What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-07-31 compared with 2025-05-01 · 180 added, 78 removed, 312 unchanged (45% of the section changed)

73 unchanged sentences

The Corporate segment also contains the eliminations of inter-segment revenues and expenses.

The following information for our reportable segments is presented as of March 31, 2025:

The following information for our reportable segments is presented as of June 30, 2025:

Institutions Enrollment 2025 YTD Revenues

85 unchanged sentences

Summary Comparison of Consolidated Results

Comparison of Consolidated Results for the Three Months Ended March 31, 2025 and 2024

Comparison of Consolidated Results for the Three Months Ended June 30, 2025 and 2024

Better/(Worse)

3 unchanged sentences

General and administrative expenses 13.5 13.7 1 %

Operating (loss) income (13.2) 11.1 nm

Operating income 193.3 166.6 16 %

Interest expense, net of interest income (1.7) (3.1) 45 %

Other non-operating expense (3.2) (9.2) 65 %

Loss from continuing operations before income taxes

(17.3) (0.9) nm

Other non-operating (expense) income (24.8) 27.6 (190) %

Income from continuing operations before income taxes 166.8 191.0 (13) %

Income tax expense (69.4) (63.1) (10) %

Loss from continuing operations (19.8) (10.8) (83) %

Income (loss) from discontinued operations, net of tax

Net loss (19.6) (10.8) (81) %

Net loss attributable to noncontrolling interests

Net loss attributable to Laureate Education, Inc.

Income from continuing operations 97.4 128.0 (24) %

Income from discontinued operations, net of tax

— 0.4 (100) %

Net income 97.4 128.4 (24) %

Net income attributable to noncontrolling interests (2.3) (0.2) nm

Net income attributable to Laureate Education, Inc.

$ 95.1 $ 128.1 (26) %

nm - percentage changes not meaningful

Comparison of Consolidated Results for the Three Months Ended March 31, 2025 to the Three Months Ended March 31, 2024

Revenues decreased by $39.2 million to $236.2 million for the three months ended March 31, 2025 (the 2025 fiscal quarter) from $275.4 million for the three months ended March 31, 2024 (the 2024 fiscal quarter).

This decrease in revenues was attributable to the effect of a net change in foreign currency exchange rates, which decreased revenues by $37.6 million, mainly due to the weakening of the Mexican peso against the USD compared to the 2024 fiscal quarter.

In addition, the effect of changes in tuition rates and enrollments in programs at varying price points (product mix), pricing and timing decreased revenues by $19.2 million for the 2025 fiscal quarter, mainly due to a decrease of approximately $26 million in revenue from intra-year academic calendar timing attributable to later semester start dates in the 2025 fiscal quarter as compared to the 2024 fiscal quarter.

These decreases in revenue were partially offset by higher average total organic enrollment at our institutions, which increased revenues by $17.5 million compared to the 2024 fiscal quarter.

Corporate accounted for the remaining difference of $0.1 million.

Comparison of Consolidated Results for the Three Months Ended June 30, 2025 to the Three Months Ended June 30, 2024

Revenues increased by $25.0 million to $524.2 million for the three months ended June 30, 2025 (the 2025 fiscal quarter) from $499.2 million for the three months ended June 30, 2024 (the 2024 fiscal quarter).

This increase in revenues was attributable to higher average total organic enrollment at our institutions during the 2025 fiscal quarter, which increased revenues by $32.1 million compared to the 2024 fiscal quarter.

In addition, the effect of changes in tuition rates and enrollments in programs at varying price points (product mix), pricing and timing increased revenues by $17.0 million, which included a positive impact of approximately $8 million from intra-year academic calendar timing in Mexico, compared to the 2024 fiscal quarter.

These increases in revenues were partially offset by the effect of a net change in foreign currency exchange rates, which decreased revenues by $24.2 million, mainly due to the weakening of the Mexican peso against the USD compared to the 2024 fiscal quarter.

Corporate accounted for an increase in revenues of $0.1 million.

