##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
 Quarterly Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
 For the quarterly period ended September 30, 2009
Commission File No. 0-21039
 Strayer Education, Inc.
 (Exact name of registrant as specified in this charter)
 Maryland
    
    52-1975978(State or other jurisdiction of incorporation 
or organization)
    
    (I.R.S. Employer
Identification No.)1100 Wilson Blvd., Suite 2500Arlington, VA
    
    22209(Address of principal executive offices)
    
    (Zip Code)
  Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and
(2) has been subject to such filing requirements for the past 90 days.
Yes þ No o
 Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes o
No o
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer or a smaller reporting company. See definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(check one)
 Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
 As of October 15, 2009, there were outstanding 14,008,796 shares of Common Stock, par value $0.01
per share, of the Registrant.




---



##### 



STRAYER EDUCATION, INC.
INDEX
FORM 10-Q
 PART I  FINANCIAL INFORMATIONItem 1. Financial StatementsUnaudited Condensed Consolidated Balance Sheets at
December 31, 2008 and September 30, 2009
    
    
    3Unaudited Condensed Consolidated Statements of Income
for the three and nine months ended September 30, 2008 and 2009
    
    
    4Unaudited Condensed Consolidated Statements of Comprehensive Income
for the three and nine months ended September 30, 2008 and 2009
    
    
    5Unaudited Condensed Consolidated Statements of Stockholders Equity
for the nine months ended September 30, 2008 and 2009
    
    
    6Unaudited Condensed Consolidated Statements of Cash Flows
for the nine months ended September 30, 2008 and 2009
    
    
    7Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    8Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    16Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    21Item 4. Controls and Procedures
    
    
    21PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    22Item 1A. Risk Factors
    
    
    22Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    22Item 6. Exhibits
    
    
    23SIGNATURES
    
    
    24CERTIFICATIONSEX-31.1EX-31.2EX-32.1EX-32.2
  2




---



##### Table of Contents



STRAYER EDUCATION, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
 December 31,
    
    
    September 30,2008
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    56,379
    
    
    $
    41,036Marketable securities available for sale, at fair value
    
    
    50,952
    
    
    
    52,347Tuition receivable, net of allowances for doubtful accounts of
$4,776 and $5,278
at December 31, 2008 and September 30, 2009, respectively
    
    
    131,458
    
    
    
    157,877Income taxes receivable
    
    
    3,534
    
    
    
    6,825Other current assets
    
    
    7,175
    
    
    
    6,633Total current assets
    
    
    249,498
    
    
    
    264,718Property and equipment, net
    
    
    66,304
    
    
    
    78,132Deferred income taxes
    
    
    7,799
    
    
    
    10,216Restricted cash
    
    
    500
    
    
    
    500Other assets
    
    
    462
    
    
    
    1,303Total assets
    
    $
    324,563
    
    
    $
    354,869LIABILITIES & STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    17,099
    
    
    $
    16,532Accrued expenses
    
    
    4,567
    
    
    
    8,185Unearned tuition
    
    
    114,872
    
    
    
    142,639Other current liabilities
    
    
    281
    
    
    
    281Total current liabilities
    
    
    136,819
    
    
    
    167,637Long-term liabilities
    
    
    11,663
    
    
    
    11,707Total liabilities
    
    
    148,482
    
    
    
    179,344Commitments and contingenciesStockholders equity:Common stock, par value $0.01; 20,000,000 shares authorized;
14,089,189 and 14,008,796 shares issued and outstanding
at December 31, 2008 and September 30, 2009, respectively
    
    
    141
    
    
    
    141Additional paid-in capital
    
    
    17,185
    
    
    
    4,528Retained earnings
    
    
    158,834
    
    
    
    170,551Accumulated other comprehensive (loss) income
    
    
    (79
    )
    
    
    305Total stockholders equity
    
    
    176,081
    
    
    
