##### 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, 2002                                           
|  
|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 |  | 92707     
|                                                           
|(Address of principal executive
    offices)                |  | (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

At November 4, 2002, there were 43,375,040
shares of Common Stock of the Registrant outstanding.



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TABLE OF CONTENTS



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



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##### Table of Contents



CORINTHIAN COLLEGES, INC.

INDEX TO FORM 10-Q

For the First Quarter Ended September 30,
2002


|                                         |  |         |    |                                                                                                                            |  |          |    | 
|---------------------------------------- |  | ------- | -- | -------------------------------------------------------------------------------------------------------------------------- |  | -------- | -- | 
|                                         |  |         |    |                                                                                                                            |  | Page No.
|                                         |  |         |    |                                                                                                                            |  |         
|PART I  FINANCIAL
    INFORMATION       |  |         |    |                                                                                                                           
|                                         |  | Item 1. |    | Financial Statements                                                                                                       |  |          |    | 
|                                         |  |         |    | Condensed Consolidated Balance Sheets (Unaudited)
    at June 30, 2002 and September 30, 2002                              |  |          | 1  | 
|                                         |  |         |    | Condensed Consolidated Statements of Operations
    (Unaudited) for the three months ended September 30, 2001
    and 2002 |  |          | 2  | 
|                                         |  |         |    | Condensed Consolidated Statements of Cash Flows
    (Unaudited) for the three months ended September 30, 2001
    and 2002 |  |          | 3  | 
|                                         |  |         |    | Notes to Unaudited Condensed Consolidated
    Financial Statements                                                         |  |          | 4  | 
|                                         |  | Item 2. |    | Managements Discussion and Analysis of
    Financial Condition and Results of Operations                                  |  |          | 7  | 
|                                         |  | Item 3. |    | Quantitative and Qualitative Disclosure about
    Market Risk                                                              |  |          | 10 | 
|                                         |  | Item 4. |    | Controls and Procedures                                                                                                    |  |          | 10 | 
|PART II  OTHER
    INFORMATION          |  |         |    |                                                                                                                           
|                                         |  | Item 1. |    | Legal Proceedings                                                                                                          |  |          | 12 | 
|                                         |  | Item 2. |    | Changes in Securities and Use of Proceeds                                                                                  |  |          | 12 | 
|                                         |  | Item 3. |    | Defaults Upon Senior Securities                                                                                            |  |          | 12 | 
|                                         |  | Item 4. |    | Submission of Matters to a Vote of Security
    Holders                                                                    |  |          | 12 | 
|                                         |  | Item 5. |    | Other Information                                                                                                          |  |          | 12 | 
|                                         |  | Item 6. |    | Exhibits and Reports on Form 8-K                                                                                           |  |          | 12 | 
|SIGNATURES                               |  |         | 13 |                                                                                                                           
|CERTIFICATION OF CHIEF EXECUTIVE OFFICER |  |         | 14 |                                                                                                                           
|CERTIFICATION OF CHIEF FINANCIAL OFFICER |  |         | 15 |                                                                                                                           



