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Fair Value of Financial Instruments | 6 Months Ended
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Jun. 30, 2013
Fair Value Disclosures [Abstract] |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments include cash and cash equivalents, accounts and notes receivable, cash collateral deposited with insurance carriers, cash surrender value of life insurance policies, auction rate securities, cost and equity method investments, deferred compensation plan assets and liabilities, accounts payable and other current liabilities, acquisition-related contingent consideration and debt obligations. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value guidance establishes a valuation hierarchy, which requires maximizing the use of observable inputs when measuring fair value. The three levels of inputs that may be used are: Level 1 - Quoted market prices in active markets for identical assets or liabilities. Level 2 - Observable market based inputs or other observable inputs. Level 3 - Significant unobservable inputs that cannot be corroborated by observable market data. These values are generally determined using valuation models incorporating management’s estimates of market participant assumptions. Carrying amounts and estimated fair values of selected financial instruments as of the dates indicated were as follows (in millions):
| June 30, 2013 |  | December 31, 2012
| Carrying Amount |  | Fair Value |  | Carrying Amount |  | Fair Value
Assets: |  |  |  |  |  |  |
Cash surrender value of life insurance policies | $ | 12.9 |  |  | $ | 12.9 |  |  | $ | 11.9 |  |  | $ | 11.9 |
Auction rate securities | 9.3 |  |  | 9.3 |  |  | 14.4 |  |  | 14.4 |
Liabilities: |  |  |  |  |  |  |
Deferred compensation plan liabilities | $ | 3.9 |  |  | $ | 3.9 |  |  | $ | 3.3 |  |  | $ | 3.3 |
Acquisition-related contingent consideration | 165.9 |  |  | 165.9 |  |  | 143.6 |  |  | 143.6 |
4.875% senior notes | 400.0 |  |  | 381.8 |  |  | — |  |  | — |
7.625% senior notes | — |  |  | — |  |  | 150.0 |  |  | 154.9 |
Original 4.0% Notes | 9.6 |  |  | 20.5 |  |  | 9.7 |  |  | 15.9 |
Original 4.25% Notes | 3.0 |  |  | 6.5 |  |  | 3.0 |  |  | 5.1 |
New 4.0% Notes | 102.3 |  |  | 223.3 |  |  | 100.9 |  |  | 173.4 |
New 4.25% Notes | 93.3 |  |  | 210.3 |  |  | 92.1 |  |  | 164.9 |
The following methods and assumptions were used to estimate the fair values of financial instruments: Cash Surrender Value of Life Insurance Policies. Cash surrender values of life insurance policies are based on current cash surrender values as quoted by insurance carriers. Life insurance policies support the Company’s split dollar agreements and deferred compensation plan assets. Auction Rate Securities. The fair value of the Company’s auction rate securities was estimated by an independent valuation firm, Houlihan Capital Advisors, LLC, using a probability weighted discounted cash flow model. During the second quarter of 2013, the Company sold one of its auction rate securities, and the issuer of another of its auction rate securities redeemed the security at its par value. See Note 7 - Securities Available for Sale. Deferred Compensation Plan Liabilities. Deferred compensation plan liabilities are based on employee deferrals, together with Company matching contributions, which are valued according to employee-directed investment options. The fair value of deferred compensation plan liabilities is based on quoted market prices of the employees' underlying investment selections. Acquisition-Related Contingent Consideration Acquisition-related contingent consideration in the table above represents the estimated fair value of additional future earn-outs payable for acquisitions of businesses that closed after January 1, 2009, in accordance with U.S. GAAP. The fair value of such acquisition-related contingent consideration is based on management’s estimates and entity-specific assumptions and is evaluated on