Direct costs and general and administrative expenses combined decreased by $1.8 million to $330.9 million for the 2025 fiscal quarter from $332.7 million for the 2024 fiscal quarter.

This decrease in direct costs was driven by the effect of a net change in foreign currency exchange rates, which decreased direct costs by $27.9 million, mainly due to the weakening of the Mexican peso against the USD compared to the 2024 fiscal quarter.

This decrease in direct costs was partially offset by the effect of operational changes, which increased direct costs by $12.7 million compared to the 2024 fiscal quarter, primarily due to the result of higher enrollment at our institutions.

This decrease was primarily driven by the effect of a net change in foreign currency exchange rates that decreased costs by $20.2 million, mainly due to the weakening of the Mexican peso against the USD compared to the 2024 fiscal quarter.

This decrease was partially offset by the effect of operational changes, which increased costs by $19.7 million, primarily due to the result of higher enrollment at our institutions.

Other Corporate expenses accounted for a decrease in costs of $1.3 million for the 2025 fiscal quarter compared to the 2024 fiscal quarter.

Operating income increased by $26.7 million to $193.3 million for the 2025 fiscal quarter from $166.6 million for the 2024 fiscal quarter.

Operating income was higher at both our Peru and Mexico segments compared to the 2024 fiscal quarter.

Other non-operating (expense) income changed by $52.4 million to an expense of $(24.8) million for the 2025 fiscal quarter from income of $27.6 million for the 2024 fiscal quarter.

This change was primarily attributable to foreign currency exchange loss during the 2025 fiscal quarter compared to a gain during the 2024 fiscal quarter for a change of $53.1 million, mainly related to intercompany loan arrangements.

Other income accounted for the remaining change of $0.7 million.

Income tax expense increased by $6.3 million to $69.4 million for the 2025 fiscal quarter from $63.1 million for the 2024 fiscal quarter.

This change included a discrete tax benefit of approximately $4.7 million that was recorded during the 2025 fiscal quarter upon resolution of a tax contingency related to a dormant subsidiary.

Comparison of Consolidated Results for the Six Months Ended June 30, 2025 and 2024

Better/(Worse)

(in millions) 2025 2024 2025 vs.

Revenues $ 760.3 $ 774.6 (2) %

Direct costs 555.7 573.0 3 %

General and administrative expenses 24.5 23.9 (3) %

Operating income 180.1 177.7 1 %

Interest expense, net of interest income (2.6) (5.9) 56 %

Other non-operating (expense) income (28.0) 18.3 nm

Income from continuing operations before income taxes

149.5 190.2 (21) %

Income tax expense (71.9) (73.0) 2 %

Income from continuing operations 77.7 117.2 (34) %

Income from discontinued operations, net of tax

0.2 0.3 (33) %

Net income 77.9 117.5 (34) %

Net loss attributable to noncontrolling interests

(2.3) (0.1) nm

Net income attributable to Laureate Education, Inc.

$ 75.6 $ 117.4 (36) %

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Comparison of Consolidated Results for the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024

Revenues decreased by $14.3 million to $760.3 million for the six months ended June 30, 2025 (the 2025 fiscal period) from $774.6 million for the six months ended June 30, 2024 (the 2024 fiscal period).

This decrease in revenues was attributable to the effect of a net change in foreign currency exchange rates, which decreased revenues by $61.8 million, mainly due to the weakening of the Mexican peso against the USD compared to the 2024 fiscal period.

This decrease in revenue was partially offset by higher average total organic enrollment at our institutions, which increased revenues by $46.1 million compared to the 2024 fiscal period.

In addition, the effect of changes in product mix, pricing and timing increased revenues by $1.4 million for the 2025 fiscal period, which was net of a decrease in revenue for Peru of approximately $18 million from intra-year academic calendar timing attributable to later semester start dates as compared to the 2024 fiscal period.

