##### Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

| |     |                                                                                        
| | --- | ---------------------------------------------------------------------------------------
| | [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003

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 0-25283

CORINTHIAN COLLEGES, INC.

(Exact name of registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 33-0717312                          
|(State or other jurisdiction of
Incorporation or organization) |  | (I.R.S. Employer
Identification No.)

6 Hutton Centre Drive, Suite 400, Santa Ana, California
(Address of principal executive offices)

92707
(Zip Code)

(714) 427-3000
(Registrants telephone number, including area code)

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
[X]  No  [  ]

At May 2, 2003, there were 43,799,704 shares of Common Stock of the Registrant
outstanding.





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TABLE OF CONTENTS



|                               |                                                                                               |                                                                |  |  |  |  |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- | -------------------------------------------------------------- |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION
|                               | Item 1. Financial Statements                                                                 
|                               |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS                         
|                               |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS               
|                               |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS               
|                               |                                                                                               | NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                               | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                               | Item 3. Quantitative and Qualitative Disclosure about Market Risk                            
|                               | Item 4. Controls and Procedures                                                              
|PART II  OTHER INFORMATION   
|                               | Item 1. Legal Proceedings                                                                    
|                               | Item 2. Changes in Securities and Use of Proceeds                                            
|                               | Item 3. Defaults Upon Senior Securities                                                      
|                               | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                               | Item 5. Other Information                                                                    
|                               | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                    
|CERTIFICATION                 
|CERTIFICATION                 



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##### Table of Contents



CORINTHIAN COLLEGES, INC. AND SUBSIDIARIES

INDEX TO FORM 10-Q
For the Third Quarter Ended March 31, 2003

|                                         |                                                                                               |                                                                                                                         |    |          |   | 
|---------------------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------- | -- | -------- | - | 
|                                         |                                                                                               |                                                                                                                         |    | PAGE NO.
|                                         |                                                                                               |                                                                                                                         |    |         
|PART I - FINANCIAL INFORMATION           |                                                                                               |                                                                                                                         |    |         
|                                         | Item 1. Financial Statements                                                                  |                                                                                                                         |    |          |  
|                                         |                                                                                               | Condensed Consolidated Balance Sheets (Unaudited) at
June 30, 2002 and March 31, 2003                                   |    |          | 3 | 
|                                         |                                                                                               | Condensed Consolidated Statements of Operations (Unaudited) for the
three and nine months ended March 31, 2002 and 2003 |    |          | 4 | 
|                                         |                                                                                               | Condensed Consolidated Statements of Cash Flows (Unaudited) for the
nine months ended March 31, 2002 and 2003           |    |          | 5 | 
|                                         |                                                                                               | Notes to Unaudited Condensed Consolidated Financial Statements                                                          |    |          | 6 | 
|                                         | Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations |                                                                                                                         |    | 10       |  
|                                         | Item 3. Quantitative and Qualitative Disclosure About Market Risk                             |                                                                                                                         |    | 16       |  
|                                         | Item 4. Controls and Procedures                                                               |                                                                                                                         |    | 16       |  
|PART II - OTHER INFORMATION              |                                                                                               |                                                                                                                         |    |         
|                                         | Item 1. Legal Proceedings                                                                     |                                                                                                                         |    | 17       |  
|                                         | Item 2. Changes in Securities and Use of Proceeds                                             |                                                                                                                         |    | 17       |  
|                                         | Item 3. Defaults Upon Senior Securities                                                       |                                                                                                                         |    | 17       |  
|                                         | Item 4. Submission of Matters to a Vote of Security Holders                                   |                                                                                                                         |    | 17       |  
|                                         | Item 5. Other Information                                                                     |                                                                                                                         |    | 17       |  
|                                         | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                                         |    | 17       |  
|SIGNATURES                               |                                                                                               |                                                                                                                         | 19 |         
|CERTIFICATION OF CHIEF EXECUTIVE OFFICER |                                                                                               |                                                                                                                         | 20 |         
|CERTIFICATION OF CHIEF FINANCIAL OFFICER |                                                                                               |                                                                                                                         | 21 |         

2



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##### Table of Contents






PART I  FINANCIAL INFORMATION




Item 1. Financial Statements




CORINTHIAN COLLEGES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

|                                                           |                                                                                                                                        |  |                                                                                                                                              |        |   |                |        |           |   |         |  | 
|---------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------- | ------ | - | -------------- | ------ | --------- | - | ------- |  | 
|                                                           |                                                                                                                                        |  |                                                                                                                                              |        |   | June 30,       |        | March 31,
|                                                           |                                                                                                                                        |  |                                                                                                                                              |        |   | 2002           |        | 2003     
|                                                           |                                                                                                                                        |  |                                                                                                                                              |        |   |                |        |          
|                                                           |                                                                                                                                        |  |                                                                                                                                              |        |   | (In thousands)
|                                                           |                                                                                                                                        |  |                                                                                                                                              |        |   | (Unaudited)   
|ASSETS                                                     |                                                                                                                                        |  |                                                                                                                                              |        |   |                |        |          
|CURRENT ASSETS:                                            |                                                                                                                                        |  |                                                                                                                                              |        |   |                |        |          
|                                                           | Cash and cash equivalents                                                                                                              |  | $                                                                                                                                            | 40,761 |   |                | $      | 35,964    |  
|                                                           | Restricted cash                                                                                                                        |  |                                                                                                                                              | 267    |   |                |        | 10        |  
|                                                           | Marketable investments                                                                                                                 |  |                                                                                                                                              | 25,706 |   |                |        | 7,841     |  
|                                                           | Accounts receivable, net of allowance for doubtful accounts of $7,297 and $10,777
 at June 30, 2002 and March 31, 2003, respectively   |  |                                                                                                                                              | 24,043 |   |                |        | 28,290    |  
|                                                           | Student notes receivable, net of allowance for doubtful accounts of
$320 and $505 at June 30, 2002 and March 31, 2003, respectively    |  |                                                                                                                                              | 726    |   |                |        | 767       |  
|                                                           | Deferred tax assets                                                                                                                    |  |                                                                                                                                              | 6,142  |   |                |        | 7,031     |  
|                                                           | Prepaid expenses and other current assets                                                                                              |  |                                                                                                                                              | 11,482 |   |                |        | 13,253    |  
|                                                           |                                                                                                                                        |  |                                                                                                                                              |        |   |                |        |          
|                                                           |                                                                                                                                        |  | TOTAL CURRENT ASSETS                                                                                                                         |        |   | 109,127        |        |           |   | 93,156  | 
|PROPERTY AND EQUIPMENT, net                                |                                                                                                                                        |  | 36,956                                                                                                                                       |        |   |                | 70,151 |          
|OTHER ASSETS:                                              |                                                                                                                                        |  |                                                                                                                                              |        |   |                |        |          
|                                                           | Goodwill, net                                                                                                                          |  |                                                                                                                                              | 45,340 |   |                |        | 125,730   |  
|                                                           | Other intangibles, net                                                                                                                 |  |                                                                                                                                              | 12,085 |   |                |        | 13,618    |  
|                                                           | Student notes receivable, net of allowance for doubtful accounts of $434 and $1,182
 at June 30, 2002 and March 31, 2003, respectively |  |                                                                                                                                              | 1,218  |   |                |        | 1,560     |  
|                                                           | Deposits and other assets                                                                                                              |  |                                                                                                                                              | 3,080  |   |                |        | 3,431     |  
|                                                           |                                                                                                                                        |  |                                                                                                                                              |        |   |                |        |          
|                                                           |                                                                                                                                        |  | TOTAL ASSETS                                                                                                                                 |        | $ | 207,806        |        |           | $ | 307,646 | 
|                                                           |                                                                                                                                        |  |                                                                                                                                              |        |   |                |        |          
|LIABILITIES AND STOCKHOLDERS EQUITY                       |                                                                                                                                        |  |                                                                                                                                              |        |   |                |        |          
|CURRENT LIABILITIES:                                       |                                                                                                                                        |  |                                                                                                                                              |        |   |                |        |          
|                                                           | Accounts payable                                                                                                                       |  | $                                                                                                                                            | 14,371 |   |                | $      | 13,120    |  
|                                                           | Accrued compensation and related liabilities                                                                                           |  |                                                                                                                                              | 15,800 |   |                |        | 25,761    |  
|                                                           | Accrued expenses                                                                                                                       |  |                                                                                                                                              | 2,671  |   |                |        | 9,428     |  
|                                                           | Income tax payable                                                                                                                     |  |                                                                                                                                              | 2,304  |   |                |        | 1,193     |  
|                                                           | Prepaid tuition                                                                                                                        |  |                                                                                                                                              | 13,332 |   |                |        | 24,259    |  
|                                                           | Current portion of capital lease obligation                                                                                            |  |                                                                                                                                              |       |   |                |        | 192       |  
|                                                           | Current portion of long-term debt                                                                                                      |  |                                                                                                                                              | 585    |   |                |        | 133       |  
|                                                           |                                                                                                                                        |  |                                                                                                                                              |        |   |                |        |          
|                                                           |                                                                                                                                        |  | TOTAL CURRENT LIABILITIES                                                                                                                    |        |   | 49,063         |        |           |   | 74,086  | 
|LONG-TERM CAPITAL LEASE OBLIGATION, net of current portion |                                                                                                                                        |  |                                                                                                                                             |        |   |                | 12,639 |          
|LONG-TERM DEBT, net of current portion                     |                                                                                                                                        |  | 1,515                                                                                                                                        |        |   |                | 1,411  |          
|DEFERRED INCOME                                            |                                                                                                                                        |  | 147                                                                                                                                          |        |   |                | 37     |          
|DEFERRED TAX LIABILITY                                     |                                                                                                                                        |  | 5,920                                                                                                                                        |        |   |                | 6,618  |          
|OTHER LIABILITIES                                          |                                                                                                                                        |  | 107                                                                                                                                          |        |   |                | 148    |          
|STOCKHOLDERS EQUITY:                                      |                                                                                                                                        |  |                                                                                                                                              |        |   |                |        |          
|                                                           | Common Stock, $0.0001 par value:                                                                                                       |  |                                                                                                                                              |        |   |                |        |           |  
|                                                           |                                                                                                                                        |  | Common Stock, 80,000 shares authorized and 42,954 shares and 43,778 issued
and outstanding at June 30, 2002 and March 31, 2003, respectively |        |   | 4              |        |           |   | 4       | 
|                                                           | Additional paid-in capital                                                                                                             |  |                                                                                                                                              | 67,023 |   |                |        | 80,749    |  
|                                                           | Retained earnings                                                                                                                      |  |                                                                                                                                              | 84,027 |   |                |        | 131,954   |  
|                                                           |                                                                                                                                        |  |                                                                                                                                              |        |   |                |        |          
|                                                           |                                                                                                                                        |  | TOTAL STOCKHOLDERS EQUITY                                                                                                                   |        |   | 151,054        |        |           |   | 212,707 | 
|                                                           |                                                                                                                                        |  |                                                                                                                                              |        |   |                |        |          
|                                                           |                                                                                                                                        |  | TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                   |        | $ | 207,806        |        |           | $ | 307,646 | 
|                                                           |                                                                                                                                        |  |                                                                                                                                              |        |   |                |        |          

