Management Principles

Apollo Group, Inc.
2 0 11 A n n u A L R e P O R t

be...

engaged focused committed accountable dedicated

educated innovative informed connected supported

empowered inquisitive valued effective impactful

Since 1973, Apollo Group has been creating opportunities for students and employees to reach their full potential, while enriching society as a whole. Today, Apollo Group continues to strengthen its position as a leading provider of high quality, accessible education for individuals around the world.

Apollo Group has established itself as a leading provider of quality academic offerings by engaging, educating and empowering today’s workforce, one graduate at a time.

be engaged
Apollo Group’s institutions offer both online and campus-based classroom settings, flexible course scheduling, small class sizes and an innovative academic atmosphere that is challenging, rewarding and industry-focused. Personalized attention from instructors and interactive classroom participation between students and faculty facilitates a collaborative, professional learning environment that draws upon the experiences of others with rich and varied backgrounds. university of Phoenix’s mobile application enables participation in classroom activities to students “on-the-go” from virtually anywhere. In addition, PhoenixConnect SM , a private, academically-focused social network, provides students, alumni and faculty tools for greater collaboration, discussion and learning support beyond the classroom.

be educated
Our degree programs are designed in collaboration with academic and industry professionals to ensure quality, relevance and rigor. We offer degree programs across a range of high-demand fields at the associate, bachelor and graduate levels. Course curriculum is developed and continuously updated to reflect the latest standards and practices in today’s industries. Students are taught by a team of more than 35,000 talented faculty members and supported by a network of committed academic advisors. Our faculty hold advanced degrees in and have experience working in the fields they teach, providing our students a balanced education that includes theory and application.

be empowered
We are committed to helping individuals achieve their educational, professional and personal objectives through our quality academic programs, engaging instruction and innovative content delivery. Our institutions are focused on aligning our degree programs with the needs of the workforce and equipping students with skills relevant in a globally competitive economy. Apollo Group’s flagship institution, university of Phoenix, graduated more than 100,000 students in fiscal 2011 in the critical areas of teaching, nursing, criminal justice, information technology and business, among others. these graduates join an alumni network of nearly 700,000 individuals. We are empowering our students to compete in today’s workforce.

Apollo Group, Inc. was founded in response to a continuing shift in higher education demographics from a student population dominated by youth to a more diverse population. It began with the belief that the era of lifelong employment with a single employer was ending, and workers would have to become lifelong learners to stay competitive in a global economy. Lifelong learning requires an institution dedicated to meeting the educational needs of the working learner.

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Apollo group, inc. // 2011 Annual report

letter to our Shareholders
Fiscal 2011 was a year of unprecedented change for Apollo Group, and was also a year in which we made significant strides in advancing our long-term strategic plan and positioning our organization for continued success.
Our commitment is to provide a high-quality education to our students to help them attain the skills needed to succeed in today’s competitive workforce. We believe that delivering superior experiences, achieved by doing the right thing for the student, is key to building value for our shareholders. At the beginning of fiscAl 2011 we set out to: 1) Implement additional leading-edge student protections that enable students to make better informed decisions regarding their education options so that they have a higher likelihood of academic success; 2) Differentiate University of Phoenix, our flagship institution, within the U.S. higher education landscape through innovative technology advancements, engaging instruction and curriculum, and industry-relevant academic programs; and 3) Expand our growth opportunities intelligently beyond University of Phoenix. We are pleased with the progress we have made in each of these areas during the past year. Our accomplishments include enhancing our student-centric approach to admissions, launching University Orientation, investing in our learning platform and adaptive learning capabilities, and further aligning our educational offerings to the needs of today’s workforce. In addition, we continue to build the foundation for a global education network through the educational institutions of Apollo Global.

2011 Annual report // Apollo group, inc.

p.3

A year in review. In fiscal 2011, we committed to the implementation EPS from Continuing Diluted of several key strategic 5
Operations Attributable to Apollo ($) initiatives aimed at enhancing the student experience and improving student outcomes. These initiatives were the right things to do—both for our students and for our business—but they did $ 4.02 have an impact on student enrollment at University of Phoenix. $

Revenue
$

($ in billions)

4

While these initiatives have resulted in a period of transition for our business, we believe they have positioned us for more sustainable growth over time.
2.94 3 For the year, Apollo Group delivered consolidated revenue of $4.7 billion, a 4 percent decrease
$ $ 2.38 from the prior year. At the same time, we focused on managing our cost structure to appropriately align it with the needs of the business. Net income from continuing operations attributable to 2 Apollo was $569.9 million, or $4.02 per diluted share, representing an 8 percent increase from the prior year on a per share basis. $ $

3.85 $ 3.72

4.9

$

4.7

5

$

4.0

4

3.1

2.7

3

2

1 Implementing leading-edge student protections. One of our primary areas of 0

focus has been on cultivating an organizational culture that is, first and foremost, centered around always doing what’s right for our students.
’07 ’08 ’09 ’10 2011

1

We have encouraged our advisors to develop relationships with prospective and current students ’07 ’08 ’09 ’10 2011 to more effectively support them. At the beginning of the year, we aligned our admissions practices to better support our students’ success by eliminating enrollment measures as a factor in the evaluation and compensation of our admissions advisory teams. We have better empowered our advisors to provide high-quality service and to make decisions that are in the best interests of students. To further support this student-centric approach, we implemented additional tools and procedures to help ensure that prospective students can make informed decisions as they pursue their educational goals. At University of Phoenix, we introduced the Phoenix Prep Center to provide prospective students with self awareness and assessment resources that help them understand their individual learning style and academic strengths, which we believe facilitates improved student readiness in the classroom.

0

University of Phoenix is regionally accredited by the Higher Learning Commission and is a member of the North Central Association, one of six regional accrediting bodies considered to be the gold standard of accreditation. In addition, University of Phoenix holds programmatic accreditations in nursing, counseling, business and education. Other schools and institutions within Apollo Global are also accredited or authorized by various local accrediting bodies within their respective geographic or programmatic areas of instruction.

University of Phoenix also launched a free, three-week program called University Orientation. This program is mandatory for students with limited college experience and is designed to help them understand the commitment required for success in our academic programs. Importantly, University Orientation has enabled prospective students to experience the University of Phoenix learning environment and determine if our offering is right for them prior to enrolling and taking on debt. Together, these efforts are focused on helping students make better informed decisions regarding their education options so they have a higher likelihood of success.

Differentiating University of Phoenix. During fiscal 2011, we continued to invest in areas we believe will further distinguish the academic quality and learning experience provided at University of Phoenix. Innovation is a driving force in our efforts to enhance our learning platform. Over the past year, we rolled out our new academically-focused social network, PhoenixConnectSM, to all of the colleges within University of Phoenix. PhoenixConnectSM creates an online community that connects students, faculty and alumni and fosters enhanced academic collaboration. We also developed and introduced mobile applications to expand access opportunities for students “on-the-go.”

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Apollo group, inc. // 2011 Annual report

We augmented our curriculum with the introduction of the Phoenix Lecture Series, which provides unique course content from highly distinguished academicians and guest lecturers. We further integrated industry-relevant skills and competencies into our degree program offerings to continue to meet the needs of today’s employers by addressing the evolving demands for a skilled workforce.

From the creation of degree programs to meet the needs of working adults in the 1970s to pioneering online education in the late 1980s and eBooks in the 1990s, Apollo Group has a history of innovation within higher education. The Company is focused on identifying the changing needs of students and society, incorporating new technologies and learning techniques to more effectively serve students. This leadership continues today with the introduction of mobile functionality, social media capabilities and adaptive learning methodologies into the student experience.

During the year, we announced the acquisition of Carnegie Learning, which provides the Company with an industry leading adaptive learning engine, which we intend to further develop and integrate into the University of Phoenix classroom experience in the years ahead. We believe this technology can provide a better and more effective learning environment by delivering educational content and curriculum in a personalized way that is most effective for each individual student.

Diluted EPS from Continuing
Operations Attributable to Apollo ($)
$
$

Together, these efforts are focused on delivering a high-value, energizingbillions) Revenue ($ in and compelling learning experience to our students through high-quality, convenient and relevant academic programs, engaging instruction and innovative content delivery.
$ Expanding our growth opportunities. We continue to build the foundation for a global 4.9 $ 5 4.7 education network through the educational institutions of Apollo Global. During fiscal 2011, we invested in the infrastructure and talent at Apollo Global and we continue to expand the offerings of $ 4.0 BPP in the U.K. In addition, shortly after the end 4 the fiscal year, we announced global expansion of with a joint venture in India with HT Media. $

3.85 $ 3.72

4.02

$

2.94

$

2.38

3 $ the During2.7 year, we also began to lay the groundwork for a broader services platform to help address the needs of traditional colleges and universities.

3.1

2 By leveraging the organizational capabilities developed during Apollo Group’s more than 35-year history and applying them to the institutions within Apollo Global and expanding our service offerings to other traditional institutions, we have the opportunity to reach a broad population of students 1 across the large and growing global education sector in the years to come. 0 Looking forward. Following a period of considerable change in 2011, we enter the new year
’07 ’08 ’09 ’10 2011 ’07 ’08 ’09 ’10 2011 focused on executing the strategic plan we’ve set forth to position Apollo Group for continued success within the global higher education market.

Ultimately, this means continuing to differentiate University of Phoenix, while at the same time investing in the expansion opportunities of tomorrow. We will continue to enhance our academic offerings, deliver innovation in the classroom experience, further align our educational programs to meet the needs of employers, and provide additional career-oriented resources to students and alumni. We believe these initiatives will support the success of our students during their time at our universities and beyond graduation. We also are committed to aligning our people, technology and organizational structure to effectively support the needs of our students, while identifying opportunities to refine our operations and improve the student experience. We believe the successful execution of our strategy will deliver long-term returns for our shareholders.

Gregory W. Cappelli
Co-Chief Executive Officer Chairman of Apollo Global, Inc.

Charles B. Edelstein
Co-Chief Executive Officer

Apollo Group, Inc. Form

10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K
(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: August 31, 2011 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [ ] to [ ]

Commission file number: 0-25232

APOLLO GROUP, INC.
(Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization)

ARIZONA

(I.R.S. Employer Identification No.)

86-0419443

4025 S. RIVERPOINT PARKWAY, PHOENIX, ARIZONA 85040
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: [phone] Securities registered pursuant to Section 12(b) of the Act:
(Title of Each Class) (Name of Each Exchange on Which Registered)

Apollo Group, Inc. Class A common stock, no par value

The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES NO NO

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES NO Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES NO Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company NO

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES

No shares of Apollo Group, Inc. Class B common stock, its voting stock, are held by non-affiliates. The holders of Apollo Group, Inc. Class A common stock are not entitled to any voting rights. The aggregate market value of Apollo Group Class A common stock held by non-affiliates as of February 28, 2011 (last day of the registrant’s most recently completed second fiscal quarter), was approximately $5.5 billion. The number of shares outstanding for each of the registrant’s classes of common stock as of October 12, 2011 is as follows: Apollo Group, Inc. Class A common stock, no par value Apollo Group, Inc. Class B common stock, no par value DOCUMENTS INCORPORATED BY REFERENCE Portions of the Information Statement for the 2012 Annual Meeting of Class B Shareholders (Part III) 130,108,000 Shares 475,000 Shares

APOLLO GROUP, INC. AND SUBSIDIARIES FORM 10-K INDEX
Page

PART I Special Note Regarding Forward-Looking Statements Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4. Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings (Removed and Reserved) PART II Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Consolidated Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information PART III Item 10. Item 11. Item 12. Item 13. Item 14. Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accounting Fees and Services PART IV Exhibits, Financial Statement Schedules Item 15. SIGNATURES EX-2.1 EX-2.2 EX-2.3 EX-10.8 EX-10.10 EX-10.14 EX-10.15 EX-10.20 EX-10.21 2 150 156 149 149 149 149 149 53 56 58 88 91 147 147 149 4 5 29 51 51 52 53

EX-10.22 EX-10.28 EX-21 EX-23.1 EX-31.1 EX-31.2 EX-31.3 EX-32.1 EX-32.2 EX-32.3

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Table of Contents

Special Note Regarding Forward-Looking Statements This Annual Report on Form 10-K, including Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact may be forward-looking statements. Such forward-looking statements include, among others, those statements regarding future events and future results of Apollo Group, Inc. (the “Company,” “Apollo Group,” “Apollo,” “APOL,” “we,” “us” or “our”) that are based on current expectations, estimates, forecasts, and the beliefs and assumptions of us and our management, and speak only as of the date made and are not guarantees of future performance or results. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “could,” “believe,” “expect,” “anticipate,” “estimate,” “plan,” “predict,” “target,” “potential,” “continue,” “objectives,” or the negative of these terms or other comparable terminology. Such forward-looking statements are necessarily estimates based upon current information and involve a number of risks and uncertainties. Such statements should be viewed with caution. Actual events or results may differ materially from the results anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors that could cause actual results to differ materially from those estimated by us include but are not limited to: • changes in regulation of the U.S. education industry and eligibility of proprietary schools to participate in U.S. federal student financial aid programs, including the factors discussed in Item 1, Business, under “Accreditation and Jurisdictional Authorizations,” “Financial Aid Programs,” and “Regulatory Environment;” each of the factors discussed in Item 1A, Risk Factors; and those factors set forth in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

• •

The cautionary statements referred to above also should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf. We undertake no obligation to publicly update or revise any forward-looking statements, for any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements.

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Table of Contents

Part I Item 1 — Business Overview Apollo Group, Inc. is one of the world’s largest private education providers and has been in the education business for more than 35 years. We offer innovative and distinctive educational programs and services both online and on-campus at the undergraduate, master’s and doctoral levels through our wholly-owned subsidiaries: • • • The University of Phoenix, Inc. (“University of Phoenix”); Institute for Professional Development (“IPD”); and The College for Financial Planning Institutes Corporation (“CFFP”).

In addition to these wholly-owned subsidiaries, we formed a joint venture with The Carlyle Group (“Carlyle”) in October 2007, called Apollo Global, Inc. (“Apollo Global”), to pursue investments primarily in the international education services industry. Apollo Group currently owns 85.6% of Apollo Global, with Carlyle owning the remaining 14.4%. As of August 31, 2011, total contributions made to Apollo Global were $604.2 million, of which $517.1 million was funded by Apollo. Apollo Global is consolidated in our financial statements. We offer educational programs and services through the following wholly-owned subsidiaries of Apollo Global: • • • • BPP Holdings plc (“BPP”) in the United Kingdom; Western International University, Inc. (“Western International University”) in the U.S.; Universidad de Artes, Ciencias y Comunicación (“UNIACC”) in Chile; and Universidad Latinoamericana (“ULA”) in Mexico.

University of Phoenix. University of Phoenix has been accredited by The Higher Learning Commission of the North Central Association of Colleges and Schools since 1978 and holds other programmatic accreditations. University of Phoenix offers associate’s, bachelor’s, master’s and doctoral degrees in a variety of program areas. University of Phoenix offers its educational programs worldwide through its online education delivery system and at its campus locations and learning centers in 40 states, the District of Columbia and Puerto Rico. University of Phoenix’s online programs are designed to provide uniformity with University of Phoenix’s on-campus programs, which enhances University of Phoenix’s ability to expand into new markets while maintaining academic quality. University of Phoenix represented 91% of our total consolidated net revenue and more than 100% of our operating income in fiscal year 2011. IPD. IPD provides program development, administration and management consulting services to private colleges and universities (“Client Institutions”) to establish or expand their programs for working learners. These services typically include degree program design, curriculum development, market research, student admissions services, accounting, and administrative services. CFFP. CFFP has been accredited by The Higher Learning Commission of the North Central Association of Colleges and Schools since 1994. CFFP provides financial services education programs, including a Master of Science in three majors, and certification programs in retirement, asset management, and other financial planning areas. CFFP offers these programs online. BPP. BPP was acquired by Apollo Global in July 2009 and is headquartered in London, England. BPP offers professional training through schools located in the United Kingdom, a European network of BPP offices, and the sale of books and other publications globally. BPP University College, comprised of BPP Law School and BPP Business School, is the first proprietary institution to have been granted degree awarding powers in the United Kingdom and in July 2010 became the first private institution to be awarded the title of “University College” by the U.K. since 1976. Western International University. Western International University has been accredited by The Higher Learning Commission of the North Central Association of Colleges and Schools since 1984. Western International University offers associate’s, bachelor’s and master’s degrees in a variety of program areas as well as certificate programs. Western International University offers its undergraduate program courses at its Arizona campus locations and online at Western International University Interactive Online. Western International University was previously a wholly-owned subsidiary of Apollo. During fiscal year 2010, we contributed all of the common stock of Western International University to Apollo Global, which was accounted for as a transfer of assets between entities under common control. UNIACC. UNIACC is accredited by the Chilean Council of Higher Education (Consejo Superior de Educación). UNIACC is an arts and communications university which offers bachelor’s and master’s degree programs on campuses in Chile and online. 5

Table of Contents ULA. ULA carries authorization from Mexico’s Ministry of Public Education (Secretaría de Educación Publica), from the National Autonomous University of Mexico (Universidad Nacional Autónoma de México) for its high school and undergraduate psychology and law programs and by the Ministry of Education of the State of Morelos (Secretaría de Educación del Estado de Morelos) for its medicine and nutrition programs. ULA offers degree programs at its four campuses throughout Mexico. The educational institutions described above are presented in the following four reportable segments: 1. University of Phoenix; 2. Apollo Global — BPP; 3. Apollo Global — Other; and 4. Other Schools. The Apollo Global — Other segment includes Western International University, UNIACC, ULA and Apollo Global corporate operations. The Other Schools segment includes IPD and CFFP, as well as Meritus University, Inc. (“Meritus”), which ceased operations during the third quarter of fiscal year 2011. See Note 22, Segment Reporting, in Item 8, Financial Statements and Supplementary Data, for further discussion of our segments. The Corporate caption, as detailed in the table below, includes adjustments to reconcile segment results to consolidated results, which primarily consist of net revenue and corporate charges that are not allocated to our reportable segments. The following table presents net revenue for fiscal years 2011, 2010 and 2009 for each of our reportable segments:
Year Ended August 31, ($ in thousands) 2011 2010 2009

University of Phoenix Apollo Global: BPP Other Total Apollo Global Other Schools Corporate Net revenue

$ 4,322,670 244,181 75,800 319,981 88,517 1,854 $ 4,733,022

$ 4,498,325 251,743 78,253 329,996 95,706 1,792 $ 4,925,819

$ 3,766,600 13,062 76,083 89,145 95,045 2,776 $ 3,953,566

See Note 22, Segment Reporting, in Item 8, Financial Statements and Supplementary Data, for the segment and related geographic information required by Items 101(b) and 101(d) of Regulation S-K, which information is incorporated by this reference. During the fourth quarter of fiscal year 2011, we entered into an agreement to acquire all of the stock of Carnegie Learning, Inc., a publisher of research-based math curricula and adaptive learning for $75 million. In a separate transaction, we entered into an agreement to acquire related technology from Carnegie Mellon University for $21.5 million, payable over a 10-year period. These acquisitions were completed on September 12, 2011. The acquisitions allow us to accelerate our efforts to incorporate adaptive learning into our academic platform and to provide tools to help raise student achievement in mathematics, which supports improved retention and graduation rates. Given our postsecondary focus, we intend to evaluate strategic alternatives for the K-12 portion of the business in order to support Carnegie Learning’s continued success in this market. We completed the sale of Insight Schools, Inc. (“Insight Schools”) during the second quarter of fiscal year 2011. See Note 5, Discontinued Operations, in Item 8, Financial Statements and Supplementary Data, for further discussion. Our operations are generally subject to seasonal trends. We experience, and expect to continue to experience, fluctuations in our results of operations as a result of seasonal variations in the level of our institutions’ enrollments. Although University of Phoenix enrolls students throughout the year, its net revenue is generally lower in our second fiscal quarter (December through February) than the other quarters due to holiday breaks. University of Phoenix degreed enrollment (“Degreed Enrollment”) for the quarter ended August 31, 2011 was 380,800. Degreed Enrollment for a quarter is composed of: • • 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 or a bachelor’s degree graduate 6

Table of Contents returns for a master’s degree); and • students participating in certain certificate programs of at least 18 credits with some course applicability into a related degree program.

University of Phoenix aggregate new degreed enrollment (“New Degreed Enrollment”) for the sum of the four quarters in fiscal year 2011 was 221,900. New Degreed Enrollment for each quarter is composed of: • • • 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.

Students enrolled in or serviced by Apollo Global’s institutions (BPP, Western International University, UNIACC and ULA) and Other Schools (IPD and CFFP) are not included in Degreed Enrollment or New Degreed Enrollment. We incorporated in Arizona in 1981 and maintain our principal executive offices at 4025 S. Riverpoint Parkway, Phoenix, Arizona 85040. Our telephone number is [phone]. Our website addresses are as follows: • Apollo Group • University of Phoenix • Apollo Global • BPP • Western International University • UNIACC • ULA • IPD • CFFP • Carnegie Learning www.apollogrp.edu www.phoenix.edu www.apolloglobal.us www.bpp.com www.west.edu www.uniacc.cl www.ula.edu.mx www.ipd.org www.cffp.edu www.carnegielearning.com

Our fiscal year is from September 1 to August 31. Unless otherwise stated, references to the years 2011, 2010, 2009, 2008 and 2007 relate to fiscal years 2011, 2010, 2009, 2008 and 2007, respectively. Strategy Our goal is to strengthen our position as a leading provider of high quality, accessible education for individuals around the world by affording strong returns for all of our stakeholders: students, faculty, employees, employers and investors. Our principal focus is to provide innovative, high quality educational products and services in order for our students to maximize the benefit from their educational investment. Across our institutions, we believe our students receive energizing and compelling learning experiences and quality academic outcomes that provide the opportunity to improve their lives. We also look to leverage our national and international scale, academic breadth and student diversity to engage our employer partners by matching the skills and competencies of our graduates to ensure they are prepared to succeed in the workplace. We believe that providing a superior student experience, positioning our students to attain desired life outcomes, and building strong industry connections are keys to building value for our shareholders. We intend to pursue our goal in a manner that is consistent with our core organizational values: operate with integrity and social responsibility, change lives through education, be the employer of choice and build long-term value. These values provide the foundation for everything we do as a business. The key themes of our strategic plan are as follows: • Maximize the value of our University of Phoenix business. This is our highest priority. We will continue to focus on academic quality and the student experience that differentiate University of Phoenix, and also concentrate on responsible growth and improving operational effectiveness. We will work to align more closely with the outcomes that students, alumni and employers want and need in accordance with today’s educational and job markets. We believe that we can strengthen our position, responsibly grow our net revenue and cash flow and increase our ability to invest in initiatives to support our students and enhance our brand by continuing to deliver quality educational experiences and outcomes to our students, expanding access in certain markets, establishing and sustaining relationships with employers, enhancing our brand and improving our operating efficiency. 7

Table of Contents • Intelligently expand access into new markets. We believe we can capitalize on opportunities to utilize our core expertise and organizational capabilities, both domestically and internationally. In particular, we have observed a growing demand for high quality postsecondary and other education services both within and outside the U.S. We intend to actively pursue quality opportunities to partner with or acquire existing institutions of higher learning where we believe we can achieve attractive long-term growth and value creation.

To implement our strategy, we are working on and have completed a number of important initiatives that support our students and improve their educational outcomes. These initiatives include, but are not limited to, the following: • • • • • • Upgrading our learning and data platforms; Building key career services capabilities and connecting education more directly to jobs or careers with our employer partners; Creating, acquiring, developing and implementing new learning methods across our institutions; Implementing tools to facilitate learning and use of other support services, tailored to varying levels of student preparedness and ability; Streamlining core processes to more efficiently deliver critical services; and Organizing our operations to more effectively leverage our core expertise, including shared services resources.

Industry Background Domestic Postsecondary Education The non-traditional education sector is a significant and growing component of the domestic postsecondary degree-granting education industry, which was estimated to be a $461 billion industry in 2009, according to the Digest of Education Statistics published in 2011 by the U.S. Department of Education’s National Center for Education Statistics (the “NCES”). According to the National Postsecondary Student Aid Study published in 2000 by the NCES, 73% of undergraduates in 1999-2000 were in some way non-traditional (defined as a student who delays enrollment, attends part time, works full time, is financially independent for purposes of financial aid eligibility, has dependents other than a spouse, is a single parent, or does not have a high school diploma). The non-traditional students typically are looking to improve their skills and enhance their earnings potential within the context of their careers. We believe that the demand for non-traditional education will continue to increase, due to the increasingly knowledge-based economy in the U.S. Many non-traditional students, who we refer to as working learners, seek accredited degree programs that provide flexibility to accommodate the fixed schedules and time commitments associated with their professional and personal obligations. The education formats offered by our institutions enable working learners to attend classes and complete coursework on a more flexible schedule than many traditional universities offer. Although an increasing proportion of colleges and universities are beginning to address the needs of working learners, many universities and institutions do not effectively address their needs for the following reasons: • Traditional universities and colleges were designed to fulfill the educational needs of conventional, full-time students aged 18 to 24, and that industry sector remains the primary focus of these universities and institutions. This focus has resulted in a capital-intensive teaching/learning model that often is characterized by: • a high percentage of full-time, tenured faculty; • physical classrooms, library facilities and related full-time staff; • dormitories, student unions, and other significant physical assets to support the needs of conventional, fulltime students; and • an emphasis on research and related laboratories, staff, and other facilities. The majority of accredited colleges and universities continue to provide the bulk of their educational programming on an agrarian calendar with time off for traditional breaks. The traditional academic year runs from September to mid-December and from mid-January to May. As a result, most full-time faculty members only teach during that limited period of time. While this structure may serve the needs of the conventional, full-time students, it limits the educational opportunity for working learners who must delay their education for up to four months during these traditional breaks. Traditional universities and colleges may also be limited in their ability to provide the necessary customer service for working learners because they lack the necessary administrative infrastructure. Diminishing financial support for public colleges and universities has required them to focus more tightly on their existing student populations and missions, which in some cases has reduced access to traditional education.

•

• •

8

Table of Contents International Education There were approximately 159 million students enrolled in postsecondary education worldwide in 2008 according to the Global Education Digest 2010 published in 2010 by the United Nations Educational, Scientific and Cultural Organization Institute for Statistics. We believe that private education is playing an important role in advancing the development of education, specifically higher education and lifelong learning, in many countries around the world. While primary and secondary education outside the U.S. are still funded mainly through government expenditures, we believe that postsecondary education outside of the U.S. is experiencing governmental funding constraints that create opportunities for a broader private sector role. We believe that the following key trends are driving the growth in private education worldwide: • • • • • unmet demand for education; insufficient public funding to meet demand for education; shortcomings in the quality of higher education offerings, resulting in the rise of supplemental training to meet industry demands in the developing world; worldwide appreciation of the importance that knowledge plays in economic progress; and increased availability and role of technology in education, broadening the accessibility and reach of education.

Our Programs Our more than 35 years as a provider of education enables us to provide students with quality education and responsive customer service at the undergraduate, master’s and doctoral levels. Our institutions have gained expertise in designing curriculum, recruiting and training faculty, monitoring academic quality, and providing a high level of support services to students. Our institutions offer the following: • Accredited Degree Programs. University of Phoenix, Western International University and CFFP are accredited by The Higher Learning Commission of the North Central Association of Colleges and Schools. BPP’s University College has been granted degree-awarding powers by the United Kingdom’s Privy Council. Additionally, certain programs offered at our institutions and our other educational institutions are accredited by appropriate accrediting entities. See Accreditation and Jurisdictional Authorizations, below. Professional Examinations Training and Professional Development. BPP provides training and published materials for qualifications in accountancy (including tax), financial services, actuarial science, and insolvency. BPP also provides professional development through continuing education training and supplemental skills courses to post-qualification markets in finance, law, and general management. University of Phoenix and certain of our other institutions, including CFFP, also provide various training and professional development education. Faculty. • Domestic Postsecondary: Substantially all University of Phoenix faculty possess either a master’s or doctoral degree. Faculty members typically have many years of experience in the field in which they instruct. Our institutions have well-developed methods for hiring and training faculty, which include peer reviews of newly hired instructors by other members of the faculty, training in student instruction and grading, and teaching mentorships with more experienced faculty members. International: Our recruitment standards and processes for international faculty are appropriate for the respective markets in which we operate and are consistent with and in compliance with local accreditation and regulatory requirements in these markets. Domestic Postsecondary: Faculty content experts design curriculum for the majority of programs at our domestic postsecondary institutions. This enables us to offer current and relevant standardized programs to our students. We also utilize standardized tests and institution-wide systems to assess the educational outcomes of our students and improve the quality of our curriculum and instructional model. These systems evaluate the cognitive (subject matter) and affective (educational, personal and professional values) skills of our students upon registration and upon conclusion of the program, and also survey students two years after graduation in order to assess the quality of the education they received. Classes are designed to be small and engaging. International: Our international institutions typically follow a course development process in which faculty members who are subject matter experts work with instructional designers to develop curriculum materials based on learning objectives provided by school academic officers. Curriculum is tailored to the relevant standards 9

•

•

•

•

Standardized Programs. •

•

Table of Contents applicable in each local market within which we operate. • Benefits to Employers. The employers of students enrolled in our programs often provide input to faculty members in designing curriculum, and class projects are based on issues relevant to the companies that employ our students. Classes are taught by faculty members, many of whom, in our domestic postsecondary institutions, are practitioners and employers who emphasize the skills desired by employers. We conduct focus groups with business professionals, students, and faculty members who provide feedback on the relevancy of course work. Our objective is to gain insight from these groups so that we can develop new courses and offer relevant subject matter that reflect the changing needs of the marketplace and prepare our students for today’s workplace. In addition, the class time flexibility further benefits employers since it minimizes conflict with their employees’ work schedules.

Teaching Model and Degree Programs and Services Domestic Postsecondary Teaching Model The teaching/learning models used by University of Phoenix were designed specifically to meet the educational needs of working learners, who seek accessibility, curriculum consistency, time and cost-effectiveness, and learning that has immediate application to the workplace. The models are structured to enable students who are employed full-time or have other commitments to earn their degrees and still meet their personal and professional responsibilities. Our focus on working, non-traditional, non-residential students minimizes the need for capital-intensive facilities and services like dormitories, student unions, food service, personal and employment counseling, health care, sports and entertainment. University of Phoenix has campus locations and learning centers in 40 states, the District of Columbia and Puerto Rico and offers many students the flexibility to attend both on-campus and online classes. University of Phoenix online classes employ a proprietary online learning system. All classes are small and have mandatory participation requirements for both the faculty and the students. Each class is instructionally designed so that students have learning outcomes that are consistent with the outcomes of their on-campus counterparts. All online class materials are delivered electronically. Components of our teaching/learning models at University of Phoenix for both online and on-campus classes include: Curriculum Curriculum is designed by teams of academicians and practitioners to integrate academic theory and professional practice and their application to the workplace. The curriculum provides for the achievement of specified educational outcomes that are based on input from faculty, students and employers. All faculty applicants participate in a rigorous selection and training process. For substantially all University of Phoenix faculty positions, the faculty member must have earned a master’s or doctoral degree from a regionally accredited institution or international equivalent and have recent professional experience in a field related to the relevant course. With courses designed to facilitate the application of knowledge and skills to the workplace, faculty members are able to share their professional knowledge and skills with the students. Our academic programs may be accessed through a variety of delivery modes (electronically delivered, campus-based or a blend of both), which make our educational programs accessible and even portable, regardless of where the students work and live.

Faculty

Accessibility

10

Table of Contents Class Schedule and Active Learning Environment Courses are designed to encourage and facilitate collaboration among students and interaction with the instructor. The curriculum requires a high level of student participation for purposes of enhancing learning and increasing the student’s ability to work as part of a team. University of Phoenix students (other than associate’s degree students) are enrolled in fiveto-eight week courses year round and complete classes sequentially, rather than concurrently. This permits students to focus their attention and resources on one subject at a time and creates a better balance between learning and ongoing personal and professional responsibilities. In addition to attending class, University of Phoenix students (other than associate’s degree students) meet weekly (online or in-person) as part of a three-to-five person learning team. Learning team sessions are an integral part of each University of Phoenix course to facilitate in-depth review of and reflection on course materials. Members work together to complete assigned group projects and develop communication and teamwork skills. Our associate’s degree students attend nine week courses, offered in complementary pairs, year-round. Students and instructors interact electronically and non-simultaneously, resulting in increased access for students by allowing them to control the time and place of their participation. Students and faculty members are provided with electronic and other learning resources for their information and research needs. Students access these services directly through the Internet or with the help of a learning resource services research librarian. PhoenixConnect, the University’s proprietary social media network, is used to support students in their academic programs. Each college has an online community manager who provides oversight and guidance with respect to college-related conversations in the network. University of Phoenix has an academic quality assessment plan that measures whether the institution meets its mission and purposes. A major component of this plan is the assessment of student learning. To assess student learning, University of Phoenix measures whether graduates meet its programmatic and learning goals. The measurement is composed of the following four ongoing and iterative steps: • preparing an annual assessment plan for academic programs; • preparing an annual assessment result report for academic programs, based on student learning outcomes; • implementing improvements based on assessment results; and • monitoring effectiveness of implemented improvements. By achieving programmatic competencies, University of Phoenix graduates are expected to become proficient in the following areas: • critical thinking and problem solving; • collaboration; • information utilization; • communication; and • professional competence and values. We have developed an assessment matrix which outlines specific learning outcomes to measure whether students are meeting University of Phoenix learning goals. Multiple methods have been identified to assess each outcome.

Student Education Services

Academic Quality

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Table of Contents Degree Programs University of Phoenix offers degrees in the following program areas:
Associate’s Bachelor’s Master’s Doctoral

• Arts and Sciences • Business and Management • Criminal Justice and Security • Education • Health Care • Human Services • Psychology • Technology

• Arts and Sciences • Business and Management • Criminal Justice and Security • Education • Health Care • Human Services • Nursing • Psychology • Technology • Business and Management • Criminal Justice and Security • Education • Health Care • Human Services • Nursing • Psychology • Technology • Nursing • Psychology • Technology • Education • Health Care • Business and Management

Academic Annual Report In December 2010, University of Phoenix published its third Academic Annual Report which contains a variety of comparative performance measures related to student outcomes and university initiatives related to quality and accountability. The Academic Annual Report is available on the University of Phoenix website at www.phoenix.edu. International Teaching Model Our international operations include full-time, part-time and distance learning courses for professional examination preparation, professional development training and various degree/certificate/diploma programs. Our international operations faculty members consist of both full-time and part-time professors. Instructional models include face-to-face, online and blended learning (simultaneous and non-simultaneous) methodologies. Degree Programs and Services Our international operations offer bachelor’s, master’s and doctoral degrees in a variety of degree programs and related areas of specialization, including degrees from BPP University College, which is comprised of BPP Law School and BPP Business School. Additionally, we offer training and published materials for qualifications in specific markets for accountancy (including tax), financial services, actuarial science, insolvency, human resources, marketing, management and law. We also provide professional development through continuing education training and supplemental skills courses primarily in the legal and finance industries. Admissions Standards Domestic Postsecondary Undergraduate. To gain admission to undergraduate programs at University of Phoenix, students must have a high school diploma or a Certificate of General Educational Development, commonly referred to as GED, and satisfy employment requirements, if applicable, for their field of study. Applicants whose native language is not English must take and pass the Test of English as a Foreign Language, Test of English for International Communication or the Berlitz® Online English Proficiency Exam. Non-U.S. citizens attending a campus located in the U.S. are required to hold an approved visa or to have been granted permanent residency. Additional requirements may apply to individual programs or to students who are attending a specific campus. Students already in undergraduate programs at other schools may petition to be admitted to University of Phoenix on a provisional status if they do not meet certain criteria. Some programs have work requirements (e.g., nursing) such that students must have a certain amount of experience in given areas in order to be admitted. These vary by program, and not all programs have them. In addition to the above requirements, we require all prospective University of Phoenix associate’s and bachelor’s students with fewer than 24 incoming credits to participate in University Orientation. This program is a free, three-week orientation designed to help inexperienced prospective students better understand the time commitments and rigors of higher education prior to enrollment. Students practice using the University of Phoenix learning system, learn techniques to be successful in college, and identify useful university services and resources. Master’s. To gain admission to master’s programs at University of Phoenix, students must have an undergraduate degree from a regionally or nationally accredited college or university, satisfy the minimum grade point average requirement, and have 12

Table of Contents relevant work and employment experience, if applicable for their field of study. Applicants whose native language is not English must take and pass the Test of English as a Foreign Language, Test of English for International Communication or the Berlitz® Online English Proficiency Exam. Non-U.S. citizens attending a campus located in the U.S. are required to hold an approved visa or have been granted permanent residency. Additional requirements may apply to individual programs or to students who are attending a specific campus. Doctoral. To gain admission to doctoral programs at University of Phoenix, students must generally have a master’s degree from a regionally accredited college or university, satisfy the minimum grade point average requirement, satisfy employment requirements as appropriate to the program applied for, have a laptop computer and have membership in a research library. Applicants whose native language is not English must take and pass the Test of English as a Foreign Language, Test of English for International Communication or the Berlitz® Online English Proficiency Exam. The admission requirements for our other domestic institutions are similar to those detailed above and may vary depending on the respective program. International In general, postsecondary students in our international institutions must have obtained a high school or equivalent diploma from an approved school. Other requirements apply for graduate and other programs. Admissions requirements for our international institutions are appropriate for the respective markets in which we operate. Students University of Phoenix Degreed Enrollment University of Phoenix Degreed Enrollment for the quarter ended August 31, 2011 was 380,800. See Overview above for a description of the manner in which we calculate Degreed Enrollment. The following table details Degreed Enrollment for the respective periods:
Quarter Ended August 31, (Rounded to the nearest hundred) 2011 2010 % Change

Associate’s Bachelor’s Master’s Doctoral Total

136,300 183,100 54,000 7,400 380,800

200,800 193,600 68,700 7,700 470,800

(32.1)% (5.4)% (21.4)% (3.9)% (19.1)%

The following chart details quarterly Degreed Enrollment by degree type for the respective periods:

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Table of Contents University of Phoenix New Degreed Enrollment University of Phoenix aggregate New Degreed Enrollment for fiscal year 2011 was 221,900. See Overview above for a description of the manner in which we calculate New Degreed Enrollment. The following table details University of Phoenix aggregate New Degreed Enrollment for the respective fiscal years:
Year Ended August 31, (Rounded to the nearest hundred) 2011 2010 % Change

Associate’s Bachelor’s Master’s Doctoral Total

90,500 94,900 33,600 2,900 221,900

187,700 131,300 49,300 3,400 371,700

(51.8)% (27.7)% (31.8)% (14.7)% (40.3)%

The following chart details quarterly New Degreed Enrollment by degree type for the respective periods:

University of Phoenix Student Demographics We have a diverse student population. The following tables show the relative demographic characteristics of the students attending University of Phoenix courses in our fiscal years 2011 and 2010:
Gender 2011 2010

Female Male

67.7 % 32.3 % 100.0%

67.7 % 32.3 % 100.0%

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Table of Contents
Race/Ethnicity(1) 2011 2010

African-American Asian/Pacific Islander Caucasian Hispanic Native American/Alaskan Other/Unknown

28.0 % 3.2 % 50.7 % 12.4 % 1.2 % 4.5 % 100.0%

28.1 % 3.3 % 51.9 % 11.6 % 1.2 % 3.9 % 100.0%

_______________________________ (1) Based on voluntary reporting by students. For 2011 and 2010, 68% and 66%, respectively, of the students attending University of Phoenix courses provided this information.
Age(1) 2011 2010

22 and under 23 to 29 30 to 39 40 to 49 50 and over
_______________________________________
(1)

12.3 % 32.0 % 32.8 % 16.4 % 6.5 % 100.0%

12.1 % 32.6 % 32.7 % 16.2 % 6.4 % 100.0%

Based on students included in New Degreed Enrollment.

Marketing While there is intense demand by working learners for a quality education, not everyone realizes that there is an option to get a degree while maintaining a job, a family and other life responsibilities. We engage in a broad range of advertising and marketing activities to educate potential students about our teaching/learning model and programs, including but not limited to online, broadcast, outdoor, print and direct mail. We are focused on enhancing our brand perception and utilizing our different communication channels to attract students who are more likely to persist in our programs. Our marketing informs and educates students of the options they have in higher learning. Brand Brand advertising is intended to increase potential students’ understanding of our academic quality, innovations in 21st century post-secondary education, commitment to service, academic outcomes and achievements of our academic community. Our brand is advertised primarily through national and regional broadcast, radio and print media. Brand advertising also serves to expand the addressable market and establish brand recognition and familiarity with our schools, colleges and programs on both a national and a local basis. Internet Prospective students are identifying their education opportunities online through search engines, information and social network sites, various education portals on the Internet and school-specific sites such as our own phoenix.edu. We advertise on the Internet using search engine keywords, banners, and custom advertising placements on targeted sites, such as education portals, career sites, and industry-specific websites. Our focused and selective Internet and non-Internet advertising activities have improved our identification of students who have the ability to succeed in our educational programs. Our website, phoenix.edu, provides prospective students with relevant information about University of Phoenix. We intend to continue to employ the unique qualities of the Internet and its emerging technologies to enhance our brand among prospective students, and to improve our ability to deliver relevant messages to satisfy prospective students’ specific needs and requirements. New media technologies that we have begun to use to communicate with our current and prospective students include online social networks and emerging video advertising. Sponsorships and Other We build our presence in communities through sponsorships, advertising and event marketing to support specific activities, including local and national career events, academic lecture series, workshops focused on trends in the 21st century economy and symposiums regarding the future of education in America. In addition, we utilize direct mail to expand our local presence 15

Table of Contents by targeting individuals in specific career fields in which we offer programs and degrees. Relationships with Employers and Community Colleges We work closely with businesses and governmental agencies to meet their specific educational and training needs either by modifying existing programs or, in some cases, by developing customized programs. These programs are often held at the employers’ offices or on site at select military bases. University of Phoenix has formed educational partnerships with various corporations to provide programs specifically designed for their employees. BPP enrolls the majority of its students through relationships with employers. We consider the employers that provide tuition assistance to their employees through tuition reimbursement plans or direct bill arrangements to be our secondary customers. The University of Phoenix Community College Center of Excellence partners with community colleges across the U.S. to connect associate’s degree students at community colleges with University of Phoenix bachelor’s degree programs. By leveraging relevant curriculum from both University of Phoenix and community colleges, the Center of Excellence works with community colleges to provide students with a course of study relevant to employers. The Phoenix Prep Center The Phoenix Prep Center serves prospective students by providing tools, information, and resources that answer key questions and concerns for prospective students, including tests to assess a potential student’s academic abilities and readiness to pursue higher education, a tuition calculator and information on careers. Competition Domestic Postsecondary The higher education industry is highly fragmented with no single private or public institution enjoying a significant market share. We compete primarily with traditional four and two-year degree-granting public and private regionally accredited colleges and universities. University of Phoenix acknowledges the differences in educational needs between working learners and conventional, full-time students and provides programs and services that allow students to earn their degrees without major disruption to their personal and professional lives. An increasing number of colleges and universities enroll working learners in addition to conventional, full-time students, and we expect that these colleges and universities will continue to modify their existing programs to serve working learners more effectively, including by offering more distance learning programs. There has also been increased competition in the proprietary sector. We believe that the primary factors on which we compete are the following: • • • • • • • • • • • • • active and relevant curriculum development that considers the needs of employers; the ability to provide flexible and convenient access to programs and classes; reliable and high-quality products and services; comprehensive student support services; differentiation of student services such as University Orientation and academic social networking; breadth of programs offered; the time necessary to earn a degree; qualified and experienced faculty; reputation of the institution and its programs; relationships with employers and community colleges; the variety of geographic locations of campuses; cost of programs; and size of alumni network.

In our offerings of non-degree programs, we compete with a variety of business and information technology providers, primarily those in the proprietary training sector. Many of these competitors have significantly more market share in given geographical regions and longer-term relationships with key employers of potential students. International Competitive factors for our international schools vary by country and generally include the following: • • • breadth of programs offered; active and relevant curriculum development that considers the needs of employers; and reputation of programs and classes.

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Table of Contents Employees We believe that our employee relations are satisfactory. As of August 31, 2011, we had the following employees:
Non-Faculty Full-Time Part-Time Faculty(1)

University of Phoenix Apollo Global: BPP Other Total Apollo Global Other Schools Corporate(2) Total
_______________________________________
(1) (2)

14,050 837 1,166 2,003 445 2,315 18,813

55 194 — 194 6 18 273

35,093 629 1,880 2,509 55 — 37,657

Includes both Full-Time and Part-Time faculty. Also includes 1,208 employees included in Non-Faculty who serve in both roles. Consists primarily of employees in executive management, information systems, accounting and finance, financial aid, marketing and corporate human resources.

Accreditation and Jurisdictional Authorizations Domestic Postsecondary Accreditation University of Phoenix is regionally accredited, which provides the following: • • • recognition and acceptance by employers, other higher education institutions and governmental entities of the degrees and credits earned by students; qualification to participate in Title IV programs (in combination with state higher education operating and degree granting authority); and qualification for authority to operate in certain states.

Regional accreditation is accepted nationally as the basis for the recognition of earned credit and degrees for academic purposes, employment, professional licensure and, in some states, authorization to operate as a degree-granting institution. Under the terms of a reciprocity agreement among the six regional accrediting associations, including the Higher Learning Commission (“HLC”) of the North Central Association of Colleges and Schools, which is the primary accrediting association of University of Phoenix, representatives of each region in which a regionally accredited institution operates may participate in the evaluations for reaffirmation of accreditation of that institution by its accrediting association. In August 2010, University of Phoenix received a letter from HLC requiring University of Phoenix to provide certain information and evidence of compliance with HLC accreditation standards. The letter related to the August 2010 report published by the U.S. Government Accountability Office (“GAO”) of its undercover investigation into the enrollment and recruiting practices of a number of proprietary institutions of higher education, including University of Phoenix. We submitted the response to HLC in September 2010 and subsequently responded to further requests for information. In July 2011, HLC informed University of Phoenix that the Special Committee formed to review this matter had completed its work, concluding that based on its limited review, it found no apparent evidence of systematic misrepresentations to students or that University of Phoenix’s procedures in the areas of recruiting, financial aid and admissions are significantly inadequate or inappropriate. These were the areas on which HLC’s review was focused. HLC also stated that there remain significant questions as well as areas that University of Phoenix should work on improving. HLC indicated that these will be reviewed by the comprehensive evaluation team at its previously scheduled visit beginning in March 2012, which is its next comprehensive evaluation visit. These questions relate to: student loans in collection and the minimization of student loan defaults; the offering of limited career services particularly in relation to associate programs; timing of prospective student access to financial aid advisors during the recruiting process; academic qualifications of admissions personnel and financial aid advisors; the hiring and evaluation of financial aid officers; retention of students, including the relationship of remediation to retention; and the role of the University of Phoenix First Year Sequence, or curriculum, in relation to University of Phoenix’s transfer policy and impacts on student retention. See Part I, Item 1A, Risk Factors - Risks Related to the Highly Regulated Industry in Which We Operate If we fail to maintain our institutional accreditation or if our institutional accrediting body loses recognition by the U.S. 17

Table of Contents Department of Education, we could lose our ability to participate in Title IV programs, which would materially and adversely affect our business. Accreditation information for University of Phoenix and applicable programs is described in the chart below:
Institution/Program Accrediting Body (Year Accredited) Status

University of Phoenix

— The Higher Learning Commission of the North Central Association of Colleges and Schools (1978, reaffirmed in 1982, 1987, 1992, 1997, and 2002)

— Business programs — Bachelor of Science in Nursing

— Association of Collegiate Business Schools and Programs (2007) — Commission on Collegiate Nursing Education (2005) — Previously accredited by National League for Nursing Accrediting Commission from 1989 to 2005 — Commission on Collegiate Nursing Education (2005) — Previously accredited by National League for Nursing Accrediting Commission from 1996 to 2005 — Council for Accreditation of Counseling and Related Educational Programs (1995, reaffirmed in 2002 and 2010) — Council for Accreditation of Counseling and Related Educational Programs (2001, reaffirmed in 2010) — Teacher Education Accreditation Council (reaccredited in 2007)

— Next comprehensive evaluation visit by The Higher Learning Commission is scheduled to be conducted in 2012. — North Central Association of Colleges and Schools may require focused visits between comprehensive visits as part of the normal and continuing relationship. — Reaffirmation visit expected in 2017. — Reaffirmation visit expected in 2020.

— Master of Science in Nursing

— Reaffirmation visit expected in 2020.

— Master of Counseling in Community Counseling (Phoenix and Tucson, Arizona campuses) — Master of Counseling in Mental Health Counseling (Salt Lake City, Utah campus) — Master of Arts in Education with options in Elementary Teacher Education and Secondary Teacher Education

— Reaffirmation visit expected in 2012. — Reaffirmation visit expected in 2012. — Reaccreditation due in 2012.

Our other domestic institutions maintain the requisite accreditations for their respective operations. Jurisdictional Authorizations In addition to accreditation by independent accrediting bodies, our schools must be authorized to operate by the appropriate regulatory authorities in many of the jurisdictions in which they operate. In the U.S., institutions that participate in Title IV programs must be authorized to operate by the appropriate postsecondary regulatory authority in each state where the institution has a physical presence. Prior to July 1, 2011, such authorization was not required if the institution was exempt from such regulatory authorization, usually based on recognized accreditation. University of Phoenix is specifically authorized to operate and has a physical presence in 36 states, Puerto Rico and the District of Columbia. In an additional four states, including California, University of Phoenix has a physical presence and is qualified to operate through June 30, 2012 without specific state regulatory approval due to available state exemptions and annual waivers from the U.S. Department of Education. Under the new program integrity rules adopted by the Department effective July 1, 2011, we are required to obtain specific regulatory approval by June 30, 2012, or to seek a further annual waiver from the Department through June 30, 2013 to operate in California, Colorado, Hawaii and New Mexico. Each of these states now must adopt additional statutes or regulations in order to comply with the new regulations adopted by the Department in order for us and other institutions to remain eligible for Title IV funds in respect of operations within the states. We have no assurance that these states will be willing or able to adopt such additional statutes or regulations or that we will be able to complete the approval process in those states in order to obtain specific state regulatory approval. In order to obtain annual waivers that could allow us to operate without specific state approval through July 1, 2013, University of Phoenix must have a supporting letter from each such state and file a request for an annual waiver to be considered by the U.S. Department of Education. We have obtained such supporting letters in each of the four states noted above and have filed a request for an annual waiver through July 1, 2012 with the Department. On August 22, 2011, the U.S. Department of Education issued electronic guidance 18

Table of Contents indicating that as long as University of Phoenix has such supporting letters, no specific approval of the annual waiver from the Department is required, and that the Department will not require additional approvals through June 30, 2012. If we cannot obtain an additional annual waiver for the period July 1, 2012 through June 30, 2013 in those states in which we operate without specific state regulatory approval, and are thereafter unable to obtain the requisite approvals, our business could be adversely impacted, particularly in California, the state in which we conduct the most business by revenue. As a result, the manner in which the Department’s final regulation will apply to our business in these states, and the impact of such regulation on our business, is uncertain. If we are unable to operate in California in a manner that would preserve Title IV eligibility for our students, our business would be materially and adversely impacted. All regionally accredited institutions, including University of Phoenix, are required to be evaluated separately for authorization to operate in Puerto Rico. University of Phoenix has obtained authorization from the Puerto Rico Commission on Higher Education, and that authorization remains in effect. Some states assert authority to regulate all degree-granting institutions if their educational programs are available to their residents, whether or not the institutions maintain a physical presence within those states. University of Phoenix and Western International University have obtained licensure in states which require such licensure and where students are enrolled. Our other domestic institutions maintain the requisite authorizations in the jurisdictions in which they operate. International Our international schools must be authorized by the relevant regulatory authorities under applicable local law, which in some cases requires accreditation, as described in the chart below:
School Accrediting Body Operational Authority

BPP

— BPP Professional Education and BPP University College of Professional Studies operate under a number of professional body accreditations to offer training towards professional body certifications — BPP has additional accreditations by country and/or program as necessary — The Higher Learning Commission of the North Central Association of Colleges and Schools since 1984 — Reaffirmation visit expected in 2012 — Council for Higher Education (Consejo Superior de Educación) — National Commission on Accreditation (Comisión Nacional de Acreditación) — Federation of Private Mexican Institutions of Higher Education (Federación de Instituciones Mexicanas Particulares de Educación Superior)

WIU

— The Privy Council for the United Kingdom has designated BPP University College of Professional Studies Limited as an awarding body for qualifications (including degrees) in the United Kingdom. — BPP University College of Professional Studies’ reauthorization will be due when its current authority expires in August 2013. — Arizona State Board for Private Postsecondary Education. — Chilean Ministry of Education (Ministerio de Educación de Chile). — Reaccreditation due in 2011. Review has been conducted; report pending. — Mexico’s Ministry of Public Education (Secretaria de Educación Pública). — Ministry of Education of the State of Morelos (Secretaria de Educación del Estado de Morelos). — National Autonomous University of Mexico (Universidad Nacional Autónoma de México).

UNIACC

ULA

Financial Aid Programs Domestic Postsecondary The Higher Education Act of 1965 and the related regulations govern all higher education institutions participating in U.S. Title IV federal financial aid programs. In August 2008, the Higher Education Act was reauthorized through September 30, 2013 by the Higher Education Opportunity Act. Financial aid under Title IV of the Higher Education Act, as reauthorized (which we refer to generally as Title IV), is awarded every academic year to eligible students. Certain types of U.S. federal student aid are awarded on the basis of financial need, generally defined as the difference between the cost of attending an educational institution and the amount the student and/or the student’s family, as the case may be, can reasonably be expected to contribute to that cost. The amount of financial aid awarded to a student per academic year is based on many 19

Table of Contents factors, including, but not limited to, program of study, grade level, Title IV annual loan limits, and financial need. We have substantially no control over the amount of Title IV student loans or grants sought by or awarded to our students. All recipients of Title IV program funds must maintain satisfactory academic progress within the guidelines published by the U.S. Department of Education. We collected the substantial majority of our fiscal year 2011 total consolidated net revenue from receipt of Title IV financial aid program funds, principally from federal student loans and Pell Grants. University of Phoenix represented 91% of our fiscal year 2011 total consolidated net revenue and University of Phoenix generated 86% of its cash basis revenue for eligible tuition and fees during fiscal year 2011 from the receipt of Title IV financial aid program funds, as calculated under the 90/10 Rule described below. Student loans are currently the most significant source of U.S. federal student aid and are administered through the Federal Direct Loan Program. Annual and aggregate loan limits apply based on the student’s grade level. There are two types of federal student loans: subsidized loans, which are based on the U.S. federal statutory calculation of student need, and unsubsidized loans, which are not based on student need. Neither type of student loan is based on creditworthiness. Students are not responsible for interest on subsidized loans while the student is enrolled in school. Students are responsible for the interest on unsubsidized loans while enrolled in school, but have the option to defer payment while enrolled. Repayment on federal student loans begins six months after the date the student ceases to be enrolled. The loans are repayable over the course of 10 years and, in some cases, longer. Both graduate and undergraduate students are eligible for loans. During fiscal year 2011, federal student loans (both subsidized and unsubsidized) represented approximately 76% of the gross Title IV funds received by University of Phoenix. Federal Pell Grants are awarded based on need and only to undergraduate students who have not earned a bachelor’s or professional degree. Unlike loans, Pell Grants do not have to be repaid. During fiscal year 2011, Pell Grants represented approximately 23% of the gross Title IV funds received by University of Phoenix. The eligibility for and maximum amount of Pell Grants have increased over recent years. Since the 2006-2007 award year, the maximum annual Pell Grant award has increased from $4,050 to $5,550. In April 2011, President Obama signed the fiscal year 2011 spending bill, also known as the Continuing Resolution, which permanently eliminated year-round Pell Grant awards beginning with the 2011-2012 award year. The Continuing Resolution maintains the $5,550 maximum annual Pell Grant for the 2011-2012 award year. However, because the federal Pell Grant program is one of the largest non-defense discretionary spending programs in the federal budget, it is a target for reduction as Congress addresses the budget deficit. A reduction in the maximum annual Pell Grant amount or changes in eligibility could result in increased student borrowing, which would make it more difficult for us to comply with other important regulatory requirements, and could negatively impact enrollment. See Part I, Item 1A, Risk Factors- Risks Related to the Highly Regulated Industry in Which We Operate - Action by the U.S. Congress to revise the laws governing the federal student financial aid programs or reduce funding for those programs could reduce our student population and increase our costs of operation. In August 2011, President Obama signed into law the Budget Control Act of 2011, which provides for an increase in the federal government borrowing limit and spending reductions in two phases. The first phase imposes various spending cuts, including the elimination of the partial in-school interest subsidy for graduate student loans beginning July 1, 2012. The cost of borrowing will increase for graduate students who defer payment of interest while enrolled, which could adversely impact enrollment. The second phase requires a bipartisan, joint Congressional committee to develop legislation to achieve future deficit reduction, which must be voted on by December 23, 2011. The outcome of this process is highly uncertain. If the committee does not achieve the required level of deficit reduction, an across-the-board cutting mechanism known as sequestration will take effect beginning with the federal fiscal year 2013. Although the Pell Grant program currently is exempt from the sequestration process, other federal programs and services that could impact our business would be included. See Part I, Item 1A, Risk Factors- Risks Related to the Highly Regulated Industry in Which We Operate - Action by the U.S. Congress to revise the laws governing the federal student financial aid programs or reduce funding for those programs could reduce our student population and increase our costs of operation. The remaining funding for tuition and other fees for our students primarily consists of state-funded student financial aid, tuition assistance for military personnel, including veterans, tuition assistance from employers and personal funds. Economic uncertainty over recent years has reduced the availability of state-funded student financial aid as many states face historic budget shortfalls. These reductions may reduce our enrollment and, to the extent that Title IV funds replace any state funding sources for our students, may adversely impact our 90/10 Rule percentage. In addition, a reduction in military funding or a change in the way such funding is treated for purposes of the 90/10 Rule may adversely impact our 90/10 Rule percentage, and may negatively impact enrollment. See Part I, Item 1A, Risk Factors- Risks Related to the Highly Regulated Industry in Which We Operate - Action by the U.S. Congress to revise the laws governing the federal student financial aid programs or reduce funding for those programs could reduce our student population and increase our costs of operation. 20

Table of Contents International Government financial aid funding for students enrolled in our international institutions has not been widely available historically. Regulatory Environment Domestic Postsecondary Our domestic postsecondary operations are subject to significant regulations. Changes in or new interpretations of applicable laws, rules, or regulations could have a material adverse effect on our eligibility to participate in Title IV programs, accreditation, authorization to operate in various states, permissible activities, and operating costs. The failure to maintain or renew any required regulatory approvals, accreditation, or state authorizations could have a material adverse effect on us. See Part I, Item 1A, Risk Factors for further discussion. The Higher Education Act, as reauthorized, and the related regulations govern all higher education institutions participating in Title IV financial aid programs, and provide for a regulatory triad by mandating specific regulatory responsibilities for each of the following: • • • the accrediting agencies recognized by the U.S. Department of Education; the federal government through the U.S. Department of Education; and state higher education regulatory bodies.

To be eligible to participate in Title IV programs, a postsecondary institution must be accredited by an accrediting body recognized by the U.S. Department of Education and must comply with the Higher Education Act, as reauthorized, and all applicable regulations thereunder. We have summarized below recent material activity in the regulatory environment and the most significant regulatory requirements applicable to our domestic postsecondary operations. U.S. Department of Education Rulemaking Initiative. In November 2009, the U.S. Department of Education convened two new negotiated rulemaking teams related to Title IV program integrity issues and foreign school issues. The resulting program integrity rules promulgated in October 2010 and June 2011 address numerous topics. The most significant for our business are the following: • • • • Modification of the standards relating to the payment of incentive compensation to employees involved in student recruitment and enrollment; Implementation of standards for state authorization of institutions of higher education; Adoption of a definition of “gainful employment” for purposes of the requirement for Title IV student financial aid that a program of study offered by a proprietary institution prepare students for gainful employment in a recognized occupation; and Expansion of the definition of misrepresentation, relating to the Department’s authority under the Higher Education Act, as reauthorized, to suspend or terminate an institution’s participation in Title IV programs if the institution engages in substantial misrepresentation of the nature of its educational program, its financial charges, or the employability of graduates, and expansion of the sanctions that the Department may impose for engaging in a substantial misrepresentation.

