The following tables set forth information regarding the Company's financial assets that are measured at fair value (in thousands) as of July 28, 2012, January 28, 2012 and July 30, 2011.

				Quoted
				Prices in
				Active		Significant
				Markets for		Other		Significant
				Identical		Observable		Unobservable
		July 28,		Assets		Inputs		Inputs
Description		2012		Level 1		Level 2		Level 3

State/Municipal Bonds	$	176,206	$	-	$	176,206	$	-
Corporate Bonds		18,884		-		18,884		-
Auction Rate Securities (ARS)		3,450		-		-		3,450
Variable Rate Demand Notes (VRDN)		16,865		16,865		-		-
US Treasury Notes		3,162		3,162		-		-
Privately Managed Funds		871		-		-		871
Corporate Equities		439		439		-		-
Certificates of Deposit		101		101		-		-

Total	$	219,978	$	20,567	$	195,090	$	4,321


				Quoted
				Prices in
				Active		Significant
				Markets for		Other		Significant
				Identical		Observable		Unobservable
		January 28,		Assets		Inputs		Inputs
Description		2012		Level 1		Level 2		Level 3

State/Municipal Bonds	$	152,650	$	-	$	152,650	$	-
Corporate Bonds		27,732		-		27,732		-
Auction Rate Securities (ARS)		3,450		-		-		3,450
Variable Rate Demand Notes (VRDN)		26,472		26,472		-		-
U.S. Treasury Notes		3,174		3,174		-		-
Privately Managed Funds		1,604		-		-		1,604
Corporate Equities		443		443		-		-
Certificates of Deposit		100		100		-		-

Total	$	215,625	$	30,189	$	180,382	$	5,054


NOTE 7 – FAIR VALUE MEASUREMENTS (CONTINUED):


				Quoted
				Prices in
				Active		Significant
				Markets for		Other		Significant
				Identical		Observable		Unobservable
		July 30,		Assets		Inputs		Inputs
Description		2011		Level 1		Level 2		Level 3

State/Municipal Bonds	$	142,938	$	-	$	142,938	$	-
Corporate Bonds		28,119		-		28,119		-
Auction Rate Securities (ARS)		3,450		-		-		3,450
Variable Rate Demand Notes (VRDN)		20,817		20,817		-		-
US Treasury Notes		2,679		2,679		-		-
Privately Managed Funds		1,909		-		-		1,909
Corporate Equities		473		473		-		-
Certificates of Deposit		100		100		-		-

Total	$	200,485	$	24,069	$	171,057	$	5,359

The Company's investment portfolio was primarily invested in tax exempt variable rate demand notes (“VRDN”), corporate bonds, and governmental debt securities held in managed funds with underlying ratings of A or better at July 28, 2012, January 28, 2012 and July 30, 2011. The underlying securities have contractual maturities which range from 3 days to 28 years. Although the Company's investments in VRDN's have underlying securities with contractual maturities longer than one year, the VRDN's themselves have interest rate resets of 7 days and are considered short-term investments. These securities are classified as available-for-sale and are recorded as Short-term investments, Restricted investments and Other assets on the accompanying Condensed Consolidated Balance Sheets at estimated fair value, with unrealized gains and losses reported net of taxes in Accumulated other comprehensive income.

Additionally, at July 28, 2012, the Company had $0.9 million of privately managed funds, $0.4 million of corporate equities and a single auction rate security (“ARS”) of $3.5 million which continues to fail its auction. At January 28, 2012, the Company had $1.6 million of privately managed funds, $0.4 million of corporate equities and a single ARS of $3.5 million. At July 30, 2011, the Company had $1.9 million of privately managed funds, $0.5 million of corporate equities and a single ARS of $3.5 million. All of these assets are recorded within Other assets in the Condensed Consolidated Balance Sheets.

Level 1 category securities are measured at fair value using quoted active market prices. Level 2 investment securities include corporate and municipal bonds for which quoted prices may not be available on active exchanges for identical instruments. Their fair value is principally based on market values determined by management with assistance of a third party pricing service. Since quoted prices in active markets for identical assets are not available, these prices are determined by the pricing service using observable market information such as quotes from less active markets and/or quoted prices of securities with similar characteristics, among other factors.

The Company's failed ARS is recorded at par value which approximates fair value using Level 3 inputs at each reporting period. Because there is no active market for this particular ARS, its fair value was determined through the use of a discounted cash flow analysis. The terms used in the analysis were based on management's estimate of the timing of future liquidity, which assumes that the security will be called or refinanced by the issuer or settled with a broker dealer prior to maturity. The discount rates used in the discounted cash flow analysis were based on market rates for similar liquid tax exempt securities with comparable ratings and maturities. Due to the uncertainty surrounding the timing of future liquidity, the Company also considered a liquidity/risk value reduction. In estimating the fair value of this ARS, the Company also considered the financial condition and near-term prospects of the issuer, the probability that the Company will be unable to collect all amounts due according to the contractual terms of the security and whether the security has been downgraded by a rating agency. The Company's valuation is sensitive to market conditions and management's judgment and can change significantly based on the assumptions used.

The Company's privately managed funds consist of two types of funds. The privately managed funds cannot be redeemed at net asset value at a specific date without advance notice. As a result, the Company has classified the investments as Level 3.

The following tables summarize the change in the fair value of the Company's financial assets measured using Level 3 inputs during the first six months of fiscal 2012 and fiscal 2011 (dollars in thousands):


		Fair Value Measurements Using Significant
		Unobservable Inputs (Level 3)
	Available-For-Sale
	Debt Securities		Other Investments
	ARS		Private Equity		Total
Beginning Balance at January 28, 2012	$	3,450	$	1,604	$	5,054
Redemptions		-		(722)		(722)
Total gains or (losses)
Included in earnings (or changes in net assets)		-		(11)		(11)
Included in other comprehensive income		-		-		-
Ending Balance at July 28, 2012	$	3,450	$	871	$	4,321



		Fair Value Measurements Using Significant
		Unobservable Inputs (Level 3)
	Available-For-Sale
	Debt Securities		Other Investments
	ARS		Private Equity		Total
Beginning Balance at January 29, 2011	$	3,450	$	1,925	$	5,375
Total gains or (losses)
Included in earnings (or changes in net assets)		-		(16)		(16)
Ending Balance at July 30, 2011	$	3,450	$	1,909	$	5,359

NOTE 7 – FAIR VALUE MEASUREMENTS (CONTINUED):

Quantitative information regarding the significant unobservable inputs related to the ARS as of July 28, 2012 were as follows:

Fair Value

Valuation Technique

Unobservable Inputs

$3,450

Net present value

Total Term

10.4 Years

of cash flows

Yield

0.28%

Comparative bond discount rate

0.20%

Significant increases or decreases in certain of the inputs could result in a lower fair value measurement. For example, a decrease in the yield, or an increase to the comparative bond discount rate could result in a lower fair value.