8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report

(Date of earliest event reported)

April 24, 2017

DEVRY EDUCATION GROUP INC.

 (Exact name of registrant as specified in its charter)

Delaware	1-13988	36-3150143
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3005 Highland Parkway Downers Grove, Illinois	60515
(Address of principal executive offices)	(Zip Code)

(630) 515-7700

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CPR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

Following changes in strategic priorities that were implemented in the third quarter of fiscal year 2017, DeVry Education Group Inc. (“DeVry Group”) will report its financial performance based on the four reporting segments (described below) beginning with the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 and the press release announcing DeVry Group’s third quarter fiscal year 2017 results. Prior periods will be presented in accordance with these changes in all future quarterly and annual filings.

The DeVry Group operating segments summarized below are aggregated into the new reporting segments based on a combination of factors, including comparable long-term margins, the nature of the product or services, the methods used to deliver services and the nature of the regulatory environment in which they operate.

Reporting Segment*	Operating Segments	Changes
Medical and Healthcare	o   Chamberlain College of Nursing o   Medical and Veterinary Schools	Carrington College moved to the new U.S. Traditional Postsecondary reporting segment.
Professional Education	o   Becker Professional Education	Professional Education presented as a new stand-alone reporting segment. This operating segment was previously combined with DeVry Education of Brazil in the International and Professional Education reporting segment, which has been eliminated.
Technology and Business	o   DeVry Education of Brazil	DeVry Education of Brazil presented as a new non-Title IV Technology and Business education reporting segment. This operating segment was previously combined with Becker Professional Education in the International and Professional Education reporting segment, which has been eliminated. In addition, the former Business, Technology and Management reporting segment has been eliminated.
U.S. Traditional Postsecondary	o   DeVry University o   Carrington College	Combines former Business, Technology and Management segment with Carrington College. These operating segments are both U.S. Title IV participating institutions with similar student profiles, growth and margins.

*Home Office and Other contains items not allocated to a reportable segment will be included to reconcile to reported consolidated results.

Management has determined that these reporting segments align with DeVry Group’s current strategic priorities and resource allocation. DeVry Group’s chief operating decision maker, its President and Chief Executive Officer, regularly reviews financial information and evaluates operating and management performance based on these new reporting segments.

DeVry Group is furnishing this Current Report on Form 8-K to provide investors with segment summary financial information and segment historical data that is consistent with the new reporting structure. The schedules in Exhibit 99.1 provide unaudited summary financial information in accordance with the new reporting segments for the previously reported fiscal years ended June 30, 2015 and June 30, 2016, the previously reported quarters in fiscal year 2016, and the first two quarters in fiscal year 2017.

The schedules in Exhibit 99.2 also include operating income by reportable segment on both a generally accepted accounting principles (“GAAP”) and a non-GAAP basis. Management believes that the non-GAAP disclosure of operating income excluding special items provides investors with useful supplemental information regarding the underlying business trends and performance of DeVry Group’s ongoing operations and is useful for period-over-period comparisons of such operations given the nature of the special items. DeVry Group uses these supplemental financial measures internally in its management and budgeting process. However, these non-GAAP financial measures should be viewed in addition to, and not as a substitute for, DeVry Group’s reported results prepared in accordance GAAP.

This information does not restate DeVry Group’s previously reported consolidated financial statements for any period. It does not change DeVry Group’s previously reported consolidated total assets, liabilities or shareholders’ equity or its reported consolidated net income or earnings per share, nor does it reflect any subsequent information or events, other than as required to reflect the change in reporting segments as described above. The updated information should be read in conjunction with our previously filed reports on Form 10-K and Form 10-Q which are not being recast for this change in reporting segments.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 8.01 of this current report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.

DeVry Group management expects to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 with the Securities and Exchange Commission on or about May 4, 2017.

Item 9.01 Financial Statements and Exhibits

99.1	Schedule of Segment Financial Information for the years ended June 30, 2015 and June 30, 2016, and quarters ended September 30, 2015 through December 31, 2016.
99.2	Schedule of Non-GAAP Operating Income for the years ended June 30, 2015 and June 30, 2016, and quarters ended September 30, 2015 through December 31, 2016.

