~~LAUREATE EDUCATION, INC. AND SUBSIDIARIES~~

~~Consolidated Statements of Operations~~

~~IN THOUSANDS, except per share amounts~~

For the six months ended June 30, 2019 2018
(Unaudited) (Unaudited)
Revenues $ 1,623,598
$ 1,649,412
Costs and expenses:
Direct costs 1,372,644
1,403,309
General and administrative expenses 121,316
120,504
Loss on impairment of assets 470
—
Operating income 129,168
125,599
Interest income 6,397
5,856
Interest expense (96,122 ) (123,445 )
Loss on debt extinguishment (26,217 ) (7,481 )
Gain on derivatives 7,815
92,256
Other income, net 8,055
2,506
Foreign currency exchange gain (loss), net 4,158
(17,450 )
Income from continuing operations before income taxes and equity in net income of affiliates 33,254
77,841
Income tax expense (39,287 ) (69,595 )
Equity in net income of affiliates, net of tax 219
—
(Loss) income from continuing operations (5,814 ) 8,246
Income from discontinued operations, including tax expense of $13,292 and $42,618, respectively 90,174
56,925
Gain on sales of discontinued operations, net, including tax benefit of $34,744 and $20,792, respectively 889,521
330,330
Net income 973,881
395,501
Net income attributable to noncontrolling interests (1,046 ) (2,210 )
Net income attributable to Laureate Education, Inc. $ 972,835
$ 393,291

Accretion of other redeemable noncontrolling interests and equity and Series A convertible redeemable preferred stock 457
(61,727 )
Gain upon conversion of Series A convertible redeemable preferred stock —
74,110
Net income available to common stockholders $ 973,292
$ 405,674

Basic earnings per share:
(Loss) income from continuing operations $ (0.03 ) $ 0.09
Income from discontinued operations 4.36
1.92
Basic earnings per share $ 4.33
$ 2.01
Diluted earnings per share:
(Loss) income from continuing operations $ (0.03 ) $ 0.03
Income from discontinued operations 4.36
1.72
Diluted earnings per share $ 4.33
$ 1.75

~~The accompanying notes are an integral part of these consolidated financial statements.~~

LAUREATE EDUCATION, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

IN THOUSANDS



For the three months ended March 31,	2020		2019
	(Unaudited)		(Unaudited)
Net income	$	98,316	$	194,265
Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax of $0 for both periods	(330,116)		49,551
Unrealized gain on derivative instruments, net of tax of $0	—		2,609
Minimum pension liability adjustment, net of tax of $0	(932)		—
Total other comprehensive (loss) income	(331,048)		52,160
Comprehensive (loss) income	(232,732)		246,425
Net comprehensive loss (income) attributable to noncontrolling interests	540		(3,052)
Comprehensive (loss) income attributable to Laureate Education, Inc.	$	(232,192)	$	243,373

For the three months ended June 30, 2019 2018
(Unaudited) (Unaudited)
Net income $ 779,616
$ 223,956
Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax of $0 for both periods 10,188
(196,672 )
Unrealized (loss) gain on derivative instruments, net of tax of $0 for both periods (10,559 ) 10,126
Total other comprehensive loss (371 ) (186,546 )
Comprehensive income 779,245
37,410
Net comprehensive loss (income) attributable to noncontrolling interests 2,063
(15 )
Comprehensive income attributable to Laureate Education, Inc. $ 781,308
$ 37,395

The accompanying notes are an integral part of these consolidated financial statements.

~~LAUREATE EDUCATION, INC. AND SUBSIDIARIES~~

~~Consolidated Statements of Comprehensive Income~~

~~IN THOUSANDS~~

For the six months ended June 30, 2019 2018
(Unaudited) (Unaudited)
Net income $ 973,881
$ 395,501
Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax of $0 for both periods 59,739
(113,303 )
Unrealized (loss) gain on derivative instruments, net of tax of $0 for both periods (7,950 ) 12,336
Minimum pension liability adjustment, net of tax of $0 —
376
Total other comprehensive income (loss) 51,789
(100,591 )
Comprehensive income 1,025,670
294,910
Net comprehensive income attributable to noncontrolling interests (989 ) (2,402 )
Comprehensive income attributable to Laureate Education, Inc. $ 1,024,681
$ 292,508

~~The accompanying notes are an integral part of these consolidated financial statements.~~

LAUREATE EDUCATION, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

IN THOUSANDS, except per share amounts



	June 30, 2019			December 31, 2018				March 31, 2020		December 31, 2019
Assets	(Unaudited)						Assets	(Unaudited)
Current assets:							Current assets:
Cash and cash equivalents (includes VIE amounts of $69,692 and $158,387, see Note 2)	$	236,412		$	388,490
Cash and cash equivalents (includes VIE amounts of $145,502 and $157,003, see Note 2)							Cash and cash equivalents (includes VIE amounts of $145,502 and $157,003, see Note 2)	$	546,675	$	339,629
Restricted cash	188,938			201,300			Restricted cash	196,385		186,921
Receivables:							Receivables:
Accounts and notes receivable	531,390			399,322			Accounts and notes receivable	535,408		432,910
Other receivables	13,943			11,596			Other receivables	20,785		18,350
Allowance for doubtful accounts	(177,167		)	(161,649		)	Allowance for doubtful accounts	(173,173)		(190,785)
Receivables, net	368,166			249,269			Receivables, net	383,020		260,475

Income tax receivable	42,094			18,515			Income tax receivable	39,948		22,416
Prepaid expenses and other current assets	98,083			53,187			Prepaid expenses and other current assets	73,582		49,686
Current assets held for sale	187,166			306,372			Current assets held for sale	72,415		83,800
Total current assets (includes VIE amounts of $424,040 and $483,613, see Note 2)	1,120,859			1,217,133
Total current assets (includes VIE amounts of $422,752 and $346,125, see Note 2)							Total current assets (includes VIE amounts of $422,752 and $346,125, see Note 2)	1,312,025		942,927

Notes receivable, net	14,613			2,397			Notes receivable, net	12,296		9,882
Property and equipment:							Property and equipment:
Land	239,860			234,826			Land	205,826		229,663
Buildings	668,619			645,177			Buildings	597,641		662,376
Furniture, equipment and software	1,013,347			968,468			Furniture, equipment and software	855,607		952,599
Leasehold improvements	335,259			356,824			Leasehold improvements	286,184		329,011
Construction in-progress	40,720			60,919			Construction in-progress	63,064		57,393
Accumulated depreciation and amortization	(1,059,335		)	(987,279		)	Accumulated depreciation and amortization	(937,277)		(1,031,823)
Property and equipment, net	1,238,470			1,278,935			Property and equipment, net	1,071,045		1,199,219

Operating lease right-of-use assets, net	937,884			—			Operating lease right-of-use assets, net	768,747		861,878
Land use rights, net	1,607			1,552			Land use rights, net	1,329		1,628
Goodwill	1,737,455			1,707,089			Goodwill	1,501,042		1,701,495
Other intangible assets:							Other intangible assets:
Tradenames	1,134,648			1,126,244			Tradenames	1,069,084		1,119,454
Other intangible assets, net	2,076			25,429			Other intangible assets, net	1,045		1,431
Deferred costs, net	70,283			66,835			Deferred costs, net	64,156		69,998
Deferred income taxes	150,076			136,487			Deferred income taxes	333,325		125,417
Derivative instruments	—			3,259

Other assets	189,958			172,817			Other assets	146,672		176,326
Long-term assets held for sale	493,859			1,031,459			Long-term assets held for sale	216,316		305,973
Total assets (includes VIE amounts of $1,133,619 and $1,196,813, see Note 2)	$	7,091,788		$	6,769,636
Total assets (includes VIE amounts of $981,102 and $948,632, see Note 2)							Total assets (includes VIE amounts of $981,102 and $948,632, see Note 2)	$	6,497,082	$	6,515,628

The accompanying notes are an integral part of these consolidated financial statements.

LAUREATE EDUCATION, INC. AND SUBSIDIARIES

Consolidated Balance Sheets (continued)

IN THOUSANDS, except per share amounts

June 30, 2019 December 31, 2018
Liabilities and stockholders' equity (Unaudited)
Current liabilities:
Accounts payable $ 70,908
$ 67,303
Accrued expenses 231,836
227,583
Accrued compensation and benefits 172,745
196,355
Deferred revenue and student deposits 283,763
193,226
Current portion of operating leases 95,697
—
Current portion of long-term debt and finance leases 136,127
101,866
Current portion of due to shareholders of acquired companies 14,239
23,820
Income taxes payable 30,360
20,901
Derivative instruments —
4,021
Other current liabilities 30,649
46,621
Current liabilities held for sale 139,162
308,391
Total current liabilities (includes VIE amounts of $190,725 and $207,977, see Note 2) 1,205,486
1,190,087
Long-term operating leases, less current portion 862,369
—
Long-term debt and finance leases, less current portion 1,222,142
2,593,585
Due to shareholders of acquired companies, less current portion 21,626
21,571
Deferred compensation 13,059
12,778
Income taxes payable 86,367
93,460
Deferred income taxes 227,677
217,558
Derivative instruments —
6,656
Other long-term liabilities 169,627
214,306
Long-term liabilities held for sale 163,859
354,293
Total liabilities (includes VIE amounts of $318,677 and $274,744, see Note 2) 3,972,212
4,704,294
Redeemable noncontrolling interests and equity 12,493
14,396
Stockholders' equity:
Preferred stock, par value $0.001 per share – 49,889 shares authorized as of June 30, 2019 and December 31, 2018, respectively, no shares issued and outstanding as of June 30, 2019 and December 31, 2018 —
—
Class A common stock, par value $0.004 per share – 700,000 shares authorized, 118,806 shares issued and outstanding as of June 30, 2019 and 107,450 shares issued and outstanding as of December 31, 2018 475
430
Class B common stock, par value $0.004 per share – 175,000 shares authorized, 105,866 shares issued and outstanding as of June 30, 2019 and 116,865 shares issued and outstanding as of December 31, 2018 423
467
Additional paid-in capital 3,707,305
3,703,796
Retained earnings (accumulated deficit) 470,860
(530,919 )
Accumulated other comprehensive loss (1,060,849 ) (1,112,695 )
Total Laureate Education, Inc. stockholders' equity 3,118,214
2,061,079
Noncontrolling interests (11,131 ) (10,133 )
Total stockholders' equity 3,107,083
2,050,946
Total liabilities and stockholders' equity $ 7,091,788
$ 6,769,636



	March 31, 2020		December 31, 2019
Liabilities and stockholders' equity	(Unaudited)
Current liabilities:
Accounts payable	$	91,285	$	119,523
Accrued expenses	211,347		214,808
Accrued compensation and benefits	112,672		182,080
Deferred revenue and student deposits	505,716		216,816
Current portion of operating leases	84,241		91,558
Current portion of long-term debt and finance leases	191,254		118,822
Current portion of due to shareholders of acquired companies	8,587		11,523
Income taxes payable	24,085		25,501


Other current liabilities	21,572		25,969
Current liabilities held for sale	60,602		64,204
Total current liabilities (includes VIE amounts of $267,151 and $142,343, see Note 2)	1,311,361		1,070,804
Long-term operating leases, less current portion	712,564		792,358
Long-term debt and finance leases, less current portion	1,411,686		1,260,317
Due to shareholders of acquired companies, less current portion	8,282		9,995
Deferred compensation	12,839		12,744
Income taxes payable	53,675		62,200
Deferred income taxes	190,563		218,378

Other long-term liabilities	143,353		147,472
Long-term liabilities held for sale	70,988		124,914
Total liabilities (includes VIE amounts of $395,516 and $257,199, see Note 2)	3,915,311		3,699,182
Redeemable noncontrolling interests and equity	11,963		12,295
Stockholders' equity:
Preferred stock, par value $0.001 per share – 49,889 shares authorized as of March 31, 2020 and December 31, 2019, respectively, 0 shares issued and outstanding as of March 31, 2020 and December 31, 2019	—		—
Class A common stock, par value $0.004 per share – 700,000 shares authorized, 136,702 shares issued and 119,075 shares outstanding as of March 31, 2020 and 135,583 shares issued and 119,575 shares outstanding as of December 31, 2019	546		542
Class B common stock, par value $0.004 per share – 175,000 shares authorized, 90,813 shares issued and outstanding as of March 31, 2020 and 90,831 shares issued and outstanding as of December 31, 2019	363		363
Additional paid-in capital	3,752,186		3,724,636
Retained earnings	536,124		436,509
Accumulated other comprehensive loss	(1,405,788)		(1,073,981)
Treasury stock at cost (17,627 shares held at March 31, 2020 and 16,008 shares held at December 31, 2019)	(300,309)		(271,106)
Total Laureate Education, Inc. stockholders' equity	2,583,122		2,816,963
Noncontrolling interests	(13,314)		(12,812)
Total stockholders' equity	2,569,808		2,804,151
Total liabilities and stockholders' equity	$	6,497,082	$	6,515,628

The accompanying notes are an integral part of these consolidated financial statements.

LAUREATE EDUCATION, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

IN THOUSANDS


For the six months ended June 30,	2019			2018
For the three months ended March 31,							For the three months ended March 31,	2020		2019
Cash flows from operating activities	(Unaudited)			(Unaudited)			Cash flows from operating activities	(Unaudited)		(Unaudited)
Net income	$	973,881		$	395,501		Net income	$	98,316	$	194,265
Adjustments to reconcile net income to net cash provided by operating activities:							Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	97,384			130,164			Depreciation and amortization	44,161		47,644
Amortization of operating lease right-of-use assets	62,788			—			Amortization of operating lease right-of-use assets	23,257		33,374
Loss on impairment of assets	470			—			Loss on impairment of assets	3,768		—
Gain on sales of subsidiaries and disposal of property and equipment, net	(852,348		)	(309,918		)
Loss (gain) on sales of subsidiaries and disposal of property and equipment, net							Loss (gain) on sales of subsidiaries and disposal of property and equipment, net	21,175		(246,803)
Gain on derivative instruments	(7,977		)	(92,680		)	Gain on derivative instruments	(802)		(5,343)
Payments for settlement of derivative contracts	(8,233		)	—			Payments for settlement of derivative contracts	—		(8,233)
Loss on debt extinguishment	26,217			7,481			Loss on debt extinguishment	—		10,622
Non-cash interest expense	(317		)	11,023			Non-cash interest expense	5,091		5,076

Non-cash share-based compensation expense	8,004			3,931			Non-cash share-based compensation expense	1,984		3,149
Bad debt expense	62,410			58,282			Bad debt expense	22,912		23,650
Deferred income taxes	4,744			(660		)	Deferred income taxes	(248,701)		8,835
Unrealized foreign currency exchange (gain) loss	(5,246		)	18,721			Unrealized foreign currency exchange (gain) loss	(29,720)		5,458
Non-cash loss (gain) from non-income tax contingencies	4,609			(928		)
Non-cash loss from non-income tax contingencies							Non-cash loss from non-income tax contingencies	6,514		4,561
Other, net	(4,117		)	(10,032		)	Other, net	3,982		1,537
Changes in operating assets and liabilities:							Changes in operating assets and liabilities:
Receivables	(221,719		)	(184,005		)	Receivables	(173,760)		(264,944)
Prepaid expenses and other assets	(78,740		)	(83,347		)	Prepaid expenses and other assets	(32,084)		(62,433)
Accounts payable and accrued expenses	(33,562		)	(54,020		)	Accounts payable and accrued expenses	(64,924)		(47,929)
Income tax receivable/payable, net	(53,183		)	11,951			Income tax receivable/payable, net	2,709		(45,012)
Deferred revenue and other liabilities	57,482			100,372			Deferred revenue and other liabilities	312,593		387,500
Net cash provided by operating activities	32,547			1,836
Net cash (used in) provided by operating activities							Net cash (used in) provided by operating activities	(3,529)		44,974
Cash flows from investing activities							Cash flows from investing activities
Purchase of property and equipment	(62,801		)	(93,741		)	Purchase of property and equipment	(24,582)		(32,319)
Expenditures for deferred costs	(8,022		)	(7,732		)	Expenditures for deferred costs	(3,500)		(3,488)
Receipts from sales of discontinued operations, net of cash sold, property and equipment and other	1,161,440			374,713
Settlement of derivatives related to sale of discontinued operations and net investment hedge	12,866			(9,960		)
Receipts from sales of discontinued operations, net of cash sold, and property and equipment							Receipts from sales of discontinued operations, net of cash sold, and property and equipment	4,032		330,998

Business acquisitions, net of cash acquired	(1,205		)	—			Business acquisitions, net of cash acquired	—		(1,194)

Payments from related parties	87			983			Payments from related parties	87		87
Net cash provided by investing activities	1,102,365			264,263

Net cash (used in) provided by investing activities							Net cash (used in) provided by investing activities	(23,963)		294,084
Cash flows from financing activities							Cash flows from financing activities
Proceeds from issuance of long-term debt, net of original issue discount	507,691			298,726			Proceeds from issuance of long-term debt, net of original issue discount	499,479		90,630
Payments on long-term debt	(1,877,310		)	(671,721		)	Payments on long-term debt	(226,505)		(532,592)
Payments of deferred purchase price for acquisitions	(12,133		)	(5,875		)	Payments of deferred purchase price for acquisitions	(1,488)		(369)
Payments to purchase noncontrolling interests	(5,761		)	(127		)
Payment of dividends on Series A Preferred Stock	—			(11,103		)
Withholding of shares to satisfy tax withholding for vested stock awards	(1,251		)	(1,744		)
Payments of debt issuance costs and redemption premiums	(5,949		)	(303		)

Proceeds from exercise of stock options							Proceeds from exercise of stock options	26,754		—
Payments to repurchase common stock							Payments to repurchase common stock	(29,203)		—
Withholding of shares to satisfy tax withholding for vested stock awards and exercised stock options							Withholding of shares to satisfy tax withholding for vested stock awards and exercised stock options	(1,140)		(1,420)
Payments of debt issuance costs							Payments of debt issuance costs	—		(5,226)

Distributions to noncontrolling interest holders	(1,363		)	(912		)	Distributions to noncontrolling interest holders	—		(625)
Net cash used in financing activities	(1,396,076		)	(393,059		)
Net cash provided by (used in) financing activities							Net cash provided by (used in) financing activities	267,897		(449,602)
Effects of exchange rate changes on Cash and cash equivalents and Restricted cash	8,651			3,822			Effects of exchange rate changes on Cash and cash equivalents and Restricted cash	(33,613)		2,042
Change in cash included in current assets held for sale	88,073			14,082			Change in cash included in current assets held for sale	9,718		(2,825)
Net change in Cash and cash equivalents and Restricted cash	(164,440		)	(109,056		)	Net change in Cash and cash equivalents and Restricted cash	216,510		(111,327)
Cash and cash equivalents and Restricted cash at beginning of period	589,790			532,782			Cash and cash equivalents and Restricted cash at beginning of period	526,550		583,572
Cash and cash equivalents and Restricted cash at end of period	$	425,350		$	423,726		Cash and cash equivalents and Restricted cash at end of period	$	743,060	$	472,245

The accompanying notes are an integral part of these consolidated financial statements.

Laureate Education, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Dollars and shares in thousands)

Note 1. 1. Description of Business

Laureate Education, Inc. and subsidiaries (hereinafter Laureate, we, us, our, or the Company) provide higher education programs and services to students through an international ~~network~~portfolio of licensed universities and higher education institutions (institutions). Laureate's programs are provided through institutions that are campus-based and internet-based, or through electronically distributed educational programs (online). ~~On October 1, 2015,~~In response to the COVID-19 pandemic, we ~~redomiciled~~have temporarily transitioned the educational delivery method at all of our campus-based institutions to be online and are leveraging our existing technologies and learning platforms to serve students outside of the traditional classroom setting.

We are domiciled in Delaware as a public benefit corporation, as a demonstration of our long-term commitment to our mission to benefit our students and society. The Company completed its initial public offering (IPO) on February 6, 2017 and its shares are listed on the Nasdaq Global Select Market under the symbol ~~‘‘LAUR.’’~~“LAUR.”

Discontinued Operations

On August 9, 2018, the Company announced the divestiture of additional subsidiaries located in Europe, Asia and Central America, which ~~are~~were included in the Rest of World, ~~(formerly called EMEAA),~~ Andean, and Central America (formerly ~~called Andean & Iberian), and~~ Central America & U.S. ~~Campuses~~Campuses) segments. Previously, the Company had announced the divestiture of certain subsidiaries in the Rest of World and Central America ~~& U.S. Campuses~~ segments. After completing all of these announced divestitures, the Company’s remaining principal markets ~~will~~would be Brazil, Chile, Mexico and Peru, along with the Online & Partnerships segment and the institutions in Australia and New Zealand. This ~~represents~~represented a strategic shift that ~~will have~~had a major effect on the ~~Company's~~Company’s operations and financial results. Accordingly, all of the divestitures that ~~are~~were part of this strategic shift, including the divestitures announced on August 9, 2018 and those announced previously, as well as the Company's operations in the Kingdom of Saudi Arabia that were managed under a contract that expired on August 31, 2019 and was not renewed, are ~~now~~ accounted for as discontinued operations for all periods presented in accordance with Accounting Standards Codification (ASC) 205-20, ~~‘‘Discontinued Operations’’~~“Discontinued Operations” (ASC 205). See Note 4, Discontinued Operations and Assets Held for Sale, for more information. Unless indicated otherwise, the information in the footnotes to the Consolidated Financial Statements relates to continuing operations.

Exploration of Strategic Alternatives

On January 27, 2020, Laureate announced that its Board of Directors had authorized the Company to explore strategic alternatives for each of its businesses to unlock shareholder value. As part of this process, the Company will evaluate all potential options for its remaining businesses, including sales, spin-offs or business combinations. There can be no assurance as to the outcome of this process, including whether it will result in the completion of any transaction, as to the values that may be realized from any potential transaction or as to how long the review process will take. The rationale for embarking on the strategic review process has not changed. However, as a result of the COVID-19 pandemic and its continuing effect on market conditions, the strategic review is progressing at a slower pace than anticipated. During the quarter ended March 31, 2020, no additional entities met the held-for-sale criteria and therefore, there were no changes to the entities classified as Discontinued Operations.

The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, these financial statements include all adjustments considered necessary to present a fair statement of our consolidated results of operations, financial position and cash flows. Operating results for any interim period are not necessarily indicative of the results that may be expected for the full year. These unaudited Consolidated Financial Statements should be read in conjunction with Laureate's audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018~~2019 (the ~~2018~~2019 Form 10-K).

Note 2. 2. Significant Accounting Policies

The Variable Interest Entity (VIE) Arrangements

Laureate consolidates in its financial statements certain internationally based educational organizations that do not have shares or other equity ownership interests. Although these educational organizations may be considered not-for-profit entities in their home countries and they are operated in compliance with their respective not-for-profit legal regimes, we believe they do not meet the definition of a not-for-profit entity under GAAP, and therefore we treat them as ~~‘‘for-profit’’~~“for-profit” entities for accounting purposes. These entities generally cannot declare dividends or distribute their net assets to the entities that control them.

Under ASC 810-10, ~~‘‘Consolidation,’’~~“Consolidation,” we have determined that these institutions are VIEs and that Laureate is the primary beneficiary of these VIEs because we have, as further described herein: (1) the power to direct the activities of the VIEs that most significantly affect their educational and economic performance and (2) the right to receive economic benefits from contractual and other arrangements with the VIEs that could potentially be significant to the VIEs. We account for the acquisition of the right to control a VIE in accordance with ASC 805, ~~‘‘Business~~“Business Combinations.’’”