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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,
|                                                               |                                                                                                                                                 | 2002                                                                                                                                                         |        | 2002         
|                                                               |                                                                                                                                                 |                                                                                                                                                              |        |              
|                                                               |                                                                                                                                                 |                                                                                                                                                             
|                                                               |                                                                                                                                                 | (In thousands)                                                                                                                                              
|                                                               |                                                                                                                                                 |                                                                                                                                                             
|                                                               |                                                                                                                                                 | (Unaudited)                                                                                                                                                 
|ASSETS                                                        
|CURRENT ASSETS:                                                |                                                                                                                                                 |                                                                                                                                                              |        |               |         |  |        |        
|                                                               | Cash and cash equivalents                                                                                                                       |                                                                                                                                                              | $      | 40,761        |         |  | $      | 20,263  |        
|                                                               | Restricted cash                                                                                                                                 |                                                                                                                                                              |        | 267           |         |  |        | 267     |        
|                                                               | Marketable securities                                                                                                                           |                                                                                                                                                              |        | 25,706        |         |  |        | 8,936   |        
|                                                               | Accounts receivable, net of allowance for
    doubtful accounts of $7,297 and $9,775 at June 30, 2002 and
    September 30, 2002, respectively  |                                                                                                                                                              |        | 24,043        |         |  |        | 26,096  |        
|                                                               | Student notes receivable, net of allowance for
    doubtful accounts of $320 and $132 at June 30, 2002 and
    September 30, 2002, respectively |                                                                                                                                                              |        | 726           |         |  |        | 1,068   |        
|                                                               | Deferred income taxes                                                                                                                           |                                                                                                                                                              |        | 6,142         |         |  |        | 6,780   |        
|                                                               | Prepaid expenses and other current assets                                                                                                       |                                                                                                                                                              |        | 11,482        |         |  |        | 9,887   |        
|                                                               |                                                                                                                                                 |                                                                                                                                                              |        |               |         |  |        |        
|                                                               |                                                                                                                                                 | Total current assets                                                                                                                                         |        |               | 109,127 |  |        |         | 73,297  | 
|PROPERTY AND EQUIPMENT, net                                    |                                                                                                                                                 |                                                                                                                                                              | 36,956 |               |         |  | 54,204 |        
|OTHER ASSETS:                                                  |                                                                                                                                                 |                                                                                                                                                              |        |               |         |  |        |        
|                                                               | Goodwill, net                                                                                                                                   |                                                                                                                                                              |        | 45,340        |         |  |        | 124,962 |        
|                                                               | Other intangibles, net                                                                                                                          |                                                                                                                                                              |        | 12,085        |         |  |        | 11,858  |        
|                                                               | Student notes receivable, net of allowance for
    doubtful accounts of $434 and $515 at June 30, 2002 and
    September 30, 2002, respectively |                                                                                                                                                              |        | 1,218         |         |  |        | 1,888   |        
|                                                               | Deposits and other assets                                                                                                                       |                                                                                                                                                              |        | 3,080         |         |  |        | 3,539   |        
|                                                               |                                                                                                                                                 |                                                                                                                                                              |        |               |         |  |        |        
|                                                               |                                                                                                                                                 | TOTAL ASSETS                                                                                                                                                 |        | $             | 207,806 |  |        | $       | 269,748 | 
|                                                               |                                                                                                                                                 |                                                                                                                                                              |        |               |         |  |        |        
|LIABILITIES AND STOCKHOLDERS
    EQUITY                      
|CURRENT LIABILITIES:                                           |                                                                                                                                                 |                                                                                                                                                              |        |               |         |  |        |        
|                                                               | Accounts payable                                                                                                                                |                                                                                                                                                              | $      | 14,371        |         |  | $      | 12,425  |        
|                                                               | Accrued compensation and related liabilities                                                                                                    |                                                                                                                                                              |        | 15,800        |         |  |        | 18,023  |        
|                                                               | Accrued expenses                                                                                                                                |                                                                                                                                                              |        | 2,671         |         |  |        | 5,344   |        
|                                                               | Income tax payable                                                                                                                              |                                                                                                                                                              |        | 2,304         |         |  |        | 7,148   |        
|                                                               | Prepaid tuition                                                                                                                                 |                                                                                                                                                              |        | 13,332        |         |  |        | 22,822  |        
|                                                               | Current portion of capital lease obligation                                                                                                     |                                                                                                                                                              |        |              |         |  |        | 131     |        
|                                                               | Current portion of long-term debt                                                                                                               |                                                                                                                                                              |        | 585           |         |  |        | 198     |        
|                                                               |                                                                                                                                                 |                                                                                                                                                              |        |               |         |  |        |        
|                                                               |                                                                                                                                                 | TOTAL CURRENT LIABILITIES                                                                                                                                    |        |               | 49,063  |  |        |         | 66,091  | 
|LONG-TERM CAPITAL LEASE OBLIGATION, net of
    current portion |                                                                                                                                                 |                                                                                                                                                              |       |               |         |  | 6,526  |        
|LONG-TERM DEBT, net of current portion                         |                                                                                                                                                 |                                                                                                                                                              | 1,515  |               |         |  | 21,491 |        
|DEFERRED INCOME                                                |                                                                                                                                                 |                                                                                                                                                              | 147    |               |         |  | 110    |        
|DEFERRED INCOME TAXES                                          |                                                                                                                                                 |                                                                                                                                                              | 5,920  |               |         |  | 6,618  |        
|OTHER LIABILITIES                                              |                                                                                                                                                 |                                                                                                                                                              | 107    |               |         |  | 121    |        
|STOCKHOLDERS EQUITY:                                          |                                                                                                                                                 |                                                                                                                                                              |        |               |         |  |        |        
|                                                               | Common Stock, $0.0001 par value:                                                                                                                |                                                                                                                                                              |        |               |         |  |        |         |        
|                                                               |                                                                                                                                                 | Common Stock, 80,000 shares authorized,
    42,954 shares and 43,198 shares issued and outstanding
    at June 30, 2002 and September 30, 2002, respectively |        |               | 4       |  |        |         | 4       | 
|                                                               | Additional paid-in capital                                                                                                                      |                                                                                                                                                              |        | 67,023        |         |  |        | 71,019  |        
|                                                               | Retained earnings                                                                                                                               |                                                                                                                                                              |        | 84,027        |         |  |        | 97,768  |        
|                                                               |                                                                                                                                                 |                                                                                                                                                              |        |               |         |  |        |        
|                                                               |                                                                                                                                                 | TOTAL STOCKHOLDERS EQUITY                                                                                                                                   |        |               | 151,054 |  |        |         | 168,791 | 
|                                                               |                                                                                                                                                 |                                                                                                                                                              |        |               |         |  |        |        
|                                                               |                                                                                                                                                 | TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                   |        | $             | 207,806 |  |        | $       | 269,748 | 
|                                                               |                                                                                                                                                 |                                                                                                                                                              |        |               |         |  |        |        

