Edgar Filing: DEVRY INC

form10q.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended: December 31, 2008

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 incorporation or organization)	(I.R.S. Employer 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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes R No £

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

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

February 2, 2009 — 71,614,700 shares of Common Stock, $0.01 par value

DEVRY INC.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2008

TABLE OF CONTENTS

		Page No.
PART I – Financial Information
Item 1	— Financial Statements (Unaudited)
	Consolidated Balance Sheets	3
	Consolidated Statements of Income	4
	Consolidated Statements of Cash Flows	5
	Notes to Consolidated Financial Statements	6
Item 2	— Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3	— Quantitative and Qualitative Disclosures About Market Risk	35
Item 4	— Controls and Procedures	35

PART II – Other Information
Item 1	— Legal Proceedings	37
Item 1A	— Risk Factors	38
Item 2	— Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 4	— Submission of Matters to a Vote of Security Holders	39
Item 6	— Exhibits	39

Signatures		40

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PART I – Financial Information

Item 1. Financial Statements

DEVRY INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	December 31,			June 30,			December 31,
	2008			2008			2007
	(Dollars in thousands)
Current Assets:
Cash and Cash Equivalents	$	203,326		$	217,199		$	98,912
Marketable Securities		1,861			2,308			142,144
Restricted Cash		31,948			4,113			9,823
Accounts Receivable, Net		137,602			55,214			76,842
Deferred Income Taxes, Net		16,312			14,975			17,938
Prepaid Expenses and Other		33,903			31,779			22,598
Total Current Assets		424,952			325,588			368,257
Land, Buildings and Equipment:
Land		50,797			50,726			51,431
Buildings		235,640			216,048			206,003
Equipment		295,636			282,273			271,594
Construction In Progress		8,209			4,874			6,375
		590,282			553,921			535,403
Accumulated Depreciation and Amortization		(325,452	)		(314,606	)		(301,362	)
Land, Buildings and Equipment, Net		264,830			239,315			234,041
Other Assets:
Intangible Assets, Net		187,612			62,847			65,372
Goodwill		494,488			308,024			308,598
Perkins Program Fund, Net		13,450			13,450			13,450
Investments		57,757			57,171			0
Other Assets		11,798			11,961			6,614
Total Other Assets		765,105			453,453			394,034
TOTAL ASSETS	$	1,454,887		$	1,018,356		$	996,332

LIABILITIES:
Current Liabilities:
Current Portion of Debt	$	135,124		$	—		$	—
Accounts Payable		40,905			70,368			37,029
Accrued Salaries, Wages and Benefits		54,200			51,300			43,249
Accrued Expenses		41,470			31,175			31,312
Advance Tuition Payments		44,443			16,972			10,804
Deferred Tuition Revenue		181,616			40,877			124,539
Total Current Liabilities		497,758			210,692			246,933
Other Liabilities:
Revolving Loan		20,000			—			—
Deferred Income Taxes, Net		66,497			22,163			16,053
Deferred Rent and Other		30,463			29,512			30,181
Total Other Liabilities		116,960			51,675			46,234
TOTAL LIABILITIES		614,718			262,367			293,167

SHAREHOLDERS’ EQUITY:
Common Stock, $0.01 Par Value, 200,000,000 Shares Authorized; 71,636,000; 71,377,000 and 71,361,000 Shares Issued and Outstanding at December 31, 2008, June 30, 2008 and December 31, 2007, Respectively		726			724			721
Additional Paid-in Capital		181,758			168,405			158,663
Retained Earnings		699,027			627,064			568,463
Accumulated Other Comprehensive Loss		469			(2,963	)		(1,788	)
Treasury Stock, at Cost (1,064,367; 989,579 and 688,706 Shares, Respectively)		(41,811	)		(37,241	)		(22,894	)
TOTAL SHAREHOLDERS’ EQUITY		840,169			755,989			703,165
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,454,887		$	1,018,356		$	996,332

The accompanying notes are an integral part of these consolidated financial statements.

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DEVRY INC.

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in Thousands Except Per Share Amounts)

(Unaudited)

	For the Quarter						For the Six Months
	Ended December 31,						Ended December 31,
	2008			2007			2008			2007

REVENUES:
Tuition	$	342,044		$	250,695		$	621,171		$	480,916
Other Educational		27,571			23,042			52,161			43,139
Total Revenues		369,615			273,737			673,332			524,055
COSTS AND EXPENSES:
Cost of Educational Services		167,107			123,887			306,720			244,915
Loss on Sale of Assets		-			-			-			3,743
Student Services and Administrative Expense		139,968			102,917			257,260			194,562
Total Operating Costs and Expenses		307,075			226,804			563,980			443,220
Operating Income		62,540			46,933			109,352			80,835
INTEREST AND OTHER (EXPENSE) INCOME:
Interest Income		1,710			2,892			3,852			5,299
Interest Expense		(1,176	)		(98	)		(1,529	)		(319	)
Net Investment Loss		(1,718	)		-			(1,718	)		-
Net Interest and Other (Expense) Income		(1,184	)		2,794			605			4,980
Income Before Income Taxes		61,356			49,727			109,957			85,815
Income Tax Provision		18,491			13,914			32,262			23,167
NET INCOME	$	42,865		$	35,813		$	77,695		$	62,648

EARNINGS PER COMMON SHARE:
Basic	$	0.60		$	0.50		$	1.09		$	0.88
Diluted	$	0.59		$	0.49		$	1.07		$	0.87

CASH DIVIDEND DECLARED PER COMMON SHARE	$	0.08		$	0.06		$	0.08		$	0.06

The accompanying notes are an integral part of these consolidated financial statements.

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DEVRY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months
	Ended December 31,
	2008			2007
	(Dollars in Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	77,695		$	62,648
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Stock-Based Compensation Charge		4,809			2,880
Depreciation		19,200			17,263
Amortization		3,904			2,471
Provision for Refunds and Uncollectible Accounts		34,056			28,080
Deferred Income Taxes		(503	)		(3,632	)
(Gain) Loss on Disposals of Land, Buildings and Equipment		(7	)		3,730
Unrealized Net Loss on Investments		1,718			—
Changes in Assets and Liabilities, Net of Effects from Acquisition of Business:
Restricted Cash		(27,712	)		4,667
Accounts Receivable		(87,520	)		(57,763	)
Prepaid Expenses and Other		(592	)		(4,497	)
Accounts Payable		(31,143	)		2,652
Accrued Salaries, Wages, Benefits and Expenses		5,525			(7,403	)
Advance Tuition Payments		22,716			(3,640	)
Deferred Tuition Revenue		116,627			84,674
NET CASH PROVIDED BY OPERATING ACTIVITIES		138,773			132,130
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures		(25,208	)		(27,957	)
Net Proceeds from Sale of Land and Building		—			38,528
Payment for Purchase of Business, Net of Cash Acquired		(286,500	)		(27,454	)
Marketable Securities Purchased		(37	)		(264,122	)
Marketable Securities-Maturities and Sales		—			121,836
NET CASH (USED IN) INVESTING ACTIVITIES		(311,745	)		(159,169	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Exercise of Stock Options		7,764			11,315
Reissuance of Treasury Stock		1,570			577
Repurchase of Common Stock for Treasury		(5,358	)		(10,187	)
Cash Dividends Paid		(4,282	)		(3,557	)
Excess Tax Benefit from Stock-Based Payments		2,095			1,210
Borrowings Under Collateralized Line of Credit		46,187		—
Repayments Under Collateralized Line of Credit		(1,063	)		—
Borrowings Under Revolving Credit Facility		210,000			25,000
Repayments Under Revolving Credit Facility		(100,000	)		(26,895	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		156,913			(2,537	)
Effects of Exchange Rate Differences		2,186			(667	)
NET DECREASE IN CASH AND CASH EQUIVALENTS		(13,873	)		(30,243	)
Cash and Cash Equivalents at Beginning of Period		217,199			129,155
Cash and Cash Equivalents at End of Period	$	203,326		$	98,912
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash Paid During the Period For:
Interest	$	1,057		$	231
Income Taxes, Net		18,119			32,679
Non-cash Financing Activity:
Declaration of Cash Dividends to be Paid		5,732			4,283

The accompanying notes are an integral part of these consolidated financial statements.

