APOL Apollo Education Grp., Inc.

Apollo Group, Inc. (NASDAQ: APOL)

• First $1 billion revenue quarter on 26% year-over-year growth
• Degreed Enrollment reaches 420,700 during the third quarter, a 22% increase year-over-year
• Third quarter New Degreed Enrollment increases 23% year-over-year

Apollo Group, Inc. (NASDAQ: APOL) (�Apollo Group,� �Apollo� or �the Company�) today reported financial results for the three and nine months ended May 31, 2009.

Unaudited Third Quarter of Fiscal 2009 Results of Operations

Consolidated net revenue for the three months ended May 31, 2009, totaled $1,051.3 million, which represents a 25.9% increase over the third quarter of fiscal 2008. Contributing to the growth was a 21.8% year-over-year increase in University of Phoenix total Degreed Enrollment to 420,700. The Company reported net income for the three months ended May 31, 2009, of $201.1 million, or $1.26 per share (159.3 million weighted average diluted shares outstanding), compared to net income of $139.1 million, or $0.85 per share (163.8 million weighted average diluted shares outstanding) for the three months ended May 31, 2008.

During the third quarter of fiscal 2009, the Company repurchased approximately 7.2 million shares of its common stock at a weighted average purchase price of $61.62 per share for a total expenditure of $444.4 million (of which $38.8 million is included in accrued liabilities for repurchased shares that settled subsequent to May 31, 2009). On June 25, 2009, the Board of Directors authorized an increase of the share repurchase program to an aggregate of $500 million.

Included in the fiscal 2008 third quarter results is a pre-tax charge of $1.6 million associated with the judgment in a securities class action lawsuit. This charge was reversed during the fourth quarter of fiscal 2008 when the trial court vacated the judgment. Before giving effect to the litigation charge, net income was $140.1 million, or $0.85 per share (163.8 million weighted average diluted shares outstanding), in the third quarter of fiscal 2008. (See the reconciliation of GAAP financial information to non-GAAP financial information in the tables section of this press release.)

�We are pleased to report a record third quarter, driven largely by continuing increases in enrollments and improved student retention at University of Phoenix,� said Co-Chief Executive Officer of Apollo Group, Chas Edelstein. �When our students succeed academically, we succeed financially and, for the first time in a quarter, Apollo surpassed the $1 billion revenue mark.�

Co-Chief Executive Officer of Apollo Group and Chairman of Apollo Global, Greg Cappelli, added, �We are also encouraged by the recent advancement of our strategic investments through Apollo Global, best demonstrated by our pending acquisition of the highly regarded BPP Holdings plc in the desirable U.K. market.�

Instructional costs and services increased by $52.6 million, or 15.1% to $400.2 million for the three months ended May 31, 2009, from $347.6 million in the three months ended May 31, 2008. As a percentage of net revenue, instructional costs and services declined 350 basis points to 38.1% versus 41.6% in the prior year�s third quarter. The improvement was predominantly due to University of Phoenix continuing to leverage its fixed costs, such as certain wages, classroom space and depreciation expense. University of Phoenix has grown its variable headcount at a slower rate than the increase in net revenue. The Company also benefited from savings due to lower negotiated contract costs in financial aid processing and other areas. This was partially offset by higher expenses, as a percentage of net revenue, at Apollo Global associated with its start-up and development and other infrastructure and support costs, as well as, a 100 basis point increase to 3.4%, as a percentage of net revenue, in bad debt expense versus the third quarter of fiscal 2008. The increases are primarily due to the increased risk of collecting aged receivables and lower collection rates on those receivables given the current economic downturn.

Selling and promotional expenses increased by $40.0 million, or 19.6%, to $243.6 million for the three months ended May 31, 2009, from $203.6 million in the three months ended May 31, 2008. As a percentage of net revenue, selling and promotional expenses declined 120 basis points to 23.2% versus 24.4% in the prior year�s third quarter. This was mainly a result of continued improvement in enrollment counselor effectiveness at University of Phoenix. Additionally, investments in marketing resulted in more effective and efficient advertising at University of Phoenix. The Company continues to invest in marketing to build greater brand identity as well as to drive and support future enrollment growth.

