recover our principal balance in full.

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 March 31, 2012, the coupon rates used ranged from 1% to 5% and the discount rate was 1%, whichrate 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 March 31, 2012. 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 March 31, 2012 compared to 2% atDecember 31, 2011 due to the narrowing of credit spreads on AA-rated banks during 2012.

The following table provides a summary of changes in fair value of our Level 3 auction rate securities for the three months endedMarch 31, 2012(table in thousands):

	Three Months Ended
	March 31, 2012
Balance, beginning of the period	$	74,596
Calls at par value		(225)
Decrease in previously recognized unrealized losses included in other
comprehensive income		4,026
Balance, end of the period	$	78,397

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.

We perform a fair value calculation of our strategic investments held at cost on a quarterly basis using the most currently available information. To determine the estimated fair value of our private strategic investments we use a combination of several valuation techniques including discounted cash flow models, acquisition comparables 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 March 31, 2012 by investment category and length of time the investment has been in a continuous unrealized loss position are as follows (table in thousands):

	Less Than 12 Months		12 Months or Greater		Total
		Gross		Gross		Gross
		Unrealized		Unrealized		Unrealized
	Fair Value	Losses	Fair Value	Losses	Fair Value	Losses
U.S. government and agency obligations	$ 862,747	$ (1,651)	$ 1,482	$ (29)	$ 864,229	$ (1,680)
U.S. corporate debt securities	254,514	(475)	-	-	254,514	(475)
High yield corporate debt securities	64,144	(2,818)	1,689	(381)	65,833	(3,199)
Asset-backed securities	12,391	(14)	5	(1)	12,396	(15)
Municipal obligations	287,508	(655)	-	-	287,508	(655)
Auction rate securities	-	-	78,397	(4,278)	78,397	(4,278)
Foreign debt securities	169,025	(318)	-	-	169,025	(318)
Total	$ 1,650,329	$ (5,931)	$ 81,573	$ (4,689)	$ 1,731,902	$ (10,620)

As of March 31, 2012, there were no publicly traded equity securities in a continuous unrealized loss position. For all of our securities for which the amortized cost basis was greater than the fair value at March 31, 2012, we have concluded that currently we neither plan to sell the security nor is it more likely than not that we would be required to sell the security before its anticipated recovery. In making the determination as to whether the unrealized loss is 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, third party guarantees and the time to maturity.

Contractual Maturities

The contractual maturities of fixed income securities held at March 31, 2012 are as follows (table in thousands):

	March 31, 2012
	Amortized		Aggregate
	Cost Basis		Fair Value
Due within one year	$	1,658,223	$	1,662,038
Due after 1 year through 5 years		3,654,373		3,677,387
Due after 5 years through 10 years		440,857		456,844
Due after 10 years		330,787		329,530
Total	$	6,084,240	$	6,125,799

Short-term investments on the consolidated balance sheet include a $5.7 million variable rate note which has a contractual maturityin 2014,andis not classified within investments due within one year above.