##### 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

THE NASDAQ STOCK MARKET
    LLC(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-K Form 10-K Form 10-K. x
  Rule 12b-2
  x Large accelerated filer

o Accelerated filer

o Non-accelerated filer

o Smaller reporting company(Do not check if a 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


24Item 1B

Unresolved Staff Comments


30Item 2

Properties


30Item 3

Legal Proceedings


30Item 4

Submission of Matters to a Vote of Security
    Holders


30PART IIItem 5

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


31Item 6

Selected Financial Data


34Item 7

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


36Item 7A

Quantitative and Qualitative Disclosures about
    Market Risk


42Item 8

Financial Statements and Supplementary Data


43Item 9

Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


63Item 9A

Controls and Procedures


63Item 9B

Other Information


64PART IIIItem 10

Directors, Executive Officers and Corporate
    Governance


65Item 11

Executive Compensation


69Item 12

Security Ownership of Certain Beneficial Owners
    and Management


69Item 13

Certain Relationships and Related Transactions


69Item 14

Principal Accounting Fees and Services


70PART IVItem 15

Exhibits and Financial Statement Schedules


71SIGNATURES


72CERTIFICATIONSEX-3.03: AMENDMENT TO BYLAWSEX-23.1: CONSENT OF PRICEWATERHOUSECOOPERS LLPEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION




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##### Table of Contents



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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##### Table of Contents



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




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##### Table of Contents




    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
  117-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 91 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 college degrees in order to advance their
    career 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 92% of our students were enrolled in degree
    programs for the 2008 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 convenience, accessibility and flexibility of our
    educational programs. Approximately 72% of 3




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##### Table of Contents



our students enrolled for the 2008 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
    117-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, all of 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 37 mature campuses (those in
    operation for more than three years) out of a total number of 65
    campuses (including two new campuses opened for the 2009 winter
    term in Augusta, Georgia and Huntsville, Alabama and three new
    campuses opened for the 2009 spring term in Allentown,
    Pennsylvania; Charleston, West Virginia; and Salt Lake City,
    Utah). Our goal is to maintain stable campus enrollments in our
    mature markets, while increasing revenues by continuing
    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 to 65 campuses while expanding into 14 states and
    Washington, D.C. The Company has opened 51 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)Raleigh-Durham, NC (Cary Campus) 4




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##### Table of Contents



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 (to date)

Augusta, GAHuntsville, ALAllentown, PACharleston, WVSalt Lake City, UT    5




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
    Expand Online.  We actively market our
    online programs to students throughout the U.S. and to
    international students 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 32,000 students taking at least one online course for
    the 2008 fall term. We intend to make additional investments in
    our online programs to support the continued growth in this
    area, including opening a second Global Online Operations Center
    in Salt Lake City, Utah planned for 2009.
    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, FedEx Inc., Northrop
    Grumman, SAIC, Sodexo USA, UPS, FBI, United States Postal
    Service, Verizon, Verizon Wireless and Wachovia. 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 2008, we repurchased approximately 600,000 shares
    of our common stock and increased our annual dividend from $1.50
    to $2.00 per share, effective December 2008. We periodically
    evaluate opportunities to acquire other providers of
    post-secondary education. Currently, we have no commitments with
    regard to potential acquisitions.  Strayer
    University
  Curriculum
   6




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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 (begins Spring 2009)
      Bachelor of Business Administration   (B.B.A.) Degree      Master of Science
    (M.S.) Degree
    Information Systems
    Accounting

      Associate in Arts
    (A.A.) Degree
    Accounting
    Acquisition and Contract Management
    Business Administration
    Information Systems
    Economics
    General Studies Marketing Criminal Justice (begins Spring 2009)      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     *
    
    In 2008, Strayer University
    redesigned its Master of Business Administration program. In
    doing so, Strayer University expanded its offerings with new
    concentrations including International Business, Project
    Management, Professional Studies (Custom Concentration),
    Accounting, IS Management, Health Services Administration and
    Public Administration.        Online
    Programs
   7




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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.)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 an MBA,
    both from Harvard University. Mr. Abbasi also holds a
    masters degree in political science from Stanford
    University. 8