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

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CORINTHIAN COLLEGES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                      |                                |                          |        |                                                 |        |                   |         |             |         |      |         |         |         |   |         |         |         | 
|----------------------------------------------------- | ------------------------------ | ------------------------ | ------ | ----------------------------------------------- | ------ | ----------------- | ------- | ----------- | ------- | ---- | ------- | ------- | ------- | - | ------- | ------- | ------- | 
|                                                      |                                |                          |        | Three Months Ended                              |        | Nine Months Ended
|                                                      |                                |                          |        | March 31,                                       |        | March 31,        
|                                                      |                                |                          |        |                                                 |        |                  
|                                                      |                                |                          |        | 2002                                            |        | 2003              |         | 2002        |         | 2003
|                                                      |                                |                          |        |                                                 |        |                   |         |             |         |     
|                                                      |                                |                          |        | (In thousands, except share and per share data)
|                                                      |                                |                          |        |                                                 |        |                   |         | (Unaudited) |         |      |         |        
|NET REVENUES                                          |                                | $                        | 88,334 |                                                 |        | $                 | 135,548 |             |         | $    | 243,595 |         |         | $ | 378,364 |        
|OPERATING EXPENSES:                                   |                                |                          |        |                                                 |        |                   |         |             |         |      |         |         |         |   |         |        
|                                                      | Educational services           |                          |        | 43,942                                          |        |                   |         | 63,665      |         |      |         | 127,091 |         |   |         | 181,844 |        
|                                                      | General and administrative     |                          |        | 7,988                                           |        |                   |         | 13,093      |         |      |         | 20,968  |         |   |         | 37,913  |        
|                                                      | Marketing and advertising      |                          |        | 18,141                                          |        |                   |         | 28,642      |         |      |         | 52,150  |         |   |         | 78,273  |        
|                                                      |                                |                          |        |                                                 |        |                   |         |             |         |      |         |         |         |   |         |        
|                                                      |                                | Total operating expenses |        |                                                 | 70,071 |                   |         |             | 105,400 |      |         |         | 200,209 |   |         |         | 298,030 | 
|                                                      |                                |                          |        |                                                 |        |                   |         |             |         |      |         |         |         |   |         |        
|INCOME FROM OPERATIONS                                |                                |                          | 18,263 |                                                 |        |                   | 30,148  |             |         |      | 43,386  |         |         |   | 80,334  |        
|                                                      | Interest (income) expense, net |                          |        | (338                                            | )      |                   |         | (11         | )       |      |         | (1,114  | )       |   |         | 196     |        
|                                                      | Other income                   |                          |        |                                                |        |                   |         | (8          | )       |      |         | (612    | )       |   |         | (8      | )      
|                                                      |                                |                          |        |                                                 |        |                   |         |             |         |      |         |         |         |   |         |        
|INCOME BEFORE PROVISION FOR INCOME TAXES              |                                |                          | 18,601 |                                                 |        |                   | 30,167  |             |         |      | 45,112  |         |         |   | 80,146  |        
|                                                      | Provision for income taxes     |                          |        | 7,496                                           |        |                   |         | 12,127      |         |      |         | 18,203  |         |   |         | 32,219  |        
|                                                      |                                |                          |        |                                                 |        |                   |         |             |         |      |         |         |         |   |         |        
|NET INCOME                                            |                                | $                        | 11,105 |                                                 |        | $                 | 18,040  |             |         | $    | 26,909  |         |         | $ | 47,927  |        
|                                                      |                                |                          |        |                                                 |        |                   |         |             |         |      |         |         |         |   |         |        
|Income per share:                                     |                                |                          |        |                                                 |        |                   |         |             |         |      |         |         |         |   |         |        
|                                                      | Basic                          |                          | $      | 0.26                                            |        |                   | $       | 0.41        |         |      | $       | 0.63    |         |   | $       | 1.10    |        
|                                                      |                                |                          |        |                                                 |        |                   |         |             |         |      |         |         |         |   |         |        
|                                                      | Diluted                        |                          | $      | 0.25                                            |        |                   | $       | 0.39        |         |      | $       | 0.60    |         |   | $       | 1.04    |        
|                                                      |                                |                          |        |                                                 |        |                   |         |             |         |      |         |         |         |   |         |        
|Weighted average number of common shares outstanding: |                                |                          |        |                                                 |        |                   |         |             |         |      |         |         |         |   |         |        
|                                                      | Basic                          |                          |        | 42,770                                          |        |                   |         | 43,653      |         |      |         | 42,596  |         |   |         | 43,352  |        
|                                                      |                                |                          |        |                                                 |        |                   |         |             |         |      |         |         |         |   |         |        
|                                                      | Diluted                        |                          |        | 44,828                                          |        |                   |         | 46,016      |         |      |         | 44,412  |         |   |         | 45,876  |        
|                                                      |                                |                          |        |                                                 |        |                   |         |             |         |      |         |         |         |   |         |        

