What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-02-22 compared with 2023-02-23 · 214 added, 367 removed, 1202 unchanged (33% of the section changed)

43 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Certain Reserves for Uncertain Tax Positions

As described in Notes 2 and 13 to the consolidated financial statements, the Company’s reserves for uncertain tax positions were $284.9 million as of December 31, 2022.

Certain reserves for uncertain tax positions represent a portion of the consolidated balance.

A tax position must meet a minimum probability threshold before a financial statement benefit is recognized.

The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position and having full knowledge of all relevant information.

This involves the use of significant estimates and assumptions by management with respect to the potential outcome of positions taken on tax returns that may be reviewed by tax authorities.

The principal considerations for our determination that performing procedures relating to certain reserves for uncertain tax positions is a critical audit matter are (i) the significant judgment by management when determining certain reserves for uncertain tax positions;

(ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s determination of certain reserves for uncertain tax positions;

(iii) the evaluation of audit evidence available to support certain reserves for uncertain tax positions is complex and resulted in significant auditor judgment as the nature of the evidence is often highly subjective, and (iv) the audit effort involved the use of professionals with specialized skill and knowledge.

Revenue recognition

As described in Notes 2 and 3 to the consolidated financial statements, the Company’s revenue was $1,484.3 million for the year ended December 31, 2023.

The Company’s revenues primarily consist of tuition and educational services revenues.

Other revenues, such as revenues from student fees and other education-related activities, are less material to the 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 the Company’s customers, in an amount that reflects the consideration that management expects to be entitled to in exchange for those goods or services.

These revenues are recognized net of scholarships and other discounts, refunds and waivers.

The principal consideration for our determination that performing procedures relating to revenue recognition is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the recognition of reserves for uncertain tax positions.

These procedures also included, among others, (i) testing the information used in the calculation of certain reserves for uncertain tax positions, such as international and federal filing positions, and the related final tax returns;

(ii) testing the calculation of certain reserves for uncertain tax positions;

and (iii) evaluating management’s assessment of the technical merits of tax positions and estimates of the amount of tax benefit expected to be sustained, as well as the likelihood of the possible outcome.

Professionals with specialized skill and knowledge were used to assist in evaluating the amount of potential benefit to be realized and the application of relevant tax laws.

These procedures included testing the effectiveness of controls relating to the revenue recognition process.

These procedures also included, among others, (i) testing the completeness, accuracy, and occurrence of revenue recognized for samples of revenue transactions by obtaining and inspecting source documents, such as student contracts and registration, transcripts, the universities’ academic calendar and academic catalogue, and subsequent cash receipts, where applicable;

(ii) testing samples of outstanding student balances as of December 31, 2023 by obtaining and inspecting subsequent cash receipts and for balances not paid, obtaining and inspecting source documents, such as student contracts and registration and transcripts, where applicable;

and (iii) testing deferred revenue, on a sample basis, by obtaining and inspecting source documents, such as student contracts and registration and the academic calendar, where applicable.

/s/ PricewaterhouseCoopers LLP

15 unchanged sentences

Interest expense ( 20,986 ) ( 16,418 ) ( 46,275 )

Loss on debt extinguishment — ( 77,940 ) ( 610 )

Loss on derivatives, net — ( 24,517 ) ( 25,980 )

Other income (expense), net 770 ( 1,695 ) ( 2,420 )

Other (expense) income, net ( 325 ) 770 ( 1,695 )

Foreign currency exchange (loss) gain, net ( 75,702 ) ( 17,444 ) 13,791

Gain (loss) on disposals of subsidiaries, net 3,567 1,364 ( 602 )

Loss on debt extinguishment — — ( 77,940 )

Loss on derivatives, net — — ( 24,517 )

Income (loss) from continuing operations before income taxes and equity in net income of affiliates 254,461 245,851 ( 137,507 )

Income tax (expense) benefit ( 185,391 ) ( 145,573 ) 130,069

Income tax expense ( 137,603 ) ( 185,391 ) ( 145,573 )

Equity in net income of affiliates, net of tax 171 258 —

Income (loss) from continuing operations 117,029 60,718 ( 283,080 )

Income (loss) from discontinued operations, net of tax benefit (expense) of $ 508 , $( 234,326 ) and $( 114,257 ), respectively

(Loss) income from discontinued operations, net of tax benefit (expense) of $ 0 , $ 508 and $( 234,326 ), respectively

( 9,762 ) 8,260 486,865

Net income (loss) 68,978 203,785 ( 618,702 )

Net income 107,267 68,978 203,785

Net loss (income) attributable to noncontrolling interests 323 595 ( 11,339 )

Net income (loss) attributable to Laureate Education, Inc.

Net income attributable to Laureate Education, Inc.

$ 107,590 $ 69,573 $ 192,446

Basic earnings (loss) per share:

Basic earnings per share:

Income (loss) from continuing operations $ 0.75 $ 0.37 $ ( 1.56 )

Income (loss) from discontinued operations 0.05 2.57 ( 1.40 )

Basic earnings (loss) per share $ 0.42 $ 1.01 $ ( 2.93 )

Diluted earnings (loss) per share:

(Loss) income from discontinued operations ( 0.06 ) 0.05 2.57

Basic earnings per share $ 0.69 $ 0.42 $ 1.01

Diluted earnings per share:

Income (loss) from continuing operations $ 0.74 $ 0.36 $ ( 1.56 )

Income (loss) from discontinued operations 0.05 2.57 ( 1.40 )

Diluted earnings (loss) per share $ 0.41 $ 1.01 $ ( 2.93 )

(Loss) income from discontinued operations ( 0.06 ) 0.05 2.57

Diluted earnings per share $ 0.68 $ 0.41 $ 1.01

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

3 unchanged sentences

For the years ended December 31, 2023 2022 2021

Net income (loss) $ 68,978 $ 203,785 $ ( 618,702 )

Net income $ 107,267 $ 68,978 $ 203,785

Other comprehensive income (loss):

4 unchanged sentences

Total other comprehensive income 170,283 77,793 421,770

Comprehensive income (loss) 146,771 625,555 ( 486,075 )

Comprehensive income 277,550 146,771 625,555

Net comprehensive loss (income) attributable to noncontrolling interests 320 582 ( 11,327 )

Comprehensive income (loss) attributable to Laureate Education, Inc.

Comprehensive income attributable to Laureate Education, Inc.

$ 277,870 $ 147,353 $ 614,228

14 unchanged sentences

Prepaid expenses and other current assets 19,284 19,445

Current assets held for sale 889 —

Total current assets 224,407 226,199

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Current portion of long-term debt and finance leases 52,828 56,184

Income taxes liabilities 38,738 38,705

Income taxes payable 40,204 38,738

Other current liabilities 22,714 17,587

12 unchanged sentences

Preferred stock, par value $ 0.001 per share – 50,000 shares authorized and no shares issued and outstanding as of December 31, 2023 and December 31, 2022

Common stock, par value $ 0.004 per share – 700,000 shares authorized, 230,779 shares issued and 157,013 shares outstanding as of December 31, 2022 and 228,831 shares issued and 180,611 shares outstanding as of December 31, 2021

Common stock, par value $ 0.004 per share – 700,000 shares authorized, 157,586 shares issued and outstanding as of December 31, 2023 and 230,779 shares issued and 157,013 shares outstanding as of December 31, 2022

Additional paid-in capital 1,179,721 2,204,755

17 unchanged sentences

Balance at December 31, 2020 115,119 $ 548 90,792 $ 363 — — $ 3,760,029 $ ( 176,822 ) $ ( 941,986 ) $ ( 365,316 ) $ ( 12,882 ) $ 2,263,934

Non-cash stock compensation — — — — — — 13,298 — — — — 13,298

Conversion of Class B shares to Class A shares 39 — ( 39 ) — — — — — — — — —

Purchase of treasury stock at cost ( 6,035 ) — — — — — — — — ( 94,210 ) — ( 94,210 )

Exercise of stock options and vesting of restricted stock and restricted stock units, net of shares withheld to satisfy tax withholding 1,540 6 — — — — 24,556 — — — — 24,562

Change in noncontrolling interests — — — — — — ( 2,610 ) — — — 3,471 861

Accretion of redeemable noncontrolling interests and equity — — — — — — 149 — — — — 149

Reclassification of redeemable noncontrolling interests and equity — — — — — — — — — — 1,198 1,198

Net loss — — — — — — — ( 613,331 ) — — ( 5,371 ) ( 618,702 )

Foreign currency translation adjustment, net of tax of $ 0

— — — — — — — — 133,195 — 632 133,827

Minimum pension liability adjustment, net of tax of $ 0

— — — — — — — — ( 1,200 ) — — ( 1,200 )

Balance at December 31, 2020 115,119 $ 548 90,792 $ 363 — — $ 3,760,029 $ ( 176,822 ) $ ( 941,986 ) $ ( 365,316 ) $ ( 12,882 ) $ 2,263,934

Entity restructuring adjustment — — — — — — — ( 101 ) — — — ( 101 )

18 unchanged sentences

Laureate Education, Inc.