SIGNATURES

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

	DEVRY EDUCATION GROUP INC.
	(Registrant)
Date: April 24, 2017	By:	/s/ Kathleen Carroll
		Kathleen Carroll
		Vice President and Controller

EX-99.1

Exhibit 99.1

DEVRY EDUCATION GROUP INC.    

SCHEDULE OF SEGMENT SUMMARY FINANCIAL INFORMATION

(unaudited and amounts in thousands)

	Years Ended
	June 30, 2015			June 30, 2016
Revenue:
Medical and Healthcare	$	700,806		$	783,655
Professional Education		99,608			102,921
Technology and Business		159,231			196,097
U.S. Traditional Postsecondary		952,833			763,809
Intersegment Elimination and Other		(2,535	)		(2,945	)
Total Consolidated Revenue	$	1,909,943		$	1,843,537
Operating Income (Loss) from Continuing Operations:
Medical and Healthcare	$	155,377		$	178,484
Professional Education		22,036			28,043
Technology and Business		15,638			13,580
U.S. Traditional Postsecondary		(25,177	)		(211,299	)
Home Office and Other (1)		(10,964	)		(20,951	)
Total Consolidated Operating Income (Loss) from
Continuing Operations	$	156,910		$	(12,143	)
Segment Assets:
Medical and Healthcare	$	941,995		$	827,951
Professional Education		116,959			91,741
Technology and Business		280,082			583,020
U.S. Traditional Postsecondary		623,093			326,058
Home Office and Other (1)		77,703			268,226
Total Consolidated Assets	$	2,039,832		$	2,096,996
Additions to Long-Lived Assets:
Medical and Healthcare	$	53,704		$	25,645
Professional Education		1,399			1,120
Technology and Business		138,075			206,955
U.S. Traditional Postsecondary		11,269			17,941
Home Office and Other		9,704			10,806
Total Consolidated Additions to Long-Lived Assets	$	214,151		$	262,467
Reconciliation to Consolidated Financial Statements
Capital Expenditures	$	88,707		$	69,396
Increase in Capital Assets from Acquisitions		10,921			13,778
Increase in Intangible Assets and Goodwill		114,523			179,293
Total Increase in Consolidated Long-Lived Assets	$	214,151		$	262,467
Depreciation Expense:
Medical and Healthcare	$	21,943		$	28,616
Professional Education		1,792			721
Technology and Business		4,372			5,189
U.S. Traditional Postsecondary		42,628			32,079
Home Office and Other		14,273			12,795
Total Consolidated Depreciation	$	85,008		$	79,400
Intangible Asset Amortization Expense:
Medical and Healthcare	$	387		$	-
Professional Education		912			563
Technology and Business		2,530			4,629
U.S. Traditional Postsecondary		260			255
Total Consolidated Amortization	$	4,089		$	5,447

(1)  Certain activity previously reported in the reporting segments has been reclassified to Home Office and Other to reflect current segment reporting.

