UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

DATE OF REPORT (Date of earliest event reported): September 68, 2016

ITT EDUCATIONAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-13144	36-2061311
(State or other	(Commission	(IRS Employer
jurisdiction of	File Number)	Identification No.)
incorporation)

13000 North Meridian Street

Carmel, Indiana 46032-1404

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (317) 706-9200

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

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

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

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

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

Item 12.0204 ~~Termination~~Triggering ofEvents that Accelerate or Increase a ~~Material~~Direct ~~Definitive~~Financial ~~Agreement~~Obligation or an Obligation under an Off-Balance Sheet Arrangement.

AsOn ~~previously~~September ~~reported on a Form~~ 8-K, ~~filed~~2016, by ITT Educational Services, Inc. (the “Company”) onreceived ~~August~~a ~~17,~~letter ~~2016,~~(the on“Letter”) ~~August~~from ~~11, 2016,~~ the Company’s ~~entered~~senior ~~into~~secured alender ~~Standard~~referencing ~~Offer,~~that ~~Agreement~~certain ~~and~~Financing ~~Escrow~~Agreement, ~~Instructions~~dated ~~for~~as ~~Purchase~~ of ~~Real~~December ~~Estate~~4, 2014 (~~the~~as ~~“Purchase Agreement”) with New River Development~~amended, ~~LLC (~~the “~~Buyer~~Financing Agreement”), ~~pursuant~~by toand ~~which,~~among ~~subject to~~ the ~~satisfaction or waiver of certain contingencies~~Company, the ~~Company~~subsidiary ~~would~~guarantors ~~sell~~party tothereto, the ~~Buyer~~collateral ~~certain~~agent ~~real~~and ~~property,~~administrative ~~consisting of a building totaling approximately 41~~agent,~~700~~ ~~square feet~~ and the ~~related~~lenders ~~property~~party ~~located~~thereto. The atLetter ~~670~~stated ~~Carnegie~~that ~~Drive,~~as ~~San~~of ~~Bernardino, California (~~the ~~“Property”)~~date thereof, ~~and the Company would lease back the Property for~~ an ~~initial~~Event ~~term~~ of 10Default ~~years. The~~(as ~~Buyer~~defined ~~has~~in ~~since cancelled~~ the ~~Purchase~~Financing Agreement”) ~~pursuant~~has tooccurred ~~the financing contingency~~ and ~~the~~is ~~due~~continuing ~~diligence~~under ~~contingency~~Section ~~contained~~9.01(s) inof the ~~Purchase~~Financing Agreement~~. The~~ ~~cancellation~~as ~~was~~a ~~effective~~result onof ~~September~~the ~~12,~~Department ~~2016. Pursuant~~of toEducation’s ~~the~~(“ED”) ~~Purchase Agreement~~requirement, ~~the~~as ~~Buyer~~set ~~had~~forth ~~deposited $180,000~~ in ~~escrow. The~~its ~~Company~~August ~~expects~~25, ~~that~~2016 ~~the~~letter ~~parties will agree shortly~~ to the ~~cancellation of escrow~~Company, ~~and~~to itincrease isthe ~~anticipated~~size ~~that $179,900~~ of the ~~deposit~~Company’s ~~will~~surety ~~be released~~ to the ~~Buyer~~ED ~~and~~by approximately $~~100~~152.9 ~~of the deposit will be released to the Company~~million.

~~Item~~The 2Letter further stated that, as a result of the occurrence and continuation of the Event of Default, effective immediately, the Company’s senior secured lender (a) accelerates the Term Loan (as defined in the Financing Agreement) and requires that the Company immediately repay the entire outstanding amount of the Term Loan of approximately $34.055 ~~Costs~~million, ~~Associated~~together with ~~Exit~~all fees, costs and expenses and all other obligations payable under the Financing Agreement and the other related documents and (b) declares that all such amounts are immediately due and payable without presentment, demand, protest or ~~Disposal~~further ~~Activities~~notice of any kind. In addition, until the amounts are paid in full, all loans and all fees, indemnities and other obligations of the Company under the Financing Agreement shall bear interest at the Post-Default Rate (as defined in the Financing Agreement).

