XUE Xueda Education Grp. American Depositary Shares, Each Representing Two Ordinary Shares, $0.0001 Par Value

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of November 2015

Commission File Number: 001-34914

Xueda Education Group

A-4 Xibahe Beili

Chaoyang District

Beijing 100028

People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x  Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o  No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

TABLE OF CONTENTS

Exhibit 99.1 — Press release dated November 19, 2015

2

SIGNATURE

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, thereunto duly authorized.

Date: November 19, 2015

3

Exhibit 99.1

Xueda Education Group Reports Third Quarter 2015 Financial Results

BEIJING, November 19, 2015 — Xueda Education Group (NYSE: XUE) (“Xueda” or the “Company”), a leading national provider of personalized tutoring services for primary and secondary school students in China, today announced its unaudited financial results for the third quarter ended September 30, 2015.

Financial Highlights for Third Quarter 2015 Compared to Third Quarter 2014

·                  Total net revenues increased 11.5% to $80.9 million from $72.6 million.

·                  Gross margin was 22.5%, compared to 16.5%.

·                  Net loss attributable to Xueda Education Group was $4.6 million, compared to net loss of $9.7 million.

·                  Non-GAAP net loss1 per ADS attributable to Xueda Education Group was $0.06, compared to non-GAAP net loss per ADS of $0.14.

Operational Highlights for Third Quarter 2015

·                  Effective student count2 increased 9.1% year-over-year to 70,524 students, from 64,641 for the third quarter 2014.

·                  New student sign-ups3 increased 14.8% year-over-year to 37,401 students, from 32,587 for the third quarter 2014.

·                  New learning centers were net 1 with 8 opened and 7 closed. The total number of learning centers at the end of the third quarter 2015 was 500. Total area of learning centers decreased 1.4% year-over-year to approximately 283,000 square meters, from approximately 287,000 square meters in the third quarter 2014.

Third Quarter 2015 Financial and Operating Results

Total Net Revenues

Total net revenues for the third quarter 2015 increased 11.5% year-over-year to $80.9 million, from $72.6 million for the third quarter 2014. The increase was due to a 9.1% increase in effective student count and the elimination of package pricing considerations and double-discounts that were in place in the third quarter 2014.

·                  Effective student count increased 9.1% to 70,524 for the third quarter 2015, from 64,641 for the third quarter 2014.

·                  Average net revenue per student for the third quarter 2015 increased 2.9% to $1,205, compared to $1,171 for the third quarter 2014.

Cost of Revenues

Cost of revenues for the third quarter 2015 increased 3.6% year-over-year to $62.7 million, from $60.6 million for the third quarter 2014.

Gross Profit and Gross Margin

Gross profit for the third quarter 2015 increased 51.9% year-over-year to $18.2 million from $12.0 million for the third quarter 2014. Gross margin for the third quarter 2015 was 22.5%, compared to 16.5% for the third quarter 2014.  The increase was largely due to higher net revenues as cited above.

·                  Teaching staff cost for the third quarter 2015 increased to $47.0 million, from $41.9 million in the third quarter 2014.  The increase in teaching staff cost was in line with revenue growth. As a percentage of total net revenues, teaching staff cost was 58.0% and 57.8% for the third quarters 2015 and 2014, respectively.

·                  Rental cost for the third quarter 2015 decreased to $10.3 million, from $10.7 million in the third quarter 2014.  As a percentage of total net revenues, rental costs were 12.7% and 14.7%, for the third quarters 2015 and 2014, respectively.

·                  Depreciation cost for the third quarter 2015 decreased to 3.0% of total net revenues, from 4.2% for the third quarter 2014.

1  All non-GAAP measures exclude share-based compensation expenses. For further details on non-GAAP measures, please refer to the reconciliation tables and a detailed discussion of the Company’s use of non-GAAP information set forth elsewhere in this press release.

2  Effective student count is the number of students whose contract amounts are at least 200RMB as of the last day of the period and have attended at least one tutoring session within the last 180 days.

3  New student sign-ups is the number of students who enrolled in a Xueda program during the quarter for the first time, or have not been enrolled in a Xueda program for the last three calendar years.

Operating Expenses

Total operating expenses for the third quarter 2015 were $24.2 million, unchanged from the third quarter 2014.  Total operating expenses for the third quarter 2015 accounted for 29.9% of total net revenues, compared to 33.3% for the third quarter 2014. Total non-GAAP operating expenses for the third quarter 2015 were $23.2 million, unchanged from the same period in 2014.  Total non-GAAP operating expenses for the third quarter 2015 comprised 28.7% of total net revenues, compared to 31.9% for the third quarter 2014.