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

Common Stock Additional paid-in capital Retained earnings (accumulated deficit)

Accumulated other comprehensive (loss) income Treasury stock at cost Non-controlling interests Total stockholders' equity

Shares Amount

12 unchanged sentences

Balance at December 31, 2022

157,013 $ 923 $ 2,204,755 $ 39,244 $ ( 442,424 ) $ ( 1,026,272 ) $ ( 1,869 ) $ 774,357

Non-cash stock compensation — — 7,114 — — — — 7,114

Exercise of stock options and vesting of restricted stock and restricted stock units, net of shares withheld to satisfy tax withholding 573 2 ( 270 ) — — — — ( 268 )

Retirement of treasury stock ( 295 ) ( 1,025,977 ) — — 1,026,272 — —

Special cash dividend and equitable adjustments to stock-based compensation awards — — ( 5,917 ) ( 104,972 ) — — — ( 110,889 )

Change in noncontrolling interests — — 16 — — — ( 140 ) ( 124 )

Net income — — — 107,590 — — ( 323 ) 107,267

Foreign currency translation adjustment, net of tax of $ 0

— — — — 170,198 — 3 170,201

Minimum pension liability adjustment, net of tax of $ 206

— — — — 82 — — 82

Balance at December 31, 2023

157,586 $ 630 $ 1,179,721 $ 41,862 $ ( 272,144 ) $ — $ ( 2,329 ) $ 947,740

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

4 unchanged sentences

Cash flows from operating activities

Net income (loss) $ 68,978 $ 203,785 $ ( 618,702 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net income $ 107,267 $ 68,978 $ 203,785

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization expense 69,618 59,132 101,178

1 unchanged sentence

Loss on impairment of assets 3,073 144 73,756

Gain on sales and disposal of subsidiaries, property and equipment and leases, net ( 11,146 ) ( 609,529 ) ( 22,756 )

Loss on derivative instruments — 24,517 25,980

Payments for settlement of derivative contracts — — ( 626 )

Loss on debt extinguishment — 77,999 610

Loss (gain) on sales and disposal of subsidiaries, property and equipment and leases, net 9,603 ( 11,146 ) ( 609,529 )

Non-cash interest expense 1,018 1,591 6,761

Interest paid on deferred purchase price for acquisitions — — ( 3,969 )

Non-cash share-based compensation expense 7,114 8,776 10,172

3 unchanged sentences

Non-cash loss from non-income tax contingencies — 743 12,150

Payments for lease settlements — ( 46,804 ) —

Other, net 283 6,086 1,106

Loss on derivative instruments — — 24,517

Loss on debt extinguishment — — 77,999

Payments for lease settlements — — ( 46,804 )

Changes in operating assets and liabilities:

10 unchanged sentences

Settlement of derivatives related to sale of discontinued operations and net investment hedge — — ( 50,341 )

Other, net — — ( 7 )

Net cash provided by investing activities 30,346 2,044,192 587,400

Net cash (used in) provided by investing activities ( 51,918 ) 30,346 2,044,192

Cash flows from financing activities

1 unchanged sentence

Payments on long-term debt ( 243,438 ) ( 433,705 ) ( 942,030 )

Payments of deferred purchase price for acquisitions — — ( 5,680 )

Payments to purchase noncontrolling interests ( 123 ) — —

Payments of special cash distributions, dividend, and dividend equivalent rights ( 253,188 ) ( 1,374,855 ) —

Payments of special dividends, special cash distributions, and dividend equivalent rights ( 112,478 ) ( 253,188 ) ( 1,374,855 )

Proceeds from exercise of stock options 2,308 13,216 3,411

1 unchanged sentence

Withholding of shares to satisfy tax withholding for vested stock awards and exercised stock options ( 623 ) ( 1,994 ) ( 2,769 )

Payments of call premiums and debt issuance costs — ( 32,980 ) ( 779 )

Distributions to noncontrolling interest holders — — ( 609 )

Payment of debt issuance costs ( 1,306 ) — ( 32,980 )

Net cash used in financing activities ( 201,888 ) ( 461,569 ) ( 2,683,235 )

42 unchanged sentences

Assets and liabilities are translated into USD using the period-end spot foreign exchange rates.

Income and expenses are translated at the weighted-average exchange rates in

effect during the period.

Income and expenses are translated at the weighted-average exchange rates in effect during the period.

Equity accounts are translated at historical exchange rates.

The effects of these translation adjustments are reported as a component of Accumulated other comprehensive income (loss) included in the Consolidated Statements of Stockholders’ Equity.

The effects of these translation adjustments

are reported as a component of Accumulated other comprehensive income (loss) included in the Consolidated Statements of Stockholders’ Equity.

In the past, Laureate has had certain intercompany loans that were deemed to have the characteristics of a long-term investment.

That is, the settlement of the intercompany loan was not planned or anticipated in the foreseeable future.

Transaction gains and losses related to these types of loans are recorded as a component of Accumulated other comprehensive income (loss) included in the Consolidated Statements of Stockholders’ Equity.

Transaction gains and losses related to these types of loans were recorded as a component of Accumulated other comprehensive income (loss) included in the Consolidated Statements of Stockholders’ Equity.

Transaction gains and losses related to all other intercompany loans are included in Foreign currency exchange gain (loss), net in the Consolidated Statements of Operations.

3 unchanged sentences

Restricted Cash

Restricted cash includes cash equivalents held as assets for a supplemental employment retention agreement for a former executive and, in 2021, cash equivalents held to collateralize letters of credit.

Restricted cash includes cash equivalents held as assets for a supplemental employment retention agreement for a former executive.

In addition, Laureate may at times have restricted cash in escrow or otherwise have cash that is not available for use in current operations.

64 unchanged sentences

This ASU requires entities to calculate goodwill impairment as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.

Under the updated guidance, the Company continues to have the option of first performing a qualitative goodwill impairment assessment (i.e., step zero) in order to determine if the quantitative impairment test is necessary.

The requirement to perform a qualitative assessment for a reporting unit with a zero or negative carrying amount is eliminated.

Based on the qualitative assessment, if we determine that it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, the quantitative impairment test is not required.

19 unchanged sentences

Indefinite-lived tradenames are evaluated annually as of October 1st each year for impairment as well as on an interim basis if events or changes in circumstances between annual tests indicate that the asset may be impaired.

The impairment test for indefinite-lived intangible assets generally requires a new determination of the fair value of the intangible asset using the relief-from-royalty method.

The Company has the option of first performing a qualitative impairment test to determine if a quantitative impairment test is necessary.

Based on the qualitative assessment, if we determine that it is more likely than not that the fair value of the indefinite-lived intangible is greater than its carrying amount, the quantitative impairment test is not required.

If required, the quantitative impairment test for indefinite-lived tradenames generally requires a new determination of the fair value of the intangible asset using the relief-from-royalty method.

If the fair value of the intangible asset is less than its carrying value, the intangible asset is adjusted to its new estimated fair value, and an impairment loss is recognized.

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Share-based Compensation

Share-based compensation expense is based on the grant-date fair value estimated in accordance with the provisions of ASC 718, “Compensation – Stock Compensation.” Laureate recognizes share-based compensation expense, less estimated forfeitures, on a straight-line basis over the requisite service period for time-based awards and graded vesting basis for performance-based awards.

Laureate estimates forfeitures based on historical activity, expected employee turnover, and other qualitative factors which are adjusted for changes in estimates and award vesting.

2 unchanged sentences

This option valuation model requires the use of subjective assumptions, including the estimated fair value of the underlying common stock, the expected stock price volatility, and the expected term of the option.

Prior to the IPO, the estimated fair value of the underlying common stock was based on third-party valuations.

After our IPO, the estimated fair value of the underlying common stock is based on the closing price of our common stock on the grant date.

Because we have only been publicly traded since February 2017, our volatility estimates are based on an average of:

The estimated fair value of the underlying common stock is based on the closing price of our common stock on the grant date.

Because we have only been publicly traded since February 2017, our volatility estimates for all previously granted stock options were based on an average of:

(1) a peer group of companies and (2) Laureate's historical volatility.

We estimate the expected term of awards to be the weighted average mid-point between the vesting date and the end of the contractual term.

We use this method to estimate the expected term because we do not have sufficient historical exercise data.

During the years ended,December 31, 2022, 2021, and 2020, Laureate has granted restricted stock, restricted stock units, and performance awards for which the vesting is based on annual performance metrics of the Company.

We used this method to estimate the expected term because we did not have sufficient historical exercise data.

There were no stock options granted in 2023, 2022 and 2021.

During the years ended December 31, 2023, 2022, and 2021, Laureate has granted, restricted stock units, and performance awards for which the vesting is based on annual performance metrics of the Company.

For interim periods, we use our year-to-date actual results, financial forecasts, and other available information to estimate the probability of the award vesting based on the performance metrics.

9 unchanged sentences

We earn substantially all of our income from subsidiaries located in countries outside the United States.

Deferred tax liabilities have not been recognized for undistributed historical foreign earnings because management believes that the historical retained earnings will be indefinitely reinvested outside the United States under the Company's planned tax-neutral methods.

Deferred tax liabilities have not been recognized for undistributed historical foreign earnings that would be subject to tax because management believes that the historical retained earnings will be indefinitely reinvested outside the United States under the Company's planned tax-neutral methods.

Our assertion that earnings from our foreign operations will be indefinitely reinvested is supported by projected working capital and long-term capital plans in each foreign subsidiary location in which the earnings are generated.

4 unchanged sentences

Laureate accrues for contingent obligations when it is probable that a liability has been incurred and the amount or range of amounts is reasonably estimable.

As new facts become known to management, the assumptions related to a contingency are

reviewed and adjustments are made, as necessary.

As new facts become known to management, the assumptions related to a contingency are reviewed and adjustments are made, as necessary.

Any legal costs incurred related to contingencies are expensed as incurred.

Recently Adopted Accounting Standards

Accounting Standards Update (ASU) No.

2020-04 (ASU 2020-04), Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting

In March 2020, the Financial Accounting Standards Board (FASB) issued ASU 2020-04 which provides optional expedients for a limited period of time for accounting for contracts, hedging relationships, and other transactions affected by the London Interbank Offered Rate (LIBOR) or other reference rates expected to be discontinued.

Specifically, to the extent the Company's debt and other agreements are modified to replace LIBOR with another interest rate index, ASU 2020-04 will permit the Company to account for the modification as a continuation of the existing contract without additional analysis.

These optional expedients can be applied from March 2020 through December 31, 2022 on a prospective basis.

In December 2022, the FASB issued ASU No.

2022-06, Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848, to extend the period the optional expedients can be applied from December 31, 2022 to December 31, 2024.

During the fourth quarter of 2022, the Company adopted the optional relief guidance provided under ASU 2020-04 in connection with the amendment of our revolving credit facility.