    175,525Total liabilities and stockholders equity
    
    $
    324,563
    
    
    $
    354,869
  3




---



##### Table of Contents



STRAYER EDUCATION, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
 For the three months
    
    
    For the nine monthsended September 30,
    
    
    ended September 30,2008
    
    
    2009
    
    
    2008
    
    
    2009Revenues
    
    $
    86,993
    
    
    $
    114,351
    
    
    $
    281,995
    
    
    $
    364,760Costs and expenses:Instruction and educational support
    
    
    30,548
    
    
    
    40,110
    
    
    
    95,099
    
    
    
    120,127Marketing and admissions
    
    
    22,985
    
    
    
    27,398
    
    
    
    54,809
    
    
    
    67,295General and administration
    
    
    15,209
    
    
    
    19,583
    
    
    
    44,671
    
    
    
    57,388Income from operations
    
    
    18,251
    
    
    
    27,260
    
    
    
    87,416
    
    
    
    119,950Investment and other income
    
    
    905
    
    
    
    287
    
    
    
    3,726
    
    
    
    1,153Income before income taxes
    
    
    19,156
    
    
    
    27,547
    
    
    
    91,142
    
    
    
    121,103Provision for income taxes
    
    
    7,394
    
    
    
    10,881
    
    
    
    34,536
    
    
    
    47,884Net income
    
    $
    11,762
    
    
    $
    16,666
    
    
    $
    56,606
    
    
    $
    73,219Earnings per share:Basic
    
    $
    0.84
    
    
    $
    1.22
    
    
    $
    4.03
    
    
    $
    5.33Diluted
    
    $
    0.83
    
    
    $
    1.21
    
    
    $
    3.97
    
    
    $
    5.29Weighted average shares outstanding:Basic
    
    
    14,001
    
    
    
    13,659
    
    
    
    14,035
    
    
    
    13,728Diluted
    
    
    14,240
    
    
    
    13,780
    
    
    
    14,275
    
    
    
    13,850Common dividends per share:Regular
    
    $
    0.38
    
    
    $
    0.50
    
    
    $
    1.13
    
    
    $
    1.50Special
    
    
    
    
    
    
    
    
    
    $
    2.00
    
    
    
    
  4




---



##### Table of Contents



STRAYER EDUCATION, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
 For the three months
    
    
    For the nine monthsended September 30,
    
    
    ended September 30,2008
    
    
    2009
    
    
    2008
    
    
    2009Net income
    
    $
    11,762
    
    
    $
    16,666
    
    
    $
    56,606
    
    
    $
    73,219Other comprehensive income:Unrealized (loss) gain on investment, net of taxes
    
    
    (136
    )
    
    
    159
    
    
    
    (387
    )
    
    
    384Comprehensive income
    
    $
    11,626
    
    
    $
    16,825
    
    
    $
    56,219
    
    
    $
    73,603
  5




---



##### Table of Contents



STRAYER EDUCATION, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
(in thousands, except share data)
 AccumulatedAdditional
    
    
    
    
    
    
    OtherCommon Stock
    
    
    Paid-in
    
    
    Retained
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Income (Loss)
    
    
    TotalBalance at December 31, 2007
    
    
    14,426,634
    
    
    $
    144
    
    
    $
    87,080
    
    
    $
    101,102
    
    
    $
    181
    
    
    $
    188,507Exercise of stock options
    
    
    223,000
    
    
    
    2
    
    
    
    10,631
    
    
    
    
    
    
    
    
    
    
    
    10,633Excess tax benefit from exercise of stock
options and vesting of restricted shares
    
    
    
    
    
    
    
    
    
    
    11,498
    
    
    
    
    
    
    
    
    
    
    
    11,498Repurchase of common stock
    
    
    (465,282
    )
    
    
    (4
    )
    
    
    (79,263
    )
    
    
    
    
    
    
    
    
    
    
    (79,267
    )Restricted stock grants, net of forfeitures
    
    
    42,937
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    8,244
    
    
    