The VIEs in Brazil, for 2019, and Mexico ~~comprise~~include several not-for-profit foundations that ~~have~~had insignificant revenues and operating expenses. Selected Consolidated Statements of Operations information for VIEs that are included in continuing operations was as follows, net of the charges related to the above-described contractual arrangements:

For the three months ended June 30, For the six months ended June 30,
2019 2018 2019 2018
Selected Statements of Operations information:
Revenues, by segment:
Brazil $ —
$ —
$ —
$ —
Mexico —
86
—
86
Andean 148,472
150,504
204,922
205,540
Revenues 148,472
150,590
204,922
205,626

Depreciation and amortization 6,890
6,490
12,986
13,235

Operating income (loss), by segment:
Brazil (17 ) (22 ) (34 ) (40 )
Mexico (99 ) (71 ) (196 ) (228 )
Andean 44,519
34,011
17,299
(5,240 )
Operating income (loss) 44,403
33,918
17,069
(5,508 )

Net income 41,785
39,042
17,585
4,047
Net income attributable to Laureate Education, Inc. 41,785
39,042
17,585
4,047



For the three months ended March 31,	2020		2019
Selected Statements of Operations information:
Revenues, by segment:
Brazil	$	—	$	—
Mexico	5		—
Andean	36,466		56,450



Revenues	36,471		56,450

Depreciation and amortization	5,924		6,096

Operating loss, by segment:
Brazil	—		(18)
Mexico	(168)		(97)
Andean	(32,305)		(27,220)



Operating loss	(32,473)		(27,335)


Net loss attributable to Laureate Education, Inc.	(30,675)		(24,200)

The following table reconciles the Net ~~income~~loss attributable to Laureate Education, Inc. as presented in the table above, to the amounts in our Consolidated Statements of Operations:



For the three months ended March 31,	2020		2019
Net (loss) income attributable to Laureate Education, Inc.:
Variable interest entities	$	(30,675)	$	(24,200)
Other operations	(82,630)		(45,211)
Corporate and eliminations	212,920		260,654
Net income (loss) attributable to Laureate Education, Inc.	$	99,615	$	191,243

For the three months ended June 30, For the six months ended June 30,
2019 2018 2019 2018
Net income (loss) attributable to Laureate Education, Inc.:
Variable interest entities $ 41,785
$ 39,042
$ 17,585
$ 4,047
Other operations 699,745
238,626
654,533
220,359
Corporate and eliminations 40,062
(53,256 ) 300,717
168,885
Net income attributable to Laureate Education, Inc. $ 781,592
$ 224,412
$ 972,835
$ 393,291

The following table presents selected assets and liabilities of the consolidated VIEs. Except for Goodwill, the assets in the table below include the assets that can be used only to settle the obligations for the VIEs. The liabilities in the table are liabilities for which the creditors of the VIEs do not have recourse to the general credit of Laureate.


	March 31, 2020						December 31, 2019
	VIE		Consolidated		VIE		Consolidated
Balance Sheets data:
Cash and cash equivalents	$	145,502	$	546,675	$	157,003	$	339,629
Current assets held for sale	18,900		72,415		16,050		83,800
Other current assets	258,350		692,935		173,072		519,498
Total current assets	422,752		1,312,025		346,125		942,927

Goodwill	140,673		1,501,042		159,957		1,701,495
Tradenames	55,434		1,069,084		61,691		1,119,454
Other intangible assets, net	—		1,045		—		1,431
Operating lease right-of-use assets, net	62,851		768,747		65,761		861,878
Long-term assets held for sale	62,257		216,316		52,519		305,973
Other long-term assets	237,135		1,628,823		262,579		1,582,470
Total assets	981,102		6,497,082		948,632		6,515,628

Current liabilities held for sale	11,784		60,602		11,741		64,204
Other current liabilities	255,367		1,250,759		130,602		1,006,600
Long-term operating leases, less current portion	53,156		712,564		56,571		792,358
Long-term liabilities held for sale	39,199		70,988		29,666		124,914
Long-term debt and other long-term liabilities	36,010		1,820,398		28,619		1,711,106
Total liabilities	395,516		3,915,311		257,199		3,699,182

Total stockholders' equity	585,586		2,569,808		691,433		2,804,151
Total stockholders' equity attributable to Laureate Education, Inc.	585,586		2,583,122		691,433		2,816,963

~~Selected Consolidated Balance Sheet~~The amounts ~~for these VIEs were~~classified as ~~follows:~~held-for-sale assets and liabilities in the table above relate to a VIE that is included in our Central America segment.

June 30, 2019 December 31, 2018
VIE Consolidated VIE Consolidated
Balance Sheets data:
Cash and cash equivalents $ 69,692
$ 236,412
$ 158,387
$ 388,490
Current assets held for sale 102,792
187,166
183,880
306,372
Other current assets 251,556
697,281
141,346
522,271
Total current assets 424,040
1,120,859
483,613
1,217,133

Goodwill 172,557
1,737,455
168,473
1,707,089
Tradenames 68,319
1,134,648
66,929
1,126,244
Other intangible assets, net —
2,076
—
25,429
Operating lease right-of-use assets, net 76,620
937,884
—
—
Long-term assets held for sale 99,967
493,859
165,087
1,031,459
Other long-term assets 292,116
1,665,007
312,711
1,662,282
Total assets 1,133,619
7,091,788
1,196,813
6,769,636

Current liabilities held for sale 34,066
139,162
101,320
308,391
Other current liabilities 156,659
1,066,324
106,657
881,696
Long-term operating leases, less current portion 65,836
862,369
—
—
Long-term liabilities held for sale 28,939
163,859
42,265
354,293
Long-term debt and other long-term liabilities 33,177
1,740,498
24,502
3,159,914
Total liabilities 318,677
3,972,212
274,744
4,704,294

Total stockholders' equity 814,942
3,107,083
922,069
2,050,946
Total stockholders' equity attributable to Laureate Education, Inc. 814,942
3,118,214
921,747
2,061,079

Chile - Higher Education Law

On ~~January 24,~~May 29, 2018, a new Higher Education Law (the New Law) was ~~passed by the Chilean Congress.~~enacted. Among other things, the New Law prohibits conflicts of interests and related party transactions involving universities and their controlling parties, with certain exceptions. These exceptions include the provision of services that are educational in nature or essential for the university’s purposes.

The New Law established a Superintendency of Higher Education, with authority to regulate institutions of higher education and promulgate regulations and procedures implementing the New Law. As of May 29, 2019, the New Law’s provisions regarding related party transactions came into ~~force; however,~~force and the Superintendent has ~~not~~since issued ~~any~~ further interpretive guidance orand regulations. Immediately prior to these provisions coming into force, each of the Chilean non-profit universities and the relevant Laureate services provider reached an agreement to terminate the prior network services agreement in favor of an open bidding process, wherein unrelated third parties and Laureate-related providers were invited to compete in the provision of the range of services that are essential to the fulfillment of each of their academic missions. ~~Once~~Each of the Chilean non-profit universities has completed all of the bidding and contractual processes ~~are completed, which is expected~~subsequent to the May 2019 contract terminations. The Company participated in these open bid processes, conducted by a third party, and was judged to have submitted the ~~end~~superior bid in many of them. Awarded contracts entered into force once the applicable university’s board approved them or in January 2020, in the case of some of the ~~third quarter,~~educational services, due to the academic calendar. Within the ordinary regulatory course of supervision, the Company and the Chilean non-profit universities will ~~remain subject~~continue to ~~the oversight of~~interact with the Superintendent ~~and may need~~ to ~~evaluate additional modifications to their contractual relationships.~~maintain compliance with the New Law. We do not believe that the New Law will change our relationship with our two ~~tech/voc~~technical-vocational institutions in Chile that are for-profit entities. Additionally, we will continue to evaluate our accounting treatment of the Chilean non-profit universities to determine whether we can continue to consolidate them. ~~Our continuing evaluation~~

COVID-19

The outbreak of COVID-19 has caused domestic and global disruption in operations for institutions of higher education. The long-term effect to the Company of the COVID-19 pandemic depends on numerous factors, including, but not limited to, the effect on student enrollment, tuition pricing, and collections in future periods, which cannot be fully quantified at this time. As of March 31, 2020 and through the date of this Form 10-Q, the Company evaluated its accounting estimates that require consideration of forecasted financial information, based on current information reasonably available to us. The forecast also includes certain estimates and assumptions around macroeconomic conditions and the timing of campuses reopening. While this evaluation did not result in a material effect to the Company’s Consolidated Financial Statements as of and for the three months ended March 31, 2020, future evaluations could result in a material effect, including potential impairments, depending on the eventual impact to the Company of the ~~New Law may result~~COVID-19 pandemic, including but not limited to, its effect on student enrollment, tuition pricing, and collections in ~~changes to our expectations due to changes in our interpretations of the law, assumptions used, and additional guidance that may be issued.~~future periods.

Recently Adopted Accounting Standards

Accounting Standards Update (ASU) No. ~~2016-02~~2016-13 (ASU ~~2016-02)~~2016-13), ~~Leases~~Financial Instruments - Credit Losses (Topic ~~842)~~326): Measurement of Credit Losses on Financial Instruments

~~On February 25,~~In June 2016, the Financial Accounting Standards Board (FASB) issued ASU ~~2016-02,~~2016-13, which sets forth a “current expected credit loss” (CECL) model and requires ~~lessees~~companies to ~~recognize on their balance sheet a right-of-use (ROU) asset and a lease liability~~measure all expected credit losses for ~~virtually all of their leases (other than leases that meet~~financial instruments held at the ~~definition of a short-term lease). The liability is equal to the present value of the lease payments. The asset is~~reporting date based on ~~the liability, subject~~historical experience, current conditions, and reasonable supportable forecasts. ASU 2016-13 applies to ~~adjustment, such as~~financial instruments that are not measured at fair value, including receivables that result from revenue transactions. This ASU was effective for initial direct costs and uneven rent payments. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Operating leases result in straight-line expense (similar to operating leases prior to adoption of ASU 2016-02) while finance leases will result in a front-loaded expense pattern (similar to capital leases prior to adoption of ASU 2016-02).

Laureate ~~adopted ASU 2016-02 as of~~beginning on January 1, 2019 under a modified retrospective method. The standard provided companies with an additional, optional transition method that allowed entities to prospectively apply the requirements by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We elected this optional transition method. In accordance with Topic 842 we also elected the package of practical expedients, which permits us to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases,2020 and ~~(3) any initial direct costs for any existing leases as of the effective date. We~~ did not elect the hindsight practical expedient, which permits entities to use hindsight in determining the lease term and assessing impairment. We elected the practical expedient to combine our lease and related nonlease components for our building leases.

~~Adopting ASU 2016-02 had~~have a material impact on our Consolidated ~~Balance Sheet as we~~Financial Statements. Laureate adopted this ASU using the modified retrospective transition method. Under this transition method, the new standard is applied from January 1, 2020 without restatement of comparative period amounts. The impact of transitioning to the new standard was immaterial and no adjustment was recorded ~~significant asset and liability balances in connection with our leased properties. The most significant impacts~~ to ~~our Consolidated Financial Statements~~retained earnings for the cumulative effect of adopting this ~~standard~~ASU on January 1, 2020. Results for reporting periods beginning after January 1, 2020 are ~~as follows:~~

~~The recognition of ROU assets and lease liabilities for operating leases, which totaled $937,884 and $958,066, respectively, as of June 30, 2019;~~

~~An increase in 2019 rent expense of approximately $13,000 for continuing operations primarily related to build-to-suit arrangements where Laureate was deemed~~presented under Topic 326 while prior period amounts continue to be the owner of the construction. Upon adoption of this standard, these arrangements were classified on the balance sheet as operating leases and the related ROU asset is being amortized to rent expense rather than depreciation expense; and

A cumulative-effect adjustment to retained earnings upon adoption of $28,944, which is primarily attributable to the reclassification into retained earnings of deferred gain liabilities related to sale-leaseback transactions that were classified as operating leases upon adoption.

reported in accordance with previously applicable GAAP.

ASU No. ~~2017-12~~2017-04 (ASU ~~2017-12)~~2017-04), ~~Derivatives~~Intangibles - Goodwill and ~~Hedging~~Other (Topic ~~815)~~350): ~~Targeted Improvements to Accounting~~Simplifying the Test for ~~Hedging Activities~~Goodwill Impairment

~~On August 28,~~In January 2017, the FASB issued ASU ~~2017-12, which contains significant amendments to the hedge accounting model. The new guidance is intended~~2017-04 in order to simplify the ~~application~~test for goodwill impairment by eliminating Step 2, which measures a goodwill impairment loss by comparing the implied fair value of ~~hedge accounting~~a reporting unit's goodwill with the carrying amount of that goodwill. Under the amendments in this ASU, an entity should perform its annual goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should ~~allow~~recognize an impairment charge for ~~more hedging strategies~~the amount by which the carrying amount exceeds the reporting unit's fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to ~~qualify~~that reporting unit. This ASU was effective for ~~hedge accounting. ASU 2017-12 also amends the presentation and disclosure requirements and changes how companies assess effectiveness. Public business entities like~~ Laureate will have until the end of the first quarter in which a hedge is designated to perform an initial assessment of a hedge’s effectiveness. After initial qualification, the new guidance permits a qualitative effectiveness assessment for certain hedges instead of a quantitative test, such as a regression analysis, if the company can reasonably support an expectation of high effectiveness throughout the term of the hedge. An initial quantitative test to establish that the hedge relationship is highly effective is still required. We adopted this ASUbeginning on January 1, ~~2019~~2020 and the ~~impact was~~adoption of this guidance did not ~~material.~~

~~ASU No. 2018-15 (ASU 2018-15) Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40)~~

~~In August 2018, the FASB issued ASU 2018-15, which addresses the accounting for implementation costs associated with~~have a hosted service. The standard provides amendments to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). Laureate elected to early adopt ASU 2018-15 on January 1, 2019, and thematerial impact on our Consolidated Financial ~~Statements was not material.~~

Statements. The Company's next annual goodwill impairment test will occur as of October 1, 2020.

Note 3. Revenue

Revenue Recognition

Laureate's revenues primarily consist of tuition and educational service revenues. We also generate other revenues from student fees, dormitory/residency fees and other education-related activities. These other revenues are less material to our overall financial results and have a tendency to trend with tuition revenues. Revenues are recognized when control of the promised goods or services is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. These revenues are recognized net of scholarships and other discounts, refunds, waivers and the fair value of any guarantees made by Laureate related to student financing programs. Laureate's institutions have various billing and academic cycles.

We determine revenue recognition through the five-step model prescribed by ASC Topic 606, Revenue from Contracts with Customers, as follows:

•Identification of the contract, or contracts, with a customer;

•Identification of the performance obligations in the contract;

•Determination of the transaction price;

•Allocation of the transaction price to the performance obligations in the contract; and

•Recognition of revenue when, or as, we satisfy a performance obligation.

We assess collectibility on a portfolio basis prior to recording revenue. Generally, students cannot re-enroll for the next academic session without satisfactory resolution of any past-due amounts. If a student withdraws from an institution, Laureate's obligation to issue a refund depends on the refund policy at that institution and the timing of the student's withdrawal. Generally, our refund obligations are reduced over the course of the academic term. We record refunds as a reduction of deferred revenue as applicable.

The following table shows the components of Revenues by reportable segment and as a percentage of total net revenue for the three months ended ~~June 30, 2019~~March 31, 2020 and ~~2018:~~2019:


	Brazil		Mexico		Andean		Rest of World		Online & Partnerships		Corporate⁽¹⁾		Total
2020
Tuition and educational services	$	155,144	$	164,165	$	89,260	$	46,581	$	174,359	$	—	$	629,509	119	%
Other	1,983		27,216		11,693		1,770		11,786		1,080		55,528		11	%
Gross revenue	157,127		191,381		100,953		48,351		186,145		1,080		685,037		130	%
Less: Discounts / waivers / scholarships	(73,446)		(37,174)		(11,445)		(4,775)		(29,640)		—		(156,480)		(30)	%
Total	$	83,681	$	154,207	$	89,508	$	43,576	$	156,505	$	1,080	$	528,557	100	%
2019
Tuition and educational services	$	201,254	$	164,802	$	137,403	$	34,589	$	181,050	$	—	$	719,098	120	%
Other	1,925		26,496		15,847		1,945		12,008		491		58,712		9	%
Gross revenue	203,179		191,298		153,250		36,534		193,058		491		777,810		129	%
Less: Discounts / waivers / scholarships	(93,210)		(34,834)		(14,308)		(3,102)		(31,284)		—		(176,738)		(29)	%
Total	$	109,969	$	156,464	$	138,942	$	33,432	$	161,774	$	491	$	601,072	100	%

Brazil Mexico Andean Rest of World Online & Partnerships
Corporate⁽¹⁾
Total
2019

Tuition and educational services $ 333,758
$ 178,088
$ 448,971
$ 63,677
$ 177,590
$ —
$ 1,202,084
120 %
Other 2,443
21,167
22,762
1,996
13,319
(1,053 ) 60,634
6 %
Gross revenue $ 336,201
$ 199,255
$ 471,733
$ 65,673
$ 190,909
$ (1,053 ) $ 1,262,718
126 %
Less: Discounts / waivers / scholarships (139,095 ) (36,800 ) (48,739 ) (5,088 ) (31,194 ) —
(260,916 ) (26 )%
Total $ 197,106
$ 162,455
$ 422,994
$ 60,585
$ 159,715
$ (1,053 ) $ 1,001,802
100 %
2018

Tuition and educational services $ 343,171
$ 174,964
$ 441,053
$ 63,110
$ 180,373
$ —
$ 1,202,671
118 %
Other 2,842
19,951
21,386
3,047
12,550
(3,890 ) 55,886
5 %
Gross revenue $ 346,013
$ 194,915
$ 462,439
$ 66,157
$ 192,923
$ (3,890 ) $ 1,258,557
124 %
Less: Discounts / waivers / scholarships (120,414 ) (35,270 ) (52,893 ) (4,816 ) (27,968 ) —
(241,361 ) (24 )%
Total $ 225,599
$ 159,645
$ 409,546
$ 61,341
$ 164,955
$ (3,890 ) $ 1,017,196
100 %

⁽¹⁾ Includes the elimination of intersegment revenues.

~~The following table shows the components of Revenues by reportable segment and as a percentage of total net revenue for the six months ended June 30, 2019 and 2018:~~

Brazil Mexico Andean Rest of World Online & Partnerships
Corporate⁽¹⁾
Total
2019
Tuition and educational services $ 535,013
$ 342,890
$ 586,374
$ 117,756
$ 358,640
$ —
$ 1,940,673
120 %
Other 4,367
47,662
38,610
5,174
25,327
(562 ) 120,578
7 %
Gross revenue $ 539,380
$ 390,552
$ 624,984
$ 122,930
$ 383,967
$ (562 ) $ 2,061,251
127 %
Less: Discounts / waivers / scholarships (232,306 ) (71,633 ) (63,047 ) (8,189 ) (62,478 ) —
(437,653 ) (27 )%
Total $ 307,074
$ 318,919
$ 561,937
$ 114,741
$ 321,489
$ (562 ) $ 1,623,598
100 %
2018
Tuition and educational services $ 545,274
$ 341,274
$ 577,016
$ 116,425
$ 361,618
$ —
$ 1,941,607
118 %
Other 5,703
45,229
36,929
5,236
26,732
(5,723 ) 114,106
7 %
Gross revenue $ 550,977
$ 386,503
$ 613,945
$ 121,661
$ 388,350
$ (5,723 ) $ 2,055,713
125 %
Less: Discounts / waivers / scholarships (202,586 ) (70,960 ) (69,345 ) (8,046 ) (55,364 ) —
(406,301 ) (25 )%
Total $ 348,391
$ 315,543
$ 544,600
$ 113,615
$ 332,986
$ (5,723 ) $ 1,649,412
100 %

⁽¹⁾ ~~Includes the elimination of intersegment revenues.~~

Contract Balances

The timing of billings, cash collections and revenue recognition results in accounts receivable (contract assets) and deferred revenue and student deposits (contract liabilities) on the Consolidated Balance Sheets. We have various billing and academic cycles and recognize student receivables when an academic session begins, although students generally enroll in courses prior to the start of the academic session. Receivables are recognized only to the extent that it is probable that we will collect substantially all of the consideration to which we are entitled in exchange for the goods and services that will be transferred to the student. We receive advance payments or deposits from our students before revenue is recognized, which are recorded as contract liabilities in deferred revenue and student deposits. Payment terms vary by university with some universities requiring payment in advance of the academic session and other universities allowing students to pay in installments over the term of the academic session.

All of our contract assets are considered accounts receivable and are included within the Accounts and notes receivable balance in the accompanying Consolidated Balance Sheets. Total accounts receivable from our contracts with students were ~~$531,390~~$535,408 and ~~$399,322~~$432,910 as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively. The increase in the contract assets balance at ~~June 30, 2019~~March 31, 2020 compared to December 31, ~~2018~~2019 is primarily driven by our enrollment cycles. The first and third calendar quarters generally coincide with the primary and secondary intakes for our larger institutions. All contract asset amounts are classified as current.

Contract liabilities in the amount of ~~$283,763~~$505,716 and ~~$193,226~~$216,816 were included within the Deferred revenue and student deposits balance in the current liabilities section of the accompanying Consolidated Balance Sheets as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively. The increase in the contract liability balance during the period ended ~~June 30, 2019~~March 31, 2020 is the result of semester billings and cash payments received in advance of satisfying performance obligations, offset by revenue recognized during that period. Revenue recognized for the ~~six~~three months ended ~~June 30, 2019~~March 31, 2020 that was included in the contract liability balance at the beginning of the year was approximately ~~$162,000.~~$149,300.

Note 4. Discontinued Operations and Assets Held for Sale

As discussed in Note 1, Description of Business, on August 9, 2018, the Company announced that it ~~plans~~planned to focus on its principal markets and ~~will~~would divest certain of its other markets. The principal markets that ~~will~~would remain (the Continuing Operations) ~~include~~included Brazil, Chile, Mexico, and Peru, along with the Online & Partnerships segment and the institutions in Australia and New Zealand. At the time of the announcement on August 9, 2018, the markets being divested by sale (the Discontinued Operations) included the institutions in Portugal and Spain, which were part of the Andean segment, all remaining institutions in the Central America ~~& U.S. Campuses~~ segment, and all remaining institutions in the Rest of World segment, except for Australia, New Zealand and the managed institutions in the Kingdom of Saudi Arabia and China. The institutions in the Kingdom of Saudi Arabia~~are~~were managed under a contract that ~~expires~~expired at the end of August 2019 and ~~will~~was not be renewed. Accordingly, these institutions were disposed of other than by sale on August 31, 2019 and, beginning in the third quarter of 2019, have been included in Discontinued Operations for all periods presented. As of ~~June 30, 2019, two~~March 31, 2020, 1 VIE ~~institutions are~~institution in Honduras is included in the Discontinued Operations.

The goal of the divestitures ~~are expected~~was to create a more focused and simplified business model and generate proceeds ~~that will~~to be used for further repayment of long-term debt. As described in Note 5, Dispositions, a number of sale transactions closed during 2019 and 2020. The timing and ability to complete any of ~~these~~the remaining transactions is uncertain and will be subject to market and other conditions, which may include regulatory approvals and consents of third parties.