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Mr. Dennis H. Blumer

Mr. Blumer was elected to the Board of Trustees in 2007.  He is
    of counsel in the Washington, D.C. office of the law firm
    of Arent Fox LLP.  He is also Vice President Emeritus at The
    George Washington University, where he served from 1995 until
    his retirement in 2007.  He has more than 40 years of
    experience in higher education including previously serving as
    Executive Assistant to the President of the University of
    Maryland, College Park and in a similar capacity at the
    University of Wisconsin.  Mr. Blumer holds a bachelors
    degree in history and a juris doctorate degree from Yale
    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 affiliated with Potomac
    Hospital in Woodbridge, Virginia.  He also currently 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.  He holds a bachelors
    degree in biochemistry from Binghamton University, an M.D. from
    New York Medical College, and an MBA 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.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.) 9




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Dr. Donald R. Stoddard*

Dr. Stoddard has served as a member of the Board of
    Trustees since 1996. He served as 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. He also holds 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.  Dr. Toe now serves as the Minister of
    Agriculture for the Republic of 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.        University
    Senior Management
  Dr. Sondra F. Stallard
  Dr. Joel O. Nwagbaraocha
  Randi Reich Cosentino
   10




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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


24,273



54
%Masters


12,169



27
%Associate


4,726



11
%Total Degree


41,168



92
%Diploma


212



*Undergraduate Certificate


161



*Graduate Certificate


307



*Undeclared


2,716



6
%Total Non-Degree


3,396



8
%Total Students


44,564



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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State
    Education Licensure
   14




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Other
    Approvals
    Financing
    Student Education
      Title IV
    Programs
    
    Federal Pell Grants.  Grants under the Federal
    Pell Grant (Pell) program are available to eligible
    students based on financial need and other factors.
    Campus-Based Programs.  The
    campus-based Title IV programs include the
    Federal Supplemental Educational Opportunity Grant program and
    the Federal Perkins Loan (Perkins) 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, and the
    Federal Consolidation Loan Program, students and their parents
    can obtain from lending 15




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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.  
    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.  Return
    of Federal Funds
  return-of-funds
  Other
    Financial Aid Programs
    Financial
    Aid Regulation
   16




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Administrative
    Capability
    Provisional
    Certification
   17




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Third
    Party Servicers
    Financial
    Responsibility
      Student
    Loan Defaults
   18




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19




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The
    90/10 Rule
    Incentive
    Compensation
    Compliance
    Reviews
     20




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Potential
    Effect of Regulatory Violations
        Restrictions
    on Adding Locations and Educational Programs
  
   21




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Change
    in Ownership Resulting in a Change of Control
   22




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month-to-month Form 8-K
        Additional
    Information
  Form 10-K Form 10-K, Form 10-Q, Form 8-K
 23




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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.
           24




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If we
    fail to maintain our institutional accreditation, we would lose
    our ability to participate in Title IV
    programs.
    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.
    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.
   25




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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.
    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.
   26




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Our
    failure to comply with the Department of Educations
    incentive compensation rules could result in
    sanctions.
    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.
    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.
   27




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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.
    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.
   28




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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.
    Strayer
    Universitys computer networks may be vulnerable to
    security risks that could disrupt operations and require it to
    expend significant resources.
    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.
   29




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Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties      Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   30




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


Low


Close2008First 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


$
214.412007First Quarter

$
126.19


$
104.62


$
125.00Second Quarter

$
133.64


$
119.19


$
131.71Third Quarter

$
175.90


$
131.65


$
168.63Fourth Quarter

$
195.91


$
167.00


$
170.58   Peer
    Group Performance Graph
   31




---



##### 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

12/31/03

12/31/04

12/31/05

12/31/06

12/31/07

12/31/08Strayer Education, Inc.


100



101



86



97



157



197NASDAQ Stock Market (U.S.)


100



109



110



121



132



79Peer Group


100



104



85



69



107



113     *
    
    The comparison assumes $100 was
    invested on December 31, 2003 in the Companys common
    stock, the NASDAQ Stock Market (U.S.) Index and the peer
    companies selected by the Company.      Rule 10b-18
 32




---



##### 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



109.1Total


2,002,131


$
129.97


$
260.2     Total


Average


Remainingnumber of


dollar price


authorizationshares


paid per


under the planrepurchased1


share


(millions)October






November


138,100


$
216.21December






Total


138,100


$
216.21


$
70.1        33




---



##### Table of Contents



Equity
    Compensation Plan Information
    as of December 31, 2008
  Number ofsecurities remainingavailable for futureWeighted average


issuance underNumber of securities to


exercise


equity compensationbe issued upon exercise


price of outstanding


plans (excludingof outstanding options,


options, warrants


securities reflectedPlan Category

warrants and rights


and rights


in column (a))(a)


(b)


(c)1.


