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Stockholders' Equity | 9 Months Ended
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Sep. 30, 2022
Equity [Abstract] |
Stockholders' Equity | Stockholders’ Equity The components of net changes in stockholders’ equity for the fiscal quarters of 2022 are as follows:
| Laureate Education, Inc. Stockholders |  |
| Common stock | Additional paid-in capital | Retained earnings (accumulated deficit) | Accumulated other comprehensive loss | Treasury stock at cost | Non-controlling interests | Total stockholders’ equity
| Shares | Amount
Balance at December 31, 2021 | 180,611 |  | $ | 915 |  | $ | 2,388,783 |  | $ | 15,523 |  | $ | (520,204) |  | $ | (744,174) |  | $ | (1,285) |  | $ | 1,139,558 |
Non-cash stock compensation | — |  | — |  | 2,762 |  | — |  | — |  | — |  | — |  | 2,762 |
Purchase of treasury stock at cost | (9,485) |  | — |  | — |  | — |  | — |  | (112,874) |  | — |  | (112,874) |
Exercise of stock options and vesting of restricted stock, net of shares withheld to satisfy tax withholding | 1,379 |  | 6 |  | 10,716 |  | — |  | — |  | — |  | — |  | 10,722 |
Equitable adjustments to stock-based awards | — |  | — |  | (189) |  | — |  | — |  | — |  | — |  | (189) |
Net loss | — |  | — |  | — |  | (44,211) |  | — |  | — |  | (469) |  | (44,680) |
Foreign currency translation adjustment, net of tax of $0 | — |  | — |  | — |  | — |  | 49,573 |  | — |  | 2 |  | 49,575 |
Minimum pension liability adjustment, net of tax of $0 | — |  | — |  | — |  | — |  | 14 |  | — |  | — |  | 14 |
Balance at March 31, 2022 | 172,505 |  | $ | 921 |  | $ | 2,402,072 |  | $ | (28,688) |  | $ | (470,617) |  | $ | (857,048) |  | $ | (1,752) |  | $ | 1,044,888 |
Non-cash stock compensation | — |  | — |  | 2,360 |  | — |  | — |  | — |  | — |  | 2,360 |
Purchase of treasury stock at cost | (8,013) |  | — |  | — |  | — |  | — |  | (93,362) |  | — |  | (93,362) |
Exercise of stock options and vesting of restricted stock, net of shares withheld to satisfy tax withholding | 171 |  | 1 |  | (472) |  | — |  | — |  | — |  | — |  | (471) |
Equitable adjustments to stock-based awards | — |  | — |  | (35) |  | — |  | — |  | — |  | — |  | (35) |
Change in noncontrolling interests | — |  | — |  | 2 |  | — |  | — |  | — |  | (2) |  | — |
Reclassification of redeemable equity to non-redeemable equity | — |  | — |  | 316 |  | — |  | — |  | — |  | — |  | 316 |
Net income | — |  | — |  | — |  | 43,423 |  | — |  | — |  | 136 |  | 43,559 |
Foreign currency translation adjustment, net of tax of $0 | — |  | — |  | — |  | — |  | 17,969 |  | — |  | 3 |  | 17,972 |
Balance at June 30, 2022 | 164,663 |  | $ | 922 |  | $ | 2,404,243 |  | $ | 14,735 |  | $ | (452,648) |  | $ | (950,410) |  | $ | (1,615) |  | $ | 1,015,227 |
Non-cash stock compensation | — |  | — |  | 1,849 |  | — |  | — |  | — |  | — |  | 1,849 |
Purchase of treasury stock at cost | (77) |  | — |  | — |  | — |  | — |  | (862) |  | — |  | (862) |
Exercise of stock options and vesting of restricted stock, net of shares withheld to satisfy tax withholding | 63 |  | — |  | 199 |  | — |  | — |  | — |  | — |  | 199 |
Special cash distribution accrued on outstanding common stock | — |  | — |  | (136,642) |  | — |  | — |  | — |  | — |  | (136,642) |
Equitable adjustments to stock-based awards | — |  | — |  | (770) |  | — |  | — |  | — |  | — |  | (770) |
Net income | — |  | — |  | — |  | 31,117 |  | — |  | — |  | (81) |  | 31,036 |
Foreign currency translation adjustment, net of tax of $0 | — |  | — |  | — |  | — |  | (42,160) |  | — |  | (1) |  | (42,161) |
Minimum pension liability adjustment, net of tax of $0 | — |  | — |  | — |  | — |  | 983 |  | — |  | — |  | 983 |
Balance at September 30, 2022 | 164,649 |  | $ | 922 |  | $ | 2,268,879 |  | $ | 45,852 |  | $ | (493,825) |  | $ | (951,272) |  | $ | (1,697) |  | $ | 868,859 |
The components of net changes in stockholders’ equity for the fiscal quarters of 2021 are as follows:
| Laureate Education, Inc. Stockholders |  |
| Class A common stock | Class B common stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Treasury stock at cost | Non-controlling interests | Total stockholders’ equity
| Shares | Amount | Shares | Amount
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 |
Beginning retained earnings adjustment | — |  | — |  | — |  | — |  | — |  | (101) |  | — |  | — |  | — |  | (101) |
Non-cash stock compensation | — |  | — |  | — |  | — |  | 1,576 |  | — |  | — |  | — |  | — |  | 1,576 |
Conversion of Class B shares to Class A shares | 17,248 |  | 69 |  | (17,248) |  | (69) |  | — |  | — |  | — |  | — |  | — |  | — |
Purchase of treasury stock at cost | (10,401) |  | — |  | — |  | — |  | — |  | — |  | — |  | (145,806) |  | — |  | (145,806) |
