7 unchanged sentences
Additional challenges associated with the conduct of our business overseas that may materially adversely affect our operating results include:
−Removed: • difficulty in staffing and managing foreign operations as a result of distance, language, legal and other differences;
• our presence solely in Latin America presents risks relating to regional economic pressures;
3 unchanged sentences
• fluctuations in exchange rates, possible currency devaluations, inflation and hyperinflation;
−Removed: • difficulty selecting, monitoring and controlling partners outside of the United States;
• compliance with a wide variety of foreign laws and regulations;
• expropriation of assets by governments;
−Removed: • difficulty protecting our intellectual property rights overseas due to, among other reasons, the uncertainty of laws and enforcement in certain countries relating to the protection of intellectual property rights;
• lower levels of availability or use of the Internet, through which our online programs are delivered;
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Growing our online academic programs could be difficult for us.
−Removed: Despite our success in effectively transitioning all of our students to an online learning environment shortly after COVID-19 was declared a global pandemic in March 2020, the expansion of our existing online programs and the creation of new online academic programs may not be accepted by students or employers, or by government regulators or accreditation agencies.
+Added: The expansion of our existing online programs and the creation of new online academic programs may not be accepted by students or employers, or by government regulators or accreditation agencies.
In addition, our efforts may be materially adversely affected by increased competition in the online education market or because of problems with the performance or reliability of our online program infrastructure.
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Once licensed, approved, authorized or accredited, some of our institutions may need approvals for new campuses or to add new degree programs.
+Added: Additionally, our institutions are subject to requirements and limitations imposed by the governmental regulatory bodies of the various countries in which they are located.
All of these regulations and their applicable interpretations are subject to change.
2 unchanged sentences
The higher education market is very competitive, and we may not be able to compete effectively.
−Removed: Higher education markets around the world are highly fragmented and are very competitive and dynamic.
Our institutions compete with traditional public and private colleges and universities and other proprietary institutions, including those that offer online professional-oriented programs.
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If we cannot respond effectively to market changes, our business may be materially adversely affected.
−Removed: Even if we are able to develop acceptable new programs, we may not be able to introduce these new programs as quickly as students or employers require or as quickly as our competitors are
−Removed: able to introduce competing programs.
+Added: Even if we are able to develop acceptable new programs, we may
+Added: not be able to introduce these new programs as quickly as students or employers require or as quickly as our competitors are able to introduce competing programs.
Our efforts to introduce a new academic program may be conditioned or delayed by requirements to obtain foreign, federal, state and accrediting agency approvals.
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The success of our institutions depends to a significant extent on the willingness of prospective employers to hire our students upon graduation.
−Removed: Increasingly, employers demand that their employees possess appropriate technological skills and appropriate “soft” skills, such as communication, critical thinking and teamwork skills.
+Added: Increasingly, employers demand that their employees possess appropriate technological and other appropriate skills, such as communication, critical thinking and teamwork.
These skills can evolve rapidly in a changing economic and technological environment.
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As circumstances change and if some or all of these undistributed foreign earnings are remitted to the United States, we may be required to recognize deferred tax liabilities on any amounts that we are unable to repatriate in a tax-free manner.
−Removed: We are subject to regular review and audit by both domestic and foreign tax authorities.
+Added: We are subject to regular review and au dit by both domestic and foreign tax authorities of entities related to both our current operations and operations related to divested entities.
Any adverse outcome of such a review or audit could have a negative effect on our operating results and financial condition.
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Because a significant portion of our expenses do not vary proportionately with the fluctuations in our revenues, our results in a particular fiscal quarter may not indicate accurately the results we will achieve in a subsequent quarter or for the full fiscal year.
−Removed: Connectivity constraints or technology system disruptions to our computer networks could have a material adverse effect on our ability to attract and retain students.
+Added: Connectivity constraints or technology system breaches and/or disruptions to our computer networks could have a material adverse effect on our ability to attract and retain students and subject us to liability, reputational damage or interrupt the operation of our business.
+Added: We rely upon our information technology systems and infrastructure to operate our business.
We run the online operations of our institutions on different platforms, which are in various stages of development.
The performance and reliability of these online operations are critical to the reputation of our institutions and our ability to attract and retain students.
−Removed: Any computer system error or failure, or a sudden and significant increase in traffic on our institutions’ computer networks, may result in the unavailability of these computer networks.