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,           
|                                                          |                                |                         
|                                                          |                                | 2001                     |        | 2002  
|                                                          |                                |                          |        |       
|                                                          |                                |                         
|                                                          |                                | (Unaudited)             
|                                                          |                                | (In thousands, except   
|                                                          |                                | per share data)         
|NET REVENUE                                               |                                | $                        | 73,696 |        |        | $ | 115,625 |       
|                                                          |                                |                          |        |        |        |   |         |       
|OPERATING EXPENSES:                                       |                                |                          |        |        |        |   |         |       
|                                                          | Educational services           |                          |        | 39,885 |        |   |         | 57,896 |       
|                                                          | General and administrative     |                          |        | 6,008  |        |   |         | 10,242 |       
|                                                          | Marketing and advertising      |                          |        | 17,340 |        |   |         | 24,308 |       
|                                                          |                                |                          |        |        |        |   |         |       
|                                                          |                                | Total operating expenses |        |        | 63,233 |   |         |        | 92,446 | 
|                                                          |                                |                          |        |        |        |   |         |       
|INCOME FROM OPERATIONS                                    |                                |                          | 10,463 |        |        |   | 23,179  |       
|                                                          | Interest (income) expense, net |                          |        | (420   | )      |   |         | 201    |       
|                                                          |                                |                          |        |        |        |   |         |       
|INCOME BEFORE PROVISION FOR INCOME TAXES                  |                                |                          | 10,883 |        |        |   | 22,978  |       
|                                                          | Provision for income taxes     |                          |        | 4,409  |        |   |         | 9,237  |       
|                                                          |                                |                          |        |        |        |   |         |       
|NET INCOME                                                |                                | $                        | 6,474  |        |        | $ | 13,741  |       
|                                                          |                                |                          |        |        |        |   |         |       
|Income per share:                                         |                                |                          |        |        |        |   |         |       
|                                                          | Basic                          |                          | $      | 0.15   |        |   | $       | 0.32   |       
|                                                          |                                |                          |        |        |        |   |         |       
|                                                          | Diluted                        |                          | $      | 0.14   |        |   | $       | 0.30   |       
|                                                          |                                |                          |        |        |        |   |         |       
|Weighted average number of common shares
    outstanding: |                                |                          |        |        |        |   |         |       
|                                                          | Basic                          |                          |        | 42,464 |        |   |         | 43,022 |       
|                                                          |                                |                          |        |        |        |   |         |       
|                                                          | Diluted                        |                          |        | 44,150 |        |   |         | 45,624 |       
|                                                          |                                |                          |        |        |        |   |         |       

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,                                                           
|                                                                            |                                                                                                     |                                                                         
|                                                                            |                                                                                                     | 2001                                                                     |                                   | 2002  
|                                                                            |                                                                                                     |                                                                          |                                   |       
|                                                                            |                                                                                                     |                                                                         
|                                                                            |                                                                                                     | (Unaudited)                                                             
|                                                                            |                                                                                                     | (In thousands)                                                          
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |                                                                                                     |                                                                          |                                   |        |        |       |         |        
|                                                                            | Net income                                                                                          |                                                                          | $                                 | 6,474  |        |       | $       | 13,741  |        
|                                                                            | Adjustments to reconcile net income to net cash
    provided by (used in) operating activities     |                                                                          |                                   |        |        |       |         |         |        
|                                                                            |                                                                                                     | Depreciation and amortization                                            |                                   |        | 1,555  |       |         |         | 2,624   |       
|                                                                            |                                                                                                     | Deferred income taxes                                                    |                                   |        | 575    |       |         |         | 251     |       
|                                                                            |                                                                                                     | Changes in assets and liabilities, net of effects
    from acquisitions: |                                   |        |        |       |         |         |         |       
|                                                                            |                                                                                                     |                                                                          | Accounts receivable               |        |        | (924  | )       |         |         | (1,560 | )
|                                                                            |                                                                                                     |                                                                          | Student notes receivable          |        |        | 265   |         |         |         | (1,012 | )
|                                                                            |                                                                                                     |                                                                          | Prepaid expenses and other assets |        |        | (996  | )       |         |         | 2,342  |  
|                                                                            |                                                                                                     |                                                                          | Accounts payable                  |        |        | 1,017 |         |         |         | (2,023 | )
|                                                                            |                                                                                                     |                                                                          | Accrued expenses                  |        |        | 2,332 |         |         |         | 1,265  |  
|                                                                            |                                                                                                     |                                                                          | Income tax payable                |        |        | 2,885 |         |         |         | 4,844  |  
|                                                                            |                                                                                                     |                                                                          | Prepaid tuition                   |        |        | 1,485 |         |         |         | 4,967  |  
|                                                                            |                                                                                                     |                                                                          | Other long-term liabilities       |        |        | (20   | )       |         |         | (23    | )
|                                                                            |                                                                                                     |                                                                          |                                   |        |        |       |         |        
|                                                                            |                                                                                                     | Net cash provided by operating activities                                |                                   |        | 14,648 |       |         |         | 25,416  |       
|                                                                            |                                                                                                     |                                                                          |                                   |        |        |       |         |        
|CASH FLOWS FROM INVESTING ACTIVITIES:                                       |                                                                                                     |                                                                          |                                   |        |        |       |         |        
|                                                                            | Acquisition of schools and colleges, net of cash
    acquired                                       |                                                                          |                                   |       |        |       |         | (80,788 | )      
|                                                                            | Sales of (investment in) marketable securities                                                      |                                                                          |                                   | (3,226 | )      |       |         | 16,770  |        
|                                                                            | Capital expenditures                                                                                |                                                                          |                                   | (4,106 | )      |       |         | (5,431  | )      
|                                                                            |                                                                                                     |                                                                          |                                   |        |        |       |         |        
|                                                                            |                                                                                                     | Net cash (used in) investing activities                                  |                                   |        | (7,332 | )     |         |         | (69,449 | )     
|                                                                            |                                                                                                     |                                                                          |                                   |        |        |       |         |        
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |                                                                                                     |                                                                          |                                   |        |        |       |         |        
|                                                                            | Proceeds from borrowings                                                                            |                                                                          |                                   |       |        |       |         | 47,000  |        
|                                                                            | Principal repayments on long-term debt and
    capital lease obligation                             |                                                                          |                                   | (30    | )      |       |         | (27,461 | )      
|                                                                            | Proceeds from exercise of stock options and
    Employee Stock Purchase Plan, including tax benefit |                                                                          |                                   | 626    |        |       |         | 3,996   |        
|                                                                            |                                                                                                     |                                                                          |                                   |        |        |       |         |        
|                                                                            |                                                                                                     | Net cash provided by financing activities                                |                                   |        | 596    |       |         |         | 23,535  |       
|                                                                            |                                                                                                     |                                                                          |                                   |        |        |       |         |        
|NET INCREASE (DECREASE) IN CASH AND CASH
    EQUIVALENTS                    |                                                                                                     |                                                                          | 7,912                             |        |        |       | (20,498 | )      
|CASH AND CASH EQUIVALENTS, beginning of period                              |                                                                                                     |                                                                          | 19,738                            |        |        |       | 40,761  |        
|                                                                            |                                                                                                     |                                                                          |                                   |        |        |       |         |        
|CASH AND CASH EQUIVALENTS, end of period                                    |                                                                                                     | $                                                                        | 27,650                            |        |        | $     | 20,263  |        
|                                                                            |                                                                                                     |                                                                          |                                   |        |        |       |         |        
|SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND
    FINANCING ACTIVITIES: |                                                                                                     |                                                                          |                                   |        |        |       |         |        
|                                                                            | Acquisitions of various schools and colleges                                                        |                                                                          |                                   |        |        |       |         |         |        
|                                                                            |                                                                                                     | Fair Value of assets acquired                                            |                                   | $      |       |       |         | $       | 96,425  |       
|                                                                            |                                                                                                     | Net cash used in acquisitions                                            |                                   |        |       |       |         |         | (80,788 | )     
|                                                                            |                                                                                                     |                                                                          |                                   |        |        |       |         |        
|                                                                            |                                                                                                     | Liabilities assumed or incurred                                          |                                   | $      |       |       |         | $       | 15,637  |       
|                                                                            |                                                                                                     |                                                                          |                                   |        |        |       |         |        

