ATGE 10-K Annual Report June 30, 2024 | Alphaminr
Adtalem Global Education Inc.
ALPHAMINR

ATGE 10-K Fiscal year ended June 30, 2024

Balance Sheet
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Income Statement
Debt
ADTALEM GLOBAL EDUCATION INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Stock Purchase Agreement, by and between the Registrant and Cogswell Education, LLC, dated December 4, 2017 (the Cogswell Agreement) Exhibit 2.1 to the Registrants Form 8-K dated December 4, 2017 2.2 Amendment No. 1 to the Cogswell Agreement, dated August 2, 2018 Exhibit 2.1 to the Registrants Form 8-K dated August 3, 2018 2.3 Amendment No. 2 to the Cogswell Agreement dated as of December 11, 2018 Exhibit 2.3 to the Registrants Form 8-K dated December 12, 2018 2.4 Amendment No. 3 to the Cogswell Agreement, dated as of December 11, 2018 Exhibit 2.4 to the Registrants Form 8-K dated December 12, 2018 2.5 Membership Interest Purchase Agreement, by and between the Registrant and San Joaquin Valley College, Inc., dated June 28, 2018 Exhibit 2.1 to the Registrants Form 8-K dated June 29, 2018 2.6 Membership Interest Purchase Agreement by and between the Registrant and Laureate Education, Inc., dated as of September 11, 2020 Exhibit 2.1 to the Registrants Form 8-K dated September 16, 2020 2.7 Waiver and Amendment to Membership Interest Purchase Agreement by and between the Registrant and Laureate Education, Inc., dated as of July 21, 2021 Exhibit 2.1 to the Registrants Form 8-K dated July 27, 2021 2.8 Equity Purchase Agreement, by and among McKissock, LLC, Avalon Acquiror, Inc. and the Registrant, dated as of January 24, 2022 Exhibit 2.1 to the Registrants Form 8-K dated January 25, 2022 2.9 Equity Purchase Agreement Side Letter, by and among McKissock, LLC, Avalon Acquiror, Inc. and the Registrant, dated as of March 10, 2022 Exhibit 2.2 to the Registrants Form 10-Q for the quarter ended March 31, 2022 3.1 Restated Certificate of Incorporation of the Registrant, dated May 23, 2017 Exhibit 3.2 to the Registrants Form 8-K dated May 22, 2017 3.2 Amendment to Restated Certificate of Incorporation of the Registrant, dated November 8, 2023 3.3 Amended and Restated By-Laws of the Registrant, as amended November 27, 2023 Exhibit3.1 to the Registrants Form8-K dated November 29, 2023 4.1 Description of Registrants Securities 4.2 Indenture, dated as of March 1, 2021, by and between Adtalem Escrow Corporation, as predecessor to the Registrant, as issuer, the parties that are signatories thereto as Subsidiary Guarantors, as subsidiary guarantors, and U.S. Bank National Association, as trustee and notes collateral agent (the Note Indenture) (which Note Indenture includes as Exhibit A, the Form of 5.500% Senior Notes due 2028) Exhibit 4.1 to the Registrants Form 8-K dated March 1, 2021 4.3 Supplemental Indenture, dated as of August 12, 2021, by and between the Registrant, as issuer, the parties that are signatories thereto as Subsidiary Guarantors, as subsidiary guarantors, and U.S. Bank National Association, as trustee and notes collateral agent, pursuant to which Registrant assumed the obligations of Adtalem Escrow Corporation under the Note Indenture Exhibit 4.2 to the Registrants Form 8-K dated August 12, 2021 4.4 Credit Agreement, dated as of August 12, 2021, by and between the Registrant, as borrower, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent (the Credit Agreement) Exhibit 10.1 to the Registrants Form 8-K dated August 12, 2021 4.5 Amendment No. 1 to Credit Agreement Exhibit 4(e) to the Registrants Form 10-K for the year ended June 30, 2023 4.6 Amendment No. 2 to Credit Agreement Exhibit 4(a) to the Registrants Form 10-Q for the quarter ended March 31, 2024 