Massachusetts Ass'n of Private Career Schools v. Healey (159 F. Supp. 3d 173, 2016)

MEMORANDUM AND ORDER ON CROSS-MOTIONS FOR SUMMARY JUDGMENT

SAYLOR, District Judge

This is an action challenging regulations promulgated by the Massachusetts Attorney General concerning for-profit schools. Plaintiff Massachusetts Association of Private Career Schools (“MAPCS”) has brought suit against defendant Maura Healey, in her official capacity as the Massachusetts Attorney General, challenging nine recently adopted regulations that are generally intended to prevent unfair practices in the recruiting and enrollment of students at for-profit schools. The amended complaint alleges claims for violation of the First Amendment, violation of the Due Process Clause of the Fourteenth Amendment, and federal preemption.

The allegations of the amended complaint fall into three separate groups. First, the complaint alleges that seven of the regulations facially violate the First Amendment because they impose content-based restrictions that target disfavored speech from disfavored speakers. Second, it alleges that two other regulations are unconstitutionally vague and therefore fail to provide fair notice in violatidn of the Due Process Clause and chill free speech in violation of the First Amendment. Finally, it alleges that one of the regulations (which it also challenges on First Amendment grounds) is preempted by federal laws regulating telemarketing. MAPCS seeks an order from the Court vacating the regulations and enjoining the Attorney General from implementing or taking enforcement action pursuant to them.

The parties have filed cross-motions for summary judgment. For the following reasons, both motions will be granted in part and denied in part.

I. Background

A. Factual Background

1. MAPCS

MAPCS is a non-profit membership organization of more than forty for-profit and occupational schools. (PI. SMF ¶¶ 1-2). Its stated goal is to help member schools provide professional training for Massachusetts students who are eager to advance their careers. (Id.). MAPCS member institutions provide training in a variety of areas, including allied medical, automotive servicing, broadcasting, construction, cosmetology, culinary management, photography, and web design. (Id. at Ex. 15).

2. Regulatory Framework

Chapter 93A prohibits “[ujnfair methods of competition and unfair or deceptive acts or practices in the conduct of any trade or commerce.” Mass. Gen. Laws ch. 93A, § 2(a). Conduct is unfair or deceptive under Chapter 93A if it falls “within any recognized or established common law or statutory concept of unfairness.” VMark Software v. EMC Corp., 37 Mass.App.Ct. 610, 620, 642 N.E.2d 587 (1994); see also Cummings v. HPG Int’l Inc., 244 F.3d 16, 25 (1st Cir.2001) (“Conduct is unfair or deceptive if it is ‘within at least the penumbra of some common-law, statutory, or other established concept of unfairness’ or ‘immoral, unethical, oppressive, or unscrupulous.’ ” (quoting PMP Assocs., Inc. v. Globe Newspaper Co., 366 Mass. 593, 596, 321 N.E.2d 915 (1975))). Under Chapter 93A, the Attorney General has the authority to “make rules and regulations interpreting the provisions of subsection 2(a).” Mass. Gen. Laws ch. 93A, § 2(c).

Pursuant to that authority, former Attorney General Martha Coakley published draft regulations on November 20, 2013, that modified existing regulations concerning for-profit schools. See 940 Mass. Code Regs. § 3.10 (1978) (since superseded). The stated purpose of the existing regulations was to:

[Pjrotect Massachusetts consumers seeking to enroll in any course of instruction or educational service offered by certain private business, vocational, and career schools, and to ensure that the private career school industry was operating fairly and honestly by means of legitimate and responsible business acts and practices that [were] neither unfair nor deceptive.

Id. The Attorney General sought to “update[ ] and amend[ ] the 1978 regulations” in order to “address problems experienced by consumers when they seek or are enrolled in for-profit schools or occupational programs.” 940 Mass. Code Regs. § 31.01 (2014). Among those problems, according to the regulations, are “widespread acts and practices in the for-profit and occupational school industry [that] continue to unfairly harm consumers.” Id.

The Attorney General received extensive written comments and evidence in response to the draft regulations. (Def. SMF ¶ 7). In addition, she heard testimony from for-profit schools, current and former students of for-profit schools, trade groups, and consumer organizations during two public hearings in January 2014. (Id. at ¶¶ 6, 8).

After amending the draft regulations in response to public comment, the Attorney General published the regulations, effective June 20, 2014.

3. The Challenged Regulations

MAPCS challenges nine of the regulations for a variety of reasons. The nine regulations are the following:

• Deceptive Language in General: 940 Mass. Code Regs. § 31.04(2):

It is an unfair or deceptive act or practice for a school to use language or make a claim or representation in any form, including but not limited to spoken, electronic, or printed form, which has the tendency or capacity to mislead or deceive students, prospective students, or any other person.

• Time to Complete Program: 940 Mass. Code Regs. § 31.04(9):

It is an unfair or deceptive act or practice for a school to misrepresent the amount of time it takes to finish a program, including a representation that a program can be completed “in weeks” or similar language suggesting that the length of time to complete the program is shorter than the actual median completion time to obtain a certificate, diploma, or degree.

• Failure to Disclose Facts: 940 Mass. Code Regs. '§ 31.05(1):

It is an unfair or deceptive act or practice for a school to conceal or fail to disclose to a prospective student any fact relating to the school or program, disclosure of which is likely to influence the prospective student not to enter into the transaction with the school.

• Graduation-Rate Disclosure: 940 Mass. Code Regs. § 31.05(2)(b):

It is an unfair or deceptive act or practice to fail to make the following disclosure to consumers and prospective students, clearly and conspicuously, at least 72 hours prior to entering into an enrollment agreement with a consumer or prospective student:

(b) Graduation. [Graduation rate] of students graduated from the program during [the last two calendar years for which data are available].

• Consequences of Loan Default: 940 Mass. Code Regs. § 31.05(3):

For any school that accepts federal Title IV funds, or that provides institutional loans, it is an unfair or deceptive act or practice for a school to fail to make the following disclosure to consumers and prospective students, clearly and conspicuously, at least 72 hours prior to entering into an enrollment agreement with such consumer or prospective student:

(a) Your Loan Debt. You must repay money that you borrow as student loans to pay for this program, including interest. You must repay any portion of the money you borrow to pay for this program, even if you fail to complete or drop out of the program. Failure to repay student loans is likely to have a serious negative effect on your credit, future earnings, and your ability to obtain future student loans.

