UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, ~~2019~~2020

☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________.

Commission File Number: 001-38002

Laureate Education, Inc.

(Exact name of registrant as specified in its charter)

Delaware

52-1492296

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

~~Delaware~~

~~52-1492296~~

~~(State or other jurisdiction of incorporation or organization)~~

~~(I.R.S. Employer Identification No.)~~

650 S. Exeter Street,

Baltimore,

Maryland

21202

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (~~410~~) (410) 843-6100

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.004 per share

LAUR

The NASDAQ Stock Market LLC

Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer ☐ Non-accelerated filer ☐~~(Do not check if a smaller reporting company)~~

Smaller reporting company ☐ Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.



Class						Outstanding at June 30, ~~2019~~2020
Class A common stock, par value $0.004 per share						~~118,806,216~~119,206,729 shares
Class B common stock, par value $0.004 per share						~~105,866,032~~90,813,257 shares

INDEX

PART I. - FINANCIAL INFORMATION

Page No.

Item 1.

Financial Statements (Unaudited)

~~INDEX~~

~~PART I. - FINANCIAL INFORMATION~~

~~Page No.~~

~~Item 1.~~

~~Financial Statements (Unaudited)~~

Consolidated Statements of Operations - Three months ended June 30, ~~2019~~2020 and June 30, ~~2018~~2019

Consolidated Statements of Operations - Six months ended June 30, ~~2019~~2020 and June 30, ~~2018~~2019

Consolidated Statements of Comprehensive Income - Three months ended June 30, ~~2019~~2020 and

June 30, ~~2018~~

2019

Consolidated Statements of Comprehensive Income - Six months ended June 30, ~~2019~~2020 and

June 30, ~~2018~~

2019

Consolidated Balance Sheets - June 30, ~~2019~~2020 and December 31, ~~2018~~2019

Consolidated Statements of Cash Flows - Six months ended June 30, ~~2019~~2020 and June 30, ~~2018~~2019

Notes to Consolidated Financial Statements

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

4541

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

7271

Item 4.

Controls and Procedures

PART II. - OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 6.

Exhibits

7475

SIGNATURES

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

LAUREATE EDUCATION, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

IN THOUSANDS, except per share amounts



For the three months ended June 30,	2020		2019
	(Unaudited)		(Unaudited)
Revenues	$	791,678	$	992,403
Costs and expenses:
Direct costs	554,132		707,363
General and administrative expenses	47,241		67,405
Loss on impairment of assets	445,085		470
Operating (loss) income	(254,780)		217,165
Interest income	1,016		2,844
Interest expense	(33,812)		(41,466)
Loss on debt extinguishment	—		(15,595)
(Loss) gain on derivatives	(1,428)		2,632
Other (expense) income, net	(406)		7,704
Foreign currency exchange (loss) gain, net	(4,903)		8,881
Gain on disposal of subsidiaries, net	93		—
(Loss) income from continuing operations before income taxes and equity in net (loss) income of affiliates	(294,220)		182,165
Income tax expense	(7,529)		(74,564)
Equity in net (loss) income of affiliates, net of tax	(4)		219
(Loss) income from continuing operations	(301,753)		107,820
(Loss) income from discontinued operations, including tax expense of $1,909 and $3,722, respectively	(12,171)		30,280
Gain on sales of discontinued operations, including tax benefit of $3,768 and $34,457, respectively	2,296		641,516
Net (loss) income	(311,628)		779,616
Net loss attributable to noncontrolling interests	3,805		1,976
Net (loss) income attributable to Laureate Education, Inc.	$	(307,823)	$	781,592

For the three months ended June 30, 2019
2018
(Unaudited) (Unaudited)
Revenues $ 1,001,802
$ 1,017,196
Costs and expenses:
Direct costs 720,230
725,774
General and administrative expenses 67,405
73,202
Loss on impairment of assets 470
—
Operating income 213,697
218,220
Interest income 2,844
2,588
Interest expense (41,467 ) (60,110 )
Loss on debt extinguishment (15,595 ) —
Gain on derivatives 2,632
111,596
Other income (expense), net 7,696
(91 )
Foreign currency exchange gain (loss), net 8,817
(5,668 )
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 )
Equity in net income of affiliates, net of tax 219
—
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
Net income 779,616
223,956
Net loss attributable to noncontrolling interests 1,976
456
Net income attributable to Laureate Education, Inc. $ 781,592
$ 224,412

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:
(Loss) income from continuing operations	$	(1.44)	$	0.48
(Loss) income from discontinued operations	(0.03)		3.00
Basic and diluted (loss) earnings per share	$	(1.47)	$	3.48

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

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

LAUREATE EDUCATION, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

IN THOUSANDS, except per share amounts



For the six months ended June 30,	2020		2019
	(Unaudited)		(Unaudited)
Revenues	$	1,320,235	$	1,593,475
Costs and expenses:
Direct costs	1,146,887		1,346,553
General and administrative expenses	96,410		121,316
Loss on impairment of assets	448,853		470
Operating (loss) income	(371,915)		125,136
Interest income	3,683		6,397
Interest expense	(69,922)		(96,119)
Loss on debt extinguishment	—		(26,217)
(Loss) gain on derivatives	(626)		7,815
Other (expense) income, net	(508)		8,101
Foreign currency exchange gain, net	31,041		4,135
Gain on sales of subsidiaries, net	2,822		—
(Loss) income from continuing operations before income taxes and equity in net income of affiliates	(405,425)		29,248
Income tax benefit (expense)	227,573		(38,716)
Equity in net income of affiliates, net of tax	181		219
Loss from continuing operations	(177,671)		(9,249)
(Loss) income from discontinued operations, net of tax expense of $3,391 and $13,863, respectively	(15,975)		93,609
(Loss) gain on sales of discontinued operations, including tax benefit of $5,359 and $34,744, respectively	(19,666)		889,521
Net (loss) income	(213,312)		973,881
Net loss (income) attributable to noncontrolling interests	5,104		(1,046)
Net (loss) income attributable to Laureate Education, Inc.	$	(208,208)	$	972,835

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 and diluted earnings (loss) per share:
Loss from continuing operations	$	(0.85)	$	(0.04)
(Loss) income from discontinued operations	(0.15)		4.37
Basic and diluted (loss) earnings per share	$	(1.00)	$	4.33

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 June 30,	2020		2019
	(Unaudited)		(Unaudited)
Net (loss) income	$	(311,628)	$	779,616
Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax of $0 for both periods	14,034		10,188
Unrealized loss on derivative instruments, net of tax of $0	—		(10,559)


Total other comprehensive income (loss)	14,034		(371)
Comprehensive (loss) income	(297,594)		779,245
Net comprehensive loss attributable to noncontrolling interests	3,873		2,063
Comprehensive (loss) income attributable to Laureate Education, Inc.	$	(293,721)	$	781,308

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,	2020		2019
	(Unaudited)		(Unaudited)
Net (loss) income	$	(213,312)	$	973,881
Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax of $0 for both periods	(316,082)		59,739
Unrealized loss on derivative instruments, net of tax of $0	—		(7,950)
Minimum pension liability adjustment, net of tax of $0	(932)		—
Total other comprehensive (loss) income	(317,014)		51,789
Comprehensive (loss) income	(530,326)		1,025,670
Net comprehensive loss (income) attributable to noncontrolling interests	4,413		(989)
Comprehensive (loss) income attributable to Laureate Education, Inc.	$	(525,913)	$	1,024,681

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				June 30, 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 $215,908 and $157,003, see Note 2)							Cash and cash equivalents (includes VIE amounts of $215,908 and $157,003, see Note 2)	$	629,551	$	339,629
Restricted cash	188,938			201,300			Restricted cash	185,702		186,921
Receivables:							Receivables:
Accounts and notes receivable	531,390			399,322			Accounts and notes receivable	469,294		432,910
Other receivables	13,943			11,596			Other receivables	22,426		18,350
Allowance for doubtful accounts	(177,167		)	(161,649		)	Allowance for doubtful accounts	(180,242)		(190,785)
Receivables, net	368,166			249,269			Receivables, net	311,478		260,475

Income tax receivable	42,094			18,515			Income tax receivable	27,276		22,416
Prepaid expenses and other current assets	98,083			53,187			Prepaid expenses and other current assets	53,875		49,686
Current assets held for sale	187,166			306,372			Current assets held for sale	62,312		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 $392,899 and $346,125, see Note 2)							Total current assets (includes VIE amounts of $392,899 and $346,125, see Note 2)	1,270,194		942,927

Notes receivable, net	14,613			2,397			Notes receivable, net	10,155		9,882
Property and equipment:							Property and equipment:
Land	239,860			234,826			Land	182,706		229,663
Buildings	668,619			645,177			Buildings	524,500		662,376
Furniture, equipment and software	1,013,347			968,468			Furniture, equipment and software	850,702		952,599
Leasehold improvements	335,259			356,824			Leasehold improvements	279,899		329,011
Construction in-progress	40,720			60,919			Construction in-progress	41,581		57,393
Accumulated depreciation and amortization	(1,059,335		)	(987,279		)	Accumulated depreciation and amortization	(970,970)		(1,031,823)
Property and equipment, net	1,238,470			1,278,935			Property and equipment, net	908,418		1,199,219

Operating lease right-of-use assets, net	937,884			—			Operating lease right-of-use assets, net	691,631		861,878
Land use rights, net	1,607			1,552			Land use rights, net	1,358		1,628
Goodwill	1,737,455			1,707,089			Goodwill	1,355,585		1,701,495
Other intangible assets:							Other intangible assets:
Tradenames	1,134,648			1,126,244			Tradenames	977,799		1,119,454
Other intangible assets, net	2,076			25,429			Other intangible assets, net	963		1,431
Deferred costs, net	70,283			66,835			Deferred costs, net	66,961		69,998
Deferred income taxes	150,076			136,487			Deferred income taxes	347,133		125,417
Derivative instruments	—			3,259

Other assets	189,958			172,817			Other assets	136,306		176,326
Long-term assets held for sale	493,859			1,031,459			Long-term assets held for sale	187,174		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 $657,761 and $948,632, see Note 2)							Total assets (includes VIE amounts of $657,761 and $948,632, see Note 2)	$	5,953,677	$	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



	June 30, 2020		December 31, 2019
Liabilities and stockholders' equity	(Unaudited)
Current liabilities:
Accounts payable	$	68,890	$	119,523
Accrued expenses	179,091		214,808
Accrued compensation and benefits	132,038		182,080
Deferred revenue and student deposits	340,343		216,816
Current portion of operating leases	91,326		91,558
Current portion of long-term debt and finance leases	211,298		118,822
Current portion of due to shareholders of acquired companies	8,126		11,523
Income taxes payable	—		25,501


Other current liabilities	24,804		25,969
Current liabilities held for sale	50,252		64,204
Total current liabilities (includes VIE amounts of $191,165 and $142,343, see Note 2)	1,106,168		1,070,804
Long-term operating leases, less current portion	700,944		792,358
Long-term debt and finance leases, less current portion	1,379,917		1,260,317
Due to shareholders of acquired companies, less current portion	7,872		9,995
Deferred compensation	12,934		12,744
Income taxes payable	49,447		62,200
Deferred income taxes	192,158		218,378

Other long-term liabilities	143,594		147,472
Long-term liabilities held for sale	68,425		124,914
Total liabilities (includes VIE amounts of $317,954 and $257,199, see Note 2)	3,661,459		3,699,182
Redeemable noncontrolling interests and equity	12,157		12,295
Stockholders' equity:
Preferred stock, par value $0.001 per share – 49,889 shares authorized as of June 30, 2020 and December 31, 2019, respectively, 0 shares issued and outstanding as of June 30, 2020 and December 31, 2019	—		—
Class A common stock, par value $0.004 per share – 700,000 shares authorized, 136,834 shares issued and 119,207 shares outstanding as of June 30, 2020 and 135,583 shares issued and 119,575 shares outstanding as of December 31, 2019	547		542
Class B common stock, par value $0.004 per share – 175,000 shares authorized, 90,813 shares issued and outstanding as of June 30, 2020 and 90,831 shares issued and outstanding as of December 31, 2019	363		363
Additional paid-in capital	3,756,975		3,724,636
Retained earnings	228,301		436,509
Accumulated other comprehensive loss	(1,391,686)		(1,073,981)
Treasury stock at cost (17,627 shares held at June 30, 2020 and 16,008 shares held at December 31, 2019)	(300,309)		(271,106)
Total Laureate Education, Inc. stockholders' equity	2,294,191		2,816,963
Noncontrolling interests	(14,130)		(12,812)
Total stockholders' equity	2,280,061		2,804,151
Total liabilities and stockholders' equity	$	5,953,677	$	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 six months ended June 30,	2020		2019
Cash flows from operating activities	(Unaudited)			(Unaudited)			Cash flows from operating activities	(Unaudited)		(Unaudited)
Net income	$	973,881		$	395,501
Net (loss) income							Net (loss) income	$	(213,312)	$	973,881
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	84,276		97,384
Amortization of operating lease right-of-use assets	62,788			—			Amortization of operating lease right-of-use assets	49,475		62,788
Loss on impairment of assets	470			—			Loss on impairment of assets	458,820		470
Gain on sales of subsidiaries and disposal of property and equipment, net	(852,348		)	(309,918		)
Gain on derivative instruments	(7,977		)	(92,680		)
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	26,068		(852,348)
Loss (gain) on derivative instruments							Loss (gain) on derivative instruments	626		(7,977)
Payments for settlement of derivative contracts	(8,233		)	—			Payments for settlement of derivative contracts	(626)		(8,233)
Loss on debt extinguishment	26,217			7,481			Loss on debt extinguishment	—		26,217
Non-cash interest expense	(317		)	11,023			Non-cash interest expense	8,828		(317)

Non-cash share-based compensation expense	8,004			3,931			Non-cash share-based compensation expense	6,605		8,004
Bad debt expense	62,410			58,282			Bad debt expense	63,695		62,410
Deferred income taxes	4,744			(660		)	Deferred income taxes	(226,841)		4,744
Unrealized foreign currency exchange (gain) loss	(5,246		)	18,721
Non-cash loss (gain) from non-income tax contingencies	4,609			(928		)
Unrealized foreign currency exchange gain							Unrealized foreign currency exchange gain	(25,597)		(5,246)
Non-cash loss from non-income tax contingencies							Non-cash loss from non-income tax contingencies	5,952		4,609
Other, net	(4,117		)	(10,032		)	Other, net	670		(4,117)
Changes in operating assets and liabilities:							Changes in operating assets and liabilities:
Receivables	(221,719		)	(184,005		)	Receivables	(139,873)		(221,719)
Prepaid expenses and other assets	(78,740		)	(83,347		)	Prepaid expenses and other assets	(18,166)		(78,740)
Accounts payable and accrued expenses	(33,562		)	(54,020		)	Accounts payable and accrued expenses	(100,296)		(33,562)
Income tax receivable/payable, net	(53,183		)	11,951			Income tax receivable/payable, net	(46,314)		(53,183)
Deferred revenue and other liabilities	57,482			100,372			Deferred revenue and other liabilities	127,371		57,482
Net cash provided by operating activities	32,547			1,836			Net cash provided by operating activities	61,361		32,547
Cash flows from investing activities							Cash flows from investing activities
Purchase of property and equipment	(62,801		)	(93,741		)	Purchase of property and equipment	(49,163)		(62,801)
Expenditures for deferred costs	(8,022		)	(7,732		)	Expenditures for deferred costs	(8,335)		(8,022)
Receipts from sales of discontinued operations, net of cash sold, property and equipment and other	1,161,440			374,713
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	22,454		1,161,440
Settlement of derivatives related to sale of discontinued operations and net investment hedge	12,866			(9,960		)	Settlement of derivatives related to sale of discontinued operations and net investment hedge	—		12,866

Business acquisitions, net of cash acquired	(1,205		)	—			Business acquisitions, net of cash acquired	—		(1,205)
Payments from related parties	87			983
Net cash provided by investing activities	1,102,365			264,263

(Payments to) receipts from related parties							(Payments to) receipts from related parties	(1)		87

Net cash (used in) provided by investing activities							Net cash (used in) provided by investing activities	(35,045)		1,102,365
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	525,187		507,691
Payments on long-term debt	(1,877,310		)	(671,721		)	Payments on long-term debt	(256,299)		(1,877,310)
Payments of deferred purchase price for acquisitions	(12,133		)	(5,875		)	Payments of deferred purchase price for acquisitions	(1,858)		(12,133)
Payments to purchase noncontrolling interests	(5,761		)	(127		)	Payments to purchase noncontrolling interests	—		(5,761)
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	26,732		—
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	(1,150)		(1,251)
Payments to repurchase common stock							Payments to repurchase common stock	(29,203)		—
Payments of debt issuance costs							Payments of debt issuance costs	—		(5,949)

Distributions to noncontrolling interest holders	(1,363		)	(912		)	Distributions to noncontrolling interest holders	—		(1,363)
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	263,409		(1,396,076)
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	(23,265)		8,651
Change in cash included in current assets held for sale	88,073			14,082			Change in cash included in current assets held for sale	22,243		64,266
Net change in Cash and cash equivalents and Restricted cash	(164,440		)	(109,056		)	Net change in Cash and cash equivalents and Restricted cash	288,703		(188,247)
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	$	815,253	$	395,325

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~~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~~certain 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 is evaluating 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. During the six months ended June 30, 2020, no additional entities met the held-for-sale criteria and, therefore, there were no changes to the entities classified as Discontinued Operations. As discussed in Note 21, Subsequent Events, on July 29, 2020, the Company entered into an agreement to sell its Australia and New Zealand operations.

During the second quarter of 2020, the Company recorded an impairment charge of approximately $418,000 related to the long-lived assets, indefinite-lived intangible assets and goodwill of our institutions in Chile. See further discussion in Note 8, Goodwill and Loss on Impairment of Assets.

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~~operating expenses and ~~operating expenses.~~no revenues. 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 June 30,						For the six months ended June 30,
	2020		2019		2020		2019
Selected Statements of Operations information:
Revenues, by segment:


Andean	$	116,035	$	148,472	$	152,501	$	204,922



Revenues	116,035		148,472		152,501		204,922

Depreciation and amortization	5,568		6,890		11,493		12,986

Operating (loss) income, by segment:
Brazil	—		(17)		—		(34)
Mexico	(110)		(99)		(278)		(196)
Andean	(250,501)		44,519		(282,806)		17,299



Operating (loss) income	(250,611)		44,403		(283,084)		17,069


Net (loss) income attributable to Laureate Education, Inc.	(249,346)		41,785		(280,021)		17,585

As discussed in Note 8, Goodwill and Loss on Impairment of Assets, during the second quarter of 2020, the Company recorded an impairment charge of approximately $418,000 related to the long-lived assets, indefinite-lived intangible assets and goodwill of our Chilean operations, of which approximately $291,000 related to our VIE institutions in Chile.

The following table reconciles the Net (loss) income 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 June 30,						For the six months ended June 30,
	2020		2019		2020		2019
Net income (loss) attributable to Laureate Education, Inc.:
Variable interest entities	$	(249,346)	$	41,785	$	(280,021)	$	17,585
Other operations	30,443		699,745		(52,186)		654,533
Corporate and eliminations	(88,920)		40,062		123,999		300,717
Net (loss) income attributable to Laureate Education, Inc.	$	(307,823)	$	781,592	$	(208,208)	$	972,835

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.


	June 30, 2020						December 31, 2019
	VIE		Consolidated		VIE		Consolidated
Balance Sheets data:
Cash and cash equivalents	$	215,908	$	629,551	$	157,003	$	339,629
Current assets held for sale	17,758		62,312		16,050		83,800
Other current assets	159,233		578,331		173,072		519,498
Total current assets	392,899		1,270,194		346,125		942,927

Goodwill	31,431		1,355,585		159,957		1,701,495
Tradenames	—		977,799		61,691		1,119,454
Other intangible assets, net	—		963		—		1,431
Operating lease right-of-use assets, net	34,694		691,631		65,761		861,878
Long-term assets held for sale	52,745		187,174		52,519		305,973
Other long-term assets	145,992		1,470,331		262,579		1,582,470
Total assets	657,761		5,953,677		948,632		6,515,628

Current liabilities held for sale	12,087		50,252		11,741		64,204
Other current liabilities	179,078		1,055,916		130,602		1,006,600
Long-term operating leases, less current portion	52,577		700,944		56,571		792,358
Long-term liabilities held for sale	38,545		68,425		29,666		124,914
Long-term debt and other long-term liabilities	35,667		1,785,922		28,619		1,711,106
Total liabilities	317,954		3,661,459		257,199		3,699,182

Total stockholders' equity	339,807		2,280,061		691,433		2,804,151
Total stockholders' equity attributable to Laureate Education, Inc.	339,807		2,294,191		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~~On May 29, 2019, the New Law’s provisions regarding related party transactions ~~came into force; however,~~went effective and the Superintendent has ~~not~~since issued ~~any~~ further interpretive guidance orand regulations. ~~Immediately prior~~Prior to ~~these~~the effectiveness of the provisions, ~~coming into force,~~ each of the Chilean non-profit universities and the relevant Laureate services provider ~~reached an agreement~~agreed to terminate ~~the prior~~their existing 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~~the universities’ academic missions. ~~Once~~The Company participated in these open bid processes, conducted by a third party, who found the ~~bidding and contractual processes are completed, which is expected by~~Company had 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. 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 June 30, 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 six months ended June 30, 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 and 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)~~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.

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~~2020 and ~~2018:~~2019:


																									Brazil		Mexico		Andean		Rest of World		Online & Partnerships		Corporate⁽¹⁾		Total
	Brazil			Mexico			Andean			Rest of World			Online & Partnerships			Corporate⁽¹⁾			Total
2020																								2020
Tuition and educational services																								Tuition and educational services	$	212,674	$	136,408	$	384,171	$	69,657	$	161,023	$	—	$	963,933	122	%
Other																								Other	511		12,137		13,520		1,356		13,709		984		42,217		5	%
Gross revenue																								Gross revenue	213,185		148,545		397,691		71,013		174,732		984		1,006,150		127	%
Less: Discounts / waivers / scholarships																								Less: Discounts / waivers / scholarships	(94,666)		(33,681)		(51,824)		(8,454)		(25,847)		—		(214,472)		(27)	%
Total																								Total	$	118,519	$	114,864	$	345,867	$	62,559	$	148,885	$	984	$	791,678	100	%
2019																								2019
Tuition and educational services	$	333,758		$	178,088		$	448,971		$	63,677		$	177,590		$	—		$	1,202,084		120	%	Tuition and educational services	$	333,758	$	178,088	$	448,971	$	54,277	$	177,590	$	—	$	1,192,684	120	%
Other	2,443			21,167			22,762			1,996			13,319			(1,053		)	60,634			6	%	Other	2,442		21,166		22,764		1,997		13,320		(1,053)		60,636		6	%
Gross revenue	$	336,201		$	199,255		$	471,733		$	65,673		$	190,909		$	(1,053	)	$	1,262,718		126	%	Gross revenue	336,200		199,254		471,735		56,274		190,910		(1,053)		1,253,320		126	%
Less: Discounts / waivers / scholarships	(139,095		)	(36,800		)	(48,739		)	(5,088		)	(31,194		)	—			(260,916		)	(26	)%	Less: Discounts / waivers / scholarships	(139,094)		(36,799)		(48,741)		(5,088)		(31,195)		—		(260,917)		(26)	%
Total	$	197,106		$	162,455		$	422,994		$	60,585		$	159,715		$	(1,053	)	$	1,001,802		100	%	Total	$	197,106	$	162,455	$	422,994	$	51,186	$	159,715	$	(1,053)	$	992,403	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~~2020 and ~~2018:~~2019:


	Brazil		Mexico		Andean		Rest of World		Online & Partnerships		Corporate⁽¹⁾		Total
2020
Tuition and educational services	$	367,818	$	300,573	$	473,431	$	116,237	$	335,381	$	—	$	1,593,440	121	%
Other	2,494		39,354		25,213		3,126		25,495		2,064		97,746		7	%
Gross revenue	370,312		339,927		498,644		119,363		360,876		2,064		1,691,186		128	%
Less: Discounts / waivers / scholarships	(168,112)		(70,856)		(63,269)		(13,228)		(55,486)		—		(370,951)		(28)	%
Total	$	202,200	$	269,071	$	435,375	$	106,135	$	305,390	$	2,064	$	1,320,235	100	%
2019
Tuition and educational services	$	535,013	$	342,890	$	586,374	$	88,866	$	358,640	$	—	$	1,911,783	120	%
Other	4,367		47,662		38,610		3,941		25,327		(562)		119,345		7	%
Gross revenue	539,380		390,552		624,984		92,807		383,967		(562)		2,031,128		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	$	84,618	$	321,489	$	(562)	$	1,593,475	100	%

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~~$469,294 and ~~$399,322~~$432,910 as of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively. The increase in the contract assets balance at June 30, ~~2019~~2020 compared to December 31, ~~2018 is~~2019 was 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~~$340,343 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~~2020 and December 31, ~~2018,~~2019, respectively. The increase in the contract liability balance during the period ended June 30, ~~2019 is~~2020 was 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 months ended June 30, ~~2019~~2020 that was included in the contract liability balance at the beginning of the year was approximately ~~$162,000.~~$168,700.

