##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 WASHINGTON, D.C.
    20549
    FORM 10-K
  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
 THE SECURITIES EXCHANGE ACT OF 1934
       STRAYER EDUCATION,
    INC.
   MARYLAND

52-1975978(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer Identification Number)   1100 Wilson Boulevard, Suite 2500, Arlington, VA
    22209
   REGISTRANTS TELEPHONE NUMBER INCLUDING AREA CODE:
    (703) 247-2500
  SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
    ACT:
  COMMON STOCK, $.01 PAR
    VALUE

NASDAQ GLOBAL SELECT
    MARKET(Title of class)

(Name of each exchange on
    which registered)   SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
    ACT:
 NONE
   x o
  o x
  x o
  Regulation S-T o o
   Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  x Large
    accelerated filer
    o Accelerated
    filer
    oNon-accelerated
    filer
    o Smaller
    reporting company   Rule 12b-2 o x
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





STRAYER
    EDUCATION, INC.
  FORM 10-K
  INDEX
   
 PagePART IItem 1

Business


2Item 1A

Risk Factors


27Item 1B

Unresolved Staff Comments


34Item 2

Properties


34Item 3

Legal Proceedings


34Item 4

Submission of Matters to a Vote of Security
    Holders


34PART IIItem 5

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


35Item 6

Selected Financial Data


37Item 7

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


39Item 7A

Quantitative and Qualitative Disclosures about
    Market Risk


45Item 8

Financial Statements and Supplementary Data


46Item 9

Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


65Item 9A

Controls and Procedures


65Item 9B

Other Information


66PART IIIItem 10

Directors, Executive Officers and Corporate
    Governance


67Item 11

Executive Compensation


70Item 12

Security Ownership of Certain Beneficial Owners
    and Management


71Item 13

Certain Relationships and Related Transactions


71Item 14

Principal Accounting Fees and Services


71PART IVItem 15

Exhibits and Financial Statement Schedules


72SIGNATURES


73EX-23.1: CONSENT OF PRICEWATERHOUSECOOPERS LLPEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATIONEX-23.1EX-31.1EX-31.2EX-32.1EX-32.2




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PART I



CAUTIONARY
    NOTICE REGARDING FORWARD-LOOKING STATEMENTS:    
    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 state
    regulatory requirements and accrediting agency requirements;
    risks related to the timing of regulatory approvals;
    competitive factors;
    our ability to continue to implement our online growth strategy;
    risks associated with the opening of new campuses;
    risks associated with the offering of new educational programs
    and adapting to other program changes;
    risks associated with the acquisition of existing educational
    institutions;
    risks associated with the ability of our students to finance
    their education in a timely manner; and
    general economic and market conditions.  Form 10-K
 1




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Item 1.
    Business  Overview
        Form 10-K.
  Industry
    Background and Outlook
   2




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
    an increase in demand by employers for professional and skilled
    workers;
    a projected 18% growth in the annual number of high school
    graduates from 2.8 million in 2000 to 3.3 million in
    2010;
    the significant and measurable income premium attributable to
    post-secondary education; and
    budgetary constraints at traditional colleges and universities.    not-for-profit
  Company
    Strengths
  118-year
  
    Consistent operating history.  We have
    been in continuous operation since 1892 and have demonstrated an
    ability to operate consistently and grow profitably. Our
    enrollment and revenue have grown each year since our initial
    public offering in 1996.
    Practical and diversified curricula.  We
    offer core curricula in stable, high-demand areas of adult
    education. In order to keep pace with a changing knowledge-based
    economy, we constantly strive to meet the evolving needs of our
    working adult students and their employers by regularly refining
    and updating our existing educational programs. Additionally, we
    replicate programs that are successful in a given campus at
    additional locations throughout our network of campuses. Strayer
    University currently offers more than 100 different degree,
    diploma and certificate programs, including emphases and
    concentrations, to its students.
    Focus on working adults pursuing degree
    programs.  We focus on serving working adults
    who are pursuing undergraduate and graduate degrees in order to
    advance their careers and employment opportunities. We believe
    this is an attractive market within the post-secondary education
    sector due to the growing number of adult students enrolling in
    post-secondary education programs and the highly motivated
    nature of adult students. We consider adult students to be our
    primary customers, with the various business and government
    organizations that provide tuition assistance to their employees
    as our secondary customers. In addition, we believe that the
    structure of our curriculum, featuring associate,
    bachelors and graduate-level degree programs, encourages
    students to continue their education and results in extended
    periods of student enrollment which positively impacts the
    visibility and predictability of our future revenues.
    Approximately 94% of our students were enrolled in degree
    programs for the 2009 fall term.
    Flexible program offerings.  We maintain
    flexible quarterly programs that allow working adult students to
    attend classes and complete coursework on a convenient evening
    and weekend schedule throughout the calendar year. Additionally,
    we developed online programs to enable students to pursue a
    degree partially or entirely via the Internet, thereby
    increasing the 3




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convenience, accessibility and flexibility of our educational
    programs. Approximately 72% of our students enrolled for the
    2009 fall term were taking at least one course online. We
    believe that these flexible offerings distinguish us from many
    traditional universities that currently do not effectively
    address the special requirements of working adults.  
    Attractive and convenient campus
    locations.  Our campuses are located in
    growing metropolitan areas, mostly in the Mid-Atlantic and
    Southern regions where there are large populations of working
    adults with demographic characteristics similar to those of our
    typical students. Strayer Universitys campuses are
    attractive and modern, offering conducive learning environments
    in convenient locations.
    Established brand name and alumni
    support.  With a
    118-year
    operating history, Strayer University is an established brand
    name in post-secondary adult education, and our students and
    graduates work throughout corporate America. Our alumni network
    fosters additional recruitment opportunities for students.
    Strong owner-oriented management
    team.  In connection with our recapitalization
    in 2001, we developed a new growth strategy and hired a new
    senior management team to implement this strategy. As described
    below, under the leadership of Robert S. Silberman, our Chairman
    and Chief Executive Officer, we embarked on various initiatives
    to serve the working adult market by expanding our campuses and
    developing an online learning platform. In addition, our senior
    officers have made investments in Strayer through outright share
    purchases, in addition to any compensatory stock awards.  Company
    Strategy
    
    Maintain stable enrollment in our mature
    markets.  We have a total of 78 campuses
    (including three new campuses opened for the 2010 winter term
    and four new campuses opened for the 2010 spring term) in
    various stages of growth. Our goal is to enroll an incremental
    100-150
    students at each campus each year until it reaches an enrollment
    level of approximately 1,000 students. We had 19 campuses with
    over 1,000 students for the 2010 winter term. Once a campus has
    reached this state of maturity, our goal is to maintain stable
    campus enrollment while increasing revenues with market-based
    tuition increases.
    Open new campuses.  Our goal is to open
    new campuses every year by meeting unmet demand in states in
    which we currently operate physical campuses, and by expanding
    into contiguous states that exhibit strong demand for adult
    education in business and information technology programs. Since
    our initial public offering in 1996, we have grown from eight
    campuses in one state and Washington, D.C. to 78 campuses
    in 18 states and Washington, D.C. We have opened 64
    new campuses since the beginning of 2001. These campuses are set
    forth in the table below:  New
    Campuses Opened
    (since the beginning of 2001)
  2001

Baltimore, MD (Owings Mills Campus)Norfolk, VA (Chesapeake Campus)Norfolk, VA (Newport News Campus)2002

Charlotte, NC (North Charlotte Campus)Charlotte, NC (South Charlotte Campus) 4




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Raleigh-Durham, NC (Cary Campus)2003

