Bridgepoint Education Inc (Form: 10-K, Received: 03/08/2016 16:42:33)

(Title of Each Class)

(Name of Each Exchange on Which Registered)

Common Stock $0.01 par value

New York Stock Exchange

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K



(Mark One)
x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-34272

________________________________

BRIDGEPOINT EDUCATION, INC.

(Exact name of registrant as specified in its charter)

____________________________



Delaware (State or other jurisdiction of incorporation or organization)		59-3551629 (I.R.S. Employer Identification No.)

13500 Evening Creek Drive North

San Diego, CA 92128

(Address, including zip code, of principal executive offices)

(858) 668-2586

(Registrant's telephone number, including area code)

_____________________________

None

(Former name, former address and former fiscal year, if changed since last report)

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

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer o	Accelerated filer x	Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2015 , the last business day of the registrant’s second fiscal quarter, was approximately $162.4 million , based on the closing price of the registrant’s common stock as reported on such date by the New York Stock Exchange. Shares of common stock held by officers, directors and holders of 5% or more of the outstanding common stock have been excluded from the calculation of this amount because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of March 2, 2016 , the number of outstanding shares of the registrant’s common stock, par value $0.01 per share, was 45,957,061 , net of treasury shares.

Documents Incorporated by Reference

Portions of the registrant’s definitive proxy statement for its 2016 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein.

BRIDGEPOINT EDUCATION, INC.

FORM 10-K

INDEX



Special Note Regarding Forward-Looking Statements		3
PART I		5
Item 1.	Business	5
Item 1A .	Risk Factors	27
Item 1B.	Unresolved Staff Comments	49
Item 2.	Properties	49
Item 3.	Legal Proceedings	50
Item 4.	Not Applicable	50
PART II		51
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	51
Item 6.	Selected Consolidated Financial Data	53
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	54
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	68
Item 8.	Financial Statements and Supplementary Data	70
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	114
Item 9A .	Controls and Procedures	114
Item 9B.	Other Information	115
PART III		116
Item 10.	Directors, Executive Officers and Corporate Governance	116
Item 11.	Executive Compensation	116
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	116
Item 13.	Certain Relationships and Related Transactions, and Director Independence	116
Item 14.	Principal Accounting Fees and Services	116
PART IV		117
Item 15.	Exhibits, Financial Statement Schedules	117

Special Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact may be forward-looking statements. These forward-looking statements are contained principally in Item 1, “Business,” Item 1A, “Risk Factors” and Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” but appear throughout this Annual Report on Form 10-K. Such forward-looking statements may include, among others, statements regarding future events, the future financial and operating results of Bridgepoint Education, Inc. (the “Company,” “Bridgepoint,” “we,” “us” or “our”), strategies, expectations, the competitive environment, regulation and the availability of financial resources, including, without limitation, statements regarding:


•	our ability to successfully remediate the control deficiencies that gave rise to the material weaknesses in our internal control over financial reporting discussed in Item 9A, “Controls and Procedures”;


•	Ashford University's ability to continue to operate an accredited institution subject to the requirements of the California Bureau for Private Postsecondary Education (“BPPE”);


•	our ability to comply with the extensive and continually evolving regulatory framework applicable to us and our institutions, including Title IV of the Higher Education Act of 1965, as amended (the “Higher Education Act”), and its implementing regulations, the Gainful Employment rules and regulations, state laws and regulatory requirements, and accrediting agency requirements;


•	expectations regarding financial position, results of operations, liquidity and enrollment trends at our institutions;


•	projections, predictions, expectations, estimates or forecasts as to our business, financial and operating results and future economic performance;


•	expectations regarding the timing and effect of the closure of Ashford University's campus in Clinton, Iowa (the “Clinton Campus”) after the 2015-2016 academic year;


•	new initiatives focused on student success and academic quality;


•	changes in our student fee structure;


•	expectations regarding the adequacy of our cash and cash equivalents and other sources of liquidity for ongoing operations;


•	expectations regarding investment in online and other advertising and capital expenditures;


•	our anticipated seasonal fluctuations in results of operations;


•	management's goals and objectives; and


•	other similar matters that are not historical facts.

Forward-looking statements may generally be identified by the use of words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar expressions, as well as statements in the future tense.

Forward-looking statements should not be interpreted as a guarantee of future performance or results and will not necessarily be accurate indications of the times at or by which such performance or results will be achieved. Forward-looking statements are based on information available at the time such statements are made and the current good faith beliefs, expectations and assumptions of management regarding future events. Such statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause actual performance or results to differ materially from our expectations include, but are not limited to:


•	our inability to successfully remediate the control deficiencies that gave rise to the material weaknesses in our internal control over financial reporting as discussed in Item 9A, “Controls and Procedures”;


•	the inability of Ashford University to comply with the additional reporting and disclosure obligations arising as a result of its operation as a BPPE-approved institution;


•	the inability of Ashford University to adequately resolve the findings and recommendations of the final audit report of the U.S. Department of Education's Office of Inspector General (the "OIG");


•	the imposition of fines or other corrective measures against our institutions;


•	adverse regulatory changes affecting our industry;


•	our failure to comply with the extensive and continually evolving regulatory framework applicable to our industry, including Title IV of the Higher Education Act and its implementing regulations, the Gainful Employment rules and regulations, state laws and regulatory requirements, and accrediting agency requirements;


•	our inability to continue to develop awareness among, and to recruit and retain, students;


•	competition in the postsecondary education market and its potential impact on our market share, recruiting costs and tuition rates;


•	reputational and other risks related to potential compliance audits, regulatory actions, negative publicity or service disruptions;


•	our inability to develop new programs or expand existing programs in a timely and cost-effective manner;


•	economic or other developments potentially impacting demand in our institutions' core disciplines or the availability or cost of Title IV or other funding;


•	the preceding and other factors discussed in Item 1A, “Risk Factors,” and in other reports we may file with the Securities and Exchange Commission (the "SEC") from time to time; and


•	the factors set forth in Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations.”

All forward-looking statements in this report are qualified in their entirety by the cautionary statements included in this report, and you should not place undue reliance on any forward-looking statements. These forward-looking statements speak only as of the date of this report. We assume no obligation to update or revise any forward-looking statements contained herein to reflect actual results or any changes in our assumptions or expectations or any other factors affecting such forward-looking statements, except to the extent required by applicable securities laws. If we do update or revise one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

PART I

Item 1. Business.

BUSINESS

Overview

We are a provider of postsecondary education services. We believe that our academic institutions, Ashford University ^® and University of the Rockies ^SM , embody the contemporary college experience. Our institutions deliver programs primarily online. Our institutions had a total of 49,159 students enrolled as of December 31, 2015 .

Our institutions' online delivery models, weekly start dates, commitment to affordability and transferability of credits make their programs highly accessible. Our institutions' online platform has been designed to deliver a quality educational experience while offering the flexibility and convenience that many students require, particularly working adults. Our institutions are committed to providing a high-quality educational experience to their students. Our institutions have a comprehensive curriculum development process and employ qualified faculty members with significant academic and practitioner credentials. Our institutions conduct ongoing faculty and student assessment processes and provide a broad array of student services.

We are also focused on developing innovative new technologies to improve the way students learn, such as Constellation ^™ , our proprietary learning platform, and the mobile learning applications offered by our institutions.

Ashford University. In March 2005, we acquired The Franciscan University of the Prairies, located in Iowa, and renamed it Ashford University. The mission of Ashford University is to provide accessible, affordable, innovative, high-quality learning opportunities and degree programs that meet the diverse needs of individuals pursuing integrity in their lives, professions and communities. We believe Ashford University is helping to define the modern college experience by providing the flexibility and effectiveness of online learning. The institution offers associate's, bachelor's and master's degree programs online, as well as bachelor's degree programs at its campus in Clinton, Iowa. Ashford University is comprised of four colleges: the Forbes ^™ School of Business, the College of Education, the College of Health, Human Services and Sciences, and the College of Liberal Arts.

In July 2015, the Ashford University Board of Trustees made the decision to close the Clinton Campus after the 2015-2016 academic year, following the implementation of a one-year teach-out plan. On December 22, 2015, the Company entered into a Purchase Agreement and Escrow Instructions with Clinton Catalyst, LLC (“Catalyst”) pursuant to which the Company agreed to sell the Clinton Campus to Catalyst for $1.6 million. Simultaneously with the closing of the sale on December 29, 2015, the Company entered into a Lease Agreement with Catalyst pursuant to which the Company is leasing the Clinton Campus from Catalyst through December 31, 2016 at $12,500 per month plus standard operating expenses.

Ashford University is accredited by WASC Senior College and University Commission (“WSCUC”). For additional information regarding accreditation, see “Regulation — Accreditation” below. Ashford University also maintains a website at www.ashford.edu, the contents of which are not incorporated by reference into, or in any way a part of, this report.

University of the Rockies . In September 2007, we acquired the Colorado School of Professional Psychology, located in Colorado, and renamed it University of the Rockies. The mission of University of the Rockies is to provide high-quality, accessible learning opportunities globally for diverse groups of individuals seeking preparation for life goals, professional practice, service and distinguished leadership. University of the Rockies is a graduate institution that offers master's and doctoral degree programs in the social and behavioral sciences. Classes at University of the Rockies are presented in a progressive online format, as well as at its campus in Denver, Colorado. The majority of students at University of the Rockies attend via the institution's accessible online platform, which is also available through our mobile applications.

University of the Rockies is accredited by the Higher Learning Commission (“HLC”). For additional information regarding accreditation, see “Regulation — Accreditation” below. University of the Rockies also maintains a website at www.rockies.edu, the contents of which are not incorporated by reference into, or in any way a part of, this report.

Innovation and new technologies . Central to our ideal of enabling learning anytime, anywhere is the commitment to provide learning platforms and resources that make accessible learning a reality. These innovations include Constellation, Waypoint Outcomes and our mobile application technology.

Constellation is an innovative suite of interactive educational materials that increases both the educational quality and affordability of education for online students at Ashford University. We developed Constellation to replace third-party textbooks with digital course materials, and in doing so, we were able to decrease the costs to the student and increase student accessibility and learning. Constellation materials are displayed in a proprietary, browser-based platform developed and owned by the Company. Constellation provides mobile access to students over the Internet as well as on a variety of devices, including web-enabled smartphones and tablet devices.

Waypoint Outcomes provides learning and assessment software to our institutions. The software combines classic rubric grading scales with easy, efficient technology to help educators teach writing, critical thinking and cognitive skills. Its sophisticated grading palette frees teachers to focus on meaningful, personalized feedback for students by automating repetitive tasks.

Ashford University also utilizes mobile application technology that empowers students and faculty to connect to their learning environment via their web-enabled smartphones and tablet devices. These innovations have garnered significant interest within the academic community and have led to invitations for our personnel to speak at various academic conferences.

Enrollment

The following table summarizes period-end enrollment at our institutions as of December 31, 2015 , 2014 and 2013:



	December 31, 2015			December 31, 2014			December 31, 2013
Doctoral	753	1.5	%	870	1.6	%	919	1.4	%
Master's	6,591	13.4	%	7,152	12.8	%	8,377	13.2	%
Bachelor's	39,480	80.4	%	44,730	80.1	%	49,634	78.0	%
Associate's	1,483	3.0	%	2,269	4.1	%	4,182	6.6	%
Other*	852	1.7	%	802	1.4	%	512	0.8	%
Total	49,159	100.0	%	55,823	100.0	%	63,624	100.0	%
Ashford University Online	47,463	96.5	%	53,501	95.9	%	60,910	95.6	%
Ashford University Campus	331	0.7	%	619	1.1	%	796	1.3	%
University of the Rockies Online	1,266	2.6	%	1,580	2.8	%	1,758	2.8	%
University of the Rockies Campus	99	0.2	%	123	0.2	%	160	0.3	%
Total	49,159	100.0	%	55,823	100.0	%	63,624	100.0	%

* Includes students who are taking one or more courses with our institutions, but have not declared that they are pursuing a specific degree.

We define period-end enrollment as the number of active students on the last day of the financial reporting period. A student is considered active if the student has attended a class within the prior 15 days or is on an institutionally-approved break not to exceed 45 days, unless the student has graduated or provided notice of withdrawal.

As of December 31, 2015 , 69% of our institutions' online students were female, 54% identified themselves as minorities and the average age of online students was 36. Our institutions have online students throughout the United States, as well as students from 37 different countries.

Graduation

As of December 31, 2015 , more than 93,200 students have graduated from our combined institutions. Total credits required to obtain a degree are consistent for online and campus-based programs: an associate's degree requires a minimum of 64 credits; a bachelor's degree requires a minimum of 120 credits; a master's degree typically requires a minimum of 30 additional credits; and a doctoral degree at University of the Rockies requires a minimum of 62 additional credits.

Many students have previously completed some postsecondary education and have credits they would like to transfer to a new degree program. Because we believe students should receive credit for their prior work, our institutions have worked closely with their accrediting agencies to obtain the right to accept a high level of transfer credits.

Tuition and Fees

Our institutions generally structure the tuition and fees for programs to be below Title IV loan limits and average grant awards, affording students who do not otherwise have the financial means to pursue an education the ability to gain access to our institutions' programs. We recognize that private loans are increasingly difficult to obtain, which can prevent academically qualified students from pursuing an education at institutions with higher tuition and fees. We believe that helping to remove the financial burden of obtaining incremental private loans while pursuing a postsecondary education not only permits more students to access our institutions' programs, but also enables students to focus more on their coursework and on program completion while in school.

The price of our institutions' courses varies based upon the number of credits per course (with most courses representing three credits), the degree level of the program and the discipline. For the 2015-2016 academic year (which began on July 1, 2015), the price per credit is $430 for undergraduate online courses and ranges from $560 to $1,082 for graduate online courses. Based on these per credit prices, the prices for a three-credit course are $1,290 for undergraduate online courses and range from $1,680 to $3,246 for graduate online courses. We anticipate a tuition increase of approximately 3.0% for undergraduate online students at Ashford University for courses beginning on April 1, 2016.

Revenue realized from tuition is reduced by the amount of scholarships awarded to students. For the years ended December 31, 2015 , 2014 and 2013, we recorded institutional scholarships of $102.2 million, $105.1 million and $113.5 million, respectively, to students of our institutions.

Student Financing

Students finance their education at our institutions through a combination of financing options as described below.

Title IV programs

If a student attends any institution certified as Title IV eligible by the U.S. Department of Education (the “Department”) and meets applicable student eligibility standards, that student may receive grants or loans to help fund their education under programs authorized by Title IV of the Higher Education Act (“Title IV”). An institution participating in federal student financial aid programs authorized by Title IV (“Title IV programs”) must ensure that all program funds are accounted for and disbursed properly. To continue receiving program funds, students must demonstrate satisfactory academic progress toward the completion of their program of study.

In the years ended December 31, 2015 , 2014 and 2013, Ashford University derived 80.9% , 83.4% and 85.6% respectively, and University of the Rockies derived 86.6% , 88.3% and 87.6% , respectively, of their revenues (in each case calculated in accordance with applicable Department regulations) from Title IV program funds.

Federal Direct Loans . The federal Direct Loan Program consists of two types of loans: Stafford loans, which are either subsidized or unsubsidized, and PLUS loans, which are made available to graduate and professional students, as well as parents of dependent undergraduate students.

With a Direct Subsidized Loan, the federal government pays the interest on the loan while the student is in school and during grace periods and any approved periods of deferment, until the student's obligation to repay the loan begins. Direct Unsubsidized Loans are not based on financial need and are available to students who do not qualify for a Direct Subsidized Loan, or in some cases, in addition to a Direct Subsidized Loan. Loan funds are paid to our institutions, which in turn credit the student's account for tuition and fees and disburse any amounts in excess of tuition and fees to the student. The Budget Control Act of 2011 provides that for loan periods beginning on or after July 1, 2012, graduate and professional students are no longer eligible to receive Direct Subsidized Loans; however, graduate and professional students remain eligible for Direct Unsubsidized Loans. The Consolidated Appropriations Act of 2012 temporarily eliminated the interest subsidy provided on Direct Subsidized Loans during the six-month grace periods provided to students who are no longer enrolled on at least a half-time basis, effective for new Direct Subsidized Loans for which the first disbursement was made on or after July 1, 2012 and before July 1, 2014.

In July 2012, President Obama signed into law the Moving Ahead for Progress in the 21 ^st Century Act (“MAP-21”), which provided a one-year extension of the 3.4% interest rate that applied to Direct Subsidized Loans made to undergraduate students for loans first disbursed on or after July 1, 2012 and before July 1, 2013. MAP-21 limits a first-time borrower’s eligibility for Direct Subsidized Loans on or after July 1, 2013 to a period not to exceed 150% of the length of the borrower’s program. MAP-21 also provides that a borrower who reaches the 150% limit on or after July 1, 2013 becomes ineligible for interest subsidy benefits on all Direct Subsidized Loans.

Under the Direct Stafford Loan Program, a dependent undergraduate student can borrow up to $5,500 for the first academic year, $6,500 for the second academic year and $7,500 for each of the third and fourth academic years. Students classified as independent, and dependent students whose parents have been denied a PLUS loan for undergraduate students, can obtain up to an additional $4,000 for each of the first and second academic years and an additional $5,000 for each of the third and fourth academic years. Students enrolled in graduate programs can borrow up to $20,500 per academic year.

In August 2013, President Obama signed into law the Bipartisan Student Loan Certainty Act of 2013, which amended the Direct Loan interest rate section of the Higher Education Act. Under the law, interest rates will be established each year for Direct Subsidized Loans, Direct Unsubsidized Loans, and PLUS loans for which the first disbursement is on or after July 1 of that year through the following June 30. The interest rate, once established, will be fixed and apply for the life of the loan. With respect to loans for which the first disbursement is on or after July 1, 2015 but before July 1, 2016, the interest rates are (i) 4.29% for Direct Subsidized Loans and Direct Unsubsidized Loans for undergraduate students, (ii) 5.84% for Direct Unsubsidized Loans for graduate/professional students and (iii) 6.84% for PLUS loans.

Pell Grant Program . Under the Pell Grant Program, the Department makes grants to undergraduate students who demonstrate financial need. Under the August 2008 reauthorization of the Higher Education Act, students were able to receive Pell Grant funds for attendance on a year-round basis, and could potentially receive more in a given year than the traditionally defined maximum annual amount. However, the U.S. Department of Defense and Full-Year Continuing Appropriations Act of 2011 permanently repealed the Pell Grant provision that provided an otherwise eligible student with more than one Pell Grant in an award year, effective with the 2011-2012 award year. Beginning with the 2012-2013 award year, a student's eligibility to receive a Pell Grant was reduced from 18 semesters (or its equivalent) to 12 semesters (or its equivalent). The funding for Labor, Health and Human Services, and Education appropriations is part of the Consolidated Appropriations Act, 2014, which was signed into law by President Obama in January 2014 and provided full funding for Pell Grant award year 2014-2015 of $5,730, subject to change annually. The funding amount for Pell Grant award year 2015-2016 increased to $5,775.

Non-Title IV funding sources

Other funding sources consist of payments made in cash by individuals, private loans, reimbursement from corporate affiliates, government tuition assistance programs for military personnel, including veterans, and internal loan programs. In the years ended December 31, 2015 , 2014 and 2013, Ashford University derived 19.1% , 16.6% and 14.4% , respectively, and University of the Rockies derived 13.4% , 11.7% and 12.4% , respectively, of their respective revenues (in each case calculated in accordance with applicable Department regulations) from these other funding sources.

Financial aid processing

Our institutions have engaged Xerox Business Solutions (“XBS”) to provide call center and transactional processing services for the online financial aid student populations at our institutions, including services related to disbursement eligibility review and Title IV fund returns. We believe the engagement of XBS centralizes these processing services to improve student financing outcomes, and enhances efforts to comply with Title IV rules and regulations. If the engagement with XBS were terminated, we would need to handle these processing services using our own resources or engage another third-party vendor, if available.

Curricula and Scheduling

Our institutions are committed to providing their students with a rigorous and rewarding academic experience that gives them the knowledge and experience necessary to be contributors, educators and leaders in their chosen professions. Our institutions seek to maintain a high level of quality in curriculum, faculty and student support services, all of which contribute to the overall student experience. Curriculum is reviewed annually to ensure that content is refined and updated as necessary. Our institutions provide extensive student support services, including academic, administrative and technology support, to help maximize the success of their students. Additionally, our institutions monitor the success of their educational delivery processes through periodic faculty and student assessments. Our institutions believe their commitment to quality is evident in the satisfaction and demonstrated proficiency of their students, which is measured at the completion of every course.

As of December 31, 2015 , our institutions offered approximately 1,850 courses, 80 degree programs and 150 specializations. Specialization areas are comprised of a select number of courses within an existing program that supplement that program's required courses. Specialization areas focus on one area of study and may also be offered under the designation of concentration, endorsement or track. Programs and specialization areas are offered through Ashford University's four colleges, the Forbes School of Business, the College of Education, the College of Health, Human Services and Science, and the College of Liberal Arts, and through University of the Rockies' two schools, the School of Organizational Leadership and the School of Professional Psychology.

Our institutions' online courses are offered with weekly start dates throughout the year, except for two weeks total in late December and early January. Courses typically run five to six weeks and all courses are offered in an asynchronous format so students can complete their coursework as their schedule permits. Online students typically enroll in one course at a time. This focused approach to learning allows the student to engage fully in each course.

Our institutions' campus-based courses are typically nine or 16 weeks in length and have one start per term, with two to five terms per year. Undergraduate campus-based students can enroll in up to six concurrent courses at a time and typically enroll in at least four courses in a given semester.

Doctoral students, both online and campus-based, are required to participate in periodic seminars located on campus and compose and defend a dissertation on an approved topic.

Program Development

Our institutions design their academic offerings to meet the needs of a broad cross-section of prospective students. In addition to adding programs in high-demand disciplines, our institutions intend to enhance their programs through the addition of more specializations in the future. Specializations are used to create an offering that is tailored to the specific objectives of a student population and, therefore, is more attractive to potential students interested in a particular program. The addition of specializations represents a cost-effective way to both expand our market and further enhance the differentiation of our institutions' programs in that market. Additionally, our institutions intend to expand their portfolio of master's and doctoral degree programs, consistent with our commitment to a quality academic offering, and to pursue increased graduate student enrollments because we believe graduate students represent an attractive segment of the market.

Our institutions seek to offer programs in disciplines in which there is strong demand for education and significant opportunity for employment. Our institutions' current program portfolio includes offerings at the associate's, bachelor's, master's and doctoral levels in the disciplines of business, education, psychology, social sciences and health sciences. Our institutions follow a defined process for identifying new degree program opportunities that incorporates student, faculty and market feedback, as well as macro trends in the relevant disciplines, in order to evaluate the expected level of demand for a new program prior to developing the content and marketing it to potential students.

Potential new programs and specializations are determined based on proposals submitted by faculty and staff and an assessment of overall market demand. Our institutions' faculty and academic leadership work in collaboration with our marketing team to research and select new programs that are expected to have strong demand and that can be developed at a reasonable cost. Programs are reviewed by the respective institution and must also receive approval through the normal governance process at the relevant institution.

Once a program is selected for development, one or more subject matter experts are assigned to work with curriculum development staff to define measurable program-level student learning objectives. Each course in a program is designed to include learning activities that address the program objectives, foster student engagement and assess learning outcomes. All courses undergo extensive internal and external third-party quality assurance reviews before they are offered to students. A new program is reviewed for approval through the appropriate governance processes. Following approval, an online program is conformed to the standards of our online learning management system and our marketing department creates a marketing plan for the program. In most cases, the time frame to identify, develop and internally approve a new program is approximately six months, not including the external regulatory approvals required before a program can be offered to students.

Assessment

Each of our institutions have developed and implemented a comprehensive assessment plan focused on student learning and effective instruction. The plans stipulate assessment of learning outcomes at the course, program and institutional levels. Learning outcomes are unique to each institution and demonstrate the skills that graduates should be able to demonstrate upon completion of their respective programs. With the assistance of our dedicated assessment team, our institutions' faculty routinely evaluates and revises courses and learning resources based upon outcomes and institutional research data. Using direct and indirect measurements, student performance is assessed on an ongoing basis to ensure student success.

We utilize Waypoint Outcomes, our proprietary assessment platform, which is an innovative, web-based assessment system of interactive rubrics, to gather data from specific learning activities. Data results from Waypoint Outcomes are shared with the student and are also accessible by the faculty and program administrators.

In addition to course and program assessments, faculty instructional performance is continuously assessed by the institutional deans and instructional specialists and by results of student surveys at the completion of each course. The results of

all of our assessment practices are reviewed by an assessment team, including faculty, and based on their conclusions, recommendations may be made to add to or modify our institutions' programs.

Branding and Marketing

We have invested significant resources in developing processes and implementing technologies that allow us to effectively identify, recruit and retain qualified students. We develop and participate in various marketing activities to generate leads for prospective students and to build the Bridgepoint Education, Ashford University and University of the Rockies brands.

For our institutions' online student population, we align ourselves with working adults, many of whom have already completed some postsecondary courses and are seeking an accessible, affordable education from a quality institution. The admissions policies that require the minimum age of 22 for online students at Ashford University are focused on attracting more mature students with a greater commitment to completing their degrees.

Our branding campaign utilizes digital channels to communicate the Ashford University message. Additionally, leads are generated from online sources, with the main source of leads being third-party online lead aggregators. We also purchase keywords from search providers to generate online leads directly, rather than acquiring them through aggregators. Additionally, we have a team internally who focuses on generating online leads through search engine optimization techniques.

Recruiting and Admissions

Our institutions employ a team structure in their recruiting operations. Each team consists of admissions counselors, financial services advisors and academic advisors. The teams provide a single point of contact and facilitate all aspects of enrollment and integration of a prospective student into a program of study. The team structure promotes internal accountability among employees involved in identifying, recruiting, enrolling and retaining new students.

All leads are managed through our proprietary customer relations management (“CRM”) system, which directs a lead for a prospective student to a recruiting team and assigns an admissions counselor within that team to serve as the primary liaison for that prospective student. Once contact with a prospective student is established, admissions counselors, along with the academic and financial services advisors, begin an assessment process to determine if our institutions' program offerings match the student's needs and objectives. Additionally, admissions counselors communicate other criteria, including expected duration and cost of the programs, to prospective students. Through our proprietary systems, admissions counselors are able to generate a comparison of tuition levels across our competitors in order to help prospective students make more informed decisions.

Each admissions counselor goes through a comprehensive training program that addresses our institutions' academic offerings, financial aid options and the regulatory environment in which we operate, including the restrictions that regulations impose on the admissions process. We place significant emphasis on regulatory requirements and demand an environment of strict compliance.

Military and corporate channel relationships are developed and managed by channel development teams. Our military development specialists and corporate liaisons work with representatives in these organizations to demonstrate the quality, impact and value that our institutions' programs can provide to individuals in the organizations, as well as to the organizations themselves. We believe our institutions' educational offerings are attractive to potential students in these markets. Military students may frequently change locations or seek to complete a program intermittently over the course of several years. As of December 31, 2015 , approximately 28.0% of our institutions' students were affiliated with the military, as either service members or veterans or their spouses. In the corporate channel, we believe employers value our institutions' affordability, which allows employer tuition reimbursements to be used more efficiently.

The admissions process is designed to offer access to prospective students who seek the benefits of a postsecondary education. Ashford University undergraduate students may qualify in various ways, including by having a high school diploma or a General Educational Development (GED) equivalent. Graduate level students at Ashford University and University of the Rockies are required to have an undergraduate degree from an accredited college and may be required to have a minimum grade point average or meet other criteria to qualify for admission to certain programs.

Retention

Once a student enrolls in an online program, the institution provides consistent, ongoing support to assist the student in acclimating to the online environment and to address challenges that arise in order to increase the likelihood that the student will persist through graduation.

Providing a superior learning experience to every student is a key component in retaining students at our institutions. We feel that our team-based approach to recruitment and the robust student services we provide enhance retention because of each student's interaction with their team and the accountability inherent in the team structure. We also incorporate a systematic approach to contacting students at key milestones during their experience at our institutions, providing encouragement and highlighting their progress. There are frequent personal interactions between academic advisors and students, which we view as a key component to our retention strategy. Additionally, we employ a retention committee that monitors performance metrics and other key data to analyze student retention rates, as well as the causes and potential risks for student drops. Also, our dispute resolution department serves as a neutral third party for students to raise any concerns or complaints. Such concerns and complaints are then elevated to the appropriate department so we may proactively address those issues.

Ashford University has various initiatives focused on academic quality and student success that we believe help students succeed in their programs, help retain higher quality students and ultimately increase student retention. In the area of academic quality, Ashford University increased the size of its student support team, increased the number of full-time faculty and implemented a smaller class size initiative. In the area of student success, Ashford University has expanded its orientation program, broadened its refund policy, redefined the minimum age for all students, and made the decision to eliminate certain associate programs.

Ashford University has a free two-week orientation course that is mandatory for all incoming students who have not earned any previous college credits. The orientation is designed to provide students with a complete overview of the online classroom experience, prepare them for success in their courses, and help them self-evaluate their readiness to succeed in an online college setting. The experience provides a realistic, up-front overview of expectations so that students are aware of what is expected of them as they prepare for their studies. Students also gain an understanding of how to access and navigate within the online classroom so they can feel confident when they move to their first course in their respective programs. For students taking the orientation course, successful completion of all orientation activities is a requirement before they can enroll in their first class.

Ashford University also offers the “Ashford Promise,” which allows a student to experience the first three weeks of his or her first class before incurring any financial obligation. At any time during these first three weeks, students who do not demonstrate satisfactory academic progress, or those who simply opt out, will not be admitted as students. These individuals will not be responsible for any tuition or fees, and therefore will not incur any debt. We believe the Ashford Promise initiative helps increase student retention while reducing the financial risk to the student.

Technology

We have created a scalable technology system that we believe is secure, reliable and redundant, and permits our institutions' courses and support services to be offered online.

Online course delivery and management

We use the eCollege online learning platform provided by Pearson eCollege (“eCollege”), a third-party software and services provider, as our online platform. The platform provides an online learning management system and provides for the storage, management and delivery of course content. The platform includes collaborative spaces for student communication and participation with other students and faculty, grade and attendance management for faculty, and assessment capabilities to assist us in maintaining quality. eCollege hosts the software for us in its data center to allow us to efficiently scale the applications to meet the needs of our institutions' student populations. Access to our systems is provided through student portals, an extension of our institutions' respective websites. These portals are dynamic destinations for students to securely access personal information and services and also serve as vehicles for student communications, activities and student support services.

Internal administration

Ashford University utilizes a CRM application from Campus Management Corp. for lead management, workflow, analytics, reporting and a complete view of our students. This tool enables Ashford University to view the entire student history from the lead to graduation, individually or in cohorts, and to respond appropriately. University of the Rockies utilizes an internally developed proprietary CRM system for lead management, document management, workflow, analytics and reporting. Both institutions utilize online application portals to accept, integrate and process student applications.

Both institutions utilize CampusVue, a student information system provided by Campus Management Corp., to manage student data (including grades, attendance, status and financial aid) and to generate periodic management reports. This system interfaces with our online learning management system provided by eCollege.

Constellation

Constellation is our proprietary learning platform that takes the best features of traditional textbooks and combines them with the best features of the Internet to create a premium student experience. Constellation gives students access to their digital course materials across platforms without sacrificing time-tested studying tools like highlighting and note taking. Constellation includes customized content geared to our institutions' courses and students, combined with a robust set of features that make course materials engaging and accessible to students of various learning styles and abilities. Constellation is cloud-based and is compatible across operating systems, browsers and mobile technologies. We have developed Constellation-enabled courses primarily in core classes to attempt to reach as many students as possible. We plan to continually expand the features of Constellation in future releases.

The editorial team for Constellation consists of editors with extensive experience at leading textbook publishing firms. Highly qualified subject matter experts are recruited to author content that addresses course and institutional outcomes. Constellation digital texts are organized around our institutions' accelerated courses. As of December 31, 2015 , we had more than 188 Constellation titles available.

Mobile application technology

Each of our institutions offers mobile applications compatible with most web-enabled smartphones and tablet devices in order to increase the accessibility of the student learning experience. The applications enable students to use their mobile device to contact support staff, complete discussion posts and review important information regarding their academic status. We have received positive feedback from students indicating that these mobile applications further their learning experience, and we have incorporated feedback received into the periodic updates to these mobile applications.

Employees

As of December 31, 2015 , our institutions had approximately 190 full-time faculty members and approximately 3,810 adjunct faculty members. Adjunct faculty members are part-time employees engaged on a course-by-course basis and are compensated based upon a fixed amount per course, which varies among faculty members based on each individual's experience and background. In addition to teaching assignments, adjunct faculty members may also be asked to serve on student committees, such as comprehensive examination and dissertation committees, or assist with course development.

As of December 31, 2015 , the Company also employed almost 2,960 combined non-faculty staff in the areas of university services, academic advising and academic support, enrollment services, university administration, financial aid, information technology, human resources, corporate accounting, finance and other administrative functions. None of our employees is a party to any collective bargaining or similar agreement with us.

Competition

The postsecondary education market is highly fragmented and competitive, with no private or public institution representing a significant market share. Our institutions compete primarily with public and private degree-granting regionally accredited colleges and universities. Many colleges and universities enroll working adults, in addition to traditional 18 to 24 year-old students. In addition, many of those colleges and universities offer a variety of distance education and online initiatives.

We believe that competitive factors in the postsecondary education market include the reputation of the college or university among students and employers, the number of qualified and experienced faculty, the program costs, the relevant and accredited program offerings, the regulatory approvals, the convenient, flexible and dependable access to programs and classes, the relative marketing and selling effectiveness, the time necessary to earn a degree, and the level of student support services.

We do expect to encounter increased competition as a result of new entrants to the online education market, including traditional colleges and universities that had not previously offered online education programs.

Intellectual Property

We rely on a combination of copyrights, trademarks, service marks, patents, trade secrets, domain names and agreements with employees and third parties to protect our intellectual property rights. We have trademark and service mark registrations and pending applications for additional registrations in the United States and select foreign jurisdictions. We also own the domain name rights for our institutions, as well as other words and phrases important to our business. In addition, we have applied for domestic and international patents for certain technology developed by us. We also have registered copyrights for exemplary business course materials. In many instances, our institutions' course content is produced by faculty and other content experts under work-for-hire agreements pursuant to which we own the course content in return for a fixed development fee. In certain limited cases, course content is licensed from third parties on a royalty fee basis.

Environmental Matters

We believe our facilities are in material compliance with federal, state and local laws and regulations that have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment. Compliance with these laws and regulations has not had, and is not expected to have, a material effect on our capital expenditures, results of operations or competitive position.

Financial Information about Segments and Geographic Areas

We operate our business in one reportable segment, and we have no foreign operations or assets located outside of the United States. For information about our revenues from external customers, measures of profits and losses and total assets, see our annual consolidated financial statements included elsewhere in this report.

Additional Information

We were incorporated in Delaware in May 1999 under the name TeleUniversity, Inc. and we changed our name to Bridgepoint Education, Inc. in February 2004. Our website is located at www.bridgepointeducation.com. We make available free of charge on our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form

8-K, and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The website for the SEC is located at www.sec.gov. The reference to our website is intended to be an inactive textual reference and the contents of our website are not incorporated by reference into, or in any way a part of, this report.

REGULATION

Ashford University and University of the Rockies are accredited institutions of higher education that are subject to extensive regulation by a variety of agencies. These agencies include WSCUC, the agency that accredits Ashford University, and HLC, the agency that accredits University of the Rockies. Accrediting agencies provide an independent assessment of educational quality. Our institutions are also subject to regulation by educational licensing authorities in states where our institutions are physically located or conduct certain operations. We are also subject to regulation by the Department due to our participation in Title IV programs. To participate in Title IV programs, a school must maintain authorization by the state education agency or agencies where it is physically located, be accredited by an accrediting agency recognized by the Department and be certified by the Department as an eligible institution. Institutions that participate in Title IV programs are subject to an extensive set of laws and regulations. The laws, regulations and standards of WSCUC, HLC, the Department and state agencies affect the vast majority of our institutions' operations.

Accreditation

Prior to being institutionally accredited by WSCUC in December 2013, Ashford University was accredited by HLC. University of the Rockies has been institutionally accredited since 2003 by HLC. WSCUC and HLC are two of six regional accrediting agencies that accredit colleges and universities in the United States. Most traditional, public and private non-profit, degree-granting colleges and universities are accredited by one of these six agencies.

Accreditation by WSCUC and HLC is recognized by the Department and by prospective students as a reliable indicator of educational quality. Accreditation is a private, non-governmental process for evaluating the quality of an educational institution and its programs and an institution's effectiveness in carrying out its mission in areas including integrity, student performance, curriculum, educational effectiveness, faculty, physical resources, administrative capability and resources, financial stability and governance. To be recognized by the Department, an accrediting agency, among other things, must adopt specific standards to be maintained by educational institutions, conduct peer-review evaluations of institutions' compliance with those standards, monitor compliance through periodic institutional reporting and the periodic renewal process and publicly designate those institutions that meet the agency's criteria. An accredited institution is subject to periodic review by its accrediting agency to determine whether it continues to meet the performance, integrity, quality and other standards required for accreditation. An institution that is determined not to meet the standards of accreditation may have its accreditation revoked or not renewed.

Accreditation is important to our institutions as it establishes comprehensive criteria designed to promote educational quality and effectiveness. Accreditation also represents a public acknowledgment by a recognized independent agency of the quality and effectiveness of our institutions and their programs. It also facilitates the transferability of educational credits when students transfer to or apply for graduate school at other regionally accredited colleges and universities. The Department relies on accreditation as an indicator of educational quality and effectiveness in determining an institution's eligibility to participate in Title IV programs, as do certain corporate and government sponsors in connection with tuition reimbursement and other student aid programs.

We believe that regional accreditation is viewed favorably by certain students when choosing a school, by other schools when evaluating transfer and graduate school applications, and by certain employers when evaluating the credentials of candidates for employment.

In addition, by approving our institutions' offerings of approved campus-based programs through online delivery modalities and by approving increased transfer credit allowance and prior learning assessments, accreditation supports our mission of serving students by providing innovative online programs and allowing student accessibility through increased transfer of credit for prior traditional and non-traditional education.

Evaluations and renewals of accreditation

In 2003, University of the Rockies was granted its initial accreditation from HLC for a period of five years. Its accreditation was then renewed by HLC in 2008 for a period of seven years. In September and October of 2014, HLC conducted a previously scheduled comprehensive evaluation visit at University of the Rockies in order for the University to seek reaffirmation of its accreditation by HLC. On February 3, 2015, University of the Rockies received a letter from HLC stating that the Institutional Actions Council of HLC continued the accreditation of the university, with the next Reaffirmation of Accreditation in 2024-25.

arising out of its team's special visit. The Action Letter stated that the WSCUC visiting team found substantial evidence that Ashford University continues to make sustained progress in all six areas recommended by WSCUC in 2013.

WSCUC also performs Mid-Cycle Reviews of its accredited institutions near the midpoint of their periods of accreditation, as required by the Department. The purpose of the Mid-Cycle Review is to identify problems with an institution’s or program’s continued compliance with agency standards while taking into account institutional or program strengths and stability. The Mid-Cycle Review report will focus particularly on student achievement, including indicators of educational effectiveness, retention and graduation data.

Licensure by California BPPE

To be eligible to participate in Title IV programs, an institution must be legally authorized to offer its educational programs by the states in which it is physically located. Effective July 2011, the Department established new requirements to determine if an institution is considered to be legally authorized by a state. In connection with its transition to WSCUC accreditation, Ashford University designated its San Diego, California facilities as its main campus for Title IV purposes and submitted an Application for Approval to Operate an Accredited Institution to BPPE on September 10, 2013.

In April 2014, the application was granted, and the university was approved by BPPE to operate in California until July 15, 2018. As a result, Ashford University is no longer exempt from certain laws and regulations applicable to private, post-secondary educational institutions. These laws and regulations entail certain California reporting requirements, including but not limited to, graduation, employment and licensing data, certain changes of ownership and control, faculty and programs, and student refund policies, as well as the triggering of other state and federal student employment data reporting and disclosure requirements.

Negotiated Rulemaking and Other Executive Action

Three negotiated rulemaking sessions held between January and March of 2014 resulted in draft regulations to enact changes to the Jeanne Clery Disclosure of Campus Security Policy and Campus Crime Statistics Act (the “Clery Act”) required by the enactment of the Violence Against Women Act (“VAWA”). The Department published final regulations in the Federal Register on October 20, 2014, which became effective on July 1, 2015. Among other things, VAWA requires institutions to compile statistics for additional incidents to those currently required by the Clery Act and include certain policies, procedures and programs pertaining to these incidents in annual security reports.

The Department held Program Integrity and Improvement negotiated rulemaking sessions between February and May of 2014 that focused on topics including, but not limited to, cash management of Title IV program funds, state authorization for programs offering distance or correspondence education, credit and clock hour conversions, the retaking of coursework, and the definition of “adverse credit” for PLUS loan borrowers. No consensus resulted from the rulemaking sessions. As a result, the Department had discretion to propose Program Integrity regulations in these areas. In August 2014, the Department published a Notice of Proposed Rulemaking proposing new regulations regarding the federal Direct PLUS loan program. The final regulations became effective on July 1, 2015 and update the standards for determining if a potential parent or student borrower has an adverse credit history for purposes of eligibility for a PLUS loan. Specifically, the regulations revise the definition of “adverse credit history” and require that parents and students who have an adverse credit history, but who are approved for a PLUS loan on the basis of extenuating circumstances or who obtain an endorser for the PLUS loan, must receive loan counseling before receiving the loan.

On September 3, 2014, the Department published a notice in the Federal Register to announce its intention to establish a negotiated rulemaking committee to prepare proposed regulations for the William D. Ford “Federal Direct Loan Program” authorized by the Higher Education Act. Two public hearings were held in October and November 2014. On December 19, 2014, the Department published a notice to announce its intention to establish the committee to (i) prepare proposed regulations to establish a new Pay as Your Earn repayment plan for those not covered by the existing Federal Direct Loan Program and (ii) establish procedures for Federal Family Education Loan Program (“FFEL Program”) loan holders to use to identify U.S. military service members who may be eligible for a lower interest rate on their FFEL Program loans. The committee met in February, March and April of 2015. On July 9, 2015, the Department published a Notice of Proposed Rulemaking proposing to amend the regulations governing the Federal Direct Loan Program, and on October 30, 2015, the regulations were amended to create a new income-contingent repayment plan in accordance with President Obama's initiative to allow more Federal Direct Loan Program borrowers to cap their loan payments at 10% of their monthly income. Changes were also made to the FFEL Program and Federal Direct Loan Program regulations to streamline and enhance existing processes and provide additional support to struggling borrowers. The amended regulations also expand the circumstances in which an institution may challenge or appeal a draft or final cohort default rate based on the institution's participation rate index.

On October 30, 2014, the Obama administration announced that the Department would lead an effort to formalize an interagency task force to conduct oversight of for-profit institutions of higher education, especially regarding alleged unfair, deceptive, and abusive policies and practices. The task force has been formed and includes the Departments of Justice, Treasury and Veterans Affairs, as well as the Consumer Financial Protection Bureau, Federal Trade Commission, Securities and Exchange Commission, and state Attorneys General. The stated purpose of the task force is to “coordinate...activities and promote information sharing to protect students from unfair, deceptive and abusive policies and practices.”

On March 24, 2015, the OIG issued a final audit report titled “Federal Student Aid's Oversight of Schools' Compliance with the Incentive Compensation Ban.” In its report, the OIG concluded that the Department's Office of Federal Student Aid (the “FSA”) failed to (i) revise its enforcement procedures and guidance after the Department eliminated the incentive compensation safe harbors in 2010, (ii) develop procedures and guidance on appropriate enforcement action and (iii) properly resolve incentive compensation ban findings. In response to the report, the OIG and the FSA agreed on corrective action that may increase scrutiny and enforcement action related to payment of incentive compensation.

On May 18, 2015, the Department published a Notice of Proposed Rulemaking to amend cash management regulations related to Title IV program funds. The proposed regulations address student access to Title IV program funds, financial account fees and the opening of financial accounts. The proposed regulations also clarify how the Department treats previously passed coursework for Title IV eligibility purposes, and streamline the requirements for converting clock hours to credit hours.

On June 8, 2015, the Department held a press conference and released a document entitled “Fact Sheet: Protecting Students from Abusive Career Colleges” in which the Department announced processes that will be established to assist students who may have been the victims of fraud in gaining relief under the “defense to repayment” provisions of the Federal Direct Loan Program regulations. Rarely used in the past, the defense to repayment provisions allow a student to assert as a defense against repayment of federal Direct Loans any commission of fraud or other violation of applicable state law by the school related to such loans or the educational services paid for. The processes outlined by the Department on June 8 include (i) extending debt relief eligibility to groups of students where possible, (ii) providing loan forbearance and pausing payments while claims are being resolved, (iii) appointing a Special Master dedicated to borrower defense issues for students who believe they have a defense to repayment, (iv) establishing a streamlined process and (v) building a better system for debt relief for the future. The Department noted that building a better system for debt relief would involve developing new regulations to clarify and streamline loan forgiveness under the defense to repayment provisions, while maintaining or enhancing current consumer protection standards and strengthening provisions that hold schools accountable for actions that result in loan discharges.

On August 20, 2015, the Department announced its intention to establish a negotiated rulemaking committee to prepare proposed regulations for the Federal Student Aid programs authorized under Title IV of the Higher Education Act. The Department held two public hearings in September 2015 at which interested parties commented on the topics suggested by the Department and suggested additional topics that should be considered for action by the negotiating committee. The Department also accepted written comments and suggestions. The Department intends to convene a committee to develop proposed regulations for determining which acts or omissions of an institution of higher education a borrower may assert as a defense to repayment, and the consequences of the assertion of such borrower defenses for borrowers, institutions and the Department. Specifically, the Department intends to address (i) the procedures to be used for a borrower to establish a defense to repayment, (ii) the criteria the Department will use to identify acts or omissions of an institution that constitute defenses to repayment, (iii) the standards and procedures the Department will use to determine the liability of the institution for amounts based on borrower defenses and (iv) the effect of borrower defenses on institutional capability assessments. The committee met in January and February of 2016, and is scheduled to meet again in March 2016.

Authorization by U.S. Congress of Title IV Programs

The U.S. Congress must periodically reauthorize the Higher Education Act and annually determine the funding level for each Title IV program through the budget and appropriations process. In 2008, the Higher Education Act was reauthorized through September 2014, and the House Education and the Workforce Committee is currently working to reauthorize the Higher Education Act. The Higher Education Act's programs will continue year-to-year without explicit reauthorization as long as the U.S. Congress appropriates funds for the programs. The U.S. Congress may propose and pass revisions to the Higher Education Act between reauthorizations by using other legislative vehicles such as budget bills and appropriations bills, which could impact funding for student financial aid programs.

There has been increased focus by some in the U.S. Congress on the role that for-profit educational institutions play in higher education. In particular, the Health, Education, Labor and Pensions Committee of the U.S. Senate (“HELP Committee”) held a series of hearings regarding the for-profit education sector and Title IV programs, including a March 2011 hearing specifically entitled “Bridgepoint Education, Inc.: A Case Study in For-Profit Education and Oversight.” The hearings of the HELP Committee, and those of other Congressional committees, have focused on various aspects of the for-profit education

sector including student debt, recruitment practices, educational quality, student outcomes, the effectiveness of accrediting bodies, and the amount of Title IV funding received by the for-profit education sector. In connection with these hearings, members of Congress have requested a broad range of detailed information from various for-profit institutions, including Ashford University and University of the Rockies. On July 29, 2012, the majority staff of the HELP Committee issued a report entitled “For Profit Higher Education: The Failure to Safeguard the Federal Investment and Ensure Student Success,” which contains the majority staff's findings from the committee's two-year investigation of the for-profit education sector. The report is critical of the sector generally and of us and our institutions specifically, expressing concerns surrounding the amount of Title IV and other federal funds received, the amount of money spent on marketing and recruiting, student retention and default rates, staffing levels, learning outcomes and accreditation, among other items.

Certain members of Congress have proposed legislation that could have an adverse impact on our institutions. Even if this proposed legislation does not pass during the session in which it is introduced, it may be reintroduced or similar legislation may be proposed, or it may serve as a basis of discussion during the reauthorization of the Higher Education Act.

Department Regulation of Title IV Programs

To be eligible to participate in Title IV programs, an institution must comply with the Higher Education Act and the regulations thereunder that are administered by the Department. Among other things, the law and regulations require that an institution (i) be licensed or authorized to offer its educational programs by the states in which it is physically located, (ii) maintain institutional accreditation by an accrediting agency recognized for such purposes by the Department and (iii) be certified to participate in Title IV programs by the Department. Our institutions' participation in Title IV programs subjects them to extensive oversight and review pursuant to regulations promulgated by the Department. Those regulations are subject to revision and amendment from time to time by the Department. The Department's interpretation of its regulations likewise is subject to change. As a result, it is difficult to predict how Title IV program requirements will be applied in all circumstances.

The 90/10 rule

Under the Higher Education Act, a for-profit institution loses its eligibility to participate in Title IV programs if the institution derives more than 90% of its revenues (calculated in accordance with applicable Department regulations) from Title IV program funds for two consecutive fiscal years. This rule is commonly referred to as the “90/10 rule.” Any institution that violates the 90/10 rule for two consecutive fiscal years becomes ineligible to participate in Title IV programs for at least two fiscal years. In addition, an institution whose rate exceeds 90% for any single year will be placed on provisional certification and may be subject to other enforcement measures. In the years ended December 31, 2015 , 2014 and 2013 , Ashford University derived 80.9% , 83.4% and 85.6% , respectively, and University of the Rockies derived 86.6% , 88.3% and 87.6% , respectively, of their respective revenues (calculated in accordance with applicable Department regulations) from Title IV program funds.

Incentive compensation

The Higher Education Act prohibits an institution from providing any commission, bonus or other incentive payments based directly or indirectly on success in securing enrollments or financial aid to any persons or entities engaged in student recruiting or admissions activities or making decisions about the award of student financial assistance. Under prior Department regulations, there were 12 “safe harbor” provisions. The Department eliminated all 12 safe harbors, effective July 1, 2011, taking the position that any commission, bonus or other incentive payment based in any part, directly or indirectly, on securing enrollments or awarding financial aid is inconsistent with the incentive payment prohibition in the Higher Education Act. The Department issued a Dear Colleague Letter dated March 17, 2011 that attempted to clarify and provide interpretive guidance

regarding certain aspects of the regulations, but there remains uncertainty as to what constitutes prohibited incentive compensation.

Qui tam complaints against us and our institutions were unsealed in December 2012 and January 2013. These complaints allege, among other things, that our institutions violated the Federal False Claims Act by falsely certifying to the Department that Ashford University and University of the Rockies, in the case of the qui tam unsealed in December 2012, and Ashford University, in the case of the qui tam unsealed in January 2013, were in compliance with the prior regulations regarding the payment of incentive compensation to enrollment personnel in connection with the institutions' participation in student financial aid programs. The U.S. Department of Justice declined to intervene in the qui tam complaints. The qui tam complaint unsealed in December 2012 was voluntarily dismissed in June 2013, following the U.S. Department of Justice's stipulation to the dismissal. In August 2015, our motion to dismiss the qui tam complaint unsealed in January 2013 was granted, and the case is currently under appeal with the United States Court of Appeals for the Ninth Circuit. During the pendency of the appeal, the parties agreed to settle the case for an immaterial amount and are in the process of finalizing a settlement agreement. For more information regarding claims and lawsuits, see Note 21 , “Commitments and Contingencies” to our annual consolidated financial statements included elsewhere in this report.

Cohort default rate

For each federal fiscal year, the Department calculates a rate of student defaults over a three-year measuring period for each educational institution, which is known as a “cohort default rate.” An institution may lose its eligibility to participate in the federal Direct Loan and Pell programs if, for each of the three most recent federal fiscal years, 30% or more of its students who became subject to a repayment obligation in that federal fiscal year defaulted on such obligation by the end of the following federal fiscal year.

The three-year cohort default rates for Ashford University for the 2012, 2011 and 2010 federal fiscal years, were 15.3% , 15.3% and 16.3% , respectively. The three-year cohort default rates for University of the Rockies for the 2012, 2011 and 2010 federal fiscal years, were 4.3% , 6.6% and 8.0% , respectively.

The draft three-year cohort default rates for the 2013 federal fiscal year for Ashford University and the University of the Rockies are 14.7% and 3.9%, respectively.

Substantial misrepresentation

The Higher Education Act prohibits an institution participating in Title IV programs from engaging in substantial misrepresentation of the nature of its educational programs, financial charges or graduate employability. Under the Department's rules, a “misrepresentation” is any false, erroneous or misleading statement an institution, one of its representatives, or any ineligible institution, organization, or person with whom the institution has an agreement to provide educational programs, or marketing, advertising, recruiting, or admissions services makes directly to a student or prospective student or any member of the public, or to an accrediting agency, to a state agency or the Department. The Department's rules define a “substantial misrepresentation” as any misrepresentation on which the person to whom it was made could reasonably be expected to rely, or has reasonably relied, to that person's detriment. Considering the broad definition of “substantial misrepresentation,” it is possible that, despite our training efforts and compliance programs, our institutions' employees or service providers may make statements that could be construed as substantial misrepresentations. For-profit educational institutions are also subject to the general deceptive practices jurisdiction of the Federal Trade Commission (the “FTC”) and the Consumer Financial Protection Bureau (the “CFPB”). The FTC and CFPB are intensifying their regulatory scrutiny of our industry and related vendors, sometimes in coordination with the Department of Education and state Attorneys General.

On August 10, 2015, we received from the CFPB Civil Investigative Demands related to the CFPB's investigation to determine whether for-profit post-secondary education companies or other unnamed persons have engaged in or are engaging in unlawful acts or practices related to the advertising, marketing or origination of private student loans. We, together with Ashford University, expect to provide documents, testimony and other information to the CFPB, and cannot predict the eventual scope, duration or outcome of the investigation at this time.

On December 10, 2015, Ashford University received a request for information from the Multi-Regional and Foreign School Participation Division of the FSA for (i) advertising and marketing materials provided to prospective students regarding the transferability of certain credit, (ii) documents produced in response to the CFPB's August 10, 2015 Civil Investigative Demand related to the CFPB's investigation to determine whether for-profit post-secondary education companies or other unnamed persons have engaged in or are engaging in unlawful acts or practices related to the advertising, marketing or origination of private student loans, (iii) certain documents produced in response to subpoenas and interrogatories issued by the California Attorney General and (iv) records created between 2009 and 2012 related to the disbursement of certain Title IV funds. The FSA is investigating representations made by Ashford University to potential and enrolled students, and has asked

us and Ashford University to assist in its assessment of Ashford University's compliance with the prohibition on substantial misrepresentations. We, together with Ashford University, intend to provide the FSA with our full cooperation with a view toward demonstrating the compliant nature of our practices.

If the Department determines that one of our institutions has engaged in substantial misrepresentation, the Department may (i) attempt to revoke the institution's program participation agreement if the institution is provisionally certified, (ii) impose limitations on the institution's participation in Title IV programs if the institution is provisionally certified, (iii) deny applications from the institution for approval of new programs or locations or other matters or (iv) initiate proceedings to fine the institution or limit, suspend or terminate its eligibility to participate in Title IV programs. Because Ashford University is provisionally certified, it could be subject to the actions set forth in clauses (i) and (ii) above in addition to any other actions taken by the Department if it were determined that Ashford University has engaged in substantial misrepresentation.

Return of Title IV funds for students who withdraw

If a student who has received Title IV funds withdraws, the institution must determine the amount of Title IV program funds the student has earned pursuant to applicable regulations. If the student withdraws during the first 60% of any payment period (which, for our undergraduate online students, is typically a 20-week term consisting of four five-week courses and, for our campus-based students, is a 16-week semester), the amount of Title IV funds that the student has earned is equal to a pro rata portion of the funds the student received or for which the student would otherwise be eligible for the payment period. If the student withdraws after the 60% threshold, then the student is deemed to have earned 100% of the Title IV funds received. If the student has not earned all of the Title IV funds disbursed, the institution must return the unearned funds to the appropriate lender or the Department in a timely manner, which is generally no later than 45 days after the date the institution determined that the student withdrew. If an institution's annual financial aid compliance audit in either of its two most recently completed fiscal years determines that 5% or more of such returns were not timely made, the institution may be required to submit a letter of credit in favor of the Department equal to 25% of the Title IV funds that the institution should have returned for withdrawn students in its most recently completed fiscal year. For the year ended December 31, 2015 , our institutions did not exceed the 5% threshold for late refunds sampled.

Ashford University's administration of Title IV program funds during the period from July 1, 2006 through June 30, 2007, including the return of unearned Title IV funds during the period, is the subject of a compliance audit previously conducted by the OIG. For information regarding the OIG's audit findings, see “Regulation — Department Regulation of Title IV Programs — Compliance reviews, audits and reports” below. In addition, the Multi-Regional and Foreign School Participation Division of the FSA has requested from us and Ashford University records created between 2009 and 2012 related to the disbursement of certain Title IV funds. For additional information regarding the request for information, see “Regulation — Department Regulation of Title IV Programs — Substantial misrepresentation” above.

State authorization

To be eligible to participate in Title IV programs, an institution must be legally authorized to offer its educational programs by the states in which it is physically located. An institution is considered to be legally authorized by a state if, among other things, it meets one of the following sets of requirements:

•

the state establishes the institution by name as an educational institution through a charter, statute, constitutional provision or other action issued by an appropriate state agency or state entity and is authorized to operate educational programs beyond secondary education, including programs leading to a degree or certificate; the institution complies with any applicable state approval or licensure requirements, except that the state may exempt the institution from any state approval or licensure requirement based on the institution's accreditation by one or more accrediting agencies recognized by the Department or based upon the institution being in operation for at least 20 years; and the state has a process to review and appropriately act on complaints concerning the institution including the enforcement of state laws;

•

the institution is established by the state on the basis of an authorization to conduct business in the state or to operate as a nonprofit charitable organization; the institution, by name, is approved or licensed by the state to offer programs beyond secondary education, including programs leading to a degree or certificate; and the institution is not exempt from the state's approval or licensure requirements based on accreditation, years in operation, or other comparable exemption; and the state has a process to review and appropriately act on complaints concerning the institution including the enforcement of state laws; or


•	the institution is exempt from state authorization as a religious institution under the state constitution or by state law, and the state has a process to review and appropriately act on complaints concerning the institution and to enforce applicable state laws.

The Department has stated that it will not publish a list of states that meet, or fail to meet, the above requirements, and it is unclear how the Department will interpret these requirements in each state.

The regulations also provide that if an institution is offering postsecondary education through distance or correspondence education to students in a state in which it is not physically located or in which it is otherwise subject to state jurisdiction as determined by the state, the institution must meet any state requirements for it to be legally offering postsecondary distance or correspondence education to students in that state. Additionally, upon request by the Department, an institution must be able to document that it has the applicable state approval. Although our institutions have a process for evaluating the compliance of their online educational programs with state requirements regarding distance and correspondence learning, and have experienced no significant restrictions on their educational activities to date as a result of such requirements, state regulatory requirements for online education vary among the states, are not well developed in many states, are imprecise or unclear in some states and are subject to change. For more information, see “Regulation — State Education Licensure and Regulation” below. Moreover, it is also unclear whether and to what extent state agencies may augment or change their regulations in this area as a result of new Department regulations and increased scrutiny. Any failure to comply with state requirements, or any new or modified regulations, could result in our inability to enroll students or receive Title IV funds for students in those states and could result in restrictions on growth and enrollments.

On June 5, 2012, the United States Court of Appeals for the District of Columbia Circuit vacated the new state authorization regulation with respect to distance and correspondence education. The Court affirmed a 2011 order of a Federal District Court in the District of Columbia vacating the regulation requiring an institution to meet state requirements in a state in which it has distance education students, but in which it is not physically located or otherwise subject to state jurisdiction. The Department subsequently issued a Dear Colleague Letter acknowledging the Court's decision and stating that the Department would not enforce the requirements of the regulation and commenting that institutions continue to be responsible for complying with all state laws as they relate to distance education.

Ashford University has a campus that is physically located in Iowa. During the time period in which Ashford University was accredited by the Higher Learning Commission, the Iowa College Student Aid Commission (“ICSAC”) advised Ashford University that the institution was exempt from a requirement to register with the State of Iowa to offer postsecondary degree programs in Iowa by virtue of its accreditation by HLC. In anticipation of its transition to WSCUC accreditation, Ashford University applied for registration with ICSAC. In November 2011, ICSAC determined Ashford University met all requirements to offer postsecondary education in Iowa and approved the institution's registration in Iowa for a four-year period ending November 2015. Ashford University has submitted a renewal application with ICSAC and is authorized to continue operating in Iowa pending ICSAC's review of the renewal application. However, in light of the findings and recommendations contained in the final audit report of the OIG, discussed below under “Regulation — Department Regulation of Title IV Programs — Compliance reviews, audits and reports,” ICSAC stated that it would immediately reconsider the institution's registration for possible revocation if the Department ruled to limit, suspend or terminate the institution's participation in Title IV programs.

University of the Rockies is located in the State of Colorado and has Full Authorization by the Colorado Commission on Higher Education. Such authorization may be lost or withdrawn if University of the Rockies fails to comply with requirements under Colorado statutes and rules for continued authorization.

Gainful employment

On October 31, 2014, the Department published Gainful Employment regulations impacting programs required to prepare graduates for gainful employment in a recognized occupation. Almost all academic programs offered by Title IV-participating private sector institutions of higher education must prepare students for gainful employment in a recognized occupation. The Gainful Employment regulations became effective July 1, 2015, with certain disclosure requirements that are expected to be effective in early 2017.

The Gainful Employment regulations have a framework with three components:


•	Certification: Institutions must certify that each of their gainful employment programs meet state and federal licensure, certification and accreditation requirements.


•	Accountability Measures: To maintain Title IV eligibility, gainful employment programs will be required to meet minimum standards for the debt burden versus the earnings of their graduates.


◦	Pass: Programs whose graduates have annual loan payments less than 8% of total earnings or less than 20% of discretionary earnings.


◦	Zone: Programs whose graduates have annual loan payments between 8% and 12% of total earnings or between 20% and 30% of discretionary earnings.


◦	Fail: Programs whose graduates have annual loan payments greater than 12% of total earnings and greater than 30% of discretionary earnings.

Programs that fail in two out of any three consecutive years or are in the Zone for four consecutive years will be disqualified from participation in the Title IV programs.


•	Transparency: Institutions will be required to make public disclosures regarding the performance and outcomes of their gainful employment programs. The disclosures will include information such as costs, earnings, debt and completion rates.

The accountability measures will typically weigh a calculated debt burden from graduates who completed their studies three and four years prior to the measuring academic year and earnings from the most recent calendar year prior to the conclusion of the measuring academic year. Thus for the 2014-2015 academic year, the cohort will include graduates from the 2010-2011 and 2011-2012 academic years and earnings for these graduates from calendar year 2014.

The regulations contemplate a transition period in the first several years to afford institutions the opportunity to make changes to their programs and retain Title IV eligibility. Because definitive information necessary to determine how our programs will fare under the accountability measures is not available at this time, we are unable to reliably predict the impact of the Gainful Employment regulations. However, we are currently using available data to evaluate which programs are at risk of failing under the requirements.

Financial responsibility

The Higher Education Act and Department regulations establish standards of financial responsibility which an institution must satisfy to participate in Title IV programs. The Department evaluates compliance with these standards annually upon receipt of an institution's annual audited financial statements and also when an institution applies to the Department to reestablish its eligibility to participate in Title IV programs following a change in ownership. One financial responsibility standard is based on the institution's composite score, which is derived from a formula established by the Department. The composite score is a number between negative 1.0 and positive 3.0. It must be at least 1.5 for the institution to be deemed financially responsible without the need for further Department financial oversight. In addition to having an acceptable composite score, an institution must, among other things, meet all of its financial obligations (including required refunds to students and any Title IV liabilities and debts), be current in its debt payments and not receive an adverse, qualified or disclaimed opinion by its accountants in its audited financial statements.

For the prior fiscal year ended December 31, 2014, the composite score calculated was 2.7 , satisfying the composite score requirement of the Department's financial responsibility test, which institutions must satisfy in order to participate in Title IV programs. We expect the consolidated composite score to be 1.8 for the year ended December 31, 2015 . However, the consolidated calculation is subject to determination by the Department once it receives and reviews our audited financial statements for the year ended December 31, 2015 .

Administrative capability

The Department specifies extensive criteria by which an institution must establish that it has the requisite administrative capability to participate in Title IV programs. To meet the administrative capability standards, an institution must, among other things, (i) comply with all applicable Title IV program requirements, (ii) have an adequate number of qualified personnel to administer Title IV programs, (iii) have acceptable standards for measuring the satisfactory academic progress of its students, (iv) have procedures in place for awarding, disbursing and safeguarding Title IV funds and for maintaining required records, (v) administer Title IV programs with adequate checks and balances in its system of internal control over financial reporting, (vi) not be, and not have any principal or affiliate who is, debarred or suspended from federal contracting or engaging in activity that is cause for debarment or suspension, (vii) provide financial aid counseling to its students, (viii) refer to the OIG any credible information indicating that any student, parent, employee, third-party servicer or other agent of the institution has engaged in any fraud or other illegal conduct involving Title IV programs, (ix) timely submit all required reports and financial statements and (x) not otherwise appear to lack administrative capability.

that failure to fully comply in all Gainful Employment data reporting requirements could result in the referral of the errant institution to the Department's Administrative Actions and Appeals Service Group for consideration of an administrative action against that institution, including a fine, the limitation, suspension or termination of institutional eligibility to participate in Title IV programs, or revocation of the institution's program participation agreement (if provisional). We worked with the Department to address their concerns with respect to the reporting of our institutions under the Gainful Employment regulations. The Department has since approved two new programs for Ashford University, and we do not anticipate any actions against our institutions related to this notification.