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~~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,	2020		2019
Revenues	$	25,550	$	157,347
Depreciation and amortization	—		399
Share-based compensation expense	6		106
Other direct costs	23,274		126,202
Loss on impairment of assets	9,967		—
Operating (loss) income	(7,697)		30,640
Other non-operating (loss) income	(2,565)		3,362
Pretax (loss) income of discontinued operations	(10,262)		34,002
Income tax expense	(1,909)		(3,722)
(Loss) income from discontinued operations, net of tax	$	(12,171)	$	30,280


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			For the six months ended June 30,	2020		2019
Revenues	$	350,563		$	483,793		Revenues	$	58,796	$	380,686
Depreciation and amortization	—			20,310			Depreciation and amortization	—		834
Share-based compensation expense	269			747			Share-based compensation expense	9		269
Loss on impairment of assets							Loss on impairment of assets	9,967		—
Other direct costs	253,382			350,020			Other direct costs	50,822		278,639
Operating income	96,912			112,716
Other non-operating income (loss)	6,554			(13,173		)
Pretax income of discontinued operations	103,466			99,543
Operating (loss) income							Operating (loss) income	(2,002)		100,944
Other non-operating (loss) income							Other non-operating (loss) income	(10,582)		6,528
Pretax (loss) income of discontinued operations							Pretax (loss) income of discontinued operations	(12,584)		107,472
Income tax expense	(13,292		)	(42,618		)	Income tax expense	(3,391)		(13,863)
Income from discontinued operations, net of tax	$	90,174		$	56,925
(Loss) income from discontinued operations, net of tax							(Loss) income from discontinued operations, net of tax	$	(15,975)	$	93,609

Operating cash flows of discontinued operations	$	13,157		$	64,505		Operating cash flows of discontinued operations	$	(4,708)	$	31,309
Investing cash flows of discontinued operations	$	(11,007	)	$	(22,031	)	Investing cash flows of discontinued operations	$	(551)	$	(11,561)
Financing cash flows of discontinued operations	$	(25,712	)	$	(9,903	)	Financing cash flows of discontinued operations	$	(1,856)	$	(31,964)

Loss on Impairment of Assets

During the second quarter of 2020, we recorded an impairment charge of $9,967 related to long-lived assets of our institution in Honduras, in order to write down the carrying value of those assets to their estimated fair value.

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~~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:


	June 30, 2020		December 31, 2019
Assets of Discontinued Operations
Cash and cash equivalents	$	34,246	$	55,401
Receivables, net	20,840		14,762
Property and equipment, net	119,696		182,530
Goodwill	9,427		9,753
Tradenames	6,832		6,890
Operating lease right-of-use assets, net	25,572		59,231
Other assets	25,863		52,730
Subtotal: assets of Discontinued Operations	$	242,476	$	381,297

Other assets classified as held for sale
Property and equipment, net	7,010		8,476


Total assets held for sale	$	249,486	$	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


	June 30, 2020		December 31, 2019
Liabilities of Discontinued Operations
Deferred revenue and student deposits	$	15,149	$	14,287
Operating leases, including current portion	26,493		63,304
Long-term debt and finance leases, including current portion	31,778		55,495
Other liabilities	45,257		56,032


Total liabilities held for sale	$	118,677	$	189,118

Sale ~~Agreements Signed in 2019 and~~Agreement Pending Closure as of June 30, 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 six months ended June 30, 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., a limited liability company organized under the laws of Brazil, which is the maintaining entity of UniNorte. The Company and Ser are also parties to the Agreement 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)~~Education Holding Costa Rica, S.R.L., which ~~includes~~owned, directly or indirectly, all of the ~~assumption~~equity units of ~~net debt in the amount of approximately BRL 9,800 (or approximately $2,600~~ ~~as of~~ ~~June 30, 2019)~~Lusitania S.R.L., Universidad ULatina, S.R.L. (ULatina) and ~~the parties expect that~~Universidad Americana UAM, S.R.L. (collectively, Laureate Costa Rica) and (ii) a note due from ULatina to Laureate International. Consideration for the transaction ~~will close~~consisted of $15,000 paid at closing and up to $7,000 to be paid within the next two years if Laureate Costa Rica met certain performance metrics. NaN of the performance metrics was finalized during the second ~~half~~quarter of 2020 and did not result in any additional proceeds to the Company; the maximum additional proceeds that the Company could receive if the remaining performance metric is met is $5,000. The proceeds received, net of cash sold, transaction fees and a working capital adjustment that was completed during the second quarter of 2020, were approximately $1,800. 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, ~~subject~~the Company recorded an impairment loss of approximately $25,000 on the long-lived assets at the Costa Rica institutions, in order to ~~customary closing conditions,~~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 and after including ~~approval~~the working capital adjustment, the Company recognized a pre-tax loss of approximately $18,600, which related to subsequent changes in net carrying values and is included in loss on sales of discontinued operations on the Consolidated Statement of Operations for the six months ended June 30, 2020.

The Costa Rica Buyer is controlled by certain affiliates of Sterling Capital Partners II, L.P. (Sterling II). Sterling II has the ~~Brazilian competition authorities.~~right to designate a director to the Laureate Board of Directors pursuant to a securityholders agreement, and Steven Taslitz currently serves as the Sterling-designated director. Mr. Taslitz did not participate in the Laureate Board of Directors’ consideration of the transaction, which was approved by 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~~1 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.~~Operations for the six months ended June 30, 2020.

Sale of ~~Thailand Operations~~China Operations-Receipt of Escrow

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~~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 six 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~~China. 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~~to be distributed to the Company pursuant to the terms and conditions of the escrow agreement. As of ~~both June 30, 2019 and~~ December 31, ~~2018,~~2019, the Company ~~has~~had recorded a receivable of approximately $25,900 for the portion of the escrowed amount that the Company ~~expects~~expected to receive.

~~Sale of Monash South Africa~~

~~On April 8, 2019,~~ Per the ~~Company completed the sale of its institution in South Africa, Monash South Africa, as well as the sale~~terms 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,escrow agreement, in June 2020, the Company received approximately ~~$9,000~~141,647 Hong Kong Dollars (approximately $18,300 at the date of receipt) from the ~~buyer,~~escrow, which ~~approximated~~was offset against the ~~amount of cash sold with the business. The Company recognized a gain for these transactions of approximately $2,300, which~~receivable recorded, and is included in ~~gain on~~receipts from sales of discontinued operations within investing activities on the Consolidated ~~Statements~~Statement 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,Cash Flows. Under the ~~India Sellers), all of which are indirect wholly owned subsidiaries~~terms 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 relatingexpects 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 ofreceive 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 includedescrow receivable amount in ~~gain on sales of discontinued operations on the Consolidated Statements of Operations.~~

January 2021.

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:


	June 30, 2020		December 31, 2019		Nominal Currency	Interest Rate %
Universidade Anhembi Morumbi (UAM Brazil)	$	15,814	$	20,179	BRL	CDI + 2%
Faculdade Porto-Alegrense (FAPA)	184		230		BRL	IGP-M
IADE Group	—		1,109		EUR	3%





















Total due to shareholders of acquired companies	15,998		21,518
Less: Current portion of due to shareholders of acquired companies	8,126		11,523
Due to shareholders of acquired companies, less current portion	$	7,872	$	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~~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~~7 states throughout Brazil, with a particularly strong presence in the competitive São Paulo market. ~~Many~~Most 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.education.

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~~(Loss) 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 from continuing operations before income taxes and equity in net (loss) income of affiliates, as reported in the Consolidated Statements of Operations:


	For the three months ended						For the six months ended
	June 30,						June 30,
	2020		2019		2020		2019
Revenues
Brazil	$	118,519	$	197,106	$	202,200	$	307,074
Mexico	114,864		162,455		269,071		318,919
Andean	345,867		422,994		435,375		561,937
Rest of World	62,559		51,186		106,135		84,618
Online & Partnerships	148,885		159,715		305,390		321,489
Corporate	984		(1,053)		2,064		(562)
Revenues	$	791,678	$	992,403	$	1,320,235	$	1,593,475
Adjusted EBITDA of reportable segments
Brazil	$	41,590	$	58,856	$	22,390	$	28,200
Mexico	19,704		31,585		43,014		57,413
Andean	160,692		186,530		98,542		153,287

Rest of World	19,688		12,109		24,525		8,750
Online & Partnerships	43,400		49,859		86,681		98,435
Total Adjusted EBITDA of reportable segments	285,074		338,939		275,152		346,085
Reconciling items:
Corporate	(26,029)		(40,145)		(52,982)		(76,865)
Depreciation and amortization expense	(40,117)		(49,342)		(84,276)		(96,550)
Loss on impairment of assets	(445,085)		(470)		(448,853)		(470)
Share-based compensation expense	(4,615)		(4,748)		(6,596)		(7,735)
EiP expenses	(24,008)		(27,069)		(54,360)		(39,329)
Operating (loss) income	(254,780)		217,165		(371,915)		125,136
Interest income	1,016		2,844		3,683		6,397
Interest expense	(33,812)		(41,466)		(69,922)		(96,119)
Loss on debt extinguishment	—		(15,595)		—		(26,217)
(Loss) gain on derivatives	(1,428)		2,632		(626)		7,815
Other (expense) income, net	(406)		7,704		(508)		8,101
Foreign currency (loss) gain, net	(4,903)		8,881		31,041		4,135
Gain on sales of subsidiaries, net	93		—		2,822		—
Income from continuing operations before income taxes and equity in net (loss) income of affiliates	$	(294,220)	$	182,165	$	(405,425)	$	29,248

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

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


	June 30, 2020		December 31, 2019
Assets
Brazil	$	834,277	$	1,068,362
Mexico	1,099,565		1,315,377
Andean	1,345,984		1,715,145

Rest of World	239,237		194,409
Online & Partnerships	1,251,246		1,303,811
Corporate and Discontinued Operations	1,183,368		918,524
Total assets	$	5,953,677	$	6,515,628

Note 8. Goodwill and Loss on Impairment of Assets

The change in the net carrying amount of Goodwill from December 31, ~~2018~~2019 through June 30, ~~2019~~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	—		—		(147,714)		—		—		(147,714)
Currency translation adjustments	(91,238)		(89,428)		(16,933)		(597)		—		(198,196)
Adjustments to prior acquisitions	—		—		—		—		—		—
Balance at June 30, 2020	$	296,922	$	435,828	$	76,680	$	85,415	$	460,740	$	1,355,585

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

Impairment of Assets for Chile Reporting Unit

As described in Note 1, Description of Business, the Company is exploring strategic alternatives for each of its businesses and, as part of that process, the Company is evaluating all potential options for its remaining businesses, including sales, spin-offs or business combinations. The Company has received and considered information regarding the market valuation for control of its Chilean operations, which are both a reporting unit and an asset group. In a divestiture scenario, this market feedback reveals the range of values that could be expected to be offered by potential investors, and this range of values was lower than carrying value. The reasons for this include uncertainties that market participants have around operating higher education institutions in Chile related to the challenging political and regulatory environment and the possibility that a new Chilean constitution could become effective as early as the summer of 2022. These uncertainties have particularly affected the views of market participants (as well as the views of the Company) about operating a not-for-profit education institution in Chile.

After assessing these factors, the Company concluded that it was more likely than not that the fair value of its Chile reporting unit, which is part of the Andean segment, was less than its carrying value. Accordingly, the Company performed an impairment test of the long-lived assets that are part of the Chile reporting unit. Because Chile has not yet met the held-for-sale criteria, the long-lived assets other than goodwill were evaluated for impairment under the held-and-used model, based on the probability-weighted cash flows expected to be generated by the asset group. Goodwill was also evaluated for impairment. The projections used in the impairment testing included key assumptions around the effect of regulatory uncertainties on the future cash flows expected to be generated, reducing the estimates of those cash flows. In addition, the projections incorporated assumptions around growth rates, tax rates and discount rates. The inputs used are not observable to active markets and are therefore deemed “Level 3” inputs in the fair value hierarchy. As a result of the impairment tests, the Company determined that the carrying value of the Chile asset group exceeded its fair value by approximately $418,000 and recorded an impairment charge in that amount during the three months ended June 30, 2020, as follows:



Tradenames	$	90,700
Land	20,900
Buildings	59,700
Other long-lived assets	36,500
Operating lease right-of-use assets, net	62,500
Goodwill	147,700
Total Chile impairment	$	418,000

In ~~March 2019,~~addition, as of June 30, 2020, the ~~Company's indirect, wholly owned subsidiary, UAM~~Company has recorded within stockholders’ equity, as a component of accumulated other comprehensive income, approximately $249,000 of accumulated foreign currency translation (FX) losses associated with Chile. These FX losses would be recognized if the Company sells the Chile reporting unit or classifies it as held for sale.

Impairment of Brazil ~~acquired~~E2G Software Assets

As part of a ~~company~~transformation initiative for the enrollment to graduation cycle (E2G) that started several years ago, the Company began developing a solution to standardize the information systems and processes in ~~Brazil~~Brazil. During development, those costs that ~~prior to the acquisition, was~~qualified for capitalization as internal-use software were classified within Construction in-progress on our Consolidated Balance Sheets. In addition, 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 natureportion of the ~~acquisition. The acquiree~~Brazil E2G project costs were deemed to be implementation costs of a hosting arrangement and were capitalized within Other assets on our Consolidated Balance Sheets. These capitalized costs were recorded on our Brazil and Corporate segments, as most of the Brazil E2G expenditures were made by Corporate. During the second quarter of 2020, the Company determined that it was no longer probable that the Brazil E2G project would be completed and placed into service, and that the likelihood that a potential buyer of the Brazil business would utilize this system was low due to its cost and associated complexities. As stated in ASC 350-40-35-3, there is ~~being merged into UAM Brazil.~~

a presumption that uncompleted software has a fair value of $0. Accordingly, the Company recorded a impairment charge of approximately $27,100 during the three months ended June 30, 2020, to fully write off the Brazil E2G project assets.

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

Note 9. Debt

Outstanding long-term debt was as follows:


	June 30, 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	59,260		14,542
Notes payable and other debt	297,098		328,153
Total senior and other debt	1,565,505		1,345,095
Finance lease obligations and sale-leaseback financings	85,306		100,113
Total long-term debt and finance leases	1,650,811		1,445,208
Less: total unamortized deferred financing costs	59,596		66,069
Less: current portion of long-term debt and finance leases	211,298		118,822
Long-term debt and finance leases, less current portion	$	1,379,917	$	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~~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:


	June 30, 2020						December 31, 2019
	Carrying amount		Estimated fair value		Carrying amount		Estimated fair value
Total senior and other debt	$	1,565,505	$	1,601,504	$	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,~~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,~~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
23



~~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~~	%

Rent Concessions

The ~~components~~Company has taken actions with respect to certain of its existing leases, including engaging with landlords to discuss rent deferrals, as well as other rent concessions. Consistent with the updated guidance from the Financial Accounting Standards Board (FASB) in April 2020, the Company has elected the practical expedient for rent concessions where the total payments required by the modified contract are substantially the same or less than the total payments required by the original contract. In those cases, the Company treated the rent concessions as if there were no modification to the lease ~~cost were~~contract and accounted for these rent concessions as ~~follows:~~variable lease payments.

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.~~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,~~2020, Laureate would be obligated to pay the noncontrolling interest holders an estimated amount of ~~$10,779,~~$10,443, 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 June 30, 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	$	10,443	$	10,443

Total noncontrolling interest holder put arrangements			10,779		10,779		Total noncontrolling interest holder put arrangements			10,443		10,443
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			$	10,443	$	12,157

* 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~~2020 and December 31, ~~2018,~~2019, Laureate has recorded cumulative liabilities totaling ~~$53,603~~$36,031 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~~$752 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)~~$5,952 and ~~$928,~~$4,609, respectively, for the six months ended June 30, ~~2019~~2020 and ~~2018.~~2019.

In addition, as of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, Laureate has recorded cumulative liabilities for income tax contingencies of ~~$54,823~~$47,313 and ~~$64,157,~~$51,442, respectively, of which ~~$4,031~~$7,442 and ~~$11,208,~~$6,996, respectively, were classified as held for sale. As of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, indemnification assets primarily related to acquisition contingencies were ~~$79,952~~$50,993 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~~$16,000 and $19,000 as of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively, from the former owner of ~~one~~1 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~~$41,000 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~~2020 and December 31, ~~2018,~~2019, approximately ~~$34,000~~$30,700 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~~$457,000 and ~~$499,000~~$474,000 at June 30, ~~2019~~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~~2020 and December 31, ~~2018,~~2019, we recorded ~~$37,743~~$38,029 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~~Faculdades Metropolitanas Unidas Educacionais Ltda. (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~~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~~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~~2020 and December 31, ~~2018~~2019 Consolidated Balance Sheets.

As of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, we had ~~approximately $5,700~~EUR 9,443 (approximately $10,600 at June 30, 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~~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). In addition, on March 11, 2020, ICE received a preliminary assessment of approximately EUR 21,600 (approximately $24,200 at June 30, 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. ICE was formerly our Spanish holding company; during the second quarter of 2020, ICE was migrated to the Netherlands and its name was changed to Laureate Netherlands Holding B.V.

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~~2020 and December 31, ~~2018,~~2019, the total face amount of these surety bonds was ~~$22,503~~$16,938 and ~~$22,204,~~$25,582, respectively. In June 2020, a state bond in the amount of approximately $9,000 was deemed unnecessary and was canceled. These bonds are fully collateralized with cash, which was classified as Restricted cash on our June 30, ~~2019~~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:


	June 30, 2020		December 31, 2019
Financing receivables	$	30,052	$	28,856
Allowance for doubtful accounts	(7,131)		(5,909)
Financing receivables, net of allowances	$	22,921	$	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 June 30, 2020
Amounts past due less than one year	$	9,493	$	821	$	10,314
Amounts past due one year or greater	2,651		208		2,859
Total past due (on non-accrual status)	12,144		1,029		13,173
Not past due	14,336		2,543		16,879
Total financing receivables	$	26,480	$	3,572	$	30,052

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

The following is a rollforward of the Allowance for doubtful accounts related to financing receivables for the six months ended June 30, ~~2019~~2020 and ~~2018,~~2019, grouped by country portfolio:


	Chile		Other		Total






Balance at December 31, 2019	$	(5,654)	$	(255)	$	(5,909)
Charge-offs	2,879		4		2,883
Recoveries	—		—		—
Reclassifications	—		—		—
Provision	(3,712)		(924)		(4,636)
Currency adjustments	432		99		531
Balance at June 30, 2020	$	(6,055)	$	(1,076)	$	(7,131)

Balance at December 31, 2018	$	(6,108)	$	(287)	$	(6,395)
Charge-offs	1,071		495		1,566
Recoveries	—		—		—
Reclassifications	—		—		—
Provision	(731)		(675)		(1,406)
Currency adjustments	(129)		(7)		(136)
Balance at June 30, 2019	$	(5,897)	$	(474)	$	(6,371)

Chile Other Total
Balance at December 31, 2018 $ (6,108 ) $ (287 ) $ (6,395 )
Charge-offs 1,071
495
1,566
Recoveries —
—
—
Reclassifications —
—
—
Provision (731 ) (675 ) (1,406 )
Currency adjustments (129 ) (7 ) (136 )
Balance at June 30, 2019 $ (5,897 ) $ (474 ) $ (6,371 )

Balance at December 31, 2017 $ (6,107 ) $ (365 ) $ (6,472 )
Charge-offs 944
—
944
Recoveries —
—
—
Reclassifications —
—
—
Provision (745 ) 68
(677 )
Currency adjustments 162
2
164
Balance at June 30, 2018 $ (5,746 ) $ (295 ) $ (6,041 )

Restructured Receivables

A TDR is a financing receivable in which the borrower is experiencing financial difficulty and Laureate has granted an economic concession to the student debtor that we would not otherwise consider. When we modify financing receivables in a TDR, Laureate typically offers the student debtor an extension of the loan maturity and/or a reduction in the accrued interest balance. In certain situations, we may offer to restructure a financing receivable in a manner that ultimately results in the forgiveness of contractually specified principal balances. Our only TDRs are in Chile.

The number of financing receivable accounts and the pre- and post-modification account balances modified under the terms of a TDR during the six months ended June 30, ~~2019~~2020 and ~~2018~~2019 were as follows:


	Number of Financing Receivable Accounts	Pre-Modification Balance Outstanding		Post-Modification Balance Outstanding
2020	348	$	1,222	$	1,178
2019	327	$	1,100	$	980

Number of Financing Receivable Accounts Pre-Modification Balance Outstanding Post-Modification Balance Outstanding
2019 327
$ 1,100
$ 980
2018 326
$ 1,092
$ 1,036

The preceding table represents accounts modified under the terms of a TDR during the six months ended June 30, ~~2019,~~2020, whereas the following table represents accounts modified as a TDR between January 1, ~~2018~~2019 and June 30, ~~2019~~2020 that subsequently defaulted during the six months ended June 30, ~~2019:~~2020:


	Number of Financing Receivable Accounts	Balance at Default


Total	122	$	298

Number of Financing Receivable Accounts Balance at Default
Total 174
$ 431

The following table represents accounts modified as a TDR between January 1, ~~2017~~2018 and June 30, ~~2018~~2019 that subsequently defaulted during the six months ended June 30, ~~2018:~~2019:


	Number of Financing Receivable Accounts	Balance at Default


Total	174	$	431

Number of Financing Receivable Accounts Balance at Default
Total 104
$ 351

Note 13. Share-based Compensation

~~Note~~
13. ~~Share-based Compensation~~

Share-based compensation expense was as follows:


	For the three months ended June 30,						For the six months ended June 30,
	2020		2019		2020		2019
Continuing operations
Stock options, net of estimated forfeitures	$	492	$	1,340	$	931	$	2,163
Restricted stock awards	4,123		3,408		5,665		5,572
Total continuing operations	$	4,615	$	4,748	$	6,596	$	7,735

Discontinued operations
Share-based compensation expense for discontinued operations	6		106		9		269
Total continuing and discontinued operations	$	4,621	$	4,854	$	6,605	$	8,004

For the three months ended June 30, For the six months ended June 30,
2019 2018 2019 2018
Continuing operations
Stock options, net of estimated forfeitures $ 1,340
$ 1,982
$ 2,163
$ (5,265 )
Restricted stock awards 3,408
5,279
5,572
8,449
Total continuing operations $ 4,748
$ 7,261
$ 7,735
$ 3,184

Discontinued operations
Share-based compensation expense for discontinued operations 106
427
269
747
Total continuing and discontinued operations $ 4,854
$ 7,688
$ 8,004
$ 3,931

~~The negative stock options expense for the six months ended June 30, 2018 relates to the correction of an immaterial error.~~

Note 14. ~~Stockholders'~~Stockholders’ Equity

The components of net changes in ~~stockholders'~~stockholders’ equity for the fiscal quarters of 2020 are as follows:


	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
Non-cash stock compensation	—	—		—	—		4,621		—		—		—		—		4,621

Exercise of stock options and vesting of restricted stock, net of shares withheld to satisfy tax withholding	132	1		—	—		(33)		—		—		—		—		(32)


Change in noncontrolling interests	—	—		—	—		—		—		—		—		3,471		3,471
Accretion of redeemable noncontrolling interests and equity	—	—		—	—		201		—		—		—		—		201

Reclassification of redeemable noncontrolling interests and equity	—	—		—	—		—		—		—		—		(414)		(414)
Net loss	—	—		—	—		—		(307,823)		—		—		(3,805)		(311,628)
Foreign currency translation adjustment, net of tax of $0	—	—		—	—		—		—		14,102		—		(68)		14,034


Balance at June 30, 2020	119,207	$	547	90,813	$	363	$	3,756,975	$	228,301	$	(1,391,686)	$	(300,309)	$	(14,130)	$	2,280,061

The components of net changes in stockholders’ equity for the fiscal quarters of 2019 are as follows:


	Laureate Education, Inc. Stockholders
	Class A Common Stock				Class B Common Stock						Additional paid-in capital		(Accumulated deficit) 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, 2018	107,450	$	430	116,865	$	467	$	3,703,796	$	(530,919)	$	(1,112,695)	$	—	$	(10,133)	$	2,050,946
Adoption of accounting standards	—	—		—	—		—		28,944		—		—		—		28,944
Balance at January 1, 2019	107,450	430		116,865	467		3,703,796		(501,975)		(1,112,695)		—		(10,133)		2,079,890
Non-cash stock compensation	—	—		—	—		3,149		—		—		—		—		3,149
Conversion of Class B shares to Class A shares	8	—		(8)	—		—		—		—		—		—		—
Vesting of restricted stock, net of shares withheld to satisfy tax withholding	325	1		—	—		(1,421)		—		—		—		—		(1,420)

Distributions to noncontrolling interest holders	—	—		—	—		—		—		—		—		(625)		(625)

Accretion of redeemable noncontrolling interests and equity	—	—		—	—		263		—		—		—		—		263


Reclassification of redeemable noncontrolling interests and equity	—	—		—	—		—		—		—		—		224		224
Net income	—	—		—	—		—		191,243		—		—		3,022		194,265
Foreign currency translation adjustment, net of tax of $0	—	—		—	—		—		—		49,521		—		30		49,551
Unrealized gain on derivatives, net of tax of $0	—	—		—	—		—		—		2,609		—		—		2,609

Balance at March 31, 2019	107,783	$	431	116,857	$	467	$	3,705,787	$	(310,732)	$	(1,060,565)	$	—	$	(7,482)	$	2,327,906
Non-cash stock compensation	—	—		—	—		4,854		—		—		—		—		4,854
Conversion of Class B shares to Class A shares	10,991	44		(10,991)	(44)		—		—		—		—		—		—
Exercise of stock options and vesting of restricted stock, net of shares withheld to satisfy tax withholding	32	—		—	—		170		—		—		—		—		170
Distributions to noncontrolling interest holders	—	—		—	—		—		—		—		—		(731)		(731)
Change in noncontrolling interests	—	—		—	—		(3,700)		—		—		—		—		(3,700)
Accretion of redeemable noncontrolling interests and equity	—	—		—	—		194		—		—		—		—		194




Reclassification of redeemable noncontrolling interests and equity	—	—		—	—		—		—		—		—		(855)		(855)
Net income	—	—		—	—		—		781,592		—		—		(1,976)		779,616
Foreign currency translation adjustment, net of tax of $0	—	—		—	—		—		—		10,275		—		(87)		10,188
Unrealized gain on derivatives, net of tax of $0	—	—		—	—		—		—		(10,559)		—		—		(10,559)
Balance at June 30, 2019	118,806	$	475	105,866	$	423	$	3,707,305	$	470,860	$	(1,060,849)	$	—	$	(11,131)	$	3,107,083

Laureate Education, Inc. Stockholders

Class A
Common Stock Class B
Common Stock Additional paid-in capital (Accumulated deficit) retained earnings Accumulated other comprehensive (loss) income Non-controlling interests Total stockholders' equity

Shares Amount Shares Amount
Balance at December 31, 2018 107,450 $ 430
116,865
$ 467
$ 3,703,796
$ (530,919 ) $ (1,112,695 ) $ (10,133 ) $ 2,050,946
Adoption of accounting standards —
—
—
—
—
28,944
—
—
28,944
Balance at January 1, 2019 107,450
430
116,865
467
3,703,796
(501,975 ) (1,112,695 ) (10,133 ) 2,079,890
Non-cash stock compensation —
—
—
—
3,149
—
—
—
3,149
Conversion of Class B shares to Class A shares 8
—
(8 ) —
—
—
—
—
—
Vesting of restricted stock, net of shares withheld to satisfy tax withholding 325
1
—
—
(1,421 ) —
—
—
(1,420 )
Distributions to noncontrolling interest holders —
—
—
—
—
—
—
(625 ) (625 )
Accretion of redeemable noncontrolling interests and equity —
—
—
—
263
—
—
—
263
Reclassification of redeemable noncontrolling interests and equity —
—
—
—
—
—
—
224
224
Net income —
—
—
—
—
191,243
—
3,022
194,265
Foreign currency translation adjustment, net of tax of $0 —
—
—
—
—
—
49,521
30
49,551
Unrealized gain on derivatives, net of tax of $0 —
—
—
—
—
—
2,609
—
2,609
Balance at March 31, 2019 107,783
$ 431
116,857
$ 467
$ 3,705,787
$ (310,732 ) $ (1,060,565 ) $ (7,482 ) $ 2,327,906
Non-cash stock compensation —
—
—
—
4,854
—
—
—
4,854
Conversion of Class B shares to Class A shares 10,991
44
(10,991 ) (44 ) —
—
—
—
—
Exercise of stock options and vesting of restricted stock, net of shares withheld to satisfy tax withholding 32
—
—
—
170
—
—
—
170
Distributions to noncontrolling interest holders —
—
—
—
—
—
—
(731 ) (731 )
Change in noncontrolling interests —
—
—
—
(3,700 ) —
—
—
(3,700 )
Accretion of redeemable noncontrolling interests and equity —
—
—
—
194
—
—
—
194
Reclassification of redeemable noncontrolling interests and equity —
—
—
—
—
—
—
(855 ) (855 )
Net income —
—
—
—
—
781,592
—
(1,976 ) 779,616
Foreign currency translation adjustment, net of tax of $0 —
—
—
—
—
—
10,275
(87 ) 10,188
Unrealized loss on derivatives, net of tax of $0 —
—
—
—
—
—
(10,559 ) —
(10,559 )
Balance at June 30, 2019 118,806
$ 475
105,866
$ 423
$ 3,707,305
$ 470,860
$ (1,060,849 ) $ (11,131 ) $ 3,107,083

Stock Repurchase Program

As described in Note 2, Significant Accounting Policies, the change in beginning retained earnings resulting from the adoption of accounting standards represents the cumulative impact of adopting ASU 2016-02.