The Department published final program integrity regulations in October 2010, with most of the final rules effective July 1, 2011, including some reporting and disclosure rules related to gainful employment. On June 13, 2011, the Department published final regulations, effective July 1, 2012, on the metrics for determining whether an academic program prepares students for gainful employment, as discussed further below. The program integrity rules require a large number of reporting and operational changes. We believe we have substantially complied with the new reporting and disclosure requirements that were effective July 1, 2011, and we expect to be in substantial compliance with the remaining requirements by the respective effective dates. However, because of the significance of the changes and the scale and complexity of our educational programs, we may be unable to fully develop, test and implement all of the necessary modifications to our information management systems and administrative processes by the required dates. We may be subject to administrative or other sanctions if we are unable to comply with these reporting and disclosure requirements on a timely basis. In addition, these changes, individually or in combination, may impact our student enrollment, persistence and retention in ways that we cannot now predict. On May 5, 2011, the Department announced its intention to establish additional negotiated rulemaking committees to prepare proposed regulations under the Higher Education Act, as reauthorized. Three public hearings were conducted in May 2011 at which interested parties suggested issues that should be considered for action by the negotiating committees. The Department also conducted roundtable discussions to inform policy in the areas of teacher preparation and college completion. More information can be found at http://www2.ed.gov/policy/highered/reg/hearulemaking/2011/index.html. 21

Table of Contents On September 27, 2011, the Department published a Notice of Proposed Rulemaking (“NPRM”) to amend the regulations for institutional eligibility under the Higher Education Act, as reauthorized, and to streamline the application and approval process for new programs, as required by the October 2010 rules on gainful employment. After the public comment period ends on November 14, 2011, the Department will review and consider responses to the NPRM before publishing final regulations that would be effective by July 2013. See Part I, Item 1A, Risk Factors - Risks Related to the Highly Regulated Industry in Which We Operate - Rulemaking by the U.S. Department of Education could materially and adversely affect our business. Incentive Compensation. A school participating in Title IV programs may not pay any commission, bonus or other incentive payments to any person involved in student recruitment or admissions or awarding of Title IV program funds, if such payments are based in any part directly or indirectly on success in enrolling students or obtaining student financial aid. The law and regulations governing this requirement do not establish clear criteria for compliance in all circumstances. Previously, there were twelve safe harbors that defined specific types of compensation that were deemed to constitute permissible incentive compensation. Prior to the effective date of the new program integrity regulations, we relied on several of these safe harbors to ensure that our compensation and recruitment practices complied with the applicable requirements. In the final regulations adopted by the Department, the twelve safe harbors were eliminated and, in lieu of the safe harbors, some of the relevant concepts relating to the incentive compensation limitations are defined. These changes increase the uncertainty about what constitutes incentive compensation and which employees are covered by the regulation. This makes the development of effective and compliant performance metrics more difficult to establish. In response to the Department’s concern about the impact of compensation structures that relied on the safe harbors and in order to enhance the admissions process for our students, we developed a new structure, which we believe complies with the Department’s new rule, and implemented it on a broad scale during the first quarter of fiscal year 2011. In connection with this, we eliminated enrollment results as a component of compensation for our admissions personnel effective September 1, 2010. This change in our approach to recruiting, which among other things reduces the emphasis on enrollment and increases the emphasis on improving the student experience, has adversely impacted our enrollment rates and increased our operating costs. We believe this change is consistent with our on-going efforts to lead the industry in addressing the concerns of the Department and others, including members of Congress, about admissions practices in the proprietary sector. We anticipate that this increased cost and the impact on our revenue from reduced enrollment will be offset partly by the benefits realized from improved student retention. However, we are not able to precisely predict the impact. The elimination of the twelve safe harbors also affected the manner in which we conduct our IPD business. Our IPD business previously utilized a revenue sharing model with its client institutions, which was expressly permitted under one of the twelve incentive compensation safe harbors. We have modified this economic model to comply with the rules effective July 1, 2011, which among other things, has required changes to existing customer contracts and caused certain customers to choose to discontinue their arrangement with IPD, which has adversely impacted IPD’s financial results. We believe our modifications to IPD’s economic model comply with the Department’s new rule. IPD’s net revenue and operating income represented less than 2% of our consolidated net revenue and operating income in fiscal year 2011. State Authorization. In the U.S., institutions that participate in Title IV programs must be authorized to operate by the appropriate postsecondary regulatory authority in each state where the institution has a physical presence. Prior to July 1, 2011, such authorization was not required if the institution was exempt from such regulatory authorization, usually based on recognized accreditation. University of Phoenix is specifically authorized to operate and has a physical presence in 36 states, Puerto Rico and the District of Columbia. In an additional four states, including California, University of Phoenix has a physical presence and is qualified to operate through June 30, 2012 without specific state regulatory approval due to available state exemptions and annual waivers from the U.S. Department of Education. Under the new program integrity rules adopted by the Department effective July 1, 2011, we are required to seek and obtain specific regulatory approval by June 30, 2012, or to seek a further annual waiver from the Department through June 30, 2013 to operate in California, Colorado, Hawaii and New Mexico. Each of these states now must adopt additional statutes or regulations in order to comply with the new regulations adopted by the Department in order for us and other institutions to remain eligible for Title IV funds in respect of operations within the states. We have no assurance that these states will be willing or able to adopt such additional statutes or regulations or that we will be able to complete the approval process in those states in order to obtain specific state regulatory approval. In order to obtain annual waivers that could allow us to operate without specific state approval through July 1, 2013, University of Phoenix must have a supporting letter from each such state and file a request for an annual waiver to be considered by the U.S. Department of Education. We have obtained such supporting letters in each of the four states noted above and have filed a request for an annual waiver through July 1, 2012 with the Department. On August 22, 2011, the U.S. Department of Education issued electronic guidance indicating that as long as University of Phoenix has such supporting letters, no specific approval of the annual waiver from the Department is required, and that the Department will not require additional approvals through June 30, 2012. If we cannot obtain an additional annual waiver for the period July 1, 2012 through June 30, 2013 in those states in 22

Table of Contents which we operate without specific state regulatory approval, and are thereafter unable to obtain the requisite approvals, our business could be adversely impacted, particularly in California, the state in which we conduct the most business by revenue. As a result, the manner in which the Department’s final regulation will apply to our business in these states, and the impact of such regulation on our business, is uncertain. If we are unable to operate in California in a manner that would preserve Title IV eligibility for our students, our business would be materially and adversely impacted. Gainful Employment. Under the Higher Education Act, as reauthorized, proprietary schools are eligible to participate in Title IV programs only in respect of educational programs that lead to “gainful employment in a recognized occupation.” Historically, this concept has not been defined in detailed regulations. On October 29, 2010 and June 13, 2011, the Department published final regulations on gainful employment. Under these rules, beginning July 1, 2011, proprietary institutions of higher education and public or not-for profit institutions offering postsecondary non-degree programs must provide prospective students with each eligible program’s recognized occupations, cost, completion rate, job placement rate, and median loan debt of program completers. Beginning October 1, 2011, institutions must annually submit information to the Department about students who complete a program leading to gainful employment in a recognized occupation, including the amount of debt incurred under private loans or institutional finance plans, matriculation information, and end of year enrollment information. Additionally, institutions must notify the Department at least 90 days before the commencement of new educational programs leading to gainful employment in recognized occupations. This notification must include information on the demand for the program, a wage analysis, an institutional program review and approval process, and a demonstration of accreditation. Unless the Department, in its discretion, requires approval for new programs, a school is not required to obtain formal Department approval if the notification is submitted on a timely basis. If such approval is required, an alert notice will be sent to the school at least 30 days before the first day of class with a request for additional information. If a new program is denied, the Department will explain how the program failed and provide an opportunity for the school to respond or request reconsideration. The final gainful employment rules also define – for the first time – the standards that will be used to measure “preparation for gainful employment.” The rules establish three annual standards related to student loan borrowing by which gainful employment will be measured, effective July 1, 2012: 1. Annual loan repayment rate, which assesses whether the federal student loan debt incurred by the applicable cohort of borrowers to attend the program is being repaid at a rate that implies gainful employment. Generally, the annual loan repayment rate for an academic program is the percentage of student loans incurred to fund the costs of a program that are in satisfactory repayment status three to four years after entering repayment. Rates are calculated on a federal fiscal year basis. The repayment rate must be at least 35%. Institutions can challenge the repayment rate data using a process similar to one used to challenge cohort default rates, which are discussed below. 2. Discretionary income threshold, which determines whether the annual repayment required on total student loan debt of students who completed an academic program is reasonable compared to their discretionary income. For purposes of determining the annual loan repayment, the Department will use the lesser of the amount of student loan debt incurred by the student or the total amount of tuition and fees the institution charged the student for enrollment in all programs at the institution, if tuition and fee information is provided by the institution. The median annual loan payment amount for the applicable cohort of students (calculated as described below) may not be greater than 30% of the greater of their average or median discretionary income. Discretionary income is the annual earnings of a program completer minus 150% of the U.S. Department of Health and Human Services (HHS) poverty guideline for a single person. Like the repayment rate, the debt-to-discretionary income ratio examines students in their third or fourth year after graduation, calculated on a federal fiscal year basis. 3. Actual earnings threshold, which determines whether the annual repayment required on total student loan debt of students who completed an academic program is reasonable when compared to their actual annual earnings. For purposes of determining the annual loan repayment, the Department will use the lesser of the amount of student loan debt incurred by the student or the total amount of tuition and fees the institution charged the student for enrollment in all programs at the institution, if tuition and fee information is provided by the institution. The median annual loan payment amount for the applicable cohort of students (calculated as described below) may not be greater than 12% of the greater of their average or median annual earnings. Like the repayment rate, the debt-to-total earnings ratio examines students in their third or fourth year after graduation, calculated on a federal fiscal year basis. An academic program that passes any one standard for a given year is considered to be preparing students for gainful employment. If an academic program fails all three metrics for a given year, the institution will have the opportunity to improve the performance of that program. After one failure, the institution must disclose the amount by which the program missed the minimal acceptable performance and the program’s plan for improvement. After two failures within three years, the institution must inform students in the failing program that their debts may be unaffordable, that the program may lose eligibility, and what transfer options exist. After three failures within four years, the academic program loses eligibility to participate in 23

Table of Contents Title IV programs for at least three years, although the program could be continued without federal student aid. If a particular program ceased to be eligible for Title IV funding, in most cases it would not be practical to continue offering that program under our current business model. The annual loan repayment amounts for the debt-to-earnings ratios is derived by determining the median loan debt of the applicable cohort of students who completed the program, and includes federal student loans, private loans, and debt obligations arising from institutional financing plans. The payment amounts are calculated on the basis of the interest rate then charged on federal direct unsubsidized student loans and the following amortization terms: • • • 10 years for programs that lead to an undergraduate or post-baccalaureate certificate or to an associate’s degree; 15 years for programs that lead to a bachelor’s or master’s degree; 20 years for programs that lead to a doctoral or first-professional degree.

The gainful employment standards will be calculated on a fiscal year basis beginning with federal fiscal year 2012. The first year for which eligibility could be lost for a program is 2015, which would occur if the program fails all three standards for each of 2012, 2013 and 2014. For that first year of potential ineligibility, however, the Department will limit the number of programs subject to loss of eligibility to five percent of each institutional category (public, private nonprofit, and proprietary), taking into account the lowest repayment rates and the numbers of students impacted. We believe substantially all of our academic programs currently prepare students for gainful employment measured in the manner set forth in the final gainful employment regulations for purposes of continued eligibility to participate in federal student financial aid programs. The above description of the proposed gainful employment rules is qualified in its entirety by the text of the final rules and other information found at http://ifap.ed.gov/GainfulEmploymentInfo/index.html. See Part I, Item 1A, Risk Factors - Risks Related to the Highly Regulated Industry in Which We Operate - Rulemaking by the U.S. Department of Education could materially and adversely affect our business. Substantial Misrepresentation. The Higher Education Act prohibits an institution that participates in Title IV programs from engaging in “substantial misrepresentation” of the nature of its educational program, its financial charges, or the employability of its graduates. The U.S. Department of Education’s program integrity regulations effective July 1, 2011 expand the definition of misrepresentation and expand the sanctions that the Department may impose for engaging in a substantial misrepresentation. Under the new rules, a misrepresentation is any statement made by the institution or a third party that provides educational programs, marketing, advertising, recruiting, or admissions services to the institution, that is false, erroneous or has the likelihood or tendency to deceive or confuse. A substantial misrepresentation is any misrepresentation on which the person to whom it was made could reasonably be expected to rely, or has reasonably relied, to that person’s detriment. Considering the breadth of the definition of “substantial misrepresentation,” it is possible that despite our efforts to prevent such misrepresentations, our employees or service providers may make statements that could be construed as substantial misrepresentations. As a result, we may face complaints from students and prospective students over statements made by us and our agents throughout the enrollment, admissions and financial aid process, as well as throughout attendance at University of Phoenix or Western International University, which would expose us to increased risk of enforcement action and applicable sanctions or other penalties and increased risk of private qui tam actions under the Federal False Claims Act. Under the new rules, if the Department determines that an institution has engaged in substantial misrepresentation, the Department may revoke an institution’s program participation agreement, impose limitations on the institution’s participation in Title IV programs, deny applications from the institution for approval of new programs or locations or other matters, or initiate proceedings to fine the institution or limit, suspend, or terminate its eligibility to participate in Title IV programs. If the Department determines that statements made by us or on our behalf are in violation of the new regulations, we could be subject to sanctions and other liability, which could have a material adverse effect on our business. U.S. Congressional Hearings. Beginning last year, there has been increased focus by members of the U.S. Congress on the role that proprietary educational institutions play in higher education. In June 2010, the U.S. Senate Committee on Health, Education, Labor and Pensions (“HELP Committee”) held the first in a series of hearings to examine the proprietary education sector. At a subsequent hearing in August 2010, the Government Accountability Office (“GAO”) presented a report of its review of various aspects of the proprietary sector, including recruitment practices and the degree to which proprietary institutions’ revenue is composed of Title IV funding. Following the August hearing, Sen. Tom Harkin, the Chairman of the HELP Committee, requested a broad range of detailed information from 30 proprietary institutions, including University of Phoenix and other subsidiaries of Apollo Group. We have been and intend to continue being responsive to the requests of the HELP Committee. Sen. Harkin has held subsequent hearings and roundtable discussions, most recently on July 21, 2011, and we believe that future hearings may be held. On September 22, 2011, Sen. Tom Carper, the Chairman of the Senate Homeland Security and Government Affairs Subcommittee on Federal Financial Management, Government Information, Federal Services and International Security, held a hearing on “Improving Educational Outcomes for Our Military and Veterans,” focusing on 24

Table of Contents the quality of education for the military and veterans population and the treatment of such funding for purposes of the 90/10 Rule calculation that, if enacted, would adversely impact our 90/10 Rule percentage. Sen. Carper suggested a follow-up roundtable discussion. In addition, other Congressional hearings or roundtable discussions are expected to be held regarding various aspects of the education industry that may affect our business. We cannot predict what legislation, if any, may emanate from these Congressional committee hearings or what impact any such legislation might have on the proprietary education sector and our business in particular. The significant federal budget deficit could increase the likelihood of legislation affecting the proprietary education sector that reduces federal spending levels. Any action by Congress that significantly reduces Title IV program funding, or the eligibility of our institutions or students to participate in Title IV programs would have a material adverse effect on our enrollment, financial condition, results of operations and cash flows. Congressional action could also require us to modify our practices in ways that could increase our administrative costs and reduce our operating income, which could have a material adverse effect on our financial condition, results of operations and cash flows. See Part I, Item 1A, Risk Factors - Risks Related to the Highly Regulated Industry in Which We Operate - Action by the U.S. Congress to revise the laws governing the federal student financial aid programs or reduce funding for those programs could reduce our student population and increase our costs of operation. 90/10 Rule. One requirement of the Higher Education Act, as reauthorized, commonly referred to as the “90/10 Rule,” applies to proprietary institutions such as University of Phoenix and Western International University. Under this rule, a proprietary institution will be ineligible to participate in Title IV programs if for any two consecutive fiscal years it derives more than 90% of its cash basis revenue, as defined in the rule, from Title IV programs. An institution that exceeds this limit for any single fiscal year will be automatically placed on provisional certification for two fiscal years and will be subject to possible additional sanctions determined to be appropriate under the circumstances by the U.S. Department of Education. While the Department has broad discretion to impose additional sanctions on such an institution, there is only limited precedent available to predict what those sanctions might be, particularly in the current regulatory environment. The Department could specify a wide range of additional conditions as a part of the provisional certification and the institution’s continued participation in Title IV programs. These conditions may include, among other things, restrictions on the total amount of Title IV program funds that may be distributed to students attending the institution; restrictions on programmatic and geographic expansion; requirements to obtain and post letters of credit; and additional reporting requirements to include additional interim financial reporting. Should an institution be subject to such provisional certification at the time that its program participation agreement expired, the effect on recertification of the institution or continued eligibility to participate in Title IV programs pending recertification is uncertain. An institution that derives more than 90% of its revenue from Title IV programs for two consecutive fiscal years will be ineligible to participate in Title IV programs for at least two fiscal years. University of Phoenix and Western International University are required to calculate this percentage at the end of each fiscal year. If an institution is determined to be ineligible to participate in Title IV programs due to the 90/10 Rule, any disbursements of Title IV program funds while ineligible must be repaid to the Department. The following table details the 90/10 Rule percentages for University of Phoenix and Western International University for fiscal years 2011, 2010 and 2009: 90/10 Rule Percentages(1) for Fiscal Years Ended August 31, 2011 2010 2009 86% 88% 86% 66% 62% 57%

University of Phoenix Western International University
(1)

Calculated excluding the temporary relief from the impact of loan limit increases.

Although the University of Phoenix 90/10 Rule percentage for fiscal year 2011 was approximately 200 basis points lower than fiscal year 2010, the 90/10 Rule percentage for University of Phoenix has increased materially over the past several years. This overall increase is primarily attributable to the increase in student loan limits enacted by the Ensuring Continued Access to Student Loans Act of 2008 and expanded eligibility for and increases in the maximum amount of Pell Grants. We believe the decrease in the University of Phoenix 90/10 Rule percentage in fiscal year 2011 compared to fiscal year 2010 is primarily attributable to the reduction in the proportion of our students who are enrolled in our associate’s degree programs, which historically have had a higher percentage of Title IV funds applied to eligible tuition and fees. We have also implemented in recent years various measures intended to reduce the percentage of University of Phoenix’s cash basis revenue attributable to Title IV funds, including emphasizing employer-paid and other direct-pay education programs, encouraging students to carefully evaluate the amount of necessary Title IV borrowing, and continued focus on professional development and continuing education programs. Although we believe these measures will favorably impact the 90/10 Rule percentage, they have had only limited impact to date. We have substantially no control over the amount of Title IV student loans and grants sought by or awarded to our students. 25

Table of Contents Based on our most recent trends, we do not expect the 90/10 Rule percentage for University of Phoenix to exceed 90% for fiscal year 2012. However, the 90/10 Rule percentage for University of Phoenix remains near 90% and could exceed 90% in the future depending on the degree to which our various initiatives are effective, the impact of future changes in our enrollment mix, and regulatory and other factors outside our control, including any reduction in government tuition assistance for military personnel, including veterans, or changes in the treatment of such funding for purposes of the 90/10 Rule calculation. Any necessary further efforts to reduce the 90/10 Rule percentage for University of Phoenix, especially if the percentage exceeds 90% for a fiscal year, may involve taking measures which reduce our revenue, increase our operating expenses, or both, in each case perhaps significantly. In addition, we may be required to make structural changes to our business in the future in order to remain in compliance, which changes may materially alter the manner in which we conduct our business and materially and adversely impact our business, financial condition, results of operations and cash flows. Furthermore, these required changes could make more difficult our ability to comply with other important regulatory requirements, such as the cohort default rate regulations, which are discussed below. See Part I, Item 1A, Risk Factors - Risks Related to the Highly Regulated Industry in Which We Operate - Our schools and programs would lose their eligibility to participate in federal student financial aid programs if the percentage of our revenues derived from those programs is too high, in which event we could not conduct our business as it is currently conducted. Student Loan Cohort Default Rates. To remain eligible to participate in Title IV programs, an educational institution’s student loan cohort default rates must remain below certain specified levels. Each cohort is the group of students who first enter into student loan repayment during a federal fiscal year (ending September 30). The currently applicable cohort default rate for each cohort is the percentage of the students in the cohort who default on their student loans prior to the end of the following federal fiscal year, which represents a two-year measuring period. An educational institution will lose its eligibility to participate in some or all Title IV programs if its student loan cohort default rate equals or exceeds 25% for three consecutive cohorts or 40% for any given cohort. If our student loan default rates approach these limits, we may be required to increase efforts and resources dedicated to improving these default rates. In addition, because there is a lag between the funding of a student loan and a default thereunder, many of the borrowers who are in default or at risk of default are former students with whom we may have only limited contact. Accordingly, there can be no assurance that we would be able to effectively improve our default rates or improve them in a timely manner to meet the requirements for continued participation in Title IV funding if we experience a substantial increase in our student loan default rates. If an educational institution’s two-year cohort default rate exceeds 10% for any one of the three preceding years, it must delay for 30 days the release of the first disbursement of U.S. federal student loan proceeds to first time borrowers enrolled in the first year of an undergraduate program. University of Phoenix and Western International University have implemented a 30-day delay for such disbursements. The two-year cohort default rates for University of Phoenix, Western International University and for all proprietary postsecondary institutions for the federal fiscal years 2009, 2008 and 2007 were as follows:
Two-Year Cohort Default Rates for Cohort Years Ended September 30, 2009 2008 2007

University of Phoenix(1) Western International University(1) All proprietary postsecondary institutions(1)
_______________________________________
(1)

18.8% 9.3% 15.0%

12.9% 10.7% 11.6%

9.3% 18.5% 11.0%

Based on information published by the U.S. Department of Education.

We believe the University of Phoenix cohort default rate has been increasing over the past several years due to the challenging economic climate, the growth in our associate’s degree student population and changes in the manner in which student loans are serviced. Although we expect that the challenging economic environment will continue to put pressure on our student borrowers, we believe that our ongoing efforts to shift our student mix to a higher proportion of bachelor and graduate level students, the full implementation of our University Orientation program in November 2010 and our investment in student protection initiatives and repayment management services will help to stabilize and over time favorably impact our rates. Based on the available preliminary data, we do not expect the University of Phoenix or Western International University 2010 twoyear cohort default rates to exceed 25%. The cohort default rate requirements were modified by the Higher Education Opportunity Act enacted in August 2008 to increase by one year the measuring period for each cohort. Starting in September 2012, the U.S. Department of Education will publish the official three-year cohort default rates in addition to the two-year rates, beginning with the 2009 cohort. If an institution’s three-year cohort default rate exceeds 30% for any given year (25% under the current two-year standard), it must establish a default prevention task force and develop a default prevention plan with measurable objectives for improving the 26

Table of Contents cohort default rate. We believe that our current repayment management efforts meet these requirements. If an institution’s three-year cohort default rates for the 2009 and 2010 cohorts exceeds 30%, the institution may be subject to provisional certification imposing various additional requirements for participation in Title IV programs. Beginning with the three-year cohort default rate for the 2011 cohort published in September 2014, the three-year rates will be applied for purposes of measuring compliance with the requirements, as follows: • • Annual test. If the three-year cohort default rate for the 2011 cohort exceeds 40%, the institution will cease to be eligible to participate in Title IV programs; and Three consecutive years test. If the institution’s three-year cohort default rate for any given year exceeds 30% (an increase from the current 25% threshold applicable to the two-year cohort default rates) for three consecutive years, beginning with the 2009 cohort, the institution will cease to be eligible to participate in Title IV programs.

See Part I, Item 1A, Risk Factors - Risks Related to the Highly Regulated Industry in Which We Operate - An increase in our student loan default rates could result in the loss of eligibility to participate in Title IV programs, which would materially and adversely affect our business. Eligibility and Certification Procedures. The Higher Education Act, as reauthorized, specifies the manner in which the U.S. Department of Education reviews institutions for eligibility and certification to participate in Title IV programs. Every educational institution involved in Title IV programs must be certified to participate and is required to periodically renew this certification. University of Phoenix was recertified in November 2009 and entered into a new Title IV Program Participation Agreement which expires on December 31, 2012. Western International University was recertified in May 2010 and entered into a new Title IV Program Participation Agreement which expires on September 30, 2014. See Part I, Item 1A, Risk Factors Risks Related to the Highly Regulated Industry in Which We Operate - If we are not recertified to participate in Title IV programs by the U.S. Department of Education, we would lose eligibility to participate in Title IV programs and could not conduct our business as it is currently conducted. U.S. Department of Education Program Review. The U.S. Department of Education periodically reviews institutions participating in Title IV programs for compliance with applicable standards and regulations. In December 2010, the Department commenced a program review of policies, procedures and practices of University of Phoenix relevant to participation in Title IV programs, including specific procedures relating to distance education. The review covered federal financial aid years 2009 2010 and 2010 - 2011 through October 31, 2010. In February 2011, University of Phoenix received an Expedited Final Program Review Determination Letter from the Department. There were no significant adverse findings in the program review. The Department concluded that University of Phoenix has initiated or completed acceptable corrective actions in respect of each compliance item identified in the review and each finding had been closed. No economic or other sanctions were imposed. During the third quarter of fiscal year 2011, the Department released our $126 million letter of credit previously posted in connection with our February 2009 program review. Administrative Capability. The Higher Education Act, as reauthorized, directs the U.S. Department of Education to assess the administrative capability of each institution to participate in Title IV programs. The failure of an institution to satisfy any of the criteria used to assess administrative capability may cause the Department to determine that the institution lacks administrative capability and, therefore, subject the institution to additional scrutiny or deny eligibility for Title IV programs. See Part I, Item 1A, Risk Factors - Risks Related to the Highly Regulated Industry in Which We Operate - A failure to demonstrate “administrative capability” or “financial responsibility” may result in the loss of eligibility to participate in Title IV programs, which would materially and adversely affect our business. Standards of Financial Responsibility. Pursuant to the Title IV regulations, each eligible higher education institution must satisfy a measure of financial responsibility that is based on a weighted average of three annual tests which assess the financial condition of the institution. The three tests measure primary reserve, equity, and net income ratios. The Primary Reserve Ratio is a measure of an institution’s financial viability and liquidity. The Equity Ratio is a measure of an institution’s capital resources and its ability to borrow. The Net Income Ratio is a measure of an institution’s profitability. These tests provide three individual scores which are converted into a single composite score. The maximum composite score is 3.0. If the institution achieves a composite score of at least 1.5, it is considered financially responsible. A composite score from 1.0 to 1.4 is considered financially responsible, and the institution may continue to participate as a financially responsible institution for up to three years, subject to additional monitoring and other consequences. If an institution does not achieve a composite score of at least 1.0, it can be transferred from the “advance” system of payment of Title IV funds to cash monitoring status or to the “reimbursement” system of payment, under which the institution must disburse its own funds to students and document the students’ eligibility for Title IV program funds before receiving such funds from the U.S. Department of Education. The fiscal year 2011 composite scores for Apollo Group, University of Phoenix and Western International University were 2.6, 2.2 and 1.8, respectively. See Part I, Item 1A, Risk Factors - Risks Related to the Highly Regulated Industry in Which We Operate - A 27

Table of Contents failure to demonstrate “administrative capability” or “financial responsibility” may result in the loss of eligibility to participate in Title IV programs, which would materially and adversely affect our business. Limits on Title IV Program Funds. The Title IV regulations place restrictions on the types of programs offered and the amount of Title IV program funds that a student is eligible to receive in any one academic year. Only certain types of educational programs offered by an institution qualify for Title IV program funds. For students enrolled in qualified programs, the Title IV regulations place limits on the amount of Title IV program funds that a student is eligible to receive in any one academic year, as defined by the U.S. Department of Education. An academic year must consist of at least 30 weeks of instructional time and a minimum of 24 credits. Most of University of Phoenix’s and Western International University’s degree programs meet the academic year minimum definition of 30 weeks of instructional time and 24 credits. Substantially all of University of Phoenix’s degree programs qualify for Title IV program funds. The programs that do not qualify for Title IV program funds consist primarily of corporate training programs and certain certificate and continuing professional education programs. The tuition for these programs is often paid by employers. Restricted Cash. The U.S. Department of Education places restrictions on Title IV financial aid program funds held for students for unbilled educational services. As a trustee of these Title IV financial aid funds, we are required to maintain and restrict these funds pursuant to the terms of our program participation agreement with the U.S. Department of Education. These funds are included in restricted cash and cash equivalents in our Consolidated Balance Sheets in Item 8, Financial Statements and Supplementary Data. Authorizations for New Locations and Programs. University of Phoenix, Western International University and CFFP are required to have authorization to operate as degree-granting institutions in each state where they physically provide educational programs. Certain states accept accreditation as evidence of meeting minimum state standards for authorization or for exempting the institution entirely from formal state licensure or approval. Other states require separate evaluations for authorization. Depending on the state, the addition of a degree program not offered previously or the addition of a new location must be included in the institution’s accreditation and be approved by the appropriate state authorization agency. University of Phoenix, Western International University and CFFP are currently authorized to operate or have confirmed an exemption to operate based upon their accreditation in all states in which they have physical locations and in all states in which they operate and in which separate licensure is required for their distance education programs. Under new regulations adopted by the U.S. Department of Education, which became effective July 1, 2011, we are required to seek and obtain specific regulatory approval to operate in certain states in which University of Phoenix relied on available exemptions based on accreditation to operate in the respective state. If we experience a delay in obtaining or cannot obtain these approvals, our business could be adversely impacted. See “State Authorization” above for further discussion. University of Phoenix, Western International University and CFFP also must obtain the prior approval of The Higher Learning Commission before expanding into new locations to conduct instructional activities. Branching and Classroom Locations. The Title IV regulations contain specific requirements governing the establishment of new main campuses, branch campuses and classroom locations at which the eligible institution offers, or could offer, 50% or more of an educational program. In addition to classrooms at campuses and learning centers, locations affected by these requirements include the business facilities of client companies, military bases and conference facilities used by University of Phoenix and Western International University. The U.S. Department of Education requires that the institution notify the U.S. Department of Education of each location offering 50% or more of an educational program prior to disbursing Title IV program funds to students at that location. University of Phoenix and Western International University have procedures in place to ensure timely notification and acquisition of all necessary location approvals prior to disbursing Title IV funds to students attending any new location. In addition, The Higher Learning Commission requires that each new campus or learning center of University of Phoenix or Western International University be approved before offering instruction. States in which the two universities operate have varying requirements for approval of branch and classroom locations. Change of Ownership or Control. A change of ownership or control, depending on the type of change, may have significant regulatory consequences for University of Phoenix, Western International University and CFFP. Such a change of ownership or control could trigger recertification by the U.S. Department of Education, reauthorization by state licensing agencies, or the reevaluation of the accreditation by The Higher Learning Commission. The Department has adopted the change of ownership and control standards used by the U.S. federal securities laws for institutions owned by publicly-held corporations. If a change of ownership and control occurs that requires us to file a Form 8K with the Securities and Exchange Commission, or there is a change in the identity of a controlling shareholder of Apollo Group, University of Phoenix and/or Western International University may become ineligible to participate in Title IV programs until recertified by the Department. Under some circumstances, the Department may continue an institution’s participation in Title IV programs on a temporary provisional basis pending completion of the change in ownership approval process. In addition, some states where University of Phoenix, Western International University or CFFP are presently licensed 28

Table of Contents have requirements governing change of ownership or control that require approval of the change to remain authorized to operate in those states. See Part I, Item 1A, Risk Factors for further discussion. Moreover, University of Phoenix, Western International University and CFFP are required to report any material change in stock ownership to The Higher Learning Commission. In the event of a material change in stock ownership, The Higher Learning Commission may seek to evaluate the effect of such a change on the continuing operations of University of Phoenix, Western International University and CFFP. New U.S. Department of Education Reporting and Disclosure Requirements. The Higher Education Opportunity Act includes various provisions aimed at the rising cost of postsecondary education and other efforts for more transparency. Beginning July 1, 2011, the U.S. Department of Education published national lists disclosing the top five percent in each of nine institutional categories with the highest college costs and largest percentage cost increases. University of Phoenix and Western International University were not on the lists. International Governmental regulations in foreign countries significantly affect our international operations. New or revised interpretations of regulatory requirements could have a material adverse effect on us. Changes in existing or new interpretations of applicable laws, rules, or regulations in the foreign jurisdictions in which we operate could have a material adverse effect on our accreditation, authorization to operate, permissible activities, and costs of doing business outside of the U.S. The failure to maintain or renew any required regulatory approvals, accreditation or state authorizations could have a material adverse effect on our international operations. Other Matters We file annual, quarterly and current reports with the Securities and Exchange Commission. You may read and copy any document we file at the Securities and Exchange Commission’s Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for information on the Public Reference Room. The Securities and Exchange Commission maintains a website that contains annual, quarterly and current reports that issuers file electronically with the Securities and Exchange Commission. The Securities and Exchange Commission’s website is http://www.sec.gov. Our website address is www.apollogrp.edu. We make available free of charge on our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Information Statements on Schedule 14C, Forms 3, 4, and 5 filed on behalf of directors and executive officers, and all amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934, as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the Securities and Exchange Commission. Item 1A — Risk Factors You should carefully consider the risks and uncertainties described below and all other information contained in this Annual Report on Form 10-K. In order to help assess the major risks in our business, we have identified many, but not all, of these risks. Due to the scope of our operations, a wide range of factors could materially affect future developments and performance. If any of the following risks are realized, our business, financial condition, cash flow or results of operations could be materially and adversely affected, and as a result, the trading price of our Class A common stock could be materially and adversely impacted. These risk factors should be read in conjunction with other information set forth in this Annual Report, including Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Item 8, Financial Statements and Supplementary Data, including the related Notes to Consolidated Financial Statements. Risks Related to the Control Over Our Voting Stock Our Class A common stock has no voting rights. Our Executive Chairman and Vice Chairman of the Board control 100% of our voting stock and control substantially all actions requiring the vote or consent of our shareholders, which may have an adverse effect on the trading price of our Class A common stock and may discourage a takeover. Dr. John G. Sperling, our Executive Chairman of the Board and Founder, controls approximately 51% of our only class of voting securities, the Apollo Group Class B common stock. Dr. Sperling’s son, Mr. Peter Sperling, the Vice Chairman of our board of directors, controls the remainder of our Class B common stock. Dr. Sperling and Mr. Sperling together control the election of all members of our Board of Directors and substantially all other actions requiring a vote of our shareholders, except in certain limited circumstances. Holders of our outstanding Apollo Group Class A common stock do not have the right to vote for the election of directors or for substantially any other action requiring a vote of shareholders. In the event of Dr. Sperling’s passing, control of the John Sperling Voting Stock Trust, which currently is a revocable, grantor trust that holds a majority of the outstanding Apollo Group Class B common stock, will be exercised by a majority of three successor trustees: Mr. Sperling, 29

Table of Contents Terri Bishop, who is employed by and is a Director of Apollo, and Darby Shupp, a Director of Apollo. No assurances can be given that the Apollo Group Class B shareholders will exercise their control of Apollo Group in the same manner that a majority of the outstanding Class A shareholders would if they were entitled to vote on actions currently reserved exclusively for our Class B shareholders. In addition, the control of a majority of our voting stock by Dr. Sperling makes it impossible for a third party to acquire voting control of us without Dr. Sperling’s consent. We are a “Controlled Company” as defined in Rule 5615(c)(1) of the NASDAQ Listing Rules, because more than 50% of the voting power of Apollo Group is held by the John Sperling Voting Stock Trust. As a consequence, we are exempt from certain requirements of NASDAQ Listing Rule 5605, including that: • • • our Board be composed of a majority of Independent Directors (as defined in NASDAQ Listing Rule 5605(a)(2)); the compensation of our officers be determined by a majority of the independent directors or a compensation committee composed solely of independent directors; and nominations to the Board of Directors be made by a majority of the independent directors or a nominations committee composed solely of independent directors.

However, NASDAQ Listing Rule 5605(b)(2) does require that our independent directors have regularly scheduled meetings at which only independent directors are present (“executive sessions”). In addition, Internal Revenue Code Section 162(m) requires that a compensation committee of outside directors (within the meaning of Section 162(m)) approve stock option grants to executive officers in order for us to be able to claim deductions for the compensation expense attributable to such stock options. Notwithstanding the foregoing exemptions, we do have a majority of independent directors on our Board of Directors and we do have an Audit Committee, a Compensation Committee and a Nominating and Governance Committee composed entirely of independent directors. The charters for the Compensation, Audit and Nominating and Governance Committees have been adopted by the Board of Directors and are available on our website, www.apollogrp.edu. These charters provide, among other items, that each member must be independent as such term is defined by the rules of the NASDAQ Stock Market LLC and the Securities and Exchange Commission. If regulators do not approve or delay their approval of transactions involving a change of control of our company, our state licenses, accreditation, and ability to participate in Title IV programs and state grant programs may be impaired. A change of ownership or control of Apollo Group, depending on the type of change, may have significant regulatory consequences for University of Phoenix and Western International University. Such a change of ownership or control could require recertification by the U.S. Department of Education, reauthorization by state licensing agencies, or the reevaluation of the accreditation by The Higher Learning Commission of the North Central Association of Colleges and Schools. The Department has adopted the change of ownership and control standards used by the federal securities laws for institutions owned by publicly-held corporations. Upon a change of ownership and control sufficient to require us to file a Form 8-K with the Securities and Exchange Commission, or a change in the identity of a controlling shareholder of Apollo Group, University of Phoenix and/or Western International University may immediately cease to be eligible to participate in Title IV programs until recertified by the Department. There can be no assurances that such recertification would be obtained on a timely basis. Under some circumstances, the Department may continue an institution’s participation in the Title IV programs on a temporary provisional basis pending completion of the change in ownership approval process. In addition, some states where University of Phoenix, Western International University or CFFP is presently licensed have requirements governing change of ownership or control that require approval of the change to remain authorized to operate in those states, and participation in grant programs in some states may be interrupted or otherwise affected by a change of ownership or control. Moreover, University of Phoenix, Western International University and CFFP are required to report any material change in stock ownership to The Higher Learning Commission. In the event of a material change in stock ownership of Apollo Group, The Higher Learning Commission may seek to evaluate the effect of such a change of stock ownership on the continuing operations of University of Phoenix, Western International University and CFFP and could suspend our accreditation status during its review, which would make our operations ineligible to participate in Title IV programs. Even a temporary suspension in our eligibility to participate in Title IV programs, whether because of Department action, Higher Learning Commission action or otherwise, could have a material adverse impact on our business, financial condition, results of operations and cash flows. All of our voting stock is owned and controlled by Dr. John Sperling and Mr. Peter Sperling. We cannot prevent a change of ownership or control that would arise from a transfer of voting stock by Dr. Sperling or Mr. Sperling, including a transfer that may occur or be deemed to occur upon the death of one or both of Dr. Sperling or Mr. Sperling. Dr. and Mr. Sperling have established voting stock trusts and other agreements with the intent to maintain the Company’s voting stock in such a way as to prevent a change of ownership or control upon either’s death, but we cannot assure you that these arrangements will have the desired effect.

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Table of Contents Risks Related to the Highly Regulated Industry in Which We Operate U.S. Operations If we fail to comply with the extensive regulatory requirements for our business, we could face significant monetary liabilities, fines and penalties, including loss of access to U.S. federal student loans and grants for our students. As a provider of higher education, we are subject to extensive U.S. regulation on both the federal and state levels. In particular, the Higher Education Act, as reauthorized by the Higher Education Opportunity Act in August 2008, and related regulations impose significant regulatory scrutiny on University of Phoenix and Western International University, and all other higher education institutions that participate in the various federal student financial aid programs under Title IV of the Higher Education Act (“Title IV programs”). We collected the substantial majority of our fiscal year 2011 total consolidated net revenue from receipt of Title IV financial aid program funds. University of Phoenix represented approximately 91% of our fiscal year 2011 total consolidated net revenue and University of Phoenix generated 86% of its cash basis revenue for eligible tuition and fees during fiscal year 2011 from receipt of Title IV financial aid program funds. These regulatory requirements cover virtually all phases of our U.S. operations, including educational program offerings, branching and classroom locations, instructional and administrative staff, administrative procedures, marketing and recruiting, financial operations, payment of refunds to students who withdraw, maintenance of restricted cash, acquisitions or openings of new schools, commencement of new educational programs and changes in our corporate structure and ownership. The Higher Education Act, as reauthorized, mandates specific regulatory responsibilities for each of the following components of the higher education regulatory triad: (1) the U.S. federal government through the U.S. Department of Education; (2) independent accrediting agencies recognized by the U.S. Department of Education; and (3) state higher education regulatory bodies. The regulations, standards and policies of these regulatory agencies frequently change and are subject to interpretation, particularly where they are crafted for traditional, academic term-based schools rather than our non-term academic delivery model. Changes in, or new interpretations of, applicable laws, regulations, or standards could have a material adverse effect on our accreditation, authorization to operate in various states, permissible activities, receipt of funds under Title IV programs, or costs of doing business. We cannot predict with certainty how all of the requirements applied by these agencies will be interpreted or whether our schools will be able to comply with these requirements in the future. From time to time, we identify inadvertent compliance deficiencies that we must address and, where appropriate, report to the U.S. Department of Education. Such reporting, even in regard to a minor compliance issue, could result in a more significant compliance review by the Department or even a full recertification review, which may require the expenditure of substantial administrative time and resources to address. If the Department concluded that these reported deficiencies reflect a lack of administrative capability, we could be subject to additional sanctions or even lose our eligibility to participate in Title IV programs. See A failure to demonstrate “administrative capability” or “financial responsibility” may result in the loss of eligibility to participate in Title IV programs, which would materially and adversely affect our business, below. If we are found not to be in compliance with any of these regulations, standards or policies, any one of the relevant regulatory agencies may be able to do one or more of the following: • • • • • • • • • • impose monetary fines or penalties; limit or terminate our operations or ability to grant degrees and diplomas; restrict or revoke our accreditation, licensure or other approval to operate; limit, suspend or terminate our eligibility to participate in Title IV programs or state financial aid programs; require repayment of funds received under Title IV programs or state financial aid programs; require us to post a letter of credit with the U.S. Department of Education; subject our schools to heightened cash monitoring by the U.S. Department of Education; transfer us from the U.S. Department of Education’s advance system of receiving Title IV program funds to its reimbursement system, under which a school must disburse its own funds to students and document the students’ eligibility for Title IV program funds before receiving such funds from the U.S. Department of Education; subject us to other civil or criminal penalties; and/or subject us to other forms of censure.

In addition, in some circumstances of noncompliance or alleged noncompliance, we may be subject to qui tam lawsuits under the Federal False Claims Act. In these actions, private plaintiffs seek to enforce remedies under the Act on behalf of the U.S. and, if successful, are entitled to recover their costs and to receive a portion of any amounts recovered by the U.S. in the lawsuit. These lawsuits can be prosecuted by a private plaintiff in respect of some action taken by us, even if the Department does not agree with plaintiff’s theory of liability. Any of the penalties, injunctions, restrictions or other forms of censure listed above could have a material adverse effect on our 31

Table of Contents business, financial condition, results of operations and cash flows. If we lose our Title IV eligibility, we would experience a dramatic decline in revenue and we would be unable to continue our business as it currently is conducted. Action by the U.S. Congress to revise the laws governing the federal student financial aid programs or reduce funding for those programs could reduce our student population and increase our costs of operation. The U.S. Congress must periodically reauthorize the Higher Education Act and annually determine the funding level for each Title IV program. In 2008, the Higher Education Act was reauthorized through September 30, 2013 by the Higher Education Opportunity Act. Changes to the Higher Education Act, including changes in eligibility and funding for Title IV programs, are likely to occur in subsequent reauthorizations, but we cannot predict the scope or substance of any such changes. In April 2011, Congress permanently eliminated year-round Pell Grant awards beginning with the 2011-2012 award year as part of the fiscal year 2011 Continuing Resolution spending bill. We believe this change, which did not reduce the maximum annual grant level, will have only a nominal impact on our business. However, because the Pell Grant program is one of the largest non-defense discretionary spending programs in the federal budget, it is a target for reduction as Congress addresses the unprecedented budget deficits. A reduction in the maximum annual Pell Grant amount or changes in eligibility could result in increased student borrowing, which would make it more difficult for us to comply with other important regulatory requirements, and could negatively impact enrollment. In August 2011, President Obama signed into law the Budget Control Act of 2011, which provides for an increase in the federal government borrowing limit and spending reductions in two phases. The first phase imposes various spending cuts, including the elimination of the partial in-school interest subsidy for graduate student loans beginning July 1, 2012. The cost of borrowing will increase for graduate students who defer payment of interest while enrolled, which could adversely impact enrollment. The second phase requires a bipartisan, joint Congressional committee to develop legislation to achieve future deficit reduction, which must be voted on by December 23, 2011. The outcome of this process is highly uncertain. If the committee does not achieve the required level of deficit reduction, an across-the-board cutting mechanism known as sequestration will take effect beginning with the federal fiscal year 2013. Although the Pell Grant program currently is exempt from the sequestration process, other federal programs and services that could impact our business would be included. In addition to Congress’s focus on the federal government’s funding challenges, in recent years, there has been increased focus by Congress on the role that proprietary educational institutions play in higher education. In June 2010, the Education and Labor Committee of the U.S. House of Representatives held a hearing to examine the manner in which accrediting agencies review higher education institutions’ policies on credit hours and program length. This followed a report from the Office of the Inspector General of the U.S. Department of Education in December 2009 criticizing the accreditation of a proprietary school by a regional accrediting body and requesting that the Department review the appropriateness of its recognition of the accrediting body. Also in June 2010, the U.S. Senate Committee on Health, Education, Labor and Pensions (“HELP Committee”) held the first in a series of hearings to examine the proprietary education sector. At a subsequent hearing in August 2010, the Government Accountability Office (“GAO”) presented a report of its review of various aspects of the proprietary sector, including recruitment practices and the degree to which proprietary institutions’ revenue is composed of Title IV funding. Following the August hearing, Sen. Tom Harkin, the Chairman of the HELP Committee, requested a broad range of detailed information from 30 proprietary institutions, including University of Phoenix and other subsidiaries of Apollo Group. We have been and intend to continue being responsive to the requests of the HELP Committee. In September 2010, the HELP Committee held a third hearing and Sen. Harkin’s staff released a memorandum entitled “The Return on the Federal Investment in For-Profit Education: Debt Without a Diploma.” Sen. Harkin has held subsequent hearings and roundtable discussions, most recently on July 21, 2011, and we believe that future hearings may be held. On September 22, 2011, Sen. Tom Carper, the Chairman of the Senate Homeland Security and Government Affairs Subcommittee on Federal Financial Management, Government Information, Federal Services and International Security, held a hearing on “Improving Educational Outcomes for Our Military and Veterans,” focusing on the quality of education for the military and veterans population and the treatment of such funding for purposes of the 90/10 Rule calculation that, if enacted, would adversely impact our 90/10 Rule percentage. Sen. Carper suggested a follow-up roundtable discussion. In addition, other Congressional hearings or roundtable discussions are expected to be held regarding various aspects of the education industry that may affect our business. We cannot predict what legislation, if any, may emanate from these Congressional committee hearings or what impact any such legislation might have on the proprietary education sector and our business in particular. The confluence of the increasing scrutiny in Congress of the proprietary education sector and the unprecedented budget deficits increases the likelihood of legislation that will adversely impact our business. For example, Congress could extend the elimination of the in-school interest subsidy to undergraduate students or to undergraduate students in proprietary institutions, reduce the maximum amount of or change the eligibility standards for student loans and/or Pell Grants or make other material changes in Title IV programs driven by policy considerations, economic considerations or both. Any action by Congress that significantly reduces Title IV program funding, whether through across-the-board funding reductions, sequestration or otherwise, or materially impacts the eligibility of our institutions or students to participate in Title IV programs would have a 32

Table of Contents material adverse effect on our enrollment, financial condition, results of operations and cash flows. Congressional action could also require us to modify our practices in ways that could increase our administrative costs and reduce our operating income, which could have a material adverse effect on our financial condition, results of operations and cash flows. If Congress significantly reduced the amount of available Title IV program funding, we would attempt to arrange for alternative sources of financial aid for our students, which may include lending funds directly to our students, but private sources would not be able to provide as much funding to our students on as favorable terms as is currently provided by Title IV. In addition, private organizations could require us to guarantee all or part of this assistance and we might incur other additional costs. For these reasons, private, alternative sources of student financial aid would only partly offset, if at all, the impact on our business of reduced Title IV program funding. If we fail to maintain our institutional accreditation or if our institutional accrediting body loses recognition by the U.S. Department of Education, we could lose our ability to participate in Title IV programs, which would materially and adversely affect our business. University of Phoenix and Western International University are institutionally accredited by The Higher Learning Commission (“HLC”) of the North Central Association of Colleges and Schools, one of the six regional accrediting agencies recognized by the U.S. Department of Education. Accreditation by an accrediting agency recognized by the U.S. Department of Education is required in order for an institution to become and remain eligible to participate in Title IV programs. If the U.S. Department of Education ceased to recognize HLC for any reason, University of Phoenix and Western International University would not be eligible to participate in Title IV programs beginning 18 months after the date such recognition ceased unless HLC was again recognized or our institutions were accredited by another accrediting body recognized by the U.S. Department of Education. In December 2009, the Office of Inspector General of the U.S. Department of Education (“OIG”) requested that the U.S. Department of Education review the appropriateness of the U.S. Department of Education’s recognition of HLC as an accrediting body, following the OIG’s unfavorable review of HLC’s initial accreditation of a nontraditional, proprietary postsecondary educational institution. In addition, the HLC is scheduled to be reviewed by the National Advisory Committee on Institutional Quality and Integrity (“NACIQI”) in December 2011. We cannot predict the outcome of the U.S. Department of Education’s review of HLC’s recognition or NACIQI’s review of HLC. HLC accredits over 1,000 colleges and universities, including some of the most highly regarded universities in the U.S. Regardless of the outcome of the U.S. Department of Education’s review of HLC, the focus by the OIG and the U.S. Department of Education on the process pursuant to which HLC accredited a non-traditional, proprietary postsecondary educational institution may make the accreditation review process more challenging for University of Phoenix and Western International University when they undergo their normal HLC accreditation review process in the future or in connection with programmatic or location expansion. In addition, in August 2010, University of Phoenix received a letter from HLC requiring University of Phoenix to provide certain information and evidence of compliance with HLC accreditation standards. The letter related to the August 2010 report published by the U.S. Government Accountability Office (“GAO”) of its undercover investigation into the enrollment and recruiting practices of a number of proprietary institutions of higher education, including University of Phoenix. The letter required that University of Phoenix submit a report to HLC addressing the specific GAO allegations regarding University of Phoenix and any remedial measures being undertaken in response to the GAO report. In addition, the report was required to include (i) evidence demonstrating that University of Phoenix, on a university-wide basis, currently is meeting and in the future will meet the HLC Criteria for Accreditation relating to operating with integrity and compliance with all state and federal laws, (ii) evidence that University of Phoenix has adequate systems in place which currently and in the future will assure appropriate control of all employees engaged in the recruiting, marketing or admissions process, (iii) evidence demonstrating that Apollo Group is not encouraging inappropriate behavior on the part of recruiters and is taking steps to encourage appropriate behavior, and (iv) detailed information about University of Phoenix policies, procedures and practices relating to marketing, recruiting, admissions and other related matters. We submitted the response to the HLC in September 2010 and subsequently responded to further requests for additional information. On July 11, 2011, HLC informed University of Phoenix that the Special Committee formed to review this matter had completed its work, concluding that based on its limited review, it found no apparent evidence of systematic misrepresentations to students or that University of Phoenix’s procedures in the areas of recruiting, financial aid and admissions are significantly inadequate or inappropriate. HLC also stated that there remain significant questions as well as areas that University of Phoenix should work on improving. HLC indicated that these will be reviewed by the comprehensive evaluation team at its previously scheduled visit beginning in March 2012, which is its next comprehensive evaluation visit. These questions relate to student loans in collection and the minimization of student loan defaults; the offering of limited career services particularly in relation to University of Phoenix’s associate’s degree programs; timing of prospective student access to financial aid advisors during the recruiting process; academic qualifications of admissions personnel and financial aid advisors; the hiring and evaluation of financial aid officers; 33

Table of Contents retention of students, including the relationship of remediation to retention; and the role of the University of Phoenix First Year Sequence, or curriculum, in relation to University of Phoenix’s transfer policy and impacts on student retention. The loss of accreditation for any reason would, among other things, render our schools and programs ineligible to participate in Title IV programs, affect our authorization to operate and to grant degrees in certain states and decrease student demand. If University of Phoenix became ineligible to participate in Title IV programs, we could not conduct our business as it is currently conducted and it would have a material adverse effect on our business, financial condition, results of operations and cash flows. Rulemaking by the U.S. Department of Education could materially and adversely affect our business. In November 2009, the U.S. Department of Education convened two negotiated rulemaking teams related to Title IV program integrity issues and foreign school issues. The resulting program integrity rules promulgated in October 2010 and June 2011 address numerous topics. The most significant for our business are the following: • • • • Modification of the standards relating to the payment of incentive compensation to employees involved in student recruitment and enrollment; Implementation of standards for state authorization of institutions of higher education; Adoption of a definition of “gainful employment” for purposes of the requirement of Title IV student financial aid that a program of study offered by a proprietary institution prepare students for gainful employment in a recognized occupation; and Expansion of the definition of misrepresentation, relating to the Department’s authority under the Higher Education Act, as reauthorized, to suspend or terminate an institution’s participation in Title IV programs if the institution engages in substantial misrepresentation of the nature of its educational program, its financial charges, or the employability of graduates, and expansion of the sanctions that the Department may impose for engaging in a substantial misrepresentation.

The Department published final program integrity regulations on October 29, 2010, with most of the final rules effective July 1, 2011, including some reporting and disclosure rules related to gainful employment. On June 13, 2011, the Department published final regulations on metrics for gainful employment programs effective July 1, 2012. In addition to the rules, the Department routinely issues “Dear Colleague Letters” to provide sub-regulatory guidance on certain areas of final regulations. The guidance is provided to assist institutions with understanding the regulations in these areas, and does not make any changes to the regulations. The Department has issued numerous Dear Colleague Letters to provide further information on other provisions of the program integrity regulations and created a website dedicated to gainful employment information found at http://ifap.ed.gov/GainfulEmploymentInfo/index.html. The program integrity rules require a large number of reporting and operational changes. We believe we have substantially complied with the new reporting and disclosure requirements that were effective July 1, 2011, and we expect to be in substantial compliance with the remaining requirements by the respective effective dates. However, because of the scale and complexity of our educational programs, we may be unable to fully develop, test and implement all of the necessary modifications to our information management systems and administrative processes by the required dates. We may be subject to administrative or other sanctions if we are unable to comply with these reporting and disclosure requirements on a timely basis. In addition, these changes, individually or in combination, may impact our student enrollment, persistence and retention in ways that we cannot now predict. On May 5, 2011, the Department announced its intention to establish additional negotiated rulemaking committees to prepare proposed regulations under the Higher Education Act, as reauthorized. Three public hearings were conducted in May 2011 at which interested parties suggested issues that should be considered for action by the negotiating committees. The Department also conducted roundtable discussions to inform policy in the areas of teacher preparation and college completion. More information can be found at http://www2.ed.gov/policy/highered/reg/hearulemaking/2011/index.html. On September 27, 2011, the Department published a Notice of Proposed Rulemaking (“NPRM”) to amend the regulations for institutional eligibility under the Higher Education Act, as reauthorized, and to streamline the application and approval process for new programs, as required by the October 2010 rules on gainful employment. After the public comment period ends on November 14, 2011, the Department will review and consider responses to the NPRM before publishing final regulations that would be effective by July 2013. Incentive Compensation A school participating in Title IV programs may not pay any commission, bonus or other incentive payments to any person involved in student recruitment or admissions or awarding of Title IV program funds, if such payments are based in any part, directly or indirectly, on success in enrolling students or obtaining student financial aid. The law and regulations governing this requirement do not establish clear criteria for compliance in all circumstances. Previously, there were twelve safe harbors that defined specific types of compensation that were deemed to constitute permissible incentive compensation. Prior to the 34

Table of Contents effective date of the new program integrity regulations, we relied on several of these safe harbors to ensure that our compensation and recruitment practices complied with the applicable requirements. In the final regulations adopted by the Department, the twelve safe harbors were eliminated and, in lieu of the safe harbors, some of the relevant concepts relating to the incentive compensation limitations are defined. These changes increase the uncertainty about what constitutes incentive compensation and which employees are covered by the regulation. This makes the development of effective and compliant performance metrics more difficult to establish. In response to the Department’s concern about the impact of compensation structures that relied on the safe harbors and in order to enhance the admissions process for our students, we developed a new structure, which we believe complies with the Department’s new rule, and implemented it on a broad scale during the first quarter of fiscal year 2011. In connection with this, we eliminated enrollment results as a component of compensation for our admissions personnel effective September 1, 2010. This change in our approach to recruiting, which among other things reduces the emphasis on enrollment and increases the emphasis on improving the student experience, has adversely impacted our enrollment rates and increased our operating costs. We believe this change is consistent with our on-going efforts to lead the industry in addressing the concerns of the Department and others, including members of Congress, about admissions practices in the proprietary sector. We anticipate that this increased cost and the impact on our revenue from reduced enrollment will be offset partly by the benefits realized from improved student retention. However, we are not able to precisely predict the impact. The elimination of the twelve safe harbors also affected the manner in which we conduct our IPD business and may limit our ability to expand our educational services offerings. Our IPD business previously utilized a revenue sharing model with its client institutions, which was expressly permitted under one of the twelve incentive compensation safe harbors. We have modified this economic model to comply with the rules effective July 1, 2011, which among other things, has required changes to existing customer contracts and caused certain customers to choose to discontinue their arrangements with IPD, which has adversely impacted IPD’s financial results. IPD’s net revenue and operating income represented less than 2% of our consolidated net revenue and operating income in fiscal year 2011. State Authorization In the U.S., institutions that participate in Title IV programs must be authorized to operate by the appropriate postsecondary regulatory authority in each state where the institution has a physical presence. Prior to July 1, 2011, such authorization was not required if the institution was exempt from such regulatory authorization, usually based on recognized accreditation. University of Phoenix is specifically authorized to operate and has a physical presence in 36 states, Puerto Rico and the District of Columbia. In an additional four states, including California, University of Phoenix has a physical presence and is qualified to operate through June 30, 2012 without specific state regulatory approval due to available state exemptions and annual waivers from the U.S. Department of Education. Under the new program integrity rules adopted by the Department effective July 1, 2011, we are required to seek and obtain specific regulatory approval by June 30, 2012, or to seek a further annual waiver from the Department through June 30, 2013 to operate in California, Colorado, Hawaii and New Mexico. Each of these states now must adopt additional statutes or regulations in order to comply with the new regulations adopted by the Department in order for us and other institutions to remain eligible for Title IV funds in respect of operations within the states. We have no assurance that these states will be willing or able to adopt such additional statutes or regulations or that we will be able to complete the approval process in those states in order to obtain specific state regulatory approval. In order to obtain annual waivers that could allow us to operate without specific state approval through July 1, 2013, University of Phoenix must have a supporting letter from each such state and file a request for an annual waiver to be considered by the U.S. Department of Education. We have obtained such supporting letters in each of the four states noted above and have filed a request for an annual waiver through July 1, 2012 with the Department. On August 22, 2011, the U.S. Department of Education issued electronic guidance indicating that as long as University of Phoenix has such supporting letters, no specific approval of the annual waiver from the Department is required, and that the Department will not require additional approvals through June 30, 2012. If we cannot obtain an additional annual waiver for the period July 1, 2012 through June 30, 2013 in those states in which we operate without specific state regulatory approval, and are thereafter unable to obtain the requisite approvals, our business could be adversely impacted, particularly in California, the state in which we conduct the most business by revenue. As a result, the manner in which the Department’s final regulation will apply to our business in these states, and the impact of such regulation on our business, is uncertain. If we are unable to operate in California in a manner that would preserve Title IV eligibility for our students, our business would be materially and adversely impacted. Gainful Employment Under the Higher Education Act, as reauthorized, proprietary schools are eligible to participate in Title IV programs only in respect of educational programs that lead to “gainful employment in a recognized occupation.” Historically, this concept has not been defined in detailed regulations. On October 29, 2010 and June 13, 2011, the Department published final regulations on gainful employment. Under these rules, beginning July 1, 2011, proprietary institutions of higher education and public or notfor profit institutions offering postsecondary non-degree programs must provide prospective students with each eligible 35

Table of Contents program’s recognized occupations, cost, completion rate, job placement rate, and median loan debt of program completers. Beginning October 1, 2011, institutions must annually submit information to the Department about students who complete a program leading to gainful employment in a recognized occupation, including the amount of debt incurred under private loans or institutional finance plans, matriculation information, and end of year enrollment information. Additionally, beginning July 1, 2011 the final regulations require institutions to notify the Department at least 90 days before the commencement of new educational programs leading to gainful employment in recognized occupations. This notification must include information on the demand for the program, a wage analysis, an institutional program review and approval process, and a demonstration of accreditation. Unless the Department, in its discretion, requires approval for new programs, a school is not required to obtain formal Department approval if the notification is submitted on a timely basis. If such approval is required, an alert notice will be sent to the school at least 30 days before the first day of class with a request for additional information. If a new program is denied, the Department will explain how the program failed and provide an opportunity for the school to respond or request reconsideration. The final gainful employment rules also define -- for the first time -- the standards that will be used to measure “preparation for gainful employment.” The rules establish three annual standards related to student loan borrowing by which gainful employment will be measured, effective July 1, 2012: 1. Annual loan repayment rate, which assesses whether the federal student loan debt incurred by the applicable cohort of borrowers to attend the program is being repaid at a rate that implies gainful employment. Generally, the annual loan repayment rate for an academic program is the percentage of student loans incurred to fund the costs of a program that are in satisfactory repayment status three to four years after entering repayment. Rates are calculated on a federal fiscal year basis. The repayment rate must be at least 35%. Institutions can challenge the repayment rate data using a process similar to one used to challenge cohort default rates. Discretionary income threshold, which determines whether the annual repayment required on total student loan debt of students who completed an academic program is reasonable compared to their discretionary income. For purposes of determining the annual loan repayment, the Department will use the lesser of the amount of student loan debt incurred by the student or the total amount of tuition and fees the institution charged the student for enrollment in all programs at the institution, if tuition and fee information is provided by the institution. The median annual loan payment amount for the applicable cohort of students (calculated as described below) may not be greater than 30% of the greater of their average or median discretionary income. Discretionary income is the annual earnings of a program completer minus 150% of the U.S. Department of Health and Human Services (HHS) poverty guideline for a single person. Like the repayment rate, the debt-to-discretionary income ratio examines students in their third or fourth year after graduation, calculated on a federal fiscal year basis. Actual earnings threshold, which determines whether the annual repayment required on total student loan debt of students who completed an academic program is reasonable when compared to their actual annual earnings. For purposes of determining the annual loan repayment, the Department will use the lesser of the amount of student loan debt incurred by the student or the total amount of tuition and fees the institution charged the student for enrollment in all programs at the institution, if tuition and fee information is provided by the institution. The median annual loan payment amount for the applicable cohort of students (calculated as described below) may not be greater than 12% of the greater of their average or median annual earnings. Like the repayment rate, the debt-to-total earnings ratio examines students in their third or fourth year after graduation, calculated on a federal fiscal year basis.