    
    
    
    
    
    
    
    
    8,244Common stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,031
    )
    
    
    
    
    
    
    (16,031
    )Change in net unrealized gains (losses) on
marketable securities, net of income tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (387
    )
    
    
    (387
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56,606
    
    
    
    
    
    
    
    56,606Balance at September 30, 2008
    
    
    14,227,289
    
    
    $
    142
    
    
    $
    38,190
    
    
    $
    141,677
    
    
    $
    (206
    )
    
    $
    179,803
 AccumulatedAdditional
    
    
    
    
    
    
    OtherCommon Stock
    
    
    Paid-in
    
    
    Retained
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Income (Loss)
    
    
    TotalBalance at December 31, 2008
    
    
    14,089,189
    
    
    $
    141
    
    
    $
    17,185
    
    
    $
    158,834
    
    
    $
    (79
    )
    
    $
    176,081Exercise of stock options
    
    
    60,417
    
    
    
    1
    
    
    
    6,026
    
    
    
    
    
    
    
    
    
    
    
    6,027Excess tax benefit from exercise of stock
options and vesting of restricted shares
    
    
    
    
    
    
    
    
    
    
    2,986
    
    
    
    
    
    
    
    
    
    
    
    2,986Repurchase of common stock
    
    
    (400,413
    )
    
    
    (4
    )
    
    
    (29,725
    )
    
    
    (40,355
    )
    
    
    
    
    
    
    (70,084
    )Restricted stock grants, net of forfeitures
    
    
    259,603
    
    
    
    3
    
    
    
    (3
    )
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    8,059
    
    
    
    
    
    
    
    
    
    
    
    8,059Common stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,147
    )
    
    
    
    
    
    
    (21,147
    )Change in net unrealized gains (losses) on
marketable securities, net of income tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    384
    
    
    
    384Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    73,219
    
    
    
    
    
    
    
    73,219Balance at September 30, 2009
    
    
    14,008,796
    
    
    $
    141
    
    
    $
    4,528
    
    
    $
    170,551
    
    
    $
    305
    
    
    $
    175,525
  6




---



##### Table of Contents



STRAYER EDUCATION, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (in thousands)
 For the nine months ended September 30,2008
    
    
    2009Cash flows from operating activities:Net income
    
    $
    56,606
    
    
    $
    73,219Adjustments to reconcile net income to net cash provided by
operating activities:Loss on disposal of assets
    
    
    
    
    
    
    155Amortization of gain on sale of assets
    
    
    (211
    )
    
    
    (211
    )Amortization of deferred rent
    
    
    (289
    )
    
    
    (121
    )Gain on sale of marketable securities
    
    
    (785
    )
    
    
    Depreciation and amortization
    
    
    7,720
    
    
    
    10,119Deferred income taxes
    
    
    (3,558
    )
    
    
    (3,082
    )Stock-based compensation
    
    
    8,244
    
    
    
    8,059Changes in assets and liabilities:Tuition receivable, net
    
    
    (26,469
    )
    
    
    (26,419
    )Other current assets
    
    
    (2,124
    )
    
    
    1,070Other assets
    
    
    (64
    )
    
    
    (841
    )Accounts payable
    
    
    2,244
    
    
    
    (569
    )Accrued expenses
    
    
    912
    
    
    
    3,618Income taxes payable/receivable
    
    
    6,286
    
    
    
    (305
    )Excess tax benefits from stock-based payment arrangements
    
    
    (11,498
    )
    
    
    (2,986
    )Unearned tuition
    
    
    24,544
    
    
    
    27,767Deferred lease incentives
    
    
    1,400
    
    
    
    376Net cash provided by operating activities
    
    
    62,958
    
    
    
    89,849Cash flows from investing activities:Purchases of property and equipment
    
    
    (15,332
    )
    
    
    (22,100
    )Purchases of marketable securities
    
    
    (50,561
    )
    