~~The components of net changes in stockholders' equity for the fiscal quarters of 2018 are as follows:~~

Laureate Education, Inc. Stockholders

Class A
Common Stock
Class B
Common Stock
Additional paid-in capital (Accumulated deficit) retained earnings Accumulated other comprehensive (loss) income Non-controlling interests Total stockholders' equity
Shares Amount Shares Amount
Balance at December 31, 2017 55,052
$ 220
132,443
$ 530
$ 3,446,206
$ (946,236 ) $ (925,556 ) $ 12,118
$ 1,587,282
Adoption of accounting standards —
—
—
—
—
5,074
—
—
5,074
Balance at January 1, 2018 55,052
220
132,443
530
3,446,206
(941,162 ) (925,556 ) 12,118
1,592,356
Non-cash stock compensation —
—
—
—
(3,756 ) —
—
—
(3,756 )
Conversion of Class B shares to Class A shares 59
—
(59 ) —
—
—
—
—
—
Vesting of restricted stock, net of shares withheld to satisfy tax withholding 145
1
59
—
(804 ) —
—
—
(803 )
Distributions from noncontrolling interest holders —
—
—
—
—
—
—
581
581
Change in noncontrolling interests —
—
—
—
(468 ) —
—
(20,575 ) (21,043 )
Accretion of redeemable noncontrolling interests and equity —
—
—
—
(76 ) —
—
—
(76 )
Accretion of Series A Convertible Redeemable Preferred Stock —
—
—
—
(57,324 ) —
—
—
(57,324 )
Reclassification of redeemable noncontrolling interests and equity —
—
—
—
—
—
—
38
38
Net income —
—
—
—
—
168,879
—
2,666
171,545
Foreign currency translation adjustment, net of tax of $0 —
—
—
—
—
—
83,648
(279 ) 83,369
Unrealized gain on derivatives, net of tax of $0 —
—
—
—
—
—
2,210
—
2,210
Minimum pension liability adjustment, net of tax of $0 —
—
—
—
—
—
376
—
376
Balance at March 31, 2018 55,256
$ 221
132,443
$ 530
$ 3,383,778
$ (772,283 ) $ (839,322 ) $ (5,451 ) $ 1,767,473
Non-cash stock compensation —
—
—
—
7,687
—
—
—
7,687
Conversion of Class B shares to Class A shares 27
—
(27 ) —
—
—
—
—
—
Vesting of restricted stock, net of shares withheld to satisfy tax withholding 188
1
—
—
(942 ) —
—
—
(941 )
Distributions to noncontrolling interest holders —
—
—
—
—
—
—
(1,473 ) (1,473 )
Change in noncontrolling interests —
—
—
—
—
—
—
(2,730 ) (2,730 )
Accretion of redeemable noncontrolling interests and equity —
—
—
—
882
—
—
—
882
Accretion of Series A Preferred Stock —
—
—
—
(4,650 ) —
—
—
(4,650 )
Gain upon conversion of Series A Preferred Stock —
—
—
—
74,110
—
—
—
74,110
Reclassification of Series A Preferred Stock upon conversion 36,143
144
—
—
237,957
—
—
—
238,101
Other —
—
—
—
—
(744 ) —
—
(744 )
Reclassification of redeemable noncontrolling interests and equity —
—
—
—
—
—
—
(19 ) (19 )
Net income —
—
—
—
—
224,412
—
(456 ) 223,956
Foreign currency translation adjustment, net of tax of $0 —
—
—
—
—
—
(197,143 ) 471
(196,672 )
Unrealized gain on derivatives, net of tax of $0 —
—
—
—
—
—
10,126
—
10,126
Balance at June 30, 2018 91,614
$ 366
132,416
$ 530
$ 3,698,822
$ (548,615 ) $ (1,026,339 ) $ (9,658 ) $ 2,115,106

As previously disclosed, 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 authorized limit of $150,000. 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 for a total authorization (including the previously authorized repurchases) of up to $300,000 of the Company’s Class A common stock. The Company’s repurchases were made in a block trade, as well as on the open market at prevailing market prices and pursuant to a Rule 10b5-1 stock repurchase plan, in accordance with applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). In January 2020, the Company repurchased 1,619 shares of its outstanding Class A common stock for a total purchase price of $29,203 and reached the total authorized limit of $300,000.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) (AOCI) in our Consolidated Balance Sheets includes the accumulated translation adjustments arising from translation of foreign ~~subsidiaries'~~subsidiaries’ financial statements, the unrealized gains on derivatives designated as cash flow hedges, and the accumulated net gains or losses that are not recognized as components of net periodic benefit cost for our minimum pension liability. The change in AOCI includes the removal of the cumulative translation adjustment related to subsidiaries that were sold during the period. The components of these balances were as follows:


	June 30, 2020										December 31, 2019
	Laureate Education, Inc.		Noncontrolling Interests		Total		Laureate Education, Inc.		Noncontrolling Interests		Total
Foreign currency translation adjustment	$	(1,401,424)	$	1,017	$	(1,400,407)	$	(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	$	(1,391,686)	$	1,017	$	(1,390,669)	$	(1,073,981)	$	326	$	(1,073,655)

June 30, 2019 December 31, 2018
Laureate Education, Inc. Noncontrolling Interests Total Laureate Education, Inc. Noncontrolling Interests Total
Foreign currency translation loss $ (1,067,923 ) $ 402
$ (1,067,521 ) $ (1,127,719 ) $ 459
$ (1,127,260 )
Unrealized gain on derivatives 10,416
—
10,416
18,366
—
18,366
Minimum pension liability adjustment (3,342 ) —
(3,342 ) (3,342 ) —
(3,342 )
Accumulated other comprehensive loss $ (1,060,849 ) $ 402
$ (1,060,447 ) $ (1,112,695 ) $ 459
$ (1,112,236 )

~~Secondary Offering~~

In June 2019, Wengen Alberta, Limited Partnership, our controlling stockholder, converted owned shares of the Company's Class B common stock into an equal number of shares of the Company's Class A common stock and sold a total of 10,955 shares of Class A common stock in a secondary offering at a price of $15.3032 per share. Wengen received all of the net proceeds from this offering and no shares of Class A common stock were sold by the Company.

Note 15. Derivative Instruments

~~Note~~
15. ~~Derivative Instruments~~

In the normal course of business, our operations are exposed to fluctuations in foreign currency values and interest rate changes. We may seek to control a portion of these risks through a risk management program that includes the use of derivative instruments.

The interest and principal payments for Laureate’s senior long-term debt arrangements are to be paid primarily in USD. Our ability to make debt payments is subject to fluctuations in the value of the USD against foreign currencies, since a majority of our operating cash used to make these payments is generated by subsidiaries with functional currencies other than USD. As part of our overall risk management policies, Laureate has at times entered into foreign currency swap contracts and floating-to-fixed interest rate swap contracts. In addition, we occasionally enter into foreign exchange forward contracts to reduce the impact of other non-functional currency-denominated receivables and payables. We do not enter into speculative or leveraged transactions, nor do we hold or issue derivatives for trading purposes. We generally intend to hold our derivatives until maturity.

Laureate reports all derivatives at fair value. These contracts are recognized as either assets or liabilities, depending upon the derivative’s fair value. Gains or losses associated with the change in the fair value of these swaps are recognized in our Consolidated Statements of Operations on a current basis over the term of the contracts, unless designated and effective as a hedge. For swaps that are designated and effective as cash flow hedges, gains or losses associated with the change in fair value of the swaps are recognized in our Consolidated Balance Sheets as a component of AOCI and amortized into earnings as a component of Interest expense over the term of the related hedged items. Upon early termination of an effective interest rate swap designated as a cash flow hedge, unrealized gains or losses are deferred in our Consolidated Balance Sheets as a component of AOCI and are amortized as an adjustment to Interest expense over the period during which the hedged forecasted transaction affects earnings. For derivatives that are both designated and effective as net investment hedges, gains or losses associated with the change in fair value of the derivatives are recognized on our Consolidated Balance Sheets as a component of AOCI.

AsLaureate did not hold any derivatives as of June 30, ~~2019, we held no derivatives. The reported fair values of our derivatives, which are classified in Derivative instruments on our Consolidated Balance Sheets, were as follows:~~2020 and December 31, 2019.

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

Derivatives Designated as Hedging Instruments

~~Cash Flow Hedge -~~ ~~2024 Term Loan Interest Rate Swaps~~

In May 2017, Laureate entered into, and designated as cash flow hedges, four pay-fixed, receive-floating amortizing interest rate swaps with notional amounts of $100,000, $100,000, $200,000 and $300,000, respectively. These notional amounts matched the corresponding principal of the 2024 Term Loan borrowings of which these swaps were effectively hedging the interest payments. As such, the notional values amortized annually based on the terms of the agreements to match the principal borrowings as they were repaid. These swaps effectively fixed the floating interest rate on the term loan to reduce exposure to variability in cash flows attributable to changes in the USD-LIBOR-BBA swap rate. All four swaps were fully settled on August 21, 2018, prior to their May 31, 2022 maturity date, with the remaining AOCI to be ratably reclassified into income through Interest expense over the remaining maturity period of the 2024 Term Loans. The cash received at settlement from the swap counterparties was $14,117. During the quarter ended June 30, 2019, the Company accelerated the reclassification of amounts in AOCI to earnings as a result of the hedged forecasted transactions becoming probable not to occur, due to the full repayment of the 2024 Term Loan in June 2019 using proceeds from the sale of our ~~institutions in Portugal and Spain.~~ The accelerated amounts were a gain of approximately $9,800 and were recorded as a decrease to Interest expense. Prior to settlement of the swaps, they were determined to be 100% effective; therefore, the amount of gain or loss recognized in income on the ineffective portion was $0.

Net Investment Hedge - Cross Currency Swaps

In December 2017, Laureate entered into ~~two~~2 EUR-USD cross currency swaps (net investment hedges) to hedge the foreign currency exchange volatility on operations of our Euro functional currency subsidiaries and better match our cash flows with the currencies in which our debt obligations are denominated. Both swaps had an effective date of December 22, 2017 and a maturity date of November 2, 2020, and were designated at inception as effective net investment hedges. In April 2019, the Company terminated both EUR-USD cross currency swaps for a net settlement received of $7,679, which is included in

Settlement of derivatives related to sale of discontinued operations and net investment hedge on ~~our~~the Consolidated Statement of Cash ~~Flows.~~Flows for the six months ended June 30, 2019. The terms of the swaps specified that at maturity on the first swap, Laureate would deliver the notional amount of EUR 50,000 and receive USD $59,210 at an implied exchange rate of 1.1842 and at maturity on the second swap, Laureate would deliver the notional amount of EUR 50,000 and receive USD $59,360 at an implied exchange rate of 1.1872. Semiannually until maturity, Laureate was obligated to pay 5.63% and receive 8.25% on EUR 50,000 and USD $59,210, respectively, on the first swap and pay 5.6675% and receive 8.25% on EUR 50,000 and USD $59,360, respectively, on the second swap. The swaps were determined to be 100% effective; therefore, the amount of gain or loss recognized in income on the ineffective portion of derivative instruments designated as hedging instruments was $0. The accumulated gain recognized in AOCI will be deferred from earnings until the sale or liquidation of the hedged investee. As

Cash Flow Hedge - 2024 Term Loan Interest Rate Swaps

In May 2017, Laureate entered into, and designated as cash flow hedges, 4 pay-fixed, receive-floating amortizing interest rate swaps with notional amounts of ~~December 31, 2018,~~$100,000, $100,000, $200,000 and $300,000, respectively. These notional amounts matched the corresponding principal of the 2024 Term Loan borrowings of which these swaps ~~had an estimated fair value~~were effectively hedging the interest payments. As such, the notional values amortized annually based on the terms of ~~$3,259, which~~the agreements to match the principal borrowings as they were repaid. These swaps effectively fixed the floating interest rate on the term loan to reduce exposure to variability in cash flows attributable to changes in the USD-LIBOR-BBA swap rate. All 4 swaps were fully settled on August 21, 2018, prior to their May 31, 2022 maturity date, with the remaining AOCI to be ratably reclassified into income through Interest expense over the remaining maturity period of the 2024 Term Loans. The cash received at settlement from the swap counterparties was ~~recorded~~$14,117. During the second quarter of 2019, the Company accelerated the reclassification of amounts in ~~Derivative Instruments~~AOCI to earnings as a ~~long-term asset.~~result of the hedged forecasted transactions becoming probable not to occur, due to the full repayment of the 2024 Term Loan in June 2019 using proceeds from the sale of our institutions in Portugal and Spain. The accelerated amounts were a gain of approximately $9,800 and were recorded as a decrease to Interest expense. Prior to settlement of the swaps, they were determined to be 100% effective; therefore, the amount of gain or loss recognized in income on the ineffective portion was $0.

The ~~table~~tables below shows the total recorded unrealized (loss) gain in Comprehensive income for the derivatives designated as hedging instruments. The impact of these derivative instruments on Comprehensive income, Interest expense and AOCI were as follows:

For the three months ended June 30:


	(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	$	—	$	(10,606)	Interest expense	$	—	$	10,606
Net investment hedge	Net investment hedge																Net investment hedge
Cross currency swaps	47			7,570		N/A	—		—								Cross currency swaps	—		47		N/A	—		—
Total	$	(10,559	)	$	10,126		$	10,606	$	260	$	(41,467	)	$	(60,110	)	Total	$	—	$	(10,559)		$	—	$	10,606	$	(33,812)	$	(41,466)

For the six months ended June 30:


	(Loss) Gain Recognized in Comprehensive Income (Effective Portion)					Income Statement Location		Gain Reclassified from AOCI to Income (Effective Portion)						Total Consolidated Interest Expense
	2020		2019			2020		2019		2020		2019
Cash flow hedge
Interest rate swaps	$	—	$	(11,818)	Interest expense	$	—	$	11,818
Net investment hedge
Cross currency swaps	—		3,868		N/A	—		—
Total	$	—	$	(7,950)		$	—	$	11,818	$	(69,922)	$	(96,119)

(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 )

Derivatives Not Designated as Hedging Instruments

~~Derivatives related~~AUD to ~~Series A Preferred Stock Offering~~USD Foreign Currency Swaps

In ~~December 2016 and January 2017, the Company issued shares~~March 2020, Laureate entered into an AUD to USD swap agreement with a maturity date of ~~convertible redeemable preferred stock (the Series A Preferred Stock) and identified several embedded derivatives related to certain contingent redemption features~~April 15, 2020, in connection with an intercompany funding transaction. The terms of the ~~Series A Preferred Stock. These~~swap stated that on the maturity date, Laureate would deliver the notional amount of AUD 21,000 and receive USD $13,713 at a rate of exchange of 0.6530 USD per 1 AUD. On April 8, 2020, Laureate entered into a net settlement agreement for this swap to deliver USD $12,999 and receive the notional amount of AUD 21,000 at a rate of exchange of 0.6190 USD per 1 AUD. This net settlement was executed on April 15, 2020, which resulted in a realized gain and proceeds received of $714. This amount is included in (Loss) gain on derivatives ~~were~~on the Consolidated Statement of Operations for the three months and six months ended June 30, 2020, and is included in Payments for settlement of derivative contracts on the Consolidated Statement of Cash Flows for the six months ended June 30, 2020. This swap was not designated as ~~hedges~~a hedge for accounting ~~purposes thus~~purposes.

On April 8, 2020, Laureate entered into a new AUD to USD swap agreement with a notional amount of AUD 21,000. On the ~~changes~~maturity date of June 15, 2020, Laureate delivered the notional amount and received USD $12,921 at a rate of exchange of 0.6153 USD per 1 AUD, resulting in ~~estimated fair value were recognized as~~ a ~~component~~realized loss of earnings. The Series A Preferred Stock was converted into Class A common stock on April 23, 2018. The estimated fair value of these derivatives at the conversion date was approximately $140,300; accordingly, the derivative assets were recorded at their estimated fair values through a corresponding$1,340. This amount is included in (Loss) gain on derivatives on the Consolidated Statements of Operations for the three months and six months ended June 30, 2020 and is included in Payments for settlement of derivative contracts on the Consolidated Statement of Cash Flows for the six months ended June 30, 2020. This swap was not designated as a component of non-operating income. The increase in the fair value of the derivatives can be attributed to the use of the Monte Carlo Simulation Method to value the derivatives prior to the April 23, 2018 conversion date, when the probability of conversion increased to 100% and the valuation inputs became definitive. In connection with the conversion of the Series A Preferred Stock into Class A common stock, the carrying value of the derivative assets was reclassified into equity in April 2018.hedge for accounting purposes.

EUR to USD Foreign Currency ~~Swaps -~~ Swaps—Spain and Portugal

~~As disclosed in the 2018 Form 10-K, in~~In December 2018, Laureate entered into ~~two~~2 EUR to USD swap agreements in connection with the signing of the sale agreement for the subsidiaries in Spain and Portugal. The purpose of the swaps was to mitigate the risk of foreign currency exposure on the sale proceeds. The first swap was deal contingent, with the settlement date occurring on the second business day following the completion of the sale. On the settlement date, Laureate delivered the notional amount of EUR 275,000 and received USD $314,573 at a rate of exchange of 1.1439, which resulted in a realized gain of $5,088. The second swap was a put/call option with a maturity date of April 8, 2019, where Laureate could put the notional amount of EUR 275,000 and call the USD amount of $310,750 at an exchange rate of 1.13. Based on expected timing of the sale transaction, the swap was terminated on April 2, 2019, resulting in a payment to the counterparty of $980 that included a deferred premium payment net of proceeds received. The realized gain of $5,088 and the payment of $980 are included in Settlement of derivatives related to sale of discontinued operations and net investment hedge in the Consolidated Statement of Cash Flows. As of December 31, 2018, these swaps had an aggregate estimated fair value of $4,021, which was recorded in Derivative instruments as a current liability through a charge to unrealized loss on derivatives. These swaps were not designated as hedges for accounting purposes.

In addition to the swaps above, in order to continue to mitigate the risk of foreign currency exposure on the expected sale proceeds for Spain and Portugal in advance of the May 31, 2019 sale closing date, in April 2019, Laureate also entered into ~~seven~~7 EUR to USD swap agreements with a combined notional amount of EUR 375,000. On the maturity date of May 15, 2019, Laureate paid the EUR notional amount and received a combined total of USD $423,003 at a rate of exchange of 1.128007, resulting in a gain of $1,644. In May 2019, Laureate entered into ~~nine~~9 EUR to USD swap agreements with a combined notional amount of EUR 532,000. On the maturity date of June 4, 2019, Laureate paid the EUR notional amount and received a combined total of $597,149 at a rate of exchange of 1.122461, resulting in a realized loss of approximately $565. The realized gain of $1,644 and the realized loss of $565 are included in Settlement of derivatives related to sale of discontinued operations and net investment hedge on the Consolidated Statement of Cash Flows. These swaps were not designated as hedges for accounting purposes.

~~EUR to USD Foreign Currency Swaps - Cyprus and Italy~~

As disclosed in the 2018 Form 10-K, in December 2017, the Company entered into a total of six EUR to USD forward exchange swap agreements in connection with the sale of its institutions in Cyprus and Italy. The purpose of the swaps was to mitigate the risk of foreign currency exposure on the sale proceeds. The swaps had an aggregate notional amount of EUR 200,000 and matured on January 16, 2018, resulting in a total realized loss on derivatives of $9,960, which was included in Settlement of derivatives related to sale of discontinued operations and net investment hedge on the Consolidated Statement of Cash Flows for the six months ended June 30, 2018. The swaps were not designated as hedges for accounting purposes.

CLP to Unidad de Fomento (UF) Cross Currency and Interest Rate Swaps

The cross currency and interest rate swap agreements are intended to provide a better correlation between our debt obligations and operating currencies. In 2010, one of our subsidiaries in Chile entered into ~~four~~4 cross currency and interest rate swap agreements with an aggregate notional amount of approximately $31,000, and convert CLP-denominated, floating-rate debt to fixed-rate UF-denominated debt. The UF is a Chilean inflation-adjusted unit of account. ~~One~~NaN of the swaps was scheduled to mature on December 1, 2024, and the remaining ~~three~~3 were scheduled to mature on July 1, 2025 (the CLP to UF cross currency and interest rate swaps); however, during the first quarter 2019, the Company elected to settle all ~~four~~4 swaps for a net cash payment of approximately USD $8,200. In addition, at that time, Chile also elected to repay a portion of the principal balance outstanding for certain notes ~~payable, as discussed in Note 9, Debt.~~payable. This payment is included in Payments for settlement of derivative contracts on the Consolidated Statement of Cash ~~Flows.~~Flows for the six months ended June 30, 2019. The CLP to UF cross currency and interest rate swaps were not designated as hedges for accounting purposes. ~~As of December 31, 2018, these swaps had an estimated fair value of $6,656 which was recorded in Derivative instruments~~

~~as a long-term liability.~~

Components of the reported ~~Gain~~(Loss) gain on derivatives not designated as hedging instruments in the Consolidated Statements of Operations were as follows:

For the three months ended June 30, For the six months ended June 30,

2019 2018 2019 2018
Unrealized (Loss) Gain
Contingent redemption features - Series A Preferred Stock $ —
$ (28,607 ) $ —
$ (42,140 )
Cross currency and interest rate swaps (2,555 ) 53
4,021
4,358
Interest rate swaps —
48
—
103
(2,555 ) (28,506 ) 4,021
(37,679 )
Realized Gain (Loss)
Contingent redemption features - Series A Preferred Stock —
140,319
—
140,319
Cross currency and interest rate swaps 5,187
(217 ) 3,794
(10,384 )
5,187
140,102
3,794
129,935
Total Gain (Loss)
Contingent redemption features - Series A Preferred Stock —
111,712
—
98,179
Cross currency and interest rate swaps 2,632
(164 ) 7,815
(6,026 )
Interest rate swaps —
48
—
103
Gain on derivatives, net $ 2,632
$ 111,596
$ 7,815
$ 92,256


	For the three months ended June 30,						For the six months ended June 30,
	2020		2019		2020		2019
Cross currency and interest rate swaps
Unrealized (loss) gain	$	(802)	$	(2,555)	$	—	$	4,021
Realized (loss) gain	(626)		5,187		(626)		3,794
(Loss) gain on derivatives, net	$	(1,428)	$	2,632	$	(626)	$	7,815

Credit Risk and Credit-Risk-Related Contingent Features

Laureate’s derivatives expose us to credit risk to the extent that the counterparty may possibly fail to perform its contractual obligation. The amount of our credit risk exposure is equal to the fair value of the derivative when any of the derivatives are in a net gain position. ~~As of December 31, 2018, the estimated fair value of derivatives in a gain position was $3,259.~~

Laureate ~~has limited~~limits its credit risk by only entering into derivative transactions with highly rated major financial institutions. We have not entered into collateral agreements with our ~~derivatives'~~derivatives’ counterparties. AtAs of June 30, 2020 and December 31, 2019, we ~~held no~~did not hold any derivatives in a net gain position, and thus had no credit risk.

