Fair Value Measurements

9 Months Ended

Sep. 30, 2011

Fair Value Measurements [Abstract]

Fair Value Measurements

(5) Fair Value Measurements

The Company measures certain financial instruments, including Cash and Cash Equivalents, such as money market funds, at their fair value.  The fair value was determined based on a three-tier valuation hierarchy for disclosure of significant inputs.  These hierarchical tiers are defined as follows:

Level 1 – inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 – inputs are other than quoted prices in active markets that are either directly or indirectly observable through market corroboration.

Level 3 – inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions based on the best information available in the circumstances.

The following tables provide the assets and liabilities carried at fair value measured on a recurring basis as of September 30, 2011 and December 31, 2010 (in thousands):

			Fair Value Measurements at September 30, 2011 Using
	Total Carrying Value at September 30, 2011		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs  (Level 3)
Cash and Cash Equivalents (1)	$	273,321	$	273,321	$	-	$	-
Restricted Cash (1)		35,817		35,817		-		-
Short-term investments (2)		25,147		1,554		2,525		21,068
Bonds substituted for retainage (3)		11,737		-		11,737		-
Long-term Investments –Auction rate securities (4)		67,061		-		-		67,061
Total	$	413,083	$	310,692	$	14,262	$	88,129

			Fair Value Measurements at December 31, 2010 Using
	Total Carrying Value at December 31, 2010		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs  (Level 3)
Cash and Cash Equivalents (1)	$	471,378	$	471,378	$	-	$	-
Restricted Cash (1)		23,550		23,550		-		-
Short-term investments (2)		28		28		-		-
Bonds substituted for retainage (3)		-		-		-		-
Long-term Investments –Auction rate securities (4)		88,129		-		-		88,129
Total	$	583,085	$	494,956	$	-	$	88,129

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(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 certificates of deposit, and municipal bonds, an S&P 500 index mutual fund, and a portion of the Company's investments in auction rate securities (“ARS”).   The fair values of the certificates of deposit and the mutual fund are determined through quoted market prices, and as such, the Company has classified these assets as Level 1.  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.  The Company also classified approximately $21.1 million of ARS from Long-term Investments to Short-term Investments as this portion of the ARS was redeemed at par subsequent to September 30, 2011.

(3) Bonds substituted for 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 AAA.  The fair values of these assets are obtained from readily-available pricing sources for comparable instruments, and as such, the Company has classified these assets as Level 2.

(4) At September 30, 2011 the Company had an additional $67.1 million invested in ARS which the Company considers as available-for-sale Long-term Investments.  The majority of the Long-term Investments ARS held by the Company at September 30, 2011 are in securities collateralized by student loan portfolios, totaling $54.8 million, which are guaranteed by the U.S. government.  Additional amounts totaling $12.2 million are invested in securities collateralized by student loan portfolios, which are privately insured.  At September 30, 2011 most of the Company's ARS are rated AAA or AA.  The Company estimated the fair value of its ARS utilizing an income approach valuation model which considered, among other items, the following inputs: (i) the underlying structure of each security; (ii) the present value of future principal and interest payments discounted at rates considered to reflect current market conditions; and (iii) consideration of the probabilities of default or repurchase at par for each period.

Assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months ended September 30, 2011 and 2010 are as follows (in thousands):

	Auction Rate
	Securities
Balance at December 31, 2010	$	88,129
Purchases		-
Settlements		-
Balance at March 31, 2011		88,129
Purchases		-
Settlements		-
Balance at June 30, 2011		88,129
Purchases		-
Settlements		-
Balance at September 30, 2011	$	88,129

	Auction Rate
	Securities
Balance at December 31, 2009	$	101,201
Purchases		-
Settlements		(375	)
Balance at March 31, 2010		100,826
Purchases		-
Settlements		(150	)
Impairment charge included in Other Income (Expense), net		(360	)
Balance at June 30, 2010		100,316
Settlements		(6,725	)
Reversal of impairment charge included in Other Income (Expense), net		432
Balance at September 30, 2010	$	94,023

The Company has classified $67.1 million of its $88.1 million total ARS investment as Long-term Investments in the Consolidated Condensed Balance Sheet at September 30, 2011, due to the Company's belief that the market for both government-backed and privately insured student loans may take in excess of twelve months to fully recover.  The Company's remaining ARS investments of $21.1 million have been classified as short-term investments and included in the Other Current Assets line item in the Consolidated Condensed Balance Sheet at September 30, 2011 due to the fact that these amounts were redeemed at par subsequent to September 30, 2011.

The carrying amount of Cash and Cash Equivalents approximates fair value due to the short-term nature of these items. The carrying value of receivables, payables, other amounts arising out of normal contract activities, including retainage, which may be settled beyond one year, is estimated to approximate fair value.  Of the Company's Long-term Debt, the fair value of the fixed rate senior unsecured notes as of September 30, 2011 is $255 million, compared to its carrying value of $298.0 million.  The fair value of the senior unsecured notes was estimated based on market quotations at September 30, 2011.  For the remainder of the Company's Long-term Debt, the carrying value is estimated to approximate fair value. The Company is in the process of finalizing the fair values of the tangible and Intangible Assets associated with the acquisitions discussed in Note 3 above.  The preliminary fair values of the contingent considerations were estimated based on an income approach which is based on the cash flows that the acquired entity is expected to generate in the future. This approach requires management to project revenues, operating expenses, working capital investment, capital spending and cash flows for the reporting unit over a multi-year period, as well as determine the weighted-average cost of capital to be used as a discount rate.