Pension Trust Fund For Operating Engineers v. DeVry Education Group, Inc. et al

Northern District of Illinois, ilnd-1:2016-cv-05198

Exhibit L

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Case: 1:16-cv-05198 Document #: 93-12 Filed: 03/30/18 Page 1 of 17 PageID #:1727 EXHIBIT L Case: 1:16-cv-05198 Document #: 93-12 Filed: 03/30/18 Page 2 of 17 PageID #:1728 UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Washington, D.C. 20549 ______________ FORM 8-K FORM 8-K ______________ CURRENT REPORT CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report Date of Report (Date of earliest event reported) (Date of earliest event reported) October 25, 2011 October 25, 2011 ______________ DEVRY INC. DEVRY INC. (Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter) ______________ Delaware 1-13988 36-3150143 (State of incorporation) (State of incorporation) (Commission File Number) (Commission File Number) (IRS Employer Identification No.) (IRS Employer Identification No.) 3005 Highland Parkway 3005 Highland Parkway Downers Grove, Illinois Downers Grove, Illinois 60515 (Address of principal executive offices) (Address of principal executive offices) (Zip Code) (Zip Code) (630) 515-7700 (630) 515-7700 (Registrant's telephone number, including area code) (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) (Former name or former address, if changed since last report) ______________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the 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): following provisions (see General Instruction A.2. below): ❑ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 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) 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 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)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Case: 1:16-cv-05198 Document #: 93-12 Filed: 03/30/18 Page 3 of 17 PageID #:1729 Item 2.02 Item 2.02 Results of Operations and Financial Condition Results of Operations and Financial Condition On October 25, 2011, DeVry Inc. issued a press release announcing its fiscal 2012 first quarter operating results and September 2011 On October 25, 2011, DeVry Inc. issued a press release announcing its fiscal 2012 first quarter operating results and September 2011 enrollment results at DeVry Medical International, DeVry Brasil, and graduate coursetakers at DeVry University/Keller Graduate School of enrollment results at DeVry Medical International, DeVry Brasil, and graduate coursetakers at DeVry University/Keller Graduate School of Management. The full text of that press release is included in Exhibit 99.1 in this Form 8-K. Management. The full text of that press release is included in Exhibit 99.1 in this Form 8-K. Forward Looking Statements Forward Looking Statements Certain statements contained in this Form 8-K and related press release, including those that affect DeVry's expectations or plans, may Certain statements contained in this Form 8-K and related press release, including those that affect DeVry's expectations or plans, may constitute forward-looking statements subject to the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. These forward- constitute forward-looking statements subject to the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. These forward- looking statements generally can be identified by phrases such as DeVry Inc. or its management "anticipates," "believes," "estimates," "expects," looking statements generally can be identified by phrases such as DeVry Inc. or its management "anticipates," "believes," "estimates," "expects," "forecasts," "foresees," "intends," "plans" or other words or phrases of similar import. "forecasts," "foresees," "intends," "plans" or other words or phrases of similar import. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause DeVry's actual Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause DeVry's actual results to differ materially from those projected or implied by these forward-looking statements. Additional information regarding factors that could results to differ materially from those projected or implied by these forward-looking statements. Additional information regarding factors that could cause results to differ can be found in DeVry's Annual Report on Form 10-K for the fiscal year ended June 30, 2011. cause results to differ can be found in DeVry's Annual Report on Form 10-K for the fiscal year ended June 30, 2011. These forward-looking statements are based on information as of October 25, 2011, and DeVry assumes no obligation to publicly update These forward-looking statements are based on information as of October 25, 2011, and DeVry assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. will not be realized. Item 9.01 Item 9.01 Financial Statements and Exhibits Financial Statements and Exhibits 99.1 Press Release dated October 25, 2011 Press Release dated October 25, 2011 Case: 1:16-cv-05198 Document #: 93-12 Filed: 03/30/18 Page 4 of 17 PageID #:1730 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by 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. the undersigned hereunto duly authorized. DEVRY INC. DEVRYINC. (Registrant) Date: October 25, 2011 October 25, 2011 By: /s/ Richard M. Gunst /s/ Richard M. Gunst Richard M. Gunst Richard M. Gunst Senior Vice President, Chief Financial Officer Senior Vice President, Chief Financial Officer and Treasurer and Treasurer Case: 1:16-cv-05198 Document #: 93-12 Filed: 03/30/18 Page 5 of 17 PageID #:1731 EXHIBIT INDEX EXHIBIT INDEX Exhibit Number Exhibit Number Description 99.1 Press Release dated October 25, 2011 Press Release dated October 25, 2011 Case: 1:16-cv-05198 Document #: 93-12 Filed: 03/30/18 Page 6 of 17 PageID #:1732 Exhibit Exhibit 99.1 99.1 DeVry Inc. Announces First-Quarter 2012 Results DeVry Inc. Announces First-Quarter 2012 Results DOWNERS GROVE, Ill.