~~Laureate's~~Laureate’s agreements with its derivative counterparties contain a provision under which we could be declared in default on our derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to a default on the indebtedness. As of June 30, 2020 and December 31, ~~2018,~~2019, we did not hold any derivatives in a net loss position, and thus had not breached any default provisions and had not posted any collateral related to these agreements. If we had breached any of these provisions, we could have been required to settle the obligations under theno derivative ~~agreements for an amount that we believe would approximate their estimated fair value of $10,677 as of December 31, 2018.~~

obligations.

Note 16. Income Taxes

Laureate uses the liability method to account for income taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. For interim purposes, we also apply ASC 740-270, ~~‘‘Income Taxes -~~ “Income Taxes—Interim Reporting.’’”

Laureate's income tax provisions for all periods consist of federal, state and foreign income taxes. The tax provisions for the ~~six~~three months ended June 30, ~~2019~~2020 and ~~2018~~2019 were based on estimated full-year effective tax rates, after giving effect to significant items related specifically to the interim periods, including the mix of income for the period between higher-taxed and lower-taxed jurisdictions. Laureate has operations in multiple countries at various statutory tax rates or which are tax-exempt entities, and other operations that are loss-making entities for which it is not more likely than not that a tax benefit will be realized on the loss.

Laureate records interest and penalties related to uncertain tax positions as a component of Income tax expense. During the ~~six~~three months ended June 30, ~~2019,~~2020, Laureate recognized interest and penalties related to income taxes of ~~$2,642.~~$1,886. Laureate had ~~$28,993~~$17,213 of accrued interest and penalties as of June 30, ~~2019.~~2020. During the ~~six~~three months ended June 30, ~~2019,~~2020, Laureate derecognized ~~$8,482~~$2,199 of previously accrued interest and penalties. Approximately ~~$25,848~~$19,964 of unrecognized tax benefits, if recognized, will affect the effective income tax rate. It is reasonably possible that Laureate’s unrecognized tax benefits may decrease within the next 12

months by up to approximately ~~$13,449~~$13,669 as a result of the lapse of statutes of limitations and as a result of the final settlement and resolution of outstanding tax matters in various jurisdictions.

As of January 1, 2020, the Company amended the partnership agreement of one of its subsidiaries that owned intellectual property, such that the subsidiary became subject to tax in the Netherlands. The result was a discrete tax benefit of approximately $222,000 that represents the book-and-tax basis difference of the intellectual property, measured based on the intellectual property’s current fair value and applicable Dutch statutory tax rate. Determining the fair value of the intellectual property, which serves as the tax basis of the deferred tax asset, required management to make assumptions and estimates that are inherently uncertain.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law. The CARES Act provides a substantial stimulus and assistance package intended to address the impact of the COVID-19 pandemic, including tax relief and government loans, grants and investments. The CARES Act did not have a significant impact on Laureate’s consolidated financial statements for the three and six months ended June 30, 2020. We continue to monitor any effects that

may result from the CARES Act as well as any similar stimulus legislation enacted in other jurisdictions where Laureate has material operations.

In July 2020, the U.S. Treasury Department released final regulations addressing global intangible low-taxed income (GILTI). Among other changes, these regulations provide an election to exclude certain foreign income of foreign corporations from GILTI if such income is deemed high-taxed in a foreign jurisdiction. These elective provisions may be applied retroactively and accordingly require significant analysis of the potential financial statement impacts. The Company is in the process of quantifying the impact of these regulations on the prior and current periods and is not able to estimate its impact at this time.

Note 17. Earnings (Loss) Per Share

We have ~~two~~2 classes of common stock, Class A common stock and Class B common stock. Other than voting rights, the Class B common stock has the same rights as the Class A common stock and therefore both are treated as the same class of stock for purposes of the earnings per share calculation. Laureate computes basic earnings per share (EPS) by dividing income available to common shareholders by the weighted average number of common shares outstanding for the reporting period. Diluted EPS reflects the potential dilution that would occur if share-based compensation awards, contingently issuable shares, or convertible securities were exercised or converted into common stock. To calculate the diluted EPS, the basic weighted average number of shares is increased by the dilutive effect of stock options, restricted stock, restricted stock units, and any contingently issuable shares determined using the treasury stock method, and any convertible securities using the if-converted method.

The following tables summarize the computations of basic and diluted earnings (loss) per share:


For the three months ended June 30,	2020		2019
Numerator used in basic and diluted earnings (loss) per common share for continuing operations:
(Loss) income from continuing operations	$	(301,753)	$	107,820
Net loss (income) attributable to noncontrolling interests	27		(6)
(Loss) income from continuing operations attributable to Laureate Education, Inc.	(301,726)		107,814

Accretion of redemption value of redeemable noncontrolling interests and equity	201		194





Net (loss) income from continuing operations available to common stockholders for basic and diluted earnings (loss) per share	$	(301,525)	$	108,008




Numerator used in basic and diluted earnings (loss) per common share for discontinued operations:
(Loss) income from discontinued operations, net of tax	$	(12,171)	$	30,280
Gain on sales of discontinued operations, net of tax	2,296		641,516
Loss attributable to noncontrolling interests	3,778		1,982

Net (loss) income from discontinued operations for basic and diluted earnings (loss) per share	$	(6,097)	$	673,778

Denominator used in basic and diluted earnings (loss) per common share:
Basic weighted average shares outstanding	209,929		224,658

Dilutive effect of stock options	—		25
Dilutive effect of restricted stock units	—		263
Diluted weighted average shares outstanding	209,929		224,946

Basic and diluted earnings (loss) per share:
(Loss) income from continuing operations	$	(1.44)	$	0.48
(Loss) income from discontinued operations	(0.03)		3.00
Basic and diluted (loss) earnings per share	$	(1.47)	$	3.48

For the three months ended June 30, 2019 2018
Numerator used in basic and diluted earnings per common share for continuing operations:
Income from continuing operations $ 104,500
$ 173,881
Net loss attributable to noncontrolling interests 2,315
548
Income from continuing operations attributable to Laureate Education, Inc. 106,815
174,429

Accretion of redemption value of redeemable noncontrolling interests and equity 194
882
Adjusted for: accretion related to noncontrolling interests and equity redeemable at fair value —
(556 )
Accretion of Series A Preferred Stock —
(4,650 )
Gain upon conversion of Series A Preferred Stock —
74,110
Subtotal: accretion of Series A Preferred Stock and other redeemable noncontrolling interests and equity 194
69,786
Net income from continuing operations available to common stockholders for basic earnings per share 107,009
244,215
Adjusted for: accretion of Series A Preferred Stock —
4,650
Adjusted for: gain upon conversion of Series A Preferred Stock —
(74,110 )
Net income from continuing operations available to common stockholders for diluted earnings per share $ 107,009
$ 174,755

Numerator used in basic and diluted earnings per common share for discontinued operations:
Income from discontinued operations, net of tax $ 33,600
$ 38,072
Gain on sales of discontinued operations, net of tax 641,516
12,003
Income attributable to noncontrolling interests (339 ) (92 )
Net income from discontinued operations for basic and diluted earnings per share $ 674,777
$ 49,983

Denominator used in basic and diluted earnings per common share:
Basic weighted average shares outstanding 224,658
214,864
Dilutive effect of Series A Preferred Stock —
9,135
Dilutive effect of stock options 25
—
Dilutive effect of restricted stock units 263
355
Diluted weighted average shares outstanding 224,946
224,354

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


For the six months ended June 30,	2020		2019
Numerator used in basic and diluted earnings (loss) per common share for continuing operations:
Loss from continuing operations	$	(177,671)	$	(9,249)
Net loss (income) attributable to noncontrolling interests	34		(49)
Loss from continuing operations attributable to Laureate Education, Inc.	(177,637)		(9,298)

Accretion of redemption value of redeemable noncontrolling interests and equity	157		457





Net loss available to common stockholders for basic earnings (loss) per share	$	(177,480)	$	(8,841)




Numerator used in basic and diluted earnings (loss) per common share for discontinued operations:
(Loss) income from discontinued operations, net of tax	$	(15,975)	$	93,609
(Loss) gain on sales of discontinued operations, net of tax	(19,666)		889,521
Loss (income) attributable to noncontrolling interests	5,070		(997)

Net (loss) income from discontinued operations for basic and diluted earnings (loss) per share	$	(30,571)	$	982,133

Denominator used in basic and diluted earnings (loss) per common share:




Basic and diluted weighted average shares outstanding	209,863		224,656

Basic and diluted earnings (loss) per share:
Loss from continuing operations	$	(0.85)	$	(0.04)
(Loss) income from discontinued operations	(0.15)		4.37
Basic and diluted (loss) earnings per share	$	(1.00)	$	4.33

For the six months ended June 30, 2019 2018
Numerator used in basic and diluted earnings (loss) per common share for continuing operations:
(Loss) income from continuing operations $ (5,814 ) $ 8,246
Net income attributable to noncontrolling interests (416 ) (1,111 )
(Loss) income from continuing operations attributable to Laureate Education, Inc. (6,230 ) 7,135

Accretion of redemption value of redeemable noncontrolling interests and equity 457
806
Adjusted for: accretion related to noncontrolling interests and equity redeemable at fair value —
(559 )
Accretion of Series A Preferred Stock —
(61,974 )
Gain upon conversion of Series A Preferred Stock —
74,110
Subtotal: accretion of other redeemable noncontrolling interests and equity and Series A Preferred Stock, net 457
12,383
Net (loss) income available to common stockholders for basic earnings per share $ (5,773 ) $ 19,518
Adjusted for: accretion of Series A Preferred Stock —
61,974
Adjusted for: gain upon conversion of Series A Preferred Stock —
(74,110 )
Net (loss) income from continuing operations available to common stockholders for diluted earnings per share $ (5,773 ) $ 7,382

Numerator used in basic and diluted earnings per common share for discontinued operations:
Income from discontinued operations, net of tax $ 90,174
$ 56,925
Gain on sale of discontinued operations, net of tax 889,521
330,330
Income attributable to noncontrolling interests (630 ) (1,099 )
Net income from discontinued operations for basic and diluted earnings per share $ 979,065
$ 386,156

Denominator used in basic and diluted earnings per common share:
Basic weighted average shares outstanding 224,656
201,494
Dilutive effect of Series A Preferred Stock —
22,564
Dilutive effect of stock options —
—
Dilutive effect of restricted stock units —
416
Diluted weighted average shares outstanding 224,656
224,474

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 following table summarizes the number of stock options, shares of restricted stock and restricted stock units (RSUs) that were excluded from the diluted EPS calculations because the effect would have been antidilutive:

For the three months ended June 30, For the six months ended June 30,
2019 2018 2019 2018
Stock options 8,846
9,714
8,993
9,779
Restricted stock and RSUs 14
131
915
169


	For the three months ended June 30,			For the six months ended June 30,
	2020	2019	2020	2019
Stock options	4,100	8,846	4,391	8,993
Restricted stock and RSUs	747	14	705	915

Note 18. Legal and Regulatory Matters

Laureate is subject to legal proceedings arising in the ordinary course of business. In ~~management's~~management’s opinion, we have adequate legal defenses, insurance coverage, and/or accrued liabilities with respect to the eventuality of these actions. Management believes that any settlement would not have a material impact on ~~Laureate's~~Laureate’s financial position, results of operations, or cash flows. ~~In addition, our~~

Our institutions are subject to uncertain and varying laws and regulations, and any changes to these laws or regulations or their application to us may materially adversely affect our business, financial condition and results of operations. ~~There~~Except as set forth below, there have been no material changes to the laws and regulations affecting our higher education institutions that are described in our ~~2018~~Annual Report on Form ~~10-K.~~

10-K for the year ended December 31, 2019, as updated in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

Brazilian Regulation

In response to the transition from face-to-face classes to online classes due to COVID-19, legislative assemblies in several Brazilian states have passed laws requiring schools to discount tuition. To date, with respect to the states in which we operate, only Rio de Janeiro and Paraiba have passed such laws. These laws, however, are being challenged in the Brazilian Supreme Court by institutional associations.

Measures to restart face-to-face educational activities in Brazil will be implemented on a state-by-state and city-by-city basis. To date, with respect to the states in which we operate, only São Paulo and Pernambuco have authorized the reopening of practical classes.

Chilean Regulation

On June 15, 2020, the declaration of a State of Constitutional Exception of Catastrophe, which provides broad powers to the government, including the power to limit free movement (quarantine, curfew measures and social isolation), was extended for an additional 90 days. The legislature currently is considering various proposals to provide financial aid to students, including measures that would require the institutions to provide direct financial relief.

The Superintendency of Higher Education has instituted an audit of over 45 higher education institutions to oversee the measures adopted in response to the health emergency caused by COVID-19. NaN of our institutions—Universidad Andrés Bello, Universidad de Las Américas, Instituto Profesional AIEP and Instituto Profesional Escuela Moderna de Música—are included in this audit. Each of these institutions has provided responses to the Superintendency as part of the audit and will continue to cooperate with any further inquiry.

Mexican Regulation

On May 29, 2020, the Ministry of Economy, the Health Ministry, the Labor and Social Security Ministry and the Mexican Institute of Social Security issued the Specific Technical Guidelines for the Reopening of Economic Activities, wherein it has established a color-coded sanitary alert system—red, orange, yellow and green—for gradually reopening activities by region (municipality or state). While certain administrative activities have resumed in a limited manner in some regions, face-to-face educational activities will not be permitted to resume until a region is assigned a green color code.

Peruvian Regulation

While Peru’s national sanity emergency has been extended until September 7, 2020, effective July 1, 2020, Peru entered phase three of its economic reactivation plan, which lifted restrictions on some educational activities, i.e., research and practical classes in laboratories needed for online classes, as well as library services.

Note 19. 19. Fair Value Measurement

Fair value is defined as the price that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants at the measurement date. Accounting standards utilize a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels, which are described below:

•Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets;

•Level 2 – Observable inputs other than quoted prices that are either directly or indirectly observable for the asset or liability;

•Level 3 – Unobservable inputs that are supported by little or no market activity.

These levels are not necessarily an indication of the risk of liquidity associated with the financial assets or liabilities disclosed. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement, as required under ASC 820-10, ~~‘‘Fair~~“Fair Value Measurement.’’”

Derivative instruments

Laureate uses derivative instruments as economic hedges for bank debt, foreign exchange fluctuations and interest rate risk. Their values are derived using valuation models commonly used for derivatives. These valuation models require a variety of inputs, including contractual terms, market prices, forward-price yield curves, notional quantities, measures of volatility and correlations of such inputs. Our valuation models also reflect measurements for credit risk. Laureate concluded that the fair values of our derivatives are based on unobservable inputs, or Level 3 assumptions. The significant unobservable input used in the fair value measurement of the Company's derivative instruments is our own credit risk. Holding other inputs constant, a significant increase (decrease) in our own credit risk would result in a significantly lower (higher) fair value measurement for the Company's derivative instruments.

~~Equity securities - preferred stock investment~~

~~In 2013, Laureate purchased approximately 1,020 shares (the Shares) of preferred stock of a private education company for $5,000. This equity security did not have a readily determinable fair value.~~ As of June 30, 2020 and December 31, 2019, Laureate has recorded its investment at an estimated fair value of $11,116 and recognized a non-operating gain of $6,116, based on interest expressed by an existing investor in this company to purchase the Shares. The investee also completed a round of financing during the second quarter of 2019 at a similar valuation. Laureate deems these observable transactions to be Level 2 inputs in the fair value hierarchy.

~~Laureate’s~~did not hold any financial assets ~~and~~or liabilities that are measured at fair value on a recurring ~~basis as of~~ ~~June 30, 2019~~ ~~were as follows:~~basis.

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

~~Laureate’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2018 were as follows:~~

Total Level 1 Level 2 Level 3
Assets
Derivative instruments $ 3,259
$ —
$ —
$ 3,259
Liabilities
Derivative instruments $ 10,677
$ —
$ —
$ 10,677

The changes in our Level 3 Derivative instruments measured at fair value on a recurring basis for the six months ended June 30, ~~2019~~2020 were as follows:


Balance at December 31, 2019	$	—
Loss included in earnings:

Realized loss, net	(626)

Settlements	626


Balance at June 30, 2020	$	—

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 $ —

~~The following table presents quantitative information regarding the significant unobservable inputs and valuation techniques utilized in the~~Laureate had no fair value measurements ~~of the Company's assets/(liabilities)~~ classified as Level ~~2 and~~ 3 as of June 30, ~~2019:~~2020.

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

Note 20. Supplemental Cash Flow Information

Reconciliation of Cash and cash equivalents and Restricted cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets, as well as the June 30, ~~2018~~2019 balance. The June 30, ~~2019~~2020 and June 30, ~~2018~~2019 balances sum to the amounts shown in the Consolidated Statements of Cash Flows for the six months ended June 30, ~~2019~~2020 and ~~2018:~~2019:


	June 30, 2020		June 30, 2019		December 31, 2019
Cash and cash equivalents	$	629,551	$	209,831	$	339,629
Restricted cash	185,702		185,494		186,921
Total Cash and cash equivalents and Restricted cash shown in the Consolidated Statements of Cash Flows	$	815,253	$	395,325	$	526,550

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

Restricted cash includes cash equivalents held to collateralize standby letters of credit in favor of the DOE. In addition, Laureate may at times hold a United States deposit for a letter of credit in lieu of a surety bond, or otherwise have cash that is not immediately available for use in current operations. See also Note 11, Commitments and Contingencies.

Note 21. Subsequent Events

Agreement to Sell ~~Universidad Interamericana de Panamá (UIP)~~Australia and New Zealand Operations

On July ~~9, 2019, Universidad U Latina, SRL and Education Holding Costa Rica EHCR, SRL,~~29, 2020, LEI AMEA Investments B.V., a Netherlands private limited liability company (the UIP Sellers), which are indirect wholly owned subsidiaries of the Company, entered into a sale and purchase agreement (the UIP Agreement) with Universal Knowledge Systems, Inc. and Global Education Services, Inc. (the UIP Buyers). Pursuant to the UIP Agreement, the UIP Buyers will purchase from the UIP Sellers 100% of the ownership interests of UIP, a higher education institution in Panama. Excelencia y Superacion S.A. (EXSUSA), an affiliate of the UIP Buyers, is also party to the UIP Agreement as a guarantor of the UIP Sellers’ obligations under the UIP Agreement. Also in connection with the UIP Agreement and as a condition to closing, the UIP Sellers agreed to cause Desarrollos Urbanos Educativos S. de R.L. (DUE)ANZ Seller), an indirect, wholly owned subsidiary of the Company, ~~to enter~~and the Company, solely as guarantor of certain of ANZ Seller’s obligations thereunder, entered into a ~~real estate purchase agreement~~Sale and Purchase Agreement (the ~~DUE Real Estate~~ANZ Purchase Agreement) with ~~the UIP Buyers for the sale of real estate owned by DUE, which serves as the campus of UIP.~~

The total expected enterprise value under the UIP Agreement and the DUE Real Estate Purchase Agreement is approximately $86,750. The transactions contemplated under the agreements are contingent on customary closing conditions including regulatory approvals, which may take several months.

~~Inti Education Holdings Sdn. Bhd. (Inti Holdings)~~

~~As previously reported, on December 11, 2017, Exeter Street Holdings Sdn. Bhd.~~SEI Newco Inc., a ~~Malaysia~~Delaware corporation ~~(Exeter Street)~~(the ANZ Purchaser), and ~~Laureate~~Strategic Education, Asia Limited, a Hong Kong corporation (Laureate Asia), both of which are indirect wholly owned subsidiaries of the Company, entered into a sale purchase agreement (as amended on January 17, 2019, the Inti Agreement) with Comprehensive Education Pte. Ltd.Inc., a ~~Singapore~~Maryland corporation ~~(Comprehensive, the purchaser) that is an affiliate of Affinity Equity Partners, a private equity firm based in Hong Kong.~~ (the ANZ Purchaser’s Guarantor).

Pursuant to the ~~Inti~~ANZ Purchase Agreement, ~~Comprehensive~~the ANZ Seller has agreed to ~~purchase from Exeter Street~~sell to the ANZ Purchaser all of the issued and outstanding shares in the capital of ~~Inti~~(i) LEI Higher Education Holdings Pty Ltd, an Australian private company and ~~Laureate Asia agreed to guarantee certain obligations~~the direct owner of ~~Exeter Street. Inti~~Torrens University Australia, (ii) LEI Australia Holdings isPty Ltd, an Australian private company and the indirect owner of ~~INTI University~~Think Education, (iii) LESA Education Services Holdings Pty Ltd, an Australian private company and ~~Colleges,~~the indirect owner of Blue Mountains International Hotel Management School, and (iv) LEI New Zealand, a ~~higher education institution with five campuses in Malaysia.~~New Zealand company and the indirect owner of Media Design School (collectively, the ANZ Target Companies). The ANZ Purchaser’s Guarantor will guarantee the obligations of the ANZ Purchaser.

The purchase price is $642,700, subject to certain closing adjustments based on the aggregate working capital and indebtedness of the ANZ Target Companies and their subsidiaries and the forecasted performance of the ANZ Target Companies and their subsidiaries. The closing of the transaction ~~under~~is expected to occur by the ~~Inti Agreement was~~first quarter of 2021 and is subject to ~~certain~~customary closing conditions, including ~~approval by regulators~~regulatory approvals in ~~Malaysia, which approval was obtained~~Australia and New Zealand and a mutual right of termination based on ~~June 24, 2019. On June 25, 2019,~~ the Company notified Comprehensive that the conditions precedent had been duly satisfied and scheduled closing for July 12, 2019. On July 9, 2019, Comprehensive notified the Company that it disagreed with the Company’s position that the conditions precedent had been satisfied and formally moved to terminate the Inti Agreement, an act viewed by the Company asoccurrence of a ~~repudiatory breach~~material adverse change in certain forecasted results of the ~~Inti Agreement. The Company is currently evaluating all options~~ANZ Target Companies and ~~continues to classify Inti Holdings as a discontinued operation.~~

their subsidiaries.

~~Stock Repurchase Program~~

In July 2019, the Company's board of directors approved a new stock repurchase program to acquire up to $150,000 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.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q (this Form 10-Q) contains ~~‘‘forward-looking statements’’~~“forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. You can identify forward-looking statements because they contain words such as ‘‘believes,’’ ‘‘expects,’’ ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘seeks,’’ ‘‘approximately,’’ ‘‘intends,’’ ‘‘plans,’’ ‘‘estimates’’“believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or ~~‘‘anticipates’’~~“anticipates” or similar expressions that concern our strategy, plans or intentions. All statements we make relating to estimated and projected earnings, costs, expenditures, cash flows, growth rates and financial results, and all statements we make relating to (i) our exploration of strategic alternatives and potential future plans, strategies or transactions that may be identified, explored or implemented as a result of such review process, (ii) our planned divestitures, the expected proceeds generated therefrom and the expected reduction in revenue resulting therefrom, and (iii) the potential impact of the COVID-19 pandemic on our business or the global economy as a whole, are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. All of these forward-looking statements are subject to risks and uncertainties that may change at any time, including, with respect to our exploration of strategic alternatives, risks and ~~therefore,~~uncertainties as to the terms, timing, structure, benefits and costs of any divestiture or separation transaction and whether one will be consummated at all, and the impact of any divestiture or separation transaction on our remaining businesses. Accordingly, our actual results may differ materially from those we expected. We derive most of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, including, without limitation, in conjunction with the forward-looking statements included in this Form 10-Q, are disclosed in ~~‘‘Item~~“Item 1—Business,’’” and ~~‘‘Item~~“Item 1A—Risk ~~Factors’’~~Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018~~2019 (the ~~2018~~2019 Form 10-K)., as updated by Part II, “Item 1A—Risk Factors” of our Form 10-Q for the quarter ended March 31, 2020 and in Part II, “Item 1A—Risk Factors” of this Form 10-Q. Some of the factors that we believe could affect our results include:d

•the risks and uncertainties related to the long-term effect to the Company of the COVID-19 pandemic and its resurgence, including, but not limited to, its effect on student enrollment, tuition pricing, and collections in future periods;

•the risks associated with conducting our global operations, including complex business, foreign currency, political, legal, regulatory, tax and economic risks;

•the risks associated with our exploration of strategic alternatives, including possible disruption to our ongoing businesses and increased transaction-related expenses;

•our ability to effectively manage the growth of our business, implement a common operating ~~model and platform,~~models within our country networks and increase our operating leverage;

•the development and expansion of our ~~global education network and programs~~operations and the effect of new technology applications in the educational services industry;

•our ability to successfully complete ~~planned divestitures and make strategic acquisitions, and to successfully integrate and operate acquired businesses;~~previously announced divestitures;

•the effect of existing international and U.S. laws and regulations governing our business or changes to those laws and regulations or in their application to our business;

•changes in the political, economic and business climate in the international or the U.S. markets where we operate;

•risks of downturns in general economic conditions and in the educational services and education technology industries that could, among other things, impair our goodwill and intangible assets;

•possible increased competition from other educational service providers;

•market acceptance of new service offerings by us or our competitors and our ability to predict and respond to changes in the markets for our educational services;

•the effect on our business and results of operations from fluctuations in the value of foreign currencies;

•our ability to attract and retain key personnel;

•the fluctuations in revenues due to seasonality;

•our ability to maintain proper and effective internal controls necessary to produce accurate financial statements on a timely basis;

•our focus on a specific public benefit purpose and producing a positive effect for society may negatively influence our financial performance;

•the future trading prices of our Class A common stock and the impact of any securities analysts’ reports on these prices; and

•our ability to maintain and, subsequently, increase tuition rates and student enrollments in our institutions.