Summarized operating results and cash flows of the Discontinued Operations are presented in the following tables:

For the three months ended June 30, 2019 2018
Revenues $ 147,947
$ 230,721
Depreciation and amortization —
9,517
Share-based compensation expense 106
427
Other direct costs 113,735
173,222
Operating income 34,106
47,555
Other non-operating income (expense) 3,436
(13,248 )
Pretax income of discontinued operations 37,542
34,307
Income tax (expense) benefit (3,942 ) 3,765
Income from discontinued operations, net of tax $ 33,600
$ 38,072

For the six months ended June 30, 2019 2018
Revenues $ 350,563
$ 483,793
Depreciation and amortization —
20,310
Share-based compensation expense 269
747
Other direct costs 253,382
350,020
Operating income 96,912
112,716
Other non-operating income (loss) 6,554
(13,173 )
Pretax income of discontinued operations 103,466
99,543
Income tax expense (13,292 ) (42,618 )
Income from discontinued operations, net of tax $ 90,174
$ 56,925

Operating cash flows of discontinued operations $ 13,157
$ 64,505
Investing cash flows of discontinued operations $ (11,007 ) $ (22,031 )
Financing cash flows of discontinued operations $ (25,712 ) $ (9,903 )


For the three months ended March 31,	2020		2019
Revenues	$	33,246	$	223,340
Depreciation and amortization	—		435
Share-based compensation expense	3		162
Loss on impairment of assets	—		—
Other direct costs	27,548		152,437
Operating income	5,695		70,306
Other non-operating (loss) income	(8,017)		3,164
Pretax (loss) income of discontinued operations	(2,322)		73,470
Income tax expense	(1,482)		(10,141)
(Loss) income from discontinued operations, net of tax	$	(3,804)	$	63,329

Operating cash flows of discontinued operations	$	5,911	$	19,197
Investing cash flows of discontinued operations	$	(200)	$	(7,873)
Financing cash flows of discontinued operations	$	(691)	$	(15,507)

The assets and liabilities of the Discontinued Operations, which are subject to finalization, have been classified as held for sale as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, in accordance with ASC 205. The assets and liabilities are recorded at the lower of their carrying values or their estimated ‘fair values less costs to sell.’ In addition to the Discontinued Operations, Centro Universitário do Norte (UniNorte), a traditional higher education institution located in the city of Manaus, Brazil, has also been classified as held for sale as of June 30, 2019 and December 31, 2018. UniNorte is included in Continuing Operations as it is not part of the strategic shift described above. As described below, on April 16, 2019, the Company entered into an agreement to divest UniNorte, which it expects to close during the second half of 2019.

The carrying amounts of the major classes of assets and liabilities that were classified as held for sale are presented in the following tables:


	March 31, 2020		December 31, 2019
Assets of Discontinued Operations
Cash and cash equivalents	$	46,839	$	55,401
Receivables, net	18,652		14,762
Property and equipment, net	131,058		182,530
Goodwill	9,447		9,753
Tradenames	6,810		6,890
Operating lease right-of-use assets, net	26,547		59,231
Other assets	42,456		52,730
Subtotal: assets of Discontinued Operations	$	281,809	$	381,297

Other assets classified as held for sale
Property and equipment, net	6,922		8,476


Total assets held for sale	$	288,731	$	389,773

June 30, 2019 December 31, 2018
Assets of Discontinued Operations
Cash and cash equivalents $ 123,224
$ 214,934
Receivables, net 35,947
38,588
Property and equipment, net 292,129
667,527
Goodwill 13,362
131,329
Tradenames 17,170
124,932
Operating lease right-of-use assets, net 69,951
—
Other assets 58,879
99,566
Subtotal: assets of Discontinued Operations $ 610,662
$ 1,276,876

Other assets classified as held for sale: UniNorte Brazil

Receivables, net $ 6,750
$ 6,983
Property and equipment, net 14,366
16,726
Goodwill 15,379
15,165
Tradenames 8,261
8,146
Operating lease right-of-use assets, net 18,034
—
Other assets 7,573
13,935
Subtotal: other assets classified as held for sale $ 70,363
$ 60,955

Total assets held for sale $ 681,025
$ 1,337,831

June 30, 2019 December 31, 2018
Liabilities of Discontinued Operations
Deferred revenue and student deposits $ 39,989
$ 115,969
Operating leases, including current portion 75,542
—
Long-term debt and finance leases, including current portion 63,897
278,074
Other liabilities 96,093
253,397
Subtotal: liabilities of Discontinued Operations $ 275,521
$ 647,440

Other liabilities classified as held for sale: UniNorte Brazil

Deferred revenue and student deposits $ 546
$ 469
Operating leases, including current portion 11,641
—
Long-term debt and finance leases, including current portion 2,486
5,370
Other liabilities 12,827
9,405
Subtotal: other liabilities classified as held for sale $ 27,500
$ 15,244

Total liabilities held for sale $ 303,021
$ 662,684


	March 31, 2020		December 31, 2019
Liabilities of Discontinued Operations
Deferred revenue and student deposits	$	14,396	14,287
Operating leases, including current portion	27,589		63,304
Long-term debt and finance leases, including current portion	34,420		55,495
Other liabilities	55,185		56,032


Total liabilities held for sale	$	131,590	$	189,118

Sale ~~Agreements Signed in 2019 and~~Agreement Pending Closure as of March 31, 2020

~~Agreement to Sell UniNorte~~Inti Education Holdings Sdn. Bhd. (Inti Holdings)

On ~~April 16, 2019, Rede Internacional de Universidades Laureate Ltda.~~February 28, 2020, Exeter Street Holdings Sdn. Bhd., a ~~limited business company organized~~Malaysia corporation (the Malaysia Seller), and LEI Holdings, LTD., a Hong Kong corporation (the Malaysia Seller Guarantor), each of which is an indirect wholly owned subsidiary of Laureate, entered into a Share Sale & Purchase Agreement (the Malaysia Sale Agreement) with HOPE Education Group (Hong Kong) Company Limited (the Malaysia Purchaser) and HOPE Education Group Co. Ltd. (the Malaysia Purchaser Guarantor). Pursuant to the Malaysia Sale Agreement, the Malaysia Purchaser will purchase from the Malaysia Seller all of the issued and outstanding shares in the capital of Inti Education Holdings Sdn. Bhd., a Malaysia corporation (Inti Holdings), the Malaysia Seller’s Guarantor will guarantee certain obligations of the Malaysia Seller and the Malaysia Purchaser’s Guarantor will guarantee certain obligations of the Malaysia Purchaser. Inti Holdings is the indirect owner of INTI University and Colleges, a higher education institution with 5 campuses in Malaysia. In connection with the Malaysia Sale Agreement, the Malaysia Seller entered into a separate agreement with the current minority owner of the equity of Inti Holdings relating to the purchase by the Malaysia Seller of the minority owner’s 10.10% interest in Inti Holdings, the closing of which is a precondition to the closing of the transaction under the ~~laws~~Agreement.

The total purchase price, including the payment to the current minority owner, will be $140,000. The closing of ~~Brazil (the UniNorte Seller)~~the transaction is subject to customary closing conditions, including approval by regulators in Malaysia. In connection with the signing of the Malaysia Sale Agreement, the Malaysia Purchaser paid to the Malaysia Seller a cash deposit of $5,000, which the Company has recorded as a liability pending the closing of the sale and is included in Receipts from sales of discontinued operations, net of cash sold, and property and equipment within investing activities in the Consolidated Statement of Cash Flows for the three months ended March 31, 2020.

Note 5. Dispositions

Sale of Costa Rica Operations

On January 10, 2020, Laureate International B.V., ~~which is~~a Netherlands private limited liability company (Laureate International), an indirect, wholly owned subsidiary of the Company, entered into, ~~a Quota Assignment~~ and ~~Transfer~~consummated the transactions contemplated by, an Equity Purchase Agreement (the ~~UniNorte~~Costa Rica Agreement) with ~~Cenesup - Centro Nacional de Ensino Superior Ltda.,~~SP Costa Rica Holdings, LLC, a Delaware limited liability company ~~organized under the laws of Brazil~~ (the ~~UniNorte Purchaser), which is an indirect wholly owned subsidiary of Ser Educacional S.A., a company organized under the laws of Brazil (Ser)~~Costa Rica Buyer).

Pursuant to the ~~UniNorte~~ Agreement, the ~~UniNorte Purchaser will purchase~~Costa Rica Buyer purchased from ~~the UniNorte Seller 100%~~Laureate International (i) all of the ~~quota capital~~equity units of ~~Sodecam - Sociedade de Desenvolvimento Cultural do Amazonas Ltda.~~Education Holding Costa Rica, S.R.L., which owned, directly or indirectly, all of the equity units of Lusitania S.R.L., Universidad ULatina, S.R.L. (ULatina) and Universidad Americana UAM, S.R.L. (collectively, Laureate Costa Rica) and (ii) a ~~limited liability company organized under~~note due from ULatina to Laureate International. Consideration for the ~~laws~~transaction consisted of ~~Brazil,~~$15,000 paid at closing and up to $7,000 to be paid within the next two years if Laureate Costa Rica meets certain performance metrics. The proceeds received at closing, net of cash sold and transaction fees, were approximately $3,300. Additionally, Laureate Costa Rica retained obligations to pay approximately $30,000 in finance lease indebtedness for which the Costa Rica Buyer has no recourse to Laureate International. During the third quarter of 2019, the Company recorded an impairment loss of approximately $25,000 on the long-lived assets at the Costa Rica institutions, in order to write down the carrying value of those assets to their estimated fair value, per ASC 360-10. Upon completion of the sale in January 2020, the Company recognized a pre-tax loss of approximately $17,200, which related to subsequent changes in net carrying values and is included in loss on sales of discontinued operations on the ~~maintaining entity~~Consolidated Statement of ~~UniNorte.~~ Operations for the three months ended March 31, 2020.

The ~~Company and Ser are also parties~~Costa Rica Buyer is controlled by certain affiliates of Sterling Capital Partners II, L.P. (Sterling II). Sterling II has the right to designate a director to the ~~Agreement~~Laureate Board of Directors pursuant to a securityholders agreement, and Steven Taslitz currently serves as ~~guarantors of certain obligations of their respective subsidiaries.~~

~~The transaction enterprise value under~~ the ~~UniNorte Agreement is 194,800 Brazilian Reais (BRL) (or approximately $50,900 as of June 30, 2019), which includes the assumption of net debt~~Sterling-designated director. Mr. Taslitz did not participate in the ~~amount~~Laureate Board of ~~approximately BRL 9,800 (or approximately $2,600~~ asDirectors’ consideration of~~June 30, 2019), and the parties expect that~~ the transaction, ~~will close during the second half of 2019, subject to customary closing conditions, including approval~~which was approved by ~~the Brazilian competition authorities.~~Laureate's Audit Committee as a related party transaction.

~~Agreement to Sell~~Sale of NewSchool of Architecture and Design, LLC (NSAD)

On ~~June 14, 2019,~~March 6, 2020, the Company ~~and~~completed the sale of NSAD. Under the terms of the membership interests purchase agreement, Exeter Street Holdings, LLC, an indirect wholly owned subsidiary of the Company, ~~entered into a~~sold 100% of the outstanding membership interests ~~purchase agreement with~~of NSAD to Ambow NSAD, Inc. and Ambow Education Holding, Ltd. (the NSAD Buyers) ~~to sell 100% of the outstanding membership interests of NSAD to the NSAD Buyers~~ for a purchase price of one dollar, subject to certain adjustments. In addition, under the terms of the agreement, the Company estimates that it will pay subsidies to the NSAD Buyers for continued operations and campus facilities of up to approximately $5,800. The closing of the sale is subject to regulatory approvals and other conditions precedent, which could take approximately six months. NSAD is a higher education institution located in California that offers undergraduate and graduate degrees and non-degree certificates in design and construction management.

~~Note 5. Dispositions~~

~~Sale~~ Under the terms of the ~~University of St. Augustine for Health Sciences, LLC (St. Augustine)~~

~~As previously disclosed in our 2018 Form 10-K, the sale of St. Augustine was completed on February 1, 2019. The total transaction value under the sale~~ agreement, ~~was~~ ~~$400,000. Upon completion of the sale,~~ the Company ~~received net proceeds~~agreed to pay subsidies to the NSAD Buyers totaling approximately $7,300, of ~~approximately $346,400,~~ which ~~included~~ ~~$11,700~~all but $2,800 was settled at the closing date. The remaining subsidy of ~~customary closing adjustments, and was net of~~ ~~$58,100~~ ~~of debt assumed by~~$2,800 will be paid to the ~~purchaser and fees of~~ ~~$7,200. The proceeds net of cash sold were approximately $301,800, which~~NSAD Buyers ratably on a quarterly basis over the ~~Company used to repay outstanding indebtedness under its U.S. term loan and revolving credit facility.~~next four years. The Company recognized a ~~gain~~pre-tax loss on the sale of approximately ~~$223,000,~~$5,700, which is included in ~~gain~~loss on sales of discontinued operations on the Consolidated ~~Statements~~Statement of ~~Operations.~~

~~Sale of Thailand~~ Operations

As previously disclosed in our 2018 Form 10-K, on February 12, 2019, the Company completed the sale of its interests in Thai Education Holdings Company Limited, a Thailand corporation (TEDCO), and Far East Stamford International Co. Ltd. (FES), a Thailand corporation. TEDCO was the owner of a controlling interest in FES, which was the license holder for Stamford International University, which had three campuses in Thailand. The total purchase price was approximately $35,300, and net proceeds were approximately $27,900, net of debt assumed by the buyer and other customary closing adjustments. Of the $27,900 in net proceeds, $23,700, or $20,300 net of cash sold, was received at closing. The balance of $4,200 was payable upon satisfaction of certain post-closing requirements; the first post-closing requirement was satisfied in May 2019 and the Company received $2,800, leaving a remaining receivable of $1,400. The Company recognized a gain on the sale of approximately $10,800, which is included in gain on sales of discontinued operations on the Consolidated Statements of Operations.

~~Additional Gain on Sale of China Operations~~

As previously disclosed in our 2018 Form 10-K, on January 25, 2018, the Company completed the sale of LEI Lie Ying Limited (LEILY). A portion of the purchase price was held back and subject to deduction of any indemnifiable losses payable to the buyer pursuant to the sale purchase agreement. On January 25, 2019, Laureate received HKD 71,463 (approximately US $9,100 at date of receipt) for the ~~second and final holdback payment, net of legal fees. Also, as of December 31, 2018, the Company had recorded~~

a liability of approximately $14,300 related to loss contingencies for which the Company had indemnified the buyer. During the first quarter of 2019, the legal matter that this loss contingency related to was settled, with no cost to the Company. Accordingly, during the sixthree months ended June 30, 2019, the Company reversed the loss contingency and recognized additional gain on the sale of LEILY of approximately $13,700, which is included in gain on sales of discontinued operations on the Consolidated Statements of Operations. The remaining liability recorded relates to certain legal fees. Additionally, at the closing of the sale on January 25, 2018, a portion of the total transaction value was paid into an escrow account and will be distributed to the Company pursuant to the terms and conditions of the escrow agreement. As of both June 30, 2019 and DecemberMarch 31, ~~2018, the Company has recorded a receivable of approximately $25,900 for the portion of the escrowed amount that the Company expects to receive.~~2020.

~~Sale of Monash South Africa~~

On April 8, 2019, the Company completed the sale of its institution in South Africa, Monash South Africa, as well as the sale of the real estate associated with that institution. The transactions consisted of: (i) the transfer by Monash South Africa Limited (MSA), an Australia limited company that is an indirect 75%-owned subsidiary of the Company, to The Independent Institute of Education Limited (IIE), a South Africa limited company that is a subsidiary of ADvTECH Limited, of all of MSA’s assets and certain of its operational liabilities for a sale price of 15,000 South African Rand (ZAR) (subject to customary adjustments) (or approximately $1,100 at the closing date) and (ii) the sale by LEI AMEA Investments B.V., a Netherlands limited company that is an indirect wholly owned subsidiary of the Company, of all of the shares of Laureate South Africa Pty. Ltd. (LSA), a South Africa limited company, to IIE for a net sale price of approximately ZAR 99,000 (subject to customary adjustments) (or approximately $7,000 at the closing date). In addition, IIE assumed debt of approximately $20,200. In the aggregate, including working capital adjustments, the Company received approximately $9,000 from the buyer, which approximated the amount of cash sold with the business. The Company recognized a gain for these transactions of approximately $2,300, which is included in gain on sales of discontinued operations on the Consolidated Statements of Operations.

~~Sale of India Operations~~

On May 9, 2019, LEI Singapore Holdings Pte Limited, a Singapore corporation, Laureate I B.V., a Netherlands private limited company (Laureate I), and Laureate International B.V., a Netherlands private limited company (collectively, the India Sellers), all of which are indirect wholly owned subsidiaries of the Company, closed a transaction pursuant to the share purchase agreement (the India Agreement), among the India Sellers, Global University Systems India Bidco B.V., a Netherlands private limited liability company (the India Purchaser) and Global University Systems Holding B.V. (the India Purchaser Guarantor), a Netherlands private limited liability company. Pursuant to the India Agreement, the India Purchaser acquired from the India Sellers all of the issued and outstanding shares in the capital of Pearl Retail Solutions Private Limited, an India corporation (PRS), M-Power Energy India Private Limited (M-Power), an India corporation, and Data Ram Sons Private Limited (Data Ram), an India corporation. As a result of the closing of the transaction, the Company no longer consolidates its network institutions in India, including Creative Arts Education Society (CAES), the operator of Pearl Academy, and University of Petroleum and Energy Studies (UPES). In connection with the India Agreement, certain of the India Sellers also closed a separate transaction with the minority owners of PRS relating to the purchase by them of the minority owners’ 10% interest in PRS.

The total purchase price under the India Agreement was $145,600. The net proceeds received by the India Sellers, before the payment to the 10% minority owners and after transaction fees and taxes, were approximately $144,600, or approximately $76,200 net of cash sold, which the Company used to repay indebtedness under its term loan that had a maturity date of April 2024 (the 2024 Term Loan). The Company recognized a gain for these transactions of approximately $19,500, which is included in gain on sales of discontinued operations on the Consolidated Statements of Operations.

~~Sale of Spain and Portugal~~

On May 31, 2019, Iniciativas Culturales de España S.L., a Spanish private limited liability company (ICE), and Laureate I, both of which are indirect wholly owned subsidiaries of the Company, closed a previously announced transaction pursuant to the sale and purchase agreement (the Spain and Portugal Sale Agreement) with Samarinda Investments, S.L., a Spanish limited liability company (Samarinda). Pursuant to the Spain and Portugal Sale Agreement, Samarinda acquired from ICE all of the issued and outstanding shares in the capital of each of Universidad Europea de Madrid, S.L.U., Iniciativas Educativas de Mallorca, S.L.U., Iniciativa Educativa UEA, S.L.U., Universidad Europea de Canarias, S.L.U., and Universidad Europea de Valencia, S.L.U. (together, the Spain Companies), and Samarinda acquired from Laureate I all of the issued and outstanding shares in the capital of Ensilis—Educação e Formação, Unipessoal, Lda. (the Portugal Company). Three of the Spain Companies are the entities that operate Universidad Europea de Madrid, Universidad Europea de Canarias, and Universidad Europea de Valencia. The Portugal Company is the entity that operates Universidade Europeia, a comprehensive university in Portugal, and Instituto Português de Administração de Marketing (IPAM Lisbon and IPAM Porto), post-secondary schools of marketing in Portugal.

The total purchase price under the Spain and Portugal Sale Agreement was EUR 770,000 (or approximately $857,000 at the date of closing), subject to customary closing adjustments. After payment of transaction fees, receipt of working capital and other adjustments, as well as settlement of the foreign currency swaps discussed below, the total net proceeds received by ICE and Laureate I were approximately $908,000, or approximately $762,000 net of cash sold, which the Company used to repay indebtedness, including full repayment of the remaining balance outstanding under the 2024 Term Loan. Additionally, the buyer assumed debt of approximately $109,000. The Company recognized a gain for these transactions of approximately $618,000, including a tax benefit of $33,600 that relates to the reversal of net deferred tax liabilities, which is included in gain on sales of discontinued operations on the Consolidated Statements of Operations.

Note 6. 6. Due to Shareholders of Acquired Companies

The amounts due to shareholders of acquired companies generally arise in connection with Laureate’s acquisition of a majority or all of the ownership interest of these companies. Promissory notes payable to the sellers of acquired companies, referred to as “seller notes,” are commonly used as a means of payment for business acquisitions. Seller note payments are classified as Payments of deferred purchase price for acquisitions within financing activities in our Consolidated Statements of Cash Flows. The amounts due to shareholders of acquired companies, currencies, and interest rates applied were as follows:


	March 31, 2020		December 31, 2019		Nominal Currency	Interest Rate %
Universidade Anhembi Morumbi (UAM Brazil)	$	16,678	$	20,179	BRL	CDI + 2%
Faculdade Porto-Alegrense (FAPA)	191		230		BRL	IGP-M
IADE Group	—		1,109		EUR	3%





















Total due to shareholders of acquired companies	16,869		21,518
Less: Current portion of due to shareholders of acquired companies	8,587		11,523
Due to shareholders of acquired companies, less current portion	$	8,282	$	9,995

June 30, 2019 December 31, 2018 Nominal Currency Interest
Rate %
Universidade Anhembi Morumbi (UAM Brazil) $ 32,592
$ 30,912
BRL CDI + 2%
Faculdade Porto-Alegrense (FAPA) 2,137
1,943
BRL IGP-M
IADE Group 1,136
1,141
EUR 3%
University of St. Augustine for Health Sciences, LLC (St. Augustine) —
11,395
USD 7%
Total due to shareholders of acquired companies 35,865
45,391

Less: Current portion of due to shareholders of acquired companies 14,239
23,820

Due to shareholders of acquired companies, less current portion $ 21,626
$ 21,571



BRL: Brazilian Real						CDI: Certificados de Depósitos Interbancários (Brazil)
EUR: European Euro						IGP-M: General Index of Market Prices (Brazil)
~~USD: United States Dollar~~

~~St. Augustine~~

During the second quarter of 2019, the Company fully repaid the St. Augustine seller note, following the resolution of certain legal matters for which the Company was indemnified by the former owner, as previously disclosed in our 2018 10-K.

Note 7. 7. Business and Geographic Segment Information

Laureate’s educational services are offered through ~~six~~6 operating segments: Brazil, Mexico, Andean, Central America, ~~& U.S. Campuses,~~ Rest of World and Online & Partnerships. Following the March 2020 sale of NSAD, Laureate’s last remaining U.S. campus-based institution, the Central America & U.S. Campuses segment is now called the Central America segment. Laureate determines its operating segments based on information utilized by the chief operating decision maker to allocate resources and assess performance.

Our campus-based segments generate revenues by providing an education that emphasizes ~~professional-oriented~~profession-oriented fields of study with undergraduate and graduate degrees in a wide range of disciplines. Our educational offerings are increasingly utilizing online and hybrid (a combination of online and in-classroom) courses and programs to deliver their curriculum.In response to the COVID-19 pandemic, we have temporarily transitioned the educational delivery method at all of our campus-based institutions to be online and are leveraging our existing technologies and learning platforms to serve students outside of the traditional classroom setting. Many of our largest campus-based operations are in developing markets which are experiencing a growing demand for higher education based on favorable demographics and increasing secondary completion rates, driving increases in participation rates and resulting in continued growth in the number of higher education students. Traditional higher education students (defined as 18-24 year olds) have historically been served by public universities, which have limited capacity and are often underfunded, resulting in an inability to meet the growing student demand and employer requirements. This supply and demand imbalance has created a market opportunity for private sector participants. Most students finance their own education. However, there are some government-sponsored student financing programs which are discussed below. ~~The~~These campus-based segments include Brazil, Mexico, Andean, Central America, ~~& U.S. Campuses~~ and Rest of World. Specifics related to each of these campus-based segments and our Online & Partnerships segment are discussed below.

In Brazil, approximately ~~75%~~73% of post-secondary students are enrolled in private higher education institutions. While the federal government defines the national curricular guidelines, institutions are licensed to operate by city. Laureate owns 1312 institutions in ~~eight~~seven states throughout Brazil, with a particularly strong presence in the competitive São Paulo market. Many students finance their own education while others rely on the government-sponsored programs such as Prouni and FIES. As described in Note 4, Discontinued Operations and Assets Held for Sale, on April 16, 2019, the Company entered into an agreement to divest UniNorte, a traditional higher education institution in Manaus, Brazil.

