ADTALEM GLOBAL EDUCATION INC. Administration’s Dialogue and Evaluation of Monetary Situation and Outcomes of Operations (kind 10-Q)

On this Administration’s Dialogue and Evaluation of Monetary Situation and Outcomes
of Operations (“MD&A”), Adtalem International Schooling Inc., along with its
subsidiaries, is collectively known as “Adtalem,” “we,” “our,” “us,” or
related references.

Discussions inside this MD&A might comprise forward-looking statements. See the
“Ahead-Wanting Statements” part for particulars in regards to the uncertainties that
may trigger our precise outcomes to be materially completely different than these expressed
in our forward-looking statements.

All through this MD&A, we generally use data derived from the Consolidated
Monetary Statements and the notes thereto however not introduced in accordance with
U.S. typically accepted accounting ideas (“GAAP”). Sure of this stuff
are thought of “non-GAAP monetary measures” beneath the Securities and Alternate
Fee (“SEC”) guidelines. See the “Non-GAAP Monetary Measures and
Reconciliations” part for the explanations we use these non-GAAP monetary
measures and the reconciliations to their most immediately comparable GAAP
monetary measures.

Sure objects introduced in tables might not sum resulting from rounding. Percentages
introduced are calculated from the underlying numbers in 1000’s. Discussions
all through this MD&A are based mostly on persevering with operations until in any other case famous.
The MD&A must be learn at the side of the Consolidated Monetary
Statements and the notes thereto.

Accessible Info

We use our web site (www.adtalem.com) as a routine channel of distribution of
firm data, together with press releases, displays, and supplemental
data, as a method of exposing materials personal data and for
complying with our disclosure obligations beneath Regulation FD. Accordingly,
buyers ought to monitor our web site along with following press releases,
SEC filings, and public convention calls and webcasts. Traders and others can
obtain notifications of recent data posted on our investor relations
web site in actual time by signing up for e-mail alerts. You may additionally entry our
annual studies on Kind 10-Ok, quarterly studies on Kind 10-Q, present studies on
Kind 8-Ok, and amendments to these studies, in addition to different studies referring to
us which are filed with or furnished to the SEC, freed from cost within the investor
relations part of our web site as quickly as moderately practicable after such
materials is electronically filed with or furnished to the SEC. The SEC additionally
maintains a web site that accommodates studies, proxy and knowledge

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statements, and different data concerning issuers that file electronically
with the SEC at www.sec.gov. The content material of the web sites talked about above isn’t
included into and shouldn’t be thought of part of this report.

Segments

Throughout the first quarter of fiscal yr 2022, Adtalem made a change to its
reportable segments to align with present strategic priorities and useful resource
allocation.

As of December 31, 2021, Adtalem eradicated its Monetary Providers phase when
the Affiliation of Licensed Anti-Cash Laundering Specialists (“ACAMS”), Becker
Skilled Schooling (“Becker”), OnCourse Studying (“OCL”), and EduPristine
have been categorised as discontinued operations and property held on the market. In
accordance with GAAP, we’ve got categorised ACAMS, Becker, OCL, and EduPristine
entities as “Held for Sale” and “Discontinued Operations” in all intervals
introduced as relevant. Consequently, all monetary outcomes, disclosures, and
discussions of constant operations on this Quarterly Report on Kind 10-Q
exclude ACAMS, Becker, OCL, and EduPristine operations, until in any other case famous.
As well as, we proceed to incur prices related to ongoing litigation and
settlements associated to the DeVry College divestiture, which was accomplished
throughout fiscal yr 2019, and are categorised as expense inside discontinued
operations. See Observe 4 “Discontinued Operations and Property Held for Sale” to the
Consolidated Monetary Statements for added discontinued operations
data.

We current three reportable segments as follows:

Chamberlain – Presents diploma and non-degree applications within the nursing postsecondary
schooling trade. This phase contains the operations of Chamberlain
College (“Chamberlain”).

Walden – Presents greater than 100 on-line certificates, bachelor’s, grasp’s, and
doctoral levels, together with these in nursing, schooling, counseling, enterprise,
psychology, public well being, social work and human companies, public administration
and public coverage, and felony justice. This phase contains the operations of
Walden College (“Walden”), which was acquired by Adtalem on August 12, 2021.
See Observe 3 “Acquisitions” to the Consolidated Monetary Statements for
further data on the acquisition.

Medical and Veterinary – Presents diploma and non-degree applications within the medical
and veterinary postsecondary schooling trade. This phase contains the
operations of the American College of the Caribbean College of Drugs
(“AUC”), Ross College College of Drugs (“RUSM”), and Ross College College
of Veterinary Drugs (“RUSVM”), that are collectively known as the
“medical and veterinary colleges.”

“Residence Workplace and Different” contains actions not allotted to a reportable
phase. Monetary and descriptive details about Adtalem’s reportable
segments is introduced in Observe 20 “Phase Info” to the Consolidated
Monetary Statements.

Sure bills beforehand allotted to ACAMS, Becker, OCL, and EduPristine
inside our former Monetary Providers phase throughout fiscal yr 2021 and the
first quarter of fiscal yr 2022 have been reclassified to the Residence Workplace and
Different phase based mostly on discontinued operations reporting steerage concerning
allocation of company overhead. Starting within the second quarter of fiscal yr
2022, these prices are being allotted to the Chamberlain, Walden, and Medical
and Veterinary segments.

Walden College Acquisition

On August 12, 2021, Adtalem accomplished the acquisition of all of the issued and
excellent fairness curiosity in Walden e-Studying, LLC, a Delaware restricted
legal responsibility firm (“e-Studying”), and its subsidiary, Walden College, LLC, a
Florida restricted legal responsibility firm, from Laureate Schooling, Inc. (“Laureate” or
“Vendor”) in change for a purchase order value of $1.5 billion in money, as set forth
within the Membership Curiosity Buy Settlement (the “Settlement) (the
“Acquisition”). See the “Liquidity and Capital Assets” part of this MD&A
for a dialogue on the financing used to fund the Acquisition. The dangers and
uncertainties associated to the Acquisition are described in Merchandise 1A. “Threat
Elements” of our Annual Report on Kind 10-Ok for the fiscal yr ended June 30,
2021 (“2021 Kind 10-Ok”).

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Second Quarter Highlights

Monetary and operational highlights for the second quarter of fiscal yr 2022
embrace:

Adtalem income grew $136.Eight million, or 58.4%, within the second quarter of fiscal

yr 2022 in comparison with the year-ago quarter. Excluding the impact of the Walden

? acquisition, Adtalem income declined $3.Eight million, or 1.6%, within the second

quarter of fiscal yr 2022 in comparison with the year-ago quarter. The Chamberlain

and Medical and Veterinary segments noticed declines in income.

Web earnings attributable to Adtalem of $17.9 million ($0.36 diluted earnings per

share) decreased $5.5 million ($0.08 per share) within the second quarter of fiscal

yr 2022 in comparison with web earnings attributable to Adtalem of $23.Three million in

the year-ago quarter. This lower was primarily pushed by elevated curiosity

? expense, partially offset by a lower in earnings tax expense. Web earnings from

persevering with operations excluding particular objects of $37.Eight million ($0.75 diluted

earnings per share) elevated $5.6 million ($0.14 per share), or 17.3%, within the

second quarter of fiscal yr 2022 in comparison with the year-ago quarter. This

enhance was pushed principally by the addition of Walden operations, partially

offset by decrease working earnings at Chamberlain and elevated curiosity expense.

For the November 2021 session, new and complete pupil enrollment at Chamberlain

decreased 0.5% and a pair of.1%, respectively, in comparison with the identical session final yr.

? Chamberlain skilled declining enrollment in a number of applications, with probably the most

pronounced being within the Registered Nurse to Bachelor of Science in Nursing

(“RN-to-BSN”) on-line diploma program.

On August 12, 2021, Adtalem accomplished its acquisition of Walden. For the

December 2021 time period, new and complete pupil enrollment at Walden was 4,999 and

? 41,158 college students, respectively. New and complete enrollment decreased 18.3% and

9.1%, respectively, from quantities as calculated within the prior yr by Walden

whereas managed by Laureate Schooling, Inc., and are included right here for

comparative functions solely.

Overview of the Influence of COVID-19

On March 11, 2020, the novel coronavirus (“COVID-19”) outbreak was declared a
pandemic by the World Well being Group. COVID-19 has had tragic penalties
throughout the globe and altered enterprise and shopper exercise throughout many
industries. Administration initiated a number of adjustments to the operations of our
establishments and administrative features so as to shield the well being of our
college students and workers and to mitigate the monetary results of COVID-19 and its
resultant financial slowdown. We are going to proceed to judge, and if acceptable,
undertake different measures sooner or later required for the continued security of our
college students and workers.

Outcomes of Operations

Administration believes the decreased enrollments at Chamberlain and Walden, and to
a lesser extent at Medical and Veterinary, are partially pushed by disruptions
within the nursing and healthcare markets attributable to COVID-19. The quantity of income,
working earnings, and earnings per share losses within the second quarter and first
six months of fiscal yr 2022 pushed by this disruption should not quantifiable.
Administration anticipates COVID-19 will proceed to negatively have an effect on consolidated
income, working earnings, web earnings, and earnings per share through the
the rest of fiscal yr 2022 and past or for so long as the pandemic and the
varied surges proceed. Within the second quarter and first six months of fiscal
yr 2022, we skilled larger variable bills related to bringing
college students again to campus and offering a protected setting within the context of
COVID-19 as we proceed to maneuver again to in-person instruction at Chamberlain and
the medical and veterinary colleges. These larger variable bills are anticipated
to proceed through the the rest of fiscal yr 2022; nonetheless, these are
bills incurred within the regular course of on campus operations and won’t be
categorized as COVID-19 bills. COVID-19 results on the second quarter and
first six months of fiscal yr 2022 and 2021 outcomes of operations of the
Adtalem establishments are described under.