We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this Form 10-Q may not in fact occur. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Introduction

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (the MD&A) is provided to assist readers of the financial statements in understanding the results of operations, financial condition and cash flows of Laureate Education, Inc. This MD&A should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form ~~10-Q.~~10-Q (Form 10-Q). The consolidated financial statements included elsewhere in this Form 10-Q are presented in U.S. dollars (USD) rounded to the nearest thousand, with the amounts in MD&A rounded to the nearest tenth of a million. Therefore, discrepancies in the tables between totals and the sums of the amounts listed may occur due to such rounding. Our MD&A is presented in the following sections:

•Overview;

•Results of Operations;

•Liquidity and Capital Resources;

•Critical Accounting Policies and Estimates; and

•Recently ~~Issued~~Adopted Accounting Standards.

Overview

Our Business

We ~~are~~have built the largest international ~~network~~portfolio of degree-granting higher education institutions, primarily focused in Latin America, with ~~908,700~~834,500 students enrolled at our 3829 institutions in 10nine countries on more than 150 campuses included in our continuing operations as of June 30, ~~2019,~~2020, which we collectively refer to as the Laureate International Universities network. We believe the global higher education market presents an attractive long-term opportunity, primarily because of the large and growing imbalance between the supply and demand for quality higher education around the world. Advanced education opportunities drive higher earnings potential, and we believe the projected growth in the middle-class population worldwide and limited government resources dedicated to higher education create substantial opportunities for high-quality private institutions to meet this growing and unmet demand. Our outcomes-driven strategy is focused on enabling students to prosper and thrive in the dynamic and evolving knowledge economy.

As of June 30, ~~2019,~~2020, our international ~~network~~portfolio of 3829 institutions comprised 29 28institutions we owned or controlled, and an one additional ~~nine~~ ~~institutions~~institution that we managed ~~or with which we had other relationships.~~through a joint venture arrangement. We have six operating segments as described below.We group our institutions by geography in: 1) Brazil; 2) Mexico; 3) Andean; 4) Central America (formerly Central America & U.S. ~~Campuses;~~Campuses); and 5) Rest of World for reporting purposes.Our sixth segment, Online & Partnerships, includes fully online institutions that operate globally.

COVID-19

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.

addition, regulatory activity that occurs in response to COVID-19 could have an adverse effect on our business if, for example, legislation was passed to suspend or reduce student tuition payments in any of the markets in which we operate. As a result, the full impact of COVID-19 and the scope of any adverse effect on the Company’s operations, including any potential impairments, which could be material, cannot be fully determined at this time. See also “Part II, Item 1A–Risk Factors–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” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

The COVID-19 pandemic has affected the academic calendars at a number of our institutions, resulting in the deferral of revenue to the second half of 2020 that would otherwise have been recognized by June 30, 2020, if the academic calendars had not been changed. For the three and six months ended June 30, 2020, revenue of approximately $40 million and $80 million, respectively, was deferred to the second half of 2020, due to changes in the academic calendars of our institutions, primarily as a result of the COVID-19 pandemic.

Discontinued Operations

In 2017, the Company announced the divestiture of certain subsidiaries in our Rest of World and Central America ~~& U.S. Campuses~~ segments. OnIn August 9, 2018, the Company announced the divestiture of additional subsidiaries located in Europe, Asia and Central America. After completing all of the announced divestitures, the Company’s remaining principal markets ~~will~~would be Brazil, Chile, Mexico and Peru, along with the Online and Partnerships segment and the institutions in Australia and New Zealand. At the time of the ~~announcement on~~ August 9, 2018 announcement, 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. The divestitures ~~represent~~represented a strategic shift that ~~will have~~had a major effect on the Company's operations and financial results.Accordingly, in accordance with Accounting Standard Codification (ASC) 205-20, ~~‘‘Discontinued~~“Discontinued Operations,’’” the results of the divestitures that are part of the strategic shift are presented as discontinued operations for all periods in our consolidated financial statements included elsewhere in ~~our Quarterly Report on~~this Form ~~10-Q for all periods.~~10-Q. Since our entire Central America ~~& U.S. Campuses~~ operating segment is included in Discontinued Operations, it no longer meets the criteria for a reportable segment under ASC 280, ~~‘‘Segment~~“Segment Reporting,’’” and, therefore, it is excluded from the segments information for all periods presented. In addition, the portions of the Andean and Rest of World reportable segments that are included in Discontinued Operations have also been excluded from the segment information for all periods presented. Unless indicated otherwise, the information in the MD&A relates to continuing operations.

The Company ~~has entered into~~began closing sale ~~agreements for a number of these entities and closing of sale~~ transactions ~~began~~ in the first quarter of 2018. To date, we have completed the sales of subsidiaries in Cyprus, Italy, China, Germany, Morocco, Thailand, South Africa, India, Spain, Portugal, Turkey, Panama, and ~~Portugal,~~Costa Rica, as well as Kendall College, LLC (Kendall) ~~and~~, the University of St. Augustine for Health

Sciences, LLC (St. Augustine), NewSchool of Architecture and Design, LLC (NSAD) in the United ~~States.~~States, and Centro Universitário do Norte (UniNorte), an institution in the Brazil segment that was included in continuing operations as it was not part of the strategic shift. We have not yet completed the divestitures of our subsidiaries in ~~Central America, Turkey,~~Honduras and ~~Malaysia,~~Malaysia. On July 29, 2020, the Company entered into an agreement to sell its Australia and New Zealand operations, which did not meet the held-for-sale criteria as ~~well~~of June 30, 2020. The Company expects to reclassify Australia and New Zealand as ~~NewSchool of Architecture and Design, LLC (NSAD), a small campus-based institution~~discontinued operations in the ~~United States, and UniNorte, an institution in~~third quarter of 2020, when the Brazil segment that is included in continuing operations as it is not part of the strategic shift. We have signed sale agreements for our subsidiaries in Malaysia and Panama, as well as NSAD and the Brazilian institution UniNorte.held-for-sale criteria were met. See also Note 4, Discontinued Operations and Assets Held for Sale, Note 5, Dispositions, and Note 21, Subsequent Events, ofin our consolidated financial statements included elsewhere in this Form 10-Q.

Exploration of Strategic Alternatives

If the Company determines that the estimated fair value of any business is less than its carrying value, the Company will be required to record an impairment charge that could be material. See Note 8, Goodwill and Loss on Impairment of Assets, in our consolidated financial statements included elsewhere in this Form 10-Q for discussion of the impairment charge that the Company recorded during the second quarter of 2020. While the Company explores these strategic alternatives and until the held-for-sale criteria are met, the long-lived assets in these businesses continue to be classified as held and used and are evaluated for impairment under that model, based on the cash flows expected to be generated by the use of those asset groups in operations. Should the held-for-sale criteria be met, the long-lived assets will be recorded at the lower of their carrying value or fair value, less cost to sell. Because completing a sale, spin-off, or other transaction may be challenging due to the regulatory environment, market conditions and other factors, the values that may be realized from any potential transactions could be less than if these businesses remained held and used.

If the Company decides to sell any of its businesses, the carrying value used to evaluate the business for potential impairment and to determine the gain or loss on sale will include any accumulated foreign currency translation (FX) losses associated with that business. In recent years, the U.S. dollar has strengthened against many international currencies, including the Brazilian Real, the Chilean Peso and the Mexican Peso. As a result, the Company has significant FX losses recorded within stockholders’ equity, as a component of accumulated other comprehensive income. As of June 30, 2020, and December 31, 2019, the Company’s consolidated FX loss totaled approximated $1.4 billion and $1.1 billion, respectively. Upon the sale of a business, any FX loss related to that business would be recognized as part of the gain or loss on sale. In addition, upon classification of a business as held-for-sale, the cumulative translation losses would be included as part of the carrying value of that business when evaluating it for potential impairment.

Presented in the table below are the Company’s businesses, by asset group/reporting unit, that carry the most significant FX losses.



Asset Group/ Reporting Unit	Foreign Currency Translation Losses
	As of		As of
(in millions)	June 30, 2020		December 31, 2019
Chile	$	249	$	211
Brazil	488		407
Mexico	642		461
Total Chile, Brazil and Mexico	$	1,379	$	1,079

While the Company has not agreed to divest any of the institutions in the regions shown in the table above, the substantial amounts of FX losses attributable to these businesses would have a material effect on the amount of gain or loss that would result from the sale of those businesses. Moreover, such FX losses could result in a material impairment charge (or increase it) if the held-for-sale criteria are met and the carrying value of a held-for-sale business exceeds its fair value, less cost to sell.

To date, the Company has not identified impairment indicators related to its Brazil and Mexico asset groups/reporting units based on the Company’s estimates of future cash flows assuming that the businesses are held and used. The Company did, however, identify an impairment indicator related to its Chile asset group/reporting unit during the second quarter of 2020 and recorded an impairment charge. See Note 8, Goodwill and Loss on Impairment of Assets, in our consolidated financial statements included elsewhere in this Form 10-Q for further discussion. As a result of the considerations highlighted above and the significant FX losses, the Brazil and Mexico asset groups/reporting units may be at risk of impairment if the Company commits to a plan to sell its interests in any of these businesses. The Company will continue to monitor for impairment indicators as additional information becomes known.

Our Segments

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. As noted above, in response to the COVID-19 pandemic we have temporarily transitioned the educational delivery method at our campus-based institutions to be online. 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, of our consolidated financial statements included elsewhere in this Form 10-Q, 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 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~~education.

•The Rest of World segment includes campus-based institutions in Asia Pacific with operations in Australia, Malaysia and New Zealand. Additionally, the ~~United States finance their education~~Rest of World segment manages one institution in China through a ~~variety of ways, including U.S. Department of Education (DOE) Title IV programs.~~joint venture arrangement. The ~~entire Central America & U.S. Campuses segment is~~institutions in Malaysia are included in Discontinued Operations.

•

The Rest of World segment includes an institution in the European country of Turkey, as well as 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 institution in China through a joint venture arrangement. The institutions in Turkey and Malaysia are 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.~~

Corporate is a non-operating business unit whose purpose is to support operations. Its departments are responsible for establishing operational policies and internal control standards, implementing strategic initiatives, and monitoring compliance with policies and controls throughout our operations. Our Corporate segment is an internal source of capital and provides financial, human resource, information technology, insurance, legal and tax compliance services. The Corporate segment also contains the eliminations of intersegment revenues and expenses.

The following information for our reportable segments in continuing operations is presented as of June 30, ~~2019:~~2020:


	Countries	Institutions	Enrollment	2020 YTD Revenues ($ in millions) ⁽¹⁾		% Contribution to 2020 YTD Revenues
Brazil	1	12	267,400	$	202.2	16	%
Mexico	1	2	168,400	269.1		20	%
Andean	2	8	323,200	435.4		33	%
Rest of World	3	4	18,600	106.1		8	%
Online & Partnerships ⁽²⁾	2	3	56,900	305.4		23	%
Total ⁽¹⁾	9	29	834,500	$	1,320.2	100	%

Countries Institutions Enrollment
2019 YTD Revenues ($ in millions) ⁽¹⁾
% Contribution to 2019 YTD Revenues
Brazil 1
13
309,000
$ 307.1
19 %
Mexico 1
2
179,200
318.9
20 %
Andean 2
8
340,900
561.9
34 %
Rest of World ⁽²⁾
4
12
20,200
114.7
7 %
Online & Partnerships ⁽³⁾
2
3
59,400
321.5
20 %
Total ⁽¹⁾
10
38
908,700
$ 1,623.6
100 %

⁽¹⁾~~The amounts~~Amounts related to Corporate, ~~net of~~partially offset by the elimination of intersegment revenues, ~~which~~ total ~~$0.6~~$2.1 million and are not separately presented.

⁽²⁾ ~~Includes eight licensed institutions in the Kingdom of Saudi Arabia that are managed under a contract that expires at the end of August 2019 and will not be renewed.~~

⁽³⁾ We no longer accept new enrollments at the University of Liverpool and the University of Roehampton.

Challenges

Our international operations are subject to complex business, economic, legal, regulatory, political, tax and foreign currency risks, which may be difficult to adequately address. The majority of our operations are outside the United States. As a result, we face risks that are inherent in international operations, including: fluctuations in exchange rates, possible currency devaluations, inflation and hyper-inflation; price controls and foreign currency exchange restrictions; potential economic and political instability in the countries in which we operate; expropriation of assets by local governments; key political elections and changes in government policies; multiple and possibly overlapping and conflicting tax laws; and compliance with a wide variety of foreign laws. See “Item 1A—Risk Factors—Risks Relating to Our Continuing Business—We are a multinational business with continuing operations in nine countries around the world, predominantly in Latin America, and are subject to complex business, economic, legal, political, tax and foreign currency risks, which risks may be difficult to adequately address,” in our 2019 Form 10-K. There are also risks associated with our decision to divest certain operations. See ‘‘“Item 1A—Risk Factors—Risks Relating to Our Continuing Business—Our ~~divestiture~~exploration of strategic alternatives and our activities ~~and the ongoing strategic shift in our business~~related to previously announced divestitures may disrupt our ongoing ~~business, involve~~businesses, result in increased expenses and present certain risks ~~not contemplated at~~to the ~~time of the transactions,~~Company,” in our ~~2018~~2019 Form 10-K. We plan to grow our continuing operations organically by: 1) adding new programs and course offerings; 2) expanding target student demographics; and 3) increasing capacity at existing and new campus locations. Our success in growing our business will depend on the ability to anticipate and effectively manage these and other risks related to operating in various countries.

Regulatory Environment and Other Matters

Our business is subject to ~~regulation by various agencies~~varying laws and regulations based on the requirements of local jurisdictions. These ~~agencies continue~~laws and regulations are subject to ~~review~~updates and ~~update regulations as they deem necessary.~~changes. We cannot predict the form of the rules that ultimately may be adopted in the future or what effects they might have on our business, financial condition, results of operations and cash flows. We will continue to develop and implement necessary changes that enable us to comply with such laws and regulations. See ~~‘‘Item~~Part II, “Item 1A—Risk Factors—Political and regulatory developments in Chile may materially adversely affect us.” See also Part II, “Item 1A—Risk Factors—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” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. See also “Item 1A—Risk Factors—Risks Relating to Our Continuing Business—Our institutions are subject to uncertain and varying laws and regulations, and any changes to these laws or regulations or their application to us may materially adversely affect our business, financial condition and results of operations,” ~~‘‘Risk Factors—Risks Relating to Our Continuing Business—Political and regulatory developments in Chile may materially adversely affect us,” ‘‘Risk~~“Risk Factors—Risks Relating to Our Highly Regulated Industry in the United States,’’” and ~~‘‘Item~~“Item 1—Business—Industry Regulation,’’” in our ~~2018~~2019 Form ~~10-K.~~10-K for a detailed discussion of our different regulatory environments.

Chilean Regulatory Developments

regarding related party transactions ~~came into force; however,~~went effective and the Superintendent has ~~not~~since issued ~~any~~ further interpretive guidance orand regulations. ~~Immediately prior~~Prior to ~~these~~the effectiveness of the provisions, ~~coming into force,~~ each of the Chilean non-profit universities and the relevant Laureate services provider ~~reached an agreement~~agreed to terminate ~~the prior~~their existing 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~~the universities’ academic missions. ~~Once~~The Company participated in these open bid processes, conducted by a third party, who found the ~~bidding and contractual processes are completed, which is expected by~~Company had 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. 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 of the impact of the New Law~~

In October 2020, Chileans are scheduled to vote on whether Chile should create a new constitution; see Part II, “Item 1A—Risk Factors—Political and regulatory developments in Chile may ~~result in changes to our expectations due to changes in our interpretations of the law, assumptions used, and additional guidance that may be issued.~~materially adversely affect us.”

Key Business ~~Metrics~~Metric

Enrollment

Enrollment is our lead revenue indicator and represents our most important non-financial metric. We define ~~‘‘enrollment’’~~“enrollment” as the number of students registered in a course on the last day of the enrollment reporting period. New enrollments provide an indication of future revenue trends. Total enrollment is a function of continuing student enrollments, new student enrollments and enrollments from acquisitions, offset by graduations, attrition and enrollment decreases due to dispositions. Attrition is defined as a student leaving the institution before completion of the program. To minimize attrition, we have implemented programs that involve assisting students in remedial education, mentoring, counseling and student financing.

Each of our institutions has an enrollment cycle that varies by geographic region and academic program. During each academic year, each institution has a ~~‘‘Primary Intake’’~~“Primary Intake” period in which the majority of the enrollment occurs. Most institutions also have one or more smaller ~~‘‘Secondary Intake’’~~“Secondary Intake” periods. The first calendar quarter generally coincides with the Primary Intakes for our institutions in the Brazil, Andean and Rest of World segments. The third calendar quarter generally coincides with the Primary Intakes for our institutions in the Mexico and Online & Partnerships segments.

The following chart shows our enrollment cycles at our continuing operations. Shaded areas in the chart represent periods when classes are generally in session and revenues are recognized. Areas that are not shaded represent summer breaks during which revenues are not typically recognized. The large circles indicate the Primary Intake start dates of our institutions, and the small circles represent Secondary Intake start dates.

~~Pricing~~

We continually monitor market conditions and carefully adjust our tuition rates to meet local demand levels. We proactively seek the best price and content combinations to ensure that we remain competitive in all the markets in which we operate.

Principal Components of Income Statement

Revenues

The majority of our revenue is derived from tuition and educational services. The amount of tuition generated in a given period depends on the price per credit hour and the total credit hours or price per program taken by the enrolled student population. The price per credit hour varies by program, by market and by degree level. Additionally, varying levels of discounts and scholarships are offered depending on market-specific dynamics and individual achievements of our students. Revenues are recognized net of scholarships, other discounts, refunds, waivers and the fair value of any guarantees made by Laureate related to student financing programs. In addition to tuition revenues, we 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. The main drivers of changes in revenues between periods are student enrollment and price. We continually monitor market conditions and carefully adjust our tuition rates to meet local demand levels. We proactively seek the best price and content combinations to remain competitive in all the markets in which we operate.

Direct Costs

Our direct costs include labor and operating costs associated with the delivery of services to our students, including the cost of wages, payroll taxes and benefits, depreciation and amortization, rent, utilities, bad debt expenses, and marketing and promotional costs to grow future enrollments. In general, a significant portion of our direct costs tend to be variable in nature and trend with enrollment, and management continues to monitor and improve the efficiency of instructional delivery. Conversely, as campuses expand, direct costs may grow faster than enrollment growth as infrastructure investments are made in anticipation of future enrollment growth.

General and Administrative Expenses

Our general and administrative expenses primarily consist of costs associated with corporate departments, including executive management, finance, legal, business development and other departments that do not provide direct operational services.

Factors Affecting Comparability

Acquisitions

Our past experiences provide us with the expertise to further our mission of providing high-quality, accessible and affordable higher education to students by expanding into new markets if opportunities arise, primarily through acquisitions. Acquisitions affect the comparability of our financial statements from period to period. Acquisitions completed during one period impact comparability to a prior period in which we did not own the acquired entity. Therefore, changes related to such entities are considered ~~‘‘incremental~~“incremental impact of ~~acquisitions’’~~acquisitions” for the first 12 months of our ownership. We have made no acquisitions thus far in 2020. We made only a small ~~acquisitions~~acquisition in 2019, ~~and 2018 that~~which had essentially no impact on the comparability of the periods presented.

Dispositions

Any dispositions of our continuing operations affect the comparability of our financial statements from period to period. Dispositions completed during one period impact comparability to a prior period in which we owned the divested entity. Therefore, changes related to such entities are considered ~~‘‘incremental~~“incremental impact of ~~dispositions’’~~dispositions” for the first 12 months subsequent to the disposition. As discussed above, all of the divestitures that are part of the strategic shift announced in August 2018 are included in Discontinued Operations for all periods presented. ~~Once its~~In November 2019, we completed the sale ~~is completed,~~of UniNorte, which is part of continuing operations, ~~will be~~and is, therefore, included in the incremental impact of dispositions.

Foreign Exchange

The majority of our institutions are located outside the United States. These institutions enter into transactions in currencies other than USD and keep their local financial records in a functional currency other than the USD. We monitor the impact of foreign currency movements and the correlation between the local currency and the USD. Our revenues and expenses are generally denominated in local currency. The USD is our reporting currency and our subsidiaries operate in various other

functional currencies, including: Australian Dollar, Brazilian Real, Chilean Peso, Euro, Mexican Peso, New Zealand Dollar, and Peruvian Nuevo ~~Sol, Polish~~

~~Złoty, and Saudi Riyal.~~Sol. The principal foreign exchange exposure is the risk related to the translation of revenues and expenses incurred in each country from the local currency into USD. See ~~‘‘Item~~“Item 1A—Risk Factors—Risks Relating to Our Continuing Business—Our reported revenues and earnings may be negatively affected by the strengthening of the U.S. dollar and currency exchange ~~rates’’~~rates” in our ~~2018~~2019 Form 10-K. In order to provide a framework for assessing how our business performed excluding the effects of foreign currency fluctuations, we presentorganic constant currency in our segment results, which is calculated using the change from prior-year average foreign exchange rates to current-year average foreign exchange rates, as applied to local-currency operating results for the current ~~year.~~year, and then excludes the impact of acquisitions, divestitures and other items, as described in the segments results.

Seasonality

Most of the institutions in our network have a summer break during which classes are generally not in session and minimal revenues are recognized. In addition to the timing of summer breaks, holidays such as Easter also have an impact on our academic calendar. Operating expenses, however, do not fully correlate to the enrollment and revenue cycles, as the institutions continue to incur expenses during summer breaks. Given the geographic diversity of our institutions and differences in timing of summer breaks, our second and fourth quarters are stronger revenue quarters as the majority of our institutions are in session for most of these respective quarters. Our first and third fiscal quarters are weaker revenue quarters because the majority of our institutions have summer breaks for some portion of one of these two quarters. Due to this seasonality, revenues and profits in any one quarter are not necessarily indicative of results in subsequentquarters and may not be correlated to new enrollment in any one quarter. Additionally, seasonality may be affected due to other events, such as the COVID-19 pandemic, which changed the academic calendar at many of our institutions. See “Item 1A—Risk Factors—Risks Relating to Our Continuing Business—We experience seasonal fluctuations in our results of operations” in our 2019 Form 10-K.

Income Tax Expense

Our consolidated income tax provision is derived based on the combined impact of federal, state and foreign income taxes. Also, discrete items can arise in the course of our operations that can further impact the Company’s effective tax rate for the period. Our tax rate fluctuates from period to period due to changes in the mix of earnings between our tax-paying entities, our tax-exempt entities and our loss-making entities for which it is not ~~more~~'more likely than ~~not~~not' that a tax benefit will be realized on the loss. See “Item 1A—Risk Factors—Risks Relating to Our Continuing Business—We may have exposure to greater-than-anticipated tax liabilities” in our 2019 Form 10-K.

Results from the Discontinued Operations

The results of operations atof our ~~discontinued subsidiaries~~Discontinued Operations for the three and six months ended June 30, 2020 and 2019 were as follows:


	For the three months ended						For the six months ended
	June 30,						June 30,
(in millions)	2020		2019		2020		2019
Revenues	$	25.6	$	157.3	$	58.8	$	380.7
Depreciation and amortization	—		0.4		—		0.8
Share-based compensation expense	—		0.1		—		0.3
Other direct costs	23.3		126.2		50.8		278.6
Loss on impairment of assets	10.0		—		10.0		—
Operating (loss) income	(7.7)		30.6		(2.0)		100.9
Other non-operating (expense) income	(2.6)		3.4		(10.6)		6.5
Pretax (loss) income of discontinued operations	(10.3)		34.0		(12.6)		107.5
Income tax expense	(1.9)		(3.7)		(3.4)		(13.9)
(Loss) income from discontinued operations, net of tax	(12.2)		30.3		(16.0)		93.6
Gain (loss) on sales of discontinued operations, net of tax	2.3		641.5		(19.7)		889.5
Net (loss) income from discontinued operations	$	(9.9)	$	671.8	$	(35.6)	$	983.1

For the three months ended For the six months ended
June 30, June 30,
(in millions) 2019 2018 2019 2018
Revenues $ 147.9
$ 230.7
$ 350.6
$ 483.8
Depreciation and amortization —
9.5
—
20.3
Share-based compensation expense 0.1
0.4
0.3
0.7
Other direct costs 113.7
173.2
253.4
350.0
Operating income 34.1
47.6
96.9
112.7
Other non-operating income (expense) 3.4
(13.2 ) 6.6
(13.2 )
Pretax income of discontinued operations 37.5
34.3
103.5
99.5
Income tax (expense) benefit (3.9 ) 3.8
(13.3 ) (42.6 )
Income from discontinued operations, net of tax 33.6
38.1
90.2
56.9
Gain on sales of discontinued operations, net of tax 641.5
12.0
889.5
330.3
Net income from discontinued operations $ 675.1
$ 50.1
$ 979.7
$ 387.3

Enrollments at our discontinued operations as of June 30, ~~2019~~2020 and June 30, ~~2018~~2019 were ~~108,200~~37,200 and ~~162,100,~~113,600, respectively.

~~Sales Completed during~~

Six Months Ended June 30, 2020

On January 10, 2020, we sold our operations in Costa Rica, which resulted in a pre-tax loss of approximately $18.6 million.

