##### Table of Contents









UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549


Form 10-Q

|   |  |                                                                                             
|-- |  | --------------------------------------------------------------------------------------------
|þ  |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|  
|   |  | For the quarterly period ended
    September 30, 2003                                       
|  
|or
|  
|o  |  | 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 þ          No o

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Rule 12b-2 of the
Act.)     Yes þ          No o

At November 3, 2003, there were 44,321,253
shares of Common Stock of the Registrant outstanding.



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TABLE OF CONTENTS



|                                |                                                                                               |  |  |  |  |  |  | 
|------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I -- FINANCIAL INFORMATION
|                                | Item 1. 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                     
|EXHIBIT 31.1                   
|EXHIBIT 31.2                   
|EXHIBIT 32.1                   
|EXHIBIT 32.2                   



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##### Table of Contents



CORINTHIAN COLLEGES, INC. AND
SUBSIDIARIES

INDEX TO FORM 10-Q

For the First Quarter Ended September 30,
2003


|                                   |         |                                                                                                                            |                                                                                           |          |   |    | 
|---------------------------------- | ------- | -------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------- | -------- | - | -- | 
|                                   |         |                                                                                                                            |                                                                                           | Page No.
|                                   |         |                                                                                                                            |                                                                                           |         
|PART I  FINANCIAL
    INFORMATION |         |                                                                                                                            |                                                                                           |         
|                                   | Item 1. |                                                                                                                            | Financial Statements                                                                      |          |   |    | 
|                                   |         | Condensed Consolidated Balance Sheets at
    June 30, 2003 and September 30, 2003 (Unaudited)                              |                                                                                           |          | 1 |   
|                                   |         | Condensed Consolidated Statements of Operations
    for the three months ended September 30, 2002 and 2003
    (Unaudited) |                                                                                           |          | 2 |   
|                                   |         | Condensed Consolidated Statements of Cash Flows
    for the three months ended September 30, 2002 and 2003
    (Unaudited) |                                                                                           |          | 3 |   
|                                   |         | Notes to Unaudited Condensed Consolidated
    Financial Statements                                                         |                                                                                           |          | 4 |   
|                                   | Item 2. |                                                                                                                            | Managements Discussion and Analysis of
    Financial Condition and Results of Operations |          |   | 10 | 
|                                   | Item 3. |                                                                                                                            | Quantitative and Qualitative Disclosure About
    Market Risk                             |          |   | 15 | 
|                                   | 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                                                                                        |         



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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,                                                                                                                                                 |        | September 30,
|                                                                |                                                                                                                                                  | 2003                                                                                                                                                     |        | 2003         
|                                                                |                                                                                                                                                  |                                                                                                                                                          |        |              
|                                                                |                                                                                                                                                  |                                                                                                                                                         
|                                                                |                                                                                                                                                  | (In thousands)                                                                                                                                          
|                                                                |                                                                                                                                                  | (Unaudited)                                                                                                                                             
|ASSETS                                                          |                                                                                                                                                  |                                                                                                                                                          |        |               |         |  |        |        
|CURRENT ASSETS:                                                 |                                                                                                                                                  |                                                                                                                                                          |        |               |         |  |        |        
|                                                                | Cash and cash equivalents                                                                                                                        |                                                                                                                                                          | $      | 35,901        |         |  | $      | 21,422  |        
|                                                                | Restricted cash                                                                                                                                  |                                                                                                                                                          |        | 10            |         |  |        | 10      |        
|                                                                | Marketable securities                                                                                                                            |                                                                                                                                                          |        | 3,897         |         |  |        |        |        
|                                                                | Accounts receivable, net of allowance for
    doubtful accounts of $10,362 and $18,985 at June 30, 2003
    and September 30, 2003, respectively |                                                                                                                                                          |        | 36,145        |         |  |        | 46,462  |        
|                                                                | Student notes receivable, net of allowance for
    doubtful accounts of $313 and $380 at June 30, 2003 and
    September 30, 2003, respectively  |                                                                                                                                                          |        | 848           |         |  |        | 882     |        
|                                                                | Deferred income taxes                                                                                                                            |                                                                                                                                                          |        | 10,538        |         |  |        | 15,643  |        
|                                                                | Prepaid expenses and other current assets                                                                                                        |                                                                                                                                                          |        | 21,356        |         |  |        | 20,261  |        
|                                                                |                                                                                                                                                  |                                                                                                                                                          |        |               |         |  |        |        
|                                                                |                                                                                                                                                  | Total current assets                                                                                                                                     |        |               | 108,695 |  |        |         | 104,680 | 
|PROPERTY AND EQUIPMENT, net                                     |                                                                                                                                                  |                                                                                                                                                          | 77,887 |               |         |  | 92,862 |        
|OTHER ASSETS:                                                   |                                                                                                                                                  |                                                                                                                                                          |        |               |         |  |        |        
|                                                                | Goodwill, net                                                                                                                                    |                                                                                                                                                          |        | 102,565       |         |  |        | 211,345 |        
|                                                                | Other intangibles, net                                                                                                                           |                                                                                                                                                          |        | 33,885        |         |  |        | 33,774  |        
|                                                                | Student notes receivable, net of allowance for
    doubtful accounts of $608 and $640 at June 30, 2003 and
    September 30, 2003, respectively  |                                                                                                                                                          |        | 2,001         |         |  |        | 2,216   |        
|                                                                | Deposits and other assets                                                                                                                        |                                                                                                                                                          |        | 4,365         |         |  |        | 5,587   |        
|                                                                |                                                                                                                                                  |                                                                                                                                                          |        |               |         |  |        |        
|                                                                |                                                                                                                                                  | TOTAL ASSETS                                                                                                                                             |        | $             | 329,398 |  |        | $       | 450,464 | 
|                                                                |                                                                                                                                                  |                                                                                                                                                          |        |               |         |  |        |        
|LIABILITIES AND STOCKHOLDERS
    EQUITY                        |                                                                                                                                                  |                                                                                                                                                          |        |               |         |  |        |        
|CURRENT LIABILITIES:                                            |                                                                                                                                                  |                                                                                                                                                          |        |               |         |  |        |        
|                                                                | Accounts payable                                                                                                                                 |                                                                                                                                                          | $      | 12,592        |         |  | $      | 16,492  |        
|                                                                | Accrued compensation and related liabilities                                                                                                     |                                                                                                                                                          |        | 26,182        |         |  |        | 30,087  |        
|                                                                | Accrued expenses                                                                                                                                 |                                                                                                                                                          |        | 6,426         |         |  |        | 8,999   |        
|                                                                | Income taxes payable                                                                                                                             |                                                                                                                                                          |        |              |         |  |        | 1,989   |        
|                                                                | Prepaid tuition                                                                                                                                  |                                                                                                                                                          |        | 21,161        |         |  |        | 43,061  |        
|                                                                | Current portion of capital lease obligations                                                                                                     |                                                                                                                                                          |        | 186           |         |  |        | 1,832   |        
|                                                                | Current portion of long-term debt                                                                                                                |                                                                                                                                                          |        | 110           |         |  |        | 209     |        
|                                                                |                                                                                                                                                  |                                                                                                                                                          |        |               |         |  |        |        
|                                                                |                                                                                                                                                  | Total current liabilities                                                                                                                                |        |               | 66,657  |  |        |         | 102,669 | 
|LONG-TERM CAPITAL LEASE OBLIGATIONS, net of
    current portion |                                                                                                                                                  |                                                                                                                                                          | 12,586 |               |         |  | 12,954 |        
|LONG-TERM DEBT, net of current portion                          |                                                                                                                                                  |                                                                                                                                                          | 1,384  |               |         |  | 51,753 |        
|DEFERRED INCOME TAXES                                           |                                                                                                                                                  |                                                                                                                                                          | 14,185 |               |         |  | 14,185 |        
|OTHER LIABILITIES                                               |                                                                                                                                                  |                                                                                                                                                          | 245    |               |         |  | 3,610  |        
|MINORITY INTEREST                                               |                                                                                                                                                  |                                                                                                                                                          |       |               |         |  | 3,219  |        
|COMMITMENTS AND CONTINGENCIES                                   |                                                                                                                                                  |                                                                                                                                                          |       |               |         |  |       |        
|STOCKHOLDERS EQUITY:                                           |                                                                                                                                                  |                                                                                                                                                          |        |               |         |  |        |        
|                                                                | Common Stock, $0.0001 par value:                                                                                                                 |                                                                                                                                                          |        |               |         |  |        |         |        
|                                                                |                                                                                                                                                  | Common Stock, 80,000 shares authorized and 43,822
    shares and 44,088 issued and outstanding at June 30, 2003
    and September 30, 2003, respectively |        |               | 4       |  |        |         | 4       | 
|                                                                | Additional paid-in capital                                                                                                                       |                                                                                                                                                          |        | 84,373        |         |  |        | 92,745  |        
|                                                                | Retained earnings                                                                                                                                |                                                                                                                                                          |        | 149,964       |         |  |        | 169,342 |        
|                                                                | Accumulated other comprehensive income (loss)                                                                                                    |                                                                                                                                                          |        |              |         |  |        | (17     | )      
|                                                                |                                                                                                                                                  |                                                                                                                                                          |        |               |         |  |        |        
|                                                                |                                                                                                                                                  | TOTAL STOCKHOLDERS EQUITY                                                                                                                               |        |               | 234,341 |  |        |         | 262,074 | 
|                                                                |                                                                                                                                                  |                                                                                                                                                          |        |               |         |  |        |        
|                                                                |                                                                                                                                                  | TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                               |        | $             | 329,398 |  |        | $       | 450,464 | 
|                                                                |                                                                                                                                                  |                                                                                                                                                          |        |               |         |  |        |        