    
    (874
    )Proceeds from the sale of marketable securities
    
    
    76,785
    
    
    
    Net cash provided by (used in) investing activities
    
    
    10,892
    
    
    
    (22,974
    )Cash flows from financing activities:Regular common dividends paid
    
    
    (16,031
    )
    
    
    (21,147
    )Special common dividends paid
    
    
    (28,853
    )
    
    
    Proceeds from exercise of stock options
    
    
    10,633
    
    
    
    6,027Excess tax benefits from stock-based payment arrangements
    
    
    11,498
    
    
    
    2,986Repurchase of common stock
    
    
    (79,267
    )
    
    
    (70,084
    )Net cash used in financing activities
    
    
    (102,020
    )
    
    
    (82,218
    )Net decrease in cash and cash equivalents
    
    
    (28,170
    )
    
    
    (15,343
    )Cash and
cash equivalents  beginning of period
    
    
    95,036
    
    
    
    56,379Cash and
cash equivalents  end of period
    
    $
    66,866
    
    
    $
    41,036Non-cash transactions:Purchases of property and equipment included in accounts payable
    
    $
    308
    
    
    $
    813
  7




---



##### Table of Contents



STRAYER EDUCATION, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Information as of September 30, 2008 and 2009 is unaudited.
 1. Basis of Presentation
     2. Nature of Operations
  8




---



##### Table of Contents



3. Earnings Per Share
   For the three months
    
    
    For the nine monthsended September 30,
    
    
    ended September 30,2008
    
    
    2009
    
    
    2008
    
    
    2009Weighted average shares outstanding
used to compute basic net income per share
    
    
    14,001
    
    
    
    13,659
    
    
    
    14,035
    
    
    
    13,728Incremental shares issuable upon the
assumed exercise of stock options
    
    
    61
    
    
    
    46
    
    
    
    64
    
    
    
    52Unvested restricted stock
    
    
    178
    
    
    
    75
    
    
    
    176
    
    
    
    70Shares used to compute diluted net income per share
    
    
    14,240
    
    
    
    13,780
    
    
    
    14,275
    
    
    
    13,850
 4. Credit Facility
  5. Stockholders Equity
 Common stock
  Stock-based compensation
  9




---



##### Table of Contents



Stock-based compensation plans
    10




---



##### Table of Contents



Weighted-Number of
    
    Weighted-
    
    averageshares
    
    average
    
    remaining
    
    Aggregateunderlying
    
    exercise
    
    contractual
    
    intrinsic value(1)options
    
    price
    
    life (yrs.)
    
    (in thousands)Balance, December 31, 2008
    
    
    167,084
    
    
    $
    102.98
    
    
    
    3.8
    
    
    $
    18,618Grants
    
    
    
    
    
    
    Exercises
    
    
    (60,417
    )
    
    $
    99.75Forfeitures
    
    
    
    
    
    
    Balance, September 30, 2009
    
    
    106,667
    
    
    $
    104.81
    
    
    
    2.2
    
    
    $
    12,039Vested, September 30, 2009
    
    
    106,667
    
    
    $
    104.81
    
    
    
    2.2
    
    
    $
    12,039Exercisable, September 30, 2009
    
    
    106,667
    
    
    $
    104.81
    
    
    
    2.2
    
    
    $
    12,039
 
 (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 the respective trading day 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 the
respective trading day. The amount of aggregate intrinsic value will change based on the fair
market value of our stock. 11




---



##### Table of Contents



For the nine months endedSeptember 30,2008
    
    2009Proceeds from stock options exercised
    
    $
    10,633
    
    
    $
    6,027Excess tax benefits related to stock options exercised and
vested restricted stock
    
    $
    11,498
    
    
    $
    2,986Intrinsic value of stock options exercised (1)
    
