This Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") contains certain forward-looking statements within the
meaning of Section 21E of the Exchange Act. Historical results may not indicate
future performance. Our forward-looking statements reflect our current views
about future events, are based on assumptions, and are subject to known and
unknown risks and uncertainties that could cause actual results to differ
materially from those contemplated by these statements. Factors that may cause
differences between actual results and those contemplated by forward-looking
statements include, but are not limited to, those discussed in "Risk Factors" in
Part I, Item 1A, of this Annual Report. We undertake no obligation to publicly
update or revise any forward-looking statements, including any changes that
might result from any facts, events, or circumstances after the date hereof that
may bear upon forward-looking statements. Furthermore, we cannot guarantee
future results, events, levels of activity, performance, or achievements.

This MD&A is intended to assist in understanding and assessing the trends and
significant changes in our results of operations and financial condition. As
used in this MD&A, the words, "we," "our" and "us" refer to Stride, Inc. and its
consolidated subsidiaries. This MD&A should be read in conjunction with our
consolidated financial statements and related notes included elsewhere in this
Annual Report. The following overview provides a summary of the sections
included in our MD&A:

? Executive Summary-a general description of our business and key highlights of

the year ended June 30, 2022.

? Key Aspects and Trends of Our Operations-a discussion of items and trends that

may impact our business in the upcoming year.

? Critical Accounting Estimates-a discussion of critical accounting estimates

requiring judgments and the application of critical accounting policies.

? Results of Operations-an analysis of our results of operations in our

consolidated financial statements.

Liquidity and Capital Resources-an analysis of cash flows, sources and uses of

? cash, commitments and contingencies, seasonality in the results of our

operations, and quantitative and qualitative disclosures about market risk.




Executive Summary

We are an education services company providing virtual and blended learning. Our
technology-based products and services enable our clients to attract, enroll,
educate, track progress, and support students. These products and services,
spanning curriculum, systems, instruction, and support services are designed to
help learners of all ages reach their full potential through inspired teaching
and personalized learning. Our clients are primarily public and private schools,
school districts, and charter boards. Additionally, we offer solutions to
employers, government agencies and consumers.

We offer a wide range of individual products and services, as well as customized
solutions, such as our most comprehensive school-as-a-service offering which
supports our clients in operating full-time virtual or blended schools.  More
than three million students have attended schools powered by Stride curriculum
and services since our inception.

Our solutions address two growing markets: General Education and Career
Learning.

          General Education                          Career Learning
?   School-as-a-service                   ?  Stride Career Prep
                                          school-as-a-service
?   Stride Private Schools                ?  Learning Solutions Career Learning
                                          software and services sales
?   Learning Solutions software and
services sales                            ?  Adult Learning


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Products and services for the General Education market are predominantly focused
on core subjects, including math, English, science and history, for kindergarten
through twelfth grade students to help build a common foundation of knowledge.

Programs utilizing General Education products and services are for students that are not specializing in any particular curriculum or course of study.


 These programs provide an alternative to traditional school options and address
a range of student needs including, safety concerns, increased academic support,
scheduling flexibility, physical/health restrictions or advanced learning.
Products and services are sold as a comprehensive school-as-a-service offering
or à la carte.

Career Learning products and services are focused on developing skills to enter
and succeed in careers in high-growth, in-demand industries-including
information technology, health care and general business. We provide middle and
high school students with Career Learning programs that complement their core
general education coursework in math, English, science and history. Stride
offers multiple career pathways supported by a diverse catalog of Career
Learning courses. The middle school program exposes students to a variety of
career options and introduces career skill development. In high school, students
may engage in industry content pathway courses, project-based learning in
virtual teams, and career development services. High school students also have
the opportunity to progress toward certifications, connect with industry
professionals, earn college credits while in high school, and participate in job
shadowing and/or work-based learning experiences that are required to succeed in
today's digital, tech-enabled economy. A student enrolled in a school that
offers Stride's General Education program may elect to take Career Learning
courses, but that student and the associated revenue is reported as a General
Education enrollment and General Education revenue. A student and the associated
revenue is counted as a Career Learning enrollment or Career Learning revenue
only if the student is enrolled in a Career Learning program or school. Like
General Education products and services, the products and services for the
Career Learning market are sold as a comprehensive school-as-a-service offering
or à la carte.  We also offer focused post-secondary career learning programs to
adult learners, through Galvanize, Inc. ("Galvanize"), Tech Elevator, Inc.
("Tech Elevator"), and MedCerts, LLC ("MedCerts"). These include skills training
in the software engineering, healthcare, and medical fields, as well as
providing staffing and talent development services to employers. These programs
are offered directly to consumers, as well as to employers and government
agencies.

For both the General Education and Career Learning markets, the majority of
revenue is derived from our comprehensive school-as-a-service offering which
includes an integrated package of curriculum, technology systems, instruction,
and support services that we administer on behalf of our customers. The average
duration of the agreements for our school-as-a-service offering is greater than
five years, and most provide for automatic renewals absent a customer
notification of non-renewal. During any fiscal year, we may enter into new
agreements, receive non-automatic renewal notices, negotiate replacement
agreements, terminate such agreements or receive notices of termination, or
customers may transition a school to a different offering. For the 2021-2022
school year, we provided our school-as-a-service offering for 80 schools in 30
states and the District of Columbia in the General Education market, and 42
schools or programs in 24 states in the Career Learning market.

We generate a significant portion of our revenues from the sale of curriculum,
administration support and technology services to virtual and blended public
schools. The amount of revenue generated from these contracts is impacted
largely by the number of enrollments, the mix of enrollments across grades and
states, state or district per student funding levels and attendance requirement,
among other items. The average duration of the agreements for our
school-as-a-service offering is greater than five years, and most provide for
automatic renewals absent a customer notification within a negotiated time
frame.

The two key financial metrics that we use to assess financial performance are
revenues and operating income. During the year ended June 30, 2022, revenues
increased to $1,686.7 million from $1,536.8 million in the prior year, an
increase of 9.8%. Over the same period, operating income increased to $156.6
million from $110.5 million in the prior year, an increase of 41.7%. Increases
in operating income are driven by revenue growth, increases in gross margin and
reductions in selling, general, and administrative expenses. Additionally, we
use the non-financial metric of total enrollments to assess performance, as
enrollment is a key driver of our revenues. Total enrollments for the year ended
June 30, 2022 was 185.1 thousand, a decrease of 1.2 thousand, or 0.6%, over the
prior year.