2.

3.

An academic program that passes any one standard for a given year is considered to be preparing students for gainful employment. If an academic program fails all three metrics for a given year, the institution will have the opportunity to improve the performance of that program. After one failure, the institution must disclose the amount by which the program missed the minimal acceptable performance and the program’s plan for improvement. After two failures within three years, the institution must inform students in the failing program that their debts may be unaffordable, that the program may lose eligibility, and what transfer options exist. After three failures within four years, the academic program loses eligibility to participate in Title IV programs for at least three years, although the program could be continued without federal student aid. If a particular program ceased to be eligible for Title IV funding, in most cases it would not be practical to continue offering that program under our current business model. The annual loan repayment amounts for the debt-to-earnings ratios is derived by determining the median loan debt of the applicable cohort of students who completed the program, and includes federal student loans, private loans, and debt obligations arising from institutional financing plans. The payment amounts are calculated on the basis of the interest rate then charged on federal direct unsubsidized student loans and the following amortization terms: • • • 10 years for programs that lead to an undergraduate or post-baccalaureate certificate or to an associate’s degree; 15 years for programs that lead to a bachelor’s or master’s degree; 20 years for programs that lead to a doctoral or first-professional degree. 36

Table of Contents The gainful employment standards will be calculated on a fiscal year basis beginning with federal fiscal year 2012. The first year for which eligibility could be lost for a program is 2015, which would occur if the program fails all three standards for each of 2012, 2013 and 2014. For that first year of potential ineligibility, however, the Department will limit the number of programs subject to loss of eligibility to five percent of each institutional category (public, private nonprofit, and proprietary), taking into account the lowest repayment rates and the numbers of students impacted. We believe substantially all of our academic programs currently prepare students for gainful employment measured in the manner set forth in the final gainful employment regulations for purposes of continued eligibility to participate in federal student financial aid programs. The above description of the final gainful employment rules is qualified in its entirety by the text of the final rules and other information found at http://ifap.ed.gov/GainfulEmploymentInfo/index.html. The requirements for reporting information relating to our programs to the Department and to our students will substantially increase our administrative burdens, particularly during the implementation phase. These reporting and the other procedural changes in the new rules could impact student enrollment, persistence and retention in ways that we cannot now predict. For example, if our reported program information compares unfavorably with other reporting educational institutions, it could adversely impact demand for our programs. Although the final rules regarding gainful employment metrics provide opportunities to address program deficiencies before the loss of Title IV eligibility, the continuing eligibility of our educational programs for Title IV funding is at risk due to factors beyond our control, such as changes in the actual or deemed income level of our graduates, changes in student borrowing levels, increases in interest rates, changes in the federal poverty income level relevant for calculating discretionary income, changes in the percentage of our former students who are current in repayment of their student loans, and other factors. In addition, even though deficiencies in the metrics may be correctable on a timely basis, the disclosure requirements to students following a failure to meet the standards may adversely impact enrollment in that program and may adversely impact the reputation of our educational institutions. The exposure to these external factors may reduce our ability to confidently offer or continue certain types of programs for which there is market demand, thus impacting our ability to maintain or grow our business. Substantial Misrepresentation The Higher Education Act prohibits an institution that participates in Title IV programs from engaging in “substantial misrepresentation” of the nature of its educational program, its financial charges, or the employability of its graduates. The U.S. Department of Education’s program integrity regulations effective July 1, 2011 expand the definition of misrepresentation and expand the sanctions that the Department may impose for engaging in a substantial misrepresentation. Under the new rules, a misrepresentation is any statement made by the institution or a third party that provides educational programs, marketing, advertising, recruiting, or admissions services to the institution, that is false, erroneous or has the likelihood or tendency to deceive or confuse. A substantial misrepresentation is any misrepresentation on which the person to whom it was made could reasonably be expected to rely, or has reasonably relied, to that person’s detriment. Considering the breadth of the definition of “substantial misrepresentation,” it is possible that despite our efforts to prevent such misrepresentations, our employees or service providers may make statements that could be construed as substantial misrepresentations. As a result, we may face complaints from students and prospective students over statements made by us and our agents throughout the enrollment, admissions and financial aid process, as well as throughout attendance at University of Phoenix or Western International University, which would expose us to increased risk of enforcement action and applicable sanctions or other penalties and increased risk of private qui tam actions under the Federal False Claims Act. Under the new rules, if the Department determines that an institution has engaged in substantial misrepresentation, the Department may revoke an institution’s program participation agreement, impose limitations on the institution’s participation in Title IV programs, deny applications from the institution for approval of new programs or locations or other matters, or initiate proceedings to fine the institution or limit, suspend, or terminate its eligibility to participate in Title IV programs. If the Department determines that statements made by us or on our behalf are in violation of the new regulations, we could be subject to sanctions and other liability, which could have a material adverse effect on our business. Our schools and programs would lose their eligibility to participate in federal student financial aid programs if the percentage of our revenues derived from those programs is too high, in which event we could not conduct our business as it is currently conducted. A requirement of the Higher Education Act, as reauthorized by the Higher Education Opportunity Act, commonly referred to as the “90/10 Rule,” applies only to proprietary institutions of higher education, which includes University of Phoenix and Western International University. Under this rule, a proprietary institution will be ineligible to participate in Title IV programs if for any two consecutive fiscal years it derives more than 90% of its cash basis revenue, as defined in the rule, from Title IV programs. An institution that derives more than 90% of its revenue from Title IV programs for any single fiscal year will be automatically placed on provisional certification for two fiscal years and will be subject to possible additional sanctions determined to be appropriate under the circumstances by the U.S. Department of Education in the exercise of its broad 37

Table of Contents discretion. While the Department has broad discretion to impose additional sanctions on such an institution, there is only limited precedent available to predict what those sanctions might be, particularly in the current regulatory environment. The Department could specify any additional conditions as a part of the provisional certification and the institution’s continued participation in Title IV programs. These conditions may include, among other things, restrictions on the total amount of Title IV program funds that may be distributed to students attending the institution; restrictions on programmatic and geographic expansion; requirements to obtain and post letters of credit; additional reporting requirements to include additional interim financial reporting; or any other conditions imposed by the Department. Should an institution be subject to a provisional certification at the time that its current program participation agreement expired, the effect on recertification of the institution or continued eligibility in Title IV programs pending recertification is uncertain. An institution that derives more than 90% of its revenue from Title IV programs for two consecutive fiscal years will be ineligible to participate in Title IV programs for at least two fiscal years. University of Phoenix and Western International University are required to calculate this percentage at the end of each fiscal year. If an institution is determined to be ineligible to participate in Title IV programs due to the 90/10 Rule, any disbursements of Title IV program funds while ineligible must be repaid to the Department. The 90/10 Rule percentage for University of Phoenix has increased materially in recent years before fiscal year 2011. These increases are primarily attributable to the following factors: • Increased student loan limits. The Ensuring Continued Access to Student Loans Act of 2008 increased the annual loan limits on federal unsubsidized student loans by $2,000 for the majority of our students enrolled in associate’s and bachelor’s degree programs, and also increased the aggregate loan limits (over the course of a student’s education) on total federal student loans for certain students. This increase in student loan limits increased the amount of Title IV program funds available to and used by our students to pay tuition, fees and other costs, which increased the proportion of our revenue deemed to be from Title IV programs. Increase in Pell Grants. The eligibility for and maximum amount of Pell Grants have increased in recent years. Since the 2006-2007 award year, the maximum annual Pell Grant award has increased from $4,050 to $5,550. In addition, the Higher Education Opportunity Act of 2008 further increased the availability of Pell Grants by permitting additional disbursements for students who are continuously enrolled, which will be eliminated with the 2011-2012 award year. These changes further increased the amount of Title IV program funds available to and used by our students to pay tuition, fees and other costs, which, in turn, further increased the proportion of our revenue deemed to be from Title IV programs.

•

The following table details the 90/10 Rule percentages for University of Phoenix and Western International University for fiscal years 2011, 2010 and 2009: 90/10 Rule Percentages(1) for Fiscal Years Ended August 31, 2011 2010 2009 86% 88% 86% 66% 62% 57%

University of Phoenix Western International University
(1)

Calculated excluding the temporary relief from the impact of loan limit increases.

Although the University of Phoenix 90/10 Rule percentage for fiscal year 2011 was approximately 200 basis points lower than fiscal year 2010, the 90/10 Rule percentage for University of Phoenix has increased materially over the past several years. As discussed above, this overall increase is primarily attributable to the increases in student loan limits and Pell Grants. We believe the decrease in the University of Phoenix 90/10 Rule percentage in fiscal year 2011 compared to fiscal year 2010 is primarily attributable to the reduction in the proportion of our students who are enrolled in our associate’s degree programs, which historically have had a higher percentage of Title IV funds applied to eligible tuition and fees. We have also implemented in recent years various measures intended to reduce the percentage of University of Phoenix’s cash basis revenue attributable to Title IV funds, including emphasizing employer-paid and other direct-pay education programs, encouraging students to carefully evaluate the amount of necessary Title IV borrowing, and continued focus on professional development and continuing education programs. Although we believe these measures will favorably impact the 90/10 Rule percentage, they have had only limited impact to date and there is no assurance that they will be adequate to prevent the 90/10 Rule percentage from exceeding 90% in the future. We have substantially no control over the amount of Title IV student loans and grants sought by or awarded to our students. Based on our most recent trends, we do not expect the 90/10 Rule percentage for University of Phoenix to exceed 90% for fiscal year 2012. However, the 90/10 Rule percentage for University of Phoenix remains near 90% and could exceed 90% in the future depending on the degree to which our various initiatives are effective, the impact of future changes in our enrollment mix, and regulatory and other factors outside our control, including any reduction in government tuition assistance for military 38

Table of Contents personnel, including veterans, or changes in the treatment of such funding for purposes of the 90/10 Rule calculation. Currently, tuition assistance for military personnel, including veterans, is not treated as Title IV revenue under the 90/10 Rule and, therefore, based on the prescribed order of application per the regulations, a majority of such funding is included in the “10%” portion of the rule calculation. A reduction in the availability of this type of funding, or a change that requires that it be treated in the same manner as Title IV funding under the 90/10 Rule, would materially increase our 90/10 Rule percentage and may cause it to exceed 90%. Because of the increases in Title IV student loan limits and grants in recent years, we believe that many proprietary institutions are experiencing pressure on their 90/10 Rule compliance. In our view, one potential unintended consequence of this pressure is higher tuition rates. This is because one of the more effective methods of reducing the 90/10 Rule percentage is to increase tuition prices above the applicable maximums for Title IV student loans and grants, requiring students to seek other sources of funding to pay eligible tuition and fees in order to reduce the percentage of revenue from Title IV sources. However, this consequence directly undermines the Department of Education’s interest in promoting affordable postsecondary education. Although modification of the rule could limit this undesirable impact on tuition, there is no assurance that the Department, or Congress, will address this problem by modifying the rule or will address it in a manner that timely and favorably impacts compliance by University of Phoenix. Any necessary further efforts to reduce the 90/10 Rule percentage for University of Phoenix, especially if the percentage exceeds 90% for a fiscal year, may involve taking measures which reduce our revenue, increase our operating expenses, or both, in each case perhaps significantly. If the 90/10 Rule is not changed to provide relief for proprietary institutions, we may be required to make structural changes to our business in order to remain in compliance, which changes may materially alter the manner in which we conduct our business and materially and adversely impact our business, financial condition, results of operations and cash flows. Furthermore, these required changes could make more difficult our ability to comply with other important regulatory requirements, such as the cohort default rate regulations discussed under An increase in our student loan default rates could result in the loss of eligibility to participate in Title IV programs, which would materially and adversely affect our business, below. An increase in our student loan default rates could result in the loss of eligibility to participate in Title IV programs, which would materially and adversely affect our business. To remain eligible to participate in Title IV programs, educational institutions must maintain student loan cohort default rates below specified levels. The U.S. Department of Education reviews an educational institution’s cohort default rate annually as a measure of administrative capability. Each cohort is the group of students who first enter into student loan repayment during a federal fiscal year (ending September 30). The currently applicable cohort default rate for each cohort is the percentage of the students in the cohort who default on their student loans prior to the end of the following federal fiscal year, which represents a two-year measuring period. The cohort default rates are published by the Department approximately 12 months after the end of the measuring period. Thus, in September 2011 the Department published the two-year cohort default rates for the 2009 cohort, which measured the percentage of students who first entered into repayment during the year ended September 30, 2009 and defaulted prior to September 30, 2010. As discussed below, the measurement period for the cohort default rate has been increased to three years starting with the 2009 cohort, and the three-year cohort default rates for the 2009 cohort will be published by the Department in September 2012. If an educational institution’s two-year cohort default rate exceeds 10% for any one of the three preceding years, it must delay for 30 days the release of the first disbursement of U.S. federal student loan proceeds to first time borrowers enrolled in the first year of an undergraduate program. University of Phoenix and Western International University have implemented a 30-day delay for such disbursements. If an institution’s two-year cohort default rate exceeds 25% for three consecutive years or 40% for any given year, it will be ineligible to participate in Title IV programs and, as a result, its students would not be eligible for federal student financial aid. The two-year cohort default rates for University of Phoenix, Western International University and for all proprietary postsecondary institutions for the federal fiscal years 2009, 2008 and 2007 were as follows: Two-Year Cohort Default Rates for Cohort Years Ended September 30, 2008 12.9% 10.7% 11.6%

University of Phoenix(1) Western International University(1) All proprietary postsecondary institutions(1)
(1)

2009 18.8% 9.3% 15.0%

2007 9.3% 18.5% 11.0%

Based on information published by the U.S. Department of Education.

We believe the University of Phoenix cohort default rate has been increasing over the past several years due to the challenging 39

Table of Contents economic climate, the growth in our associate’s degree student population and changes in the manner in which student loans are serviced. Although we expect that the challenging economic environment will continue to put pressure on our student borrowers, we believe that our ongoing efforts to shift our student mix to a higher proportion of bachelor and graduate level students, the full implementation of our University Orientation program in November 2010 and our investment in student protection initiatives and repayment management services will help to stabilize and over time favorably impact our rates. As part of our repayment management initiatives, we have engaged third party service providers to assist our students who are at risk of default. These service providers contact students and offer assistance, which includes providing students with specific loan repayment information such as repayment options and loan servicer contact information, and they attempt to transfer these students to the relevant loan servicer to resolve their delinquency. In addition, we are intensely focused on student retention and enrolling students who have a reasonable chance to succeed in our programs, in part because the rate of default is higher among students who do not complete their degree program compared to students who graduate. Based on the available preliminary data, we do not expect the University of Phoenix or Western International University 2010 two-year cohort default rates to exceed 25%. The July 2010 elimination of the Federal Family Education Loan Program (FFELP), under which private lenders originated and serviced federally guaranteed student loans, and the resulting migration of all federal student loans to the Federal Direct Loan Program under which the federal government lends directly to students, could adversely impact loan repayment rates and our cohort default rates, if the federal government is less effective in promoting timely repayment of federal student loans than the private lenders were under the FFELP. If our student loan default rates approach the limits detailed above, we may be required to increase our efforts and resources dedicated to improving these default rates. In addition, because there is a lag between the funding of a student loan and a default thereunder, many of the borrowers who are in default or at risk of default are former students with whom we may have only limited contact. Accordingly, there can be no assurance that we would be able to effectively improve our default rates or improve them in a timely manner to meet the requirements for continued participation in Title IV funding if we experience a substantial increase in our student loan default rates. The cohort default rate requirements were modified by the Higher Education Opportunity Act enacted in August 2008 to increase by one year the measuring period for each cohort. Starting in September 2012, the U.S. Department of Education will publish the official three-year cohort default rates in addition to the two-year rates, beginning with the 2009 cohort. If an institution’s three-year cohort default rate exceeds 30% for any given year (25% under the current two-year standard), it must establish a default prevention task force and develop a default prevention plan with measurable objectives for improving the cohort default rate. We believe that our current repayment management efforts meet these requirements. If an institution’s three-year cohort default rates for the 2009 and 2010 cohorts exceeds 30%, the institution may be subject to provisional certification imposing various additional requirements for participation in Title IV programs. Beginning with the three-year cohort default rate for the 2011 cohort published in September 2014, only the three-year rates will be applied for purposes of measuring compliance with the requirements, as follows: • • Annual test. If the three-year cohort default rate for any given year exceeds 40%, the institution will cease to be eligible to participate in Title IV programs; and Three consecutive years test. If the institution’s three-year cohort default rate exceeds 30% (an increase from the current 25% threshold applicable to the two-year cohort default rates) for three consecutive years, beginning with the 2009 cohort, the institution will cease to be eligible to participate in Title IV programs.

The consequences applicable to two-year cohort default rates will continue to apply through 2013 for the fiscal 2011 cohort. The Department has published, for informational purposes, “trial rates” to assist institutions in understanding the impact of the new three-year cohort default rate calculation. The trial three-year cohort default rates for prior periods are as follows:
Three-Year Cohort Default Rates for Cohort Years Ended September 30, 2008 2007 2006

University of Phoenix Western International University All proprietary postsecondary institutions

21.1% 16.3% 22.4%

15.9% 26.5% 21.2%

10.3% 36.9% 18.8%

40

Table of Contents If any regulatory audit, investigation or other proceeding finds us not in compliance with the numerous laws and regulations applicable to the postsecondary education industry, we may not be able to successfully challenge such finding and our business could suffer. Due to the highly regulated nature of the postsecondary education industry, we are subject to audits, compliance reviews, inquiries, complaints, investigations, claims of non-compliance and lawsuits by federal and state governmental agencies, regulatory agencies, accrediting agencies, present and former students and employees, shareholders and other third parties, any of whom may allege violations of any of the regulatory requirements applicable to us. If the results of any such claims or actions are unfavorable to us, we may be required to pay monetary fines or penalties, be required to repay funds received under Title IV programs or state financial aid programs, have restrictions placed on or terminate our schools’ or programs’ eligibility to participate in Title IV programs or state financial aid programs, have limitations placed on or terminate our schools’ operations or ability to grant degrees and certificates, have our schools’ accreditations restricted or revoked, or be subject to civil or criminal penalties. Any one of these sanctions could materially adversely affect our business, financial condition, results of operations and cash flows and result in the imposition of significant restrictions on us and our ability to operate. In February 2009, the Department performed a program review of University of Phoenix’s policies and procedures involving Title IV programs. The Department issued its Final Program Review Determination letter on June 16, 2010, which confirmed we had completed the corrective actions and satisfied the obligations arising from the review. On June 9, 2010, we posted a letter of credit in the amount of approximately $126 million as required to comply with the Department’s standards of financial responsibility. The Department’s regulations require institutions to post a letter of credit where a program review report cites untimely return of unearned Title IV funds for more than 10% of the sampled students in a period covered by the review. The letter of credit was fully cash collateralized and was initially required to be maintained until at least June 30, 2012, but was released in fiscal year 2011 as described below. In December 2010, the Department commenced a new program review of policies, procedures and practices of University of Phoenix relevant to participation in Title IV programs, including specific procedures relating to distance education. The review covered federal financial aid years 2009 - 2010 and 2010 - 2011 through October 31, 2010. In February 2011, University of Phoenix received an Expedited Final Program Review Determination Letter from the Department in respect of this program review. There were no significant adverse findings. The Department concluded that University of Phoenix has initiated or completed acceptable corrective actions in respect of each compliance item identified in the review and each finding had been closed. No economic or other sanctions were imposed. Additionally, the Department released our $126 million letter of credit during the third quarter of fiscal year 2011 previously posted in connection with our February 2009 program review. In October 2011, the Office of the Inspector General of the Department notified us that it is conducting a nationwide audit of the Department's program requirements, guidance, and monitoring of institutions of higher education offering distance education. We understand that this is part of the Office of the Inspector General's annual internal audit plan for its oversight of the Department, and we have been asked to provide various records for review by the auditors. If any Title IV or other compliance issues arise in the course of this audit of the Department's procedures, the Department could elect to commence a limited or general program review. Our business could be harmed if we experience a disruption in our ability to process student loans under the Federal Direct Loan Program. We collected the substantial majority of our fiscal year 2011 total consolidated net revenue from receipt of Title IV financial aid program funds, principally from federal student loans under the Federal Direct Loan Program (FDLP). Any processing disruptions by the U.S. Department of Education may impact our students’ ability to obtain student loans on a timely basis. If we experience a disruption in our ability to process student loans through the FDLP, either because of administrative challenges on our part or the inability of the Department to process the volume of direct loans on a timely basis, our business, financial condition, results of operations and cash flows could be adversely and materially affected. If we fail to maintain any of our state authorizations, we would lose our ability to operate in that state and to participate in Title IV programs there. University of Phoenix, Western International University and CFFP are authorized to operate and to grant degrees by the applicable state agency of each state where such authorization is required and where we maintain a campus, or are exempt from such regulatory authorization usually based on recognized accreditation. In addition, several states require University of Phoenix and Western International University to obtain separate authorization for the delivery of distance education to residents of those states. Compliance with these state requirements is also necessary for students in the respective states to participate in Title IV programs. The loss of such authorization in one or more states would render students resident in those states ineligible to participate in Title IV programs and could have a material adverse effect on our business, financial condition, results of operations and cash flows. Loss of authorization in one or more states could increase the likelihood of additional scrutiny and potential loss of operating and/or degree granting authority in other states in which we operate, which would further impact our business. In addition, under the new program integrity rules adopted by the U.S. Department of Education, we are required to 41

Table of Contents seek and obtain specific regulatory approval to operate in certain states in which we are currently exempt from state authorization, and cannot rely on previously available exemptions based on accreditation. If we experience a delay in obtaining or cannot obtain these approvals, our business could be adversely impacted. See Rulemaking by the U.S. Department of Education could materially and adversely affect our business, above. We will be subject to sanctions if we fail to properly calculate and make timely payment of refunds of Title IV program funds for students who withdraw before completing their educational program. The Higher Education Act, as reauthorized, and U.S. Department of Education regulations require us to calculate refunds of unearned Title IV program funds disbursed to students who withdraw from their educational program before completing it. If refunds are not properly calculated or timely paid, we will be subject to sanctions imposed by the U.S. Department of Education, which could increase our cost of regulatory compliance and adversely affect our business, financial condition, results of operations and cash flows. A failure to demonstrate “administrative capability” or “financial responsibility” may result in the loss of eligibility to participate in Title IV programs, which would materially and adversely affect our business. The U.S. Department of Education regulations specify extensive criteria an institution must satisfy to establish that it has the requisite administrative capability to participate in Title IV programs. The failure of an institution to satisfy any of the criteria used to assess administrative capability may cause the Department to determine that the institution lacks administrative capability and, therefore, subject the institution to additional scrutiny or deny eligibility for Title IV programs. These criteria require, among other things, that the institution: • • • • • • • • • • comply with all applicable Title IV program regulations; have capable and sufficient personnel to administer the federal student financial aid programs; have acceptable methods of defining and measuring the satisfactory academic progress of its students; not have a student loan cohort default rate above specified levels; have procedures in place for safeguarding federal funds; not be, and not have any principal or affiliate who is, debarred or suspended from federal contracting or engaging in activity that is cause for debarment or suspension; provide financial aid counseling to its students; refer to the Office of Inspector General any credible information indicating that any applicant, student, employee or agent of the institution has been engaged in any fraud or other illegal conduct involving Title IV programs; submit in a timely manner all reports and financial statements required by the regulations; and not otherwise appear to lack administrative capability.

Furthermore, to participate in Title IV programs, an eligible institution must satisfy specific measures of financial responsibility prescribed by the Department, or post a letter of credit in favor of the Department and possibly accept other conditions on its participation in Title IV programs. Pursuant to the Title IV regulations, each eligible higher education institution must satisfy a measure of financial responsibility that is based on a weighted average of three annual tests which assess the financial condition of the institution. The three tests measure primary reserve, equity, and net income ratios. The Primary Reserve Ratio is a measure of an institution’s financial viability and liquidity. The Equity Ratio is a measure of an institution’s capital resources and its ability to borrow. The Net Income Ratio is a measure of an institution’s profitability. These tests provide three individual scores which are converted into a single composite score. The maximum composite score is 3.0. If the institution achieves a composite score of at least 1.5, it is considered financially responsible. A composite score from 1.0 to 1.4 is considered financially responsible, and the institution may continue to participate as a financially responsible institution for up to three years, subject to additional monitoring and other consequences. If an institution does not achieve a composite score of at least 1.0, it can be transferred from the “advance” system of payment of Title IV funds to cash monitoring status or to the “reimbursement” system of payment, under which the institution must disburse its own funds to students and document the students’ eligibility for Title IV program funds before receiving such funds from the U.S. Department of Education. The fiscal year 2011 composite scores for Apollo Group, University of Phoenix and Western International University were 2.6, 2.2 and 1.8, respectively. If our schools eligible to participate in Title IV programs fail to maintain administrative capability or financial responsibility, as defined by the Department, those schools could lose their eligibility to participate in Title IV programs or have that eligibility adversely conditioned, which would have a material adverse effect on our business. Limitations on, or termination of, participation in Title IV programs as a result of the failure to demonstrate administrative capability or financial responsibility would limit students’ access to Title IV program funds, which could significantly reduce the enrollments and revenues of our schools eligible to participate in Title IV programs and materially and adversely affect our business, financial condition, results of operations and cash flows.

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Table of Contents If we are not recertified to participate in Title IV programs by the U.S. Department of Education, we would lose eligibility to participate in Title IV programs and could not conduct our business as it is currently conducted. University of Phoenix and Western International University are eligible and certified to participate in Title IV programs. University of Phoenix was recertified for Title IV programs in November 2009 and its current certification expires in December 2012. Western International University was recertified in May 2010 and its current certification expires in September 2014. Generally, the recertification process includes a review by the Department of the institution’s educational programs and locations, administrative capability, financial responsibility, and other oversight categories. The Department could limit, suspend or terminate an institution’s participation in Title IV programs for violations of the Higher Education Act, as reauthorized, or Title IV regulations. Continued Title IV eligibility is critical to the operation of our business. If University of Phoenix becomes ineligible to participate in Title IV federal student financial aid programs, we could not conduct our business as it is currently conducted and it would have a material adverse effect on our business, financial condition, results of operations and cash flows. Budget constraints in states that provide state financial aid to our students could reduce the amount of such financial aid that is available to our students, which could reduce our enrollment and adversely affect our 90/10 Rule percentage. Many states are experiencing severe budget deficits and constraints. Some of these states have reduced or eliminated various student financial assistance programs, and additional states may do so in the future. If our students who receive this type of assistance cannot secure alternate sources of funding, they may be forced to withdraw or reduce the rate at which they seek to complete their education. Other students who would otherwise have been eligible for state financial assistance may not be able to enroll without such aid. This reduced funding could decrease our enrollment and adversely affect our business, financial condition, results of operations and cash flows. In addition, the reduction or elimination of these non-Title IV sources of student funding may adversely affect our 90/10 Rule percentage by increasing the proportion of the affected students’ funding needs satisfied by Title IV programs. This could negatively impact or increase the cost of our compliance with the 90/10 Rule, as discussed under the Risk Factor, “Our schools and programs would lose their eligibility to participate in federal student financial aid programs if the percentage of our revenues derived from those programs is too high, in which event we could not conduct our business as it is currently conducted,” above. If regulators do not approve our domestic acquisitions, the acquired schools’ state licenses, accreditation, and ability to participate in Title IV programs may be impaired. When we acquire an institution, we must seek approval from the U.S. Department of Education, if the acquired institution participates in Title IV programs, and from most applicable state agencies and accrediting agencies because an acquisition is considered a change of ownership or control of the acquired institution under applicable regulatory standards. A change of ownership or control of an institution under the Department’s standards can result in the temporary suspension of the institution’s participation in the Title IV programs unless a timely and materially complete application for recertification is filed with the Department and the Department issues a temporary provisional certification. If we are unable to obtain approvals from the state agencies, accrediting agencies or Department for any institution we may acquire in the future, depending on the size of that acquisition, such a failure to obtain approval could have a material adverse effect on our business, financial condition, results of operations and cash flows. If IPD’s client institutions are sanctioned due to non-compliance with Title IV requirements, our business could be responsible for any resulting fines and penalties. Our subsidiary, Institute for Professional Development, Inc. (“IPD”) provides to its client institutions numerous consulting and administrative services, including services that involve the handling and receipt of Title IV funds. As a result of this, IPD may be jointly and severally liable for any fines, penalties or other sanctions imposed by the U.S. Department of Education on the client institution for violation of applicable Title IV regulations, regardless of the degree of fault, if any, on IPD’s part. The imposition of such fines, penalties or other sanctions could have a material adverse impact on our business, financial condition, results of operations and cash flows. Government regulations relating to the Internet could increase our cost of doing business and affect our ability to grow. The increasing popularity and use of the Internet and other online services has led to and may lead to further adoption of new laws and regulatory practices in the U.S. or foreign countries and to new interpretations of existing laws and regulations. These new laws and interpretations may relate to issues such as online privacy, copyrights, trademarks and service marks, sales taxes, value-added taxes, withholding taxes, allocation and apportionment of income amongst various state, local and foreign jurisdictions, fair business practices and the requirement that online education institutions qualify to do business as foreign corporations or be licensed in one or more jurisdictions where they have no physical location or other presence. New laws, regulations or interpretations related to doing business over the Internet could increase our costs and materially and adversely 43

Table of Contents affect our enrollments, which could have a material adverse affect on our business, financial condition, results of operations and cash flows. Non-U.S. Operations Our non-U.S. operations are subject to regulatory requirements of the applicable countries in which we operate, and our failure to comply with these requirements may result in substantial monetary liabilities, fines and penalties and a loss of authority to operate. We operate physical and online educational institutions in the United Kingdom, Europe, Chile, Mexico, and elsewhere, and are actively seeking further expansion in other countries. Our operations in each of the relevant foreign jurisdictions are subject to the Foreign Corrupt Practices Act educational and other regulations, which may differ materially from the regulations applicable to our U.S. operations. Risks Related to Our Business Changes we are making to our business to improve the student experience may adversely affect our growth rate, profitability, financial condition, results of operations and cash flows. We are focused on improving the student experience and identifying and enrolling students who have a greater likelihood to succeed in our educational programs. In furtherance of this focus, in fiscal year 2010 we began to implement a number of important changes and initiatives to transition our business to more effectively support our students and improve their educational outcomes, which efforts have continued in fiscal year 2011. These initiatives include, but are not limited to, the following: • • • • Upgrading our learning and data platforms; Adopting new tools to better support students’ education financing decisions, such as our Responsible Borrowing Calculator, which is designed to help students calculate the amount of student borrowing necessary to achieve their educational objectives and to motivate them to not incur unnecessary student loan debt; Refining our marketing approaches to more effectively identify students who have a greater likelihood to succeed in our educational programs, including reduced emphasis on the utilization of third parties for lead generation; Requiring all associate’s and bachelor’s students who enroll in University of Phoenix with fewer than 24 credits (one year of college credit) to first attend a free, three-week University Orientation program which is designed to help inexperienced prospective students understand the rigors of higher education prior to enrollment. After piloting the program for a year, we implemented this policy university-wide in November 2010; and Better aligning our admissions personnel and other employees with our students’ success, including eliminating all enrollment factors in evaluating the performance and any related compensation adjustments for our admissions personnel effective September 1, 2010. See Risks Related to the Highly Regulated Industry in Which We Operate Rulemaking by the U.S. Department of Education could materially and adversely affect our business, above.

•

We believe that the reduction in University of Phoenix aggregate New Degreed Enrollment during fiscal year 2011 compared to fiscal year 2010 is principally due to the change in the evaluation and compensation structure for our admissions personnel, the full implementation of University Orientation, and the changes in our marketing approach. We expect that each of these measures will continue to reduce University of Phoenix net revenue, operating income and cash flow in fiscal year 2012, and potentially beyond. Our business may be adversely affected by changes in the U.S. economy. The U.S. and much of the world economy are experiencing difficult and uncertain economic circumstances. We believe that our enrollment is affected by changes in economic conditions, although the nature and magnitude of this effect are uncertain and may change over time. We believe that the sharp economic downturn in the U.S. beginning in 2008 contributed to our enrollment growth in our fiscal years 2009 and 2010 as an increased number of working learners sought to advance their education to improve job security or reemployment prospects. The modest improvement in the U.S. economy in 2011 may have reduced this effect on demand for educational services among potential working learners, and contributed to the declines in New Degreed Enrollment that we experienced during 2011. A further improvement in economic conditions in the U.S. and, in particular, an improvement in the U.S. unemployment rate, may reduce demand among potential working learners for educational services. Such a reduction could have a material adverse effect on our business, financial condition, results of operations and cash flows. Conversely, a worsening of economic and employment conditions may reduce the willingness of employers to sponsor educational opportunities for their employees or discourage existing or potential students from pursuing education due to a perception that there are insufficient job opportunities or due to their increased economic uncertainty or otherwise, any of which could adversely impact our enrollment. In addition, worsening economic and employment conditions could adversely affect the ability or willingness of our former students to repay student loans, which could increase our bad debt expense and 44

Table of Contents our student loan cohort default rate and require increased time, attention and resources to manage these defaults, which could have a material adverse effect on our business. See Risks Related to the Highly Regulated Industry in Which We Operate - An increase in our student loan default rates could result in the loss of eligibility to participate in Title IV programs, which would materially and adversely affect our business, above. We face intense competition in the postsecondary education market from both public and private educational institutions, which could adversely affect our business. Postsecondary education in our existing and new market areas is highly competitive and is becoming increasingly so. We compete with traditional public and private two-year and four-year colleges, other proprietary schools and alternatives to higher education. Some of our competitors, both public and private, have greater financial and other resources than we have. Our competitors, both public and private, may offer programs similar to ours at a lower tuition level as a result of government subsidies, government and foundation grants, tax-deductible contributions and other financial resources not available to proprietary institutions. In addition, an increasing number of our competitors, including traditional colleges and community colleges, are offering distance learning and other online education programs. Companies providing online learning systems have enabled a greater number of traditional colleges and community colleges to offer online courses, in some cases at lower tuition levels and/or with a higher perceived reputation. As the online and distance learning segment of the postsecondary education market matures, the intensity of the competition we face will continue to increase further. This intense competition could adversely affect our business, financial condition, results of operations and cash flows. Our financial performance depends on our ability to continue to develop awareness among, and enroll and retain students; adverse publicity may negatively impact demand for our programs. Building awareness of our schools and the programs we offer is critical to our ability to attract prospective students. If our schools are unable to successfully market and advertise their educational programs, our schools’ ability to attract and enroll prospective students in such programs could be adversely affected. It is also critical to our success that we convert these prospective students to enrolled students in a cost-effective manner and that these enrolled students remain active in our programs. The proprietary postsecondary education sector is under intense regulatory and other scrutiny which has led to media attention that in many instances has portrayed the sector in an unflattering light. This negative media attention may cause some prospective students to choose educational alternatives outside of the proprietary sector or may cause them to choose proprietary alternatives other than University of Phoenix, either of which could negatively impact our new enrollments. Some of the additional factors that could prevent us from successfully enrolling and retaining students in our programs include: • • • • • • • • • • • regulatory investigations that may damage our reputation; increased regulation of online education, including in states in which we do not have a physical presence; a decrease in the perceived or actual economic benefits that students derive from our programs or education in general; increased competition from schools offering distance learning and other online educational programs; litigation that may damage our reputation; inability to continue to recruit, train and retain quality faculty; student or employer dissatisfaction with the quality of our services and programs; inability of graduates to obtain employment, professional licensure, or certification in their fields of study; student financial, personal or family constraints; tuition rate reductions by competitors that we are unwilling or unable to match; and a decline in the acceptance of online education.

If one or more of these factors reduces demand for our programs, our enrollment could be negatively affected or our costs associated with each new enrollment could increase, or both, either of which could have a material adverse impact on our business, financial condition, results of operations and cash flows. If the proportion of our students who enroll with, and accumulate, fewer than 24 credits continues to increase, we may experience increased cost and reduced profitability. In recent years, a substantial proportion of our overall growth has arisen from the increase in associate’s degree students enrolled in University of Phoenix. As a result of this, the proportion of our Degreed Enrollment composed of associate’s degree students has increased in recent years and may increase again in the future. We have experienced certain adverse effects from this shift, such as an increase in our student loan cohort default rate. Although the proportion of our Degreed Enrollment composed of associate’s degree students decreased in fiscal year 2011, the proportion of our bachelor’s degree students who enroll with fewer than 24 incoming credits has increased, which may contribute to a continued increase in our student loan cohort default rate. If the proportion of students with fewer than 24 incoming credits continues to increase in the future, we may experience additional consequences, such as higher cost per New Degreed Enrollment, lower retention rates and/or higher student services costs, an increase in the percentage of our revenue derived from Title IV funding under the 90/10 Rule, an 45

Table of Contents increase in our student loan default rates, an increase in our bad debt expense, more limited ability to implement tuition price increases and other effects that may adversely affect our business, financial condition, results of operations and cash flows. System disruptions and security threats to our computer networks or phone systems could have a material adverse effect on our business. The performance and reliability of our computer network and phone systems infrastructure at our schools, including our online programs, is critical to our operations, reputation and ability to attract and retain students. From time to time we experience intermittent outages of the information technology systems used by our students, including system-wide outages. Any computer system error or failure, regardless of cause, could result in a substantial outage that materially disrupts our online and onground operations. We have only limited redundancies in our core computer and network infrastructure, which is concentrated in a single geographic area. We are currently evaluating our information technology systems to identify and address design and hardware risks. Because we do not have real-time comprehensive redundancies in our IT infrastructure, a catastrophic failure or unavailability for any reason of our principal data center may require us to replicate the function of this data center at our existing remote data facility or elsewhere. An event such as this may require equipping and restoring activities that could take up to several weeks to complete. The disruption from such an event could significantly impact our operations and have a material adverse effect on our business, financial condition, results of operations and cash flows, and could adversely affect our compliance with applicable regulations and accrediting body standards. In addition, we face the threat to our computer systems of unauthorized access, computer hackers, computer viruses, malicious code, organized cyber attacks and other security problems and system disruptions. We have devoted and will continue to devote significant resources to the security of our computer systems, but they may still be vulnerable to these threats. A user who circumvents security measures could misappropriate proprietary information or cause interruptions or malfunctions in operations. As a result, we may be required to expend significant resources to protect against the threat of these system disruptions and security breaches or to alleviate problems caused by these disruptions and breaches. Any of these events could have a material adverse effect on our business, financial condition, results of operations and cash flows. If we do not maintain existing, and develop additional, relationships with employers, our future growth may be impaired. We currently have relationships with large employers to provide their employees with the opportunity to obtain degrees through us while continuing their employment. These relationships are an important part of our strategy as they provide us with a steady source of potential working learners for particular programs and also serve to increase our reputation among high-profile employers. In addition, programs in which employers directly pay tuition have a beneficial impact on our 90/10 Rule percentage calculation by reducing the proportion of our cash-basis revenues attributable to Title IV funds. If we are unable to develop new relationships or further develop our existing relationships, or if our existing relationships deteriorate or end, our efforts to seek these sources of potential working learners may be impaired, and this could materially and adversely affect our business, financial condition, results of operations and cash flows. If we are unable to successfully conclude pending litigation and governmental inquiries, our business, financial condition, results of operations and cash flows could be adversely affected. We, certain of our subsidiaries, and certain of our current and former directors and executive officers have been named as defendants in various lawsuits. In January 2008, a jury returned an adverse verdict against us and two remaining individual co-defendants in a securities class action lawsuit entitled, In re Apollo Group, Inc. Securities Litigation, Case No. CV04-2147-PHX-JAT, filed in the U.S. District Court for the District of Arizona, relating to alleged false and misleading statements in connection with our failure to publicly disclose the contents of a preliminary U.S. Department of Education program review report. After various post-trial challenges, the case was returned to the trial court in March 2011 to administer the shareholder claims process. In September 2011, we entered into an agreement in principle with the plaintiffs to settle the litigation for a payment of $145.0 million. The outcome of this legal proceeding remains uncertain including, but not limited to, the requirement that any settlement agreement must be approved by the court. In November 2010, the District Court for the District of Arizona consolidated three securities class action complaints into a single action entitled, In re Apollo Group, Inc. Securities Litigation and appointed the “Apollo Institutional Investors Group” consisting of the Oregon Public Employees Retirement Fund, the Mineworkers’ Pension Scheme, and Amalgamated Bank as lead plaintiffs. The consolidated complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and asserts a putative class period of May 21, 2007 to October 13, 2010. On April 19, 2011, we filed a motion to dismiss. We anticipate that the plaintiffs will seek substantial damages, including damages representing the aggregate investment losses attributable to the alleged false and misleading statements by all shareholders who purchased shares during the 29-month putative class period and still held those shares on October 13, 2010. On May 25, 2011, we were notified that a qui tam complaint had been filed against us by private relators under the Federal 46

Table of Contents False Claims Act and California False Claims Act. The complaint alleges, among other things, that University of Phoenix has violated the Federal False Claims Act since December 12, 2009 and the California False Claims Act for the preceding ten years by falsely certifying to the U.S. Department of Education and the State of California that University of Phoenix was in compliance with various regulations that require compliance with federal rules regarding the payment of incentive compensation to admissions personnel, in connection with University of Phoenix’s participation in student financial aid programs. In addition to injunctive relief and fines, the relators seek significant damages on behalf of the Department of Education and the State of California, including all student financial aid disbursed by the Department to our students since December 2009 and by the State of California to our students during the preceding ten years. The complaint was served on June 22, 2011. On July 12, 2011, we filed a motion to dismiss and on August 30, 2011, relators filed a motion to file an amended complaint. No oral argument on either motion is currently scheduled. During fiscal year 2011, we received notices from the Attorney General’s Office of each of Florida, Massachusetts and Delaware regarding their investigations under applicable consumer protection laws of the business practices at University of Phoenix. We believe that there may be an informal coalition of states considering investigations into recruiting practices and the financing of education at proprietary educational institutions, which may or may not include these three states. The consumer protection laws of states are broad and subject to substantial interpretation. If our past or current business practices at University of Phoenix are found to violate applicable consumer protection laws, we could be subject to monetary fines or penalties and possible limitations on the manner in which we conduct our business, which could materially and adversely affect our business, financial condition, results of operations and cash flows. To the extent that more states commence such investigations or multiple states act in a concerted manner, the cost of responding to these inquiries and investigations could increase significantly and the potential impact on our business would be substantially greater. We are also subject to various other lawsuits, investigations and claims, covering a range of matters, including, but not limited to, claims involving shareholders and employment matters. Refer to Note 20, Commitments and Contingencies, in Part II, Item 8, Financial Statements and Supplementary Data, which is incorporated herein by reference, for further discussion of pending litigation and other proceedings. In addition, changes in our business and pending actions by regulators and HLC may increase our risk of claims by shareholders. We cannot predict the ultimate outcome of these matters and expect to incur significant defense costs and other expenses in connection with them. Such costs and expenses could have a material adverse effect on our business, financial condition, results of operations and cash flows and the market price of our common stock. We may be required to pay substantial damages or settlement costs in excess of our insurance coverage related to these matters, or may be required to pay substantial fines or penalties, any of which could have a further material adverse effect on our business, financial condition, results of operations and cash flows. An adverse termination in any of these matters could also materially and adversely affect our licenses, accreditation and eligibility to participate in Title IV programs. We may not be able to successfully identify, pursue or integrate acquisitions; acquisitions may result in additional debt or dilution to our shareholders. As part of our growth strategy, we are actively considering acquisition opportunities in the U.S. and worldwide. We have acquired and expect to acquire additional proprietary educational institutions that complement our strategic direction, some of which could be material. Any acquisition involves significant risks and uncertainties, including: • • inability to successfully integrate the acquired operations, including the information technology systems, into our institutions and maintain uniform standards, controls, policies and procedures; inability to successfully operate and grow the acquired businesses, including, with respect to BPP, risks related to: • damage to BPP’s reputation, including as a result of unfavorable public opinion in the United Kingdom regarding proprietary schools and ownership of BPP by a U.S. company; • uncertainty of future enrollment relating to BPP’s newly established Business School, reduced demand for professional degrees, increased competition for professional examinations training, changes in the content of or procedures for professional examinations or other factors; • BPP’s large fixed cost base; and • uncertainty regarding reauthorization criteria for BPP University College’s degree awarding powers; distraction of management’s attention from normal business operations; challenges retaining the key employees of the acquired operation; operating, market or other challenges causing operating results to be less than projected; expenses associated with the acquisition; challenges relating to conforming non-compliant financial reporting procedures to those required of a subsidiary of a U.S. reporting company, including procedures required by the Sarbanes-Oxley Act; and unidentified issues not discovered in our due diligence process, including commitments and/or contingencies.

• • • • • •

Acquisitions are inherently risky. We cannot be certain that our previous or future acquisitions will be successful and will not 47

Table of Contents materially adversely affect our business, financial condition, results of operations and cash flows. We may not be able to identify suitable acquisition opportunities, acquire institutions on favorable terms, or successfully integrate or profitably operate acquired institutions. Future transactions may involve use of our cash resources, issuance of equity or debt securities, incurrence of other forms of debt or a significant increase in our financial leverage, which could adversely affect our business, financial condition, results of operations and cash flows, especially if the cash flows associated with any acquisition are not sufficient to cover the additional debt service. If we issue equity securities as consideration in an acquisition, current shareholders’ percentage ownership and earnings per share may be diluted. In addition, our acquisition of an educational institution could be considered a change in ownership and control of the acquired institution under applicable regulatory standards. For such an acquisition in the U.S., we may need approval from the U.S. Department of Education and applicable state agencies and accrediting agencies and possibly other regulatory bodies. Our inability to obtain such approvals with respect to a completed acquisition could have a material adverse effect on our business, financial condition, results of operations and cash flows. Our future operating results and the market price of our common stock could be materially adversely affected if we are required to further write down the carrying value of goodwill and/or other intangible assets associated with any of our reporting units in the future. We review our goodwill and other indefinite-lived intangible asset balances for impairment on at least an annual basis through the application of a fair-value-based test. In assessing the fair value of our reporting units, we rely primarily on using a discounted cash flow analysis which includes our estimates about the future cash flows of our reporting units that are based on assumptions consistent with our plans to manage the underlying businesses. Other factors we consider include, but are not limited to, significant underperformance relative to expected historical or projected future operating results, significant changes in the manner or use of the acquired assets or the overall business strategy, and significant negative industry or economic trends. We recorded goodwill and other intangible asset impairments totaling $219.9 million for our BPP reporting unit during fiscal year 2011. For further discussion of these items, see Note 10, Goodwill and Intangible Assets, in Part II, Item 8, Financial Statements and Supplementary Data. If our estimates or related assumptions change in the future, we may be required to record additional non-cash impairment charges for these assets. In the future, if we are required to significantly write down the carrying value of goodwill and/or other intangible assets associated with any of our reporting units, our operating results and the market price of our common stock may be materially adversely affected. Our financial performance depends, in part, on our ability to keep pace with changing market needs and technology; if we fail to keep pace or fail in implementing or adapting to new technologies, our business may be adversely affected. Increasingly, prospective employers of students who graduate from our schools demand that their new employees possess appropriate technological skills and also appropriate “soft” skills, such as communication, critical thinking and teamwork skills. These skills can evolve rapidly in a changing economic and technological environment. Accordingly, it is important for our schools’ educational programs to evolve in response to these economic and technological changes. The expansion of existing programs and the development of new programs may not be accepted by current or prospective students or the employers of our graduates. Even if our schools are able to develop acceptable new programs, our schools may not be able to begin offering those new programs as quickly as required by prospective employers or as quickly as our competitors offer similar programs. In addition, we may be unable to obtain specialized accreditations or licensures that may make certain programs desirable to students. To offer a new academic program, we may be required to obtain federal, state and accrediting agency approvals, which may be conditioned or delayed in a manner that could significantly affect our growth plans. In addition, to be eligible for Title IV programs, a new academic program may need to be certified by the U.S. Department of Education. If we are unable to adequately respond to changes in market requirements due to regulatory or financial constraints, unusually rapid technological changes, or other factors, our ability to attract and retain students could be impaired, the rates at which our graduates obtain jobs involving their fields of study could suffer, and our business, financial condition, results of operations and cash flows could be adversely affected. Establishing new academic programs or modifying existing programs requires us to make investments in management and capital expenditures, incur marketing expenses and reallocate other resources. We may have limited experience with the courses in new areas and may need to modify our systems and strategy or enter into arrangements with other educational institutions to provide new programs effectively and profitably. If we are unable to increase the number of students or offer new programs in a cost-effective manner, or are otherwise unable to manage effectively the operations of newly established academic programs, our business, financial condition, results of operations and cash flows could be adversely affected. We have invested and continue to invest significant resources in information technology, which is a key element of our business strategy. Our information technology systems and tools could become impaired or obsolete due to our action or failure to act. For instance, we could install new information technology without accurately assessing its costs or benefits, or we could experience delayed or ineffective implementation of new information technology. Similarly, we could fail to respond in a 48

Table of Contents timely or sufficiently competitive way to future technological developments in our industry. Should our action or failure to act impair or otherwise render our information technology less effective, this could have a material adverse effect on our business, financial condition, results of operations and cash flows. A failure of our information systems to properly store, process and report relevant data may reduce our management’s effectiveness, interfere with our regulatory compliance and increase our operating expenses. We are heavily dependent on the integrity of our data management systems. If these systems do not effectively collect, store, process and report relevant data for the operation of our business, whether due to equipment malfunction or constraints, software deficiencies, or human error, our ability to effectively plan, forecast and execute our business plan and comply with applicable laws and regulations, including the Higher Education Act, as reauthorized, and the regulations thereunder, will be impaired, perhaps materially. Any such impairment could materially and adversely affect our financial condition, results of operations, and cash flows. We rely on proprietary rights and intellectual property that may not be adequately protected under current laws, and we encounter disputes from time to time relating to our use of intellectual property. Our success depends in part on our ability to protect our proprietary rights and intellectual property. We rely on a combination of copyrights, trademarks, trade secrets, patents, domain names and contractual agreements to protect our proprietary rights. For example, we rely on trademark protection in the U.S. and various foreign jurisdictions to protect our rights to various marks as well as distinctive logos and other marks associated with our services. We also rely on agreements under which we obtain intellectual property to own or license rights to use intellectual property developed by faculty members, content experts and other third-parties. We cannot assure you that these measures are adequate, that we have secured, or will be able to secure, appropriate permissions or protections for all of the intellectual property rights we use or claim rights to in the U.S. or various foreign jurisdictions, or that third parties will not terminate our license rights or infringe upon or otherwise violate our intellectual property rights or the intellectual property rights of others. Despite our efforts to protect these rights, unauthorized third parties may attempt to use, duplicate or copy the proprietary aspects of our student recruitment and educational delivery methods and systems, curricula, online resource material or other content. Our management’s attention may be diverted by these attempts and we may need to use funds in litigation to protect our proprietary rights against any infringement or violation, which could have a material adverse affect on our business, financial condition, results of operations and cash flows. We may become party to disputes from time to time over rights and obligations concerning intellectual property, and we may not prevail in these disputes. For example, third parties may allege that we have infringed upon or not obtained sufficient rights in the technologies used in our educational delivery systems, the content of our courses or other training materials or in our ownership or uses of other intellectual property claimed by that third party. Some third party intellectual property rights may prove to be extremely broad, and it may not be possible for us to conduct our operations in such a way as to avoid violating those intellectual property rights. Any such intellectual property claim could subject us to costly litigation and impose a significant strain on our financial resources and management personnel regardless of whether such claim has merit. Our various liability insurance coverages, if any, may not cover potential claims of this type adequately or at all, and we may be required to alter the design and operation of our systems or the content of our courses or pay monetary damages or license fees to third parties, which could have a material adverse affect on our business, financial condition, results of operations and cash flows. We may incur liability for the unauthorized duplication, distribution or other use of materials posted online. In some instances, our employees, including faculty members, or our students may post various articles or other third-party content online in class discussion boards or in other venues including Facebook, PhoenixConnect, University of Phoenix's proprietary social media network, and other social networks. We may incur liability to third parties for the unauthorized duplication, distribution or other use of this material. Any such claims could subject us to costly litigation and impose a significant strain on our financial resources and management personnel regardless of whether the claims have merit. Our various liability insurance coverages, if any, may not cover potential claims of this type adequately or at all, and we may be required to alter or cease our uses of such material (which may include changing or removing content from our courses) or pay monetary damages, which could have a material adverse affect on our business, financial condition, results of operations and cash flows. The personal information that we collect may be vulnerable to breach, theft or loss that could adversely affect our reputation and operations. Possession and use of personal information in our operations subjects us to risks and costs that could harm our business. Our educational institutions collect, use and retain large amounts of personal information regarding our students and their families, including social security numbers, tax return information, personal and family financial data and credit card numbers. We also collect and maintain personal information of our employees in the ordinary course of our business. Some of this personal information is held and managed by certain of our vendors. Although we use security and business controls to limit access and use of personal information, a third party may be able to circumvent those security and business controls, which could result in 49

Table of Contents a breach of student or employee privacy. In addition, errors in the storage, use or transmission of personal information could result in a breach of student or employee privacy, and the increased availability and use of portable data devices by our employees and students increases the risk of unintentional disclosure of personal information. Possession and use of personal information in our operations also subjects us to legislative and regulatory burdens that could require notification of data breaches and restrict our use of personal information. We cannot assure you that a breach, loss or theft of personal information will not occur. A breach, theft or loss of personal information regarding our students and their families or our employees that is held by us or our vendors could have a material adverse effect on our reputation and results of operations and result in liability under state and federal privacy statutes and legal actions by state attorneys, general and private litigants, and any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows. Our expansion into new markets outside the U.S. subjects us to risks inherent in international operations. As part of our growth strategy, through Apollo Global, Inc., our consolidated majority-owned subsidiary, we have acquired additional universities outside the U.S. and we intend to actively pursue further acquisitions. To the extent that we make such acquisitions, we will face risks that are inherent in international operations, including: • • • • • • • • • • • • • • • complexity of operations across borders; compliance with foreign regulatory environments; changes in existing laws to prohibit or restrict for-profit education, whether arising from public discontent or otherwise; currency exchange rate fluctuations; monetary policy risks, such as inflation, hyperinflation and deflation; price controls or restrictions on exchange of foreign currencies; potential political and economic instability in the countries in which we operate, including potential student uprisings such as the recent student protests in London against tuition increases and the ongoing student protests in Chile against for-profit education; expropriation of assets by local governments; multiple and possibly overlapping and conflicting tax laws; compliance with anti-corruption regulations such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010; potential unionization of employees under local labor laws and local labor laws that make it more expensive and complex to negotiate with, retain or terminate employees; greater difficulty in utilizing and enforcing our intellectual property and contract rights; failure to understand the local culture and market; limitations on the repatriation of funds; and acts of terrorism and war, epidemics and natural disasters.

We may have unanticipated tax liabilities that could adversely impact our results of operations and financial condition. We are subject to multiple types of taxes in the U.S., United Kingdom and various other foreign jurisdictions. The determination of our worldwide provision for income taxes and other tax accruals involves various judgments, and therefore the ultimate tax determination is subject to uncertainty. In addition, changes in tax laws, regulations, or rules may adversely affect our future reported financial results, may impact the way in which we conduct our business, or may increase the risk of audit by the Internal Revenue Service or other tax authorities. Our U.S. federal income tax returns for our fiscal years 2006 through 2010 are currently under review by the Internal Revenue Service. In addition, we are subject to numerous ongoing audits by state, local and foreign tax authorities. Although we believe our tax accruals are reasonable, the final determination of tax audits in the U.S. or abroad and any related litigation could be materially different from our historical income tax provisions and accruals. The results of an audit or litigation could have a material effect on our business, financial condition, results of operations and cash flows. In addition, an increasing number of states are adopting new laws or changing their interpretation of existing laws regarding the apportionment of service revenues for corporate income tax purposes in a manner that could result in a larger proportion of our income being taxed by the states into which we sell services. These legislative and administrative changes could result in a portion of our income being taxed by two or more states. The magnitude of this possible double taxation could continue to increase as more states change the manner in which they tax income from services. If we experience double taxation by states for a substantial portion of our income, it could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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Table of Contents We are subject to the oversight of the Securities and Exchange Commission and other regulatory agencies, and investigations by these agencies could divert management’s focus and have a material adverse impact on our reputation and financial condition. As a result of this government regulation and oversight, we may be subject to legal and administrative proceedings. For example, in October 2009, we received notification from the Enforcement Division of the Securities and Exchange Commission indicating that it had commenced an informal inquiry into our revenue recognition practices. The Securities and Exchange Commission has requested various information and documents from us and/or from our auditors, including information regarding our revenue recognition practices, our policies and practices relating to student refunds, the return of Title IV funds to lenders and bad debt reserves, our insider trading policies and procedures, a chronology of the internal processing and availability of information about the U.S. Department of Education program review of University of Phoenix commenced in early 2009, certain information relating to non-Title IV revenue sources and other matters. Based on these requests, the eventual scope, duration and outcome of the inquiry cannot be predicted at this time. However, we have devoted substantial time and incurred substantial legal and other expenses in connection with this inquiry and we may have to devote additional time and incur additional expenses in the future. The costs of responding to, and the publicity surrounding investigations or enforcement actions by the Securities and Exchange Commission or the Department of Justice, even if ultimately resolved favorably for us, could have a material adverse impact on our business, financial condition, results of operations and cash flows. Our principal credit agreement limits our ability to take various actions. Our principal credit agreement limits our ability to take various actions, including paying dividends, repurchasing shares and acquiring and disposing of assets or businesses. Accordingly, we may be restricted from taking actions that management believes would be desirable and in the best interests of us and our shareholders. Our principal credit agreement also requires us to satisfy specified financial and non-financial covenants, including covenants relating to regulatory compliance. A breach of any covenants contained in our credit agreement would result in an event of default under the agreement and allow the lenders to pursue various remedies, including accelerating the repayment of any indebtedness outstanding under the agreement, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows. We may experience movements in foreign currency exchange rates which could adversely affect our operating results. We report revenues, costs and earnings in U.S. dollars. Exchange rates between the U.S. dollar and the local currency in the countries where we operate are likely to fluctuate from period to period. Because consolidated financial results are reported in U.S. dollars, we are subject to the risk of translation losses for reporting purposes. When the U.S. dollar appreciates against the applicable local currency in any reporting period, our consolidated operating results are adversely impacted due to translation. As we continue to expand our international operations, we will conduct more transactions in currencies other than the U.S. dollar. To the extent that foreign revenue and expense transactions are not denominated in the local currency, we are also subject to the risk of transaction losses. Given the volatility of exchange rates, there is no assurance that we will be able to effectively manage currency transaction and/or translation risks. Fluctuations in foreign currency exchange rates could have a material adverse affect on our business, financial condition, results of operations and cash flows. Item 1B — Unresolved Staff Comments None.

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Table of Contents Item 2 — Properties As of August 31, 2011, we utilized 442 facilities, the majority of which were leased. As of August 31, 2011, we were obligated to lease approximately 9.2 million square feet and owned approximately 0.6 million square feet, as follows:

Leased Reportable Segment Location Type Sq. Ft. # of Properties Sq. Ft.

Owned # of Properties Sq. Ft.