Direct costs and general and administrative expenses combined decreased by $16.7 million to $580.2 million for the 2025 fiscal period from $596.9 million for the 2024 fiscal period.

This decrease was driven by the effect of a net change in foreign currency exchange rates, which decreased direct costs by $48.1 million, mainly due to the weakening of the Mexican peso against the USD compared to the 2024 fiscal period.

This decrease was partially offset by the effect of operational changes, which increased direct costs by $32.7 million compared to the 2024 fiscal period, primarily due to the result of higher enrollment at our institutions.

Corporate accounted for the remaining difference of $1.3 million.

Operating (loss) income changed by $24.3 million to a loss of $(13.2) million for the 2025 fiscal quarter from income of $11.1 million for the 2024 fiscal quarter.

This change was primarily driven by a higher operating loss in our Peru segment during the 2025 fiscal quarter compared to the 2024 fiscal quarter due to the unfavorable effect of the timing of the academic calendar.

In addition, our Mexico segment had lower operating income during the 2025 fiscal quarter compared to the 2024 fiscal quarter due to the unfavorable effect of the academic calendar timing combined with the weakening of the Mexican peso against the USD.

Other non-operating expense decreased by $6.0 million to $3.2 million for the 2025 fiscal quarter from $9.2 million for the 2024 fiscal quarter.

This decrease in other non-operating expense was attributable to:

(1) the year-over-year effect of a $3.1 million loss related to the release of accumulated foreign currency translation balances upon the liquidation of certain subsidiaries during the 2024 fiscal quarter;

(2) a decrease in foreign currency exchange loss of $2.4 million compared to the 2024 fiscal quarter;

and (3) a decrease in other expenses of $0.5 million compared to the 2024 fiscal quarter.

Income tax expense decreased by $7.4 million to $2.5 million for the 2025 fiscal quarter from $9.9 million for the 2024 fiscal quarter.

This decrease was primarily attributable to the year-over-year effect of Peru generating a larger loss during the 2025 fiscal quarter versus the 2024 fiscal quarter due to the unfavorable effect of intra-year academic calendar timing attributable to later semester start dates in the 2025 fiscal quarter as compared to the 2024 fiscal quarter.

Operating income increased by $2.4 million to $180.1 million for the 2025 fiscal period from $177.7 million for the 2024 fiscal period.

This change was primarily driven by higher operating income in our Mexico segment, partially offset by lower operating income in our Peru segment during the 2025 fiscal period compared to the 2024 fiscal period.

Other non-operating (expense) income changed by $46.3 million to an expense of $(28.0) million for the 2025 fiscal period from income of $18.3 million for the 2024 fiscal period.

This change was attributable to:

(1) a loss on foreign currency exchange during the 2025 fiscal period compared to a gain during the 2024 fiscal period for a change of $50.6 million, mainly related to intercompany loan arrangements;

(2) the year-over-year effect of a $3.1 million loss related to the release of accumulated foreign currency translation balances upon the liquidation of certain subsidiaries during the 2024 fiscal period;

and (3) a change of $1.2 million to other income for the 2025 fiscal period from other expenses in the 2024 fiscal period.

Income tax expense decreased by $1.1 million to $71.9 million for the 2025 fiscal period from $73.0 million for the 2024 fiscal period.

Non-GAAP Financial Measure

We define Adjusted EBITDA as net income (loss), before (income) loss from discontinued operations, net of tax, equity in net (income) loss of affiliates, net of tax, income tax expense (benefit), (gain) loss on disposal of subsidiaries, net, foreign currency exchange (gain) loss, net, other (income) expense, net, loss on debt extinguishment, interest expense and interest income, plus depreciation and amortization, share-based compensation expense and loss on impairment of assets.

We define Adjusted EBITDA as net income (loss), before (income) loss from discontinued operations, net of tax, equity in net (income) loss of affiliates, net of tax, income tax expense (benefit), (gain) loss on disposal of subsidiaries, net, foreign currency exchange (gain) loss, net, other (income) expense, net, interest expense, interest income, and loss on debt extinguishment, plus depreciation and amortization, share-based compensation expense and loss on impairment of assets.