(b) Loan Nonpayment Statistics. [loan nonpayment percentage] of [school name] students defaulted on, or failed to repay, their loans during the period [years covered in corresponding federal cohort default rate used to calculate loan nonpayment rate].

• Total Placement-Rate Calculus: 940 Mass. Code Regs. § 31.05(4)(b)(l):

For any occupational program that: ... (b) refers in advertising, recruiting or promotional materials to statements to employment prospects or job placement, it is an unfair or deceptive act or practice for a school to fail to make the following disclosure to consumers and prospective students, clearly and conspicuously, at least 72 hours prior to entering into an enrollment agreement with such consumer or prospective student:

(1) Placement Rates. [Graduation placement rate] of graduates during [latest two calendar years] obtained full-time, non-temporary jobs in the field of study. [Total placement rate] of students that enrolled in the program during [latest two calendar years] obtained full-time, non-temporary jobs in their field of study.

• Credit Transfer: 940 Mass. Code Regs. § 31.05(7):

It is an unfair or deceptive act or practice for a school to represent to a student or prospective student or to any other person that its credits are or may be transferable to another educational institution without:

(a) identifying the school(s) with which it has written agreements or other documentation verifying that credits can be transferred to said sehool(s); and

(b) indicating it is aware of no other schools that accept the transfer of its credits.

• Enrolling Unqualified Students: 940 Mass. Code Regs. § 81.06(6):

It is an unfair or deceptive act or practice for a school to enroll or induce retention of a student in any program when the school knows, or should know, that due to the student’s educational level, training, experience, physical condition, lack of language proficiency, or other material qualification, the student will not or is unlikely to:

(a) graduate from the program; or

(b) meet the requirements for employment in the occupation to which the program is represented to lead. If a student has a disability, the determination shall be made based on the student’s ability to graduate from the program or meet the requirements for employment with the provision of a reasonable accommodation for that disability. In addition, in no event shall [the regulations] contravene the requirements of, or obligations of a school to accommodate students in accordance with the Americans with Disabilities Act, the Rehabilitation Act, or any other applicable law concerning students with disabilities.

• Engaging in High-Pressure Sales Tactics: 940 Mass. Code Regs. § 31.06(9):

It is an unfair or deceptive act or practice for a school to initiate communication with a prospective student, prior to enrollment, via telephone (either voice or data technology), in person, via text messaging, or by recorded audio message, in excess of two such communications in each seven-day period to either the prospective student’s residence, business or work telephone, cellular telephone, or other telephone number provided by the student.

4. Public-Comment Evidence

As justification for the seven regulations that MAPCS challenges under the First Amendment, the Attorney General points to public-comment evidence that allegedly demonstrates unfair and deceptive practices by for-profit schools. (See Def. Mem. Ex. A; Stipulated public-hearing record (cited as “R:[page number]”); Public-hearing transcripts (cited as “Tr:[page number]”). Below is a selection of some of that public-hearing evidence and testimony.

• Deceptive Language in General: 940 Mass. Code Regs. § 31.04(2). In written comments, the Massachusetts Department of Higher Education (“DHE”) stated that the Massachusetts for-profit school industry is responsible for a “disproportionate share of the consumer complaints received by the Board.” (R:258). For-profit schools comprise only 8 percent of the schools under the Board’s purview, but they are responsible for 22 percent of consumer complaints that the DHE has received since 2009. (Id.). Those consumer complaints concerned false and misleading statements by for-profit schools to prospective students during recruitment. (Id.). Toby Merrill, an attorney working on the Legal Services Center of Harvard Law School’s project on predatory student lending, commented that many for-profit schools use deceptive advertisements to attract students, and then employ “draconian contracts” to keep students enrolled. (R:452). Former students of for-profit schools submitted comments about how recruiters misled them about program quality and accreditation (R:64), instructors’ credentials (R:645), and resources available for student instruction (R:647). For example, one school told a single mother that its program would guarantee that she would receive a Medical Coding Certificate. (R:643). When that guarantee turned out to be false, the woman was left with $13,000 in student loans that she had to repay. (Id.).

• Time to Complete Program: 940 Mass. Code Regs. § 31.04(9). A coalition of veterans groups named Veterans Education Success submitted written comments. It directed the Attorney General to the findings and conclusions of a two-year investigation into the for-profit school industry conducted by the United States Senate Committee for Health, Education, Labor, and Pensions (HELP). (R:361-370). That investigation concluded that many for-profit schools misled recruits about the time needed to complete programs. One school’s advertisement for its medical assistant training programs read “Start NOW and Get CERTIFIED in JUST WEEKS!” (R:582). Its two medical programs, however, required at least nine and seven months to complete, and the median times to graduation were 409 days and 315 days, respectively. (Id.). Other comments and testimony supported required disclosures of average or median completion times. (R:461).

• Graduation-Rate Disclosure: 940 Mass. Code Regs. § 31.05(2). The Attorney General received testimony that existing federally-mandated graduation-rate disclosures do not capture the performance of the many non-traditional and part-time students that attend for-profit schools. (See RU41-42; 20 U.S.C. §§ 1092(a)(l)(L), (a)(3)). Federal graduation-rate metrics measure a cohort comprised of only first-time, fall-time students. 20 U.S.C. § 1092(a)(l)(L). In one survey of 3,000 students that attended for-profit schools, including part-time students, 42 percent of students reported withdrawing from school before graduating or completing their program. (R:405). Other commenters testified that graduation rates advertised by for-profit schools are misleading because they do not capture part-time students, and others pointed to “a need for [s]tate [regulation” to supplement federal disclosures. (R:442-43, 461, 471).

• Consequences of Loan Default: 940 Mass. Code Regs. § 31.05(3). The Massachusetts Department of Higher Education commented that for-profit schools enroll 12 percent of all post-secondary students nationally and represent 24 percent of all federal student-loan dollars, but represent 43 percent of all federal student-loan defaults. (R:257). In 2009, students attending Massachusetts for-profit four-year schools had a 15 percent three-year default rate, compared with rates of 5 percent and 6 percent at non-profit institutions and public institutions, respectively. (Id.). The Attorney General also received public-hearing evidence that students who default on loan obligations may face garnishment of future earnings (R:402, 453, 474), may find it difficult to find employment (R:474), and may be ineligible for benefits such as the Earned Income Credit. (R:402). One former for-profit school student, a United States Army veteran, testified that a for-profit school deceived him into believing that his student loans were federal loans, when they were actually private loans with higher interest rates. (R:645). As a result, the man had $96,000 in student-loan debt, and was unable to find employment requiring more than a high-school degree. (Id.).

