##### 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 June 30, 2008
  Commission File
    No. 0-21039
  Strayer Education,
    Inc.
 (Exact name of registrant as
    specified in this charter)
  Maryland(State or other jurisdiction
    of
    incorporation or organization)

52-1975978(I.R.S. Employer
    Identification No.)1100 Wilson Blvd., Suite 2500
    Arlington, VA(Address of principal executive
    offices)

22209(Zip Code)   Registrants telephone number, including area code:
    (703) 247-2500
   x o
  12b-2
  Large
    accelerated
    filer x
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o x




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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 June 30, 2008


3Unaudited Condensed Consolidated Statements of
    Income for the three and six months ended June 30, 2007 and
    2008


4Unaudited Condensed Consolidated Statements of
    Comprehensive Income for the three and six months ended
    June 30, 2007 and 2008


5Unaudited Condensed Consolidated Statements of
    Stockholders Equity for the six months ended June 30,
    2007 and 2008


6Unaudited Condensed Consolidated Statements of
    Cash Flows for the six months ended June 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


14Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


17Item 4.


Controls and Procedures


17PART II  OTHER INFORMATIONItem 1.


Legal Proceedings


19Item 1A.


Risk Factors


19Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


19Item 4.


Submission of Matters to a Vote of Security
    Holders


20Item 6.


Exhibits


20SIGNATURES


21CERTIFICATIONSEX-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,

June 30,2007

2008ASSETSCurrent assets:Cash and cash equivalents


$ 95,036



$ 88,382Marketable securities available for sale, at fair value


76,299



30,066Tuition receivable, net allowances for doubtful accounts of
    $3,206 and $3,761 at December 31, 2007 and June 30,
    2008, respectively


100,651



102,406Income taxes receivable






1,646Other current assets


4,097



5,648Total current assets


276,083



228,148Property and equipment, net


57,946



61,481Deferred income taxes


8,830



10,800Restricted cash


500



500Other assets


419



483Total assets


$343,778



$301,412LIABILITIES & STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable


$ 15,682



$ 13,065Accrued expenses


3,303



4,458Income taxes payable


4,754



Dividends payable


28,853



Unearned tuition


91,476



91,937Other current liabilities


281



281Total current liabilities


144,349



109,741Long-term liabilities


10,922



10,927Total liabilities


155,271



120,668Commitments and contingenciesStockholders equity:Common stock, par value $.01; 20,000,000 shares authorized;
    14,426,634 and 14,272,889 shares issued and outstanding at
    December 31, 2007 and June 30, 2008, respectively


144



142Additional paid-in capital


87,080



45,416Retained earnings


101,102



135,255Accumulated other comprehensive income (loss)


181



(69
)Total stockholders equity


188,507



180,744Total liabilities and stockholders equity


$343,778



$301,412    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 six monthsended June 30,


ended June 30,2007


2008


2007


2008Revenues

$
78,875


$
97,928


$
159,068


$
195,002Costs and expenses:Instruction and educational support


26,732



32,909



52,955



64,551Selling and promotion


13,184



16,729



26,059



31,824General and administration


12,607



14,683



24,755



29,462Total costs and expenses


52,523



64,321



103,769



125,837Income from operations


26,352



33,607



55,299



69,165Investment and other income


1,640



785



3,020



2,821Income before income taxes


27,992



34,392



58,319



71,986Provision for income taxes


10,632



13,069



22,153



27,142Net income

$
17,360


$
21,323


$
36,166


$
44,844Net income per share:Basic

$
1.22


$
1.52


$
2.54


$
3.19Diluted

$
1.20


$
1.50


$
2.50


$
3.14Weighted average shares outstanding:Basic


14,288



14,001



14,234



14,052Diluted


14,509



14,248



14,486



14,294    4




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STRAYER
    EDUCATION, INC.
    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
    COMPREHENSIVE INCOME

(in thousands) For the three months


For the six monthsended June 30,


ended June 30,2007


2008


2007


2008Net income

$
17,360


$
21,323


$
36,166


$
44,844Other comprehensive income:Unrealized (loss) on investment, net of taxes


(89
)


(69
)


(58
)


(250
)Comprehensive income

$
17,271


$
21,254


$
36,108


$
44,594    5




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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, 2006


14,293,584


$
141


$
87,487


$
84,043


$
(144
)

