Edgar Filing: DEVRY INC

form10k.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

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

For the fiscal year ended: June 30, 2009

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

For the transition period from to

Commission file number: 1-13988

DeVry Inc.

(Exact name of registrant as specified in its charter)

DELAWARE	36-3150143
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

ONE TOWER LANE, SUITE 1000,	60181
OAKBROOK TERRACE, ILLINOIS	(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number; including area code:

(630) 571-7700

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

Title of Each Class	Name of Each Exchange on Which Registered:
Common Stock $0.01 Par Value	NYSE, CSE
Common Stock Purchase Rights	NYSE

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 R No £

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 R

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, and (2) has been subject to such filing requirements for the past 90 days. Yes R No £

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 £ No £

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 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 Exchange Act.

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

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

State the aggregate market value of the voting and non-voting common equity held by nonaffiliates as of the last business day of the Registrant’s most recently completed second fiscal quarter computed by reference to the price at which the common equity was last sold. Shares of common stock held directly or controlled by each director and executive officer have been excluded.

December 31, 2008 - $4,042,601,161

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

August 17, 2009 — 71,164,789 shares of Common Stock, $0.01 par value

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the Registrant’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held on November 11, 2009, are incorporated into Part III of this Form 10-K to the extent stated herein.

DeVry Inc.

ANNUAL REPORT ON FORM 10-K

FISCAL YEAR ENDED JUNE 30, 2009

TABLE OF CONTENTS

			Page #
PART I
Item 1	—	Business	3
Item 1A	—	Risk Factors	34
Item 1B	—	Unresolved Staff Comments	37
Item 2	—	Properties	38
Item 3	—	Legal Proceedings	40
Item 4	—	Submission of Matters to a Vote of Security Holders	40
	—	Executive Officers	41

PART II
Item 5	—	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	42
Item 6	—	Selected Financial Data	45
Item 7	—	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45
Item 7A	—	Quantitative and Qualitative Disclosures about Market Risk	69
Item 8	—	Financial Statements and Supplementary Data	70
Item 9	—	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	70
Item 9A	—	Controls and Procedures	70
Item 9B	—	Other Information	71

PART III
Item 10	—	Directors, Executive Officers and Corporate Governance	108
Item 11	—	Executive Compensation	108
Item 12	—	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	108
Item 13	—	Certain Relationships and Related Transactions, and Director Independence	108
Item 14	—	Principal Accountant Fees and Services	108

PART IV
Item 15	—	Exhibits and Financial Statement Schedules	109
	—	Financial Statements	109
	—	Financial Statement Schedules	109
	—	Exhibits	109

SIGNATURES			110

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FORWARD-LOOKING STATEMENTS

Certain statements contained in this annual report on Form 10-K, 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-looking statements generally can be identified by phrases such as DeVry Inc. or its management “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “foresees,” or other words or phrases of similar import. Actual results may differ materially from those projected or implied by these forward-looking statements. Potential risks and uncertainties that could affect DeVry’s results are described more fully in Item 1A, “Risk Factors” and in the subsections of “Item 1 — Business” entitled “Competition,” “Student Recruiting and Admission,” “Accreditation,” “Approval and Licensing,” “Tuition and Fees,” “Financial Aid and Financing Student Education,” “Student Loan Defaults,” “Career Services,” “Seasonality,” and “Employees.” The forward looking statements should be considered in the context of the risk factors listed above and discussed elsewhere in this Form 10-K.

ITEM 1. DESCRIPTION OF BUSINESS

OVERVIEW OF DEVRY INC.

DeVry Inc. (“DeVry”) is incorporated under the laws of the State of Delaware. DeVry’s executive offices are located at One Tower Lane, Suite 1000, Oakbrook Terrace, Illinois, 60181, and the telephone number is (630) 571-7700. “DeVry” refers to DeVry Inc. alone or with its wholly owned subsidiaries, as the context requires. When this Report uses the words “we” or “our,” it refers to DeVry and its subsidiaries unless the context otherwise requires.

DeVry, through its wholly-owned subsidiaries, owns and operates DeVry University, Ross University, Chamberlain College of Nursing, U.S. Education, Becker Professional Education and Advanced Academics. In addition, DeVry owns an 82.3 percent majority stake in Fanor.

DeVry University, founded by Dr. Herman DeVry in 1931, offers associate, bachelor’s and master’s degree programs in technology; healthcare technology; business and management. DeVry University is one of the largest private, degree-granting, regionally accredited, higher education systems in North America. Undergraduate and graduate degree programs are offered in the United States, Canada and online. Graduate degree programs in management are offered through DeVry University’s Keller Graduate School of Management, which was founded in 1973 by Dennis J. Keller and Ronald L. Taylor. DeVry University comprises DeVry’s Business, Technology and Management segment.

Ross University, which was founded in 1978, is one of the world’s largest providers of medical and veterinary medical education. Ross University comprises Ross University School of Medicine, located in the Caribbean country of Dominica with a clinical center in Freeport, Grand Bahama, and Ross University School of Veterinary Medicine, located in St. Kitts. DeVry acquired Ross University in May 2003.

Chamberlain College of Nursing, formerly Deaconess College of Nursing, was founded in 1889 and acquired by DeVry in March 2005. Chamberlain offers several nursing degree and degree completion programs at its five campuses in the United States and online.

U.S. Education, the parent organization of Apollo College and Western Career College, was founded in 1998 and acquired by DeVry in September 2008. Apollo College and Western Career College prepare students for careers in healthcare through certificate, associate and bachelor’s degree programs. The addition of U.S. Education has further diversified DeVry’s curricula. With Ross University and Chamberlain, U.S. Education makes up DeVry’s Medical and Healthcare segment.

Becker Professional Education, founded in 1957 as the Becker CPA review and acquired by DeVry in 1996, prepares candidates for the Certified Public Accountant (“CPA”) examination, Chartered Financial Analyst (“CFA”) professional certification examinations, and the Project Management Professional (“PMP”) certification examination. It also offers continuing professional education programs and seminars in accounting and finance. Classes are taught in nearly 300 locations, including sites in 40 foreign countries and DeVry University teaching sites. Becker Professional Education comprises DeVry’s Professional Education segment.

Advanced Academics, founded in 2000, provides online secondary education to school districts throughout the United States. DeVry acquired Advanced Academics in October 2007. The addition of Advanced Academics has further diversified DeVry’s curricula.

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Fanor, founded in 2001 and based in Fortaleza, Ceará, Brazil, is the parent organization of Faculdades Nordeste, Faculdade Ruy Barbosa, Faculdade FTE, and Faculdade ÁREA1. These institutions operate five campus locations in the cities of Salvador and Fortaleza, and offer undergraduate and graduate programs focused in business management, law and engineering. With Advanced Academics, Fanor comprises DeVry’s Other Educational Services segment.

Student enrollments in DeVry’s degree granting programs, including DeVry University, Ross University and Chamberlain College of Nursing, follow. Student enrollments in U.S. Education’s degree and certificate granting programs are included beginning with fall 2008.

Percent of Enrollments by Degree				Percent of Enrollments by Program
	Fall 2006	Fall 2007	Fall 2008		Fall 2006	Fall 2007	Fall 2008
Doctoral	6.5%	6.8%	5.1%	Technology	32.5%	30.8%	26.1%
Master’s	21.3%	21.3%	17.2%	Business	57.6%	57.1%	46.7%
Bachelor’s	61.7%	61.4%	52.0%	Medical and Health	9.9%	12.1%	27.2%
Associate	10.5%	10.5%	14.6%
Certificate	--	--	11.1%

Financial and descriptive information about DeVry’s operating segments is presented in Note 15, “Segment Information,” to the Consolidated Financial Statements. During the fourth quarter of fiscal year 2009 and in connection with the acquisition of Fanor, DeVry realigned its operating segments and included a new segment. The four segments are as follows:

Business, Technology and Management: previously named DeVry University segment and comprised of DeVry University and Advanced Academics. This segment is now comprised solely of DeVry University.

Medical and Healthcare: comprised of Ross University, Chamberlain College of Nursing and U.S. Education

Professional Education: comprised of Becker Professional Education

Other Educational Services: newly formed segment comprised of Advanced Academics and Fanor

Unless indicated, or the context requires otherwise, references to years refer to DeVry’s fiscal years then ended.

DEVRY UNIVERSITY

The mission of DeVry University is to foster student learning through high-quality, career-oriented education integrating technology, science, business and the arts. The university delivers practitioner-oriented undergraduate and graduate programs onsite and online to meet the needs of a diverse and geographically dispersed student population.

Curriculum

In January 2009, DeVry University launched a new academic structure which organized its various disciplines into five specific colleges.

The College of Business & Management, which includes Keller Graduate School of Management

The College of Engineering & Information Sciences

The College of Liberal Arts & Sciences

The College of Media Arts & Technology

The College of Health Sciences

The structure provides flexibility for future curricula and adopts an organization that is more familiar to students. Degree programs are offered in the following areas. Unless otherwise noted, all degree programs are also available online.

College of Liberal Arts & Sciences	College of Health Sciences	College of Media Arts & Technology
Graduate Programs	Associate Degree Programs	Associate Degree Program
Educational Technology, Master’s	Electroneurodiagnostic Technology*	Web Graphic Design
Degree**	Health Information Technology	Bachelor’s Degree Programs
Educational Management, Graduate	Bachelor’s Degree Program	Multimedia Design and Development
Certificate	Clinical Laboratory Science*	with emphasis in:
		Graphic and Multimedia Design
		Graphics and Multimedia Management
		Web Design and Development
		Web Game Programming

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College of Business and Management	Keller Graduate School of Management (included within The College of Business and Management)	College of Engineering & Information Sciences
Associate Degree Program	Master’s Degree Programs	Associate Degree Programs
Accounting	Business Administration (MBA)	Electronics and Computer Technology
Bachelor’s Degree Programs	with concentrations in:	Network Systems Administration
Business Administration with emphasis in:	Accounting	Bachelor’s Degree Programs
Accounting	E-Commerce Management	Biomedical Engineering Technology*
Business Information Systems	Finance	Computer Engineering Technology
Finance	General Management	Computer Information Systems with
Health Services Management	Health Services	emphasis in:
Hospitality Management	Hospitality Management	Business/Management
Human Resource Management	Human Resources	Computer Forensics
Operations Management	Information Security	Database Management
Project Management	Information Systems	Enterprise Computing
Sales and Marketing	Management	Flex Option
Security Management	International Business	Health Information Systems
Small Business Management	Marketing	Information Systems Security
and Entrepreneurship	Network and Communications	Systems Analysis and Integration
Technical Communication	Management	Web Development and
Technical Management with emphasis in:	Project Management	Administration
Criminal Justice	Public Security	Web Game Programming
Health Information Management	Security Management	Electronics Engineering Technology
	Accounting & Financial	Game and Simulation Programming
	Management	Network and Communications
	Human Resource Management	Management
	Project Management	Master’s Programs
	Public Administration	Electrical Engineering**
	Information systems Management	Master of Information Systems
	(Included within the College of	Management
	Engineering & Information Sciences)	Master of Network and Communications
	Network and Communications Management (Included within the College of Engineering and Information Sciences)	Management
	Graduate Certificates
	Accounting
	Business Administration
	Educational Management
	E-Commerce Management
	Entrepreneurship

*Not available online

**Only available online

Students access these degree and certificate programs through a North American system of 94 locations as well as through DeVry University’s online delivery platform.

DeVry University reviews and revises its curricula on a regular basis for relevance to both students and employers. In addition, new programs and degrees are regularly evaluated to improve DeVry University’s educational offerings and respond to competitive changes in the employment market.

Some of the more significant developments over the past two years are summarized below.

In 2008, DeVry launched the Keller Center for Corporate Learning (“KCCL”) to provide education and training solutions to companies to help meet their organizational needs and the goals of their individual employees. KCCL offers programs through DeVry University, its Keller Graduate School of Management and Becker Professional Education.

In July 2008, DeVry University began offering its suite of engineering and electronics programs online. Programs include an associate degree program in electronics and computer technology and two bachelor’s degree programs in electronics engineering technology and computer engineering technology.

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In March 2009, DeVry University launched three new undergraduate tracks in Computer Information Systems – Health Information Sciences, Web Game Programming and Enterprise Computing. Enterprise Computing was launched jointly by IBM and DeVry University as a member of the IBM Academic Initiative program. The IBM Academic Initiative is part of IBM’s commitment to work with leading universities to grow opportunities for enterprise systems developers and programmers.

In response to rising career opportunities for multimedia artists, designers and animators, in July 2009 DeVry University began offering a bachelor’s of science degree in Multimedia Design & Development within its College of Media Arts & Technology. The new degree program will prepare students for careers in the areas of multimedia design, web game development, interactive web site development and multimedia management.

Laboratory courses throughout each curriculum prepare students for the workplace by integrating classroom learning with a practical, hands-on experience and applied learning activities that enhance technical skills. For some courses, laboratory activities are delivered in a specialized classroom featuring advanced equipment and software. In addition, some laboratory activities take place in a lecture-lab classroom, using PCs and various software packages.

DeVry University also invests in resources for libraries and academic support services that can assist students in any phase of their educational program. DeVry University offers undergraduate students an array of social and professional activities including student organizations closely linked to students’ professional aspirations. Campuses regularly invite technology and business leaders into the classroom. Faculty members serve as mentors for student chapters of professional associations and sponsor a wide range of student co-curricular projects. Students are required to complete a course that teaches practical strategies and methods for realizing success so they will be prepared to assume responsibility for their own learning and growth.

Keller Graduate School of Management emphasizes excellence in teaching, student mastery of practical management skills, and service to working adults. The curricula, like the undergraduate curricula, are subject to regular review for relevance to both students and employers. Keller offers classes in the evening, on weekends and online, which enables students to complete their degrees using whatever combination of online and onsite coursework suits their needs. To broaden the scope and appeal of its master’s degree programs, Keller has developed concentrations and graduate certificates. Most faculty members are practicing professionals who bring their expertise to the classroom, emphasizing theory and practices that will best serve students in their work as managers. Critical competencies in areas such as business communications, electronic commerce, technology, ethics, quality, and international matters are woven throughout the curricula.

Keller’s Master of Accounting and Financial Management program offers students a choice of three professional certification exam-preparation emphases: Certified Public Accountant, Certified Fraud Examiner, or Chartered Financial Analyst. The Certified Public Accountant and Chartered Financial Analyst concentrations were developed in conjunction with Becker Professional Education. Keller’s Master of Project Management program abides by the operational and educational criteria set forth by the Project Management Institute (“PMI”) and earned the highest level of accreditation and the elite designation of Global Accreditation Center (GAC) in January 2009. Coursework within Keller’s Master of Human Resource Management program is in alignment with the HR Curriculum Guidelines and Templates established by the Society for Human Resource Management. The Master of Public Administration program offers students a choice of three tracks: government management, nonprofit management, and health management.

Academic Calendar

DeVry University operates on a uniform academic calendar for both the undergraduate and graduate degree programs across all methods of educational delivery — onsite and online. The calendar consists of three academic periods of 16 weeks each, comprising two eight-week sessions.

Online Delivery and Technology

DeVry University has offered online graduate programs since September 1998, and online undergraduate programs since 2001. Our online course offerings have increased every year, and we expect to continue to add online programs and concentrations in the future. By offering courses online, we can better serve students whose schedules or personal circumstances prevent them from attending classes in person, optimize use of classroom space, and offer students the latest educational technologies.

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The majority of DeVry University’s online students are adults attracted by the quality, inherent flexibility and convenience of the program. We also have many students who “mix and match” onsite and online courses to best meet their individual needs and schedules.

DeVry University offers nearly all of its undergraduate and graduate degree programs online. All of the Keller master’s degree programs are offered online.

In addition to our online degree programs, many undergraduate and graduate courses are taught using an integrated learning system, or “blended learning model,” that incorporates both onsite and instructor-guided online activities.

Enrollment Trends

Total undergraduate enrollment in summer 2009 reached a record high of 55,979 students, an increase of 21.9% compared to 45,907 in the previous summer. There were 17,991 coursetakers for the summer 2009 term in DeVry University’s graduate programs, including its Keller Graduate School of Management, representing an increase of 12.3% over the prior year. Coursetaker enrollment in DeVry University online program offerings in summer 2009 was 56,321, an increase of 26.6% over the prior year. The term coursetaker refers to the number of courses taken by a student. Thus, one student taking two courses is counted as two coursetakers.

The following table provides historical enrollment data for DeVry University’s undergraduate operation, including both onsite and online students.

	Undergraduate New Students
	Enrollment						% Change Over Prior Year
Fiscal Year	Summer		Fall		Spring		Summer			Fall			Spring
2010		19,057						14.8	%
2009		16,595		15,811		14,288		19.3	%		19.7	%		15.1	%
2008		13,906		13,204		12,410		9.7	%		10.7	%		12.1	%
2007		12,671		11,930		11,075		12.2	%		11.9	%		6.9	%
2006		11,293		10,663		10,359		7.3	%		6.4	%		16.4	%

	Undergraduate Total Students
	Enrollment						% Change Over Prior Year
Fiscal Year	Summer		Fall		Spring		Summer			Fall			Spring
2010		55,979						21.9	%
2009		45,907		52,146		53,259		12.6	%		16.9	%		18.8	%
2008		40,774		44,594		44,814		9.8	%		10.3	%		10.3	%
2007		37,132		40,434		40,637		2.5	%		4.9	%		5.5	%
2006		36,220		38,546		38,523		(4.8	)%		(2.3	)%		1.2	%

The following table provides historical coursetaker enrollment for DeVry University’s graduate operation including its Keller Graduate School of Management.