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

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CORINTHIAN COLLEGES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                        |                                                                                                 |                                                                      |                                 |                                   |         |                   |        |         |         |         |        |  
|----------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | -------------------------------------------------------------------- | ------------------------------- | --------------------------------- | ------- | ----------------- | ------ | ------- | ------- | ------- | ------ | -
|                                                                        |                                                                                                 |                                                                      |                                 |                                   |         | Nine Months Ended
|                                                                        |                                                                                                 |                                                                      |                                 |                                   |         | March 31,        
|                                                                        |                                                                                                 |                                                                      |                                 |                                   |         |                  
|                                                                        |                                                                                                 |                                                                      |                                 |                                   |         | 2002              |        | 2003   
|                                                                        |                                                                                                 |                                                                      |                                 |                                   |         |                   |        |        
|                                                                        |                                                                                                 |                                                                      |                                 |                                   |         | (In thousands)   
|                                                                        |                                                                                                 |                                                                      |                                 |                                   |         | (Unaudited)      
|CASH FLOWS FROM OPERATING ACTIVITIES:                                   |                                                                                                 |                                                                      |                                 |                                   |         |                   |        |        
|                                                                        | Net income                                                                                      |                                                                      | $                               | 26,909                            |         |                   | $      | 47,927  |        
|                                                                        | Adjustments to reconcile net income to net cash provided by (used in)
operating activities:     |                                                                      |                                 |                                   |         |                   |        |         |        
|                                                                        |                                                                                                 | Depreciation and amortization                                        |                                 |                                   | 4,825   |                   |        |         | 9,343   |        
|                                                                        |                                                                                                 | Deferred taxes                                                       |                                 |                                   | 1,806   |                   |        |         |        |        
|                                                                        |                                                                                                 | Loss (gain) on disposal of assets                                    |                                 |                                   | 25      |                   |        |         | (8      | )      
|                                                                        |                                                                                                 | Changes in assets and liabilities, net of effects from acquisitions: |                                 |                                   |         |                   |        |         |         |        
|                                                                        |                                                                                                 |                                                                      |                                 | Accounts receivable               |         |                   | 1,586  |         |         |         | (3,700 | )
|                                                                        |                                                                                                 |                                                                      |                                 | Student notes receivable          |         |                   | 760    |         |         |         | (383   | )
|                                                                        |                                                                                                 |                                                                      |                                 | Prepaid expenses and other assets |         |                   | (817   | )       |         |         | (1,076 | )
|                                                                        |                                                                                                 |                                                                      |                                 | Accounts payable                  |         |                   | 1,949  |         |         |         | (1,913 | )
|                                                                        |                                                                                                 |                                                                      |                                 | Accrued expenses                  |         |                   | 8,050  |         |         |         | 13,080 |  
|                                                                        |                                                                                                 |                                                                      |                                 | Income tax payable                |         |                   | 2,398  |         |         |         | (1,111 | )
|                                                                        |                                                                                                 |                                                                      |                                 | Prepaid tuition                   |         |                   | 5,134  |         |         |         | 6,237  |  
|                                                                        |                                                                                                 |                                                                      |                                 | Other long-term liabilities       |         |                   | (647   | )       |         |         | (69    | )
|                                                                        |                                                                                                 |                                                                      |                                 |                                   |         |                   |        |        
|                                                                        |                                                                                                 | Net cash provided by operating activities                            |                                 |                                   | 51,978  |                   |        |         | 68,327  |        
|                                                                        |                                                                                                 |                                                                      |                                 |                                   |         |                   |        |        
|CASH FLOWS FROM INVESTING ACTIVITIES:                                   |                                                                                                 |                                                                      |                                 |                                   |         |                   |        |        
|                                                                        | Acquisitions of schools, colleges, and training centers, net of cash acquired                   |                                                                      |                                 |                                  |         |                   |        | (83,785 | )      
|                                                                        | Change in restricted cash                                                                       |                                                                      |                                 |                                  |         |                   |        | 257     |        
|                                                                        | Sales of (investments in) marketable securities, net                                            |                                                                      |                                 | (47,435                           | )       |                   |        | 17,865  |        
|                                                                        | Capital expenditures, net of disposals                                                          |                                                                      |                                 | (14,553                           | )       |                   |        | (20,544 | )      
|                                                                        | Proceeds from sale of
assets                                                                    |                                                                      |                                 | 805                               |         |                   |        | 8       |        
|                                                                        |                                                                                                 |                                                                      |                                 |                                   |         |                   |        |        
|                                                                        |                                                                                                 | Net cash (used in) investing activities                              |                                 |                                   | (61,183 | )                 |        |         | (86,199 | )      
|                                                                        |                                                                                                 |                                                                      |                                 |                                   |         |                   |        |        
|CASH FLOWS FROM FINANCING ACTIVITIES:                                   |                                                                                                 |                                                                      |                                 |                                   |         |                   |        |        
|                                                                        | Proceeds from borrowings                                                                        |                                                                      |                                 |                                  |         |                   |        | 58,600  |        
|                                                                        | Principal repayments on long-term debt and capital lease obligation                             |                                                                      |                                 | (1,498                            | )       |                   |        | (59,251 | )      
|                                                                        | Proceeds from exercise of stock options and Employee Stock Purchase Plan,
including tax benefit |                                                                      |                                 | 5,193                             |         |                   |        | 13,726  |        
|                                                                        |                                                                                                 |                                                                      |                                 |                                   |         |                   |        |        
|                                                                        |                                                                                                 | Net cash provided by financing activities                            |                                 |                                   | 3,695   |                   |        |         | 13,075  |        
|                                                                        |                                                                                                 |                                                                      |                                 |                                   |         |                   |        |        
|NET DECREASE IN CASH AND CASH EQUIVALENTS                               |                                                                                                 |                                                                      | (5,510                          | )                                 |         |                   | (4,797 | )      
|CASH AND CASH EQUIVALENTS, beginning of period                          |                                                                                                 |                                                                      | 19,738                          |                                   |         |                   | 40,761 |        
|                                                                        |                                                                                                 |                                                                      |                                 |                                   |         |                   |        |        
|CASH AND CASH EQUIVALENTS, end of period                                |                                                                                                 | $                                                                    | 14,228                          |                                   |         | $                 | 35,964 |        
|                                                                        |                                                                                                 |                                                                      |                                 |                                   |         |                   |        |        
|SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: |                                                                                                 |                                                                      |                                 |                                   |         |                   |        |        
|                                                                        |                                                                                                 | Acquisitions of various schools and colleges                         |                                 |                                   |         |                   |        |         |         |        
|                                                                        |                                                                                                 |                                                                      | Fair value of assets acquired   |                                   | $       |                  |        |         | $       | 100,181 |       
|                                                                        |                                                                                                 |                                                                      | Net cash used in acquisitions   |                                   |         |                  |        |         |         | (83,785 | )     
|                                                                        |                                                                                                 |                                                                      |                                 |                                   |         |                   |        |        
|                                                                        |                                                                                                 |                                                                      | Liabilities assumed or incurred |                                   | $       |                  |        |         | $       | 16,396  |       
|                                                                        |                                                                                                 |                                                                      |                                 |                                   |         |                   |        |        
|                                                                        |                                                                                                 | Capital lease additions                                              |                                 | $                                 |        |                   |        | $       | 6,300   |        
|                                                                        |                                                                                                 |                                                                      |                                 |                                   |         |                   |        |        

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

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CORINTHIAN COLLEGES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2003

Note 1 - The Company and Basis of Presentation

At March 31, 2003, Corinthian Colleges, Inc. (the Company) operated 67
schools in the for profit, post-secondary education industry. All of the
Companys schools are accredited and grant either degrees (Associate, Bachelor
and Master) or diplomas and offer educational opportunities from an extensive
and diverse curricula library with an emphasis on four primary concentrations:
allied health, business, technology, and criminal justice. Additionally, the
Company has an online learning alternative available to students pursuing
education exclusively online and is approved to offer eight accredited degrees
to exclusively online students. Effective January 1, 2003, the Company
acquired all of the assets of Learning Tree University, Inc. and LTU Extension,
Inc. (collectively LTU or Learning Tree University). LTU operates two
training centers and offers continuing professional education, short duration
certification programs, corporate training and customized learning solutions.

The accompanying unaudited condensed consolidated financial statements
have been prepared on a basis consistent with the audited consolidated
financial statements for the fiscal year ended June 30, 2002 and, in the
opinion of management, reflect all adjustments, which include only normal
recurring adjustments, necessary to present fairly the consolidated financial
position, the results of operations, and cash flows for the three months and
the nine months ended March 31, 2003 and 2002. These condensed consolidated
financial statements and notes thereto are unaudited and should be read in
conjunction with the Companys audited financial statements included in the
Companys Annual Report on Form 10-K for the year ended June 30, 2002, as filed
with the Securities and Exchange Commission (the SEC) on September 16, 2002
(see Seasonality and Other Factors Affecting Quarterly Results).

The condensed consolidated financial statements as of March 31, 2003 and
2002 and for the three months and nine months then ended are consolidated and
include the accounts of the Company and its wholly owned subsidiaries. All
significant intercompany balances and transactions have been eliminated in
consolidation.

Note 2  Marketable Securities

Marketable investments primarily include
interest bearing
available-for-sale securities with a maturity date of less than one year.

Statement of Financial Accounting Standards (SFAS) No. 115, Accounting
For Certain Debt and Equity Securities requires that all applicable
investments be classified as trading securities, available-for-sale securities
or held-to-maturity securities. The Company does not currently have any
trading securities or held-to-maturity securities.

Securities classified as available-for-sale may be sold in response to
changes in interest rates, liquidity needs and for other purposes.
Available-for-sale securities are carried at fair value and include all debt
and equity securities not classified as held-to-maturity or trading.
Unrealized holding gains and losses from available-for-sale securities are
excluded from earnings and reported, net of any income tax effect, as a
separate component of stockholders equity. Realized gains and losses for
securities classified as available-for-sale are reported in earnings. At March
31, 2003, there were no material unrealized gains or losses from
available-for-sale securities.

Note 3  Weighted Average Number of Common Shares Outstanding

Basic net income per share is calculated by dividing net income by the
weighted average number of common shares outstanding for the period. Diluted
net income per share reflects the assumed conversion of all dilutive
securities, consisting of stock options.

