8-K

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): October 7, 2003

APOLLO GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Arizona	0-25232	86-0419443
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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)

TABLE OF CONTENTS

	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
	Item 9. Regulation FD Disclosure. (Information furnished pursuant to Item 12. Results of Operations and Financial Condition)
SIGNATURES
EXHIBIT INDEX
EX-99.1

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

99.1 Press Release dated October 7, 2003

Item 9. Regulation FD Disclosure. (Information furnished pursuant to Item 12. Results of Operations and Financial Condition)

     On October 7, 2003, Apollo Group, Inc. reported via press release its results of operations for its fourth quarter and fiscal year ended August 31, 2003. A copy of this press release is attached hereto as Exhibit 99.1. This press release is being furnished, but not filed, under Item 12 of this Report on Form 8-K.

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 thereunto duly authorized.

Date: October 7, 2003	APOLLO GROUP, INC.
	By:	/s/ Kenda B. Gonzales
		Kenda B. Gonzales
		Chief Financial Officer
	By:	/s/ Daniel E. Bachus
		Daniel E. Bachus
		Chief Accounting Officer and Controller
	By:	/s/ Todd S. Nelson
		Todd S. Nelson
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated October 7, 2003

EX-99.1 3 p68311exv99w1.htm EX-99.1

News Release

Apollo Group, Inc.	Company Contact:
4615 E. Elwood St	Kenda B. Gonzales
Phoenix, AZ 85040	Chief Financial Officer
(800) 990-APOL	(800) 990-APOL
(480) 379-3503 fax	Email:
Internet:	kenda.gonzales@apollogrp.edu
www.apollogrp.edu
www.phoenix.edu
www.uopxonline.com	Investor Relations Contact:
www.ipd.org	Janess Pasinski
www.fp.edu	Apollo Group, Inc.
www.wintu.edu	(800) 990-APOL, option 7
	Email:
	janess.pasinski@apollogrp.edu
	Press Contact:
	Ayla Dickey
	Apollo Group, Inc
	(480) 557-2952
	Email:
	ayla.dickey@apollogrp.edu

APOLLO GROUP, INC. REPORTS FISCAL 2003
FOURTH QUARTER AND YEAR END RESULTS

     Phoenix, Arizona, October 7, 2003 — Apollo Group, Inc. today reported fiscal 2003 financial results for Apollo Education Group (Nasdaq:APOL) and University of Phoenix Online (Nasdaq:UOPX) for the fourth quarter and year ended August 31, 2003.

     Net income attributed to Apollo Education Group for the year ended August 31, 2003 was $231.7 million, or $1.30 per diluted share, compared to $153.2 million, or $.87 per diluted share, reported for the same period last year. Net income attributed to University of Phoenix Online for the year ended August 31, 2003, was $15.3 million, or $.93 per diluted share, compared to $8.0 million or $.53 per diluted share, reported for the same period last year.

     Net income attributed to Apollo Education Group for the three months ended August 31, 2003 was $65.5 million, or $.37 per diluted share, compared to $46.6 million, or $.26 per diluted share, reported for the same period last year. Net income attributed to University of Phoenix Online for the three months ended August 31, 2003, was $4.9 million, or $.29 per diluted share, compared to $2.7 million or $.18 per diluted share, reported for the same period last year.

     Todd S. Nelson, President and CEO, said, “We are pleased to report that we have reached a milestone in enrollment by breaking the 200,000 mark. During the fourth quarter, we opened four campuses located in Westborough, MA; Charlotte, NC; Columbus, GA; and Indianapolis, IN. We also opened 3 new learning centers during the last quarter; two for the University of Phoenix in Dallas and Houston, TX and one for the Institute for Professional Development in Costa Mesa, CA.”

     Total consolidated revenues for Apollo Group, Inc. for the year ended August 31, 2003 rose 32.7% to $1.340 billion, compared with $1.009 billion for the same period last year. The University of Phoenix accounted for 94.6% of the $1.261 billion in net tuition revenues from students enrolled in degree programs for the year ended August 31, 2003. Total revenues for University of Phoenix Online for the year ended August 31, 2003 rose 61.7% to $529.6 million, compared with $327.5 million for the same period last year.

