UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
ITT EDUCATIONAL SERVICES, INC.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
45068B109
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(CUSIP Number)
March 31, 2008
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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)
*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).
Page 1 of 9
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CUSIP No. 45068B109 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman Sachs Asset Management
(Goldman Sachs Asset Management, L.P., together with GS
Investment Strategies, LLC, "Goldman Sachs Asset Management")
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
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5. Sole Voting Power
Number of 1,581,746
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
143,995
Owned by
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Each 7. Sole Dispositive Power
Reporting 2,428,497
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
151,995
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,580,492
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
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11. Percent of Class Represented by Amount in Row (9)
6.5 %
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12. Type of Reporting Person
IA
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Page 2 of 9
Item 1(a). Name of Issuer:
ITT EDUCATIONAL SERVICES, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
13000 North Meridian Street
Carmel, Indiana 46032
Item 2(a). Name of Persons Filing:
GOLDMAN SACHS ASSET MANAGEMENT
Item 2(b). Address of Principal Business Office or, if none, Residence:
Goldman Sachs Asset Management
32 Old Slip
New York, NY 10005
Item 2(c). Citizenship:
GOLDMAN SACHS ASSET MANAGEMENT, L.P. - Delaware
GS INVESTMENT STRATEGIES, LLC - Delaware
Item 2(d). Title of Class of Securities:
Common Stock ,$ 0.01 par value
Item 2(e). CUSIP Number:
45068B109
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:
(a).[ ] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b).[ ] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[ ] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[ ] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).[X] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
Goldman Sachs Asset Management, L.P.
GS Investment Strategies, LLC
(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 (12 U.S.C. 1813);
(i).[ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j).[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Page 3 of 9
Item 4. Ownership.*
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s)to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable
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.
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* In accordance with Securities and Exchange Commission Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by Goldman Sachs Asset Management, L.P. ("GSAM") and GS
Investment Strategies, LLC ("GSIS"), each a wholly-owned subsidiary of The
Goldman Sachs Group, Inc. ("GS Group"). This filing does not reflect securities,
if any, beneficially owned by any other subsidiaries of GS Group whose ownership
is disaggregated from that of GSAM and GSIS in accordance with the Release. GSAM
and GSIS, each an investment adviser, disclaim beneficial ownership of the
securities beneficially owned by (i) any client accounts with respect to which
GSAM or GSIS or their employees have voting or investment discretion, or both
and (ii) securities managed, if any, on GSAM's or GSIS's behalf, by third
parties.
Page 4 of 9
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: April 9, 2008
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
By:/s/ Ronald L. Christopher
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Name: Ronald L. Christopher
Title: Attorney-in-fact
GS INVESTMENT STRATEGIES, LLC
By:/s/ Ronald L. Christopher
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Name: Ronald L. Christopher
Title: Attorney-in-fact
Page 5 of 9
INDEX TO EXHIBITS
Exhibit No. Exhibit
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99.1 Joint Filing Agreement
99.2 Power of Attorney, relating to
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
99.3 Power of Attorney, relating to
GS INVESTMENT STRATEGIES, LLC
Page 6 of 9
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
Common Stock ,$ 0.01 par value, of ITT EDUCATIONAL SERVICES, INC.
and further agree to the filing of this agreement as an Exhibit thereto.
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such Statement
on Schedule 13G.
Date: April 9, 2008
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
By:/s/ Ronald L. Christopher
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Name: Ronald L. Christopher
Title: Attorney-in-fact
GS INVESTMENT STRATEGIES, LLC
By:/s/ Ronald L. Christopher
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Name: Ronald L. Christopher
Title: Attorney-in-fact
Page 7 of 9
EXHIBIT (99.2)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS ASSET MANAGEMENT, L.P.
(the "Company") does hereby make, constitute and appoint each of Catherine
Wedgbury, Ronald L. Christopher and Lauren LoFaro, (and any other employee
of The Goldman Sachs Group, Inc. or one of its affiliates designated in
writing by one of the attorneys-in-fact), acting individually, its true and
lawful attorney, to execute and deliver in its name and on its behalf
whether the Company is acting individually or as representative of others,
any and all filings required to be made by the Company under the Securities
Exchange Act of 1934, (as amended, the "Act"), with respect to securities
which may be deemed to be beneficially owned by the Company under the Act,
giving and granting unto each said attorney-in-fact power and authority to
act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully
do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 4, 2007.
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
By:/s/ Ellen R. Porges
________________________
Name: Ellen R. Porges
Title: Managing Director
Page 8 of 9
EXHIBIT (99.3)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS INVESTMENT STRATEGIES, LLC (the
"Company") does hereby make, constitute and appoint each of Roger S. Begelman,
Yvette Kosic, Andrea DeMar, John M. O'Rourke, Felicia J. Rector, Michael T.
Seeley, Kevin Treanor, Ronald L. Christopher and Lauren LoFaro, (and any other
employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in
writing by one of the attorneys-in-fact), acting individually, its true and
lawful attorney, to execute and deliver in it name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall law fully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of November 30, 2007.
GS INVESTMENT STRATEGIES, LLC
By: /s/ Richard Cundiff
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Name: Richard Cundiff
Title: Vice President, Assistant Sectretary
Page 9 of 9