Total # of Properties

University of Phoenix

United States

Office Dual Purpose

1,024,230 5,815,436 6,839,666 3,519 29,965 321,779 351,744 3,557 93,709 97,266 22,475 159,608 182,083 22,174 109,259 131,433 11,218 1,606,258 9,223,187

11 263 274 2 3 36 39 1 5 6 2 20 22 1 45 46 1 26 416

— — — — — 178,525 178,525 — — — 6,189 412,624 418,813 — — — — 597,338

— — — — — 5 5 — — — 1 20 21 — — — — 26

1,024,230 5,815,436 6,839,666 3,519 29,965 500,304 530,269 3,557 93,709 97,266 28,664 572,232 600,896 22,174 109,259 131,433 11,218 1,606,258 9,820,525

11 263 274 2 3 41 44 1 5 6 3 40 43 1 45 46 1 26 442

International Apollo Global: BPP International

Office Office Dual Purpose

Other

United States

Office Dual Purpose

International

Office Dual Purpose

Other Schools

United States

Office Dual Purpose

International Corporate United States Total
_______________________________________

Office Office

Dual purpose space includes office and classroom facilities. Leases generally range from five to ten years with one to two renewal options for extended terms. We also lease space from time to time on a short-term basis in order to provide specific courses or programs. We evaluate current utilization of the educational facilities and projected enrollment to determine facility needs. In addition to the above properties, we executed a lease agreement in fiscal year 2009 for a property that has been constructed for which we did not have the right to control the use of the property under lease at August 31, 2011. The property has approximately 274,000 of aggregate square footage and we began using the property in the first quarter of fiscal year 2012. During the fourth quarter of fiscal year 2011, we implemented a real estate rationalization plan in Phoenix, Arizona to streamline our operations and better align our operations with our business strategy, refined business model and outlook. The plan consists of abandoning all, or a portion of, four leased facilities (approximately 495,000 square feet), which is included in the above table. See Note 4, Restructuring and Other Charges, in Item 8, Financial Statements and Supplementary Data, for further discussion. Item 3 — Legal Proceedings We are subject to various claims and contingencies which are in the scope of ordinary and routine litigation incidental to our business, including those related to regulation, business transactions, employee-related matters and taxes, among others. While the outcomes of these matters are uncertain, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on our consolidated financial position, results of operations or cash flows. When we become aware of a claim or potential claim, the likelihood of any loss or exposure is assessed. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, we record a liability for the loss. The liability recorded includes probable and estimable legal costs associated with the claim or potential claim. If the loss is not probable or the 52

Table of Contents amount of the loss cannot be reasonably estimated, we disclose the claim if the likelihood of a potential loss is reasonably possible and the amount is material. For matters where no loss contingency is recorded, our policy is to expense legal fees as incurred. The assessment of the likelihood of a potential loss and the estimation of the amount of a loss are subjective and require judgment. A description of pending litigation, settlements, and other proceedings that are outside the scope of ordinary and routine litigation incidental to our business is provided under Note 20, Commitments and Contingencies, Contingencies Related to Litigation and Other Proceedings and Regulatory and Other Matters, in Item 8, Financial Statements and Supplementary Data, which is incorporated herein by reference. Item 4 — (Removed and Reserved) PART II Item 5 — Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Apollo Group Class A common stock trades on the NASDAQ Global Select Market under the symbol “APOL.” The holders of our Apollo Group Class A common stock are not entitled to any voting rights. There is no established public trading market for our Apollo Group Class B common stock and all shares of our Apollo Group Class B common stock are beneficially owned by affiliates. The table below sets forth the high and low bid share prices for our Apollo Group Class A common stock as reported by the NASDAQ Global Select Market.
High Low

2010 First Quarter Second Quarter Third Quarter Fourth Quarter 2011 First Quarter Second Quarter Third Quarter Fourth Quarter Holders As of August 31, 2011, there were approximately 244 registered holders of record of Apollo Class A common stock and four registered holders of record of Apollo Class B common stock. A substantially greater number of holders of Apollo Group Class A common stock are “street name” or beneficial holders, whose shares are held of record by banks, brokers and other financial institutions. Dividends Although we are permitted to pay dividends on our Apollo Class A and Apollo Class B common stock, subject to the satisfaction of applicable financial covenants in our principal credit facility, we have never paid cash dividends on our common stock. Dividends are payable at the discretion of the Board of Directors, and the Articles of Incorporation treat the declaration of dividends on the Apollo Class A and Apollo Class B common stock in an identical manner as follows: holders of our Apollo Class A common stock and Apollo Class B common stock are entitled to receive cash dividends, if and to the extent declared by the Board of Directors, payable to the holders of either class or both classes of common stock in equal or unequal per share amounts, at the discretion of the Board of Directors. We have no current plan to pay dividends in the near term. The decision of our Board of Directors to pay future dividends will depend on general business conditions, the effect of a dividend payment on our financial condition and other factors the Board of Directors may consider relevant. Recent Sales of Unregistered Securities None. 53 $ 76.86 65.72 66.69 53.21 $ 53.61 46.42 45.67 54.23 $ 52.79 53.59 52.20 38.39 $ 33.75 34.10 38.00 40.60

Table of Contents Securities Authorized for Issuance under Equity Compensation Plans The information required by Item 201(d) of Regulation S-K is provided under Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, which is incorporated herein by reference. Purchases of Equity Securities Our Board of Directors has authorized programs to repurchase shares of Apollo Class A common stock, from time to time depending on market conditions and other considerations. The share repurchases under these programs for the three months ended August 31, 2011 are as follows:
Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs Maximum Value of Shares Available for Repurchase Under the Plans or Programs

(in thousands, except per share data)

Total Number of Shares Repurchased (1)

Average Price Paid per Share

Treasury stock as of May 31, 2011 New authorizations Shares repurchased Shares reissued Treasury stock as of June 30, 2011 New authorizations Shares repurchased Shares reissued Treasury stock as of July 31, 2011 New authorizations Shares repurchased Shares reissued Treasury stock as of August 31, 2011
_______________________________________

50,952 — — (228) 50,724 — — (351) 50,373 — 7,734 (105) 58,002

$ 55.07 — — 55.07 $ 55.07 — — 55.07 $ 55.07 — 46.16 53.88 $ 53.88

50,952 — — (228) 50,724 — — (351) 50,373 — 7,734 (105) 58,002

$

357,711 — — — $ 357,711 — — — $ 357,711 — (357,000) $ — 711

(1) Shares repurchased in the above table exclude approximately 131,000 shares repurchased for $6.1 million during the three months ended August 31, 2011 related to tax withholding requirements on restricted stock units. These repurchases do not fall under the repurchase program described below, and therefore do not reduce the amount that is available for repurchase under that program. Please refer to Note 16, Shareholders’ Equity, in Item 8, Financial Statements and Supplementary Data, for additional information. As of August 31, 2011, approximately $0.7 million remained available under our share repurchase authorization. Subsequent to August 31, 2011, our Board of Directors authorized an increase in the amount available under our share repurchase program up to an aggregate amount of $500 million. The amount and timing of future share repurchase authorizations and repurchases, if any, will be made as market and business conditions warrant. Repurchases may be made on the open market through various methods including but not limited to accelerated share repurchase programs, or in privately negotiated transactions, pursuant to the applicable Securities and Exchange Commission rules, and may include repurchases pursuant to Securities and Exchange Commission Rule 10b5-1 nondiscretionary trading programs.

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Table of Contents Company Stock Performance The following graph compares the cumulative 5-year total return attained by shareholders on Apollo Class A common stock relative to the cumulative total returns of the S&P 500 index and a customized peer group of five companies that includes: Career Education Corp., Corinthian Colleges Inc., DeVry Inc., ITT Educational Services Inc., and Strayer Education Inc. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock, in the index, and in the peer group on August 31, 2006, and its relative performance is tracked through August 31, 2011.

*$100 invested on 8/31/06 in stock and index-including reinvestment of dividends. Fiscal year ending August 31. Source: Standard & Poor’s.
8/06 8/07 8/08 8/09 8/10 8/11

Apollo Group, Inc. S&P 500 Peer Group

100 100 100

117 115 154

127 102 155

129 84 175

85 88 108

93 104 110

The information contained in the performance graph shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission nor shall such information be deemed incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference into such filing. The stock price performance included in this graph is not necessarily indicative of future stock price performance.

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Item 6 — Selected Consolidated Financial Data The following selected consolidated financial data is qualified by reference to and should be read in conjunction with Item 8, Financial Statements and Supplementary Data, and Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, to fully understand factors that may affect the comparability of the information presented below. The consolidated statements of income data for fiscal years 2011, 2010 and 2009, and the consolidated balance sheets data as of August 31, 2011 and 2010, were derived from the audited consolidated financial statements, included herein. We have made certain changes in presentation to the financial data presented below associated with our disaggregation of operating expenses. For further discussion of these changes in presentation, refer to Note 3, Changes in Presentation, in Item 8, Financial Statements and Supplementary Data.

As of August 31, ($ in thousands) 2011 2010 2009 2008 2007

Consolidated Balance Sheets Data: Cash and cash equivalents and marketable securities Restricted cash and cash equivalents Long-term restricted cash and cash equivalents Total assets Current liabilities Long-term debt Long-term liabilities Total equity Total liabilities and shareholders’ equity $ 1,577,610 $ 379,407 $ — $ 3,269,706 $ 1,655,287 179,691 190,739 1,243,989 $ 3,269,706 $ 1,299,943 $ 444,132 $ 126,615 $ 3,601,451 $ 1,793,511 168,039 251,161 1,388,740 $ 3,601,451 $ 987,825 $ 432,304 $ — $ 3,263,377 $ 1,755,278 127,701 155,785 1,224,613 $ 3,263,377 $ 511,459 $ 384,155 $ — $ 1,860,412 $ 865,609 15,428 133,210 846,165 $ 1,860,412 $ 392,681 $ 296,469 $ — $ 1,449,863 $ 743,835 — 72,188 633,840 $ 1,449,863

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Year Ended August 31, (In thousands, except per share data) 2011 2010 2009 2008 2007

Consolidated Statements of Income Data: Net revenue Costs and expenses: Instructional and student advisory Marketing Admissions advisory General and administrative Provision for uncollectible accounts receivable Depreciation and amortization Goodwill and other intangibles impairment Restructuring and other charges Litigation (credit) charge, net Total costs and expenses Operating income Interest income Interest expense Other, net Income from continuing operations before income taxes Provision for income taxes Income from continuing operations

$ 4,733,022 1,774,087 655,362 415,386 355,751 181,297 159,006 219,927 22,913 (11,951) 3,771,778 961,244 3,222 (8,931) (1,588) 953,947 (420,638) 533,309 2,487 535,796 36,631 572,427 4.03 0.02 4.05 4.02 0.02 4.04 141,269 141,750

$ 4,925,819 1,733,134 623,743 466,358 301,116 282,628 145,564 184,570 — 177,982 3,915,095 1,010,724 2,920 (11,891) (685) 1,001,068 (464,063) 537,005 (15,424) 521,581 31,421 $ 553,002 $ $ $ $

$ 3,953,566 1,333,919 497,568 437,908 277,887 151,021 108,828 — — 80,500 2,887,631 1,065,935 12,591 (4,448) (7,151) 1,066,927 (456,720) 610,207 (16,377) 593,830 4,489 $ 598,319

$ 3,133,436 1,177,991 416,551 374,175 204,793 104,201 88,349 — — — 2,366,060 767,376 30,078 (3,450) 6,772 800,776 (314,025) 486,751 (10,824) 475,927 598 476,525

$ 2,721,812 1,045,713 341,538 311,622 189,391 120,614 80,926 — — — 2,089,804 632,001 31,172 (232) 672 663,613 (250,961) 412,652 (3,842) 408,810 — 408,810 2.39 (0.02) 2.37 2.38 (0.03) 2.35 172,309 173,603

Income (loss) from discontinued operations, net of tax Net income Net loss attributable to noncontrolling interests Net income attributable to Apollo $ Earnings (loss) per share — Basic: Continuing operations attributable to Apollo Discontinued operations attributable to Apollo Basic income per share attributable to Apollo Earnings (loss) per share — Diluted: Continuing operations attributable to Apollo Discontinued operations attributable to Apollo Diluted income per share attributable to Apollo Basic weighted average shares outstanding Diluted weighted average shares outstanding $ $ $ $

$

$

3.74 $ (0.10) 3.64 $

3.90 $ (0.11) 3.79 $

2.97 $ (0.07) 2.90 $

3.72 $ (0.10) 3.62 151,955 152,906 $

3.85 $ (0.10) 3.75 157,760 159,514 $

2.94 $ (0.07) 2.87 164,109 165,870 $

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Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help investors understand our results of operations, financial condition and present business environment. The MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and related notes included in Item 8, Financial Statements and Supplementary Data. The MD&A is organized as follows: • Overview: From management’s point of view, we discuss the following: • • • • • • • An overview of our business and the sectors of the education industry in which we operate; Key trends, developments and challenges; and Significant events from the current period.

Critical Accounting Policies and Estimates: A discussion of our accounting policies that require critical judgments and estimates. Recent Accounting Pronouncements: A discussion of recently issued accounting pronouncements. Results of Operations: An analysis of our results of operations as reflected on our consolidated financial statements. Liquidity, Capital Resources, and Financial Position: An analysis of cash flows and contractual obligations and other commercial commitments.

Overview Apollo is one of the world’s largest private education providers and has been a provider of education services for more than 35 years. We offer innovative and distinctive educational programs and services at the undergraduate, master’s and doctoral levels at our various campuses and learning centers, and online throughout the world. Our principal wholly-owned subsidiaries and subsidiaries that we control include the following: • • The University of Phoenix, Inc. (“University of Phoenix”), Apollo Global, Inc. (“Apollo Global”): • BPP Holdings, plc (“BPP”), • Western International University, Inc. (“Western International University”), • Universidad de Artes, Ciencias y Comunicación (“UNIACC”), • Universidad Latinoamericana (“ULA”), Institute for Professional Development (“IPD”), and The College for Financial Planning Institutes Corporation (“CFFP”).

• •

Substantially all of our net revenue is composed of tuition and fees for educational services. University of Phoenix represented 91% of our total consolidated net revenue and more than 100% of our operating income in fiscal year 2011. University of Phoenix generated 86% of its cash basis revenue for eligible tuition and fees during fiscal year 2011 from receipt of Title IV financial aid program funds, as calculated under the 90/10 Rule. We believe that a critical element of generating successful long-term growth and attractive returns for our stakeholders is to provide high quality educational products and services for our students in order for them to maximize the benefits of their educational experience. Accordingly, we are intensely focused on student success and more effectively identifying and enrolling students who have a greater likelihood to succeed in our educational programs. We are continuously enhancing and expanding our current service offerings and investing in academic quality. We have developed customized systems for academic quality management, faculty recruitment and training, student tracking, and marketing to help us more effectively manage toward this objective. We believe we utilize one of the most comprehensive postsecondary learning assessment programs in the U.S. We seek to improve student retention by enhancing student services, promoting instructional innovation and improving academic support. All of these efforts are designed to help our students stay in school and succeed. Key Trends, Developments and Challenges The following developments and trends present opportunities, challenges and risks as we work toward our goal of providing attractive returns for all of our stakeholders: • Initiative to Enhance Student Experience and Outcomes. We are intensely focused on improving student experiences and outcomes. In furtherance of this focus, in fiscal year 2010 we began to implement a number of important changes and initiatives to transition our business to more effectively support our students and improve their educational outcomes, which efforts have continued in fiscal year 2011. These initiatives include, but are not limited to, the 58

Table of Contents following: • • Upgrading our learning and data platforms; Adopting new tools to better support students’ financing decisions for educational costs, such as our Responsible Borrowing Calculator, which is designed to help students calculate the amount of student borrowing necessary to achieve their educational objectives and to motivate them to not incur unnecessary student loan debt; Refining our marketing approaches to more effectively identify students who have a greater likelihood to succeed in our educational programs, including reduced emphasis on the utilization of third parties for lead generation; Requiring all associate’s and bachelor’s students who enroll in University of Phoenix with fewer than 24 credits (one year of college credit) to first attend a free, three-week University Orientation program which is designed to help inexperienced prospective students better understand the time commitments and rigors of higher education prior to enrollment. After piloting the program for a year, we implemented this policy university-wide in November 2010; and Better aligning our admissions personnel and other employees with our students’ success, including eliminating all enrollment factors in evaluating the performance and any related compensation adjustments for our admissions personnel effective September 1, 2010. See Part I, Item 1A, Risk Factors - Risks Related to the Highly Regulated Industry in Which We Operate - Rulemaking by the U.S. Department of Education could materially and adversely affect our business.

•

•

•

We believe the 40.3% reduction in University of Phoenix aggregate New Degreed Enrollment in fiscal year 2011 compared to fiscal year 2010 is principally due to the change in the evaluation and compensation structure for our admissions personnel, the full implementation of University Orientation, and the changes in our marketing approach. We expect that these initiatives will continue to reduce University of Phoenix net revenues, operating income and cash flow in fiscal year 2012, and potentially beyond. However, we believe that many of these efforts are in the best interests of our students and, over the long-term, will improve student retention and completion rates, reduce bad debt expense, reduce the risks to our business associated with our regulatory environment, and position us for more stable long-term growth. • Regulatory Environment • Rulemaking Initiative. In November 2009, the U.S. Department of Education convened two negotiated rulemaking teams related to Title IV program integrity issues and foreign school issues. The resulting program integrity rules promulgated in October 2010 and June 2011 address numerous topics. The most significant for our business are the following: • • • Modification of the standards relating to the payment of incentive compensation to employees involved in student recruitment and enrollment; Implementation of standards for state authorization of institutions of higher education; Adoption of a definition of “gainful employment” for purposes of the requirement of Title IV student financial aid that a program of study offered by a proprietary institution prepare students for gainful employment in a recognized occupation; and Expansion of the definition of misrepresentation, relating to the Department’s authority under the Higher Education Act, as reauthorized, to suspend or terminate an institution’s participation in Title IV programs if the institution engages in substantial misrepresentation of the nature of its educational program, its financial charges, or the employability of graduates, and expansion of the sanctions that the Department may impose for engaging in a substantial misrepresentation.

•

Except for the gainful employment metrics discussed below, most of the rules were effective July 1, 2011. On June 13, 2011, the Department published final regulations, effective July 1, 2012, on the metrics for determining whether an academic program prepares students for gainful employment. The regulations establish three annual, program-level metrics: debt repayment rate, debt-to-discretionary income ratio, and debt-to-total earnings ratio. If an academic program fails all three metrics in a year, the institution must disclose the amount by which the program missed the minimum acceptable performance and the institution’s plan to improve the program. If an academic program fails all three metrics in two out of three years, the institution must inform students in the failing program that their debts may be unaffordable and the program may lose eligibility, and 59

Table of Contents must describe for students their available transfer options. If an academic program fails all three metrics in three out of four years, the academic program would become ineligible to participate in federal student financial aid programs for at least three years. We believe substantially all of our academic programs currently prepare students for gainful employment measured in the manner set forth in the final gainful employment regulations for purposes of continued eligibility to participate in federal student financial aid programs. The program integrity rules require a large number of reporting and operational changes. We believe we have substantially complied with the new reporting and disclosure requirements that were effective July 1, 2011, and we expect to be in substantial compliance with the remaining requirements by the respective effective dates. However, because of the scale and complexity of our educational programs, we may be unable to fully develop, test and implement all of the necessary modifications to our information management systems and administrative processes by the required dates. We may be subject to administrative or other sanctions if we are unable to comply with these reporting and disclosure requirements on a timely basis. In addition, these changes, individually or in combination, may impact our student enrollment, persistence and retention in ways that we cannot now predict and could adversely affect our business, financial condition, results of operations and cash flows. See Part I, Item IA, Risk Factors - Risks Related to the Highly Regulated Industry in Which We Operate Rulemaking by the U.S. Department of Education could materially and adversely affect our business. On May 5, 2011, the Department announced its intention to establish additional negotiated rulemaking committees to prepare proposed regulations under the Higher Education Act, as reauthorized. Three public hearings were conducted in May 2011 at which interested parties suggested issues that should be considered for action by the negotiating committees. The Department also conducted roundtable discussions to inform policy in the areas of teacher preparation and college completion. More information can be found at http://www2.ed.gov/ policy/highered/reg/hearulemaking/2011/index.html. On September 27, 2011, the Department published a Notice of Proposed Rulemaking (“NPRM”) to amend the regulations for institutional eligibility under the Higher Education Act, as reauthorized, and to streamline the application and approval process for new programs, as required by the October 2010 rules on gainful employment. After the public comment period ends on November 14, 2011, the Department will review and consider responses to the NPRM before publishing final regulations that would be effective by July 2013. • U.S. Congressional Hearings. Beginning last year, there has been increased focus by members of the U.S. Congress on the role that proprietary educational institutions play in higher education. In June 2010, the U.S. Senate Committee on Health, Education, Labor and Pensions (“HELP Committee”) held the first in a series of hearings to examine the proprietary education sector. At a subsequent hearing in August 2010, the Government Accountability Office (“GAO”) presented a report of its review of various aspects of the proprietary sector, including recruitment practices and the degree to which proprietary institutions’ revenue is composed of Title IV funding. Following the August hearing, Sen. Tom Harkin, the Chairman of the HELP Committee, requested a broad range of detailed information from 30 proprietary institutions, including University of Phoenix and other subsidiaries of Apollo Group. We have been and intend to continue being responsive to the requests of the HELP Committee. Sen. Harkin has held subsequent hearings and roundtable discussions, most recently on July 21, 2011, and we believe that future hearings may be held. On September 22, 2011, Sen. Tom Carper, the Chairman of the Senate Homeland Security and Government Affairs Subcommittee on Federal Financial Management, Government Information, Federal Services and International Security, held a hearing on “Improving Educational Outcomes for Our Military and Veterans,” focusing on the quality of education for the military and veterans population and the treatment of such funding for purposes of the 90/10 Rule calculation that, if enacted, would adversely impact our 90/10 Rule percentage. Sen. Carper suggested a follow-up roundtable discussion. In addition, other Congressional hearings or roundtable discussions are expected to be held regarding various aspects of the education industry that may affect our business. See Part I, Item 1A, Risk Factors - Risks Related to the Highly Regulated Industry in Which We Operate - Action by the U.S. Congress to revise the laws governing the federal student financial aid programs or reduce funding for those programs could reduce our student population and increase our costs of operation. 90/10 Rule. One requirement of the Higher Education Act, as reauthorized, commonly referred to as the “90/10 Rule,” applies to proprietary institutions such as University of Phoenix and Western International University. Under this rule, a proprietary institution will be ineligible to participate in Title IV programs if for any two consecutive fiscal years it derives more than 90% of its cash basis revenue, as defined in the rule, from Title IV programs. An institution that exceeds this limit for any single fiscal year will be automatically placed on provisional certification for two fiscal years and will be subject to possible additional sanctions determined to be appropriate under the circumstances by the U.S. Department of Education. While the Department has broad discretion to impose additional sanctions on such an institution, there is only limited precedent available to 60

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Table of Contents predict what those sanctions might be, particularly in the current regulatory environment. The Department could specify a wide range of additional conditions as a part of the provisional certification and the institution’s continued participation in Title IV programs. These conditions may include, among other things, restrictions on the total amount of Title IV program funds that may be distributed to students attending the institution; restrictions on programmatic and geographic expansion; requirements to obtain and post letters of credit; and additional reporting requirements to include additional interim financial reporting. Should an institution be subject to such provisional certification at the time that its program participation agreement expired, the effect on recertification of the institution or continued eligibility to participate in Title IV programs pending recertification is uncertain. The University of Phoenix 90/10 Rule percentage for fiscal year 2011 was 86%, which represented a 200 basis point decrease compared to fiscal year 2010. We believe the decrease is primarily attributable to the reduction in the proportion of our students who are enrolled in our associate’s degree programs, which historically have had a higher percentage of Title IV funds applied to eligible tuition and fees. We have also implemented in recent years various measures intended to reduce the percentage of University of Phoenix’s cash basis revenue attributable to Title IV funds, including emphasizing employer-paid and other direct-pay education programs, encouraging students to carefully evaluate the amount of necessary Title IV borrowing, and continued focus on professional development and continuing education programs. Although we believe these measures will favorably impact the 90/10 Rule percentage, they have had only limited impact to date. We have substantially no control over the amount of Title IV student loans and grants sought by or awarded to our students. Based on our most recent trends, we do not expect the 90/10 Rule percentage for University of Phoenix to exceed 90% for fiscal year 2012. However, the 90/10 Rule percentage for University of Phoenix remains near 90% and could exceed 90% in the future depending on the degree to which our various initiatives are effective, the impact of future changes in our enrollment mix, and regulatory and other factors outside our control, including any reduction in government tuition assistance for military personnel, including veterans, or changes in the treatment of such funding for purposes of the 90/10 Rule calculation. Any necessary further efforts to reduce the 90/10 Rule percentage for University of Phoenix, especially if the percentage exceeds 90% for a fiscal year, may involve taking measures which reduce our revenue, increase our operating expenses, or both, in each case perhaps significantly. In addition, we may be required to make structural changes to our business in the future in order to remain in compliance, which changes may materially alter the manner in which we conduct our business and materially and adversely impact our business, financial condition, results of operations and cash flows. Furthermore, these required changes could make more difficult our ability to comply with other important regulatory requirements, such as the cohort default rate regulations, which is discussed below. See Part I, Item 1A, Risk Factors - Risks Related to the Highly Regulated Industry in Which We Operate - Our schools and programs would lose their eligibility to participate in federal student financial aid programs if the percentage of our revenues derived from those programs is too high, in which event we could not conduct our business as it is currently conducted. • Student Loan Cohort Default Rates. To remain eligible to participate in Title IV programs, an educational institution’s student loan cohort default rates must remain below certain specified levels. Each cohort is the group of students who first enter into student loan repayment during a federal fiscal year (ending September 30). The currently applicable cohort default rate for each cohort is the percentage of the students in the cohort who default on their student loans prior to the end of the following federal fiscal year, which represents a two-year measuring period. An educational institution will lose its eligibility to participate in some or all Title IV programs if its student loan cohort default rate equals or exceeds 25% for three consecutive cohorts or 40% for any given cohort. If our student loan default rates approach these limits, we may be required to increase efforts and resources dedicated to improving these default rates. For University of Phoenix, the 2009 cohort default rate was 18.8%. We believe the University of Phoenix cohort default rate has been increasing over the past several years due to the challenging economic climate, the growth in our associate’s degree student population and changes in the manner in which student loans are serviced. Although we expect that the challenging economic environment will continue to put pressure on our student borrowers, we believe that our ongoing efforts to shift our student mix to a higher proportion of bachelor and graduate level students, the full implementation of our University Orientation program in November 2010 and our investment in student protection initiatives and repayment management services will help to stabilize and over time favorably impact our rates. Based on the available preliminary data, we do not expect the University of Phoenix or Western International University 2010 two-year cohort default rates to exceed 25%. See Part I, Item 1A, Risk Factors - Risks Related to the Highly Regulated Industry in Which We Operate - An increase in our student loan default rates could result in the loss of eligibility to participate in Title IV programs, which 61

Table of Contents would materially and adversely affect our business. • Federal and State Financial Aid Funding. In April 2011, President Obama signed the fiscal year 2011 spending bill, also known as the Continuing Resolution, which permanently eliminated year-round Pell Grant awards beginning with the 2011-2012 award year. The Continuing Resolution maintains the $5,550 maximum annual Pell Grant for the 2011-2012 award year. However, because the federal Pell Grant program is one of the largest non-defense discretionary spending programs in the federal budget, it is a target for reduction as Congress addresses the budget deficit. A reduction in the maximum annual Pell Grant amount or changes in eligibility could result in increased student borrowing, which would make it more difficult for us to comply with other important regulatory requirements, and could negatively impact enrollment. Any action by Congress that significantly reduces Title IV program funding, whether through across-the-board funding reductions, sequestration or otherwise, or materially impacts the eligibility of our institutions or students to participate in Title IV programs would have a material adverse effect on our enrollment, financial condition, results of operations and cash flows. Further, a reduction in government tuition assistance for military personnel, including veterans, or a change in the way such funding is treated for purposes of the 90/10 Rule may adversely impact our 90/10 Rule percentage, and may negatively impact enrollment. In addition to possible reductions in federal student financial aid, economic uncertainty over recent years has reduced the availability of state-funded student financial aid as many states face historic budget shortfalls. These reductions may reduce our enrollment and, to the extent that Title IV funds replace any state funding sources for our students, may adversely impact our 90/10 Rule percentage. See Part I, Item 1A, Risk Factors - Risks Related to the Highly Regulated Industry in Which We Operate - Action by the U.S. Congress to revise the laws governing the federal student financial aid programs or reduce funding for those programs could reduce our student population and increase our costs of operation and Part I, Item 1A, Risk Factors - Risks Related to the Highly Regulated Industry in Which We Operate - Risks Related to the Highly Regulated Industry in Which We Operate - Budget constraints in states that provide state financial aid to our students could reduce the amount of such financial aid that is available to our students, which could reduce our enrollment and adversely affect our 90/10 Rule percentage. Higher Learning Commission (“HLC”). In August 2010, University of Phoenix received a letter from HLC requiring University of Phoenix to provide certain information and evidence of compliance with HLC accreditation standards. The letter related to the August 2010 report published by the GAO of its undercover investigation into the enrollment and recruiting practices of a number of proprietary institutions of higher education, including University of Phoenix. We submitted the response to HLC in September 2010 and subsequently responded to further requests for information. In July 2011, HLC informed University of Phoenix that the Special Committee formed to review this matter had completed its work, concluding that based on its limited review, it found no apparent evidence of systematic misrepresentations to students or that University of Phoenix’s procedures in the areas of recruiting, financial aid and admissions are significantly inadequate or inappropriate. These were the areas on which HLC’s review was focused. HLC also stated that there remain significant questions as well as areas that University of Phoenix should work on improving. HLC indicated that these will be reviewed by the comprehensive evaluation team at its previously scheduled visit beginning in March 2012, which is its next comprehensive evaluation visit. See Part I, Item 1A, Risk Factors - Risks Related to the Highly Regulated Industry in Which We Operate - If we fail to maintain our institutional accreditation or if our institutional accrediting body loses recognition by the U.S. Department of Education, we could lose our ability to participate in Title IV programs, which would materially and adversely affect our business.

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Intelligently Expand Access into New Markets. We believe we can capitalize on opportunities to utilize our core expertise and organizational capabilities, both domestically and internationally. In particular, we have observed a growing demand for high quality postsecondary and other education services outside of the U.S. We intend to actively pursue quality opportunities to partner with or acquire existing institutions of higher learning where we believe we can achieve attractive long-term growth and value creation.

For a more detailed discussion of our business, industry and risks, refer to Item 1, Business, and Item 1A, Risk Factors. Fiscal Year 2011 Significant Events In addition to the items mentioned above, we experienced the following significant events during the fiscal year 2011: 1. University of Phoenix Academic Annual Report. In December 2010, University of Phoenix published its third Academic Annual Report which contains a variety of comparative performance measures related to student outcomes and university initiatives related to quality and accountability. University of Phoenix Program Review. In February 2011, University of Phoenix received an Expedited Final Program Review Determination Letter from the Department in respect of the Department’s December 2010 62

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Table of Contents program review. There were no significant adverse findings. The Department concluded that University of Phoenix has initiated or completed acceptable corrective actions in respect of each compliance item identified in the review and each finding had been closed. No economic or other sanctions were imposed. Additionally, the Department released our $126 million letter of credit during the third quarter of fiscal year 2011 previously posted in connection with our February 2009 program review. 3. Changes in Directors. The following changes in directors have occurred during fiscal year 2011: • During the second quarter of fiscal year 2011, Stephen J. Giusto resigned from the Board of Directors in connection with his acceptance of employment with Apollo in a senior management position to manage, expand and grow Apollo’s educational services offerings; During the second quarter of fiscal year 2011, James R. Reis ceased to serve as a director of Apollo when his term expired upon the annual meeting of our Class B shareholders; During the third quarter of fiscal year 2011, Darby Shupp was appointed to our Board of Directors; and During the fourth quarter of fiscal year 2011, Robert S. Murley was appointed to our Board of Directors.

• • • 4.

BPP Goodwill and Other Intangibles Impairment. During the second quarter of fiscal year 2011, we recorded impairment charges of BPP’s goodwill and other intangibles totaling $219.9 million. Refer to Note 10, Goodwill and Intangible Assets, in Item 8, Financial Statements and Supplementary Data, for additional information. Securities Class Action (Policeman’s Annuity and Benefit Fund of Chicago). In January 2008, a jury returned an adverse verdict against us and two remaining individual co-defendants in a securities class action lawsuit entitled, In re Apollo Group, Inc. Securities Litigation, Case No. CV04-2147-PHX-JAT, filed in the U.S. District Court for the District of Arizona, relating to alleged false and misleading statements in connection with our failure to publicly disclose the contents of a preliminary U.S. Department of Education program review report. After various post-trial challenges, the case was returned to the trial court in March 2011 to administer the shareholder claims process. In September 2011, we entered into an agreement in principle with the plaintiffs to settle the litigation for a payment of $145.0 million. The outcome of this legal proceeding remains uncertain including, but not limited to, the requirement that any settlement agreement must be approved by the court. Refer to Note 20, Commitments and Contingencies, in Item 8, Financial Statements and Supplementary Data, for additional information. Sale-Leaseback. On March 24, 2011, we entered into an agreement to sell our principal office buildings in Phoenix, Arizona plus the related land and parking facilities comprising approximately 600,000 square feet of office space for $169 million net of transaction fees. Pursuant to the agreement, we have simultaneously leased back the facilities for an initial term of 20 years, with four five-year renewal options. We are required to pay rent of $12 million for the initial year, which is increased 2% per year until the end of the initial lease term. We generated a gain on sale of $27.5 million, which has been deferred and is being recognized on a straight-line basis over the initial lease term. Based on the terms of the agreement, we have classified and are accounting for the lease as an operating lease. The classification as an operating lease required judgment and estimates in developing key assumptions that include, but are not limited to, the lease term, the discount rate used in discounting future lease payments and the economic useful life of the asset. Apollo Global Change in Management. During the second quarter of fiscal year 2011, Timothy F. Daniels was hired to serve as President of Apollo Global, succeeding Jeff Langenbach who accepted a new assignment with Apollo Group as both Chief of Staff for the Office of the CEO and Chief Administration Officer. Restructuring and Other Charges. During fiscal year 2011, we recorded restructuring and other charges totaling $22.9 million associated with a real estate rationalization plan and a strategic reduction in force. These initiatives were designed to streamline our operations and better align our operations with our business strategy, refined business model and outlook. Refer to Note 4, Restructuring and Other Charges, in Item 8, Financial Statements and Supplementary Data, for additional information. Arizona Department of Revenue. During the fourth quarter of fiscal year 2011, we executed a Closing Agreement with the Arizona Department of Revenue to settle a matter regarding apportionment of our income for state income tax purposes. Based on the settlement, we have foregone our refund claims of $51.5 million, paid or will pay $59.8 million, and realized a $43.3 million benefit. Refer to Note 15, Income Taxes, in Item 8, Financial Statements and Supplementary Data, for additional information.

5.

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10. Carnegie Learning, Inc. Acquisition. During the fourth quarter of fiscal year 2011, we entered into an agreement to acquire all of the stock of Carnegie Learning, Inc., a publisher of research-based math curricula and adaptive 63

Table of Contents learning for $75 million. In a separate transaction, we entered into an agreement to acquire related technology from Carnegie Mellon University for $21.5 million, payable over a 10-year period. These acquisitions were completed on September 12, 2011. The acquisitions allow us to accelerate our efforts to incorporate adaptive learning into our academic platform and to provide tools to help raise student achievement in mathematics, which supports improved retention and graduation rates. Given our postsecondary focus, we intend to evaluate strategic alternatives for the K-12 portion of the business in order to support Carnegie Learning’s continued success in this market. Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires management to make certain estimates, assumptions and judgments that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Our critical accounting policies involve a higher degree of judgments, estimates and complexity, and are detailed below. Revenue Recognition Our educational programs, primarily composed of University of Phoenix programs, are designed to range in length from oneday seminars to degree programs lasting up to four years. Students in University of Phoenix degree programs generally enroll in a program of study encompassing a series of five- to nine-week courses taken consecutively over the length of the program. Generally, students are billed on a course-by-course basis when the student first attends a session, resulting in the recording of a receivable from the student and deferred revenue in the amount of the billing. University of Phoenix students generally fund their education through loans and/or grants under various Title IV programs, tuition assistance from their employers, or personal funds. Net revenue consists principally of tuition and fees associated with different educational programs as well as related educational resources such as access to online materials, books, and study texts. Net revenue is shown net of discounts. Tuition benefits for our employees and their eligible dependents are included in net revenue and instructional and student advisory costs. Total employee tuition benefits were $97.0 million, $100.3 million and $90.5 million for fiscal years 2011, 2010 and 2009, respectively. The following table presents the components of our net revenue, and each component as a percentage of total net revenue, for the fiscal years 2011, 2010 and 2009:
Year Ended August 31, ($ in thousands) 2011 2010 2009

Tuition and educational services revenue Educational materials revenue Services revenue Other revenue Gross Revenue Less: Discounts Net revenue •

$ 4,570,983 320,780 76,500 23,139 4,991,402 (258,380) $ 4,733,022

96 % 7% 2% —% 105 % (5)% 100 %

$ 4,757,918 324,951 84,185 22,414 5,189,468 (263,649) $ 4,925,819

97 % 6% 2% —% 105 % (5)% 100 %

$ 3,815,014 226,388 83,238 28,249 4,152,889 (199,323) $ 3,953,566

96 % 6% 2% 1% 105 % (5)% 100 %

Tuition and educational services revenue encompasses both online and on-campus classroom-based learning. For our University of Phoenix operations, tuition revenue is recognized pro rata over the period of instruction as services are delivered to students. BPP recognizes tuition revenue as services are provided over the course of the program, which varies depending on the program structure. For our remaining Apollo Global operations, tuition revenue is generally recognized over the length of the course and/or program as applicable.

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Educational materials revenue relates to online course materials delivered to students over the period of instruction. Revenue associated with these materials is recognized pro rata over the period of the related course to correspond with delivery of the materials to students. Educational materials also includes the sale of various books, study texts, course notes, and CDs for which we recognize revenue when the materials have been delivered to and accepted by students or other customers. Services revenue represents net revenue generated by IPD, which provides program development, administration and 64

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Table of Contents management consulting services to private colleges and universities (“Client Institutions”) to establish or expand their programs for working learners. These services typically include degree program design, curriculum development, market research, certain student admissions services, accounting, and administrative services. Prior to July 1, 2011, IPD was typically paid a portion of the tuition revenue generated from these programs, and the portion of service revenue to which IPD was entitled under the terms of the contract was recognized as the services were provided. Under new U.S. Department of Education regulations, subsequent to July 1, 2011, IPD’s revenue is generated based on fixed fee contracts with Client Institutions and is recognized on a straight line basis over the term of the contract as the services are provided. The term for these fixed fee contracts range from one to five years with provisions for renewal thereafter. • Other revenue consists of the fees students pay when submitting an enrollment application, which, along with the related application costs associated with processing the applications, are deferred and recognized over the average length of time a student remains enrolled in a program of study. Other revenue also includes non-tuition generating revenues, such as renting classroom space and other student support services. Revenue from these sources is recognized as the services are provided. Discounts reflect reductions in charges for tuition or other fees from our standard rates and include military, corporate, and other employer discounts, along with institutional scholarships, grants and promotions.

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University of Phoenix’s refund policy permits students who attend 60% or less of a course to be eligible for a refund for the portion of the course they did not attend. Refunds result in a reduction in deferred revenue during the period that a student drops or withdraws from a class because associated tuition revenue is recognized pro rata over the period of instruction as the services are delivered. This refund policy applies to students in most, but not all states, as some states require different policies. Generally, net revenue varies from period to period based on several factors, including the aggregate number of students attending classes, the number of classes held during the period, and the tuition price per credit. Sales tax collected from students is excluded from net revenue. Collected but unremitted sales tax is included as a liability in our Consolidated Balance Sheets and is not material to our consolidated financial statements. Allowance for Doubtful Accounts We reduce accounts receivable by an allowance for amounts that we expect to become uncollectible in the future. Estimates are used in determining the allowance for doubtful accounts and are based on historical collection experience and current trends. In determining these amounts, we consider and evaluate the historical write-offs of our receivables. We monitor our collections and write-off experience to assess whether adjustments are necessary. When a student with Title IV loans withdraws, Title IV rules determine if we are required to return a portion of Title IV funds to the lenders. We are then entitled to collect these funds from the students, but collection rates for these types of receivables is significantly lower than our collection rates for receivables for students who remain in our educational programs. We routinely evaluate our estimation methodology for adequacy and modify it as necessary. In doing so, our objective is to cause our allowance for doubtful accounts to reflect the amount of receivables that will become uncollectible by considering our most recent collections experience, changes in trends and other relevant facts. In doing so, we believe our allowance for doubtful accounts reflects the most recent collections experience and is responsive to changes in trends. Our accounts receivable are written off once the account is deemed to be uncollectible, which typically occurs after outside collection agencies have pursued collection for approximately six months. We recorded bad debt expense of $181.3 million, $282.6 million and $151.0 million during fiscal years 2011, 2010 and 2009, respectively. Our allowance for doubtful accounts was $128.9 million and $192.9 million as of August 31, 2011 and 2010, respectively. For the purpose of sensitivity, a one percent change in our allowance for doubtful accounts as a percentage of gross student receivables as of August 31, 2011 would have resulted in a pre-tax change in income of $3.2 million. Additionally, if our bad debt expense were to change by one percent of total net revenue for the fiscal year ended August 31, 2011, we would have recorded a pre-tax change in income of approximately $47.3 million. Goodwill and Intangible Assets • Goodwill and Indefinite-Lived Intangible Assets — Goodwill represents the excess of the purchase price of an acquired business over the amount assigned to the assets acquired and liabilities assumed. At the time of an acquisition, we allocate the goodwill and related assets and liabilities to our respective reporting units. We identify our reporting units by assessing whether the components of our operating segments constitute businesses for which discrete financial information is available and segment management regularly reviews the operating results of those components. 65

Table of Contents Contents Table of Indefinite-lived intangibleintangible assets areat fair market value on their acquisition date and primarily include include Indefinite-lived assets are recorded recorded at fair market value on their acquisition date and primarily trademarks and foreign regulatoryregulatory accreditations and designations as athe BPP, UNIACC UNIACC and ULA trademarks and foreign accreditations and designations as a result of result of the BPP, and ULA acquisitions. indefinite lives to acquired acquired trademarks, accreditations and designations that we believe have acquisitions. We assignWe assign indefinite lives totrademarks, accreditations and designations that we believe have the ability to ability to generate cash flows indefinitely; have no legal, regulatory, contractual, or other the continued continued generate cash flows indefinitely; have no legal, regulatory, contractual, economic economic or other factors limiting life of the respective intangible asset; and when we when to intend to respective factors limiting the useful the useful life of the respective intangible asset; and intend werenew the renew the respective trademark, accreditation or designation and renewal can be accomplished at trademark, accreditation or designation and renewal can be accomplished at little cost. little cost. We assessWe assess and indefinite-lived intangibleintangibleleast annually for impairment or more frequentlyfrequently if goodwill goodwill and indefinite-lived assets at assets at least annually for impairment or more if events occur or circumstances change between annual tests that would more likely than the fair value of events occur or circumstances change between annual tests that would more likely than not reducenot reduce the fair value of the reporting reporting unit below its carrying the respectiverespective unit below its carrying amount. amount. • • Goodwill — We test for goodwill impairment at the reporting unit level by two-step two-step Goodwill — We test for goodwill impairment at the reporting unit level by applying aapplying atest. In thetest. In the first step, we compare the of the reporting reporting carrying carrying value of its If assets. first step, we compare the fair value fair value of the unit to theunit to thevalue of its net assets.netthe fair If the fair value of the reporting unit exceeds the carrying value assets of assets of the reporting unit, goodwill is not value of the reporting unit exceeds the carrying value of the net of the netthe reporting unit, goodwill is not impaired and testing is testing is required. If the carrying value assets of assets of the reporting unit impaired and no furtherno further required. If the carrying value of the net of the netthe reporting unit exceeds exceeds the of the reporting reporting unit, we second a second step which involves using a hypothetical the fair value fair value of the unit, we perform a performstep which involves using a hypothetical purchase purchase price to determine the implied fair value of the goodwill goodwill and compare it to the carrying value of the price allocation allocation to determine the implied fair value of the and compare it to the carrying value of the goodwill. goodwill. An impairment loss is recognized to the extent the implied fair value of the is less than the than the An impairment loss is recognized to the extent the implied fair value of the goodwill goodwill is less carrying the goodwill. Effective Effective September 1, 2011, we early adopted Accounting carrying amount ofamount of the goodwill. September 1, 2011, we early adopted Accounting Standards Standards Update (“ASU”) No. 2011-08, “Intangibles-Goodwill (Topic 350): Testing Goodwill Goodwill for Update (“ASU”) No. 2011-08, “Intangibles-Goodwill and Otherand Other (Topic 350): Testing for Impairment,” which allows, but does not require, assess qualitative factors to factors to whether it Impairment,” which allows, but does not require, us to first us to first assess qualitative determinedetermine whether it is to perform the two-step two-step quantitative goodwill impairment test above. Refer to Recent is necessary necessary to perform thequantitative goodwill impairment test discussed discussed above. Refer to Recent Accounting Pronouncements Significant Accounting Policies, Policies, Financial Statements and Accounting Pronouncements in Note 2,in Note 2, Significant Accountingin Item 8, in Item 8, Financial Statements and Supplementary Data. Supplementary Data. • Indefinite-lived assets — assets — The annual impairment test for indefinite-lived assets involves Indefinite-lived intangibleintangible The annual impairment test for indefinite-lived intangibleintangible assets involves a comparison of the fair value of the intangible asset with its carrying carrying value. If the carrying a comparison of the estimated estimated fair value of the intangible asset with itsvalue. If the carrying value of value of the asset exceeds its fair value, an value, an impairment loss is recognized in equal to that excess. the intangibleintangible asset exceeds its fair impairment loss is recognized in an amountan amount equal to that excess. We perform our annual indefinite-lived asset impairment tests on the same the same we perform We perform our annual indefinite-lived intangibleintangible asset impairment tests ondates that dates that we perform our annual goodwill impairment tests for the reporting reporting units. our annual goodwill impairment tests for the respectiverespective units.

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Our goodwill and indefinite-lived assets by assets by segment segment are summarized in the table Our goodwill and indefinite-lived intangibleintangible reportablereportableare summarized in the table below: below:
Indefinite-lived Indefinite-lived Annual Annual Goodwill asGoodwill as of August 31, of August 31, Intangibles Intangibles as of August 31, as of August 31, ImpairmentImpairment Test Date Test Date 2011 2011 2010 2010 2011 2011 2010 2010

($ in thousands) thousands) ($ in

University of Phoenix Phoenix University of Apollo Global —Global — BPP(1) Apollo BPP(1) Apollo Global —Global — Other Apollo Other UNIACC UNIACC ULA(1) ULA(1) Western International University Western International University Other Schools Schools Other CFFP CFFP
_______________________________________ _______________________________________
(1)

May 31 May 3137,018 $ 37,018 37,018 — $ — — $ $ 37,018 $ $ $ $ — July 1 July 1 50,694 50,694 241,204 241,204 97,662 97,662 114,330 114,330 May 31 May 3113,103 May 31 May 3115,591 May 31 May 31 1,581 August 31August 31 15,310 13,103 12,132 15,591 14,914 1,581 1,581 15,310 15,310 12,132 5,311 14,914 2,504 1,581 — 15,310 — 5,311 4,919 2,504 2,395 — — — — 4,919 2,395 — —

(1) We recorded impairment charges during theduring the second quarter of fiscal yearBPP's for BPP's and other and other We recorded impairment charges second quarter of fiscal year 2011 for 2011 goodwill goodwill intangibleintangible$197.7 of $197.7 million and $22.2 million, respectively. During fiscal year recorded recorded assets of assets million and $22.2 million, respectively. During fiscal year 2010, we 2010, we impairment charges ofcharges of $156.3 million and $19.6 million for BPP's and other intangibleintangible assets, impairment $156.3 million and $19.6 million for BPP's goodwill goodwill and other assets, respectively, and an $8.7 million impairment charge forcharge for ULA's goodwill. respectively, and an $8.7 million impairment ULA's goodwill.

The process ofprocess of evaluating theimpairment of goodwill is subjectivesubjective and requires significant judgment at The evaluating the potential potential impairment of goodwill is and requires significant judgment at many points during theduring theincluding including identification of our units, identification and allocation allocation of assets many points analysis, analysis, identification of our reporting reporting units, identification and of assets and liabilities to each of to each of our units and determination of fair value fair value of our units. Ourunits. Our goodwill and liabilities our reporting reporting units and determination of of our reporting reporting goodwill testing process includes the use of the use of industryvaluation methods, involvement of variousof various levels of testing process includes industry accepted accepted valuation methods, involvement levels of management in different operating operating to review and approve certain criteria and assumptions and, in certain in certain management in different functions functions to review and approve certain criteria and assumptions and, instances, instances, third-party valuation specialistsspecialists to assistanalysis. analysis. engaging engaging third-party valuation to assist with our with our To determinedetermine the fair value of our units, we primarily use an income-based approach consistingconsisting of a To the fair value of our reporting reporting units, we primarily use an income-based approach of a discounted cash flow cash flow method. We also consider aconsider a market-based or a combination of both of both discounted valuation valuation method. We also market-based approach approach or a combination 66 66

Table of Contents methods. The discounted cash flow valuation method consists of projecting future cash flows for a reporting unit, which may include developing one or multiple sets of cash flow scenarios and applying a reasonable weighting to those scenarios, calculating a terminal value, and discounting such cash flows by a risk-adjusted rate of return. Generally, the market-based approach incorporates information from comparable transactions in the market and publicly traded companies with similar operating and investment characteristics of the reporting unit to develop a multiple which is then applied to the operating performance of the reporting unit to determine value. The determination of fair value of our reporting units consists primarily of using unobservable inputs under the fair value measurement standards. We believe the most critical assumptions and estimates in determining the estimated fair value of our reporting units, include, but are not limited to, the amounts and timing of expected future cash flows for each reporting unit, the probability weightings assigned to cash flow scenarios, the discount rate applied to those cash flows, terminal growth rates, selection of comparable market multiples and applying weighting factors when a combination of valuation methods is used. The assumptions used in determining our expected future cash flows consider various factors such as historical operating trends particularly in student enrollment and pricing, the political environment the reporting unit operates in, anticipated economic and regulatory conditions and reasonable expectations for planned business, and operating strategies and initiatives over a long-term planning horizon. The discount rate used by each reporting unit is based on our assumption of a prudent investor’s required rate of return of assuming the risk of investing in a particular company in a specific country. The terminal growth rate reflects the sustainable operating income a reporting unit could generate in a perpetual state as a function of revenue growth, inflation and future margin expectations. We also believe the assumptions used in our goodwill impairment tests are consistent with a reasonable market participant view while employing the concept of highest and best use of the asset. If we determine our critical assumptions discussed above require revision or are adversely impacted, a potential goodwill impairment may result in the future. To determine the fair value of our trademark intangible assets we use the relief-from-royalty method. This method estimates the benefit of owning the intangible assets rather than paying royalties for the right to use a comparable asset. This method incorporates the use of significant judgments in determining both the projected revenues attributable to the asset, as well as the appropriate discount rate and royalty rates applied to those revenues to determine fair value. To fair value the accreditations and designations intangible assets, we primarily use the cost savings method which estimates the cost savings of owning the intangible asset rather than either creating the asset or not having the asset in place to be used in current operations. This method incorporates the use of significant judgments in determining the projected profit or replacement cost attributable to the asset and the appropriate discount rate. The determination of fair value of our indefinite-lived intangible assets consists primarily of using unobservable inputs under the fair value measurement standards. During fiscal year 2011, we completed our annual goodwill impairment tests for each of our reporting units and our annual indefinite-lived intangible asset impairment tests, as applicable. For our BPP reporting unit, we were required to perform an interim goodwill impairment test in the second quarter of fiscal year 2011, which resulted in recognizing goodwill and other intangibles impairment charges, as further discussed below. We did not record any impairment charges associated with our other reporting units as the estimated fair value of each of the reporting units exceeded the carrying value of their respective net assets as of their annual impairment test date. The excess as a percentage of fair value for University of Phoenix, UNIACC, Western International University and CFFP was at least 25%, and the excess for ULA was approximately 16% as of their respective annual impairment test dates. To determine the fair value for our University of Phoenix and Western International University reporting units, we used market multiple information and recent transaction data, if applicable, of comparable sized companies. For our CFFP reporting unit, we determined fair value using the discounted cash flow valuation method utilizing a 14.0% discount rate and 3% terminal growth rate. For our UNIACC and ULA reporting units, we determined fair value by using a combination of the discounted cash flow valuation method and the market-based approach, to which we applied weighting factors of 80% and 20%, respectively. Specifically, for our UNIACC and ULA reporting units, the key assumptions used in our analysis include the following: • Projected net revenue growth at UNIACC through its established online and working learner educational programs, and projected net revenue growth at ULA through its working learner educational programs offered through a blend of on-campus and online modalities. If the projected revenue growth from these programs does not materialize, we may be required in the future to record impairment charges for our goodwill and intangible assets. Discount rates for UNIACC and ULA of 15.5% and 16.5%, respectively, and a terminal growth rate of 5% for both reporting units. For sensitivity purposes, a 100 basis point change in either of these assumptions 67

•

Table of Contents would not have resulted in the carrying value exceeding the fair value for either reporting unit as of their May 31, 2011 annual impairment test date. Our UNIACC and ULA reporting units also have indefinite-lived intangible assets consisting of trademarks and accreditations totaling $7.8 million as of August 31, 2011. We performed a fair value analysis of these indefinitelived intangible assets as of the May 31, 2011 annual impairment test date and determined there was no impairment. BPP Reporting Unit During the second quarter of fiscal year 2011, BPP experienced lower than expected rates of enrollment for its accounting and finance professional training programs. As a result, we revised our outlook for BPP and reduced forecasted revenues and operating cash flows for the remainder of fiscal year 2011. The majority of students take multiple years to complete these programs and, as a result, the lower than expected rates of enrollment in these programs are expected to negatively impact revenue growth for the next couple of years. In addition, we also reduced our forecasts for future years from what we had previously anticipated, as we now believe that we will likely experience further near term declines. Currently, accounting and finance professional training programs account for approximately one-half of BPP’s revenues and a significant portion of BPP’s operating cash flows. For these reasons, we performed an interim goodwill impairment analysis for BPP in the second quarter of fiscal year 2011. To determine the fair value of our BPP reporting unit in our interim step one analysis, we used a combination of the discounted cash flow valuation method and the market-based approach and applied weighting factors of 80% and 20%, respectively. We used assumptions in our interim step one analysis to reflect what we believe to be a reasonable market participant’s view of the increased uncertainty in the broader market conditions impacting BPP. Specifically, the key assumptions used in our revised cash flow estimates include the following: • • the markets in which BPP’s professional training programs operate in will experience further declines in the near term, and a recovery in the market for such programs will take longer than previously expected, decreased our pricing assumptions for degree programs at BPP’s University college, given the emerging competitive landscape and the implementation of the U.K. government’s review of funding for higher education, and a significant increase in revenues over a long-term horizon at BPP’s University College, and a 13.5% discount rate and 3.0% terminal growth rate.

• •

Incorporating these assumptions into our interim step one goodwill impairment analysis resulted in a lower estimated fair value for the BPP reporting unit as compared to its carrying value. This was the second time that we had received new information that has caused us to revise our forecasts for BPP and record impairment charges, as we recorded goodwill and other intangibles impairment charges of $175.9 million in fiscal year 2010. See Note 10, Goodwill and Intangible Assets, in Item 8, Financial Statements and Supplementary Data, for further discussion. Accordingly, we performed an interim step two analysis which required us to fair value BPP’s assets and liabilities, including identifiable intangible assets, using the fair value derived from the interim step one analysis as the purchase price in a hypothetical acquisition of the BPP reporting unit. The significant hypothetical purchase price adjustments included in the step two analysis consisted of: • • Adjusting the carrying value of land and buildings included in property and equipment to estimated fair value using the market approach and based on appraisals. Adjusting the carrying value of the trademark and accreditations and designation indefinite-lived intangible assets to estimated fair value using the valuation methods discussed above. Our interim impairment tests for these indefinite-lived intangible assets utilized the same assumptions used in the BPP reporting unit goodwill impairment analysis which resulted in a lower fair value estimate for BPP’s trademark. Adjusting all other finite-lived intangible assets to estimated fair value using a variety of methods under the income approach. As a result of this analysis, we determined that all significant finite-lived intangible assets were not impaired in the second quarter of fiscal year 2011.