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DEVRY INC.

Notes to Consolidated Financial Statements (Unaudited)

NOTE 1:

INTERIM FINANCIAL STATEMENTS

The interim consolidated financial statements include the accounts of DeVry Inc. (“DeVry”) and its wholly-owned subsidiaries. These financial statements are unaudited but, in the opinion of management, contain all adjustments, consisting only of normal, recurring adjustments, necessary to fairly present the financial condition and results of operations of DeVry. The June 30, 2008 data that is presented is derived from audited financial statements.

The interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in DeVry's Annual Report on Form 10-K for the fiscal year ended June 30, 2008, and in conjunction with DeVry’s quarterly report on Form 10-Q for the quarter ended September 30, 2008, each as filed with the Securities and Exchange Commission.

The results of operations for the three and six months ended December 31, 2008, are not necessarily indicative of results to be expected for the entire fiscal year.

NOTE 2:

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Marketable Securities and Investments

DeVry owns investments in marketable securities that have been designated as “available for sale” or “trading securities” in accordance with SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. Available for sale securities are carried at fair value with the unrealized gains and losses reported in the Consolidated Balance Sheets as a component of Accumulated Other Comprehensive Income (Loss). Trading securities are carried at fair value with unrealized gains and losses reported in the Consolidated Statements of Income as a component of interest and other income and expense.

Marketable securities and investments consist of auction-rate certificates and put rights on these certificates which are classified as trading securities and investments in mutual funds which are classified as available-for-sale securities. The following is a summary of our available-for-sale marketable securities at December 31, 2008 (dollars in thousands):

			Gross Unrealized
	Cost		(Loss)			Gain		Fair Value
Short-term Investments:
Bond Mutual Fund	$	766	$	-		$	4	$	770
Stock Mutual Funds		1,955		(864	)		-		1,091
Total Short-term Investments	$	2,721	$	(864	)	$	4	$	1,861

Investments are classified as short-term if they are readily convertible to cash or have other characteristics of short-term investments such as highly liquid markets or maturities within one year. All mutual fund investments are recorded at fair market value based upon quoted market prices. At December 31, 2008, all of the Bond and Stock mutual fund investments are held in a rabbi trust for the purpose of paying benefits under DeVry’s non-qualified deferred compensation plan.

As of December 31, 2008, all unrealized losses in the above table have been in a continuous unrealized loss position for more than one year. When evaluating its investments for possible impairment, DeVry reviews factors such as length of time and extent to which fair value has been less than cost basis, the financial condition of the issuer, and DeVry’s ability and intent to hold the investment for a period of time that may be sufficient for anticipated recovery in fair value. The decline in value of the above investments is considered temporary in nature and, accordingly, DeVry does not consider these investments to be other-than-temporarily impaired as of December 31, 2008.

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The following is a summary of our long-term investments at December 31, 2008 (dollars in thousands):

			Gross Unrealized
	Cost		(Loss)			Gain		Fair Value
Long-term Investments:
Auction Rate Securities (ARS)	$	59,475	$	(10,317	)	$	-	$	49,158
Put Rights on ARS		-		-			8,599		8,599
Total Long-term Investments	$	59,475	$	(10,317	)	$	8,599	$	57,757

As shown in the table above, as of December 31, 2008, DeVry held auction-rate debt securities in the aggregate principal amount of $59.5 million. The auction-rate securities are triple-A rated, long-term debt obligations with contractual maturities ranging from 18 to 33 years. They are secured by student loans, which are guaranteed by U.S. and state governmental agencies. Liquidity for these securities has in the past been provided by an auction process that has allowed DeVry and other investors in these instruments to obtain immediate liquidity by selling the securities at their face amounts. Disruptions in credit markets over the past year, however, have adversely affected the auction market for these types of securities. Auctions for these securities have not produced sufficient bidders to allow for successful auctions since February 2008. As a result, DeVry has been unable to liquidate its auction-rate securities and there can be no assurance that DeVry will be able to access the principal value of these securities prior to their maturity.

For each unsuccessful auction, the interest rates on these securities are reset to a maximum rate defined by the terms of each security, which in turn is reset on a periodic basis at levels which are generally higher than defined short-term interest rate benchmarks. To date DeVry has collected all interest payable on all of its auction-rate securities when due and expects to continue to do so in the future. Auction failures relating to this type of security are symptomatic of current conditions in the broader debt markets and are not unique to DeVry. DeVry intends to hold its portfolio of auction-rate securities until successful auctions resume; a buyer is found outside of the auction process; the issuers establish a different form of financing to replace these securities; or its broker, UBS Financial Services (UBS), purchases the securities (as discussed below).

On August 8, 2008, UBS announced that it had reached a settlement, in principle, with the New York Attorney General, the Massachusetts Securities Division, the Securities and Exchange Commission and other state regulatory agencies represented by North American Securities Administrators Association to restore liquidity to all remaining clients' holdings of auction rate securities. Under this agreement in principle, UBS has committed to provide liquidity solutions to institutional investors, including DeVry. During the second quarter of fiscal year 2009, DeVry agreed to accept Auction Rate Security Rights (the Rights) from UBS. The Rights permit DeVry to sell, or put, its auction rate securities back to UBS at par value at any time during the period from June 30, 2010 through July 2, 2012. We expect to exercise our Rights and put our auction rate securities back to UBS on June 30, 2010, the earliest date allowable under the Rights, unless auctions resume; a buyer is found outside of the auction process; or the issuers establish a different form of financing to replace these securities.

Prior to accepting the Rights agreement, DeVry had the intent and ability to hold these securities until anticipated recovery. As a result, we had recognized the unrealized loss previously as a temporary impairment in other comprehensive income in stockholders’ equity. After accepting the Rights, DeVry no longer has the intent to hold the auction rate securities until anticipated recovery. As a result, DeVry has elected to classify the Rights and reclassify our investments in auction rate securities as trading securities, as defined by FAS No. 115, on the date of our acceptance of the Rights. Therefore, we recognized an other-than-temporary impairment charge of approximately $10.3 million in the second quarter of fiscal 2009. The charge was measured as the difference between the par value and market value of the auction rate securities on December 31, 2008. However, as DeVry will be permitted to put the auction rate securities back to UBS at par value, we will account for the Rights as a separate asset that will be measured at its fair value, resulting in a gain of approximately $8.6 million recorded at December 31, 2008. The Rights do not meet the definition of a derivative instrument under SFAS 133. Therefore, we have elected to measure the Rights at fair value under SFAS 159, which permits an entity to elect the fair value option for recognized financial assets, in order to match the changes in the fair value of the auction rate securities. DeVry will be required to assess the fair value of these two individual assets and record changes each period until the Rights are exercised and the auction rate securities are redeemed. As a result, unrealized gains and losses will be included in earnings in future periods. We expect that future changes in the fair value of the Rights will approximate fair value movements in the related auction rate securities. Although the Rights represent the right to sell the securities back to UBS at par, we will be required to periodically assess the economic ability of UBS to meet that obligation in assessing the fair value of the Rights. UBS’s obligations under the Rights are not secured by its assets and do not require UBS to obtain any financing to support its performance obligations under the Rights. UBS has disclaimed any assurance that it will have sufficient financial resources to satisfy its obligations under the Rights. We will continue to classify the auction rate securities as long-term investments until June 30, 2009, one year prior to the expected settlement.

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As detailed above, changing market conditions have reduced liquidity for Auction Rate Securities. These investments, including the put rights, are valued using internally-developed pricing models with observable and unobservable inputs. Realized gains and losses are computed on the basis of specific identification and are included in interest and other income and expense in the Consolidated Statements of Income. DeVry has not recorded any realized gains or realized losses for fiscal 2009. See Note 4 for further disclosures on the Fair Value of Financial Instruments.