an on-going basis. See Note 3 - Acquisitions and Other Investments for details of recent acquisitions. Debt. The estimated fair values of the Company’s 4.875% senior notes, 7.625% senior notes, New Convertible Notes and Original Convertible Notes, which are measured on a nonrecurring basis, are based on quoted market prices, a Level 1 input. During the first quarter of 2013, the Company repurchased and redeemed all of its outstanding 7.625% senior notes. See Note 2 - Earnings per Share and Note 10 - Debt for details regarding the Company's debt instruments, including the value of the premium over the principal amount of the New Convertible Notes. Assets and Liabilities Measured at Fair Value on a Recurring Basis As of June 30, 2013, the Company held certain assets and liabilities required to be measured at fair value on a recurring basis. The fair values of financial assets and liabilities measured on a recurring basis were determined using the following inputs as of the dates indicated (in millions):
|  |  | Fair Value Measurements Using Inputs Considered as Significant
| Fair Value as of June 30, 2013 |  | Level 1 |  | Level 2 |  | Level 3
Assets |  |  |  |  |  |  |
Cash surrender value of life insurance policies | $ | 12.9 |  |  | $ | 12.9 |  |  |  |  |
Auction rate securities | $ | 9.3 |  |  |  |  |  |  | $ | 9.3 |
Liabilities |  |  |  |  |  |  |
Deferred compensation plan liabilities | $ | 3.9 |  |  | $ | 3.9 |  |  |  |  |
Acquisition-related contingent consideration | $ | 165.9 |  |  |  |  |  |  | $ | 165.9 |
|  |  | Fair Value Measurements Using Inputs Considered as Significant
| Fair Value as of December 31, 2012 |  | Level 1 |  | Level 2 |  | Level 3
Assets |  |  |  |  |  |  |
Cash surrender value of life insurance policies | $ | 11.9 |  |  | $ | 11.9 |  |  |  |  |
Auction rate securities | $ | 14.4 |  |  |  |  |  |  | $ | 14.4 |
Liabilities |  |  |  |  |  |  |
Deferred compensation plan liabilities | $ | 3.3 |  |  | $ | 3.3 |  |  |  |  |
Acquisition-related contingent consideration | $ | 143.6 |  |  |  |  |  |  | $ | 143.6 |
The following tables provide a reconciliation between the beginning and ending balances of items measured at fair value on a recurring basis using significant unobservable inputs for the periods indicated (in millions):
Three Months Ended June 30, 2013 and 2012: | Auction Rate Securities
Assets | Student Loan |  | Structured Finance Securities |  | Total
Balance as of March 31, 2012 | $ | 12.0 |  |  | $ | 2.0 |  |  | $ | 14.0 |
Changes in fair value recorded in earnings | — |  |  | — |  |  | — |
Changes in fair value recorded in other comprehensive income | (0.3 | ) |  | (0.2 | ) |  | (0.5 | )
Balance as of June 30, 2012 | $ | 11.7 |  |  | $ | 1.8 |  |  | $ | 13.5 |
Balance as of March 31, 2013 | $ | 11.7 |  |  | $ | 3.0 |  |  | $ | 14.7 |
Changes in fair value recorded in earnings | — |  |  | — |  |  | — |
Changes in fair value recorded in other comprehensive income | (0.0 | ) |  | — |  |  | (0.0 | )
Redemption or sale of securities (See Note 7 - Securities Available For Sale) | $ | (2.4 | ) |  | $ | (3.0 | ) |  | $ | (5.4 | )
Balance as of June 30, 2013 | $ | 9.3 |  |  | $ | — |  |  | $ | 9.3 |
Liabilities | Acquisition-Related Contingent Consideration |  |  |  |
Balance as of March 31, 2012 | $ | 80.9 |  |  |  |  |
Payments of contingent consideration | (1.6 | ) |  |  |  |
Valuation changes recorded in earnings | — |  |  |  |  |
Balance as of June 30, 2012 | $ | 79.3 |  |  |  |  |
Balance as of March 31, 2013 | $ | 142.6 |  |  |  |  |
Payments of contingent consideration | (2.0 | ) |  |  |  |
Valuation changes recorded in earnings | — |  |  |  |  |
Additions from new business combinations | 26.7 |  |  |  |  |
Currency translation adjustments included in other comprehensive income | (1.4 | ) |  |  |  |
Balance as of June 30, 2013 | $ | 165.9 |  |  |  |  |
Six Months Ended June 30, 2013 and 2012: | Auction Rate Securities
Assets | Student Loan |  | Structured Finance Securities |  | Total