General and administrative (�G&A�) expenses for the three months ended May 31, 2009, increased by $10.6 million, or 17.4%, to $71.5 million, from $60.9 million in the three months ended May 31, 2008. As a percentage of net revenue, G&A expenses decreased 50 basis points to 6.8% versus 7.3% in the prior year�s third quarter. The improvement is mainly attributable to the continued leverage of relatively fixed employee compensation costs for executive management, finance and IT personnel.

Financial and Operating Metrics

Below are Apollo Group�s unaudited financial data and operating metrics for fiscal 2009.

� � Q3 2009 � � Q3 2008 * Revenues (in thousands) Degree Seeking Gross Revenues (1) $ 1,035,613 $ 816,255

*

Less: Discounts and other � (41,182 ) � (39,231 ) Degree Seeking Net Revenues (1) 994,431 777,024

*

Non-degree Seeking Revenues (2) 12,085 13,361

*

Other, net of discounts (3) � 44,827 � � 44,832 � $ 1,051,343 � $ 835,217 � � � Revenue by Degree Type (in thousands) (1) Associates $ 378,626 $ 248,171 Bachelors 435,367 365,960 Masters 202,039 185,727

*

Doctoral 19,581 16,397 Less: Discounts and other � (41,182 ) � (39,231 ) $ 994,431 � $ 777,024 �

*

� � Degreed Enrollment (rounded to hundreds) (4) Associates 186,600 134,300 Bachelors 156,100 137,900 Masters 71,200 67,300 Doctoral � 6,800 � � 5,800 � � 420,700 � � 345,300 � � � Degree Seeking Gross Revenues per Degreed Enrollment (1) (4) Associates $ 2,029 $ 1,848 Bachelors 2,789 2,654 Masters 2,838 2,760

*

Doctoral 2,880 2,827 All degrees (after discounts) 2,364 2,250

*

� � � New Degreed Enrollment (rounded to hundreds) (5) Associates 48,800 37,100 Bachelors 26,000 21,900 Masters 11,900 11,600 Doctoral � 800 � � 800 � � 87,500 � � 71,400 � � �

*

Reflects reclassification of approximately $3 million from Masters Degree Seeking Revenue to Non-degree Seeking Revenue. �

(1)

�

Represents revenue from tuition and other fees for students enrolled in University of Phoenix degree programs and Western International University associate�s degree programs. Also includes revenue from tuition and other fees for students participating in University of Phoenix certificate programs of at least 18 credit hours in length with some course applicability into a related degree program. �

(2)

�

Represents revenue from tuition and other fees for students participating in University of Phoenix certificate programs less than 18 hours in length, certificate programs with no applicability into a related degree program, single course and continuing education courses. �

(3)

�

Represents revenues from IPD, CFP, Western International University (excluding associates degree students), Insight Schools, Apollo Global and other. �

(4)

�

Represents individual students enrolled in a University of Phoenix degree program or Western International University associate�s degree program who attended a course during the quarter and did not graduate as of the end of the quarter. Degreed Enrollment for a quarter also includes any student who previously graduated from one degree program and started a new University of Phoenix degree program in the quarter (for example, a graduate of the associate�s degree program returns for a bachelor�s degree or a bachelor�s degree graduate returns for a master�s degree). In addition, Degreed Enrollment includes students participating in University of Phoenix certificate programs of at least 18 credit hours in length with some course applicability into a related degree program. �

(5)

�

Represents any individual student enrolled in a University of Phoenix degree program who is a new student and started a course in the quarter, any individual student who previously graduated from one degree program and started a new degree program in the quarter (for example, a graduate of an associate�s degree program returns for a bachelor�s degree program, or a graduate of a bachelor�s degree program returns for a master�s degree), as well as any individual student who started a degree program in the quarter and had been out of attendance for greater than 12 months. In addition, New Degreed Enrollment includes students who in the quarter started participating in University of Phoenix certificate programs of at least 18 credit hours in length with some course applicability into a related degree program.

Unaudited Nine Months of Fiscal 2009 Results of Operations

Consolidated net revenue for the nine months ended May 31, 2009, was $2.9 billion, a 25.5% increase over the comparable period of fiscal 2008. Contributing to this increase was a 20.3% increase in University of Phoenix�s average Degreed Enrollment during the nine months ended May 31, 2009, as compared to the nine months ended May 31, 2008. University of Phoenix New Degreed Enrollment during the first nine months of fiscal 2009 increased 23.7% as compared with the first nine months of fiscal 2008.