• Total Placement-Rate Calculus: 940 Mass. Code Regs. § 31.05(4)(b)(l). The Attorney General received public-hearing evidence that the job-placement rates of for-profit schools are often misleading. (R:442-43, 447-48). Commenters also stated that federal regulations on placement-rate disclosures are “not sufficient to protect consumers” because they allow for the use of different placement-rate metrics, many of which calculate job placement based on the number of graduates instead of the number of enrolled students. (R:471). According to some commenters, the federal statistics fail to capture the outcomes of the many students at for-profit schools who drop out after learning that their employment prospects are worse than originally promised by school recruiters. (R:364-65).

• Credit Transfer: 940 Mass. Code Regs. § 31.05(7). The Attorney General received public-hearing evidence that some for-profit schools mislead prospective students by implying that credits they earn are, or may be, transferrable to other schools when they often are not. (R: 335-39, 410, 525, 610).

• Engaging in High-Pressure Sales Tactics: 940 Mass. Code Regs. § 31.06(9). Many commenters testified that some for-profit schools often employ high-pressure sales tactics and “pain-based” recruiting strategies to induce students to enroll in programs under a false sense of urgency. (R:268-73, 278-80, 442-43, 515-19). Commenters pointed the Attorney General to the Senate HELP Committee report, which found that in 2010, for-profit schools across the nation employed 35,202 recruiters, compared with 3,512 career-services staff and 12,452 support-services staff. (R:361). The report states that it uncovered internal documents that demonstrated that enrollment quotas were recruiters’ highest priority, and that the recruitment process “created a boiler-room atmosphere.” (R:363). The group Veterans Education Success directed the Attorney General to the findings of an undercover report of for-profit schools conducted by the United States Government Accounting Office. (Def. SMF ¶ 42). That report, using undercover testers to submit inquiries to lead-generation websites, found that testers received an average of five telephone calls per day for a month from non-profit schools. (R:295, 363-64; Def. SMF ¶¶ 42-43).

B. Procedural Background

On September 25, 2014, 'MAPCS filed the complaint in this case. On December 26, 2014, MAPCS filed an amended complaint and a demand for declaratory and injunctive relief. The complaint alleges claims for violation of the First Amendment, violation of the Due Process Clause of the Fourteenth Amendment, and federal preemption. Specifically, MAPCS contends that the regulations variously (1) violate the First Amendment because they unlawfully compel and restrict speech based on its content, (2) violate the Due Process Clause and the First Amendment because they are unconstitutionally vague, and (3) are preempted by federal telemarketing law.

The parties have’cross-moved for summary judgment on all counts.

II. Legal Standard

The role of summary judgment is to “pierce the pleadings and to assess the proof in order to see whether there is a genuine need for trial.” Mesnick v. General Elec. Co., 950 F.2d 816, 822 (1st Cir.1991) (internal quotation marks omitted). Summary judgment is appropriate when the moving party shows that “there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a). “Essentially, Rule 56[ ] mandates the entry of summary judgment ‘against a party who fails to make a showing sufficient to establish the existence of an element essential to that party’s case, and on which that party will bear the burden of proof at trial.’ ” Coll v. PB Diagnostic Sys., 50 F.3d 1115, 1121 (1st Cir.1995) (quoting Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986)). In making that determination, the court must view “the record in the light most favorable to the nonmovant, drawing reasonable inferences in his favor.” Noonan v. Staples, Inc., 556 F.3d 20, 25 (1st Cir.2009). When “a properly supported motion for summary judgment is made, the adverse party ‘must set forth specific facts showing that there is a genuine issue for trial.’ ” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 250, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986) (quoting Fed. R. Civ. P. 56(e)). The non-moving party may not simply “rest upon mere allegation or denials of his pleading,” but instead must “present affirmative evidence.” Id. at 256-57, 106 S.Ct. 2505.

III. Analysis

A. First Amendment Challenges

The cross-motions on Counts One and Two involve First Amendment challenges to seven of the regulations. They essentially require the Court to answer two questions: (1) what level of First Amendment scrutiny applies to each regulation,, and (2) whether each regulation satisfies the applicable level of scrutiny. MAPCS contends that the regulations facially violate the First Amendment because they impose content and viewpoint-based speech restrictions that are unconstitutional under strict scrutiny or any other standard of review. The Attorney General contends that strict scrutiny is not the appropriate standard of review because the regulations are either mandatory disclosures that trigger reasonable-basis review, or, at most, restrictions on commercial speech that warrant only intermediate scrutiny. Moreover, the Attorney General contends that the regulations survive even under an intermediate scrutiny test because they directly advance the government’s substantial interest in preventing unfair and misleading practices in the for-profit school industry.

The Court will address each of the issues in turn, beginning with the appropriate level of scrutiny for each of the seven challenged regulations.

1. Level of Scrutiny

a. Intermediate Scrutiny under Central Hudson

It is well-established that commercial speech, including advertising, has an “informational function” and is not “valueless in the market place of ideas.” See Central Hudson Gas & Elec. Corp. v. Public Serv. Comm’n, 447 U.S. 557, 563, 100 S.Ct. 2343, 65 L.Ed.2d 341 (1980); Bigelow v. Virginia, 421 U.S. 809, 826, 95 S.Ct. 2222, 44 L.Ed.2d 600 (1975). Moreover, as the Supreme Court has noted, “[t]here is no longer any room to doubt that what has come to be known as ‘commercial speech’ is entitled to the protection of the First Amendment, albeit to protection somewhat less extensive than that afforded ‘noncommercial speech.’ ” Zauderer v. Office of Disciplinary Counsel of Supreme Court of Oh., 471 U.S. 626, 637, 105 S.Ct. 2265, 85 L.Ed.2d 652 (1985); see also El Dia, Inc. v. P.R. Dep’t of Consumer Affairs, 413 F.3d 110, 115 (1st Cir.2005) (noting that commercial speech, or “expression related solely to the economic interests of the speaker and its audience,” is ordinarily accorded less First Amendment protection than other forms of constitutionally guaranteed expression).

