8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 8, 2013

Apollo Group, Inc.

__________________________________________

(Exact name of registrant as specified in its charter)

Arizona	0-25232	86-0419443
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
4025 S. Riverpoint Parkway, Phoenix, Arizona		85040
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code: (480) 966-5394
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information

Item 2.02 Results of Operations and Financial Condition.

On January 8, 2013, Apollo Group, Inc. issued a press release announcing its financial results for the three months ended November 30, 2012. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information in Item 2.02 of this Form 8-K and the exhibit furnished herewith shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished herewith:

Exhibit Number	Description
99.1	Text of press release of Apollo Group, Inc. dated January 8, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Apollo Group, Inc.
January 8, 2013	By:	/s/ Brian L. Swartz
		Name: Brian L. Swartz
		Title: Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit Number	Description
99.1	Text of press release of Apollo Group, Inc. dated January 8, 2013.

EX-99.1

	Exhibit 99.1
	Apollo Group, Inc.
	News Release

Apollo Group, Inc. Reports First Quarter 2013 Results

Phoenix, January 8, 2013 – Apollo Group, Inc. (NASDAQ: APOL) today reported financial results for the three months ended November 30, 2012, with revenue of $1.1 billion and diluted earnings per share of $1.18 per share, or $1.22 per shareexcluding special items.

“In the first quarter, we continued to execute on our strategy to differentiate University of Phoenix, diversify Apollo Group and to further optimize our operations,” said Apollo Group Chief Executive Officer Greg Cappelli. “We are rolling out new career-oriented tools for students, as well as working with leading companies to help them meet their needs to develop an educated workforce. We are committed to become the educator of choice to connect education to careers and believe this approach will position us for long-term success.”

First Quarter 2013 Results of Operations

• Net revenue for the first quarter 2013 was $1.1 billion compared to $1.2 billion in the first quarter 2012.

• University of Phoenix Degreed Enrollment was 319,700, a 14.3% decrease from the prior year first quarter, and New Degreed Enrollment was 54,100, a 15.1% decrease from the prior year first quarter.

• Operating income for the first quarter 2013 was $230.9 million, down 11.7%, compared to $261.7 million from the prior year first quarter.

• Income from continuing operations attributable to Apollo Group for the first quarter 2013 was $133.5 million, or $1.18 per share, compared to $147.5 million, or $1.13 per share in the first quarter 2012.

Results for the first quarter 2013 include restructuring and other charges of $24.1 million attributable to the Company’s optimization efforts and a $16.9 million credit for the reversal of charges associated with a securities class action lawsuit.

Excluding the special items noted above, income from continuing operations for the first quarter 2013 was $137.9 million, or $1.22 per share, compared to income from continuing operations of $165.3 million, or $1.26 per share, for the first quarter 2012. (See the reconciliation of GAAP financial information to non-GAAP financial information in the tables section of this press release for first quarter 2013 and 2012 special items).

Operating Expenses

Operating expenses for the first quarter 2013 totaled $824.2 million, a decrease of 9.4%, as compared to first quarter 2012. Excluding special items, operating expenses were $817.0 million, a decrease of 8.0%. This decrease was primarily attributable to a reduction in costs from restructuring activities, which contributed to the decline in admissions advisory headcount, rent expense and depreciation expense. Additionally, a portion of the decrease was related to variable expenses due to lower net revenue. The provision for uncollectible accounts receivable (“bad debt”) also declined 19.7% to $33.4 million,

primarily due to lower enrollment, as well as improved collection rates for aged receivables, at University of Phoenix.

Balance Sheet and Cash Flow

As of November 30, 2012, cash and cash equivalents, excluding restricted cash, totaled $776 million compared to $1.3 billion as of August 31, 2012. The decrease was primarily due to $625.8 million used for payments on borrowings, including the payment of $615.0 million borrowed under the Company’s revolving credit facility, the Company’s $42.5 million cash payment for its purchase of the noncontrolling interest in Apollo Global and $27.5 million for capital expenditures. These items were partially offset by $210.1 million of cash provided by operations.