•

Based on our analysis, we recorded impairment charges during the second quarter of fiscal year 2011 for BPP’s goodwill and trademark of $197.7 million and $22.2 million, respectively. As BPP’s goodwill is not deductible for tax purposes, we did not record a tax benefit associated with the goodwill impairment charge. In the second quarter of fiscal year 2011, BPP’s goodwill and other intangibles impairment charges in the aggregate approximate $213.9 68

Table of Contents million (net of $6.0 million benefit for income taxes associated with the other intangibles impairment charge). In the fourth quarter of fiscal year 2011, we performed our annual goodwill impairment for BPP. There have been no significant changes within BPP or the U.K. that we believe would have a meaningful impact on our cash flow estimates and other significant assumptions used in the interim impairment test performed in the second quarter of fiscal year 2011 discussed above. Accordingly, for the purpose of performing the annual goodwill impairment as of July 1, 2011, we utilized a similar valuation methodology and underlying assumptions. BPP’s goodwill was determined to not be impaired and the excess as a percentage of fair value was approximately 23%. Additionally, we completed our annual impairment tests for the indefinite-lived assets at BPP and determined there was no impairment. Although our projections used in both our interim and annual goodwill impairment tests assume that the markets in which BPP operates will ultimately stabilize, we may be required to record additional impairment charges for BPP’s remaining goodwill and other intangibles balances of $50.7 million and $110.4 million, respectively, if there are further deteriorations in these markets, if economic conditions in the U.K. further decline, or we are unable to achieve the projected growth in future enrollment and related revenue at BPP’s University College. • Finite-Lived Intangible Assets — Finite-lived intangible assets that are acquired in business combinations are recorded at fair market value on their acquisition date and are amortized on either a straight-line basis or using an accelerated method to reflect the pattern in which the economic benefits of the asset are consumed. The weighted average useful life of our finite-lived intangible assets that are not fully amortized as of August 31, 2011 is 5.2 years. At August 31, 2011 and 2010, our finite-lived intangible asset balances were $15.6 million and $28.9 million, respectively. Other Long-Lived Asset Impairments We evaluate the carrying amount of our major other long-lived assets, including property and equipment and finite-lived intangible assets, whenever changes in circumstances or events indicate that the value of such assets may not be fully recoverable. Excluding the impairment charges discussed in Note 4, Restructuring and Other Charges, in Item 8, Financial Statements and Supplementary Data, we did not recognize any impairment charges for our other long-lived assets during fiscal years 2011 and 2010. At August 31, 2011, we believe the carrying amounts of our remaining other long-lived assets are fully recoverable and no impairment exists. Loss Contingencies We are subject to various claims and contingencies which are in the scope of ordinary and routine litigation incidental to our business, including those related to regulation, litigation, business transactions, employee-related matters and taxes, among others. When we become aware of a claim or potential claim, the likelihood of any loss or exposure is assessed. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, we record a liability for the loss. The liability recorded includes probable and estimable legal costs incurred to date and future legal costs to the point in the legal matter where we believe a conclusion to the matter will be reached. If the loss is not probable or the amount of the loss cannot be reasonably estimated, we disclose the claim if the likelihood of a potential loss is reasonably possible and the amount of the potential loss could be material. For matters where no loss contingency is recorded, our policy is to expense legal fees as incurred. The assessment of the likelihood of a potential loss and the estimation of the amount of a loss are subjective and require judgment. Accounting for Income Taxes The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the new rate is enacted. We record a valuation allowance to reduce deferred tax assets to the amount that we believe is more likely than not to be realized. The determination of our uncertain tax positions requires us to make significant judgments. We evaluate and account for uncertain tax positions using a two-step approach. Recognition (step one) occurs when we conclude that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination. Measurement (step two) determines the amount of benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Derecognition of a tax position that was previously recognized would occur when we subsequently determine that a tax position no longer meets the more likely than not threshold of being sustained. We do not use a valuation allowance as a substitute for derecognition of tax positions. Our total unrecognized tax benefits, excluding interest 69

Table of Contents and penalties, were $25.8 million and $166.0 million as of August 31, 2011 and 2010, respectively. The decrease in our unrecognized tax benefits from August 31, 2010 is principally due to resolution regarding the apportionment of income for state income tax purposes. Refer to Note 15, Income Taxes, in Item 8, Financial Statements and Supplementary Data, for additional information. Share-Based Compensation We measure and recognize compensation expense for all share-based awards issued to faculty, employees and directors based on estimated fair values of the share awards on the date of grant. We record compensation expense, net of forfeitures, for all share-based awards over the requisite service period using the straight-line method for awards with only a service condition, and the graded vesting attribution method for awards with service and performance conditions. We calculate the fair value of share-based awards on the date of grant. For stock options, we typically use the Black-ScholesMerton option pricing model to estimate fair value. The Black-Scholes-Merton option pricing model requires us to estimate key assumptions such as expected term, volatility, risk-free interest rates and dividend yield to determine the fair value of stock options, based on both historical information and management judgment regarding market factors and trends. The expected term of options represents the period of time that the options granted are expected to be outstanding. Prior to fiscal year 2011, we generally used the simplified mid-point method to estimate the expected term of stock options based on our determination that the terms and exercise behavior of our stock options had changed significantly in recent periods, causing our historical exercise data to not be reflective of our expectations of future exercise behavior. The simplified method uses the mid-point between the vesting and contractual terms of the stock options. During fiscal year 2011, we estimated the expected term of our stock options granted based primarily on the vesting period of the awards and historical exercise behavior, which did not result in a significant change in our expected term assumption compared to prior years. For share-based awards with performance conditions, such as our Performance Share Awards described in Note 18, Stock and Savings Plans, in Item 8, Financial Statements and Supplementary Data, we measure the fair value of such awards as of the date of grant and amortize share-based compensation expense for our estimate of the number of shares expected to vest. Our estimate of the number of shares that will vest is based on our determination of the probable outcome of the performance condition, which requires considerable judgment. We record a cumulative adjustment to share-based compensation expense in periods that we change our estimate of the number of shares expected to vest. Additionally, we ultimately adjust the expense recognized to reflect the actual vested shares following the resolution of the performance conditions. We estimate expected forfeitures of share-based awards at the grant date and recognize compensation cost only for those awards expected to vest. We estimate our forfeiture rate based on several factors including historical forfeiture activity, expected future employee turnover, and other qualitative factors. We ultimately adjust this forfeiture assumption to actual forfeitures. Therefore, changes in the forfeiture assumptions do not impact the total amount of expense ultimately recognized over the requisite service period. Rather, different forfeiture assumptions only impact the timing of expense recognition over the requisite service period. If the actual forfeitures differ from management estimates, additional adjustments to compensation expense are recorded. We used the following weighted average assumptions in the Black-Scholes-Merton option pricing model for stock options granted in the respective fiscal years:
Year Ended August 31, 2011 2010 2009

Weighted average fair value Expected volatility Expected life (years) Risk-free interest rate Dividend yield

$

16.71 46.8% 4.2 1.4% 0.0%

$

17.30 $ 48.6% 4.2 1.5% 0.0%

27.32 47.7% 4.2 2.2% 0.0%

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Table of Contents The assumptions that have the most significant effect on the fair value of the stock option grants and therefore, share-based compensation expense, are the expected life and expected volatility. The following table illustrates how changes to these assumptions would affect the weighted average fair value per option as of the grant date for the 650,000 options granted during fiscal year 2011:
Expected Volatility Expected Life (Years) 42.1% 46.8% 51.5%

3.7 4.2 4.7 Recent Accounting Pronouncements

$ 14.30 15.26 16.12

$ 15.72 16.71 17.63

$ 17.07 18.12 19.10

Please refer to Note 2, Significant Accounting Policies, in Item 8, Financial Statements and Supplementary Data, for recent accounting pronouncements. Results of Operations We have included below a discussion of our operating results and significant items explaining the material changes in our operating results during fiscal years 2011, 2010 and 2009. As discussed in the Overview of this MD&A, our initiatives to enhance the student experience and outcomes and maintain compliance with new regulatory requirements have adversely impacted our fiscal year 2011 net revenue, operating income, and cash flow, as well as University of Phoenix New Degreed Enrollment and Degreed Enrollment. However, we believe that many of these efforts are in the best interests of our students and, over the long-term, will improve student persistence and completion rates and therefore reduce bad debt expense, reduce our risk associated with our regulatory environment, and position us for more stable long-term growth. Our operations are generally subject to seasonal trends. We experience, and expect to continue to experience, fluctuations in our results of operations as a result of seasonal variations in the level of our institutions’ enrollments. Although University of Phoenix enrolls students throughout the year, its net revenue is generally lower in our second fiscal quarter (December through February) than the other quarters due to holiday breaks. Effective during the first quarter of fiscal year 2011, we revised our presentation of operating expenses and changed our presentation of prior periods to conform to our revised presentation. There were no changes to total operating expenses or operating income as a result of these changes in presentation. Refer to Note 3, Changes in Presentation, in Item 8, Financial Statements and Supplementary Data. We categorize our operating expenses as follows: • Instructional and student advisory – consist primarily of costs related to the delivery and administration of our educational programs and include costs related to faculty, student advisory and administrative compensation, classroom and administration lease expenses (including facilities that are shared and support both instructional and admissions functions), financial aid processing costs, costs related to the development of our educational programs and other related costs. Tuition costs for all employees and their eligible family members are recorded as an expense within instructional and student advisory. Marketing – the substantial majority of costs consist of advertising expenses, compensation for marketing personnel including personnel responsible for establishing relationships with selected employers, which we refer to as our Workforce Solutions team, and production of marketing materials. The category also includes other costs directly related to marketing functions. Admissions advisory – the substantial majority of costs consist of compensation for admissions personnel. The category also includes other costs directly related to admissions advisory functions. General and administrative – consist primarily of corporate compensation, occupancy costs, legal and professional fees, and other related costs. Provisions for uncollectible accounts receivable – consist of expense charged to reduce our accounts receivable to our estimate of the amount we expect to collect. Depreciation and amortization – consist of depreciation expense on our property and equipment and amortization of our finite-lived intangible assets. 71

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Table of Contents

Fiscal Year 2011 Compared to Fiscal Year 2010 Analysis of Consolidated Statements of Income The table below details our consolidated results of operations. For a more detailed discussion by reportable segment, refer to our Analysis of Operating Results by Reportable Segment.
% of Net Revenue Year Ended August 31, ($ in thousands) 2011 2010 Year Ended August 31, 2011 2010 % Change

Net revenue Costs and expenses: Instructional and student advisory Marketing Admissions advisory General and administrative Provision for uncollectible accounts receivable Depreciation and amortization Goodwill and other intangibles impairment Restructuring and other charges Litigation (credit) charge, net Total costs and expenses Operating income Interest income Interest expense Other, net Income from continuing operations before income taxes Provision for income taxes Income from continuing operations Income (loss) from discontinued operations, net of tax Net income Net loss attributable to noncontrolling interests Net income attributable to Apollo
_______________________________________

4,733,022 1,774,087 655,362 415,386 355,751 181,297 159,006 219,927 22,913 (11,951) 3,771,778 961,244 3,222 (8,931) (1,588) 953,947 (420,638) 533,309 2,487 535,796 36,631 572,427

4,925,819 1,733,134 623,743 466,358 301,116 282,628 145,564 184,570 — 177,982 3,915,095 1,010,724 2,920 (11,891) (685) 1,001,068 (464,063) 537,005 (15,424) 521,581 31,421 553,002

100.0 % 37.5 % 13.9 % 8.8 % 7.5 % 3.8 % 3.4 % 4.6 % 0.5 % (0.3)% 79.7 % 20.3 % 0.1 % (0.2)% —% 20.2 % (8.9)% 11.3 % —% 11.3 % 0.8 % 12.1 %

100.0 % 35.2 % 12.7 % 9.5 % 6.1 % 5.7 % 3.0 % 3.7 % —% 3.6 % 79.5 % 20.5 % 0.1 % (0.3)% —% 20.3 % (9.4)% 10.9 % (0.3)% 10.6 % 0.6 % 11.2 %

(3.9)% 2.4 % 5.1 % (10.9)% 18.1 % (35.9)% 9.2 % * * * (3.7)% (4.9)% 10.3 % 24.9 % * (4.7)% 9.4 % (0.7)% * 2.7 % 16.6 % 3.5 %

* not meaningful Net Revenue

Our net revenue decreased $192.8 million, or 3.9%, in fiscal year 2011 compared to fiscal year 2010. The decrease was primarily attributable to University of Phoenix’s 3.9% decrease in net revenue principally due to lower University of Phoenix enrollment, partially offset by selective tuition price and other fee changes. See further discussion of net revenue by reportable segment below at Analysis of Operating Results by Reportable Segment. Instructional and Student Advisory Instructional and student advisory increased $41.0 million, or 2.4% in fiscal year 2011 compared to fiscal year 2010, which represents a 230 basis point increase as a percentage of net revenue. The increase in expense was primarily due to various strategic initiatives implemented to more effectively support our students and improve their educational outcomes. These initiatives have increased compensation related to many student advisory and infrastructure support functions, and increased curriculum development and delivery costs. These costs were partially offset by lower faculty costs resulting from lower University of Phoenix and Apollo Global enrollment. Marketing Marketing increased $31.6 million, or 5.1%, in fiscal year 2011 compared to fiscal year 2010, which represents a 120 basis 72

Table of Contents point increase as a percentage of net revenue. The increase in expense was due to higher advertising expenditures resulting from increased investment in non-Internet branding, and increased costs associated with our efforts to more effectively identify students who have a greater likelihood to succeed in our educational programs. Additionally, advertising rates for traditional and online media increased due to more competition in the education sector and increases in advertising rates from improving general media market conditions. Admissions Advisory Admissions advisory decreased $51.0 million, or 10.9%, in fiscal year 2011 compared to fiscal year 2010, which represents a 70 basis point decrease as a percentage of net revenue. The decrease as a percentage of net revenue was a result of lower admissions advisory headcount partially attributable to a strategic reduction in force during the first quarter of fiscal year 2011. See further discussion at Restructuring and Other Charges below. The decrease in admissions advisory was partially offset by higher average employee compensation costs. General and Administrative General and administrative expenses increased $54.6 million, or 18.1%, in fiscal year 2011 compared to fiscal year 2010, which represents a 140 basis point increase as a percentage of net revenue. The increase as a percentage of net revenue was primarily attributable to higher employee compensation costs and expenses associated with investment in our information technology resources and capabilities. Provision for Uncollectible Accounts Receivable Provision for uncollectible accounts receivable decreased $101.3 million in fiscal year 2011 compared to fiscal year 2010, which represents a 190 basis point decrease as a percentage of net revenue. The decrease was primarily attributable to the following: • • reductions in gross accounts receivable principally resulting from decreases in University of Phoenix enrollment; a decrease in the proportion of our receivables that are attributable to students enrolled in associate’s degree programs. Our collection rates for such students are generally lower compared to students enrolled in bachelor’s and graduate level programs; and requiring all students who enroll in University of Phoenix with fewer than 24 credits to first attend University Orientation, which we believe has improved student retention. See Overview in this MD&A for further discussion of University Orientation.

•

Improved collection rates for aged receivables at University of Phoenix also contributed to the decrease. The improved collection rates are in part due to initiatives University of Phoenix is currently implementing to improve its related processes. Depreciation and Amortization Depreciation and amortization increased $13.4 million in fiscal year 2011 compared to fiscal year 2010, which represents a 40 basis point increase as a percentage of net revenue. The increase was primarily due to increased capital expenditures during fiscal years 2011 and 2010 related to information technology, network infrastructure, and software. This was partially offset by a decrease in amortization of BPP intangible assets. Goodwill and Other Intangibles Impairment During fiscal year 2011, we recorded impairment charges of BPP’s goodwill and other intangible assets of $197.7 million and $22.2 million, respectively. Refer to Critical Accounting Policies and Estimates in this MD&A. During fiscal year 2010, we recorded goodwill impairment charges for BPP and ULA of $156.3 million and $8.7 million, respectively. We also recorded a $19.6 million impairment of BPP’s other intangibles during fiscal year 2010.

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Table of Contents Restructuring and Other Charges We implemented a strategic reduction in force in November 2010 and a real estate rationalization plan in the fourth quarter of fiscal year 2011. These initiatives, which are discussed further below, were designed to streamline our operations and better align our operations with our business strategy, refined business model and outlook. The following table details the charges incurred in fiscal year 2011:
($ in thousands)

Real estate rationalization - Lease obligation costs, net Real estate rationalization - Asset impairments Reduction in force - Severance and other benefits Restructuring and other charges •

Charge for Year Ended August 31, 2011 $ 13,052 6,015 3,846 $ 22,913

Real Estate Rationalization - During the fourth quarter of fiscal year 2011, we initiated a plan to rationalize our real estate portfolio in Phoenix, Arizona through space consolidation and reorganization. The plan consists of abandoning all, or a portion of, four leased facilities, all of which are classified as operating leases. As of August 31, 2011, we were not using one of the facilities and we determined will no longer derive a future economic benefit from the facility. Accordingly, we accrued $13.1 million representing the fair value of our future contractual lease obligation under the respective operating lease. We measured the lease obligation at fair value using a discounted cash flow approach encompassing significant unobservable inputs. The estimation of future cash flows includes non-cancelable contractual lease costs over the remaining term of the lease, partially offset by estimated future sublease rental income, which involves significant judgment. Our estimate of the amount and timing of sublease rental income considered current commercial real estate market data and conditions, comparable transaction data and qualitative factors specific to the facility. We also wrote-off $6.0 million of certain assets, including leasehold improvements, at the facility for which we do not expect a future economic benefit. The lease obligation and asset impairment charges are included in our University of Phoenix reportable segment. With respect to this facility, we estimate we will incur approximately $5 million of additional restructuring costs associated with future accretion of the discounted liability over the remaining lease term. Our estimates of our net lease obligation and future accretion expense could be subject to adjustment as market conditions change or as new information becomes available, including the execution of sublease agreements. We expect to abandon the remaining three facilities in fiscal year 2012 and incur approximately $15 million to $20 million of additional charges associated with initially recognizing the net lease obligations and other costs. The majority of these charges will be recorded on the respective cease-use dates for each facility and will be included in our University of Phoenix reportable segment. We expect our rationalization plan will save approximately $10 million to $15 million in annualized operating lease costs for the next several years.

•

Reduction in Force - We implemented a strategic reduction in force primarily at University of Phoenix in November 2010 that eliminated approximately 700 full-time positions, principally among admissions personnel. In connection with this reduction in force, we incurred a $3.8 million charge consisting of severance and other fringe benefit costs. This charge is included in our University of Phoenix reportable segment and was paid in the second quarter of fiscal year 2011.We began realizing related employee compensation expense reductions of approximately $8 million per quarter beginning in the second quarter of fiscal year 2011.

Litigation (Credit) Charge, Net We recorded a net credit of $16.2 million in fiscal year 2011 principally due to an agreement in principle to settle the Securities Class Action (Policeman’s Annuity and Benefit Fund of Chicago). The outcome of this legal proceeding remains uncertain including, but not limited to, the requirement that any settlement agreement must be approved by the court. This was partially offset by a charge in fiscal year 2011 of an immaterial amount associated with another legal matter. In fiscal year 2010, we recorded $178.0 million of charges associated with the Securities Class Action (Policeman’s Annuity and Benefit Fund of Chicago). See Note 20, Commitments and Contingencies, in Item 8, Financial Statements and Supplementary Data. Interest Income Interest income was essentially flat in fiscal year 2011 compared to fiscal year 2010. Interest Expense Interest expense decreased $3.0 million in fiscal year 2011 compared to fiscal year 2010 primarily due to a decrease in average borrowings at Apollo Global’s subsidiaries. 74

Table of Contents Other, Net Other, net in fiscal years 2011 and 2010 primarily consists of net foreign currency losses related to our international operations. Provision for Income Taxes Our income tax rate for continuing operations for fiscal year 2011 was 44.1% compared to 46.4% for fiscal year 2010. The decrease was primarily attributable to the following: • Our state effective rate for fiscal year 2011 was 1.8% compared to 6.3% in fiscal year 2010. Prior to fiscal year 2011, our state effective rate was adversely affected by uncertainty related to the apportionment of income for Arizona corporate income tax purposes. During the fourth quarter of fiscal year 2011, we executed a Closing Agreement with the Arizona Department of Revenue to settle a matter regarding apportionment of our income for state income tax purposes. Based on the settlement, we have foregone our refund claims of $51.5 million, paid or will pay $59.8 million, and realized a $43.3 million benefit. The realized benefit encompassed prior years and fiscal year 2011. The settlement also provides an agreed upon sales factor sourcing methodology through 2020. Our state effective rate for fiscal years 2011 and 2010 would have been approximately 4.7% using an apportionment methodology consistent with our agreement with the Arizona Department of Revenue. See Note 15, Income Taxes, in Item 8, Financial Statements and Supplementary Data; A $9.6 million tax benefit recorded in fiscal year 2011 associated with resolution with the Internal Revenue Service regarding the deductibility of payments made to settle a lawsuit in fiscal year 2010; and A $7.3 million tax benefit related to the closure of Meritus in fiscal year 2011.

• •

The decrease was partially offset by an $11.4 million tax benefit recorded in fiscal year 2010 associated with our settlement of a dispute with the Internal Revenue Service relating to the deduction of certain stock option compensation on our U.S. federal income tax returns beginning in fiscal year 2003. In addition, while our effective rate in both fiscal year 2011 and 2010 was adversely impacted by the non-deductible goodwill impairment charges discussed above, this impact was greater in fiscal year 2011 as a percentage of pre-tax book income. Income (loss) from Discontinued Operations, Net of Tax Income (loss) from discontinued operations, net of tax, relates to our Insight Schools business, which we sold in the second quarter of fiscal year 2011. Refer to Note 5, Discontinued Operations, in Item 8, Financial Statements and Supplementary Data. Net Loss Attributable to Noncontrolling Interests The net loss attributable to noncontrolling interests during fiscal years 2011 and 2010 was primarily due to Apollo Global’s noncontrolling shareholder’s portion of goodwill and other intangibles impairment charges discussed above.

75

Table of Contents Analysis of Operating Results by Reportable Segment The table below details our operating results by reportable segment for the periods indicated:
Year Ended August 31, ($ in thousands) 2011 2010 $ Change % Change

Net revenue University of Phoenix Apollo Global: BPP Other Total Apollo Global Other Schools Corporate(1) Total net revenue Operating income (loss) University of Phoenix Apollo Global: BPP Other Total Apollo Global Other Schools Corporate(1) Total operating income
_______________________________________

$ 4,322,670 244,181 75,800 319,981 88,517 1,854 $ 4,733,022 $ 1,270,468 (224,335) (37,750) (262,085) 6,870 (54,009) $ 961,244

$ 4,498,325 251,743 78,253 329,996 95,706 1,792 $ 4,925,819 $ 1,447,636 (186,552) (31,147) (217,699) 9,201 (228,414) $ 1,010,724

$

(175,655) (7,562) (2,453) (10,015) (7,189)

(3.9)% (3.0)% (3.1)% (3.0)% (7.5)% 3.5 % (3.9)% (12.2)% (20.3)% (21.2)% (20.4)% (25.3)% * (4.9)%

$ $

62 (192,797) (177,168) (37,783) (6,603) (44,386) (2,331)

$

174,405 (49,480)

* not meaningful
(1)

The Corporate caption in our segment reporting includes adjustments to reconcile segment results to consolidated results, which primarily consist of net revenue and corporate charges that are not allocated to our segments. The operating loss for Corporate in fiscal years 2011 and 2010 includes a net credit of $16.2 million and charges of $178.0 million, respectively, associated with the Securities Class Action (Policeman’s Annuity and Benefit Fund of Chicago). See Note 20, Commitments and Contingencies, in Item 8, Financial Statements and Supplementary Data.

University of Phoenix The $175.7 million, or 3.9%, decrease in net revenue in our University of Phoenix segment was primarily attributable to lower enrollments partially offset by selective tuition price and other fee changes implemented July 1, 2010, which varied by geographic area, program, and degree level. In aggregate, these tuition price and other fee changes, including increased discounts to military veterans in selective programs, were generally in the range of 4-6%. In addition, we experienced a favorable mix shift in our Average Degreed Enrollment toward higher degree-level programs as detailed below. We also implemented selective tuition price and other fee changes at University of Phoenix depending on geographic area, program, and degree level that became effective July 1, 2011. These tuition price and other fee changes were generally in the range of 3-5%. Future net revenue and operating income will be impacted by these tuition price and other fee changes, along with changes in enrollment, student mix within programs and degree levels, and discounts.

76

Table of Contents The following table details University of Phoenix enrollment for fiscal years 2011 and 2010:
Average Degreed Enrollment(1) August 31, (rounded to the nearest hundred) 2011(2) August 31, 2010(3) % Change Aggregate New Degreed Enrollment(1),(4) Year Ended August 31, 2011 2010 % Change

Associate’s Bachelor’s Master’s Doctoral Total
(1)

163,500 186,000 61,700 7,500 418,700

204,200 178,500 70,800 7,400 460,900

(19.9)% 4.2 % (12.9)% 1.4 % (9.2)%

90,500 94,900 33,600 2,900 221,900

187,700 131,300 49,300 3,400 371,700

(51.8)% (27.7)% (31.8)% (14.7)% (40.3)%

(2)

Refer to item 1, Business, for definitions of Degreed Enrollment and New Degreed Enrollment. Represents the average of Degreed Enrollment for the quarters ended August 31, 2010, November 30, 2010, February 28, 2011, May 31, 2011 and August 31, 2011. (3) Represents the average of Degreed Enrollment for the quarters ended August 31, 2009, November 30, 2009, February 28, 2010, May 31, 2010 and August 31, 2010. (4) Aggregate New Degreed Enrollment represents the sum of the four quarters New Degreed Enrollment in the respective fiscal years.

University of Phoenix Average Degreed Enrollment decreased 9.2% in fiscal year 2011 compared to fiscal year 2010 primarily due to the 40.3% decrease in aggregate New Degreed Enrollment. We believe the decreases in enrollment are primarily the result of our operational changes and initiatives to more effectively support our students and improve their educational outcomes. These changes and initiatives are principally the following: • changes in the evaluation and compensation structure for our admissions personnel and other employees, including eliminating all enrollment factors in evaluating the performance and any related compensation adjustments for our admissions personnel effective September 1, 2010; the full implementation of University Orientation in November 2010; and our efforts to more effectively identify students who have a greater likelihood to succeed in our educational programs.

• •

In addition, we believe that the decline in enrollment was partly the result of increased competition as traditional schools continue to expand their services, including on-line degree offerings, to compete for non-traditional students, especially working learners, and increased competition in the proprietary sector. We expect that the initiatives detailed above will continue to reduce University of Phoenix net revenue, operating income and cash flow in fiscal year 2012, and potentially beyond. However, we continue to believe that many of these efforts are in the best interest of our students and, over the long-term, will improve student retention and completion rates, reduce bad debt expense, reduce the risks to our business associated with the regulatory environment, and position us for more stable long-term growth. Operating income in our University of Phoenix segment decreased $177.2 million, or 12.2%, during fiscal year 2011 compared to fiscal year 2010. This decrease was primarily attributable to the following: • • The 3.9% decrease in University of Phoenix net revenue; An increase in expense associated with our various strategic initiatives to more effectively support our students and improve their educational outcomes. These initiatives have increased compensation related to many student advisory and infrastructure support functions, depreciation related to computer equipment and software, and curriculum development and delivery costs; An increase in marketing costs due to higher advertising expenditure resulting from increased investment in nonInternet branding, and increased costs associated with our efforts to more effectively identify students who have a greater likelihood to succeed in our educational programs. Additionally, advertising rates for traditional and online media increased due to more competition in the education sector and increases in advertising rates from improving general media market conditions; and $22.9 million of restructuring and other charges as discussed above. A decrease in bad debt expense primarily attributable to the following: 77

•

• •

The above factors were partially offset by the following:

Table of Contents • • reductions in gross accounts receivable principally resulting from decreases in University of Phoenix enrollment; a decrease in the proportion of our receivables that are attributable to students enrolled in associate’s degree programs. Our collection rates for such students are generally lower compared to students enrolled in bachelor’s and graduate level programs; and requiring all students who enroll in University of Phoenix with fewer than 24 credits to first attend University Orientation, which we believe has improved student retention. See Overview in this MD&A for further discussion of University Orientation;

•

Improved collection rates for aged receivables at University of Phoenix also contributed to the decrease. The improved collection rates are in part due to initiatives University of Phoenix is currently implementing to improve its related processes; • Lower headcount in admissions advisory and certain marketing functions partially attributable to a strategic reduction in force implemented during the first quarter of fiscal year 2011 that eliminated approximately 700 full-time positions, principally among admissions personnel; and Lower faculty costs resulting from lower enrollment.

•

Apollo Global The $10.0 million decrease in Apollo Global net revenue during fiscal year 2011 compared to fiscal year 2010 was primarily attributable to BPP. The decrease at BPP was principally due to lower student enrollment. Apollo Global’s operating loss in fiscal years 2011 and 2010 included goodwill and other intangibles impairment charges of $219.9 million and $184.6 million, respectively. The increased operating loss was also attributable to the decrease in BPP net revenue and higher marketing costs at the Apollo Global subsidiaries. This was partially offset by a $10.0 million decrease in intangible asset amortization principally at BPP. Other Schools The decrease in Other Schools net revenue and operating income during fiscal year 2011 compared to fiscal year 2010 was principally due to a decrease in the number of Client Institutions serviced by IPD. The decrease in IPD’s Client Institutions is in part due to modifications to IPD’s business model to comply with new rules related to incentive compensation effective July 1, 2011. See Item 1, Business, for further discussion. The decrease in operating income was partially offset by reduced expenses at Meritus resulting from its closure in fiscal year 2011.

78

Table of Contents

Fiscal Year 2010 Compared to Fiscal Year 2009 Analysis of Consolidated Statements of Income

% of Net Revenue Year Ended August 31, ($ in thousands) 2010 2009 Year Ended August 31, 2010 2009 % Change

Net revenue Costs and expenses: Instructional and student advisory Marketing Admissions advisory General and administrative Provision for uncollectible accounts receivable Depreciation and amortization Goodwill and other intangibles impairment Litigation charge Total costs and expenses Operating income Interest income Interest expense Other, net Income from continuing operations before income taxes Provision for income taxes Income from continuing operations Loss from discontinued operations, net of tax Net income Net loss attributable to noncontrolling interests Net income attributable to Apollo
_______________________________________

$4,925,819 1,733,134 623,743 466,358 301,116 282,628 145,564 184,570 177,982 3,915,095 1,010,724 2,920 (11,891) (685) 1,001,068 (464,063) 537,005 (15,424) 521,581 31,421 $ 553,002

$3,953,566 1,333,919 497,568 437,908 277,887 151,021 108,828 — 80,500 2,887,631 1,065,935 12,591 (4,448) (7,151) 1,066,927 (456,720) 610,207 (16,377) 593,830 4,489 $ 598,319

100.0 % 35.2 % 12.7 % 9.5 % 6.1 % 5.7 % 3.0 % 3.7 % 3.6 % 79.5 % 20.5 % 0.1 % (0.3)% —% 20.3 % (9.4)% 10.9 % (0.3)% 10.6 % 0.6 % 11.2 %

100.0 % 33.7 % 12.6 % 11.1 % 7.0 % 3.8 % 2.8 % —% 2.0 % 73.0 % 27.0 % 0.3 % (0.1)% (0.2)% 27.0 % (11.6)% 15.4 % (0.4)% 15.0 % 0.1 % 15.1 %

24.6 % % % % % % % * * 35.6 % (5.2)% (76.8)% (167.3)% 90.4 % (6.2)% (1.6)% (12.0)% 5.8 % (12.2)% * (7.6)% 29.9 25.4 6.5 8.4 87.1 33.8

* not meaningful Net Revenue Our net revenue increased $972.3 million, or 24.6%, in fiscal year 2010 compared to fiscal year 2009. University of Phoenix’s 19.4% net revenue growth was the primary contributor to the increase, mainly due to its growth in Degreed Enrollment and selective tuition price increases. Apollo Global’s acquisition of BPP also contributed $238.7 million, or 6.0 percentage points, of the overall increase in net revenue in fiscal year 2010 compared to fiscal year 2009. See our Analysis of Operating Results by Reportable Segment. Instructional and Student Advisory Instructional and student advisory increased $399.2 million, or 29.9%, in fiscal year 2010 compared to fiscal year 2009, which represents a 150 basis point increase as a percentage of net revenue. The increase as a percentage of net revenue was primarily due to BPP’s cost structure following Apollo Global’s acquisition of BPP in July 2009. Marketing Marketing expenses increased $126.2 million, or 25.4%, in fiscal year 2010 compared to fiscal year 2009, which represents a 10 basis point increase as a percentage of net revenue. The increase in expense was primarily attributable to University of Phoenix’s increased spending on non-Internet long-term branding and program driven marketing initiatives.

79

Table of Contents Admissions Advisory Admissions advisory increased $28.5 million, or 6.5%, in fiscal year 2010 compared to fiscal year 2009, but represents a 160 basis point decrease as a percentage of net revenue. The decrease as a percentage of net revenue was primarily due to a lower growth rate for admissions personnel headcount compared to the increase in net revenue. General and Administrative General and administrative expenses increased $23.2 million, or 8.4%, in fiscal year 2010 compared to fiscal year 2009, but represents a 90 basis point decrease as a percentage of net revenue. The decrease as a percentage of net revenue was primarily due to the following: • • • • a reduction in share-based compensation; a reduction in legal costs in connection with defending ourselves in various legal matters; the write-off in fiscal year 2009 of $9.4 million of information technology fixed assets that resulted primarily from our rationalization of software; and expense in fiscal year 2009 resulting from our internal review of certain Satisfactory Academic Progress calculations.

Provision for Uncollectible Accounts Receivable Provision for uncollectible accounts receivable increased $131.6 million in fiscal year 2010 compared to fiscal year 2009, which represents a 190 basis point increase as a percentage of net revenue. The increase was primarily attributable to the economic uncertainty and an increase in the proportion of our aged receivables that are attributable to students enrolled in associate’s degree programs. Our collection rates for such students are lower compared to students enrolled in graduate level programs and bachelor’s students. Depreciation and Amortization Depreciation and amortization increased $36.7 million in fiscal year 2010 compared to fiscal year 2009, which represents a 20 basis point increase as a percentage of net revenue. The increase was primarily attributable to the amortization of BPP’s intangible assets, and increased depreciation related to information technology, network infrastructure, and software. Goodwill and Other Intangibles Impairment Goodwill and other impairment charges during fiscal year 2010 included the following: • • • a $156.3 million charge for BPP’s goodwill; a $19.6 million charge for BPP’s other intangibles; and an $8.7 million charge for ULA’s goodwill.

Litigation Charge We recorded $178.0 million of charges in fiscal year 2010 associated with the Securities Class Action (Policeman’s Annuity and Benefit Fund of Chicago). See Note 20, Commitments and Contingencies, in Item 8, Financial Statements and Supplementary Data. During fiscal year 2009, we recorded an $80.5 million charge representing our agreement in principle to settle a qui tam lawsuit pertaining to alleged violations of the False Claims Act. The settlement was finalized by all parties in fiscal year 2009, and the agreement made clear that we do not acknowledge, admit or concede any liability, wrongdoing, noncompliance, or violation as a result of the settlement. Interest Income Interest income decreased $9.7 million in fiscal year 2010 compared to fiscal year 2009 primarily due to lower interest rates during fiscal year 2010. Interest Expense Interest expense increased $7.4 million in fiscal year 2010 compared to fiscal year 2009 primarily due to an increase in average borrowings. Other, Net The loss in fiscal year 2010 was primarily attributable to net foreign currency losses related to our international operations. The loss in fiscal year 2009 was primarily attributable to $6.9 million of expense incurred for the purchase of a call option to hedge against foreign currency fluctuations related to the BPP acquisition. 80

Table of Contents Provision for Income Taxes Our effective income tax rate for fiscal year 2010 was 46.4% compared to 42.8% for fiscal year 2009. The increase was primarily attributable to the following: • • • The BPP and ULA goodwill impairments, discussed above, for which we do not receive a tax benefit; An increase in other foreign losses for which we do not receive a tax benefit; and An increase in our state effective rate principally due to the decrease in pre-tax income associated with the BPP and ULA goodwill impairment charges noted above. Our state effective rate was also adversely impacted by a number of state law changes or interpretations that resulted in a larger portion of our income being taxed by two or more states. Refer to Note 15, Income Taxes, in Item 8, Financial Statements and Supplementary Data. A tax benefit recorded in fiscal year 2010 associated with our settlement of a dispute with the Internal Revenue Service relating to the deduction of certain stock option compensation on our U.S. federal income tax returns beginning in fiscal year 2003; The estimated tax impact on the litigation charge recorded in fiscal year 2009 associated with a qui tam lawsuit discussed above for which the tax benefit was uncertain; and Certain compensation in fiscal year 2009 for which the tax benefit was uncertain under Internal Revenue Code Section 162(m).

The above items were partially offset by the following: •

• •

Loss from Discontinued Operations, Net of Tax Loss from discontinued operations, net of tax, relates to our Insight Schools business, which we classified as held for sale and as discontinued operations in fiscal year 2010. The decrease in the loss in fiscal year 2010 compared to fiscal year 2009 was primarily due to growth in net revenue resulting from increased enrollment in the schools operated by Insight Schools. This was partially offset by a $9.4 million impairment of Insight Schools’ goodwill recorded in fiscal year 2010. See Note 5, Discontinued Operations, in Item 8, Financial Statements and Supplementary Data. Net Loss Attributable to Noncontrolling Interests The increase in net loss attributable to noncontrolling interests was primarily due to Apollo Global’s noncontrolling shareholder’s portion of the goodwill and other intangibles impairment charges during fiscal year 2010 discussed above.

81

Table of Contents Analysis of Operating Results by Reportable Segment The table below details our operating results by reportable segment for the periods indicated:

Year Ended August 31, ($ in thousands) 2010 2009

$ Change

% Change

Net revenue University of Phoenix Apollo Global: BPP Other Total Apollo Global Other Schools Corporate(1) Total net revenue Operating income (loss) University of Phoenix Apollo Global: BPP Other Total Apollo Global Other Schools Corporate(1) Total operating income
_______________________________________

$

4,498,325 251,743 78,253 329,996 95,706 1,792 4,925,819 1,447,636 (186,552) (31,147) (217,699) 9,201 (228,414)

$

3,766,600 13,062 76,083 89,145 95,045 2,776 3,953,566 1,131,331 (6,607) (11,431) (18,038) 6,931 (54,289)

$ 731,725 238,681 2,170 240,851 661 (984) $ 972,253 $ 316,305 (179,945) (19,716) (199,661) 2,270 (174,125) $ (55,211)

19.4 % * 2.9 % * 0.7 % (35.4)% 24.6 % 28.0 % * * * 32.8 % * (5.2)%

$ $

$ $

$

1,010,724

$

1,065,935

* not meaningful (1) The Corporate caption in our segment reporting includes adjustments to reconcile segment results to consolidated results, which primarily consist of net revenue and corporate charges that are not allocated to our segments. The operating loss for Corporate in fiscal year 2010 includes $178.0 million of charges associated with the Securities Class Action (Policeman’s Annuity and Benefit Fund of Chicago).

University of Phoenix The $731.7 million, or 19.4%, increase in net revenue in our University of Phoenix segment was primarily due to enrollment growth as detailed below:
Average Degreed Enrollment(1) August 31, 2010(2) August 31, 2009(3) % Change Aggregate New Degreed Enrollment(1),(4) Year Ended August 31, 2010 2009 % Change

(rounded to the nearest hundred)

Associate’s Bachelor’s Master’s Doctoral Total
(1) (2)

204,200 178,500 70,800 7,400 460,900

173,300 151,700 70,100 6,600 401,700

17.8% 17.7% 1.0% 12.1% 14.7%

187,700 131,300 49,300 3,400 371,700

191,700 108,900 51,900 3,300 355,800

(2.1)% 20.6 % (5.0)% 3.0 % 4.5 %

Refer to item 1, Business, for definitions of Degreed Enrollment and New Degreed Enrollment. Represents the average of Degreed Enrollment for the quarters ended August 31, 2009, November 30, 2009, February 28, 2010, May 31, 2010 and August 31, 2010. (3) Represents the average of Degreed Enrollment for the quarters ended August 31, 2008, November 30, 2008, February 28, 2009, May 31, 2009 and August 31, 2009. (4) Aggregate New Degreed Enrollment represents the sum of the four quarters New Degreed Enrollment in the respective fiscal years. 82

Table of Contents We believe the enrollment growth was primarily attributable to the following: • • Enhancements in our marketing capabilities, along with continued investments in enhancing and expanding University of Phoenix academic quality and service offerings; and Economic uncertainties, as working learners seek to advance their education to improve their job security or reemployment prospects.

Partially offsetting the factors above are our efforts to more effectively identify students who have a greater likelihood to succeed in our educational programs. Contributing to this effort are refinements in our marketing strategy and our University Orientation program, which we began piloting during fiscal year 2010. See Overview in this MD&A for further discussion of University Orientation. Decreased enrollment in master’s degree programs also offsets this growth. In addition to the growth in Degreed Enrollment, net revenue increased due to selective tuition price and other fee changes implemented July 1, 2009, which varied by geographic area, program, and degree level. In the aggregate, these selective price and other fee changes, including increases in discounts for military and veteran students, averaged approximately 4%. We also implemented selective tuition price and other fee changes at University of Phoenix depending on geographic area, program, and degree level effective July 1, 2010. In aggregate, these tuition price and other fee changes, including increased discounts to military and other veteran students in selective programs, were generally in the range of 4-6%. Operating income in our University of Phoenix segment increased $316.3 million, or 28.0%, during fiscal year 2010 compared to fiscal year 2009. The increase was primarily attributable to the following: • • • The 19.4% increase in University of Phoenix net revenue; Employee headcount has grown at a lower rate than the increase in net revenue; and The $80.5 million charge recorded in fiscal year 2009 associated with a qui tam lawsuit discussed above.

The above factors were partially offset by increased bad debt expense as a percentage of net revenue. Bad debt expense has increased as a result of the economic uncertainty and an increase in the proportion of our aged receivables that are attributable to students enrolled in associate’s degree programs. Our collection rates for such students are lower compared to students enrolled in graduate level programs and bachelor’s students. Apollo Global Apollo Global’s net revenue increased $240.9 million during fiscal year 2010 compared to fiscal year 2009. Apollo Global’s acquisition of BPP during the fourth quarter of fiscal year 2009 contributed $238.7 million of the increase in net revenue in fiscal year 2010. Apollo Global’s operating loss increased $199.7 million during fiscal year 2010 compared to fiscal year 2009 primarily due to the following: • • • Goodwill and other intangible impairments in fiscal year 2010 of $175.9 million and $8.7 million at BPP and ULA, respectively; Amortization of BPP intangible assets, certain expenditures at BPP associated with the integration process, and an adverse impact on BPP’s operations from the global economic uncertainty; and Expenditures at Western International University, UNIACC and ULA including, but not limited to, initiatives to enhance academic quality and the respective brands.

Other Schools The increase in Other Schools’ net revenue and operating income was primarily due to increased enrollment at Meritus and a contract termination fee earned by IPD during fiscal year 2010. Operating income also increased due to a decrease in marketing expense at Meritus, which was primarily the result of more expenditures in fiscal year 2009 related to its launch of programs early in fiscal year 2009. Liquidity, Capital Resources, and Financial Position We believe that our cash and cash equivalents and available liquidity will be adequate to satisfy our working capital and other liquidity requirements associated with our existing operations through at least the next 12 months. We believe that the most strategic uses of our cash resources include investments in the continued enhancement and expansion of our student offerings, share repurchases, acquisition opportunities including our commitment to Apollo Global and acquisition of Carnegie Learning, Inc. as discussed below in Cash Flows, investments in our marketing approaches to more effectively identify students who have 83

Table of Contents a greater likelihood to succeed in our educational programs, and investments in information technology initiatives. Additionally, we entered into an agreement in principle in September 2011 to settle the Securities Class Action (Policeman’s Annuity and Benefit Fund of Chicago) for a payment of $145.0 million. The outcome of this legal proceeding remains uncertain including, but not limited to, the requirement that any settlement agreement must be approved by the court. Refer to Note 20, Commitments and Contingencies, in Item 8, Financial Statements and Supplementary Data, for additional information. Although we currently have substantial available liquidity, our ability to access the credit markets and other sources of liquidity may be adversely affected if we experience regulatory compliance challenges, reduced availability of Title IV funding or other funding sources, or other adverse effects on our business from regulatory or legislative changes. See Part I, Item 1A, Risk Factors - Risks Related to the Highly Regulated Industry in Which We Operate. Cash and Cash Equivalents and Restricted Cash and Cash Equivalents The substantial majority of our cash and cash equivalents, including restricted cash and cash equivalents, are held by our domestic subsidiaries and placed with high-credit-quality financial institutions. The following table provides a summary of our cash and cash equivalents and restricted cash and cash equivalents (including long-term) at August 31, 2011 and 2010:
% of Total Assets at August 31, ($ in thousands) 2011 2010 August 31, 2011 2010 % Change

Cash and cash equivalents Restricted cash and cash equivalents Restricted cash equivalents for collateralization of letter of credit Total

$ 1,571,664 379,407 — $ 1,951,071

$ 1,284,769 444,132 126,615 $ 1,855,516

48.1% 11.6% —% 59.7%

35.7% 12.3% 3.5% 51.5%

22.3 % (14.6)% (100.0)% 5.1 %

Cash and cash equivalents (excluding restricted cash) increased $286.9 million primarily due to $897.1 million of cash provided by operations, $169.0 million of proceeds from the sale-leaseback of our principal office buildings in Phoenix, Arizona, a $126.6 million return of collateral resulting from the release of a letter of credit, $24.9 million received from the issuance of our Class A common stock and $21.3 million of proceeds from our sale of Insight Schools. These items were partially offset by $783.2 million used for share repurchases, $162.6 million used for capital expenditures, and $27.9 million used for payments on borrowings (net of proceeds from borrowings). We measure our money market funds included in cash and restricted cash equivalents at fair value. At August 31, 2011, we had money market funds of $1,854.9 million. The money market funds were valued primarily using real-time quotes for transactions in active exchange markets involving identical assets. We did not record any material adjustments to reflect these instruments at fair value. Debt Bank Facility - In fiscal year 2008, we entered into a syndicated $500 million credit agreement (the “Bank Facility”). The Bank Facility is an unsecured revolving credit facility used for general corporate purposes including acquisitions and stock buybacks. The Bank Facility has an expansion feature for an aggregate principal amount of up to $250 million. The term is five years and will expire on January 4, 2013. The Bank Facility provides a multi-currency sub-limit facility for borrowings in certain specified foreign currencies. We borrowed substantially all of our credit line under the Bank Facility as of August 31, 2011 and 2010, which included £63.0 million denominated in British Pounds (equivalent to $103.2 million as of August 31, 2011). We repaid the U.S. dollar denominated debt on our Bank Facility of $390.1 million during the first quarter of fiscal year 2012 and $400.1 million during the first quarter of fiscal year 2011. We have classified the U.S. dollar denominated portion of our Bank Facility borrowings as short-term borrowings and the current portion of long-term debt on our Consolidated Balance Sheets because it was repaid subsequent to our respective fiscal year-ends. The Bank Facility fees are determined based on a pricing grid that varies according to our leverage ratio. The Bank Facility fee ranges from 12.5 to 17.5 basis points and the incremental fees for borrowings under the facility range from LIBOR + 50.0 to 82.5 basis points. The weighted average interest rate on outstanding borrowings under the Bank Facility at August 31, 2011 and 2010 was 2.8% and 2.9%, respectively. The Bank Facility contains affirmative and negative covenants, including the following financial covenants: maximum leverage ratio, minimum coverage interest and rent expense ratio, and a U.S. Department of Education financial responsibility composite score. In addition, there are covenants restricting indebtedness, liens, investments, asset transfers and distributions. We were in compliance with all covenants related to the Bank Facility at August 31, 2011. 84

Table of Contents BPP Credit Facility - In fiscal year 2010, we refinanced BPP’s debt by entering into a £52.0 million (equivalent to $85.2 million as of August 31, 2011) secured credit agreement (the “BPP Credit Facility”). The BPP Credit Facility contains term debt, which was used to refinance BPP’s existing debt, and revolving credit facilities used for working capital and general corporate purposes. The term of the agreement is three years and will expire on August 31, 2013. The interest rate on borrowings varies according to a financial ratio and range from LIBOR + 250 to 325 basis points. The weighted average interest rate on BPP’s outstanding borrowings at August 31, 2011 and 2010 was 4.0% and 4.0%, respectively. The BPP Credit Facility contains financial covenants that include minimum cash flow coverage ratio, minimum fixed charge coverage ratio, maximum leverage ratio, and maximum capital expenditure ratio. We were in compliance with all covenants related to the BPP Credit Facility at August 31, 2011. Other - Other debt includes $9.1 million of variable rate debt and $12.5 million of fixed rate debt as of August 31, 2011, and $8.7 million of variable rate debt and $17.0 million of fixed rate debt as of August 31, 2010. The interest rates on these debt instruments range from 5.0% to 7.3% with various maturities from 2012 to 2019. The weighted average interest rate on our other debt at August 31, 2011 and 2010 was 6.1% and 6.7%, respectively. Cash Flows Operating Activities The following table provides a summary of our operating cash flows during the respective fiscal years:
Year Ended August 31, ($ in thousands) 2011 2010 2009

Net income Non-cash items Changes in assets and liabilities, excluding the impact of acquisitions and business disposition Net cash provided by operating activities

$ 535,796 673,660 (312,334) $ 897,122

$ 521,581 719,453 (207,792) $1,033,242

$ 593,830 376,868 (58,620) $ 912,078

Fiscal year 2011 — Our non-cash items primarily consisted of $219.9 million for goodwill and other intangibles impairments, a $181.3 million provision for uncollectible accounts receivable, $159.0 million of depreciation and amortization, $70.0 million of share-based compensation, $55.8 million of deferred income taxes and $22.9 million of restructuring and other charges. The changes in assets and liabilities primarily consisted of a $121.1 million use of cash related to the change in accounts receivable, excluding the provision for uncollectible accounts receivable, a $79.5 million decrease in deferred revenue principally attributable to lower enrollment, a $76.0 million decrease in other liabilities principally attributable to a decrease in our uncertain tax positions, and a $70.1 million decrease in student deposits principally attributable to lower enrollment. This was partially offset by a $64.7 million decrease in restricted cash and cash equivalents principally attributable to lower enrollment. Fiscal year 2010 — Our non-cash items primarily consisted of a $282.6 million provision for uncollectible accounts receivable, $194.0 million for goodwill and other intangibles impairments (including Insight Schools’ goodwill impairment included in discontinued operations), $178.0 million for charges associated with the Securities Class Action (Policeman’s Annuity and Benefit Fund of Chicago), $147.0 million for depreciation and amortization, and $64.3 million for share-based compensation. This was partially offset by $125.4 million of deferred income taxes. The changes in assets and liabilities primarily consisted of a $266.0 million increase in gross accounts receivable principally due to increased enrollment and tuition price increases at University of Phoenix, and a $44.7 million decrease in accounts payable and accrued liabilities primarily due to a qui tam lawsuit settlement payment. This was partially offset by a $65.7 million increase in other liabilities principally due to an increase in uncertain tax positions associated with state taxes, and a $32.9 million increase in deferred revenue principally due to increased enrollment and tuition price increases. Fiscal year 2009 — Our non-cash items primarily consisted of a $152.5 million provision for uncollectible accounts receivable, $113.4 million for depreciation and amortization, $80.5 million for a charge associated with a qui tam lawsuit as discussed in Results of Operations in this MD&A, and $68.0 million for share-based compensation, which was partially offset by $18.5 million of excess tax benefits from share-based compensation. The changes in assets and liabilities primarily consisted of a $192.3 million increase in gross accounts receivable primarily due to increased enrollment and a delay in disbursements of certain Title IV funds prior to our fiscal year end, and a $48.1 million increase in restricted cash and cash equivalents principally due to increased enrollment. This was partially offset by an $80.3 million increase in deferred revenue and a $59.5 million increase in student deposits, both of which were primarily due to increased enrollment, and an increase of $45.4 million in accounts payable and accrued liabilities. We monitor our accounts receivable through a variety of metrics, including days sales outstanding. We calculate our days sales 85

Table of Contents outstanding by determining average daily student revenue based on a rolling twelve month analysis and divide it into the gross student accounts receivable balance as of the end of the period. As of August 31, 2011 excluding accounts receivable and the related net revenue for Apollo Global, our days sales outstanding was 23 days as compared to 30 days as of August 31, 2010. The decrease in days sales outstanding was primarily attributable to the following: • • • reductions in gross accounts receivable principally resulting from decreases in University of Phoenix enrollment; a decrease in the proportion of our receivables that are attributable to students enrolled in associate’s degree programs. Our collection rates for such students are generally lower compared to students enrolled in bachelor’s and graduate level programs; and requiring all students who enroll in University of Phoenix with fewer than 24 credits to first attend University Orientation, which we believe has improved student retention. See Overview in this MD&A for further discussion of University Orientation.

Improved collection rates for aged receivables at University of Phoenix also contributed to the decrease. The improved collection rates are in part due to initiatives University of Phoenix is currently implementing to improve its related processes. Investing Activities The following table provides a summary of our investing cash flows during the respective fiscal years:
Year Ended August 31, ($ in thousands) 2011 2010 2009

Proceeds from sale-leaseback, net Collateralization of letter of credit Proceeds from business disposition Maturities of marketable securities Acquisitions, net of cash acquired Capital expenditures Net cash provided by (used in) investing activities

$ 169,018 $ — $ — (126,615) 126,615 — 21,251 — — 10,000 5,000 8,035 (5,497) (523,795) — (162,573) (168,177) (127,356) $ 164,311 $ (295,289) $ (643,116)

Fiscal year 2011 — Cash provided by investing activities primarily consisted of $169.0 million of proceeds from the saleleaseback of our principal office buildings in Phoenix, Arizona, a $126.6 million return of collateral resulting from the release of a letter of credit, $21.3 million of proceeds from our sale of Insight Schools, and $10.0 million from marketable securities maturities. This was partially offset by $162.6 million used for capital expenditures that primarily related to investments in our information technology, network infrastructure, and software. Subsequent to August 31, 2011, we paid $75 million for the acquisition of all of the stock of Carnegie Learning, Inc., a publisher of research-based math curricula and adaptive learning. See Overview in this MD&A for further discussion. Fiscal year 2010 — Cash used for investing activities primarily consisted of $168.2 million for capital expenditures principally related to investments in our computer equipment and software, and $126.6 million used for the collateralization of a letter of credit. The letter of credit was posted in favor of the U.S. Department of Education as required in connection with a program review of University of Phoenix by the Department, which was released in fiscal year 2011 as discussed above. Fiscal year 2009 — Cash used for investing activities primarily consisted of $523.8 million for Apollo Global’s acquisitions (including $510.1 related to the acquisition of BPP), and $127.4 million for capital expenditures. This was partially offset by $8.0 million provided from marketable securities maturities. Financing Activities The following table provides a summary of our financing cash flows during the respective fiscal years:
Year Ended August 31, ($ in thousands) 2011 2010 2009

Apollo Group Class A common stock purchased for treasury (Payments) proceeds related to borrowings, net Issuance of Apollo Group Class A common stock Noncontrolling interest contributions Other Net cash (used in) provided by financing activities 86

$ (783,168) $ (446,398) $ (452,487) (27,874) (2,114) 475,829 24,903 19,671 117,076 6,875 2,460 58,980 4,014 6,648 18,543 $ (775,250) $ (419,733) $ 217,941

Table of Contents Fiscal year 2011 — Cash used in financing activities primarily consisted of $783.2 million used for share repurchases and $27.9 million used for payments on borrowings (net of proceeds from borrowings). This was partially offset by $24.9 million of cash received from the issuance of our Class A common stock. Fiscal year 2010 — Cash used in financing activities primarily consisted of $446.4 million used for share repurchases. This was partially offset by $19.7 million of cash received from the issuance of our Class A common stock. Fiscal year 2009— Cash provided by financing activities primarily consisted of $475.8 million of proceeds from borrowings (net of payments on borrowings), $117.1 million of cash received from the issuance of our Class A common stock and $59.0 million related to noncontrolling interest contributions. This was partially offset by $452.5 million of cash used for share repurchases. The following table details shares of our Class A common stock newly authorized for repurchase, repurchased and reissued, and the related total cost, for the last three fiscal years:
Total Number of Shares Repurchased Average Price Paid per Share Maximum Value of Shares Available for Repurchase

(in thousands, except per share data)

Cost

Treasury stock as of August 31, 2008 New authorizations Shares repurchased Other share repurchases(1) Shares reissued Treasury stock as of August 31, 2009 New authorizations Shares repurchased Other share repurchases(1) Shares reissued Treasury stock as of August 31, 2010 New authorizations Shares repurchased Other share repurchases(1) Shares reissued Treasury stock as of August 31, 2011
_______________________________________
(1)

29,536 $ — 7,212 119 (3,121) 33,746 $ — 7,875 149 (1,056) 40,714 $ — 18,340 163 (1,214) 58,003 $

1,757,277 $ — 444,382 8,105 (187,141) 2,022,623 $ — 439,319 7,079 (61,233) 2,407,788 $ — 775,748 7,420 (65,781) 3,125,175 $

59.50 — 61.62 68.11 59.96 59.94 — 55.78 47.45 57.95 59.14 — 42.30 45.70 54.19 53.88

$

500,000 444,382 (444,382) — — 500,000 500,000 (439,319) — — 560,681 215,778 (775,748) — — 711

$

$

$

In connection with the release of vested shares of restricted stock, we repurchased approximately 163,000, 149,000 and 119,000 shares of our Class A common stock for $7.4 million, $7.1 million and $8.1 million during fiscal years 2011, 2010 and 2009, respectively. These repurchases relate to tax withholding requirements on the restricted stock units and are not part of the repurchase program described below. As of August 31, 2011, approximately $0.7 million remained available under our share repurchase authorization. Subsequent to August 31, 2011, our Board of Directors authorized an increase in the amount available under our share repurchase program up to an aggregate amount of $500 million. The amount and timing of future share repurchase authorizations and repurchases, if any, will be made as market and business conditions warrant. Repurchases may be made on the open market through various methods including but not limited to accelerated share repurchase programs, or in privately negotiated transactions, pursuant to the applicable Securities and Exchange Commission rules, and may include repurchases pursuant to Securities and Exchange Commission Rule 10b5-1 nondiscretionary trading programs.

87

Table of Contents Contractual Obligations and Other Commercial Commitments The following table lists our contractual obligations and other commercial commitments as of August 31, 2011:
Payments Due by Fiscal Year ($ in thousands) 2012 2013-2014 2015-2016 Thereafter Total

Debt Operating lease obligations Capital lease obligations Stadium naming rights(2) Uncertain tax positions(3) Other obligations(4) Total
_______________________________________
(1)

(1)

$

$

415,128 162,217 9,395 6,716 5,941 1,061 600,458

$

$

146,813 304,495 16,859 14,042 — 3,918 486,127

$

$

3,157 246,916 12,447 14,897 — 2,756 280,173

$

$

4,674 464,969 2,467 86,655 22,277 597 581,639

$

$

569,772 1,178,597 41,168 122,310 28,218 8,332 1,948,397

(2) (3)

(4)

Amounts include expected future interest payments. Refer to Note 13, Debt, in Item 8, Financial Statements and Supplementary Data, for additional information on our outstanding debt. Amounts consist of an agreement for naming rights to the Glendale, Arizona Sports Complex until 2026. Amounts consist of our reserve for unrecognized tax positions, including interest and penalties, that are included in other current and other long-term liabilities in our August 31, 2011 Consolidated Balance Sheets. We are uncertain as to if or when such amounts may be settled. Amount consists of unconditional purchase obligations and undiscounted deferred compensation payments due to Dr. John G. Sperling, our founder.

We have no other material commercial commitments not included in the above table. Off-Balance Sheet Arrangements As part of our normal operations, our insurers issue surety bonds for us that are required by various states where we operate. We are obligated to reimburse our insurers for any surety bonds that are paid by the insurers. As of August 31, 2011, the total face amount of these surety bonds was approximately $55.7 million. During fiscal year 2011, the Department of Education released our $126 million letter of credit previously posted in connection with our February 2009 program review. Financial Aid Program Funds See the discussion of financial aid program funds in Item 1, Business, Financial Aid Programs — Domestic Postsecondary. Item 7A — Quantitative and Qualitative Disclosures about Market Risk Impact of Inflation Inflation has not had a significant impact on our historical operations. Foreign Currency Exchange Risk We use the U.S. dollar as our reporting currency. The functional currencies of our foreign subsidiaries are generally the local currencies. Accordingly, our foreign currency exchange risk is related to the following exposure areas: • Adjustments resulting from the translation of assets and liabilities of the foreign subsidiaries into U.S. dollars using exchange rates in effect at the balance sheet dates. These translation adjustments are recorded in accumulated other comprehensive income (loss); Earnings volatility from the translation of income and expense items of the foreign subsidiaries using an average monthly exchange rate for the respective periods; and Gains and losses resulting from foreign currency exchange rate changes related to intercompany receivables and payables that are not of a long-term investment nature, as well as gains and losses from foreign currency transactions. These items are recorded in Other, net in our Consolidated Statements of Income.

• •

In fiscal year 2011, we recorded $7.6 million in net foreign currency translation gains, net of tax, that are included in other comprehensive income. These gains are primarily the result of the general weakening of the U.S. dollar relative to foreign 88

Table of Contents currencies during fiscal year 2011. As we continue to expand our international operations, we will conduct more transactions in currencies other than the U.S. dollar, thus increasing our exposure to foreign currency exchange rate fluctuations. The following table outlines our net asset (liability) exposure by foreign currency (defined as foreign currency assets less foreign currency liabilities and excluding intercompany balances) denominated in U.S. dollars for foreign currencies in which we have significant assets and/or liabilities as of August 31:
($ in thousands) 2011 2010

Euro Mexican Peso Chilean Peso British Pound Sterling

$

34,981 $ 23,187 20,899 (37,592)

31,891 20,599 19,498 162,365

The decrease in British Pound denominated net assets is principally due to BPP’s $219.9 million of goodwill and other intangibles impairment charges during fiscal year 2011. Our British Pound denominated net assets as of August 31, 2011 and 2010 includes £63.0 million borrowed under our Bank Facility (equivalent to $103.2 million as of August 31, 2011). Apollo has not generally used derivative contracts to hedge foreign currency exchange rate fluctuations.

89

Table of Contents Interest Rate Risk Interest Income As of August 31, 2011, we held $1,957.0 million in cash and cash equivalents, restricted cash and cash equivalents, and marketable securities. During fiscal year 2011, our interest rate yields were less than 1%, and we earned interest income of $3.2 million. Based on the current Federal Funds Rate, we do not believe any further reduction would have a material impact on us. Interest Expense We have exposure to changing interest rates primarily associated with our variable rate debt. At August 31, 2011, we had a total outstanding debt balance of $599.0 million. The following table presents the weighted-average interest rates and our scheduled maturities of principal by fiscal year for our outstanding debt at August 31, 2011:
($ in thousands, except percentages) 2012 2013 2014 2015 2016 Thereafter Total

Fixed-rate debt Average interest rate Variable-rate debt Average interest rate

$

10,258

$

9,731

$ $

8,273 —

$ $

7,970 —

$ $

6,295 —

$ $

6,502 —

$ $

$ 409,060

$ 140,920

49,029 4.7% 549,980 3.0%

We have an interest rate swap with a notional amount of $47.5 million used to minimize the interest rate exposure on a portion of BPP’s variable rate debt. The interest rate swap is used to fix the variable interest rate on the associated debt. As of August 31, 2011, the fair value of the swap is a liability of $3.4 million and is included in other liabilities in our Consolidated Balance Sheets. For the purpose of sensitivity, based on our outstanding variable rate debt exposed to changes in interest rates as of August 31, 2011, an increase of 100 basis points in our weighted average interest rate would increase interest expense by approximately $5.0 million on an annual basis. Substantially all of our debt is variable interest rate and the carrying amount approximates fair value.

