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): June 20, 2006

APOLLO GROUP, INC.

(Exact name of registrant as specified in charter)

Arizona	0-25232	86-0419443
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

4615 East Elwood Street, Phoenix, Arizona	85040
(Address of principal executive offices)	(Zip Code)

(480) 966-5394

(Registrant’s telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2. below):

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

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

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

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

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition.
	Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURES
Exhibit Index
EX-99.1

Item 2.02. Results of Operations and Financial Condition.

On June 20, 2006, Apollo Group, Inc. reported via press release its results of operations for its third quarter ended May 31, 2006. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to this Item 2.02 and the exhibit hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

(d) Exhibits.

     99.1 Press Release dated June 20, 2006

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.

June 20, 2006	Apollo Group, Inc.
	(Registrant)
	By:	/s/ Kenda B. Gonzales
	Name:   Kenda B. Gonzales
	Title: Chief Financial Officer, Secretary, and Treasurer
June 20, 2006	Apollo Group, Inc.
	(Registrant)
	By:	/s/ Daniel E. Bachus
	Name:   Daniel E. Bachus
	Title: Chief Accounting Officer and Controller
June 20, 2006	Apollo Group, Inc.
	(Registrant)
	By:	/s/ Brian Mueller
	Name:   Brian Mueller
	Title: President

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated June 20, 2006

EX-99.1

Exhibit 99.1

Apollo Group, Inc.
News Release

APOLLO GROUP, INC. REPORTS FISCAL 2006
THIRD QUARTER RESULTS

     Phoenix, Arizona, June 20, 2006 — Apollo Group, Inc. (Nasdaq:APOL) today reported fiscal 2006 financial results for the third quarter ended May 31, 2006.

     Net income attributed to Apollo Education Group common stock for the three months ended May 31, 2006, was $133.3 million, or $.77 per diluted share on 174.2 million weighted average shares outstanding, compared to $141.8 million, or $.77 per diluted share on 184.3 million weighted average shares outstanding reported for the same period last year.

     Net income attributed to Apollo Education Group common stock for the nine months ended May 31, 2006, was $344.8 million, or $1.95 per diluted share, compared to $338.5 million, or $1.81 per diluted share reported for the same period last year.

     Total consolidated revenues for Apollo Group, Inc. for the three months ended May 31, 2006, rose 5.6% to $653.6 million, compared with $619.0 million in the third quarter of fiscal 2005. The third quarter of fiscal 2005 contained an extra week at the University of Phoenix Online, thereby increasing revenue in the related period by approximately $20 million. The University of Phoenix accounted for 83.3% of the $600.1 million in net tuition revenues from students enrolled in degree programs for the quarter ended May 31, 2006.

     Total consolidated revenues for Apollo Group, Inc. for the nine months ended May 31, 2006, rose 11.6% to $1.852 billion, compared with $1.660 billion in the same period last year. The University of Phoenix accounted for 83.3% of the $1.709 billion in net tuition revenues from students enrolled in degree programs for the nine months ended May 31, 2006.

     Consolidated degree enrollments for University of Phoenix and Western International University’s Axia College at May 31, 2006, increased by 10.7% to 295,600 students compared to 267,100 students at May 31, 2005. Consolidated degree enrollments of online students increased 20.6% between periods.

     Commenting on the quarter, Brian Mueller, President, said, “During the third quarter, we began operations in four new UOP campuses: Merrillville, Indiana; Madison, Wisconsin; Omaha, Nebraska; and Columbia, South Carolina. We continue to stay focused on our growth strategies. Our strategic and accelerated marketing programs are gaining traction and we are confident we are on the right course. We remain committed to the development of instructional delivery models and student administrative support systems that will increase student learning outcomes and retention through graduation.”

~continued~

     The company will hold a conference call to discuss these earnings results at 11:00 AM Eastern time, 8:00 AM Phoenix time, on Tuesday, June 20, 2006. The call may be accessed by dialing (877) 292-6888 (domestic) or (706) 634-1393 (internationally). The conference ID number is 9319496. A live webcast of this event may be accessed by visiting the company website at: www.apollogrp.edu. A replay of the call will be available on our website or at (706) 645-9291 (conf. ID # 9319496) until June 30, 2006.