The amendment was done in response to the planned phase out of LIBOR and the only contractual change was to update the reference rate from LIBOR to the Secured Overnight Financing Rate (SOFR).

See Note 8, Debt, for further discussion.

There was no material impact to our consolidated financial statements during the year ended December 31, 2022 as a result of adoption of this standard.

Recently Issued Accounting Standards Not Yet Adopted

Accounting Standards Update (ASU) ASU No.

2023-07 (ASU 2023-07), Segment Reporting (Topic 280);

Improvements to Reportable Segment Disclosures

In November 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-07 in order to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories and amounts for each reportable segment.

The new guidance is effective for the Company's 2024 year-end financial statements and should be adopted retrospectively unless impracticable.

The guidance does not affect recognition or measurement in the Company's Consolidated Financial Statements.

2023-09 (ASU 2023-09), Income Taxes (Topic 740);

Improvements to Income Tax Disclosure

In December 2023, the FASB issued ASU 2023-09, with the objective of improving the transparency of income tax disclosures by requiring:

(1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

The new requirements will be effective for the Company's 2025 year-end financial statements and will be applied on a prospective basis with the option to apply the standard retrospectively.

The guidance does not affect recognition or measurement in the Company's Consolidated Financial Statements.

Revenue Recognition

11 unchanged sentences

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

We assess collectibility on a portfolio basis prior to recording revenue.

We assess collectability 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.

54 unchanged sentences

Discontinued Operations and Assets Held for Sale

Discontinued Operations

As discussed in Note 1, Description of Business, the Company's principal markets are Mexico and Peru .

All other markets have been divested.

The divestitures were completed in 2021.

In 2022 and 2023, the Company recorded certain adjustments to sale price and estimates of contingent items.

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

6 unchanged sentences

Other non-operating expense — — ( 22,288 )

Gain on sale of discontinued operations before taxes, net 7,752 636,172 25,048

Pretax income (loss) of discontinued operations 7,752 721,191 ( 183,847 )

(Loss) gain on sale of discontinued operations before taxes, net ( 9,762 ) 7,752 636,172

Pretax (loss) income of discontinued operations ( 9,762 ) 7,752 721,191

Income tax benefit (expense) — 508 ( 234,326 )

Income (loss) from discontinued operations, net of tax $ 8,260 $ 486,865 $ ( 298,104 )

(Loss) income from discontinued operations, net of tax $ ( 9,762 ) $ 8,260 $ 486,865

Operating cash flows of discontinued operations $ — $ — $ 39,544

1 unchanged sentence

Financing cash flows of discontinued operations $ — $ — $ ( 18,054 )

2021 Loss Recognized on Held-For-Sale Disposal Group

2021 Loss Recognized on Brazil Disposal Group

During the first quarter of 2021, the Company recorded a loss of approximately $ 32,400 related to the Brazil disposal group, which was classified as a Discontinued Operation, in order to write down the carrying value of those assets to their estimated fair value less costs to sell as of March 31, 2021, in accordance with ASC 360-10, “Impairment and Disposal of Long-lived Assets” (ASC 360-10).

2 unchanged sentences

See Note 5, Dispositions, for more information.

2020 Impairments and Losses Recognized on Held-For-Sale Disposal Groups

As described in Note 1, Description of Business, in January 2020, Laureate's Board of Directors authorized the Company to explore strategic alternatives for each of its businesses to unlock shareholder value.

As part of that process, the Company evaluated all potential options for its remaining businesses, including sales, spin-offs or business combinations.

During the second quarter of 2020, the Company received and considered information regarding the market valuation for control of its Chilean operations, which was both a reporting unit and an asset group.

In a divestiture scenario, this market feedback revealed 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 included uncertainties that market participants had 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.

These uncertainties 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 was less than its carrying value.

Accordingly, the Company performed an impairment test of the long-lived assets that were part of the Chile reporting unit.

Because Chile had not yet met the held-for-sale criteria as of June 30, 2020, 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 were not observable to active markets and were therefore deemed “Level 3” inputs in the fair value hierarchy.

As a result of the impairment test, 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 second quarter of 2020, as follows:

Goodwill and tradenames $ 238,400

Land and buildings 80,600

Other long-lived assets 36,500

Operating lease right-of-use assets, net 62,500

Total Chile impairment $ 418,000

In addition, the Company had recorded within stockholders’ equity, as a component of accumulated other comprehensive income, approximately $ 293,000 of accumulated foreign currency translation losses associated with the Chilean operations.

As discussed further in Note 5, Dispositions, the Company completed the divestiture of its Chilean operations during the third quarter of 2020 and, as a result, these accumulated foreign currency translation losses were recognized as part of the loss on sale.

During the second quarter of 2020, the Company recorded a loss of approximately $ 10,000 related to the Honduras disposal group, which was classified as a Discontinued Operation, in order to write down the carrying value of those assets to their estimated fair value at that time, in accordance with ASC 360-10.

During the third quarter of 2020, the Company recorded an additional loss of approximately $ 10,000 related to the Honduras disposal group, in order to adjust the carrying value of those assets to their estimated fair value based on the sale agreement for the institution that was signed in October 2020.

During the third quarter of 2020, the Company signed an agreement to sell its Brazil operations and, as a result, Brazil was classified as a Discontinued Operation for all periods presented.

In connection with this decision to sell Brazil, the Company recorded a loss of approximately $ 190,000 in order to write down the carrying value of the Brazil disposal group to its estimated fair value less costs to sell, as required by ASC 360-10.

The estimated fair value was based on an offer received from a market participant.

Because the held-for-sale criteria were met during the third quarter, the carrying value used to evaluate the Brazil business included the accumulated foreign currency translation losses associated with Brazil, resulting in this loss.

During the fourth quarter of 2020, the Company recorded an additional loss of approximately $ 15,000 in order to adjust the carrying value of the Brazil disposal group to its estimated fair value less costs to sell as of December 31, 2020.

During the second quarter of 2022, the Company completed the transfer of the remaining assets and liabilities of the Discontinued Operations that were classified as held for sale as of December 31, 2021, which resulted in a gain of approximately $ 4,300 .

The carrying amounts of the major classes of assets and liabilities that were classified as held for sale as of December 31, 2021 are presented in the following table:

Assets Held for Sale

During the second quarter of 2023, two of the Company’s subsidiaries that operate K-12 educational programs in Mexico met the criteria for classification as held for sale under ASC 360-10-45-9, “Long-Lived Assets Classified as Held for Sale.” The sale of the K-12 campuses is intended to allow the Mexico segment to focus on its core business.

The planned sale of this disposal group does not represent a strategic shift and therefore does not qualify for presentation as a discontinued operation in the Consolidated Financial Statements.

In addition, during 2023, two parcels of land at campuses in Mexico met the criteria for classification as held for sale under ASC 360-10-45-9, as did a parcel of land in the United States.

The assets and liabilities are recorded at the lower of their carrying values or their estimated fair values less costs to sell.

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

December 31, 2023 December 31, 2022

Assets of Discontinued Operations

Operating lease assets $ — $ 6,164

Assets Held for Sale

Cash and cash equivalents $ 502 $ —

Receivables, net 376 —

Property and equipment, net 6,310 —

Operating lease right-of-use assets, net 9,094 —

Other assets 11 —

Total assets held for sale $ 16,293 $ —

Liabilities of Discontinued Operations

Liabilities Held for Sale

Deferred revenue and student deposits $ 731 $ —

Operating leases, including current portion 9,214 —

Long-term debt, including current portion 859 —

Other liabilities 703 —

Total liabilities held for sale $ 11,507 $ —

2022 Receipt of Escrow Receivable from Sale of Walden

On August 12, 2021, pursuant to the Membership Interest Purchase Agreement (the Walden Purchase Agreement) with Adtalem Global Education Inc.

(the Walden Purchaser), the Company sold to the Walden Purchaser all of the issued and outstanding equity interest in Walden e-Learning, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (Walden), and its subsidiary, Walden University, LLC, a Florida limited liability company and an indirect wholly owned subsidiary of the Company (together with Walden, the Walden Group).

At the closing date of August 12, 2021, the Walden Purchaser paid an additional $ 74,000 of the sale transaction value into an escrow account, which was to be released in full or in part to the Company one year following the closing of the transaction pursuant to the terms and conditions of the escrow agreement.

On August 23, 2022, the Company received approximately $ 71,700 of the escrow amount.

2021 Dispositions

The long-term debt balance represents a finance lease for property.

Honduras Divestiture

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Under the transaction terms, additional consideration of $ 2,000 was paid into an escrow account at closing and, assuming certain conditions are met, will be released to the Company based on the following schedule:

50 % after 18 months, 25 % after 24 months and 25 % after 36 months.

During the third quarter of 2022, the Company received the first scheduled escrow payment of $ 1,000 .

50 % after 18 months, 25 % of the remaining escrow account after 24 months, and the remaining $ 750 after 36 months.

During the third quarter of 2022 and the first quarter of 2023, the Company received the first two scheduled escrow payments of $ 1,000 and $ 250 , respectively.

Receipt of Remaining Escrow Receivable from Sale of China Operations

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On August 12, 2021, the Company closed the transaction pursuant to the Membership Interest Purchase Agreement (the Walden Purchase Agreement), dated September 11, 2020, with Adtalem Global Education Inc., a Delaware corporation (the Walden Purchaser).

subsidiary of the Company (Walden), and its subsidiary, Walden University, LLC, a Florida limited liability company and an indirect wholly owned subsidiary of the Company (together with Walden, the Walden Group).

Pursuant to the Walden Purchase Agreement, the Company sold to the Walden Purchaser all of the issued and outstanding equity interest in Walden e-Learning, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (Walden), and its subsidiary, Walden University, LLC, a Florida limited liability company and an indirect wholly owned subsidiary of the Company (together with Walden, the Walden Group).

The cash proceeds received, net of cash sold, transaction fees, and certain closing adjustments, were approximately $ 1,403,500 .