Potential effect of noncompliance with Title IV regulations

The Department can impose sanctions for violating the statutory and regulatory requirements of Title IV programs, including:

•

transferring an institution from the advance method or the heightened cash monitoring level one method of Title IV payment, each of which permit the institution to receive Title IV funds before or concurrently with disbursing them to students, to the heightened cash monitoring level two method of payment or to the reimbursement method of payment, each of which delay an institution's receipt of Title IV funds until student eligibility has been verified by the Department;


•	imposing a monetary liability against an institution in an amount equal to any funds determined to have been improperly disbursed or not to have been properly returned upon student withdrawal;


•	requiring an institution to post a letter of credit in favor of the Department as a condition for continued Title IV eligibility;


•	initiating proceedings to impose a fine or to limit, suspend or terminate an institution's participation in Title IV programs;


•	referring a matter for possible civil or criminal investigation;


•	failing to grant an institution's application for renewal of its certification, or revocation of an institution's provisional certification, to participate in Title IV programs, or imposing conditions on its participation in Title IV programs; or


•	taking emergency action to suspend an institution's participation in Title IV programs without prior notice or a prior opportunity for a hearing.

If sanctions were imposed resulting in a substantial curtailment or termination of our institutions' participation in Title IV programs, enrollments and our revenues, financial condition, cash flows and results of operations would be materially and adversely affected. If our institutions lost their eligibility to participate in Title IV programs, or if the amount of available Title IV program funds were reduced, we would seek to arrange or provide alternative sources of financial aid for students. There is no assurance that any private organizations would be willing to provide financial assistance to our institutions' students. Additionally, the interest rate and other terms of such financial aid would likely not be as favorable as those for Title IV program funds, and we might be required to guarantee all or part of such alternative assistance or might incur other additional costs in connection with securing such alternative assistance. It is unlikely that we would be able to arrange alternative funding to replace all the Title IV funding our institutions' students receive.

Compliance reviews, audits and reports

Our institutions are subject to reviews in connection with periodic renewals of certification to participate in Title IV programs, as well as announced and unannounced compliance reviews and audits by various external agencies, including the Department and the OIG. State licensing agencies, the U.S. Department of Veterans Affairs and accrediting bodies may also conduct audits and reviews of a similar fashion. In addition, as part of the Department's ongoing monitoring of institutions' administration of Title IV programs, the Higher Education Act requires institutions to submit to the Department an annual Title IV compliance audit conducted by an independent certified public accounting firm. In addition, to enable the Department to make a determination of an institution's financial responsibility, each institution must annually submit audited financial statements prepared in accordance with GAAP and Department regulations.

The OIG is responsible for, among other things, promoting the effectiveness and integrity of the Department's programs and operations. With respect to educational institutions that participate in Title IV programs, the OIG conducts its work primarily through an audit services division and an investigations division. The audit services division typically conducts general audits of institutions to assess their administration of federal funds in accordance with applicable rules and regulations. The investigation services division typically conducts focused investigations of particular allegations of fraud, abuse or other wrongdoing against institutions by third parties, such as a lawsuit filed under seal pursuant to the federal False Claims Act.

In January 2011, Ashford University received a final audit report from the OIG regarding the compliance audit commenced in May 2008 and covering the period July 1, 2006 through June 30, 2007. The audit covered Ashford University's administration of Title IV program funds, including compliance with regulations governing institutional and student eligibility, awards and disbursements of Title IV program funds, verification of awards and returns of unearned funds during that period, and its compensation of financial aid and recruiting personnel during the period May 10, 2005 through June 30, 2009.

The final audit report contained audit findings, in each case for the period July 1, 2006 through June 30, 2007 (award year 2006-2007), which are summarized as follows:


•	Finding 1 - The university designed a compensation plan for enrollment advisors that provided incentive payments based on success in securing enrollments and did not establish that its plan and practices qualified for the regulatory safe harbors.


•	Finding 2 - The university did not always perform return of Title IV aid calculations properly, resulting in the improper retention of a total of $29,036 of Title IV program funds for 38 students in the OIG's sample sets of 85 students.


•	Finding 3 - The university did not in all instances return Title IV program funds timely for Title IV students who withdrew or went on a leave of absence from school.


•	Finding 4 - The form formerly used by the university to obtain authorizations to retain student credit balances did not comply with applicable regulations.


•	Finding 5 -The university did not in all instances disburse Title IV program funds in accordance with applicable regulations or university policy because they were made prior to the students being eligible to receive them.


•	Finding 6 - The university did not in all instances maintain documentation to support online students' leaves of absence due to the lack of support for the start dates for 19 leaves of absence.

Each finding was accompanied by one or more recommendations to the FSA, as summarized below:


•	For Finding 1, the OIG recommended that the FSA require the university to provide records of all salary adjustments made to enrollment advisors during award year 2006-2007 and any documentation, not disclosed to the OIG, that demonstrates that any specific adjustments made during that period qualified for the regulatory safe harbors.

•

For Findings 2 and 5, the OIG recommended that the FSA require the university (i) to remit to the Department and appropriate lenders certain amounts identified by the OIG ($29,036 for Finding 2) and (ii) undertake a file review for award year 2006-2007 to identify the amount of Title IV funds that were improperly retained or disbursed and to remit such amounts to the Department or appropriate lenders.


•	For Finding 4, the OIG recommended that the FSA require the university to cease drawing, disbursing and holding credit balances of Title IV program funds for which there are no currently assessed institutional charges.


•	For Findings 2, 3, 5 and 6, the OIG recommended that the FSA require the university to develop and implement certain remedial policies and procedures.

•

For Findings 2, 3 and 5 generally, and for Finding 1 in the event the university cannot establish that its salary adjustments for enrollment advisors qualified for the safe harbor, the OIG recommended that the FSA consider whether to take appropriate action under Subpart G of 34 C.F.R. Part 668. Under Subpart G, the FSA may seek to impose a fine against the university or to limit, suspend or terminate the university's participation in Title IV programs.

The findings and recommendations of the final audit report represent the opinions of the OIG, and the issuance of final audit determinations and corrective action to be taken, if any, will be made by the FSA.

Ashford University expects that the FSA will consider the findings and recommendations in the final audit report and engage in a dialog with the university prior to determining what, if any, action to take and issuing a Final Audit Determination Letter concluding the audit. The OIG requested that Ashford University provide a response to the FSA regarding the final audit report, and the university responded in a timely manner.

In June 2011, in connection with Findings 2 and 3, the FSA requested that Ashford University conduct a file review of the return to Title IV calculations for all Title IV recipients who withdrew from distance education programs during award year 2006-2007. The institution cooperated with the request and supplied the information within the time frame required.

If the FSA were to determine to assess a monetary liability or commence an action under Subpart G or other procedures, Ashford University would have an opportunity to contest the assessment or proposed action through administrative proceedings, with the right to seek review of any final administrative action in the federal courts. Although we believe Ashford University operates in substantial compliance with Department regulations that are applicable to the areas under review, we cannot predict the ultimate findings, potential liabilities or remedial actions, if any, that the FSA may include in the Final Audit Determination Letter, or the result of any administrative proceedings, including Subpart G or other proceedings, that may arise out of the Final Audit Determination Letter.

The Department periodically reviews institutions participating in Title IV programs for compliance with applicable laws and regulations. On July 25, 2012, the Department notified University of the Rockies that it had scheduled an on-site program review, which took place August 20, 2012 through August 24, 2012. In June 2013, University of the Rockies was provided with the Department’s program review report and subsequently filed a timely response to such initial report. Following consideration of the university's response, the Department issued a Final Program Review Determination letter, dated July 22, 2015, which states that University of the Rockies' responses have resolved all findings and the university may consider the program review closed.

On July 31, 2014, the Department notified Ashford University that it intended to conduct a program review of Ashford University’s administration of Title IV programs in which the university participates. The review commenced on August 25, 2014. In November 2014, Ashford University was provided with the Department's program review report and has responded to such initial report. Following consideration of the university's response, the Department will issue a Final Program Review Determination letter. If the Final Program Review Determination letter were to include findings of non-compliance, Ashford University could be required, subject to administrative review procedures, to pay a fine or return Title IV funds previously received, or could be subjected to other administrative sanctions.

Adding teaching locations and implementing new educational programs

The requirements and standards of accrediting agencies, state education agencies and the Department limit our institutions' ability in certain instances to establish additional teaching locations or implement new educational programs. WSCUC, HLC and state education agencies that may authorize or accredit our institutions or their programs generally require institutions to notify them in advance of adding certain new locations or implementing certain new programs, and upon notification may undertake a review of the quality of the facility or the program and the financial, academic and other qualifications of the institution. If an institution participating in Title IV programs plans to add a new location or educational program, the institution must apply under certain circumstances to the Department to have the additional location or educational program designated as within the scope of the institution's Title IV eligibility.

As previously discussed, Ashford University is provisionally certified for Title IV eligibility until September 30, 2016. During the time when an institution is provisionally certified, it must apply for and receive approval from the Department for any substantial change, including but not limited to the establishment of an additional location, an increase in the level of academic offerings, or the addition of certain programs.

Change in ownership resulting in a change of control

The Department and most state and accrediting agencies require institutions of higher education to report or obtain approval of certain changes of control and changes in other aspects of institutional organization or operations. Transactions or events that constitute a change of control may include significant acquisitions or dispositions of an institution's common stock and significant changes in the composition of an institution's governing board. The types of thresholds for such reporting and approval vary among the states and among accrediting agencies. The Department regulations provide that a change of control occurs for a publicly traded corporation if either (i) a person acquires such ownership and control of the corporation so that the corporation is required to file a Current Report on Form 8-K with the SEC disclosing a change of control or (ii) the corporation's largest stockholder who owns at least 25% of the total outstanding voting stock of the corporation, ceases to own at least 25% of such stock or ceases to be the largest stockholder owning at least 25% of the total stock. A significant purchase or disposition of our voting stock, including a disposition of voting stock by Warburg Pincus, could be determined by the Department to be a change of control under this standard. In such event, the regulatory procedures applicable to a change in ownership and control would have to be followed in connection with the transaction. Similarly if such a disposition were deemed a change of control by the applicable accreditor or state educational licensing agency, any required regulatory notifications and approvals would have to be made or obtained.

Privacy of student records

The Family Educational Rights and Privacy Act of 1974 ("FERPA") and the Department's FERPA regulations require educational institutions to protect the privacy of students' educational records by limiting an institution's disclosure of a

student's personally identifiable information without the student's prior written consent. FERPA also requires institutions to allow students to review and request changes to their educational records maintained by the institution, to notify students at least annually of this inspection right and to maintain records in each student's file listing requests for access to and disclosures of personally identifiable information and the interest of such party in that information. If an institution fails to comply with FERPA, the Department may require corrective actions by the institution or may terminate an institution's receipt of further federal funds. In addition, educational institutions are obligated to safeguard student information pursuant to the Gramm-Leach-Bliley Act ("GLBA"), a federal law designed to protect consumers' personal financial information held by financial institutions and other entities that provide financial services to consumers. The applicable GLBA regulations require an institution to, among other things, develop and maintain a comprehensive, written information security program designed to protect against the unauthorized disclosure of personally identifiable financial information of students, parents or other individuals with whom such institution has a customer relationship. If an institution fails to comply with the applicable GLBA requirements, it may be required to take corrective actions, be subject to monitoring and oversight by the FTC, and be subject to fines or penalties imposed by the FTC.

State Education Licensure and Regulation

California, Iowa and Colorado

Ashford University has designated its San Diego, California facilities as its main campus for Title IV purposes. The university submitted an Application for Approval to Operate an Accredited Institution to BPPE on September 10, 2013. For additional information, see “Regulation — Licensure by California BPPE” above.

Ashford University also has a campus located in Iowa. Ashford University is registered as a postsecondary school in the state of Iowa by ICSAC. To maintain its Iowa registration, the university must comply with applicable requirements under Iowa statutes and rules. In July 2015, the Ashford University Board of Trustees made the decision to close the Clinton Campus after the 2015-2016 academic year, following the implementation of a one-year teach-out plan. On December 22, 2015, we entered into a Purchase Agreement and Escrow Instructions with Catalyst pursuant to which we agreed to sell the Clinton Campus to Catalyst. Simultaneously with the closing of the sale on December 29, 2015, we entered into a Lease Agreement with Catalyst pursuant to which we are leasing the Clinton Campus from Catalyst through December 31, 2016.

University of the Rockies' campus is located in Colorado. The university is authorized to operate by the Colorado Commission on Higher Education. To maintain its Colorado authorization, the university must comply with applicable requirements under Colorado statutes and rules.

The Higher Education Act requires Ashford University and University of Rockies to be legally authorized in the states in which they are physically located in order to participate in Title IV programs. Department regulations impose Title IV program requirements for an institution to be considered legally authorized by a state. Our failure to hold required authorizations in California, Iowa, or Colorado could cause Ashford University or University of the Rockies, as applicable, to lose their authorization to deliver educational programs and to grant degrees and other credentials and lose their eligibility to participate in Title IV programs. For additional information, see “Regulation — Department Regulation of Title IV Programs — State authorization” above.

Additional state regulation

Most state education agencies impose regulatory requirements on educational institutions operating within their boundaries. Some states have sought to assert jurisdiction over out-of-state educational institutions offering online programs that have no physical location or other presence in the state but that have some activity in the state, such as enrolling or offering educational services to students who reside in the state, employing faculty who reside in the state or advertising to or recruiting prospective students in the state. In addition to California, Iowa and Colorado, we have determined that our activities in certain states constitute a presence requiring licensure or authorization under the requirements of the state education agency in those states, and in other states we have obtained state education agency approvals as we have determined necessary in connection with our marketing and recruiting activities. We review state licensure requirements when appropriate to determine whether our activities in those states constitute a presence or otherwise require licensure or authorization. Because we enroll students throughout the United States, we may have to seek licensure or authorization in additional states in the future.

State regulatory requirements for online education vary among the states, are not well developed in many states, are imprecise or unclear in some states and are subject to change. Consequently, a state education agency could disagree with our conclusion that we are not required to obtain a license or authorization in the state and could restrict one or more of our business activities in the state, including the ability to recruit or enroll students in that state or to continue providing services or advertising in that state. If we fail to comply with state licensing or authorization requirements for any state, we may be subject to the loss of state licensure or authorization by that state, or be subject to other sanctions, including restrictions on our

activities in that state, fines and penalties. The loss of any required license or authorization in states other than California, Iowa and Colorado could prohibit us from recruiting prospective students or from offering services to current students in those states.

Effective July 1, 2011, the Department regulations imposed new Title IV state authorization requirements for institutions that offer postsecondary education through distance education to students in states in which it is not physically located or in which it is otherwise subject to state jurisdiction as determined by the state. The regulations have been the subject of a federal court challenge and a subsequent announcement by the Department regarding their enforcement. For additional information, see “Regulation — Department Regulation of Title IV Programs — State authorization” above.

The Iran Threat Reduction and Syria Human Rights Act of 2012

During 2015, Santander Asset Management Investment Holdings Limited (“SAMIH”) and Endurance International Group Holdings, Inc. (“Endurance”) engaged in certain activities that are subject to disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Exchange Act. These activities are disclosed in Exhibit 99.1 to this annual report. Affiliates of Warburg Pincus, LLC (i) beneficially own more than 10% of our outstanding common stock and are members of our board of directors and (ii) beneficially own more than 10% of the equity interests of and have the right to designate members of the board of directors of each of SAMIH and Endurance. We will be required to separately file with the SEC, concurrently with this annual report, a notice that such activities have been disclosed in this annual report, which notice must also contain the information required by Section 13(r) of the Exchange Act.

Item 1A. Risk Factors.

Investing in our common stock involves risk. Before making an investment in our common stock, you should carefully consider the risk factors set forth below, as well as the other information contained in this Annual Report on Form 10-K, including our annual consolidated financial statements and the information set forth in Item 1, “Business” and Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations.” The risks described below are those which we believe are the material risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may impact our business operations. Any of the risks described below could materially adversely affect our business, prospects, financial condition, cash flows and results of operations. In these circumstances, the trading price of our common stock could decline and you could lose all or part of your investment.

Risks Related to Material Weaknesses In Internal Control Over Financial Reporting

We have identified material weaknesses in our internal control over financial reporting. If our remedial measures are insufficient to address these material weaknesses, or if additional material weaknesses or significant deficiencies in our internal control over financial reporting are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to further restate our financial results, which could adversely affect our stock price and result in our inability to maintain compliance with applicable stock exchange listing requirements.

We concluded that there were material weaknesses in our internal control over financial reporting as of December 31, 2015, as we did not maintain effective controls over the accounting for revenue recognition. Specifically, we did not maintain effective controls surrounding the selection and application of accounting principles generally accepted in the United States (“GAAP”) related to revenue recognition. We also did not maintain effective controls to assess the reliability of system generated data used in the operation of certain revenue recognition controls. These control deficiencies did not result in a material misstatement of our consolidated financial statements for the year ended December 31, 2015 or any of the quarters in fiscal year 2015. However, these control deficiencies could result in misstatements of revenue, bad debt expense, accounts receivable, deferred revenue and the related financial disclosures that would result in a material misstatement of our consolidated financial statements that would not be prevented or detected and corrected on a timely basis. Accordingly, our management has determined that these control deficiencies constitute material weaknesses.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis. Management evaluated our disclosure controls and procedures and internal control over financial reporting as of December 31, 2015 and concluded that each was ineffective as of December 31, 2015. This Annual Report on Form 10-K reflects management's conclusion regarding the effectiveness of our disclosure controls and procedures and internal control over financial reporting as of December 31, 2015. See Item 9A, “Controls and Procedures.” The existence of this issue could adversely affect us, our reputation and investors' perception of us.

We plan to implement measures to remediate the underlying causes of the control deficiencies that gave rise to the material weaknesses. These measures include the hiring of new accounting personnel, as well as providing additional training for existing personnel. These measures also include the implementation of financial reporting risk assessments and review processes to ensure the related significant accounting policies are implemented and applied properly under GAAP on a consistent basis through the Company. We plan to perform a review of all key reports utilized in the revenue and receivable cycle to ensure appropriate controls are in place over the completeness and accuracy of the underlying data used in these key reports. We have also established enhanced procedures to ensure appropriate review of accounting policies by the members of our management team with the requisite level of accounting knowledge, experience and training.

However, we have not completed all of the corrective processes and procedures and the related evaluation or remediation that we believe are necessary. As we continue to evaluate and work to remediate the material weaknesses, we may determine to implement additional measures to address the underlying control deficiencies. The actions we are taking to remediate the material weaknesses are subject to ongoing senior management review, as well as oversight by the audit committee of our board of directors.

If our remedial measures are insufficient to address the material weaknesses, or if additional material weaknesses or significant deficiencies in our internal control over financial reporting are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to further restate our financial results, which could adversely affect our stock price and result in our inability to maintain compliance with applicable stock exchange listing requirements.

Risks Related to the Extensive Regulation of Our Business

If our institutions fail to comply with applicable regulatory requirements, they could face monetary liabilities or penalties, operational restrictions, or loss of access to Title IV programs from which we derive most of our revenue.

In the years ended December 31, 2015 , 2014 and 2013 , Ashford University derived 80.9% , 83.4% and 85.6% , respectively, and University of the Rockies derived 86.6% , 88.3% and 87.6% , respectively, of their revenues (in each case calculated in accordance with applicable regulations of the Department) from Title IV programs. If our institutions were to lose eligibility to participate in Title IV programs or were to have such participation substantially curtailed, enrollments and our revenues, financial condition, cash flows and results of operations would be materially and adversely affected.

To participate in Title IV programs, an institution must be (i) legally authorized to operate in the state in which it is physically located, (ii) accredited by an accrediting agency recognized by the Department as a reliable indicator of educational quality and (iii) certified as an eligible institution by the Department. As a result, we are subject to extensive regulation by state education agencies, our institutions' accrediting agencies and the Department. These regulatory requirements cover many aspects of our operations. They also restrict our ability to acquire or open new schools, add new or expand existing educational programs, change our corporate structure or ownership, and make other substantive changes. If one of our institutions fails to comply with these regulatory requirements, the Department could impose sanctions on that institution, depending on the nature of the noncompliance. For additional information, see “Regulation — Department Regulation of Title IV Programs — Potential effect of noncompliance with Title IV regulations” in Item 1, "Business."

Given that state education agencies, the Department and our institutions' accrediting agencies, WSCUC and HLC, periodically revise their requirements and modify their interpretations of existing requirements, we cannot reliably predict how these regulatory requirements will be applied or whether we will be able to comply with all of the requirements.

The Department's Office of Inspector General conducted a compliance audit of Ashford University and issued a final audit report that contains findings of noncompliance and recommendations for certain administrative remedies.

On January 21, 2011, Ashford University received a final audit report from the OIG, regarding the compliance audit commenced in May 2008 and covering the period July 1, 2006 through June 30, 2007. The audit covered Ashford University's administration of Title IV program funds, including compliance with regulations governing institutional and student eligibility, awards and disbursements of Title IV program funds, verification of awards and returns of unearned funds during that period, and its compensation of financial aid and recruiting personnel during the period May 10, 2005 through June 30, 2009.

The final audit report contained audit findings for the 2006-2007 award year and related recommendations to the FSA. For additional information regarding the OIG's final audit report and the findings and recommendations contained therein, see “Regulation — Department Regulation of Title IV Programs — Compliance reviews, audits and reports” in Item 1, "Business." If the FSA were to determine to assess a monetary liability or commence an action to limit, suspend or terminate the university's participation in Title IV programs, Ashford University would have an opportunity to contest the assessment or proposed action through a series of administrative proceedings, with the right to seek review of any final administrative action in the federal courts. Although we believe Ashford University operates in substantial compliance with Department regulations that are applicable to the areas under review, we cannot predict the ultimate extent of the potential liability or remedial actions, if any, that might result from the OIG recommendations in the final audit report. Such findings and the related potential liability or remedial action could have a material adverse effect on our reputation in the industry, our ability to recruit students and our business, financial condition, cash flows and results of operations.

Our institutions' failure to maintain accreditation would denigrate the value of our institutions’ educational programs and result in a loss of eligibility to participate in Title IV programs.

An institution must be accredited by an accrediting agency recognized by the Department to participate in Title IV programs. Ashford University is accredited by WSCUC and University of the Rockies is accredited by HLC. Each of WSCUC and HLC is recognized by the Department as a reliable authority regarding the quality of education and training provided by the institutions it accredits. To remain accredited, our institutions must continuously meet accreditation standards relating to, among other things, performance, governance, institutional integrity, educational quality, faculty, administrative capability, resources and financial stability. If either of our institutions fails to satisfy any of the standards of its accrediting agency, it could lose its accreditation.

In February 2015, University of the Rockies received a letter from HLC stating that the Institutional Actions Council of HLC continued the accreditation of the university, with the next Reaffirmation of Accreditation in 2024-2025.

As part of a continuing monitoring process relating to WSCUC's grant of initial accreditation, Ashford University hosted a visiting team from WSCUC in a special visit in April 2015. In July 2015, Ashford University received an Action Letter from WSCUC outlining the findings arising out of its team's special visit. The Action Letter stated that the WSCUC visiting team found substantial evidence that Ashford University continues to make sustained progress in all six areas recommended by WSCUC in 2013. WSCUC also performs Mid-Cycle Reviews of its accredited institutions near the midpoint of their periods of accreditation, as required by the Department. The purpose of the Mid-Cycle Review is to identify problems with an institution’s or program’s continued compliance with agency standards while taking into account institutional or program strengths and stability. The Mid-Cycle Review report will focus particularly on student achievement, including indicators of educational effectiveness, retention and graduation data.

Loss of accreditation by either of our institutions would denigrate the value of its educational programs and would result in its loss of eligibility to participate in Title IV programs, which would have a material adverse effect on enrollments and our revenues, financial condition, cash flows and results of operations.

In connection with its transition to WSCUC accreditation, Ashford University received approval from the BPPE to operate in California. As a result, the university will be subject to a greater reporting burden and could be subjected to increased regulatory or political scrutiny.

To be eligible to participate in Title IV programs, an institution must be legally authorized to offer its educational programs by the states in which it is physically located. Effective July 1, 2011, the Department established new requirements to determine if an institution is considered to be legally authorized by a state. For additional information, see “Regulation — Department Regulation of Title IV Programs — State authorization” in Item 1, "Business." In connection with its transition to WSCUC accreditation, Ashford University designated its San Diego, California facilities as its main campus for Title IV purposes and submitted an Application for Approval to Operate an Accredited Institution to the BPPE on September 10, 2013.

In April 2014, Ashford University’s application was granted and the university was approved by BPPE to operate in California until July 15, 2018. As a result, the university is no longer exempt from certain laws and regulations applicable to private, post-secondary educational institutions. These laws and regulations entail certain California reporting requirements, including but not limited to graduation, employment and licensing data, certain changes of ownership and control, faculty and programs, and student refund policies, as well as the triggering of other state and federal student employment data reporting and disclosure requirements. Compliance with the additional reporting and disclosure obligations arising under these laws and regulations could result in material additional costs and increased regulatory or political scrutiny of the university.

As a result of changes that have been made, or that may be required by the accreditors of our institutions, to our operational relationships with our institutions and to their operations and business models, our historical financial and business results may not necessarily be representative of future results.

In connection with the transition of Ashford University to WSCUC accreditation and our efforts to structure our operations to meet evolving regulatory expectations, our institutions have made operational changes and launched various new business initiatives, and additional changes may be required. These changes and initiatives included hiring new leadership, implementing smaller class sizes, requiring minimum age-levels for students, implementing the Ashford Promise (an initiative that allows students a full refund for all tuition and fees through the third week of a student's first class), hiring additional full-time faculty and implementing new program review models. Many of these changes and initiatives result in higher expense to the organization, primarily in the areas of instructional costs and services. In addition, we have made changes in our organizational structure and operational relationships with our academic institutions to ensure their academic independence and satisfaction of accreditation-related requirements. Some of these changes and initiatives have contributed to declines in new student enrollments. Accordingly, our historical results and trends, including enrollments, admissions advisory and marketing expenses, and instructional costs and services, may not be indicative of our future results, and there can be no assurance that changes to our operational relationship with our institutions or other changes we have made, or may make in the future, will not have an adverse impact on regulatory compliance, satisfaction of accreditation-related standards, or our financial condition, cash flows and results of operations.

The Department is conducting a program review of Ashford University, which may result in the repayment of Title IV funds and may lead to fines, penalties, or other sanctions, and damage to the institution’s reputation in the industry.

The Department periodically reviews institutions participating in Title IV programs for compliance with applicable laws and regulations. On July 31, 2014, the Department notified Ashford University that it intended to conduct a program review of Ashford University’s administration of Title IV programs in which the university participates. The review commenced on August 25, 2014, and covers federal financial aid years 2012-2013 and 2013-2014, as well as compliance with the Clery Act, the Drug-Free Schools and Communities Act and related regulations. The review may be expanded if deemed appropriate by the Department. Ashford University was provided with the Department's program review report and has responded to such

initial report. Following consideration of the university's response, the Department will issue a Final Program Review Determination letter. If the Final Program Review Determination letter were to include significant findings of non-compliance, Ashford University could be required, subject to administrative review procedures, to pay a fine or return Title IV funds previously received, or could be subjected to other administrative sanctions. While we cannot currently predict the final outcome of the Department reviews, any such adverse finding in the Final Program Review Determination letter could damage the institution’s reputation in the industry and negatively impact enrollments and our revenues, financial condition, cash flows and results of operations.

Additional regulations or regulatory scrutiny resulting from action by the Department or other executive action could result in increased compliance costs, fines, sanctions or lawsuits, which could have a material adverse effect on enrollments and our revenues, financial condition, cash flows and results of operations.

Three negotiated rulemaking sessions held between January and March of 2014 resulted in draft regulations to enact changes to the Clery Act required by the enactment of the VAWA. The Department published final regulations in the Federal Register on October 20, 2014, which became effective on July 1, 2015. Among other things, VAWA requires institutions to compile statistics for additional incidents to those currently required by the Clery Act and include certain policies, procedures and programs pertaining to these incidents in annual security reports.

On September 3, 2014, the Department published a notice in the Federal Register to announce its intention to establish a negotiated rulemaking committee to prepare proposed regulations for the William D. Ford “Federal Direct Loan Program” authorized by the Higher Education Act. Two public hearings were held in October and November 2014. On December 19, 2014, the Department published a notice to announce its intention to establish the committee to (i) prepare proposed regulations to establish a new Pay as Your Earn repayment plan for those not covered by the existing Federal Direct Loan Program and (ii) establish procedures for FFEL Program loan holders to use to identify U.S. military service members who may be eligible for a lower interest rate on their FFEL Program loans. The committee met in February, March and April of 2015. On July 9, 2015, the Department published a Notice of Proposed Rulemaking proposing to amend the regulations governing the Federal Direct Loan Program, and on October 30, 2015, the regulations were amended to create a new income-contingent repayment plan in accordance with President Obama's initiative to allow more Federal Direct Loan Program borrowers to cap their loan payments at 10% of their monthly income. Changes were also made to the FFEL Program and Federal Direct Loan Program regulations to streamline and enhance existing processes and provide additional support to struggling borrowers. The amended regulations also expand the circumstances in which an institution may challenge or appeal a draft or final cohort default rate based on the institution's participation rate index.

On March 24, 2015, the OIG issued a final audit report titled “Federal Student Aid's Oversight of Schools' Compliance with the Incentive Compensation Ban.” In its report, the OIG concluded that the FSA failed to (i) revise its enforcement procedures and guidance after the Department eliminated the incentive compensation safe harbors in 2010, (ii) develop procedures and guidance on appropriate enforcement action and (iii) properly resolve incentive compensation ban findings. In response to the report, the OIG and the FSA agreed on corrective action that may increase scrutiny and enforcement action related to payment of incentive compensation.

We cannot predict the scope and content of the regulations that may emerge from these or other rulemaking activities that the Department initiates or the consequences of increased executive regulatory scrutiny. The Company’s compliance with these regulations or any additional regulations, or with modifications to existing regulations, could result in direct and indirect costs related to compliance, increased scrutiny, fines, liabilities, sanctions or lawsuits, which could have a material adverse effect on enrollments and our revenues, financial condition, cash flows and results of operations.

Any action by the U.S. Congress to revise the laws governing Title IV programs or to reduce funding for these programs could negatively impact our business.

There has been increased focus by some in the U.S. Congress on the role that for-profit educational institutions play in higher education. In particular, the HELP Committee held a series of hearings regarding the for-profit education sector and Title IV programs, including a March 2011 hearing specifically entitled “Bridgepoint Education, Inc.: A Case Study in For-Profit Education and Oversight.” The hearings of the HELP Committee, and those of other Congressional committees, have focused on various aspects of the for-profit education sector including student debt, recruitment practices, educational quality, student outcomes, the effectiveness of accrediting bodies, and the amount of Title IV funding received by the for-profit education sector. In connection with these hearings, members of Congress have requested a broad range of detailed information from various for-profit institutions, including Ashford University and University of the Rockies. On July 29, 2012, the majority staff of the HELP Committee issued a report entitled “For Profit Higher Education: The Failure to Safeguard the Federal Investment and Ensure Student Success,” which contains the majority staff's findings from the committee's two-year investigation of the for-profit education sector. The report is critical of the sector generally and of us and our institutions specifically, expressing

concerns surrounding the amount of Title IV and other federal funds received, the amount of money spent on marketing and recruiting, student retention and default rates, staffing levels, learning outcomes and accreditation, among other items.

We cannot predict what legislation, if any, will arise out of the reauthorization of the Higher Education Act, the HELP Committee hearings or other Congressional deliberations, or what impact any such legislation might have on the for-profit education sector and our business in particular. However, any action by the U.S. Congress that significantly reduces Title IV program funding or the eligibility of our institutions or students to participate in Title IV programs, or that requires us to modify our practices in ways that could increase our administrative costs and reduce our profit margin, would have a material adverse effect on enrollments and our revenues, financial condition, cash flows and results of operations.

If WSCUC or HLC loses recognition by the Department, our institutions could lose their ability to participate in Title IV programs.

In order to participate in Title IV programs, an institution must be accredited by an accrediting body recognized by the Department. Both WSCUC and HLC are recognized by the Department. If the Department ceased to recognize WSCUC or HLC for any reason, Ashford University or University of the Rockies, as applicable, would not be eligible to participate in Title IV programs unless the Department continued to certify the eligibility of the institutions to participate in Title IV programs. The Department may continue to certify an institution for a period of no longer than 18 months after the date on which recognition of the accrediting body ceased. The ineligibility of our institutions to participate in Title IV programs would have a material adverse effect on enrollments and our revenues, financial condition, cash flows and results of operations.

Our institutions could lose eligibility to participate in Title IV programs or face other sanctions if they derive more than 90% of their respective revenues from these programs.

Under the Higher Education Act, a proprietary institution loses eligibility to participate in Title IV programs if the institution derives more than 90% of its revenues (calculated in accordance with applicable Department regulations) from Title IV program funds for two consecutive fiscal years. This rule is commonly referred to as the “90/10 rule.” Any institution that violates the 90/10 rule for two consecutive fiscal years becomes ineligible to participate in Title IV programs for at least two fiscal years. In addition, an institution whose rate exceeds 90% for any single year will be placed on provisional certification and may be subject to other enforcement measures. In the years ended December 31, 2015 , 2014 and 2013 , Ashford University derived 80.9% , 83.4% and 85.6% , respectively, and University of the Rockies derived 86.6% , 88.3% and 87.6% , respectively, of their respective revenues (calculated in accordance with applicable Department regulations) from Title IV program funds. Both Ashford University and University of the Rockies continue to monitor these calculations.

Revenue derived from government tuition assistance for military personnel, including veterans, is not considered federal student aid for purposes of the 90/10 calculation, and accordingly helps our institutions satisfy the 90/10 rule. As of December 31, 2015 , approximately 28.0% of our institutions' students were affiliated with the military, some of whom are eligible to receive government tuition assistance that may be used to pursue postsecondary degrees. If there were a reduction in funding of government tuition assistance for military personnel, including veterans, or if our revenue derived from such funding were otherwise to decrease, it could be significantly more difficult for our institutions to satisfy the 90/10 rule. In addition, recent changes in federal law that increased Title IV grant and loan limits, and any such additional increases in the future, may result in an increase in the revenues we receive from Title IV programs and make it more difficult for our institutions to satisfy the 90/10 rule. Failure to satisfy the 90/10 rule could result in our institutions losing eligibility to participate in Title IV programs, which would have a material adverse effect on enrollments and our revenues, financial condition, cash flows and results of operations.

The U.S. Congress could propose and adopt legislation that amends the 90/10 rule in ways that make it more difficult for our institutions to satisfy the 90/10 rule. For example, in late 2011, the Ensuring Quality Education for Veterans Act was introduced, which proposed to treat government tuition assistance for military personnel, including veterans, as federal student aid for purposes of calculations under the 90/10 rule. Similarly, in January 2012, Senator Richard Durbin introduced the Protecting Our Students and Taxpayers Act, which proposed to have a proprietary institution lose eligibility to participate in Title IV programs if the institution derives more than 85% its revenues (calculated in accordance with applicable Department regulations) from federal funds (including Title IV programs, government tuition assistance for military personnel, including veterans, and other sources of federal funds) for one fiscal year. The bill would also make it harder for institutions to use institutional loans (i.e., loans the institutions make to students) to help satisfy the 90/10 rule. On November 6, 2013, Senators Richard Durbin and Tom Harkin re-introduced the Protecting Students and Taxpayers Act of 2013, which proposed to have a for-profit institution lose eligibility to participate in Title IV funds if the institution derives more than 85% of its revenues from

federal funds, including Title IV programs, revenue from the GI Bill and Department of Defense Tuition Assistance funds. If one or more of these or similar bills were to be enacted and signed into law, it could be significantly more difficult for our institutions to satisfy the 90/10 rule (or, potentially, the new 85/15 rule) and they could lose eligibility to participate in Title IV programs, which would have a material adverse effect on enrollments and our revenues, financial condition, cash flows and results of operations.

Our institutions could lose eligibility to participate in Title IV programs or face other sanctions if they pay incentive compensation to persons or entities involved in certain recruiting, admissions or financial aid awarding activities.

The Higher Education Act prohibits an institution from making any commission, bonus or other incentive payment based directly or indirectly on securing enrollments or financial aid to any persons or entities involved in student recruiting or admissions activities, or in making decisions about the award of student financial assistance. For additional information, see “Regulation — Department Regulation of Title IV Programs — Incentive compensation” in Item 1, "Business." The criteria for compliance with the Department's rules prohibiting incentive compensation are not clear in all circumstances, and the Department will not review or approve compensation plans prior to their implementation.

In Finding 1 of the OIG's final audit report related to its compliance audit of Ashford University, the OIG asserted that Ashford University, during the 2006-2007 award year, designed a compensation plan for admissions counselors that provided incentive payments based on success in securing enrollments and did not establish that its plan and practices qualified for certain regulatory safe harbors. To the extent Ashford University cannot establish that its salary adjustments for admissions counselors in the 2006-2007 award year qualified for the regulatory safe harbors, the OIG recommended that the FSA take appropriate action to impose a fine on the university or to limit, suspend or terminate the institution's eligibility for Title IV programs. For additional information regarding the OIG's final audit report, see “Regulation — Department Regulation of Title IV Programs — Compliance reviews, audits and reports” in Item 1, "Business."

On October 10, 2012, we received a letter from the Justice Department informing us that the Justice Department was investigating the compensation of our admissions personnel. In January 2013, we were notified that the Justice Department had declined to intervene in a qui tam complaint unsealed on January 2, 2013. The qui tam complaint alleges, among other things, that Ashford University violated the federal False Claims Act by falsely certifying to the Department that the university was in compliance with various regulations regarding the payment of incentive compensation to enrollment personnel in connection with the institution's participation in student financial aid programs. In March 2015, we filed a motion to dismiss the case, which was granted without leave to amend on August 17, 2015. The case is currently under appeal with the United States Court of Appeals for the Ninth Circuit. During the pendency of the appeal, the parties agreed to settle the case for an immaterial amount and are in the process of finalizing a settlement agreement.

If it were determined that one of our institutions violated the incentive compensation rule, it could be subject to monetary liabilities or to administrative action to impose a fine or to limit, suspend or terminate its eligibility to participate in Title IV programs, which could have a material adverse effect on enrollments and our revenues, financial condition, cash flows and results of operations.

Changes in compensation practices for admissions counselors and other covered employees may negatively impact our business and growth prospects.

Effective July 1, 2011, the Department eliminated 12 safe harbors describing compensation arrangements that did not violate the incentive compensation rule, including the payment and adjustment of salaries and bonuses under certain conditions. For additional information regarding the elimination of the safe harbors, see “Regulation — Department Regulation of Title IV Programs — Incentive compensation” in Item 1, "Business." Our institutions modified some of their compensation practices as a result of the elimination of the safe harbors. These changes have affected, and may continue to affect, the ability of our institutions to compensate admissions counselors and other covered employees in a manner that appropriately reflects their relative merit, which in turn (i) has reduced, and may continue to reduce, employee effectiveness and our ability to attract and retain staff with the desired talent and motivation to succeed and (ii) has impaired, and may continue to impair, our ability to sustain and grow our business, either of which could have a material adverse effect on enrollments and our revenues, financial condition, cash flows and results of operations.

Our institutions may lose eligibility to participate in Title IV programs if too many students default on their loans.

For each federal fiscal year, the Department calculates a rate of student defaults over a three -year measuring period for each educational institution, which is known as a “cohort default rate.” An institution may lose its eligibility to participate in the federal Direct Loan and Pell programs if, for each of the three most recent federal fiscal years, 30% or more of its students who became subject to a repayment obligation in that federal fiscal year defaulted on such obligation by the end of the following federal fiscal year. The three-year cohort default rates for Ashford University for the 2012, 2011 and 2010 federal fiscal years,

were 15.3% , 15.3% and 16.3% , respectively. The three-year cohort default rates for University of the Rockies for the 2012, 2011 and 2010 federal fiscal years, were 4.3% , 6.6% and 8.0% , respectively. Loss of eligibility to participate in Title IV programs would have a material adverse effect on enrollments and our revenues, financial condition, cash flows and results of operations.

Our institutions may lose eligibility to participate in Title IV programs or face other sanctions if the Department or other federal agencies determine they have misrepresented the nature of educational programs, financial charges or graduate employability.

The Higher Education Act prohibits an institution participating in Title IV programs from engaging in substantial misrepresentation of the nature of its educational programs, financial charges or graduate employability. Under the Department's rules, a “misrepresentation” is any false, erroneous or misleading statement an institution, one of its representatives, or any ineligible institution, organization, or person with whom the institution has an agreement to provide educational programs, or marketing, advertising, recruiting, or admissions services makes directly to a student or prospective student or any member of the public, or to an accrediting agency, a state agency or the Department. The Department's rules define a “substantial misrepresentation” as any misrepresentation on which the person to whom it was made could reasonably be expected to rely, or has reasonably relied, to that person's detriment. Considering the broad definition of “substantial misrepresentation,” it is possible that, despite our training efforts and compliance programs, our institutions' employees or service providers may make statements that could be construed as substantial misrepresentations. For-profit educational institutions are also subject to the general deceptive practices jurisdiction of the FTC and the CFPB. The FTC and the CFPB are intensifying their regulatory scrutiny of our industry and related vendors, sometimes in coordination with the Department and state Attorneys General.

Our institutions may lose eligibility to participate in Title IV programs or face other sanctions if they fail to correctly calculate and timely return Title IV program funds for students who withdraw before completing their educational program.

in an institution having to post a letter of credit in an amount equal to 25% of its prior year returns of Title IV program funds. If unearned funds are not properly calculated and returned in a timely manner, an institution is also subject to monetary liabilities or an action to impose a fine or to limit, suspend or terminate its participation in Title IV programs.

In Finding 3 of the OIG's final audit report pertaining to its compliance audit of Ashford University, the OIG asserted that Ashford University, during the 2006-2007 award year, did not in all instances timely return Title IV funds for students who withdrew or went on a leave of absence from school. Accordingly, the OIG recommended that the FSA (i) require Ashford University to develop and implement certain remedial policies and procedures and (ii) take appropriate action to impose a fine on the university or to limit, suspend or terminate the institution's eligibility for Title IV programs, which could have a material adverse effect on enrollments and our revenues, financial condition, cash flows and results of operations. For additional information about the OIG's final audit report, see “Regulation — Department Regulation of Title IV Programs —Compliance reviews, audits and reports” in Item 1, "Business." In addition, the Multi-Regional and Foreign School Participation Division of the FSA has requested from us and Ashford University records created between 2009 and 2012 related to the disbursement of certain Title IV funds. For additional information regarding the request for information, see “Regulation — Department Regulation of Title IV Programs — Substantial misrepresentation” in Item 1, "Business."

Our institutions may lose eligibility to participate in Title IV programs or face other sanctions if they are not legally authorized to operate in the states in which they are physically located.

To be eligible to participate in Title IV programs, an institution must be legally authorized to offer its educational programs by the states in which it is physically located. For additional information, see “Regulation — State authorization” in Item 1, "Business." Although our institutions have a process for evaluating the compliance of their online educational programs with state requirements regarding distance and correspondence learning, and have experienced no material restrictions on their educational activities to date as a result of these requirements, state regulatory requirements for online education vary among the states, are not well developed in many states, are imprecise or unclear in some states and are subject to change. For additional information, see “Regulation — State Education Licensure and Regulation” in Item 1, "Business." Moreover, it is also unclear whether and to what extent state agencies may augment or change their regulations in this area as a result of new Department regulations and increased scrutiny. Any failure to comply with state requirements, or any new or modified regulations, could result in our inability to enroll students or receive Title IV funds for students in those states and could result in restrictions on growth and enrollments.

Ashford University has a campus that is physically located in Iowa. During the time period in which Ashford University was accredited by HLC, ICSAC advised Ashford University that the institution was exempt from a requirement to register with the State of Iowa to offer postsecondary degree programs in Iowa by virtue of its accreditation by HLC. In anticipation of its transition to WSCUC accreditation, Ashford University applied for registration with ICSAC. In November 2011, ICSAC determined Ashford University met all requirements to offer postsecondary education in Iowa and approved the institution's registration in Iowa for a four-year period ending November 2015. Ashford University has submitted a renewal application with ICSAC and is authorized to continue operating in Iowa pending ICSAC's review of the renewal application. However, in light of the findings and recommendations contained in the final audit report of the OIG, ICSAC stated that it would immediately reconsider the institution's registration for possible revocation if the Department ruled to limit, suspend or terminate the institution's participation in Title IV programs. For additional information about the OIG's final audit report, see “Regulation — Department Regulation of Title IV Programs — Compliance reviews, audits and reports” in Item 1, "Business."

University of the Rockies is located in Colorado and has Full Authorization by the Colorado Commission on Higher Education. Such authorization may be lost or withdrawn if University of the Rockies fails to comply with requirements under Colorado statutes and rules for continued authorization. Any loss of authorization to operate by our institutions and the resulting imposition of sanctions, including loss of eligibility to participate in Title IV programs, could have a material adverse effect on enrollments and our revenues, financial condition, cash flows and results of operations.

Our institutions may be required to modify or eliminate certain programs, or certain programs may lose Title IV eligibility, if they do not lead to gainful employment in a recognized occupation, as determined by the Department.

In 2014, the Department published Gainful Employment regulations impacting programs required to prepare graduates for gainful employment in a recognized occupation. Almost all academic programs offered by Title IV-participating private sector institutions of higher education must prepare students for gainful employment in a recognized occupation. The Gainful Employment regulations, which became effective July 1, 2015, contain a three-part framework that requires (i) certification by an institution that its gainful employment programs meet certain requirements, (ii) minimum standards to be met regarding the debt burden versus earnings of the graduates of gainful employment programs and (iii) disclosures by an institution regarding the performance and outcomes of their gainful employment programs. The regulations contemplate a transition period in the first several years to afford institutions the opportunity to make changes to their programs and retain Title IV eligibility. For

additional information about the Gainful Employment regulations, see “Regulation — Department Regulation of Title IV Programs — Gainful employment” in Item 1, “Business.”

Under the final Gainful Employment regulations, the continuing eligibility of certain of our educational programs for Title IV program funding is at risk due to a number of factors, some of which are beyond our control including, without limitation, changes in the actual or deemed income level of our graduates, changes in student borrowing levels, increases in interest rates, changes in the federal poverty income level relevant for calculating discretionary income, and changes in the percentage of our former students who are current in repayment of their student loans. The factors noted above could reduce our ability to confidently offer or continue certain types of programs for which there is a market demand. Because definitive information necessary to determine how our programs will fare under the accountability measures is not available at this time, we are unable to reliably predict the impact of the Gainful Employment regulations on our enrollments and revenue. However, we are currently using available data to evaluate which programs are at risk of being impacted by the regulations.

Based on our evaluations using currently available data, we believe that certain of our programs may be impacted by the Gainful Employment regulations. Management is considering whether certain programs will be able to avoid falling into the Fail or Zone categories through adjustments to program price or the duration of programs, if appropriate and consistent with programmatic standards and as permitted by applicable regulations. There can be no assurance that these adjustments will result in compliance with the Gainful Employment regulations. For programs where such adjustments are not feasible or do not result in compliance with the Gainful Employment regulations, we may discontinue such programs. The adjustment or discontinuation of any of our programs, or the loss of Title IV eligibility for certain of our programs if not adjusted or discontinued, could have a material adverse effect on enrollments and our business, financial condition, results of operations and cash flows.

The Gainful Employment regulations also provide that if a program fails to satisfy at least one of the two tests set forth in the regulations relating to minimum student debt service-to-earnings ratios, the institution will be required to provide a warning notice to prospective and enrolled students advising them that the program may lose Title IV eligibility based on final student debt service-to-earnings ratios for the next award year. If we are required to provide a warning notice with respect to any of our programs, it could have a material adverse effect on enrollment in those programs even before any determination has been made regarding eligibility of the program to participate in Title IV programs, which could adversely affect our business, financial condition, results of operations and cash flows.

Ashford University and University of the Rockies were notified by the Department that it did not believe the institutions fully responded to the disclosures of data required by the Gainful Employment regulations, that this was an indication of a serious lack of administrative capability, and that as a result the Department would not make any decisions regarding the addition of any new programs or additional locations until the reporting requirements were met. The Department informed us that failure to fully comply in all Gainful Employment data reporting requirements could result in the referral of the errant institution to the Department's Administrative Actions and Appeals Service Group for consideration of an administrative action against that institution, including a fine, the limitation, suspension or termination of institutional eligibility to participate in Title IV programs, or revocation of the institution's program participation agreement (if provisional). We worked with the Department to address their concerns with respect to the reporting of our institutions under the Gainful Employment regulations. The Department has since approved two new programs for Ashford University, and we do not anticipate any actions against our institutions related to this notification.

The failure of our institutions to demonstrate financial responsibility may result in a loss of eligibility to participate in Title IV programs or require the posting of a letter of credit in order to maintain eligibility to participate in Title IV programs.

To participate in Title IV programs, an eligible institution must, among other things, satisfy specific measures of financial responsibility prescribed by the Department or post a letter of credit in favor of the Department and possibly accept other conditions to the institution's participation in Title IV programs. For additional information regarding the Department's financial responsibility requirements, see “Regulation — Department Regulation of Title IV Programs — Financial responsibility” in Item 1, "Business." If our institutions are found not to have satisfied the Department's financial responsibility requirements, they could be limited in their access to, or lose, Title IV program funding, which would have a material adverse effect on enrollments and our revenues, financial condition, cash flows and results of operations.

The failure of our institutions to demonstrate administrative capability may result in a loss of eligibility to participate in Title IV programs.

Department regulations specify extensive criteria by which an institution must establish that it has the requisite administrative capability to participate in Title IV programs. For additional information regarding the Department's administrative capability standards, see “Regulation — Department Regulation of Title IV Programs — Administrative capability” in Item 1, "Business." If we are found not to have satisfied the Department's administrative capability requirements,

we could be limited in our access to, or lose, Title IV program funding, which would have a material adverse effect on enrollments and our revenues, financial condition, cash flows and results of operations.

Our institutions must periodically seek recertification to participate in Title IV programs and may, in certain circumstances, be subject to review by the Department prior to seeking recertification.

An institution must periodically seek recertification from the Department to continue to participate in Title IV programs and may, in certain circumstances, be subject to review by the Department prior to seeking recertification. The current certification for University of the Rockies is scheduled to expire on June 30, 2016. Ashford University is provisionally certified until September 30, 2016. The Department typically places an institution on provisional certification following a change in ownership resulting in a change of control, and may provisionally certify an institution for other reasons including, but not limited to, failure to comply with certain standards of administrative capability or financial responsibility. During the time when an institution is provisionally certified, it may be subject to adverse action with fewer due process rights than those afforded to other institutions, and it must apply for and receive approval from the Department for any substantial change including, but not limited to, the establishment of an additional location, an increase in the level of academic offerings, or the addition of certain programs. The FSA is investigating representations made by Ashford University to potential and enrolled students, and has asked us and Ashford University to assist in its assessment of Ashford University's compliance with the prohibition on substantial misrepresentations. Because Ashford University is provisionally certified, one of the actions the Department may take if it determines Ashford University has engaged in substantial misrepresentation is to attempt to revoke Ashford University's program participation agreement.

The Department may also review our institutions' continued certification to participate in Title IV programs if we undergo a change of control. In addition, the Department may take emergency action to suspend an institution's certification without advance notice if it determines the institution is violating Title IV requirements and that immediate action is necessary to prevent misuse of Title IV funds. If the Department revokes, or does not renew, our institutions' certifications to participate in Title IV programs, our institutions' students would no longer be able to receive Title IV funds, which would have a material adverse effect on enrollments and our revenues, financial condition, cash flows and results of operations.

Governmental proceedings or other claims and lawsuits asserting regulatory noncompliance could result in monetary liabilities or penalties, injunctions or loss of Title IV programs for students at our institutions.

Because we operate in a highly regulated industry, we and our institutions are subject to compliance reviews, claims of noncompliance and lawsuits by government agencies, regulatory agencies and third parties, including claims brought by third parties on behalf of the federal government under the federal False Claims Act. If the results of these reviews or proceedings are unfavorable to us or if we are unable to defend successfully against such lawsuits or claims, we may be required to pay money damages or be subject to fines, limitations, loss of Title IV funding, injunctions or other penalties, which could have a material adverse effect on our business, financial condition, cash flows and results of operations. Even if we adequately address issues raised by an agency review or successfully defend a lawsuit or claim, we may have to divert significant financial and management resources from our ongoing business operations to address issues raised by those reviews or to defend against those lawsuits or claims. Claims and lawsuits brought against us may damage our reputation or adversely affect our stock price, even if such claims and lawsuits are eventually determined to be without merit.

For additional information regarding the incentive compensation rule, see “Regulation — Department Regulation of Title IV Programs — Incentive compensation” in Item 1, "Business." For more information regarding claims and lawsuits, see Note 21 , “Commitments and Contingencies” to our annual consolidated financial statements included elsewhere in this report.

The failure of our institutions to demonstrate compliance with state laws may result in liability to, or remedial action against, our institutions, including recoupment by the Department of discharged student loan funds under the “defense to repayment” provisions of the Federal Direct Loan Program regulations.

In addition to relief under the defense to repayment provisions, students may qualify for a closed school discharge pursuant to which they receive forgiveness of the federal Direct Loans, FFEL Program loans or federal Perkins Loans they took out to attend a school if the school closes either while they are attending or within 120 days after they withdraw from the school.

The failure of our institutions to comply with state laws may result in liability to, or remedial action against, our institutions, including recoupment by the Department of discharged student loan funds under the “defense to repayment” provisions. The assertion of any claims by our institutions' students under the defense to repayment provisions and any resulting remedial action, or any recoupment by the Department of discharged student loan funds pursuant to either the defense to repayment provisions or a closed school discharge, could damage our reputation in the industry and have a material adverse effect on enrollments and our revenues, financial condition, cash flows and results of operations.

If we fail to maintain adequate systems and processes to detect and prevent fraudulent activity in student enrollment and financial aid, our business could be adversely impacted.

We are susceptible to an increased risk of fraudulent activity by outside parties with respect to student enrollment and student financial aid programs. Our systems and processes may not always be adequate in the face of increasingly sophisticated and ever-changing fraud schemes. The potential for outside parties to perpetrate fraud in connection with the award and disbursement of Title IV program funds, including as a result of identity theft, may be heightened because we are an online education provider. We must maintain systems and processes to successfully identify and prevent fraudulent applications for enrollment and financial aid.

The Department's regulations require institutions that participate in Title IV programs to refer to the OIG credible information indicating that any applicant, employee, third-party servicer or agent of the institution that acts in a capacity that involves administration of the Title IV programs has been engaged in any fraud or other illegal conduct involving Title IV programs. If the systems and processes that we have established to detect and prevent fraud are inadequate, the Department may find that we do not satisfy its “administrative capability” requirements. This could result in limits on or loss of our institutions' eligibility to participate in Title IV programs, which would adversely affect enrollments and our revenues, financial condition, cash flows and results of operations. In addition, our institutions' ability to participate in Title IV programs is conditioned on their maintaining accreditation by an accrediting agency that is recognized by the Secretary of Education. Any

significant failure to adequately detect fraudulent activity related to student enrollment and financial aid could cause our institutions to fail to meet their accrediting agencies' standards. Furthermore, under the Higher Education Act, accrediting agencies that evaluate institutions that offer distance learning programs, as our institutions do, must require such institutions to have processes through which the institution establishes that a student who registers for a distance education program is the same student who participates in and receives credit for the program. Failure to meet applicable accrediting agencies' standards could result in the loss of accreditation at the discretion of such accrediting agencies, which could result in a loss of our institutions' eligibility to participate in Title IV programs and adversely affect enrollments and our revenues, financial condition, cash flows and results of operations.

Our institutions cannot offer new programs, expand their physical operations into certain states or acquire additional schools if such actions are not approved in a timely fashion by the applicable regulatory agencies, and Title IV funds disbursed to students enrolled in any such programs, states or acquired schools may have to be repaid if prior approval is not obtained.

Our operating plans may include the offering of new educational programs by our institutions, some of which may require regulatory approval. In addition, we or our institutions may increase physical operations in additional states or seek to acquire additional schools. Because Ashford University is provisionally certified, it must apply for and receive approval from the Department for any substantial change, including but not limited to the establishment of an additional location, an increase in the level of academic offerings or the addition of certain programs. If we or our institutions are unable to obtain the necessary approvals for such new programs, operations or acquisitions or, in the case of Ashford University, a substantial change, from the Department, WSCUC, HLC or any applicable state education agency or other accrediting agency, or if we or our institutions are unable to obtain such approvals in a timely manner, the ability to consummate such actions and provide Title IV funds to any affected students would be impaired, which could have a material adverse effect on our business. If we or our institutions were to determine erroneously that any such action did not require approval or that all required approvals have been obtained, our institutions could be liable for repayment of the Title IV program funds provided to students in the affected program or at the affected location.

If regulators do not approve, or if they delay their approval of, transactions involving a change of control of our company, our ability to participate in Title IV programs may be impaired.

If we or either of our institutions undergoes a change of control under the standards of applicable state education agencies, WSCUC, HLC or the Department, we must seek the approval of each such regulatory agency. For additional information, see “Regulation — Department Regulation of Title IV Programs — Change in ownership resulting in a change of control” in Item 1, "Business." A failure by us or one of our institutions to reestablish its state authorization, accreditation or Department certification, as applicable, following a change of control could result in a suspension or loss of operating authority or the ability to participate in Title IV programs, which would have a material adverse effect on enrollments and our revenues, financial condition, cash flows and results of operations.

Our failure to comply with regulations of various states could preclude us from recruiting or enrolling students in those states or result in such students being ineligible for Title IV financial aid.

Various states impose regulatory requirements on educational institutions operating within their boundaries. Several states have sought to assert jurisdiction over online educational institutions that have no physical location or other presence in the state but that offer educational services to students who reside in the state or that advertise to or recruit prospective students in the state. State regulatory requirements for online education are inconsistent between states and are not well developed in many jurisdictions. As such, these requirements are subject to change and in some instances are unclear or are left to the discretion of state employees or agents. Our changing business and the constantly changing regulatory environment require us to regularly evaluate our state regulatory compliance activities. For additional information, see “Regulation — Department Regulation of Title IV Programs — State Education Licensure and Regulation” in Item 1, "Business." If a state finds we are not in compliance and seeks to restrict one or more of our business activities within that state, we may have to cease recruiting or enrolling students in that state or we may be unable to provide Title IV funds to students in those states, which could have a material adverse effect on enrollments and our revenues, financial condition, cash flows and results of operations.

Our regulatory environment and our reputation may be negatively influenced by the actions of other postsecondary institutions.

In recent years, Congressional, federal, state and accrediting agency investigations and civil litigation have been commenced against several postsecondary educational institutions. These investigations and lawsuits have alleged, among other things, deceptive trade practices and noncompliance with Department regulations. These allegations have attracted adverse media coverage and have been the subject of federal and state legislative hearings. Although the media, regulatory and legislative focus has been primarily on the allegations made against these specific companies, broader allegations against the overall postsecondary sector may negatively impact public perceptions of postsecondary educational institutions, including Ashford University and University of the Rockies. Such allegations could result in increased scrutiny and regulation of all postsecondary institutions, including ours, by the Department, Congress, accrediting bodies, state legislatures or other governmental authorities.

Risks Related to Our Business

Our financial performance depends on our ability to continue to develop awareness among, and to recruit and retain, students; adverse publicity may negatively impact demand for our institutions' programs.

Building awareness among potential students of Ashford University and University of the Rockies and the programs they offer is critical to their ability to attract prospective students. It is also critical to our success that these prospective students are converted to enrolled students in a cost-effective manner and that these enrolled students remain active in our institutions' programs. Some of the factors that could prevent the successful recruiting and retention of students in our institutions' programs include:


•	the emergence of more and better competitors;


•	factors related to our marketing efforts, including the costs of online advertising and broad-based branding campaigns;


•	performance problems with our online systems;


•	our institutions' failure to maintain accreditation, state licensure and eligibility for Title IV programs;


•	student dissatisfaction with our institutions' services and programs;


•	a decrease in the perceived or actual economic benefits that students derive from our institutions' programs or programs provided by private sector postsecondary education companies generally;


•	adverse publicity regarding us, or online or private sector postsecondary education generally;


•	price reductions by competitors that we are unwilling or unable to match; and


•	a decline in the acceptance of online education or education provided by private sector postsecondary education companies.

We face litigation and legal proceedings that could have a material adverse effect on enrollments and our revenues, financial condition, cash flows and results of operations.

We and our institutions are subject to lawsuits, investigations and claims covering a wide range of matters. We are the subject of complaints alleging violations of various laws including, but not limited to, federal securities laws (including a securities class action), the federal False Claims Act and state employment laws, as well as investigations by state Attorneys General in California, Iowa, Massachusetts, New York and North Carolina, the CFPB and the SEC. Derivative shareholder complaints have also been asserted on our behalf against certain of our current and former officers and directors alleging breaches of fiduciary duties, waste of corporate assets and unjust enrichment. These and other legal proceedings could cause us to incur significant defense costs, are disruptive to our normal business operations and could damage our reputation or adversely affect our stock price. An adverse outcome of any legal proceeding could result in monetary losses or restrictions on our business, which could have a material adverse effect on enrollments and our revenues, financial condition, cash flows and results of operations.

For additional information regarding current material legal proceedings involving us and our institutions, including investigations by state Attorneys General in California, Iowa, Massachusetts, New York and North Carolina, the CFPB and the SEC, see Note 21 , “Commitments and Contingencies” to our annual consolidated financial statements included elsewhere in this report.

Our bad debt expense as a percentage of revenues is high relative to our competitors. If we are unable to remedy the underlying causes, our bad debt expense could increase, which could have a material adverse effect on our financial condition, cash flows and results of operations.

Our bad debt expense is high relative to our competitors and has increased from 4.4% of revenues for the year ended December 31, 2014 to 5.3% for the year ended December 31, 2015 . We believe our bad debt expense is primarily driven by operational policies, timing of financial aid processing and collection management. If we are unable to make appropriate changes, or if our changes are not as effective as anticipated, our bad debt expense could increase, which could have a material adverse effect on our financial condition, cash flows and results of operations.

Future growth may place a strain on our resources.

We experienced significant growth from the time of our initial public offering up through 2012, which increased demands on our management information and reporting systems, data analytics, and financial management controls. Such historical growth, as well as any further growth that we may experience, may place a significant strain on our resources. If we are unable to maintain appropriate internal controls, we may experience operating inefficiencies that could increase our costs. Additionally, if we and our institutions fail to hire and retain appropriate levels of personnel in critical areas, we could experience increased student complaints, delays in completing critical business projects, system down-time for both internal and student-facing applications, and potential regulatory noncompliance, any of which could materially and adversely affect our business and prospects.

A failure of our information systems to properly store, process and report relevant data may reduce our management’s effectiveness, interfere with our regulatory compliance and increase our operating expenses.

We are heavily dependent on the integrity of our data management systems. If these systems do not effectively collect, store, process and report relevant data for the operation of our business, whether due to equipment malfunction or constraints, software deficiencies or human error, our ability to effectively plan, forecast and execute our business plan and comply with applicable laws and regulations will be impaired. Any such impairment could materially and adversely affect our business, financial condition, cash flows and results of operations.

Our institutions rely on a third-party vendor for financial aid processing services, but remain responsible for any errors, delays or instances of regulatory noncompliance that may be made by the vendor. If this third-party vendor ceases to provide these services for any reason, our institutions may have difficulty performing these services internally or transitioning to another vendor.

Our institutions have engaged XBS to provide call center and transactional processing services for their online financial aid student populations, including services related to disbursement eligibility review and Title IV fund returns. Although our institutions monitor the work done by XBS for quality assurance and compliance with Department regulations, errors, delays or instances of regulatory compliance may still occur. Our institutions are ultimately responsible for any such errors, delays or instances of regulatory noncompliance that may be made by XBS, some of which could potentially affect the eligibility of our institutions to participate in Title IV programs. Additionally, if XBS ceases to operate or is unwilling or unable to work with our institutions, or if the engagement with XBS is otherwise terminated, our institutions would be required to either handle financial aid processing services using their own resources or engage another third-party vendor, which transition could be economically disadvantageous, present a distraction to management and applicable business units, and increase the risk of errors and regulatory noncompliance during the transition period, any of which could negatively impact our business.

Our institutions rely on a third-party vendor to provide the online learning platform for students and related support and hosting.

