CARMEL, Ind., Jan. 24, 2013 /PRNewswire/ -- ITT Educational Services, Inc. (NYSE: ESI), a leading provider of technology-oriented postsecondary degree programs, today reported that new student enrollment in the fourth quarter of 2012 decreased 11.4% to 13,398 compared to 15,125 in the same period in 2011. Total student enrollment decreased 16.6% to 61,059 as of December 31, 2012 compared to 73,255 as of December 31, 2011.

The company provided the following information for the three and twelve months ended December 31, 2012 and 2011:



                                                                                     Financial and Operating Data for the Three Months Ended December 31st, Unless Otherwise Indicated
                                                                                     -------------------------------------------------------------------------------------------------
                                                                                                       (Dollars in millions, except per share and per student data)
                                                                                                                                                                                                                       
                                                                                                                                                                                                                       
                                                                                                                                                                                         Increase/
                                                                                                        2012       2011                    (Decrease)
                                                                                                        ----       ----                    ---------
                                                                                                                                                                                                                                                                      
    Revenue                                                                                                                                        $300.8                                       $368.3                                                        (18.3)%
    Operating Income/(Loss)                                                                                                                        $(16.0)                                      $126.6                                                           N/M
    Operating Margin                                                                                                                                (5.3)%                                        34.4%                                         (3,970) basis points
    Net Income/(Loss)                                                                                                                               $(9.5)                                       $76.0                                                           N/M
    Earnings/(Loss) Per Share (diluted)                                                                                                            $(0.41)                                       $2.87                                                           N/M
    New Student Enrollment                                                                                                                         13,398                                       15,125                                                        (11.4)%
    Continuing Students                                                                                                                            47,661                                       58,130                                                        (18.0)%
    Total Student Enrollment as of December 31st                                                                                                   61,059                                       73,255                                                        (16.6)%
    Persistence Rate as of December 31st  (A)                                                                                                        72.6%                                        73.4%                                            (80) basis points
    Revenue Per Student                                                                                                                            $4,582                                       $4,649                                                         (1.4)%
    Cash and Cash Equivalents, Restricted Cash and
    Investments as of December 31st                                                                                                                $246.9                                       $379.6                                                        (34.9)%
    Bad Debt Expense as a Percentage of Revenue                                                                                                       6.9%                                         4.7%                                             220 basis points
    Days Sales Outstanding as of December 31st                                                                                                  23.6 days                                    12.0 days                                                     11.6 days
    Deferred Revenue as of December 31st                                                                                                           $135.9                                       $226.5                                                        (40.0)%
    Debt as of December 31st                                                                                                                       $140.0                                       $150.0                                                         (6.7)%
    Weighted Average Diluted Shares of Common                                                                                                  23,360,000                                   26,527,000
      Stock Outstanding
    Shares of Common Stock Repurchased                                                                                                                  0                                      570,000  (B)
    Number of New Colleges in Operation                                                                                                                 0                                            5
    Capital Expenditures, Net                                                                                                                        $2.4                                         $6.8                                                        (65.1)%


                                                     Financial and Operating Data for the Twelve Months Ended December 31st
                                                     ----------------------------------------------------------------------
                                                          (Dollars in millions, except per share and per student data)
                                                                                                                              2012                       2011       Increase/
                                                                                                                                                                   (Decrease)
                                                                                                                                                                    ---------

    Revenue                                                                                                               $1,287.2                   $1,500.0                            (14.2)%
    Operating Income                                                                                                        $232.8                     $507.1                            (54.1)%
    Operating Margin                                                                                                          18.1%                      33.8%             (1,570) basis points
    Net Income                                                                                                              $140.5                     $307.8                            (54.4)%
    Earnings Per Share (diluted)                                                                                             $5.85                     $11.13                            (47.4)%
    Bad Debt Expense as a Percentage of Revenue                                                                                6.1%                       4.1%                 200 basis points
    Revenue Per Student                                                                                                    $18,625                    $18,370                               1.4%
    Weighted Average Diluted Shares of Common                                                                           23,999,000                 27,655,000
      Stock Outstanding
    Shares of Common Stock Repurchased                                                                                   3,025,700  (C)             4,040,000  (D)
    Number of New Colleges in Operation                                                                                          6                         11
                                                                                                                             $17.2                      $26.9                            (35.9)%
    Capital Expenditures, Net

    N/M means not meaningful.
    (A)Represents the number of Continuing Students in the academic term, divided by the Total Student Enrollment in the immediately preceding academic term.
    (B)For approximately $34.6 million or at an average price of $60.71 per share.
    (C)For approximately $207.9 million or at an average price of $68.72 per share.
    (D)For approximately $282.7 million or at an average price of $69.98 per share.

