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Sylvan Learning Systems, Inc. Reports Fourth Quarter and Year End 2002 Financial Results; Enrollment Gains Fuel Strong Divisional Performance.


Business Editors/Education Writers

BALTIMORE--(BUSINESS WIRE)--Feb. 20, 2003

Sylvan Learning Sylvan Learning (formerly Sylvan Learning Center) is a chain of franchised tutoring centers which provide personalized tutoring in reading, writing, mathematics, study skills and test-prep for college entrance and state exams.  Systems, Inc. (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
:SLVN) today announced strong financial results and enrollment increases for the quarter and fiscal year ended December December: see month.  31, 2002.

"With substantial growth in 2002 revenues and operating income Operating Income

The profit realized from a business' own operations.

Notes:
This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit.
, Sylvan's K-12 and post-secondary businesses performed extraordinarily well in a challenging global economy," said Douglas Douglas, city, Isle of Man
Douglas, city (1991 pop. 19,950), capital of the Isle of Man, Great Britain. It is a popular resort, connected by rail to Ramsey and Port Erin, on the Irish Sea. Tourism is the chief industry.
 L. Becker Beck´er

n. 1. (Zool.) A European fish (Pagellus centrodontus); the sea bream or braise.
, Chairman and Chief Executive Officer of Sylvan Learning Systems, Inc. "I am particularly pleased with the performance of Sylvan sylvan

emanating from or pertaining to woods. See also sylvatic.
 International Universities, which proved in 2002 that it was capable of integrating and growing the institutions acquired in previous years. At the same time, the impressive student enrollment growth at our international and online universities positions us for continued strong performance in 2003."

"Sylvan remains very focused on eliminating the losses associated with Sylvan Ventures, and reducing the complexities of our company overall," Becker added.

Recent Financial and Business Highlights
-- The Company anticipates total revenues, excluding Sylvan Ventures, to be between $147 and $154 million for the first quarter 2003 and between $630 and $670 million for fiscal year 2003.

-- Operating income, excluding Sylvan Ventures, is expected to be between $12 and $13 million for the first quarter 2003 and between $90 and $95 million for fiscal year 2003.

-- General and administrative expenses are expected to be approximately $5.5 million in the first quarter 2003 and between $22 and $23 million for fiscal year 2003.

-- The Company anticipates diluted earnings per share to be approximately $0.15 for the first quarter of 2003, excluding Sylvan Ventures, and between $1.10 and $1.13 for fiscal year 2003, excluding Sylvan Ventures.


Post-Secondary Education Services

-- Sylvan International Universities (SIU SIU Southern Illinois University
SIU Seafarers International Union
SIU Special Investigations Unit
SIU Schiller International University
SIU Special Investigative Unit
SIU Salem International University
SIU Societá Italiana di Urologia
) announced the opening

of South Asia This article is about the geopolitical region in Asia. For geophysical treatments, see Indian subcontinent.
South Asia, also known as Southern Asia
 International Institute (SAII SAII Such As It Is ), a new university

located in Hyderabad Hyderabad, former state and modern city, India
Hyderabad (hī`dərəbăd'), former princely state, S central India. The former princedom of Hyderabad is now divided among the states of Karnataka, Maharashtra, and Andhra Pradesh.
, India India, officially Republic of India, republic (2005 est pop. 1,080,264,000), 1,261,810 sq mi (3,268,090 sq km), S Asia. The second most populous country in the world, it is also sometimes called Bharat, its ancient name. India's land frontier (c. . Implementing a low-risk entry

strategy, SIU will operate SAII initially in leased space in

downtown Downtown (called a "city centre" in British English) is a term used in North America when referring to a city's core, usually both in a geographical and commercial / community sense.  Hyderabad. SIU expects the Institute to attract

between 200 and 300 undergraduate and post-graduate students

enrolled in dual degree programs in computer science and

engineering, beginning in August 2003. As previously

announced, the regional government has allotted al·lot  
tr.v. al·lot·ted, al·lot·ting, al·lots
1. To parcel out; distribute or apportion: allotting land to homesteaders; allot blame.