--(BUSINESS WIRE)--October 25, 2011--DeVry Inc. (NYSE:DV), a global provider of educational services, today reported financial results for its DOWNERS GROVE, Ill.--(BUSINESS WIRE)--October 25, 2011--DeVry Inc. (NYSE:DV), a global provider of educational services, today reported financial results for its fiscal 2012 first-quarter ended Sept. 30, 2011. DeVry also reported enrollment results at DeVry Medical International, DeVry Brasil, and graduate coursetakers at DeVry fiscal 2012 first-quarter ended Sept. 30, 2011. DeVry also reported enrollment results at DeVry Medical International, DeVry Brasil, and graduate coursetakers at DeVry University/Keller Graduate School of Management. DeVry continues its unwavering focus on academic quality, successful student outcomes, and execution of its growth University/Keller Graduate School of Management. DeVry continues its unwavering focus on academic quality, successful student outcomes, and execution of its growth and diversification strategy. and diversification strategy. Significant Accomplishments this quarter include: Significant Accomplishments this quarter include: • Acquisition and ongoing integration of AUC Acquisition and ongoing integration of AUC • State approval of two new Chamberlain College of Nursing locations and approval from the Illinois Board of Higher Education for a doctorate of nursing State approval of two new Chamberlain College of Nursing locations and approval from the Illinois Board of Higher Education for a doctorate of nursing practitioner program practitioner program • Appointment of Dr. Andrew Jeon as president of DeVry Medical International Appointment of Dr. Andrew Jeon as president of DeVry Medical International Three Months Ended Sept. 30, 2011: Three Months Ended Sept. 30, 2011: • Revenues decreased 0.5 percent to $519 million. Revenues decreased 0.5 percent to $519 million. • Net Net income decreased 21.9 percent to $57 million. income decreased 21.9 percent to $57 million. • Diluted earnings per share decreased 19.4 percent to $0.83. Diluted earnings per share decreased 19.4 percent to $0.83. "DeVry University undergraduate and Carrington Colleges Group continue to face the same headwinds as many other institutions across our country's educational system. "DeVry University undergraduate and Carrington Colleges Group continue to face the same headwinds as many other institutions across our country's educational system. Poor economic conditions and persistent unemployment continued to impact results, coupled with adjustments associated with new regulations," said Daniel Hamburger, Poor economic conditions and persistent unemployment continued to impact results, coupled with adjustments associated with new regulations," said Daniel Hamburger, DeVry's president and chief executive officer. "We continue to experience enrollment growth at DeVry University graduate, Chamberlain, Ross, AUC, DeVry Brasil, and DeVry's president and chief executive officer. "We continue to experience enrollment growth at DeVry University graduate, Chamberlain, Ross, AUC, DeVry Brasil, and Advanced Academics. This diversification helped to mitigate the declines, and resulted in total enrollment of about 123,000 students across all DeVry institutions, a Advanced Academics. This diversification helped to mitigate the declines, and resulted in total enrollment of about 123,000 students across all DeVry institutions, a decrease of less than one percent. Going forward, we will continue to invest in academic quality, execute on our diversification strategy, and control costs across our decrease of less than one percent. Going forward, we will continue to invest in academic quality, execute on our diversification strategy, and control costs across our organization." organization." Case: 1:16-cv-05198 Document #: 93-12 Filed: 03/30/18 Page 7 of 17 PageID #:1733 Organizational Highlights Organizational Highlights Business, Technology and Management Segment Business, Technology and Management Segment DeVry University DeVry University For the September 2011 session, total graduate coursetakers at DeVry University, including its Keller Graduate School of Management, increased 2.3 percent to 23,937 For the September 2011 session, total graduate coursetakers at DeVry University, including its Keller Graduate School of Management, increased 2.3 percent to 23,937 versus 23,389 for the same period in 2010. versus 