Exercise of stock options and vesting of restricted stock, net of shares withheld to satisfy tax withholding | 247 |  | 1 |  | — |  | — |  | (1,223) |  | — |  | — |  | — |  | — |  | (1,222) |
Accretion of redeemable noncontrolling interests and equity | — |  | — |  | — |  | — |  | (20) |  | — |  | — |  | — |  | — |  | (20) |
Net loss | — |  | — |  | — |  | — |  | — |  | (164,928) |  | — |  | — |  | (15) |  | (164,943) |
Foreign currency translation adjustment, net of tax of $0 | — |  | — |  | — |  | — |  | — |  | — |  | (59,743) |  | — |  | (18) |  | (59,761) |
Minimum pension liability adjustment, net of tax of $0 | — |  | — |  | — |  | — |  | — |  | — |  | (168) |  | — |  | — |  | (168) |
Balance at March 31, 2021 | 122,213 |  | $ | 618 |  | 73,544 |  | $ | 294 |  | $ | 3,760,362 |  | $ | (341,851) |  | $ | (1,001,897) |  | $ | (511,122) |  | $ | (12,915) |  | $ | 1,893,489 |
Non-cash stock compensation | — |  | — |  | — |  | — |  | 3,202 |  | — |  | — |  | — |  | — |  | 3,202 |
Conversion of Class B shares to Class A shares | 2 |  | — |  | (2) |  | — |  | — |  | — |  | — |  | — |  | — |  | — |
Purchase of treasury stock at cost | (7,548) |  | — |  | — |  | — |  | — |  | — |  | — |  | (105,786) |  | — |  | (105,786) |
Exercise of stock options and vesting of restricted stock, net of shares withheld to satisfy tax withholding | 119 |  | 1 |  | — |  | — |  | 359 |  | — |  | — |  | — |  | — |  | 360 |
Accretion of redeemable noncontrolling interests and equity | — |  | — |  | — |  | — |  | (68) |  | — |  | — |  | — |  | — |  | (68) |
Reclassification of redeemable noncontrolling interests and equity | — |  | — |  | — |  | — |  | — |  | — |  | — |  | — |  | (1) |  | (1) |
Net loss | — |  | — |  | — |  | — |  | — |  | (29,000) |  | — |  | — |  | (224) |  | (29,224) |
Foreign currency translation adjustment, net of tax of $0 | — |  | — |  | — |  | — |  | — |  | — |  | 510,445 |  | — |  | (2) |  | 510,443 |
Minimum pension liability adjustment, net of tax of $0 | — |  | — |  | — |  | — |  | — |  | — |  | 27 |  | — |  | — |  | 27 |
Balance at June 30, 2021 | 114,786 |  | $ | 619 |  | 73,542 |  | $ | 294 |  | $ | 3,763,855 |  | $ | (370,851) |  | $ | (491,425) |  | $ | (616,908) |  | $ | (13,142) |  | $ | 2,272,442 |
Non-cash stock compensation | — |  | — |  | — |  | — |  | 2,397 |  | — |  | — |  | — |  | — |  | 2,397 |
Conversion of Class B shares to Class A shares | 7,188 |  | 29 |  | (7,188) |  | (29) |  | — |  | — |  | — |  | — |  | — |  | — |
Purchase of treasury stock at cost | (7,110) |  | — |  | — |  | — |  | — |  | — |  | — |  | (112,994) |  | — |  | (112,994) |
Exercise of stock options and vesting of restricted stock, net of shares withheld to satisfy tax withholding | 119 |  | — |  | — |  | — |  | 304 |  | — |  | — |  | — |  | — |  | 304 |
Change in noncontrolling interests | — |  | — |  | — |  | — |  | 90 |  | — |  | — |  | — |  | — |  | 90 |
Special cash distribution accrued on outstanding common stock | — |  | — |  | — |  | — |  | (1,271,790) |  | — |  | — |  | — |  | — |  | (1,271,790) |
Net income | — |  | — |  | — |  | — |  | — |  | 360,406 |  | — |  | — |  | (269) |  | 360,137 |
Foreign currency translation adjustment, net of tax of $0 | — |  | — |  | — |  | — |  | — |  | — |  | (22,648) |  | — |  | 21 |  | (22,627) |
Balance at September 30, 2021 | 114,983 |  | $ | 648 |  | 66,354 |  | $ | 265 |  | $ | 2,494,856 |  | $ | (10,445) |  | $ | (514,073) |  | $ | (729,902) |  | $ | (13,390) |  | $ | 1,227,959 |
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. Stock Repurchase Program On March 14, 2022, the Company announced that its Board of Directors had approved an increase of $50,000 to the existing authorization to repurchase shares of the Company’s common stock under its share repurchase program, for a total authorization of $650,000. The authorizations do not have an expiration date. The Company’s repurchases may be made on the open market at prevailing market prices, in privately negotiated transactions, in block trades and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). Repurchases may be effected pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act. The Company’s Board of Directors will review the share repurchase program periodically and may authorize adjustment of its terms and size or suspend or discontinue the program. The Company expects to finance the repurchases with free cash flow, from excess cash and liquidity on-hand, or from its revolving credit facility, or a combination thereof. During the nine months ended September 30, 2022, the Company repurchased 17,575 shares of its outstanding common stock for a