While the recent auction failures will limit DeVry’s ability to liquidate these investments for some period of time, DeVry believes that based on its current cash, cash equivalents and marketable securities balances of $205 million (exclusive of auction-rate securities) and its current borrowing capacity of approximately $50 million under its $175 million revolving credit facility (DeVry has the option to expand the revolving credit facility to $275 million), the current lack of liquidity in the auction-rate market will not have a material impact on its ability to fund its operations, nor will it interfere with external growth plans. Also, as of December 31, 2008, DeVry has borrowed through its broker, UBS, $45.1 million using the auction rate securities portfolio as collateral (See Note 11). Should DeVry need to liquidate such securities and auctions of these securities continue to fail, and UBS is unable to meet their obligations under the Rights, future impairment of the carrying value of these securities could cause DeVry to recognize a material charge to net income in future periods.

Earnings per Common Share

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares assuming dilution. Dilutive shares are computed using the Treasury Stock Method and reflect the additional shares that would be outstanding if dilutive stock options were exercised during the period. Excluded from the computations of diluted earnings per share were options to purchase 487,000 and 405,000 shares of common stock for the three and six months ended December 31, 2008, respectively, and 35,000 and 395,000 shares of common stock, for the three and six months ended December 31, 2007, respectively. These outstanding options were excluded because the option exercise prices were greater than the average market price of the common shares; thus, their effect would be anti-dilutive.

The following is a reconciliation of basic shares to diluted shares (in thousands).

	Three Months Ended				Six Months Ended
	December 31,				December 31,
	2008		2007		2008		2007

Basic shares		71,597		71,282		71,511		71,194
Effect of Dilutive Stock Options		1,065		1,238		1,095		1,080
Diluted Shares		72,662		72,520		72,606		72,274

Treasury Stock

DeVry’s Board of Directors has authorized stock repurchase programs on two occasions (see “Note 5 – Dividends and Stock Repurchase Program”). The first repurchase program was completed in April 2008. The second repurchase program was approved by the DeVry Board of Directors in May 2008. Shares that are repurchased by DeVry are recorded as Treasury Stock at cost and result in a reduction of Shareholders’ Equity.

From time to time, shares of its common stock are delivered back to DeVry under a swap arrangement resulting from employees’ exercise of incentive stock options pursuant to the terms of the DeVry Stock Incentive Plans (see “Note 3 – Stock-Based Compensation”). These shares are recorded as Treasury Stock at cost and result in a reduction of Shareholders’ Equity.

Treasury shares are reissued on a monthly basis at market value, to the DeVry Employee Stock Purchase Plan in exchange for employee payroll deductions. In the first quarter of fiscal year 2009, 21,575 treasury shares were resold at a 10% discount to market value to three employees of U.S. Education Corporation (“U.S. Education”) upon the acquisition of that business (see “Note 6 – Business Combinations”). When treasury shares are reissued, DeVry uses an average cost method to reduce the Treasury Stock balance. Gains on the difference between the average cost and the reissuance price are credited to Additional Paid-in Capital. Losses on the difference are charged to Additional Paid-in Capital to the extent that previous net gains from reissuance are included therein; otherwise such losses are charged to Retained Earnings.

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Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss) is composed of the change in cumulative translation adjustment, unrealized gains and losses on available-for-sale marketable securities, net of the effects of income taxes, and the differences between changes in the fair values of the cash flow hedging instruments and the amount of these instruments being amortized to earnings. The following are the amounts recorded in Accumulated Other Comprehensive Income (Loss) for the three and six months ended December 31 (dollars in thousands).

	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2008			2007			2008			2007
Balance at Beginning of Period	$	(2,557	)	$	(1,550	)	$	(2,963	)	$	(918	)
Net Unrealized Investment Losses		(5,112	)		(149	)		(5,253	)		(142	)
Net Unrealized Investment Losses Recognized		6,378			-			6,378			-
Translation Adjustments		1,760			(89	)		2,307			(728	)
Balance at End of Period	$	469		$	(1,788	)	$	469		$	(1,788	)

The Accumulated Other Comprehensive Income (Loss) balance at December 31, 2008, consists of $1,000,000 of cumulative translation gains and $531,000 of unrealized losses on available-for-sale marketable securities, net of tax of $328,000. At December 31, 2007, this balance consisted of $1,646,000 of cumulative translation losses and $142,000 of unrealized gains on available-for-sale marketable securities.

Advertising Expense

Advertising costs are recognized as expense in the period in which materials are purchased or services are performed. Advertising expense, which is included in student services and administrative expense in the Consolidated Statements of Income, was $44.3 million and $84.1 million for the three and six months ended December 31, 2008, respectively. Advertising expense for the three and six months ended December 31, 2007, was $30.5 million and $59.1 million, respectively. Advanced Academics, which was acquired on October 31, 2007, and U.S. Education, which was acquired on September 18, 2008, accounted for a significant portion of the increase in advertising expense.

Recent Accounting Pronouncements

SFAS 141(R)

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141(R), “Business Combinations” (“SFAS 141(R)”). SFAS 141(R) retains the fundamental requirements of Statement of Financial Accounting Standards No. 141 (“SFAS 141”) that the acquisition method of accounting be used for all business combinations. SFAS 141(R) also retains the guidance in SFAS 141 for identifying and recognizing intangible assets separately from goodwill. However, the new accounting requirements of SFAS 141(R) will change how business acquisitions are accounted for and will impact financial statements both on the acquisition date and in subsequent periods. For DeVry, SFAS 141(R) is effective beginning in fiscal year 2010.

SFAS 160

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB number 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting standards to improve the relevance, comparability and transparency of the financial information provided in a company’s financial statements as it relates to minority interests in the equity of a subsidiary. These minority interests will be recharacterized as noncontrolling interests and classified as a component of equity. For DeVry, SFAS 160 is effective beginning in fiscal year 2010. DeVry does not expect that the adoption of SFAS 160 will have a material impact on its consolidated financial statements as all current subsidiaries are wholly owned.

SFAS 161

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an Amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161 requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. For DeVry, SFAS 161 is effective beginning in the third quarter of fiscal year 2009. The adoption of SFAS 161 is not expected to have a material impact on DeVry’s consolidated financial statements as DeVry does not currently maintain derivative instruments or engage in hedging activities.

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NOTE 3:

STOCK-BASED COMPENSATION

DeVry maintains four stock-based award plans: the 1994 Stock Incentive Plan, the 1999 Stock Incentive Plan, the 2003 Stock Incentive Plan and the 2005 Incentive Plan. Under these plans, directors, key executives and managerial employees are eligible to receive incentive stock or nonqualified options to purchase shares of DeVry’s common stock. The 2005 Incentive Plan also permits the award of stock appreciation rights, restricted stock, performance stock and other stock and cash based compensation. The 1999 and 2003 Stock Incentive Plans are administered by a Plan Committee of the Board of Directors subject to approval by the Compensation Committee of the Board of Directors. The 2005 Incentive Plan is administered by the Compensation Committee of the Board of Directors. Options are granted for terms of up to 10 years and can vest immediately or over periods of up to five years. The requisite service period is equal to the vesting period. The option price under the plans is the fair market value of the shares on the date of the grant.

DeVry accounts for options granted to retirement eligible employees that fully vest upon an employees’ retirement under the non-substantive vesting period approach to these options. Under this approach, the entire compensation cost is recognized at the grant date for options issued to retirement eligible employees.

At December 31, 2008, 5,551,231 authorized but unissued shares of common stock were reserved for issuance under DeVry’s stock incentive plans.

Effective July 1, 2005, DeVry adopted the provisions of SFAS 123(R) which establishes accounting for stock-based awards exchanged for employee services. Accordingly, stock-based compensation cost is measured at grant date, based on the fair value of the award, and is recognized as expense over the employee’s requisite service period.

