form8k.htm
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported): March 28, 2008
 
Career Education Corporation
(Exact Name of Registrant as Specified in Charter)
 
Delaware
  
0-23245
  
36-3932190
(State or Other Jurisdiction
  
(Commission
  
(IRS Employer
of Incorporation)
  
File Number)
  
Identification No.)
 

 
2895 Greenspoint Parkway, Suite 600, Hoffman Estates, IL
  
60169
(Address of Principal Executive Offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code (847) 781-3600
 
(Former name or former address, if changed since last report.)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
Item 7.01 Regulation FD Disclosure.
 
On March 28, 2008, Career Education Corporation (the “Company”) intends to make the financial information attached hereto (the “Financial Information”) available on its website at www.careered.com  under “Financial Information” in the “Investor Relations” section within the "SEC Filings" section.  The Financial Information is attached hereto as Exhibit 99.1, and is incorporated herein by reference.  The Financial Information reflects the Company’s revenue and operating profit for 2007 on an actual basis, and after giving effect to the Company’s new reporting structure, on both a quarterly and full-year basis.

The Financial Information may be deemed to be a non-GAAP financial measure in this presentation.  As a general matter, the Company uses these non-GAAP measures in addition to and in conjunction with results presented in accordance with GAAP. Among other things, the Company may use non-GAAP financial measures, such as the Financial Information, in addition to and in conjunction with corresponding GAAP measures, to help analyze the performance of its core business, in connection with the preparation of annual budgets, and in measuring performance for some forms of compensation. In addition, the Company believes that non-GAAP financial information is used by analysts and others in the investment community to analyze the Company's historical results and in providing estimates of future performance and that failure to report these non-GAAP measures could result in confusion among analysts and others and a misplaced perception that the Company's results have underperformed or exceeded expectations.

These non-GAAP financial measures reflect an additional way of viewing aspects of the Company's operations that, when viewed with the Company’s GAAP results and the reconciliations to corresponding GAAP financial measures, provide a more complete understanding of the Company's results of operations and the factors and trends affecting the Company's business. However, these non-GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.
 
By filing this report on Form 8-K and furnishing the Financial Information, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.
 
The Company is furnishing the Financial Information pursuant to the Securities and Exchange Commission’s Regulation FD. This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, unless the Company specifically incorporates it by reference in a document filed under the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as previously set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit

Exhibit
Number                      Description of Exhibit

99.1
Financial Information to be provided on the Company's website on March 28, 2008.

 
 
 
 
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SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
CAREER EDUCATION CORPORATION
     
 
By:
/s/ Michael J. Graham
   
Michael J. Graham
   
Executive Vice President and Chief Financial Officer
 
Dated: March 28, 2008
 
 
 
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Exhibit Index
 
Exhibit
Number
  
Description of Exhibit
99.1
  
Financial Information to be provided on the Company's website on March 28, 2008.
 
 
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