On March 6, 2020, we sold the operations of NSAD, which resulted in a pre-tax loss of approximately $5.7 million.

During the second quarter of 2020, we recorded an impairment charge of $10.0 million related to long-lived assets of our institution in Honduras, in order to write down the carrying value of those assets to their estimated fair value.

Six Months Ended June 30, 2019

On February 1, 2019, we sold the operations of St. Augustine, which resulted in a gain of approximately $223.0 million.

On February 12, 2019, we sold our operations in Thailand, which resulted in a gain of approximately $10.8 million.

As previously disclosed, ~~in our 2018 Form 10-K,~~ on January 25, 2018, we completed the sale of LEI Lie Ying Limited (LEILY). During the first quarter of 2019, a legal matter, for which the Company had indemnified the buyer and recorded a contingent liability, was settled with no cost to the Company. Accordingly, the Company reversed the liability and recognized additional gain on the sale of LEILY of approximately $13.7 million.

On April 8, 2019, we sold Monash South Africa as well as the real estate associated with that institution, which resulted in a gain of approximately $2.3 million.

On May 9, 2019, we sold our operations in India, which resulted in a gain of approximately $19.5 million.

On May 31, 2019, we sold our institutions in Spain and Portugal, which resulted in a gain of approximately $618.0 million.

~~Sales Completed during the~~ ~~Six Months Ended June 30, 2018~~

~~On January 11, 2018, we sold the operations of European University-Cyprus Ltd (EUC) and Laureate Italy S.r.L. (Laureate Italy), which resulted in a gain on sale of approximately $218.0 million.~~

On January 25, 2018, we sold the operations of LEI Lie Ying Limited (LEILY), which resulted in an initial gain on sale of approximately $100.0 million, including tax benefit, during the first quarter of 2018.

~~On April 12, 2018, we sold the operations of Laureate Germany, which resulted in a loss on sale of approximately $5.5 million.~~

On April 13, 2018, we sold the operations of Laureate Somed. Laureate Somed was the operator of Université Internationale de Casablanca, a comprehensive campus-based university in Casablanca, Morocco and recognized a gain on the sale of Laureate Somed of approximately $17.4 million.

Results of Operations

The following discussion of the results of our operations is organized as follows:

•Summary Comparison of Consolidated Results;

•Non-GAAP Financial Measure; and

•Segment Results.

Summary Comparison of Consolidated Results

Discussion of Significant Items Affecting the Consolidated Results for the Six Months Ended June 30, ~~2019~~2020 and ~~2018~~2019

Six Months Ended June 30, ~~2019~~2020

During the first quarter of 2020, the Company recorded an impairment charge of $3.8 million primarily related to the write-off of capitalized curriculum development costs for a program that the Company decided to stop developing.

During the second quarter of 2020, the Company recorded impairment charges of approximately $418.0 million related to Chile and $27.1 million related to the Brazil enrollment to graduation cycle (E2G) software assets, as described in Note 8, Goodwill and Loss on Impairment of Assets, in our consolidated financial statements included elsewhere in this Form 10-Q.

Six Months Ended June 30, 2019

During the first quarter of 2019, we used approximately $340.0 million of the net proceeds from the sale of St. Augustine to repay a portion of our term loan that had a maturity date of April 2024 (the 2024 Term Loan). In addition, the Company elected to repay approximately $35.0 million of the approximately $51.7 million principal balance outstanding for certain notes payable at a real estate subsidiary in Chile. In connection with these debt repayments, the Company recorded a loss on debt extinguishment of $10.6 million, primarily related to the write off of a pro-rata portion of the unamortized deferred financing

costs associated with the repaid debt balances. This loss is included in other non-operating income (expense) in the year-to-date table below.

During the second quarter of 2019, we fully repaid the remaining balance outstanding under ~~our~~the 2024 Term Loan, using ~~the~~ proceeds received from the ~~sales~~sale of our operations in India, Spain and Portugal. The remaining proceeds were used to repay borrowings outstanding under the senior secured revolving credit facility. In connection with these debt repayments, the Company recorded a loss on debt extinguishment of $15.6 million 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. This loss is included in other non-operating (expense) income in the tables below.

~~Six Months Ended June 30, 2018~~

On February 1, 2018, we amended our Senior Secured Credit Facility to reduce the interest rate on our 2024 Term Loan. In connection with this transaction, we also repaid $350.0 million of the principal balance of the 2024 Term Loan. As a result of this

transaction, the Company recorded a $7.5 million loss on debt extinguishment related to the pro-rata write-off of the term loan's remaining deferred financing costs. This loss is included in other non-operating income in the year-to-date table below.

Comparison of Consolidated Results for the Three Months Ended June 30, ~~2019~~2020 and ~~2018~~2019


							% Change							% Change
							Better/(Worse)							Better/(Worse)
(in millions)	2019			2018			2019 vs. 2018		(in millions)	2020		2019		2020 vs. 2019
Revenues	$	1,001.8		$	1,017.2		(2	)%	Revenues	$	791.7	$	992.4	(20)	%
Direct costs	720.2			725.8			1	%	Direct costs	554.1		707.4		22	%
General and administrative expenses	67.4			73.2			8	%	General and administrative expenses	47.2		67.4		30	%
Loss on impairment of assets	0.5			—			nm		Loss on impairment of assets	445.1		0.5		nm
Operating income	213.7			218.2			(2	)%
Operating (loss) income									Operating (loss) income	(254.8)		217.2		nm
Interest expense, net of interest income	(38.7		)	(57.5		)	33	%	Interest expense, net of interest income	(32.8)		(38.7)		15	%
Other non-operating income	3.5			105.8			(97	)%
Income from continuing operations before income taxes and equity in net income of affiliates	178.6			266.5			(33	)%
Other non-operating (expense) income									Other non-operating (expense) income	(6.6)		3.6		nm
(Loss) income from continuing operations before income taxes and equity in net income of affiliates									(Loss) income from continuing operations before income taxes and equity in net income of affiliates	(294.2)		182.2		nm
Income tax expense	(74.3		)	(92.7		)	20	%	Income tax expense	(7.5)		(74.6)		90	%
Equity in net income of affiliates, net of tax	0.2			—			nm		Equity in net income of affiliates, net of tax	—		0.2		(100)	%
Income from continuing operations	104.5			173.9			(40	)%
Income from discontinued operations, net of tax	33.6			38.1			(12	)%
(Loss) income from continuing operations									(Loss) income from continuing operations	(301.8)		107.8		nm
(Loss) income from discontinued operations, net of tax									(Loss) income from discontinued operations, net of tax	(12.2)		30.3		(140)	%
Gain on sales of discontinued operations, net of tax	641.5			12.0			nm		Gain on sales of discontinued operations, net of tax	2.3		641.5		(100)	%
Net income	779.6			224.0			nm
Net (loss) income									Net (loss) income	(311.6)		779.6		(140)	%
Net loss attributable to noncontrolling interests	2.0			0.5			nm		Net loss attributable to noncontrolling interests	3.8		2.0		(90)	%
Net income attributable to Laureate Education, Inc.	$	781.6		$	224.4		nm
Net (loss) income attributable to Laureate Education, Inc.									Net (loss) income attributable to Laureate Education, Inc.	$	(307.8)	$	781.6	(139)	%

nm - percentage changes not meaningful

For further details on certain discrete items discussed below, see ~~‘‘Discussion~~“Discussion of Significant Items Affecting the Consolidated Results.’’”

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

Revenues decreased by $~~15.4~~200.7 million to ~~$1,001.8~~$791.7 million for the three months ended June 30, 2020 (the 2020 fiscal quarter) from $992.4 million for the three months ended June 30, 2019 (the 2019 ~~fiscal quarter) from $1,017.2 million for the three months ended June 30, 2018 (the 2018~~ fiscal quarter). The effect of a net change in foreign currency exchange rates decreased revenues by ~~$49.2~~$113.9 million, mainly ~~due to~~driven by the weakening of the Brazilian Real, the Chilean Peso and the ~~Brazilian Real relative to~~Mexican Peso against the ~~USD compared to~~USD. The incremental impact of the ~~2018 fiscal quarter. Additionally,~~disposition of UniNorte during the fourth quarter of 2019 decreased revenues by $12.0 million. The effect of changes in tuition rates and enrollments in programs at varying price points ~~(‘‘product mix’’)~~(product mix), pricing and timing decreased revenues by ~~$10.4~~$56.2 million compared to the ~~2018~~2019 fiscal ~~quarter. These decreases in revenues were partially offset by~~quarter, attributable primarily to the ~~effects~~effect of ~~higher~~the COVID-19 pandemic on the academic calendar timing at a number of our institutions. Additionally, average total organic enrollment at a majority of our institutions ~~which increased~~decreased during the 2020 fiscal quarter, decreasing revenues by ~~$41.4~~$20.7 million compared to the ~~2018~~2019 fiscal quarter. The overall decrease in organic enrollment was partially offset by an increase in our Rest of World segment. Other Corporate and Eliminations changes accounted for an increase in revenues of ~~$2.8~~$2.1 million.

Direct costs and general and administrative expenses combined decreased by ~~$11.4~~$173.5 million to ~~$787.6~~$601.3 million for the 2020 fiscal quarter from $774.8 million for the 2019 fiscal ~~quarter from $799.0 million for the 2018 fiscal~~ quarter. ~~This decrease was due to the~~The effect of a net change in foreign currency exchange rates ~~which~~ decreased costs by ~~$33.3 million for~~$79.9 million. The incremental impact of the ~~2019 fiscal quarter compared to the 2018 fiscal quarter. Partially offsetting this~~disposition of UniNorte decreased direct costs ~~decrease were overall higher organic enrollments, which increased~~by $9.4 million. The effect of operational changes decreased costs by ~~$18.0~~$71.7 million, ~~for~~mainly driven by cost-saving initiatives to preserve

liquidity in the ~~2019 fiscal quarter compared to~~wake of the ~~2018 fiscal quarter, other Corporate and Eliminations expenses, which accounted for an increase in costs of $3.6 million; and~~COVID-19 pandemic. Additionally, changes in acquisition-related contingent liabilities for taxes other-than-income tax, net of changes in recorded indemnification assets ~~which~~ resulted in a year-over-year ~~increase~~decrease in direct costs of ~~$0.3~~$0.5 million. Other Corporate and Eliminations expenses accounted for a decrease in costs of $12.0 million.

Operating (loss) income ~~decreased~~changed by ~~$4.5~~$472.0 million to ~~$213.7~~a loss of $(254.8) million for the 2020 fiscal quarter from an income of $217.2 million for the 2019 fiscal ~~quarter from $218.2 million for the 2018 fiscal~~ quarter. ~~The decrease in overall operating income~~This change was primarily a result of ~~decreased~~the impairment charges of $445.1 million during the 2020 fiscal quarter and, to a lesser extent, weakened foreign currency exchange rates compared to the 2019 fiscal quarter. These decreases in operating income ~~in our Brazil segment,~~were partially offset by increased operating income in our ~~Andean and Online & Partnerships segments.~~Rest of World segment, combined with lower operating charges at Corporate.

Interest expense, net of interest income decreased by ~~$18.8~~$5.9 million to $32.8 million for the 2020 fiscal quarter from $38.7 million for the 2019 ~~fiscal quarter from $57.5 million for the 2018~~ fiscal quarter. The decrease in interest expense was primarily attributable to lower average debt balances.

Other non-operating (expense) income ~~decreased~~changed by ~~$102.3~~$10.2 million to ~~$3.5~~expense of $(6.6) million for the 2020 fiscal quarter from income of $3.6 million for the 2019 fiscal ~~quarter from $105.8 million for the 2018 fiscal~~ quarter. This ~~decrease~~change was primarily attributable to: (1) a loss on foreign currency exchange for the 2020 fiscal quarter compared to a ~~period-over-period decrease~~gain for the 2019 fiscal quarter, for a change of $13.8 million; (2) other non-operating expense for the 2020 fiscal quarter compared to income for the 2019 fiscal quarter, for a change of $8.1 million, primarily related to an increase in ~~gains~~the estimated fair value of an equity security held at Corporate during the 2019 fiscal quarter; and (3) a loss on derivative instruments ~~of $109.0 million, related~~for the 2020 fiscal quarter compared to a gain ~~recorded in~~for the ~~2018~~2019 fiscal quarter, ~~upon the conversion~~for a change of ~~the Series A Preferred Stock. In addition,~~$4.0 million. These decreases in other non-operating income were partially offset by a year-over-year decrease in loss on debt extinguishment of $15.6 million, ~~was recorded during the 2019 fiscal quarter~~ related to the write off of deferred financing costs and debt discount as a result of the ~~repayment~~repayments of debt during the ~~2024 Term Loan.~~

~~These decreases in other non-operating income were partially offset by~~2019 fiscal quarter. In addition, during the 2020 fiscal quarter, we recognized a gain on ~~foreign currency exchange in the 2019 fiscal quarter compared to a loss in the 2018 fiscal quarter, for a change~~disposal of ~~$14.5~~subsidiaries of $0.1 million. In addition, other non-operating income increased by $7.8 million in the 2019 fiscal quarter, as compared to the 2018 fiscal quarter, primarily related to an increase in the estimated fair value of an equity security held at Corporate.

Income tax expense decreased by ~~$18.4~~$67.1 million to ~~$74.3~~$7.5 million for the 2020 fiscal quarter from $74.6 million for the 2019 fiscal ~~quarter from $92.7 million for the 2018 fiscal quarter,~~quarter. This decrease in income tax expense was primarily due to changes in the mix of pre-tax book income attributable to taxable and non-taxable entities in various taxing jurisdictions and a tax benefit related to changes in reserves on uncertain tax ~~positions.~~positions due to statute expirations and divestitures.

~~Income~~(Loss) income from discontinued operations, net of tax ~~decreased~~changed by ~~$4.5~~$42.5 million to ~~$33.6~~a loss of $(12.2) million for the 2020 fiscal quarter from an income of $30.3 million for the 2019 fiscal quarter. This change was the result of the sales during 2019 of discontinued operations that generated income during the 2019 fiscal quarter, ~~from $38.1~~combined with an impairment charge of $10.0 million during the 2020 fiscal quarter related to assets that were held for ~~the 2018 fiscal quarter.~~sale.

Gain on sales of discontinued operations, net of tax ~~increased~~decreased by ~~$629.5~~$639.2 million to $2.3 million for the 2020 fiscal quarter, compared to $641.5 million for the 2019 fiscal quarter, related to the ~~sale~~sales of our subsidiaries in South Africa, India, Spain and Portugal ~~compared to $12.0 million~~ in ~~the 2018 fiscal quarter, which was related to the sale of our subsidiaries in Germany and Morocco.~~2019.

Comparison of Consolidated Results for the Six Months Ended June 30, ~~2019~~2020 and ~~2018~~2019

% Change
Better/(Worse)
(in millions) 2019 2018 2019 vs. 2018
Revenues $ 1,623.6
$ 1,649.4
(2 )%
Direct costs 1,372.6
1,403.3
2 %
General and administrative expenses 121.3
120.5
(1 )%
Loss on impairment of assets 0.5
—
nm
Operating income 129.2
125.6
3 %
Interest expense, net of interest income (89.7 ) (117.6 ) 24 %
Other non-operating (expense) income (6.2 ) 69.8
(109 )%
Income from continuing operations before income taxes and equity in net income of affiliates 33.3
77.8
(57 )%
Income tax expense (39.3 ) (69.6 ) 44 %
Equity in net income of affiliates, net of tax 0.2
—
nm
(Loss) income from continuing operations (5.8 ) 8.2
(171 )%
Income from discontinued operations, net of tax 90.2
56.9
59 %
Gain on sales of discontinued operations, net of tax 889.5
330.3
169 %
Net income 973.9
395.5
146 %
Net income attributable to noncontrolling interests (1.0 ) (2.2 ) (55 )%
Net income attributable to Laureate Education, Inc. $ 972.8
$ 393.3
147 %


					% Change
					Better/(Worse)
(in millions)	2020		2019		2020 vs. 2019
Revenues	$	1,320.2	$	1,593.5	(17)	%
Direct costs	1,146.9		1,346.6		15	%
General and administrative expenses	96.4		121.3		21	%
Loss on impairment of assets	448.9		0.5		nm
Operating (loss) income	(371.9)		125.1		nm
Interest expense, net of interest income	(66.2)		(89.7)		26	%
Other non-operating income (expense)	32.7		(6.2)		nm
(Loss) income from continuing operations before income taxes and equity in net income of affiliates	(405.4)		29.2		nm
Income tax benefit (expense)	227.6		(38.7)		nm
Equity in net income of affiliates, net of tax	0.2		0.2		—	%
Loss from continuing operations	(177.7)		(9.2)		nm
(Loss) income from discontinued operations, net of tax	(16.0)		93.6		(117)	%
(Loss) gain on sales of discontinued operations, net of tax	(19.7)		889.5		(102)	%
Net (loss) income	(213.3)		973.9		(122)	%
Net loss (income) attributable to noncontrolling interests	5.1		(1.0)		nm
Net (loss) income attributable to Laureate Education, Inc.	$	(208.2)	$	972.8	(121)	%

nm - percentage changes not meaningful

For further details on certain discrete items discussed below, see ~~‘‘Discussion~~“Discussion of Significant Items Affecting the Consolidated Results.’’

”

Comparison of Consolidated Results for the Six Months Ended June 30, 2020 to the Six Months Ended June 30, 2019 ~~to the~~ ~~Six Months Ended June 30, 2018~~

Revenues decreased by $~~25.8~~273.3 million to ~~$1,623.6~~$1,320.2 million for the six months ended June 30, 2020 (the 2020 fiscal period) from $1,593.5 million for the six months ended June 30, 2019 (the 2019 fiscal period) ~~from $1,649.4 million for the six months ended June 30, 2018 (the 2018 fiscal period)~~. ~~This decrease in revenues primarily resulted from the~~The effect of a net change in foreign currency exchange rates ~~which~~ decreased revenues by ~~$84.5~~$154.5 million, mainly ~~due to~~driven by the weakening of the Brazilian Real, the Chilean Peso and the ~~Brazilian Real relative~~Mexican Peso against the USD. The incremental impact of dispositions decreased revenues by $19.4 million, related to the ~~USD compared to~~sale of UniNorte during the ~~2018 fiscal period. This decrease in~~

~~revenues was partially offset by a higher average~~fourth quarter of 2019. Average total organic enrollment at a majority of our institutions ~~which increased~~decreased during the 2020 fiscal period, decreasing revenues by ~~$53.1~~$15.3 million compared to the 2019 fiscal period. The overall decrease in organic enrollment was partially offset by an increase in our Rest of World segment. The effect of product mix, pricing and timing ~~which increased~~decreased revenues by ~~$0.5~~$86.8 million ~~and~~for the 2020 fiscal period, attributable primarily to the effect of the COVID-19 pandemic on the academic calendar timing at a number of our institutions. These decreases in revenues were partially offset by other Corporate and Eliminations changes, which accounted for an increase in revenues of ~~$5.1~~$2.7 million.

Direct costs and general and administrative expenses combined decreased by ~~$29.9~~$224.6 million to ~~$1,493.9~~$1,243.3 million for the 2020 fiscal period from $1,467.9 million for the 2019 fiscal ~~period from $1,523.8 million for the 2018 fiscal~~ period. ~~This decrease in direct costs primarily resulted from the~~The effect of a net change in foreign currency exchange rates ~~which~~ decreased costs by ~~$78.8~~$124.6 million. The incremental impact of the disposition of UniNorte decreased direct costs by $19.2 million. The effect of operational changes decreased direct costs by $75.2 million, ~~and other~~mainly driven by cost-saving initiatives to preserve liquidity in the wake of the COVID-19 pandemic. Other Corporate and Eliminations expenses ~~which~~ accounted for a decrease in costs of ~~$0.1~~$21.2 million in the ~~2019~~2020 fiscal period. Partially offsetting these decreases in direct costs ~~decreases~~ were ~~the effect of overall higher organic enrollments,~~Excellence-in-Process (EiP) implementation expense, which increased costs by ~~$46.7~~$15.1 million for the ~~2019~~2020 fiscal period compared to the ~~2018~~2019 fiscal period, in addition to changes in acquisition-related contingent liabilities for taxes other-than-income tax, net of changes in recorded indemnification assets, which resulted in a year-over-year increase in direct costs of ~~$2.3~~$0.5 million.

Operating (loss) income ~~increased~~changed by ~~$3.6~~$497.0 million to ~~$129.2~~a loss of $(371.9) million for the 2020 fiscal period from an income of $125.1 million for the 2019 fiscal ~~period from $125.6 million for the 2018 fiscal~~ period. This ~~increase in~~change was primarily a result of the impairment charges of $448.9 million during the 2020 fiscal period, partially offset by a change from operating ~~income primarily resulted from increased~~loss to operating income ~~in our Andean and Online & Partnerships segments, combined with decreased operating loss~~ in our Rest of World ~~segment. These changes were partially offset by decreased~~segment, combined with lower operating ~~income in our Brazil and Mexico segments.~~charges at Corporate.

Interest expense, net of interest income decreased by ~~$27.9~~$23.5 million to $66.2 million for the 2020 fiscal period from $89.7 million for the 2019 ~~fiscal period from $117.6 million for the 2018~~ fiscal period. The decrease in interest expense was primarily attributable to lower average debt balances.

Other non-operating income (expense) ~~income~~ changed by ~~$76.0~~$38.9 million, to an income of $32.7 million for the 2020 fiscal period from an expense of $(6.2) million for the 2019 fiscal ~~period from an income of $69.8 million for the 2018 fiscal~~ period. This change was primarily attributable ~~to decreased~~to: (1) an increase in gain on ~~derivative instruments~~foreign currency exchange of ~~$84.4 million, related to~~$26.9 million; (2) a ~~gain recorded in the 2018 fiscal period upon the conversion of the Series A Preferred Stock. In addition, there was an increase~~decrease in loss on debt extinguishment of ~~$18.7~~$26.2 million, related to the repayment of the 2024 Term Loan during the 2019 fiscal ~~period.~~period; and (3) a gain on sale of subsidiaries of $2.8 million, primarily related to a sale price adjustment for UniNorte. These increases in ~~other~~ non-operating ~~expense~~income were partially offset by a ~~gain~~loss on ~~foreign currency exchange in~~derivative instruments for the ~~2019~~2020 fiscal period compared to a ~~loss in~~gain for the ~~2018~~2019 fiscal period, for a change of ~~$21.6~~$8.4 million, ~~as well as an increase of $5.5 million in~~and other non-operating ~~income~~expense for the 2020 fiscal period compared to income for the ~~2018~~2019 fiscal period, for a change of $8.6 million, primarily related to an increase in the estimated fair value of an equity security held at ~~Corporate.~~Corporate during the 2019 fiscal period.

Income tax ~~expense~~benefit (expense) ~~decreased~~changed by ~~$30.3~~$266.3 million to ~~$39.3~~a benefit of $227.6 million for the 2020 fiscal period from an expense of $(38.7) million for the 2019 fiscal ~~period from $69.6 million for the 2018 fiscal~~ period. This ~~decrease~~change was ~~primarily due~~attributable to ~~changes~~a discrete tax benefit of approximately $222 million that was recognized during the 2020 fiscal period related to the tax-basis step up of certain intellectual property that became subject to Dutch taxation in the ~~mix of pre-tax book income attributable to taxable and non-taxable entities in various taxing jurisdictions and a benefit related to changes in reserves on uncertain tax positions.~~Netherlands.

~~Income~~(Loss) income from discontinued operations, net of tax ~~increased~~changed by ~~$33.3~~$109.6 million to ~~$90.2~~a loss of $(16.0) million for the 2020 fiscal period from income of $93.6 million for the 2019 fiscal period. This change was primarily the result of the sales during 2019 of discontinued operations that generated income during the 2019 fiscal period, ~~from $56.9~~combined with an impairment charge of $10.0 million during the 2020 fiscal period related to assets that were held for ~~the 2018 fiscal period.~~sale.

~~Gain~~(Loss) gain on sales of discontinued operations, net of tax ~~increased~~changed by ~~$559.2~~$909.2 million to a loss of $(19.7) million for the 2020 fiscal period, related to the sales of NSAD and our operations in Costa Rica, compared to a gain of $889.5 million for the 2019 fiscal period related to the sales of ~~our~~ St. Augustine and our operations in Thailand, South Africa, India, Spain and Portugal, ~~subsidiaries, compared~~along with an adjustment to ~~$330.3~~the gain on the sale of our China operation.

Net loss (income) attributable to noncontrolling interests changed by $6.1 million to a loss of $5.1 million for the ~~2018~~2020 fiscal period, compared to income of $(1.0) million for the 2019 fiscal period. This change was primarily related to ~~the sales of~~ our ~~Cyprus, Italy, China, Germany and Morocco subsidiaries.~~previous joint venture in Saudi Arabia.

Non-GAAP Financial Measure

We define Adjusted EBITDA as income (loss) from continuing operations, before equity in net (income) loss of affiliates, net of tax, income tax expense (benefit), (gain) loss on sale or disposal of subsidiaries, net, foreign currency exchange (gain) loss, net, other (income) expense, net, loss (gain) ~~loss~~ on derivatives, loss on debt extinguishment, interest expense and interest income, plus depreciation and amortization, share-based compensation expense, loss on impairment of assets and expenses related to implementation of our Excellence-in-Process (EiP) initiative. When we review Adjusted EBITDA on a segment basis, we exclude inter-segment revenues and expenses that eliminate in consolidation. Adjusted EBITDA is used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures.