We have a license agreement with eCollege pursuant to which we agreed to license from eCollege an online learning platform for students at our institutions. The eCollege platform is an online learning management system that provides for the storage, management and delivery of course content. This platform also includes collaborative spaces for student communication and participation with other students and faculty as well as grade and attendance management for faculty and assessment capabilities to assist us in maintaining quality. Our institutions rely on eCollege for administrative support and hosting of the applicable systems. If eCollege ceases to operate or is unwilling or unable to work with our institutions, or if the license agreement with eCollege and related agreements are otherwise terminated, the online learning platform for students at our institutions and related administrative support and hosting could be interrupted or become unavailable, which could have a material adverse effect on our business.

We are subject to laws and regulations as a result of our collection and use of personal information, and any violations of such laws or regulations, or any breach, theft or loss of such information, could adversely affect our business.

Possession and use of personal information in our operations subjects us to risks and costs that could harm our business. We collect, use and retain large amounts of personal information regarding our applicants, students, faculty, staff and their families. We also collect and maintain personal information about our employees in the ordinary course of our business. Our services can be accessed globally through the Internet. Therefore, we may be subject to the application of national privacy laws in countries outside the United States from which applicants and students access our services. Such privacy laws could impose conditions that limit the way we market and provide our services.

Our computer networks and the networks of certain of our vendors that hold and manage confidential information on our behalf may be vulnerable to unauthorized access, employee theft or misuse, computer hackers, computer viruses and other security threats. Confidential information may also inadvertently become available to third parties when we integrate systems or migrate data to our servers following an acquisition of a school or in connection with periodic hardware or software upgrades. Due to the sensitive nature of the personal information stored on our servers, our networks may be targeted by hackers seeking to access this data. A user who circumvents security measures could misappropriate sensitive information or cause interruptions or malfunctions in our operations. Although we use security and business controls to limit access to and use of personal information, a third party may be able to circumvent those security and business controls, which could result in a breach of student or employee privacy. In addition, errors in the storage, use or transmission of personal information could result in a breach of privacy for current or prospective students or employees.

Possession and use of personal information in our operations also subjects us to legislative and regulatory burdens that could require notification of data breaches and could restrict our use of personal information, and a violation of any laws or regulations relating to the collection or use of personal information could result in the imposition of fines against us or lawsuits brought against us. As a result, we may be required to expend significant resources to protect against the threat of these security breaches or to alleviate problems caused by these breaches. A major breach, theft or loss of personal information held by us or our vendors regarding our institutions' students and their families or our employees, or a violation of laws or regulations relating to the same, could have a material adverse effect on our reputation, result in lawsuits and result in further regulation and oversight by federal and state authorities and increased costs of compliance.

System disruptions and vulnerability from security risks to our technology infrastructure could damage the reputation of our institutions and negatively impact our business.

The performance and reliability of our technology infrastructure (including the software and related hosting and maintenance services for our online learning platform, student information system, and lead management system) is critical to our reputation and our ability to attract and retain students. Any system error or failure, or a sudden and significant increase in bandwidth usage, could result in the unavailability of systems to us or our institutions' students and negatively impact our business and reputation. Our computer networks may also be vulnerable to unauthorized access, computer hackers, computer viruses, denial of service attacks and other security problems. Although we continually monitor the security of our technology infrastructure and take proactive measures to prevent potential threats, these efforts may not protect our computer networks against all threats of security breaches, which could damage the reputation of our institutions and negatively impact our business and prospects.

Our expenses may cause us to incur additional operating losses if we do not realize our expected revenues.

Our spending is based, in significant part, on our estimates of future revenue and is largely fixed in the short term. As a result, we may be unable to adjust our spending in a timely manner if our revenue falls short of our expectations. Accordingly, any significant shortfall in revenues in relation to our expectations would have an immediate and material adverse effect on our profitability. In addition, we anticipate increasing operating expenses to expand program offerings and marketing initiatives. Any such increase could cause material losses to the extent we do not generate additional revenues sufficient to cover those expenses.

Strong competition in the postsecondary education market, especially in the online education market, could decrease our market share, increase our cost of recruiting students and put downward pressure on our tuition rates.

Postsecondary education is highly competitive. We compete with traditional public and private two- and four-year colleges as well as with other postsecondary schools. Traditional colleges and universities may offer programs similar to those offered by our institutions at lower tuition levels as a result of government subsidies, government and foundation grants, tax-deductible contributions and other financial sources not available to for-profit postsecondary institutions. In addition, our institutions face continued scrutiny from their accreditors, and some of our competitors, including traditional colleges and universities, have substantially greater brand recognition and financial and other resources than we have, which may enable

them to compete more effectively for potential students. We also expect to face increased competition as a result of new entrants to the online education market, including traditional colleges and universities that had not previously offered online education programs.

We may not be able to compete successfully against current or future competitors and may face competitive pressures that could adversely affect our business. We may be required to reduce our tuition or increase marketing spending in order to attract or retain students or to pursue new market opportunities. We may also face increased competition in maintaining and developing new marketing relationships with corporations, particularly as corporations become more selective as to which online universities they will encourage or offer scholarships to their employees to attend and from which online universities they will hire prospective employees.

We may not be able to retain our key personnel or hire and retain the personnel we need to sustain and grow our business.

Our success depends largely on the skills, efforts and motivations of our executive officers, who generally have significant experience with our company and within the education industry. Due to the nature of our business, we face significant competition in attracting and retaining personnel who possess the skill sets we seek. In addition, key personnel may leave us and may subsequently compete against us. We do not carry life insurance on our key personnel for our benefit. The loss of the services of any of our key personnel or our failure to attract and retain other qualified and experienced personnel on acceptable terms could impair our ability to sustain and grow our business. In addition, because we operate in a highly competitive industry, our hiring of qualified executives or other personnel may cause us or such persons to be subject to lawsuits alleging misappropriation of trade secrets, improper solicitation of employees or other claims.

If we are unable to hire new employees or to continue to develop existing employees responsible for student recruitment, the effectiveness of our student admissions efforts would be adversely affected.

We intend to (i) hire, develop and train additional employees responsible for student admissions and (ii) retain and continue to develop and train our current student admissions personnel. Our ability to develop and maintain a strong student admissions function may be affected by a number of factors, including our ability to integrate and motivate our admissions counselors, our ability to effectively train our admissions counselors, the length of time it takes those new counselors to become productive, regulatory restrictions on the method of compensating admissions counselors and the competition involved in hiring and retaining them.

Enrollment and revenues could decrease if government tuition assistance offered to military personnel is suspended, or if such assistance is reduced or eliminated, if scholarships which we offer to military personnel are reduced or eliminated, or if our relationships with military bases deteriorate.

As of December 31, 2015 , approximately 28.0% of our institutions' students were affiliated with the military, some of whom are eligible to receive tuition assistance from the government that they may use to pursue postsecondary degrees. From October 1, 2013 until October 16, 2013, the U.S. federal government entered into shutdown resulting in the suspension of military tuition assistance. In response, Ashford University implemented a Military Tuition Assistance Grant that covered the equivalent of tuition assistance payments for impacted students starting courses during that period. Although governmental tuition assistance programs were resumed following the shutdown, if such programs are again suspended or otherwise reduced or eliminated, enrollment by military personnel, including veterans, may suffer, which could have a material adverse effect on our revenues, financial condition, cash flows and results of operations. Additionally, if in response to future reductions or suspensions in military tuition assistance, we determine to reinstitute our Military Tuition Assistance Grant or a similar program, our per student revenue from military affiliated personnel would decline.

We also maintain relationships with military bases and provide scholarships to students who are affiliated with the military. If our relationship with any military base deteriorates or we reduce or eliminate these scholarships, enrollment by military personnel, including veterans, may suffer, which could have a material adverse effect on our revenues, financial condition, cash flows and results of operations. However, if we increase our scholarships to students who are affiliated with the military, our per student revenue from military affiliated personnel will decline.

A decline in the overall growth of enrollment in postsecondary institutions, or in the number of students seeking degrees online or in our core disciplines, could cause us to experience a further decline in enrollment at our institutions.

We have experienced overall growth in institutional enrollments and revenues since we acquired Ashford University in 2005. However, enrollment at our institutions declined to 49,159 at December 31, 2015 as compared to 55,823 at December 31, 2014 . Additionally, our revenues have declined in recent periods and may continue to decline in the future. In order to return to growth in our revenues and increase enrollment at our institutions, our institutions will need to attract and retain a larger percentage of students in existing markets and expand their markets by creating new academic programs. In addition, if job

growth in the fields related to our institutions' core disciplines is weaker than expected, fewer students may seek the types of degrees that our institutions offer.

Our success depends in part on our institutions' ability to update and expand the content of existing programs and to develop new programs and specializations on a timely basis and in a cost-effective manner.

The updates and expansions of existing programs and the development of new programs and specializations may not be accepted by existing or prospective students or prospective employers of our institutions' graduates. If we do not adequately respond to changes in market requirements by updating and expanding our existing programs or developing new programs, our business will be adversely affected. Even if our institutions are able to develop acceptable new programs, they may not be able to introduce these new programs as quickly as students require or as quickly as our competitors introduce competing programs. To offer a new academic program, our institutions may be required to obtain appropriate federal, state and accrediting agency approvals, which may be conditioned or delayed in a manner that could significantly affect our operations. In addition, to be eligible for federal student financial aid programs, a new academic program may need to be approved by the Department.

Establishing new academic programs or modifying existing programs requires investments in management and capital expenditures, additional marketing expenses and reallocation of other resources. We and our institutions may have limited experience with programs in new disciplines and may need to modify existing systems and strategies or enter into arrangements with other educational institutions to provide new programs effectively and profitably. If our institutions are unable to increase enrollment in new programs, offer new programs in a cost-effective manner or otherwise manage effectively the operations of newly established academic programs, our revenues, financial condition, cash flows and results of operations could be adversely affected.

Our failure to keep pace with changing market needs could harm our institutions' ability to attract students.

Our success depends to a large extent on the willingness of employers to hire, promote or increase the pay of our institutions' graduates. Increasingly, employers demand that their new employees possess appropriate technical and analytical skills and also appropriate interpersonal skills, such as communication and teamwork. These skills can evolve rapidly in a changing economic and technological environment. Accordingly, it is important that our institutions' educational programs continually evolve in response to those economic and technological changes.

The expansion of existing academic programs and the development of new programs may not be accepted by current or prospective students or by prospective employers of our institutions' graduates. Even if our institutions develop acceptable new programs, they may not be able to begin offering those new programs in a timely fashion or as quickly as our competitors offer similar programs. If we are unable to adequately respond to changes in market requirements due to regulatory or financial constraints, unusually rapid technological changes or other factors, the rates at which our institutions' graduates obtain jobs in their fields of study could suffer, our ability to attract and retain students could be impaired and our business could be adversely affected.

We may be unable to sufficiently protect our proprietary rights and we may encounter disputes from time to time relating to our use of the intellectual property of third parties.

We rely on a combination of copyrights, trademarks, service marks, patents, trade secrets, domain names and agreements with employees and third parties to protect our proprietary rights. We have trademark and service mark registrations and pending applications for additional registrations in the United States and select foreign jurisdictions. We also own the domain name rights for our institutions, as well as other words and phrases important to our business. In addition, we have applied for domestic and international patents for certain technology developed by us. We also have registered copyrights for exemplary business course materials. Nonetheless, as new challenges arise in protecting these proprietary rights online, we cannot assure you that these measures will be adequate to protect our proprietary rights, that we have secured, or will be able to secure, appropriate protections for all of our proprietary rights in the United States or select foreign jurisdictions, or that third parties will not infringe upon or violate our proprietary rights. Despite our efforts to protect these rights, unauthorized third parties may attempt to duplicate or copy the proprietary aspects of our technology, curricula and online resource material, among others. Our management's attention may be diverted by these attempts, and we may need to expend funds in litigation to protect our proprietary rights against any infringement or violation.

We may also encounter disputes from time to time over rights and obligations concerning intellectual property, and we may not prevail in these disputes. In certain instances, we may not have obtained sufficient rights to the content of a course. Third parties may raise claims against us alleging an infringement or violation of their intellectual property. Some third-party intellectual property rights may be extremely broad, and it may not be possible for us to conduct our operations in such a way as to avoid all alleged violations of such intellectual property rights. Any such intellectual property claim could subject us to costly litigation and impose a significant strain on our financial resources and management personnel regardless of whether

such claim has merit. Our insurance may not cover potential claims of this type adequately or at all, and we may be required to pay monetary damages, which may be significant, or our institutions may be required to alter the content of their classes to be non-infringing.

We may incur liability for the unauthorized duplication or distribution of class materials posted online for class discussions.

In some instances, our institutions' faculty members or students may post various articles or other third-party content on class discussion boards. We may incur liability for the unauthorized duplication or distribution of this material posted online for class discussions. Third parties may raise claims against us for the unauthorized duplication of this material. Any such claims could subject us to costly litigation and could impose a significant strain on our financial resources and management personnel, regardless of whether the claims have merit. Our general liability insurance may not cover potential claims of this type adequately or at all, and we may be required to alter the content of our courses or pay monetary damages.

Government regulations relating to the Internet could increase our cost of doing business, affect our ability to grow or otherwise have a material adverse effect on our business.

The increasing popularity and use of the Internet and other online services has led and may lead to the adoption of new laws and regulatory practices in the United States or in foreign countries and to new interpretations of existing laws and regulations. These new laws and interpretations may relate to issues such as online privacy, copyrights, trademarks and service marks, sales taxes, fair business practices and the requirement that online education institutions qualify to do business as foreign corporations or be licensed in one or more jurisdictions where they have no physical location or other presence. New laws, regulations or interpretations related to doing business over the Internet could increase our costs and materially and adversely affect enrollments.

We may require additional financing in the future and if such financing is not available on terms acceptable to us, it could adversely affect our ability to grow.

We believe that cash flow from operations will be adequate to fund our current operating plans for the foreseeable future. However, we may need additional financing in order to finance our plans, particularly if we pursue any acquisitions. The amount, timing and terms of such additional financing will vary principally depending on the timing and size of new program offerings, the timing and size of acquisitions we may seek to consummate and the amount of cash flows from our operations. To the extent that we require additional financing in the future, such financing may not be available on terms acceptable to us or at all and, consequently, we may not be able to fully implement our plans.

A protracted economic slowdown and rising unemployment could lead to lower enrollment and impact our students' ability to repay their loans.

We believe that many students pursue postsecondary education to be more competitive in the job market. However, a protracted economic slowdown could increase unemployment and diminish job prospects generally. Diminished job prospects and heightened financial worries could affect the willingness of students to incur loans to pay for postsecondary education and to pursue postsecondary education in general. As a result, enrollments could suffer.

In addition, many of our institutions' students borrow Title IV loans to pay for tuition, fees and other expenses. A protracted economic slowdown could negatively impact their ability to repay those loans which would negatively impact our institutions' cohort default rates. Our institutions' students also are frequently able to borrow Title IV loans in excess of their tuition. The excess is received by such students as a stipend. However, if a student withdraws, we must return any unearned Title IV funds, including stipends. A protracted economic slowdown could negatively impact such students' ability to repay those stipends. As a result, the amount of Title IV funds we would have to return without reimbursement from students could increase, and our results of operations could suffer.

If we fail to effectively identify, pursue and consummate acquisitions, either in the U.S. or outside of the U.S., our ability to grow could be impacted and our profitability may be adversely affected.

Acquisitions are one component of our overall long-term growth strategy. From time to time, we engage in evaluations of, and discussions with, possible domestic and international acquisition candidates. We may not be able to identify suitable acquisition opportunities, complete acquisitions on favorable terms, or successfully integrate or profitably operate acquired institutions or businesses. There may be particular difficulties and complexities (regulatory or otherwise) associated with our expansion into international markets, and our strategies may not succeed beyond our current markets. If we are unable to effectively address these challenges, our ability to execute this component of our long-term strategy will be impaired, which could have an adverse effect on our ability to grow and our profitability.

The acquisition, integration and growth of acquired businesses may present challenges that could harm our business.

The successful integration and profitable operation of an acquired institution or business, including the realization of anticipated cost savings and additional revenue opportunities, can present challenges, and the failure to overcome these challenges can have an adverse effect on our business, financial condition, cash flows and results of operations. Some of these challenges include:


•	the inability to maintain uniform standards, controls, policies and procedures;


•	distraction of management's attention from normal business operations during the integration process;


•	the inability to attract and/or retain key management personnel to operate the acquired entity;


•	the inability to obtain, or delay in obtaining, regulatory or other approvals necessary to operate the business;


•	the inability to correctly estimate the size of a target market or accurately assess market dynamics;


•	expenses associated with the integration efforts; and


•	unidentified issues not discovered in the due diligence process, including legal contingencies.

An acquisition related to an institution or other educational business often requires one or multiple regulatory approvals. If we are unable to obtain such approvals, or we obtain them on unfavorable terms, our ability to consummate a transaction may be impaired or we may be unable to operate the acquired entity in a manner that is favorable to us. If we fail to properly evaluate an acquisition, we may be required to incur costs in excess of what we anticipated, and we may not achieve the anticipated benefits of such acquisition.

We may finance a future acquisition with existing funds or funds raised through debt or equity financing. If we use existing funds, we will lower the amount of funds we currently have. If we arrange for alternative financing, we may not be able to obtain such financing on favorable terms. In addition, equity financing could dilute the holdings of our stockholders, which may affect our stock price.

An increase in interest rates could adversely affect our institutions' ability to attract and retain students.

Interest rates have reached relatively low levels in recent years, creating a favorable borrowing environment for students. However, if Congress increases interest rates on Title IV loans, or if private loan interest rates rise, our institutions' students would have to pay higher interest rates on their loans. Any future increase in interest rates will result in a corresponding increase in educational costs to existing and prospective students. Higher interest rates could also contribute to higher default rates with respect to students' repayment of their education loans. Higher default rates may in turn adversely impact our institutions' eligibility to participate in some or all Title IV programs, which could have a material adverse effect on enrollments and our revenues, financial condition, cash flows and results of operations.

We face risk in connection with institutional loan programs implemented at our institutions. If students participating in such programs fail to timely repay their loans, our business will be negatively impacted.

Both Ashford University and University of the Rockies have institutional loan programs for their online student population. Under these programs, our institutions loan money directly to eligible and qualifying students. If students participating in these programs fail to repay their loans on a timely basis, or at all, it would have a negative impact on our financial condition, cash flows and results of operations.

We may not earn enough revenue from Constellation and our other technologies to offset the costs of innovating, developing, deploying and marketing these technologies.

In recent periods, we have devoted increasing amounts of resources to innovating, developing, deploying and marketing new technologies such as Constellation and the mobile application technology for our institutions. If we are unable to earn revenue sufficient to offset the costs of innovating, developing, deploying and marketing such technologies, our financial condition, cash flows and results of operations could be negatively impacted.

Our failure to comply with environmental laws and regulations governing our activities could result in financial penalties and other costs.

We use hazardous materials at our ground campuses and generate small quantities of waste, such as used oil, antifreeze, paint, car batteries and laboratory materials. Additionally, we have identified minor environmental issues at the property near

the Clinton Campus. We are subject to a variety of environmental laws and regulations governing, among other things, the use, storage and disposal of solid and hazardous substances and waste, and the clean-up of contamination at our facilities or off-site locations to which we send or have sent waste for disposal. If we do not maintain compliance with any of these environmental laws and regulations, or we are responsible for a spill or release of hazardous materials, we could incur significant costs for clean-up, damages and fines or penalties.

Our corporate headquarters are located in a high brush fire danger area and near major earthquake fault lines.

Our corporate headquarters are located in San Diego, California in a high brush fire danger area and near major earthquake fault lines. We could be materially and adversely affected in the event of a brush fire or major earthquake, either of which could significantly disrupt our business.

We have a limited operating history. Accordingly, our historical and recent financial and business results may not necessarily be representative of future results.

We have a limited operating history on which you can evaluate our business strategy, our financial results and trends in our business. As a result, our historical results and trends, including bad debt expense and our institutions' enrollments and cohort default rates, may not be indicative of future results.

Risk Related to Our Common Stock

The price of our common stock has fluctuated significantly in the past and may continue to do so in the future. As a result, you could lose all or part of your investment.

Volatility in the market price of our common stock may prevent you from being able to sell your shares at or above the price you paid for your shares. The market price of our common stock has fluctuated significantly in the past, and may continue to fluctuate significantly for a variety of different reasons, including, without limitation:


•	a failure to remediate the control deficiencies that constitute the material weaknesses in our internal controls discussed in Item 9A, “Controls and Procedures”;


•	developments regarding the accreditation or state licensing of our academic institutions, particularly Ashford University;


•	our quarterly or annual earnings or those of other companies in our industry;


•	public reaction to our press releases, corporate communications and SEC filings;


•	changes in earnings estimates or recommendations by research analysts who track our common stock or the stocks of other companies in our industry;


•	seasonal variations in our student enrollment;


•	new laws or regulations or new interpretations of laws or regulations applicable to our industry or business;


•	negative publicity, including government hearings and other public lawmaker or regulator criticism, regarding our industry or business;


•	changes in enrollment;


•	changes in accounting standards, policies, guidance, interpretations or principles;


•	litigation involving our company or investigations or audits by regulators into the operations of our company or our competitors;


•	sales of common stock by our directors, executive officers and significant stockholders; and


•	changes in general conditions in the United States and global economies or financial markets, including those resulting from war, incidents of terrorism or responses to such events.

In addition, in recent years, the stock market has experienced extreme price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in our industry. Changes may occur without regard to the operating performance of these companies. The price of our common stock could fluctuate based upon factors that have little or nothing to do with our company.

Sales of outstanding shares of our common stock into the market in the future could cause the market price of our stock to drop significantly, even if our business is doing well.

If our stockholders sell, or indicate an intention to sell, substantial amounts of our common stock in the public market, the trading price of our common stock could decline. At December 31, 2015 , 45.8 million shares of our common stock were outstanding.

In addition, as of December 31, 2015 , there were 4.7 million shares of our common stock underlying outstanding stock options and 2.8 million shares of our common stock underlying outstanding stock awards, including restricted stock units and performance stock units. All shares subject to outstanding stock options are eligible for sale in the public market to the extent permitted by the provisions of the applicable stock option agreement and Rule 144 under the Securities Act. If these additional shares of common stock are sold, or if it is perceived that they will be sold in the public market, the trading price of our common stock could decline. Under Rule 144, shares held by non-affiliates for more than six months may generally be sold without restriction, other than a current public information requirement, and may be sold freely without any restrictions after one year. Shares held by affiliates may also be sold under Rule 144 after one year, subject to applicable restrictions, including volume and manner of sale limitations.

If securities or industry analysts change their recommendations regarding our common stock adversely or cease to cover our company, or if our operating results do not meet their expectations, our stock price could decline.

The trading market for our common stock is influenced by the research and reports that industry or securities analysts publish about us or our business or industry. If one or more of these analysts ceases coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover our company downgrades our common stock, whether as a result of any material weaknesses in our internal controls or other factors, or if our operating results do not meet their expectations, our stock price could decline.

Our principal stockholder has significant influence over matters requiring stockholder approval and access to our management.

As of December 31, 2015 , Warburg Pincus beneficially owned 60.4% of our outstanding common stock. Accordingly, Warburg Pincus may exercise significant influence over the election of our directors, amendments to our certificate of incorporation and bylaws and other actions requiring the vote or consent of our stockholders, including mergers, going private transactions and other extraordinary transactions. The ownership position of Warburg Pincus may have the effect of delaying, deterring or preventing a change of control or a change in the composition of our board of directors.

In February 2009, we entered into a nominating agreement with Warburg Pincus. Under the nominating agreement, as long as Warburg Pincus beneficially owns at least 15% of the outstanding shares of our common stock, we will, subject to our fiduciary obligations, nominate and recommend to our stockholders that two individuals designated by Warburg Pincus be elected to our board of directors. Additionally, if Warburg Pincus beneficially owns less than 15% but more than 5% of the outstanding shares of our common stock, we will, subject to our fiduciary obligations, nominate and recommend to our stockholders that one individual designated by Warburg Pincus be elected to our board of directors. Two directors affiliated with Warburg Pincus, Patrick T. Hackett and Adarsh Sarma, currently serve on our board of directors.

We currently do not intend to pay dividends on our common stock and, consequently, your only opportunity to achieve a return on your investment in our common stock is if the price of our common stock appreciates.

We do not expect to pay dividends on shares of our common stock in the foreseeable future and we intend to use our cash position to grow our business. Consequently, your only opportunity to achieve a positive return on your investment in our common stock will be if the market price of our common stock appreciates.

Your percentage ownership in the Company may be diluted by future issuances of capital stock, which could reduce your influence over matters on which stockholders vote.

Subject to the rules of the New York Stock Exchange (the “NYSE”), our board of directors has the authority, without any action or vote of our stockholders, to issue all or any part of our authorized but unissued shares of capital stock. At December 31, 2015 , there were 300.0 million shares of common stock authorized for issuance under our certificate of incorporation, 45.8 million shares of which were outstanding. At December 31, 2015 , there were 20.0 million shares of preferred stock authorized for issuance under our certificate of incorporation, no shares of which were outstanding. Issuances of common stock or voting preferred stock would reduce your influence over matters on which our stockholders vote and, in the

case of issuances of preferred stock, would likely result in your rights as a stockholder being subject to the prior rights of holders of that preferred stock.

Provisions in our certificate of incorporation and bylaws and Delaware law may discourage, delay or prevent a change of control of our company or changes in our management and, therefore, may depress the trading price of our stock.

Our certificate of incorporation and bylaws contain provisions that could depress the trading price of our stock by acting to discourage, delay or prevent a change of control of our company or changes in our board of directors that the stockholders of our company may deem advantageous. These provisions:


•	authorize the issuance of “blank check” preferred stock by our board of directors to increase the number of outstanding shares to discourage a takeover attempt;


•	provide for a classified board of directors (three classes);


•	provide that stockholders may only remove directors for cause;


•	provide that any vacancy on our board of directors, including a vacancy resulting from an increase in the size of the board, may only be filled by the affirmative vote of a majority of our directors then in office, even if less than a quorum;


•	provide that a special meeting of stockholders may only be called by our board of directors or by our chief executive officer;

•

provide that action by written consent of the stockholders may be taken only if the board of directors first approves such action, except that if Warburg Pincus holds at least 50% of our outstanding capital stock on a fully diluted basis, whenever the vote of stockholders is required at a meeting for any corporate action, the meeting and vote of stockholders may be dispensed with, and the action may be taken without such meeting and vote, if a written consent is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at the meeting of stockholders; provided that, notwithstanding the foregoing, we will hold an annual meeting of stockholders in accordance with NYSE rules for so long as our shares are listed on the NYSE, and as otherwise required by the bylaws;


•	provide that the board of directors is expressly authorized to make, alter or repeal our bylaws; and


•	establish advance notice requirements for nominations for elections to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.

Additionally, we are subject to Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

In July 2015, the Ashford University Board of Trustees made the decision to close the Clinton Campus after the 2015-2016 academic year, following the implementation of a one-year teach-out plan. On December 22, 2015, we entered into a Purchase Agreement and Escrow Instructions with Catalyst pursuant to which we agreed to sell the Clinton Campus to Catalyst for $1.6 million. Simultaneously with the closing of the sale on December 29, 2015, we entered into a Lease Agreement with Catalyst pursuant to which we are leasing the Clinton Campus from Catalyst through December 31, 2016 at $12,500 per month plus standard operating expenses.

As of December 31, 2015 , and subsequent to the transaction above, we do not own any property, but rather lease all of our facilities. Below is a table summarizing our leased properties.



Number of Buildings	Location	Total Square Footage	Lease Expiration	Primary Use
5	San Diego, CA	625,000	2017-2020	Enrollment services, student support services and corporate functions
2	Denver, CO	193,000	2021-2023	Enrollment services, student support services and corporate functions
12	Clinton, IA	455,000	2016	Campus operations, enrollment services and student support services
1	Washington, D.C.	2,000	2016	Corporate functions

We lease property in California, Colorado, Iowa and Washington D.C. for campus operations, corporate functions, enrollment services and student support services. The leased property in Clinton, Iowa is used for campus operations and includes various academic, athletic, administrative, housing and student services buildings.

Our facilities are utilized consistent with management's expectations and we believe such facilities are suitable and adequate for current requirements, and that additional space can be obtained on commercially reasonable terms to meet future requirements.

Item 3. Legal Proceedings.

For information regarding legal proceedings, see Note 21 , “Commitments and Contingencies” to our annual consolidated financial statements included elsewhere in this report, the text of which is incorporated by reference into this Item 3.

Item 4. Not Applicable.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases

of Equity Securities.

Market Information

Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “BPI.” The following table sets forth, for each full quarterly period in 2015 and 2014 , the high and low sales prices per share of our common stock as reported on the NYSE.



	High		Low
2015
First Quarter	$	11.45	$	8.96
Second Quarter	$	10.38	$	8.20
Third Quarter	$	9.81	$	7.40
Fourth Quarter	$	8.95	$	7.15
2014
First Quarter	$	20.15	$	14.12
Second Quarter	$	16.25	$	12.63
Third Quarter	$	14.00	$	11.06
Fourth Quarter	$	12.79	$	10.55

Holders of Record

As of March 2, 2016 , there were 22 holders of record of our common stock. This figure does not include an indeterminate number of beneficial owners of our common stock whose shares are held of record by banks, brokers and other financial institutions.

Dividends

We have not paid any cash dividends on our common stock to date and do not anticipate paying cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our board of directors and will depend upon our financial condition, operating results and capital requirements, any contractual restrictions related to our ability to pay dividends and such other factors as our board of directors may deem appropriate.

Securities Authorized for Issuance Under Equity Compensation Plans

The information required by Item 201(d) of Regulation S-K is incorporated by reference to our definitive proxy statement to be filed with the SEC in connection with our 2016 Annual Meeting of Stockholders or an amendment to this Annual Report on Form 10-K to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2015 .

Recent Sales of Unregistered Securities

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We repurchased no shares of our common stock in the fourth quarter of 2015. For information regarding our recent stock repurchase programs authorized by our board of directors, see Note 17 , “Stock Repurchase Programs” to our annual consolidated financial statements included elsewhere in this report.

Performance Graph

The following information shall not be deemed to be “filed” with the SEC, nor shall such information be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference into such a filing.

The following graph compares the cumulative total return on our common stock over the period from December 31, 2010 through December 31, 2015 to the cumulative total return over the same period of the Russell 3000 Index and a customized peer group of four postsecondary education companies that includes American Public Education, Inc., Capella Education Company, Grand Canyon Education, Inc. and Strayer Education, Inc. The graph assumes an investment of $100 was made in each of our common stock, the index, and the peer group on December 31, 2010, and assumes reinvestment of all dividends. The stock price performance on the graph is not necessarily indicative of future stock price performance.

Item 6. Selected Consolidated Financial Data.

The following selected consolidated financial and other data should be read in conjunction with Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and our audited consolidated financial statements included elsewhere in this report. The consolidated statement of income data, consolidated balance sheet data, and consolidated other data set forth below as of and for the years ended December 31, 2015 , 2014 , 2013 , 2012 , and 2011 have been derived from our consolidated financial statements. Historical results are not necessarily indicative of the results to be expected for future periods. The risk factors set forth in Item 1A, “Risk Factors” also discuss material uncertainties that could cause the data reflected below not to be indicative of our future financial condition or results of operations. We declared no cash dividends during the periods presented.



	Year Ended December 31,
	2015			2014		2013		2012		2011
Consolidated Statement of Income Data:	(In thousands, except per share data)
Revenue	$	561,729		$	638,705	$	751,449	$	943,405	$	915,247
Operating income (loss)	(42,295		)	14,311		68,463		191,627		270,953
Net income (loss)	(70,454		)	9,688		45,883		121,146		171,078
Earnings (loss) per common share:
Basic	$	(1.54	)	$	0.21	$	0.85	$	2.29	$	3.27
Diluted	(1.54		)	0.21		0.83		2.17		2.99



	As of December 31,
	2015		2014		2013		2012		2011
Consolidated Balance Sheet Data:	(In thousands)
Cash, cash equivalents, restricted cash and investments	$	373,987	$	356,545	$	356,435	$	514,671	$	407,232
Total assets	506,766		558,095		570,012		742,413		607,537
Total indebtedness (including short-term indebtedness)	—		—		—		—		—
Total stockholders' equity	303,650		365,881		344,538		483,196		347,549



	Year Ended December 31,
	2015		2014			2013			2012			2011
Consolidated Other Data:	(In thousands, except enrollment data)
Cash flows provided by (used in):
Operating activities	$	26,715	$	25,219		$	85,586		$	149,905		$	215,954
Investing activities	44,622		(33,026		)	115,196			(23,009		)	(208,048		)
Financing activities	3,805		2,284			(197,227		)	1,868			(67,357		)
Period-end enrollment (1):
Online	48,729		55,081			62,668			80,791			85,527
Campus-based	430		742			956			1,019			1,115
Total	49,159		55,823			63,624			81,810			86,642


(1)	We define period-end enrollment as the number of active students on the last day of the financial reporting period. A student is considered active if the student has attended a class within the prior 15 days or is on an institutionally-approved break not to exceed 45 days, unless the student has graduated or provided notice of withdrawal.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our annual consolidated financial statements and related notes thereto included in Item 8 of this report. In addition to historical information, this discussion includes forward-looking information that involves risks and assumptions which could cause actual results to differ materially from management's expectations. See Part I, Item 1A, “Risk Factors” and “Special Note Regarding Forward-Looking Statements” at the beginning of this report.

Overview

We are a provider of postsecondary education services. Our academic institutions, Ashford University and University of the Rockies, offer associate's, bachelor's, master's and doctoral programs online as well as at their traditional campuses located in Iowa and Colorado, respectively. On July 7, 2015, the Ashford University Board of Trustees made the decision to close Ashford University's campus in Iowa after the 2015-2016 academic year, at the end of May 2016, following the implementation of a one-year teach-out plan.

As of December 31, 2015 , our institutions offered approximately 1,850 courses, 80 degree programs and 150 specializations. We are also focused on developing innovative new technologies to improve the way students learn, such as Constellation, our proprietary learning platform, and the mobile learning applications offered by our institutions. For additional information regarding our business, see Item 1, “Business — Overview.”

Key operating data

In evaluating our operating performance, our management focuses in large part on our revenue and operating income and period-end enrollment at our academic institutions, both online and campus-based. The following table, which should be read in conjunction with our annual consolidated financial statements included elsewhere in this report, presents our key operating data for the years ended December 31, 2015 , 2014 and 2013 (in thousands, except for enrollment data):



	Year Ended December 31,
	2015			2014		2013
Consolidated Statement of Income Data:
Revenue	$	561,729		$	638,705	$	751,449
Operating income (loss)	(42,295		)	14,311		68,463
Consolidated Other Data:
Period-end enrollment (unaudited)(1)
Online	48,729			55,081		62,668
Campus-based	430			742		956
Total	49,159			55,823		63,624


(1)	We define period-end enrollment as the number of active students on the last day of the financial reporting period. A student is considered active if the student has attended a class within the prior 15 days or is on an institutionally-approved break not to exceed 45 days, unless the student has graduated or provided notice of withdrawal.

Key enrollment trends

Enrollment at our combined academic institutions decreased to 49,159 at December 31, 2015 as compared to 55,823 at December 31, 2014 , representing a decrease of 11.9% . In recent years, we have experienced a general decline in student enrollment, revenue and operating income. We believe the decline is a result of a general weakening in the overall industry due to regulatory scrutiny, as well as the initiatives our institutions have put in place to help ensure student preparedness, raise academic quality and improve student outcomes.

Trends and uncertainties regarding revenue and continuing operations

In recent years, Ashford University made many changes to its operations and business initiatives as part of its reapplication for initial accreditation from WASC Senior College and University Commission (“WSCUC”). These initiatives included hiring new leadership, implementing smaller class sizes, expanding minimum age-levels for students, implementing the Ashford Promise (an initiative that allows online students a full refund for all tuition and fees through the third week of their first class), hiring additional full-time faculty and implementing new program review models. Many of these initiatives

have resulted in higher expense to the organization, primarily in the areas of instructional costs and services, and have contributed to the decline in new enrollment and the resulting decline in revenue.

Restructuring and impairment charges

During the three year period ended December 31, 2015, we initiated various restructuring plans to better align our resources with our business strategy. The related restructuring charges are primarily comprised of (i) charges related to the write off of certain fixed assets and assets abandoned, (ii) student transfer agreement costs, (iii) severance costs related to headcount reductions made in connection with restructuring plans, (iv) estimated lease losses related to facilities vacated or consolidated under restructuring plans, and (v) the impairment of capitalized software costs. These charges were recorded in the restructuring and impairment charges line item on our consolidated statements of income. For additional information, see Note 3, “Restructuring and Impairment Charges” to our annual consolidated financial statements included elsewhere in this report.

On July 7, 2015, we committed to the implementation of a plan to close Ashford University's campus in Clinton, Iowa (the “Clinton Campus”) following the 2015-2016 academic year, at the end of May 2016. The Ashford University Board of Trustees made the decision to close the Clinton Campus following an ongoing review of the University's strategic direction and as a result of the University's inability to meet campus enrollment requirements despite its best efforts to continue maintaining and operating the Clinton Campus. The closure of the Clinton Campus is intended to realign our operations to focus on our core mission of leveraging technology to create innovative solutions that advance learning. As this closure of the Clinton Campus does not meet the criteria for discontinued operations under ASC 360, Property, Plant and Equipment , the results of operations are reported within continuing operations for all periods presented. On December 22, 2015, we entered into a Purchase Agreement and Escrow Instructions with Catalyst pursuant to which we agreed to sell the Clinton Campus to Catalyst for $1.6 million. Simultaneously with the closing of the sale on December 29, 2015, we entered into a Lease Agreement with Catalyst pursuant to which we are leasing the Clinton Campus from Catalyst through December 31, 2016.

Primarily as a result of the planned closure of the Clinton Campus, during the year ended December 31, 2015, we recognized asset impairment charges of $43.3 million relating to the write-off of certain fixed assets. During the years ended December 31, 2014 and 2013, we recognized asset impairment charges of $4.6 million and $0.7 million , respectively, relating to the write-off of certain fixed assets.

With the planned closure of the Clinton Campus, ground-based students will be provided opportunities to complete their degrees based upon their respective student transfer agreements. We recorded restructuring charges relating to future cash expenditures for student transfer agreement costs of approximately $3.3 million during the year ended December 31, 2015. This estimate is based upon several assumptions that are subject to change, including student decisions regarding transfer. There was no such charge prior to the year ended December 31, 2015.

In recent years, we have implemented reductions in force to help better align personnel resources with the decline in enrollment. During the year ended December 31, 2015, we recognized $4.7 million as restructuring charges relating to severance costs for wages and benefits resulting from reductions in force. We anticipate that these costs will be paid out by the end of the first quarter of 2016 from existing cash on hand. During the years ended December 31, 2014 and 2013, we recognized $3.6 million and $5.9 million , respectively, as restructuring charges relating to severance costs for wages and benefits resulting from reductions in force.

During the fourth quarter of 2014, we terminated a software development program for internal operations due to a change in our operating plan. As a result, we recorded an asset impairment charge of $2.2 million for previously capitalized software costs.

As part of our continued efforts to streamline operations, we vacated or consolidated properties in Denver and San Diego, and reassessed our obligations on non-cancelable leases. The fair value estimate of these non-cancelable leases is based on the contractual lease costs over the remaining term, partially offset by estimated future sublease rental income. The estimated rental income considers subleases we have executed or expect to execute, current commercial real estate market data and conditions, comparable transaction data and qualitative factors specific to the related facilities. For the year ended December 31, 2015, we recorded $17.0 million for lease exit costs, which primarily related to properties in Denver and San Diego. For the years ended December 31, 2014 and 2013, we recorded $6.5 million and $0.3 million , respectively, for lease exit costs primarily relating to properties in Denver and San Diego.

Valuation allowance

Each reporting period, we estimate the likelihood that we will be able to recover our deferred tax assets, which represent timing differences in the recognition of certain tax deductions for accounting and tax purposes. The realization of deferred tax assets is dependent upon future taxable income. Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, we consider all available evidence, including past operating results, estimates of future taxable income given current business conditions affecting us, and the feasibility of ongoing tax planning strategies.

In the third quarter of 2015, there were several pieces of negative evidence that contributed to our conclusion that a valuation allowance is appropriate against all deferred tax assets that rely upon future taxable income for their realization. This negative evidence included (i) a significant third quarter pre-tax loss, (ii) projections that showed we would be in a three-year cumulative loss position by 2016 and (iii) the continued difficult business and regulatory environment surrounding for-profit education institutions. After weighing all positive and negative evidence, we concluded that we could not rely upon future taxable income to support realizability of deferred tax assets and, therefore, we recorded a valuation allowance against the deferred tax assets that rely on future taxable income in the third quarter of 2015. As of December 31, 2015, we recorded a valuation allowance of $42.4 million against the deferred tax assets. We intend to maintain a valuation allowance against our deferred tax assets until sufficient positive evidence exists to support its reversal.

Liquidity and capital resources and anticipated capital expenditures

We have financed our operating activities and capital expenditures during 2015 and 2014 primarily through cash on hand and cash provided by operating activities. At December 31, 2015 , we had cash, cash equivalents, restricted cash and investments totaling $374.0 million and no long-term debt. For the year ending December 31, 2016 , we expect capital expenditures to be approximately $5.0 million . Based on our current level of operations, we believe that our cash flows from operating activities and our existing cash and cash equivalents will provide adequate funds for ongoing operations, planned capital expenditures and working capital requirements for at least the next 12 months. However, changes could occur that would consume our available capital resources before that time. Our capital requirements depend on numerous factors, including our ability to continue to generate revenue. There can be no assurance that additional funding, if necessary, will be available to us on favorable terms, if at all.

Key Financial Metrics

Revenue

Revenue consists principally of tuition, technology fees and other miscellaneous fees and is shown net of scholarships and refunds. Factors affecting our revenue include (i) the number of students who enroll and remain enrolled in our courses, (ii) our degree and program mix, (iii) changes in our tuition rates and (iv) the amount of scholarships we offer.

Enrollments

Enrollments are a function of the number of continuing students at the beginning of each period and new enrollments during the period, offset by students who either graduated or withdrew during the period. Our online courses are typically five or six weeks in length and have weekly start dates throughout the year, with the exception of a two-week break during the holiday period in late December and early January. Our campus-based courses are typically nine or 16 weeks in length and have one start date per term, with two to five terms per year.

Costs and expenses

The following is a description of the costs included in each of our current expense categories:

Instructional costs and services. Instructional costs and services consist primarily of costs related to the administration and delivery of our institutions' educational programs. This expense category includes compensation for campus-based faculty and administrative personnel, costs associated with online faculty, curriculum and new program development costs, financial aid processing costs, technology license costs, bad debt expense and costs associated with other support groups that provide services directly to the students. Instructional costs and services also include an allocation of information technology, facility, depreciation and amortization costs.

Admissions advisory and marketing. Admissions advisory and marketing costs include compensation of personnel engaged in marketing and recruitment, as well as costs associated with purchasing leads and producing marketing materials. Our admissions advisory and marketing expenses are generally affected by the cost of advertising media and leads, the efficiency of our marketing and recruiting efforts, salaries and benefits for our enrollment personnel, and expenditures on

advertising initiatives for new and existing academic programs. Advertising costs, consisting primarily of marketing leads, are expensed as incurred or the first time the advertising takes place, depending on the type of advertising activity. Admissions advisory and marketing costs also include an allocation of information technology, facility, depreciation and amortization costs.

General and administrative. General and administrative expenses include compensation of employees engaged in corporate management, finance, human resources, compliance and other corporate functions. General and administrative expenses also include professional services fees, travel and entertainment expenses, and an allocation of information technology, facility, depreciation and amortization costs.

Restructuring and impairment charges. Restructuring and impairment charges are primarily comprised of (i) charges related to the write off of certain fixed assets and assets abandoned, (ii) student transfer agreement costs, (iii) severance costs related to headcount reductions made in connection with restructuring plans, (iv) estimated lease losses related to facilities vacated or consolidated under restructuring plans and (v) the impairment of capitalized software costs. For additional information, see Note 3, “Restructuring and Impairment Charges” to our annual consolidated financial statements included elsewhere in this report.

Factors Affecting Comparability

We believe the following factors have had, or can be expected to have, a significant effect on the comparability of recent or future results of operations:

Seasonality

Our operations are generally subject to seasonal trends. While we enroll students throughout the year, our fourth quarter revenue generally is lower than other quarters due to the holiday break in December. We generally experience a seasonal increase in new enrollments in August and September of each year when most other colleges and universities begin their fall semesters. As our growth rate declines, we expect seasonal fluctuations in results of operations to become more apparent as a result of changes in the level of student enrollment.

Critical Accounting Policies and Use of Estimates

Critical accounting policies are those policies that, in management's view, are most important in the portrayal of our financial condition and results of operations. The footnotes to our annual consolidated financial statements included elsewhere in this report also include disclosure of significant accounting policies. The methods, estimates and judgments that we use in applying our accounting policies have a significant impact on the results that we report in our financial statements. These critical accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain.

The discussion of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses. On an ongoing basis, we evaluate our estimates and assumptions. These estimates are based on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The results of our analysis form the basis for making assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and the impact of such differences may be material to our consolidated financial statements.

Revenue recognition

We recognize revenue when persuasive evidence of an arrangement exists, services have been rendered or delivery has occurred, our fees or price is fixed or determinable, and collectibility is reasonably assured. The majority of our revenue comes from tuition revenue and is shown net of scholarships and refunds. Tuition revenue is recognized on a straight-line basis over the applicable period of instruction, with the exception of an online student's first course per degree level at Ashford University. An online student's first course per degree level at Ashford University falls under a three-week conditional admission period, also known as the Ashford Promise, in which the revenue is deferred until the student matriculates into the course.

Our institutions' online students generally enroll in a program that encompasses a series of five to six-week courses that are taken consecutively over the length of the program. With the exception of those students under conditional admission, online students are billed on a payment period basis on the first day of a class. Our institutions' traditional campus-based students enroll in a program that encompasses a series of nine-week or 16-week courses. These students are billed at the beginning of each term. We assess collectibility at the start of a student’s payment period for the courses in that payment period (generally five courses for undergraduates and four courses for graduates).

In certain cases, our institutions' provide scholarships to students for various programs. Scholarships issued by our universities are recorded in association with the related specific course, term or payment period. Scholarships are generally deferred and recognized against revenue over the course term. Incentive-based scholarships, such as the Leadership Development Grant (“LDG”) and Alumni Scholarship are recognized against revenue over the period of benefit to the student.

Deferred revenue and student deposits represents unearned tuition and fees as well as student payments in excess of charges. We record an account receivable and corresponding deferred revenue for the amount of tuition and fees for enrolled courses when a student is billed for a payment period. Payments received either directly from the student or from the student's source of funding that exceed amounts billed are recorded as student deposits. At the end of each accounting period, the deferred revenue and student deposits and related account receivable balances are reduced to present amounts attributable to the current course.

If a student withdraws from a program prior to certain dates, the student is entitled to a refund of a portion of tuition, depending on the date the student last attended a class. Students under conditional admission are not obligated for payment until after their conditional admission period has lapsed, so there is no related refund. For all subsequent courses, (i) if an online student drops a class and the student's last date of attendance was in the first week of class, the student receives a full refund of the tuition for that class, (ii) if an online student drops a class and the last date of attendance was in the second week of the class, the student receives a refund of 50% of the tuition for that class and (iii) if an online student drops a class and the student's last date of attendance was after the second week of the class, the student is not entitled to a refund. We monitor student attendance in online courses through activity in the online program associated with that course. After two weeks have passed without attendance in a class by the student, the student is presumed to have dropped the course as of the last date of attendance, and the student's tuition is automatically refunded to the extent the student is entitled to a refund based on the refund policy above, subject to certain state requirements that require a pro rata refund. We estimate expected refunds based on historical refund rates and record a provision to reduce revenue for the amount that is expected to be refunded. Refunds issued by us for services that have been provided in a prior period have not historically been material. Future changes in the rate of student withdrawals may result in a change to expected refunds and would be accounted for prospectively as a change in estimate. We reassess collectibility throughout the period revenue is recognized by our institutions, on a student-by-student basis. We reassess collectibility based upon new information and changes in facts and circumstances relevant to a student's ability to pay. For example, we reassess collectibility when a student drops from the institution (i.e., is no longer enrolled) and when a student attends a course that was not included in the initial assessment of collectibility at the start of a student’s payment period.

Ashford University records revenue from technology fees on a per course charge basis. The per course technology fee revenue for Ashford University is recognized on a straight-line basis over the applicable period of instruction. University of the Rockies records revenue from technology fees as one-time start up fees charged to each new online student (other than military, scholarship students or certain corporate reimbursement students), and then recognizes that revenue ratably over the average expected enrollment of a student. The average expected enrollment of the student was estimated each quarter based upon historical duration of attendance and qualitative factors as deemed necessary.

Allowance for doubtful accounts

Accounts receivable consists of student accounts receivable, which represent amounts due for tuition, course digital materials, technology fees and other fees from currently enrolled and former students. Students generally fund their education through grants and/or loans under various Title IV programs, tuition assistance from military and corporate employers or personal funds. Payments are due on the respective course start date and are considered past due dependent upon the student's payment terms. In general, an account is considered delinquent 120 days subsequent to the course start date.

Accounts receivable are stated at the amount management expects to collect from outstanding balances. For accounts receivable, an allowance for doubtful accounts is estimated by management and is principally based on historical collection experience as well as (i) an assessment of individual accounts receivable over a specific aging and amount, (ii) consideration of the nature of the receivable accounts and (iii) potential changes in the business or economic environment. The provision for bad debt is recorded within instructional costs and services in the consolidated statements of income. We charge off uncollectable accounts receivable when the student account is deemed uncollectable by internal collection efforts or by a third-party collection agency.

Loan loss reserves

Student loans receivable consist of loans to qualified students and have a repayment period of 10 years from the date of graduation or withdrawal from our institutions. The interest rate charged on student loans is a fixed rate of either 4.5% or 0.0% depending upon the repayment plan selected. If the student selects the rate of 0.0% , the student must pay $50 per month on the loan while enrolled in school and during the six months of grace period (after graduation or withdrawal) before the repayment

period begins. On the 0.0% student loans, we impute interest using the rate that would be used in a market transaction with similar terms. Interest income on student loans is recognized using the effective interest method and is recorded within other income in the consolidated statements of income.

Student loans receivable are stated at the amount management expects to collect from outstanding balances. For tuition related student loan receivables, we estimate an allowance for doubtful accounts, similar to that of accounts receivable, based on (i) an assessment of individual loans receivable over a specific aging and amount, (ii) consideration of the nature of the receivable accounts, (iii) potential changes in the business or economic environment and (iv) related FICO scores and other industry metrics. The related provision for bad debts is recorded within instructional costs and services in the consolidated statements of income.

For non-tuition related student loans, we utilize an impairment methodology. Under this methodology, management determines whether a loan would be impaired if we will be unable to collect all amounts due in accordance with the contractual terms of the individual loan agreement. This assessment is based on an analysis of several factors, including aging history and delinquency trending, the risk characteristics and loan performance of the specific loans, and current economic conditions and industry trends. Credit quality is assessed at the outset of a loan, based upon the applicant's FICO score during the loan application process. We consider loans to be impaired when they reach a delinquency status that requires specialized collection efforts. We define delinquency for loans as those students whose last activity is more than 120 days old. We record a loss reserve for the full book value of the impaired loans. The loan loss reserve is maintained at a level deemed adequate by management based on a periodic analysis of the individual loans and is recorded within instructional costs and services in the consolidated statements of income.

Impairments of intangible assets

We test indefinite-lived intangible assets for impairment annually in the fourth quarter of each fiscal year, or more frequently if events and circumstances warrant. To evaluate the impairment of the indefinite-lived intangible assets, we assessed the fair value of the assets to determine whether they were in excess of the carrying values. Determining the fair value of indefinite-lived intangible assets is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions are inherently uncertain, and can include such items as growth rates used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions, and a determination of appropriate market comparables. Our assessment of indefinite-lived intangible assets during the fourth quarter of fiscal 2015 did not result in any impairment. There have been no impairment losses for indefinite-lived intangibles recognized by us for any periods presented.

We also have definite-lived intangible assets, which primarily consist of purchased intangibles and capitalized curriculum development costs. The definite-lived intangible assets are recognized at cost less accumulated amortization. Amortization is computed using the straight-line method based on estimated useful lives of the related assets unless there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We estimate that the useful life of the capitalized curriculum development costs is three years and the useful life of the purchased intangibles is the life of the related contract.

Impairments of long-lived assets

We assess potential impairment to our long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Factors we consider important which could cause us to assess potential impairment include significant changes in the manner of our use of the acquired assets or the strategy for our overall business and significant negative industry or economic trends. An impairment loss is recorded when the carrying amount of the long-lived asset is not recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Any required impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and an expense to operating results.

We use various assumptions in determining undiscounted cash flows expected to result from the use and eventual disposition of an asset, which could include assumptions regarding revenue growth rates, operating costs, certain capital additions, assumed discount rates, disposition or terminal value and other economic factors. These variables require management to make judgments and include inherent uncertainties such as continuing acceptance of our institutions' education offerings by prospective students, our ability to manage operating costs and the impact of changes in the economy on our business. Variations in the assumptions used could lead to a different conclusion regarding the realizability of an asset and, thus, could have a significant effect on our conclusions regarding whether an asset is impaired and the amount of impairment loss recorded in the consolidated financial statements.

Income taxes

We utilize the liability method of accounting for income taxes. Significant judgments are required in determining the consolidated provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax settlement is uncertain. As a result, we recognize tax liabilities based on estimates of whether additional taxes and interest will be due. These tax liabilities are recognized when, despite our belief that our tax return positions are supportable, we believe that it is more-likely-than-not that those positions may not be fully sustained upon review by tax authorities. We believe that our accruals for tax liabilities are adequate for all open audit years based on our assessment of many factors, including past experience and interpretations of tax law. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events. To the extent that the final tax outcome of these matters differs from our expectations, such differences will impact income tax expense in the period in which such determination is made.

We evaluate and account for uncertain tax positions using a two-step approach. Recognition (step one) occurs when we conclude that a tax position, based solely on its technical merits, is more-likely-than-not to be sustained upon examination. Measurement (step two) determines the amount of benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Derecognition of a tax position that was previously recognized would occur when we subsequently determine that a tax position no longer meets the more-likely-than-not threshold of being sustained.

We are required to file income tax returns in the United States and in various state income tax jurisdictions. The preparation of these income tax returns requires us to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by us. The income tax returns, however, are subject to audits by the various federal and state taxing authorities. As part of these reviews, the taxing authorities may disagree with our tax positions. The ultimate resolution of these tax positions is often uncertain until the audit is complete and any disagreements are resolved. We therefore record an amount for our estimate of the additional tax liability, including interest and penalties, for any uncertain tax positions taken or expected to be taken in an income tax return. We review and update the accrual for uncertain tax positions as more definitive information becomes available from taxing authorities, and upon completion of tax audits and expiration of statutes of limitations. We record interest and penalties related to income tax matters in income tax expense.

In addition to estimates inherent in the recognition of current taxes payable, we estimate the likelihood that we will be able to recover our deferred tax assets each reporting period. Realization of our deferred tax assets is dependent upon future taxable income. To the extent we believe it is more-likely-than-not that some portion or all of our net deferred tax assets will not be realized, we establish a valuation allowance recorded against deferred tax assets. Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, we consider all available evidence, including past operating results, estimates of future taxable income and the feasibility of ongoing tax planning strategies. We recognize windfall tax benefits associated with the exercise of stock options directly to stockholders' equity only when realized. A windfall tax benefit occurs when the actual tax benefit realized by us upon an employee's disposition of a share-based award exceeds the deferred tax asset, if any, associated with the award that we had recorded. When assessing whether a tax benefit relating to share-based compensation has been realized, we follow the tax law ordering method, under which current year share-based compensation deductions are assumed to be utilized before net operating loss carryforwards and other tax attributes.

Stock-based compensation

We grant options to purchase our common stock, restricted stock units (“RSUs”) and performance stock units (“PSUs”) to eligible persons under our 2009 Stock Incentive Plan. The benefits provided under these plans are share-based payments and are recorded in our consolidated statement of income based upon their fair values.

Stock-based compensation cost is measured using the grant date fair value of the award and is expensed over the vesting period. The fair value of RSUs is the stock price on the date of grant multiplied by the number of units awarded. The fair value of PSUs is estimated based on our stock price as of the date of grant using a Monte Carlo simulation model. We estimate the fair value of stock options on the grant date using the Black-Scholes option pricing model. Determining the fair value of stock options and PSUs at the grant date under these models requires judgment, including estimating our volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock options and PSUs represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment.

Stock options awarded under our equity incentive plans have an exercise price that equals or exceeds the closing price of our common stock on the date of grant. The risk-free interest rate is based on the U.S. Treasury yield of those maturities that are consistent with the expected term of the stock option or PSUs in effect on the grant date of the award. Dividend rates are based upon historical dividend trends and expected future dividends. As we have never declared or paid any cash dividends and do

not presently plan to pay cash dividends in the foreseeable future, a zero dividend rate is assumed in our calculation. We have sufficient historical stock option exercise information to compute an expected term for use as an assumption in the Black-Scholes option pricing and Monte Carlo simulation models, and as such, our computation of expected term was calculated using our own historical data. We also have sufficient historical data on the volatility of our stock to use as a direct assumption in the option pricing models.

The amount of stock-based compensation expense we recognize during a period is based on the portion of the awards that are ultimately expected to vest. We estimate stock option forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. The effect of a 10% change in estimates to any of the individual inputs to the Black-Scholes option pricing model or the Monte Carlo simulation model would not have a material impact on our consolidated financial statements.

Results of Operations

The following table sets forth our consolidated statements of income data as a percentage of revenue for each of the periods indicated:



	Year Ended December 31,
	2015		2014		2013
Revenue	100.0	%	100.0	%	100.0	%
Costs and expenses:
Instructional costs and services	50.1	%	49.3	%	48.6	%
Admissions advisory and marketing	35.2	%	36.2	%	31.2	%
General and administrative	10.1	%	9.6	%	10.1	%
Restructuring and impairment charges	12.2	%	2.6	%	0.9	%
Total costs and expenses	107.6	%	97.7	%	90.8	%
Operating income (loss)	(7.6	)%	2.3	%	9.2	%
Other income, net	0.5	%	0.5	%	0.4	%
Income (loss) before income taxes	(7.1	)%	2.8	%	9.6	%
Income tax expense	5.4	%	1.2	%	3.4	%
Net income (loss)	(12.5	)%	1.5	%	6.2	%

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014

Revenue. Our revenue for the year ended December 31, 2015 was $561.7 million , a decrease of $77.0 million , or 12.1% , as compared to revenue of $638.7 million for the year ended December 31, 2014 . The decrease between periods was primarily due to the decrease in student enrollment at our academic institutions between fiscal year 2014 and fiscal year 2015 . Ending student enrollment at our academic institutions was 49,159 students as of December 31, 2015 , a decrease of 11.9% as compared to 55,823 students as of December 31, 2014 . The average weekly enrollment at our academic institutions during the year ended December 31, 2015 decreased to 52,415 students from 61,344 students during the year ended December 31, 2014, or by 14.6%, which resulted in a decrease in tuition revenue of approximately $79.1 million. The decrease in revenue between periods was also due to a $2.8 million decrease in institutional scholarships to $102.3 million in the year ended December 31, 2015 , compared to $105.1 million in the year ended December 31, 2014 . Additionally, revenue generated from Constellation decreased by $0.9 million to $19.3 million in the year ended December 31, 2015 , compared to $20.2 million in the year ended December 31, 2014 . These decreases in revenue were partially offset by a tuition increase of approximately 2.4%, effective April 1, 2015, which resulted in an increase in revenue of approximately $12.2 million.

Instructional costs and services. Our instructional costs and services for the year ended December 31, 2015 were $281.5 million , a decrease of $33.6 million , or 10.7% , as compared to instructional costs and services of $315.1 million for the year ended December 31, 2014 . The decrease between periods was reflective of the decrease in student enrollment at our academic institutions as discussed above. Specific decreases between periods include decreases in direct compensation of $14.5 million (in the areas of academic management, financial aid support and student services), facilities costs of $9.4 million, information technology costs of $4.0 million, instructor fees of $3.1 million, license fees of $1.5 million, loan impairment charges of $1.1 million and financial aid processing fees of $0.9 million. These decreases were partially offset by an increase in bad debt expense of $1.6 million.

Instructional costs and services increase d as a percentage of revenue to 50.1% for the year ended December 31, 2015 , as compared to 49.3% for the year ended December 31, 2014 , primarily as a result of the decreased revenue. The increase of 0.8% included increases as a percentage of revenue in corporate support services of 0.9%, bad debt expense of 0.9% and instructor fees of 0.3%. These increases were partially offset by decreases as a percentage of revenue in facilities costs of 1.0% and direct compensation of 0.4%. As a percentage of revenue, bad debt expense increased to 5.3% for the year ended December 31, 2015 , compared to 4.4% for the year ended December 31, 2014 . We continue to focus on enhancing our processes and procedures surrounding bad debt and our accounts receivable, including increasing our efficiency in financial aid processing in order to reduce processing time, improving collection efforts on accounts receivable, and improving counseling to students about the financial aid process and related eligibility and amounts due from the student.

Admissions advisory and marketing. Our admissions advisory and marketing expenses for the year ended December 31, 2015 were $197.6 million , a decrease of $33.5 million , or 14.5% , as compared to admissions advisory and marketing expenses of $231.1 million for the year ended December 31, 2014 . Specific factors contributing to the overall decrease between periods

were decrease s in consulting and professional fees of $24.3 million, selling compensation of $8.4 million and facilities costs of $5.2 million. These decreases were partially offset by increases in advertising of $3.4 million and corporate support services of $1.1 million. Our admissions advisory and marketing expenses decrease d as a percentage of revenue to 35.2% for the year ended December 31, 2015 from 36.2% for the year ended December 31, 2014 . The decrease of 1.0% was primarily due to a decrease as a percentage of revenue in consulting and professional fees of 3.8%, partially offset by increases as a percentage of revenue in advertising costs of 2.0% and selling compensation expense of 0.8%.

General and administrative. Our general and administrative expenses for the year ended December 31, 2015 were $56.6 million , a decrease of $4.8 million , or 7.8% , as compared to general and administrative expenses of $61.4 million for the year ended December 31, 2014 . The decrease between periods was primarily due to decreases in other administrative costs of $3.8 million, depreciation of $3.7 million, administrative compensation of $2.8 million and corporate support services of $1.1 million. These decreases were partially offset by an increase in net facilities costs of $7.5 million. Our general and administrative expenses increase d as a percentage of revenue to 10.1% for the year ended December 31, 2015 from 9.6% for the year ended December 31, 2014 . The 0.5% increase included an increase as a percentage of revenue in net facilities costs of 1.0%, partially offset by a decrease as a percentage of revenue in corporate support services of 0.8%.

Restructuring and impairment charges. Our restructuring and impairment charges for the year ended December 31, 2015 were $68.4 million , comprised of $43.3 million for asset impairments, $3.3 million for student transfer agreement costs, $17.0 million of lease exit costs for properties in San Diego and Denver, and $4.7 million relating to severance costs for wages and benefits resulting from a reduction in force to help better align personnel resources with the decline in student enrollment. Our restructuring and impairment charges for the year ended December 31, 2014 were $16.8 million, comprised of $4.6 million for asset write offs, $6.5 million of lease exit costs for properties in San Diego and Denver, $3.6 million relating to severance costs for wages and benefits resulting from a reduction in force to help better align personnel resources with the decline in student enrollment, and $2.2 million relating to impairment of capitalized software costs.

Other income, net. Our other income, net, for the year ended December 31, 2015 was $2.1 million , a decrease of $0.8 million as compared to other income, net, of $2.9 million for the year ended December 31, 2014 . The decrease between periods was primarily a result of decrease d interest income due to changes in the levels of average cash and cash equivalents and investment balances.

Income tax expense. Income tax expense for the year ended December 31, 2015 was $30.3 million , an increase of $22.8 million as compared to income tax expense of $7.5 million for the year ended December 31, 2014 . Income tax expense was recognized at effective tax rates of (75.3)% and 43.8% for the years ended December 31, 2015 and 2014 , respectively. The increase in income tax expense between periods was primarily due to the establishment of a valuation allowance against our net deferred tax assets during the year ended December 31, 2015 . The negative effective tax rate for the year ended December 31, 2015 is due to income tax expense on a pre-tax loss.

Net income (loss). Our net loss for the year ended December 31, 2015 was $70.5 million compared to net income of $9.7 million for the year ended December 31, 2014 , a decrease of $80.1 million as a result of the factors discussed above.