DEVRY EDUCATION GROUP INC.
SCHEDULE OF SEGMENT SUMMARY FINANCIAL INFORMATION
(unaudited and amounts in thousands)
	Three Months Ended
	September 30, 2015			December 31, 2015			March 31, 2016			June 30, 2016
Revenue:
Medical and Healthcare	$	183,812		$	196,590		$	210,215		$	193,038
Professional Education		25,420			22,314			23,683			31,504
Technology and Business		33,253			40,089			48,062			74,693
U.S. Traditional Postsecondary		199,638			197,996			193,008			173,167
Intersegment Elimination and Other		(710	)		(786	)		(747	)		(702	)
Total Consolidated Revenue	$	441,413		$	456,203		$	474,221		$	471,700
Operating Income (Loss):
Medical and Healthcare	$	36,826		$	46,644		$	57,450		$	37,564
Professional Education		5,691			4,042			5,905			12,405
Technology and Business		(3,669	)		3,805			(1,583	)		15,027
U.S. Traditional Postsecondary		(27,822	)		(107,948	)		2,942			(78,471	)
Home Office and Other (1)		(2,779	)		(2,920	)		(3,867	)		(11,385	)
Total Consolidated Operating Income (Loss)	$	8,247		$	(56,377	)	$	60,847		$	(24,860	)
Segment Assets:
Medical and Healthcare	$	996,110		$	782,220		$	830,493		$	827,951
Professional Education		105,362			101,325			109,478			91,741
Technology and Business		231,665			436,007			504,640			583,020
U.S. Traditional Postsecondary		706,202			486,737			570,976			326,058
Home Office and Other (1)		67,270			86,251			81,472			268,226
Total Consolidated Assets	$	2,106,609		$	1,892,540		$	2,097,059		$	2,096,996
Additions to Long-Lived Assets:
Medical and Healthcare	$	8,162		$	5,611		$	2,798		$	9,074
Professional Education		595			-			220			305
Technology and Business		5,066			183,499			5,557			12,833
U.S. Traditional Postsecondary		5,689			5,548			2,945			3,759
Home Office and Other		3,241			4,346			2,080			1,139
Total Consolidated Additions to Long-Lived Assets	$	22,753		$	199,004		$	13,600		$	27,110
Reconciliation to Consolidated Financial Statements
Capital Expenditures	$	22,753		$	18,295		$	9,956		$	18,392
Increase in Capital Assets from Acquisitions		-			13,487			-			291
Increase in Intangible Assets and Goodwill		-			167,222			3,644			8,427
Total Increase in Consolidated Long-Lived Assets	$	22,753		$	199,004		$	13,600		$	27,110
Depreciation Expense:
Medical and Healthcare	$	6,790		$	6,741		$	7,526		$	7,559
Professional Education		277			206			66			172
Technology and Business		1,157			1,106			1,272			1,654
U.S. Traditional Postsecondary		8,453			8,461			7,805			7,360
Home Office and Other		3,000			3,179			3,310			3,306
Total Consolidated Depreciation	$	19,677		$	19,693		$	19,979		$	20,051
Intangible Asset Amortization Expense:
Professional Education	$	151		$	150		$	147		$	115
Technology and Business		961			1,163			1,200			1,305
U.S. Traditional Postsecondary		60			65			65			65
Total Consolidated Amortization	$	1,172		$	1,378		$	1,412		$	1,485

(1)  Certain activity previously reported in the reporting segments has been reclassified to Home Office and Other to reflect current segment reporting

DEVRY EDUCATION GROUP INC.
SCHEDULE OF SEGMENT SUMMARY FINANCIAL INFORMATION
(unaudited and amounts in thousands)
	Three Months Ended
	September 30, 2016			December 31, 2016
Revenue:
Medical and Healthcare	$	199,769		$	201,409
Professional Education		34,730			27,366
Technology and Business		58,240			73,387
U.S. Traditional Postsecondary		157,875			154,840
Intersegment Elimination and Other		(722	)		(652	)
Total Consolidated Revenue	$	449,892		$	456,350
Operating Income (Loss):
Medical and Healthcare	$	43,863		$	52,153
Professional Education		6,057			134
Technology and Business		(1,976	)		13,482
U.S. Traditional Postsecondary		(10,006	)		(5,681	)
Home Office and Other		(4,831	)		(55,242	)
Total Consolidated Operating Income	$	33,107		$	4,846
Segment Assets:
Medical and Healthcare	$	894,136		$	874,839
Professional Education		458,974			456,824
Technology and Business		574,860			581,355
U.S. Traditional Postsecondary		311,952			270,677
Home Office and Other (1)		84,434			117,738
Total Consolidated Assets	$	2,324,356		$	2,301,433
Additions to Long-Lived Assets:
Medical and Healthcare	$	3,303		$	3,541
Professional Education		363,710			-
Technology and Business		4,785			2,828
U.S. Traditional Postsecondary		1,997			1,404
Home Office and Other		1,227			1,315
Total Consolidated Additions to Long-Lived Assets	$	375,022		$	9,088
Reconciliation to Consolidated Financial Statements
Capital Expenditures	$	11,318		$	9,088
Increase in Capital Assets from Acquisitions		4,913			-
Increase in Intangible Assets and Goodwill		358,791			-
Total Increase in Consolidated Long-Lived Assets	$	375,022		$	9,088
Depreciation Expense:
Medical and Healthcare	$	6,478		$	6,720
Professional Education		167			180
Technology and Business		1,941			2,169
U.S. Traditional Postsecondary		5,954			5,962
Home Office and Other		2,936			3,060
Total Consolidated Depreciation	$	17,476		$	18,091
Intangible Asset Amortization Expense:
Professional Education	$	1,902		$	1,884
Technology and Business		1,361			548
U.S. Traditional Postsecondary		-			-
Total Consolidated Amortization	$	3,263		$	2,432

(1)  Certain activity previously reported in the reporting segments has been reclassified to Home Office and Other to reflect current segment reporting.