Fundo de Financiamento Estudantil (FIES).

Public universities in Mexico enroll approximately ~~two thirds~~two-thirds of students attending post-secondary education. However, many public institutions are faced with capacity constraints or the quality of the education is considered low. Laureate owns ~~two~~2 institutions and is present throughout the country with a footprint of over 40 campuses. Each institution in Mexico has a national license. Students in our Mexican institutions typically finance their own education.

The Andean segment includes institutions in Chile and Peru. In Chile, private universities enroll approximately ~~80%~~72% of post-secondary ~~students.~~students and there are government-sponsored student financing programs. In Peru, the public sector plays a significant role, but private universities are increasingly providing the capacity to meet growing demand. ~~In Chile, there are government-sponsored student financing programs.~~

The Central America ~~& U.S. Campuses~~ segment includes ~~institutions~~an institution in ~~Costa Rica,~~ Honduras, ~~Panama and the United States.~~which is included in Discontinued Operations. Students in Central America typically finance their own education while students in the United States finance their education in a variety of ways, including U.S. Department of Education (DOE) Title IV programs. The entire Central America & U.S. Campuses segment is included in Discontinued Operations.

The Rest of World segment includes ~~an institution in the European country of Turkey, as well as~~campus-based institutions in ~~the Middle East and~~ Asia Pacific ~~consisting of campus-based institutions~~ with operations in Australia, Malaysia and New Zealand. Additionally, the Rest of World segment manages ~~eight licensed institutions in the Kingdom of Saudi Arabia and manages one additional~~1 institution in China through a joint venture arrangement. The ~~institutions~~institution in ~~Turkey and~~ Malaysia ~~are~~is included in Discontinued Operations.~~The institutions in the Kingdom of Saudi Arabia~~ ~~are managed under a contract that expires at the end of August 2019 and will not be renewed.~~

The Online & Partnerships segment includes fully online institutions that offer ~~professionally oriented~~profession-oriented degree programs in the United States through Walden University (Walden), a U.S.-based accredited institution, and through the University of Liverpool and the University of Roehampton in the United Kingdom. These online institutions primarily serve working adults with undergraduate and graduate degree program offerings. Students in the United States finance their education in a variety of ways, including Title IV programs. We no longer accept new enrollments at the University of Liverpool and the University of ~~Roehampton.~~Roehampton, which are in a teach-out process.

As discussed in Note 1, Description of Business, and Note 4, Discontinued Operations and Assets Held for Sale, ~~during the third quarter of 2018,~~ a number of our subsidiaries have met the requirements to be classified as discontinued operations, including the entire Central America ~~& U.S. Campuses~~ segment. As a result, the operations of the Central America ~~& U.S. Campuses~~ segment ~~have~~has been excluded from the segment information for all periods presented. In addition, the portion of the Rest of World reportable segment that is included in ~~discontinued operations~~Discontinued Operations has also been excluded from the segment information for all periods presented.

Intersegment transactions are accounted for in a similar manner as third-party transactions and are eliminated in consolidation. The Corporate amounts presented in the following tables include corporate charges that were not allocated to our reportable segments and adjustments to eliminate intersegment items.

We evaluate segment performance based on Adjusted EBITDA, which is a non-GAAP performance measure defined as Income (loss) from continuing operations before income taxes and equity in net income of affiliates, adding back the following items: Gain (loss) on ~~sales~~sale or disposal of subsidiaries, ~~net,~~ Foreign currency exchange gain (loss), net, Other (expense) income, net, Gain on derivatives, Loss on debt extinguishment, Interest expense, Interest income, Depreciation and amortization expense, Loss on impairment of assets, Share-based compensation expense and expenses related to our Excellence-in-Process (EiP) initiative. EiP is an enterprise-wide initiative to optimize and standardize Laureate’s processes, creating vertical integration of procurement, information technology, finance, accounting and human resources. It included the establishment of regional shared services organizations (SSOs) around the world, as well as improvements to the Company's system of internal controls over financial reporting. The EiP initiative also includes other back- and mid-office areas, as well as certain student-facing activities, expenses associated with streamlining the organizational structure and certain non-recurring costs incurred in connection with the planned dispositions described in Note 4, Discontinued Operations and Assets Held for Sale, and the completed dispositions described in Note 5, Dispositions. Beginning in the third quarter of 2019, EiP also includes expenses associated with an enterprise-wide program aimed at revenue growth.

When we review Adjusted EBITDA on a segment basis, we exclude intercompany revenues and expenses related to network fees and royalties between our segments, which eliminate in consolidation. We use total assets as the measure of assets for reportable segments.

The following tables provide financial information for our reportable segments, including a reconciliation of Adjusted EBITDA to ~~Income~~Loss from continuing operations before income taxes and equity in net income of affiliates, as reported in the Consolidated Statements of Operations:




For the three months ended March 31,	2020		2019
Revenues
Brazil	$	83,681	$	109,969
Mexico	154,207		156,464
Andean	89,508		138,942
Rest of World	43,576		33,432
Online & Partnerships	156,505		161,774
Corporate	1,080		491
Revenues	$	528,557	$	601,072
Adjusted EBITDA of reportable segments
Brazil	$	(19,199)	$	(30,656)
Mexico	23,310		25,828
Andean	(62,150)		(33,243)

Rest of World	4,837		(3,359)
Online & Partnerships	43,281		48,576
Total Adjusted EBITDA of reportable segments	(9,921)		7,146
Reconciling items:
Corporate	(26,953)		(36,720)
Depreciation and amortization expense	(44,161)		(47,209)
Loss on impairment of assets	(3,768)		—
Share-based compensation expense	(1,981)		(2,987)
EiP expenses	(30,351)		(12,259)
Operating loss	(117,135)		(92,029)
Interest income	2,667		3,553
Interest expense	(36,110)		(54,653)
Loss on debt extinguishment	—		(10,622)
Gain on derivatives	802		5,183
Other (expense) income, net	(102)		397
Foreign currency exchange gain (loss), net	35,944		(4,746)
Gain on sales of subsidiaries, net	2,729		—
Loss from continuing operations before income taxes and equity in net income of affiliates	$	(111,205)	$	(152,917)

For the three months ended For the six months ended
June 30, June 30,
2019 2018 2019 2018
Revenues
Brazil $ 197,106
$ 225,599
$ 307,074
$ 348,391
Mexico 162,455
159,645
318,919
315,543
Andean 422,994
409,546
561,937
544,600
Rest of World 60,585
61,341
114,741
113,615
Online & Partnerships 159,715
164,955
321,489
332,986
Corporate (1,053 ) (3,890 ) (562 ) (5,723 )
Revenues $ 1,001,802
$ 1,017,196
$ 1,623,598

$ 1,649,412
Adjusted EBITDA of reportable segments
Brazil $ 58,856
$ 77,934
$ 28,200
$ 51,918
Mexico 31,585
27,806
57,413
58,250
Andean 186,734
184,198
153,491
144,766
Rest of World 10,459
7,603
14,958
10,593
Online & Partnerships 49,859
45,427
98,435
90,401
Total Adjusted EBITDA of reportable segments 337,493
342,968
352,497
355,928
Reconciling items:
Corporate (40,205 ) (39,368 ) (76,814 ) (81,994 )
Depreciation and amortization expense (49,740 ) (52,885 ) (97,384 ) (109,854 )
Loss on impairment of assets (470 ) —
(470 ) —
Share-based compensation expense (4,748 ) (7,261 ) (7,735 ) (3,184 )
EiP expenses (28,633 ) (25,234 ) (40,926 ) (35,297 )
Operating income 213,697
218,220
129,168
125,599
Interest income 2,844
2,588
6,397
5,856
Interest expense (41,467 ) (60,110 ) (96,122 ) (123,445 )
Loss on debt extinguishment (15,595 ) —
(26,217 ) (7,481 )
Gain on derivatives 2,632
111,596
7,815
92,256
Other income (expense), net 7,696
(91 ) 8,055
2,506
Foreign currency exchange gain (loss), net 8,817
(5,668 ) 4,158
(17,450 )
Income from continuing operations before income taxes $ 178,624
$ 266,535
$ 33,254
$ 77,841


	March 31, 2020		December 31, 2019
Assets
Brazil	$	883,050	$	1,068,362
Mexico	1,077,325		1,315,377
Andean	1,815,876		1,715,145

Rest of World	209,778		194,409
Online & Partnerships	1,253,547		1,303,811
Corporate and Discontinued Operations	1,257,506		918,524
Total assets	$	6,497,082	$	6,515,628

June 30, 2019 December 31, 2018
Assets
Brazil $ 1,189,061
$ 1,011,391
Mexico 1,300,938
971,309
Andean 1,870,780
1,608,406
Rest of World 250,662
231,421
Online & Partnerships 1,245,058
1,308,854
Corporate and Discontinued Operations 1,235,289
1,638,255
Total assets $ 7,091,788
$ 6,769,636

Note 8. Goodwill

The change in the net carrying amount of Goodwill from December 31, ~~2018~~2019 through ~~June 30, 2019~~March 31, 2020 was composed of the following items:


	Brazil		Mexico		Andean		Rest of World		Online & Partnerships		Total








Balance at December 31, 2019	$	388,160	$	525,256	$	241,327	$	86,012	$	460,740	$	1,701,495
Acquisitions	—		—		—		—		—		—
Dispositions	—		—		—		—		—		—

Impairments	—		—		—		—		—		—
Currency translation adjustments	(71,706)		(99,375)		(19,300)		(10,072)		—		(200,453)
Adjustments to prior acquisitions	—		—		—		—		—		—
Balance at March 31, 2020	$	316,454	$	425,881	$	222,027	$	75,940	$	460,740	$	1,501,042

Brazil Mexico Andean Rest of World Online & Partnerships Total
Balance at December 31, 2018 $ 406,452
$ 498,219
$ 254,259
$ 87,419
$ 460,740
$ 1,707,089
Acquisitions 1,337
—
—
—
—
1,337
Dispositions —
—
—
—
—
—
Impairments —
—
—
—
—
—
Currency translation adjustments 5,747
19,172
5,078
(968 ) —
29,029
Adjustments to prior acquisitions —
—
—
—
—
—
Balance at June 30, 2019 $ 413,536
$ 517,391
$ 259,337
$ 86,451
$ 460,740
$ 1,737,455

In March 2019, the Company's indirect, wholly owned subsidiary, UAM Brazil, acquired a company in Brazil that, prior to the acquisition, was a vendor providing distance-learning and marketing services to the Company's Brazil operations. The total purchase price was BRL 5,039 ($1,337 at the date of purchase), which was recorded as Goodwill given the immaterial nature of the acquisition. The acquiree is being merged into UAM Brazil.

Note 9. Debt

~~Note~~
9. ~~Debt~~

Outstanding long-term debt was as follows:


	March 31, 2020		December 31, 2019
Senior long-term debt:
Senior Secured Credit Facility (stated maturity date October 2024)	$	409,147	$	202,400
Senior Notes (stated maturity date May 2025)	800,000		800,000
Total senior long-term debt	1,209,147		1,002,400
Other debt:
Lines of credit	57,237		14,542
Notes payable and other debt	307,548		328,153
Total senior and other debt	1,573,932		1,345,095
Finance lease obligations and sale-leaseback financings	91,604		100,113
Total long-term debt and finance leases	1,665,536		1,445,208
Less: total unamortized deferred financing costs	62,596		66,069
Less: current portion of long-term debt and finance leases	191,254		118,822
Long-term debt and finance leases, less current portion	$	1,411,686	$	1,260,317

June 30, 2019 December 31, 2018
Senior long-term debt:
Senior Secured Credit Facility (stated maturity dates of April 2022 as of June 30, 2019 and April 2022 and April 2024 as of December 31, 2018), net of discount $ 14,500
$ 1,321,629
Senior Notes (stated maturity date May 2025) 800,000
800,000
Total senior long-term debt 814,500
2,121,629
Other debt:
Lines of credit 29,314
37,899
Notes payable and other debt 502,543
504,522
Total senior and other debt 1,346,357
2,664,050
Finance lease obligations and sale-leaseback financings 83,110
119,642
Total long-term debt and finance leases 1,429,467
2,783,692
Less: total unamortized deferred financing costs 71,198
88,241
Less: current portion of long-term debt and finance leases 136,127
101,866
Long-term debt and finance leases, less current portion $ 1,222,142
$ 2,593,585

In March 2020, we fully drew down the $410,000 revolving credit facility under our Senior Secured Credit Facility, in order to increase our cash position and preserve financial flexibility in light of the COVID-19 pandemic.

Estimated Fair Value of Debt

The estimated fair value of our debt was determined using observable market prices as the majority of our securities, including the Senior Secured Credit Facility and the Senior Notes due 2025, are traded in a brokered market. The fair value of our remaining debt instruments approximates carrying value based on their terms. As of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, our long-term debt was classified as Level 2 within the fair value hierarchy, based on the frequency and volume of trading in the brokered market. The estimated fair value of our debt was as follows:


	March 31, 2020						December 31, 2019
	Carrying amount		Estimated fair value		Carrying amount		Estimated fair value
Total senior and other debt	$	1,573,932	$	1,566,932	$	1,345,095	$	1,406,954

June 30, 2019 December 31, 2018
Carrying amount Estimated fair value Carrying amount Estimated fair value
Total senior and other debt $ 1,346,357
$ 1,415,357
$ 2,664,050
$ 2,677,024

~~Loss on Debt Extinguishment~~

As discussed in Note 5, Dispositions, the Company completed the sale of St. Augustine on February 1, 2019 and used approximately $340,000 of the total $346,400 of net proceeds to repay a portion of the 2024 Term Loan under its Senior Secured Credit Facility, with the remaining proceeds utilized to repay borrowings outstanding for the revolver under its Senior Secured Credit Facility. In addition, during the first quarter of 2019, the Company elected to repay approximately $35,000 of the approximately $51,700 principal balance outstanding for certain notes payable at a real estate subsidiary in Chile.

During the second quarter of 2019, the Company fully repaid the remaining balance outstanding under its 2024 Term Loan, using the proceeds received from the sales of its operations in India, Spain and Portugal, as discussed in Note 5, Dispositions. The remaining proceeds were used to repay borrowings outstanding for the revolver under its Senior Secured Credit Facility.

In connection with these debt repayments, the Company recorded a Loss on debt extinguishment of $15,595 and $26,217 for the three and six months ended June 30, 2019, respectively, related to the write off of a pro-rata portion of the unamortized deferred financing costs associated with the repaid debt balances, as well as the debt discount associated with the 2024 Term Loan.

Certain Covenants

As of ~~June 30, 2019,~~March 31, 2020, our senior long-term debt contained certain negative covenants including, among others: (1) limitations on additional indebtedness; (2) limitations on dividends; (3) limitations on asset sales, including the sale of ownership interests in subsidiaries and sale-leaseback transactions; and (4) limitations on liens, guarantees, loans or investments. The ~~Second~~Third Amended and Restated Credit Agreement (the Third A&R Credit Agreement) provides, solely with respect to the ~~Revolving Credit Facility,~~revolving credit facility, that the Company shall not permit its Consolidated Senior Secured Debt to Consolidated EBITDA ratio, as defined in the ~~Second Amended and Restated~~Third A&R Credit Agreement, to exceed 3.50x as of ~~the last day of each quarter ending June 30, 2018~~December 31, 2019 and thereafter. ~~However, the~~The agreement also provides that if (i) the Company’s Consolidated Total Debt to Consolidated EBITDA ratio, as defined in the ~~Second Amended and Restated~~Third A&R Credit Agreement, is not greater than 4.75x as of such date and (ii) less than 25% of the ~~Revolving Credit Facility~~revolving credit facility is utilized as of that date, then such financial covenant shall not apply. As of ~~June 30, 2019, these conditions were satisfied and, therefore,~~March 31, 2020, we were ~~not subject to~~in compliance with the leverage ratio covenant. In addition, notes payable at some of our locations contain financial maintenance covenants.

We are in compliance with these covenants.

Note 10. Leases

Laureate conducts a significant portion of its operations at leased facilities. These facilities include our corporate headquarters, other office locations, and many of Laureate's higher education facilities. Laureate analyzes each lease agreement to determine whether it should be classified as a finance lease or an operating lease. As a result of adopting ASC Topic 842 on January 1, 2019, we recorded on our balance sheet significant asset and liability balances associated with the operating leases, as described further below.

Finance Leases

Our finance lease agreements are for property and equipment. The lease assets are included within buildings as well as furniture, equipment and software and the related lease liability is included within debt and finance leases on the consolidated balance sheet.

Operating Leases

Our operating lease agreements are primarily for real estate space and are included within operating lease ~~ROU~~right-of-use (ROU) assets and operating lease liabilities on the Consolidated Balance Sheets. The terms of our operating leases vary and generally contain renewal options. Certain of these operating leases provide for increasing rent over the term of the lease. Laureate also leases certain equipment under noncancellable operating leases, which are typically for terms of 60 months or less.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. Our variable lease payments consist of non-lease services related to the lease. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Many of our lessee agreements include options to extend the lease, which we do not include in our minimum lease terms unless they are reasonably certain to be exercised. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term. On occasion, Laureate has entered into sublease agreements for certain leased office space; however, the sublease income from these agreements is immaterial.

~~Supplemental balance sheet information related to leases was as follows:~~

Leases Classification June 30, 2019
Assets:
Operating Operating lease right-of-use assets, net $ 937,884
Finance Buildings, Furniture, equipment and software, net 35,128
Total leased assets $ 973,012

Liabilities:
Current
Operating Current portion of operating leases $ 95,697
Finance Current portion of long-term debt and finance leases 3,805
Non-current
Operating Long-term operating leases, less current portion 862,369
Finance Long-term debt and finance leases, less current portion 34,252
Total lease liabilities $ 996,123



~~Lease Term and Discount Rate~~	~~June 30, 2019~~
~~Weighted average remaining lease terms~~
~~Operating leases~~	~~9.5 years~~
~~Finance leases~~	~~10.5 years~~

~~Weighted average discount rate~~
~~Operating leases~~	~~9.50~~	%
~~Finance leases~~	~~9.20~~	%

~~The components of lease cost were as follows:~~

Lease Cost Classification For the three months ended June 30, 2019 For the six months ended June 30, 2019
Operating lease cost Direct costs $ 44,798
$ 90,514
Finance lease cost
Amortization of leased assets Direct costs 1,492
2,638
Interest on leased assets Interest expense 856
1,477
Short-term lease costs Direct costs 1,313
1,990
Variable lease costs Direct costs 2,725
6,573
Sublease income Revenues (1,252 ) (2,211 )
Total lease cost $ 49,932
$ 100,981

~~As of June 30, 2019, maturities of lease liabilities were as follows:~~

Maturity of Lease Liability Operating Leases Finance Leases
Year 1 $ 178,746
$ 6,999
Year 2 170,477
6,291
Year 3 159,700
5,839
Year 4 150,842
5,740
Year 5 141,027
4,430
Thereafter 632,804
30,151
Total lease payments $ 1,433,596
$ 59,450
Less: interest and inflation (475,530 ) (21,393 )
Present value of lease liabilities $ 958,066
$ 38,057

~~Supplemental cash flow information related to leases was as follows for the six months ended June 30, 2019:~~

Other Information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases $ 94,909
Operating cash flows from finance leases 1,477
Financing cash flows from finance leases 1,886
Leased assets obtained for new finance lease liabilities 14,499
Leased assets obtained for new operating lease liabilities 12,252

As disclosed in our 2018 Form 10-K, future minimum lease payments at December 31, 2018, prior to the adoption of ASC Topic 842, by year and in the aggregate, under all noncancellable operating leases were as follows:

Lease Payments
2019 $ 151,795
2020 142,995
2021 135,426
2022 128,441
2023 119,955
Thereafter 482,220
Total $ 1,160,832

Note 11. 11. Commitments and Contingencies

Noncontrolling Interest Holder Put Arrangements

The following section provides a summary table and description of our noncontrolling interest holder put arrangements, which relate to Discontinued Operations, that Laureate had outstanding as of ~~June 30, 2019.~~March 31, 2020. Laureate has elected to accrete changes in the arrangements’ redemption values over the period from the date of issuance to the earliest redemption date. The redeemable noncontrolling interests are recorded at the greater of the accreted redemption value or the traditional noncontrolling interest. Until the first exercise date, the put instruments’ reported values may be lower than the final amounts that will be required to settle the minority put arrangements. ~~As of June 30, 2019, the carrying value of all noncontrolling interest holder put arrangements was $10,779.~~

If the minority put arrangements were all exercised at ~~June 30, 2019,~~March 31, 2020, Laureate would be obligated to pay the noncontrolling interest holders an estimated amount of ~~$10,779,~~$10,249, as summarized in the following table:


	Nominal Currency	First Exercisable Date	Estimated Value as of June 30, 2019 redeemable within 12-months:		Reported Value			Nominal Currency	First Exercisable Date	Estimated Value as of March 31, 2020 redeemable within 12-months		Reported Value
Noncontrolling interest holder put arrangements							Noncontrolling interest holder put arrangements
INTI Education Holdings Sdn Bhd (Inti Holdings) - 10.10%	MYR	Current	$	10,779	$	10,779	INTI Education Holdings Sdn Bhd (Inti Holdings) - 10.10%	MYR	Current	$	10,249	$	10,249

Total noncontrolling interest holder put arrangements			10,779		10,779		Total noncontrolling interest holder put arrangements			10,249		10,249
Puttable common stock - not currently redeemable	USD	*	—		1,714		Puttable common stock - not currently redeemable	USD	*	—		1,714
Total redeemable noncontrolling interests and equity			$	10,779	$	12,493	Total redeemable noncontrolling interests and equity			$	10,249	$	11,963

* Contingently redeemable

MYR: Malaysian Ringgit

Laureate’s noncontrolling interest put arrangements are specified in agreements with each noncontrolling interest holder. The terms of these agreements determine the measurement of the redemption value of the put options based on a non-GAAP measure of earnings before interest, taxes, depreciation and amortization (EBITDA, or recurring EBITDA), the definition of which varies for each particular contract.

~~Commitments and contingencies are generally denominated in foreign currencies.~~

~~Other~~ Loss Contingencies

Laureate is subject to legal actions arising in the ordinary course of its business. In management's opinion, we have adequate legal defenses, insurance coverage and/or accrued liabilities with respect to the eventuality of such actions. We do not believe that any settlement would have a material impact on our Consolidated Financial Statements.

Contingent Liabilities for Taxes

As of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, Laureate has recorded cumulative liabilities totaling ~~$53,603~~$37,245 and ~~$52,880,~~$44,595, respectively, for taxes other-than-income tax, principally payroll-tax-related uncertainties recorded at the time of an acquisition, of which ~~$3,250~~$637 and ~~$4,999,~~$2,893, respectively, were classified as held for sale. The changes in this recorded liability are related to acquisitions, interest and penalty accruals, changes in tax laws, expirations of statutes of limitations, settlements and changes in foreign currency exchange rates. The terms of the statutes of limitations on these contingencies vary but can be up to 10 years. These liabilities were included in current and long-term liabilities on the Consolidated Balance Sheets. Changes in the recorded values of non-income tax contingencies impact operating income and interest expense, while changes in the related indemnification assets impact only operating income. The total ~~(decrease) increase~~decrease to operating income for adjustments to non-income tax contingencies and indemnification assets was ~~$(4,609)~~$6,514 and ~~$928,~~$4,561, respectively, for the ~~six~~three months ended ~~June 30, 2019~~March 31, 2020 and ~~2018.~~2019.

