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English Learners are an important part of California's K12 student population. Over 40 percent of students in California's K-12 education system speak a language other than English at home. Almost half of these students are considered English Learners (ELs), meaning they require additional language and academic support to succeed in school. In middle and high school, ELs face the dual challenge of attaining fluency in English while mastering the academic courses leading to a high school diploma. Los Angeles Unified School District (LAUSD) and San Diego Unified School District (SDUSD) are the largest school districts in California, serving 621,000 and 126,000 students, respectively, in 2017-18. These districts also serve substantial numbers of EL students: 143,000 in Los Angeles and 29,000 in San Diego, or approximately 23 percent of all students in each district. Combined, the two districts serve 14 percent of the state's EL students and 4 percent of the nation's EL students. This report examines two important types of ELs in Los Angeles and San Diego districts' middle and high schools: (1) long-term ELs, who have spent several years in US schools without being reclassified fluent in English; and (2) late-arriving ELs, who first enroll in the district in grade 6 or higher and who enter with little English fluency. The analysis uses student data from 2006-07 to 2015-16 and incorporates interviews conducted in 2017-18 with staff and teachers at the two districts. [Technical appendices to this report are available on the PPIC website.]