    $
    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-averageNumber
    
    remaining
    
    Weighted-
    
    Number
    
    Weighted-outstanding
    
    contractual life
    
    average
    
    exercisable at
    
    averageExercise prices
    
    at 9/30/09
    
    (yrs.)
    
    exercise price
    
    9/30/09
    
    exercise price$67.84
    
    
    6,667
    
    
    
    0.6
    
    
    $
    67.84
    
    
    
    6,667
    
    
    $
    67.84$107.28
    
    
    100,000
    
    
    
    2.3
    
    
    $
    107.28
    
    
    
    100,000
    
    
    $
    107.28106,667
    
    
        

2.2
    

    
    $
    104.81
    
    
    
    106,667
    
    
    $
    104.81
  Weighted-Number
    
    averageof shares
    
    grant priceBalance, December 31, 2008
    
    
    122,095
    
    
    $
    124.06Grants
    
    
    259,912
    
    
    
    216.68Vested shares
    
    
    (28,716
    )
    
    
    90.18Forfeitures
    
    
    (309
    )
    
    
    162.10Balance, September 30, 2009
    
    
    352,982
    
    
    $
    193.79
  12




---



##### Table of Contents



Valuation
and Expense Information Under ASC 718
  For the three months
    
    
    For the nine monthsended September 30,
    
    
    ended September 30,2008
    
    
    2009
    
    
    2008
    
    
    2009Instruction and educational support
    
    $
    263
    
    
    $
    459
    
    
    $
    955
    
    
    $
    1,315Marketing and admissions
    
    
    215
    
    
    
    30
    
    
    
    652
    
    
    
    97General and administration
    
    
    2,285
    
    
    
    2,351
    
    
    
    7,195
    
    
    
    6,647Stock-based compensation expense included
in operating expense
    
    $
    2,763
    
    
    $
    2,840
    
    
    $
    8,802
    
    
    $
    8,059Tax benefit
    
    
    1,050
    
    
    
    1,122
    
    
    
    3,345
    
    
    
    3,186Stock-based compensation expense, net of tax
    
    $
    1,713
    
    
    $
    1,718
    
    
    $
    5,457
    
    
    $
    4,873
 6. Investments in Marketable Securities
  7. Long-Term Liabilities
 Lease Incentives
  Lease Obligations
  13




---



##### Table of Contents



Deferred Gain
  8. Income Taxes
  9. Recent Accounting Pronouncements
     14




---



##### Table of Contents



The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles  a replacement of FASB Statement No. 162
 15




---



##### Table of Contents



ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 Cautionary Notice Regarding Forward Looking Statements
 Certain of the statements included in this Managements Discussion and Analysis of Financial
Condition and Results of Operations as well as elsewhere in this report on Form 10-Q are
forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995
(Reform Act). These statements are based on the Companys current expectations and are subject
to a number of assumptions, risks and uncertainties. In accordance with the safe harbor provisions
of the Reform Act, the Company has identified important factors that could cause the actual results
to differ materially from those expressed in or implied by such statements. The assumptions,
uncertainties and risks include the pace of growth of student enrollment, our continued compliance
with Title IV of the Higher Education Act and the regulations thereunder, as well as regional
accreditation standards and state regulatory requirements, competitive factors, risks associated
with the opening of new campuses, risks associated with the offering of new educational programs
and adapting to other changes, risks associated with the acquisition of existing educational
institutions, risks relating to the timing of regulatory approvals, our ability to continue to
implement our growth strategy, risks associated with the ability of our students to finance their
education in a timely manner, and general economic and market conditions. Further information
about these and other relevant risks and uncertainties may be found in the Companys annual report
on Form 10-K and its other filings with the Securities and Exchange Commission. The Company
undertakes no obligation to update or revise forward looking statements, except as may be required
by law.
 Additional Information
 We maintain a website at http://www.strayereducation.com . The information on our website
is not incorporated by reference in this Quarterly Report on Form 10-Q, and our web address is
included as an inactive textual reference only. We make available, free of charge through our
website, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form
8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act as soon as reasonably practicable after we electronically file such material with, or
furnish it to, the SEC.
 Results of Operations
  16