Memphis, TN (Thousand Oaks Campus)Nashville, TNRaleigh-Durham, NC (North Raleigh Campus)Philadelphia, PA (Lower Bucks Campus)Philadelphia, PA (Delaware County Campus)2004

Greenville, SCMemphis, TN (Shelby Oaks Campus)Atlanta, GA (Cobb County Campus)Atlanta, GA (Chamblee Campus)Philadelphia, PA (King of Prussia Campus)2005

Tampa, FL (Tampa East Campus)Tampa, FL (Tampa West Campus)Greensboro, NCColumbia, SCAtlanta, GA (Morrow Campus)2006

Wilmington, DEPhiladelphia, PA (Center City Campus)Pittsburgh, PA (Penn Center West Campus)Pittsburgh, PA (Cranberry Woods Campus)Norfolk, VA (Virginia Beach Campus)Atlanta, GA (Roswell Campus)Charleston, SCBirmingham, AL2007

Louisville, KYLexington, KYOrlando, FL (Maitland Campus)Orlando, FL (Orlando East Campus)Atlanta, GA (Douglasville Campus)Cherry Hill, NJWillingboro, NJKnoxville, TN2008

Charlotte, NC (Huntersville Campus)Raleigh, NC (Garner Campus)Atlanta, GA (Lithonia Campus)Orlando, FL (Sandlake Campus)Jacksonville, FLPalm Beach, FLFt. Lauderdale, FLFt. Lauderdale, FL (Coral Springs Campus)Savannah, GA2009

Augusta, GAHuntsville, ALAllentown, PACharleston, WVSalt Lake City, UTCincinnati, OH (Mason Campus) 5




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##### Table of Contents



Columbus, OHCleveland, OH (Fairview Park Campus)Akron, OHFlorence, KYMiami, FL (Miramar Campus)2010 (to date)

Lawrenceville, NJNew Brunswick, NJLittle Rock, ARAustin, TXMiami, FL (Doral Campus)Miami, FL (Brickell Campus)New Orleans, LA (Metarie Campus)       
    Expand Online.  Our online classes are
    available to students throughout the U.S. and on a global
    basis. Strayer has demonstrated its success with both
    asynchronous (on demand) and synchronous (real
    time) course offerings that are favored by working adult
    students because of their quality and convenience. We believe
    that the added flexibility of being able to offer both
    traditional and online courses allows us to better serve our
    working adult students. Due to the convenience and flexibility
    of online courses, particularly in the asynchronous format, this
    medium has rapidly grown in acceptance and is expected to
    continue to grow. There were over 39,000 students taking at
    least one online course for the 2009 fall term. We intend to
    make additional investments in our online programs to support
    the continued growth in this area, including through a second
    Global Online Operations Center that we opened in 2009 in Salt
    Lake City, Utah.
    Develop corporate/institutional
    alliances.  We believe we are well positioned
    to pursue significant opportunities in the large
    corporate/institutional market. Our convenient evening, weekend
    and online courses provide an attractive solution for the
    education and training needs of employers and their employees.
    We currently have employer agreements or billing arrangements of
    various types with many corporations and government
    organizations, including Bank of America, Capital One, General
    Dynamics, Lowes, Northrop Grumman, SAIC, Sodexo USA, UPS,
    FBI, United States Postal Service, Verizon, and Verizon
    Wireless. We are actively working with other corporations and
    institutions, such as community colleges, to increase the number
    of such arrangements and to further develop existing
    relationships. These relationships, once established, provide an
    ongoing source of new and continuing students.
    Optimize the use of stockholders
    capital.  We compare all uses of our capital
    (including but not limited to organic growth investments,
    acquisitions, share repurchases and dividends) in terms of
    return on our owners capital and enhancing shareholder
    value. In 2009, we repurchased approximately 452,000 shares
    of our common stock and increased our annual dividend from $2.00
    to $3.00 per share, effective December 2009. We periodically
    evaluate opportunities to acquire other providers of
    post-secondary education. Currently, we have no commitments with
    regard to potential acquisitions. 6




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Strayer
    University
  Curriculum
      Graduate Programs

Undergraduate Programs      Master of Business Administration   (M.B.A.) Degree

      Master of Education (M.Ed.) Degree
      Master of Health Services Administration   (M.H.S.A.) Degree
      Master of Public Administration  (M.P.A.) Degree

      Bachelor of Science (B.S.) Degree               Accounting               Information Systems               Economics               International Business               Criminal Justice
      Bachelor of Business Administration   (B.B.A.) Degree      Master of Science
    (M.S.) Degree
    Information Systems
    Accounting
    Human Resource Management

      Associate in Arts
    (A.A.) Degree
    Accounting
    Acquisition and Contract Management
    Business Administration
    Information Systems
    Economics
    General Studies
    Marketing
    Criminal Justice      Executive Graduate
    Certificate Programs
    Business Administration
    Information Systems
    Accounting

      Diploma Programs
    Accounting
    Acquisition and Contract Management
    Information Systems      Undergraduate
    Certificate Programs Accounting
    Business Administration
    Information Systems        7




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Online
    Faculty
      Organization
    of Strayer University
    Board of
    Trustees
  Dr. Charlotte F. Beason

Dr. Beason is the Chairwoman of the Board of Trustees. She
    has served as a member of the Board of Trustees since 1996. She
    has extensive experience in education, distance learning, and
    the accreditation of education programs. (See Item 10 below for
    additional biographical information.) 8




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Mr. Daniel R. Abbasi

Mr. Abbasi has served as a member of the Board of Trustees since
    2005. He is Director of MissionPoint Capital Partners, a private
    equity firm specializing in clean energy. Previously, Mr. Abbasi
    was Associate Dean of the Yale School of Forestry and
    Environmental Studies, where he remains affiliated. In addition,
    he has also held management positions with Kaplan, Inc., Time
    Warner, Inc., the U.S. Environmental Protection Agency and the
    Stanford Center on Conflict and Negotiation. Mr. Abbasi
    holds a bachelors degree in government and a masters
    in business administration, both from Harvard University. Mr.
    Abbasi also holds a masters degree in political science
    from Stanford University.Mr. Roland Carey

Mr. Carey has served as a member of the Board of Trustees since
    1990. He served for 23 years as a U.S. Army Officer in the
    specialties of Air Defense Missile Evaluation and Military
    Education. He retired in 1986 as a Lieutenant Colonel. Mr. Carey
    served 12 years as a mathematics instructor and as an
    Intervention Program Coordinator with Fairfax County Public
    Schools. Additionally, he has served on two other organizational
    management and supervisory boards. Mr. Carey holds a
    bachelors degree in mathematics from Florida A&M
    University and a masters degree in educational leadership
    from George Mason University.Mr. Karl McDonnell

Mr. McDonnell was elected to the Board of Trustees in 2007.
    Mr. McDonnell joined Strayer Education, Inc. in July 2006
    as President and Chief Operating Officer. (See Item 10 below for
    additional biographical information.)Mr. Todd A. Milano

Mr. Milano has served as a member of the Board of Trustees since
    1992 and has more than 30 years of experience in
    post-secondary education. Since 1989, he has served as President
    of Central Pennsylvania College near Harrisburg, Pennsylvania.
    (See Item 10 below for additional biographical information.)Dr. William C. Reha, MD

Dr. Reha was elected to the Board of Trustees in 2007. He
    is a Board Certified Urologic Surgeon in Woodbridge, Virginia.
    He also serves as Vice-Speaker for the Medical Society of
    Virginia. Dr. Reha is active in Strayer University alumni
    affairs and is the 2005 Outstanding Alumni Award winner.
    Dr. Reha has served as president of the Prince William
    County Medical Society and the Potomac Hospital Medical Staff
    and is a Fellow of the Claude Moore Physician Leadership
    Institute. He holds a bachelors degree in biochemistry
    from Binghamton University, an M.D. from New York Medical
    College, and a masters in business administration from
    Strayer University.Dr. Peter D. Salins

