On May 5, 2015, the Company’s shareholders approved the Strayer Education, Inc. 2015 Equity Compensation Plan (the “2015 Plan”), which provides for the granting of restricted stock, restricted stock units, stock options intended to qualify as incentive stock options, options that do not qualify as incentive stock options, and other forms of equity compensation and performance-based awards to employees, officers and directors of

~~The new regulations also require institutions annually to report student- and program-level data to~~Among other topics, the Department proposed a number of additional changes to regulations regarding administrative capability, change of control and ~~comply with additional disclosure requirements. Final regulations adopted by~~certification issues, none of which reached consensus. In June 2022, the Department ~~which generally became effective on July 1, 2011, require an institution to use a template designed by the Department to disclose to prospective students, with respect to~~

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations is a supplement to and should be read in conjunction with our condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2021.

Cautionary Notice Regarding Forward-Looking Statements

Certain of the statements included in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as elsewhere in this Quarterly Report on Form 10-Q are forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995 (“Reform Act”). Such statements may be identified by the use of words such as “expect,” “estimate,” “assume,” “believe,” “anticipate,” “may,” “will,” “forecast,” “outlook,” “plan,” “project,” “potential” or similar words, and include, without limitation, statements relating to future enrollment, revenues, revenues per student, earnings growth, operating expenses, capital expenditures and ~~capital expenditures.~~the ultimate effect of the COVID-19 pandemic on the Company's business and results. These statements are based on the Company’s current expectations and are subject to a number of assumptions, risks and uncertainties. In accordance with the Safe Harbor provisions of the Reform Act, the Company has identified important factors that could cause the actual results to differ materially from those expressed in or implied by such statements. The assumptions, risks and uncertainties include the pace of ~~growth of~~ student enrollment, our continued compliance with Title IV of the Higher Education Act, and the regulations thereunder, as well as ~~regional~~other federal laws and regulations, institutional accreditation standards and state regulatory requirements, rulemaking and other action by the Department ~~of Education~~or other governmental entities, including without limitation action related to borrower defense to repayment applications, and increased focus by the ~~U. S.~~U.S. Congress on for-profit education institutions, competitive factors, risks associated with the further spread of COVID-19, including the ultimate impact of COVID-19 on people and economies, the impact of regulatory measures or voluntary actions that may be put in place to limit the spread of COVID-19, including restrictions on business operations or social distancing requirements, risks associated with the opening of new campuses, risks associated with the offering of new educational programs and adapting to other changes, risks associated with the acquisition of existing educational institutions including our acquisition of Torrens University and associated assets in Australia and New Zealand, the risk that the benefits of our acquisition of Torrens University and associated assets in Australia and New Zealand may not be fully realized or may take longer to realize than expected, the risk that our acquisition of Torrens University and associated assets in Australia and New Zealand may not advance our business strategy and growth strategy, risks ~~relating~~related to the timing of regulatory approvals, our ability to implement our growth strategy, the risk that the combined company may experience difficulty integrating employees or operations, risks associated with the ability of our students to finance their education in a timely manner, and general economic and market conditions. You should not put undue reliance on any forward-looking statements. Further information about these and other relevant risks and uncertainties may be found in Part II, “Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q, Part I, “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K and ~~its~~in the Company’s other filings with the Securities and Exchange Commission, including in Part II, “Item 1A. Risk Factors” in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017, and in this Quarterly Report on Form 10-Q.Commission. The Company undertakes no obligation to update or revise forward-looking ~~statements.~~

statements, except as required by law.

Additional Information

We maintain a website at http://~~www.strayereducation.com.~~www.strategiceducation.com. The information on our website is not incorporated by reference in this Quarterly Report on Form 10-Q, and our web address is included as an inactive textual reference only. We make available, free of charge through our website, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.

Background ~~and Overview~~

~~We are~~

Strategic Education, Inc. (“SEI,” “we”, “us” or “our”) is an education services ~~holding~~ company that ~~owns~~provides access to high-quality education through campus-based and online post-secondary education offerings, as well as through programs to develop job-ready skills for high-demand markets. We operate primarily through our wholly-owned subsidiaries Strayer University ~~(the “University”)~~ and asCapella University, both accredited post-secondary institutions of ~~January 13, 2016,~~higher education located in the ~~New York Code~~United States, and ~~Design Academy (“NYCDA”). The~~Torrens University, is an accredited post-secondary institution of higher education ~~which offers undergraduate~~located in Australia. Our operations emphasize relationships through our Education Technology Services segment with employers to build employee education benefits programs that provide employees with access to affordable and ~~graduate~~industry relevant training, certificate, and degree programs.

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Company Overview

As of September 30, 2022, we had the following reportable segments:

U.S. Higher Education Segment

•The USHE segment provides flexible and affordable certificate and degree programs atto working adults primarily through Strayer University and Capella University, including the Jack Welch Management Institute MBA, which is a unit of Strayer University. USHE also operates non-degree web and mobile application development courses through Hackbright Academy and Devmountain, which are units of Strayer University.

•Strayer University is accredited by the Middle States Commission on Higher Education and Capella University is accredited by the Higher Learning Commission, both higher education institutional accrediting agencies recognized by the Department of Education. The USHE segment provides academic offerings both online and in physical ~~campuses, predominantly located~~classrooms, helping working adult students develop specific competencies they can apply in their workplace.

•In the third quarter of 2022, USHE enrollment decreased 3% to 75,144 compared to 77,574 for the same period in 2021.

•Trailing 4-quarter student persistence within USHE was 87.3% in the ~~eastern United States, and online. NYCDA provides non-degree courses in web and application software development, primarily at campuses in New York City and Philadelphia, PA. NYCDA’s results~~second quarter of ~~operations are included in our results from the acquisition date.~~

Most of our revenue comes from the University, which derives approximately 96% of its revenue from tuition for educational programs, whether delivered in person at a physical campus or delivered online. The academic year of the University is divided into four quarters, which approximately coincide with the four quarters of the calendar year. Students at the University and at NYCDA make payment arrangements2022 compared to 87.0% for the ~~tuition~~same period in 2021. Student persistence is calculated as the rate of students continuing from one quarter to the next, adjusted for ~~each course at the time of enrollment. Tuition revenue~~graduates, on a trailing 4-quarter basis. Student persistence is ~~recognized ratably over the course of instruction. If a~~reported one quarter in arrears. The table below summarizes USHE trailing 4-quarter student withdraws from a course prior to completion, the University refunds a portion of the tuition depending on when the withdrawal occurs. Tuition revenue is shown net of any refunds, withdrawals, corporate discounts, employee tuition discounts and scholarships. The University also derives revenue from other sources such as textbook-related income, certificate revenue, certain academic fees, licensing revenue, and other income, which are all recognized when earned.

~~Tuition receivable and deferred revenue for our students are recorded upon the start of the course, which~~persistence for the ~~University is the start~~past 8 quarters.


Q3 2020		Q4 2020		Q1 2021		Q2 2021		Q3 2021		Q4 2021		Q1 2022		Q2 2022
86.8	%	86.7	%	86.5	%	87.0	%	86.9	%	86.8	%	87.1	%	87.3	%

•Trailing 4-quarter government provided grants and loans per credit earned within USHE decreased 6.4% as of ~~the academic term. Because the University’s academic quarters coincide with the calendar quarters, at~~ the end of the ~~fiscal~~second quarter ~~(and academic term), tuition receivable generally represents amounts due~~of 2022. Government provided grants and loans per credit earned includes all Federal loans and grants for students (Title IV hereafter) in our USHE institutions, and is calculated on a trailing 4-quarter basis and reported one quarter in arrears. Title IV per credit earned has been declining as employer-affiliated enrollment has grown, and as more students earn credit through Sophia Learning and other affordable alternative pathways. The table below summarizes the percentage change in USHE trailing 4-quarter Title IV per credit earned for the past 8 quarters.


Q3 2020		Q4 2020		Q1 2021		Q2 2021		Q3 2021		Q4 2021		Q1 2022		Q2 2022
(5.8)	%	(10.3)	%	(15.1)	%	(17.2)	%	(15.1)	%	(11.3)	%	(8.1)	%	(6.4)	%

Education Technology Services Segment

•Our Education Technology Services segment is primarily focused on developing and maintaining relationships with employers to build employee education benefits programs that provide employees with access to affordable and industry relevant training, certificate, and degree programs. The employer relationships developed by the Education Technology Services division are an important source of student enrollment for Strayer University and Capella University, and the majority of the revenue attributed to the Education Technology Services division is driven by the volume of enrollment derived from ~~students for educational services already provided~~these employer relationships. Enrollments attributed to the Education Technology Services segment are determined based on a student’s employment status and ~~deferred revenue generally represents advance payments for academic services~~the existence of a corporate partnership arrangement with SEI. All enrollments attributed to the Education Technology Services division continue to be ~~provided in the future. Based upon past experience and judgment, the University establishes an allowance for doubtful accounts with respect to accounts~~

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~~receivable. Any uncollected account more than one year past due is charged against the allowance. Accounts less than one year past due are reserved according~~attributed to the ~~length~~division until the student graduates or withdraws, even if his or her employment status changes or if the partnership contract expires.

•In the third quarter of time the balance has been outstanding. In establishing reserve amounts, we also consider the status of students as to whether or not they are currently enrolled for the next term, as well as the likelihood of recovering balances that have previously been written off, based on historical experience. Bad debt expense2022, employer affiliated enrollment as a percentage of ~~revenues~~USHE enrollment was 25.3% compared to 21.1% for the same period in 2021.

•Education Technology Services also supports employer partners through Workforce Edge, a platform which provides employers a full-service education benefits administration solution, and Sophia Learning, which enables education benefits programs through the use of low-cost online general education-level courses recommended by the American Council on Education for credit at other colleges and universities.

Australia/New Zealand Segment

•Torrens University is the only investor-funded university in Australia. Torrens University offers undergraduate, graduate, higher degree by research, and specialized degree courses primarily in five fields of study: business, design and creative technology, health, hospitality, and education. Courses are offered both online and at physical campuses. Torrens University is registered with the Tertiary Education Quality and Standards Agency (“TEQSA”), the regulator for higher

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education providers and universities throughout Australia, as an Australian University that is authorized to self-accredit its courses.

•Think Education is a vocational registered training organization and accredited higher education provider in Australia. Think Education delivers education at several campuses in Sydney, Melbourne, Brisbane, and Adelaide as well as through online study. Think Education and its colleges are accredited in Australia by the TEQSA and the Australian Skills Quality Authority, the regulator for vocational education and training organizations that operate in Australia.

•Media Design School is a private tertiary institution for creative and technology qualifications in New Zealand. Media Design School offers industry-endorsed courses in 3D animation and visual effects, game art, game programming, graphic and motion design, digital media, artificial intelligence, and creative advertising. Media Design School is accredited in New Zealand by the New Zealand Qualifications Authority, the organization responsible for the quality assurance of non-university tertiary training providers.

•In the third quarter of ~~2016~~2022, Australia/New Zealand enrollment was 18,493 compared to 18,188 for the same period in 2021.

We believe we have the right operating strategies in place to provide the most direct path between learning and ~~2017 was 3.8% and 4.9%, respectively.~~

~~Below is a description of the nature of the consolidated costs included~~employment for our students. We are constantly innovating to differentiate ourselves in our ~~operating expense categories:~~

~~Instruction and educational support expenses~~ generally contain items of expense directly attributable to educational activities. This expense category includes salaries and benefits of faculty and academic administrators, as well as administrative personnel who support faculty and students. Instruction and educational support expenses also include costs of educational supplies and facilities, including rent for campus facilities, certain costs of establishing and maintaining computer laboratories and all other physical plant and occupancy costs, with the exception of costs attributable to the corporate offices. Bad debt expense incurred on delinquent student account balances is also included in instruction and educational support expenses.