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, 2002


Note 1  The Company and
Basis of Presentation

As of September 30, 2002, Corinthian
Colleges, Inc. (the Company) operated 64 schools in
the for-profit, post-secondary education industry. All of the
Companys schools are accredited and grant either degrees
(Associates, Bachelor and Master) or diplomas and offer
educational opportunities from an extensive and diverse
curricula library with an emphasis on five primary
concentrations: Healthcare, Business, Information Technology and
Electronics, Criminal Justice, and Technology (consisting
primarily of automotive repair and diesel technician).
Additionally, the Company has an online learning alternative
available to students pursuing education exclusively online and
is approved to offer eight accredited degrees to exclusively
online students.

The accompanying unaudited condensed consolidated
financial statements have been prepared on a basis consistent
with the consolidated financial statements for the fiscal year
ended June 30, 2002 and, in the opinion of management,
reflect all adjustments, which include only normal recurring
adjustments, necessary to present fairly the consolidated
financial position, the results of operations, and cash flows
for the three months ended September 30, 2002. These condensed
consolidated financial statements and notes thereto are
unaudited and should be read in conjunction with the
Companys audited financial statements included in the
Companys Annual Report on Form 10-K for the year
ended June 30, 2002, as filed with the Securities and
Exchange Commission (the SEC) on September 16,
2002. The results of operations for the three months ended
September 30, 2002 are not necessarily indicative of
results that could be expected for the entire fiscal year.

The condensed consolidated financial statements
as of September 30, 2002 and for the three months then
ended are consolidated and include the accounts of the Company
and its wholly-owned subsidiaries. All significant intercompany
balances and transactions have been eliminated in consolidation.

Note 2  Marketable
Securities

Marketable investments 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 for available-for-sale securities are
excluded from earnings and reported, net of any income tax
effect, as a separate component of stockholders equity.
Realized gains and losses for securities classified as
available-for-sale are reported in earnings. At
September 30, 2002, there were no material unrealized gains
or losses from available-for-sale securities.

Note 3  Weighted Average
Number of Common Shares Outstanding

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

4



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##### Table of Contents



CORINTHIAN COLLEGES, INC. AND
SUBSIDIARIES


NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)

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

|                                   |               |                    |        |       |  |  |        |       | 
|---------------------------------- | ------------- | ------------------ | ------ | ----- |  |  | ------ | ----- | 
|                                   |               |                   
|                                   |               | Three Months Ended
|                                   |               | September 30,     
|                                   |               |                   
|                                   |               | 2001               |        | 2002 
|                                   |               |                    |        |      
|Basic common shares outstanding    |               |                    | 42,464 |       |  |  | 43,022 |      
|Effects of dilutive securities:    |               |                    |        |       |  |  |        |      
|                                   | Stock options |                    |        | 1,686 |  |  |        | 2,602 | 
|                                   |               |                    |        |       |  |  |        |      
|Diluted common shares outstanding: |               |                    | 44,150 |       |  |  | 45,624 |      
|                                   |               |                    |        |       |  |  |        |      

Note 4  New Accounting
Pronouncements

In June 2001, the Financial Accounting Standards
Board (FASB) issued SFAS No. 141,
Business Combinations and SFAS No. 142,
Goodwill and Other Intangible Assets.
SFAS No. 141 addresses financial accounting and
reporting for business combinations and is effective for all
business combinations after June 30, 2001.
SFAS No. 142 addresses financial accounting and
reporting for acquired goodwill and other intangible assets. The
Company adopted SFAS No. 142, Accounting for Business
Combinations, Goodwill and Other Intangible Assets, in its
entirety effective July 1, 2002. Under
SFAS No. 142, goodwill is no longer amortized on a
periodic basis, but instead is subject to an impairment test to
be performed at least on a annual basis. If the test indicates
that goodwill is impaired, the goodwill will be written down to
its fair value and a corresponding charge to earnings will be
recorded. Separable intangible assets that are not deemed to
have indefinite lives will continue to be amortized over their
useful lives. There was no goodwill amortization for the first
quarter of fiscal 2003 and $205,000 (pre-tax) in the first
quarter of fiscal 2002. No impairment losses were recorded upon
the initial adoption of SFAS No. 142. The adoption of
SFAS No. 141 and SFAS No. 142 did not have
an adverse material effect on our consolidated financial
position, results of operations or earnings per share.