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The table below reflects the calculation of the weighted average number of
common shares outstanding used in computing basic and diluted net income per
common share (in thousands and restated to reflect the two for one stock split
effected in the form of a stock dividend on May 28, 2002):

|                                  |               |  |                    |       |                   |  |        |       |      |  |        |       |  |  |        |       | 
|--------------------------------- | ------------- |  | ------------------ | ----- | ----------------- |  | ------ | ----- | ---- |  | ------ | ----- |  |  | ------ | ----- | 
|                                  |               |  | Three Months Ended |       | Nine Months Ended
|                                  |               |  | March 31,          |       | March 31,        
|                                  |               |  | 2002               |       | 2003              |  | 2002   |       | 2003
|                                  |               |  |                    |       |                   |  |        |       |     
|Basic common shares outstanding   |               |  | 42,770             |       |                   |  | 43,653 |       |      |  | 42,596 |       |  |  | 43,352 |      
|Effects of dilutive securities:   |               |  |                    |       |                   |  |        |       |      |  |        |       |  |  |        |      
|                                  | Stock options |  |                    | 2,058 |                   |  |        | 2,363 |      |  |        | 1,816 |  |  |        | 2,524 | 
|                                  |               |  |                    |       |                   |  |        |       |      |  |        |       |  |  |        |      
|Diluted common shares outstanding |               |  | 44,828             |       |                   |  | 46,016 |       |      |  | 44,412 |       |  |  | 45,876 |      
|                                  |               |  |                    |       |                   |  |        |       |      |  |        |       |  |  |        |      

Note 4  New Accounting Pronouncements

In June 2001, Financial Accounting Standards Board (FASB) issued SFAS
No. 141, Business Combinations and SFAS No. 142, Goodwill and Other
Intangible Assets. SFAS No. 141 addresses financial accounting and reporting
for business combinations and is effective for all business combinations after
June 30, 2001. SFAS No. 142 addresses financial accounting and reporting for
acquired goodwill and other intangible assets. The Company adopted SFAS No.
142, Accounting for Business Combinations, Goodwill and Other Intangible
Assets, in its entirety effective July 1, 2002. Accordingly, under SFAS No.
142, goodwill is no longer amortized on a periodic basis, but instead is
subject to an impairment test to be performed at least on an annual basis. If
the test indicates that goodwill is impaired, the goodwill will be written down
to its fair value and a corresponding charge to earnings will be recorded.
Separable intangible assets that are not deemed to have indefinite lives will
continue to be amortized over their useful lives. As a result of the adoption
on July 1, 2002, of SFAS No. 142, there was no goodwill amortization expense
for the first nine months of fiscal 2003, compared to approximately $618,000 of
goodwill amortization expense (pre-tax) in the first nine months of fiscal
2002. Additionally, there was approximately $206,000 of goodwill amortization
expense (pre-tax) in the third quarter of fiscal 2002. No impairment losses
were recorded upon the initial adoption of SFAS No. 142. The adoption of SFAS
No. 141 and SFAS No. 142 did not have an adverse material impact on our
consolidated financial position, results of operations or earnings per share.

In October 2002, the FASB issued SFAS No. 147, Acquisitions of Certain
Financial Institutions  An Amendment of FASB Statements No. 72 and 144 and
FASB Interpretation No. 9, which provides guidance on the accounting for the
acquisition of a financial institution. SFAS No. 147 is effective for
acquisitions on or after October 1, 2002. The adoption of SFAS No. 147 is not
expected to have an adverse material impact on our consolidated financial
position or results of operations.

In December 2002, the FASB issued SFAS No. 148, Accounting for
Stock-Based Compensation  Transition and Disclosure  An Amendment of FASB
Statement No. 123. SFAS No. 148 provides alternative methods of transition
for a voluntary change to the fair value based method of accounting for
stock-based employee compensation and amends the disclosure requirements of
SFAS No. 123 to improve the clarity and prominence of disclosures about the pro
forma effects of accounting for stock based compensation on the financial
statements. The transition guidance and annual disclosure provisions of SFAS
No. 148 are effective for fiscal years ending after December 15, 2002 with
earlier application permitted in certain circumstances. The interim disclosure
provisions are effective for financial reports for interim periods beginning
after December 15, 2002; hence the Company has adopted the disclosure
provisions of SFAS No. 148 for this quarter end.

In November 2002, the FASB issued Interpretation No. 45, Guarantors
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others (Interpretation 45). Interpretation 45
requires a guarantor to recognize, at the inception of a guarantee, a liability
for the fair value of the obligation undertaken in issuing the guarantee.
Interpretation 45 also expands the disclosures required to be made by a
guarantor about its obligations under certain guarantees that it has issued.
Initial recognition and measurement provisions of Interpretation 45 are
applicable on a prospective basis to guarantees issued or modified. The
disclosure requirements are effective immediately. The Company does not expect
Interpretation 45 to have a material effect on its financial condition or
results of operations.

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In January 2003, the FASB issued the Interpretation No. 46, Consolidation
of Variable Interest Entities (Interpretation 46). Interpretation 46
requires a company to consolidate a variable interest entity if the company is
subject to a majority of the risk of loss from the variable interest entitys
activities or is entitled to receive a majority of the entitys residual
returns. The interpretation also requires disclosures about variable interest
entities that the company is not required to consolidate but in which it has a
significant variable interest. Interpretation 46 is immediately effective for
variable interest entities created after January 31, 2003 and to variable
interest entities in which an enterprise obtains an interest after that date.
It applies in the first fiscal year or interim period beginning after June 15,
2003, with respect to variable interest entities in which an enterprise holds a
variable interest that is acquired before February 1, 2003. The Company does
not have Variable Interest Entities, or Special Purpose Entities (SPEs) and
the adoption of Interpretation 46 will not have an impact on our consolidated
financial position or results of operations.

Note 5  Pro Forma Summary Financial Information

Effective July 1, 2002, the Company acquired all of the outstanding stock
of Wyo-Tech Acquisition Corp. (Wyo-Tech) for approximately $84.4 million.
The acquisition was financed with approximately $41.4 million of available cash
and $43.0 million of borrowings pursuant to a three-year $100 million credit
facility. Wyo-Tech operates two campuses under the Wyoming Technical Institute
name in Laramie, Wyoming and Blairsville, Pennsylvania.

The following table provides unaudited pro forma financial data for the
Company reflecting the completion of the Wyo-Tech acquisition as if it occurred
July 1, 2001. These unaudited pro forma results have been prepared for
comparative purposes only and include certain pro forma adjustments. Such pro
forma amounts are not necessarily indicative of what actual results of
operations might have been or will be in the future. Pro forma results of
operations for the prior period exclude consulting and management fees paid by
Wyo-Tech to its parent company and goodwill amortization and reflect a decrease
in interest income and an increase in interest expense related to the
combination of cash and debt used to fund the acquisition.

|                             |  |                    |        |                   |  |      |         |      |  |   |         |  |  |   |         | 
|---------------------------- |  | ------------------ | ------ | ----------------- |  | ---- | ------- | ---- |  | - | ------- |  |  | - | ------- | 
|                             |  | Three Months Ended |        | Nine Months Ended
|                             |  | March 31,          |        | March 31,        
|                             |  | 2002               |        | 2003              |  | 2002 |         | 2003
|                             |  |                    |        |                   |  |      |         |     
|Net revenue                  |  | $                  | 98,009 |                   |  | $    | 135,548 |      |  | $ | 270,297 |  |  | $ | 378,364 | 
|Net income                   |  |                    | 12,734 |                   |  |      | 18,040  |      |  |   | 30,085  |  |  |   | 47,927  | 
|Earnings per share - basis   |  | $                  | 0.30   |                   |  | $    | 0.41    |      |  | $ | 0.71    |  |  | $ | 1.10    | 
|Earnings per share - diluted |  | $                  | 0.28   |                   |  | $    | 0.39    |      |  | $ | 0.67    |  |  | $ | 1.04    | 

Wyo-Tech operates two campuses, which grant diplomas and degrees in the
automotive and diesel technology fields. The Company acquired Wyo-Tech in order
to gain entry into the field of automotive and diesel mechanic
diploma and degree programs. The purchase of Wyo-Tech also gives the Company a
nationally recognized name in the field of automotive and diesel mechanic
training and a national sales force that the Company believes can be utilized
to offer other curricula owned by the Company to potential students. The
potential for realization of significant improvement in operating results,
through a combination of curriculum enhancement and increased management
efficiency, was determined to be high and was a critical factor in the
determination of the final purchase price, which resulted in the recognition of
goodwill. We have adopted SFAS 142, and consequently are not amortizing
goodwill. At the time of acquisition no value was readily determinable for
assignment to other intangible assets. The Company is currently conducting a
study to determine the amount, if any, that is assignable to other intangible
assets.

