8-K

UNITED STATES

  SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 19, 2021

ADTALEM GLOBAL EDUCATION INC.

(Exact name of registrant as specified in its charter)

Delaware	001-13988	36-3150143
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
500 West Monroe
Chicago, IL		60661
(Address of principal executive offices)		(Zip Code)

(866) 374-2678

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on<br><br> <br>which registered
Common Stock $0.01 Par Value	ATGE	New York Stock Exchange
Common Stock $0.01 Par Value	ATGE	Chicago Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.02	Results of Operations and Financial Condition

On August 19, 2021, Adtalem Global Education Inc. (“Adtalem”) issued a press release announcing its fourth quarter and full year fiscal 2021 operating and enrollment results.  The press release is attached hereto as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Adtalem under the Securities Act of 1933, as amended, or the Exchange Act.

Forward-Looking Statements

Certain statements contained in this Form 8-K and related press release are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact, which includes statements regarding the Company’s future growth and the future impacts of the COVID-19 pandemic.  Forward-looking statements can also be identified by words such as “future,” “believe,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “may,” “will,” “would,” “could,” “can,” “continue,” “preliminary,” “range,” and similar terms. These forward-looking statements are subject to risk and uncertainties that could cause actual results to differ materially from those described in the statements. These risks and uncertainties include the risk factors described in Item 1A. “Risk Factors” of our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) and our other filings with the SEC.

These forward-looking statements are based on information as of August 19, 2021, and Adtalem assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized, except as required by law.

Item 9.01	Financial Statements and Exhibits
99.1	Press Release of Adtalem Global Education Inc., dated August 19, 2021.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ADTALEM GLOBAL EDUCATION
INC.
By:	/s/ Robert J. Phelan
	Robert J. Phelan
	Interim Chief Financial Officer
	(Principal Financial Officer)

Date: August 19, 2021

Exhibit 99.1

News Release<br><br> <br><br><br> <br>Investor Contact<br><br> <br>John Kristoff<br><br> <br>John.Kristoff@Adtalem.com<br><br> <br>312-651-1437<br><br> <br><br><br> <br>Media Contact<br><br> <br>Kelly Finelli<br><br> <br>Kelly.Finelli@adtalem.com<br><br> <br>872-270-0230

Adtalem Global Education Announces Fiscal Fourth Quarter and Full Year 2021 Results

Strong finish to the year as our workforce solutions provider strategy continues

to drive revenue and enrollment growth

CHICAGO – Aug. 19, 2021 – Adtalem Global Education Inc. (NYSE: ATGE), a leading workforce solutions provider, today reported academic, operating and financial results for its fiscal 2021 fourth quarter and full year ended June 30, 2021.

“Our strong fourth quarter performance and the completion of the Walden acquisition further position us as a leading healthcare education provider with market-leading scale and breadth,” said Lisa Wardell, chairman and CEO of Adtalem. “We took advantage of strong demand for our programs and offerings in the quarter, and we look forward to demonstrating the significant value Walden will bring to our students, employer partners and shareholders.

Wardell continued: “It has been a tremendous honor serving as CEO of Adtalem over the last five years. I am incredibly proud of everything we achieved in that time and exceedingly confident in Adtalem’s next phase of growth and impact under Steve Beard’s leadership. As I take on the role of executive chairman of Adtalem’s board of directors, there is no better leader than Steve to continue our growth trajectory as we execute on our workforce solutions strategy.”

“Thanks to Lisa’s tireless effort and inspiring leadership, we move into fiscal year 2022 with strong business momentum,” said Stephen Beard, COO of Adtalem. “This position of strength is driven by the realization of our workforce solutions strategy; a strategy designed to drive superior student outcomes, meet the critical workforce needs of our employer partners and drive value for our shareholders. I am eager to build upon the solid foundation Lisa has created over the course of her tenure, as we continue to expand access to high-quality education, amplify our social impact and unlock even more value for all of our stakeholders.”

