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Fair Value Measurements (Tables) | 6 Months Ended
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Jun. 30, 2014
Fair Value Measurements |
Assets and Liabilities Measured at Fair Value on a Recurring Basis |
|  |  |  | Fair Value Measurements Using |
|  |  |  |  |  | Significant |  |  |
|  |  |  | Quoted prices |  | other |  | Significant |
|  | Total |  | in active |  | observable |  | unobservable |
|  | Carrying |  | markets |  | inputs |  | inputs |
At June 30, 2014 |  | Value |  | (Level 1) |  | (Level 2) |  | (Level 3) |
|  | (in thousands) |
Assets: |  |  |  |  |  |  |  |  |
Cash and cash equivalents (1) |  | $ | 139,858 |  | $ | 139,858 |  | $ | — |  | $ | — |
Restricted cash (1) |  | 42,627 |  | 42,627 |  | — |  | — |
Short-term investments (2) |  | 2,617 |  | –– |  | 2,617 |  | — |
Investments in lieu of retainage (3) |  | 26,824 |  | 17,797 |  | 9,027 |  | — |
Total |  | $ | 211,926 |  | $ | 200,282 |  | $ | 11,644 |  | $ | — |
Liabilities: |  |  |  |  |  |  |  |  |
Interest rate swap contract (5) |  | $ | 835 |  | $ | — |  | $ | 835 |  | $ | — |
Contingent consideration (6) |  | 50,328 |  | — |  | — |  | 50,328 |
|  | $ | 51,163 |  | $ | — |  | $ | 835 |  | $ | 50,328 |
|  |  |  | Fair Value Measurements Using |
|  |  |  |  |  | Significant |  |  |
|  |  |  | Quoted prices |  | other |  | Significant |
|  | Total |  | in active |  | observable |  | unobservable |
|  | Carrying |  | markets |  | inputs |  | inputs |
At December 31, 2013 |  | Value |  | (Level 1) |  | (Level 2) |  | (Level 3) |
|  | (in thousands) |
Assets: |  |  |  |  |  |  |  |  |
Cash and cash equivalents (1) |  | $ | 119,923 |  | $ | 119,923 |  | $ | — |  | $ | — |
Restricted cash (1) |  | 42,594 |  | 42,594 |  | — |  | — |
Short-term investments (2) |  | 2,336 |  | — |  | 2,336 |  | — |
Investments in lieu of retainage (3) |  | 21,913 |  | 12,184 |  | 9,729 |  | — |
Long-term investments - auction rate securities (4) |  | 46,283 |  | — |  | — |  | 46,283 |
Total |  | $ | 233,049 |  | $ | 174,701 |  | $ | 12,065 |  | $ | 46,283 |
Liabilities: |  |  |  |  |  |  |  |  |
Interest rate swap contract (5) |  | $ | 974 |  | $ | — |  | $ | 974 |  | $ | — |
Contingent consideration (6) |  | 46,022 |  | — |  | — |  | 46,022 |
|  | $ | 46,996 |  | $ | — |  | $ | 974 |  | $ | 46,022 |
(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 primarily of 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) On April 30, 2014, the Company sold its auction rate securities (“ARS”) for $44.5 million. At both March 31, 2014 and December 31, 2013 the Company had $46.3 million invested in these ARS which the Company considered as available-for-sale long-term investments. The long-term investments in ARS held by the Company at both March 31, 2014 and December 31, 2013 were in securities collateralized by student loan portfolios. At both March 31, 2014 and December 31, 2013, 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 former $200 million five-year term loan. The swap agreement became effective for the term loan principal balance outstanding at January 31, 2012. This term loan was paid off and the then current amount refinanced on June 5, 2014, providing for a $250 million term loan maturing on June 5, 2019. The interest rate swap continues on its original basis for the initial term and amount and finalizes on June 30, 2016. 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 June 30, 2014 and December 31, 2013 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 |
|  | Auction Rate |
|  | Securities |
|  | (in thousands) |
Balance at December 31, 2013 |  | $ | 46,283 |
Purchases |  | — |
Settlements |  | — |
Balance at March 31, 2014 |  | $ | 46,283 |
Purchases |  | — |
Settlements |  | (44,497 | )
Realized loss included in other income (expense), net |  | (1,786 | )
Reversal of pretax impairment charges included in accumulated other comprehensive income (loss) |  | — |
Balance at June 30, 2014 |  | $ | — |
|  | Auction Rate |
|  | Securities |
|  | (in thousands) |
Balance at December 31, 2012 |  | $ | 46,283 |
Purchases |  | — |
Settlements |  | — |
Balance at March 31, 2013 |  | $ | 46,283 |
Purchases |  | — |
Settlements |  | — |
Balance at June 30, 2013 |  | $ | 46,283 |
Changes in Level 3 Liabilities Measured at Fair Value on a Recurring Basis |
|  | Contingent |
|  | Consideration |
|  | (in thousands) |
Balance at December 31, 2013 |  | $ | 46,022 |
Fair value adjustments included in other income (expense), net |  |  | 3,404 |
Contingent consideration settled |  | (1,031 | )
Balance at March 31, 2014 |  | $ | 48,395 |
Fair value adjustments included in other income (expense), net |  |  | 2,162 |
Contingent consideration settled |  |  | (229 | )
Balance at June 30, 2014 |  | $ | 50,328 |
|  | 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 |
Fair value adjustments included in other income (expense), net |  | 3,914 |
Balance at June 30, 2013 |  | $ | 47,918 |

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- 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 Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=25499696&loc=d3e19279-110258 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=25499696&loc=d3e19207-110258 + Details
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- 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 Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=25499696&loc=d3e19279-110258 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=25499696&loc=d3e19207-110258 + Details
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- Definition Tabular disclosure of assets and liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=25499696&loc=d3e19190-110258 + Details
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