2.
 Sylvan a

125-acre site outside of Hyderabad that will allow for

significant expansion following a successful pilot at the

downtown campus location. SAII has applied for "deemed

university" status with India's University Grants Commission.

Such status, if granted, would make SAII India's only

foreign-operated education institution to receive this level

of accreditation accreditation,
n a process of formal recognition of a school or institution attesting to the required ability and performance in an area of education, training, or practice.
.

-- Online Higher Education higher education

Study beyond the level of secondary education. Institutions of higher education include not only colleges and universities but also professional schools in such fields as law, theology, medicine, business, music, and art.
 - Canter canter

a gallop at an easy pace. The rhythm is three-time, first one hind, then the opposite hind with the diagonal fore, then the opposite fore, the leading limb.


collected canter
 attained at·tain  
v. at·tained, at·tain·ing, at·tains

v.tr.
1. To gain as an objective; achieve: attain a diploma by hard work.

2.
 total winter 2003

enrollment in distance learning Master's degree master's degree
n.
An academic degree conferred by a college or university upon those who complete at least one year of prescribed study beyond the bachelor's degree.

Noun 1.
 programs of

12,794 students, an increase of 22% compared to 10,500

students in winter 2002.

Sylvan Ventures

-- Excluding students participating in Canter programs, Walden Walden

Thoreau’s classic; advocates a return to nature. [Am. Lit.: Van Doren, 208]

See : Pastoralism


University attained new student enrollment growth of 145%,

which fueled a 39% increase in total winter 2003 enrollment of

2,233 students, compared to 1,608 students in winter 2002.

K-12 Education Services

-- The continued success of national advertising programs and

increased length of stay generated 12% same-store sales Same-store sales is a business term which refers to the revenue generated by one of a retail chain's specific outlets during a certain period of time (often a fiscal quarter or a particular shopping season), compared to an identical period in the past, usually in the previous year.  growth

at Sylvan Learning Center locations for the quarter.

-- Sylvan Learning Center reported a net increase of 18

franchised locations in the fourth quarter of 2002, bringing

the number of franchised and company-owned locations in North

America America [for Amerigo Vespucci], the lands of the Western Hemisphere—North America, Central (or Middle) America, and South America. The world map published in 1507 by Martin Waldseemüller is the first known cartographic use of the name.  to 825 and 127, respectively.

-- Under the provisions of the "No Child Left Behind" Act, Sylvan

Education Solutions has received approval to provide

supplemental tutoring services in 23 states. Sylvan Education

Solutions began two pilot programs in the fourth quarter of

2002, and is in the process of launching larger, comprehensive

programs in the first quarter of 2003.

Financial Results


           Reconciliation - 2002 GAAP to Pro Forma Results

(in millions, except per share)         Three Months    Fiscal Year
                                        ------------    -----------
                                          $      EPS      $      EPS
                                        ------ ------- ------- -------
GAAP Basis Consolidated Results         $(6.1) $(0.15) $(95.9) $(2.40)
Adjustments (after tax):
  eSylvan Losses                          2.8    0.07    12.2    0.30
  Walden Losses                           0.6    0.01     2.0    0.05
  Connections Academy Losses              1.0    0.03     4.4    0.11
  NTU Losses                              1.0    0.03     1.0    0.03
  Other Ventures Losses                   2.7    0.07     5.9    0.15
  WSI-Spain Operating Losses               --      --     1.6    0.04
  WSI-Spain Loss on Assets Sold            --      --    13.1    0.33
  Losses on Investments                   8.3    0.20    13.0    0.32
  SIU Deal Costs                          2.1    0.05     2.1    0.05
  Discontinued Operations                 2.4    0.06     2.4    0.06
  SFAS 142 Goodwill Impairment Loss        --      --    78.6    1.97
  Effect of Common Stock Equivalents      0.7   (0.04)    3.2   (0.08)
                                        -------------- ---------------

