##### Table of Contents



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 period ended September 30, 2008
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
    
    (I.R.S. Employeror organization)
    
    Identification No.)1100 Wilson Blvd., Suite 2500Arlington, VA
    
    22209(Address of principal executive offices)
    
    (Zip Code)Registrants telephone number, including area code:
    
    (703) 247-2500
 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 is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the 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, 2008, there were outstanding 14,227,289 shares of Common Stock, par value $.01
per share, of the Registrant.




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##### 



STRAYER EDUCATION, INC.
INDEX
FORM 10-Q
 PART I  FINANCIAL INFORMATIONItem 1. Financial StatementsUnaudited Condensed Consolidated Balance Sheets at
December 31, 2007 and September 30, 2008
    
    
    3Unaudited Condensed Consolidated Statements of Income
for the three and nine months ended September 30, 2007 and
2008
    
    
    4Unaudited Condensed Consolidated Statements of Comprehensive Income
for the three and nine months ended September 30, 2007 and
2008
    
    
    5Unaudited Condensed Consolidated Statements of Stockholders Equity for
the nine months ended September 30, 2007 and
2008
    
    
    6Unaudited Condensed Consolidated Statements of Cash Flows
for the nine months ended September 30, 2007 and
2008
    
    
    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-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION
  2




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STRAYER EDUCATION, INC.
 
 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
 (in thousands, except share and per share data)
 December 31,
    
    
    September 30,2007
    
    
    2008ASSETSCurrent assets:Cash and cash
equivalents
    
    $
    95,036
    
    
    $
    66,866Marketable securities available for sale, at fair value
    
    
    76,299
    
    
    
    50,222Tuition
receivable, net of allowances for doubtful accounts
of $3,206 and $4,163 at
December 31, 2007 and September 30, 2008, respectively
    
    
    100,651
    
    
    
    127,120Income taxes
receivable
    
    
    
    
    
    
    458Other current
assets
    
    
    4,097
    
    
    
    6,656Total current
assets
    
    
    276,083
    
    
    
    251,322Property and
equipment, net
    
    
    57,946
    
    
    
    63,517Deferred income
taxes
    
    
    8,830
    
    
    
    12,204Restricted cash
    
    
    500
    
    
    
    500Other assets
    
    
    419
    
    
    
    483Total assets
    
    $
    343,778
    
    
    $
    328,026LIABILITIES & STOCKHOLDERS EQUITYCurrent
liabilities:Accounts payable
    
    $
    15,682
    
    
    $
    15,885Accrued expenses
    
    
    3,303
    
    
    
    4,215Income taxes
payable
    
    
    4,754
    
    
    
    Dividends payable
    
    
    28,853
    
    
    
    Unearned tuition
    
    
    91,476
    
    
    
    116,020Other current
liabilities
    
    
    281
    
    
    
    281Total current
liabilities
    
    
    144,349
    
    
    
    136,401Long-term
liabilities
    
    
    10,922
    
    
    
    11,822Total liabilities
    
    
    155,271
    
    
    
    148,223Commitments and
contingenciesStockholders
equity:Common stock, par value $.01; 20,000,000 shares
authorized; 14,426,634 and 14,227,289 shares issued and
outstanding
at December 31, 2007 and September 30, 2008, respectively
    
    
    144
    
    
    
    142Additional
paid-in
capital
    
    
    87,080
    
    
    
    38,190Retained earnings
    
    
    101,102
    
    
    
    141,677Accumulated other comprehensive income (loss)
    
    
    181
    
    
    
    (206
    )Total
stockholders
equity
    
    
    188,507
    
    
    
    179,803Total liabilities and stockholders equity
    
    $
    343,778
    
    
    $
    328,026
  3




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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 30,2007
    
    
    2008
    
    
    2007
    
    
    2008Revenues
    
    $
    69,813
    
    
    $
    86,993
    
    
    $
    228,881
    
    
    $
    281,995Costs and expenses:Instruction and educational support
    
    
    26,242
    
    
    