Equity compensation plans previously approved by security holdersA.     1996 Stock Option Plan as
    amended at the May 2001, the May 2005, and the May 2006 annual
    shareholders meetings


167,084


$
102.98



420,5332.


Equity compensation plans not 
      previously approved by security holders










Total


167,084


$
102.98



420,533   Item 6.
    Selected
    Financial Data    Form 10-K.
  34




---



##### Table of Contents



Year Ended December 31,2004


2005


2006


2007


2008(in thousands, except per share, enrollment and campus
    data)Income Statement Data:Revenues

$
183,194


$
220,507


$
263,648


$
318,012


$
396,275Costs and expenses:Instruction and educational support


63,860



76,977



91,120



108,852



130,836Selling and promotion


29,435



41,090



52,269



60,760



76,162General and administration


24,416



27,576



40,723



50,843



62,426Income from operations


65,483



74,864



79,536



97,557



126,851Investment and other income


1,595



2,982



4,542



6,495



4,527Income before income taxes


67,078



77,846



84,078



104,052



131,378Provision for income taxes


25,838



29,781



31,771



39,115



50,570Net income


41,240



48,065



52,307



64,937



80,808Preferred stock dividends and
    accretion(a)


1,389















Net income available to common stockholders

$
39,851


$
48,065


$
52,307


$
64,937


$
80,808Net income per share:Basic

$
2.91


$
3.32


$
3.69


$
4.56


$
5.77Diluted

$
2.74


$
3.26


$
3.61


$
4.47


$
5.67Weighted average shares outstanding:Basic


13,674



14,472



14,187



14,248



14,015Diluted(b)


15,057



14,741



14,492



14,517



14,242Other Data:Depreciation and amortization

$
5,375


$
6,619


$
7,059


$
8,523


$
10,761Stock-based compensation
    expense(c)





$
48


$
8,049


$
10,207


$
11,127Capital expenditures

$
11,063


$
12,275


$
13,183


$
14,869


$
20,657Cash dividends per common share (paid):Regular

$
0.41


$
0.63


$
1.06


$
1.31


$
1.63Special

















$
2.00Average
    enrollment(d)


20,340



23,903



27,554



32,087



38,449Campuses(e)


30



35



43



51



60   At December 31,2004


2005


2006


2007


2008(in thousands)Balance Sheet Data:Cash, cash equivalents and marketable securities

$
122,757


$
119,806


$
128,426


$
171,335


$
107,331Working
    capital(f)


112,726



110,886



122,204



131,734



112,679Total assets


210,114



225,845



270,844



343,778



324,563Long-term liabilities


5,784



6,569



7,689



10,922



11,663Total liabilities


61,192



74,005



99,317



155,271



148,482Total stockholders equity


148,922



151,840



171,527



188,507



176,081     (a)
    
    In 2001, the Company issued
    Series A Convertible Redeemable Preferred Stock in
    conjunction with the Companys recapitalization. As of July
    2004, all outstanding and accrued shares of the Series A
    Convertible Redeemable Preferred Stock had been converted into
    shares of common stock. 35




---



##### Table of Contents



(b)
    
    Diluted weighted average shares
    outstanding include common shares issued and outstanding, the
    assumed conversion of Series A Preferred Stock issued in
    May 2001, accrued
    payment-in-kind
    dividends on and assumed conversion of the Series A
    Preferred Stock, and the dilutive impact of restricted stock and
    outstanding stock options using the Treasury Stock Method.(c)
    
    In 2006, the Company adopted
    SFAS 123(R), Share-based Payment, 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.(d)
    
    Reflects average student enrollment
    for the four academic terms for each year indicated.(e)
    
    Reflects number of campuses
    offering classes during the fourth quarter of each year
    indicated.(f)
    
    Working capital is calculated by
    subtracting current liabilities from current assets.  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 31,2006


2007


2008Average enrollment


27,554



32,087



38,449% Change from prior year


15
%


16
%


20
%Full-time tuition (per course)

$
1,215


$
1,280


$
1,355% Change from prior year


5
%


5
%


6
%Revenues (in thousands)

$
263,648


$
318,012


$
396,275% Change from prior year


20
%


21
%


25
%Income from operations (in thousands)

$
79,536


$
97,557


$
126,851% Change from prior year


6
%


23
%


30
%Net income (in thousands)