Adjusted EBITDA is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Additionally, Adjusted EBITDA is a key financial measure used by the compensation committee of our board of directors and our Chief Executive Officer in connection with the payment of incentive compensation to our executive officers and other members of our management team. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

The following table presents Adjusted EBITDA and reconciles (loss) income from continuing operations to Adjusted EBITDA for the three months ended June 30, ~~2019~~2020 and ~~2018:~~2019:


							% Change							% Change
							Better/(Worse)							Better/(Worse)
(in millions)	2019			2018			2019 vs. 2018		(in millions)	2020		2019		2020 vs. 2019
Income from continuing operations	$	104.5		$	173.9		(40	)%
(Loss) income from continuing operations									(Loss) income from continuing operations	$	(301.8)	$	107.8	nm
Plus:									Plus:
Equity in net income of affiliates, net of tax	(0.2		)	—			nm		Equity in net income of affiliates, net of tax	—		(0.2)		(100)	%
Income tax expense	74.3			92.7			20	%	Income tax expense	7.5		74.6		90	%
Income from continuing operations before income taxes and equity in net income of affiliates	178.6			266.5			(33	)%
(Loss) income from continuing operations before income taxes and equity in net income of affiliates									(Loss) income from continuing operations before income taxes and equity in net income of affiliates	(294.2)		182.2		nm
Plus:									Plus:
Foreign currency exchange (gain) loss, net	(8.8		)	5.7			nm
Other (income) expense, net	(7.7		)	0.1			nm
Gain on derivatives	(2.6		)	(111.6		)	(98	)%
Gain on disposal of subsidiaries, net									Gain on disposal of subsidiaries, net	(0.1)		—		nm
Foreign currency exchange loss (gain), net									Foreign currency exchange loss (gain), net	4.9		(8.9)		(155)	%
Other expense (income), net									Other expense (income), net	0.4		(7.7)		(105)	%
Loss (gain) on derivatives									Loss (gain) on derivatives	1.4		(2.6)		(154)	%
Loss on debt extinguishment	15.6			—			nm		Loss on debt extinguishment	—		15.6		100	%
Interest expense	41.5			60.1			31	%	Interest expense	33.8		41.5		19	%
Interest income	(2.8		)	(2.6		)	8	%	Interest income	(1.0)		(2.8)		(64)	%
Operating income	213.7			218.2			(2	)%
Operating (loss) income									Operating (loss) income	(254.8)		217.2		nm
Plus:									Plus:
Depreciation and amortization	49.7			52.9			6	%	Depreciation and amortization	40.1		49.3		19	%
EBITDA	263.4			271.1			(3	)%	EBITDA	(214.7)		266.5		(181)	%
Plus:									Plus:
Share-based compensation expense^(a)	4.7			7.3			36	%	Share-based compensation expense^(a)	4.6		4.7		2	%
Loss on impairment of assets ^(b)	0.5			—			nm		Loss on impairment of assets ^(b)	445.1		0.5		nm
EiP implementation expenses ^(c)	28.6			25.2			(13	)%	EiP implementation expenses ^(c)	24.0		27.1		11	%
Adjusted EBITDA	$	297.3		$	303.6		(2	)%	Adjusted EBITDA	$	259.0	$	298.8	(13)	%

nm - percentage changes not meaningful

^(a) Represents non-cash, share-based compensation expense pursuant to the provisions of ASC 718, ~~‘‘Stock~~“Stock Compensation.’’”

^(b)Represents non-cash charges related to impairments of long-lived assets. For further details, see “Discussion of Significant Items Affecting the Consolidated Results for the Six Months Ended June 30, 2020.”

^(c)EiP implementation expenses are related to our 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 and completed dispositions. Beginning in the third quarter of 2019, EiP also includes expenses associated with an enterprise-wide program aimed at revenue growth.

Comparison of Depreciation and Amortization, Share-based Compensation and EiP Implementation Expenses for the Three Months Ended June 30, ~~2019~~2020 and ~~2018~~2019

Depreciation and amortization decreased by ~~$3.2~~$9.2 million to ~~$49.7~~$40.1 million for the ~~2019~~2020 fiscal quarter from ~~$52.9~~$49.3 million for the ~~2018~~2019 fiscal quarter. The effects of foreign currency exchange decreased depreciation and amortization expense by ~~$2.2~~$5.7 million for the ~~2019~~2020 fiscal quarter. ~~In addition, the cessation of depreciation expense at UniNorte following its classification as held for sale during the third quarter of 2018~~Other items decreased depreciation and amortization ~~expense~~ by ~~$1.0~~$3.5 million.

Share-based compensation expense decreased by $0.1 million to $4.6 million for the 2020 fiscal quarter from $4.7 million for the 2019 fiscal quarter.

~~Share-based compensation expense~~

EiP implementation expenses decreased by ~~$2.6~~$3.1 million to ~~$4.7~~$24.0 million for the 2020 fiscal quarter from $27.1 million for the 2019 fiscal ~~quarter from $7.3 million for the 2018 fiscal quarter.~~

~~EiP implementation expenses~~ ~~increased by $3.4 million to $28.6 million for the 2019 fiscal quarter from $25.2 million for the 2018 fiscal~~ quarter. The year-over-year ~~increase~~decrease in EiP expenses is primarily attributable to ~~higher~~lower costs ~~for~~of severance and retention bonuses related to our divestiture activity, and lower severance related to streamlining our organizational ~~structure.~~structure, partially offset by an increase in EiP expenses associated with an enterprise-wide program aimed at revenue growth.

The following table presents Adjusted EBITDA and reconciles ~~(loss) income~~loss from continuing operations to Adjusted EBITDA for the six months ended June 30, ~~2019~~2020 and ~~2018:~~2019:


							% Change							% Change
							Better/(Worse)							Better/(Worse)
(in millions)	2019			2018			2019 vs. 2018		(in millions)	2020		2019		2020 vs. 2019
(Loss) income from continuing operations	$	(5.8	)	$	8.2		(171	)%
Loss from continuing operations									Loss from continuing operations	$	(177.7)	$	(9.2)	nm
Plus:									Plus:
Equity in net income of affiliates, net of tax	(0.2		)	—			nm		Equity in net income of affiliates, net of tax	(0.2)		(0.2)		—	%
Income tax expense	39.3			69.6			44	%
Income from continuing operations before income taxes and equity in net income of affiliates	33.3			77.8			(57	)%
Income tax (benefit) expense									Income tax (benefit) expense	(227.6)		38.7		nm
(Loss) income from continuing operations before income taxes and equity in net income of affiliates									(Loss) income from continuing operations before income taxes and equity in net income of affiliates	(405.4)		29.2		nm
Plus:									Plus:
Foreign currency exchange (gain) loss, net	(4.2		)	17.5			124	%
Other income, net	(8.1		)	(2.5		)	nm
Gain on derivatives	(7.8		)	(92.3		)	(92	)%
Gain on disposal of subsidiaries, net									Gain on disposal of subsidiaries, net	(2.8)		—		nm
Foreign currency exchange gain, net									Foreign currency exchange gain, net	(31.0)		(4.1)		nm
Other expense (income), net									Other expense (income), net	0.5		(8.1)		(106)	%
Loss (gain) on derivatives									Loss (gain) on derivatives	0.6		(7.8)		(108)	%
Loss on debt extinguishment	26.2			7.5			nm		Loss on debt extinguishment	—		26.2		100	%
Interest expense	96.1			123.4			22	%	Interest expense	69.9		96.1		27	%
Interest income	(6.4		)	(5.9		)	8	%	Interest income	(3.7)		(6.4)		(42)	%
Operating income	129.2			125.6			3	%
Operating (loss) income									Operating (loss) income	(371.9)		125.1		nm
Plus:									Plus:
Depreciation and amortization	97.4			109.9			11	%	Depreciation and amortization	84.3		96.6		13	%
EBITDA	226.6			235.5			(4	)%	EBITDA	(287.6)		221.7		nm
Plus:									Plus:
Share-based compensation expense^(a)	7.7			3.2			(141	)%	Share-based compensation expense^(a)	6.6		7.7		14	%
Loss on impairment of assets ^(b)	0.5			—			nm		Loss on impairment of assets ^(b)	448.9		0.5		nm
EiP implementation expenses ^(c)	40.9			35.3			(16	)%	EiP implementation expenses ^(c)	54.4		39.3		(38)	%
Adjusted EBITDA	$	275.7		$	273.9		1	%	Adjusted EBITDA	$	222.2	$	269.2	(17)	%

nm - percentage changes not meaningful

^(a) Represents non-cash, share-based compensation expense pursuant to the provisions of ASC 718, ~~‘‘Stock~~“Stock Compensation.’’”

Comparison of Depreciation and Amortization, Share-based Compensation and EiP Implementation Expenses for the Six Months Ended June 30, ~~2019~~2020 and ~~and 2018~~2019

Depreciation and amortization decreased by ~~$12.5~~$12.3 million to ~~$97.4~~$84.3 million for the ~~2019~~2020 fiscal period from ~~$109.9~~$96.6 million for the ~~2018~~2019 fiscal period. The effects of foreign currency exchange decreased depreciation and amortization expense by ~~$5.2~~$9.1 million for the 2019 fiscal period. In addition, the cessation of depreciation expense at UniNorte following its classification as held for sale in the third quarter of 2018 decreased depreciation and amortization expense by $1.9 million for the 20192020 fiscal period. Other items decreased depreciation and amortization by ~~$5.4~~$3.2 million.

Share-based compensation expense ~~increased~~decreased by ~~$4.5~~$1.1 million to $6.6 million for the 2020 fiscal period from $7.7 million for the 2019 fiscal period from $3.2 million for the 2018 fiscal period. This increase is mostly attributable to a correction of an immaterial error in the first quarter of 2018, which reduced share-based compensation expense for the 2018 fiscal period.

EiP implementation expenses increased by ~~$5.6~~$15.1 million to ~~$40.9~~$54.4 million for the 2020 fiscal period from $39.3 million for the 2019 fiscal ~~period from $35.3 million for the 2018 fiscal~~ period. ~~The year-over-year~~This increase ~~in EiP expenses~~ is primarily attributable to ~~higher costs for severance and retention bonuses related to our divestiture activity and severance related to streamlining our organizational structure.~~the inclusion in EiP of expenses associated with an enterprise-wide program aimed at revenue growth.

Segment Results

We have five reportable segments: Brazil, Mexico, Andean, Rest of World and Online & Partnerships. As discussed in ~~‘‘Overview,’’~~“Overview,” the entire Central America ~~& U.S. Campuses~~ segment is included in Discontinued Operations and therefore is excluded from segment results. For purposes of the following comparison of results discussion, ‘‘“segment direct costs’’” represent direct costs by segment as they are included in Adjusted EBITDA, such that depreciation and amortization expense, loss on impairment of assets, share-based compensation expense and our EiP implementation expenses have been excluded. Organic enrollment is based on average total enrollment for the period. For a further description of our segments, see ~~‘‘Overview.’’~~“Overview.”

The following tables, derived from our consolidated financial statements included elsewhere in this Form 10-Q, presents selected financial information of our segments:


(in millions)					% Change
					Better/(Worse)
For the three months ended June 30,	2020		2019		2020 vs. 2019
Revenues:
Brazil	$	118.5	$	197.1	(40)	%
Mexico	114.9		162.5		(29)	%
Andean	345.9		423.0		(18)	%
Rest of World	62.6		51.2		22	%
Online & Partnerships	148.9		159.7		(7)	%
Corporate	1.0		(1.1)		191	%
Consolidated Total Revenues	$	791.7	$	992.4	(20)	%

Adjusted EBITDA:
Brazil	$	41.6	$	58.9	(29)	%
Mexico	19.7		31.6		(38)	%
Andean	160.7		186.5		(14)	%
Rest of World	19.7		12.1		63	%
Online & Partnerships	43.4		49.9		(13)	%
Corporate	(26.0)		(40.1)		35	%
Consolidated Total Adjusted EBITDA	$	259.0	$	298.8	(13)	%

(in millions) % Change
Better/(Worse)
For the three months ended June 30, 2019 2018 2019 vs. 2018
Revenues:
Brazil $ 197.1
$ 225.6
(13 )%
Mexico 162.5
159.6
2 %
Andean 423.0
409.5
3 %
Rest of World 60.6
61.3
(1 )%
Online & Partnerships 159.7
165.0
(3 )%
Corporate (1.1 ) (3.9 ) 72 %
Consolidated Total Revenues $ 1,001.8
$ 1,017.2
(2 )%

Adjusted EBITDA:
Brazil $ 58.9
$ 77.9
(24 )%
Mexico 31.6
27.8
14 %
Andean 186.7
184.2
1 %
Rest of World 10.5
7.6
38 %
Online & Partnerships 49.9
45.4
10 %
Corporate (40.2 ) (39.4 ) (2 )%
Consolidated Total Adjusted EBITDA $ 297.3
$ 303.6
(2 )%


(in millions)					% Change
					Better/(Worse)
For the six months ended June 30,	2020		2019		2020 vs. 2019
Revenues:
Brazil	$	202.2	$	307.1	(34)	%
Mexico	269.1		318.9		(16)	%
Andean	435.4		561.9		(23)	%
Rest of World	106.1		84.6		25	%
Online & Partnerships	305.4		321.5		(5)	%
Corporate	2.1		(0.6)		nm
Consolidated Total Revenues	$	1,320.2	$	1,593.5	(17)	%

Adjusted EBITDA:
Brazil	$	22.4	$	28.2	(21)	%
Mexico	43.0		57.4		(25)	%
Andean	98.5		153.3		(36)	%
Rest of World	24.5		8.8		178	%
Online & Partnerships	86.7		98.4		(12)	%
Corporate	(53.0)		(76.9)		31	%
Consolidated Total Adjusted EBITDA	$	222.2	$	269.2	(17)	%

nm - percentage change not meaningful

(in millions) % Change
Better/(Worse)
For the six months ended June 30, 2019 2018 2019 vs. 2018
Revenues:
Brazil $ 307.1
$ 348.4
(12 )%
Mexico 318.9
315.5
1 %
Andean 561.9
544.6
3 %
Rest of World 114.7
113.6
1 %
Online & Partnerships 321.5
333.0
(3 )%
Corporate (0.6 ) (5.7 ) 89 %
Consolidated Total Revenues $ 1,623.6
$ 1,649.4
(2 )%

Adjusted EBITDA:
Brazil $ 28.2
$ 51.9
(46 )%
Mexico 57.4
58.3
(2 )%
Andean 153.5
144.8
6 %
Rest of World 15.0
10.6
42 %
Online & Partnerships 98.4
90.4
9 %
Corporate (76.8 ) (82.0 ) 6 %
Consolidated Total Adjusted EBITDA $ 275.7
$ 273.9
1 %

Brazil

Financial Overview

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


(in millions)	Revenues			Direct Costs			Adjusted EBITDA			(in millions)	Revenues		Direct Costs		Adjusted EBITDA
June 30, 2018	$	225.6		$	147.7		$	77.9
June 30, 2019										June 30, 2019	$	197.1	$	138.2	$	58.9
Organic enrollment ⁽¹⁾	12.6									Organic enrollment ⁽¹⁾	(4.1)
Product mix, pricing and timing ⁽¹⁾	(21.6		)							Product mix, pricing and timing ⁽¹⁾	(19.2)
Organic constant currency	(9.0		)	3.6			(12.6		)	Organic constant currency	(23.3)		(24.8)		1.5
Foreign exchange	(19.5		)	(13.5		)	(6.0		)	Foreign exchange	(43.3)		(27.5)		(15.8)
Acquisitions	—			—			—
Dispositions	—			—			—
Other ⁽²⁾	—			0.4			(0.4		)
June 30, 2019	$	197.1		$	138.2		$	58.9

Dispositions ⁽²⁾										Dispositions ⁽²⁾	(12.0)		(9.4)		(2.6)
Other ⁽³⁾										Other ⁽³⁾	—		0.4		(0.4)
June 30, 2020										June 30, 2020	$	118.5	$	76.9	$	41.6

⁽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.

⁽²⁾ Relates to the sale of UniNorte during the fourth quarter of 2019.

⁽²⁾⁽³⁾ Other is composed of acquisition-related contingent liabilities for taxes other-than-income tax, net of changes in recorded indemnification assets.

Revenues decreased by ~~$28.5~~$78.6 million, a ~~13%~~40% decrease from the ~~2018~~2019 fiscal quarter.

~~Product~~•Organic enrollment decreased during the 2020 fiscal quarter by 3%, decreasing revenues by $4.1 million compared to the 2019 fiscal quarter.

•The decrease in revenues from product mix, pricing and timing ~~decreased revenues primarily~~was in part due to ~~an increase in discounts and scholarships as a percentage~~the effect of ~~revenue, as~~ the ~~number of students participating in~~COVID-19 pandemic on the ~~Brazilian government student loan program (FIES) continues to decline following their graduation.~~academic calendar timing.

~~Decreases in revenues during the 2019 fiscal quarter were partially offset by an increase in organic enrollment of 5%, which increased revenues by $12.6 million.~~

•Revenues represented ~~20%~~15% of our consolidated total revenues for the ~~2019~~2020 fiscal quarter compared to ~~22%~~20% for the ~~2018~~2019 fiscal quarter.

Adjusted EBITDA decreased by ~~$19.0~~$17.3 million, a ~~24%~~29% decrease from the ~~2018~~2019 fiscal quarter.

Comparison of Brazil Results for the Six Months Ended June 30, 2020 to the Six Months Ended June 30, 2019 ~~to the~~ ~~Six Months Ended June 30, 2018~~


(in millions)	Revenues			Direct Costs			Adjusted EBITDA			(in millions)	Revenues		Direct Costs		Adjusted EBITDA
June 30, 2018	$	348.4		$	296.5		$	51.9
June 30, 2019										June 30, 2019	$	307.1	$	278.9	$	28.2
Organic enrollment ⁽¹⁾	16.0									Organic enrollment ⁽¹⁾	(3.4)
Product mix, pricing and timing ⁽¹⁾	(20.2		)							Product mix, pricing and timing ⁽¹⁾	(20.9)
Organic constant currency	(4.2		)	17.1			(21.3		)	Organic constant currency	(24.3)		(35.2)		10.9
Foreign exchange	(37.1		)	(35.9		)	(1.2		)	Foreign exchange	(61.2)		(44.2)		(17.0)
Acquisitions	—			—			—
Dispositions	—			—			—
Other ⁽²⁾	—			1.2			(1.2		)
June 30, 2019	$	307.1		$	278.9		$	28.2

Dispositions ⁽²⁾										Dispositions ⁽²⁾	(19.4)		(19.2)		(0.2)
Other ⁽³⁾										Other ⁽³⁾	—		(0.5)		0.5
June 30, 2020										June 30, 2020	$	202.2	$	179.8	$	22.4

⁽²⁾ Relates to the sale of UniNorte during the fourth quarter of 2019.

⁽²⁾⁽³⁾ Other is composed of acquisition-related contingent liabilities for taxes other-than-income tax, net of changes in recorded indemnification assets.

Revenues decreased by ~~$41.3~~$104.9 million, a ~~12%~~34% decrease from the ~~2018~~2019 fiscal period.

~~Product~~•Organic enrollment decreased during the 2020 fiscal period by 2%, decreasing revenues by $3.4 million compared to the 2019 fiscal period.

Organic enrollment increased during the 2019 fiscal period by 4%, increasing revenues by $16.0 million. The increase in enrollments for the 2019 fiscal period is attributable to growth in distance learning, which has a lower average revenue per student than our campus-based programs.

•Revenues represented ~~19%~~16% of our consolidated total revenues for the ~~2019~~2020 fiscal period, compared to ~~21%~~20% for the ~~2018~~2019 fiscal period.

Adjusted EBITDA decreased by ~~$23.7~~$5.8 million, a ~~46%~~21% decrease from the ~~2018~~2019 fiscal period.

Mexico

Financial Overview

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


(in millions)	Revenues		Direct Costs		Adjusted EBITDA
June 30, 2019	$	162.5	$	130.9	$	31.6
Organic enrollment ⁽¹⁾	(7.3)
Product mix, pricing and timing ⁽¹⁾	(13.8)
Organic constant currency	(21.1)		(13.9)		(7.2)
Foreign exchange	(26.5)		(20.9)		(5.6)

Dispositions	—		—		—
Other ⁽²⁾	—		(0.9)		0.9
June 30, 2020	$	114.9	$	95.2	$	19.7

(in millions) Revenues Direct Costs Adjusted EBITDA
June 30, 2018 $ 159.6
$ 131.8
$ 27.8
Organic enrollment ⁽¹⁾
(6.3 )
Product mix, pricing and timing ⁽¹⁾
8.3

Organic constant currency 2.0
(2.0 ) 4.0
Foreign exchange 0.9
1.2
(0.3 )
Acquisitions —
—
—
Dispositions —
—
—
Other ⁽²⁾
—
(0.1 ) 0.1
June 30, 2019 $ 162.5
$ 130.9
$ 31.6

⁽²⁾ Other is composed of acquisition-related contingent liabilities for taxes other-than-income tax, net of changes in recorded indemnification assets.

Revenues ~~increased~~decreased by ~~$2.9~~$47.6 million, a ~~2% increase~~29% decrease from the ~~2018~~2019 fiscal quarter.

~~Increases~~•Organic enrollment decreased during the fiscal quarter by 5%, decreasing revenues by $7.3 million.

•The decrease in revenues ~~during~~from product mix, pricing and timing was mainly due to the ~~2019 fiscal quarter were partially offset by a decrease in organic enrollment~~effect of ~~3%, which decreased revenues by $6.3 million.~~the COVID-19 pandemic on the academic calendar timing.

•Revenues represented ~~16%~~15% of our consolidated total revenues for ~~both~~the 2020 fiscal quarter, compared to 16% for the 2019 ~~and the 2018~~ fiscal ~~quarters.~~quarter.

Adjusted EBITDA ~~increased~~decreased by ~~$3.8~~$11.9 million, a ~~14% increase~~38% decrease from the ~~2018~~2019 fiscal quarter.

Comparison of Mexico Results for the Six Months Ended June 30, 2020 to the Six Months Ended June 30, 2019 ~~to the~~ ~~Six Months Ended June 30, 2018~~


(in millions)	Revenues		Direct Costs		Adjusted EBITDA
June 30, 2019	$	318.9	$	261.5	$	57.4
Organic enrollment ⁽¹⁾	(11.1)
Product mix, pricing and timing ⁽¹⁾	(6.6)
Organic constant currency	(17.7)		(13.1)		(4.6)
Foreign exchange	(32.1)		(23.3)		(8.8)

Dispositions	—		—		—
Other ⁽²⁾	—		1.0		(1.0)
June 30, 2020	$	269.1	$	226.1	$	43.0

(in millions) Revenues Direct Costs Adjusted EBITDA
June 30, 2018 $ 315.5
$ 257.2
$ 58.3
Organic enrollment ⁽¹⁾
(9.1 )
Product mix, pricing and timing ⁽¹⁾
15.7

Organic constant currency 6.6
5.2
1.4
Foreign exchange (3.2 ) (2.0 ) (1.2 )
Acquisitions —
—
—
Dispositions —
—
—
Other ⁽²⁾
—
1.1
(1.1 )
June 30, 2019 $ 318.9
$ 261.5
$ 57.4

⁽²⁾ Other is composed of acquisition-related contingent liabilities for taxes other-than-income tax, net of changes in recorded indemnification assets.

Revenues ~~increased~~decreased by ~~$3.4~~$49.8 million, a ~~1% increase~~16% decrease from the ~~2018~~2019 fiscal period.

~~Revenues increase~~•Organic enrollment decreased during the 2020 fiscal period by 3%, decreasing revenues by $11.1 million.

•The decrease in revenues from ~~Product~~product mix, pricing and timing was ~~partially offset by a decrease in organic enrollment~~mainly due to the effect of ~~2% during~~ the ~~2019 fiscal period, which decreased revenues by $9.1 million.~~COVID-19 pandemic on the academic calendar timing.

•Revenues represented 20% of our consolidated total revenues for both the 2020 and the 2019 fiscal ~~period compared to 19% for the 2018 fiscal period.~~periods.

Adjusted EBITDA decreased by ~~$0.9~~$14.4 million, a 2%25% decrease from the ~~2018~~2019 fiscal period.

Andean

Financial Overview

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


(in millions)	Revenues		Direct Costs		Adjusted EBITDA
June 30, 2019	$	423.0	$	236.5	$	186.5
Organic enrollment ⁽¹⁾	(16.8)
Product mix, pricing and timing ⁽¹⁾	(20.6)
Organic constant currency	(37.4)		(28.5)		(8.9)
Foreign exchange	(39.7)		(22.8)		(16.9)

Dispositions	—		—		—
Other	—		—		—
June 30, 2020	$	345.9	$	185.2	$	160.7

(in millions) Revenues Direct Costs Adjusted EBITDA
June 30, 2018 $ 409.5
$ 225.3
$ 184.2
Organic enrollment ⁽¹⁾
25.0

Product mix, pricing and timing ⁽¹⁾
14.9

Organic constant currency 39.9
26.6
13.3
Foreign exchange (26.4 ) (15.6 ) (10.8 )
Acquisitions —
—
—
Dispositions —
—
—
Other —
—
—
June 30, 2019 $ 423.0
$ 236.3
$ 186.7

Revenues ~~increased~~decreased by ~~$13.5~~$77.1 million, ~~a 3% increase~~an 18% decrease from the ~~2018~~2019 fiscal quarter.

•The decrease in revenues from product mix, pricing and timing was mainly due to the effect of the COVID-19 pandemic on the academic calendar timing.

•Organic enrollment ~~increased~~decreased during the ~~2019~~2020 fiscal quarter by 6%5%, ~~increasing~~decreasing revenues by ~~$25.0~~$16.8 million.

•Revenue represented ~~42%~~44% of our consolidated total revenues for the ~~2019~~2020 fiscal quarter compared to ~~40%~~43% for the ~~2018~~2019 fiscal quarter.