    30,548
    
    
    
    79,215
    
    
    
    95,099Selling and promotion
    
    
    18,074
    
    
    
    22,985
    
    
    
    44,125
    
    
    
    54,809General and administration
    
    
    12,439
    
    
    
    15,209
    
    
    
    37,185
    
    
    
    44,671Total costs and expenses
    
    
    56,755
    
    
    
    68,742
    
    
    
    160,525
    
    
    
    194,579Income from operations
    
    
    13,058
    
    
    
    18,251
    
    
    
    68,356
    
    
    
    87,416Investment and other income
    
    
    1,763
    
    
    
    905
    
    
    
    4,783
    
    
    
    3,726Income before income taxes
    
    
    14,821
    
    
    
    19,156
    
    
    
    73,139
    
    
    
    91,142Provision for income taxes
    
    
    5,546
    
    
    
    7,394
    
    
    
    27,698
    
    
    
    34,536Net income
    
    $
    9,275
    
    
    $
    11,762
    
    
    $
    45,441
    
    
    $
    56,606Net income per share:Basic
    
    $
    0.65
    
    
    $
    0.84
    
    
    $
    3.19
    
    
    $
    4.03Diluted
    
    $
    0.64
    
    
    $
    0.83
    
    
    $
    3.13
    
    
    $
    3.97Weighted average shares outstanding:Basic
    
    
    14,280
    
    
    
    14,001
    
    
    
    14,250
    
    
    
    14,035Diluted
    
    
    14,557
    
    
    
    14,240
    
    
    
    14,510
    
    
    
    14,275
  4




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STRAYER EDUCATION, INC.
 
 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF 
COMPREHENSIVE INCOME
 (in thousands)
 For the three months
    
    
    For the nine monthsended September 30,
    
    
    ended September 30,2007
    
    
    2008
    
    
    2007
    
    
    2008Net income
    
    $
    9,275
    
    
    $
    11,762
    
    
    $
    45,441
    
    
    $
    56,606Other comprehensive income:Unrealized
gains (losses) on investments,
net of taxes
    
    
    177
    
    
    
    (136
    )
    
    
    119
    
    
    
    (387
    )Comprehensive income
    
    $
    9,452
    
    
    $
    11,626
    
    
    $
    45,560
    
    
    $
    56,219
  5




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##### 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
    
    
    (Loss) Income
    
    
    TotalBalance at December 31, 2006
    
    
    14,293,584
    
    
    $
    141
    
    
    $
    87,487
    
    
    $
    84,043
    
    
    $
    (144
    )
    
    $
    171,527Exercise of stock options
    
    
    341,667
    
    
    
    3
    
    
    
    13,687
    
    
    
    
    
    
    
    
    
    
    
    13,690Tax benefit from exercise of stock options
    
    
    
    
    
    
    
    
    
    
    11,104
    
    
    
    
    
    
    
    
    
    
    
    11,104Repurchase of common stock
    
    
    (157,914
    )
    
    
    (2
    )
    
    
    (19,994
    )
    
    
    
    
    
    
    
    
    
    
    (19,996
    )Restricted stock grants
    
    
    21,618
    
    
    
    3
    
    
    
    (3
    )
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    7,340
    
    
    
    
    
    
    
    
    
    
    
    7,340Common stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,617
    )
    
    
    
    
    
    
    (13,617
    )Change in net unrealized gains on marketable
securities, net of income tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    119
    
    
    
    119Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,441
    
    
    
    
    
    
    
    45,441Balance at September 30, 2007
    
    
    14,498,955
    
    
    $
    145
    
    
    $
    99,621
    
    
    $
    115,867
    
    
    $
    (25
    )
    
    $
    215,608
 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
    
    
    
    
    
    
    
    
    
    
    
    10,633Tax benefit from exercise of stock options
    
    
    
    
    
    
    
    
    
    
    11,498
    
    
    
    
    
    
    
    
    
    
    
    11,498Repurchase of common stock
    
    
    (465,282
    )
    
    
    (4
    )
    
    
    (79,263
    )
    
    
    
    
    
    
    
    
    
    
    (79,267
    )Restricted stock grants
    
    
    42,937
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    8,244
    
    
    
    
    
    
    
    
    
    
    
    8,244Common stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,031
    )
    
    
    
    
    
    
    (16,031
    )Change in net unrealized (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
  6




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STRAYER
EDUCATION, INC.
 