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

1



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##### Table of Contents



CORINTHIAN COLLEGES, INC. AND
SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS

|                                                          |                                             |                           |         |        |        |   |         |        |         | 
|--------------------------------------------------------- | ------------------------------------------- | ------------------------- | ------- | ------ | ------ | - | ------- | ------ | ------- | 
|                                                          |                                             |                          
|                                                          |                                             | Three Months Ended       
|                                                          |                                             | September 30,            
|                                                          |                                             |                          
|                                                          |                                             | 2002                      |         | 2003  
|                                                          |                                             |                           |         |       
|                                                          |                                             |                          
|                                                          |                                             | (In thousands, except per
|                                                          |                                             | share data)              
|                                                          |                                             | (Unaudited)              
|NET REVENUES                                              |                                             | $                         | 115,625 |        |        | $ | 169,163 |       
|OPERATING EXPENSES:                                       |                                             |                           |         |        |        |   |         |       
|                                                          | Educational services                        |                           |         | 57,896 |        |   |         | 84,922 |        
|                                                          | General and administrative                  |                           |         | 10,242 |        |   |         | 14,674 |        
|                                                          | Marketing and advertising                   |                           |         | 24,308 |        |   |         | 36,889 |        
|                                                          |                                             |                           |         |        |        |   |         |       
|                                                          |                                             | Total operating expenses  |         |        | 92,446 |   |         |        | 136,485 | 
|                                                          |                                             |                           |         |        |        |   |         |       
|INCOME FROM OPERATIONS                                    |                                             |                           | 23,179  |        |        |   | 32,678  |       
|                                                          | Interest (income)                           |                           |         | (285   | )      |   |         | (262   | )      
|                                                          | Interest expense                            |                           |         | 486    |        |   |         | 606    |        
|                                                          | Other (income) expense                      |                           |         |       |        |   |         | (16    | )      
|                                                          | Minority interest in (losses) of subsidiary |                           |         |       |        |   |         | (53    | )      
|                                                          |                                             |                           |         |        |        |   |         |       
|INCOME BEFORE PROVISION FOR INCOME TAXES                  |                                             |                           | 22,978  |        |        |   | 32,403  |       
|                                                          | Provision for income taxes                  |                           |         | 9,237  |        |   |         | 13,025 |        
|                                                          |                                             |                           |         |        |        |   |         |       
|NET INCOME                                                |                                             | $                         | 13,741  |        |        | $ | 19,378  |       
|                                                          |                                             |                           |         |        |        |   |         |       
|Income per common share:                                  |                                             |                           |         |        |        |   |         |       
|                                                          | Basic                                       |                           | $       | 0.32   |        |   | $       | 0.44   |        
|                                                          |                                             |                           |         |        |        |   |         |       
|                                                          | Diluted                                     |                           | $       | 0.30   |        |   | $       | 0.41   |        
|                                                          |                                             |                           |         |        |        |   |         |       
|Weighted average number of common shares
    outstanding: |                                             |                           |         |        |        |   |         |       
|                                                          | Basic                                       |                           |         | 43,022 |        |   |         | 43,903 |        
|                                                          |                                             |                           |         |        |        |   |         |       
|                                                          | Diluted                                     |                           |         | 45,624 |        |   |         | 46,757 |        
|                                                          |                                             |                           |         |        |        |   |         |       

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

2



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##### Table of Contents



CORINTHIAN COLLEGES, INC. AND
SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS

|                                                                            |                                                                                                     |                                                                          |                                   |         |         |        |         |         |         |        |  
|--------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------ | --------------------------------- | ------- | ------- | ------ | ------- | ------- | ------- | ------ | -
|                                                                            |                                                                                                     |                                                                         
|                                                                            |                                                                                                     | Three Months Ended                                                      
|                                                                            |                                                                                                     | September 30,                                                           
|                                                                            |                                                                                                     |                                                                         
|                                                                            |                                                                                                     | 2002                                                                     |                                   | 2003   
|                                                                            |                                                                                                     |                                                                          |                                   |        
|                                                                            |                                                                                                     |                                                                         
|                                                                            |                                                                                                     | (In thousands)                                                          
|                                                                            |                                                                                                     | (Unaudited)                                                             
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |                                                                                                     |                                                                          |                                   |         |         |        |         |        
|                                                                            | Net income                                                                                          |                                                                          | $                                 | 13,741  |         |        | $       | 19,378  |        
|                                                                            | Adjustments to reconcile net income to net cash
    provided by operating activities:               |                                                                          |                                   |         |         |        |         |         |        
|                                                                            |                                                                                                     | Depreciation and amortization                                            |                                   |         | 2,624   |        |         |         | 4,370   |       
|                                                                            |                                                                                                     | Deferred income taxes                                                    |                                   |         | 251     |        |         |         |        |       
|                                                                            |                                                                                                     | Minority interest                                                        |                                   |         |        |        |         |         | (53     | )     
|                                                                            |                                                                                                     | Changes in assets and liabilities, net of effects
    from acquisitions: |                                   |         |         |        |         |         |         |       
|                                                                            |                                                                                                     |                                                                          | Accounts receivable               |         |         | (1,560 | )       |         |         | 4,637  |  
|                                                                            |                                                                                                     |                                                                          | Student notes receivable          |         |         | (1,012 | )       |         |         | (247   | )
|                                                                            |                                                                                                     |                                                                          | Prepaid expenses and other assets |         |         | 2,342  |         |         |         | (4,176 | )
|                                                                            |                                                                                                     |                                                                          | Accounts payable                  |         |         | (2,023 | )       |         |         | (1,932 | )
|                                                                            |                                                                                                     |                                                                          | Accrued expenses                  |         |         | 1,265  |         |         |         | 771    |  
|                                                                            |                                                                                                     |                                                                          | Income taxes payable              |         |         | 4,844  |         |         |         | 2,680  |  
|                                                                            |                                                                                                     |                                                                          | Prepaid tuition                   |         |         | 4,967  |         |         |         | 1,639  |  
|                                                                            |                                                                                                     |                                                                          | Other long-term liabilities       |         |         | (23    | )       |         |         | 255    |  
|                                                                            |                                                                                                     |                                                                          |                                   |         |         |        |         |        
|                                                                            |                                                                                                     | Net cash provided by operating activities                                |                                   |         | 25,416  |        |         |         | 27,322  |       
|                                                                            |                                                                                                     |                                                                          |                                   |         |         |        |         |        
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |                                                                                                     |                                                                          |                                   |         |         |        |         |        
|                                                                            | Acquisitions of schools, colleges, and training
    centers, net of cash acquired                   |                                                                          |                                   | (80,788 | )       |        |         | (92,687 | )      
|                                                                            | Capital expenditures, net of disposals                                                              |                                                                          |                                   | (5,431  | )       |        |         | (9,468  | )      
|                                                                            | Sales of marketable securities, net                                                                 |                                                                          |                                   | 16,770  |         |        |         | 3,897   |        
|                                                                            |                                                                                                     |                                                                          |                                   |         |         |        |         |        
|                                                                            |                                                                                                     | Net cash (used in) investing activities                                  |                                   |         | (69,449 | )      |         |         | (98,258 | )     
|                                                                            |                                                                                                     |                                                                          |                                   |         |         |        |         |        
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |                                                                                                     |                                                                          |                                   |         |         |        |         |        
|                                                                            | Proceeds from borrowings                                                                            |                                                                          |                                   | 47,000  |         |        |         | 50,162  |        
|                                                                            | Principal repayments on capital lease obligations
    and long-term debt                            |                                                                          |                                   | (27,461 | )       |        |         | (2,103  | )      
|                                                                            | Proceeds from exercise of stock options and
    Employee Stock Purchase Plan, including tax benefit |                                                                          |                                   | 3,996   |         |        |         | 8,372   |        
|                                                                            |                                                                                                     |                                                                          |                                   |         |         |        |         |        
|                                                                            |                                                                                                     | Net cash provided by financing activities                                |                                   |         | 23,535  |        |         |         | 56,431  |       
|                                                                            |                                                                                                     |                                                                          |                                   |         |         |        |         |        
|EFFECTS OF EXCHANGE RATE CHANGES ON CASH                                    |                                                                                                     |                                                                          |                                  |         |         |        | 26      |        
|                                                                            |                                                                                                     |                                                                          |                                   |         |         |        |         |        
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                   |                                                                                                     |                                                                          | (20,498                           | )       |         |        | (14,479 | )      
|CASH AND CASH EQUIVALENTS, beginning of period                              |                                                                                                     |                                                                          | 40,761                            |         |         |        | 35,901  |        
|                                                                            |                                                                                                     |                                                                          |                                   |         |         |        |         |        
|CASH AND CASH EQUIVALENTS, end of period                                    |                                                                                                     | $                                                                        | 20,263                            |         |         | $      | 21,422  |        
|                                                                            |                                                                                                     |                                                                          |                                   |         |         |        |         |        
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                           |                                                                                                     |                                                                          |                                   |         |         |        |         |        
|                                                                            | Cash paid during the period for:                                                                    |                                                                          |                                   |         |         |        |         |         |        
|                                                                            |                                                                                                     | Income taxes                                                             |                                   | $       | 4,393   |        |         | $       | 6,957   |       
|                                                                            |                                                                                                     |                                                                          |                                   |         |         |        |         |        
|                                                                            |                                                                                                     | Interest expense                                                         |                                   | $       | 364     |        |         | $       | 504     |       
|                                                                            |                                                                                                     |                                                                          |                                   |         |         |        |         |        
|SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
    FINANCING ACTIVITIES: |                                                                                                     |                                                                          |                                   |         |         |        |         |        
|                                                                            | Acquisitions of various schools, colleges, and
    training centers                                 |                                                                          |                                   |         |         |        |         |         |        
|                                                                            |                                                                                                     | Fair value of assets acquired                                            |                                   | $       | 96,425  |        |         | $       | 137,277 |       
|                                                                            |                                                                                                     | Net cash used in acquisitions                                            |                                   |         | (80,788 | )      |         |         | (92,687 | )     
|                                                                            |                                                                                                     |                                                                          |                                   |         |         |        |         |        
|                                                                            |                                                                                                     | Liabilities assumed or incurred                                          |                                   | $       | 15,637  |        |         | $       | 44,590  |       
|                                                                            |                                                                                                     |                                                                          |                                   |         |         |        |         |        

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

3



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##### Table of Contents



CORINTHIAN COLLEGES, INC. AND
SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

September 30, 2003


Note 1  The Company and Basis of
Presentation

At September 30, 2003, Corinthian Colleges,
Inc. (the Company) operated 81 schools and colleges
and two training centers in the for profit, post-secondary
education industry in the United States, and 45 colleges and 15
training centers in seven Canadian provinces. All of the
Companys schools 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 nine
accredited degrees to exclusively online students. Effective
August 1, 2003, the Company acquired all of the outstanding
stock of Career Choices, Inc. (Career Choices).
Career Choices operates ten campuses and offers both degree and
diploma programs. Effective August 6, 2003, the Company
acquired substantially all of the assets of East Coast Aero
Tech., LLC. (ECAT). ECAT operates one campus and
offers programs in aviation maintenance technology. Effective
August 19, 2003, the Company acquired approximately 89% of
the outstanding shares of common stock of CDI Education
Corporation (CDI) and completed the acquisition of
the remaining outstanding shares of common stock as of
October 7, 2003.

The accompanying unaudited condensed consolidated
financial statements have been prepared by the Company pursuant
to the rules and regulations of the Securities and Exchange
Commission and in accordance with accounting principles
generally accepted in the United States. Certain information and
footnote disclosures normally included in annual financial
statements have been omitted or condensed pursuant to such
regulations. The Company believes the disclosures included in
the unaudited condensed consolidated financial statements, when
read in conjunction with the June 30, 2003 consolidated
financial statements of the Company included in the
Companys 2003 Annual Report on Form 10-K/ A and notes
thereto, are adequate to make the information presented not
misleading. In managements opinion, the condensed
consolidated financial statements reflect all adjustments,
consisting solely of normal recurring adjustments, necessary to
summarize fairly the consolidated financial position, results of
operations, and cash flows for such periods. The results of
operations for the quarter ended September 30, 2003 are not
necessarily indicative of the results that may be expected for
the fiscal year ending June 30, 2004.

The condensed consolidated financial statements
as of September 30, 2003 and June 30, 2003 and for the
three months ended September 30, 2003 and 2002 are
consolidated and include the accounts of the Company and its
subsidiaries that it directly or indirectly controls through
majority ownership. All significant intercompany balances and
transactions have been eliminated in consolidation.