Accounts receivable were $201.5 million as of November 30, 2012, compared to $198.3 million at August 31, 2012. Excluding accounts receivable and the related net revenue for Apollo Global, the Company’s days sales outstanding was 20 days as of November 30, 2012, as compared to 24 days as of November 30, 2011.

Business Outlook

The Company offers the following outlook for fiscal year 2013 based on the business trends observed during the first quarter 2013, as well as management’s current expectations of future trends.

• Net revenue of $3.65 – $3.75 billion; and

• Operating income of $500.0 – $550.0 million, excluding the impact of special items and restructuring and other charges.

Conference Call Information

The Company will hold a conference call to discuss these earnings results at 5:00 p.m. ET, 3:00 p.m. MT, today, Tuesday, January 8, 2013.

Dial-In Numbers:

877-292-6888 (Domestic)

973-200-3381 (International)

Conference ID: 82100134

A live webcast of this event may be accessed by visiting the Company’s website at www.apollogrp.edu.A webcast replay will be available approximately one hour following the conclusion of the call at the same link.

A telephone replay will be available approximately two hours following the conclusion of the call until January 22, 2013.

Dial-In Numbers:

855-859-2056 (Domestic)

404-537-3406 (International)

Conference ID: 82100134

About Apollo Group, Inc.

Apollo Group, Inc. is one of the world’s largest private education providers and has been in the education business for nearly 40 years. The Company offers innovative and distinctive educational programs and services both online and on-campus at the undergraduate, master’s and doctoral levels through its subsidiaries: University of Phoenix, Apollo Global, Institute for Professional Development and College

for Financial Planning. The Company offers programs and services throughout the United States and in Latin America and Europe, as well as online throughout the world.

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 Statements Safe Harbor

Statements about Apollo Group and its business in this release which are not statements of historical fact, including statements regarding Apollo Group’s future strategy and plans and commentary regarding future results of operations and prospects, 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 plans implemented and actual results achieved may differ materially from those set forth in or implied by such statements due to various factors, including without limitation (i) the impact of increased competition from traditional public universities and proprietary educational institutions, (ii) the impact of the Company’s restructuring initiatives to increase operating efficiency and better align operations with student demand and business strategy, including the substantial reduction in University of Phoenix on-ground locations, (iii) the impact of changes in marketing channels and other recruiting practices to better identify students who are more likely to succeed at University of Phoenix, (iv) the impact of the Company’s initiatives to improve the student experience, improve student outcomes and enhance the connection between education and careers, (v) changes in enrollment or student mix, (vi) changes in the overall U.S. or global economy, (vii) changes in law or regulation affecting the Company’s eligibility to participate in or the manner in which it participates in U.S. federal and state student financial aid programs, and (viii) changes in the Company’s business necessary to remain in compliance with existing, new, or amended U.S. federal student financial aid program regulations, including the so-called 90/10 Rule and the limitations on cohort default rates, and to remain in compliance with the accrediting criteria of the relevant accrediting bodies. For a discussion of the various factors that may cause actual plans implemented and actual results achieved to differ materially from those set forth in the forward-looking statements, please refer to the risk factors and other disclosures contained in Apollo Group’s Form 10-K for fiscal year 2012 and subsequent Form 10-Q, and other filings with the Securities and Exchange Commission, all of which are available on the Company’s website at www.apollogrp.edu.