General and administrative expenses for the third quarter 2015 were $15.5 million, compared to $14.2 million for the same period in 2014.  The increase was mainly attributable to legal and advisory expenses associated with the definitive merger agreement that the Company signed with Xiamen Insight Investment Co., Ltd. (“Insight”) on July 26, 2015.  Non-GAAP general and administrative expenses for the third quarter 2015 were $14.6 million, compared to $13.2 million for the same period in 2014.  Non-GAAP general and administrative expenses for the third quarter 2015 accounted for 18.0% of total net revenues, compared to 18.2% for the same period in 2014.

Sales and marketing expenses for the third quarter 2015 were $8.6 million, compared to $10.0 million for the same period in 2014. Sales and marketing expenses for the third quarter 2015 represented 10.7% of total net revenues, compared to 13.8% for the third quarter 2014.

Operating Loss

Operating loss for the third quarter 2015 was $6.0 million, compared to operating loss of $12.2 million for the third quarter 2014. The reduced operating loss was largely due to the increase in net revenues.  Non-GAAP operating loss for the third quarter 2015 was $5.0 million, compared to non-GAAP operating loss of $11.2 million for the third quarter 2014.

Net Loss and Net Loss per ADS

Net loss attributable to Xueda Education Group for the third quarter 2015 was $4.6 million, compared to net loss of $9.7 million for the same period in 2014. Net loss attributable to Xueda Education Group per ADS for the third quarter 2015 was $0.07 per ADS, compared to net loss of $0.16 per ADS for the third quarter 2014.

Non-GAAP net loss attributable to Xueda Education Group for the third quarter 2015 was $3.6 million, compared to non-GAAP net loss of $8.7 million for the third quarter 2014. Non-GAAP net loss attributable to Xueda Education Group per ADS for the third quarter 2015 was $0.06 per ADS, compared to non-GAAP net loss of $0.14 for the third quarter 2014.

Cash Flow

Net operating cash inflow for the third quarter 2015 was $25.5 million, compared to $11.7 million for the third quarter 2014. The increase in net operating cash inflow was mainly due to better cash collection.  Capital expenditures for the third quarter 2015 were $ 2.9 million, compared to $2.4 million for the third quarter 2014.

First Nine Months of 2015 Financial Results and Operating Results

Total Net Revenues

Total net revenues were $287.7 million for the first nine months of 2015, an increase of 3.3% year-over-year from $278.6 million for the corresponding period in 2014.

·                  Total new student sign-ups were 93,564 for the first nine months of 2015, an increase of 7.1% year-over-year from 87,380 for the corresponding period in 2014.

·                  Average total revenue per student was $4,140 for the first nine months of 2015, compared to $4,132 for the corresponding period in 2014.

Cost of Revenues

Total cost of revenues were $201.9 million for the first nine months of 2015, an increase of 0.5% year-over-year from $200.9 million for the corresponding period in 2014.

Gross Profit and Gross Margin

Gross profit was $85.8 million for the first nine months of 2015, an increase of 10.4% year-over-year from $77.7 million for the corresponding period in 2014.  For the first nine months of 2015, gross margin was 29.8%, compared to 27.9% for the corresponding period in 2014.

·                  Teaching staff cost was 53.8% of total net revenues for the first nine months of 2015, compared to 49.2% for the corresponding period in 2014.

·                  Rental cost was 10.8% of total net revenues for the first nine months of 2015, compared to 11.4% for the corresponding period in 2014.  The Company opened net 33 learning centers in the first nine months of 2015, compared to opening net 49 learning centers in the corresponding period in 2014.

Operating Expenses

Total operating expenses were $74.6 million for the first nine months of 2015, an increase of 4.6% year-over-year from $71.3 million for the corresponding period in 2014.  Total operating expenses accounted for 25.9% of total net revenues for the first nine months of 2015, up slightly from 25.6% for the corresponding period in 2014.

General and administrative expenses were $46.8 million for the first nine months of 2015, an increase of 9.7% year-over-year from $42.7 million for the corresponding period in 2014.  The increase was mainly attributable to legal and advisory expenses associated with the definitive merger agreement that the Company signed with Insight on July 26, 2015.  Selling and marketing expenses were $27.8 million for the first nine months of 2015, slightly decreased from $28.6 million for the corresponding period in 2014.

Operating Income

Income from operations for the first nine months of 2015 was $11.2 million, an increase of 73.7% year-over-year from $6.4 million for the corresponding period in 2014.  The increase was primarily attributed to higher net revenues earned in the first nine months of 2015.  Non-GAAP income from operations for the first nine months of 2015 was $14.2 million, an increase of 20.7% from $11.7 million for the corresponding period in 2014.