Also, at the closing date of August 12, 2021, the Walden Purchaser paid an additional $ 74,000 of the sale transaction value into an escrow account, which was to be released in full or in part to the Company one year following the closing of the transaction pursuant to the terms and conditions of the escrow agreement.

As described above, on August 23, 2022, the Company received approximately $ 71,700 of the escrow amount.

On August 23, 2022, the Company received approximately $ 71,700 of the escrow amount.

In addition, approximately $ 83,600 of restricted cash that related to collateralized regulatory obligations was released during the fourth quarter of 2021.

The Company recognized a pre-tax gain on the sale of approximately $ 619,400 , as well as estimated tax expense of approximately $ 278,000 .

In 2021, the Company recognized a pre-tax gain on the sale of approximately $ 619,400 , as well as estimated tax expense of approximately $ 278,000 .

The gain included the derecognition of the carrying value of Walden as well as a working capital settlement that was completed during the fourth quarter of 2021 and is included in Income (loss) from discontinued operations, net of tax in the Consolidated Statement of Operations for the year ended December 31, 2021.

Under the Walden Purchase Agreement, the Company agreed to indemnify the Walden Purchaser under certain circumstances.

In January 2024, the Walden Purchaser made a claim under these indemnification provisions and the Company expects to pay $ 5,500 to the Walden Purchaser.

Accordingly, as of December 31, 2023, the Company has recorded a liability for this amount through loss on sale of discontinued operations, as it represents an adjustment to the sale price of the Walden Group.

Collection of Note Receivable from Divestiture of Chilean Operations

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In September 2021, the Company collected this receivable.

2020 Dispositions

Sale of Costa Rica Operations

On January 10, 2020, Laureate International B.V., a Netherlands private limited liability company (Laureate International), an indirect, wholly owned subsidiary of the Company, entered into, and consummated the transactions contemplated by, an Equity Purchase Agreement (the Costa Rica Agreement) with SP Costa Rica Holdings, LLC, a Delaware limited liability company (the Costa Rica Buyer).

Pursuant to the Agreement, the Costa Rica Buyer purchased from Laureate International (i) all of the equity units of Education Holding Costa Rica, S.R.L., which owned, directly or indirectly, all of the equity units of Lusitania S.R.L., Universidad ULatina, S.R.L.

(ULatina) and Universidad Americana UAM, S.R.L.

(collectively, Laureate Costa Rica) and (ii) a note due from ULatina to Laureate International.

Consideration for the transaction 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.

The relevant performance metrics were not met, and accordingly the Company did not receive any additional proceeds.

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 2019, the Company recorded a loss of approximately $ 25,000 on the held-for-sale Costa Rica disposal group, in order to write down the carrying value of those assets to their estimated fair value, per ASC 360-10.

Upon completion of the sale in January 2020 and after including the working capital adjustment, the Company recognized additional pre-tax loss of approximately $ 18,600 , which related to subsequent changes in net carrying values and is included in Income (loss) from discontinued operations, net of tax on the Consolidated Statement of Operations for the year ended December 31, 2020.

The Costa Rica Buyer was controlled by certain affiliates of Sterling Capital Partners II, L.P.

(Sterling II).

Previously, Sterling II had the right to designate a director to the Laureate Board of Directors pursuant to a securityholders agreement, and Steven Taslitz served as the Sterling-designated director.

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.

Sale of NewSchool of Architecture and Design, LLC (NSAD)

On March 6, 2020, the Company 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, sold 100 % of the outstanding membership interests of NSAD to Ambow NSAD, Inc.

and Ambow Education Holding, Ltd.

(the NSAD Buyers) for a purchase price of one dollar, subject to certain adjustments.

NSAD is a higher education institution located in California that offers undergraduate and graduate degrees and non-degree certificates in design and construction management.

Under the terms of the agreement, the Company agreed to pay subsidies to the NSAD Buyers totaling approximately $ 7,300 , of which all but $ 2,800 was settled at the closing date.

The remaining subsidy of $ 2,800 was being paid to the NSAD Buyers ratably on a quarterly

basis over the next four years .

During the fourth quarter of 2021, the Company and the NSAD Buyers reached an agreement to offset the subsidy amount that remained at that time with amounts that the NSAD Buyers owed to the Company, resulting in a net payment to the NSAD Buyers of approximately $ 625 .

During 2020, the Company recognized a pre-tax loss on the sale of approximately $ 5,900 , which is included in Income (loss) from discontinued operations, net of tax on the Consolidated Statement of Operations for the year ended December 31, 2020.

Divestiture of Chilean Operations

On September 10, 2020, Laureate International and Laureate I, B.V., each a Netherlands private limited liability company (together, the LDES Sellers), and Servicios Regionales Universitarios LE, S.C., a Mexican company (sociedad civil) (together with the LDES Sellers, the Controlling Entities), all of which are indirect, wholly owned subsidiaries of the Company, entered into a Master Agreement (the Chile Agreement) with Fundación Educación y Cultura, a Chilean non-for-profit foundation (the Chile Buyer).

Pursuant to the Chile Agreement, as of September 11, 2020, Laureate completed the divestiture of its operations in Chile through the transfer of control of its not-for-profit institutions, Universidad Andrés Bello, Universidad de Las Américas and Universidad Viña del Mar, to the Chile Buyer, and the sale of its for-profit operations, which includes the sale of Instituto Profesional AIEP to Universidad Andrés Bello.

The not-for-profit institutions were consolidated by Laureate under the variable interest entity model.

The cash proceeds received at closing, prior to transaction fees, were approximately $ 195,300 .

In addition, the purchase price included a note receivable of $ 21,500 that was payable one year from the date of divestiture and was subsequently collected by the Company in September 2021, as noted above.

At the closing date, the Chilean operations had a cash balance (cash sold) of approximately $ 288,000 that was transferred to the Chile Buyer as part of the transaction.

This divestiture resulted in a pre-tax loss of approximately $ 338,200 , which related primarily to the accumulated foreign currency translation losses associated with the Chilean operations.

The loss is recorded in Income (loss) from discontinued operations, net of tax in the Consolidated Statements of Operations for the year ended December 31, 2020.

As discussed in Note 4, Discontinued Operations and Assets Held for Sale, 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 the Chilean operations, in order to write down the carrying value of the Chilean operations assets to its estimated fair value.

Inti Education Holdings Sdn.

(Inti Holdings)

On February 28, 2020, Exeter Street Holdings Sdn.

Bhd., a 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.

(the Malaysia Purchaser Guarantor).

Pursuant to the Malaysia Sale Agreement, the Malaysia Purchaser would 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 would guarantee certain obligations of the Malaysia Seller and the Malaysia Purchaser’s Guarantor would guarantee certain obligations of the Malaysia Purchaser.

Inti Holdings was the indirect owner of INTI University and Colleges, a higher education institution with five 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 was a precondition to the closing of the transaction under the Malaysia Sale Agreement.

The sale of Inti Holdings was completed on September 29, 2020.

The total purchase price, including the payment to the minority owner, was $ 140,000 .

The closing of the transaction was subject to customary closing conditions, including approval by regulators in Malaysia.

At the time of the signing of the Malaysia Sale Agreement in February 2020, the Malaysia Purchaser paid to the Malaysia Seller a cash deposit of $ 5,000 , which the Company initially recorded as a liability pending the closing of the sale, and which was recognized as part of the gain on sale upon the closing of the transaction in September 2020.

The cash proceeds received, prior to transaction fees and net of approximately $ 19,500 of cash sold, were approximately $ 116,300 and are included in Receipts from sales of discontinued operations, net of cash sold, property and equipment within investing activities in the Consolidated Statement of Cash Flows for the year ended December 31, 2020.

In addition, the Malaysia Purchaser withheld $ 4,200 for taxes that the Company collected in February 2021.

The payment to the minority owner for their 10.10 % interest in Inti Holdings, which totaled approximately $ 13,700 , was made in early October 2020.

An additional $ 420 , which represented the minority owner’s share of the taxes that were withheld as noted above, was paid to the minority owner following receipt by the Company.

The Company recognized a pre-tax gain on sale of approximately $ 47,900 , which is included in Income (loss) from discontinued operations in the Consolidated Statements of Operations for the year ended December 31, 2020.

Divestiture of Turkey Operations:

Receipt of Portion of Deferred Consideration

In August 2019, the Company completed the divestiture of its operations in Turkey.

The total consideration included a deferred payment of $ 15,000 in the form of an instrument that was payable one year after closing.

At the time of the divestiture, the Company determined that this deferred amount would be recognized if collected.

Subsequently, the Company received a total of $ 11,436 in settlement of the deferred consideration and settlement of all future claims.

Australia and New Zealand Operations

On July 29, 2020, LEI AMEA Investments B.V., a Netherlands private limited liability company (the ANZ Seller), an indirect, wholly owned subsidiary of the Company, and the Company, solely as guarantor of certain of the ANZ Seller’s obligations thereunder, entered into a Sale and Purchase Agreement (the ANZ Purchase Agreement) with SEI Newco Inc., a Delaware corporation (the ANZ Purchaser), and Strategic Education, Inc., a Maryland corporation (the ANZ Purchaser’s Guarantor).

Pursuant to the ANZ Purchase Agreement, the ANZ Seller agreed to sell to the ANZ Purchaser all of the issued and outstanding shares in the capital of (i) LEI Higher Education Holdings Pty Ltd, an Australian private company and the direct owner of Torrens University Australia, (ii) LEI Australia Holdings Pty Ltd, an Australian private company and the indirect owner of Think Education, (iii) LESA Education Services Holdings Pty Ltd, an Australian private company, and (iv) LEI New Zealand, a 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 closing of the transaction occurred on November 3, 2020, following completion of the required regulatory approvals and other customary closing conditions.

The proceeds received, net of cash sold and transaction fees, were approximately $ 624,200 .