     Total consolidated revenues for Apollo Group, Inc. for the three months ended August 31, 2003 rose 31.5% to $371.3 million, compared with $282.3 million in the fourth quarter of fiscal 2002. The University of Phoenix accounted for 95.1% of the $349.8 million in net tuition revenues from students enrolled in degree programs for the three months ended August 31, 2003. Total revenues for University of Phoenix Online for the three months ended August 31, 2003 rose 56.7 % to $156.6 million, compared with $99.9 million in the fourth quarter of fiscal 2002.

~continued~

     Consolidated net income for Apollo Group, Inc. for the year ended August 31, 2003 increased 53.3% to $247.0 million, compared to $161.2 million for the same period last year. Net income for University of Phoenix Online for the year ended August 31, 2003 increased 71.6% to $110.5 million, compared to $64.4 million for the same period last year.

     Consolidated net income for Apollo Group, Inc. for the three months ended August 31, 2003 increased 42.8% to $70.4 million, compared to $49.3 million for the same period last year. Net income for University of Phoenix Online for the three months ended August 31, 2003 increased 63.6% to $34.5 million, compared to $21.1 million for the same period last year.

     Net cash provided by operating activities for Apollo Group, Inc. for the year ended August 31, 2003 was $343.0 million, compared to $260.5 million for the year ended August 31, 2002. Net additions to property and equipment for Apollo Group, Inc. for the year ended August 31, 2003 were $55.8 million, compared to $36.7 million for the year ended August 31, 2002.

     Net cash provided by operating activities for Apollo Group, Inc. for the three months ended August 31, 2003 was $94.4 million, compared to $79.2 million for the three months ended August 31, 2002. Net additions to property and equipment for Apollo Group, Inc. for the three months ended August 31, 2003 were $14.7 million, compared to $9.0 million for the three months ended August 31, 2002.

     Consolidated degree enrollments for all of the Apollo Group, Inc. institutions at August 31, 2003 increased by 26.8% to 200,100 students compared to 157,800 students at August 31, 2002. Degree enrollments at The University of Phoenix (excluding University of Phoenix Online) were 95,600 students at August 31, 2003 compared to 84,300 students at August 31, 2002 representing a 13.4% increase. Degree enrollments for University of Phoenix Online at August 31, 2003 increased by 60.8% to 79,400 students compared to 49,400 students at August 31, 2002.

Business Outlook

     Apollo Group, Inc.

• We expect revenue for the quarter ending November 30, 2003 to be between $392 million and $395 million and to be between $1.731 billion and $1.734 billion for fiscal 2004.

• Operating margin is expected to be between 30.0% and 30.5% for the quarter ending November 30, 2003 and to be between 29.5% and 30.0% for fiscal 2004.

     University of Phoenix Online

• We expect revenue for the quarter ending November 30, 2003 to be between $165 million and $166 million and to be between $793 million and $794 million for fiscal 2004.

• Operating margin is expected to be between 32.5 % and 33.0% for the quarter ending November 30, 2003 and to be between 34.0% and 34.5% for fiscal 2004.

     Diluted earnings per share attributed to Apollo Education Group are expected to be $.39 for the quarter ending November 30, 2003 and to be $1.64 for fiscal 2004. Diluted earnings per share attributed to University of Phoenix Online are expected to be $.27 for the quarter ending November 30, 2003 and to be $1.30 for fiscal 2004.

     Based on lead flow, we expect degree enrollments at The University of Phoenix (excluding University of Phoenix Online) to continue to grow between 12% and 14% over the prior year at the end of the first quarter of fiscal 2004. We expect University of Phoenix Online degree enrollments to continue to grow 50% over the prior year at the end of the first quarter of fiscal 2004.

~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, October 7, 2003. The call may be accessed by dialing (877) 292-6888 (domestic) or (706) 634-1393 (internationally). The conference ID number is 2798396. A live webcast of this event may be accessed by visiting the company web site at: http://www.apollogrp.edu/Company_News. A replay of the call will be available on our website or at (706) 645-9291 (conf. ID #2798396) until October 31, 2003.

     Apollo Group, Inc. has been providing higher education programs to working adults for over 25 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 71 campuses and 121 learning centers in 37 states, Puerto Rico and Vancouver, British Columbia. Combined degree enrollment was 200,052 students as of August 31, 2003.

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

     This press release includes statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Apollo Group, Inc. claims the protection of the safe-harbor for forward-looking statements contained in the Reform Act. These forward-looking statements are often characterized by the terms “may,” “believes,” “projects,” “expects,” or “anticipates,” and do not reflect historical facts. Specific forward-looking statements contained in this press release relate, among other matters, to the business outlook of Apollo Group, Inc. and University of Phoenix Online.