While the long-term impact of the global emergence of COVID-19 is not estimable or determinable, in late fiscal



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year 2020, we experienced an increase in demand for our products and services.

Environmental, Social and Governance



As overseers of risk and stewards of long-term enterprise value, Stride's Board
of Directors plays a vital role in assessing our organization's environmental
and social impacts.  They are also responsible for understanding the potential
impact and related risks of environmental, social and governance ("ESG") issues
on the organization's operating model. Our Board and management are committed to
identifying those ESG issues most likely to impact business operations and
growth. We craft policies that are appropriate for our industry and that are of
concern to our employees, investors, customers and other key stakeholders. Our
Board ensures that the Company's leaders have ample opportunity to leverage ESG
for the long-term good of the organization, its stakeholders, and society. Each
Committee of the Board monitors ESG efforts in their respective areas, with the
Nominating and Governance Committee coordinating across all Committees.

Since our inception twenty years ago, we have removed barriers that impact
academic equity. We provide high-quality education for anyone-particularly those
in underserved communities-as a means to foster economic empowerment and address
societal inequities from kindergarten all the way through college and career
readiness. We recently reinforced our commitment in this area by launching
several initiatives including initially offering scholarships to advance
education and career opportunities for black students, expanding career pathways
in socially responsible law enforcement and increasing employment of black
teachers at Stride-powered schools.  We are also developing interactive, modular
courses focused on racial equity and social justice that are being made
available for free to every public school.

Among the many ESG issues we support within the Company, we endeavor to promote
diversity and inclusion across every aspect of the organization. We sponsor
employee resource groups to provide support for female, minority, differently
abled, LGBTQ+, and veteran employees and support employee volunteer efforts.
 Our commitment is evident in the make-up of our leadership team.  We have more
minorities in executive management and more women in executive management than
the representative population. Importantly, our Board of Directors is also
diverse with female, Hispanic, and African American members.

Our commitment to ESG initiatives is an endeavor both the Board and management
undertake for the general betterment of those both inside and outside of our
Company.

The nature of our business supports environmental sustainability.  Most of our
employees work from home and most students at Stride-powered schools attend
virtual classes, even prior to the COVID-19 crisis, reducing the carbon output
from commuting in cars or buses. Our online curriculum reduces the need for
paper.  Our meetings are most often held virtually using digital first
presentations rather than paper.

Key Aspects and Trends of Our Operations

Revenues-Overview



We generate a significant portion of our revenues from the sale of curriculum,
administration support and technology services to virtual and blended public
schools. We anticipate that these revenues will continue to represent the
majority of our total revenues over the next several years. However, we also
expect revenues in other aspects of our business to continue to increase as we
execute on our growth strategy. Our growth strategy includes increasing revenues
in other distribution channels, expanding our adult learning training programs,
adding enrollments in our private schools, and expanding our learning solutions
sales channel. Combined revenues from these other sectors were significantly
smaller than those from the virtual and blended public schools we served in the
year ended June 30, 2022. Our success in executing our strategies will impact
future growth. We have several sales channels from which we generate revenues
that are discussed in more detail below.

Factors affecting our revenues include:

(i) the number of enrollments;

(ii) the mix of enrollments across grades and states;




 (iii) administrative services and curriculum sales provided to the schools and
       school districts;


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(iv) state or district per student funding levels and attendance requirements;

(v) prices for our products and services;

(vi) growth in our adult learning programs; and

(vii) revenues from new initiatives, mergers and acquisitions.

Virtual and Blended Schools



The virtual and blended schools we serve offer an integrated package of systems,
services, products, and professional expertise that we administer to support a
virtual or blended public school. Customers of these programs can obtain the
administrative support, information technology, academic support services,
online curriculum, learning system platforms and instructional services under
the terms of a negotiated service and product agreement. We provide our
school-as-a-service offerings to virtual and blended public charter schools and
school districts.

We define an enrollment as any student enrolled in a full service virtual or
blended public school where we provide a combination of curriculum, technology,
instructional and support services inclusive of administrative support.
Generally, students will take four to six courses, except for some kindergarten
students who may participate in half-day programs. We count each half-day
kindergarten student as an enrollment. School sessions generally begin in August
or September and end in May or June. To ensure that all schools are reflected in
our measure of enrollments, we consider the number of students on September 30th
to be our opening enrollment level, and the number of students enrolled on the
last day of May to be our ending enrollment level. For each period, average
enrollments represent the average of the month-end enrollment levels for each
school month in the period. We continually evaluate our enrollment levels by
state, by school and by grade. We track new student enrollments and withdrawals
throughout the year.

We believe that our revenue growth from enrollments depends upon the following:

? the number of states and school districts in which we operate;

? the mix of students served;

? the restrictive terms of local laws or regulations, including enrollment caps;

? the appeal of our curriculum and instructional model to students and families;

? the specific school or school district requirements including credit recovery

or special needs;

? the effectiveness of our program in delivering favorable academic outcomes;

? the quality of the teachers working in the schools we serve;

? the effectiveness of our marketing and recruiting programs to attract new

enrollments; and

? retention of students through successive grade levels.


We continually evaluate our trends in revenues by monitoring the number of
student enrollments in total, by state, by school and by grade, assessing the
impact of changes in school funding levels, school mix (distribution of
enrollments by school), changes in state funding rates and higher utilization in
federal and state restricted funding per student, and the pricing of our
curriculum and educational services.

Enrollments in virtual and blended schools on average generate substantially
more revenues than enrollments served through our other sales channels where we
provide limited or no administrative services.

Learning Solutions


Our Learning Solutions sales channel distributes our software and services to
schools and school districts across the U.S.  Over the past few years, public
schools and school districts have been increasingly adopting online solutions to
augment teaching practices, launch new learning models, cost-effectively expand
course offerings, provide schedule flexibility, improve student engagement,
increase graduation rates, replace textbooks, and retain students. State
education

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funds traditionally allocated for textbook and print materials have also been
authorized for the purchase of digital content, including online courses, and in
some cases mandated access to online courses. With the impact of the COVID-19
pandemic on education, school districts are seeking more complete virtual
learning solutions in addition to curriculum, including virtual instructional
delivery, scheduling, attendance monitoring for virtual instructional sessions,
teacher professional development, consulting support in effective virtual
instruction, and special education accommodations. Additionally, districts are
seeking support for implementations that blend virtual and in-person
instruction.