The Company recognized a pre-tax gain on sale of approximately $ 555,800 , which is included in Income (loss) from discontinued operations, net of tax, in the Consolidated Statements of Operations for the year ended December 31, 2020.

Campus Guadalajara Norte Sale

In November 2020, an agreement was signed between Universidad del Valle de Mexico, SC (UVM) and Grupo Dalton for the sale of the land and buildings of Campus Guadalajara Norte, after a decision was made to relocate all students from the Campus Guadalajara Norte to the nearby Campus Zapopan in Jalisco, Mexico.

The total purchase price was approximately $ 13,900 , prior to transaction fees.

In 2020, the Company received approximately $ 7,000 of the total purchase price, and the remaining balance was collected in November 2021.

The Company recognized a pre-tax operating gain on the sale of this property and equipment of approximately $ 5,800 , which is included in Direct costs in the Consolidated Statements of Operations for the year ended December 31, 2020.

Business and Geographic Segment Information

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We compete with other private higher education institutions on the basis of price, educational quality, reputation and location.

We believe that we compare favorably with competitors because of our focus on quality, professional-oriented curriculum and the competitive advantages provided by our network.

We believe that we compare favorably with competitors because of our focus on quality, professional-

oriented curriculum and the competitive advantages provided by our network.

There are a number of private and public institutions in both of the countries in which we operate, and it is difficult to predict how the markets will evolve and how many competitors there will be in the future.

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In Peru, private universities are increasingly providing the capacity to meet growing demand in the higher-education market.

Laureate owns three institutions in Peru.

Laureate owns three institutions in Peru, with a footprint of 19 campuses.

As discussed in Note 1, Description of Business, and Note 4, Discontinued Operations and Assets Held for Sale, in prior periods, a number of our subsidiaries met the requirements to be classified as Discontinued Operations and were subsequently sold.

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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 disposals of subsidiaries, net, Foreign currency exchange (loss) gain, net, Other income (expense), net, Loss on derivatives, net, 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.

Loss on derivatives, net, Loss on debt extinguishment, Gain (loss) on disposals of subsidiaries, net, Foreign currency exchange (loss) gain, net, Other (expense) income, net, 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.

Our EiP initiative was completed as of December 31, 2021, except for certain EiP expenses related to the run out of programs that began in prior periods.

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It included the establishment of regional shared services organizations (SSOs), as well as improvements to the Company's system of internal controls over financial reporting.

The EiP initiative also included other back- and mid-office areas, as well as certain student-facing activities, expenses associated with streamlining the organizational structure, an enterprise-wide program aimed at revenue growth, and certain non-recurring costs incurred in connection with the dispositions that are described in Note 5, Dispositions.

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.

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Expenditures for long-lived assets 23,121 19,029 2,895 45,045

In order to reconcile to total consolidated assets as of December 31, 2022 and 2021 in the table above, assets held for sale related to Discontinued Operations of $ 0 and $ 6,164 , respectively, are included in the Corporate amounts.

For the years ended December 31, 2023 2022 2021

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Interest expense ( 20,986 ) ( 16,418 ) ( 46,275 )

Loss on debt extinguishment — ( 77,940 ) ( 610 )

Loss on derivatives, net — ( 24,517 ) ( 25,980 )

Other income (expense), net 770 ( 1,695 ) ( 2,420 )

Other (expense) income, net ( 325 ) 770 ( 1,695 )

Foreign currency exchange (loss) gain, net ( 75,702 ) ( 17,444 ) 13,791

Gain (loss) on disposals of subsidiaries, net 3,567 1,364 ( 602 )

Loss on debt extinguishment — — ( 77,940 )

Loss on derivatives, net — — ( 24,517 )

Income (loss) from continuing operations before income taxes and equity in net income of affiliates $ 254,461 $ 245,851 $ ( 137,507 )

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United States 799 4,481 10,096

Other foreign countries — — 59

Consolidated total $ 1,484,288 $ 1,242,271 $ 1,086,701

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Tradenames and Other Intangible Assets

Amortization expense for intangible assets included only the finite-lived tradename, as all other intangible assets subject to amortization were fully amortized as of December 31, 2022 and 2021.

Amortization expense for intangible assets included only the finite-lived tradename, which was fully amortized as of December 31, 2021.

Amortization expense was $ 0 , $ 0 and $ 23,069 for the years ended December 31, 2023, 2022 and 2021, respectively.

The finite-lived tradename was fully amortized as of December 31, 2021.

The following table summarizes our identifiable intangible assets as of December 31, 2023:

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Impairments of Tradenames — — 51,437

Impairments of long-lived assets and deferred costs 144 21,051 31,971

Impairments of long-lived assets 3,073 144 21,051

Total $ 3,073 $ 144 $ 72,488

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Where a market approach is used, the inputs also include publicly available data about our competitors' financial ratios and transactions.

For purposes of our annual impairment testing of the Company’s indefinite-lived tradenames, fair value measurements were determined using the income approach, based largely on inputs that are not observable to active markets, which would be deemed “Level 3” fair value measurements as defined above.

For purposes of our annual impairment testing of the Company’s indefinite-lived tradenames, fair value measurements are determined using the income approach, based largely on inputs that are not observable to active markets, which would be deemed “Level 3” fair value measurements as defined above.

These inputs include our expectations about future revenue growth, marginal income tax rates by jurisdiction, the discount rate and the estimated royalty rate.

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The remaining carrying value of the tradename asset was fully amortized as of December 31, 2021.

2020 Loss on Impairment of Assets

Impairment of Finite-Lived Tradename (Laureate Tradename)

During the third quarter of 2020, the Company recognized an impairment charge of $ 320,000 on the Laureate tradename, an intangible asset.

As described in Note 1, Description of Business, the Company had previously announced that it would explore strategic alternatives for each of its businesses, and, during the third quarter of 2020, the Company announced that it had completed a sale of its operations in Chile and that it had signed agreements to sell its operations in Brazil, Australia and New Zealand, as well as Walden University.

Because of these events, the Company determined that the useful life of the Laureate tradename asset was no longer indefinite, and, in accordance with ASC 350-30-35-17, the Company tested the asset for impairment.

The Company estimated the fair value of the tradename asset using the relief-from-royalty method, based on the projected revenues for each business over the estimated period that each business would remain part of the Laureate network.

As a result of the impairment test, the Company concluded that the estimated fair value of the Laureate tradename was less than its carrying value by approximately $ 320,000 and recorded an impairment charge for that amount.

The significant assumptions used in estimating the fair value included:

(1) the estimates of revenue projections, including the period of those projections;

(2) the discount rates;

and (3) the estimated royalty rate.

The inputs used were not observable to active markets and are therefore deemed “Level 3” inputs in the fair value hierarchy.

The decrease in the fair value of the tradename was primarily caused by the shortened duration of the estimated future revenues.

Impairment of Brazil E2G Software Assets

As part of a transformation initiative for the enrollment to graduation cycle (E2G), the Company began developing a solution to standardize the information systems and processes in Brazil.

During development, those costs that qualified for capitalization as internal-use software were classified within Construction in-progress on our Consolidated Balance Sheets.

In addition, a portion of the 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 qu arter 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 a presumption that uncompleted software has a fair value of $ 0 .

Accordingly, during the second quarter of 2020, the Company recorded an impairment charge to fully write off the Brazil E2G project assets.

Approximately $ 23,800 of the impairment charge was related to assets recorded on the Corporate segment and was therefore included in continuing operations.

The remaining portion of the impairment charge, approximately $ 3,300 , related to assets recorded on the Brazil segment and was therefore included in Discontinued Operations.

Outstanding long-term debt was as follows:

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Senior long-term debt:

Senior Secured Credit Facility (stated maturity date October 2024) $ 100,000 $ —

Senior Secured Credit Facility (stated maturity date of September 18, 2028 as of December 31, 2023;

stated maturity date of October 7, 2024 as of December 31, 2022) $ 59,000 $ 100,000

Lines of credit 10,864 13,778

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Revolving Credit Facility

Under the Company's Third Amended and Restated Credit Agreement (the Third A&R Credit Agreement), the Company maintains a revolving credit facility (the Senior Secured Credit Facility) that has a borrowing capacity of $ 410,000 and has a maturity date of October 7, 2024.

On December 23, 2022, the Company entered into the Second Amendment of the Third A&R Credit Agreement.

This amendment was done in response to the planned phase out of LIBOR and the only contractual change was to update the reference rate from LIBOR to the Secured Overnight Financing Rate (SOFR).

As described in Note 2, Significant Accounting Policies, in connection with this amendment, the Company adopted the optional relief guidance provided under ASU 2020-04, which permits the Company to account for the modification as a continuation of the existing contract without additional analysis.

The Senior Secured Credit Facility bears interest at a per annum interest rate, at the option of the Company, at either the SOFR rate or the ABR rate, as defined in the agreement, plus an applicable margin of 2.50 % per annum, 2.25 % per annum, 2.00 % per annum or 1.75 % per annum for Term SOFR loans, and 1.50 % per annum, 1.25 % per annum, 1.00 % per annum or 0.75 % per annum for ABR loans, in each case, based on the Company’s Consolidated Total Debt to Consolidated EBITDA ratio, as defined in the agreement.

The Senior Secured Credit Facility provides for letter of credit commitments in the aggregate amount of $ 50,000 .

The Third A&R Credit Agreement also provides, subject to the satisfaction of certain conditions, for incremental revolving and term loan facilities, at the request of the Company, not to exceed (i) the greater of (a) $ 565,000 and (b) 100% of the consolidated EBITDA of the Company, plus (ii) 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 2.75 x, plus, (iii) the aggregate amounts of any voluntary repayments of term loans, if any, and aggregate amount of voluntary repayments of revolving credit facilities that are accompanied by a corresponding termination or reduction of revolving credit commitments.