In June 2001, the FASB issued
SFAS No. 143, Accounting for Asset Retirement
Obligations. SFAS No. 143 addresses financial
accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated
asset retirement costs. SFAS No. 143 is effective for
financial statements issued for fiscal years beginning after
June 15, 2002, and the adoption did not have any impact on
our consolidated financial position or results of operations.

In August 2001, the FASB issued SFAS
No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, which addresses financial accounting
and reporting for the impairment or disposal of long-lived
assets. SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, retains the fundamental
provisions of existing generally accepted accounting principles
with respect to the recognition and measurement of long-lived
asset impairment contained in the SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of. However,
SFAS No. 144 provides new guidance intended to address
certain significant implementation issues associated with
SFAS No. 121, including expanded guidance with respect
to appropriate cash flows to be used to determine whether
recognition of any long-lived asset impairment is required, and
if required, how to measure the amount of the impairment.
SFAS No. 144 also requires that any net assets to be
disposed of by sale be reported at the lower of carrying value
or fair value less cost to sell, and expands the reporting of
discontinued operations to include any component of any entity
with operations and cash flows that can be clearly distinguished
from the rest of the entity. The Company adopted
SFAS No. 144 as of July 1, 2002 and the adoption
did not have an adverse material impact on the Companys
consolidated financial position or results of operations.

5



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##### Table of Contents



CORINTHIAN COLLEGES, INC. AND
SUBSIDIARIES


NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)

In April 2002, the FASB issued SFAS No. 145
Rescission of FASB Statements No. 4, 44, and 64
Amendment of FASB Statement No. 13, and Technical
Corrections. SFAS No. 145 rescinds FASB
Statement No. 4, Reporting Gains and Losses from
Extinguishment of Debt, which required all gains and losses from
extinguishment of debt to be aggregated and, if material,
classified as an extraordinary item, net of related income tax
effect. SFAS No. 145 requires that gains or losses
from extinguishment of debt be classified as extraordinary items
only if they meet the criteria of ABP Opinion No. 30 and is
effective beginning after May 15, 2002. The adoption did
not have any impact on our consolidated financial position or
results of operations.

In June 2002, the FASB issued
SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities. SFAS No. 146
nullifies Emerging Issues Task Force (EITF) Issue No. 94-3,
Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (Include Certain
Costs Incurred in a Restructuring) in its entirety and
addresses the significant issues relating to recognition,
measurement, and reporting costs associated with an exit or
disposal activity, including restructuring activities. Pursuant
to SFAS No. 146, a liability is recorded on the date
on which the obligation is incurred and should be initially
measured at fair value. Under EITF Issue No. 94-3, a
liability for such costs is recognized as of the date of an
entitys commitment to an exit plan as well as its
measurement and reporting. SFAS No. 146 is effective
for exit or disposal activities initiated after
December 31, 2002. SFAS No. 146 is not expected
to have a material impact on our consolidated financial
condition or results of operations.

Note 5  Pro Forma Summary
Financial Information

Effective July 1, 2002, the Company acquired
all of the outstanding stock of Wyo-Tech Acquisition Corp.
(Wyo-Tech). Wyo-Tech operates two campuses under the
Wyoming Technical Institute name in Laramie, Wyoming and
Blairsville, Pennsylvania.

The following table provides unaudited pro forma
financial data for the Company reflecting the completion of the
Wyo-Tech acquisition as if it occurred July 1, 2001. These
unaudited pro forma results have been prepared for comparative
purposes only and include certain pro forma adjustments. Such
pro forma amounts are not necessarily indicative of what actual
results of operations might have been or will be in the future.
Pro forma results of operations for the prior period exclude the
consulting and management fees paid by Wyo-Tech to its parent
company and goodwill amortization and reflect a decrease in
interest income and an increase in interest expense related to
the acquisition of debt of approximately $43.0 million.

|                             |  |                       |        |      |  |   |         | 
|---------------------------- |  | --------------------- | ------ | ---- |  | - | ------- | 
|                             |  |                      
|                             |  | Three Months Ended   
|                             |  | September 30,        
|                             |  |                      
|                             |  | 2001                  |        | 2002
|                             |  |                       |        |     
|                             |  |                      
|                             |  | (In thousands, except
|                             |  | per share data)      
|Net revenue                  |  | $                     | 80,852 |      |  | $ | 115,625 | 
|Net income                   |  |                       | 7,064  |      |  |   | 13,741  | 
|Earnings per share  basic   |  | $                     | 0.17   |      |  | $ | 0.32    | 
|Earnings per share  diluted |  | $                     | 0.16   |      |  | $ | 0.30    | 

6



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##### Table of Contents








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

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

Critical Accounting Policies and
Estimates

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

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



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Revenue Recognition.We maintain a revenue recognition
    policy. Revenues consist primarily of tuition and fees derived
    from courses taught in our colleges. Revenue from tuition and
    fees are recognized pro-rata (on a straight-line basis) over the
    term of the applicable course or program. If a student withdraws
    from a course or program, the paid but unearned portion of the
    student tuition is refunded. Textbook sales and other revenues
    are recognized as sales occur or services are performed and
    represent less than 10% of total revenues. Prepaid tuition is
    the portion of payments received but not earned and is reflected
    as a current liability in the accompanying condensed
    consolidated balance sheets as such amount is expected to be
    earned within the next year.
|
| | Marketing and Advertising Expense.We maintain an advertising expense
    recognition policy. Marketing and advertising costs are expensed
    as incurred. We have significant marketing and advertising
    expenses consisting primarily of payroll and payroll related
    expenses, direct-response and other advertising, promotional
    materials and other related marketing costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | Allowance for Doubtful Accounts.We maintain an allowance for doubtful
    accounts for estimated losses resulting from the inability,
    failure or refusal of our students to make required payments. We
    offer a variety of payment plans to help students pay that
    portion of their education expense not covered by financial aid
    programs. These balances are unsecured and not guaranteed. We
    believe our reserves are adequate, however, losses related to
    unpaid student balances could exceed the amounts we have
    reserved for bad debts.                                                                                                                                                                                                                                                                  