To address the growing need for digital solutions and the recently emerging need
for comprehensive virtual solutions, our Learning Solutions team provides
curriculum and technology solutions, packaged in a portfolio of flexible
learning and delivery models mapped to specific student and/or district needs.
This portfolio approach provides a continuum of delivery models, from full-time
programs to individual course sales and supplemental options that can be used in
traditional classrooms to differentiate instruction. Our Learning Solutions team
strives to partner with public schools and school districts, primarily in the
U.S., to provide more options and better tools to empower teachers to improve
student achievement through personalized learning in traditional, blended and
online learning environments and to provide comprehensive support for teachers
and administrators to deliver effective virtual and blended instructions.

Sales opportunities are driven by a number of factors in a diverse customer population, which determine the deliverable and price. These factors include:

? Type of Customer-A customer can be a public school district, private school,

charter school, early childhood learning center or corporate partner.

Curriculum Needs-We sell our curriculum solutions based on the scope of the

? customer need, and a solution is generally purchased as end-user access to a

complete catalog, individual course or supplemental content title.

License Options-Depending on the scope of the solution, a license can be

? purchased for individual course enrollments, annual seat, school or

district-wide site licenses or a perpetual license (a prepaid lifetime

license). We may charge incrementally if we are hosting the solution.

Hosting-Customers may host curricula themselves or license our hosted solution.

We are able to track all students for customers who use our hosted solution.

? However, more often in large-scale, district-wide implementations, a customer

may choose to host the curriculum, and in that case, we have no visibility of

individual student usage for counting enrollments.

Services Menu-Instructional services may be provided and priced per-enrollment

? or bundled in the overall price of the solution. Additional services, including

professional development, title maintenance and support may also be provided

and are priced based on the scope of services.

Private Schools


Private schools are schools where tuition is paid directly by the family of the
student. We receive no public funds for students in our private schools. We
operate three accredited private online schools at differing price points and
service levels. We define an enrollment as any student enrolled in one of these
schools where we provide a combination of curriculum, technology, instructional
and support services inclusive of administrative support. Our revenues are
derived from tuition receipts that are a function of course enrollments and
program price. In some circumstances, a third-party school may elect to enroll
one of its students in a Stride private school course as a supplement to the
student's regular on-campus instruction. In such cases, the third-party school
may pay the Stride private school tuition. We have entered into agreements that
enable us to distribute our products and services to our international school
partners who use our courses to provide electives offerings and dual diploma
programs.

We believe our revenue growth depends primarily on the recruitment of students
into our programs through effective marketing and word-of-mouth referral based
on the quality of our service. In addition, through high service quality, we
seek to retain existing students and increase the total number of courses each
student takes with us. In some cases, students return each summer and take only
one course. In other cases, students choose a Stride private school as their
principal form of education and may stay for many years. The flexibility of our
programs, the quality of our curriculum and teaching, and the student community
features lead to customer satisfaction and therefore, retention.

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Consumer Sales

We also sell individual K-8 online courses and supplemental educational products
directly to families. These purchasers desire to educate their children as
homeschoolers, outside of the traditional school system or to supplement their
child's existing public or private school education without the aid of an online
teacher. Customers of our consumer products have the option of purchasing a
complete grade-level curriculum for grades K-8, individual courses, or a variety
of other supplemental products, covering various subjects depending on their
child's needs. Typical applications include summer school course work,
home-schooling and educational supplements.

Similar to our private schools, we believe our revenue growth depends primarily
on the recruitment of students into our programs through effective marketing and
word-of-mouth referral based on the quality of our service.

Adult Learning


We offer adult learning training programs through Galvanize, Tech Elevator, and
MedCerts, which provide programs that address the skills gap facing companies in
the information technology and health care sectors. Galvanize and Tech Elevator
offer in-person and remote immersive full-time programs designed for adult
learners looking to advance their technology careers by providing such learners
with skills and real-world experiences. These programs are offered in software
engineering. MedCerts provides self-paced, fully online structured training
programs that lead to certifications in the health care field. In many cases,
Galvanize, Tech Elevator, and MedCerts work directly with a company to create a
customized, tailored education plan to help the company reach its goals and
train its employees according to such plan.

We believe that revenue growth in our adult learning brands depends on our
ability to identify and attract prospective learners through various marketing
channels.  Continued growth in these brands will also require that we
demonstrate success in placing these learners in jobs following their completion
of the program.

Instructional Costs and Services Expenses



Instructional costs and services expenses include expenses directly attributable
to the educational products and services we provide. The public schools we
administer are the primary drivers of these costs, including teacher and
administrator salaries and benefits and expenses of related support services. We
also employ teachers and administrators for instruction and oversight in
Learning Solutions and Private Schools. Instructional costs also include
fulfillment costs of student textbooks and materials, depreciation and
reclamation costs of computers provided for student use, the cost of any
third-party online courses and the amortization of capitalized curriculum and
related systems. Our instructional costs are variable and are based directly on
our number of schools and enrollments.

Our high school offering requires increased instructional costs as a percentage
of revenues compared to our kindergarten to 8th grade offering. This is due to
the following: (i) generally lower student-to-teacher ratios; (ii) higher
compensation costs for some teaching positions requiring subject-matter
expertise; (iii) ancillary costs for required student support services,
including college placement, SAT preparation and guidance counseling; (iv) use
of third-party courses to augment our proprietary curriculum; and (v) use of a
third-party learning management system to service high school students. Over
time, we may partially offset these factors by obtaining productivity gains in
our high school instructional model, replacing third-party high school courses
with proprietary content, replacing our third-party learning management system
with another third-party system, leveraging our school infrastructure and
obtaining purchasing economies of scale.