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

Revenue. Our revenue for the year ended December 31, 2014 was $638.7 million , a decrease of $112.7 million , or 15.0% , as compared to revenue of $751.4 million for the year ended December 31, 2013 . The decrease between periods was primarily due to the decrease in student enrollment at our academic institutions between fiscal year 2013 and fiscal year 2014 . Ending student enrollment at our academic institutions was 55,823 students as of December 31, 2014 , a decrease of 12.3% as compared to 63,624 students as of December 31, 2013 . The average weekly enrollment at our academic institutions during the year ended December 31, 2014 decreased to 61,344 students from 72,500 students during the year ended December 31, 2013 , or by 15.4%, which resulted in a decrease in tuition revenue of approximately $114.8 million. The decrease in revenue between periods was also due to a $8.4 million decrease in institutional scholarships to $105.1 million in the year ended December 31, 2014 , compared to $113.5 million in the year ended December 31, 2013 . We also experienced a $5.6 million decrease in technology fees to $10.1 million in the year ended December 31, 2014 from $15.7 million in the year ended December 31, 2013 , primarily due to the decline in student enrollment at our academic institutions. Additionally, revenue generated from Constellation decreased by $0.6 million to $20.2 million in the year ended December 31, 2014 , compared to $20.8 million in the year ended December 31, 2013 . These decreases in revenue were partially offset by a tuition increase of approximately 1.7%, effective April 1, 2014, which resulted in an increase in revenue of approximately $12.7 million.

Instructional costs and services. Our instructional costs and services for the year ended December 31, 2014 were $315.1 million , a decrease of $50.3 million , or 13.8% , as compared to instructional costs and services of $365.4 million for the year ended December 31, 2013 . The decrease between periods was reflective of the decrease in student enrollment at our academic institutions as discussed above. Specific decreases between periods include decreases in bad debt expense of $19.0 million,

direct compensation of $16.1 million (in the areas of academic management, financial aid support and student services), instructor fees of $9.6 million, facilities expense of $3.3 million and professional fees of $1.1 million.

Instructional costs and services increased as a percentage of revenue to 49.3% for the year ended December 31, 2014 , as compared to 48.6% for the year ended December 31, 2013 , primarily as a result of the decreased revenue. The increase of 0.7% included increases as a percentage of revenue in corporate support services of 1.3%, information technology costs of 0.6% and facilities expense of 0.3%. These increases were partially offset by decreases as a percentage of revenue in bad debt expense of 1.9% and instructors fees of 0.3%. As a percentage of revenue, bad debt expense decreased to 4.4% for the year ended December 31, 2014 , compared to 6.3% for the year ended December 31, 2013 . We continue to focus on enhancing our processes and procedures surrounding our accounts receivable, including increasing our efficiency in financial aid processing in order to reduce processing time, improving collection efforts on accounts receivable, and improving counseling to students about the financial aid process and related eligibility and amounts due from the student.

Admissions advisory and marketing. Our admissions advisory and marketing expenses for the year ended December 31, 2014 were $231.1 million , a decrease of $3.4 million , or 1.4% , as compared to admissions advisory and marketing expenses of $ 234.5 million for the year ended December 31, 2013 . Specific factors contributing to the overall decrease between periods were decreases in related compensation of $13.3 million due to fewer admissions and related personnel, corporate support services of $2.9 million and facilities expenses of $2.9 million, partially offset by increases in consulting and professional fees of $7.2 million and advertising costs of $5.2 million. Our admissions advisory and marketing expenses increased as a percentage of revenue to 36.2% for the year ended December 31, 2014 from 31.2% for the year ended December 31, 2013 . The increase of 5.0% was primarily due to increases as a percentage of revenue in advertising costs of 2.2%, consulting and professional fees of 1.6%, selling compensation of 0.7% and license fees of 0.5%.

General and administrative. Our general and administrative expenses for the year ended December 31, 2014 were $61.4 million , a decrease of $14.7 million , or 19.4% , as compared to general and administrative expenses of $76.1 million for the year ended December 31, 2013 . The decrease between periods was primarily due to decreases in facilities costs of $6.7 million, other administrative costs of $5.9 million, administrative compensation of $4.4 million and depreciation of $0.7 million. These decreases were partially offset by an increase in information technology costs of $1.7 million. Our general and administrative expenses decreased as a percentage of revenue to 9.6% for the year ended December 31, 2014 from 10.1% for the year ended December 31, 2013 . The 0.5% decrease included decreases as a percentage of revenue in facilities of 1.3% and support services of 0.5%, partially offset by increases as a percentage of revenue in administrative compensation of 0.5%, information technology costs of 0.4% and professional fees of 0.3%.

Restructuring and impairment charges. Our restructuring and impairment charges for the year ended December 31, 2014 were $16.8 million, comprised of $4.6 million for asset impairments, $6.5 million of lease exit costs for properties in San Diego and Denver, $3.6 million relating to severance costs for wages and benefits resulting from a reduction in force to help better align personnel resources with the decline in student enrollment, and $2.2 million relating to impairment of capitalized software costs. For the year ended December 31, 2013, there was $7.0 million of restructuring and impairment charges primarily related to severance costs, asset impairment and lease exit costs.

Other income, net. Our other income, net, for the year ended December 31, 2014 was $2.9 million , a decrease of $0.2 million as compared to other income, net, of $3.1 million for the year ended December 31, 2013 . The decrease between periods was primarily a result of decrease d interest income due to changes in the levels of average cash and cash equivalents and investment balances.

Income tax expense. Income tax expense for the year ended December 31, 2014 was $7.5 million , a decrease of $18.1 million as compared to income tax expense of $25.7 million for the year ended December 31, 2013 . Income tax expense was recognized at effective tax rates of 43.8% and 35.9% for the years ended December 31, 2014 and 2013 , respectively. The decrease in our effective tax rate between periods was primarily due to the expiration of the statute of limitations on a prior tax year which triggered the release of $1.9 million of tax reserve.

Net income. Our net income for the year ended December 31, 2014 was $9.7 million compared to net income of $45.9 million for the year ended December 31, 2013 , a decrease of $36.2 million as a result of the factors discussed above.

Liquidity and Capital Resources

Liquidity

We financed our operating activities and capital expenditures during the years ended December 31, 2015 and 2014 either through cash provided by operating activities or through cash on hand. Our cash and cash equivalents were $282.1 million at

December 31, 2015 and $207.0 million at December 31, 2014 . In addition, at December 31, 2015 and 2014 , we had restricted cash of $24.7 million and $25.9 million , respectively, and total investments of $67.2 million and $123.6 million , respectively.

We manage our excess cash pursuant to the quantitative and qualitative operational guidelines of our cash investment policy. Our cash investment policy, which is managed by our Chief Financial Officer, has the following primary objectives: preserving principal, meeting our liquidity needs, minimizing market and credit risk, and providing after-tax returns. Under the policy's guidelines, we invest our excess cash exclusively in high-quality, U.S. dollar-denominated financial instruments. For a discussion of the measures we use to mitigate the exposure of our cash investments to market risk, credit risk and interest rate risk, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk.”

Stock repurchase programs

On November 10, 2013, a committee of our board of directors approved a plan to purchase up to 10.25 million shares of our common stock through a tender offer. The tender offer commenced on November 13, 2013 and expired on December 11, 2013. On December 18, 2013, we repurchased shares of our common stock through the tender offer at a price of $19.50 per share. The tender offer was oversubscribed, resulting in the purchase of approximately 10.2 million shares, including 0.2 million shares underlying previously unexercised stock options, for a total cost of $199.9 million, exclusive of fees. The repurchased shares were added to treasury stock. We did not repurchase any shares of our common stock during the years ended December 31, 2014 and 2015.

Available borrowing facilities

We previously had a $50 million revolving line of credit (the “Facility”) pursuant to an Amended and Restated Revolving Credit Agreement (the “Revolving Credit Agreement”) with the lenders signatory thereto and Comerica Bank (“Comerica”). The Facility had an original term of three years and expired on April 13, 2015. Up through the date of expiration of the Facility, we had no borrowings outstanding under the Facility.

Under the Revolving Credit Agreement and the documents executed in connection therewith (collectively, the “Facility Loan Documents”), the lenders agreed to make loans to us and issue letters of credit on our behalf, subject to specific terms and conditions. We had previously used the availability under the Facility to issue letters of credit, but subsequent to the expiration of the Facility, we collateralized the letters of credit with cash, which is included as restricted cash as of December 31, 2015 .

The Facility Loan Documents contained other customary affirmative, negative and financial maintenance covenants, representations and warranties, events of default, and remedies upon an event of default, including the acceleration of debt and the right to foreclose on the collateral securing the Facility. Up through the date of expiration of the Facility, we had no outstanding financial covenants in the Facility Loan Documents. For additional information, see Note 13 , “ Credit Facilities ” to our annual consolidated financial statement included elsewhere in this report.

Title IV funding

Our institutions derive the substantial majority of their respective revenues from students who enroll and are eligible for various federal student financial assistance programs authorized under Title IV of the Higher Education Act. In the years ended December 31, 2015 , 2014 and 2013 , Ashford University derived 80.9% , 83.4% and 85.6% , respectively, and University of the Rockies derived 86.6% , 88.3% and 87.6% , respectively, of their respective revenues (calculated in accordance with applicable Department regulations) from Title IV program funds. Our institutions are subject to significant regulatory scrutiny as a result of numerous standards that must be satisfied in order to participate in Title IV programs. For additional information regarding Title IV programs and the regulation thereof, see “Regulation” in Item 1, “Business”. The balance of revenues derived by our institutions is from government tuition assistance programs for military personnel, including veterans, payments made in cash by individuals, reimbursement from corporate affiliates, private loans and internal loan programs. For additional information regarding these student financing options, see the section entitled “Student Financing” in Item 1, “Business”.

If we were to become ineligible to receive Title IV funding, our liquidity would be significantly impacted. The timing of disbursements under Title IV programs is based on federal regulations and our ability to successfully and timely arrange financial aid for our institutions' students. Title IV funds are generally provided in multiple disbursements before we earn a significant portion of tuition and fees and incur related expenses over the period of instruction. Students must apply for new loans and grants each academic year. These factors, together with the timing at which our institutions' students begin their programs, affect our revenues and operating cash flow.

Financial responsibility

For the fiscal year ended December 31, 2014 , the composite score calculated was 2.7 , satisfying the composite score requirement of the Department's financial responsibility test, which institutions must satisfy in order to participate in Title IV programs. We expect the consolidated composite score to be 1.8 for the year ended December 31, 2015 . However, the consolidated calculation is subject to determination by the Department once it receives and reviews our audited financial statements for the year ended December 31, 2015 . For additional information regarding Department regulations related to financial responsibility, see “Regulation — Department Regulation of Title IV Programs — Financial responsibility” in Part I, “Business.”

Internal loan program

In the past, we have had programs at both of our institutions in which the institutions provide direct loans to students. For University of the Rockies, the total amount of direct loans provided to students during 2014 and 2013 was $1.4 million and $0.8 million, respectively. University of the Rockies provided no new direct loans to students in 2015 . For Ashford University, there were no new direct loans provided to students in the three most recent fiscal years.

Operating activities

Net cash provided by operating activities was $26.7 million , $25.2 million and $85.6 million for 2015 , 2014 and 2013 , respectively. The increase of $1.5 million from 2014 to 2015 was primarily related to increases in non-cash impairments of fixed assets of $37.9 million , deferred income taxes of $48.0 million and loss on termination of leased space of $10.6 million , as well as increases in accounts payable and accrued liabilities of $13.2 million and deferred revenue and student deposits of $5.2 million . These increases were partially offset by decreases in net income of $80.1 million , prepaid expenses and other current assets of $15.1 million and accounts receivable of $5.1 million . We expect to generate cash from our operating activities for the foreseeable future.

Investing activities

Net cash provided by investing activities was $44.6 million for 2015 , compared to net cash used in investing activities of $33.0 million for 2014 and net cash provided by investing activities of $115.2 million for 2013 . Our cash provided by investing activities in 2015 is primarily related to sales and maturities of investments, partially offset by purchases of investments, purchases of property and equipment, and capitalized costs for intangible assets. During 2015 , there were sales and maturities of investments of $76.2 million and we purchased $20.3 million of investments. This is compared to purchases of investments of $87.9 million and sales and maturities of investments of $70.0 million in 2014 , and purchases of investments of $26.8 million and sales and maturities of investments of $176.3 million in 2013 . Capital expenditures were $2.5 million , $11.4 million and $14.8 million for 2015 , 2014 and 2013 , respectively. For the year ending December 31, 2016 , we expect our capital expenditures to be approximately $5.0 million .

Financing activities

Net cash provided by financing activities was $3.8 million for 2015 , compared to net cash provided by financing activities of $2.3 million for 2014 and net cash used in financing activities of $197.2 million for 2013 . During 2015 , net cash provided by financing activities primarily reflects the proceeds received from a sale-leaseback transaction, the cash provided by option exercises and the tax benefit of the option exercises, partially offset by cash used for the tax withholdings related to vesting of restricted stock awards. During 2014 , net cash provided by financing activities primarily reflects the cash provided by option exercises and the tax benefit of the option exercises, partially offset by cash used for the tax withholdings related to vesting of restricted stock awards. During 2013 , net cash used in financing activities primarily reflects our repurchase of approximately 10.2 million shares of common stock in a tender offer for a total of $199.9 million, partially offset by the impact of option exercises, net of any tax withholdings related to net exercise of stock options, and the impact of the tax benefit of the option exercises.

Based on our current level of operations, we believe that our future cash flows from operating activities and our existing cash and cash equivalents will provide adequate funds for ongoing operations, planned capital expenditures and working capital requirements for at least the next 12 months.

Significant Cash and Contractual Obligations

The following table sets forth, as of December 31, 2015 , certain significant cash and contractual obligations that will affect our future liquidity:



	Payments Due by Period
	Total		2016		2017		2018		2019		2020		Thereafter
	(In thousands)
Operating lease obligations	$	141,797	$	36,655	$	36,127	$	31,445	$	20,876	$	9,546	$	7,148
Other contractual obligations	51,418		10,348		8,132		6,936		6,936		6,566		12,500
Uncertain tax positions	7,870		—		7,870		—		—		—		—
Total	$	201,085	$	47,003	$	52,129	$	38,381	$	27,812	$	16,112	$	19,648

Off-Balance Sheet Arrangements

As part of our normal business operations, we are required to provide surety bonds in certain states where we do business. In May 2009, we entered into a surety bond facility with an insurance company to provide such bonds when required. As of December 31, 2015 , our total available surety bond facility was $12.0 million and the surety had issued bonds totaling $3.7 million on our behalf under such facility.

Segment Information

We operate in one reportable segment as a single educational delivery operation using a core infrastructure that serves the curriculum and educational delivery needs of both our campus-based and online students regardless of geography. Our chief operating decision maker, our CEO and President, manages our operations as a whole, and no expense or operating income information is evaluated by our chief operating decision maker on any component level.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, Revenue Recognition. This literature is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The accounting guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This standard can be adopted using one of two retrospective application methods. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606), Deferral of the Effective Date, which defers the effective date of ASU 2014-09 by one year, to fiscal years beginning after December 15, 2017. We continue to evaluate the impacts, if any, the adoption of ASU 2014-09 and ASU 2015-14 will have on our financial position or results of operations.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The amendments are effective for periods ending after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. We adopted ASU 2014-15 effective January 1, 2015, and the adoption did not have a material effect on our consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, Income Statement —Extraordinary and Unusual Items (Subtopic 225-20). This update simplifies the income statement presentation requirements and eliminates from GAAP the concept of extraordinary items, and essentially deletes the requirements in Subtopic 225-20. However, the presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The amendments may be applied prospectively, or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. We adopted ASU 2015-01 effective April 1, 2015. The adoption of ASU 2015-01 does not have a material effect on our consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740) . The amendments in this Update are intended to simplify the presentation of deferred income taxes, by requiring that deferred income tax liabilities and assets be classified as noncurrent in a classified statement of financial position. Prior to this amendment, Topic 740, Income Taxes, requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. Deferred tax liabilities and assets are classified as current or noncurrent based on the classification of the related asset or liability for financial reporting. Deferred tax liabilities and assets that are not related to an asset or liability for financial reporting are classified according to the expected reversal date of the temporary difference. The amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. We adopted the guidance prospectively as of December 31, 2015 and all current deferred tax assets have been classified as noncurrent as of that date.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10) . The amendments in this Update require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments in this Update also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition the amendments in this Update eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities and the requirement for to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. The amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of ASU 2016-01 is not expected to have a material effect on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . Under this new guidance, as of the lease commencement date, lessees will be required to recognize the following for all leases, with the exception of short-term leases: i) a lease liability for the obligation to make lease payments arising from a lease, measured on a discounted basis; and ii) a right-of-use asset, representing the lessee’s right to use, or control the use of, a specified asset for the lease term. The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a 'modified retrospective' transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. We are assessing the impact of adopting ASU 2016-02, but expect it to have a material effect on our consolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Market and Credit Risk

Pursuant to our cash investment policy, we attempt to mitigate the exposure of our cash and investments to market and credit risk by (i) diversifying concentration to ensure that we are not overly concentrated in a limited number of financial institutions, (ii) monitoring and managing the risks associated with the national banking and credit markets, (iii) investing in U.S. dollar-denominated assets and instruments only, (iv) diversifying account structures so that we maintain a decentralized account portfolio with numerous stable, highly-rated and liquid financial institutions and (v) ensuring that our investment procedures maintain a defined and specific scope such that we will not invest in higher-risk investment accounts, including financial swaps or derivative and corporate equities. Accordingly, pursuant to the guidelines established by our cash investment policy, we invest our excess cash exclusively in high-quality, U.S. dollar-denominated financial instruments.

Despite the investment risk mitigation strategies we employ, we may incur investment losses as a result of unusual and unpredictable market developments, and we may experience reduced investment earnings if the yields on investments that are deemed to be low risk remain low or decline further in this time of economic uncertainty. Unusual and unpredictable market developments may also create liquidity challenges for certain of the assets in our investment portfolio.

We have no derivative financial instruments or derivative commodity instruments.

Interest Rate Risk

To the extent we borrow funds, we would be subject to fluctuations in interest rates. As of December 31, 2015 , we had no outstanding borrowings.

Our future investment income may fall short of expectations due to changes in interest rates. At December 31, 2015 , a hypothetical 10% increase or decrease in interest rates would not have a material impact on our future earnings, fair value or cash flows related to interest earned on our cash, cash equivalents or investments.

Item 8. Financial Statements and Supplementary Data.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

BRIDGEPOINT EDUCATION, INC. AND SUBSIDIARIES



Report of Independent Registered Public Accounting Firm	71
Consolidated Balance Sheets	72
Consolidated Statements of Income	73
Consolidated Statements of Comprehensive Income	74
Consolidated Statements of Stockholders' Equity	75
Consolidated Statements of Cash Flows	76
Notes to Annual Consolidated Financial Statements	77

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Bridgepoint Education, Inc.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, of comprehensive income, of stockholders' equity and of cash flows present fairly, in all material respects, the financial position of Bridgepoint Education, Inc. and its subsidiaries at December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) because material weaknesses in internal control over financial reporting related to (1) the selection and application of generally accepted accounting principles related to revenue recognition and (2) the reliability of system generated data used in the operation of certain revenue recognition controls existed as of that date. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses referred to above are described in Management's Report on Internal Control Over Financial Reporting appearing under Item 9A. We considered these material weaknesses in determining the nature, timing, and extent of audit tests applied in our audit of the 2015 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements. The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in management's report referred to above. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it classifies deferred income taxes in 2015.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

March 8, 2016

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

BRIDGEPOINT EDUCATION, INC.

Consolidated Balance Sheets

(In thousands, except par value)



	As of December 31,
	2015			2014
ASSETS
Current assets:
Cash and cash equivalents	$	282,145		$	207,003
Restricted cash	24,685			25,934
Investments	19,387			12,051
Accounts receivable, net	24,091			21,274
Student loans receivable, net	775			1,003
Deferred income taxes	—			21,301
Prepaid expenses and other current assets	52,192			22,818
Total current assets	403,275			311,384
Property and equipment, net	21,742			78,219
Investments	47,770			111,557
Student loans receivable, net	7,394			9,510
Goodwill and intangibles, net	21,265			24,775
Deferred income taxes	—			20,175
Other long-term assets	5,320			2,475
Total assets	$	506,766		$	558,095
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	4,762		$	1,013
Accrued liabilities	74,434			51,403
Deferred revenue and student deposits	88,756			108,048
Total current liabilities	167,952			160,464
Rent liability	20,118			22,098
Other long-term liabilities	15,046			9,652
Total liabilities	203,116			192,214
Commitments and contingencies (see Note 20)
Stockholders' equity:
Preferred stock, $0.01 par value:
20,000 shares authorized; zero shares issued and outstanding at both December 31, 2015, and December 31, 2014	—			—
Common stock, $0.01 par value:
300,000 shares authorized; 63,407 issued and 45,850 outstanding at December 31, 2015; 62,957 issued and 45,400 outstanding at December 31, 2014	634			630
Additional paid-in capital	188,863			180,720
Retained earnings	451,321			521,775
Accumulated other comprehensive gain (loss)	(99		)	(175		)
Treasury stock, 17,557 shares at cost at both December 31, 2015, and December 31, 2014	(337,069		)	(337,069		)
Total stockholders' equity	303,650			365,881
Total liabilities and stockholders' equity	$	506,766		$	558,095

The accompanying notes are an integral part of these consolidated financial statements.

BRIDGEPOINT EDUCATION, INC.

Consolidated Statements of Income

(In thousands, except per share amounts)



	Year Ended December 31,
	2015			2014		2013

Revenue	$	561,729		$	638,705	$	751,449
Costs and expenses:
Instructional costs and services	281,496			315,079		365,404
Admissions advisory and marketing	197,584			231,134		234,511
General and administrative	56,588			61,353		76,081
Restructuring and impairment charges	68,356			16,828		6,990
Total costs and expenses	604,024			624,394		682,986
Operating income (loss)	(42,295		)	14,311		68,463
Other income, net	2,106			2,884		3,082
Income (loss) before income taxes	(40,189		)	17,195		71,545
Income tax expense	30,265			7,527		25,662
Net income (loss)	$	(70,454	)	$	9,668	$	45,883

Earnings (loss) per common share:
Basic	$	(1.54	)	$	0.21	$	0.85
Diluted	(1.54		)	0.21		0.83
Weighted average number of common shares outstanding used in computing earnings per common share:
Basic	45,665			45,204		53,923
Diluted	45,665			46,512		55,487

The accompanying notes are an integral part of these consolidated financial statements.

BRIDGEPOINT EDUCATION, INC.

Consolidated Statements of Comprehensive Income

(In thousands)



	Year Ended December 31,
	2015			2014			2013

Net income (loss)	$	(70,454	)	$	9,668		$	45,883
Other comprehensive gain (loss), net of tax:
Unrealized gains (losses) on investments	76			(223		)	(174		)
Comprehensive income (loss)	$	(70,378	)	$	9,445		$	45,709

The accompanying notes are an integral part of these consolidated financial statements.

BRIDGEPOINT EDUCATION, INC.

Consolidated Statements of Stockholders' Equity

(In thousands)



	Common Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Gain/(Loss)			Treasury Stock
	Shares	Par Value		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Gain/(Loss)			Treasury Stock			Total
Balance at December 31, 2012	61,406	$	614	$	151,709		$	466,224		$	222		$	(135,573	)	$	483,196
Stock-based compensation	—	—		13,934			—			—			—			13,934
Exercise of stock options	590	6		10,458			—			—			—			10,464
Tax withholdings related to net exercise of stock options	—	—		(9,170		)	—			—			—			(9,170		)
Excess tax benefit of option exercises	—	—		1,516			—			—			—			1,516
Stock issued under employee stock purchase plan	116	1		1,233			—			—			—			1,234
Stock issued under restricted stock plan, net of shares held for taxes	115	1		(1,081		)	—			—			—			(1,080		)
Exercise of warrants	104	1		230			—			—			—			231
Repurchase of common stock	—	—		—			—			—			(201,496		)	(201,496		)
Net income	—	—		—			45,883			—			—			45,883
Unrealized losses on investments, net of tax	—	—		—			—			(174		)	—			(174		)
Balance at December 31, 2013	62,331	623		168,829			512,107			48			(337,069		)	344,538
Stock-based compensation	—	—		10,558			—			—			—			10,558
Exercise of stock options	388	4		3,104			—			—			—			3,108
Excess tax benefit of option exercises and restricted stock, net of tax shortfall	—	—		326			—			—			—			326
Stock issued under restricted stock plan, net of shares held for taxes	238	3		(2,097		)	—			—			—			(2,094		)
Net income	—	—		—			9,668			—			—			9,668
Unrealized losses on investments, net of tax	—	—		—			—			(223		)	—			(223		)
Balance at December 31, 2014	62,957	630		180,720			521,775			(175		)	(337,069		)	365,881
Stock-based compensation	—	—		9,710			—			—			—			9,710
Exercise of stock options	206	2		282			—			—			—			284
Excess tax shortfalls of option exercises and restricted stock, net of tax benefit	—	—		(767		)	—			—			—			(767		)
Stock issued under employee stock purchase plan	33	—		261			—			—			—			261
Stock issued under restricted stock plan, net of shares held for taxes	211	2		(1,343		)	—			—			—			(1,341		)
Net loss	—	—		—			(70,454		)	—			—			(70,454		)
Unrealized gains on investments, net of tax	—	—		—			—			76			—			76
Balance at December 31, 2015	63,407	$	634	$	188,863		$	451,321		$	(99	)	$	(337,069	)	$	303,650

The accompanying notes are an integral part of these consolidated financial statements.

BRIDGEPOINT EDUCATION, INC.

Consolidated Statements of Cash Flows

(In thousands)



	Year Ended December 31,
	2015			2014			2013
Cash flows from operating activities
Net income (loss)	$	(70,454	)	$	9,668		$	45,883
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for bad debts	29,863			28,184			47,119
Depreciation and amortization	19,578			23,317			21,666
Amortization of premium/discount	475			206			2,624
Deferred income taxes	40,944			(7,096		)	(6,962		)
Stock-based compensation	9,710			10,558			13,934
Excess tax benefit of option exercises	(460		)	(1,271		)	(2,590		)
Loss on impairment of student loans receivable	1,328			2,435			1,998
Net gain (loss) on marketable securities	91			(34		)	(63		)
Loss on termination of leased space	17,047			6,470			328
Loss on impairment of fixed assets	44,949			7,028			751
Changes in operating assets and liabilities:
Restricted cash	7,913			11,042			10,048
Accounts receivable	(32,383		)	(27,323		)	(15,973		)
Prepaid expenses and other current assets	(14,446		)	659			(2,607		)
Student loans receivable	1,139			809			291
Other long-term assets	(2,845		)	266			(412		)
Accounts payable and accrued liabilities	1,104			(12,102		)	13,220
Deferred revenue and student deposits	(19,170		)	(24,411		)	(41,607		)
Other liabilities	(7,952		)	(3,754		)	(184		)
Uncertain tax position	284			568			(1,878		)
Net cash provided by operating activities	26,715			25,219			85,586
Cash flows from investing activities
Capital expenditures	(2,477		)	(11,429		)	(14,825		)
Purchases of investments	(20,280		)	(87,933		)	(26,759		)
Non-operating restricted cash	(6,665		)	(30		)	—
Capitalized costs for intangible assets	(2,153		)	(3,634		)	(19,563		)
Sales and maturities of investments	76,197			70,000			176,343
Net cash provided by (used in) investing activities	44,622			(33,026		)	115,196
Cash flows from financing activities
Proceeds from exercise of stock options	284			3,108			10,464
Tax withholdings related to net exercise of stock options	—			—			(9,170		)
Excess tax benefit of option exercises	460			1,271			2,590
Proceeds from the issuance of stock under employee stock purchase plan	261			—			1,234
Proceeds from the exercise of warrants	—			—			231
Tax withholding on issuance of stock awards	(1,341		)	(2,095		)	(1,080		)
Proceeds from failed sale-leaseback transaction	4,141			—			—
Repurchase of common stock	—			—			(201,496		)
Net cash provided by (used in) financing activities	3,805			2,284			(197,227		)
Net increase (decrease) in cash and cash equivalents	75,142			(5,523		)	3,555
Cash and cash equivalents at beginning of period	207,003			212,526			208,971
Cash and cash equivalents at end of period	$	282,145		$	207,003		$	212,526

Supplemental disclosure of cash flow information:
Cash paid for interest	$	198		$	128		$	146
Cash paid for income taxes	$	6,136		$	15,534		$	38,642

Supplemental disclosure of non-cash transactions:
Equipment included in accounts payable and accrued liabilities	$	4,160		$	109		$	136

The accompanying notes are an integral part of these consolidated financial statements.

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements

1. Nature of Business

Bridgepoint Education, Inc. (together with its subsidiaries, the “Company”), incorporated in 1999, is a provider of postsecondary education services. Its wholly-owned subsidiaries, Ashford University ^® and University of the Rockies ^SM , are regionally accredited academic institutions that offer associate's, bachelor's, master's and doctoral programs online, as well as at their traditional campuses located in Iowa and Colorado, respectively.

In the third quarter of 2015, the Company announced that Ashford University's campus in Iowa will be closing after the 2015-2016 academic year, following the implementation of a one-year teach-out plan. For further information, refer to Note 3, “Restructuring and Impairment Charges.”

2. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of Bridgepoint Education, Inc. and its wholly-owned subsidiaries. Intercompany transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements. Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation. During 2015, the Company decided to separately show a restructuring and impairment charges line item on the Company's consolidated statements of income for each of the periods presented and has therefore reclassified certain amounts for the years ended December 31, 2014 and 2013 to this line. These reclassifications had no effect on previously reported results of operations or retained earnings. For further information, refer to Note 3, “Restructuring and Impairment Charges.”

Cash and Cash Equivalents

Cash and cash equivalents is comprised of cash and other short-term highly liquid investments that are readily convertible into known amounts of cash. The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Restricted Cash

The Company's restricted cash is primarily held in money market accounts, and is excluded from cash and cash equivalents on the Company's consolidated balance sheets and statements of cash flows. The majority of restricted cash represents funds held for students from Title IV financial aid program funds that result in credit balances on a student’s account. Changes in this restricted cash are included in the Company's condensed consolidated statements of cash flows as cash flows from operating activities. To a lesser extent, restricted cash also represents amounts held as collateral for letters of credit. Changes in this restricted cash are included in the Company's condensed consolidated statements of cash flows as cash flows from investing activities.

Investments

As of December 31, 2015 , the Company held short and long-term investments that consisted of mutual funds, corporate notes and bonds and certificates of deposit. The Company's investments are denominated in U.S. dollars, are investment grade and are readily marketable. The Company considers as current assets those investments which will mature or are likely to be sold in less than one year.

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

The Company classifies its investments as either trading, available-for-sale or held-to-maturity. Trading securities are those bought and held principally to sell in the short-term, with gains or losses from changes in fair value flowing through current earnings. Available-for-sale securities are carried at fair value as determined by quoted market prices, with unrealized gains and losses, net of tax, reported as a separate component of comprehensive income and stockholders’ equity. Held-to-maturity securities would be carried at amortized cost. Amortization of premiums, accretion of discounts, interest, and realized gains and losses are included in other income, net in the consolidated statement of income.

The Company regularly monitors and evaluates the realizable value of its investments. If events and circumstances indicate that a decline in the value of these assets has occurred and is other-than-temporary, the Company would record a charge to other income, net in the consolidated statement of income.

Deferred Compensation

The Company has a deferred compensation plan, into which certain members of management are eligible to defer a maximum of 80% of their regular compensation and a maximum of 100% of their incentive compensation. The amounts deferred by the participant under this plan are credited with earnings or losses based upon changes in values of participant elected notional investments. Each participant is fully vested in the participant amounts deferred. The Company may make contributions that will generally vest according to a four-year vesting schedule. After four years of service, participants become 100% vested in the employer contributions upon reaching normal retirement age, death, disability or a change in control. The Company's obligations under the deferred compensation plan totaled $1.2 million and $1.0 million as of December 31, 2015 and 2014, respectively, and are included in other liabilities in the consolidated balance sheets.

Fair Value Measurements

The Company uses the three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: (i) Level 1, defined as observable inputs such as quoted prices in active markets; (ii) Level 2, defined as inputs other than quoted prices in active markets that are either observable directly or indirectly, through market corroboration, for substantially the full term of the financial instrument; and (iii) Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are stated at the amount management expects to collect from outstanding balances. For accounts receivable, an allowance for doubtful accounts is estimated by management and is principally based on historical collection experience as well as (i) an assessment of individual accounts receivable over a specific aging and amount, (ii) consideration of the nature of the receivable accounts and (iii) potential changes in the business or economic environment. The provision for bad debt is recorded within instructional costs and services in the consolidated statements of income. The Company writes off uncollectable accounts receivable when the student account is deemed uncollectable by internal collection efforts or by a third-party collection agency.

Student Loans Receivable and Loan Loss Reserves

Student loans receivable consist of loans to qualified students and have a repayment period of 10 years from the date of graduation or withdrawal from the Company's institutions. The interest rate charged on student loans is a fixed rate of either 4.5% or 0.0% depending upon the repayment plan selected. If the student selects the rate of 0.0% , the student must pay $50 per month on the loan while enrolled in school and during the six months of grace period (after graduation or withdrawal) before the repayment period begins. On the 0.0% student loans, the Company imputes interest using the rate that would be used in a market transaction with similar terms. Interest income on student loans is recognized using the effective interest method and is

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

recorded within other income in the consolidated statements of income. There was an immaterial amount of revenue recognized related to student loans during each of the years ended December 31, 2015 , 2014 and 2013 , respectively.

Student loans receivable are stated at the amount management expects to collect from outstanding balances. For tuition related student loan receivables, the Company estimates an allowance for doubtful accounts, similar to that of accounts receivable, based on (i) an assessment of individual loans receivable over a specific aging and amount, (ii) consideration of the nature of the receivable accounts, (iii) potential changes in the business or economic environment and (iv) related FICO scores and other industry metrics. The related provision for bad debts is recorded within instructional costs and services in the consolidated statements of income.

For non-tuition related student loans, the Company utilizes an impairment methodology. Under this methodology, management determines whether a loan would be impaired if the Company will be unable to collect all amounts due in accordance with the contractual terms of the individual loan agreement. This assessment is based on an analysis of several factors, including aging history and delinquency trending, the risk characteristics, credit quality and loan performance of the specific loans, and current economic conditions and industry trends. Credit quality is assessed at the outset of a loan, based upon the applicant's FICO score during the loan application process. The Company considers loans to be impaired when they reach a delinquency status that requires specialized collection efforts. The Company defines delinquency for loans as those students whose last activity is more than 120 days old. The Company records a loss reserve for the full book value of the impaired loans. For the years ended December 31, 2015 , and 2014 there was $1.3 million and $2.4 million recorded for loan loss reserves, respectively. The loan loss reserve is maintained at a level deemed adequate by management based on a periodic analysis of the individual loans and is recorded within instructional costs and services in the consolidated statements of income.

Property and Equipment

Property and equipment are recognized at cost less accumulated depreciation. Depreciation is computed using the straight-line method based on estimated useful lives of the related assets as follows:



Buildings	39 years
Furniture and office equipment	3 - 7 years
Software	3 - 5 years
Vehicles	5 years

Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful lives of the assets. Upon the retirement or disposition of property and equipment, the related cost and accumulated depreciation is removed and a gain or loss is recorded in the consolidated statements of income. Repairs and maintenance costs are expensed in the period incurred.

Leases

Leases are evaluated and classified as either operating or capital leases. Leased property and equipment meeting certain criteria are capitalized, and the present value of the related lease payments is recognized as a liability on the consolidated balance sheets. Amortization of capitalized leased assets is computed on the straight-line method over the term of the lease or the life of the related asset, whichever is shorter.

If the Company receives tenant allowances from the lessor for certain improvements made to the leased property, these allowances are capitalized as leasehold improvements and a long-term liability is established. The long-term liability is amortized on a straight-line basis over the corresponding lease term. The Company records rent expense on a straight-line basis over the initial term of a lease. The difference between the rent payment and the straight-line rent expense is recorded as either a short-term or long-term liability.

The Company recognizes liabilities for exit and disposal activities on non-cancelable lease obligations at fair value in the period the liability is incurred. For the non-cancelable lease obligations, the Company records the obligation when the contract is terminated in accordance with the contract terms.

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

Impairment of Long-Lived Assets

The Company assesses potential impairment to its long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recorded if the carrying amount of the long-lived asset is not recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Any required impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds fair value and is recorded as a reduction in the carrying value of the related asset and an expense to operating results.

Goodwill and Other Intangible Assets

The Company tests goodwill and indefinite-lived intangible assets for impairment annually in the fourth quarter of each fiscal year, or more frequently if events and circumstances warrant.

The Company adopted accounting guidance which simplifies how an entity tests goodwill for impairment. The Company first assesses qualitative factors, such as deterioration in general economic conditions or negative company financial performance, to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. The Company's assessment of goodwill during the fourth quarter of fiscal 2015 indicated that it was not more likely than not that the fair value of a reporting unit is less than its carrying amount, and therefore, goodwill was not impaired. There have been no related impairment losses recognized by the Company for any periods presented. If negative qualitative indicators had been noted above, the Company would then need to assess the fair value of its reporting units to determine whether they were in excess of the carrying values.

To evaluate the impairment of the indefinite-lived intangible assets, the Company assessed the fair value of the assets to determine whether they were in excess of the carrying values. Determining the fair value of indefinite-lived intangible asset is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions are inherently uncertain, and can include such items as growth rates used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions, and a determination of appropriate market comparables. The Company's assessment of indefinite-lived intangible assets during the fourth quarter of fiscal 2015 did not result in any impairment. There have been no impairment losses for indefinite-lived intangibles recognized by the Company for any periods presented.

The Company also has definite-lived intangible assets, which primarily consist of purchased intangibles and capitalized curriculum development costs. The definite-lived intangible assets are recognized at cost less accumulated amortization. Amortization is computed using the straight-line method based on estimated useful lives of the related assets.

Revenue and Deferred Revenue

The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered or delivery has occurred, its fees or price is fixed or determinable, and collectibility is reasonably assured. The Company's revenue consists of tuition, technology fees, course digital materials and other miscellaneous fees. Tuition revenue is deferred and recognized on a straight-line basis over the applicable period of instruction net of scholarships and expected refunds, with the exception of an online student's first course per degree level at Ashford University. An online student's first course per degree level at Ashford University falls under a three -week conditional admission period in which the revenue is deferred until the student matriculates into the course.

The Company's institutions' online students generally enroll in a program that encompasses a series of five to six -week courses that are taken consecutively over the length of the program. With the exception of those students under conditional admission, the online students are billed on a payment period basis on the first day of class. The Company's institutions' campus-based students enroll in a program that encompasses a series of nine -week or 16 -week courses. Campus-based students are billed at the beginning of each term. The Company assesses collectibility at the start of a student’s payment period for the courses in that payment period (generally five courses for undergraduates and four courses for graduates).

If a student's attendance in a class precedes the receipt of cash from the student's source of funding, the Company establishes an account receivable and corresponding deferred revenue in the amount of the tuition due for that payment period. Cash received either directly from the student or from the student's source of funding reduces the balance of accounts

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

receivable due from the student. Financial aid from sources such as the federal government's Title IV programs pertains to the online student's award year and is generally divided into two disbursement periods. As such, each disbursement period may contain funding for up to four courses. Financial aid disbursements are typically received during the online student's attendance in the first or second course. Since the majority of disbursements cover more courses than for which a student is currently enrolled, the amount received in excess effectively represents a prepayment from the online student for up to four courses. At the end of each accounting period, the deferred revenue and student deposits and related account receivable balances are reduced to present amounts attributable to the current course.

Students under conditional admission are not obligated for payment until after their conditional admission period has lapsed, so there is no related refund. For all subsequent courses, the Company records a provision for expected refunds and reduces revenue for the amount that is expected to be subsequently refunded. Provisions for expected refunds have not been material to any period presented. If a student withdraws from a program prior to a specified date, a portion of such student's tuition is refunded, subject to certain state requirements that require a pro rata refund. The Company reassess collectibility throughout the period revenue is recognized by the Company's institutions, on a student-by-student basis. The Company reassesses collectibility based upon new information and changes in facts and circumstances relevant to a student's ability to pay. For example, the Company reassesses collectibility when a student drops from the institution (i.e., is no longer enrolled) and when a student attends a course that was not included in the initial assessment of collectibility at the start of a student’s payment period.

In certain cases, the Company's institutions' provide scholarships to students for various programs. Scholarships issued by the universities are recorded in association with the related specific course, term or payment period. Scholarships are generally deferred and recognized against revenue over the course term. Incentive-based scholarships, such as the Leadership Development Grant (“LDG”) and Alumni Scholarship are recognized against revenue over the period of benefit to the student.

Ashford University records revenue from technology fee on a per course charge basis. The per course technology fee revenue for Ashford University is recognized on a straight-line basis over the applicable period of instruction. University of the Rockies records revenue from technology fees as one-time start up fees charged to each new online student (other than military, scholarship students or certain corporate reimbursement students), and then recognizes that revenue ratably over the average expected enrollment of a student. The average expected enrollment of the student was estimated each quarter based upon historical duration of attendance and qualitative factors as deemed necessary.

Other miscellaneous fees include fees for course content and textbooks and other services, such as commencements, and are recognized upon delivery of the goods or when the related service is performed.

Workers Compensation

The Company records a gross liability for estimated workers compensation claims, incurred but not yet reported, as of each balance sheet date. The Company also records the gross insurance recoverable due for individual claim amounts. This is recorded as an other asset and as an equal accrued liability. The stop-loss premium is determined annually, but invoiced and paid on a quarterly basis. The related insurance premiums are expensed ratably over the coverage period.

Income Taxes

The Company accounts for its income taxes using the liability method whereby deferred tax assets and liabilities are determined based on temporary differences between the bases used for financial reporting and income tax reporting purposes. Deferred income taxes are provided based on the enacted tax rates expected to be in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for deferred tax assets if it is more-likely-than-not that the Company will not realize those tax assets through future operations.

The Company evaluates and accounts for uncertain tax positions using a two-step approach. Recognition (step one) occurs when the Company concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustained upon examination. Measurement (step two) determines the amount of benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Derecognition of a

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

tax position that was previously recognized would occur when the Company subsequently determines that a tax position no longer meets the more-likely-than-not threshold of being sustained.

Stock-Based Compensation

Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the vesting period. The Company estimates the fair value of stock options on the grant date using the Black-Scholes option pricing model. The Company estimates the fair value of its performance stock units (“PSUs”) on the grant date using a Monte Carlo simulation model. Determining the fair value of stock-based awards at the grant date under these models requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company's best estimates, but these estimates involve inherent uncertainties and the application of management judgment. The fair value of the Company's restricted stock units (“RSUs”) is based on the market price of the Company's common stock on the date of grant.

The amount of stock-based compensation expense recognized during a period is based on the portion of the awards that are ultimately expected to vest. The Company estimates award forfeitures at the time of grant and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company's equity incentive plans require that stock option awards have an exercise price that equals or exceeds the closing price of the Company's common stock on the date of grant.

Stock-based compensation expense for stock-based awards is recorded in the consolidated statement of income, net of estimated forfeitures, using the graded-vesting method over the requisite service periods of the respective stock awards. The requisite service period is generally the period over which an employee is required to provide service to the Company in exchange for the award.

Instructional Costs and Services

Instructional costs and services consist primarily of costs related to the administration and delivery of the Company's educational programs. These expenses include compensation for campus-based faculty and administrative personnel, costs associated with online faculty, curriculum and new program development costs, financial aid processing costs, technology license costs, bad debt expense and costs associated with other support groups that provide services directly to the students. Instructional costs and services also include an allocation of information technology, facility, depreciation and amortization costs.

Admissions Advisory and Marketing

Admissions advisory and marketing costs include compensation of personnel engaged in marketing and recruitment, as well as costs associated with purchasing leads and producing marketing materials. Such costs are generally affected by the cost of advertising media and leads, the efficiency of the Company's marketing and recruiting efforts, compensation for the Company's enrollment personnel and expenditures on advertising initiatives for new and existing academic programs. Admissions advisory and marketing costs also include an allocation of information technology, facility, depreciation and amortization costs.

Advertising costs, a subset of admissions advisory and marketing costs, consists primarily of marketing leads and other branding and promotional activities. These advertising activities are expensed as incurred, or the first time the advertising takes place, depending on the type of advertising activity. Advertising costs were $68.4 million , $89.0 million and $76.5 million for the years ended December 31, 2015 , 2014 and 2013 , respectively.

General and Administrative

General and administrative expenses include compensation of employees engaged in corporate management, finance, human resources, compliance and other corporate functions. General and administrative expenses also include professional services fees, travel and entertainment expenses and an allocation of information technology, facility, depreciation and amortization costs.

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

Restructuring and Impairment Charges

Restructuring and impairment charges are primarily comprised of i) charges related to the write off of certain fixed assets and assets abandoned, ii) student transfer agreement costs, iii) severance costs related to headcount reductions made in connection with restructuring plans, iv) estimated lease losses related to facilities vacated or consolidated under restructuring plans, and v) the impairment of capitalized software costs.

Earnings Per Share

Basic earnings per common share is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per common share is calculated by dividing net income available to common stockholders by the sum of (i) the weighted average number of common shares outstanding during the period and (ii) potentially dilutive securities outstanding during the period, if the effect is dilutive. Potentially dilutive common shares consist of incremental shares of common stock issuable upon the exercise of the stock options and warrants and upon the settlement of RSUs and PSUs.

Segment Information

The Company operates in one reportable segment as a single educational delivery operation using a core infrastructure that serves the curriculum and educational delivery needs of both its campus-based and online students regardless of geography. The Company's chief operating decision maker, its CEO and President, manages the Company's operations as a whole, and no revenue, expense or operating income information is evaluated by the chief operating decision maker on any component level.

Comprehensive Income

Comprehensive income consists of net income and other gains and losses affecting stockholders’ equity that, under GAAP, are excluded from net income. For the year ended December 31, 2015 , such items consisted of unrealized gains and losses on investments. The following table summarizes the components of other comprehensive gain (loss) and the related tax effects for the years ended December 31, 2015 , 2014 and 2013 (in thousands):



	December 31, 2015
	Before-Tax Amount			Tax Effect			Net-of-Tax Amount
Unrealized gains on investments	$	125		$	(49	)	$	76

	December 31, 2014
	Before-Tax Amount			Tax Effect			Net-of-Tax Amount
Unrealized losses on investments	$	(359	)	$	136		$	(223	)

	December 31, 2013
	Before-Tax Amount			Tax Effect			Net-of-Tax Amount
Unrealized losses on investments	$	(280	)	$	106		(174		)

The Company reclassified an immaterial amount out of other comprehensive income for each of the years ended December 31, 2014 and 2013, respectively, relating to the net realized gain on the sale of securities. There was no such reclassification during the year ended December 31, 2015 .

Recent Accounting Pronouncements

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This standard can be adopted using one of two retrospective application methods. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606), Deferral of the Effective Date, which defers the effective date of ASU 2014-09 by one year, to fiscal years beginning after December 15, 2017. The Company continues to evaluate the impacts, if any, the adoption of ASU 2014-09 and ASU 2015-14 will have on the Company's financial position or results of operations.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The amendments are effective for periods ending after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company adopted ASU 2014-15 effective January 1, 2015, and the adoption did not have a material effect on its consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, Income Statement—Extraordinary and Unusual Items (Subtopic 225-20). This update simplifies the income statement presentation requirements and eliminates from GAAP the concept of extraordinary items, and essentially deletes the requirements in Subtopic 225-20. However, the presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The amendments may be applied prospectively, or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company adopted ASU 2015-01 effective April 1, 2015. The adoption of ASU 2015-01 does not have a material effect on the Company’s consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740) . The amendments in this Update are intended to simplify the presentation of deferred income taxes, by requiring that deferred income tax liabilities and assets be classified as noncurrent in a classified statement of financial position. Prior to this amendment, Topic 740, Income Taxes, requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. Deferred tax liabilities and assets are classified as current or noncurrent based on the classification of the related asset or liability for financial reporting. Deferred tax liabilities and assets that are not related to an asset or liability for financial reporting are classified according to the expected reversal date of the temporary difference. The amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. The Company adopted the guidance prospectively as of December 31, 2015 and all current deferred tax assets have been classified as noncurrent as of that date.

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

right-of-use asset, representing the lessee’s right to use, or control the use of, a specified asset for the lease term. The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a 'modified retrospective' transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. The Company is assessing the impact of adopting ASU 2016-02, but expects it to have a material effect on the Company's consolidated financial statements.

3. Restructuring and Impairment Charges

During the three year period ended December 31, 2015 , the Company initiated various restructuring plans to better align its resources with its business strategy. The related restructuring charges are primarily comprised of (i) charges related to the write off of certain fixed assets and assets abandoned, (ii) student transfer agreement costs, (iii) severance costs related to headcount reductions made in connection with restructuring plans, (iv) estimated lease losses related to facilities vacated or consolidated under restructuring plans, and (v) the impairment of capitalized software costs. These charges were recorded in the restructuring and impairment charges line item on the Company's consolidated statements of income.

On July 7, 2015, the Company committed to the implementation of a plan to close Ashford University's campus in Clinton, Iowa (the “Clinton Campus”) following the 2015-2016 academic year, at the end of May 2016. The Ashford University Board of Trustees made the decision to close the Clinton Campus following an ongoing review of the University's strategic direction and as a result of the University's inability to meet campus enrollment requirements despite its best efforts to continue maintaining and operating the Clinton Campus. The closure of the Clinton Campus is intended to realign the Company's operations to focus on its core mission of leveraging technology to create innovative solutions that advance learning. As this closure of the Clinton Campus does not meet the criteria for discontinued operations under ASC 360, Property, Plant and Equipment , the results of operations are reported within continuing operations for all periods presented. On December 22, 2015, the Company entered into a Purchase Agreement and Escrow Instructions with Clinton Catalyst, LLC (“Catalyst”) pursuant to which the Company agreed to sell the Clinton Campus to Catalyst for $1.6 million . Simultaneously with the closing of the sale on December 29, 2015, the Company entered into a Lease Agreement with Catalyst pursuant to which the Company is leasing the Clinton Campus from Catalyst through December 31, 2016.

Primarily as a result of the planned closure of the Clinton Campus, during the year ended December 31, 2015, the Company recognized asset impairment charges of $43.3 million relating to the write-off of certain fixed assets. During the years ended December 31, 2014 and 2013, the Company recognized impairment charges of $4.6 million and $0.7 million , respectively, relating to the write-off of certain fixed assets.

With the planned closure of the Clinton Campus, ground-based Ashford University students will be provided opportunities to complete their degrees based upon their respective transfer agreements. The Company recorded restructuring charges relating to future cash expenditures for student transfer agreement costs of approximately $3.3 million during the year ended December 31, 2015. This estimate is based upon several assumptions that are subject to change, including student decisions regarding transfer. There was no such charge in years prior to the year ended December 31, 2015.

In recent years, the Company has implemented reductions in force to help better align personnel resources with the decline in enrollment. During the year ended December 31, 2015, the Company recognized $4.7 million as restructuring charges related to severance costs for wages and benefits resulting from the reductions in force. We anticipate these costs will be paid out by the end of the first quarter of 2016 from existing cash on hand. During the years ended December 31, 2014 and 2013, the Company recognized $3.6 million and $5.9 million , respectively, as restructuring charges related to severance costs for wages and benefits resulting from the reductions in force.

During the fourth quarter of 2014, the Company terminated a software development program for internal operations due to a change in the Company's operating plan. As a result, the Company recorded an asset impairment charge of $2.2 million during the year ended December 31, 2014 for previously capitalized software costs.

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

As part of its continued efforts to streamline operations, the Company vacated or consolidated properties in Denver and San Diego, and reassessed its obligations on non-cancelable leases. The fair value estimate of these non-cancelable leases is based on the contractual lease costs over the remaining term, partially offset by estimated future sublease rental income. The estimated rental income considers subleases the Company has executed or expects to execute, current commercial real estate market data and conditions, comparable transaction data and qualitative factors specific to the related facilities. For the year ended December 31, 2015, the Company recorded $17.0 million for lease exit costs, primarily related to properties in Denver and San Diego. For the years ended December 31, 2014 and 2013 the Company recorded $6.5 million and $0.3 million , respectively, for lease exit costs, primarily related to properties in Denver and San Diego.

The following table summarizes the amounts recorded in the restructuring and impairment charges line item on the Company's consolidated statements of income for each of the periods presented (in thousands):



	Year Ended December 31,
	2015		2014		2013
Asset impairment	$	43,328	$	4,566	$	748
Student transfer agreement costs	3,264		—		—
Severance costs	4,717		3,560		5,914
Lease exit and other costs	17,047		6,470		328
Capitalized software costs	—		2,232		—
Total restructuring and impairment charges	$	68,356	$	16,828	$	6,990

The following table summarizes the changes in the Company's restructuring liability by type during the three-year period ended December 31, 2015 (in thousands):



	Asset Impairment			Student Transfer Agreement Costs			Severance Costs			Lease Exit and Other Costs			Capitalized Software Costs			Total
Balance at December 31, 2012	$	—		$	—		$	—		$	—		$	—		$	—
Restructuring and impairment charges	748			—			5,914			328			—			6,990
Payments	—			—			(5,914		)	—			—			(5,914		)
Non-cash transaction	(748		)	—			—			—			—			(748		)
Balance at December 31, 2013	—			—			—			328			—			328
Restructuring and impairment charges	4,566			—			3,560			6,470			2,232			16,828
Payments	—			—			(2,700		)	(218		)	—			(2,918		)
Non-cash transaction	(4,566		)	—			—			—			(2,232		)	(6,798		)
Balance at December 31, 2014	—			—			860			6,580			—			7,440
Restructuring and impairment charges	43,328			3,264			4,717			17,047			—			68,356
Payments	—			(40		)	(3,833		)	(9,706		)	—			(13,579		)
Non-cash transaction	(43,328		)	—			—			—			—			(43,328		)
Balance at December 31, 2015	$	—		$	3,224		$	1,744		$	13,921		$	—		$	18,889

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

4. Investments

The following table summarizes the fair value information of short and long-term investments as of December 31, 2015 and 2014 , respectively (in thousands):



	December 31, 2015
	Level 1		Level 2		Level 3		Total
Mutual funds	$	1,314	$	—	$	—	$	1,314
Corporate notes and bonds	—		40,843		—		40,843
Certificates of deposit	—		25,000		—		25,000
Total	$	1,314	$	65,843	$	—	$	67,157



	December 31, 2014
	Level 1		Level 2		Level 3		Total
Mutual funds	$	1,071	$	—	$	—	$	1,071
Corporate notes and bonds	—		62,550		—		62,550
U.S. government and agency securities	—		34,987		—		34,987
Certificates of deposit	—		25,000		—		25,000
Total	$	1,071	$	122,537	$	—	$	123,608

The tables above include amounts related to investments classified as other investments, such as certificates of deposit, which are carried at amortized cost. The amortized cost of such investments approximated fair value at each balance sheet date. The assumptions used in these fair value estimates are considered as other observable inputs and are therefore categorized as Level 2 measurements under the accounting guidance. The Company's Level 2 investments are valued using readily available pricing sources that utilize market observable inputs, including the current interest rate for similar types of instruments. There was one transfer from Level 2 into Level 1 during the year ended 2014, as a result of the Company evaluating the related mutual funds as having readily observable market prices.

The following table summarizes the differences between amortized cost and fair value of short and long-term investments as of December 31, 2015 and 2014 , respectively (in thousands):



	December 31, 2015
				Gross unrealized
	Maturities	Amortized Cost		Gain		Loss			Fair Value
Short-term
Corporate notes and bonds	1 year or less	18,113		—		(40		)	18,073
Long-term
Corporate notes and bonds	3 years or less	22,887		—		(117		)	22,770
Certificates of deposit	3 years or less	25,000		—		—			25,000
Total		$	66,000	$	—	$	(157	)	$	65,843

The above table does not include $1.3 million for mutual funds for December 31, 2015 , which are recorded as trading securities.

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)



	December 31, 2014
				Gross unrealized
	Maturities	Amortized Cost		Gain		Loss			Fair Value
Short-term
Corporate notes and bonds	1 year or less	$	10,947	$	33	$	—		$	10,980
Long-term
Corporate notes and bonds	3 years or less	51,874		—		(304		)	51,570
U.S. government and agency securities	3 years or less	35,000		—		(13		)	34,987
Certificate of deposit	3 years or less	25,000		—		—			25,000
Total		$	122,821	$	33	$	(317	)	$	122,537

The above table does not include $1.1 million for mutual funds for December 31, 2014 , which are recorded as trading securities.

As of December 31, 2015 , there were ten investments that were in an unrealized loss position for less than 12 months. There were no investments that were in an unrealized loss position for greater than 12 months. There was no impairment considered other-than-temporary, as it is more likely than not the Company will hold the securities until maturity or a recovery of the cost basis. The Company accumulates unrealized gains and losses on the available-for-sale debt securities, net of tax, in accumulated other comprehensive gain (loss) in the stockholders’ equity section of the Company's balance sheets. As of December 31, 2014 , there were no investments that were in an unrealized loss position for either less than or greater than 12 months.

5. Accounts Receivable

Accounts receivable, net, consist of the following (in thousands):



	As of December 31,
	2015		2014
Accounts receivable	$	34,205	$	48,841
Less allowance for doubtful accounts	10,114		27,567
Accounts receivable, net	$	24,091	$	21,274

There are an immaterial amount of accounts receivable at each balance sheet date with a payment due date of greater than one year.

The following table presents the changes in the allowance for doubtful accounts for accounts receivable for the periods indicated (in thousands):



	Beginning Balance		Charged to Expense		Deductions(1)			Ending Balance
Allowance for doubtful accounts receivable:
For the year ended December 31, 2015	$	27,567	$	29,782	$	(47,235	)	$	10,114
For the year ended December 31, 2014	26,901		27,853		(27,187		)	27,567
For the year ended December 31, 2013	31,466		46,851		(51,416		)	26,901


(1)	Deductions represent accounts written off, net of recoveries.

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

6. Student Loans Receivable

Student loans receivable, net, consist of the following (in thousands):



	As of December 31,
Short-term:	2015		2014
Student loans receivable (non-tuition related)	$	310	$	509
Student loans receivable (tuition related)	555		626
Current student loans receivable	865		1,135
Less allowance for doubtful accounts	90		132
Student loans receivable, net	$	775	$	1,003

	As of December 31,
Long-term:	2015		2014
Student loans receivable (non-tuition related)	$	3,314	$	4,805
Student loans receivable (tuition related)	4,943		6,068
Non-current student loans receivable	8,257		10,873
Less allowance for doubtful accounts	863		1,363
Student loans receivable, net	$	7,394	$	9,510

Student loans receivable is presented net of any related discount, and the balances approximated fair value at each balance sheet date. The Company estimates the fair value of the student loans receivable by discounting the future cash flows using an interest rate of 4.5% , which approximates the interest rates used in similar arrangements. The assumptions used in this estimate are considered unobservable inputs and are therefore categorized as Level 3 measurements under the accounting guidance.

The following table presents the changes in the allowance for doubtful accounts for student loans receivable (tuition related) for the periods indicated (in thousands):



	Beginning Balance		Charged to Expense		Deductions(1)			Ending Balance
Allowance for doubtful student loans receivable:
For the year ended December 31, 2015	$	1,495	$	81	$	(623	)	$	953
For the year ended December 31, 2014	2,144		331		(980		)	1,495
For the year ended December 31, 2013	1,895		268		(19		)	2,144


(1)	Deductions represent accounts written off, net of recoveries.

For the non-tuition related student loans receivable, the Company monitors the credit quality using credit scores, aging history and delinquency trending. The loan reserve methodology is reviewed on a quarterly basis. Delinquency is the main factor in determining if a loan is impaired. If a loan were determined to be impaired, interest would no longer accrue. For the years ended December 31, 2015 , December 31, 2014 and December 31, 2013 , there was $1.3 million , $2.4 million and $2.0 million of loans that were impaired, respectively. As of December 31, 2015 , $0.4 million of loans had been placed on non-accrual status.

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

As of December 31, 2015 , the repayment status of gross student loans receivable was as follows (in thousands):



Less than 120 days	$	10,865
From 120 - 269 days	351
Greater than 270 days	740
Total gross student loans receivable	11,956
Less: Amounts reserved or impaired	(1,398		)
Less: Discount on student loans receivable	(2,389		)
Total student loans receivable, net	$	8,169

7. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):



	As of December 31,
	2015		2014
Prepaid expenses	$	7,005	$	8,500
Prepaid licenses	5,221		5,598
Prepaid income taxes	—		2,945
Income tax receivable	20,169		—
Prepaid insurance	1,619		1,508
Insurance recoverable	16,659		1,440
Interest receivable	299		424
Other current assets	1,220		2,403
Total prepaid expenses and other current assets	$	52,192	$	22,818

8. Property and Equipment, Net

Property and equipment, net, consist of the following (in thousands):



	As of December 31,
	2015			2014
Land	$	—		$	7,091
Buildings	—			29,540
Furniture and office equipment	63,354			81,030
Software	12,605			12,454
Leasehold improvements	11,136			21,096
Vehicles	22			147
Total property and equipment	87,117			151,358
Less accumulated depreciation and amortization	(65,375		)	(73,139		)
Total property and equipment, net	$	21,742		$	78,219

Included in the table above is $4.1 million as of December 31, 2015, which represents equipment sold and subsequently leased-back by the Company prior to December 31, 2015. These amounts are classified as financing activities on the Consolidated Statements of Cash Flows as “Proceeds from failed sale-leaseback transaction.”

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

Depreciation and amortization expense associated with property and equipment totaled $ 13.9 million , $ 17.6 million and $ 18.2 million for the years ended December 31, 2015 , 2014 and 2013 , respectively.

9. Goodwill and Intangibles, Net

Goodwill and intangibles, net, consist of the following (in thousands):



	December 31, 2015
Definite-lived intangible assets:	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Capitalized curriculum costs	$	20,323	$	(13,954	)	$	6,369
Purchased intangible assets	15,850		(3,521		)	12,329
Total definite-lived intangible assets	$	36,173	$	(17,475	)	$	18,698
Goodwill and indefinite-lived intangibles						2,567
Total goodwill and intangibles, net						$	21,265

	December 31, 2014
Definite-lived intangible assets:	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Capitalized curriculum costs	$	18,174	$	(9,526	)	$	8,648
Purchased intangible assets	15,850		(2,290		)	13,560
Total definite-lived intangible assets	$	34,024	$	(11,816	)	$	22,208
Goodwill and indefinite-lived intangibles						2,567
Total goodwill and intangibles, net						$	24,775

Goodwill and indefinite lived-intangibles includes the goodwill resulting from prior period acquisitions and the indefinite lived-intangibles attributable to the accreditation of the Company's institutions.

In October 2013, the Company entered into an agreement (the “Forbes Agreement”) to license certain trademarks and print and online content, as well as other intellectual property, for use in Ashford University's bachelor’s and master’s business programs. The Forbes Agreement has an initial 12 -year term, with an option to renew. During the fourth quarter of 2013, the Company made a payment of $15 million , that was recorded as an intangible asset, and which will be amortized over the life of the Forbes Agreement. The Company began paying royalties in 2014, based on a percentage of annual revenues attributable to Ashford University’s business-related programs, subject to a $2.5 million annual minimum which is recorded within instructional costs and services on the income statement. The Company does not plan to capitalize any future costs to renew or extend the term of the acquired intangible assets.

For the years ended December 31, 2015 , 2014 and 2013 , amortization expense was $5.7 million , $5.7 million and $3.4 million , respectively. The following table summarizes the estimated remaining amortization expense as of each fiscal year ended below (in thousands):



Year Ended December 31,
2016	$	4,671
2017	3,183
2018	2,104
2019	1,342
2020	1,232
Thereafter	6,166
Total future amortization expense	$	18,698

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

10. Accrued Liabilities

Accrued liabilities consist of the following (in thousands):



	As of December 31,
	2015		2014
Accrued salaries and wages	$	10,476	$	8,250
Accrued bonus	4,295		2,720
Accrued vacation	9,628		9,771
Accrued litigation and fees	720		542
Accrued expenses	17,227		18,223
Rent liability	13,406		8,528
Accrued insurance liability	18,666		2,920
Accrued income taxes payable	16		449
Total accrued liabilities	$	74,434	$	51,403

11. Deferred Revenue and Student Deposits

Deferred revenue and student deposits consist of the following (in thousands):



	As of December 31,
	2015		2014
Deferred revenue	$	23,311	$	26,445
Student deposits	65,445		81,603
Total deferred revenue and student deposits	$	88,756	$	108,048

12. Other Long-Term Liabilities

Other long-term liabilities consist of the following (in thousands):



	As of December 31,
	2015		2014
Uncertain tax positions	$	7,870	$	7,586
Legal settlements	178		1,000
Other long-term liabilities	6,998		1,066
Total other long term liabilities	$	15,046	$	9,652

13 . Credit Facilities

The Company previously had a $50 million revolving line of credit (the “Facility”) pursuant to an Amended and Restated Revolving Credit Agreement (the “Revolving Credit Agreement”) with the lenders signatory thereto and Comerica Bank (“Comerica”). The Facility had an original term of three years and expired on April 13, 2015. Up through the date of expiration of the Facility, the Company had no borrowings outstanding under the Facility.

Under the Revolving Credit Agreement and the documents executed in connection therewith (collectively, the “Facility Loan Documents”), the lenders agreed to make loans to the Company and issue letters of credit on the Company's behalf, subject to specific terms and conditions. The Company had previously used the availability under the Facility to issue letters of

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

credit, but subsequent to the expiration of the Facility, the Company collateralized the letters of credit with cash, which is included as restricted cash as of December 31, 2015 .