In addition, as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, Laureate has recorded cumulative liabilities for income tax contingencies of ~~$54,823~~$42,929 and ~~$64,157,~~$51,442, respectively, of which ~~$4,031~~$7,009 and ~~$11,208,~~$6,996, respectively, were classified as held for sale. As of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, indemnification assets primarily related to acquisition contingencies were ~~$79,952~~$52,512 and ~~$82,061, respectively, of which $0 and $476, respectively, were classified as held for sale.~~$69,040. These indemnification assets primarily cover contingencies for income taxes and taxes other-than-income taxes. We have also recorded receivables of approximately ~~$19,900~~$17,000 and $19,000 as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively, from the former owner of one of our Brazil institutions which is guaranteed by future rental payments to the former owner.

~~In addition, we~~We have identified certain contingencies, primarily tax-related, that we have assessed as being reasonably possible of loss, but not probable of loss, and could have an adverse effect on the Company’s results of operations if the outcomes are unfavorable. In most cases, Laureate has received indemnifications from the former owners and/or noncontrolling interest holders of the acquired businesses for contingencies, and therefore, we do not believe we will sustain an economic loss even if we are required to pay these additional amounts. In cases where we are not indemnified, the unrecorded contingencies are not individually material and are primarily in Brazil. In the aggregate, we estimate that the reasonably possible loss for these unrecorded contingencies in Brazil could be up to approximately ~~$43,000~~$42,000 if the outcomes were unfavorable in all cases.

Other Loss Contingencies

Laureate has accrued liabilities for certain civil actions against our institutions, a portion of which existed prior to our acquisition of these entities. Laureate intends to vigorously defend against these matters. As of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, approximately ~~$34,000~~$31,100 and ~~$29,000,~~$31,400, respectively, of loss contingencies were included in Other long-term liabilities and Other current liabilities on the Consolidated Balance Sheets. ~~In addition, as of~~ ~~June 30, 2019~~ and December 31, 2018, $3,100 and $18,000, respectively, of loss contingencies for Discontinued Operations were classified as liabilities held for sale. The decrease is primarily related to the reversal of loss contingencies recorded in 2018 in connection with the sale of LEILY in China, as discussed in Note 5, Dispositions. During the first quarter of 2019, loss contingencies were reversed following the settlement of a legal matter related to LEILY with no cost to the Company, resulting in additional gain on sale.

Material Guarantees – Student Financing

The accredited Chilean institutions in the Laureate network also participate in a government-sponsored student financing program known as Crédito con Aval del Estado (the CAE Program). The CAE Program was formally implemented by the Chilean government in 2006 to promote higher education in Chile for lower socio-economic level students in good academic standing. The CAE Program involves tuition financing and guarantees that are provided by our institutions and the government. As part of the CAE Program, these institutions provide guarantees which result in contingent liabilities to third-party financing institutions, beginning at 90% of the tuition loans made directly to qualified students enrolled through the CAE Program and declining to 60% over time. The guarantees by these institutions are in effect during the period in which the student is enrolled, and the guarantees are assumed entirely by the government upon the student’s graduation. When a student leaves one of Laureate's institutions and enrolls in another CAE-qualified institution, the Laureate institution will remain guarantor of the tuition loans that have been granted up to the date of transfer, and until the student's graduation from a CAE-qualified institution. The maximum potential amount of payments our institutions could be required to make under the CAE Program was approximately ~~$516,000~~$430,000 and ~~$499,000~~$474,000 at ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively. This maximum potential amount assumes that all students in the CAE Program do not graduate, so that our guarantee would not be assigned to the government, and that all students default on the full amount of the CAE-qualified loan balances. As of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, we recorded ~~$37,743~~$37,969 and ~~$28,254,~~$30,887, respectively, as estimated long-term guarantee liabilities for these obligations. In accordance with Topic 326, the provision includes an estimated expected credit loss over the contractual period in which the Company is exposed to credit risk, and is recorded at inception.

Material Guarantees – Other

In conjunction with the purchase of Universidade Potiguar in Brazil (UNP), Laureate pledged all of the acquired shares as a guarantee of our payments of rents as they become due. In the event that we default on any payment, the pledge agreement provides for a forfeiture of the relevant pledged shares. In the event of forfeiture, Laureate may be required to transfer the books and management of UNP to the former owners.

Laureate acquired the remaining 49% ownership interest in UAM Brazil in April 2013. As part of the agreement to purchase the 49% ownership interest, Laureate pledged 49% of its total shares in UAM Brazil as a guarantee of our payment obligations under the purchase agreement. In the event that we default on any payment, the agreement provides for a forfeiture of the pledged shares.

In connection with the purchase of FMU Education Group on September 12, 2014, Laureate pledged its acquired shares to third-party lenders as a guarantee of our payment obligations under the loans that financed a portion of the purchase price. The shares are pledged until full repayment of the loans, which mature in April 2021.

In connection with a loan agreement entered into by a Laureate subsidiary in Peru, all of the shares of Universidad Privada del Norte, one of our universities, were pledged to the third-party lender as a guarantee of the payment obligations under the loan.

Standby Letters of Credit, Surety Bonds and Other Commitments

As of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, Laureate's outstanding letters of credit (LOCs) and surety bonds primarily consisted of the items discussed below.

As of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, we had approximately ~~$127,000~~$125,800 and ~~$139,000,~~$127,300, respectively, posted as LOCs in favor of the DOE. These LOCs were required to allow Walden and NSAD, ~~and,~~until it was sold in ~~2018, St. Augustine~~March 2020, to continue participating in the DOE Title IV program. These LOCs are recorded on Walden and ~~a corporate entity~~Laureate and are fully collateralized with cash equivalents and certificates of deposit, which are classified as Restricted cash on our ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 Consolidated Balance Sheets.

As of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, we had ~~approximately $5,700~~EUR 9,443 (approximately $10,500 at March 31, 2020) and EUR 5,036 (approximately $5,500 at December 31, 2019), respectively, posted as cash collateral for LOCs related to the Spanish tax ~~audits, which~~audits. This was recorded in Continuing Operations and classified as Restricted cash on our ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 Consolidated Balance Sheets. The cash collateral is related to ~~the~~ final ~~assessment~~assessments issued by the Spanish Taxing Authority (STA) in October 2018 ~~for~~and January 2020 to Iniciativas Culturales de España, S.L. (ICE), our Spanish holding company. In addition, on March 11, 2020, ICE received a preliminary assessment of approximately EUR 21,600 (approximately $23,900 at

March 31, 2020), related to the ~~2011~~STA’s extension of their audit to ~~2013 tax audit period.~~

review withholding taxes on income earned by nonresidents. This assessment is not final, and ICE intends to challenge the assessment before the STA.

As part of our normal operations, our insurers issue surety bonds on our behalf, as required by various state education authorities in the United States. We are obligated to reimburse our insurers for any payments made by the insurers under the surety bonds. As of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the total face amount of these surety bonds was ~~$22,503~~$26,069 and ~~$22,204,~~$25,852, respectively. These bonds are fully collateralized with cash, which was classified as Restricted cash on our ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 Consolidated Balance Sheets.

In November 2016, in order to continue participating in Prouni, a federal program that offers tax benefits designed to increase higher education participation rates in Brazil, UAM Brazil posted a guarantee in the amount of $15,300. In connection with the issuance of the guarantee, UAM Brazil obtained a non-collateralized surety bond from a third party in order to secure the guarantee. The cost of the surety bond was $1,400, of which half was reimbursed by the former owner of UAM Brazil, and is being amortized over ~~the~~a five-year term. The Company believes that this matter will not have a material impact on our Consolidated Financial Statements.

Note 12. Financing Receivables

~~Note~~
12. ~~Financing Receivables~~

Laureate’s financing receivables consist primarily of trade receivables related to student tuition financing programs with an initial term in excess of one year. We have offered long-term financing through the execution of note receivable agreements with students at some of our institutions. Our disclosures include financing receivables that are classified in our Consolidated Balance Sheets as both current and long-term, reported in accordance with ASC 310, “Receivables.”

Laureate’s financing receivables balances were as follows:


	March 31, 2020		December 31, 2019
Financing receivables	$	30,860	$	28,856
Allowance for doubtful accounts	(6,123)		(5,909)
Financing receivables, net of allowances	$	24,737	$	22,947

June 30, 2019 December 31, 2018
Financing receivables $ 36,217
$ 16,531
Allowance for doubtful accounts (6,371 ) (6,395 )
Financing receivables, net of allowances $ 29,846
$ 10,136

We do not purchase financing receivables in the ordinary course of our business. We may sell certain receivables that are significantly past due. NoNaN material amounts of financing receivables were sold during the periods reported herein.

Delinquency is the primary indicator of credit quality for our financing receivables. Receivable balances are considered delinquent when contractual payments on the loan become past due. Delinquent financing receivables are placed on non-accrual status for interest income. The accrual of interest is resumed when the financing receivable becomes contractually current and when collection of all remaining amounts due is reasonably assured. We record an Allowance for doubtful accounts to reduce our financing receivables to their net realizable value. The Allowance for doubtful accounts is based on the age of the receivables, the status of past-due amounts, historical collection trends, current economic conditions, and reasonable supportable forecasts of student ~~enrollment status.~~attrition. Each of our institutions evaluates its balances for potential impairment. We consider impaired loans to be those that are past due one year or greater, and those that are modified as a troubled debt restructuring (TDR).

The aging of financing receivables grouped by country portfolio was as follows:


	Chile		Other		Total
As of March 31, 2020
Amounts past due less than one year	$	8,289	$	343	$	8,632
Amounts past due one year or greater	2,550		237		2,787
Total past due (on non-accrual status)	10,839		580		11,419
Not past due	17,563		1,878		19,441
Total financing receivables	$	28,402	$	2,458	$	30,860

As of December 31, 2019
Amounts past due less than one year	$	10,687	$	1,556	$	12,243
Amounts past due one year or greater	3,295		62		3,357
Total past due (on non-accrual status)	13,982		1,618		15,600
Not past due	12,556		700		13,256
Total financing receivables	$	26,538	$	2,318	$	28,856

Chile Other Total
As of June 30, 2019
Amounts past due less than one year $ 9,881
$ 1,086
$ 10,967
Amounts past due one year or greater 3,143
140
3,283
Total past due (on non-accrual status) 13,024
1,226
14,250
Not past due 20,588
1,379
21,967
Total financing receivables $ 33,612
$ 2,605
$ 36,217

As of December 31, 2018
Amounts past due less than one year $ 7,618
$ 644
$ 8,262
Amounts past due one year or greater 2,879
192
3,071
Total past due (on non-accrual status) 10,497
836
11,333
Not past due 4,980
218
5,198
Total financing receivables $ 15,477
$ 1,054
$ 16,531

(in millions) Revenues Direct Costs Adjusted EBITDA
June 30, 2018 $ 113.6
$ 103.0
$ 10.6
Organic enrollment ⁽¹⁾
14.4

Product mix, pricing and timing ⁽¹⁾
(5.9 )
Organic constant currency 8.5
3.6
4.9
Foreign exchange (7.4 ) (6.9 ) (0.5 )
Acquisitions —
—
—
Dispositions —
—
—
Other —
—
—
June 30, 2019 $ 114.7
$ 99.7
$ 15.0

⁽¹⁾ Organic enrollment and product mix, pricing and timing are not separable for the calculation of direct costs and therefore are combined and defined as Organic constant currency for the calculation of Adjusted EBITDA.

~~Revenues increased by $1.1 million, a 1% increase from the 2018 fiscal period.~~

~~Organic enrollment increased during the 2019 fiscal period by 13%, increasing revenues by $14.4 million.~~

~~Revenues represented 7% of our consolidated total revenues for both the 2019 and the 2018 fiscal periods.~~

~~Adjusted EBITDA increased by $4.4 million, a 42% increase from the 2018 fiscal period.~~

~~Foreign exchange affected the results for the 2019 fiscal period, primarily due to the weakening of the Australian Dollar relative to the USD.~~

Online & Partnerships

Financial Overview

Comparison of Online & Partnerships Results for the Three Months Ended ~~June 30, 2019~~March 31, 2020 to the Three Months Ended ~~June 30, 2018~~March 31, 2019


(in millions)	Revenues		Direct Costs		Adjusted EBITDA
March 31, 2019	$	161.8	$	113.2	$	48.6
Organic enrollment ⁽¹⁾	(7.0)
Product mix, pricing and timing ⁽¹⁾	1.7
Organic constant currency	(5.3)		—		(5.3)
Foreign exchange	—		—		—
Acquisitions	—		—		—
Dispositions	—		—		—
Other	—		—		—
March 31, 2020	$	156.5	$	113.2	$	43.3

(in millions) Revenues Direct Costs Adjusted EBITDA
June 30, 2018 $ 165.0
$ 119.6
$ 45.4
Organic enrollment ⁽¹⁾
1.6

Product mix, pricing and timing ⁽¹⁾
(6.9 )
Organic constant currency (5.3 ) (9.8 ) 4.5
Foreign exchange —
—
—
Acquisitions —
—
—
Dispositions —
—
—
Other —
—
—
June 30, 2019 $ 159.7
$ 109.8
$ 49.9

⁽¹⁾Organic enrollment and product mix, pricing and timing are not separable for the calculation of direct costs and therefore are combined and defined as Organic constant currency for the calculation of Adjusted EBITDA.

Revenues decreased by $5.3 million, a 3% decrease from the ~~2018~~2019 fiscal quarter.

•Organic enrollment ~~increased~~decreased during the 2020 fiscal quarter by 6%, decreasing revenues by $1.6 million during the 2019 fiscal quarter attributable to organic growth at Walden University, partially offset by a decrease in organic enrollment at the University of Liverpool and the University of Roehampton as we no longer accept new enrollments at those institutions.$7.0 million.

•Revenues represented ~~16%~~30% of our consolidated total revenues for ~~both~~the 2020 fiscal quarter compared to 27% for the 2019 ~~and the 2018~~ fiscal ~~quarters.~~quarter.

Adjusted EBITDA ~~increased~~decreased by ~~$4.5~~$5.3 million, a ~~10% increase~~11% decrease compared to the ~~2018 fiscal quarter, primarily due to reduced marketing expenses.~~

~~Comparison of Online & Partnerships Results for the~~ ~~Six Months Ended June 30, 2019~~ ~~to the~~ ~~Six Months Ended June 30, 2018~~

(in millions) Revenues Direct Costs Adjusted EBITDA
June 30, 2018 $ 333.0
$ 242.6
$ 90.4
Organic enrollment ⁽¹⁾
(1.4 )
Product mix, pricing and timing ⁽¹⁾
(10.1 )
Organic constant currency (11.5 ) (19.5 ) 8.0
Foreign exchange —
—
—
Acquisitions —
—
—
Dispositions —
—
—
Other —
—
—
June 30, 2019 $ 321.5
$ 223.1
$ 98.4

⁽¹⁾Organic enrollment and product mix, pricing and timing are not separable for the calculation of direct costs and therefore are combined and defined as Organic constant currency for the calculation of Adjusted EBITDA.

~~Revenues decreased by $11.5 million, a 3% decrease from the 2018 fiscal period.~~

~~Organic enrollment decreased during the~~ 2019 fiscal period by 2%, decreasing revenues by $1.4 million. This decrease was attributable to a decrease in organic enrollment at the University of Liverpool and the University of Roehampton as we no longer accept new enrollments at those institutions, partially offset by organic growth at Walden University.quarter.

~~Revenues represented 20% of our consolidated total revenues for both the 2019 and the 2018 fiscal periods.~~

~~Adjusted EBITDA increased by $8.0 million, a 9% increase compared to the 2018 fiscal period, primarily due to reduced marketing expenses.~~

Corporate

Corporate revenues represent amounts from our consolidated joint venture with the University of Liverpool, as well as centralized IT costs charged to various segments, offset by the elimination of intersegment revenues.

Operating results for Corporate for the three months ended ~~June 30, 2019~~March 31, 2020 and ~~2018:~~2019:


					% Change
					Better/(Worse)
(in millions)	2020		2019		2020 vs. 2019
Revenues	$	1.1	$	0.5	120	%
Expenses	28.1		37.2		24	%
Adjusted EBITDA	$	(27.0)	$	(36.7)	26	%

% Change
Better/(Worse)
(in millions) 2019 2018 2019 vs. 2018
Revenues $ (1.1 ) $ (3.9 ) 72 %
Expenses 39.1
35.5
(10 )%
Adjusted EBITDA $ (40.2 ) $ (39.4 ) (2 )%

Comparison of Corporate Results for the Three Months Ended ~~June 30, 2019~~March 31, 2020 to the Three Months Ended ~~June 30, 2018~~March 31, 2019

Adjusted EBITDA ~~decreased~~increased by ~~$0.8~~$9.7 million, a ~~2% decrease~~26% increase from the ~~2018~~2019 fiscal quarter.

•Labor costs and other professional fees decreased expenses by ~~$8.6~~$10.7 million for the ~~2019~~2020 fiscal quarter compared to the ~~2018~~2019 fiscal ~~quarter.~~quarter, related to cost-reduction efforts.

•Other items accounted for a decrease in Adjusted EBITDA of ~~$9.4~~$1.0 million. This decrease is almost entirely attributable to the year-over-year impact of the resolution of an earnout liability during 2018 that was related to the 2014 acquisition of Monash South Africa; the reversal of the earnout liability increased Adjusted EBITDA during the 2018 fiscal quarter.

~~Operating results for Corporate for the six months ended June 30, 2019 and 2018:~~

% Change
Better/(Worse)
(in millions) 2019 2018 2019 vs. 2018
Revenues $ (0.6 ) $ (5.7 ) 89 %
Expenses 76.2
76.3
— %
Adjusted EBITDA $ (76.8 ) $ (82.0 ) 6 %

~~Comparison of Corporate Results for the~~ ~~Six Months Ended June 30, 2019~~ ~~to the~~ ~~Six Months Ended June 30, 2018~~

~~Adjusted EBITDA increased by $5.2 million, a 6% increase from the 2018 fiscal quarter.~~

~~Labor costs and other professional fees decreased expenses by $15.5 million for the 2019 fiscal period compared to the 2018 fiscal period.~~

Other items accounted for a decrease in Adjusted EBITDA of $10.3 million. This decrease is almost entirely attributable to the year-over-year impact of the resolution of an earnout liability during 2018 that was related to the 2014 acquisition of Monash South Africa; the reversal of the earnout liability increased Adjusted EBITDA during the 2018 fiscal period.

Liquidity and Capital Resources

Liquidity Sources

We anticipate that cash flow from operations and available cash will be sufficient to meet our current operating requirements and manage our liquidity needs, including any effects on the Company’s business operations that arise from the COVID-19 pandemic, for at least the next 12 months from the date of issuance of this report. In addition, we are controlling discretionary expenses and reviewing our capital spending projects.

However, as the impact of the COVID-19 pandemic on the economy and our operations evolves, we will continue to assess our liquidity needs. A continued worldwide disruption could materially affect our future access to liquidity sources, particularly our cash flows from operations, as well as our financial condition and capitalization. In the event of a sustained market deterioration, we may need additional liquidity, which would require us to evaluate available alternatives and take appropriate actions, such as obtaining additional financing. The Company will continue to evaluate its financial position in light of future developments, particularly those relating to COVID-19.

Our primary source of cash is revenue from tuition charged to students in connection with our various education program offerings. The majority of our students finance the cost of their own education and/or seek third-party financing programs. We anticipate generating sufficient cash flow from operations in the majority of countries where we operate to satisfy the working capital and financing needs of our organic growth plans for each country. If our educational institutions within one country were unable to maintain sufficient liquidity, we would consider using internal cash resources or reasonable short-term working capital facilities to accommodate any short- to medium-term shortfalls.

As of ~~June 30, 2019~~,March 31, 2020, our secondary source of liquidity was cash and cash equivalents of ~~$236.4~~$546.7 million, which does not include ~~$124.4~~$46.8 million of cash recorded at subsidiaries that are classified as held for sale at ~~June 30, 2019.~~March 31, 2020. Our cash accounts are maintained with high-quality financial institutions with no significant concentration in any one institution.

The Company also maintains a revolving credit facility with a syndicate of financial institutions as a source of liquidity. The revolving credit facility provides for borrowings of $410.0 million and a maturity date of October 7, 2024. If certain conditions are satisfied, the Third Amended and Restated Credit Agreement (the Third A&R Credit Agreement) also provides for an incremental revolving and term loan facilities not to exceed $565.0 million plus additional amounts so long as both immediately before and after giving effect to such incremental facilities the Company’s Consolidated Senior Secured Debt to Consolidated EBITDA ratio, as defined in the Third A&R Credit Agreement, on a pro forma basis, does not exceed 2.75x. From time to time, we draw down on the revolver and, in accordance with the terms of the credit agreement, any proceeds drawn on the revolving credit facility may be used for general corporate purposes. In March 2020, we fully drew down our $410.0 million revolving credit facility in order to increase our cash position and preserve financial flexibility in light of the COVID-19 pandemic.

Sale Transactions

On ~~February 1, 2019,~~January 10, 2020, we completed the sale of ~~St. Augustine~~our Costa Rica operations and received net proceeds of approximately ~~$346.4~~$15.0 million (approximately ~~$301.8~~$3.3 million net of cash ~~sold)~~sold and transaction fees). The Company ~~used $340.0~~will also receive up to $7.0 million ofwithin two years after the ~~net proceeds to repay a portion of the 2024 Term Loan, with the remaining proceeds utilized to repay borrowings outstanding under our revolving credit facility.~~sale if Laureate Costa Rica meets certain performance metrics.

On ~~February 12, 2019,~~March 6, 2020, we completed the sale of ~~our Thailand operations. The total purchase price was approximately $35.3 million, resulting~~NSAD, a higher education institution located in ~~net proceeds~~California. At closing, the Company paid subsidies to the buyers of approximately ~~$27.9~~$4.5 million. OfUnder the ~~$27.9 million in net proceeds, $23.7 million (approximately $20.3 million net~~terms of ~~cash sold) was received at closing; the balance of $4.2 million will be payable upon satisfaction of certain post-closing requirements.~~

~~On April 8, 2019, we completed~~ the sale ~~of our institution in South Africa, Monash South Africa, as well as the sale of the real estate associated with that institution. Including working capital adjustments,~~agreement, the Company ~~received approximately $9.0 million from~~will pay additional subsidies to the ~~buyer, which approximated the amount of cash sold with the business.~~

~~On May 9, 2019, we completed the sale of our operations in India for net proceeds~~buyers of approximately ~~$144.6~~$2.8 million ~~(approximately $76.2 million net of cash sold) after~~ratably on a quarterly basis over the ~~payment to the 10% minority owners, transaction fees and taxes. The Company used the proceeds to repay a portion of the 2024 Term Loan.~~next four years, beginning on March 31, 2020.

On May 31, 2019, we completed the sale of our institutions in Spain and Portugal and received net proceeds of approximately $908.0 million (approximately $762.0 million net of cash sold). The Company used the net proceeds to repay indebtedness, including full repayment of the remaining balance outstanding under the 2024 Term Loan. Additionally, the buyer assumed debt of approximately $109.0 million.

Liquidity Restrictions

Our liquidity is affected by restricted cash balances, which totaled $~~188.9~~196.4 million and ~~$201.3~~$186.9 million as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively.

Indefinite Reinvestment of Foreign Earnings

We earn a significant portion of our income from subsidiaries located in countries outside the United States. As part of our business strategies, we have determined that, except for one of our institutions in Peru, all earnings from our foreign continuing operations will be deemed indefinitely reinvested outside of the United States. As of ~~June 30, 2019, $228.2~~March 31, 2020, $347.7 million of our total ~~$236.4~~$546.7 million of cash and cash equivalents were held by foreign subsidiaries, including ~~$69.7~~$145.5 million held by VIEs. These amounts above do not include ~~$124.4~~$46.8 million of cash recorded at subsidiaries that are classified as held for sale at ~~June 30, 2019,~~March 31, 2020, of which ~~$122.1~~$46.6 million was held by foreign subsidiaries. As of December 31, ~~2018, $327.9~~2019, $275.6 million of our total ~~$388.5~~$339.6 million of cash and cash equivalents were held by foreign subsidiaries, including ~~$158.4~~$157.0 million held by VIEs. These amounts above do not include ~~$216.4~~$55.4 million of cash recorded at subsidiaries that were classified as held for sale at December 31, ~~2018,~~2019, of which ~~$208.4~~$49.5 million was held by foreign subsidiaries. The VIEs' cash and cash equivalents balances are generally required to be used only for the operations of these VIEs.