We have deployed and are continuing to develop new delivery models, including
blended schools, where students receive limited face-to-face instruction in a
learning center to complement their online instruction, and other programs that
utilize brick and mortar facilities. The maintenance, management and operations
of these facilities necessitate additional costs, which are generally not
required to operate typical virtual public schools. We are pursuing expansion
into new states for both virtual public and other specialized charter schools.
If we are successful, we will incur start-up costs and other expenses associated
with the initial launch of a school, including the funding of building leases
and leasehold improvements.

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Selling, General and Administrative Expenses

Selling, general, and administrative expenses include the salaries and benefits of employees engaged in business development, public affairs, sales and marketing, and administrative functions, and transaction and due diligence expenses related to mergers and acquisitions.



Also included are product development expenses which include research and
development costs and overhead costs associated with the management of both our
curriculum development and internal systems development teams. In addition,
product development expenses include the amortization of internal systems. We
measure and track our product development expenditures on a per course or
project basis to measure and assess our development efficiency. In addition, we
monitor employee utilization rates to evaluate our workforce efficiency. We plan
to continue to invest in additional curriculum development and related software
in the future. We capitalize selected costs incurred to develop our curriculum,
beginning with application development, through production and testing into
capitalized curriculum development costs. We capitalize certain costs incurred
to develop internal systems into capitalized software development costs.

Critical Accounting Estimates



The discussion of our financial condition and results of operations is based
upon our consolidated financial statements, which have been prepared in
accordance with U.S. GAAP. In the preparation of our consolidated financial
statements, we are required to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenues and expenses, as well as the
related disclosures of contingent assets and liabilities. We base our estimates
on historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. The results of our analysis form the basis
for making assumptions about the carrying values of assets and liabilities that
are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions, and the impact of
such differences may be material to our consolidated financial statements. Our
critical accounting policies have been discussed with the Audit Committee of our
Board of Directors. We believe that the following critical accounting policies
affect the more significant judgments and estimates used in the preparation of
our consolidated financial statements:

Revenue Recognition

Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services using the following steps:

? identify the contract, or contracts, with a customer;

? identify the performance obligations in the contract;

? determine the transaction price;

? allocate the transaction price to the performance obligations in the contract;

and

? recognize revenue when, or as, the Company satisfies a performance obligation.




Revenues related to the products and services that we provide to students in
kindergarten through twelfth grade or adult learners are considered to be
General Education or Career Learning based on the school or adult program in
which the student is enrolled. General Education products and services are
focused on core subjects, including math, English, science and history, for
kindergarten through twelfth grade students to help build a common foundation of
knowledge. Career Learning products and services are focused on developing
skills to enter and succeed in careers in high-growth, in-demand
industries-including information technology, business, and health services, for
students in middle school through high school and adult learners.

The majority of our contracts are with the following types of customers:

? a virtual or blended school whereby the amount of revenue is primarily

determined by funding the school receives;

? a school or individual who licenses certain curriculum on a subscription or

course-by-course basis; or

? an enterprise who contracts with the Company to provide job training.




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Funding-based Contracts

We provide an integrated package of systems, services, products, and
professional expertise that is administered together to support a virtual or
blended public school. Contractual agreements generally span multiple years with
performance obligations being isolated to annual periods which generally
coincide with our fiscal year. Customers of these programs can obtain
administrative support, information technology, academic support services,
online curriculum, learning systems platforms and instructional services under
the terms of a negotiated service agreement. The schools receive funding on a
per student basis from the state in which the public school or school district
is located. Shipments of materials for schools that occur in the fourth fiscal
quarter and for the upcoming school year are recorded in deferred revenue.

We generate revenues under contracts with virtual and blended public schools and include the following components, where required:

? providing each of a school's students with access to our online school and

lessons;

? offline learning kits, which include books and materials to supplement the

online lessons;

? the use of a personal computer and associated reclamation services;

? internet access and technology support services;

? instruction by a state-certified teacher; and

management and technology services necessary to support a virtual or blended

? school. In certain contracts, revenues are determined directly by per

enrollment funding.




To determine the pro rata amount of revenue to recognize in a fiscal quarter, we
estimate the total expected funds each school will receive in a particular
school year. Total funds for a school are primarily a function of the number of
students enrolled in the school and established per enrollment funding levels,
which are generally published on an annual basis by the state or school
district. We review its estimates of funding periodically, and updates as
necessary, by adjusting its year-to-date earned revenues to be proportional to
the total expected revenues to be earned during the fiscal year. Actual school
funding may vary from these estimates and the impact of these differences could
impact our results of operations. Since the end of the school year coincides
with the end of our fiscal year, annual revenues are generally based on actual
school funding and actual costs incurred (including costs for our services to
the schools plus other costs the schools may incur). Our schools' reported
results are subject to annual school district financial audits, which
incorporate enrollment counts, funding and other routine financial audit
considerations. The results of these audits are incorporated into the Company's
monthly funding estimates for the current and prior periods. For the years ended
June 30, 2021, 2020 and 2019, the Company's aggregate funding estimates differed
from actual reimbursements impacting total reported revenue by approximately
1.4%, (0.1)%, and 0.6%, respectively.

Each state and/or school district has variations in the school funding formulas
and methodologies that it uses to estimate funding for revenue recognition at
its respective schools. As the Company estimates funding for each school, it
takes into account the state definition for count dates on which reported
enrollment numbers will be used for per pupil funding. The parameters the
Company considers in estimating funding for revenue recognition purposes include
school district count definitions, withdrawal rates, new registrations, average
daily attendance, special needs enrollment, academic progress, historical
completion, student location, funding caps and other state specified categorical
program funding.

Under the contracts where we provide products and services to schools, we are
responsible for substantially all of the expenses incurred by the school and
have generally agreed to absorb any operating losses of the schools in a given
school year. These school operating losses represent the excess of costs
incurred over revenues earned by the virtual or blended public school (the
school's expected funding), as reflected in its respective financial statements,
including our charges to the schools. To the extent a school does not receive
sufficient funding for each student enrolled in the school, the school would
still incur costs associated with serving the unfunded enrollment. If losses due
to unfunded enrollments result in a net operating loss for the year that loss is
reflected as a reduction in the revenues and net receivables that we collect
from the school. A school net operating loss in one year does not necessarily
mean we anticipate losing money on the entire contract with the school. However,
a school's net operating loss may reduce our ability to collect its management
fees in full and recognized revenues are constrained to reflect the expected
cash collections from such schools. We record the school's estimated net
operating loss against revenues based upon the percentage of actual revenues in
the period to total estimated revenues for the fiscal year. Actual school net
operating losses may vary from these estimates or revisions, and the impact of
these differences could have a material impact on results of operations.