90

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Item 8 — Financial Statements and Supplementary Data
Page

Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Comprehensive Income Consolidated Statements of Changes in Shareholders’ Equity Consolidated Statements of Cash Flows from Continuing and Discontinued Operations Notes to Consolidated Financial Statements

92 93 94 95 96 97 98

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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Apollo Group, Inc. and Subsidiaries Phoenix, Arizona We have audited the accompanying consolidated balance sheets of Apollo Group, Inc. and subsidiaries (the “Company”) as of August 31, 2011 and 2010, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended August 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Apollo Group, Inc. and subsidiaries as of August 31, 2011 and 2010, and the results of their operations and their cash flows for each of the three years in the period ended August 31, 2011, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of August 31, 2011, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated October 20, 2011 expressed an unqualified opinion on the Company’s internal control over financial reporting. /s/ DELOITTE & TOUCHE LLP Phoenix, Arizona October 20, 2011

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Table of Contents
APOLLO GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
As of August 31, 2011 2010

(In thousands)

ASSETS: Current assets Cash and cash equivalents Restricted cash and cash equivalents Accounts receivable, net Deferred tax assets, current portion Prepaid taxes Other current assets Assets held for sale from discontinued operations Total current assets Property and equipment, net Restricted cash equivalents for collateralization of letter of credit Marketable securities Goodwill Intangible assets, net Deferred tax assets, less current portion Other assets Total assets LIABILITIES AND SHAREHOLDERS’ EQUITY: Current liabilities Short-term borrowings and current portion of long-term debt Accounts payable Accrued liabilities Student deposits Deferred revenue Other current liabilities Liabilities held for sale from discontinued operations Total current liabilities Long-term debt Deferred tax liabilities Other long-term liabilities Total liabilities Commitments and contingencies (Note 20) Shareholders’ equity Preferred stock, no par value, 1,000 shares authorized; none issued Apollo Group Class A nonvoting common stock, no par value, 400,000 shares authorized; 188,007 issued as of August 31, 2011 and 2010, and 130,004 and 147,293 outstanding as of August 31, 2011 and 2010, respectively Apollo Group Class B voting common stock, no par value, 3,000 shares authorized; 475 issued and outstanding as of August 31, 2011 and 2010 Additional paid-in capital Apollo Group Class A treasury stock, at cost, 58,003 and 40,714 shares as of August 31, 2011 and 2010, respectively Retained earnings Accumulated other comprehensive loss Total Apollo shareholders’ equity Noncontrolling interests Total equity Total liabilities and shareholders’ equity

$ 1,571,664 379,407 215,567 124,137 35,629 44,382 — 2,370,786 553,027 — 5,946 133,297 121,117 70,949 14,584 $ 3,269,706

$ 1,284,769 444,132 264,377 166,549 39,409 38,031 15,945 2,253,212 619,537 126,615 15,174 322,159 150,593 99,071 15,090 $ 3,601,451

$

419,318 69,551 398,806 424,045 293,436 50,131 — 1,655,287 179,691 26,400 164,339 2,025,717

$

416,361 90,830 375,461 493,245 359,724 53,416 4,474 1,793,511 168,039 38,875 212,286 2,212,711

— 103 1 68,724 (3,125,175) 4,320,472 (23,761) 1,240,364 3,625 1,243,989 $ 3,269,706

— 103 1 46,865 (2,407,788) 3,748,045 (31,176) 1,356,050 32,690 1,388,740 $ 3,601,451

The accompanying notes are an integral part of these consolidated financial statements.

93

Table of Contents APOLLO GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME
Year Ended August 31, (In thousands, except per share data) 2011 2010 2009

Net revenue Costs and expenses: Instructional and student advisory Marketing Admissions advisory General and administrative Provision for uncollectible accounts receivable Depreciation and amortization Goodwill and other intangibles impairment Restructuring and other charges Litigation (credit) charge, net Total costs and expenses Operating income Interest income Interest expense Other, net Income from continuing operations before income taxes Provision for income taxes Income from continuing operations Income (loss) from discontinued operations, net of tax Net income Net loss attributable to noncontrolling interests Net income attributable to Apollo Earnings (loss) per share — Basic: Continuing operations attributable to Apollo Discontinued operations attributable to Apollo Basic income per share attributable to Apollo Earnings (loss) per share — Diluted: Continuing operations attributable to Apollo Discontinued operations attributable to Apollo Diluted income per share attributable to Apollo Basic weighted average shares outstanding Diluted weighted average shares outstanding

$ 4,733,022 1,774,087 655,362 415,386 355,751 181,297 159,006 219,927 22,913 (11,951) 3,771,778 961,244 3,222 (8,931) (1,588) 953,947 (420,638) 533,309 2,487 535,796 36,631 $ $ $ $ $ 572,427 4.03 0.02 4.05 4.02 0.02 4.04 141,269 141,750

$ 4,925,819 1,733,134 623,743 466,358 301,116 282,628 145,564 184,570 — 177,982 3,915,095 1,010,724 2,920 (11,891) (685) 1,001,068 (464,063) 537,005 (15,424) 521,581 31,421 $ $ $ $ $ 553,002

$ 3,953,566 1,333,919 497,568 437,908 277,887 151,021 108,828 — — 80,500 2,887,631 1,065,935 12,591 (4,448) (7,151) 1,066,927 (456,720) 610,207 (16,377) 593,830 4,489 $ 598,319 3.90 (0.11) 3.79 3.85 (0.10) 3.75 157,760 159,514

3.74 $ (0.10) 3.64 $

3.72 $ (0.10) 3.62 151,955 152,906 $

The accompanying notes are an integral part of these consolidated financial statements.

94

Table of Contents APOLLO GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended August 31, ($ in thousands) 2011 2010 2009

Net income Other comprehensive income (loss) (net of tax): Currency translation gain (loss) Change in fair value of marketable securities Comprehensive income Comprehensive loss attributable to noncontrolling interests Comprehensive income attributable to Apollo

$ 535,796 7,643 463 543,902 35,940 $ 579,842

$ 521,581 (20,844) 369 501,106 34,460 $ 535,566

$ 593,830 (11,705) (390) 581,735 6,625 $ 588,360

The accompanying notes are an integral part of these consolidated financial statements.

95

ontents

purchases

purchases

purchases

ompensation

ompensation

ompensation

stock incentive plans

stock incentive plans

stock incentive plans

g interest contributions ss) ss) August 31, 2010

g interest contributions

ated to IRS dispute settlement

lation adjustment, net of tax

lation adjustment, net of tax

lation adjustment, net of tax

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Common Stock Treasury Stock Apollo Group Class A Apollo Group Class B Voting

g interest contributions

(In thousands) Shares Shares Shares Cost

Balance as of August 31, 2008 188,007 — — — —
Shares

Treasury stock purchases — — — 188,007 188,007 — — — — — — — — — — — — —
Class A Nonvoting

Treasury stock issued under stock purchase plans — — — — —
Stated Value

Treasury stock issued under stock incentive plans — — — — $ 103 — — — — — — $
Class B Voting Shares

Tax effect for stock incentive plans 188,007 — — — — — — — — — — — $ 103 — — — 475 475 — — — — — — — — — — — — — — — — — — — — 188,007 $ $ —
Stated Value

Currency translation adjustment, net of tax — — — — — — — — — — — — $ — — — — — — 1 — — — — — — — 7,331 (3,031) — — (90) — — $ — — 46,865 — — — — — — — 598,319 — — — $ — — — — — — — — 188,007 — — — — — — — — — — — — — — $ 103 $ 475 1,159,923 $ (13,740) — — — — — 40,714 181,757 5,384 18,503 (1,995) (38,883) — (7,303) 70,040 — — — — — — (9,569) (390) — — — — — — — 1 $ 68,724
Shares

Change in fair value of marketable securities, net of tax $ 103 — — — $ — (447) (956)
Additional Paid-in Capital

$ 103 — — — 33,746 (446,398) 5,967 55,266 — — — — — 29,536 — —
Apollo Group Class A

Noncontrolling interest contributions — — — — — — — — — — — — — 475 8,024 — — (100) — 1 1,139 $ (2,022,623) — — — — — (41,115) (4,501) 4,550 77 (71,526) 68,038 27,484 — — — — — $ 103 — — — 1 — $ — — — — — — — — 64,305 — — — — — $ — 1 — — — — — — — — — — 475 — — — —

188,007 68,038 — — — — —
Common Stock Apollo Group

Share-based compensation — — — — — — — —

August 31, 2011 issued under stock purchase plans issued under stock purchase plans value of marketable securities, net of tax value of marketable securities, net of tax
Class A Nonvoting Stated Value Stated Value Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Apollo Shareholders’ Equity

issued under stock purchase plans

issued under stock incentive plans

issued under stock incentive plans

issued under stock incentive plans

value of marketable securities, net of tax

APOLLO GROUP, INC. AND SUBSIDIARIES

$ 103 — — — 4,550 — — — — (9,569) (390) — — 598,319 — 3,195,043 $ — (13,740) — — — — — — — — — — — — —
Cost

August 31, 2009

August 31, 2008

Table of Contents

ss)
Noncontrolling Interests Total Equity

475 — — (71,526) 181,757 — — — 1,384 — — (3,031) 77 (90) 5,384 — — — — 7,331 (452,487) — — 5,461 111,615 4,550 68,038

$

1

—

29,536

$ (1,757,277) $ 2,595,340 $ (3,781) $ 834,386

$

11,779 — — — — —

$

846,165 (452,487) 5,461 111,615 4,550 68,038

(452,487)

—

—

—

—

—

—

—

—

(9,569) (390) — — 598,319 $ 1,159,923 (446,398) 5,520 14,151 (4,501) 27,484 64,305 (17,805) (17,805) $

(2,136) — 58,980 556 (4,489) 64,690 — — — — — — (3,039) $

(11,705) (390) 58,980 556 593,830 1,224,613 (446,398) 5,520 14,151 (4,501) 27,484 64,305 (20,844)

—

—

—

—

—

—

—

—

Other 475 —

Net income (loss) $

Balance as of August 31, 2009

Treasury stock purchases — — — — — — — — — — — 1,139 — — 33,746 8,024 — — 188,007 55,266 5,967 — — $ — — — — — 369 — — (17,805) — — — — — — — — — — 3,195,043 — — — — — — — — — — $ 103 — (956) (100) — — — — — — — — — — — (41,115) (447) — — — — — 64,305 27,484 — — 1

Treasury stock issued under stock purchase plans $

Treasury stock issued under stock incentive plans 46,865

475

—

—

—

—

—

—

—

—

$

—

—

—

—

—

—

—

—

1

$

APOLLO GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Change in fair value of marketable securities, net of tax — (31,176)

Accumulated Other Comprehensive Loss

Noncontrolling interest contributions

(3,781)

Balance as of August 31, 2011 $ 1,356,050

(23,761)

Net income (loss)

The accompanying notes are an integral part of these consolidated financial statements.

96
— — — — — (4,501) 18,503 40,714 $ (1,757,277) (452,487) $ (2,022,623) (446,398) (783,168) $ (2,407,788) $ (136) — 1,384 — — — — — — — — 58,003 (1,078) $ 3,748,045 2,595,340 553,002 — $ $ $ 553,002 598,319 111,615 834,386 64,305 27,484 14,151 68,038 5,520 4,550 5,461 369 — — — (783,168) (446,398) (452,487) (17,805) (4,501) (9,569) (390) $ $ $

Tax effect for stock incentive plans

(38,883)

Share-based compensation

Currency translation adjustment, net of tax

Noncontrolling interest contributions

Balance as of August 31, 2010

$ (2,407,788) $ (783,168) 7,747 58,034
Retained Earnings

Treasury Stock

Net income (loss)

Treasury stock issued under stock incentive plans

Tax effect for stock incentive plans

Currency translation adjustment, net of tax

4,320,472 32,690 64,690 2,460 — — — — — — — (31,421) (3,039)

572,427 —

Share-based compensation

$ (3,125,175) $

Treasury stock issued under stock purchase plans

58,034

7,747

Treasury stock purchases

58,003

(1,078)

(136)

Change in fair value of marketable securities, net of tax

68,724

70,040

(7,303)

(1,995)

Tax benefit related to IRS dispute settlement

—

—

—

—

— —

369 — — 553,002 — 3,748,045 $ — — — — — — — — — $ (3,125,175) $
Total Apollo Shareholders’ Equity

369 — 553,002 (31,176) — — — — — — — — 572,427 4,320,472 $ — — 6,952 463 — — (23,761) $ $ 1,356,050 (783,168) 5,752 19,151 (7,303) 70,040 6,952 463 — 572,427 1,240,364 $ $

— 2,460 (31,421) 32,690 — — — — — 691 — 6,875 (36,631) 3,625 $ $

369 2,460 521,581 1,388,740 (783,168) 5,752 19,151 (7,303) 70,040 7,643 463 6,875 535,796 1,243,989

—

—

—

—

—

—

— 556 (4,489)

—

—

—

—

—

—

—

—

—

—

—

—

$

6,952

463

—

—

—

—

—

—

$

The accompanying notes are an integral part of these consolidated financial statements.

1,240,364

572,427

70,040

19,151

(7,303)

6,952

5,752

463

—

$

96
58,980 — — — — — — (2,136)

Noncontrolling Interests

11,779

(36,631)

3,625

6,875

691

—

—

—

—

—

Table of Contents APOLLO GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FROM CONTINUING AND DISCONTINUED OPERATIONS
Year Ended August 31, ($ in thousands) Cash flows provided by (used in) operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Share-based compensation Excess tax benefits from share-based compensation Depreciation and amortization Amortization of lease incentives Impairment on discontinued operations Goodwill and other intangibles impairment Loss on fixed assets write-off Amortization of deferred gains on sale-leasebacks Non-cash foreign currency loss (gain), net Provision for uncollectible accounts receivable Litigation (credit) charge, net Restructuring and other charges Deferred income taxes Changes in assets and liabilities, excluding the impact of acquisitions and business disposition: Change in restricted cash and cash equivalents Accounts receivable Prepaid taxes Other assets Accounts payable and accrued liabilities Student deposits Deferred revenue Other liabilities Net cash provided by operating activities Cash flows provided by (used in) investing activities: Additions to property and equipment Acquisitions, net of cash acquired Maturities of marketable securities Proceeds from sale-leaseback, net Proceeds from business disposition Collateralization of letter of credit Net cash provided by (used in) investing activities Cash flows provided by (used in) financing activities: Payments on borrowings Proceeds from borrowings Apollo Group Class A common stock purchased for treasury Issuance of Apollo Group Class A common stock Noncontrolling interest contributions Excess tax benefits from share-based compensation Net cash (used in) provided by financing activities Exchange rate effect on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year Supplemental disclosure of cash flow and non-cash information Cash paid for income taxes, net of refunds Cash paid for interest Capital lease additions Credits received for tenant improvements Restricted stock units vested and released $ $ $ $ $ 464,701 10,972 31,818 25,538 21,470 $ $ $ $ $ 514,532 7,837 2,372 17,372 19,868 $ $ $ $ $ 472,241 3,683 1,313 12,674 22,617 $ (437,925) 410,051 (783,168) 24,903 6,875 4,014 (775,250) 712 286,895 1,284,769 1,571,664 $ (477,568) 475,454 (446,398) 19,671 2,460 6,648 (419,733) (1,697) 316,523 968,246 1,284,769 $ (37,341) 513,170 (452,487) 117,076 58,980 18,543 217,941 (1,852) 485,051 483,195 968,246 (162,573) — 10,000 169,018 21,251 126,615 164,311 (168,177) (5,497) 5,000 — — (126,615) (295,289) (127,356) (523,795) 8,035 — — — (643,116) 64,725 (121,120) (25,241) (9,900) 4,851 (70,120) (79,488) (76,041) 897,122 (11,828) (265,996) 10,421 2,183 (44,653) 3,445 32,887 65,749 1,033,242 (48,149) (192,289) (30,848) 9,945 45,406 59,458 80,315 17,542 912,078 70,040 (4,014) 159,006 (18,822) — 219,927 — (2,221) 1,662 181,297 (11,951) 22,913 55,823 64,305 (6,648) 147,035 (13,358) 9,400 184,570 — (1,705) 643 282,628 177,982 — (125,399) 68,038 (18,543) 113,350 (12,807) — — 9,416 (1,715) (62) 152,490 80,500 — (13,799) $ 535,796 $ 521,581 $ 593,830 2011 2010 2009

The accompanying notes are an integral part of these consolidated financial statements. 97

Table of Contents APOLLO GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Nature of Operations Apollo Group, Inc. and its wholly-owned subsidiaries and majority-owned subsidiaries, collectively referred to herein as “the Company,” “Apollo Group,” “Apollo,” “APOL,” “we,” “us” or “our,” has been an education provider for more than 35 years. We offer innovative and distinctive educational programs and services both online and on-campus at the undergraduate, master’s and doctoral levels through our wholly-owned subsidiaries: • • • The University of Phoenix, Inc. (“University of Phoenix”); Institute for Professional Development (“IPD”); and The College for Financial Planning Institutes Corporation (“CFFP”).

In addition to these wholly-owned subsidiaries, we have an 85.6% ownership interest in Apollo Global, Inc. (“Apollo Global”) as of August 31, 2011, which did not change during fiscal year 2011. Apollo Global pursues investments primarily in the international education services industry and is consolidated in our financial statements. We offer educational programs and services through the following wholly-owned subsidiaries of Apollo Global: • • • • BPP Holdings plc (“BPP”) in the United Kingdom; Western International University, Inc. (“Western International University”) in the U.S.; Universidad de Artes, Ciencias y Comunicación (“UNIACC”) in Chile; and Universidad Latinoamericana (“ULA”) in Mexico.

During the fourth quarter of fiscal year 2011, we entered into an agreement to acquire all of the stock of Carnegie Learning, Inc., a publisher of research-based math curricula and adaptive learning for $75 million. In a separate transaction, we entered into an agreement to acquire related technology from Carnegie Mellon University for $21.5 million, payable over a 10-year period. These acquisitions were completed on September 12, 2011. The acquisitions allow us to accelerate our efforts to incorporate adaptive learning into our academic platform and to provide tools to help raise student achievement in mathematics, which supports improved retention and graduation rates. Given our postsecondary focus, we intend to evaluate strategic alternatives for the K-12 portion of the business in order to support Carnegie Learning’s continued success in this market. We completed the sale of Insight Schools, Inc. (“Insight Schools”) and ceased operations at Meritus University, Inc. (“Meritus”) during the second and third quarters of fiscal year 2011, respectively. Refer to Note 5, Discontinued Operations and Note 22, Segment Reporting, respectively, for further discussion. Our fiscal year is from September 1 to August 31. Unless otherwise stated, references to the years 2011, 2010 and 2009 relate to fiscal years 2011, 2010 and 2009, respectively. Note 2. Significant Accounting Policies Basis of Presentation These financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission and, in the opinion of management, contain all adjustments necessary to fairly present the financial condition, results of operations and cash flows for the periods presented. Information and note disclosures included in these consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We believe that the disclosures made are adequate to make the information presented not misleading. Principles of Consolidation The consolidated financial statements include the accounts of Apollo Group, Inc., its wholly-owned subsidiaries, and subsidiaries that we control. Interests in our subsidiaries that we control are reported using the full-consolidation method. We fully consolidate the results of operations and the assets and liabilities of these subsidiaries on our consolidated financial statements. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make certain estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the 98

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date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates. Revenue Recognition Our educational programs, primarily composed of University of Phoenix programs, are designed to range in length from oneday seminars to degree programs lasting up to four years. Students in University of Phoenix degree programs generally enroll in a program of study encompassing a series of five- to nine-week courses taken consecutively over the length of the program. Generally, students are billed on a course-by-course basis when the student first attends a session, resulting in the recording of a receivable from the student and deferred revenue in the amount of the billing. University of Phoenix students generally fund their education through loans and/or grants under various Title IV programs, tuition assistance from their employers, or personal funds. Net revenue consists principally of tuition and fees associated with different educational programs as well as related educational resources such as access to online materials, books, and study texts. Net revenue is shown net of discounts. Tuition benefits for our employees and their eligible dependents are included in net revenue and instructional and student advisory. Total employee tuition benefits were $97.0 million, $100.3 million and $90.5 million for fiscal years 2011, 2010 and 2009, respectively. The following describes the components of our net revenue, which are generally consistent on a percentage basis for all periods presented: • Tuition and educational services revenue represents approximately 92% of our gross consolidated revenue before discounts, and encompasses both online and on-campus classroom-based learning. For our University of Phoenix operations, tuition revenue is recognized pro rata over the period of instruction as services are delivered to students. BPP recognizes tuition revenue as services are provided over the course of the program, which varies depending on the program structure. For our remaining Apollo Global operations, tuition revenue is generally recognized over the length of the course and/or program as applicable. • Educational materials revenue represents approximately 6% of our gross consolidated revenue before discounts, and relates to online course materials delivered to students over the period of instruction. Revenue associated with these materials is recognized pro rata over the period of the related course to correspond with delivery of the materials to students. Educational materials also includes the sale of various books, study texts, course notes, and CDs for which we recognize revenue when the materials have been delivered to and accepted by students or other customers. Services revenue represents approximately 2% of our gross consolidated revenue before discounts. Services revenue represents net revenue generated by IPD, which provides program development, administration and management consulting services to private colleges and universities (“Client Institutions”) to establish or expand their programs for working learners. These services typically include degree program design, curriculum development, market research, certain student admissions services, accounting, and administrative services. Prior to July 1, 2011, IPD was typically paid a portion of the tuition revenue generated from these programs, and the portion of service revenue to which IPD was entitled under the terms of the contract was recognized as the services were provided. Under new U.S. Department of Education regulations, subsequent to July 1, 2011, IPD’s revenue is generated based on fixed fee contracts with Client Institutions and is recognized on a straight line basis over the term of the contract as the services are provided. The term for these fixed fee contracts range from one to five years with provisions for renewal thereafter. Other revenue represents less than 1% of our gross consolidated revenue before discounts. Other revenue consists of the fees students pay when submitting an enrollment application, which, along with the related application costs associated with processing the applications, are deferred and recognized over the average length of time a student remains enrolled in a program of study. Other revenue also includes non-tuition generating revenues, such as renting classroom space and other student support services. Revenue from these sources is recognized as the services are provided. Discounts represent approximately 5% of our gross consolidated revenue. Discounts reflect reductions in charges for tuition or other fees from our standard rates and include military, corporate, and other employer discounts, along with institutional scholarships, grants and promotions.

•

•

•

University of Phoenix’s refund policy permits students who attend 60% or less of a course to be eligible for a refund for the portion of the course they did not attend. Refunds result in a reduction in deferred revenue during the period that a student 99

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drops or withdraws from a class because associated tuition revenue is recognized pro rata over the period of instruction as the services are delivered. This refund policy applies to students in most, but not all states, as some states require different policies. Generally, net revenue varies from period to period based on several factors, including the aggregate number of students attending classes, the number of classes held during the period, and the tuition price per credit. Sales tax collected from students is excluded from net revenue. Collected but unremitted sales tax is included as a liability in our Consolidated Balance Sheets and is not material to our consolidated financial statements. Allowance for Doubtful Accounts We reduce accounts receivable by an allowance for amounts that we expect to become uncollectible in the future. Estimates are used in determining the allowance for doubtful accounts and are based on historical collection experience and current trends. In determining these amounts, we consider and evaluate the historical write-offs of our receivables. We monitor our collections and write-off experience to assess whether adjustments are necessary. When a student with Title IV loans withdraws, Title IV rules determine if we are required to return a portion of Title IV funds to the lenders. We are then entitled to collect these funds from the students, but collection rates for these types of receivables is significantly lower than our collection rates for receivables for students who remain in our educational programs. We routinely evaluate our estimation methodology for adequacy and modify it as necessary. In doing so, our objective is to cause our allowance for doubtful accounts to reflect the amount of receivables that will become uncollectible by considering our most recent collections experience, changes in trends and other relevant facts. In doing so, we believe our allowance for doubtful accounts reflects the most recent collections experience and is responsive to changes in trends. Our accounts receivable are written off once the account is deemed to be uncollectible, which typically occurs after outside collection agencies have pursued collection for approximately six months. Refer to Note 7, Accounts Receivable, Net. Cash and Cash Equivalents We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents primarily include money market funds, bank overnight deposits, time deposits and commercial paper, which are all placed with high-credit-quality financial institutions in the U.S. and internationally. We have not experienced any losses on our cash and cash equivalents. We maintain our cash and cash equivalents accounts with high-credit-quality financial institutions. Only a negligible portion of these deposits are insured by the Federal Deposit Insurance Corporation. Restricted Cash and Cash Equivalents Restricted cash and cash equivalents primarily represents funds held for students for unbilled educational services that were received from Title IV financial aid program funds. As a trustee of these Title IV financial aid funds, we are required to maintain and restrict these funds pursuant to the terms of our program participation agreement with the U.S. Department of Education. Restricted cash and cash equivalents are excluded from cash and cash equivalents in the Consolidated Balance Sheets and Consolidated Statements of Cash Flows from Continuing and Discontinued Operations. Our restricted cash and cash equivalents are primarily held in money market funds. Property and Equipment, Net Property and equipment is recorded at cost less accumulated depreciation. Property and equipment under capital leases, and the related obligation, is recorded at an amount equal to the present value of future minimum lease payments. Buildings, furniture, equipment, and software, including internally developed software, are depreciated using the straight-line method over the estimated useful lives of the related assets, which range from 3 to 40 years. Capital leases, leasehold improvements and tenant improvement allowances are amortized using the straight-line method over the shorter of the lease term or the estimated useful lives of the related assets. Construction in progress, excluding software, is recorded at cost until the corresponding asset is placed into service and depreciation begins. Software is recorded at cost and is amortized once the related asset is ready for its intended use. Maintenance and repairs are expensed as incurred. We capitalize certain internal software development costs consisting primarily of the direct labor associated with creating the internally developed software. Capitalized costs are amortized using the straight-line method over the estimated lives of the software. Software development projects generally include three stages: the preliminary project stage (all costs expensed as incurred), the application development stage (certain costs capitalized, certain costs expensed as incurred), and the postimplementation/operation stage (all costs expensed as incurred). The costs capitalized in the application development stage 100

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primarily include the costs of designing the application, coding, installation of hardware, and testing. We capitalize costs incurred during the application development phase of the project as permitted. Refer to Note 9, Property and Equipment, Net. Goodwill and Intangible Assets • Goodwill and Indefinite-Lived Intangible Assets — Goodwill represents the excess of the purchase price of an acquired business over the amount assigned to the assets acquired and liabilities assumed. At the time of an acquisition, we allocate the goodwill and related assets and liabilities to our respective reporting units. We identify our reporting units by assessing whether the components of our operating segments constitute businesses for which discrete financial information is available and segment management regularly reviews the operating results of those components. Indefinite-lived intangible assets are recorded at fair market value on their acquisition date and primarily include trademarks and foreign regulatory accreditations and designations as a result of the BPP, UNIACC and ULA acquisitions. We assign indefinite lives to acquired trademarks, accreditations and designations that we believe have the continued ability to generate cash flows indefinitely; have no legal, regulatory, contractual, economic or other factors limiting the useful life of the respective intangible asset; and when we intend to renew the respective trademark, accreditation or designation and renewal can be accomplished at little cost. We assess goodwill and indefinite-lived intangible assets at least annually for impairment or more frequently if events occur or circumstances change between annual tests that would more likely than not reduce the fair value of the respective reporting unit below its carrying amount. • Goodwill - We test for goodwill impairment at the reporting unit level by applying a two-step test. In the first step, we compare the fair value of the reporting unit to the carrying value of its net assets. If the fair value of the reporting unit exceeds the carrying value of the net assets of the reporting unit, goodwill is not impaired and no further testing is required. If the carrying value of the net assets of the reporting unit exceeds the fair value of the reporting unit, we perform a second step which involves using a hypothetical purchase price allocation to determine the implied fair value of the goodwill and compare it to the carrying value of the goodwill. An impairment loss is recognized to the extent the implied fair value of the goodwill is less than the carrying amount of the goodwill. As discussed in Recent Accounting Pronouncements below, effective September 1, 2011, we early adopted Accounting Standards Update (“ASU”) No. 2011-08, “IntangiblesGoodwill and Other (Topic 350): Testing Goodwill for Impairment,” which allows, but does not require, us to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test discussed above. To determine the fair value of our reporting units, we primarily use an income-based approach consisting of a discounted cash flow valuation method. We also consider a market-based approach or a combination of both methods. The discounted cash flow valuation method consists of projecting future cash flows for a reporting unit, which may include developing one or multiple sets of cash flow scenarios and applying a reasonable weighting to those scenarios, calculating a terminal value, and discounting such cash flows by a risk-adjusted rate of return. Generally, the market-based approach incorporates information from comparable transactions in the market and publicly traded companies with similar operating and investment characteristics of the reporting unit to develop a multiple which is then applied to the operating performance of the reporting unit to determine value. The determination of fair value of our reporting units consists primarily of using unobservable inputs under the fair value measurement standards. We believe the most critical assumptions and estimates in determining the estimated fair value of our reporting units, include, but are not limited to, the amounts and timing of expected future cash flows for each reporting unit, the probability weightings assigned to cash flow scenarios, the discount rate applied to those cash flows, terminal growth rates, selection of comparable market multiples and applying weighting factors when a combination of valuation methods is used. The assumptions used in determining our expected future cash flows consider various factors such as historical operating trends particularly in student enrollment and pricing, the political environment the reporting unit operates in, anticipated economic and regulatory conditions and reasonable expectations for planned business, and operating strategies and initiatives over a long-term planning horizon. The discount rate used by each reporting unit is based on our assumption of a prudent investor’s required rate of return of assuming the risk of investing in a particular company in a specific country. The terminal growth rate reflects the sustainable operating income a reporting unit could generate in a perpetual state as a function of revenue growth, inflation and future margin expectations. We 101

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APOLLO GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) also believe the assumptions used in our goodwill impairment tests are consistent with a reasonable market participant view and employ the concept of highest and best use of the asset. If we determine our critical assumptions discussed above require revision or are adversely impacted, a potential goodwill impairment may result in the future.

•

Indefinite-lived intangible assets - The annual impairment test for indefinite-lived intangible assets involves a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. We perform our annual indefinite-lived intangible asset impairment tests on the same dates that we perform our annual goodwill impairment tests for the respective reporting units. To determine the fair value of our trademark intangible assets we use the relief-from-royalty method. This method estimates the benefit of owning the intangible assets rather than paying royalties for the right to use a comparable asset. This method incorporates the use of significant judgments in determining both the projected revenues attributable to the asset, as well as the appropriate discount rate and royalty rates applied to those revenues to determine fair value. To fair value the accreditations and designations intangible assets, we primarily use the cost savings method which estimates the cost savings of owning the intangible asset rather than either creating the asset or not having the asset in place to be used in current operations. This method incorporates the use of significant judgments in determining the projected profit or replacement cost attributable to the asset and the appropriate discount rate. The determination of fair value of our indefinitelived intangible assets consists primarily of using unobservable inputs under the fair value measurement standards.

•

Finite-Lived Intangible Assets — Finite-lived intangible assets that are acquired in business combinations are recorded at fair market value on their acquisition date and are amortized on either a straight-line basis or using an accelerated method to reflect the pattern in which the economic benefits of the asset are consumed. The weighted average useful life of our finite-lived intangible assets that are not fully amortized as of August 31, 2011 is 5.2 years.

Other Long-Lived Asset Impairments We evaluate the carrying amount of our major other long-lived assets, including property and equipment and finite-lived intangible assets, whenever changes in circumstances or events indicate that the value of such assets may not be fully recoverable. Excluding the impairment charges discussed in Note 4, Restructuring and Other Charges, we did not recognize any impairment charges for our other long-lived assets during fiscal years 2011 and 2010. At August 31, 2011, we believe the carrying amounts of our remaining other long-lived assets are fully recoverable and no impairment exists. Share-Based Compensation We measure and recognize compensation expense for all share-based awards issued to faculty, employees and directors based on estimated fair values of the share awards on the date of grant. We record compensation expense, net of forfeitures, for all share-based awards over the requisite service period using the straight-line method for awards with only a service condition, and the graded vesting attribution method for awards with service and performance conditions. We calculate the fair value of share-based awards on the date of grant. For stock options, we typically use the Black-ScholesMerton option pricing model to estimate fair value. The Black-Scholes-Merton option pricing model requires us to estimate key assumptions such as expected term, volatility, risk-free interest rates and dividend yield to determine the fair value of stock options, based on both historical information and management judgment regarding market factors and trends. The expected term of options represents the period of time that the options granted are expected to be outstanding. Prior to fiscal year 2011, we generally used the simplified mid-point method to estimate the expected term of stock options based on our determination that the terms and exercise behavior of our stock options had changed significantly in recent periods, causing our historical exercise data to not be reflective of our expectations of future exercise behavior. The simplified method uses the mid-point between the vesting and contractual terms of the stock options. During fiscal year 2011, we estimated the expected term of our stock options granted based primarily on the vesting period of the awards and historical exercise behavior, which did not result in a significant change in our expected term assumption compared to prior years. For share-based awards with performance conditions, such as our Performance Share Awards described in Note 18, Stock and Savings Plans, we measure the fair value of such awards as of the date of grant and amortize share-based compensation expense for our estimate of the number of shares expected to vest. Our estimate of the number of shares that will vest is based on our determination of the probable outcome of the performance condition, which requires considerable judgment. We record a cumulative adjustment to share-based compensation expense in periods that we change our estimate of the number of shares 102

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expected to vest. Additionally, we ultimately adjust the expense recognized to reflect the actual vested shares following the resolution of the performance conditions. We estimate expected forfeitures of share-based awards at the grant date and recognize compensation cost only for those awards expected to vest. We estimate our forfeiture rate based on several factors including historical forfeiture activity, expected future employee turnover, and other qualitative factors. We ultimately adjust this forfeiture assumption to actual forfeitures. Therefore, changes in the forfeiture assumptions do not impact the total amount of expense ultimately recognized over the requisite service period. Rather, different forfeiture assumptions only impact the timing of expense recognition over the requisite service period. If the actual forfeitures differ from management estimates, additional adjustments to compensation expense are recorded. Income Taxes The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the new rate is enacted. We record a valuation allowance to reduce deferred tax assets to the amount that we believe is more likely than not to be realized. The determination of our uncertain tax positions requires us to make significant judgments. We evaluate and account for uncertain tax positions using a two-step approach. Recognition (step one) occurs when we conclude that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination. Measurement (step two) determines the amount of benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Derecognition of a tax position that was previously recognized would occur when we subsequently determine that a tax position no longer meets the more likely than not threshold of being sustained. We do not use a valuation allowance as a substitute for derecognition of tax positions. Refer to Note 15, Income Taxes. Earnings per Share Basic income per share is calculated using the weighted average number of Apollo Group Class A and Class B common shares outstanding during the period. Diluted income per share is calculated similarly except that it includes the dilutive effect of the assumed exercise of stock options and release of restricted stock units and performance share awards issuable under our stock compensation plans. The amount of any tax benefit to be credited to additional paid-in capital related to the exercise of stock options, release of restricted stock units and release of performance share awards, and unrecognized share-based compensation expense is included when applying the treasury stock method in the computation of diluted income per share. Refer to Note 17, Earnings Per Share. Leases We lease substantially all of our administrative and educational facilities, with the exception of several Apollo Global facilities, and we enter into various other lease agreements in conducting our business. At the inception of each lease, we evaluate the lease agreement to determine whether the lease is an operating or capital lease. Additionally, most of our lease agreements contain renewal options, tenant improvement allowances, rent holidays, and/or rent escalation clauses. When such items are included in a lease agreement, we record a deferred rent asset or liability in our Consolidated Balance Sheets and record the rent expense evenly over the term of the lease. Leasehold improvements are reflected under investing activities as additions to property and equipment in our Consolidated Statements of Cash Flows from Continuing and Discontinued Operations. Credits received against rent for tenant improvement allowances are reflected as a component of non-cash investing activities in our Consolidated Statements of Cash Flows from Continuing and Discontinued Operations. Lease terms generally range from five to ten years with one to two renewal options for extended terms. For leases with renewal options, we record rent expense and amortize the leasehold improvements on a straight-line basis over the initial non-cancelable lease term (in instances where the lease term is shorter than the economic life of the asset) unless we intend to exercise the renewal option. Refer to Note 20, Commitments and Contingencies. We are also required to make additional payments under lease terms for taxes, insurance, and other operating expenses incurred during the lease period, which are expensed as incurred. Rental deposits are provided for lease agreements that specify payments in advance or deposits held in security that are refundable, less any damages at lease end. Marketing Costs We expense marketing costs, the substantial majority of which includes advertising, as incurred. 103

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Foreign Currency Translation We use the U.S. dollar as our reporting currency. The functional currency of our entities operating outside the United States is the currency of the primary economic environment in which the entity primarily generates and expends cash, which is generally the local currency. The assets and liabilities of these operations are translated to U.S. dollars using exchange rates in effect at the balance sheet dates. Income and expense items are translated monthly at the average exchange rate for that period. The resulting translation adjustments and the effect of exchange rate changes on intercompany transactions of a long-term investment nature are included in shareholders’ equity as a component of accumulated other comprehensive income (loss) or noncontrolling interests, as applicable. We report gains and losses from foreign exchange rate changes related to intercompany receivables and payables that are not of a long-term investment nature, as well as gains and losses from foreign currency transactions in other, net in our Consolidated Statements of Income. These items amounted to a net $1.7 million loss, net $0.6 million loss and net $0.1 million gain in fiscal years 2011, 2010 and 2009, respectively. Fair Value The carrying amount of certain assets and liabilities reported in our Consolidated Balance Sheets, including accounts receivable and accounts payable, approximate fair value because of the short-term nature of these financial instruments. For fair value measurements of assets and liabilities that are recognized or disclosed at fair value, we consider fair value to be an exit price, which represents the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. We use valuation techniques to determine fair value consistent with either the market approach, income approach and/or cost approach, and we prioritize the inputs used in our valuation techniques using the following three-tier fair value hierarchy: • • Level 1 — Observable inputs that reflect quoted market prices (unadjusted) for identical assets and liabilities in active markets; Level 2 — Observable inputs, other than quoted market prices, that are either directly or indirectly observable in the marketplace for identical or similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities; and Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to the fair value of assets or liabilities.

•

We categorize each of our fair value measurements for disclosure purposes in one of the above three levels based on the lowest level input that is significant to the fair value measurement in its entirety. In measuring fair value, our valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. We use prices and inputs that are current as of the measurement date, including during periods of market volatility. Therefore, classification of inputs within the hierarchy may change from period to period depending upon the observability of those prices and inputs. Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value for certain assets and liabilities and their placement within the fair value hierarchy. Refer to Note 11, Fair Value Measurements. Loss Contingencies We are subject to various claims and contingencies which are in the scope of ordinary and routine litigation incidental to our business, including those related to regulation, litigation, business transactions, employee-related matters and taxes, among others. When we become aware of a claim or potential claim, the likelihood of any loss or exposure is assessed. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, we record a liability for the loss. The liability recorded includes probable and estimable legal costs incurred to date and future legal costs to the point in the legal matter where we believe a conclusion to the matter will be reached. If the loss is not probable or the amount of the loss cannot be reasonably estimated, we disclose the claim if the likelihood of a potential loss is reasonably possible and the amount of the potential loss could be material. For matters where no loss contingency is recorded, our policy is to expense legal fees as incurred. The assessment of the likelihood of a potential loss and the estimation of the amount of a loss are subjective and require judgment. Refer to Note 20, Commitments and Contingencies. Restructuring and Other Charges Restructuring and other charges are comprised principally of employee severance and other fringe benefit costs, non-cancelable lease obligations, and other related costs, including asset impairments. Our employee severance costs are expensed on the date 104

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we notify the employee, unless the employee must provide future service, in which case the benefits are expensed ratably over the future service period. For our non-cancelable lease obligations, we record the obligation upon the later of when we terminate the contract in accordance with the contract terms or when we cease using the right conveyed by the contract. We recognize these costs at fair value in the period the liability is incurred. Generally, for restructuring charges that have future payments that extend beyond one year, we record the net present value of the estimated future cash payments and then accrete the discount to restructuring and other charges over the term of the remaining payments. The estimate of our restructuring charges is based on the best information available at the time we record the obligation. Accordingly, any adjustments to previously recorded charges resulting from a change to the estimated liability are recognized in the period the change occurs. Refer to Note 4, Restructuring and Other Charges. Discontinued Operations Assets and liabilities expected to be sold or disposed of are presented separately in our Consolidated Balance Sheets as assets or liabilities held for sale. If we determine we will not have significant continuing involvement with components that are classified as held for sale, the results of operations of these components are presented separately as income (loss) from discontinued operations, net of tax, in the current and prior periods. Refer to Note 5, Discontinued Operations. Recent Accounting Pronouncements Issued Accounting Changes On September 15, 2011, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2011-08, “Intangibles-Goodwill and Other (Topic 350): Testing Goodwill for Impairment” (“ASU 2011-08”), which simplifies how an entity tests goodwill for impairment. The amendments permit an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Accordingly, an entity will no longer be required to calculate the fair value of a reporting unit in the step one test unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. We adopted ASU 2011-08 on September 1, 2011 for our fiscal year 2012 goodwill impairment tests. Although we are still evaluating the impact of adopting ASU 2011-08, we do not believe it will have material impact on our financial condition, results of operations or disclosures. Future Accounting Changes The FASB and the International Accounting Standards Board (“IASB”) are working on joint convergence projects to address accounting differences between GAAP and International Financial Reporting Standards (“IFRS”) in order to support their commitment to achieve a single set of high-quality global accounting standards. Some of the most significant projects on the FASB and IASB’s agenda include accounting for leases, revenue recognition and financial instruments, among other items. Both the FASB and IASB have issued final guidance for certain accounting topics and are currently redeliberating guidance in other areas. The converged guidance that the FASB has already issued addressing fair value measurements and the statement of other comprehensive income is not expected to have a material impact on our financial condition, results of operations, or disclosures. While we anticipate the lease accounting and revenue recognition proposals will have the most impact on us, the FASB’s standard-setting process is ongoing and until new standards have been finalized and issued, we cannot determine the impact on our financial condition, results of operations, or disclosures that may result from any such future changes. Concurrent with these convergence projects, the Securities and Exchange Commission is considering incorporating IFRS into the U.S. financial reporting system. At this time, the method and timing of potential conversion to IFRS is uncertain and cannot be determined until final conversion requirements are mandated. The potential preparation of our financial statements in accordance with IFRS could have a material impact on our financial condition, results of operations, and disclosures. Note 3. Changes in Presentation Operating Expenses In executing our strategy, we have recently implemented and are continuing to implement a number of important changes and initiatives to transition our business to more effectively support our students and improve their educational outcomes. One of our most significant initiatives is to better align our admissions personnel with our students’ success. Effective September 1, 2010, we eliminated enrollment factors in evaluating the performance and any related compensation adjustments for our admissions personnel. This represents a significant change as admissions personnel have been transitioned to more of an advisory function for prospective students during the admissions process, which includes potential students that do not matriculate into one of our educational programs. 105

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Based on our business transition, we evaluated the presentation of our operating expenses and determined that additional disaggregation will provide more meaningful information and increased transparency of our operations. The following details the additional disaggregation and a description of the costs included in our operating expense categories: • Instructional and student advisory - We previously reported our provision for uncollectible accounts receivable and a portion of our depreciation and amortization in “instructional costs and services” on our Consolidated Statements of Income. We have disaggregated and are presenting separately our provision for uncollectible accounts receivable and depreciation and amortization, which are discussed in more detail below. Effective during the first quarter of fiscal year 2011, we have renamed the remaining costs “instructional and student advisory.” This category primarily consists of costs related to the delivery and administration of our educational programs and include costs related to faculty, student advisory and administrative compensation, classroom and administration lease expenses (including facilities that are shared and support both instructional and admissions functions), financial aid processing costs, costs related to the development of our educational programs and other related costs. Tuition costs for all employees and their eligible family members are recorded as an expense within instructional and student advisory. Admissions advisory - We previously reported costs related to our admissions advisory personnel in “selling and promotional” on our Consolidated Statements of Income. Effective during the first quarter of fiscal year 2011, we began separately stating such costs on our Consolidated Statements of Income as “admissions advisory.” Based on the strategic initiative discussed above, we believe the disaggregation of admissions personnel costs better represents our admissions advisory function and provides a more transparent view of our operations. The substantial majority of costs included in this disaggregated presentation consist of compensation for admissions personnel. The category also includes other costs directly related to admissions advisory functions. Marketing - The costs associated with admissions personnel represented a significant portion of our previously reported “selling and promotional” expense. As discussed above, we began presenting such costs separately on our Consolidated Statements of Income. Considering the substantial majority of the remaining costs represent advertising and other marketing activities, we believe the disaggregation of our marketing costs provides additional transparency. Specifically, effective during the first quarter of fiscal year 2011, we have renamed the remaining costs “marketing,” which were previously referred to as “selling and promotional.” The substantial majority of costs included in the disaggregated presentation of marketing consist of advertising expenses, compensation for marketing personnel including personnel responsible for establishing relationships with selected employers, which we refer to as our Workforce Solutions team, and production of marketing materials. The category also includes other costs directly related to marketing functions. Based on this disaggregation, we also identified certain costs previously included in “selling and promotional” that we believe are now more appropriately represented as general and administrative in our revised presentation of operating expenses. These costs principally include compensation associated with our External Affairs employees and other costs related to our External Affairs activities. General and administrative - Excluding the change in presentation noted above related to External Affairs and the disaggregation of depreciation and amortization discussed below, there are no additional changes to our presentation of general and administrative expense. General and administrative costs consist primarily of corporate compensation, occupancy costs, legal and professional fees, and other related costs. Provision for uncollectible accounts receivable - We previously reported our provision for uncollectible accounts receivable in “instructional costs and services” on our Consolidated Statements of Income. We believe the disaggregated presentation of our provision for uncollectible accounts receivable is meaningful and provides a more transparent view of our operations. Depreciation and amortization - We previously reported depreciation and amortization in a combination of all of our operating expense categories on our Consolidated Statements of Income. The assets associated with our depreciation and amortization often possess characteristics that can be associated with multiple operating expense categories. We expect this trend to continue as we implement various strategic initiatives that enhance our operational efficiencies as well as improve the student experience. Accordingly, we believe the disaggregated presentation of our depreciation and amortization provides a more transparent view of our operations.

•

•

•

•

•

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We have changed our presentation of operating expenses for prior periods to conform to the above disaggregation and revisions to our presentation. There were no changes to total operating expenses or operating income as a result of these changes in presentation. The following table presents our operating expenses as previously reported and as changed on our Consolidated Statements of Income for the fiscal years ended:
Year Ended August 31, 2010 ($ in thousands) As Reported As Changed As Reported 2009 As Changed

Instructional and student advisory Marketing Admissions advisory General and administrative Provision for uncollectible accounts receivable Depreciation and amortization Goodwill and other intangibles impairment Litigation charge Total costs and expenses Restricted Cash and Cash Equivalents

$ 2,125,082 1,112,666 — 314,795 — — 184,570 177,982 $ 3,915,095

$ 1,733,134 623,743 466,358 301,116 282,628 145,564 184,570 177,982 $ 3,915,095

$ 1,567,754 952,884 — 286,493 — — — 80,500 $ 2,887,631

$ 1,333,919 497,568 437,908 277,887 151,021 108,828 — 80,500 $ 2,887,631

Effective during fiscal year 2011, we changed our presentation of changes in restricted cash and cash equivalents related to financial aid program funds to cash flows from operating activities on our Consolidated Statements of Cash Flows from Continuing and Discontinued Operations. We previously presented such changes as cash flows from investing activities. Our restricted cash and cash equivalents primarily represents funds held for students for unbilled educational services that were received from Title IV financial aid program funds. When we receive such funds, they are recorded as restricted cash on our balance sheet with an offsetting liability recorded as student deposits. These restricted funds are a core activity of our operations and, accordingly, we believe presentation of changes in such funds as an operating activity more appropriately reflects the nature of the restricted cash. Additionally, we believe that including both changes in the restricted cash asset and the student deposit liability within operating activities provides better transparency. We have changed our presentation on our Consolidated Statements of Cash Flows from Continuing and Discontinued Operations for all periods presented. The changes have no other impact on our financial position and results of operations. The following table presents our cash flows as previously reported and as changed for the fiscal years ended:
Year Ended August 31, 2010 ($ in thousands) As Reported As Changed As Reported 2009 As Changed

Cash flows provided by (used in) operating activities: Change in restricted cash and cash equivalents Net cash provided by operating activities Cash flows provided by (used in) investing activities: Collateralization of letter of credit(1) Net cash used in investing activities
(1)

$ — $ 1,045,070

(11,828) $ $ 1,033,242

$ $

— 960,227

$ $

(48,149) 912,078

$ $

(138,443) (307,117)

$ $

(126,615) (295,289)

$ $

(48,149) (691,265)

$ $

— (643,116)

Following the change in presentation discussed above, the remaining change in restricted cash and cash equivalents in fiscal year 2010 represents funds used to collateralize a letter of credit. We have continued to present this change as an investing activity based on the nature of the restricted cash; however, we have renamed the remaining change, "Collateralization of letter of credit." Refer to Note 8, Restricted Cash Equivalents for Collateralization of Letter of Credit, for further discussion. Note 4. Restructuring and Other Charges As discussed in Note 3, Changes in Presentation, we have recently implemented a number of important operational changes 107

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and initiatives to transition our business to more effectively support our students and improve their educational outcomes. As part of this transition, we implemented a strategic reduction in force in November 2010 and a real estate rationalization plan in the fourth quarter of fiscal year 2011. These initiatives, which are discussed further below, were designed to streamline our operations and better align our operations with our business strategy, refined business model and outlook. The following table details the charges incurred in fiscal year 2011 associated with these initiatives, which are presented in restructuring and other charges on our Consolidated Statements of Income:
($ in thousands)

Real estate rationalization - Lease obligation costs, net Real estate rationalization - Asset impairments Reduction in force - Severance and other benefits Restructuring and other charges Real Estate Rationalization

Charge for Year Ended August 31, 2011 $ 13,052 6,015 3,846 $ 22,913

During the fourth quarter of fiscal year 2011, we initiated a plan to rationalize our real estate portfolio in Phoenix, Arizona through space consolidation and reorganization. The plan consists of abandoning all, or a portion of, four leased facilities, all of which are classified as operating leases. As of August 31, 2011, we were not using one of the facilities and we determined will no longer derive a future economic benefit from the facility. Accordingly, we accrued $13.1 million in other liabilities on our Consolidated Balance Sheets representing the fair value of our future contractual lease obligation under the respective operating lease. We measured the lease obligation at fair value using a discounted cash flow approach encompassing significant unobservable inputs. The estimation of future cash flows includes non-cancelable contractual lease costs over the remaining term of the lease, partially offset by estimated future sublease rental income, which involves significant judgment. Our estimate of the amount and timing of sublease rental income considered current commercial real estate market data and conditions, comparable transaction data and qualitative factors specific to the facility. This estimate will be subject to adjustment as market conditions change or as new information becomes available, including the execution of sublease agreements. We also wrote-off $6.0 million of certain assets, including leasehold improvements, at the facility for which we do not expect a future economic benefit. The lease obligation and asset impairment charges are included in our University of Phoenix reportable segment. We expect to abandon the remaining three facilities in fiscal year 2012 and incur additional charges associated with initially recognizing the net lease obligations and other costs. The majority of these charges will be recorded on the respective cease-use dates for each facility and will be included in our University of Phoenix reportable segment. Reduction in Force We implemented a strategic reduction in force primarily at University of Phoenix in November 2010 that eliminated approximately 700 full-time positions, principally among admissions personnel. In connection with this reduction in force, we incurred a $3.8 million charge consisting of severance and other fringe benefit costs. This charge is included in our University of Phoenix reportable segment and was paid in the second quarter of fiscal year 2011. Note 5. Discontinued Operations In fiscal year 2010, we initiated a formal plan to sell Insight Schools, engaged an investment bank and also began the process of actively marketing Insight Schools as we determined that the business was no longer consistent with our long-term strategic objectives. We completed the sale of Insight Schools during the second quarter of fiscal year 2011 and do not have significant continuing involvement after the sale. We began presenting Insight Schools’ assets and liabilities as held for sale on our Consolidated Balance Sheets in fiscal year 2010, and Insight Schools’ operating results are presented as discontinued operations on our Consolidated Statements of Income for all periods presented. We determined cash flows from discontinued operations are not material and are included with cash flows from continuing operations on our Consolidated Statements of Cash Flows from Continuing and Discontinued Operations. Insight Schools was previously presented as its own reportable segment. We sold all of Insight Schools’ issued and outstanding shares for $6.3 million, plus $3.0 million that will be held in escrow for one year following the sale, and $15.3 million of additional estimated working capital consideration. As of August 31, 2011, we have received $15.0 million of the working capital consideration and we expect to receive the remaining amount and the funds held in escrow during fiscal year 2012. The funds held in escrow are included in other current assets on our Consolidated Balance Sheets. We realized a $0.1 million loss on sale in fiscal year 2011, which is included in income (loss) from 108

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discontinued operations, net of tax on our Consolidated Statements of Income. The major components of Insight Schools’ assets and liabilities presented separately as held for sale on our Consolidated Balance Sheets as of August 31, 2010 are as follows:
As of August 31, ($ in thousands) 2010

Accounts receivable, net Property and equipment, net Goodwill Other Total Insight Schools’ assets Total Insight Schools’ liabilities

$

$ $

3,851 6,037 3,342 2,715 15,945 4,474

The following table summarizes Insight Schools’ operating results for fiscal years 2011, 2010 and 2009, which are presented in income (loss) from discontinued operations, net of tax in our Consolidated Statements of Income:
Year Ended August 31, ($ in thousands) 2011 2010 2009

Net revenue Goodwill impairment(1) Costs and other(2) Income (loss) from discontinued operations before income taxes Benefit from income taxes Income (loss) from discontinued operations, net of tax
(1) (1),(3)

$

20,494 $ — (19,596) 898 1,589 2,487

32,240 $ (9,400) (42,552) (19,712) 4,288 (15,424) $

20,636 — (47,748) (27,112) 10,735 (16,377)

$

$

We recognized the goodwill impairment charge in fiscal year 2010 in the quarter we began presenting Insight Schools’ as held for sale. We did not record a tax benefit associated with the goodwill impairment charge because Insight Schools’ goodwill was not deductible for tax purposes. (2) Costs and other includes a $0.1 million loss on sale recorded in fiscal year 2011. (3) Benefit from income taxes during fiscal year 2011 includes a $1.6 million tax benefit recorded in fiscal year 2011 as a result of the Insight Schools sale generating a capital loss for tax purposes. We include only revenues and costs, including the goodwill impairment charge discussed above, directly attributable to the discontinued operations, and not those attributable to our continuing operations. Accordingly, no interest expense or general corporate overhead have been allocated to Insight Schools. Additionally, we ceased depreciation and amortization on property and equipment and finite-lived intangible assets at Insight Schools in the period we determined it was held for sale. Note 6. Acquisitions UNIACC Apollo Global purchased 100% of UNIACC in fiscal year 2008 for $44.5 million composed of cash and assumed debt, plus a future payment based on a multiple of earnings. In fiscal year 2009, we recorded the estimated obligation associated with the future payment based on earnings as an additional purchase price adjustment increasing goodwill because the amount became determinable during that period. We paid the obligation in fiscal years 2009 and 2010, which consisted of $2.7 million and $5.5 million during the respective years. BPP On July 30, 2009, Apollo Global, through a wholly-owned United Kingdom subsidiary, acquired the entire issued and to be issued ordinary share capital of BPP, a company registered in England and Wales, for cash and assumed debt as detailed in the summary purchase price allocation below. BPP is a provider of education and training to professionals in the legal and finance industries and the BPP University College is the first proprietary institution to have been granted degree awarding powers in the United Kingdom. We accounted for the BPP acquisition using the purchase method of accounting. BPP’s operating results are included in the 109

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consolidated financial statements from the date of acquisition. The following table presents a summary of the BPP acquisition:
($ in thousands)

Tangible assets (net of acquired liabilities) Finite-lived intangible assets Indefinite-lived intangible assets Goodwill Allocated purchase price Less: Debt assumed Less: Cash acquired Acquisition, net of cash acquired Unaudited Pro Forma Financial Results

$

(15,346) 51,304 139,990 425,638 601,586 (84,306) (7,214) 510,066

$

$

The following unaudited pro forma financial results of operations for fiscal year 2009 are presented as if the acquisition of BPP had been completed as of September 1, 2008:
(Unaudited) Year Ended (in thousands, except per share data) August 31, 2009

Pro forma net revenue Pro forma net income attributable to Apollo Pro forma earnings per share: Basic income per share attributable to Apollo Diluted income per share attributable to Apollo Basic weighted average shares outstanding Diluted weighted average shares outstanding

$ $ $ $

4,220,298 616,323 3.91 3.86 157,760 159,514

The unaudited pro forma financial information is presented for informational purposes and includes certain adjustments that are factual and supportable, consisting of increased interest expense on debt used to fund the acquisition, adjustments to depreciation expense related to the fair value adjustment for property and equipment, and amortization related to acquired intangible assets, as well as the related tax effect of these adjustments. The unaudited pro forma information is not indicative of the results of operations that would have been achieved if the acquisition and related borrowings had taken place at the beginning of the applicable presented period, or of future results of the consolidated entities. ULA Apollo Global acquired a 65% ownership interest in ULA in fiscal year 2008 for $35.8 million, composed of cash and assumed debt. In fiscal year 2009, Apollo Global purchased the remaining 35% of ULA for $11.0 million. This transaction was accounted for as a step acquisition in accordance with the purchase method of accounting and resulted in recording $7.0 million of additional goodwill.

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Table of Contents Note 7. Accounts Receivable, Net Accounts receivable, net consist of the following as of August 31:
($ in thousands) 2011 2010

Student accounts receivable Less allowance for doubtful accounts Net student accounts receivable Other receivables Total accounts receivable, net

$

324,324 (128,897) 195,427 20,140 215,567

$

419,714 (192,857) 226,857 37,520 264,377

$

$

Student accounts receivable is composed primarily of amounts due related to tuition and educational services. Our student receivables are not collateralized; however, credit risk is reduced as the amount owed by any individual student is small relative to the total student receivables and the customer base is geographically diverse. For discussion of our accounting policy related to allowance for doubtful accounts, refer to Note 2, Significant Accounting Policies. The following table summarizes the activity in allowance for doubtful accounts for the fiscal years 2011, 2010 and 2009:
Year Ended August 31, ($ in thousands) 2011 2010 2009

Beginning allowance for doubtful accounts Provision for uncollectible accounts receivable Write-offs, net of recoveries Ending allowance for doubtful accounts Note 8. Restricted Cash Equivalents for Collateralization of Letter of Credit

$

192,857 181,297 (245,257) 128,897

$

110,420 282,628 (200,191) 192,857

$

78,362 152,490 (120,432) 110,420

$

$

$

During fiscal year 2010, we posted a letter of credit of approximately $126 million in favor of the U.S. Department of Education as required in connection with a program review of University of Phoenix by the Department. The long-term restricted cash at August 31, 2010 represents funds used to collateralize this letter of credit. During the third quarter of fiscal year 2011, the Department released the letter of credit and, accordingly, the associated funds used as collateral have been returned to us. Refer to Note 20, Commitments and Contingencies. Note 9. Property and Equipment, Net Property and equipment, net consist of the following as of August 31:
($ in thousands) 2011 2010

Land Buildings Furniture and equipment Leasehold improvements (includes tenant improvement allowances) Internally developed software Software Construction in progress Gross property and equipment Less accumulated depreciation and amortization Property and equipment, net

$

32,762 68,202 459,881 349,921 63,578 100,562 29,934 1,104,840 (551,813) 553,027

$

46,641 195,699 368,162 295,058 83,011 68,666 37,080 1,094,317 (474,780) 619,537

$

$

The decrease in land and buildings is primarily due to the sale-leaseback of our principal office buildings in Phoenix, Arizona. Refer to Note 20, Commitments and Contingencies. 111

Table of Contents The following amounts, which are included in the above table, relate to property and equipment capital leases as of August 31:
($ in thousands) 2011 2010

Buildings and land Furniture and equipment Less accumulated depreciation and amortization Capital lease assets, net

$

5,838 36,910 (6,341) 36,407

$

6,029 5,157 (3,340) 7,846

$

$

The increase in furniture and equipment was primarily due to purchases of information technology and network infrastructure assets during fiscal year 2011, a portion of which are recorded as capital leases. Depreciation expense was $144.3 million, $122.2 million and $103.4 million for fiscal years 2011, 2010 and 2009, respectively. Included in these amounts is depreciation of capitalized internally developed software of $15.0 million, $16.1 million and $12.5 million for the fiscal years 2011, 2010 and 2009, respectively. Additionally, we wrote-off $6.0 million of certain assets, including leasehold improvements, during fiscal year 2011 in conjunction with our real estate rationalization plan. Refer to Note 4, Restructuring and Other Charges. We also recorded a loss of $9.4 million in fiscal year 2009 that is included in general and administrative expenses in our Consolidated Statements of Income for the write-off of information technology fixed assets resulting primarily from our rationalization of software. Note 10. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value assigned to the assets acquired and liabilities assumed. Changes in the carrying amount of goodwill by reportable segment during fiscal years 2011 and 2010 are as follows:
Apollo Global University of ($ in thousands) Phoenix BPP Other Insight Schools Other Schools Total Goodwill

Goodwill as of August 31, 2009 Impairment on discontinued operations Impairment Included in assets held for sale Currency translation adjustment Goodwill as of August 31, 2010 Impairment Currency translation adjustment Goodwill as of August 31, 2011

$

$

37,018 — — — — 37,018 — — 37,018

$ 421,836 $ — (156,321) — (24,311) 241,204 (197,674) $ 7,164 50,694 $

35,452 $ — (8,712) — 1,887 28,627 — 1,648 30,275

12,742 $ (9,400) — (3,342) — — — — —

$

$

15,310 — — — — 15,310 — — 15,310

$ 522,358 (9,400) (165,033) (3,342) (22,424) 322,159 (197,674) 8,812 $ 133,297

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The following table presents the components of the net carrying amount of goodwill by reportable segment as of August 31, 2011 and 2010:
Apollo Global University of ($ in thousands) Phoenix BPP Other Other Schools Total Goodwill

August 31, 2010 Gross carrying amount Accumulated impairments Effect of foreign currency translation Net carrying amount $ 37,018 — — 37,018 $ 425,638 $ (156,321) (28,113) 241,204 $ 39,617 $ (8,712) (2,278) 28,627 $ 35,515 $ 537,788 (20,205) (185,238) (30,391) — 15,310 $ 322,159

$

$

Apollo Global University of ($ in thousands) Phoenix BPP Other Other Schools Total Goodwill

August 31, 2011 Gross carrying amount Accumulated impairments Effect of foreign currency translation Net carrying amount $ 37,018 — — 37,018 $ 425,638 $ (353,995) (20,949) 50,694 $ 39,617 $ (8,712) (630) 30,275 $ 35,515 $ 537,788 (20,205) (382,912) (21,579) — 15,310 $ 133,297

$

$

Intangible assets consist of the following as of August 31:
2011 Gross Carrying Amount Effect of Foreign Currency Translation Loss Net Carrying Amount Gross Carrying Amount 2010 Effect of Foreign Currency Translation Loss Net Carrying Amount

($ in thousands)

Accumulated Amortization

Accumulated Amortization

Finite-lived intangible assets Student and customer relationships Copyrights Other Total finite-lived intangible assets Indefinite-lived intangible assets Trademarks(1) Accreditations and designations Total indefinite-lived intangible assets Total intangible assets, net
(1)

$

9,477 20,891 18,702 49,070 98,849 7,456 106,305

$

(6,538) $ (11,521) (12,499) (30,558) — — —

(1,284) $ (422) (1,166) (2,872) (737) (91) (828)

1,655 8,948 5,037 15,640 98,112 7,365 105,477

$

19,935 20,891 20,676 61,502 121,879 7,456 129,335

$

(12,891) $ (6,039) (9,342) (28,272) — — —

(1,624) $ (1,066) (1,591) (4,281) (7,191) (500) (7,691) (11,972) $

5,420 13,786 9,743 28,949 114,688 6,956 121,644 150,593

$ 155,375

$

(30,558) $

(3,700) $ 121,117

$ 190,837

$

(28,272) $

We recorded impairments charges of $22.2 million and $19.6 million of BPP’s intangible assets during fiscal year 2011 and 2010, respectively. See below for further discussion.

