11-K 1 ps11k.txt DEVRY PROFIT SHARING RETIREMENT PLAN 1 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended: June 30, 2001 ------------- Commission file number: 0-12751 ------------- DeVry Inc. Profit Sharing Retirement Plan ------------------------------------------ A. Full title of the plan: DeVry Inc. ONE TOWER LANE, SUITE 1000 OAKBROOK TERRACE, ILLINOIS 60181 ------------------------------------------ B. Name of issuer of the securities held pursuant to the plan and address of its principal executive office: REQUIRED INFORMATION The Plan's audited financial statements and other required information are attached on the following pages. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the following administrator of the DeVry Inc. Profit Sharing Retirement Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. DeVry Inc. Profit Sharing Retirement Plan ----------------------------------------- (Name of Plan) Date: December 21, 2001 By: /s/ Marilynn J. Cason ----------------- --------------------------------- Marilynn J. Cason - Administrator Total Number of Pages 14 2 DEVRY INC. PROFIT SHARING RETIREMENT PLAN REPORT ON AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE YEARS ENDED JUNE 30, 2001 AND 2000 3 DEVRY INC. PROFIT SHARING RETIREMENT PLAN TABLE OF CONTENTS Pages ----- Independent Auditors' Report 4-5 Financial Statements: Statements of Net Assets Available for Benefits 6 Statements of Changes in Net Assets Available for Benefits 7 Notes to Financial Statements 8-13 Supplemental Schedule: Schedule of Assets Held for Investment Purposes 14 4 Independent Auditors' Report ---------------------------- To the Participants and Administrator of The DeVry Inc. Profit Sharing Retirement Plan We have audited the accompanying statement of net assets available for benefits of DeVry Inc. Profit Sharing Retirement Plan (the Plan) as of June 30, 2001 and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of the Plan as of June 30, 2000 were audited by other auditors whose report dated December 22, 2000, expressed an unqualified opinion on those statements. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of DeVry Inc. Profit Sharing Retirement Plan as of June 30, 2001 and the changes in its net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America. Our audit was performed for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedule of assets held for investment purposes at June 30, 2001 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of 5 the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Hill, Taylor LLC October 24, 2001 6 DEVRY INC. PROFIT SHARING RETIREMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS JUNE 30, 2001 AND 2000

2001 2000 ------------- ------------- Assets ------ Investments, at market value $ 148,801,272 $ 148,724,260 Receivables: Accrued investment income 15,274 - Employee 401(k) contributions 391,870 347,049 Company contributions 3,819,966 3,381,483 ------------- ------------- Net Assets Available for Benefits $ 153,028,382 $ 152,452,792 ============= =============

The accompanying notes are an integral part of these financial statements. 7 DEVRY INC. PROFIT SHARING RETIREMENT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED JUNE 30, 2001 AND 2000

2001 2000 ------------ ------------ Additions to net assets available for plan benefits attributed to: Employee 401(k) contributions $ 8,810,870 $ 8,441,077 Employer 401(k) matching contributions 1,964,715 1,606,209 Company discretionary contributions 3,733,278 3,307,826 Assets transferred from other plans 230,635 1,466,907 Interest and dividends on invested funds 3,461,598 3,571,649 Realized and unrealized gains on invested funds 3,907,879 13,296,427 ------------ ------------ Total additions 22,108,975 31,690,095 ------------ ------------ Deductions from net assets available for plan benefits attributed to: Investment and administrative expenses 146,982 300,660 Distributions to employees 7,162,205 11,264,294 Realized and unrealized losses on invested funds 14,224,198 833,234 ------------ ------------ Total deductions 21,533,385 12,398,188 ------------ ------------ Net additions 575,590 19,291,907 Net assets available for plan benefits: Beginning of year 152,452,792 133,160,885 ------------ ------------ End of year $153,028,382 $152,452,792 ============ ============