     Forward-looking statements involve risks, uncertainties and other factors which may cause actual results, performance or achievements of Apollo Group, Inc. and University of Phoenix Online to be materially different from those expressed or implied by such forward-looking statements. Factors that could affect Apollo Group, Inc.’s or University of Phoenix Online’s results and cause them to materially differ from those contained in the forward-looking statements include:

• the failure to maintain or renew required regulatory approvals, accreditation or state authorizations;

• the failure to obtain authorizations from states in which University of Phoenix does not currently provide degree programs;

• the failure to obtain the Higher Learning Commission’s approval for University of Phoenix to operate in new states;

• any adverse changes in student enrollment;

• risk factors and cautionary statements made in Apollo Group, Inc.’s Annual Report on Form 10-K for the period ended August 31, 2002; and

• other factors that Apollo Group is currently unable to identify or quantify, but may arise or become known in the future.

     These forward-looking statements are based on estimates, projections, beliefs, and assumptions of Apollo Group, Inc. and its management and speak only as of the date made and are not guarantees of future performance. Apollo Group, Inc. undertakes no obligation to publicly update or revise any forward-looking statements, or any facts, events or circumstances after the date hereof that may bear upon forward-looking statements. You are advised, however, to consult any further disclosures Apollo Group, Inc. makes in its reports filed with the Securities and Exchange Commission.

-Table to Follow-

APOLLO GROUP, INC. AND SUBSIDIARIES
SELECTED FINANCIAL AND OPERATING DATA
(Dollars in thousands, except per share amounts)

		For the Three Months Ended				For the Year Ended
		August 31,				August 31,
		2003		2002		2003		2002
Revenues:
	Tuition and other, net	$	371,273	$	282,309	$	1,339,517	$	1,009,455
Costs and expenses:
	Instructional costs and services		168,243		133,152		612,940		498,454
	Selling and promotional		76,547		56,038		272,348		198,889
	General and administrative		17,106		15,013		66,970		58,260
			261,896		204,203		952,258		755,603
Income from operations			109,377		78,106		387,259		253,852
Interest income, net			3,649		3,225		14,545		12,072
Income before income taxes			113,026		81,331		401,804		265,924
Provision for income taxes			42,648		32,032		154,794		104,774
Net income		$	70,378	$	49,299	$	247,010	$	161,150
Net income attributed to:
Apollo Education Group common stock		$	65,509	$	46,562	$	231,702	$	153,161
University of Phoenix Online common stock		$	4,869	$	2,737	$	15,308	$	7,989
Earnings per share attributed to:
Apollo Education Group Common Stock:
Diluted net income per share		$	0.37	$	0.26	$	1.30	$	0.87
Diluted weighted average shares outstanding			178,426		176,401		177,637		175,697
University of Phoenix Online Common Stock:
Diluted net income per share		$	0.29	$	0.18	$	0.93	$	0.53
Diluted weighted average shares outstanding			16,949		15,608		16,518		15,098

	At August 31,
	2003		2002
OPERATING DATA
Students enrolled in degree programs		200,052		157,762
Number of locations:
Campuses		71		65
Learning Centers		121		111
		192		176

APOLLO GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Dollars in thousands)

