11 unchanged sentences
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
−Removed: In July 2020, December 2020 and January 2021, our Board of Directors increased the authorization under its existing stock repurchase program by $50.0 million, $100.0 million and $100.0 million, respectively, reflecting an aggregate authorization for share repurchases since the initiation of our program of $500.0 million.
+Added: In January 2021, July 2021, and January 2022 our Board of Directors increased the authorization under its existing stock repurchase program by $100.0 million, $970.0 million and $175.0 million respectively, reflecting an aggregate authorization for share repurchases since the initiation of the program of $1,645.0 million.
The current expiration date on the repurchase authorization by our Board of Directors is December 31, 2022.
−Removed: Repurchases occur at GCE’s discretion and GCE may modify, suspend or discontinue the repurchase authorization at any time.
−Removed: Repurchases may be made in the open market or in privately negotiated transactions, pursuant to the applicable SEC rules.
+Added: Repurchases occur at the Company’s discretion and the Company may modify, suspend or discontinue the repurchase authorization at any time.
+Added: Repurchases may be made in the open market or in privately negotiated transactions, pursuant to the applicable Securities and Exchange Commission rules.
The amount and timing of future share repurchases, if any, will be made as market and business conditions warrant.
−Removed: Since the initial approval of our share repurchase plan, we have purchased 5,578,141 shares of common stock at an aggregate cost of $251.7 million, which purchases are recorded at cost in the accompanying December 31, 2020 consolidated balance sheet and statement of stockholders’ equity.
+Added: On March 10, 2021, the Company entered into an accelerated share repurchase (“ASR”) agreement with Morgan Stanley & Co.
+Added: LLC (“Morgan Stanley”) to repurchase up to $35.0 million of its outstanding shares of common stock as part of the Company’s share repurchase program.
+Added: Under the ASR agreement, the Company received initial delivery of approximately 275,889 shares of common stock, representing approximately 80% of the number of shares of common stock initially underlying the ASR agreement based on the closing price of the common stock of $101.49, on March 9, 2021.
+Added: The total number of shares that the Company repurchased under the ASR program was based on the volume-weighted average price of the common stock during the term of the ASR agreement, less a discount, and was subject to potential adjustments pursuant to the terms and conditions of the ASR agreement.
+Added: The final settlement of the share repurchases under the ASR agreement was completed on May 4, 2021 with additional delivery of 45,914 shares of common stock.
+Added: The ASR agreement resulted in a total of 321,803 shares repurchased at an average cost of $108.76.
+Added: On May 14, 2021, the Company entered into an ASR agreement with Morgan Stanley to repurchase up to $50.0 million of its outstanding shares of common stock as part of the Company’s share repurchase program.
+Added: Under the ASR agreement, the Company received initial delivery on May 17, 2021 of approximately 418,279 shares of common stock, representing approximately 80% of the number of shares of common stock initially underlying the ASR agreement based on the closing price of the common stock of $95.63, on May 14, 2021.
+Added: The total number of shares that the Company repurchased under the ASR program was based on the volume-weighted average price of the common stock during the term of the ASR agreement, less a discount, and subject to potential adjustments pursuant to the terms and conditions of the ASR agreement.
+Added: The final settlement of the share repurchases under the ASR agreement was completed on August 13, 2021 with additional delivery of 139,270 shares of common stock.
+Added: The ASR agreement resulted in a total of 557,549 shares repurchased at an average cost of $89.68.
+Added: Since the initial approval of our share repurchase plan, we have purchased 14,777,590 shares of common stock at an aggregate cost of $1.05 billion, which includes the shares delivered from the ASR agreements and which purchases are recorded at cost in the accompanying December 31, 2021 consolidated balance sheet and statement of stockholders’ equity.
At December 31, 2021, there remained $420.4 million available under our current share repurchase authorization (which authorization was increased to $595.4 million in January 2022).
19 unchanged sentences
GCE Stock Performance
−Removed: The following graph compares the cumulative total return of our common stock with the cumulative total returns of the S&P 500 Index and our education services peer group of seven companies that includes:
+Added: The following graph compares the cumulative total return of our common stock with the cumulative total returns of the S&P 500 Index and our education services peer group of eight companies that includes:
+Added: Wiley Education Services, Pearson plc, CHEGG, Inc., Laureate Education, Inc., Strategic Education, Inc., Adtalum Global Education, Inc., 2U, Inc.
+Added: and Coursera.
+Added: The graph also includes for the required transition year, our 2020 selected education peer group of seven companies that includes:
Wiley Education Services, Pearson plc, CHEGG, Inc., Laureate Education, Inc., Strategic Education, Inc., Adtalum Global Education, Inc., and 2U, Inc.
2 unchanged sentences
2020 Peer Group
+Added: 2021 Peer Group
The information contained in the performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC nor shall such information be deemed incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference into such filing.
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
−Removed: Selected Consolidated Financial and Other Data
−Removed: The following selected consolidated financial and other data should be read in conjunction with Item 8, Consolidated Financial Statements and Supplementary Data , and Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , to fully understand the information presented below.
−Removed: The selected consolidated income statement data and other data, excluding period end enrollment, for the years ended December 31, 2020, 2019 and 2018, and the selected consolidated balance sheet data as of December 31, 2020 and 2019, have been
−Removed: derived from our audited consolidated financial statements for such years, which are included herein.
−Removed: The selected consolidated income statement data and other data, excluding period end enrollment, for the years ended December 31 2017 and 2016, and the selected consolidated balance sheet data as of December 31, 2018, 2017 and 2016, have been derived from our audited consolidated financial statements for such years, which are not included herein.
−Removed: Our historical results are not necessarily indicative of our results for any future period.
−Removed: Year Ended December 31,
−Removed: (In thousands, except per share data)
−Removed: Income Statement Data:
−Removed: Service revenue
−Removed: University related revenue
−Removed: Costs and expenses:
−Removed: Technology and academic services (1)
−Removed: Counseling services and support (1)
−Removed: Marketing and communication (1)
−Removed: General and administrative (1)
−Removed: Amortization of intangible assets
−Removed: University related expenses (1)
−Removed: Loss on transaction
−Removed: Total costs and expenses
−Removed: Operating income
−Removed: Interest income on Secured Note
−Removed: Interest expense
−Removed: Investment interest and other
−Removed: Income before income taxes
−Removed: Income tax expense
−Removed: Earnings per common share
−Removed: Shares used in computing earnings per common share
−Removed: Capital expenditures
−Removed: Depreciation and amortization
−Removed: Intangible asset amortization
−Removed: Period end enrollment (2)
−Removed: Balance Sheet Data:
−Removed: Cash and cash equivalents, and investments
−Removed: Restricted cash, cash equivalents and investments
−Removed: Secured Note receivable, net
−Removed: Total assets (3)
−Removed: Notes payable (including short-term)
−Removed: Total stockholders’ equity
−Removed: (1) During the third quarter of 2018, GCE made changes in its presentation of operating expenses and reclassified prior periods to conform to the current presentation.
−Removed: All years in the five (5) year table were reclassified to conform to the current presentation.
−Removed: (2) Enrollment represents individual students who attended a course during the last two months of the calendar year.
−Removed: (3) During the first quarter of 2016, GCE made changes in its presentation of deferred tax assets and liabilities to comply with a new accounting standard.
−Removed: Accordingly, we reclassified the current deferred taxes to net against noncurrent deferred tax liabilities for all prior periods to conform to the current presentation.
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.