~~Marketing expenses~~ ~~include the costs of advertising and production of marketing materials and related personnel costs.~~

~~Admissions advisory expenses~~ ~~include salaries, benefits and related costs of personnel engaged in admissions.~~

~~General and administration expenses~~ include salaries and benefits of management and employees engaged in accounting, human resources, legal, regulatory compliance, and other corporate functions, along with the occupancy and other related costs attributable to such functions.

~~Investment income consists primarily~~markets and drive growth by supporting student success, producing affordable degrees, optimizing our comprehensive marketing strategy, serving a broader set of ~~earnings~~our students’ professional needs, and ~~realized gains or losses on investments~~establishing new growth platforms. The talent of our faculty and ~~interest expense consists~~employees, supported by market leading technology, enable these strategies. We believe our strategy will allow us to continue to deliver high quality, affordable education, resulting in continued growth over the long-term. We will continue to invest in this strategy to strengthen the foundation and future of ~~interest incurred on~~ our ~~outstanding borrowings, unused revolving credit facility fees, and amortization of deferred financing costs.~~

business.

Critical Accounting Policies and Estimates

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” discusses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates and judgments related to its allowance for ~~doubtful accounts;~~credit losses; income tax provisions; the useful lives of property and ~~equipment;~~equipment and intangible assets; redemption rates for scholarship ~~programs;~~programs and valuation of contract liabilities; fair value of ~~future contractual operating~~right-of-use lease ~~obligations~~assets for facilities that have been ~~closed;~~vacated; incremental borrowing rates; valuation of deferred tax assets, goodwill, and intangible assets; forfeiture rates and achievability of performance targets for stock-based compensation plans; and accrued expenses. Management bases its estimates and judgments on historical experience and various other factors and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments regarding the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly reviews its estimates and judgments for reasonableness and may modify them in the future. Actual results may differ from these estimates under different assumptions or conditions.

Management believes that the following critical accounting policies are its more significant judgments and estimates used in the preparation of its consolidated financial statements.

Revenue recognition — ~~Like many traditional institutions, the~~Strayer University ~~offers its~~and Capella University offer educational programs primarily on a quarter system having four academic terms, which generally coincide with our quarterly financial reporting periods. ~~NYCDA’s revenues are recognized as services are provided, generally ratably over~~Torrens University offers the ~~length~~majority of its education programs on a ~~course.~~trimester system having three primary academic terms, which all occur within the calendar year. Approximately 96% of ~~the University’s~~our revenues during the nine months ended September 30, ~~2017~~2022 consisted of tuition revenue. Capella University offers monthly start options for new students, who then transition to a quarterly schedule. Capella University also offers its FlexPath program, which allows students to determine their 12-week billing session schedule after they complete their first course. Tuition revenue for all students is recognized ratably over the course of instruction as the ~~University provides~~universities provide academic services, ~~in a given term,~~ whether delivered in person at a physical campus or online. Tuition revenue is shown net of any refunds, withdrawals, corporate discounts, scholarships, and employee tuition discounts. The ~~University~~universities also ~~derives~~derive revenue from other sources such as textbook-related income, certificate revenue, certain academic fees, licensing revenue, accommodation revenue, food and beverage fees, and other income, which are all recognized when earned. In accordance with ASC 606, materials provided to students in connection with their enrollment in a course are recognized as revenue when control of those materials transfers to the student. At the start of each academic term or program, a contract liability ~~(deferred revenue)~~ is recorded for academic services to be provided, and a tuition receivable is recorded for

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the portion of the tuition not paid in advance. Any cash received prior to the start of an academic term or program is recorded as ~~deferred revenue.~~

a contract liability.

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Students ~~of the~~at Strayer University and Capella University finance their education in a variety of ways, and historically about ~~three quarters~~75% of our students have participated in one or more financial aid ~~programs~~program provided through Title IV of the Higher Education Act. In addition, many of our working adult students finance their own education or receive full or partial tuition reimbursement from their employers. Those students who are veterans or active duty military personnel have access to various additional government-funded educational benefit programs.

In Australia, domestic students attending an ANZ institution finance their education themselves or by taking a loan through the government’s Higher Education Loan Program or Vocational Student Loan Program. In New Zealand, domestic students may utilize government loans to fund tuition and may be eligible for a period of “fees free” study funded by the government. International students attending an ANZ institution are not eligible for funding from the Australian or New Zealand governments.

A typical class is offered in weekly increments over a ~~ten-week~~six- to twelve-week period, depending on the university and course type, and is followed by an exam. ~~Students who withdraw from a course may be eligible for a refund of tuition charges based on the timing of the withdrawal. We use the student’s last date of attendance for this purpose.~~ Student attendance is based on physical presence in class for on-ground classes. For online classes, attendance consists of logging into one’s course shell and performing an academically-related activity (e.g., engaging in a discussion post or taking a quiz).

If a student withdraws from a course prior to completion, a portion of the tuition may be refundable depending on when the withdrawal occurs. We use the student’s withdrawal date or last date of attendance for this purpose. Our specific refund policies vary across the universities and non-degree programs. For students attending Strayer University, our refund policy typically permits students who complete less than half of a course to receive a partial refund of tuition for that course. For students attending Capella University, our refund policy varies based on course format. GuidedPath students are allowed a 100% refund through the first five days of the course, a 75% refund from six to twelve days, and 0% refund for the remainder of the period. FlexPath students receive a 100% refund through the 12th calendar day of the course for their first billing session only and a 0% refund after that date and for all subsequent billing sessions. For domestic students attending an ANZ institution, refunds are typically provided to students that withdraw within the first 20% of a course term. For international students attending an ANZ institution, refunds are provided to students that withdraw prior to the course commencement date. In limited circumstances, refunds to students attending an ANZ institution may be granted after these cut-offs subject to an application for special consideration by the student and approval of that application by the institution. Refunds reduce the tuition revenue that otherwise would have ~~otherwise~~ been recognized for that student. Since the ~~University’s~~ academic terms coincide with our financial reporting periods for most programs, nearly all refunds are processed and recorded in the same quarter as the corresponding revenue. For certain programs where courses may overlap a quarter-end date, we estimate a refund or withdrawal rate and do not recognize the related revenue until the uncertainty related to the refund is resolved. The ~~amount~~portion of tuition revenue refundable to students may vary based on the student’s state of residence.

For undergraduate students who withdraw from all their courses during the quarter of instruction, we reassess collectibility of tuition and fees for revenue recognition purposes. In addition, we cease revenue recognition when a student fully withdraws from all of his or her courses in the academic term. Tuition charges billed in accordance with our billing schedule may be greater than the pro rata revenue amount, but the additional amounts are not recognized as revenue unless they are collected in cash.

~~For~~U.S. students who receive funding under Title IV and withdraw, funds are subject to return provisions as defined by the Department of Education. The ~~University~~university is responsible for returning Title IV funds to the Department ~~of Education~~ and then may seek payment from the withdrawn student of prorated tuition or other amounts charged to him or her. Loss of financial aid eligibility during an academic term is rare and would normally coincide with the student’s withdrawal from the institution. ~~As discussed above, we cease revenue recognition upon~~In Australia and New Zealand, government funding for eligible students is provided directly to the institution on an estimated basis annually. The amount of government funding provided is based on a ~~student’s withdrawal~~course-by-course forecast of enrollments that the institution submits for the upcoming calendar year. Using the enrollment forecast provided as well as the requesting institution's historical enrollment trends, the government approves a fixed amount, which is then funded to the institution evenly on a monthly basis. Periodic reconciliation and true-ups are undertaken between the relevant government authority and the institution based on actual eligible enrollments, which may result in a net amount being due to or from ~~all of his or her classes in an academic term.~~

~~New students~~the government.

Students at Strayer University registering in credit-bearing courses in any undergraduate or graduate program ~~for the summer 2013 term (fiscal third quarter) and subsequent terms~~ qualify for the Graduation Fund, whereby qualifying students earn tuition credits that are redeemable in the final year of a student’s course of study if he or she successfully remains in the program. Students must meet all of ~~the~~Strayer University’s admission requirements and not be eligible for any previously offered scholarship program. ~~Our employees and their dependents are not eligible for the program.~~ To maintain eligibility, students must be enrolled in a bachelor’s or master's degree program. Students who have more than one consecutive term of non-attendance lose any Graduation Fund credits earned to date, but may earn and accumulate new credits if the student is reinstated or readmitted by ~~the~~Strayer University in the future. In their final academic year, qualifying students will receive one free course for every three courses that ~~were~~the student successfully ~~completed. Revenue and the value of the benefit earned by students participating~~completed in prior years. Strayer University's performance obligation associated with free courses that may be redeemed in the ~~Graduation Fund~~future is ~~recognized~~valued based on a systematic and rational allocation of the cost of honoring the benefit earned to each of the underlying revenue transactions that result in progress by the student toward earning the benefit. The estimated value of awards under the Graduation Fund that will be recognized in the future is based on historical experience of students’ persistence in completing their course of study and earning a ~~degree.~~degree and the tuition rate in effect at the time it was associated with the transaction. Estimated redemption rates of eligible students vary based on their term of enrollment. As of September 30, ~~2017,~~2022, we had deferred ~~$34.4~~$48.4 million for estimated redemptions earned under the Graduation Fund, as compared to ~~$29.5~~$52.0 million at December 31, ~~2016.~~2021. Each quarter, we assess our ~~methodologies and~~ assumptions underlying our estimates for persistence and estimated redemptions

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based on actual experience. To date, any adjustments to our estimates have not been material. However, if actual persistence or redemption rates change, adjustments to the reserve may be necessary and could be material.

Tuition receivable — We record estimates for our allowance for ~~doubtful accounts for~~credit losses related to tuition receivable from students primarily based on our historical collection rates by age of receivable and adjusted for reasonable expectations of future collection performance, net of ~~recoveries, and consideration of other relevant factors.~~recoveries. Our experience is that payment of outstanding balances is influenced by whether the student returns to the institution, as we require students to make payment arrangements for their outstanding balances prior to enrollment. Therefore, we monitor outstanding tuition receivable balances through subsequent terms, increasing the reserve on such balances over time as the likelihood of returning to the institution diminishes and our historical experience indicates collection is less likely. We periodically assess our

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methodologies for estimating ~~bad debts~~credit losses in consideration of actual experience. If the financial condition of our students were to deteriorate based on current or expected future events resulting in evidence of impairment of their ability to make required payments for tuition payable to us, additional allowances or write-offs may be required. For the third quarter of ~~2017,~~2022, our bad debt expense was ~~4.9%~~4.5% of revenue, compared to 3.8% for the same period in ~~2016.~~2021. A change in our allowance for ~~doubtful accounts~~credit losses of 1% of gross tuition receivable as of September 30, ~~2017~~2022 would have changed our income from operations by approximately ~~$0.4~~$1.3 million.

~~Accrued lease~~

Goodwill and ~~related costs~~intangible assets — ~~We estimate potential sublease income~~Goodwill represents the excess of the purchase price of an acquired business over the amount assigned to the assets acquired and ~~vacancy periods~~liabilities assumed. Indefinite-lived intangible assets, which include trade names, are recorded at fair market value on their acquisition date. At the time of acquisition, goodwill and indefinite-lived intangible assets are allocated to reporting units. Management identifies its reporting units by assessing whether the components of its operating segments constitute businesses for ~~space that~~which discrete financial information is ~~not~~available and management regularly reviews the operating results of those components. Goodwill and indefinite-lived intangible assets are assessed at least annually for impairment. No events or circumstances occurred in use, adjusting our estimates when circumstances change. If our estimates change or if we enter into subleases at rates that are substantially different than our current estimates, we will adjust our liability for leasethe three and ~~related costs. During the~~ nine months ended September 30, ~~2017~~2022 to indicate an impairment to goodwill or indefinite-lived intangible assets. Accordingly, no impairment charges related to goodwill or indefinite-lived intangible assets were recorded during the three and ~~2016, we reduced~~nine month periods ended September 30, 2022.

