NOTE 7: BUSINESS COMBINATIONS

ATC International

On April 30, 2011, Becker Professional Education (Becker), a subsidiary of DeVry Inc., acquired the operations of Accountancy Tuition Centre International ("ATC"), a leading provider of professional accounting and finance training with centers in Central and Eastern Europe as well as Central Asia. ATC provides training for professional designations such as ACCA (Association of Chartered Certified Accountants), CIMA (Chartered Institute of Management Accountants) and the Diploma in International Financial Reporting. Under the terms of the agreement, Becker paid approximately $4.8 million in cash in exchange for the operations of ATC. In addition, Becker expects to pay an additional earn-out of $4.3 million. The acquisition expanded Becker's global accounting training platform, allowing it to further leverage its relationships with global accounting firms. The results of ATC's operations have been included in the consolidated financial statements of DeVry since the date of acquisition.

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


	At April 30, 2011
Current Assets	$	2,534
Property and Equipment		23
Other Long-term Assets		61
Intangible Assets		4,639
Goodwill		5,010

Total Assets Acquired		12,267
Liabilities Assumed		7,513

Net Assets Acquired	$	4,754

Goodwill was all assigned to the Becker Professional Review reporting unit which is classified within the International, K-12 and Professional Education segment. None of the goodwill acquired is expected to be deductible for income tax purposes. The 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):


	At April 30, 2011
	Value Assigned		Estimated Useful Lives
Customer Relationships	$	3,230		12 years
Curriculum and Course Materials		1,071		5 years
Trade Names and Trademarks		140		2 years
Non-Compete Agreements		116		2 years
Non-Compete Agreements		82		6 months

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

American University of the Caribbean

On August 3, 2011, AUC School of Medicine B.V. ("AUC BV") a wholly owned St. Maarten subsidiary of DeVry Inc. acquired the international business operations of privately held American University of the Caribbean ("AUC"). DeVry Medical International, Inc. ("DMI"), a wholly owned U.S. subsidiary of DeVry Inc. acquired the Florida business operations of Medical Education Services, Inc. ("MES"). Under the terms of the agreement, AUC BV and DMI paid a combined $226 million in cash in exchange for the business assets of AUC and MES.

AUC's medical school campus is located in St. Maarten, and its administrative offices are located in Coral Gables, Florida. AUC's total enrollment is approximately 1,200 students. Since 1978, AUC has provided its students with medical education, and now has more than 4,000 graduates who are licensed and practicing medicine throughout the world. The school is accredited by the Accreditation Commission on Colleges of Medicine (ACCM), and its students are eligible to sit for the United States Medical Licensing Examination, obtain U.S. Federal Financial Aid if qualified, become members of the American Medical Student Association (AMSA) and, upon graduation, obtain residency and licensure throughout the United States. AUC is one of only three Caribbean medical schools whose students are eligible to receive federal student aid. AUC utilizes the same curriculum as U.S. medical schools, with two years of basic sciences taught at the St. Maarten campus, followed by two years of clinical sciences taught at affiliated hospitals in the U.S. and England. AUC graduates are eligible to practice medicine in all 50 states.

The acquisition of AUC is consistent with DeVry's growth and diversification strategy, increasing its presence in medical and healthcare education and expanding its academic offerings at the post-baccalaureate level.

The operations of AUC are included in DeVry's Medical and Healthcare segment. The results of AUC's operations have been included in the consolidated financial statements of DeVry since the date of acquisition.

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


	At August 3, 2011
Current Assets	$	3,901
Property and Equipment		35,125
Intangible Assets		131,400
Goodwill		68,321

Total Assets Acquired		238,747
Liabilities Assumed		12,844

Net Assets Acquired	$	225,903

Goodwill was all assigned to the AUC reporting unit which is classified within the Medical and Healthcare segment. The acquired goodwill is expected to be deductible for income tax purposes. Of the $131.4 million of acquired intangible assets, $100 million was assigned to Title IV Eligibility and Accreditations and $17.1 million was assigned to Trade Names, both of which have been determined not to be subject to amortization. The remaining acquired intangible asset was determined to be subject to amortization and its value and estimated useful life is as follows (dollars in thousands):


	At August 3, 2011
	Value Assigned		Estimated Useful Lives
Student Relationships	$	14,300		4 years

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

Faculdade Boa Viagem

On February 29, 2012, Fanor-Faculdades Nordeste S/A ("DeVry Brasil"), a subsidiary of DeVry Inc. acquired the stock of FBV S/A, the Brazilian owner of business operations of Faculdade Boa Viagem ("FBV"). Under the terms of the agreement, DeVry Brasil paid approximately $24.2 million in cash in exchange for the stock of FBV. In addition, DeVry Brasil will make additional installment payments totaling $21.9 million over the next four years.

FBV currently serves about 5,800 students and offers undergraduate, graduate and master's degree programs in business, law, engineering, communication, culinary, hospitality, fashion design, and information technology at three campuses located in the city of Recife. The acquisition of FBV is consistent with DeVry's growth and diversification strategy, increasing its international presence in Brazil.

The operations of FBV are included in DeVry's International, K-12 and Professional Education segment. The results of FBV's operations have been included in the consolidated financial statements of DeVry since the date of acquisition.

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


	At February 29, 2012
Current Assets	$	548
Property and Equipment		12,822
Intangible Assets		19,108
Goodwill		14,092

Total Assets Acquired		46,570
Liabilities Assumed		22,323

Net Assets Acquired	$	24,247

Goodwill was all assigned to the DeVry Brasil reporting unit which is classified within the International, K-12 and Professional Education segment. None of the goodwill acquired is expected to be deductible for income tax purposes. Of the $19.1 million of acquired intangible assets, $13.5 million was assigned to Accreditations and $2.3 million was assigned to Trade Names, both of which have been determined not to be subject to amortization. The remaining acquired intangible assets were determined to be subject to amortization and their value and estimated useful lives are as follows (dollars in thousands):


	At February 29, 2012
	Value Assigned		Estimated Useful Lives
Student Relationships	$	3,174		6 years
Curriculum		133		2 years

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