Marketable Securities, Investments and Fair Value Disclosures | Note 2 Marketable Securities, Investments and Fair Value Disclosures The following tables summarize the available-for-sale securities (in thousands): December 31, 2016 Cost Gross Gross Estimated Government and agency securities $ 650,344 $ 43 $ (903) $ 649,484 Corporate debt securities, commercial paper, time deposits, and bank certificates of deposit 6,144,991 812 (4,655) 6,141,148 Alibaba Group equity securities 2,713,484 30,967,395 - 33,680,879 Hortonworks equity securities 26,246 5,713 - 31,959 Other corporate equity securities 8,093 69 (3,057) ( *) 5,105 Total available-for-sale marketable securities $ 9,543,158 $ 30,974,032 $ (8,615) $ 40,508,575 (*) Relates to the other corporate equity securities in an unrealized loss position for less than 12 months. March 31, 2017 Cost Gross Gross Estimated Government and agency securities $ 532,678 $ 21 $ (980) $ 531,719 Corporate debt securities, commercial paper, time deposits, and bank certificates of deposit 6,162,799 1,074 (3,277) 6,160,596 Alibaba Group equity securities 2,713,484 38,646,375 - 41,359,859 Hortonworks equity securities 26,246 11,481 - 37,727 Snap equity securities 50,000 53,749 - 103,749 Other corporate equity securities 8,150 - (3,042) (*) 5,108 Total available-for-sale marketable securities $ 9,493,357 $ 38,712,700 $ (7,299) $ 48,198,758 (*) Relates to the other corporate equity securities in an unrealized loss position for less than 12 months. December 31, March 31, 2017 Reported as: Short-term marketable securities $ 5,700,925 $ 5,582,149 Long-term marketable securities 1,089,707 1,110,166 Investment in Alibaba Group 33,680,879 41,359,859 Other long-term assets and investments 37,064 146,584 Total $ 40,508,575 $ 48,198,758 Short-term, highly liquid investments of $415 million and $632 million as of December 31, 2016 and March 31, 2017, respectively, included in cash and cash equivalents on the condensed consolidated balance sheets are not included in the table above as the gross unrealized gains and losses were immaterial as the carrying value approximates fair value because of the short maturity of those instruments. Realized gains and losses from sales of available-for-sale marketable debt securities were not material for both the three months ended March 31, 2016 and 2017. The remaining contractual maturities of available-for-sale marketable debt securities were as follows (in thousands): December 31, March 31, 2017 Due within one year $ 5,700,925 $ 5,582,149 Due after one year through five years 1,089,707 1,110,166 Total available-for-sale marketable debt securities $ 6,790,632 $ 6,692,315 The following tables show all available-for-sale marketable debt securities in an unrealized loss position for which an other-than-temporary impairment has not been recognized and the related gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position (in thousands): December 31, 2016 Less than 12 Months 12 Months or Longer Total Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Government and agency securities $ 543,605 $ (903) $ - $ - $ 543,605 $ (903) Corporate debt securities, commercial paper, and bank certificates of deposit 2,355,935 (4,638) 46,438 (17) 2,402,373 (4,655) Total available-for-sale marketable debt securities $ 2,899,540 $ (5,541) $ 46,438 $ (17) $ 2,945,978 $ (5,558) March 31, 2017 Less than 12 Months 12 Months or Longer Total Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Government and agency securities $ 486,628 $ (980) $ - $ - $ 486,628 $ (980) Corporate debt securities, commercial paper, and bank certificates of deposit 2,380,497 (3,265) 32,038 (12) 2,412,535 (3,277) Total available-for-sale marketable debt securities $ 2,867,125 $ (4,245) $ 32,038 $ (12) $ 2,899,163 $ (4,257) The Company’s investment portfolio includes equity securities of Alibaba Group, Snap, Hortonworks and other corporate equity securities, as well as liquid high-quality fixed income debt securities including government, agency and corporate debt, money market funds, commercial paper, certificates of deposit and time deposits held with financial institutions. The fair value of any debt or equity security will vary over time and is subject to a variety of market risks including: macro-economic, regulatory, industry, company performance, and systemic risks of the equity markets overall. Consequently, the carrying value of the Company’s investment portfolio will vary over time as the value of the various marketable securities changes. Investments in instruments that earn a fixed rate or a floating rate carry a degree of interest rate risk. Fixed rate securities may have their fair value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Fixed income securities may have their fair value adversely impacted due to a deterioration of the credit quality of the issuer. The longer the term of the securities, the more susceptible they are to changes in market rates. Available-for-sale marketable debt securities are reviewed periodically to identify possible other-than-temporary impairment. The Company has no current requirement or intent to sell the securities in an unrealized loss position. The Company expects to recover up to (or beyond) the initial cost of investment for securities held. The following table sets forth the financial assets and liabilities, measured at fair value, by level within the fair value hierarchy as of December 31, 2016 (in thousands): Fair Value Measurements at Reporting Date Using Assets Level 1 Level 2 Level 3 Total Money market funds (1) $ 375,286 $ - $ - $ 375,286 Available-for-sale marketable debt securities: Government and agency securities (1) - 649,484 - 649,484 Commercial paper and bank certificates of deposit (1) - 3,008,971 - 3,008,971 Corporate debt securities (1) - 3,132,177 - 3,132,177 Time deposits (1) - 39,598 - 39,598 Available-for-sale equity securities: Other corporate equity securities (2) 5,105 - - 5,105 Alibaba Group equity securities 33,680,879 - - 33,680,879 Hortonworks equity securities (2) 31,959 - - 31,959 Hortonworks warrants - - 28,815 28,815 Foreign currency derivative contracts (3) - 11,684 - 11,684 Financial assets at fair value $ 34,093,229 $ 6,841,914 $ 28,815 $ 40,963,958 Liabilities Foreign currency derivative contracts (3) - (9,333) - (9,333) Total financial assets and liabilities at fair value $ 34,093,229 $ 6,832,581 $ 28,815 $ 40,954,625 The following table sets forth the financial assets and liabilities, measured at fair value, by level within the fair value hierarchy as of March 31, 2017 (in thousands): Fair Value Measurements at Reporting Date Using Assets Level 1 Level 2 Level 3 Total Money market funds (1) $ 533,768 $ - $ - $ 533,768 Available-for-sale marketable debt securities: Government and agency securities (1) - 531,719 - 531,719 Commercial paper and bank certificates of deposit (1) - 2,892,727 - 2,892,727 Corporate debt securities (1) - 3,313,247 - 3,313,247 Time deposits (1) - 52,605 - 52,605 Available-for-sale equity securities: Other corporate equity securities (2) 5,108 - - 5,108 Alibaba Group equity securities 41,359,859 - - 41,359,859 Snap equity securities (2) 51,875 51,874 - 103,749 Hortonworks equity securities (2) 37,727 - - 37,727 Hortonworks warrants - - 34,200 34,200 Foreign currency derivative contracts (3) - 1,327 - 1,327 Financial assets at fair value $ 41,988,337 $ 6,843,499 $ 34,200 $ 48,866,036 Liabilities Foreign currency derivative contracts (3) - (17,210) - (17,210) Total financial assets and liabilities at fair value $ 41,988,337 $ 6,826,289 $ 34,200 $ 48,848,826 (1) The money market funds, government and agency securities, commercial paper and bank certificates of deposit, corporate debt securities, and time deposits are classified as part of either cash and cash equivalents or short or long-term marketable securities on the condensed consolidated balance sheets. (2) Hortonworks, Snap and other corporate equity securities are classified as part of other long-term assets and investments on the condensed consolidated balance sheets. (3) Foreign currency derivative contracts are classified as part of either current or noncurrent assets or liabilities on the condensed consolidated balance sheets. The notional amounts of the foreign currency derivative contracts were: $0.6 billion, including contracts designated as net investment hedges of $0.2 billion, as of December 31, 2016; and $0.4 billion, including contracts designated as net investment hedges of $0.2 billion, as of March 31, 2017. The amount of cash included in cash and cash equivalents as of December 31, 2016 and March 31, 2017 was $705 million and $697 million, respectively. The fair values of the Company’s Level 1 financial assets and liabilities are based on quoted prices in active markets for identical assets or liabilities. The fair values of the Company’s Level 2 financial assets and liabilities are obtained using quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets in markets that are not active; and inputs other than quoted prices (e.g., interest rates and yield curves). The Company utilizes a pricing service to assist in obtaining fair value pricing for the marketable debt securities. The fair value for the Company’s Level 3 financial asset was obtained using a Black-Scholes model. Activity between Levels of the Fair Value Hierarchy During the year ended December 31, 2016 and the three months ended March 31, 2017, the Company did not make any transfers between Level 1, Level 2, and Level 3 assets or liabilities. Hortonworks Warrants The estimated fair value of the Hortonworks warrants was $29 million and $34 million as of December 31, 2016 and March 31, 2017, respectively, which is included in other long-term assets and investments on the condensed consolidated balance sheets. During the three months ended March 31, 2016 and 2017, the Company recorded a loss of $39 million and a gain of $5 million, respectively, due to the change in estimated fair value of the Hortonworks warrants during the respective periods, which was included within other (expense) income, net in the Company’s condensed consolidated statements of operations. The estimated fair value of the Hortonworks warrants was determined using a Black-Scholes model. Assets and Liabilities at Fair Value on a Nonrecurring Basis Convertible Senior Notes In 2013, the Company issued $1.4 billion aggregate principal amount of 0.00% Convertible Senior Notes due in 2018 (the “Notes”). The Notes are carried at their original issuance value, net of unamortized debt discount, and are not marked to market each period. The approximate estimated fair value of the Notes as of both December 31, 2016 and March 31, 2017 was $1.3 billion. The estimated fair value of the Notes was determined on the basis of quoted market prices observable in the market and is considered Level 2 in the fair value hierarchy. See Note 10 — “Convertible Notes” for additional information related to the Notes. Other Investments As of December 31, 2016 and March 31, 2017, the Company held approximately $83 million and $33 million, respectively, of investments in equity securities of privately-held companies that are accounted for using the cost method. These investments are included within other long-term assets and investments on the condensed consolidated balance sheets. Such investments are reviewed periodically for impairment. In March 2017, Snap Inc. (“Snap”) completed its initial public offering (“IPO”) and its Class A common shares are now listed for trading on the New York Stock Exchange (“NYSE”). As a result, the Company’s investment in Snap, which consists of both Class A and Class B common shares, is no longer included in investments in equity securities of privately-held companies that are accounted for using the cost method. Commencing with Snap’s IPO, the Company reflects its investment in Snap as an available-for-sale equity security on the condensed consolidated balance sheet and adjusts the investment to fair value each quarterly reporting period with changes in fair value recorded within other comprehensive (loss) income, net of tax. The Company obtains the fair value of its investment in Class B common shares using the quoted prices of Snap’s Class A common shares on the NYSE since the shares are convertible into Class A common shares. Accordingly, the investment balance in Class B common shares is classified as a Level 2 fair value measurement in the fair value hierarchy as the Company is using the quoted prices for similar assets in active markets to calculate the fair value of its investment in Class B common shares of Snap. |