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Fair Value Of Assets And Liabilities
6 Months Ended
Jun. 30, 2011
Fair Value Of Assets And Liabilities  
Fair Value Of Assets And Liabilities

Note 2. Fair Value of Assets and Liabilities

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. "the exit price") in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches, including quoted market prices and discounted cash flows. A hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect a company's judgment concerning the assumptions that market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. The fair value hierarchy is broken down into three levels based on the reliability of inputs as follows:

 

   

Level 1 — Valuations based on quoted prices in active markets for identical instruments that the Company is able to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

 

   

Level 2 — Valuations based on quoted prices in active markets for instruments that are similar, or quoted prices in markets that are not active for identical or similar instruments, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

 

   

Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

 

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the Company's degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases an asset or liability is classified in its entirety based on the lowest level of input that is significant to the measurement of fair value.

Fair value is a market-based measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company's own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition has caused, and in the future may cause, the Company's financial instruments to be reclassified from Level 1 to Level 2 or from Level 2 to Level 3. During the three and six-month periods ended June 30, 2011, the Company did not have any reclassifications in levels.

The Company estimated the fair value of acquisition-related contingent consideration arrangements by applying the income approach using a probability-weighted discounted cash flow model. This fair value measurement is based on significant inputs not observed in the market and thus represents a Level 3 measurement. Level 3 instruments are valued based on unobservable inputs that are supported by little or no market activity and reflect the Company's own assumptions in measuring fair value.

Contingent consideration of $9.6 million was recognized in connection with a business acquisition in February 2011. At June 30, 2011, the amounts recognized for the contingent consideration arrangements, the range of outcomes, and the assumptions used to develop the estimates had not materially changed.

Contingent consideration of $9.3 million was recognized in connection with a business acquisition in June 2011. At June 30, 2011, the amounts recognized for the contingent consideration arrangements, the range of outcomes, and the assumptions used to develop the estimates had not materially changed.

The following table presents the valuation of the Company's financial assets and liabilities as of June 30, 2011 and December 31, 2010, measured at fair value on a recurring basis (in thousands):

 

 

The following table presents the changes in the estimated fair values of the Company's financial assets and liabilities that are measured using significant unobservable inputs (Level 3) for the six months ended June 30, 2011:

 

     (In thousands)  
     Assets      Liabilities  

Balance on December 31, 2010

   $ 0       $ 0   

Acquisition-related contingent consideration recorded in 2011

     0         18,890   
                 

Balance on June 30, 2011

   $ 0       $ 18,890   
                 

Fair Value of Financial Instruments

The estimated fair values of the Company's financial instruments that are not measured at fair value on a recurring basis are as follows:

 

(In thousands)    June 30, 2011      December 31, 2010  
     Carrying Value      Fair Value      Carrying Value      Fair Value  

Assets:

           

Short-term investments – held to maturity

   $ 40,000       $ 40,000       $ 40,000       $ 40,000   

Restricted cash

     0         0         345         345   

Liabilities:

           

2.75% Series A Debentures

     260,747         308,172         255,727         302,672   

2.75% Series B Debentures

     238,771         323,297         234,047         305,422   

Deferred acquisition obligations

     12,050         12,050         619         619   

Fair values were determined as follows:

 

   

The carrying amounts of short-term investments, restricted cash and deferred acquisition obligations approximate fair value because of the short-term maturity of these instruments. The short-term investments are classified as held-to-maturity and are carried at amortized cost.

 

   

The fair value of the Series A and Series B Debentures are estimated based on several standard market variables, including the Company's stock price, yield to put/call through conversion and yield to maturity.

 

   

The Company believes that the recorded values of all of its other financial instruments approximate their fair values because of their nature and respective relatively short maturity dates or durations.

 

   

Deferred acquisition obligations exclude acquisition-related contingent consideration measured at fair value using Level 3 inputs.