EX-99.2

Exhibit 99.2

DEVRY EDUCATION GROUP INC.
SCHEDULE OF NON-GAAP OPERATING INCOME
(unaudited and amounts in thousands)
	Years Ended
	June 30, 2015			June 30, 2016
Medical and Healthcare:
Operating Income from Continuing Operations	$	155,377		$	178,484
Restructuring Expense		1,491			665
Non-GAAP Operating Income from Continuing Operations	$	156,868		$	179,149
Professional Education:
Operating Income from Continuing Operations	$	22,036		$	28,043
Restructuring Expense		78			1,183
Asset Impairment Charge		1,780			-
Non-GAAP Operating Income from Continuing Operations	$	23,894		$	29,226
U.S. Traditional Postsecondary:
Operating Loss from Continuing Operations	$	(25,177	)	$	(211,299	)
Restructuring Expense		38,063			71,858
Asset Impairment Charge		-			147,660
Gain on Sale of Assets		-			(7,032	)
Non-GAAP Operating Income from Continuing Operations	$	12,886		$	1,187
Home Office and Other:
Operating Loss from Continuing Operations	$	(10,964	)	$	(20,951	)
Restructuring Expense		3,281			519
Non-GAAP Operating Loss from Continuing Operations	$	(7,683	)	$	(20,432	)

DEVRY EDUCATION GROUP INC
SCHEDULE OF NON-GAAP OPERATING INCOME
(unaudited and amounts in thousands)
	Three Months Ended
	September 30, 2015			December 31, 2015			March 31, 2016			June 30, 2016
Medical and Healthcare:
Operating Income	$	36,826		$	46,644		$	57,450		$	37,564
Restructuring Expense		-			-			-			665
Non-GAAP Operating Income	$	36,826		$	46,644		$	57,450		$	38,229
Professional Education:
Operating Income	$	5,691		$	4,042		$	5,905		$	12,405
Restructuring Expense		-			-			300			883
Non-GAAP Operating Income	$	5,691		$	4,042		$	6,205		$	13,288
U.S. Traditional Postsecondary:
Operating Income (Loss)	$	(27,822	)	$	(107,948	)	$	2,942		$	(78,471	)
Restructuring Expense		24,073			12,923			2,573			32,289
Asset Impairment Charge		-			99,473			-			48,187
Gain on Sale of Assets		-			-			(3,849	)		(3,183	)
Non-GAAP Operating Income (Loss)	$	(3,749	)	$	4,448		$	1,666		$	(1,178	)
Home Office and Other:
Operating Loss	$	(2,779	)	$	(2,920	)	$	(3,867	)	$	(11,385	)
Restructuring Expense		-			-			-			519
Non-GAAP Operating Loss	$	(2,779	)	$	(2,920	)	$	(3,867	)	$	(10,866	)

DEVRY EDUCATION GROUP INC.
SCHEDULE OF NON-GAAP OPERATING INCOME
(unaudited and amounts in thousands)
	Three Months Ended
	September 30, 2016			December 31, 2016
U.S. Traditional Postsecondary:
Operating Loss	$	(10,006	)	$	(5,681	)
Restructuring Expense		3,066			4,422
Regulatory Settlements		-			4,102
Loss on Assets Held for Sale		-			4,764
Non-GAAP Operating Income (Loss)	$	(6,940	)	$	7,607
Home Office and Other:
Operating Loss	$	(4,831	)	$	(55,242	)
Restructuring Expense		1,982			627
Regulatory Settlements		-			52,150
Non-GAAP Operating Loss	$	(2,849	)	$	(2,465	)