The attached Schedule A summarizes the company's:


    --  charges related to private student loan programs in the three months
        ended December 31, 2012;
    --  contingency reserve roll-forward in the three months ended December 31,
        2012; and
    --  internal goals for the twelve months ending December 31, 2013.

ITT Educational Services, Inc. will conduct a conference call with financial analysts to discuss its 2012 fourth quarter earnings at 11:00 am (ET) this morning. The public is invited to listen to a live webcast of the conference call. The webcast may be accessed by following the "Live Webcast" directions on ITT/ESI's website at www.ittesi.com.

Except for the historical information contained herein, the matters discussed in this press release, including in the attached Schedule A, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements are made based on the current expectations and beliefs of the company's management concerning future developments and their potential effect on the company. The company cannot assure you that future developments affecting the company will be those anticipated by its management. These forward-looking statements involve a number of risks and uncertainties. Among the factors that could cause actual results to differ materially are the following: changes in federal and state governmental laws and regulations with respect to education and accreditation standards, or the interpretation or enforcement of those laws and regulations, including, but not limited to, the level of government funding for, and the company's eligibility to participate in, student financial aid programs utilized by the company's students; business conditions and growth in the postsecondary education industry and in the general economy; the company's failure to comply with the extensive education laws and regulations and accreditation standards that it is subject to; effects of any change in ownership of the company resulting in a change in control of the company, including, but not limited to, the consequences of such changes on the accreditation and federal and state regulation of its campuses; the company's ability to implement its growth strategies; the company's failure to maintain or renew required federal or state authorizations or accreditations of its campuses or programs of study; receptivity of students and employers to the company's existing program offerings and new curricula; loss of access by the company's students to lenders for education loans; the company's ability to collect internally funded financing from its students; the company's exposure under its guarantees related to private student loan programs; the company's ability to successfully defend litigation and other claims brought against it; and other risks and uncertainties detailed from time to time in the company's filings with the U.S. Securities and Exchange Commission. The company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future developments or otherwise.

                                                                            ITT EDUCATIONAL SERVICES, INC.
                                                                         CONDENSED CONSOLIDATED BALANCE SHEETS
                                                                     (Dollars in thousands, except per share data)


                                                                                                                         As of
                                                                                                                         -----
                                                                                                                   December 31, 2012         December 31, 2011
                                                                                                                   -----------------         -----------------
                                                                                                                      (unaudited)
    Assets
    Current assets:
         Cash and cash equivalents                                                                                                 $246,342                 $228,993
         Short-term investments                                                                                                           0                  148,488
         Restricted cash                                                                                                                601                    2,128
         Accounts receivable, net                                                                                                    77,313                   48,106
         Deferred income taxes                                                                                                       44,547                    9,759
         Prepaid expenses and other current assets                                                                                   16,162                   18,814
                                                                                                                                     ------                   ------
              Total current assets                                                                                                  384,965                  456,288

    Property and equipment, net                                                                                                     189,890                  201,257
    Deferred income taxes                                                                                                            56,112                   33,267
    Other assets                                                                                                                     41,263                   38,006
                                                                                                                                     ------
         Total assets                                                                                                              $672,230                 $728,818
                                                                                                                                   ========                 ========

    Liabilities and Shareholders' Equity
    Current liabilities:
         Accounts payable                                                                                                            63,304                   78,876
         Accrued compensation and benefits                                                                                           21,023                   21,438
         Other current liabilities                                                                                                   86,722                   18,190
         Deferred revenue                                                                                                           135,900                  226,543
                                                                                                                                    -------                  -------
              Total current liabilities                                                                                             306,949                  345,047

    Long-term debt                                                                                                                  140,000                  150,000
    Other liabilities                                                                                                                98,327                   64,972
                                                                                                                                     ------
         Total liabilities                                                                                                          545,276                  560,019
                                                                                                                                    -------                  -------