The following is a summary of options activity for the six months ended December 31, 2008:

	Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value ($000)
Outstanding at July 1, 2008		3,039,796		$	26.19
Options Granted		433,283		$	51.40
Options Exercised		(333,783	)	$	23.41
Options Canceled		(30,171	)	$	23.99
Outstanding at December 31, 2008		3,109,125		$	30.02		6.71	$	85,170
Exercisable at December 31, 2008		1,718,792		$	25.07		5.24	$	55,597

The total intrinsic value of options exercised for the six months ended December 31, 2008 and 2007 was $10,053,000 and $11,269,000, respectively.

The fair value of DeVry’s stock-based awards was estimated using a binomial model. This model uses historical cancellation and exercise experience of DeVry to determine the option value. It also takes into account the illiquid nature of employee options during the vesting period.

The weighted average estimated grant date fair values, as defined by SFAS 123(R), for options granted at market price under DeVry’s stock option plans during first six months of fiscal years 2009 and 2008 were $23.54 and $16.09, per share, respectively. The fair values of DeVry’s stock option awards were estimated assuming the following weighted average assumptions:

	Fiscal Year
	2009			2008
Expected Life (in Years)		6.79			6.60
Expected Volatility		41.57	%		39.33	%
Risk-free Interest Rate		3.39	%		4.34	%
Dividend Yield		0.23	%		0.32	%
Pre-vesting Forfeiture Rate		5.00	%		5.00	%

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The expected life of the options granted is based on the weighted average exercise life with age and salary adjustment factors from historical exercise behavior. DeVry’s expected volatility is computed by combining and weighting the implied market volatility, it’s most recent volatility over the expected life of the option grant, and DeVry’s long-term historical volatility. The pre-vesting forfeiture rate is based on DeVry’s historical stock option forfeiture experience.

If factors change and different assumptions are employed in the application of SFAS 123(R) in future periods, the stock-based compensation expense that DeVry records may differ significantly from what was recorded in the previous period.

During August and November 2008, DeVry granted 81,435 shares of restricted stock to selected employees. These shares are subject to restrictions which lapse ratably over a four-year period from the grant date based on the recipient’s continued employment with DeVry, or upon retirement. During the restriction period, the recipient shall have a beneficial interest in the restricted stock and all associated rights and privileges of a stockholder, including the right to vote and receive dividends. The following is a summary of restricted stock activity for the six months ended December 31, 2008:

	Restricted Stock Outstanding		Weighted Average Grant Date Fair Value
Nonvested at July 1, 2008		-	$	-
Shares Granted		81,435	$	51.32
Shares Vested		-	$	-
Shares Canceled		-	$	-
Nonvested at December 31, 2008		81,435	$	51.32

The following table shows total stock-based compensation expense included in the Consolidated Statement of Earnings:

	For the Three Months Ended December 31,						For the Six Months Ended December 31,
	2008			2007			2008			2007
	(Dollars in thousands)
Cost of Educational Services	$	543		$	438		$	1,539		$	922
Student Services and Administrative Expense		1,155			929			3,270			1,959
Income Tax Benefit		(279	)		(184	)		(741	)		(388	)
Net Stock-Based Compensation Expense	$	1,419		$	1,183		$	4,068		$	2,493

As of December 31, 2008, $19.9 million of total pre-tax unrecognized compensation costs related to non-vested awards is expected to be recognized over a weighted average period of 3.4 years. The total fair value of options and shares vested during the six months ended December 31, 2008 and 2007 was approximately $4.9 million and $4.7 million, respectively.

There were no capitalized stock-based compensation costs at December 31, 2008 and 2007.

DeVry has an established practice of issuing new shares of common stock to satisfy share option exercises. However, DeVry also may issue treasury shares to satisfy option exercises under certain of its plans.

NOTE 4:

FAIR VALUE OF FINANCIAL INSTRUMENTS

Effective July 1, 2008, DeVry adopted SFAS No. 157, Fair Value Measurements (SFAS No. 157). In accordance with Financial Accounting Standards Board Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157 (FSP 157-2), we will defer the adoption of SFAS No. 157 for our nonfinancial assets and nonfinancial liabilities, including long-lived assets, goodwill and intangible assets, until July 1, 2009. The adoption of SFAS No. 157 did not have a material impact on our fair value measurements.

In October 2008, the FASB issued FSP FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active ("FSP FAS 157-3"). FSP FAS 157-3 clarifies the application of SFAS 157 in a market that is not active. Management has fully considered this guidance when determining the fair value of our financial assets as of December 31, 2008.

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SFAS 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. SFAS 157 also specifies a fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. In accordance with SFAS 157, fair value measurements are classified under the following hierarchy:

Level 1 – Quoted prices for identical instruments in active markets.

Level 2– Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets.

Level 3 – Model-derived valuations in which one or more significant inputs or significant value-drivers are unobservable.

When available, DeVry uses quoted market prices to determine fair value, and such measurements are classified within Level 1. In some cases where market prices are not available, DeVry makes use of observable market based inputs to calculate fair value, in which case the measurements are classified within Level 2. If quoted or observable market prices are not available, fair value is based upon internally developed models that use, where possible, current market-based parameters such as interest rates and yield curves. These measurements are classified within Level 3.

Fair value measurements are classified according to the lowest level input or value-driver that is significant to the valuation. A measurement may therefore be classified within Level 3 even though there may be significant inputs that are readily observable.

The following tables present DeVry’s assets at December 31, 2008, that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy.

	Level 1		Level 2		Level 3
Cash Equivalents	$	165,237	$	-	$	-
Available for Sale Investments:
Marketable Securities, short-term		1,861		-		-
Trading Securities:
Investments, long-term		-		-		57,757
Total Assets at Fair Value	$	167,098	$	-	$	57,757

Cash Equivalents and investments in short-term Marketable Securities are valued using a market approach based on the quoted market prices of identical instruments. Long-term Investments consist of auction rate securities and put rights on the auction rate securities. Both are valued using a discounted cash flow model using assumptions that, in management’s judgment, reflect the assumptions a marketplace participant would use. Significant unobservable inputs include collateralization of the respective underlying security; credit worthiness of the issuer; duration for holding the security and quotes received from DeVry’s broker. See “Note 2-Summary Of Significant Accounting Policies-Marketable Securities and Investments” for further information on these investments.

Below is a roll-forward of assets measured at fair value using Level 3 inputs for the six months ended December 31, 2008.

	Investments - Long Term
	Three Months Ended			Six Months Ended
	December 31,			December 31,
	2008			2008
Balance at Beginning of Period	$	57,128		$	57,171
Total Unrealized Gains (Losses) Included in Income:
Recognition of UBS Put Right		8,599			8,599
Transfer of ARS to Trading Security		(10,317	)		(10,317	)
Net Charged to Other Comprehensive Income (Loss) (1)		2,347			2,304
Purchases, Sales and Maturities		-			-
Balance at December 31, 2008	$	57,757		$	57,757

(1)	– Upon the transfer of the auction rate securities from available for sale to trading securities, the cumulative unrealized loss was reversed from Other Comprehensive Income (Loss) and charged to earnings.

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NOTE 5:

DIVIDENDS AND STOCK REPURCHASE PROGRAM

On November 13, 2008, the DeVry Board of Directors declared a cash dividend of $0.08 per share. This dividend was paid on January 9, 2009, to common stockholders of record as of December 12, 2008. The total dividend declared of $5.7 million was recorded as a reduction to retained earnings as of December 31, 2008. Future dividends will be at the discretion of the Board of Directors.

On May 13, 2008, the DeVry Board of Directors declared a cash dividend of $0.06 per share. This dividend was paid on July 10, 2008, to common stockholders of record as of June 19, 2008. The total dividend declared of $4.3 million was recorded as a reduction to retained earnings as of June 30, 2008. Future dividends will be at the discretion of the Board of Directors.