7



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##### Table of Contents





| |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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. Although we believe our
    intangible assets are fairly stated, changes in strategy or
    market conditions could significantly impact these judgments and
    require adjustments to asset balances.
|
| | Deferred Taxes.We
    currently have deferred tax assets which are subject to periodic
    recoverability assessments. Realization of our deferred tax
    assets is principally dependent upon achievement of projected
    future taxable income. We evaluate the realizability of our
    deferred tax assets annually.                                                                                                       

Results of Operations

Comparisons of results of operations between the
first quarter of fiscal 2003 and the first quarter of fiscal
2002 are difficult due to the acquisitions of five campuses and
the opening of four branch campuses since the first quarter of
fiscal 2002. The following table summarizes our operating
results as a percentage of net revenue for the periods indicated:

|                               |                            |                          |       |      |      |  |       |      |      | 
|------------------------------ | -------------------------- | ------------------------ | ----- | ---- | ---- |  | ----- | ---- | ---- | 
|                               |                            |                         
|                               |                            | Three Months Ended      
|                               |                            | September 30,           
|                               |                            |                         
|                               |                            | 2001                     |       | 2002
|                               |                            |                          |       |     
|Statement of Operations Data:  |                            |                          |       |      |      |  |       |     
|Net revenue                    |                            |                          | 100.0 | %    |      |  | 100.0 | %   
|                               |                            |                          |       |      |      |  |       |     
|Operating expenses:            |                            |                          |       |      |      |  |       |     
|                               | Educational services       |                          |       | 54.1 |      |  |       | 50.1 |     
|                               | General and administrative |                          |       | 8.2  |      |  |       | 8.9  |     
|                               | Marketing and advertising  |                          |       | 23.5 |      |  |       | 21.0 |     
|                               |                            |                          |       |      |      |  |       |     
|                               |                            | Total operating expenses |       |      | 85.8 |  |       |      | 80.0 | 
|Income from operations         |                            |                          | 14.2  |      |      |  | 20.0  |     
|Interest (income) expense, net |                            |                          | (0.6  | )    |      |  | 0.1   |     
|                               |                            |                          |       |      |      |  |       |     
|Income before income taxes     |                            |                          | 14.8  |      |      |  | 19.9  |     
|Provision for income taxes     |                            |                          | 6.0   |      |      |  | 8.0   |     
|                               |                            |                          |       |      |      |  |       |     
|                               | Net income                 |                          |       | 8.8  | %    |  |       | 11.9 | %   
|                               |                            |                          |       |      |      |  |       |     

Three Months Ended September 30, 2002
Compared to Three Months Ended September 30, 2001

Net Revenues.Net
revenues increased $41.9 million, or 56.9%, from
$73.7 million in the first quarter of fiscal 2002 to
$115.6 million in the first quarter of fiscal 2003, due
primarily to a 39.0% increase in the student population at
quarter end and a 10.7% increase in the average tuition rate per
student. At September 30, 2002, the total student
population was 39,437, compared with 28,372 at
September 30, 2001. Same school student population
increased 22.9% as of September 30, 2002 when compared to
the same quarter in the prior year.

Educational Services.Educational services include direct
operating expenses of the schools consisting primarily of
payroll and payroll related expenses, occupancy and supplies
costs, and bad debt expense. As a percentage of net revenues,
educational services expense decreased from 54.1% to 50.1% for
the first quarter of fiscal 2003. Educational services expense
increased $18.0 million, or 45.2%, from $39.9 million
in the first quarter of fiscal 2002 to $57.9 million in the
first quarter of fiscal 2003, due primarily to the expenses
required to support the 39.0% increase in student population,
wage increases for employees, and increases in bookstore, rent
facilities, and depreciation expense for five acquired campuses
and four new branch campus openings. Bad debt expense for the
first quarter of fiscal 2003 amounted to $4.8 million or
4.2% of revenues, compared to $4.5 million or 6.1% of
revenue for the first quarter of fiscal 2002.

General and Administrative.As a percentage of net revenue,
general and administrative expense increased from 8.2% to 8.9%
for the first quarter of fiscal 2003. General and administrative
expense increased $4.2 million, or 70.5%, from
$6.0 million in the first quarter of fiscal 2002 to
$10.2 million in the first quarter of

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##### Table of Contents



fiscal 2003, primarily as a result of additional
headquarters staff required to support the increase in schools,
student population and resulting increase in revenue, wage
increases for employees, and higher incentive compensation.


Marketing and Advertising.Marketing and advertising expense
consists primarily of payroll and payroll related expenses,
direct-response and other advertising, promotional materials and
other related marketing costs. As a percentage of net revenue,
marketing and advertising expense decreased from 23.5% to 21.0%
for the first quarter of fiscal 2003. Marketing and advertising
expense increased $7.0 million, or 40.2%, from
$17.3 million in the first quarter of fiscal 2002 to
$24.3 million in the first quarter of fiscal 2003. The
increase was primarily due to the increased volume of
advertising required to support the five acquired campuses and
four new branch campus openings and additional admissions and
marketing support staff necessary to support the 38.7% increase
in starts in the first quarter of fiscal 2003. Also contributing
to the increase in marketing and advertising expense was
advertising cost inflation and wage increases for employees.