Adjusted EBITDA is used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures.

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Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors.

The following table presents Adjusted EBITDA and reconciles Net loss to Adjusted EBITDA for the three months ended March 31, 2025 and 2024:

The following table presents Adjusted EBITDA and reconciles Net income to Adjusted EBITDA for the three months ended June 30, 2025 and 2024:

Better/(Worse)

(in millions) 2025 2024 2025 vs.

Net loss $ (19.6) $ (10.8) (81) %

(Income) loss from discontinued operations, net of tax (0.2) 0.1 nm

Loss from continuing operations (19.8) (10.8) (83) %

Net income $ 97.4 $ 128.4 (24) %

Income from discontinued operations, net of tax — (0.4) (100) %

Income from continuing operations 97.4 128.0 (24) %

Income tax expense 69.4 63.1 (10) %

Loss from continuing operations before income taxes

(17.3) (0.9) nm

Income from continuing operations before income taxes 166.8 191.0 (13) %

Foreign currency exchange loss (gain), net 25.6 (27.5) (193) %

Other income, net (0.8) (0.1) nm

Interest expense 3.1 5.1 39 %

Interest income (1.4) (2.0) (30) %

Operating income 193.3 166.6 16 %

Depreciation and amortization 17.7 17.4 (2) %

EBITDA 211.0 184.0 15 %

Share-based compensation expense (a)

3.5 2.9 (21) %

Adjusted EBITDA $ 214.5 $ 186.9 15 %

nm - percentage changes not meaningful

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

The following table presents Adjusted EBITDA and reconciles Net income to Adjusted EBITDA for the six months ended June 30, 2025 and 2024:

Better/(Worse)

(in millions) 2025 2024 2025 vs.

Net income $ 77.9 $ 117.5 (34) %

Income from discontinued operations, net of tax (0.2) (0.3) (33) %

Income from continuing operations 77.7 117.2 (34) %

Income tax expense 71.9 73.0 2 %

Income from continuing operations before income taxes

149.5 190.2 (21) %

Loss on disposal of subsidiaries, net — 3.1 100 %

Foreign currency exchange loss, net 3.2 5.6 43 %

Other expense, net — 0.5 100 %

Foreign currency exchange loss (gain), net 28.8 (21.8) nm

Other (income) expense, net (0.8) 0.4 nm

Interest expense 5.5 9.8 44 %

Interest income (2.9) (3.9) (26) %

Operating (loss) income (13.2) 11.1 nm

Operating income 180.1 177.7 1 %

Depreciation and amortization 33.7 35.5 5 %

11 unchanged sentences

For a further description of our segments, see Overview.

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

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

(in millions) % Change

Better/(Worse)

For the three months ended March 31, 2025 2024 2025 vs.

For the three months ended June 30, 2025 2024 2025 vs.

Mexico $ 217.4 $ 218.6 (1) %

7 unchanged sentences

Consolidated Total Adjusted EBITDA $ 214.5 $ 186.9 15 %

(in millions) % Change

Better/(Worse)

For the six months ended June 30, 2025 2024 2025 vs.

Mexico $ 406.6 $ 432.7 (6) %

Peru 353.6 341.9 3 %

Corporate 0.1 0.1 — %

Consolidated Total Revenues $ 760.3 $ 774.6 (2) %

Adjusted EBITDA:

Mexico $ 110.4 $ 108.1 2 %

Peru 128.4 129.6 (1) %

Corporate (18.9) (20.2) 6 %

Consolidated Total Adjusted EBITDA $ 219.8 $ 217.5 1 %

nm - percentage changes not meaningful

Financial Overview

Comparison of Mexico Results for the Three Months Ended March 31, 2025 to the Three Months Ended March 31, 2024

Comparison of Mexico Results for the Three Months Ended June 30, 2025 to the Three Months Ended June 30, 2024

(in millions) Revenues Direct Costs Adjusted EBITDA

March 31, 2024 $ 214.1 $ 154.2 $ 59.9

June 30, 2024 $ 218.6 $ 170.4 $ 48.2

Organic enrollment (1)

2 unchanged sentences

Foreign exchange (30.5) (21.8) (8.7)

March 31, 2025 $ 189.3 $ 136.3 $ 53.0

June 30, 2025 $ 217.4 $ 160.0 $ 57.4

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

Revenues decreased by $1.2 million, a 1% decrease from the 2024 fiscal quarter.