Interest and fees accruing under the Facility were payable quarterly in arrears and principal was payable at maturity. For any advance under the Facility, interest would accrue at either the “Base Rate” or the “Eurodollar-based Rate” at the Company's option.

The Facility Loan Documents contained other customary affirmative, negative and financial maintenance covenants, representations and warranties, events of default, and remedies upon an event of default, including the acceleration of debt and the right to foreclose on the collateral securing the Facility. Up through the date of expiration of the Facility, the Company had no outstanding financial covenants in the Facility Loan Documents.

Surety Bond Facility

As part of its normal business operations, the Company is required to provide surety bonds in certain states in which the Company does business. As of December 31, 2015 , the Company's total available surety bond facility was $12.0 million and the surety had issued bonds under the facility totaling $3.7 million on the Company's behalf.

14. Lease Obligations

Operating leases

The Company leases certain office facilities and office equipment under non-cancelable lease arrangements that expire at various dates through 2023. The office leases contain certain renewal options. Rent expense under non-cancelable operating lease arrangements is accounted for on a straight-line basis and totaled $38.5 million , $42.2 million and $37.1 million for the years ended December 31, 2015 , 2014 and 2013 , respectively.

The following table summarizes the future minimum rental payments under non-cancelable operating lease arrangements in effect at December 31, 2015 (in thousands):



Year Ended December 31,
2016	$	36,655
2017	36,127
2018	31,445
2019	20,876
2020	9,546
Thereafter	7,148
Total minimum payments	$	141,797

The Company has signed certain agreements to sub-lease portions of its office facilities, with two active subleases as of December 31, 2015 . The Company is subleasing approximately 13,000 square feet of office space in San Diego, California with a commitment to lease for 17 months for $0.4 million . This sublease has a 90-day periodic term, which renews automatically every 90 days but can be canceled by either party. In addition, the Company is subleasing approximately 35,000 square feet of office space in Denver, Colorado with a commitment to lease for 35 months and a net sublease value of $3.2 million .

15. Earnings Per Share

Basic earnings per common share is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period.

Diluted earnings per common share is calculated by dividing net income available to common stockholders by the sum of (i) the weighted average number of common shares outstanding for the period and (ii) potentially dilutive securities outstanding during the period, if the effect is dilutive. Potentially dilutive securities for the periods presented may include incremental shares of common stock issuable upon the exercise of stock options and warrants and upon the settlement of RSUs and PSUs.

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

The following table sets forth the computation of basic and diluted earnings per common share for the periods indicated (in thousands, except per share data):



	Year Ended December 31,
	2015			2014		2013
Numerator:
Net income (loss)	$	(70,454	)	$	9,668	$	45,883
Denominator:
Weighted average number of common shares outstanding	45,665			45,204		53,923
Effect of dilutive options and restricted stock units	—			1,308		1,482
Effect of dilutive warrants	—			—		82
Diluted weighted average number of common shares outstanding	45,665			46,512		55,487
Earnings per common share:
Basic earnings per common share	$	(1.54	)	$	0.21	$	0.85
Diluted earnings per common share	(1.54		)	0.21		0.83

For the periods indicated below, the computation of dilutive common shares outstanding excludes stock options and RSUs, as applicable, because their effect was anti-dilutive.



	Year Ended December 31,
(in thousands)	2015	2014	2013
Options	5,063	2,660	3,004
Restricted stock units	762	—	3

16 . Stock-Based Compensation

The Company recorded $9.7 million , $10.6 million and $13.9 million of compensation expense related to equity awards for the years ended December 31, 2015 , 2014 and 2013 , respectively. The related income tax benefit was $3.6 million , $4.0 million and $5.2 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. The Company records stock-based compensation expense over the vesting term using the graded-vesting method.

Stock Options

The Company grants stock options from its 2009 Stock Incentive Plan (the “2009 Plan”). The compensation committee of the Company's board of directors, or the full board of directors, determines eligibility, vesting schedules and exercise prices for stock options granted under the 2009 Plan. Stock options granted under the 2009 Plan typically have a maximum contractual term of 10 years , subject to the option holder's continuing service to the Company. Stock options are generally granted with a four -year vesting requirement, pursuant to which the option holder must continue providing service to the Company at each vesting date. All stock options granted in 2015 , 2014 and 2013 , were awarded pursuant to the 2009 Plan. Under the 2009 Plan, the number of authorized shares is subject to automatic increase each January 1 through and including January 1, 2019, pursuant to a formula contained in the 2009 Plan, without the need for further approval by the Company's board of directors or stockholders.

Before the adoption of the 2009 Plan, the Company awarded stock options pursuant to the Company's Amended and Restated 2005 Stock Incentive Plan (the “2005 Plan”). Effective upon the closing of the Company's initial public offering, the 2005 Plan was terminated and no further stock options may be issued under the 2005 Plan, provided that all stock options then outstanding under the 2005 Plan will continue to remain outstanding pursuant to the terms of the 2005 Plan and the applicable award agreements.

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

The following table presents a summary of stock option activity in 2015 , 2014 and 2013 (in thousands, except for exercise prices and contractual terms):



	Options Outstanding		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
December 31, 2012	6,412		$	14.17	7.21	$	9,010
Granted	483		10.23
Exercised	(1,060	)	9.87
Forfeitures and expired	(345	)	20.65
December 31, 2013	5,490		14.25		6.52	$	28,769
Granted	403		14.35
Exercised	(388	)	8.01
Forfeitures and expired	(337	)	21.43
December 31, 2014	5,168		14.26		5.73	$	7,732
Granted	454		9.44
Exercised	(206	)	1.38
Forfeitures and expired	(764	)	18.15
December 31, 2015	4,653		$	13.72	4.84	$	2,556
Vested and expected to vest at December 31, 2015	4,597		$	13.75	4.79	$	2,556
Exercisable at December 31, 2015	3,904		$	14.07	4.15	$	2,556

As of December 31, 2015 , the Company has 7.5 million shares of common stock reserved for issuance upon the exercise of stock options and settlement of outstanding stock awards under the Company's equity incentive plans. Shares issued upon stock option exercises and settlements of stock awards are drawn from the authorized but unissued shares of common stock.

During the year ended December 31, 2015 , there were 0.2 million stock options exercised with an intrinsic value of $1.6 million . The windfall tax benefit realized from these exercises was $0.5 million . The Company also recognized a tax benefit shortfall of $0.1 million related to stock options exercised at values lower than the related compensation expense, and of $0.8 million related to stock options that expired unexercised during the year. During the year ended December 31, 2014 , there were 0.4 million stock options exercised with an intrinsic value of $3.3 million . The windfall tax benefit realized from these exercises was $0.7 million . The Company also recognized a tax benefit shortfall of $0.1 million related to stock options exercised at values lower than the related compensation expense, and $0.8 million related to stock options that expired unexercised during the year. During the year ended December 31, 2013 , there were 1.1 million stock options exercised with an intrinsic value of $9.4 million . The windfall tax benefit realized from these exercises was $2.1 million . The Company also recognized a tax benefit shortfall of $0.6 million related to stock options exercised at values lower than the related compensation expense, and $0.5 million related to stock options that expired unexercised during the year.

During the years ended December 31, 2015 and 2014 , approximately 583,000 and 203,000 stock options expired, respectively.

The fair value of each option award granted during the years ended December 31, 2015 , 2014 and 2013 , was estimated on the date of grant using the Black-Scholes option pricing model. The Company's determination of the fair value of share-based awards is affected by the Company's common stock price as well as assumptions regarding a number of complex and subjective variables. Below is a summary of the assumptions used for the stock options granted in the years indicated.

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)



	2015			2014			2013
Weighted average exercise price per share	$	9.44		$	14.35		$	10.23
Risk-free interest rate	1.6		%	2.0		%	1.0		%
Expected dividend yield	—			—			—
Expected volatility	50.7		%	55.1		%	58.9		%
Expected life (in years)	5.75			5.75			5.85
Forfeiture rate	7.0		%	6.0		%	5.0		%
Weighted average grant date fair value per share	$	4.52		$	7.43		$	5.48

The risk-free interest rate is based on the currently available rate on a U.S. Treasury zero-coupon issue with a remaining term equal to the expected term of the stock option converted into a continuously compounded rate. The Company has never declared or paid any cash dividends on its common stock and does not currently anticipate paying cash dividends in the future. The Company has enough historical option exercise information to compute an expected term for use as an assumption in the Black-Scholes option pricing model, and as such, its computation of expected term was calculated using its own historical data. The volatility of the Company's common stock is also based upon its own historical volatility.

As of December 31, 2015 , 2014 and 2013 , there was $1.7 million , $3.2 million and $5.6 million , respectively, of unrecognized compensation costs related to unvested stock options.

At December 31, 2015 , the unrecognized compensation costs of stock options are expected to be recognized over a weighted average period of 1.10 years.

Stock Awards

The Company also grants RSUs to its employees under the 2009 Plan. Each RSU represents a future issuance of one share of common stock contingent upon the recipient's continued service to the Company through the vesting date. Upon the vesting date, RSUs are automatically settled for shares of the Company's common stock unless the applicable award agreement provides for delayed settlement. If, prior to the vesting date, the employee's status as a full-time employee is terminated, then the RSU is automatically canceled on the employment termination date, unless otherwise specified in an employee's individual employment agreement. The fair value of an RSU is calculated based on the market value of the common stock on the grant date and is amortized over the applicable vesting period using the graded-vesting method.

The Company has also granted PSUs under the 2009 Plan to certain individuals. The total amount of PSUs granted is comprised of certain shares that will vest contingent upon a market-based measure, the Company's stock price, and certain shares that will vest contingent upon a performance-based measure, the Company's diluted earnings per share.

Each PSU represents a future issuance of one share of common stock contingent upon achieving certain performance measures and the recipient's continued service to the Company through the vesting date. The PSUs are subject to cliff vesting equally over four years at the end of each annual service period upon meeting the performance-based and/or market-based measures applicable to such service period. Upon the vesting date, PSUs are automatically settled for shares of the Company's common stock unless the applicable award agreement provides for delayed settlement. If, prior to the vesting date, the employee's status as a full-time employee is terminated, then the PSU is automatically canceled on the employment termination date, unless otherwise specified in an employee's individual employment agreement.

The fair value of the PSU awards on the grant date was $5.3 million . PSUs are amortized over the applicable vesting period using the graded-vesting method. The fair value of the performance-based portion of the PSU awards was based on the Company's stock price as of the date the target was approved by the Company's board of directors. Compensation cost for the portion of the PSUs with a performance-based measure is recorded based on the probable outcome of the performance conditions associated with the respective shares, as determined by management. The fair value of the market-based measure portion of the PSU awards was estimated based on the Company's stock price as of the date of grant using a Monte Carlo simulation model.

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

The assumptions for the market-based portion of the PSUs granted are noted in the following table:



	2015
Grant price per share	$	9.46
Risk-free interest rate	0.7		%
Expected dividend yield	—
Historical volatility	50.0		%
Expected life (in years)	4.0
Forfeiture rate	7.0		%
Weighted average grant date fair value per share	$	4.04

A summary of the RSU and PSU activity and related information is as follows:



	Restricted Stock Units and Performance Stock Units
	Time Based RSU				Performance-Based PSU				Market-Based PSU
	Number of Shares		Weighted Average Purchase Price		Number of Shares		Weighted Average Purchase Price		Number of Shares		Weighted Average Purchase Price
Balance at December 31, 2012	362,199		$	9.72	—		$	—	—		$	—
Awarded	1,016,035		10.50		—		—		—		—
Vested	(181,104	)	9.72		—		—		—		—
Canceled	(98,613	)	10.39		—		—		—		—
Balance at December 31, 2013	1,098,517		10.38		—		—		—		—
Awarded	786,250		14.33		—		—		975,295		5.39
Vested	(393,106	)	10.15		—		—		—		—
Canceled	(212,572	)	11.89		—		—		—		—
Balance at December 31, 2014	1,279,089		12.63		—		—		975,295		5.39
Awarded	983,473		9.33		455,765		9.86		229,017		4.04
Vested	(353,126	)	12.34		—		—		—		—
Canceled	(519,425	)	11.51		(96,621	)	9.86		(238,084	)	5.21
Balance at December 31, 2015	1,390,011		$	10.78	359,144		$	9.86	966,228		$	5.11

As of December 31, 2015 and 2014 , there was $6.9 million and $8.5 million , respectively, of unrecognized compensation costs related to unvested RSUs. The unrecognized compensation costs of RSUs are expected to be recognized over a weighted average period of 1.4 years.

During the year ended December 31, 2015 , 0.4 million RSUs vested and were released with a market value of $3.3 million . The tax benefit shortfall realized from the RSUs released was $0.4 million . During the year ended December 31, 2014 , 0.4 million RSUs vested and were released with a market value of $5.3 million . The actual tax benefit windfall realized from the RSUs released was $0.5 million . During the year ended December 31, 2013 , 0.2 million RSUs vested and were released with a market value of $3.0 million . The actual tax benefit windfall realized from the RSUs released was $0.5 million .

As of December 31, 2015 , there was $4.0 million of unrecognized compensation costs related to unvested PSUs. The unrecognized compensation costs of PSUs are expected to be recognized over a weighted average period of 1.7 years, to the extent the performance criteria is met. There were no PSUs which vested during 2014, and no PSUs granted in 2013.

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

17 . Stock Repurchase Programs

The Company's board of directors has authorized the Company to repurchase outstanding shares of its common stock from time to time in the open market through block trades or otherwise depending on market conditions and other considerations, pursuant to the applicable rules of the Securities and Exchange Commission (the “SEC”). The Company's policy is to retain these repurchased shares as treasury shares and not to retire them. The amount and timing of future share repurchases, if any, will be made as market and business conditions warrant.

On November 10, 2013, a special committee of the Company's board of directors approved a plan to purchase up to 10.25 million shares of the Company's common stock through a tender offer. The tender offer commenced on November 13, 2013 and expired on December 11, 2013. On December 18, 2013, the Company repurchased shares of its common stock through the tender offer at a price of $19.50 per share. The tender offer was oversubscribed, resulting in the purchase of 10.2 million shares, including 0.2 million shares underlying previously unexercised stock options, for a total cost of $199.9 million , exclusive of fees. The repurchased shares were added to treasury stock. We did not repurchase any shares of our common stock in the either 2014 or 2015.

18. Income Taxes

The Company uses the asset and liability method to account for taxes. Under this method, deferred income tax assets and liabilities result from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in income and deductions in future years. The components of income tax expense are as follows (in thousands):



	Year Ended December 31,
	2015			2014			2013
Current:
Federal	$	(10,370	)	$	12,686		$	29,456
State	(309		)	1,937			3,168
	(10,679		)	14,623			32,624
Deferred:
Federal	33,482			(6,216		)	(5,952		)
State	7,462			(880		)	(1,010		)
	40,944			(7,096		)	(6,962		)
Total	$	30,265		$	7,527		$	25,662

Each reporting period, the Company assesses the likelihood that it will be able to recover its deferred tax assets, which represent timing differences in the recognition of certain tax deductions for accounting and tax purposes. The realization of deferred tax assets is dependent, in part, upon future taxable income. Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, the Company considers all available evidence, including past operating results, estimates of future taxable income given current business conditions affecting the Company, and the feasibility of ongoing tax planning strategies.

In the third quarter of 2015, there were several pieces of negative evidence that contributed to the Company’s conclusion that a valuation allowance was appropriate against all deferred tax assets that rely upon future taxable income for realization. This negative evidence included (i) a significant third quarter pre-tax loss, (ii) projections that showed the Company would be in a three-year cumulative loss position by 2016 and (iii) the continued difficult business and regulatory environment surrounding for-profit education institutions. After weighing all positive and negative evidence, the Company concluded it could not rely upon future taxable income to support realizability of deferred tax assets and, therefore, recorded a valuation allowance against the deferred tax assets that rely on future taxable income in the third quarter of 2015. As of December 31, 2015, the Company continues to record a valuation allowance against the deferred tax assets. The Company intends to maintain a valuation allowance against its deferred tax assets until sufficient positive evidence exists to support its reversal.

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

Deferred income tax balances reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are paid or recovered. Significant components of the Company’s deferred tax assets and liabilities and balance sheet classifications are as follows (in thousands):



	As of December 31,
	2015			2014
Deferred tax assets:
Net operating loss	$	737		$	211
Fixed assets	(1,328		)	194
Bad debt	2,412			2,338
Vacation accrual	3,305			2,956
Stock-based compensation	15,766			16,291
Deferred rent	12,585			11,580
State tax	2,154			2,257
Bonus accrual	1,609			1,023
Unearned interest	898			1,118
Accrued expenses	3,939			2,121
Revenue reserves	64			9,820
Other	278			107
Total deferred tax assets	42,419			50,016
Valuation allowance	(42,419		)	—
Net deferred tax assets	—			50,016
Deferred tax liabilities:
Fixed assets and intangibles	—			(8,540		)
Indefinite-lived intangibles	(744		)	—
Total deferred tax liabilities	(744		)	(8,540		)
Total net deferred tax assets (liabilities)	$	(744	)	$	41,476

The current year change in net deferred tax assets of $42.2 million is comprised of net deferred expense of $40.9 million recorded through income tax expense, $1.2 million related to the recognized shortfall recorded as a reduction in additional paid in capital and $0.1 million tax effect of unrealized gain on investments recorded through other comprehensive income. Deferred taxes are reflected in the balance sheet as follows (in thousands):



	As of December 31,
	2015			2014
Current deferred tax assets	$	—		$	21,301
Current deferred tax liabilities	—			—
Noncurrent deferred tax assets	—			20,175
Noncurrent deferred tax liabilities	(744		)	—
Total	$	(744	)	$	41,476

At December 31, 2015 , the Company had federal net operating loss carryforwards of $0.6 million , which are available to offset future taxable income. The federal net operating loss carryforwards will begin to expire in 2022 . The Company’s utilization of net operating loss carryforwards may be subject to annual limitations due to ownership change provisions of Section 382 of Internal Revenue Code of 1986, as amended. The Company has performed a Section 382 analysis and has determined that there is no material effect on the net operating loss carryforwards.

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

A reconciliation of the income tax expense computed using the U.S. federal statutory tax rate of 35% and the Company's provision for income taxes follows (in thousands):



	Year Ended December 31,
	2015					2014					2013
Computed expected federal tax expense	$	(14,066	)	35.0	%	$	6,018		35.0	%	$	25,041		35.0	%
State taxes, net of federal benefit	(655		)	1.6		426			2.5		1,466			2.0
Permanent differences	1,033			(2.6	)	1,125			6.5		1,295			1.8
Uncertain tax positions	480			(1.2	)	424			2.5		(1,762		)	(2.5	)
Credits	(206		)	0.5		(470		)	(2.7	)	(378		)	(0.4	)
Stock compensation	1,246			(3.1	)	—			—		—			—
Valuation allowance	42,419			(105.5	)	—			—		—			—
Other	14			—		4			—		—			—
Income tax expense	$	30,265		(75.3	)%	$	7,527		43.8	%	$	25,662		35.9	%

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):



Unrecognized tax benefits at December 31, 2013	$	7,387
Gross increases-tax positions in prior period	13,869
Gross decreases-tax positions in prior period	(23		)
Gross increases-current period tax positions	53
Settlements	(409		)
Lapse of statute of limitations	—
Unrecognized tax benefits at December 31, 2014	20,877
Gross increases-tax positions in prior period	169
Gross decreases-tax positions in prior period	(2		)
Gross increases-current period tax positions	—
Settlements	(455		)
Lapse of statute of limitations	—
Unrecognized tax benefits at December 31, 2015	$	20,589

Included in the amount of unrecognized tax benefits at December 31, 2015 and 2014 is $13.4 million and $13.6 million , respectively, of tax benefits that, if recognized, would affect the Company's effective tax rate. Also included in the balance of unrecognized tax benefits at December 31, 2015 and 2014 is $7.2 million and $7.3 million , respectively, of tax benefits that, if recognized, would result in adjustments to other tax accounts, primarily deferred tax assets. It is reasonably possible that the total amount of the unrecognized tax benefit will change during the next 12 months; however, the Company does not expect the potential change to have a material effect on the results of operations or financial position in the next year.

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. At December 31, 2015 and 2014 , the Company had approximately $2.0 million and $1.9 million , respectively, of accrued interest, before any tax benefit, related to uncertain tax positions.

The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The tax years 2002 through 2014 are open to examination by major taxing jurisdictions to which the Company is subject.

The Company is currently under audit by the California Franchise Tax Board for the years 2008 through 2012. In connection with the California Franchise Tax Board audit, in 2014 the Company filed a refund claim for tax years 2008 through

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BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

2010 for approximately $12.6 million . However, the Company will not recognize any income statement benefit in its financial statements related to the refund claim until the final resolution of the audit.

The Company is also subject to various other state audits. With regard to all audits, the Company does not expect any significant adjustments to amounts already reserved.

19 . Regulatory

The Company is subject to extensive regulation by federal and state governmental agencies and accrediting bodies. In particular, the Higher Education Act of 1965, as amended (the “Higher Education Act”), and the regulations promulgated thereunder by the U.S. Department of Education (the “Department”) subject the Company to significant regulatory scrutiny on the basis of numerous standards that institutions of higher education must satisfy in order to participate in the various federal student financial assistance programs under Title IV of the Higher Education Act.

Ashford University is regionally accredited by WASC Senior College and University Commission (“WSCUC”), and University of the Rockies is regionally accredited by the Higher Learning Commission of the North Central Association of Colleges and Schools (“HLC”).

Department of Education Program Review of Ashford University

On July 31, 2014, the Company and Ashford University received notification from the Department that it intended to conduct a program review of Ashford University’s administration of federal student financial aid programs (“Title IV programs”) in which the university participates. The review commenced on August 25, 2014, and covers federal financial aid years 2012-2013 and 2013-2014, as well as compliance with the Jeanne Clery Disclosure of Campus Security Policy and Campus Crime Statistics Act (the “Clery Act”), the Drug-Free Schools and Communities Act and related regulations. Ashford University was provided with the Department's program review report and has responded to such initial report. Following consideration of the university's response, the Department will issue a Final Program Review Determination letter.

WSCUC Grant of Initial Accreditation of Ashford University

In July 2013, WSCUC granted Initial Accreditation to Ashford University for five years, until July 15, 2018. In December 2013, Ashford University effected its transition to WSCUC accreditation and designated its San Diego, California facilities as its main campus and its Clinton, Iowa campus as an additional location. As part of a continuing monitoring process, Ashford University hosted a visiting team from WSCUC in a special visit in April 2015. In July 2015, Ashford University received an Action Letter from WSCUC outlining the findings arising out of its team's special visit. The Action Letter stated that the WSCUC visiting team found substantial evidence that Ashford University continues to make sustained progress in all six areas recommended by WSCUC in 2013.

Licensure by California BPPE

101

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

secondary educational institutions. These laws and regulations entail certain California reporting requirements, including but not limited to, graduation, employment and licensing data, certain changes of ownership and control, faculty and programs, and student refund policies, as well as the triggering of other state and federal student employment data reporting and disclosure requirements.

Negotiated Rulemaking and Other Executive Action

On March 24, 2015, the Department's Office of Inspector General (the “OIG”) issued a final audit report titled “Federal Student Aid's Oversight of Schools' Compliance with the Incentive Compensation Ban.” In its report, the OIG concluded that the Department's Office of Federal Student Aid (the “FSA”) failed to (i) revise its enforcement procedures and guidance after the Department eliminated the incentive compensation safe harbors in 2010, (ii) develop procedures and guidance on appropriate enforcement action and (iii) properly resolve incentive compensation ban findings. In response to the report, the OIG and the FSA agreed on corrective action that may increase scrutiny and enforcement action related to payment of incentive

102

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

compensation.

The “90/10” Rule

For the years ended December 31, 2015 , 2014 and 2013 , Ashford University derived 80.9% , 83.4% and 85.6% and respectively, and University of the Rockies derived 86.6% , 88.3% and 87.6% , respectively, of their respective revenues (calculated in accordance with applicable Department regulations) from Title IV program funds.

Cohort Default Rate

For each federal fiscal year, the Department calculates a rate of student defaults over a three -year measuring period for each educational institution, which is known as a “cohort default rate.” An institution may lose its eligibility to participate in the federal Direct Loan and Pell programs if, for each of the three most recent federal fiscal years, 30% or more of its students who became subject to a repayment obligation in that federal fiscal year defaulted on such obligation by the end of the following federal fiscal year.

103

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

Substantial misrepresentation

On December 10, 2015, Ashford University received a request for information from the Multi-Regional and Foreign School Participation Division of the FSA for (i) advertising and marketing materials provided to prospective students regarding the transferability of certain credit, (ii) documents produced in response to the Consumer Financial Protection Bureau's (the “CFPB”) August 10, 2015 Civil Investigative Demand related to the CFPB's investigation to determine whether for-profit post-secondary education companies or other unnamed persons have engaged in or are engaging in unlawful acts or practices related to the advertising, marketing or origination of private student loans, (iii) certain documents produced in response to subpoenas and interrogatories issued by the California Attorney General and (iv) records created between 2009 and 2012 related to the disbursement of certain Title IV funds. The FSA is investigating representations made by Ashford University to potential and enrolled students, and has asked the Company and Ashford University to assist in its assessment of Ashford University's compliance with the prohibition on substantial misrepresentations. The Company and Ashford University intend to provide the FSA with their full cooperation with a view toward demonstrating the compliant nature of their practices.

If the Department determines that one of the Company's institutions has engaged in substantial misrepresentation, the Department may (i) attempt to revoke the institution's program participation agreement if the institution is provisionally certified, (ii) impose limitations on the institution's participation in Title IV programs if the institution is provisionally certified, (iii) deny applications from the institution for approval of new programs or locations or other matters or (iv) initiate proceedings to fine the institution or limit, suspend or terminate its eligibility to participate in Title IV programs. Because Ashford University is provisionally certified, it could be subject to the actions set forth in clauses (i) and (ii) above in addition to any other actions taken by the Department if it were determined that Ashford University has engaged in substantial misrepresentation.

Return of Title IV Funds

An institution participating in Title IV programs must correctly calculate the amount of unearned Title IV program funds that have been disbursed to students who withdraw from their educational programs before completion and must return those unearned funds in a timely manner, generally within 45 days of the date the school determines that the student has withdrawn. Under Department regulations, failure to make timely returns of Title IV program funds for 5% or more of students sampled on the institution's annual compliance audit in either of its two most recently completed fiscal years can result in the institution having to post a letter of credit in an amount equal to 25% of its required Title IV returns during its most recently completed fiscal year. If unearned funds are not properly calculated and returned in a timely manner, an institution is also subject to monetary liabilities or an action to impose a fine or to limit, suspend or terminate its participation in Title IV programs. For the years ended December 31, 2015 and 2014 , the Company's institutions did not exceed the 5% threshold for late refunds sampled.

Financial Responsibility

The Department calculates an institution's composite score for financial responsibility based on its (i) equity ratio, which measures the institution's capital resources, ability to borrow and financial viability; (ii) primary reserve ratio, which measures the institution's ability to support current operations from expendable resources; and (iii) net income ratio, which measures the

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BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

institution's ability to operate at a profit. An institution that does not meet the Department's minimum composite score of 1.5 may demonstrate its financial responsibility by posting a letter of credit in favor of the Department and possibly accepting other conditions on its participation in the Title IV programs.

For the fiscal year ended December 31, 2014 , the consolidated composite score calculated was 2.7 , satisfying the composite score requirement of the Department's financial responsibility test, which institutions must satisfy in order to participate in Title IV programs. The Company expects the consolidated composite score to be 1.8 for the year ended December 31, 2015 . However, the consolidated calculation is subject to determination by the Department once it receives and reviews our audited financial statements for the year ended December 31, 2015 .

Administrative capability

The Department specifies extensive criteria by which an institution must establish that it has the requisite administrative capability to participate in Title IV programs. To meet the administrative capability standards, an institution must, among other things, (i) comply with all applicable Title IV program requirements (ii) have an adequate number of qualified personnel to administer Title IV programs, (iii) have acceptable standards for measuring the satisfactory academic progress of its students, (iv) have procedures in place for awarding, disbursing and safeguarding Title IV funds and for maintaining required records, (v) administer Title IV programs with adequate checks and balances in its system of internal control over financial reporting, (vi) not be, and not have any principal or affiliate who is, debarred or suspended from federal contracting or engaging in activity that is cause for debarment or suspension, (vii) provide financial aid counseling to its students, (viii) refer to the OIG any credible information indicating that any student, parent, employee, third-party servicer or other agent of the institution has engaged in any fraud or other illegal conduct involving Title IV programs, (ix) timely submit all required reports and financial statements and (x) not otherwise appear to lack administrative capability.

Ashford University and University of the Rockies were notified by the Department that it did not believe the institutions fully responded to the disclosures of data required by the Gainful Employment regulations, that this was an indication of a serious lack of administrative capability, and that as a result the Department would not make any decisions regarding the addition of any new programs or additional locations until the reporting requirements were met. The Department informed the Company that failure to fully comply in all Gainful Employment data reporting requirements could result in the referral of the errant institution to the Department's Administrative Actions and Appeals Service Group for consideration of an administrative action against that institution, including a fine, the limitation, suspension or termination of institutional eligibility to participate in Title IV programs, or revocation of the institution's program participation agreement (if provisional). The Company worked with the Department to address their concerns with respect to the reporting of the Company's institutions under the Gainful Employment regulations. The Department has since approved two new programs for Ashford University, and the Company does not anticipate any actions against its institutions related to this notification.

20. Retirement Plans

The Company maintains an employee savings plan that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code of 1986, as amended. Under the savings plan, participating employees may contribute a portion of their pre-tax earnings up to the Internal Revenue Service annual contribution limit. Additionally, the Company may elect to make matching contributions into the savings plan in its sole discretion. The Company's total expense related to the 401(k) plan was $3.4 million , $3.7 million and $3.3 million for the years ended December 31, 2015 , 2014 and 2013 , respectively.

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BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

21 . Commitments and Contingencies

Litigation

From time to time, the Company is a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. When the Company becomes aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. In accordance with authoritative guidance, the Company records loss contingencies in its financial statements only for matters in which losses are probable and can be reasonably estimated. Where a range of loss can be reasonably estimated with no best estimate in the range, the Company records the minimum estimated liability. If the loss is not probable or the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the specific claim if the likelihood of a potential loss is reasonably possible and the amount involved is material. The Company continuously assesses the potential liability related to the Company’s pending litigation and revises its estimates when additional information becomes available. Below is a list of material legal proceedings to which the Company or its subsidiaries is a party.

Compliance Audit by the Department's Office of the Inspector General

The final audit report contained audit findings, in each case for the period July 1, 2006 through June 30, 2007, which are applicable to award year 2006-2007. Each finding was accompanied by one or more recommendations to the FSA. Ashford University provided the FSA a detailed response to the OIG’s final audit report in February 2011. In June 2011, in connection with two of the six findings, the FSA requested that Ashford University conduct a file review of the return to Title IV fund calculations for all Title IV recipients who withdrew from distance education programs during the 2006-2007 award year. The institution cooperated with the request and supplied the information within the time frame required. If the FSA were to determine to assess a monetary liability or commence other administrative action, Ashford University would have an opportunity to contest the assessment or proposed action through administrative proceedings, with the right to seek review of any final administrative action in the federal courts.

The outcome of this audit is uncertain at this point because of the many questions of fact and law that may arise. At present, the Company cannot reasonably estimate a range of loss for this action based on the information available to the Company. Accordingly, the Company has not accrued any liability associated with this matter.

Iowa Attorney General Civil Investigation of Ashford University

In February 2011, Ashford University received from the Attorney General of the State of Iowa (the “Iowa Attorney General”) a Civil Investigative Demand and Notice of Intent to Proceed (the “CID”) relating to the Iowa Attorney General’s investigation of whether certain of the university's business practices comply with Iowa consumer laws. Pursuant to the CID, the Iowa Attorney General requested documents and detailed information for the time period January 1, 2008 to present. On numerous occasions, representatives from the Company and Ashford University met with the Iowa Attorney General to discuss the status of the investigation and the Iowa Attorney General’s allegations against the Company that had been communicated to the Company in June 2013. As a result of these meetings, on May 15, 2014, the Iowa Attorney General, the Company and Ashford University entered into an Assurance of Voluntary Compliance (the “AVC”) in full resolution of the CID and the Iowa Attorney General’s allegations. The AVC, in which the Company and Ashford University do not admit any liability, contains several components including injunctive relief, nonmonetary remedies and a payment to the Iowa Attorney General to be used for restitution to Iowa consumers, costs and fees. The AVC also provides for the appointment of a settlement administrator for a period of three years to review the Company’s and Ashford University’s compliance with the terms of the AVC. The Company had originally accrued $9.0 million in 2013 related to this matter, which represented its best estimate of the total restitution, cost of non-monetary remedies and future legal costs. The remaining accrual of $0.9 million as of December 31, 2015 is split between both current and long-term liabilities.

106

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

New York Attorney General Investigation of Bridgepoint Education, Inc.

In May 2011, the Company received from the Attorney General of the State of New York (the “NY Attorney General”) a subpoena relating to the NY Attorney General's investigation of whether the Company and its academic institutions have complied with certain New York state consumer protection, securities and finance laws. Pursuant to the subpoena, the NY Attorney General has requested from the Company and its academic institutions documents and detailed information for the time period March 17, 2005 to present. The Company is cooperating with the investigation and cannot predict the eventual scope, duration or outcome of the investigation at this time.

North Carolina Attorney General Investigation of Ashford University

In September 2011, Ashford University received from the Attorney General of the State of North Carolina (the “NC Attorney General”) an Investigative Demand relating to the NC Attorney General's investigation of whether the university's business practices complied with North Carolina consumer protection laws. Pursuant to the Investigative Demand, the NC Attorney General has requested from Ashford University documents and detailed information for the time period January 1, 2008 to present. Ashford University is cooperating with the investigation and cannot predict the eventual scope, duration or outcome of the investigation at this time.

California Attorney General Investigation of For-Profit Educational Institutions

In January 2013, the Company received from the Attorney General of the State of California (the “CA Attorney General”) an Investigative Subpoena relating to the CA Attorney General’s investigation of for-profit educational institutions. Pursuant to the Investigative Subpoena, the CA Attorney General has requested documents and detailed information for the time period March 1, 2009 to present. On July 24, 2013, the CA Attorney General filed a petition to enforce certain categories of the Investigative Subpoena related to recorded calls and electronic marketing data. On September 25, 2013, the Company reached an agreement with the CA Attorney General to produce certain categories of the documents requested in the petition and stipulated to continue the hearing on the petition to enforce from October 3, 2013 to January 9, 2014. On January 13, 2014 and June 19, 2014, the Company received additional Investigative Subpoenas from the CA Attorney General each requesting additional documents and information for the time period March 1, 2009 through the current date. Representatives from the Company have met with the CA Attorney General’s office on several occasions to discuss the status of the investigation, additional information requests, and specific concerns related to possible unfair business practices in connection with the Company’s recruitment of students and debt collection practices. The parties are currently scheduled to meet again on March 8 and 9, 2016 to discuss the status of the investigation and explore a potential resolution involving injunctive relief and a monetary payment. The Company cannot predict the eventual scope, duration or outcome of the investigation at this time. As a result, the Company cannot reasonably estimate a range of loss for this action and accordingly has not accrued any liability associated with this action. However, if the Company were able to resolve this matter, the Company believes any such resolution would result in a material payment and certain non-monetary remedies.

Massachusetts Attorney General Investigation of Bridgepoint Education, Inc. and Ashford University

On July 21, 2014, the Company and Ashford University received from the Attorney General of the State of Massachusetts (the “MA Attorney General”) a Civil Investigative Demand relating to the MA Attorney General's investigation of for-profit educational institutions and whether the university's business practices complied with Massachusetts consumer protection laws. Pursuant to the Civil Investigative Demand, the MA Attorney General has requested from the Company and Ashford University documents and information for the time period January 1, 2006 to present. The Company is cooperating with the investigation and cannot predict the eventual scope, duration or outcome of the investigation at this time.

Securities & Exchange Commission Subpoena of Bridgepoint Education, Inc.

On July 22, 2014, the Company received from the SEC a subpoena relating to certain of the Company’s accounting practices, including revenue recognition, receivables and other matters relating to the Company’s previously disclosed intention to restate its financial statements for fiscal year ended December 31, 2013 and revise its financial statements for the years ended December 31, 2011 and 2012, and the prior revision of the Company’s financial statements for the fiscal year ended December 31, 2012. Pursuant to the subpoena, the SEC has requested from the Company documents and detailed information for the time

107

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

period January 1, 2009 to present. The Company is cooperating with the investigation and cannot predict the eventual scope, duration or outcome of the investigation at this time. As a result, the Company cannot reasonably estimate a range of loss for this action and accordingly has not accrued any liability associated with this action.

Consumer Financial Protection Bureau Subpoena of Bridgepoint Education, Inc. and Ashford University

On August 10, 2015, the Company and Ashford University received from the Consumer Financial Protection Bureau (the “CFPB”) Civil Investigative Demands related to the CFPB's investigation to determine whether for-profit post-secondary-education companies or other unnamed persons have engaged in or are engaging in unlawful acts or practices related to the advertising, marketing or origination of private student loans. The Company and Ashford University have provided documents, testimony and other information to the CFPB, and cannot predict the eventual scope, duration or outcome of the investigation at this time. As a result, the Company cannot reasonably estimate a range of loss for this action and accordingly has not accrued any liability associated with this action.

Securities Class Actions

Consolidated Securities Class Action

On July 13, 2012, a securities class action complaint was filed in the U.S. District Court for the Southern District of California by Donald K. Franke naming the Company, Andrew Clark, Daniel Devine and Jane McAuliffe as defendants for allegedly making false and materially misleading statements regarding the Company’s business and financial results, specifically the concealment of accreditation problems at Ashford University. The complaint asserts a putative class period stemming from May 3, 2011 to July 6, 2012. A substantially similar complaint was also filed in the same court by Luke Sacharczyk on July 17, 2012 making similar allegations against the Company, Andrew Clark and Daniel Devine. The Sacharczyk complaint asserts a putative class period stemming from May 3, 2011 to July 12, 2012. On July 26, 2012, another purported securities class action complaint was filed in the same court by David Stein against the same defendants based upon the same general set of allegations and class period. The complaints allege violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder and seek unspecified monetary relief, interest, and attorneys’ fees.

On October 22, 2012, the Sacharczyk and Stein actions were consolidated with the Franke action and the Court appointed the City of Atlanta General Employees' Pension Fund and the Teamsters Local 677 Health Services & Insurance Plan as lead plaintiffs. A consolidated complaint was filed on December 21, 2012 and the Company filed a motion to dismiss on February 19, 2013. On September 13, 2013, the Court granted the motion to dismiss with leave to amend for alleged misrepresentations relating to Ashford University’s quality of education, the WSCUC accreditation process and the Company’s financial forecasts. The Court denied the motion to dismiss for alleged misrepresentations concerning Ashford University’s persistence rates.

Following the conclusion of discovery, the parties entered into an agreement to settle the litigation for $15.5 million , which was funded by the Company's insurance carriers. The settlement was granted preliminary approval by the Court on December 14, 2015 and is now proceeding through the shareholder claims administration process.

Zamir v. Bridgepoint Education, Inc., et al.

On February 24, 2015, a securities class action complaint was filed in the U.S. District Court for the Southern District of California by Nelda Zamir naming the Company, Andrew Clark and Daniel Devine as defendants. The complaint asserts violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder, claiming that the defendants made false and materially misleading statements and failed to disclose material adverse facts regarding the Company's business, operations and prospects, specifically regarding the Company’s improper application of revenue recognition methodology to assess collectability of funds owed by students. The complaint asserts a putative class period stemming from August 7, 2012 to May 30, 2014 and seeks unspecified monetary relief, interest and attorneys' fees. On July 15, 2015, the Court granted plaintiff's motion for appointment as lead plaintiff and for appointment of lead counsel.

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BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

On September 18, 2015, the plaintiff filed a substantially similar amended complaint that asserts a putative class period stemming from March 12, 2013 to May 30, 2014. The amended complaint also names Patrick Hackett, Adarsh Sarma, Warburg Pincus & Co., Warburg Pincus LLC, Warburg Pincus Partners LLC, and Warburg Pincus Private Equity VIII, L.P. as additional defendants. On November 24, 2015, all defendants filed motions to dismiss, which are currently pending with the Court. The outcome of this legal proceeding is uncertain at this point because of the many questions of fact and law that may arise. Based on information available to the Company at present, it cannot reasonably estimate a range of loss for this action. Accordingly, the Company has not accrued any liability associated with this action.

Shareholder Derivative Actions

In re Bridgepoint, Inc. Shareholder Derivative Action

On July 24, 2012, a shareholder derivative complaint was filed in California Superior Court by Alonzo Martinez. In the complaint, the plaintiff asserts a derivative claim on the Company's behalf against certain of its current and former officers and directors. The complaint is captioned Martinez v. Clark, et al. and generally alleges that the individual defendants breached their fiduciary duties of candor, good faith and loyalty, wasted corporate assets and were unjustly enriched. The lawsuit seeks unspecified monetary relief and disgorgement on behalf of the Company, as well as other equitable relief and attorneys' fees. On September 28, 2012, a substantially similar shareholder derivative complaint was filed in California Superior Court by David Adolph-Laroche. In the complaint, the plaintiff asserts a derivative claim on the Company's behalf against certain of its current and former officers and directors. The complaint is captioned Adolph-Laroche v. Clark, et al. and generally alleges that the individual defendants breached their fiduciary duties of candor, good faith and loyalty, wasted corporate assets and were unjustly enriched.

On October 11, 2012, the Adolph-Laroche action was consolidated with the Martinez action and the case is now captioned In re Bridgepoint, Inc. Shareholder Derivative Action . A consolidated complaint was filed on December 18, 2012 and the defendants filed a motion to stay the case while the underlying securities class action is pending. The motion was granted by the Court on April 11, 2013. A status conference was held on October 10, 2013, during which the Court ordered the stay continued for the duration of discovery in the securities class action, but permitted the plaintiff to receive copies of any discovery responses served in the underlying securities class action.

Cannon v. Clark, et al.

On November 1, 2013, a shareholder derivative complaint was filed in the U.S. District Court for the Southern District of California by James Cannon. In the complaint, the plaintiff asserts a derivative claim on the Company's behalf against certain of its current officers and directors. The complaint is captioned Cannon v. Clark, et al . and is substantially similar to the previously filed California State Court derivative action now captioned In re Bridgepoint, Inc. Shareholder Derivative Action . In the complaint, plaintiff generally alleges that the individual defendants breached their fiduciary duties of candor, good faith and loyalty, wasted corporate assets and were unjustly enriched. The lawsuit seeks unspecified monetary relief and disgorgement on behalf of the Company, as well as other equitable relief and attorneys' fees. Pursuant to a stipulation among the parties, on January 6, 2014, the Court ordered the case stayed during discovery in the underlying securities class action, but permitted the plaintiff to receive copies of any discovery responses served in the underlying securities class action.

Di Giovanni v. Clark, et al. , and Craig-Johnston v. Clark, et al .

On December 9, 2013, two nearly identical shareholder derivative complaints were filed in the United States District Court for the Southern District of California. The complaints assert derivative claims on the Company's behalf against the members of the Company's board of directors as well as against Warburg Pincus & Co., Warburg Pincus LLC, Warburg Pincus Partners LLC, and Warburg Pincus Private Equity VIII, L.P. The two complaints are captioned Di Giovanni v. Clark, et al. and Craig-Johnston v. Clark, et al . The complaints generally allege that all of the defendants breached their fiduciary duties and were unjustly enriched and that the individual defendants wasted corporate assets in connection with the tender offer commenced by the Company on November 13, 2013. The lawsuits seek unspecified monetary relief and disgorgement, as well as other equitable relief and attorneys’ fees. On February 28, 2014, the defendants filed motions to dismiss, which were granted by the Court on October 17, 2014. The plaintiffs filed a notice of appeal on December 8, 2014 and the case is currently under appeal with the United States Court of Appeals for the Ninth Circuit.

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BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

Klein v. Clark, et al.

On January 9, 2014, a shareholder derivative complaint was filed in the Superior Court of the State of California in San Diego. The complaint asserts derivative claims on the Company's behalf against the members of the Company's board of directors as well as against Warburg Pincus & Co., Warburg Pincus LLC, Warburg Pincus Partners LLC, and Warburg Pincus Private Equity VIII, L.P. The complaint is captioned Klein v. Clark, et al. and generally alleges that all of the defendants breached their fiduciary duties and were unjustly enriched and that the individual defendants wasted corporate assets in connection with the tender offer commenced by the Company on November 13, 2013. The lawsuit seeks unspecified monetary relief and disgorgement, as well as other equitable relief and attorneys’ fees. On March 21, 2014, the Court granted the parties' stipulation to stay the case until the motions to dismiss in the related federal derivative action were decided. On November 14, 2014, the Court dismissed the case but retained jurisdiction in the event the dismissal in the federal case is reversed on appeal by the United States Court of Appeals for the Ninth Circuit.

Reardon v. Clark, et al.

On March 18, 2015, a shareholder derivative complaint was filed in the Superior Court of the State of California in San Diego. The complaint asserts derivative claims on the Company's behalf against certain of its current and former officers and directors. The complaint is captioned Reardon v. Clark, et al. and generally alleges that the individual defendants breached their fiduciary duties of candor, good faith and loyalty, wasted corporate assets and were unjustly enriched. The lawsuit seeks unspecified monetary relief and disgorgement, as well as other equitable relief and attorneys’ fees. Pursuant to a stipulation among the parties, on May 27, 2015, the Court ordered the case stayed during discovery in the underlying Zamir securities class action, but permitted the plaintiff to receive copies of any discovery conducted in the underlying Zamir securities class action.

Guzman v. Bridgepoint Education, Inc.

In January 2011, Betty Guzman filed a class action lawsuit against the Company, Ashford University and University of the Rockies in the U.S. District Court for the Southern District of California. The complaint is captioned Guzman v. Bridgepoint Education, Inc., et al. and generally alleges that the defendants engaged in misrepresentation and other unlawful behavior in their efforts to recruit and retain students. The complaint asserts a putative class period of March 1, 2005 through the present. In March 2011, the defendants filed a motion to dismiss the complaint, which was granted by the Court with leave to amend in October 2011.

In January 2012, the plaintiff filed a first amended complaint asserting similar claims and the same class period, and the defendants filed another motion to dismiss. In May 2012, the Court granted University of the Rockies’ motion to dismiss and granted in part and denied in part the motion to dismiss filed by the Company and Ashford University. The Court also granted the plaintiff leave to file a second amended complaint. In August 2012, the plaintiff filed a second amended complaint asserting similar claims and the same class period. The second amended complaint seeks unspecified monetary relief, disgorgement of all profits, various other equitable relief, and attorneys’ fees. The defendants filed a motion to strike portions of the second amended complaint, which was granted in part and denied in part. On April 30, 2014, the plaintiff filed a motion for class certification, which was denied by the Court on March 26, 2015. On April 9, 2015, the plaintiff filed a petition for permission to appeal the denial of class certification with the United States Court of Appeals for the Ninth Circuit, which was denied by the Court of Appeals on June 9, 2015.

On October 13, 2015, the parties entered into an agreement to settle the case for an immaterial amount and the case was dismissed with prejudice by the Court on November 2, 2015.

110

BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

Qui Tam Complaints

In December 2012, the Company received notice that the U.S. Department of Justice had declined to intervene in a qui tam complaint filed in the U.S. District Court for the Southern District of California by Ryan Ferguson and Mark T. Pacheco under the federal False Claims Act on March 10, 2011 and unsealed on December 26, 2012. The complaint is captioned United States of America, ex rel., Ryan Ferguson and Mark T. Pacheco v. Bridgepoint Education, Inc., Ashford University and University of the Rockies . The qui tam complaint alleges, among other things, that since March 10, 2005, the Company caused its institutions, Ashford University and University of the Rockies, to violate the federal False Claims Act by falsely certifying to the Department that the institutions were in compliance with various regulations governing Title IV programs, including those that require compliance with federal rules regarding the payment of incentive compensation to enrollment personnel, student disclosures, and misrepresentation in connection with the institutions' participation in Title IV programs. The complaint seeks significant damages, penalties and other relief. On April 30, 2013, the relators petitioned the Court for voluntary dismissal of the complaint without prejudice. The U.S. Department of Justice filed a notice stipulating to the dismissal and the Court granted the dismissal on June 12, 2013.

In January 2013, the Company received notice that the U.S. Department of Justice had declined to intervene in a qui tam complaint filed in the U.S. District Court for the Southern District of California by James Carter and Roger Lengyel under the federal False Claims Act on July 2, 2010 and unsealed on January 2, 2013. The complaint is captioned United States of America, ex rel., James Carter and Roger Lengyel v. Bridgepoint Education, Inc., Ashford University . The qui tam complaint alleges, among other things, that since March 2005, the Company and Ashford University have violated the federal False Claims Act by falsely certifying to the Department that Ashford University was in compliance with federal rules regarding the payment of incentive compensation to enrollment personnel in connection with the institution's participation in Title IV programs. Pursuant to a stipulation between the parties, the relators filed an amended complaint on May 10, 2013. The amended complaint is substantially similar to the original complaint and seeks significant damages, penalties and other relief.

In March 2015, the Company filed a motion to dismiss the case pursuant to the public disclosure bar, which was granted without leave to amend by the Court on August 17, 2015. The relators filed a notice of appeal on September 15, 2015 and the case is currently under appeal with the United States Court of Appeals for the Ninth Circuit. During the pendency of the appeal, the parties agreed to settle the case for an immaterial amount and are in the process of finalizing a settlement agreement.

Cavazos v. Ashford University

On June 22, 2015, Diamond Cavazos filed a purported class action against Ashford University in the Superior Court of the State of California in San Diego. The complaint is captioned Diamond Cavazos v. Ashford University, LLC and generally alleges various wage and hour claims under California law for failure to pay overtime, failure to pay minimum wages and failure to provide rest and meal breaks. The lawsuit seeks back pay, the cost of benefits, penalties and interest on behalf of the putative class members, as well as other equitable relief and attorneys' fees. Before responding to the complaint, the parties entered into an agreement to settle the case for an immaterial amount and the Court dismissed the case without prejudice on January 15, 2016.

Coleman et al. v. Ashford University

On June 4, 2015, Brandy Coleman and a group of seven other former employees filed a purported class action against Ashford University in the Superior Court of the State of California in San Diego. The complaint is captioned Brandy Coleman v. Ashford University, LLC and generally alleges violations of the California WARN Act for back pay and benefits associated with the termination of the plaintiffs' employment in May 2015. The lawsuit seeks unpaid wages, penalties and interest on behalf of the putative class members, as well as other equitable relief and attorneys' fees. Before responding to the complaint, the parties entered into an agreement to settle the case for an immaterial amount and the Court dismissed the case without prejudice on January 29, 2016.

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BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)

22. Concentration of Risk

Concentration of Revenue

In 2015 , Ashford University derived 80.9% and University of the Rockies derived 86.6% of their respective revenues (in each case calculated on a cash basis in accordance with applicable Department regulations) from students whose source of funding is through Title IV programs. See Note 19 , “Regulatory - The “90/10” Rule.” Title IV programs are subject to political and budgetary considerations and are subject to extensive and complex regulations. The Company's administration of these programs is periodically reviewed by various regulatory agencies. Any regulatory violation could be the basis for the initiation of potentially adverse actions including a suspension, limitation, or termination proceeding, which could have a material adverse effect on the Company's enrollments, revenues and results of operations.

Students obtain access to federal student financial aid through a Department prescribed application and eligibility certification process. Student financial aid funds are generally made available to students at prescribed intervals throughout their expected length of study. Students typically apply the funds received from the federal financial aid programs first to pay their tuition and fees. Any remaining funds are distributed directly to the student.

Concentration of Credit Risk

The Company maintains its cash and cash equivalents accounts in financial institutions. Accounts at these institutions are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 . The Company performs ongoing evaluations of these institutions to limit its concentrations risk exposure.

Concentration of Sources of Supply

The Company is dependent on a third-party provider for its online platform, which includes a learning management system, that stores, manages and delivers course content, enables assignment uploading, provides interactive communication between students and faculty and supplies online assessment tools. The partial or complete loss of this source may have an adverse effect on enrollments, revenues and results of operations.

23. Quarterly Results of Operations (Unaudited)

The following tables set forth unaudited results of operations and certain operating results for each quarter during 2015 and 2014 . The Company believes that the information reflects all adjustments necessary to present fairly the information below. Basic and diluted earnings per common share are computed independently for each of the quarters presented. Therefore, the sum of quarterly basic and diluted per common share information may not equal annual basic and diluted earnings per common share.



	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
	(In thousands, except per share data)
2015
Revenue	$	142,518		$	147,057		$	140,762		$	131,392
Operating income (loss)	(1,200		)	(512		)	(34,479		)	(6,104		)
Net income (loss)	(371		)	(650		)	(62,746		)	(6,687		)
Earnings (loss) per common share:
Basic	$	(0.01	)	$	(0.01	)	$	(1.37	)	$	(0.15	)
Diluted	(0.01		)	(0.01		)	(1.37		)	(0.15		)

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BRIDGEPOINT EDUCATION, INC.

Notes to Annual Consolidated Financial Statements (Continued)



	First Quarter			Second Quarter		Third Quarter		Fourth Quarter
	(In thousands, except per share data)
2014
Revenue	$	157,270		$	171,522	$	162,654	$	147,259
Operating income (loss)	(7,858		)	22,414		10,581		(10,826		)
Net income (loss)	(4,330		)	12,955		6,291		(5,248		)
Earnings (loss) per common share:
Basic	$	(0.10	)	$	0.29	$	0.14	$	(0.12	)
Diluted	(0.10		)	0.28		0.14		(0.12		)

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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of any possible controls and procedures.

Under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, we carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) and Rule 15d-15(b) of the Exchange Act. Based on this evaluation, our chief executive officer and our chief financial officer concluded that, as of December 31, 2015 , our disclosure controls and procedures were not effective at the reasonable assurance level because of the material weaknesses in our internal control over financial reporting described below. Notwithstanding the material weaknesses described below, management has concluded that our consolidated financial statements included in this Annual Report on Form 10-K are fairly stated in all material respects in accordance with GAAP for each of the periods presented herein.

Management's Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements prepared for external purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of our internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2015 based on the framework set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. In connection with our management's assessment of our internal control over financial reporting, our management has identified control deficiencies that constituted material weaknesses in our internal control over financial reporting as of December 31, 2015 . Because of these material weaknesses, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2015 , based on criteria in Internal-Control-Integrated Framework (2013) issued by the COSO.

Our management has concluded that there are material weaknesses in our internal control over financial reporting as of December 31, 2015 , as we did not maintain effective controls over the accounting for revenue recognition. Specifically, we did not maintain effective controls surrounding the selection and application of GAAP related to revenue recognition. We also did not maintain effective controls to assess the reliability of system generated data used in the operation of certain revenue

114

recognition controls. These control deficiencies did not result in a material misstatement of our consolidated financial statements for 2015 or any of the quarters in 2015. However, these control deficiencies could result in misstatements of revenue, bad debt expense, accounts receivable, deferred revenue and the related financial disclosures that would result in a material misstatement of our consolidated financial statements that would not be prevented or detected on a timely basis. Accordingly, our management has determined that these control deficiencies constitute material weaknesses.

The effectiveness of our internal control over financial reporting as of December 31, 2015 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report that appears under Item 8, “Financial Statements and Supplementary Data.”

Management's Remediation Plan

We are committed to remediating the control deficiencies that constitute the above material weaknesses by implementing changes to our internal control over financial reporting. Management is responsible for implementing changes and improvements in the internal control over financial reporting and for remediating the control deficiencies that gave rise to the material weaknesses.

We plan to implement measures to remediate the underlying causes of the control deficiencies that gave rise to the material weaknesses. These measures include the hiring of new accounting personnel, as well as providing additional training for existing personnel. These measures also include the implementation of financial reporting risk assessments and review processes to ensure the related significant accounting policies are implemented and applied properly under GAAP on a consistent basis throughout the Company. We plan to perform a review of all key reports utilized in the revenue and receivable cycle to ensure appropriate controls are in place over the completeness and accuracy of the underlying data used in these key reports. We have also established enhanced procedures to ensure appropriate review of accounting policies by the members of our management team with the requisite level of accounting knowledge, experience and training.

We believe these measures will remediate the control deficiencies. However, we have not completed all of the corrective processes, procedures and related evaluation or remediation that we believe are necessary. As we continue to evaluate and work to remediate the control deficiencies that gave rise to the material weaknesses, we may determine to take additional measures to address the control deficiencies.

Changes in Internal Control Over Financial Reporting

There have been no changes to our internal control over financial reporting during the three months ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

115

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The information required by this item is incorporated by reference to our definitive proxy statement to be filed with the SEC in connection with our 2016 Annual Meeting of Stockholders or an amendment to this Annual Report on Form 10-K to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2015 .

Item 11. Executive Compensation.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Item 14. Principal Accounting Fees and Services.

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) The following documents are included as part of this Annual Report on Form 10-K:

(1) Financial Statements.



Report of Independent Registered Public Accounting Firm	71
Consolidated Balance Sheets	72
Consolidated Statements of Income	73
Consolidated Statements of Comprehensive Income	74
Consolidated Statements of Stockholders' Equity	75
Consolidated Statements of Cash Flows	76
Notes to Annual Consolidated Financial Statements	77

(2) Financial Statement Schedules.

All financial statement schedules have been omitted as they are not required, not applicable, or the required information is otherwise included.

(3) Exhibits.

Exhibit

Description of Document

Filed Herewith

Incorporated by Reference

Form

Exhibit No.

Date Filed

Acquisition Agreements

2.1

Purchase and Sale Agreement dated December 3, 2004, as amended, among The Franciscan University of the Prairies, the Sisters of St. Francis and the registrant.

S-1

2.1

February 17, 2009

2.2

Asset Purchase and Sale Agreement dated September 12, 2007 between the Colorado School of Professional Psychology and the registrant.

S-1

2.2

February 17, 2009

Charter Documents and Instruments Defining Rights of Security Holders

3.1

Fifth Amended and Restated Certificate of Incorporation.

10-Q

3.1

May 21, 2009

3.2

Second Amended and Restated Bylaws.

S-1

3.4

March 20, 2009

4.1

Specimen of Stock Certificate.

S-1

4.1

March 30, 2009

4.2

Second Amended and Restated Registration Rights Agreement dated August 26, 2009 among the registrant and the other persons named therein.

S-1

4.4

September 4, 2009

Employee Benefit Plans

10.1

Amended and Restated 2005 Stock Incentive Plan.

S-1

10.1

December 22, 2008

10.2

2005 Stock Incentive Plan-Form of Stock Option Agreement and Notice of Option Grant for Founders.

S-1

10.2

February 17, 2009

10.3

2005 Stock Incentive Plan-Form of Stock Option Agreement and Notice of Option Grant for Charlene Dackerman, Jane McAuliffe, Ross Woodard and other non-executive employees.

S-1

10.3

February 17, 2009

10.4

2005 Stock Incentive Plan-Form of Stock Option Agreement and Notice of Option Grant for Andrew S. Clark, Daniel J. Devine, Rodney T. Sheng and Christopher L. Spohn.

S-1

10.4

February 17, 2009

10.5

2005 Stock Incentive Plan-Form of Stock Option Agreement and Notice of Option Grant for Robert Hartman.

S-1

10.12

February 17, 2009

10.6

Amended and Restated 2005 Stock Incentive Plan-Form of Stock Option Agreement and Notice of Option Grant for Charlene Dackerman, Jane McAuliffe, Ross Woodard and other non-executive employees.

8-K

10.13

January 12, 2010

10.7

Amended and Restated 2005 Stock Incentive Plan-Form of Stock Option Agreement and Notice of Option Grant for Andrew S. Clark, Daniel J. Devine, Rodney T. Sheng and Christopher L. Spohn.

8-K

10.14

January 12, 2010

10.8

Amended and Restated 2005 Stock Incentive Plan-Amendment to Stock Option Award

S-1

10.33

March 30, 2009

117

Exhibit

Description of Document

Filed Herewith

Incorporated by Reference

Form

Exhibit No.

Date Filed

10.9

Amended and Restated 2009 Stock Incentive Plan.

8-K

10.1

May 16, 2013

10.10

Amended and Restated 2009 Stock Incentive Plan - Form of Nonstatutory Stock Option Agreement for Executives and Senior Management.

S-8

99.4

May 13, 2009

10.11

Amended and Restated 2009 Stock Option Plan - Form of Nonstatutory Stock Option Agreement (effective March 2011).

10-Q

10.3

May 3, 2011

10.12

Amended and Restated 2009 Stock Incentive Plan - Form of Incentive Stock Option Agreement for Executives and Senior Management.

S-8

99.5

May 13, 2009

10.13

2009 Stock Incentive Plan - Form of Restricted Stock Unit Award Agreement (Deferred Settlement).

8-K

99.1

June 27, 2011

10.14

2009 Stock Incentive Plan - Form of Restricted Stock Unit Award Agreement (General).

8-K

99.2

June 27, 2011

10.15

Amended and Restated 2009 Stock Incentive Plan - Form of Performance Stock Unit Award Agreement.

8-K

10.1

December 23, 2014

10.16

Amended and Restated 2009 Stock Incentive Plan - Amendment to Performance Stock Unit Award Agreement

10-K

10.16

March 10, 2015

10.17

Form of Non-Plan Stock Option Agreement

S-8

99.6

May 13, 2009

10.18

Form of Compensatory Warrant Agreement.

S-1

4.1

March 20, 2009

10.19

Amended and Restated Employee Stock Purchase Plan.

8-K

99.1

March 22, 2010

10.20

Bridgepoint Education Nonqualified Deferred Compensation Plan

10-Q

10.7

May 3, 2010

Agreements with Executive Officers, Directors and Warburg Pincus

10.21

Amended and Restated Employment Agreement between Andrew S. Clark and the registrant.

10-K

10.21

March 10, 2015

10.22

Employment Agreement between Daniel J. Devine and the registrant.

S-1

10.25

March 20, 2009

10.23

Release of All Claims, dated October 20, 2015, between Daniel J. Devine and the registrant.

10-Q

10.1

November 6, 2015

10.24

Employment Agreement between Rodney T. Sheng and the registrant.

S-1

10.27

March 20, 2009

10.25

Offer Letter to Diane Thompson.

S-1

10.28

March 20, 2009

10.26

Offer Letter to Thomas Ashbrook.

S-1

10.29

March 20, 2009

10.27

Employment Agreement, dated March 5, 2015, between Christopher M. Henn and the registrant

8-K

10.1

March 19, 2015

10.28

Employment Agreement, dated October 1, 2015, between Kevin Royal and the registrant

8-K

10.1

October 1, 2015

10.29

Amended and Restated Executive Severance Plan.

10-Q

10.1

August 4, 2015

10.30

Amended and Restated Form of Severance Agreement under the Executive Severance Plan.

10-Q

10.2

August 4, 2015

10.31

Offer Letter to Dale Crandall.

S-1

10.30

March 20, 2009

10.32

Offer Letter to Marye Anne Fox.

10-K

10.30

March 7, 2012

10.33

Form of Indemnification Agreement.

10.34

Stock Ownership Guidelines (effective May 14, 2013).

10-K

10.33

March 17, 2014

10.35

Nominating Agreement between Warburg Pincus and the registrant.

S-1

10.11

February 17, 2009

Bank Documents

10.36

Credit Agreement dated January 29, 2010 with Comerica Bank

8-K

99.1

February 3, 2010

10.37

Revolving Credit Note dated January 29, 2010 with Comerica Bank

8-K

99.2

February 3, 2010

10.38

Security Agreement dated January 29, 2010 with Comerica Bank

8-K

99.3

February 3, 2010

10.39

First Amendment to Loan Documents with Comerica Bank dated July 30, 2010

10-Q

10.1

August 3, 2010

10.40

Second Amendment to Loan Documents with Comerica Bank dated August 6, 2010.

10-Q

10.2

November 2, 2010

10.41

Third Amendment to Loan Documents with Comerica Bank dated December 1, 2010.

10-K

10.39

March 2, 2011

10.42

Fourth Amendment to Loan Documents with Comerica Bank, dated May 2, 2011.

10-Q

10.1

August 2, 2011

118

Exhibit

Description of Document

Filed Herewith

Incorporated by Reference

Form

Exhibit No.

Date Filed

10.43

Fifth Amendment to Loan Documents with Comerica Bank, dated January 27, 2012.

10-K

10.43

March 7, 2012

10.44

Sixth Amendment to Loan Documents with Comerica Bank, dated March 30, 2012.

10-Q

10.6

May 1, 2012

10.45

Amended and Restated Revolving Credit Agreement with Comerica Bank, dated as of April 13, 2012.

10-Q

10.1

August 7, 2012

Material Real Estate Agreements

10.46

†

Office Lease dated January 31, 2008 with Kilroy Realty, L.P., as amended by the First Amendment thereto dated December 1, 2008, related to the premises located at 13480 Evening Creek Drive North, San Diego, California.