23,389 for the same period in 2010. Despite the continued tough job market, 87.3 percent of DeVry University's June 2010, October 2010 and February 2011 graduates in the active job market were Despite the continued tough job market, 87.3 percent of DeVry University's June 2010, October 2010 and February 2011 graduates in the active job market were employed in their fields of study within six months of graduation at an average salary of $42,645. These statistics include graduates of associate and bachelor's degree employed in their fields of study within six months of graduation at an average salary of $42,645. These statistics include graduates of associate and bachelor's degree programs and those who were already employed in their field of study. programs and those who were already employed in their field of study. DeVry University continues to mitigate the effects of this challenging environment by prudently controlling costs, while strategically investing in new programs and DeVry University continues to mitigate the effects of this challenging environment by prudently controlling costs, while strategically investing in new programs and locations, services to better serve students, and employee training to improve the collegiate experience for our students. We will also continue to provide advisors with locations, services to better serve students, and employee training to improve the collegiate experience for our students. We will also continue to provide advisors with additional training to improve the enrollment experience for prospective students. additional training to improve the enrollment experience for prospective students. Medical and Healthcare Segment Medical and Healthcare Segment DeVry Medical International DeVry Medical International Andrew Jeon, M.D., MBA, was appointed president of DeVry Medical International, which includes Ross University School of Medicine, Ross University School of Andrew Jeon, M.D., MBA, was appointed president of DeVry Medical International, which includes Ross University School of Medicine, Ross University School of Veterinary Medicine and the American University of the Caribbean School of Medicine. Veterinary Medicine and the American University of the Caribbean School of Medicine. In the 2011 September term for DeVry Medical International, new students increased 22.9 percent to 853, compared to 694 students on a pro forma basis for prior year In the 2011 September term for DeVry Medical International, new students increased 22.9 percent to 853, compared to 694 students on a pro forma basis for prior year term. Total students increased 6.3 percent to 6,082 compared to 5,723 students in the same term last year. term. Total students increased 6.3 percent to 6,082 compared to 5,723 students in the same term last year. Case: 1:16-cv-05198 Document #: 93-12 Filed: 03/30/18 Page 8 of 17 PageID #:1734 DeVry continues to integrate AUC into its family of institutions under the leadership of its dean, Dr. Bruce Kaplan. AUC's new student enrollment for the September DeVry continues to integrate AUC into its family of institutions under the leadership of its dean, Dr. Bruce Kaplan. AUC's new student enrollment for the September 2011 term was 192 students versus 204 in the prior year period. AUC's total student enrollment for the September term was 1,226 students in 2011 and 1,156 students in 2011 term was 192 students versus 204 in the prior year period. AUC's total student enrollment for the September term was 1,226 students in 2011 and 1,156 students in 2010. Chamberlain College of Nursing Chamberlain College of Nursing the quarter, Chamberlain received state Board of Nursing approvals to open locations in Indianapolis and Atlanta in spring 2012, pending Higher Learning During the quarter, Chamberlain received state Board of Nursing approvals to open locations in Indianapolis and Atlanta in spring 2012, pending Higher Learning During Commission (HLC) approval. We also continue to focus on expanding our programs and received approval from the Illinois Board of Higher Education for a doctorate in Commission (BLC) approval. We also continue to focus on expanding our programs and received approval from the Illinois Board of Higher Education for a doctorate in nursing practitioner (DNP) program, pending HLC approval. nursing practitioner (DNP) program, pending 1-11,C approval. Carrington Colleges Group Carrington Colleges Group Carrington remains focused on executing its turnaround plan, which includes optimizing our marketing approach to emphasize the development of internally-generated Carrington remains focused on executing its turnaround plan, which includes optimizing our marketing approach to emphasize the development of internally-generated inquiries. In addition, Carrington is employing new and more efficient student outreach efforts through our recently opened student contact center, and through inquiries. In addition, Carrington is employing new and more efficient student outreach efforts through our recently opened student contact center, and through implementation of new training to help advisors further engage with prospective students. We