• Revenue for the 2025 fiscal quarter was unfavorably affected by the weakening of the Mexican peso against the USD and approximately $8 million of intra-year academic calendar timing attributable to later semester start dates in the 2025 fiscal quarter as compared to the 2024 fiscal quarter.

• Organic enrollment increased during the 2025 fiscal quarter by 8%, increasing revenues by $15.7 million.

• Revenue for the 2025 fiscal quarter was unfavorably affected by the weakening of the Mexican peso against the USD.

• On an organic constant currency basis, revenue increased by 13% and was favorably affected by approximately $8 million of intra-year academic calendar timing compared to the 2024 fiscal quarter.

• Revenues from our Mexico segment represented 41% of our consolidated total revenues for the 2025 fiscal quarter compared to 44% for the 2024 fiscal quarter.

Adjusted EBITDA decreased by $6.9 million, a 12% decrease from the 2024 fiscal quarter, which was primarily driven by the weakening of the Mexican peso against the USD and the timing of the academic calendar.

Adjusted EBITDA increased by $9.2 million, a 19% increase from the 2024 fiscal quarter, mainly driven by revenue growth and the timing of the academic calendar, partially offset by the weakening of the Mexican peso against the USD.

• On an organic constant currency basis, Adjusted EBITDA increased by 37% compared to the 2024 fiscal quarter and was favorably affected by intra-year academic calendar timing.

Comparison of Mexico Results for the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024

(in millions) Revenues Direct Costs Adjusted EBITDA

June 30, 2024 $ 432.7 $ 324.6 $ 108.1

Organic enrollment (1)

Product mix, pricing and timing (1)

Organic constant currency 42.7 20.7 22.0

Foreign exchange (68.8) (49.1) (19.7)

June 30, 2025 $ 406.6 $ 296.2 $ 110.4

Revenues decreased by $26.1 million, a 6% decrease from the 2024 fiscal period.

• Revenue for the 2025 fiscal period was unfavorably affected by the weakening of the Mexican peso against the USD compared to the 2024 fiscal period.

• On an organic constant currency basis, revenue increased by 10% compared to the 2024 fiscal period.

• Revenues from our Mexico segment represented 53% of our consolidated total revenues for the 2025 fiscal period, compared to 56% for the 2024 fiscal period.

Adjusted EBITDA increased by $2.3 million, a 2% increase from the 2024 fiscal period, driven by revenue growth, partially offset by the weakening of the Mexican peso against the USD.

• On an organic constant currency basis, Adjusted EBITDA increased by 20% compared to the 2024 fiscal period.

Financial Overview

Comparison of Peru Results for the Three Months Ended March 31, 2025 to the Three Months Ended March 31, 2024

Comparison of Peru Results for the Three Months Ended June 30, 2025 to the Three Months Ended June 30, 2024

(in millions) Revenues Direct Costs Adjusted EBITDA

March 31, 2024 $ 61.2 $ 81.9 $ (20.7)

June 30, 2024 $ 280.6 $ 130.3 $ 150.3

Organic enrollment (1)

2 unchanged sentences

Foreign exchange 6.3 2.9 3.4

March 31, 2025 $ 46.9 $ 85.7 $ (38.8)

June 30, 2025 $ 306.7 $ 139.5 $ 167.2

Revenues decreased by $14.3 million, a 23% decrease from the 2024 fiscal quarter.