S-1

10.15

April 13, 2009

10.47

†

Second Amendment to Office Lease dated June 3, 2009, with Kilroy Realty L.P., related to the premises located at 13480 Evening Creek Drive North, San Diego, California.

10-Q

10.2

August 11, 2009

10.48

†

Office Lease and Sublease Agreements, related to the premises located at 13500 Evening Creek Drive North, San Diego, California.

S-1

10.16

April 13, 2009

10.49

†

First Amendment to Office Lease dated March 12, 2010, with Kilroy Realty, L.P., related to the premises located at 13500 Evening Creek Drive North, San Diego, California.

10-Q

10.5

May 3, 2010

10.50

†

Second Amendment to Office Lease with Kilroy Realty, L.P., dated February 29, 2012, related to the premises located at 13500 Evening Creek Drive North, San Diego, California.

10-Q

10.5

May 1, 2012

10.51

†

Office Lease dated June 26, 2009, with Kilroy Realty, L.P., related to the premises located at 13520 Evening Creek Drive North, San Diego, California.

10-Q

10.1

August 11, 2009

10.52

†

Standard Form Modified Gross Office Lease dated October 22, 2008, and addendum, with Sunroad Centrum Office I, L.P. related to the premises located at 8620 Spectrum Center Lane, San Diego, California.

S-1

10.17

March 2, 2009

10.53

†

First Amendment to Standard Form Modified Gross Office Lease dated September 16, 2011, with Sunroad Centrum Office I, L.P., related to the premises located at 8620 Spectrum Center Lane, San Diego, California.

10-Q

10.4

December 16, 2011

10.54

†

Office Lease dated February 28, 2011 with WSC 1515 Arapahoe Investors V, L.L.C., related to the premises located at located at 1515 Arapahoe Street, Denver, Colorado.

10-Q

10.1

May 3, 2011

10.55

†

Commencement Date Memorandum and First Amendment to Office Lease dated November 18, 2011 with WSC 1515 Arapahoe Investors V, L.L.C., related to the premises located at located at 1515 Arapahoe Street, Denver, Colorado.

10-K

10.55

March 7, 2012

10.56

†

Lease dated August 8, 2011, with CCP/MS SSIII Denver Tabor Center I Property Owner LLC, related to the premises located at 1200 17th Street and 1201 16th Street, Denver, Colorado.

10-Q

10.3

November 1, 2011

10.57

†

First Amendment dated June 28, 2012, with CCP/MS SSIII Denver Tabor Center I Property Owner LLC, related to the premises located at 1200 17th Street and 1201 16th Street, Denver, Colorado.

10-Q

10.2

August 7, 2012

10.58

Purchase Agreement and Escrow Instructions, dated December 21 2015, with Clinton Catalyst, LLC.

10.59

Lease Agreement, dated December 29, 2015, with Clinton Catalyst, LLC

Material Strategic Agreements

10.60

†

Master Services and License Agreement dated September 29, 2009, with eCollege.com

8-K

99.1

October 1, 2009

10.61

†

First Addendum to Master Services and License Agreement dated November 9, 2009 with eCollege.com

10-K

10.45

March 2, 2010

10.62

†

Second Addendum to Master Services and License Agreement dated December 15, 2009 with eCollege.com

10-K

10.46

March 2, 2010

10.63

†

Third Addendum to Master Services and License Agreement dated January 12, 2010 with eCollege.com

10-K

10.47

March 2, 2010

10.64

†

Fourth Addendum to Master Services and License Agreement dated October 14, 2010 with eCollege.com

10-K

10.54

March 2, 2011

10.65

†

Fifth Addendum to Master Services and License Agreement dated January 30, 2015 with eCollege.com

8-K

10.1

February 3, 2015

10.66

†

Software License Agreement and Campuscare Support Agreement between Campus Management Corp. and the registrant.

S-1

10.21

March 30, 2009

119

Exhibit

Description of Document

Filed Herewith

Incorporated by Reference

Form

Exhibit No.

Date Filed

10.67

†

Addenda to Software License Agreement with Campus Management Corp. dated June 29, 2009.

10-Q

10.5

August 11, 2009

10.68

†

Addendum to CampusCare Maintenance and Support Agreement dated February 11, 2011 with Campus Management Corporation.

10-Q

10.2

May 3, 2011

10.69

†

CampusCare Maintenance and Support Renewal dated December 28, 2011, with Campus Management Corp.

10-K

10.67

March 7, 2012

10.70

†

Addendum to Software License Agreement with Campus Management Corp. dated June 29, 2012.

10-K

10.72

March 12, 2013

10.71

†

Addendum to CampusCare Support Agreement dated June 29, 2012 with Campus Management Corporation.

10-K

10.73

March 12, 2013

10.72

†

CampusCare Maintenance and Support Renewal dated December 10, 2012, with Campus Management Corp.

10-K

10.68

March 17, 2014

10.73

†

CampusCare Maintenance and Support Renewal dated October 24, 2013, with Campus Management Corp.

10-K

10.69

March 17, 2014

10.74

†

Addendum to Software License Agreement with Campus Management Corp. dated April 1, 2014.

10-Q

10.1

August 7, 2014

10.75

†

Addendum to CampusCare Support Agreement dated April 1, 2014 with Campus Management Corp.

10-Q

10.2

August 7, 2014

10.76

†

CampusCare Maintenance and Support Renewal dated January 20, 2016, with Campus Management Corp.

10.77

General Services Agreement dated January 1, 2009 between Affiliated Computer Services, Inc. and Ashford University, LLC.

10-K

10.68

March 7, 2012

10.78

Amendment One to General Services Agreement dated July 14, 2011 between Affiliated Computer Services, Inc. and Ashford University, LLC.

10-Q

10.4

August 2, 2011

10.79

†

Amendment One to Task Order One (Central Financial Aid Processing) dated January 2, 2012 between Affiliated Computer Services, Inc. and Ashford University, LLC.

10-K

10.70

March 7, 2012

10.80

General Services Agreement dated January 1, 2009 between Affiliated Computer Services, Inc. and University of the Rockies, LLC.

10-K

10.71

March 7, 2012

10.81

Amendment One to General Services Agreement dated July 15, 2011 between Affiliated Computer Services, Inc. and University of the Rockies, LLC.

10-Q

10.5

August 2, 2011

10.82

†

Amendment One to Task Order One (Central Financial Aid Processing) dated January 2, 2012 between Affiliated Computer Services, Inc. and University of the Rockies, LLC.

10-K

10.73

March 7, 2012

10.83

†

License Agreement dated October 31, 2013 between Forbes Education Holdings, Bridgepoint Education, Inc. and Ashford University, LLC.

10-K

10.76

March 17, 2014

10.84

Private Cloud Services Agreement, dated December 15, 2015, with North American Communications Resource, Inc.

Code of Ethics

14.1

Amended and Restated Code of Ethics

8-K

14.1

December 1, 2009

Subsidiaries

21.1

List of subsidiaries of the registrant.

Consent and Power of Attorney

23.1

Consent of independent registered public accounting firm.

24.1

Power of Attorney (included on signature page).

Certifications Required by Sarbanes-Oxley Act of 2002

31.1

Certification of Andrew S. Clark, CEO and President, pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Kevin Royal, Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Andrew S. Clark, CEO and President, and Kevin Royal, Chief Financial Officer

99.1

Disclosure required pursuant to Section 13(r) of the Securities Exchange Act of 1934

120

Exhibit

Description of Document

Filed Herewith

Incorporated by Reference

Form

Exhibit No.

Date Filed

Interactive Data

101

‡

The following financial information from our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on March 8, 2016, formatted in Extensible Business Reporting Language (“XBRL”): (i) the Consolidated Balance Sheets as of December 31, 2015 and 2014; (ii) the Consolidated Statements of Income for the years ended December 31, 2015, 2014 and 2013; (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013; (iv) the Consolidated Statements of Stockholder's Equity for the three years ended December 31, 2015; (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013; and (vi) the Notes to Annual Consolidated Financial Statements.


*	Indicates management contract or compensatory plan or arrangement.


†	Portions of this exhibit have been omitted pursuant to a request for confidential treatment and the non-public information has been filed separately with the SEC.

121

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	BRIDGEPOINT EDUCATION, INC.

	/s/ ANDREW S. CLARK
	Andrew S. Clark (CEO and President)

Dated: March 8, 2016

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew S. Clark and Kevin Royal, jointly and severally, as his or her attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Name	Title	Date
/s/ ANDREW S. CLARK	CEO and President (Principal Executive Officer) and a Director	March 8, 2016
Andrew S. Clark

/s/ KEVIN ROYAL	Chief Financial Officer (Principal Financial Officer)	March 8, 2016
Kevin Royal

/s/ RUSSELL SAKAMOTO	Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)	March 8, 2016
Russell Sakamoto

/s/ RYAN CRAIG	Director	March 8, 2016
Ryan Craig

/s/ DALE CRANDALL	Director	March 8, 2016
Dale Crandall

/s/ PATRICK HACKETT	Director	March 8, 2016
Patrick T. Hackett

/s/ MARYE ANNE FOX	Director	March 8, 2016
Marye Anne Fox

/s/ ROBERT HARTMAN	Director	March 8, 2016
Robert Hartman

/s/ VICTOR NICHOLS	Director	March 8, 2016
Victor Nichols

/s/ ADARSH SARMA	Director	March 8, 2016
Adarsh Sarma

122

Exhibit 10.33

BRIDGEPOINT EDUCATION, INC. INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT is made and entered into as of the day of ____________, 20__ (the “Agreement”), by and between Bridgepoint Education, Inc., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”), with reference to the following facts:

A. The Company desires the benefits of having Indemnitee serve as an officer and/or director secure in the knowledge that any expenses, liability and/or losses incurred by him or her in his or her good faith service to the Company will be borne by the Company or its successors and assigns.

B. Indemnitee is willing to serve in his or her position with the Company only on the condition that he or she be indemnified for such expenses, liability and/or losses.

C. The Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance for directors, officers and agents of a corporation at reasonable cost.

D. The Company and Indemnitee recognize that there has been an increase in litigation against corporate directors, officers and agents.

E. Article 7 of the Company's Fifth Amended and Restated Certificate of Incorporation (the “Certificate”) provides that, to the fullest extent permitted by Delaware Law, no director or officer of the Company shall be liable to the Company or its stockholders for monetary damages arising from a breach of fiduciary duty owed by such director or officer, as applicable, to the Company or its stockholders; provided, however, that liability of any director or officer shall not be eliminated or limited for acts or omissions which involve any breach of a director's or officer's duty of loyalty to this corporation or its stockholders, acts or omissions not in good faith, intentional misconduct, fraud or a knowing violation of law, under Section 174 of the General Corporation Law of the State of Delaware or for transactions from which the officer or director derived an improper personal benefit.

F. Article VIII of the Company's Second Amended and Restated Bylaws (“Bylaws”) provides that the Company shall indemnify any person who is or was a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company to procure a judgment in its favor) by reason of the fact that such person is or was a director or officer of the Company, or by reason of any action or inaction on the part of such person while acting as a director or officer of the Company, against expenses, judgments, fines, settlements (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) and other amounts actually and reasonably incurred by such person in connection with such proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding, if he or she had no reasonable cause to believe his or her conduct was unlawful.

NOW, THEREFORE, the parties hereby agree as follows:


1.	Definitions . For purposes of this Agreement:

1.1 “Agent” shall mean any person who is or was a director, officer, employee or agent of the Company, or a subsidiary of the Company whether serving in such capacity or as a director, officer, employee, agent, fiduciary or other official of another corporation, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.

1.2 “Beneficial Owner” shall have the meaning given to the term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

1.3 “Change of Control” shall mean, solely for purposes of this Agreement, the occurrence of any of the following events after the date of this Agreement:

(a) The acquisition by any individual, entity or group (other than the Company or any employee benefit plan of the Company or Warburg Pincus & Co. and its affiliated entities and investment funds) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of securities representing more than 25% of the voting securities of the Company entitled to vote generally in the election of directors, determined on a fully-diluted basis ("Company Voting Securities"); provided, however, that such acquisition will not constitute a Change of Control hereunder if a majority of the holders of the Company Voting Securities immediately prior to such acquisition retain directly or through ownership of one or more holding companies, immediately following such acquisition, a majority of the voting securities entitled to vote generally in the election of directors of the successor entity;

(b) The sale, transfer or other disposition of 50% or more of the Company's assets to one or more unaffiliated individual(s), entities or groups ; or

“Company Directors” will mean (A) individuals who as of the date of this Agreement are directors of the Company, (B) individuals elected as directors of the Company subsequent to the date of this Agreement for whose election proxies will have been solicited by the Board, or (C) any individual appointed to the Board to fill vacancies of the Board caused by death or voluntary resignation (but not by removal) or to fill newly created directorships.

A transaction will not constitute a Change of Control if its sole purpose is to change the state of the Company's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transactions.

1.4 “Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is being sought by Indemnitee.

1.5 “Expenses” shall include, without limitation, (a) all reasonable direct and indirect costs incurred, paid or accrued, (b) all reasonable attorneys' fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, food and lodging expenses while traveling, duplicating costs, printing and binding costs, telephone charges, postage, delivery service, freight or other transportation fees and expenses, (c) all other reasonable disbursements and out-of-pocket expenses, and (d) amounts paid in settlement, to the extent not prohibited by Delaware Law.

1.6 “Independent Counsel” shall mean a law firm or a member of a law firm that neither is presently nor in the past five years has been retained to represent: (a) the Company, the Board, any committee of the Board, an affiliate of the Company or Indemnitee in any matter material to either party or (b) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's right to indemnification under this Agreement.

1.7 “Liabilities” shall mean liabilities of any type whatsoever, including, but not limited to, judgments, arbitral awards, fines, ERISA or other excise taxes and penalties, and amounts paid in settlement (including all interest, assessments or other charges paid or payable in connection with any of the foregoing).

1.8 “Delaware Law” means the Delaware General Corporation Law, as amended and in effect from time to time or any successor or other statutes of Delaware having similar import and effect.

1.9 “Proceeding” shall mean any pending, threatened or completed action, hearing, suit or any other proceeding, whether civil, criminal, arbitrative, administrative, investigative or any alternative dispute resolution mechanism, including without limitation any Proceeding brought by or in the right of the Company, in which Indemnitee was, is or will be involved as a party, witness or otherwise, by reason of the fact that Indemnitee is or was an Agent of the Company, by reason of any action taken by him or her or any inaction on his or her part while acting as an Agent of the Company, whether or not he or she is acting or serving in any such capacity at the time any such Proceeding commences or is ongoing.

1.10 “Voting Securities” means any securities of the Company that vote generally in the election of directors.

2. Employment Rights and Duties . Subject to any other obligations imposed on either of the parties by contract or by law, and with the understanding that this Agreement is not intended to confer employment rights on either party which they did not possess on the date of its execution, Indemnitee agrees to serve as a director or officer so long as he or she is duly appointed or elected and qualified in accordance with the applicable provisions of the Certificate and Bylaws of the Company or any subsidiary of the Company and until such time as he or she resigns or fails to stand for election or until his or her employment terminates. Indemnitee may from time to time also perform other services at the request, or for the convenience of, or otherwise benefiting the Company. Indemnitee may at any time and for any reason resign or be removed from such position (subject to any other contractual obligation or other obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in any such position. For sake of clarity, in the event of such resignation or removal, this Agreement shall survive according to its terms.


3.	Directors' and Officers' Insurance .

3.1 The Company hereby covenants and agrees that, so long as Indemnitee shall continue to serve as a director or officer of the Company and thereafter so long as Indemnitee shall be subject to any possible Proceeding, the Company, subject to Section 3.3, shall maintain directors' and officers' insurance in full force and effect.

3.2 In all policies of directors' and officers' insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company's directors or officers most favorably insured by such policy.

3.3 The Company shall maintain directors' and officers' insurance unless the Board determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount and/or scope of coverage provided to the insureds (other than the Company), or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit to the insureds (other than the Company); provided, however, that if Indemnitee is not then serving as a director of the Company, then the Company must provide notice to Indemnitee, no less than thirty (30) days prior to the effective date of cancellation, expiration or non-renewal of the then-current directors' and officers' insurance policy, of the Board's determination, or the possibility of such a determination, to discontinue maintenance of directors' and officers' insurance in accordance with the exception set forth in this Section 3.3, and the Company shall in good faith request that the Board reconsider any such determination based on information that Indemnitee or his or her insurance broker is able to provide concerning the availability, costs and benefits of continued insurance coverage. Failure of the Company to provide the required notice shall render the exception to the obligation to continue to maintain directors' and officers' insurance set forth in this Section 3.3 inapplicable. In the event the Company properly relies on the exception to the obligation to continue to maintain directors' and officers' insurance set forth in this Section 3.3, the Company shall purchase, prior to the deadline therefor, the maximum “option extension period,” “discovery period” or similar benefit available under the last directors' and officers' insurance policy in effect, providing to Indemnitee continuing coverage following policy expiration for a premium which is fixed by the terms of such last policy in effect; or, if such coverage may be purchased only by Indemnitee, the Company shall pay directly for, or reimburse Indemnitee for the cost of, Indemnitee's purchase of such coverage.

3.4 If, at the time of the receipt by the Company of a notice of a “Claim” as that term or any similar term is defined under any policy of directors' and officers' liability insurance maintained by the Company, the Company shall give prompt notice of the commencement of such Claim to the insurer(s) in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Claim in accordance with the terms of such policies.

4. Indemnification . The Company shall indemnify Indemnitee to the fullest extent authorized or permitted by Delaware Law in effect on the date hereof, and as Delaware Law may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Company to provide broader indemnification rights than Delaware Law permitted the Company to provide before such amendment). Without in any way diminishing the scope of the indemnification provided by this Section 4, the Company shall indemnify Indemnitee if and whenever he or she is or was a witness, a participant or a party or is threatened to be made a witness, a participant or a party to any Proceeding, against all Expenses and Liabilities actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the investigation, defense, settlement or appeal of such Proceeding. In addition to, and not as a limitation of, the foregoing, the rights of indemnification of Indemnitee provided under this Agreement shall include those rights set forth in Sections 5, 6 and 7 below.


5.	Payment of Expenses .

5.1 All Expenses incurred by or on behalf of Indemnitee shall be advanced by the Company to Indemnitee within thirty (30) days, notwithstanding any other time specified in the Certificate or Bylaws to the contrary, after the receipt by the Company of a written request for such advance which may be made from time to time, whether prior to or after final disposition of a Proceeding (unless there has been a final determination by a court of competent jurisdiction or arbitrator that Indemnitee is not entitled to be indemnified

for such Expenses). Indemnitee's entitlement to advancement of Expenses shall include those incurred in connection with any Proceeding by Indemnitee seeking a determination, an adjudication or an award in arbitration pursuant to this Agreement. The requests shall reasonably evidence the Expenses incurred by Indemnitee in connection therewith. In connection with any request to advance Expenses, and as required under Delaware General Corporation Law § 145(e), Indemnitee shall execute and deliver to the Company an undertaking to repay the amounts advanced pursuant to this Agreement if it shall ultimately be determined that Indemnitee is not entitled to be indemnified pursuant to the terms of this Agreement. Indemnitee shall, at the Company's request, provide an additional undertaking to such effect in connection with any Proceeding in which Indemnitee requests advancement of Expenses hereunder.

5.2 Subject to Section 10.1 but notwithstanding any other provision in this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith.


6.	Procedure for Determination of Entitlement to Indemnification .

6.1 Whenever Indemnitee believes that he or she is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification (the “Indemnification Request”) to the Company to the attention of the Chief Executive Officer with copies to the Secretary and the General Counsel. This request shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee. Determination of Indemnitee's entitlement to indemnification shall be made no later than sixty (60) days after receipt of the Indemnification Request. The Chief Executive Officer or the Secretary or the General Counsel shall, promptly upon receipt of Indemnitee's Indemnification Request, advise the Board in writing that Indemnitee has made such request for indemnification. Prior to any determination, Indemnitee shall, at the Company’s request, execute and deliver to the Company an undertaking, consistent with Delaware General Corporation Law § 145(e), to repay the amounts of indemnification requested pursuant to this Agreement if it shall ultimately be determined that Indemnitee is not entitled to be indemnified pursuant to the terms of this Agreement.

6.2 Following receipt by the Company of an Indemnification Request, an initial determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board of Directors: (1) by a majority vote of the Disinterested Directors, even though less than a quorum, (2) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum, (3) if there are no Disinterested Directors or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (4) by a majority vote of the stockholders of the Company. Notwithstanding the foregoing, following a Change of Control, the determination shall be made by Independent Counsel pursuant to clause (3) above. The Company agrees to bear any and all Expenses reasonably incurred by Indemnitee or the Company in connection with the determination of Indemnitee's entitlement to indemnification by any of the above methods.

7. Presumptions and Effect of Certain Proceedings . Upon making an Indemnification Request, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the

Company shall have the burden of proof by clear and convincing evidence to overcome that presumption in reaching any contrary determination. The termination of any Proceeding by judgment, order, settlement, arbitration award or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, (a) adversely affect the rights of Indemnitee to indemnification except as indemnification may be expressly prohibited under this Agreement, (b) create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or

(c) with respect to any criminal action or proceeding, create a presumption that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

8. Remedies of Indemnitee in Cases of Determination Not to Indemnify or to Advance Expenses .

8.1 In the event that (a) an initial determination is made that Indemnitee is not entitled to indemnification, (b) advances for Expenses are not made when and as required by this Agreement, (c) payment has not been timely made following a determination of entitlement to indemnification pursuant to this Agreement or (d) Indemnitee otherwise seeks enforcement of this Agreement, pursuant to Delaware General Corporation Law § 145(k), Indemnitee shall be entitled to a final adjudication in an appropriate court of the State of Delaware of his or her entitlement to such indemnification or advance. Alternatively, Indemnitee at his or her option may seek an award in arbitration. If the parties are unable to agree on an arbitrator within twenty (20) days, the parties shall provide JAMS (“JAMS”) with a statement of the nature of the dispute and the desired qualifications of the arbitrator. JAMS will then provide a list of three available arbitrators. Each party may strike one of the names on the list, and the remaining person will serve as the arbitrator. If both parties strike the same person, JAMS will select the arbitrator from the other two names. The arbitration award shall be made within ninety (90) days following the demand for arbitration. Except as set forth herein, the provisions of Delaware law shall apply to any such arbitration. In any such proceeding or arbitration Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof by clear and convincing evidence to overcome that presumption.

8.2 A court or arbitrator to which Indemnitee may apply for enforcement of this Agreement shall give no deference or weight to an initial determination made by the Company pursuant to the methods set forth in Section 6.2 above that, in whole or in part, Indemnitee is not entitled to indemnification.

8.3 If an initial determination is made or deemed to have been made pursuant to the terms of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in the absence of (a) a misrepresentation of a material fact by Indemnitee in the request for indemnification or (b) a specific finding (which has become final) by a court of competent jurisdiction or arbitrator that all or any part of such indemnification is expressly prohibited by law.

8.4 The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, will be inadequate, impracticable and difficult to prove, and further agree that such breach would cause Indemnitee irreparable harm. Accordingly, the Company and Indemnitee agree that Indemnitee shall be entitled to temporary and permanent injunctive relief to enforce this Agreement without the necessity of proving actual damages or irreparable harm. The Company and Indemnitee further agree that Indemnitee shall be entitled to such injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bond or other undertaking in connection therewith. Any such requirement of bond or undertaking is hereby waived by the Company, and the Company acknowledges that in the absence of such a waiver, a bond or undertaking may be required by the court.

8.5 The Company agrees not to assert that the procedures and presumptions of this Agreement are not valid, binding and enforceable. The Company further agrees to stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement and not to make any assertion to the contrary.

8.6 Expenses reasonably incurred by Indemnitee in connection with his or her Indemnification Request under, seeking enforcement of, or to recover damages for breach of this Agreement shall be borne and advanced by the Company, unless a court of competent jurisdiction or arbitrator determines that each and every material assertion made by Indemnitee in such action was either not made in good faith or was frivolous.

9. Other Rights to Indemnification . Subject to the thirty-day (30) period for advancement provided in Section 5.1, Indemnitee's rights of indemnification and advancement of expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may now or in the future be entitled under applicable law, the Certificate, the Bylaws, an employment agreement, a vote of stockholders or Disinterested Directors, insurance or other financial arrangements or otherwise.

10. Limitations on Indemnification . No indemnification pursuant to Section 4 shall be paid by the Company nor shall Expenses be advanced pursuant to Section 4:

10.1 Insurance . To the extent that Indemnitee is reimbursed pursuant to such insurance as may exist for Indemnitee's benefit. Notwithstanding the availability of such insurance, Indemnitee also may claim indemnification from the Company pursuant to this Agreement by assigning to the Company, consistent with Section 15.3, any claims under such insurance to the extent Indemnitee is paid by the Company. Indemnitee shall reimburse the Company for any sums he or she receives as indemnification from other sources to the extent of any amount paid to him or her for that purpose by the Company;

10.2 Section 16(b) . On account and to the extent of any wholly or partially successful claim against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) or the Securities Exchange Act of 1934, as amended, and amendments thereto or similar provisions of any federal, state or local statutory law; or

10.3 Indemnitee's Proceedings . In connection with all or any part of a Proceeding which is initiated or maintained by or on behalf of Indemnitee, or any Proceeding by Indemnitee against the Company

or its directors, officers, employees or other agents, unless (a) such indemnification is expressly required to be made by Delaware Law, (b) the Proceeding was authorized by a majority of the Disinterested Directors,

(c) there has been a Change of Control or (d) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under Delaware Law.

11. Duration and Scope of Agreement; Binding Effect . This Agreement shall continue so long as Indemnitee shall be subject to any possible Proceeding. This Agreement shall be binding upon the Company and its successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company) and shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors, administrators and other legal representatives.

12. Notice by Indemnitee and Defense of Claims . Indemnitee agrees to promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter which may be subject to indemnification hereunder, whether civil, criminal, arbitrative, administrative or investigative; but the omission so to notify the Company will not relieve it from any liability which it may have to Indemnitee if such omission does not actually prejudice the Company's rights and, if such omission does prejudice the Company's rights, it will relieve the Company from liability only to the extent of such prejudice; nor will such omission relieve the Company from any liability which it may have to Indemnitee otherwise than under this Agreement. With respect to any Proceeding:

12.1 The Company will be entitled to participate therein at its own expense;

12.2 Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election so to assume the defense thereof and the assumption of such defense, the Company will not be liable to Indemnitee under this Agreement for any attorney fees or costs subsequently incurred by Indemnitee in connection with Indemnitee's defense except as otherwise provided below. Indemnitee shall have the right to employ his or her counsel in such Proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof and the assumption of such defense shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company in writing, (ii) Indemnitee shall have reasonably concluded that there is or is reasonably likely to be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Company; and

12.3 The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim which would impose any limitation, payment obligation, cost or penalty on Indemnitee without Indemnitee's written consent. Neither the Company nor Indemnitee will unreasonably withhold its consent to any proposed settlement.

12.4 Indemnitee shall provide reasonable cooperation to the Company and counsel selected pursuant to Section 12.2 in connection with the defense of any Proceeding, including providing to the Company and such counsel, upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such defense. Any Expenses reasonably incurred by Indemnitee in so cooperating shall be borne by the Company and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


13.	Contribution .

13.1 Whether or not the indemnification provided in Section 4 hereof is available, in respect of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall pay, in the first instance and to the fullest extent permitted by applicable law, the entire amount of any Expenses and Liabilities without requiring Indemnitee to contribute to such payment and the Company hereby waives and, to the fullest extent permitted by applicable law, relinquishes any right of contribution it may have against Indemnitee with respect to such Expenses and Liabilities. The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

13.2 Without diminishing or impairing the obligations of the Company set forth in Section 13.1, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any Expenses or Liabilities in any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses and Liabilities actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all Agents of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction(s) from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all Agents of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Expenses and Liabilities, as well as any other equitable considerations that may be required to be considered under applicable law. The relative fault of the Company and all Agents of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.

13.3 The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by Agents of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

13.4 To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever other than as set forth in Section 10, the Company, in lieu of indemnifying Indemnitee, shall contribute to the Expenses and Liabilities incurred by Indemnitee in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect the relative benefits received by the Company and all Agents of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction(s) from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all Agents of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Expenses and Liabilities, as well as any other equitable considerations which may be required to be considered under applicable law. The relative fault of the Company and all Agents of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.

14. Period of Limitations . No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee's estate, spouse, heirs, executors or personal or legal representatives after the expiration of two (2) years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern.


15.	Miscellaneous Provisions .

15.1 Severability . If any provision or provisions of this Agreement (or any portion thereof) shall be held by a court of competent jurisdiction or arbitrator to be invalid, illegal or unenforceable for any reason whatever: (a) such provision shall be limited or modified in its application to the minimum extent necessary to avoid the invalidity, illegality or unenforceability of such provision; (b) the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby; and (c) to the fullest extent possible, the provisions of this Agreement shall be construed so as to give effect to the intent manifested by the provision (or portion thereof) held invalid, illegal or unenforceable.

15.2 Partial Indemnity . If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Expenses or Liabilities of any type whatsoever incurred by him or her in the investigation, defense, settlement or appeal of a Proceeding but not entitled to all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for such total amount except as to the portion thereof for which it has been determined pursuant to Section 6 hereof that Indemnitee is not entitled.

15.3 Subrogation . In the event of payment to the Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee. Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

15.4 Identical Counterparts . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

15.5 Interpretation of Agreement . It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification to Indemnitee to the fullest extent not now or hereafter prohibited by law.

15.6 Headings . The headings of the Sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

15.7 Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties to this Agreement. No waiver of any provision of this Agreement shall be deemed to constitute a waiver of any of the other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.

15.8 Notices . All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:

(a) To Indemnitee at the address set forth below Indemnitee signature hereto:

(b) To the Company at: Bridgepoint Education,Inc.

13500 Evening Creek Dr., Ste. 600 San Diego, CA 92128

Telephone: (858) 513-9240

Facsimile: (858) 513-9239 Attention: Chief Executive Officer

With Copies to: Secretary and General Counsel

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

15.9 Governing Law . The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware.

15.10 Consent to Jurisdiction . Pursuant to Delaware General Corporation Law § 145(k), the Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this agreement and agree that any action instituted under this agreement shall be brought only in the state courts of the State of Delaware.

15.11 Entire Agreement . This Agreement represents the entire agreement between the parties hereto, and there are no other agreements, contracts or understanding between the parties hereto with respect to the subject matter of this Agreement, except as provided in Sections 3 and 9 or otherwise specifically referred to herein.

IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on the day and year first above written.



		BRIDGEPOINT EDUCATION, INC.

		By:
				Name:
				Title:


		INDEMNITEE

		By:
				Name:
				Title:
				Address:



				Telephone:
				Facsimile:

Exhibit 10.58

PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS

THIS PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS (“ Agreement ”) is made and entered into as of December 21, 2015 (“ Effective Date ”), by and between Bridgepoint Education Real Estate Holdings, LLC, an Iowa limited liability company and Ashford University, LLC, a California limited liability company (collectively, “ Seller ”), and Clinton Catalyst, LLC, an Iowa limited liability company or its assignee pursuant to Section 22.10 below (“ Buyer ”), who agree as follows:

This Agreement constitutes: (a) a contract of purchase and sale between the Parties; and (b) escrow instructions to Escrow Holder, the consent of which appears at the end of this Agreement. Buyer and Seller shall deliver to Escrow Holder consideration in the amount and in the manner hereinafter provided, and any additional funds and instruments required from Buyer or Seller, in order to enable Escrow Holder to comply with these instructions which Escrow Holder is to use on or before the Closing Date.

ARTICLE 1
Recitals

1.1 Property . Seller is the owner of certain real property located in Clinton, Iowa generally described as follows, and more specifically described on Exhibit “1.1” attached hereto (collectively, the “ Land ”):

1.1.1 Main campus is located at 400 North Bluff Boulevard and is comprised of eight buildings totaling approximately 326, 722 square feet, is situated on approximately 16.8 acres, and is comprised of eight structures: Regis Hall, Durham Hall, St. Clare Hall, the Ladd Science Building, the Durgin Educational Center/Kehl Arena, St. Francis, the Library, and the Chimney House (Power/Boiler House).

1.1.2 The BW Student Residence Hall at 2300 Lincoln Highway (former Best Western) comprises an approximate 6.6-acre site, and is improved with an approximate 82,537 square foot building.

1.1.3 The South Campus is an approximate 129.3-acre site located at 1501-1523 Harrison Drive and 1650 South 14th Street formerly known as Clinton Country Club and Golf Course containing roughly 32.9 acres of former golf course that sits adjacent to the athletic field parcel, an approximate 23.6-acre artificial turf soccer/football field with track and an approximate 4,416 square foot athletic building, plus roughly 66.8 acres of former country club land including tennis courts and a swimming pool.

1.1.4 The Red House, located at 610 North Bluff Boulevard and comprised of roughly 0.5 acres, contains an approximate 2,113 square foot former dwelling unit currently being used for administrative purposes.

As used in this Agreement, the term “ Property ” shall mean the Land, the Appurtenances, the Improvements, the Personal Property and the Intangible Personal Property.

1.2 Agreement of Sale . Seller desires to sell and convey and Buyer desires to purchase and acquire the Property, upon and subject to the provisions and conditions set forth herein.

ARTICLE 2
Definitions

2.1 Definitions . Unless the context otherwise indicates, whenever used in this Agreement:

“ Affiliate ” means, with respect to any entity, any other entity who directly or indirectly controls, is controlled by, or is under direct or indirect common control with, such entity, and includes any entity in like relation to an Affiliate. An entity is deemed to control another entity if such entity possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other entity, whether through the ownership of voting securities, by contract or otherwise; and the term "controlled" has a corresponding meaning.

“ Agreement ” is as defined in the first paragraph hereof.

“ Applicable Law ” or “ Applicable Laws ” means all applicable provisions and conditions of any statute, regulation, ordinance, decree, ruling or judgment enacted, issued or made by any Governmental Authority.

“ Approval Notice ” is as defined in Section 7.6.

“ Appurtenances ” means, to the extent owned by Seller, all rights, privileges and easements appurtenant to the Land, and any rights-of-way or other appurtenances used in connection with the beneficial use and enjoyment of the Land, and all of Seller’s right, title and interest, if any, in and to all roads, easements, rights of way and alleys adjoining or servicing the Land.

“ Assignment of Assets ” is as defined in Section 11.1.2.

“ Bank ” is as defined in Section 4.3.

“ Broker ” means, collectively, Colliers International representing Seller and Kidder Matthews representing Buyer.

“ Business Day ” or “ Business Days ” means any Day(s) when Escrow Holder and the County are open for business and, in the case of the County, documents can be placed of record.

“ Buyer ” is as defined in the first paragraph hereof.

“ Buyer’s Agents ” means Buyer’s employees, agents, contractors, subcontractors, materialmen, consultants and professionals.

“ Buyer Closing Statement ” is as defined in Section 12.1.1.

“ Buyer Costs ” means any and all third party costs paid or incurred by Buyer incident to its due diligence and acquisition activities with respect to the Property.

“ Buyer’s Title Policy ” is as defined in Section 15.3.

“ City ” means the City of Clinton, Iowa.

“ Claims ” means all claims, obligations, liabilities, causes of action, suits, debts, liens, damages, judgments, losses, demands, penalties, settlements, costs and expenses (including, without limitation, attorney’s fees and costs).

“ Closing ” is as defined in Section 15.1.

“ Closing Date ” is as defined in Section 15.1.

“ Closing Documents ” is as defined in Section 11.1.

“ County ” means the County of Clinton, Iowa.

“ Day ” or “ Days ” is as defined in Section 22.6.

“ Deposit ” is as defined in Section 4.2.

“ Disapproval Notice ” is as defined in 7.6.

“ Effective Date ” is as defined in the first paragraph hereof.

“ Encumbrances ” is as defined in Section 5.1.

“ Escrow ” is as defined in Section 15.1.

“ Escrow Holder ” means Chicago Title Insurance Company, 2415 E. Camelback Road, Phoenix, AZ 85016, Attn: DeWayne C. Huffman.

“ Excluded Materials ” is as defined in Section 6.2.

“ Express Representations ” is as defined in Section 10.1.

“ Extended Coverage Policy ” is defined in Section 15.2.

“ Feasibility Period ” means the period between the Effective Date and the Feasibility Period Expiration Date.

“ Feasibility Period Expiration Date ” means 5:00 P.M. (Pacific time) on December 21, 2015.

“ FIRPTA ” is as defined in Section 11.1.3.

“ General and Special Real Estate Taxes ” means all charges evidenced by the secured tax bill issued by the Tax Collector, including, but not limited to, amounts allocated to: (a) County or City general governmental purposes; (b) bonded indebtedness of the County or City; (c) bonded or other indebtedness and operating expenses of any school, college, sewer, water, irrigation, hospital, library, utility, county service or other district; and (d) any other lawful purpose.

“ Governmental Authority ” and “ Governmental Authorities ” mean the United States of America, the State, the County and City and any other political subdivision in which the Real Property is located or that exercises jurisdiction over the Property, and any agency, department, commission, board, bureau, property owners association, utility district, flood control district, improvement district, court or other instrumentality of any of them.

“ Hazardous Materials ” means any chemical, substance, material, controlled substance, object, condition, waste from living organisms, or any combination thereof which is or may be hazardous to human health or safety or to the environment due to its toxicity, explosivity, corrosivity, reactivity, flammability, infectiousness, radioactivity, ignitability, carcinogenicity, phytotoxicity, mutagenicity, or

otherwise hazardous, harmful, or potentially harmful properties or effects, and which are now or in the future become listed, defined or regulated in any manner by any Applicable Laws based upon, directly or indirectly, such properties or effects, including, without limitation, petroleum hydrocarbons and petroleum products, lead, asbestos, radon, and polychlorinated biphenyls (PCBS).

“ Immediately Available Funds ” means: (a) currency; or (b) a cashier’s check or certified check drawn on a bank or other financial institution; or (c) funds wire-transferred into Escrow Holder’s general escrow account(s).

“ Improvements ” means all of the improvements, structures and fixtures located on the Land and the Appurtenances, including, without limitation, the buildings located on the Land and all affixed apparatus, equipment and appliances used in connection with the ownership, use and(or) operation of the Land and Appurtenances.

“ Independent Contract Consideration ” is defined in Section 4.6.

“ Intangible Personal Property ” means all intangible personal property now or hereafter owned by Seller and used in the ownership of the Land, including, without limitation: (a) any agreements or rights relating to the ownership of the Land, including the Appurtenances; and (b) general intangibles which relate exclusively to the Land and(or) the Improvements. The definition of Intangible Personal Property shall specifically exclude the Excluded Materials.

“ Land ” is as defined in Section 1.1.

“ Lease ” is as defined in Section 11.1.2.

“ Liability Floor ” means actual monetary damages, losses, expenses, costs and liabilities, in the aggregate, in excess of $10,000.00.

“ Liability Policy ” is as defined in Section 7.5.

“ License ” is as defined in Section 7.3.

“ Limitation Period ” is as defined in Section 8.3.

“ Objection Notice ” is as defined in Section 5.2.

“ Official Records ” is as defined in Section 13.1.1.

“ Party ” or “ Parties ” means and refers to Seller and Buyer, either individually or collectively, as so provided.

“ Permitted Property Exceptions ” is as defined in Section 5.4.

“ Personal Property ” means all that furniture, fixtures and equipment owned by Seller and utilized in connection with the operation of the facilities located on the Real Property, which shall expressly exclude all information technology equipment.

“ Post-Closing Recovery Cap ” means actual monetary damages, losses, expenses, costs and liabilities, in the aggregate not exceeding $50,000.00.

“ Property ” is as defined in Section 1.1.

“ Property Materials ” is as defined in Section 6.1.

“ Purchase Price ” is as defined in Section 4.1.

“ Real Property ” means the Land, the Improvements and the Appurtenances.

“ Release ” is as defined in Section 10.5.1.

“ Releasees ” is as defined in Section 10.5.1.

“ Releasors ” is as defined in Section 10.5.1.

“ Seller ” is as defined in the first paragraph hereof.

“ Seller Closing Statement ” is as defined in Section 11.1.6.

“ Seller Parties ” mean Seller’s successors, assigns, officers, directors, shareholders, members, managers, partners, Affiliates, employees, representatives and agents.

“ Standard Coverage Policy ” is as defined in Section 15.2.

“ Survey ” is as defined in Section 5.2.

“ Supplement ” is as defined in Section 5.3.

“ Supplemental Objection Notice ” is as defined in Section 5.3.

“ Supplemental Title Response ” is as defined in Section 5.3.

“ Title Insurer ” means Chicago Title Insurance Company, 2415 E. Camelback Road, Phoenix, AZ 85016, Attn: DeWayne C. Huffman.

“ Title Report ” is as defined in Section 5.2.

“ Title Response ” is as defined in Section 5.2.

“ Transaction ” means the purchase and sale transaction set forth herein.

“ Warranty Deed ” is as defined in Section 11.1.1.

ARTICLE 3
Agreement of Sale

3.1 Purchase and Sale . Seller agrees to sell and convey and Buyer agrees to purchase and acquire the Property, upon and subject to the provisions and conditions set forth in this Agreement.

ARTICLE 4
Purchase Price and Deposits

4.1 Purchase Price . The purchase price for the Property shall be One Million Six Hundred Thousand Dollars $1,600,000.00 (“ Purchase Price ”).

4.2 Deposit . Within one (1) Business Day after the Effective Date, Buyer shall deposit with Escrow Holder the amount of $100,000.00 (the “ Deposit ”).

4.3 Disposition of the Deposit . Escrow Holder shall deposit the Deposit in an interest-bearing account at a federally-insured commercial bank (“ Bank ”). All interest earned on the Deposit while so deposited in said account (but not after any release to Seller) shall be added to and be deemed a part of the Deposit. Notwithstanding anything to the contrary contained herein, the failure of Buyer to timely deliver the Deposit, except where such failure is caused by the act or omission of Seller, shall constitute grounds for Seller to terminate this Agreement. Immediately upon receipt by Escrow Holder, the Deposit shall be automatically released by Escrow Holder to Seller without the need for any additional instruction or action on the part of Buyer, and shall constitute liquidated damages pursuant to Section 18.2 in the event Buyer defaults pursuant the provisions and conditions of this Agreement. At the Closing, the Deposit shall be applied to the Purchase Price.

4.4 Balance of Purchase Price . The balance of the Purchase Price for the Property shall be delivered by Buyer to Escrow Holder within two (2) business days after Buyer delivers the Approval Notice.

4.5 Payments . Funds payable by Buyer pursuant to this Agreement shall be paid in Immediately Available Funds to Escrow Holder.

4.6 Independent Contract Consideration . Upon the Effective Date, Buyer shall deliver to Seller by check the sum of $100.00 (the “Independent Contract Consideration”), which amount has been bargained for and agreed to as consideration for Buyer’s right to purchase the Property and for Seller’s execution and delivery of this Agreement. The Independent Contract Consideration is in addition to and independent of all other consideration provided in this Agreement, and is nonrefundable in all events.

ARTICLE 5
Title and Survey

5.1 Conveyance of the Property . Title to the Property shall be conveyed to Buyer at Closing in fee simple pursuant to the Warranty Deed and Assignment of Assets, free and clear of any and all liens, including but not limited to mechanic’s liens, claims, encumbrances, mortgages, deeds of trust and security interests, other than those liens, claims, encumbrances, mortgages, deeds of trust and security interests created, permitted or caused by Buyer or Buyer’s Agents (collectively, the “ Encumbrances ”), but subject only to the Permitted Property Exceptions.

5.2 Title Report . Buyer has obtained a preliminary title report for the Real Property (“ Title Report ”) issued by Title Insurer evidencing the vesting for the Property, the legal description for the Property, the exceptions of record for the Property and any requirements/conditions to the issuance of the Standard Coverage Policy to Buyer upon Buyer’s acquisition of title to the Property. Buyer shall have the right, but not the obligation, to obtain an ALTA survey of the Property (“ Survey ”) at Buyer’s sole cost and expense; provided, however, Buyer’s obtaining the Survey shall not be a condition to Closing, and shall in no way delay the Closing. Buyer shall have until a date two (2) Days after the Effective Date within which to object, by written notice to Seller, to any exceptions to title or other matters set forth in the Title Report and(or) the Survey (the “ Objection Notice ”). Such objections shall be within Buyer’s reasonable discretion. Except as provided in the next sentence, if Buyer fails to object to any such exceptions or other matters set forth in the Title Report and(or) the Survey pursuant to the Objection Notice to Seller, as so provided, then Buyer shall be deemed to have approved the Title Report and the Survey. Regardless of whether Buyer objects to the same or not, as so provided, Seller shall be

responsible, at Seller’s sole cost and expense, for causing the full reconveyance/termination of the Encumbrances on or before the Closing and for devoting commercially reasonable efforts to satisfying all reasonable requirements for the Seller set forth in the Title Report. For all other objectionable items, Seller shall have the right to cure or attempt to cure Buyer’s objections to such exceptions or other matters within two (2) business Days after receiving the Objection Notice. Seller shall notify Buyer in writing within said two (2) business Day period as to whether it has successfully cured Buyer’s objections described in the Objection Notice (as evidenced by a supplement issued by Title Insurer to the Title Report) and(or) Seller is unable or elects not to cure any one or more of Buyer’s objections, and request that Buyer waive Buyer’s right to terminate this Agreement due to such objections (the “ Title Response ”). Except with respect to any Encumbrances, Seller shall have the right to cure any such disapproved title items by causing the Title Insurer to endorse or “write around” the same. If Buyer so receives a Title Response indicating that Seller is unable or elects not to cure any one or more of Buyer’s objections, then Buyer shall have the right and option to either terminate this Agreement pursuant to Section 7.6 hereof by providing the Disapproval Notice or to waive its right to terminate this Agreement in writing due to such objections by the delivery of an Approval Notice. Upon any such termination, Buyer shall promptly be refunded the Deposit. If Seller fails to respond to Buyer’s objections within two (2) business Days after receiving the Objection Notice, Seller shall be deemed to have elected not to cure such objections and Buyer shall have the right and option to either terminate this Agreement pursuant to Section 7.6 hereof by providing the Disapproval Notice or to waive its right to terminate this Agreement due to such objections by providing the Approval Notice. Buyer may rely upon a preliminary title opinion prepared by an Iowa attorney based on certified abstracts of title to the Real Property in accordance with Iowa Land Title Association and American Title Association. The obligation to furnish the title coverage as set forth herein shall remain in effect and shall survive Closing. Any exceptions as a condition to a policy shall be dealt with at the time of a commitment or issuance of a title policy.

5.3 Supplement . Title Insurer may issue a supplement or supplements to the Title Report that indicate additional exception(s) to title (other than the Permitted Property Exceptions) not set forth in the Title Report and(or) the Survey (“ Supplement ”). Buyer’s review and acceptance of or objection to any additional exception(s) to title in a Supplement (other than the Permitted Property Exceptions) shall be in Buyer’s reasonable discretion. If Buyer objects to any additional exception(s) in a Supplement (other than the Permitted Property Exceptions), it shall do so by written notice to Seller (“ Supplemental Objection Notice ”), which Supplemental Objection Notice shall be given no later than three (3) Days after Buyer’s receipt of the applicable Supplement and all title documents with respect to any additional exceptions to title set forth in such Supplement. Except as herein provided, if Buyer fails to object to any such exceptions or other matters set forth in Supplement pursuant to the Supplement Objection Notice, as so provided, then Buyer shall be deemed to have approved such exceptions and other matters set forth in the Supplement. Regardless of whether Buyer objects to the same or not, as so provided, Seller shall be responsible, at Seller’s sole cost and expense, for causing the full reconveyance/termination of the Encumbrances on or before the Closing and for satisfying all reasonable requirements for the Seller in the Title Report and the Supplement. Seller shall have the right to cure or attempt to cure Buyer’s objections to such exceptions or other matters within two (2) Days after receiving the Supplemental Objection Notice or Buyer’s deemed disapproval of the matters set forth in a Supplemental. Seller shall notify Buyer in writing within said two (2) Day period as to whether it has successfully cured Buyer’s objections set forth in the Supplement Objection Notice (as evidenced by a supplement issued by Title Insurer to the Title Report) and(or) Seller is unable or elects not to cure any one or more of Buyer’s objections, and request that Buyer waive Buyer’s right to terminate this Agreement due to such objections (“ Supplemental Title Response ”). Except with respect to any Encumbrances, Seller shall have the right to cure any such disapproved title items by causing the Title Insurer to endorse or “write around” the same. If Buyer so receives a Supplemental Title Response indicating that Seller is unable or elects not

to cure any one or more of Buyer’s objections, then Buyer shall have the right and option, but not the obligation, to terminate this Agreement; provided such notice of termination is provided to Seller within two (2) Days of receipt of the Supplemental Title Response indicating that Seller is unable or elects not to cure any one or more of Buyer’s objections. If Buyer fails to provide notice of termination within two (2) Days of receipt of such Supplemental Title Response from Seller indicating that Seller is unable or elects not to cure any one or more of Buyer’s objections, then Buyer shall be deemed to have waived the right to terminate this Agreement due to such objections. Upon any such termination, Buyer shall be refunded the Deposit unless Buyer was the direct and actual cause of such disapproved title objection in violation of the provisions and conditions hereunder, in which case Seller shall be entitled to retain the Deposit. If Seller fails to respond to Buyer’s objections within two (2) Business Days after receiving the Supplemental Objection Notice, Seller shall be deemed to have elected not to cure such objections and Buyer shall have the right and option to either: (a) terminate this Agreement and be refunded the Deposit, unless Buyer was the direct and actual cause of such disapproved title objection in violation of the provisions and conditions hereunder, in which case Seller shall be entitled to retain the Deposit; or (b) waive its right to terminate this Agreement, in which case this Agreement shall continue in full force and effect.

5.4 Permitted Property Exceptions . The term “ Permitted Property Exceptions ”, as used herein, shall mean:

5.4.1 all matters set forth in the Title Report and the Supplement(s) (if any) and approved by Buyer as herein provided;

5.4.2 any title exception created directly by any act or omission of Buyer and(or) the Buyer Subcontractors;

5.4.3 a lien to secure the payment of general and special property taxes and assessments, not delinquent;

5.4.4 a lien to secure the payment of supplemental and escape taxes assessed as a result only of the transfer of the Real Property to Buyer;

5.4.5 matters of record created by, caused by or otherwise in accordance with the written consent of Buyer;

5.4.6 any assessment districts now in existence or otherwise in formation (to the extent all assessments thereunder are current and non-delinquent); and

5.4.7 all Applicable Laws.

ARTICLE 6
Documents and Disclosures

6.1 Property Materials . Buyer hereby acknowledges that Seller has delivered to Buyer the documentation described on Exhibit “6.1” attached hereto prior to the Effective Date.

6.2 Excluded Materials . The Property Materials shall not include the following documents (collectively, the “ Excluded Materials ”):

6.2.1 Seller’s financial analyses (but excluding Property related reports) and calculations relating to Seller itself and the Property;

6.2.2 Seller’s documents that are protected by the attorney-client and(or) attorney work product privileges;

6.2.3 Seller’s formation documentation or that of its members, other than such formation documents as are required by Escrow Holder;

6.2.4 Seller’s internal correspondence, memoranda and analyses;

6.2.5 Any of Seller’s websites, URL’s, domain names and intellectual property; and

6.2.6 Seller’s tax returns or records with respect thereto.

6.3 No Seller Representations . Seller does not represent, warrant or guaranty the accuracy or completeness of any of the Property Materials not prepared by Seller or its Affiliates or the enforceability of the Service Contracts as to the service providers.

6.4 Disclaimers . Buyer shall be under an obligation to seek out and obtain during the Feasibility Period such additional information and documentation as Buyer may deem necessary in order to evaluate the Property. It shall be Buyer’s responsibility to evaluate, test and otherwise reach its own conclusions as to the condition of the Property (environmental, structural code and compliance with Applicable Laws), without warranty or representation from Seller except as expressly set forth in this Agreement. The obligations of Seller in connection with the Transaction shall be solely governed by this Agreement and the Closing Documents irrespective of the contents of the Property Materials. Except as expressly set forth in this Agreement, Buyer shall rely upon its own independent investigation concerning matters contained in the Property Materials.

6.5 Non-Disclosure . Buyer shall treat the Property Materials as confidential, and shall not disclose any information gained by the review of the Property Materials to any third parties, except as necessary to Buyer’s Agents, attorneys and lenders. Except as reasonably necessary with respect to its due diligence of the Property and as provided in the foregoing sentence, Buyer shall not make copies of the Property Materials available to any third parties. After the Closing Date, Buyer’s obligations under this Agreement to maintain confidentiality and to avoid disclosure shall cease as to the Property Materials.

6.6 Buyer Obligations . Buyer acknowledges and agrees that any reports, studies, plans and other documentation provided by Seller do not necessarily represent all of the documentation that may be in existence with respect to the environmental, structural condition and compliance with Applicable Laws of the Property, but, rather, represent documentation in Seller’s possession or control that relate to the topic of the environmental, structural condition and compliance with Applicable Laws of the Property. Accordingly, Buyer acknowledges its obligation to seek out and obtain such additional information and documentation as Buyer may deem necessary in order to evaluate the environmental, structural condition and compliance with Applicable Laws of the Property.

6.7 Return of Documents . If this Agreement is terminated for any reason or Buyer is otherwise in default hereunder, then Buyer shall promptly return to Seller the Property Materials or destroy/delete all copies thereof.

ARTICLE 7
Feasibility Period

7.1 Feasibility Period . The Feasibility Period shall not be extended for any reason whatsoever without the written consent of Seller and Buyer, which consent may be withheld in each such Parties’ sole and absolute discretion.

7.2 Buyer Actions . Buyer shall, throughout the Feasibility Period, diligently investigate and confirm all matters that Buyer deems relevant to its proposed acquisition and operation of the Property, including, without limitation:

7.2.8 the status of title, as set forth in Sections 5.2 and 5.3 hereof;

7.2.9 the physical and environmental condition of the Property, including applicable geologic, environmental and structural conditions (including any pest infestation) and mold, and such other matters that may arise by reason of the Buyer Investigation;

7.2.10 whether and to what extent the Property has been constructed in accordance with the applicable plans and specifications;

7.2.11 the existence and terms of any governmental assessments, including future obligations;

7.2.12 the existence of any life safety or ADA issues;

7.2.13 the economic feasibility of operating the Property and Buyer’s analyses with respect to the same;

7.2.14 Applicable Laws, including the application and compliance of the Property with applicable building and zoning codes;

7.2.15 the operating statements for the Property;

7.2.16 the results of any reports and studies commissioned by Buyer; and

7.2.17 the content of the Property Materials.

7.3 License . Seller hereby grants to Buyer and Buyer’s Agents a license to enter upon the Property for purpose of undertaking and completing inspections and testing activities (“ License ”), upon and subject to the provisions and conditions of this Agreement. Buyer shall have the right to commence Buyer’s physical inspection(s) and(or) testing of the Property and to undertake any engineering, environmental, soils and(or) other studies of the Property immediately after the Effective Date until the termination of this Agreement as provided herein, provided that Buyer gives Seller not less than twenty-four (24) hours prior written notice of its intended inspection(s), inquiries and(or) testing. Buyer’s physical inspection of and(or) testing on the Property shall not include any invasive testing or boring without the prior written consent of Seller, which consent may be withheld, conditioned, or delay in Seller’s sole and absolute discretion. Buyer’s physical inspection of and(or) testing on the Property shall be conducted during normal business hours, at times mutually acceptable to Buyer and Seller, and shall not unreasonably interfere with Seller’s business activities or the business activities of Seller’s tenants, invitees and licensees. Buyer may not make inquiries of or contact with Seller’s management staff or employees without Seller’s prior written consent, which consent may be withheld, conditioned, or delayed in Seller’s sole and absolute discretion. Seller or its representatives shall have the right (but not the obligation) to be present during any inspection(s) and(or) testing of the Property. Promptly following completion of any inspection or testing, Buyer shall, at its sole cost and expense, restore the

Property to substantially its condition as it existed immediately prior to Buyer’s entry to the Property, provided that Buyer shall not be obligated to remediate any pre-existing environmental conditions or other defects at, on or under the Property as part of its restoration obligation nor any other liability for the mere discovery of such conditions. Buyer shall use care and consideration in connection with any of its inspections or tests. Buyer and Buyer’s Agents shall comply with all Applicable Laws which might in any way relate to Buyer’s inspections and testing activities.

7.4 Buyer Indemnity . Buyer shall indemnify, defend (with counsel acceptable to Seller) and hold the Property, Seller and the Seller Parties free and forever harmless from and against any and all Claims resulting from Buyer’s and Buyer’s Agents inspection and testing of the Real Property, including, without limitation, repairing any and all damages to any portion of the Real Property arising out of or related (directly and indirectly) to Buyer and Buyer’s Agents conducting such inspections and tests; provided, however, that the foregoing indemnification, defense and hold harmless agreement by Buyer shall not apply to Buyer’s discovery of any adverse condition or fact relating to the Property.

7.5 Intentionally Deleted .

7.6 Feasibility Approval . Buyer may elect, at its sole discretion, during the Feasibility Period and upon written notice to Seller, to either: (a) proceed with the purchase of the Property based on its review of the Property during the Feasibility Period (“ Approval Notice ”); or (b) disapprove its review of the Property during the Feasibility Period (“ Disapproval Notice ”), in which case this Agreement shall be deemed terminated and Buyer shall be refunded the Deposit. In the absence of either, Buyer shall be deemed to have approved its review. If Buyer so provides an Approval Notice or fails to provide a notice, then the Deposit shall be liquidated damages pursuant to Section 18.2 if Buyer defaults pursuant to the provisions and conditions of this Agreement.

ARTICLE 8
Representations and Warranties of Seller

8.1 Seller Representations and Warranties . Seller hereby represents and warrants as of the Effective Date the following to Buyer:

8.1.18 Seller has the legal right, power and authority to enter into this Agreement and to consummate the Transaction and the execution, delivery and performance of this Agreement and the Closing Documents have been duly authorized and no other action by Seller or any other person or entity is required for the valid and binding execution, delivery and performance of this Agreement and the Closing Documents; and Seller has obtained all necessary approvals and consents to the execution and delivery of this Agreement and the consummation of the Transaction contemplated hereby;

8.1.19 Seller is not a foreign person as defined in Section 1445 of the Internal Revenue Code;

8.1.20 Neither Seller nor any of its principals or Affiliates: (a) is listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control of the Department of the Treasury or on any other similar list; (b) is a person or entity with which Buyer is prohibited from dealing or otherwise engaging in any transaction by any anti-terrorism law; (c) is a person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224, 66 Fed. Reg. 49079 (published September 25, 2001) or any similar Executive Orders; or (d) is affiliated or associated with a person or entity listed in preceding clause “(a)”, “(b)” or “(c)”.

8.1.21 There are no contracts, agreements, arrangement or contractual obligations of any kind, including service or maintenance contracts, operating, management or employment contracts or other similar agreements that will or may affect Buyer or the Property after the Closing except those contracts and agreements copies of which have been provided to Buyer as part of the Property Materials.

8.2 No Other Representations and Warranties . Other than the representations and warranties set forth in Section 8.1 above and otherwise as expressly provided in this Agreement and in the Closing Documents, Seller specifically is making no other representations or warranties hereunder or otherwise pursuant to the Closing Documents.

8.3 Limitations . The Parties agree, upon and subject to the provisions and conditions of Section 8.4 hereof, that: (a) Seller’s representations and warranties contained in Section 8.1 and the Closing Documents shall survive the Closing for a period of twelve (12) months after the Closing Date (“ Limitation Period ”); and (b) Buyer shall provide actual written notice to Seller before the end of the Limitation Period of any breach of such representations and warranties and shall allow Seller ten (10) Days within which to cure such breach. If Seller fails or is unable to cure such breach after actual written notice and within such cure period, Buyer’s sole remedy shall be upon and subject to the provisions and conditions of Section 18.1.3 hereof, which must be commenced, if at all, within two (2) months after the expiration of Seller’s cure period. The Limitation Period referred to herein shall apply to known as well as unknown breaches of such representations or warranties.

8.4 Changed Circumstances . The representations and warranties set forth in Section 8.1 hereof are made by Seller only as of the Effective Date. The Parties acknowledge the possibility that prior to the Closing, acts, actions and occurrences, whether within or outside the control of any Party hereof, may arise which result in the occurrence and(or) discovery of facts and circumstances inconsistent with and(or) otherwise different from the representations and warranties set forth in Section 8.1 hereof. To the extent that Buyer has knowledge of a breach by Seller of any of the covenants, representations and warranties set forth in Section 8.1 hereof or elsewhere in this Agreement, or any of the Closing Documents, prior to the Closing Date, and Buyer nonetheless elects to acquire the Property as herein provided, then Buyer shall be deemed to have waived, released, acquitted and discharged all Claims that Buyer may have by reason of such known default by Seller of such covenants, representations or warranties and any right to a refund of the Deposit and(or) recover any damages. In addition to any other manner of obtaining knowledge, Buyer shall be deemed, for purposes hereof, to be aware of a breach by Seller, as so provided, if written notice of the applicable matter is provided to Buyer by Seller as provided herein.

ARTICLE 9
Representations and Warranties of Buyer

9.1 Buyer Representations and Warranties . Buyer hereby represents and warrants as of the Effective Date the following to Seller:

9.1.1 Buyer has the legal right, power and authority to enter into this Agreement and to consummate the Transaction, and the execution, delivery and performance of this Agreement and the Closing Documents have been duly authorized and no other action by Buyer is required for the valid and binding execution, delivery and performance of this Agreement.

9.1.2 No bankruptcy, insolvency, rearrangement, or similar action or proceeding, whether voluntary or involuntary, is pending or threatened against Buyer and Buyer has no intention of filing or commencing any such action or proceeding.

9.1.3 Neither Buyer nor any of its principals or Affiliates: (a) is listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control of the Department of the Treasury or on any other similar list; (b) is a person or entity with which Seller is prohibited from dealing or otherwise engaging in any transaction by any anti-terrorism law; (c) is a person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224, 66 Fed. Reg. 49079 (published September 25, 2001) or any similar Executive Orders; or (d) is affiliated or associated with a person or entity listed in preceding clause “(a)”, “(b)” or “(c)”.

ARTICLE 10
As Is Purchase; Indemnity; Waiver of Claims

10.1 AS-IS PURCHASE . BUYER HEREBY ACKNOWLEDGES, REPRESENTS, WARRANTS, COVENANTS AND AGREES THAT AS A MATERIAL INDUCEMENT TO SELLER TO EXECUTE AND ACCEPT THIS AGREEMENT, AND IN CONSIDERATION OF THE PERFORMANCE BY SELLER OF ITS DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT AS PROVIDED IN THE EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER EXPRESSLY SET FORTH IN ARTICLE 8 OF THIS AGREEMENT AND EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THE CLOSING DOCUMENTS (COLLECTIVELY, “ EXPRESS REPRESENTATIONS ”), THE SALE OF THE PROPERTY HEREUNDER IS AND SHALL BE MADE ON AN “AS IS, WHERE IS” BASIS AND NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, FUTURE OR OTHERWISE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY (EXCEPT THE EXPRESS REPRESENTATIONS), INCLUDING, WITHOUT LIMITATION: (1) THE EXISTENCE OF HAZARDOUS MATERIALS OR MOLD UPON THE REAL PROPERTY OR ANY PORTION THEREOF; (2) GEOLOGICAL CONDITIONS, INCLUDING, WITHOUT LIMITATION, SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND WATER RESERVOIRS, AND LIMITATIONS REGARDING THE WITHDRAWAL OF WATER AND FAULTING; (3) WHETHER OR NOT AND TO THE EXTENT TO WHICH THE REAL PROPERTY OR ANY PORTION THEREOF IS AFFECTED BY ANY STREAM (SURFACE OR UNDERGROUND), BODY OF WATER, FLOOD PRONE AREA, FLOOD PLAIN, FLOODWAY OR SPECIAL FLOOD HAZARD; (4) DRAINAGE; (5) SOIL CONDITIONS, INCLUDING THE EXISTENCE OF INSTABILITY, PAST SOIL REPAIRS, SOIL ADDITIONS OR CONDITIONS OF SOIL FILL, OR SUSCEPTIBILITY TO LANDSLIDES, OR THE SUFFICIENCY OF ANY UNDERSHORING; (6) USAGES OF ADJOINING PROPERTIES; (7) THE VALUE, COMPLIANCE WITH THE PLANS AND SPECIFICATIONS, SIZE, LOCATION, AGE, USE, DESIGN, QUALITY, DESCRIPTION, DURABILITY, STRUCTURAL INTEGRITY, OPERATION, TITLE TO, OR PHYSICAL OR FINANCIAL CONDITION OF THE PROPERTY OR ANY PORTION THEREOF, OR ANY RIGHTS OR CLAIMS ON OR AFFECTING OR PERTAINING TO THE PROPERTY OR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATION, WHETHER OR NOT THE IMPROVEMENTS COMPLY WITH THE REQUIREMENTS OF TITLE III OF THE AMERICANS WITH DISABILITIES ACT OF 1990, 42 U.S.C. §§ 12181-12183, 12186(B) – 12189 AND RELATED REGULATIONS; (8) THE SQUARE FOOTAGE OF THE LAND OR THE IMPROVEMENTS; (9) IMPROVEMENTS AND INFRASTRUCTURE, IF ANY; (10) DEVELOPMENT RIGHTS, ENTITLEMENTS, APPROVALS AND EXACTIONS AND THE FORCE AND EFFECT AND COMPLIANCE WITH THE SAME; (11) WATER OR WATER RIGHTS; (12) THE EXISTENCE AND

POSSIBLE LOCATION OF ANY UNDERGROUND UTILITIES; (13) THE EXISTENCE AND POSSIBLE LOCATION OF ANY ENCROACHMENTS; (14) WHETHER THE IMPROVEMENTS WERE BUILT, IN WHOLE OR IN PART, IN COMPLIANCE WITH APPLICABLE BUILDING CODES AND OTHER APPLICABLE LAWS AND ORDINANCES; (15) THE STATUS OF ANY LIFE-SAFETY SYSTEMS IN THE IMPROVEMENTS; (16) THE CONDITION OR USE OF THE PROPERTY OR COMPLIANCE OF THE PROPERTY WITH ANY OR ALL APPLICABLE LAWS; (17) THE MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE (BUYER AFFIRMING THAT BUYER HAS NOT RELIED ON SELLER’S SKILL OR JUDGMENT TO SELECT OR FURNISH THE PROPERTY FOR ANY PARTICULAR PURPOSE, AND THAT SELLER MAKES NO WARRANTY THAT THE PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE); (18) WHETHER OR NOT THE PROPERTY HAS BEEN BUILT IN COMPLIANCE WITH THE GOVERNMENTALLY-APPROVED PLANS AND SPECIFICATIONS FOR THE SAME; (19) THE IMPACT THAT AN EARTHQUAKE, OF ANY MAGNITUDE, MAY HAVE ON THE PROPERTY AND WHETHER AND TO WHAT EXTENT THE PROPERTY WAS DESIGNED OR CONSTRUCTED TO WITHSTAND AN EARTHQUAKE OF ANY PARTICULAR MAGNITUDE; (20) THE EXISTENCE OR POTENTIAL FUTURE EXISTENCE OF ANY ASSESSMENT DISTRICTS OR ADDITIONAL GOVERNMENTAL OR ADMINISTRATIVE FEES, COSTS, LEVIES OR ASSESSMENTS; AND(OR) (21) THE STATUS OF ANY OF THE TENANCIES UPON THE PROPERTY.