The contours of that “somewhat-less-extensive” protection depend on both the specific character of the commercial speech and the purpose of the regulation. As the Supreme Court has explained:

When a State regulates commercial messages to protect consumers from misleading, deceptive, or aggressive sales practices, or requires the disclosure of beneficial consumer information, the purpose of its regulation is consistent with the reasons for according constitutional protection to commercial speech and therefore justifies less than strict review. However, when a State entirely prohibits the dissemination of truthful, nonmisleading commercial messages for reasons unrelated to the preservation of a fair bargaining process, there is far less reason to depart from the rigorous review that the First Amendment generally demands.

44 Liquormart, Inc. v. Rhode Island, 517 U.S. 484, 501, 116 S.Ct. 1495, 134 L.Ed.2d 711 (1996) (plurality opinion). Accordingly, “[t]he mere fact that messages propose commercial transactions does not in and of itself dictate the constitutional analysis that should apply to decisions to suppress them.” Id.

Although commercial-speech restrictions may warrant higher or lower scrutiny depending on the “nature both of the expression and of the government interests served by its regulation,” the default test is the four-part intermediate-scrutiny approach first promulgated in Central Hudson Gas & Electric Corp. v. Public Service Commission, 447 U.S. 557, 563, 100 S.Ct. 2343, 65 L.Ed.2d 341 (1980). Pursuant to that approach, a court must first determine whether the commercial speech is actually false, deceptive, or misleading, or whether it proposes an unlawful activity. See Central Hudson, 447 U.S. at 566, 100 S.Ct. 2343. “Misleading advertising may be prohibited entirely,” including where commercial speech is “inherently likely to deceive or where the record indicates that a particular form or method of advertising has in fact been deceptive.” In re R.M.J., 455 U.S. 191, 202-03, 102 S.Ct. 929, 71 L.Ed.2d 64 (1982). Thus, if a court finds in the affirmative on the first prong, the analysis ends and the speech is not entitled to any First Amendment protection.

But if the commercial speech is only “potentially misleading,” the court must apply the remainder of the Central Hudson factors to assess the constitutionality of the regulation. See id., at 203, 102 S.Ct. 929. A court must make three additional inquiries: (1) whether the asserted governmental interest is substantial; (2) whether the regulation directly advances the government interest asserted; and (3) whether the regulation is not more extensive than is necessary to serve that interest. Central Hudson, 447 U.S. at 566, 100 S.Ct. 2343. In order for the regulation to survive, a court must answer the final three prongs in the affirmative.

b. Strict Scrutiny under Sorrell and Reed

MAPCS contends that strict scrutiny, not intermediate scrutiny, should apply to the regulations at issue for two reasons: (1) the Supreme Court has implicitly overturned the Central Hudson standard in two recent decisions and (2) the regulations restrict more than commercial speech.

First, MAPCS relies heavily on a recent Supreme Court decision in Sorrell v. IMS Health Inc., for the proposition that “ ‘[t]he First Amendment requires heightened scrutiny whenever the government creates’ creates content or speaker-based regulations, and ‘commercial speech is no exception.’ ” (PI. Reply Mem. 10) (quoting Sorrell v. IMS Health Inc., 564 U.S. 552, 131 S.Ct. 2653, 2664, 180 L.Ed.2d 544 (2011)). MAPCS contends that Sorrell, as “the [Supreme] Court’s last word [] regarding restrictions on commercial speech,” effectively overruled Central Hudson to the extent that intermediate scrutiny is no longer the proper test for content-based restrictions on commercial speech. (Pl. Reply Mem. 11) (quoting National Ass’n of Tobacco Outlets, Inc. v. City of Worcester, 851 F.Supp.2d 311, 319 (D.Mass.2012)).

In Sorrell, the Supreme Court considered a challenge to a Vermont law preventing pharmacies from sharing prescri-ber-identifying information for marketing purposes. The Court, noting that the only two government interests that Vermont asserted in promulgating the law were the protection of medical privacy and improving public health, applied “heightened judicial scrutiny” and held that the statute violated the First Amendment. Sorrell, 131 S.Ct. at 2659.

But Sorrell is not as expansive as MAPCS asserts, and the many caveats of its holding are consistent with the well-established principle that the applicable level of scrutiny for commercial-speech regulations depends on the specific “nature both of the expression and of the government interests served by its regulation.” See Central Hudson, 447 U.S. at 563, 100 S.Ct. 2343. MAPCS contends that “[t]he AG’s attempt to distinguish Sorrell by claiming that case had ‘nothing to do with consumer protection’ is neither accurate nor consequential.’’ (PI. Supp. Mem. 2) (emphasis added).

That contention is incorrect on both fronts. In Sorrell, the state of Vermont did not try to justify the statute based on the government’s interest in protecting consumers from misleading commercial speech. See 131 S.Ct. at 2672. In contrast, the Attorney General justifies the regulations at issue here on the ground that they are necessary to address “widespread acts and practices in the for-profit and occupational school industry [that] continue to unfairly harm consumers.” 940 Mass. Code Regs. § 31.01. That distinction is surely consequential, because the level of First Amendment scrutiny depends on the “nature both of the expression and of the government interests served by its regulation.” See Central Hudson, 447 U.S. at 563, 100 S.Ct. 2343.

Sorrell is replete with language indicating that the Supreme Court would not categorically apply strict scrutiny to content-based commercial-speech regulations that are justified on consumer-protection grounds. Three examples are noteworthy. First, the Court noted that “a State may [still] choose to regulate price advertising in one industry but not in others, because the risk of fraud ... is in its view greater there ... [h]ere, however, Vermont has not shown that its law has a neutral justification.” Sorrell, 131 S.Ct. at 2672 (citation and internal quotation marks omitted). Second, the Court explicitly acknowledged its holding’s limited effect on regulations justified by alleged consumer deception:

[Vermont] nowhere contends that [the marketing] is false or misleading within the meaning of this Court’s First Amendment precedents ... [n]or does the State argue that the provision challenged here will prevent false or misleading speech ... [t]he State’s interest in burdening the speech of detailers instead turns on nothing more than a difference of opinion.

Id. (emphasis added). Third, the Court further reasoned that Vermont could not eliminate disfavored marketing wholesale, just as a state “may not seek to remove a popular but disfavored product from the market place by prohibiting truthful, non-misleading advertisements that contain impressive endorsements or catchy jingles.” Id. at 2671 (emphasis added). In short, Sorrell does not stand for the proposition that strict scrutiny applies to all commercial-speech restrictions, especially regulations that have neutral justifications, such as consumer protection.

