8-K

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): April 11, 2008

Career Education Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	0-23245	36-3932190
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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

N/A

(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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ 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.

In February 2008, Career Education Corporation (the “Company”) announced plans to teach-out all programs at nine of eleven campuses the Company had previously held for sale. The remaining two campuses will be converted to Sanford-Brown schools. As the eleven campuses are no longer being held for sale, the results of operations of these campuses will be reflected within continuing operations for all periods presented. As such, the results of operations for the year ended December 31, 2007 have been adjusted to reflect this change. In addition, in February 2008, the Company announced a new management reporting structure. Exhibits 99.1, 99.2 and 99.3 to this Form 8-K (the “Exhibits”) contain certain financial and operating information for the Company giving effect to the reclassification from discontinued operations into continuing operations of the eleven campuses previously held for sale (the “Reclassification”) as well as giving effect to the Company’s new management reporting structure. The Exhibits are incorporated herein by reference.

Exhibit 99.1 contains the Company’s consolidated statement of income for the year ended December 31, 2007, as reported in the Company’s Annual Report on Form 10-K, and after giving effect to the Reclassification.

Exhibit 99.2 contains the Company’s unaudited consolidated statements of income for the quarterly periods ended March 31, 2007, June 30, 2007, September 30, 2007 and December 31, 2007 and for the year ended December 31, 2007, after giving effect to the Reclassification.

Exhibit 99.3 contains certain Company start and population numbers by reportable segment, after giving effect to the Reclassification and the Company’s new management reporting structure.

By filing this report on Form 8-K and furnishing the Exhibits, 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 Exhibits 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) Exhibits

Exhibit Number	Description of Exhibit
99.1	Company’s consolidated statement of income for the year ended December 31, 2007, as reported in the Company’s Annual Report on Form 10-K, and after giving effect to the Reclassification.

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99.2	Company’s unaudited consolidated statements of income for the quarterly periods ended March 31, 2007, June 30, 2007, September 30, 2007 and December 31, 2007 and for the year ended December 31, 2007, after giving effect to the Reclassification.
99.3	Company start and population numbers by reportable segment, after giving effect to the Reclassification and the Company’s new management reporting structure.

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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/ Jeffrey D. Ayers
	Jeffrey D. Ayers
	Senior Vice President, General Counsel and Corporate Secretary

Dated: April 11, 2008

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Exhibit Index

Exhibit Number	Description of Exhibit
99.1	Company’s consolidated statement of income for the year ended December 31, 2007, as reported in the Company’s Annual Report on Form 10-K, and after giving effect to the Reclassification.
99.2	Company’s unaudited consolidated statements of income for the quarterly periods ended March 31, 2007, June 30, 2007, September 30, 2007 and December 31, 2007 and for the year ended December 31, 2007, after giving effect to the Reclassification.
99.3	Company start and population numbers by reportable segment, after giving effect to the Reclassification and the Company’s new management reporting structure.

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EX-99.1

Exhibit 99.1

CAREER EDUCATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

(In thousands, except per share amounts)

	For the Year Ended December 31, 2007
	(Audited)			(Unaudited)
	As Reported			Adjustment (1)			Reclassified
REVENUE:
Tuition and registration fees	$	1,595,326		$	115,829		$	1,711,155
Other		79,556			5,023			84,579
Total revenue		1,674,882			120,852			1,795,734
OPERATING EXPENSES:
Educational services and facilities		593,659			70,032			663,691
General and administrative		876,801			75,384			952,185
Depreciation and amortization		78,183			—			78,183
Goodwill and asset impairment		5,821			30,944			36,765
Total operating expenses		1,554,464			176,360			1,730,824
Operating income		120,418			(55,508	)		64,910
OTHER INCOME (EXPENSE):
Interest income		18,948			(1	)		18,947
Interest expense		(1,185	)		20			(1,165	)
Share of affiliate earnings		4,735			—			4,735
Miscellaneous income (expense)		761			(19	)		742
Total other income, net		23,259			—			23,259
Income from continuing operations before provision for income taxes		143,677			(55,508	)		88,169
PROVISION / (BENEFIT) FOR INCOME TAXES		48,175			(19,559	)		28,616
INCOME FROM CONTINUING OPERATIONS	$	95,502		$	(35,949	)	$	59,553
DISCONTINUED OPERATIONS:
Loss from discontinued operations, net of income tax benefit		(35,949	)		35,949			—
NET INCOME	$	59,553		$	—		$	59,553
NET INCOME PER SHARE - DILUTED:
Income from continuing operations	$	1.01		$	(0.38	)	$	0.63
Loss from discontinued operations		(0.38	)		0.38			—
Net income	$	0.63		$	—		$	0.63
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING:		94,407			—			94,407

(1) In February 2008, the Company announced plans to teach-out all programs at nine of the eleven campuses previously held for sale. The remaining two campuses will be converted to Sanford-Brown schools. As the eleven campuses are no longer being held for sale, the results of operations will be reflected within continuing operations. This adjustment reclassifies the results of operations of these eleven campuses from discontinued operations into continuing operations.

