Legal Proceedings
−Removed: We are party to various claims and legal proceedings from time to time.
−Removed: Except as described below, we are not aware of any legal proceedings that we believe could have, individually or in the aggregate, a material adverse effect on our business, results of operations or financial condition.
−Removed: During 2010, we were notified by the Spanish Taxing Authorities (“STA”) (in this case, by the Regional Inspection Office of the Special Madrid Tax Unit) that an audit of some of our Spanish subsidiaries was being initiated for 2006 and 2007.
−Removed: On June 29, 2012, the STA issued a final assessment to Laureate Netherlands Holding B.V.
−Removed: (f/k/a Iniciativas Culturales de España, S.L.) (“ICE”), our former Spanish holding company, for approximately EUR 11.1 million ($13.5 million at December 31, 2021), including interest, for those two years based on its rejection of the tax deductibility of financial expenses related to certain intercompany acquisitions and the application of the Spanish ETVE regime.
−Removed: On July 25, 2012, we filed a claim with the Regional Economic-Administrative Court challenging this assessment, and, in the same month, we issued a cash-collateralized letter of credit for the assessment amount, in order to suspend the payment of the tax due.
−Removed: Further, in July 2013, we were notified by the STA (in this case, by the Central Inspection Office for Large Taxpayers) that an audit of ICE was also being initiated for 2008 through 2010.
−Removed: On October 19, 2015, the STA issued a final assessment to ICE for approximately EUR 17.2 million ($21.0 million at December 31, 2021), including interest, for those three years.
−Removed: We have appealed this assessment, and, in order to suspend the payment of the tax assessment until the court decision, we issued a cash-collateralized letter of credit for the assessment amount plus interest and surcharges.
−Removed: We believe that the assessments in this case are without merit and intend to defend vigorously against them.
−Removed: During the second quarter of 2016, we were notified by the STA that tax audits of the Spanish subsidiaries were also being initiated for 2011 and 2012.
−Removed: Also during the second quarter of 2016, the Regional Administrative Court issued a decision against the Company on its appeal.
−Removed: The Company has further appealed at the Highest Administrative Court level, which appeal has been rejected.
−Removed: The Company has appealed both decisions to the National Court.
−Removed: In July 2017, we were notified by the STA that tax audits of the Spanish subsidiaries for 2011 and 2012 were being extended to include 2013.
−Removed: In the first quarter of 2018, we made payments to the STA totaling EUR 29.6 million (approximately $36.1 million at December 31, 2021) in order to reduce the amount of future interest that could be incurred as the appeals process continues.
−Removed: The payments were made using cash that collateralized the letters of credit discussed above.
−Removed: In October of 2018, the STA issued a final assessment to our Spanish holding company for the 2011 through 2013 period of approximately EUR 4.1 million ($5.0 million at December 31, 2021).
−Removed: As of December 31, 2021, the Company has posted a cash-collateralized letter of credit for the assessment, plus a surcharge.
−Removed: The Company has appealed this assessment to the Highest Administrative Court.
−Removed: In May 2019, a new tax audit was opened for fiscal years 2014-2015 for corporate income tax based on the STA’s rejection of the tax deductibility of financial expenses related to the same intercompany acquisitions as the previous tax audits.
−Removed: ICE received the final assessment on January 27, 2020, in which the STA rejected the allegation writ submitted by ICE and confirmed the assessment issued by the tax audit, amounting to approximately EUR 4.3 million ($5.3 million at December 31, 2021).
−Removed: ICE intends to appeal the referred assessment before the Administrative Central Court, and, in order to do so, ICE has posted a cash-collateralized letter of credit of approximately EUR 4.3 million ($5.3 million at December 31, 2021).
−Removed: On July 22, 2021, the Spanish National Court issued a decision on our appeal regarding the STA audits of ICE for the fiscal years 2006-2007 and 2008-2010.
−Removed: Based on our understanding of the decision, the matter is not yet resolved in favor of either us or the STA.
−Removed: During the third quarter of 2021, both the Company and the STA appealed the Spanish National Court decision.
−Removed: The Spanish Supreme Court to date has not yet ruled on whether or not the appeals will be considered.
−Removed: During the fourth quarter of 2021, we made payments to the STA totaling approximately $9.3 million for the final assessments that were issued in October 2018 and January 2020.
+Added: Our former Spanish holding company, Laureate Netherlands Holding B.V.
+Added: (f/k/a Iniciativas Culturales de España, S.L.), has been subject to ongoing tax audits by the Spanish Taxing Authority (“STA”), resulting in the issuance of final assessments based on the STA’s rejection of the tax deductibility of financial expenses related to certain intercompany acquisitions.
+Added: Accordingly, we have paid assessments totaling approximately $40.8 million for tax years during the period 2006 to 2015.
+Added: We have filed various appeals of the assessments, which have been rejected.
+Added: However, a decision is still pending with respect to the STA’s appeal to the Spanish Supreme Court on these issues, which the Company believes will provide resolution of the relevant issues raised in the Company’s objections to the assessments.
+Added: The Company does not expect that this matter will have a material effect on its consolidated financial statements.
Mine Safety Disclosures
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.