On May 13, 2008, the DeVry Board of Directors authorized a share repurchase program, which allows the company to repurchase up to $50 million of its common stock through December 31, 2010. As of December 31, 2008, DeVry has repurchased, on the open market, 98,100 shares of its common stock at a total cost of approximately $5.4 million. The timing and amount of any repurchase will be determined by management based on its evaluation of market conditions and other factors. These repurchases may be made through the open market, including block purchases, or in privately negotiated transactions, or otherwise. The buyback will be funded through available cash balances and/or borrowings, and may be suspended or discontinued at any time.

On November 15, 2006, the DeVry Board of Directors authorized a share repurchase program. The stock repurchase program allowed DeVry to repurchase up to $35 million of its common stock through December 31, 2008. As of April, 2008, DeVry completed this repurchase program having repurchased, on the open market, 908,399 shares of its common stock at a total cost of $35 million. These buybacks were funded through available cash balances.

Shares of stock repurchased under the programs are held as treasury shares. These repurchased shares have reduced the weighted average number of shares of common stock outstanding for basic and diluted earnings per share calculations

NOTE 6:

BUSINESS COMBINATIONS

Advanced Academics, Inc.

On October 31, 2007, DeVry Inc. acquired the operations of Advanced Academics, Inc. (“AAI”) for $27.6 million in cash, including costs of acquisition. Funding was provided from DeVry’s existing operating cash balances. The results of AAI’s operations have been included in the consolidated financial statements of DeVry since the date of acquisition.

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. AAI also operates virtual high schools in six states. Since its inception, AAI has delivered online learning programs to more than 40,000 students in more than 200 school districts. The addition of AAI has further diversified DeVry’s curricula.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (dollars in thousands).

	At October 31, 2007

Current Assets	$	4,556
Property and Equipment		210
Other Long-term Assets		3,599
Intangible Assets		10,853
Goodwill		17,108
Total Assets Acquired		36,326
Liabilities Assumed		8,691
Net Assets Acquired	$	27,635

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Of the $10.9 million of acquired intangible assets, $1.3 million was assigned to the value of the AAI trade name which has been determined to not be subject to amortization. The remaining acquired intangible assets have all been determined to be subject to amortization and their values and estimated useful lives are as follows (dollars in thousands):

	As of October 31, 2007
	Value Assigned		Estimated Useful Life

Customer Contracts-Direct to Student	$	4,100	6 yrs 8 mths
Customer Contracts-Direct to District		2,900	4 yrs 8 mths
Curriculum/Software		2,500	5 yrs
Other		53	1 yr

The $17.1 million of goodwill was all assigned to the AAI reporting unit which is classified within the DeVry University segment.

There is no pro forma presentation of prior year operating results related to this acquisition due to the insignificant effect on consolidated operations.

U.S. Education Corporation

On September 18, 2008, DeVry Inc. acquired the operations of U.S. Education, the parent organization of Apollo College and Western Career College, for $290 million. Including working capital adjustments and direct costs of acquisition, total consideration paid was approximately $302 million in cash. The results of U.S. Education’s operations have been included in the consolidated financial statements of DeVry since that date. The total consideration was comprised of approximately $136 million of internal cash resources, approximately $120 million of borrowings under the Company’s existing credit facility and approximately $46 million of borrowings against its outstanding auction rate securities. The final purchase price is subject to adjustment based upon adjustments to actual working capital at the closing date.

Apollo College and Western Career College prepare students for careers in healthcare through certificate and associate degree programs in such rapidly growing fields as nursing, ultrasound and radiography technology, surgical technology, veterinary technology, pharmacy technology, dental hygiene, and medical and dental assisting. The two colleges operate 17 campus locations in the western United States and currently serve more than 9,000 students and have more than 65,000 alumni. The addition of U.S. Education has further diversified DeVry’s curricula.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (dollars in thousands).

	At September 18, 2008

Current Assets	$	46,042
Property and Equipment		19,558
Other Long-term Assets		2,308
Intangible Assets		128,600
Goodwill		186,267
Total Assets Acquired		382,775
Liabilities Assumed		80,980
Net Assets Acquired	$	301,795

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Goodwill is all assigned to the U.S. Education reporting unit which is classified within the Medical and Healthcare segment. Approximately $25 million of the goodwill acquired is expected to be deductible for income tax purposes. Of the $128.6 million of acquired intangible assets, $112.3 million was assigned to the value of the U.S. Education Title IV Eligibility and Accreditations which has been determined to not be subject to amortization. The remaining acquired intangible assets have all been determined to be subject to amortization and their values and estimated useful lives are as follows (dollars in thousands):

	As of December 31, 2008
	Value Assigned		Estimated Useful Life

Trade name-WCC	$	1,500	1 yr 3 months
Trade name-Apollo		1,600	1 yr 3 months
Student Relationships		8,500	1 yr 3 months
Curriculum		800	5 yrs
Outplacement Relationships		3,900	15 yrs

The amount of goodwill recorded at December 31, 2008 and the final purchase price relating to the acquisition are subject to adjustment based on final determination of actual working capital as of the closing date. Deferred income taxes may also be affected by the goodwill and final purchase price determination. DeVry expects to finalize the working capital and purchase price no later than the fourth quarter of fiscal 2009.

The following unaudited pro forma financial information presents the results of operations of DeVry and U.S. Education as if the acquisition had occurred at the beginning of each period. The pro forma information is based on historical results of operations and does not necessarily reflect the actual results that would have occurred, nor is it necessarily indicative of future results of operations of the combined enterprises (dollars in thousands except for per share amounts):

			Pro Forma
	For the Three Months ended December 31,		For the Three Months ended December 31,		For the Six Months ended December 31,
	2008		2007		2008		2007
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Revenues	$	369,615	$	308,341	$	709,239	$	592,548
Operating Income		62,540		48,689		113,086		84,433
Net Income		42,865		34,920		78,730		60,606
Earning per Common Share:
Basic	$	0.60	$	0.49	$	1.10	$	0.85
Diluted	$	0.59	$	0.48	$	1.08	$	0.84

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NOTE 7:

INTANGIBLE ASSETS

Intangible assets consist of the following (dollars in thousands):

	As of December 31, 2008
	Gross Carrying Amount		Accumulated Amortization
Amortized Intangible Assets:
Student Relationships	$	56,270	$	(49,697	)
Customer Contracts		7,000		(1,615	)
License and Non-compete Agreements		2,684		(2,684	)
Class Materials		2,900		(1,600	)
Curriculum/Software		3,300		(628	)
Trade Names		3,210		(813	)
Outplacement Relationships		3,900		(74	)
Other		639		(639	)
Total	$	79,903	$	(57,750	)
Unamortized Intangible Assets:
Trade Names	$	22,272
Trademark		1,645
Ross Title IV Eligibility and Accreditations		14,100
Intellectual Property		13,940
Chamberlain Title IV Eligibility and Accreditations		1,200
USEC Title IV Eligibility		112,300
Total	$	165,457

	As of December 31, 2007
	Gross Carrying Amount		Accumulated Amortization
Amortized Intangible Assets:
Student Relationships	$	47,770	$	(46,307	)
Customer Contracts		7,000		(224	)
License and Non-compete Agreements		2,684		(2,641	)
Class Materials		2,900		(1,400	)
Curriculum/Software		2,500		(83	)
Trade Names		110		(110	)
Other		639		(623	)
Total	$	63,603	$	(51,388	)
Unamortized Intangible Assets:
Trade Names	$	22,272
Trademark		1,645
Ross Title IV Eligibility and Accreditations		14,100
Intellectual Property		13,940
Chamberlain Title IV Eligibility and Accreditations		1,200
Total	$	53,157

Amortization expense for amortized intangible assets was $2.9 million and $3.8 million for the three and six months ended December 31, 2008, respectively, and $1.4 million and $2.4 million for the three and six months ended December 31, 2007. Estimated amortization expense for amortized intangible assets for the next five fiscal years ending June 30 is as follows (dollars in thousands):

Fiscal Year
2009	$	9,752
2010		6,955
2011		2,426
2012		2,118
2013		1,198

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The weighted-average amortization period for amortized intangible assets is 18 months for U.S. Education Student Relationships; approximately six years for AAI customer contracts; six years for License and Non-compete Agreements; 14 years for Class Materials; five years for Curriculum/Software; one year for U.S. Education Trade Names and four years for other Trade Names; 15 years for Outplacement Relationships and six years for Other. These intangible assets, except for the AAI Customer Contracts, are being amortized on a straight-line basis.