10.1* Registrants Fourth Amended and Restated Incentive Plan of 2013 Exhibit 10(f) to the Registrants Form 10-Q for the quarter ended September 30, 2022 10.2* Registrants Nonqualified Deferred Compensation Plan Exhibit 4.3 to the Registrants Form S-8 dated August 27, 2014 10.3* Registrants Retirement Plan Exhibit 10(d) to the Registrants Form 10-K for the year ended June 30, 2022 10.4* Amendment One to the Registrants Retirement Plan Exhibit 10(e) to the Registrants Form 10-K for the year ended June 30, 2022 10.5* Amendment Two to the Registrants Retirement Plan Exhibit 10(f) to the Registrants Form 10-K for the year ended June 30, 2022 10.6* Amendment Three to the Registrants Retirement Plan Exhibit 10(g) to the Registrants Form 10-K for the year ended June 30, 2022 10.7* Form of Nonqualified Stock Option Agreement for Executive Officers Exhibit 10(o) to the Registrants Form 10-K for the year ended June 30, 2014 10.8* Form of Nonqualified Stock Option Agreement for Employees Exhibit 10(p) to the Registrants Form 10-K for the year ended June 30, 2014 10.9* Form of Incentive Stock Option Agreement for Executive Officers Exhibit 10(q) to the Registrants Form 10-K for the year ended June 30, 2014 10.10* Form of Incentive Stock Option Agreement for Employees Exhibit 10(r) to the Registrants Form 10-K for the year ended June 30, 2014 10.11* Form of Full Value Share Award Agreement for Executive Officers Exhibit 10.1 to the Registrants Form 8-K dated May 8, 2014 10.12* Form of Full Value Share Award Agreement for Directors Exhibit 10(t) to the Registrants Form 10-K for the year ended June 30, 2014 10.13* Form of Full Value Share Award Agreement for Employees Exhibit 10(u) to the Registrants Form 10-K for the year ended June 30, 2014 10.14* Form of Performance Share Award Agreement for Executive Officers Exhibit 10(v) to the Registrants Form 10-K for the year ended June 30, 2014 10.15* Form of Performance Share Award Agreement for Employees Exhibit 10(w) to the Registrants Form 10-K for the year ended June 30, 2014 10.16* Form of Restricted Cash Award Agreement for Employees Exhibit 10(x) to the Registrants Form 10-K for the year ended June 30, 2014 10.17* Form of Nonqualified Stock Option Award Agreement for Executive Officers (for awards granted in fiscal year 2022) Exhibit 10(a) to the Registrants Form 10-Q for the quarter ended September 30, 2021 10.18* Form of Incentive Stock Option Award Agreement for Executive Officers (for awards granted in fiscal year 2022) Exhibit 10(b) to the Registrants Form 10-Q for the quarter ended September 30, 2021 10.19* Form of Restricted Stock Unit Award Agreement for Executive Officers (for awards granted in fiscal year 2022) Exhibit 10(c) to the Registrants Form 10-Q for the quarter ended September 30, 2021 10.20* Form of Restricted Stock Unit Award Agreement for Directors (for awards granted in fiscal year 2022) Exhibit 10(d) to the Registrants Form 10-Q for the quarter ended September 30, 2021 10.21* Form of Restricted Stock Unit Award Agreement for Employees (for awards granted in fiscal year 2022) Exhibit 10(e) to the Registrants Form 10-Q for the quarter ended September 30, 2021 10.22* Form of Performance-Based Restricted Stock Unit Award Agreement for Executive Officers (for awards granted in fiscal year 2022) Exhibit 10(f) to the Registrants Form 10-Q for the quarter ended September 30, 2021 10.23* Form of Performance-Based Restricted Stock Unit Award Agreement for Employees (for awards granted in fiscal year 2022) Exhibit 10(g) to the Registrants Form 10-Q for the quarter ended September 30, 2021 10.24* Form of Restricted Cash Award Agreement for Employees (for awards granted in fiscal year 2022) Exhibit 10(h) to the