<PAGE> 1
Exhibit 11.1
EDISON SCHOOLS, INC.
COMPUTATION OF PRO FORMA EARNINGS (LOSS) PER SHARE
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
For the nine months ended For the nine months ended
March 31, 1999 March 31, 2000
------------------------- -------------------------
<S> <C> <C>
Net (loss) $ (20,161) $ (27,851)
---------- ------------
Common stock outstanding at:
July 1, 1998, Class A 22,348,350 28,186,763
July 1, 1998, Class B 2,483,150 3,131,852
Add:
Class A Common 2,227,392 6,710,314
Class B Common 247,488 343,227
---------- ----------
Pro forma weighted average number of shares
outstanding, assuming conversion of
convertible preferred existing during the
period 27,306,380 38,372,066
========== ===========
Pro forma net loss per share $ (0.74) $ (0.73)
========== ==========
</TABLE>
COMPUTATIONS OF PRO FORMA WEIGHTED AVERAGE SHARES OUTSTANDING
FROM JULY 1, 1998 TO MARCH 31, 1999
<TABLE>
<CAPTION>
Common
Stock Common
Date Equivalents Class A Class B Stock
No. of Shares Issued Issued % Common Common Equivalents
-------------------- ------ ------------ --------- ---------- -----------
<S> <C> <C> <C> <C> <C>
49,663,000 Class A Common shares
outstanding @ July 1, 1998 100% 22,348,350 22,348,350
49,663,000 Class B Common shares
outstanding @ July 1, 1998 100% 2,483,150 2,483,150
4,271,352 Issued from conversion of
Series D Preferred Stock--
8/27/98* 79.6% 1,529,269 169,919 1,699,188
3,945,224 Issued from conversion of
Series D Preferred Stock--
12/14/98* 39.3% 698,123 77,569 775,692
------------ -----------
107,542,576 27,306,380
=========== ===========
</TABLE>
COMPUTATIONS OF PRO FORMA WEIGHTED AVERAGE SHARES OUTSTANDING
FROM JULY 1, 1999 TO MARCH 31, 2000
<TABLE>
<CAPTION>
Common
Stock Common
Date Equivalents Class A Class B Stock
No. of Shares Issued Issued % Common Common Equivalents
-------------------- ------ ------------ --------- --------- -----------
<S> <C> <C> <C> <C> <C>
62,637,052 Class A Common shares
outstanding @ July 1, 1999 100% 28,186,673 28,186,673
62,637,052 Class B Common shares
outstanding @ July 1, 1999 100% 3,131,852 3,131,852
4,878,048 Issued from conversion of 96.7% 2,123,281 235,921 2,359,202
Series F Preferred Stock--
7/9/99*
1,909,190 Issued from conversion of 90.5% 777,908 86,434 864,342
Series F Preferred Stock--
7/26/99*
13,600,000 Issued in initial public 49.5% 3,362,909 -- 3,362,909
offering--11/15/99
1,450,000 Issued in connection with 49.5% 325,064 36,118 361,182
exercise of stock options--
11/15/99
495,864 Issued in connection with 38.5% 95,567 -- 95,567
exercise of warrants--
12/15/99
-- Conversion of shares from 13,469 (13,469) --
Class B to Class A--
1/7/00
35,000 Issued in connection with 27.6% 4,836 -- 4,836
exercise of warrants--
1/14/00
16,500 Issued in connection with
exercise of stock options--
2/11/00 17.5% 1,440 -- 1,440
30,000 Issued in connection with
exercise of stock options--
3/3/00 9.8% 1,473 -- 1,473
47,520 Issued in connection with
exercise of warrants--
3/4/00 9.5% 2,246 -- 2,246
-- Conversion of Shares
from Class B to Class A--
3/21/00 1,777 (1,777) --
94,504 Issued in connection with 0.7% 344 -- 344
exercise of warrants--
3/29/00
----------- ----------
147,830,730 36,372,066
=========== ==========
</TABLE>
* Under the if-converted method, all issuances of Convertible Preferred Stock
are treated as outstanding from the beginning of the period, or, at time of
issuance, if later.