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Financial Highlights

Selected financial data for the three months ended June 30, 2021:

•	Revenue of $280.4 million increased 7.9% compared with the prior year
•	Diluted earnings per share was $0.18 compared with diluted loss per share of $4.86 in the prior year; diluted earnings per share from continuing<br> operations, excluding special items, was $0.70, compared to $0.58 in the prior year, a 20.7% increase
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•	Operating income was $40.2 million, compared with operating income of $21.7 million in the prior year; operating income excluding special items<br> was $46.9 million, a 17.1% increase compared with the prior year
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•	Net income attributable to Adtalem was $9.0 million, compared with a net loss of $256.1 million in the prior year, driven by a loss from<br> discontinued operations of $327.6 million; net income from continuing operations attributable to Adtalem, excluding special items, was $35.1 million, a 14.9% increase compared with the prior year
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•	COVID-19 resulted in an estimated revenue loss of approximately $16 million, an operating income loss of approximately $13 million and a loss of<br> earnings per share of approximately $0.20
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Selected financial data for the twelve months ended June 30, 2021:

•	Revenue of $1,112.4 million increased 5.7% compared with the prior year
•	Diluted earnings per share was $1.49 compared with diluted loss per share of $1.58 in the prior year; diluted earnings per share from continuing<br> operations, excluding special items, was $2.98, compared to $2.28 in the prior year, a 30.7% increase
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•	Operating income was $161.5 million compared with $142.3 million in the prior year; operating income excluding special items was $202.9 million,<br> a 22.1% increase compared with the prior year
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•	Net income attributable to Adtalem was $76.9 million, compared with a net loss of $85.3 million in the prior year; net income from continuing<br> operations attributable to Adtalem, excluding special items, was $153.7 million, a 24.4% increase compared with the prior year
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•	COVID-19 resulted in an estimated revenue loss of approximately $47 million, an operating income loss of approximately $33 million and a loss of<br> earnings per share of approximately $0.50
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Fiscal 2021 fourth quarter and full year ended June 30, 2021 results from continuing operations included special items totaling $22.1 million and $51.6 million, net of tax, respectively, primarily from business acquisition and integration expense and pre-acquisition interest expense.

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Segment Highlights

Medical and Healthcare

Fourth quarter segment revenue increased 5.7% to $223.5 million compared with the prior year.

Chamberlain revenue in the fourth quarter increased 5.3% compared with the prior year, driven by continued increases in new and total enrollments. New and total student enrollment in the May session increased 3.6% and 4.6%, respectively, compared with the prior year.

Revenue in the fourth quarter for the medical and veterinary schools increased 6.3% compared with the prior year, driven by increases in new enrollment. Compared with the prior year, May session medical and veterinary school new student enrollment increased 12.3% and total student enrollment decreased 1.2%.

Segment operating income in the fourth quarter increased 4.3% to $41.3 million compared with the prior year. The increase in segment operating income was driven by higher revenue in the segment.

Financial Services

Fourth quarter segment revenue increased 17.8% to $56.9 million compared with the prior year, driven by increases in revenue at ACAMS, OnCourse Learning and Becker. ACAMS revenue increased as non-conference certification offerings continue to perform well and conference revenue began to show a recovery. OnCourse Learning’s continued focus on execution in a favorable mortgage market and strength in its continuing education business drove increased revenue in the quarter. Becker revenue growth was driven by continued growth in its continuing education program offerings and an increase in CPA exam preparation revenue. Segment operating income in the fourth quarter, excluding special items, increased 29.8% to $11.0 million compared with the prior year, driven primarily by higher revenue, partially offset by increased sales and marketing expense to support continued growth.

Adtalem Outlook

For the full fiscal year 2022, Adtalem expects revenue to be within the range of $1,685 million and $1,735 million, and adjusted diluted earnings per share of $4.20 to $4.45 from continuing operations, excluding special items.

Conference Call and Webcast Information

Adtalem will hold a conference call to discuss its fiscal 2021 fourth quarter and full year on Thursday, August 19, 2021, at 4 p.m. CT (5 p.m. ET). The conference call will be led by Lisa Wardell, chairman and chief executive officer, Steve Beard, chief operating officer, and Bob Phelan, interim chief financial officer.

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For those participating by telephone, dial 877-407-6184 (United States) or +1 201-389-0877 (outside the United States) and request the “Adtalem Call” or use conference ID: 13721922. Adtalem will also broadcast the conference call live on the web at:

https://78449.themediaframe.com/dataconf/productusers/age/mediaframe/46106/indexl.html.

Please access the website at least 15 minutes prior to the start of the call to register, download and install any necessary audio software.

Adtalem will archive a replay of the call until September 19, 2021. To access the replay, dial 877-660-6853 (United States) or +1 201-612-7415 (outside the United States), conference ID: 13721922, or visit the Adtalem website at: https://investors.adtalem.com/overview/default.aspx.