?Chamberlain: Roughly 30% of Chamberlain’s college students are based mostly at campus
areas and pursuing their Bachelor of Science in Nursing (“BSN”) diploma; at
the onset of the COVID-19 outbreak, all campus-based college students transitioned to
on-line studying for didactic and choose medical experiences. The remaining 70%
of Chamberlain’s college students are enrolled in on-line applications which will or might not
have medical elements and people applications continued to

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efficiently function. College students and workers have returned to all Chamberlain
campuses for onsite instruction. Administration believes that COVID-19 disruptions
within the healthcare trade might have pushed the enrollment selections of potential
college students within the September 2021 and November 2021 periods; nonetheless, the
ensuing income losses particular to COVID-19 should not quantifiable. COVID-19 did
not end in considerably elevated prices at Chamberlain within the second quarter
and first six months of fiscal yr 2022 or 2021. The extent of the impression
through the the rest of fiscal yr 2022 and past can be decided based mostly on
the size and severity of the consequences of COVID-19, the efficacy and
distribution of the vaccines, and whether or not any pandemic surge impacts healthcare
amenities’ capacity to proceed to supply medical experiences. Chamberlain has
medical partnerships with healthcare amenities throughout the U.S., minimizing the
danger of suspension of all onsite medical schooling experiences.
?Walden: All of Walden’s college students are enrolled in on-line applications and these
applications have continued to efficiently function all through the COVID-19
pandemic. Administration believes that COVID-19 disruptions within the healthcare
trade might have pushed the enrollment selections of potential college students within the
September 2021 and December 2021 phrases; nonetheless, the ensuing income losses
particular to COVID-19 should not quantifiable. COVID-19 didn’t end in elevated
prices at Walden within the second quarter and first six months of fiscal yr 2022.
The extent of the impression through the the rest of fiscal yr 2022 and past
can be decided based mostly on the size and severity of the consequences of COVID-19
and the efficacy and distribution of the vaccines.
?AUC and RUSM: Medical college students enrolled within the primary science portion of their
program transitioned to on-line studying on the onset of the COVID-19 outbreak.
Many college students left St. Maarten and Barbados to proceed their research remotely
from different areas. AUC and RUSM have been capable of present distant studying and have
college students stay eligible for U.S. federal monetary help help beneath a
waiver supplied by the U.S. Secretary of Schooling that was included within the
Coronavirus Support, Aid, and Financial Safety Act (the “CARES Act”) signed into
legislation in March 2020. The waiver was dependent upon the host nation’s coronavirus
state of emergency declaration. The nation of St. Maarten lifted their
declaration in June 2020, and because of this, AUC’s capacity to supply distance
schooling ended after the September 2020 semester, requiring all AUC college students to
return to St. Maarten for primary science instruction efficient January 2021. A
restricted variety of RUSM college students started returning to Barbados in January and Might
2021 with a full return occurring for the September 2021 semester. The
Consolidated Appropriates Act, 2021 (the “Appropriations Act”) was signed into
legislation in December 2020, and corrected technical errors within the CARES Act, which
clarified the authority to function by way of distance studying resulting from a declaration of
an emergency in an relevant nation or a qualifying emergency within the U.S. This
part additionally extends these flexibilities via the tip of the qualifying
emergency or June 30, 2022, whichever is later. The Appropriations Act supplies
Adtalem’s overseas establishments the flexibility to proceed distance schooling
with out disruption to their college students’ Title IV federal monetary help. Administration
believes uncertainties attributable to COVID-19 might have pushed the enrollment
selections of potential and present college students; nonetheless, COVID-19 didn’t end in
vital or quantifiable income losses or elevated prices inside the primary
science applications on the medical colleges within the second quarter and first six
months of fiscal yr 2022 or 2021, besides with respect to housing operations in
fiscal yr 2021, as mentioned under. COVID-19 will probably proceed to have a
minimal impression on primary science program income in fiscal yr 2022, until
vital numbers of scholars select to not proceed or begin their research
throughout this time of uncertainty. The extent of the impression through the the rest
of fiscal yr 2022 and past can be decided based mostly on the size and
severity of the consequences of COVID-19 and the efficacy and distribution of the
vaccines. College students who’ve accomplished their primary science schooling progress to
medical rotations within the U.S. and the U.Ok. Medical rotations for all college students
have been briefly suspended in March 2020; nonetheless, some college students have been capable of
take part in on-line medical elective programs throughout this transition interval
and past. The COVID-19 surge skilled through the winter in fiscal yr 2021
throughout the U.S. induced many accomplice hospitals to once more cut back the hours
obtainable for medical experiences. Consequently, though many college students have been
capable of resume their medical schooling through the second quarter of fiscal yr
2021, administration estimates that not with the ability to supply a full medical program
lowered mixed income of AUC and RUSM by roughly $Three million and $7
million and working earnings losses by roughly $2 million and $Four million
within the second quarter and first six months of fiscal yr 2021, respectively. As
of June 2021, all medical companions of AUC and RUSM have resumed their medical
applications. Consequently, COVID-19 didn’t end in any misplaced medical income in
the second quarter and first six months of fiscal yr 2022. Ought to future
surges in COVID-19 once more limit the variety of medical hours obtainable to our
college students, we may expertise unfavorable results on income and working earnings
in future intervals. Adtalem has medical partnerships with hospitals throughout the
U.S. and the U.Ok., minimizing the chance of suspension of all onsite medical
schooling experiences. Along with the lack of medical income and working
earnings at AUC and RUSM, administration estimates losses of housing and pupil
transportation income of roughly $Three million and $Eight million and working
earnings

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losses of roughly $Three million and $6 million within the second quarter and
first six months of fiscal yr 2021, respectively, resulting from college students not
returning to the St. Maarten and Barbados campuses. All college students have been again on
the 2 campuses within the first quarter of fiscal yr 2022, and subsequently,
COVID-19 didn’t end in misplaced housing and pupil transportation income in
the second quarter and first six months of fiscal yr 2022.
?RUSVM: All primary science veterinary college students transitioned to on-line studying
starting in March 2020. Many college students left St. Kitts in March 2020 to proceed
their research remotely from different areas. As of Might 2021, all primary science
college students have returned to St. Kitts the place lectures proceed to be delivered in
-person and remotely and labs are in-person. COVID-19 didn’t end in
vital income losses or elevated prices inside the primary science program
within the second quarter and first six months of fiscal yr 2022 or 2021. We do
not count on a major impression from COVID-19 on the fundamental science program for
the rest of fiscal yr 2022, until college students select to not proceed or
begin their research throughout this time of uncertainty. RUSVM continued to supply
distant studying through the pandemic and college students remained eligible for U.S.
federal monetary help help beneath a waiver supplied by the CARES Act and
the Appropriations Act. The Appropriations Act extends via the tip of the
qualifying emergency or June 30, 2022, whichever is later, as described above.
College students who’ve accomplished their primary science schooling progress to medical
rotations at choose universities within the U.S., Canada, Australia, Eire, New
Zealand, and the U.Ok. Just a few universities initially suspended onsite medical
experiences and transitioned college students to on-line schooling. All universities have
since resumed onsite medical programs. The preliminary suspensions didn’t
considerably cut back income or working earnings within the second quarter and first
six months of fiscal yr 2022 or 2021. Whereas we don’t count on a major
impression from COVID-19 at RUSVM, the extent of the impression on medical experiences
through the the rest of fiscal yr 2022 and past can be decided based mostly on
the size and severity of the consequences of COVID-19 and the efficacy and
distribution of the vaccines.
?Administrative Operations: Most establishment and residential workplace administrative
operations proceed to principally be carried out remotely. This contains
operations in each the U.S. and all overseas areas. These distant work
preparations haven’t adversely affected Adtalem’s capacity to keep up
operations, monetary reporting methods, inner management over monetary
reporting, or disclosure controls and procedures. The effectiveness of our
distant expertise permits our capacity to keep up these methods and controls.
Administration doesn’t anticipate Adtalem can be materially impacted by any
constraints or different impacts on our human capital sources and productiveness.
Journey restrictions and border closures should not anticipated to have a fabric
impression on our capacity to function and obtain operational objectives. Whereas current
journey expenditures have been decrease than historic ranges, we’d count on
these prices to extend as the consequences of COVID-19 dissipate. No vital
dwelling workplace prices have been incurred associated to COVID-19 within the second quarter and
first six months of fiscal yr 2022 or 2021 and no such prices are anticipated
through the the rest of fiscal yr 2022 and past.

Though COVID-19 has had a unfavorable impact on the working outcomes of all 4
reporting items that comprise goodwill and indefinite-lived intangible property as
of December 31, 2021, presently not one of the results are thought of
vital sufficient to create an impairment triggering occasion since our annual
goodwill impairment evaluation on Might 31, 2021. Whereas administration has thought of
the consequences of the COVID-19 pandemic in evaluating the existence of an
impairment triggering occasion, it’s attainable that results to income and money
flows can be extra vital than at present anticipated if the consequences of the
COVID-19 pandemic and measures established to fight the virus proceed for an
prolonged time frame. Ought to financial circumstances deteriorate past
expectations through the the rest of fiscal yr 2022, an impairment triggering
occasion may come up and require reassessment of the honest values of goodwill and
intangible property.