$
52,307


$
64,937


$
80,808% Change from prior year


9
%


24
%


24
%Diluted net income per share

$
3.61


$
4.47


$
5.67% Change from prior year


11
%


24
%


27
%    36




---



##### Table of Contents



Critical
    Accounting Policies and Estimates
     37




---



##### Table of Contents



New
    Campuses
  100-150
    Second
    Global Online Operations Center
    Results
    of Operations
   38




---



##### Table of Contents



Year Ended December 31,2006


2007


2008Revenues


100.0
%


100.0
%


100.0
%Costs and expenses:Instruction and educational support


34.6



34.2



33.0Selling and promotion


19.8



19.1



19.2General and administration


15.4



16.0



15.8Income from operations


30.2



30.7



32.0Investment and other income


1.7



2.0



1.2Income before income taxes


31.9



32.7



33.2Provision for income taxes


12.1



12.3



12.8Net income


19.8
%


20.4
%


20.4
%Effective tax rate


37.8
%


37.6
%


38.5
%   Year
    Ended December 31, 2008 Compared To Year Ended
    December 31, 2007
  Enrollment.
  Revenues.
  Instruction and educational support
    expenses.
  Selling and promotion expenses.
  General and administration expenses.
  Income from operations.
  Investment and other income.
 39




---



##### Table of Contents



Provision for income taxes.
  Net income.
  Year
    Ended December 31, 2007 Compared To Year Ended
    December 31, 2006
  Enrollment.
  Revenues.
  Instruction and educational support
    expenses.
  Selling and promotion expenses.
  General and administration expenses.
  Income from operations.
  Investment and other income.
  Provision for income taxes.
  Net income.
 40




---



##### Table of Contents



Seasonality
    2008
    Enrollment by Term
  Term

EnrollmentWinter


37,323Spring


37,733Summer


34,176Fall


44,564Average


38,449     Quarterly
    Revenues
    (dollars in thousands)
  2006


2007


2008Three Months Ended

Amount


Percent


Amount


Percent


Amount


PercentMarch 31

$
67,090



25
%

$
80,193



25
%

$
97,074



24
%June 30


65,558



25



78,875



25



97,928



25September 30


56,693



22



69,813



22



86,993



22December 31


74,307



28



89,131



28



114,280



29Total for Year

$
263,648



100
%

$
318,012



100
%

$
396,275



100
%     Liquidity
    and Capital Resources
    7 - 8%
   41




---



##### Table of Contents



Cash and
    Marketable Securities
    (in millions)
  At December 31,2006


2007


2008Cash and cash equivalents

$
52.7


$
95.0


$
56.3Marketable securities (short-term bond fund)


75.7



76.3



51.0Total

$
128.4


$
171.3


$
107.3   Year Ended December 31,2006


2007


2008Investment and other income

$
4.5


$
6.5


$
4.5     Payments Due By Period (in thousands)Within








More thanTotal


1 Year


1-3 Years


3-5 Years


5 YearsOperating leases

$
190,889


$
21,290


$
47,292


$
42,668


$
79,639   Impact of
    Inflation
    Off-Balance
    Sheet Arrangements
  Regulation S-K.
  Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk     42




---



##### 



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


44Consolidated Balance Sheets as of
    December 31, 2007 and 2008


45Consolidated Statements of Income for each of the
    three years in the period ended December 31, 2008


46Consolidated Statements of Comprehensive Income
    for each of the three years in the period ended December 31,
    2008


46Consolidated Statements of Stockholders
    Equity for each of the three years in the period ended
    December 31, 2008


47Consolidated Statements of Cash Flows for each of
    the three years in the period ended December 31, 2008


48Notes to Consolidated Financial Statements


49Schedule II-Valuation
    and Qualifying Accounts


63     43




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm     Internal Control  Integrated Framework
           44




---



##### Table of Contents



STRAYER
    EDUCATION, INC.
 CONSOLIDATED BALANCE SHEETS
 (in thousands, except share and per share data)
  December 31,2007


2008ASSETSCurrent assets:Cash and cash equivalents

$
95,036


$
56,379Marketable securities available for sale, at fair value


76,299



50,952Tuition receivable, net of allowances for doubtful accounts of
    $3,206 and $4,776 in 2007 and 2008, respectively