About Adtalem Global Education

Adtalem Global Education (NYSE: ATGE), a leading workforce solutions provider, partners with organizations in the healthcare and financial services industries to solve critical workforce talent needs by expanding access to education, certifications and upskilling programs at scale. With a dedicated focus on driving strong outcomes that increase workforce preparedness, Adtalem empowers a diverse learner population to achieve their goals and make inspiring contributions to the global community. Adtalem is the parent organization of ACAMS, American University of the Caribbean School of Medicine, Becker Professional Education, Chamberlain University, EduPristine, OnCourse Learning, Ross University School of Medicine, Ross University School of Veterinary Medicine and Walden University. Adtalem has more than 10,000 employees, a network of more than 275,000 alumni and serves over 82,000 members across 200 countries and territories. Adtalem was named one of America’s Most Responsible Companies 2021 by Newsweek and one of America’s Best Employers for Diversity 2021 by Forbes. Follow Adtalem on Twitter (@adtalemglobal), LinkedIn or visit adtalem.com for more information.

Forward-Looking Statements

Certain statements contained in this release are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact, which includes statements regarding the future impacts of the COVID-19 pandemic. Forward-looking statements can also be identified by words such as “future,” “believe,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “may,” “will,” “would,” “could,” “can,” “continue,” “preliminary,” “range,” and similar terms. These forward-looking statements are subject to risk and uncertainties that could cause actual results to differ materially from those described in the statements. These risk and uncertainties include the risk factors described in Item 1A. “Risk Factors” of our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) and our other filings with the SEC. These forward-looking statements are based on information available to us as of the date any such statements are made, and we do not undertake any obligation to update any forward-looking statement, except as required by law.

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	4Q 2021	4Q 2020	% Change
Adtalem Global Education Student Enrollments^(1)^
New students	4,974	4,757	+4.6%
Total students	40,056	38,593	+3.8%
Chamberlain University
May Session
New students	4,363	4,213	+3.6%
Total students	34,930	33,407	+4.6%
Medical and Veterinary^(2)^
May Semester
New students	611	544	+12.3%
Total students	5,126	5,186	-1.2%
1)	Includes the most recently reported enrollment sessions at Adtalem’s postsecondary institutions
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2)	Includes enrollments in its medical and veterinary preparatory programs
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Adtalem Global Education Inc.

Consolidated Balance Sheets

(unaudited)

(in thousands, except par value)

			2020
Assets:
Current assets:
Cash and cash equivalents	494,613		$	500,516
Restricted cash	819,003			589
Accounts receivable, net	67,996			87,042
Prepaid expenses and other current assets	133,341			104,619
Total current assets	1,514,953			692,766
Noncurrent assets:
Property and equipment, net	297,237			286,102
Operating lease assets	168,943			174,935
Deferred income taxes	22,479			22,277
Intangible assets, net	276,249			287,514
Goodwill	686,374			686,214
Other assets, net	87,601			78,879
Total noncurrent assets	1,538,883			1,535,921
Total assets	3,053,836		$	2,228,687
Liabilities and shareholders' equity:
Current liabilities:
Accounts payable	56,071		$	46,484
Accrued payroll and benefits	64,452			48,835
Accrued liabilities	129,258			104,431
Deferred revenue	100,697			91,589
Current operating lease liabilities	55,329			51,644
Current portion of long-term debt	3,000			3,000
Total current liabilities	408,807			345,983
Noncurrent liabilities:
Long-term debt	1,067,711			286,115
Long-term operating lease liabilities	167,855			176,032
Deferred income taxes	26,991			24,975
Other liabilities	79,612			82,309
Total noncurrent liabilities	1,342,169			569,431
Total liabilities	1,750,976			915,414
Commitments and contingencies
Redeemable noncontrolling interest	1,790			2,852
Shareholders' equity:
Common stock, 0.01 par value per share, 200,000 shares authorized; 49,253 and 51,871 shares outstanding as of June 30, 2021 and<br> June 30, 2020, respectively	811			807
Additional paid-in capital	519,826			504,434
Retained earnings	2,005,105			1,927,568
Accumulated other comprehensive loss	(7,365	)		(9,055	)
Treasury stock, at cost, 31,846 and 28,794 shares as of June 30, 2021 and June 30, 2020, respectively	(1,217,307	)		(1,113,333	)
Total shareholders' equity	1,301,070			1,310,421
Total liabilities and shareholders' equity	3,053,836		$	2,228,687

All values are in US Dollars.