The financial position and results of operations
of the Companys Canadian subsidiary are measured using the
local currency as the functional currency. Assets and
liabilities of the Canadian subsidiary are translated to
U.S. dollars using exchange rates in effect at the balance
sheet dates. Income and expense items are translated at monthly
average rates of exchange. The resultant translation adjustments
are included as a component of Shareholders Equity
designated as Accumulated Other Comprehensive Income (Loss).

Certain amounts for the prior years have been
reclassified to conform to fiscal 2004 financial statement
presentation.

Note 2  Stock Options

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

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##### Table of Contents



CORINTHIAN COLLEGES, INC. AND
SUBSIDIARIES


NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

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                                                                                                                        
|                            |             | September 30,                                                                                                                             
|                            |             |                                                                                                                                           
|                            |             | 2002                                                                                                                                       |        | 2003
|                            |             |                                                                                                                                            |        |     
|                            |             |                                                                                                                                           
|                            |             | (In thousands, except                                                                                                                     
|                            |             | per share data)                                                                                                                           
|                            |             |                                                                                                                                           
|                            |             | (Unaudited)                                                                                                                               
|Net income, as reported     |             | $                                                                                                                                          | 13,741 |      |        | $ | 19,378 |     
|                            |             | 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 |        |      | (1,763 | ) |        |      | (2,739 | )
|                            |             |                                                                                                                                            |        |      |        |   |        |     
|                            |             | Pro forma net income                                                                                                                       |        | $    | 11,978 |   |        | $    | 16,639 |  
|                            |             |                                                                                                                                            |        |      |        |   |        |     
|Basic earnings per share:   |             |                                                                                                                                            |        |      |        |   |        |     
|                            | As reported |                                                                                                                                            | $      | 0.32 |        |   | $      | 0.44 |       
|                            | Pro forma   |                                                                                                                                            | $      | 0.28 |        |   | $      | 0.38 |       
|Diluted earnings per share: |             |                                                                                                                                            |        |      |        |   |        |     
|                            | As reported |                                                                                                                                            | $      | 0.30 |        |   | $      | 0.41 |       
|                            | Pro forma   |                                                                                                                                            | $      | 0.26 |        |   | $      | 0.36 |       

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
|                              |  | September 30,     
|                              |  |                   
|                              |  | 2002               |         | 2003
|                              |  |                    |         |     
|Risk-free rate                |  |                    | 5.24    | %    |  |   | 5.17    | %
|Expected years until exercise |  |                    | 7 years |      |  |   | 7 years |  
|Expected stock volatility     |  |                    | 63      | %    |  |   | 41      | %
|Expected dividends            |  | $                  |        |      |  | $ |        |  

Note 3  Marketable
Securities

Marketable investments include primarily 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-

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CORINTHIAN COLLEGES, INC. AND
SUBSIDIARIES


NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

sale are reported in earnings. At
September 30, 2003, there were no material unrealized gains
or losses from available-for-sale securities.

Note 4  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.

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):

|                                  |               |                    |        |       |  |  |        |       | 
|--------------------------------- | ------------- | ------------------ | ------ | ----- |  |  | ------ | ----- | 
|                                  |               |                   
|                                  |               | Three Months Ended
|                                  |               | September 30,     
|                                  |               |                   
|                                  |               | 2002               |        | 2003 
|                                  |               |                    |        |      
|Basic common shares outstanding   |               |                    | 43,022 |       |  |  | 43,903 |      
|Effects of dilutive securities:   |               |                    |        |       |  |  |        |      
|                                  | Stock options |                    |        | 2,602 |  |  |        | 2,854 | 
|                                  |               |                    |        |       |  |  |        |      
|Diluted common shares outstanding |               |                    | 45,624 |       |  |  | 46,757 |      
|                                  |               |                    |        |       |  |  |        |      

Note 5  New Accounting
Pronouncements

In January 2003, the FASB issued the
Interpretation No. 46, Consolidation of Variable Interest
Entities (Interpretation No. 46).
Interpretation No. 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 No. 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
December 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
No. 46 will not have an impact on the Companys
consolidated financial position or results of operations.

In April 2003, the FASB issued SFAS No. 149,
Amendment of Statement 133, Accounting for Derivative
Instruments and Hedging Activities. SFAS No. 149
amends and clarifies financial accounting and reporting for
derivative instruments, including certain derivative instruments
embedded in other contracts and for hedging activities under
SFAS No. 133, Accounting for Derivative Instruments
and Hedging Activities. SFAS No. 149 is effective for
contracts entered into or modified after June 30, 2003
except for contracts which exist in fiscal quarters that began
prior to June 15, 2003 and for hedging relationships
designated after June 30, 2003. For existing contracts for
fiscal quarters that began prior to June 15, 2003, the
provisions of this Statement that relate to Statement 133
Implementation Issues should continue to be applied in
accordance with their respective dates. SFAS No. 149
requires that contracts with comparable characteristics be
accounted for similarly. The adoption of SFAS No. 149 will
not have an adverse material impact on the Companys
consolidated financial position or results of operations.

In May 2003, the FASB issued SFAS No. 150,
Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity. This
Statement establishes standards for classification and
measurement of certain financial instruments with
characteristics of both liabilities and equity. SFAS
No. 150 is effective for financial instruments entered into
or modified after May 31, 2003. The adoption of SFAS

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##### Table of Contents



CORINTHIAN COLLEGES, INC. AND
SUBSIDIARIES


NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

No. 150 will not have an adverse material
impact on the Companys consolidated financial position or
results of operations.

Note 6  Acquisitions

Effective August 1, 2003, the Company
acquired all of the outstanding stock of Career Choices, Inc.
(Career Choices). Career Choices operates ten
campuses in California, Washington, and Oregon, which grant
diplomas and degrees in the applied science, automotive
technology, HVAC technology and allied health fields. The cash
purchase price was approximately $56.4 million, subject to
certain balance sheet adjustments. The Company is currently
conducting studies to determine the amount that is assignable to
other intangible assets, such as curriculum under SFAS
No. 141. The Company purchased Career Choices to expand its
presence and strength in the Pacific Northwest and expects to
benefit from increased marketing power and operational leverage.
The ten schools operate under the Sequoia Institute, Ashmead
College, and Eton Technical Institute trade names. Sequoia
focuses on programs in the growing automotive technology field
that will expand Corinthians presence in the high demand
technology programs. Sequoia also introduces
heating/ventilation/air conditioning (HVAC) training to the
Companys technology programs. The Ashmead and Eton schools
include the popular fields of massage therapy, dental and
medical assisting. The acquisition is a strategic fit to the
Companys allied health program and we expect to gain
outstanding automotive curricula that complements the
Companys WyoTech curricula. The acquisition was accounted
for using the purchase method of accounting and Career
Choices results of operations are included in the
consolidated results of operations of the Company since its
acquisition date.

Effective August 6, 2003, the Company
acquired substantially all of the assets of East Coast Aero
Tech, LLC (ECAT). ECAT operates one campus in
Massachusetts, which offers programs in the aviation maintenance
technology field. The cash purchase price was approximately
$3.0 million, subject to certain balance sheet adjustments.
The Company is currently conducting studies to determine the
amount that is assignable to other intangible assets, such as
curriculum under SFAS No. 141. ECAT marks the
Companys entry into the growing field of aviation
maintenance technology training, providing Corinthian with an
additional platform for growth and enhancement of its technology
programs. It offers accredited programs in airframe and
powerplant, which prepare students to become Federal Aviation
Administration (FAA) certified Aviation Maintenance
Technicians. The acquisition was accounted for using the
purchase method of accounting and ECATs results of
operations are included in the consolidated results of
operations of the Company since its acquisition date.