Dr. Salins has served as a member of the Board of Trustees
    since 2002. Having served as Provost and Vice Chancellor for
    Academic Affairs of the State University of New York (SUNY)
    system from 1997 to 2006, he is currently University Professor
    of Political Science at SUNYs Stony Brook University.
    Dr. Salins also serves on the Advisory Board of Syracuse
    University School of Architecture, is a Trustee of the Lavanburg
    Foundation, and is a Director of the Citizens Housing and
    Planning Council of New York. Dr. Salins holds a
    bachelors degree in architecture, and a doctorate in
    metropolitan studies and regional planning, both from Syracuse
    University. 9




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Dr. Sondra F. Stallard

Dr. Stallard was elected to the Board of Trustees in 2007
    shortly after joining Strayer University as University
    President. Prior to joining Strayer, Dr. Stallard had a
    long and distinguished career at the University of Virginia.
    (See Item 10 below for additional biographical information.)Dr. Donald R. Stoddard*

Dr. Stoddard has served as a member of the Board of
    Trustees since 1996 and was President of Strayer University from
    1997 to 2002. His background includes serving in the United
    States Army, university teaching with a specialty in American
    literature, higher education administration, a Fulbright
    Lectureship in Romania, and authoring many articles on literary
    topics. Dr. Stoddard holds a bachelors degree in
    business administration and a masters degree in English,
    both from Northeastern University, as well as a doctorate in
    English from the University of Pennsylvania.Dr. J. Chris Toe*

Dr. Toe has served as a member of the Board of Trustees
    since 2003. He served as President of Strayer University from
    2003 to April 2006 and as Minister of Agriculture of the
    Republic of Liberia from 2006 to 2009. Dr. Toe now serves
    as Chairman of the APEX Group, a consulting, trading and
    investment company based in Liberia. Dr. Toe holds a
    bachelors degree in economics from the University of
    Liberia, and a masters degree in agricultural economics
    and a doctorate in economics, both from Texas Tech University.     *
    
    Non-voting member.       10




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University
    Senior Management
  day-to-day
  Strayer
    Education, Inc. Executive Officers
    Marketing
  business-to-business on-site
  Student
    Profile
     11




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Number of


Percentage ofProgram

students


total studentsBachelors


29,904



55
%Masters


14,154



26
%Associate


6,777



13
%Total Degree


50,835



94
%Diploma


185



*Undergraduate Certificate


176



*Graduate Certificate


307



*Undeclared


2,814



5
%Total Non-Degree


3,482



6
%Total Students


54,317



100
%     *
    
    Represents less than 1%.    Student
    Admissions
      Tuition
    and Fees
    Career
    Development Services
   12




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Employees
    Intellectual
    Property
    Regulation
  Regulatory
    Environment
    Accreditation
   13




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14




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State
    Education Licensure
      Other
    Approvals
    Financing
    Student Education
     15




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Title IV
    Programs
    
    Federal Grants.  Grants under the Federal Pell
    Grant (Pell) program are available to eligible
    students based on financial need and other factors. By virtue of
    Strayer Universitys eligibility to participate in the Pell
    program and its offering of certain academic programs, Strayer
    University students who meet certain criteria may also be
    eligible for grants under the Academic Competitiveness Grant
    (ACG) program and the National Science and Mathematics Access to
    Retain Talent (National SMART) Grant program. ACG is designed
    for students in their first or second academic year of a degree
    program who recently graduated from a high school at which they
    were enrolled in a rigorous curriculum. National SMART Grant is
    designed for students in their third or fourth academic year
    with a cumulative grade point average of 3.0 or greater in
    certain designated bachelors degree or higher programs,
    primarily focused on science and math.
    Campus-Based Programs.  The
    campus-based Title IV programs include the
    Federal Supplemental Educational Opportunity Grant program, the
    Federal Perkins Loan (Perkins) program, and the
    Federal Work-Study Program. Strayer University does not actively
    participate in the Perkins program or the Federal Work-Study
    Program.
    Federal Family Education Loans.  Pursuant to
    the Federal Family Education Loan Program (the FFEL
    Program), which currently includes the Federal Stafford
    Loan (Stafford) program, the Federal Parent Loan for
    Undergraduate Students (PLUS) program (which
    includes the Graduate PLUS loan for eligible graduate and
    professional students), and the Federal Consolidation Loan
    Program, students and their parents can obtain from lending
    institutions subsidized and unsubsidized student loans, which
    are guaranteed by a guaranty agency and ultimately by the
    federal government. Students who demonstrate financial need may
    qualify for a subsidized Stafford loan. With a subsidized
    Stafford loan, the federal government will pay the interest on
    the loan while the student is in school and during any approved
    periods of deferment, until the students obligation to
    repay the loan begins. Unsubsidized Stafford loans are available
    to students who do not qualify for a subsidized Stafford loan
    or, in some cases, in addition to a subsidized Stafford loan.
    PLUS loans, including Graduate PLUS loans, are unsubsidized.
    Federal Direct Student Loans.  Under the
    William D. Ford Federal Direct Loan Program (the Direct
    Loan Program), the Department of Education makes loans
    directly to students rather than guaranteeing loans made by
    lending institutions.  See
    Regulation  Pending Legislative and Regulatory
    Changes
    Return
    of Federal Funds
  return-of-funds
 16




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Other
    Financial Aid Programs
    Financial
    Aid Regulation
     17




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Administrative
    Capability
    Provisional
    Certification
    Third
    Party Servicers
   18




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Financial
    Responsibility
      Student
    Loan Defaults
    Current
    Law
   19




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
    If the Department of Education notifies an institution that its
    most recent cohort default rate is greater than 40%, the
    institutions participation in the FFEL Program and Direct
    Loan Program ends 30 days after notification, unless the
    institution timely appeals that determination on specified
    grounds and according to specified procedures.
    If the Department of Education notifies an institution that its
    three most recent cohort default rates are each 25% or greater,
    the institutions participation in the FFEL Program, Direct
    Loan Program, and Federal Pell Grant Program ends 30 days
    after the notification, unless the institution timely appeals
    that determination on specified grounds and according to
    specified procedures.
    An institution whose participation ends under either of the
    foregoing provisions may not participate in the relevant
    programs for the remainder of the fiscal year in which the
    institution receives the notification, as well as for the next
    two fiscal years.
    If an institutions cohort default rate equals or exceeds
    25% in any of the three most recent federal fiscal years, the
    Department of Education may place the institution on provisional
    certification. Provisional certification does not limit an
    institutions access to Title IV program funds;
    however, an institution with provisional status is subject to
    closer review by the Department of Education and may be subject
    to summary adverse action if it violates Title IV program
    requirements.      Higher
    Education Opportunity Act
        
    If an institutions cohort default rate is equal to or
    greater than 30% for each of the three most recent federal
    fiscal years for which data are available, the institution will
    be ineligible to participate in the FFEL Program, Direct Loan
    Program, and Federal Pell Grant Program. 20




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
    If an institutions cohort default rate is 30% or more in a
    given fiscal year, the institution will be required to assemble
    a default prevention task force and submit to the
    Department of Education a default improvement plan.
    If an institutions cohort default rate exceeds 30% for two
    consecutive years, the institution will be required to review,
    revise and resubmit its default improvement plan. The Department
    of Education may direct that such plan be amended to include
    actions, with measurable objectives, that it determines will
    promote loan repayment.
    If an institutions cohort default rate exceeds 30% for two
    out of three consecutive years, the Department of Education may
    subject the institution to provisional certification. Such an
    institution may file a timely appeal on specified grounds and
    according to specified procedures, and if the Secretary of
    Education determines that the institution demonstrated a basis
    for relief, the Secretary may not subject the institution to
    provisional certification based solely on the institutions
    cohort default rate.        The
    90/10 Rule
     21