Finite-lived intangible assets that are acquired in business combinations are recorded at fair value on their acquisition dates and are amortized on a straight-line basis over the estimated useful life of the asset. Finite-lived intangible assets consist of student relationships. We review our ~~liability~~finite-lived intangible assets for ~~leases by approximately $0.3 million~~impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such assets are not recoverable, a potential impairment loss is recognized to the extent the carrying amount of the assets exceeds the fair value of the assets. No impairment charges related to finite-lived intangible assets were recorded during the three and ~~$2.0 million, respectively.~~

nine month periods ended September 30, 2022.

Other estimates — We record estimates for ~~contingent consideration,~~ certain of our accrued expenses and for income tax liabilities. We estimate the useful lives of our property and equipment ~~assess goodwill~~ and intangible assets ~~for impairment,~~ and periodically review our assumed forfeiture rates and ability to achieve performance targets for stock-based awards and adjust them as necessary. Should actual results differ from our estimates, revisions to our ~~contingent consideration,~~ accrued expenses, carrying amount of goodwill and intangible assets, stock-based compensation expense, and income tax liabilities may be required.

Results of Operations

In the third quarter of ~~2017,~~2022, we generated ~~$108.5~~$263.1 million in revenue ~~a 6% increase~~ compared to ~~2016, principally due to a 7% increase~~$270.1 million in ~~total enrollment and partially offset by a 1% decline in revenue per student. Income~~2021. Our income from operations was ~~$8.2~~$7.8 million for the third quarter of ~~2017. During the third quarter of 2017, we recorded approximately $2.1~~2022 compared to $7.3 million in ~~net benefits related~~2021, principally due to ~~a reduction in the value~~lower amortization expense of ~~contingent consideration payable under the NYCDA acquisition,~~intangible assets, restructuring costs, and merger and integration costs, partially offset by ~~nonrecurring personnel costs associated with a one-time staff reduction program. Income from operations for~~lower earnings in the ~~third quarter of 2016 was $4.8 million, which includes a $0.2 million noncash benefit to reduce our liability for leases on facilities no longer in use.~~USHE segment. Net income in the third quarter of ~~2017~~2022 was ~~$6.2~~$6.1 million ~~including approximately $2.4 million in after-tax benefits from the nonrecurring adjustments described above,~~ compared to ~~$2.9~~$3.9 million for the same period in ~~2016, which reflected approximately $0.1 million in after-tax benefits from the nonrecurring adjustments described above.~~2021. Diluted earnings per share was ~~$0.56~~$0.25 compared to ~~$0.27~~$0.16 for the same period in ~~2016. Diluted~~2021. For the nine months ended September 30, 2022, we generated $795.5 million in revenue, compared to $859.6 million for the same period in 2021. Our income from operations was $43.1 million for the nine months ended September 30, 2022 compared to $46.0 million for the same period in 2021, principally due to lower earnings in the USHE segment, partially offset by lower amortization expense of intangible assets, restructuring costs, and merger and integration costs. Net income was $28.3 million for the nine months ended September 30, 2022 compared to $33.4 million for the same period in 2021, and diluted earnings per share was $1.18 in the nine months ended September 30, 2022 compared to $1.38 for the ~~third quarter~~same period in 2021.

In the accompanying analysis of ~~2017~~financial information for 2022 and ~~2016 was $0.34~~2021, we use certain financial measures including Adjusted Revenue, Adjusted Total Costs and ~~$0.25~~Expenses, Adjusted Income from Operations, Adjusted Operating Margin, Adjusted Income Before Income Taxes, Adjusted Net Income, and Adjusted Diluted Earnings per ~~share, respectively, after~~Share that are not required by or prepared in accordance with accounting principles generally accepted in the ~~nonrecurring~~United States of America (“GAAP”). These measures, which are considered “non-GAAP financial measures” under SEC rules, are defined by us to exclude the following:

•purchase accounting adjustments

~~Key enrollment trends by quarter for the~~to record acquired contract liabilities at fair value as a result of our acquisition of Torrens University ~~were as follows:~~

~~Enrollment~~

~~% Change vs Prior Year~~

and associated assets in Australia and New Zealand and to record amortization and depreciation

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~~Since 2013,~~expense related to intangible assets and software assets acquired through our merger with Capella Education Company and our acquisition of Torrens University and associated assets in Australia and New Zealand;

•integration expenses associated with our merger with Capella Education Company and our acquisition of Torrens University and associated assets in Australia and New Zealand;

•severance costs and right-of-use lease asset impairment charges associated with our restructuring;

•income/loss from partnership and other investments that are not part of our core operations; and

•discrete tax adjustments related to stock-based compensation and other adjustments.

To illustrate currency impacts to operating results, Adjusted Revenue, Adjusted Total Costs and Expenses, Adjusted Income from Operations, Adjusted Operating Margin, Adjusted Income Before Income Taxes, Adjusted Net Income, and Adjusted Diluted Earnings per Share for the three and nine months ended September 30, 2022 are also presented on a constant currency basis.

When considered together with GAAP financial results, we ~~have introduced~~believe these measures provide management and investors with an additional understanding of our business and operating results, including underlying trends associated with our ongoing operations.

Non-GAAP financial measures are not defined in the same manner by all companies and may not be comparable with other similarly titled measures of other companies. Non-GAAP financial measures may be considered in addition to, but not as a ~~number~~substitute for or superior to, GAAP results. A reconciliation of ~~initiatives in response~~these measures to the ~~variability in our enrollment. Recognizing that affordability~~most directly comparable GAAP measures is provided below.

Adjusted results for 2021 exclude an ~~important factor in a prospective student’s decision~~adjustment for foreign currency exchange impacts and are therefore not directly comparable to ~~seek a college degree, we reduced~~adjusted results previously reported for the University undergraduate tuition for new students by 20% beginning in our 2014 winter academic term. We also introduced the Graduation Fund in mid-2013, whereby qualifying students can receive one free course for every three courses successfully completed. The free courses are redeemable in the student’s final academic year. In 2015, we launched Strayer@Work, which works with Fortune 1000 companies to structure customized education and training programs for their employees, often with significant discounts to our published tuition rates. In January 2016, we acquired NYCDA, which charges variable tuition by program based on the number of hours of instruction. These initiatives had a net negative impact on revenue per student, which declined 1% in 2016, and is expected to decrease slightly in 2017, by approximately 2%.

~~Three Months Ended~~nine months ended September 30, ~~2017 Compared to Three Months Ended September 30, 2016~~

~~Enrollment. Total enrollments at the University for the summer term 2017 increased to 41,679 students,~~2021. Adjusted income from ~~38,813 for the summer term 2016. New student enrollments increased by 7%, and continuing student enrollments increased by 8%.~~

~~Revenues. Revenues increased 6% to $108.5~~operations was $12.2 million in the third quarter of ~~2017 from $102.2~~2022 compared to $20.7 million in 2021. Adjusted net income was $8.0 million in the third quarter of ~~2016, principally due~~2022 compared to ~~total enrollment growth~~$14.1 million in 2021, and adjusted diluted earnings per share was $0.33 in the third quarter of ~~7%, partially offset by a decline~~2022 compared to $0.59 in ~~revenue per student of 1%. The decline in revenue per student is largely attributable to a new pricing structure which~~2021. Adjusted income from operations was ~~implemented~~$61.1 million for the ~~first quarter~~nine months ended September 30, 2022 compared to $127.9 million for the same period in 2021. Adjusted net income was $41.5 million for the nine months ended September 30, 2022 compared to $89.0 million for the same period in 2021, and adjusted diluted earnings per share was $1.73 for the nine months ended September 30, 2022 compared to $3.69 for the same period in 2021.

The tables below reconcile our reported results of ~~2014 which reduced tuition~~operations to adjusted results (amounts in thousands, except per share data):

Reconciliation of Reported to Adjusted Results of Operations for ~~new undergraduate students by approximately 20%, and gave eligible students access to the Graduation Fund. Revenues for undergraduate students increased 11% in~~ the three months ended September 30, ~~2017, driven by~~2022


			Non-GAAP Adjustments
	As Reported (GAAP)		Purchase accounting adjustments(1)		Merger and integration costs(2)		Restructuring costs(3)		Income from other investments(4)		Tax adjustments(5)		As Adjusted (Non-GAAP)
Revenues	$	263,123	$	—	$	—	$	—	$	—	$	—	$	263,123
Total costs and expenses	$	255,316	$	(3,522)	$	(269)	$	(610)	$	—	$	—	$	250,915
Income from operations	$	7,807	$	3,522	$	269	$	610	$	—	$	—	$	12,208
Operating margin	3.0%												4.6%
Income before income taxes	$	7,545	$	3,522	$	269	$	610	$	(39)	$	—	$	11,907
Net income	$	6,092	$	3,522	$	269	$	610	$	(39)	$	(2,478)	$	7,976

Diluted earnings per share	$	0.25											$	0.33
Weighted average diluted shares outstanding	23,902												23,902

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Reconciliation of Reported to Adjusted Results of Operations for the three months ended September 30, 2021


			Non-GAAP Adjustments
	As Reported (GAAP)		Purchase accounting adjustments(1)		Merger and integration costs(2)		Restructuring costs(3)		Loss from other investments(4)		Tax adjustments(5)		As Adjusted (Non-GAAP)
Revenues	$	270,078	$	—	$	—	$	—	$	—	$	—	$	270,078
Total costs and expenses	$	262,730	$	(8,932)	$	(1,111)	$	(3,322)	$	—	$	—	$	249,365
Income from operations	$	7,348	$	8,932	$	1,111	$	3,322	$	—	$	—	$	20,713
Operating margin	2.7%												7.7%
Income before income taxes	$	5,500	$	8,932	$	1,111	$	3,322	$	1,211	$	—	$	20,076
Net income	$	3,854	$	8,932	$	1,111	$	3,322	$	1,211	$	(4,312)	$	14,118

Diluted earnings per share	$	0.16											$	0.59
Weighted average diluted shares outstanding	24,113												24,113

Reconciliation of Reported to Adjusted Results of Operations for the nine months ended September 30, 2022


			Non-GAAP Adjustments
	As Reported (GAAP)		Purchase accounting adjustments(1)		Merger and integration costs(2)		Restructuring costs(3)		Income from other investments(4)		Tax adjustments(5)		As Adjusted (Non-GAAP)
Revenues	$	795,542	$	—	$	—	$	—	$	—	$	—	$	795,542
Total costs and expenses	$	752,429	$	(10,954)	$	(933)	$	(6,129)	$	—	$	—	$	734,413
Income from operations	$	43,113	$	10,954	$	933	$	6,129	$	—	$	—	$	61,129
Operating margin	5.4%												7.7%
Income before income taxes	$	41,980	$	10,954	$	933	$	6,129	$	(178)	$	—	$	59,818
Net income	$	28,341	$	10,954	$	933	$	6,129	$	(178)	$	(4,666)	$	41,513

Diluted earnings per share	$	1.18											$	1.73
Weighted average diluted shares outstanding	24,026												24,026

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Reconciliation of Reported to Adjusted Results of Operations for the nine months ended September 30, 2021


			Non-GAAP Adjustments
	As Reported (GAAP)		Purchase accounting adjustments(1)		Merger and integration costs(2)		Restructuring costs(3)		Income from other investments(4)		Tax adjustments(5)		As Adjusted (Non-GAAP)
Revenues	$	859,587	$	3,646	$	—	$	—	$	—	$	—	$	863,233
Total costs and expenses	$	813,539	$	(47,731)	$	(4,060)	$	(26,400)	$	—	$	—	$	735,348
Income from operations	$	46,048	$	51,377	$	4,060	$	26,400	$	—	$	—	$	127,885
Operating margin	5.4%												14.8%
Income before income taxes	$	47,124	$	51,377	$	4,060	$	26,400	$	(2,970)	$	—	$	125,991
Net income	$	33,407	$	51,377	$	4,060	$	26,400	$	(2,970)	$	(23,312)	$	88,962

Diluted earnings per share	$	1.38											$	3.69
Weighted average diluted shares outstanding	24,131												24,131

(1)Reflects a purchase accounting adjustment to record acquired contract liabilities at fair value as a result of the Company's acquisition of Torrens University and associated assets in Australia and New Zealand, and amortization and depreciation expense of intangible assets and software assets acquired through the Company’s merger with Capella Education Company and the Company's acquisition of Torrens University and associated assets in Australia and New Zealand.