are also carefully reducing costs where possible while maintaining academic implementation of new training to help advisors further engage with prospective students. We are also carefully reducing costs where possible while maintaining academic quality. International, K-12, and Professional Education Segment International, K-12, and Professional Education Segment Becker Professional Education Becker Professional Education Becker continues to focus on expanding its international platform. During the quarter, we continued to integrate ATC International, and signed an agreement with GE Becker continues to focus on expanding its international platform. During the quarter, we continued to integrate ATC International, and signed an agreement with GE China to provide our CPA Exam Review course to General Electric employees in the People's Republic of China. China to provide our CPA Exam Review course to General Electric employees in the People's Republic of China. Case: 1:16-cv-05198 Document #: 93-12 Filed: 03/30/18 Page 9 of 17 PageID #:1735 DeVry Brasil DeVry Brasil For the September 2011 term, new students increased 29.2 percent to 3,033, compared to 2,347 students last year. Total students increased 17.8 percent to 14,099 For the September 2011 term, new students increased 29.2 percent to 3,033, compared to 2,347 students last year. Total students increased 17.8 percent to 14,099 compared to 11,972 students in the same term last year. DeVry Brasil continues to expand our curriculum and invest in student services, new programs, and new campus compared to 11,972 students in the same term last year. DeVry Brasil continues to expand our curriculum and invest in student services, new programs, and new campus locations. Balance Sheet/Cash Flow Balance Sheet/Cash Flow For the first quarter, DeVry generated $186.6 million of operating cash flow, with our operating performance augmented by strong working capital management. As of For the first quarter, DeVry generated $186.6 million of operating cash flow, with our operating performance augmented by strong working capital management. As of Sept. 30, 2011, cash, marketable securities and investment balances totaled $325.3 million and there were no outstanding borrowings. Sept. 30, 2011, cash, marketable securities and investment balances totaled $325.3 million and there were no outstanding borrowings. Share Repurchase Plan Share Repurchase Plan During the quarter, DeVry repurchased 1,007,207 shares of our common stock under our sixth repurchase program at a cost of approximately $44.5 million, or $44.13 During the quarter, DeVry repurchased 1,007,207 shares of our common stock under our sixth repurchase program at a cost of approximately $44.5 million, or $44.13 per share. per share. Conclusion "We are confident that what we are seeing now is a near-term discontinuity in the long-term growth trend. Our confidence is bolstered by the fundamental need for "We are confident that what we are seeing now is a near-term discontinuity in the long-term growth trend. Our confidence is bolstered by the fundamental need for career-focused education both in the United States and in emerging markets, and by the strong value proposition we offer our students," added Hamburger. career-focused education both in the United States and in emerging markets, and by the strong value proposition we offer our students," added Hamburger. Case: 1:16-cv-05198 Document #: 93-12 Filed: 03/30/18 Page 10 of 17 PageID #:1736 Conference Call and Webcast Information Conference Call and Webcast Information DeVry will host a conference call on Oct. 25, 2011, at 3:30 p.m. Central Daylight Time (4:30 p.m. Eastern Daylight Time) to discuss its fiscal 2012 first-quarter results. DeVry will host a conference call on Oct. 25, 2011, at 3:30 p.m. Central Daylight Time (4:30 p.m. Eastern Daylight Time) to discuss its fiscal 2012 rust-quarter results. The conference call will be led by Daniel Hamburger, president and chief executive officer, Rick Gunst, senior vice president and chief financial officer, and Pat Unzicker, The conference call will be led by Daniel Hamburger, president and chief executive officer, Rick Gunst, senior vice president and chief financial officer, and Pat Unzicker, vice president and controller. vice president and controller. For those wishing to participate by telephone, dial (866) 356-3095 (domestic) or (617) 597-5391 (international). Use passcode 22689864 or say "DeVry Call." DeVry For those wishing to participate by telephone, dial (866) 356-3095 (domestic) or (617) 597-5391 (international). Use passcode 22689864 or say "DeVry Call." DeVry will also broadcast the conference call live via the Internet. Interested parties may access the webcast through the Investor Relations section of the company's web site, will also broadcast the conference call live via the Internet. Interested parties may access the webcast through the Investor Relations section of the company's web site, or http://www.media-server.com/m/p/gq6yq2m9. (Because of its length, this URL may need to be copied and pasted into your Internet browser's address field. Remove the or