	Graduate Coursetakers
Fiscal Year	July		September		November		January		March		May
2010		17,991
2009		16,017		17,799		17,803		19,475		19,357		18,822
2008		14,023		15,857		15,657		17,377		17,005		16,537
2007		12,617		14,069		13,920		15,278		14,756		14,290
2006		11,434		12,732		12,777		13,776		14,029		13,148

	% Change Over Prior Yr
	July			September			November			January			March			May
2010		12.3	%
2009		14.2	%		12.2	%		13.7	%		12.1	%		13.8	%		13.8	%
2008		11.1	%		12.7	%		12.5	%		13.7	%		15.2	%		15.7	%
2007		10.3	%		10.5	%		8.9	%		10.9	%		5.2	%		8.7	%
2006		11.3	%		5.0	%		3.3	%		9.4	%		12.3	%		8.5	%

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The following table provides historical enrollment for DeVry University’s undergraduate and graduate online coursetakers.

	Online Coursetakers*
	Enrollment						% Change Over Prior Year
Fiscal Year	Summer		Fall		Spring		Summer			Fall			Spring
2010		56,321						26.6	%
2009		44,503		51,628		55,745		23.6	%		25.5	%		27.0	%
2008		36,001		41,128		43,889		26.0	%		27.1	%		25.0	%
2007		28,580		32,369		35,111		35.7	%		32.9	%		22.5	%
2006		21,068		24,357		28,912		67.3	%		50.0	%		46.3	%

____________

*	Online coursetakers are included in the new and total undergraduate and graduate student counts.

Population trends

The total postsecondary student population can be thought of as two categories of students: career-launchers, who are primarily traditional college-age students; and career-enhancers, who are primarily working adults.

According to the U.S. Department of Education, between 1997 and 2007, the latest period for which data are available, enrollment in degree granting institutions increased by 26%, from 14.5 million to 18.2 million. Much of the enrollment growth was in full-time enrollment; the number of full-time students rose 34%, while the number of part-time students grew 15%. Enrollment increases may be affected both by population growth and by rising rates of individuals inspired to attend college. Between 1997 and 2007, the number of 18- to 24-year olds increased from 25.5 million to 29.5 million, and the percentage of 18- to 24-year olds enrolled in college rose from 37% in 1997 to 39% in 2007.

The number of young students has been growing more rapidly than the number of older students, but this pattern is expected to change. The U.S. Department of Education estimates that between 1995 and 2006 enrollment of students under age 25 increased by 33%. Enrollment of persons 25 and older rose by 13% during the same period. From 2006 to 2017, the National Center for Education Statistics (“NCES”) projects a rise of 10% in enrollments of persons under 25, and a rise of 19% in enrollments of persons 25 and older. Many external forces have combined to inspire older students to attend college today: the development of the knowledge-based economy; the rapid pace of technological change in the workplace; the emergence of e-learning tools that make continuing education more feasible; and a growing recognition of the importance of lifelong learning.

The NCES estimates that in 2007 approximately 37.6% of all college students were at least 25 years old. DeVry believes that more than half of our undergraduate students are at least 25 years old. More significantly, at DeVry University online and DeVry University centers, which are designed for the adult student and have been the fastest growing portion of our operations, nearly 80% of DeVry University’s students are age 25 or older. Projections indicate that the percentage of this age group attending college will remain constant at approximately 40% until 2014. The Bureau of Labor Statistics projects that through 2010, job categories requiring at least some postsecondary education (primarily bachelor’s and associate degrees) will grow nearly twice as fast as those not requiring such education.

Another strong motivation for students considering a postsecondary education is the prospective income premium. According to the U.S. Census Bureau, in 2007, the average income of U.S. employees with a bachelor’s degree was approximately $47,240 which was nearly 67% higher than the average for those with only a high school education. The wage gap is even larger for those with graduate degrees.

DeVry University’s student body is increasingly diverse and many come from lower income families, or are first in their family to attend college. Some DeVry University campuses rank near the top of the list of institutions in the number of degrees granted to minority students in the fields of computer and information science, business, and all academic disciplines combined. In particular, DeVry University continues to be ranked among the top producers in the country of minority graduates earning bachelor’s degrees in the fields of computer and information sciences (CIS), and business, marketing and management by Diverse Issues in Higher Education (June 2009).

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Demographic information based on DeVry University’s fall term enrollments follows.

Total Population	Fall 2006			Fall 2007			Fall 2008
Undergraduate		76.9	%		76.6	%		77.2	%
Graduate		23.1	%		23.4	%		22.8	%

Age	Fall 2006			Fall 2007			Fall 2008
24 and Under		35.1	%		33.3	%		31.1	%
25-39		50.1	%		51.3	%		52.4	%
40 and Over		14.7	%		15.3	%		16.4	%
Unknown		0.1	%		0.1	%		0.1	%

Gender	Fall 2006			Fall 2007			Fall 2008
Male		58.4	%		56.3	%		54.7	%
Female		41.6	%		43.7	%		45.3	%

Ethnicity	Fall 2006			Fall 2007			Fall 2008
White, non-Hispanic		43.4	%		42.9	%		44.5	%
Black, non-Hispanic		29.1	%		29.1	%		30.7	%
Hispanic		13.3	%		13.2	%		13.5	%
Asian/Pacific Islander		6.9	%		6.6	%		6.6	%
American Indian/Alaska Native		0.7	%		0.8	%		0.8	%
Non-resident/Alien		2.4	%		1.7	%		1.5	%
Unknown		4.2	%		5.7	%		2.4	%

MEDICAL AND HEALTHCARE

Ross University

Ross University operates two schools: Ross University School of Medicine confers the Doctor of Medicine (M.D.) degree, and Ross University School of Veterinary Medicine confers the Doctor of Veterinary Medicine (D.V.M.) degree. Together, the two Ross schools had 4,448 students enrolled in the May 2009 semester. Over 7,000 graduates have received Ross M.D. degrees since 1978; these individuals are practicing in all 50 states. More than 2,300 graduates have received Ross D.V.M. degrees.

Ross medical students complete a four-semester (approximately 16 months) basic science and pre-clinical curriculum in modern classrooms and laboratories at a campus located in Dominica and at a newly opened clinical facility in Freeport, Grand Bahama. The four semesters are followed by a one-semester course entitled Advanced Introduction to Clinical Medicine at the Dominica campus, the Ross clinical location in Miami or at an affiliated hospital facility in Saginaw, Michigan. After students successfully complete Step 1 of the U.S. Medical Licensing Examinationtm, which assesses whether medical school students understand and can apply scientific concepts that are basic to the practice of medicine, they can complete the remainder of the 10-semester program by participating in clinical rotations under Ross University direction, and conducted at nearly 70 affiliated teaching hospitals in the United States.

In January 2009, Ross University School of Medicine began teaching courses at its newly opened clinical center in Freeport, Grand Bahama. The Ross Dominica campus continues to maintain its position as the medical school’s primary campus. All students in the medical school currently begin their training in Dominica, with a portion of third and fourth semester students taking clinical classes in Freeport. The Ross University Freeport clinical center, located 52 miles from Fort Lauderdale, will grow to accommodate the future expansion needs of Ross University’s medical program, as well as potentially adding other degree programs. The Freeport clinical center currently has 21 faculty members and will add more as enrollment increases. Depending upon the pace of development, capital expenditures related to opening the branch campus, including land, buildings and equipment, are expected to be in the range of $35-$60 million over the next several years.

Ross’ educational program is highly similar to the educational programs typically offered at U.S. medical schools. However, Ross’ program consists of three academic semesters per year — beginning in May, September, and January — which allows the students to complete their basic science and clinical curriculum in less time than they would at a U.S. medical school. The program prepares students for general medical practice and provides the foundation for postgraduate specialty training primarily in the United States.

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Ross veterinary students complete a seven-semester pre-clinical curriculum in a large modern facility in St. Kitts. This program is structured to provide a veterinary education that is comparable to traditional educational programs at U.S. veterinary schools. After completing their pre-clinical curriculum, Ross veterinary students enter a clinical clerkship lasting approximately 48 weeks under Ross University direction at one of 21 affiliated U.S. Colleges of Veterinary Medicine. At both the Medical and Veterinary schools, there is an academic trend that is introducing students to clinical experiences and clinical skills earlier in their respective curriculums.

The following table provides historical enrollment data for Ross University, including both medical and veterinary school students.

	Ross University New Students
	Enrollment						% Change Over Prior Yr
Fiscal Year	September		January		May		September			January			May
2009		608		611		562		6.3	%		10.9	%		16.8	%
2008		572		551		481		(8.9	)%		11.1	%		15.6	%
2007		628		496		416		9.2	%		28.2	%		(5.2	)%
2006		575		387		439		40.6	%		67.5	%		63.8	%

	Ross University Total Students
	Enrollment						% Change Over Prior Year
Fiscal Year	September		January		May		September			January			May
2009		4,219		4,323		4,448		8.8	%		7.8	%		9.4	%
2008		3,876		4,011		4,064		4.1	%		7.0	%		7.9	%
2007		3,724		3,747		3,767		15.4	%		14.8	%		9.9	%
2006		3,227		3,264		3,428		(3.8	)%		4.5	%		13.2	%

The average Ross medical student is 27 years old — two years older than the U.S. medical school average — and the student population is approximately 56% male. The average Ross veterinary student also is 27 years old — one year older than the U.S. veterinary school average — and the student population is more than 72% female. Most Ross students are either citizens or permanent residents of the United States.

Chamberlain College of Nursing

DeVry acquired Chamberlain College of Nursing in March 2005. Founded as Deaconess College of Nursing more than a century ago, Chamberlain offers programs in nursing education leading to one of three degrees: Associate of Science in Nursing (“ASN”), Bachelor of Science in Nursing (“BSN”), or Master of Science in Nursing (offered only online). Students enroll at campuses in St. Louis, Missouri; Columbus, Ohio; Phoenix, Arizona; Addison, Illinois; Jacksonville, Florida; and/or online. Chamberlain had 4,302 students enrolled in the July 2009 semester.

Chamberlain’s BSN program is a traditional on-campus baccalaureate program. The BSN program enables students to complete their BSN degree in three years of full-time study as opposed to typical four year BSN programs where students take the summer off. Students who already have achieved Registered Nurse (“RN”) designation through a diploma or associate degree can complete their BSN online through Chamberlain’s “fast track” RN to BSN completion program in as little as three semesters. The ASN program is a six-semester year round program offered onsite or online only from the Columbus, Ohio location. In addition, Licensed Practical Nurses (“LPNs”) receive up to 10 hours of credit for their previous work and can complete an ASN degree through either the onsite or online programs in Ohio. General education courses are taught through DeVry University.

Chamberlain’s degree programs provide nursing skill training and general education. Pre-licensure students complete clinical training at hospitals or other healthcare facilities. Chamberlain has developed numerous partnerships with hospitals for this purpose.

The online master’s degree program offers two specialty tracks: nurse education and nurse executive. The program is 72 credit hours and is designed to take approximately two years of part-time study. Management courses are taught through Keller Graduate School of Management.

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The following table provides historical enrollment data for Chamberlain, including both onsite and online students.

	Chamberlain College of Nursing New Students
	Enrollment						% Change Over Prior Yr
Fiscal Year	July		November		March		July			November			March
2010		1,558						51.9	%
2009		1,026		1,363		1,240		181.9	%		114.6	%		72.9	%
2008		364		635		717		N/M			N/M			N/M

	Chamberlain College of Nursing Total Students
	Enrollment						% Change Over Prior Yr
Fiscal Year	July		November		March		July			November			March
2010		4,302						77.8	%
2009		2,419		3,207		3,722		122.1	%		116.0	%		104.5	%
2008		1,089		1,485		1,820		N/M			N/M			N/M

Ninety percent of Chamberlain students are female. Students in the on-campus BSN program tend to be younger, yet most enter Chamberlain with previous college credits. Those in the ASN program tend to be non-traditional adult students who are changing careers.

According to the U.S. Bureau of Labor Statistics, RNs constitute the largest healthcare occupation in the United States with 2.3 million jobs. The U.S. Department of Health and Human Services projects that the demand for RNs will grow by 27.3% over the next several years.

U.S. Education

DeVry acquired U.S. Education Corporation (“U.S. Education”) in September 2008. U.S. Education is the parent organization of Apollo College and Western Career College and is headquartered in Mission Viejo, California. Apollo College and Western Career College prepare students for careers in healthcare through certificate and associate degree programs. The two colleges operate 18 campus locations in the western United States and currently serve more than 10,000 students.

Apollo College and Western Career College currently offer career specific certificate or associate degree programs through campus based courses in the following areas:

Medical		Dental
Biotechnology(W)		Dental Assisting
Diagnostic Medical Sonography(A)		Dental Hygiene
Health Care Administration(W)		Health & Fitness/Massage
Heath Information Technology(W)		Fitness Training(A)
Massage Therapy(W)		Massage Therapy(A)
Medical Administrative Assisting(A)		Physical Therapy Technician(A)
Medical Assisting		Veterinary
Medical Billing(W)		Veterinary Assisting(A)
Medical Billing and Coding(A)		Veterinary Tech(W)
Medical Laboratory Technician(A)		Pharmacy
Medical Office Management(A)		Pharmacy Technician(A)
Medical Radiography(A)		Pharmacy Technology(W)
Respiratory Care(A)		Criminal Justice
Respiratory Therapy(W)		Criminal Justice(W)
Surgical Technology(W)		Graphics
Ultrasound Technology(W)		Graphics Communications(W)
Nursing		Design Drafting(W)
Practical Nursing(A)
Registered Nursing
Vocational Nursing(W)

(A)Offered only at Apollo College

(W)Offered only at Western Career College

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In July 2009, Apollo College began offering its first online bachelor’s degree completion programs in both medical imaging and respiratory care. Apollo is utilizing the DeVry Online Services technology platform, further leveraging DeVry’s high quality resources such as faculty recruiting, curriculum development and student services.

The following table provides historical enrollment data for U.S. Education students.

	U.S. Education New Students
	Enrollment						% Change Over Prior Yr
Fiscal Year	July		November		March		July			November			March
2010		4,411						15.4	%
2009		3,821		4,681		4,323		16.7	%		17.6	%		26.8	%
2008		3,273		3,980		3,408		N/M			N/M			N/M

	U.S. Education Total Students
	Enrollment						% Change Over Prior Yr
Fiscal Year	July		November		March		July			November			March
2010		10,644						17.9	%
2009		9,028		10,186		10,928		15.9	%		19.4	%		21.8	%
2008		7,792		8,534		8,973		N/M			N/M			N/M

PROFESSIONAL EDUCATION

Becker Professional Education is a global leader in professional education and training, serving the accounting, finance and project management professions. In late July 2009, the organization adopted a master brand strategy and unified all products and services under one brand, Becker Professional Education. This change leverages the strength of the Becker brand, emphasizes its portfolio of products and services, and reflects the commitment to career long learning. The Stalla Review for the CFA® Exams brand will migrate to Becker Professional Education over the next couple of years.

Becker Professional Education’s primary product lines are review courses preparing students to take the Certified Public Accountant, Chartered Financial Analyst and Project Management Professional certification examinations as well as continuing professional education and training programs. Through its CPA and CFA review courses, Becker served more than 50,000 students in fiscal year 2009. Becker CPA Review is the industry leader in providing CPA exam review services and has been preparing candidates to pass the exam for over 50 years. For 2008, nine of the top 10 Elijah Watt Sells Award winners, individuals who achieved the highest cumulative scores on the CPA exam, prepared with Becker. For 2007, all 10 of the Elijah Watt Sells Award winners prepared with Becker.

In 2001, DeVry acquired Stalla Seminars, a leading provider of CFA review courses and materials. With more than three decades of experience helping candidates prepare for their CFA exams, Stalla Review for the CFA® Exams offers live, online and self study CFA review programs in the United States and in major financial centers around the world. Stalla has become a leader in course-centric, comprehensive CFA exam preparation with more live class locations than any other provider. Through its classes, resources and expanding partnerships with firms, local CFA societies, universities, and other global affiliates, Stalla serves thousands of candidates every year worldwide.

To better meet the demands of today’s busy professionals, Becker’s classes are offered in three flexible formats: live, self-study and online. The self-study and online products are interactive, and offer the same instructor-led lectures and materials available in the live classroom courses. The online course also provides each student an online instructor who offers individualized guidance and assistance as needed. After experiencing several years of steady growth in enrollments with our self-study and online review course formats, Becker CPA orders for these formats declined slightly in fiscal year 2009.

Based on published exam pass rate statistics supplied by the American Institute of Certified Public Accountants (“AICPA”), Becker CPA Review students pass at twice the rate of all CPA exam candidates who did not take a Becker review course. Becker CPA exam review course students represent nearly one-half of all students passing the CPA exam. At the mandate of the CFA Institute, the professional association that administers the CFA exam, Stalla and other CFA preparation providers are prohibited from publicly disclosing pass rate performance.

