SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1(b), (c), AND
(d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
Career Education Corp.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
141665109
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(CUSIP Number)
DECEMBER 31, 2004
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
(x) Rule 13d-1(b)
(_) Rule 13d-1(c)
(_) Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TIAA-CREF Investment Management, LLC
I.R.S. #13-3586142
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 5,085,892
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 5,085,892
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,085,892
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.96%
12. TYPE OF REPORTING PERSON
IA
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Teachers Advisors, Inc.
I.R.S. # 13-3760073
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 272,159
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 272,159
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
272,159
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.27%
12. TYPE OF REPORTING PERSON
IA
Item 1(a). NAME OF ISSUER:
Career Education Corp.
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
2895 Greenspoint Parkway
Suite 600
Hoffman Estates, IL 60195
Items 2(a)-2(c). NAME, ADDRESS OF PRINCIPAL BUSINESS OFFICE, AND
CITIZENSHIP OF PERSONS FILING:
TIAA-CREF Investment Management, LLC
("Investment Management")
730 Third Avenue
New York, NY 10017
Citizenship: Delaware
Teachers Advisors, Inc. ("Advisors")
730 Third Avenue
New York, NY 10017
Citizenship: Delaware
Item 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
Item 2(e). CUSIP NUMBER: 141665109
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:
INVESTMENT MANAGEMENT
(a) ( ) Broker or dealer registered under Section 15 of the Exchange Act.
(b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) ( ) Insurance Company as defined in Section 3(a)(19) of the Exchange
Act.
(d) ( ) Investment Company registered under Section 8 of the Investment
Company Act.
(e) (x) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) ( ) An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) ( ) A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) ( ) A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) ( ) A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
ADVISORS
(a) ( ) Broker or dealer registered under Section 15 of the Exchange Act.
(b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) ( ) Insurance Company as defined in Section 3(a)(19) of the Exchange
Act.
(d) ( ) Investment Company registered under Section 8 of the Investment
Company Act.
(e) (x) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) ( ) An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) ( ) A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) ( ) A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) ( ) A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. ( )
Item 4. OWNERSHIP.
(a) Aggregate amount beneficially owned: 5,358,051 (Exhibit A)
(b) Percent of class: 5.23 %
(c) Powers of shares:
Investment Management Advisors
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Sole Voting Power: 5,085,892 272,159
Shared Voting Power: 0 0
Sole Dispositive Power: 5,085,892 272,159
Shared Dispositive Power: 0 0
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following ( ).
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
See Exhibit A
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not Applicable
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable
Item 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
Item 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 10, 2005
TIAA-CREF INVESTMENT
MANAGEMENT, LLC
By:
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Maureen M. Milet
Compliance Officer
TEACHERS ADVISORS, INC.
By:
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Maureen M. Milet
Compliance Officer
EXHIBIT A
ITEM 6. OWNERSHIP.
TIAA-CREF Investment Management, LLC ("Investment Management") acts as an
investment adviser to the College Retirement Equities Fund ("CREF"), a
registered investment company, and may be deemed to be a beneficial owner of
5,085,892 shares of Issuer's common stock that owned by CREF. Teachers Advisors,
Inc. ("Advisors") is the investment adviser to four registered investment
companies, TIAA-CREF Mutual ("Mutual Funds"), TIAA-CREF Institutional Funds
("Institutional Funds"), TIAA-CREF Life Funds ("Life Funds") and TIAA Separate
Account VA-1 ("VA-1"), as well as the TIAA-CREF Asset Management Commingled
Funds Trust I (the "TCAM Funds") and may be deemed to be a beneficial owner of
272,159 shares of Issuer's common stock owned by Mutual Funds, Institutional
Funds, Life Funds, VA-1 and TCAM Funds. Investment Management and Advisors are
reporting their combined holdings for the purpose of administrative convenience.
These shares were acquired in the ordinary course of business, and not with the
purpose or effect of changing or influencing control of the Issuer. Each of
Investment Management and Advisors expressly disclaims beneficial ownership of
the other's securities holdings and each disclaims that it is a member of a
"group" with the other.