http://www.media-server.com/m/p/gq6yq2m9. (Because of its length, this URL may need to be copied and pasted into your Internet browser's address field. Remove the extra space if one exists.) Please access the web site at least 15 minutes prior to the start of the call to register, download and install any necessary audio software. extra space if one exists.) Please access the web site at least 15 minutes prior to the start of the call to register, download and install any necessary audio software. DeVry will archive a telephone replay of the call until Nov. 15, 2011. To access the replay, dial (888) 286-8010 (domestic) or (617) 801-6888 (international), passcode: DeVry will archive a telephone replay of the call until Nov. 15, 2011. To access the replay, dial (888) 286-8010 (domestic) or (617) 801-6888 (international), passcode: 58921272. To access the webcast replay, please visit DeVry's web site. 58921272. To access the webcast replay, please visit DeVry's web site. About DeVry Inc. About DeVry Inc. DeVry's purpose is to empower its students to achieve their educational and career goals. DeVry (NYSE: DV, member S&P 500 Index) is a global provider of educational DeVry's purpose is to empower its students to achieve their educational and career goals. DeVry (NYSE: DV, member S&P 500 Index) is a global provider of educational services and the parent organization of Advanced Academics, American University of the Caribbean School of Medicine, Becker Professional Education, Carrington services and the parent organization of Advanced Academics, American University of the Caribbean School of Medicine, Becker Professional Education, Carrington College, Carrington College California, Chamberlain College of Nursing, DeVry Brasil, DeVry University, and Ross University Schools of Medicine and Veterinary College, Carrington College California, Chamberlain College of Nursing, DeVry Brasil, DeVry University, and Ross University Schools of Medicine and Veterinary Medicine. These institutions offer a wide array of programs in business, healthcare and technology. DeVry's institutions serve students in secondary through Medicine. These institutions offer a wide array of programs in business, healthcare and technology. DeVry's institutions serve students in secondary through postsecondary education and professionals in accounting and finance. For more information, please call 630.353.3800 or visit http://www.devryinc.com. postsecondary education and professionals in accounting and finance. For more information, please call 630.353.3800 or visit http://www.devryinc.com. Certain statements contained in this release concerning DeVry's future performance, including those statements concerning DeVry's expectations or plans, may constitute Certain statements contained in this release concerning DeVry'sfuture performance, including those statements concerning DeVry's expectations or plans, may constitute forward-looking statements subject to the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can forward-looking statements subject to the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. Theseforward-looking statements generally can be identified by phrases such as DeVry Inc. or its management "believes," "expects," "anticipates," "foresees," "forecasts," "estimates" or other words or phrases of similar be identified by phrases such as DeVry Inc. or its management "believes," "expects," "anticipates," 'Yoresees," 'Yorecasts," "estimates" or other words or phrases ofsimilar import. Actual results may differ materially from those projected or implied by these forward-looking statements. Potential risks, uncertainties and other factors that could import. Actual results may differ materiallyfrom those projected or implied by theseforward-looking statements. Potential risks, uncertainties and otherfactors that could results to differ are described morefully in Item 1A, "Risk Factors," in DeVty's most recent Annual Report on Form 10-Kfor the year ending June 30, 2011 and filed cause results to differ are described more fully in Item 1A, "Risk Factors," in DeVry's most recent Annual Report on Form 10-K for the year ending June 30, 2011 and filed cause with the Securities and Exchange Commission on August 26, 2011. with the Securities and Exchange Commission on August 26, 2011. Case: 1:16-cv-05198 Document #: 93-12 Filed: 03/30/18 Page 11 of 17 PageID #:1737 Selected Operating Data (in thousands, except per share data) Selected Operating Data (in thousands, except per share data) First First Quarter Quarter FY 2012 FY 2012 FY 2011 FY 2011 Change Revenues $519,038 $521,428 (0.5)% Operating Income Operating Income $79,865 $111,815 (28.6)% Net Income Net Income $57,484 $73,601 (21.9)% Earnings per Share (diluted) Earnings per Share (diluted) $0.83 $1.03 (19.4)% Number of common shares (diluted) Number of common shares (diluted) 69,467 71,654 (3.1)% September 2011 Enrollment Results September 2011 Enrollment Results September 2011 September 2011 September 2010 September 2010 Change (1) Inc. Total Student Enrollment(1) DeVry Inc. Total Student Enrollment DeVry 122,763 123,818 (0.9)% University, including DeVry University, including