		August 31,			August 31,
		2003			2002
Assets:
Current assets
	Cash and cash equivalents	$	416,452		$	295,237
	Restricted cash		147,616			100,252
	Marketable securities		235,962			214,547
	Receivables, net		123,728			99,282
	Deferred tax assets, net		9,098			7,415
	Income taxes receivable		842
	Other current assets		16,545			13,714
Total current assets			950,243			730,447
Property and equipment, net			119,057			104,292
Marketable securities			245,772			78,619
Cost in excess of fair value of assets purchased, net			37,096			37,096
Deferred tax assets, net			1,155			5,062
Other assets			24,881			24,126
Total assets		$	1,378,204		$	979,642
Liabilities and Shareholders’ Equity:
Current liabilities
	Current portion of long-term liabilities	$	3,231		$	7,510
	Accounts payable		29,314			22,478
	Accrued liabilities		49,525			39,855
	Income taxes payable					7,974
	Student deposits and current portion of deferred tuition revenue		253,153			186,497
Total current liabilities			335,223			264,314
Deferred tuition revenue, less current portion			942			827
Long-term liabilities, less current portion			15,114			15,508
Total liabilities			351,279			280,649
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; 175,286,000 and 173,221,000 issued and outstanding at August 31, 2003 and August 31, 2002, respectively			103			103
Apollo Education Group Class B voting common stock, no par value, 3,000,000 shares authorized; 477,000 and 484,000 issued and outstanding at August 31, 2003 and August 31, 2002, respectively			1			1
University of Phoenix Online nonvoting common stock, no par value, 400,000,000 shares authorized; 15,659,000 and 14,256,000 issued and outstanding at August 31, 2003 and August 31, 2002, respectively
Additional paid-in capital			293,650			227,155
Apollo Education Group Class A treasury stock, at cost, 2,103,000 and 4,162,000 shares at August 31, 2003 and August 31, 2002, respectively			(27,100	)		(46,029	)
University of Phoenix Online treasury stock, at cost, 86,000 and 24,000 shares at August 31, 2003 and August 31, 2002, respectively			(4,601	)		(526	)
Retained earnings			765,196			518,186
Accumulated other comprehensive income (loss)			(324	)		103
Total shareholders’ equity			1,026,925			698,993
Total liabilities and shareholders’ equity		$	1,378,204		$	979,642

~continued~

APOLLO GROUP, INC. AND SUBSIDIARIES
DEGREE ENROLLMENTS

		August 31,
		2003		2002
University of Phoenix:
	Campuses established prior to August 1998		153,366		119,582
	Campuses established after August 1998		21,573		14,078
Total University of Phoenix			174,939		133,660
Institute for Professional Development			22,348		21,724
Western International University			2,035		1,822
College for Financial Planning			730		556
Total Degree Enrollment			200,052		157,762

~continued~

UNIVERSITY OF PHOENIX ONLINE
SELECTED FINANCIAL DATA
(in thousands)

		For the Three Months Ended				For the Year Ended
		August 31,				August 31,
		2003		2002		2003		2002
Revenues:
	Tuition and other, net	$	156,594	$	99,938	$	529,580	$	327,483
Costs and expenses:
	Instructional costs and services		60,335		38,578		206,452		132,044
	Selling and promotional		34,005		21,991		119,857		73,755
	General and administrative		6,825		5,220		24,815		17,932
			101,165		65,789		351,124		223,731
Income from operations			55,429		34,149		178,456		103,752
Interest income, net			1,168		813		4,430		3,126
Income before income taxes			56,597		34,962		182,886		106,878
Provision for income taxes			22,145		13,897		72,408		42,484
Net income		$	34,452	$	21,065	$	110,478	$	64,394

     This press release includes statements which may constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. This information may involve risk and uncertainties that could cause actual results to differ materially from the forward-looking statements.

GRAPHIC 4 p68311p6831100.gif GRAPHIC begin 644 p68311p6831100.gif M1TE&.#EA8`!@`/<``````(````"``("`````@(``@`"`@,#`P,#/CX^KJZO'Q\?CX^/_[\*"@I("`@/\```#_ M`/__````__\`_P#______RP`````8`!@```(_@#_"1Q(L*#!@P@3*ES(L*'# MAQ`C2IQ(L:+%BQ@S+E3`L:,"C2`Q>C3HL63(DQ)'$BS9$:7+B"U7LOR(<.9+ ME"IEFCPX,^=-BSMU^AS8T^9/BD&))E5:E*;2HS"'_C,JE"K4BBP+6A78]"K2 MJB273NWI=6+,L5+%HI5:DV/9ITS=:A6[=6Y7J&>SVI6[EV_8IF=?!M8;UR]7 MPGT!&P;I$_':Q8X+*P[,V##=I745\Z0LDO+EH9'O*N0,U'/:TZ#)/ER,-#5G MQ[`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`3N(KL88SMDRO5[^MS;;;3_[)<4LVDUUG]ERHPPMQW.#]S2SUKW5L:1> M6WVJX6//O6W?BP,E-'**1VXY5DJ'EAYYD%=G96:"JWKIW6T&&K'BFN,6TL(V M7]?SZ.-^'O?7:KM-]TFS_]QYY/W6UFSMAP>>LT:GTPZ\WK$S[FC=J)*N_,WV ML:S\;-!?-_W'@"-L^_6Z?GO\Y=QW3R/HSC->O*!`A[\Z^>JOSW[[%_T.__ST )UV___0T%!``[ ` end -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

exv99w1