On August 19, 2003, the Company acquired
approximately 89% of the outstanding shares of common stock of
CDI Education Corporation (CDI) through a tender
offer to acquire all of the outstanding shares of common stock.
By September 3, 2003, the Company had acquired an aggregate
of approximately 9,250,613 common shares of CDI Education
Corporation representing slightly more than 90% of all
outstanding CDI shares for approximately $33.2 million and
the assumption of debt of approximately $10 million. On
October 7, 2003, the Company acquired the remaining
1,020,288 common shares of CDI. CDI is a wholly-owned subsidiary
of Corinthian Colleges, Inc. The cash purchase price was funded
with available cash and borrowings from the Companys
amended credit facility. The Company is currently conducting
studies to determine the amount that is assignable to other
intangible assets, such as curriculum under SFAS No. 141.
On October 27, 2003, with the acquisition of the additional
CMA Careers Inc. college located in Kitchener (Ontario), Canada,
CDI operates 46 post-secondary colleges offering
diploma-granting programs in the allied health, business and
information technology fields. CDIs corporate education
division, which has 15 training centers, serves as both an
outsourced and e-learning provider focused on skills development
specialties such as leadership, innovation and business
analysis. This acquisition expands the Company into the
international arena with a significant presence in the Canadian
post-secondary and corporate education markets, adding new
programs that either extend or enhance the Companys
portfolio. The acquisition was accounted for using

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##### Table of Contents



CORINTHIAN COLLEGES, INC. AND
SUBSIDIARIES


NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

the purchase method of accounting and CDIs
results of operations are included in the consolidated results
of operations of the Company since its acquisition date.

The following table provides unaudited pro forma
financial data for the Company reflecting the completion of the
acquisitions as if they occurred July 1, 2002. 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 reflect an
increase in interest expense related to debt used to fund the
acquisitions.

|                             |  |                           |         |      |  |   |         | 
|---------------------------- |  | ------------------------- | ------- | ---- |  | - | ------- | 
|                             |  |                          
|                             |  | Three Months Ended       
|                             |  | September 30,            
|                             |  |                          
|                             |  | 2002                      |         | 2003
|                             |  |                           |         |     
|                             |  |                          
|                             |  | (In thousands, except per
|                             |  | share data)              
|                             |  |                          
|                             |  | (Unaudited)              
|Net revenue                  |  | $                         | 137,408 |      |  | $ | 181,283 | 
|Net income                   |  |                           | 13,281  |      |  |   | 17,417  | 
|Earnings per share  basic   |  | $                         | 0.31    |      |  | $ | 0.40    | 
|Earnings per share  diluted |  | $                         | 0.29    |      |  | $ | 0.37    | 

Note 7  Comprehensive Income
(Loss)

Comprehensive income (loss) is defined as
the total of net income (loss) and all changes that impact
stockholders equity other than transactions involving
stockholders ownership interests. The following table
details the components of comprehensive income (loss) for
the three month periods ended September 30, 2002 and 2003
(in thousands):

|                                         |  |                    |        |      |  |   |        |  
|---------------------------------------- |  | ------------------ | ------ | ---- |  | - | ------ | -
|                                         |  |                   
|                                         |  | Three Months Ended
|                                         |  | September 30,     
|                                         |  |                   
|                                         |  | 2002               |        | 2003
|                                         |  |                    |        |     
|Net income                               |  | $                  | 13,741 |      |  | $ | 19,378 |  
|Foreign currency translation adjustments |  |                    |       |      |  |   | (17    | )
|                                         |  |                    |        |      |  |   |        |  
|Comprehensive income                     |  | $                  | 13,741 |      |  | $ | 19,361 |  
|                                         |  |                    |        |      |  |   |        |  

Note 8  Commitments and
Contingencies

In the ordinary conduct of the business, the
Company and its colleges are subject to occasional lawsuits,
investigations and claims, including, but not limited to, claims
involving students or graduates and routine employment matters.
Although the Company cannot predict with certainty the ultimate
resolution of lawsuits, investigations and claims asserted
against the Company, the Company does not believe that any
currently pending legal proceedings to which the Company is a
party will have a material adverse effect on the Companys
business, results of operations or financial condition.

One of the legal actions currently pending
against the Company is Aldape, et al. v. Corinthian Schools,
Inc., et al.,originally reported in the Report on
Form 10-K for the fiscal year ended June 30, 2002.
Since the date of that report, the Court has granted the
Companys motion to compel arbitration with respect to the
claims of the nine individual plaintiffs who are former students
of the Companys Bryman campus in Los Angeles, California
(the Individual Plaintiffs). Accordingly, the
Individual Plaintiffs claims will be adjudicated in
binding arbitration. Additionally, plaintiffs attorney has
voluntarily agreed to dismiss all claims by the Trade School
Review Association and the claims by the Individual Plaintiffs
under the California Business and Professions Code for
restitution on behalf of themselves and as private
attorneys general on

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CORINTHIAN COLLEGES, INC. AND
SUBSIDIARIES


NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

behalf of all persons similarly situated. The
Company believes the plaintiffs claims are without merit
and it intends to vigorously defend itself against them.

On or about March 18, 2003, a complaint was
filed (but not served) with the Los Angeles Superior Court
entitled Socorra Estrada v. Corinthian Schools, Inc., et al.Plaintiff is a former student in the Companys Bryman
College Campus in Whittier who enrolled in that campus prior to
its acquisition by the Company from Educorp, Inc.
(Educorp) in October 2000. Plaintiff initially
alleged violation by the Company of the California Education
Code, intentional misrepresentation and concealment. Plaintiff
has since filed and served a First Amended Complaint in which
she has dismissed her causes of action against the Company for
violation of the California Education Code, intentional
misrepresentation and concealment, but has added a cause of
action against the Company seeking injunctive relief under
California Business and Professions Code Section 17200.
Plaintiff has also added Educorp and two individuals affiliated
with Educorp as defendants in the matter. The Company believes
the plaintiffs claims are without merit and it intends to
vigorously defend itself against them.

On or about May 29, 2003, a class action
complaint was filed with the Los Angeles Superior Court entitled
Montoya v. Corinthian Schools, Inc., et al. Plaintiff, a
former instructor with the Companys Bryman College campus
in El Monte, California, alleges that she and other instructors
employed by the Companys Corinthian Schools, Inc.
subsidiary in the State of California for the previous four
years were improperly classified as exempt from
Californias overtime compensation laws. Plaintiff states
causes of action under California wage orders, Californias
Labor Code, and Californias Business and Professions Code.
Plaintiff seeks certification as a class, monetary damages in
unspecified amounts, penalties, interest, attorneys fees,
exemplary damages, and injunctive relief. The Company believes
its classification of employees for overtime purposes has been
consistent with applicable law and that the plaintiffs
claims are without merit. The Company intends to vigorously
defend itself in this matter.

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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/A (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/ A.