Use of Non-GAAP Financial Information

This press release and the related conference call contain non-GAAP financial measures, which are intended to supplement, but not substitute for, the most directly comparable GAAP measures. Management uses, and chooses to disclose to investors, these non-GAAP financial measures because (i) such measures provide an additional analytical tool to clarify the Company’s results from operations and help to identify underlying trends in its results of operations, (ii) as to the non-GAAP earnings measures, such measures help compare the Company’s performance on a consistent basis across time periods, and (iii) these non-GAAP measures are employed by the Company’s management in its own evaluation of performance and are utilized in financial and operational decision-making processes, such as budgeting and forecasting. Exclusion of items in the non-GAAP presentation should not be construed as an inference that these items are unusual, infrequent or non-recurring. Other companies, including other companies in the education industry, may calculate non-GAAP financial measures differently, limiting their usefulness as a comparative measure across companies.

Financial and Operating Metrics

Below are Apollo Group’s unaudited financial data and operating metrics for the first quarter 2013 compared to the first quarter 2012.

		Degreed Enrollment(1)		New Degreed Enrollment(2)
Enrollment (rounded to hundreds)		Q1 2013	Q1 2012	Q1 2013			Q1 2012
	Associate’s	99,100	130,300	22,900			27,800
	Bachelor’s	168,000	182,500	22,500			26,100
	Master’s	46,000	52,900	8,000			8,900
	Doctoral	6,600	7,400	700			900
		319,700	373,100	54,100			63,700
Revenues (in thousands)
	Degree Seeking Gross Revenues(3)			$	992,274		$	1,108,616
	Less: Discounts and other			(67,275		)	(62,734		)
	Degree Seeking Net Revenues(3)			924,999			1,045,882
	Non-degree Seeking Revenues			9,813			8,577
	Other, net of discounts			120,371			117,441
				$	1,055,183		$	1,171,900
Revenue by Degree Type (in thousands)(3)
	Associate’s			$	251,890		$	313,598
	Bachelor’s			560,806			592,910
	Master’s			158,891			178,445
	Doctoral			20,687			23,663
	Less: Discounts and other			(67,275		)	(62,734		)
				$	924,999		$	1,045,882
Degree Seeking Gross Revenues per Degreed Enrollment(1), (3)
	Associate’s			$	2,542		$	2,407
	Bachelor’s			3,338			3,249
	Master’s			3,454			3,373
	Doctoral			3,134			3,198
	All degrees (after discounts)			$	2,893		$	2,803
(1) Represents students enrolled in a University of Phoenix degree program who attended a credit bearing course during the quarter and had not graduated as of the end of the quarter; students who previously graduated from one degree program and started a new degree program in the quarter (for example, a graduate of the associate’s degree program returns for a bachelor’s degree); and students participating in certain certificate programs of at least 18 credits with some course applicability into a related degree program.
(2) Represents new students and students who have been out of attendance for more than 12 months who enroll in a University of Phoenix degree program and start a credit bearing course in the quarter; students who have previously graduated from a degree program and start a new degree program in the quarter; and students who commence participation in certain certificate programs of at least 18 credits with some course applicability into a related degree program.
(3) Represents revenue from tuition and other fees for students enrolled in University of Phoenix degree programs. Also includes revenue from tuition and other fees for students participating in University of Phoenix certificate programs of at least 18 credits in length with some course applicability into a related degree program.

Apollo Group, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
	As of
($ in thousands)	November 30, 2012			August 31, 2012
ASSETS:
Current assets
Cash and cash equivalents	$	776,009		$	1,276,375
Restricted cash and cash equivalents	351,575			318,334
Accounts receivable, net	201,456			198,279
Prepaid taxes	5,041			26,341
Deferred tax assets, current portion	55,489			69,052
Other current assets	64,513			49,609
Total current assets	1,454,083			1,937,990
Property and equipment, net	546,520			571,629
Goodwill	103,558			103,345
Intangible assets, net	145,789			149,034
Deferred tax assets, less current portion	80,446			77,628
Other assets	38,521			28,696
Total assets	$	2,368,917		$	2,868,322
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current liabilities
Short-term borrowings and current portion of long-term debt	$	22,236		$	638,588
Accounts payable	63,202			74,872
Income taxes payable	60,717			—
Student deposits	381,124			362,143
Deferred revenue	262,813			254,555
Accrued and other current liabilities	263,433			324,881
Total current liabilities	1,053,525			1,655,039
Long-term debt	75,562			81,323
Deferred tax liabilities	16,096			15,881
Other long-term liabilities	203,705			191,756
Total liabilities	1,348,888			1,943,999
Commitments and contingencies
Shareholders’ equity
Preferred stock, no par value	—			—
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	41,311			93,770
Apollo Group Class A treasury stock, at cost	(3,864,989		)	(3,878,612		)
Retained earnings	4,876,645			4,743,150
Accumulated other comprehensive loss	(34,188		)	(30,034		)
Total Apollo shareholders’ equity	1,018,883			928,378
Noncontrolling interests (deficit)	1,146			(4,055		)
Total equity	1,020,029			924,323
Total liabilities and shareholders’ equity	$	2,368,917		$	2,868,322