     Apollo Group, Inc. has been providing higher education programs to working adults for almost 30 years. Apollo Group, Inc., operates through its subsidiaries: The University of Phoenix, Inc., Institute for Professional Development, The College for Financial Planning Institutes Corporation, and Western International University, Inc. The consolidated enrollment in its educational programs makes it the largest private institution of higher education in the United States. It offers educational programs and services at 97 campuses and 159 learning centers in 39 states, Puerto Rico, Alberta, British Columbia, Netherlands, and Mexico.

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

-Table to Follow-

APOLLO GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	For the Three Months Ended				For the Nine Months Ended
	May 31,				May 31,
	2006		2005		2006		2005
(In thousands, except per share amounts)
Revenues:
Tuition and other, net	$	653,628	$	619,011	$	1,852,063	$	1,659,630
Costs and expenses:
Instructional costs and services		273,073		243,232		791,405		682,284
Selling and promotional		137,873		118,153		390,419		359,754
General and administrative		30,977		29,323		118,262		74,010
		441,923		390,708		1,300,086		1,116,048
Income from operations		211,705		228,303		551,977		543,582
Interest income and other, net		4,476		3,984		12,546		12,401
Income before income taxes		216,181		232,287		564,523		555,983
Provision for income taxes		82,840		90,449		219,773		217,500
Net income	$	133,341	$	141,838	$	344,750	$	338,483
Earnings per share attributed to Apollo Education Group common stock:
Diluted net income per share	$	0.77	$	0.77	$	1.95	$	1.81
Diluted weighted average shares outstanding		174,239		184,322		176,602		187,053

The company adopted SFAS 123(R) during the first quarter of 2006 resulting in $3.5 million and $22.0 million of stock-based compensation expense for the three and nine months ended May 31, 2006, respectively. There was no stock-based compensation expense related to employee stock options and employee stock purchases under SFAS 123 in the same periods of fiscal 2005 because the Company did not adopt the recognition provisions of SFAS 123. Net income, including pro forma stock-based compensation expense, as previously disclosed in the notes to the Condensed Consolidated Financial Statements for the three and nine months ended May 31, 2005, was $138.3 million or $0.75 per diluted share, and $326.5 million or $1.74 per diluted share, respectively.

~continued~

APOLLO GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

	May 31,			August 31,
	2006			2005
(Dollars in thousands)
Assets:
Current assets
Cash and cash equivalents	$	201,463		$	145,607
Restricted cash		245,108			225,706
Marketable securities		72,190			224,112
Receivables, net		190,143			201,615
Deferred tax assets, net		16,851			14,991
Other current assets		20,124			23,058
Total current assets		745,879			835,089
Property and equipment, net		297,119			268,661
Marketable securities		62,928			97,350
Cost in excess of fair value of assets purchased, net		37,096			37,096
Deferred tax assets, net		32,266			35,756
Other assets		28,248			28,993
Total assets	$	1,203,536		$	1,302,945
Liabilities and Shareholders’ Equity:
Current liabilities
Current portion of long-term liabilities	$	22,063		$	18,878
Accounts payable		38,401			40,129
Accrued liabilities		66,017			61,315
Income taxes payable		14,622			9,740
Student deposits and current portion of deferred revenue		399,381			387,910
Total current liabilities		540,484			517,972
Deferred tuition revenue, less current portion		441			351
Long-term liabilities, less current portion		79,961			77,748
Total liabilities		620,886			596,071
Commitments and contingencies
Shareholders’ equity
Preferred stock, no par value, 1,000,000 shares authorized; none issued
Apollo Education Group Class A nonvoting common stock, no par value, 400,000,000 shares authorized; 188,002,000 issued at May 31, 2006 and August 31, 2005, and 172,448,000 and 179,184,000 outstanding at May 31, 2006 and August 31, 2005, respectively		103			103
Apollo Education Group Class B voting common stock, no par value, 3,000,000 shares authorized; 477,000 issued and outstanding at May 31, 2006 and August 31, 2005		1			1
Additional paid-in capital
Apollo Education Group Class A treasury stock, at cost, 15,554,000 and 8,818,000 shares at May 31, 2006 and August 31, 2005, respectively		(1,061,172	)		(645,742	)
Retained earnings		1,645,381			1,353,650
Accumulated other comprehensive loss		(1,663	)		(1,138	)
Total shareholders’ equity		582,650			706,874
Total liabilities and shareholders’ equity	$	1,203,536		$	1,302,945