total purchase price of $207,098, and its repurchases reached the total authorized limit of $650,000. Special Cash Distribution On September 14, 2022, the Company announced that its Board of Directors approved, pursuant to the previously announced adoption of a Partial Liquidation Plan related to the distribution of net proceeds from the Company’s sale of Walden e-Learning LLC (the Walden Sale), the payment of a special cash distribution (the October 2022 Distribution) equal to $0.83 per each share of the Company’s common stock, par value $0.004 per share, to each holder of record on September 28, 2022. The proceeds that were distributed were attributable to the release during the third quarter of 2022 of $71,700 of escrowed funds from the Walden Sale, plus remaining net proceeds that had yet to be distributed. This is anticipated to be the final distribution pursuant to the Plan. The October 2022 Distribution was paid on October 12, 2022. During the third quarter of 2022, the Company recorded additional dividend payable of approximately $136,600, based on the number of shares outstanding at the record date. In connection with the October 2022 Distribution, the Board of Directors approved certain required adjustments under the Company’s equity award compensation plans. The ex-dividend date was September 27, 2022, and therefore these required equitable adjustments were recorded in the consolidated financial statements during the third quarter of 2022. The exercise prices of the Company’s stock options were reduced by $0.83 per share, and holders of restricted and performance stock units will receive an amount in cash equal to $0.83 per unvested stock unit, payable when such unit vests. As of September 30, 2022, the Company recorded a payable of approximately $770 related to the equitable adjustments for the equity award compensation plans. As previously disclosed in the 2021 Form 10-K, in September 2021, the Board approved the payment of a special cash distribution pursuant to the Partial Liquidation Plan equal to $7.01 per each share of the Company’s common stock, par value $0.004 per share, to each holder of record on October 6, 2021. The distribution was paid on October 29, 2021. As of December 31, 2021, there were dividends payable of $6,932 for equitable adjustments related to restricted stock awards that had not yet vested. In the December 31, 2021 balance sheet that was included in our 2021 Form 10-K, this amount was classified within Other current liabilities. In order to conform with the presentation in the September 30, 2022 balance sheet presented in this Form 10-Q, this $6,932 has been reclassified within Special cash distribution payable on the comparative December 31, 2021 balance sheet. Accumulated Other Comprehen sive Income (Loss) Accumulated other comprehensive income (loss) (AOCI) in our Consolidated Balance Sheets includes the accumulated translation adjustments arising from translation of foreign subsidiaries’ financial statements, the unrealized gain on a derivative designated as an effective net investment hedge, and the accumulated net gains or losses that are not recognized as components of net periodic benefit cost for our minimum pension liability. The AOCI related to the net investment hedge will be deferred from earnings until the sale or liquidation of the hedged investee. The components of these balances were as follows:
| September 30, 2022 |  | December 31, 2021
| Laureate Education, Inc. | Noncontrolling Interests | Total |  | Laureate Education, Inc. | Noncontrolling Interests | Total
Foreign currency translation adjustment | $ | (504,090) |  | $ | 950 |  | $ | (503,140) |  |  | $ | (529,472) |  | $ | 946 |  | $ | (528,526) |
Unrealized gain on derivatives | 10,416 |  | — |  | 10,416 |  |  | 10,416 |  | — |  | 10,416 |
Minimum pension liability adjustment | (151) |  | — |  | (151) |  |  | (1,148) |  | — |  | (1,148) |
Accumulated other comprehensive loss | $ | (493,825) |  | $ | 950 |  | $ | (492,875) |  |  | $ | (520,204) |  | $ | 946 |  | $ | (519,258) |

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI https://asc.fasb.org/topic&trid=2208762 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (c) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (d) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (g) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (h) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 16 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (i) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 40 -Section 50 -Paragraph 6 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008 + Details
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