Apollo Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
(Unaudited)
	Three Months Ended November 30,						% of Net Revenue
(In thousands, except per share data)	2012			2011			2012		2011
Net revenue	$	1,055,183		$	1,171,900		100.0	%	100.0	%
Costs and expenses:
Instructional and student advisory	432,150			453,281			40.9	%	38.7	%
Marketing	162,873			165,564			15.4	%	14.1	%
Admissions advisory	71,308			101,388			6.8	%	8.7	%
General and administrative	73,539			79,899			7.0	%	6.8	%
Depreciation and amortization	43,695			46,167			4.1	%	3.9	%
Provision for uncollectible accounts receivable	33,406			41,583			3.2	%	3.6	%
Restructuring and other charges	24,116			5,562			2.3	%	0.5	%
Litigation credit	(16,850		)	—			(1.6	)%	—	%
Goodwill and other intangibles impairment	—			16,788			—	%	1.4	%
Total costs and expenses	824,237			910,232			78.1	%	77.7	%
Operating income	230,946			261,668			21.9	%	22.3	%
Interest income	549			506			—	%	0.1	%
Interest expense	(2,042		)	(1,999		)	(0.2	)%	(0.2	)%
Other, net	1,799			140			0.2	%	—	%
Income from continuing operations before income taxes	231,252			260,315			21.9	%	22.2	%
Provision for income taxes	(97,512		)	(115,179		)	(9.2	)%	(9.8	)%
Income from continuing operations	133,740			145,136			12.7	%	12.4	%
Income from discontinued operations, net of tax	—			2,148			—	%	0.2	%
Net income	133,740			147,284			12.7	%	12.6	%
Net (income) loss attributable to noncontrolling interests	(245		)	2,030			—	%	0.1	%
Net income attributable to Apollo	$	133,495		$	149,314		12.7	%	12.7	%
Earnings per share – Basic:
Continuing operations attributable to Apollo	$	1.19		$	1.13
Discontinued operations attributable to Apollo	—			0.02
Basic income per share attributable to Apollo	$	1.19		$	1.15
Earnings per share – Diluted:
Continuing operations attributable to Apollo	$	1.18		$	1.13
Discontinued operations attributable to Apollo	—			0.01
Diluted income per share attributable to Apollo	$	1.18		$	1.14
Basic weighted average shares outstanding	112,420			130,318
Diluted weighted average shares outstanding	112,849			130,874