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Incentive
    Compensation
    Lender
    Relationships
     22




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Compliance
    Reviews
      Potential
    Effect of Regulatory Violations
       23




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Restrictions
    on Adding Locations and Educational Programs
  
       24




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Change
    in Ownership Resulting in a Change of Control
    month-to-month Form 8-K
     25




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Pending
    Legislative and Regulatory Changes
    Congress
    U.S.
    Department of Education
    Additional
    Information
  Form 10-K Form 10-K, Form 10-Q, Form 8-K
 26




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Form 10-K 1-800-SEC-0330.
  Item 1A.
    Risk
    Factors  Investing in our common stock involves a high degree of risk.
    You should carefully consider the following risk factors and all
    other information contained in this Annual Report on
    Form 10-K
    or in the documents incorporated by reference herein before
    deciding to purchase our common stock. The occurrence of any of
    the following risks could materially harm 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. See Cautionary Notice Regarding
    Forward-Looking Statements.
  Risks
    Related to Extensive Regulation of Our Business
  If we
    fail to comply with the extensive regulatory requirements for
    our business, we could face significant monetary liabilities,
    fines and penalties, including loss of access to federal student
    loans and grants for our students.
            If we
    fail to maintain our institutional accreditation, we would lose
    our ability to participate in Title IV
    programs.
   27




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If we
    fail to maintain any of our state authorizations, we would lose
    our ability to operate in that state and to participate in
    Title IV programs there.
    If we
    fail to obtain recertification by the Department of Education
    when required, we would lose our ability to participate in
    Title IV programs.
  See Regulation  Title IV Programs
  A
    failure to demonstrate administrative capability or
    financial responsibility may result in the loss of
    eligibility to participate in Title IV
    programs.
    Student
    loan defaults could result in the loss of eligibility to
    participate in Title IV programs.
   28




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We are
    subject to sanctions if we fail to calculate and make timely
    payment of refunds of Title IV program funds for students
    who withdraw before completing their educational
    program.
    We are
    dependent on the renewal and maintenance of Title IV
    programs.
    Investigations,
    legislative and regulatory developments and general credit
    market conditions related to the student loan industry may
    result in fewer lenders and loan products and increased
    regulatory burdens and costs.
   29




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##### Table of Contents



Our
    school could lose its eligibility to participate in federal
    student financial aid programs or be provisionally certified
    with respect to such participation if the percentage of our
    revenues derived from those programs were too
    high.
    Our
    failure to comply with the Department of Educations
    incentive compensation rules could result in
    sanctions.
    We
    rely on a third party to administer our participation in
    Title IV programs and its failure to comply with applicable
    regulations could cause us to lose our eligibility to
    participate in Title IV programs.
    Risks
    Related to Our Business
  We may
    not be able to sustain our recent growth rate, and we may not be
    able to manage future growth effectively.
    Our
    future success depends in part upon our ability to recruit and
    retain key personnel.
   30




---



##### Table of Contents



Our
    success depends in part on our ability to update and expand the
    content of existing academic programs and develop new programs
    in a cost-effective manner and on a timely basis.
    Our
    strategy of opening new campuses and adding new services is
    dependent on regulatory approvals and requires significant
    resources.
    Our
    financial performance depends in part on our ability to continue
    to develop awareness of the academic programs we offer among
    working adult students.
    
    the emergence of more successful competitors;
    customer dissatisfaction with our services and programs;
    performance problems with our online systems; and
    our failure to maintain or expand our brand or other factors
    related to our marketing.  We
    face strong competition in the post-secondary education
    market.
   31




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##### Table of Contents



Strayer
    University relies on exclusive proprietary rights and
    intellectual property, and competitors may attempt to duplicate
    Strayer programs and methods.
    Seasonal
    and other fluctuations in our operating results could adversely
    affect the trading price of our common stock.
    Regulatory
    requirements may make it more difficult to acquire
    us.
    Capacity
    constraints or system disruptions to Strayer Universitys
    computer networks could damage the reputation of Strayer
    University and limit our ability to attract and retain
    students.
   32




---



##### Table of Contents



Strayer
    Universitys computer networks may be vulnerable to
    security risks that could disrupt operations and require it to
    expend significant resources.
    The
    personal information that we collect may be vulnerable to
    breach, theft or loss that could adversely affect our reputation
    and operations.
    Strayer
    University, with its online programs, operates in a highly
    competitive market with rapid technological changes and it may
    not compete successfully.
    We may
    not be able to successfully complete or integrate any future
    acquisitions.
   33




---



##### Table of Contents



Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties      Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   34




---



##### Table of Contents



PART II Item 5.  Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    High

Low

Close2009First Quarter

$
237.70


$
143.53


$
179.87Second Quarter

$
222.00


$
156.97


$
218.11Third Quarter

$
223.99


$
195.48


$
217.68Fourth Quarter

$
231.36


$
188.52


$
212.522008First Quarter

$
179.86


$
142.14


$
152.50Second Quarter

$
224.99


$
150.83


$
209.07Third Quarter

$
229.48


$
195.51


$
200.26Fourth Quarter

$
239.99


$
161.78


$
214.41   Peer
    Group Performance Graph
   35




---



##### Table of Contents



Comparison
    of 60 Month Cumulative Total Return*
    Among Strayer Education, Inc.
    The NASDAQ Stock Market (U.S.) Index and a Peer Group
  
  Name

12/31/04


12/31/05


12/31/06


12/31/07


12/31/08


12/31/09Strayer Education, Inc.


100



85



97



155



195



194NASDAQ Stock Market (U.S.)


100



101



111



122



72



104Peer Group


100



92



97



142



151



147     *
    
    The comparison assumes $100 was
    invested on December 31, 2004 in our common stock, the
    NASDAQ Stock Market (U.S.) Index and the peer companies selected
    by us.      Rule 10b-18
 36




---



##### Table of Contents



Total


Averagenumber of


dollar price


Cost of shareshares


paid per


repurchasesrepurchased


share


(millions)2003


32,350


$
99.57


$
3.22004


346,444



106.13



36.82005


410,071



92.59



38.02006


349,066



100.39



35.02007


260,818



146.05



38.12008


603,382



180.86



109.12009


451,613



177.34



80.1Total


2,453,744


$
138.69


$
340.3     Total


Average


Remainingnumber of


dollar price


authorizationshares


paid per


under the planrepurchased(1)


share


(millions)October









$
100.0November


51,200


$
195.38



90.0December










90.0Total


51,200


$
195.38


$
90.0        Item 6.  Selected
    Financial Data    Form 10-K.
  37




---



##### Table of Contents



Year Ended December 31,2005

2006

2007

2008

2009(in thousands, except per share, enrollment and campus
    data)Income Statement Data:Revenues

$
220,507


$
263,648


$
318,012


$
396,275


$
511,961Costs and expenses:Instruction and educational support


76,977



91,120



108,852



130,836



166,604Marketing and admissions


41,090



52,269



60,760



76,162



93,336General and administration


27,576



40,723



50,843



62,426



79,667Income from operations


74,864



79,536



97,557



126,851



172,354Investment and other income


2,982



4,542



6,495



4,527



1,408Income before income taxes


77,846



84,078



104,052



131,378



173,762Provision for income taxes


29,781



31,771



39,115



50,570



68,684Net income

$
48,065


$
52,307


$
64,937


$
80,808


$
105,078Net income per share:Basic

$
3.32


$
3.69


$
4.56


$
5.77


$
7.67Diluted

$
3.26


$
3.61


$
4.47


$
5.67


$
7.60Weighted average shares outstanding:Basic


14,472



14,187



14,248



14,015



13,703Diluted(a)