The Company reported net income of $506.8 million, or $3.15 per share, (161.0 million weighted average diluted shares outstanding), and $246.9 million, or $1.47 per share, (167.7 million weighted average diluted shares outstanding) for the nine months ended May 31, 2009, and May 31, 2008, respectively. Included in the fiscal 2008 results is a pre-tax charge of $170.0 million associated with the judgment in a securities class action lawsuit. This charge was reversed during the fourth quarter of fiscal 2008 when the trial court vacated the earlier judgment. Before giving effect to the litigation charge, net income was $350.2 million, or $2.09 per share (167.7 million weighted average diluted shares outstanding), for the nine months of fiscal 2008. (See the reconciliation of GAAP financial information to non-GAAP financial information in the tables section of this press release.)

Unaudited Balance Sheet

As of May 31, 2009, the Company�s cash, cash equivalents, and marketable securities, excluding restricted cash, totaled $819.1 million as compared to $511.5 million as of August 31, 2008. The increase is primarily attributable to cash generated from operations, partially offset by share repurchases. Restricted cash and student deposits increased by approximately $105.5 million and $92.4 million since August 31, 2008, respectively. These increases were primarily due to increased student enrollment and to increases in Title IV funds available to students.

At May 31, 2009, accounts receivable declined to $192.6 million from $221.9 million at August 31, 2008, primarily due to improvements in processing time for the receipt of student financial aid and an increase in the allowance for doubtful accounts. Excluding accounts receivable and the associated revenue for Apollo Global, the Company�s days sales outstanding (�DSO�) declined to 24 days at May 31, 2009, as compared to 26 days at May 31, 2008, and 29 days at August 31, 2008. The decrease in DSO is primarily due to improvements in processing time for the receipt of student financial aid as well as increased net revenue.

Total deferred revenue at May 31, 2009, increased to $261.2 million from $231.2 million at August 31, 2008. The increase is seasonal in nature and consistent with the Company�s enrollment growth.

Subsequent to the quarter end, Apollo Global entered into an Implementation Agreement to acquire BPP Holdings plc (�BPP�), a U.K.-based provider of education and training to professionals in the legal and finance industries. Pursuant to the acquisition arrangement, Apollo Global will acquire all of the outstanding shares of BPP for a cash purchase price of 620 pence per share, which represents an enterprise value of approximately $540 million based upon the exchange rate on June 5, 2009. In connection with the acquisition, the Company was required to provide assurance that it has the funds to execute the transaction. As a result, the Company provided an intercompany loan to Apollo Global to fund an escrow account with $550 million to be used solely to fund the purchase price in this acquisition. The transaction is expected to close in the fourth quarter of our fiscal year 2009.

Conference Call Information

The Company will hold a conference call to discuss these earnings results at 5:00 p.m. Eastern, 2:00 p.m. Phoenix time, today, Monday, June 29, 2009. The call may be accessed by dialing (877) 292-6888 (domestic) or (973) 200-3381 (international) and entering the conference ID number 12621070. A live webcast of this event may be accessed by visiting the Company�s website at www.apollogrp.edu. A replay of the call will be available on the website or by dialing (800) 642-1687 (domestic) or (706) 645-9291 (international) and entering the conference ID number 12621070 until July 10, 2009.

About Apollo Group, Inc.

Apollo Group, Inc. has been an education provider for more than 30 years, providing academic access and opportunity to students through its subsidiaries, University of Phoenix, Institute for Professional Development, College for Financial Planning, Western International University, Meritus University, Insight Schools and Apollo Global. The Company's distinctive educational programs and services are provided at the high school, undergraduate, graduate and doctoral levels in 40 states and the District of Columbia; Puerto Rico; Canada; Mexico; Chile; and the Netherlands, as well as online throughout the world (data as of May 31, 2009).

For more information about Apollo Group, Inc. and its subsidiaries, call (800) 990-APOL or visit the Company�s website at www.apollogrp.edu.