 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 For the nine monthsended September 30,2007
    
    
    2008Cash flows from operating activities:Net income
    
    $
    45,441
    
    
    $
    56,606Adjustments to reconcile net income to net cash
provided by operating activities:Amortization of deferred rent
    
    
    (28
    )
    
    
    (289
    )Amortization of gain on sale of assets
    
    
    (29
    )
    
    
    (211
    )Gain on
sale of marketable securities
    
    
    
    
    
    
    (785
    )Depreciation and amortization
    
    
    6,235
    
    
    
    7,720Deferred income taxes
    
    
    (4,523
    )
    
    
    (3,558
    )Stock-based compensation
    
    
    7,340
    
    
    
    8,244Changes in assets and liabilities:Tuition receivable, net
    
    
    (17,067
    )
    
    
    (26,469
    )Other current assets
    
    
    (3,781
    )
    
    
    (2,124
    )Other assets
    
    
    (54
    )
    
    
    (64
    )Accounts payable
    
    
    1,583
    
    
    
    2,244Accrued expenses
    
    
    1,004
    
    
    
    912Income taxes payable
    
    
    3,770
    
    
    
    6,286Excess tax benefits from stock-based payment arrangements
    
    
    (11,104
    )
    
    
    (11,498
    )Unearned tuition
    
    
    19,226
    
    
    
    24,544Deferred lease incentives
    
    
    756
    
    
    
    1,400Net cash provided by operating activities
    
    
    48,769
    
    
    
    62,958Cash flows from investing activities:Purchases of property and equipment
    
    
    (11,905
    )
    
    
    (15,332
    )Proceeds
from the sale of property and equipment
    
    
    5,754
    
    
    
    Purchases of marketable securities
    
    
    
    
    
    
    (50,561
    )Proceeds from the sale of marketable securities
    
    
    
    
    
    
    76,785Net cash (used in) provided by investing activities
    
    
    (6,151
    )
    
    
    10,892Cash flows from financing activities:Regular common dividends paid
    
    
    (13,617
    )
    
    
    (16,031
    )Special common dividends paid
    
    
    
    
    
    
    (28,853
    )Proceeds from exercise of stock options
    
    
    13,690
    
    
    
    10,633Excess tax benefits from stock-based payment arrangements
    
    
    11,104
    
    
    
    11,498Repurchase of common stock
    
    
    (19,996
    )
    
    
    (79,267
    )Net cash (used in) financing activities
    
    
    (8,819
    )
    
    
    (102,020
    )Net increase (decrease) in cash and cash equivalents
    
    
    33,799
    
    
    
    (28,170
    )Cash and cash equivalents  beginning of period
    
    
    52,663
    
    
    
    95,036Cash and cash equivalents  end of period
    
    $
    86,462
    
    
    $
    66,866Non-cash transactions:Purchases of property and equipment included in accounts payable
    
    $
    343
    
    
    $
    308
  7




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STRAYER EDUCATION, INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 Information as of September 30, 2007 and 2008 is unaudited.
 1. Basis of Presentation
     2. Nature of Operations
  8




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3. Earnings Per Share
   For the three months
    
    For the nine monthsended September 30,
    
    ended September 30,2007
    
    2008
    
    2007
    
    2008Weighted average shares outstanding
used to compute basic net income per share
    
    
    14,280
    
    
    
    14,001
    
    
    
    14,250
    
    
    
    14,035Incremental shares issuable upon the
assumed exercise of stock options
    
    
    158
    
    
    