Becker Professional Education also offers educational and training programs in the fields of accounting, finance and project management to help organizations achieve superior performance through professional development. Since instruction can be conducted at the organization’s site, Becker provides a unique and cost-effective continuing education model. In fiscal year 2009, Becker further expanded this product offering by introducing CPE courses online.

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Enrollment trends

Becker CPA Exam Review

The Uniform CPA Examination (“CPA exam”) is prepared and administered by the AICPA. The CPA exam is offered only in a computer-based, on-demand, four-part format for eight months of the year. In addition to successfully passing the four-part exam, CPA candidates must also meet educational, work experience, and other requirements specific to the state or jurisdiction in which they intend to be licensed to practice. Despite the turbulent economic times, the demand for CPAs remains relatively strong and the number of exam candidates has increased significantly during the past several years.

Stalla Review for the CFA® Exam

The CFA program is a graduate-level curriculum and examination program intended to expand a candidate’s working knowledge and skills relating to the investment decision-making process. The curriculum is divided into three successive “levels,” each of which concludes with an examination. The CFA designation is often referred to in practice as the “gold standard” for investment professionals, serving as a standard for measuring practitioner-oriented competence and integrity in areas including corporate finance, portfolio management, securities analysis, wealth management, and ethical and professional standards. Stalla’s approach to CFA exam preparation combines expert, comprehensive instruction, an integrated suite of learning tools continuous guidance and academic support in a program personalized to fit candidates’ unique learning styles and scheduling requirements.

Becker began offering a CFA review course for the Level I examination in 2000. The 2001 acquisition of Stalla Seminars (predecessor of Stalla Review for the CFA® Exam) enhanced that program and added review courses for the respective Level II and Level III examinations. Stalla also offers stand alone CFA exam study materials and seminars, and its course offerings are also available in flexible online and self study formats.

Nearly 129,000 candidates from 154 countries enrolled for the June 2009 CFA exams, bringing total enrollments for the two CFA exam cycles in fiscal year 2009 to over 200,000 — an increase of 15% over 2008. As an indicator of just how “global” the CFA program has become, of the total enrollments for fiscal year 2009, 64% of candidates resided outside of North America, with the majority of international candidates coming from Asia-Pacific, India, Europe and the Middle East. While strong overall enrollment growth continues, new Level I enrollments in North America have declined in light of the recent economic and financial sector turmoil.

OTHER EDUCATIONAL SERVICES

Advanced Academics

Advanced Academics, Inc. (“AAI”) is a leading provider of online secondary education. Founded in 2000 and headquartered in Oklahoma City, Oklahoma, AAI partners with school districts to help more students graduate high school. AAI supplements traditional classroom programs through Web-based course instruction using highly qualified teachers and a proprietary technology platform specifically designed for secondary education. DeVry acquired Advanced Academics on October 31, 2007.

AAI also operates virtual high schools in six states. Since its inception, AAI has delivered online learning programs to more than 60,000 students in more than 300 school districts. The addition of AAI has further diversified DeVry’s curricula.

Fanor

On April 1, 2009, DeVry completed its acquisition of a majority stake in Fanor, a leading provider of private postsecondary education in northeastern Brazil. Founded in 2001 and based in Fortaleza, Ceará, Brazil, Fanor is the parent organization of Faculdades Nordeste, Faculdade Ruy Barbosa, Faculdade FTE, and Faculdade ÁREA1. These institutions operate five campus locations in the cities of Salvador and Fortaleza, and serve more than 10,000 students through undergraduate and graduate programs focused in business management, law and engineering. The addition of Fanor has further diversified DeVry’s curricula and expands DeVry’s international presence.

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COMPETITION

DeVry University

The postsecondary education market is highly fragmented and competitive; no single institution has a significant market share. According to the NCES, there were approximately 6,550 Title IV eligible postsecondary institutions in the United States as of the 2007-08 academic year, including approximately 2,730 private, for-profit (“market-funded”) schools; approximately 2,000 public schools (“publicly-funded” e.g. state institutions and community colleges); and approximately 1,820 private, not-for-profit (“privately-funded”) schools. According to the NCES, in 2007 approximately 18.2 million students were attending degree-granting institutions that participate in the various financial aid programs under Title IV of the Higher Education Act.

In every market in which DeVry University operates, there are numerous state institutions, community colleges, and privately-funded universities. In particular, there is growing competitive pressure from community colleges, traditional universities, and technical colleges that offer industry-specific certification programs, particularly in the computer information field. In addition, there is growing competition from online programs (by market-funded, publicly-funded and privately-funded institutions) and site-based market-funded school programs.

Tuition at independent privately-funded institutions is, on average, higher than the tuition at DeVry University. Publicly-supported colleges may offer similar programs at a lower tuition level because of government subsidies, tax-deductible contributions, and other financial sources not available to market-funded schools. In fact, many local community colleges offer programs similar in content to DeVry University’s associate degree programs, but at a much lower tuition. While community college enrollments have grown significantly in recent years and these institutions may be viewed as competitors, they also provide DeVry University an opportunity: it has a number of articulation and transfer agreements in place with community colleges that make it easier for their graduates to continue their education to earn a bachelor’s degree at DeVry University.

For more information on DeVry University tuition, please read the section entitled “Tuition and Fees.”

Geography and Consistency

DeVry University campuses and centers are located in 26 states, with multiple locations within many of the states, as well as one location in Canada. As such, DeVry University offers a national system of educational offerings to adults who may be transferred or choose to move from one part of the country to another. In addition, we offer all our graduate programs and nearly all undergraduate programs through DeVry University’s online delivery, making these programs available to all qualified students in all 50 states and internationally without regard to their location or daily schedule. In most markets where it operates, DeVry University offers a broader range of elective course options than its competitors.

To ensure that students can readily transfer from one DeVry University location to another without disrupting their studies, our graduate and undergraduate curricula generally are consistent at all locations (with some content variations to meet local employment market and/or regulatory requirements).

Undergraduate Programs

DeVry University’s competitive strengths in the market for undergraduate programs include:

Career-oriented curricula developed with employer input to ensure that graduates learn marketable skills;

Faculty with relevant industry experience;

Well-developed and professionally staffed undergraduate career service programs;

National brand name recognition and market presence;

Regional accreditation;

Modern facilities and well-equipped laboratories;

Flexibility and convenience with classes offered at more than 90 locations and online;

Evening, weekend, and online class schedules;

Year-round academic schedules that permit more flexible attendance and earlier graduation; and

Bachelor’s degree programs that can be completed in three years, giving DeVry University students the financial advantage of entering the work force one year earlier than their counterparts at traditional four-year undergraduate institutions.

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In recent years, DeVry has increased its competitiveness by enhancing several of the undergraduate programs, expanding DeVry University online offerings, and adding DeVry University centers. As a result, we offer more locations, and more flexible class schedules and learning formats, than most other educational institutions. Undergraduate classes at DeVry University campuses generally are offered in morning, afternoon and evening sessions, which help students maintain part-time jobs. Undergraduate classes at DeVry University centers generally are offered in the evening for the convenience of predominantly working adult students, but daytime classes are offered at centers in markets where there is deemed to be sufficient demand.

Graduate Programs

DeVry University’s competitive strengths in the market for graduate programs include:

A practitioner approach to education that stresses skills and strategies that employers value;

Excellence in teaching by a faculty of practicing professionals;

A high level of service to the adult student, including flexible schedules and locations that are convenient to where many students work;

Convenience of more than 80 onsite teaching locations in major metropolitan areas nationwide and online; and

Flexible schedules with six sessions each year that enable new students to start their program any time of the year and continuing students to take a session off, if necessary, to accommodate their schedules.

Graduate programs, both onsite and online, are offered in six, eight-week sessions each year. Classroom-based courses generally meet once a week, either in the evening or on Saturday, for the convenience of students with heavy travel or other demands on their time.

As the market for adult education programs has expanded in recent years, other schools have implemented multi-location evening and weekend programs. Enrollments in DeVry University’s graduate programs continue to increase, demonstrating the recognition it has earned as an innovator in providing high quality practical education.

Medical and Healthcare

Ross University

In the medical education market, Ross University competes with the 131 U.S. schools of medicine, 25 U.S. colleges of osteopathic medicine, and approximately 30 Caribbean medical schools. In the veterinary education market, Ross competes with AVMA accredited schools, of which 28 are U.S., five are Canadian and eight are international veterinary schools. In addition, Ross competes with two non-AVMA Caribbean veterinary schools.

Ross University attracts potential students for several reasons. For some, Ross is their first or only choice of schools because of its commitment to and focus on practitioner-oriented teaching. Others applied to U.S.-based medical or veterinary schools but were not admitted or were wait-listed. Some students elected not to apply to U.S. schools because of self-perceived deficiencies in their academic record or standardized test scores.

For 2008, it is estimated that applications to U.S. medical and veterinary medical schools aggregated over 42,000 and 6,000, respectively. From these applicant pools, approximately 45% and 47%, respectively, were accepted. An additional estimated 4,400 students were accepted to U.S. osteopathic medical schools. Acceptance levels have remained largely unchanged for more than two decades, but have recently started to increase with the authorization or opening of several new allopathic and osteopathic schools.

Medical and veterinary school applicants who were denied admission or wait-listed at U.S. schools constitute a large segment of prospective students for Ross University. Based upon the number of Medical College Admission Test (“MCAT”) takers, which increased to approximately 75,000 in 2008 (up from approximately 67,800 in 2007), management believes the potential market for medical school students is much larger than the denied applicant pool alone.

According to the Association of American Medical Colleges, the demand for medical education is expected to increase over the next decade by approximately 30%, spurred by a physician supply/demand imbalance that is projected to grow. The capacity of U.S. medical schools has not changed materially in more than two decades. However, some expansion is likely in the U.S. medical education industry in the future because of the growing supply/demand imbalance for medical doctors. Management believes the veterinary medical education market is subject to some of the same forces.

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Compared to its market-funded competitors, Ross University enjoys several competitive advantages, including a large alumni base and strong reputation, federal financial aid eligibility for its students, and its historically large network of diverse geographical opportunities for clinical rotations.

In the last year for which there is published data (September 2002), more Ross University School of Medicine graduates obtained first year residency positions at U.S. teaching hospitals than graduates from any other medical school in the world, including those schools in the United States. Those residency appointments have been in virtually every medical specialty and subspecialty.

Chamberlain College of Nursing

Nursing constitutes the largest occupation in healthcare, with more than 2.3 million nursing jobs in the United States alone. It is estimated that more new nursing jobs will be created in the United States during the next decade than in any other healthcare profession. Despite the ongoing and increasing need for nurses, demand has not yet produced a sufficient increase in educational capacity. It is estimated by the National League for Nursing that over 99,000 qualified applicants were turned away from U.S. nursing schools in 2007 because of lack of capacity.

Nationally, Chamberlain competes in the nursing education market which has more than 800 programs leading to RN licensure. These include both four-year educational institutions and two-year community colleges. However, Chamberlain has an advantage over many of its competitors because it offers a three-year, year-round BSN program and the opportunity to take classes both onsite and online.

U.S. Education

The career college segment of the postsecondary education market is also highly fragmented and competitive; no single institution has a significant market share. Most students will not relocate or travel long distances to attend a career college, so competition is primarily localized geographically. Competitors range from large public community colleges to professionally operated multi-campus institutions to single campus family owned institutions. In general, community colleges offer the lowest tuition prices and have the largest enrollments.

A prospective career college student in most markets will have a choice of institutions offering similar programs. Apollo College and Western Career College compete successfully by focusing primarily on healthcare and nursing programs. Both institutions are well known in their local markets for offering:

A wide range of healthcare program offerings;

Attractive and conveniently located facilities;

Learning methodologies that blend didactic instruction with experiential laboratory exercises;

Faculty that have relevant work experience;

Relatively small class sizes;

High levels of service to students; and

Accelerated programs with a choice of class schedules.

Professional Education

Becker Professional Education competes with other methods of CPA and CFA exam preparation, including self-study resources from the CFA Institute, courses sponsored by affiliated CFA societies, courses offered by colleges and universities, and courses offered by other private training companies. Becker typically charges more for exam preparation than colleges and private competitors.

With its 50-plus year history and exceptional track record of preparing students to pass the CPA exam, Becker differentiates itself from competitors by providing:

Extensive and constantly updated review and practice test materials;

Experienced, well qualified instructors for each of the areas of specialty included in the exam;

Courses available in several formats, including live class, self study, and online sessions, to meet candidate needs for flexibility and control; and

Practice simulations and software functionality, similar to those used in the actual exam.

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Becker’s self study and online courses offer a wider range of study alternatives than other course providers. Becker students have a high success rate on the exam; some of Becker students enroll after taking other review courses or studying independently without success.

Stalla differentiates itself from competitors by employing an expert-led, comprehensive approach to preparation focused on helping candidates master and apply CFA curriculum topics and pass their exams. Other advantages over competing programs include:

An integrated, comprehensive curriculum produced and updated by dozens of CFA charterholders and subject matter experts;

An instructional team that includes charterholders, practitioners and subject matter experts, all of whom are skilled teachers;

Materials that are continually updated to reflect the most recent CFA curriculum, with a rigorous quality assurance process in place;

Complete format flexibility to address unique learning styles and candidate needs for flexibility and control. Courses are available in several formats, including live class, self study, and online sessions;

Unlimited access for all Stalla System candidates to a team of CFA charterholders, upon whom they can rely for ongoing and unlimited support and expert guidance; and

Tested, proven learning strategy addressing the four critical components to retention and exam success; Understand, Apply, Practice and Review.

CPA and CFA exam candidates can take advantage of the Becker review course content and methodology in conjunction with their DeVry University MBA or Master of Accounting and Financial Management programs, earning full academic credit. These credits also may be used to fulfill the 150-hour educational requirement that most states have made a prerequisite to becoming licensed as a certified public accountant. Extending the marketing and administrative benefits of joint operation, Becker offers classes at DeVry University locations or through online learning.

The Stalla CFA review course is taught live in a classroom setting in major financial centers around the world and in an online format and self-study format to reach potential exam takers not able to attend the classroom course. In the CFA exam preparation market, much like the CPA exam preparation market, Stalla competes with courses offered by local CFA Society chapters, other training companies, and student self-study.

STUDENT RECRUITING AND ADMISSION

DeVry University

Direct Recruiting

DeVry University employs approximately 1,400 admissions advisors, not including managers and other administrative staff who support the recruiting process, throughout the United States and Canada. Admissions advisors are salaried, full-time DeVry employees. There are admissions advisors at each DeVry University location who work with potential applicants.

Undergraduate students applying to DeVry University to take courses online are recruited primarily by admissions advisors, either at a DeVry University location if the applicant lives or works in the area, or by a central staff of admissions advisors who are dedicated to serving online applicants. Some applicants to online programs, who are in areas remote from a DeVry University location, including active military personnel on military bases, are recruited by a central staff of admissions advisors.

All graduate school students are recruited by admissions advisors.

Certain states and Canadian provinces require advisors and student recruiters to be licensed or authorized by a particular regulatory agency. Regulations governing student participation in U.S. federal financial assistance programs prohibit schools from paying commissions, bonuses, or incentives to student recruiters based directly or indirectly on the number of students they enroll. DeVry University’s compensation practices have been designed to be in compliance with current regulations.

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Many of DeVry University’s applicants are older working adults who want to attend class in the evening or on weekends, recently unemployed adults seeking to improve their job skills, and students transferring to a DeVry University undergraduate program from nearby colleges and universities. In addition, DeVry University has entered into articulation agreements with community colleges to facilitate the enrollment of their students seeking to transfer course credits to DeVry University. A growing number of new students enrolling in our undergraduate programs have some prior college experience. In addition, military veterans with military-specific technical training are attracted to DeVry University’s practical career-oriented education and extensive geographic reach.

Admissions advisors visited more than 8,000 high schools, community colleges, military bases, and other locations in North America last year, making presentations on career choices — particularly in business and technology-related fields — and on the importance of a college education. Participating students complete career surveys, which provide an important source of recruiting inquiries. Admissions advisors also receive student inquiries generated by DeVry University’s web site, the Internet, direct mail, television, radio and print advertising. Follow-up interview sessions with prospective students generally take place at a DeVry University location or in the student’s home with his or her parents.

DeVry University also recruits students through its Keller Center for Corporate Learning program. The program is designed to meet the education needs of corporate clients and their employees with DeVry University program offerings. A national network of corporate account managers directs its student recruiting efforts primarily at Fortune 1000 companies leveraging relationships with these clients through DeVry University’s career services organization.

Marketing and Outreach

DeVry University currently advertises on various Internet sites, television and radio, in magazines and newspapers, and utilizes telemarketing and direct mail to reach prospective students. During fiscal 2009, we increased efficiency in inquiry generation marketing efforts, focusing on nationally efficient advertising vehicles, including Internet, television, radio and direct mail. We continuously update our marketing programs in order to better communicate the quality of our degree programs and the value of a DeVry University education. In September 2009, we will launch a highly integrated brand initiative that further refines our focus on DeVry University’s 30-plus years of graduate employment success, while emphasizing DeVry University as an accredited, highly-respected academic institution. The refined brand campaign is grounded in ongoing in-depth consumer, marketplace and brand research, and will leverage a number of channels, including broadcast, print and Internet advertising, public relations, and social media, as well as local marketing efforts. By building upon the equity we have in preparing our students for the careers of tomorrow, as well as the depth and breadth of our university’s degree offerings, we will re-energize the brand and increase potential student awareness of and interest in DeVry University.