Liquidity

Adtalem’s money and money equivalents stability as of December 31, 2021 was $275.4
million. Adtalem used $19.Zero million in working money movement from persevering with
operations within the first six months of fiscal yr 2022. Within the occasion of
surprising market circumstances or unfavorable financial adjustments, together with these
attributable to COVID-19, that might negatively have an effect on Adtalem’s earnings and/or
working money movement, Adtalem maintains a $400 million revolving credit score facility
with availability of $316.Zero million as of December 31, 2021. Administration
at present tasks that COVID-19 will proceed to impact operations;
nonetheless, we consider the present balances of money, money generated from
operations, and our credit score facility can be adequate to fund each Adtalem’s
present home and worldwide operations and progress plans within the
foreseeable future. See additional dialogue on the brand new financing executed to
shut the Acquisition within the part of this MD&A titled “Liquidity and Capital
Assets.”

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Outcomes of Operations

The next desk presents chosen Consolidated Statements of Revenue (Loss)
knowledge as a proportion of income:

Three Months Ended Six Months Ended
December 31, December 31,
2021 2020 2021 2020
Income 100.0 % 100.0 % 100.0 % 100.0 %
Value of academic companies 48.6 % 51.5 % 50.4 % 50.0 %
Pupil companies and administrative
expense 41.4 % 30.8 % 42.9 % 31.6 %
Restructuring expense 0.9 % 0.5 % 1.0 % 0.9 %
Enterprise acquisition and integration
expense 2.4 % 4.7 % 5.4 % 5.4 %
Complete working price and expense 93.3 % 87.6 % 99.6 % 87.9 %
Working earnings 6.7 % 12.4 % 0.4 % 12.1 %
Web different expense (6.8) % (0.6) % (10.8) % (0.8) %
(Loss) earnings from persevering with
operations earlier than earnings taxes (0.1) % 11.8 % (10.4) % 11.3 %
Profit from (provision for) earnings
taxes 10.6 % (1.5) % 4.7 % (1.7) %
Revenue (loss) from persevering with
operations 10.5 % 10.2 % (5.8) % 9.6 %
Loss from discontinued operations, web
of tax (5.7) % (0.3) % (0.3) % (0.1) %
Web earnings (loss) 4.8 % 9.9 % (6.1) % 9.5 %
Web loss attributable to redeemable
noncontrolling curiosity from
discontinued operations 0.0 % 0.1 % 0.0 % 0.1 %
Web earnings (loss) attributable to
Adtalem 4.8 % 9.9 % (6.1) % 9.5 %

Income

The next tables current income by phase detailing the adjustments from the
year-ago intervals (in 1000’s):

Three Months Ended December 31, 2021
Medical and
Chamberlain Walden Veterinary Consolidated
Fiscal yr 2021 as reported $ 141,977 $ – $ 92,419 $ 234,396
Natural decline (2,856) – (969) (3,825)
Impact of acquisitions – 140,627 – 140,627
Fiscal yr 2022 as reported $ 139,121 $ 140,627 $ 91,450 $ 371,198

Fiscal yr 2022 % change:
Natural decline (2.0) % NM (1.0) % (1.6) %
Impact of acquisitions – NM – 60.0 %

Fiscal yr 2022 % change as reported (2.0) % NM

(1.0) % 58.4 %

Six Months Ended December 31, 2021
Medical and
Chamberlain Walden Veterinary Consolidated
Fiscal yr 2021 as reported $ 275,741 $ – $ 177,481 $ 453,222
Natural decline (981) – (1,217) (2,198)
Impact of acquisitions – 209,244 – 209,244
Fiscal yr 2022 as reported $ 274,760 $ 209,244 $ 176,264 $ 660,268

Fiscal yr 2022 % change:
Natural decline (0.4) % NM (0.7) % (0.5) %
Impact of acquisitions – NM – 46.2 %

Fiscal yr 2022 % change as reported (0.4) % NM

(0.7) % 45.7 %

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Chamberlain

Chamberlain Pupil Enrollment:

Fiscal 12 months 2022
Session July 2021 Sept. 2021 Nov. 2021
New college students 2,810 5,487 2,916
% change from prior yr 1.5 % (13.4) % (0.5) %
Complete college students 32,729 34,539 33,648
% change from prior yr 1.6 % (2.8) % (2.1) %

Fiscal 12 months 2021
Session July 2020 Sept. 2020 Nov. 2020 Jan. 2021 Mar. 2021 Might 2021
New college students 2,768 6,333 2,931 5,202 3,283 4,363
% change from prior yr 15.5 % 13.2 % 8.1 % (1.7) % 6.8 % 3.6 %
Complete college students 32,198 35,525 34,387 35,750 35,702 34,930
% change from prior yr 12.2 % 11.9 % 10.2 %

5.6 % 5.8 % 4.6 %

Chamberlain income decreased 2.0%, or $2.9 million, to $139.1 million within the
second quarter and decreased 0.4%, or $1.Zero million, to $274.Eight million within the
first six months of fiscal yr 2022 in comparison with the year-ago intervals. These
decreases have been pushed by declining complete enrollments within the September 2021 and
November 2021 periods in comparison with the identical periods from the prior yr.
Chamberlain admitted its largest class of campus college students in September 2020,
which partially explains the decline within the September 2021 comparable session,
as enrollment adjustments return to historic ranges. Administration believes {that a}
lower in new and complete pupil enrollment in a number of applications, with probably the most
pronounced being within the RN-to-BSN on-line diploma program, might partially be pushed
by extended COVID-19 pandemic disruptions within the healthcare trade. It’s
anticipated disruptions attributable to COVID-19 might proceed to impact enrollment for as
lengthy because the pandemic continues to emphasize the healthcare market.

Chamberlain at present operates 23 campuses in 15 states, together with Chamberlain’s
latest campus in Irwindale, California, which started instruction in Might 2021.

Tuition Charges:

Tuition for the BSN onsite diploma program ranges from $675 to $730 per credit score
hour. Tuition for the Registered Nurse to BSN (“RN-to-BSN”) on-line diploma
program is $590 per credit score hour. Tuition for the net Grasp of Science in
Nursing (“MSN”) diploma program is $650 per credit score hour. Tuition for the net
Household Nurse Practitioner (“FNP”) diploma program is $665 per credit score hour.
Tuition for the net Physician of Nursing Follow (“DNP”) diploma program is $775
per credit score hour. Tuition for the net Grasp of Public Well being (“MPH”) diploma
program is $550 per credit score hour. Tuition for the net Grasp of Social Work
(“MSW”) diploma program is $695 per credit score hour. These tuition charges don’t
embrace the price of course charges, books, provides, transportation, medical charges,
dwelling bills, or different charges as listed within the Chamberlain College tutorial
catalog.

Walden

Walden Pupil Enrollment:

Fiscal 12 months 2022
Time period Sept. 2021 Dec. 2021
New college students 8,413 4,999
Complete college students 44,886 41,158

Walden new and complete pupil enrollment represents these college students attending
tutorial periods as of September 30, 2021 and December 31, 2021. Walden
income was $140.6 million within the second quarter and $209.2 million within the first
six months of fiscal yr 2022, which incorporates the deferred income buy
accounting adjustment of $2.Four million and $8.6 million within the second quarter and
first six months of fiscal yr 2022, respectively. There was no comparable

income in

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the year-ago intervals as Adtalem acquired Walden on August 12, 2021. Administration
believes new and complete enrollment was presumably negatively affected by COVID-19
disruptions within the healthcare trade and the unfavorable publicity surrounding
the now concluded U.S. Division of Justice inquiry into potential false
representations and false promoting to college students. This inquiry finally
concluded favorably, with no findings of misconduct by Walden. As well as, the
uncertainty from potential college students across the change in management and the Walden
acquisition might have negatively affected enrollment. It’s anticipated disruptions
attributable to COVID-19 might proceed to impact enrollment for so long as the pandemic
continues to emphasize the healthcare market.

Tuition Charges:

On a per credit score hour foundation, tuition for Walden applications vary from $120 per
credit score hour to $995 per credit score hour, with the wide selection as a result of nature of
the applications. Normal schooling programs are charged at $325 per credit score hour.
Different subscription based mostly studying modalities are billed on a subscription or
time period foundation and vary from $1,500 to $6,800 per time period. College students are charged a
expertise payment that ranges from $75 to $210 per time period in addition to a medical payment
of $150 per course for particular applications. Some applications require college students to
attend residencies, expertise labs, and pre-practicum labs, that are charged at a
vary of $975 to $2,475 per occasion. These tuition charges, occasion prices, and costs
don’t embrace the price of books or private expertise, provides,
transportation, or dwelling bills.

Medical and Veterinary

Medical and Veterinary Pupil Enrollment:

Fiscal 12 months 2022
Semester Sept. 2021
New college students 878
% change from prior yr (4.6) %
Complete college students 5,449
% change from prior yr (6.9) %

Fiscal 12 months 2021
Semester Sept. 2020 Jan. 2021 Might 2021
New college students 920 589 611
% change from prior yr 5.5 % 21.2 % 12.3 %
Complete college students 5,850 5,292 5,126
% change from prior yr 4.3 % (6.2) % (1.2) %

Medical and Veterinary income decreased 1.0%, or $1.Zero million, to $91.5 million
within the second quarter and decreased 0.7%, or $1.2 million, to $176.Three million in
the primary six months of fiscal yr 2022 in comparison with the year-ago intervals,
pushed by decrease enrollment, partially offset by a rise in medical income
at AUC for the primary six months of fiscal yr 2022 and elevated medical
income and housing income at RUSM for the second quarter and first six months
of fiscal yr 2022.