Critical Accounting Policies and
Estimates

Our discussion and analysis of our financial
condition and results of operations are based upon our condensed
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, but not limited to,
those related to our allowance for doubtful accounts, intangible
assets, deferred income taxes, and litigation. We base our
estimates on historical experience and on various other
assumptions that we believe 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 consolidated 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 relevant period attended by the student 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 this amount is expected to be earned within the next
    twelve months.
|
| | Students attending our 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. We recognize revenue from
    tuition and fees pro-rata over the relevant period attended by
    the student of the applicable course or program of study. If a
    student withdraws from an institution, we cease the               

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | recognition of revenue and the paid but unearned
    portion of the student tuition is refunded. Additionally, to
    ensure the delivery of education has occurred, either attendance
    is taken or academic events are conducted at appropriate
    intervals to ensure that the student is completing his or her
    respective field of study within the acceptable time period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | Marketing and Advertising
    Expense.We maintain an advertising
    expense recognition policy. Marketing and advertising costs are
    generally 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 determine the adequacy of this allowance by
    regularly reviewing the accounts receivable aging and applying
    various expected loss percentages to certain student accounts
    receivable categories based upon historical bad debt experience.
    We generally write-off accounts receivable balances deemed
    uncollectible as they are sent to collection agencies. 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 in the United States
    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 us. The guaranteed loans
    are neither guaranteed by us, nor can the student guaranteed
    loans become an obligation of ours. Accordingly, we do not
    record an obligation to repay any of the guaranteed loans that
    are not repaid by our former students and we do 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 these student loans is provided
    by an agency of the federal government, not by us. 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. Our
    institutions Cohort Default Rates act as a gatekeeper to
    the institutions eligibility to participate in the federal
    student financial aid programs. We have no obligation to repay
    any of the federally guaranteed loans that our former students
    default upon, even if the Cohort Default Rates of our students
    exceed permitted levels. Rather, if the Cohort Default Rates at
    a particular institution exceed 25% for three consecutive years,
    the institutions students may lose eligibility to receive
    federal student financial aid.
|
| | 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. We
    have adopted Statement of Financial Accounting Standard
    (SFAS) No. 142, Goodwill and Other
    Intangible Assets and do not amortize goodwill. We assign
    values to other intangible assets, such as curriculum, trade
    names and accreditation. Although we believe our intangible
    assets are fairly stated, changes in strategy or market
    conditions could significantly impact the reported values of
    intangible assets which could result in future reductions to
    earnings and require adjustments to asset balances.                                                                                                                                                                                                                                      
|
| | Deferred Income Taxes.We currently have deferred income tax
    assets, which are subject to periodic recoverability
    assessments. Realization of our deferred income tax assets is
    principally dependent upon achievement of projected future
    taxable income offset by deferred income tax liabilities. We
    evaluate the realizability of our deferred tax assets annually.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | Stock-based
    Compensation.We account for
    stock-based compensation using the intrinsic value method of APB
    Opinion No. 25, Accounting for Stock Issued to
    Employees, and have 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. All
    options,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | stock appreciation rights or other common stock
    based securities granted are accounted for under fixed
    accounting and have an exercise price equal to the market value
    of the underlying common stock on the date of grant.                                                                                                                                                                                                                                                                                                                                                                  
|
| | Foreign Currency Translation.The financial position and results of
    operations of the Companys Canadian subsidiary are
    measured using the local currency as the functional currency.
    Assets and liabilities of the Canadian subsidiary are translated
    to U.S. dollars using exchange rates in effect at the
    balance sheet dates. Income and expense items are translated at
    monthly average rates of exchange. The resultant translation
    adjustments are included as a component of Shareholders
    Equity designated as Accumulated Other Comprehensive Income
    (Loss).

Results of Operations

Comparisons of results of operations between the
first three months of fiscal 2004 and the first three months of
fiscal 2003 are affected by the acquisitions of Learning Tree
University (LTU) and its two training centers on
January 1, 2003, Career Choices, Inc. (Career
Choices) and its ten campuses on August 1, 2003, East
Coast Aero Tech (ECAT) and its campus on
August 6, 2003, and CDI Education, Inc. (CDI)
and its 45 colleges and 15 training centers on
August 19, 2003, as well as the opening of six branch
campuses since the first quarter of fiscal 2003. At
September 30, 2003, the Company operated 126 campuses
and 17 training centers, compared to 64 campuses at
September 30, 2002. The following table summarizes our
operating results as a percentage of net revenue for the periods
indicated:

|                                          |                                             |                          |       |      |      |   |       |      |      |  
|----------------------------------------- | ------------------------------------------- | ------------------------ | ----- | ---- | ---- | - | ----- | ---- | ---- | -
|                                          |                                             |                         
|                                          |                                             | Three Months            
|                                          |                                             | Ended                   
|                                          |                                             | September 30,           
|                                          |                                             |                         
|                                          |                                             | 2002                     |       | 2003
|                                          |                                             |                          |       |     
|Statement of Operations Data (Unaudited): |                                             |                          |       |      |      |   |       |     
|Net revenues                              |                                             |                          | 100.0 | %    |      |   | 100.0 | %   
|                                          |                                             |                          |       |      |      |   |       |     
|Operating expenses:                       |                                             |                          |       |      |      |   |       |     
|                                          | Educational services                        |                          |       | 50.1 |      |   |       | 50.2 |     
|                                          | General and administrative                  |                          |       | 8.9  |      |   |       | 8.7  |     
|                                          | Marketing and advertising                   |                          |       | 21.0 |      |   |       | 21.8 |     
|                                          |                                             |                          |       |      |      |   |       |     
|                                          |                                             | Total operating expenses |       |      | 80.0 |   |       |      | 80.7 |  
|Income from operations                    |                                             |                          | 20.0  |      |      |   | 19.3  |     
|                                          | Interest (income)                           |                          |       | (0.3 | )    |   |       | (0.2 | )   
|                                          | Interest expense                            |                          |       | 0.4  |      |   |       | 0.3  |     
|                                          | Other (income) expense                      |                          |       |     |      |   |       |     |     
|                                          | Minority interest in (losses) of subsidiary |                          |       |     |      |   |       |     |     
|                                          |                                             |                          |       |      |      |   |       |     
|Income before provision for income taxes  |                                             |                          | 19.9  |      |      |   | 19.2  |     
|                                          | Provision for income taxes                  |                          |       | 8.0  |      |   |       | 7.7  |     
|                                          |                                             |                          |       |      |      |   |       |     
|                                          |                                             | Net income               |       |      | 11.9 | % |       |      | 11.5 | %
|                                          |                                             |                          |       |      |      |   |       |     

Three Months Ended September 30, 2003
Compared to Three Months Ended September 30, 2002

Net Revenues.Net
revenues increased $53.6 million, or 46.3%, from
$115.6 million in the first quarter of fiscal 2003 to
$169.2 million in the first quarter of fiscal 2004, due
primarily to a 46.0% increase in total student population, a
16.0% increase in same school population and a 6.2% increase in
the average earning rate per student. At September 30,
2003, student population was 57,580, compared with 39,437 at
September 30, 2002. Revenue in same schools increased 26.2%
for the first quarter of fiscal 2004. 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 29.7% in our first
quarter of fiscal 2004 ended

12



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September 30, 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. Same school student starts increased 14.9% as of
September 30, 2003 when compared to first quarter of fiscal
2003. Net revenues also increased as a result of opening six
branch campuses and acquiring 56 campuses and
17 training centers since September 30, 2002.


Educational Services.Educational services include direct
operating expenses of the schools consisting primarily of
payroll and payroll related expenses, occupancy and supplies
expenses, and bad debt expense. As a percentage of net revenues,
educational services expense increased from 50.1% of revenues in
the first quarter of fiscal 2003 to 50.2% of revenues for the
first quarter of fiscal 2004. Educational services expense
increased $27.0 million, or 46.7%, from $57.9 million
in the first quarter of fiscal 2003 to $84.9 million in the
first quarter of fiscal 2004. The increase was due primarily to
expenses required to support the 46.0% 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 56 acquired
campuses, 17 acquired training centers and six new branch
campuses opened since September 30, 2002. Bad debt expense
for the first quarter of fiscal 2004 amounted to
$6.3 million and decreased to 3.7% of revenues, compared to
$4.8 million or 4.2% of revenues for the first quarter of
fiscal 2003. Additionally, during the first quarter, 16 new
programs were adopted into existing schools.