The amount being amortized for the AAI Customer Contracts is based on the estimated renewal probability of the contracts, giving consideration to the revenue and discounted cash flow associated with both types of customer relationships. This results in the basis being amortized at an annual rate for each of the years of estimated economic life as follows:

Fiscal Year	Direct to Student			Direct to District
2008		12	%		14	%
2009		18	%		24	%
2010		19	%		25	%
2011		17	%		21	%
2012		14	%		16	%
2013		11	%		-
2014		9	%		-

Indefinite-lived intangible assets related to Trademarks, Trade Names, Title IV Eligibility, Accreditations and Intellectual Property are not amortized, as there are no legal, regulatory, contractual, economic or other factors that limit the useful life of these intangible assets to the reporting entity. As of the end of fiscal years 2008 and 2007, there was no impairment loss associated with these indefinite-lived intangible assets, as estimated fair value exceeds the carrying amount. No impairment indicators were noted through the period ended December 31, 2008.

DeVry determined that as of the end of fiscal years 2008 and 2007, there was no impairment in the value of DeVry’s goodwill for any reporting units. This determination was made after considering a number of factors including a valuation analysis prepared by management. No impairment indicators were noted through the period ended December 31, 2008. The carrying amount of goodwill related to the DeVry University reportable segment was $39.3 million at December 31, 2008 which was an increase of $0.2 million from June 30, 2008. This increase resulted from the final allocation of the AAI purchase price. The carrying amount of goodwill related to the Professional and Training reportable segment was $24.7 million at December 31, 2008, unchanged from June 30, 2008. The carrying amount of goodwill related to the Medical and Healthcare reportable segment at December 31, 2008 was $430.5 million which was an increase of $186.3 million from June 30, 2008. This increase resulted from the allocation of the U.S. Education purchase price as described in “Note 6-Business Combinations”.

NOTE 8:

SALE OF FACILITIES

In February 2008, DeVry sold its facility located in Houston, Texas, for approximately $14.5 million in gross proceeds which resulted in a pre-tax gain of approximately $2.2 million. In connection with the transaction, DeVry entered into an agreement to lease back approximately 60% of the original space in the facility. The leaseback required the deferral of the gain on the sale. The gain is being recognized ratably as a reduction to rent expense over the twelve year term of the lease agreement.

In September 2007, DeVry sold its facility located in Seattle, Washington, for approximately $12.4 million. In connection with the sale, DeVry recorded a pre-tax loss of $5.4 million during the first quarter of fiscal year 2008. In the same transaction, DeVry sold its facility located in Phoenix, Arizona, for approximately $16.0 million which resulted in a pre-tax gain of approximately $7.7 million. In connection with the transaction, DeVry entered into agreements to lease back approximately 60% of the total space of both facilities. The leaseback required the deferral of a portion of the gain on the sale of the Phoenix facility of approximately $6.6 million. This gain will be recognized as a reduction to rent expense over the ten year life of the lease agreement. The remaining pre-tax gain of $1.1 million was recorded during the first quarter of fiscal year 2008. In September 2007, DeVry exercised the option to purchase its leased facility in Alpharetta, Georgia, for $11.2 million. Immediately following the acquisition, DeVry sold the facility to a different party for $11.2 million and executed a leaseback on the entire facility. In connection with this transaction, DeVry accelerated to the first quarter of fiscal year 2008, the recognition of approximately $0.6 million of remaining deferred lease credits associated with the original lease. The recorded net loss on the sale of the facilities and the recognition of the deferred lease credits are separately classified in the Consolidated Statements of Income as a component of Total Operating Costs and Expenses and are related to the DeVry University reportable segment.

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In the second quarter of fiscal 2009, DeVry moved its Decatur, Georgia campus to a new leased facility. The campus was previously located in an owned facility that is currently held as available for sale. DeVry estimates the fair value of this property less costs to sell to be in excess of its carrying value; therefore, no impairment loss was recognized.

In January 2009, DeVry entered into an agreement to buy out a portion of its lease at its Long Island City, New York campus. DeVry will buy out the lease on approximately 40 percent of the space it occupies. In the third quarter of fiscal year 2009, DeVry will record a pre-tax charge of approximately $3.9 million. The charge is composed of a $2.7 million cash outlay and a non-cash charge of $1.2 million related to the write-off of leasehold improvements, net of a deferred rent credit.

NOTE 9:

REDUCTION IN WORKFORCE CHARGES

During the third quarter of fiscal 2007, DeVry offered a voluntary separation plan (VSP) to eligible DeVry University campus-based employees. The decision to take this action resulted from a thorough analysis which revealed that a reduction in the number of employees at DeVry University campuses was warranted to address the subsidiary’s cost structure. The VSP was offered at 22 DeVry University campuses with 285 employees eligible to participate. Seventy employees accepted this separation plan. Separation of employment was effective no later than June 30, 2007. DeVry recorded a pre-tax charge of approximately $3.7 million in the third and fourth quarters of fiscal 2007 in relation to these employees. This charge consists of severance pay and extended medical and dental benefits coverage.

In April 2007, DeVry announced plans for an involuntary reduction in force (RIF) that further reduced its workforce by approximately 150 positions at its DeVry University campus-based operations. This resulted in an additional pre-tax charge in the fourth quarter of fiscal 2007 of approximately $2.6 million that represented severance pay and benefits in relation to these employees.

Cash payments for the VSP and RIF were approximately $68,000 and $135,000, in the three and six months ended December 31, 2008, respectively. These payments will extend until the period of benefit coverage has expired. Of the total amount accrued for the fiscal year 2007 VSP and RIF, approximately $0.4 million remained to be paid as of December 31, 2008.

NOTE 10:

INCOME TAXES

DeVry’s effective income tax rate reflects benefits derived from significant operations outside the United States. Earnings of Ross University’s international operations are not subject to U.S. federal or state income taxes. The principal operating subsidiaries of Ross University are Ross University School of Medicine (the Medical School) incorporated under the laws of the Commonwealth of Dominica and Ross University School of Veterinary Medicine (the Veterinary School), incorporated under the laws of the Federation of St. Christopher Nevis, St. Kitts in the West Indies. Both Schools have agreements with the respective governments that exempt them from local income taxation through the years 2043 and 2023, respectively.

DeVry has not recorded a tax provision for the undistributed international earnings of the Medical and Veterinary Schools. It is DeVry’s intention to indefinitely reinvest accumulated cash balances, future cash flows and post-acquisition undistributed earnings and profits to improve the facilities and operations of the Schools and pursue future opportunities outside of the United States. In accordance with this plan, cash held by Ross University will not be available for general company purposes and under current laws will not be subject to U.S. taxation. Included in DeVry’s consolidated cash balances were approximately $141.5 million and $90.5 million attributable to Ross University’s international operations as of December 31, 2008 and 2007, respectively. As of December 31, 2008 and 2007, cumulative undistributed earnings were approximately $176.3 million and $120.5 million, respectively.

The effective tax rate was 30.1% for the second quarter and 29.3% for the first six months of fiscal year 2009, compared to 28.0% for the second quarter and 27.0% for the first six months of the prior fiscal year. The higher effective income tax rate for the quarter and first six months of fiscal year 2009 is attributable to an increase in the proportion of income generated by U.S. operations to the offshore operations of Ross University as compared to the prior year period. Also the net loss on the fiscal year 2008 first quarter facility sales which carried a tax rate of 39.1% provided a benefit which decreased the effective tax rate in the first six months of fiscal 2008. The effective income tax rate for the fiscal year ended June 30, 2008 was 27.1%.