    Shareholders' equity:
         Preferred stock, $.01 par value,
            5,000,000 shares authorized, none issued                                                                                      0                        0
        Common stock, $.01 par value, 300,000,000 shares authorized,
             37,068,904 issued                                                                                                          371                      371
        Capital surplus                                                                                                             206,703                  189,573
        Retained earnings                                                                                                           959,072                  827,675
        Accumulated other comprehensive (loss)                                                                                       (7,930)                  (9,479)
        Treasury stock, 13,744,395 and 10,969,425 shares, at cost                                                                (1,031,262)                (839,341)
            Total shareholders' equity                                                                                              126,954                  168,799
                                                                                                                                    -------                  -------
            Total liabilities and shareholders' equity                                                                             $672,230                 $728,818
                                                                                                                                   ========                 ========




                                                                                   ITT EDUCATIONAL SERVICES, INC.
                                                                            CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                                                           (Dollars in thousands, except per share data)


                                                                                                                        Three Months                   Twelve Months
                                                                                                                     Ended December 31,             Ended December 31,
                                                                                                                         (unaudited)                    (unaudited)
                                                                                                                         ----------                     ----------
                                                                                                                         2012                 2011                2012        2011
                                                                                                                         ----                 ----                ----        ----

    Revenue                                                                                                          $300,843             $368,263          $1,287,209  $1,499,949

    Costs and expenses:
    Cost of educational services                                                                                      129,394              131,605             539,223     553,065
    Student services and administrative expenses                                                                       94,566              110,087             422,345     439,808
    Settlement cost *                                                                                                  21,750                    0              21,750           0
    Loss related to private student loan programs **                                                                   71,102                    0              71,102           0
    Total costs and expenses                                                                                          316,812              241,692           1,054,420     992,873
                                                                                                                      -------              -------           ---------     -------

    Operating income (loss)                                                                                           (15,969)             126,571             232,789     507,076
    Interest income                                                                                                        40                  561               1,348       2,902
    Interest (expense)                                                                                                   (901)                (383)             (3,723)     (1,825)
                                                                                                                         ----                 ----              ------      ------
    Income (loss) before provision for income taxes                                                                   (16,830)             126,749             230,414     508,153
    Provision for income taxes                                                                                         (7,362)              50,701              89,949     200,401
                                                                                                                       ------               ------              ------     -------

    Net income (loss)                                                                                                 $(9,468)             $76,048            $140,465    $307,752
                                                                                                                      =======              =======            ========    ========

    Earnings (loss) per share:
         Basic                                                                                                         $(0.41)               $2.89               $5.88      $11.22
         Diluted                                                                                                       $(0.41)               $2.87               $5.85      $11.13

    Supplemental Data:
    Cost of educational services                                                                                         43.0%                35.7%               41.9%       36.9%
    Student services and administrative expenses                                                                         31.4%                29.9%               32.8%       29.3%
    Settlement cost                                                                                                       7.2%                 0.0%                1.7%        0.0%
    Loss related to private student loan programs                                                                        23.6%                 0.0%                5.5%        0.0%
    Operating margin                                                                                                    (5.3%)                34.4%               18.1%       33.8%
    Student enrollment at end of period                                                                                61,059               73,255              61,059      73,255
    Campuses at end of period                                                                                             147                  141                 147         141
    Shares for earnings per share calculation:
         Basic                                                                                                     23,360,000           26,354,000          23,880,000  27,429,000
         Diluted                                                                                                   23,360,000           26,527,000          23,999,000  27,655,000


    Effective tax rate                                                                                                   43.7%                40.0%               39.0%       39.4%

    *See Schedule A attached hereto for additional information relating to the settlement cost.
    **See Schedule A attached hereto for additional information relating to the loss related to private student loan programs.



                                                                                          ITT EDUCATIONAL SERVICES, INC.
                                                                                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                              (Dollars in thousands)