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Subscription-based Contracts



We provide certain online curriculum and services to schools and school
districts under subscription agreements. Revenues from the licensing of
curriculum under subscription arrangements are recognized on a ratable basis
over the subscription period. Revenues from professional consulting, training
and support services are deferred and recognized ratably over the service
period.

In addition, we contract with individual customers who have access for one to
two years to company-provided online curriculum and generally prepay for
services to be received. Adult learners enroll in courses that provide
specialized training in a specific industry. Each of these contracts are
considered to be one performance obligation. We recognize these revenues pro
rata over the maximum term of the customer contract based on the defined
contract price.

Enterprise Contracts



We provide job training over a specified contract period to enterprises. Each of
these contracts are considered to be one performance obligation. We recognize
these revenues based on the number of students trained during the term of the
contract based on the defined contract price.

Income Taxes



Accounting for income taxes prescribes the use of the asset and liability method
to compute the differences between the tax bases of assets and liabilities and
the related financial amounts, using currently enacted tax laws. If necessary, a
valuation allowance is established, based on the weight of available evidence,
to reduce deferred tax assets to the amount that is more likely than not to be
realized. Realization of the deferred tax assets, net of deferred tax
liabilities, is principally dependent upon achievement of sufficient future
taxable income. We exercise significant judgment in determining our provisions
for income taxes, our deferred tax assets and liabilities and our future taxable
income for purposes of assessing our ability to utilize any future tax benefit
from our deferred tax assets.

Although we believe that our tax estimates are reasonable, the ultimate tax determination involves significant judgments that could become subject to examination by tax authorities in the ordinary course of business. We periodically assess the likelihood of adverse outcomes resulting from these examinations to determine the impact on our deferred taxes and income tax liabilities and the adequacy of our provision for income taxes. Changes in income tax legislation, statutory income tax rates or future taxable income levels, among other things, could materially impact our valuation of income tax assets and liabilities and could cause our income tax provision to vary significantly among financial reporting periods.



We have a valuation allowance on net deferred tax assets of $6.7 million and
$5.0 million as of June 30, 2022 and 2021, respectively, for the amount that
will likely not be realized.

Results of Operations

Impacts of COVID-19 on Stride's Business



While the long-term impact of the global emergence of COVID-19 is not estimable
or determinable, in late fiscal year 2020, we experienced an increase in demand
for our products and services.

We continue to conduct business as usual with some modifications to employee
travel, employee work locations, and cancellation of certain events. We will
continue to actively monitor the situation and may take further actions that
alter our business operations as may be required by federal, state or local
authorities or that we determine are in the best interests of our employees,
customers, partners, suppliers and stockholders. It is not clear what the
potential effects any such alterations or modifications may have on our
business, including the effects on our customers and prospects, or on our
long-term financial results.

Lines of Revenue

We operate in one operating and reportable business segment as a technology-based education company providing proprietary and third-party curriculum, software systems and educational services designed to facilitate individualized learning. The Chief Operating Decision Maker evaluates profitability based on consolidated results. We



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have two lines of revenue: (i) General Education and (ii) Career Learning.

Enrollment Data



The following table sets forth total enrollment data for students in our General
Education and Career Learning lines of revenue.  Enrollments for General
Education and Career Learning only include those students in full service public
or private programs where Stride provides a combination of curriculum,
technology, instructional and support services inclusive of administrative
support. No enrollments are included in Career Learning for Galvanize, Tech
Elevator or MedCerts. This data includes enrollments for which Stride receives
no public funding or revenue.

If the mix of enrollments changes, our revenues will be impacted to the extent
the average revenue per enrollment is significantly different. We do not award
or permit incentive compensation to be paid to our public school program
enrollment staff or contractors based on the number of students enrolled.

The following represents our current enrollment for each of the periods
indicated:

                                       Year Ended June 30,              2022 / 2021             2021 / 2020
                                    2022       2021       2020       Change     Change %    Change     Change %

                                                         (In thousands, except percentages)

General Education (1)                143.2      156.7      107.8      (13.5)      (8.6%)       48.9       45.4%
Career Learning (1) (2)               41.9       29.6       13.1        12.3       41.6%       16.5      126.0%
Total Enrollment                     185.1      186.3      120.9       (1.2)      (0.6%)       65.4       54.1%

Enrollments reported for the first quarter are equal to the official count (1) date number, which was September 30, 2021 for the first quarter of fiscal

year 2022 and October 1, 2020 for the first quarter of fiscal year 2021.

(2) No enrollments are included in Career Learning for Galvanize, Tech Elevator


    or MedCerts.


Revenue Data

Revenues are captured by market based on the underlying customer contractual
agreements. Where customers purchase products and services for both General
Education and Career Learning markets we allocate revenues based on the program
for which each student is enrolled. All kindergarten through fifth grade
students are considered General Education students. Periodically, a middle
school or high school student enrollment may change line of revenue
classification.

The following represents our current revenues for each of the periods indicated:



                                      Year Ended June 30,                 

Change 2022 / 2021 Change 2021 / 2020


                               2022           2021           2020             $           %            $           %

                                                         (In thousands, 

except percentages)


General Education           $ 1,273,783    $ 1,280,199    $   933,809    $   (6,416)    (0.5%)    $   346,390     37.1%
Career Learning
Middle - High School            321,416        200,774         96,003        120,642     60.1%        104,771    109.1%
Adult                            91,467         55,787         10,953         35,680     64.0%         44,834    409.3%
Total Career Learning           412,883        256,561        106,956      

 156,322     60.9%        149,605    139.9%
Total Revenues              $ 1,686,666    $ 1,536,760    $ 1,040,765    $   149,906      9.8%    $   495,995     47.7%


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Products and Services

Stride has invested over $600 million in the last twenty years to develop
curriculum, systems, instructional practices and support services that enable us
to support hundreds of thousands of students. The following describes the
various products and services that we provide to customers.  Products and
services are provided on an individual basis as well as customized solutions,
such as our most comprehensive school-as-a-service offering which supports our
clients in operating full-time virtual or blended schools. Stride is
continuously innovating to remain at the forefront of effective educational
techniques to meet students' needs. It continues to expand upon its personalized
learning model, improve the user experience of its products, and develop tools
and partnerships to more effectively engage and serve students, teachers, and
administrators.