On September 18, 2023, the Company entered into an amendment of its Senior Secured Credit Facility (as defined below) (the “Third Amendment”) to the Third Amended and Restated Credit Agreement, dated as of October 7, 2019 (the “Credit Agreement”;

as amended by the First Amendment, dated as of July 20, 2020, the Second Amendment, dated as of December 23, 2022 and, as further amended by the Third Amendment, the “Amended Credit Agreement”).

Among other things, the Company incurred a new tranche of revolving credit loans maturing September 2028 (the “Series 2028 Tranche”).

The credit available to be borrowed under the Amended Credit Agreement, whether as revolving loans or term loans, if any, are referred to herein collectively as the “Senior Secured Credit Facility.”

The Amended Credit Agreement, among other things, provides for $ 145,000 of revolving credit loans maturing October 2024 (the “Series 2024 Tranche”) and $ 155,000 of revolving credit loans under the Series 2028 Tranche for a $ 300,000 aggregate revolving credit facility (the “Revolving Credit Facility”).

As a subfacility under the Revolving Credit Facility, the Amended Credit Agreement provides for letter of credit commitments in the aggregate amount of $ 10,000 .

The Amended Credit Agreement also provides, subject to the satisfaction of certain conditions, for incremental revolving and term loan facilities, at the request of the Company, not to exceed (i) the greater of (a) $ 172,500 and (b) 50 % of the Company’s Consolidated EBITDA, plus (ii) 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 agreement, on a pro forma basis, does not exceed 2.25 to 1.00, plus (iii) the aggregate amounts of any voluntary repayments of term loans, if any, and aggregate amount of voluntary repayments of revolving credit facilities that are accompanied by a corresponding termination or reduction of revolving credit commitments.

The maturity date for the Amended Credit Agreement is September 18, 2028.

The Revolving Credit Facility bears interest at a per annum interest rate, at the option of the Company, at either the EURIBOR rate, the Term SOFR rate or the ABR rate plus an applicable margin of 2.50 % per annum, 2.25 % per annum, 2.00 % per annum or 1.75 % per annum for EURIBOR loans or Term SOFR loans, and 1.50 % per annum, 1.25 % per annum, 1.00 % per annum or 0.75 % per annum for ABR loans, in each case, based on the Company’s Consolidated Total Debt to Consolidated EBITDA ratio as defined in the agreement.

As of December 31, 2023 and December 31, 2022, the Senior Secured Credit Facility had a total outstanding balance of $ 59,000 and $ 100,000 , respectively.

During the fourth quarter of 2022, the Company borrowed on its Senior Secured Credit Facility primarily to fund the repurchase of shares that the Company completed in connection with the November 2022 secondary offering described in Note 11, Share-based Compensation and Equity.

Guarantors of the Senior Secured Credit Facility

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Certain Covenants

As of December 31, 2022, our Third A&R Credit Agreement contained certain negative covenants including, among others:

As of December 31, 2023, our Amended Credit Agreement contained certain negative covenants including, among others:

(1) limitations on additional indebtedness;

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and (4) limitations on liens, guarantees, loans or investments.

The Third A&R Credit Agreement provides, solely with respect to the revolving credit facility, that the Company shall not permit its Consolidated Senior Secured Debt to Consolidated EBITDA ratio, as defined in the Third A&R Credit Agreement, to exceed 3.50 x as of the last day of each quarter commencing with the quarter ending December 31, 2019 and thereafter.

The agreement also provides that if (i) the Company’s Consolidated Total Debt to Consolidated EBITDA ratio, as defined in the Third A&R Credit Agreement, is not greater than 4.75 x as of such date and (ii) less than 25 % of the revolving credit facility is utilized as of that date, then such financial covenant shall not apply.

The Amended Credit Agreement also provides, solely with respect to the revolving credit facility, that the Company shall not permit its Consolidated Senior Secured Debt to Consolidated EBITDA ratio, as defined in the Amended Credit Agreement , to exceed 3.00 x as of the last day of each quarter commencing with the quarter ending December 31, 2019 and thereafter.

The agreement also provides that if (i) the Company’s Consolidated Total Debt to Consolidated EBITDA ratio, as defined in the Amended Credit Agreement , is not greater than 3.00 x as of such date and (ii) less than 25 % of the revolving credit facility is utilized as of that date, then such financial covenant shall not apply.

As of December 31, 2023, these conditions were satisfied and, therefore, we were not subject to the leverage ratio.

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In connection with the repayment of the Senior Notes during the year ended December 31, 2021, the Company recorded a Loss on debt extinguishment of $ 77,940 , related to the redemption premium paid and the write off of the unamortized deferred financing costs associated with the repaid debt balances.

In 2020, the Company recorded a Loss on debt extinguishment of $ 610 related primarily to the write off of a pro-rata portion of the unamortized deferred financing costs associated with repaid debt balances.

Debt Issuance Costs

Amortization of debt issuance costs and accretion of debt discounts that are recorded in Interest expense in the Consolidated Statements of Operations totaled approximately $ 1,241 , $ 1,561 and $ 4,628 for the years ended December 31, 2023, 2022 and 2021, respectively.

Certain unamortized debt issuance costs were written off in 2021 and 2020 in connection with early repayment of debt balances and debt agreement amendments, as discussed above.

Certain unamortized debt issuance costs were written off in 2021 in connection with early repayment of debt balances and debt agreement amendments, as discussed above.

As of December 31, 2023 and 2022, our unamortized debt issuance costs were $ 2,372 and $ 2,060 , respectively.

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At December 31, 2023, we had approximately $ 68,800 additional available borrowing capacity under our outstanding lines of credit.

At December 31, 2022, interest rates on our lines of credit ranged from 8.10 % to 9.34 %.

At December 31, 2021, interest rates on our lines of credit ranged from 2.30 % to 5.99 %.

Interest rates on our lines of credit ranged from 7.63 % to 7.70 % and 8.10 % to 9.34 % at December 31, 2023 and 2022, respectively.

Our weighted-average short-term borrowing rate was 7.67 % and 8.61 % at December 31, 2023 and 2022, respectively.

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The loan matures in June 2024 and carries a variable interest rate based on the 28-day Mexican Interbanking Offer Rate (TIIE), plus an applicable margin, which is established based on the ratio of debt to EBITDA, as defined in the agreement ( 13.00 % and 12.26 % as of December 31, 2023 and 2022, respectively).

The current quarterly payments on the loan total MXN 72,250 ($ 3,725 at December 31, 2022) and increase over the remaining term of the loan to MXN 76,500 ($ 3,944 at December 31, 2022), with a balloon payment of MXN 425,000 ($ 21,913 at December 31, 2022) due at maturity.

The current quarterly payments on the loan total MXN 76,500 ($ 4,504 at December 31, 2023), with a balloon payment of MXN 425,000 ($ 25,024 at December 31, 2023) due at maturity.

As of December 31, 2023 and December 31, 2022, the outstanding balance of this loan was $ 29,528 and $ 41,416 , respectively.

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On December 22, 2017, a Laureate subsidiary in Peru entered into an agreement to borrow PEN 247,500 (approximately $ 76,000 at the agreement date).

The loan bears interest at a fixed rate of 6.62 % per annum and matures in December 2023.

Quarterly payments in the amount of PEN 14,438 ($ 3,786 at December 31, 2022) are due through the loan's maturity.

Quarterly payments in the amount of PEN 14,438 ($ 3,921 at December 31, 2023) were due through the loan's maturity in December 2023.

As of December 31, 2023 and 2022, this loan had a balance of $ 0 and $ 15,142 , respectively.

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Total lease cost $ 92,177 $ 79,948 $ 86,541

Rent Concessions

In 2020, the Company took 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 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 contract and accounted for these rent concessions as variable lease payments.

As of December 31, 2023, maturities of lease liabilities were as follows:

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In the aggregate, we estimate that the reasonably possible loss for these unrecorded contingencies could be up to approximately $ 23,500 if the outcomes were unfavorable.

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.

During the first quarter of 2021, one of our Peruvian institutions issued a bank guarantee in order to appeal a preliminary tax assessment received related to tax audits of 2014 and 2015.

Guarantees and Commitments

During the first quarter of 2021, one of our Peruvian institutions issued a bank guarantee in order to appeal a tax assessment received related to tax audits of 2014 and 2015.

As of December 31, 2023 and 2022, the amount of the guarantee was $ 7,408 and $ 7,076 , respectively.

Standby Letters of Credit (LOCs)

Spanish Tax Audits

As of December 31, 2021, we had approximately $ 10,700 posted as cash collateral for LOCs related to the Spanish tax audits.

This was recorded in continuing operations and classified as Restricted cash on our December 31, 2021 Consolidated Balance Sheet.

The cash collateral is related to final assessments issued by the Spanish Taxing Authority (STA) in October 2018 and January 2020 to Iniciativas Culturales de España, S.L.

(ICE), our former 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.

In October 2021, the Company paid to the STA the final assessments of approximately $ 9,300 , in order to reduce the amount of future interest that could be incurred as the appeal process continues.

Following the payment, the letter of credit was no longer required and the cash was subsequently released in October 2022.

The Company has paid all of the final assessments that were issued as a result of the Spanish tax audits and does not expect that the matter will have a material effect on its consolidated financial statements.

In addition, during the fourth quarter of 2023, one of our Peruvian institutions issued a bank guarantee in the amount of $ 5,323 in order to appeal a tax assessment received related to the tax audit of 2009.

Share-based Compensation and Equity

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Under the 2013 Plan, the Company may grant stock options, stock appreciation rights, unrestricted common stock or restricted stock, unrestricted stock units or restricted stock units, and other stock-based awards, to eligible individuals on the terms and subject to the conditions set forth in the 2013 Plan.

As of the effective date in June 2013, the total number of shares of common stock issuable under the 2013 Plan were 7,521 .

As of the effective date in June 2013, the total number of shares of common stock issuable under the 2013 Plan

In September 2015, the Board and Shareholders approved an amendment to increase the total number of shares of common stock issuable under the 2013 Plan by 1,219 , and in December 2016, the Board and Shareholders approved an amendment to increase the total number of shares of common stock issuable under the 2013 Plan by 3,884 .