~continued~

APOLLO GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	For the Nine Months Ended
	May 31,
	2006			2005
(In thousands)
Cash flows provided by (used for) operating activities:
Net income	$	344,750		$	338,483
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense		14,475
Depreciation and amortization		49,291			39,157
Amortization of investment premiums		841			3,023
Provision for uncollectible accounts		57,275			30,180
Deferred income taxes		1,630			17,099
Tax benefits of stock options exercised					28,266
Excess tax benefits from stock-based compensation		(9,590	)
Cash received for tenant improvements		1,594			1,263
Non-cash early occupancy expense					2,877
Changes in assets and liabilities
Receivables		(45,803	)		(64,599	)
Other assets		2,431			(3,181	)
Accounts payable and accrued liabilities		(2,366	)		(26,023	)
Income taxes		17,438			29,946
Student deposits and deferred revenue		11,860			42,247
Other liabilities		3,499			3,879
Net cash provided by operating activities		447,325			442,617
Cash flows provided by (used for) investing activities:
Net additions to property and equipment		(34,203	)		(80,755	)
Development of land and buildings related to future Online expansion		(35,266	)
Purchase of marketable securities		(259,805	)		(39,211	)
Maturities of marketable securities		445,308			303,130
Purchase of restricted securities		(662,146	)		(308,464	)
Maturities of restricted securities		642,744			252,444
Purchase of other assets		(1,686	)		(1,710	)
Net cash provided by investing activities		94,946			125,434
Cash flows provided by (used for) financing activities:
Purchase of Apollo Education Group Class A common stock		(514,931	)		(698,851	)
Issuance of Apollo Education Group Class A common stock		25,691			43,170
Cash paid for cancellation of vested options		(6,240	)
Excess tax benefits from stock-based compensation		9,590
Net cash used for financing activities		(485,890	)		(655,681	)
Currency translation loss		(525	)		(264	)
Net increase (decrease) in cash and cash equivalents		55,856			(87,894	)
Cash and cash equivalents at beginning of period		145,607			156,669
Cash and cash equivalents at end of period	$	201,463		$	68,775
Supplemental disclosure of non-cash investing activities
Tenant improvement allowances	$	11,639		$	12,576
Purchases of property and equipment included in accounts payable	$	5,340		$	11,998

~continued~

APOLLO GROUP, INC. AND SUBSIDIARIES
DEGREE ENROLLMENTS
(Unaudited)

	May 31,
	2006		2005
The University of Phoenix, Inc. and Axia College
Associates		66,100		34,000
Bachelors		156,400		164,500
Masters		69,300		66,000
Doctoral		3,800		2,600
		295,600		267,100
Apollo Group, Inc. Consolidated
Associates		73,400		41,200
Bachelors		168,600		177,400
Masters		77,300		74,300
Doctoral		3,800		2,600
		323,100		295,500

~continued~

APOLLO GROUP, INC. AND SUBSIDIARIES
SUPPLEMENTARY DATA—THREE MONTHS ENDED MAY 31, 2006
(Unaudited)

     Instructional costs and services increased by $29.9 million in the three months ended May 31, 2006, from the three months ended May 31, 2005. The following table sets forth the changes in significant components of instructional costs and services, in millions:

					Percent of Revenues
	For the Three Months Ended				For the Three Months Ended
	May 31,				May 31,
	2006		2005		2006			2005
Employee compensation and related expenses	$	97.0	$	88.6		14.8	%		14.3	%
Stock-based compensation		2.4				0.3	%
Faculty compensation		54.9		52.8		8.4	%		8.6	%
Classroom lease expenses and depreciation		48.3		44.2		7.4	%		7.1	%
Financial aid processing costs		13.5		10.6		2.1	%		1.7	%
Bad debt expense		17.4		11.3		2.7	%		1.8	%
Other instructional costs and services		39.6		35.7		6.1	%		5.8	%
Instructional costs and services	$	273.1	$	243.2		41.8	%		39.3	%

     Selling and promotional expenses increased by $19.7 million in the three months ended May 31, 2006, from the three months ended May 31, 2005. The following table sets forth the changes in significant components of selling and promotional expenses, in millions:

					Percent of Revenues
	For the Three Months Ended				For the Three Months Ended
	May 31,				May 31,
	2006		2005		2006			2005
Enrollment advisors’ compensation and related expenses	$	63.6	$	51.3		9.7	%		8.3	%
Stock-based compensation		0.4				0.1	%
Advertising		56.9		50.6		8.7	%		8.2	%
Other selling and promotional expenses		17.0		16.3		2.6	%		2.6	%
Selling and promotional expenses	$	137.9	$	118.2		21.1	%		19.1	%