General and Administrative.General and administrative expenses
include performance bonuses and corporate payroll related
expenses, headquarters office occupancy expenses, professional
fees and other support related expenses. As a percentage of net
revenues, general and administrative expense decreased from 8.9%
of revenues in the first quarter of fiscal 2003 to 8.7% of
revenues for the first quarter of fiscal 2004. General and
administrative expense increased $4.5 million, or 43.3%,
from $10.2 million in the first quarter of fiscal 2003 to
$14.7 million in the first quarter of fiscal 2004,
primarily as a result of additional performance bonuses earned
as a result of the improved operating results, additional
headquarters staff required to support the 46.3% increase in
revenues and 46.0% 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
21.0% of revenues in the first quarter of fiscal 2003 to 21.8%
of revenues for the first quarter of fiscal 2004. Marketing and
advertising expenses increased $12.6 million, or 51.8%,
from $24.3 million in the first quarter of fiscal 2003 to
$36.9 million in the first quarter of fiscal 2004. The
increase resulted in a 47.9% increase in total student starts
and 14.9% increase in same school starts, and the increase was
also due to increased volume of advertising required to support
the 56 acquired campuses, 17 acquired training centers
and six new branch campus openings since September 30, 2002
and increased marketing and advertising efforts to campaign our
exclusively online programs.

Income from Operations.Income from operations increased 41.0%
from $23.2 million in the first quarter of fiscal 2003 to
$32.7 million in the first quarter of fiscal 2004. As a
percentage of net revenues, income from operations decreased
slightly from 20.0% of revenues in the first quarter of fiscal
2003 to 19.3% of revenues for the first quarter of fiscal 2004.
This slight decrease relates to the lower operating margins at
our most recent acquisitions, Career Choices, CDI and ECAT.

Interest (Income) Expense, net.Interest expense (net of interest
income of $0.3 million) amounted to $0.3 million in
the first quarter of fiscal 2004. In the same period of the
prior year, interest expense (net of interest income of
$0.3 million) amounted to $0.2 million. The increase
in net interest expense from the prior year is primarily due to
an increase in interest expense related to capital lease
obligations and debt incurred to acquire Career Choices, ECAT
and CDI in August 2003, and a decrease in investments due to
cash used to fund acquisitions and a decline in the interest
rate earned on investments.

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Minority Interest.The minority interest in losses of subsidiary of $53,000
represents the minority shareholders share of the loss of
our recently acquired Canadian subsidiary, CDI.

Provision for Income
Taxes.The effective income tax rate
was 40.2% of income before taxes in both the first quarter of
fiscal 2004 and the first quarter of fiscal 2003.

Net Income.Net
income increased $5.6 million from $13.7 million in
the first quarter of fiscal 2003 to $19.3 million in the
first quarter of fiscal 2004. As a percentage of net revenues,
net income decreased from 11.9% of revenues in the first quarter
of fiscal 2003 to 11.5% of revenues for the first quarter of
fiscal 2004.

Income per Share.Diluted earnings per common share for the first quarter of
fiscal 2004 increased 36.7% to $0.41 per diluted common share
compared to $0.30 per diluted common share for the first quarter
of fiscal 2003.

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

On August 15, 2003, we amended our credit
facility, and increased it to $235 million, of which
$185 million is a domestic facility and $50 million is
a Canadian facility. The Amended Credit Agreement expires in
2006. The Amended Credit Agreement has been established to
provide available funds for acquisitions, to fund general
corporate purposes, and to provide for letter of credit
issuances of up to $25 million for domestic letters of
credit and $10 million for Canadian letters of credit.
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% to 0.25%
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, DOE financial
responsibility composite score ratio, and limitations on long
term student notes receivables. As of September 30, 2003,
we were in compliance with all of the covenants. As of
September 30, 2003, there were borrowings outstanding of
$50.0 million under the credit facility and approximately
$5.0 million of the credit facility was used to support
performance bonds and standby letters of credit. The Amended
Credit Agreement is secured by the stock of our significant
operating subsidiaries and it is guaranteed by our present and
future significant operating subsidiaries.

Working capital amounted to $2.0 million as
of September 30, 2003 and $42.0 million as of
June 30, 2003 and the current ratios were 1.0:1 and 1.6:1,
respectively. During the first quarter of fiscal 2004, we
completed the acquisitions of East Coast Aero Tech, Career
Choices, and CDI. The combined purchase price of the three
acquisitions was approximately $92.6 million, net of cash
acquired, and was funded with cash on hand and borrowings from
the credit facility. 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.

Cash flows provided by operating activities
amounted to $27.3 million in the first three months of
fiscal 2004 compared to $25.4 million provided by operating
activities in the same period of fiscal 2003. The increase in
cash provided by operating activities for the first three months
of fiscal 2004 compared to the first three

14



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##### Table of Contents



months of fiscal 2003 was primarily due to the
increases in earnings, depreciation and amortization and
partially offset by a change in assets and liabilities.


Cash flows used in investing activities amounted
to $98.3 million in the first three months of fiscal 2004
compared to cash flows used in investing activities of
$69.4 million in the first three months of fiscal 2003. The
increase in cash used in investing activities was primarily due
to the acquisition of ECAT for approximately $3.0 million,
the acquisition of Career Choices for approximately
$56.4 million, net of cash acquired in the acquisition, and
the acquisition of CDI for approximately $33.2 million, net
of cash acquired in the acquisition, partially offset by the
sales of marketable securities of $3.9 million in the first
three months of fiscal 2004 compared to sales of marketable
securities of $16.8 million for the same period of fiscal
2003. Capital expenditures increased to approximately
$9.5 million in the first three months of fiscal 2004
compared to $5.4 million in the same period in fiscal 2003.
Capital expenditures in fiscal 2004 were incurred, primarily,
for relocations, remodels and enlargements of existing campuses,
to construct new branch campuses, as well as to fund information
systems expenditures. We expect capital expenditures to be
approximately $60.0 million for fiscal 2004.

Cash flows provided by financing activities for
the first three months of fiscal 2004 amounted to approximately
$56.4 million compared to $23.5 million for the first
three months of fiscal 2003. The increase in cash provided by
financing activities in the first three months of fiscal 2004
was due primarily to a decrease in principal payments on
long-term debt and capital lease obligations of approximately
$25.4 million and increased proceeds of approximately
$4.4 million from stock option exercises, net of tax
benefit, and employee stock purchases under the employee stock
purchase plan.

