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

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

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Case: 1:16-cv-05198 Document #: 93-14 Filed: 03/30/18 Page 1 of 5 PageID #:1749 EXHIBIT N Case: 1:16-cv-05198 Document #: 93-14 Filed: 03/30/18 Page 2 of 5 PageID #:1750 Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Washington, D.C. 20549 Form 10-K Form 10-K (Mark One) (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ACT OF 1934 For the fiscal year ended: June 30, 2011 For the fiscal year ended: June 30, 2011 OR o ❑ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 EXCHANGE ACT OF 1934 For the transition period from to For the transition period from to Commission file number: 1-13988 Commission file number: 1-13988 DeVry Inc. DeVry Inc. (Exact name of registrant as specified in its charter) (Exact name ofregistrant as specified in its charter) DELAWARE 36-3150143 (State or other jurisdiction of (State or other jurisdiction of (I.R.S. Employer (LR.S. Employer incorporation or organization) incorporation or organization) Identification No.) Identification No.) 3005 HIGHLAND PARKWAY 3005 HIGHLAND PARKWAY 60515 DOWNERS GROVE, ILLINOIS DOWNERS GROVE, ILLINOIS (Zip Code) (Zip Code) (Address of principal executive offices) (Address ofprincipal executive offices) Registrant's telephone number; including area code: Registrant's telephone number; including area code: (630) 515-7700 (630) 515-7700 Securities registered pursuant to section 12(b) of the Act: Securities registered pursuant to section 12(b) of the Act: Title of Each Class Title of Each Class Name of Each Exchange on Which Registered: Name of Each Exchange on Which Registered: Common Stock $0.01 Par Value Common Stock $0.01 Par Value NYSE, CSE NYSE, CSE Common Stock Purchase Rights Common Stock Purchase Rights NYSE Securities registered pursuant to Section 12(g) of the Act: Securities registered pursuant to Section 12(g) of the Act: None by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes 0 No ❑ Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o 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 ❑ No 0 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 þ Indicate 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 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 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 filing requirements for the past 90 days. Yes 0 No ❑ such filing requirements for the past 90 days. Yes þ No o such Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File 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 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 period that the registrant was required to submit and post such files). Yes 0 No ❑ shorter period that the registrant was required to submit and post such files). Yes þ No o shorter Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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 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. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or amendment to this Form 10-K. 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 a smaller reporting company. See the defmitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Exchange Act. Large accelerated filer þ Large accelerated filer 0 Accelerated filer ❑ Accelerated filer o filer ❑ Non-accelerated filer o Non-accelerated Smaller reporting company ❑ Smaller reporting company o (Do (Do not check if a smaller reporting company) not check if a smaller reporting company) by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ❑ No 0 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ Indicate State the aggregate market value of the voting and non-voting common equity held by nonaffiliates computed by reference to the price at which the State the aggregate market value of the voting and non-voting common equity held by nonaffiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the Registrant's most common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the Registrant's most recently completed second fiscal quarter. Shares of common stock held directly or controlled by each director and executive officer have been recently completed second fiscal quarter. Shares of common stock held directly or controlled by each director and executive officer have been excluded. Case: 1:16-cv-05198 Document #: 93-14 Filed: 03/30/18 Page 3 of 5 PageID #:1751 December 31, 2010 — $3,279,183,510 December 31, 2010 — $3,279,183,510 Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. August 19, 2011 — 68,423,122 shares of Common Stock, $0.01 par value August 19, 2011 — 68,423,122 shares of Common Stock, $0.01 par value DOCUMENTS INCORPORATED BY REFERENCE DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the Registrant's definitive Proxy Statement for the Annual Meeting of Stockholders to be held on November 3, 2011, are Certain portions of the Registrant's definitive Proxy Statement for the Annual Meeting of Stockholders to be held on November 3, 2011, are incorporated into Part III of this Form 10-K to the extent stated herein. incorporated into Part III of this Form 10-K to the extent stated herein. Case: 1:16-cv-05198 Document #: 93-14 Filed: 03/30/18 Page 4 of 5 PageID #:1752 DeVry Inc. DeVry Inc. ANNUAL REPORT ON FORM 10-K ANNUAL REPORT ON FORM 10-K FISCAL YEAR ENDED JUNE 30, 2011 FISCAL YEAR ENDED JUNE 30, 2011 TABLE OF CONTENTS TABLE OF CONTENTS Page Page # PART I PART! Item 1 — Business Item 1 — Business 3 3 Item 1A — Risk Factors Item 1A— Risk Factors 35 35 Item 1B — Unresolved Staff Comments Item 1B — Unresolved Staff Comments 40 40 Item 2 — Properties Item 2 — Properties 40 40 Item 3 — Legal Proceedings Item 3 — Legal Proceedings 42 42 Item 4 — (Removed and Reserved) Item 4 — (Removed and Reserved) 42 42 — Supplementary Item-Executive Officers of the Registrant — Supplementary Item-Executive Officers of the Registrant 42 42 PART II PART II Item 5 — Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Item 5 — Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 44 z2 8 8 8 Z & & t Item 6 — Selected Financial Data Item 6 — Selected Financial Data 48 Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations 48 Item 7A — Quantitative and Qualitative Disclosures about Market Risk Item 7A— Quantitative and Qualitative Disclosures about Market Risk 69 Item 8 — Financial Statements and Supplementary Data Item 8 — Financial Statements and Supplementary Data 70 Item 9 — Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9 — Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 70 Item 9A — Controls and Procedures Item 9A— Controls and Procedures 70 Item 9B — Other Information Item 9B — Other Information 71 PART III PART RI Item 10 — Directors, Executive Officers and Corporate Governance Item 10 — Directors, Executive Officers and Corporate Governance 107 107 Item 11 — Executive Compensation Item 11— Executive Compensation 107 107 Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 107 107 Item 13 — Certain Relationships and Related Transactions, and Director Independence Item 13 — Certain Relationships and Related Transactions, and Director Independence 107 107 Item 14 — Principal Accountant Fees and Services Item 14 — Principal Accountant Fees and Services 107 107 PART PART IV IV Item 15 — Exhibits and Financial Statement Schedules Item 15 — Exhibits and Financial Statement Schedules 108 108 — Financial Statements — Financial Statements 108 108 — Financial Statement Schedules — Financial Statement Schedules 108 108 — Exhibits — Exhibits 108 108 SIGNATURES 111 111 EX-21 EX-23 EX-31 EX-32 EX-101 INSTANCE DOCUMENT EX-101 INSTANCE DOCUMENT EX-101 SCHEMA DOCUMENT EX-101 SCHEMA DOCUMENT EX-101 CALCULATION LINKBASE DOCUMENT EX-101 CALCULATION LINKBASE DOCUMENT EX-101 LABELS LINKBASE DOCUMENT EX-101 LABELS LINKBASE DOCUMENT EX-101 PRESENTATION LINKBASE DOCUMENT EX-101 PRESENTATION LINKBASE DOCUMENT EX-101 DEFINITION LINKBASE DOCUMENT EX-101 DEFINITION LINKBASE DOCUMENT Case: 1:16-cv-05198 Document #: 93-14 Filed: 03/30/18 Page 5 of 5 PageID #:1753 Table of Contents Table of Contents Cohort Default Rate Cohort Default Rate 2008 2007 2006 2005 DeVry University: Undergraduate Programs DeVry University: Undergraduate Programs 10.2% 102% 9.0% 9.0% 73% 7.3% 6.6% DeVry University: Federal Perkins Loan Program DeVry University: Federal Perkins Loan Program 8.8% 8.8% 6.6% 6.6% 6.8% 6.8% 6.9% DeVry University: Graduate Programs DeVry University: Graduate Programs 2.6% 2.6% 2.7% 2.7% 1.4% 1.4% 1.7% Ross University School of Medicine Ross University School of Medicine 0.2% 02% 0.2% 02% 0.1% 0.1% 0.0% Ross University School of Veterinary Medicine Ross University School of Veterinary Medicine 0.0% 0.0% 0.0% 0.0% 0.1% 0.1% 0.1% Chamberlain College of Nursing Chamberlain College of Nursing 1.7% 1.7% 2.9% 2.9% 1.8% 1.8% 0.5% 05% Carrington College Carrington College 7.0% 7.0% 7.2% 72% 7.5% 75% 4.8% Carrington College California Carrington College California 13.6% 13.6% 10.2% 102% 9.6% 9.6% 10.3% 103% The respective cohort default rates for DeVry University — Undergraduate Programs and Carrington College California were in excess of 10.0% for The respective cohort default rates for DeVry University — Undergraduate Programs and Carrington College California were in excess of 10.0% for the most recent year (2008). In accordance with U.S. Department of Education regulations, disbursement of Title IV Stafford loans for new students the most recent year (2008). In accordance with U.S. Department of Education regulations, disbursement of Title IV Stafford loans for new students is delayed for a thirty day period for any institution with a cohort default rate in excess of 10.0%. Management believes that the delay in the related is delayed for a thirty day period for any institution with a cohort default rate in excess of 10.0%. Management believes that the delay in the related cash receipts for these two DeVry institutions will not materially affect its operations or cash flow. cash receipts for these two DeVry institutions will not materially affect its operations or cash flow. Under the Federal Perkins loan program, the institution is responsible for collecting outstanding loans. Any institution with a Perkins loan cohort Under the Federal Perkins loan program, the institution is responsible for collecting outstanding loans. Any institution with a Perkins loan cohort default rate exceeding 15% must establish a default reduction plan. DeVry has worked to reduce the default rate by implementing financial literacy default rate exceeding 15% must establish a default reduction plan. DeVry has worked to reduce the default rate by implementing fmancial literacy and student counseling programs and retaining outside loan service agencies to contact former students and inform them of their repayment and student counseling programs and retaining outside loan service agencies to contact former students and inform them of their repayment options. CAREER SERVICES