(2)Reflects integration expenses associated with the Company's merger with Capella Education Company, including premerger litigation settlement, and the Company's acquisition of Torrens University and associated assets in Australia and New Zealand.

(3)Reflects severance costs and right-of-use lease asset impairment charges associated with the Company's restructuring.

(4)Reflects income/loss recognized from the Company's investments in partnership interests and other investments.

(5)Reflects tax impacts of the adjustments described above and discrete tax adjustments related to stock-based compensation and other adjustments, utilizing an ~~increase~~adjusted effective tax rate of 33.0% and 30.6% for the three and nine months ended September 30, 2022, respectively, and an adjusted effective tax rate of 29.7% and 29.4% for the three and nine months ended September 30, 2021, respectively.

The table below presents our adjusted results of operations on a constant currency basis for the three and nine months ended September 30, 2022 (amounts in ~~total undergraduate enrollment~~thousands, except per share data):


	For the three months ended September 30, 2022						For the nine months ended September 30, 2022
	As Adjusted (Non-GAAP)		Constant currency adjustment(1)		As Adjusted with Constant Currency (Non-GAAP)		As Adjusted (Non-GAAP)		Constant currency adjustment(1)		As Adjusted with Constant Currency (Non-GAAP)
Revenues	$	263,123	$	4,496	$	267,619	$	795,542	$	12,221	$	807,763
Total costs and expenses	$	250,915	$	3,791	$	254,706	$	734,413	$	11,006	$	745,419
Income from operations	$	12,208	$	705	$	12,913	$	61,129	$	1,215	$	62,344
Operating margin	4.6%				4.8%		7.7%				7.7%
Income before income taxes	$	11,907	$	708	$	12,615	$	59,818	$	1,210	$	61,028
Net income	$	7,976	$	474	$	8,450	$	41,513	$	812	$	42,325

Diluted earnings per share	$	0.33			$	0.35	$	1.73			$	1.76
Weighted average diluted shares outstanding	23,902				23,902		24,026				24,026

(1)Reflects an adjustment to translate foreign currency results for the three and nine months ended September 30, 2022 at a constant exchange rate of ~~13%, partially offset by a decline~~0.73 and 0.76 Australian Dollars to U.S. Dollars, respectively, which was the average exchange rate for the same periods in 2021.

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Three Months Ended September 30, 2022 Compared to the Three Months Ended September 30, 2021

Revenues. Consolidated revenue ~~per student of 2%. We expect this decline in revenue per student~~decreased to ~~continue at the undergraduate level as we enroll more new undergraduate students. For graduate students, revenues decreased 5% in 2017, driven by a decline in total graduate enrollment of 6%.~~

~~Instruction and educational support expenses.~~ ~~Instruction and educational support expenses increased $0.7 million to $57.0~~$263.1 million in the third quarter of ~~2017~~2022, compared to $270.1 million in the same period in the prior year, primarily due to declines in USHE enrollment. In the USHE segment for the three months ended September 30, 2022, total enrollment decreased 3% to 75,144 from ~~$56.3~~77,574 for the same period in 2021. USHE segment revenue decreased 3.3% to $185.5 million compared to $191.9 million in 2021 primarily as a result of declines in enrollment. In the Australia/New Zealand segment for the three months ended September 30, 2022, total enrollment increased 1.7% to 18,493, compared to 18,188 for the same period in 2021. Australia/New Zealand segment revenue decreased 6.2% to $61.2 million compared to $65.2 million in 2021, primarily due to unfavorable foreign exchange impacts and lower revenue-per-student. In the Education Technology Services segment, revenue for the three months ended September 30, 2022 increased 26.9% to $16.4 million compared to $13.0 million in 2021, primarily as a result of growth in Sophia Learning and higher employer affiliated enrollment.

Instructional and support costs. Consolidated instructional and support costs decreased to $153.2 million, compared to $153.7 million in the same period in the prior year, principally due to lower facility costs, partially offset by higher bad debt expense. Consolidated instructional and support costs as a percentage of revenues increased to 58.2% in the third quarter of 2022 from 56.9% in the third quarter of 2021.

General and administration expenses. Consolidated general and administration expenses increased to $97.8 million in the third quarter of ~~2016, principally due~~2022 compared to increases in bad debt expense and nonrecurring personnel costs associated with a one-time staff reduction program, offset by a noncash adjustment to reduce the value of contingent consideration related to our acquisition of NYCDA. Instruction and educational support expenses as a percentage of revenues decreased to 52.5% in the third quarter of 2017 from 55.1% in the third quarter of 2016.

~~Marketing expenses. Marketing expenses increased $1.4 million, or 6%, to $26.8~~$95.7 million in the ~~third quarter of 2017 from $25.4 million in the third quarter of 2016,~~prior year, principally due to increased investments in branding ~~initiatives. Marketing expenses as a percentage of revenues decreased to 24.7% in 2017 from 24.9% in 2016.~~

~~Admissions advisory expenses~~. Admissions advisory expenses increased $0.6 million, or 13%, to $5.3 million in the third quarter of 2017 from $4.7 million in the third quarter of 2016 due primarily to increased personnel costs. Admissions advisory expenses as a percentage of revenues increased to 4.9% in the third quarter of 2017 from 4.6% in the third quarter of 2016.

~~General~~initiatives and ~~administration expenses~~. General and administration expenses increased $0.2 million to $11.2 million in the third quarter of 2017 from $11.0 million in the third quarter of 2016, related primarily to increased personnel and corporate compliance costs. General and administration expenses as a percentage of revenues decreased to 10.3% in the third quarter of 2017 from 10.7% in the third quarter of 2016.

~~Income from operations. Income from operations increased $3.4 million, or 70%, to $8.2 million in the third quarter of 2017 from $4.8 million in the third quarter of 2016.~~

~~Investment income and interest expense~~. Investment income increased to $0.3 million in the third quarter of 2017 compared to $0.1 million in the third quarter of 2016 as a result of higher yields and an increase in our cash balances. Interest expense was $0.2 million in the third quarter of both 2017 and 2016. We have $150.0 million available under our revolving credit facility and no borrowings outstanding as of September 30, 2017.

~~Provision for income taxes~~. Income tax expense was $2.1 million in the third quarter of 2017, compared to $1.9 million in the third quarter of 2016. Our effective tax rate for the quarter was 25.6% and was favorably impacted by the reduction in the value of contingent consideration related to the NYCDA acquisition, which is not subject to income tax. We expect our effective tax rate, including the effect of tax benefits associatedpartnerships with ~~the vesting of restricted stock and the impacts of the contingent consideration adjustments referenced above, to be approximately 34.0% for 2017.~~

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~~Net income. Net income increased $3.3 million to $6.2 million in the third quarter of 2017 from $2.9 million in the third quarter of 2016 due to the factors discussed above.~~

~~Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016~~

~~Enrollment. Average enrollments at the University increased 6% to 42,826 students for the nine months ended September 30, 2017 compared to 40,238 students for the same period in 2016.~~

~~Revenues~~. Revenues increased 4% to $336.1 million in the nine months ended September 30, 2017 from $321.8 million in the nine months ended September 30, 2016, principally due to total enrollment growth of 6%, partially offset by a decline in revenue per student of 2%. The decline in revenue per student is largely attributable to a new pricing structure which was implemented for the first quarter of 2014 which reduced tuition for new undergraduate students by approximately 20%, and gave eligible students access to the Graduation Fund. Revenues for undergraduate students increased 10% in the nine months ended September 30, 2017, driven by an increase in total undergraduate enrollment of 13%, partially offset by a decline in revenue per student of 3%. We expect this decline in revenue per student to continue at the undergraduate level as we enroll more new undergraduate students. For graduate students, revenues decreased 7% in 2017, driven by a decline in total graduate enrollment of 8%, partially offset by an increase in revenue per student of 1%. The increase in graduate revenue per student was due primarily to increased average tuition per class compared to 2016.

~~Instruction and educational support expenses.~~ Instruction and educational support expenses increased $3.9 million, or 2%, to $180.1 million in the nine months ended September 30, 2017 from $176.2 million in the nine months ended September 30, 2016. The increase primarily resulted from increases in personnel costs associated with a one-time staff reduction program and increased bad debt expense, offset by adjustments to reduce the value of contingent consideration related to our acquisition of NYCDA. Instruction and educational support expenses as a percentage of revenues decreased to 53.6% in the nine months ended September 30, 2017 from 54.7% in the nine months ended September 30, 2016.

~~Marketing expenses~~. Marketing expenses increased $3.3 million, or 5%, to $64.7 million in the nine months ended September 30, 2017 from $61.4 million in the nine months ended September 30, 2016, principally due to increased investments in branding initiatives. Marketing expenses as a percentage of revenues increased to 19.3% in the nine months ended September 30, 2017 from 19.1% in the nine months ended September 30, 2016.

~~Admissions advisory expenses~~. Admissions advisory expenses increased $1.6 million, or 12%, to $14.8 million in the nine months ended September 30, 2017 from $13.2 million in the nine months ended September 30, 2016, primarily due to increased personnel costs. Admissions advisory expenses as a percentage of revenues increased to 4.4% in the nine months ended September 30, 2017 from 4.1% in the nine months ended September 30, 2016.

~~General and administration expenses~~. General and administration expenses increased $2.8 million to $36.0 million in the nine months ended September 30, 2017 from $33.2 million in the nine months ended September 30, 2016. During the nine months ended September 30, 2016, we recorded a $2.0 million noncash benefit associated with adjustments to our reserve for leases on facilities no longer in use. Generalbrand ambassadors. Consolidated general and administration expenses as a percentage of revenues increased to ~~10.7%~~37.2% in the ~~nine~~third quarter of 2022 from 35.4% in the third quarter of 2021.

Amortization of intangible assets. Amortization of intangible assets decreased to $3.5 million in the third quarter of 2022 compared to $8.9 million in 2021, due to the finite-lived intangible assets acquired through the merger with Capella Education Company being fully amortized as of the third quarter of 2021.

Merger and integration costs. Merger and integration costs decreased to $0.3 million in the third quarter of 2022 compared to $1.1 million for the same period in 2021, as a result of lower integration expenses associated with the acquisition of ANZ.

Restructuring costs. Restructuring costs decreased to $0.6 million in the third quarter of 2022 compared to $3.3 million in 2021, primarily due to lower right-of-use lease asset and fixed asset impairment charges associated with vacating leased space and lower severance and other personnel-related expenses from employee terminations in connection with the Company's restructuring plan.

Income from operations. Consolidated income from operations increased to $7.8 million in the third quarter of 2022 compared to $7.3 million in the third quarter of 2021, principally due to lower amortization expense of intangible assets, restructuring costs, and merger and integration costs, partially offset by lower earnings in the USHE segment. In the USHE segment, loss from operations was $1.9 million in the third quarter of 2022, compared to $5.2 million of income from operations in the third quarter of 2021, primarily due to lower enrollments and increased investments in marketing initiatives. In the Australia/New Zealand segment, income from operations decreased 13.8% to $8.9 million in the third quarter of 2022, compared to $10.4 million in the third quarter of 2021, primarily driven by lower revenue, higher bad debt expense, and unfavorable foreign currency impacts. In the Education Technology Services segment, income from operations was $5.2 million in the third quarter of 2022 and 2021. As discussed above, revenue in the Education Technology Services segment increased in the third quarter of 2022 compared to the third quarter of 2021 as a result of growth in Sophia Learning and an increase in employer affiliated enrollment; however, income from operations remained consistent due to increased investment in outreach to corporate partners in the third quarter of 2022.