Net Income and Net Income per ADS

Net income attributable to Xueda Education Group for the first nine months of 2015 was $7.1 million, an increase of 6.7% year-over-year from $6.7 million for the corresponding period in 2014. Diluted net income attributable to Xueda Education Group per ADS for the first nine months of 2015 was $0.11, compared to $0.10 for the corresponding period in 2014.

Non-GAAP net income attributable to Xueda Education Group for the first nine months of 2015 was $10.1 million, a decrease of 15.6% year-over-year from $12.0 million for the corresponding period in 2014.  Non-GAAP diluted income attributable to Xueda Education Group per ADS for the first nine months of 2015 was $0.16, compared to $0.18 for the corresponding period in 2014.

Cash Flow

Net operating cash inflow for the first nine months of 2015 was $44.9 million, compared to $9.1 million for the corresponding period in 2014.  The increase in net operating cash inflow was primarily attributable to better cash collection.  Capital expenditures for the first nine months of 2015 were $8.2 million, compared to $9.5 million for the corresponding period in 2014.

Cash and Short-term Investment

As of September 30, 2015, the Company had cash, cash equivalents and short-term investments totaling $237.2 million, compared to $208.5 million as of December 31, 2014. The increase was mainly due to the increase in net operating cash inflow as discussed above.

Business Outlook

Considering the definitive merger agreement signed by the Company with Insight on July 26, 2015, the Company does not intend to issue any forward guidance or business outlook at this time.

Non-GAAP Financial Measures

To supplement the financial measures calculated in accordance with U.S. GAAP, this press release includes certain non-GAAP financial measures of adjusted operating expenses, adjusted general and administrative expenses, adjusted operating income (loss), adjusted net income (loss) and adjusted diluted net income (loss) per ADS, each of which is adjusted to exclude share-based compensation expenses. The Company believes excluding such expenses from its non-GAAP financial measures is useful for its management and investors to assess and analyze the Company’s core operating results as such expenses are not directly attributable to the underlying performance of the Company’s business operations and do not impact its cash earnings. The Company also believes that these non-GAAP financial measures are important to help investors understand the Company’s current financial performance and future prospects and compare business trends among different reporting periods on a consistent basis. These non-GAAP financial measures should be considered in addition to financial measures presented in accordance with U.S. GAAP, but should not be considered as a substitute for, or superior to, financial measures presented in accordance with U.S. GAAP. For a reconciliation of each of these non-GAAP financial measures to the most directly comparable U.S. GAAP financial measure, please see the financial information included elsewhere in this press release.

About Xueda Education Group

Xueda Education Group (“Xueda”) is a leading national provider of personalized tutoring services for primary and secondary school students in China. For more information about Xueda, please visit http://ir.xueda.com.

Forward-looking Statements

All statements included in this press release, other than statements or characterizations of historical fact, are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current expectations, market and operating conditions, estimates and projections about our industry, management’s beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” “targets” and similar expressions, and variations or negatives of these words. These forward-looking statements are not guarantees of future results and are subject to risks and uncertainties beyond our control, which could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement. Further information regarding these and other risks, uncertainties or factors is included in our filings with the U.S. Securities and Exchange Commission. We do not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law.

Contact:

Xueda Education Group
Ross Warner

Tel: +86-10-6427-8899 ext. 6619

Email: investor_relations@xueda.com

Asia Bridge Capital Limited

Wendy Sun

Tel:  +86-10-8556-9033 (China)

+1-888-550-8392 (U.S.)

Email: wendy.sun@asiabridgegroup.com

Xueda Education Group

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands of U.S. Dollars)

Note: The above financial information as of December 31, 2014 is derived from Xueda Education Group’s audited financial statements for the year ended December 31, 2014.

Xueda Education Group

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands of U.S. Dollars, except number of ADSs and per ADS data)

(1) Includes the following amounts of share-based compensation expenses for the periods indicated:

Xueda Education Group

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands of U.S Dollars)

Xueda Education Group

UNAUDITED RECONCILIATION OF NON-GAAP MEASURES TO THE MOST COMPARABLE GAAP MEASURES

(in thousands of U.S Dollars, except number of ADS and per ADS data )

Xueda Education Group

UNAUDITED RECONCILIATION OF NON-GAAP MEASURES TO THE MOST COMPARABLE GAAP MEASURES

(in thousands of U.S Dollars, except number of ADS and per ADS data )