Note 6  Acquisitions

Effective January 1, 2003, the Company acquired substantially all of the
assets of Learning Tree University, Inc. and LTU Extension, Inc. (collectively
LTU). LTU offers continuing professional education, short duration
certificate programs, comprehensive corporate training and customized learning
solutions at two training centers in Southern California. LTU also conducts
seminars in 40 cities nationwide and offers both instructor-led and online training. Through the
acquisition of LTU, the Company gained a platform to penetrate the corporate
training, continuing education and customized learning solutions markets.The
cash purchase price of approximately $5.3 million, subject to certain

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working
capital adjustments, includes deferred payments over the next two years of up
to $2.0 million that will be paid in cash to the sellers only if certain
operating benchmarks are achieved by LTU during that time period.

Note 7  Stock Options

On April 28, 1998, the Board of Directors adopted the 1998 Performance
Award Plan (the Plan). Under the Plan, as amended, 6,516,536 options, stock appreciation
rights or other common stock based securities may be granted to directors,
officers, employees and other eligible persons. Shareholders ratified the Plan
in November 2001. Options granted under the Plan have expiration dates not
longer than 10 years. Options granted generally vest over a period of 2 to 4
years.

The Company accounts for stock-based compensation using the intrinsic
value method of APB Opinion No. 25, Accounting for Stock Issued to Employees,
and has adopted the disclosure-only provisions of SFAS No. 123, Accounting for
Stock-Based Compensation, related to options issued to employees and SFAS No.
148, Accounting for Stock-based Compensation Transition and Disclosure. No
stock-based employee compensation cost is reflected in net income, as all
options, stock appreciation rights or other common stock based securities
granted had an exercise price equal to the market value of the underlying
common stock on the date of grant. The following table illustrates the effect
on net income and earnings per share if the Company had applied the fair value
recognition provisions of SFAS No. 123, to stock-based employee compensation.

|                            |                                                                                                                                    |   |                                       |        |                   |   |             |        |      |   |        |        |   |   |        |        |  
|--------------------------- | ---------------------------------------------------------------------------------------------------------------------------------- | - | ------------------------------------- | ------ | ----------------- | - | ----------- | ------ | ---- | - | ------ | ------ | - | - | ------ | ------ | -
|                            |                                                                                                                                    |   | Three Months Ended                    |        | Nine Months Ended
|                            |                                                                                                                                    |   | March 31,                             |        | March 31,        
|                            |                                                                                                                                    |   | 2002                                  |        | 2003              |   | 2002        |        | 2003
|                            |                                                                                                                                    |   |                                       |        |                   |   |             |        |     
|                            |                                                                                                                                    |   | (In thousands, except per share data)
|                            |                                                                                                                                    |   |                                       |        |                   |   | (Unaudited) |        |      |   |       
|Net income, as reported     |                                                                                                                                    | $ | 11,105                                |        |                   | $ | 18,040      |        |      | $ | 26,909 |        |   | $ | 47,927 |       
|                            | Stock-based compensation included above                                                                                            |   |                                       |       |                   |   |             |       |      |   |        |       |   |   |        |       |  
|                            | Deduct: Total stock-based employee
compensation cost determined under
fair value method for all awards, net
of related tax effects |   |                                       | (1,384 | )                 |   |             | (2,423 | )    |   |        | (3,621 | ) |   |        | (6,545 | )
|                            |                                                                                                                                    |   |                                       |        |                   |   |             |        |      |   |        |        |   |   |        |       
|                            | Pro forma net income                                                                                                               |   | $                                     | 9,721  |                   |   | $           | 15,617 |      |   | $      | 23,288 |   |   | $      | 41,382 |  
|                            |                                                                                                                                    |   |                                       |        |                   |   |             |        |      |   |        |        |   |   |        |       
|Basic earnings per share:   |                                                                                                                                    |   |                                       |        |                   |   |             |        |      |   |        |        |   |   |        |       
|                            | As reported                                                                                                                        |   | $                                     | 0.26   |                   |   | $           | 0.41   |      |   | $      | 0.63   |   |   | $      | 1.10   |  
|                            | Pro forma                                                                                                                          |   | $                                     | 0.23   |                   |   | $           | 0.36   |      |   | $      | 0.55   |   |   | $      | 0.95   |  
|Diluted earnings per share: |                                                                                                                                    |   |                                       |        |                   |   |             |        |      |   |        |        |   |   |        |       
|                            | As reported                                                                                                                        |   | $                                     | 0.25   |                   |   | $           | 0.39   |      |   | $      | 0.60   |   |   | $      | 1.04   |  
|                            | Pro forma                                                                                                                          |   | $                                     | 0.22   |                   |   | $           | 0.34   |      |   | $      | 0.52   |   |   | $      | 0.90   |  

The effects of applying SFAS No. 123 in the above pro forma disclosures
are not necessarily indicative of future amounts. The fair value of each
option, stock appreciation grant, and other common stock based securities was
estimated on the date of grant using the Black-Scholes method with the
following weighted-average assumptions:

|                              |  |                    |      |                   |  |         |      |         |  |   |      |   |  |   |      |  
|----------------------------- |  | ------------------ | ---- | ----------------- |  | ------- | ---- | ------- |  | - | ---- | - |  | - | ---- | -
|                              |  | Three Months Ended |      | Nine Months Ended
|                              |  | March 31,          |      | March 31,        
|                              |  | 2002               |      | 2003              |  | 2002    |      | 2003   
|                              |  |                    |      |                   |  |         |      |        
|Risk-free rate                |  |                    | 5.55 | %                 |  |         | 4.97 | %       |  |   | 5.55 | % |  |   | 5.11 | %
|Expected years
until exercise |  | 7 years            |      | 7 years           |  | 7 years |      | 7 years
|Expected stock
volatility     |  |                    | 98   | %                 |  |         | 35   | %       |  |   | 85   | % |  |   | 62   | %
|Expected
dividends            |  | $                  |     |                   |  | $       |     |         |  | $ |     |   |  | $ |     |  

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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q contains statements that may constitute
forward-looking statements as defined by the U.S. Private Securities
Litigation Reform Act of 1995. Such forward-looking statements can be
identified by the use of forward-looking terminology such as believes,
estimates, anticipates, continues, contemplates, expects, may,
will, could, should or would, or the negatives thereof. Those
statements are based on the intent, belief or expectation of the Company as of
the date of this Quarterly Report. Any such forward-looking statements are not
guarantees of future performance and may involve risks and uncertainties that
are outside the control of the Company. Results may differ materially from the
forward-looking statements contained herein as a result of changes in
governmental regulations, including those governing student financial aid, the
effect of competitive pressures on the Companys tuition pricing, integration
risks associated with acquired campuses and other factors, including those
discussed under the headings entitled Governmental Regulation and Financial
Aid and Risks Related to Our Business in the Companys Annual Report on Form
10-K (File No. 0-25283) and other documents periodically filed with the
Securities and Exchange Commission. The Company expressly disclaims any
obligation to release publicly any updates or revisions to any forward-looking
statement contained herein to reflect any change in the Companys expectations
with regard thereto or any change in events, conditions or circumstances on
which any such statement is based. The following discussion of the Companys
results of operations and financial condition should be read in conjunction
with the interim unaudited condensed financial statements of the Company and
the notes thereto included herein and in conjunction with the information
contained in the Annual Report on Form 10-K.

Critical Accounting Policies and Estimates

Our discussions and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in
the United States. The preparation of these financial statements requires us
to make estimates and judgments that affect the reported amounts on those
financial statements. On an on-going basis, we evaluate our estimates,
including those related to allowance for doubtful accounts, intangible assets,
income taxes, and litigation. We base our estimates on historical experience
and on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under
different conditions or if our assumptions change.