Finite-lived intangible assets are amortized on either a straight-line basis or using an accelerated method to reflect the pattern in which the benefits of the asset are consumed. The weighted average useful life of our finite-lived intangible assets that are not fully amortized as of August 31, 2011 is 5.2 years. Amortization expense for intangible assets for fiscal years 2011, 2010 and 2009 was $14.7 million, $24.8 million and $9.3 million, respectively.

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Estimated future amortization expense of finite-lived intangible assets is as follows:
($ in thousands)

2012 2013 2014 2015 2016 Thereafter Total estimated amortization expense

$

$

8,577 4,291 1,546 475 92 659 15,640

Estimated future amortization expense may vary as acquisitions and dispositions occur in the future and as a result of foreign currency translation adjustments. We completed goodwill and indefinite-lived intangible asset impairment tests, as applicable, for each of our reporting units on their respective annual impairment test dates during fiscal year 2011 as follows: • • • • • • University of Phoenix — May 31 BPP — July 1 UNIACC (included in Apollo Global — Other) — May 31 ULA (included in Apollo Global — Other) — May 31 Western International University (included in Apollo Global — Other) — May 31 CFFP (included in Other Schools) — August 31

For our BPP reporting unit, we were required to perform an interim goodwill impairment test in the second quarter of fiscal year 2011, which resulted in recognizing goodwill and other intangibles impairment charges, as further discussed below. We did not record any impairment charges associated with our other reporting units as the estimated fair value of each of the reporting units exceeded the carrying value of their respective net assets as of their annual impairment test date. The excess as a percentage of fair value for University of Phoenix, UNIACC, Western International University and CFFP was at least 25%, and the excess for ULA was approximately 16% as of their respective annual impairment test dates. We believe the assumptions used in our goodwill and indefinite lived intangible asset impairment tests are consistent with a reasonable market participant view while employing the concept of highest and best use of the asset. To determine the fair value for our University of Phoenix and Western International University reporting units, we used market multiple information and recent transaction data, if applicable, of comparable sized companies. For our CFFP reporting unit, we determined fair value using the discounted cash flow valuation method utilizing a 14.0% discount rate and 3% terminal growth rate. For our UNIACC and ULA reporting units, which had $13.1 million and $15.6 million of goodwill, respectively, as of August 31, 2011, we determined fair value by using a combination of the discounted cash flow valuation method and the market-based approach, to which we applied weighting factors of 80% and 20%, respectively. Specifically, for our UNIACC and ULA reporting units, the key assumptions used in our analysis include the following: • Projected net revenue growth at UNIACC through its established online and working learner educational programs, and projected net revenue growth at ULA through its working learner educational programs offered through a blend of on-campus and online modalities. If the projected revenue growth from these programs does not materialize, we may be required in the future to record impairment charges for our goodwill and intangible assets. Discount rates for UNIACC and ULA of 15.5% and 16.5%, respectively, and a terminal growth rate of 5% for both reporting units. For sensitivity purposes, a 100 basis point change in either of these assumptions would not have resulted in the carrying value exceeding the fair value for either reporting unit as of their May 31, 2011 annual impairment test date.

•

Our UNIACC and ULA reporting units also have indefinite lived intangible assets consisting of trademarks and accreditations totaling $7.8 million as of August 31, 2011. We performed a fair value analysis of these indefinite lived intangible assets and determined there was no impairment. BPP Reporting Unit Fiscal Year 2011 During the second quarter of fiscal year 2011, BPP experienced lower than expected rates of enrollment for its accounting and 114

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finance professional training programs. As a result, we revised our outlook for BPP and reduced forecasted revenues and operating cash flows for the remainder of fiscal year 2011. The majority of students take multiple years to complete these programs and, as a result, the lower than expected rates of enrollment in these programs are expected to negatively impact revenue growth for the next couple of years. In addition, we also reduced our forecasts for future years from what we had previously anticipated, as we now believe that we will likely experience further near term declines. Currently, accounting and finance professional training programs account for approximately one-half of BPP’s revenues and a significant portion of BPP’s operating cash flows. For these reasons, we performed an interim goodwill impairment analysis for BPP in the second quarter of fiscal year 2011. To determine the fair value of our BPP reporting unit in our interim step one analysis, we used a combination of the discounted cash flow valuation method and the market-based approach and applied weighting factors of 80% and 20%, respectively. We used assumptions in our interim step one analysis to reflect what we believe to be a reasonable market participant’s view of the increased uncertainty in the broader market conditions impacting BPP. Specifically, the key assumptions used in our revised cash flow estimates include the following: • • • • the markets in which BPP’s professional training programs operate in will experience further declines in the near term, and a recovery in the market for such programs will take longer than previously expected, decreased our pricing assumptions for degree programs at BPP’s University college, given the emerging competitive landscape and the implementation of the U.K. government’s review of funding for higher education, a significant increase in revenues over a long-term horizon at BPP’s University College, and a 13.5% discount rate and 3.0% terminal growth rate.

Incorporating these assumptions into our interim step one goodwill impairment analysis resulted in a lower estimated fair value for the BPP reporting unit as compared to its carrying value. This was the second time that we had received new information that has caused us to revise our forecasts for BPP and record impairment charges, as we recorded goodwill and other intangibles impairment charges in fiscal year 2010, which is discussed below. Accordingly, we performed an interim step two analysis which required us to fair value BPP’s assets and liabilities, including identifiable intangible assets, using the fair value derived from the interim step one analysis as the purchase price in a hypothetical acquisition of the BPP reporting unit. The significant hypothetical purchase price adjustments included in the step two analysis consisted of: • • Adjusting the carrying value of land and buildings included in property and equipment to estimated fair value using the market approach and based on appraisals. Adjusting the carrying value of the trademark and accreditations and designation indefinite-lived intangible assets to estimated fair value using the valuation methods discussed at Note 2, Significant Accounting Policies. Our interim impairment tests for these indefinite-lived intangible assets utilized the same assumptions used in the BPP reporting unit goodwill impairment analysis which resulted in a lower fair value estimate for BPP’s trademark. Adjusting all other finite-lived intangible assets to estimated fair value using a variety of methods under the income approach. As a result of this analysis, we determined that all significant finite-lived intangible assets were not impaired in the second quarter of fiscal year 2011.

•

Based on our analysis, we recorded impairment charges during the second quarter of fiscal year 2011 for BPP’s goodwill and trademark of $197.7 million and $22.2 million, respectively. As BPP’s goodwill is not deductible for tax purposes, we did not record a tax benefit associated with the goodwill impairment charge. In the second quarter of fiscal year 2011, BPP’s goodwill and other intangibles impairment charges in the aggregate approximate $213.9 million (net of $6.0 million benefit for income taxes associated with the other intangibles impairment charge). In the fourth quarter of fiscal year 2011, we performed our annual goodwill impairment for BPP. There have been no significant changes within BPP or the U.K. that we believe would have a meaningful impact on our cash flow estimates and other significant assumptions used in the interim impairment test performed in the second quarter of fiscal year 2011 discussed above. Accordingly, for the purpose of performing the annual goodwill impairment as of July 1, 2011, we utilized a similar valuation methodology and underlying assumptions. BPP’s goodwill was determined to not be impaired and the excess as a percentage of fair value was approximately 23%. Additionally, we completed our annual impairment tests for the indefinitelived assets at BPP and determined there was no impairment. Although our projections used in both our interim and annual goodwill impairment tests assume that the markets in which BPP operates will ultimately stabilize, we may be required to record additional impairment charges for BPP’s remaining goodwill and other intangibles balances of $50.7 million and $110.4 million, respectively, if there are further deteriorations in these 115

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markets, if economic conditions in the U.K. further decline, or we are unable to achieve the projected growth in future enrollment and related revenue at BPP’s University College. Fiscal Year 2010 On July 1, 2010, we conducted our first annual goodwill impairment test for BPP. To determine the fair value of our BPP reporting unit in our step one analysis, we used a combination of the discounted cash flow valuation method and the marketbased approach and applied weighting factors of 80% and 20%, respectively. In October 2010, BPP concluded its fall enrollment period which we believe was adversely impacted by the continued economic downturn in the U.K. Accordingly, we revised our forecast for BPP, which caused our step one annual goodwill impairment analysis to result in a lower estimated fair value for the BPP reporting unit as compared to its carrying value due to the effects of the economic downturn in the U.K. on BPP’s operations and financial performance and increased uncertainty as to when these conditions would recover. Specifically, the assumptions used in our cash flow estimates assumed no near-term recovery in the markets in which BPP operates, modest overall long-term growth in BPP’s core programs and a significant increase in revenues over a long-term horizon at BPP’s University College. We also utilized a 13.0% discount rate and 3.0% terminal growth rate in the analysis. Accordingly, we performed a step two analysis and the significant hypothetical purchase price adjustments included in the analysis consisted of: • • Adjusting the carrying value of land and buildings included in property and equipment to estimated fair value using the market approach and based on recent appraisals. Adjusting the carrying value of the trademark and accreditations and designation indefinite-lived intangible assets to estimated fair value using the valuation methods discussed at Note 2, Significant Accounting Policies. Our annual impairment tests for these indefinite-lived intangible assets utilized the same revenue, margin and discount rate assumptions used in the BPP reporting unit goodwill impairment step one analysis which resulted in a lower fair value estimate for BPP’s trademark. Accordingly, we recorded a $17.6 million impairment charge for these indefinite-lived intangible assets in fiscal year 2010. Adjusting all other finite-lived intangible assets to estimated fair value using a variety of methods under the income approach specifically the costs savings method, with and without method and excess earnings method, or replacement cost approach. As a result of this analysis, we determined that one of our student relationship intangible assets was not recoverable resulting in recording an impairment charge of $2.0 million in fiscal year 2010.

•

Based on our analysis, we recorded a $156.3 million impairment charge for BPP’s goodwill in fiscal year 2010. As BPP’s goodwill is not deductible for tax purposes, we did not record a tax benefit associated with the goodwill impairment charge. In the fiscal year 2010, BPP's goodwill and intangible asset impairment charges in the aggregate approximate $170.4 million (net of $5.5 million benefit for income taxes associated with the intangible asset impairment charges). ULA During fiscal year 2010, we recorded an $8.7 million impairment charge for ULA’s goodwill. As ULA’s goodwill is not deductible for tax purposes, we did not record a tax benefit associated with the goodwill impairment charge. Please refer to Note 2, Significant Accounting Policies, for our policy and methodology for evaluating potential impairment of goodwill and indefinite-lived intangible assets.

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Note 11. Fair Value Measurements Assets and liabilities measured at fair value on a recurring basis consist of the following as of August 31, 2011:
Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets/ Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)

August 31, ($ in thousands) 2011

Assets: Cash equivalents (including restricted cash equivalents): Money market funds Marketable securities: Auction-rate securities Total assets at fair value on a recurring basis: Liabilities: Other liabilities: Interest rate swap Total liabilities at fair value on a recurring basis: $ 1,854,927 5,946 $ 1,860,873 $ 1,854,927 — 1,854,927 $ — — — $ — 5,946 5,946

$

$

$

$ $

3,363 3,363

$ $

— —

$ $

3,363 3,363

$ $

— —

Assets and liabilities measured at fair value on a recurring basis consist of the following as of August 31, 2010:
Fair Value Measurements at Reporting Date Using Quoted Prices in Active Markets for Identical Assets/ Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)

August 31, ($ in thousands) 2010

Assets: Cash equivalents (including restricted cash equivalents): Money market funds Marketable securities: Auction-rate securities Total assets at fair value on a recurring basis: Liabilities: Other liabilities: Interest rate swap Total liabilities at fair value on a recurring basis: $ 1,468,992 15,174 $ 1,484,166 $ 1,468,992 — 1,468,992 $ — — — $ — 15,174 15,174

$

$

$

$ $

5,148 5,148

$ $

— —

$ $

5,148 5,148

$ $

— —

We measure the above items on a recurring basis at fair value as follows: • Money market funds — Classified within Level 1 and were valued primarily using real-time quotes for transactions in active exchange markets involving identical assets. As of August 31, 2011 and 2010, our remaining cash and cash equivalents not disclosed in the above tables approximate fair value because of the short-term nature of the financial instruments. Auction-rate securities — Classified within Level 3 due to the illiquidity of the market and were valued using a discounted cash flow model encompassing significant unobservable inputs such as estimated interest rates, credit spreads, timing and amount of cash flows, credit quality of the underlying securities and illiquidity considerations. Interest rate swap — We have an interest rate swap with a notional amount of $47.5 million as of August 31, 2011 used to minimize the interest rate exposure on a portion of BPP’s variable rate debt. The interest rate swap is used to fix the 117

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variable interest rate on the associated debt. The swap is classified within Level 2 and is valued using readily available pricing sources which utilize market observable inputs including the current variable interest rate for similar types of instruments. At August 31, 2011, the carrying value of our debt, excluding capital leases, was $562.5 million. Substantially all of our debt is variable interest rate debt and the carrying amount approximates fair value. We did not change our valuation techniques associated with recurring fair value measurements from prior periods. Changes in the assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended August 31, 2011 are as follows:
($ in thousands)

Balance at August 31, 2010 Reversal of unrealized loss on redemption Redemptions at par value Transfers in (out) of Level 3 Balance at August 31, 2011 Net unrealized gains (losses) included in earnings related to assets held as of August 31, 2011 Assets and liabilities measured at fair value on a non-recurring basis during fiscal year 2011 consist of the following:
Fair Value Measurements at Measurement Date Using Quoted Prices in Active Markets for Identical Assets/ Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)

$

15,174 772 (10,000) — $ 5,946 $ —

($ in thousands)

Fair Value at Measurement Date

Losses for Year Ended August 31, 2011

Assets: Goodwill BPP Intangible assets, net BPP trademark Total assets at fair value on a nonrecurring basis Liabilities: Other liabilities Restructuring obligation Total liabilities at fair value on a nonrecurring basis $ $ 13,052 13,052 $ $ — — $ $ — — $ $ 13,052 13,052 $ $ (13,052) (13,052) $ 48,889 90,658 $ 139,547 $ $ — — — $ $ — — — $ $ 48,889 90,658 139,547 $ $ (197,674) (22,253) (219,927)

In the second quarter of fiscal year 2011, we recorded impairment charges for BPP’s goodwill and trademark. Accordingly, BPP’s goodwill balance was written down to the implied fair value and BPP’s trademark was measured at fair value. We measured the implied fair value for BPP’s goodwill and the fair value of BPP’s trademark using Level 3 inputs included in the valuation methods used to determine fair value for the respective assets. Refer to Note 10, Goodwill and Intangible Assets. During the fourth quarter of fiscal year 2011, we recorded a $13.1 million liability associated with our real estate rationalization plan. We measured the liability at fair value using Level 3 inputs included in the valuation method. Refer to Note 4, Restructuring and Other Charges.

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Note 12. Accrued Liabilities Accrued liabilities consist of the following as of August 31:
($ in thousands) 2011 2010

Securities class action liability Salaries, wages and benefits Accrued advertising Accrued professional fees Student refunds, grants and scholarships Other accrued liabilities Total accrued liabilities

$

$

161,150 93,763 50,172 32,607 17,360 43,754 398,806

$

$

177,982 80,773 52,472 30,895 9,842 23,497 375,461

Refer to Note 20, Commitments and Contingencies, for discussion of the securities class action liability. Salaries, wages and benefits represent amounts due to employees, faculty and third parties for salaries, bonuses, vacation pay and health insurance. Accrued advertising represents amounts due for Internet marketing, direct mail campaigns, and print and broadcast advertising. Accrued professional fees represent amounts due to third parties for outsourced student financial aid processing and other accrued professional obligations. Student refunds, grants and scholarships represent amounts due to students for tuition refunds, federal and state grants payable, scholarships, and other related items. Other accrued liabilities primarily includes sales and business taxes, facilities costs such as rent and utilities, costs for curriculum materials and certain accrued purchases.

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Note 13. Debt Debt and short-term borrowings consist of the following as of August 31:
($ in thousands) 2011 2010

Bank Facility, see terms below BPP Credit Facility, see terms below Capital lease obligations Other, see terms below Total debt Less short-term borrowings and current portion of long-term debt Long-term debt Aggregate debt maturities for each of the years ended August 31 are as follows:
($ in thousands)

$

493,322 $ 497,968 47,603 52,925 36,512 7,827 21,572 25,680 599,009 584,400 (419,318) (416,361) $ 179,691 $ 168,039

2012 2013 2014 2015 2016 Thereafter

$

$ •

419,318 150,651 8,273 7,970 6,295 6,502 599,009

Bank Facility - In fiscal year 2008, we entered into a syndicated $500 million credit agreement (the “Bank Facility”). The Bank Facility is an unsecured revolving credit facility used for general corporate purposes including acquisitions and stock buybacks. The Bank Facility has an expansion feature for an aggregate principal amount of up to $250 million. The term is five years and will expire on January 4, 2013. The Bank Facility provides a multi-currency sub-limit facility for borrowings in certain specified foreign currencies. We borrowed substantially all of our credit line under the Bank Facility as of August 31, 2011 and 2010, which included £63.0 million denominated in British Pounds (equivalent to $103.2 million as of August 31, 2011). We repaid the U.S. dollar denominated debt on our Bank Facility of $390.1 million during the first quarter of fiscal year 2012 and $400.1 million during the first quarter of fiscal year 2011. We have classified the U.S. dollar denominated portion of our Bank Facility borrowings as short-term borrowings and the current portion of long-term debt on our Consolidated Balance Sheets because it was repaid subsequent to our respective fiscal year-ends. The Bank Facility fees are determined based on a pricing grid that varies according to our leverage ratio. The Bank Facility fee ranges from 12.5 to 17.5 basis points and the incremental fees for borrowings under the facility range from LIBOR + 50.0 to 82.5 basis points. The weighted average interest rate on outstanding borrowings under the Bank Facility at August 31, 2011 and 2010 was 2.8% and 2.9%, respectively. The Bank Facility contains affirmative and negative covenants, including the following financial covenants: maximum leverage ratio, minimum coverage interest and rent expense ratio, and a U.S. Department of Education financial responsibility composite score. In addition, there are covenants restricting indebtedness, liens, investments, asset transfers and distributions. We were in compliance with all covenants related to the Bank Facility at August 31, 2011.

•

BPP Credit Facility - In fiscal year 2010, we refinanced BPP’s debt by entering into a £52.0 million (equivalent to $85.2 million as of August 31, 2011) secured credit agreement (the “BPP Credit Facility”). The BPP Credit Facility contains term debt, which was used to refinance BPP’s existing debt, and revolving credit facilities used for working capital and general corporate purposes. The term of the agreement is three years and will expire on August 31, 2013. The interest rate on borrowings varies according to a financial ratio and range from LIBOR + 250 to 325 basis points. The weighted average interest rate on BPP’s outstanding borrowings at August 31, 2011 and 2010 was 4.0% and 4.0%, respectively. The BPP Credit Facility contains financial covenants that include minimum cash flow coverage ratio, minimum fixed charge coverage ratio, maximum leverage ratio, and maximum capital expenditure ratio. We were in compliance with all 120

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covenants related to the BPP Credit Facility at August 31, 2011. • Other - Other debt includes $9.1 million of variable rate debt and $12.5 million of fixed rate debt as of August 31, 2011, and $8.7 million of variable rate debt and $17.0 million of fixed rate debt as of August 31, 2010. The interest rates on these debt instruments range from 5.0% to 7.3% with various maturities from 2012 to 2019. The weighted average interest rate on our other debt at August 31, 2011 and 2010 was 6.1% and 6.7%, respectively.

Refer to Note 11, Fair Value Measurements, for discussion of the fair value of our debt. Note 14. Other Liabilities Other liabilities consist of the following as of August 31:
($ in thousands) 2011 2010

Deferred rent and other lease incentives Deferred gains on sale-leasebacks Uncertain tax positions Restructuring obligation Other Total other liabilities Less current portion Total other long-term liabilities

$

90,761 31,288 28,218 13,052 51,151 214,470 (50,131)

$

81,218 5,560 126,999 — 51,925 265,702 (53,416) 212,286

$

164,339

$

Deferred rent represents the difference between the cash rental payments and the straight-line recognition of the expense over the term of the leases. Other lease incentives represent amounts included in lease agreements and are amortized on a straight-line basis over the term of the leases. The increase in deferred gains on sale-leasebacks is primarily due to the sale-leaseback of our principal office buildings in Phoenix, Arizona. Refer to Note 20, Commitments and Contingencies. The decrease in our liability for uncertain tax positions is primarily due to resolution regarding the apportionment of income for state income tax purposes. Refer to Note 15, Income Taxes. The restructuring and other activities liability is related to our real estate rationalization plan. Refer to Note 4, Restructuring and Other Charges. Note 15. Income Taxes Geographic sources of income (loss) from continuing operations before income taxes are as follows:
($ in thousands) 2011 2010 2009

United States Foreign Total income from continuing operations before income taxes

$ 1,213,353 $ 1,227,794 $ 1,085,704 (259,406) (226,726) (18,777) $ 953,947 $ 1,001,068 $ 1,066,927

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Income tax expense (benefit) consists of the following for fiscal years 2011, 2010 and 2009:
($ in thousands) 2011 2010 2009

Current: Federal State Foreign Total current Deferred: Federal State Foreign Total deferred Total provision for income taxes

$

350,640 11,372 1,129 363,141 62,474 10,214 (15,191)

$

458,375 $ 131,284 (218) 589,441 (106,834) (7,574) (10,970) (125,378)

377,911 93,350 (1,025) 470,236 (8,667) (4,872) 23 (13,516) 456,720

$

57,497 420,638

$

464,063

$

Deferred tax assets and liabilities result primarily from temporary differences in book versus tax basis accounting. Deferred tax assets and liabilities consist of the following as of August 31:
($ in thousands) 2011 2010

Deferred tax assets: Allowance for doubtful accounts Deferred rent and tenant improvement allowances Net operating loss carry-forward Litigation charge Share-based compensation Other Gross deferred tax assets Valuation allowance Deferred tax assets, net of valuation allowance Deferred tax liabilities: Fixed assets Intangible assets Other Gross deferred tax liabilities Net deferred income taxes $ 44,364 $ 25,198 10,718 61,502 67,697 59,001 268,480 (10,446) 258,034 57,314 30,738 1,296 89,348 168,686 72,344 28,921 17,629 70,383 63,168 73,821 326,266 (14,645) 311,621 39,276 40,069 5,531 84,876 226,745

$

$

The decrease in our valuation allowance during fiscal year 2011 was primarily the result of the write-off of net operating losses and associated valuation allowance due to the closure of Meritus. We have recorded a valuation allowance related to a portion of our net operating losses and to the deferred tax assets of certain of our foreign subsidiaries, as it is more likely than not that these deferred tax assets will not be utilized. In light of our history of profitable operations, we have concluded that it is more likely than not that we will ultimately realize the full benefit of our deferred tax assets other than assets mentioned above. Accordingly, we believe that a valuation allowance should not be recorded for our remaining net deferred tax assets. The net operating loss carry-forward in the above table represents $17.5 million of U.S. net operating losses that will begin to expire August 31, 2021. We also have $20.7 million of net operating losses in various foreign jurisdictions that do not expire. We have not provided deferred taxes on unremitted earnings attributable to international companies that have been considered permanently reinvested. As of August 31, 2011, any earnings related to the operations of these foreign subsidiaries are not significant. 122

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We exercise significant judgment in determining our income tax provision due to transactions, credits and calculations where the ultimate tax determination is uncertain. The following is a tabular reconciliation of the total amount of unrecognized tax benefits, excluding interest and penalties, at the beginning and the end of fiscal years 2011 and 2010:
($ in thousands)

Balance at August 31, 2009 Additions based on tax positions taken in the current year Additions for tax positions taken in prior years Settlement with tax authorities Reductions for tax positions of prior years Reductions due to lapse of applicable statute of limitations Balance at August 31, 2010 Additions based on tax positions taken in the current year Additions for tax positions taken in prior years Settlement with tax authorities Reductions for tax positions of prior years Reductions due to lapse of applicable statute of limitations Balance at August 31, 2011

$

84,861 99,590 18,323 (20,665) (11,733) (4,328) 166,048 4,503 15,570 (110,980) (45,231) (4,099) $ 25,811

As of August 31, 2011 and 2010, we had $1.2 million and $44.4 million, respectively, of unrecognized receivables included in our unrecognized tax benefits, and the substantial majority of our remaining unrecognized tax benefits are included in other liabilities in our Consolidated Balance Sheets. The decrease in our unrecognized tax benefits during fiscal year 2011 was principally attributable to resolution with the Arizona Department of Revenue regarding the apportionment of income for Arizona corporate income tax purposes. See Arizona Department of Revenue Audit below for further discussion. The decrease was also due to a $9.6 million benefit from resolution with the Internal Revenue Service regarding the deductibility of payments made related to the settlement of a qui tam lawsuit in fiscal year 2010. This benefit is included in litigation charge on our effective income tax rate reconciliation below. We classify interest and penalties related to uncertain tax positions as a component of provision for income taxes in our Consolidated Statements of Income. We recognized benefits of $1.7 million and $10.4 million in fiscal years 2011 and 2010, respectively, and an expense of $4.4 million in fiscal year 2009 related to interest and penalties. The $1.7 million benefit in fiscal year 2011 is primarily attributable to the reduction of accrued interest related to the resolution with the Arizona Department of Revenue noted above. The $10.4 million benefit in fiscal year 2010 is mainly due to the reduction of accrued interest related to the I.R.S. 162(m) settlement which occurred in November 2009. See Internal Revenue Service Audits below for further discussion. The total amount of interest and penalties included in our Consolidated Balance Sheets was $3.7 million and $5.4 million as of August 31, 2011 and 2010, respectively. We believe that any change in our existing unrecognized tax benefits in the next 12 months will be immaterial. As of August 31, 2011, $18.4 million of our total unrecognized tax benefits would favorably affect our effective tax rate if recognized. If amounts accrued are less than amounts ultimately assessed by the taxing authorities, we would record additional income tax expense in our Consolidated Statements of Income. Our U.S. federal tax years and various state tax years from 2006 remain subject to income tax examinations by tax authorities. In addition, tax years from 2006 related to our foreign taxing jurisdictions also remain subject to examination.

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The provision for income taxes differs from the tax computed using the statutory U.S. federal income tax rate as a result of the following items for fiscal years 2011, 2010 and 2009:
2011 2010 2009

Statutory U.S. federal income tax rate State income taxes, net of federal benefit(1) Non-deductible compensation, net(2) Foreign taxes Litigation charge Goodwill impairments Meritus closure Other, net Effective income tax rate
(1)

35.0 % 1.8 % 0.3 % 0.8 % (1.0)% 7.4 % (0.8)% 0.6 % 44.1 %

35.0 % 6.3 % (1.1)% 1.1 % —% 5.8 % —% (0.7)% 46.4 %

35.0 % 5.1 % 0.4 % 0.6 % 0.9 % —% —% 0.8 % 42.8%

In fiscal year 2011, we realized a $43.3 million benefit associated with our resolution with the Arizona Department of Revenue. See further discussion below. (2) In fiscal year 2010, we recorded benefits of $10.2 million and $1.2 million associated with our settlement of a dispute with the Internal Revenue Service. See further discussion below. Internal Revenue Service Audits In fiscal year 2007, the Internal Revenue Service commenced an examination of our U.S. federal income tax returns for fiscal years 2003 through 2005. In February 2009, the Internal Revenue Service issued an examination report and proposed to disallow certain deductions relating to stock option compensation and also proposed the additions of penalties and interest. In March 2009, we commenced administrative proceedings with the Office of Appeals of the Internal Revenue Service challenging the proposed adjustments, including penalties and interest. In November 2009, we executed a Closing Agreement with the Internal Revenue Service Office of Appeals to settle this matter. The settlement resolves only the disputed tax issues between the Internal Revenue Service and us and is not an admission by us of liability, wrongdoing, legal compliance or non-compliance for any other purpose. Prior to the settlement, we had a total accrual of $50.5 million included in our reserve for uncertain tax positions relating to this issue. As a result of this settlement, we paid $27.3 million during fiscal year 2010 and the remaining accrual was reversed through a reduction in the provision for income taxes, a decrease in deferred tax assets, and an increase in additional paid-in capital in the amounts of $10.2 million, $1.5 million and $11.5 million, respectively. Based on the agreed upon settlement, we believe that we are entitled to certain deductions related to stock option compensation that were not claimed on our tax returns for the years ended in 2006 through 2009. During fiscal year 2010, we recorded the benefit of these deductions through provision for income taxes, deferred taxes, and additional paid-in-capital in the amounts of $1.2 million, $0.9 million and $16.0 million, respectively. We submitted claims to the Internal Revenue Service for the deductions that were not taken on our tax returns for the years ended in 2006, 2007 and 2008. These claims have been accepted by the Internal Revenue Service. We have also claimed the deductions related to stock option compensation in subsequent year income tax returns. Our U.S. federal income tax returns for our fiscal years 2006 through 2010 are currently under review by the Internal Revenue Service. Arizona Department of Revenue Audit The Arizona Department of Revenue commenced an audit during fiscal year 2010 relating to our Arizona income tax returns for fiscal years 2003 through 2009. During fiscal year 2010, we filed amended Arizona income tax returns for fiscal years 2003 through 2007 to change our method of sourcing service income to a destination basis, rather than on an origin basis, for sales factor apportionment purposes. In general for state sales factor apportionment purposes, ‘destination sourcing’ assigns revenue to the state of the customer or market, while ‘origin sourcing’ assigns revenue to the state of production. We also reported the final audit adjustments made by the Internal Revenue Service for fiscal years 2003 through 2005. The resulting impact from these adjustments was a net claim for refund of $51.5 million, excluding interest, for fiscal years 2003 through 2007. For fiscal years 2008 through 2010, we filed our original Arizona income tax returns sourcing our service revenues on a destination basis and we did not take a benefit related to our Arizona destination sourcing position in our financial statements. 124

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In March 2011, the Arizona Department of Revenue issued a notice of proposed assessment for fiscal years 2003 through 2009 asserting our services revenues should be based on an origin sourcing method. The proposed assessment also denied our refund claims for this same reason. In May 2011, we filed our protest to the proposed assessment and refund denials, and began the administrative review process to assert our destination sourcing position. On August 4, 2011, we executed a Closing Agreement with the Arizona Department of Revenue to settle this matter. The settlement resolves the sales factor sourcing issue for the audit period and provides an agreed upon sales factor sourcing methodology for fiscal years 2010 through 2020. Based on the agreed upon settlement, we have foregone our refund claims of $51.5 million, paid or will pay $59.8 million, and made applicable adjustments to our deferred taxes. These amounts were previously included in our unrecognized tax benefits, and the settlement resulted in a $43.3 million benefit. The benefit includes state tax accrued throughout fiscal year 2011 based on the uncertainty prior to settlement. In addition to the audits discussed above, we are subject to numerous ongoing audits by federal, state, local and foreign tax authorities. Although we believe our tax accruals to be reasonable, the final determination of tax audits in the U.S. or abroad and any related litigation could be materially different from our historical income tax provisions and accruals. Note 16. Shareholders’ Equity Share Reissuances During fiscal years 2011, 2010 and 2009, we issued approximately 1.2 million, 1.1 million and 3.1 million shares, respectively, of our Apollo Group Class A common stock from our treasury stock as a result of stock option exercises, release of shares covered by vested restricted stock units, and purchases under our employee stock purchase plan. Share Repurchases Our Board of Directors has authorized us to repurchase outstanding shares of Apollo Group Class A common stock, from time to time, depending on market conditions and other considerations. During the second quarter of fiscal year 2011, our Board of Directors authorized an increase in the amount available under our share repurchase program up to an aggregate amount of $600 million of Apollo Group Class A common stock. There is no expiration date on the repurchase authorizations and repurchases occur at our discretion. We repurchased approximately 18.3 million, 7.9 million and 7.2 million shares of our Apollo Group Class A common stock during fiscal years 2011, 2010 and 2009, respectively, at a total cost of $775.8 million, $439.3 million and $444.4 million during the respective fiscal years. This represented weighted average purchase prices of $42.30, $55.78 and $61.62 per share during the respective fiscal years. As of August 31, 2011, approximately $0.7 million remained available under our share repurchase authorization. Subsequent to August 31, 2011, our Board of Directors authorized an increase in the amount available under our share repurchase program up to an aggregate amount of $500 million. The amount and timing of future share repurchase authorizations and repurchases, if any, will be made as market and business conditions warrant. Repurchases may be made on the open market through various methods including but not limited to accelerated share repurchase programs, or in privately negotiated transactions, pursuant to the applicable Securities and Exchange Commission rules, and may include repurchases pursuant to Securities and Exchange Commission Rule 10b5-1 nondiscretionary trading programs. In connection with the release of vested shares of restricted stock, we repurchased approximately 163,000, 149,000 and 119,000 shares of Class A common stock for $7.4 million, $7.1 million and $8.1 million during fiscal years 2011, 2010 and 2009, respectively. These repurchases relate to tax withholding requirements on the restricted stock units and are not part of the repurchase program described above.

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Table of Contents Accumulated Other Comprehensive Loss The following table summarizes the components of accumulated other comprehensive loss at August 31:
($ in thousands) 2011 2010

Foreign currency translation losses Unrealized loss on marketable securities Accumulated other comprehensive loss(1)
_______________________________________
(1)

$ $

(23,230) $ (531) (23,761) $

(30,182) (994) (31,176)

Accumulated other comprehensive loss is net of $0.4 million and $1.2 million of taxes as of August 31, 2011 and 2010, respectively. The tax effect on each component of other comprehensive income during fiscal years 2011, 2010 and 2009 is not significant.

The decrease in foreign currency translation losses is primarily the result of a general weakening of the U.S. dollar relative to foreign currencies during fiscal year 2011. Note 17. Earnings Per Share Our outstanding shares consist of Apollo Group Class A and Class B common stock. Our Articles of Incorporation treat the declaration of dividends on the Apollo Group Class A and Class B common stock in an identical manner. As such, both the Apollo Group Class A and Class B common stock are included in the calculation of our earnings per share. Diluted weighted average shares outstanding includes the incremental effect of shares that would be issued upon the assumed exercise of stock options and the vesting and release of restricted stock units and performance share awards. The components of basic and diluted earnings per share are as follows:
Year Ended August 31, ($ in thousands) 2011 2010 2009

Net income attributable to Apollo (basic and diluted) Basic weighted average shares outstanding Dilutive effect of stock options Dilutive effect of restricted stock units and performance share awards Diluted weighted average shares outstanding Earnings per share: Basic income per share attributable to Apollo Diluted income per share attributable to Apollo

$

572,427 141,269 99 382 141,750 4.05 4.04

$

553,002 151,955 652 299 152,906 3.64 3.62

$

598,319 157,760 1,482 272 159,514 3.79 3.75

$ $

$ $

$ $

During fiscal years 2011, 2010 and 2009, approximately 9.3 million, 7.2 million and 3.6 million, respectively, of our stock options outstanding and approximately 390,000, 6,000 and 6,000, respectively, of our restricted stock units and performance share awards were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. These options, restricted stock units and performance share awards could be dilutive in the future. Note 18. Stock and Savings Plans 401(k) Plan We sponsor a 401(k) plan for eligible employees which provides them the opportunity to make pre-tax employee contributions. Such contributions are subject to certain restrictions as set forth in the Internal Revenue Code. Upon a participating employee’s completion of one year of service and 1,000 hours worked, we will match, at our discretion, 30% of such employee's contributions up to the lesser of 15% of his or her gross compensation or the maximum participant contribution permitted under the Internal Revenue Code. Our matching contributions totaled $12.6 million, $11.3 million and $9.6 million for fiscal years 2011, 2010 and 2009, respectively. Employee Stock Purchase Plan Our Third Amended and Restated 1994 Employee Stock Purchase Plan allows eligible employees to purchase shares of our Class A common stock at quarterly intervals through periodic payroll deductions at a price per share equal to 95% of the fair market value on the purchase date. This plan is deemed to be non-compensatory, and accordingly, we do not recognize any sharebased compensation expense with respect to the shares of our Class A common stock purchased under the plan. 126

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Share-Based Compensation Plans We currently have outstanding awards under the following two share-based compensation plans: the Apollo Group, Inc. Second Amended and Restated Director Stock Plan and the Apollo Group, Inc. Amended and Restated 2000 Stock Incentive Plan. Under the Second Amended and Restated Director Stock Plan, the non-employee members of our Board of Directors received on September 1 of each year through 2003 options to purchase shares of our Class A common stock. No additional shares are available for issuance under this plan, and no grants have been made under such plan since the 2003 calendar year grants. Under the Amended and Restated 2000 Stock Incentive Plan, we may grant non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock units, performance share awards, and other share-based awards covering shares of our Class A common stock to officers, key employees and faculty members, and the non-employee members of our Board of Directors. In general, the awards granted under the Amended and Restated 2000 Stock Incentive Plan vest over periods ranging from six months to four years. Stock options granted have contractual terms of 10 years or less. For certain outstanding stock options, vesting may be tied to the attainment of prescribed market conditions based on stock price appreciation in addition to servicevesting requirements. Restricted stock units issued under the Plan may have both performance-vesting and service-vesting components (for grants generally made to executive officers) or service-vesting only (for other recipients). Performance share awards have both performance-vesting and service-vesting components tied to a defined performance period. Approximately 25.1 million shares of our Class A common stock have been reserved for issuance over the term of this plan. The shares may be issued from treasury shares or from our authorized but unissued shares of our Class A common stock. As of August 31, 2011, approximately 14.3 million authorized and unissued shares of our Class A common stock were available for issuance under the Amended and Restated 2000 Stock Incentive Plan, including the shares subject to outstanding equity awards under such plan. Under each of the two Apollo Group plans, the exercise price for stock options may not be less than 100% of the fair market value of our Class A common stock on the date of the grant. The requisite service period for all awards is generally equal to the vesting period.

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Stock Options and Stock Appreciation Rights During fiscal years 2011, 2010 and 2009, we granted stock options with a service vesting condition to the members of our Board of Directors, officers, and certain faculty and management employees. During fiscal year 2009, we also granted stock options with both a service and a market vesting condition to certain members of our management team. We measure the fair value of stock options as of the date of grant. We amortize share-based compensation expense, net of forfeitures, over the requisite service period using the straight-line method for awards with only a service condition, and the graded vesting attribution method for awards with a service and a market vesting condition. The vesting period of the stock options granted generally ranges from six months to four years. A summary of the activity and changes related to stock options and stock appreciation rights granted under our plans is as follows:
Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (Years)

(numbers in thousands, except per share and contractual term data)

Total Shares

Aggregate Intrinsic Value ($)(1)

Outstanding as of August 31, 2008 Granted Exercised Forfeited, canceled or expired Outstanding as of August 31, 2009 Granted Exercised Forfeited, canceled or expired Outstanding as of August 31, 2010 Granted Exercised Forfeited, canceled or expired Outstanding as of August 31, 2011 Vested and expected to vest as of August 31, 2011 Exercisable as of August 31, 2011 Available for future grant as of August 31, 2011
_______________________________________
(1)

12,377 $ 1,164 (2,707) (572) 10,262 850 (521) (442) 10,149 650 (608) (915) 9,276 9,213 7,136 1,361 $ $ $

52.41 68.08 41.18 64.24 56.49 43.28 27.33 62.87 56.62 43.49 31.41 58.38 57.18 57.24 58.38

3.00 2.98 2.60

$ $ $

6,894 6,702 2,159

Aggregate intrinsic value represents the total amount obtained by multiplying the portion of our closing stock price of $46.83 on August 31, 2011 in excess of the applicable exercise prices by the number of options outstanding or exercisable with an exercise price less than that closing stock price.

As of August 31, 2011, there was approximately $34.4 million of total unrecognized share-based compensation cost, net of forfeitures, related to unvested stock options and stock appreciation rights. These costs are expected to be recognized over a weighted average period of 2.08 years. The fair value of stock options and stock appreciation rights that vested during fiscal years 2011, 2010 and 2009 was $37.8 million, $45.4 million, and $54.1 million, respectively.

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The following table summarizes information related to outstanding and exercisable options and stock appreciation rights as of August 31, 2011:
Outstanding Weighted Avg. Contractual Life Remaining Weighted Avg. Exercise Price per Share Exercisable Weighted Avg. Exercise Price per Share

Range of Exercise Prices (options in thousands)

Outstanding

Exercisable

$5.83 to $47.47 $48.30 to $51.33 $51.67 to $57.54 $58.03 to $58.03 $58.43 to $62.51 $62.78 to $69.51 $70.02 to $169.47

1,581 1,581 653 1,740 1,571 1,367 783 9,276

4.61 2.75 2.73 1.83 2.69 3.57 2.69

$ $ $ $ $ $ $

42.59 49.48 55.47 58.03 61.54 67.32 75.25

444 1,567 485 1,740 1,297 878 725 7,136

$ $ $ $ $ $ $

41.96 49.49 55.40 58.03 61.38 66.56 75.21

The following table summarizes information related to stock options and stock appreciation rights exercised during fiscal years 2011, 2010 and 2009:
Year Ended August 31, ($ in thousands) 2011 2010 2009

Amounts related to options and stock appreciation rights exercised: Intrinsic value realized Actual tax benefit realized by Apollo for tax deductions $ $ 9,207 1,771 $ $ 18,020 7,175 $ $ 94,638 21,732

The shares issued upon the exercise of stock options and stock appreciation rights were drawn from treasury shares. Cash received from stock option and stock appreciation rights exercises during fiscal years 2011, 2010 and 2009 was approximately $19.2 million, $14.1 million and $111.6 million, respectively. Stock Option Valuation Assumptions Fair Value — We typically use the Black-Scholes-Merton option pricing model to estimate the fair value of our options as of the grant dates using the following weighted average assumptions:
Year Ended August 31, 2011 2010 2009

Weighted average fair value Expected volatility Expected life (years) Risk-free interest rate Dividend yield

$

16.71 $ 46.8% 4.2 1.4% 0.0%

17.30 $ 48.6% 4.2 1.5% 0.0%

27.32 47.7% 4.2 2.2% 0.0%

Expected Volatility — We use an average of our historical volatility and the implied volatility of long-lived call options to estimate expected volatility. Expected Term (years) — Prior to fiscal year 2011, we generally used the simplified mid-point method to estimate the expected term of stock options based on our determination that the terms and exercise behavior of our stock options had changed significantly in recent periods, causing our historical exercise data to not be reflective of our expectations of future exercise behavior. The simplified method uses the mid-point between the vesting and contractual terms of the stock options. During fiscal year 2011, we estimated the expected term of our stock options granted based primarily on the vesting period of the awards and 129

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historical exercise behavior, which did not result in a significant change in our expected term assumption compared to prior years. Risk-Free Interest Rate — We use the U.S. constant maturity treasury rates as the risk-free rate interpolated between the years commensurate with the expected life assumptions. Dividend Yield — The dividend yield assumption is based on the fact that we have not historically paid dividends and we have no current plan to pay dividends in the near term. Restricted Stock Units and Performance Share Awards (“PSAs”) During fiscal years 2011, 2010 and 2009, we granted restricted stock units covering shares of our Class A common stock with a service and a performance vesting condition to several of our officers. We also granted restricted stock units with only a service vesting condition to the members of our Board of Directors, officers, and certain faculty and management employees. We measure the fair value of restricted stock units as of the date of grant. We amortize share-based compensation expense for awards expected to vest over the requisite service period using the straight-line method for awards with only a service condition, and the graded vesting attribution method for awards with a service and a performance condition. Share-based compensation expense is not recognized for awards with performance conditions that do not meet the associated performance condition. The vesting period of the restricted stock units granted generally ranges from six months to four years. See summary of the activity and changes related to restricted stock units granted under our plans below. During fiscal years 2011 and 2010, we granted performance share awards to certain members of our executive management that vest based on performance and service vesting conditions. The level at which the performance condition is attained will determine the actual number of shares of our Class A common stock into which the PSAs will be converted. The conversion percentage will range from 0% to 200%, and in limited cases may range to 600%, of the target level based on the performance condition attainment. The award holder will vest in one-third of the shares of our Class A common stock into which his or her PSAs are so converted for each fiscal year the award holder remains employed during the three year performance period. However, the PSAs will immediately convert into fully-vested shares of our Class A common stock at target level or above upon certain changes in control or ownership. The shares of our Class A common stock into which the PSAs are converted will be issued upon the completion of the applicable performance period. We measure the fair value of PSAs as of the date of grant and amortize share-based compensation expense for our estimate of the number of shares of our Class A common stock expected to vest and become issuable under those awards over the requisite service period. Our estimate of the number of shares that will vest and become issuable under the PSA awards is based on our determination of the probable outcome of the performance condition and requires considerable judgment. Share-based compensation expense is not recognized for PSAs that do not meet the associated performance condition.

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The following schedule includes activity and changes related to the restricted stock units and PSAs (granted PSAs are assumed to convert into shares of our Class A common stock at the 100% target level):
Weighted Average Grant Date Fair Value

(numbers in thousands, except per share data)

Number of Shares

Nonvested balance at August 31, 2008 Granted Vested and released Forfeited Nonvested balance at August 31, 2009 Granted Vested and released Forfeited Nonvested balance at August 31, 2010(1) Granted Vested and released Forfeited Nonvested balance at August 31, 2011(1)
_______________________________________
(1)

715 $ 645 (324) (38) 998 1,057 (435) (70) 1,550 2,263 (469) (152) 3,192 $

58.17 69.49 60.96 57.58 62.88 44.27 61.29 60.97 50.72 44.38 54.01 49.94 45.78

The nonvested balance at August 31, 2011 and August 31, 2010 includes approximately 260,000 and 69,000 PSAs, respectively, at the target level. The vesting of these awards are subject to the achievement of the specified performance goals and the actual number of common shares that will ultimately be issued is calculated by multiplying the number of performance shares by a payout percentage range varying from 0% to 200%, and in limited cases may range to 600%.

As of August 31, 2011, there was approximately $105.5 million and $10.9 million of total unrecognized share-based compensation cost, net of forfeitures, related to unvested restricted stock units and performance share awards at the target level, respectively. These costs are expected to be recognized over a weighted average period of 2.52 years. The fair value of restricted stock units that vested during fiscal years 2011, 2010 and 2009 was $25.5 million, $24.8 million and $23.2 million, respectively. Share-based Compensation Expense The table below details share-based compensation expense for fiscal years 2011, 2010 and 2009:
Year Ended August 31, ($ in thousands) 2011 2010 2009

Instructional and student advisory Marketing Admissions advisory General and administrative Share-based compensation expense included in operating expenses Tax effect of share-based compensation Share-based compensation expense, net of tax Note 19. Related Person Transactions Yo Pegasus, LLC

$

27,012 $ 23,603 $ 22,102 5,306 5,116 2,062 2,109 1,528 2,113 35,613 34,058 41,761 70,040 64,305 68,038 (26,715) (25,290) (26,603) $ 43,325 $ 39,015 $ 41,435

Yo Pegasus, LLC, an entity controlled by Dr. John G. Sperling, the Executive Chairman of our Board of Directors, leases an aircraft to us as well as to other entities. Payments to Yo Pegasus for the business use of the airplane, including hourly flight charges, fuel, and direct operating expenses during fiscal years 2011, 2010 and 2009 were $0.1 million, $0.3 million and $0.2 131

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million, respectively. Sperling Gallery In January 2010, we purchased certain artwork from an art gallery owned by Virginia Sperling for $88,000. Virginia Sperling is the former wife of Dr. John G. Sperling, the Executive Chairman of our Board of Directors, and the mother of Mr. Peter V. Sperling, the Vice Chairman of our Board of Directors. Before purchasing this artwork, we leased it pursuant to a contract between Apollo Group and the art gallery. Lease payments under the contract during fiscal years 2010 and 2009 were $8,000 and $34,000, respectively. Earth Day Network We have provided grants directly or through University of Phoenix Foundation, a non-profit entity affiliated with University of Phoenix, to Earth Day Network totaling $30,000, $0.5 million and $0.1 million in fiscal years 2011, 2010 and 2009, respectively. Art Edelstein, the Director of Development of Earth Day Network, is the brother of Mr. Charles B. Edelstein, our Co-Chief Executive Officer. Cisco Systems, Inc. During fiscal years 2011, 2010 and 2009, we purchased goods and services from Cisco Systems, Inc., directly and through third party sellers, in the normal course of our business, and we expect to do so in the future. Mr. Manuel F. Rivelo, a member of our Board of Directors, is employed by Cisco Systems, Inc. as Senior Vice President of Enterprise Systems and Operations. FuzeBox During fiscal year 2011, we entered into an agreement with FuzeBox, Inc., an entity for which Mr. Peter V. Sperling, the Vice Chairman of our Board of Directors, is the Chairman of the Board and co-founder, whereby we paid FuzeBox $266,000 as part of a pilot program related to internet-based video conferencing provided by FuzeBox. Deferred Compensation Agreement with Dr. John G. Sperling The deferred compensation agreement relates to an agreement between Apollo and Dr. John G. Sperling. The related $3.3 million liability balance as of August 31, 2011 is included in other long-term liabilities in our Consolidated Balance Sheets. John Sperling Voting Stock Trust During fiscal year 2011, we paid a premium of $1.2 million for a three-year errors and omissions insurance policy for the benefit of the current and any future trustees of the John Sperling Voting Stock Trust. Dr. John G. Sperling, the Executive Chairman of our Board of Directors, is the trustor and sole trustee of the trust, which is the owner of a majority of our Class B voting common stock. Note 20. Commitments and Contingencies Guarantees We have agreed to indemnify our officers and directors for certain events or occurrences. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have director and officer liability insurance policies that mitigate our exposure and enable us to recover a portion of any future amounts paid. Based on the significant uncertainty associated with our pending as well as possible future litigation, settlements and other proceedings relative to our insurance policy coverage, the fair value of these indemnification agreements, if any, cannot be estimated.

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Lease Commitments The following is a schedule of future minimum commitments for capital and operating leases as of August 31, 2011:
($ in thousands) Capital Leases Operating Leases(1)

2012 2013 2014 2015 2016 Thereafter Total future minimum lease obligation(2), (3) Less: imputed interest on capital leases Net present value of lease obligations
_______________________________________
(1)

$

$ $

9,395 8,922 7,937 7,248 5,199 2,467 41,168 (4,656) 36,512

$

162,217 158,200 146,295 134,242 112,674 464,969 $ 1,178,597

(2) (3)

The total future minimum lease obligation associated with operating leases includes lease payments for a lease agreement executed in fiscal year 2009 for a building for which we do not have the right to control the use of the property under the lease at August 31, 2011. The future minimum lease payments associated with this lease are approximately $87 million and we began using the property in the first quarter of fiscal year 2012. The total future minimum lease obligation excludes non-cancelable sublease rental income of $1.2 million. During the fourth quarter of fiscal year 2011, we initiated a plan to rationalize our real estate portfolio in Phoenix, Arizona through space consolidation and reorganization. The total future minimum operating lease obligation includes $43.8 million of future contractual lease payments associated with a facility for which we no longer expect to receive a future economic benefit as of August 31, 2011. The total future minimum operating lease obligation also includes $34.7 million of future contractual lease payments associated with three facilities that we expect to abandon in fiscal year 2012. See Note 4, Restructuring and Other Charges, for further discussion.