DeVry Keller Graduate School of Management Keller Graduate School of Management Graduate coursetakers Graduate coursetakers (2)(3) (2)(3) 23,937 23,389 2.3% DeVry Medical International DeVry (4) Medical International(4) New students New students 853 694 22.9% Total students Total students 6,082 5,723 6.3% DeVry Brasil DeVry Brasil New students New students 3,033 2,347 29.2% Total students Total students 14,099 11,972 17.8% Percent Average Graduate Employment Statistics Graduate Employment Statistics Period Employed (5) Employed (5) Salary DeVry University (Undergraduate)(5) DeVry University (Undergraduate) (5) 10-Oct 10-Feb 11 Jun 10-Oct 10-Feb 11 Jun 87.3% $42,645 1. Includes total student enrollment reported on 8/11/11 for DeVry University, Carrington Colleges Group and Chamberlain College of Nursing. Excludes Becker and 1. Includes total student enrollment reported on 8/11/11 for DeVry University, Carrington Colleges Group and Chamberlain College of Nursing. Excludes Becker and Advanced Academics. Advanced Academics. 2. Includes both onsite and online students 2. Includes both onsite and online students 3. The term "coursetaker" refers to the number of courses taken by a student. Thus one student taking two courses equals two coursetakers 3. The term "coursetaker" refers to the number of courses taken by a student. Thus one student taking two courses equals two coursetakers 4. DeVry Medical International includes Ross University Schools of Medicine and Veterinary Medicine and the American University of the Caribbean School of Medicine 4. DeVry Medical International includes Ross University Schools of Medicine and Veterinary Medicine and the American University of the Caribbean School of Medicine (AUC). AUC's new student enrollment for the September 2011 and 2010 terms were 192 students and 204 students, respectively. AUC's total student enrollment for the (AUC). AUC's new student enrollment for the September 2011 and 2010 terms were 192 students and 204 students, respectively. AUC's total student enrollment for the September 2011 and 2010 terms were 1,226 students and 1,156 students, respectively. September 2011 and 2010 terms were 1,226 students and 1,156 students, respectively. 5. Three-term average; includes graduates of associate and bachelor's degree programs. Excludes graduates continuing their education, foreign graduates ineligible to work 5. Three-term average; includes graduates of associate and bachelor's degree programs. Excludes graduates continuing their education, foreign graduates ineligible to work in the United States/Canada and those unable to accept career advising because of extreme circumstances. Excludes graduates who actively pursued employment for less in the United States/Canada and those unable to accept career advising because of extreme circumstances. Excludes graduates who actively pursued employment for less than 180 days and did not become employed. than 180 days and did not become employed. Case: 1:16-cv-05198 Document #: 93-12 Filed: 03/30/18 Page 12 of 17 PageID #:1738 Chart 1: DeVry Inc. Calendar 2011-12 Announcements & Events Chart 1: DeVry Inc. Calendar 2011-12 Announcements & Events Dec. 12, 2011 Dec. 12, 2011 Enrollment Enrollment Results Results University DeVry University DeVry Chamberlain College of Nursing Chamberlain College of Nursing Carrington Colleges Group Carrington Colleges Group Jan. 26, 2012 Jan. 26, 2012 Fiscal 2012 Second Quarter Results (no enrollment) Fiscal 2012 Second Quarter Results (no enrollment) Apr. 24, 2012 Apr. 24, 2012 Fiscal 2012 Third Quarter Results and Enrollment Fiscal 2012 Third Quarter Results and Enrollment DeVry University DeVry University Chamberlain College of Nursing Chamberlain College of Nursing DeVry Medical International DeVry Medical International Carrington Colleges Group Carrington Colleges Group DeVry Brasil DeVry Brasil Aug. 16, 2012 Aug. 16, 2012 Fiscal 2012 Year-End Results and Enrollment Fiscal 2012 Year-End Results and Enrollment DeVry University DeVry University Chamberlain College of Nursing Chamberlain College of Nursing DeVry Medical International DeVry Medical International Carrington Colleges Group Carrington Colleges Group Oct. 25, 2012 Oct. 25, 2012 2013 First Quarter Results and Enrollment Fiscal 2013 First Quarter Results and Enrollment Fiscal DeVry University (graduate only) DeVry University (graduate only) DeVry Medical International DeVry Medical International DeVry Brasil DeVry Brasil Dec. 6, 2012 Dec. 6, 2012 Enrollment Results Enrollment Results DeVry University DeVry University Chamberlain College of Nursing Chamberlain College of Nursing Carrington Colleges Group Carrington Colleges Group Case: 1:16-cv-05198 Document #: 93-12 Filed: 03/30/18 Page 13 of 17 PageID #:1739 DEVRY INC. DEVRY INC. CONSOLIDATED BALANCE SHEETS CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) (Dollars in Thousands) (Unaudited) PRELIMINARY September 30, September 30, June 30, June 30, September 30, September 30, 2011 2011 2010 ASSETS Current Assets Current Assets Cash and Cash Equivalents Cash and Cash Equivalents $ 322,918 $ 447,145 $ 450,994 Marketable Securities and Investments Marketable