100,651



131,458Income taxes receivable






3,534Other current assets


4,097



7,175Total current assets


276,083



249,498Property and equipment, net


57,946



66,304Deferred income taxes


8,830



7,799Restricted cash


500



500Other assets


419



462Total assets

$
343,778


$
324,563LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
15,682


$
17,099Accrued expenses


3,303



4,567Income taxes payable


4,754



Dividends payable


28,853



Unearned tuition


91,476



114,872Other current liabilities


281



281Total current liabilities


144,349



136,819Long-term liabilities


10,922



11,663Total liabilities


155,271



148,482Commitments and contingenciesStockholders equity:Common stock, par value $.01; 20,000,000 shares authorized;
    14,426,634 and 14,089,189 shares issued and outstanding as
    of December 31, 2007 and 2008, respectively


144



141Additional paid-in capital


87,080



17,185Retained earnings


101,102



158,834Accumulated other comprehensive income (loss)


181



(79
)Total stockholders equity


188,507



176,081Total liabilities and stockholders equity

$
343,778


$
324,563    45




---



##### Table of Contents



STRAYER
    EDUCATION, INC.
 CONSOLIDATED STATEMENTS OF INCOME
 (in thousands, except per share data)
  For the Year EndedDecember 31,2006


2007


2008Revenues

$
263,648


$
318,012


$
396,275Costs and expenses:Instruction and educational support


91,120



108,852



130,836Selling and promotion


52,269



60,760



76,162General and administration


40,723



50,843



62,426Income from operations


79,536



97,557



126,851Investment and other income


4,542



6,495



4,527Income before income taxes


84,078



104,052



131,378Provision for income taxes


31,771



39,115



50,570Net income

$
52,307


$
64,937


$
80,808Net income per share:Basic

$
3.69


$
4.56


$
5.77Diluted

$
3.61


$
4.47


$
5.67Weighted average shares outstanding:Basic


14,187



14,248



14,015Diluted


14,492



14,517



14,242   STRAYER
    EDUCATION, INC.
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE
    INCOME
 (in thousands)
  For the Year EndedDecember 31,2006


2007


2008Net income

$
52,307


$
64,937


$
80,808Other comprehensive income:Unrealized gains (losses) on investments, net of taxes


102



325



(260
)Comprehensive income

$
52,409


$
65,262


$
80,548    46




---



##### 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, 2005


14,292,249


$
143


$
104,923


$
47,020


$
(246
)

$
151,840Exercise of stock options


149,334



1



6,594











6,595Tax benefit from exercise of stock options










3,595











3,595Repurchase of common stock


(349,066
)


(3
)


(35,038
)










(35,041
)Restricted stock grant


201,067



















Stock-based compensation










7,413











7,413Common stock dividends














(15,284
)






(15,284
)Change in net unrealized gains on marketable securities, net of
    income tax


















102



102Net income














52,307







52,307Balance, 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










12,678











12,678Repurchase of common stock


(260,818
)


(3
)


(38,091
)










(38,094
)Restricted stock grant


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










18,033











18,033Repurchase of common stock


(603,382
)


(6
)


(109,119
)










(109,125
)Restricted stock grant


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
)

$
176,081    47




---



##### Table of Contents



STRAYER
    EDUCATION, INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands)
  For the Year Ended December 31,2006


2007


2008Cash flows from operating activities:Net income

$
52,307


$
64,937


$
80,808Adjustments to reconcile net income to net cash provided by
    operating activities:Loss on disposal of assets






51



Amortization of gain on sale of assets






(148
)


(281
)Amortization of deferred rent


190



(115
)


(525
)Gain on sale of marketable securities










(785
)Depreciation and amortization


7,059



8,523



10,761Provision for student loan losses


(120
)






Deferred income taxes


(4,034
)


(5,700
)


226Stock-based compensation


7,413



9,834



10,561Changes in assets and liabilities:Tuition receivable, net


(24,818
)


(19,898
)


(30,807
)Other current assets


(1,710
)


617



(2,217
)Other assets


(25
)


(55
)


(43
)Accounts payable


4,581



2,911



2,955Accrued expenses


347



1,473



1,264Income taxes payable


4,801



12,453



9,745Excess tax benefits from stock-based payment arrangements


(3,595
)


(12,678
)


(18,033
)Unearned tuition


18,118



17,580



23,396Deferred lease incentives


1,235



968



1,547Student loans originated or acquired


(3
)






Collections on student loans receivable


23







Net cash provided by operating activities


61,769



80,753



88,572Cash flows from investing activities:Purchases of property and equipment


(13,183
)


(14,869
)