Liquidity Requirements

Our short-term liquidity requirements include: funding for debt service (including finance leases); operating lease obligations; payments due to shareholders of acquired companies; payments of deferred compensation; working capital; operating expenses; ~~payments of third-party obligations;~~ capital expenditures; and business development activities.

Long-term liquidity requirements include: payments on long-term debt (including finance leases); operating lease obligations; payments of long-term amounts due to shareholders of acquired companies; payments of deferred compensation; and payments of other third-party obligations.

Debt

As of ~~June 30, 2019~~,March 31, 2020, senior long-term borrowings totaled ~~$814.5~~$1,209.1 million and consisted of ~~$14.5~~$409.1 million of borrowings under ~~the Senior Secured Credit Facility that matures in April 2022~~our revolving credit facility and ~~$800.0~~$800.0 million in Senior Notes due 2025 that mature in May 2025. As discussed above, in March 2020, we fully drew down our $410.0 million revolving credit facility in order to increase our cash position and preserve financial flexibility in light of the COVID-19 pandemic.

As of ~~June 30, 2019,~~March 31, 2020, other debt balances totaled ~~$531.9~~$364.8 million and our finance lease obligations and sale-leaseback financings were ~~$83.1~~$91.6 million. Other debt includes lines of credit and short-term borrowing arrangements of subsidiaries, mortgages payable and notes payable.

Approximately ~~$66.4~~$34.4 million of long-term debt, including the current portion, is included in the held-for-sale liabilities recorded on the consolidated balance sheet as of ~~June 30, 2019.~~March 31, 2020. For further description of the held-for-sale amounts see Note 4,Discontinued Operations and Assets Held for Sale, in our consolidated financial statements included elsewhere in this Form 10-Q.

Senior Secured Credit Facility

As of ~~June 30,~~March 31, 2020 and December 31, 2019, the outstanding balance under our Senior Secured Credit Facility was ~~$14.5~~$409.1 million and $202.4 million, respectively, which consisted entirely of ~~the balance~~balances outstanding under our ~~$385.0~~$410.0 million ~~senior secured~~ revolving credit facility. As described above, during the second quarter of 2019, the Company used proceeds from the sales of discontinued operations to fully repay the outstanding balance under the 2024 Term Loan. As of December 31, ~~2018, the outstanding balance under our Senior Secured Credit Facility was~~ ~~$1,321.6 million~~, which consisted of $93.5 million outstanding under our $385.0 million senior secured revolving credit facility and an aggregate outstanding balance of $1,228.1 million, net of a debt discount, under the 2024 Term Loan.

~~Senior Notes~~

~~As of both June 30, 2019 and December 31, 2018, the outstanding balance under our Senior Notes due 2025 was $800.0 million.~~

Covenants

Under ~~our Second Amended and Restated~~the Third A&R Credit Agreement, we are subject to a Consolidated Senior Secured Debt to Consolidated EBITDA financial maintenance covenant, as defined in the ~~Second Amended and Restated~~Third A&R Credit Agreement, unless certain conditions are satisfied. As of ~~June 30, 2019, these conditions were satisfied and, therefore,~~March 31, 2020, we were ~~not subject to~~in compliance with the leverage ratio covenant. The maximum ratio, as defined, is 3.50x as of ~~June 30, 2019~~March 31, 2020 and thereafter. In addition, notes payable at some of our locations contain financial maintenance covenants and we were in compliance with those covenants.

Senior Notes

As of both March 31, 2020 and December 31, 2019, the outstanding balance under our Senior Notes due 2025 was $800.0 million.

Leases

We conduct a significant portion of our operations from leased facilities. These facilities include our corporate headquarters, other office locations, and many of our higher education facilities. As discussed in Note 10, Leases, in our consolidated financial statements included elsewhere in this Form 10-Q, we have significant liabilities recorded related to our leased facilities, which will require future cash payments.

Due to Shareholders of Acquired Companies

~~One~~In the past, one method of payment for acquisitions iswas the use of promissory notes payable to the sellers of acquired companies. As of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, we recorded ~~$35.9~~$16.9 million and ~~$45.4~~$21.5 million, respectively, for these liabilities. See also Note 6, Due to Shareholders of Acquired Companies,, in our consolidated financial statements included elsewhere in this Form 10-Q.

Capital Expenditures

Capital expenditures consist of purchases of property and equipment and expenditures for deferred costs. Our capital expenditure program is a component of our liquidity and capital management strategy. This program includes discretionary spending, which we can adjust in response to economic and other changes in our business environment, to grow our network through the following: (1) capacity expansion at institutions to support enrollment growth; (2) new campuses for institutions in our existing markets; (3) information technology to increase efficiency and controls; and (4) online content development. Our non-discretionary spending includes the maintenance of existing facilities. We typically fund our capital expenditures through cash flow from operations and external financing. In the event that we are unable to obtain the necessary funding for capital expenditures, our long-term growth strategy could be significantly affected. We believe that our internal sources of cash and our ability to obtain additional third-party financing, subject to market conditions, will be sufficient to fund our investing activities.

Our total capital expenditures for our continuing and discontinued operations, excluding receipts from the sale of subsidiaries and property equipment, were ~~$70.8~~$28.1 million and ~~$101.5~~$35.8 million during the ~~six~~three months ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively. The ~~30%~~22% decrease in capital expenditures for the ~~2019~~2020 fiscal ~~period~~quarter compared to the ~~2018~~2019 fiscal ~~period~~quarter was ~~driven by lower~~spending in Peru, Costa Rica and Brazil due to significant capital expenditures made in prior periods to launch several new campuses in these geographies, as well as reduced equipment expenditures in Peru and Mexico combined with reduced capital expenditures as a result of the divestitures.

Derivatives

In the normal course of business, our operations are exposed to fluctuations in foreign currency values and interest rate changes. We mitigate a portion of these risks through a risk-management program that includes the use of derivatives. For further information on our derivatives, see Note 15, Derivative Instruments, in our consolidated financial statements included elsewhere in this Form 10-Q.

Redeemable Noncontrolling Interests and Equity

In connection with certain acquisitions, we have entered into put/call arrangements with certain minority shareholders, and we may be required or elect to purchase additional ownership interests in the associated entities within a specified timeframe. In certain cases, call rights may contain minimum payment provisions. If we exercise such call rights, or negotiate the purchase of additional ownership interests, the consideration required could be higher than the estimated put values.

~~Stock Repurchase Program~~

In July 2019, the Company's board of directors approved a new stock repurchase program to acquire up to $150.0 million of the Company’s Class A common stock. The Company's proposed repurchases may be made from time to time on the open market at prevailing market prices, in privately negotiated transactions, in block trades and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). Repurchases may be effected pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act. The Company's board of directors will review the share repurchase program periodically and may authorize adjustment of its terms and size or suspend or discontinue the program. The Company intends to finance the repurchases with operating cash flows and excess cash and liquidity on hand.

Cash Flows

In the consolidated statements of cash flows, the changes in operating assets and liabilities are presented excluding the effects of exchange rate changes, acquisitions, and reclassifications, as these effects do not represent operating cash flows. Accordingly, the amounts in the consolidated statements of cash flows do not agree with the changes of the operating assets and liabilities as presented in the consolidated balance sheets. The effects of exchange rate changes on cash are presented separately in the consolidated statements of cash flows.

The following table summarizes our cash flows from operating, investing, and financing activities for each of the ~~six~~three months ended ~~June 30, 2019~~March 31, 2020 and ~~2018:~~2019:

(in millions) 2019 2018
Cash provided by (used in):
     Operating activities $ 32.5
$ 1.8
     Investing activities 1,102.4
264.3
     Financing activities (1,396.1 ) (393.1 )
Effects of exchange rates changes on cash 8.7
3.8
Change in cash included in current assets held for sale 88.1
14.1
Net change in cash and cash equivalents and restricted cash $ (164.4 ) $ (109.1 )


(in millions)	2020		2019
Cash (used in) provided by:
Operating activities	$	(3.5)	$	45.0
Investing activities	(24.0)		294.1
Financing activities	267.9		(449.6)
Effects of exchange rates changes on cash	(33.6)		2.0
Change in cash included in current assets held for sale	9.7		(2.8)
Net change in cash and cash equivalents and restricted cash	$	216.5	$	(111.3)

Comparison of Cash Flows for the ~~Six~~Three Months Ended ~~June 30, 2019~~March 31, 2020 to the ~~Six~~Three Months Ended ~~June 30, 2018~~March 31, 2019

Operating Activities

Cash ~~provided by~~flows from operating activities ~~increased~~decreased by ~~$30.7~~$48.5 million to ~~$32.5~~an operating cash outflow of $(3.5) million for the 2020 fiscal quarter from an operating cash inflow of $45.0 million for the 2019 fiscal ~~period from $1.8 million for the 2018 fiscal period.~~quarter. This ~~increase~~decrease in operating cash was ~~primarily due~~attributable to the higher operating loss as well as the year-over-year effect of the divestitures that occurred in 2019, as certain of the divested institutions, such as St. Augustine, contributed positive operating cash flows during the first quarter of 2019. When combined with changes in working capital, these factors accounted for a decrease in operating cash flows of approximately $92.2 million. This decrease was partially offset by: (1) a decrease in cash paid for interest of $33.1 million, from $47.7 million for the 2019 fiscal quarter to $14.6 million for the 2020 fiscal quarter, attributable to lower average debt balances; (2) a decrease in cash paid for taxes of ~~$24.7~~$2.4 million, from ~~$83.2 million for the 2018 fiscal period, which included approximately $34.5 million of payments to the Spanish Tax Authorities, to $58.5~~$18.7 million for the 2019 fiscal ~~period. Cash paid for interest decreased by $10.4 million, from $126.2~~quarter to $16.3 million for the ~~2018~~2020 fiscal ~~period~~quarter; and (3) a positive year-over-year effect to $115.8 million for the 2019 fiscal period, due to decreased interest attributable to lower average debt balances resulting from reductions in debt principal balances. In addition, changes in operating assets and liabilities and other working capital accounted for an increase in operating cash of ~~$3.8 million. These increases in operating cash flows were partially offset by~~$8.2 million related to a cash payment ~~of $8.2 million~~ during the 2019 fiscal ~~period~~quarter to settle cross currency and interest rate swaps in ~~Chile, as discussed in Note 15, Derivative Instruments, in our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.~~Chile.

Investing Activities

Cash ~~provided by~~flows from investing activities ~~increased~~decreased by ~~$838.1~~$318.1 million to ~~$1,102.4~~an investing cash outflow of $(24.0) million for the 2020 fiscal quarter from an investing cash inflow of $294.1 million for the 2019 fiscal ~~period from $264.3 million for the 2018 fiscal period.~~quarter. This ~~increase is~~decrease was primarily attributable ~~to: (1) higher~~to lower cash receipts from the sales of discontinued operations of ~~$786.7~~$327.0 million, from ~~$374.7 million during the 2018 fiscal period (for the sales of our operations in Cyprus, Italy, China, Germany and Morocco) to $1,161.4~~$331.0 million during the 2019 fiscal ~~period~~quarter (for the sales of our St. Augustine and Thailand ~~South Africa, India, Spain~~operations) to $4.0 million, net, during the 2020 fiscal quarter (for the sales of our Costa Rica and ~~Portugal operations); (2)~~NSAD operations and the receipt of a deposit for INTI Malaysia). This decrease in investing cash was partially offset by a decrease in capital expenditures of $30.7 million; and (3) a year-over-year change in cash from derivative settlements for the sale transactions of $22.9 million, related to the foreign exchange swap agreements associated with the sale of the Cyprus and Italy institutions during the 2018 fiscal period and the Spain and Portugal institutions$7.7 million. Additionally, during the 2019 fiscal ~~period. Partially offsetting these increases in investing cash flows was~~quarter, we made a payment of $1.2 million ~~during the 2019 fiscal period~~ for a small acquisition in Brazil. ~~Other items accounted for the remaining change of $1.0 million.~~

Financing Activities

Cash ~~used in~~flows from financing activities increased by ~~$1,003.0~~$717.5 million to ~~$1,396.1~~a financing cash inflow of $267.9 million for the 2020 fiscal quarter from a financing cash outflow of $(449.6) million for the 2019 fiscal ~~period from $393.1 million for the 2018 fiscal period.~~quarter. This increase in financing cash ~~outflow~~inflows was primarily attributable to: (1) net proceeds from long-term debt during the 2020 fiscal quarter, related to ~~higher~~the full draw down on our $410.0 million revolving credit facility in order to increase our cash position and preserve financial flexibility in response to the COVID-19 pandemic, compared to net payments of long-term debt during the 2019 fiscal ~~period as compared to~~quarter, for a change of $714.9 million; (2) proceeds from exercise of common stock options of $26.8 million during the ~~2018~~2020 fiscal ~~period of $996.6 million, as well as higher payments~~quarter; and (3) a payment for a debt ~~issuance costs and~~ redemption ~~and call premiums~~in Chile during the 2019 fiscal ~~period than in the 2018 fiscal period~~quarter of $5.6 million, which was mostly related to a debt repayment in Chile. Payments of deferred price for acquisitions were also higher during the 2019 fiscal period versus the 2018 fiscal period by $6.2 million, due primarily to the full repayment of the St. Augustine seller note. In addition, payments to purchase noncontrolling interest were higher by $5.7 million, primarily attributable to the payment made during the 2019 fiscal period to acquire the remaining 10% noncontrolling interest of one of our operations in India, immediately prior to the sale of those operations.$5.2 million. These increases in financing cash ~~outflow~~inflows were partially offset by ~~a $11.1~~payments of $29.2 million ~~reduction in dividend payments for~~made during the ~~Series A Preferred Stock (no further dividend payments were required following the April 23, 2018 conversion~~2020 fiscal quarter to repurchase shares of ~~the Series A Preferred Stock into~~our Class A common ~~stock).~~stock under our stock repurchase program. Other items accounted for the remaining difference of $0.2 million.

Critical Accounting Policies and Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. Our significant accounting policies are discussed in Note 2, Significant Accounting Policies, of the audited consolidated financial statements included in our ~~2018~~2019 Form 10-K. Our critical accounting policies require the most significant judgments and estimates about the effect of matters that are inherently uncertain. As a result, these accounting policies and estimates could materially affect our financial statements and are critical to the understanding of our results of operations and financial condition. For a complete discussion of our critical accounting policies, see the “Critical Accounting Policies and Estimates” section of the MD&A in our ~~2018~~2019 Form 10-K. During the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, there were no significant changes to our critical accounting policies. We will continue to monitor the effect to the Company of the COVID-19 pandemic and assess whether any changes to our accounting estimates are warranted as additional information becomes available.

Recently ~~Issued~~Adopted Accounting Standards

Refer to Note 2, Significant Accounting Policies, in our consolidated financial statements included elsewhere in this Form 10-Q for recently ~~issued~~adopted accounting standards.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For information regarding our exposure to certain market risks, see Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in our ~~2018~~2019 Form 10-K. There have been no significant changes in our market risk exposures since our December 31, ~~2018~~2019 fiscal year end.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer ~~(‘‘CEO’’~~(“CEO”) and Chief Financial Officer ~~(‘‘CFO’’~~(“CFO”), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the ~~‘‘Exchange Act’’~~“Exchange Act”)), as of the end of the period covered by this Quarterly Report on Form 10-Q. The purpose of disclosure controls and procedures is to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including our CEO and CFO, to allow timely decisions regarding required disclosures. Based on that evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended ~~June 30, 2019~~March 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Please refer to ~~Part I, ‘‘Item~~“Item 3. ~~Legal Proceedings’’ in our 2018 Form 10-K and Part II, “Item 1.~~ Legal Proceedings” in our ~~Quarterly~~Annual Report on Form ~~10-Q~~10-K for the ~~quarter~~year ended ~~March~~December 31, 2019 (the “2019 Form 10-K”) for information regarding material pending legal proceedings. Except as set forth ~~therein and~~ below, there have been no new material legal proceedings and no material developments in the legal proceedings previously disclosed.

~~On April 11, 2019, the Seventh Judicial Circuit in and for St. Johns County, Florida formally entered judgment~~As previously disclosed in the ~~Hemingway et al. v. University~~2019 Form 10-K, in May 2019, Laureate was notified by the Spanish Taxing Authorities (“STA”) that a tax audit was opened for some of ~~St. Augustine~~our Spanish subsidiaries for ~~Health Sciences, Inc. matter, a case filed against our former institution, University~~fiscal years 2014-2015 for corporate income tax based on the STA’s rejection of ~~St. Augustine for Health Sciences, LLC (“USAHS”), relating to matters arising before we acquired that institution in November 2013. On May 31, 2019,~~ the ~~parties settled the lawsuit, without cost to us. On June 9, 2019, the court dismissed a second suit against USAHS, Johnson v. University~~tax deductibility of ~~St. Augustine for Health Sciences, LLC. This suit involved several groups of current and former students who filed separate lawsuits~~financial expenses related to ~~misrepresentation~~the same intercompany acquisitions as the previous tax audits. Iniciativas Culturales de España, S.L. (“ICE”), our Spanish holding company, received the final assessment on January 27, 2020, in ~~advertising~~which the ~~Master~~STA rejected the allegation writ submitted by ICE and confirmed the assessment issued by the tax audit, amounting to approximately EUR 4.3 million ($4.8 million at March 31, 2020). ICE intends to appeal the referred assessment before the Administrative Central Court, and, in order to do so, ICE has posted a cash-collateralized letter of ~~Orthopedic Physician's Assistant Program.~~credit of approximately EUR 4.3 million ($4.8 million at March 31, 2020).

OnFinally, the referred tax audit was extended in June ~~10,~~ 2019 the Supreme People’s Court of the People’s Republic of China affirmed the judgment of the Higher Court of Hunan Province in favor of current and former Laureate affiliates and dismissed an appeal filed by an heir of Chen Zhengxian, a minority shareholder in our former network institution in China, Hunan International Economics University (“HIEU”). Mr. Zhengxian had commenced civil proceedings against LEI Lie Ying Limited and Steven Lin (a former Laureate employee) seeking return of a capital contribution of RMB 172 million and for loss of interest of RMB 28 million or the distribution of dividends in an equivalent amount. Mr. Zhengxian’s heir, Mr. Zheng Ziban, has six months to apply to the ~~Supreme People’s Court~~non-resident income tax for the second semester of fiscal year 2015. On March 11, 2020, ICE received a ~~retrial~~preliminary assessment of approximately EUR 21.6 million ($23.9 million at March 31, 2020). This assessment is not final, and we intend to challenge the ~~case.~~referred assessment before the STA.

On June 10, 2019, the Supreme People’s Court of the People’s Republic of China affirmed the judgment of the Higher Court of Hunan Province in favor of current and former Laureate affiliates and dismissed an appeal filed by Guangdong Nanbo Education Investment Co Ltd, a minority shareholder in the HIEU group. Guangdong Nanbo Education Investment Co Ltd had commenced civil proceedings against LEI Lie Ying Limited (as majority shareholder) and Laureate Shanghai alleging the invalidity of service agreements entered into between HIEU and Laureate Shanghai and the infringement by LEI Lie Ying Limited of HIEU’s interests, seeking the repayment of RMB 265 million fees paid under those agreements. Guangdong Nanbo Education Investment Co Ltd has six months to apply to the Supreme People’s Court for a retrial of the case.

Item 1A. Risk Factors

~~There~~Except as stated below, there have been no material changes to our risk factors as previously disclosed in Part I, Item 1A “Risk Factors” included in our 2019 Form 10-K. In addition to the information contained herein, you should consider the risk factors disclosed in our 2019 Form 10-K. Furthermore, the impact of COVID-19 may also exacerbate other risks discussed in our 2019 Form 10-K, any of which could have a material adverse effect on our business, financial condition, cash flows and results of operations. The situation is changing rapidly, and additional impacts may arise that we are not aware of currently.

An epidemic, pandemic or other public health emergency, such as the recent outbreak of a novel strain of coronavirus (COVID-19), could have a material adverse effect on our business, financial condition, cash flows and results of operations.

A novel strain of coronavirus, COVID-19, first identified in China in late 2019, has spread globally, including to the United States and each country in which we operate. The Company may face risks related to COVID-19, which was declared a global pandemic by the World Health Organization on March 11, 2020. The extent to which COVID-19, like any other rapidly spreading contagious illness, may impact our operations will depend upon the evolution of the outbreak, which is highly speculative at this time and cannot be predicted with any level of confidence. The Company cannot predict the duration of the outbreak, the severity of the illness or the scope, breadth or depth of the actions that may be taken by governmental authorities and/or other third parties in response to the outbreak.

We believe that the continued spread of COVID-19 and any resulting preventative or protective actions could adversely impact our operations. While we have acted quickly to leverage our existing technologies and learning platforms to serve students outside of the traditional classroom setting—and each of our affected institutions has now transitioned most, if not all, of our face-to-face students to an online learning environment—our ability to retain students, enroll new students and maintain tuition levels, as well as the ability of our students to pay tuition and other fees, may be materially adversely affected by, among other things, (i) the health of our students, our faculty and their families; (ii) decreases in our students’ and/or their families’ level of disposable income; (iii) the performance and reliability of our online program infrastructure; (iv) the ability of our recruiters to conduct outreach with prospective students during the student recruitment season; and (v) adverse legislative and regulatory actions. If we are unable to retain students, enroll new students, maintain tuition levels and collect student accounts receivables, we may be required to record impairments and our business, financial condition, cash flows and results of operations may be materially adversely affected.

In addition, an epidemic, pandemic or other public health emergency could adversely affect, and, in the ~~Risk Factors included~~case of COVID-19, has adversely affected, global economies and financial markets. The depth and duration of the global economic and market downturn resulting from COVID-19 remain highly uncertain, particularly given the lack of appropriate historical benchmarks. Reduced economic activity, increased unemployment and, in ~~Item 1A~~some countries, economic recession, may reduce the demand for our programs among students, which could materially adversely affect our business, financial condition, cash flows and results of operations. These adverse economic developments also may result in a reduction in the number of jobs available to our graduates and lower salaries being offered in connection with available employment, which, in turn, may result in declines in our placement and retention rates. As a result, any general economic slowdown or recession that disproportionately impacts the countries in which our institutions operate could have a material adverse effect on our business, financial condition, cash flows

and results of operations. In the event of a sustained market deterioration, we may need additional liquidity, which would require us to evaluate available alternatives and take appropriate actions. Additionally, the COVID-19 pandemic has resulted in severe disruption and volatility in the U.S. financial markets. The trading price of our ~~2018 Form 10-K.~~Class A common stock has declined dramatically since the beginning of March 2020 and may continue to experience volatility and declines.

The COVID-19 pandemic continues to evolve rapidly. The ultimate impact of COVID-19—like any other major epidemic, pandemic or public health emergency—is highly uncertain and subject to change. We do not yet know the full extent of potential impacts on our business or the global economy as a whole. We intend to continue to monitor the situation.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities (in thousands, except per share amounts)

The following table provides a summary of the Company’s purchases of its Class A common stock during the three months ended March 31, 2020 pursuant to the Company’s authorized stock repurchase program:


Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Approximate dollar value of shares yet to be purchased under the plans or programs ⁽¹⁾
1/1/20 - 1/31/20	1,619	$	18.02	1,619	$	—
2/1/20 - 2/29/20	—	—		—	—
3/1/20 - 3/31/20	—	—		—	—
Total	1,619	$	18.02	1,619	$	—

⁽¹⁾On August 8, 2019, the Company announced that its board of directors had authorized a stock repurchase program to acquire up to $150,000 of the Company’s Class A common stock. In early October 2019, the Company's stock repurchases reached the previously authorized limit of $150,000 and, on October 14, 2019, the Company's board of directors approved the increase of its existing authorization to repurchase shares of the Company's Class A common stock by $150,000. In January 2020, the Company's stock repurchases reached the authorized limit.