Forward-Looking Safe Harbor

Statements in this press release regarding Apollo Group�s business outlook, future financial and operating results, future enrollment, and overall future strategy and plans, are forward-looking statements, and are subject to the Safe Harbor provisions created by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current information and expectations and involve a number of risks and uncertainties. Actual results may differ materially from those projected in such statements due to various factors. For a discussion of the various factors that may cause actual results to differ materially from those projected, please refer to the risk factors and other disclosures contained in Apollo Group�s previously filed Form 10-K, Forms 10-Q, and other filings with the Securities and Exchange Commission.

Apollo Group, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited) � As of May 31, � August 31, ($ in thousands) 2009 2008 ASSETS: Current assets Cash and cash equivalents $ 795,699 $ 483,195 Restricted cash and cash equivalents 489,619 384,155 Marketable securities, current portion 991 3,060 Accounts receivable, net 192,612 221,919 Deferred tax assets, current portion 58,771 55,434 Prepaid taxes 2,367 - Other current assets � 29,681 � � 21,780 � Total current assets 1,569,740 1,169,543 Property and equipment, net 467,321 439,135 Marketable securities, less current portion 22,401 25,204 Goodwill 88,921 85,968 Intangible assets, net 14,691 23,096 Deferred tax assets, less current portion 80,679 89,499 Other assets � 32,291 � � 27,967 � Total assets $ 2,276,044 � $ 1,860,412 � � LIABILITIES AND SHAREHOLDERS' EQUITY: Current liabilities Accounts payable $ 56,965 $ 46,589 Accrued liabilities 174,217 121,200 Current portion of long-term liabilities 119,922 47,228 Income taxes payable - 6,111 Student deposits 505,685 413,302 Deferred revenue � 261,158 � � 231,179 � Total current liabilities 1,117,947 865,609 Deferred tax liabilities 2,012 2,743 Long-term liabilities, less current portion � 104,802 � � 145,895 � Total liabilities � 1,224,761 � � 1,014,247 � � Commitments and contingencies � Minority interest 13,056 11,956 � Shareholders' equity Apollo Group Class A nonvoting common stock, no par value 103 103 Apollo Group Class B voting common stock, no par value 1 1 Additional paid-in capital 35,505 - Apollo Group Class A treasury stock, at cost (2,086,280 ) (1,757,277 ) Retained earnings 3,103,534 2,595,340 Accumulated other comprehensive loss � (14,636 ) � (3,958 ) Total shareholders' equity � 1,038,227 � � 834,209 � Total liabilities and shareholders' equity $ 2,276,044 � $ 1,860,412 � Apollo Group, Inc. and Subsidiaries Condensed Consolidated Statements of Income (Unaudited) � � Three Months Ended May 31, � � Nine Months Ended May 31, 2009 � 2008 2009 � � 2008 (in thousands, except per share data) Net revenue $ 1,051,343 � $ 835,217 � $ 2,898,439 � $ 2,309,534 � Costs and expenses: Instructional costs and services 400,202 347,598 1,150,788 1,008,609 Selling and promotional 243,633 203,644 697,929 582,257 General and administrative 71,518 60,910 200,839 167,203 Estimated securities litigation loss � - � � 1,566 � � - � � 169,966 � Total costs and expenses � 715,353 � � 613,718 � � 2,049,556 � � 1,928,035 � Income from operations 335,990 221,499 848,883 381,499 Interest income and other, net � 3,665 � � 3,329 � � 7,158 � � 21,037 � Income before income taxes and minority interest 339,655 224,828 856,041 402,536 Provision for income taxes (139,043 ) (85,951 ) (350,045 ) (155,833 ) Minority interest, net of tax � 492 � � 229 � � 814 � � 229 � Net income $ 201,104 � $ 139,106 � $ 506,810 � $ 246,932 � � Earnings per share: � Basic income per share $ 1.28 � $ 0.85 � $ 3.19 � $ 1.49 � Diluted income per share $ 1.26 � $ 0.85 � $ 3.15 � $ 1.47 � Basic weighted average shares outstanding � 157,616 � � 162,751 � � 158,960 � � 165,919 � Diluted weighted average shares outstanding � 159,305 � � 163,841 � � 160,952 � � 167,737 � Apollo Group, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) � � Nine