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April 11, 2018

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Telecommunications

Washington, D.C. 20549

Attention: Terry French, Accountant Branch Chief

Re:

Adtalem Global Education Inc.

Form 10-K for Fiscal Year Ended June 30, 2017

Filed August 24, 2017

Form 10-Q for the Quarterly Period Ended December 31, 2017

Filed February 6, 2018

File No. 001-13988

Dear Mr. French:

We are in receipt of your comment letter dated March 28, 2018 to Adtalem Global Education Inc. (“Adtalem”).  On behalf of Adtalem, we have addressed your comment letter by reproducing each comment below in bold text and providing Adtalem’s response immediately following.  We have also provided supplemental information as requested or where we believe appropriate to the response.

Form 10-Q for the Quarterly Period Ended December 31, 2017

Results of Operations

Medical and Veterinary Schools

Medical and Veterinary Schools Student Enrollment, page 43

1.

We note the 11.5% increase in the number of students enrolled in your medical and veterinary schools. Expand your discussion to address the reasons underlying the increase and disclose whether management views this as a known trend that is likely to continue. Refer to SEC Release No. 33-8350.

Adtalem’s Response

We are providing an example of our future disclosures based upon the language in our most recent filing to be responsive to the SEC's comments regarding the Medical and Veterinary Schools revenue discussion from the Management’s Discussion and Analysis (“MD&A”) section.  We intend to include similar language in our MD&A disclosures in future filings when detailed analysis of enrollment trends is necessary to comply with SEC Release No. 33-8350.

1

Medical and Veterinary Schools

Medical and Veterinary Schools Student Enrollment:

Fiscal Year 2018

Term

Sept. 2017

Jan. 2018

New Students

812

515

% Change from Prior Year

0.7%

11.5%

Total Students

5,744

5,938

% Change from Prior Year

(6.9%)

1.3%

Fiscal Year 2017

Term

Sept. 2016

Jan. 2017

May 2017

New Students

806

462

458

% Change from Prior Year

(18.7%)

(10.8%)

(14.4%)

Total Students

6,168

5,863

5,491

% Change from Prior Year

(5.8%)

(8.0%)

(6.1%)

Hurricanes Irma and Maria affected student enrollment in fiscal year 2018 at the American University of the Caribbean School of Medicine (“AUC”) and Ross University School of Medicine (“RUSM”, collectively the “medical schools”). The medical schools experienced combined decreases in new student and total student enrollment of 3.8% and 10.4%, respectively, in the September 2017 semester compared to the September 2016 semester. These decreases were offset by increases in new student and total student enrollment of 4.4% and 1.4%, respectively, at Ross University School of Veterinary Medicine (“RUSVM”). The principal driver of the decrease in medical school enrollment in the September 2017 semester was the disruption caused by the hurricanes. Some new students delayed entry and a number of returning students took a leave of absence in this semester. A significant number of these students then returned for the January 2018 semester, in which the medical schools’ combined new and total enrollment increased 26.0% and 1.2%, respectively, compared to the January 2017 semester. The medical schools’ new student enrollment increase for the first two semesters of fiscal year 2018 was 4.4% compared to the first two semesters of fiscal year 2017. The new enrollment increase at the medical schools in the January 2018 semester was partially offset by a decrease in new student enrollment of 4.3% at RUSVM compared to the January 2017 semester. Management believes the demand for medical and veterinary education remains strong and can support management’s longer-term expectations to grow new enrollments in the low-single digit range; however, heightened competition may adversely affect the medical and veterinary schools’ ability to continue to attract qualified students to its programs.

The medical and veterinary schools revenue decreased 0.3%, or $0.3 million, to $88.2 million in the second quarter and decreased 6.4%, or $11.2 million, to $165.6 million in the first six months of fiscal year 2018 compared to the year-ago periods. The declines were driven primarily by revenue loss of approximately $0.9 million and $8.2 million, for the second quarter and first six months of fiscal year 2018, respectively, due to the effects of the hurricanes. These events forced postponements of the September 2017 semester basic science academic instruction at the medical schools, along with students withdrawing due to these disruptions. In addition, enrollment declines at the medical schools in the May 2017 semester, which contributed revenue for the first two months of fiscal year 2018, resulted in decreased revenue. These enrollment declines were partially offset by tuition price increases at AUC and RUSM for the September 2017 semester, as well as enrollment increases at RUSVM. Management is executing its plan to differentiate the medical and veterinary schools from the competition, with a core goal of increasing international students, and improving the effectiveness of marketing strategies by restructuring the marketing organization, and shifting from traditional media and event-driven marketing to greater use of digital and social media channels to drive awareness throughout the year. These strategies were successful and were responsible for the new student enrollment increases in the combined September 2017 and January 2018 semesters. Combining these semesters in our analysis is necessary due to the hurricane timing effect on new student enrollment as noted above.