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Adtalem Global Education Inc.

Consolidated Statements of Income (Loss)

(unaudited)

(in thousands, except per share data)

						Year Ended
						June 30,
			2020			2021			2020
Revenue	280,374		$	259,729		$	1,112,380		$	1,052,001
Operating cost and expense:
Cost of educational services	125,635			116,050			489,233			490,054
Student services and administrative expense	107,868			103,669			420,267			395,838
Restructuring expense	3,199			18,289			9,804			28,628
Business acquisition and integration expense	3,432			—			31,593			—
Gain on sale of assets	—			—			—			(4,779	)
Total operating cost and expense	240,134			238,008			950,897			909,741
Operating income	40,240			21,721			161,483			142,260
Other income (expense):
Interest and dividend income	961			1,013			4,094			3,688
Interest expense	(25,382	)		(3,925	)		(41,365	)		(19,510	)
Investment gain	636			1,124			2,638			18
Gain on derivative	—			26,891			—			110,723
Net other (expense) income	(23,785	)		25,103			(34,633	)		94,919
Income from continuing operations before income taxes	16,455			46,824			126,850			237,179
(Provision for) benefit from income taxes	(3,594	)		24,571			(25,248	)		6,358
Income from continuing operations	12,861			71,395			101,602			243,537
Discontinued operations:
Loss from discontinued operations before income taxes	(5,839	)		(57,042	)		(33,946	)		(62,578	)
Loss on disposal of discontinued operations before income taxes (includes (293,360) accumulated other comprehensive income<br> reclassifications for realized loss on foreign currency translation adjustments for the periods ended June 30, 2020)	—			(287,560	)		—			(287,560	)
Benefit from income taxes	1,915			17,045			8,819			20,823
Loss from discontinued operations	(3,924	)		(327,557	)		(25,127	)		(329,315	)
Net income (loss)	8,937			(256,162	)		76,475			(85,778	)
Net loss attributable to redeemable noncontrolling interest	75			110			434			444
Net income (loss) attributable to Adtalem Global Education	9,012		$	(256,052	)	$	76,909		$	(85,334	)
Amounts attributable to Adtalem Global Education:
Net income from continuing operations	12,936		$	71,505		$	102,036		$	243,981
Net loss from discontinued operations	(3,924	)		(327,557	)		(25,127	)		(329,315	)
Net income (loss) attributable to Adtalem Global Education	9,012		$	(256,052	)	$	76,909		$	(85,334	)
Earnings (loss) per share attributable to Adtalem Global Education:
Basic:
Continuing operations	0.26		$	1.37		$	1.99		$	4.55
Discontinued operations	(0.08	)	$	(6.27	)	$	(0.49	)	$	(6.14	)
Net	0.18		$	(4.90	)	$	1.50		$	(1.59	)
Diluted:
Continuing operations	0.26		$	1.36		$	1.98		$	4.51
Discontinued operations	(0.08	)	$	(6.22	)	$	(0.49	)	$	(6.09	)
Net	0.18		$	(4.86	)	$	1.49		$	(1.58	)
Weighted-average shares outstanding:
Basic shares	49,884			52,274			51,322			53,659
Diluted shares	50,326			52,650			51,645			54,094

All values are in US Dollars.

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Adtalem Global Education Inc.

Consolidated Statements of Cash Flows

  \(unaudited\)

(in thousands)