• Revenue for the 2025 fiscal quarter was unfavorably affected by approximately $18 million of intra-year academic calendar timing attributable to later semester start dates in the 2025 fiscal quarter as compared to the 2024 fiscal quarter.

• Organic enrollment increased during the 2025 fiscal quarter by 2%, increasing revenues by $1.8 million.

Revenues increased by $26.1 million, a 9% increase from the 2024 fiscal quarter.

• On an organic constant currency basis, revenues increased by 7% compared to the 2024 fiscal quarter.

• Revenues from our Peru segment represented 59% of our consolidated total revenues for the 2025 fiscal quarter, compared to 56% for the 2024 fiscal quarter.

Adjusted EBITDA decreased by $18.1 million, an 87% decrease from the 2024 fiscal quarter, primarily due to the unfavorable effect of the academic calendar timing.

Adjusted EBITDA increased by $16.9 million, an 11% increase from the 2024 fiscal quarter, primarily driven by higher revenues.

• On an organic constant currency basis, Adjusted EBITDA increased by 9% compared to the 2024 fiscal quarter.

Comparison of Peru Results for the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024

(in millions) Revenues Direct Costs Adjusted EBITDA

June 30, 2024 $ 341.9 $ 212.3 $ 129.6

Organic enrollment (1)

Product mix, pricing and timing (1)

Organic constant currency 4.7 8.8 (4.1)

Foreign exchange 7.0 4.1 2.9

June 30, 2025 $ 353.6 $ 225.2 $ 128.4

Revenues increased by $11.7 million, a 3% increase from the 2024 fiscal period.

• On an organic constant currency basis, revenues increased by 1% and was unfavorably affected by approximately $18 million of intra-year academic calendar timing attributable to later semester start dates in the 2025 fiscal period as compared to the 2024 fiscal period.

• Revenues from our Peru segment represented 47% of our consolidated total revenues for the 2025 fiscal period compared to 44% for the 2024 fiscal period.

Adjusted EBITDA decreased by $1.2 million, a 1% decrease from the 2024 fiscal period, due to the unfavorable effect of the academic calendar timing.

• On an organic constant currency basis, Adjusted EBITDA decreased by 3% compared to the 2024 fiscal period and was unfavorably affected by intra-year academic calendar timing.

Corporate revenues primarily represent miscellaneous other revenues, net of the elimination of intersegment revenues.

Comparison of Corporate Results for the Three Months Ended March 31, 2025 to the Three Months Ended March 31, 2024

Comparison of Corporate Results for the Three Months Ended June 30, 2025 to the Three Months Ended June 30, 2024

Better/(Worse)

4 unchanged sentences

nm - percentage changes not meaningful

Comparison of Corporate Results for the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024

Better/(Worse)

(in millions) 2025 2024 2025 vs.

Revenues $ 0.1 $ 0.1 — %

Expenses 19.0 20.3 6 %

Adjusted EBITDA $ (18.9) $ (20.2) 6 %

Liquidity and Capital Resources

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If our educational institutions within one country were unable to maintain sufficient liquidity, we would consider using internal cash resources or reasonable short-term working capital facilities to accommodate any short- to medium-term shortfalls.

As of March 31, 2025, our secondary source of liquidity was cash and cash equivalents of $109.8 million.

As of June 30, 2025, our secondary source of liquidity was cash and cash equivalents of $135.3 million.

Our cash accounts are maintained with high-quality financial institutions.

1 unchanged sentence

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.” In accordance with the terms of the Amended Credit Agreement, any proceeds drawn on the Revolving Credit Facility may be used for general corporate purposes.

As of March 31, 2025, the Company had borrowed $30.0 million of the available capacity.

As of June 30, 2025, the Company had borrowed $12.5 million of the available capacity.

If certain conditions are satisfied, the Amended Credit Agreement also provides for an incremental revolving and term loan facilities, at the request of the Company and subject to lender approval, not to exceed (i) the greater of (a) $172.5 million 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 Amended Credit Agreement, on a pro forma basis, does not exceed 2.25x, 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.