Within the September 2021 semester, complete pupil enrollment elevated at AUC however
declined at RUSM and RUSVM whereas new pupil enrollment elevated at RUSVM however
declined at AUC and RUSM. The decline in complete pupil enrollment at RUSM was
pushed by the shortcoming to supply medical experiences to all eligible college students
attributable to a rise in college students ready to cross their USMLE Step 1 examination. If a
pupil has not but began in a medical program, isn’t eligible to be
enrolled in a medical program, or not taking part in different academic
experiences, they don’t seem to be included within the enrollment depend for that semester.
This medical backlog is lowering and is predicted to be much less of a think about
enrollments within the close to time period. Administration believes elevated competitors for
college students and hesitancy on taking part in on campus instruction have been drivers of
decrease new pupil enrollment. Complete enrollment at RUSM and RUSVM additionally declined
resulting from larger pupil withdrawals and leaves of absence. Administration is executing
its plan to distinguish the medical and veterinary colleges from the
competitors, with a core aim of accelerating worldwide college students, rising
affiliations with traditionally black faculties and universities (“HBCU”) and
Hispanic-serving establishments (“HSI”), increasing AUC’s medical schooling program
based mostly within the U.Ok. in partnership with the College of Central Lancashire
(“UCLAN”), and enhancing the effectiveness of promoting and enrollment
investments.

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Tuition Charges:

Efficient for semesters starting in September 2021, tuition charges for the

? starting primary sciences and ultimate medical rotation parts of AUC’s medical

program are $23,800 and $26,625, respectively, per semester. These tuition

charges symbolize a 2.4% enhance from the prior tutorial yr.

Efficient for semesters starting in September 2021, tuition charges for the

? starting primary sciences and ultimate medical rotation parts of RUSM’s medical

program are $24,750 and $27,310, respectively, per semester. These tuition

charges symbolize a 2.4% enhance from the prior tutorial yr.

For college students who entered the RUSVM program in September 2018 or later, the

tuition charge for the pre-clinical (Semesters 1-7) and medical curriculum

(Semesters 8-10) is $21,603 per semester efficient September 2021. For college students

? who entered RUSVM earlier than September 2018, tuition charges for the pre-clinical and

medical curriculum are $20,066 and $25,190, respectively, per semester

efficient September 2021. All of those tuition charges symbolize a 3.5% enhance

from the prior tutorial yr.

The respective tuition charges for AUC, RUSM, and RUSVM don’t embrace the price of
transportation, dwelling bills, or medical health insurance.

Value of Instructional Providers

The biggest part of price of academic companies is the price of school and
employees who help academic operations. This expense class additionally contains
the prices of amenities, adjunct school, provides, housing, bookstore, different
academic supplies, pupil education-related help actions, and the
provision for unhealthy money owed. We now have not but skilled vital inflationary
pressures on wages or different prices of delivering our instructional companies;
nonetheless, ought to inflation persist within the total financial system, price enhance may
have an effect on our outcomes of operations sooner or later. The next tables current
price of academic companies by phase detailing the adjustments from the year-ago
intervals (in 1000’s):

Three Months Ended December 31, 2021
Medical and Residence Workplace
Chamberlain Walden Veterinary and Different Consolidated
Fiscal yr 2021 as reported $ 63,989 $ – $ 56,283 $ 555 $ 120,827
Value enhance (lower) 2,608 – (2,138) (555) (85)
Impact of acquisitions – 59,678 – – 59,678

Fiscal yr 2022 as reported $ 66,597 $ 59,678 $ 54,145 $

– $ 180,420

Fiscal yr 2022 % change:
Value enhance (lower) 4.1 % NM (3.8) % NM (0.1) %
Impact of acquisitions – NM – NM 49.4 %
Fiscal yr 2022 % change as
reported 4.1 % NM (3.8) % NM 49.3 %

Six Months Ended December 31, 2021
Medical and Residence Workplace
Chamberlain Walden Veterinary and Different Consolidated
Fiscal yr 2021 as reported $ 123,721 $ – $ 101,662 $ 1,137 $ 226,520
Value enhance (lower) 8,564 – 4,793 (1,137) 12,220
Impact of acquisitions – 93,730 – – 93,730

Fiscal yr 2022 as reported $ 132,285 $ 93,730 $ 106,455 $

– $ 332,470

Fiscal yr 2022 % change:
Value enhance 6.9 % NM 4.7 % NM 5.4 %
Impact of acquisitions – NM – NM 41.4 %
Fiscal yr 2022 % change as
reported 6.9 % NM 4.7 % NM 46.8 %

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Value of academic companies elevated 49.3%, or $59.6 million, to $180.4
million within the second quarter and elevated 46.8%, or $106.Zero million, to $332.5
million within the first six months of fiscal yr 2022 in comparison with the year-ago
intervals. Excluding the impact of the Walden acquisition, price of schooling
companies decreased 0.1%, or $0.1 million, within the second quarter and elevated
5.4%, or $12.2 million, within the first six months of fiscal yr 2022 in comparison with
the year-ago intervals. Prices elevated within the first six months of fiscal yr
2022 primarily pushed by return to campus price will increase at Chamberlain, AUC,
RUSM, and RUSVM, elevated medical expense to help elevated medical hours,
and prices to help Chamberlain campus progress.

As a proportion of income, price of academic companies was 48.6% and 50.4% in
the second quarter and first six months of fiscal yr 2022, respectively,
in comparison with 51.5% and 50.0% within the year-ago intervals. The lower within the
proportion within the second quarter was primarily the results of the affect of
Walden’s larger gross margins for your entire quarter. Walden’s totally on-line
working mannequin leads to decrease price of academic companies. The rise in
the proportion within the first six months of fiscal yr 2022 was primarily the
results of return to campus, partially offset by Walden’s decrease relative price of
instruction for a portion of the six-month interval.

Pupil Providers and Administrative Expense

The coed companies and administrative expense class contains bills
associated to pupil admissions, advertising and marketing and promoting, common and
administrative, and amortization expense of finite-lived intangible property
associated to enterprise acquisitions. The next tables current pupil companies
and administrative expense by phase detailing the adjustments from the year-ago
intervals (in 1000’s):

Three Months Ended December 31, 2021
Medical and Residence Workplace
Chamberlain Walden Veterinary and Different Consolidated
Fiscal yr 2021 as reported $ 45,506 $ – $ 17,328 $ 9,426 $ 72,260
Value enhance (lower) 1,227 – 272 (1,763) (264)
Impact of acquisitions
excluding particular objects – 50,902 – – 50,902
Walden intangible
amortization expense – 30,699 – – 30,699

Fiscal yr 2022 as reported $ 46,733 $ 81,601 $ 17,600 $ 7,663 $ 153,597

Fiscal yr 2022 % change:
Value enhance (lower) 2.7 % NM 1.6 % NM (0.4) %
Impact of acquisitions
excluding particular objects – NM – NM 70.4 %
Impact of Walden intangible
amortization expense – NM – NM 42.5 %
Fiscal yr 2022 % change as
reported 2.7 % NM 1.6 % NM 112.6 %

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Six Months Ended December 31, 2021
Medical and Residence Workplace
Chamberlain Walden Veterinary and Different Consolidated
Fiscal yr 2021 as reported $ 89,370 $ – $ 34,169 $ 19,551 $ 143,090
Value enhance (lower) 6,459 – 270 (792) 5,937
Impact of acquisitions
excluding particular objects – 80,661 –

– 80,661
Walden intangible
amortization expense – 47,150 – – 47,150
CEO transition prices – – – 6,195 6,195

Fiscal yr 2022 as reported $ 95,829 $ 127,811 $ 34,439 $ 24,954 $ 283,033

Fiscal yr 2022 % change:
Value enhance 7.2 % NM 0.8 % NM 4.1 %
Impact of acquisitions
excluding particular objects – NM – NM 56.4 %
Impact of Walden intangible
amortization expense – NM – NM 33.0 %
Impact of CEO transition
prices – NM – NM 4.3 %
Fiscal yr 2022 % change as
reported 7.2 % NM 0.8 % NM 97.8 %

Pupil companies and administrative expense elevated 112.6%, or $81.Three million,
to $153.6 million within the second quarter and elevated 97.8%, or $139.9 million,
to $283.Zero million within the first six months of fiscal yr 2022 in comparison with the
year-ago intervals. Excluding the impact of the Walden acquisition and CEO
transition prices, pupil companies and administrative expense decreased 0.4%, or
$0.Three million, within the second quarter and elevated 4.1%, or $5.9 million, within the
first six months of fiscal yr 2022 in comparison with the year-ago intervals. Elevated
prices at Chamberlain within the first six months of fiscal yr 2022 have been primarily
pushed by larger advertising and marketing expense.

As a proportion of income, pupil companies and administrative expense was
41.4% and 42.9% within the second quarter and first six months of fiscal yr 2022,
respectively, in comparison with 30.8% and 31.6% within the year-ago intervals. The will increase
within the percentages have been primarily the results of a rise in Chamberlain
advertising and marketing expense, Walden intangible amortization expense and CEO transition
prices.

Restructuring Expense

Restructuring expense within the second quarter and first six months of fiscal yr
2022 was $3.Four million and $6.5 million, respectively, in comparison with $1.2 million
and $4.1 million within the year-ago intervals. The first driver of the elevated
restructure expense within the second quarter and first six months of fiscal yr
2022 was the upper severance prices associated to workforce reductions associated to
synergy actions with regard to the Walden acquisition. See Observe 6 “Restructuring
Fees” to the Consolidated Monetary Statements for added data on
restructuring prices.

Along with persevering with to incur restructuring prices or reversals associated to
exiting leased area from earlier restructuring actions, we’ve got begun
further restructuring plans to attain synergies with the Walden acquisition.