Pro Forma Results                       $15.5  $ 0.33  $ 43.6  $ 0.93

Weighted Avg. Shares Outstanding -
 Basic                                           40.3            40.1
Weighted Avg. Shares Outstanding -
 Fully Diluted                                   46.9            47.1



Total revenues for the fourth quarter of 2002, excluding Sylvan Ventures revenue of $9.2 million, were $165.5 million, an increase of 20% compared to total revenues of $137.4 million in the fourth quarter of 2001. Total operating income for the fourth quarter, excluding Sylvan Ventures and losses related to the special charges and discontinued operations Discontinued operations

Divisions of a business that have been sold or written off and that no longer are maintained by the business.
, increased 22% to $25.8 million, versus $21.2 million in the fourth quarter of 2001, on a comparable basis after adding back goodwill amortization.

Pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts.

The phrase pro forma
 net income for the fourth quarter of 2002 was $15.5 million, or $0.33 per share on shares outstanding of 46.9 million. This compares to pro forma net income of $13.0 million, or $0.28 per share on shares outstanding of 46.4 million for the same period in 2001. Strong performance at Sylvan International Universities, robust enrollment growth at Online Higher Education, as well as continued strong sales at Sylvan Learning Center drove results in the fourth quarter of 2002.

For the year ended December 31, 2002, total revenues, excluding Sylvan Ventures revenues of $25.6 million, were $578.4 million, an increase of 19% compared to total revenues of $484.8 million in the same period of 2001. Total operating income for the year, excluding Sylvan Ventures and losses related to the special charges and discontinued operations, increased 24% to $71.5 million versus $57.8 million in the same period of 2001, on a comparable basis after adding back goodwill amortization.

For the year ended December 31, 2002, pro forma net income was $43.6 million, or $0.93 per share on diluted di·lute  
tr.v. di·lut·ed, di·lut·ing, di·lutes
1. To make thinner or less concentrated by adding a liquid such as water.

2. To lessen the force, strength, purity, or brilliance of, especially by admixture.
 shares outstanding of 47.1 million. This compares to pro forma net income of $36.6 million, or $0.80 per share on diluted shares outstanding of 45.9 million for the same period in 2001.

Total cash and marketable securities Marketable Securities

Very liquid securities that can be converted into cash quickly at a reasonable price.

Notes:
Marketable securities are very liquid as they tend to have maturities less than one year, and the rate at which these securities can be bought or sold has
 at the end of the year were approximately ap·prox·i·mate  
adj.
1. Almost exact or correct: the approximate time of the accident.

2.
 $128.6 million, while total corporate debt was approximately $70.4 million, excluding the $95 million convertible debenture Convertible Debenture

Any type of debenture that can be converted into some other security.

Notes:
For example, a convertible bond can be converted into stock.
. As of December 31, 2002, Sylvan Ventures had made funding commitments of $288 million, of which $275 million has been invested.

First Quarter and Year-End year-end also year·end
n.
The end of a year.

adj.
Occurring or done at the end of the year: a year-end audit.

Noun 1.
 2003 Guidance

The following statements are based on current expectations. These statements are forward-looking for·ward-look·ing
adj.
Concerned with or making provision for the future: forward-looking educators; a forward-looking corporate plan.

Adj. 1.
, and actual results may differ materially.


-- The Company anticipates total revenues, excluding Sylvan Ventures, to be between $147 and $154 million for the first quarter 2003 and between $630 and $670 million for fiscal year 2003.

-- Operating income, excluding Sylvan Ventures, is expected to be between $12 and $13 million for the first quarter 2003 and between $90 and $95 million for fiscal year 2003.

-- General and administrative expenses are expected to be approximately $5.5 million in the first quarter 2003 and between $22 and $23 million for fiscal year 2003.

-- The Company anticipates diluted earnings per share to be approximately $0.15 for the first quarter of 2003, excluding Sylvan Ventures, and between $1.10 and $1.13 for fiscal year 2003, excluding Sylvan Ventures.



Post-Secondary Education Services - Anticipates $400-$425 million in revenue, with operating margins Operating Margin

A ratio used to measure a company's pricing strategy and operating efficiency.