Securities and Investments 2,337 2,575 2,330 Restricted Cash Restricted Cash 5,697 2,308 11,142 Accounts Receivable, Net Accounts Receivable, Net 151,428 114,689 161,323 Deferred Income Taxes, Net Deferred Income Taxes, Net 21,712 24,457 24,202 Prepaid Expenses and Other Prepaid Expenses and Other 41,139 33,476 30,784 Total Current Assets Total Current Assets 545,231 624,650 680,775 Land, Buildings and Equipment Land, Buildings and Equipment Land 61,378 54,404 54,097 Buildings 352,043 314,274 288,858 Equipment 426,345 402,179 347,689 Construction In Progress Construction In Progress 51,860 63,310 47,441 891,626 834,167 738,085 Accumulated Depreciation and Amortization Accumulated Depreciation and Amortization (375,841) (365,923) (339,565) Land, Buildings and Equipment, Net Land, Buildings and Equipment, Net 515,785 468,244 398,520 Other Assets Other Assets Intangible Assets, Net Intangible Assets, Net 321,250 195,462 193,898 Goodwill 589,780 523,620 516,104 Perkins Program Fund, Net Perkins Program Fund, Net 13,450 13,450 13,450 Other Assets Other Assets 26,431 25,077 20,158 Total Other Assets Total Other Assets 950,911 757,609 743,610 TOTAL ASSETS TOTAL ASSETS $ 2,011,927 $ 1,850,503 $ 1,822,905 Case: 1:16-cv-05198 Document #: 93-12 Filed: 03/30/18 Page 14 of 17 PageID #:1740 DEVRY INC. DEVRY INC. CONSOLIDATED BALANCE SHEETS CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) (Dollars in Thousands) (Unaudited) PRELIMINARY September 30, September 30, June 30, June 30, September 30, September 30, 2011 2011 2010 LIABILITIES Current Liabilities Current Liabilities Accounts Payable Accounts Payable $ 65,678 $ 63,611 $ 74,527 Accrued Salaries, Wages and Benefits Accrued Salaries, Wages and Benefits 77,925 107,829 73,565 Accrued Expenses Accrued Expenses 50,128 47,097 79,399 Advance Tuition Payments Advance Tuition Payments 18,135 22,362 19,653 Deferred Tuition Revenue Deferred Tuition Revenue 250,830 75,532 245,269 Total Current Liabilities Total Current Liabilities 462,696 316,431 492,413 Non-Current Liabilities Non-Current Liabilities Deferred Income Taxes, Net Deferred Income Taxes, Net 75,490 69,029 45,307 Deferred Rent and Other Deferred Rent and Other 67,851 68,772 55,638 Total Non-current Liabilities Total Non-current Liabilities 143,341 137,801 100,945 TOTAL LIABILITIES TOTAL LIABILITIES 606,037 454,232 593,358 NON-CONTROLLING INTEREST NON-CONTROLLING INTEREST 7,176 6,755 5,633 SHAREHOLDERS' EQUITY SHAREHOLDERS' EQUITY Common Stock, $0.01 par value, 200,000,000 Shares Authorized; Common Stock, $0.01 par value, 200,000,000 Shares Authorized; 67,758,000, 68,635,000 and 70,271,000 Shares issued 67,758,000, 68,635,000 and 70,271,000 Shares issued and outstanding at September 30, 2011, June 30, 2011 and outstanding at September 30, 2011, June 30, 2011 and September 30, 2010, respectively. and September 30, 2010, respectively. 739 738 735 Additional Paid-in Capital Additional Paid-in Capital 256,159 248,418 229,688 Retained Earnings Retained Earnings 1,424,866 1,367,972 1,128,326 Accumulated Other Comprehensive Income Accumulated Other Comprehensive Income 5,348 15,729 12,704 Treasury Stock, at Cost (6,171,000, 5,148,000 and 3,216,000 Treasury Stock, at Cost (6,171,000, 5,148,000 and 3,216,000 Shares, Respectively) Shares, Respectively) (288,398) (243,341) (147,539) TOTAL SHAREHOLDERS' EQUITY TOTAL SHAREHOLDERS' EQUITY 1,398,714 1,389,516 1,223,914 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 2,011,927 $ 1,850,503 $ 1,822,905 Case: 1:16-cv-05198 Document #: 93-12 Filed: 03/30/18 Page 15 of 17 PageID #:1741 DEVRY INC. DEVRY INC. CONSOLIDATED STATEMENTS OF INCOME CONSOLIDATED STATEMENTS OF INCOME (Dollars in Thousands Except for Per Share Amounts) (Dollars in Thousands Except for Per Share Amounts) (Unaudited) PRELIMINARY For The Quarter For The Quarter Ended September 30, Ended September 30, 2011 2010 REVENUES: Tuition $ 486,487 $ 486,339 Other Educational Other Educational 32,551 35,089 Total Revenues Total Revenues 519,038 521,428 OPERATING COSTS AND EXPENSES: OPERATING COSTS AND EXPENSES: Cost of Educational Services Cost of Educational Services 238,248 228,081 Student Services and Administrative Expense Student Services and Administrative Expense 200,925 181,532 Total Operating Costs and Expenses Total Operating Costs and Expenses 439,173 409,613 Operating Income Operating Income 79,865 111,815 INTEREST AND OTHER (EXPENSE) INCOME: INTEREST AND OTHER (EXPENSE) INCOME: Interest Income Interest Income 184 423 Interest Expense Interest Expense (522) (254) Net Interest and Other (Expense) Income Net Interest and Other (Expense) Income (338) 169 Income Before Income Taxes Income Before Income Taxes 79,527 111,984 Income Tax Provision Income Tax Provision 22,215 38,623 NET INCOME NET INCOME 57,312 73,361 Net Loss Attributable to Non-controlling Interest Net Loss Attributable to Non-controlling Interest 172 240 NET INCOME ATTRIBUTABLE TO DEVRY INC. NET INCOME ATTRIBUTABLE TO DEVRY INC. $ 57,484 $ 73,601 EARNINGS PER COMMON SHARE ATTRIBUTABLE EARNINGS PER COMMON SHARE ATTRIBUTABLE TO DEVRY INC. SHAREHOLDERS TO DEVRY INC. SHAREHOLDERS Basic $ 0.84 $ 1.04 Diluted $ 0.83 $ 1.03 