	Year Ended June 30,
	2021			2020
Operating activities:
Net income (loss)	$	76,475		$	(85,778	)
Loss from discontinued operations		25,127			329,315
Income from continuing operations		101,602			243,537
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Stock-based compensation expense		13,875			14,584
Amortization and adjustments to operating lease assets		51,380			54,716
Depreciation		37,598			34,428
Amortization of intangible assets		10,073			10,262
Amortization of debt issuance costs		2,657			1,566
Impairment of intangible assets		1,211			—
Reclassification adjustment from other comprehensive income		(126	)		—
Provision for bad debts		11,573			16,152
Deferred income taxes		1,519			(4,548	)
Loss on disposals, accelerated depreciation, and adjustments to property and equipment		1,912			4,564
Realized and unrealized gain on investments		(2,638	)		(18	)
Realized gain on sale of assets		—			(4,779	)
Gain on derivative		—			(110,723	)
Changes in assets and liabilities:
Accounts receivable		13,259			(12,840	)
Prepaid expenses and other current assets		(18,135	)		(17,612	)
Accounts payable		8,530			(6,340	)
Accrued payroll and benefits		15,646			2,173
Accrued liabilities		29,740			(2,477	)
Deferred revenue		9,108			(4,355	)
Operating lease liabilities		(49,880	)		(53,726	)
Other assets and liabilities		(15,746	)		(14,999	)
Net cash provided by operating activities-continuing operations		223,158			149,565
Net cash used in operating activities-discontinued operations		(30,959	)		(41,873	)
Net cash provided by operating activities		192,199			107,692
Investing activities:
Capital expenditures		(48,664	)		(44,137	)
Proceeds from sales of marketable securities		2,721			2,829
Purchases of marketable securities		(10,745	)		(3,015	)
Proceeds from sale of assets		—			6,421
Cash received on settlement of derivative		—			110,723
Cash received on purchase price adjustment		—			92
Net cash (used in) provided by investing activities-continuing operations		(56,688	)		72,913
Net cash used in investing activities-discontinued operations		—			(3,908	)
Proceeds from sale of business, net of cash transferred		—			313,518
Net cash (used in) provided by investing activities		(56,688	)		382,523
Financing activities:
Proceeds from exercise of stock options		1,457			3,761
Employee taxes paid on withholding shares		(4,206	)		(5,485	)
Proceeds from stock issued under Colleague Stock Purchase Plan		262			17
Repurchases of common stock for treasury		(100,000	)		(136,889	)
Proceeds from long-term debt		800,000			225,000
Repayments of long-term debt		(3,000	)		(338,000	)
Payment of debt issuance costs		(18,047	)		—
Proceeds from down payment on seller loan		—			5,200
Payment for purchase of redeemable noncontrolling interest of subsidiary		—			(6,247	)
Net cash provided by (used in) financing activities-continuing operations		676,466			(252,643	)
Net cash used in financing activities-discontinued operations		—			(3,466	)
Net cash provided by (used in) financing activities		676,466			(256,109	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		534			(33,468	)
Net increase in cash, cash equivalents and restricted cash		812,511			200,638
Cash, cash equivalents and restricted cash at beginning of period		501,105			300,467
Cash, cash equivalents and restricted cash at end of period	$	1,313,616		$	501,105

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Adtalem Global Education Inc.

Segment Information

(unaudited)

(in thousands)

	Three Months Ended									Year Ended
	June 30,									June 30,
	2021			2020			Increase<br><br> (Decrease)			2021			2020			Increase<br><br> (Decrease)
Revenue:
Medical and Healthcare	$	223,466		$	211,417			5.7	%	$	906,901		$	866,428			4.7	%
Financial Services		56,908			48,312			17.8	%		205,479			185,573			10.7	%
Total consolidated revenue	$	280,374		$	259,729			7.9	%	$	1,112,380		$	1,052,001			5.7	%
Operating income (loss):
Medical and Healthcare	$	41,319		$	39,605			4.3	%	$	196,703		$	166,037			18.5	%
Financial Services		9,392			6,762			38.9	%		28,361			17,622			60.9	%
Home Office and Other		(10,471	)		(24,646	)		57.5	%		(63,581	)		(41,399	)		(53.6	)%
Total consolidated operating income	$	40,240		$	21,721			85.3	%	$	161,483		$	142,260			13.5	%

Non-GAAP Financial Measures and Reconciliations

We believe that certain non-GAAP financial measures provides investors with useful supplemental information regarding the underlying business trends and performance of Adtalem’s ongoing operations and is useful for period-over-period comparisons. We use these supplemental non-GAAP financial measures internally in our assessment of performance and budgeting process. However, these non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.

The following are non-GAAP financial measures used in the subsequent GAAP to non-GAAP reconciliation tables:

Net income from continuing operations attributable to Adtalem excluding special items (most comparable GAAP measure: net income (loss) attributable to Adtalem) – Measure of Adtalem’s net income (loss) attributable to Adtalem adjusted for restructuring expense, business acquisition and integration expense, pre-acquisition interest expense, gain on sale of assets, gain on derivative, tax charges related to the implementation of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), a net tax benefit for a former subsidiary investment loss, and loss from discontinued operations.

Earnings per share from continuing operations excluding special items (most comparable GAAP measure: earnings (loss) per share) – Measure of Adtalem’s diluted earnings (loss) per share adjusted for restructuring expense, business acquisition and integration expense, pre-acquisition interest expense, gain on sale of assets, gain on derivative, tax charges related to the implementation of the Tax Act, a net tax benefit for a former subsidiary investment loss, and loss from discontinued operations.