$
171,527Exercise of stock options


313,300



3



12,285











12,288Tax benefit from exercise of stock options










9,963











9,963Repurchase of common stock


(132,764
)


(1
)


(15,997
)










(15,998
)Restricted stock grants


22,802



2



(2
)










Stock-based compensation










4,838











4,838Common stock dividends














(9,082
)






(9,082
)Change in net unrealized gains (losses) on marketable
    securities, net of income tax


















(58
)


(58
)Net income














36,166







36,166Balance at June 30, 2007


14,496,922


$
145


$
98,574


$
111,127


$
(202
)

$
209,644   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



10,323











10,325Tax benefit from exercise of stock options










11,498











11,498Repurchase of common stock


(419,682
)


(4
)


(68,972
)










(68,976
)Restricted stock grants


42,937



















Stock-based compensation










5,487











5,487Common stock dividends














(10,691
)






(10,691
)Change in net unrealized gains (losses) on marketable
    securities, net of income tax


















(250
)


(250
)Net income














44,844







44,844Balance at June 30, 2008


14,272,889


$
142


$
45,416


$
135,255


$
(69
)

$
180,744    6




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STRAYER
    EDUCATION, INC.UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
    CASH FLOWS
 (in thousands)
  For the six monthsended June 30,2007


2008Cash flows from operating activities:Net income

$
36,166


$
44,844Adjustments to reconcile net income to net cash provided by
    operating activities:Amortization of deferred rent


(61
)


(217
)Amortization of gain on sale of assets


(7
)


(141
)Gain on marketable securities






(785
)Depreciation and amortization


4,096



4,991Deferred income taxes


(3,318
)


(2,059
)Stock-based compensation


4,838



5,487Changes in assets and liabilities:Tuition receivable, net


(3,094
)


(1,755
)Other current assets


(289
)


(1,298
)Other assets


(14
)


(64
)Accounts payable


(611
)


(1,111
)Accrued expenses


232



1,155Income taxes payable


13,567



5,098Excess tax benefits from stock-based payment arrangements


(9,963
)


(11,498
)Unearned tuition


3,039



461Deferred lease incentives






363Net cash provided by operating activities


44,581



43,471Cash flows from investing activities:Purchases of property and equipment


(7,357
)


(10,032
)Proceeds from sale of property and equipment


5,754



Purchases of marketable securities






(30,180
)Proceeds from the sale of marketable securities






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


(1,603
)


36,573Cash flows from financing activities:Regular common dividends paid


(9,082
)


(10,691
)Special common dividends paid






(28,854
)Proceeds from exercise of stock options


12,288



10,325Excess tax benefits from stock-based payment arrangements


9,963



11,498Repurchase of common stock


(15,998
)


(68,976
)Net cash (used in) financing activities


(2,829
)


(86,698
)Net increase (decrease) in cash and cash equivalents


40,149



(6,654
)Cash and cash equivalents  beginning of period


52,663



95,036Cash and cash equivalents  end of period

$
92,812


$
88,382Non-cash transactions:Purchases of property and equipment included in accounts payable

$
1,019


$
843    7




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STRAYER
    EDUCATION, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS
 Information as of June 30, 2007 and 2008 is
    unaudited.
  1.
    Basis of
    Presentation        Form 10-K
  2.
    Nature of
    Operations    3.
    Earnings
    Per Share   8




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##### Table of Contents



For the three months


For the six monthsended June 30,


ended June 30,2007


2008


2007


2008Weighted average shares outstanding used to compute basic net
    income per share


14,288



14,001



14,234



14,052Incremental shares issuable upon the assumed exercise of stock
    options


134



74



176



66Unvested restricted stock


87



173



76



176Shares used to compute diluted net income per share


14,509



14,248



14,486



14,294   4.
    Credit
    Facilities    5.
    Stockholders
    Equity  Common
    stock
    Stock-based
    compensation
  Share-based Payment,
   9




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##### Table of Contents



Stock-based
    compensation plans
              Weighted-Weighted-


averageaverage


remaining


AggregateNumber of


exercise


contractual


intrinsic
    value(1)shares


price


life (yrs.)


