Apollo Group, Inc. Reports Fiscal 2009 Third Quarter Results

* Reuters is not responsible for the content in this press release.

Mon Jun 29, 2009 4:01pm EDT

PHOENIX--(Business Wire)--
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." 

Instructionalcosts 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.                                                


Apollo Group, Inc., Phoenix
Investor Relations Contacts:
Allyson Pooley, 312-660-2025
allyson.pooley@apollogrp.edu
Jeremy Davis, 312-660-2071
jeremy.davis@apollogrp.edu
Media Contact:
Sara Jones, 818-326-1871
sara.jones@apollogrp.edu

Copyright Business Wire 2009

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