The accompanying notes are an integral part of these financial statements. 8 DEVRY INC. PROFIT SHARING RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2001 AND 2000 1. General Description of the Plan: ------------------------------- The following brief description of the DeVry Inc. Profit Sharing Retirement Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan's provisions. The Plan, as amended, is a participant-directed defined contribution plan with elective employee participation on a before-tax basis under Section 401(k) of the Internal Revenue Code and is subject to the Employee Retirement Income Security Act of 1974(ERISA). The Plan covers all United States of America employees of DeVry Inc. (the Company), and its subsidiaries, eligible on the date of hire to make employee contributions. Participants are eligible for the Company's matching contributions and profit sharing contributions after completing one year of service with 1,000 hours. New employees who were participants in other qualified retirement plans are permitted to transfer their vested account balances to the Plan. The Plan covered 3,176 and 2,787 of the Company's employees at June 30, 2001 and 2000, respectively. This includes 839 and 457 former employees for whom benefits had not yet been distributed as of June 30, 2001 and 2000. The Company is the administrator of the Plan. On July 1, 2000, the Company engaged American Express Retirement Services to perform certain administrative and record keeping services, which were previously performed by Merrill Lynch/ Howard Johnson & Company. Effective July 1, 2000, American Express Retirement Services is the Plan's trustee, which replaced Bank of America, former trustee of the Plan. Along with this change, many of the investment funds previously offered were replaced with funds offering a larger array of investment styles. The Bank of America Large Cap Core Fund (Large Cap Core Fund), the DeVry Inc. Stock Fund and the CIGNA Income Fund were retained as investment choices. Pursuant to the Plan, eligible employees may elect to contribute from 1-15% of their annual eligible compensation on a before-tax basis as limited by the Internal Revenue Code. Highly compensated employees of the Company, as defined by the Internal Revenue Code, are limited to contributing a maximum of 10% of their compensation. In accordance with the Internal Revenue Code, eligible employees could contribute a maximum of $10,500 during calendar years 2001 and 2000, respectively. The Company makes a matching contribution for all participants who have elected 9 1. General Description of the Plan (Continued): ------------------------------------------- to make 401(k) contributions. This matching contribution is equal to 1% of gross pay if a participant contributes 1% of his or her eligible compensation. The matching contribution is 2% if a participant contributes 2% or more of his or her eligible compensation. The Company may also make a discretionary contribution in an amount determined annually by its board of directors. Participants in the Plan may elect each month to invest their contributions and previous account balances in 1% increments in any of the funds described below. However, investments in the DeVry Inc. Stock Fund may be made only with current period contributions and are limited to 25% of these contributions. Prior account balances may not be allocated to this fund. U.S. Government Securities Fund II - Invests in direct U.S. Government obligations including Treasury bills and other short-term securities backed by the full faith and credit of the U.S. Government. The assets are managed by American Express Trust Company as part of the American Express Trust U.S. Government Securities Fund II. Income Fund - Invests in commercial mortgages and privately placed and publicly traded fixed income securities, including corporate bonds, asset-backed securities and residential mortgage bonds. The assets are invested in the CIGNA Income Fund. Bond Fund - Invests in high-quality, highly liquid fixed income securities. The Fund may invest in investment grade fixed-income securities, including U.S. Government (and agency) securities, corporate bonds, mortgage-related securities, and asset backed securities. The assets are invested in the American Express Bond Fund (Class Y). Balanced Fund - Invests in a broadly diversified portfolio of high yielding securities including common stocks, preferred stocks, convertible securities and bonds. Emphasis is placed principally on current income with capital growth a secondary consideration. The assets are invested in the AIM Balanced Fund (Class A). Equity Index Fund - Invests in a portfolio consisting of common stocks of the S&P 500 Index, an unmanaged index. The assets are managed by American Express Trust Company as part of the American Express Trust Equity Index Fund I. Income and Growth Fund - Invests primarily in common stocks selected from a universe of the 1,500 largest companies traded in the United States. The assets are invested in the American Century Income & Growth Fund (Advisor Class). Growth Fund - Invests in a portfolio of companies with significant growth potential due to superiority in technology, marketing, or management. Stocks of these companies may be subject to more price volatility than the stock market as a whole. The assets are invested in the American Express New Dimensions Fund (Class Y). 