Enterprise Acquisition and Integration Expense

Enterprise acquisition and integration expense within the second quarter and first six
months of fiscal yr 2022 was $9.1 million and $35.6 million, respectively,
in comparison with $11.1 million and $24.5 million within the year-ago intervals. These are
transaction prices related to buying Walden and prices related to
integrating Walden into Adtalem. We count on to incur further integration prices
via the rest of fiscal yr 2022.

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Working Revenue

The next tables current working earnings by phase detailing the adjustments
from the year-ago intervals (in 1000’s):

Three Months Ended December 31, 2021
Medical and Residence Workplace
Chamberlain Walden Veterinary and Different Consolidated
Fiscal yr 2021 as reported $ 32,482 $ – $ 18,808 $ (22,226) $ 29,064
Natural change (6,691) – 898 2,317 (3,476)
Impact of acquisitions
excluding particular objects – 32,401 – – 32,401
Deferred income adjustment
change – (2,354) – – (2,354)
Restructuring expense change (335) (1,791) (188) 93 (2,221)
Enterprise acquisition and
integration expense change – – – 2,019 2,019
Walden intangible
amortization expense change – (30,699) – – (30,699)

Fiscal yr 2022 as reported $ 25,456 $ (2,443) $ 19,518

$ (17,797) $ 24,734

Six Months Ended December 31, 2021
Medical and Residence Workplace
Chamberlain Walden Veterinary and Different Consolidated
Fiscal yr 2021 as reported $ 62,651 $ – $ 41,649 $ (49,285) $ 55,015
Natural change (16,005) – (6,278) 1,929 (20,354)
Impact of acquisitions
excluding particular objects – 43,413 – – 43,413
Deferred income adjustment
change – (8,561) – – (8,561)
CEO transition prices change – – – (6,195) (6,195)
Restructuring expense change (335) (1,791) (188) (85) (2,399)
Enterprise acquisition and
integration expense change – – – (11,098) (11,098)
Walden intangible
amortization expense change – (47,150) – – (47,150)

Fiscal yr 2022 as reported $ 46,311 $ (14,089) $ 35,183

$ (64,734) $ 2,671

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The next desk presents a reconciliation of working earnings (GAAP) to
working earnings excluding particular objects (non-GAAP) by phase (in 1000’s):

Three Months Ended Six Months Ended
December 31, December 31,
Enhance Enhance
2021 2020 (Lower) 2021 2020 (Lower)
Chamberlain:
Working earnings (GAAP) $ 25,456 $ 32,482 (21.6) % $ 46,311 $ 62,651 (26.1) %
Restructuring expense 335 – 335 –
Working earnings excluding
particular objects (non-GAAP) $ 25,791 $ 32,482 (20.6) % $ 46,646 $ 62,651 (25.5) %

Walden:
Working loss (GAAP) $ (2,443) $ – NM $ (14,089) $ – NM
Deferred income adjustment 2,354 – 8,561 –
Restructuring expense 1,791 – 1,791 –
Walden intangible amortization
expense 30,699 – 47,150 –
Working earnings excluding
particular objects (non-GAAP) $ 32,401 $ – NM $ 43,413 $ – NM

Medical and Veterinary:
Working earnings (GAAP) $ 19,518 $ 18,808 3.8 % $ 35,183 $ 41,649 (15.5) %
Restructuring expense 188 – 188 –
Working earnings excluding
particular objects (non-GAAP) $ 19,706 $ 18,808 4.8 % $ 35,371 $ 41,649 (15.1) %

Residence Workplace and Different:
Working loss (GAAP) $ (17,797) $ (22,226) 19.9 % $ (64,734) $ (49,285) (31.3) %
CEO transition prices – – 6,195 –
Restructuring expense 1,073 1,166 4,167 4,082
Enterprise acquisition and
integration expense 9,060 11,079 35,613 24,515
Working loss excluding
particular objects (non-GAAP) $ (7,664) $ (9,981) 23.2 % $ (18,759) $ (20,688) 9.3 %

Adtalem International Schooling:
Working earnings (GAAP) $ 24,734 $ 29,064 (14.9) % $ 2,671 $ 55,015 (95.1) %
Deferred income adjustment 2,354 – 8,561 –
CEO transition prices – – 6,195 –
Restructuring expense 3,387 1,166 6,481 4,082
Enterprise acquisition and
integration expense 9,060 11,079 35,613 24,515
Walden intangible amortization
expense 30,699 – 47,150 –
Working earnings excluding
particular objects (non-GAAP) $ 70,234 $ 41,309 70.0 % $ 106,671 $ 83,612 27.6 %

Complete consolidated working earnings decreased 14.9%, or $4.Three million, to $24.7
million within the second quarter and decreased 95.1%, or $52.Three million, to $2.7
million within the first six months of fiscal yr 2022 in comparison with the year-ago
intervals. Excluding the impact of the Walden acquisition, complete consolidated
working earnings decreased $1.9 million and decreased $38.Three million within the
second quarter and first six months of fiscal yr 2022, respectively, in contrast
to the year-ago intervals. The first drivers of the working earnings decreases
within the second quarter and the primary six months of fiscal yr 2022 have been
decreased income at Chamberlain and Medical and Veterinary, elevated prices at
Chamberlain and Medical and Veterinary for return to campus, elevated advertising and marketing
expense at Chamberlain, and CEO transition prices. A further driver of the
working earnings lower within the first six months of fiscal yr 2022 was
elevated enterprise acquisition and integration prices.

Consolidated working earnings excluding particular objects elevated 70.0%, or $28.9
million, within the second quarter and elevated 27.6%, or $23.1 million, within the
first six months of fiscal yr 2022 in comparison with the year-ago intervals. The
addition of working earnings excluding particular objects from Walden was partially
offset by the drivers defined above for the opposite segments.

Chamberlain

Chamberlain working earnings decreased 21.6%, or $7.Zero million, to $25.5 million
within the second quarter and decreased 26.1%, or $16.Three million, to $46.Three million in
the primary six months of fiscal yr 2022 in comparison with the year-ago intervals. The
major drivers of the decreases in working earnings was decreased income,
elevated prices for return to campus and elevated advertising and marketing expense.

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Walden

Walden working loss was $2.Four million within the second quarter and an working
lack of $14.1 million within the first six months of fiscal yr 2022, which have been
impacted by intangible amortization expense and the deferred income buy
accounting changes. Phase working earnings excluding particular objects was
$32.Four million and $43.Four million within the second quarter and first six months of
fiscal yr 2022, respectively. There was no comparable working earnings within the
year-ago intervals as Adtalem acquired Walden on August 12, 2021.

Medical and Veterinary

Medical and Veterinary working earnings elevated 3.8%, or $0.7 million, to
$19.5 million within the second quarter and decreased 15.5%, or $6.5 million, to
$35.2 million within the first six months of fiscal yr 2022 in comparison with the
year-ago intervals. The first driver of the rise in working earnings within the
second quarter of fiscal yr 2022 was decrease unhealthy debt expense. The first
driver of the lower in working earnings within the first six months of fiscal
yr 2022 was a rise in prices for return to campus.

Web Different Expense

Web different expense within the second quarter and first six months of fiscal yr 2022
was $25.1 million and $71.6 million, respectively, in comparison with $1.5 million and
$3.7 million within the year-ago intervals. The rise in web different expense was
primarily the results of elevated borrowings (as mentioned in Observe 13 “Debt” to
the Consolidated Monetary Statements) to finance the Walden acquisition.

Profit from (Provision for) Revenue Taxes

Our efficient earnings tax charge (“ETR”) from persevering with operations can differ from
the 21% U.S. federal statutory charge resulting from a number of elements, together with the speed
of tax utilized by state and native jurisdictions, the speed of tax utilized to
earnings exterior the U.S., tax incentives, adjustments in valuation allowances,
liabilities for unsure tax positions, and tax advantages on stock-based
compensation awards. Moreover, our ETR is impacted by the provisions from
the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), which primarily features a
tax on international intangible low-taxed earnings (“GILTI”), a deduction for overseas
derived intangible earnings (“FDII”), and a limitation of tax advantages on sure
govt compensation. The impression of the Tax Act could also be revised in future
intervals as we get hold of further knowledge and contemplate any new rules or
steerage that could be launched.

Our earnings tax advantages from persevering with operations have been $39.Four million and $30.8
million within the three and 6 months ended December 31, 2021, respectively, and
our earnings tax bills from persevering with operations have been $3.6 million and $7.8
million within the three and 6 months ended December 31, 2020, respectively. The
enhance within the fiscal yr 2022 earnings tax profit is the results of the losses
incurred for the three and 6 months ended December 31, 2021, and a catch-up
tax profit recorded within the second quarter of fiscal yr 2022 as a result of change
within the full yr ETR after reflecting discontinued operations therapy for the
Monetary Providers phase.

On December 27, 2020, the Appropriations Act was enacted in response to the
COVID-19 pandemic. The Appropriations Act, amongst different issues, briefly
extends via December 31, 2025, sure expiring tax provisions, together with
look-through therapy of funds of dividends, curiosity, rents, and royalties
acquired or accrued from associated managed overseas firms. Moreover,
the Appropriations Act enacted new provisions and prolonged sure provisions
originated inside the CARES Act, enacted on March 27, 2020, together with an
extension of time for compensation of the deferred portion of workers’ payroll
tax via December 31, 2021, and a short lived allowance for full deduction of
sure enterprise meals. Adtalem elected to not defer the staff’ portion of
payroll tax. Administration doesn’t count on that the opposite provisions of the
Appropriations Act would end in a fabric tax or money profit.