14,741



14,492



14,517



14,242



13,825Other Data:Depreciation and amortization

$
6,619


$
7,059


$
8,523


$
10,761


$
13,937Stock-based compensation
    expense(b)

$
48


$
8,049


$
10,207


$
11,127


$
10,954Capital expenditures

$
12,275


$
13,183


$
14,869


$
20,657


$
30,431Cash dividends per common share (paid):Regular

$
0.63


$
1.06


$
1.31


$
1.63


$
2.25Special













$
2.00



Average
    enrollment(c)


23,903



27,554



32,087



38,449



47,142Campuses(d)


35



43



51



60



71   At December 31,2005

2006

2007

2008

2009(in thousands)Balance Sheet Data:Cash, cash equivalents and marketable securities

$
119,806


$
128,426


$
171,335


$
107,331


$
116,516Working
    capital(e)


110,886



122,204



131,734



112,679



105,735Total assets


225,845



270,844



343,778



324,563



385,805Long-term liabilities


6,569



7,689



10,922



11,663



11,745Total liabilities


74,005



99,317



155,271



148,482



195,985Total stockholders equity


151,840



171,527



188,507



176,081



189,820     (a)
    
    Diluted weighted average shares
    outstanding include common shares issued and outstanding, and
    the dilutive impact of restricted stock and outstanding stock
    options using the Treasury Stock Method.(b)
    
    In 2006, we adopted the provisions
    of Accounting Standards Codification Topic 718, Stock
    Compensation, and began recording expense for all forms of
    stock-based compensation. Prior to 2006, only stock-based
    compensation expense for restricted stock grants was being
    recorded.(c)
    
    Reflects average student enrollment
    for the four academic terms for each year indicated.(d)
    
    Reflects number of campuses
    offering classes during the fourth quarter of each year
    indicated.(e)
    
    Working capital is calculated by
    subtracting current liabilities from current assets. 38




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##### Table of Contents



Item 7.  Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  You should read the following discussion in conjunction with
    Selected Historical Financial and Other Information,
    our consolidated financial statements and the notes thereto, the
    Cautionary Notice Regarding Forward-Looking
    Statements, Item 1A entitled Risk Factors
    and the other information appearing elsewhere, or incorporated
    by reference, in this Annual Report on
    Form 10-K.
  Background
    and Overview
      Year Ended December 31,2007


2008


2009Average enrollment


32,087



38,449



47,142% Change from prior year


16
%


20
%


23
%Full-time tuition (per course)

$
1,280


$
1,355


$
1,435% Change from prior year


5
%


5
%


5
%Revenues (in thousands)

$
318,012


$
396,275


$
511,961% Change from prior year


21
%


25
%


29
%Income from operations (in thousands)

$
97,557


$
126,851


$
172,354% Change from prior year


23
%


30
%


36
%Net income (in thousands)

$
64,937


$
80,808


$
105,078% Change from prior year


24
%


24
%


30
%Diluted net income per share

$
4.47


$
5.67


$
7.60% Change from prior year


24
%


27
%


34
%      39




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##### Table of Contents



Critical
    Accounting Policies and Estimates
      New
    Campuses
   40




---



##### Table of Contents



100-150
    Second
    Global Online Operations Center
    Results
    of Operations
      Year Ended December 31,2007


2008


2009Revenues


100.0
%


100.0
%


100.0
%Costs and expenses:Instruction and educational support


34.2



33.0



32.5Marketing and admissions


19.1



19.2



18.2General and administration


16.0



15.8



15.6Income from operations


30.7



32.0



33.7Investment and other income


2.0



1.2



0.2Income before income taxes


32.7



33.2



33.9Provision for income taxes


12.3



12.8



13.4Net income


20.4
%


20.4
%


20.5
%Effective tax rate


37.6
%


38.5
%


39.5
%   Year
    Ended December 31, 2009 Compared To Year Ended
    December 31, 2008
  Enrollment.
  Revenues.
 41




---



##### Table of Contents



Instruction and educational support
    expenses.
  Marketing and admissions expenses.
  General and administration expenses.
  Income from operations.
  Investment and other income.
  Provision for income taxes.
  Net income.
  Year
    Ended December 31, 2008 Compared To Year Ended
    December 31, 2007
  Enrollment.
  Revenues.
  Instruction and educational support
    expenses.
 42




---



##### Table of Contents



Marketing and admissions expenses.
  General and administration expenses.
  Income from operations.
  Investment and other income.
  Provision for income taxes.
  Net income.
  Seasonality
    2009
    Enrollment by Term
  Term

EnrollmentWinter


45,697Spring


46,038Summer


42,516Fall


54,317Average


47,142  43




---



##### Table of Contents



Quarterly
    Revenues
    (dollars in thousands)
  2007


2008


2009Three Months Ended

Amount


Percent


Amount


Percent


Amount


PercentMarch 31

$
80,193



25
%

$
97,074



24
%

$
124,478



24
%June 30


78,875



25



97,928



25



125,931



25September 30


69,813



22



86,993



22



114,351



22December 31


89,131



28



114,280



29



147,201



29Total for Year

$
318,012



100
%

$
396,275



100
%

$
511,961



100
%     Liquidity
    and Capital Resources
           44




---



##### Table of Contents



Cash and
    Marketable Securities
    (in millions)
  At December 31,2007


2008


2009Cash and cash equivalents

$
95.0


$
56.3


$
64.0Marketable securities (short-term bond fund)


76.3



51.0



52.5Total

$
171.3


$
107.3


$
116.5   Year Ended December 31,2007


2008


2009Investment and other income

$
6.5


$
4.5


$
1.4     Payments Due By Period (in thousands)Within





More thanTotal

1 Year

1-3 Years

3-5 Years

5 YearsOperating leases

$
218,811


$
27,157


$
58,170


$
50,926


$
82,558   Impact of
    Inflation
    Off-Balance
    Sheet Arrangements
  Regulation S-K.
 Item 7A.  Quantitative
    and Qualitative Disclosures about Market Risk     45




---



##### Table of Contents



Item 8.  Financial
    Statements and Supplementary Data  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageStrayer Education, Inc.Report of Independent Registered Public
    Accounting Firm


47Consolidated Balance Sheets as of
    December 31, 2008 and 2009


48Consolidated Statements of Income for each of the
    three years in the period ended December 31, 2009


49Consolidated Statements of Comprehensive Income
    for each of the three years in the period ended
    December 31, 2009


49Consolidated Statements of Stockholders
    Equity for each of the three years in the period ended
    December 31, 2009


50Consolidated Statements of Cash Flows for each of
    the three years in the period ended December 31, 2009


51Notes to Consolidated Financial Statements


52Schedule II-Valuation
    and Qualifying Accounts


65    46




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm     Internal Control  Integrated Framework
         47




---



##### Table of Contents



STRAYER
    EDUCATION, INC.CONSOLIDATED BALANCE SHEETS(in thousands, except share and per share
    data)
  December 31,2008


2009ASSETSCurrent assets:Cash and cash equivalents

$
56,379


$
63,958Marketable securities available for sale, at fair value


50,952



52,558Tuition receivable, net of allowances for doubtful accounts of
    $4,776 and $6,175 in 2008 and 2009, respectively


