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DEF 14C
APOLLO EDUCATION GROUP INC filed this Form DEF 14C on 12/27/2013
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(2)
Includes the aggregate grant-date fair value of the restricted stock units awarded to the named executive officer during the applicable fiscal year, calculated in accordance with Accounting Standards Codification Topic 718 of the Financial Accounting Standards Board (“ASC 718”), and does not take into account any estimated forfeitures related to service-based vesting conditions. Such grant-date fair value has been calculated on the basis of the fair market value of the Company’s Class A Common Stock on the respective grant date of each RSU award. The following table indicates the grant-date fair value of the RSUs awarded to each named executive officer for each of the covered fiscal years:
Name
 
2011 FY
 
2012 FY
 
2013 FY
Gregory W. Cappelli
 
15,869,816
 
28,364
 
Brian L. Swartz
 
1,770,166
 
1,140,131
 
1,190,039
Sean B.W. Martin
 
1,587,107
 
690,024
 
1,440,107
Peter V. Sperling
 
 
 
726,078
Terri C. Bishop
 
 
 
570,072
Dr. John G. Sperling
 
2,245,141
 
2,315,003
 
Joseph L. D’Amico
 
3,470,104
 
2,190,139
 
(3)
Includes the aggregate grant-date fair value of the performance share units tied to Company performance that were awarded to the named executive officer during the applicable fiscal year, calculated in accordance with ASC 718 and based on the probable outcome of the applicable performance goals, which is assumed for such purpose to be at target level attainment for each such goal. Such amount does not take into account any estimated forfeitures related to service-vesting conditions. The following table indicates the grant-date fair value of the performance share units awarded assuming payout at target level to each named executive officer for each of the covered fiscal years:
Name
 
2011 FY
 
2012 FY*
 
2013 FY**
Gregory W. Cappelli
 
2,640,136
 
1,997,336
 
Brian L. Swartz
 
275,136
 
690,815
 
Sean B.W. Martin
 
268,949
 
370,055
 
Peter V. Sperling
 
 
 
Terri C. Bishop
 
 
 
Dr. John G. Sperling
 
987,613
 
1,932,196
 
Joseph L. D’Amico
 
825,124
 
1,919,455
 
*
The grant-date fair value reported for the performance share unit awards made in the 2012 fiscal year also includes the incremental value to the performance share awards made in July 2011 and October 2011 that resulted from the November 2011 adjustment to the threshold, target and maximum levels of attainment for the adjusted free cash flow metric to which 80% of the target shares subject to those particular awards were tied.
**
No performance share units were awarded in the 2013 fiscal year and there was no incremental value to the March 2012 performance share award resulting from the October 2012 adjustment to the definition of the adjusted operating free cash flow metric to which the target shares subject to this particular award were tied.
The grant-date fair value of the performance share units awards made during the 2011, 2012 and 2013 fiscal years assuming payout at maximum level attainment are as follows:
Name
 
2011 FY
 
2012 FY
 
2013 FY
Gregory W. Cappelli
 
5,280,272
 
3,994,672
 
Brian L. Swartz
 
550,272
 
1,771,703
 
Sean B.W. Martin
 
537,898
 
950,191
 
Peter V. Sperling
 
 
 
Terri C. Bishop
 
 
 
Dr. John G. Sperling
 
1,975,226
 
5,049,441
 
Joseph L. D’Amico
 
1,650,248
 
4,948,951
 
(4)
Includes the $500,102 grant-date fair value of the special performance share units tied to Apollo Global performance that were awarded to Mr. Cappelli during the 2012 fiscal year. Such grant-date fair value was calculated in accordance with ASC 718 and based on the probable outcome of the applicable performance goal tied to the amount by which the adjusted operating free cash flow of Apollo Global for the measurement period coincident with the 2014 fiscal year exceeds the level of adjusted

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