Optimization Initiatives

The Company continues initiatives to reengineer business processes and refine its delivery structure, while maintaining a commitment to enhance the student educational experience and outcomes. These activities, including the actions discussed below, are expected to favorably impact annual operating expenses by at least $300 million by fiscal year 2014, when compared to fiscal year 2012. The Company expects to realize more than half of these cumulative cost savings in fiscal year 2013, with the remainder in fiscal year 2014.

As part of the reengineering initiative, University of Phoenix is realigning its ground locations throughout the U.S., which will directly impact approximately 4% of total Degreed Enrollment, or around 13,000 students. These students will be offered support to continue their education at the University of Phoenix either online, through alternative on-ground arrangements or, in limited cases, at existing University of Phoenix locations. This plan includes closing 115 locations, consisting of 90 learning and student resource centers, which are generally smaller satellite locations, and 25 campuses. University of Phoenix will preserve a national coast-to-coast network of 112 locations and plans to retain a presence in 36 states, the District of Columbia and Puerto Rico. Subject to regulatory approvals, the realignment is expected to be substantially complete in fiscal year 2013. The Company expects to incur approximately $175 million of restructuring and other charges, principally for lease exit and other related costs, with most of these costs incurred in fiscal year 2013. The Company plans to continue investing in its ground locations to create state-of-the-art, technologically-integrated facilities offering academic and career support and increased mobile connectivity, while also continuing to advance its leading-edge online learning platform.

The Company has also begun implementing a workforce reduction and expects to decrease total headcount, excluding faculty, by approximately 800 employees during fiscal year 2013. The Company anticipates incurring approximately $25 million of restructuring and other charges in fiscal year 2013 related to workforce reductions.

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