---



##### Table of Contents



Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008
 Enrollment.
 Revenues
 Instruction and educational support expenses.
 Marketing and admissions expenses.
 General and administration expenses.
 Income from operations.
 Investment and other income.
 17




---



##### Table of Contents



Provision for income taxes.
 Net income.
 Nine Months Ended September 30, 2009 Compared to Nine Months Ended September 30, 2008
 Enrollment.
 Revenues.
 Instruction and educational support expenses.
 Marketing and admissions expenses.
 General and administration expenses.
 Income from operations.
 18




---



##### Table of Contents



Investment
and other income.
 Provision for income taxes.
 Net income.
 Liquidity and Capital Resources
    19




---



##### Table of Contents



Payments due by period (in thousands)2-3
    
    4-5
    
    After 5Total
    
    Within 1 Year
    
    Years
    
    Years
    
    YearsOperating leases
    
    $
    199,210
    
    
    $
    23,874
    
    
    $
    51,231
    
    
    $
    45,070
    
    
    $
    79,035
 New Campuses
  Fiscal Year 2007 Cohort Default Rate
  20




---



##### Table of Contents



ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
   
 ITEM 4: CONTROLS AND PROCEDURES
 a)
    
    Disclosure Controls and Procedures.The Companys Chief Executive Officer and Chief Financial
Officer have evaluated the effectiveness of the Companys disclosure controls and procedures
as of September 30, 2009. Based upon such review, the Chief Executive Officer and Chief
Financial Officer have concluded that the Company has in place, as of September 30, 2009,
effective controls and procedures designed to ensure that information required to be disclosed
by the Company (including consolidated subsidiaries) in the reports it files or submits under
the Securities Exchange Act of 1934, as amended, and the rules thereunder, is recorded,
processed, summarized and reported within the time periods specified in the Commissions rules
and forms. Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by an issuer in
reports it files or submits under the Securities Exchange Act of 1934 is accumulated and
communicated to the Companys management, including its principal executive officer or
officers and principal financial officer or officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.b)
    
    Internal Control Over Financial Reporting. There have not been any changes in the Companys
internal control over financial reporting during the quarter ended September 30, 2009 that
have materially affected, or are reasonably likely to materially affect, the Companys
internal control over financial reporting.
 21




---



##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 (1)
 Total number of
    
    
    Approximate dollarshares purchased
    
    
    value of shares thatTotal number
    
    
    Average
    
    
    as part of publicly
    
    
    may yet be purchasedof shares
    
    
    price paid
    
    
    announced plans
    
    
    under the plans orpurchased
    
    
    per share
    
    
    or programs
    
    
    programs ($ mil)Beginning Balance (at 6/30/09)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    5.0July
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    5.0August
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    5.0September
    
    
    24,528
    
    
    $
    202.13
    
    
    
    24,528
    
    
    $
    Total (at 9/30/09)
    
    
    24,528
    
    
    $
    202.13
    
    
    
    24,528
    

    
    $
    
 
 (1)
    
    The Companys repurchase program was announced on November 3, 2003 for repurchases
up to an aggregate amount of $15 million in value of common stock through December 31, 2004. The
Board of Directors amended the program on various dates increasing the amount authorized and extending
the expiration date. Item 3. Defaults Upon Senior Securities.
  22




---



##### Table of Contents



Item 4. Submission of Matter to a Vote of Security Holders.
  Item 5. Other Information.
  
 Item 6. Exhibits
 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.
 23




---



##### Table of Contents



SIGNATURES
  STRAYER EDUCATION, INC.By:
    /s/ Mark C. BrownMark C. BrownExecutive Vice President and Chief Financial Officer  24




---



##### Table of Contents



Exhibit Index
 Exhibit
    
    Description31.1
    
    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.
 25