2

Tuition Rates:

·

Effective for semesters beginning in September 2017, tuition rates for the beginning basic sciences and final clinical rotation portions of AUC’s medical program are $21,695 and $24,272, respectively, per semester. These tuition rates represent a 3.5% increase over the prior academic year.

·

Effective for semesters beginning in September 2017, tuition rates for the beginning basic sciences and Internal Medicine Foundations/final clinical portion of the programs at RUSM are $22,345 and $24,660, respectively, per semester. These tuition rates represent a 4.8% increase over the prior academic year.

·

Effective for semesters beginning in September 2017, tuition rates for the basic sciences and final clinical portion of the programs at RUSVM are $18,310 and $22,985, respectively, per semester. These tuition rates are unchanged from the prior academic year.

The respective tuition rates for AUC, RUSM and RUSVM do not include the cost of transportation, living expenses or health insurance.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

Financial Aid, page 53

2.

In order to provide context for investors, please:

·

Consider providing a brief overview of the Department of Education's gainful employment regulations, including a description of the framework and the methodology for calculating each of the three measures of accountability.

·

Identify your programs that fall into the failing category and the zone category. Disclose the percentage of your students currently enrolled in each program and the total revenues derived from the respective programs.

·

Expand your discussion of the adjustments or initiatives you plan to implement in efforts to bring these programs into the "pass" category. Specify the measures you plan to take and, if material, disclose the anticipated cost to modify these programs. We note that you expect "certain" programs will be able to avoid falling into the zone or failing categories in the future through adjustments to program price or duration.

3

Adtalem’s Response

Prior to our most recent Form 10-K for the Fiscal Year Ended June 30, 2017, we provided additional disclosure regarding gainful employment regulations and its potential impact.  Since most actions had been taken to address the potential impact of gainful employment and the U.S. Department of Education had announced a rulemaking process to replace the regulation, we removed this added background from our most recently filed Form 10-K and Form 10-Q.  We will reinstate an updated version of this disclosure in future filings, and provide further detail and updates on a program level. Below is an example of our future disclosures that also sets forth programs that will be or have ended in response to gainful employment considerations.  With the exception of the potential impact that the current gainful employment regulations may have on Ross University School of Veterinary Medicine (“RUSVM”), actions taken to address the potential impact of gainful employment regulations have been substantially completed. We intend to include this language in the MD&A, Liquidity and Capital Resources disclosures in future filings.

U.S. Department of Education (“ED”) regulations known as its “gainful employment” regulations (“GE”), which became effective July 1, 2015 define which private-sector programs prepare students for gainful employment in a recognized profession and are therefore eligible for Title IV funding.  ED has since announced a negotiated rulemaking process on June 16, 2017 to substantially revise the GE regulations and held rulemaking sessions in December 2017 and March 2018.  Although we cannot predict the timing and effective date of any future final regulations, ED has indicated an intention to publish a final rule in replacement of the current GE regulations by November 1, 2018, with an effective date of July 1, 2019.

Current GE regulations have three components:

Certification: Institutions must certify that each of their GE programs meet applicable state licensure and accreditation requirements and satisfy applicable educational prerequisites for professional licensure and certification.

Accountability Measures: To maintain Title IV eligibility, GE programs must meet minimum standards for limiting the debt burden versus the earnings of their graduates. GE programs will be considered passing, in the zone, or failing for each year in which the accountability measures are calculated, described as follows:

Pass: Programs whose graduates have an assumed annual loan repayment burden of 8% or less of total earnings or 20% or less of discretionary income.

Zone: Programs that are not passing and whose graduates have an assumed annual loan repayment burden greater than 8% and less than or equal to 12% of total earnings or greater than 20% and less than or equal to 30% of discretionary income.

Fail: Programs whose graduates have an assumed annual loan repayment burden greater than 12% of total earnings and greater than 30% of discretionary income.