Calculated by:
 of approximately 16% to 17% for fiscal year 2003.

-- Sylvan International Universities anticipates total revenues

to be between $82 and $86 million for the first quarter 2003

and between $342 and $362 million for fiscal year 2003. The

division expects operating margins to be approximately 10% for

the first quarter 2003 and between 16% and 17% for fiscal year

2003.

-- Online Higher Education anticipates total revenues to be

between $8 and $9 million for the first quarter 2003 and

between $58 and $63 million for fiscal year 2003. The division

expects break-even operating results for the first quarter

2003 and operating margins between 26% and 27% for fiscal year

2003.

K-12 Education Services - Expects $230 to $245 million in revenue with approximately 20% to 21% operating margins for fiscal year 2003.

-- Sylvan Learning Center anticipates total revenues to be

between $37 and $38 million for the first quarter 2003 and

between $156 and $166 million for fiscal year 2003. The

division expects operating margins to be between 22% and 23%

for the first quarter 2003 and between 24% and 25% for fiscal

year 2003.

-- Sylvan Education Solutions anticipates total revenues of

approximately $21 million for the first quarter 2003 and

between $74 and $78 million for fiscal year 2003. The division

expects operating margins of approximately 9% for the first

quarter 2003 and between 9% and 11% for fiscal year 2003.

Sylvan Ventures - Expects losses for 2003 of approximately $17.5 million after-tax af·ter-tax also af·ter·tax
adj.
Relating to or being that which remains after payment, especially of income taxes: after-tax profits. 
, or $0.37 per share, an improvement of over 32% from fiscal year 2002.

About Sylvan Learning Systems

Sylvan Learning Systems, Inc. (www.sylvan.net) is the leading provider of education services to families and schools worldwide. The Sylvan Learning Center business provides personalized per·son·al·ize  
tr.v. per·son·al·ized, per·son·al·iz·ing, per·son·al·iz·es
1. To take (a general remark or characterization) in a personal manner.

2. To attribute human or personal qualities to; personify.
 instruction services to K-12 students through direct consumer relationships. Sylvan Education Solutions provides tutoring and related services under contract to school systems. Sylvan provides courses to adult students throughout the world in the areas of teacher training, and accredited accredited

recognition by an appropriate authority that the performance of a particular institution has satisfied a prestated set of criteria.


accredited herds
cattle herds which have achieved a low level of reactors to, e.g.
 university offerings through Online Higher Education and Sylvan International Universities. Sylvan International Universities is pioneering the largest and most ambitious network of post-secondary education institutions worldwide. Sylvan Ventures, Sylvan's research and investment vehicle, focuses on bringing emerging technology solutions to the education and training marketplace.

Forward Looking Statements

This release includes information that could constitute forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 made pursuant to the safe harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 provision of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. Any such forward-looking statements may involve risk and uncertainties. Political, economic, currency, tax, regulatory reg·u·late  
tr.v. reg·u·lat·ed, reg·u·lat·ing, reg·u·lates
1. To control or direct according to rule, principle, or law.

2.
, technological, competitive and other factors could cause actual results to differ materially from those anticipated in the forward-looking statements. Additional information regarding these risk factors and uncertainties is detailed from time to time in the Company's filings with the Securities and Exchange Commission, including but not limited to our most recent Forms 10-K and 10-Q, available for viewing on our website. (To access this information on our website, please click on "Investor Relations Investor relations

The process by which the corporation communicates with its investors.
," "SEC Filings").