MAPCS also contends that the Supreme Court’s recent decision in Reed v. Town of Gilbert, Arizona, - U.S. -, 135 S.Ct. 2218, 192 L.Ed.2d 236 (2015), controls this case. In Reed, the Court explained that “[a] law that is content based on its face is subject to strict scrutiny regardless of the government’s benign motive, content-neutral justification, or lack of ‘animus toward the ideas contained’ in the regulated speech.” 135 S.Ct. at 2228 (quoting City of Cincinnati v. Discovery Network, Inc., 507 U.S. 410, 429, 113 S.Ct. 1505, 123 L.Ed.2d 99 (1993)). Reed concerned a law that banned outdoor signs without a permit, and created 23 exemptions for specific types of signage, placing varying restrictions on the signage depending on which exemption it fell into. 135 S.Ct. at 2224. For example, the law exempted “ideological signs” or “political signs” from the outright ban. Plaintiffs, a local church, challenged the law after the Town of Gilbert repeatedly cited them for failure to comply with the requirements imposed by the “Temporal Directional Signs Relating to a Qualifying Event” exemption. The exemption encompassed signs directed at motorists or other passers-by, which advertised for events sponsored by a nonprofit. Id. at 2225. The law required that those signs be:

[N]o larger than six square feet. They may be placed on private property or on a public right-of-way, but no more than four signs may be placed on a single property at any time. And, they may be displayed no more than 12 hours before the “qualifying event” and no more than 1 hour afterward.

Id. (internal citations omitted). Those restrictions were more severe than those placed on ideological signs or political signs.

Justice Thomas, joined by five other Justices, struck down the law, finding that the exemptions were content-based, and could not withstand strict scrutiny. Id. at 2224. In arriving at that conclusion, the Supreme Court emphasized two guiding principles that compelled the result. First, a content-based restriction on speech is subject to strict scrutiny regardless of the government’s motive; therefore, “an innocuous justification cannot transform a facially content-based law into one that is content neutral.” Id. at 2228. Second, “ ‘[t]he First Amendment’s hostility to content-based regulation extends not only to restrictions on particular viewpoints, but also to prohibition of public discussion of an entire topic.’ ” Id. at 2230 (quoting Consolidated Edison Co. of N.Y. v. Public Serv. Comm’n of N.Y., 447 U.S. 530, 537, 100 S.Ct. 2326, 65 L.Ed.2d 319 (1980)). Therefore, the mere fact that a law is viewpoint-neutral does not necessarily insulate it from strict scrutiny. Justice Alito, joined by Justices Kennedy and Sotoma-yor, took part in the majority opinion but wrote separately to “add a few words of further explanation” outlining a non-exhaustive list of signage regulations that-would not trigger strict scrutiny. Id. at 2233 (Alito, J., concurring). Justices Ginsburg, Breyer, and Kagan rejected the notion that a content-based regulation must necessarily trigger strict scrutiny, and concurred only in the judgment. Id. at 2234-39.

However, as with its reliance on Sorrell, MAPCS’s reliance on Reed appears to be misplaced. Although only a small number of courts have addressed First Amendment challenges to commercial-speech regulations since Reed, almost all of them have concluded that Reed does not disturb the Court’s longstanding framework for commercial speech under Central Hudson. See Contest Promotions, LLC v. City and Cty. of S.F., 2015 WL 4571564, at *4 (N.D.Cal. July 28, 2015) (appeal pending) (“Reed does not concern commercial speech, and therefore does not disturb the framework which holds that commercial speech is subject only to intermediate scrutiny as defined by the Central Hudson test.”); Citizens for Free Speech, LLC v. County of Alameda, 114 F.Supp.3d 952, 968-69, 2015 WL 4365439, at *13 (N.D.Cal.2015) (holding that Reed does not alter the analysis for laws regulating off-site commercial speech); California Outdoor Equity Partners v. City of Corona, 2015 WL 4163346, at *10 (C.D.Cal. July 9, 2015) {“Reed does not concern commercial speech, let alone bans on off-site billboards. The fact that Reed has no bearing on this case is abundantly clear from the fact that Reed does not even cite Central Hudson, let alone apply it.” (emphasis deleted)); see also Chiropractors United for Research & Educ., LLC v. Conway, 2015 WL 5822721, at *5 (W.D.Ky. Oct. 1, 2015) (appeal pending) (“Because the [challenged] [sjtatute constrains only commercial speech, the strict scrutiny analysis of Reed is inapposite.”); CTIA-The Wireless Ass’n v. City of Berkeley, 139 F.Supp.3d 1048, 1061, 2015 WL 5569072, at *10 (N.D.Cal.2015) (“[Plaintiff] completely ignores the fact that the speech rights at issue here are its members’ commercial speech rights .... The Supreme Court has clearly made a distinction between commercial speech and noncommercial speech ... and nothing in its recent opinions, including Reed, even comes close to suggesting that well-established distinction is no longer valid.” (emphasis in original)).

Accordingly, Sorrell and Reed do not appear to overrule, or diminish, the well-established principle that “[w]hen a State regulates commercial messages to protect consumers from misleading, deceptive, or aggressive sales practices, or requires the disclosure of beneficial consumer information, the purpose of its regulation is consistent with the reasons for according constitutional protection to commercial speech and therefore justifies less than strict review.” 44 Liquormart, 517 U.S. at 501, 116 S.Ct. 1495 (emphasis added); accord In re R.M.J., 455 U.S. at 200-01, 102 S.Ct. 929 (“False, deceptive, or misleading advertising remains subject to restraint .... [In Bates v. Arizona] [t]he Court suggested that claims as to quality or in-person solicitation might be so likely to mislead as to warrant restriction ... [and] a warning or disclaimer might be appropriately required ... in order to dissipate the possibility of consumer confusion or, deception.” (citations omitted)); Virginia State Bd. of Pharmacy v. Virginia Citizens Consumer Council, Inc., 425 U.S. 748, 771-72, 96 S.Ct. 1817, 48 L.Ed.2d 346 (1976) (“[M]uch commercial speech is not provably false or even wholly false, but only deceptive or misleading. We foresee no obstacle to a State’s dealing effectively with this problem. The First Amendment, as we construe it today, does not prohibit the State from insuring that the stream of commercial information flow cleanly as well as freely.” (citations omitted)).