    61
    
    
    
    169
    
    
    
    64Unvested restricted stock
    
    
    119
    
    
    
    178
    
    
    
    91
    
    
    
    176Shares used to compute diluted net income per share
    
    
    14,557
    
    
    
    14,240
    
    
    
    14,510
    
    
    
    14,275
 4. Credit Facilities
  5. Stockholders Equity
 Common stock
  9




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Stock-based compensation
 Share-based Payment,
  Stock-based compensation plans
   10




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##### Table of Contents



Weighted-Weighted-
    
    
    averageaverage
    
    
    remaining
    
    
    AggregateNumber
    
    
    exercise
    
    
    contractual
    
    
    intrinsic value(1)of shares
    
    
    price
    
    
    life (yrs.)
    
    
    (in thousands)Balance, December 31, 2007
    
    
    390,084
    
    
    $
    71.35
    
    
    
    2.6
    
    
    $
    38,710Grants
    
    
    
    
    
    
    Exercises
    
    
    (223,000
    )
    
    
    47.68Forfeitures
    
    
    
    
    
    
    Balance, September 30, 2008
    
    
    167,084
    
    
    $
    102.98
    
    
    
    4.0
    
    
    $
    16,253Vested, September 30, 2008
    
    
    16,667
    
    
    $
    64.22
    
    
    
    1.0
    
    
    $
    2,267Exercisable,
September 30, 2008
    
    
    16,667
    
    
    $
    64.22
    
    
    
    1.0
    
    
    $
    2,267
 
 (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 last trading day of the
respective quarter 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 last trading day of the respective quarter. The amount of aggregate intrinsic
value will change based on the fair market value of our stock. 11




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For the nine months endedSeptember 30,2007
    
    2008Proceeds from stock options exercised
    
    $
    13,690
    
    
    $
    10,633Excess tax benefits related to stock options exercised and
vested restricted stock
    
    $
    11,104
    
    
    $
    11,498Intrinsic value of stock options exercised (1)
    
    $
    29,126
    
    
    $
    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.  Options Outstanding
    
    
    Options ExercisableWeighted-averageNumber
    
    
    remaining
    
    
    Weighted-
    
    
    Number
    
    
    Weighted-outstanding
    
    
    contractual life
    
    
    average
    
    
    exercisable at
    
    
    averageExercise prices
    
    at 9/30/08
    
    
    (yrs.)
    
    
    exercise price
    
    
    9/30/08
    
    
    exercise price$61.81
    
    
    10,000
    
    
    
    0.6
    
    
    $
    61.81
    
    
    
    10,000
    
    
    $
    61.81$67.84
    
    
    6,667
    
    
    
    1.6
    
    
    $
    67.84
    
    
    
    6,667
    
    
    $
    67.84$107.28
    
    
    150,417
    
    
    
    4.4
    
    
    $
    107.28
    
    
    
    
    
    
    
    167,084
    
    
    
    4.0
    
    
    $
    102.98
    
    
    
    16,667
    
    
    $
    64.22
  Weighted-Number
    
    
    averageof shares
    
    
    grant priceBalance, December 31, 2007
    
    
    225,642
    
    
    $
    103.97Grants
    
    
    45,153
    
    
    
    154.63Vested shares
    
    
    (15,006
    )
    
    
    81.43Forfeitures
    
    
    (2,216
    )
    
    
    115.73Balance, September 30, 2008
    
    
    253,573
    
    
    $
    119.17
 
 12




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Valuation and Expense Information Under SFAS 123(R)
  For the three months
    
    
    For the nine monthsended September 30,
    
    
    ended September 30,2007
    
    
    2008
    
    
    2007
    
    
    2008Instruction and educational support
    
    $
    167
    
    
    $
    263
    
    
    $
    510
    
    
    $
    955Selling and promotion
    
    
    164
    
    
    
    215
    
    
    
    470
    
    
    
    652General and administration
    
    
    2,248
    
    
    
    2,285
    
    
    