Registrants Form 10-Q for the quarter ended September 30, 2021 10.25* Form of Restricted Stock Unit Award Agreement for Executive Officers (for awards granted in fiscal year 2023) Exhibit 10(a) to the Registrants Form 10-Q for the quarter ended September 30, 2022 10.26* Form of Restricted Stock Unit Award Agreement for Employees (for awards granted in fiscal year 2023) Exhibit 10(b) to the Registrants Form 10-Q for the quarter ended September 30, 2022 10.27* Form of Performance-Based Restricted Stock Unit Award Agreement for Executive Officers (for awards granted in fiscal year 2023) Exhibit 10(c) to the Registrants Form 10-Q for the quarter ended September 30, 2022 10.28* Form of Performance-Based Restricted Stock Unit Award Agreement for Employees (for awards granted in fiscal year 2023) Exhibit 10(d) to the Registrants Form 10-Q for the quarter ended September 30, 2022 10.29* Form of Restricted Cash Award Agreement for Employees (for awards granted in fiscal year 2023) Exhibit 10(e) to the Registrants Form 10-Q for the quarter ended September 30, 2022 10.30* Form of Performance-Based Restricted Stock Unit Award Agreement for Executive Officers (for awards granted in fiscal year 2024) Exhibit 10(a) to the Registrants Form 10-Q for the quarter ended December 31, 2023 10.31* Form of Indemnification Agreement between the Registrant and its Directors Exhibit10(f) to the Registrants Form10-K for the year ended June 30, 2010 10.32* Executive Employment Agreement between the Registrant and Gregory S. Davis, dated July 7, 2016 Exhibit 10.1 to the Registrants Form 8-K dated January 1, 2017 10.33* Executive Employment Agreement between the Registrant and Steven Riehs, dated May 17, 2013 Exhibit 10.1 to the Registrants Form 8-K dated May 22, 2013 10.34* Executive Employment Agreement between the Registrant and Donna N. Jennings-Howell, dated October 12, 2009 Exhibit 10(jj) to the Registrants Form 10-K for the year ended June 30, 2018 10.35* Executive Employment Agreement between the Registrant and Michael O. Randolfi Exhibit 10.1 to the Registrants Form 8-K dated August 27, 2019 10.36* Executive Employment Agreement between the Registrant and Karen S. Cox, dated June 15, 2018 Exhibit 10(nn) to the Registrants Form 10-K for the year ended June 30, 2020 10.37* Executive Employment Agreement between the Registrant and Douglas G. Beck, dated May 6, 2021 Exhibit 10(gg) to the Registrants Form 10-K for the year ended June 30, 2021 10.38* Executive Employment Agreement effective September 8, 2021, between the Registrant and Stephen W. Beard Exhibit 10.1 to the Registrants Form 8-K dated August 6, 2021 10.39* Executive Employment Agreement effective October 18, 2021, between the Registrant and Robert J. Phelan Exhibit 10.1 to the Registrants Form 8-K dated November 15, 2021 10.40* Separation Agreement and Release dated April 10, 2024 between the Registrant and Dr. John Danaher Exhibit 10.1 to the Registrants Form 8K/A dated September 6, 2023 10.41* Executive Employment Agreement between the Registrant and Maurice Herrera Exhibit 10(qq) to the Registrants Form 10-K for the year ended June 30, 2022 10.42* Executive Employment Agreement between the Registrant and Steven Tom Exhibit 10(rr) to the Registrants Form 10-K for the year ended June 30, 2023 10.43* Executive Employment Agreement between the Registrant and Michael Betz 19.1 Insider Trading Policy 21.1 Subsidiaries of the Registrant 23.1 Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm 31.1** Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended 31.2** Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended 32.1** Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 Incentive Compensation Recovery Policy