Curriculum and Content - Stride has one of the largest digital research-based
curriculum portfolios for the K-12 online education industry that includes some
of the best in class content available in the market. Our customers can select
from hundreds of high-quality, engaging, online coursework and content, as well
as many state customized versions of those courses, electives, and instructional
supports. Since our inception, we have built core courses on a foundation of
rigorous standards, following the guidance and recommendations of leading
educational organizations at the national and state levels. State standards are
continually evolving, and we continually invest in our curriculum to meet these
changing requirements. Through our subsidiaries Galvanize, Tech Elevator and
MedCerts, we have added high-quality, engaging, online coursework and content in
software engineering, healthcare, and medical fields.

Systems - We have established a secure and reliable technology platform, which
integrates proprietary and third-party systems, to provide a high-quality
educational environment and gives us the capability to grow our customer
programs and enrollment. Our end-to-end platform includes single-sign on
capability for our content management, learning management, student information,
data reporting and analytics, and various support systems that allow customers
to provide a high-quality and personalized educational experience for students.
A la carte offerings can provide curriculum and content hosting on customers'
learning management systems, or integration with customers' student information
systems.

Instructional Services - We offer a broad range of instructional services that
includes customer support for instructional teams, including recruitment of
state certified teachers, training in research-based online instruction methods
and Stride systems, oversight and evaluation services, and ongoing professional
development.  Stride also provides training options to support teachers and
parents to meet students' learning needs. Stride's range of training options are
designed to enhance skills needed to teach using an online learning platform,
and include hands-on training, on-demand courses, and support materials.

Support Services - We offer a broad range of support services, including
marketing and enrollment, supporting prospective students through the admission
process, assessment management, administrative support (e.g., budget proposals,
financial reporting, and student data reporting), and technology and materials
support (e.g., provisioning of student computers, offline learning kits,
internet access and technology support services).

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Financial Information

The following table sets forth statements of operations data and the amounts as a percentage of revenues for each of the periods indicated:



                                                          Year Ended June 30,
                                       2022                       2021                       2020

                                                   (In thousands, except percentages)
Revenues                      $ 1,686,666       100.0 %  $ 1,536,760       100.0 %  $ 1,040,765       100.0 %
Instructional costs
and services                    1,090,191        64.6      1,001,860        65.2        693,232        66.6
Gross margin                      596,475        35.4        534,900        34.8        347,533        33.4
Selling, general, and
administrative
expenses                          439,847        26.1        424,444        27.6        315,076        30.3
Income from
operations                        156,628         9.3        110,456         7.2         32,457         3.1
Interest income
(expense), net                    (8,277)       (0.5)       (17,979)       (1.2)            698         0.1
Other income
(expense), net                    (1,277)       (0.1)          2,829         0.2            272         0.0
Income before income
taxes and income
(loss) from equity
method investments                147,074         8.7         95,306         6.2         33,427         3.2
Income tax expense               (40,088)       (2.4)       (24,539)       (1.6)        (8,541)       (0.8)
Income (loss) from
equity method
investments                           144         0.0            684         0.0          (380)       (0.0)
Net income
attributable to
common stockholders           $   107,130         6.4 %  $    71,451         4.6 %  $    24,506         2.4 %

Comparison of the Years Ended June 30, 2022 and 2021



Revenues. Our revenues for the year ended June 30, 2022 were $1,686.7 million,
representing an increase of $149.9 million, or 9.8%, from $1,536.8 million for
the year ended June 30, 2021. General Education revenues decreased $6.4 million,
or 0.5%, year over year. The decrease in General Education revenues was
primarily due to the 8.6% decrease in enrollments, and changes to school mix
(distribution of enrollments by school). Career Learning revenues increased
$156.3 million, or 60.9%, primarily due to a 41.6% increase in enrollments,
school mix, as well as from the acquisition of MedCerts and Tech Elevator.

Instructional costs and services expenses. Instructional costs and services
expenses for the year ended June 30, 2022 were $1,090.2 million, representing an
increase of $88.3 million, or 8.8%, from $1,001.9 million for the year ended
June 30, 2021. This increase in expense was due to hiring of personnel in growth
states and salary increases. Instructional costs and services expenses were
64.6% of revenues during the year ended June 30, 2022, a decrease from 65.2% for
the year ended June 30, 2021.

Selling, general, and administrative expenses. Selling, general and
administrative expenses for the year ended June 30, 2022 were $439.8 million,
representing an increase of $15.4 million, or 3.6% from $424.4 million for the
year ended June 30, 2021. The increase was primarily due to an increase of $9.1
million in bad debt expense resulting primarily from reserves related to our
investment in Tallo, Inc., $8.7 million in licensing fees, and $8.0 million in
professional services and marketing expenses, partially offset by a $7.8 million
decrease in personnel and related benefit costs, including stock-based
compensation. Selling, general, and administrative expenses were 26.1% of
revenues during the year ended June 30, 2022, a decrease from 27.6% for the year
ended June 30, 2021.

Interest income (expense), net. Net interest expense for the year ended
June 30, 2022 was $8.3 million as compared to $18.0 million in the year ended
June 30, 2021. The decrease in net interest expense was primarily due to
adoption of ASU 2020-06 in fiscal year 2022 which resulted in the elimination of
interest expense related to the debt discount of the Convertible Senior Notes.

Income tax expense.  Income tax expense was $40.1 million for the year ended
June 30, 2022, or 27.2% of income before taxes, as compared to $24.5 million, or
25.6% of income before taxes for the year ended June 30, 2021. The increase in
the effective income tax rate for the year ended June 30, 2022, as compared to
the effective tax rate for the year ended June 30, 2021, was primarily due to
the increase in the amount of non-deductible compensation, which was partially
offset

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by the increase in excess tax benefit of stock-based compensation.