Sylvan Learning Systems, Inc. & Subsidiaries
Consolidated Statement of Operations
(Amounts in Thousands, except per share data)

                                  Three  Months Ended December 31,
                               ---------------------------------------
                                                      $         %
                                  2002      2001   Variance  Variance
                                --------  -------- --------- ---------
Line
    Revenues
  1     Franchise Services     $  9,022  $  8,869  $    153         2%
  2     Company-owned Learning
         Centers                 19,719    13,367     6,352        48%
  3     International             4,733     3,825       908        24%
  4     Education Solutions      20,001    19,013       988         5%
                                --------  --------  -------- ---------
      Total K-12 Education
       Services                  53,475    45,074     8,401        19%
                                --------  --------  -------- ---------

  5   Total Online Higher
       Education                 14,616    13,134     1,482        11%

  6   English Language
       Instruction-Spain              -     4,654    (4,654)      N/A

  7     UEM (Spain)              20,421    16,964     3,457        20%
  8     Hospitality (a)          11,593     3,838     7,755     GT200%
  9     UDLA (Chile)             10,822     6,858     3,964        58%
 10     UVM (Mexico)             40,757    34,402     6,355        18%
 11     ESCE (France)             1,787       981       806        82%
 12     Wall Street Institute    12,046    11,516       530         5%
                                --------  --------  -------- ---------
      International
       Universities total        97,426    74,559    22,867        31%
                                --------  --------  -------- ---------

 13   Sylvan Ventures             9,228       275     8,953     GT200%

    Total Revenues              174,745   137,696    37,049        27%
                                --------  --------  -------- ---------

 14   Core Operating Expenses   137,956   114,555    23,401        20%
 15   Ventures Operating
       Expenses                  16,056     5,125    10,931     GT200%
 16   Core General &
       Administrative Expenses    5,290     4,472       818        18%
      Ventures General &
 17    Administrative Expenses    1,190     2,257    (1,067)      -47%

    Total Operating Expenses    160,492   126,409    34,083        27%
                                --------  --------  -------- ---------

    Operating Income             14,253    11,287     2,966        26%

    Non-Operating Items
 18   Interest & Other Income     2,644     2,722       (78)       -3%
 19   Loss on Investment        (12,468)        -   (12,468)      N/A
 20   Interest Expense           (2,248)   (2,624)      376        14%
 21   Equity in Net Income
       (Loss) of Affiliates          96      (238)      334       140%
 22   Minority Interest          (3,598)   (2,561)   (1,037)      -40%
 23   Exchange Gain/(Loss)         (406)     (143)     (263)     -184%
 24   Sylvan Ventures non-
       operating                 (2,625)   (5,223)    2,598        50%
                                --------  --------  -------- ---------
    Total Non-Operating items   (18,605)   (8,067)  (10,538)      131%
                                --------  --------  -------- ---------

    Income (Loss) from
     continuing operations
     before income taxes and
     cumulative effect of
     change in accounting
     principle                   (4,352)    3,220    (7,572)   LT-200%
 25   Income Taxes (b)              667    (4,016)    4,683       117%
                                --------  --------  -------- ---------
    Loss from continuing
     operations before
     cumulative effect of
     change in accounting
     principle                   (3,685)     (796)   (2,889)   LT-200%
 26 Loss on sale of discontinued
     operations, net of
     tax expense of $1,623
     and $1,623.                 (2,434)        -    (2,434)      N/A
                                --------  --------  -------- ---------
    Loss before cumulative
     effect of change
     in accounting principle     (6,119)     (796)   (5,323)   LT-200%
 27 Cumulative effect of change
     in accounting principle net
     of tax benefit of $7,700          -         -         -      N/A
                                --------  --------  -------- ---------
    Net Loss                     (6,119)     (796)   (5,323)   LT-200%
 28  Elimination of goodwill
      amortization, net of tax
      effect of $1,723 and
      $7,177 (c)                            3,290
                                --------  --------  -------- ---------
    Adjusted Net Income (Loss) $ (6,119) $  2,494  $ (8,613)   LT-200%
                                ========  ========  ======== =========

        Weighted Average
         Shares - Basic          40,329    38,708
        EPS-Net Loss Basic     $  (0.15) $  (0.02)
        Less reconciling
         items, net of tax:
         eSylvan Losses (d)        0.07      0.07
        Walden University
         Losses (d)                0.01         -
        Connections Academy
         Losses (d)                0.03
        NTU Losses (d)             0.03
        Other Ventures
         Losses (e)                0.07      0.22
        WSI-Spain Operating
         Losses (f)                   -         -
        WSI-Spain Loss on
         Disposition (f)              -         -
        Loss on Investment (g)     0.20         -
        SFAS 142 Asset
         Impairment Loss (h)          -         -
        Goodwill
         Amortization (i)             -      0.05
        SIU Deal Costs (f)         0.05         -
        Discontinued
         Operations (j)            0.06         -
        Effect of Common
         Stock Equivalents        (0.04)    (0.04)
                                --------  --------
      Adjusted Results from
       Core Operations         $   0.33  $   0.28
                                --------  --------