Other expense. Other expense was $0.3 million in the third quarter of 2022 compared to $1.8 million in the third quarter of 2021, as a result of an increase in investment income from our limited partnership investments and an increase in interest income, partially offset by an increase in interest expense due to higher interest rates. We incurred $1.6 million of interest expense in the three months ended September 30, ~~2017 from 10.3%~~2022 compared to $0.9 million in the ~~nine~~three months ended September 30, ~~2016.~~

2021.

Provision for income taxes.Income ~~from operations~~tax expense was $1.5 million in the third quarter of 2022, compared to $1.6 million in the third quarter of 2021. Our effective tax rate for the quarter was 19.3%, compared to 29.9% for the same period in 2021.

Net income. ~~Income from operations~~Net income increased ~~$2.7~~to $6.1 million ~~or 7%,~~in the third quarter of 2022 compared to ~~$40.5~~$3.9 million in the third quarter of 2021 due to the factors discussed above.

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Nine Months Ended September 30, 2022 Compared to the Nine Months Ended September 30, 2021

Revenues. Consolidated revenue decreased to $795.5 million in the nine months ended September 30, ~~2017 from $37.8~~2022, compared to $859.6 million in the same period in the prior year, primarily due to declines in enrollment. USHE segment revenue decreased 9.4% to $571.3 million compared to $630.6 million in 2021 primarily as a result of declines in enrollment. Australia/New Zealand segment revenue decreased 7.0% to $177.2 million compared to $190.5 million in 2021 as a result of unfavorable foreign exchange impacts, declines in enrollment, and lower revenue-per-student. In the Education Technology Services segment, revenue for the nine months ended September 30, 2022 increased 22.5% to $47.0 million compared to $38.4 million in 2021, primarily as a result of growth in Sophia Learning and higher employer affiliated enrollment.

Instructional and support costs. Consolidated instructional and support costs decreased to $445.2 million in the nine months ended September 30, ~~2016.~~

~~Investment income and interest expense.~~ ~~Investment income increased to $0.7~~2022 from $459.4 million in the nine months ended September 30, ~~2017 compared~~2021, principally due to ~~$0.3~~lower facility costs and bad debt expense. Consolidated instructional and support costs as a percentage of revenues increased to 56.0% in the nine months ended September 30, 2022 from 53.4% in the nine months ended September 30, 2021.

General and administration expenses. Consolidated general and administration expenses increased to $289.3 million in the nine months ended September 30, ~~2016, as a result of higher yields and an increase in our cash balances. Interest expense was $0.5~~2022 from $276.0 million in ~~both of~~ the nine months ended September 30, ~~2017~~2021, principally due to increased investments in branding initiatives and ~~2016. We have $150.0~~partnerships with brand ambassadors. Consolidated general and administration expenses as a percentage of revenues increased to 36.4% in the nine months ended September 30, 2022 from 32.1% in the nine months ended September 30, 2021.

Amortization of intangible assets. Amortization of intangible assets decreased to $11.0 million ~~available under our revolving credit facility and no borrowings outstanding~~in the nine months ended September 30, 2022 from $47.7 million in the nine months ended September 30, 2021, due to the finite-lived intangible assets acquired through the merger with Capella Education Company being fully amortized as of the third quarter of 2021.

Merger and integration costs. Merger and integration costs decreased to $0.9 million in the nine months ended September 30, ~~2017.~~

2022 from $4.1 million in the nine months ended September 30, 2021, as a result of lower integration expenses associated with the acquisition of ANZ.

Restructuring costs. Restructuring costs decreased to $6.1 million in the nine months ended September 30, 2022 from $26.4 million in the nine months ended September 30, 2021, primarily due to $3.7 million of right-of-use lease asset and fixed asset impairment charges associated with vacating leased space in the first nine months of 2022, compared to $21.5 million in the comparable period in 2021, as well as higher severance and other personnel-related expenses from employee terminations in the first nine months of 2021.

Income from operations. Consolidated income from operations decreased to $43.1 million in the nine months ended September 30, 2022 from $46.0 million in the nine months ended September 30, 2021, principally due to lower earnings in the USHE segment, partially offset by lower amortization expense of intangible assets, restructuring costs, and merger and integration costs. USHE segment income from operations decreased 70.1% to $25.4 million in the nine months ended September 30, 2022 from $85.0 million in the nine months ended September 30, 2021, primarily due to lower enrollments, lower revenue-per-student, and increased investments in marketing initiatives. Australia/New Zealand segment income from operations decreased 10.9% to $20.5 million in the nine months ended September 30, 2022, compared to $23.0 million of income from operations in the nine months ended September 30, 2021, primarily due to lower revenue and unfavorable foreign currency impacts. Education Technology Services segment income from operations decreased 6.2% to $15.2 million for the nine months ended September 30, 2022 from $16.2 million in the nine months ended September 30, 2021 as a result of increased investment in outreach to corporate partners, partially offset by growth in Sophia Learning and an increase in employer affiliated enrollment.

Other income (expense). Other income (expense) decreased to $1.1 million of expense in the nine months ended September 30, 2022 from $1.1 million of income in the nine months ended September 30, 2021, primarily due to a decrease in investment income from our limited partnership investments and an increase in interest expense, partially offset by an increase in interest income due to higher interest rates. We incurred $3.6 million of interest expense in the nine months ended September 30, 2022 compared to $2.7 million in nine months ended September 30, 2021.

Provision for income taxes.Income tax expense ~~decreased~~was $13.6 million in the nine months ended September 30, 2022, compared to $13.7 million in the nine months ended September 30, ~~2017 from $14.6~~2021. Our effective tax rate for the nine months ended September 30, 2022 was 32.5%, compared to 29.1% for the nine months ended September 30, 2021. The increase in the effective tax rate in 2022 was primarily due to a $1.4 million tax shortfall recognized through share-based payment arrangements.

Net income. Net income decreased to $28.3 million in the nine months ended September 30, 2016. This decrease reflects a tax surplus recorded in the current year associated with the vesting of certain shares of restricted stock. In addition, we recognized tax benefits resulting from the reduction in the value of contingent consideration related to the NYCDA acquisition. We expect our effective tax rate, including the effect of tax benefits associated with the vesting of restricted stock and the impacts of the contingent consideration adjustments referenced above, to be approximately 34.0% for 20172022 compared to ~~39.3% in 2016.~~

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~~Net income. Net income increased $4.0 million to $27.1~~$33.4 million in the nine months ended September 30, ~~2017 from $23.1 million in the nine months ended September 30, 2016~~2021 due to the factors discussed above.

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Liquidity and Capital Resources

At September 30, ~~2017,~~2022, we had cash, ~~and~~ cash equivalents, and marketable securities of ~~$150.5~~$288.8 million compared to ~~$129.2~~$298.8 million at December 31, ~~2016~~2021 and ~~$120.5~~$305.0 million at September 30, ~~2016.~~2021. At September 30, ~~2017,~~2022, most of our cash was held in demand deposit accounts at high credit quality financial institutions.

We are party to a credit ~~agreement~~facility (the “Amended Credit Facility”), which provides for a ~~$150 million~~senior secured revolving credit facility ~~and~~(the “Revolving Credit Facility”) in an aggregate principal amount of up to $350 million. The Amended Credit Facility provides us with an option, subject to obtaining additional loan commitments and satisfaction of certain conditions, to increase the commitments under the Revolving Credit Facility or establish one or more incremental term loans ~~under certain conditions. The credit agreement has a maturity date~~(each, an “Incremental Facility”) in an amount up to the sum of ~~July 2, 2020. We had no borrowings outstanding under~~(x) the ~~revolving credit facility during each~~greater of (A) $300 million and (B) 100% of the ~~nine months ended September 30, 2016~~Company’s consolidated EBITDA (earnings before interest, taxes, depreciation, amortization, and ~~2017,~~noncash charges, such as stock-based compensation) calculated on a trailing four-quarter basis and on a pro forma basis, and (y) if such Incremental Facility is incurred in connection with a permitted acquisition or other permitted investment, any amounts so long as the Company's leverage ratio (calculated on a trailing four-quarter basis) on a pro forma basis will be no greater than 1.75:1.00. In addition, the Amended Credit Facility provides for a subfacility for borrowings in certain foreign currencies in an amount equal to the U.S. dollar equivalent of ~~September 30, 2017.~~

$150 million. Borrowings under the ~~revolving credit facility~~Revolving Credit Facility bear interest at a per annum rate equal to LIBOR or a base rate, plus a margin ranging from ~~1.75%~~1.50% to ~~2.25%~~2.00%, depending on our leverage ratio. An unused commitment fee ranging from ~~0.25%~~0.20% to ~~0.35%,~~0.30% per annum, depending on our leverage ratio, accrues on unused ~~amounts under the revolving credit facility. During each of the nine months ended September 30, 2017 and 2016, we paid unused commitment fees of $0.3 million.~~amounts. We were in compliance with all applicable covenants related to the ~~credit agreement~~Amended Credit Facility as of September 30, ~~2017.~~

2022. As of September 30, 2022 and 2021, we had $141.2 million and $141.6 million, respectively, outstanding under our Revolving Credit Facility. During the nine months ended September 30, 2022 and 2021, we paid $3.0 million and $2.1 million, respectively, of interest and unused commitment fees related to our Revolving Credit Facility.

Our net cash ~~from~~provided by operating activities for the nine months ended September 30, ~~2017 increased to $44.4~~2022 was $124.7 million, as compared to ~~$30.1~~$161.2 million for the same period in ~~2016.~~2021. The ~~increase~~decrease in net cash from operating activities was ~~largely due to~~primarily driven by lower earnings in the ~~payment of retention agreements in connection with the NYCDA acquisition in January 2016, cash provided~~USHE segment, partially offset by ~~changes in working capital, and the~~favorable timing of ~~income tax~~ payments ~~in 2017 compared to 2016.~~

of working capital.

Capital expenditures ~~were $14.6~~decreased to $32.5 million for the nine months ended September 30, ~~2017,~~2022, compared to ~~$7.5~~$33.6 million for the same period in ~~2016.~~

2021, due to the timing of capital projects.

The Board of Directors declared ~~an annual~~a regular, quarterly cash dividend of ~~$1.00~~$0.60 per share of common ~~share, payable quarterly.~~stock for each of the first three quarters of 2022. During the nine months ended September 30, ~~2017,~~2022, we ~~have~~ paid a total of ~~$8.6~~$44.6 million in cash dividends on our common stock. ~~For~~During the nine months ended September 30, ~~2017,~~2022, we ~~did not~~paid $36.9 million to repurchase ~~any~~common shares in the open market under our repurchase program. As of ~~common stock and, at~~ September 30, ~~2017,~~2022, we had ~~$70~~$213.1 million inof share repurchase authorization remaining to use through December 31, ~~2017.~~

2022.

For the third quarter of ~~2017,~~2022 and 2021, bad debt expense as a percentage of revenue was ~~4.9% compared to~~4.5% and 3.8% ~~for the third quarter of 2016.~~

, respectively.

We believe that existing cash and cash equivalents, cash generated from operating activities, and if necessary, cash borrowed under our ~~revolving credit facility,~~Amended Credit Facility will be sufficient to meet our requirements for at least the next 12 months. Currently, we maintain our cash primarily in ~~mostly~~ demand deposit bank accounts and money market funds, which isare included in cash and cash equivalents at September 30, ~~2017~~2022 and ~~2016.~~2021. We also hold marketable securities, which primarily include tax-exempt municipal securities and corporate debt securities. During the nine months ended September 30, ~~2017~~2022 and ~~2016,~~2021, we earned interest income of ~~$0.7~~$1.9 million and ~~$0.3~~$0.9 million, respectively.