                                                                                                                             Three Months            Twelve Months
                                                                                                                          Ended December 31,      Ended December 31,
                                                                                                                              (unaudited)             (unaudited)
                                                                                                                              ----------              ----------
                                                                                                                                            2012                    2011      2012      2011
                                                                                                                                            ----                    ----      ----      ----
    Cash flows from operating activities:
        Net income (loss)                                                                                                                $(9,468)                $76,048  $140,465  $307,752
        Adjustments to reconcile net income to net cash flows
            from operating activities:
               Depreciation and amortization                                                                                               7,305                   7,518    29,350    27,886
               Provision for doubtful accounts                                                                                            20,827                  17,290    78,307    61,308
               Deferred income taxes                                                                                                     (42,543)                  4,017   (58,640)   (8,991)
               Excess tax benefit from stock option exercises                                                                                  0                     (21)   (1,382)   (1,166)
               Stock-based compensation expense                                                                                            3,612                   4,236    16,658    17,074
               Settlement cost                                                                                                            21,750                       0    21,750         0
               Asset impairment                                                                                                           15,166                       0    15,166         0
               Other                                                                                                                       6,895                   1,301     6,992    (1,936)
               Changes in operating assets and liabilities:
                   Restricted cash                                                                                                           119                  (1,715)    1,527    (1,873)
                   Accounts receivable                                                                                                    (8,715)                 (9,256) (107,514)  (40,477)
                   Accounts payable                                                                                                      (13,054)                 (9,949)  (15,572)   10,956
                   Other operating assets and liabilities                                                                                 67,882                   6,047    68,890    35,118
                   Deferred revenue                                                                                                       16,811                     497   (90,643)  (17,819)
                                                                                                                                          ------                     ---   -------
    Net cash flows from operating activities                                                                                              86,587                  96,013   105,354   387,832
                                                                                                                                          ------                  ------   -------   -------

    Cash flows from investing activities:
         Facility expenditures and land purchases                                                                                           (553)                   (924)   (1,046)   (4,053)
         Capital expenditures, net                                                                                                        (2,384)                 (6,834)  (17,204)  (26,847)
         Proceeds from sales and maturities of investments and repayment of notes                                                            577                  24,323   217,301   337,032
         Purchase of investments and note advances                                                                                       (12,342)                (21,889)  (75,887) (352,195)
    Net cash flows from investing activities                                                                                             (14,702)                 (5,324)  123,164   (46,063)
                                                                                                                                         -------                  ------   -------   -------

    Cash flows from financing activities:
         Excess tax benefit from stock option exercises                                                                                        0                      21     1,382     1,166
         Proceeds from exercise of stock options                                                                                               0                     313     8,345     5,599
         Debt issue costs                                                                                                                      0                       0    (1,525)        0
         Proceeds from revolving borrowings                                                                                                    0                       0   175,000         0
         Repayments of revolving borrowings                                                                                                    0                       0  (185,000)        0
         Repurchase of common stock and shares tendered for taxes                                                                             (1)                (34,607) (209,371) (283,320)
    Net cash flows from financing activities                                                                                                  (1)                (34,273) (211,169) (276,555)
                                                                                                                                             ---                 -------  --------  --------

    Net change in cash and cash equivalents                                                                                               71,884                  56,416    17,349    65,214

    Cash and cash equivalents at beginning of period                                                                                     174,458                 172,577   228,993   163,779
                                                                                                                                         -------                 -------   -------   -------

    Cash and cash equivalents at end of period                                                                                          $246,342                $228,993  $246,342  $228,993
                                                                                                                                        ========                ========  ========  ========


                                                         Schedule A
                                                         ----------
                                        (Dollars in millions, except per share data)
                                                                                                                                      
     The following table sets forth the charges recorded by the company in the three months ended December 31, 2012, related to the 2009
      RSA(a), the PEAKS Program(b) and the 2007 RSA(c).  The charges included: additional reserves recorded for the 2009 RSA and PEAKS
      Guarantee; an accrual for the settlement related to the 2007 RSA; and the impairment of certain assets related to the 2009 RSA and PEAKS
      Program.
                                                                                                                              
                                                              Charges Related to the Private Student
                                                                 Loan Programs in the Three Months
                                                                       Ended December 31, 2012
                                                              --------------------------------------
                                                             Revenue                          Operating              Total
                                                             Offset                            Expense               Charges
                                                             ------                            -------               -------
    Reserve for 2009 RSA and
     PEAKS Guarantee                                           $10.2                              $55.9                $66.1
    2007 RSA Settlement Accrual                                                        21.8                    21.8
    2009 RSA- and PEAKS Program-Related                                                15.2                    15.2
       Asset Impairment
         Totals                                                $10.2                              $92.9               $103.1
                                                               =====                              =====               ======

    The following table sets forth the roll-forward of the company's contingency reserves in the three months ended December 31, 2012, which
     primarily related to the 2009 RSA, the PEAKS Guarantee and the 2007 RSA.  The changes to the company's contingency reserves included: additional
     reserves recorded for the 2009 RSA and PEAKS Guarantee; an accrual for the 2007 RSA settlement; guarantee and other payments made (net of
     recoveries) related to the 2009 RSA and PEAKS Program; and estimated recoverable amounts under the PEAKS Guarantee.
                                                                                                                                                                                                                                 