Rent expense was $219.3 million, $194.6 million and $162.5 million for fiscal years 2011, 2010 and 2009, respectively. On March 24, 2011, we entered into an agreement to sell our principal office buildings in Phoenix, Arizona plus the related land and parking facilities comprising approximately 600,000 square feet of office space for $169 million net of transaction fees. Pursuant to the agreement, we have simultaneously leased back the facilities for an initial term of 20 years, with four five-year renewal options. We are required to pay rent of $12 million for the initial year, which is increased 2% per year until the end of the initial lease term. We generated a gain on sale of $27.5 million, which has been deferred and is being recognized on a straight-line basis over the initial lease term. Based on the terms of the agreement, we have classified and are accounting for the lease as an operating lease. The classification as an operating lease required judgment and estimates in developing key assumptions that include, but are not limited to, the lease term, the discount rate used in discounting future lease payments and the economic useful life of the asset. We have also entered into other sale-leaseback agreements related to properties that we currently use to support our operations. From these agreements, we received $31.9 million in cash for the properties, which generated a combined gain of approximately $14.2 million that is being deferred over the respective lease terms. We recognized total gains associated with sale-leasebacks of $2.2 million, $1.7 million and $1.7 million in fiscal years 2011, 2010 and 2009, respectively, in the Consolidated Statements of Income. The total deferred gain included in other liabilities in our Consolidated Balance Sheets was $31.3 million and $5.6 million as of August 31, 2011 and 2010, respectively. Naming Rights to Glendale, Arizona Sports Complex In September 2006, we entered into a Naming and Sponsorship Rights Agreement with New Cardinals Stadium, L.L.C. and B&B Holdings, Inc. doing business as the Arizona Cardinals, third parties unrelated to Apollo, for naming and sponsorship rights on a stadium in Glendale, Arizona, which is home to the Arizona Cardinals team in the National Football League. The agreement includes naming, sponsorship, signage, advertising and other promotional rights and benefits. The initial agreement term is in effect until 2026 with options to extend. Pursuant to the agreement, we were required to pay a total of $5.8 million for the 2006 contract year, which is increased 3% per year until 2026. As of August 31, 2011, our remaining contractual obligation pursuant to this agreement is $122.3 million. Other payments apply if certain events occur, such as if the Cardinals play in the Super Bowl or if all of the Cardinals’ regular season home games are sold-out. 133

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Surety Bonds As part of our normal operations, our insurers issue surety bonds for us that are required by various states where we operate. We are obligated to reimburse our insurers for any surety bonds that are paid by the insurers. As of August 31, 2011, the total face amount of these surety bonds was approximately $55.7 million. Contingencies Related to Litigation and Other Proceedings The following is a description of pending litigation, settlements, and other proceedings that fall outside the scope of ordinary and routine litigation incidental to our business. Securities Class Action (Policeman’s Annuity and Benefit Fund of Chicago) In January 2008, a jury returned an adverse verdict against us and two remaining individual co-defendants in a securities class action lawsuit entitled, In re Apollo Group, Inc. Securities Litigation, Case No. CV04-2147-PHX-JAT, filed in the U.S. District Court for the District of Arizona, relating to alleged false and misleading statements in connection with our failure to publicly disclose the contents of a preliminary U.S. Department of Education program review report. After various post-trial challenges, the case was returned to the trial court in March 2011 to administer the shareholder claims process. In September 2011, we entered into an agreement in principle with the plaintiffs to settle the litigation for a payment of $145.0 million . The outcome of this legal proceeding remains uncertain including, but not limited to, the requirement that any settlement agreement must be approved by the court. Prior to entering into an agreement in principle to settle, we had an accrual of $181.9 million related to this matter. We had estimated for financial reporting purposes, using statistically valid models and a 60% confidence interval, that the damages could range from $127.2 million to $228.0 million, which included our estimates of (a) damages payable to the plaintiff class; (b) the amount we may be required to reimburse our insurance carriers for amounts advanced for defense costs; and (c) future defense costs. We recorded charges in fiscal year 2010 that represented the mid-point of the estimated range of damages payable to the plaintiffs, plus the other estimated costs and expenses. We recorded an amount based on the mid-point of the range of damages payable to the plaintiff class because under statistically valid modeling techniques the mid-point of the range is in fact a more likely estimate than other points in the range, and the point at which there is an equal probability that the ultimate loss could be toward the lower end or the higher end of the range. We have also recorded charges in subsequent periods for estimated incremental post-judgment interest and additional estimated future legal costs. Based on the settlement agreement, we reversed $20.7 million of the charges during the fourth quarter of fiscal year 2011 through litigation (credit) charge, net on our Consolidated Statements of Income. As of August 31, 2011, our remaining accrual of $161.2 million represents the $145.0 million settlement, an estimate of the disputed amount we may be required to reimburse our insurance carriers for defense costs advanced to us, and estimated future legal costs. Securities Class Action (Apollo Institutional Investors Group) On August 13, 2010, a securities class action complaint was filed in the U.S. District Court for the District of Arizona by Douglas N. Gaer naming us, John G. Sperling, Gregory W. Cappelli, Charles B. Edelstein, Joseph L. D’Amico, Brian L. Swartz and Gregory J. Iverson as defendants for allegedly making false and misleading statements regarding our business practices and prospects for growth. That complaint asserted a putative class period stemming from December 7, 2009 to August 3, 2010. A substantially similar complaint was also filed in the same court by John T. Fitch on September 23, 2010 making similar allegations against the same defendants for the same purported class period. Finally, on October 4, 2010, another purported securities class action complaint was filed in the same court by Robert Roth against the same defendants as well as Brian Mueller, Terri C. Bishop and Peter V. Sperling based upon the same general set of allegations, but with a defined class period of February 12, 2007 to August 3, 2010. The complaints allege violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. On October 15, 2010, three additional parties filed motions to consolidate the related actions and be appointed the lead plaintiff. On November 23, 2010, the Fitch and Roth actions were consolidated with Gaer and the Court appointed the “Apollo Institutional Investors Group” consisting of the Oregon Public Employees Retirement Fund, the Mineworkers’ Pension Scheme, and Amalgamated Bank as lead plaintiffs. The case is now entitled, In re Apollo Group, Inc. Securities Litigation, Lead Case Number CV-10-1735-PHX-JAT. On February 18, 2011, the lead plaintiffs filed a consolidated complaint naming Apollo, John G. Sperling, Peter V. Sperling, Joseph L. D’Amico, Gregory W. Cappelli, Charles B. Edelstein, Brian L. Swartz, Brian E. Mueller, Gregory J. Iverson, and William J. Pepicello as defendants. The consolidated complaint asserts a putative class period of May 21, 2007 to October 13, 2010. On April 19, 2011, we filed a motion to dismiss and oral argument on the motion was held before the Court on October 17, 2011. 134

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Discovery in this case has not yet begun. We anticipate that the plaintiffs will seek substantial damages, including damages representing the aggregate investment losses attributable to the alleged false and misleading statements by all shareholders who purchased shares during the 29-month putative class period and still held those shares on October 13, 2010. Because of the many questions of fact and law that may arise, the outcome of this legal proceeding is uncertain at this point. Based on information available to us at present, we cannot reasonably estimate a range of loss for this action and accordingly have not accrued any liability associated with these actions. Securities Class Action (Teamsters Local 617 Pensions and Welfare Funds) On November 2, 2006, the Teamsters Local 617 Pension and Welfare Funds filed a class action complaint purporting to represent a class of shareholders who purchased our stock between November 28, 2001 and October 18, 2006. The complaint, filed in the U.S. District Court for the District of Arizona, is entitled Teamsters Local 617 Pension & Welfare Funds v. Apollo Group, Inc. et al., Case Number 06-cv-02674-RCB, and alleges that we and certain of our current and former directors and officers violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by purportedly making misrepresentations concerning our stock option granting policies and practices and related accounting. The defendants are Apollo Group, Inc., J. Jorge Klor de Alva, Daniel E. Bachus, John M. Blair, Dino J. DeConcini, Kenda B. Gonzales, Hedy F. Govenar, Brian E. Mueller, Todd S. Nelson, Laura Palmer Noone, John R. Norton III, John G. Sperling and Peter V. Sperling. On September 11, 2007, the Court appointed The Pension Trust Fund for Operating Engineers as lead plaintiff. Lead plaintiff filed an amended complaint on November 23, 2007, asserting the same legal claims as the original complaint and adding claims for violations of Section 20A of the Securities Exchange Act of 1934 and allegations of breach of fiduciary duties and civil conspiracy. On January 22, 2008, all defendants filed motions to dismiss. On March 31, 2009, the Court dismissed the case with prejudice as to Daniel Bachus, Hedy Govenar, Brian E. Mueller, Dino J. DeConcini, and Laura Palmer Noone. The Court also dismissed the case as to John Sperling and Peter Sperling, but granted plaintiffs leave to file an amended complaint against them. Finally, the Court dismissed all of plaintiffs’ claims concerning misconduct before November 2001 and all of the state law claims for conspiracy and breach of fiduciary duty. On April 30, 2009, plaintiffs filed their Second Amended Complaint, which alleges similar claims for alleged securities fraud against the same defendants. On June 15, 2009, all defendants filed another motion to dismiss the Second Amended Complaint. On February 22, 2010, the Court partially granted the plaintiffs’ motion for reconsideration, but withheld a final determination on the individual defendants pending the Court’s ruling on the motion to dismiss the Second Amended Complaint. On March 31, 2011, the U.S. District Court for the District of Arizona dismissed the case with prejudice and entered judgment in our favor. Plaintiffs filed a motion for reconsideration of this ruling and, if that is not successful, plaintiffs have indicated they will appeal the ruling. The outcome of this legal proceeding is uncertain at this point. Based on the information available to us at present, we cannot reasonably estimate a range of loss for this action and, accordingly, we have not accrued any liability associated with this action. Incentive Compensation False Claims Act Lawsuit On May 25, 2011, we were notified that a qui tam complaint had been filed against us in the U.S. District Court, Eastern District of California, by private relators under the Federal False Claims Act and California False Claims Act, entitled USA and State of California ex rel. Hoggett and Good v. University of Phoenix, et al, Case Number 2:10-CV-02478-MCE-KJN. When the federal government declines to intervene in a qui tam action, as it has done in this case, the relators may elect to pursue the litigation on behalf of the federal government and, if successful, they are entitled to receive a portion of the federal government’s recovery. The complaint alleges, among other things, that University of Phoenix has violated the Federal False Claims Act since December 12, 2009 and the California False Claims Act for the preceding ten years by falsely certifying to the U.S. Department of Education and the State of California that University of Phoenix was in compliance with various regulations that require compliance with federal rules regarding the payment of incentive compensation to admissions personnel, in connection with University of Phoenix’s participation in student financial aid programs. In addition to injunctive relief and fines, the relators seek significant damages on behalf of the Department of Education and the State of California, including all student financial aid disbursed by the Department to our students since December 2009 and by the State of California to our students during the preceding ten years. The complaint was served on June 22, 2011. On July 12, 2011, we filed a motion to dismiss and on August 30, 2011, relators filed a motion to file an amended complaint. No oral argument on either motion is currently scheduled. Because of the many questions of fact and law that may arise, the outcome of this legal proceeding is uncertain at this point. Based on the information available to us at present, we cannot reasonably estimate a range of loss for this action and, accordingly, we have not accrued any liability associated with this action. 135

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Patent Infringement Litigation On March 3, 2008, Digital-Vending Services International Inc. filed a complaint against University of Phoenix and Apollo Group Inc., as well as Capella Education Company, Laureate Education Inc., and Walden University Inc. in the U.S. District Court for the Eastern District of Texas, since transferred on plaintiff’s motion to the Eastern District of Virginia. The case is entitled, Digital Vending Services International, LLC vs. The University of Phoenix, et al, Case Number 2:09cv555 (JBF-TEM). The complaint alleges that we and the other defendants have infringed and are infringing various patents relating to managing courseware in a shared use operating environment and seeks injunctive relief and monetary damages. We filed an answer to the complaint on May 27, 2008, in which we denied that Digital-Vending Services International’s patents were duly and lawfully issued, and asserted defenses of non-infringement and patent invalidity, among others. We also asserted a counterclaim seeking a declaratory judgment that the patents are invalid, unenforceable, and not infringed by us. On March 18, 2010, we filed our opening claim construction brief and on June 10, 2010, the Court issued its claim construction ruling. Discovery is now concluded and we filed a motion for summary judgment on August 13, 2010. A hearing on our motion for summary judgment was held on November 12, 2010, and on January 7, 2011, the Court granted our motion for summary judgment and dismissed the case with prejudice, citing plaintiff’s failure to point to admissible evidence that could support a finding of infringement. Plaintiff filed a Notice of Appeal on February 4, 2011 and their opening brief on April 18, 2011. We filed our response brief on May 27, 2011. Oral argument is currently scheduled for November 8, 2011. The outcome of this legal proceeding is uncertain at this point. During fiscal year 2011, we accrued an immaterial amount which reflects our settlement offer in connection with this action. Sabol Wage and Hour Class Action On July 31, 2009, several former employees filed an action in Federal District Court in Philadelphia alleging wage and hour claims under the Fair Labor Standards Act for failure to pay overtime and other violations, entitled, Sabol, et al. v. Apollo Group, Inc., et al, Case Number 2:09-cv-03439-JCJ. In January 2011, the parties agreed to settle the case for an immaterial amount, which was accrued in our financial statements during the second quarter of fiscal year 2011. The agreement, in which we do not admit liability, was approved by the Court on June 28, 2011 and the case was dismissed with prejudice on September 26, 2011. Adoma Wage and Hour Class Action On January 8, 2010, Diane Adoma filed an action in United States District Court, Eastern District of California alleging wage and hour claims under the Fair Labor Standards Act and California law for failure to pay overtime and other violations, entitled Adoma et al. v. University of Phoenix, et al, Case Number 2:10-cv-04134-JCJ. On March 5, 2010, we filed a motion to dismiss, or in the alternative to stay or transfer, the case based on the previously filed Sabol and Juric actions. On May 3, 2010, the Court denied the motion to dismiss and/or transfer. On April 12, 2010, plaintiff filed her motion for conditional collective action certification. The Court denied class certification under the Fair Labor Standards Act and transferred these claims to the District Court in Pennsylvania. On August 31, 2010, the Court granted plaintiff’s motion for class action certification of the California claims. On September 14, 2010, we filed a petition for permission to appeal the class certification order with the Ninth Circuit, which was denied on November 3, 2010. There are approximately 1,500 current and former employees in the class. In August 2011, the parties agreed to settle the case for an immaterial amount, which was accrued in our financial statements during the fourth quarter of fiscal year 2011. The agreement, in which we do not admit any liability, is subject to pending approval by the Court. Shareholder Derivative Actions and Demand Letters On November 12, 2010 and December 8, 2010, we received separate demands on behalf of two different shareholders to investigate, address and commence proceedings against each of our directors and certain of our officers for violation of any applicable laws, including in connection with the subject matter of the report of the Government Accountability Office prepared for the U.S. Senate in August 2010, our withdrawal of the outlook we previously provided for our fiscal year 2011, the investigation into possible unfair and deceptive trade practices associated with certain alleged practices of University of Phoenix by the State of Florida Office of the Attorney General in Fort Lauderdale, Florida, the participation by the State of Oregon Office of the Attorney General in the Securities Class Action (Apollo Institutional Investors Group), and the informal inquiry by the Enforcement Division of the Securities and Exchange Commission commenced in October 2009. On September 8, 2011, we received a third shareholder demand letter from Darlene Smith, who is already pursuing one of the two previously filed shareholder derivative actions against Apollo management. In this letter, Ms. Smith requests that the Company pursue a contribution action against Todd Nelson and Kenda Gonzales based on the jury verdict in the Policeman’s Annuity and Benefit 136

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Fund of Chicago Securities Class Action described above. The demands are a condition precedent under applicable Arizona law to the filing of a derivative lawsuit on behalf of Apollo Group seeking damages from directors and officers for breach of fiduciary duty. • Himmel Derivative Action. On March 24, 2011, a shareholder derivative complaint was filed in the Superior Court for the State of Arizona, Maricopa County by Daniel Himmel, one of the foregoing shareholders who previously made a demand for investigation. In the complaint, the plaintiff asserts a derivative claim on our behalf against certain of our current and former officers and directors for breach of fiduciary duty, waste of corporate assets, and unjust enrichment. The complaint alleges that the individual defendants made improper statements and engaged in improper business practices that caused our stock price to drop, led to securities class actions against us, and enhanced regulation and scrutiny by various government entities and regulators. The case is entitled, Himmel v. Bishop, et al, Case Number CV2011-005604. Pursuant to a stipulation between all parties, on August 31, 2011, the Court ordered this action stayed during the pendency of the underlying Apollo Institutional Investors Securities Class Action. Smith Derivative Action. On April 12, 2011, a shareholder derivative complaint was filed in the U.S. District Court for the District of Arizona by Darlene Smith, one of the foregoing shareholders who previously made a demand for investigation. In the complaint, the plaintiff asserts a derivative claim on our behalf against certain of our current and former officers and directors for violations of federal securities laws, state law claims for breaches of fiduciary duty, abuse of control, gross mismanagement, unjust enrichment, corporate waste, and insider trading. The case is entitled, Smith v. Sperling, et al, Case Number CV-11-0722-PHX-PGR. On July 28, 2011, we filed a motion to stay the case and oral argument on the motion is scheduled before the Court on October 31, 2011.

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K.K. Modi Investment and Financial Services Pvt. Ltd. On November 8, 2010, a suit was filed by K.K. Modi Investment and Financial Services Pvt. Ltd. (“Modi”) in the High Court of Delhi at New Delhi against defendants Apollo Group, Inc., Western International University, Inc., University of Phoenix, Inc., Apollo Global, Inc., Modi Apollo International Group Pvt. Ltd., Apollo International, Inc., John G. Sperling, Peter V. Sperling and Jorge Klor De Alva, seeking to permanently enjoin the defendants from making investments in the education industry in the Indian market in breach of an exclusivity and noncompete provision which plaintiff alleges is applicable to Apollo Group and its subsidiaries. The case is entitled, K.K. Modi Investment and Financial Services Pvt. Ltd. v. Apollo International, et. al. On December 14, 2010, the court declined to enter an injunction, but the matter is set for a further hearing on March 6, 2012. We believe that the relevant exclusivity and noncompete provision is inapplicable to us and our affiliates and we have moved to dismiss this action. We do not currently conduct significant business in India. If plaintiff ultimately obtains the requested injunctive relief, our ability to conduct business in India may be adversely affected. It is also possible that in the future K.K. Modi may seek to expand existing litigation in India or commence litigation in the U.S. in which it may assert a significant damage claim against us. Other We are subject to various claims and contingencies in the ordinary course of business, including those related to regulation, litigation, business transactions, employee-related matters and taxes, among others. We do not believe any of these are material for separate disclosure. Other Matters Attorney General Investigations During fiscal 2011, we received notices from the Attorney General Offices in three states that they were investigating business practices at the University of Phoenix, as described below. We believe there may be an informal coalition of states considering investigatory or other inquires into recruiting practices and the financing of education at proprietary educational institutions, which may or may not include these three states. • State of Florida. On October 22, 2010, University of Phoenix received notice that the State of Florida Office of the Attorney General in Fort Lauderdale, Florida had commenced an investigation into possible unfair and deceptive trade practices associated with certain alleged practices of University of Phoenix. The notice included a subpoena to produce documents and detailed information for the time period of January 1, 2006 to the present about a broad spectrum of University of Phoenix’s business. We are cooperating with the investigation, but have also filed a suit to quash or limit the subpoena and to protect information sought that constitutes propriety or trade secret information. We cannot predict the eventual scope, duration or outcome of the investigation at this time. State of Massachusetts. On May 13, 2011, University of Phoenix received a Civil Investigative Demand from the State of 137

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Massachusetts Office of the Attorney General. The Demand relates to an investigation of possible unfair or deceptive methods, acts, or practices by for-profit educational institutions in connection with the recruitment of students and the financing of education. The Demand requires us to produce documents and detailed information and to give testimony regarding a broad spectrum of University of Phoenix’s business for the time period of January 1, 2002 to the present. We are cooperating with the investigation. We cannot predict the eventual scope, duration or outcome of the investigation at this time. • State of Delaware. On August 3, 2011, University of Phoenix received a subpoena from the Attorney General of the State of Delaware to produce detailed information regarding University of Phoenix students residing in Delaware. The time period covered by the subpoena is January 1, 2006 to the present. We are cooperating with the investigation. We cannot predict the eventual scope, duration or outcome of the investigation at this time.

Securities and Exchange Commission Informal Inquiry During October 2009, we received notification from the Enforcement Division of the Securities and Exchange Commission indicating that they had commenced an informal inquiry into our revenue recognition practices. The Securities and Exchange Commission has requested various information and documents from us and/or our auditors, including information regarding our revenue recognition practices, our policies and practices relating to student refunds, the return of Title IV funds to lenders and bad debt reserves, our insider trading policies and procedures, a chronology of the internal processing and availability of information about the U.S. Department of Education program review of University of Phoenix commenced in early 2009, certain information relating to non-Title IV revenue sources and other matters. Based on these requests, the eventual scope, duration and outcome of the inquiry cannot be predicted at this time. We are cooperating fully with the Securities and Exchange Commission in connection with the inquiry. See Note 15, Income Taxes, for discussion of Internal Revenue Service audits. Note 21. Regulatory Matters Student Financial Aid All U.S. federal financial aid programs are established by Title IV of the Higher Education Act and regulations promulgated thereunder. In August 2008, the Higher Education Act was reauthorized through September 30, 2013 by the Higher Education Opportunity Act. The U.S. Congress must periodically reauthorize the Higher Education Act and annually determine the funding level for each Title IV program. Changes to the Higher Education Act are likely to result from subsequent reauthorizations, and the scope and substance of any such changes cannot be predicted. The Higher Education Opportunity Act specifies the manner in which the U.S. Department of Education reviews institutions for eligibility and certification to participate in Title IV programs. Every educational institution involved in Title IV programs must be certified to participate and is required to periodically renew this certification. University of Phoenix was recertified in November 2009 and entered into a new Title IV Program Participation Agreement which expires December 31, 2012. Western International University was recertified in May 2010 and entered into a new Title IV Program Participation Agreement which expires September 30, 2014. Concentration of Revenue Source We collected the substantial majority of our fiscal year 2011 total consolidated net revenue from receipt of Title IV financial aid program funds, principally from federal student loans and Pell Grants. University of Phoenix represented 91% of our total consolidated net revenue and more than 100% of our operating income in fiscal year 2011. University of Phoenix generated 86% of its cash basis revenue for eligible tuition and fees during fiscal year 2011 from the receipt of Title IV financial aid program funds, as calculated under the 90/10 Rule described below. Rulemaking Initiative In November 2009, the U.S. Department of Education convened two negotiated rulemaking teams related to Title IV program integrity issues and foreign school issues. The resulting program integrity rules promulgated in October 2010 and June 2011 address numerous topics. The most significant for our business are the following: • Modification of the standards relating to the payment of incentive compensation to employees involved in student recruitment and enrollment; 138

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Implementation of standards for state authorization of institutions of higher education, which require us to seek and obtain specific regulatory approval by June 30, 2012, or to seek a further annual waiver from the Department through June 30, 2013 to operate in California, Colorado, Hawaii and New Mexico. If we are unable to operate in California in a manner that would preserve Title IV eligibility for our students, our business would be materially and adversely impacted; Adoption of a definition of “gainful employment” for purposes of the requirement of Title IV student financial aid that a program of study offered by a proprietary institution prepare students for gainful employment in a recognized occupation; and Expansion of the definition of misrepresentation, relating to the Department’s authority under the Higher Education Act, as reauthorized, to suspend or terminate an institution’s participation in Title IV programs if the institution engages in substantial misrepresentation of the nature of its educational program, its financial charges, or the employability of graduates, and expansion of the sanctions that the Department may impose for engaging in a substantial misrepresentation.

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Except for the gainful employment metrics discussed below, most of the rules were effective July 1, 2011. On June 13, 2011, the Department published final regulations, effective July 1, 2012, on the metrics for determining whether an academic program prepares students for gainful employment. The regulations establish three annual, program-level metrics: debt repayment rate, debt-to-discretionary income ratio, and debt-to-total earnings ratio. If an academic program fails all three metrics in a year, the institution must disclose the amount by which the program missed the minimum acceptable performance and the institution’s plan to improve the program. If an academic program fails all three metrics in two out of three years, the institution must inform students in the failing program that their debts may be unaffordable and the program may lose eligibility, and must describe for students their available transfer options. If an academic program fails all three metrics in three out of four years, the academic program would become ineligible to participate in federal student financial aid programs for at least three years. We believe substantially all of our academic programs currently prepare students for gainful employment measured in the manner set forth in the final gainful employment regulations for purposes of continued eligibility to participate in federal student financial aid programs. U.S. Congressional Hearings Beginning last year, there has been increased focus by members of the U.S. Congress on the role that proprietary educational institutions play in higher education. In June 2010, the U.S. Senate Committee on Health, Education, Labor and Pensions (“HELP Committee”) held the first in a series of hearings to examine the proprietary education sector. At a subsequent hearing in August 2010, the Government Accountability Office (“GAO”) presented a report of its review of various aspects of the proprietary sector, including recruitment practices and the degree to which proprietary institutions’ revenue is composed of Title IV funding. Following the August hearing, Sen. Tom Harkin, the Chairman of the HELP Committee, requested a broad range of detailed information from 30 proprietary institutions, including University of Phoenix and other subsidiaries of Apollo Group. We have been and intend to continue being responsive to the requests of the HELP Committee. Sen. Harkin has held subsequent hearings and roundtable discussions, most recently on July 21, 2011, and we believe that future hearings may be held. On September 22, 2011, Sen. Tom Carper, the Chairman of the Senate Homeland Security and Government Affairs Subcommittee on Federal Financial Management, Government Information, Federal Services and International Security, held a hearing on “Improving Educational Outcomes for Our Military and Veterans,” focusing on the quality of education for the military and veterans population and the treatment of such funding for purposes of the 90/10 Rule calculation that, if enacted, would adversely impact our 90/10 Rule percentage. Sen. Carper suggested a follow-up roundtable discussion. In addition, other Congressional hearings or roundtable discussions are expected to be held regarding various aspects of the education industry that may affect our business. 90/10 Rule One requirement of the Higher Education Act, as reauthorized, commonly referred to as the “90/10 Rule,” applies to proprietary institutions such as University of Phoenix and Western International University. Under this rule, a proprietary institution will be ineligible to participate in Title IV programs if for any two consecutive fiscal years it derives more than 90% of its cash basis revenue, as defined in the rule, from Title IV programs. An institution that exceeds this limit for any single fiscal year will be automatically placed on provisional certification for two fiscal years and will be subject to possible additional sanctions determined to be appropriate under the circumstances by the U.S. Department of Education. While the Department has broad discretion to impose additional sanctions on such an institution, there is only limited precedent available to predict what those sanctions might be, particularly in the current regulatory environment. The Department could specify a wide range of additional conditions as a part of the provisional certification and the institution’s continued participation in Title 139

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IV programs. These conditions may include, among other things, restrictions on the total amount of Title IV program funds that may be distributed to students attending the institution; restrictions on programmatic and geographic expansion; requirements to obtain and post letters of credit; and additional reporting requirements to include additional interim financial reporting. Should an institution be subject to such provisional certification at the time that its program participation agreement expired, the effect on recertification of the institution or continued eligibility to participate in Title IV programs pending recertification is uncertain. The University of Phoenix 90/10 Rule percentage for fiscal year 2011 was 86%, which represented a 200 basis point decrease compared to fiscal year 2010. We believe the decrease is primarily attributable to the reduction in the proportion of our students who are enrolled in our associate’s degree programs, which historically have had a higher percentage of Title IV funds applied to eligible tuition and fees. We have also implemented in recent years various measures intended to reduce the percentage of University of Phoenix’s cash basis revenue attributable to Title IV funds, including emphasizing employer-paid and other direct-pay education programs, encouraging students to carefully evaluate the amount of necessary Title IV borrowing, and continued focus on professional development and continuing education programs. Although we believe these measures will favorably impact the 90/10 Rule percentage, they have had only limited impact to date. We have substantially no control over the amount of Title IV student loans and grants sought by or awarded to our students. The 90/10 Rule percentage for University of Phoenix remains near 90% and could exceed 90% in the future depending on the degree to which our various initiatives are effective, the impact of future changes in our enrollment mix, and regulatory and other factors outside our control, including any reduction in government tuition assistance for military personnel, including veterans, or changes in the treatment of such funding for purposes of the 90/10 Rule calculation. Any necessary further efforts to reduce the 90/10 Rule percentage for University of Phoenix, especially if the percentage exceeds 90% for a fiscal year, may involve taking measures which reduce our revenue, increase our operating expenses, or both, in each case perhaps significantly. In addition, we may be required to make structural changes to our business in the future in order to remain in compliance, which changes may materially alter the manner in which we conduct our business and materially and adversely impact our business, financial condition, results of operations and cash flows. Furthermore, these required changes could make more difficult our ability to comply with other important regulatory requirements, such as the cohort default rate regulations, which is discussed below. Student Loan Cohort Default Rates To remain eligible to participate in Title IV programs, an educational institution’s student loan cohort default rates must remain below certain specified levels. Each cohort is the group of students who first enter into student loan repayment during a federal fiscal year (ending September 30). The currently applicable cohort default rate for each cohort is the percentage of the students in the cohort who default on their student loans prior to the end of the following federal fiscal year, which represents a two-year measuring period. An educational institution will lose its eligibility to participate in some or all Title IV programs if its student loan cohort default rate equals or exceeds 25% for three consecutive cohorts or 40% for any given cohort. If our student loan default rates approach these limits, we may be required to increase efforts and resources dedicated to improving these default rates. For University of Phoenix, the 2009 cohort default rate was 18.8%. We believe the University of Phoenix cohort default rate has been increasing over the past several years due to the challenging economic climate, the growth in our associate’s degree student population and changes in the manner in which student loans are serviced. Although we expect that the challenging economic environment will continue to put pressure on our student borrowers, we believe that our ongoing efforts to shift our student mix to a higher proportion of bachelor and graduate level students, the full implementation of our University Orientation program in November 2010 and our investment in student protection initiatives and repayment management services will help to stabilize and over time favorably impact our rates. Higher Learning Commission (“HLC”) In August 2010, University of Phoenix received a letter from HLC requiring University of Phoenix to provide certain information and evidence of compliance with HLC accreditation standards. The letter related to the August 2010 report published by the GAO of its undercover investigation into the enrollment and recruiting practices of a number of proprietary institutions of higher education, including University of Phoenix. We submitted the response to HLC in September 2010 and subsequently responded to further requests for information. In July 2011, HLC informed University of Phoenix that the Special Committee formed to review this matter had completed its work, concluding that based on its limited review, it found no apparent evidence of systematic misrepresentations to students or that University of Phoenix’s procedures in the areas of recruiting, financial aid and admissions are significantly inadequate or inappropriate. These were the areas on which HLC’s review was focused. HLC also stated that there remain significant questions as well as areas that University of Phoenix should 140

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work on improving. HLC indicated that these will be reviewed by the comprehensive evaluation team at its previously scheduled visit beginning in March 2012, which is its next comprehensive evaluation visit. U.S. Department of Education Program Reviews The U.S. Department of Education periodically reviews institutions participating in Title IV programs for compliance with applicable standards and regulations. In December 2010, the Department commenced a program review of policies, procedures and practices of University of Phoenix relevant to participation in Title IV programs, including specific procedures relating to distance education. The review covered federal financial aid years 2009 - 2010 and 2010 - 2011 through October 31, 2010. In February 2011, University of Phoenix received an Expedited Final Program Review Determination Letter from the Department. There were no significant adverse findings in the program review. The Department concluded that University of Phoenix has initiated or completed acceptable corrective actions in respect of each compliance item identified in the review and each finding has been closed. No economic or other sanctions were imposed. During fiscal year 2011, the Department released our $126 million letter of credit previously posted in connection with our February 2009 program review. Note 22. Segment Reporting We operate primarily in the education industry. We have organized our segments using a combination of factors primarily focusing on the type of educational services provided and products delivered. Our five operating segments are managed in the following four reportable segments: 1. University of Phoenix; 2. Apollo Global - BPP 3. Apollo Global - Other; and 4. Other Schools. The University of Phoenix segment offers associate’s, bachelor’s, master’s and doctoral degrees in a variety of program areas. University of Phoenix offers its educational programs worldwide through its online education delivery system and at its campus locations and learning centers. The Apollo Global — BPP segment offers professional training and education through schools located in the United Kingdom, a European network of BPP offices, and the sale of books and other publications globally. We began reporting Apollo Global — BPP as a separate reportable segment during the fourth quarter of fiscal year 2009 following Apollo Global’s acquisition of BPP on July 30, 2009. The Apollo Global — Other segment includes Western International University, UNIACC, ULA and the Apollo Global corporate operations. Western International University offers associate’s, bachelor’s and master’s degrees in a variety of program areas as well as certificate programs at its Arizona campus locations and online at Western International University Interactive Online. UNIACC offers bachelor’s and master’s programs on campuses in Chile and online. ULA offers degree programs at its four campuses throughout Mexico. The Other Schools segment includes IPD and CFFP, as well as Meritus until its closure in fiscal year 2011, which is discussed further below. IPD provides program development, administration and management consulting services to private colleges and universities to establish or expand their programs for working learners. CFFP provides financial services education programs, including the Master of Science in three majors and certification programs in retirement, asset management, and other financial planning areas. In the third quarter of fiscal year 2011, we ceased operations at Meritus and provided the opportunity for Meritus students to enroll in University of Phoenix. Based on our continuing involvement with Meritus’ students, we have not presented Meritus as discontinued operations. In connection with our closure of Meritus, we recorded an insignificant charge in fiscal year 2011 and we do not expect significant charges in future periods resulting from the closure. Our reportable segments have been determined based on the method by which management evaluates performance and allocates resources. Management evaluates performance based on reportable segment profit. This measure of profit includes allocating corporate support costs to each segment as part of transfer pricing arrangements and/or a general allocation, but excludes taxes, interest income and expense, and certain revenue and unallocated corporate charges. At the discretion of management, certain corporate costs are not allocated to the subsidiaries due to their designation as special charges because of their infrequency of occurrence, the non-cash nature of the expense and/or the determination that the allocation of these costs to the subsidiaries will not result in an appropriate measure of the subsidiaries’ results. These costs include such items as unscheduled or significant 141

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management bonuses, unusual severance pay and share-based compensation expense attributed to corporate management and administrative employees. The Corporate caption includes adjustments to reconcile segment results to consolidated results which primarily consist of net revenue and corporate charges that are not allocated to our reportable segments. During fiscal years 2011, 2010 and 2009, no individual customer accounted for more than 10% of our consolidated net revenue. A summary of financial information by reportable segment is as follows:
Year Ended August 31, ($ in thousands) 2011 2010 2009

Net revenue University of Phoenix Apollo Global: BPP Other Total Apollo Global Other Schools Corporate Net revenue Operating income (loss): University of Phoenix(1) Apollo Global: BPP(2) Other(3) Total Apollo Global Other Schools Corporate(4) Total operating income Reconciling items: Interest income Interest expense Other, net Income from continuing operations before income taxes Depreciation and amortization University of Phoenix Apollo Global: BPP Other Total Apollo Global Other Schools Corporate Total depreciation and amortization Capital expenditures University of Phoenix Apollo Global: BPP Other Total Apollo Global Other Schools Corporate Total capital expenditures _______________________________________ $ 11,896 8,943 20,839 72 87,861 162,573 $ 10,287 5,994 16,281 456 111,817 168,177 $ 504 6,490 6,994 639 70,692 127,356 $ 53,801 $ 39,623 $ 49,031 $ 22,976 7,570 30,546 1,082 73,697 159,006 $ 32,917 7,998 40,915 982 54,368 147,035 $ 3,115 6,801 9,916 1,405 42,692 113,350 $ 53,681 $ 50,770 $ 59,337 $ 3,222 (8,931) (1,588) 953,947 $ 2,920 (11,891) (685) 1,001,068 $ 12,591 (4,448) (7,151) 1,066,927 (224,335) (37,750) (262,085) 6,870 (54,009) 961,244 (186,552) (31,147) (217,699) 9,201 (228,414) 1,010,724 (6,607) (11,431) (18,038) 6,931 (54,289) 1,065,935 $ 1,270,468 $ 1,447,636 $ 1,131,331 $ 244,181 75,800 319,981 88,517 1,854 4,733,022 $ 251,743 78,253 329,996 95,706 1,792 4,925,819 $ 13,062 76,083 89,145 95,045 2,776 3,953,566 $ 4,322,670 $ 4,498,325 $ 3,766,600

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APOLLO GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(1)

(2)

(3) (4)

University of Phoenix’s fiscal year 2011 operating income includes $22.9 million of restructuring and other charges associated with our real estate rationalization plan and a strategic reduction in force. Refer to Note 4, Restructuring and Other Charges. Operating income for fiscal year 2009 includes an $80.5 million charge resulting from our agreement in principle to settle a qui tam lawsuit pertaining to alleged violations of the False Claims Act. The settlement was finalized by all parties in fiscal year 2010. The operating loss for BPP in fiscal years 2011 and 2010 includes a $219.9 million and $175.9 million, respectively, of goodwill and other intangibles impairment charges. Refer to Note 10, Goodwill and Intangible Assets. Apollo Global - Other’s operating loss in fiscal year 2010 includes an $8.7 million goodwill impairment charge for ULA. The operating loss for Corporate in fiscal years 2011 and 2010 includes a net credit of $16.2 million and charges of $178.0 million, respectively, associated with the Securities Class Action (Policeman’s Annuity and Benefit Fund of Chicago). See Note 20, Commitments and Contingencies.

A summary of our consolidated assets by reportable segment is as follows:
As of August 31, ($ in thousands) 2011 2010 2009

Assets University of Phoenix Apollo Global: BPP(1) Other Total Apollo Global Insight Schools(2) Other Schools Corporate Total assets
_______________________________________
(1)

$ 1,016,005 303,107 146,490 449,597 — 24,073 1,780,031 $ 3,269,706

$ 1,263,024 511,124 116,483 627,607 — 33,114 1,677,706 $ 3,601,451

$ 1,112,002 778,416 148,125 926,541 26,590 37,590 1,160,654 $ 3,263,377

(2)

We recorded a $219.9 million and a $175.9 million impairment charge for BPP’s goodwill and other intangibles during fiscal years 2011 and 2010, respectively. Refer to Note 10, Goodwill and Intangible Assets. Insight Schools’ assets were held for sale and included in our Corporate caption as of August 31, 2010. Refer to Note 5, Discontinued Operations.

A summary of financial information by geographical area based on country of domicile for our respective operating locations is as follows:
Year Ended August 31, ($ in thousands) 2011 2010 2009

Net revenue United States United Kingdom Latin America Other Net revenue $ 4,437,079 222,732 50,725 22,486 $ 4,733,022 $ 4,617,533 228,177 53,765 26,344 $ 4,925,819
As of August 31, ($ in thousands) 2011 2010 2009

$ 3,879,615 13,062 54,536 6,353 $ 3,953,566

Long-lived assets(1) United States United Kingdom Latin America Other Total long-lived assets 143 $ 471,703 214,073 86,103 35,562 807,441 $ 547,715 430,475 81,870 32,229 $ 1,092,289 $ 496,493 698,273 86,137 2,633 $ 1,283,536

$

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APOLLO GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

_______________________________________
(1)

Long-lived assets include property and equipment, net, goodwill, and intangible assets, net.

Note 23. Quarterly Results of Operations (Unaudited) Seasonality Our operations are generally subject to seasonal trends. We experience, and expect to continue to experience, fluctuations in our results of operations as a result of seasonal variations in the level of our institutions’ enrollments. Although University of Phoenix enrolls students throughout the year, its net revenue is generally lower in our second fiscal quarter (December through February) than the other quarters due to holiday breaks. Quarterly Results of Operations The following unaudited consolidated interim financial information presented should be read in conjunction with other information included on our consolidated financial statements. The following unaudited consolidated financial information reflects all adjustments necessary for the fair presentation of the results of interim periods, including the changes in presentation described in Note 3, Changes in Presentation. The following tables set forth selected unaudited quarterly financial information for each of our last eight quarters:

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APOLLO GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited) 2011 Q1 Q2 February 28(1) $ 1,048,629 421,644 157,215 102,283 84,344 45,540 39,142 219,927 — 1,574 1,071,669 (23,040) 785 (1,654) 313 (23,596) (76,052) (99,648) 2,575 (97,073) 33,035 $ $ $ $ $ (64,038) $ (0.47) $ 0.02 (0.45) $ (0.47) $ 0.02 (0.45) $ 142,354 142,354 $ Q3 May 31 1,235,837 458,145 161,034 99,923 87,857 39,217 41,125 — — 2,048 889,349 346,488 867 (2,383) (1,862) 343,110 (130,385) 212,725 540 213,265 (825) 212,440 1.52 — 1.52 1.51 — 1.51 139,856 140,343 $ $ $ $ $ $ Q4 August 31 1,122,121 438,486 170,970 99,428 98,676 39,631 41,637 — 19,067 (16,454) 891,441 230,680 587 (2,724) 15 228,558 (44,622) 183,936 — 183,936 4,676 188,612 1.38 — 1.38 1.37 — 1.37 136,594 137,295

(In thousands, except per share data) Consolidated Quarterly Statements of Operations: Net revenue Costs and expenses: Instructional and student advisory Marketing Admissions advisory General and administrative Provision for uncollectible accounts receivable Depreciation and amortization Goodwill and other intangibles impairment Restructuring and other charges Litigation charge (credit), net Total costs and expenses Operating income (loss) Interest income Interest expense Other, net Income (loss) from continuing operations before income taxes Provision for income taxes Income (loss) from continuing operations (Loss) income from discontinued operations, net of tax Net income (loss) Net (income) loss attributable to noncontrolling interests Net income (loss) attributable to Apollo Earnings (loss) per share — Basic:(2) Continuing operations attributable to Apollo Discontinued operations attributable to Apollo Basic income (loss) per share attributable to Apollo Earnings (loss) per share — Diluted:(2) Continuing operations attributable to Apollo Discontinued operations attributable to Apollo Diluted income (loss) per share attributable to Apollo Basic weighted average shares outstanding Diluted weighted average shares outstanding _______________________________________
(1)

November 30 $ 1,326,435 455,812 166,143 113,752 84,874 56,909 37,102 — 3,846 881 919,319 407,116 983 (2,170) (54) 405,875 (169,579) 236,296 (628) 235,668 (255) $ $ $ $ $ 235,413 1.61 — 1.61 1.61 — 1.61 146,352 146,663

The effective income tax rate and net loss attributable to noncontrolling interests was significantly affected in the second quarter of fiscal year 2011 by BPP goodwill and other intangibles impairment charges. The sum of quarterly income per share may not equal annual income per share due to rounding and the net loss in the second quarter of fiscal year 2011.

(2)

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APOLLO GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited) 2010 Q1 Q2 February 28 Q3 May 31 Q4 August 31(1)

(In thousands, except per share data)

November 30

Consolidated Quarterly Statements of Income: Net revenue Costs and expenses: Instructional and student advisory Marketing Admissions advisory General and administrative Provision for uncollectible accounts receivable Depreciation and amortization Goodwill and other intangibles impairment Litigation charge Total costs and expenses Operating income Interest income Interest expense Other, net Income from continuing operations before income taxes Provision for income taxes Income from continuing operations (Loss) income from discontinued operations, net of tax Net income Net loss (income) attributable to noncontrolling interests Net income attributable to Apollo Earnings (loss) per share — Basic:(2) Continuing operations attributable to Apollo Discontinued operations attributable to Apollo Basic income per share attributable to Apollo Earnings (loss) per share — Diluted:(2) Continuing operations attributable to Apollo Discontinued operations attributable to Apollo Diluted income per share attributable to Apollo Basic weighted average shares outstanding Diluted weighted average shares outstanding
_______________________________________
(1)

$

1,258,659 430,675 151,617 115,271 70,659 62,698 34,680 — — 865,600 393,059 932 (2,908) (670) 390,413 (149,981) 240,432 (300) 240,132 10 240,142 1.55 — 1.55 1.54 — 1.54 154,824 156,045

$

1,070,336 415,458 141,308 118,152 68,800 73,884 35,244 — 44,500 897,346 172,990 525 (3,220) (79) 170,216 (69,064) 101,152 (10,638) 90,514 2,092 92,606

$

1,337,404 441,700 151,668 116,344 75,362 72,011 36,701 8,712 132,600 1,035,098 302,306 827 (1,979) (1,312) 299,842 (122,390) 177,452 2,084 179,536 (253)

$

1,259,420 445,301 179,150 116,591 86,295 74,035 38,939 175,858 882 1,117,051 142,369 636 (3,784) 1,376 140,597 (122,628) 17,969 (6,570) 11,399 29,572 40,971 0.32 (0.04) 0.28 0.32 (0.04) 0.28 147,829 148,334

$ $ $ $ $

$ $ $ $ $

$

179,283 1.17 0.02 1.19 1.16 0.02 1.18 151,127 152,291

$ $ $ $ $

0.67 $ (0.07) 0.60 $

0.67 $ (0.07) 0.60 154,119 155,168 $

The effective income tax rate and net loss attributable to noncontrolling interests was significantly affected in the fourth quarter of fiscal year 2010 by BPP goodwill and other intangibles impairment charges. The sum of quarterly income per share may not equal annual income per share due to rounding.

(2)

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Item 9 — Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None. Item 9A — Controls and Procedures Disclosure Controls and Procedures We intend to maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management, including our Co-Chief Executive Officers (“Principal Executive Officers”) and our Senior Vice President and Chief Financial Officer (“Principal Financial Officer”), as appropriate, to allow timely decisions regarding required disclosure. We have established a Disclosure Committee, consisting of certain members of management, to assist in this evaluation. Our Disclosure Committee meets on a quarterly basis and more often if necessary. Our management, under the supervision and with the participation of our Principal Executive Officers and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Securities Exchange Act), as of the end of the period covered by this report. Based on that evaluation, management concluded that, as of that date, our disclosure controls and procedures were effective at the reasonable assurance level. Attached as exhibits to this Annual Report on Form 10-K are certifications of our Principal Executive Officers and Principal Financial Officer, which are required in accordance with Rule 13a-14 of the Securities Exchange Act. This Disclosure Controls and Procedures section includes information concerning management’s evaluation of disclosure controls and procedures referred to in those certifications and, as such, should be read in conjunction with the certifications of our Principal Executive Officers and Principal Financial Officer. Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining effective internal control over financial reporting. Management’s intent is to design a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP in the United States of America. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements. Management performed an assessment of the effectiveness of our internal control over financial reporting as of August 31, 2011, utilizing the criteria described in the “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. The objective of this assessment was to determine whether our internal control over financial reporting was effective as of August 31, 2011. Based on our assessment, management believes that, as of August 31, 2011, the Company’s internal control over financial reporting is effective. Our independent registered public accounting firm, Deloitte & Touche LLP, independently assessed the effectiveness of the Company’s internal control over financial reporting. Deloitte & Touche LLP has issued a report, which is included at the end of Part II, Item 9A of this Annual Report on Form 10-K. Changes in Internal Control Over Financial Reporting There have not been any changes in our internal control over financial reporting during the quarter ended August 31, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 147

Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Apollo Group, Inc. and Subsidiaries Phoenix, Arizona We have audited the internal control over financial reporting of Apollo Group, Inc. and subsidiaries (the “Company”) as of August 31, 2011, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 31, 2011, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended August 31, 2011 of the Company, and our report dated October 20, 2011 expressed an unqualified opinion on those financial statements. /s/ DELOITTE & TOUCHE LLP Phoenix, Arizona October 20, 2011

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Item 9B — Other Information None. PART III Item 10 — Directors, Executive Officers and Corporate Governance Information relating to our Board of Directors, Executive Officers, and Corporate Governance required by this item appears in the Information Statement for Apollo Group, Inc., to be filed within 120 days of our fiscal year end (August 31, 2011) and such information is incorporated herein by reference. Our employees must act ethically at all times and in accordance with the policies in our Code of Business Ethics. We require full compliance with this policy from all designated employees including our Co-Chief Executive Officers, Chief Financial Officer, and Chief Accounting Officer. We publish the policy, and any amendments or waivers to the policy, in the Corporate Governance section of our website located at www.apollogrp.edu/CorporateGovernance/CorporateGovernance.aspx. Item 11 — Executive Compensation Information relating to this item appears in the Information Statement for Apollo Group, Inc., to be filed within 120 days of our fiscal year end (August 31, 2011) and such information is incorporated herein by reference. Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information relating to this item appears in the Information Statement for Apollo Group, Inc., to be filed within 120 days of our fiscal year end (August 31, 2011) and such information is incorporated herein by reference. Item 13 — Certain Relationships and Related Transactions, and Director Independence See Note 19, Related Person Transactions, in Item 8, Financial Statements and Supplementary Data, which is incorporated herein by reference. Other information relating to this item appears in the Information Statement for Apollo Group, Inc., to be filed within 120 days of our fiscal year end (August 31, 2011) and such information is incorporated herein by reference. Item 14 — Principal Accounting Fees and Services Information relating to this item appears in the Information Statement for Apollo Group, Inc., to be filed within 120 days of our fiscal year end (August 31, 2011) and such information is incorporated herein by reference.

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PART IV Item 15 — Exhibits, Financial Statement Schedules (a) The following documents are filed as part of this Annual Report on Form 10-K: 1. Financial Statements filed as part of this report

Index to Consolidated Financial Statements

Page

Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Comprehensive Income Consolidated Statements of Changes in Shareholders’ Equity Consolidated Statements of Cash Flows from Continuing and Discontinued Operations Notes to Consolidated Financial Statements 2. Financial Statement Schedules

92 93 94 95 96 97 98

All financial statement schedules have been omitted since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included on the Consolidated Financial Statements and Notes thereto. 3. Exhibits

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Index to Exhibits
Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Number Filing Date Filed Herewith

2.1

2.2

2.3

3.1 3.2 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 10.10 10.11 10.12 10.13 10.14 10.15

Agreement and Plan of Merger by and among Carnegie Learning, Inc., Apollo Group, Inc., BHCL Acquisition Co. and CLI Shareholder Representative, LLC, dated August 2, 2011(1) First Amendment to Agreement and Plan of Merger by and among Carnegie Learning, Inc., Apollo Group, Inc., BHCL Acquisition Co. and CLI Shareholder Representative, LLC, dated August 31, 2011 Technology Assignment and License Agreement by and between Apollo Group, Inc., Carnegie Mellon University and Carnegie Learning, Inc., dated August 2, 2011(1) Amended and Restated Articles of Incorporation of Apollo Group, Inc., as amended through June 20, 2007 Amended and Restated Bylaws of Apollo Group, Inc. Apollo Group, Inc. Long-Term Incentive Plan* Apollo Group, Inc. Plan Amendment to LongTerm Incentive Plan* Apollo Group, Inc. Plan Amendment to LongTerm Incentive Plan* Apollo Group, Inc. Amended and Restated Savings and Investment Plan* Apollo Group, Inc. Third Amended and Restated 1994 Employee Stock Purchase Plan* Apollo Group, Inc. 2000 Stock Incentive Plan (as amended and restated June 25, 2009)* Apollo Group, Inc. 2000 Stock Incentive Plan Amendment* Apollo Group, Inc. Amended and Restated 2000 Stock Incentive Plan Amendment* Form of Apollo Group, Inc. Non-Employee Director Stock Option Agreement* Form of Apollo Group, Inc. Non-Employee Director Stock Option Agreement With Limited Transferability* Form of Apollo Group, Inc. Non-Employee Director Restricted Stock Unit Award Agreement* Form of Apollo Group, Inc. Stock Option Agreement (for officers with an employment agreement)* Form of Non-Statutory Stock Option Agreement (for officers without an employment agreement)* Form of Non-Statutory Stock Option Agreement With Limited Transferability (for officers without an employment agreement)* Form of Apollo Group, Inc. Stock Option Agreement With Limited Transferability (for officers with an employment agreement)*

X

X

X

10-Q 10-Q S-1 10-Q 10-K 10-Q 10-K 10-Q 8-K

No. 000-25232 No. 000-25232 No. 33-83804 No. 000-25232 No. 000-25232 No. 000-25232 No. 000-25232 No. 000-25232 No. 000-25232

3.1 3.2 10.3 10.5 10.3 10.4 10.5 10.3 10.3

January 7, 2010 April 10, 2006 September 9, 1994 June 28, 2007 October 27, 2009 January 14, 2002 November 14, 2005 June 29, 2009 June 30, 2010 X

10-Q

No. 000-25232

10.6

June 28, 2007 X

10-Q 10-Q 10-Q

No. 000-25232 No. 000-25232 No. 000-25232

10.7 10.3 10.4

June 28, 2007 January 8, 2009 January 8, 2009 X X

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Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Number Filing Date Filed Herewith

10.16 10.17 10.18 10.19 10.20 10.21 10.22 10.23 10.24 10.25 10.26 10.27 10.28 10.29 10.30 10.31 10.32 10.33 10.34 10.35

Form of Apollo Group, Inc. Restricted Stock Unit Award Agreement (for officers with an employment agreement)* Form of Apollo Group, Inc. Restricted Stock Unit Award Agreement (for officers without an employment agreement)* Form of Restricted Stock Unit Award Agreement (Special Retention Award - Form A)* Form of Restricted Stock Unit Award Agreement (Special Retention Award - Form B)* Form of Restricted Stock Unit Award Agreement With Performance Condition and Partial Service Vesting Acceleration* Form of Performance Share Award Agreement (Apollo Global Metrics)* Form of Performance Share Award Agreement (Apollo Group Metrics)* Aptimus, Inc. 2001 Stock Plan* Apollo Group, Inc. Stock Option Assumption Agreement Aptimus, Inc. 2001 Stock Plan* Apollo Group, Inc. Stock Appreciation Right Assumption Agreement Aptimus, Inc. 2001 Stock Plan* Aptimus, Inc. 1997 Stock Option Plan, as amended* Apollo Group, Inc. Stock Option Assumption Agreement Aptimus, Inc. 1997 Stock Option Plan, as amended* Apollo Group, Inc. Executive Officer Performance Incentive Plan (as amended and restated effective as of October 6, 2011)* Apollo Group, Inc. Deferral Election Program for Non-Employee Board Members* Apollo Group, Inc. Senior Executive Severance Pay Plan* Form of Performance Share Award Agreement* Form of Indemnification Agreement Employee Director* Form of Indemnification Agreement - Outside Director* Amended and Restated Employment Agreement between Apollo Group, Inc. and John G. Sperling, dated December 31, 2008* Amended and Restated Deferred Compensation Agreement between Apollo Group, Inc. and John G. Sperling, dated December 31, 2008* Shareholder Agreement among Apollo Group, Inc. and holders of Apollo Group Class B common stock, dated September 7, 1994

10-Q 10-Q 10-Q 10-Q

No. 000-25232 No. 000-25232 No. 000-25232 No. 000-25232

10.1 10.2 10.1 10.2

January 8, 2009 January 8, 2009 March 29, 2011 March 29, 2011 X X X

S-8 S-8 S-8 S-8 S-8

No. 333-147151 No. 333-147151 No. 333-147151 No. 333-147151 No. 333-147151

99.1 99.2 99.3 99.4 99.50

November 5, 2007 November 5, 2007 November 5, 2007 November 5, 2007 November 5, 2007 X

10-K 10-Q 10-Q 10-K 10-K 10-Q 10-Q

No. 000-25232 No. 000-25232 No. 000-25232 No. 000-25232 No. 000-25232 No. 000-25232 No. 000-25232

10.20 10.1 10.2 10.23 10.23 10.10 10.11

October 27, 2009 June 30, 2010 June 30, 2010 October 21, 2010 October 21, 2010 January 8, 2009 January 8, 2009

10.36

S-1

No. 33-83804

10.10

September 9, 1994

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Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Number Filing Date Filed Herewith

10.36b Amendment to Shareholder Agreement among Apollo Group, Inc. and holders of Apollo Group Class B common stock, dated May 25, 2001 10.36c Amendment to Shareholder Agreement among Apollo Group, Inc. and holders of Apollo Group Class B common stock, dated June 23, 2006 10.36d Amendment to Shareholder Agreement among Apollo Group, Inc. and holders of Apollo Group Class B common stock, dated May 19, 2009 10.37 Amended and Restated Employment Agreement between Apollo Group, Inc. and Gregory W. Cappelli, dated April 2, 2011* 10.38 Stock Option Agreement between Apollo Group, Inc. and Gregory W. Cappelli, dated June 28, 2007* 10.39 Amended and Restated Employment Agreement between Apollo Group, Inc. and Joseph L. D’Amico, dated May 18, 2010* 10.40 Transition Agreement between Apollo Group, Inc. and P. Robert Moya, dated May 17, 2010* 10.41 Employment Agreement between Apollo Group, Inc. and Charles B. Edelstein, dated July 7, 2008* 10.42 Amendment to Employment Agreement between Apollo Group, Inc. and Charles B. Edelstein, dated December 12, 2008* 10.43 Amendment No. 2 to Employment Agreement between Apollo Group, Inc. and Charles B. Edelstein, dated February 23, 2009* 10.44 Amendment No. 3 to Employment Agreement between Apollo Group, Inc. and Charles B. Edelstein, dated April 24, 2009* 10.45 Clarification letter between Apollo Group, Inc. and Charles B. Edelstein, dated September 29, 2010* 10.46 Employment Agreement between Apollo Group, Inc. and Rob Wrubel, dated August 7, 2007* 10.47 Amendment to Employment Agreement between Apollo Group, Inc. and Rob Wrubel, dated October 31, 2008* 10.48 Offer letter between Apollo Group, Inc. and Sean Martin, dated August 23, 2010* 10.49 Clarification letter between Apollo Group, Inc. and Sean Martin, dated September 20, 2010* 10.50 Stock Option Repricing Agreement between Apollo Group, Inc. and John G. Sperling, dated August 25, 2008* 10.51 Stock Option Repricing Agreement between Apollo Group, Inc. and Peter V. Sperling, dated August 25, 2008*

10-K

No. 000-25232

10.10b

November 28, 2001

10-K

No. 000-25232

10.23c

October 27, 2009

10-K

No. 000-25232

10.23d

October 27, 2009

10-Q 10-Q 8-K 8-K 8-K 10-Q 10-Q 8-K 10-Q 10-K 10-Q 10-Q 10-Q 10-K 10-K

No. 000-25232 No. 000-25232 No. 000-25232 No. 000-25232 No. 000-25232 No. 000-25232 No. 000-25232 No. 000-25232 No. 000-25232 No. 000-25232 No. 000-25232 No. 000-25232 No. 000-25232 No. 000-25232 No. 000-25232

10.3 10.1 10.2 10.1 10.10 10.8 10.2 10.2 10.30 10.31 10.50 10.10 10.20 10.32 10.33

June 30, 2011 June 28, 2007 May 17, 2010 May 17, 2010 July 8, 2008 January 8, 2009 March 31, 2009 April 27, 2009 January 10, 2011 October 28, 2008 January 8, 2009 January 10, 2011 January 10, 2011 October 28, 2008 October 28, 2008

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Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Number Filing Date Filed Herewith

10.52

10.53

10.54

10.55

10.56

10.57

10.58 10.59

10.60

Amended and Restated Capital Contribution Agreement among Apollo Group, Inc., Carlyle Ventures Partners III, L.P. and Apollo Global, Inc., dated July 28, 2009 Amended and Restated Shareholders’ Agreement among Apollo Group, Inc., CVP III Coinvestment, L.P., Carlyle Ventures Partners III, L.P. and Apollo Global, Inc., dated July 28, 2009 Registration Rights Agreement among Apollo Group, Inc., Carlyle Ventures Partners III, L.P. and Apollo Global, Inc., dated October 22, 2007 Amendment No. 1 to Registration Rights Agreement among Apollo Group, Inc., Carlyle Ventures Partners III, L.P. and Apollo Global, Inc., dated July 28, 2009 Agreement and Plan of Exchange among Apollo Global, Inc., Apollo Group, Inc., Carlyle Ventures Partners III, L.P. and CVP III Coinvestment, L.P., dated July 28, 2009 Credit Agreement among Apollo Group, Inc., the Lenders from time to time party thereto, Bank of America, N.A. and BNP Paribas, as Co-Documentation Agents, Wells Fargo Bank, N.A., as Syndication Agent and JPMorgan Chase Bank, N.A., as Administrative Agent, dated January 4, 2008 Rule 62(b) Bond and Supersedeas Bond, dated February 15, 2008 Registered Pledge and Master Security Agreement by and between Travelers Casualty and Surety Company of America and Apollo Group, Inc., entered into by Apollo Group, Inc. on February 14, 2008 General Contract of Indemnity by Apollo Group, Inc. for the benefit of Travelers Casualty and Surety Company of America, entered into by Apollo Group, Inc. on February 14, 2008

10-K

No. 000-25232

10.46

October 27, 2009

10-K

No. 000-25232

10.47

October 27, 2009

10-K

No. 000-25232

10.29

October 29, 2007

10-K

No. 000-25232

10.49

October 27, 2009

10-K

No. 000-25232

10.50

October 27, 2009

10-Q

No. 000-25232

10.2

January 8, 2008

10-Q 10-Q

No. 000-25232 No. 000-25232

10.1 10.2

March 27, 2008 March 27, 2008

10-Q

No. 000-25232

10.3

March 27, 2008

10.61

10.62

10.63 10.64 10.65 10.66

10-Q Control Agreement by and among Apollo Group, Inc., Travelers Casualty and Surety Company of America, and Smith Barney Inc., entered into by Apollo Group, Inc. on February 14, 2008 8-K Implementation Agreement, dated June 7, 2009, by and among Apollo Global, Inc., Apollo UK Acquisition Company Limited and BPP Holdings plc. Rule 2.5 Announcement, dated June 8, 2009 8-K Irrevocable Letter of Credit, dated June 9, 2010 10-Q Purchase Agreement among Riverpoint Lots 8-K 1/3/5 LLC, Riverpoint Lot 2, LLC and Cole of Phoenix AZ, LLC dated March 24, 2011 Commercial Lease between Cole of Phoenix 8-K AZ, LLC and Apollo Group, Inc., dated March 24, 2011

No. 000-25232

10.4

March 27, 2008

No. 000-25232

2.1

June 8, 2009

No. 000-25232 No. 000-25232 No. 000-25232 No. 000-25232

2.2 10.3 10.1 10.2

June 8, 2009 June 30, 2010 March 24, 2011 March 24, 2011

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Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Number Filing Date Filed Herewith

21 23.1 31.1 31.2 31.3 32.1

32.2

32.3

101

List of Subsidiaries Consent of Independent Registered Public Accounting Firm Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 The following financial information from our Annual Report on Form 10-K for the fiscal year ended August 31, 2011, filed with the SEC on October 20, 2011, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets as of August 31, 2011 and August 31, 2010, (ii) the Consolidated Statements of Income for the years ended August 31, 2011, August 31, 2010 and August 31, 2009, (iii) the Consolidated Statements of Comprehensive Income for the years ended August 31, 2011, August 31, 2010 and August 31, 2009, (iv) the Consolidated Statements of Changes in Shareholders’ Equity for the years ended August 31, 2011, August 31, 2010 and August 31, 2009, (v) the Consolidated Statements of Cash Flows from Continuing and Discontinued Operations for the years ended August 31, 2011, August 31, 2010 and August 31, 2009, and (v) Notes to Consolidated Financial Statements.(2)

X X X X X X

X

X

* Indicates a management contract or compensation plan. (1) Portions of this exhibit have been omitted pursuant to a request for confidential treatment from the Securities and Exchange Commission. (2) Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

_______________________________________

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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. APOLLO GROUP, INC. An Arizona Corporation

By:

/s/ Brian L. Swartz Brian L. Swartz Senior Vice President and Chief Financial Officer (Principal Financial Officer)

By:

/s/ Gregory J. Iverson Gregory J. Iverson Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)

Date: October 20, 2011 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date

/s/ John G. Sperling John G. Sperling /s/ Peter V. Sperling Peter V. Sperling

Founder, Executive Chairman of the Board and Director

October 20, 2011

Vice Chairman of the Board and Director

October 20, 2011

/s/ Charles B. Edelstein Charles B. Edelstein

Co-Chief Executive Officer and Director (Principal Executive Officer)

October 20, 2011

/s/ Gregory W. Cappelli Gregory W. Cappelli

Co-Chief Executive Officer and Director (Principal Executive Officer)

October 20, 2011

/s/ Brian L. Swartz Brian L. Swartz

Senior Vice President and Chief Financial Officer (Principal October 20, 2011 Financial Officer)

/s/ Gregory J. Iverson Gregory J. Iverson

Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)

October 20, 2011

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Signature Title Date

/s/ Terri C. Bishop Terri C. Bishop /s/ Dino J. DeConcini Dino J. DeConcini /s/ K. Sue Redman K. Sue Redman /s/ George A. Zimmer George A. Zimmer /s/ Roy A. Herberger, Jr. Roy A. Herberger, Jr. /s/ Ann Kirschner Ann Kirschner /s/ Manuel F. Rivelo Manuel F. Rivelo /s/ Samuel A. DiPiazza, Jr. Samuel A. DiPiazza, Jr. /s/ Darby E. Shupp Darby E. Shupp /s/ Robert S. Murley Robert S. Murley

Senior Advisor to the Office of Chief Executive Officer and Director

October 20, 2011

Director

October 20, 2011

Director

October 20, 2011

Director

October 20, 2011

Director

October 20, 2011

Director

October 20, 2011

Director

October 20, 2011

Director

October 20, 2011

Director

October 20, 2011

Director

October 20, 2011

157

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Corporate Information
DIReCtORS
(PuBLIC MeMBeRS)

OFFICeRS
John G. Sperling, Ph.D.
Founder and Executive Chairman of the Board

CORPORAte HeADQuARteRS
Apollo Group, Inc.
4025 S. Riverpoint Parkway Phoenix, AZ 85040 (800) 990-APOL www.apollogrp.edu

ACCReDItAtIOnS
University of Phoenix, Inc., Western International University, Inc., and The College for Financial Planning, Inc. are accredited by The Higher Learning Commission, 230 South LaSalle Street, Suite 7-500, Chicago, IL 60604-1413 www.ncahlc.org University of Phoenix also has programmatic accreditation for several individual academic programs: Nursing: Commission on Collegiate Nursing Education (CCNE), www.aacn.nche.edu, American Association of Colleges of Nursing, One Dupont Circle, NW, Suite 530, Washington, DC 20036 MS/Counseling programs in UT and AZ: Council for Accreditation of Counseling and Related Educational Programs (CACREP), www.cacrep.org, 1001 North Fairfax Street, Suite 510, Alexandria, VA 22314 Most Business programs: Accreditation Council for Business Schools and Programs (ACBSP), www.acbsp.org, 11520 West 119th Street, Overland Park, KS 66213 Education: MAED/Elementary and Secondary programs are approved for initial accreditation by The Teacher Education Accreditation Council (TEAC) from December 20, 2007 to December 20, 2012, www.teac.org, One Dupont Circle, NW, Suite 320, Washington, DC 20036

Richard H. Dozer

Chairman, GenSpring Family Office—Phoenix Director since 2011

Peter V. Sperling

Roy A. Herberger, Jr., Ph.D.

Vice Chairman of the Board

President Emeritus of Thunderbird School of Global Management Director since 2007

Gregory W. Cappelli

Director and Co-Chief Executive Officer, and Chairman of Apollo Global

InVeStOR ReLAtIOnS
Beth Coronelli
Vice President, Investor Relations [e-mail]

Ann Kirschner, Ph.D.

Charles B. edelstein

University Dean of Macaulay Honors College of The City University of New York Director since 2007

Director and Co-Chief Executive Officer

Joseph L. D’Amico
President

Jeremy Davis

Robert S. Murley

Vice Chairman of Investment Banking, Americas, Credit Suisse Director since 2011

terri C. Bishop

Senior Director, Investor Relations [e-mail] (800) 990-APOL

Director and Executive Vice President, Integrated Academic Strategies, and Senior Advisor to the CEOs

K. Sue Redman

tRAnSFeR AGent AnD ReGIStRAR
Computershare trust Co. n.A.
Shareholder Relations 250 Royall Street Canton, MA 02021 [phone]

President, Redman Advisors, LLC Director since 2006

Sean B.W. Martin

Senior Vice President, General Counsel and Secretary

Manuel F. Rivelo
Annual Report Design by Curran & Connors, Inc. / www.curran-connors.com

SVP, Security and Strategic Solutions, F5 Director since 2009

Brian L. Swartz

Senior Vice President, Chief Financial Officer

Darby e. Shupp

Robert W. Wrubel

Controller, Exeter East, LLC Director since 2011

Executive Vice President, Chief Innovation Officer

InDePenDent ACCOuntAntS
Deloitte & touche LLP
2901 North Central Avenue Suite 1200 Phoenix, AZ 85012-2799 Trading symbol: APOL Traded on NASDAQ Global Select Market

George A. Zimmer

Gregory J. Iverson

Founder and Executive Chairman, The Men’s Wearhouse, Inc. Director since 2006

Vice President, Chief Accounting Officer and Controller

William J. Pepicello, Ph.D.
President, University of Phoenix

Frederick J. newton

Senior Vice President, Chief Human Resources Officer

4025 S. Riverpoint Parkway Phoenix, Arizona 85040 1.800.990.APOL www.apollogrp.edu