Sylvan Learning Systems, Inc. Reports Significant Increase in Year Over Year Fourth Quarter Earnings

February 23, 2001

BALTIMORE — Sylvan Learning

Systems, Inc. (NASDAQ: SLVN – news) today announced financial results for the

fourth quarter and year ended December 31, 2000.

Recent Financial and Business Highlights

— Fourth quarter 2000 EPS, excluding Sylvan Ventures, was $0.18

per share, in-line with Company guidance, compared to a loss of $0.34

per share for the same quarter in 1999. We understand that the analyst

consensus estimate for earnings per share for the fourth quarter of

2000 was $0.16 per share excluding the impact of Sylvan Ventures.

— Full year 2000 EPS from continuing operations, excluding Sylvan

Ventures, was $0.53 per share, compared to $0.16 per share in 1999.

— Fourth quarter and full year 2000 EPS from continuing

operations, including Sylvan Ventures, was a loss of $0.22 per share

and $0.04 per share, respectively.

Post-Secondary – Sylvan accelerates activity in the post-secondary

market

— Sylvan International Universities in December 2000 completed

its acquisition of an initial 60 percent interest in Universidad de

Las Americas (UDLA), one of Chile’s leading autonomous and fully

accredited universities. UDLA, which is currently in the midst of its

annual enrollment drive, reports that new student enrollments have

increased by 1,300 students or 57% over last year’s levels. This

enrollment success follows Sylvan’s previous announcement of a 24% new

student enrollment increase at Universidad Europea de Madrid.

— Sylvan International Universities now owns and operates the

largest global network of international universities with full local

accreditation through four institutions (located in Chile, Mexico,

Spain and Switzerland), with total enrollment of nearly 55,000

students, and expected 2001 revenues of approximately $200 million.

— Sylvan Learning Systems’ total adult education business

(including Sylvan International Universities, Canter, and Wall Street

Institute) is expected to generate approximately $300 million of

revenue in 2001, making Sylvan one of the largest companies in

private, post-secondary education.

— Canter Master’s program enrollments increased 23% for the year.

Canter now has more than 8,800 teachers enrolled in its distance

Master’s degree programs in Education. Canter recently introduced a

nation-wide distance learning Master’s degrees in Education with a

specialization in Elementary Reading and Literacy in conjunction with

Walden University.

— A second Wall Street Institute (WSI) center was opened in

Beijing, China, which is performing at a revenue level comparable to

the first center in Beijing – now the largest WSI center worldwide.

K-12 – Sylvan’s K-12 businesses show continued strong growth

— Sylvan Learning Centers reported that it now has 853 locations;

766 franchised centers, an increase of 56 from 1999, and 87

company-owned centers, an increase of 5 from 1999.

— Sylvan Learning Centers reported 10% same-center sales growth

for the year 2000, marking the ninth consecutive year of double-digit

sales growth.

— Sylvan Learning Centers announced the appointment of Mary

Foster as President, Sylvan Learning Centers Division, the position

formerly held by Peter Cohen. This appointment will allow Mr. Cohen to

focus fully on his current role as President and Chief Operating

Officer of Sylvan Learning Systems, Inc.

— Sylvan Education Solutions signed five new contracts with

public school districts in 2000, bringing the total number of schools

served to 117. The division anticipates growing interest in

supplemental education with the increased national focus and political

activity surrounding education.

Sylvan Ventures – Implements investment strategy and expands its

e-Learning portfolio

— In February 2001, Sylvan Ventures committed approximately $32.8

million for a 41% interest in Walden University, a pioneer in the

fast-growing distance and online learning market for adults, offering

Ph.D. and other graduate-level, regionally accredited degree programs

to nearly 2,000 students nationwide.

— Sylvan Ventures’ portfolio now includes 10 investments in

companies focused on bringing Internet technology solutions to the

K-12, post-secondary and corporate education and training

marketplaces.

Financial Results

Income from continuing operations for the fourth quarter,

excluding Sylvan Ventures’ results, was $7.0 million, or $0.18 per

share on diluted shares outstanding of 44.4 million. This compares to

a loss from continuing operations of $17.2 million, or $0.34 per share

on diluted shares outstanding of 50.9 million for the same period in

1999.

Total revenues from continuing operations for the fourth quarter

of 2000 were $98.9 million, an increase of 30% compared to total

revenues of $76.2 million in the fourth quarter of 1999. Total

operating income for the quarter, excluding Sylvan Ventures, was $9.0

million in the fourth quarter of 2000 compared to income of $4.3

million prior to non-recurring and restructuring costs in the fourth

quarter of 1999. The increase in operating income was primarily due to

growth at Sylvan Learning Centers and acquisitions at Sylvan

International Universities.