(20,657
)Proceeds from the sale of property and equipment






5,754



Purchases of marketable securities


(30,000
)






(50,969
)Proceeds from the sale of marketable securities










76,785Net cash (used in) provided by investing activities


(43,183
)


(9,115
)


5,159Cash flows from financing activities:Regular common dividends paid


(15,284
)


(19,027
)


(23,076
)Special common dividends paid










(28,853
)Proceeds from exercise of stock options


6,595



15,178



10,633Excess tax benefits from stock-based payment arrangements


3,595



12,678



18,033Repurchase of common stock


(35,041
)


(38,094
)


(109,125
)Net cash used in financing activities


(40,135
)


(29,265
)


(132,388
)Net (decrease) increase in cash and cash equivalents


(21,549
)


42,373



(38,657
)Cash and cash equivalents  beginning of year


74,212



52,663



95,036Cash and cash equivalents  end of year

$
52,663


$
95,036


$
56,379Non-cash transactions:Purchases of property and equipment included in accounts payable

$
501


$
2,349


$
811    48




---



##### Table of Contents



STRAYER
    EDUCATION, INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
  1.
    Nature of
    Operations    2.
    Significant
    Accounting Policies  Principles
    of Consolidation
    Cash and
    Cash Equivalents
    Marketable
    Securities
  Accounting for Certain Investments in Debt and
    Equity Securities
  Revenues
   49




---



##### Table of Contents



STRAYER
    EDUCATION, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
  Concentration
    of Credit Risk
      Property
    and Equipment
  Accounting for the
    Impairment or Disposal of Long-Lived Assets
    Income
    Taxes
    Accounting for
    Uncertainty in Income Taxes (FIN 48) 2005-2007
  Advertising
    Costs
   50




---



##### Table of Contents



STRAYER
    EDUCATION, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
  Long-Term
    Liabilities
  Bulletin No. 88-1, Bulletin No. 85-3,
  Stock-Based
    Compensation
  Share-based
    Payment Accounting for Stock Issued to
    Employees
    Accounting for Stock-based Compensation
 51




---



##### Table of Contents



STRAYER
    EDUCATION, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
        Net
    Income Per Share
      2006


2007


2008Weighted average shares outstanding used to compute basic
    earnings per share


14,187



14,248



14,015Incremental shares issuable upon the assumed exercise of stock
    options


282



168



63Unvested restricted stock


23



101



164Shares used to compute diluted earnings per share


14,492



14,517



14,242   Use of
    Estimates
   52




---



##### Table of Contents



STRAYER
    EDUCATION, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
    Comprehensive
    Income
    Recent
    Accounting Pronouncements
  Fair Value Measurements
  Employers
    Accounting for Defined Benefit Pension and Other Postretirement
    Plans
  The Fair Value
    Option for Financial Assets and Financial Liabilities
  03-6-1 EITF 03-6-1), Determining Whether Instruments Granted in Share-Based
    Payment Transactions Are Participating Securities. EITF 03-6-1
 53




---



##### Table of Contents



STRAYER
    EDUCATION, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
  3.
    Investments 
    Marketable Securities    2007


2008Cost

$
76,000


$
50,969Gross unrealized gain (loss)


299



(79
)Fair value

$
76,299


$
50,890     4.
    Property
    and Equipment    Estimated useful life2007


2008


(years)Land

$
5,726


$
5,726


Buildings and improvements


18,144



18,610


5-40Furniture and equipment


48,647



62,078


5-7Leasehold improvements


18,672



25,689


3-10Construction in progress


2,786



991


93,975



113,094Accumulated depreciation and amortization


(36,029
)


(46,790
)$
57,946


$
66,304     5.
    Restricted
    Cash    6.
    Stock
    Options and Restricted Stock   54




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##### Table of Contents



STRAYER
    EDUCATION, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
          Stock
    Options
   55




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##### Table of Contents



STRAYER
    EDUCATION, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
    Weighted-averageremaining


AggregateNumber of


Weighted-average


contractual


intrinsic
    value(1)shares


exercise price


life (yrs.)