Effective July 1, 2007, DeVry adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance on derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax disclosures. The cumulative effects of applying this interpretation have been recorded as a decrease of $0.9 million to retained earnings, an increase of $0.5 million to net deferred income tax assets, a decrease of $4.2 million to net deferred income tax liabilities, an increase of $0.7 million to other accrued current taxes and an increase of $4.8 million to other accrued non-current taxes as of July 1, 2007. In conjunction with adoption of FIN 48, we classify uncertain tax positions as non-current tax liabilities unless expected to be paid in one year.

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As of June 30, 2008, the total amount of gross unrecognized tax benefits for uncertain tax positions, including positions impacting only the timing of tax benefits, was $2.6 million. The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $1.9 million. We expect that our unrecognized tax benefits will decrease by an insignificant amount during the next twelve months. DeVry classifies interest and penalties on tax uncertainties as a component of the provision for income taxes. The total amount of interest and penalties accrued as of at June 20, 2008 was $0.8 million. The corresponding amounts at December 31, 2008, were not materially different from the amounts at June 30, 2008.

The Internal Revenue Service is currently examining DeVry’s 2006 and 2007 U.S. Federal Income Tax Returns. DeVry generally remains subject to examination for all tax years beginning on or after July 1, 2004.

NOTE 11:

DEBT

DeVry had no outstanding debt at June 30, 2008 and December 31, 2007. Debt consists of the following at December 31, 2008 (dollars in thousands):

	December 31, 2008
Revolving Credit Facility:	Outstanding Debt		Average Interest Rate
DeVry Inc. as borrower	$	110,000		1.93	%
GEI as borrower		--		--
Total	$	110,000		1.93	%
Auction Rate Securities Collateralized Line of Credit:
DeVry Inc. as borrower		45,124		0.93	%
Total Outstanding Debt	$	155,124		1.64	%
Current Maturities of Debt		135,124		1.60	%
Total Long-term Debt	$	20,000		1.93	%

Revolving Credit Facility

All of DeVry’s borrowings and letters of credit under its $175 million revolving credit facility are through DeVry Inc. and Global Education International, Inc. (“GEI”), an international subsidiary. The revolving credit facility became effective on May 16, 2003, and was amended as of September 30, 2005 and again on January 11, 2007. DeVry Inc. aggregate commitments including borrowings and letters of credit under this agreement in total not to exceed $175.0 million, and GEI aggregate commitments cannot exceed $50.0 million. At the request of DeVry, the maximum borrowings and letters of credit can be increased to $275.0 million in total with GEI aggregate commitments not to exceed $50.0 million. There are no required payments under this revolving credit agreement and all borrowings and letters of credit mature on January 11, 2012. As a result of the agreement extending beyond one year, all borrowings are classified as long-term with the exception of amounts expected to be repaid in the 12 months subsequent to the balance sheet date. DeVry Inc. letters of credit outstanding under this agreement were $15.2 million and $3.9 million as of December 31, 2008 and 2007, respectively. As of December 31, 2008, outstanding borrowings under this agreement bear interest, payable quarterly or upon expiration of the interest rate period, at the prime rate or at a LIBOR rate plus 0.50%, at the option of DeVry. Outstanding letters of credit under the revolving credit agreement are charged an annual fee equal to 0.50% of the undrawn face amount of the letter of credit, payable quarterly. The agreement also requires payment of a commitment fee equal to 0.1% of the undrawn portion of the credit facility. The interest rate, letter of credit fees and commitment fees are adjustable quarterly, based upon DeVry’s achievement of certain financial ratios.

The revolving credit agreement contains certain covenants that, among other things, require maintenance of certain financial ratios, as defined in the agreements. These financial ratios include a consolidated fixed charge coverage ratio, a consolidated leverage ratio and a composite Equity, Primary Reserve and Net Income, Department of Education, financial responsibility ratio (“DOE Ratio”). Failure to maintain any of these ratios or to comply with other covenants contained in the agreement will constitute an event of default and could result in termination of the agreements and require payment of all outstanding borrowings. DeVry was in compliance with all debt covenants as of December 31, 2008.

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The stock of certain subsidiaries of DeVry is pledged as collateral for the borrowings under the revolving credit facility.

Auction Rate Securities Collateralized Line of Credit

In connection with the completion of the acquisition of U.S. Education, on September 18, 2008, (See NOTE 6: BUSINESS COMBINATIONS) DeVry borrowed approximately $46 million against its portfolio of auction rate securities under a temporary, uncommitted, demand revolving line of credit facility between DeVry Inc. and UBS Bank USA (the “Lender”). This borrowing totaled approximately 80% of the fair market value on September 18, 2008, of DeVry’s auction rate securities portfolio held through its broker, UBS, which is the maximum borrowing permitted under this credit facility.

Under this lending agreement, the Lender may demand payment at any time and for any reason. In addition, the credit facility may be terminated at the Lender’s discretion, on such date as the auction rate securities portfolio may be liquidated in such amounts and at such a price as the Lender may determine to be acceptable. Under this lending agreement, interest will be charged monthly at a rate equal to 30-day LIBOR, adjusted daily, plus a spread which is initially set at 0.50%. No interest payments are required as long as the minimum equity ratio is maintained in the collateral accounts and outstanding loan balances do not exceed the approved credit limit of $46 million. Any proceeds from the liquidation, redemption, sale or other disposition of all or part of the auction rate securities and all interest, dividends and other income payments received from the auction rate securities will be transferred automatically to the Lender as payments under the lending agreement.

NOTE 12:

COMMITMENTS AND CONTINGENCIES

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. Plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Ninth Circuit on January 8, 2008. DeVry continues to defend itself vigorously with respect to this claim. DeVry filed a motion to dismiss the appeal on January 2, 2009, which awaits ruling.

In May 2008, the U.S. Department of Justice, Civil Division, working with the U.S. Attorney for the Northern District of Illinois, requested that DeVry voluntarily furnish documents and other information regarding its policies and practices with respect to recruiter compensation and performance evaluation. The stated purpose of the request was made to examine whether DeVry may have submitted or caused the submission of false claims or false statements to the U.S. Department of Education in violation of the False Claims Act ("FCA"). After providing the government its full cooperation, DeVry was advised by the U.S. Attorney for the Northern District of Illinois, on October 16, 2008, that the government had concluded its inquiry and had declined to intervene in an underlying qui tam action that had precipitated the government's inquiry. The case, which was unsealed as a result of the government’s action, was originally filed in September 2007 by a former DeVry employee, Jennifer S. Shultz. The action, which is pending in the United States District Court for the Northern District of Illinois, Eastern Division, relates to whether DeVry’s compensation plans for admission representatives violated the Higher Education Act ("HEA") and the Department Of Education ("DOE") regulations prohibiting an institution participating in Title IV Programs from providing any commission, bonus or other incentive payment based directly or indirectly on success in securing enrollments to any person or entity engaged in any student recruitment or admissions activity. A number of similar lawsuits have been filed in recent years against educational institutions that receive Title IV funds. A first amended complaint in the Shultz matter was unsealed by a court order dated December 31, 2008. The amended complaint outlines a theory of damages based upon Title IV funding disbursements to DeVry over a number of years and asserts the plaintiff is entitled to recover treble the amount of actual damages allegedly sustained by the federal government as a result of the alleged activity, plus civil monetary penalties. DeVry is defending this claim vigorously. On January 26, 2009, DeVry filed a motion to dismiss the case entirely.