For the quarter ended December 31, 2000, Sylvan reported a loss

from continuing operations of $8.3 million (including $15.3 million of

losses associated with Sylvan Ventures and its portfolio companies).

Results for the previously announced dispositions of Prometric, PACE

and ASPECT are classified as discontinued operations in the financial

table that follows.

Income from continuing operations for 2000, excluding Sylvan

Ventures’ results, was $23.6 million, or $0.53 per share on diluted

shares outstanding of 47.4 million. This compares to income from

continuing operations of $8.3 million, or $0.16 per share on diluted

shares outstanding of 53.2 million for the same period in 1999. Sylvan

reported losses from continuing operations (which included $25.2

million of losses associated with Sylvan Ventures and its portfolio

companies) of $1.6 million in 2000.

Total revenues from continuing operations for the year were $316.7

million, an increase of 14%, compared to total revenues of $277.1

million in 1999. Total operating income for 2000, excluding Sylvan

Ventures, was $25.7 million compared to $26.0 million for 1999. The

increase in operating income was primarily due to growth at Sylvan

Learning Centers and Sylvan Education Solutions, acquisitions by

Sylvan International Universities, and restructuring and non-recurring

expenses incurred in 1999.

Total cash and marketable securities at the end of the quarter

stood at $317.2 million, while total corporate debt stood at $57.2

million, excluding the $100 million convertible debenture. A

significant tax payment will be made in March 2001 relating to the

gain on the sale of Prometric.

Douglas Becker, Chairman and CEO, commented, “Fiscal year 2000

marks the conclusion of a transition period for our Company. This

transition, which included substantial divestitures, was designed to

improve our earnings visibility and allow us to generate greater

returns on our invested capital. Sylvan enters 2001 as the leader in

the international post-secondary education market. This will be a year

of expansion for Sylvan, as we continue to build out our learning

networks in supplemental education, teacher education, English

language instruction and university offerings.”

Christopher Hoehn-Saric, Chairman and CEO, Sylvan Ventures,

stated, “We have positioned Ventures to take advantage of current

market conditions, where we see investment opportunities at very

attractive valuations. We have made virtually all of our investments

at post-April 2000 valuation levels. At the same time, we are seeing

opportunities to invest in later-stage growth businesses, such as

Walden University, with proven financial models that are synergistic

with Sylvan operating companies and divisions. The business

partnership between Walden and Sylvan’s Canter and SIU divisions will

produce one of the most comprehensive distance learning initiatives in

the post-secondary market.”

2001 Outlook

The following statements are based on current expectations. These

statements are forward-looking, and actual results may differ

materially.

— The Company currently believes that it will achieve EPS in the

range of $0.63 to $0.65 per share for 2001 (excluding Sylvan

Ventures), representing 19% to 23% EPS growth.

— The Company anticipates total revenues of $475 to $490 million

for 2001, an increase of 50% or more over 2000.

— Operating income for 2001 is expected to be $46 to $48 million,

an increase of 78% or more over 2000.

— EBITDA in 2001 is expected to be $70-75 million, an increase of

54% or more over 2000.

— General and administrative expenses are forecast to be flat

year-over-year.

— Non-operating items for the year are expected to result in

expense of approximately 2% of revenue.

— Fully diluted shares outstanding for 2001 are projected to be

approximately 44.8 million.

Sylvan Learning Group – Expects $285 to $295 million in revenue

with approximately 16% operating margins

— Sylvan Learning Centers expects revenue growth of 16% to 19%

with operating margins of approximately 21%.

— Sylvan Education Solutions anticipates revenue growth of 16% to

19% with operating margins of approximately 12%. Included within

Sylvan Education Solutions is Canter, which expects approximately 21%

operating margins and revenue growth between 25% and 30%.

— English Language Instruction revenue growth should range from

7% to 10%, with operating margins of approximately 6%.

Sylvan International Universities (SIU) – Anticipates $195-$200

million in revenue, with operating margins of approximately 11%, after

the impact of SIU overhead

— SIU also anticipates one university acquisition and plans to

begin building one new university (or greenfield development) in 2001.

— Further additions to our network of international universities

will increase the impact of seasonality on our operating results.

Sylvan Ventures (Ventures) – Expects losses for 2001 of $50-55

million after-tax, primarily reflecting its share of flow-through

accounting losses generated by the portfolio companies

— Ventures anticipates that it will invest approximately $60-80

million of cash in 2001 in portfolio companies (including the 2001

portion of its Walden commitment).