    6,639
    
    
    
    7,195Stock-based compensation expense included
in operating expense
    
    
    2,579
    
    
    
    2,763
    
    
    
    7,619
    
    
    
    8,802Tax benefit
    
    
    980
    
    
    
    1,050
    
    
    
    2,895
    
    
    
    3,345Stock-based compensation expense, net of tax
    
    $
    1,599
    
    
    $
    1,713
    
    
    $
    4,724
    
    
    $
    5,457
 6. Investments in Marketable Securities
 Accounting for Certain Investments in Debt and Equity Securities.
  7. Long-Term Liabilities
 Lease Incentives
  13




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Lease Obligations
 Accounting for Operating Leases with
Schedule Rent Increases,
 Deferred Gain
  8. Income Taxes
 Accounting for Uncertainty in Income Taxes (FIN 48)
 9. Recent Accounting Pronouncements
 Fair Value Measurements
 The Fair
Value Option for Financial Assets and Financial
Liabilities
 14




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Determining
Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.
 15




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##### 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 and regional 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, 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.
 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
  Three Months Ended September 30, 2008 Compared to Three Months Ended September 30, 2007
 Enrollment.
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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.
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Net income.
 Nine Months Ended September 30, 2008 Compared to Nine Months Ended September 30, 2007
 Enrollment.
 Revenues.
 Instruction and educational support expenses.
 Selling and promotion expenses.
 General and administration expenses.
 Income from operations.
 Investment and other income.
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Provision for income taxes.
 Net income.
 Liquidity and Capital Resources
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Payments due by period (in thousands)Total
    
    Within 1 Year
    
    2-3
 Years
    
    4-5
 Years
    
    After 5
 YearsOperating leases
    
    $
    135,216
    
    
    $
    19,969
    
    
    $
    40,407
    
    
    $
    32,067
    
    
    $
    42,773
 New Campuses/Second Global Online Operations Center
 .
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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, 2008. Based upon such review, the Chief Executive Officer and Chief
Financial Officer have concluded that the Company has in place, as of September 30, 2008,
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 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, 2008 that
have materially affected, or are reasonably likely to materially affect, the Companys
internal control over financial reporting.
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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
 From time to time, the Company is involved in litigation and other legal proceedings
arising out of the ordinary course of its business. There are no pending material legal
proceedings to which the Company is subject or to which the Companys property is
subject.
 
 Item 1A. Risk Factors
 There have been no material changes to the risk factors previously described in Part I,
Item 1A included in the Companys Annual Report on Form 10-K for the year ended December
31, 2007.
 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 During the three months ended September 30, 2008, the Company
invested $10 million to repurchase shares of common stock under its repurchase program.
The Companys remaining authorization for common stock repurchases was $2.6 million at
September 30, 2008. On October 28, 2008, the Companys Board of Directors amended the
share repurchase program to authorize the repurchase of up to $100 million in value of
the Companys common stock over the next 14 months. A summary of the Companys share
repurchases during the quarter is set forth below:
 Approximatedollar value ofTotal number of
    
    
    shares thatshares
    
    
    may yet beTotal
    
    
    
    
    
    
    purchased as
    
    
    purchasednumber of
    
    
    Average
    
    
    part of publicly
    
    
    under the plansshares
    
    
    price paid
    
    
    announced plans
    
    
    or programspurchased
    
    
    per share
    
    
    or programs
    
    
    ($mil)(1)Beginning Balance (at 6/30/08)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    12.6July
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    August
    
    
    45,600
    
    
    $
    218.92
    
    
    
    45,600
    
    
    
    (10.0
    )September
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total (at 9/30/08)
    
    
    45,600
    
    
    $
    218.92
    
    
    
    45,600
    
    
    $
    2.6
 
 (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, most recently on October 28, 2008 as described above. Item 3. Defaults Upon Senior Securities.
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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.
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SIGNATURES
  STRAYER EDUCATION, INC.By:
   /s/ Mark C. Brown
 
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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