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and (f) those performance-based restricted stock units, performance shares and performance units that would have become vested or earned had Laureate achieved the target performance in the three fiscal years ending coincident with or immediately subsequent to the effective time of such change in control would become vested and earned and be settled in cash or shares of common stock as promptly as practicable.

After giving effect to the foregoing

change in control acceleration, any remaining unvested time-based and performance-based stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance share units shall be forfeited for no consideration.

After giving effect to the foregoing change in control acceleration, any remaining unvested time-based and performance-based stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance share units shall be forfeited for no consideration.

As discussed in Note 1, Description of Business, on January 27, 2020, the Company announced that it would explore strategic alternatives for each of its businesses to unlock shareholder value.

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There were no stock options granted in 2023, 2022 and 2021.

The Performance Options previously granted under the 2013 Plan are eligible for vesting based on achieving annual pre-determined Equity Value performance targets or Adjusted EBITDA targets, as defined in the plan, and the continued service of the employee.

Some of the performance-based awards include a catch-up provision, allowing the grantee to vest in any year in which a target is missed if a following year's target is achieved, as long as the following year is within eight years from the grant date.

The Performance Options previously granted under the 2013 Plan are eligible for vesting based on achieving annual predetermined Equity Value performance targets or Adjusted EBITDA targets, as defined in the plan, and the continued service of the employee.

Compensation expense is recognized over the period during which an employee is required to provide service in exchange for the award, which is usually the vesting period.

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We assess the probability of each option tranche vesting throughout the life of each grant.

As of December 31, 2022, all outstanding awards that were granted under the 2013 Plan are fully vested.

As of December 31, 2023, all outstanding stock option awards that were granted under the 2013 Plan were fully vested.

Amendment to 2013 Long-Term Incentive Plan

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36.40 % - 58.84 %

$ 8.79 - $ 10.30

1,655 1.53 1,655 1.53 1.45 % - 2.34 %

35.20 % - 58.84 %

$ 15.27 - $ 24.33

94 0.44 94 0.44 0.76 % - 2.35 %

39.38 % - 53.80 %

Year Ended December 31, 2021

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39.38 % - 53.80 %

39.03 % - 53.80 %

* The expected dividend yield is zero for all options in all years.

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Non-vested at December 31 806 11.43 660 12.92 691 14.82

Restricted stock units granted under the 2013 Plan during the years ended December 31, 2022, 2021 and 2020 consisted of time-based restricted stock units (RSU) and performance-based restricted stock units (PSU) with vesting periods over three years .

Restricted stock units granted under the 2013 Plan during the years ended December 31, 2023, 2022 and 2021 consisted of time-based restricted stock units (RSUs) and performance-based restricted stock units (PSUs) with vesting periods over three years .

PSUs are eligible to vest annually upon the Board's determination that the annual performance targets are met.

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Other Stockholders' Equity Transactions

Effective October 29, 2021, each share of Company Class A com mon stock and each share of Company Class B common stock automatically converted into one share of common stock of the Company.

Effective October 29, 2021, each share of Company Class A common stock and each share of Company Class B common stock automatically converted into one share of common stock of the Company.

Following the conversion, the Company has only one class of common stock outstanding.

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The Selling Stockholders received all of the net proceeds from this offering and no shares of common stock were sold by the Company.

On May 24, 2023, the Company’s Board of Directors approved the retirement of all outstanding shares of treasury stock, which totaled 73,766 shares.

The Company recorded the purchases of treasury stock at cost as a separate component within stockholders’ equity in the Consolidated Balance Sheets.

Upon retirement of treasury stock, the Company allocates the excess of the purchase price over par value to additional paid-in capital, subject to certain limitations.

Stock Repurchases

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on December 14, 2021, the Company’s Board of Directors approved an increase of the authorization by $ 100,000 , and on March 14, 2022, the Company’s Board of Directors approved an increase of the authorization by $ 50,000 , for a total authorization (including the above authorized repurchases) of up to $ 650,000 of the Company’s common stock.

The Company’s repurchases could 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 Exchange Act.

The Company’s repurchases could 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 Exchange Act.

Repurchases could be effected pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act.

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In connection with the Secondary Offering completed on November 22, 2022, the Company’s Board of Directors approved the Company's repurchase of 7,971 shares out of the 32,842 shares of common stock sold in the Secondary Offering, at a per share price of $ 9.40875 , for a total of approximately $ 75,000 .

Dividends and Distributions

2023 Special Dividend

On October 30, 2023, the Board of Directors of the Company approved the payment of a special cash dividend (the 2023 Special Dividend) equal to $ 0.70 per each share of the Company’s common stock, par value $ 0.004 per share, to each holder of record on November 15, 2023.

The 2023 Special Dividend was paid on November 30, 2023, for an aggregate amount of $ 110,160 .

In connection with the 2023 Special Dividend, the Board of Directors approved certain required adjustments under the Company’s equity award compensation plans.

Upon payment of the 2023 Special Dividend, the exercise price of the Company’s options was reduced by $ 0.70 per share, and holders of restricted and performance stock units received an amount in cash equal to $ 0.70 per unvested stock unit held payable when such unit vests.

If all outstanding stock units vest, the aggregate amount to be paid in respect of the units will be approximately $ 756 .

2022 Special Cash Distribution

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These required equitable adjustments were effective on November 1, 2021 and were recorded in the consolidated financial statements during the fourth quarter of 2021.

The exercise prices of the Company’s options were reduced

by $ 7.01 per share, and holders of restricted and performance stock units will receive an amount in cash equal to $ 7.01 per unvested stock unit, payable when such unit vests.

The exercise prices of the Company’s options were reduced by $ 7.01 per share, and holders of restricted and performance stock units will receive an amount in cash equal to $ 7.01 per unvested stock unit, payable when such unit vests.

In connection with the Second Distribution, the Board of Directors also approved the required adjustments under the Company’s equity award compensation plans.

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Dividend Payable

As of December 31, 2022 and 2021, the Company had recorded a dividend payable of $ 3,930 and $ 6,932 , respectively, related to the expected dividend payments remaining for the 2022 and 2021 equitable adjustments that were approved for the equity award compensation plans.

During the year ended December 31, 2022, the Company paid approximately $ 4,600 of dividends related to equivalent rights for share-based awards that vested.

As of December 31, 2023 and 2022, the Company had recorded a dividend payable of $ 2,345 and $ 3,930 , respectively, related to the expected dividend payments remaining for the equitable adjustments that were approved for the equity award compensation plans.

During the years ended December 31, 2023 and 2022, the Company paid approximately $ 2,318 and $ 4,600 , respectively, of dividends related to equivalent rights for share-based awards that vested.

Derivative Instruments

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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 and are deferred from earnings until the sale or liquidation of the hedged investee.

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 and are deferred from earnings until the sale or liquidation of the hedged investee.

Laureate did not hold any derivatives as of December 31, 2023 and December 31, 2022.

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These swaps were not designated as hedges for accounting purposes.

AUD to USD Foreign Currency Swaps

In March 2020, Laureate entered into an AUD-to-USD swap agreement with a maturity date of April 15, 2020, in connection with an intercompany funding transaction.

The terms of the 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 on derivatives, net on the Consolidated Statement of Operations for the year ended December 31, 2020.

This swap was not designated as a hedge for accounting 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 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 a realized loss of $ 1,340 .

This amount is included in Loss on derivatives, net on the Consolidated Statements of Operations for the year ended December 31, 2020.

This swap was not designated as a hedge for accounting purposes.

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

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As of December 31, 2023 and December 31, 2022, we did not hold any derivatives in a net gain position, and thus had no credit risk.

Laureate's agreements with its derivative counterparties typically contain a provision under which the Company 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 December 31, 2023 and December 31, 2022, the Company did not have any outstanding derivative agreements.

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Total deferred 55,856 910 51,387

Total income tax (expense) benefit $ ( 185,391 ) $ ( 145,573 ) $ 130,069

Total income tax expense $ ( 137,603 ) $ ( 185,391 ) $ ( 145,573 )

For the years ended December 31, 2023, 2022 and 2021, foreign income (loss) from continuing operations before income taxes was $ 310,589 , $ 319,515 , and $ 80,864 , respectively.

11 unchanged sentences

Allowance for doubtful accounts 8,661 6,781

Unrealized loss 8,362 —

Total deferred tax assets 490,464 503,682

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Valuation allowance for deferred tax assets ( 270,982 ) ( 291,722 )

Net deferred tax liabilities $ ( 37,824 ) $ ( 34,911 )

Net deferred tax assets (liabilities) $ 14,936 $ ( 37,824 )

Laureate does not provide deferred taxes on the portion of its unremitted earnings attributable to international companies that have been considered to be reinvested indefinitely.

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If the Company were to remove its assertion and distribute the remaining unremitted earnings, we would record approximately $ 18,500 in additional deferred tax liabilities.

The amount of additional deferred tax liabilities recognized could increase if our expectations change based on future developments.

The Company has $ 69,700 of deferred tax asset for US state net operating loss carryforwards that expire from 2023 to 2042 and $ 2,900 of deferred tax asset for US state net operating loss carryforwards that do not expire.

The Company has $ 162,800 of foreign net operating loss carryforwards that expire from 2023 to 2031.

The Company has $ 166,000 of tax credit carryforwards that do not expire and $ 75,100 of interest carryforwards that do not expire.

The amount of additional deferred tax liabilities recognized could increase if our expectations change bas ed on future developments.

The Company has recorded a deferred tax asset of $ 4,696 for US federal, $ 2,695 for US state net operating loss carryforwards that do not expire, and $ 26,557 for US state net operating loss carryforwards that will expire by 2040.

The Company has a deferred tax asset of $ 6,274 for foreign net operating loss carryforwards that expire from 2024 to 2033 and $ 133,342 for foreign net operating loss carryforwards that do not expire.