In this case, the regulations, unlike those in Sorrell, are motivated by a “neutral justification”: preventing for-profit schools from misleading or deceiving consumers. Some permutation of the words “false,” “deception,” or “mislead” appears 79 times in the regulations. See 940 Mass. Code Regs. §§ 31.01-31.08. Moreover, the Attorney General submitted a public-comment record of 1,346 pages, much of which ■ focuses on reports, statistics, and testimony that demonstrate allegedly unfair and deceptive practices by for-profit schools, both nationally and in Massachusetts. Therefore, Sorrell and Reed are not controlling, and Central Hudson’s intermediate scrutiny is the appropriate level of scrutiny. Whether the regulations directly advance a substantial government interest and do so without restricting more speech than is necessary are questions reserved for the application of the Central Hudson standard.

MAPCS contends that there is a second reason why strict scrutiny is the appropriate standard for the challenged regulations: the regulations restrict not only for-profit schools’ commercial speech, but also their expressive speech. Specifically, MAPCS contends that the regulations restrict speech concerning topics that extend far beyond the proposal of a commercial transaction, such as how an “individual’s personal history intersects with her educational opportunities.” (PI. Mem. 8).

The “core notion of commercial speech [is] ‘speech which does no more than propose a commercial transaction.’ ” Bolger v. Youngs Drug Prods. Corp., 463 U.S. 60, 66, 103 S.Ct. 2875, 77 L.Ed.2d 469 (1983) (quoting Virginia State Bd. of Pharm., 425 U.S. at 762, 96 S.Ct. 1817). But even speech that merely “refer[s] to a specific product,” or “has an economic motivation,” can also be commercial speech. See Bolger, 463 U.S. at 66-67, 103 S.Ct. 2875. In determining whether speech is commercial, “a court must evaluate the content, form, and context of the speech as revealed by the whole record.” Connick v. Myers, 461 U.S. 138, 147-48, 103 S.Ct. 1684, 75 L.Ed.2d 708 (1983) (citations omitted).

Here, the public-comment record demonstrates that the speech covered by the regulations is economically motivated and primarily concerned with recruiting students to enroll. The Attorney General received comments that recruiters employed by for-profit schools “often have direct financial interests in the success of those schools” and therefore, their communications with prospective students are “focus[ed] on revenue generation.” (Def. SMF ¶¶ 51, 98). Moreover, courts have found that similar regulations regulate primarily commercial speech, even if they touch on some non-commercial aspects of that speech. See, e.g., Association of Private Sector Colls. and Univs. v. Duncan, 681 F.3d 427, 455-56 (D.C.Cir.2012) (concluding that Department of Education regulations were subject to intermediate scrutiny, at least in the context of a facial challenge, because they regulated primarily commercial speech). Even when commercial speech is intertwined with some speech that is not economically motivated, the Supreme Court has held that the speech proposes a commercial transaction. See Bolger, 463 U.S. at 67-68, 103 S.Ct. 2875 (finding that information pamphlets distributed by a contraceptive manufacturer were commercial speech even though “they eontain[ed] discussions of important public issues such as venereal disease and family planning”). Here, even though for-profit schools may have personal discussions with prospective students about their families, interests, and goals, the ultimate purpose of the speech is commercial in nature.

Therefore, at most, the appropriate level of First Amendment scrutiny for the seven challenged regulations is intermediate scrutiny under Central Hudson.

c. Reasonable-Basis Scrutiny under Zauderer

The Attorney General concedes that intermediate scrutiny is the applicable standard for the three challenged regulations that restrict speech. The Attorney General contends, however, that unlike those regulations, the other four challenged regulations require only disclosures, and are therefore subject to a lower level of scrutiny. Specifically, the Attorney General contends that those regulations require only factual, uncontroversial disclosures. Therefore, according to the Attorney General, they are subject to reasonable-basis review under the Supreme Court’s decisions in Zauderer v. Office of Disciplinary Counsel of Supreme Court of Ohio, 471 U.S. 626, 105 S.Ct. 2265, 85 L.Ed.2d 652 (1985), and Milavets, Gallop & Milavets, P.A. v. United States, 559 U.S. 229, 130 S.Ct. 1324, 176 L.Ed.2d 79 (2010).

In Zauderer, the Court held that a more lenient standard than strict or intermediate scrutiny is appropriate for First Amendment challenges to disclosure requirements, reasoning that “disclosure requirements trench much more narrowly on an advertiser’s interests than do flat prohibitions on speech.” 471 U.S. at 651, 105 S.Ct. 2265. When a disclosure “take[s] the form of a requirement that [a speaker] include in his advertising purely factual and uncontroversial information about the terms under which his services will be available” a court should apply less scrutiny “[bjecause the extension of First Amendment protection to commercial speech is justified principally by the value to consumers of the information such speech provides, [thus a speaker’s] constitutionally protected interest in not providing any particular factual information in his advertising is minimal.” Id. (citations omitted) (emphasis in original). While the Court noted that “unjustified or unduly burdensome disclosure requirements might offend the First Amendment,” it held that disclosure requirements do not violate a commercial speaker’s First Amendment rights where the requirements “are reasonably related to the State’s interest in preventing deception of consumers.” Id.

Under that standard, the Court found that the Ohio regulation, which required an attorney advertising contingency-fee rates to disclose that clients may still have to pay costs, “easily passe[d] muster.” Id. at 652, 105 S.Ct. 2265. The possibility that clients would confuse the terms “fees” and “costs” was “hardly [] speculative,” the Court reasoned, and thus, it minimized the burden on the government to provide evidence of deception: “[W]hen the possibility of deception is [ ] self-evident ... we need not require the State to conduct a survey of the ... public before it [may] determine that the [speech] had a tendency to mislead.” Id.