We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our financial
statements:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Revenue Recognition. We maintain a revenue recognition policy.
Revenues consist primarily of tuition and fees derived from courses
taught in our colleges, schools, and training centers. Revenue from
tuition and fees are recognized pro-rata (on a straight-line basis) over
the term of the applicable course or program. If a student withdraws
from a course or program, the paid but unearned portion of the student
tuition is refunded. Textbook sales and other revenues are recognized as
sales occur or services are performed and represent less than 10% of
total revenues. Prepaid tuition is the portion of payments received but
not earned and is reflected as a current liability in the accompanying
condensed consolidated balance sheets as such amount is expected to be
earned within the next year.                                                                                                                                                     
|
| | Students attending the Companys institutions enroll in either (i)
diploma programs, which cover a specific area of training over a discrete
length of time (averaging nine months for such programs) or (ii) courses
leading to an associate, bachelor or masters degree. Costs of programs
or credit hours for courses are clearly identified in the Companys
enrollment agreements. At the start of each students respective program
or course of study leading to a degree, the student executes an
enrollment agreement, which specifies the field of study, the expected
length of study, and the cost of the program or course. The Company
recognizes revenue from tuition and fees on a straight-line basis over
the term, or length of the applicable
course or program of study. Additionally, to insure the delivery of
education has occurred, either attendance is taken or academic events are
conducted at appropriate intervals to insure that the student is

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| |                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | completing his or her respective field of study within the acceptable
time period. If a student withdraws from an institution, the Company
ceases recognition of revenue.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Marketing and Advertising Expense. We maintain an advertising
expense recognition policy. Marketing and advertising costs are expensed
as incurred. We have significant marketing and advertising expenses
consisting primarily of payroll and payroll related expenses,
direct-response and other advertising, promotional materials and other
related marketing costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | Allowance for Doubtful Accounts. We maintain an allowance for
doubtful accounts for estimated losses resulting from the inability,
failure or refusal of our students to make required payments. We offer a
variety of payment plans to help students pay that portion of their
education expense not covered by financial aid programs. These balances
are unsecured and not guaranteed. We believe our reserves are adequate;
however, losses related to unpaid student balances could exceed the
amounts we have reserved for bad debts.                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | Many of our students participate in federally guaranteed student
loan programs. The federally guaranteed student loans are authorized by
the Higher Education Act (HEA) of 1965 and are guaranteed by an agency
of the federal government, not the Company. The guaranteed loans are
neither guaranteed by the Company, nor can the student guaranteed loans
become an obligation of the Company. Accordingly, the Company does not
record an obligation to repay any of the guaranteed loans that are not
repaid by its former students and the Company does not record either a
contingent obligation or an allowance for future obligations as a result
of student defaults of federally guaranteed student loans.                                                                                                                                                                                                                                                                
|
| | The guarantee of student loans is provided by an agency of the
federal government and not the Company. If an institutions former
students default rate on guaranteed loans (Cohort Default Rate) equals or
exceeds 25% for three consecutive years, the institution may lose
participation eligibility in the guaranteed loan program and its students
would be denied access to the guaranteed loan program. The Companys
institutions Cohort Default Rates act as a gatekeeper to the
institutions
eligibility to participate in the federal student
financial aid programs. The Company has no obligation to
repay any of the federally guaranteed loans that its former students
default upon, even if the Cohort Default Rates of its students exceed
permitted levels. Rather, if the Cohort Default Rates at a particular
institution exceed 25% for three years in a row, the institutions
students may lose eligibility to receive federal student financial
assistance.
|
| | Intangible Assets. We have significant intangible assets, including
goodwill. The determination of related estimated useful lives and whether
or not these assets are impaired involves significant judgments. The
Company has adopted Statement of Financial Accounting Standard (SFAS)
No. 142, and is not amortizing goodwill. At the time of the Wyo-Tech and
LTU acquisitions, no values were readily determinable for assignment to
other intangible assets. The Company is conducting studies to determine
the amount that is assignable to other intangible assets, such as
curriculum. Although we believe our intangible assets are fairly stated,
changes in strategy or market conditions could significantly impact these
judgments and require adjustments to asset balances.                                                                                                                                                                                          
|
| | Deferred Taxes.We currently have deferred tax assets, which are
subject to periodic recoverability assessments. Realization of our
deferred tax assets is principally dependent upon achievement of
projected future taxable income offset by deferred tax liabilities. We
evaluate the realizability of our deferred tax assets annually.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | Stock-based Compensation. The Company accounts for stock-based
compensation using the intrinsic value method of APB Opinion No. 25,
Accounting for Stock Issued to Employees, and has adopted the
disclosure-only provisions of SFAS No. 123, Accounting for Stock-Based
Compensation, related to options issued to employees and SFAS No. 148,
Accounting for Stock-based Compensation Transition and Disclosure. No stock-based
employee compensation cost is reflected in net income, as all options,
stock appreciation rights or other common stock based securities granted
had an exercise price equal to the market value of the underlying common
stock on the date of grant.                                                                                                                                                                                                                                                                                                 

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Results of Operations

Comparisons of results of operations between the first nine months of
fiscal 2003 and the first nine months of fiscal 2002 are affected by the
acquisitions of NST and its three campuses on April 1, 2002, Wyo-Tech and its
two campuses on July 1, 2002, and LTU and its two training centers on January
1, 2003, as well as the opening of five branch campuses since the third quarter
of fiscal 2002. At March 31, 2003, the company operated 67 campuses and two
training centers, compared to 57 campuses at March 31, 2002. The following
table summarizes our operating results as a percentage of net revenue for the
periods indicated:

|                                         |                                |                          |       |                    |      |                   |       |      |      |      |       |      |      |   |       |      |      |  
|---------------------------------------- | ------------------------------ | ------------------------ | ----- | ------------------ | ---- | ----------------- | ----- | ---- | ---- | ---- | ----- | ---- | ---- | - | ----- | ---- | ---- | -
|                                         |                                |                          |       | Three Months Ended |      | Nine Months Ended
|                                         |                                |                          |       | March 31,          |      | March 31,        
|                                         |                                |                          |       |                    |      |                  
|                                         |                                |                          |       | 2002               |      | 2003              |       | 2002 |      | 2003
|                                         |                                |                          |       |                    |      |                   |       |      |      |     
|Statement of Operations Data:            |                                |                          |       |                    |      |                   |       |      |      |      |       |      |      |   |       |     
|Net revenues                             |                                |                          | 100.0 | %                  |      |                   | 100.0 | %    |      |      | 100.0 | %    |      |   | 100.0 | %   
|Operating expenses:                      |                                |                          |       |                    |      |                   |       |      |      |      |       |      |      |   |       |     
|                                         | Educational services           |                          |       | 49.7               |      |                   |       | 47.0 |      |      |       | 52.2 |      |   |       | 48.1 |     
|                                         | General and administrative     |                          |       | 9.0                |      |                   |       | 9.7  |      |      |       | 8.6  |      |   |       | 10.0 |     
|                                         | Marketing and advertising      |                          |       | 20.6               |      |                   |       | 21.1 |      |      |       | 21.4 |      |   |       | 20.7 |     
|                                         |                                |                          |       |                    |      |                   |       |      |      |      |       |      |      |   |       |     
|                                         |                                | Total operating expenses |       |                    | 79.3 |                   |       |      | 77.8 |      |       |      | 82.2 |   |       |      | 78.8 |  
|Income from operations                   |                                |                          | 20.7  |                    |      |                   | 22.2  |      |      |      | 17.8  |      |      |   | 21.2  |     
|                                         | Interest (income) expense, net |                          |       | (0.4               | )    |                   |       |     |      |      |       | (0.4 | )    |   |       |     |     
|                                         | Other income                   |                          |       |                   |      |                   |       |     |      |      |       | (0.3 | )    |   |       |     |     
|                                         |                                |                          |       |                    |      |                   |       |      |      |      |       |      |      |   |       |     
|Income before provision for
income taxes |                                |                          | 21.1  |                    |      |                   | 22.2  |      |      |      | 18.5  |      |      |   | 21.2  |     
|                                         | Provision for income taxes     |                          |       | 8.5                |      |                   |       | 8.9  |      |      |       | 7.5  |      |   |       | 8.5  |     
|                                         |                                |                          |       |                    |      |                   |       |      |      |      |       |      |      |   |       |     
|                                         |                                | Net income               |       |                    | 12.6 | %                 |       |      | 13.3 | %    |       |      | 11.0 | % |       |      | 12.7 | %
|                                         |                                |                          |       |                    |      |                   |       |      |      |      |       |      |      |   |       |     

Three Months Ended March 31, 2003 Compared to Three Months Ended March 31, 2002

Net Revenues.Net revenues increased $47.2 million, or 53.4%, from $88.3
million in the third quarter of fiscal 2002 to $135.5 million in the third
quarter of fiscal 2003, due primarily to a 35.6% increase in total student
population, a 20.6% increase in same school population and a 11.3% increase in
the average earning rate per student. At March 31, 2003, student population
was 43,387, compared with 31,991 at March 31, 2002. Revenue in same schools
increased 28.0% for the third quarter of fiscal 2003. The Company defines same
schools as those colleges, schools, and training centers that have been owned
and operated by the Company for four full quarters. Core growth in revenues
increased 31.0% in our fiscal 2003 third quarter ended March 31, 2003. The
Company defines core growth in revenues as the increase in revenues, including
revenues from branches opened during the last four full quarters, but excluding
revenues attributable to colleges, schools, and training centers acquired
within the last four full quarters.

Educational Services.Educational services include direct operating
expenses of the schools consisting primarily of payroll and payroll related
expenses, occupancy and supply expense, and bad debt expense. As a
percentage of net revenues, educational services expense decreased from 49.7%
of revenues in the third quarter of fiscal 2002 to 47.0% of revenues for the
third quarter of fiscal 2003. Educational services expense increased $19.7
million, or 44.9%, from $43.9 million in the third quarter of fiscal 2002 to
$63.6 million in the third quarter of fiscal 2003. The increase was due
primarily to expenses required to support the 35.6% increase in student
population, wage increases for employees, increases in bookstore expenses,
increases in facility rent expense, additional depreciation and other expenses
relating to the five acquired campuses, two acquired training centers and five
new branch campuses opened since March 31, 2002. Bad debt expense for the
third quarter of fiscal 2003 amounted to $5.1 million and decreased to

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3.7% of
revenues, compared to $4.8 million or 5.4% of revenues for the third quarter of
fiscal 2002. During the third quarter, 19 new programs were adopted into
existing schools.