(in thousands)Balance, December 31, 2007


390,084


$
71.35



2.6


$
38,710Grants






Exercises


(223,000
)

$
47.68Forfeitures






Balance, June 30, 2008


167,084


$
102.98



4.3


$
17,725Vested, June 30, 2008


16,667


$
64.22



1.0


$
2,414Exercisable, June 30, 2008


16,667


$
64.22



1.0


$
2,414     (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 10




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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.    For the six months ended June 30,2007


2008Proceeds from stock options exercised

$
12,288


$
10,325Excess tax benefits related to stock options exercised and
    vested restricted stock


9,963



11,498Intrinsic value of stock options
    exercised(1)


25,706



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-Exercise


outstanding


contractual life


average


exercisable at


averageprices


at 6/30/08


(yrs.)


exercise price


6/30/08


exercise price$
61.81



10,000



0.9


$
61.81



10,000


$
61.81$
67.84



6,667



1.9


$
67.84



6,667


$
67.84$
107.28



150,417



4.6


$
107.28







167,084



4.3


$
102.98



16,667


$
64.22     Weighted-Number of


averageshares


grant priceBalance, December 1, 2007


225,642


$
103.97Grants


45,153



154.63Vested shares


(15,006
)


81.43Forfeitures


(2,216
)


115.73Balance, June 30, 2008


253,573


$
119.17    11




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Valuation
    and Expense Information Under FAS 123(R)
    For the three months ended June 30,


For the six months ended June 30,2007


2008


2007


2008Instruction and educational support

$
178


$
365


$
343


$
693Selling and promotion


160



229



306



437General and administration


2,193



2,217



4,391



4,909Stock-based compensation expense included in operating expense


2,531



2,811



5,040



6,039Tax benefit


961



1,068



1,914



2,294Stock-based compensation expense, net of tax

$
1,570


$
1,743


$
3,126


$
3,745   6.
    Investments
    in Marketable Securities  Accounting for Certain Investments in Debt and Equity
    Securities.
    7.
    Long-Term
    Liabilities  Lease
    Incentives
  Bulletin No. 88-1,
 12




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##### Table of Contents



Lease
    Obligations
  Bulletin No. 85-3, Accounting for Operating Leases with Schedule Rent
    Increases,
  Deferred
    Gain
  10-year
  8.
    Income
    Taxes  Accounting for
    Uncertainty in Income Taxes (FIN 48) 2004-2007
  9.
    Recent
    Accounting Pronouncements  Fair Value
    Measurements,
  The Fair Value
    Option for Financial Assets and Financial Liabilities
 13




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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 June 30, 2008 Compared to Three Months Ended
    June 30, 2007
  Enrollment.
  Revenues.
 14




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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.
  Six
    Months Ended June 30, 2008 Compared to Six Months Ended
    June 30, 2007
  Enrollment.
  Revenues.
  Instruction and educational support
    expenses.
 15




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Selling and promotion expenses.
  General and administration expenses.
  Income from operations.
  Investment and other income.
  Provision for income taxes.
  Net income.
  Liquidity
    and Capital Resources
     16




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Payments due by period (in thousands)Total

Within 1 Year

2-3 Years

4-5 Years

After 5 YearsOperating leases

$
135,943


$
19,137


$
39,661


$
32,209


$
44,936   New
    Campuses
    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 June 30, 2008.
    Based upon such review, the Chief Executive Officer and Chief
    Financial Officer have concluded that the Company has in place,
    as of June 30, 2008, effective controls and 17




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##### Table of Contents



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 June 30, 2008 that have materially
    affected, or are reasonably likely to materially affect, the
    Companys internal control over financial reporting. 18




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PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors  Form 10-K
  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 3/31/08)













$
25.6April














May


66,599


$
195.45



66,599



(13.0
)June














Total (at 6/30/08)


66,599


$
195.45



66,599


$
12.6     (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.  Item 3.
    Defaults
    Upon Senior Securities.   19




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##### Table of Contents



Item 4.
    Submission
    of Matter to a Vote of Security Holders.        For


WithheldRobert S. Silberman


13,066,387



123,129Dr. Charlotte F. Beason


13,066,448



173,129William E. Brock


13,229,685



9,892David A. Coulter


13,147,078



92,499Gary Gensler


13,230,004



9,573Robert R. Grusky


13,229,846



9,731Robert L. Johnson


13,229,947



9,630Todd A. Milano


13,061,173



178,404G. Thomas Waite, III


13,065,803



173,774J. David Wargo


13,229,178



10,399     For

Against

Abstain13,166,677

172,007

5,150   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.  20




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SIGNATURES    STRAYER EDUCATION, INC.
  By:
    /s/  Mark
    C. Brown   
   21




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##### 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.  22