CECO CECO Environmental Corporation

Career Education Corporation (NASDAQ:CECO) today commented on dissident Steve Bostic's announced plans to launch a proxy contest to elect three directors at the company's 2006 annual meeting of shareholders. "Our management and independent board of directors have taken significant actions over the past year to strengthen corporate governance, regulatory compliance and improve operating performance," said John Larson, Chairman and CEO of Career Education Corporation. "We were therefore disappointed by today's announcement by Mr. Bostic, especially in the wake of Mr. Bostic's recent supportive comments about our latest round of governance enhancements." In a public statement just last week, Mr. Bostic expressed his support for Career Education Corporation's recent corporate governance decisions by stating: "We finally got everything we wanted." Larson continued, "Our company has made every attempt to be responsive to all of our shareholders, including Mr. Bostic. We have met with Mr. Bostic several times during the past year and immediately offered to do so again upon receipt of his latest letter. We regret that -- for his own reasons -- he has for the second year in a row deliberately chosen to embark on an expensive, time-consuming and counterproductive proxy fight rather than accept our offer to meet and further discuss his issues." "We have been and fully intend to continue addressing the issues Mr. Bostic has raised," said Larson. "We will continue to focus on creating value for shareholders by delivering high quality education to our students while adhering to the industry's highest standards of integrity and business practices." Larson noted that the company has made significant enhancements to its corporate compliance practices, and has also strengthened its internal controls in both the finance and regulatory compliance areas with steps such as the following: -- Requiring direct oversight of Compliance by the Audit Committee of the Board. -- Forming a Compliance Steering Committee and hiring an experienced and well-qualified project manager to assess the effectiveness of all of its compliance practices and to direct corrective actions where warranted. -- Mandating that all employees attend ethics training and requiring that they continue to adhere to the highest levels of ethical behavior as set forth in the company's Code of Ethics. With regard to American InterContinental University, the company said that the University has been working closely with the Commission on Colleges of the Southern Association of Colleges and Schools to implement a comprehensive action plan to address the Commission's concerns and to ensure that their recommendations are followed stringently. "While much remains to be done to address the challenges the company and the entire for-profit education sector face, we are confident that our strategies are the right ones," said Larson. "We have been pleased that others, including independent analysts, are now citing Career Education Corporation as being at 'the forefront of best governance practices, and certainly within the higher education group.'" Larson said the company intends to address many of the questions Mr. Bostic raises, and will discuss its plans for creating value for all of its stakeholders on its February 15th earnings conference call with investors. He added, "We have communicated to Mr. Bostic our willingness to meet with him individually following that call and hope he will reconsider the actions he announced today." About Career Education Corporation Career Education Corporation (www.careered.com), through its colleges, schools and universities, offers quality higher education to more than 100,000 students both on-campus and online in a variety of career-oriented disciplines. CEC reports and discusses its operating results in two separate segments: the Colleges, Schools and Universities segment, which represents the results of the campuses providing education on-ground, and the Online Education Group, which represents the results of its campuses providing education online. The Colleges, Schools and Universities segment includes more than 70,000 students attending one of 80-plus campuses owned by CEC. The on-ground campuses are located throughout the U.S., Canada, France, the United Kingdom, and the United Arab Emirates and offer doctoral degree, master's degree, bachelor's degree, associate degree, and diploma programs in the career-oriented disciplines of business studies, visual communication and design technologies, health education, information technology, and culinary arts. The Online Education Group segment includes more than 30,000 students attending the web-based virtual campuses of either American InterContinental University Online or Colorado Technical University Online. The online campuses of these two universities collectively offer a variety of degrees in information technology, computer science, business, visual communication, health sciences, criminal justice, and education. Important Information Career Education Corporation plans to file with the Securities and Exchange Commission (the "SEC") and mail to its stockholders a Proxy Statement in connection with its 2006 Annual Meeting, and advises its security holders to read the Proxy Statement relating to the 2006 Annual Meeting when it becomes available because it will contain important information. Security holders may obtain a free copy of the Proxy Statement and any other relevant documents (when available) that Career Education Corporation files with the SEC at the SEC's web site at http://www.sec.gov. The Proxy Statement and these other documents may also be obtained free from Career Education Corporation by directing a request to Career Education Corporation, ATTN: Investor Relations, 2895 Greenspoint Parkway, Suite 600, Hoffman Estates, IL 60195, or to Georgeson Shareholder Communications Inc. by toll-free telephone at 888 206-5970, or by mail at 17 State Street, 10th Floor, New York, NY 10004. Certain Information Regarding Participants Career Education Corporation, its directors and named executive officers may be deemed to be participants in the solicitation of Career Education Corporation's security holders in connection with its 2006 Annual Meeting. Security holders may obtain information regarding the names, affiliations and interests of such individuals in Career Education Corporation's Annual Report on Form 10-K for the year ended December 31, 2004 and its proxy statement, dated April 21, 2005, each of which is filed with the SEC. To the extent holdings of Career Education Corporation have changed since the amounts printed in the proxy statement, dated April 21, 2005, such changes have been reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Except for the historical and present factual information contained herein, the matters set forth in this release, including statements identified by words such as "anticipate," "believe," "plan," "expect," "intend," "project," "will," and similar expressions, are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on information currently available to us and are subject to various risks, uncertainties, and other factors, that could cause our actual growth, results of operations, performance and business prospects, and opportunities to differ materially from those expressed in, or implied by, these statements. Except as expressly required by federal securities laws, we undertake no obligation to update such factors or to publicly announce the results of any of the forward-looking statements contained herein to reflect future events, developments, or changed circumstances, or for any other reason. These risks and uncertainties, the outcome of which could materially and adversely affect our financial condition and operations, include, but are not limited to, the following: risks related to our ability to comply with, and the impact of changes in, legislation and regulations that affect our ability to participate in student financial aid programs; costs, risks and effects of legal and administrative proceedings and investigations and governmental regulations, including the pending Securities and Exchange Commission and Justice Department investigations and, class action, derivative, and other lawsuits; risks related to our ability to comply with accrediting agency requirements or obtain accrediting agency approvals; costs and difficulties related to the integration of acquired businesses; risks related to our ability to manage and continue growth; future financial and operational results; risks related to competition, general economic conditions, and other risk factors relating to our industry and business, and the factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2004, and from time to time in our other reports filed with the Securities and Exchange Commission.