10 1. General Description of the Plan (Continued): ------------------------------------------- Large Cap Core Fund - Typically owns between 90 and 120 different stocks diversified across industry sectors similar to the S&P 500 Index. The assets are invested in the Bank of America Large Cap Core Equity Fund. International Fund - Invests in common stocks of issuers outside the United States with expected high growth rates, financial strength, a high current valuation, management expertise and innovation. The assets are invested in the Janus Overseas Fund. Emerging Growth Fund - Invests in common stocks of small or medium-sized companies. Stocks of these companies may be subject to abrupt or erratic price movements. Some of these companies may also have fewer financial resources. The assets are managed by American Express Trust Company as part of the American Express Trust Emerging Growth Fund II. DeVry Inc. Stock Fund - Invests only in the common stock, $0.01 par value, of the Company. The assets are managed by the Plan's trustee, American Express Trust Company. The number of participants in each of the Plan's funds was as follows: June 30 ----------------- 2001 2000 ----- ----- U.S. Government Securities Fund II 1,172 - Government Securities Money Market Fund - 1,420 Participating Investment Contract - 1,076 Income Fund 1,075 - Bond Fund 490 378 Balanced Fund 1,125 1,086 Equity Index Fund 250 - Income and Growth Fund 218 - Growth Fund 314 - Large Cap Core Fund 1,736 1,848 International Fund 408 - Emerging Growth Fund 1,492 - Aggressive Growth Equity Fund - 1,380 DeVry Inc. Stock Fund 1,527 1,523 Participants are fully vested in their 401(k) contributions and related investment earnings or losses. Participants vest in the Company's matching and discretionary contributions and related investment earnings and losses based upon the following vesting schedule: 11 1. General Description of the Plan (Continued): ------------------------------------------- Years of Service Vesting % ---------------- --------- 1 20% 2 40% 3 60% 4 80% 5 100% Participant contributions and the Company's contribution for its 1% or 2% match of compensation of participants who make 401(k) contributions on a before-tax basis are allocated after each payroll to participants' accounts. The Company's discretionary contribution, if any, is allocated to participants' accounts following the end of the plan year for which the contribution is declared. As of June 30, 2001, the discretionary contribution of $3,733,278 for the plan year 2001 has not yet been allocated to participants' accountants. Interest, dividends and investment gains or losses are allocated to participants' accounts daily. Allocations are based upon participants' earnings, seniority or account balances as defined in the Plan. Forfeitures of the unvested or unclaimed portions of former participants' balances are annually allocated to the accounts of the remaining participants. Former employees may elect to receive a lump sum distribution or, under certain circumstances, to maintain their vested account balances in the Plan but they are not eligible to receive any future Company matching or discretionary contributions. Active participants may, under certain circumstances, withdraw a portion of their 401(k) account balance. These withdrawals may be in the form of loans which are to be repaid with interest over a period not to exceed five years (ten years under certain limited circumstances). Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance, whichever is less. The interest rate is based on the prime rate plus 1%. Loans are repaid through payroll deductions. Permanent withdrawals of contributions, but not earnings, may also be made if the Internal Revenue Service (IRS) defined hardship conditions are met. A permanent withdrawal is treated as a taxable distribution to the participant. Upon retirement or after age 59 1/2, participants may elect a lump sum distribution or one of several annuity payment plans. The Company anticipates that the Plan will continue without interruption but reserves the right to terminate or freeze the Plan at any time. In the event the Plan is terminated or frozen, all amounts not yet allocated to the participants' accounts will be allocated in accordance with the provisions of the Plan. The resultant participants' accounts then become fully vested. If the Plan is terminated, the assets in the Plan will be completely distributed. If the Plan is frozen, the assets of the Plan will be retained in the Plan for distribution at such time and in such a manner as the Plan provides. 12 2. Summary of Significant Accounting Policies: ------------------------------------------ (a) Basis of Accounting ------------------- The financial statements of the Plan are prepared on the accrual basis of accounting. (b) 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 certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. (c) Risk and Uncertainties ---------------------- The Plan provides for various investment options in several mutual funds. Investing in mutual funds presents various risks, such as interest rate and market volatility. Due to the level of risk associated with certain investment options and the level of uncertainty related to changes in the value of investment securities, it is possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statements of net asset available for benefits and the statements of changes in net assets available for benefits. (d) Contributions ------------- Contributions from participants are recorded in the period payroll deductions are made. The Company's 401(k) matching contributions are recorded in the same period as the participant contributions are made. The Company's discretionary contribution, if any, is recorded in the period for which the contribution is declared. (e) Valuation and Income Recognition -------------------------------- The Plan's investments are stated at fair value. Quoted market prices are used to value investments. Shares of mutual funds and collective investment trusts are valued at the net asset value of shares or units held by the plan at year end. Participant loans receivable are stated at cost which approximates fair market value. Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. (f) Expenses -------- Investment expenses incurred by the manager of the funds and directly related 13 2. Summary of Significant Accounting Policies (Continued): ------------------------------------------------------ administrative expenses are deducted from the earnings of the Plan. Other administrative expenses are paid by the Company. 3. Investments: ----------- The following presents investments (all are participant-directed) that represent 5 percent or more of the Plan's net assets.