131,458



165,142Income taxes receivable


3,534



Other current assets


7,175



8,317Total current assets


249,498



289,975Property and equipment, net


66,304



84,675Deferred income taxes


7,799



9,316Restricted cash


500



500Other assets


462



1,339Total assets

$
324,563


$
385,805LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
17,099


$
21,261Accrued expenses


4,567



7,794Income taxes payable






5,100Unearned tuition


114,872



149,804Other current liabilities


281



281Total current liabilities


136,819



184,240Long-term liabilities


11,663



11,745Total liabilities


148,482



195,985Commitments and contingenciesStockholders equity:Common stock, par value $.01; 20,000,000 shares authorized;
    14,089,189 and 13,957,596 shares issued and outstanding as
    of December 31, 2008 and 2009, respectively


141



140Additional paid-in capital


17,185



1,157Retained earnings


158,834



188,218Accumulated other comprehensive (loss) income


(79
)


305Total stockholders equity


176,081



189,820Total liabilities and stockholders equity

$
324,563


$
385,805    48




---



##### Table of Contents



STRAYER
    EDUCATION, INC.CONSOLIDATED STATEMENTS OF
    INCOME(in thousands, except per share
    data)
  For the Year EndedDecember 31,2007


2008


2009Revenues

$
318,012


$
396,275


$
511,961Costs and expenses:Instruction and educational support


108,852



130,836



166,604Marketing and admissions


60,760



76,162



93,336General and administration


50,843



62,426



79,667Income from operations


97,557



126,851



172,354Investment and other income


6,495



4,527



1,408Income before income taxes


104,052



131,378



173,762Provision for income taxes


39,115



50,570



68,684Net income

$
64,937


$
80,808


$
105,078Net income per share:Basic

$
4.56


$
5.77


$
7.67Diluted

$
4.47


$
5.67


$
7.60Weighted average shares outstanding:Basic


14,248



14,015



13,703Diluted


14,517



14,242



13,825   STRAYER
    EDUCATION, INC.CONSOLIDATED STATEMENTS OF
    COMPREHENSIVE INCOME(in thousands)
  For the Year EndedDecember 31,2007


2008


2009Net income

$
64,937


$
80,808


$
105,078Other comprehensive income:Unrealized gains (losses) on investments, net of taxes


325



(260
)


384Comprehensive income

$
65,262


$
80,548


$
105,462    49




---



##### Table of Contents



STRAYER
    EDUCATION, INC.CONSOLIDATED STATEMENTS OF
    STOCKHOLDERS EQUITY(in thousands, except share data)
  AccumulatedCommon Stock


Additional





OtherPaid-in


Retained


ComprehensiveShares


Par Value


Capital


Earnings


(Loss) Income


TotalBalance, December 31, 2006


14,293,584


$
141


$
87,487


$
84,043


$
(144
)

$
171,527Exercise of stock options


372,250



4



15,174











15,178Tax benefit from exercise of stock options and vesting of
    restricted shares










12,678











12,678Repurchase of common stock


(260,818
)


(3
)


(38,091
)










(38,094
)Restricted stock grants, net of forfeitures


21,618



2



(2
)










Stock-based compensation










9,834











9,834Common stock dividends














(47,878
)






(47,878
)Change in net unrealized gains on marketable securities, net of
    income tax


















325



325Net income














64,937







64,937Balance, December 31, 2007


14,426,634



144



87,080



101,102



181



188,507Exercise of stock options


223,000



2



10,631











10,633Tax benefit from exercise of stock options and vesting of
    restricted shares










18,033











18,033Repurchase of common stock


(603,382
)


(6
)


(109,119
)










(109,125
)Restricted stock grants, net of forfeitures


42,937



1



(1
)










Stock-based compensation










10,561











10,561Common stock dividends














(23,076
)






(23,076
)Change in net unrealized losses on marketable securities, net of
    income tax


















(260
)


(260
)Net income














80,808







80,808Balance, December 31, 2008


14,089,189



141



17,185



158,834



(79
)


176,081Exercise of stock options


60,417



1



6,026











6,027Tax benefit from exercise of stock options and vesting of
    restricted shares










3,011











3,011Repurchase of common stock


(451,613
)


(5
)


(36,016
)


(44,067
)






(80,088
)Restricted stock grants, net of forfeitures


259,603



3



(3
)










Stock-based compensation










10,954











10,954Common stock dividends














(31,627
)






(31,627
)Change in net unrealized losses on marketable securities, net of
    income tax


















384



384Net income














105,078







105,078Balance, December 31, 2009


13,957,596


$
140


$
1,157


$
188,218


$
305


$
189,820    50




---



##### Table of Contents



STRAYER
    EDUCATION, INC.CONSOLIDATED STATEMENTS OF CASH
    FLOWS(in thousands)
  For the Year Ended December 31,2007


2008


2009Cash flows from operating activities:Net income

$
64,937


$
80,808


$
105,078Adjustments to reconcile net income to net cash provided by
    operating activities:Loss on disposal of assets


51







248Amortization of gain on sale of assets


(148
)


(281
)


(281
)Amortization of deferred rent


(115
)


(525
)


(108
)Gain on sale of marketable securities






(785
)


Depreciation and amortization


8,523



10,761



13,937Deferred income taxes


(5,700
)


226



(2,564
)Stock-based compensation


9,834



10,561



10,954Changes in assets and liabilities:Tuition receivable, net


(19,898
)


(30,807
)


(33,684
)Other current assets


617



(2,217
)


(232
)Other assets


(55
)


(43
)


(896
)Accounts payable


2,911



2,955



2,056Accrued expenses


1,473



1,264



3,227Income taxes payable


12,453



9,745



11,645Excess tax benefits from stock-based payment arrangements


(12,678
)


(18,033
)


(3,011
)Unearned tuition


17,580



23,396



34,932Deferred lease incentives


968



1,547



471Net cash provided by operating activities


80,753



88,572



141,772Cash flows from investing activities:Purchases of property and equipment


(14,869
)


(20,657
)


(30,431
)Proceeds from the sale of property and equipment


5,754







Purchases of marketable securities






(50,969
)


(1,085
)Proceeds from the sale of marketable securities






76,785



Net cash (used in) provided by investing activities


(9,115
)


5,159



(31,516
)Cash flows from financing activities:Regular common dividends paid


(19,027
)


(23,076
)


(31,627
)Special common dividends paid






(28,853
)


Proceeds from exercise of stock options


15,178



10,633



6,027Excess tax benefits from stock-based payment arrangements


12,678



18,033



3,011Repurchase of common stock


(38,094
)


(109,125
)


(80,088
)Net cash used in financing activities


(29,265
)


(132,388
)


(102,677
)Net increase (decrease) in cash and cash equivalents


42,373



(38,657
)


7,579Cash and cash equivalents  beginning of year


52,663



95,036



56,379Cash and cash equivalents  end of year

$
95,036


$
56,379


$
63,958Non-cash transactions:Purchases of property and equipment included in accounts payable

$
2,349


$
811


$
2,917    51




---



##### Table of Contents



STRAYER
    EDUCATION, INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  1.
    Nature of
    Operations    2.
    Significant
    Accounting Policies  The FASB Accounting Standards
    Codification and the Hierarchy of Generally Accepted Accounting
    Principles
  Principles
    of Consolidation
    Cash and
    Cash Equivalents
    Marketable
    Securities
  available-for-sale
 52




---



##### Table of Contents



STRAYER
    EDUCATION, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
  820-10 820-10) 820-10,
      Revenues
    Concentration
    of Credit Risk
      Property
    and Equipment
    350-40.
 53




---



##### Table of Contents



STRAYER
    EDUCATION, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
      Income
    Taxes
    2006-2009
  Advertising
    Costs
    Long-Term
    Liabilities
  840-20, 840-20,
  Stock-Based
    Compensation
   54