Income from Operations.Income from operations in the first
quarter of fiscal 2003 increased 121.5% to $23.2 million,
or 20.0% of revenues, compared to $10.5 million, or 14.2%
of revenues in the first quarter of fiscal 2002.

Interest (Income) Expense, net.Interest expense (net of interest
income of $0.3 million) amounted to $0.2 million in
the first quarter of fiscal 2003. In the same period of the
prior year, interest income (net of interest expense of
$0.1 million) amounted to $0.4 million. The change
from net interest income to net interest expense was primarily
due to interest expense related to the increase in borrowings of
long-term debt incurred in July 2002 to acquire Wyo-Tech and a
decline in the interest rate earned on investments in cash
equivalents and marketable securities.

Provision for Income Taxes.The effective income tax rate for the
first quarter of fiscal 2003 decreased to 40.2% of income before
taxes compared to 40.5% of income before taxes in the first
quarter of fiscal 2002.

Net Income.Net
income for the first quarter of fiscal 2003 increased 112.2% to
$13.7 million, or 11.9% of revenues, compared to net income
of $6.5 million, or 8.8% of revenues, for the first quarter
of fiscal 2002.

Income per share.Diluted earnings per share for the
first quarter of fiscal 2003 increased 114.3% to $0.30 per
diluted common share compared to $0.14 per diluted common share
for the first quarter of fiscal 2002.

Seasonality and Other Factors Affecting
Quarterly Results

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

Liquidity and Capital Resources

In June 2002, the Company entered into a Credit
Agreement for $100.0 million with a syndication of seven
financial institutions administered by Bank of America, N.A
which expires in July 2005. The Credit Agreement has been
established to provide available funds for business
acquisitions, to fund general corporate purposes, and to provide
for letter of credit issuances of up to $5.0 million.
Borrowings under the agreement bear interest at several pricing
alternatives available to the Company, including LIBOR and
adjusted reference or base rates. The base rate is defined as
the higher of the Federal Funds rate plus  1/2 of 1% or the
Bank of America prime rate, plus a margin of 0.25% to 0.75%
depending on the Companys consolidated leverage ratio as
defined in the agreement. Fees associated with outstanding
letters of credit issued under the terms of the agreement range
from 1.5% to 2.0% and are also dependent on the Companys
consolidated leverage ratio. The agreement contains customary
affirmative and negative covenants including financial

9



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##### Table of Contents



covenants requiring the maintenance of
consolidated net worth, fixed charge coverage ratios, leverage
ratios, pro forma adjusted EBITDA, Department of Education
financial responsibility composite score ratio, and limitations
on long term student notes receivables. As of September 30,
2002, the Company was in compliance with all of these covenants.
On July 1, 2002, the Company borrowed from the credit
facility $43.0 million for the acquisition of Wyo-Tech. As
of September 30, 2002, there were $20.0 million in
borrowings outstanding under the credit facility. However, as of
October 2002, the borrowings from the credit facility had been
repaid. The Credit Agreement is secured by substantially all of
the Companys real and personal property including the
stock of its significant operating subsidiaries and guaranteed
by the Companys present and future significant operating
subsidiaries.


Working capital amounted to $7.2 million as
of September 30, 2002 and $60.1 million as of
June 30, 2002 and the current ratios were 1.1:1 and 2.2:1,
respectively. During the first quarter, 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. Additionally,
approximately $23.0 million of acquisition debt was repaid
during the first quarter of fiscal 2003.

Cash flows provided by operating activities
amounted to $25.4 million in the first quarter of fiscal
2003 compared to $14.6 million provided by operating
activities in the same period of fiscal 2002. The increase in
cash provided by operating activities for the first quarter of
fiscal 2003 compared to the first quarter of fiscal 2002 was
primarily due to the increases in earnings, income tax payable
and prepaid tuition, partially offset by a decrease in accounts
payable.

Cash flows used in investing activities amounted
to $69.4 million in the first quarter of fiscal 2003
compared to cash used in investing activities of
$7.3 million in the first quarter of fiscal 2002. The
increase in cash used in investing activities was primarily due
to the acquisition of Wyo-Tech of approximately
$80.8 million, net of $3.7 million of cash acquired in
the acquisition partially offset by sales of marketable
securities of $16.8 million in the first quarter of fiscal
2003 compared to the investment in marketable securities of
$3.2 million for the same period of fiscal 2002. Capital
expenditures increased to $5.4 million in the first quarter
of fiscal 2003 compared to $4.1 million in the same period
in fiscal 2002. The increase in capital expenditures was
primarily due to the relocation, remodeling and enlargement of
existing and new branch campuses and information systems
expenditures.

Cash flows provided by financing activities for
the first quarter of fiscal 2003 amounted to $23.5 million
compared to $0.6 million for the first quarter of fiscal
2002. The increase in cash provided by financing activities in
the first quarter of fiscal 2003 was due to the increase in
proceeds from borrowings of approximately $43.0 million to
fund approximately 50% of the Wyo-Tech acquisition and increased
proceeds from stock option exercises and common stock purchases
in accordance with the employee stock purchase plan.




Item 3.     Quantitative
and Qualitative Disclosure about Market Risk

We do not utilize interest rate swaps, forward or
option contracts on foreign currencies or commodities, or other
types of derivative financial instruments. As of
September 30, 2002, our only assets or liabilities subject
to risks from interest rate changes are (i) the mortgage
debt in the aggregate amount of $1.6 million,
(ii) notes receivable from students in the net aggregate
amount of $3.0 million, and (iii) marketable
securities of $8.9 million. Our mortgage debt, student
notes receivable, and the marketable securities are all at fixed
interest rates. We do not believe we are subject to material
risks from reasonably possible near-term changes in market
interest rates.