10.2 BUYER EXAMINATIONS . BUYER ACKNOWLEDGES THAT BUYER SHALL HAVE COMPLETED ALL PHYSICAL, DOCUMENTARY AND FINANCIAL EXAMINATIONS RELATING TO THE ACQUISITION OF THE PROPERTY HEREUNDER TO THE EXTENT BUYER DEEMS NECESSARY; IT BEING ACKNOWLEDGED AND AGREED THAT BUYER HAS BEEN PROVIDED THE OPPORTUNITY TO AND SHALL BE DEEMED TO HAVE FULLY INSPECTED EACH RESIDENTIAL UNIT, ALL COMMON AREAS (INCLUDING ALL FACILITIES AND AMENITIES) WITHIN THE PROPERTY, AND, EXCEPT BUYER’S RELIANCE ON THE EXPRESS REPRESENTATIONS, BUYER SHALL ACQUIRE THE SAME SOLELY ON THE BASIS OF SUCH EXAMINATIONS AND THE TITLE INSURANCE PROTECTION FOR THE PROPERTY AFFORDED BY BUYER’S TITLE POLICY, AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES, AND THAT SELLER HAS NOT MADE (AND IS UNDER NO DUTY TO MAKE) ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION (EXCEPT THE EXPRESS REPRESENTATIONS).

10.3 SELLER NOT BOUND . EXCEPT AS SET FORTH IN THIS AGREEMENT AND THE CLOSING DOCUMENTS, SELLER SHALL NOT BE BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, APPRAISALS, ENVIRONMENTAL ASSESSMENT REPORTS, OR OTHER INFORMATION PERTAINING TO THE PROPERTY OR THE OPERATION THEREOF, FURNISHED BY SELLER OR ANYONE ELSE, OR BY ANY REAL ESTATE BROKER, AGENT, REPRESENTATIVE, EMPLOYEE, SERVANT OR OTHER PERSON ACTING ON SELLER’S BEHALF. BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT SELLER SHALL BE UNDER NO OBLIGATION TO REPAIR, REMEDIATE OR RECONSTRUCT THE PROPERTY EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT.

10.4 BUYER’S RELIANCE . WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER SHALL PERFORM AND, EXCEPT FOR THE EXPRESS REPRESENTATIONS, RELY SOLELY UPON ITS OWN INVESTIGATION CONCERNING ITS INTENDED USE OF THE PROPERTY, AND THE PROPERTY’S FITNESS THEREFOR. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT SELLER’S COOPERATION WITH BUYER, WHETHER BY PROVIDING THE PROPERTY MATERIALS OR PERMITTING INSPECTION OF THE PROPERTY, SHALL NOT BE CONSTRUED AS ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE PROPERTY, OR WITH RESPECT TO THE ACCURACY, COMPLETENESS OR RELEVANCE OF THE PROPERTY MATERIALS (EXCEPT THE EXPRESS REPRESENTATIONS).

10.5 Release .

10.5.1 Buyer, for itself and on behalf of each of its respective successors and assigns (collectively, the “ Releasors ”), by this general release of known and unknown claims (this “ Release ”), hereby irrevocably and unconditionally releases and forever discharges Seller and each of the Seller Parties (collectively, the “ Releasees ”) or any of them, from and against any and all Claims of any kind or nature whatsoever, WHETHER KNOWN OR UNKNOWN , suspected or unsuspected, fixed or contingent, liquidated or unliquidated, which any of the Releasors now have, own, hold, or claim to have had, owned, or held, against any of the Releasees arising from, based upon or related to the condition of the Property.

10.5.2 Buyer hereby further acknowledges and agrees as follows:

(a) There is a risk that subsequent to the execution of the Release set forth herein, Releasors may discover, incur, or suffer from Claims which were unknown or unanticipated at the time this Release is executed, including, without limitation, unknown or unanticipated Claims which, if known by Buyer on the date this Release is being executed, may have materially affected Buyer’s decision to execute this Release. Buyer acknowledges that Releasors are assuming the risk of such unknown and unanticipated Claims and agree that, except as expressly provided in this Agreement and(or) any of the Other Agreements, this Release applies thereto.

(b) Buyer represents and warrants to Releasees that Buyer has not and shall not assign or transfer or purport to assign or transfer any Claim or Claims or any portion thereof or any interest therein.




SELLER’S INITIALS		BUYER’S INITIALS

10.6 Third Party Beneficiaries . It is specifically acknowledged and agreed that each of the Seller Parties and each of the Buyer Parties shall be third party beneficiaries of this ARTICLE 10.

ARTICLE 11
Seller Deliveries at Closing

11.1 Closing Documents . At least one Business Day prior to the Closing, Seller shall deliver to Escrow Holder the following (collectively, the “ Closing Documents ”):

11.1.1 a duly executed and acknowledged Warranty Deed conveying the Real Property to Buyer in the form of Exhibit “11.1.1” hereto and accompanying Iowa Declaration of Value Statement and Groundwater Hazard Statement (“ Warranty Deed ”);

11.1.2 two (2) duly executed counterpart originals of an Assignment and Assumption of Assets in the form of Exhibit “11.1.4” attached hereto (“ Assignment of Assets ”) relating to the Intangible Personal Property;

11.1.3 a duly executed affidavit that Seller is not a “foreign person” within the meaning of Section 1445(e) of the Internal Revenue Code of 1986 in the form attached hereto as Exhibit “11.1.5” (“ FIRPTA ”);

11.1.4 two (2) duly executed counterpart originals of a lease relating to Seller’s leaseback of the Property in accordance with the provisions of Section 19.1, in the form of Exhibit 19.1 (“ Lease ”);

11.1.5 such resolutions and authorizations for Seller as shall be reasonably required by Escrow Holder, in its capacity as title insurer;

11.1.6 a closing statement in form and content satisfactory to Seller (“ Seller Closing Statement ”) duly executed by Seller; and

11.1.7 any documents or agreements reasonably required by Escrow Holder, in its capacity as title insurer, to issue Buyer’s Title Policy to Buyer, including but not limited to an owner’s affidavit in the form reasonably required by the Title Insurer and a gap affidavit.

11.2 Seller Deliveries to Buyer .

11.2.1 Upon the Closing Date, Seller shall deliver to Buyer originals of the building permits and certificates of occupancy for the Improvements not previously delivered to Buyer (provided that if originals of such permits and certificates of occupancy are not in Seller’s possession or control, then copies thereof shall be delivered, to the extent copies thereof are in Seller’s possession), and other material, records and documents constituting Intangible Personal Property.

11.3 Buyer Waiver . Buyer may waive compliance on Seller’s part under any of the items referred to in this ARTICLE 11 by an instrument in writing.

ARTICLE 12
Buyer Deliveries at Closing

12.1 Buyer Deliveries . At least one Business Day prior to the Closing Date, Buyer shall deliver to Escrow Holder the following:

12.1.2 a closing statement in form and content satisfactory to Buyer (“ Buyer Closing Statement ”) duly executed by Buyer;

12.1.3 two (2) duly executed counterpart originals of the Assignment of Assets;

12.1.4 two (2) duly executed counterpart originals of the Lease Agreement; and

12.1.5 the balance of the Purchase Price, plus any additional amounts payable by Buyer hereunder, as adjusted by the credits and prorations set forth herein.

12.2 Seller Waiver . Seller may waive compliance on Buyer’s part under of any of the items referred to in ARTICLE 12 by an instrument in writing.

ARTICLE 13
Escrow Holder Actions at Closing

13.1 Escrow Holder . Subject to the delivery to Escrow Holder of the documents referred to in ARTICLE 11 and ARTICLE 12 above, Escrow Holder shall take the following actions at Closing:

13.1.1 record the executed and acknowledged Warranty Deed in the Official Records of Clinton County, Iowa and file the Transfer Statements (“ Official Records ”);

13.1.2 deliver executed copies of the documents to each Party; and

13.1.3 deliver to Seller the Purchase Price, less applicable charges and prorations, in Immediately Available Funds.

ARTICLE 14
Intentionally Omitted

ARTICLE 15
The Closing; Title Insurance

15.1 Closing . The consummation of the Transaction (the “ Closing ”) shall be facilitated by Escrow Holder (“ Escrow ”). The Parties shall cooperate in executing and delivering any escrow instructions that may be prepared from time to time to consummate the Transaction and establish the Escrow; provided, however, in the event of any conflict or inconsistency between the provisions and conditions of this Agreement and any such escrow instructions, the provisions and conditions of this Agreement shall prevail. The Closing shall occur on December 29, 2015 (the “ Closing Date ”). Escrow Holder shall be responsible at the Closing for preparing the settlement statement, causing all documents to be recorded, disbursing all closing proceeds, and otherwise conducting settlement. All real estate taxes shall be prorated as of the Closing Date.

15.2 Closing Costs . Escrow fees shall be divided equally (50/50) by the Parties. Seller shall pay the premium for a standard coverage CLTA owner’s policy of title insurance issued by Title Insurer in form and substance satisfactory to Buyer (the “ Standard Coverage Policy ”), with coverage in the amount of the Purchase Price, to be issued to Buyer for this Transaction; it being acknowledged and agreed that Buyer shall have the right to request extended coverage ALTA owners policy of title insurance (the “ Extended Coverage Policy ”), in which case Buyer shall pay the additional premium for the same over the cost of the Standard Coverage Policy. Seller shall be responsible for the payment of any transfer taxes, documentary stamp taxes , excise tax, deed tax or similar taxes or fees (City, County and State) arising by reason of this Transaction including but not limited to the Iowa Real Estate Revenue Stamp Tax. Seller shall also pay any recording costs for the Warranty Deed. Except as so provided, costs arising with respect to the Transaction shall be allocated and otherwise divided consistent with the customs of the County.

15.3 Buyer’s Title Policy . Upon the Closing Date, Title Insurer shall issue or be irrevocably committed to issue to Buyer a Standard Extended Coverage Policy, with liability in the amount of the

Purchase Price, insuring that the fee title to the Real Property is vested in Buyer, subject only to the Permitted Property Exceptions (“ Buyer’s Title Policy ”); provided, however, Buyer shall have the right to seek the issuance of an Extended Coverage Policy, it being acknowledged, however that(i) Buyer shall be responsible to timely supply to Title Insurer, at Buyer’s sole cost, any ALTA survey required by Title Insurer as a condition to the issuance of the Extended Coverage Policy for the Property, (ii) the issuance of an Extended Coverage Policy shall not be a condition to Closing and (iii) the issuance of an Extended Coverage Policy shall not delay Closing.

ARTICLE 16
Damage or Condemnation Prior to Close of Escrow

16.1 Buyer’s Right to Terminate . If the Property is damaged and(or) destroyed by fire or other casualty prior to the Closing Date, and the cost to repair and(or) restore such damage and(or) destruction exceeds $100,000.00 or any damage which is uninsured (unless Seller pays the cost thereof), then Buyer shall have the right to terminate this Agreement by written notice to Seller within five (5) Business Days after the Buyer receives notice of the occurrence of such casualty and a written estimate of the cost of such repair and(or) restoration prepared, in good faith, by Seller. In the event of any such termination, the Deposit, shall be returned to Buyer, Buyer and Seller shall each be liable for one-half of any Escrow cancellation fees and charges, and neither Party shall have any further liability or obligation under this Agreement, except as specifically provided herein.

16.2 No Termination . If the Property is damaged and(or) destroyed by fire or other casualty prior to the Closing Date where (a) the cost to repair and(or) restore such damage and(or) destruction does not exceed $100,000.00, or (b) the cost to repair and(or) restore such damage and(or) destruction exceeds $100,000.00 or is not insured (unless Seller pays the cost thereof) but this Agreement is not terminated pursuant to Section 16.1 as a result thereof, then the Closing shall occur as scheduled notwithstanding such damage; provided, however: (i) that Seller’s interest in all proceeds of insurance payable by reason of such casualty shall be assigned to Buyer as of the Closing or credited to Buyer if previously received by Seller; and (ii) Seller shall pay to Buyer in Immediately Available Funds the amount of any insurance policy deductible.

16.3 Eminent Domain . In the event a Governmental Authority commences or threatens to commence eminent domain proceedings prior to the Closing Date to take any portion of or interest in the Property, then Buyer shall have the option to terminate this Agreement by written notice to Seller within ten (10) Days after Seller provides Buyer written notice of such commencement or threat of commencement. In the event of any such termination, the Deposit shall be returned to Buyer, Buyer and Seller shall each be liable for one-half of any Escrow cancellation fees or charges, and neither Party shall have any further liability or obligation under this Agreement, except as specifically provided herein. In the event a Governmental Authority commences or threatens to commence eminent domain proceedings prior to the Closing Date to take any part of the Property and this Agreement is not terminated as so provided as a result thereof, then the Closing shall occur as scheduled notwithstanding such proceeding; provided, however: (i) that Seller’s interest in all proceeds arising out of or otherwise payable by reason of such eminent domain shall be assigned by Seller to Buyer; and (ii) Seller shall pay to Buyer the amount of any eminent domain proceeds paid to Seller.

ARTICLE 17
Distribution of Funds and Documents

17.1 Interest . Escrow Holder shall pay any interest earned on Immediately Available Funds held by it to the Party which deposits the same.

17.2 Disbursements . All disbursements by Escrow Holder shall be made by checks of Escrow Holder or by wire-transfer if instructed by the Party to receive such funds prior to the Closing Date.

17.3 Payment of Seller’s Encumbrances . Escrow Holder shall, at the Close of Escrow, pay, from funds, deposited by or for payment to Seller with Escrow Holder, to the appropriate obligees, all Encumbrances required to be paid by Seller pursuant to this Agreement, including all costs associated with said Encumbrances.

17.4 Return to Seller After Recording . Escrow Holder shall cause the Official Records to mail the Warranty Deed (and each other instrument which is herein expressed to be, or by general usage is, recorded) after recordation, to the grantee, beneficiary or person: (a) acquiring rights under said document; or (b) for whose benefit the instrument was acquired.

17.5 Delivery of Instruments . Escrow Holder shall, at the Close of Escrow, deliver by United States mail or nationally recognized overnight delivery service, each non-recorded instrument received by Escrow Holder to the payee or person: (a) acquiring rights under the instrument; or (b) for whose benefit the instrument was acquired.

17.6 Delivery of Immediately Available Funds . Escrow Holder shall, at the Close of Escrow, deliver upon wire transfer as Escrow Holder may be instructed: (a) to Seller, or order, the balance of the Purchase Price; and (b) to Buyer, or order, any excess funds delivered to Escrow Holder by Buyer.

ARTICLE 18
Remedies

18.1 Seller’s Breach . If Seller defaults in the performance of any of its obligations hereunder, then Buyer shall be entitled to:

18.1.1 Prior to Closing, terminate the Agreement and recover from Seller the Deposit; or

18.1.2 Prior to Closing, Buyer may bring an action for specific performance against Seller to enforce this Agreement; provided, however, that as a condition precedent to bringing any such action Buyer must demonstrate to Seller that it is ready, willing and able to effectuate the Closing, and Buyer shall commence such action within thirty (30) Days after the scheduled Closing Date.

18.1.3 After the Closing, bring an action against Seller for breach of any representation, warranty or covenant of Seller set forth in this Agreement, provided that in no event shall Buyer seek recovery against Seller for an amount less than the Liability Floor nor shall Buyer’s recovery exceed the Post-Closing Recovery Cap. Under no circumstances shall Buyer be entitled to recover against Seller, and Buyer hereby waives its right to recover, consequential and punitive damages.

18.2 Buyer’s Breach . IF BUYER DEFAULTS IN THE PERFORMANCE OF ANY OF ITS OBLIGATION HEREUNDER THEN BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER WILL SUFFER. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WILL SUFFER IF BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) AN AMOUNT EQUAL TO THE DEPOSIT. SAID AMOUNT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY

BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. UPON DEFAULT BY BUYER, THIS AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER EXCEPT FOR THE RIGHT OF THE SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND ESCROW HOLDER; IN THAT REGARD, SELLER SPECIFICALLY WAIVES ANY RIGHT TO BRING AN ACTION FOR SPECIFIC PERFORMANCE AGAINST BUYER. THE FOREGOING SHALL NOT LIMIT THE RIGHT OF THE SELLER TO SEEK RECOVERY UNDER ANY INDEMNITY EXPRESSLY PROVIDED BY BUYER HEREUNDER OR TO RECOVER ANY DOCUMENTS THAT BUYER IS REQUIRED TO RETURN TO SELLER HEREUNDER.




SELLER’S INITIALS		BUYER’S INITIALS

ARTICLE 19
Additional Covenants

19.1 Lease . Upon the Closing Date, Seller (or an Affiliate of Seller), as tenant, and Buyer, as landlord, shall enter into the Lease in the form of Exhibit 19.1 hereto.

19.2 Post-Closing Covenant . After the Closing Date, each Party shall execute and deliver to the other any and all further documents and instruments which such Party may request and which are reasonably necessary or proper to effect the transfer and conveyance of the Property provided the same does not expand, change or extend the executing Party’s obligations hereunder.

ARTICLE 20
Brokerage Commissions

20.1 Commissions . Real estate commissions shall payable in this Transaction to Broker. Said real estate commission shall: (a) be deemed, earned, due and payable only upon the Closing Date; and (b) be paid by Seller pursuant to a separate agreement. Each Party agrees that to the extent such Party has dealt with or engaged any other broker, finder or other person, other than Broker, in connection with the Transaction, then such Party shall be solely obligated for any and all commissions claimed by such person, and such Party shall indemnify, defend, protect and hold the other Party harmless on account of any Claims incurred by reason of a demand for payment by such broker, finder or other person. Broker shall not be a third party beneficiary of this Agreement; and without limiting the generality of such statement, neither Broker nor any other person or entity has any right: (i) to cause or compel either Buyer or Seller to perform any obligation, exercise any right or forebear from exercising any right either may have pursuant to this Agreement, including any right to terminate this Agreement; or (ii) to preclude Buyer and Seller from entering into any amendment of this Agreement.

ARTICLE 21
Notices

21.1 Addresses . Any notice required or permitted hereunder shall be deemed to have been received either: (a) when delivered by hand and the Party giving such notice has received a signed receipt thereof; or (b) one (1) Day following the date deposited with Federal Express or other recognized overnight courier; or (c) the date transmitted by e-mail transmission with confirmation of successful

transmission to the recipient (which confirmation the recipient shall be obligated to provide), addressed as follows (or addressed in such other manner as the Party being notified shall have requested by written notice to the other Party) for:

Seller:

c/o Bridgepoint Education, Inc.

13500 Evening Creek Drive North, Suite 600

San Diego CA 92128

Attn: Jon Allen

Telephone: (866) 475-0317 x13001

Email: Jon.Allen@bpiedu.com

With a copy to:

Bridgepoint Education, Inc.

13500 Evening Creek Drive North, Suite 600

San Diego CA 92128

Attn: Lori Peters

Telephone: (858) 668-2586 x11314

Email: laura.peters@bpiedu.com

And With a copy to:

Procopio, Cory, Hargreaves & Savitch LLP

525 B Street, Suite 2200

San Diego, California 92101

Attn: Thomas W. Turner, Jr., Esq.

Telephone: (619) 515-3276

Email: tom.turner@procopio.com

Buyer:

Clinton Catalyst, LLC

9126 SW Ridder Rd.

Wilsonville, OR 97070

Telephone: ___________________

Email: info@clintoncatalyst.com __

With a copy to:

James D. Bruhn P.L.C.

Farwell & Bruhn Law Offices

343 5th Avenue South

Clinton, IA 52732

Telephone: 563-242-6162

Email: jbruhn@mcleodusa.net

Escrow Holder:

___________________

Telephone: ___________________

Email: ___________________

ARTICLE 22
General Provisions

22.1 Successors . Subject to Section 22.10, the provisions and conditions of this Agreement shall be binding upon, and inure to the benefit of the Parties hereto and their respective heirs, successors, assigns, and legal representatives.

22.2 Survival . All representations, warranties, covenants, provisions and conditions and indemnities contained in this Agreement or in the Closing Documents shall survive the transfer and conveyance of the Property to the Buyer.

22.3 Captions . Captions in this Agreement are inserted for convenience of reference only and do not define, describe or limit the scope or the intent of this Agreement.

22.4 Exhibits . Each of the following Exhibits are attached hereto and incorporated herein by this reference:



Exhibits:		Description:
1.1		Legal Description of the Land
6.1		Property Materials
11.1.1		Warranty Deed
11.1.4		Assignment and Assumption of Assets
11.1.5		FIRPTA
19.1		Lease

22.5 Confidentiality . Buyer shall maintain the strict confidentiality of the Transaction until the Closing Date.

22.6 Days . Whenever used herein, unless expressly provided otherwise, the term “ Day ” or “ Days ” shall mean calendar days, except that if the expiration of any time period measured in days occurs on a Saturday, Sunday, legal holiday or other day when County offices are closed in the Clinton County, Iowa, such expiration shall automatically be extended to the next Business Day.

22.7 Entire Agreement . This Agreement constitutes the entire agreement between the Parties concerning the Property and supersedes all prior agreements or undertakings.

22.8 Modification . This Agreement may not be modified except by the written agreement of the Parties.

22.9 Severability . In the event any one or more of the provisions contained in this Agreement are held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provisions hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had not been contained herein.

22.10 Assignment . This Agreement may not be assigned by Buyer without the prior written consent of Seller; provided, however, Buyer may assign this Agreement and its rights hereunder to an Affiliate of Buyer without the prior written consent of Seller.

22.11 Applicable Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa.

22.12 Attorneys’ Fees . If an action is brought to enforce or interpret the provisions and conditions of this Agreement, the prevailing Party shall be entitled to recover its actual attorneys’ fees and costs.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

[Bridgepoint Signature page to Purchase and Sale Agreement]



	SELLER: BRIDGEPOINT EDUCATION REAL ESTATE HOLDINGS, LLC, an Iowa limited liability company By: Bridgepoint Education, Inc., a Delaware corporation its Sole Member By: /s/ Diane L. Thompson Name: Diane L. Thompson Title: Executive VP, Secretary and General Counsel

[ Signatures continue on next page]

[Ashford Signature page to Purchase and Sale Agreement]



	SELLER: ASHFORD UNIVERSITY, LLC, a California limited liability company By: Bridgepoint Education, Inc., a Delaware corporation its Sole Member By: /s/ Diane L. Thompson Name: Diane L. Thompson Title: Executive VP, Secretary and General Counsel

[ Signatures continue on next page]

[Buyer Signature page to Purchase and Sale Agreement]





		BUYER:

		Clinton Catalyst, LLC, an Iowa limited liability company

		By: /s/ Danton Wagner
		Name: Danton Wagner
		Its: Member

CONSENT OF ESCROW HOLDER

The undersigned Escrow Holder hereby agrees to: (a) accept the foregoing Agreement; (b) be Escrow Holder under said Agreement; and (c) be bound by said Agreement in the performance of its duties as Escrow Holder; provided, however, the undersigned shall have no obligations, liability or responsibility under (i) this Consent or otherwise, unless and until said Agreement, fully signed by the parties, has been delivered to the undersigned, or (ii) any amendment to said Agreement unless and until the same is accepted by the undersigned in writing.



Dated:	12/23/2015	Chicago Title Agency, Inc. _______________

		By:	/s/ DeWayne C. Huffman
		Name:	DeWayne C. Huffman
		Its:	V.P. Sr. Commercial Escrow Manager

EXHIBIT “1.1”

LEGAL DESCRIPTION OF THE LAND

EXHIBIT “1.1” - 1

EXHIBIT “6.1”

PROPERTY MATERIALS

EXHIBIT “6.1” - 1

EXHIBIT “11.1.1”

WARRANTY DEED

[SEE ATTACHED]

EXHIBIT “11.1.1” - 1

EXHIBIT “11.1.1” - 2

EXHIBIT “11.1.1” - 3

EXHIBIT “11.1.1” - 4

A notary public or other officer completing this certificate verifies only the identity of the individuals who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA

COUNTY OF ____________

On ____________________, before me, __________________________, Notary Public, personally appeared ____________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the state of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

_____________________________________________

Signature of Notary Public

EXHIBIT “11.1.1” - 5

EXHIBIT “1”

LEGAL DESCRIPTION

Exhibit “1” to EXHIBIT “11.1.1”

EXHIBIT “11.1.4”

ASSIGNMENT AND ASSUMPTION OF ASSETS

THIS ASSIGNMENT AND ASSUMPTION OF ASSETS (“ Assignment ”) is made and entered into as of _______________, 20__, by Bridgepoint Education Real Estate Holdings, LLC, an Iowa limited liability company (“ Assignor ”), and [_____________________], a [__________] (“Assignee”), who agree as follows:

RECITALS

A. Assignor and Assignee are parties to that certain Purchase Agreement and Escrow Instructions, dated ___________, 2015 (“ Purchase Agreement ”).

B. Assignor is the owner of that certain real property located in Clinton, Iowa, described on Exhibit “1” attached hereto (“ Real Property ”).

C. Assignor is conveying to Assignee and Assignee is acquiring from Assignor all of Assignor’s right, title, and interest in and to the Real Property and certain additional real property interests (collectively, defined in the Purchase Agreement as the “ Property ”).

D. In connection with the transfer of the Property, and as part thereof, Assignor desires to assign to Assignee, and Assignee desires to accept the assignment of, all of Assignor’s right, title and interest in and to the “Personal Property” and the “Intangible Personal Property” (referred to herein as the “ Assets ”).

AGREEMENT

1. As of the Transfer Date, Assignor assigns and transfers to Assignee all of its right, title and interest in the Assets.

2. Assignee hereby accepts the assignment and transfer set forth in Section 1 above as of the Transfer Date.

3. If Assignor or Assignee is required to employ counsel to enforce any of the terms of this Assignment or for damages by reason of any alleged breach of this Assignment or for a declaration of rights hereunder (including enforcement of any indemnity provision), the prevailing Party shall be entitled to recover its reasonable attorneys’ fees, expert fees (whether or not the expert is called to testify) and court costs incurred.

4. This Assignment (a) shall be binding on, and inure to the benefit of the parties hereto, and their successors in interest and assigns; (b) shall be governed by and construed in accordance with the laws of the State of Iowa; and (c) may be executed in several counterparts, all of which taken together shall be deemed the original.

EXHIBIT “11.1.4” - 1

5. Assignor agrees that Assignor will, at the written request of Assignee and at no cost, expense or liability to Assignor, execute and deliver to Assignee all other and further instruments necessary to vest in Assignee any of Assignor’s right, title and interest in or to any of the Assets.



		ASSIGNOR:

		BRIDGEPOINT EDUCATION REAL ESTATE HOLDINGS, LLC, an Iowa limited liability company

		By:
		Name:
		Its:

		ASSIGNEE:

		Clinton Catalyst, LLC, an Iowa limited liability company

		By:
		Name:
		Its:

EXHIBIT “11.1.4” - 2

EXHIBIT “1”

LEGAL DESCRIPTION

Exhibit “1” to EXHIBIT “11.1.4”

EXHIBIT “11.1.5”

TRANSFEROR’S CERTIFICATION OF NON-FOREIGN STATUS

To inform [_________________________], a [_________________________] (“Transferee”), that withholding of tax under Section 1445 of the Internal Revenue Code of 1986, as amended (“Code”), will not be required upon the transfer of certain real property to the Transferee by Bridgepoint Education Real Estate Holdings, LLC, an Iowa limited liability company (“Transferor”), Transferor hereby certifies as follows:

Each Transferor is not a foreign corporation, foreign partnership, foreign trust, foreign estate or foreign person (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder); and

Transferor’s U.S. employer or tax (social security) identification numbers are as follows: _______________________________________________.

Transferor is not a disregarded entity for the purpose of the Internal Revenue Code and Income Tax Regulations.

Transferor understands that this Certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Transferor understands that Transferee is relying on this Certification in determining whether withholding is required upon said transfer.



		TRANSFEROR:

		BRIDGEPOINT EDUCATION REAL ESTATE HOLDINGS, LLC, an Iowa limited liability company

		By:
		Name:
		Its:

EXHIBIT “11.1.7” - 1

EXHIBIT “19.1”

LEASE

EXHIBIT “19.1” - 1

Exhibit 10.59

LEASE AGREEMENT

THIS LEASE AGREEMENT (this “ Lease ”) is made and entered into this 28th day of December, 2015 by and between Clinton Catalyst, LLC, an Iowa limited liability company hereinafter referred to as “ Landlord ,” and Bridgepoint Education, Inc., a Delaware corporation, hereinafter referred to as “ Tenant .”

1. Recitals

A. Landlord is the owner of certain improved real property known as the Ashford University Campus located in Clinton, Iowa generally described as follows, and legally described on Exhibit A (the “ Leased Premises ”):

(i) Main campus is located at 400 North Bluff Boulevard and is comprised of eight buildings totaling approximately 326, 722 square feet, is situated on approximately 16.8 acres, and is comprised of eight structures: Regis Hall, Durham Hall, St. Clare Hall, the Ladd Science Building, the Durgin Educational Center/Kehl Arena, St. Francis, the Library, and the Chimney House (Power/Boiler House).

(ii) The BW Student Residence Hall at 2300 Lincoln Highway (former Best Western) comprises an approximate 6.6-acre site, and is improved with an approximate 82,537 square foot building.

(iii) The South Campus is an approximate 129.3-acre site located at 1501-1523 Harrison Drive and 1650 South 14th Street formerly known as Clinton Country Club and Golf Course containing roughly 32.9 acres of former golf course that sits adjacent to the athletic field parcel, an approximate 23.6-acre artificial turf soccer/football field with track and an approximate 4,416 square foot athletic building, plus roughly 66.8 acres of former country club land including tennis courts and a swimming pool.

(iv) The Red House, located at 610 North Bluff Boulevard and comprised of roughly 0.5 acres, contains an approximate 2,113 square foot former dwelling unit currently being used for administrative purposes.

B. Landlord desires to lease the Leased Premises to Tenant and Tenant desires to lease the Leased Premises from Landlord for the term, at the lease rate, and with the covenants, conditions and provisions described in the following paragraphs.

C. Landlord acquired the Leased Premises from Tenant on the date of this Lease pursuant to that certain Purchase Agreement and Escrow Instructions dated December 21, 2015, by and between affiliates of Tenant, as seller, and National Loan Acquisitions Company, an Oregon corporation, an affiliate of Landlord, as buyer (as the same may be amended, the “ Purchase Agreement ”).

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2. Property - Leased Premises

In consideration of the covenants, terms, conditions, agreements, and payments as hereinafter set forth, the parties hereto covenant and agree as follows:

The Landlord does hereby lease to the Tenant the Leased Premises, the leasing of which shall be covered by the terms of this Lease Agreement.

3. Term

The term of this Lease (the “ Term ”) shall be for twelve (12) months, which shall commence on the Closing Date (as defined in the Purchase Agreement) (such date being the “ Commencement Date ”), and unless terminated as herein otherwise provided, shall end at 11:59 p.m. on December 31, 2016.

4. Base Rent

Tenant shall pay to Landlord, at the address of Landlord as herein set forth, the Base Rental (“ Base Rent ”) for the Leased Premises in equal monthly installments of $12,500 each in advance of the first day of each month during the Term, except that if the Commencement Date is not the first day of a month, Base Rent for the period commencing on the Commencement Date and ending on the last day of the month in which the Commencement Date occurs shall be apportioned on the basis of the number of days in said month as compared to 365 days and paid on the Commencement Date.

5. Security Deposit

Upon execution of this Lease, Tenant shall deposit with Landlord the Security Deposit in the amount of $360,000.00 specified in Item 11 of the Basic Lease Provisions for the performance by Tenant of all terms, covenants and conditions of this Lease, it being expressly understood and agreed that such deposit is not an advance rental deposit or a measure of Landlord’s damages in case of Tenant’s default. If Tenant defaults with respect to any provision of this Lease, including, but not limited to, the provisions relating to the payment of rent or the obligation to repair and maintain the Premises or to perform any other term, covenant or condition contained herein, Landlord may (but shall not be required to), without prejudice to any other remedy provided herein or provided by law and without notice to Tenant, use the Security Deposit, or any portion of it, to cure the default or to compensate Landlord for all damages sustained by Landlord resulting from Tenant’s default. Tenant shall immediately on demand restore and replenish the portion of the Security Deposit expended or applied by Landlord as provided in this Section so as to maintain the Security Deposit in the sum initially deposited with Landlord. Although the Security Deposit shall be deemed the property of Landlord, if Tenant is not in default at the expiration or termination of this Lease, Landlord shall return the Security Deposit to Tenant within sixty (60) days thereafter. In the event Landlord withholds any funds from the Security Deposit, Landlord shall within said sixty (60) day period provide Tenant with written notice thereof, identifying the specific reasons for the withholding of any portion of the Security Deposit, together with the specific dollar amounts related thereto. Landlord shall not be required to keep the Security Deposit separate from its general

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funds and Tenant shall not be entitled to interest on any such deposit. Upon any sale or transfer of its interest in the Building, Landlord may transfer the Security Deposit to its successor-in-interest, and thereupon, Landlord shall be released from any liability or obligation with respect thereto. It is expressly understood that the Security Deposit may only be applied to address Tenant’s defaults hereunder, and may not be applied for any deferred maintenance or other matters with respect to the condition of the Premises which are not the result of a Tenant default during the term of this Lease.

6. Triple Net; Real Property Taxes

Landlord and Tenant agree that (a) this is a triple net lease, (b) Tenant shall be responsible for all obligations which are normally imposed on the owner of real estate with respect to the Leased Premises which may accrue during the Term including, without limitation, responsibility for the payment of all Real Property Taxes (as defined below) payable during the Term, insurance premiums, and all maintenance and structural and non-structural repair and replacement costs and expenses (including, without limitation, the roof) in connection therewith, except as otherwise expressly set forth herein, and (c) the Base Rent and all payments to be made to Landlord hereunder are to be net to Landlord, without deductions or offsets of any kind or nature whatsoever.

As used herein, the term “ Real Property Taxes ” shall mean any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or equitable interest of Landlord in the Leased Premises, Landlord’s right to other income therefrom, and/or Landlord’s business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the address of the Leased Premises and where the proceeds so generated are to be applied by the city, county or other local taxing authority of a jurisdiction within which the Leased Premises are located. Real Property Taxes shall include any increase in any of the foregoing imposed by reason of events occurring during the Term of this Lease, including but not limited to, a change in the ownership of the Leased Premises.

Tenant shall pay all Real Property Taxes estimated to be due during the Term directly to Landlord upon execution of this Lease, and Landlord shall pay the same directly to the charging authority on or before the delinquency date. Tenant’s liability to pay Real Property Taxes shall be prorated, on the basis of a 365-day year to account for any fractional portion of a tax year included at the beginning or end of the Term. Within ten (10) days after the delinquency date for any installment of Real Property Taxes, Landlord shall provide Tenant with evidence of the exact amount of Real Property Taxes due and paid for such installment. If such evidence shows that a credit is due Tenant, such credit shall be credited against Tenant’s next payment of Base Rent, unless this Lease has expired or has been terminated pursuant hereto (and all sums due hereunder have theretofore been paid), in which event such sums shall be refunded to Tenant within thirty (30) days after Tenant’s receipt of such evidence. If such evidence shows that a credit is due Landlord, Tenant shall pay such amount directly to Landlord within thirty (30) days after Tenant’s receipt of such evidence. Tenant shall pay, prior to delinquency and directly to the taxing authority, any and all taxes assessed against and levied upon Tenant’s fixtures, furnishings and equipment, and all personal property of Tenant.

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7. Utilities

Tenant shall be solely responsible for and promptly pay all charges for heat, gas, electric, telephone, refuse disposal, and any other utility serviced used or consumed on the Leased Premises.

8. Holding Over

In no event shall Tenant have any right, after expiration of the Term, to remain in possession of the Leased Premises. If Tenant remains in possession of the Leased Premises after the expiration of the Term, Landlord shall have all rights and remedies granted to Landlord by the terms of this Lease and under the statutes of the State of Iowa.

9. Modification or Extensions

No modifications or extension of this Lease shall be binding, unless in writing, signed by the parties hereto, and endorsed hereon and attached hereto.

10. Alteration — Changes and Additions — Responsibility of Tenant

Without Landlord’s prior written consent, which shall not be unreasonably withheld or conditioned or delayed, Tenant shall not (a) demolish, remove, or otherwise dispose of any of the improvements existing on the Leased Premises as of the Commencement Date, or (b) construct additional Improvements or make any additions or alterations to the Leased Premises (collectively, “ Alterations ”), other than minor non-structural alterations not exceeding $50,000 in cost that will not materially diminish the value of the Leased Premises (“ Minor Alterations ”). All changes or alterations to the improvements on the Leased Premises (collectively, the “ Work ”), shall be conducted in accordance with the following:

(a) All of Work shall be completed prior to the expiration or earlier termination of the Term.

(b) Tenant shall be responsible for the accuracy of any plans, specifications and construction schedule for the Work.

(c) At all times during the Term, the structure and the safety of the improvements on the Leased Premises shall not be adversely affected, no dangerous or hazardous condition shall exist on the Leased Premises, and the improvements on the Leased Premises shall comply with all building, safety, fire, plumbing, electrical, and other codes and governmental and insurance requirements.

(d) The Work shall at all times be performed in accordance with the terms of all applicable permits. Tenant shall be responsible for obtaining all necessary permits from the City or County of Clinton, Iowa (and any other applicable governmental entity), and paying all costs, for the performance of the Work.

(e) None of Tenant nor its or any of its employees, agents, contractors and subcontractors (the “ Tenant-Related Parties ”) shall permit any lien to attach to the Leased Premises

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as a result of the activities of Tenant or the Tenant-Related Parties, but if any such liens do attach, Tenant shall provide to Landlord within 10 days thereafter, evidence reasonably acceptable to Landlord that such liens has been or shall be, at Tenant’s sole expense, satisfied, bonded over or contested in a manner that will protect Landlord’s interest in the Leased Premises.

(f) The Work shall be completed in accordance with the terms hereof and in full compliance with all applicable federal, state and local laws, rules and regulations, including environmental laws, rules and regulations. Tenant shall not bring onto or permit to be brought onto the Leased Premises any Hazardous Materials (as defined below). As used herein, the term “ Hazardous Materials ” means (i) those substances included within the definitions of “hazardous substance,” “hazardous waste,” “hazardous material,” “toxic substance,” “solid waste,” or “pollutant or contaminant” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 [42 USCS §§9601 et seq.]; the Resource Conservation and Recovery Act [42 USCS §§6901 et seq.]; the Clean Water Act [33 USCS §§2601 et seq.]; the Toxic Substances Control Act [15 USCS §§9601 et seq.]; the Hazardous Materials Transportation Act [49 USCS §§1801 et seq.] or under any other Environmental Laws (as defined below); (ii) those substances listed in the United States Department of Transportation Table [49 CFR 172.101], or by the Environmental Protection Agency, or any successor agency, as hazardous substances [40 CFR Part 302]; (iii) other substances, materials, and wastes that are or become regulated or classified as hazardous or toxic under federal, state, or local laws or regulations; and (iv) any material, waste, or substance that is: (a) a petroleum or refined petroleum product, (b) asbestos, (c) polychlorinated biphenyl, (d) designated as a hazardous substance pursuant to 33 USCS §1321 or listed pursuant to 33 USCS §1317, (e) a flammable explosive, (f) a radioactive material, or (g) lead impacted soil. As used herein, the term “ Environmental Laws ” means all laws applicable to the physical condition of the Leased Premises or the presence of any substance thereon, including without limitation the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Sections 9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), the Clean Water Act (33 U.S.C. Sections 466 et seq.), the Safe Drinking Water Act (14 U.S.C. Sections 300f et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Sections 5101 et seq.), the Toxic Substances Control Act (15 U.S.C. Sections 2601 et seq.), and any similar federal, state or local laws, all regulations and publications implementing or promulgated pursuant to the foregoing, as any of the foregoing may be amended or supplemented from time to time.

(g) In connection with the completion of the Work, Tenant shall keep, or cause to be kept, the Leased Premises in an orderly and clean condition.

(h) The provisions of this Section 10 shall survive the expiration or earlier termination of the Term of this Lease.

11. Care of Leased Premises; Security — Responsibility of Tenant

During the Term, Tenant agrees to keep and maintain the Leased Premises in the substantially the same condition in which the same exists on the Commencement Date, at Tenant’s sole cost and expense, excluding reasonable wear and tear and alterations and the Work conducted by Tenant pursuant to Section 10 above; provided, however, that Tenant shall have no obligation to repair or replace any improvements unless the same is required by law for occupancy or to comply with the

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provisions of Section 10 above; provided, further, that Tenant may elect to terminate this Lease in lieu of performing such compliance obligation. Tenant shall conform to all present and future laws and ordinances of any governmental authority having jurisdiction over the Leased Premises. In no event shall Landlord be responsible for any costs associated with the maintenance, repair or alterations of the Leased Premises, including but not limited to those required to comply with applicable law, except to the extent of damage caused by Landlord, its officers, directors, employees, agents or contractors.

Notwithstanding any other provision herein, Landlord has no obligation to, and will not, provide security services to the Leased Premises. Without limiting the provisions of Section 20 of this Lease, Tenant shall indemnify, defend, protect and hold Landlord harmless for, from and against any loss, liability, cost, expense, damage claim or cause of action, including, without limitation, attorneys’ fees, court costs and other litigation expenses and costs, arising from any personal injury, loss of property or other matter occurring on or about the Leased Premises relating to the acts or omissions of any third party provider of security services, any claimed inadequacy of security services, the failure to provide security services or any other matter relating to the security of the Leased Premises. The indemnification obligations of Tenant in this Section 11 shall survive the expiration or earlier termination of this Lease.

12. Use of Leased Premises

Tenant shall use the Leased Premises as a college campus and for related purposes, or any other legal purposes. Tenant, its employees, students, invitees and guests shall be allowed access to the Leased Premises twenty-four hours per day, seven days per week.

13. Insurance - Responsibility of Tenant

(a) Tenant shall procure, pay for and maintain such insurance as described herein, all at Tenant’s sole cost and expense. All policies of insurance maintained by Tenant shall be in a form and substance reasonably acceptable to Landlord. Tenant shall be responsible for payment of any and all deductibles from insured claims under its policies of insurance. Tenant agrees not to violate or permit to be violated any of the conditions or provisions of the insurance policies required to be furnished hereunder, and agrees to promptly notify Landlord of any fire, loss or other casualty. Should Tenant fail to maintain the insurance required, Landlord may, but is not obligated to purchase such insurance and Tenant shall promptly reimburse Landlord for the cost thereof.

(b) Anything in this Lease to the contrary notwithstanding, Landlord and Tenant each hereby waives any and all rights of recovery, claim, action, or cause of action, against the other, its agents, officers, or employees, for any loss or damage that may occur to the Leased Premises, or any improvements thereto, or any personal property of such party therein, by reason of any peril normally covered in a standard All Risk or Special Form property insurance policy or if the scope of coverage is broader, then any peril actually covered under the insurance maintained or required to be maintained by such party, regardless of cause or origin, including negligence of the other party hereto, its agents, officers, or employees, and without regard to whether any such policies are maintained, and without regard to the amount of any deductibles or self-insurance retainage. Each property insurance policy providing the coverage as required above shall also

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provide that the policy shall not be invalidated in the event that the insured waives, in writing prior to a loss, any or all rights of recovery against any party for losses covered by such policy.

(c) All Tenant’s policies required above shall be primary for the premises and operations of Tenant. Such policies will not be excess over or contributory with any insurance maintained by Landlord. Landlord shall be named as an additional insured under Tenant's general liability policy. Tenant shall furnish landlord with a copy of the endorsement certificate showing such coverage.

(d) Tenant shall require that all subcontractors performing the Work or operating in or about the Leased Premises maintain insurance as follows:

(i) Commercial General Liability Insurance with limits of not less than $1,000,000 per occurrence, and $2,000,000 in the aggregate.

(ii) Worker Compensation and Employers Liability Insurance as required by the regulations of the jurisdiction in which the Leased Premises is located.

(e) Compliance with any of the insurance requirements stipulated in this contract will not itself be construed to be limitation of liability of Tenant.

(f) In the event of loss, Tenant shall cooperate with Landlord in connection with the proceeding and collection of claim settlements.

14. Regulations on Use — Tenant Responsibility

It shall be Tenant’s sole and exclusive responsibility to meet all regulations and laws of any governmental body having jurisdiction over the Leased Premises as such regulations affect Tenant’s operations, all at Tenant’s sole cost and expense. Tenant further agrees to comply with the requirements of the insurance underwriter or any governmental authorities having jurisdiction of the Leased Premises. If for any reason the Leased Premises does not meet all regulations or laws or requirements of any insurance underwriter or governmental authority, Landlord shall have no obligation to Tenant with respect thereto.

15. Damage to Leased Premises; Condemnation

In the event of damage to or destruction of all or any part of the Leased Premises, whether or not such damage or destruction is covered by insurance required to be maintained under the terms of this Lease, Landlord shall reconstruct, repair and replace the improvements to a condition comparable in value, quality and use to their condition before such damage or destruction (excluding, however, any leasehold improvements installed by Tenant and further excluding any of Tenant’s trade fixtures, equipment and personal property). Tenant shall assign its right to any insurance proceeds payable in respect of such damage or destruction to the Leased Premises to Landlord to effectuate such repairs. Pending the completion of repairs, Base Rent shall be reduced in the same ratio as the portion of the Leased Premises rendered untenantable by the damage or destruction bears to the value of the total Leased Premises.

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If the Leased Premises are totally taken by condemnation (whether by eminent domain, by inverse condemnation or for any public or quasi-public use under any statute or ordinance), this Lease shall terminate on the date of taking. If any portion of the Leased Premises is taken by condemnation (whether by eminent domain, by inverse condemnation or for any public or quasi-public use under any statute or ordinance) and if such partial taking renders the remaining Leased Premises commercially unsuitable for the operation of Tenant’s business thereon, then Tenant may terminate this Lease by giving written notice to Landlord within sixty (60) days after the taking. Any such notice to terminate shall specify a termination date not earlier than thirty (30) days, nor later than ninety (90) days after such notification; provided, however, that this Lease shall terminate on the date of taking if the date of taking is before the termination date specified in such notice. In the event of a partial condemnation which does not render the remaining Leased Premises unsuitable for the operation of Tenant’s business, this Lease shall terminate as to the portion taken on the date of taking, but shall continue in full force and effect as to the remainder of the Leased Premises. If the Lease is not terminated after a partial taking, the Base Rent shall be reduced in the same ratio as the value of the taken portion bears to the value of the total Leased Premises. All amounts awarded upon a taking of any part or all of the Leased Premises shall belong to Landlord, and Tenant shall not be entitled to any part thereof, except that Tenant shall be entitled to retain any amount separately awarded to it for its trade fixtures or moving expenses if such award to Tenant does not reduce Landlord's award.

16. Inspection of and Right of Entry to Leased Premises

Tenant has inspected the Leased Premises and accepts the same in condition that exists as of the date hereof. Landlord and/or Landlord’s agents and employees shall have the right to enter the Leased Premises at all times during regular business hours with reasonable prior notice (provided that such access does not unreasonably interfere with the operation Tenant’s business on the Leased Premises) and at all times during emergencies to examine the Leased Premises. Landlord shall indemnify, defend, protect and hold Tenant harmless for, from and against any loss, liability, cost, expense, damage claim or cause of action, including, without limitation, attorneys’ fees, court costs and other litigation expenses and costs, arising from any personal injury, loss of property or other matter occurring on or about the Leased Premises caused by the gross negligence or willful misconduct of Landlord and/or Landlord’s agents and employees. Inspection and right of entry hereunder shall be for any purpose and at any time during the Lease subject to notice as specified herein, including but not limited to, the right to appraise any of the Leased Premises, to show any of the Leased Premises to prospective purchasers, to survey the any of the Leased Premises, or to do any other act necessary in the reasonable discretion and judgment of Landlord. Tenant shall have the right to have a representative of Tenant accompany Landlord’s representatives in connection with any such entry. Notice of intent to inspect or enter any of the Leased Premises is sufficient if given by email not less than one (1) business day prior to inspection or entry.

17. Tenant Default

The occurrence of any of the following shall constitute an “ Event of Default ” by Tenant:

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(a) Failure to pay, when due, rent or any other monetary sums required to be paid by Tenant hereunder, if such failure continues for ten (10) days after written notice by Landlord to Tenant.

(b) Failure by Tenant to observe and perform any other provision of this Lease, of such failure continues for thirty (30) days after written notice by Landlord to Tenant; provided, however, that if the default cannot reasonably be cured within such thirty-day period, Tenant shall not be in default if Tenant commences to cure the default within said period and thereafter diligently prosecutes the same to completion.

(c) The making by Tenant of any general assignment or general arrangement for the benefit of creditors, unless vacated within sixty (60) days.

(d) The filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, unless vacated or dismissed within sixty (60) days.

(e) The appointment of a trustee or receiver to take possession of substantially all of Tenant’s assets located on the Leased Premises or Tenant’s interest in this Lease, unless possession is restored to Tenant within sixty (60) days.

(f) The attachment, execution or other judicial seizure of substantially all of Tenant’s assets located on the Leased Premises or Tenant’s interest in this Lease, unless discharged within sixty (60) days.

18. Remedies of Landlord

For so long as an Event of Default shall remain uncured, Landlord shall have the following remedies (which remedies are not exclusive and are cumulative and in addition to any rights or remedies at law or in equity now or later allowed to Landlord):

(a) Landlord can continue this Lease in full force and effect without terminating Tenant’s right of possession, and Landlord shall have the right to collect rent and other monetary charges when due. Landlord may do all acts necessary to maintain or preserve the Leased Premises, as Landlord deems reasonable and necessary, including removal of personal property from the Leased Premises and storage of same in a public warehouse at the expense and risk of the owners thereof. Landlord shall have the right to enter the Leased Premises and re-let them, or any part thereof, to third parties for Tenant’s account. Tenant shall be liable immediately to Landlord for all costs Landlord incurs in reletting the Leased Premises. Reletting can be for a period shorter or longer than the remaining Term of this Lease and at such rent and upon such conditions as Landlord deems reasonable. Any rent received by Landlord from such reletting shall be applied to the payment of:

(i) First, all costs incurred by Landlord in reletting, excluding any repairs or tenant improvements;

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(ii) Second, rent due and unpaid under this Lease; and

(iii) Third, future rent as it becomes due under this Lease.

Tenant shall pay to Landlord the rent due under this Lease on the dates the rent is due, less the rent Landlord receives from any reletting. No act by Landlord permitted under this Section 18(a) shall be deemed an election to terminate this Lease. Notwithstanding that Landlord fails to elect to terminate the Lease immediately after an Event of Default by Tenant, Landlord may, at any time during the Term elect to terminate this Lease as a result of any prior Event of Default which has not been cured. After an Event of Default by Tenant and for as long as Landlord does not terminate Tenant’s right to possession of the Leased Premises, and if Tenant obtains Landlord’s consent, Tenant shall have the right to assign or sublet its interest in this Lease, but Tenant shall not be released from liability hereunder. Landlord’s consent to such a proposed assignment or subletting shall not be unreasonably withheld.

(b) Landlord can terminate Tenant’s right to possession of the Leased Premises by any lawful means, at any time after an Event of Default by Tenant. No act by Landlord other than giving written notice to Tenant shall terminate this Lease. Acts of maintenance, efforts to relet the Leased Premises, or the appointment of a receiver on Landlord’s initiative to protect Landlord’s interests under this Lease shall not constitute a termination of Tenant’s right to possession. On termination, Landlord has the right to recover from Tenant:

(i) the worth, at the time of the award, of any unpaid rent which had been earned at the time of such termination; plus

(ii) the worth, at the time of the award, of the amount by which the unpaid rent that would have been earned after the date of termination until the time of award exceeds the amount of the loss of rent that Tenant proves could have been reasonably avoided; plus

(iii) the worth, at the time of the award, of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of the loss of rent that Tenant proves could have been reasonably avoided.

As used in subparagraphs (i) and (ii) above, the “worth at the time of the award” shall be computed by allowing interest at the maximum rate an individual is permitted by law to charge. As used in subparagraph (iii) above, the “worth at the time of the award” shall be computed by discounting such amount at the discount rate of six percent (6%) per annum. The term “rent,” as used in this Section 18(b), shall include Base Rent and all other monetary sums required to be paid by Tenant pursuant to the terms of this Lease.

19. Legal Proceedings — Responsibilities

In the event of proceedings at law or in equity by either party hereto and if the non-defaulting party shall pursue its rights through legal proceedings, then the defaulting party shall pay all costs and expenses, including all reasonable attorney’s fees incurred by the non-defaulting party in pursuing such remedy if the non-defaulting party is awarded substantially the relief requested.

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20. Indemnification

TENANT SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS LANDLORD AND ITS MEMBERS, PARTNERS, AFFILIATES, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, CLAIMS, DAMAGES, LOSSES, PENALTIES, DEMANDS, CAUSES OF ACTION (WHETHER IN TORT OR CONTRACT, IN LAW OR AT EQUITY, OR OTHERWISE), SUITS, JUDGMENTS, LIENS, DISBURSEMENTS, CHARGES, ASSESSMENTS, AND EXPENSES (INCLUDING COURT COSTS, COSTS OF INVESTIGATION AND REASONABLE ATTORNEYS’ AND EXPERTS’ FEES AND EXPENSES) OF ANY KIND, NATURE OR DESCRIPTION RESULTING FROM OR ALLEGED TO RESULT FROM ANY OF THE FOLLOWING: (A) AN INCIDENT OR EVENT WHICH OCCURRED WITHIN OR ON THE LEASED PREMISES DURING THE TERM, (B) ANY CONSTRUCTION, ALTERATIONS OR REPAIRS PERFORMED BY OR ON BEHALF OF TENANT, (C) THE USE OF THE PARKING AREAS BY TENANT OR ITS AGENTS, SUBTENANTS, LICENSEES OR VISITORS DURING THE TERM, (D) THE OPERATION OR CONDUCT OF TENANT WITHIN THE LEASED PREMISES DURING THE TERM, OR (E) THE BREACH OF THIS LEASE BY TENANT, IN EACH CASE EXCEPT TO THE EXTENT SAME ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD OR ANY PERSON INDEMNIFIED PURSUANT TO THIS SENTENCE. TO THE FULLEST EXTENT PERMITTED BY LAW, TENANT, ON BEHALF OF ITSELF AND ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, OWNERS, PARTNERS, EMPLOYEES, AGENTS, CONTRACTORS, LENDERS, AFFILIATES OR OTHER AUTHORIZED REPRESENTATIVES AND EACH SUCH PERSON’S DIRECT AND INDIRECT MEMBERS, SUCCESSORS, ASSIGNS, HEIRS, PERSONAL REPRESENTATIVES, DEVISEES, AGENTS, PARTNERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES AND AFFILIATES, HEREBY WAIVES ANY AND ALL CLAIMS AGAINST LANDLORD OR ANY PERSON INDEMNIFIED PURSUANT TO THIS SENTENCE ARISING FROM (1) ANY OF THE MATTERS INDEMNIFIED BY TENANT, AND (2) ANY LOSS OR DAMAGE TO PROPERTY OF TENANT LOCATED ON THE LEASED PREMISES BY CASUALTY, THEFT OR OTHERWISE. THIS INDEMNITY SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS LEASE. THIS RELEASE INCLUDES CLAIMS OF WHICH TENANT IS PRESENTLY UNAWARE OR WHICH TENANT DOES NOT PRESENTLY SUSPECT TO EXIST WHICH, IF KNOWN BY TENANT, WOULD MATERIALLY AFFECT TENANT’S RELEASE TO LANDLORD.

21. Assignment or Subletting

Tenant may not assign the Lease or sublet the Leased Premises (other than to an entity directly or indirectly owned or controlled by Tenant) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. If such consent is given, no such assignment or subletting shall relieve Tenant of any of its obligation hereunder and performance of the covenants herein by subtenants shall be considered as performance pro tanto by Tenant.

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22. Interest on Past-Due Obligations

Any amount due to Landlord not paid when due shall bear interest at 10% per annum from due date until paid. Payment of such interest shall not excuse or cure any default by Tenant under this Lease.

23. Notice Procedure

All notices, demands and requests which may or are required to be given by either party to the other shall be in writing and shall be deemed to have been properly given if served on the other party personally or by facsimile or email if sent on a business day between 9:00 am and 5:30 pm, otherwise the following business day, or the next business day after deposit with a nationally recognized courier service, or three days after deposit with the United States Postal Service if sent by United States registered mail, return receipt requested, properly sealed, stamped, and addressed as follows (or such other address or addresses as Tenant or Landlord shall from time to time designate by notice in writing to the other party):

If to Tenant:

c/o Bridgepoint Education, Inc.

13500 Evening Creek Drive North, Suite 600

San Diego CA 92128

Attn: Jon Allen

Telephone: (866) 475-0317 x13001

Email: Jon.Allen@bpiedu.com

With a copy to:

Bridgepoint Education, Inc.

13500 Evening Creek Drive North, Suite 600

San Diego CA 92128

Attn: Lori Peters

Telephone: (858) 668-2586 x11314

Email: laura.peters@bpiedu.com

And with a copy to:

Procopio, Cory, Hargreaves & Savitch LLP

525 B Street, Suite 2200

San Diego, California 92101

Attn: Thomas W. Turner, Jr., Esq.

Telephone: (619) 515-3276

Email: tom.turner@procopio.com

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If to Landlord:

Clinton Catalyst, LLC

9126 SW Ridder Rd.

Wilsonville, OR 97070

Telephone:

Email: info@clintoncatalyst.com

With a copy to:

James D. Bruhn P.L.C.

Farwell & Bruhn Law Offices

343 5th Avenue South

Clinton, IA 52732

Telephone: 563-242-6162

Email: jbruhn@mcleodusa.net

24. Controlling Law

The Lease and all terms hereunder shall be construed consistent with the laws of the State of Iowa. Any dispute resulting in litigation hereunder shall be resolved in court proceedings instituted in the County of Clinton and in no other jurisdiction.

25. Binding Upon Successors

Subject to Section 21 above, the covenants and agreements herein contained shall bind and inure to the benefit of Landlord and Tenant and their respective successors.

26. Partial Invalidity

If any term, covenant or condition of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease or the application of such term, covenant or condition to persons and circumstances other than those to which it has been held invalid or unenforceable, shall not be affected thereby, and each term, covenant and condition of this Lease shall be valid and shall be enforced to the fullest extent permitted by law.

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27. Condition of Space

Tenant acknowledges and agrees that it owned and occupied the Leased Premises immediately prior to the date of this Lease and hereby accepts the Leased Premises “AS-IS.” Notwithstanding anything to the contrary contained in this Lease, (i) nothing in this Lease affects Landlord’s obligations, as “ Buyer ,” or Tenant’s obligations as “ Seller ,” set forth in the Purchase Agreement, and (ii) nothing contained in this Lease shall impose any obligation upon Tenant (or any person or entity affiliated with Tenant) to the extent such obligation was released by “Buyer” under the Purchase Agreement, or impose any obligation on Landlord with respect thereto, including but not limited to correct or remediate any condition of the Leased Premises. For illustration purposes, but without limiting the generality of the foregoing, if an environmental or other condition exists on, under or about the Leased Premises on or before the Closing Date (as defined in the Purchase Agreement) and Landlord or its predecessor, as buyer, was deemed to have accepted that condition (and released Tenant, as seller, therefrom), then neither Tenant nor Landlord shall have any obligation to correct that condition; provided, however, that if such condition is exacerbated by Tenant during the Term or would otherwise result in a breach of this Lease, Landlord may terminate this Lease.

28. Negation of Partnership

Landlord shall not become or be deemed to be a partner or joint venturer with Tenant as a result of the provisions of this Lease.

29. Brokers

Landlord and Tenant each represents and warrants that it has not employed or worked with any broker in connection with the negotiations of the terms of this Lease or the execution thereof and agrees to indemnify, defend and hold harmless the other against any loss, expense or liability with respect to any claims for commissions, finder’s fees or brokerage fees arising from or out of any breach of the foregoing representation and warranty.

30. Landlord’s Option to Recapture

Subject to the terms of this Section 30, Landlord shall have a continuing right to recapture any portion of the Leased Premises not actually used by Tenant. Landlord shall exercise such right by delivering to Tenant written notice thereof as to any portion of the Leased Premises not then-used by Tenant, which notice shall set forth a description of the portion of the Leased Premises to be recaptured and a proposed reduction to the Base Rent to be paid hereunder (“ Landlord’s Recapture Notice ”). Tenant shall have fifteen (15) days to provide written notice to Landlord as to whether it agrees with Landlord’s proposed reduction to the Base Rent (based upon the fair market rental value of the portion of the Leased Premises to be recaptured) and, if Tenant so agrees, this Lease shall be automatically amended to reflect such reduction and to eliminate the recaptured portion of the Leased Premises from the definition of “Leased Premises”. If Tenant does not so agree, Landlord and Tenant shall attempt to negotiate in good faith upon the proposed reduction to Base Rent and, if unable to agree, shall each appoint an independent appraiser who shall be familiar with the valuation of comparable property in Iowa, and otherwise qualified to act as an expert witness over

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objection to give opinion testimony addressed to the issue in a court of competent jurisdiction. If the two appraisers are unable to agree on the fair market rental value of the portion of the Leased Premises to be recaptured within thirty (30) days after their appointment, they shall each send their determination of such fair market rent to a third appraiser jointly appointed by them who shall, within ten (10) days after his or her appointment, select one of the fair market rents submitted by the other appraisers that he or she believes best approximates the fair market rental of the Premises. The determination of such appraisers as to the fair market rent of the portion of the Leased Premises to be recaptured (and therefore the reduction to Base Rent hereunder), shall be final and binding on the parties, and this Lease shall be automatically amended to reflect such reduction and to eliminate the recaptured portion of the Leased Premises from the definition of “Leased Premises”.

31. Counterparts

This Lease shall be signed by the parties in duplicate, each of which shall be a complete and effective original Lease.

[Signature pages attached]

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[Tenant’s signature page to Lease]

IN WITNESS WHEREOF, the parties have executed this Lease as of the date hereof.



	TENANT: BRIDGEPOINT EDUCATION, INC., a Delaware corporation By: /s/ Diane L. Thompson ___________ Diane L. Thompson, Executive Vice President, Secretary and General Counsel

[Signatures continue on next page]

- 16 –

[Landlord’s signature page to Lease]

LANDLORD:

Clinton Catalyst, LLC,
an Iowa limited liability company

By: /s/ Danton Wagner

Name: Danton Wagner

Title: Managing Member

- 17 –

EXHIBIT A

LEASED PREMISES

[TO BE PROVIDED]

Exhibit A

Exhibit 10.76

***Text Omitted and Filed Separately

Confidential Treatment Requested

Under C.F.R. § 200.84(b)(4) and 17 C.F.R. 24b-2

CAMPUSCARE ^® MAINTENANCE AND SUPPORT RENEWAL

RATE SCHEDULE AND TRAINING KEYS FOR CAMPUSCARE SERVICES

This document is made a part of the CampusCare Maintenance and Support Agreement, Master Agreement, Talisma Fundraising Software Maintenance Agreement or Talisma License and Services Agreement, as applicable , (the “Agreement”) between Campus Management Corp. and Customer dated 02/22/2005 .