Operating income excluding special items (most comparable GAAP measure: operating income) – Measure of Adtalem’s operating income adjusted for restructuring expense, business acquisition and integration expense, and gain on sale of assets. This measure is applied on a consolidated and segment basis, depending on the context of the discussion.

Free cash flow (most comparable GAAP measure: net cash provided by operating activities-continuing operations ) – Defined as net cash provided by operating activities-continuing operations less capital expenditures.

A description of special items in our non-GAAP financial measures described above are as follows:

•	Restructuring charges primarily related to real estate consolidations at Adtalem’s home office and ACAMS, the write-down of EduPristine’s assets,<br> and the sale of Becker’s courses for healthcare students.
•	Business acquisition and integration expense include expenses related to the Walden University acquisition.
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•	Pre-acquisition interest expense related to financing arrangements in connection with the Walden University acquisition.
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•	Gain on the sale of Adtalem’s Columbus, Ohio, campus facility.
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•	Gain on the deal-contingent foreign currency hedge arrangement entered into in connection with the sale of Adtalem Brazil completed on April 24,<br> 2020 to economically hedge the Brazilian Real denominated purchase price through mitigation of the currency exchange rate risk.
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•	Tax charges related to the implementation of the Tax Act.
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•	A net tax benefit for a former subsidiary investment loss.
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•	Loss from discontinued operations include the operations of Adtalem Brazil, Carrington, and DeVry University.
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Adtalem Global Education Inc.

Non-GAAP Operating Income by Segment

(unaudited)

(in thousands)

	Three Months Ended									Year Ended
	June 30,									June 30,
	2021			2020			Increase<br><br> (Decrease)			2021			2020			Increase<br><br> (Decrease)
Medical and Healthcare:
Operating income (GAAP)	$	41,319		$	39,605			4.3	%	$	196,703		$	166,037			18.5	%
Restructuring expense		—			353						—			1,707
Operating income excluding special items (non-GAAP)	$	41,319		$	39,958			3.4	%	$	196,703		$	167,744			17.3	%
Financial Services:
Operating income (GAAP)	$	9,392		$	6,762			38.9	%	$	28,361		$	17,622			60.9	%
Restructuring expense		1,629			1,726						3,044			4,842
Operating income excluding special items (non-GAAP)	$	11,021		$	8,488			29.8	%	$	31,405		$	22,464			39.8	%
Home Office and Other:
Operating loss (GAAP)	$	(10,471	)	$	(24,646	)		57.5	%	$	(63,581	)	$	(41,399	)		(53.6	)%
Restructuring expense		1,570			16,210						6,760			22,079
Business acquisition and integration expense		3,432			—						31,593			—
Gain on sale of assets		—			—						—			(4,779	)
Operating loss excluding special items (non-GAAP)	$	(5,469	)	$	(8,436	)		35.2	%	$	(25,228	)	$	(24,099	)		(4.7	)%
Adtalem Global Education:
Operating income (GAAP)	$	40,240		$	21,721			85.3	%	$	161,483		$	142,260			13.5	%
Restructuring expense		3,199			18,289						9,804			28,628
Business acquisition and integration expense		3,432			—						31,593			—
Gain on sale of assets		—			—						—			(4,779	)
Operating income excluding special items (non-GAAP)	$	46,871		$	40,010			17.1	%	$	202,880		$	166,109			22.1	%

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Adtalem Global Education Inc.

Non-GAAP Earnings Disclosure

(unaudited)

(in thousands, except per share data)

	Three Months Ended						Year Ended
	June 30,						June 30,
	2021			2020			2021			2020
Net income (loss) attributable to Adtalem (GAAP)	$	9,012		$	(256,052	)	$	76,909		$	(85,334	)
Restructuring expense		3,199			18,289			9,804			28,628
Business acquisition and integration expense		3,432			—			31,593			—
Pre-acquisition interest expense		21,750			—			26,746			—
Gain on sale of assets		—			—			—			(4,779	)
Gain on derivative		—			(26,891	)		—			(110,723	)
Tax Cuts and Jobs Act of 2017		—			(2,230	)		—			(2,230	)
Net tax benefit for a former subsidiary investment loss		—			(25,688	)		—			(25,688	)
Income tax impact on non-GAAP adjustments (1)		(6,263	)		(4,483	)		(16,501	)		(5,648	)
Loss from discontinued operations		3,924			327,557			25,127			329,315
Net income from continuing operations attributable to Adtalem excluding special items (non-GAAP)	$	35,054		$	30,502		$	153,678		$	123,541

(1) Represents the income tax impact of non-GAAP continuing operations adjustments that is recognized in our GAAP financial statements.