In Milavetz, the Court clarified the Zauderer standard and distinguished factual, uncontroversial disclosures from other mandatory disclosures that would warrant intermediate scrutiny. Milavetz involved challenges to revisions of the Bankruptcy Code that required certain professionals providing debt-relief assistance to disclose in their advertising that their services were related to bankruptcy relief and to further identify themselves as “debt-relief agencies.” 559 U.S. at 232, 130 S.Ct. 1324. The Court explained that the debt-relief advertising was “inherently misleading” because it offered “debt relief without any reference to the possibility of filing for bankruptcy, which has inherent costs.” Id. at 250, 130 S.Ct. 1324. Because the speech was inherently misleading and the regulation required only a disclosure, the Court upheld the regulation under Zauderer. The Court noted, however, that the “same characteristics of [the Milavetz regulation] that make it analogous to the rule in Zauderer serve to distinguish it from those at issue in In re R.M.J., 455 U.S. 191, 102 S.Ct. 929, 71 L.Ed.2d 64 (1982), to which the Court applied the intermediate scrutiny of Central Hudson.” Id. According to the Milavetz Court, the R.M.J. regulations, which prohibited attorneys from advertising their practice areas in terms other than those prescribed by the state supreme court, “were not inherently misleading” and “the State had failed to show that the appellant’s advertisements were themselves likely to mislead consumers.” Id. Therefore, the R.M.J. Court applied the Central Hudson standard of intermediate scrutiny. In contrast with R.M.J., the Milavetz Court concluded that “evidence in the congressional record demonstrating a pattern of advertisements that hold out the promise of debt relief without alerting consumers to its potential cost ... is adequate to establish [that] the likelihood of deception in this case ‘is hardly a speculative one.’ ” Id. at 251, 130 S.Ct. 1324 (quoting Zauderer, 471 U.S. at 652, 105 S.Ct. 2265).

Milavetz thus established that Zauderer applies where a disclosure requirement targets speech that is inherently misleading. But there is some ambiguity whether Zauderer reasonable-basis review is the appropriate standard when the speech at issue is only potentially misleading. Here, MAPCS argues that Zauderer is not the correct standard for the disclosures at issue because the Attorney General has not demonstrated that the speech in question is inherently misleading. But the better reading of Zauderer and Milavetz appears to be that reasonable-basis review is the appropriate standard when a disclosure requirement targets speech that is likely to mislead consumers, as demonstrated by a record that shows the potential for deception is far from speculative. The speech need not be inherently deceptive on its face in all circumstances. At least two other courts to address the same issue have also followed that approach. See Public Citizen Inc. v. Louisiana Attorney Disciplinary Bd., 632 F.3d 212, 218 (5th Cir.2011) (“A regulation that imposes a disclosure obligation on a potentially misleading form of advertising will survive First Amendment review if the required disclosure is reasonably related to the State’s interest in preventing deception of consumers.” (emphasis added)); International Dairy Foods Ass’n v. Boggs, 622 F.3d 628, 641 (6th Cir.2010) (‘Milavetz thus established that Zauderer applies where a disclosure requirement targets speech that is inherently misleading. We conclude that Zauderer also controls our analysis where, as here, the speech at issue is potentially misleading.” (emphasis in original)).

MAPCS nonetheless contends that Zauderer reasonable-basis review applies only in situations where commercial speech is inherently misleading — that is, where speech is deceptive in its basic nature or essential character. (See PI. Reply 19-20). But there are at least two reasons why Zauderer should apply as well to potentially misleading speech. First, while the language of the majority opinion in Milavetz does not fully resolve the issue, the distinction between the majority and concurring opinions appears to indicate that Zauderer reasonable-basis review is the correct standard for potentially misleading speech. Compare Milavetz, 559 U.S. at 249, 130 S.Ct. 1324 (“[T]he Government maintains that [the regulation] is directed at misleading commercial speech. For that reason, and because the chal lenged provisions impose a disclosure requirement rather than an affirmative limitation on speech, the Government contends that the less exacting scrutiny described in Zauderer governs .... We agree.” (emphasis in original)), with id. at 258, 130 S.Ct. 1324 (Thomas, J. concurring) (“[A] disclosure requirement passes constitutional muster only to the extent that it is aimed at advertisements that, by their nature, [are inherently likely to deceive or have in fact been deceptive].” (emphasis added)). Second, as the Court recognized in Milavetz, the fundamental reason for the Zauderer standard was that “First Amendment protection for commercial speech is justified in large part by the information’s value to consumers.” Id. at 249, 130 S.Ct. 1324 (majority opinion). Therefore, in the context of disclosures, an advertiser’s “constitutionally protected interest in not providing the required factual information is ‘minimal.’ ” Id. (citing Zauderer, 471 U.S. at 651, 105 S.Ct. 2265). That reasoning applies to all regulations requiring disclosures, regardless of whether the commercial speech in question is inherently or only potentially misleading.

Therefore, Zauderer reasonable-basis review is applicable to the four disclosure regulations in this case if two conditions are met: (1) the speech is potentially misleading and (2) the regulations require the schools to disclose factual and uncontroversial information. Under that framework, the Court will determine whether reasonable-basis review is the appropriate standard for each of the four regulations'in turn.

i. Consequences of Loan Default

The first regulation that the Attorney General contends should be governed by Zauderer is the “Consequences of Loan Default” regulation, 940 Mass. Code Regs. § 31.05(3). That regulation, in relevant part, requires that a for-profit school make a disclosure at least 72 hours before entering into an enrollment agreement with a prospective student that details the loan nonpayment percentage for its students, and warns the student that “[fjailure to repay student loans is likely to have a serious negative effect on your ... future earnings .... ” See 940 Mass. Code Regs. § 31.05(3). MAPCS contends that Zauderer reasonable-basis review is not the correct standard because the regulation “compels controversial speech regarding students’ future earnings.” (Pl. Mem. 21). Specifically, it contends that the Attorney General has presented no facts to support her opinion that loan defaults may lead to decreased future earnings. But it does not appear to be a controversial proposition that a loan default will likely have a negative effect on a person’s future earnings, and certainly the record supports it. Students who default on loans may face garnishment of future earnings (R:402, 453, 474), may find it difficult to find employment because of employee background checks (R:474), and may be ineligible for benefits such as the Earned Income Credit (R:402). Moreover, the proposition that default can hurt a person’s future earnings is no .less factual than disclosures that courts have considered factual and uncontroversial in the past. See, e.g., Zauderer, 471 U.S. at 652, 105 S.Ct. 2265 (upholding a disclosure that distinguished legal fees from legal costs in contingency-fee advertisements); International Dairy Foods, 622 F.3d at 641 (explaining that a disclaimer about the production process of milk was not controversial).