General and Administrative.General and administrative expenses include
corporate costs such as incentive compensation, payroll and payroll related
expenses, and professional fees. As a percentage of net revenues, general and
administrative expenses increased from 9.0% of revenues in the third quarter of
fiscal 2002 to 9.7% of revenues for the third quarter of fiscal 2003. General
and administrative expense increased $5.1 million from $8.0 million in the
third quarter of fiscal 2002 to $13.1 million in the third quarter of fiscal
2003, primarily as a result of additional performance bonuses earned as a
result of the improved operating results, additional headquarters staff
required to support the 53.4% increase in revenues and 35.6% increase in
student population, wage increases for employees, expenses incurred to support
the increase in the number of campuses operated by the Company and increases in
outside services which include accounting, legal and consulting expenses.

Marketing and Advertising.Marketing and advertising expenses consist
primarily of payroll and payroll related expenses, direct-response and other
advertising expenses, promotional materials and other related marketing costs.
As a percentage of net revenues, marketing and advertising expense increased
from 20.6% of revenues in the third quarter of fiscal 2002 to 21.1% of revenues
for the third quarter of fiscal 2003. Marketing and advertising expenses
increased $10.5 million from $18.1 million in the third quarter of fiscal 2002
to $28.6 million in the third quarter of fiscal 2003. The increase was due
primarily to the 29.0% increase in total student starts and 15.3% increase in
same school starts, as well as increased volume of advertising required to
support the five acquired campuses, two acquired training centers and five new
branch campus openings since the third quarter of fiscal 2002.

Income from Operations.As a percentage of net revenues, income from
operations increased from 20.7% of revenues in the third quarter of fiscal 2002
to 22.2% of revenues for the third quarter of fiscal 2003. Income from
operations increased $11.8 million from $18.3 million in the third quarter of
fiscal 2002 to $30.1 million in the third quarter of fiscal 2003.

Interest (Income) Expense, net.Interest income (net of interest expense
of $0.3 million) amounted to less than $0.05 million in the third quarter of
fiscal 2003. In the same period of the prior year, interest income (net of
interest expense of less than $0.05 million) amounted to $0.3 million. The
decrease in net interest income from prior year is primarily due to an increase
in interest expense related to capital lease obligations, a decrease in
investments due to cash used to fund acquisitions and a decline in the interest
rate earned on investments.

Provision for Income Taxes. The effective income tax rate for the third
quarter of fiscal 2003 decreased to 40.2% of income before taxes compared to
40.3% of income before taxes in the third quarter of fiscal 2002.

Net Income. As a percentage of net revenues, net income increased from
12.6% of revenues in the third quarter of fiscal 2002 to 13.3% of revenues for
the third quarter of fiscal 2003. Net income increased $6.9 million from $11.1
million in the third quarter of fiscal 2002 to $18.0 million in the third
quarter of fiscal 2003.

Income per Share. Diluted earnings per common share for the third quarter
of fiscal 2003 increased 56.0% to $0.39 per diluted common share compared to
$0.25 per diluted common share for the third quarter of fiscal 2002.

Nine Months Ended March 31, 2003 Compared to Nine Months Ended March 31, 2002

Net Revenues.Net revenues increased $134.8 million, or 55.3%, from
$243.6 million in the first nine months of fiscal 2002 to $378.4 million in the
first nine months of fiscal 2003. This increase is due primarily to a 35.6%
increase in total student population, a 20.6% increase in same school
population as of March 31, 2003 and an 11.1% increase in the average earning rate
per student for the nine months ended March 31, 2003. The student population
was 43,387 at March 31, 2003, compared with 31,991 at March 31, 2002.

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Educational Services.Educational services include direct operating
expenses of the schools consisting primarily of payroll and payroll related
expenses, occupancy and supplies costs, and bad debt expense. As a percentage
of net revenues, educational services expense decreased from 52.2% of revenues
for the first nine months of fiscal 2002 to 48.1% of revenues for the first
nine months of fiscal 2003. Educational services expense increased $54.8
million, or 43.1%, from $127.1 million in the first nine months of fiscal 2002
to $181.9 million in the first nine months of fiscal 2003 and is due primarily to
the expenses required to support the 35.6% increase in student population, wage
increases for employees, increases in bookstore expenses relating to the
increase in bookstore revenues, increases in facility rent expense, additional
depreciation expense, increases in outside services and other expenses relating
to the five acquired campuses, two acquired training centers and five new
branch campuses opened since March 31, 2002. Bad debt expense for the first
nine months of fiscal 2003 amounted to $15.1 million and decreased to 4.0% of
revenues, compared to $14.1 million or 5.8% of revenues for fiscal 2002. For
the nine months year to date, the Company has adopted 40 new programs into its
existing schools.

General and Administrative.General and administrative expenses include
corporate costs such as incentive compensation, payroll and payroll related
expenses, and professional fees. As a percentage of net revenues, general and
administrative expense increased from 8.6% of revenues for the first nine
months of fiscal 2002 to 10.0% of revenues for the first nine months of fiscal
2003. General and administrative expense increased $16.9 million, from $21.0
million in the first nine months of fiscal 2002 to $37.9 million in the first
nine months of fiscal 2003. This increase is primarily due to additional
performance bonuses earned as a result of the improved operating results,
additional headquarters staff required to support the 55.3% increase in
revenues and the 35.6% increase in student population, increases in outside
services including accounting, legal and consulting expenses, increase in
depreciation and amortization expense and expenses incurred to support the five
acquired campuses, two acquired training centers and five new branch campuses
opened since March 31, 2002.

Marketing and Advertising.Marketing and advertising expenses consist
primarily of payroll and payroll related expenses, direct-response and other
advertising expenses, promotional materials and other related marketing costs.
As a percentage of net revenues, marketing and advertising expense decreased
from 21.4% of revenues for the first nine months of fiscal 2002 to 20.7% of
revenues for the first nine months of fiscal 2003. Marketing and advertising
expense increased $26.1 million, or 50.1%, from $52.1 million in the first nine
months of fiscal 2002 to $78.2 million in the first nine months of fiscal 2003.
The increase was primarily due to the increased volume of advertising required
to support the five acquired campuses, two acquired training centers and five
new branch campuses opened since March 31, 2002, and additional admissions and
marketing staff necessary to support the 33.0% increase in student starts in
the first nine months of fiscal 2003.

Income from Operations.As a percentage of net revenues, income from
operations increased from 17.8% of revenues in the first nine months of fiscal
2002 to 21.2% of revenues for the first nine months of fiscal 2003. Income
from operations increased $36.9 million from $43.4 million in the first nine
months of fiscal 2002 to $80.3 million in the first nine months of fiscal 2003.

Interest (Income) Expense, net.Interest expense (net of interest income
of $0.9 million) amounted to $0.2 million for the first nine months of fiscal
2003. In the same period of the prior year, interest income (net of interest
expense of $0.2 million) amounted to $1.1 million. The change from net
interest income to net interest expense in fiscal 2003 was primarily due to
interest expense related to borrowings of long-term debt incurred in July 2002
to acquire Wyo-Tech, increase in interest expense
related to capital lease obligations, a decrease in investments due to
cash used to fund acquisitions and a decline in the interest rate earned on
investments.

Provision for Income Taxes.The effective income tax rate for the first
nine months of fiscal 2003 decreased to 40.2% of income before taxes compared
to 40.4% of income before taxes in the first nine months of fiscal 2002.

Net Income.As a percentage of net revenues, net income increased from
11.0% of revenues for the first nine months of fiscal 2002 to 12.7% of revenues
for the first nine months of fiscal 2003. Net income increased $21.0 million
from $26.9 million in the first nine months of fiscal 2002 to $47.9 million in
the first nine months of fiscal 2003.

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Income per Share.Diluted earnings per common share for the first nine
months of fiscal 2003 increased 73.3% to $1.04 per diluted common share
compared to $0.60 per diluted common share for the first nine months of fiscal
2002. Diluted earnings per common share for the first nine months of fiscal
2002 includes $0.01 per share from the gain on the sale of real estate in the
second quarter of fiscal 2002.

Seasonality and Other Factors Affecting Quarterly Results

Our revenues normally fluctuate as a result of seasonal variations in our
business. Student population varies as a result of new student enrollments and
student attrition. Historically, our colleges, schools, and training centers
have had lower student populations in the first fiscal quarter than in the
remainder of the year. Our expenses, however, do not vary as significantly as
student population and revenues. We expect quarterly fluctuations in operating
results to continue as a result of seasonal enrollment patterns. Such patterns
may change, however, as a result of acquisitions, new school openings, new
program introductions and increased high school enrollments. The operating
results for any quarter are not necessarily indicative of the results for any
future period.