Liquidity Restrictions

Our liquidity is affected by restricted cash balances, which totaled $7.1 million as of March 31, 2025 and $6.5 million as of December 31, 2024.

Our liquidity is affected by restricted cash balances, which totaled $6.7 million as of June 30, 2025 and $6.5 million as of December 31, 2024.

Restricted cash mainly consists of cash equivalents held as assets for a supplemental employment retention agreement for a former executive.

1 unchanged sentence

We earn a significant portion of our income from subsidiaries located in countries outside the United States.

As of March 31, 2025, $102.9 million of our total $109.8 million of cash and cash equivalents were held by foreign subsidiaries.

As of June 30, 2025, $129.5 million of our total $135.3 million of cash and cash equivalents were held by foreign subsidiaries.

As of December 31, 2024, $80.1 million of our total $91.4 million of cash and cash equivalents were held by foreign subsidiaries.

11 unchanged sentences

and payments of other third-party obligations.

As of March 31, 2025, our debt obligations consisted of $30.0 million of borrowings under the Senior Secured Credit Facility and $33.7 million of other debt.

As of June 30, 2025, our debt obligations consisted of $12.5 million of borrowings under the Senior Secured Credit Facility and $48.6 million of other debt.

Other debt includes lines of credit and short-term borrowing arrangements of subsidiaries and notes payable.

2 unchanged sentences

The Amended Credit Agreement also provides that if less than 25% of the revolving credit facility is utilized as of that date, then such financial covenant shall not apply.

As of March 31, 2025, this condition was satisfied and, therefore, we were not subject to the leverage ratio.

As of June 30, 2025, this condition was satisfied and, therefore, we were not subject to the leverage ratio.

In addition, indebtedness at some of our locations contain financial maintenance covenants.

We were in compliance with those covenants as of March 31, 2025.

We were in compliance with those covenants as of June 30, 2025.

We conduct a significant portion of our operations from leased facilities, including many of our higher education facilities and other office locations.

As of March 31, 2025 and December 31, 2024, the present value of operating lease liabilities was $321.3 million and $327.1 million, respectively.

As of June 30, 2025 and December 31, 2024, the present value of operating lease liabilities was $334.4 million and $327.1 million, respectively.

Capital Expenditures

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We believe that our internal sources of cash and our ability to obtain additional third-party financing, subject to market conditions, will be sufficient to fund our investing activities.

Our total capital expenditures, excluding receipts from the sale of subsidiaries and property and equipment, were $4.6 million and $15.9 million during the three months ended March 31, 2025 and 2024, respectively.

The decrease in capital expenditures was primarily due to the year-over-year effect of the purchase of a parcel of land for a new campus during the 2024 fiscal quarter.

Our total capital expenditures, excluding receipts from the sale of subsidiaries and property and equipment, were $17.9 million and $26.6 million during the six months ended June 30, 2025 and 2024, respectively.

The decrease in capital expenditures was primarily due to the year-over-year effect of the purchase of a parcel of land for a new campus during the 2024 fiscal period.

Share Repurchase Programs

3 unchanged sentences

The Company’s Board of Directors will review the share repurchase program periodically and may authorize adjustment of its terms and size or suspend or discontinue the program.

As of March 31, 2025, the approximate dollar value of shares yet to be repurchased under this stock repurchase program was $56.1 million.

As of June 30, 2025, the approximate dollar value of shares yet to be repurchased under this stock repurchase program was $27.4 million.

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

2 unchanged sentences

The effects of exchange rate changes on cash are presented separately in the consolidated statements of cash flows.