Furthermore, MAPCS does not contend that there is insufficient evidence of potential consumer deception caused by the practices in question. The difference in student default rates between for-profit schools and non-profit schools is stark (R:257), and at least one former student testified that he was deceived by a for-profit school into believing that his student loans were federal loans when they were in fact high-interest private loans. (R:645). Accordingly, the Court will apply Zauderer reasonable-basis review to the “Consequences of Loan Default” regulation, 940 Mass. Code Regs. § 31.05(3).

ii. Graduation-Rate Disclosure

The second regulation that the Attorney General contends should be governed by Zauderer is the “Graduation-Rate Disclosure” regulation, 940 Mass. Code Regs. § 31.05(2). That regulation requires that a for-profit school disclose its graduation rate at least 72 hours before entering into an enrollment agreement with a prospective student. MAPCS contends that the graduation rate — defined in § 31.03 as the number of students who receive degrees in the program during the last two years divided by the total number of students who enrolled in the program during the last two years — is misleading and controversial. Specifically, MAPCS contends that the rate’s definition (unlike federal regulations) fails to use a student cohort: a group of students who start the program at the same time and have been enrolled long enough to graduate. The Attorney General contends that the formula is a factual disclosure that is reasonably related to closing reporting loopholes under federal regulations. The Attorney General further contends that the formula is publicly available, uses factual data from schools, and does nothing more than generate a mathematical result.

There is evidence in the public-comment record that the graduation rates of for-profit schools are potentially deceptive. Multiple commenters testified that those graduation rates are misleading because, under existing federal regulations, they do not capture repeat and non-full-time students. (See R:141-42, 442-43, 461, 471).

Moreover, the Attorney General’s graduation-rate formula is factual. It is factual because it is a mathematical formula based on publicly-available data. And although MAPCS contends that the formula can result in artificially low graduation rates for some for-profit schools, it does so by filling a potential gap in federal regulation, which can produce, artificially high graduation rates, at least according to the public-comment evidence.

The metric is unquestionably flawed to some degree, and the Attorney General perhaps would have been wise to adopt a different standard. However, the fact that a statistic is not perfect does not make it “controversial” under Zauderer. It is well-established that disclosures of imperfect statistical information are commonplace in regulatory law. See, e.g., Pharmaceutical Care Mgmt. Ass’n v. Rowe, 429 F.3d 294, 316 (1st Cir.2005) (Boudin and Dyk, JJ., concurring) (“The idea that these thousands of routine regulations require an extensive First Amendment analysis is mistaken.”). The graduation-rate formula does not prevent for-profit schools from explaining the differences between the federal and state formulas to prospective students, or providing their own, perhaps more meaningful, statistic (assuming, of cóurse, that the statistic is truthful and not misleading). And the underlying assumption of Zauderer was that more truthful information in the hands of consumers, not less, best serves the First Amendment. See Zauderer, 471 U.S. at 651, 105 S.Ct. 2265 (noting that a person’s “constitutionally protected interest in not providing any particular factual information in his advertising is minimal”).

In short, while the merits of the Attorney General’s graduation-rate formula are certainly debatable, the Court finds that it is sufficiently factual and uncontroversial to permit the application of Zauderer reasonable-basis review.

iii. Total Placement-Rate Calculus

The third regulation that the Attorney General contends is a Zauderer disclosure is the “Total Placement-Rate Calculus” regulation, 940 Mass. Code Regs. § 31.05(4)(b). That regulation requires that a for-profit school disclose its placement rate of initially-enrolled students into full-time, non-temporary jobs in their field of study at least 72 hours before entering into an enrollment agreement with a prospective student. The “total placement rate” is defined in § 31.03 as the product of a school’s graduation rate, and its “graduation-placement rate,” which is the percentage of students who have graduated in the past two years who obtain full-time, non-temporary jobs in their field of study. Essentially, the total placement rate is the percentage of students who have initially enrolled in a for-profit school who go on to obtain full-time employment, rather than the percentage of students who graduate. MAPCS contends that the total placement rate is not only controversial because it incorporates the flawed graduation rate, but also that it is non-factual because, as a formula that relies on multiplication rather than division, it is not a “rate,” or ratio, in the strict sense of the word.

The total placement rate is uncontroversial based on the same reasoning underlying the conclusion that the graduation rate is uncontroversial. But MAPCS’s second contention, that the total placement rate is non-factual because it involves multiplication, warrants fuller explanation. In short, MAPCS’s contention appears to be a semantic distinction without a mathematical difference, much less a constitutional one. It is not important whether a percentage is calculated by division (the number of students who obtain jobs divided by the total number of enrolled students) or multiplication (the percentage of enrolled students who graduate multiplied by the percentage of graduated students who obtain jobs). The number measures the same mathematical percentage regardless of how it is calculated. Accordingly, the Court will apply Zauderer reasonable-basis review to the “Total Placement-Rate Calculus” regulation, 940 Mass. Code Regs. § 31.05(4)(b).

iv. Credit Transfer

The fourth regulation that the Attorney General contends is a Zauderer disclosure is the “Credit Transfer” regulation, 940 Mass. Code Regs. § 31.05(7). That regulation specifies that it is an unfair or deceptive practice for a school to represent to a prospective student that its credits “are or may be transferable” to another school without (1) identifying the schools with which it has a “written agreement” verifying that credits can be transferred, and (2) “indicating it is aware of no other schools that accept the transfer of its credits.” 940 Mass. Code Regs. § 31.05(7). MAPCS contends that the regulation compels false speech, and is therefore not a factual disclosure under Zauderer. The Attorney General contends that MAPCS confuses what another school may do with what another school must do. Essentially, the Attorney General contends that the natural reading of subpart (b) of the regulation is that a school must disclose that “it is aware of no other schools that [must] accept the transfer of its credits.”

If that was how the regulation read, the Court would agree with the Attorney General that it would be a factual disclosure under Zauderer. But that is not what the plain language of the regulation says. Consider an example where School A is aware that School B has accepted transferred credits from School A students in the past, but has no written agreement with School B. If School A represented to a prospective student that its credits are commonly transferrable, under the regulation as it reads, not only would it have to disclose the schools with which it has written transfer agreements, but also that disclosure would have to affirmatively state that School A “is aware of no other schools that accept the transfer of its credits.” Mass. Code Regs. § 31.05(7). On its face, such a disclosure would be false. School A is aware that School B frequently accepts its credits, but it must state that it is not aware of any other school that accepts its transfer credits. It would be factual if School A had to disclaim that it “is aware of no other schools that must accept the transfer of its credits,” because it has no written agreement with School B. But the Court cannot read words into the regulation that contradict its plain meaning in order to save it. The Attorney General contends that the regulation does not prevent a school, as long as a school makes the initial disclosure, from having a conversation with a student about its informal credit-transfer agreements. That may be true; however, that conversation does not save the initial disclosure from being an untrue statement at the time that it is made. Accordingly, the credit transfer regu