— At the present time, Ventures has made funding commitments of

$245 million, including multi-year commitments, and has invested

approximately $170 million of the total $400 million available.

Forward Looking Statements

This release may include information that could constitute

forward-looking statements made pursuant to the safe harbor provision

of the Private Securities Litigation Reform Act of 1995. Any such

forward-looking statements may involve risk and uncertainties.

Political, economic, currency, tax, regulatory, 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

Security and Exchange Commission, including but not limited to our

most recent Form 10-Q, available for viewing on our Web site. (To

access this information, please click on “Investor Relations,” “SEC

Filings”).

Sylvan Learning Systems, Inc. (www.sylvan.net) builds profitable,

market-leading, learning networks on a global scale. Sylvan provides

courses to adult students throughout the world in the areas of English

language, teacher training and accredited university offerings through

the Wall Street Institute, Canter and Associates, and Sylvan

International Universities subsidiaries. The Sylvan Learning Centers

and Sylvan Education Services divisions provides personalized

instruction services to K-12 students through direct consumer

relationships and under contract to school systems.

TABLE FOLLOWS



                 Sylvan Learning Systems, Inc. and Subsidiaries

                        Consolidated Income Statements

                       (Millions, except per share data)



                                 Three Months Ended December 31,

                                   2000      1999    %Variance

                                  -------- --------- --------



Revenues

 Franchise Services               $10,599    $7,064      50%

 Company-owned Learning

  Center                           10,411     9,753       7%

 Schulerhilfe                       3,232     3,465      -7%

                                  -------- --------- --------

   Learning Centers total          24,242    20,282      20%

                                  -------- --------- --------



 Sylvan At School                  19,387    17,871       8%

 Career Starters                    1,249       784      59%

 Canter                            10,225    12,614     -19%

                                  -------- --------- --------

  Education Solutions total        30,861    31,269      -1%

                                  -------- --------- --------



  English Language Instruction

   total                           13,836     8,597      61%

                                  -------- --------- --------



    Universidad Europea de

     Madrid                        15,578    16,096      -3%

    Les Roche                       3,358         -       NA

    Chile                             915         -       NA

    UVM                            10,123         -       NA

                                  -------- --------- --------

    International Universities

     total                         29,974    16,096      86%

                                  -------- --------- --------



Total Revenues                     98,913    76,244      30%

                                  -------- --------- --------



Operating Expense

 Divisional Operating Expenses -   83,571    63,326      32%

 Restructuring costs                    -     3,569    -100%

 Non-recurring expenses                 -     9,978    -100%

 General & Administrative           6,319     8,619     -27%

                                  -------- --------- --------



Total Operating Expenses           89,890    85,492       5%



Operating Income                    9,023    (9,248)   -198%



Non-Operating items

 Interest & Other Income            5,708       637     796%

 Loss on Investment                     -   (13,370)   -100%

 Interest Expense                  (2,595)   (1,449)    -79%

 Equity in Affiliates of Sylvan         -       (80)    100%

 Minority Interest                 (1,539)      332     464%

 Exchange Gain/(Loss)                  54       224     -76%

                                  -------- --------- --------

Total Non-Operating items           1,628   (13,706)    112%



Pretax Income (Loss) before

 Sylvan Ventures                   10,651   (22,954)    146%

Income Tax (Expense) Benefit       (3,622)    5,793    -162%

Sylvan's Interest in Sylvan

 Ventures (1)                     (15,343)        -       NA

                                  -------- --------- --------



Income (Loss) from Continuing

 Operations                        (8,314)  (17,161)     52%

                                  -------- --------- --------



Discontinued Operations:

 Income (loss) from operations

  of discontinued

  operations, net of tax              (46)   (3,658)     99%

 Gain (loss) on disposal of

  discontinued operations, after

  tax                              22,353    (1,886)    1285%

                                  -------- --------- --------



Net Income (Loss)

 before Cumulative Effect

 of Change in Accounting

 Principle                         13,993   (22,705)    162%

                                  -------- --------- --------

 Cumulative Effect of Change

  in Accounting Principle,

  net of tax                            -         -       0%

                                  -------- --------- --------



Net Income (Loss)                 $13,993  ($22,705)    162%

                                  -------- --------- --------



 Earnings per share



 Weighted Average Shares

  Outstanding - Basic              37,274   50,907



 Weighted Average Shares

  Outstanding - Diluted            44,403   50,907



 EPS - Net Income (Loss)

  - Diluted                        $0.38    ($0.45)



 EPS - Continuing Operations      ($0.22)   ($0.34)



 EPS - Operations prior to Sylvan

  Ventures - Diluted              $0.18     ($0.34)



Operating Profit:

 Learning Centers                  $4,119    $2,942      40%

 Education Solutions               $4,934    $6,923     -29%

 English Language                    $530      ($41)   1393%

 International Universities        $5,759    $3,094      86%



(1) Ventures loss is presented net of tax benefit ($13,409) and

    minority interest allocations ($6,203).