~~The table below sets forth our contractual commitments associated with operating leases, excluding subleases as of September 30, 2017 (in thousands):~~

Payments Due By Period




Less than 1

1-3

3-5

More than

Total

Year

Years

Years

5 Years

Operating leases

$
119,061

$
31,782

$
49,750

$
26,384

$
11,145

~~Table of Contents~~

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We are subject to the impact of interest rate changes and may be subject to changes in the market values of our future investments. We invest our excess cash in bank overnight deposits, money market funds and marketable securities. We have not used derivative financial instruments in our investment portfolio. Earnings from investments in bank overnight deposits, money market mutual funds, and marketable securities may be adversely affected in the future should interest rates decline, although such a decline may reduce the interest rate payable on any borrowings under our ~~revolving credit facility.~~Revolving Credit Facility. Our future investment income may fall short of expectations due to changes in interest rates or we may suffer losses in principal if forced to sell securities that have declined in market value due to changes in interest rates. As of September 30, ~~2017,~~2022, a 1% increase or decrease in interest rates would not have a material impact on our future earnings, fair values, or cash flows related to investments in cash equivalents or interest earning marketable securities.

~~Changing interest rates could also have a negative impact on the amount~~

Table of ~~interest expense~~Contents

At September 30, 2022, we ~~incur. On July 2, 2015, we used approximately $116~~had $141.2 million of our existing cash and cash equivalents to prepay our term loan and terminate an interest rate swap as part of an amendment to our credit and term loan agreement. The credit agreement provides for a $150 million revolving credit facility and an option to establish incremental term loans under certain conditions. The credit agreement has a maturity date of July 2, 2020. We had no borrowings outstanding under ~~the revolving credit facility after prepayment of the term loan facility, and as of September 30, 2017.~~our Amended Credit Facility. Borrowings under the ~~revolving credit facility~~Amended Credit Facility bear interest at LIBOR or a base rate, plus a margin ranging from ~~1.75%~~1.50% to ~~2.25%~~2.00%, depending on our leverage ratio. An unused commitment fee ranging from ~~0.25%~~0.20% to ~~0.35%~~0.30%, depending on our leverage ratio, accrues on unused amounts under the ~~revolving credit facility.~~Amended Credit Facility. An increase in LIBOR would affect interest expense on any outstanding balance of the ~~revolving credit facility.~~Revolving Credit Facility. For every 100 basis points increase in LIBOR, we would incur an incremental ~~$1.5~~$3.5 million in interest expense per year assuming the entire ~~$150~~$350 million ~~revolving credit facility~~Revolving Credit Facility was utilized.

In March 2021, the administrator of LIBOR announced that the publication of certain LIBOR settings would cease after December 2021 and publication of the remainder of the LIBOR settings will cease after June 2023. At September 30, 2022, we had no exposure to the discontinued LIBOR settings and had approximately $141.2 million of LIBOR-based debt outstanding on our Revolving Credit Facility. Our Revolving Credit Facility includes mechanisms for replacing the applicable reference rate, which we do not expect to be materially different from LIBOR.

Foreign Currency Risk

The United States Dollar (“USD”) is our reporting currency. The functional currency of each of our foreign subsidiaries is the currency of the economic environment in which the subsidiary primarily does business. Revenues denominated in currencies other than the USD accounted for 22.3% of our consolidated revenues for the nine months ended September 30, 2022. We therefore have foreign currency risk related to these currencies, which is primarily the Australian dollar. Accordingly, changes in exchange rates, and in particular a weakening of foreign currencies relative to the USD may negatively affect our revenue and operating income as expressed in the USD. For the nine months ended September 30, 2022, a hypothetical 10% adverse change in the average foreign currency exchange rates would have decreased our consolidated revenues by approximately $17.7 million. In addition, the effect of exchange rate changes on cash, cash equivalents, and restricted cash for the nine months ended September 30, 2022 was a decrease of $10.7 million. We do not use foreign exchange contracts or derivatives to hedge any foreign currency exposures.

ITEM 4: CONTROLS AND PROCEDURES

~~Disclosure Controls and Procedures.~~ The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2017. Based upon such review, the Chief Executive Officer and Chief Financial Officer have concluded that the Company had in place, as of September 30, 2017, effective disclosure controls and procedures designed to ensure that information required to be disclosed by the Company (including consolidated subsidiaries) in the reports it files or submits under the Securities Exchange Act of 1934, as amended, and the rules thereunder, is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in reports it files or submits under the Securities Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~Internal Control Over Financial Reporting~~. There have not been any changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

a)Disclosure Controls and Procedures. The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2022. Based upon such review, the Chief Executive Officer and Chief Financial Officer have concluded that the Company had in place, as of September 30, 2022, effective disclosure controls and procedures designed to ensure that information required to be disclosed by the Company (including consolidated subsidiaries) in the reports it files or submits under the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), and the rules thereunder, is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in reports it files or submits under the Securities Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

b)Internal Control Over Financial Reporting. There have not been any changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Table of Contents

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

~~From time to time, we~~

We are involved in litigation and other legal proceedings arising out of the ordinary course of our business. ~~There~~From time to time, certain matters may arise that are ~~no pending~~other than ordinary and routine. The outcome of such matters is uncertain, and we may incur costs in the future to defend, settle, or otherwise resolve them. We currently believe that the ultimate outcome of such matters will not, individually or in the aggregate, have a material adverse effect on our consolidated financial position, results of operations or cash flows. However, depending on the amount and timing, an unfavorable resolution of some or all of these matters could materially affect future results of operations in a particular period. See Note 15, Litigation, in the condensed consolidated financial statements appearing in Part I, Item 1 of this report for additional information regarding our legal proceedings toand related matters, which ~~we or our property are subject.~~

information is incorporated herein by reference.

Item 1A. Risk Factors

You should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2016, and in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017,~~2021, which could materially affect our business, adversely affect the market price of our common stock and could cause you to suffer a partial or complete loss of your investment. There have been no material changes to the risk factors previously described in Part I, “Item 1A. Risk Factors” included in ~~the Company’s~~our Annual Report on Form 10-K for the year ended December 31, ~~2016, and in our Quarterly Reports on Form 10-Q for~~2021, other than the ~~quarters ended March 31, 2017 and June 30, 2017, except that we have updated two of the~~revised risk factors ~~to reflect recent developments occurring after the filing of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.~~included below. The risks described below and in our Annual Report on Form 10-K ~~as updated by our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017, and this Quarterly Report on Form 10-Q,~~ are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also could materially adversely affect our business. See “Cautionary Notice Regarding Forward-Looking Statements.”

The following risk factors update and supersede the risk factors with the same captions in our Annual Report on Form 10-K for the year ended December 31, 2016, as updated by our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017.

~~We are subject to compliance reviews, which, if they resulted in a material finding of noncompliance,~~

Strayer University or Capella University could ~~affect our ability~~lose its eligibility to participate in federal student financial aid programs or be provisionally certified with respect to such participation if the percentage of its revenues derived from those programs were too high, or could be restricted from enrolling students in certain states if the percentage of the University’s revenues from federal or state programs were too high.

A proprietary institution may lose its eligibility to participate in the federal Title IV ~~programs.~~

~~Because we operate~~student financial aid program if it derives more than 90% of its revenues, on a cash basis, from Title IV programs for two consecutive fiscal years. A proprietary institution of higher education that violates the 90/10 Rule for any fiscal year will be placed on provisional status for up to two fiscal years. Using the formula specified in ~~a highly regulated industry, we are subject~~the Higher Education Act, Strayer University derived approximately 82.95% of its cash-basis revenues from these programs in 2021. Capella University derived approximately 67.06% of its cash-basis revenues from Title IV program funds in 2021. On March 11, 2021, President Biden signed into law the American Rescue Plan Act of 2021, which amends the “90/10 Rule” to ~~compliance reviews and claims of noncompliance and related lawsuits by government agencies, accrediting agencies and third parties, including claims brought by third parties on behalf~~include “all federal education assistance” in the “90” side of the ~~federal government. For example,~~ratio calculation. The legislation requires the Department to conduct a negotiated rulemaking process to modify related Department regulations, which was considered by the Institutional and Programmatic Eligibility negotiated rulemaking. Meetings of this negotiated rulemaking committee occurred January-March 2022, the Department issued and received public comments on the proposed rule in July-August 2022, and the Department of Education ~~regularly conducts program reviews~~released final 90/10 regulations on October 27, 2022. The final regulations may result in a definition of ~~educational institutions~~“federal education assistance” that ~~are participating~~will include tuition assistance programs offered by the U.S. Department of Defense and U.S. Department of Veterans Affairs, in addition to the Title IV programs already covered by the 90/10 Rule. These revisions to the 90/10 Rule will apply to institutional fiscal years beginning on or after January 1, 2023. Further legislation has been introduced in both chambers of Congress that seek to modify the 90/10 Rule further, including proposals to change the ratio requirement to 85/15 (federal to nonfederal revenue). We cannot predict whether Congress will pass any of these legislative proposals. If one of the Universities were to violate the 90/10 Rule, the loss of eligibility to participate in the federal student financial aid programs would have a material adverse effect on our business. Certain states have also proposed legislation that would prohibit enrollment of their residents based on a state and federal funding threshold that is more restrictive than the federal 90/10 Rule. If such legislation were to be enacted, and the ~~Office~~Universities were unable to meet the threshold, loss of ~~Inspector General~~eligibility to enroll students in certain states would have a material adverse effect on our business.

If Strayer University and Capella University fail to comply with the extensive legal and regulatory requirements for higher education institutions, they could face significant monetary or other liabilities and penalties, including loss of access to federal student loans and grants for their students.

As providers of higher education, Strayer University and Capella University are subject to extensive laws and regulation on both the federal and state levels and by accrediting agencies. In particular, the Higher Education Act and related regulations subject Strayer University, Capella University, and all other higher education institutions that participate in the various Title IV programs to significant regulatory scrutiny.

Table of Contents

The Higher Education Act mandates specific regulatory responsibilities for each of the following components of the higher education regulatory triad: (1) the federal government through the Department of Education; (2) the accrediting agencies recognized by the Secretary of Education; and (3) state education regulatory bodies.

In addition, other federal agencies such as the Consumer Financial Protection Bureau (“CFPB”), Federal Trade Commission (“FTC”), and Federal Communications Commission and various state agencies and state attorneys general enforce consumer protection, calling and texting, marketing, privacy and data security, and other laws applicable to post-secondary educational institutions. Findings of noncompliance could result in monetary damages, fines, penalties, injunctions, or restrictions or obligations that could have a material adverse effect on our business. Some of these laws also include private rights of action.

On October 8, 2021, the Department of Education ~~regularly conducts audits~~announced establishment of an Office of Enforcement within the Department’s Office of Federal Student Aid, designed to strengthen oversight over and ~~investigations~~enforcement against postsecondary schools that participate in federal student loan, grant, and work-study programs. The Office of ~~such institutions.~~Enforcement restores an office first established by the Department in 2016. The Department announced the Office of Enforcement would comprise four existing divisions: Administrative Actions and Appeals Services Group, Borrower Defense Group, Investigations Group, and Resolution and Referral Management Group. The Department intends the Office of Enforcement to coordinate with other state and federal partners, including the U.S. Department of Justice, CFPB, FTC, state attorneys general, and other state and federal partners.

On October 6, 2021 the FTC announced that it is resurrecting Penalty Offense Authority under Section 5(m) of the FTC Act (the “Act”). Under the Act, the FTC may secure penalties against entities not a party to an original proceeding if the FTC can show that the entity had actual knowledge that the conduct in question was found to be unfair or deceptive. In an effort to establish actual knowledge and create a pathway for penalties in the event of post-notice acts or practices, the FTC issued that same day an informational notice to the 70 largest for-profit schools based on enrollment and revenues. The notice included a list of acts and practices that the FTC has determined are unfair or deceptive, including but not limited to acts relating to misrepresentation of employment opportunities and other benefits, together with citation to various prior determinations from cases previously litigated by the FTC. Strayer University and Capella University received the FTC’s notice on October 7, 2021, although the FTC made clear that receipt of the notice itself does not reflect any assessment as to whether Strayer University or Capella University has engaged in deceptive or unfair conduct.