June 30 --------------------------- 2001 2000 ------------ ------------ American Express Trust U.S. Government Securities Fund II (5,073,302.990 units at June 30, 2001) $ 5,073,303 $ - CIGNA Income Fund (3,000,809.640 and 2,836,607.492 units at June 30, 2001 and 2000, respectively) 31,904,608 28,366,075 AIM Balanced Fund (Class A) (308,202.690 units at June 30, 2001) 8,527,968 - Fidelity - Balanced Fund (472,232.370 units at June 30, 2000) - 8,896,858 DeVry Inc. Common Stock (2,278,338.636 and 1,920,207.803 units at June 30, 2001 and 2000, respectively) 24,663,016 19,201,636 Bank of America Large Cap Core Fund (6,044,609.999 and 6,454,972.698 units at June 30, 2001 and 2000, respectively) 49,396,553 63,979,625 American Express Trust Emerging Growth Fund II (945,279.886 units at June 30, 2001) 17,562,355 - Chesapeake - Aggressive Growth Equity Fund (798,664.447 units at June 30, 2000) - 19,343,653 All other investments 11,673,469 8,936,413 ------------ ------------ $148,801,272 $148,724,260 ============ ============

4. Tax Status: ---------- The Plan has received a favorable determination letter from the Internal Revenue Service dated April 20, 1995. Furthermore, the Company believes the Plan has been administered in accordance with Internal Revenue Code requirements and is therefore exempt from federal income taxes. 14 DEVRY INC. PROFIT SHARING RETIREMENT PLAN FORM 5500, SCHEDULE H, PART IV, ITEM (i) SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT JUNE 30, 2001

(a) (b) (c) (d) (e) Identity of issue, borrower, Lessor, or similar party Description of Investments Cost Current Value ---------------------------- -------------------------- ------------ ------------- * American Express Trust U.S. Government Securities Fund II (5,073,302.990 units) $ 5,073,303 $ 5,073,303 Connecticut General Life CIGNA Income Fund Insurance Company (3,000,809.640 units) 30,154,898 31,904,608 * American Express Trust AXP Bond Fund (Class Y) (607,931.175 units) 2,891,226 2,893,752 AIM Advisors, Inc. AIM Balanced Fund (Class A) (308,202.690 units) 9,993,492 8,527,968 * American Express Trust American Express Trust Equity Index Fund I (35,917.007 units) 1,395,263 1,283,925 American Century American Century Income & Growth Fund (Advisor Class) (32,264.425 units) 982,277 929,861 * American Express Trust AXP New Dimensions Fund (Class Y) (61,467.762 units) 1,967,844 1,593,859 Bank of America Large Cap Core Fund (6,044,609.999 units) 59,911,332 49,396,553 Janus Capital Corporation Janus Overseas Fund (72,257.146 units) 2,244,290 1,617,115 * American Express Trust American Express Trust Emerging Growth Fund II (945,279.886 units) 21,718,288 17,562,355 * American Express Trust, DeVry Stock Fund Trustee (2,278,338.636 units) 22,875,766 24,663,016 * American Express Trust, Participant Loans (Interest Trustee rates of 7% to 10.50%) - 3,351,416 * American Express Trust Cash 3,541 3,541 ------------ ------------ $159,211,520 $148,801,272 *Indicates party-in-interest. ============ ============