Comparison of the Years Ended June 30, 2021 and 2020



Revenues. Our revenues for the year ended June 30, 2021 were $1,536.8 million,
representing an increase of $496.0 million, or 47.7%, from $1,040.8 million for
the year ended June 30, 2020. General Education revenues increased
$346.4 million, or 37.1%, year over year. The increase in General Education
revenues was primarily due to the 45.4% increase in enrollments, and changes to
school mix (distribution of enrollments by school). Career Learning revenues
increased $149.6 million, or 139.9%, primarily due to a 126.0% increase in
enrollments, school mix, as well as from the acquisitions of Galvanize, MedCerts
and Tech Elevator.

Instructional costs and services expenses. Instructional costs and services
expenses for the year ended June 30, 2021 were $1,001.9 million, representing an
increase of $308.7 million, or 44.5%, from $693.2 million for the year ended
June 30, 2020. This increase in expense was primarily associated with the
incremental personnel and related benefit costs associated with supporting
higher enrollments, as well as costs associated with serving Galvanize's
customers. Instructional costs and services expenses were 65.2% of revenues
during the year ended June 30, 2021, a decrease from 66.6% for the year ended
June 30, 2020.

Selling, general, and administrative expenses. Selling, general, and
administrative expenses for the year ended June 30, 2021 were $424.4 million,
representing an increase of $109.3 million, or 34.7%, from $315.1 million for
the year ended June 30, 2020. This increase was primarily due to an increase of
$39.9 million in personnel and related benefit costs, $26.4 million in
professional services expenses, $18.8 million in licensing fees, and $15.7
million in stock-based compensation. The increase in personnel and related
benefit costs was partially related to the additional headcount of MedCerts and
Tech Elevator, as well as a full year of headcount related to Galvanize.
Selling, general, and administrative expenses were 27.6% of revenues during the
year ended June 30, 2021, a decrease from 30.3% for the year ended
June 30, 2020.

Income tax expense. Income tax expense was $24.5 million for the year ended June 30, 2021, or 25.6% of income before taxes, as compared to $8.5 million, or 25.8% of income before taxes for the year ended June 30, 2020.

Discussion of Seasonality of Financial Condition


Certain accounts in our balance sheet are subject to seasonal fluctuations. As
our enrollments and revenues grow, we expect these seasonal trends to be
amplified. The bulk of our materials are shipped to students prior to the
beginning of the school year, usually in July or August. In order to prepare for
the upcoming school year, we generally build up inventories during the fourth
quarter of our fiscal year. Therefore, inventories tend to be at the highest
levels at the end of our fiscal year. In the first quarter of our fiscal year,
inventories tend to decline significantly as materials are shipped to students.
In our fourth quarter, inventory purchases and the extent to which we utilize
early payment discounts will impact the level of accounts payable.

Accounts receivable balances tend to be at the highest levels in the first
quarter of our fiscal year as we begin billing for all enrolled students and our
billing arrangements include upfront fees for many of the elements of our
offering. These upfront fees result in seasonal fluctuations to our deferred
revenue balances. We routinely monitor state legislative activity and regulatory
proceedings that might impact the funding received by the schools we serve and
to the extent possible, factor potential outcomes into our business planning
decisions.

The deferred revenue related to our direct-to-consumer business results from
advance payments for twelve month subscriptions to our online school. These
advance payments are amortized over the life of the subscription and tend to be
highest at the end of the fourth quarter and first quarter, when the majority of
subscriptions are sold.

Liquidity and Capital Resources



As of June 30, 2022, we had net working capital, or current assets minus current
liabilities, of $648.5 million. Our working capital includes cash and cash
equivalents of $389.4 million and accounts receivable of $418.6 million. Our
working capital provides a significant source of liquidity for our normal
operating needs. Our accounts receivable balance fluctuates throughout the
fiscal year based on the timing of customer billings and collections and tends
to be highest in our first fiscal quarter as we begin billing for students. In
addition, our cash and accounts receivable were significantly in excess of our
accounts payable and short-term accrued liabilities at June 30, 2022.

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During the first quarter of fiscal year 2021, we issued $420.0 million aggregate
principal amount of 1.125% Convertible Senior Notes due 2027 ("Notes"). The
Notes are governed by an indenture (the "Indenture") between us and U.S. Bank
National Association, as trustee. The net proceeds from the offering of the
Notes were approximately $408.6 million after deducting the underwriting fees
and other expenses paid by the Company. The Notes bear interest at a rate of
1.125% per annum, payable semi-annually in arrears on March 1st and September
1st of each year, beginning on March 1, 2021. The Notes will mature on September
1, 2027. In connection with the Notes, we entered into privately negotiated
capped call transactions (the "Capped Call Transactions") with certain
counterparties. The Capped Call Transactions are expected to cover the aggregate
number of shares of the Company's common stock that initially underlie the
Notes, and are expected to reduce potential dilution to the Company's common
stock upon any conversion of Notes and/or offset any cash payments the Company
is required to make in excess of the principal amount of converted Notes. The
upper strike price of the Capped Call Transactions is $86.174 per share. The
cost of the Capped Call Transactions was $60.4 million and was recorded within
additional paid-in capital.

Before June 1, 2027, noteholders will have the right to convert their Notes only
upon the occurrence of certain events. After June 1, 2027, noteholders may
convert their Notes at any time at their election until two days prior to the
maturity date. We will settle conversions by paying cash up to the outstanding
principal amount, and at our election, will settle the conversion spread by
paying or delivering cash or shares of our common stock, or a combination of
cash and shares of our common stock. The initial conversion rate is 18.9109
shares of common stock per $1,000 principal amount of Notes, which represents an
initial conversion price of approximately $52.88 per share of common stock. The
Notes will be redeemable at our option at any time after September 6, 2024 at a
cash redemption price equal to the principal amount of the Notes, plus accrued
and unpaid interest, subject to certain stock price hurdles as discussed in the
Indenture.