Customer : Bridgepoint Education, Inc.

Record Count/Users : [***] ASR, [***] CRM Users

Term : 2-Year Term through December 31, 2017

CampusCare Fees :



Licensed Program	CampusCare ^® Premium 2016 Fees	CampusCare ^® Premium 2017 Fees
CampusNexus ^® Student Portal Web Services	$[*] $[] $[**]	$[*] $[] $[**]
CampusNexus CRM	$[***]	$[***]
Less Discount	($[***])	($[***])
Total Annual CampusCare Renewal Fees	$[***]	$[***]
Annual TAM Fees*	$[***]	$[***]
Annual PSSC Fees*	$[***]	$[***]

*Professional Services are separate and distinct from CampusCare Services, and are subject to the terms and conditions of the PSA and relevant SOWs. See SOW No. 205435, SOW No. 206092, and SOW No. PSISVC-207385, for details. Customer hereby subscribes to the above SOWs through December 31, 2017.



CampusInsight Passes :	[***]
Keys :	[***]
Professional Services Hours* :	The CampusCare fees above include [ * ] Professional Services hours to be used during the 2016 calendar year, and [ * ] Professional Services hours to be used during the 2017 calendar year.
Payment :	Customer shall pay one payment of $[*** ] due by November 27, 2015.

Discounts : Customer shall receive additional discounts on the above CampusCare Fees in the amount of $[***] for 2016 and $[***] for 2017 if Customer executes a full scope Infrastructure as a Service Agreement for its production environment and a Managed Services SOW with CMC, which discounts shall be prorated quarterly based on the date Customer executes such Infrastructure as a Service Agreement. By way of example, if Customer executes the IaaS Agreement in the second calendar quarter, Customer shall receive a prorated discount of 75% of $[***] for that year.

The above discounts are contingent on timely payments and no default under the Agreement.

See the following page for terms and conditions.

CampusCare Renewal 2016 Page 1 Confidential

TA-110615

[***] Confidential portions of this document have been redacted and filed separately with the Commission.



BRIDGEPOINT EDUCATION, INC.		CAMPUS MANAGEMENT CORP.

By:	/s/ Thomas Ashbrook	By:	/s/ Anders Nessen

Print:	Thomas Ashbrook	Print:	Anders Nessen

Title:	EVP/CIO	Title:	CFO

Date:	1/20/16	Date:	1/20/16

ADDITIONAL TERMS

CampusCare Services are subject to the terms and conditions in the Agreement and this CampusCare Renewal. The terms below shall continue in effect for each renewal term hereafter.

CampusCare Premium . CampusCare Premium features off-hour system upgrades for production environments and free emergency support, plus free passes to CampusInsight for CampusVue ^® Student or CampusNexus ^® Student customers.

CampusCare Premium is not available for CampusLink Web Services.

CampusCare Premium customers will receive 15% off Professional Services list T&M fees for SOWs and Change Orders signed during the renewal term. This excludes any Fixed Fee services, PSSCs, and CampusInsight training courses. This discount shall not be applied retroactively, and shall not be combined with other discounts. Customer must be in good standing at the time discount is applied.

CampusCare Premium customers will receive upgrades for up to 2 additional named non-production environments for CampusVue, Student and CampusNexus Student and database refreshes in conjunction with the upgrades. Upgrades shall be performed Monday – Friday (excluding holidays), 8 a.m. – 5 p.m. ET. Support for non-production environments is not included.

End User Support Coordinator . CMC and Customer shall mutually designate a person as Customer’s End User Support Coordinator (“EUSC”) to coordinate routine end-user support concerning the Licensed Program. End-users must refer all inquiries regarding the Licensed Program to the EUSC. After consultation with the end-user and determining that the inquiry involves a problem in the Licensed Program, the EUSC may contact CMC and request, and CMC shall provide, the CampusCare Services described in the Agreement.

Exclusions . Support covers production environments. Unless otherwise agreed to via a separate addendum, CampusCare Services excludes the following: (i) services and support to update and maintain non-production environments (such as testing and development environments); (ii) support of integrations, (iii) issues related to reconfiguration of the Licensed Program as a direct result of sizing/space related issues, restoring/re-installing/re-implementing production server components, restoring corrupt databases, performance of business functions such as creation/configuration of rules/teams/reports, or modification and/or manipulation of the Licensed Program including, but not limited to, stored procedures, predefined routines, installation of scripts, standard/custom reports, and data written to the Licensed Program from Third Parties Products, as applicable.

The annual CampusCare fee includes CMC’s provision of Releases to Talisma ^® CRM, CampusNexus ^® CRM, and Talisma ^® Fundraising, but installation and implementation of the Releases is not included as part of the annual fee, notwithstanding anything to the contrary in the Agreement and Exhibits thereto. The foregoing does not apply to Talisma ^® Fundraising sold in conjunction with CampusVue ^® Student.

With respect to Talisma CRM and CampusNexus CRM installation of Releases or upgrades, CMC highly recommends Customer engage CMC's professional services organization for assistance when installing Releases or upgrades for Talisma products. Any issues or problems arising out of Customer configuring and installing a Release or upgrade are not covered under CampusCare Services. If the software has been customized, the Release or upgrade may cause system failures. Any problems with customizations that Customer reports to CMC that are related to or caused by the Release or upgrade are not covered under CampusCare Services.

Customer acknowledges and agrees that any issues arising or related to work performed by Customer or any third parties is expressly not covered under the warranties, remedies and indemnity provisions under the license and service agreements. Any resources expended by CMC with respect to such issues, or discovered to be caused by such issues (for example, problem analyses, support, re-work, etc.),

CampusCare Renewal 2016 Page 2 Confidential

TA-110615

shall be billed to and paid by Customer at CMC’s standard hourly rates on a T&M basis commencing from the initial support request, and Customer shall promptly pay such support charges.

Should CMC provide technical support in connection with problems that are beyond the scope of the CampusCare Services, that are not Errors in the Licensed Programs, or for any incremental services, then Customer shall pay for any such services on a T&M basis and may be contracted for separately.

Severity Level Descriptions . Severity Level Descriptions posted at http://www.campusmanagement.com/EN-US/aboutUs/Pages/Incident-Severity.aspx shall replace severity descriptions in the Agreement, and are subject to change.

Keys . Training keys are to be used exclusively for training through the Learning Center and CampusInsight User Conference pre-conference training.

Late Payment . Customer acknowledges and agrees that any delinquent payment owed to CMC, under this or any other agreement, may result in suspension of CampusCare Services and other services until all outstanding amounts due are paid in full.

Taxes . Customer shall promptly pay, indemnify and hold CMC harmless from all sales, use, gross receipts, GST, value-added, personal property or other tax or levy (including interest and penalties) imposed on the services and deliverables which have been or will be provided under any agreements, other than taxes on the net income or profits of CMC. Subject to any applicable laws, the foregoing shall not apply to the extent Customer is formed as a not for profit organization and promptly provides CMC an applicable tax exempt certificate. All prices quoted are net of taxes.

PRIVACY PROTECTION

Do not send unsolicited personally identifiable information (“PII”) to CMC, and in any event do not send PII to CMC except by secure transfer and in a manner officially authorized by CMC.

CampusCare Renewal 2016 Page 3 Confidential

TA-110615

Exhibit 10.84



Managed Services Agreement Number	#1766

Private Cloud Services Agreement



Date:	December 10, 2015



NACR:	North American Communications Resource, Inc.	CUSTOMER:	Bridgepoint Education, Inc.
	3344 Hwy 149		13500 Evening Creek Drive North
	Eagan, MN 55121		San Diego, CA 92128
	(800) 431-1333
	FAX 651-994-6801

This PRIVATE CLOUD SERVICES AGREEMENT (“Agreement”) is made and entered into on the date indicated above (“Effective Date”) by and between NACR and Customer. NACR and Customer are each a “Party” to this Agreement and may collectively be referred to herein as the “Parties.”

In consideration of the mutual undertakings herein contained, the Parties agree as follows:


1.	This Agreement shall apply to:


A)	“Equipment,” as fully described on a Statement of Work (“Statement of Work”, “Scope of Work”, or “SOW”), owned by NACR, access to which is to be supplied to Customer by NACR as a private cloud service for Customer’s use;

“Managed Services” (services ordered by Customer from NACR to improve the productivity and efficiency of the Equipment) shall be provided on the basis of the quantity and type of user. Such Managed Services shall be described in detail on an SOW. NACR will perform a true-up on a quarterly basis to reconcile future billing on any items that have been added (activated) or removed (deactivated) during the previous quarter. Additional user fees will be added to the Total Minimum Monthly Fees as set forth on an SOW, trued-up quarterly, and will co-term at the end of the Initial Term of this Agreement; and


C)	“Maintenance Services” (services ordered by Customer from NACR to maintain and service the Equipment to ensure that it operates in conformance with all applicable documentation and specifications). Such Maintenance Services shall be described in detail in an SOW.

NACR’s provision of access to the Equipment, along with NACR’s provision of the Managed Services, Maintenance Services, and any other professional services that relate to the Equipment as outlined in the pertinent SOW, shall collectively be referred to herein as the “Services.”

In the event of a conflict between the terms and provisions of the SOW and the terms and provisions of this Agreement, the terms and provisions of this Agreement will control. NACR will provide the Services to Customer at times upon which Customer and NACR agree. Customer will arrange for the delivery of the Equipment to its designated facility. Upon delivery, Customer agrees to inspect the Equipment to determine if the packing appears to be intact and not damaged. The Services will be deemed accepted by Customer upon the delivery to NACR or its assignee of a signed acceptance certificate.

Customer may issue to NACR a purchase order to order the Services from NACR, but no terms or provisions of the purchase order shall apply. Rather, only the terms and provisions of this Agreement shall apply to the Services. If Customer submits a purchase order to order the Services hereunder, the purchase order must contain the following language: “THE TERMS AND PROVISIONS OF THE PRIVATE CLOUD SERVICES

AGREEMENT DATED DECEMBER ___, 2015 BY AND BETWEEN NACR AND BRIDGEPOINT EDUCATION, INC. APPLY TO THIS PURCHASE ORDER.”

Managed Services Agreement 4-6-10 Edition

Page 1 of 1

FEES. The minimum price to be charged for the Services (“Total Minimum Monthly Fees”) is specified in the SOW. Customer shall pay to NACR or its assignee the Total Minimum Monthly Fees, together with any other itemized charges, taxes, and costs (“Amount Due”), in the manner described in the SOW. The currency to be used for payment of the Amount Due is the United States Dollar. If any Total Minimum Monthly Fee or other amount payable to NACR or its assignee is not paid within 10 days of its due date, Customer shall, to the extent permitted by law, pay on demand, as a late charge, an amount equal to the greater of $25.00 or 2% of the amount then due for each 30 days or portion thereof that said overdue payments are not made (but in no event to exceed the highest late charge permitted by applicable law); provided, however that interest and late charges shall not be applied to any portion of a payment for items outside of the Total Minimum Monthly Fees, which portion is the subject of a good faith dispute raised by Customer and which is resolved in favor of Customer..

INVOICING AND PAYMENT. NACR or its assignee will invoice Customer the Total Minimum Monthly Fees and any other amounts due as set forth in the SOW, on a monthly basis in advance. Payment is due thirty (30) days after the invoice date. Customer will pay all bank charges, taxes, duties, levies, and other costs and commissions associated with any wire transfer or other means of payment. Customer is not responsible for any income tax assessed on the net income of NACR or its assignee. Customer shall be responsible for the timely payment, reporting and/or discharge of all sales and use taxes, rental taxes, and personal property taxes and agrees to reimburse NACR or its assignee for all taxes assessed against the Equipment during the term of this Agreement that are paid by NACR or its assignee on behalf of Customer.

Payment of the Total Minimum Monthly Fees specified in the SOW is not conditioned upon NACR’s performance under this Agreement, or Customer’s receipt of moneys or services from any other person. All of the Total Minimum Monthly Fees are non-cancelable and are the absolute and unconditional obligations of Customer. Customer is not entitled to abate or reduce any Total Minimum Monthly Fee or the Termination Amount (as defined in Section 7) or set-off any other amounts against Total Minimum Monthly Fees or the Termination Amount.

4.1 Benchmarking Right . Beginning no sooner than twelve (12) months following the commencement of the Services, Customer, no more than once annually, may, at its own expense, engage the services of an independent third party (a “Benchmarker”) to compare the quality and cost of the Services against the quality and cost of other leading providers of reasonably comparable services that share substantially similar attributes with respect to scope and nature of overall services or components of the services, geographic scope of overall services or components of the services, quality standards and service levels, technology, contract terms (e.g., contract duration, risk allocation, and special terms) and, payment terms for the Services current within the six (6) months prior to the benchmarking (the “Benchmark Standard”) to ensure that Customer is receiving from NACR pricing and levels of service that are competitive with market rates, prices and service levels, given the nature, quality, and volumes where the Services are received and type of Services provided by NACR.

The Benchmarker shall determine a range of prices for Comparable Services (as defined in the Statement of Work) on the basis of a sampling, selected in accordance with the Benchmarking Process, of (1) the prices charged by other Avaya authorized Platinum Business Partners in respect of a bundle of managed services similar in nature, type, quality (as measured by the Service Levels) and volume to the Service Delivery Contract, and (2) the costs plus a reasonable margin for performing comparable services.

The Benchmarker shall create a report outlining its findings with the aforementioned requirements (“Benchmark Report”) and shall provide a copy of the Benchmark Report to Customer and NACR and each party shall have sixty (60) calendar days from the issuance of the Benchmark Report to review the Benchmark Report and to raise objections to the results outlined in the Benchmark Report on the basis of concerns such as, but not limited to, (1) an identified and material deviation by the Benchmarker from the agreed upon benchmarking process, or (2) a material error in the sampling data, or (3) insufficiency of comparable data on which to base results (“Benchmark Review”). Any such notice of objection shall include a description of the nature of such objection in sufficient detail to enable the Benchmarker and the non-objecting Party to assess the merit of the objection. Upon the expiration of the Benchmark Review Period, Customer and NACR shall request the Benchmarker to issue a written response addressing any objections made.

If, after the parties agree upon the accuracy of the findings in the Benchmark Report, the Benchmark Report finds that the difference in the charges paid by Customer for all Services is greater than fifteen percent (15%) of the prices charged by other leading providers of comparable services according to the Benchmark Standard, the Parties shall meet and negotiate in good faith to (1) reduce the fees, in each case, as reasonably supported by the Benchmarker’s final report, (2) increase the volume of designated Services or add new Services without an

Managed Services Agreement 4-6-10 Edition

Page 2 of 2

increase in the fees payable by Customer, or (3) adjust the service levels. Under no circumstances will Customers purchase obligation with regard to the Bill of Sale be modified as a result of this benchmarking process.


5.	CUSTOMER RESPONSIBILITIES.

5.1 General . Customer will cooperate with NACR as reasonably necessary for NACR’s performance of its obligations under this Agreement, including things such as (i) providing NACR with full, free, and safe access to Customer’s facilities; (ii) providing telephone numbers, network addresses, and passwords necessary for remote access; and (iii) providing interface information and necessary third party consents and licenses. The foregoing three (3) items will be provided by Customer at Customer’s expense. If NACR provides an Update or other new release of software as part of the Managed Services or Maintenance Services, Customer will allow NACR to implement it promptly.

5.2 Vendor Management . If as part of the Services NACR is to instruct or request products or services on Customer’s behalf from third party vendors under Customer’s supply contracts with the third party vendors (“Vendor Management”), Customer will provide NACR with a letter of agency or similar document, in a form that is reasonably satisfactory to NACR, that authorizes NACR to perform the Vendor Management. Where the third party vendor’s consent is required for NACR to be able to perform the Vendor Management in a timely manner, Customer will obtain the written consent of the third party vendor and will provide NACR with a copy of such written consent.

5.3 Third Party Hosting . For Managed Services and Maintenance Services that include monitoring, if one (1) or more network address(es) to be monitored by NACR are associated with systems owned, managed, and/or hosted by a third party service provider (“Host”), Customer will (i) notify NACR of the Host prior to commencement of the Managed Services and Maintenance Services; (ii) obtain Host’s advance written consent for NACR to perform the Managed Services and Maintenance Services on Host’s computer systems on the form provided by NACR, and will provide NACR with a copy of such signed consent; and (iii) facilitate necessary communications between NACR and Host in connection with the Managed Services and Maintenance Services.

5.4

Access to Personal Data . If Customer expressly instructs NACR in writing either to access personal data of any employee, customer, or other individual (“Personal Data”), or to provide Customer or a third party identified by Customer with access to such Personal Data, Customer will indemnify NACR and its owners, officers, directors, employees, agents, assignee, and affiliates against, and will hold each of them harmless from, any and all liabilities, costs, damages, judgments, and expenses (including costs and reasonable attorneys’ fees) arising out of NACR’s accessing or providing access in accordance with Customer’s written instructions.

5.5

NACR is the owner of the Equipment. Customer shall keep all Equipment free and clear of all liens and encumbrances arising by or through Customer and that it shall provide such additional assurances as NACR or its assignee shall request to perfect and protect its rights and interest in the Equipment and under this Agreement, including providing waivers of interest by third party landlords or property owners, and grants of access, to inspect or remove the Equipment as provided herein and authorizes NACR or its assignee to record UCC financing statements to indicate its interest in the Equipment.


5.6	When Customer seeks to move any Equipment, Customer will notify NACR. Only NACR or its authorized agent may move Equipment. If Equipment is moved by a party other than NACR or its authorized agent, NACR may charge Customer additional amounts as reimbursement for any additional costs incurred by NACR in providing the Managed Services and Maintenance Services as a result of such move.


5.7	Customer shall designate a coordinator at Customer’s site with the knowledge and authority to make decisions with respect to all of Customer’s operations in order for NACR to meet its obligations hereunder.


5.8	Customer shall make available such data as is necessary to adequately test the Equipment and/or Service(s).

CONFIDENTIAL INFORMATION . “Confidential Information” means either Party’s business and/or technical information (including, but not limited to, information concerning any pricing and discounts), information concerning employees, and any other information or data, regardless of whether such information is in tangible, electronic, or other form, if it is marked or otherwise identified in writing as confidential or proprietary. Information communicated verbally will qualify as Confidential Information if it is designated as confidential or proprietary at the time of disclosure and summarized in writing within thirty (30) days after verbal disclosure. Confidential Information does not include materials or information that (i) is generally known by third parties as a result of no act or omission of the receiving Party; (ii) subsequent to its disclosure, it was lawfully received from a third party having the right to disseminate the information without restriction on disclosure; (iii) was already known by the receiving Party prior to receiving it from the other Party and it was not

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received from a third party in breach of that third party’s obligations of confidentiality; (iv) was independently developed by the receiving Party without use of Confidential Information of the disclosing Party; or (v) is required to be disclosed by court order or other lawful government action, but only to the extent ordered, and provided that the receiving Party promptly provides to the disclosing Party written notice of the pending disclosure so that the disclosing Party may attempt to obtain a protective order. In the event of a potential disclosure pursuant to subsection (v) above, the receiving Party will provide reasonable assistance to the disclosing Party where the disclosing Party attempts to obtain a protective order. Each Party will protect the confidentiality of all Confidential Information received from the other Party with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than a reasonable degree of care. Except as permitted in this Section or for the purpose of performing its obligations under the terms and provisions of this Agreement, neither Party will use or disclose the other Party’s Confidential Information. The confidentiality obligations of each Party will survive the termination of this Agreement. Upon termination of this Agreement, each Party will cease all use of the other Party’s Confidential Information and will promptly return (or, at the other Party’s request, destroy) all Confidential Information in tangible form and all copies of Confidential Information in that Party’s possession or under its control. In addition, each Party will destroy all copies of the other Party’s Confidential Information that it has on its computers, disks, and other digital storage devices. Upon request, a Party will certify in writing its compliance with the terms and provisions of this Section.

7. TERM AND TERMINATION . Unless otherwise specified in the applicable SOW, the Agreement will commence as of the Effective Date and continue for the number of months specified on the SOW (“Initial Term”) and for any successive Renewal Term. Unless otherwise specified in the applicable SOW, Customer may terminate Services, in whole, upon providing to NACR thirty (30) days advance written notice; provided, however, that Customer shall be liable for the Termination Amount described below. NACR may terminate this Agreement by providing written notice to Customer if an Event of Default (as defined in Section 13) occurs. If the Agreement ends or is terminated by either party, Customer and Vendor shall work in good faith to develop a mutually agreed upon transition schedule and fee schedule for up to ninety (90) days from the Termination Date (defined below) to support moving the Managed Services and Maintenance Services in-house or to alternative service provider(s).

Termination for Cause . Either Party may terminate this Agreement by giving written notice of termination (i) in the event of a material breach (which for purposes of this Agreement means a breach that significantly and negatively impacts the ability of the non-breaching party to realize the benefits of the Agreement) of this Agreement which is not substantially cured within sixty (60) days after written notice is given to the breaching Party specifying the breach; or (ii) in the event of (A) the liquidation or insolvency of a Party; (B) the appointment of a receiver or similar officer for a Party; (C) an assignment by a Party for the benefit of all or substantially all of its obligations; or (D) the filing of a meritorious petition in bankruptcy by or against a Party under any bankruptcy or debtors’ law for its relief or reorganization. Any such termination shall not relieve Customer of its obligations to pay the remaining unpaid Total Minimum Monthly Fees (“Termination Amount”); provided, however that (i) following the second full year of the Services, the Termination Amount shall be one hundred percent (100%) of the remaining Total Minimum Monthly Fees, (ii) following the third full year of the Services, the Termination Amount shall be reduced to ninety percent (90%) of the remaining Total Minimum Monthly Fees, and (iii) following the fourth full year of the Services, the Termination Amount shall be reduced to eighty percent (80%) of the remaining Total Minimum Monthly Fees. In order to exercise such termination rights, Customer must notify NACR in writing no more than 90 days and no less than 60 days prior to the one year anniversary date of the end of the second, third, and fourth full years of Services of Customer’s election to terminate this Agreement and remit the related Termination Amount.

Notwithstanding the foregoing, in the event of a Severity One (S1) issue that severely affects Customer’s ability to perform normal business operations for thirty (30) or more contiguous days, excluding failures caused by any of the Service Level Exceptions as defined in Appendix B of the SOW, Customer may elect to provide NACR with written notice of Customer’s intent to terminate the Agreement if service is not restored within another thirty (30) contiguous days from the date NACR receives such written notification. In the event of a termination under such circumstances, the amount payable to NACR for such termination shall be limited to the actual and reasonable transition and wind down costs, to be negotiated in good faith by the parties.

The Parties acknowledge that (i) the failure of NACR to meet any SLA as set forth on an SOW shall not constitute a “material breach” for purposes of the Termination for Cause provisions of the Agreement, and (ii) the sole remedy of Customer with respect to the failure of NACR to meet an SLA shall be the payment by NACR to Customer of the applicable performance credits set forth on the SOW; provided, however, that failure to meet two (2) or more SLAs in the same service level category, resulting in performance credits, for a continuous period of three (3) months, shall constitute a material breach of this Agreement.

Effect of Termination - Termination of this Agreement or any SOW shall not limit the right of either Party to pursue other remedies available to it, including injunctive relief, nor shall such termination relieve Customer of its obligation to pay all of the Total Minimum Monthly Fees that have accrued or have not yet been paid by Customer to NACR or its assignee

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under any SOW. At the end of the Initial Term, the licenses may be assigned to Customer and the system can be managed and maintained by Customer. There will be reasonable transition costs and a negotiated value to buy out the Equipment (determined fair market value).

REPRESENTATIONS AND WARRANTIES . NACR represents and warrants to Customer that the Managed Services and Maintenance Services will be performed in a professional and workmanlike manner by qualified personnel and in accordance with the terms and provisions of this Agreement. If the Managed Services or Maintenance Services have not been so performed and if within thirty (30) days after the performance of the applicable Managed Service or Maintenance Service Customer provides to NACR written notice of such non-compliance, then NACR, at its option, will re-perform the Managed Service or Maintenance Service, correct the deficiencies, or render a prorated refund based on the original charge for the deficient Managed Service or Maintenance Service.

The warranty remedies expressly provided in this Section will be Customer’s sole and exclusive remedies for breach of warranty claims only. EXCEPT AS REFERENCED AND LIMITED IN THIS AGREEMENT, NACR NOR ITS LICENSORS, ASSIGNEE, OR SUPPLIERS MAKE ANY OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE EQUIPMENT OR THE MANAGED SERVICES OR MAINTENANCE SERVICES. IN PARTICULAR, THERE IS NO WARRANTY THAT ALL SECURITY THREATS AND VULNERABILITIES WILL BE DETECTED, OR THAT THE MANAGED SERVICES OR MAINTENANCE SERVICES WILL RENDER ANY PRODUCT OR EQUIPMENT SAFE FROM SECURITY BREACHES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NACR DISCLAIMS ALL OTHER EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY . EXCEPT FOR THE TERMINATION AMOUNT AND THE DAMAGES OR LIABILITY ARISING OUT OF A PARTY’S FAILURE TO COMPLY WITH ITS OBLIGATIONS UNDER SECTIONS 6 (CONFIDENTIAL INFORMATION), AND SECTION 12 (INTELLECTUAL PROPERTY), IN NO EVENT WILL EITHER PARTY OR ITS RESPECTIVE LICENSORS OR SUPPLIERS OR NACR’S ASSIGNEE HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, STATUTORY, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST SAVINGS, OR LOST REVENUES OF ANY KIND; LOST, CORRUPTED, MISDIRECTED, OR MISAPPROPRIATED DATA; CHARGES FOR COMMON CARRIER TELECOMMUNICATIONS SERVICES; CHARGES FOR FACILITIES ACCESSED THROUGH OR CONNECTED TO THE PRODUCTS THAT THE MANAGED SERVICES ARE PERFORMED ON (“TOLL FRAUD”); NETWORK DOWNTIME; INTERRUPTION OF BUSINESS ARISING OUT OF OR IN CONNECTION WITH PERFORMANCE OR NON-PERFORMANCE OF THE PRODUCTS THAT THE MANAGED SERVICES ARE PERFORMED ON OR USE BY CUSTOMER; OR COST OF COVER).

EACH PARTY’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE TERMS AND PROVISIONS OF THIS AGREEMENT WILL NOT EXCEED (A) IN THE CASE OF CUSTOMER, THE TOTAL AMOUNT PAYABLE TO NACR UNDER THE TERMS AND PROVISIONS OF THIS AGREEMENT AND THE SOW WITH RESPECT TO WHICH SUCH CLAIM ARISES, AND (B) IN THE CASE OF NACR, THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO NACR UNDER THE TERMS AND PROVISIONS OF THIS AGREEMENT AND THE SOW WITH RESPECT TO WHICH SUCH CLAIM ARISES. THE LIMITATIONS OF LIABILITY IN THIS SECTION WILL APPLY TO ANY DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, OR OTHERWISE), AND REGARDLESS OF WHETHER (1) EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (2) THE LIMITED REMEDIES AVAILABLE TO THE PARTIES FAIL OF THEIR ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY PROVISIONS IN THIS SECTION ALSO WILL APPLY TO ANY LIABILITY OF OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND AFFILIATES. THE LIMITATIONS OF LIABILITY PROVISIONS IN THIS SECTION, HOWEVER, WILL NOT APPLY IN CASES OF INTENTIONAL (WILLFUL) MISCONDUCT OR GROSS NEGLIGENCE, PERSONAL INJURY OR DEATH, OR DAMAGES TO PROPERTY.

10.

DISPUTE RESOLUTION If a dispute arises that cannot be resolved by the personnel directly involved, the dispute shall be referred jointly to the responsible area senior management for NACR and Customer. The senior management shall exercise good faith efforts to settle the dispute within thirty (30) days (or an extended period, if they so agree). In the event that the dispute is not resolved within such a period, the Parties reserve the right to seek other relief as the Party deems appropriate.


11.	NON-SOLICITATION OF EMPLOYMENT .

11.1 NACR agrees that it will not solicit for employment, or employ directly or indirectly, Customer’s personnel during the term of this Agreement or for a period of twelve (12) months thereafter except as may be mutually agreed by the Parties; provided, however, that NACR may hire Customer’s personnel if Customer’s personnel initiate contact with NACR (e.g., a response to NACR’s general recruiting initiatives). If NACR violates this provision, NACR will

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pay to Customer an amount equal to the amount of the total potential compensation for the first twelve (12) months for the Customer employee that has been hired. NACR shall pay such amount to Customer on the date that is thirty (30) days after the person accepts NACR’s offer of employment.

11.2. Customer agrees that it will not solicit for employment, or employ directly or indirectly, NACR’s personnel during the term of this Agreement or for a period of twelve (12) months thereafter; provided, however, that Customer may hire NACR’s personnel if NACR’s personnel initiate contact with Customer (e.g., a response to Customer’s general recruiting initiatives). If Customer violates this provision, Customer will pay to NACR an amount equal to the amount of total potential compensation for the first twelve (12) months for the NACR employee that has been hired. Customer shall pay such amount to NACR on the date that is thirty (30) days after the person accepts Customer’s offer of employment.


12.	INTELLECTUAL PROPERTY .

12.1 NACR and Customer shall each retain all right, title, and interest in and to their respective pre-existing intellectual property and no license therein, whether express or implied, is granted by this Agreement or as a result of the Services performed hereunder. To the extent that the Parties wish to grant to the other rights or interests in pre-existing intellectual property, separate license agreements on mutually acceptable terms will be executed.

12.2 NACR may perform the same or similar Services for others.

12.3 As used herein, “Intellectual Property” shall mean inventions (whether or not patentable), works of authorship, trade secrets, techniques, know-how, ideas, concepts, algorithms, and other intellectual property incorporated in any deliverable and first created or developed by NACR in providing the Services.

12.4 Intellectual Property Infringement Indemnification - With respect to Equipment that NACR provides to Customer hereunder, NACR will provide to Customer an intellectual property infringement indemnity to the extent, and only to the extent, that NACR receives an intellectual property infringement indemnity from the respective manufacturer for such Equipment. The terms and provisions of each intellectual property infringement indemnity that apply to the respective Equipment that NACR provides to Customer hereunder are available at www.nacr.com. Because NACR is not the manufacturer of any of the Equipment, NACR provides no indemnity with respect to any claim that arises from a combination of (i) Equipment manufactured by one (1) manufacturer with Equipment manufactured by a different manufacturer; or (ii) Equipment that NACR provides to Customer with any product that NACR has not provided to Customer. Notwithstanding the preceding sentence, however, with respect to each individual item of Equipment involved in the aforementioned combinations, NACR will still provide to Customer the intellectual property infringement indemnity to the extent, and only to the extent, that NACR receives an intellectual property infringement indemnity from the respective manufacturer for the respective Equipment.


13.	EVENTS OF DEFAULT .


13.1.	Events of default (“Events of Default”) under this Agreement shall include, but not be limited to, the following:


13.1.1.	Customer fails to pay any Total Minimum Monthly Fee or any other amount payable to NACR under this Agreement within ten (10) days after its due date; or


13.1.2.	Customer fails to perform or observe any other representation, warranty, covenant, condition or agreement to be performed or observed by Customer under this Agreement, and Customer fails to cure any such breach within thirty (30) days after notice thereof; or


13.1.3.	any representation or warranty made by Customer under this Agreement, or in any other instrument provided to NACR by Customer proves to be incorrect in any material respect when made; or


13.1.4.	Customer makes an assignment for the benefit of creditors, whether voluntary or involuntary; or


13.1.5.	a proceeding under any bankruptcy, reorganization, arrangement of debts, insolvency or receivership law is filed by or against Customer or Customer takes any action to authorize any of the foregoing matters; or


13.1.6.	Customer becomes insolvent or fails generally to pay its debts as they become due, the Equipment is levied against, seized or attached, or Customer seeks to effectuate a bulk of sale of Customer’s inventory or assets; or

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13.1.7.	Customer voluntarily or involuntarily dissolves or is dissolved.


13.2.	If an Event of Default occurs, NACR or its assignee may, in its sole discretion, exercise one or more of the following remedies:


13.2.1.	terminate this Agreement;


13.2.2.	take possession of, or render unusable the Equipment without demand or notice, without any court order or other process of law, and without liability to Customer for any damages occasioned by such action, and no such action shall constitute a termination of this Agreement;


13.2.3.	require Customer to deliver the Equipment to a location designated by NACR or its assignee in the country where such item is located in the same condition as when originally delivered to Customer’s site, reasonable wear and tear excepted, at no cost to NACR or its assignee;

13.2.4 declare the Termination Amount (as calculated by NACR or its assignee as of the date of the Event of Default) due and payable as liquidated damages for loss of a bargain and not as a penalty and in lieu of any further Total Minimum Monthly Fees under this Agreement;


13.2.4.	proceed by court action to enforce performance by Customer of obligations under this Agreement and/or to recover all damages and expenses incurred by NACR or its assignee by reason of any Event of Default;


13.2.5.	terminate any other agreement that NACR or its assignee may have with Customer; or


13.2.6.	exercise any other right or remedy available to NACR and its assignee at law or in equity.

These remedies are cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to time. Customer will reimburse NACR and/or its assignee for all costs of collection, including but not limited to reasonable attorneys fees, incurred by NACR and/or its assignee in any action to enforce its rights under this Agreement.

14. RETURN OF EQUIPMENT.

Customer will not make any alterations, additions, or replacements to the Equipment without the prior written consent of NACR or its assignee. All alterations, additions and replacements will become part of the Equipment and the property of NACR or its assignee, at no cost or expense to NACR or its assignee. NACR or its assignee may inspect the Equipment upon reasonable advance notice to Customer. Unless Customer and NACR enter into a separate agreement to purchase the Equipment, upon expiration of this Agreement, Customer will immediately deliver the Equipment to NACR or its assignee in good condition and repair, except for ordinary wear and tear, to the location designated by NACR or its assignee. Customer's obligation to pay the Total Minimum Monthly Fee will continue until the Equipment is returned to NACR's designated return location. Customer will pay all expenses for deinstalling, crating, and shipping the Equipment, and insure the Equipment for its full replacement value during shipping. Unless NACR or its assignee requests return to either of them, Customer must retain physical possession of the Equipment through the end of the Initial Term or any Renewal Term.

15. END OF TERM.

Customer must give NACR or its assignee prior written notice of at least ninety (90) days before the end of the Initial Term or any Renewal Term that Customer will either purchase the Equipment or return the Equipment to NACR or its assignee. If Customer does not give NACR or its assignee such written notice or, having given such notice, if Customer does not purchase or deliver the Equipment in accordance with the terms of this Agreement, this Agreement will automatically renew for an additional twelve (12) months (the "Renewal Term") and thereafter for successive one month terms unless and until Customer gives NACR or its assignee the required 30 day notice and either purchase or deliver the Equipment to NACR or its assignee. Each month during such Renewal Term(s) the Total Minimum Monthly Fee will remain the same. NACR or its assignee may cancel an automatic Renewal Term by sending Customer ten (10) days prior written notice.

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15.1. If this Agreement is terminated before the end of the Initial Term (or, if the contemplated Term is for a period longer than the Minimum Number of Periods, before such Minimum Number of Periods expires), Customer shall pay NACR or its assignee, the Termination Amount.

15.2. If Customer elects to, but does not return all of the Equipment (or pay the applicable purchase price for the Equipment) within thirty (30) days after the acceleration of the Total Minimum Monthly Fees or the termination of this Agreement (whether at the originally anticipated end of Term or earlier termination thereof), Customer shall permit NACR or its assignee access to Customer’s premises for the purpose of taking possession of the Equipment at Customer’s expense.


16.	SERVICES AND TIMING .

Services not specifically itemized in an SOW or Order Form are not provided. CUSTOMER IS SOLELY RESPONSIBLE FOR SYSTEM BACK-UP PRIOR TO COMMENCEMENT OF SERVICES.


17.	MAINTENANCE SERVICES .


a.	ORDER FORM; PROVISION AND SCOPE OF MAINTENANCE SERVICES.

Order Form and Provision of Maintenance Services. NACR will provide the Maintenance Services for Supported Products (as hereinafter defined) as described further in this Agreement and in the pertinent SOW. In the event of a conflict between the terms and provisions of the SOW and the terms and provisions of this Agreement, the terms and provisions of this Agreement will control. “Supported Products” are the Equipment as identified in the SOW

ii.

Monitoring. NACR may electronically monitor Supported Products for the following purposes: (i) to perform and analyze diagnostics from a remote location and to take corrective actions, if necessary; (ii) to determine system configuration and applicable charges; (iii) to verify compliance with applicable software license terms and restrictions; (iv) to assess Customer needs for additional products and/or Maintenance Services; and (v) as otherwise provided in the SOW.


iii.	Error Correction. Some Maintenance Services options may include correction of Errors. An “Error” means a failure of a Supported Product to conform in all material respects to the manufacturer’s specifications that were applicable when the Supported Product was originally purchased or originally licensed, as the case may be.


iv.	Help Line Support. Where the Maintenance Services include help line support, NACR will provide such help line support (e.g., service hours and target response intervals) in accordance with that which is indicated in the SOW.


v.	Updates. NACR will implement Updates as the manufacturer makes such Updates available to NACR. An “Update” is a change in software that typically provides maintenance correction only.

vi.

End of Support. NACR may discontinue or limit the scope of Maintenance Services for Supported Products that the manufacturer of the respective Supported Product has declared “end of life,” “end of service,” “end of support,” “manufacture discontinue,” or any similar designation (“End of Support”). End of Support will be effective as of the date indicated in the End of Support notice. If Maintenance Services are discontinued for a Supported Product, the Supported Product will be removed from the Order Form and the Fees will be adjusted accordingly. For certain Supported Products subject to End of Support, NACR may continue to offer a limited set of Maintenance Services (“Extended Support”). Where NACR chooses to provide such Extended Support, the description of such Extended Support and the Fees associated therewith will be available at the time of NACR's notice. These notices will communicate information such as Extended Support eligibility, Extended Support alerts related to parts shortages, and end of Maintenance Services (including Extended Support) eligibility.

vii.

Replacement Hardware. Hardware that NACR will provide as part of the Maintenance Services (“Replacement Hardware”) may be new, factory reconditioned, refurbished, re-manufactured, or functionally equivalent. Replacement Hardware, if not new, will be warranted the same as new hardware and will be equivalent to new in its performance. Replacement Hardware will be furnished only on an exchange basis. Returned hardware that has been replaced by NACR will become NACR’s property. NACR represents and warrants that all Replacement Hardware will be free of defects in design, materials, and workmanship.

viii.

Added Products. If Customer acquires additional products of the same type and manufacturer(s) as the existing Supported Products (“Added Products”) and locates such Added Products with existing Supported Products, the Added Products will be covered under Maintenance Services automatically at NACR’s then current fees as of the date on which the Added Products are first co-located with the Supported Products and for the remainder of the Term of the SOW. Added Products purchased from a party other than NACR are subject to certification by NACR at NACR’s then current

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certification rates. If an Added Product fails certification, NACR may choose not to add such Added Product as a Supported Product.

ix.

General Limitations. Unless the SOW provides otherwise, NACR will provide Maintenance Services for software for only the unaltered current release of such software and the prior release of such software. The following items are included in the Maintenance Services only if the SOW specifically includes them: (i) support of user-defined applications; (ii) support of Supported Products that have been modified by a party other than NACR (except for installation of standard, self-installed Updates provided by the manufacturer); (iii) making corrections to user-defined reports; (iv) data recovery services; (v) services associated with relocation of Supported Products; (vi) correction of Errors arising from causes external to the Supported Products (such as power failures or power surges); (vii) Maintenance Services for Supported Products that have been misused, used in breach of the terms and provisions of their respective license, improperly installed or configured, or that have had their serial numbers altered, defaced, or deleted; and (viii) correction of Errors, the cause of which occurred prior to the date of commencement of the pertinent Order Form.

SOFTWARE LICENSE. Where the Maintenance Services include providing patches, Updates, or feature upgrades for Supported Products (“New Software”), New Software will be provided subject to the license grant and restrictions contained in the original agreement under which Customer licensed the original software for which the patch, Update, or feature upgrade is provided. Where there is no existing license for the original software, New Software will be provided subject to the manufacturer’s then current license terms and restrictions for the New Software. New Software may include components provided by third party suppliers that are subject to their own end user license agreements. Customer may install and use these components in accordance with the terms and conditions of the end user license agreement accompanying such components, whether the terms and conditions of the end user license be in “shrinkwrap,” “clickwrap,” or some other form.


xi.


18.	MISCELLANEOUS .

18.1

Merger - This Agreement constitutes the entire agreement between NACR and Customer with respect to the subject matter described herein, superseding all prior and contemporaneous correspondence and understandings between the Parties, whether written or verbal. No provision of this Agreement shall be deemed waived, amended, or modified by either Party unless such waiver, amendment, or modification is in writing that is signed by the Party against whom enforcement is sought.


18.2	Assignment -

(i)

Except as set forth in subparagraph (ii) below, this Agreement shall not be assignable by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that in any assignment of this Agreement, both the assignor and the assignee are jointly and severally liable under this Agreement for any outstanding obligations of the assignor that are due as of the date of the assignment.

(ii) Notwithstanding the foregoing, NACR shall have the unqualified right without notice to or the consent of Customer (i) to assign, pledge, transfer or otherwise convey any or all of NACR’s right, title and interest in and to the Equipment but none of its obligations; and (ii) to assign its rights to receive payment of all or any portion of the Total Minimum Monthly Fees due and payable under the terms of this Agreement. For the avoidance of doubt, this subparagraph (ii) does not permit NACR to assign NACR’s obligations under the Agreement without the prior written consent of Customer. This paragraph only applies to NACR’s right, title, and interest to the Equipment, and NACR’s right to receive and collect any payments due and owing under the terms of this Agreement. Customer acknowledges and agrees that Customer shall not assert against any assignee of NACR any claim or defense Customer may have against NACR.

18.3

Notices - All notices issued under the terms and provisions of this Agreement shall be in writing and shall be delivered in person, sent by facsimile, sent by overnight courier, or sent by certified U.S. Mail, postage prepaid, to the address of the other Party as set forth in this Agreement or to such other address as a Party shall designate by like notice. In addition, copies of all notices to NACR shall be delivered to Mark L. Geier, General Counsel, North American Communications Resource, Inc., 3344 Highway 149, Eagan, MN 55121.


18.4	Acknowledgment and Authority - By execution hereof, the signer hereby certifies that he/she has read this Agreement and these terms, understands them, and agrees to all terms and provisions stated

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herein. In addition, NACR and Customer represent and warrant to each other that each respective Party has the full right, power, and authority to execute this Agreement.

18.5

Publicity - Neither Party shall use the name(s), trademark(s), or trade name(s), whether registered or not, of the other Party in publicity releases or advertising or in any other manner without the prior written consent of such other Party. Each Party agrees that it will not, without the prior written consent of the other Party, make any public statement regarding this Agreement, any of its provisions, or the fact that this Agreement exists.

18.6

Independent Contractors – The Parties acknowledge that Customer is a Party independent from NACR and that nothing in this Agreement will be construed or deemed to create a relationship of employer and employee, principal and agent, or any relationship other than that of independent entities contracting with each other solely for the purpose of carrying out the terms and provisions of this Agreement.


18.7	Waiver - If either Party fails to enforce any right or remedy available under this Agreement, that failure shall not be construed as a waiver of any right or remedy with respect to any other breach or failure by the other Party.

18.8

Force Majeure – NACR shall not be liable for any loss, failure, or delay in furnishing Services resulting from any of the following: fires; explosions; floods; storms; acts of God; governmental acts, orders, or regulations; hostilities; civil disturbances; strikes; labor difficulties; machinery breakdowns; transportation contingencies; difficulty in obtaining parts, supplies, or shipping facilities; delays of carriers; or any other cause beyond the control of NACR. If a Force Majeure event prevents NACR from providing Services for a period of seventy-two (72) or more consecutive hours in whole or in part, Customer may thereafter, upon notice to NACR, terminate the affected Services with no penalty or, may, at its discretion, obtain substitute service from an alternate vendor with no penalty or further obligation to NACR.

18.9

Title and Risk of Loss; Insurance – NACR will retain all title and ownership to the Equipment unless Customer and NACR agree that Customer will purchase the Equipment in accordance with this Agreement, in which case title will pass to Customer upon full payment of the fair market value of the Equipment. Customer is responsible for any loss, theft or destruction of, or damage to the Equipment (collectively “Loss”) to Equipment located on Customer premises from any cause at all, whether or not insured, until it is delivered to NACR or its assignee at the end of this Agreement. Customer is required to make all Total Minimum Monthly Fees even if there is a Loss. Customer must notify NACR or its assignee in writing immediately of any Loss. Then, at NACR’s or its assignee’s option, Customer will either (a) repair the Equipment so that it is in good condition and working order, eligible for any manufacturer’s certification, or (b) pay the Termination Amount.

Customer is responsible for installing and keeping the Equipment in good working order. Except for ordinary wear and tear, Customer is responsible for protecting the Equipment located on Customer’s premises from damage and loss of any kind. If the Equipment is damaged or lost, Customer agrees to continue to pay the amounts due and to become due hereunder without setoff or defense. During the term of this Agreement, Customer agrees that it will (1) insure the Equipment against all loss or damage naming NACR and its assignee as loss payee; (2) obtain liability and third party property damage insurance naming NACR and its assignee as an additional insured; and (3) deliver satisfactory evidence of such coverage with carriers, policy forms and amounts acceptable to NACR or its assignee. All policies must provide that NACR or its assignee be given thirty (30) days written notice of any material change or cancellation. Customer agrees to consent to the filing of financing statements, public notice or other records by the owner of the Equipment to give notice of its interests in the Equipment.


18.10	Software License – Customer understands that NACR licenses software from a third party to provide a portion of the Managed Services. The terms and provisions of the End User License Agreement (“EULA”) applicable to such third party software are attached hereto as Attachment A and are hereby incorporated herein by this reference and Customer agrees to the terms and conditions of such EULA.


18.11	Indemnity - Customer is responsible for any personal injury, death or property damage (collectively “Claims”), whether based on a theory of strict liability or otherwise caused by or related to

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or in any manner arising from the Equipment. Customer agrees to reimburse NACR or its assignee for and if NACR or its assignee requests, to defend NACR or its assignee against, any Claims, except Claims caused by NACR’s or its assignee’s willful misconduct. Customer agrees that its obligations under this section shall survive the termination of this Agreement for Claims arising during the term of this Agreement.


18.12	Credit Information - CUSTOMER AUTHORIZES NACR OR ITS ASSIGNEE TO OBTAIN CREDIT BUREAU REPORTS, AND MAKE OTHER CREDIT INQUIRIES THAT NACR OR ITS ASSIGNEE DETERMINE ARE NECESSARY. Customer agrees to provide copies of its balance sheet, income statement and other financial reports as NACR or its assignee may reasonably request.


18.13	Severability – In the event that any term or provision of this Agreement is held to be illegal, unenforceable, or invalid, the remaining terms and provisions hereof shall remain in full force and effect.


18.14	Survival of Terms – Notwithstanding any termination or expiration of this Agreement, all rights and remedies available to the Parties and all terms and provisions of this Agreement that are not performed or cannot be performed during the term of this Agreement shall survive the termination or expiration of this Agreement.


18.15	Governing Law – The laws of the State of New York (including, but not limited to, the Uniform Commercial Code as adopted) apply to all Services and/or Equipment provided under the terms and provisions of this Agreement, without reference to such jurisdiction’s conflicts of law principles.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and do each hereby warrant and represent that their respective signatory whose signature appears below has been and is on the date of this Agreement duly authorized by all necessary and appropriate corporate action to execute this Agreement.



SELLER:	North American Communications Resource, Inc.	CUSTOMER:	Bridgepoint Education, Inc.
BY:	Scott Ford	BY:	Chris Henn
SIGNATURE:	/s/ Scott Ford	SIGNATURE:	/s/ Chris Henn
TITLE:	VP	TITLE:	COO
DATE:	12/10/2015	DATE:	12/10/15

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Attachment A

Customer understands that NACR licenses software from a third party to provide the Service Desk, Proactive Monitoring, and Incident Management elements (“Service”) of the Managed Services and this EULA shall apply only to those specific elements.

A. LIMITATION OF LIABILITY. Customer acknowledges that Vendor’s licensor has no control over how a foreign administration or third party carrier establishes its rules and conditions pertaining to international telecommunications services and acknowledges that any inability or failure by Vendor’s licensor to perform any of its obligations hereunder as a result of such rules and conditions shall be excused. Under no circumstances and under no legal theory, whether in contract, tort (including negligence), strict liability or any other theory whatsoever, shall Vendor’s licensor be liable for any damages that Customer may suffer from or in connection with Customer’s use of, or inability to use, Vendor’s equipment, or the Services. This limitation includes, but is not limited to, damages resulting from loss or theft of data; transmission delays or failures; service interruptions; unauthorized access or damage to records, software programs, or other information or property; loss of profits; loss of goodwill; cost of cover; or any other special, incidental, consequential, direct, indirect, or punitive damages, however caused. This limitation will apply even if Vendor’s licensor has been advised of, or is aware of, the possibility of such damages. Because some states or other jurisdictions may not allow the exclusion of certain warranties or certain forms of liability, some or all of the exclusions set forth in this EULA may not apply. If any of such exclusions are not allowed under the laws of a particular state or other jurisdiction for any reason, then Vendor’s licensor’s maximum liability for any type of damages with respect to Vendor’s licensor’s network, equipment, or Services shall be limited to the amount of the monthly service charges paid by Customer to Vendor for the Services hereunder, for the twelve (12)-month period prior to the occurrence of the event giving rise to such liability. Such limit shall apply to the aggregate of all claims with regard to such Services. Vendor’s licensor does not and cannot control the quality of other parties’ networks to which Vendor or its licensor must interconnect. Therefore, Vendor’s licensor disclaims any and all liability that may arise from the performance, including failure, of other parties’ networks. In no event shall Vendor’s licensor be liable for the fraudulent or illegal use of the Services by any of Customer’s officers, employees, agents, clients, or any other person using the Services through Customer.

B. CERTAIN RULES AND LIMITATION OF USE. Customer agrees to comply at all times with any and all applicable local, state, and federal law, or the law of any country that may assert jurisdiction over the activity involved. Any content, material, message, or data made available or transmitted through the Service, (regardless of where it is sent, viewed, received, or retrieved) that is in violation of any applicable law or regulation is strictly prohibited. Through the implementation of its own internal use policy and procedure, Customer shall use its best efforts to safeguard the Services provided hereunder to prevent use of the Services (i) to breach a computer security system without the consent of the owner, or to gain access to a system (protected or otherwise) without the consent of its owner; (ii) to intercept or cause the interception of, or to disclose, electronic communications, including e-mails; (iii) to post or transmit data that is threatening, obscene, indecent, or defamatory; (iv) to post or transmit any data that violates export control laws; or (v) to commit fraud or any other illegal activity. Furthermore, under no circumstances will Customer take any action that could result in any harm or damage to (a) Vendor’s licensor’s network; (b) any other network(s); (c) Vendor’s licensor’s premises; (d) Vendor’s or its licensor’s equipment or software; or (e) any other customer of either Vendor or licensor. In no event shall Vendor’s licensor be responsible for either the misappropriation or illegal use of the Services by Customer. Customer must, at all times, conform to Vendor’s licensor’s Certain Rules and Limitations of Use (“Rules”), which are set forth above as well as the Software Use Restrictions which are set forth below. It is important that Customer review these Rules regularly to ensure that it complies with them. If, for any reason, Vendor or its licensor learns of or suspects inappropriate or illegal use of Vendor’s or its licensor’s facilities, network, Service, or other networks accessed through Vendor’s or its licensor’s network, or any other violation of the Rules, then Customer agrees that it will cooperate in any resulting investigation by Vendor or the appropriate authorities. If any inappropriate or illegal use is found, and if Customer fails to cooperate with any investigation of such use, or if Vendor’s licensor, in its sole discretion, deems such action necessary to prevent imminent harm to the network or facilities of Vendor’s licensor or any third party or disruption to Vendor’s or its licensor’s services, Vendor’s licensor may require Vendor to immediately suspend or terminate the Service. Furthermore, upon written notice to Customer, Vendor’s licensor may modify or suspend the Service, as necessary, to comply with any law or regulation, as reasonably determined by Vendor’s licensor. Customer, on behalf of itself, its affiliates, successors, assigns, officers, directors, employees, and agents, agrees to indemnify, defend, and hold harmless Vendor’s licensor, successors, assigns, officers, directors, employees, and agents (“Vendor Indemnified Parties”) from and against any and all liabilities, losses, expenses and claims for personal injury or property damage arising from or relating to (i) any content used or transmitted by Customer or any users over the Services made against any of the Vendor Indemnified Parties by any users taking through Customer, or (ii) Customer’s or any such user’s negligent acts or omissions, willful misconduct or breach of any of Customer’s representations or obligations under this EULA.

C. SOFTWARE LICENSE; SOFTWARE USE RESTRICTIONS; NO RESALE; ALL RIGHTS RESERVED. Vendor’s licensor grants to Customer a non-licensable, non-exclusive, and non-transferable license to use the software as a Service provided for under this EULA. Customer shall not, in any way, re-sell, license, or allow any third party to use the Service

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and its software without receiving Vendor’s licensor’s prior written consent. Except for the limited license rights granted in this Section C, Vendor’s licensor reserves all rights in the software and the Services, and any modifications made thereto, including all title, ownership rights, intellectual property rights, trademark rights, copyrights, and software rights (“Proprietary Rights”), and it shall have the exclusive right to protect and enforce its Proprietary Rights in its products and Services. In furtherance thereof, to the fullest extent possible under applicable law, Customer agrees that it will not (i) make any copies or duplicates of any software without the prior written consent of Vendor’s licensor; (ii) disassemble, reverse assemble, decompile, reverse engineer, or otherwise attempt to decipher or reconstruct any source code (or the underlying ideas, algorithms, structure, or organization) from the software; (iii) modify or create any derivative works of the software (including, without limitation, translations, transformations, adaptations, or other recast or altered version); (iv) use, copy, sell, lease, sub-lease, rent, loan, assign, convey, or otherwise transfer the software, except as expressly authorized under this EULA; (v) distribute, disclose, or allow use of the software, in any format, through any time-sharing service, service bureau, network, or by any other means, to or by any third parties; (vi) violate any obligations of the Confidentiality provisions contained below; (vii) delete, alter, add to, or fail to reproduce in and on any product, Service, or software any trademark or copyright or other notices appearing in or on any copy, media, or package materials provided by Vendor’s licensor directly or through Vendor; or (viii) permit or encourage any third party to do any of the foregoing. In the event that Customer breaches any of the software license restrictions and limitations set forth above, Vendor’s licensor may provide written notice to Customer directly or through Vendor that if within ten (10) business days of Customer’s receipt of a reasonably detailed written request to cure said breach, Customer fails to comply and cure said breach, then Vendor’s licensor may terminate, effective immediately, the software license granted hereunder, and shall be entitled to exercise all available and permitted rights hereunder. Upon such termination, Customer shall immediately pay all outstanding licensing and Service fees and termination charges, and it shall cease use of the software and Services. Vendor’s licensor shall have the right to monitor Customer locations to confirm compliance with the foregoing and to ensure that Customer is not using the software and/or Services in excess of the quantities authorized, or at locations other than those authorized. In the event such monitoring determines that Customer is using software and/or Services in excess of the quantities authorized, Vendor and/or its licensor may bill Customer, and Customer will be required to pay, applicable charges for the excess quantities (which may be billed retroactively to the time of first use as reasonably determined by Vendor and/or its licensor). In the event that such monitoring determines that Customer is using software and/or Services at locations other than those authorized, Vendor and/or its licensor may require Customer to immediately cease such use or (at Vendor’s and/or its licensor’s option) to execute a proper order for Services at such location and to pay any applicable charges arising therefrom (which may include retroactive charges to the time of first use as reasonably determined by Vendor and/or its licensor).

D. CONFIDENTIALITY. Vendor and Customer shall maintain the confidentiality of all information or data of any nature (“Information”) provided to it by the other party hereto, provided that such Information contains a conspicuous marking identifying it as “Confidential” or “Proprietary” or is inherently of a confidential nature (i.e., customer, customer pricing, or cost data) (“Confidential Information”). For purposes of this Section, this EULA shall be considered “Confidential Information”. Vendor and Customer shall use the same efforts (but in no case less than reasonable efforts) to protect the Information it receives hereunder as it accords to its own Information. The above requirements shall not apply to Confidential Information which is already in the possession of the receiving party through no breach of an obligation of confidentiality to the disclosing party or any third party; is already publicly available through no breach of this EULA; or has been previously independently developed and documented by the receiving party. This EULA shall not prevent any disclosure of Confidential Information pursuant to applicable law or regulation, provided that prior to making such disclosure, the receiving party shall use reasonable efforts to notify the disclosing party of this required disclosure. Vendor and Customer acknowledge that its breach or threatened breach of this Section may cause the disclosing party irreparable harm, which would not be adequately compensated by monetary damages. Accordingly, in the event of any such breach or threatened breach, the receiving party agrees that equitable relief, including temporary or permanent injunctions, is an available remedy in addition to any legal remedies to which the disclosing party may be entitled. At the request of the disclosing party at any time or from time to time, the receiving party shall, as promptly as practicable and in all cases within thirty (30) days of such request, deliver to the disclosing party all proprietary information of the disclosing party then in the receiving party’s possession or under the receiving party’s control or, in lieu thereof, receiving party may destroy all of receiving party’s copies of such proprietary information and certify to the disclosing party in writing that such destruction has been accomplished.

E. NO WARRANTY. The Service is provided on an "AS IS" basis, and Customer’s use of the Service is at Customer’s own risk. Vendor’s licensor does not make, and hereby disclaims any and all warranties of any kind, whether express or implied (including, but not limited to, any warranty of fitness for a particular purpose, merchantability, title or non-infringement, or any warranty arising from any course of dealing, usage or trade practice). Without limiting the foregoing, Vendor’s licensor does not warrant that the Service will be uninterrupted, error-free or completely secure.

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Exhibit 21.1

SUBSIDIARIES OF

BRIDGEPOINT EDUCATION, INC.

AS OF DECEMBER 31, 2015




		JURISDICTION OF INCORPORATION OR ORGANIZATION
SUBSIDIARIES OF BRIDGEPOINT EDUCATION, INC.:
Ashford University, LLC		California
Bridgepoint Education Real Estate Holdings, LLC		Iowa
University of the Rockies, LLC		Colorado
Insource Shared Services, LLC		Delaware
SUBSIDIARIES OF ASHFORD UNIVERSITY, LLC:
Center Leaf Partners, LLC		Iowa

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-159220, No. 333-164405, No. 333-171571, No. 333-179046, No. 333-185944, No. 333-188738, No. 333-201454 and No. 333-208997) and Form S-3 (No. 333-175724) of Bridgepoint Education, Inc. of our report dated March 8, 2016 , relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10‑K.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

March 8, 2016

EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Andrew S. Clark, certify that:


1.	I have reviewed this Annual Report on Form 10-K of Bridgepoint Education, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 8, 2016



		/s/ ANDREW S. CLARK
		Andrew S. Clark President and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Kevin Royal, certify that:


1.	I have reviewed this Annual Report on Form 10-K of Bridgepoint Education, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 8, 2016



		/s/ KEVIN ROYAL
		Kevin Royal Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Bridgepoint Education, Inc. (the "Company") on Form 10-K for the period ended December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and


2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 8, 2016



/s/ ANDREW S. CLARK
Andrew S. Clark, President and Chief Executive Officer (Principal Executive Officer)

Dated: March 8, 2016



/s/ KEVIN ROYAL
Kevin Royal, Chief Financial Officer (Principal Financial Officer)

This certification shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by the Company into such filing.

A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 99.1

Disclosure pursuant to Section 13(r) of the Securities Exchange Act of 1934

Fourth quarter calendar year 2015

Pursuant to Section 13(r) of the Securities Exchange Act of 1934, we, Bridgepoint Education, Inc. (“Bridgepoint”), may be required to disclose in our annual and quarterly reports to the Securities and Exchange Commission (the “SEC”) whether we or any of our “affiliates” knowingly engaged in certain activities, transactions or dealings relating to Iran or with certain individuals or entities targeted by U.S. economic sanctions. Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable law. Because the SEC defines the term “affiliate” broadly, it includes any entity under common “control” with us (and the term “control” is also construed broadly by the SEC).

The description of the activities below has been provided to Bridgepoint by Warburg Pincus LLC (“WP”), affiliates of which: (i) beneficially own more than 10% of our outstanding common stock and/or are members of our board of directors and (ii) beneficially own more than 10% of the equity interests of, and have the right to designate members of the board of directors of each of Santander Asset Management Investment Holdings Limited (“SAMIH”) and Endurance International Group Holdings, Inc. (“Endurance”). Each of SAMIH and Endurance may therefore be deemed to be under common “control” with Bridgepoint; however, this statement is not meant to be an admission that common control exists.

The disclosure below relates solely to activities conducted by SAMIH, Endurance and their respective affiliates. The disclosure does not relate to any activities conducted by Bridgepoint or by WP and does not involve our or WP’s management. Neither Bridgepoint nor WP has had any involvement in or control over the disclosed activities, and neither Bridgepoint nor WP has independently verified or participated in the preparation of the disclosure. Neither Bridgepoint nor WP is representing as to the accuracy or completeness of the disclosure nor do we or WP undertake any obligation to correct or update it.

Bridgepoint understands that each of SAMIH’s SEC-reporting affiliates intends to disclose in its next annual or quarterly SEC report that:

(a) Santander UK plc (“Santander UK”) holds frozen savings accounts and one current account for two customers resident in the United Kingdom (“U.K.”) who are currently designated by the United States (“U.S.”) for terrorism. The accounts held by each customer were blocked after the customer’s designation and have remained blocked and dormant throughout 2015. Revenue generated by Santander UK on these accounts is negligible.

(b) An Iranian national, resident in the U.K., who is currently designated by the U.S. under the Iranian Financial Sanctions Regulations and the Weapons of Mass Destruction Proliferators Sanctions Regulations (“NPWMD”), holds a mortgage with Santander UK that was issued prior to any such designation. No further drawdown has been made (or would be allowed) under this mortgage although Santander UK continues to receive repayment installments. In 2015, total revenue in connection with the mortgage was approximately £3,876 while net profits were negligible relative to the overall profits of Santander UK. Santander UK does not intend to enter into any new relationships with this customer, and any disbursements will only be made in accordance with applicable sanctions. The same Iranian national also holds two investment

Exhibit 99.1

accounts with Santander ISA Managers Limited. The funds within both accounts are invested in the same portfolio fund. The accounts have remained frozen during 2015. The investment returns are being automatically reinvested, and no disbursements have been made to the customer. Total revenue for the Santander group in connection with the investment accounts was approximately £188 while net profits in 2015 were negligible relative to the overall profits of Banco Santander, S.A.

(c) During the third quarter of 2015 two additional Santander UK customers were designated. First, a UK national designated by the U.S. under the Specially Designated Global Terrorist (“SDGT”) sanctions program who is on the U.S. Specially Designated National (“SDN”) list. This customer holds a bank account which generated revenue of approximately £180 during the third and fourth quarter of 2015. The account is blocked. Net profits in the third and fourth quarter of 2015 were negligible relative to the overall profits of Santander. Second, a UK national also designated by the U.S. under the SDGT sanctions program who is on the U.S. SDN list, held a bank account. No transactions were made in the third and fourth quarter of 2015 and the account is blocked and in arrears.

(d) In addition, during the fourth quarter of 2015, Santander UK has identified one additional customer. A UK national designated by the U.S. under the SDGT sanctions program who is on the U.S. SDN list, held a bank account which generated negligible revenue during the fourth quarter of 2015. The account was closed during the fourth quarter of 2015. Net profits in the fourth quarter of 2015 were negligible relative to the overall profits of Banco Santander, S.A.

Bridgepoint understands that Endurance intends to disclose in its next annual or quarterly SEC report that:

On December 2, 2015, Endurance terminated a subscriber account (the “Subscriber Account”) that Endurance believes to be associated with Issam Shammout and Sky Blue Bird Aviation (“Shammout”) identified by the Office of Foreign Assets Control (“OFAC”), as a Specially Designated National (“SDN”), on May 21, 2015, pursuant to 31 C.F.R. Part 594. The Subscriber Account was inadvertently migrated to Endurance’s servers following its acquisition of the assets of Arvixe LLC (“Arvixe”) on October 31, 2014. Pursuant to the terms of the asset purchase agreement between Endurance and Arvixe, any customer accounts prohibited by OFAC were expressly excluded from the acquisition. Accordingly, Endurance does not believe it took legal ownership of the Subscriber Account, and no revenue was collected by Endurance in connection with the Subscriber Account since the date on which Shammout was added to the SDN list. Nonetheless, upon identifying that the Subscriber Account had been migrated to its servers, Endurance promptly suspended all services and terminated the Subscriber Account. Endurance reported the Subscriber Account to OFAC as potentially the property of a SDN subject to blocking pursuant to Executive Order 13224. As of January 25, 2016, Endurance has not received any correspondence from OFAC regarding this matter.