CAREER SERVICES DeVry University DeVry University DeVry University believes that the employment of its graduates is essential to the achievement of its mission and the ability to attract and retain DeVry University believes that the employment of its graduates is essential to the achievement of its mission and the ability to attract and retain students. Career services professionals located at DeVry University undergraduate campuses work with students to choose careers, craft resumes, students. Career services professionals located at DeVry University undergraduate campuses work with students to choose careers, craft resumes, and prepare for job interviews. The staff also maintains contact with local and national employers to proactively identify job opportunities and and prepare for job interviews. The staff also maintains contact with local and national employers to proactively identify job opportunities and arrange interviews. In many cases, company hiring representatives conduct interviews at DeVry University campuses. arrange interviews. In many cases, company hiring representatives conduct interviews at DeVry University campuses. DeVry University attempts to gather accurate data to determine how many of its undergraduates, both at the associate and bachelor's degree DeVry University attempts to gather accurate data to determine how many of its undergraduates, both at the associate and bachelor's degree levels, are employed in positions related to their program of study within six months following graduation. To a large extent, the reliability of such levels, are employed in positions related to their program of study within six months following graduation. To a large extent, the reliability of such data depends on the quality of information that graduates self-report. data depends on the quality of information that graduates self-report. One measure of success is the employment outcomes of DeVry University graduates. Eighty-nine percent of DeVry University's June 2009, October One measure of success is the employment outcomes of DeVry University graduates. Eighty-nine percent of DeVry University's June 2009, October 2009 and February 2010 graduates in the active job market were employed in fields of their study within six months of graduation at an average 2009 and February 2010 graduates in the active job market were employed in fields of their study within six months of graduation at an average salary of $43,035. These statistics include graduates of associate and bachelor's degree programs and those who were already employed. salary of $43,035. These statistics include graduates of associate and bachelor's degree programs and those who were already employed. DeVry University believes that no single employer has hired more than 5% of our graduates in recent years. Major employers of DeVry DeVry University believes that no single employer has hired more than 5% of our graduates in recent years. Major employers of DeVry undergraduates include Accenture, Boeing, Ericcson, GE Healthcare, IBM, Intel, J.P. Morgan Chase, Lockheed Martin, L-3 Communications, undergraduates include Accenture, Boeing, Ericcson, GE Healthcare, IBM, Intel, J.P. Morgan Chase, Lockheed Martin, L-3 Communications, Northrop Grumman, State Farm, Verizon Wireless, and UPS. Northrop Grumman, State Farm, Verizon Wireless, and UPS. Management considers its career services commitment an important element of its service to students. Over the past several years, DeVry Management considers its career services commitment an important element of its service to students. Over the past several years, DeVry University developed and implemented a national job database, which allows students to log into one site to view, apply for, and learn more about University developed and implemented a national job database, which allows students to log into one site to view, apply for, and learn more about job leads appropriate to their experience and education level. For the upcoming year, this database will be further expanded for employer use. In job leads appropriate to their experience and education level. For the upcoming year, this database will be further expanded for employer use. In addition, management developed a preferred employer program. This program provides an avenue for businesses to easily partner with DeVry in addition, management developed a preferred employer program. This program provides an avenue for businesses to easily partner with DeVry in areas such as career services, curriculum development, and continued employee education. areas such as career services, curriculum development, and continued employee education. Chamberlain College of Nursing Chamberlain College of Nursing Chamberlain College of Nursing initiated a career services program in fiscal year 2009 at its Columbus campus, which now extends to four Chamberlain College of Nursing initiated a career services program in fiscal year 2009 at its Columbus campus, which now extends to four campuses. The career services professionals work with students to craft resumes, prepare for job interviews, and target employment opportunities. campuses. The career services professionals work with students to craft resumes, prepare for job interviews, and target employment opportunities. The staff also maintains contact with local and national employers to proactively identify job opportunities The staff also maintains contact with local and national employers to proactively identify job opportunities 31