                                                                                                                                                         Contingency Reserve Roll-forward in the
                                                                                                                                                           Three Months Ended December 31, 2012
                                                                                                                                                        ----------------------------------------
                                                                                                                                                                        2007 RSA                     All Other     Total
                                                                                                                                                                        --------                     ---------     -----
    Balance at September 30,
     2012                                                                                                                                                                                  $24.2         $20.1      $44.3
    Additional Reserves                                                                                                                                                                     21.8          66.1       87.9
    Payments, net                                                                                                                                                                            0.0         (15.1)    (15.1)
    Estimated Recovery                                                                                                                                                                       0.0           6.7        6.7
    Balance at December 31,
     2012                                                                                                                                                                                  $46.0         $77.8     $123.8
                                                                                                                                                                                           =====         =====     ======

    The following table sets forth the range of the company's internal goals with respect to certain cash flow items and available borrowings in the twelve months ending December 31, 2013.

                                                                                                                          Internal Goals for the Twelve Months Ending
                                                                                                                                       December 31, 2013
                                                                                                                          -------------------------------------------
                                                                                                                               Low End of Range               High End of Range
                                                                                                                               ----------------               -----------------

    Cash and Available Borrowings at January 1, 2013                                                                                                             $430                             $430
    Cash Flows from Operations before 2007 RSA                                                                                                      141                                      151
       Settlement and 2009 RSA and PEAKS
       Program Payments (CFOBRSA) (d)
    2007 RSA Settlement Payment (actual)                                                                                                            (46)                                     (46)
    Payments Related to the 2009 RSA and PEAKS                                                                                                      (20)                                     (15)
       Program

    Cash Flows from Operations                                                                                                                                     75                               90
    Capital Expenditures                                                                                                                                          (25)                             (15)
                                                                                                                                                                                                   ---
    Cash and Available Borrowings at December 31, 2013                                                                                                           $480                             $505
                                                                                                                                                                 ====                             ====

    The following table sets forth the range of the company's internal goals for the twelve months ending December 31, 2013 with respect to: the percentage increase/(decrease) in
     New Student Enrollment in 2013 compared to 2012; the percentage increase/(decrease) in Revenue per Student in 2013 compared to 2012; Earnings Before Interest, Taxes,
     Depreciation and Amortization ("EBITDA")(e); and Earnings per Share (diluted).
                                                                                                                                                                                                                                                 
                                                                                                                                                                                        Internal Goals for the Twelve
                                                                                                                                                                                       Months Ending December 31, 2013
                                                                                                                                                                                      --------------------------------
                                                                                                                                                                                      Low End of                           High End of
                                                                                                                                                                                      Range                                Range
                                                                                                                                                                                      -----                                -----
    New Student Enrollment in 2013
     compared to 2012                                                                                                                                                                                            (5.0)%            5.0%
    Revenue per Student in 2013
     compared to 2012                                                                                                                                                                                            (6.0)%          (4.0)%
    Earnings Before Interest,
     Taxes, Depreciation and                                                                                                                                                                                      $165            $190
        Amortization (EBITDA)
    Earnings per Share (diluted)                                                                                                                                                                                 $3.50           $4.00
                                                                                                                                                                                                                                                 
    (a) On February 20, 2009, the company entered into agreements with an unaffiliated entity (the "2009 Entity") to create a program that made private education loans available to
     its students (the "2009 Loan Program"). Under the 2009 Loan Program, an unaffiliated lender originated private education loans to the company's eligible students and,
     subsequently, sold those loans to the 2009 Entity. No new private education loans were or will be originated under the 2009 Loan Program after December 31, 2011, but
     immaterial amounts related to loans originated prior to that date were disbursed by the lender through June 2012.
                                                                                                                                                                                      
    In connection with the 2009 Loan Program, the company entered into a risk sharing agreement (the "2009 RSA") with the 2009 Entity. Under the 2009 RSA, the company guarantees
     the repayment of any private education loans that are charged off above a certain percentage of the private education loans made under the 2009 Loan Program, based on the
     annual dollar volume. During the three months ended December 31, 2012, the company made guarantee payments, net of recoveries, related to the 2009 RSA in the amount of
     approximately $0.6.
                                                                                                                                                                                      