+Added: Any computer system error or failure, or a sudden and significant increase in traffic on our institutions’ computer networks or those of our third-party providers, may result in the unavailability of these computer networks.
In addition, any significant failure of our computer networks could disrupt our on-campus operations.
Individual, sustained or repeated occurrences could significantly damage the reputation of our institutions’ operations and result in a loss of potential or existing students.
−Removed: Additionally, the computer systems and operations of our institutions are vulnerable to interruption or malfunction due to events beyond our control, including natural disasters and other catastrophic events and network and telecommunications failures.
+Added: Additionally, our computer systems (and those of our third-party providers) and operations of our institutions are vulnerable to interruption or malfunction due to events beyond our control, including cyber-attacks, natural disasters and other catastrophic events and network and telecommunications failures.
Like other global companies, our computer systems are regularly subject to and will continue to be the target of computer viruses, malware or other malicious codes (including ransomware), unauthorized access, cyber-attacks or other computer-related penetrations.
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However, over time, the sophistication of these threats continues to increase.
−Removed: The preventative actions we take to reduce the risk of cyber incidents and protect our information may be insufficient.
+Added: The preventative actions we take to reduce the risk of cyber incidents and protect our information and systems may be insufficient.
A user who circumvents security measures could misappropriate proprietary information or cause interruptions to or malfunctions in operations.
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As a result, our revenues and results of operations may be materially adversely affected.
−Removed: We are subject to privacy and information security laws and regulations due to our collection and use of personal information, and any violations of those laws or regulations, or any breach, theft or loss of that information, could materially adversely affect our reputation and operations.
+Added: Any breach, theft or loss of personal information that we collect or any violations of the privacy and information security laws and regulations to which we are subject could materially adversely affect our reputation and operations.
Possession and use of personal information in our operations subjects us to risks and costs that could harm our business.
−Removed: Our institutions collect, use and retain large amounts of personal information regarding our students and their families, including social security numbers, tax return information, personal and family financial data and credit card numbers.
+Added: Our institutions collect, use and retain large amounts of personal information regarding our students and their families, including tax identification numbers, tax return information, personal and family financial data and credit card numbers.
We also collect and maintain personal information of our employees in the ordinary course of our business.
11 unchanged sentences
Furthermore, we are subject to a variety of laws and regulations globally regarding privacy, data protection, and data security, including those related to the collection, storage, handling, use, disclosure, transfer, and security of personal data.
−Removed: For example, the European Union’s privacy and data security regulation, the General Data Protection Regulation (the “GDPR”), imposes more stringent requirements in how we collect and process personal data and provides for significantly greater penalties for noncompliance.
−Removed: Mexico and Peru have passed or are considering similar privacy regulations, resulting in additional compliance burdens and uncertainty as to how some of these laws will be interpreted.
+Added: Mexico and Peru have passed or are considering enhanced privacy and data security regulations, resulting in additional compliance burdens and uncertainty as to how some of these laws will be interpreted.
We have invested, and expect to continue to invest, significant resources to comply with privacy laws and regulations.
A breach, theft or loss of personal information regarding our students and their families, our employees, or other persons that is held by us or our vendors, or a violation of the laws and regulations governing privacy in one or more of the countries in which we operate, could result in significant penalties or legal liability, reputational damage, and/or remediation and compliance costs, which could be substantial and materially adversely affect our business, financial condition and results of operations.
−Removed: An epidemic, pandemic or other public health emergency, such as the global coronavirus (COVID-19) pandemic and the efficacy and distribution of COVID-19 vaccines, could have a material adverse effect on our business, financial condition, cash flows and results of operations.
−Removed: An epidemic, pandemic or other public health emergency, such as the current COVID-19 pandemic and the efficacy and distribution of COVID-19 vaccines, in the locations in which our students, faculty, and staff live, work and attend classes could have an adverse effect on our business, financial condition, cash flows and results of operations.
+Added: An epidemic, pandemic or other public health emergency, such as the global coronavirus (COVID-19) pandemic, could have a material adverse effect on our business, financial condition, cash flows and results of operations.
+Added: An epidemic, pandemic or other public health emergency, such as the COVID-19 pandemic and the efficacy and use of COVID-19 vaccines, in the locations in which our students, faculty, and staff live, work and attend classes could have an adverse effect on our business, financial condition, cash flows and results of operations.