Item 6. Exhibits

(a) Exhibits filed with this report or, where indicated, previously filed and incorporated by reference:

Exhibit

No.

Exhibit Description

Form

File Number

Exhibit

Number

Filing Date

2.1#

Amended and Restated Sale and Purchase Agreement, dated as of November 22, 2017 and amended and restated on January 11, 2018, by and among LEI European Investments B.V., Laureate International B.V. and Galileo Global Education Luxco S.À R.L.

10-K

001-38002

2.7

03/20/2018

2.2#

Sale and Purchase Agreement, dated April 12, 2018, among LEI European Investments B.V., Laureate International B.V. and Global University Systems Germany B.V.

8-K

001-38002

2.1

04/18/2018

2.3#

Asset Purchase Agreement, dated January 15, 2018, among Kendall College, LLC, The Dining Room at Kendall NFP, National Louis University and Laureate Education, Inc.

8-K

001-38002

2.1

08/07/2018

2.4#

Membership Interest Purchase Agreement, dated April 24, 2018, by and among Laureate Education, Inc., Exeter Street Holdings, LLC, University of St. Augustine for Health Sciences, LLC and University of St. Augustine Acquisition Corp.

10-Q

001-38002

2.4

08/09/2018

2.5#

Sale and Purchase Agreement, dated December 12, 2018, by and among Iniciativas Culturales de España S.L., Laureate I B.V. and Samarinda Investments, S.L.

10-K

001-38002

2.5

02/28/2019

2.6#

Share Purchase Agreement relating to the sale and purchase of equity shares of Pearl Retail Solutions Private Limited, M-Power Energy India Private Limited and Data Ram Sons Private Limited

8-K

001-38002

2.1

05/13/2019

2.7#

Share Purchase Agreement relating to all the shares in the capital of Education Turkey B.V.

8-K

001-38002

2.1

08/29/2019

2.8#

Equity Purchase Agreement, dated January 10, 2020, by and among SP Costa Rica Holdings, LLC, Laureate International B.V. and Laureate Education, Inc.

10-K

001-38002

2.8

02/27/2020

3.1

Amended and Restated Certificate of Incorporation

S-1/A

333-207243

3.1

01/31/2017

3.2

Amended and Restated Bylaws

S-1/A

333-207243

3.2

01/31/2017

3.3

Certificate of Retirement of Convertible Redeemable Preferred Stock, Series A

8-K

001-38002

3.1

07/20/2018

4.1

Description of Capital Stock of Laureate Education, Inc.

10-K

001-38002

4.1

02/27/2020

4.2

Indenture, dated as of April 26, 2017, by and among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee, governing the 8.250% Senior Notes due 2025

8-K

001-38002

4.3

04/27/2017

4.3

Form of 8.250% Senior Note due 2025 (included as Exhibit A to Exhibit 4.3)

8-K

001-38002

4.3

04/27/2017

10.1†

2007 Stock Incentive Plan for Key Employees of Laureate Education, Inc. and its Subsidiaries

S-1/A

333-207243

10.31

11/20/2015

10.2†

2007 Stock Incentive Plan Form of Stock Option Agreement, as amended on August 31, 2010

S-1/A

333-207243

10.32

11/20/2015

10.3†

2013 Long-Term Incentive Plan Form of Stock Option Agreement effective as of September 11, 2013

S-1/A

333-207243

10.34

11/20/2015

10.4†

Laureate Education, Inc. Deferred Compensation Plan, as amended and restated effective January 1, 2009

S-1/A

333-207243

10.35

11/20/2015

10.5†

Form of Management Stockholder’s Agreement for equityholders

S-1/A

333-207243

10.36

11/20/2015

10.6†

Employment Offer Letter, dated July 21, 2008, between Laureate Education, Inc. and Eilif Serck‑Hanssen

S-1/A

333-207243

10.40

11/20/2015

10.7†

Amendment to Employment Offer Letter, dated December 9, 2010, between Laureate Education, Inc. and Eilif Serck -Hanssen

S-1/A

333-207243

10.41

11/20/2015

10.8†

Form of Time -Based Restricted Stock Units Agreement, for grants from and after September 11, 2013

S-1/A

333-207243

10.43

11/20/2015

Exhibit
No.
Exhibit Description Form File Number
Exhibit
Number
Filing Date
2.1#
Amended and Restated Sale and Purchase Agreement, dated as of November 22, 2017 and amended and restated on January 11, 2018, by and among LEI European Investments B.V., Laureate International B.V. and Galileo Global Education Luxco S.À R.L.
10-K 001-38002 2.7 03/20/2018
2.2#
Sale and Purchase Agreement, dated April 12, 2018, among LEI European Investments B.V., Laureate International B.V. and Global University Systems Germany B.V.
8-K
001-38002

2.1 04/18/2018
2.3#
Asset Purchase Agreement, dated January 15, 2018, among Kendall College, LLC, The Dining Room at Kendall NFP, National Louis University and Laureate Education, Inc.
8-K 001-38002 2.1 08/07/2018
2.4#
Membership Interest Purchase Agreement, dated April 24, 2018, by and among Laureate Education, Inc., Exeter Street Holdings, LLC, University of St. Augustine for Health Sciences, LLC and University of St. Augustine Acquisition Corp.
10-Q 001-38002 2.4 08/09/2018
2.5#
Sale and Purchase Agreement, dated December 12, 2018, by and among Iniciativas Culturales de España S.L., Laureate I B.V. and Samarinda Investments, S.L.
10-K 001-38002 2.5 02/28/2019
3.1
Amended and Restated Certificate of Incorporation
S‑1/A 333‑207243 3.1 01/31/2017
3.2
Amended and Restated Bylaws
S‑1/A 333‑207243 3.2 01/31/2017
3.3
Certificate of Retirement of Convertible Redeemable Preferred Stock, Series A
8-K 001-38002 3.1 07/20/2018
4.1
Indenture, dated as of April 21, 2017, between Laureate Education, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee, governing the 9.250% Replacement Senior Notes due 2019
8-K 001-38002 4.1 04/27/2017
4.2
Form of Global Note governing the 9.250% Replacement Senior Notes due 2019 (included as Exhibit A to Exhibit 4.1)
8-K 001-38002 4.1 04/27/2017
4.3
Indenture, dated as of April 26, 2017, by and among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee, governing the 8.250% Senior Notes due 2025
8-K 001-38002 4.3 04/27/2017
4.4
Form of 8.250% Senior Note due 2025 (included as Exhibit A to Exhibit 4.3)
8-K 001-38002 4.3 04/27/2017
10.1†
2007 Stock Incentive Plan for Key Employees of Laureate Education, Inc. and its Subsidiaries
S‑1/A 333‑207243 10.31 11/20/2015
10.2†
2007 Stock Incentive Plan Form of Stock Option Agreement, as amended on August 31, 2010
S‑1/A 333‑207243 10.32 11/20/2015
10.3†
2013 Long-Term Incentive Plan Form of Stock Option Agreement effective as of September 11, 2013
S‑1/A 333‑207243 10.34 11/20/2015
10.4†
Laureate Education, Inc. Deferred Compensation Plan, as amended and restated effective January 1, 2009
S‑1/A 333‑207243 10.35 11/20/2015
10.5†
Form of Management Stockholder’s Agreement for equityholders
S‑1/A 333‑207243 10.36 11/20/2015
10.6†
Employment Offer Letter, dated July 21, 2008, between Laureate Education, Inc. and Eilif Serck‑Hanssen
S‑1/A 333‑207243 10.40 11/20/2015
10.7†
Amendment to Employment Offer Letter, dated December 9, 2010, between Laureate Education, Inc. and Eilif Serck‑Hanssen
S‑1/A 333‑207243 10.41 11/20/2015
10.8†
Time‑Based Restricted Stock Agreement, effective August 5, 2008, between Laureate Education, Inc. and Eilif Serck‑Hanssen
S‑1/A 333‑207243 10.42 11/20/2015
10.9†
Form of Time‑Based Restricted Stock Units Agreement, for grants from and after September 11, 2013
S‑1/A 333‑207243 10.43 11/20/2015

Exhibit

No.

Exhibit Description

Form

File Number

Exhibit

Number

Filing Date

10.9

Master Service and Confidentiality Agreement, dated April 28, 2014, by and between Laureate Education, Inc. and Accenture LLP

S-1/A

333-207243

10.45

11/20/2015

10.10‡

System Wide Master Agreement, dated April 10, 2015, between Blackboard Inc. and Laureate Education, Inc.

S-1/A

333-207243

10.46

11/20/2015

10.11†

Form of Stockholders’ Agreement for Entity -Appointed Directors

S-1/A

333-207243

10.47

11/20/2015

10.12†

Form of Stockholders’ Agreement for Individual Directors

S-1/A

333-207243

10.48

11/20/2015

10.13†

Executive Retention Agreement, dated February 25, 2016, by and between Ricardo Berckemeyer and Laureate Education, Inc., effective as of September 1, 2015

S-1/A

333-207243

10.54

05/20/2016

10.14†

2013 Long -Term Incentive Plan Form of Stock Option Agreement for 2016 for Named Executive Officers

S-1/A

333-207243

10.57

05/20/2016

10.15†

2013 Long -Term Incentive Plan Form of Stock Option Agreement for 2016

S-1/A

333-207243

10.58

05/20/2016

10.16†

2013 Long -Term Incentive Plan Form of Restricted Stock Units Agreement for 2016 for Named Executive Officers

S-1/A

333-207243

10.59

05/20/2016

10.17†

2013 Long -Term Incentive Plan Form of Restricted Stock Units Agreement for 2016

S-1/A

333-207243

10.60

05/20/2016

10.18

Subscription Agreement, dated as of December 4, 2016, by and among Laureate Education, Inc., Macquarie Sierra Investment Holdings Inc., and each of the other Persons listed on Schedule A and Schedule B thereto.

S-1/A

333-207243

10.63

12/15/2016

10.19

Registration Rights Agreement by and among Laureate Education, Inc., each of the Investors set forth on Schedule A thereto, Douglas L. Becker and Wengen Alberta, Limited Partnership

10-K

001-38002

10.29

03/20/2018

10.20

Investors’ Stockholders Agreement by and among Laureate Education, Inc., Wengen Alberta, Limited Partnership and the Investors set forth on Schedule A thereto

10-K

001-38002

10.30

03/20/2018

10.21†

Form of Cash Long -Term Incentive Plan Agreement

S-1/A

333-207243

10.73

01/10/2017

10.22

Amended and Restated Securityholders Agreement by and among Wengen Alberta, Limited Partnership, Laureate Education, Inc. and the other parties thereto

8-K

001-38002

10.1

02/06/2017

10.23

Amended and Restated Registration Rights Agreement by and among Wengen Alberta, Limited Partnership, Wengen Investments Limited, Laureate Education, Inc. and the other parties thereto

8-K

001-38002

10.2

02/06/2017

10.24†

Amendment to the 2007 Stock Incentive Plan for Key Employees of Laureate Education, Inc. and its Subsidiaries

10-K

001-38002

10.76

03/29/2017

10.25

Amended and Restated Guarantee, dated as of April 26, 2017, by Laureate Education, Inc. and certain domestic subsidiaries of Laureate Education, Inc. party thereto from time to time, as guarantors, in favor of Citibank, N.A., as collateral agent

10-Q

001-38002

10.83

05/11/2017

10.26

Amended and Restated Pledge Agreement, dated as of April 26, 2017, among Laureate Education, Inc. and certain domestic subsidiaries of Laureate Education, Inc. party thereto from time to time, as pledgors, and Citibank, N.A., as collateral agent

10-Q

001-38002

10.84

05/11/2017

10.27

Amended and Restated Security Agreement, dated as of April 26, 2017, among Laureate Education, Inc. and certain domestic subsidiaries of Laureate Education, Inc. party thereto from time to time, as grantors, and Citibank, N.A., as collateral agent

10-Q

001-38002

10.85

05/11/2017

10.28

Second Amended and Restated Collateral Agreement, dated as of April 26, 2017, between Walden University, LLC, certain other domestic subsidiaries of Laureate Education, Inc. from time to time, and Citibank, N.A., as collateral agent

10-Q

001-38002

10.86

05/11/2017

Exhibit

No.

Exhibit Description

Form

File Number

Exhibit

Number

Filing Date

10.29†

Laureate Education, Inc. Amended and Restated 2013 Long-Term Incentive Plan

8-K

001-38002

10.1

06/20/2017

10.30†

Amended and Restated 2013 Long -Term Incentive Plan Form of Annual Performance Share Units Notice and Agreement for 2017

10-Q

001-38002

10.51

08/08/2017

10.31†

Amended and Restated 2013 Long -Term Incentive Plan Form of Performance-based Stock Option Agreement for 2017

10-Q

001-38002

10.52

08/08/2017

10.32†

Amended and Restated 2013 Long -Term Incentive Plan Form of Time-based Stock Option Agreement for 2017

10-Q

001-38002

10.53

08/08/2017

10.33†

Amended and Restated 2013 Long -Term Incentive Plan Form of Restricted Stock Units Notice and Agreement for 2017

10-Q

001-38002

10.54

08/08/2017

10.34†

Amended and Restated 2013 Long -Term Incentive Plan Form of Performance Share Units Notice and Agreement for 2017

10-Q

001-38002

10.55

08/08/2017

10.35†

Amended and Restated 2013 Long -Term Incentive Plan Form of Performance-based Stock Option Agreement for 2017 for Certain Executives

10-Q

001-38002

10.56

08/08/2017

10.36†

Amended and Restated 2013 Long -Term Incentive Plan Form of Time-based Stock Option Agreement for 2017 for Certain Executives

10-Q

001-38002

10.57

08/08/2017

10.37†

Amended and Restated 2013 Long -Term Incentive Plan Form of Restricted Stock Units Notice and Agreement for 2017 for Certain Executives

10-Q

001-38002

10.58

08/08/2017

10.38†

Form of 2017-2018 Laureate Executive Cash Long-Term Bonus Plan for Certain Executives

10-Q

001-38002

10.59

08/08/2017

10.39†

Employment Offer Letter, dated August 15, 2017, between Laureate Education, Inc. and Victoria Silbey

10-Q

001-38002

10.61

11/08/2017

10.40†

Form of Stock Option Agreement with exercise price of $18.36 for certain executives

10-Q

001-38002

10.64

11/08/2017

10.41†

Form of Stock Option Agreement with exercise price of $21.00 for certain executives

10-Q

001-38002

10.65

11/08/2017

10.42†

Employment Offer Letter, dated November 6, 2017, between Laureate Education, Inc. and Jean-Jacques Charhon

10-K

001-38002

10.67

03/20/2018

10.43†

Transitional Employment Agreement, effective as of November 9, 2017, between Paula Singer and Laureate Education, Inc.

10-K

001-38002

10.68

03/20/2018

10.44

Stock Option Agreement, dated as of January 2, 2018, between Jean-Jacques Charhon and Laureate Education, Inc.

10-Q

001-38002

10.71

05/09/2018

10.45†

Employment Offer Letter, dated May 3, 2018, between Timothy Grace and Laureate Education, Inc.

10-Q

001-38002

10.72

08/09/2018

10.46†

Amended and Restated International Letter of Assignment, dated July 12, 2017, between Neel Broker and Laureate Education, Inc.

10-K

001-38002

10.73

02/28/2019

10.47†

Addendum, dated December 18, 2018, to the Amended and Restated International Letter of Assignment between Neel Broker and Laureate Education, Inc.

10-K

001-38002

10.74

02/28/2019

10.48†

Form of 2019 Annual Incentive Plan

10-Q

001-38002

10.62

08/08/2019

10.49†

Form of Director Indemnity Agreement

10-Q

001-38002

10.64

08/08/2019

10.50†

Separation Agreement, dated July 14, 2019, between Ricardo Berckemeyer and Laureate Education, Inc., effective as of July 15, 2019

10-Q

001-38002

10.65

08/08/2019

10.51†

Separation Agreement and General Release, dated July 25, 2019, between Jose Roberto Loureiro and Laureate Education, Inc., effective as of July 29, 2019

10-Q

001-38002

10.66

08/08/2019

10.52#

Third Amended and Restated Credit Agreement, dated as of October 7, 2019, among Laureate Education, Inc., the lending institutions from time to time parties thereto, and Citibank, N.A., as administrative agent and collateral agent

8-K

001-38002

10.1

10/11/2019

Exhibit
No.
Exhibit Description Form File Number
Exhibit
Number
Filing Date
10.10
Master Service and Confidentiality Agreement, dated April 28, 2014, by and between Laureate Education, Inc. and Accenture LLP
S‑1/A 333‑207243 10.45 11/20/2015
10.11‡
System Wide Master Agreement, dated April 10, 2015, between Blackboard Inc. and Laureate Education, Inc.
S‑1/A 333‑207243 10.46 11/20/2015
10.12†
Form of Stockholders’ Agreement for Entity‑Appointed Directors
S‑1/A 333‑207243 10.47 11/20/2015
10.13†
Form of Stockholders’ Agreement for Individual Directors
S‑1/A 333‑207243 10.48 11/20/2015
10.14†
2013 Long-Term Incentive Plan Form of Restricted Stock Units Agreement
S‑1/A 333‑207243 10.49 11/20/2015
10.15†
2013 Long-Term Incentive Plan Form of Performance Share Units Agreement
S‑1/A 333‑207243 10.50 11/20/2015
10.16
Form of Laureate Education, Inc. Note Exchange Agreement dated as of April 15, 2016
S‑1/A 333‑207243 10.53 05/20/2016
10.17†
Executive Retention Agreement, dated February 25, 2016, by and between Ricardo Berckemeyer and Laureate Education, Inc., effective as of September 1, 2015
S‑1/A 333‑207243 10.54 05/20/2016
10.18†
2013 Long‑Term Incentive Plan Form of Performance Share Units Agreement for 2016 for Named Executive Officers
S‑1/A 333‑207243 10.55 05/20/2016
10.19†
2013 Long‑Term Incentive Plan Form of Performance Share Units Agreement for 2016
S‑1/A 333‑207243 10.56 05/20/2016
10.20†
2013 Long‑Term Incentive Plan Form of Stock Option Agreement for 2016 for Named Executive Officers
S‑1/A 333‑207243 10.57 05/20/2016
10.21†
2013 Long‑Term Incentive Plan Form of Stock Option Agreement for 2016
S‑1/A 333‑207243 10.58 05/20/2016
10.22†
2013 Long‑Term Incentive Plan Form of Restricted Stock Units Agreement for 2016 for Named Executive Officers
S‑1/A 333‑207243 10.59 05/20/2016
10.23†
2013 Long‑Term Incentive Plan Form of Restricted Stock Units Agreement for 2016
S‑1/A 333‑207243 10.60 05/20/2016
10.24
Subscription Agreement, dated as of December 4, 2016, by and among Laureate Education, Inc., Macquarie Sierra Investment Holdings Inc., and each of the other Persons listed on Schedule A and Schedule B thereto.
S‑1/A 333‑207243 10.63 12/15/2016
10.25
Registration Rights Agreement by and among Laureate Education, Inc., each of the Investors set forth on Schedule A thereto, Douglas L. Becker and Wengen Alberta, Limited Partnership
10-K
001-38002

10.29 03/20/2018
10.26
Investors’ Stockholders Agreement by and among Laureate Education, Inc., Wengen Alberta, Limited Partnership and the Investors set forth on Schedule A thereto
10-K
001-38002

10.30 03/20/2018
10.27
Exchange and Registration Rights Agreement, dated as of December 30, 2016, among Laureate Education, Inc., the guarantors listed on the signature pages thereto and the initial holders listed on the signature pages thereto
S‑1/A 333‑207243 10.69 01/10/2017
10.28†
2013 Long‑Term Incentive Plan Form of Restricted Stock Units Agreement for October 2016
S‑1/A 333‑207243 10.70 01/10/2017
10.29†
2013 Long‑Term Incentive Plan Form of Performance Share Units Agreement for Named Executive Officers for October 2016
S‑1/A 333‑207243 10.71 01/10/2017
10.30†
2013 Long‑Term Incentive Plan Form of Performance Share Units Agreement for October 2016
S‑1/A 333‑207243 10.72 01/10/2017
10.31†
Form of Cash Long‑Term Incentive Plan Agreement
S‑1/A 333‑207243 10.73 01/10/2017
10.32
Amended and Restated Securityholders Agreement by and among Wengen Alberta, Limited Partnership, Laureate Education, Inc. and the other parties thereto
8‑K 001‑38002 10.1 02/06/2017

Exhibit
No.
Exhibit Description Form File Number
Exhibit
Number
Filing Date
10.33
Amended and Restated Registration Rights Agreement by and among Wengen Alberta, Limited Partnership, Wengen Investments Limited, Laureate Education, Inc. and the other parties thereto
8‑K 001‑38002 10.2 02/06/2017
10.34†
Amendment to the 2007 Stock Incentive Plan for Key Employees of Laureate Education, Inc. and its Subsidiaries
10-K 001-38002 10.76 03/29/2017
10.35
Form of Confirmation Letter, dated April 21, 2017, between Laureate Education, Inc. and the other party thereto
8-K 001-38002 10.1 04/27/2017
10.36
Seventh Amendment to Amended and Restated Credit Agreement, Amendment to Security Documents, and Release of Foreign Obligations and Certain Credit Parties, dated April 26, 2017, among Laureate Education, Inc., Iniciativas Culturales de España S.L., as the foreign subsidiary borrower, certain domestic subsidiaries of Laureate Education, Inc., Citibank, N.A., as administrative agent and collateral agent, certain financial institutions, and others party thereto
10-Q 001-38002 10.81 05/11/2017
10.37
Second Amended and Restated Credit Agreement, dated as of April 26, 2017, among Laureate Education, Inc., the lending institutions party thereto from time to time, and Citibank, N.A., as administrative agent and collateral agent
10-Q 001-38002 10.82 05/11/2017
10.38
Amended and Restated Guarantee, dated as of April 26, 2017, by Laureate Education, Inc. and certain domestic subsidiaries of Laureate Education, Inc. party thereto from time to time, as guarantors, in favor of Citibank, N.A., as collateral agent
10-Q 001-38002 10.83 05/11/2017
10.39
Amended and Restated Pledge Agreement, dated as of April 26, 2017, among Laureate Education, Inc. and certain domestic subsidiaries of Laureate Education, Inc. party thereto from time to time, as pledgors, and Citibank, N.A., as collateral agent
10-Q 001-38002 10.84 05/11/2017
10.40
Amended and Restated Security Agreement, dated as of April 26, 2017, among Laureate Education, Inc. and certain domestic subsidiaries of Laureate Education, Inc. party thereto from time to time, as grantors, and Citibank, N.A., as collateral agent
10-Q 001-38002 10.85 05/11/2017
10.41
Second Amended and Restated Collateral Agreement, dated as of April 26, 2017, between Walden University, LLC, certain other domestic subsidiaries of Laureate Education, Inc. from time to time, and Citibank, N.A., as collateral agent
10-Q 001-38002 10.86 05/11/2017
10.42†
Laureate Education, Inc. Amended and Restated 2013 Long-Term Incentive Plan
8-K 001-38002 10.1 06/20/2017
10.43†
Amended and Restated 2013 Long‑Term Incentive Plan Form of Annual Performance Share Units Notice and Agreement for 2017
10-Q 001-38002 10.51 08/08/2017
10.44†
Amended and Restated 2013 Long‑Term Incentive Plan Form of Performance-based Stock Option Agreement for 2017
10-Q 001-38002 10.52 08/08/2017
10.45†
Amended and Restated 2013 Long‑Term Incentive Plan Form of Time-based Stock Option Agreement for 2017
10-Q 001-38002 10.53 08/08/2017
10.46†
Amended and Restated 2013 Long‑Term Incentive Plan Form of Restricted Stock Units Notice and Agreement for 2017
10-Q 001-38002 10.54 08/08/2017
10.47†
Amended and Restated 2013 Long‑Term Incentive Plan Form of Performance Share Units Notice and Agreement for 2017
10-Q 001-38002 10.55 08/08/2017
10.48†
Amended and Restated 2013 Long‑Term Incentive Plan Form of Performance-based Stock Option Agreement for 2017 for Certain Executives
10-Q 001-38002 10.56 08/08/2017
10.49†
Amended and Restated 2013 Long‑Term Incentive Plan Form of Time-based Stock Option Agreement for 2017 for Certain Executives
10-Q 001-38002 10.57 08/08/2017