(in thousands)Balance, December 31, 2005


1,103,334


$
62.79



3.6


$
38,620Grants






Exercises


(149,334
)


44.17Forfeitures/Exchanges


(191,666
)


102.64Balance, December 31, 2006


762,334


$
56.42



2.6


$
37,338Grants






Exercises


(372,250
)


40.77Forfeitures






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


$
18,618Vested, December 31, 2008


16,667


$
64.22



0.8


$
2,503Exercisable, December 31, 2008


16,667


$
64.22



0.8


$
2,503     (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 our stock.    Weighted-averageNumber of shares


exercise priceExercisable, December 31, 2006


561,917


$
41.88Exercisable, December 31, 2007


229,667


$
45.71Exercisable, December 31, 2008


16,667


$
64.22     For the year endedDecember 31,2006


2007


2008Proceeds from stock options exercised

$
6,595


$
15,178


$
10,633Excess tax benefits related to share-based payment arrangements

$
3,595


$
12,678


$
18,033Intrinsic value of stock options
    exercised(1)

$
9,225


$
32,588


$
28,581     (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. 56




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##### Table of Contents



STRAYER
    EDUCATION, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
    Options Outstanding


Options ExercisableWeighted-average








Weighted-Number


remaining


Weighted-


Number


averageoutstanding


contractual


average


exercisable


exerciseExercise prices

at 12/31/08


life (yrs.)


exercise price


at 12/31/08


price$61.81


10,000



0.4


$
61.81



10,000


$
61.81$67.84


6,667



1.4


$
67.84



6,667


$
67.84$107.28


150,417



4.0


$
107.28







167,084



3.8


$
102.98



16,667


$
64.22   Restricted
    Stock
    Number of


Weighted-averageshares


grant priceBalance, December 31, 2005


4,500


$
100.58Grants


208,567



102.01Vested shares






Forfeitures


(7,500
)


91.27Balance, 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


$
124.06   Valuation and Expense Information Under SFAS 123(R) and
    Pro forma Information Under SFAS 123 for Periods Prior to
    January 1, 2006.
   57




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##### Table of Contents



STRAYER
    EDUCATION, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
    For the year ended December 31,2006


2007


2008Instruction and educational support

$
638


$
680


$
1,218Selling and promotion


545



634



867General and administration


6,866



8,893



9,042Stock-based compensation expense included in operating expense


8,049



10,207



11,127Tax benefit


2,992



3,879



4,227Stock-based compensation expense, net of tax

$
5,057


$
6,328


$
6,900   7.
    Long-Term
    Liabilities  Lease
    Incentives
  Bulletin No. 88-1,
  Lease
    Obligations
  Bulletin No. 85-3,
  Deferred
    Gain
  10-year
  8.
    Sale of
    Campus Building  10-year 10-year
  9.
    Other
    Employee Benefit Plans   58




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##### Table of Contents



STRAYER
    EDUCATION, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
      Average priceShares purchased


per share2006


4,767


$
91.332007


3,830


$
136.332008


3,208


$
175.86   10.
    Stock
    Repurchase Plan  Rule 10b-18
    Amount available forNumber of shares


Average price paid


future repurchasesrepurchased


per share


(mil.)2006


349,066


$
100.392007


260,818


$
146.052008


603,382


$
180.861,213,266


$
150.22


$
70.1   11.
    Commitments
    and Contingencies     59




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##### Table of Contents



STRAYER
    EDUCATION, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
    Minimumrentalcommitments2009

$
21,2902010


22,9652011


24,3272012


22,2432013


20,425Thereafter


79,639Total

$
190,889     12.
    Special
    Dividend    13.
    Income
    Taxes    2006


2007


2008Current:Federal

$
29,486


$
36,500


$
41,670State


6,319



8,159



8,744Total current


35,805



44,659



50,414Deferred:Federal


(3,680
)


(4,935
)


89State


(354
)


(609
)


67Total deferred


(4,034
)


(5,544
)


156Total provision for income taxes

$
31,771


$
39,115


$
50,570  60




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##### Table of Contents



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


2008Tuition receivable and student loans

$
1,264


$
1,884Accrued vacation payable


241



369Deferred gain on sale of property


109



111Unrealized gains on marketable securities


(118
)


(7
)Current net deferred tax asset


1,496



2,357Student loans


1



1Property and equipment


(687
)


(129
)Deferred leasing costs


1,816



2,016Stock-based compensation


6,762



5,083Deferred gain on sale of property


938



828Long-term net deferred tax asset


8,830



7,799Net deferred tax asset

$
10,326


$
10,156     2006


2007


2008Statutory federal rate


35.0
%


35.0
%


35.0
%State income taxes, net of federal benefits


4.9



5.1



4.3Non-taxable interest income


(1.8
)


(2.1
)


(0.9
)Other


(0.3
)


(0.4
)