On March 11, 2021, the American Rescue Plan Act of 2021 (the “Rescue Act”) was
enacted in response to the COVID-19 pandemic. The Rescue Act, amongst different
issues, expands the variety of workers topic to the tax deductibility
limitation of worker compensation in extra of $1 million for tax years
starting after December 31, 2026 and repeals the election for U.S. affiliated
teams to allocate curiosity expense on a worldwide foundation. Administration doesn’t
count on that the opposite provisions of the Rescue Act would end in a fabric
tax or money detriment.

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Discontinued Operations

Starting within the second quarter of fiscal yr 2022, ACAMS, Becker, OCL, and
EduPristine operations have been categorised as discontinued operations. As well as,
we proceed to incur prices related to ongoing litigation and settlements
associated to the DeVry College divestiture, which was accomplished throughout fiscal
yr 2019, and are categorised as expense inside discontinued operations.

Complete loss from discontinued operations attributable to Adtalem was $21.2
million and $2.Zero million within the second quarter and first six months of fiscal
yr 2022, respectively, in comparison with $0.6 million and $0.Three million within the
year-ago intervals.

Regulatory Setting

Pupil Funds

Adtalem’s major supply of liquidity is the money acquired from funds for
pupil tuition, books, different academic supplies, and costs. These funds
embrace funds originating as monetary help from varied federal and state mortgage
and grant applications, pupil and household academic loans (“personal loans”),
employer academic reimbursements, scholarships, and pupil and household
monetary sources. Adtalem continues to supply financing choices for its
college students, together with Adtalem’s credit score extension applications.

The next desk, which excludes ACAMS, Adtalem Brazil (divestiture accomplished
throughout fiscal yr 2020, Becker, EduPristine, and OCL income, summarizes
Adtalem’s income by fund supply as a proportion of complete income for fiscal
years 2021 and 2020.

Fiscal 12 months
2021 2020
Federal help (Title IV) program funding (grants and
loans) 72 % 71 %
State grants 1 % 1 %
Personal loans 2 %

2 %
Pupil accounts, money funds, personal scholarships,
employer and army supplied tuition help, and different 25 %

26 %
Complete 100 % 100 %

The sample of money receipts through the yr is seasonal. Adtalem’s money
collections on accounts receivable peak initially of every establishment’s time period.
Accounts receivable attain their lowest stage on the finish of every establishment’s
time period.

Monetary Support

Like different larger schooling corporations, Adtalem is extremely dependent upon the
well timed receipt of federal monetary help funds. All monetary help and help
applications are topic to political and governmental budgetary issues. In
the U.S., the Increased Schooling Act (“HEA”) guides the federal authorities’s
help of postsecondary schooling. If there are adjustments to monetary help
applications that limit pupil eligibility or cut back funding ranges, Adtalem’s
monetary situation and money flows may very well be materially and adversely affected.
See Merchandise 1A. “Threat Elements” in our 2021 Kind 10-Ok for a dialogue of pupil
monetary help associated dangers.

As well as, government-funded monetary help applications are ruled by
in depth and complicated rules within the U.S. Like some other academic
establishment, Adtalem’s administration of those applications is periodically reviewed
by varied regulatory companies and is topic to audit or investigation by different
governmental authorities. Any violation may very well be the idea for penalties or
different disciplinary motion, together with initiation of a suspension, limitation, or
termination continuing.

If the U.S. Division of Schooling (“ED”) determines that we’ve got did not
display both monetary duty or administrative functionality in any
pending program assessment, or in any other case determines that an establishment has violated
the phrases of its Program Participation Settlement (“PPA”), we may very well be topic to
sanctions together with: fines, penalties, reimbursement for discharged mortgage
obligations, a requirement to put up a letter of credit score, and/or suspension or
termination of our eligibility to take part within the Title IV applications.

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Throughout the fourth quarter of fiscal yr 2020 and the primary quarter of fiscal
yr 2021, ED provisionally recertified AUC, RUSM, and RUSVM’s Title IV PPAs
with expiration dates of December 31, 2022, March 31, 2023, and June 30, 2023,
respectively. The provisional nature of the agreements stemmed from elevated
and/or repeated Title IV compliance audit findings. No monetary ramifications,
similar to a letter of credit score, heightened money monitoring, or pupil enrollment
limitations, have been imposed on any of those establishments. Whereas corrective actions
have been taken to resolve previous compliance issues and eradicate the incidence
of repetition, if AUC, RUSM, or RUSVM fail to keep up administrative functionality
as outlined by ED whereas beneath provisional standing or in any other case fail to adjust to
ED necessities, the establishment(s) may lose eligibility to take part in
Title IV applications or have that eligibility adversely conditioned, which may
have a fabric antagonistic impact on the companies, monetary situation, outcomes
of operations, and money flows.

On October 13, 2016, DeVry College and ED reached a negotiated settlement (the
“ED Settlement”) to settle the claims asserted in a Discover of Intent to Restrict
from the Multi-Regional and Overseas College Participation Division of the Federal
Pupil Support workplace of the Division of Schooling (“ED FSA”). Underneath the phrases of
the ED Settlement, amongst different issues, with out admitting wrongdoing, DeVry
College agreed to sure compliance necessities concerning its previous and
future promoting, that DeVry College’s participation in Title IV applications
was topic to provisional certification for 5 years and that DeVry
College was required to put up a letter of credit score equal to the larger of 10%
of DeVry College’s annual Title IV disbursements or $68.Four million for a
five-year interval. The posted letter of credit score continued to be posted by Adtalem
following the closing of the sale of DeVry College. This letter of credit score
expired through the second quarter of fiscal yr 2022 and is not
excellent as of December 31, 2021.

Walden should apply periodically to ED for continued certification to take part
in Title IV applications. Such recertification typically is required each six
years, however could also be required earlier, together with when an establishment undergoes a
change in management. ED might place an establishment on provisional certification
standing if it finds that the establishment doesn’t totally fulfill all the
eligibility and certification requirements and in sure different circumstances, such
as when an establishment is licensed for the primary time or undergoes a change in
management. Throughout the interval of provisional certification, the establishment should
adjust to any further circumstances included within the establishment’s program
participation settlement. As well as, ED might extra intently assessment an establishment
that’s provisionally licensed if it applies for recertification or approval to
open a brand new location, add an academic program, purchase one other establishment or
make some other vital change. College students attending provisionally licensed
establishments stay eligible to obtain Title IV program funds. If ED determines
{that a} provisionally licensed establishment is unable to fulfill its
tasks beneath its program participation settlement, it could search to
revoke the establishment’s certification to take part in Title IV applications
with out advance discover or alternative for the establishment to problem the
motion. Walden College is at present on a short lived provisional program
participation settlement which is required for participation in Title IV applications
on a month-to-month foundation. Walden’s provisional certification previous to
acquisition was resulting from Walden’s prior mum or dad firm (Laureate Schooling Inc.)
failing composite rating beneath ED’s monetary duty requirements and ED’s
approval of Laureate’s preliminary public providing in February 2017, which it seen
as a change in management. Because of Adtalem’s acquisition of Walden, the
provisional nature of Walden’s program participation settlement stays in impact
on a month-to-month foundation whereas ED critiques the change in possession software
referring to the acquisition of Walden by Adtalem. Walden is also topic to a
letter of credit score and is topic to extra money administration necessities with
respect to its disbursements of Title IV funds, in addition to a restriction on
adjustments to its academic applications, together with a prohibition on the addition of
new applications or areas that had not been permitted by ED previous to the change
in possession through the interval wherein Walden participates beneath provisional
certification (both on account of the change in possession or due to the
continuation of the monetary duty letter of credit score). As of December
31, 2021, Adtalem maintains a letter of credit score for $84.Zero million in favor of ED,
which permits Walden to take part in Title IV applications. This letter of credit score,
which was assumed within the Acquisition, reduces Adtalem’s borrowing capability
dollar-for-dollar beneath its Credit score Facility (as outlined in Observe 13 “Debt” to the
Consolidated Monetary Statements).

An ED regulation often known as the “90/10 Rule” impacts solely proprietary
postsecondary establishments, similar to Chamberlain, Walden, AUC, RUSM, and RUSVM.
Underneath this regulation, an establishment that derives greater than 90% of its income
on a money foundation from Title IV pupil monetary help applications in two
consecutive fiscal years loses eligibility to take part in these applications for
a minimum of two fiscal years. The Rescue Act enacted on March 11, 2021 amended the
90/10 rule to require {that a} proprietary establishment derive not more than 90% of
its income from federal schooling help funds, together with however not restricted
to beforehand excluded U.S. Division of Veterans Affairs and army tuition
help advantages. This transformation is topic to negotiated rulemaking, which
started in January 2022. The amended rule will first apply to institutional fiscal
years starting on or after January 1, 2023. The next desk particulars the
proportion of income on

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a money foundation from federal monetary help applications (excluding the U.S.
Division of Veterans Affairs and army tuition help advantages) for
every of Adtalem’s Title IV-eligible establishments for fiscal years 2021 and 2020.

Fiscal 12 months
2021 2020
Chamberlain College 66 % 62 %

American College of the Caribbean College of Drugs 80 % 81 %
Ross College College of Drugs

85 % 85 %
Ross College College of Veterinary Drugs 82 % 84 %

Fiscal yr knowledge for Walden isn’t obtainable as they beforehand reported on a
calendar yr foundation. As reported by Laureate Schooling, Inc. of their February
2021 Annual Report on Kind 10-Ok, Walden derived roughly 76% of its
revenues (calculated on a money foundation) from Title IV program funds for the yr
ended December 31, 2020.