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##### Table of Contents



STRAYER
    EDUCATION, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
    Net
    Income Per Share
      2007


2008


2009Weighted average shares outstanding used to compute basic
    earnings per share


14,248



14,015



13,703Incremental shares issuable upon the assumed exercise of stock
    options


168



63



49Unvested restricted stock


101



164



73Shares used to compute diluted earnings per share


14,517



14,242



13,825   Use of
    Estimates
    Comprehensive
    Income
    Recent
    Accounting Pronouncements
   55




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##### Table of Contents



STRAYER
    EDUCATION, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
    260-45-61A 260-45-61A 260-45-61A,
    The FASB Accounting Standards
    Codification and the Hierarchy of Generally Accepted Accounting
    Principles  a replacement of FASB Statement
    No. 162
  3.
    Investments 
    Marketable Securities    2008


2009Cost

$
50,969


$
52,253Gross unrealized gain (loss)


(79
)


305Fair value

$
50,890


$
52,558    56




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##### Table of Contents



STRAYER
    EDUCATION, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
   4.
    Property
    and Equipment    Estimated useful life2008


2009


(years)Land

$
5,726


$
5,726


Buildings and improvements


18,610



19,002


5-40Furniture and equipment


62,078



79,713


5-7Leasehold improvements


25,689



30,198


3-10Construction in progress


991



8,665


113,094



143,304Accumulated depreciation and amortization


(46,790
)


(58,629
)$
66,304


$
84,675     5.
    Restricted
    Cash    6.
    Stock
    Options and Restricted Stock     57




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##### Table of Contents



STRAYER
    EDUCATION, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
      Stock
    Options
      Weighted-average


Aggregateremaining


intrinsicNumber of


Weighted-average


contractual


value(1)shares


exercise price


life (yrs.)


(in thousands)Balance, December 31, 2006


762,334


$
56.42



2.6


$
37,338Grants






Exercises


(372,250
)


40.77Forfeitures/Exchanges






Balance, December 31, 2007


390,084


$
71.35



2.6


$
38,710Grants






Exercises


(223,000
)

$
47.68Forfeitures






Balance, December 31, 2008


167,084


$
102.98



3.8


$
18,618Grants






Exercises


(60,417
)


99.75Forfeitures






Balance, December 31, 2009


106,667


$
104.81



2.0


$
11,489Vested, December 31, 2009


106,667


$
104.81



2.0


$
11,489Exercisable, December 31, 2009


106,667


$
104.81



2.0


$
11,489     (1)
    
    The aggregate intrinsic value in
    the table above represents the total pre-tax intrinsic value
    (the difference between the Companys closing stock price
    on December 31 of each year and the exercise price, multiplied
    by the number of
    in-the-money
    options) that would have been received by the option holders had
    all option holders exercised their options on December 31 of
    that year. The amount of aggregate intrinsic value will change
    based on the fair market value of the Companys stock. 58




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##### Table of Contents



STRAYER
    EDUCATION, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
     Number of

Weighted-averageshares

exercise priceExercisable, December 31, 2007


229,667


$
45.71Exercisable, December 31, 2008


16,667


$
64.22Exercisable, December 31, 2009


106,667


$
104.81     For the year endedDecember 31,2007

2008

2009Proceeds from stock options exercised

$
15,178


$
10,633


$
6,027Excess tax benefits related to share-based payment arrangements

$
12,678


$
18,033


$
3,011Intrinsic value of stock options
    exercised(1)

$
32,588


$
28,581


$
6,032     (1)
    
    Intrinsic value of stock options
    exercised is estimated by taking the difference between the
    Companys closing stock price on the date of exercise and
    the exercise price, multiplied by the number of options
    exercised for each option holder and then aggregated.    Options Outstanding

Options ExercisableWeighted-average





Weighted-Number

remaining

Weighted-

Number

averageoutstanding

contractual

average

exercisable

exerciseExercise prices

at 12/31/09

life (yrs.)

exercise price

at 12/31/09

price$67.84


6,667



0.4


$
67.84



6,667


$
67.84$107.28


100,000



2.1


$
107.28



100,000


$
107.28106,667



2.0


$
104.81



106,667


$
104.81  59




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##### Table of Contents



STRAYER
    EDUCATION, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
  Restricted
    Stock
    Number of


Weighted-averageshares


grant priceBalance, December 31, 2006


205,567


$
102.37Grants


24,878



117.09Vested shares


(1,543
)


103.60Forfeitures


(3,260
)


103.39Balance, December 31, 2007


225,642


$
103.97Grants


45,153



163.13Vested shares


(146,484
)


101.79Forfeitures


(2,216
)


115.73Balance, December 31, 2008


122,095


$
124.06Grants


259,924



216.67Vested shares


(28,970
)


90.78Forfeitures


(309
)


162.10Balance, December 31, 2009


352,740


$
194.39   Valuation
    and Expense Information Under Stock Compensation Topic ASC
    718
      2007


2008


2009Instruction and educational support

$
680


$
1,218


$
1,774Marketing and admissions


634



867



127General and administration


8,893



9,042



9,053Stock-based compensation expense included in operating expense


10,207



11,127



10,954Tax benefit


3,879



4,227



4,329Stock-based compensation expense, net of tax

$
6,328


$
6,900


$
6,625   7.
    Long-Term
    Liabilities  Lease
    Incentives
  840-20,
 60




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##### Table of Contents



STRAYER
    EDUCATION, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
  Deferred
    Rent
  840-20,
  Sale of
    Campus Building and Deferred Gain
  10-year 10-year
  8.
    Other
    Employee Benefit Plans      Average priceShares purchased

per share2007


3,830


$
136.332008


3,208


$
175.862009


4,084


$
180.34   9.
    Stock
    Repurchase Plan  Rule 10b-18
 61




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##### Table of Contents



STRAYER
    EDUCATION, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
    Amount available forNumber of shares


Average price paid


future repurchasesrepurchased


per share


(in millions)2007


260,818


$
146.05


$
81.92008


603,382


$
180.86


$
70.12009


451,613


$
177.34


$
90.01,315,813


$
172.75     10.
    Commitments
    and Contingencies        Minimumrentalcommitments2010

$
27,1572011


30,0702012


28,1002013


26,5632014


24,363Thereafter


82,558Total

$
218,811     11.
    Special
    Dividend   62




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##### Table of Contents



STRAYER
    EDUCATION, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
   12.
    Income
    Taxes    2007


2008


2009Current:Federal

$
36,500


$
41,670


$
57,690State


8,159



8,744



13,256Total current


44,659



50,414



70,946Deferred:Federal


(4,935
)


89



(1,697
)State


(609
)


67



(565
)Total deferred


(5,544
)


156



(2,262
)Total provision for income taxes

$
39,115


$
50,570


$
68,684     2008


2009Tuition receivable and student loans

$
1,884


$
2,436Accrued vacation payable


369



522Deferred gain on sale of property


111



111Unrealized gains on marketable securities


(7
)


198Current net deferred tax asset


2,357



3,267Student loans


1



1Property and equipment


(129
)


(1,576
)Deferred leasing costs


2,016



2,420Stock-based compensation


5,083



7,754Deferred gain on sale of property


828



717Long-term net deferred tax asset


7,799



9,316Net deferred tax asset

$
10,156


$
12,583     2007


2008


2009Statutory federal rate


35.0
%


35.0
%


35.0
%State income taxes, net of federal benefits


5.1



4.3



4.8Non-taxable interest income


(2.1
)


(0.9
)


(0.3
)Other


(0.4
)