Months Ended May 31, 2009 2008 � ($ in thousands) Cash flows provided by (used in) operating activities: Net income $ 506,810 $ 246,932 Adjustments to reconcile net income to net cash provided by operating activities: Share-based compensation 49,385 49,451 Excess tax benefits from share-based compensation (11,509 ) (17,947 ) Depreciation and amortization 72,857 59,133 Amortization of deferred gain on sale-leaseback (1,256 ) (1,339 ) Non-cash foreign currency losses, net 693 - Provision for uncollectible accounts receivable 106,890 79,255 Estimated securities litigation loss - 165,748 Minority interest, net of tax (814 ) (229 ) Deferred income taxes 4,017 (69,401 ) Changes in assets and liabilities, excluding the impact of acquisitions: Accounts receivable (81,663 ) (39,515 ) Other assets (13,077 ) (9,314 ) Accounts payable and accrued liabilities 19,715 (21,907 ) Income taxes payable 23,774 57,294 Student deposits 92,408 58,747 Deferred revenue 33,470 7,701 Other liabilities � 8,099 � � 3,833 � Net cash provided by operating activities � 809,799 � � 568,442 � Cash flows provided by (used in) investing activities: Additions to property and equipment (94,873 ) (80,242 ) Acquisitions, net of cash acquired - (70,302 ) Purchase of marketable securities - (875,098 ) Maturities of marketable securities 2,660 864,551 Collateralization of bond posted for securities litigation matter - (95,000 ) Increase in restricted cash and cash equivalents � (105,464 ) � (64,460 ) Net cash used in investing activities � (197,677 ) � (320,551 ) Cash flows provided by (used in) financing activities: Payments on borrowings (16,211 ) (250,709 ) Proceeds from borrowings 13,620 250,000 Issuance of Apollo Group Class A common stock 98,963 80,721 Class A common stock purchased for treasury (408,768 ) (454,362 ) Minority interest contributions 2,000 6,975 Excess tax benefits from share-based compensation � 11,509 � � 17,947 � Net cash used in financing activities � (298,887 ) � (349,428 ) Exchange rate effect on cash and cash equivalents � (731 ) � (710 ) Net increase (decrease) in cash and cash equivalents 312,504 (102,247 ) Cash and cash equivalents, beginning of period � 483,195 � � 339,319 � Cash and cash equivalents, end of period $ 795,699 � $ 237,072 � Supplemental disclosure of cash flow information Cash paid during the period for income taxes $ 314,344 $ 168,092 Cash paid during the period for interest $ 1,934 $ 1,519 Supplemental disclosure of non-cash investing and financing activities Credits received for tenant improvements $ 10,861 $ 7,843 Purchases of property and equipment included in accounts payable $ 6,222 $ 4,630 Settlement and reclassification of liability awards $ - $ 16,340 Restricted stock units vested and released $ 9,290 $ - Unrealized loss on auction-rate securities $ 2,203 $ 803 Unsettled purchase of Class A common stock for treasury $ 38,780 $ - UNIACC earn-out consideration $ 7,135 $ -

Reconciliation of GAAP financial information to non-GAAP financial information

� � Three Months Ended May 31, � � Nine Months Ended May 31, 2009 � 2008 2009 � 2008 (in millions, except per share data) � Net income as reported $ 201.1 $ 139.1 � $ 506.8 $ 246.9 � � Reconciling items: Estimated securities litigation loss(1) � - � 1.6 � � - � 170.0 � - 1.6 - 170.0 Less: tax effects � - � (0.6 ) � - � (66.7 ) � - � 1.0 � � - � 103.3 � Net income adjusted to exclude special items $ 201.1 $ 140.1 � $ 506.8 $ 350.2 � � Diluted income per share adjusted to exclude special items $ 1.26 $ 0.85 � $ 3.15 $ 2.09 � � Diluted weighted average shares outstanding � 159.3 � 163.8 � � 161.0 � 167.7 � � �

(1)

�

The $1.6 million and $170.0 million charges for the three and nine months ended May 31, 2008, respectively, represent charges associated with the securities litigation matter, subsequently reversed in the fourth quarter of fiscal 2008 when the trial court vacated the judgment. Management believes that stating net income before giving effect to these charges is useful for interperiod comparison because the charges were reversed.