Apollo Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
	Three Months Ended November 30,
($ in thousands)	2012			2011
Cash flows provided by (used in) operating activities:
Net income	$	133,740		$	147,284
Adjustments to reconcile net income to net cash provided by operating activities:
Share-based compensation	16,889			20,892
Excess tax benefits from share-based compensation	—			(372		)
Depreciation and amortization	43,695			46,298
Accelerated depreciation included in restructuring	9,326			—
Amortization of lease incentives	(3,740		)	(3,789		)
Amortization of deferred gains on sale-leasebacks	(700		)	(700		)
Goodwill and other intangibles impairment	—			16,788
Non-cash foreign currency gain, net	(607		)	(397		)
Provision for uncollectible accounts receivable	33,406			41,583
Litigation credit	(16,850		)	—
Deferred income taxes	6,064			(1,747		)
Changes in assets and liabilities, excluding the impact of acquisition:
Restricted cash and cash equivalents	(33,241		)	2,315
Accounts receivable	(36,349		)	(75,698		)
Other assets	(6,432		)	(6,105		)
Accounts payable	(11,771		)	858
Income taxes payable	82,032			115,412
Student deposits	18,522			(22,272		)
Deferred revenue	8,075			22,340
Accrued and other liabilities	(31,928		)	(1,448		)
Net cash provided by operating activities	210,131			301,242
Cash flows provided by (used in) investing activities:
Additions to property and equipment	(27,539		)	(23,585		)
Acquisition, net of cash acquired	—			(73,736		)
Other investing activities	(14,819		)	—
Net cash used in investing activities	(42,358		)	(97,321		)
Cash flows provided by (used in) financing activities:
Payments on borrowings	(625,762		)	(496,322		)
Proceeds from borrowings	2,176			—
Purchase of noncontrolling interest	(42,500		)	—
Apollo Group Class A common stock purchased for treasury	(3,472		)	(80,682		)
Issuance of Apollo Group Class A common stock	1,113			2,575
Excess tax benefits from share-based compensation	—			372
Net cash used in financing activities	(668,445		)	(574,057		)
Exchange rate effect on cash and cash equivalents	306			(491		)
Net decrease in cash and cash equivalents	(500,366		)	(370,627		)
Cash and cash equivalents, beginning of period	1,276,375			1,571,664
Cash and cash equivalents, end of period	$	776,009		$	1,201,037
Supplemental disclosure of cash flow and non-cash information
Cash paid for income taxes, net of refunds	$	10,243		$	1,316
Cash paid for interest	$	1,906		$	2,344
Restricted stock units vested and released	$	9,496		$	7,125
Capital lease additions	$	—		$	6,668
Credits received for tenant improvements	$	—		$	19,941
Debt incurred for acquired technology	$	—		$	14,389

Apollo Group, Inc. and Subsidiaries
Reconciliation of GAAP financial information to non-GAAP financial information
(Unaudited)
	Three Months Ended November 30,
(In thousands, except per share data)	2012			2011
Net income attributable to Apollo, as reported	$	133,495		$	149,314
Income from discontinued operations, net of tax and noncontrolling interest	—			1,839
Income from continuing operations attributable to Apollo	133,495			147,475
Reconciling items:
Restructuring and other charges(1)	24,116			5,562
Litigation credit(2)	(16,850		)	—
Goodwill and other intangibles impairment, net of noncontrolling interest(3)	—			14,370
	7,266			19,932
Less: tax effects	(2,877		)	(2,091		)
Income from continuing operations attributable to Apollo, adjusted to exclude special items	$	137,884		$	165,316
Diluted income per share from continuing operations attributable to Apollo, as reported	$	1.18		$	1.13
Diluted income per share from continuing operations attributable to Apollo, adjusted to exclude special items	$	1.22		$	1.26
Diluted weighted average shares outstanding	112,849			130,874
(1) Restructuring and other charges represent charges associated with the Company’s series of restructuring activities to reengineer business processes and refine its delivery structure.
(2) Litigation credit during the three months ended November 30, 2012 represents the reversal of charges associated with the Securities Class Action (Policeman’s Annuity and Benefit Fund of Chicago) matter.
(3) The charges for the three months ended November 30, 2011 represent impairments of UNIACC’s goodwill and other intangibles, net of noncontrolling interest, with no income tax benefit as UNIACC’s goodwill and other intangibles are not deductible for tax purposes.

Investor Relations Contact:

Beth Coronelli, (312) 660-2059

beth.coronelli@apollogrp.edu

Media Contact:

Media Relations Hotline, (602) 254-0086

media@apollogrp.edu