The following table summarizes our cash flows from operating, investing, and financing activities for the three months ended March 31, 2025 and 2024:

The following table summarizes our cash flows from operating, investing, and financing activities for the six months ended June 30, 2025 and 2024:

(in millions) 2025 2024

6 unchanged sentences

Net change in cash and cash equivalents and restricted cash $ 44.2 $ 39.6

Comparison of Cash Flows for the Three Months Ended March 31, 2025 to the Three Months Ended March 31, 2024

Comparison of Cash Flows for the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024

Operating Activities

Cash provided by operating activities increased by $24.6 million to $57.8 million for the 2025 fiscal quarter from $33.2 million for the 2024 fiscal quarter.

Cash provided by operating activities increased by $58.4 million to $131.8 million for the 2025 fiscal period from $73.4 million for the 2024 fiscal period.

This increase in operating cash flows was attributable to:

(1) the net effect of changes in operating assets and liabilities partially offset by lower operating income, which increased operating cash by $19.8 million compared to the 2024 fiscal quarter;

(2) lower cash paid for taxes of $2.6 million, from $21.1 million for the 2024 fiscal quarter to $18.5 million for the 2025 fiscal quarter;

and (3) lower cash paid for interest of $2.2 million, from $4.2 million for the 2024 fiscal quarter to $2.0 million for the 2025 fiscal quarter.

(1) the net effect of changes in operating assets and liabilities as well as higher operating income, which increased operating cash by $26.3 million compared to the 2024 fiscal period;

(2) lower cash paid for taxes of $28.7 million, from $91.8 million for the 2024 fiscal period to $63.1 million for the 2025 fiscal period, primarily related to taxes paid during the 2024 fiscal period as a result of the distribution of certain intercompany loans;

and (3) lower cash paid for interest of $3.4 million, from $8.2 million for the 2024 fiscal period to $4.8 million for the 2025 fiscal period, mostly due to lower average debt balances.

Investing Activities

Cash used in investing activities decreased by $11.4 million to $(4.6) million for the 2025 fiscal quarter from $(16.0) million for the 2024 fiscal quarter.

This decrease in investing cash outflows was primarily attributable to lower capital expenditures of $11.3 million during the 2025 fiscal quarter compared to the 2024 fiscal quarter, mainly driven by the purchase of a parcel of land for a new campus during the 2024 fiscal quarter.

Cash used in investing activities decreased by $4.9 million to $(17.7) million for the 2025 fiscal period from $(22.6) million for the 2024 fiscal period.

This decrease in investing cash outflows was primarily attributable to lower capital expenditures of $8.7 million during the 2025 fiscal period compared to the 2024 fiscal period, mainly driven by the purchase of a parcel of land for a new campus during the 2024 fiscal period, which was partially offset by lower year-over-year cash proceeds from the sale of property and equipment of $3.1 million, mainly related to the sale of a parcel of land in the United States during the 2024 fiscal period.

Other items accounted for the remaining difference of $0.7 million.

Financing Activities

Cash flow from financing activities changed by $53.0 million to an outflow of $(34.6) million for the 2025 fiscal quarter from an inflow of $18.4 million for the 2024 fiscal quarter.

This decrease in financing cash flows was primarily attributable to $47.0 million of lower net proceeds from long-term debt during the 2025 fiscal quarter compared to the 2024 fiscal quarter.

In addition, payments for common stock repurchases were higher by $6.6 million during the 2025 period compared to the 2024 fiscal quarter.

Cash used in financing activities increased by $65.5 million to $(73.8) million for the 2025 fiscal period from $(8.3) million for the 2024 fiscal period.

This increase in financing cash outflows was primarily attributable to $66.1 million of lower net proceeds from long-term debt during the 2025 fiscal period compared to the 2024 fiscal period.

Other items accounted for the remaining difference of $0.6 million.

6 unchanged sentences

For a complete discussion of our critical accounting policies, see the “Critical Accounting Policies and Estimates” section of the MD&A in our 2024 Form 10-K.

During the three months ended March 31, 2025, there were no significant changes to our critical accounting policies.

During the six months ended June 30, 2025, there were no significant changes to our critical accounting policies.

Recently Adopted Accounting Standards

3 unchanged sentences

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-Q

Item 2. Management’s Discussion and Analysis