      Shares used in
       adjusted share
       earnings calculations     46,854    46,355

    Segment Operating Profit
     (Loss):
      K-12 Education
       Services                $  7,798  $  7,263  $    535         7%
      Online Higher
       Education                  4,941     2,816     2,125        75%
      English Language
       Instruction-Spain (k)          0       (6)        6        N/A
      International
       Universities              14,822    12,793     2,029        16%
      Sylvan Ventures            (8,018)   (7,107)     (911)       13%


a)  Hospitality includes the operating results of Les Roches, Marbella
    and Glion.
b)  Represent blended tax rate excluding Sylvan Ventures of 30% and a
    tax rate for Sylvan Ventures of 24%
c)  Adjusted net loss and adjusted diluted net loss per share assumes
    adoption of SFAS 142 on January 1, 2001.
d)  Shown pre-tax in lines 13 and 15
e)  Shown pre-tax in lines 13,15,17 and 24.
f)  Shown pre-tax in line 14.
g)  Shown pre-tax in line 19.
h)  Shown after-tax in line 27.
i)  Shown after-tax in line 28.
j)  Shown after-tax in line 26.
GT = Greater Than
LT = Less Than

Sylvan Learning Systems, Inc. & Subsidiaries
Consolidated Statement of Operations
(Amounts in Thousands, except per share data)

                                   Fiscal Year Ended December 31,
                               ---------------------------------------
                                                       $         %
                                  2002      2001    Variance  Variance
                                --------  --------  -------- ---------
Line
    Revenues
  1     Franchise Services     $ 40,772  $ 36,923  $  3,849        10%
  2     Company-owned Learning
         Centers                 89,008    62,199    26,809        43%
  3     International            17,617    15,374     2,243        15%
  4     Education Solutions      67,909    70,042    (2,133)       -3%
                                --------  --------  -------- ---------
      Total K-12 Education
       Services                 215,306   184,538    30,768        17%
                                --------  --------  -------- ---------

  5   Total Online Higher
       Education                 52,426    44,328     8,098        18%

  6   English Language
       Instruction-Spain          6,964    19,364   (12,400)      -64%

  7     UEM (Spain)              56,188    48,370     7,818        16%
  8     Hospitality (a)          29,807    14,270    15,537       109%
  9     UDLA (Chile)             35,834    24,026    11,808        49%
 10     UVM (Mexico)            133,577   112,554    21,023        19%
 11     ESCE (France)             5,859       981     4,878     GT200%
 12     Wall Street Institute    42,419    36,373     6,046        17%
                                --------  --------  -------- ---------
      International
       Universities total       303,684   236,574    67,110        28%
                                --------  --------  -------- ---------

 13   Sylvan Ventures            25,618       480    25,138     GT200%

    Total Revenues              603,998   485,284   118,714        24%
                                --------  --------  -------- ---------

 14   Core Operating Expenses   511,680   413,809    97,871        24%
 15   Ventures Operating
       Expenses                  49,820    15,573    34,247     GT200%
 16   Core General &
       Administrative Expenses   21,318    22,003      (685)       -3%
 17   Ventures General &
       Administrative Expenses    4,804     9,211    (4,407)      -48%

    Total Operating Expenses    587,622   460,596   127,026        28%
                                --------  --------  -------- ---------