In September 2016, Adtalem dedicated to voluntarily restrict to 85% the quantity of
income that every of its Title IV-eligible establishments derive from federal
funding, together with the U.S. Division of Veterans Affairs and army tuition
help advantages. As disclosed within the third celebration assessment studies which have
been made publicly obtainable, Adtalem’s establishments that have been owned at every
reporting date have met this decrease threshold for every fiscal yr because the
dedication was made. Adtalem is dedicated to implementing measures to advertise
accountable recruitment and enrollment, profitable pupil outcomes, and
knowledgeable pupil alternative. Administration believes college students deserve larger
transparency to make knowledgeable selections about their schooling. This dedication
builds upon a stable basis and brings Adtalem to a brand new self-imposed stage of
public accountability and transparency.

A monetary duty check is required for continued participation by an
establishment’s college students in U.S. federal monetary help applications. For
Adtalem’s taking part establishments, this check is calculated on the
consolidated Adtalem stage. The check relies upon a composite rating of three
ratios: an fairness ratio that measures the establishment’s capital sources; a
major reserve ratio that measures an establishment’s capacity to fund its
operations from present sources; and a web earnings ratio that measures an
establishment’s capacity to function profitably. A minimal rating of 1.5 is critical
to fulfill ED’s monetary requirements. Establishments with scores of lower than 1.5 however
larger than or equal to 1.Zero are thought of financially accountable, however require
further oversight. These establishments are topic to heightened money
monitoring and different participation necessities. An establishment with a rating of
lower than 1.Zero is taken into account not financially accountable. Nonetheless, an establishment
with a rating of lower than 1.Zero might proceed to take part within the Title IV
applications beneath provisional certification. As well as, this decrease rating
sometimes requires that the establishment be topic to heightened money monitoring
necessities and put up a letter of credit score (equal to a minimal of 10% of the Title
IV help it acquired within the establishment’s most up-to-date fiscal yr).

For the previous a number of years, Adtalem’s composite rating has exceeded the required
minimal of 1.5. Modifications to the style wherein the composite rating is calculated
that have been efficient on July 1, 2020 has negatively affected Adtalem’s composite
rating for fiscal yr 2021 and can proceed to negatively have an effect on future Adtalem
scores. Presently, administration doesn’t consider these adjustments by themselves
will outcome within the rating falling under 1.5. Nonetheless, on account of the
acquisition of Walden and the associated transactions, Adtalem expects its
consolidated composite rating to fall under 1.5 for its fiscal yr 2022
monetary duty check. If Adtalem turns into unable to fulfill requisite
monetary duty requirements inside the rules, administration believes
it will likely be capable of in any other case display its capacity to proceed to supply
academic companies; nonetheless, our establishments can be topic to further
state regulatory approvals, heightened money monitoring, or be required to put up a
letter of credit score to proceed to take part in federal and state monetary
help applications.

Liquidity and Capital Assets

Adtalem’s consolidated money and money equivalents stability of $275.Four million,
$476.Four million, and $415.9 million as of December 31, 2021, June 30, 2021, and
December 31, 2020, respectively, included money and money equivalents held at
Adtalem’s worldwide operations of $51.7 million, $111.7 million, and $44.5
million as of December 31, 2021, June 30, 2021, and December 31, 2020,
respectively, which is on the market to Adtalem for common company functions.

Underneath the phrases of Adtalem establishments’ participation in monetary help
applications, sure money acquired from state governments and ED is maintained in
restricted financial institution accounts. Adtalem receives these funds both after the
monetary help authorization and disbursement course of for the good thing about the
pupil is accomplished, or simply previous to that authorization. As soon as

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the authorization and disbursement course of for a selected pupil is
accomplished, the funds could also be transferred to unrestricted accounts and turn into
obtainable for Adtalem to make use of in operations. This course of typically happens throughout
the tutorial time period for which such funds have been licensed. Money within the quantity
of $1.2 million, $0.Four million, and $39.Four million was held in these restricted
financial institution accounts as of December 31, 2021, June 30, 2021, and December 31, 2020,
respectively. The upper stability in these accounts at December 31, 2020 was
pushed by the federal monetary help funds acquired throughout December 2020 for the
January 2021 semester on the medical and veterinary colleges, which weren’t but
transferred to unrestricted accounts as of December 31, 2020. The federal
monetary help funds we acquired in December 2021 for the January 2022 semester
on the medical and veterinary colleges have been transferred to unrestricted accounts
previous to December 31, 2021. As well as, $818.6 million was recorded inside
restricted money on the Consolidated Stability Sheet as of June 30, 2021, which
represents money held in an escrow account designated to fund the Acquisition and
was not obtainable to Adtalem for common company functions (see Observe 13 “Debt”
to the Consolidated Monetary Statements for added data).

Money Movement Abstract

Working Actions

The next desk supplies a abstract of money flows from working actions
(in 1000’s):

Six Months Ended
December 31,
2021 2020

(Loss) earnings from persevering with operations $ (38,148) $

43,527

Non-cash objects 131,129

55,037

Modifications in property and liabilities (111,949)

(40,607)

Web money (utilized in) supplied by working
activities-continuing operations $ (18,968) $

57,957

Web money utilized in working actions from persevering with operations within the six
months ended December 31, 2021 was $19.Zero million in comparison with web money era
of $58.Zero million within the year-ago interval. The lower was pushed by elevated
curiosity funds and funds for enterprise acquisition and integration bills
associated to the Walden acquisition. The rise of $76.1 million in non-cash
objects between the six months ended December 31, 2021 and the six months ended
December 31, 2020 was principally pushed by will increase in Walden intangible
amortization, Walden depreciation, Walden unhealthy debt expense, amortization of
deferred financing charges, and stock-based compensation expense associated to the CEO
transition. The lower of $71.Three million in money generated from adjustments in
property and liabilities was primarily resulting from adjustments in accounts receivable,
pay as you go property, pay as you go earnings taxes, accounts payable, accrued payroll and
associated taxes, accrued liabilities, accrued curiosity, and deferred income.

Investing Actions

Capital expenditures within the first six months of fiscal yr 2022 and 2021 have been
$14.Eight million and $19.7 million, respectively. The capital expenditures in
fiscal yr 2022 primarily consisted of spending for Chamberlain new campus
improvement and enhancements. Capital spending for the rest of fiscal yr
2022 will help continued funding for brand new campus improvement at
Chamberlain, upkeep on the medical and veterinary colleges, and Adtalem’s
dwelling workplace. Administration anticipates full fiscal yr 2022 capital spending to be
within the $55 to $65 million vary, together with $14.Eight million spent through the first
six months of fiscal yr 2022. The supply of funds for this capital spending
can be from operations or the Credit score Facility (as outlined and mentioned in Observe
13 “Debt” to the Consolidated Monetary Statements).

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Financing Actions

The next desk supplies a abstract of money flows from financing actions
(in 1000’s):

Six Months Ended
December 31,
2021 2020

Web proceeds from (repayments of) long-term debt $ 559,000 $ (1,500)
Fee of debt low cost and issuance prices

(49,553)

(1,722)

Repurchases of frequent inventory for treasury –

(44,963)

Different 5,926

(3,934)

Web money supplied by (utilized in) financing actions $ 515,373 $ (52,119)

On November 8, 2018, we introduced that the Board licensed Adtalem’s eleventh
share repurchase program, which allowed Adtalem to repurchase as much as $300 million
of its frequent inventory via December 31, 2021. The eleventh share repurchase
program commenced in January 2019 and was accomplished in January 2021. On February
4, 2020, we introduced that the Board licensed Adtalem’s twelfth share
repurchase program, which allowed Adtalem to repurchase as much as $300 million of
its frequent inventory via December 31, 2021. The twelfth share repurchase program
commenced in January 2021 and expired on December 31, 2021. Repurchases have been
suspended in Might 2021 after reaching administration’s goal of $100 million in
repurchases for fiscal yr 2021. We didn’t make any share repurchases throughout
the six months ended December 31, 2021. See Observe 15 “Share Repurchases” to the
Consolidated Monetary Statements for added data on our share
repurchase applications.

On March 24, 2020, we executed a pay-fixed, receive-variable rate of interest swap
settlement (the “Swap”) with a multinational monetary establishment to mitigate
dangers related to the variable rate of interest on our Prior Time period Mortgage B (as
outlined in Observe 13 “Debt” to the Consolidated Monetary Statements) debt. We
paid curiosity at a hard and fast charge of 0.946% and acquired variable curiosity of
one-month LIBOR (topic to a minimal of 0.00%), on a notional quantity equal to
the quantity excellent beneath the Prior Time period Mortgage B. The efficient date of the
Swap was March 31, 2020 and settlements with the counterparty occurred on a
month-to-month foundation. The Swap was set to terminate on February 28, 2025. On July 29,
2021, previous to refinancing our Prior Credit score Settlement (as mentioned under), we
settled and terminated the Swap for $4.5 million, which resulted in a cost to
curiosity expense for this quantity within the first six months of fiscal yr 2022.
Throughout the working time period of the Swap, the annual rate of interest on the quantity of
the Prior Time period Mortgage B was mounted at 3.946% (together with the impression of our present
3% rate of interest margin on LIBOR loans) for the relevant rate of interest interval.
The Swap was designated as a money movement hedge and as such, adjustments in its honest
worth have been acknowledged in accrued different complete loss on the
Consolidated Stability Sheet and have been reclassified into the Consolidated
Statements of Revenue (Loss) inside curiosity expense within the intervals wherein the
hedged transactions affected earnings.