EX-99.2

EXHIBIT 99.2

CAREER EDUCATION CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME – RECLASSIFIED

(In thousands, except per share amounts)

	For the Three Months Ended,												For the Year Ended December 31, 2007
	March 31, 2007			June 30, 2007			September 30, 2007			December 31, 2007
REVENUE:
Tuition and registration fees	$	439,500		$	417,877		$	407,785		$	445,993		$	1,711,155
Other		20,917			17,042			25,345			21,275			84,579
Total revenue		460,417			434,919			433,130			467,268			1,795,734
OPERATING EXPENSES:
Educational services and facilities		162,541			161,809			165,885			173,456			663,691
General and administrative		237,980			250,640			230,299			233,266			952,185
Depreciation and amortization		18,781			19,662			19,301			20,439			78,183
Goodwill and asset impairment		—			—			—			36,765			36,765
Total operating expenses		419,302			432,111			415,485			463,926			1,730,824
Operating income		41,115			2,808			17,645			3,342			64,910
OTHER INCOME (EXPENSE):
Interest income		4,706			4,127			4,271			5,843			18,947
Interest expense		(360	)		(176	)		(343	)		(286	)		(1,165	)
Share of affiliate earnings		1,712			949			209			1,865			4,735
Miscellaneous expense		237			479			56			(30	)		742
Total other income, net		6,295			5,379			4,193			7,392			23,259
Pretax Income		47,410			8,187			21,838			10,734			88,169
PROVISION FOR INCOME TAXES		17,374			3,062			6,277			1,903			28,616
NET INCOME	$	30,036		$	5,125		$	15,561		$	8,831		$	59,553
NET INCOME PER SHARE - DILUTED	$	0.31		$	0.05		$	0.17		$	0.10		$	0.63
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING:		96,812			94,659			93,455			92,412			94,407

EX-99.3

EXHIBIT 99.3

CAREER EDUCATION CORPORATION

NEW STUDENT START AND POPULATION DATA

	For the Three Months Ended,				For the Year Ended December 31, 2007
	March 31, 2007	June 30, 2007	September 30, 2007	December 31, 2007
STUDENT STARTS (1):
Art & Design	1,630	1,530	3,490	2,650	9,300
Culinary Arts	2,730	2,070	4,480	2,430	11,710
Health Education	4,290	3,820	4,740	3,400	16,250
International	400	330	3,380	2,340	6,450
University	14,610	12,090	13,120	12,410	52,230
Subtotal	23,660	19,840	29,210	23,230	95,940
Transitional Schools	1,840	1,530	2,240	2,610	8,220
Total	25,500	21,370	31,450	25,840	104,160
	As of
	April 30, 2007	July 31, 2007	October 31, 2007	January 31, 2008
STUDENT POPULATION (1):
Art & Design	12,700	13,300	14,700	14,200
Culinary Arts	10,500	11,000	12,100	10,900
Health Education	13,300	12,900	14,600	14,700
International	6,200	1,000	8,600	8,600
University	40,700	39,200	42,300	41,500
Subtotal	83,400	77,400	92,300	89,900
Transitional Schools	9,900	9,200	9,900	9,200
Total	93,300	86,600	102,200	99,100

(1) In February 2008, the Company announced a new management reporting structure and plans to teach-out all programs at nine of the eleven campuses previously held for sale. The remaining two campuses will be converted to Sanford-Brown schools included in the Health Education segment. The Company developed a Transitional Schools segment to focus on campuses in teach-out. The nine campuses previously held for sale and the prior campuses in teach-out are included in the Transitional Schools segment. A detailed listing of campuses by segment are included in the Company’s 2008 Investor and Analyst Day presentations available in the Investor Relations section of the Company’s website and included in the Company’s Form 8-K filed with the Securities and Exchange Commission on March 18, 2008.