    Operating Income             16,376    24,688    (8,312)      -34%

    Non-Operating Items
 18   Interest & Other Income     6,499     9,758    (3,259)      -33%
 19   Loss on Investment        (19,827)  (14,231)   (5,596)      -39%
 20   Interest Expense           (8,278)   (9,169)      891        10%
 21   Equity in Net Income
       (Loss) of Affiliates         131      (501)      632       126%
 22   Minority Interest          (7,826)   (7,599)     (227)       -3%
 23   Exchange Gain/(Loss)         (795)      124      (919)   LT-200%
 24   Sylvan Ventures non-
       operating                 (4,645)  (26,195)   21,550       -82%
                                --------  --------  -------- ---------
    Total Non-Operating items   (34,741)  (47,813)   13,072        27%
                                --------  --------  -------- ---------

    Income (Loss) from
     continuing operations
     before income taxes and
     cumulative effect of change
     in accounting principle    (18,365)  (23,125)    4,760        21%
 25   Income Taxes (b)            3,490     5,680    (2,190)      -39%
                                --------  --------  -------- ---------
    Loss from continuing
     operations before
      cumulative effect of
       change in accounting
       principle                (14,875)  (17,445)    2,570        15%
 26 Loss on sale of discontinued
     operations, net of
     tax expense of $1,623
     and $1,623.                 (2,434)        -    (2,434)      N/A
                                --------  --------  -------- ---------
    Loss before cumulative
     effect of change
     in accounting principle    (17,309)  (17,445)      136         1%
 27 Cumulative effect of change
     in accounting principle net
     of tax benefit of $7,700   (78,634)        -   (78,634)      N/A
                                --------  --------  -------- ---------
    Net Loss                    (95,943)  (17,445)  (78,498)   LT-200%
 28  Elimination of goodwill
       amortization, net of tax
       effect of $1,723 and
       $7,177 (c)                          13,532
                                --------  --------  -------- ---------
    Adjusted Net Income (Loss) $(95,943) $ (3,913) $(92,030)   LT-200%
                                ========  ========  ======== =========

        Weighted Average
         Shares - Basic          40,053    38,135
        EPS-Net Loss Basic     $  (2.40) $  (0.46)
        Less reconciling
         items, net of tax:
          eSylvan Losses (d)       0.30      0.31
          Walden University
           Losses (d)              0.05         -
          Connections Academy
           Losses (d)              0.11
          NTU Losses (d)           0.03
          Other Ventures
           Losses (e)              0.15      0.62
          WSI-Spain Operating
           Losses (f)              0.04     (0.03)
          WSI-Spain Loss on
           Disposition (f)         0.33         -
          Loss on Investment (g)   0.32      0.25
          SFAS 142 Asset
           Impairment Loss (h)     1.97         -
          Goodwill
           Amortization (i)           -      0.18
          SIU Deal Costs (f)       0.05         -
          Discontinued
           Operations (j)          0.06         -
          Effect of Common
           Stock Equivalents      (0.08)    (0.07)
                                --------  --------
        Adjusted Results from
         Core Operations       $   0.93  $   0.80
                                --------  --------

        Shares used in
         adjusted share
         earnings calculations   47,059    45,879

      Segment Operating Profit
       (Loss):
        K-12 Education
         Services              $ 42,185  $ 35,423  $  6,762        19%
        Online Higher
         Education               14,443     9,104     5,339        59%
        English Language
         Instruction-Spain (k)  (22,597)    1,533   (24,130)   LT-200%
        International
         Universities            32,669    24,935     7,734        31%
        Sylvan Ventures         (29,006)  (24,304)   (4,702)       19%


a)  Hospitality includes the operating results of Les Roches, Marbella
    and Glion.
b)  Represent blended tax rate excluding Sylvan Ventures of 30% and a
    tax rate for Sylvan Ventures of 24%
c)  Adjusted net loss and adjusted diluted net loss per share assumes
    adoption of SFAS 142 on January 1, 2001.
d)  Shown pre-tax in lines 13 and 15
e)  Shown pre-tax in lines 13,15,17 and 24.
f)  Shown pre-tax in line 14.
g)  Shown pre-tax in line 19.
h)  Shown after-tax in line 27.
i)  Shown after-tax in line 28.
j)  Shown after-tax in line 26.
GT = Greater Than
LT = Less Than

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