0.2Effective tax rate


37.8
%


37.6
%


38.6
%    61




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##### Table of Contents



STRAYER
    EDUCATION, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS (Continued)
  14.
    Summarized
    Quarterly Financial Data (Unaudited)    Quarter2007

First


Second


Third


FourthRevenues

$
80,193


$
78,875


$
69,813


$
89,131Income from operations


28,947



26,351



13,058



29,201Net income


18,806



17,360



9,275



19,496Net income per share:Basic

$
1.33


$
1.22


$
0.65


$
1.37Diluted

$
1.30


$
1.20


$
0.64


$
1.34   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  62




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##### Table of Contents



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


Additions





Balance


expense asbeginning of


charged to





end of


a % ofDescription

period


expense


Deductions


period


revenueDeduction from asset account:Allowance for doubtful accounts: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
%Year ended December 31, 2006


1,927



7,776



(6,674
)


3,029



2.9
%   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).
   63




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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     64




---



##### Table of Contents



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

Age

PositionDirectors:Robert S. Silberman


51


Chairman of the Board and Chief Executive OfficerDr. Charlotte F. Beason


61


DirectorWilliam E. Brock


78


DirectorDavid A. Coulter


61


DirectorRobert R. Grusky


51


DirectorRobert L. Johnson


62


DirectorTodd A. Milano


56


DirectorG. Thomas Waite, III


57


DirectorJ. David Wargo


55


DirectorExecutive Officers:Karl McDonnell


42


President and Chief Operating OfficerMark C. Brown


49


Executive Vice President and Chief Financial OfficerLysa A. Hlavinka


41


Executive Vice President and Chief Administrative OfficerGregory Ferenbach


49


Senior Vice President and General CounselSonya G. Udler


41


Senior Vice President  Corporate CommunicationsUniversity Officers:Dr. Sondra F. Stallard


59


University PresidentDr. Joel O. Nwagbaraocha


66


Provost and Chief Academic OfficerRandi Reich Cosentino


35


Senior Vice President  Academic Administration   Directors
  Mr. Robert S. Silberman
  Dr. Charlotte F. Beason
 65




---



##### Table of Contents



Mr. William E. Brock
  Mr. David A. Coulter
  Mr. Robert R. Grusky
  Mr. Robert L. Johnson African-American African-American
 66




---



##### 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
 67




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##### Table of Contents



Mr. Gregory Ferenbach
  Ms. Sonya G. Udler
  University
    Officers
  Dr. Sondra F. Stallard 32-year
  Dr. Joel O. Nwagbaraocha
  Ms. Randi Reich Cosentino
  Audit
    Committee and Audit Committee Financial Experts
  10A-3(b)(1)
 68




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##### Table of Contents



10A-3(b)(1)
    Section 16(a)
    Beneficial Ownership Reporting Compliance
    Code of
    Ethics
  (703) 247-2500. www.strayereducation.com www.strayereducation.com Form 8-K
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management    Item 13.
    Certain
    Relationships and Related Transactions   69




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##### Table of Contents



Item 14.
    Principal
    Accounting Fees and Services    2007


2008Audit FeesRecurring:Consolidated financial statements audit

$
374,100


$
389,000Tax FeesPreparation of corporate tax returns


48,450



46,000Other tax compliance/tax advice






20,469All Other FeesLicense fee for accounting research database


2,400



2,400$
424,950


$
457,869  70




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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).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, 2009.4
.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 From
    10-K filed
    with the Commission on March 28, 2002).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).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. 71




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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 17, 2009/s/  Mark
    C. Brown(Mark
    C. Brown)

Chief Financial Officer
    (Principal Financial and
    Accounting Officer)

February 17, 2009/s/  Charlotte
    F. Beason(Charlotte
    F. Beason)

Director

February 17, 2009/s/  William
    E. Brock(William
    E. Brock)

Director

February 17, 2009/s/  David
    A. Coulter(David
    A. Coulter)

Director

February 17, 2009/s/  Robert
    R. Grusky(Robert
    R. Grusky)

Director

February 17, 2009 72




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##### Table of Contents



SIGNATURES

TITLE

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

Director

February 17, 2009/s/  Todd
    A. Milano(Todd
    A. Milano)

Director

February 17, 2009/s/  G.
    Thomas Waite, III(G.
    Thomas Waite, III)

Director

February 17, 2009/s/  J.
    David Wargo(J.
    David Wargo)

Director

February 17, 2009  73