On September 68, 2016, the Company’s ~~announced~~senior ~~that~~secured itlender, ~~will~~in ~~permanently~~accordance ~~discontinue~~with ~~academic operations at all of~~ its ~~ITT~~rights ~~Technical~~under ~~Institutes. The~~certain ~~Company~~Deposit ~~stated~~Account ~~that~~Control ~~the~~Agreements ~~actions~~and ofBlocked ~~and~~Account ~~sanctions~~Control ~~from~~Agreements ~~the~~executed ~~U.S.~~as ~~Department~~part of ~~Education~~the ~~(which~~Financing ~~have~~Agreement, ~~been~~provided ~~described~~notice into ~~previous filings by~~ the Company’s ~~with~~financial ~~the~~institutions ~~U.S.~~that ~~Securities~~the ~~and~~lender ~~Exchange~~was ~~Commission~~exercising ~~and~~its ~~are~~control ~~incorporated~~over ~~by reference herein) have forced~~ the Company’s tobank ~~cease~~accounts ~~operations~~and ofinstructed the ~~ITT~~financial ~~Technical~~institutions ~~Institutes~~to ~~and~~transfer itall ~~will~~of ~~not~~the ~~be offering its September quarter. The~~ Company’s ~~also~~cash ~~announced~~balances ~~that~~to ~~effective~~accounts oncontrolled ~~September~~by ~~6, 2016, it had eliminated~~ the ~~positions of the overwhelming majority of its more than 8,000 employees~~lender.

AtThe ~~this~~cumulative ~~time,~~effects ~~the Company is exploring various alternatives related to its future course~~ of ~~action~~the ~~with~~events ~~respect~~over ~~to these matters, and therefore cannot state with certainty~~ the ~~particular~~last ~~course~~several ofweeks ~~action~~have orled ~~its expected completion date. Further, at this time,~~ the Company ~~is not able~~ to ~~estimate~~plan ~~the total amount or range of amounts expected~~ to becease ~~incurred~~all inoperations ~~connection~~as ~~with this action or any~~ of ~~the~~September ~~major types of cost associated with the action~~16, ~~and is not able to estimate the amount or range of amounts of the charge that will result in future cash expenditures~~2016.

Item 28.~~06.~~01 Other ~~Material Impairments~~Events.

~~The~~On ~~information~~September ~~set~~12, ~~forth~~2016, inthe ~~Item~~Company ~~2.05~~and ofSouthern ~~this~~New ~~Form~~Hampshire ~~8-K~~University is(“SNHU”) ~~incorporated~~entered ~~herein~~into bya ~~reference. The~~Teach-Out ~~Company~~and ~~anticipates~~Program ~~that~~Articulation anAgreement ~~impairment~~(the ~~charge~~“DWC ~~will~~Agreement”) beto ~~required~~help inDaniel ~~connection~~Webster ~~with~~College ~~those~~students ~~matters,~~continue ~~but~~their ~~has~~degree ~~not~~programs. As ~~reached~~part aof ~~conclusion on~~ the ~~impaired assets. Further~~agreement, atSNHU ~~this~~will ~~time,~~provide the ~~Company~~faculty, isfacilities ~~not~~and ~~able~~student support necessary to ~~estimate~~deliver ~~the~~all ~~amount~~Daniel orWebster ~~range~~College ofacademic ~~amounts~~programs ofthrough the ~~impairment~~2016-2017 ~~charge~~academic oryear. The DWC Agreement has been approved by the ~~amount~~New orEngland ~~range~~Association of ~~amounts~~Schools ofand Colleges and the ~~impairment~~New ~~charge~~Hampshire ~~that~~Commission of Higher Education, and will ~~result~~be inreviewed ~~future~~by ~~cash~~the ~~expenditures~~U.S. Department of Education.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 6, 2016, the Company received a letter from NYSE Regulation (the “NYSE Letter”) that states that the staff of NYSE Regulation has determined to commence proceedings to delist the common stock of the Company (ticker symbol: ESI) from the New York Stock Exchange (“NYSE”). The Company’s common stock was suspended immediately from trading on the NYSE on September 6, 2016.

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The NYSE Letter states that NYSE Regulation reached its decision that the Company is no longer suitable for listing pursuant to the NYSE Listed Company Manual Section 802.01D. The NYSE made a public announcement of that decision on September 6, 2016 via a press release. The NYSE Letter states that application to the Securities and Exchange Commission to delist the Company’s common stock is pending, subject to the completion of applicable procedures, including any appeal by the Company of NYSE Regulation’s decision. At this time, the Company does not intend to appeal the NYSE Regulation’s decision.

Except for the historical information contained herein, the matters discussed herein are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements are made based on the current expectations and beliefs of the company’s management concerning future developments and their potential effect on the company. The company cannot assure you that future developments affecting the company will be those anticipated by its management. These forward-looking statements involve a number of risks and uncertainties, including those discussed from time to time in the company’s filings with the Securities and Exchange Commission. The company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future developments or otherwise.

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SIGNATURE

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

Date: September 1214, 2016

ITT Educational Services, Inc.


By:	/s/ Rocco F. Tarasi, III
Name:	Rocco F. Tarasi, III
Title:	Executive Vice President, Chief
	Financial Officer

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