	Three Months Ended						Year Ended
	June 30,						June 30,
	2021			2020			2021			2020
Earnings (loss) per share, diluted (GAAP)	$	0.18		$	(4.86	)	$	1.49		$	(1.58	)
Effect on diluted earnings per share:
Restructuring expense		0.06			0.35			0.19			0.53
Business acquisition and integration expense		0.07			—			0.61			—
Pre-acquisition interest expense		0.43			—			0.52			—
Gain on sale of assets		—			—			—			(0.09	)
Gain on derivative		—			(0.51	)		—			(2.05	)
Tax Cuts and Jobs Act of 2017		—			(0.04	)		—			(0.04	)
Net tax benefit for a former subsidiary investment loss		—			(0.49	)		—			(0.47	)
Income tax impact on non-GAAP adjustments (1)		(0.12	)		(0.09	)		(0.32	)		(0.10	)
Loss from discontinued operations		0.08			6.22			0.49			6.09
Earnings per share from continuing operations excluding special items, diluted (non-GAAP)	$	0.70		$	0.58		$	2.98		$	2.28
Diluted shares used in EPS calculation		50,326			52,650			51,645			54,094

Note: May not sum due to rounding.

(1) Represents the income tax impact of non-GAAP continuing operations adjustments that is recognized in our GAAP financial statements.

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Adtalem Global Education Inc.

Non-GAAP Free Cash Flow Disclosure

(unaudited)

(in thousands)

		Three Months Ended						Twelve Months Ended
		FY21			FY20			FY21			FY21			FY21			FY21			FY20			FY20			FY20			FY20
		Q4			Q4			Q4			Q3			Q2			Q1			Q4			Q3			Q2			Q1
Net cash provided by operating activities-continuing operations (GAAP)	$	55,953		$	57,535		$	223,158		$	224,740		$	259,091		$	200,743		$	149,565		$	170,304		$	159,150		$	165,413
Capital expenditures		(13,820	)		(12,203	)		(48,664	)		(47,047	)		(48,001	)		(48,144	)		(44,137	)		(44,239	)		(45,827	)		(54,689	)
Free cash flow (non-GAAP)	$	42,133		$	45,332		$	174,494		$	177,693		$	211,090		$	152,599		$	105,428		$	126,065		$	113,323		$	110,724

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Adtalem Global Education Inc.

Non-GAAP Outlook Disclosure

(unaudited)

(in millions, except per share data)

	Year Ended
	June 30, 2021
Expected earnings per share, diluted (GAAP)	2.73 to 2.98
Expected effects on diluted earnings per share:
Estimated incremental acquisition integration costs
Estimated incremental purchase accounting adjustment - deferred revenue
Estimated incremental purchase accounting adjustment - intangible amortization
Estimated income tax impact on non-GAAP adjustments(1)		)
Expected adjusted earnings per share from continuing operations excluding special items, diluted (non-GAAP)(2)	4.20 to 4.45
Diluted shares used in EPS calculation

All values are in US Dollars.

(1) Represents the estimated income tax impact of non-GAAP continuing operations adjustments that is recognized in our GAAP financial statements.

(2) The outlook provided above does not reflect the potential impact of any business or asset acquisitions or dispositions that may occur during fiscal year 2022, besides Walden University. The expected effects on diluted earnings per share (“EPS”) of the items listed above are estimates related to the Walden University acquisition. We are not able to estimate additional special items not currently identified, which may occur during fiscal year 2022 that could impact the GAAP expected EPS provided above.

	Year Ended
	June 30, 2021
Expected revenue (GAAP)	1,676 to 1,726
Estimated incremental purchase accounting adjustment - deferred revenue
Expected revenue excluding special items (non-GAAP)(3)	1,685 to 1,735

All values are in US Dollars.

(3) The outlook provided above does not reflect the potential impact of any business or asset acquisitions or dispositions that may occur during fiscal year 2022, besides Walden University. The expected effects on revenue of the item listed above is an estimate related to the Walden University acquisition.