0.2



Effective tax rate


37.6
%


38.6
%


39.5
%    63




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##### Table of Contents



STRAYER
    EDUCATION, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
   13.
    Summarized
    Quarterly Financial Data (Unaudited)    Quarter2008

First

Second

Third

FourthRevenues

$
97,074


$
97,928


$
86,993


$
114,280Income from operations


35,559



33,607



18,251



39,435Net income


23,522



21,323



11,762



24,202Net income per share:Basic

$
1.67


$
1.52


$
0.84


$
1.73Diluted

$
1.64


$
1.50


$
0.83


$
1.71   Quarter2009

First

Second

Third

FourthRevenues

$
124,478


$
125,931


$
114,351


$
147,201Income from operations


47,611



45,079



27,260



52,404Net income


29,053



27,500



16,666



31,859Net income per share:Basic

$
2.09


$
2.01


$
1.22


$
2.34Diluted

$
2.07


$
2.00


$
1.21


$
2.32  64




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##### Table of Contents



STRAYER
    EDUCATION, INC.
    Schedule II  Valuation and Qualifying
    Accounts
    (in thousands)  Bad debtBalance


Additions





Balance


expense asbeginning


charged to





end of


a % ofDescription

of period


expense


Deductions


period


revenueDeduction from asset account:Allowance for doubtful accounts:Year ended December 31, 2009

$
4,776


$
20,808


$
(19,409
)

$
6,175



4.1
%Year ended December 31, 2008

$
3,206


$
12,707


$
(11,137
)

$
4,776



3.2
%Year ended December 31, 2007

$
3,029


$
10,547


$
(10,370
)

$
3,206



3.3
%  Item 9.  Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure   Item 9A.  Controls
    and Procedures    Managements
    Report on Internal Control Over Financial Reporting
  Rule 13a-15(f).
   65




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##### Table of Contents



Internal Control  Integrated
    Framework Internal
    Control  Integrated Framework
    Changes
    in Internal Controls over Financial Reporting
   Item 9B.  Other
    Information   66




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##### Table of Contents



PART III Item 10.  Directors,
    Executive Officers and Corporate Governance    Name

Age

PositionDirectors:Robert S. Silberman


52


Chairman of the Board and Chief Executive OfficerDavid A. Coulter


62


Presiding Independent DirectorDr. Charlotte F. Beason


62


DirectorWilliam E. Brock


79


DirectorRobert R. Grusky


52


DirectorRobert L. Johnson


63


DirectorTodd A. Milano


57


DirectorG. Thomas Waite, III


58


DirectorJ. David Wargo


56


DirectorExecutive Officers:Karl McDonnell


43


President and Chief Operating OfficerMark C. Brown


50


Executive Vice President and Chief Financial OfficerLysa A. Hlavinka


42


Executive Vice President and Chief Administrative OfficerDr. Sondra F. Stallard


60


University PresidentKelly J. Bozarth


41


Senior Vice President and ControllerGregory Ferenbach


50


Senior Vice President, Public PolicySonya G. Udler


42


Senior Vice President  Corporate CommunicationsCatherine R. Guttman-McCabe


41


Vice President and Deputy General Counsel   Directors
  Mr. Robert S. Silberman
  Mr. David A. Coulter
 67




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##### Table of Contents



Dr. Charlotte F. Beason
  Mr. William E. Brock
  Mr. Robert R. Grusky
  Mr. Robert L. Johnson African-American African-American
 68




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##### Table of Contents



Mr. Todd A. Milano
  Mr. G. Thomas Waite, III
  Mr. J. David Wargo
  Executive
    Officers
  Mr. Karl McDonnell
  Mr. Mark C. Brown
  Ms. Lysa A. Hlavinka
 69




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##### Table of Contents



Dr. Sondra F. Stallard 32-year
  Ms. Kelly J. Bozarth
  Mr. Gregory Ferenbach
  Ms. Sonya G. Udler
  Ms. Catherine R. Guttman-McCabe
   Item 11.  Executive
    Compensation   70




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##### Table of Contents



Item 12.  Security
    Ownership of Certain Beneficial Owners and Management   Item 13.  Certain
    Relationships and Related Transactions   Item 14.  Principal
    Accounting Fees and Services   71




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##### Table of Contents



PART IV Item 15.  Exhibits
    and Financial Statement Schedules  (A)(1)
    Financial Statements
  Form 10-K.
  (A)(2)
    Financial Statement Schedule
  Form 10-K.
  (A)(3)
    Exhibits
  ExhibitNumber

Description3
.01

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
    filed with the Commission on March 28, 2002) (File
    No. 000-21039).3
.02

Amended and Restated Bylaws of the Company (incorporated by
    reference to Exhibit 3.02 at the Company Annual Report on
    form 10-K
    filed with the Commission on February 14, 2008).3
.03

Amendment to Bylaws of the Company dated February 10, 2009
    (incorporated by reference to Exhibit 3.03 of the
    Companys Annual Report on
    Form 10-K
    filed with the Commission on February 17, 2009).4
.01

Specimen Stock Certificate (incorporated by reference to
    Exhibit 4.01 of Amendment No. 3 to the Companys
    Registration Statement on
    Form S-1
    (File
    No. 333-3967)
    filed with the Commission on July 16, 1996).10
.03

Employment Agreement, dated as of April 6, 2001, between
    Strayer Education, Inc. and Robert S. Silberman (incorporated by
    reference to Exhibit 10.03 of the Companys Annual
    Report on
    Form 10-K
    filed with the Commission on March 28, 2002)
    (File No. 000-21039).10
.04

1996 Amended Stock Option Plan (incorporated by reference to
    Exhibit B of the Companys Proxy Statement filed with
    the Commission on April 27, 2001 and
    Exhibits B & C to the Companys Proxy
    Statement filed with the Commission on April 3, 2006).21
.01

Subsidiaries of Registrant (incorporated by reference to
    Exhibit 21.01 of the Companys Annual Report on
    Form 10-K
    filed with the Commission on March 28, 2002)
    (File No. 000-21039).23
.1*

Consent of PricewaterhouseCoopers LLP.24
.1*

Power of Attorney (included in signature page hereto).31
.1*

Certification of Chief Executive Officer pursuant to
    Rule 13a-14(a)
    of the Securities Act.31
.2*

Certification of Chief Financial Officer pursuant to
    Rule 13a-14(a)
    of the Securities Act.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.     *
    
    Filed herewith. 72




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##### Table of Contents



SIGNATURES      By:
    /s/  Robert
    S. Silberman        POWER OF
    ATTORNEY
       SIGNATURES

TITLE

DATE/s/  Robert
    S. Silberman(Robert
    S. Silberman)

Chairman of the Board and Chief Executive Officer (Principal
    Executive Officer)

February 26, 2010/s/  Mark
    C. Brown(Mark
    C. Brown)

Chief Financial Officer (Principal Financial and Accounting
    Officer)

February 26, 2010/s/  Charlotte
    F. Beason(Charlotte
    F. Beason)

Director

February 26, 2010/s/  William
    E. Brock(William
    E. Brock)

Director

February 26, 2010/s/  David
    A. Coulter(David
    A. Coulter)

Director

February 26, 2010/s/  Robert
    R. Grusky(Robert
    R. Grusky)

Director

February 26, 2010 73




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##### Table of Contents



SIGNATURES

TITLE

DATE/s/  Robert
    L. Johnson(Robert
    L. Johnson)

Director

February 26, 2010/s/  Todd
    A. Milano(Todd
    A. Milano)

Director

February 26, 2010/s/  G.
    Thomas Waite, III(G.
    Thomas Waite, III)

Director

February 26, 2010/s/  J.
    David Wargo(J.
    David Wargo)

Director

February 26, 2010  74