     General and administrative expenses increased by $1.7 million in the three months ended May 31, 2006, from the three months ended May 31, 2005. The following table sets forth the changes in significant components of general and administrative expenses, in millions:

					Percent of Revenues
	For the Three Months Ended				For the Three Months Ended
	May 31,				May 31,
	2006		2005		2006			2005
Employee compensation and related expenses	$	12.7	$	12.7		1.9	%		2.0	%
Stock-based compensation		0.7				0.1	%
Legal, audit, and corporate insurance		4.4		2.5		0.7	%		0.4	%
Administrative space and depreciation		6.1		7.3		0.9	%		1.2	%
Other general and administrative expenses		7.1		6.8		1.1	%		1.1	%
General and administrative expenses	$	31.0	$	29.3		4.7	%		4.7	%

~continued~

APOLLO GROUP, INC. AND SUBSIDIARIES
SUPPLEMENTARY DATA—NINE MONTHS ENDED MAY 31, 2006
(Unaudited)

     Instructional costs and services increased by $109.1 million in the nine months ended May 31, 2006, from the nine months ended May 31, 2005. The following table sets forth the changes in significant components of instructional costs and services, in millions:

					Percent of Revenues
	For the Nine Months Ended				For the Nine Months Ended
	May 31,				May 31,
	2006		2005		2006			2005
Employee compensation and related expenses	$	275.3	$	250.4		14.9	%		15.1	%
Stock-based compensation		8.7				0.4	%
Faculty compensation		157.3		140.7		8.5	%		8.5	%
Classroom lease expenses and depreciation		141.0		126.2		7.6	%		7.6	%
Financial aid processing costs		39.0		31.3		2.1	%		1.9	%
Bad debt expense		57.3		30.3		3.1	%		1.8	%
Other instructional costs and services		112.8		103.4		6.1	%		6.2	%
Instructional costs and services	$	791.4	$	682.3		42.7	%		41.1	%

     Selling and promotional expenses increased by $30.6 million in the nine months ended May 31, 2006, from the nine months ended May 31, 2005. The following table sets forth the changes in significant components of selling and promotional expenses, in millions:

					Percent of Revenues
	For the Nine Months Ended				For the Nine Months Ended
	May 31,				May 31,
	2006		2005		2006			2005
Enrollment advisors’ compensation and related expenses	$	183.1	$	151.2		9.9	%		9.1	%
Stock-based compensation		1.3				0.1	%
Advertising		162.8		166.5		8.8	%		10.0	%
Other selling and promotional expenses		43.2		42.1		2.3	%		2.6	%
Selling and promotional expenses	$	390.4	$	359.8		21.1	%		21.7	%

     General and administrative expenses increased by $44.3 million in the nine months ended May 31, 2006, from the nine months ended May 31, 2005. The following table sets forth the changes in significant components of general and administrative expenses, in millions:

					Percent of Revenues
	For the Nine Months Ended				For the Nine Months Ended
	May 31,				May 31,
	2006		2005		2006			2005
Employee compensation and related expenses	$	57.6	$	34.6		3.1	%		2.1	%
Stock-based compensation		12.0				0.7	%
Legal, audit, and corporate insurance		10.0		6.2		0.5	%		0.4	%
Administrative space and depreciation		17.7		15.1		1.0	%		0.9	%
Other general and administrative expenses		21.0		18.1		1.1	%		1.0	%
General and administrative expenses	$	118.3	$	74.0		6.4	%		4.4	%

     Included in the above general and administrative employee compensation and related expenses is $19.0 million related to our former CEO’s Separation Agreement. Included in the above general and administrative stock-based compensation is $7.5 million related to our former CEO’s Separation Agreement.

Company Contact: Kenda B. Gonzales, CFO ~ (800) 990-APOL ~ kenda.gonzales@apollogrp.edu
Investor Relations Contact: Janess Pasinski ~ Apollo Group, Inc. ~ (800) 990-APOL, option 6 ~ janess@apollogrp.edu
Press Contact: Ayla Dickey ~ Apollo Group, Inc. ~ (480) 557-2952 ~ ayla.dickey@apollogrp.edu