DeVry University serves high school students in several unique ways. Since July 2004, we have worked with the Chicago Public School system to create the DeVry University Advantage Academy. This program allows high school students with an aptitude for mathematics and technology to complete their junior and senior year of high school coursework at DeVry University’s Chicago campus while also taking college-level courses taught by DeVry University faculty. Upon completion, Advantage Academy students will have the opportunity to graduate with both a high school diploma and an associate degree in Network Systems Administration. All tuition, textbooks, and educational materials are paid for by the Chicago Board of Education and DeVry University. Since its inception in 2004, 544 students have enrolled in the DeVry University Advantage Academy. From the first four cohorts, approximately 92% of the students earned their high school diploma, and approximately 92% earned their associate degree. Approximately 39% of the associate degree graduates have continued on for their bachelor’s degree at DeVry University. A class of approximately 115 students will begin in September 2009. DeVry University replicated this model program with the Columbus, Ohio School District in July 2006. In June 2009, the Columbus Advantage Academy graduated a class of 22 students, most of whom are continuing their education, enrolling at colleges and universities across the United States this fall to pursue bachelor’s degrees. In July 2009, a class of 24 students began. Efforts are underway to launch similar Advantage Academy programs in other metropolitan areas.

Other outreach and recruitment initiatives include weekend SAT preparatory classes for high school seniors, Career Reality workshops to teach students and educators about trends in business and industry, free summer classes for high school students seeking a head start on business and technology college credits, and fellowships for high school and community college faculty and administrators. Another example is HerWorld®, an innovative program designed to encourage and reinforce interest in business and technology careers among high school girls.

Admissions Standards

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To be admitted to a DeVry University undergraduate program in the United States, an applicant must be either a high school graduate from a DeVry-recognized institution, have a General Education Development (“GED”) certificate, or hold a degree from a DeVry University-approved postsecondary institution. Applicants for admission must be at least 17 years old and complete an interview with an admissions advisor/representative. In Canada, an applicant must meet either the same criteria as in the United States, or meet alternative “mature student” criteria. International applicants must provide documentation demonstrating the required level of prior education, satisfy the English-language proficiency requirement and meet all other admission requirements.

All applicants must meet prescribed admission qualifications and attain minimum placement examination scores, which vary depending on the program. Students take the Accuplacer computer-adaptive placement tests designed by The College Board or the DeVry online computer adaptive placement tests developed internally, to assess applicants’ achievement levels and developmental needs during the admission process. ACT or SAT examination scores deemed appropriate for the desired program, or acceptable grades in qualifying college-level work completed at an approved postsecondary institution, also can be used to meet undergraduate admission requirements.

After prospective students complete an application, an admissions advisor/representative contacts them through phone calls, mailings, and invitations to site-based workshops or other events to improve the rate at which such applicants begin their program of study.

To be admitted to a graduate program, applicants must hold a bachelor’s degree from a U.S. institution that is accredited by or is in candidacy status with a U.S. regional accrediting agency or selected national accrediting agencies or international institutions recognized as the equivalent, and complete an interview with an admissions advisor/representative. International applicants must hold a degree recognized to be equivalent to a U.S. baccalaureate degree, satisfy the English-language proficiency requirement, and meet all other admission requirements. Applicants whose undergraduate cumulative grade point average is 2.70 or higher are eligible for admission. Applicants with a cumulative grade point average below 2.70 must achieve acceptable scores on the Graduate Management Admission Test (“GMAT”), the Graduate Record Examination (“GRE”) or the Keller-administered admission test. Admissions decisions are based on evaluation of a candidate’s academic credentials, entrance test scores, and a personal interview.

Medical and Healthcare

Ross University

The Ross University School of Medicine and School of Veterinary Medicine focus their marketing efforts on attracting highly qualified, primarily U.S. and Canadian applicants, with the motivation and requisite academic ability to complete their educational programs and pass the United States Medical Licensing Exam and the North American Veterinary Licensure Examination, respectively. Ross’ marketing effort includes direct e-mail marketing, visits to undergraduate campuses to meet students and their pre-med/pre-vet advisors, targeted direct mail campaigns, information seminars in 40 major markets throughout the United States, Canada, and Puerto Rico, alumni referrals, a national undergraduate poster campaign, radio advertisements in select markets and print ads in major magazines and newspapers.

Ross employs regional admissions representatives in ten cities throughout the U.S. and in Ontario, Canada, who seek out and pursue student interest in our two programs. Senior Associate Directors of Admissions and Associate Directors of Admission recruit, interview, admit, and enroll all new students to each of our three entering cohorts. The successful applicant must have all prerequisite sciences (with labs), mathematics, and English courses as dictated by the admissions committee of both the medical and veterinary schools respectively. All candidates for admission must interview with an associate director at one of our sites in New Jersey, Miami, Providence, Charlotte, Dallas, Los Angeles, Anaheim, Orlando, Denver, Chicago or Ontario, Canada. All admission decisions are made by the admissions committees of the medical and veterinary schools.

Chamberlain College of Nursing

Chamberlain utilizes varied marketing approaches to generate interest from potential students. Chamberlain recruiters visit Arizona, Illinois, Missouri, Ohio and Florida high schools, employ targeted direct mail and Internet campaigns, cultivate alumni referrals and participate in information seminars and career fairs. Chamberlain holds open house events to attract local prospective students, and advertises in healthcare career publications, in newspapers, and on television and radio. Chamberlain’s extensive informational web-site generates nearly one-third of all potential applicant inquiries.

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Chamberlain employs regional admissions representatives who arrange for student interviews and campus tours. Admission requirements include a high school diploma or GED; minimum cumulative grade point average requirements vary depending upon the program. Applicants must pass the Chamberlain standard pre-admission exam or obtain a prescribed minimum score on the ACT or SAT exam, depending upon the program in which the applicant is interested. Admissions decisions are made by an admissions committee.

U.S. Education

Apollo College and Western Career College utilize varied marketing approaches to generate interest from potential students. Recruiters visit high schools in Arizona, California, New Mexico, Nevada, Oregon, Washington and Idaho. Apollo College and Western Career College also conduct local advertising campaigns using broadcast media, print media, targeted direct mail and digital media. In addition, Apollo College and Western Career College hold open house events to attract local prospective students, cultivate alumni referrals, and participate in information seminars and career fairs.

Professional Education

Becker Professional Education markets its courses directly to potential students and to selected employers, primarily the large national and regional accounting and financial services firms. Alumni referrals, direct mail, print advertising, electronic mail, and a network of on-campus recruiters at colleges and universities across the country also generate new students for Becker’s CPA and CFA review courses. The Becker web-site is another source of information for interested applicants.

Becker Professional Education delivers its CPA review courses on about 100 college campuses, recruiting students attending those institutions. Becker also is the preferred provider of CPA review for several of the country’s largest CPA firms, partnering with 98 of the top 100 public accounting firms, including each of the Big 4 Firms.

The CFA exam review course is now offered in an expanded number of classroom locations and online. Dozens of CFA societies, including those in Toronto, Washington D.C., Chicago, Singapore, and Hong Kong, have adopted Stalla as their provider of choice for CFA preparation courses and programs. In fact, 15 of the top 20 CFA societies in the world (in terms of membership count) have endorsed Stalla as their provider of choice for their local CFA member candidates. Also, multiple prominent investment firms and universities are on the Stalla client roster, further expanding the reach and prominence of the Stalla brand.

ACCREDITATION

Educational institutions and their individual programs are awarded “accreditation” by achieving a level of quality that entitles them to the confidence of the educational community and the public they serve. Accredited institutions are subject to periodic review by accrediting bodies to ensure continued high performance and institutional and program improvement and integrity, and to confirm that accreditation requirements continue to be satisfied.

DeVry University

Regional accreditation in the United States is a voluntary process designed to promote educational quality and improvement, and is an important strength for DeVry University. Management believes regional accreditation offers DeVry University a significant advantage over most other market-funded colleges. DeVry University has been accredited by the Higher Learning Commission (“HLC”) of the North Central Association of Colleges and Schools, which is one of the six regional collegiate accrediting agencies in the United States. College and university administrators depend on the accredited status of an institution when evaluating transfers of credit and applications to their schools; employers rely on the accredited status of an institution when evaluating a candidate’s credentials; and parents and high school counselors look to accreditation for assurance that an institution meets quality educational standards. Moreover, accreditation is necessary for students to qualify for federal financial assistance, and most scholarship commissions restrict their awards to students attending accredited institutions.

Keller Graduate School of Management was first awarded its accreditation in 1977, and DeVry Institutes was first awarded North Central Association (now HLC) accreditation in 1981. Each school was separately accredited until February 2002, when the North Central Association approved the merger of DeVry Institutes and Keller Graduate School into a single institution with the name DeVry University. After a comprehensive evaluation visit in August 2002, the HLC approved a 10-year re-accreditation for DeVry University. HLC further affirmed that DeVry University can offer, without restriction, any of its programs onsite, online, or through any combination of the two. In September 2008, DeVry University was accepted into the Academic Quality Improvement Program (AQIP) of the HLC, a seven year accreditation reaffirmation process based on creating a culture of continuous improvement, one of DeVry University’s key values.

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In addition to regional accreditation, the baccalaureate electronics engineering technology programs at most of DeVry University’s U.S. locations are accredited by the Technology Accreditation Commission of ABET (“TAC of ABET”), an accreditation board for applied science, computing, engineering, and technical educations. Baccalaureate computer engineering technology programs at several DeVry University U.S. locations are also accredited by TAC of ABET. The associate level electronics engineering technology program in North Brunswick, New Jersey is also TAC of ABET accredited.

The associate degree in health information technology is offered online and at DeVry University locations in Atlanta, Chicago, Columbus, Dallas, Ft. Washington, Houston, and Southern California. These programs are accredited by the Commission on Accreditation for Health Informatics and Information Management Education. Additional DeVry campuses are in the process of applying for this accreditation for their programs.

The province of Alberta granted accreditation to DeVry Calgary to confer Bachelor of Technology degrees in 2001 and accreditation to confer Bachelor of Science degrees in 2006. DeVry Calgary is the first and only market-funded institution in Canada to be provincially accredited to grant bachelor’s degrees. Through an arrangement with the Alberta Department of Advanced Education, the State of Arizona, and the HLC, the computer engineering technology and network and communications management curricula offered at DeVry Calgary fall under the accreditation of DeVry University (Arizona) as an offsite instructional location. The computer engineering technology and electronics engineering technology programs are accredited by the Canadian Technology Accreditation Board.

Medical and Healthcare

Ross University

The Commonwealth of Dominica authorizes Ross University School of Medicine to confer the Doctor of Medicine degree. The medical school is recognized and accredited as a University and School of Medicine by the Dominica Medical Board (“DMB”). The National Committee on Foreign Medical Education of the U.S. Department of Education has affirmed that the DMB has established and enforces standards of educational accreditation that are comparable to those promulgated by the U.S. Liaison Committee on Medical Education. Ross University has also received four-year accreditation by the Caribbean Accreditation Authority for Education in Medicine and other Health Professions. In addition, Ross University is approved by the four U.S. states – California, Florida, New Jersey and New York — that have processes in place to evaluate and accredit an international medical school’s programs, allowing Ross students to participate in clinical residency training programs in those states.

The Veterinary School has been recognized and accredited as a University and School of Veterinary Medicine by the government of the Federation of St. Christopher and Nevis (“St. Kitts”) and is chartered to confer the Doctor of Veterinary Medicine degree. The Veterinary School is American Veterinary Medical Association (“AVMA”) listed and has affiliations with 21 AVMA-accredited U.S. colleges of veterinary medicine so that Ross students can complete their final three semesters of study in the United States. Only students who graduate from an AVMA-listed school are eligible for U.S. licensure.

The Veterinary School has undergone a consultative visit from the AVMA Council on Education as a precursor to the University applying to the AVMA for accreditation as an international school. The University has received a site visit report covering the consultative visit from the AVMA Council on Education and a follow-up report and is implementing the AVMA’s recommendations.

Chamberlain College of Nursing

Chamberlain College of Nursing is HLC accredited. The ASN, BSN and MSN programs are approved by the respective State Boards of Nursing of Arizona, Illinois, Missouri, Ohio and Florida and are accredited by the National League for Nursing Accrediting Commission. The BSN program is also accredited by the Commission on Collegiate Nursing Education.

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U.S. Education

Apollo College is nationally accredited by the Accrediting Council of Independent Colleges and Schools. Western Career College is regionally accredited by the Accrediting Commission for Community and Junior Colleges of the Western Association of Schools and Colleges. In addition to the institutional accreditations, Apollo College and Western Career College hold a number of programmatic accreditations, including:

Apollo College		Western Career College
ABHES for Medical Assisting		Commission on Accreditation of Allied Health
Committee on Accreditation for Respiratory Care		Education Programs
Commission on Dental Accreditation		American Veterinary Medical Association
Joint Review Committee on Education in		American Society of Health-Systems Pharmacists
Radiologic Technology		Commission on Dental Accreditation
Joint Review Committee on Education in Diagnostic		Board of Vocational Nursing and Psychiatric
Medical Sonography		Technicians
Commission on Accreditation in Physical Therapy Education		Board of Registered Nursing
		Committee on Dental Auxiliaries

Other Educational Services

Advanced Academics

Advanced Academics is accredited by the North Central Association of Colleges and Schools and the Commission on International and Trans-Regional Accreditation.

Fanor

Fanor’s institutions are accredited by the Brazilian Ministry of Education.

APPROVAL AND LICENSING

DeVry needs authorizations from many state or Canadian provincial licensing agencies or ministries to recruit students, operate schools, conduct exam preparation courses, and grant degrees. Generally, the addition of any new program of study or new operating location also requires approval by the appropriate licensing and regulatory agencies. In the United States, each DeVry University, Ross University clinical locations, Chamberlain College of Nursing, Apollo College and Western Career College location is approved to grant associate, bachelor’s and/or master’s degrees by the respective state in which it is located.

Many states and Canadian provinces require market-funded postsecondary education institutions to post surety bonds for licensure. In the United States, DeVry has posted approximately $22.6 million of surety bonds with regulatory authorities on behalf of DeVry University, Chamberlain College of Nursing, Apollo College, Western Career College and Becker Professional Education. DeVry has posted CDN $0.3 million of surety bonds with regulatory agencies in Canada.

Certain states have set standards of financial responsibility that differ from those prescribed by federal regulation. DeVry believes it is in material compliance with state and Canadian provincial regulations. If DeVry were unable to meet the tests of financial responsibility for a specific state, and could not otherwise demonstrate financial responsibility, DeVry could be required to cease operations in that state. To date, DeVry has successfully demonstrated its financial responsibility where required.

TUITION AND FEES

DeVry University

Effective with the summer 2009 term, DeVry University’s U.S. undergraduate tuition ranges from $550 to $595 per credit hour for students enrolling in 1 to 11 credit hours. Tuition ranges from $330 to $355 per credit hour for each credit hour in excess of 11 credit hours. These tuition rates vary by location and/or program and represent an expected weighted average increase of approximately 6.6% as compared to the summer 2008 term. However, effective with the summer 2009 term, DeVry University consolidated several of its student fees including graduation, transcript, technology and student activity fees into a lesser student services charge. The effective weighted average tuition increase was approximately 5.5% when the fee reduction is taken into account.

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Based upon current tuition rates, a full-time student enrolling in the five-term undergraduate network systems administration program will pay total tuition ranging from $34,260 to $35,815. A full-time student enrolled in the eight-term undergraduate business administration program will pay total tuition ranging from $60,330 to $63,070, including the application fee and tuition deposit.

Among four-year institutions, DeVry University’s undergraduate tuition during the 2007-08 academic year was lower than the average tuition of private schools and comparable to the average out-of-state tuition of public schools, but it was higher than the average in-state tuition of publically supported institutions, according to data published by the National Center for Education Statistics. At four-year private schools, the average annual undergraduate tuition and fees for the 2007-2008 academic year was $19,047 at not-for-profit schools (a 6.2% increase from the prior year) and $14,908 at for-profit schools (a 4.5% increase). The average annual undergraduate tuition and fees at four-year public schools was $5,730 for in-state (a 4.3% increase) and $13,595 for out-of-state tuition (a 3.5% increase).

Effective with the July 2009 term, Keller Graduate School of Management program tuition per classroom course (four quarter credit hours) ranges from $1,995 to $2,200, depending on location. This represents an expected weighted average increase of 4.6%. The price for a graduate course taken online is $2,200, compared to $2,100 previously.

If a student leaves school before completing a term, federal, state, and Canadian provincial regulations permit schools to retain a set percentage of the total tuition received. This amount varies with, but generally equals or exceeds, the percentage of the term the student completes. Excess amounts are refunded to the student or the appropriate financial aid funding source.

Some DeVry University programs, including the computer information systems and electronics and computer technology programs require students to purchase a laptop computer at some locations. Students also must purchase their own textbooks, electronic course materials and supplies.