The Company also has $ 167,615 of tax credit carryforwards that do not expire and $ 50,473 of interest carryforwards that do not expire.

The decrease in the deferred tax liability for Investment in subsidiaries is related to actions taken by the Company during the fourth quarter of 2023 to distribute certain intercompany loans that resulted in the reclassification of a portion of that deferred tax liability to current income taxes payable as of December 31, 2023.

The Company assesses the realizability of deferred tax assets by examining all available evidence, both positive and negative.

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Tax (expense) benefit at the United States statutory rate $ ( 53,437 ) $ ( 51,628 ) $ 28,877

Internal restructuring transaction ( 30,551 ) — —

Permanent differences 1,004 ( 38,228 ) ( 8,217 )

Global intangible low taxed income — ( 30,616 ) 70,965

Netherlands intellectual property restructuring — ( 53,643 ) ( 32,425 )

State income tax benefit (expense), net of federal tax effect 669 ( 36,782 ) 36,343

Tax effect of foreign income taxed at higher rate ( 33,790 ) ( 40,579 ) ( 16,665 )

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Effect of tax contingencies ( 6,352 ) ( 37,151 ) ( 12,573 )

Tax credits 9,211 10,458 ( 2,302 )

Withholding taxes ( 9,204 ) ( 16,275 ) ( 43,578 )

Tax credits — 9,211 10,458

Global intangible low taxed income — — ( 30,616 )

Netherlands intellectual property restructuring — — ( 53,643 )

State income tax benefit (expense), net of federal tax effect — 669 ( 36,782 )

Other — ( 169 ) ( 476 )

Total income tax (expense) benefit $ ( 185,391 ) $ ( 145,573 ) $ 130,069

Total income tax expense $ ( 137,603 ) $ ( 185,391 ) $ ( 145,573 )

The internal restructuring transaction in the 2023 rate reconciliation represents the write off of deferred tax assets as a result of the reorganization of a subsidiary.

These deferred tax assets carried a full valuation allowance and the corresponding reduction in the valuation allowance is included in the change in valuation allowance line item in the table above.

Included within permanent differences in the 2023 rate reconciliation was approximately $ 5,400 of tax benefit for a change in estimate related to unrealized foreign currency exchange that is fully offset by a corresponding change in the valuation

allowance, as well as approximately $ 3,800 of tax benefit related to the inflationary adjustment for monetary assets, partially offset by approximately $ 6,700 of non-deductible expenses.

Included within permanent differences in the 2022 rate reconciliation was approximately $ 7,700 of tax expense from stock option shortfalls, $ 13,700 of non-deductible scholarship expenses, and $ 4,200 of taxable income related to intercompany dividends, as well as $ 11,200 of expense for a change in estimate related to unrealized foreign currency exchange that is fully offset by a corresponding increase in the valuation allowance.

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During the years ended December 31, 2023, 2022 and 2021, Laureate recognized net interest and penalties related to income taxes of $ 10,155 , $ 6,828 , and $( 6,479 ), respectively.

L aureate had $ 21,355 and $ 14,527 of accrued interest and penalties at December 31, 2022 and 2021, respectively.

Laureate had $ 32,434 and $ 21,355 of accrued interest and penalties at December 31, 2023 and 2022, respectively.

During the year ended December 31, 2022, the Company recognized approximately $ 32,500 of income tax reserves related to the application of the high-tax exception to global intangible low-taxed income.

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however, the Internal Revenue Service (the IRS) has the ability to challenge 2005 through 2019 net operating loss carryforwards.

Statutes of other major jurisdictions are open back to 2011 for Mexico, 2009 for Peru and 2016 for the Netherlands..

Other Matters

Inflation Reduction Act of 2022

On August 16, 2022, the U.S.

enacted the Inflation Reduction Act of 2022, which implemented a 15% minimum tax on book income of certain large corporations, a 1% excise tax on stock repurchases and tax incentives to promote clean energy, among other provisions.

The Company does not believe that this legislation will have a material impact on the financial statements and will continue to monitor regulatory developments to assess potential impacts to the Company.

OECD Proposals

The Organization for Economic Co-operation and Development (OECD) has proposed changes to numerous long-standing tax principles.

These proposals, if finalized and adopted by the associated countries, will likely increase tax uncertainty, and may adversely affect our provision for income taxes.

The Company will continue to monitor regulatory developments to assess potential impacts to the Company.

Statutes of other major jurisdictions are open back to 2010 for Chile, 2018 for Mexico, 2016 for Peru and 2018 for the Netherlands.

Earnings (Loss) Per Share

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Numerator used in basic and diluted earnings (loss) per common share for discontinued operations:

Income (loss) from discontinued operations, net of tax 8,260 486,865 ( 298,104 )

(Loss) income from discontinued operations, net of tax $ ( 9,762 ) $ 8,260 $ 486,865

Loss attributable to noncontrolling interests — — 500

Net income (loss) from discontinued operations for basic and diluted earnings per share $ 8,260 $ 487,365 $ ( 292,750 )

Net (loss) income from discontinued operations for basic and diluted earnings per share $ ( 9,762 ) $ 8,260 $ 487,365

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

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Diluted weighted average shares outstanding 157,879 168,268 189,692

Basic earnings (loss) per share:

Basic earnings per share:

Income (loss) from continuing operations $ 0.75 $ 0.37 $ ( 1.56 )

Income (loss) from discontinued operations 0.05 2.57 ( 1.40 )

Basic earnings (loss) per share $ 0.42 $ 1.01 $ ( 2.93 )

Diluted earnings (loss) per share:

(Loss) income from discontinued operations ( 0.06 ) 0.05 2.57

Basic earnings per share $ 0.69 $ 0.42 $ 1.01

Diluted earnings per share:

Income (loss) from continuing operations $ 0.74 $ 0.36 $ ( 1.56 )

Income (loss) from discontinued operations 0.05 2.57 ( 1.40 )

Diluted earnings (loss) per share $ 0.41 $ 1.01 $ ( 2.93 )

(Loss) income from discontinued operations ( 0.06 ) 0.05 2.57

Diluted earnings per share $ 0.68 $ 0.41 $ 1.01

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:

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Related Party Transactions

Approval of Payment to Wengen Alberta, Limited Partnership (Wengen)

In December 2023, the Audit and Risk Committee of the Company's Board of Directors approved a payment of $ 850 to Wengen, a greater than 10% stockholder, in order to resolve a matter related to a previously terminated shared-services agreement between the Company and one of Wengen's wholly owned subsidiaries.

In January 2024, the Company and Wengen signed a settlement and release agreement related to this matter and the amount was paid.

Payment of Peruvian Capital Gains Tax

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For administrative convenience, Wengen advanced to Laureate the amount needed to pay the Peruvian Tax and Laureate paid the Peruvian Tax on Wengen's behalf.

Sterling Capital Partners (Sterling)

As discussed in Note 5, Dispositions, at the time of the transaction related to the sale of our former Costa Rica operations, the buyer of our Costa Rica operations wa s controlled by certain affiliates of Sterling, an entity that previously had the right to designate a director to the Laureate Board of Directors pursuant to a securityholders agreement.

Benefit Plans

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Laureate made discretionary contributions in cash to this plan of $ 323 , $ 287 , and $ 4,138 for the years ended December 31, 2023, 2022 and 2021, respectively.

Laureate Education, Inc.

Deferred Compensation Plan

Laureate maintained a deferred compensation plan that provided certain executive employees and members of our Board of Directors with the opportunity to defer their salaries, bonuses, and Board of Directors retainers and fees in order to accumulate funds for retirement on a pre-tax basis.

Participants were 100 % vested in their respective deferrals and the earnings thereon.

Laureate did not make contributions to the plan or guarantee returns on the investments.

Although plan investments and participant deferrals were kept in a separate trust account, the assets remained Laureate’s property and were subject to claims of general creditors.

The plan assets were recorded at fair value with the earnings (losses) on those assets recorded in Other income (expense).

The plan liabilities were recorded at the contractual value, with the changes in value recorded in operating expenses.

During the first quarter of 2021, the Company’s Board of Directors approved the termination of this deferred compensation plan, with such termination effective April 1, 2021.

The plan participants received a distribution payout of their account balances in April 2022 and therefore there were no plan assets or liabilities remaining as of December 31, 2022.

As of December 31, 2021, plan assets included in Other assets in our Consolidated Balance Sheet were $ 1,924 and the plan liabilities reported in our Consolidated Balance Sheet were $ 5,104 .

The Company funded the difference between the assets and the liabilities with operating cash flows.

Supplemental Employment Retention Agreement (SERA)

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In 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 financial position, results of operations, or cash flows.

Management believes that any settlement would not have a material impact on Laureate's financial position, results of operations, or cash

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.

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Cash interest payments, prior to interest income, for continuing operations and Discontinued Operations were $ 20,264 , $ 16,752 and $ 63,153 for the years ended December 31, 2023, 2022 and 2021, respectively.

Net cash payments for income taxes for continuing operations and Discontinued Operations were $ 153,761 , $ 251,098 and $ 91,371 for the years ended December 31, 2022, 2021 and 2020, respectively.

Net cash payments for income taxes were $ 171,284 , $ 153,761 and $ 251,098 for the years ended December 31, 2023, 2022 and 2021, respectively.

Reconciliation of Cash and cash equivalents and Restricted cash

4 unchanged sentences

Total Cash and cash equivalents and Restricted cash shown in the Consolidated Statements of Cash Flows $ 96,897 $ 93,784 $ 345,575

Subsequent Events

New Stock Repurchase Program

On February 15, 2024, Laureate’s Board of Directors approved a new stock repurchase program to acquire up to $ 100,000 of the Company’s common stock.

The Company intends to finance the repurchases with free cash flow, excess cash and liquidity on-hand, including available capacity under its Revolving Credit Facility.

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 will review the share repurchase program periodically and may authorize adjustment of its terms and size or suspend or discontinue the program.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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.

What changed 10-K

Item 8. Financial Statements and Supplementary Data