Programs that fail in two out of any three consecutive years or do not pass in any four consecutive years will be disqualified from participation in the Title IV programs for a period of three years, and an institution is prohibited from establishing Title IV eligibility for any substantially similar program during that period.

4

Transparency: Institutions are required to make annual public disclosures regarding the performance and outcomes of their GE programs. The disclosures include information regarding program costs, median debt of all graduates and completion and placement rates and may include additional disclosure items in future periods.

The accountability measures typically weigh a calculated debt burden from graduates who completed their studies three and four years prior to the measuring academic year against the mean or median earnings of these graduates during the most recent calendar year prior to the conclusion of the measuring academic year.  Thus, for the 2014-2015 academic year (the first measurement year under these regulations), the cohort includes graduates from the 2010-2011 and 2011-2012 academic years and earnings for these graduates from calendar year 2014. ED obtained its graduate earnings data from the Social Security Administration.  Debt burdens for students enrolled in programs that require an internship or residency prior to licensure, such as the medical doctor degrees offered by AUC and RUSM, are calculated from cohorts who completed their studies six and seven years prior to the measuring academic year.

Final accountability measures for the 2014-2015 academic year were released to institutions on January 8, 2017.  The table below provides a summary of the percentage of total student enrollment at Adtalem Title IV-participating reporting segments and the DeVry University discontinued operations by GE program classification for each of our Title IV-participating reporting segments and discontinued operations, based on student enrollment as of December 31, 2017.  Adtalem provided required warnings in February 2017, to enrolled and prospective students with respect to GE programs considered under the regulations to be in jeopardy of losing Title IV eligibility.

Reporting Segment

Passing

Programs

Zone

Programs

Failing

Programs

Programs

without a

Status (1)

Medical and Healthcare

 94%

 4%

 0%

2%

U.S. Traditional Postsecondary

 78%

 14%

0%

8%

Discontinued Operations

 61%

14%

 3%

 22%

(1)

 Programs without a Status include those without enough graduates to calculate a debt to earnings measure, or programs launched after the 2014-15 measurement year.

The table below provides a summary of Title IV revenue (in thousands) by GE program classification at Adtalem Title IV participating reporting segments and the DeVry University discontinued operations from programs impacted by GE based on the 2014-2015 academic year accountability measures.

Zone Programs

Failing Programs

Reporting Segment

Fiscal Year

2017

Six Months Ended 12/31/17

Fiscal Year

2017

Six Months Ended 12/31/17

Medical and Healthcare

$

75,000

$

37,000

$

-

$

-

U.S. Traditional Postsecondary

$

16,000

$

6,000

$

-

$

-

Discontinued Operations

$

84,000

$

33,000

$

19,000

$

4,000

Information regarding each of the programs affected by GE based on the 2014-2015 academic year measures, including the percentage of students enrolled in Adtalem Title IV-participating programs and a summary of adjustments and initiatives taken for such program is set forth below:

5

Institution

Program

GE Status

Actions Implemented

Medical and Healthcare Segment

Ross University School of Veterinary Medicine

Doctor of Veterinary Medicine

Zone

Debt repayment under consideration

U.S. Traditional Postsecondary

Carrington College-California

Medical Administrative Assistant, Certificate

Zone

Tuition reduction effective October 2017

Carrington College-California

Medical Administrative Assistant, Associate

Fail

New student enrollment ceased; teach out completed in June 2017

Carrington College-California

Medical Assisting, Associate

Zone

Tuition reduction effective October 2017

Carrington College-California

Pharmacy Technology, Associate

Zone

Tuition reduction effective October 2017

Carrington College-California

Veterinary Technology, Associate

Zone

Developing new program

Carrington College-California

Criminal Justice, Associate

Zone

Tuition reduction effective October 2017

Carrington College-Phoenix

Message Therapy, Certificate

Zone

Tuition reduction effective October 2017

Carrington College-Boise

Message Therapy, Certificate

Zone

Tuition reduction effective October 2017

Carrington College-Boise

Dental Assisting, Associate

Fail

New student enrollment ceased; teach out completed in February 2017

Carrington College-Boise

Medical Assisting, Associate

Fail

New student enrollment ceased; teach out completed in June 2017

Discontinued Operations

DeVry University

Associate Electronics & Computer Technology

Zone

Tuition reduction effective July 1