On April 4, 2022, the Company received correspondence from the CFPB, in which the CFPB took the position that it has supervisory authority over the Company as a covered person that offers or provides private education loans pursuant to 12 U.S.C. 5514(a)(1)(D) and further indicated the CFPB is considering whether to cite violations based on preliminary findings that the Company may have violated the Dodd-Frank Wall Street Reform and Consumer Protection Act, 12 U.S.C. 5301 et seq., due to alleged student loan servicing and collections practices or policies. Specifically, the CFPB referred to Capella University and Strayer University’s historical practice of withholding official transcripts from students who were delinquent in paying amounts due, a practice which both universities discontinued prior to receipt of the correspondence. While the Company disagrees with CFPB’s position as to its supervisory authority and disputes any alleged legal or regulatory violations, SEI is cooperating with CFPB’s inquiry and responded to CFPB as requested on April 25, 2022. The CFPB subsequently sent a letter on July 8, 2022, indicating that it believed the withholding of transcripts was a violation, and requiring the Company to cease withholding transcripts for those with an outstanding balance and to take other remedial actions. The Company had already discontinued its historical practice prior to the CFPB’s notice, and informed the CFPB that it completed the remedial actions in the allotted thirty days. On April 26, 2022, the CFPB informed the Company that it intended to conduct an announced education loan exam in June 2022. The examination started on June 13, 2022. Fieldwork concluded on August 5, 2022, but the examination is ongoing. On September 12, 2022, the CFPB informed the Company of a preliminary finding related to a product that is no longer utilized, and invited the Company’s response. The Company timely responded to the CFPB’s letter, disagreeing with the preliminary finding and noting that the product to which it related is no longer utilized.

The laws, regulations, standards, and policies applicable to our business frequently change, and changes in, or new interpretations of, applicable laws, regulations, standards, or policies could have a material adverse effect on our accreditation, authorization to operate in various states, permissible activities, ability to communicate with prospective students, receipt of funds under Title IV programs, or costs of doing business. The Department of Education ~~could limit, suspend, or terminate our participation~~periodically engages in negotiated rulemaking sessions to revise regulations that govern the federal Title IV ~~programs, place us on a more restrictive, slower payment method for receipt~~student financial aid programs. As discussed in Note 16, Regulation, in the condensed consolidated financial statements appearing in Part I, Item 1 of ~~Title IV program funds, or impose other penalties such as requiring us to make refunds, pay liabilities, or pay an administrative fine upon a material finding of noncompliance.~~

The Department of Education conducted four campus-based program reviews of Strayer University’s administration of Title IV programs in three states and the District of Columbia, with one on-site review conducted August 18-20, 2014; one on-site review conducted September 8-11, 2014; and two on-site reviews conducted September 22-26, 2014. On October 21, 2014,this report under “Current Negotiated Rulemaking,” the Department of Education ~~issued an Expedited Final Program Review Determination Letter~~has convened negotiated rulemaking committees to address issues such as borrower defense to repayment, misrepresentation, arbitration proceedings, gainful employment rules, and federal government oversight into changes in ownership for ~~one~~institutions of higher education, among others. Certain proposals related to these issues could raise the ~~program reviews conducted~~cost of compliance for Strayer University or Capella University or require changes in the ~~week of September 22, 2014, closing the program review~~educational programs offered by Strayer University and Capella University in order to comply with ~~no further action required by us. On November 17, 2014, we received a Program Review Report for the program review conducted in August 2014, and provided a response to~~new rules. We cannot predict whether the Department of Education ~~on December 15, 2014. On January 7, 2015, we received a Final Program Review Determination letter from~~will promulgate any regulations that August 2014 review, closing the program review with no further action required by us. On March 24, 2015, the Company received a Program Review Report for another program review, and provided a response to the Department on April 21, 2015. On April 29, 2015, the Company received a Final Program Review Determination Letter closing the review and identifying a payment of less than $500 due to the Department of Education based on an underpayment on a return to Title IV calculation. The Company remitted payment, and received a letter from the Department on May 26, 2015, indicating that no further action was required and that the matter was closed. On September 15, 2015, the Company received a Program Review Report for the final program review, and provided a response to the Department on October 5, 2015. On January 5, 2016, the Company received a Final Program Review Determination Letter for the final program review, indicating that this program review was closed and no further action was required.

would negatively affect Strayer University or Capella University.

Table of Contents

~~If we fail to obtain recertification~~Title IV requirements are enforced by the Department of Education ~~when required, we would~~and, in some instances, by private plaintiffs. If Strayer University and Capella University are found not to be in compliance with these laws, regulations, standards, or policies, they could lose ~~our ability~~access to ~~participate in Title IV programs.~~

An institution generally must seek recertification from the Department of Education at least every six years and possibly more frequently depending on various factors, such as whether it is provisionally certified. The Department of Education may also review an institution’s continued eligibility and certification to participate in Title IV programs, or scope of eligibility and certification, in the event the institution undergoes a change in ownership resulting in a change of control or expands its activities in certain ways, such as the addition of certain types of new programs, or, in certain cases, changes to the academic credentials that it offers. In certain circumstances, the Department of Education must provisionally certify an institution. The Department of Education may withdraw our certification if it determines that we are not fulfilling material requirements for continued participation in Title IV programs. If the Department of Education does not renew, or withdraws our certification to participate in Title IV programs, our students would no longer be able to receive Title IV program funds and face related monetary liability, which would have a material adverse effect on ~~our business.~~

~~Each institution participating in Title IV programs must enter into a Program Participation Agreement with~~ the Department of Education. Under the agreement, the institution agrees to follow the Department of Education’s rules and regulations governing Title IV programs. On October 13, 2017, the Department informed the University that it was approved to participate in Title IV programs with full certification through June 30, 2021.

Company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended September 30, ~~2017, we did not~~2022, the Company paid $36.9 million to repurchase ~~any~~ shares of common stock under ~~our~~its repurchase program. The Company's remaining authorization for ~~our~~ common stock repurchases was ~~$70.0~~$213.1 million as of September 30, ~~2017,~~2022, and is available for use through December 31, ~~2017.~~2022. A summary of the Company's share repurchases during the quarter is set forth below:


	Total number of shares purchased(1)	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Approximate dollar value of shares that may yet be purchased under the plans or programs ($ mil)
Beginning Balance (at 06/30/22)					$	225.0
July	—	$	—	—	225.0
August	96,438	69.42		96,438	218.3
September	82,315	63.77		82,315	213.1
Total (at 09/30/22)	178,753	$	66.82	178,753	$	213.1

(1)The Company's repurchase program was announced on November 3, 2003 for repurchases up to an aggregate amount of $15 million in value of common stock through December 31, 2004. The Board of Directors amended the program on various dates increasing the amount authorized and extending the authorization date. On November 3, 2021, the Board of Directors increased the amount authorized to $250.0 million for use through December 31, 2022.

Item 3. Defaults Upon Senior Securities

None

Item 4.Mine Safety Disclosures

Not applicable

Item 5. Other Information

~~None~~

None


Maryland		52-1975978
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2303 Dulles Station Boulevard ~~Herndon, VA~~		~~20171~~
Herndon,	VA	20171
(Address of principal executive offices)		(Zip Code)



PART I — FINANCIAL INFORMATION

	Item 1.	Financial Statements

		Unaudited Condensed Consolidated Balance Sheets at December 31, ~~2016~~2021 and September 30, ~~2017~~2022	3 3

		Unaudited Condensed Consolidated Statements of Income for the three and nine months ended September 30, ~~2016~~2021 and ~~2017~~2022	4 4

		Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2021 and 2022	4

		Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, ~~2016~~2021 and ~~2017~~2022	5 5

		Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, ~~2016~~2021 and ~~2017~~2022	7 6

		Notes to Unaudited Condensed Consolidated Financial Statements	8 7

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32 22

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42 29

	Item 4.	Controls and Procedures	43 29

PART II — OTHER INFORMATION

	Item 1.	Legal Proceedings	44 30

	Item 1A.	Risk Factors	44 30

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46 31

	Item 3.	Defaults Upon Senior Securities	46 31

	Item 4.	Mine Safety Disclosures	46 31

	Item 5.	Other Information	46 31

	Item 6.	Exhibits	47 32

SIGNATURES			48 33

~~CERTIFICATIONS~~



	December 31, 2016		September 30, 2017			December 31, 2021		September 30, 2022
ASSETS					ASSETS
Current assets:					Current assets:
Cash and cash equivalents	$	129,245	$	150,483	Cash and cash equivalents	$	268,918	$	262,757
Marketable securities					Marketable securities	6,501		11,387
Tuition receivable, net		20,532		20,626	Tuition receivable, net	51,277		81,676
Income taxes receivable		—		2,734	Income taxes receivable	313		—
Other current assets		10,766		12,917	Other current assets	40,777		46,928
Total current assets		160,543		186,760	Total current assets	367,786		402,748
Property and equipment, net		73,124		74,335	Property and equipment, net	150,589		136,073
Deferred income taxes		31,096		34,609
Right-of-use lease assets					Right-of-use lease assets	149,587		125,081
Marketable securities, non-current					Marketable securities, non-current	23,377		14,648
Intangible assets, net					Intangible assets, net	276,380		259,855
Goodwill		20,744		20,744	Goodwill	1,285,864		1,226,499
Other assets		13,189		12,127	Other assets	52,297		50,347
Total assets	$	298,696	$	328,575	Total assets	$	2,305,880	$	2,215,251

LIABILITIES & STOCKHOLDERS’ EQUITY					LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:					Current liabilities:
Accounts payable and accrued expenses	$	41,132	$	50,514	Accounts payable and accrued expenses	$	95,518	$	101,357
Income taxes payable		1,883		—	Income taxes payable	—		3,316
Deferred revenue		16,691		21,784
Other current liabilities		133		—
Contract liabilities					Contract liabilities	73,232		131,705
Lease liabilities					Lease liabilities	27,005		23,539
Total current liabilities		59,839		72,298	Total current liabilities	195,755		259,917
Long-term debt					Long-term debt	141,630		141,234
Deferred income tax liabilities					Deferred income tax liabilities	44,595		33,688
Lease liabilities, non-current					Lease liabilities, non-current	162,821		136,791
Other long-term liabilities		50,483		40,788	Other long-term liabilities	47,089		45,139
Total liabilities		110,322		113,086	Total liabilities	591,890		616,769

Commitments and contingencies					Commitments and contingencies
Stockholders’ equity:					Stockholders’ equity:
Common stock, par value $0.01; 20,000,000 shares authorized; 11,093,489 and 11,167,425 shares issued and outstanding at December 31, 2016 and September 30, 2017, respectively		111		112
Common stock, par value $0.01; 32,000,000 shares authorized; 24,592,098 and 24,454,377 shares issued and outstanding at December 31, 2021 and September 30, 2022, respectively					Common stock, par value $0.01; 32,000,000 shares authorized; 24,592,098 and 24,454,377 shares issued and outstanding at December 31, 2021 and September 30, 2022, respectively	246		245
Additional paid-in capital		35,453		44,021	Additional paid-in capital	1,529,969		1,507,902
Accumulated other comprehensive income (loss)					Accumulated other comprehensive income (loss)	9,203		(66,369)
Retained earnings		152,810		171,356	Retained earnings	174,572		156,704
Total stockholders’ equity		188,374		215,489	Total stockholders’ equity	1,713,990		1,598,482
Total liabilities and stockholders’ equity	$	298,696	$	328,575	Total liabilities and stockholders’ equity	$	2,305,880	$	2,215,251



