Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2012

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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

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
Total	$	44,547	$	-	$	1,923	$	42,624


At December 31, 2011			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)	$	204,240	$	204,240	$	-	$	-
Restricted cash (1)		35,437		35,437		-		-
Short-term investments (2)		3,465		1,026		2,439		-
Investments in lieu of retainage (3)		12,488		-		12,488		-
Long-term investments - auction rate securities (4)		62,311		-		-		62,311
Total	$	317,941	$	240,703	$	14,927	$	62,311

Liabilities:
Interest rate swap contract (5)	$	-	$	-	$	-	$	-
Contingent consideration (6)		51,555		-		-		51,555
Total	$	51,555	$	-	$	-	$	51,555

(1)

Cash, cash equivalents and restricted cash primarily consist 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 municipal bonds. The majority of the municipal bonds 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 accounts receivable, including retainage and are comprised of money market funds, 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 December 31, 2012 and 2011 the Company had $46.3 million and $62.3 million, respectively, invested in auction rate securities ("ARS") which the Company considers as available-for-sale long-term investments. The long-term investments ARS held by the Company at December 31, 2012 and 2011 are in securities collateralized by student loan portfolios. At December 31, 2012 and 2011, most of the Company's ARS were rated AA+ and AAA, respectively. 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 (discount rates range from 3% to 7%); (iii) consideration of the probabilities of default or repurchase at par for each period (term periods range from 6 to 8 years); (iv) prices from recent comparable transactions; and (v) other third party pricing information without adjustment.

(5)

As discussed in Note 5 – 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 December 31, 2012 and 2011 above represent the contingent consideration for the Company's acquisitions in 2011 for which the measurement period for purchase price analysis has 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 2012 and 2011:

	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 pre-tax impairment charges included in accumulated other comprehensive income (loss)		3,224
Balance at December 31, 2012	$	46,283


	Auction Rate
	Securities
	(in thousands)
Balance at December 31, 2010	$	88,129
Purchases		-
Settlements		(21,200	)
Impairment charge included in other income (expense), net		(4,750	)
Reversal of pre-tax impairment charges included in accumulated other comprehensive income (loss)		132
Balance at December 31, 2011	$	62,311

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 2012 and 2011:

	Contingent
	Consideration
	(in thousands)
Balance at December 31, 2011	$	51,555
Fair value measured at conclusion of purchase price analysis measurement period		3,344
Fair value adjustments included in other income (expense), net		654
Contingent consideration settled		(12,929	)
Balance at December 31, 2012	$	42,624


	Contingent
	Consideration
	(in thousands)
Balance at December 31, 2010	$	-
Fair value measured prior to conclusion of purchase price analysis measurement period		57,687
Fair value adjustments included in other income (expense), net		(6,132	)
Balance at December 31, 2011	$	51,555

- Definition

Tabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income (loss), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset.

+ References+ Details

- Definition

Tabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability.

+ References+ Details