An epidemic, pandemic or other public health emergency could adversely affect, and, in the case of the COVID-19 pandemic, has adversely affected, global economies, market conditions and business operations across industries worldwide, including our industry.
−Removed: Therefore, we remain cautious about how the economy might behave for the next few years and continue to monitor the potential impact of COVID-19 on our operations.
Any general economic slowdown or recession that disproportionately impacts the countries in which our institutions operate could have a material adverse effect on our business, financial condition, cash flows and results of operations.
9 unchanged sentences
We may be unable to operate one or more of our institutions or suffer liability or loss due to a natural or other disaster, including as a result of the effects of climate change.
−Removed: Our institutions are vulnerable to natural or other disasters, including fires, floods, earthquakes, hurricanes and other events beyond our control.
−Removed: A number of our institutions in Mexico and Peru are located in areas that are prone to damage from major weather events, which may be substantial and may occur with higher frequency or severity or be less predictable in the future due to the effects of climate change.
−Removed: For example, in 2017, Peru’s normally arid regions experienced historic, torrential rainfall and subsequent flooding.
−Removed: At least one of our campuses located there suffered flood-related damage.
−Removed: There, as elsewhere in the country, flood-related damage caused a range of disruptions, including in our case a delay in the regularly scheduled start of classes for the semester, which caused revenue disruptions.
+Added: A number of our institutions in Mexico and Peru are located in areas that are prone to damage from natural or other disasters and major weather events, which may be substantial and may occur with higher frequency or severity or be less predictable in the future due to the effects of climate change.
+Added: For example, in 2023, the weather phenomenon known as El Niño returned.
+Added: Peru and its economy are particularly vulnerable to El Niño, which generally results in an increase in storms, flooding and mudslides.
+Added: Depending upon the severity of El Niño and its resulting impact on Peru and its economy, we may experience a range of disruptions, including campus closures, reductions in enrollment and flood-related damage, which could have a material adverse effect on our financial condition and results of operations.
In addition, a number of our institutions in Mexico and Peru are located in areas that are prone to earthquake damage.
3 unchanged sentences
In the event of a major natural or other disaster, we could also experience loss of life of students, faculty members and administrative staff, or liability for damages or injuries.
−Removed: We may be unable to recruit, train and retain qualified and experienced faculty and administrative staff at our institutions.
−Removed: Our success and ability to grow depend on the ability to hire and retain large numbers of talented people.
−Removed: The process of hiring employees with the combination of skills and attributes required to implement our business strategy can be difficult and time-consuming.
−Removed: Our faculty members in particular are key to the success of our institutions.
−Removed: We face competition in attracting and
−Removed: retaining faculty members who possess the necessary experience and accreditation to teach at our institutions.
−Removed: It may be difficult to maintain consistency in the quality of our faculty and administrative staff.
−Removed: If we are unable to, or are perceived to be unable to, attract and retain experienced and qualified faculty, our business, financial condition and results of operations may be materially adversely affected.
If we are unable to upgrade our campuses, they may become less attractive to parents and students and we may fail to grow our business.
9 unchanged sentences
If we fail to attract and retain the key talent needed for us to timely achieve our business objectives, our business and results of operations could be harmed.
+Added: Our success and ability to grow depend on the ability to hire and retain large numbers of talented people.
+Added: The process of hiring employees with the combination of skills and attributes required to implement our business strategy can be difficult and time-consuming.
The marketplace for senior executive management candidates is very competitive.
2 unchanged sentences
Competition for senior leadership may increase our overall compensation expenses, whether resulting from new hires or retention, which may negatively affect our profitability.
−Removed: Litigation may materially adversely affect our business, financial condition and results of operations.
−Removed: Our business is subject to the risk of litigation by employees, students, suppliers, competitors, minority partners, counterparties in transactions in which we purchase or sell assets, stockholders, government agencies or others through private actions, class actions, administrative proceedings, regulatory actions or other litigation, some of which may take place in jurisdictions in which local parties may have certain advantages over foreign parties.
+Added: Our faculty members in particular are key to the success of our institutions.
+Added: We face competition in attracting and retaining faculty members who possess the necessary experience and accreditation to teach at our institutions.
+Added: It may be difficult to maintain consistency in the quality of our faculty and administrative staff.
+Added: If we are unable to, or are perceived to be unable to, attract and retain experienced and qualified faculty, our business, financial condition and results of operations may be materially adversely affected.