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In April 2004, U.S. Education, successor to Silicon Valley College, was sued in a qui tam action brought in the Northern District of California pursuant to the FCA. This action also relates to whether U.S. Education’s compensation plans for admission representatives violated the HEA and the DOE regulations prohibiting an institution participating in Title IV Programs from providing any commission, bonus or other incentive payment based directly or indirectly on success in securing enrollments to any person or entity engaged in any student recruitment or admissions activity. The DOJ declined to intervene in this action as well. In October 2005, the Court granted U.S. Education’s motion to dismiss the complaint with prejudice. Plaintiffs appealed the District Court's order dismissing the complaint to the Ninth Circuit Court of Appeals. In January 2008, the Ninth Circuit affirmed the district court's dismissal of the complaint. The Ninth Circuit observed that the conduct alleged in the complaint – that recruiters were terminated for failing to meet enrollment quotas – was not prohibited by the HEA or DOE regulations. The Ninth Circuit also rejected a subsequent motion for rehearing and rehearing en banc and, on April 25, 2008, issued a mandate. In September 2008, Plaintiffs filed a Petition for Writ of Certiorari with the Supreme Court of the United States. The Court rejected the Petition as well as a subsequent Petition for Reconsideration thereby exhausting all of Plaintiffs' options for relief by the Court and bringing this matter to a close.

In August 2007, Western Career College (“WCC”), a subsidiary of U.S. Education, was sued in a qui tam action. This qui tam Action, brought in the Eastern District of California pursuant to both the Federal and California FCA, again relates to whether WCC’s compensation plans for admission representatives violates the HEA and DOE regulations prohibiting an institution participating in Title IV Programs from providing any commission, bonus or other incentive payment based directly or indirectly on success in securing enrollments to any person or entity engaged in any student recruitment or admissions activity. In April 2008, the DOJ and the California Attorney General declined to intervene in the action and, on July 30, 2008, Plaintiff filed a Request for Dismissal of Action, Without Prejudice. The lawsuit was never served upon WCC and the Court docket reflects the matter as closed.

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.

NOTE 13:

SEGMENT INFORMATION

DeVry’s principal business is providing post-secondary education. DeVry’s operations are described in more detail in “Note 1- Nature of Operations” to the consolidated financial statements contained in its Annual Report on Form 10-K for the fiscal year ended June 30, 2008. DeVry presents three reportable segments: the DeVry University undergraduate and graduate and the Advanced Academics operations (DeVry University); the Ross University medical and veterinary schools, Chamberlain College of Nursing operations and the U.S. Education operations (Medical and Healthcare); and the professional exam review and training operations which includes Becker CPA Review and Stalla Review for the CFA Exams (Professional and Training).

These segments are consistent with the method by which management evaluates performance and allocates resources. Such decisions are based, in part, on each segment’s operating income, which is defined as income before interest income, interest expense, amortization and income taxes. Intersegment sales are accounted for at amounts comparable to sales to nonaffiliated customers and are eliminated in consolidation. The accounting policies of the segments are the same as those described in “Note 2 — Summary of Significant Accounting Policies” to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2008.

The consistent measure of segment profit excludes interest income, interest expense, amortization and certain corporate-related depreciation. As such, these items are reconciling items in arriving at income before income taxes. The consistent measure of segment assets excludes deferred income tax assets and certain depreciable corporate assets. Additions to long-lived assets have been measured in this same manner. Reconciling items are included as corporate assets.

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Following is a tabulation of business segment information based on the current segmentation for the three and six months ended December 31, 2008 and 2007. Corporate information is included where it is needed to reconcile segment data to the consolidated financial statements.

	For the Three Months						For the Six Months
	Ended December 31,						Ended December 31,
	2008			2007			2008			2007
Revenues:	(Dollars in Thousands)
DeVry University	$	253,667		$	213,394		$	484,347		$	408,159
Medical and Healthcare		97,979			42,586			151,257			79,826
Professional and Training		17,969			17,757			37,728			36,070
Total Consolidated Revenues	$	369,615		$	273,737		$	673,332		$	524,055
Operating Income:
DeVry University	$	34,835		$	28,220		$	60,123		$	43,781
Medical and Healthcare		26,666			15,262			42,017			26,863
Professional and Training		4,526			5,374			12,249			13,732
Reconciling Items:
Amortization Expense		(2,919	)		(1,355	)		(3,835	)		(2,401	)
Depreciation and Other		(568	)		(568	)		(1,202	)		(1,140	)
Total Consolidated Operating Income	$	62,540		$	46,933		$	109,352		$	80,835
Interest:
Interest Income	$	1,710		$	2,892		$	3,852		$	5,299
Interest Expense		(1,176	)		(98	)		(1,529	)		(319	)
Net Investment Loss		(1,718	)		-			(1,718	)		-
Net Interest Income		(1,184	)		2,794			605			4,980
Total Consolidated Income before Income Taxes	$	61,356		$	49,727		$	109,957		$	85,815
Segment Assets:
DeVry University	$	484,270		$	476,413		$	484,270		$	476,413
Medical and Healthcare		887,058			427,077			887,058			427,077
Professional and Training		64,105			72,555			64,105			72,555
Corporate		19,454			20,287			19,454			20,287
Total Consolidated Assets	$	1,454,887		$	996,332		$	1,454,887		$	996,332
Additions to Long-lived Assets:
DeVry University	$	6,906		$	35,261		$	13,298		$	49,413
Medical and Healthcare		26,248			2,383			343,144			6,357
Professional and Training		27			147			76			161
Total Consolidated Additions to Long-lived Assets	$	33,181		$	37,791		$	356,518		$	55,931
Reconciliation to Consolidated Financial Statements:
Capital Expenditures	$	14,570		$	9,817		$	25,208		$	27,957
Increase in Capital Assets from Acquisitions		-			210			9,558			210
Increase in Intangible Assets and Goodwill		18,611			27,764			311,752			27,764
Total Increase in Consolidated Long-lived Assets	$	33,181		$	37,791		$	356,518		$	55,931
Depreciation Expense:
DeVry University	$	7,240		$	7,095		$	14,244		$	13,858
Medical and Healthcare		2,857			1,480			4,411			2,802
Professional and Training		90			103			177			198
Corporate		188			180			368			405
Total Consolidated Depreciation	$	10,375		$	8,858		$	19,200		$	17,263
Intangible Asset Amortization Expense:
DeVry University	$	488		$	317		$	985		$	317
Medical and Healthcare		2,382			982			2,748			1,965
Professional and Training		49			56			102			119
Total Consolidated Amortization	$	2,919		$	1,355		$	3,835		$	2,401

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In September 2007, DeVry executed a sale leaseback transaction for its facilities in Seattle, Washington, and Phoenix, Arizona. In connection with these transactions, DeVry recorded a pre-tax loss of $4.3 million during the first quarter of fiscal year 2008. This loss is included in operating income of the DeVry University reportable segment.

In September 2007, DeVry exercised the option to purchase its leased facility in Alpharetta, Georgia. Immediately following the acquisition, DeVry sold the facility to a different party and executed a leaseback on the entire facility. In connection with this transaction, DeVry accelerated to the first quarter of fiscal year 2008, the recognition of approximately $0.6 million of remaining deferred lease credits associated with the original lease. This income is included in operating income of the DeVry University reportable segment.

DeVry conducts its educational operations in the United States, Canada, the Caribbean countries of Dominica and St. Kitts/Nevis, Europe, the Middle East and the Pacific Rim. Other international revenues, which are derived principally from Canada, were less than 5% of total revenues for the three and six months ended December 31, 2008 and 2007. Revenues and long-lived assets by geographic area are as follows:

	For the Three Months				For the Six Months
	Ended December 31,				Ended December 31,
	2008		2007		2008		2007
Revenues from Unaffiliated Customers:	(Dollars in Thousands)
Domestic Operations	$	326,354	$	234,375	$	591,478	$	450,296
International Operations:
Dominica and St. Kitts/Nevis		40,905		36,763		77,017		68,471
Other		2,356		2,599		4,837		5,288
Total International		43,261		39,362		81,854		73,759
Consolidated	$	369,615	$	273,737	$	673,332	$	524,055
Long-lived Assets: