Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2013

Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following is a summary of financial statement items carried at estimated fair values measured on a recurring basis as of the dates presented:

At March 31, 2013

			Fair Value Measurements Using
					Significant
			Quoted prices		other		Significant
	Total		in active		observable		unobservable
	Carrying		markets		inputs		inputs
	Value		(Level 1)		(Level 2)		(Level 3)
	(in thousands)
Assets:
Cash and cash equivalents (1)	$	132,318	$	132,318	$	—	$	—
Restricted cash (1)	45,231		45,231		—		—
Short-term investments (2)	3,028		799		2,229		—
Investments in lieu of retainage (3)	21,196		8,705		12,491		—
Long-term investments - auction rate securities (4)	46,283		—		—		46,283
Total	$	248,056	$	187,053	$	14,720	$	46,283
Liabilities:
Interest rate swap contract (5)	$	1,643	$	—	$	1,643	$	—
Contingent Consideration (6)	44,004		—		—		44,004
	45,647		$	—	$	1,643	$	44,004

At December 31, 2012

			Fair Value Measurements Using
					Significant
			Quoted prices		other		Significant
	Total		in active		observable		unobservable
	Carrying		markets		inputs		inputs
	Value		(Level 1)		(Level 2)		(Level 3)
	(in thousands)
Assets:
Cash and cash equivalents (1)	$	168,056	$	168,056	$	—	$	—
Restricted cash (1)	38,717		38,717		—		—
Short-term investments (2)	2,679		—		2,679		—
Investments in lieu of retainage (3)	21,934		10,553		11,381		—
Long-term investments - auction rate securities (4)	46,283		—		—		46,283
Total	$	277,669	$	217,326	$	14,060	$	46,283
Liabilities:
Interest rate swap contract (5)	$	1,923	$	—	$	1,923	$	—
Contingent consideration (6)	42,624		—		—		42,624
	$	44,547	$	—	$	1,923	$	42,624

(1) Cash, cash equivalents and restricted cash consist primarily of money market funds with original maturity dates of three months or less, for which fair value is determined through quoted market prices.

(2) Short-term investments are classified as other current assets and are comprised of U.S. Treasury Notes and municipal bonds, the majority of which are rated Aa2 or better.  The fair values of the municipal bonds are obtained from readily-available pricing sources for comparable instruments, and as such, the Company has classified these assets as Level 2.

(3) Investments in lieu of retainage are classified as account receivables, including retainage and are comprised of U.S. Treasury Notes and other municipal bonds, the majority of which are rated Aa3 or better.  The fair values of the U.S. Treasury Notes and municipal bonds are obtained from readily-available pricing sources for comparable instruments, and as such, the Company has classified these assets as Level 2.

(4) At both March 31, 2013 and December 31, 2012 the Company had $46.3 million invested in auction rate securities (“ARS”) which the Company considers as available-for-sale long-term investments.  The long-term investments in ARS held by the Company at both March 31, 2013 and December 31, 2012 are in securities collateralized by student loan portfolios.  At both March 31, 2013 and December 31, 2012, most of the Company’s ARS were rated AA+.

(5) As discussed in Note 10 — Financial Commitments, the Company entered into a swap agreement with Bank of America, N.A. to establish a long-term interest rate for its $200 million five-year term loan.  The swap agreement became effective for the term loan principal balance outstanding at January 31, 2012 and will remain effective through the maturity date of the term loan.  The Company values the interest rate swap liability utilizing a discounted cash flow model that takes into consideration forward interest rates observable in the market and the counterparty’s credit risk.  This liability is classified as a component of other long-term liabilities.

(6) The liabilities listed as of March 31, 2013 and December 31, 2012 above represent the contingent consideration for the Company’s acquisitions in 2011 for which the measurement periods for purchase price analyses for the acquisitions have concluded.

Changes in Level 3 Assets Measured at Fair Value on a Recurring Basis

The following is a summary of changes in Level 3 assets measured at fair value on a recurring basis during the three months ended March 31, 2013 and 2012:

	Auction Rate
	Securities
	(in thousands)
Balance at December 31, 2012	$	46,283
Purchases	—
Settlements	—
Realized loss included in other income (expense), net	—
Reversal of pretax impairment charges included in accumulated other comprehensive income (loss)	—
Balance at March 31, 2013	$	46,283

	Auction Rate
	Securities
	(in thousands)
Balance at December 31, 2011	$	62,311
Purchases	—
Settlements	(16,553		)
Realized loss included in other income (expense), net	(2,699		)
Reversal of pretax impairment charges included in accumulated other comprehensive income (loss)	3,224
Balance at March 31, 2012	$	46,283

Changes in Level 3 Liabilities Measured at Fair Value on a Recurring Basis

The following is a summary of changes in Level 3 liabilities measured at fair value on a recurring basis during the three months ended March 31, 2013 and 2012:

	Contingent
	Consideration
	(in thousands)
Balance at December 31, 2012	$	42,624
Fair value adjustments included in other income (expense), net	1,380
Balance at March 31, 2013	$	44,004

	Contingent
	Consideration
	(in thousands)
Balance at December 31, 2011	$	51,555
Fair value adjustments included in other income (expense), net	142
Balance at March 31, 2012	$	51,697