+Added: Litigation and divestiture-related indemnification obligations may materially adversely affect our business, financial condition and results of operations.
+Added: Our business is subject to the risk of litigation by employees, students, suppliers, competitors, minority partners, counterparties in transactions in which we purchase or sell assets or leased property, stockholders, government agencies or others through private actions, class actions, administrative proceedings, regulatory actions or other litigation, some of which may take place in jurisdictions in which local parties may have certain advantages over foreign parties.
The outcome of litigation, particularly class action lawsuits, regulatory actions and intellectual property claims, is difficult to assess or quantify.
5 unchanged sentences
See “Item 3—Legal Proceedings.”
+Added: In the past, we have divested a number of businesses.
+Added: As customary, we have contractually agreed to indemnify the buyers against certain liabilities and obligations related to the divestiture.
+Added: If we incur costs associated with indemnification claims related to our divestitures, our business, financial condition and results of operations may be adversely affected.
We are subject to anti-corruption laws in the jurisdictions in which we operate, including the U.S.
12 unchanged sentences
We have in the past had material weaknesses in our internal control over financial reporting.
−Removed: In 2018, we remediated each of the four material weaknesses that were previously identified and were disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
−Removed: See “Item 9A.
−Removed: Controls and Procedures—Remediation of Material Weaknesses” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
−Removed: However, we may in the future discover areas of our internal financial and accounting controls and procedures that need improvement.
+Added: We have identified and remediated material weaknesses in the past and may in the future discover areas of our internal financial and accounting controls and procedures that need improvement.
Our internal control over financial reporting will not prevent or detect all errors and all fraud.
7 unchanged sentences
Our debt agreements contain, and future debt agreements may contain, restrictions that may limit our flexibility in operating our business.
−Removed: Our Third Amended and Restated Credit Agreement dated as of October 7, 2019 (as amended from time to time, the “Credit Agreement”), which governs our multi-currency revolving credit facility (the “Revolving Credit Facility”), contains various covenants that may limit our ability to engage in specified types of transactions.
+Added: Our Third Amended and Restated Credit Agreement dated as of October 7, 2019, as amended in September 2023 (and as may be further amended from time to time, the “Credit Agreement”), which governs our multi-currency revolving credit facility (the
+Added: “Revolving Credit Facility”), contains various covenants that may limit our ability to engage in specified types of transactions.
These covenants limit our and our restricted subsidiaries’ ability to, among other things:
26 unchanged sentences
As a public benefit corporation, we may take actions that we believe will benefit our students and the surrounding communities, even if those actions do not maximize our short- or medium-term financial results.
−Removed: While we believe that this designation and obligation will benefit the Company given the importance to our long-term success of our commitment to education, it could cause our board of directors to make decisions and take actions not in keeping with the short-term or more narrow interests of our stockholders.
+Added: While we believe that this designation and
+Added: obligation will benefit the Company given the importance to our long-term success of our commitment to education, it could cause our board of directors to make decisions and take actions not in keeping with the short-term or more narrow interests of our stockholders.
Any longer-term benefits may not materialize within the timeframe we expect or at all and may have an immediate negative effect.
16 unchanged sentences
The provision of our amended and restated certificate of incorporation requiring exclusive venue in the Court of Chancery in the State of Delaware for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.
−Removed: Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended
−Removed: and restated bylaws or (iv) any action asserting a claim against us governed by the internal affairs doctrine will have to be brought only in the Court of Chancery in the State of Delaware unless we otherwise consent in writing to an alternative form.
+Added: Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws or (iv) any action asserting a claim against us governed by the internal affairs doctrine will have to be brought only in the Court of Chancery in the State of Delaware unless we otherwise consent in writing to an alternative form.
Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and to have consented to the provisions of our amended and restated certificate of incorporation described above.
We believe that this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies.
−Removed: This choice of forum provision, however, may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims.
+Added: This choice of forum provision, however, may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may
+Added: discourage lawsuits with respect to such claims.
Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition, results of operations and cash flows.
14 unchanged sentences
If such a transaction were to occur and the Peruvian tax authorities sought to collect the Peruvian capital gains taxes from the Company’s Peruvian subsidiaries that were not paid by such transferor, it could have a material adverse effect on our business, financial condition or results of operations.
−Removed: Unresolved Staff Comments
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.