Medical and Healthcare

Ross University

Effective September 2009, tuition and fees for the beginning basic sciences portion of the programs at the medical and veterinary schools are $14,665 and $14,375, respectively, per semester. This tuition rate represents an increase from September 2008 tuition rates of approximately 7.4% for the medical school and 5.3% for the veterinary school. Tuition and fees for the final clinical portion of the programs are $16,100 per semester for the medical school, and $18,050 per semester for the veterinary school. These amounts do not include the cost of books, supplies, transportation, and living expenses.

DeVry believes that Ross University’s tuition is at the middle of the range among private medical and veterinary schools, but approximately equal to or higher than tuition in publicly supported medical and veterinary schools. Tuition rates at most medical and veterinary schools, including Ross University, have increased every year, and management believes rates will continue to increase.

Chamberlain College of Nursing

Tuition for the 2009-2010 academic year is $595 per credit hour for students enrolled in the BSN (onsite), ADN and LPN-to-RN programs. Students enrolled on a full-time basis (between 12 and 17 credit hours) are charged a flat tuition amount of $7,140 per semester. This represents an increase from 2008-2009 academic year tuition rates of approximately 9%. However, effective with the summer 2009 term, Chamberlain consolidated several of its student fees into a lesser student services charge. The effective weighted average tuition increase was approximately 8% when the fee reduction is taken into account. These amounts do not include the cost of books, supplies, transportation or living expenses.

Tuition for the 2009-2010 academic year is $575 per credit hour for students enrolled in the RN-to-BSN online degree program. Students enrolled on a full-time basis (between 12 and 17 credit hours) are charged a flat tuition amount of $6,900 per semester. Tuition for the 2009-2010 academic year is $735 per credit hour for students enrolled in the online MSN program.

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DeVry believes that Chamberlain’s tuition is in the middle of the range among private nursing schools, but equal to or higher than tuition in publicly supported schools. Tuition rates at most nursing schools have increased every year, and management believes they will continue to increase.

U.S. Education

On a per credit hour basis, tuition for Apollo College and Western Career College programs ranges from $338 per credit hour to $1,602 per credit hour for non-general education courses, with the wide range due to the nature of the program. General Education courses are charged at $295 per credit hour at Apollo, $345 per credit hour at Western Career College. Student tuition is reduced accordingly for any incoming academic credits that are applicable. Students are charged a non-refundable registration fee ranging from $95 to $100, and they are also charged separately for books and special (program specific) supplies and/or testing. A student services fee ranging from $75 to $150 is charged at Apollo College as well, depending on the program. Total program tuition ranges from approximately $12,000 for core programs to over $60,000 for some advanced programs.

Tuition was raised approximately 3.5% on July 1, 2008. Tuition was increased a comparable percentage in July 2009.

Tuition for programs offered by Apollo College and Western Career College is based primarily on market conditions affecting the programs and the locations in which they are offered. U.S. Education’s pricing strategy is to leverage its high quality programs by pricing them at the high end of the range of comparable market-funded institutions.

Professional Education

The price of the complete classroom Becker CPA review course, including an administrative fee, is $2,900. The complete CPA review course on CD-ROM and the complete online review course are the same price. Exam candidates may elect to enroll for individual sections of the exam review course at a price of $935 per section. Becker offers discounts from these tuition rates under various enrollment promotions at college campuses and for students employed by participating accounting firms.

The current list prices for the CFA exam course packages range from $1,290 to $1,590, and Stalla offers various promotional program discounts and stand alone preparation prices.

FINANCIAL AID AND FINANCING STUDENT EDUCATION

Students attending DeVry University, Ross University, Chamberlain College of Nursing, Apollo College and Western Career College finance their education through a variety of sources, including government-sponsored financial aid, private and university-provided scholarships, employer-provided tuition assistance, veteran’s benefits, private loans and cash payments. Students attending the Becker Professional Education review courses are not eligible for federal or state financial aid, but many receive partial or full tuition reimbursement from their employers.

The following table summarizes DeVry’s cash receipts from tuition payments by fund source as a percentage of total revenue for the fiscal years 2008 and 2007, respectively. Final data for fiscal year 2009 is not yet available.

	Fiscal Year
Funding Source:	2008			2007
Federal Assistance (Title IV) Program Funding:
Grants and Loans		70	%		64	%
Federal Work Study		1	%		1	%
Total Title IV Program Funding		71	%		65	%
State Grants		3	%		3	%
Private Loans		5	%		6	%
Student accounts, cash payments, private scholarships, employer and military provided tuition assistance and other		21	%		26	%
Total		100	%		100	%

DeVry University assists its undergraduate students in locating part-time employment to supplement their incomes and help finance their education. Data from the National Center for Education Statistics indicates that almost half of all full-time college students between the ages of 18 and 24 are employed, but we believe the employment rate among DeVry University full-time undergraduate students is higher.

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All financial aid and assistance programs are subject to political and governmental budgetary considerations. In the United States, the Higher Education Act (“HEA”) guides the federal government’s support of postsecondary education. The HEA was last reauthorized by the United States Congress in July 2008, and was signed into law by the President in August 2008.

Information about Particular Government Financial Aid Programs

DeVry University, Ross University, Chamberlain College of Nursing, Apollo College and Western Career College students participate in many U.S. and Canadian financial aid programs. Each of these programs is briefly described below.

United States federal financial aid programs

Students in the United States rely on three types of U.S. Department of Education financial aid programs under Title IV of the Higher Education Act.

1. Grants. DeVry University and Chamberlain College of Nursing undergraduate, Apollo and Western Career College students may participate in the Federal Pell Grant, Federal Supplemental Education Opportunity Grant and the Academic Competitiveness Grant programs. Additionally, certain DeVry University undergraduate students may participate in the National Science and Mathematics Access to Retain Talent (“SMART”) Grant program.

Federal Pell grants. These funds, available to all eligible undergraduate students who demonstrate financial need, do not have to be repaid. For the 2009-2010 school year, eligible students can receive Pell grants ranging from $976 to $5,350. Students attending school year-round may receive two Pell grants. The maximum Pell funding a DeVry student may receive for one calendar year is $8,025.

Federal Supplemental Educational Opportunity Grant (“FSEOG”). This is a supplement to the Pell grant, and is only available to the neediest undergraduate students. Federal rules restrict the amount of FSEOG funds that may go to a single institution. The maximum individual FSEOG award is $4,000 per academic year, and educational institutions are required to supplement that amount with a 25% matching contribution. Institutional matching contributions may be satisfied, in whole or in part, by state grants, scholarship funds (discussed below) or by externally provided scholarship grants.

National Science and Mathematics Access to Retain Talent Grant (“SMART”). Most of DeVry University’s undergraduate programs qualify as an eligible program of study. The awards are restricted to Pell-eligible juniors and seniors who achieve and maintain a 3.0 cumulative grade point average. The awards are $4,000 per academic year.

Academic Competitiveness Grant (“ACG”). The awards are restricted to Pell-eligible students in their first or second year of post-secondary degree-seeking studies who have completed a rigorous secondary course of study. Rigorous courses of study are defined by state education authorities. Award amounts are $750 for students in their first year of study and $1,300 for students in their second year of study. Students in their second year of study must have attained a 3.0 cumulative grade point average.

2. Loans. DeVry University, Ross University, Chamberlain College of Nursing, Apollo College and Western Career College students may participate in the Stafford and PLUS programs within the Federal Family Education Loan Program (“FFELP”) and the William D. Ford Federal Direct Student Loan Program. DeVry University undergraduate students may also participate in the Federal Perkins Student Loan Program.

Subsidized Stafford loan: awarded on the basis of student financial need, it is a low-interest loan (a portion of the interest is subsidized by the Federal government) with interest charges and principal repayment deferred until six months after a student no longer attends school on at least a half-time basis. Loan limits per academic year range from $3,500 for students in their first academic year to $5,500 for students in their third or higher undergraduate academic year and increasing to $8,500 per academic year for graduate students.

Unsubsidized Stafford loan: awarded to students who do not meet the needs test or as an additional supplement to the subsidized Stafford loan for independent students. These loans incur interest from the time funds are disbursed, but actual principal and interest payments may be deferred until six months after a student no longer attends school on at least a half-time basis. Unsubsidized loan limits per academic year range from $6,000 for students in their first and second academic year to $7,000 in later years and increasing to $12,000 per academic year for graduate and professional program students. Additionally, a student without financial need may borrow an additional amount of unsubsidized loans up to the limit of the subsidized Stafford loan at their respective academic grade level. The total Stafford Loan limit for graduate students is $20,500 per academic year, with a $138,500 Stafford Loan aggregate borrowing limit that includes Stafford Loan amounts borrowed as an undergraduate. Of the $20,500 in academic year borrowings, no more than $8,500 may be in subsidized loans.

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PLUS loan: enables a graduate student or parents of a dependent undergraduate student to borrow additional funds to meet the cost of the student’s education. These loans are not based on financial need, nor are they subsidized. Interest begins to accrue, and repayment obligations begin, immediately after the loan is fully disbursed. Graduate students and parents may also borrow funds through the Federal Graduate PLUS program up to the cost of attendance which includes allowances for tuition, fees and living expenses.

Federal Perkins loan: is a low-interest loan available only to those students who demonstrate exceptional financial need. Perkins loans are available up to a maximum of $5,500 per award year. Ongoing funding for this program is provided from collections on loans issued in previous years. When students repay principal and interest on these loans, that money goes to the pool of funds available for future loans to students at the same institution.

3. Federal work-study. This program offers work opportunities, both on or off campus, on a part-time basis to undergraduate students who demonstrate financial need. Work-study wages are paid partly from federal funds and partly from qualified employer funds.

A U.S. Department of Education regulation known as the “90/10 Rule” affects only proprietary postsecondary institutions, such as DeVry University, Ross University and Chamberlain, Apollo College and Western Career College. Under this regulation, an institution that derives more than 90% of its revenues from federal financial assistance programs in any year may not participate in these programs for the following year. The following table details the percent of revenue from federal financial assistance programs for each of DeVry’s Title IV eligible institutions for fiscal years 2008 and 2007, respectively. Final data for fiscal 2009 is not yet available.

	Fiscal Year
	2008			2007
DeVry University:
Undergraduate		75	%		70	%
Graduate		75	%		65	%
Ross University		81	%		80	%
Chamberlain College of Nursing		62	%		70	%
U.S. Education:
Apollo College		79	%		76	%
Western Career College		77	%		61	%

DeVry University’s percent of revenue from federal financial assistance programs increased in fiscal year 2008 as compared to fiscal year 2007 primarily due to increased loan and grant limits. Chamberlain College of Nursing’s percent of revenue from federal financial assistance programs decreased in fiscal year 2008 as compared to fiscal year 2007 primarily due to an increase of students in the RN-to-BSN completion program who receive employer reimbursement or are self-pay students.

State financial aid programs

Several states, including Arizona, California, Colorado, Florida, Georgia, Illinois, Kentucky, Minnesota, New Jersey, New York, Ohio, Pennsylvania, Rhode Island and Vermont offer state grant and loan assistance to eligible undergraduate students.

Private Loan Programs

Some DeVry University, Chamberlain College of Nursing, Ross University, Apollo College and Western Career College students rely on private (nonfederal) loan programs for financial assistance. These programs are used to finance the gap between a student’s educational and living costs and their financial aid awards. The amount of the typical loan varies significantly according to the student’s enrollment and financial aid awards. DeVry estimates that approximately one-half of the borrowings under private loan programs are used by students to pay for non-educational expenses, such as room and board.

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Prior to 2006, Ross University students relied heavily on private loan programs to meet the gap between tuition and Stafford loan eligibility as well as to meet living costs. Legislation enacted in February 2006 expanded the parent loan program (PLUS) eligibility to graduate students. This lower-cost, non-credit based program is now used in place of private loan programs for most U.S. citizens and permanent residents.

Most private loans are approved using the student or co-borrower’s credit history. The cost of these loans varies, but in almost all cases will be more costly than the federal programs. The application process is separate from the traditional financial aid process. Student finance personnel at DeVry’s degree granting institutions coordinate these processes to ensure that all students receive assistance from the federal and state programs first. A small percentage of these loans were issued from school-backed pools. These pools were made available to students with little or no credit history or some adverse credit history, who otherwise would not qualify for a private loan. School-backed programs typically contain an up-front cost-sharing component or a recourse provision for defaulted loans. Less than 1% of the total private loans to DeVry University’s students were made under a school-backed program.

DeVry maintains a recommended lender list as a service to students, and selects the lenders through open and competitive requests for proposals. The recommended list helps students sort through an array of loan offers they may receive from scores of lenders. DeVry develops the list of recommended lenders based on their ability to provide services including the following:

Competitive rates and terms for students;

Access to and reliable delivery of both federal and private funds; and

High-quality customer service to borrowers.

DeVry absorbs any costs related to employees who sit on lender advisory boards, attend any lender-sponsored training, or receive any lender-sponsored services. DeVry does not accept any referral or marketing fees from lenders. DeVry is a voluntary signatory to the Student Loan Codes of Conduct developed by the Arizona, New Jersey and New York attorneys general.

Tax-favored programs

The United States has a number of tax-favored programs aimed at promoting savings for future college expenses. These include state-sponsored “529” college savings plans, state-sponsored prepaid tuition plans, education savings accounts (formerly known as education IRAs), custodial accounts for minors, Hope and Lifetime Learning credits, and tax deductions for interest on student loans.

Canadian government financial aid programs

Canadian citizens or permanent residents of Canada (other than students from Quebec) are eligible for loans under the Canada Student Loan Plan, which is financed by the Canadian government but administered at the provincial level. Canadian undergraduate students attending the DeVry University Calgary campus may also be eligible for provincial student loans. Eligibility and amount of funding vary by province. Students attending DeVry University on-line or in the United States or Ross University may be eligible for the Canada Student Loan program. The loans are interest-free while the student is in school, and repayment begins six months after the student leaves school. Qualified students also may benefit from Canada Study Grants (designed for students whose financial needs and special circumstances cannot otherwise be met), tax-free withdrawals from retirement savings plans, tax-free education savings plans, loan repayment extensions, and interest relief on loans.

DeVry-Provided Financial Assistance

DeVry’s EDUCARD® Plan is available to DeVry University and Chamberlain College of Nursing students; a similar option is available for Apollo and Western Career College and Ross University students. The EDUCARD® Plan is a proprietary loan program designed to assist students who are unable to completely cover educational costs by other means. EDUCARD® proprietary loans may be used only for tuition, books, and fees, and are available only after all other student financial assistance has been applied toward those purposes. Repayment plans for EDUCARD® Plan balances are developed to address the financial circumstances of the particular student. Under the deferred payment plan, certain students can arrange to defer all payments on tuition and fees for twelve weeks from the start of the term when the full amount is due. Interest charges accrue each month on the unpaid balance. Under the revolving loan plan, amounts owed by current students are subject to a monthly interest charge of one percent of the average outstanding balance. After a student leaves school, the student typically will have a monthly installment repayment plan with all balances due within 12 to 60 months.

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DeVry University undergraduate students also are eligible for numerous DeVry-sponsored scholarships. Scholarship programs generally are designed to attract recent high school graduates and students enrolled at community colleges, with awards that range from $1,000 per term up to the amount of full tuition. DeVry University has also provided funds in the form of institutional grants to help those students most in need of financial assistance.

DeVry University and Chamberlain College of Nursing students who receive employer tuition assistance may choose from several deferred tuition payment plans. Students eligible for tuition reimbursement plans may have their tuition billed directly to their employers or payment deferred until after the end of the session. Educational expenses paid by an employer on behalf of an employee generally are excludable from the employee’s income if provided under a qualified educational assistance plan. At present, the maximum annual exclusion is $5,250.

Professional Education

Students taking the Becker Professional Education review courses are not eligible for federal or state financial aid, but many receive partial or full tuition reimbursement from their employers. Private loans are also available to students to help meet the program costs.

Compliance with Legislative and Regulatory Requirements

Extensive and complex regulations in the United States and Canada govern all the government grant, loan, and work study programs in which DeVry University, Ross University, Chamberlain College of Nursing, Apollo College and Western Career College and their respective students participate. DeVry must comply with many rules and standards, including maximum student loan default rates, limits on the proportion of its revenue that can be derived from federal aid programs, prohibitions on certain types of incentive payments to student recruiters and financial aid officers, standards of financial responsibility, and administrative capability requirements. Like any other educational institution, DeVry’s administration of these programs is periodically reviewed by various regulatory agencies and is subject to audit or investigation by other governmental authorities. Any violation could be the basis for penalties or other disciplinary action, including initiation of a suspension, limitation or termination proceeding. Previous Department of Education and state regulatory agency program reviews have not resulted in significant findings or adjustments against DeVry. If a proceeding were initiated and caused the Department of Education to substantially curtail DeVry’s participation in government grant or loan programs, DeVry’s enrollments, revenues and accounts receivable could be all adversely affected.

The financial responsibility test for continued participation by an institution’s students in federal financial assistance programs is based upon a composite score of three ratios: an equity ratio that measures the institution’s capital resources; a primary reserve ratio that measures an institution’s ability to fund its operations from current resources; and a net income ratio that measures an institution’s ability to operate profitably. A minimum score of 1.5 is necessary to meet the Department of Education’s financial standards.

For the past several years, DeVry’s composite score has exceeded the required minimum of 1.5. Management believes it will continue to demonstrate the required level of financial stability. If DeVry were unable to meet requisite financial responsibility standards or otherwise demonstrate, within the regulations, its ability to continue to provide educational services, then DeVry could be required to post a letter of credit to enable its students to continue to participate in federal financial assistance programs.