    In addition, the company has made advances to the 2009 Entity under a revolving promissory note (the "Revolving Note").  The Revolving Note bears interest, is subject to
     customary terms and conditions and may be repaid at any time without penalty prior to its 2026 maturity date.  The company has no immediate plans to significantly increase the
     amount of advances that it makes to the 2009 Entity under the Revolving Note, but the company may decide to do so in the foreseeable future.  The face value of the Revolving
     Note as of December 31, 2012 was approximately $8.2.  The carrying value of the Subordinated Note (defined below in footnote (b)) and Revolving Note as of December 31, 2012
     was approximately $2.9 and is included in Other assets on the company's Consolidated Balance Sheet.  For additional information about the 2009 RSA, see the company's Form 10-Q
     filed with the Securities and Exchange Commission ("SEC") on October 29, 2012.
                                                                                                                                                                                                                                                 
    (b) On January 20, 2010, the company entered into agreements with unrelated third parties to establish the PEAKS Private Student Loan Program ("PEAKS Program"). Under the PEAKS
     Program, an unaffiliated lender originated private education loans to the company's eligible students and, subsequently, sold those loans to an unaffiliated trust ("PEAKS
     Trust").
                                                                                                                                                                                      
    The PEAKS Trust issued senior debt in the aggregate principal amount of $300 ("PEAKS Senior Debt") to investors. The lender disbursed the proceeds of the private education
     loans to the company for application to the students' account balances, and the company transferred a portion of each disbursement to the PEAKS Trust in exchange for a
     subordinated note issued by the PEAKS Trust ("Subordinated Note"). No new private education loans were or will be originated under the PEAKS Program after July 2011, but
     immaterial amounts related to loans originated prior to that date were disbursed by the lender through March 2012.
    The Subordinated Note is non-interest bearing and has been recorded net of an unamortized discount based on an imputed interest rate of 9.0% in Other assets on the company's
     Consolidated Balance Sheets. The maturity date of the Subordinated Note is in March 2026. The face value of the Subordinated Note as of December 31, 2012 was approximately
     $73.2.
                                                                                                                                                                                      
    The PEAKS Trust utilized the proceeds from the issuance of the PEAKS Senior Debt and the Subordinated Note to purchase the private education loans made by the lender to the
     company's students. The assets of the PEAKS Trust (which include, among other assets, the private education loans owned by the PEAKS Trust) serve as collateral for, and are
     intended to be the principal source of, the repayment of the PEAKS Senior Debt and the Subordinated Note.  The PEAKS Trust is required to maintain assets having an aggregate
     value that exceeds the outstanding balance of the PEAKS Senior Debt.
                                                                                                                                                                                      
    The company guarantees payment of the principal, interest and certain call premiums owed on the PEAKS Senior Debt, the administrative fees and expenses of the PEAKS Trust and
     the required ratio of assets of the PEAKS Trust to outstanding PEAKS Senior Debt ("PEAKS Guarantee"). During the three months ended December 31, 2012, the company made
     guarantee and other payments related to the PEAKS Program to the PEAKS Trust in the amount of approximately $14.6, primarily related to maintaining the required ratio of
     assets of the PEAKS Trust to outstanding PEAKS Senior Debt.
                                                                                                                                                                                      
    The carrying value of the Subordinated Note and Revolving Note as of December 31, 2012 was approximately $2.9 and is included in Other assets on the company's Consolidated
     Balance Sheet.  For additional information about the PEAKS Program, see the company's Form 10-Q filed with the SEC on October 29, 2012.
                                                                                                                                                                                                                                                 
    (c)  In 2007, the company entered into a Risk Sharing Loan Program Agreement with Sallie Mae, Inc. ("SMI"), dated July 17, 2007, for certain private education loans that were
     made to the company's students in 2007 and early 2008 (the "2007 RSA"). The company guaranteed the repayment of any private education loans that SMI charged off above a
     certain percentage of the total dollar volume of private education loans made under the 2007 RSA.
                                                                                                                                                                                      