On January 27, 2020, we entered into a $100.0 million senior secured revolving
credit facility ("Credit Facility") to be used for general corporate operating
purposes with PNC Capital Markets LLC. The Credit Facility has a five-year term
and incorporates customary financial and other covenants, including, but not
limited to, a maximum leverage ratio and a minimum interest coverage ratio. The
majority of our borrowings under the Credit Facility were at LIBOR plus an
additional rate ranging from 0.875% - 1.50% based on our leverage ratio as
defined in the agreement. The Credit Facility is secured by our assets. The
Credit Facility agreement allows for an amendment to establish a new benchmark
interest rate when LIBOR is discontinued during the five-year term. As of
June 30, 2022, we were in compliance with the financial covenants. As part of
the proceeds received from the Notes, we repaid our $100.0 million outstanding
balance and as of June 30, 2022, we had no amounts outstanding on the Credit
Facility. The Credit Facility also includes a $200.0 million accordion feature.

We are a lessee under finance lease obligations for student computers and
peripherals under loan agreements with Banc of America Leasing & Capital, LLC
("BALC"). As of June 30, 2022 and 2021, the finance lease liability was $66.3
million and $68.9 million, respectively, with lease interest rates ranging from
1.52% to 3.95%.

We entered into an agreement with BALC in April 2020 for $25.0 million
(increased to $41.0 million in July 2020) to provide financing for our leases
through March 2021 at varying rates. We entered into additional agreements
during fiscal year 2021 to provide financing of $54.0 million for our student
computers and peripherals leases through October 2022 at varying rates.
Individual leases with BALC include 36-month payment terms, fixed rates ranging
from 1.52% to 3.95%, and a $1 purchase option at the end of each lease term. We
pledged the assets financed to secure the outstanding leases.

Our cash requirements consist primarily of day-to-day operating expenses,
capital expenditures and contractual obligations with respect to interest on our
Notes, office facility leases, capital equipment leases and other operating
leases. We expect to make future payments on existing leases from cash generated
from operations. We believe that the combination of funds to be generated from
operations, borrowing on our Credit Facility and net working capital on hand
will be adequate to finance our ongoing operations for the foreseeable future.
In addition, we continue to explore acquisitions, strategic investments and
joint ventures related to our business that we may acquire using cash, stock,
debt, contribution of assets or a combination thereof.

Operating Activities

Net cash provided by operating activities for the year ended June 30, 2022 was $206.9 million compared to $134.2



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million for the year ended June 30, 2021. The $72.7 million increase in cash
provided by operations between periods was primarily due to an increase in net
income and a lower increase in accounts receivable, partially offset by a
decrease in accrued compensation and benefits and deferred revenue and other
liabilities.

Net cash provided by operating activities for the year ended June 30, 2021 was
$134.2 million compared to $80.4 million for the year ended June 30, 2020. The
$53.8 million increase in cash provided by operations between periods was
primarily due to an increase in net income including non-cash adjustments
partially offset by a decrease in working capital of $56.8 million. The decrease
in other assets and liabilities was primarily due to increases in accounts
receivable, and inventory, prepaid expenses and other assets; partially offset
by an increase in accounts payable and accrued compensation and benefits. The
increase in accounts receivable was related to the increase in revenue with
schools with payment terms that extend beyond our fiscal year, while the
increase in accrued compensation and benefits was related to an increase in our
corporate bonus and accrued salaries.

Net cash provided by operating activities for the year ended June 30, 2020 was
$80.4 million compared to $141.6 million for the year ended June 30, 2019. The
$61.2 million decrease in cash provided by operations between periods was
primarily due to a decrease in working capital of $63.3 million. The decrease in
other assets and liabilities was primarily due to decreases in accounts payable,
as well as increases in accounts receivable, and inventory, prepaid expenses and
other assets.

Investing Activities

Net cash used in investing activities for the years ended June 30, 2022, 2021 and 2020 was $110.8 million, $165.4 million and $217.4 million, respectively.



Net cash used in investing activities for the year ended June 30, 2022 decreased
$54.6 million from the year ended June 30, 2021. The decrease was primarily due
to the acquisitions of MedCerts and Tech Elevator for $71.1 million in fiscal
year 2021, partially offset by an increase in capital expenditures year over
year of $15.3 million.

Net cash used in investing activities for the year ended June 30, 2021 decreased
$52.0 million from the year ended June 30, 2020. The decrease was primarily due
to the acquisition of Galvanize during the year ended June 30, 2020 being more
than the acquisitions of MedCerts and Tech Elevator during the year ended June
30, 2021 and purchases of marketable securities of $40.5 million.

Net cash used in investing activities for the year ended June 30, 2020 increased
$156.3 million from the year ended June 30, 2019. The increase was primarily due
to the acquisition of Galvanize of $165.0 million, plus working capital, net of
cash.

Financing Activities

Net cash used in financing activities for the year ended June 30, 2022 was $93.3 million. Net cash provided by financing activities for the years ended June 30, 2021 and 2020 was $204.6 million and $65.6 million, respectively.



Net cash used in financing activities for the year ended June 30, 2022 compared
to net cash provided by financing activities for the year ended June 30, 2021, a
decrease of $297.9 million. The decrease was primarily due to the net proceeds
from the issuance of our Notes of $408.6 million, partially offset by capped
call purchases related to the Notes of $60.4 million, the repayment on our
Credit Facility of $100.0 million in fiscal year 2021; $22.9 million in deferred
purchase consideration payments related to MedCerts and Tech Elevator in fiscal
year 2022; and an increase in the repurchase of restricted stock for income tax
withholding of $37.9 million.

Net cash provided by financing activities for the year ended June 30, 2021
increased $139.0 million from the year ended June 30, 2020. The increase was
primarily due to the net proceeds from the issuance of our Notes of $408.6
million, partially offset by capped call purchases related to the Notes of $60.4
million and the repayment of our Credit Facility of $100.0 million. The net
increase was partially offset by the net proceeds from our Credit Facility
during the year ended June 30, 2020.

Net cash provided by financing activities for the year ended June 30, 2020 increased $94.6 million from net cash used in financing activities for the year ended June 30, 2019. The increase from net cash used in financing activities was



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primarily due to borrowings from the Credit Facility of $105.0 million partially
offset by an increase in the repayment of finance lease obligations incurred for
the acquisition of student computers of $6.6 million.

Recent Accounting Pronouncements


For information regarding, "Recent Accounting Pronouncements," please refer to
Note 3, "Summary of Significant Accounting Policies," contained within our
consolidated financial statements in Part II, Item 8, of this Annual Report on
Form 10-K.

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