Exhibit
No.
Exhibit Description Form File Number
Exhibit
Number
Filing Date
10.50†
Amended and Restated 2013 Long‑Term Incentive Plan Form of Restricted Stock Units Notice and Agreement for 2017 for Certain Executives
10-Q 001-38002 10.58 08/08/2017
10.51†
Form of 2017-2018 Laureate Executive Cash Long-Term Bonus Plan for Certain Executives
10-Q 001-38002 10.59 08/08/2017
10.52†
Employment Offer Letter, dated August 15, 2017, between Laureate Education, Inc. and Victoria Silbey
10-Q 001-38002 10.61 11/08/2017
10.53†
Form of Stock Option Agreement with exercise price of $18.36 for certain executives
10-Q 001-38002 10.64 11/08/2017
10.54†
Form of Stock Option Agreement with exercise price of $21.00 for certain executives
10-Q 001-38002 10.65 11/08/2017
10.55
First Amendment to Second Amended and Restated Credit Agreement, dated as of February 1, 2018 among Laureate Education, Inc., Citibank, N.A., as administrative agent and collateral agent, the other parties and financial institutions party thereto
8-K 001-38002 10.1 02/01/2018
10.56†
Employment Offer Letter, dated November 6, 2017, between Laureate Education, Inc. and Jean-Jacques Charhon
10-K 001-38002 10.67 03/20/2018
10.57†
Transitional Employment Agreement, effective as of November 9, 2017, between Paula Singer and Laureate Education, Inc.
10-K 001-38002 10.68 03/20/2018
10.58
Stock Option Agreement, dated as of January 2, 2018, between Jean-Jacques Charhon and Laureate Education, Inc.
10-Q 001-38002 10.71 05/09/2018
10.59†
Employment Offer Letter, dated May 3, 2018, between Timothy Grace and Laureate Education, Inc.
10-Q 001-38002 10.72 08/09/2018
10.60†
Amended and Restated International Letter of Assignment, dated July 12, 2017, between Neel Broker and Laureate Education, Inc.
10-K 001-38002 10.73 02/28/2019
10.61†
Addendum, dated December 18, 2018, to the Amended and Restated International Letter of Assignment between Neel Broker and Laureate Education, Inc.
10-K 001-38002 10.74 02/28/2019
10.62*†
Form of 2019 Annual Incentive Plan

10.63*†
Laureate Education, Inc. Severance Policy for Executives

10.64*†
Form of Director Indemnity Agreement

10.65*†
Separation Agreement, dated July 14, 2019, between Ricardo Berckemeyer and Laureate Education, Inc., effective as of July 15, 2019

10.66*†
Separation Agreement and General Release, dated July 25, 2019, between Jose Roberto Loureiro and Laureate Education, Inc., effective as of July 29, 2019

21.1*
List of Subsidiaries of the Registrant

31.1*
Certification pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002

31.2*
Certification pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002

32*
Certifications pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002

Exhibit

No.

Exhibit Description

Form

File Number

Exhibit

Number

Filing Date

10.53*†◊

Form of Retention Letter for Certain Corporate Executives

10.54*†

Form of Retention/Transaction Bonus Letter for Certain Regional Executives

10.55*†

Form of Named Executive Officer Temporary Salary Reduction Letter

31.1*

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32*

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Ex. 101.INS*

XBRL Instance Document — the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document

Ex. 101.SCH*

XBRL Taxonomy Extension Schema Document

Ex. 101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

Ex. 101.LAB*

XBRL Taxonomy Extension Label Linkbase Document

Ex. 101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

Ex. 101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

104

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

~~Filed herewith.~~

Filed herewith.

Laureate Education, Inc. hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement to the U.S. Securities and Exchange Commission upon request.

†

Indicates a management contract or compensatory plan or arrangement.

‡

Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the U.S. Securities and Exchange Commission.

◊

Certain identified information has been omitted from this exhibit because it is both (1) not material, and (2) would be competitively harmful if publicly disclosed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on ~~August 8, 2019.~~

May 7, 2020.

/s/ JEAN-JACQUES CHARHON

Jean-Jacques Charhon

Executive Vice President and Chief Financial Officer

/s/ TAL DARMON

Tal Darmon

Chief Accounting Officer, Senior Vice President ~~Chief Accounting Officer~~

and Global Corporate Controller



Class						Outstanding at ~~June 30, 2019~~March 31, 2020
Class A common stock, par value $0.004 per share						~~118,806,216~~119,074,637 shares
Class B common stock, par value $0.004 per share						~~105,866,032~~90,813,257 shares



For the three months ended June 30,	2019			2018
For the three months ended March 31,							For the three months ended March 31,	2020		2019
	(Unaudited)			(Unaudited)				(Unaudited)		(Unaudited)
Revenues	$	1,001,802		$	1,017,196		Revenues	$	528,557	$	601,072
Costs and expenses:							Costs and expenses:
Direct costs	720,230			725,774			Direct costs	588,987		639,190
General and administrative expenses	67,405			73,202			General and administrative expenses	52,937		53,911
Loss on impairment of assets	470			—			Loss on impairment of assets	3,768		—
Operating income	213,697			218,220
Operating loss							Operating loss	(117,135)		(92,029)
Interest income	2,844			2,588			Interest income	2,667		3,553
Interest expense	(41,467		)	(60,110		)	Interest expense	(36,110)		(54,653)
Loss on debt extinguishment	(15,595		)	—			Loss on debt extinguishment	—		(10,622)
Gain on derivatives	2,632			111,596			Gain on derivatives	802		5,183
Other income (expense), net	7,696			(91		)
Other (expense) income, net							Other (expense) income, net	(102)		397
Foreign currency exchange gain (loss), net	8,817			(5,668		)	Foreign currency exchange gain (loss), net	35,944		(4,746)
Income from continuing operations before income taxes and equity in net income of affiliates	178,624			266,535
Income tax expense	(74,343		)	(92,654		)
Gain on sales of subsidiaries, net							Gain on sales of subsidiaries, net	2,729		—
Loss from continuing operations before income taxes and equity in net income of affiliates							Loss from continuing operations before income taxes and equity in net income of affiliates	(111,205)		(152,917)
Income tax benefit							Income tax benefit	235,102		35,848
Equity in net income of affiliates, net of tax	219			—			Equity in net income of affiliates, net of tax	185		—
Income from continuing operations	104,500			173,881
Income from discontinued operations, net of tax (expense) benefit of ($3,942) and $3,765, respectively	33,600			38,072
Gain on sales of discontinued operations, net of tax benefit of $34,457 and $0, respectively	641,516			12,003
Income (loss) from continuing operations							Income (loss) from continuing operations	124,082		(117,069)
(Loss) income from discontinued operations, net of tax expense of $1,482 and $10,141, respectively							(Loss) income from discontinued operations, net of tax expense of $1,482 and $10,141, respectively	(3,804)		63,329
(Loss) gain on sales of discontinued operations, including tax benefit of $1,591 and $287, respectively							(Loss) gain on sales of discontinued operations, including tax benefit of $1,591 and $287, respectively	(21,962)		248,005
Net income	779,616			223,956			Net income	98,316		194,265
Net loss attributable to noncontrolling interests	1,976			456
Net loss (income) attributable to noncontrolling interests							Net loss (income) attributable to noncontrolling interests	1,299		(3,022)
Net income attributable to Laureate Education, Inc.	$	781,592		$	224,412		Net income attributable to Laureate Education, Inc.	$	99,615	$	191,243

Accretion of Series A convertible redeemable preferred stock and other redeemable noncontrolling interests and equity	194			(4,324		)
Gain upon conversion of Series A convertible redeemable preferred stock	—			74,110
Net income available to common stockholders	$	781,786		$	294,198


Basic and diluted earnings (loss) per share:
Income (loss) from continuing operations	$	0.59	$	(0.52)
(Loss) income from discontinued operations	(0.12)		1.37
Basic and diluted earnings per share	$	0.47	$	0.85



Basic earnings per share:
Income from continuing operations	$	0.48	$	1.14
Income from discontinued operations	3.00		0.23
Basic earnings per share	$	3.48	$	1.37
Diluted earnings per share:
Income from continuing operations	$	0.48	$	0.78
Income from discontinued operations	3.00		0.22
Diluted earnings per share	$	3.48	$	1.00



Basic earnings per share:
(Loss) income from continuing operations	$	(0.03	)	$	0.09
Income from discontinued operations	4.36			1.92
Basic earnings per share	$	4.33		$	2.01
Diluted earnings per share:
(Loss) income from continuing operations	$	(0.03	)	$	0.03
Income from discontinued operations	4.36			1.72
Diluted earnings per share	$	4.33		$	1.75



	For the three months ended						For the six months ended
	June 30,						June 30,
	2019			2018			2019			2018
Revenues
Brazil	$	197,106		$	225,599		$	307,074		$	348,391
Mexico	162,455			159,645			318,919			315,543
Andean	422,994			409,546			561,937			544,600
Rest of World	60,585			61,341			114,741			113,615
Online & Partnerships	159,715			164,955			321,489			332,986
Corporate	(1,053		)	(3,890		)	(562		)	(5,723		)
Revenues	$	1,001,802		$	1,017,196		$	1,623,598		$	1,649,412
Adjusted EBITDA of reportable segments
Brazil	$	58,856		$	77,934		$	28,200		$	51,918
Mexico	31,585			27,806			57,413			58,250
Andean	186,734			184,198			153,491			144,766
Rest of World	10,459			7,603			14,958			10,593
Online & Partnerships	49,859			45,427			98,435			90,401
Total Adjusted EBITDA of reportable segments	337,493			342,968			352,497			355,928
Reconciling items:
Corporate	(40,205		)	(39,368		)	(76,814		)	(81,994		)
Depreciation and amortization expense	(49,740		)	(52,885		)	(97,384		)	(109,854		)
Loss on impairment of assets	(470		)	—			(470		)	—
Share-based compensation expense	(4,748		)	(7,261		)	(7,735		)	(3,184		)
EiP expenses	(28,633		)	(25,234		)	(40,926		)	(35,297		)
Operating income	213,697			218,220			129,168			125,599
Interest income	2,844			2,588			6,397			5,856
Interest expense	(41,467		)	(60,110		)	(96,122		)	(123,445		)
Loss on debt extinguishment	(15,595		)	—			(26,217		)	(7,481		)
Gain on derivatives	2,632			111,596			7,815			92,256
Other income (expense), net	7,696			(91		)	8,055			2,506
Foreign currency exchange gain (loss), net	8,817			(5,668		)	4,158			(17,450		)
Income from continuing operations before income taxes	$	178,624		$	266,535		$	33,254		$	77,841



Leases	Classification	June 30, 2019
Assets:
Operating	Operating lease right-of-use assets, net	$	937,884
Finance	Buildings, Furniture, equipment and software, net	35,128
Total leased assets		$	973,012

Liabilities:
Current
Operating	Current portion of operating leases	$	95,697
Finance	Current portion of long-term debt and finance leases	3,805
Non-current
Operating	Long-term operating leases, less current portion	862,369
Finance	Long-term debt and finance leases, less current portion	34,252
Total lease liabilities		$	996,123



Lease Cost	Classification	For the three months ended June 30, 2019			For the six months ended June 30, 2019
Operating lease cost	Direct costs	$	44,798		$	90,514
Finance lease cost
Amortization of leased assets	Direct costs	1,492			2,638
Interest on leased assets	Interest expense	856			1,477
Short-term lease costs	Direct costs	1,313			1,990
Variable lease costs	Direct costs	2,725			6,573
Sublease income	Revenues	(1,252		)	(2,211		)
Total lease cost		$	49,932		$	100,981



Maturity of Lease Liability	Operating Leases			Finance Leases
Year 1	$	178,746		$	6,999
Year 2	170,477			6,291
Year 3	159,700			5,839
Year 4	150,842			5,740
Year 5	141,027			4,430
Thereafter	632,804			30,151
Total lease payments	$	1,433,596		$	59,450
Less: interest and inflation	(475,530		)	(21,393		)
Present value of lease liabilities	$	958,066		$	38,057



Other Information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	94,909
Operating cash flows from finance leases	1,477
Financing cash flows from finance leases	1,886
Leased assets obtained for new finance lease liabilities	14,499
Leased assets obtained for new operating lease liabilities	12,252



	Lease Payments
2019	$	151,795
2020	142,995
2021	135,426
2022	128,441
2023	119,955
Thereafter	482,220
Total	$	1,160,832


	Number of Financing Receivable Accounts	Pre-Modification Balance Outstanding		Post-Modification Balance Outstanding
2020	166	$	421	$	393
2019	296	$	898	$	867


	Number of Financing Receivable Accounts	Balance at Default


Total	75	$	147


	Laureate Education, Inc. Stockholders
	Class A Common Stock				Class B Common Stock						Additional paid-in capital		Retained earnings		Accumulated other comprehensive (loss) income		Treasury stock at cost		Non-controlling interests	Total stockholders’ equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2019	119,575	$	542	90,831	$	363	$	3,724,636	$	436,509	$	(1,073,981)	$	(271,106)	$	(12,812)	$	2,804,151


Non-cash stock compensation	—	—		—	—		1,984		—		—		—		—		1,984
Conversion of Class B shares to Class A shares	18	—		(18)	—		—		—		—		—		—		—
Purchase of treasury stock at cost	(1,619)	—		—	—		—		—		—		(29,203)		—		(29,203)
Exercise of stock options and vesting of restricted stock, net of shares withheld to satisfy tax withholding	1,101	4		—	—		25,610		—		—		—		—		25,614



Accretion of redeemable noncontrolling interests and equity	—	—		—	—		(44)		—		—		—		—		(44)

Reclassification of redeemable noncontrolling interests and equity	—	—		—	—		—		—		—		—		38		38
Net income (loss)	—	—		—	—		—		99,615		—		—		(1,299)		98,316
Foreign currency translation adjustment, net of tax of $0	—	—		—	—		—		—		(330,875)		—		759		(330,116)

Minimum pension liability adjustment, net of tax of $0	—	—		—	—		—		—		(932)		—		—		(932)
Balance at March 31, 2020	119,075	$	546	90,813	$	363	$	3,752,186	$	536,124	$	(1,405,788)	$	(300,309)	$	(13,314)	$	2,569,808


	March 31, 2020										December 31, 2019
	Laureate Education, Inc.		Noncontrolling Interests		Total		Laureate Education, Inc.		Noncontrolling Interests		Total
Foreign currency translation adjustment	$	(1,415,526)	$	1,085	$	(1,414,441)	$	(1,084,651)	$	326	$	(1,084,325)
Unrealized gain on derivatives	10,416		—		10,416		10,416		—		10,416
Minimum pension liability adjustment	(678)		—		(678)		254		—		254
Accumulated other comprehensive loss	$	(1,405,788)	$	1,085	$	(1,404,703)	$	(1,073,981)	$	326	$	(1,073,655)


	March 31, 2020		December 31, 2019










Derivatives not designated as hedging instruments:
Current assets:
Cross currency swaps	$	802	$	—








Total derivative instrument assets	$	802	$	—



	June 30, 2019		December 31, 2018
Derivatives designated as hedging instruments:
Long-term assets:
Net investment cross currency swaps	$	—	$	3,259
Derivatives not designated as hedging instruments:
Current liabilities:
Cross currency swaps	—		4,021
Long-term liabilities:
Cross currency and interest rate swaps	—		6,656
Total derivative instrument assets	$	—	$	3,259
Total derivative instrument liabilities	$	—	$	10,677


	(Loss) Gain Recognized in Comprehensive Income (Effective Portion)					Income Statement Location	Gain Reclassified from AOCI to Income (Effective Portion)				Total Consolidated Interest Expense							(Loss) Gain Recognized in Comprehensive Income (Effective Portion)					Income Statement Location		Gain Reclassified from AOCI to Income (Effective Portion)						Total Consolidated Interest Expense
	2019			2018			2019		2018		2019			2018				2020		2019			2020		2019		2020		2019
Cash flow hedge	Cash flow hedge																Cash flow hedge
Interest rate swaps	$	(10,606	)	$	2,556	Interest expense	$	10,606	$	260							Interest rate swaps	$	—	$	(1,212)	Interest expense	$	—	$	1,212
Net investment hedge	Net investment hedge																Net investment hedge
Cross currency swaps	47			7,570		N/A	—		—								Cross currency swaps	—		3,821		N/A	—		—
Total	$	(10,559	)	$	10,126		$	10,606	$	260	$	(41,467	)	$	(60,110	)	Total	$	—	$	2,609		$	—	$	1,212	$	(36,110)	$	(54,653)



	(Loss) Gain Recognized in Comprehensive Income (Effective Portion)					Income Statement Location	Gain (Loss) Reclassified from AOCI to Income (Effective Portion)					Total Consolidated Interest Expense
	2019			2018			2019		2018			2019			2018
Cash flow hedge
Interest rate swaps	$	(11,818	)	$	9,244	Interest expense	$	11,818	$	(38	)
Net investment hedge
Cross currency swaps	3,868			3,092		N/A	—		—
Total	$	(7,950	)	$	12,336		$	11,818	$	(38	)	$	(96,122	)	$	(123,445	)



	Total		Level 1		Level 2		Level 3
Assets
Derivative instruments	$	—	$	—	$	—	$	—
Equity securities - preferred stock investment	11,116		—		11,116		—
Liabilities
Derivative instruments	$	—	$	—	$	—	$	—


Balance at December 31, 2019	$	—
Gain included in earnings:
Unrealized gain, net	802





Balance at March 31, 2020	$	802



Balance at December 31, 2018	$	(7,418	)
Gain included in earnings:
Unrealized gains, net	4,021
Realized gains, net	3,794
Included in other comprehensive income	(7,950		)
Settlements	(4,634		)
Reclassification, currency translation adjustment and other	12,187
Balance at June 30, 2019	$	—



	Fair Value at June 30, 2019		Valuation Technique	Unobservable Input	Range/Input Value
Derivative instruments - cross currency swaps	$	—	Discounted Cash Flow	Credit Risk	3.62%
Equity securities - preferred stock investment	$	11,116	Market Approach	n/a	n/a



	June 30, 2019		June 30, 2018		December 31, 2018
Cash and cash equivalents	$	236,412	$	249,871	$	388,490
Restricted cash	188,938		173,855		201,300
Total Cash and cash equivalents and Restricted cash shown in the Consolidated Statements of Cash Flows	$	425,350	$	423,726	$	589,790


	Countries	Institutions	Enrollment	2020 YTD Revenues ($ in millions) ⁽¹⁾		% Contribution to 2020 YTD Revenues
Brazil	1	12	268,100	$	83.7	16	%
Mexico	1	2	193,800	154.2		29	%
Andean	2	8	335,300	89.5		17	%
Rest of World	3	4	19,200	43.6		8	%
Online & Partnerships ⁽²⁾	2	3	56,900	156.5		30	%
Total ⁽¹⁾	9	29	873,300	$	528.6	100	%



Exhibit No.	Exhibit Description	Form	File Number	Exhibit Number	Filing Date
2.1#	Amended and Restated Sale and Purchase Agreement, dated as of November 22, 2017 and amended and restated on January 11, 2018, by and among LEI European Investments B.V., Laureate International B.V. and Galileo Global Education Luxco S.À R.L.	10-K	001-38002	2.7	03/20/2018
2.2#	Sale and Purchase Agreement, dated April 12, 2018, among LEI European Investments B.V., Laureate International B.V. and Global University Systems Germany B.V.	8-K	001-38002	2.1	04/18/2018
2.3#	Asset Purchase Agreement, dated January 15, 2018, among Kendall College, LLC, The Dining Room at Kendall NFP, National Louis University and Laureate Education, Inc.	8-K	001-38002	2.1	08/07/2018
2.4#	Membership Interest Purchase Agreement, dated April 24, 2018, by and among Laureate Education, Inc., Exeter Street Holdings, LLC, University of St. Augustine for Health Sciences, LLC and University of St. Augustine Acquisition Corp.	10-Q	001-38002	2.4	08/09/2018
2.5#	Sale and Purchase Agreement, dated December 12, 2018, by and among Iniciativas Culturales de España S.L., Laureate I B.V. and Samarinda Investments, S.L.	10-K	001-38002	2.5	02/28/2019
3.1	Amended and Restated Certificate of Incorporation	S‑1/A	333‑207243	3.1	01/31/2017
3.2	Amended and Restated Bylaws	S‑1/A	333‑207243	3.2	01/31/2017
3.3	Certificate of Retirement of Convertible Redeemable Preferred Stock, Series A	8-K	001-38002	3.1	07/20/2018
4.1	Indenture, dated as of April 21, 2017, between Laureate Education, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee, governing the 9.250% Replacement Senior Notes due 2019	8-K	001-38002	4.1	04/27/2017
4.2	Form of Global Note governing the 9.250% Replacement Senior Notes due 2019 (included as Exhibit A to Exhibit 4.1)	8-K	001-38002	4.1	04/27/2017
4.3	Indenture, dated as of April 26, 2017, by and among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee, governing the 8.250% Senior Notes due 2025	8-K	001-38002	4.3	04/27/2017
4.4	Form of 8.250% Senior Note due 2025 (included as Exhibit A to Exhibit 4.3)	8-K	001-38002	4.3	04/27/2017
10.1†	2007 Stock Incentive Plan for Key Employees of Laureate Education, Inc. and its Subsidiaries	S‑1/A	333‑207243	10.31	11/20/2015
10.2†	2007 Stock Incentive Plan Form of Stock Option Agreement, as amended on August 31, 2010	S‑1/A	333‑207243	10.32	11/20/2015
10.3†	2013 Long-Term Incentive Plan Form of Stock Option Agreement effective as of September 11, 2013	S‑1/A	333‑207243	10.34	11/20/2015
10.4†	Laureate Education, Inc. Deferred Compensation Plan, as amended and restated effective January 1, 2009	S‑1/A	333‑207243	10.35	11/20/2015
10.5†	Form of Management Stockholder’s Agreement for equityholders	S‑1/A	333‑207243	10.36	11/20/2015
10.6†	Employment Offer Letter, dated July 21, 2008, between Laureate Education, Inc. and Eilif Serck‑Hanssen	S‑1/A	333‑207243	10.40	11/20/2015
10.7†	Amendment to Employment Offer Letter, dated December 9, 2010, between Laureate Education, Inc. and Eilif Serck‑Hanssen	S‑1/A	333‑207243	10.41	11/20/2015
10.8†	Time‑Based Restricted Stock Agreement, effective August 5, 2008, between Laureate Education, Inc. and Eilif Serck‑Hanssen	S‑1/A	333‑207243	10.42	11/20/2015
10.9†	Form of Time‑Based Restricted Stock Units Agreement, for grants from and after September 11, 2013	S‑1/A	333‑207243	10.43	11/20/2015