Adjusted EBITDA ~~increased~~decreased by ~~$2.5~~$25.8 million, a ~~1% increase~~14% decrease from the ~~2018~~2019 fiscal quarter.

•Foreign exchange affected the results for the ~~2019~~2020 fiscal quarter, primarily due to the weakening of the Chilean Peso ~~and the Peruvian Nuevo Sol~~ relative to the USD.

Comparison of Andean Results for the Six Months Ended June 30, 2020 to the Six Months Ended June 30, 2019 ~~to the~~ ~~Six Months Ended June 30, 2018~~


(in millions)	Revenues		Direct Costs		Adjusted EBITDA
June 30, 2019	$	561.9	$	408.6	$	153.3
Organic enrollment ⁽¹⁾	(8.4)
Product mix, pricing and timing ⁽¹⁾	(65.9)
Organic constant currency	(74.3)		(29.9)		(44.4)
Foreign exchange	(52.2)		(41.8)		(10.4)

Dispositions	—		—		—
Other	—		—		—
June 30, 2020	$	435.4	$	336.9	$	98.5

(in millions) Revenues Direct Costs Adjusted EBITDA
June 30, 2018 $ 544.6
$ 399.8
$ 144.8
Organic enrollment ⁽¹⁾
33.2

Product mix, pricing and timing ⁽¹⁾
20.9

Organic constant currency 54.1
37.4
16.7
Foreign exchange (36.8 ) (28.8 ) (8.0 )
Acquisitions —
—
—
Dispositions —
—
—
Other —
—
—
June 30, 2019 $ 561.9
$ 408.4
$ 153.5

⁽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 $17.3 million, a 3% increase from the 2018 fiscal period.~~

~~Organic enrollment increased during the 2019 fiscal period by 6%, increasing revenues by $33.2 million.~~

~~Revenue represented 34% of our consolidated total revenues for the 2019 fiscal period compared to 33% for the 2018 fiscal period.~~

~~Adjusted EBITDA increased by $8.7 million, a 6% increase from the 2018 fiscal period.~~

~~Foreign exchange affected the results for the 2019 fiscal period due to weakening of the Chilean Peso and the Peruvian Nuevo Sol relative to the USD.~~

~~Rest of World~~

~~Financial Overview~~

~~Comparison of Rest of World Results for the~~ ~~Three Months Ended June 30, 2019~~ ~~to the~~ ~~Three Months Ended June 30, 2018~~

(in millions) Revenues Direct Costs Adjusted EBITDA
June 30, 2018 $ 61.3
$ 53.7
$ 7.6
Organic enrollment ⁽¹⁾
8.5

Product mix, pricing and timing ⁽¹⁾
(5.0 )
Organic constant currency 3.5
(0.4 ) 3.9
Foreign exchange (4.2 ) (3.2 ) (1.0 )
Acquisitions —
—
—
Dispositions —
—
—
Other —
—
—
June 30, 2019 $ 60.6
$ 50.1
$ 10.5

Revenues decreased by ~~$0.7~~$126.5 million, a 1%23% decrease from the ~~2018~~2019 fiscal ~~quarter.~~period.

~~Revenue decreases due to~~•The decrease in revenues from product mix, pricing and timing ~~and foreign exchange were largely offset by an increase in organic~~was mainly due to the effect of the COVID-19 pandemic on the academic calendar timing.

•Organic enrollment decreased during the ~~2019~~2020 fiscal ~~quarter of 15%~~period by 2%, ~~which increased~~decreasing revenues by ~~$8.5~~$8.4 million.

~~Revenues~~•Revenue represented 6%33% of our consolidated total revenues for ~~both~~the 2020 fiscal period compared to 35% for the 2019 ~~and the 2018~~ fiscal ~~quarters.~~period.

Adjusted EBITDA ~~increased~~decreased by ~~$2.9~~$54.8 million, a ~~38% increase~~36% decrease from the ~~2018~~2019 fiscal ~~quarter.~~period.

•Foreign exchange affected the results for the ~~2019~~2020 fiscal ~~quarter,~~period, primarily due to ~~the~~ weakening of the ~~Australian Dollar~~Chilean Peso relative to the USD.

Rest of World

Financial Overview

Comparison of Rest of World Results for the ~~Six~~Three Months Ended June 30, ~~2019~~2020 to the ~~Six~~Three Months Ended June 30, ~~2018~~2019


(in millions)	Revenues		Direct Costs		Adjusted EBITDA
June 30, 2019	$	51.2	$	39.1	$	12.1
Organic enrollment ⁽¹⁾	11.8
Product mix, pricing and timing ⁽¹⁾	4.0
Organic constant currency	15.8		6.8		9.0
Foreign exchange	(4.4)		(3.0)		(1.4)

Dispositions	—		—		—
Other	—		—		—
June 30, 2020	$	62.6	$	42.9	$	19.7

(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

Revenues increased by ~~$1.1~~$11.4 million, a 1%22% increase from the ~~2018~~2019 fiscal ~~period.~~quarter.

•Organic enrollment increased during the ~~2019~~2020 fiscal ~~period~~quarter by ~~13%~~23%, increasing revenues by ~~$14.4~~$11.8 million.

~~Revenues~~•Revenue represented 7%8% of our consolidated total revenues for ~~both~~the 2020 fiscal quarter compared to 5% for the 2019 ~~and the 2018~~ fiscal ~~periods.~~quarter.

Adjusted EBITDA increased by ~~$4.4~~$7.6 million, a ~~42%~~63% increase from the ~~2018~~2019 fiscal quarter.

Comparison of Rest of World Results for the Six Months Ended June 30, 2020 to the Six Months Ended June 30, 2019


(in millions)	Revenues		Direct Costs		Adjusted EBITDA
June 30, 2019	$	84.6	$	75.8	$	8.8
Organic enrollment ⁽¹⁾	18.8
Product mix, pricing and timing ⁽¹⁾	11.7
Organic constant currency	30.5		12.0		18.5
Foreign exchange	(9.0)		(6.2)		(2.8)

Dispositions	—		—		—
Other	—		—		—
June 30, 2020	$	106.1	$	81.6	$	24.5

Revenues increased by $21.5 million, a 25% increase from the 2019 fiscal period.

~~Foreign exchange affected~~•Organic enrollment increased during the ~~results~~2020 fiscal period by 23%, increasing revenues by $18.8 million.

•Revenues represented 8% of our consolidated total revenues for the 2020 fiscal period compared to 5% for the 2019 fiscal ~~period, primarily due to~~period.

Adjusted EBITDA increased by $15.7 million, a 178% increase from the ~~weakening of the Australian Dollar relative to the USD.~~2019 fiscal period.

Online & Partnerships

Financial Overview

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


(in millions)	Revenues		Direct Costs		Adjusted EBITDA
June 30, 2019	$	159.7	$	109.8	$	49.9
Organic enrollment ⁽¹⁾	(4.3)
Product mix, pricing and timing ⁽¹⁾	(6.5)
Organic constant currency	(10.8)		(4.3)		(6.5)
Foreign exchange	—		—		—

Dispositions	—		—		—
Other	—		—		—
June 30, 2020	$	148.9	$	105.5	$	43.4

(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~~$10.8 million, a 3%7% decrease from the ~~2018~~2019 fiscal quarter.

•Organic enrollment ~~increased~~decreased during the 2020 fiscal quarter by 5%, decreasing revenues by ~~$1.6 million during the 2019 fiscal quarter~~$4.3 million. This decrease was primarily 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.

•Revenues represented ~~16%~~19% of our consolidated total revenues for ~~both~~the 2020 fiscal quarter, compared to 16% for the 2019 ~~and the 2018~~ fiscal ~~quarters.~~quarter.

Adjusted EBITDA ~~increased~~decreased by ~~$4.5~~$6.5 million, a ~~10% increase~~13% decrease compared to the ~~2018~~2019 fiscal ~~quarter, primarily due to reduced marketing expenses.~~

quarter.

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


(in millions)	Revenues		Direct Costs		Adjusted EBITDA
June 30, 2019	$	321.5	$	223.1	$	98.4
Organic enrollment ⁽¹⁾	(11.2)
Product mix, pricing and timing ⁽¹⁾	(4.9)
Organic constant currency	(16.1)		(4.4)		(11.7)
Foreign exchange	—		—		—

Dispositions	—		—		—
Other	—		—		—
June 30, 2020	$	305.4	$	218.7	$	86.7

(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~~$16.1 million, a 3%5% decrease from the ~~2018~~2019 fiscal period.

•Organic enrollment decreased during the ~~2019~~2020 fiscal period by 2%6%, decreasing revenues by ~~$1.4~~$11.2 million. This decrease was primarily 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.~~institutions.

•Revenues represented ~~20%~~23% of our consolidated total revenues for ~~both~~the 2020 fiscal period, compared to 20% for the 2019 ~~and the 2018~~ fiscal ~~periods.~~period.

Adjusted EBITDA ~~increased~~decreased by ~~$8.0~~$11.7 million, a ~~9% increase~~12% decrease compared to the ~~2018~~2019 fiscal ~~period, primarily due to reduced marketing expenses.~~period.

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 and 2018:~~

% 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, 2020 to the Three Months Ended June 30, 2019 ~~to the~~ ~~Three Months Ended June 30, 2018~~


					% Change
					Better/(Worse)
(in millions)	2020		2019		2020 vs. 2019
Revenues	$	1.0	$	(1.1)	191	%
Expenses	27.0		39.0		31	%
Adjusted EBITDA	$	(26.0)	$	(40.1)	35	%

Adjusted EBITDA ~~decreased~~increased by ~~$0.8~~$14.1 million, a ~~2% decrease~~35% increase from the ~~2018~~2019 fiscal quarter.

•Labor costs and other professional fees decreased by ~~$8.6~~$14.8 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~~$0.7 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, 2020 to the Six Months Ended June 30, 2019 ~~to the~~ ~~Six Months Ended June 30, 2018~~


					% Change
					Better/(Worse)
(in millions)	2020		2019		2020 vs. 2019
Revenues	$	2.1	$	(0.6)	nm
Expenses	55.1		76.3		28	%
Adjusted EBITDA	$	(53.0)	$	(76.9)	31	%

Adjusted EBITDA increased by ~~$5.2~~$23.9 million, a 6%31% increase from the ~~2018~~2019 fiscal ~~quarter.~~period.

•Labor costs and other professional fees decreased expenses by ~~$15.5~~$25.6 million for the ~~2019~~2020 fiscal period compared to the ~~2018~~2019 fiscal ~~period.~~period, related to cost-reduction efforts.

•Other items accounted for a decrease in Adjusted EBITDA of ~~$10.3~~$1.7 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, as well as engaging with landlords to negotiate rent deferrals or other rent concessions.

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 the COVID-19 pandemic.

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~~,2020, our secondary source of liquidity was cash and cash equivalents of ~~$236.4~~$629.6 million, which does not include ~~$124.4~~$34.2 million of cash recorded at subsidiaries that are classified as held for sale at June 30, ~~2019.~~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.

Completed 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 million (approximately $301.8 million~~$15.0 million. The proceeds received net of cash ~~sold).~~sold, transaction fees and the working capital adjustment completed during the second quarter of 2020, were approximately $1.8 million. The Company ~~used $340.0~~will also receive up to $5.0 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 NSAD, a higher education institution located in California. At closing, the Company paid subsidies to the buyers of approximately $4.5 million. Under the terms of the sale agreement, the Company will pay additional subsidies to the buyers of approximately $2.8 million ratably on a quarterly basis over the next four years, beginning on March 31, 2020.

In June 2020, we received 141.6 million Hong Kong Dollars (approximately $18.3 million at the date of receipt), related to the portion of the transaction value from the January 2018 sale of our ~~Thailand operations. The~~China operations that was paid into escrow by the buyer. As of December 31, 2019, the Company had recorded a receivable of approximately $25.9 million for the portion of the escrowed amount that we expected to receive. Under the terms of the sale agreement, we expect to receive the remaining escrow receivable amount in January 2021.

Pending Sale Transactions

On February 28, 2020, the Company entered into an agreement to sell its operations in Malaysia for a total purchase price ~~was approximately $35.3 million, resulting~~of $140.0 million. The closing of the transaction is subject to customary closing conditions, including approval by regulators in net proceeds of approximately $27.9 million. Of the $27.9 million in net proceeds, $23.7 million (approximately $20.3 million net of cash sold) was received at closing; the balance of $4.2 million will be payable upon satisfaction of certain post-closing requirements.Malaysia.

On ~~April 8, 2019, we completed~~July 29, 2020, the ~~sale~~Company entered into an agreement to sell its Australia and New Zealand operations for a purchase price of ~~our institution in South Africa, Monash South Africa, as well as the sale~~$642.7 million. The closing of the ~~real estate associated with that institution. Including working capital adjustments,~~transaction is expected to occur by the ~~Company received approximately $9.0 million from~~first quarter of 2021 and is subject to customary closing conditions, including regulatory approvals in Australia and New Zealand and a mutual right of termination based on the ~~buyer, which approximated the amount~~occurrence of ~~cash sold with the business.~~

~~On May 9, 2019, we completed the sale of our operations~~a material adverse change in India for net proceeds of approximately $144.6 million (approximately $76.2 million net of cash sold) after the payment to the 10% minority owners, transaction fees and taxes. The Company used the proceeds to repay a portioncertain forecasted results of the ~~2024 Term Loan.~~Australia and New Zealand operations.

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~~185.7 million and ~~$201.3~~$186.9 million as of June 30, ~~2019~~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~~2020, $454.1 million of our total ~~$236.4~~$629.6 million of cash and cash equivalents were held by foreign subsidiaries, including ~~$69.7~~$215.9 million held by VIEs. These amounts above do not include ~~$124.4~~$34.2 million of cash recorded at subsidiaries that are classified as held for sale at June 30, ~~2019,~~2020, almost all of which ~~$122.1 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~~,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,~~2020, other debt balances totaled ~~$531.9~~$356.4 million and our finance lease obligations and sale-leaseback financings were ~~$83.1~~$85.3 million. Other debt includes lines of credit and short-term borrowing arrangements of subsidiaries, mortgages payable and notes payable.

Approximately ~~$66.4~~$31.8 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.~~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, 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,~~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~~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 June 30, 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~~2020 and December 31, ~~2018,~~2019, we recorded ~~$35.9~~$16.0 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~~$57.5 million and ~~$101.5~~$70.8 million during the six months ended June 30, ~~2019,~~2020 and ~~2018,~~2019, respectively. The ~~30%~~19% decrease in capital expenditures for the ~~2019~~2020 fiscal period compared to the ~~2018~~2019 fiscal period 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 asprimarily 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 months ended June 30, ~~2019~~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 provided by (used in):
Operating activities	$	61.4	$	32.5
Investing activities	(35.0)		1,102.4
Financing activities	263.4		(1,396.1)
Effects of exchange rates changes on cash	(23.3)		8.7
Change in cash included in current assets held for sale	22.2		64.3
Net change in cash and cash equivalents and restricted cash	$	288.7	$	(188.2)

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

Operating Activities

Cash provided by operating activities increased by ~~$30.7~~$28.9 million to $61.4 million for the 2020 fiscal period from $32.5 million for the 2019 ~~fiscal period from $1.8 million for the 2018~~ fiscal period. This increase in operating cash was ~~primarily due~~attributable to: (1) a decrease in cash paid for interest of $53.7 million, from $115.8 million for the 2019 fiscal period to $62.1 million for the 2020 fiscal period, attributable to lower average debt balances; (2) a decrease in cash paid for taxes of ~~$24.7~~$11.1 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 million for the 2019 fiscal ~~period. Cash paid for interest decreased by $10.4 million, from $126.2~~period to $47.4 million for the ~~2018~~2020 fiscal ~~period~~period; 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~~$7.6 million primarily related to a cash payment ~~of $8.2 million~~ during the 2019 fiscal period to settle cross currency and interest rate swaps in ~~Chile,~~Chile. These increases in operating cash were partially offset by lower operating income as ~~discussed~~well as the year-over-year effect of the divestitures that occurred in ~~Note 15, Derivative Instruments,~~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 ~~our consolidated financial statements included elsewhere~~working capital, these factors accounted for a decrease in ~~this Quarterly Report on Form 10-Q.~~operating cash flows of approximately $43.5 million.

Investing Activities

Cash ~~provided by~~flows from investing activities ~~increased~~decreased by ~~$838.1~~$1,137.4 million to an investing cash outflow of $(35.0) million for the 2020 fiscal period from an investing cash inflow of $1,102.4 million for the 2019 fiscal ~~period from $264.3 million for the 2018 fiscal~~ period. This ~~increase is~~decrease was primarily attributable ~~to: (1) higher~~to lower cash receipts from the sales of discontinued operations of ~~$786.7~~$1,138.9 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 million during the 2019 fiscal period (for the sales of ~~our~~ St. Augustine and our operations in Thailand, South Africa, India, Spain and ~~Portugal~~Portugal) to $22.5 million, net, during the 2020 fiscal period (for the sales of NSAD and our operations in Costa Rica, the receipt of a deposit for INTI Malaysia, and the receipt of a portion of the escrow receivable balance related to the 2018 sale of our China operations)~~; (2) a decrease in capital expenditures of $30.7 million; and (3) a year-over-year change in cash~~. In addition, during the 2019 fiscal period, we received $12.9 million 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 during the 2019 fiscal period. Partially offsetting these increases~~institutions. These decreases in investing cash ~~flows was~~were partially offset by a decrease in capital expenditures of $13.3 million, and the year-over-year effect of 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~~$0.1 million.

Financing Activities

Cash ~~used in~~flows from financing activities increased by ~~$1,003.0~~$1,659.5 million to ~~$1,396.1~~a financing cash inflow of $263.4 million for the ~~2019~~2020 fiscal period from ~~$393.1~~a financing cash outflow of $(1,396.1) million for the ~~2018~~2019 fiscal period. This increase in financing cash ~~outflow~~inflows was primarily attributable to: (1) net proceeds from long-term debt during the 2020 fiscal period, 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 the 2018 fiscal period~~for a change of ~~$996.6~~$1,638.5 million; (2) proceeds from exercise of common stock options of $26.7 million ~~as well as higher payments for debt issuance costs and redemption and call premiums~~ during the ~~2019~~2020 fiscal ~~period than in the 2018 fiscal period of $5.6 million, which was mostly related to a debt repayment in Chile. Payments~~period; (3) lower payments of deferred price for acquisitions ~~were also higher~~ during the ~~2019 fiscal period versus the 2018~~2020 fiscal period by ~~$6.2~~$10.2 million, primarily due ~~primarily~~ to the full repayment of the St. Augustine seller ~~note. In addition, payments to purchase noncontrolling interest were higher by $5.7~~note during the 2019 fiscal period; (4) a payment for a debt redemption in Chile during the 2019 fiscal period of $5.9 million; and (5) a payment of $5.8 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. 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 period 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 $1.6 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 months ended June 30, ~~2019,~~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~~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’’~~Proceedings” in our ~~2018~~Annual Report on Form 10-K for the year ended December 31, 2019 (our “2019 Form 10-K”) and Part II, “Item 1. Legal Proceedings” in our Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2019~~2020 (our “Q1 2020 Form 10-Q”) 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.

As previously disclosed in our 2019 Form 10-K, on December 6, 2019, the Occupational Safety and Health Administration of the U.S. Department of Labor (“OSHA”) dismissed a complaint made by Michael S. Ryan, the former chief accounting officer of the Company, alleging retaliatory employment practices in violation of the whistleblower provisions of the Sarbanes-Oxley Act (Michael S. Ryan vs. Laureate Education, Inc., Case No. 3-0050-17-011). On ~~April~~January 2, 2020, Mr. Ryan filed Objections to the Secretary’s Findings, and Request for Hearing Before an Administrative Law Judge with the Chief Administrative Law Judge and a hearing has been set for September 2020. On March 2, 2020, the Company filed a Motion to Dismiss or in the Alternative, Motion to Limit Issues for Hearing. Mr. Ryan filed a Response to the Company’s Motion to Dismiss on June 5, 2020 (the “Response to Motion to Dismiss”). Mr. Ryan’s complaint to OSHA, which was filed on November 16, 2016, also alleges a lack of compliance with U.S. GAAP and violations of certain SEC rules and regulations. The complaint does not seek any specified amount of damages. The Company has investigated the allegations made in the complaint with the assistance of outside legal and accounting advisers and believes that its consolidated financial statements are in compliance with U.S. GAAP and SEC rules and regulations in all material respects and that the allegations are baseless and without merit. The Company currently is assessing any further response to the Response to Motion to Dismiss. The Company intends to continue to defend itself vigorously.

As previously disclosed in our 2019 Form 10-K, on September 11, 2019, the Seventh Judicial Circuit in and for St. Johns County, Florida formally entered judgment in the Hemingway et al. v. University of St. Augustine for Health Sciences, Inc. matter, a case filed against our former institution, University 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 of St. Augustine for Health Sciences, LLC. This suit involved several groups of current and former students who filed separate lawsuits related to misrepresentation in advertising the Master of Orthopedic Physician's Assistant Program.

~~On June 10, 2019, the Supreme~~ People’s Court of Tianxin District, Changsha City, in the People’s Republic of China ~~affirmed the judgment~~issued a Notice of ~~the Higher Court of Hunan Province~~Assistance 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 LEIEnforcement addressed to Lei Lie Ying Limited, a private limited company formerly indirectly owned by us (“LEILY”), and ~~Steven Lin (a former Laureate employee) seeking return~~HIEU requesting that (i) Zhang Jianbo and Chen Zhengxiani’s alleged rights in certain land owned by HIEU be frozen, (ii) such land be disposed of instead pursuant to the terms of a ~~capital contribution~~series of ~~RMB 172 million~~agreements allegedly entered into in 2009 and ~~for loss of interest of RMB 28 million or~~(iii) the ~~distribution of dividends in an equivalent amount. Mr. Zhengxian’s heir, Mr. Zheng Ziban, has six months to apply to~~proceeds thereof be deposited with the ~~Supreme People’s Court for a retrial~~court pending final resolution of the ~~case.~~

~~On June 10, 2019,~~dispute. This case was dismissed during the ~~Supreme People’s Court~~second quarter 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 Shanghai2020, 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.decision is considered final.

Item 1A. Risk Factors

~~There~~Except as stated below, there have been no material changes to the risk factors previously disclosed in “Item 1A. Risk Factors” in our 2019 Form 10-K, as updated in Part II, “Item 1A. Risk Factors” in our Q1 2020 Form 10-Q.

In addition to the information set forth in this report, you should consider the risk factors disclosed in our 2019 Form 10-K, as updated in our Q1 2020 Form 10-Q. Furthermore, the impact of COVID-19 also may exacerbate other risks discussed in our 2019 Form 10-K and Q1 2020 Form 10-Q, any one 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 of which we are not currently aware.

Political and regulatory developments in Chile may materially adversely affect us.

On May 29, 2018, a new Higher Education Law (the “New Law”) was enacted. Among other things, the New Law prohibits conflicts of interests and related party transactions involving universities and their controlling parties, with certain exceptions, including the provision of services that are educational in nature or essential for the university’s purposes. While we have modified some of our relationships with the Chilean universities in our network, and may need to make further modifications, we do not believe that the New Law will change our relationship with our two technical-vocational institutes in Chile that are for-profit entities. However, it is possible that the Chilean government will adopt additional laws that affect for-profit technical-vocational institutes and their relationships with their owners.

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 ~~Risk Factors included~~provision of the range of services that are essential to the fulfillment of each of their academic missions. Each of the Chilean non-profit universities has completed all of the bidding and contractual processes subsequent to the May 2019 contract terminations. The Company participated in ~~Item 1A~~these open bid processes, conducted by a third party, and was judged to have submitted the 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 educational services, due to the academic calendar. Within the ordinary regulatory course of supervision, the Company and its Chilean non-profit universities will continue to interact with the Superintendent to maintain compliance with the New Law. 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 of the impact of the New Law may result in changes to our expectations due to changes in our interpretations of the law, assumptions used, and additional guidance that may be issued. There is no assurance that the New Law will not have additional material adverse effects on our financial condition or results of operations.

In October 2020, Chileans are scheduled to vote on whether Chile should create a new constitution and, if so, whether it should be drafted by a popularly elected assembly or one mixed with current lawmakers. According to the current timetable, a new constitution could become effective as early as the summer of 2022. It is possible that a new constitution could include provisions that would have a material adverse effect on our financial condition or results of operations. It is also possible that, as proposed reforms are considered, even the existence of the debate and accompanying uncertainty could have a similar effect. The Company will continue to monitor developments in the constitutional process.

While we believe that all of our ~~2018 Form 10-K.~~

institutions in Chile are operating in full compliance with Chilean law, we cannot predict the extent or outcome of any additional educational or constitutional reforms that may be implemented in Chile. Depending upon how these reforms are defined and implemented, there could be a material adverse effect on our financial condition and results of operations. Any additional significant disruption to our operations in Chile would have a material adverse effect on our financial condition and results of operations. Similar reforms in other countries in which we operate could also have a material adverse effect on our financial condition and results of operations.

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

10.48†

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-Q

001-38002

10.53

05/07/2020

10.54†

Form of Retention/Transaction Bonus Letter for Certain Regional Executives

10-Q

001-38002

10.54

05/07/2020

10.55†

Form of Named Executive Officer Temporary Salary Reduction Letter

10-Q

001-38002

10.55

05/07/2020

10.56*†

2013 Long-Term Incentive Plan Form of Restricted Stock Units Agreement for Non-Employee Directors for 2020

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.~~

authorized.

/s/ JEAN-JACQUES CHARHON

Jean-Jacques Charhon

Executive Vice President and Chief Financial Officer

Date: August 6, 2020

/s/ TAL DARMON

Tal Darmon

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

and Global Corporate Controller

Date: August 6, 2020



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



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



	(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, 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



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