Off-Balance Sheet Arrangements

As of September 30, 2003, future minimum
cash payments due under contractual obligations, including our
credit agreement, non-cancelable operating and capital lease
agreements and other long-term arrangements, are as follows (in
thousands):

|                            |  |                        |         |           |  |           |         |         |  |   |        |  |  |   |         | 
|--------------------------- |  | ---------------------- | ------- | --------- |  | --------- | ------- | ------- |  | - | ------ |  |  | - | ------- | 
|                            |  |                       
|                            |  | Payments Due by Period
|                            |  |                       
|                            |  |                        |         | More     
|                            |  |                        |         | Than     
|Contractual Obligations     |  | Total                  |         | 0-3 Years |  | 4-5 Years |         | 5 Years
|                            |  |                        |         |           |  |           |         |        
|Long Term Debt              |  | $                      | 51,080  |           |  | $         | 51,080  |         |  | $ |       |  |  | $ |        | 
|Capital Lease Obligations   |  |                        | 29,677  |           |  |           | 4,729   |         |  |   | 3,146  |  |  |   | 21,802  | 
|Operating Lease Obligations |  |                        | 276,891 |           |  |           | 112,759 |         |  |   | 72,863 |  |  |   | 91,269  | 
|Other Long-Term Obligations |  |                        | 2,094   |           |  |           | 848     |         |  |   | 1,246  |  |  |   |        | 
|                            |  |                        |         |           |  |           |         |         |  |   |        |  |  |   |         | 
|Total                       |  | $                      | 359,742 |           |  | $         | 169,416 |         |  | $ | 77,255 |  |  | $ | 113,071 | 
|                            |  |                        |         |           |  |           |         |         |  |   |        |  |  |   |         | 

The United States Department of Education
requires that Title IV Program funds collected in advance
of student billings be kept in a separate cash or cash
equivalent account until the students are billed for the program
portion related to those funds. In addition, all Title IV
Program funds received by our schools through electronic funds
transfer are subject to certain holding period restrictions.
These funds are also deposited into a separate account until the
restrictions are satisfied. As of September 30, 2003, we
held nominal amounts of such funds in separate accounts. The
restrictions on any cash held have not significantly affected
our ability to fund daily operations.






|        |                                                              
|------- | -------------------------------------------------------------
|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
September 30, 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
$52.0 million in addition to capital lease obligations of
$14.8 million and (ii) student notes receivable, net,
in the aggregate amount of $3.1 million. Our mortgage debt
and capital lease obligations and student notes receivable 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. A portion of the Companys operations

15



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##### Table of Contents



consists of its investment in a foreign
subsidiary. As a result, the consolidated financial results have
been and could continue to be affected by changes in foreign
currency exchange rates.







|        |                        
|------- | -----------------------
|Item 4. | Controls and Procedures

The Company maintains certain disclosure controls
and procedures 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
Companys management, including its Chief Executive Officer
and Chief Financial Officer, on a timely basis to permit
decisions regarding required disclosure. In designing and
evaluating the disclosure controls and procedures, the
Companys management recognizes that any controls and
procedures, no matter how well designed and implemented, can
provide only reasonable assurance of achieving the desired
control objectives, and managements duties require it to
make its best judgment regarding the design of such controls and
procedures.

The Company and its management, including the
Chief Executive Officer and Chief Financial Officer, evaluate
the effectiveness of the design and implementation of the
Companys disclosure controls and procedures on an ongoing
basis. Based on these evaluations, the Companys Chief
Executive Officer and Chief Financial Officer have concluded
that the Companys disclosure controls and procedures were
effective as of September 30, 2003.

There has been no change in the Companys
internal controls over financial reporting during the
Companys most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the
Companys internal control over financial reporting.

16



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##### Table of Contents






PART II  OTHER
INFORMATION






|        |                  
|------- | -----------------
|Item 1. | Legal Proceedings

See Note 8 to the attached Financial
Statements regarding Commitments and Contingencies.






|        |                                              
|------- | ---------------------------------------------
|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 October 7, 2003, the Company announced
that the remaining 1,020,288 outstanding common shares of CDI
Education Corporation (CDI) had been acquired by
Corinthian Canada Acquisition Inc., a wholly owned subsidiary of
the Company pursuant to the compulsory acquisition provisions of
the Business Corporations Act (Ontario) and as of
October 7, 2003, CDI was a wholly owned subsidiary of
Corinthian Canada Acquisition, Inc.

On October 17, 2003, the Company announced
plans to open a new Everest Institute branch campus in Ft.
Worth, Texas during the first quarter of fiscal 2005. The new
Everest Institute will offer accredited associate of applied
science degrees in medical assisting, business administration
and criminal justice.

On October 27, 2003, the Company announced
that CDI Education Corporation (CDI), a wholly owned
subsidiary of the Company, has received provincial governmental
approval to acquire a former CMA Careers Inc. college located in
Kitchener (Ontario), Canada.

On October 28, 2003, the Company announced
plans to open a new Bryman Institute branch campus in Chelsea,
Massachusetts, a new Las Vegas College branch campus in
Henderson, Nevada, and a new Parks College branch campus in
McLean, Virginia. The Chelsea campus will offer diploma programs
in medical assisting, massage therapy and pharmacy technology.
The Henderson and the McLean campuses will offer degree programs
in medical assisting, business administration and criminal
justice.






|        |                                     
|------- | ------------------------------------
|Item 6. | Exhibits and Reports on
    Form 8-K

(a) Exhibits:



|             |                                                                                                                               
|------------ | ------------------------------------------------------------------------------------------------------------------------------
|Exhibit 31.1 | Chief Executive Officer Certification pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002                           
|            
|Exhibit 31.2 | Chief Financial Officer Certification pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002                           
|            
|Exhibit 32.1 | Certification Pursuant to 18 U.S.C.
    Section 1350, as Adopted Pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002
|            
|Exhibit 32.2 | Certification Pursuant to 18 U.S.C.
    Section 1350, as Adopted Pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002

17



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##### Table of Contents



(b) Reports on Form 8-K:

On July 3, 2003, the Company filed a Report
on Form 8-K in which it disclosed that the Company had
signed agreements with CDI Education Corporation
(CDI) and its majority stockholders to acquire all
of CDIs outstanding shares by means of a tender offer in
Canada.

On July 23, 2003, the Company filed a Report
on Form 8-K as required by Item 12 Disclosure of
Results of Operations and Financial Condition of such
form, in which it disclosed the Companys student
population and new student starts for the fiscal year ended
June 30, 2003.

On August 14, 2003, the Company filed a
Report on Form 8-K in which it disclosed that it had
completed the previously announced acquisitions of (i) all
the outstanding capital stock of Career Choices, Inc., and
(ii) substantially all of the assets of East Coast Aero
Tech LLC.

On August 27, 2003, the Company filed a
Report on Form 8-K, as required by Item 12
Disclosure of Results of Operations and Financial
Condition of such form, in which it announced that the
Company had issued a press release announcing financial results
for its fiscal year and fourth quarter ended June 30, 2003.

On August 27, 2003, the Company filed a
Report on Form 8-K in which it disclosed that (i) the
Companys wholly-owned subsidiary, Corinthian Canada
Acquisition, Inc., had acquired approximately 89% of the common
shares of CDI under its previously announced tender offer, and
(ii) the Company had amended and increased its credit
facility from $100 million to $235 million.

18



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##### Table of Contents



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.

November 14, 2003

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

November 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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EXHIBIT INDEX

|        |             |    |  |                                                                                                                               
|------- | ----------- | -- |  | ------------------------------------------------------------------------------------------------------------------------------
|Exhibit |             |   
|No.     |             |   
|        |             |   
|        | Exhibit  31 | .1 |  | Chief Executive Officer Certification pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002                           
|        | Exhibit  31 | .2 |  | Chief Financial Officer Certification pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002                           
|        | Exhibit  32 | .1 |  | Certification Pursuant to 18 U.S.C.
    Section 1350, as Adopted Pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002
|        | Exhibit  32 | .2 |  | Certification Pursuant to 18 U.S.C.
    Section 1350, as Adopted Pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002

20