    On December 28, 2012, the company entered into a Settlement Agreement and Release (the "Settlement Agreement") with SMI to settle the previously disclosed litigation matter
     between SMI and the company relating to the 2007 RSA. Under the terms of the Settlement Agreement, the company agreed to pay a one-time payment of $46 to SMI on or before
     January 29, 2013. SMI and the company each also agreed to release the other (and their respective affiliates) from any and all current and future claims arising out of, or
     directly or indirectly related to, the 2007 RSA, other than claims related to certain provisions of the 2007 RSA governing cooperation, confidentiality, the treatment of
     intellectual property and certain indemnification claims related to the FTC Holder Rule.  SMI specifically agreed to release the company from any and all of its guarantee
     obligations arising under the 2007 RSA, and the company agreed to release all right, title and interest in and to the loans made pursuant to the 2007 RSA, including any right
     to receive any payments related to any of those loans.  For additional information about the 2007 RSA and the Settlement Agreement, see the company's Form 10-Q filed with the
     SEC on October 29, 2012 and the company's Form 8-K filed with the SEC on January 4, 2013.
                                                                                                                                                                                                                                                 
    (d)  Projected CFOBRSA is an estimate of the company's cash flows from operations before: (i) the company's payment under the Settlement Agreement discussed above in footnote
     (c); (ii) any payments by the company related to its guarantee obligations associated with the 2009 RSA discussed above in footnote (a); and (iii) any payments by the company
     related to the PEAKS Program discussed above in footnote (b).  CFOBRSA is not a measurement under Generally Accepted Accounting Principles ("GAAP") in the United States and
     may not be similar to CFOBRSA measures of other companies.  Non-GAAP financial information should be considered in addition to, but not as a substitute for, information
     prepared in accordance with GAAP. The company believes that CFOBRSA provides useful information to management and investors as an indicator of the company's operating cash
     flows before certain items.
                                                                                                                                                                                      
    Projected CFOBRSA is only an estimate and contains forward-looking information. The company has made a number of assumptions in preparing the projection, including assumptions
     as to the components of the projected CFOBRSA. These assumptions may or may not prove to be correct. In order to provide projections with respect to CFOBRSA, the company must
     estimate amounts for the GAAP measures that are components of the reconciliation of projected CFOBRSA.
                                                                                                                                                                                      
    Projected CFOBRSA can be reconciled to the company's projected cash flows from operations for the period indicated, as follows:

                                                 PROJECTED
                                                 ---------
                               For the Twelve Months Ending December 31, 2013
                               ----------------------------------------------
                                                 Low End of                        High End of
                                                   Range                              Range
                                                   -----                              -----
    Cash Flows
     from
     Operations                                                                $75              $90
    Plus:  2007
     RSA
     Settlement
     Payment                                                                    46               46
              Payments
               Related to
               the 2009                                                         20               15
                 RSA and PEAKS
                  Program
    CFOBRSA                                                                   $141             $151
                                                                              ====             ====

    (e)  Projected EBITDA is an
     estimate of the company's net
     income plus interest, taxes,
     depreciation and amortization
     for the twelve months ended
     December 31, 2013.  EBITDA is
     not a measurement under GAAP in
     the United States and may not be
     similar to EBITDA measures of
     other companies.  Non-GAAP
     financial information should be
     considered in addition to, but
     not as a substitute for,
     information prepared in
     accordance with GAAP. The
     company believes that EBITDA
     provides useful information to
     management and investors as an
     indicator of the company's
     operating performance.

    Projected EBITDA is only an
     estimate and contains forward-
     looking information. The company
     has made a number of assumptions
     in preparing the projection,
     including assumptions as to the
     components of the projected
     EBITDA. These assumptions may or
     may not prove to be correct. In
     order to provide projections
     with respect to EBITDA, the
     company must estimate amounts
     for the GAAP measures that are
     components of the reconciliation
     of projected EBITDA. By
     providing these estimates, the
     company is in no way indicating
     that it is providing projections
     on those GAAP components of the
     reconciliation.

    Projected EBITDA can be
     reconciled to the company's
     projected net income for the
     period indicated, as follows:

                                                  PROJECTED
                                                  ---------
                               For the Twelve Months Ending December 31, 2013
                               ----------------------------------------------
                                                 Low End of                        High End of
                                                    Range                             Range
                                                    -----                             -----
    Net Income                                                                 $83              $96
    Plus:  Interest
     expense                                                                     2                3
              Income taxes                                                      52               62
              Depreciation and
               amortization                                                     28               29
                                                                               ---              ---
    EBITDA                                                                    $165             $190
                                                                              ====             ====

SOURCE ITT Educational Services, Inc.