Item 4.     Controls
and Procedures

Within the 90 days prior to the filing date
of this report, the Companys management, under the
supervision and with the participation of its chief executive
officer and chief financial officer, has performed an evaluation
of the effectiveness of the design and operation of the
Companys disclosure controls and procedures. These
disclosure controls and procedures are designed to ensure that
the information required to be disclosed by the Company in its
periodic reports filed with the Securities and Exchange
Commission (the

10



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Commission) is recorded, processed,
summarized and reported, within the time periods specified by
the Commissions rules and forms, and that the information
is communicated to the certifying officers on a timely basis.
Based on such evaluation, the Companys chief executive
officer and chief financial officer concluded that the
Companys disclosure controls and procedures are effective.
There have been no significant changes in the Companys
internal controls or in other factors that could significantly
affect internal controls subsequent to September 30, 2002.


11



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##### Table of Contents






PART II  OTHER
INFORMATION




Item 1.     Legal
Proceedings

In the ordinary conduct of our business, we and
our colleges are subject to occasional lawsuits, investigations
and claims, including, but not limited to, claims involving
students or graduates and routine employment matters. Although
we cannot predict with certainty the ultimate resolution of
lawsuits, investigations and claims asserted against us, we do
not believe that any currently pending legal proceedings to
which we are a party will have a material adverse effect on our
business, results of operations or financial condition. During
the quarter ended September 30, 2002, there were no
material developments in any of the legal proceedings we have
previously reported.




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



| |     
| | ----
| | None




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

(a) Exhibits:



| |     
| | ----
| | None

(b) Reports on Form 8-K:



| |                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On July 2, 2002, the Company filed a report
    on Form 8-K with the Securities and Exchange Commission
    disclosing that the Company had completed the acquisition of all
    the outstanding capital stock of Wyo-Tech Acquisition Corp. Inc.                                         
|
| | On September 16, 2002, the Company filed a
    report on Form 8-K/ A with the Securities and Exchange
    Commission as required by Items 2 and 7 of such form
    regarding the pro forma financial information of the Company and
    its acquisition of Wyo-Tech Acquisition Corp. Inc.

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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, 2002

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

November 14, 2002

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

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CERTIFICATION

I, David G. Moore, certify that:



| |                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.     I have reviewed
    this quarterly report on Form 10-Q for Corinthian Colleges,
    Inc.;                                                                                                                                                                                                                                                             
|
| | 2.     Based on my
    knowledge, this quarterly report does not contain any untrue
    statement of a material fact or omit to state a material fact
    necessary to make the statements made, in light of the
    circumstances under which such statements were made, not
    misleading with respect to the period covered by this quarterly
    report;
|
| | 3.     Based on my
    knowledge, the financial statements, and other financial
    information included in this quarterly report, fairly present in
    all material respects the financial condition, results of
    operations and cash flows of the registrant as of, and for, the
    periods presented in this quarterly report;                       
|
| | 4.     The
    registrants other certifying officers and I are
    responsible for establishing and maintaining disclosure controls
    and procedures (as defined in Exchange Act Rules 13a-14 and
    15d-14) for the registrant and have:                                                                                                                



| |                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this quarterly report is being prepared;
|
| | b) evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this
    quarterly report (the Evaluation Date); and                                                                                                      
|
| | c) presented in this quarterly report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                



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



| |                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b) any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    



| |                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 6.     The
    registrants other certifying officers and I have indicated
    in this quarterly report whether there were significant changes
    in internal controls or in other factors that could
    significantly affect internal controls subsequent to the date of
    our most recent evaluation, including any corrective actions
    with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002

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

14



---



##### Table of Contents






CERTIFICATION



| |                                 
| | --------------------------------
| | I, Dennis N. Beal, certify that:



| |                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.     I have reviewed
    this quarterly report on Form 10-Q for Corinthian Colleges,
    Inc.;                                                                                                                                                                                                                                                             
|
| | 2.     Based on my
    knowledge, this quarterly report does not contain any untrue
    statement of a material fact or omit to state a material fact
    necessary to make the statements made, in light of the
    circumstances under which such statements were made, not
    misleading with respect to the period covered by this quarterly
    report;
|
| | 3.     Based on my
    knowledge, the financial statements, and other financial
    information included in this quarterly report, fairly present in
    all material respects the financial condition, results of
    operations and cash flows of the registrant as of, and for, the
    periods presented in this quarterly report;                       
|
| | 4.     The
    registrants other certifying officers and I are
    responsible for establishing and maintaining disclosure controls
    and procedures (as defined in Exchange Act Rules 13a-14 and
    15d-14) for the registrant and have:                                                                                                                



| |                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this quarterly report is being prepared;
|
| | b) evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this
    quarterly report (the Evaluation Date); and                                                                                                      
|
| | c) presented in this quarterly report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                



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



| |                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | b) any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    



| |                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 6.     The
    registrants other certifying officers and I have indicated
    in this quarterly report whether there were significant changes
    in internal controls or in other factors that could
    significantly affect internal controls subsequent to the date of
    our most recent evaluation, including any corrective actions
    with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002

| |                                                         
| | --------------------------------------------------------
| | /s/ DENNIS N. BEAL                                      
| |                                                         
| | Dennis N. Beal                                          
| | Executive Vice President and Chief Financial
    Officer
| | (Principle Financial and Accounting Officer)            

15