Balance as of December 31, 2011 | $ | 11.9 |  |  | $ | 1.7 |  |  | $ | 13.6 |
Changes in fair value recorded in earnings | — |  |  | — |  |  | — |
Changes in fair value recorded in other comprehensive income | (0.2 | ) |  | 0.1 |  |  | (0.1 | )
Balance as of June 30, 2012 | $ | 11.7 |  |  | $ | 1.8 |  |  | $ | 13.5 |
Balance as of December 31, 2012 | $ | 11.7 |  |  | $ | 2.7 |  |  | $ | 14.4 |
Changes in fair value recorded in earnings | — |  |  | — |  |  | — |
Changes in fair value recorded in other comprehensive income | (0.0 | ) |  | 0.3 |  |  | 0.3 |
Redemption or sale of securities (See Note 7 - Securities Available For Sale) | (2.4 | ) |  | (3.0 | ) |  | (5.4 | )
Balance as of June 30, 2013 | $ | 9.3 |  |  | $ | — |  |  | $ | 9.3 |
Liabilities | Acquisition-Related Contingent Consideration |  |  |  |
Balance as of December 31, 2011 | $ | 80.9 |  |  |  |  |
Payments of contingent consideration | (1.6 | ) |  |  |  |
Valuation changes recorded in earnings | — |  |  |  |  |
Balance as of June 30, 2012 | $ | 79.3 |  |  |  |  |
Balance as of December 31, 2012 | $ | 143.6 |  |  |  |  |
Payments of contingent consideration | (2.6 | ) |  |  |  |
Valuation changes recorded in earnings | — |  |  |  |  |
Additions from new business combinations | 26.7 |  |  |  |  |
Currency translation adjustments included in other comprehensive income | (1.8 | ) |  |  |  |
Balance as of June 30, 2013 | $ | 165.9 |  |  |  |  |
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Assets and liabilities recognized or disclosed at fair value on a nonrecurring basis, which are initially measured at fair value, and are subsequently remeasured in the event of an impairment or other measurement event, if applicable, include items such as cost and equity method investments, goodwill and other intangible assets, long-lived assets and debt instruments. During the first quarter of 2013, the Company repurchased and redeemed its 7.625% Senior Notes. A debt extinguishment loss of $5.6 million was recorded in connection with the transaction. During the second quarter of 2012, the Company sold the assets and liabilities of DirectStar and incurred a $0.2 million loss on disposal. As of the dates indicated, the Company held the following assets and liabilities required to be remeasured on a nonrecurring basis:
| June 30, 2013 |  | December 31, 2012
Assets of discontinued operations, classified as held for sale | $ | 29.3 |  |  | $ | 26.3 |
Liabilities of discontinued operations, classified as held for sale | $ | 9.9 |  |  | $ | 10.7 |
See Note 4 - Discontinued Operations and Note 10 - Debt for additional details.

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 107 -Paragraph 15A -Subparagraph a-d -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 107 -Paragraph 15C, 15D -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 107 -Paragraph 3, 10, 14, 15 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 157 -Paragraph 32, 33, 34 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 21 -URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13537-108611 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 133 -Paragraph 44A, 44B -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 10 -URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13433-108611 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14064-108612 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=7578670&loc=d3e19207-110258 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 30 -URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14172-108612 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 16 -URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13504-108611 Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 107 -Paragraph 15B -Subparagraph a, b -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 159 -Paragraph 17-22, 27, 28 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. + Details
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