As mentioned within the earlier part of this MD&A titled “Walden College
Acquisition,” on August 12, 2021, Adtalem acquired all the issued and
excellent fairness curiosity in Walden, in change for a purchase order value of $1.5
billion in money. On March 1, 2021, we issued $800 million mixture principal
quantity of 5.50% Senior Secured Notes due 2028 (the “Notes”), which mature on
March 1, 2028. On August 12, 2021, Adtalem changed the Prior Credit score Facility
and Prior Credit score Settlement (as outlined in Observe 13 “Debt” to the Consolidated
Monetary Statements) by coming into into its new credit score settlement (the “Credit score
Settlement”) that gives for (1) a $850 million senior secured time period mortgage (“Time period
Mortgage B”) with a maturity date of August 12, 2028 and (2) a $400 million senior
secured revolving mortgage facility (“Revolver”) with a maturity date of August 12,
2026. We check with the Time period Mortgage B and Revolver collectively because the “Credit score
Facility.” The proceeds of the Notes and the Time period Mortgage B have been used, amongst different
issues, to finance the Acquisition, refinance Adtalem’s Prior Credit score Settlement,
and pay charges and bills associated to the Acquisition. The Revolver can be used
to finance ongoing working capital and for common company functions. As of
December 31, 2021, the quantity of debt excellent beneath the Notes and Credit score
Facility was $1,650.Zero million. See Observe 13 “Debt” to the Consolidated Monetary
Statements for added data on the Notes and our Credit score Settlement.

Administration at present tasks that COVID-19 will proceed to impact
operations and, because of this, liquidity, as mentioned within the earlier part of
this MD&A titled “Overview of the Influence of COVID-19”; nonetheless, we consider the
present balances of money, money generated from operations, and our Credit score
Facility can be adequate to fund each Adtalem’s present home and
worldwide operations and progress plans for the foreseeable future.

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Materials Money Necessities

Lengthy-Time period Debt – We now have issued $800 million of Notes and preserve a $1,250
million credit score facility, which requires principal and curiosity funds. As of
December 31, 2021, the quantity of debt excellent beneath the Notes and our Credit score
Facility was $1,650.Zero million. See Observe 13 “Debt” to the Consolidated Monetary
Statements for added data on our Credit score Settlement.

Working Lease Obligations – We now have working lease obligations for the
minimal funds required beneath varied lease agreements that are recorded on
the Consolidated Stability Sheet. As well as, we sublease sure area to 3rd
events, which partially offsets the lease obligations at these amenities. See
Observe 11 “Leases” to the Consolidated Monetary Statements for added
data on our lease agreements.

Seasonality

The seasonal sample of Adtalem’s enrollments and its academic applications’
beginning dates have an effect on the outcomes of operations and the timing of money flows.
Due to this fact, administration believes that comparisons of its outcomes of operations
ought to primarily be made to the corresponding interval within the previous yr.
Comparisons of monetary place must be made to each the tip of the earlier
fiscal yr and to the tip of the corresponding quarterly interval within the
previous yr.

Essential Accounting Insurance policies and Estimates

There have been no materials adjustments in our vital accounting insurance policies and
estimates as disclosed in our 2021 Kind 10-Ok.

Latest Accounting Pronouncements

For a dialogue of current accounting pronouncements, see Observe 2 “Abstract of
Vital Accounting Insurance policies” to the Consolidated Monetary Statements.

Ahead-Wanting Statements

Sure statements on this Quarterly Report on Kind 10-Q are forward-looking
statements as outlined within the Personal Securities Litigation Reform Act of 1995.
Ahead-looking statements present present expectations of future occasions based mostly
on sure assumptions and embrace any assertion that doesn’t immediately relate
to any historic or present truth, which incorporates statements concerning the
future impression of the COVID-19 pandemic, and the efficacy and distribution of the
vaccines, the anticipated synergies from the current Walden acquisition, and the
pending sale of the monetary companies phase together with our anticipated web
proceeds and whether or not the pending sale can be accomplished within the anticipated
timeframe, if in any respect. Ahead-looking statements can be recognized by phrases
similar to “future,” “consider,” “count on,” “anticipate,” “estimate,” “plan,”
“intend,” “might,” “will,” “would,” “may,” “can,” “proceed,” “preliminary,”
“vary,” and related phrases. These forward-looking statements are topic to
dangers and uncertainties that might trigger precise outcomes to vary materially
from these described within the statements. These dangers and uncertainties embrace
the chance elements described in Merchandise 1A. “Threat Elements” of our 2021 Kind 10-Ok and
this Quarterly Report on Kind 10-Q, which must be learn at the side of the
forward-looking statements on this Quarterly Report on Kind 10-Q. These
forward-looking statements are based mostly on data obtainable to us as of the
date any such statements are made, and we don’t undertake any obligation to
replace any forward-looking assertion, besides as required by legislation.

Non-GAAP Monetary Measures and Reconciliations

We consider that sure non-GAAP monetary measures present buyers with
helpful supplemental data concerning the underlying enterprise tendencies and
efficiency of Adtalem’s ongoing operations and are helpful for
period-over-period comparisons. We use these supplemental non-GAAP monetary
measures internally in our evaluation of efficiency and budgeting course of.
Nonetheless, these non-GAAP monetary measures shouldn’t be thought of as a
substitute for, or superior to, measures of monetary efficiency ready in
accordance with GAAP. The next are non-GAAP monetary measures used on this
Quarterly Report on Kind 10-Q:

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Web earnings from persevering with operations excluding particular objects (most comparable
GAAP measure: web earnings (loss) attributable to Adtalem) – Measure of Adtalem’s
web earnings (loss) attributable to Adtalem adjusted for deferred income
adjustment, CEO transition prices, restructuring expense, enterprise acquisition
and integration expense, Walden intangible amortization expense, pre-acquisition
curiosity expense, and loss from discontinued operations attributable to Adtalem.

Earnings per share from persevering with operations excluding particular objects (most
comparable GAAP measure: earnings (loss) per share) – Measure of Adtalem’s
diluted earnings (loss) per share adjusted for deferred income adjustment, CEO
transition prices, restructuring expense, enterprise acquisition and integration
expense, Walden intangible amortization expense, pre-acquisition curiosity
expense, and loss from discontinued operations attributable to Adtalem.

Working earnings excluding particular objects (most comparable GAAP measure:
working earnings) – Measure of Adtalem’s working earnings adjusted for deferred
income adjustment, CEO transition prices, restructuring expense, enterprise
acquisition and integration expense, and Walden intangible amortization expense.
This measure is utilized on a consolidated and phase foundation, relying on the
context of the dialogue.

An outline of particular objects in our non-GAAP monetary measures described
above are as follows:

? Deferred income adjustment associated to a income buy accounting adjustment

to report Walden’s deferred income at honest worth.

? CEO transition prices associated to acceleration of stock-based compensation

expense.

? Restructuring expense primarily associated to plans to attain synergies with the

Walden acquisition and actual property consolidations at Adtalem’s dwelling workplace.

? Enterprise acquisition and integration expense embrace bills associated to the

Walden acquisition.

? Walden amortization expense on acquired intangible property.

? Pre-acquisition curiosity expense associated to financing preparations in

reference to the Walden acquisition.

Loss from discontinued operations attributable to Adtalem contains the

? operations of ACAMS, Becker, OCL, and EduPristine, along with prices associated

to DeVry College.

The next tables present a reconciliation from probably the most immediately comparable
GAAP measure to those non-GAAP monetary measures. The working earnings
reconciliation is included within the outcomes of operations part inside this
MD&A.

Web earnings (loss) attributable to Adtalem reconciliation to web earnings from
persevering with operations excluding particular objects (in 1000’s):

Three Months Ended Six Months Ended
December 31, December 31,
2021 2020 2021 2020
Web earnings (loss) attributable to
Adtalem (GAAP) $ 17,853 $ 23,315 $ (40,151) $ 43,245
Deferred income adjustment 2,354 – 8,561 –
CEO transition prices – – 6,195 –
Restructuring expense 3,387 1,166 6,481 4,082
Enterprise acquisition and integration
expense 9,060 11,079 35,613 24,515
Walden intangible amortization expense 30,699 – 47,150 –
Pre-acquisition curiosity expense – 45 31,634 45
Revenue tax impression on non-GAAP
changes (1) (46,742) (4,006) (42,102) (7,607)
Loss from discontinued operations
attributable to Adtalem 21,181 626 2,003 282
Web earnings from persevering with operations
excluding particular objects (non-GAAP) $ 37,792 $ 32,225 $ 55,384 $ 64,562

(1) Represents the earnings tax impression of non-GAAP persevering with operations

changes that’s acknowledged in our GAAP monetary statements.

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Earnings (loss) per share reconciliation to earnings per share from persevering with
operations excluding particular objects (shares in 1000’s):

Three Months Ended Six Months Ended
December 31, December 31,
2021 2020 2021 2020
Earnings (loss) per share, diluted
(GAAP) $ 0.36 $ 0.44 $ (0.81) $ 0.82
Impact on diluted earnings per share:
Deferred income adjustment 0.05 – 0.17 –
CEO transition prices – – 0.12 –
Restructuring expense 0.07 0.02 0.13 0.08
Enterprise acquisition and integration
expense 0.18 0.21 0.71 0.47
Walden intangible amortization expense 0.61 – 0.94 –
Pre-acquisition curiosity expense – 0.00 0.63 0.00
Revenue tax impression on non-GAAP
changes (1) (0.93) (0.08) (0.84) (0.14)
Loss from discontinued operations
attributable to Adtalem 0.42 0.01 0.04 0.01
Earnings per share from persevering with
operations excluding particular objects,
diluted (non-GAAP) $ 0.75 $ 0.61 $ 1.10 $ 1.23
Diluted shares utilized in non-GAAP EPS
calculation 50,237 52,441

50,166 52,622

(1) Represents the earnings tax impression of non-GAAP persevering with operations

changes that’s acknowledged in our GAAP monetary statements.

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