FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 31, 2014

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS

The following tables present the Company's financial instruments that are measured at fair value on a recurring basis:

	December 31, 2014
	Quoted Market Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Total Fair Value Measurements
	(In thousands)
Assets:
Cash equivalents:
Money market funds	$	174,720	$	—	$	—		$	174,720
Commercial paper	—		388,801		—			388,801
Time deposits	—		42,914		—			42,914
Marketable securities:
Corporate debt securities	—		159,197		—			159,197
Equity security	1,451		—		—			1,451
Long-term investments:
Auction rate security	—		—		6,070			6,070
Marketable equity security	7,410		—		—			7,410
Total	$	183,581	$	590,912	$	6,070		$	780,563
Liabilities:
Contingent consideration arrangements	$	—	$	—	$	(30,140	)	$	(30,140	)

	December 31, 2013
	Quoted Market Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Total Fair Value Measurements
	(In thousands)
Assets:
Cash equivalents:
Money market funds	$	698,307	$	—	$	—		$	698,307
Commercial paper	—		12,000		—			12,000
Time deposits	—		32,325		—			32,325
Marketable securities:
Corporate debt security	—		1,008		—			1,008
Equity securities	4,996		—		—			4,996
Long-term investments:
Auction rate security	—		—		8,920			8,920
Marketable equity securities	11,711		—		—			11,711
Total	$	715,014	$	45,333	$	8,920		$	769,267
Liabilities:
Contingent consideration arrangements	$	—	$	—	$	(45,828	)	$	(45,828	)

The following table presents the changes in the Company's financial instruments that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

	For the Year Ended
	December 31, 2014						December 31, 2013
	Auction Rate Security			Contingent Consideration Arrangements			Auction Rate Security		Contingent Consideration Arrangements
	(In thousands)
Balance at January 1	$	8,920		$	(45,828	)	$	8,100	$	(1,909	)
Total net gains (losses):
Included in earnings	—			13,367			—		(343		)
Included in other comprehensive (loss) income	(2,850		)	3,025			820		(2,445		)
Fair value at date of acquisition	—			(8,813		)	—		(41,387		)
Settlements	—			8,109			—		256
Balance at December 31	$	6,070		$	(30,140	)	$	8,920	$	(45,828	)

Auction rate security

The Company's auction rate security is valued by discounting the estimated future cash flow streams of the security over the life of the security. Credit spreads and other risk factors are also considered in establishing fair value. The cost basis of the auction rate security is $10.0 million, with a gross unrealized loss of $3.9 million and $1.1 million at December 31, 2014 and December 31, 2013, respectively. The unrealized losses are included in "Accumulated other comprehensive loss" in the accompanying consolidated balance sheet. At December 31, 2014, the auction rate security is rated BBB+ and matures in 2035. The Company does not consider the auction rate security to be other-than-temporarily impaired at December 31, 2014, due to its high credit rating and because the Company does not intend to sell this security, and it is not more likely than not that the Company will be required to sell this security, before the recovery of its amortized cost basis, which may be maturity.

Contingent consideration arrangements

As of December 31, 2014, there are five contingent consideration arrangements related to business acquisitions. Four of the contingent consideration arrangements have limits as to the maximum amount that can be paid; the maximum contingent payments related to these arrangements is $166.9 million and the fair value of these four arrangements at December 31, 2014 is $29.5 million. The fair value of the one contingent consideration arrangement without a limit on the maximum amount is $0.7 million at December 31, 2014. The contingent consideration arrangements are generally based upon earnings performance and/or operating metrics. The Company primarily uses probability-weighted analyses to determine the amount of the gross liability, and, to the extent the arrangement is long-term in nature, applies a discount rate, which captures the risks associated with the obligation. The number of scenarios in the probability-weighted analyses can vary; generally, more scenarios are prepared for longer duration and more complex arrangements. The most significant contingent consideration arrangement relates to the acquisition of Twoo.com.

The Twoo.com contingent consideration arrangement is payable in three annual installments, which began in 2014. Payments are based upon EBITDA and number of monthly active users. The 2014 installment of $7.4 million was paid in the second quarter of 2014. The remaining aggregate amount of the 2015 and 2016 installment payments cannot exceed €77.9 million ($94.9 million at December 31, 2014). The estimate of the fair value for the Twoo.com remaining payments was determined using a probability weighted analysis that forecasted EBITDA and monthly active users based primarily on management's internal projections and strategic plans. The fair value of this arrangement is determined using a discount rate of 15%.

The fair values of the contingent consideration arrangements are sensitive to changes in the forecasts of earnings and/or the relevant operating metrics and changes in discount rates. The Company remeasures the fair value of the contingent consideration arrangements each reporting period, and changes are recognized in “General and administrative expense” in the accompanying consolidated statement of operations. The contingent consideration arrangement liability at December 31, 2014 includes a current portion of $10.7 million and non-current portion of $19.6 million, which are included in “Accrued expenses and other current liabilities” and “Other long-term liabilities,” respectively, in the accompanying consolidated balance sheet.

Financial instruments measured at fair value only for disclosure purposes

The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes:

	December 31, 2014						December 31, 2013
	Carrying Value			Fair Value			Carrying Value			Fair Value
	(In thousands)
Long-term debt	$	(1,080,000	)	$	(1,099,813	)	$	(1,080,000	)	$	(1,058,396	)

The fair value of long-term debt is estimated using market prices or indices for similar liabilities and taking into consideration other factors such as credit quality and maturity, which are Level 3 inputs.