Case: 1:16-cv-05198 Document #: 93-12 Filed: 03/30/18 Page 16 of 17 PageID #:1742 DEVRY INC. DEVRY INC. CONSOLIDATED STATEMENTS OF CASH FLOWS CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Dollars in Thousands) (Unaudited) PRELIMINARY For The Three Months For The Three Months Ended September 30, Ended September 30, 2011 2010 CASH FLOWS FROM OPERATING ACTIVITIES: CASH FLOWS FROM OPERATING ACTIVITIES: Net Income Net Income $ 57,312 $ 73,361 Adjustments to Reconcile Net Income to Net Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Cash Provided by Operating Activities: Stock-Based Compensation Expense Stock-Based Compensation Expense 4,899 5,250 Depreciation 17,513 13,721 Amortization 2,483 1,522 Provision for Refunds and Uncollectible Accounts Provision for Refunds and Uncollectible Accounts 21,297 26,368 Deferred Income Taxes Deferred Income Taxes 9,256 (172) (Gain) Loss on Disposals of Land, Buildings and Equipment (Gain) Loss on Disposals of Land, Buildings and Equipment (63) (63) 10 Changes in Assets and Liabilities: Changes in Assets and Liabilities: Restricted Cash Restricted Cash (3,389) (9,040) Accounts Receivable Accounts Receivable (58,627) (58,627) (68,248) Prepaid Expenses And Other Prepaid Expenses And Other (6,668) (6,668) (1,651) Accounts Payable Accounts Payable 1,145 (15,839) Accrued Salaries, Wages, Expenses and Benefits Accrued Salaries, Wages, Expenses and Benefits (25,110) (25,110) 13,367 Advance Tuition Payments Advance Tuition Payments (3,930) (3,930) (1,312) Deferred Tuition Revenue Deferred Tuition Revenue 170,518 158,642 NET CASH PROVIDED BY OPERATING ACTIVITIES NET CASH PROVIDED BY OPERATING ACTIVITIES 186,636 195,979 CASH FLOWS FROM INVESTING ACTIVITIES: CASH FLOWS FROM INVESTING ACTIVITIES: Capital Expenditures Capital Expenditures (33,820) (33,820) (23,010) Marketable Securities Purchases Marketable Securities Purchases (10) (33) Marketable Securities Sales Marketable Securities Sales - 13,495 Payment for Purchase of Business, net of Cash Acquired Payment for Purchase of Business, net of Cash Acquired (227,828) - NET CASH USED IN INVESTING ACTIVITIES NET CASH USED IN INVESTING ACTIVITIES (261,658) (261,658) (9,548) CASH FLOWS FROM FINANCING ACTIVITIES: CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from Exercise of Stock Options Proceeds from Exercise of Stock Options 2,581 429 Proceeds from Stock issued Under Employee Stock Purchase Plan Proceeds from Stock issued Under Employee Stock Purchase Plan 388 317 Repurchase of Common Stock for Treasury Repurchase of Common Stock for Treasury (44,450) (36,332) Cash Dividends Paid Cash Dividends Paid (8,285) (7,117) Excess Tax Benefit from Stock-Based Payments Excess Tax Benefit from Stock-Based Payments 313 11 NET CASH USED IN FINANCING ACTIVITIES NET CASH USED IN FINANCING ACTIVITIES (49,453) (49,453) (42,692) Effects of Exchange Rate Differences Effects of Exchange Rate Differences 248 (447) NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (124,227) (124,227) 143,292 Cash and Cash Equivalents at Beginning of Period Cash and Cash Equivalents at Beginning of Period 447,145 307,702 Cash and Cash Equivalents at End of Period Cash and Cash Equivalents at End of Period $ 322,918 $ 450,994 Case: 1:16-cv-05198 Document #: 93-12 Filed: 03/30/18 Page 17 of 17 PageID #:1743 DEVRY INC. DEVRY INC. SEGMENT INFORMATION SEGMENT INFORMATION (Dollars in Thousands) (Dollars in Thousands) (Unaudited) PRELIMINARY For The Quarter For The Quarter Ended September 30, Ended September 30, Increase 2011 2010 (Decrease) REVENUES: Business, Technology and Management Business, Technology and Management $ 337,596 $ 352,918 -4.3 % Medical and Healthcare Medical and Healthcare 147,453 136,658 7.9 % International, K-12 and Professional Education International, K-12 and Professional Education 33,989 31,852 6.7 % Total Consolidated Revenues Total Consolidated Revenues 519,038 521,428 -0.5 % OPERATING INCOME: OPERATING INCOME: Business, Technology and Management Business, Technology and Management 61,362 84,519 -27.4 % Medical and Healthcare Medical and Healthcare 23,289 28,162 -17.3 % International, K-12 and Professional Education International, K-12 and Professional Education (2,987) (2,987) (1,143) NM Reconciling Items: Reconciling Items: Amortization Expense Amortization Expense (2,318) (1,475) 57.2 % Depreciation and Other Corporate Depreciation and Other Corporate 519 1,752 -70.4 % Total Consolidated Operating Income Total Consolidated Operating Income 79,865 111,815 -28.6 % INTEREST AND OTHER (EXPENSE) INCOME: INTEREST AND OTHER (EXPENSE) INCOME: Interest Income Interest Income 184 423 -56.5 % Interest Expense Interest Expense (522) (522) (254) (254) 105.5 % Net Interest and Other (Expense) Income Net Interest and Other (Expense) Income (338) 169 NM Total Consolidated Income before Income Taxes Total Consolidated Income before Income Taxes $ 79,527 $ 111,984 -29.0 % CONTACT: DeVry Inc. DeVry Inc. Investor Contact: Investor Contact: Joan Bates, (630) 353-3800 Joan Bates, (630) 353-3800 jbates@devry.com or Or Media Contact: Media Contact: Larry Larsen, (312) 895-4717 Larry Larsen, (312) 895-4717 llarsen@sardverb.com