Institutions that participate in U.S. federal financial aid programs must disclose information upon request about undergraduate student “completion rates” to current and prospective students. The federal Student-Right-To-Know Act defines the cohort of students on which the institution must report as “first-time, full-time, degree-seeking” students who enter the fall term. Completion rates calculated in accordance with the statute for each of DeVry University’s U.S. undergraduate campuses generally fall within the range of completion rates at selected four-year urban public colleges in the areas in which its campuses are located. However, its overall completion rate actually is higher than reported in these statistics: many DeVry University students have previously attended other colleges (and completion rates for undergraduate students entering with previous college experience generally are higher than for first-time students), but these students are not included in the completion rate statistics that are defined by the Student-Right-To-Know Act. In an effort to improve our completion rates as defined by the statute, DeVry University has changed undergraduate admission requirements and added student support services. For the 2002 freshman student cohorts (the latest period for which final completion statistics are available), the graduation rate for DeVry University U.S. undergraduates was 31.1% as compared to the 2001 rate of 31.3%.

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Specialized staff at DeVry’s Oakbrook Terrace, Illinois, headquarters review, interpret, and establish procedures for compliance with regulations governing financial assistance programs and processes financial aid applications. Because financial assistance programs are required to be administered in accordance with the standard of care and diligence of a fiduciary, any regulatory violation could be the basis for disciplinary action, including the initiation of a suspension, limitation, or termination proceeding.

In the United States, DeVry University, Chamberlain College of Nursing, Ross University, Apollo College and Western Career College have completed and submitted all required audits of compliance with federal financial assistance programs for fiscal year 2008. DeVry’s independent public accountants are currently conducting the required audits of the one-year period ended June 30, 2009. In conjunction with previously filed financial aid audit reports, DeVry University has been required to post letters of credit. As of August 2009, there were approximately $12.2 million in letters of credit outstanding, representing less than 2% of the Title IV aid administered in fiscal year 2008, relating to participation in federal financial aid assistance programs. These letters of credit expire in less than one year. No amount has ever been drawn under these letters of credit issued on behalf of DeVry.

As a part of its effort to monitor the administration of student financial assistance programs, the U.S. Department of Education and state grant agencies may conduct site visits and program reviews at any educational institution at any time. Reviews at several DeVry campuses have not resulted in any adverse material findings or adjustments.

In addition to the requirements that educational institutions must meet, student recipients of financial aid must maintain satisfactory academic progress toward completion of their program of study and an appropriate grade point average.

STUDENT LOAN DEFAULTS

The U.S. Department of Education has instituted strict regulations that penalize institutions whose students have high default rates on federal student loans. For a variety of reasons, high default rates are most often found in proprietary institutions and community colleges — all of which tend to have a higher percentage of low income students enrolled than do four-year publicly supported and independent colleges and universities.

Educational institutions are penalized to varying degrees under the FFELP or the William D. Ford Federal Direct Student Loan Program, depending on the default rate for the “cohort” defined in the statute. An institution with a cohort default rate that exceeds 20% for the year is required to develop a plan to reduce defaults, but the institution’s operations and its students’ ability to utilize student loans are not restricted. An institution with a cohort default rate of 25% or more for three consecutive years is ineligible to participate in these loan programs and cannot offer student loans administered by the U.S. Department of Education for the fiscal year in which the ineligibility determination is made and for the next two fiscal years. Students attending an institution whose cohort default rate has exceeded 25% for three consecutive years also are ineligible for Pell grants. Any institution with a cohort default rate of 40% or more in any year is subject to immediate limitation, suspension, or termination proceedings from all federal aid programs. DeVry carefully monitors students’ loan default rate and has never had a cohort default rate of 25% or more for three consecutive years, or of 40% or more in any one year. DeVry is not subject to any restriction or termination under any student loan program.

According to the U.S. Department of Education, the cohort default rate for all colleges and universities eligible for federal financial aid increased from 4.6% in fiscal year 2005 to 5.2% for fiscal year 2006 (the latest period for which data is available).

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Default rates for DeVry University, Ross University, Chamberlain College of Nursing, Apollo College and Western Career College students follow. The latest period for which final data is available is 2006.

	Cohort Default Rate
	2006			2005			2004			2003
DeVry University - Federal Family Education Loan Program		7.3	%		6.6	%		6.5	%		5.7	%
DeVry University – Federal Perkins Loan Program		6.6	%		6.9	%		8.5	%		11.7	%
DeVry University – Graduate Programs		1.4	%		1.7	%		2.3	%		2.0	%
Ross University – Medical School		0.1	%		0.0	%		0.2	%		0.1	%
Ross University – Veterinary School		0.1	%		0.1	%		0.4	%		0.0	%
Chamberlain College of Nursing		1.8	%		0.5	%		0.7	%		0.0	%
Apollo College		7.5	%		4.9	%		5.1	%		3.9	%
Western Career College		9.6	%		10.3	%		15.1	%		13.2.	%

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 student counseling and additional collection efforts and retaining outside loan service agencies.

CAREER SERVICES

DeVry University

DeVry University believes that the employment of its graduates is essential to its ability to attract and retain 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 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 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.

In the 10 year period ending October 2008, DeVry University’s U.S. campuses graduated more than 69,000 students who were eligible for career services assistance (this excludes graduates who continued their education, students from foreign countries not legally eligible to work in the United States, and other categories of students who were not available for employment). More than 58,000 graduates during this 10 year period actively pursued employment or were already employed; 89% of those held positions related to their program of study within six months of graduation.

For the three undergraduate classes that ended in calendar year 2008, there were 6,658 graduates from DeVry University’s U.S. undergraduate degree and diploma programs eligible for career service assistance, excluding the one-year post-baccalaureate information technology program (this excludes students continuing their education, students from foreign countries legally ineligible to work in the United States, and others ineligible for employment). From that pool of graduates, 6,001 actively pursued employment or were already employed. Within six months of graduation, 5,460, or 91% of those graduates were employed in positions related to their program of study. This compares to 92.8% who were employed in positions related to their program of study for the three classes that ended in calendar year 2007, and 91.9% who were employed in positions related to their program of study for the three classes that ended in calendar year 2006.

DeVry University believes that a significant number of graduating students currently employed in positions not directly related to their program of study have chosen to not actively seek other employment opportunities. For the three graduating classes in calendar year 2008, there were 438 graduates who were employed but not in positions related to their program of study. Of these individuals, 72% did not conduct an active employment search through DeVry University’s career services offices.

DeVry University’s 2008 graduates (associate and bachelor’s degree programs) achieved reported annual compensation ranging from $33,288 to $50,071 with an average compensation of $45,486. Individual compensation levels vary depending upon the graduate’s previous employment experience, program of study, and geographic area of employment.

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DeVry University believes that no single employer has hired more than 5% of our graduates in recent years. Major employers of DeVry undergraduates include Abbott Laboratories, Boeing, Dell, Federal Express, GE Healthcare, Hewlett-Packard, IBM, Intel, J.P. Morgan Chase, Motorola, Northrop Grumman, State Farm, Siemens, and UPS.

DeVry University hosted its first Virtual Career Fair on May 6, 2009, a simulated environment that mirrors a physical Career Fair. The Virtual Career Fair provided real-time employer/student interaction and great networking opportunities for students. More than 5,400 people (students, grads, and alumni) attended, and more than 25 companies participated including AT&T, Comcast, GE Healthcare, H&R Block, Hewlett Packard, IBM, IRS, Johnson & Johnson, Procter and Gamble: Research & Development, RedBox, Schlumberger, Staples, State Farm Insurance, Verizon Telecom, Volt Technologies, and Zen Technologies Ltd. As a result of this Fair, two people were hired, two have internships, and more than 25 interviews have been conducted. Due to its success, two additional Virtual Career Fairs have been scheduled for Fiscal Year 2010.

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 student 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 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.

U.S. Education

Apollo College and Western Career College provide career service support to students through dedicated employees at each campus location. The range of services provided includes: assistance in preparing resumes, coaching to define a job search strategy, coaching to improve interviewing skills, employer outreach initiatives to identify job opportunities, access to posted online job opportunities and guidance to help graduates obtain employment in their field of study.

SEASONALITY

DeVry’s quarterly revenue and net income fluctuate primarily as a result of the pattern of student enrollments. Generally, the schools’ highest enrollment and revenues typically occur in the fall, which corresponds to the second and third quarters of DeVry’s fiscal year. Enrollment is slightly lower in the spring, and the lowest enrollment generally occurs during the summer months. DeVry’s operating costs do not fluctuate as significantly on a quarterly basis.

Results of operations reflect both this seasonal enrollment pattern and the pattern of student recruiting activity costs that precede the start of every term. Revenues, operating income, and net income by quarter for each of the past two fiscal years are included in Note 16 to the Consolidated Financial Statements, “Quarterly Financial Data.”

EMPLOYEES

As of June 30, 2009, DeVry had the following number of employees:

	Faculty and Staff
	Full-time		Part-time		Part-time Student Employees		Total

DeVry University		5,352		61		515		5,928
Ross University		762		32		60		854
Chamberlain College of Nursing		177		4		25		206
U.S. Education		1,009		233		69		1,311
Becker Professional Education		183		26		--		209
Advanced Academics		142		20		--		162
Fanor		391		615		133		1,139
Home office staff		383		8		--		391
Total		8,399		999		802		10,200

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DeVry also utilizes independent contractors who teach as adjunct faculty and instructors. These independent contractors are not included in the above table. DeVry believes that its relationship with its employees is satisfactory. The only employees represented by a union are approximately 200 administrative and support employees of Ross University’s medical school campus in Dominica. These employees are covered by a collective bargaining agreement with a local union.

DeVry University

Each DeVry University campus and center is managed by a campus president or center director and has a staff of academic deans, faculty and academic support staff, admissions group, career service and student service personnel, and other professionals. Group vice presidents of operations oversee the campuses and centers in geographically defined areas.

Each DeVry University campus president hires academic deans and faculty members in accordance with internal criteria, accrediting standards, and applicable state law. More than 85% of our full-time undergraduate faculty members hold advanced academic degrees, and most faculty members teaching in technical areas have related industry experience. DeVry University offers sabbatical and other leave programs to allow faculty to engage in developmental projects or consulting opportunities so they can maintain and enhance their currency and teaching skills.

In addition to its regular faculty, DeVry University engages adjunct and visiting faculty — especially in the evening programs and at DeVry University Online — who teach on a part-time basis while continuing to work in their technical field or specialty.

Graduate program faculty members are primarily practicing business professionals who are engaged to teach on a course-by-course basis. We offer a multi-session course to train and develop new faculty throughout Keller’s national system. To support its practitioner faculty, DeVry University employs a core of academically and professionally qualified staff that includes curriculum managers and program directors. Over the past several years, graduate school courses have been taught selectively by full-time faculty to respond to student demand in areas of rapidly growing enrollment and to meet licensing approval requirements in certain states. Less than 10% of our graduate instructors, excluding non-faculty employees who teach courses on an occasional basis, are employed on a full-time basis.

DeVry University faculty members have teaching schedules that may include both day and evening classes. Some faculty may teach both graduate and undergraduate courses, depending upon their qualifications and the demand at specific locations or for specific courses.

Faculty members are evaluated periodically based on student comments and observations by an academic dean. DeVry University does not offer tenure.

Medical and Healthcare

Ross University

The Ross University School of Medicine and School of Veterinary Medicine are managed by deans with appropriate department chairs and course directors to oversee the educational operations. In addition, each campus has student services staff to assist with financial aid, housing, and other student-related matters. The campuses are supported by Ross Health Sciences, Inc., a central administrative staff, located in North Brunswick, New Jersey, and Miami, Florida.

Each medical school faculty member has a Ph.D. or an M.D. degree or both. The full-time faculty is supplemented by visiting or part-time instructors who are engaged to lecture on very specialized or emerging subjects. Each veterinary faculty member has either a Ph.D. or D.V.M. degree or both. Ross University faculty members are not tenured.

Chamberlain College of Nursing

Chamberlain College of Nursing campuses are managed by campus deans who are doctorally prepared nurse administrators. The campus deans report to a vice president of campus operations and are supported by a vice president of academic affairs who is responsible for standardized delivery of curricula on each campus. Student services staff is available to assist campus and online students with admissions, financial aid, housing, and other aspects of student life. Administration of the Chamberlain online program offerings is supported, in part, by staff at DeVry Online. The campuses and online program offerings are supported by a central administrative/management staff located in Addison, Illinois.

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In general, Chamberlain College of Nursing faculty members have a Master of Science in Nursing, and several have a Ph.D. Those faculty without a master’s degree are enrolled in a graduate program in nursing. General education courses are taught by DeVry University faculty. Chamberlain faculty members are not tenured.

U.S. Education

Apollo College and Western Career College campuses are managed by Campus Executive Directors. These Campus Executive Directors are supported by campus-based, director level support staff in the functional areas of admissions, career services, financial aid, student records, and academics. Further support and oversight in the areas of academics, accounting, financial aid, marketing, human resources, and information technology are provided by divisional staff located in Phoenix, Arizona (Apollo College) and Sacramento, California (Western Career College).

U.S. Education has its main office in Mission Viejo, California. Support functions in accounting/finance, marketing, information technology, real estate, risk management and human resources are maintained at this office.

All Apollo College and Western Career College faculty members must meet the minimum academic credentialing requirements as set forth by their respective institutional and programmatic accreditation bodies, as applicable.

Professional Education

Becker Professional Education is managed by a staff based primarily in DeVry’s Oakbrook Terrace home office that supports its operations. Certain regional operations, as well as some other functions such as curriculum development, are managed and located throughout the United States and Canada. Becker’s faculty consists primarily of practicing professionals and university professors who teach the review courses on a part-time, course-by-course basis.

Other Educational Services

Advanced Academics

The majority of Advanced Academics’ employees work at its home office located in Oklahoma City, Oklahoma. The staff includes state certified high school teachers, high school counselors, student service, curriculum development, information technology, student recruiting, finance and administrative personnel. In addition, Advanced Academics maintains several smaller offices throughout the United States for faculty and student service employees.

Fanor

Fanor’s management team along with support service functions including academics, compliance, marketing, finance, information technology and human resources are based in Fortaleza, Brazil. Each campus is led by a president and the smaller center locations are led by a director. Most of Fanor’s faculty are part-time and more than 30% hold Master’s and/or Doctoral degrees.

Home Office Staff

Staff at DeVry’s Oakbrook Terrace, Illinois, home office supports the employees for all of DeVry’s educational programs and locations by providing a broad range of services. Among the centrally-provided support services are curriculum development, academic management, licensing and accreditation, marketing and recruiting management, information technology, financial aid processing, regulatory compliance, internal audit, legal, tax, payroll, and finance and accounting.

TRADEMARKS AND SERVICE MARKS

DeVry owns and uses numerous trademarks and service marks, such as “DeVry,” “DeVry University,” “Keller Graduate School of Management,” “Advanced Academics,” “Becker CPA Review,” “Ross University,” “Chamberlain,” “U.S. Education,” “Apollo College,” “Western Career College,” “EDUCARD®,” and variants thereof. All trademarks, service marks, and copyright registrations associated with its businesses are registered in the name of a subsidiary of DeVry Inc. Copyright registrations expire over various periods of time. DeVry vigorously defends against infringements of its trademarks, service marks, and copyrights.

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ADDITIONAL INFORMATION

DeVry’s Web site is at http://www.devryinc.com.

Through its Web site, DeVry offers (free of charge) the Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) as soon as reasonably practicable after it electronically files such material with, or furnishes such material to, the SEC. The Web site also includes copies of the following:

DeVry Corporate Governance Principles

Policy for Communication with Directors

Policy for Communicating Allegations Related to Accounting Complaints

Director Nominating Process

Code of Business Conduct and Ethics

Academic Committee Charter

Audit Committee Charter

Compensation Committee Charter

Finance Committee Charter

Governance Committee Charter

Information contained on the Web site is not incorporated by reference into this report.

Copies of the DeVry’s filings with the SEC and the above-listed policies and charters also may be obtained by written request to the Investor Relations at DeVry’s executive offices. In addition, DeVry’s filings with the SEC can be read or copied at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a Web site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC; the Web site address is at http://www.sec.gov.

ITEM 1A — RISK FACTORS

DeVry’s business operations are subject to numerous risks and uncertainties. Investors should carefully consider the risk factors described below and all other information contained in the Annual Report on Form 10-K before making an investment decision with respect to DeVry’s common stock. If any of the following risks are realized, DeVry’s business, results of operations, financial condition and cash flows could be materially and adversely affected, and as a result, the trading price of DeVry’s common stock could be materially and adversely impacted. Because of their very nature, management cannot predict all the possible risks and uncertainties that may arise. Risks and uncertainties that may affect DeVry’s business include, but are not limited to:

Risks Related to DeVry’s Highly Regulated Industry

DeVry is subject to risks relating to regulatory matters. If DeVry fails to comply with the extensive regulatory requirements for its business, DeVry could face fines and penalties, including loss of access to federal and state student financial aid for our students.