                                     Year Ended December 31,

                                   2000      1999    % Variance

                                  -------- --------- --------



Revenues

 Franchise Services               $37,312   $34,160       9%

 Company-owned Learning

  Center                           47,732    42,153      13%

 Schulerhilfe                      13,899    14,351      -3%

                                  -------- --------- --------

  Learning Centers total           98,943    90,664       9%

                                  -------- --------- --------



  Sylvan At School                 64,502    63,179       2%

  Career Starters                   3,860     2,562      51%

  Canter                           36,814    35,522       4%

                                  -------- --------- --------

  Education Solutions total       105,176   101,263       4%

                                  -------- --------- --------



  English Language Instruction

   total                           49,949    52,848      -5%

                                  -------- --------- --------



   Universidad Europea de Madrid   45,240    32,275      40%

   Les Roche                        6,304         -       NA

   Chile                              915         -       NA

   UVM                             10,123         -       NA

                                  -------- --------- --------

  International Universities

   total                           62,582    32,275      94%

                                  -------- --------- --------



Total Revenues                    316,650   277,050      14%

                                  -------- --------- --------



Operating Expense



 Divisional Operating Expenses

  - total                         270,619   213,581      27%

 Restructuring costs                    -     3,569    -100%

 Non-recurring expenses                 -     9,978    -100%

 General & Administrative          20,306    23,903     -15%

                                  -------- --------- --------



Total Operating Expenses          290,925   251,031      16%



Operating Income                   25,725    26,019      -1%



Non-Operating items

 Interest & Other Income           22,068     1,170    1786%

 Loss on investment                     -   (13,370)   -100%

 Interest Expense                  (7,322)   (4,041)    -81%

 Equity in Affiliates of Sylvan      (981)   (2,356)     58%

 Minority Interest                 (1,673)     (319)   -424%

 Exchange Gain/(Loss)              (2,029)      (48)  -4127%

                                  -------- --------- --------

Total Non-Operating items          10,063   (18,964)   -153%



Pretax Income (Loss) before

 Sylvan Ventures                   35,788     7,055     407%

 Income Tax (Expense) Benefit     (12,168)    1,284   -1048%

 Sylvan's Interest in Sylvan

  Ventures (1)                    (25,237)        -       NA

                                  -------- --------- --------



Income (Loss) from

 Continuing Operations             (1,617)    8,339    -119%

                                  -------- --------- --------



Discontinued Operations:

 Income (loss) from operations

  of discontinued

  operations, net of tax           (3,967)    4,964    -180%

 Gain (loss) on disposal of

  discontinued operations,

  after tax                       310,807   (26,968)   1253%

                                  -------- --------- --------



Net Income (Loss) before

 Cumulative Effect

 of Change in Accounting Principle 305,223   (13,665)   2334%

                                  -------- --------- --------

Cumulative Effect of Change in

 Accounting Principle,

 net of tax                             -    (1,323)    100%

                                  -------- --------- --------



Net Income (Loss)                 $305,223 ($14,988)   2136%

                                  -------- --------- --------



 Earnings per share



 Weighted Average Shares Outstand

  - Basic                          43,501    51,642



 Weighted Average Shares

  Outstanding - Diluted            47,406    53,157



 EPS - Net Income (Loss)

  - Diluted                         $7.02    ($0.28)



 EPS - Continuing Operations       ($0.04)    $0.16



 EPS - Operations prior to

  Sylvan Ventures - Diluted         $0.53     $0.16



Operating Profit:

 Learning Centers                 $22,105   $25,364      13%

 Education Solutions              $16,131   $20,308      21%

 English Language                  $2,818   $14,942      81%

 International Universities        $4,977    $2,855      74%



(1) Ventures loss is presented net of tax benefit ($16,475) and

    minority interest ($9,133).




Contact:

     Sylvan Learning Systems, Inc.

     Sean Creamer

     Vice President, Corporate Finance

     (410) 843-8991

                    OR

     Steve Drake

     Vice President, Public Relations

     (410) 843-6295

                    OR

     Chris Symanoskie

     Manager, Investor Relations

     (410) 843-6394