	For the three months ended				For the nine months ended
	September 30,				September 30,					For the three months ended September 30,				For the nine months ended September 30,
	2016		2017		2016		2017			2021		2022		2021		2022
Revenues	$	102,156	$	108,512	$	321,809	$	336,144	Revenues	$	270,078	$	263,123	$	859,587	$	795,542
Costs and expenses:									Costs and expenses:
Instruction and educational support		56,295		56,987		176,175		180,059
Marketing		25,388		26,790		61,434		64,734
Admissions advisory		4,691		5,318		13,171		14,813
Instructional and support costs									Instructional and support costs	153,651		153,162		459,394		445,154
General and administration		10,952		11,193		33,211		36,017	General and administration	95,714		97,753		275,954		289,259
Amortization of intangible assets									Amortization of intangible assets	8,932		3,522		47,731		10,954
Merger and integration costs									Merger and integration costs	1,111		269		4,060		933
Restructuring costs									Restructuring costs	3,322		610		26,400		6,129
Total costs and expenses		97,326		100,288		283,991		295,623	Total costs and expenses	262,730		255,316		813,539		752,429
Income from operations		4,830		8,224		37,818		40,521	Income from operations	7,348		7,807		46,048		43,113
Investment income		115		303		327		737
Interest expense		161		162		481		481
Other income (expense)									Other income (expense)	(1,848)		(262)		1,076		(1,133)
Income before income taxes		4,784		8,365		37,664		40,777	Income before income taxes	5,500		7,545		47,124		41,980
Provision for income taxes		1,906		2,138		14,580		13,670	Provision for income taxes	1,646		1,453		13,717		13,639
Net income	$	2,878	$	6,227	$	23,084	$	27,107	Net income	$	3,854	$	6,092	$	33,407	$	28,341
Earnings per share:									Earnings per share:
Basic	$	0.27	$	0.58	$	2.18	$	2.54	Basic	$	0.16	$	0.26	$	1.39	$	1.19
Diluted	$	0.27	$	0.56	$	2.14	$	2.43	Diluted	$	0.16	$	0.25	$	1.38	$	1.18
Weighted average shares outstanding:									Weighted average shares outstanding:
Basic		10,616		10,701		10,608		10,671	Basic	23,948		23,550		23,966		23,765
Diluted		10,828		11,210		10,803		11,174	Diluted	24,113		23,902		24,131		24,026


	For the three months ended September 30,				For the nine months ended September 30,
	2021		2022		2021		2022
Net income	$	3,854	$	6,092	$	33,407	$	28,341
Other comprehensive income (loss):
Foreign currency translation adjustment	(28,876)		(38,171)		(46,864)		(74,677)
Unrealized gains (losses) on marketable securities, net of tax	9		(189)		(60)		(895)
Comprehensive loss	$	(25,013)	$	(32,268)	$	(13,517)	$	(47,231)



				Additional
	Common Stock			Paid-in		Retained
	Shares	Par Value		Capital		Earnings		Total
Balance at December 31, 2015	11,027,177	$	110	$	24,738	$	118,008	$	142,856
Tax shortfall associated with stock-based compensation arrangements	—		—		(51)		—		(51)
Restricted stock grants, net of forfeitures	66,781		1		(1)		—		—
Stock-based compensation	—		—		7,330		—		7,330
Net income	—		—		—		23,084		23,084
Balance at September 30, 2016	11,093,958	$	111	$	32,016	$	141,092	$	173,219


				Additional
	Common Stock			Paid-in		Retained
	Shares	Par Value		Capital		Earnings		Total
Balance at December 31, 2016	11,093,489	$	111	$	35,453	$	152,810	$	188,374
Restricted stock grants, net of forfeitures	73,936		1		(1)		—		—
Stock-based compensation	—		—		8,569		—		8,569
Common stock dividends	—		—		—		(8,561)		(8,561)
Net income	—		—		—		27,107		27,107
Balance at September 30, 2017	11,167,425	$	112	$	44,021	$	171,356	$	215,489


	For the three months ended September 30, 2021
	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income		Total
	Shares	Par Value
Balance at June 30, 2021	24,621,111	$	246	$	1,523,022	$	179,089	$	30,823	$	1,733,180
Stock-based compensation	—	—		4,624		22		—		4,646
Issuance of restricted stock, net	18,843	1		—		—		—		1
Repurchase of common stock	(39,475)	(1)		(2,457)		(543)		—		(3,001)
Common stock dividends ($0.60 per share)	—	—		—		(14,757)		—		(14,757)
Foreign currency translation adjustment	—	—		—		—		(28,876)		(28,876)
Unrealized gains on marketable securities, net of tax	—	—		—		—		9		9
Net income	—	—		—		3,854		—		3,854
Balance at September 30, 2021	24,600,479	$	246	$	1,525,189	$	167,665	$	1,956	$	1,695,056


	As of September 30,
	2021		2022
Cash and cash equivalents	$	274,774	$	262,757
Restricted cash included in other current assets	11,559		15,145
Restricted cash included in other assets	500		500
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	286,833	$	278,402


	December 31, 2021		September 30, 2022
Tuition receivable	$	100,060	$	126,616
Allowance for credit losses	(48,783)		(44,940)
Tuition receivable, net	$	51,277	$	81,676


	CEC Integration Plan(1)		2020 Restructuring Plan		Total
Balance at December 31, 2020	$	1,835	$	1,287	$	3,122
Restructuring and other charges	—		3,737		3,737
Payments	(1,835)		(4,227)		(6,062)
Balance at September 30, 2021	$	—	$	797	$	797

Balance at December 31, 2021(2)	$	—	$	1,612	$	1,612
Restructuring and other charges	—		1,241		1,241
Payments	—		(2,853)		(2,853)
Balance at September 30, 2022	$	—	$	—	$	—


	Amortized Cost		Gross Unrealized Gain		Gross Unrealized (Losses)		Estimated Fair Value
Tax-exempt municipal securities	$	18,636	$	1	$	(540)	$	18,097
Corporate debt securities	8,179		—		(241)		7,938
Total	$	26,815	$	1	$	(781)	$	26,035


	December 31, 2021		September 30, 2022
Due within one year	$	6,501	$	11,387
Due after one year through five years	23,377		14,648
Total	$	29,878	$	26,035


			Fair Value Measurements at Reporting Date Using
	September 30, 2022		Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Money market funds	$	7,191	$	7,191	$	—	$	—
Marketable securities:
Tax-exempt municipal securities	18,097		—		18,097		—
Corporate debt securities	7,938		—		7,938		—
Total assets at fair value on a recurring basis	$	33,226	$	7,191	$	26,035	$	—


	U.S. Higher Education		Australia / New Zealand		Education Technology Services		Total
Balance as of December 31, 2021	$	632,075	$	553,789	$	100,000	$	1,285,864
Additions	—		947		—		947
Impairments	—		—		—		—
Currency translation adjustments	—		(60,312)		—		(60,312)
Adjustments to prior acquisitions	—		—		—		—
Balance as of September 30, 2022	$	632,075	$	494,424	$	100,000	$	1,226,499


	December 31, 2021						September 30, 2022
	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Subject to amortization
Student relationships	$	201,309	$	(180,007)	$	21,302	$	199,715	$	(188,498)	$	11,217
Not subject to amortization
Trade names	255,078		—		255,078		248,638		—		248,638
Total	$	456,387	$	(180,007)	$	276,380	$	448,353	$	(188,498)	$	259,855


		~~Purchase~~
		~~Price~~
		~~Allocation~~	~~Useful Life~~
~~Cash~~	$	~~790~~
~~Other assets~~		~~1,265~~
~~Intangibles:~~
~~Trade name~~		~~5,660~~	~~Indefinite~~
~~Goodwill~~		~~13,944~~
~~Liabilities assumed~~		~~(4,734)~~
~~Total assets acquired and liabilities assumed, net~~		~~16,925~~
~~Less: contingent consideration~~		~~(14,500)~~
~~Less: cash acquired~~		~~(790)~~
~~Cash paid for acquisition, net of cash acquired~~	$	~~1,635~~


	December 31, 2021		September 30, 2022
Prepaid expenses, net of current portion	$	19,852	$	18,753
Equity method investments	15,582		13,979
Cloud computing arrangements	5,957		6,835
Other investments	3,576		3,896
Tuition receivable, net, non-current	2,466		2,716
Other	4,864		4,168
Other assets	$	52,297	$	50,347


			Fair Value Measurements at Reporting Date Using
			Quoted Prices in		Significant
			Active Markets		Other		Significant
			for Identical		Observable		Unobservable
	September 30,		Assets/Liabilities		Inputs		Inputs
	2017		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds	$	15,199	$	15,199	$	—	$	—

Liabilities:
Deferred payments	$	4,424	$	—	$	—	$	4,424


	December 31, 2021		September 30, 2022
Trade payables	$	45,340	$	54,736
Accrued compensation and benefits	27,424		36,912
Accrued student obligations and other	22,754		9,709
Accounts payable and accrued expenses	$	95,518	$	101,357



	September 30, 2016		September 30, 2017
Balance at beginning of period	$	3,278	$	11,741
Amounts paid		(7,358)		(1,133)
Contingent consideration in connection with NYCDA acquisition		14,500		—
Other adjustments to fair value		1,920		(6,184)
Balance at end of period	$	12,340	$	4,424


	December 31, 2021		September 30, 2022
Contract liabilities, net of current portion	$	34,704	$	34,369
Asset retirement obligations	9,122		7,593
Other	3,263		3,177
Other long-term liabilities	$	47,089	$	45,139


	Number of shares or units	Weighted- average Grant price
Balance, December 31, 2016	727,100	$	97.53
Grants	75,140		82.18
Vested shares	(84,718)		66.60
Forfeitures	(1,204)		62.28
Balance, September 30, 2017	716,318	$	99.64


				Weighted-
				average
		Weighted-		remaining	Aggregate
	Number of	average		contractual	intrinsic value(1)
	shares	exercise price		life (years)	(in thousands)
Balance, December 31, 2016	100,000	$	51.95	4.1	$	2,868
Grants	—		—
Exercises	—		—
Forfeitures/Expirations	—		—
Balance, September 30, 2017	100,000	$	51.95	3.3	$	3,532
Exercisable, September 30, 2017	100,000	$	51.95	3.3	$	3,532


	December 31, 2016		September 30, 2017
Deferred revenue, net of current portion	$	17,981	$	18,274
Deferred rent and other facility costs		8,251		7,406
Loss on facilities not in use		7,813		6,227
Deferred payments related to acquisitions		13,754		5,979
Lease incentives		2,684		2,902
Other long-term liabilities	$	50,483	$	40,788


	Payments Due By Period
			Less than 1		1-3		3-5		More than
	Total		Year		Years		Years		5 Years
Operating leases	$	119,061	$	31,782	$	49,750	$	26,384	$	11,145


3.1
~~3.1~~	Amended Articles of Incorporation and Articles Supplementary of the Company (incorporated by reference to Exhibit 3.01 of the Company’s Annual Report on Form 10-K (File No. 000-21039) filed with the Commission on March 28, 2002).
~~3.2~~	Amended and Restated ~~Bylaws~~Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Commission on ~~November 4, 2010)~~August 1, 2018).
~~3.3~~ 3.2		~~First Amendment to the~~ Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit ~~3.1~~3.2 of the ~~Company’s Current~~Company's Quarterly Report on Form ~~8-K~~10-Q filed with the Commission on ~~April 17, 2017)~~July 29, 2021).
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934.
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934.
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.		INS Inline XBRL Instance Document
101.		SCH Inline XBRL Schema Document
101.		CAL Inline XBRL Calculation Linkbase Document
101.		DEF Inline XBRL Definition Linkbase Document
101.		LAB Inline XBRL Label Linkbase Document
101.		PRE XBRL Presentation Linkbase Document
104.		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


			~~STRAYER~~STRATEGIC EDUCATION, INC.

			By:			/s/ Daniel W. Jackson
			Daniel W. Jackson
			Executive Vice President and Chief Financial Officer
			Date: ~~October 30, 2017~~ November 3, 2022