As a provider of higher education, DeVry is subject to extensive regulation on both the federal and state levels. In particular, the Higher Education Act, as amended and reauthorized, (“the Higher Education Act”) subjects DeVry’s degree granting institutions (DeVry University, Ross University, Chamberlain College of Nursing, Apollo College and Western Career College) and all other higher education institutions that participate in the various federal student financial aid programs under Title IV of the Higher Education Act (“Title IV”) to significant regulatory scrutiny.

To participate in Title IV, an institution must receive and maintain authorization by the appropriate state education agencies, be accredited by an accrediting commission recognized by the U.S. Department of Education (“U.S. DOE”), and be certified by the U.S. DOE as an eligible institution. Most U.S. DOE requirements are applied on an institutional basis.

These regulatory requirements cover virtually all phases of our U.S. operations, including educational program offerings, facilities, instructional and administrative staff, administrative procedures, marketing and recruiting, financial operations, payment of refunds to students who withdraw, acquisitions or openings of new schools or programs, addition of new educational programs and changes in our corporate structure and ownership.

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If DeVry is found to be in noncompliance with any of these regulations, standards or policies, any one of the relevant regulatory agencies could take action including:

Imposing monetary fines or penalties;

Limiting or terminating DeVry’s operations or ability to grant diplomas;

Restricting or revoking accreditation, licensure or other approval to operate;

Limit, suspend, or terminate eligibility to participate in Title IV programs or state financial aid programs; and

Subjecting DeVry to other civil or criminal penalties.

Any of the penalties, injunctions, restrictions or other forms of censure listed above could have a material adverse effect on DeVry’s business, results of operations, financial condition and cash flows. If DeVry were to lose its Title IV eligibility, DeVry would experience a dramatic and adverse decline in revenue and would be unable to continue business as it is currently conducted.

The following are some of the more significant regulatory requirements and risks related to governmental and accrediting body oversight of DeVry’s business:

DeVry’s U.S. degree granting institutions may lose their eligibility to participate in Title IV programs if their student loan default rates are greater than standards set by the U.S. DOE;

Any of DeVry’s U.S. degree granting institutions may lose eligibility to participate in Title IV programs if, on a cash basis, the percentage of the institution’s revenue derived from Title IV programs for two consecutive fiscal years is greater than 90%;

The ability of DeVry’s degree granting institutions to participate in Title IV programs may be impaired if regulators do not approve a change of control of any institutions that DeVry may acquire;

DeVry may be required to accept limitations to continue its U.S. degree granting institutions’ participation in Title IV programs if DeVry fails to satisfy the U.S. DOE administrative capability standards;

DeVry is subject to sanctions if payments of impermissible commissions, bonuses or other incentive payments are made to the individuals involved in certain recruiting, admissions, or financial aid activities; and

DeVry may be required to post a letter of credit or accept other limitations to continue its U.S. degree granting institution’s participation in Title IV programs if DeVry does not meet the U.S. DOE’s financial responsibility standards or if DeVry’s institutions do not correctly calculate and timely return Title IV program funds for students who withdraw before completing their program of study.

DeVry could lose or suffer limitations in accreditations and licensing approvals that could affect its ability to recruit students, operate schools in some locations, and grant degrees.

Unforeseen changes to laws or regulations governing DeVry’s operations may adversely affect current operations or future growth opportunities.

DeVry is subject to risks relating to financial aid and student finance. A substantial decrease in student financing options, or a significant increase in financing costs for DeVry students, could have a material adverse affect on DeVry’s student enrollment and financial results.

DeVry’s students are highly dependent on government-funded financial aid programs. If there are changes to financial aid program regulations that restrict student eligibility or reduce funding levels, DeVry’s enrollment and/or collection of student billings may suffer, causing revenues to decline. Conversely, increases in state funding levels to taxpayer-supported educational institutions could generate further price competition that adversely affects DeVry’s ability to recruit and retain students.

Changes in tax laws or reduced corporate earnings both could affect corporate educational benefit plans. If employers reduce tuition reimbursement amounts, working students may be less likely to enroll in a DeVry program, causing enrollment and revenues to decline.

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Risks Related to DeVry’s Business

DeVry is subject to risks relating to enrollment of students. If DeVry is not able to continue to successfully recruit and retain its students, it will not be able to sustain its recent revenue growth rate.

DeVry’s undergraduate and graduate educational programs are concentrated in selected areas of technology, healthcare and business. If applicant career interests shift away from these fields, and we do not anticipate or adequately respond to that trend, future enrollment and revenue may decline.

If employment opportunities for DeVry graduates in fields related to their educational programs decline, future enrollment and revenue may decline as potential applicants choose to enroll at other educational institutions offering different courses of study.

DeVry may experience increased competition from other educational institutions in recruiting new students and retaining students already enrolled, causing enrollment and revenues to decline.

DeVry is subject to risks relating to operating matters, which could have a material adverse affect on DeVry’s financial results.

If other educational institutions reduce their price of tuition, a DeVry education could become less attractive to prospective students. In addition, DeVry may be unable, for competitive reasons, to maintain and increase tuition rates in the future, adversely affecting future revenues and earnings.

DeVry may be unable to hire and retain key employees with appropriate educational qualifications and experience, causing DeVry to incur higher wage expense and/or provide less student support and customer service which could adversely affect enrollment, revenues and expense.

The performance and reliability of DeVry’s computer networks and system applications, especially its online educational platforms and student operational and financial aid packaging applications, are critical to DeVry’s reputation and ability to attract and retain students. System errors and/or failures could adversely impact DeVry’s delivery of educational content to its online students. In addition, system errors could result in delays and/or errors in processing student financial aid and related disbursements.

Security breaches of DeVry’s information systems can create system disruptions, shutdowns or unauthorized disclosure of confidential information. If DeVry is unable to prevent such security breaches, its operations could be disrupted, or DeVry may suffer reputational damage and/or financial loss because of lost or misappropriated information.

DeVry may experience business interruptions resulting from natural disasters, inclement weather, transit disruptions, or other events in one or more of the geographic areas in which it operates, particularly in the West Coast and Gulf States of the U.S. and in the Caribbean. These events could cause DeVry to close schools — temporarily or permanently — and could affect student recruiting opportunities in those locations, causing enrollment and revenues to decline.

DeVry may not be able to successfully identify, pursue or integrate acquisitions.

As part of its growth strategy, DeVry is actively considering acquisition opportunities in the U.S. and worldwide. DeVry has acquired and expects to acquire additional educational institutions that complement our strategic direction, some of which could be material. Any acquisition involves significant risks and uncertainties, including:

Inability to successfully integrate the acquired operations into our institutions and maintain uniform standards, controls, policies and procedures; and

Issues not discovered in our due diligence process, including commitments and/or contingencies.

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Proposed changes in U.S. tax laws regarding earnings from international operations could adversely affect our financial results.

During May 2009, the U.S. Treasury Department announced that it will seek legislative changes to federal tax laws governing the taxation of foreign earnings of U.S. based companies. DeVry’s effective income tax rate reflects benefits derived from operations outside the United States. Earnings of Ross University’s international operations are not subject to foreign or U.S. federal income taxes as described in Note 10, Income Taxes, to the Consolidated Financial Statements. If such federal tax laws were changed and some of Ross University’s international earnings were subject to federal income tax, or if certain of DeVry’s U.S. expenses were not deductible for U.S. income tax purposes, DeVry’s effective income tax rate would increase and its earnings and cash flows would be adversely impacted.

DeVry may experience movements in foreign currency exchange rates which could adversely affect our operating results.

As DeVry expands internationally, DeVry will conduct more transactions in currencies other than the U.S. Dollar. Additionally, the volume of transactions in the various foreign currencies will continue to increase, thus increasing DeVry’s exposure to foreign currency exchange rate fluctuations. Fluctuations in foreign currency exchange rates could have a material adverse affect on our business, financial condition, results of operations and cash flows.

Expansion into new international markets will subject DeVry to risks inherent in international operations.

As part of its growth strategy, DeVry has acquired and intends to acquire or establish additional educational operations outside of the United States. To the extent that DeVry expands internationally, DeVry will face risks that are inherent in international operations including:

Compliance with foreign regulatory environments;

Currency exchange rate fluctuations

Monetary policy risks, such as inflation, hyperinflation and deflation;

Price controls or restrictions on exchange of foreign currencies;

Political and economic instability in the countries in which DeVry operates;

Potential unionization of employees under local labor laws;

Multiple and possibly overlapping and conflicting tax laws;

Inability to repatriate cash balances; and

Compliance with United States regulations such as the Foreign Corrupt Practices Act.

DeVry’s goodwill and intangible assets could potentially be impaired if our business results and financial condition were materially and adversely impacted by the risks and uncertainties

At June 30, 2009, intangible assets from business combinations totaled $203.2 million, and goodwill totaled $512.6 million. Together, these assets equaled approximately 50% of total assets as of such date. If DeVry’s business results and financial condition were materially and adversely impacted, then such goodwill and intangible assets could be impaired, requiring possible write-off of up to $203.2 million of intangible assets and up to $512.6 million of goodwill.

ITEM 1B — UNRESOLVED STAFF COMMENTS

There are no unresolved SEC staff comments.

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ITEM 2 — PROPERTIES

DEVRY UNIVERSITY

DeVry University campuses are large and modern buildings located in suburban communities or urban neighborhoods. They are easily accessible to major thoroughfares, have available parking areas, and many are served by public transportation. Each campus includes teaching facilities, admissions and administrative offices. Teaching facilities include classrooms, laboratories, libraries, bookstores and student lounges. Laboratories include computers and various telecommunications, electronic and biomedical equipment necessary to provide an appropriate environment for students’ development of the required technical skills for their programs of study. Computer laboratories include both stand-alone and networked PC-compatible workstations that support all curricular areas with numerous software packages offering a variety of business, engineering and scientific applications. Connections to the Internet are included through the computer laboratories as a part of the program curriculum.

DeVry University centers are established in convenient metropolitan locations in modern buildings. These teaching centers, which mostly range in size from approximately 3,000 to 25,000 square feet, include classrooms, computer labs with Internet access, reference materials, admissions and administrative offices. Teaching centers have an information center designed to enhance students’ success and support coursework requiring data and information beyond that provided in course texts and packets. The information centers include personal computers; all software required in courses; Internet access; alternate texts; popular business periodicals; videos of selected courses; and access to numerous electronic data-bases.

As of June 30, 2009, there were 94 DeVry University locations, including both campuses and centers, in operation. These locations comprised approximately 2,781,000 in total square feet, of which, approximately 1,847,000 square feet were under lease and approximately 934,000 square feet were owned. No campus that is owned by DeVry is subject to a mortgage or other indebtedness. DeVry plans to open three to four new DeVry University locations in fiscal 2010.

DeVry University is executing an ongoing real estate optimization strategy, which involves evaluating its current facilities and locations in order to ensure the optimal mix of large campuses, small campuses and DeVry University centers to meet the demand in each market that it serves. This process also improves capacity utilization and enhances economic value. These plans may include actions such as reconfiguring campuses; renegotiating lease terms; sub-leasing excess space; co-locating other educational offerings and administrative functions at campuses; and relocating to smaller locations within the same geographic area to improve cost effective use of space and increase market penetration. Future actions under this program could result in accounting gains and/or losses depending upon real estate market conditions, whether the facility is owned or leased and other market factors.

MEDICAL AND HEALTHCARE

Ross University

The medical school’s basic science instructional facilities of approximately 175,000 total square feet are located on an approximately 33 acre campus in the Caribbean country of Dominica, of which approximately 22 acres are occupied under lease. In addition to classrooms and auditoriums, educational facilities include a gross anatomy lab, a multi-purpose lab, library and learning resource centers, offices, bookstore, cafeteria and recreational space. Classrooms and laboratories are furnished with state of the art audio-visual equipment.

During the second quarter of fiscal year 2009, Ross University opened a new clinical center in Freeport, Grand Bahama, and Ross began teaching courses at that center in January 2009. The students are being taught in temporary space in Grand Bahama with Ross’ new 60,000 – 80,000 square foot clinical center targeted to open sometime after 2011. Depending on the pace of development, capital expenditures related to opening the clinical center, including land, buildings and equipment, are expected to be in the range of $35 - $60 million over the next several years.

The veterinary school’s pre-clinical instructional facilities of approximately 170,000 total square feet are located on a 50 acre site in St. Kitts. Ross University owns 27 acres and leases 23 acres of pasture land from the government. Educational facilities include an anatomy/clinical building, pathology building, classroom buildings, administration building, bookstore, cafeteria and a library/learning resource center. The library/learning resource center is believed to be the largest electronic learning lab in veterinary medical education. Animal care facilities include kennels, an aviary and livestock barns. Two 180 seat classrooms are currently under construction and are expected to be in service in January 2010.

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Ross Health Sciences, Inc., Ross University’s administrative services provider is co-located with a DeVry University facility in North Brunswick, New Jersey.

Chamberlain College of Nursing

Chamberlain leases approximately 55,000 square feet of space in a hospital facility located in St. Louis, Missouri. The Chamberlain facilities include classrooms, dormitory space and administrative offices. During August 2009, Chamberlain announced that it will be relocating its St. Louis campus to a nearby location, effective March 2010. In addition, Chamberlain College of Nursing has co-located three campuses with DeVry University’s campuses in Columbus, Ohio; Addison, Illinois; and Phoenix, Arizona. In July 2009, Chamberlain began offering programs at its campus in Jacksonville, Florida, which is under lease.

U.S. Education

As of June 30, 2009, there were 18 U.S. Education campuses in operation. These locations comprised approximately 599,000 in total square feet, all of which were under lease. In addition, U.S. Education leases office space in Mission Viejo, CA; Phoenix, AZ; and Sacramento, CA, for its administrative offices.

PROFESSIONAL EDUCATION

Becker Professional Education is headquartered at DeVry’s administrative office in Oakbrook Terrace, Illinois. In addition to this main administrative center, Becker leases approximately 8,300 square feet of space in Southern California for staff devoted to curriculum and other development efforts. Becker also leases approximately 3,500 square feet of space in Melville, New York for its eastern regional sales and administrative staff.

CPA and CFA review classes are conducted in leased facilities, fewer than ten of which are leased on a full-time basis. The remaining classes are conducted in facilities which are leased on an as-needed basis, allowing classes to be added, expanded, relocated or closed as current enrollments require. Becker classes are also offered at several DeVry University locations.

OTHER EDUCATIONAL SERVICES

Advanced Academics

Advanced Academics is headquartered in approximately 26,000 square feet of leased office space in Oklahoma City, Oklahoma. In addition, Advanced Academics leases 4 smaller offices of approximately 2,000 to 3,000 square feet each in Minneapolis, MN; Reno, NV; Yakima, WA and Tracy, CA, for its teaching faculty and student service staff.

Fanor

Fanor currently operates three campuses and two centers in the cities of Fortaleza and Salvador, Brazil. Fanor’s administrative functions are co-located with a campus in Fortaleza, which is an owned facility.

HOME OFFICE

DeVry’s administrative offices are located in approximately 129,000 square feet of leased space in an office tower in Oakbrook Terrace, Illinois, a suburb of Chicago. In addition, it leases more than 50,000 square feet in an adjacent building for a data center, additional office space and storage. In early calendar year 2010, DeVry will be relocating its administrative offices to two leased facilities in nearby Oak Brook and Downers Grove, Illinois.

In fiscal 2005, DeVry purchased a 108,000 square foot building in Naperville, Illinois, a nearby location, to house its expanding online operations. In June 2008, DeVry purchased a 110,000 square foot building in Wood Dale, Illinois, a Chicago suburb, for expansion of its growing online operations.

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DeVry’s leased facilities are occupied under leases whose remaining terms range from one to 14 years. A majority of these leases contain provisions giving DeVry the right to renew its lease for additional periods at various rental rates, though generally at rates higher than are currently being paid.

ITEM 3 – LEGAL PROCEEDINGS

DeVry is subject to occasional lawsuits, administrative proceedings, regulatory reviews and investigations associated with financial assistance programs and other claims arising in the normal conduct of its business. The following is a description of pending litigation that may be considered other than ordinary and routine litigation that is incidental to the business.

On December 23, 2005, Saro Daghlian, a former DeVry University student in California, commenced a putative class action against DeVry University and DeVry Inc. (collectively “DeVry”) in Los Angeles Superior Court, asserting various claims predicated upon DeVry’s alleged failure to comply with disclosure requirements under the California Education Code relating to the transferability of academic units. In addition to the alleged omission, Daghlian also claimed that DeVry made untrue or misleading statements to prospective students, in violation of the California Unfair Competition Law ("UCL") and the California False Advertising Law, ("FAL"). DeVry removed the action to the U.S. District Court for the Central District of California. In two Orders dated October 9, 2007, and December 31, 2007, the District Court entered judgment dismissing all of plaintiffs’ class and individual claims and awarded DeVry its cost of suit. The final judgment was entered on January 3, 2008. The plaintiffs appealed the dismissal to the U.S. Court of Appeals for the Ninth Circuit. On July 31, 2009, the Ninth Circuit dismissed the appeal as moot, citing the repeal of the statute on which all plaintiffs’ claims had been based.