Liquidity and Capital Resources

In June 2002, the Company entered into a Credit Agreement for $100.0
million with a syndication of seven financial institutions administered by Bank
of America, N.A. that expires in July 2005. The Credit Agreement has been
established to provide available funds for business acquisitions, to fund
general corporate purposes, and to provide for letter of credit issuances of up
to $10.0 million. Borrowings under the agreement bear interest at several
pricing alternatives available to the Company, including LIBOR and adjusted
reference or base rates. The base rate is defined as the higher of the Federal
Funds rate plus 1/2 of 1% or the Bank of America prime rate, plus a margin of
0.25% to 0.75% depending on the Companys consolidated leverage ratio as
defined in the agreement. The agreement contains customary affirmative and
negative covenants including financial covenants requiring the maintenance of
consolidated net worth, fixed charge coverage ratios, leverage ratios, pro
forma adjusted EBITDA, Department of Education financial responsibility
composite score ratio, and limitations on long term student notes receivables.
As of March 31, 2003, the Company was in compliance with all of these
covenants. As of March 31, 2003, there were no borrowings outstanding under
the credit facility and approximately $7.3 million of the facility was used to
support performance bonds and standby letters of credit. The Credit Agreement
is secured by substantially all of the Companys real and personal property
including the stock of its significant operating subsidiaries and guaranteed by
the Companys present and future significant operating subsidiaries.

Working capital amounted to $19.1 million as of March 31, 2003 and $60.1
million as of June 30, 2002 and the current ratios were 1.3:1 and 2.2:1,
respectively. During the first quarter of fiscal 2003, we acquired Wyo-Tech
for approximately $84.4 million and funded the acquisition by using
approximately $41.4 million in cash and borrowing $43.0 million from the credit
facility. All of the acquisition debt was repaid prior to October 31, 2002.
However, from time-to-time we expect to access the credit facility for
borrowings.

Cash flows provided by operating activities amounted to $68.3 million in
the first nine months of fiscal 2003 compared to $52.0 million provided by
operating activities in the same period of fiscal 2002.
The increase in cash provided by operating activities for the first nine
months of fiscal 2003 compared to the first nine months of fiscal 2002 was
primarily due to the increases in earnings, accrued expenses and prepaid
tuition, partially offset by an increase in accounts receivable and decreases
in accounts payable and income tax payable.

Cash flows used in investing activities amounted to $86.2 million in the
first nine months of fiscal 2003 compared to cash used in investing activities
of $61.2 million in the first nine months of fiscal 2002. The increase in cash
used in investing activities was primarily due to the acquisition of Wyo-Tech
for approximately $80.8 million, net of $3.6 million of cash acquired in the
acquisition, and the acquisition of LTU of approximately $3.3 million,
partially offset by the sales of marketable securities of $17.9 million in the
first nine months of fiscal 2003 compared to investments in marketable
securities of $47.4 million for the same period of fiscal 2002. Capital
expenditures increased to approximately $20.5 million in the first nine months
of fiscal 2003 compared to $14.6 million in the same period in fiscal 2002.
Capital expenditures in fiscal 2003 were incurred, primarily, due to
relocations, remodels and enlargements of

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existing campuses, to construct new
branch campuses, as well as to fund information systems expenditures. We
expect capital expenditures to be approximately $30.0 million for fiscal 2003.

Cash flows provided by financing activities for the first nine months of
fiscal 2003 amounted to approximately $13.1 million compared to $3.7 million
for the first nine months of fiscal 2002. The increase in cash provided by
financing activities in the first nine months of fiscal 2003 was due primarily
to increased proceeds of approximately $8.5 million from stock option exercises
and employee stock purchases under the employee stock purchase plan.




Item 3. Quantitative and Qualitative Disclosure about Market Risk

We do not utilize interest rate swaps, forward or option contracts on
foreign currencies or commodities, or other types of derivative financial
instruments. As of March 31, 2003, our only assets or liabilities subject to
risks from interest rate changes are (i) mortgage debt and debt under the
credit facility in the aggregate amount of $1.5 million in addition to capital
lease obligations of $12.8 million, (ii) student notes receivable, net, in the
aggregate amount of $2.3 million, and (iii) marketable investments of $7.8
million. Our mortgage debt and capital lease obligations, student notes
receivable, and the marketable investments are all at fixed interest rates. We
do not believe we are subject to material risks from reasonably possible
near-term changes in market interest rates.




Item 4. Controls and Procedures

Within the 90 days prior to the filing date of this report, the Companys
management, under the supervision and with the participation of its chief
executive officer and chief financial officer, has performed an evaluation of
the effectiveness of the design and operation of the Companys disclosure
controls and procedures. These disclosure controls and procedures are designed
to ensure that the information required to be disclosed by the Company in its
periodic reports filed with the SEC is recorded, processed, summarized and
reported, within the time periods specified by the SECs rules and forms, and
that the information is communicated to the certifying officers on a timely
basis. Based on such evaluation, the Companys chief executive officer and
chief financial officer concluded that the Companys disclosure controls and
procedures are effective. There have been no significant changes in the
Companys internal controls or in other factors that could significantly affect
internal controls subsequent to March 31, 2003.

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PART II - OTHER INFORMATION




Item 1. Legal Proceedings

In the ordinary conduct of our business, we and our colleges are subject
to occasional lawsuits, investigations and claims, including, but not limited
to, claims involving students or graduates and routine employment matters.
Although we cannot predict with certainty the ultimate resolution of lawsuits,
investigations and claims asserted against us, we do not believe that any
currently pending legal proceedings to which we are a party will have a
material adverse effect on our business, results of operations or financial
condition. There have been no material developments in the matters previously
reported since the date of our last Report on Form 10-Q.




Item 2. Changes in Securities and Use of Proceeds

None




Item 3. Defaults Upon Senior Securities

None




Item 4. Submission of Matters to a Vote of Security Holders

None




Item 5. Other Information

On May 5, 2003, the Company announced plans to open a new National School
of Technology (NST) branch campus in Ft. Lauderdale, Florida during the first
quarter of fiscal 2004. NSTs new Ft. Lauderdale branch campus, which will
offer both degree and diploma programs in the allied health field, will be
located at the campus currently occupied by Corinthians Florida Metropolitan
University (FMU) Ft. Lauderdale campus. The FMU Ft. Lauderdale campus will be
relocated to a new 53,000 square foot campus within the greater Ft. Lauderdale
metropolitan area to accommodate expected future growth.

On May 6, 2003, the Company announced plans to open a new FMU branch
campus in the Jacksonville metropolitan area during the third quarter of fiscal
2004. The new FMU Jacksonville campus will offer accredited degree programs in
healthcare, business and criminal justice.




Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

None

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(b) Reports on Form 8-K:



| |                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On April 21, 2003, the Company filed a
Report on Form 8-K, pursuant to Item 9 and Item 12, in
which it incorporated a press release describing its key performance
indicators and disclosed its historical year-over-year percentage
increases in such key performance indicators for the past eight
quarters.
|
| | On April 30, 2003, the Company filed
a Report on Form 8-K, pursuant to Item 9 and Item 12, in
which it incorporated a press release announcing its financial results
for the fiscal 2003 third quarter and nine-month year-to-date period
ended March 31, 2003.                                               

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CORINTHIAN COLLEGES, INC. AND SUBSIDIARIES




SIGNATURES

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

|             |  |                                                                                                                 
|------------ |  | ----------------------------------------------------------------------------------------------------------------
|             |  | CORINTHIAN COLLEGES, INC.                                                                                       
|             |  |                                                                                                                 
|May 14, 2003 |  | /s/ DAVID G. MOORE                                                                                              
|             |  |                                                                                                                 
|             |  | David G. Moore
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)                  
|             |  |                                                                                                                 
|May 14, 2003 |  | /s/ DENNIS N. BEAL                                                                                              
|             |  |                                                                                                                 
|             |  | Dennis N. Beal
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)

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CERTIFICATION

I, David G. Moore, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Corinthian
Colleges, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|             |  |                                                                                               
|------------ |  | ----------------------------------------------------------------------------------------------
|May 14, 2003 |  | /s/ DAVID G. MOORE                                                                            
|             |  |                                                                                               
|             |  | David G. Moore
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)

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CERTIFICATION

I, Dennis N. Beal, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Corinthian
Colleges, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|             |  |                                                                                                                 
|------------ |  | ----------------------------------------------------------------------------------------------------------------
|May 14, 2003 |  | /s/ DENNIS N. BEAL                                                                                              
|             |  |                                                                                                                 
|             |  | Dennis N. Beal
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)

21