Beginning in May 2008, the U.S. Department of Justice, Civil Division, working with the U.S. Attorney for the Northern District of Illinois, conducted an inquiry concerning DeVry’s compliance with Title IV regulations relating to recruiter compensation. DeVry cooperated fully with the inquiry and on October 16, 2008, was advised by the U.S. Attorney for the Northern District of Illinois that the government had concluded its inquiry and had declined to intervene in a sealed qui tam case which had precipitated the inquiry. The False Claims Act case, which was unsealed as a result of the government’s action, had been filed in September 2007 by a former DeVry employee, Jennifer S. Shultz, in the United States District Court for the Northern District of Illinois, Eastern Division on behalf of the government. A first amended complaint was unsealed by a court order dated December 31, 2008. The allegations in the first amended complaint relate to whether DeVry’s compensation plans for admission representatives violated the Higher Education Act and the Department of Education regulations prohibiting an institution participating in Title IV programs from providing to any person or entity engaged in any student recruitment or admissions activity any commission, bonus or other incentive payment based directly or indirectly on success in securing enrollments. A number of similar lawsuits have been filed in recent years against educational institutions that receive Title IV funds. On January 26, 2009, DeVry filed a motion to dismiss the first amended complaint entirely. On March 4, 2009, the District Court granted DeVry’s motion to dismiss, entering judgment and dismissing the case with prejudice. On March 16, 2009, Shultz appealed the dismissal to the Seventh Circuit Court of Appeals. On June 23, 2009, a settlement in principle was reached between DeVry and Ms. Shultz in connection with a court-sponsored mediation process whereby DeVry would stand by its consistently-held position denying any wrong doing and pay $4.9 million to finally resolve the matter, and avoid the cost and distraction of a potentially protracted appeals process. The settlement is conditioned upon obtaining approval of the Department of Justice and finalizing settlement terms that would release DeVry from other False Claims Act cases based upon the conduct covered by the settlement. DeVry and Ms. Shultz have submitted the settlement to the United States Department of Justice for its approval. Should the parties fail to conclude the settlement on the proposed or other terms, the appeal to the Seventh Circuit Court of Appeals will resume.

The ultimate outcome of pending litigation and other proceedings, reviews, investigations and contingencies is difficult to estimate. At this time, DeVry does not expect that the outcome of any such matter, including the litigation described above, will have a material effect on its cash flows, results of operations or financial position.

ITEM 4 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of DeVry’s security holders during the fourth quarter of the fiscal year.

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EXECUTIVE OFFICERS OF THE REGISTRANT

The name, age and current position of each executive officer of DeVry are:

Name, Age and Office		Business Experience

Daniel M. Hamburger President and Chief Executive Officer, DeVry Inc.	45	Mr. Hamburger joined DeVry in November 2002 as Executive Vice President with responsibility for DeVry’s online programs and Becker Professional Review division. In July 2004, Mr. Hamburger was appointed President and Chief Operating Officer of DeVry. Mr. Hamburger was appointed Chief Executive Officer in November 2006. Prior to joining DeVry, Mr. Hamburger was Chairman and Chief Executive Officer of Indeliq, a developer of simulation-based training software, which merged with Accenture Learning in 2002.

David J. Pauldine Executive Vice President, DeVry Inc. and President, DeVry University, Inc.	52	Mr. Pauldine joined DeVry in October 2005. In July 2006, he became President of DeVry University, Inc. Prior to joining DeVry, Mr. Pauldine was Executive Vice President at EDMC and President of The Art Institutes, a market-funded educational management company, from July 2001 to October 2005.

Thomas C. Shepherd Executive Vice President, DeVry Inc. and President, Ross University	59	Dr. Shepherd joined DeVry in October 2004 as President of Ross University. Prior to joining DeVry, Dr. Shepherd was President of Bastyr University, a Washington based university with offerings in healthcare education. He also co-founded Royale Healthcare, a hospital management company, and has served in senior management roles for several hospitals and healthcare facilities.

Richard M. Gunst Senior Vice President, Chief Financial Officer and Treasurer, DeVry Inc.	53	Mr. Gunst joined DeVry in July 2006 as Senior Vice President, Chief Financial Officer and Treasurer. Prior to joining DeVry, Mr. Gunst served as Senior Vice President and Chief Financial Officer of Sagus International, a manufacturer of school furniture, from 2005 to 2006. Mr. Gunst served as Senior Vice President and Senior Financial Officer of ConAgra Refrigerated Foods Group, from 2003 to 2004. He was also Chief Financial Officer of Quaker Foods and Beverages, from 2001 to 2003.

Sharon Thomas Parrott Senior Vice President, Government and Regulatory Affairs and Chief Compliance Officer, DeVry Inc.	59	Ms. Thomas Parrott joined DeVry in 1982 after several years as an officer in the U.S. Department of Education’s Office of Student Financial Assistance. She served DeVry in several student finance positions and later assumed responsibility for corporate communications and government and public relations. In her current position, she is responsible for implementing and maintaining DeVry’s corporate and government compliance program. She is also responsible for managing relations with key external audiences, including government officials, education policymakers and legislators.

Gregory S. Davis Senior Vice President, General Counsel and Corporate Secretary, DeVry Inc.	47	Mr. Davis joined DeVry in July 2007 as Vice President, General Counsel and Corporate Secretary. Prior to joining DeVry, Mr. Davis was Vice President, General Counsel and Secretary of LaPetite Academy, Inc., from 2003 to 2007, which operated nearly 650 schools offering education and care to children ages 6 months to 12 years. Prior to that, Mr. Davis was a partner at Andersen Worldwide from 1991 to 2001, with merger and acquisition and legal related responsibilities.

Donna N. Jennings Senior Vice President, Human Resources, DeVry Inc.	47	Ms. Jennings joined DeVry in October 2006 as Vice President of Human Resources. Prior to joining DeVry, Ms. Jennings was Vice President, Human Resources and Communications, of Velsicol Chemical Corporation, a global chemical products manufacturer, from 1994 to 2006.

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Eric P. Dirst Senior Vice President, Chief Information Officer, DeVry Inc.	42	Mr. Dirst joined DeVry in May 2008 as Vice President and Chief Information Officer. Prior to joining the Company, Mr. Dirst was the Chief Information Officer at SIRVA, a relocation and moving service provider, from 2000 to 2008.

Steven Riehs President, DeVry Online Services	49	Mr. Riehs joined DeVry in 2004 as Vice President and General Manager of all online operations, including enrollment growth, program development and student services. Prior to joining DeVry, Mr. Riehs was Chief Executive Officer of BrainX, Inc., an education software company; Vice President in the medical division of Kaplan Educational Centers and Vice President and Chief Operating Officer of Compass Medical Education Network.

Thomas J. Vucinic Senior Vice President, DeVry Inc. and President, Becker Professional Education	62	Mr. Vucinic has been the President of Becker Professional Education since July 2006 and General Manager since 1997. Prior to that, Mr. Vucinic was DeVry’s director of financial planning and analysis.

John P. Roselli Senior Vice President, Business Development and International, DeVry Inc.	45	Mr. Roselli joined DeVry in May 2003 as its Director of Business Development and General Manager of Corporate Continuing Education. In 2006, Mr. Roselli was appointed Vice President, Business Development and Planning.

Patrick J. Unzicker Vice President & Controller, DeVry Inc.	38	Mr. Unzicker joined DeVry in March 2006 as its Controller. Prior to joining DeVry, Mr. Unzicker was Vice President — Controller at Whitehall Jewellers, Inc., a mall-based retail jeweler, from July 2003 to March 2006. Mr. Unzicker previously served as Vice President of Finance at Galileo International, computer based travel reservation system, from May 2000 to August 2002.

PART II

ITEM 5 – MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a) Market Information

DeVry’s common stock is listed on the New York Stock Exchange and the Chicago Stock Exchange under the symbol “DV.” The stock transfer agent and registrar is Computershare Investor Services, L.L.C.

The following table sets forth the high and low sales price and dividends paid per share of common stock by quarter for the past two years.

	Fiscal 2009						Fiscal 2008
	Dividends Paid		High		Low		Dividends Paid		High		Low
First Quarter	$	0.06	$	59.79	$	47.06	$	0.05	$	38.42	$	31.70
Second Quarter		-		60.50		40.67		-		59.97		36.79
Third Quarter		0.08		64.69		40.50		0.06		61.25		39.25
Fourth Quarter		-		51.00		38.19		-		61.57		41.85

(b) Approximate Number of Security Holders

There were 495 holders of record of DeVry’s common stock as of August 1, 2009. The number of holders of record does not include beneficial owners of its securities whose shares are held by various brokerage firms, other financial institutions, DeVry’s 401(k) and profit sharing plan and its employee stock purchase plan. DeVry believes that there are more than 10,000 beneficial holders of its common stock including employees who own stock through the exercise of stock options, who own stock through participation in the employee stock purchase plan or who own stock through their investment election in DeVry’s 401(k) and profit sharing plan.

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DeVry is a holding company and, as such, is dependent on the earnings of its subsidiaries for funds to pay cash dividends. Cash flow from DeVry’s subsidiaries may be restricted by law and is subject to some restrictions by covenants in the subsidiaries’ debt agreements, including maintaining consolidated net worth, fixed charge coverage and leverage at or above specified levels. DeVry generated sufficient cash flow in fiscal 2009 to fund its current operations, reinvest in capital equipment as appropriate, reduce outstanding debt and remain in full compliance with the covenants in its debt agreements. In May 2009, the Board of Directors declared a dividend of $0.08 per share of common stock, paid in July 2009. DeVry's Board of Directors stated its intent to declare dividends on a semi-annual basis, resulting in an annual dividend rate of $0.16 per share. There is no guarantee that dividends will be declared in the future, and payment of dividends will be at the discretion of the Board of Directors and will be dependent on projections of future earnings, cash flow, financial requirements of DeVry and other factors as the board of directors deems relevant. See Note 5 to the Consolidated Financial Statements for historical dividend declaration information.

Issuer Purchases of Equity Securities

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as part of Publicly Announced Plans or Programs1		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs1
April 2009		142,900	$	44.11		142,900	$	27,991,312
May 2009		147,050		43.36		147,050		21,614,533
June 2009		112,800		46.97		112,800		16,315,867
Total		402,750	$	44.64		402,750	$	16,315,867

1On May 13, 2008, the Board of Directors authorized a share repurchase program to buyback up to $50 million of DeVry common stock through December 31, 2010. The total remaining authorization under the repurchase program was $16,315,867 as of June 30, 2009.

Other Purchases of Equity Securities

There were no such purchases for the three month period ended June 30, 2009.

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Performance Graph

The following graph and chart compare the total cumulative return (assuming dividend reinvestment) on DeVry’s Common Stock during the period from June 30, 2004, through June 30, 2009, with the cumulative return on the NYSE Stock Market Index (U.S. Companies), and two industry group indices.

COMPARISON OF CUMULATIVE TOTAL RETURN SINCE JUNE 30, 2004

AMONG DEVRY INC., NYSE MARKET INDEX, AND INDUSTRY GROUP INDEX

	June 30
	2004		2005		2006		2007		2008		2009
DeVry Inc.		100.0		72.6		80.1		124.1		195.8		183.2
NYSE Market Index - U.S. Companies		100.0		106.5		121.6		145.8		127.8		90.1
Industry Group Index (1)		100.0		86.6		75.0		59.5		74.2		57.8

Data for this graph was prepared by Zacks Investment Research.

Assumes $100 was invested on June 30, 2004 in DeVry Inc. Common Stock, the NYSE Stock Market Index (U.S. Companies), and the Industry Group (1), and that all dividends were reinvested.

(1) The Industry Group consists of the following companies selected on the basis of similarity in nature of their business: Apollo Group, Inc., Capella Education Co., Career Education Corp., Corinthian Colleges, Inc., ITT Educational Services, Inc., Lincoln Educational Services, Strayer Education, Inc., and Universal Technical Institute. DeVry believes that, including itself, these companies represent the majority of the market value of publicly traded companies whose primary business is education.

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ITEM 6 – SELECTED FINANCIAL DATA

Selected financial data for DeVry for the last five years are included in the exhibit, “Five-Year Summary — Operating, Financial and Other Data”, on page 109 of this report.

ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of DeVry’s results of operations and financial condition should be read in conjunction with the consolidated financial statements and the notes thereto appearing elsewhere in this report.

OVERVIEW

DeVry’s continued focus on student academic outcomes and execution of its growth and diversification strategy produced solid financial results for fiscal year 2009 in a challenging economic environment. Financial and operational highlights for fiscal year 2009 include:

Total revenues rose 33.9%, reaching a record high of $1,461.5 million, and record net income of $165.7 million increased 32.0% over the prior year, while at the same time making investments to drive academic quality and future growth.

As a result of DeVry’s diversification strategy, solid operating performance in its Business, Technology and Management and Medical and Healthcare segments more than offset an earnings decline at its Professional Education and Other Educational Services segments. The Professional Education segment results continue to reflect the economic downturn and the impact on the financial firms that the segment serves. The Other Education Services segment results reflect increased investment to drive future enrollment growth at Advanced Academics.

On September 18, 2008, DeVry acquired the operations of U.S. Education, the parent organization of Apollo College and Western Career College, for $290 million. Apollo College and Western Career College operate 18 campus locations in the western United States and prepare students for careers in the healthcare sector.

On April 1, 2009, DeVry acquired an 82.3% majority stake in Fanor for $40.4 million. Fanor is a leading provider of private postsecondary education in northeastern Brazil. Fanor serves more than 10,000 students through undergraduate and graduate programs focused in business management, law and engineering. This acquisition marks DeVry’s entry into South America and further diversifies its geographic presence.

In connection with its real estate optimization strategy, DeVry bought-out a portion of the lease for its DeVry University Campus in Long Island City, New York. In connection with this transaction, DeVry recorded an after tax charge of $2.5 million, or $0.04 per share. This action favorably impacts pre-tax operating income by approximately $1.9 million per year through the end of the lease in April 2014.

During November 2008, DeVry began repurchasing shares of its common stock under a $50 million repurchase program, which was approved by its Board of Directors in May 2008. During fiscal year 2009, DeVry repurchased 707,533 shares at a total cost of approximately $33.7 million.

DeVry’s financial position remained strong as it generated $249.6 million of operating cash flow during fiscal year 2009, driven primarily by strong operating results. As of June 30, 2009, cash, marketable securities and investment balances totaled $225.4 million and outstanding borrowings were $124.8 million.

USE OF NON-GAAP FINANCIAL INFORMATION AND SUPPLEMENTAL RECONCILIATION SCHEDULE

As described in Note 8 to the financial statements, DeVry executed certain real estate transactions in fiscal years 2007, 2008 and 2009, which resulted in significant lease termination charges and, losses and gains on the sales of facilities. As discussed in Note 9, DeVry recorded a charge for certain workforce reductions in fiscal year 2007. Also, as discussed in Note 14, DeVry recorded a litigation settlement reserve in fiscal year 2009. The following table illustrates the effects of the real estate transactions, separation plan severance and litigation settlement reserve on DeVry’s earnings. Management believes that the non-GAAP disclosure of net income and earnings per share excluding these items provides investors with useful supplemental information regarding the underlying business trends and performance of DeVry’s ongoing operations and are useful for period-over-period comparisons of such operations given the discrete nature of the real estate transactions, separation plan severance and litigation settlement reserve. DeVry uses these supplemental financial measures internally in its budgeting process. However, the non-GAAP financial measures should be viewed in addition to, and not as a substitute for, DeVry’s reported results prepared in accordance with GAAP. The following table reconciles these items to the relevant GAAP information (in thousands, except per share data):

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	Fiscal Year
	2009		2008		2007
Net Income	$	165,613	$	125,532	$	76,188
Earnings per Share (diluted)	$	2.28	$	1.73	$	1.07
Separation Plan Severance (net of tax)		--		--	$	3,807
Effect on Earnings per Share (diluted)		--		--	$	0.05
Loss(Gain) on Real Estate Transactions (net of tax)	$	2,543	$	2,279	$	(12,672	)
Effect on Earnings per Share (diluted)	$	0.03	$	0.03	$	(0.18	)
Litigation Settlement Reserve (net of tax)	$	3,131		--		--
Effect on Earnings per Share (diluted)	$	0.05		--		--
Net Income Excluding the Loss(Gain) on Real Estate Transactions, Separation Plan Severance and Litigation Settlement Reserve (net of tax)	$	171,287	$	127,811	$	67,323
Earnings per Share Excluding the Loss(Gain) on Real Estate Transactions, Separation Plan Severance and Litigation Settlement Reserve (diluted)	$	2.36	$	1.77	$	0.94

RESULTS OF OPERATIONS

The following table presents information with respect to the relative size to revenue of each item in the Consolidated Statements of Income for the current and prior two fiscal years. Percents may not add because of rounding.

	Fiscal Year
	2009			2008			2007

Revenue		100.0	%		100.0	%		100.0	%
Cost of Educational Services		45.8	%		46.1	%		52.1	%
Separation Plan Severance		--			--			0.7	%
Loss (Gain) on Sale of Assets		0.3	%		0.3	%		(2.2	%)
Litigation Settlement Reserve		0.3	%		--			--
Student Services & Administrative Expense		37.5	%		38.7	%		38.5	%
Total Operating Expenses		83.9	%		85.1	%		89.0	%
Operating Income		16.1	%		14.9	%		11.0	%
Interest Income		0.4	%		1.0	%		0.8	%
Interest Expense		(0.2	%)		(0.1	%)		(0.5	%)
Net Investment Gain		0.0	%		--			--
Net Interest and Other Income (Expense)		0.2	%		0.9	%		0.3	%